EQUITY | 3 Months Ended |
Mar. 31, 2014 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
9 | EQUITY | | | | | | |
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Common and Preferred Stock |
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During the three months ended March 31, 2014, the Company declared and paid dividends for the period from July 1, 2013 through December 31, 2013 on the Series B Preferred Stock in the amount of approximately $152 thousand which was paid in January 2014. Dividends earned on the Series B Preferred Stock for the three months ended March 31, 2014 totaled $75 thousand and had not been declared and paid as of March 31, 2014. |
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Temporary Equity |
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On March 7, 2014, the Company issued 30,000 shares of Series A-1 Non-Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”) and 3,230,442 shares of Series A-2 Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock”) to Fir Tree Capital Opportunity (LN) Master Fund, L.P. (“FT-LP”), and Fir Tree REF III Tower LLC (“FT-LLC”, and together with FT-LP, the “Fir Tree Investors”) for an aggregate purchase price of $3.0 million in cash proceeds which were used primarily to fund the six communication towers acquired on March 7, 2014 from STAR (see Note 3). The Company also issued to the Fir Tree Investors on March 7, 2014, for the purpose of correcting certain computational errors in calculations for certain prior issuances of Series A-2 Preferred Stock to the Fir Tree Investors, 394,276 additional shares of Series A-2 Preferred Stock. The fair value of these 394,276 corrective shares was determined to be $0.5 million and was treated as a dividend on the preferred stock. In addition, on March 7, 2014, the Company issued to the Fir Tree Investors 3,900 shares of Series A-1 Preferred Stock and 402,596 shares of Series A-2 Preferred Stock to settle an indemnification claim made by the Fir Tree Investors pursuant to the Securities Purchase Agreement, dated as of August 1, 2013 (the “Securities Purchase Agreement”) among the Company and the Fir Tree Investors. The fair value of these indemnification shares was determined to be $0.9 million and was expensed during the three months ended March 31, 2014. |
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On March 31, 2014, the Company issued to the Fir Tree Investors in lieu of cash dividends 9,499.06 shares of Series A-1 Preferred Stock. In connection with this issuance, the Company issued 1,040,744 adjustment shares of Series A-2 Preferred stock to the Fir Tree Investors. The Company recorded the fair value of the 9,499.06 shares of Series A-1 Preferred Stock and 1,040,744 adjustment shares of Series A-2 Preferred Stock as preferred stock dividends at $1.0 million and $1.3 million, respectively. |
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The Company analyzed the terms of the Series A-1 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that it does not qualify as a liability. The Series A-1 Preferred Stock is non-convertible and is redeemable at the holders’ option after five years or earlier upon the occurrence of an event of default. The Company determined, in accordance with ASC 480-S99-3A, that the Series A-1 Preferred Stock is required to be presented outside of permanent equity. |
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The Company analyzed the terms of the Series A-2 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that it does not qualify as a liability. The Series A-2 Preferred Stock is convertible at the holders’ option at any time and is redeemable at the holders’ option after five years or earlier upon the occurrence of a liquidation event. The Company determined, in accordance with ASC 480-S99-3A, that the Series A-2 Preferred Stock is required to be presented outside of permanent equity. The Company also analyzed the terms of the conversion feature of the Series A-2 Preferred Stock under ASC 815 and determined that it qualifies as a derivative liability that should be bifurcated and accounted for separately from the Series A-2 Preferred Stock (see Note 10). |
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The Company evaluated the redemption values of the Series A-1 Preferred Stock and Series A-2 Preferred Stock and determined that the carrying values of the Series A-1 and Series A-2 should be accreted to their redemption values over the period of five years using the interest method as the Series A-1 Preferred Stock and Series A-2 Preferred Stock will become redeemable at the option of the investors after five years from issuance. As a result, the Company recognized accretion of $1.3 million in its consolidated statements of operations for the three months ended March 31, 2014. At March 31, 2014, the Company calculated the future redemption values of the Series A-1 and Series A-2 Preferred Stock to be $46.7 million and $38.9 million, respectively. |
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The table below represents the changes in the carrying value of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock for the three months ended March 31, 2014: |
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| | Series A-1 | | Series A-2 | |
