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Convertible, Redeemable Preferred Stock, Stock Options, Common Stock and Warrants (Tables)
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9 Months Ended |
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Sep. 30, 2013
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| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
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| Schedule of Convertible, Redeemable Preferred Stock |
The following is a summary of activity of Row 44's convertible, redeemable preferred stock for the nine months ended September 30, 2013 (in thousands):
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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 - September 30, 2013 |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Common Stock
The following is a summary of activity of the Company's common stock for the nine months ended September 30, 2013 (in thousands):
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GEE Common Stock |
Common Stock |
Amount |
Common Non-Voting Stock |
Amount |
Balance - January 1, 2013 |
20,352 |
|
$ |
2 |
|
— |
|
$ |
— |
|
|
Recapitalized as a result of Row 44 Merger
|
15,373 |
|
2 |
|
4,750 |
|
1 |
|
|
Stock Purchase of AIA
|
— |
|
— |
|
14,368 |
|
1 |
|
Repurchased and retired common stock held by certain executives
|
(95) |
|
— |
|
— |
|
— |
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Asset Purchase of PMG |
431 |
|
— |
|
— |
|
— |
|
Balance - September 30, 2013 |
36,061 |
|
$ |
4 |
|
19,118 |
|
$ |
2 |
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| 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:
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Expected life (in years) |
4.87 |
|
Risk-free interest rate |
0.77 |
% |
Expected stock volatility |
50.00 |
% |
Expected dividend yield |
0.00 |
% |
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| Schedule of Share-based Compensation, Stock Options, Activity |
Stock option activity for nine months ended September 30, 2013 is as follows:
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Row 44 2011 Equity Incentive Plan |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value |
Outstanding at January 1, 2013 |
43,686,492 |
|
$ |
0.11 |
|
7.95 |
$ |
9,187 |
|
Granted |
— |
|
— |
|
— |
— |
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Exercised-cashless (Global Eagle) |
(40,644,825 |
) |
0.11 |
|
— |
— |
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Exercised-cash |
(225,000 |
) |
0.10 |
|
— |
— |
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Forfeited |
(2,816,667 |
) |
0.10 |
|
— |
— |
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Outstanding - January 31, 2013 |
— |
|
$ |
— |
|
— |
$ |
— |
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Global Eagle Stock Option Plan |
Shares |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value |
Outstanding at January 31, 2013 |
— |
|
$ |
— |
|
— |
$ |
— |
|
Granted |
5,270,000 |
|
9.82 |
|
4.44 |
149,500 |
|
Exercised |
— |
|
— |
|
— |
— |
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Forfeited |
(500,000 |
) |
9.79 |
|
4.43 |
— |
|
Outstanding at September 30, 2013 |
4,770,000 |
|
9.82 |
|
4.44 |
149,500 |
|
Exercisable at September 30, 2013 |
93,750 |
|
9.40 |
|
2.56 |
— |
|
Expected to vest at September 30, 2013 |
4,676,250 |
|
$ |
9.83 |
|
4.48 |
$ |
149,500 |
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| Schedule of Share-based Compensation, Stock Options, by Exercise Price Range |
The following is a summary of the Company's stock options outstanding at September 30, 2013:
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Exercise Price |
Number Outstanding |
Weighted Average Remaining Contractual Term (in years) |
Number Exercisable |
Weighted Average Exercise Price |
$ |
10.00 |
|
2,970,000 |
|
4.34 |
43,750 |
|
$ |
10.00 |
|
$ |
9.83 |
|
700,000 |
|
4.74 |
— |
|
— |
|
$ |
9.79 |
|
525,000 |
|
4.43 |
— |
|
— |
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$ |
8.88 |
|
575,000 |
|
4.62 |
50,000 |
|
8.88 |
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4,770,000 |
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4.44 |
93,750 |
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$ |
9.40 |
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| Schedule of Share-based Compensation Expense Allocation |
Stock-based compensation expense related to all employee and non-employee stock-based awards was as follows for the three and nine months ended September 30, 2013 and 2012 (in thousands):
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2013 |
2012 |
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2013 |
2012 |
Stock-based compensation expense: |
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Cost of services |
$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Sales and marketing expenses |
— |
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— |
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— |
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— |
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Product development |
— |
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— |
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— |
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32 |
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General and administrative |
526 |
|
73 |
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|
1,902 |
|
716 |
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Total stock-based compensation expense |
$ |
526 |
|
$ |
73 |
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$ |
1,902 |
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$ |
748 |
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| Schedule of Share-based Compensation, Warrants, by Exercise Price Range |
The following is a summary of all Row 44 warrants converted to warrants to purchase GEE common stock (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 September 30, 2013:
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Weighted Average Exercise Price per Warrant (as converted) |
Number of Warrants (as converted) |
Weighted Average Remaining Life (in years) |
Common stock warrants |
$ |
9.45 |
|
721,600 |
|
3.37 |
Series C Preferred stock warrants |
$ |
8.74 |
|
734,451 |
|
3.69 |
The following is a summary of all Global Eagle warrants outstanding at September 30, 2013:
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Exercise Price per Warrant |
Number of Warrants |
Class of Shares |
Weighted Average Remaining Life (in years) |
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$ |
11.50 |
|
18,492,500 |
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Public Warrants |
4.34 |
Total outstanding |
|
18,492,500 |
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|
11.50 |
|
666,667 |
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Sponsor Warrants |
4.32 |
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$ |
11.50 |
|
7,000,000 |
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Sponsor Warrants |
4.34 |
Total outstanding |
|
26,159,167 |
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|
4.34 |
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Row 44 Warrants
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|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
| Schedule of Share-based Compensation, Warrants, Activity |
The following is a summary of activity for Row 44 warrants for common stock convertible into GEE common stock for the nine months ended September 30, 2013:
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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 (in years) |
Outstanding - January 1, 2013 |
84,612,107 |
|
$ |
0.0801 |
|
4.92 |
Granted |
2,414,524 |
|
— |
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Exercised |
(65,964,131) |
|
0.0001 |
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Forfeited |
— |
|
— |
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Outstanding - January 31, 2013 |
21,062,500 |
|
0.3214 |
|
4.03 |
Granted |
— |
|
— |
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Exercised |
— |
|
— |
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Forfeited |
— |
|
— |
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Outstanding - September 30, 2013 |
21,062,500 |
|
0.3214 |
|
3.37 |
Exercisable at September 30, 2013 |
21,062,500 |
|
0.3214 |
|
3.37 |
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Global Eagle Acquisition Warrants
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|
| 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 and nine months ended September 30, 2013:
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Global Eagle Warrants |
Number of Warrants |
Weighted Average Exercise price |
Weighted Average Remaining Contractual Term (in years) |
Outstanding at January 31, 2013 |
25,992,500 |
|
$ |
11.50 |
|
5.00 |
Granted |
666,667 |
|
11.50 |
|
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Exercised |
— |
|
— |
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|
Purchased |
(500,000 |
) |
11.50 |
|
|
Forfeited |
— |
|
— |
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Outstanding and exercisable at September 30, 2013 |
26,159,167 |
|
$ |
11.50 |
|
4.34 |
|