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Note 8. Stock-Based Compensation
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Mar. 31, 2012
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| Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
8. STOCK-BASED
COMPENSATION
In
May and June 2008, we granted 821,036 shares of common stock
for management services and legal services with a grant-date
fair value of $1,726,160 and $200,000,
respectively. The shares granted for legal
services vested immediately and were expensed. The
shares granted for management services vest over a period of
twenty months. Related to these grants we expensed
$27,950 for the year ended March 31, 2011 and $20,962 for the
year ended March 31, 2012.
On
May 7, 2008, the Company issued 20,000 stock options for
legal services. The options have an exercise price
of $2.00 per share. The options vested on the
grant date and the grant-date fair value of these options was
$2,957, which was expensed immediately. The
Company used the Black-Scholes option pricing model to value
the warrants using the following assumptions: number of
options as set forth in the option agreements; no expected
dividend yield; expected volatility of 44%; risk-free
interest rates of 2.44%; and expected term consistent with
the contractual term of the warrants.
In
January 2009, we granted 2,283,278 shares of common stock to
certain managers as compensation. These shares
were valued at $0.29 per share as of the January 2009 grant
date and vest according to the following schedule: (i) 33.3%
on January 1, 2010; and (ii) 8.3375% on the last calendar day
of each subsequent calendar quarter, until all such shares
have vested, provided; however, that such shares shall vest
according to such schedule only if the officers are employed
by us on such dates. Related to these grants we
expensed $219,956 for the year ended March 31, 2011, and
$164,967 for the year ended March 31, 2012.
In
January 2009, we issued 150,000 shares of common stock to the
Company’s Chief Financial Officer as
compensation. The shares were valued at $0.29 per
share as of the grant date and vest according to the
following schedule: (i) 33.3% on January 1, 2010; and (ii)
8.3375% on the last calendar day of each subsequent calendar
quarter, until all such shares have vested, provided;
however, that such shares shall vest according to such
schedule only if the Chief Financial Officer is employed by
us on such dates. For the year ended March 31, 2011 we
expensed $14,450 related to these grants, and for the year
ended March 31, 2012 we expensed $10,837 related to these
grants.
In
March 2009, we issued 3,000,000 shares of common stock to
certain managers of the Company as
compensation. The shares were valued at $0.11 per
share as of the grant date and vest according to the
following schedule: (i) 33.3% on January 1, 2010; and (ii)
8.3375% on the last calendar day of each subsequent calendar
quarter, until all such shares have vested, provided;
however, that such shares shall vest according to such
schedule only if the officers are employed by us on such
dates. For the year ended March 31, 2011 we
expensed $115,412 related to these grants and for the year
ended March 31, 2012 we expensed $86,559 related to these
grants.
On
December 8, 2009 the Board of Directors of the Company
amended all of the restricted share grants to management
(discussed above) to change the vesting to January 1,
2012. These fees were included in the deferred
financing costs in our consolidated balance sheet and were
being amortized over the original term of the convertible
notes using the effective interest rate
method. During the twelve-month period ended March
31, 2012 and
the twelve-month period ended March 31, 2011, we amortized
$49,878 and $180,150, respectively, of deferred financing
cost. During the three-month period ended March
31, 2012, due to the extinguishment of the debt in June 2011,
we did not amortize any expenses. During the
three-month period ended March 31, 2011 we expensed
$45,038.
On
April 1, 2009, we granted 2,823,528 shares of stock options
with a grant-date fair value of $435,274 to four
directors. These options vested immediately and
were expensed. The exercise price for the stock
options was based on the Company’s closing stock price
on the date of grant which was $0.17. For the year
ended March 31, 2010 we expensed $435,274 related to these
options.
The
grant-date fair value for the April 1, 2009 stock options was
estimated using a Black-Scholes option valuation model which
incorporated the following assumptions:
The Company uses the simplified method for Expected Term, in
accordance with the Staff Accounting Bulletin # 107 as
appropriate.
Pertaining
to the April 2009 stock option grants to directors, in
September 2010 the Board of Directors of the Company passed a
resolution to amend, modify and extend the exercise time
period for vested outstanding options as per Section 6.6 (a)
of the 2008 Incentive Plan and Section 9 (b) of each
director’s Option Grant document to be exercisable
until January 1, 2012. This amendment and
modification triggered the Company to recalculate the stock
options’ valuation using a Black-Scholes option
valuation model. The result was the Company
recorded an expense of $202,230 due to this amendment and
modification.
The
grant-date fair value for these amended stock options was
estimated using a Black-Scholes option valuation model which
incorporated the following assumptions:
The Company uses the simplified method for Expected Term, in
accordance with the Staff Accounting Bulletin # 107 as
appropriate.