Preferred Stock | Preferred Stock |
Carrying value, December 31, 2013 | | $ | 26,203,701 | | $ | 8,301,294 | |
Issuances at fair value, net of issuance costs | | | 2,726,311 | | | 3,901,878 | |
Bifurcation of derivative liability | | | - | | | -2,843,637 | |
Accretion of preferred stock redemption | | | 689,763 | | | 658,407 | |
Carrying value, March 31, 2014 | | $ | 29,619,775 | | $ | 10,017,942 | |
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As part of the consideration of the purchase price of the Liberty acquisition during 2013, the Company issued 8,715,000 shares of Common Stock to Liberty’s investors and recorded the shares of Common Stock at their fair value of $3.0 million. The shares of Common Stock contain a put option whereby the Company could be required to purchase the shares if certain conditions are met as disclosed in the rights agreement entered into with Liberty’s investors on August 1, 2013. As a result, the shares of Common Stock are classified outside of permanent equity in accordance with ASC 480-S99-3A. |
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Stock-Based Compensation |
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Stock-based compensation to employees is measured based on the fair value of the award on the date of the grant, and is recognized as an expense over the employee’s requisite service period in accordance with ASC 718 – “Compensation-Stock Compensation.” Stock based compensation to non-employees is accounted for in accordance with ASC 505-50 - “Equity-Based Payments to Non-Employees.” |
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As of March 31, 2014 and December 31, 2013, the Company had no outstanding stock options. |
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On January 29, 2014, the Company’s Compensation Committee adopted the 2014 Equity Incentive Plan.(the “2014 Plan”).On February 14, 2014, this Plan was amended to provide for awards of up to an aggregate of 20,000,000 shares of restricted Common Stock. The 2014 Plan is intended to further the growth and profitability of the Company by increasing incentives and encouraging share ownership on the part of the employees, members of the Board, and independent contractors of the Company and its subsidiaries. |
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On February 27, 2014, the Company issued 7,080,255 shares of restricted stock (“Restricted Stock”) under the 2014 Plan to certain officers, directors and employees of the Company, subject to vesting, forfeiture and voting restrictions. |
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In order for shares of Restricted Stock to vest, participants must satisfy the Continuing Service Conditions (as defined below) and a Realization Event or a Partial Realization Event (as such terms are defined in the 2014 Plan) occurs on or prior to December 31, 2020, subject to those limitations set forth in each participant’s award agreement. A participant will satisfy the continuing service conditions (the “Continuing Service Conditions”) with respect to 20% of the shares of Restricted Stock on the first six-month anniversary of the grant date, and on each of the four annual anniversaries of the grant date thereafter; provided that the participant remains in continuous employment with the Company or one of its affiliates through each applicable anniversary date. If a Realization Event occurs and the participant remains in continuous employment with the Company or its affiliates through the date of consummation of such Realization Event, the Continuing Service Conditions shall immediately be satisfied with respect to all of the participant’s then outstanding shares of Restricted Stock. |
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The holders of the Restricted Stock have the right to receive additional shares of Restricted Stock in connection with future issuances of Series A-2 Preferred Stock to the Fir Tree Investors (the “Anti-Dilution Rights”). In connection with the Anti-Dilution Rights, the Company issued to the holders of the Restricted Stock an additional 385,413 shares of Restricted Stock on March 31, 2014 and an additional 110,407 shares of Restricted Stock subsequent to the period covered by this Report. |
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The grant date fair value of the Restricted Stock issued during the three months ended March 31, 2014 was determined to be $11.7 million. Stock-based compensation expense recognized under these awards for the three months ended March 31 2014 was $0.3 million. Unrecognized compensation expense associated with these awards as of March 31, 2014 is approximately $11.5 million and is expected to be recognized through February 2018. At March 31, 2014, no shares of Restricted Stock have been forfeited. The table below represents the activity of Restricted Stock during the three months ended March 31, 2014: |
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| | Number of Shares of | | | | |
Restricted Stock | | | |
Outstanding at December 31, 2013 | | | - | | | | |
Granted | | | 7,465,668 | | | | |
Forfeited | | | - | | | | |
Outstanding at March 31, 2014 | | | 7,465,668 | | | | |
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