13.Capital Stock Transactions

Preferred Stock

There are 2,000,000 shares of Series A Convertible Preferred Stock (“Series A”) authorized and 100,000 shares, issued and outstanding. The Series A has a par value of $0.0001 per share. The Series A holders are entitled to: (1) vote on an equal per share basis as common stock, (2) dividends paid to the common stock holders on an as if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an as if-converted basis.

Common Stock and Warrants

In April 2014, the Company issued 50,000 shares of common stock of the Company to the Sellers of DT EMEA as part of the settlement of its contingent liability to Sellers pursuant to the Logia Settlement Agreement referenced in Note 11. The fair value of the shares on the date of issuance was $188.

In July 2014, the Company issued 35,000 shares of common stock of the Company to two directors for services.  The shares vest over one year.  The fair value of the shares on the date of issuance was $135.

In July 2014, the Company issued 10,375 shares of common stock of the Company to directors holding committee positions within the board.  The shares vest over one year. The fair value of the shares on the date of issuance was $42.

In September 2014, the Company issued 300,000 shares of common stock of the Company to a service provider for the exercise of 300,000 warrants granted in January 2011.

In November 2014, the Company issued 13,417 shares of common stock of the Company to a service provider for the cashless exercise of 30,000 warrants granted in June 2011.

In December 2014, the Company issued 55,064 shares of common stock of the Company to an employee as compensation.  The shares vest in connection with performance over two months.  The fair value of the shares on the date of issuance was $80.

In January 2015, the Company cancelled 8,131 shares of common stock of the Company in connection with a separation agreement.  The fair value of the shares on the date of cancellation was $27.

In February 2015, the Company issued 64,000 shares of common stock of the Company to its directors for services.  The shares vest over one year.  The fair value of the shares on the date of issuance was $240.

In February 2015, the Company issued 3,333 shares of common stock of the Company for the exercise of options granted to an employee in October 2013.

In March 2015, the Company issued 15,000 shares of common stock of the Company to the Sellers of DT EMEA as part of the settlement of its contingent liability to Sellers pursuant to the Logia Settlement Agreement referenced in Note 11. The fair value of the shares on the date of issuance was $60.

In March 2015, the Company issued 25,000 shares of common stock of the Company to an employee as compensation.  The shares vest in connection with performance over five months.  The fair value of the shares on the date of issuance was $88.

In March 2015, the Company issued 200,000 shares of common stock of the Company to a debt holder.  The fair value of the shares on the date of issuance was $788.

In March 2015, the Company issued 67,827 shares of common stock of the Company to employees as compensation.  The shares vest quarterly between one and two years.  The fair value of the shares on the date of issuance was $267.

In March 2015, the Company issued 18,883,723 shares of common stock of the Company as consideration for an acquisition. The shares were valued at the closing market price on that date of $3.94 per share. The overall value was determined to be $74,402 and was recorded through the purchase price allocation of the acquisition in the period ended March 31, 2015.

In March 2015, the Company issued 50,000 shares of common stock of the Company for the exercise of options granted to an employee in November 2013.

In March 2015, the Company issued 9,930 shares of common stock of the Company to directors for services.  The shares vest quarterly over five months.  The fair value of the shares on the date of issuance was $39.

Restricted Stock Agreements

From time to time, the Company enters into restricted stock agreements (“RSAs”) with certain employees and consultants. The RSAs have performance conditions, market conditions, time conditions or a combination. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period from three months to two years depending on the terms of the RSA. As reported in our Current Reports on Form 8-K filed with the SEC on February 12, 2014 and June 25, 2014 respectively, the Company adopted a Board Member Equity Ownership Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy which includes the Company’s board of directors and Chief Executive Officer.

Performance and Market Condition RSAs

On December 28, 2011, the Company issued 3,170,000 restricted shares with vesting criteria based on both performance and market conditions.

On December 28, 2011, one third of the restricted shares vested. On July 3, 2013, the second one third of the restricted shares vested.

The Company expensed $5,784 through the period ended March 31, 2014 related to the 3,170,000 RSAs issued on December 28, 2011. These RSAs were fully expensed as of March 31, 2015. During the year ended March 31, 2015, the Company vested 594,372 shares and cancelled 8,131 shares, leaving 454,164 shares unvested.

Time and Performance Condition RSAs

In January 2012, the Company issued 445,000 restricted shares with vesting criteria based on both time and performance conditions.  For accounting purposes, the Company determined the grant date fair value to be $3.25 per share which is the closing price of the Company’s stock price on January 3, 2012. These RSAs were fully expensed and vested as of March 31, 2014.

Time Condition RSAs

On various dates during the years ended March 31, 2015 and March 31, 2014, the Company issued 267,195 and 254,020 restricted shares, respectively, with vesting criteria based on time conditions. During the years ended March 31, 2015 and March 31, 2014, the Company expensed $956 and $1,561 related to time condition RSAs, respectively. As of March 31, 2015, 188,179 remain unvested.

Total non-vested restricted stock awards and activities for all vesting conditions for periods ended March 31, 2015 and March 31, 2014, respectively, were as follows:

All restricted shares, vested and unvested, cancelable and not cancelled, have been included in the outstanding shares as of March 31, 2015.

At March 31, 2015 and March 31, 2014, there was $876 and $734, respectively, of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards expected to be recognized over a weighted-average period of approximately 0.22 and 0.15 years, respectively.