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Stock Acquisition Rights, Stock Options and Warrants
9 Months Ended
Dec. 31, 2019
Stock Acquisition Rights, Stock Options and Warrants [Abstract]  
Stock Acquisition Rights, Stock Options and Warrants

11.Stock Acquisition Rights, Stock Options and Warrants



The Company established the 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2014 Stock Plan superseded previous stock plans although under such previous plans, 23,550 stock option shares were outstanding and vested as of December 31, 2019.



The Company’s board of directors has reserved 3,805,223 shares of common stock for issuance under its 2014 Stock Plan as of December 31, 2019, of which 801,273 shares are available for future issuance. The number of shares will continue to automatically increase each January 1  through January 1, 2024 by an amount equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) a lesser amount determined by the board of directors.  Effective January 1, 2020, the board of directors elected to increase the shares authorized under the 2014 Stock Plan by 342,762 shares which represented 2% of the of the common stock issued and outstanding as of December 31, 2019.



Restricted Stock and Restricted Stock Units  



A summary of non-vested restricted stock activity for the nine months ended December 31, 2019 is as follows:





 

 

 

 

 



 

 

 

 

 



 

 

 

Weighted



 

 

 

Average



 

Restricted

 

Grant Day



 

Stock

 

Fair Value

Non-vested restricted stock outstanding at March 31, 2019

 

279,212 

 

$

28.71 

Granted

 

175,068 

 

 

42.10 

Forfeited

 

(2,163)

 

 

(22.85)

Vested

 

(99,533)

 

 

(28.51)

Non-vested restricted stock outstanding at December 31, 2019

 

352,584 

 

$

35.45 



The Company recognizes compensation expense for restricted stock on a straight-line basis over the explicit vesting period.  Vested restricted stock units are settled and issuable upon the earlier of the date the employee ceases to be an employee of the Company or a date certain in the future.  Stock compensation expense related to restricted stock was approximately $1.1 million and $3.1 million for the three and nine months ended December 31, 2019, respectively.  Stock compensation expense related to restricted stock was approximately $0.7 million and $3.4 million for the three and nine months ended December 31, 2018, respectively, which included $1.4 million of expense related to the modification of restricted stock held by the Company’s former chief executive officer and president and several other key employees which were accounted for in restructuring costs



In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting.   ASU  2018-07 addresses several aspects of the accounting for nonemployee share-based payment transactions, including share-based payment transactions for acquiring goods and services from nonemployees.  ASU  2018-07 is effective for the Company’s fiscal year 2020 beginning April 1, 2019. As a result of adopting the ASU on April 1, 2019, the Company reduced its accumulated deficit by $14,000 relating to restricted stock.



Stock compensation expense for restricted stock is accounted for in general and administrative expense in the Company’s Consolidated Statement of Operations.  At December 31, 2019, there was $9.8 million of unvested compensation expense for restricted stock, which is expected to be recognized over a weighted average period of 2.95 years.



Performance Stock Units



During the three and nine months ended December 31, 2019, the Company awarded 11,307 performance stock units under the 2014 Stock Plan.  Outstanding performance stock units represent the number of shares of the Company’s common stock that the recipient would receive upon the Company’s attainment of the applicable performance goals. The performance goals are: prior to January 13, 2020, (A) issuance of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (B) the lack of objection by the Company's board of directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.  These awards do not forfeit.



A summary of the performance stock unit activity for the nine months ended December 31, 2019 is as follows:





 

 

 

 

 



 

 

 

 

 



 

 

 

Weighted



 

 

 

Average



 

Performance

 

Grant Day



 

Stock

 

Fair Value

Performance stock outstanding at March 31, 2019

 

109,138 

 

$

23.80 

Granted

 

11,307 

 

 

38.67 

Forfeited

 

 —

 

 

 —

Vested

 

 —

 

 

 —

Performance stock outstanding at December 31, 2019

 

120,445 

 

$

25.19 



For the three and nine months ended December 31, 2019 and 2018, there was no stock compensation expense recognized for the performance units.  At December 31, 2019, there was approximately $3.0 million of unvested compensation expense related to the outstanding performance stock units.



