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Ac...not quite. This is the expected reg. statement for all the shares previously issued under the old 2004 plan and now closed as well as all the 25mm shares of the new 2011 plan of which less than 2 mm have been issued.
m
To put this in exact context here is the quote on Note 1 on this topic...
<SHARE-BASED COMPENSATION
The Company offers share-based compensation programs to its officers, directors and employees that consist of employee stock options, common stock and restricted stock awards. Common stock and restricted stock awards are issued at the closing price of the Company’s common stock on the date of grant. The Company recognizes compensation expense ratably over the vesting periods for restricted stock awards using the grant date fair value of the stock awarded. The Black-Scholes option pricing model is used to value stock options, and compensation expense is recognized ratably over the requisite service vesting period. Stock options typically have contractual terms of three years. Share-based compensation for employees and non-employees recognized during the six months ended June 30, 2011 and 2010 was $467,869 and $1,832,989, respectively. (See Note 10)>
Therefore the total cash compensation for the 6 months of 2011 was roughly 403k or a "payroll" for inside and outside persons of $67K per month.
Versus 2010 before Clark it was 500k in cash and 1.2 mm in shares or 83k per month.
So he has reduced the payroll cash burn AND the payout for stock from 1.2 mm dollars to 467k in dollars.
Seems to be getting more bang for the buck to me.
m
Ac...again you whiffed by not reading far enough in the 10Q.
That "payroll", I read compensation as the line item, you speak of is mainly in shares not in cash.
See Note 10 for the facts.
Nice try.
m
Ac and Jet...what you tend to conveniently forget in the bashing of new management are KEY differences from old style "free shares".
Here's a glaring example of shareholder protection exhibited by Estrella, who you both are taking to task for receiving a "retention" bonus of 600k shares now...
From the 2011 proxy again:
"On December 27, 2010, the Company and Mr. Estrella... also entered into an agreement with the Company whereby the parties mutually agreed to rescind the issuance of 5,000,000 shares of Common Stock that had been issued to Mr. Estrella in June 2010."
These were free shares issued to him as a signing bonus at time of hire and replaced with a whopping $20,000 in cash.
On balance at that same Dec. 27 agreement...
"Mr. Estrella also received an option for the purchase of 7,222,222 shares of Common Stock that were fully vested on the date of grant at an exercise price of $0.09 per share."
He went from a $450K gift to a $650K expense, less a measly $20k signup bonus.
Now how in the heck is that a free share grab?
m
Gran...I have no idea. Huff was nailed for dumping his illegally or a portion thereof, and the size of the judgments handed out to the rest for immediate payment of fines and penalties assure that even if they had all their shares the forced into current market to sell those shares or the more likely scenario they are garnered as collateral, they will gain nothing personally.
imo
m
Ac...As usual you have your facts twisted up, not surprising as you appear to have been hanging around only since 2009. The "last" employee and director comp. option plan was put in place in 2004...see ref. to it in this year's proxy. I am not even certain that was approved at a SHM in 2004 as I didn't first invest in this venture until late 2004. I did attend the 2005 SHM, and I don't recall it being brought forward for a vote.
<You voted for the people who condone this behavior just like the last time you were given the option to vote.>
<The Company currently has minimal ability to issue options to employees or directors pursuant to the 2004 Employee Stock Option Plan (the “2004 Plan”)> 2011 proxy.
Please also note, I believe that all the shares of this new plan (25mm potentially and eventually perhaps will be distributed) were accounted for in the original 500 mm share accounting in that proxy.
Therefore, none of the requested boost in authorized shares of 250mm will be used for this purpose.
Given we have had plenty of time to digest this proxy and absorb mentally that essentially 495 mm shares are accounted for all events and conversions for months now, it seems that a whopping 1.3 mm disbursement, a .003% of that total is really making a mountain out of nothing. This is especially true when one considers that Clark received ZERO.
But knock yourself to self out.
m
I guess the question begs if the company is a pig and a poke and will go broke why are free (implies not earned--not sure about that) broke shares good enough to quibble about?
I certainly don't see the uber-sight SEC having a problem with them.
m
Be...these awards as you call them, are the incentive employment awards granted as one of the approved motions by an overwhelming percentage of shareholders at the annual meeting.
