Convertible, Redeemable Preferred Stock, Stock Options, Common Stock and Warrants (Tables)
|
3 Months Ended |
Mar. 31, 2013
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Schedule of Convertible, Redeemable Preferred Stock |
The following is a summary of activity of Row 44's convertible, redeemable preferred stock for the three months ended March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
Row 44 Preferred Stock |
Series A-1 |
Series A-2 |
Series B-1 |
Series B-2 |
Series C-1 |
Series C-2 |
Total |
Balance - January 1, 2013 |
$ |
9,245 |
|
$ |
21,454 |
|
$ |
27,488 |
|
$ |
19,981 |
|
$ |
24,535 |
|
$ |
19,837 |
|
$ |
122,540 |
|
Cumulative dividends |
60 |
|
139 |
|
179 |
|
129 |
|
170 |
|
141 |
|
818 |
|
Accretion of preferred stock |
— |
|
— |
|
— |
|
— |
|
57 |
|
67 |
|
124 |
|
Conversion to common stock |
(9,305 |
) |
(21,593 |
) |
(27,667 |
) |
(20,110 |
) |
(24,762 |
) |
(20,045 |
) |
(123,482 |
) |
Balance - March 31, 2013 |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
Schedule of Stock Options, Valuation Assumptions |
Fair values of the stock options were determined using the Black-Scholes model and the following level 3 assumptions:
|
|
|
|
|
Stock Value (low value of range) (per share) |
$ |
9.94 |
|
Stock Value (high value of range) (per share) |
$ |
10.04 |
|
Weighted-Average Expected Term |
4.87 years |
|
Risk-Free Rate |
0.77 |
% |
Expected Stock Volatility |
50.00 |
% |
Dividend Yield |
— |
% |
|
Schedule of Share-based Compensation, Stock Options, Activity |
Stock option activity for three months ended March 31, 2013 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Row 44 2011 Equity Incentive Plan |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value (in thousands)
|
Outstanding - January 1, 2013 |
43,686,492 |
|
$ |
0.11 |
|
7.95 years |
|
$ |
9,187 |
|
Granted |
— |
|
— |
|
— |
|
— |
|
Exercised-cashless (Global Eagle) |
(40,644,825 |
) |
0.11 |
|
— |
|
— |
|
Exercised-cash |
(225,000 |
) |
0.10 |
|
— |
|
— |
|
Forfeited |
(2,816,667 |
) |
0.10 |
|
— |
|
— |
|
Outstanding - January 31, 2013 |
— |
|
$ |
— |
|
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Eagle Stock Option Plan |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value (in thousands)
|
Outstanding - January 31, 2013 |
— |
|
$ |
— |
|
— |
|
$ |
— |
|
Granted |
3,350,000 |
|
9.94 |
|
4.88 years |
|
10,250 |
|
Exercised |
— |
|
— |
|
— |
|
— |
|
Forfeited |
— |
|
— |
|
— |
|
— |
|
Outstanding - March 31, 2013 |
3,350,000 |
|
9.94 |
|
4.88 years |
|
10,250 |
|
Exercisable at March 31, 2013 |
6,252 |
|
10.00 |
|
4.89 years |
|
— |
|
Expected to vest at March 31, 2013 |
3,343,748 |
|
$ |
9.94 |
|
4.88 years |
|
$ |
10,250 |
|
|
Schedule of Share-based Compensation, Stock Options, by Exercise Price Range |
The following is a summary of the Company's stock options outstanding at March 31, 2013:
|
|
|
|
|
|
|
|
|
|
Exercise Price |
Number Outstanding |
Weighted Average Remaining Contractual Life |
Number Exercisable |
Weighted Average Remaining Contractual Life |
$ |
10.00 |
|
2,325,000 |
|
4.84 years |
6,252 |
|
4.89 years |
$ |
9.79 |
|
1,025,000 |
|
4.93 years |
— |
|
n/a |
|
Schedule of Share-based Compensation Expense Allocation |
The fair value of stock options vested and related stock-based compensation recognized, during the three months ended March 31, 2013, and 2012, amounted to $0.5 million and $0.5 million, respectively, and was included in salaries and wages and research and development expenses as follows:
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
(in thousands) |
2013 |
2012 |
Salaries and wages |
$ |
496 |
|
$ |
443 |
|
Research and development |
— |
|
16 |
|
Total |
$ |
496 |
|
$ |
459 |
|
|
Schedule of Share-based Compensation, Warrants, by Exercise Price Range |
The following is a summary of all Row 44 warrants (exercise price per warrant and number of warrants presented using the conversion ratio to Global Eagle common stock used in the Row 44 Merger) outstanding at March 31, 2013:
|
|
|
|
|
|
|
|
|
Exercise Price per Warrant (as converted) |
Number of Warrants (as converted) |
Class of Shares |
Weighted Average Remaining Life |
|
$ |
4.41 |
|
4,282 |
|
Common |
3.94 years |
|
8.82 |
|
685,199 |
|
Common |
3.97 years |
|
23.53 |
|
32,119 |
|
Common |
1.74 years |
Total outstanding |
|
721,600 |
|
|
|
|
$ |
8.74 |
|
734,451 |
|
Series C-2 |
4.18 years |
Total outstanding |
|
734,451 |
|
|
|
|
Row 44 Warrants
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Schedule of Share-based Compensation, Warrants, Activity |
The following is a summary of Row 44 warrants for common stock convertible into GEE common stock for the three months ended March 31, 2013:
|
|
|
|
|
|
|
|
Row 44 Warrants for Common Stock - Upon Exercise Convertible to Global Eagle Common Stock |
Number of Warrants |
Weighted Average Exercise price |
Weighted Average Remaining Contractual Term |
Outstanding - January 1, 2013 |
84,612,107 |
|
$ |
0.0801 |
|
4.92 years |
Granted |
2,414,524 |
|
— |
|
|
Exercised |
(65,964,131 |
) |
0.0001 |
|
|
Forfeited |
— |
|
— |
|
|
Outstanding - January 31, 2013 |
21,062,500 |
|
0.3214 |
|
4.03 years |
Granted |
— |
|
— |
|
|
Exercised |
— |
|
— |
|
|
Forfeited |
— |
|
— |
|
|
Outstanding - March 31, 2013 |
21,062,500 |
|
0.3214 |
|
3.87 years |
Exercisable at March 31, 2013 |
21,062,500 |
|
0.3214 |
|
3.87 years |
|
Global Eagle Acquisition Warrants
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Schedule of Share-based Compensation, Warrants, Activity |
The following is a summary of Global Eagle warrants for the three months ended March 31, 2013:
|
|
|
|
|
|
|
|
Global Eagle Warrants |
Number of Warrants |
Weighted Average Exercise price |
Weighted Average Remaining Contractual Term |
Outstanding - January 31, 2013 |
25,992,500 |
|
$ |
11.50 |
|
5.00 years |
Granted |
666,667 |
|
11.50 |
|
|
Exercised |
— |
|
— |
|
|
Forfeited |
— |
|
— |
|
|
Outstanding - March 31, 2013 |
26,659,167 |
|
11.50 |
|
4.92 years |
Exercisable at March 31, 2013 |
26,659,167 |
|
11.50 |
|
4.92 years |
|