XML 22 R22.htm IDEA: XBRL DOCUMENT v2.4.0.6
Derivative Liabilities
6 Months Ended 12 Months Ended
Jan. 31, 2012
Jul. 31, 2011
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Derivative Instruments and Hedging Activities Disclosure [Text Block]
11. Derivative Liabilities

 

Derivative warrant liability

 

The Company has warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants. Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment. As of August 1, 2009, the Company accounted for its warrants with price protection in accordance with FASB ASC Topic 815.

 

Accounting for Derivative Warrant Liability

The Company’s derivative warrant instruments have been measured at fair value at January 31, 2012 and July 31, 2011 using the binomial lattice model. The Company recognizes all of its warrants with price protection in its consolidated balance sheet as a liability. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows.

 

The derivative warrants outstanding at January 31, 2012 are all currently exercisable with a weighted-average remaining life of 4.29 years.

 

The revaluation of the warrants at each reporting period, as well as the charges associated with issuing additional warrants due to the price protection features, resulted in the recognition of loss of $3,644,328 within the Company’s consolidated statements of operations for the six months ended January 31, 2012 and income of $1,068,217 for the six months ended January 31, 2011, which is included in the total under the caption “Change in fair value of derivative liabilities”. The fair value of the warrants at January 31, 2012 and July 31, 2011 was $8,580,025 and $8,745,508, respectively, which is reported on the consolidated balance sheet under the caption “Derivative Warrant Liability”. The following summarizes the changes in the value of the derivative warrant liability from August 1, 2010 until January 31, 2012:

 

    Value     No. of Warrants  
Balance at August 1, 2010 – Derivative warrant liability   $ 5,679,721       16,503,340  
Additional warrants issued in January to April 2011 financings     3,415,536       16,056,000  
Additional warrants issued in July 2011 financing     1,871,167       17,166,666  
Additional warrants from price protection features of existing warrants     3,867,678       30,508,011  
Decrease in fair value of derivative warrant liability     (6,088,594 )     n/a  
Balance at July 31, 2011 – Derivative warrant liability     8,745,508       80,234,017  
Exercise of warrants classified as derivative liability     (3,809,811 )     (24,585,485 )
Increase in fair value of derivative warrant liability     3,644,328       n/a  
Balance at January 31, 2012 – Derivative warrant liability   $ 8,580,025       55,648,532  

 

Fair Value Assumptions Used in Accounting for Derivative Warrant Liability

The Company has determined its derivative warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of January 31, 2012 and July 31, 2011. The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Because the warrants contain the price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations. The key inputs used in the January 31, 2012 and July 31, 2011 fair value calculations were as follows:

 

    January 31, 2012     July 31, 2011  
             
Current exercise price   0.15 and $0.25     0.15 and $0.25  
Time to expiration     4.29 years       4.70 years  
Risk-free interest rate     0.71 %     1.23 %
Estimated volatility     106 %     108 %
Dividend     -0-       -0-  
Stock price at period end date   $ 0.173     $ 0.13  

 

Derivative additional investment rights liability

 

The benefit received by the participants in the July 2011 Series A 9% Convertible Preferred Stock transaction (see Note 10) in respect to the right to make an additional investment with the same terms as the July 2011 transaction was determined to be an embedded derivative instrument and has been measured at fair value using the binomial lattice model. The liability will be revalued at each subsequent reporting period prior to its expiry in July 2012 and any changes in fair value will be recognized in the consolidated statements of operations. The initial recognition and subsequent changes in fair value of the derivative additional investment rights liability have no effect on the Company’s cash flows.

 

Fair Value Assumptions Used in Accounting for Derivative Additional Investment Rights Liability

The Company has determined the derivative additional investment rights liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to measure the fair value. The fair value of the derivative liability associated with the additional investment rights was determined to be $515,000 at July 31, 2011 and $$241,883 at January 31, 2012. The key inputs used in the fair value calculations were as follows:

 

    January 31, 2012     July 31, 2011  
             
Underlying number of units of convertible preferred stock     575       2,575  
Underlying number of warrants     3,833,333       17,166,667  
Current exercise price of warrants   $ 0.25     $ 0.25  
Current conversion price of preferred stock   $ 0.15     $ 0.15  
Time to expiration     0.5 years       1.0 years  
Risk-free interest rate     0.11 %     1.23 %
Estimated volatility     80 %     58 %
Dividend     -0-       -0-  
Stock price   $ 0.173     $ 0.13  

 

The revaluation of the additional investment rights at the January 31, 2012 reporting period, resulted in the recognition of a loss of $568,217 within the Company’s consolidated statements of operations for the six months ended January 31, 2012, which is included in the total under the caption “Change in fair value of derivative liabilities”. In addition, $841,333 was transferred to equity, as a result of the partial exercise of the additional investment rights in the six months ended January 31, 2012.