Would you rather see them paid out of precious funds depleting reserves and requiring more dilutive fundings at current share price?
I believe all of these shares were accounted for in the proxy allocation of the 495mm shares of the pre-meeting 500mm authorized.
m
"Great Spirits have always encountered violent opposition from mediocre minds "
Albert Einstein.
BDay...<What are your thoughts on the timing of creating the grand marketing plan that will provide WSGI an introduction to the world? Also, do you recall the method of paying for the plan? >
I presume you heard what I heard that Estrella had three different competitors at the SHM that had marketing proposals on his desk for consideration.
I don't recall him saying anything about cost or how it was to be paid.
m
I agree. That awareness marketing campaign, without being specifically stated, is likely contingent upon at least a DOD certification and widget number assignment from the Aug. Yuma tests.
It's non-implementation thus far tends to validate my hypothesis.
Clark and Estrella are most definitely NOT going to do flHuff PRs. as was the M.O. of prior managements and funding facilitator...not with the current SEC and FINRA spotlights on this co.
IMO
M
As I recall. Actually the crickets had their at bats in that video as well.
Perhaps the muffler was removed for safety issues so the birds would stay away from the props...or to make Dr K feel better.
m
Hog...I don't think it was to impress. It was to let shareholders know with a visual confirm the asset still exists and can fly.
I'm grateful they did so.
m
Be...I could be wrong but...<These rescheduled flight test exercises at Yuma are expected to include aerodynamic testing to demonstrate the Argus One's unique flight capabilities as well as payload integration testing to demonstrate the airship's platform capabilities. > implies to me that the next test will be a contiguous event of free flight maneuvering along with the plug and play payload tests all in one, which I previously had said would be ideal. They are already cleared for free flight work.
I would think they still have the confirmed slot already previously agreed to with Yuma in late Oct. I think they are trying to move that forward.
m
My guess...they are adding video of Easton flights.
m
Further thoughts on the removal from 10q of mention of the 1.5mm from Florida further supporting my previous opinion.
By keeping it in the 10q, it implies that we must have it to survive and move forward, coupled with all the typical caveat language required by the SEC in a 10q filing. That is the intent of including it.
I see its removal as a strong signal that we don't need it. Therefore, beyond the PR announcement of the offer in the first place, it is no longer a critical forward going component and thus doesn't merit inclusion in the filing. To do so would add "fluff" to the filing and with the SEC all over this venture on a continuing basis, to err on the side of exclusion is best.
It could also be a tactic of negotiation. Removing it also sends a signal to Fl. as I have mentioned and may get them to relax their draconion conditons to grant it, particularly if it means added jobs in Fl. by WSGI sooner than later, or it implies WSGI is about to bolt elsewhere and give the jobs to another State.
all imo
m
WW...I have no idea where they are in the money department. They had 1.5 mm in cash on hand at the July SHM. We know about what their burn rate is and we have some income from GTC, modest as it is.
The 1.5 mm was a matching condition for the 1.5 mm from Florida, one of many conditions. I believe the 200k data package is another on that list of conditions. ( The removal of mention of the Fl. 1.5 mm from the revised 10Q might indicate nothing more than an implied non urgency..if it comes great..if not no worries...IMO..We know it still exists as an option, otherwise a withdrawl of it (the offer) from Fl. would be a material event and this team announces all material events.).
I know for certain the company is not currently looking for private placement funding, at least in the fashion they have historically sought it.
M
True...however, it would be nice to have a current video on the website of the repaired ship in flight at Easton if for no other reason to assure shareholders it is still viable and their asset still exists.
On another interesting observation...
Not one of the newly authorized shares at the SHM has been used for anything to date. I'm not even certain that the first 500mm has been entirely used up either.
So those fearing an urgent need to have them for immediate dilutive reasons seems unfounded thus far.
m
I understand the government can move glacially on the rescheduling of Yuma dates, but why no updates on this as promised in the PR...
< Meanwhile, the Company plans to continue flight testing the Argus One in Easton, MD in preparation for the upcoming Yuma flight exercise.
