Capital Stock Transactions |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Stock Transactions |
Capital Stock Transactions
Preferred Stock
There are 2,000,000 shares of Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A”), authorized and 100,000 shares issued and outstanding, which are currently convertible into 20,000 shares of common stock. 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 2015, the Company issued 452,974 unregistered shares of common stock of the Company to a director for the cashless exercise of 666,667 warrants granted in June 2010. See additional disclosure regarding the issuance of unregistered shares at "PART II - OTHER INFORMATION", section "Item 2. Unregistered Sales of Equity Securities and Use of Proceeds."
In May 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 June 2015, the Company issued 333 shares of common stock of the Company for the exercise of options granted to an employee in October 2013.
In July 2015, the Company issued 40,116 shares of common stock for the exercise of options assumed by the Company as part of the acquisition of DT Media (Appia, Inc.) during March 2015.
In July 2015, the Company cancelled 10,874 shares of common stock held in escrow related to the finalization and post-closing adjustment to the acquisition of DT Media (Appia, Inc.) during March 2015.
In July 2015, the Company issued 117,000 shares of common stock for the settlement of a liability. For more details on the settlement of this liability, see section "Settlement of Potential Claim" detailed in Note 18 to our Consolidated Financial Statements included in PART II, Item 8 of this Annual Report on Form 10-K.
In September 2015, the Company issued 19,425 shares of common stock for the exercise of options assumed by the Company as part of the acquisition of DT Media (Appia, Inc.) during March 2015.
In October 2015, the Company issued 8,740,000 shares in its public offering on October 2, 2015, netting cash proceeds to the Company of $12,627.
In October 2015, the Company issued 1,227 shares of common stock for the exercise of options assumed by the Company as part of the acquisition of DT Media (Appia, Inc.) during March 2015.
In November 2015, the Company issued 2,248 shares of common stock for the exercise of options assumed by the Company as part of the acquisition of DT Media (Appia, Inc.) during March 2015.
In November 2015, the Company issued 210,728 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 $318.
In January 2016, the Company cancelled 23,841 shares of common stock for Judson Bowman, who resigned from his position as director of the Company to run the Sift organization, where he is the founder, CEO, and majority shareholder.
In February 2016, the Company issued 23,200 shares of common stock of the Company to a director for services. The shares vest over pro-rata through July 31, 2016. The fair value of the shares on the date of issuance was $25.
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 thereof. 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, 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. During fiscal 2015, the Company vested 594,372 shares and cancelled 8,131 shares of the final one third of the 3,170,000 restricted shares, leaving 454,164 shares unvested. During fiscal 2015, the remaining expense related to these RSAs of $1,967 was recorded leaving these RSAs fully expensed as of March 31, 2015. During the year ended March 31, 2016, the Company cancelled the remaining 454,164 shares, as the vesting criteria based on both performance and market conditions were not met.
Service and Time Condition RSAs
On various dates during the years ended March 31, 2016 and March 31, 2015, the Company issued 233,928 and 267,195 restricted shares, respectively, with vesting criteria based on both service and time conditions.
In November 2015, the Company issued 210,728 restricted shares with vesting criteria based on both service and time conditions. For accounting purposes, the Company determined the grant date fair value to be $1.51 per share which is the closing price of the Company's stock price on November 4, 2015.
In January 2016, the Company issued 23,200 restricted shares with vesting criteria based on both service and time conditions. For accounting purposes, the Company determined the grant date fair value to be $1.06 per share which is the closing price of the Company's stock price on January 26, 2016.
With respect to service and time condition RSAs, during the years ended March 31, 2016 and March 31, 2015, the Company expensed $867 and $956 related to time condition RSAs, respectively. As of March 31, 2016, 110,046 remain unvested.
Total non-vested restricted stock awards and activities for all vesting conditions for periods ended March 31, 2016 and March 31, 2015, respectively, were as follows:
All restricted shares, vested and unvested, cancellable and not cancelled, have been included in the outstanding shares as of March 31, 2016.
At March 31, 2016 and March 31, 2015, there was $159 and $876, respectively, of unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested restricted stock awards expected to be recognized over a weighted-average period of approximately 0.34 and 0.22 years, respectively.
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