Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 09, 2023 | Sep. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2023 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36827 | ||
Entity Registrant Name | Anterix Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0745043 | ||
Entity Address, Address Line One | 3 Garret Mountain Plaza | ||
Entity Address, Address Line Two | Suite 401 | ||
Entity Address, City or Town | Woodland Park, | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07424 | ||
City Area Code | 973 | ||
Local Phone Number | 771-0300 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | ATEX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 476,669,934 | ||
Entity Common Stock, Shares Outstanding | 19,042,634 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K where indicated. Such definitive proxy statement will be filed with the Securities and Exchange Commission no later than 120 days following the end of the registrant’s fiscal year ended March 31, 2023. | ||
Document Fiscal Year Focus | 2023 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001304492 |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 43,182 | $ 105,624 |
Prepaid expenses and other current assets | 16,277 | 10,147 |
Total current assets | 59,459 | 115,771 |
Property and equipment, net | 3,606 | 2,949 |
Right of use assets, net | 3,371 | 4,047 |
Intangible assets | 202,044 | 151,169 |
Other assets | 10,078 | 4,108 |
Total assets | 278,558 | 278,044 |
Current liabilities | ||
Accounts payable and accrued expenses | 6,624 | 6,526 |
Due to related parties | 533 | 120 |
Operating lease liabilities | 1,725 | 1,512 |
Deferred revenue | 2,769 | 1,478 |
Contingent liability | 20,249 | 0 |
Total current liabilities | 31,900 | 9,636 |
Operating lease liabilities | 2,922 | 4,177 |
Contingent liability | 0 | 20,000 |
Deferred revenue | 57,990 | 53,200 |
Deferred income tax | 5,440 | 4,192 |
Other liabilities | 513 | 541 |
Total liabilities | 98,765 | 91,746 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at March 31, 2023 and March 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,921,999 shares issued and outstanding at March 31, 2023 and 18,377,483 shares issued and outstanding at March 31, 2022 | 2 | 2 |
Additional paid-in capital | 518,160 | 500,125 |
Accumulated deficit | (338,369) | (313,829) |
Total stockholders’ equity | 179,793 | 186,298 |
Total liabilities and stockholders’ equity | $ 278,558 | $ 278,044 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 18,921,999 | 18,377,483 |
Common stock, shares outstanding (in shares) | 18,921,999 | 18,377,483 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Operating revenues | |||
Total operating revenues | $ 1,919,000 | $ 1,084,000 | $ 921,000 |
Operating expenses | |||
Direct cost of revenue (exclusive of depreciation and amortization) | 0 | 5,000 | 1,606,000 |
General and administrative | 45,177,000 | 39,525,000 | 39,302,000 |
Sales and support | 5,733,000 | 4,461,000 | 2,942,000 |
Product development | 4,439,000 | 3,593,000 | 4,343,000 |
Depreciation and amortization | 1,420,000 | 1,450,000 | 3,533,000 |
Impairment of long-lived assets | 0 | 0 | 85,000 |
Operating expenses | 56,769,000 | 49,034,000 | 51,811,000 |
(Gain)/loss from disposal of intangible assets, net | (38,399,000) | (11,209,000) | 3,849,000 |
Loss from disposal of long-lived assets, net | 10,000 | 107,000 | 70,000 |
Loss from operations | (16,461,000) | (36,848,000) | (54,809,000) |
Interest income | 1,140,000 | 56,000 | 124,000 |
Other income | 266,000 | 256,000 | 414,000 |
Loss on equity method investment | 0 | 0 | (39,000) |
Loss before income taxes | (15,055,000) | (36,536,000) | (54,310,000) |
Income tax expense | 1,262,000 | 983,000 | 124,000 |
Net loss | $ (16,317,000) | $ (37,519,000) | $ (54,434,000) |
Net loss per common share basic (in dollars per share) | $ (0.87) | $ (2.07) | $ (3.13) |
Net loss per common share diluted (in dollars per share) | $ (0.87) | $ (2.07) | $ (3.13) |
Weighted-average common shares used to compute basic net loss per share (in shares) | 18,841,049 | 18,142,828 | 17,412,958 |
Weighted-average common shares used to compute diluted net loss per share (in shares) | 18,841,049 | 18,142,828 | 17,412,958 |
Service revenue | |||
Operating revenues | |||
Total operating revenues | $ 0 | $ 0 | $ 192,000 |
Spectrum revenue | |||
Operating revenues | |||
Total operating revenues | $ 1,919,000 | $ 1,084,000 | $ 729,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | |
Beginning balance (in shares) at Mar. 31, 2020 | 17,185,000 | ||||
Beginning balance at Mar. 31, 2020 | $ 245,066 | $ 2 | $ 450,978 | $ (205,914) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity based compensation | 16,121 | 16,121 | |||
Restricted shares issued (in shares) | 249,000 | ||||
Stock option exercises (in shares) | 208,000 | ||||
Stock option exercises | 4,218 | 4,218 | |||
Equity payment of prior year accrued employee related expenses (in shares) | 28,000 | ||||
Equity payment of prior year accrued employee related expenses | 1,537 | 1,537 | |||
Net loss | (54,434) | (54,434) | |||
Ending balance (in shares) at Mar. 31, 2021 | 17,670,000 | ||||
Ending balance at Mar. 31, 2021 | 212,508 | $ 2 | 472,854 | (260,348) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity based compensation | 13,725 | 13,725 | |||
Restricted shares issued (in shares) | 226,000 | ||||
Stock option exercises (in shares) | [1] | 778,000 | |||
Stock option exercises | [1] | 15,004 | 15,004 | ||
Shares withheld for taxes (in shares) | (24,000) | ||||
Shares withheld for taxes | (1,458) | (1,458) | |||
Retirement of common stock (in shares) | [1] | (272,000) | |||
Retirement of common stock | [1] | (15,962) | (15,962) | ||
Net loss | (37,519) | (37,519) | |||
Ending balance (in shares) at Mar. 31, 2022 | 18,378,000 | ||||
Ending balance at Mar. 31, 2022 | 186,298 | $ 2 | 500,125 | (313,829) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity based compensation | 17,874 | 17,874 | |||
Restricted shares issued (in shares) | 219,000 | ||||
Stock option exercises (in shares) | 77,000 | ||||
Stock option exercises | 1,726 | 1,726 | |||
Motorola Shares (in shares) | 500,000 | ||||
Shares withheld for taxes (in shares) | (36,000) | ||||
Shares withheld for taxes | (1,565) | (1,565) | |||
Retirement of common stock (in shares) | (216,000) | ||||
Retirement of common stock | (8,223) | (8,223) | |||
Net loss | (16,317) | (16,317) | |||
Ending balance (in shares) at Mar. 31, 2023 | 18,922,000 | ||||
Ending balance at Mar. 31, 2023 | $ 179,793 | $ 2 | $ 518,160 | $ (338,369) | |
[1]Includes approximately $1.0 million, or 20,132 shares, received associated with a non-cash exercise of stock options and subsequent retirement. See Note 10 Stock Acquisition Rights, Stock Options and Warrants and Note 11 Supplemental Disclosure of Cash Flow Information for further discussion and disclosure. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | 1 Months Ended |
May 31, 2021 USD ($) shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares repurchased | $ | $ 1 |
Number of shares repurchased (in shares) | shares | 20,132 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (16,317,000) | $ (37,519,000) | $ (54,434,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Depreciation and amortization | 1,420,000 | 1,450,000 | 3,533,000 |
Non-cash compensation expense attributable to stock awards | 17,874,000 | 13,625,000 | 15,925,000 |
Deferred income taxes | 1,248,000 | 983,000 | 124,000 |
(Gain)/loss from disposal of intangible assets, net | (38,399,000) | (11,209,000) | 3,849,000 |
Loss from disposal of long-lived assets, net | 10,000 | 107,000 | 70,000 |
Impairment of long-lived assets | 0 | 0 | 85,000 |
Loss on equity method investment | 0 | 0 | 39,000 |
Changes in operating assets and liabilities | |||
Accounts receivable | 0 | 4,000 | 57,000 |
Prepaid expenses and other assets | 464,000 | (797,000) | (745,000) |
Right of use assets | 676,000 | 1,053,000 | 1,407,000 |
Accounts payable and accrued expenses | 101,000 | 270,000 | 2,647,000 |
Due to related parties | 413,000 | (32,000) | 42,000 |
Restructuring reserve | 0 | 0 | (636,000) |
Operating lease liabilities | (1,042,000) | (1,382,000) | (1,674,000) |
Contingent liability | 249,000 | 0 | 20,000,000 |
Deferred revenue | 6,081,000 | 51,695,000 | (483,000) |
Other liabilities | (28,000) | (335,000) | 235,000 |
Net cash (used in) provided by operating activities | (27,250,000) | 17,913,000 | (9,959,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of intangible assets, including refundable deposits | (25,004,000) | (26,358,000) | (13,944,000) |
Purchases of equipment | (2,126,000) | (1,053,000) | (230,000) |
Net cash used in investing activities | (27,130,000) | (27,411,000) | (14,174,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from stock option exercises | 1,726,000 | 14,004,000 | 4,218,000 |
Repurchase of common stock | (8,223,000) | (14,962,000) | 0 |
Payments of withholding tax on net issuance of restricted stock | (1,565,000) | (1,458,000) | 0 |
Net cash (used in) provided by financing activities | (8,062,000) | (2,416,000) | 4,218,000 |
Net change in cash and cash equivalents | (62,442,000) | (11,914,000) | (19,915,000) |
CASH AND CASH EQUIVALENTS | |||
Beginning of the year | 105,624,000 | 117,538,000 | 137,453,000 |
End of the year | $ 43,182,000 | $ 105,624,000 | $ 117,538,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Anterix Inc. (the “Company”) is a wireless communications company focused on commercializing its spectrum assets to enable its targeted utility and critical infrastructure customers to deploy private broadband networks and on offering innovative broadband solutions to the same target customers. The Company is the largest holder of licensed spectrum in the 900 MHz band (896 - 901 / 935 - 940 MHz) with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico. On May 13, 2020, the FCC approved the Report and Order (the “Report and Order”) to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions. The Report and Order was published in the Federal Register on July 16, 2020, and became effective on August 17, 2020. The Company is now engaged in qualifying for and securing broadband licenses from the FCC. At the same time, the Company is pursuing opportunities to monetize the broadband spectrum it secures to its targeted utility and critical infrastructure customers. The Company was originally incorporated in California in 1997 and reincorporated in Delaware in 2014. In November 2015, the Company changed its name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, the Company changed its name from pdvWireless, Inc. to Anterix Inc. The Company maintains offices in Woodland Park, New Jersey, McLean, Virginia and Abilene, Texas. Business Developments On October 28, 2022, the Company entered into an agreement with Xcel Energy Services Inc. (“Xcel Energy”) providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”). The Xcel Energy Agreement also provides Xcel Energy an option to extend the agreement for two 10-year terms for additional payments. The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers. The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $80.0 million, of which $8.0 million was received by the Company in December 2022. See Note 3 Revenue for further discussion on the Xcel Energy Agreement. In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy, Inc. (“Evergy”), (the “Evergy Agreement”). The Evergy service territories covered by the Evergy Agreement are in Kansas and Missouri with a population of approximately 3.9 million people. The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments. The Company received full prepayment of $30.2 million for the initial 20-year term in October 2021. During the year ended March 31, 2023, the Company delivered to Evergy the 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband licenses for 81 counties. The revenue recognized for the year ended March 31, 2023 was approximately $0.6 million. See Note 3 Revenue for further discussion on the Evergy Agreement. In February 2021, the Company entered into an agreement with San Diego Gas & Electric Company, a subsidiary of Sempra Energy (“SDG&E”), to provide 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County for a total payment of $50.0 million. The total payment of $50.0 million is comprised of an initial payment of $20.0 million received in February 2021 and the remaining $30.0 million payment, which is due through fiscal year 2024 as the Company delivers the associated broadband licenses to SDG&E and the relevant cleared 900 MHz Broadband Spectrum. In September 2022, the Company delivered to SDG&E 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million. See Note 12 Contingencies for further discussion. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to estimated useful lives of depreciable assets, asset retirement obligations, valuation allowance on the Company’s deferred tax assets and recoverability of intangible assets. The Company is also required to make certain estimates with regard to the valuation of awards and forfeiture rates for its share-based award programs. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, including PDV Spectrum Holding Company, LLC formed in April 2014. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the time of purchase are considered cash equivalents. Cash equivalents are stated at cost, which approximates the quoted market value and includes amounts held in money market funds. Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The cash balance at times may exceed federally insured limits, however, the Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of March 31, 2023 and 2022, substantially all of the Company’s cash balance exceeded the federally insured limits. For the year ended March 31, 2023, the Company’s operating revenue was entirely from Motorola, Ameren, and Evergy as discussed in Note 3 Revenue . For the year ended March 31, 2022, the Company’s operating revenue was entirely from Motorola and Ameren as discussed in Note 3 Revenue . For the year ended March 31, 2021, the Company had one Tier 1 domestic carrier and one reseller that accounted for approximately 17% of total operating revenues, respectively. As of March 31, 2023 and March 31, 2022, the Company does not have an outstanding accounts receivable balance. Allowance for Doubtful Accounts An allowance for uncollectible receivables is estimated, as required, based on a combination of write-off history, aging analysis and any specific known troubled accounts. The Company reviews its allowance for uncollectible receivables on a quarterly basis. Past due balances meeting specific criteria are reviewed individually for collectability. In connection with the Company’s adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as discussed below, the Company will continue to monitor its credit loss exposure based on the write-off history, current conditions and future forecasts on the collectability of the accounts. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the applicable lease term. The carrying amount at the balance sheet date of long-lived assets under construction in process includes assets purchased, constructed, or being developed internally that are not yet in service. Depreciation commences when the assets are placed in service. Depreciation rates for assets are updated periodically to account for changes, if any, in the estimated useful lives of the assets, lease terms, management’s strategic objectives, estimated residual values or obsolescence. Changes in estimates will result in adjustments to depreciation expense prospectively. Accounting for Asset Retirement Obligations An asset retirement obligation is evaluated and recorded as appropriate on assets for which the Company has a legal obligation to retire. The Company records a liability for an asset retirement obligation and the associated asset retirement cost at the time the underlying asset is acquired and put into service. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation, if any. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. The Company entered into long-term leasing arrangements primarily for tower site locations. The Company constructed assets at these locations and, in accordance with the terms of many of these agreements, the Company is obligated to restore the premises to their original condition at the conclusion of the agreements, generally at the demand of the other party to these agreements. The Company recognizes the fair value of a liability for an asset retirement obligation and capitalizes that cost as part of the cost basis of the related asset, depreciating it over the useful life of the related asset. Upon settlement of the obligation, any difference between the cost to retire the asset and the recorded liability is recognized on the Company’s Consolidated Statements of Operations. As of March 31, 2023, the Company settled approximately $0.1 million of its obligation to restore the leased premises to its original condition and revised its asset retirement obligations accrual by $6,000 on estimated future cash flows. As of March 31, 2022, the Company settled approximately $0.1 million of its obligation to restore the leased premises to its original condition and revised its asset retirement obligations accrual by $17,000 on estimated future cash flows. Changes in the liability for the asset retirement obligations for the years ended March 31, 2023 and 2022 are summarized below (in thousands): 2023 2022 Balance at beginning of the year $ 626 $ 749 Liabilities settled (79) (109) Revision of estimate (6) (17) Accretion expense 2 3 Balance at end of the year 543 626 Less amount classified as current - included in accounts payable and accrued expenses 30 85 Noncurrent liabilities - included in other liabilities $ 513 $ 541 Intangible Assets Intangible assets are wireless licenses that are used to provide the Company with the exclusive right to utilize designated radio frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generally ten years, such licenses are subject to renewal by the FCC. License renewals have occurred routinely and at nominal cost in the past. There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Company’s wireless licenses. As a result, the Company has determined that the wireless licenses should be treated as an indefinite-lived intangible asset. The Company will evaluate the useful life determination for its wireless licenses each year to determine whether events and circumstances continue to support their treatment as an indefinite useful life asset. Evaluation of Indefinite-Lived Intangible Assets for Impairment Historically, wireless licenses were tested for impairment on an aggregate basis, consistent with the Company’s dispatch business at a national level. Effective for the year ended March 31, 2021 (“Fiscal 2021”), the Company determined that its unit of accounting should be based on geographic markets and deal markets. Unit of accounting of wireless licenses not associated with closed deals is based on geographic markets. Unit of accounting of wireless licenses associated with closed deals is based on the deal markets. The Company’s wireless licenses not associated with closed deals are tested for impairment based on the geographic markets, as the Company will be utilizing the existing wireless narrowband licenses, or broadband licenses if applicable, as part of facilitating broadband spectrum networks at a geographic market level. The Company’s wireless licenses associated with closed deals are tested for impairment based at the deal market level. