Quarterly report pursuant to Section 13 or 15(d)

Capital Stock Transactions

v3.3.1.900
Capital Stock Transactions
 9 Months Ended
Dec. 31, 2015
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 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 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 if-converted basis.
Common Stock
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.
Restricted Stock Agreements
From time to time, the Company enters into restricted stock agreements (“RSAs”) with certain employees, directors, 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 the year ended March 31, 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 the nine months ended December 31, 2015, 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, 2015 and March 31, 2014, the Company issued 267,195 and 254,020 restricted shares, respectively, with vesting criteria based on service and time conditions.
In November 2015, the Company issued 210,728 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 $1.51 per share which is the closing price of the Company’s stock price on November 4, 2015.
With respect to time condition RSAs, the Company expensed $123 and $723 during the three and nine months ended December 31, 2015, respectively, and $222 and $670 during the three and nine months ended December 31, 2014, respectively. As of December 31, 2015, 192,826 shares remain unvested.
The following is a summary of restricted stock awards and activities for all vesting conditions for the nine months ended December 31, 2015:
 
 
Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
Unvested restricted stock outstanding as of March 31, 2015
 
642,343

 
$
3.04

Granted
 
—

 
—

Vested
 
(94,199
)
 
3.85

Cancelled
 
(454,164
)
 
3.05

Unvested restricted stock outstanding as of June 30, 2015
 
93,980

 
$
3.86

Granted
 
15,763

 
2.95

Vested
 
(64,528
)
 
4.23

Cancelled
 
—

 
—

Unvested restricted stock outstanding as of September 30, 2015
 
45,215

 
$
3.67

Granted
 
210,728

 
1.51

Vested
 
(63,117
)
 
1.95

Cancelled
 
—

 
—

Unvested restricted stock outstanding as of December 31, 2015
 
192,826

 
$
1.48


All restricted shares, vested and unvested, cancellable and not cancelled, have been included in the outstanding shares as of December 31, 2015.
At December 31, 2015, there was $191 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 0.62 years.