XML 26 R16.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Stockholders’ Equity and Stock Compensation | 6 Months Ended
--- | ---
Sep. 30, 2021
Stockholders’ Equity and Stock Compensation [Abstract] |
Stockholders’ Equity and Stock Compensation | 10. Stockholders’ Equity and Stock Compensation 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 This 2014 Stock Plan superseded previous stock plans. The Board has reserved 5,027,201 shares of common stock for issuance under the 2014 Stock Plan as of September 30, 2021, of which 1,205,398 shares are available for future issuance. Historically, the number of shares reserved under the 2014 Stock Plan were increased, based on Board approval, each January 1 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 (the “evergreen provision”). Effective January 1, 2021, the Board elected to increase the shares authorized under the 2014 Stock Plan by 879,216 shares, which represented 5% of the of the Company’s common stock issued and outstanding as of December 31, 2020. On June 15, 2021, the Compensation Committee of the Board approved Amendment No. 1 to 2014 Stock Plan to eliminate the evergreen provision for all future years (i.e., January 1, 2022 through January 1, 2024). Restricted Stock and Restricted Stock Units A summary of non-vested restricted stock activity for the six months ended September 30, 2021 is as follows: Weighted Average Restricted Grant Day Stock Fair ValueNon-vested restricted stock outstanding at March 31, 2021 475,759 $ 42.48Granted 348,683 46.79Vested (177,356) (39.38)Forfeited (39,588) (45.25)Non-vested restricted stock outstanding at September 30, 2021 607,498 $ 45.70 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 $2.4 million for the three months ended September 30, 2021 of which $2.0 million is included in general and administrative expenses, $0.2 million is included in product and development and $0.2 million is included in sales and support expenses in the Consolidated Statement of Operations. Stock compensation expense related to restricted stock was approximately $5.0 million for the six months ended September 30, 2021 of which $4.3 million is included in general and administrative expenses, $0.4 million is included in product and development and $0.3 million is included in sales and support expenses in the Consolidated Statement of Operations. Stock compensation expense related to restricted stock was approximately $4.0 million for the three months ended September 30, 2020 of which $3.7 million is included in general and administrative expenses, $0.2 million is included in product and development and the remainder of the expense, $62,000, is included in sales and support in the Consolidated Statement of Operations. Stock compensation expense related to restricted stock was approximately $5.7 million for the six months ended September 30, 2020 of which $5.3 million included in general and administrative expenses, $0.3 million is included in product and development and $0.1 million is included in sales and support in the Consolidated Statement of Operations. On August 23, 2021, the Compensation Committee approved the grant of restricted stock units to the Company’s President and CEO of 50,000 units. These restricted stock units vest in four equal annual installments measured from the grant date based on the CEO’s continued services to the Company. At September 30, 2021, there was $24.5 million of unvested compensation expense for restricted stock, which is expected to be recognized over a weighted average period of 3.0 years. Performance Stock Units A summary of the performance stock unit activity for the six months ended September 30, 2021 is as follows: Weighted Average Performance Grant Day Stock Fair ValuePerformance stock outstanding at March 31, 2021 75,049 $ 58.65Granted — —Vested — —Forfeited/cancelled — —Performance stock outstanding at September 30, 2021 75,049 $ 58.65 President & CEO Performance Stock Units Cumulative Spectrum Proceeds Monetized On December 31, 2020, the Compensation Committee awarded performance-based restricted units to the Company’s President and Chief Executive Officer (“CEO”) as part of the Succession Plan, (the “CEO Performance Units”). The performance-based restricted units will vest on a determination date of June 24, 2024 (“Determination Date”) (unless sooner triggered by an earlier involuntary termination), based on Cumulative Spectrum Proceeds Monetized (“CSPM”) metric over a four-year measurement period commencing on June 24, 2020, with 15,025 units vesting if the minimum CSPM level is achieved, 30,049 units vesting if the target CSPM metric is achieved and up to 60,098 vesting if the maximum CSPM metric is achieved. For the three and six months ended September 30, 2021, the Company recorded approximately $0.1 million and $0.2 million, respectively, of stock compensation expense included in general and administrative expenses reported in the Consolidated Statements of Operations relating to the CEO Performance Units – CSPM. As of September 30, 2021, there was approximately $1.0 million of unvested compensation expense for the outstanding performance-based restricted stock units related to the December 31, 2020 CEO Performance Units, which is expected to be recognized over a weighted average period of 3.0 years. Total Stockholder Return On February 1, 2021, the Compensation Committee awarded performance-based restricted units to the CEO based on Total Stockholder Return metrics (“TSR Performance Units”). The performance-based restricted units will vest upon continued service and achievement of certain stock price levels calculated using a four-year compound annual growth rate and based on the average closing bid price per share of the Company’s common stock measured over a sixty-trading day period (“Stock Price Levels”). Shares will vest in a range of 25% to 350% of the 45,000 target reported units based on achieving specified Stock Price Levels. The vesting end measurement date is February 1, 2025, with earlier vesting determination dates upon a change in control of the Company, involuntary termination of the CEO or twelve months following the achievement of the maximum stock price level. If after February 1, 2023, the CEO achieves a Stock Price Level, there will be a vesting determination date the earlier of twelve months