Stock Acquisition Rights, Stock Options and Warrants | 11. Stock Acquisition Rights, Stock Options and Warrants The Company established the pdvWireless, Inc. 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the growth of the Company. While the 2014 Stock Plan superseded previous stock plans. 21,236 stock options remained vested and outstanding as of December 31, 2018 , under such previous stock plans . As of December 31, 2018, 3,511,695 shares of common stock were authorized and reserved for issuance under its 2014 Stock Plan. The number of shares will continue to automatically increase each January 1 st 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. The Board of Directors declined to accept the full amount authorized and increased the shares authorized and reserved for issuance under the 2014 Stock Plan increased on January 1, 2019 by 293,528 shares which represented 2% of the of the common stock issued and outstanding as of December 31, 2018. Restricted Stock and Restricted Stock Units A summary of non-vested restricted stock activity for the nine months ended December 31, 2018 is as follows:    Weighted  Restricted Average Grant  Stock Date Fair Value  Non-vested restricted stock outstanding at March 31, 2018 217,813 $ 24.69  Granted 155,180 30.45  Forfeited (22,334) (24.40)  Vested (60,828) (23.84)  Non-vested restricted stock outstanding at December 31, 2018 289,831 $ 27.80 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 $0.7 million for the three months ended December 31 , 2018 and approximately $3.4 million for the nine months ended December 31, 2018. For the three and nine months ended December 31, 2017, stock compensation expense related to restricted stock was approximately $0.5 million and $1.3 million, respectively. The Company entered into the CEO Transition Agreements on April 23, 2018. It also entered into additional consulting and transition agreements with several other key employees during the nine months ended December 31, 2018. As a result of these agreements, the Company determined that 56,362 of restricted stock units should be accounted for as a Type III modification (the award was not probable to vest prior to the modification but is probable of vesting under the modified condition) for the nine months ended December 31, 2018. The expense recorded for these modifications was approximately $1.4 million in the nine months ended December 31, 2018 and is accounted for in restructuring costs. Stock compensation expense of $0.7 million and $2.0 million for the three and nine months ended December 31, 2018 for restricted stock is accounted for in general and administrative expense in the Company’s Consolidated Statement of Operations. At December 31 , 2018 , there was $5.8 million of unvested compensation expense related to the restricted stock, which is expected to be recognized over a weighted average period of 2.89 years.  Performance Stock Units A summary of the performance stock unit activity for the nine months ended December 31, 2018 is as follows:     Weighted  Average  Performance Grant Date  Stock Fair Value  Performance stock outstanding at March 31, 2018 109,138 $ 23.80  Granted — —  Forfeited — —  Vested — —  Performance stock outstanding at December 31, 2018 109,138 $ 23.80 The 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 goal. The units will vest in full upon attainment of the performance goals. Performance is based upon achievement, prior to January 13, 2020, of (A) 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. For the three and nine months ended December 31 , 2018 and 2017, there was no stock compensation expense recognized for the performance units. At December 31 , 2018 , there was approximately $2.6 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, 2018 is as follows:     Weighted  Average  Options Exercise Price  Options outstanding at March 31, 2018 1,968,374 $ 23.11  Granted during the period 701,484 23.07  Exercised during the period (125,476) (20.35)  Forfeited/Expired during the period (602,487) (23.07)  Options outstanding at December 31, 2018 1,941,895 $ 23.29  The Company entered into the CEO Transition Agreements on April 23, 2018. It also entered into additional consulting and transition agreements with several other key employees during the nine months ended December 31, 2018. As a result of these agreements, the Company determined that 574,434 stock options to purchase shares of common stock should be accounted for as a Type I modification (which does not change the expectation that the award will ultimately vest resulting from an increase in the term to exercise the options) for the nine months ended December 31, 2018. The Company also determined that 56,250 stock options to purchase shares of common stock should be accounted for as a Type III modification for the nine months ended December 31, 2018. As a result, the 630,684 stock options are reflected as a new grant and the previous grants are treated as forfeited. The stock options to purchase shares of common stock awarded to the Company employees and consultants during the nine m onths ended December 3 1 , 2018 was 120,800 , of which 112,000 were awarded to employees and 8,800 were awarded to consultants, and which have a ten -year contractual life. Of the 112,000 stock options to purchase shares of common stock that were granted in the nine months ended December 31, 2018, 100,000 stock options were granted to the President and 12,000 stock options were granted to employees. For the stock options granted to employees, they will vest 25% on the first anniversary of grant, and the remainder will vest in three equal annual installments thereafter . The stock option to purchase 100,000 shares of common stock awarded to the Company’s President vests 50% on the second anniversary of grant and 25% each in two annual installments. Shares granted to employees are subject to vesting, future settlement conditions and other such terms as determined by the Board of Directors and set forth in the applicable award agreements. Additional information regarding stock options outstanding at December 31, 2018 is as follows:     Weighted  Weighted Average  Average Weighted Exercise Price  Exercise Number Remaining Average Options of Shares  Prices Outstanding Life in Years Exercise Price Exercisable Exercisable  $ 13.25 - $ 20.00 1,016,400 4.85 $ 19.77 1,016,400 $ 19.77  20.01 - 46.23 895,245 7.46 26.42 472,831 26.55  46.24 - 72.85 30,250 6.26 49.13 22,687 49.13  1,941,895 6.08 $ 23.29 1,511,918 $ 22.33  The Black-Scholes option model requires weighted average assumptions to be used for calculation of the Company’s stock compensation expense. The assumptions used during the nine months ended December 31, 2018 were: the expected life of the awards was 5 years; the risk-free interest rate was 2.5 % ; the expected volatility was 49.71% ; the expected dividend yield was 0.0% ; and the expected forfeiture rate was 3% . Performance Stock Options A summary of the performance stock options as of December 31 , 2018 is as follows:      Performance Options Weighted Average Exercise Price  Performance options outstanding at March 31, 2018 179,945 $ 25.83  Performance options granted — —  Performance options forfeited/expired — —  Performance options outstanding at December 31, 2018 179,945 $ 25.83 The performance options will vest in full immediately upon attainment of the performance goals. Performance is based upon the Company’s achievement, prior to January 13, 2020, of (A) 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. The stock compensation expense related to the consulting and transition agreements entered into by the Company for the nine months ended December 31, 2018 was $3.2 million. No stock compensation expense related to these agreements was recorded in the three months ending December 31, 2018. This expense was incurred due to the Type I and Type III modifications resulting from the consulting and termination agreements. The expense is accounted for in restructuring costs in the accompanying Consolidated Statement of Operations. Stock compensation expense related to the amortization of the fair value of stock options (other than the performance stock options) issued was approximately $0.7 million and $2.4 million for the three and nine months ended December 31 , 2018, respectively. For the three and nine months ended December 31 , 2017 , the comparable stock compensation expense was approximately $1.0 million and $2.7 million, respectively. There was no stock compensation expense related to the performance stock options issued for the three and nine months ended December 31 , 2018 and 2017. The stock compensation expense is included in general and administrative expense in the accompanying Consolidated Statement of Operations. The weighted average fair value for the stock option awards granted during the nine months ended December 3 1 , 2018 was $7.41 per share . As of December 31 , 2018 , there was approximately $4.3 million of unrecognized compensation cost related to non-vested stock options granted under the Company’s stock option plans, of which $2.3 million pertains to the non-performance based stock options which is expected to be recognized over a weighted-average period of 2.8 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. |