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If the Company does not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, the Company will calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized. The Company will use a market-based approach to estimate fair value for impairment testing purposes. The valuation approach used to estimate fair value for the purpose of impairment testing requires management to use complex assumptions and estimates such as population, discount rates, industry and market considerations, long-term market equity risk, as well as other factors. These assumptions and estimates depend on our ability to accurately predict forward looking assumptions including successfully applying for broadband licenses, commercializing our 900 MHz Broadband Spectrum and properly estimating favorable deal terms over the life of the contract. For impairment testing, estimated fair value is determined using a market-based approach primarily using the 600 MHz auction price. As noted in the Report and Order, the FCC will use the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments. During the year ended March 31, 2023 (“Fiscal 2023”), the Company shifted from a probability analysis approach to a more detailed approach with measurable qualitative metrics. The new approach, Demonstrated Intent (“DI”), determines how likely a deal is to close based on certain qualitative factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application. As a result, the Company will utilize the DI scores on a go-forward basis for our impairment analysis. As of and for the year ended March 31, 2023, the Company performed a step one quantitative approach impairment test as of January 1, 2023, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market. During the year ended March 31, 2022 (“Fiscal 2022”), the Company changed the date of its annual impairment assessment from March 31, its fiscal year-end, to January 1. For the year ended March 31, 2022, the Company performed a step zero qualitative approach impairment test as of January 1, 2022, for each geographical market to test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. As a result of the step zero test, the Company was not required to perform a step one analysis. For the year ended March 31, 2021, the Company performed a step one quantitative impairment test to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market. Based on the results of the impairment tests, there were no impairment charges recorded during the years ended March 31, 2023, 2022 and 2021. Exchanges of Intangible Assets At times, the Company enters into agreements to exchange or cancel spectrum licenses. Upon entering into the arrangement, if the transaction has been deemed to have commercial substance, spectrum licenses are reviewed for impairment. The licenses are exchanged or cancelled at their carrying value and adjusted for any gain or loss recognized. Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their new accounting basis, for those acquired from the FCC, or fair value for those acquired from third party, (collectively, the “acquired basis”). The difference between the acquired basis of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on disposal of spectrum licenses reported separately on the Company’s Consolidated Statements of Operations. The acquired basis of spectrum licenses is based on information for which there is little or no observable market data. If the transaction lacks commercial substance or the acquired basis is not measurable, the acquired spectrum licenses are recorded at the carrying value of the spectrum assets transferred, cancelled or exchanged. For the purpose of the valuation of broadband licenses received in connection with nonmonetary exchanges, the Company utilizes the 600 MHz Auction price per MHzPop, as defined in the Report and Order, which is considered the accounting basis for the new broadband licenses. See Note 5 Intangible Assets for a discussion on the Company’s spectrum exchanges during the years ended March 31, 2023 and 2022. Long-Lived Assets and Right of Use Assets Impairment The Company evaluates long-lived assets, including right of use assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of cash flows of other groups of assets and liabilities. When the carrying amount of the asset groups are not recoverable and exceeds its fair value, an impairment loss is recognized equal to the excess of the asset group’s carrying value over the estimated fair value. There were no impairment charges during the years ended March 31, 2023 and March 31, 2022. During the year ended March 31, 2021, the Company recorded an $85,000 non-cash impairment charge for long-lived assets consisting of network site and equipment costs to reduce the carrying values to zero. Fair Value Measurement A Level 1, Level 2 or Level 3 fair value hierarchy is used to categorize fair value amounts depending on the quality of inputs used to measure the fair value. Level 1 fair value derived inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 fair value derived inputs are based on quoted prices for similar assets and liabilities in active markets or based on inputs other than quoted prices for the assets or liability that are either directly or indirectly observable. Level 3 fair value derived inputs are unobservable for the asset or liability as a result of little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques for the fair values of the applicable assets or liabilities based on the available inputs. When available, the Company measures fair value using Level 1 inputs as they generally provide the most reliable evidence of fair value. The inputs may fall into different levels within the hierarchy in some valuations. In these cases, the fair value hierarchy of the asset or liability level is based on the lowest level of input that is significant to the fair value measurements. Financial Instruments Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. Leases Leases in which the Company is the lessee are comprised of corporate office space and tower space. Substantially all of the leases are classified as operating leases. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2023 through June 30, 2027, which includes lease extensions ranging from three In accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, Leases (“ASC 842”), the Company recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s Consolidated Balance Sheets for its operating lease agreements with contractual terms greater than 12 months. Lease liabilities are based on the present value of remaining lease payments over the lease term. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms. Revenue Recognition Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, Revenue from Contracts with Customers (“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. It generally determines standalone selling prices based on the prices charged to customers under contracts involving only the relevant performance obligation. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. For the Company’s customer agreements, most of the performance obligations involve delivering leased spectrum on a county-by-county basis and are generally satisfied over time as services are provided. The nature of the licenses provide the benefit of the leased spectrum regardless of whether the customer uses the spectrum or not. As a result, revenue will be recognized ratably as the Company delivers cleared 900 MHz Broadband Spectrum and the associated broadband licenses to the customer on a county-by-county basis over the contractual term. See Note 3 Revenue for a discussion of the Company’s recognized revenues during the years ended March 31, 2023, 2022 and 2021. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions met the requirements to be capitalized and were recorded as an asset upon the Company’s adoption of ASC 606. For the years ended March 31, 2023 and 2022, the Company capitalized commission costs required to obtain long-term 900 MHz Broadband Spectrum lease agreements which will be amortized over the contractual term. See Note 3 Revenue for a discussion on the Company’s capitalized contract assets incurred during the period ended March 31, 2023 and 2022. Direct Cost of Revenue The Company’s historical direct cost of revenue related to its TeamConnect service offering includes the costs of operating its dispatch network and its cloud-based solutions. With respect to sales of its historical software applications through its wireless carrier partners, direct cost of revenue includes the portion of service revenue retained by its domestic Tier 1 carrier or reseller partners pursuant to its agreements with these parties, which may include network services, connectivity, SMS service, sales, marketing, billing and other ancillary services. Contract Assets and liabilities The Company recognizes a contract asset for the incremental costs of obtaining a contract with a customer. These costs include sales commissions, equity compensation and other costs associated with acquiring customer contracts. These costs are amortized ratably using the portfolio approach over the estimated customer contract period. The Company will review the contract asset on a periodic basis to determine if an impairment exists and will review the contract assets for potential credit loss exposure. If it is determined that there is an impairment, or a potential credit loss, the Company will expense the contract asset. Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which revenue is recognized over time, as the services are performed. These contract liabilities are recorded as deferred revenue on the balance sheet. Product Development Costs The Company charges all product and development costs to expense as incurred. Types of expense incurred in product and development costs include employee compensation, consulting, travel, equipment and technology costs. Advertising and Promotional Expense The Company expenses advertising and promotional costs as incurred. Advertising and promotional expense was approximately $92,000, $89,000 and $19,000 for the years ended March 31, 2023, 2022 and 2021, respectively. Stock Compensation The Company accounts for stock options in accordance with U.S. GAAP, which requires the measurement and recognition of compensation expense, based on the estimated fair value of awards granted to consultants, employees and directors. The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s statements of operations over the requisite service periods. In the event the participant’s employment by or engagement with (as a director or otherwise) the Company terminates before exercise of the options granted, the stock options granted to the participant shall immediately expire and all rights to purchase shares thereunder shall immediately cease and expire and be of no further force or effect, other than applicable exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement. Additionally, the Company’s Compensation Committee (the “Compensation Committee”) adopted an Executive Severance Plan (the “Severance Plan”) in February 2015, which was amended in February 2019, and the Company subsequently entered into Severance Plan Participation Agreements with its executive officers. In addition to providing participants with severance payments, the Severance Plan provides for accelerated vesting and extends the exercise period for outstanding equity awards if the Company terminates a participant’s service for reasons other than cause, death or disability or the participant terminates his or her service for good reason, whether before or after a change of control (each of such terms as defined in the Severance Plan). In addition to the Severance Plan, the equity awards issued to the Company’s President and Chief Executive Officer provide for accelerated vesting upon termination of service for reasons other than cause or a resignation for good reason; involuntary termination in connection with a change in control; or a change in control with a purchase price at or above $100 per share (each of such terms defined in the equity award agreements). To calculate option-based compensation, the Company uses the Black-Scholes option-pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by assumptions regarding a number of subjective variables. The compensation cost for the stock options with a graded vesting schedule is recognized on an accelerated method over the vesting period. The fair value of restricted stock, restricted stock units and performance units without market conditions are measured based upon the quoted closing market price for the stock on the date of grant. The compensation cost for the restricted stock and restricted stock units is recognized on a straight-line basis over the vesting period. The compensation cost for the performance units without market conditions is recognized when the performance criteria are expected to be complete. The Company uses a Monte Carlo simulation model to determine the fair value of performance units with market condition at grant date. The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the target composite index. The use of the Monte Carlo simulation model requires the input of a number of assumptions including expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock; correlation between changes in the Company’s stock price and changes in the target composite index, which is based on the historical relationship between the Company’s stock price and the target composite index average; risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the performance unit as of the grant date; and expected dividends as applicable, which is zero, as the Company has never paid any cash dividends. Any future determination to pay dividends will be at the discretion of the board of directors (the “Board”) and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion. Therefore, the Company has used an expected dividend yield of zero in the Monte Carlo simulation model. No tax benefits have been attributed to the share-based compensation expense because the Company maintains a full valuation allowance for all net deferred tax assets. All excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, are recognized as income tax expense or benefit in the income statement, eliminating the notion of the additional paid-in capital (“APIC”) pool. The excess tax benefits are classified as operating activities along with other income tax cash flows rather than financing activities in the statement of cash flows. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements are presented as a financing activity in the statement of cash flows. Retirement of common stock From time to time, the Company may acquire its common stock through share repurchases or option exercise swaps and return these shares to authorized and unissued. If the Company elects to retire these shares, the Company’s policy is to allocate a portion of the repurchase price to par value of common stock with the excess over par value allocated to accumulated deficit. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities as well as from net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. Changes in valuation allowance for the years ended March 31, 2023, 2022 and 2021 are summarized below (in thousands): 2023 2022 2021 Balance at beginning of the year $ 79,998 $ 65,304 $ 47,664 Charged to costs and expenses 1,218 979 124 Changes in net loss carryforward and other 4,768 13,715 17,516 Balance at end of the year $ 85,984 $ 79,998 $ 65,304 Accounting for Uncertainty in Income Taxes The Company recognizes the effect of tax positions only when they are more likely than not to be sustained. Management has determined that the Company had no uncertain tax positions that would require financial statement recognition or disclosure. The Company is no longer subject to U.S. federal, state or local income tax examinations for periods prior to 2019. When applicable, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. Net Loss Per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. For purposes of the diluted net loss per share calculation, preferred stock, convertible notes payable-affiliated entities, stock options, restricted stock and warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the years ended March 31, 2023, 2022 and 2021, diluted net loss per common share is the same as basic net loss per common share for those periods. Common stock equivalents resulting from potentially dilutive securities approximated 352,000, 1,343,000 and 1,382,000 at March 31, 2023, 2022 and 2021, respectively, and have not been included in the dilutive weighted average shares of common stock outstanding, as their effects are anti-dilutive. Recently Issued Accounting Pronouncements While there have been accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date, these updates are not expected to have a material impact on the Company’s consolidated financial statements upon adoption . |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the years ended March 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Spectrum revenues 900 MHz Broadband Spectrum Revenue Ameren $ 609 $ 355 $ — Evergy (1) 581 — — Narrowband Spectrum Revenue Motorola 729 729 729 Total spectrum revenue (2) $ 1,919 $ 1,084 $ 729 Services revenue — — 192 Total operating revenues $ 1,919 $ 1,084 $ 921 1. The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to Evergy for 81 counties. 2. Revenue recognized during the years ended March 31, 2023, 2022 and 2021 was included in deferred revenue at the beginning of the respective periods. 900 MHz Broadband Spectrum Revenue In December 2020, the Company entered into its first long-term lease agreements of 900 MHz Broadband Spectrum with Ameren. The Ameren Agreements will enable Ameren to deploy a PLTE network in its service territories in Missouri and Illinois, covering approximately 7.5 million people. Each Ameren Agreement is for an initial term of 30 years with a 10-year renewal option for an additional payment. The scheduled prepayments for the 30-year initial terms of the Ameren Agreements total $47.7 million, of which $0.3 million was received by the Company in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021. The prepayments received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 cleared spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements. The remaining prepayments for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory. In August 2021, the FCC granted the first 900 MHz broadband licenses to the Company for several counties in Ameren’s service territory, for which the Ameren Agreements were also subsequently approved by the FCC. In accordance with ASC 606, the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue is recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county, over the contractual term of 30-years. In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy. The Evergy service territories covered by the Evergy Agreement are in Kansas and Missouri, with a population of approximately 3.9 million people. The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments. Prepayment in full of the $30.2 million for the 20-year initial term, which was due and payable within thirty (30) days after execution of the Evergy Agreement, was received by the Company in October 2021. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement. In accordance with ASC 606, the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue is recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county, over the contractual term of 20-years. In October 2022, the Company entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin. The Xcel Energy Agreement also provides Xcel Energy an option to extend the agreement for two 10-year terms for additional payments. The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers. The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $80.0 million, of which $8.0 million was received by the Company in December 2022. The remaining prepayments for the 20-year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories. In accordance with ASC 606, the payments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county, over the contractual term of approximately 20-years. Narrowband Spectrum Revenue In September 2014, Motorola paid the Company an upfront, fully-paid fee of $7.5 million in order to use a portion of the Company’s narrowband spectrum licenses. The payment of the fee is accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and is recognized ratably as the service is provided over the contractual term of approximately ten years. Service Revenue The Company has historically derived its service revenue from its pdvConnect, TeamConnect, and Diga-talk service offerings. In December 2018, the Board approved the transfer of various customers under its TeamConnect business to A BEEP and Goosetown along with the support for its pdvConnect business to help reduce operating costs and to allow the Company to focus on its FCC initiatives and future broadband opportunities. As a result of the completion of the migration to A BEEP and Goosetown in December 2020, service revenue is recorded to other income on the Company’s Consolidated Statements of Operations. The payments received from Goosetown ended during Fiscal 2022 and A BEEP is expected to continue to provide payments until December 2024. Contract Assets The following table presents the activity for the Company’s contract assets (in thousands): 2023 2022 Balance at the beginning of the year $ 638 $ 381 Additions 249 263 Amortization (17) (6) Impairment — — Balance at the end of the year 870 638 Less amount classified as current assets - prepaid expenses and other current assets (418) (238) Noncurrent assets - included in other assets $ 452 $ 400 Contract liabilities The following table presents the activity for the Company’s contract liabilities (in thousands): 2023 2022 Balance at the beginning of the year $ 54,678 $ 2,983 Additions 8,000 52,779 Revenue recognized (1,919) (1,084) Balance at the end of the year 60,759 54,678 Less amount classified as current liabilities (2,769) (1,478) Noncurrent liabilities $ 57,990 $ 53,200 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following at March 31, 2023 and 2022 (in thousands): Estimated 2023 2022 Network sites and equipment 5-10 years $ 12,292 $ 14,588 Computer software 1-7 years 847 639 Computer equipment 5-7 years 279 204 Furniture and fixture and other equipment 2-5 years 450 415 Leasehold improvements Shorter of the lease term or 10 years 819 242 14,687 16,088 Less accumulated depreciation 11,628 13,379 3,059 2,709 Construction in process 547 240 Property and equipment, net $ 3,606 $ 2,949 Depreciation expense for the years ended March 31, 2023, 2022 and 2021 amounted to approximately $1.4 million, $1.5 million and $3.5 million, respectively. During the year ended March 31, 2021, the Company recorded $85,000 of non-cash impairment charges for network sites and equipment to reduce the carrying values to zero. There were no impairment charges during the years ended March 31, 2023 and March 31, 2022. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There were no impairment charges related to the Company’s indefinite-lived intangible assets during the years ended March 31, 2023, 2022 and 2021. Intangible assets consist of the following at March 31, 2023 and 2022 (in thousands): Wireless Licenses Balance at March 31, 2021 $ 122,117 Acquisitions 17,843 Exchanges - licenses received 15,341 Exchanges - licenses surrendered (4,132) Balance at March 31, 2022 151,169 Acquisitions 12,476 Exchanges - licenses received 46,174 Exchanges - licenses surrendered (7,775) Balance at March 31, 2023 $ 202,044 Purchases of intangible assets, including refundable deposits During the years ended March 31, 2023, 2022 and 2021, the Company entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S. Treasury Department. The initial deposits to incumbents are recorded as prepaid expenses and other current assets on the Company’s Consolidated Statements of Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. The initial deposits are transferred to other assets or intangible assets in the Company’s Consolidated Statements of Balance Sheets, as applicable, upon meeting the relevant deal milestones. The final payments related to closed retuning or swap deals are recorded as other assets on the Company’s Consolidated Statements of Balance Sheets. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Statements of Balance Sheets. The purchases of intangible assets, including refundable deposits, consisted of the following activity during the years March 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Refundable deposits * $ 6,492 $ 5,621 $ (1,986) Retuning cost and Swaps 6,036 2,894 290 Purchases and Anti-Windfall Payments 12,476 17,843 15,640 Total $ 25,004 $ 26,358 $ 13,944 * The decrease in refundable deposits during the year end 2021 was related to the exchange of narrowband license discussed below. Broadband License Exchanges During the year ended March 31, 2023, the Company was granted by the FCC, broadband licenses for 84 counties. The Company recorded the new broadband licenses at their estimated accounting cost basis of approximately $46.2 million. In connection with receiving the broadband licenses, the Company disposed of $7.8 million related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 84 counties. The total carrying value of narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs. As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $38.4 million, for the year ended March 31, 2023. During the year ended March 31, 2022, the Company was granted by the FCC, broadband licenses for 21 counties. The Company recorded the new broadband licenses at their estimated accounting cost basis of approximately $15.3 million. In connection with receiving the broadband licenses, the Company disposed of $4.1 million related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 21 counties. The total carrying value of narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs. As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $11.2 million, for the year ended March 31, 2022. Narrowband License Exchanges In September 2020, the Company closed an agreement with a third party for the exchange of 900 MHz licenses. Under the agreement, the Company received spectrum licenses at their estimated fair value of approximately $0.2 million and a payment of $1.2 million in cash to clear the channels received from incumbents. In January 2018, the Company received $0.6 million as a refundable deposit when the agreement was executed during the year ended March 31, 2018, and the Company is entitled to receive the remaining $0.6 million upon receipt of FCC approval and closing of the agreement in September 2020. Under the agreement, the Company transferred spectrum licenses with book value of approximately $0.3 million to the third party. The Company recognized a $1.1 million gain from disposal of intangible assets on the Company’s Consolidated Statements of Operations when the deal closed in September 2020. The Association of American Railroads The nation’s railroads, particularly the major freight lines, operate on six narrowband 900 MHz channels licensed to the Association of American Railroads (“AAR”). Three of these narrowband channels are located in the 900 MHz broadband segment created by the FCC in the Report and Order. As a result, in order to qualify for broadband licenses under the Report and Order, the Company will be required to provide spectrum for the relocation of the AAR channels to narrowband channels outside the 900 MHz broadband segment. In January 2020, the Company entered into an agreement with the AAR pursuant to which the Company agreed to cancel licenses in the 900 MHz band to enable the AAR to relocate its operations, including operations utilizing the three channels located in the 900 MHz broadband segment (the “AAR Agreement”). The Report and Order provides that the FCC will make the channels associated with these licenses available to the AAR to enable the AAR to relocate their current operations. The Report and Order also provides that the FCC will credit the Company for its cancelled licenses for purposes of determining the Company’s eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments. In accordance with the Report and Order and the AAR Agreement, the Company cancelled its licenses in June 2020. Because the Company did not receive any licenses nor monetary reimbursement in exchange for the cancellation, but only credit for purposes of determining its future eligibility and payment obligations for broadband licenses under the Report and Order, the Company recorded a $4.7 million loss from disposal of the intangible assets on the Company’s Consolidated Statements of Operations for the year ended March 31, 2021. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses The table below provides additional information related to the Company’s accounts payable and accrued expenses at March 31, 2023 and 2022 (in thousands): 2023 2022 Accounts payable $ 755 $ 1,044 Accrued employee related expenses 4,271 4,730 Accrued expenses 1,267 735 Other 331 17 Total accounts payable and accrued expenses $ 6,624 $ 6,526 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the transfer of its TeamConnect business and support for its pdvConnect business, the Company entered into a memorandum of understanding (“MOU”) with the principals of Goosetown on December 31, 2018. Under the MOU, the Company agreed to assign the intellectual property rights to its pdvConnect application to TeamConnect LLC (“LLC”), a new entity formed by the principals of Goosetown, in exchange for a 19.5% ownership interest in the LLC, effective April 30, 2019. Under the terms of the MOU, the Company was obligated to pay the LLC a monthly service fee for a 24-month period ending on January 7, 2021 for its assumption of the Company’s support obligations under the A BEEP and Goosetown Agreements. The Company is also obligated to pay the LLC a certain portion of the billed revenue received by the Company from pdvConnect customers for a 48-month period. On February 22, 2023, the Company amended the LLC agreement to withdraw as a member of the LLC for no consideration. For the years ended March 31, 2023, 2022 and 2021, the Company incurred payments of $55,000, $60,000 and $0.6 million under the MOU, respectively. As of March 31, 2023 and March 31, 2022, the Company did not have outstanding liabilities to the related parties associated with the services transfer. During the year ended March 31, 2023, the Company purchased equipment from Motorola in the amount of $1.4 million. In addition, the Company entered into a Frequency Relocation Agreement with Motorola for a total amount of $1.0 million, of which the Company paid $0.1 million during the year ended March 31, 2023. The Company did not purchase any equipment from Motorola for the years ended March 31, 2022 and 2021. The Company recognized approximately $0.7 million each year in Spectrum revenue for the years ended March 31, 2023, 2022 and 2021. As of March 31, 2023, the Company owed $0.5 million to Motorola in connection with the equipment purchased. As of March 31, 2022, the Company owed $0.1 million to Motorola, unrelated to the Frequency Relocation Agreement. On May 5, 2020, the Company entered into a consulting agreement with Rachelle B. Chong under which Ms. Chong will serve as a Senior Advisor to the Company’s management team effective May 15, 2020. In connection with the consulting agreement, Ms. Chong submitted her resignation from the Board and as a member of the Board’s Nominating and Corporate Governance Committee. For the years ended March 31, 2023, 2022 and 2021, the Company incurred $0.1 million and $0.1 million and $0.1 million, respectively, in consulting fees to Ms. Chong. As of March 31, 2023 and 2022, the Company did not have any outstanding liabilities to Ms. Chong. On June 25, 2020, as part of its Executive Succession Plan (the “Succession Plan”), the Company announced that Brian D. McAuley had submitted his resignation as Executive Chairman of the Board, effective on July 1, 2020. On August 27, 2020, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. McAuley under which Mr. McAuley will serve as a Senior Advisor to the Company’s management team and provide strategic, corporate governance and Board advisory services. In July 2022, the Company extended the agreement by an additional 12 months with a new termination date of September 1, 2023. The Consulting Agreement provides that Mr. McAuley will receive cash compensation of $40,000 per year and allow for his outstanding equity awards to continue to vest, unless accelerated pursuant to the terms of the agreement. For the years ended March 31, 2023, 2022 and 2021, the Company incurred approximately $40,000, $40,000 and $23,000, respectively, in consulting fees to Mr. McAuley. As of March 31, 2023 and 2022, the Company did not have any outstanding liabilities to Mr. McAuley. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On April 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. Substantially all the leases in which the Company is the lessee are comprised of corporate office space and tower space. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2023 through June 30, 2027, which includes lease extensions for its corporate headquarters ranging from three Substantially all of the Company’s leases are classified as operating leases, and as such, were previously not recognized on the Company’s Consolidated Balance Sheet. With the adoption of ASC 842, operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheet as ROU assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: 2023 2022 Weighted average term - operating lease liabilities 2.87 years 3.57 years Weighted average incremental borrowing rate - operating lease liabilities 12 % 13 % Rent expense amounted to approximately $1.8 million for the year ended March 31, 2023, of which is included in general and administrative expenses on the Company’s Consolidated Statement of Operations. Rent expense amounted to approximately $2.0 million for the year ended March 31, 2022, of which is included in general and administrative expenses on the Company’s Consolidated Statement of Operations. Rent expense amounted to approximately $2.6 million for the year ended March 31, 2021, of which approximately $1.2 million are included in direct cost of revenue and the remainder of approximately $1.4 million included in general and administrative on the Company’s Consolidated Statement of Operations. For the years ended March 31, 2023, 2022 and 2021, the following table presents net lease cost (in thousands): 2023 2022 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 1,817 $ 1,950 $ 2,451 Short term lease cost 7 16 110 Sublease income — — (6) Net lease cost $ 1,824 $ 1,966 $ 2,555 For the years ended March 31, 2023, 2022 and 2021, the following table presents other supplemental cash flow lease information (in thousands): 2023 2022 2021 Cash paid activity: Operating lease - operating cash flows (fixed payments) $ 2,217 $ 2,286 $ 2,746 Operating lease - operating cash flows (liability reduction) $ 1,042 $ 1,382 $ 1,674 Non-cash activity: Right of use assets obtained in exchange for new operating lease liabilities $ 165 $ 116 $ 230 The following table presents supplemental balance sheet information as of March 31, 2023 and 2022 (in thousands): 2023 2022 Non-current assets - right of use assets, net $ 3,371 $ 4,047 Current liabilities - operating lease liabilities $ 1,725 $ 1,512 Non-current liabilities - operating lease liabilities $ 2,922 $ 4,177 Future minimum payments under non-cancelable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the year ended March 31, 2023 are as follows (in thousands): Fiscal Year Operating 2024 $ 2,161 2025 1,701 2026 943 2027 521 2028 156 After 2027 20 Total future minimum lease payments 5,502 Amount representing interest (855) Present value of net future minimum lease payments $ 4,647 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the year ended March 31, 2023, the Company had federal and state NOL carryforwards of approximately $327.8 million and $216.7 million respectively. Of these federal and state NOLs, approximately $90.3 million and $153.0 million, respectively, are expiring in various amounts from 2023 through 2037. The remaining federal and state NOLs of approximately $237.5 million and $63.7 million, respectively, have an indefinite life but the federal NOLs may only offset 80% of taxable income when used. For the year ended March 31, 2022, the Company incurred federal and state operating losses of approximately $330.7 million and $191.8 million, respectively, to offset future taxable income, of which $240.4 million federal NOL and $37.3 million of state NOLs can be carried forward indefinitely but can only offset 80% of taxable income when used. The Company has net deferred tax assets, before applying the valuation allowance, of approximately $80.5 million and $75.8 million relating principally to the NOLs as of March 31, 2023 and 2022, respectively. Federal NOL carryforwards may be subject to limitations as a result of the change in ownership that occurred in the year ended March 31, 2015, as defined under Internal Revenue Code Section 382. State NOL carryforwards are subject to limitations which differ from federal law in that they may not allow the carryback of net operating losses and have shorter carryforward periods. Accounting Standards Codification Topic 740, Income Taxes, requires that a valuation allowance be recorded to reduce deferred tax assets when it is more likely than not that the tax benefit of the deferred tax assets will not be realized. The evaluation includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. In situations where a three-year cumulative loss condition exists, accounting standards limit the ability to consider projections of future results as positive evidence to assess the realizability of deferred tax assets. Since inception, the Company has incurred consecutive tax losses which represents significant negative evidence toward the realizability of its deferred tax assets. Therefore, the Company continues to apply a full valuation allowance against its deferred tax assets as of March 31, 2023 and 2022, with the exception of the net deferred tax liability of approximately $5.4 million and $4.2 million, respectively, regarding indefinite-lived intangibles. For Fiscal 2023, analysis of the state NOL carryforwards revealed that most of them are not indefinite. The Company recorded $0.8 million of state deferred tax expense during the year March 31, 2023 and increased the state deferred tax liability by the same amount from the inability to use the state NOL carryforwards against the indefinite-lived intangible. For Fiscal 2022, the Company recorded $0.6 million of state deferred tax benefit during the year March 31, 2022 and decreased the state deferred tax liability by the same amount from the inability to use the state NOL carryforwards against the indefinite-lived intangible. This valuation allowance has no effect on the Company’s ability to utilize the deferred tax assets to offset future taxable income, if generated. As required by U.S. GAAP, the Company will continue to assess the likelihood that the deferred tax assets will be realizable in the future and the valuation allowance will be adjusted accordingly. The tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets in a future period will be recognized as a reduction of future income tax expense in that period. Net deferred tax assets and liabilities consist of the following as of March 31, 2023 and 2022 (in thousands): 2023 2022 Deferred tax asset Property and equipment $ 724 $ 700 Accrued expenses 209 998 Deferred revenue 6,131 502 Asset retirement obligations 13 12 Net operating loss carryforward 81,908 81,818 Operating lease liabilities 1,312 1,434 Charitable contributions carryforward 64 60 Stock compensation expense 6,744 4,408 Total deferred tax asset 97,105 89,932 Deferred tax liability Right of use assets (821) (1,006) Indefinite-lived intangible assets (15,740) (13,120) Total deferred tax liability (16,561) (14,126) Total deferred tax assets and liabilities 80,544 75,806 Valuation allowance (85,984) (79,998) Net deferred tax assets and liabilities $ (5,440) $ (4,192) The components of the income tax expense for the years ended March 31, 2023, 2022 and 2021 are as follows (in thousands): 2023 2022 2021 Current: Federal $ — $ — $ — State 44 5 2 Total current* 44 5 2 Deferred: Federal 442 370 251 State 776 608 (127) Total deferred 1,218 978 124 Total income tax expense $ 1,262 $ 983 $ 126 * Fiscal 2021 current state tax expense was recorded as general and administrative expense. The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the years ended March 31, 2023, 2022 and 2021 are as follows (in thousands): 2023 2022 2021 Statutory federal tax $ (3,162) 21 % $ (7,672) 21 % $ (11,405) 21 % State income taxes, net of federal benefit 814 -23 % 612 -2 % (125) 1 % Incentive stock option expense (27) 0 % (564) 2 % (720) 1 % Other permanent differences (62) 0 % (4,017) 11 % (251) 0 % 162M executive compensation limit 316 -2 % 1,673 -5 % 729 -1 % Restricted stock shortfall/windfall — 0 % (617) 2 % (136) 0 % Change in valuation allowance - Federal 3,314 -22 % 11,408 -31 % 14,570 -27 % Prior-year adjustments 69 0 % 160 -1 % (2,536) 5 % $ 1,262 -26 % $ 983 -3 % $ 126 0 % |
Stock Acquisition Rights, Stock
Stock Acquisition Rights, Stock Options and Warrants | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Acquisition Rights, Stock Options and Warrants | Stock Acquisition Rights, Stock Options and Warrants The Company established the 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2014 Stock Plan superseded previous stock plans. The Board has reserved 5,027,201 shares of common stock for issuance under the 2014 Stock Plan as of March 31, 2023, of which 502,256 shares are available for future issuance. Historically, the number of shares reserved under the 2014 Stock Plan were increased, based on Board approval, each January 1 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 (the “evergreen provision”). Effective January 1, 2021, the Board elected to increase the shares authorized under the 2014 Stock Plan by 879,216 shares, which represented 5% of the of the Company’s common stock issued and outstanding as of December 31, 2020. On June 14, 2021, the Compensation Committee of the Board approved Amendment No. 1 to 2014 Stock Plan to eliminate the evergreen provision for all future years (i.e., January 1, 2022 through January 1, 2024). Restricted Stock and Restricted Stock Units A summary of non-vested restricted stock activity for the year ended March 31, 2023 is as follows: Restricted Weighted Non-vested restricted stock outstanding at March 31, 2022 544,287 $ 47.39 Granted 255,912 47.85 Vested (214,029) 46.22 Forfeited (17,508) 50.92 Non-vested restricted stock outstanding at March 31, 2023 568,662 $ 47.93 The following table reflects activity related to our restricted stock for the years ended March 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted-average grant-date fair value per unit granted $ 47.85 $ 50.64 $ 46.07 Fair value of restricted stock units vested (in thousands) $ 12,245 $ 12,240 $ 8,165 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 $10.9 million for the year ended March 31, 2023, which included $9.8 million in general and administrative expenses, $0.6 million in product development and the remainder of approximately $0.5 million included in sales and support reported on the Company’s Consolidated Statements of Operations. Stock compensation expense related to restricted stock was approximately $9.7 million for the year ended March 31, 2022, which included $8.5 million in general and administrative expenses, $0.7 million in product development and the remainder of approximately $0.5 million included in sales and support reported on the Company’s Consolidated Statements of Operations. Stock compensation expense related to restricted stock was approximately $9.2 million for the year ended March 31, 2021, which included $0.8 million of expense related to the Type III modification of restricted stock units held by the Company’s former Chairman of the Board upon his transition to a consultant to the Company that is probable of vesting under the modified condition of which approximately, $8.4 million are included in general and administrative expenses, $0.6 million in product development and the remainder of approximately $0.2 million included in sales and support reported on the Company’s Consolidated Statements of Operations. As of March 31, 2023, the Company did not incur stock compensation costs to obtain its long-term 900 MHz Broadband Spectrum lease agreements. As of March 31, 2022, the Company incurred stock compensation costs to obtain its long-term 900 MHz Broadband Spectrum lease agreements amounting to approximately $0.1 million, which was capitalized and will be amortized over the contractual term of approximately 20-years. In May 2020, the Compensation Committee granted restricted stock awards for 28,000 shares of common stock, or approximately $1.5 million, to satisfy the Fiscal 2021 bonus liability, recorded in accounts payable and accrued expenses, for key individuals. As of March 31, 2023 and 2022, there was $18.5 million and $18.4 million, respectively, of unvested compensation expense for the restricted stock, which is expected to be recognized over a weighted average period of 2.31 years and 2.53 years, respectively. Performance-Based Restricted Stock Units A summary of the performance-based restricted stock unit activity for the year ended March 31, 2023 is as follows: Performance Stock Weighted Performance stock outstanding at March 31, 2022 75,049 $ 58.65 Granted — — Vested — — Forfeited/cancelled — — Performance stock outstanding at March 31, 2023 75,049 $ 58.65 The following table reflects activity related to our performance-based restricted stock units for the years ended March 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted-average grant-date fair value per unit granted $ — $ — $ 58.65 Fair value of Performance stock units vested (in thousands) $ — $ — $ 3,941 Outstanding performance stock units included in the table above are shown at target. Share payout can range from 0% to 200% for CEO Performance Units (as defined below) based on the Cumulative Spectrum Proceeds Monetized (“CSPM”) metric and 25% to 350% for CEO Performance Units based on the Total Stockholders Return (“TSR Performance Units”) metrics. Performance-Based related to Report and Order and Long-Term Agreement(s) On February 28, 2020, the Company awarded 95,538 performance-based restricted stock units. The performance goals are: (A) Target Goal : 50% of the shares vest upon (i) achievement by December 31, 2020 of 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 (ii) the lack of objection by the Board 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; and (B) Stretch Goal : The remaining 50% of the performance shares vest and settle upon the occurrence of all three of the following conditions: (i) the Company enters into one or more long-term agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (ii) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds a certain amount as specified by the Board; and (iii) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board approval(s) or such approval(s) has/have been received. Additionally, on February 28, 2020, the Company awarded 43,446 performance-based restricted stock units. The performance goal related to these units is: 100% of the shares will vest upon (i) achievement by December 31, 2020 of a Final Order 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 (ii) the lack of objection by the Board 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. On September 30, 2020, the Company recorded stock compensation expense included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations amounting to approximately $4.3 million based on the achievement of the Target Goal described above or approximately 91,216 shares under the performance-based restricted stock units, upon the Report and Order becoming effective in August 2020. As of March 31, 2021, there was no stock compensation expense recognized for the Stretch Goal described above under the performance-based restricted stock units as the 47,768 performance-based restricted stock units expired as unvested. CEO Performance Units Cumulative Spectrum Proceeds Monetized On December 31, 2020, the Compensation Committee awarded performance-based restricted units to the Company’s President and Chief Executive Officer as part of the Succession Plan, (the “CEO Performance Units”). The performance-based restricted units will vest on a determination date of June 24, 2024 (“Determination Date”) (unless sooner triggered by an earlier involuntary termination), based on Cumulative Spectrum Proceeds Monetized (“CSPM”) metric over a four-year measurement period commencing on June 24, 2020, with 15,025 units vesting if the minimum CSPM level is achieved, 30,049 units vesting if the target CSPM metric is achieved and up to 60,098 vesting if the maximum CSPM metric is achieved. The Company recorded approximately $0.3 million, $0.3 million and $0.1 million of stock compensation expense included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations relating to the CEO Performance Units - CSPM for the years ended March 31, 2023, 2022 and 2021, respectively. As of March 31, 2023 and 2022, there was approximately $0.8 million and $0.8 million, respectively, of unvested compensation expense for the outstanding performance-based restricted stock units related to the December 31, 2020 CEO Performance Units, which is expected to be recognized over a weighted average period of 1.49 years and 2.49 years, respectively. Total Stockholder Return On February 1, 2021, the Compensation Committee awarded performance-based restricted units to the Company’s President and Chief Executive Officer based on Total Stockholder Return metrics (“TSR Performance Units”). The performance-based restricted units will vest upon continued service and achievement of certain stock price levels calculated using a four-year compound annual growth rate and based on the average closing bid price per share of the Company’s common stock measured over a sixty-trading day period (“Stock Price Levels”). Shares will vest in a range of 25% to 350% of the 45,000 target reported units based on achieving specified Stock Price Levels. The vesting end measurement date is February 1, 2025, with earlier vesting determination dates upon a change in control of the Company, involuntary termination of the CEO or twelve months following the achievement of the maximum stock price level. If after February 1, 2023, the President and Chief Executive Officer achieves a Stock Price Level, there will be a vesting determination date the earlier of twelve months thereafter or February 1, 2025. The following assumptions were used to calculate the grant date fair value of performance-based restricted units with market price condition using the Monte Carlo simulation model: February 1, 2021 Risk-free interest rate 0.29% Dividend yield —% Volatility 56.09% Simulation term 4 years Forfeiture rate —% The Company recorded approximately $1.0 million, $1.0 million and $0.2 million of stock compensation expense relating to the TSR Performance Units for the years ended March 31, 2023, 2022 and 2021, respectively, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations. As of March 31, 2023 and 2022, there was approximately $2.3 million and $2.3 million, respectively, of unvested compensation expense for the outstanding performance-based restricted stock units related to the February 1, 2021 TSR Performance Units, which is expected to be recognized over a weighted average period of 1.93 years and 2.93 years, respectively. Stock Options A summary of Stock Option activity for the year ended March 31, 2023 is as follows: Options Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value Options outstanding at March 31, 2022 1,006,241 $ 32.98 Options granted 476,208 49.39 Options exercised (79,500) 22.86 Options forfeited/expired — — Options outstanding at March 31, 2023 1,402,949 $ 39.12 6.17 $ 5,128,070 Exercisable at March 31, 2023 746,371 $ 29.25 3.66 $ 5,128,070 Total vested or expected to vest at March 31, 2023 1,400,235 $ 39.11 6.17 $ 5,128,070 On December 2, 2022, the Compensation Committee approved the grant of a stock option to the Company’s President and Chief Executive Officer and Executive Chairman for 77,102 and 154,203, respectively, shares of common stock at an exercise price of $49.39 per share. These option shares vest in four equal annual installments measured from the grant date based on the President and Chief Executive Officer and Executive Chairman’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 5.43 years; the risk free interest rate was 3.62%; the expected volatility rate was 50.80%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. On May 17, 2022, the Compensation Committee approved the grant of a stock option to the Company’s President and Chief Executive Officer for 122,449 shares of common stock at an exercise price of $49.39 per share. These option shares vest in four equal annual installments measured from the grant date based on the President and Chief Executive Officer’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 5.43 years; the risk free interest rate was 2.95%; the expected volatility rate was 51.60%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. On September 7, 2021, the Compensation Committee approved the grant of a stock option to the Company’s Executive Chairman for 65,768 shares of common stock at an exercise price of $60.92 per share. These option shares vest in three equal annual installments measured from the grant date based on the Executive Chairman’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 5.92 years; the risk free interest rate was 0.96%; the expected volatility rate was 53.45%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. On August 23, 2021, the Compensation Committee approved the grant of a stock option to the Company’s President and Chief Executive Officer for 100,000 shares of common stock at an exercise price of $57.00 per share. These option shares vest in four equal annual installments measured from the grant date based on the President and Chief Executive Officer’s continued services to the Company. The Black-Scholes option model requires weighted average assumptions to be used for the calculation of the Company’s stock compensation expense. The assumptions used for this grant were: the expected life of the award was 6.02 years; the risk free interest rate was 0.92%; the expected volatility rate was 53.18%; the expected dividend yield was 0.0%; and the expected forfeiture rate was 0%. In May 2021, the Company reacquired 20,132 shares when a participant surrendered already-owned shares of the Company’s common stock to cover the exercise price of an outstanding stock option exercised by the participant. The 20,132 shares surrendered were constructively retired by the Company as of June 30, 2021, which resulted in the non-cash reduction of approximately $1.0 million in accumulated deficit on the Company’s Consolidated Statement of Stockholders’ Equity. The intrinsic value of stock options exercised was approximately $1.2 million, $29.5 million, and $5.0 million for the years ended March 31, 2023, 2022 and 2021, respectively. Additional information regarding stock options outstanding at March 31, 2023 is as follows: Exercise Number Outstanding Weighted Average Remaining Weighted Average Options Exercisable Weighted Average Exercise-Price $ 20.00 — $ 20.00 164,000 1.19 $ 20.00 164,000 $ 20.00 20.01 — 46.23 515,085 4.07 27.79 483,835 27.36 46.24 — 72.85 723,864 8.80 51.52 98,536 53.92 1,402,949 6.17 $ 39.12 746,371 $ 29.25 The Company recognizes compensation expense for stock options with a graded vesting schedule using an accelerated method over the explicit vesting period. The fair value of stock options granted is estimated on the date of grant using the Black-Scholes option valuation model. This stock-based compensation expense valuation model requires the Company to make assumptions and judgments regarding the variables used in the calculation. These variables include the expected term, the expected volatility of the Company’s common stock, expected risk-free interest rate, forfeiture rate and expected dividends. The Company calculates an expected term and volatility from the historical volatilities and terms of selected comparable public companies within its industry along with the Company’s short history regarding these variables. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the stock option. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. The Company has never paid any cash dividends. Any future determination to pay dividends will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion. Therefore, the Company uses an expected dividend yield of zero in the option-pricing model. The following assumptions were used to calculate the fair value of stock options: Year Ended Year Ended Year Ended March 31, 2023 March 31, 2022 March 31, 2021 Risk-free interest rate 2.95% to 3.62% 0.92% to 0.96% 0.43% to 0.51% Dividend yield —% —% —% Volatility 50.80% to 51.60% 53.18% to 53.45% 53.41% to 52.43% Expected term 5.43 years 5.92 and 6.02 years 6.07 years Forfeiture rate —% to 3% —% —% to 2% Weighted-average grant-date fair value per option granted $ 49.39 $ 58.56 $ 42.04 Stock compensation expense related to the amortization of the fair value of service-based stock options issued was approximately $5.6 million, $2.6 million and $1.3 million, respectively, for the years ended March 31, 2023, 2022 and 2021 which was included in general and administrative reported on the Company’s Consolidated Statements of Operations. The weighted average fair value for the stock option awards granted for the year ended March 31, 2023 was $49.39 per share. As of March 31, 2023 and 2022, there was approximately $7.4 million and $4.1 million, respectively, of unrecognized compensation cost related to non-vested stock options granted under the Company’s stock option plans which is expected to be recognized over a weighted-average period of 1.68 years and 1.47 years, respectively. Performance-Based Stock Options A summary of the Performance-Based Stock Options for the year ended March 31, 2023 is as follows: Performance Options Weighted Average Exercise Price Performance Options outstanding at March 31, 2022 33,782 $ 46.85 Performance Options granted — — Performance Options exercised — — Performance Options forfeited/expired — — Performance Options outstanding at March 31, 2023 33,782 $ 46.85 The intrinsic value of performance stock options exercised was approximately $0.0 million, $0.2 million, and $0.0 million for the years ended March 31, 2023, 2022 and 2021, respectively. On February 28, 2020, the Company awarded 67,562 performance-based stock options. The performance goals are: (A) Target Goal : 50% of the shares vest upon (i) achievement by December 31, 2020 of 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 (ii) the lack of objection by the Board 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; and (B) Stretch Goal : The remaining 50% of the performance shares vest and settle upon the occurrence of all three of the following conditions: (i) the Company enters into one or more long-term agreement(s) with critical infrastructure or enterprise business(es) to enable such business(es) to utilize the Company’s spectrum for broadband connectivity; (ii) the combined total contract dollars payable to the Company over the initial term(s) of such agreement(s) equals or exceeds a certain amount as specified by the Board; and (iii) the agreement(s) is/are binding on such business(es) and is/are either not contingent on prior Board approval(s) or such approval(s) has/have been received. As of December 30, 2020, not all of these conditions had been achieved, and therefore, the 33,780 performance-based stock option shares tied to the stretch goal expired unvested. Additionally, the Company awarded 14,635 performance-based stock options on February 28, 2020. The performance goal is: 100% of the shares will vest upon (i) achievement by December 31, 2020 of 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 (ii) the lack of objection by the Board 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 years ended March 31, 2023 and 2022, there was no stock compensation expense recognized for the 33,782 performance-based stock options. For the year ended March 31, 2021, the Company recognized $0.8 million, included in general and administrative expenses reported on the Company’s Consolidated Statements of Operations, based on the achievement of the Target Goal under the performance-based stock options, upon the Report and Order becoming effective in August 2020. The weighted average fair value for the stock option awards granted for the fiscal year ended March 31, 2020 was $46.85 per share. As of March 31, 2023 and 2022, there was no unvested compensation expense relating to the outstanding performance-based stock options. Share Repurchase Program On September 29, 2021, the Board authorized a share repurchase program (the “share repurchase program”) pursuant to which the Company may repurchase up to $50.0 million of the Company’s common stock on or before September 29, 2023. The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including price, general business and market conditions and alternative investment opportunities. The share repurchase program authorization does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. The following table presents the share repurchase activity for Fiscal 2023, Fiscal 2022 and Fiscal 2021 (in thousands, except per share data): For the years ended March 31, 2023 2022 2021 Number of shares repurchased and retired 216 252 — Average price paid per share* $ 47.05 $ 57.50 $ — Total cost to repurchase $ 8,223 $ 14,962 $ — * Average price paid per share includes costs associated with the repurchases. As of March 31, 2023, $26.8 million is remaining under the share repurchase program. 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 the Subsidiary. Motorola had the right at any time to convert its 500,000 Class B Units into 500,000 shares of |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information The following table summarizes the Company’s supplemental cash flow information: For the years ended March 31, (in thousands) 2023 2022 2021 Cash paid during the period: Taxes paid $ 14 $ 7 $ 61 Interest paid — — — Non-cash investing activity: Capitalized change in estimated asset retirement obligations $ (6) $ (17) $ 85 Network equipment provided in exchange for wireless licenses 36 120 61 Non-cash financing activities: Shares surrendered from stock option exercises $ — $ 1,000 $ — Equity payment of prior year accrued employee related expenses — — 1,537 During the year ended March 31, 2023, the Company was granted by the FCC, broadband licenses for 84 counties and relinquished to the FCC its narrowband licenses for the same 84 counties. This transaction resulted in a non-cash increase to intangibles of $38.4 million, which has been recorded as a non-cash gain on disposal of intangible assets of $38.4 million, for the year ended March 31, 2023. See Note 5 Intangible Assets for further discussion on the license exchanges. During the year ended March 31, 2022, the Company was granted by the FCC, broadband licenses for 21 counties and relinquished to the FCC its narrowband licenses for the same 21 counties. This transaction resulted in a non-cash increase to intangibles of $11.2 million, which has been recorded as a non-cash gain on disposal of intangible assets of $11.2 million, for the year ended March 31, 2022. See Note 5 Intangible Assets for further discussion on the license exchanges. |
Contingencies
Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Contingent Liability In February 2021, the Company entered into an agreement with SDG&E to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County (the “SDG&E Agreement”), for a total payment of $50.0 million. The SDG&E Agreement will support SDG&E’s deployment of a PLTE network for its California service territory, with a population of approximately 3.6 million people. Delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county to SDG&E commenced in Fiscal 2023 and is scheduled for completion before the end of fiscal year 2024. The total payment of $50.0 million is comprised of an initial payment of $20.0 million, received in February 2021, and the remaining $30.0 million payment, which is due through fiscal year 2024 as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E. In September 2022, the Company delivered to SDG&E 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million. A gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E in full. As the Company is required to refund payments it has received in the event of termination or non-delivery of the specific county’s 900 MHz Broadband Spectrum, it recorded the $20.2 million received from SDG&E as contingent liability in the Company’s Consolidated Balance Sheet. As of March 31, 2023, the Company recorded the $20.2 million payments from SDG&E as a short-term liability due to the expected timing of delivery. Xcel Energy Guaranty In connection with Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, the Company is required to refund payments it has received. In addition, to the extent Anterix has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. The Company recorded $8.0 million in deferred revenue in connection with the prepayment received as delivery of the relevant cleared 900 MHz Broadband licenses or counties is expected to commence in the first quarter of Fiscal 2024 through 2029. As of March 31, 2023, the maximum potential liability of future undiscounted payments under this agreement is approximately $8.0 million. Litigation In addition to commitments and obligations in the ordinary course of business as reflected in the lease footnote above, the Company may be subject, from time to time, to various claims and pending and potential legal actions arising out of the normal conduct of its business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. During the period presented, the Company has not recorded any accrual for loss contingencies associated with any claims or legal proceedings; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of a material adverse outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. Pandemic and Macroeconomic Conditions In December 2020, the Company deferred payroll taxes under the Coronavirus Aid Relief and Economic Security Act, which was signed into law on March 27, 2020. The deferral amounted to approximately $0.3 million, which has assisted the Company in managing the financial impact caused by the pandemic. Of the total deferred, approximately $0.2 million was remitted to the IRS during Fiscal 2022, with the remaining amount remitted to the IRS during Fiscal 2023. Recent macroeconomic events, including the outbreak of COVID-19, inflation, and geopolitical matters, have increased operating costs and could increase production costs or result in delays in customer contracting or the availability of equipment necessary for the deployment of our target customers’ planned PLTE projects. The Company continues to closely monitor these risks. Although difficult to quantify, the Company believes the current macroeconomic environment, including inflation, may have an adverse effect on the Company’s target customers’ businesses, which may harm the Company’s commercialization efforts and negatively impact the Company’s revenues. If the Company is not able to control its higher operating costs or if the Company’s commercialization efforts are slowed or negatively impacted, continued periods of high inflation could have a material adverse effect on the Company’s business, operating results and financial condition. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events LCRA Agreement In April 2023, the Company entered into an agreement with the Lower Colorado River Authority (“LCRA”) to sell 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRA’s wholesale electric, transmission, and water service area (the “LCRA Agreement”) for total payments of $30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum. The LCRA Agreement will support LCRA’s deployment of a PLTE network which will provide a host of capabilities including grid awareness, communications and operational intelligence that will enhance resilience and spur innovation at LCRA. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to estimated useful lives of depreciable assets, asset retirement obligations, valuation allowance on the Company’s deferred tax assets and recoverability of intangible assets. The Company is also required to make certain estimates with regard to the valuation of awards and forfeiture rates for its share-based award programs. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, including PDV Spectrum Holding Company, LLC formed in April 2014. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the time of purchase are considered cash equivalents. Cash equivalents are stated at cost, which approximates the quoted market value and includes amounts held in money market funds. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The cash balance at times may exceed federally insured limits, however, the Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of March 31, 2023 and 2022, substantially all of the Company’s cash balance exceeded the federally insured limits. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts An allowance for uncollectible receivables is estimated, as required, based on a combination of write-off history, aging analysis and any specific known troubled accounts. The Company reviews its allowance for uncollectible receivables on a quarterly basis. Past due balances meeting specific criteria are reviewed individually for collectability. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the applicable lease term. The carrying amount at the balance sheet date of long-lived assets under construction in process includes assets purchased, constructed, or being developed internally that are not yet in service. Depreciation commences when the assets are placed in service. Depreciation rates for assets are updated periodically to account for changes, if any, in the estimated useful lives of the assets, lease terms, management’s strategic objectives, estimated residual values or obsolescence. Changes in estimates will result in adjustments to depreciation expense prospectively. |
Accounting for Asset Retirement Obligations | Accounting for Asset Retirement Obligations An asset retirement obligation is evaluated and recorded as appropriate on assets for which the Company has a legal obligation to retire. The Company records a liability for an asset retirement obligation and the associated asset retirement cost at the time the underlying asset is acquired and put into service. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation, if any. Over time, the liability is accreted to its present value and the capitalized cost is depreciated over the estimated useful life of the asset. |
Intangible Assets | Intangible Assets Intangible assets are wireless licenses that are used to provide the Company with the exclusive right to utilize designated radio frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generally ten years, such licenses are subject to renewal by the FCC. License renewals have occurred routinely and at nominal cost in the past. There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Company’s wireless licenses. As a result, the Company has determined that the wireless licenses should be treated as an indefinite-lived intangible asset. The Company will evaluate the useful life determination for its wireless licenses each year to determine whether events and circumstances continue to support their treatment as an indefinite useful life asset. Evaluation of Indefinite-Lived Intangible Assets for Impairment Historically, wireless licenses were tested for impairment on an aggregate basis, consistent with the Company’s dispatch business at a national level. Effective for the year ended March 31, 2021 (“Fiscal 2021”), the Company determined that its unit of accounting should be based on geographic markets and deal markets. Unit of accounting of wireless licenses not associated with closed deals is based on geographic markets. Unit of accounting of wireless licenses associated with closed deals is based on the deal markets. The Company’s wireless licenses not associated with closed deals are tested for impairment based on the geographic markets, as the Company will be utilizing the existing wireless narrowband licenses, or broadband licenses if applicable, as part of facilitating broadband spectrum networks at a geographic market level. The Company’s wireless licenses associated with closed deals are tested for impairment based at the deal market level. The Company may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If the Company does not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, the Company will calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized. The Company will use a market-based approach to estimate fair value for impairment testing purposes. The valuation approach used to estimate fair value for the purpose of impairment testing requires management to use complex assumptions and estimates such as population, discount rates, industry and market considerations, long-term market equity risk, as well as other factors. These assumptions and estimates depend on our ability to accurately predict forward looking assumptions including successfully applying for broadband licenses, commercializing our 900 MHz Broadband Spectrum and properly estimating favorable deal terms over the life of the contract. For impairment testing, estimated fair value is determined using a market-based approach primarily using the 600 MHz auction price. As noted in the Report and Order, the FCC will use the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments. During the year ended March 31, 2023 (“Fiscal 2023”), the Company shifted from a probability analysis approach to a more detailed approach with measurable qualitative metrics. The new approach, Demonstrated Intent (“DI”), determines how likely a deal is to close based on certain qualitative factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application. As a result, the Company will utilize the DI scores on a go-forward basis for our impairment analysis. As of and for the year ended March 31, 2023, the Company performed a step one quantitative approach impairment test as of January 1, 2023, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market. During the year ended March 31, 2022 (“Fiscal 2022”), the Company changed the date of its annual impairment assessment from March 31, its fiscal year-end, to January 1. For the year ended March 31, 2022, the Company performed a step zero qualitative approach impairment test as of January 1, 2022, for each geographical market to test indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform quantitative impairment testing. As a result of the step zero test, the Company was not required to perform a step one analysis. For the year ended March 31, 2021, the Company performed a step one quantitative impairment test to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market. Based on the results of the impairment tests, there were no impairment charges recorded during the years ended March 31, 2023, 2022 and 2021. Exchanges of Intangible Assets At times, the Company enters into agreements to exchange or cancel spectrum licenses. Upon entering into the arrangement, if the transaction has been deemed to have commercial substance, spectrum licenses are reviewed for impairment. The licenses are exchanged or cancelled at their carrying value and adjusted for any gain or loss recognized. Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their new accounting basis, for those acquired from the FCC, or fair value for those acquired from third party, (collectively, the “acquired basis”). The difference between the acquired basis of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on disposal of spectrum licenses reported separately on the Company’s Consolidated Statements of Operations. The acquired basis of spectrum licenses is based on information for which there is little or no observable market data. If the transaction lacks commercial substance or the acquired basis is not measurable, the acquired spectrum licenses are recorded at the carrying value of the spectrum assets transferred, cancelled or exchanged. For the purpose of the valuation of broadband licenses received in connection with nonmonetary exchanges, the Company utilizes the 600 MHz Auction price per MHzPop, as defined in the Report and Order, which is considered the accounting basis for the new broadband licenses. |