Stock Options



A summary of stock option activity for the nine months ended December 31, 2019 is as follows:





 

 

 

 

 



 

 

 

 

 



 

Options

 

Weighted   Average
Exercise   Price

Options outstanding at March 31, 2019

 

1,923,634 

 

$

23.64 

Options granted

 

 —

 

 

 —

Options exercised

 

(97,323)

 

 

(21.78)

Options forfeited/expired

 

(10,875)

 

 

(48.23)

Options outstanding at December 31, 2019

 

1,815,436 

 

$

23.54 



There were no options granted for the three and nine months ended December 31, 2019. 

 

Performance Stock Options



 A summary of the performance stock options as of December 31, 2019 is as follows:





 

 

 

 

 



 

 

 

 

 



 

Performance Options

 

Weighted   Average
Exercise   Price

Performance Options outstanding at March 31, 2019

 

179,945 

 

$

25.83 

Performance Options granted

 

 —

 

 

 —

Performance Options exercised

 

 —

 

 

 —

Performance Options forfeited/expired

 

 —

 

 

 —

Performance Options outstanding at December 31, 2019

 

179,945 

 

$

25.83 



 

 

 

 

 



The performance options will vest in full immediately upon attainment of the performance goals.  The performance goals are: prior to January 13, 2020, (A) issuance of a Final Order from the FCC providing for the creation and allocation of licenses for spectrum in the 900 MHz band consisting of paired blocks of contiguous spectrum, each containing at least 3 MHz of contiguous spectrum, authorized for broadband wireless communications uses and (B) the lack of objection by the Company's Board of Directors to the terms and conditions  (including, but not limited to, the rebanding, clearing and relocation procedures, license assignment and award mechanisms, and technical and operational rules) set forth or referenced in the Final Order.



Stock compensation expense related to the amortization of the fair value of stock options (other than the performance stock options) issued was approximately $0.3 million and $1.3 million for the three and nine months ended December 31, 2019.   For the three and nine months ended December 31, 2018, the comparable stock compensation expense was approximately $0.7 million and $5.6 million, respectively, which included $1.1 million of expense related to the consulting and transition agreements and $2.1 million of expense related to the modification of option grants held by the Company’s former chief executive officer and president. The stock compensation expense is included in general and administrative expense in the accompanying Consolidated Statement of Operations.



In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting.   ASU  2018-07 addresses several aspects of the accounting for nonemployee share-based payment transactions, including share-based payment transactions for acquiring goods and services from nonemployees.  ASU  2018-07 is effective for the Company’s fiscal year 2020 beginning April 1, 2019. As a result of adopting the ASU on April 1, 2019, the Company reduced its accumulated deficit by $174,000 relating to stock options.



As of December 31, 2019, there was approximately $2.8 million of unrecognized compensation cost related to non-vested stock options granted under the Company’s stock option plans, of which $2.0 million pertains to the non-performance based stock options which is expected to be recognized over a weighted-average period of 2 years.



Motorola Investment



On September 15, 2014, Motorola invested $10.0 million to purchase 500,000 Class B Units of the Company’s subsidiary, PDV Spectrum Holding Company, LLC (at a price equal to $20.00 per unit). The Company owns 100% of the Class A Units in this subsidiary. Motorola has the right at any time to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock. The Company also has the right to force Motorola’s conversion of these Class B Units into shares of its common stock at its election. Motorola is not entitled to any assets, profits or distributions from the operations of the subsidiary. In addition, Motorola’s conversion ratio from Class B Units to shares of the Company’s common stock is fixed on a one-for-one basis, and is not dependent on the performance or valuation of either the Company or the subsidiary. The Class B Units have no redemption or call provisions and can only be converted into shares of the Company’s common stock. Management has determined that this investment does not meet the criteria for temporary equity or non-controlling interest due to the limited rights that Motorola has as a holder of Class B Units, and accordingly has presented this investment as part of its permanent equity within Additional Paid-in Capital in the accompanying consolidated financial statements.