On
December 8, 2009, the Board of Directors authorized a
Director $40,000 in restricted shares, pursuant to the
Company’s 2008 Incentive Plan: 60,000 shares were
granted as of December 8, 2009 with a share price of $0.32
per share; which vested immediately. The remaining
61,176 shares were granted and issued on January 4, 2010 with
a share price of $0.34 per share, and vested immediately upon
such grant. These shares were fully expensed
during the year ended March 31, 2010; therefore, we did not
record any expense during the years ending March 31, 2011 or
2012.
On
December 1, 2009 the Board of Directors granted related
parties, Isaac Suder, No Logo Air, Inc. and Ter Mast Beheer
Utrecht, B.V, restricted shares of the Company’s common
stock, 125,000 shares, 93,750 shares and 156,250 shares,
respectively; pursuant to loan agreements between the parties
and the Company in January 2009. These shares
vested immediately and were expensed by the Company at $0.32
per share. These shares were fully expensed during
the year ended March 31, 2010; therefore, we did not record
any expense during the years ending March 31, 2011 or
2012.
On
December 31, 2009, in connection with a private offering of
$3,001,033 of convertible debt we issued 700,000 shares of
restricted common stock valued at $203,000. These
fees were included in the deferred financing costs in our
consolidated balance sheet and were being amortized over the
original term of the convertible notes using the effective
interest rate method. During the twelve-month
period ended March 31, 2012 and the twelve-month period ended
March 31, 2011, we amortized $73,314 and $249,000,
respectively, of deferred financing cost. During
the three-month period ended March 31, 2012, due to the
extinguishment of the debt in June 2011, we did not amortize
any expenses. During the three-month period ended
March 31, 2011 we expensed $62,198.
On
March 31, 2010, in connection with a private offering of
$1,750,000 of convertible debt we issued 659,000 shares of
restricted common stock valued at $171,340. These
fees are included in the deferred financing costs in the
consolidated balance sheet as of March 31, 2010 and will be
amortized over the term of the convertible notes using the
effective interest rate method. During the
twelve-month period ended March 31, 2012 and the twelve-month
period ended March 31, 2011, we amortized $49,878 and
$180,150, respectively, of deferred financing
cost. During the three-month period ended March
31, 2012, due to the extinguishment of the debt in June 2011,
we did not amortize any expenses. During the
three-month period ended March 31, 2011 we expensed
$45,038.
On
April 29, 2009, the Company entered into a one year
supplemental retainer agreement with Milling Benson Woodward,
L.L.P. (“Milling”) wherein, as of April 1, 2009,
Milling agreed to accept 50% of its monthly retainer fee
payable in the common stock of the Company, with the
remainder, payable in cash. Through March 31,
2010, Milling had received 500,004 shares of common
stock. These shares were fully expensed during the
year ended March 31, 2010; therefore, we did not record any
expense during the years ending March 31, 2011 or
2012.
On
June 30, 2009 we granted a former employee 60,530 shares of
common stock as compensation. The shares vested
immediately and have a grant-date fair value of $10,290,
which was expensed on the date of grant. These shares were
fully expensed during the year ended March 31, 2010;
therefore, we did not record any expense during the years
ending March 31, 2011 or 2012.
In
September 2010, we issued 304,255 shares of common stock to
certain managers and directors of the Company as
compensation. The shares were valued at $0.30 per
share as of the grant date and vested immediately for the
directors; and for the managers, the vesting date was set to
be January 1, 2012. For the year ended March 31,
2011 we expensed 100% of these grants for directors,
$39,119. For the year ended March 31, 2011 we
expensed $21,602 related to these grants for managers and for
the year ended March 31, 2012 we expensed $29,339 related to
these grants for managers.
In
November 2010, we issued 54,125 shares of common stock to
certain managers of the Company as
compensation. The shares were valued at $0.63 per
share as of the grant date and the vesting date was set to be
January 1, 2012. For the year ended March 31, 2011
we expensed $12,415 related to these grants, and for the year
ended March 31, 2012 we expensed $22,902 related to these
grants.
On
May 19, 2010, the Company entered into an investor relations
agreement with Malcolm McGuire & Associates, L.L.C.
(“McGuire) and amended the agreement on June 11,
2010. These agreements require the Company to
grant McGuire the option to purchase 100,000 shares of
restricted common stock at an exercise price of $0.50 per
share. The options vested on November 20, 2010 and
may be exercised by McGuire at any time after vesting date
and prior to November 20, 2015. Related to these
options the Company recorded an expense of
$60,854. The agreement with McGuire also requires
the Company, beginning in June 2010 and every month for a six
month period, to issue 2,500 shares of the Company’s
restricted common stock. The initial six-month
time period was allowed to extend. The Company
terminated the agreement with McGuire, effective February 29,
2012.
For
the period May 2010 through March 31, 2011, McGuire received
25,000 shares of the Company’s restricted common stock,
and the Company recorded an expense in the amount of
$11,575. For the period April 2011 through
February 29, 2012 (the date the contract was terminated),
McGuire received 27,500 shares of the Company’s
restricted common stock, and the Company recorded an expense
in the amount of $12,463.
On
May 10, 2011, former director Christopher Wilson gave notice
to the Company of his intent to exercise the 705,882 options
granted to him in 2009, in a cashless exercise
transaction. This cashless option exercise
transaction resulted in Mr. Wilson surrendering 196,722
shares; determined by the stated exercise amount of $120,000
(exercise per share price of $0.17 for the 705,882 options
granted to him in 2009), divided by the value of the
Company’s common stock share price on May 10, 2011 of
$0.61, the date of exercise. After surrendering
the 196,722 shares, Mr. Wilson received 509,160 common
shares. The Company did not record any expenses
related to this event.
On
June 6, 2011, we issued 298,000 shares of common stock to
certain managers of the Company as
compensation. The shares were valued at $0.60 per
share as of the grant date and the vesting date was set to be
January 1, 2015. For the year ended March 31, 2012
we expensed $40,940 related to these grants.
On
October 05, 2011, director Herbert Whitney gave notice to the
Company of his intent to exercise 200,000 of the options
granted to him in 2009, in a cashless exercise
transaction. This cashless option exercise
transaction resulted in Mr. Whitney surrendering 75,555
shares; determined by the stated exercise amount of $34,000
(exercise per share price of $0.17 for 200,000 of the options
granted to him in 2009), divided by the value of the
Company’s common stock share price on October 05, 2011
of $0.45, the date of exercise. After surrendering
the 75,555 shares, Mr. Whitney received 124,445 common
shares. The Company did not record any expenses
related to this event.
On
November 17, 2011, director Herbert Whitney gave notice to
the Company of his intent to exercise 200,000 of the options
granted to him in 2009, in a cashless exercise
transaction. This cashless option exercise
transaction resulted in Mr. Whitney surrendering 77,273
shares; determined by the stated exercise amount of $34,000
(exercise per share price of $0.17 for 200,000 of the options
granted to him in 2009), divided by the value of the
Company’s common stock share price on November 17, 2011
of $0.44, the date of exercise. After surrendering
the 77,273 shares, Mr. Whitney received 122,727 common
shares. The Company did not record any expenses
related to this event.
On
December 21, 2011, former director Mathijs von Houweninge
gave notice to the Company of his intent to exercise 705,882
of the options granted to him in 2009, in a cashless exercise
transaction. This cashless option exercise
transaction resulted in Mr. Houweninge surrendering 285,714
shares; determined by the stated exercise amount of $120,000
(exercise per share price of $0.17 for the 705,882 options
granted to him in 2009), divided by the value of the
Company’s common stock share price on December 21, 2011
of $0.42, the date of exercise. After surrendering
the 285,714 shares, Mr. Houweninge received 420,168 common
shares. The Company did not record any expenses
related to this event.
On
December 22, 2011, director Herbert Whitney gave notice to
the Company of his intent to exercise 305,882 of the options
granted to him in 2009, in a cashless exercise
transaction. This cashless option exercise
transaction resulted in Mr. Whitney surrendering 123,810
shares; determined by the stated exercise amount of $52,000
(exercise per share price of $0.17 for 305,882 of the options
granted to him in 2009), divided by the value of the
Company’s common stock share price on December 22, 2011
of $0.42, the date of exercise. After surrendering
the 123,810 shares, Mr. Whitney received 182,072 common
shares. The Company did not record any expenses
related to this event.
On
December 1, 2011 the Board of Directors of the Company
amended all of the restricted share grants to management
having a revised vesting date of January 1, 2012 (discussed
above) to a vesting of January 1, 2015. The fair
value of the affected options immediately after the amendment
was compared to the fair value immediately prior to the
amendment, and the incremental increase in fair value is
being recognized over the remaining service period, which is
equal to the vesting period.
A summary of the
status of our common stock options awards is presented in the
table below.
As
of March 31, 2012, there was approximately $137,859 of total
unrecognized compensation cost related to restricted
share-based compensation arrangements granted under the 2008
Plan. That cost is expected to be recognized over the next 33
months. As of March 31, 2012, outstanding options had an
aggregate intrinsic value of $257,118.
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