Long-Lived Asset and Right of Use Asset Impairment | Long-Lived Assets and Right of Use Assets ImpairmentThe Company evaluates long-lived assets, including right of use assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent of cash flows of other groups of assets and liabilities. When the carrying amount of the asset groups are not recoverable and exceeds its fair value, an impairment loss is recognized equal to the excess of the asset group’s carrying value over the estimated fair value. |
Fair Value Measurement of Financial Instruments | Fair Value Measurement A Level 1, Level 2 or Level 3 fair value hierarchy is used to categorize fair value amounts depending on the quality of inputs used to measure the fair value. Level 1 fair value derived inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 fair value derived inputs are based on quoted prices for similar assets and liabilities in active markets or based on inputs other than quoted prices for the assets or liability that are either directly or indirectly observable. Level 3 fair value derived inputs are unobservable for the asset or liability as a result of little, if any, market activity for the asset or liability. The Company uses appropriate valuation techniques for the fair values of the applicable assets or liabilities based on the available inputs. When available, the Company measures fair value using Level 1 inputs as they generally provide the most reliable evidence of fair value. The inputs may fall into different levels within the hierarchy in some valuations. In these cases, the fair value hierarchy of the asset or liability level is based on the lowest level of input that is significant to the fair value measurements. Financial Instruments Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at cost, which management believes approximates fair value because of the short-term maturity of these instruments. |
Leases | Leases Leases in which the Company is the lessee are comprised of corporate office space and tower space. Substantially all of the leases are classified as operating leases. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2023 through June 30, 2027, which includes lease extensions ranging from three In accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification, Leases (“ASC 842”), the Company recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s Consolidated Balance Sheets for its operating lease agreements with contractual terms greater than 12 months. Lease liabilities are based on the present value of remaining lease payments over the lease term. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms. |
Revenue Recognition | Revenue Recognition Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, Revenue from Contracts with Customers (“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. It generally determines standalone selling prices based on the prices charged to customers under contracts involving only the relevant performance obligation. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. For the Company’s customer agreements, most of the performance obligations involve delivering leased spectrum on a county-by-county basis and are generally satisfied over time as services are provided. The nature of the licenses provide the benefit of the leased spectrum regardless of whether the customer uses the spectrum or not. As a result, revenue will be recognized ratably as the Company delivers cleared 900 MHz Broadband Spectrum and the associated broadband licenses to the customer on a county-by-county basis over the contractual term. See Note 3 Revenue for a discussion of the Company’s recognized revenues during the years ended March 31, 2023, 2022 and 2021. |
Direct Cost of Revenue | Direct Cost of Revenue The Company’s historical direct cost of revenue related to its TeamConnect service offering includes the costs of operating its dispatch network and its cloud-based solutions. With respect to sales of its historical software applications through its wireless carrier partners, direct cost of revenue includes the portion of service revenue retained by its domestic Tier 1 carrier or reseller partners pursuant to its agreements with these parties, which may include network services, connectivity, SMS service, sales, marketing, billing and other ancillary services. |
Contract Assets and liabilities | Contract Assets and liabilities The Company recognizes a contract asset for the incremental costs of obtaining a contract with a customer. These costs include sales commissions, equity compensation and other costs associated with acquiring customer contracts. These costs are amortized ratably using the portfolio approach over the estimated customer contract period. The Company will review the contract asset on a periodic basis to determine if an impairment exists and will review the contract assets for potential credit loss exposure. If it is determined that there is an impairment, or a potential credit loss, the Company will expense the contract asset. Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which revenue is recognized over time, as the services are performed. These contract liabilities are recorded as deferred revenue on the balance sheet. |
Product Development Costs | Product Development Costs The Company charges all product and development costs to expense as incurred. Types of expense incurred in product and development costs include employee compensation, consulting, travel, equipment and technology costs. |
Advertising and Promotional Expense | Advertising and Promotional ExpenseThe Company expenses advertising and promotional costs as incurred. |
Stock Compensation | Stock Compensation The Company accounts for stock options in accordance with U.S. GAAP, which requires the measurement and recognition of compensation expense, based on the estimated fair value of awards granted to consultants, employees and directors. The Company estimates the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s statements of operations over the requisite service periods. In the event the participant’s employment by or engagement with (as a director or otherwise) the Company terminates before exercise of the options granted, the stock options granted to the participant shall immediately expire and all rights to purchase shares thereunder shall immediately cease and expire and be of no further force or effect, other than applicable exercise rights for vested shares that may extend past the termination date as provided for in the participant’s applicable option award agreement. Additionally, the Company’s Compensation Committee (the “Compensation Committee”) adopted an Executive Severance Plan (the “Severance Plan”) in February 2015, which was amended in February 2019, and the Company subsequently entered into Severance Plan Participation Agreements with its executive officers. In addition to providing participants with severance payments, the Severance Plan provides for accelerated vesting and extends the exercise period for outstanding equity awards if the Company terminates a participant’s service for reasons other than cause, death or disability or the participant terminates his or her service for good reason, whether before or after a change of control (each of such terms as defined in the Severance Plan). In addition to the Severance Plan, the equity awards issued to the Company’s President and Chief Executive Officer provide for accelerated vesting upon termination of service for reasons other than cause or a resignation for good reason; involuntary termination in connection with a change in control; or a change in control with a purchase price at or above $100 per share (each of such terms defined in the equity award agreements). To calculate option-based compensation, the Company uses the Black-Scholes option-pricing model. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by assumptions regarding a number of subjective variables. The compensation cost for the stock options with a graded vesting schedule is recognized on an accelerated method over the vesting period. The fair value of restricted stock, restricted stock units and performance units without market conditions are measured based upon the quoted closing market price for the stock on the date of grant. The compensation cost for the restricted stock and restricted stock units is recognized on a straight-line basis over the vesting period. The compensation cost for the performance units without market conditions is recognized when the performance criteria are expected to be complete. The Company uses a Monte Carlo simulation model to determine the fair value of performance units with market condition at grant date. The Monte Carlo simulation model is based on a discounted cash flow approach, with the simulation of a large number of possible stock price outcomes for the Company’s stock and the target composite index. The use of the Monte Carlo simulation model requires the input of a number of assumptions including expected volatility of the Company’s stock price, which is based on the weighted-average historical volatility of its stock; correlation between changes in the Company’s stock price and changes in the target composite index, which is based on the historical relationship between the Company’s stock price and the target composite index average; risk-free interest rate, which is based on the treasury zero-coupon yield appropriate for the term of the performance unit as of the grant date; and expected dividends as applicable, which is zero, as the Company has never paid any cash dividends. Any future determination to pay dividends will be at the discretion of the board of directors (the “Board”) and will depend on the Company’s financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as the Board deems relevant in its sole discretion. Therefore, the Company has used an expected dividend yield of zero in the Monte Carlo simulation model. No tax benefits have been attributed to the share-based compensation expense because the Company maintains a full valuation allowance for all net deferred tax assets. All excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, are recognized as income tax expense or benefit in the income statement, eliminating the notion of the additional paid-in capital (“APIC”) pool. The excess tax benefits are classified as operating activities along with other income tax cash flows rather than financing activities in the statement of cash flows. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Cash payments to tax authorities in connection with shares withheld to meet statutory tax withholding requirements are presented as a financing activity in the statement of cash flows. Retirement of common stock From time to time, the Company may acquire its common stock through share repurchases or option exercise swaps and return these shares to authorized and unissued. If the Company elects to retire these shares, the Company’s policy is to allocate a portion of the repurchase price to par value of common stock with the excess over par value allocated to accumulated deficit. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities as well as from net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes The Company recognizes the effect of tax positions only when they are more likely than not to be sustained. Management has determined that the Company had no uncertain tax positions that would require financial statement recognition or disclosure. The Company is no longer subject to U.S. federal, state or local income tax examinations for periods prior to 2019. When applicable, the Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common StockBasic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. For purposes of the diluted net loss per share calculation, preferred stock, convertible notes payable-affiliated entities, stock options, restricted stock and warrants are considered to be potentially dilutive securities. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements While there have been accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date, these updates are not expected to have a material impact on the Company’s consolidated financial statements upon adoption . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Changes in Liability For Asset Retirement Obligations | Changes in the liability for the asset retirement obligations for the years ended March 31, 2023 and 2022 are summarized below (in thousands): 2023 2022 Balance at beginning of the year $ 626 $ 749 Liabilities settled (79) (109) Revision of estimate (6) (17) Accretion expense 2 3 Balance at end of the year 543 626 Less amount classified as current - included in accounts payable and accrued expenses 30 85 Noncurrent liabilities - included in other liabilities $ 513 $ 541 |
Valuation Allowance | Changes in valuation allowance for the years ended March 31, 2023, 2022 and 2021 are summarized below (in thousands): 2023 2022 2021 Balance at beginning of the year $ 79,998 $ 65,304 $ 47,664 Charged to costs and expenses 1,218 979 124 Changes in net loss carryforward and other 4,768 13,715 17,516 Balance at end of the year $ 85,984 $ 79,998 $ 65,304 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the years ended March 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Spectrum revenues 900 MHz Broadband Spectrum Revenue Ameren $ 609 $ 355 $ — Evergy (1) 581 — — Narrowband Spectrum Revenue Motorola 729 729 729 Total spectrum revenue (2) $ 1,919 $ 1,084 $ 729 Services revenue — — 192 Total operating revenues $ 1,919 $ 1,084 $ 921 1. The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to Evergy for 81 counties. |
Schedule of Contract Assets | The following table presents the activity for the Company’s contract assets (in thousands): 2023 2022 Balance at the beginning of the year $ 638 $ 381 Additions 249 263 Amortization (17) (6) Impairment — — Balance at the end of the year 870 638 Less amount classified as current assets - prepaid expenses and other current assets (418) (238) Noncurrent assets - included in other assets $ 452 $ 400 |
Schedule of Contract Liabilities | The following table presents the activity for the Company’s contract liabilities (in thousands): 2023 2022 Balance at the beginning of the year $ 54,678 $ 2,983 Additions 8,000 52,779 Revenue recognized (1,919) (1,084) Balance at the end of the year 60,759 54,678 Less amount classified as current liabilities (2,769) (1,478) Noncurrent liabilities $ 57,990 $ 53,200 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following at March 31, 2023 and 2022 (in thousands): Estimated 2023 2022 Network sites and equipment 5-10 years $ 12,292 $ 14,588 Computer software 1-7 years 847 639 Computer equipment 5-7 years 279 204 Furniture and fixture and other equipment 2-5 years 450 415 Leasehold improvements Shorter of the lease term or 10 years 819 242 14,687 16,088 Less accumulated depreciation 11,628 13,379 3,059 2,709 Construction in process 547 240 Property and equipment, net $ 3,606 $ 2,949 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consist of the following at March 31, 2023 and 2022 (in thousands): Wireless Licenses Balance at March 31, 2021 $ 122,117 Acquisitions 17,843 Exchanges - licenses received 15,341 Exchanges - licenses surrendered (4,132) Balance at March 31, 2022 151,169 Acquisitions 12,476 Exchanges - licenses received 46,174 Exchanges - licenses surrendered (7,775) Balance at March 31, 2023 $ 202,044 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The purchases of intangible assets, including refundable deposits, consisted of the following activity during the years March 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Refundable deposits * $ 6,492 $ 5,621 $ (1,986) Retuning cost and Swaps 6,036 2,894 290 Purchases and Anti-Windfall Payments 12,476 17,843 15,640 Total $ 25,004 $ 26,358 $ 13,944 * The decrease in refundable deposits during the year end 2021 was related to the exchange of narrowband license discussed below. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The table below provides additional information related to the Company’s accounts payable and accrued expenses at March 31, 2023 and 2022 (in thousands): 2023 2022 Accounts payable $ 755 $ 1,044 Accrued employee related expenses 4,271 4,730 Accrued expenses 1,267 735 Other 331 17 Total accounts payable and accrued expenses $ 6,624 $ 6,526 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Additional Lease Cost Information | Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows: 2023 2022 Weighted average term - operating lease liabilities 2.87 years 3.57 years Weighted average incremental borrowing rate - operating lease liabilities 12 % 13 % |
Lease Cost | For the years ended March 31, 2023, 2022 and 2021, the following table presents net lease cost (in thousands): 2023 2022 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 1,817 $ 1,950 $ 2,451 Short term lease cost 7 16 110 Sublease income — — (6) Net lease cost $ 1,824 $ 1,966 $ 2,555 |
Supplemental Lease Information | For the years ended March 31, 2023, 2022 and 2021, the following table presents other supplemental cash flow lease information (in thousands): 2023 2022 2021 Cash paid activity: Operating lease - operating cash flows (fixed payments) $ 2,217 $ 2,286 $ 2,746 Operating lease - operating cash flows (liability reduction) $ 1,042 $ 1,382 $ 1,674 Non-cash activity: Right of use assets obtained in exchange for new operating lease liabilities $ 165 $ 116 $ 230 The following table presents supplemental balance sheet information as of March 31, 2023 and 2022 (in thousands): 2023 2022 Non-current assets - right of use assets, net $ 3,371 $ 4,047 Current liabilities - operating lease liabilities $ 1,725 $ 1,512 Non-current liabilities - operating lease liabilities $ 2,922 $ 4,177 |
Future Minimum Payments | Future minimum payments under non-cancelable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the year ended March 31, 2023 are as follows (in thousands): Fiscal Year Operating 2024 $ 2,161 2025 1,701 2026 943 2027 521 2028 156 After 2027 20 Total future minimum lease payments 5,502 Amount representing interest (855) Present value of net future minimum lease payments $ 4,647 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities consist of the following as of March 31, 2023 and 2022 (in thousands): 2023 2022 Deferred tax asset Property and equipment $ 724 $ 700 Accrued expenses 209 998 Deferred revenue 6,131 502 Asset retirement obligations 13 12 Net operating loss carryforward 81,908 81,818 Operating lease liabilities 1,312 1,434 Charitable contributions carryforward 64 60 Stock compensation expense 6,744 4,408 Total deferred tax asset 97,105 89,932 Deferred tax liability Right of use assets (821) (1,006) Indefinite-lived intangible assets (15,740) (13,120) Total deferred tax liability (16,561) (14,126) Total deferred tax assets and liabilities 80,544 75,806 Valuation allowance (85,984) (79,998) Net deferred tax assets and liabilities $ (5,440) $ (4,192) |