thereafter or February 1, 2025. For the three and six months ended September 30, 2021, the Company recorded approximately $0.2 million and $0.4 million, respectively, of stock compensation expense relating to the TSR Performance Units included in general and administrative expenses reported in the Consolidated Statements of Operations. As of September 30, 2021, there was approximately $2.6 million of unvested compensation expense for the outstanding performance-based restricted stock units related to the February 1, 2021 TSR Performance Units, which is expected to be recognized over a weighted average period of 3.42 years. Performance-Based related to Report and Order and Long-Term Agreement(s) On February 28, 2020, the Company awarded 95,538 performance-based restricted stock units. The performance goals were: (A) Target Goal: 50% of the shares vest upon (i) achievement by December 31, 2020 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 (ii) the lack of objection by the Company’s Board 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; and (B) Stretch Goal: The remaining 50% of the performance shares vest and settle upon the occurrence of all three of the following conditions: (i) the Company enters into one or more long-term agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (ii) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds a certain amount as specified by the Board; and (iii) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board approval(s) or such approval(s) has/have been received. As of December 31, 2020, not all of these conditions had been achieved by December 30, 2020, and therefore, the applicable 50% of the performance shares expired unvested. Additionally, on February 28, 2020, the Company awarded 43,446 performance-based restricted stock units. The performance goal related to these units was: 100% of the shares will vest upon (i) achievement by December 31, 2020 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 (ii) the lack of objection by the Company’s Board 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. The goal was achieved when the Report and Order was effective in August 2020. On September 30, 2020, the Company recorded stock compensation expense amounting to approximately $4.3 million included in general and administrative expenses reported in the Consolidated Statements of Operations based on the achievement of the Target Goal or approximately 91,216 shares under the performance-based restricted stock units, upon the Report and Order becoming effective in August 2020. Stock Options A summary of stock option activity for the six months ended September 30, 2021 is as follows: Options Weighted Average‎Exercise PriceOptions outstanding at March 31, 2021 1,663,223 $ 24.96Options granted 165,768 58.56Options exercised (548,767) (21.53)Options forfeited/expired — —Options outstanding at September 30, 2021 1,280,224 $ 30.77 On August 23, 2021, the Compensation Committee approved the grant of a stock option to the Company’s CEO for 100,000 shares of common stock at an exercise price of $57.00 per share. These option shares vest in four equal annual installments measured from the grant date based on the CEO’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 6.02 years; the risk free interest rate was 0.92%; the expected volatility rate was 53.18%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. On September 7, 2021, the Compensation Committee approved the grant of a stock option to the Company’s Executive Chairman for 65,768 shares of common stock at an exercise price of $60.92 per share. These option shares vest in three equal annual installments measured from the grant date based on the Executive Chairman’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 5.92 years; the risk free interest rate was 0.96%; the expected volatility rate was 53.45%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. In May 2021, the Company reacquired 20,132 shares when a participant surrendered already-owned shares of the Company’s common stock to cover the exercise price of an outstanding stock option exercised by the participant. The 20,132 shares surrendered are constructively retired by the Company as of September 30, 2021 which resulted in the reduction of approximately $1.0 million in additional paid in capital in the Consolidated Statement of Stockholders’ Equity. For the three and six months ended September 30, 2021, stock compensation expense related to the amortization of the fair value of stock options issued was approximately $0.5 million and $0.9 million, respectively, and is included in general and administrative expenses reported in the Consolidated Statements of Operations. For the three and six months ended September 30, 2020, stock compensation expense related to the amortization of the fair value of stock options issued was approximately $0.3 million and $0.5 million, respectively, and is included in general and administrative expenses reported in the Consolidated Statements of Operations. As of September 30, 2021, there was approximately $5.8 million of unrecognized compensation expense related to non-vested stock options granted under the Company’s stock option plans which is expected to be recognized over a weighted-average period of 1.9 years. Performance Stock Options A summary of the performance stock options as of September 30, 2021 is as follows: Performance Options Weighted Average‎Exercise PricePerformance Options outstanding at March 31, 2021 48,417 $ 46.85Performance Options granted — —Performance Options exercised (6,635) (46.85)Performance Options forfeited/expired — —Performance Options outstanding at September 30, 2021 41,782 $ 46.85 There were no performance stock options granted for the six months ended September 30, 2021. 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. Share Repurchase Program On September 29, 2021, the Company’s Board authorized a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may repurchase up to $50.0 million of the Company’s common stock on or before September 29, 2023. The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including price, general business and market conditions and alternative investment opportunities. The share repurchase program authorization does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration