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Exchange and Issuance of Common Stock
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
Note 13. Exchange and Issuance of Common Stock

Effective June 30, 2010, all 1,299 shares of Series E Preferred Stock outstanding were exchanged for 787,409 shares of Common Stock (the “Exchange”). The conversion price of $2.00 per share of Common Stock, pursuant to the terms of the Preferred Stock, was decreased to $1.65 per share, which approximates the fair value of the Company’s Common Stock issued in the Exchange.

 

The Exchange was treated as an extinguishment of debt. Since the fair value of the Common Stock issued in the aggregate approximated the Preferred Stock’s carrying value, no gain or loss was reported on this transaction. Among the holders of the Series E Preferred Stock, related parties were as follows: (i) AIA Partners, LLC (“AIA”) which exchanged 780 shares of Series E Preferred Stock for 472,727 shares of Common Stock, (ii) a retirement trust for the benefit of Jack Seibald, a director and principal stockholder of the Company, which exchanged approximately 288 shares of Series E Preferred Stock for 174,824 shares of Common Stock and (iii) Kidstone LLC (“Kidstone”) which exchanged approximately 115 shares of Series E Preferred Stock for 69,929 shares of Common Stock.

 

Steven Shapiro, a director of KICO, members of the family of Barry B. Goldstein, the Company’s Chairman of the Board, President and Chief Executive Officer, and a principal stockholder of the Company, and members of the family of Sam Yedid, a director of KICO, are members of AIA. AIA directed that the shares issuable to it upon the exchange be issued to its members, including 55,593 shares to Mr. Shapiro, 176,139 shares to members of Mr. Goldstein’s family, and 47,099 shares to members of the family of Mr. Yedid. In addition, Mr. Shapiro, Mr. Goldstein, and a family member of Mr. Yedid are the members of Kidstone. Kidstone directed that the shares issuable to it upon the exchange be issued to its members. Mr. Shapiro, Mr. Goldstein, and the family member of Mr. Yedid received 23,310, 23,309 and 23,310 shares, respectively, of the shares issued.

 

In accordance with GAAP guidance for accounting for certain financial instruments with characteristics of both liabilities and equity, the Company recorded previously issued Preferred Stock as a liability. For the years ended December 31, 2011and 2010, the preferred dividends have been classified as interest expense of $-0- and $74,706 (including $65,274 to related parties), respectively