The Company will provide additional information on flight testing in Easton, MD >...< We are actively in discussions with the directors at Yuma to reschedule new testing dates to get back to Yuma as soon as possible and will continue our testing in Easton in the interim."...Aug 29.
m
In the sense at the time of the post it deals with defense contractors competing in overlapping fields of interest was my take away.
m
Be...I believe the list has expanded picking at the trail of PR's to include:
200k Fl. Data package
250k L3
GTC stuff (which may include some stuff for GSAT)
and others not specified as that was the reason for the original delay of one test date, expanded to two and the expansion of the plug and play original payload bay to accomodate the new interest in the ship from those "others". (Harris being one in that rumor mill, due to one of the new director's connections.)
How much that is worth is unknown.
m
Wonder why their max range is only 5 miles. Good news is they may help pave way to clearance for us with FAA.
m
Roughly 13,283,352 mm
m
Gtel...the only proof I have is I asked Clark after the meeting if he had any idea how many shares Hudson had sold at that time. He turned to Barbara Johnson and asked her and she relayed that it was about 5 mm or so.
I gather they keep a tabs on it.
m
Be-real...you just made me think of an interesting question mentioning tether and payload in your post.
I wonder what the weight in pounds a tether is spun out to 2500 feet?
I would think a significant drag/balance coefficient to overcome that is not present in free flight.
m
BDay...I've been reflecting on your excellent points and those made by others and have a few further thoughts regarding the Yuma evolutionary developments.
1. The company has continuously been tether testing the Argus one in Easton Md. for quite some time.
Yuma began early this year as a doubted rumor.
2. Yuma then was announced as a government invitation to test, presumably a one shot window, sometime in late June early July.
3. That scheduling window date was delayed and replaced by, lo and behold... the feds wanted two test date events not one..in late August and again in October. It was explained that the August testing was for flight dynamics without payload to achieve DOD certifications and the October testing would be with plug and play payloads from various interested partners to test intel and comm. capabilities.
4. The August test date of the 23rd was kept and met and the airship performed so well in tethered testing it passed all fed requirements for air safety, stability and maneuverability and received the seal of approval to commence free flight tests.
5. Due to the hanger hang up those tests are now delayed. I presume the October tests are still on for the payload tests, as that window was pre-approved and nothing in the recent PR indicates otherwise.
Now what I am wondering is this. Is it possible, as one of the marketing options is the Argus MTS (mobile tethered solution), that since the DOD at Yuma approved the tethered part of this test that maybe WSGI will get a certification widget number from the DOD and the Argus one can be sold for that purpose now? It would seem that between all the Easton data collected and the Yuma data that might just be likely.
Just my thought..
One more...it would seem to me that in order to pass muster for free flights, that most of the tethered maneuvers were completed in "free-flight". Logic tells me that as a tough observer making a go no go decision, I would not be inclined to give a go to an airship constantly straining at its leash.
m
Mad...who in the world said $1.00?
Don't know what closer to the sun does to metals, but I'd bet someone here does.
m
What would now be ideal is if they can combine the succession of free flight without payload and with payload into one visit to Yuma.
m
Speaking of Yuma, I find it encouraging we've heard nothing.
The tests were announced to commence last Tuesday and were scheduled to last 2-3 days...I presume in succession.
The commencement began 7 days ago.
No delay, as that would have been announced, but an extension of testing would not.
Traders are holding their collective breaths...RD's havin' a stroke.
m
RWE...thanks for the other news...release at your will.
WW...I could be wrong and someone else might have a better or different take than I got at the SHM....
My sense is the development of a Strat is years away in intent and feasibility at the moment.
I got the impression that the first priority was to fully develop the Argus one altitude threshold platform both in contracts, markets and manufacturing.
From that the Argus Two platform threshold altitude would be developed and exploited for commercialization.
Then the Strat for that platform and altitude.
Each step of the development would teach them what's needed to be incorporated in the ultimate Strat design to achieve a success at that altitude.
I don't sense them at this time planning any jump from Argus 1 to Strat without going through Argus 2 first...and that will take some considerable time.
Admittedly, the dynamics could change with a huge monetary success at stage one and accelerate the process considerably.
I also sensed no ironclad intent to necessarily have WSGI be the final entity doing the Strat gig. Nor did I sense it wouldn't.
I did get loud and clear the intent to maximize share price by condensing the float and outstanding shares, through buy backs, and accretive acquisitions using profits.
