Quarterly report pursuant to sections 13 or 15(d)

Going Concern and Management's Plan

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Going Concern and Management's Plan
3 Months Ended
Mar. 31, 2012
Going Concern and Management's Plan [Abstract]  
Going Concern and Management's Plan
2. Going Concern and Management’s Plan

The accompanying consolidated financial statements for the three-month period ended March 31, 2012 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business and the continuation of the Company as a going concern.

In February 2012, a concerned stockholder group (“Concerned Stockholder Group”) requested a special stockholders’ meeting (the “Special Meeting”) for reasons described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

If the Special Meeting were to result in a change in the majority of the Company’s Board under the terms of the Company’s credit facility with Bank of America, N.A. and KeyBank National Association (the “Lenders”) (see Note 7), a change in the majority of the Board would constitute a change in control and an event of default, which would allow the Lenders to cause the debt to be immediately due and payable. This possibility of a change in the majority representation of the Board and consequent event of default under the credit facility, which would allow the Lenders to cause the debt of $25.4 million as of March 31, 2012 and the $24.0 million as of December 31, 2011 to become immediately due and payable, raised substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements did not include any adjustments, if any, that might result from the outcome of this uncertainty. See Note 3 for further information concerning a change in the board composition and the canceling of the Special Meeting subsequent to March 31, 2012.

 

Management has prepared projections for the twelve months ending March 31, 2013 that anticipate no cash flow or liquidity concerns.