Notes Payable, Convertible Senior Notes and Line of Credit

12 Months Ended

Dec. 31, 2011

Notes Payable, Convertible Senior Notes and Line of Credit [Abstract]

Notes payable, convertible senior notes and line of credit

NOTE 10

Notes payable, convertible senior notes and line of credit.

	2011		2010
	($000 omitted)
Banks — primarily unsecured, varying payments and rates (1)		7,863		3,096
Other than banks		3,859		5,688
		11,722		8,784

⁽¹⁾  Average interest rates were 3.49% and 5.09% at December 31, 2011 and 2010, respectively.

Principal payments on the notes, based upon the contractual maturities, are due in the amounts of $3.4 million in 2012, $2.0 million in 2013, $2.0 million in 2014, $3.6 million in 2015 and $.6 million in 2016.

In October 2009, the Company entered into an agreement providing for the sale of $65.0 million aggregate principal amount of 6.0% Convertible Senior Notes due 2014 (Notes) to an initial purchaser for resale to certain qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933, as amended. The Notes will mature in 2014 unless converted into the Company’s common stock earlier and are guaranteed by certain wholly-owned domestic subsidiaries of the Company.

According to FAS ASC 815-15, Derivatives and Hedging — Embedded Derivatives, and FAS ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, the Company determined that the Notes contained an embedded derivative related to a cash settlement option. The cash settlement option was effective until April 30, 2010, when the shareholders approved conversion of the Notes into Common Stock without restriction or without payment by the Company of cash. The Notes are currently convertible into shares of the Company’s Common Stock at a conversion rate of 77.6398 shares per $1,000 principal amount of Notes (equal to a conversion price of $12.88 per share), which will be adjusted for certain antidilutive provisions such as a dividend or distribution of shares of Common Stock, split or combination of shares of Common Stock; the issuance of rights or warrants entitling all or substantially all holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of Common Stock (as defined in the Indenture); the distribution of shares of any class of capital stock of the Company, evidences of its indebtedness, other assets or property of the Company or rights or warrants to acquire the Company’s capital stock or other securities to all or substantially all holders of its Common Stock; or any cash dividend or distribution made to all or substantially all holders of Common Stock during any annual fiscal period that exceeds $0.10 per share of Common Stock.

The Company incurred $3.3 million of debt issuance costs related to the Notes. The issuance costs were primarily related to discounts, commissions and offering expenses payable by the Company. The Company recorded the issuance costs in other assets and is amortizing them over the term of the Notes using the effective interest method. The amortization of the debt issuance costs was $0.5 million, $0.5 million and $0.1 million and interest expense on the Notes was $4.2 million, $4.2 million and $0.9 million in 2011, 2010, and 2009, respectively.

As of December 31, 2011, the Company also had available a $10.0 million bank line of credit commitment, which expires in June 2013, under which no borrowings were outstanding.