Schedule of Components of Income Tax Expense | The components of the income tax expense for the years ended March 31, 2023, 2022 and 2021 are as follows (in thousands): 2023 2022 2021 Current: Federal $ — $ — $ — State 44 5 2 Total current* 44 5 2 Deferred: Federal 442 370 251 State 776 608 (127) Total deferred 1,218 978 124 Total income tax expense $ 1,262 $ 983 $ 126 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between the United States federal statutory tax rate and the Company’s effective tax rate for the years ended March 31, 2023, 2022 and 2021 are as follows (in thousands): 2023 2022 2021 Statutory federal tax $ (3,162) 21 % $ (7,672) 21 % $ (11,405) 21 % State income taxes, net of federal benefit 814 -23 % 612 -2 % (125) 1 % Incentive stock option expense (27) 0 % (564) 2 % (720) 1 % Other permanent differences (62) 0 % (4,017) 11 % (251) 0 % 162M executive compensation limit 316 -2 % 1,673 -5 % 729 -1 % Restricted stock shortfall/windfall — 0 % (617) 2 % (136) 0 % Change in valuation allowance - Federal 3,314 -22 % 11,408 -31 % 14,570 -27 % Prior-year adjustments 69 0 % 160 -1 % (2,536) 5 % $ 1,262 -26 % $ 983 -3 % $ 126 0 % |
Stock Acquisition Rights, Sto_2
Stock Acquisition Rights, Stock Options and Warrants (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock and Restricted Stock Units Activity | A summary of non-vested restricted stock activity for the year ended March 31, 2023 is as follows: Restricted Weighted Non-vested restricted stock outstanding at March 31, 2022 544,287 $ 47.39 Granted 255,912 47.85 Vested (214,029) 46.22 Forfeited (17,508) 50.92 Non-vested restricted stock outstanding at March 31, 2023 568,662 $ 47.93 |
Schedule of Restricted Stock Activity | The following table reflects activity related to our restricted stock for the years ended March 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted-average grant-date fair value per unit granted $ 47.85 $ 50.64 $ 46.07 Fair value of restricted stock units vested (in thousands) $ 12,245 $ 12,240 $ 8,165 |
Summary of Performance Stock Activity | A summary of the performance-based restricted stock unit activity for the year ended March 31, 2023 is as follows: Performance Stock Weighted Performance stock outstanding at March 31, 2022 75,049 $ 58.65 Granted — — Vested — — Forfeited/cancelled — — Performance stock outstanding at March 31, 2023 75,049 $ 58.65 |
Schedule of Performance Shares Activity | The following table reflects activity related to our performance-based restricted stock units for the years ended March 31, 2023, 2022 and 2021: 2023 2022 2021 Weighted-average grant-date fair value per unit granted $ — $ — $ 58.65 Fair value of Performance stock units vested (in thousands) $ — $ — $ 3,941 |
Schedule of Assumptions used to Calculate Fair Value of Performance-Based Restricted Units | The following assumptions were used to calculate the grant date fair value of performance-based restricted units with market price condition using the Monte Carlo simulation model: February 1, 2021 Risk-free interest rate 0.29% Dividend yield —% Volatility 56.09% Simulation term 4 years Forfeiture rate —% |
Summary of Stock Option Activity | A summary of Stock Option activity for the year ended March 31, 2023 is as follows: Options Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value Options outstanding at March 31, 2022 1,006,241 $ 32.98 Options granted 476,208 49.39 Options exercised (79,500) 22.86 Options forfeited/expired — — Options outstanding at March 31, 2023 1,402,949 $ 39.12 6.17 $ 5,128,070 Exercisable at March 31, 2023 746,371 $ 29.25 3.66 $ 5,128,070 Total vested or expected to vest at March 31, 2023 1,400,235 $ 39.11 6.17 $ 5,128,070 |
Schedule of Additional Information Regarding Stock Options Outstanding | Additional information regarding stock options outstanding at March 31, 2023 is as follows: Exercise Number Outstanding Weighted Average Remaining Weighted Average Options Exercisable Weighted Average Exercise-Price $ 20.00 — $ 20.00 164,000 1.19 $ 20.00 164,000 $ 20.00 20.01 — 46.23 515,085 4.07 27.79 483,835 27.36 46.24 — 72.85 723,864 8.80 51.52 98,536 53.92 1,402,949 6.17 $ 39.12 746,371 $ 29.25 |
Schedule of Assumptions used to Calculate Fair Value of Options | The following assumptions were used to calculate the fair value of stock options: Year Ended Year Ended Year Ended March 31, 2023 March 31, 2022 March 31, 2021 Risk-free interest rate 2.95% to 3.62% 0.92% to 0.96% 0.43% to 0.51% Dividend yield —% —% —% Volatility 50.80% to 51.60% 53.18% to 53.45% 53.41% to 52.43% Expected term 5.43 years 5.92 and 6.02 years 6.07 years Forfeiture rate —% to 3% —% —% to 2% Weighted-average grant-date fair value per option granted $ 49.39 $ 58.56 $ 42.04 |
Summary of Performance Stock Options | A summary of the Performance-Based Stock Options for the year ended March 31, 2023 is as follows: Performance Options Weighted Average Exercise Price Performance Options outstanding at March 31, 2022 33,782 $ 46.85 Performance Options granted — — Performance Options exercised — — Performance Options forfeited/expired — — Performance Options outstanding at March 31, 2023 33,782 $ 46.85 |
Share Repurchase Activity | The following table presents the share repurchase activity for Fiscal 2023, Fiscal 2022 and Fiscal 2021 (in thousands, except per share data): For the years ended March 31, 2023 2022 2021 Number of shares repurchased and retired 216 252 — Average price paid per share* $ 47.05 $ 57.50 $ — Total cost to repurchase $ 8,223 $ 14,962 $ — * Average price paid per share includes costs associated with the repurchases. |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table summarizes the Company’s supplemental cash flow information: For the years ended March 31, (in thousands) 2023 2022 2021 Cash paid during the period: Taxes paid $ 14 $ 7 $ 61 Interest paid — — — Non-cash investing activity: Capitalized change in estimated asset retirement obligations $ (6) $ (17) $ 85 Network equipment provided in exchange for wireless licenses 36 120 61 Non-cash financing activities: Shares surrendered from stock option exercises $ — $ 1,000 $ — Equity payment of prior year accrued employee related expenses — — 1,537 |
Nature of Operations (Details)
Nature of Operations (Details) $ / shares in Units, $ in Thousands, people in Millions, customer in Millions | 1 Months Ended | 12 Months Ended | ||||||||||||
Oct. 28, 2022 USD ($) customer term | May 30, 2022 shares | May 18, 2022 $ / shares shares | Sep. 15, 2014 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) people | Feb. 28, 2021 USD ($) people | Dec. 31, 2020 USD ($) people | Mar. 31, 2023 USD ($) county | Mar. 31, 2022 USD ($) county | Mar. 31, 2021 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2014 USD ($) | |
Lessor, Lease, Description [Line Items] | ||||||||||||||
Prepayments received | $ 60,759 | $ 54,678 | $ 2,983 | |||||||||||
Number of people covered by network | people | 3.6 | 7.5 | ||||||||||||
Lease term | 30 years | |||||||||||||
Lease extension | 10 years | 10 years | ||||||||||||
Scheduled prepayments | $ 47,700 | |||||||||||||
Broadband licenses granted, number of countries | county | 84 | 21 | ||||||||||||
Total operating revenues | $ 1,919 | $ 1,084 | 921 | |||||||||||
Contingent liability | $ 20,000 | 0 | 20,000 | |||||||||||
Sale of stock (in shares) | shares | 500,000 | 500,000 | ||||||||||||
Shares converted (in shares) | shares | 500,000 | |||||||||||||
Prepaid expenses and other current assets | $ 16,277 | 10,147 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 20 | |||||||||||||
Common Class B Units | PDV Spectrum Holding Company, LLC | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Equity method investee, cumulative proceeds received on all transactions | $ 10,000 | |||||||||||||
Forecast | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Contingent liability | $ 30,000 | |||||||||||||
SDG&E | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Consideration transferred | $ 50,000 | |||||||||||||
Minimum | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Lease extension | 3 years | |||||||||||||
Spectrum revenue | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Total operating revenues | $ 1,919 | 1,084 | 729 | |||||||||||
Prepaid expenses and other current assets | $ 7,500 | |||||||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Agreement term | 20 years | |||||||||||||
Number of agreement extensions | term | 2 | |||||||||||||
Agreement extension term | 10 years | |||||||||||||
Total scheduled prepayments | $ 80,000 | |||||||||||||
Prepayments received | $ 8,000 | $ 8,000 | ||||||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | Electricity | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Number of customers | customer | 3.7 | |||||||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | Natural Gas | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Number of customers | customer | 2.1 | |||||||||||||
Evergy | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Number of people covered by network | people | 3.9 | |||||||||||||
Lease term | 20 years | |||||||||||||
Scheduled prepayments | $ 30,200 | |||||||||||||
Broadband licenses granted, number of countries | county | 81 | |||||||||||||
Evergy | Spectrum revenue | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Total operating revenues | $ 581 | $ 0 | $ 0 | |||||||||||
SDG&E | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||||||||||
Lessor, Lease, Description [Line Items] | ||||||||||||||
Milestone payment received | $ 200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||||
Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) shares | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Liabilities settled | $ 79,000 | $ 109,000 | |||
Capitalized change in estimated asset retirement obligations | $ (6,000) | (17,000) | $ 85,000 | ||
Wireless licenses term | 10 years | ||||
Impairment charges | $ 0 | 0 | 0 | ||
Impairment of long-lived assets | 0 | 0 | $ 85,000 | ||
Property and equipment, net | 3,606,000 | $ 2,949,000 | |||
Lease extension | 10 years | 10 years | |||
Tax benefits attributed to share-based compensation expense | $ 0 | ||||
Potentially dilutive securities outstanding but excluded from computation of earnings per share | shares | 352,000 | 1,343,000 | 1,382,000 | ||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Lease extension | 3 years | ||||
Accelerated vesting provision, change in control, purchase price (in dollars per share) | $ / shares | $ 100 | ||||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Lease extension | 10 years | ||||
Advertising | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Advertising and promotional expense | $ 92,000 | $ 89,000 | $ 19,000 | ||
Tier 1 Carrier Partner | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of carriers | 1 | ||||
Customer Concentration Risk | Sales Revenue, Services, Net | Reseller | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of resellers | 1 | ||||
Customer Concentration Risk | Sales Revenue, Services, Net | Domestic Carrier And Reseller | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 17% | ||||
Customer Concentration Risk | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Accounts receivable | 0 | 0 | |||
Leased Premises | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Liabilities settled | $ 100,000 | $ 100,000 | |||
Network sites and equipment | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Property and equipment, net | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Liability For Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Balance at beginning of the year | $ 626 | $ 749 | |
Liabilities settled | (79) | (109) | |
Revision of estimate | (6) | (17) | $ 85 |
Accretion expense | 2 | 3 | |
Balance at end of the year | 543 | 626 | $ 749 |
Asset Retirement Obligation [Abstract] | |||
Less amount classified as current - included in accounts payable and accrued expenses | 30 | 85 | |
Noncurrent liabilities - included in other liabilities | $ 513 | $ 541 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Change in Valuation Allowance [Roll Forward] | |||
Balance at beginning of the year | $ 79,998 | $ 65,304 | $ 47,664 |
Charged to costs and expenses | 1,218 | 979 | 124 |
Changes in net loss carryforward and other | 4,768 | 13,715 | 17,516 |
Balance at end of the year | $ 85,984 | $ 79,998 | $ 65,304 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 USD ($) county | Mar. 31, 2022 USD ($) county | Mar. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 1,919 | $ 1,084 | $ 921 |
Broadband licenses granted, number of countries | county | 84 | 21 | |
Spectrum revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 1,919 | $ 1,084 | 729 |
Service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | 0 | 0 | 192 |
Ameren | Spectrum revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 609 | 355 | 0 |
Evergy | |||
Disaggregation of Revenue [Line Items] | |||
Broadband licenses granted, number of countries | county | 81 | ||
Evergy | Spectrum revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 581 | 0 | 0 |
Motorola | Spectrum revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total operating revenues | $ 729 | $ 729 | $ 729 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands, people in Millions, customer in Millions | 1 Months Ended | |||||||||
Oct. 28, 2022 USD ($) customer term | Oct. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) people | Feb. 28, 2021 USD ($) people | Dec. 31, 2020 USD ($) people | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2014 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||||||||
Number of people covered by network | people | 3.6 | 7.5 | ||||||||
Lease term | 30 years | |||||||||
Lease extension | 10 years | 10 years | ||||||||
Scheduled prepayments | $ 47,700 | |||||||||
Contractual term | 30 years | 30 years | ||||||||
Days after agreement execution, payments due | 30 days | |||||||||
Prepayments received | $ 60,759 | $ 54,678 | $ 2,983 | |||||||
Prepaid expenses and other current assets | 16,277 | $ 10,147 | ||||||||
Spectrum revenue | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Prepaid expenses and other current assets | $ 7,500 | |||||||||
Ameren | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Lease payments received | $ 17,200 | $ 5,400 | $ 300 | |||||||
Evergy | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Number of people covered by network | people | 3.9 | |||||||||
Lease term | 20 years | |||||||||
Scheduled prepayments | $ 30,200 | |||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Agreement term | 20 years | |||||||||
Number of agreement extensions | term | 2 | |||||||||
Agreement extension term | 10 years | |||||||||
Total scheduled prepayments | $ 80,000 | |||||||||
Prepayments received | $ 8,000 | $ 8,000 | ||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | Electricity | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Number of customers | customer | 3.7 | |||||||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | Natural Gas | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Number of customers | customer | 2.1 | |||||||||
Maximum | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Lease extension | 10 years | |||||||||
Contractual term | 10 years |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Capitalized Contract Costs [Roll Forward] | ||
Beginning balance | $ 638 | $ 381 |
Additions | 249 | 263 |
Amortization | (17) | (6) |
Impairment | 0 | 0 |
Ending balance | 870 | 638 |
Capitalized Contract Cost, Net, Classified [Abstract] | ||
Balance | 870 | 638 |
Less amount classified as current assets - prepaid expenses and other current assets | (418) | (238) |
Noncurrent assets - included in other assets | $ 452 | $ 400 |
Revenue - Schedule of Contrac_2
Revenue - Schedule of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 54,678 | $ 2,983 |
Additions | 8,000 | 52,779 |
Revenue recognized | (1,919) | (1,084) |
Ending balance | 60,759 | 54,678 |
Contract with Customer, Liability [Abstract] | ||
Balance | 60,759 | 54,678 |
Less amount classified as current liabilities | (2,769) | (1,478) |
Noncurrent liabilities | $ 57,990 | $ 53,200 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 14,687 | $ 16,088 | |
Less accumulated depreciation | 11,628 | 13,379 | |
Property and equipment, net before construction work in progress | 3,059 | 2,709 | |
Construction in process | 547 | 240 | |
Property and equipment, net | 3,606 | 2,949 | |
Network sites and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 12,292 | 14,588 | |
Property and equipment, net | $ 0 | ||
Network sites and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Network sites and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 847 | 639 | |
Computer software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 1 year | ||
Computer software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 279 | 204 | |
Computer equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Computer equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Furniture and fixture and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 450 | 415 | |
Furniture and fixture and other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 2 years | ||
Furniture and fixture and other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Property and equipment, gross | $ 819 | $ 242 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1,400,000 | $ 1,500,000 | $ 3,500,000 |
Impairment of long-lived assets | 0 | 0 | 85,000 |
Property and equipment, net | $ 3,606,000 | $ 2,949,000 | |
Network sites and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 0 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 USD ($) | Aug. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) channel county | Mar. 31, 2022 USD ($) county | Mar. 31, 2021 USD ($) | Jan. 31, 2020 channel | Jan. 31, 2018 USD ($) | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment charges | $ 0 | $ 0 | $ 0 | ||||
Broadband licenses granted, number of countries | county | 84 | 21 | |||||
Gain (loss) from disposal of intangible assets, net | $ 38,399,000 | $ 11,209,000 | (3,849,000) | ||||
Prepayments received | 60,759,000 | 54,678,000 | 2,983,000 | ||||
Intangible assets | $ 202,044,000 | 151,169,000 | |||||
Number of narrowband 900 MHz channels subject to relocation | channel | 3 | 3 | |||||
Reprogramming | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Gain (loss) from disposal of intangible assets, net | $ (300,000) | ||||||
AAR | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Gain (loss) from disposal of intangible assets, net | (4,700,000) | ||||||
Number of narrowband 900 MHz channels licensed | channel | 6 | ||||||
Wireless Licenses | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Licenses received | $ 46,174,000 | 15,341,000 | |||||
Licenses exchanged | 7,775,000 | 4,132,000 | |||||
Intangible assets | $ 202,044,000 | $ 151,169,000 | $ 122,117,000 | ||||
Spectrum Licenses | |||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||||
Gain (loss) from disposal of intangible assets, net | $ 1,100,000 | ||||||
Estimated fair value | 200,000 | ||||||
Proceeds from sale of intangible assets | 1,200,000 | ||||||
Prepayments received | 600,000 | $ 600,000 | |||||
Intangible assets | $ 300,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 151,169 | |
Ending balance | 202,044 | $ 151,169 |
Wireless Licenses | ||
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance | 151,169 | 122,117 |
Acquisitions | 12,476 | 17,843 |
Exchanges - licenses received | 46,174 | 15,341 |
Exchanges - licenses surrendered | (7,775) | (4,132) |