That seemed to take priority in my interpretation over pouring it all into Strat attack mode.
JMO
m
PS...Just as an aside bar comment I just remembered overhearing Clark mention after the meeting..." you can't imagine how differently the atmosphere is on metals at 65k vs. 20k."
A bud of mine and I were just discussing this. We think Hudson is on auto sell at market at the beginning and end of day just to bleed out their shares.
If so some happy market maker is filling the sell at .061 and flippin that buy at .09-.095 as a market fill sell for a whoppin 50% daily swing.
Nice when you can get away with it.
Thank goodness Clark was able to restrain Hudson sell volume or this stock would probably be a lot lower.
m
Sure...David Christians hire.
m
WW...agreed. But wouldn't the Cape directors need to know the exact proven and recorded flight dynamics of a vehicle testing in their airspace before granting permission for such flights?
And wouldn't the contracted data package by Florida Space Coast at the Yuma tests today(s) provide that?
I can't help but think this is all tied to manufacturing at the Cape Space Coast complex in some fashion.
JMO
m
Rattle...of all the changes you so diligently noted, this one is what caught my attention the most...
<Our UAVs are subject to regulation by the FAA, which currently does not allow any untethered flights by UAVs in commercial airspace in the U.S. without prior FAA certification and is evaluating how to address such flights by UAVs in U.S. commercial airspace. >
Now it may be a stretch for me to think so, but the message I am getting is by inclusion of the language "...without prior FAA certification" management is implying that this Yuma test tomorrow with the Space Coast Data Package might just be a two fur certification objective.
1. DOD widget certification.
2. FAA clearance for untethered flights at Cape Canaveral.
Just my thoughts..
Would be HUGE win if true and might just be one of the final "conditions" required to release the 1.5 mm dollars from Florida.
Now on the counter side the inclusion of the language corrects an error of misstated fact.
m
In reading the 10q further, I found a reference to GTC revenues if reported for the 1st 6 months of 2011 if WSGI owned them and that number is closer to 240K. I don't know if that is at the gross margin of 33% or not as that isn't clear. Clark made reference to GTC revenues being spikey or clustered in occurrence at the SHM.
m
Regarding employee count which was not listed in the 10q this response to that inquiry from BJ...
<We have 5 full-time employees including GTC - GTC uses a group of contract employees when needed so they dont appear in our full-time numbers.>
m
I think in part you are correct. Phipps held on to the UK sales piece and (I think) that ground station and the Easton research applique.
Clearly some sales were generated elsewhere so not all accounts were withheld.
By and large I think the upside Clark sees in this is not apparent to us as yet. He didn't do this for 26k in sales a month and 9k in profit.
m
Net sales
$ 26,093
The operating results of GTC from May 25, 2011 to June 30, 2011 are included in the Company’s Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011.
m
Sami, WW anyone have knowledge...
At the SHM, Phipps made a key point about the Globalstar satellite array and made particular emphasis on the data transfer packets that were still 95-99% viable on the old array, implying GTC had access to those and they had huge potential for I presume intel purposes going forward.
The old array comm. abilities had degraded to the point of necessitating the recent and future new launches to support that app. for Globalstar and would include, obviously, the same intel data packet transfer ability.
Thus WSGI would have all these sats. old and new at their intel disposal.
I have no idea how this tech works and how we fit into this picture going forward and exactly what it means. Phipps did not spend, understandably, a lot of time on it. But the mention seemed to be a key positive of sorts.
You fellows or anyone else understand this tech and might shed some additional light on it?
Much appreciated.
m
BB...thanks. As I remember it as well. He went on to say later in discussing potential customers that the key decision makers at FEMA are now well aware of what WSGI is capable of providing.
The other bullet issues were:
1. Reversal
2. Taking the company private
3. Management leaving shortly.
4. No marketing plan and not understanding the OTC market timing for a plan.
Besides Clark addressing these issues, to me the most telling endorsement of what this team is doing was R Mcguire standing and thanking this team for all they have done and are planning to do for this company.
Of anyone up until recently, I would venture to guess, he has since probably 2007 been the largest single entity funder of this company and has seen it all...bad, ugly and little good.
I'd think that if he had any doubt of the veracity of which Mike Clark spoke, he surely would have not stood for them with kudos.
m