Note 13 - Derivative Liabilities:
 
Derivative warrant liability
 
The Company has warrants outstanding with price protection provisions that allow for the reduction in the exercise price of the warrants in the event the Company subsequently issues stock or securities convertible into stock at a price lower than the exercise price of the warrants.  Simultaneously with any reduction to the exercise price, the number of shares of common stock that may be purchased upon exercise of each of these warrants shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable for the adjusted number of warrants shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.  As of August 1, 2009, the Company accounted for its warrants with price protection in accordance with FASB ASC Topic 815.
 
Accounting for Derivative Warrant Liability
The Company’s derivative warrant instruments have been measured at fair value at July 31, 2011 and 2010 using the binomial lattice model.  The Company recognizes all of its warrants with price protection in its consolidated balance sheet as liabilities.  The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statements of operations.  The initial recognition and subsequent changes in fair value of the derivative warrant liability have no effect on the Company’s cash flows.
 
The derivative warrants outstanding at July 31, 2011 are all currently exercisable with a weighted-average remaining life of 4.70 years.
 
The revaluation of the warrants at each reporting period, as well as the charges associated with issuing additional warrants due to the price protection features, resulted in the recognition of income of $2,220,916 and $4,125,590 within the Company’s consolidated statements of operations for the fiscal years ended July 31, 2011 and 2010, respectively, under the caption “Change in fair value of derivative warrant liability”.  The fair value of the warrants at July 31, 2011 and 2010 is $8,745,508 and $5,679,721, respectively, which is reported on the consolidated balance sheet under the caption “Derivative Warrant Liability”.  The following summarizes the changes in the value of the derivative warrant liability from the date of the Company’s adoption of the provisions of FASB ASC Topic 815 on August 1, 2009 until July 31, 2011:
 
   
Value
   
No. of Warrants
 
Balance at August 1, 2009– Derivative warrant liability
  $ 19,825,865       35,966,118  
Exercise of warrants classified as derivative warrant liabilities
    (10,020,554 )     (19,462,778 )
Decrease in fair value of derivative warrant liability
    (4,125,590 )     n/a  
Balance at July 31, 2010 – Derivative warrant liability
  $ 5,679,721       16,503,340  
Additional warrants issued in January to April 2011 financings
    3,415,536       16,056,000  
Additional warrants issued in July 2011 financing
    1,871,167       17,166,666  
Additional warrants from price protection features of existing warrants
    3,867,678       30,508,011  
Decrease in fair value of derivative warrant liability
    (6,088,594 )     n/a  
Balance at July 31, 2011 – Derivative warrant liability
  $ 8,745,508       80,234,017  
 
Fair Value Assumptions Used in Accounting for Derivative Warrant Liability
The Company has determined its derivative warrant liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model to calculate the fair value as of July 31, 2011 and 2010.  The binomial lattice model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.  Because the warrants contain the price protection feature, the probability that the exercise price of the warrants would decrease as the stock price decreased was incorporated into the valuation calculations.  The key inputs used in the July 31, 2011 and 2010 fair value calculations were as follows:
   
July 31,
 
   
2011
   
2010
 
             
Current exercise price
 
$0.15 and $0.25
    $ 0.33  
Time to expiration
 
4.70 years
   
5.75 years
 
Risk-free interest rate
    1.23 %     1.87 %
Estimated volatility
    108 %     104 %
Dividend
    -0-       -0-  
Stock price on July 31
  $ 0.13     $ 0.40  
 
Derivative additional investment rights liability
 
The benefit received by the participants in the July 2011 Series A 9% Convertible Preferred Stock transaction in respect to the right to make an additional investment with the same terms as the July 2011 transaction was determined to be an embedded derivative instrument and has been measured at fair value using the binomial lattice model.  The liability will be revalued at each subsequent reporting period prior to its expiry in July 2012 and any changes in fair value will be recognized in the consolidated statements of operations.  The initial recognition and subsequent changes in fair value of the derivative additional investment rights liability have no effect on the Company’s cash flows.
 
The Company has determined the derivative additional investment rights liability to be a Level 2 fair value measurement and has used the binominal lattice pricing model at the date of issuance on July 8, 2011 and as of July 31, 2011 to measure the fair value.  The fair value of the derivative liability associated with the additional investment rights was determined to be $515,000.  The key inputs used in the fair value calculations were as follows:
 
Current exercise price
  $ 0.25  
Time to expiration
 
1.0 year
 
Risk-free interest rate
    1.23 %
Estimated volatility
    58 %
Dividend
    -0-  
Stock price
  $ 0.13