Ending balance | $ 202,044 | $ 151,169 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of purchase of intangible assets, including refundable deposits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire intangible assets | $ 25,004 | $ 26,358 | $ 13,944 |
Refundable Deposits | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire intangible assets | 6,492 | 5,621 | (1,986) |
Retuning Costs and Swaps | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire intangible assets | 6,036 | 2,894 | 290 |
Purchases and Anti-Windfall Payments | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Payments to acquire intangible assets | $ 12,476 | $ 17,843 | $ 15,640 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 755 | $ 1,044 |
Accrued employee related expenses | 4,271 | 4,730 |
Accrued expenses | 1,267 | 735 |
Other | 331 | 17 |
Total accounts payable and accrued expenses | $ 6,624 | $ 6,526 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 27, 2020 | Apr. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||
Prepayments received | $ 60,759,000 | $ 54,678,000 | $ 2,983,000 | |||
Revenue recognized | 1,919,000 | 1,084,000 | ||||
TeamConnect LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 19.50% | |||||
Spectrum revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue recognized | 700,000 | 700,000 | 700,000 | |||
Motorola | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase of equipment | 1,400,000 | 0 | 0 | |||
Payable to related parties | 500,000 | 100,000 | ||||
Motorola | Frequency Relocation Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement amount | 1,000,000 | |||||
Expenses from transactions with related party | 100,000 | |||||
Rachelle B. Chong | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 100,000 | 100,000 | 100,000 | |||
Payable to related parties | 0 | 0 | ||||
Brian D. McAuley | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 40,000 | 40,000 | 23,000 | |||
Payable to related parties | $ 0 | 0 | ||||
Extension term | 12 months | |||||
Consulting agreement, cash compensation per year | $ 40,000 | |||||
TeamConnect LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Service fee term | 24 months | |||||
TeamConnect LLC | PDVConnect | ||||||
Related Party Transaction [Line Items] | ||||||
Service fee term | 48 months | |||||
Prepayments received | $ 0 | 0 | ||||
Goosetown And A BEEP | PDVConnect | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | $ 55,000 | $ 60,000 | $ 600,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Lease [Line Items] | |||||
Lease extension | 10 years | 10 years | |||
Rent expense | $ 1.8 | $ 2 | $ 2.6 | ||
Cost of Revenue | |||||
Lease [Line Items] | |||||
Rent expense | 1.2 | ||||
Selling, General and Administrative Expenses | |||||
Lease [Line Items] | |||||
Rent expense | $ 1.4 | ||||
Minimum | |||||
Lease [Line Items] | |||||
Lease extension | 3 years | ||||
Maximum | |||||
Lease [Line Items] | |||||
Lease extension | 10 years |
Leases - Additional Lease Cost
Leases - Additional Lease Cost Information (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Lease, Cost [Abstract] | ||
Weighted average term - operating lease liabilities | 2 years 10 months 13 days | 3 years 6 months 25 days |
Weighted average incremental borrowing rate - operating lease liabilities | 12% | 13% |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | |||
Operating lease cost (cost resulting from lease payments) | $ 1,817 | $ 1,950 | $ 2,451 |
Short term lease cost | 7 | 16 | 110 |
Sublease income | 0 | 0 | (6) |
Net lease cost | $ 1,824 | $ 1,966 | $ 2,555 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash paid activity: | |||
Operating lease - operating cash flows (fixed payments) | $ 2,217 | $ 2,286 | $ 2,746 |
Operating lease - operating cash flows (liability reduction) | 1,042 | 1,382 | 1,674 |
Non-cash activity: | |||
Right of use assets obtained in exchange for new operating lease liabilities | $ 165 | $ 116 | $ 230 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Non-current assets - right of use assets, net | $ 3,371 | $ 4,047 |
Current liabilities - operating lease liabilities | 1,725 | 1,512 |
Non-current liabilities - operating lease liabilities | $ 2,922 | $ 4,177 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 2,161 |
2025 | 1,701 |
2026 | 943 |
2027 | 521 |
2028 | 156 |
After 2027 | 20 |
Total future minimum lease payments | 5,502 |
Amount representing interest | (855) |
Present value of net future minimum lease payments | $ 4,647 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Line Items] | ||
Deferred tax asset | $ 80,500 | $ 75,800 |
Deferred tax liabilitiy | 16,561 | 14,126 |
Deferred federal, state and local, tax expense (benefit) | 800 | (600) |
Indefinite-lived Intangible Assets | ||
Income Tax Disclosure [Line Items] | ||
Deferred tax liabilitiy | 5,400 | 4,200 |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Net NOL carryforwards | 327,800 | |
Net operating loss carryforwards | 90,300 | 330,700 |
Net operating loss carryforwards, no expiration | 237,500 | 240,400 |
State | ||
Income Tax Disclosure [Line Items] | ||
Net NOL carryforwards | 216,700 | |
Net operating loss carryforwards | 153,000 | 191,800 |
Net operating loss carryforwards, no expiration | $ 63,700 | $ 37,300 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax asset | ||||
Property and equipment | $ 724 | $ 700 | ||
Accrued expenses | 209 | 998 | ||
Deferred revenue | 6,131 | 502 | ||
Asset retirement obligations | 13 | 12 | ||
Net operating loss carryforward | 81,908 | 81,818 | ||
Operating lease liabilities | 1,312 | 1,434 | ||
Charitable contributions carryforward | 64 | 60 | ||
Stock compensation expense | 6,744 | 4,408 | ||
Total deferred tax asset | 97,105 | 89,932 | ||
Deferred tax liability | ||||
Right of use assets | (821) | (1,006) | ||
Indefinite-lived intangible assets | (15,740) | (13,120) | ||
Total deferred tax liability | (16,561) | (14,126) | ||
Valuation allowance | (85,984) | (79,998) | $ (65,304) | $ (47,664) |
Net deferred tax assets and liabilities | (5,440) | (4,192) | ||
Definite-Lived Intangible Assets | ||||
Deferred tax liability | ||||
Total deferred tax assets and liabilities | $ 80,544 | $ 75,806 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 44 | 5 | 2 |
Total current | 44 | 5 | 2 |
Deferred: | |||
Federal | 442 | 370 | 251 |
State | 776 | 608 | (127) |
Total deferred | 1,218 | 978 | 124 |
Total income tax expense | $ 1,262 | $ 983 | $ 126 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal tax | $ (3,162) | $ (7,672) | $ (11,405) |
State income taxes, net of federal benefit | 814 | 612 | (125) |
Incentive stock option expense | (27) | (564) | (720) |
Other permanent differences | (62) | (4,017) | (251) |
162M executive compensation limit | 316 | 1,673 | 729 |
Restricted stock shortfall/windfall | 0 | (617) | (136) |
Prior-year adjustments | 69 | 160 | (2,536) |
Total income tax expense | $ 1,262 | $ 983 | $ 126 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory federal tax | 21% | 21% | 21% |
State income taxes, net of federal benefit | (23.00%) | (2.00%) | 1% |
Incentive stock option expense | 0% | 2% | 1% |
Other permanent differences | 0% | 11% | 0% |
162M executive compensation limit | (2.00%) | (5.00%) | (1.00%) |
Restricted stock shortfall/windfall | 0% | 2% | 0% |
Prior-year adjustments | 0% | (1.00%) | 5% |
Total income tax expense, percent | (26.00%) | (3.00%) | 0% |
Federal | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Change in valuation allowance - Federal | $ 3,314 | $ 11,408 | $ 14,570 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Change in valuation allowance - Federal | (22.00%) | (31.00%) | (27.00%) |
Stock Acquisition Rights, Sto_3
Stock Acquisition Rights, Stock Options and Warrants - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 02, 2022 installment $ / shares shares | May 30, 2022 shares | May 18, 2022 shares | May 17, 2022 installment $ / shares shares | Sep. 07, 2021 installment $ / shares shares | Aug. 23, 2021 installment $ / shares shares | Jun. 30, 2021 shares | Feb. 01, 2021 shares | Jan. 01, 2021 shares | Dec. 30, 2020 shares | Sep. 30, 2020 USD ($) shares | Jun. 24, 2020 shares | Feb. 28, 2020 shares | Sep. 15, 2014 USD ($) $ / shares shares | May 31, 2021 USD ($) shares | May 31, 2020 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2020 $ / shares | Jun. 30, 2022 shares | Sep. 29, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
General and administrative | $ 45,177,000 | $ 39,525,000 | $ 39,302,000 | |||||||||||||||||||
Product development | 4,439,000 | 3,593,000 | 4,343,000 | |||||||||||||||||||
Sales and support | 5,733,000 | 4,461,000 | 2,942,000 | |||||||||||||||||||
Non-cash compensation expense attributable to stock awards | $ 17,874,000 | $ 13,625,000 | $ 15,925,000 | |||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 49.39 | $ 49.39 | $ 60.92 | $ 57 | ||||||||||||||||||
Number of vesting installments | installment | 4 | 4 | 3 | 4 | ||||||||||||||||||
Number of shares repurchased (in shares) | shares | 20,132 | 20,132 | 216,000 | 252,000 | 0 | |||||||||||||||||
Decrease in APIC | $ 1,000,000 | |||||||||||||||||||||
Stock repurchase program, authorized amount | $ 50,000,000 | |||||||||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 26,800,000 | |||||||||||||||||||||
Sale of stock (in shares) | shares | 500,000 | 500,000 | ||||||||||||||||||||
Common Class B Units | PDV Spectrum Holding Company, LLC | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Equity method investee, cumulative proceeds received on all transactions | $ 10,000,000 | |||||||||||||||||||||
Sale of stock (in shares) | shares | 500,000 | |||||||||||||||||||||
Sale of stock (in dollars per share) | $ / shares | $ 20 | |||||||||||||||||||||
Common Class A | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of units owned | 100% | |||||||||||||||||||||
Shares registered for resale (in shares) | shares | 500,000 | |||||||||||||||||||||
Common Class A | PDV Spectrum Holding Company, LLC | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Subsidiary equity units for which investor has right to convert to common stock (in shares) | shares | 500,000 | |||||||||||||||||||||
President and Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted (in shares) | shares | 77,102 | 122,449 | 65,768 | 100,000 | ||||||||||||||||||
Executive Chairman | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted (in shares) | shares | 154,203 | |||||||||||||||||||||
Lease Agreements, 900 MHz [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | 0 | $ 100,000 | ||||||||||||||||||||
Stock options, contractual life | 20 years | |||||||||||||||||||||
Restricted Stock | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | $ 1,500,000 | 10,900,000 | $ 9,700,000 | $ 9,200,000 | ||||||||||||||||||
General and administrative | 9,800,000 | 8,500,000 | 8,400,000 | |||||||||||||||||||
Product development | 600,000 | 700,000 | 600,000 | |||||||||||||||||||
Sales and support | $ 500,000 | 500,000 | 200,000 | |||||||||||||||||||
Plan modification, incremental cost | 800,000 | |||||||||||||||||||||
Awards issued | shares | 28,000 | 255,912 | ||||||||||||||||||||
Unvested compensation expense | $ 18,500,000 | $ 18,400,000 | ||||||||||||||||||||
Weighted average period of recognition of unrecognized compensation cost | 2 years 3 months 21 days | 2 years 6 months 10 days | ||||||||||||||||||||
Awards forfeited | shares | 17,508 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | $ 0 | |||||||||||||||||||||
Awards issued | shares | 91,216 | 95,538 | 0 | |||||||||||||||||||
Non-cash compensation expense attributable to stock awards | $ 4,300,000 | |||||||||||||||||||||
Awards forfeited | shares | 0 | 47,768 | ||||||||||||||||||||
Expected term | 4 years | |||||||||||||||||||||
Expected volatility rate | 56.09% | |||||||||||||||||||||
Risk-free interest rate | 0.29% | |||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||
Forfeiture rate | 0% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 50% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Second Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 50% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Cumulative Spectrum Proceeds Monetized | Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | $ 300,000 | $ 300,000 | $ 100,000 | |||||||||||||||||||
Unvested compensation expense | $ 800,000 | $ 800,000 | ||||||||||||||||||||
Weighted average period of recognition of unrecognized compensation cost | 1 year 5 months 26 days | 2 years 5 months 26 days | ||||||||||||||||||||
Measurement period | 4 years | |||||||||||||||||||||
Vesting if target metric achieved (in shares) | shares | 30,049 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Cumulative Spectrum Proceeds Monetized | Minimum | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage share payout | 0% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Cumulative Spectrum Proceeds Monetized | Minimum | Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Vesting if target metric achieved (in shares) | shares | 15,025 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Cumulative Spectrum Proceeds Monetized | Maximum | Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage share payout | 200% | |||||||||||||||||||||
Vesting if target metric achieved (in shares) | shares | 60,098 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | TSR | President and Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | $ 1,000,000 | $ 1,000,000 | $ 200,000 | |||||||||||||||||||
Unvested compensation expense | $ 2,300,000 | $ 2,300,000 | ||||||||||||||||||||
Weighted average period of recognition of unrecognized compensation cost | 1 year 11 months 4 days | 2 years 11 months 4 days | ||||||||||||||||||||
Vesting if target metric achieved (in shares) | shares | 45,000 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | TSR | Minimum | President and Chief Executive Officer | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 25% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | TSR | Minimum | Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage share payout | 25% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | TSR | Maximum | President and Chief Executive Officer | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 350% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | TSR | Maximum | Chief Executive Officer | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage share payout | 350% | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Additional | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Awards issued | shares | 43,446 | |||||||||||||||||||||
Performance-Based Restricted Stock Units | Additional | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 100% | |||||||||||||||||||||
Stock Options | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Weighted average period of recognition of unrecognized compensation cost | 1 year 8 months 4 days | 1 year 5 months 19 days | ||||||||||||||||||||
Options granted (in shares) | shares | 476,208 | |||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 49.39 | |||||||||||||||||||||
Expected term | 5 years 5 months 4 days | 5 years 5 months 4 days | 5 years 11 months 1 day | 6 years 7 days | 5 years 5 months 4 days | 6 years 25 days | ||||||||||||||||
Expected volatility rate | 50.80% | 51.60% | 53.45% | 53.18% | ||||||||||||||||||
Risk-free interest rate | 3.62% | 2.95% | 0.96% | 0.92% | ||||||||||||||||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |||||||||||||||
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | |||||||||||||||||
Intrinsic value of options exercised | $ 1,200,000 | $ 29,500,000 | $ 5,000,000 | |||||||||||||||||||
Weighted average grant-date fair value per option granted (in dollars per share) | $ / shares | $ 49.39 | $ 58.56 | $ 42.04 | |||||||||||||||||||
Unrecognized compensation cost related to non-vested share options granted | $ 7,400,000 | $ 4,100,000 | ||||||||||||||||||||
Stock options outstanding | shares | 1,402,949 | 1,006,241 | ||||||||||||||||||||
Stock Options | Minimum | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Expected term | 5 years 11 months 1 day | |||||||||||||||||||||
Expected volatility rate | 50.80% | 53.18% | 53.41% | |||||||||||||||||||
Risk-free interest rate | 2.95% | 0.92% | 0.43% | |||||||||||||||||||
Forfeiture rate | 0% | 0% | ||||||||||||||||||||
Stock Options | Maximum | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Expected term | 6 years 7 days | |||||||||||||||||||||
Expected volatility rate | 51.60% | 53.45% | 52.43% | |||||||||||||||||||
Risk-free interest rate | 3.62% | 0.96% | 0.51% | |||||||||||||||||||
Forfeiture rate | 3% | 2% | ||||||||||||||||||||
Service-Based Stock Options | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Stock compensation expense | $ 5,600,000 | $ 2,600,000 | $ 1,300,000 | |||||||||||||||||||
Performance-Based Stock Options | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Unvested compensation expense | $ 0 | 0 | ||||||||||||||||||||
Options granted (in shares) | shares | 67,562 | 0 | ||||||||||||||||||||
Granted (in dollars per share) | $ / shares | $ 0 | |||||||||||||||||||||
Intrinsic value of options exercised | $ 0 | 200,000 | 0 | |||||||||||||||||||
Weighted average grant-date fair value per option granted (in dollars per share) | $ / shares | $ 46.85 | |||||||||||||||||||||
Stock options forfeited (in shares) | shares | 33,780 | |||||||||||||||||||||
Consulting fees | $ 0 | $ 0 | $ 800,000 | |||||||||||||||||||
Stock options outstanding | shares | 33,782 | 33,782 | ||||||||||||||||||||
Performance-Based Stock Options | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 50% | |||||||||||||||||||||
Performance-Based Stock Options | Second Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 50% | |||||||||||||||||||||
Performance-Based Stock Options | Additional | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Options granted (in shares) | shares | 14,635 | |||||||||||||||||||||
Performance-Based Stock Options | Additional | First Anniversary | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Percentage of vesting for stock granted to employees | 100% | |||||||||||||||||||||
2014 Stock Plan | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||
Common stock authorized and reserved for issuance (in shares) | shares | 5,027,201 | |||||||||||||||||||||
Shares available | shares | 502,256 | |||||||||||||||||||||
Percentage of increase in number of shares of common stock issued and outstanding | 5% | 5% | ||||||||||||||||||||
Additional common stock authorized and reserved for future issuance (in shares) | shares | 879,216 |
Stock Acquisition Rights, Sto_4
Stock Acquisition Rights, Stock Options and Warrants - Summary of Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock - $ / shares | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Stock | ||||
Beginning stock outstanding (in shares) | 544,287 | |||
Granted (in shares) | 28,000 | 255,912 | ||
Vested (in shares) | (214,029) | |||
Forfeited (in shares) | (17,508) | |||
Ending stock outstanding (in shares) | 568,662 | 544,287 | ||
Weighted Average Grant Day Fair Value | ||||
Beginning outstanding (in dollars per share) | $ 47.39 | |||
Granted (in dollars per share) | 47.85 | $ 50.64 | $ 46.07 | |
Vested (in dollars per share) | 46.22 | |||
Forfeited (in dollars per share) | 50.92 | |||
Ending outstanding (in dollars per share) | $ 47.93 | $ 47.39 |
Stock Acquisition Rights, Sto_5
Stock Acquisition Rights, Stock Options and Warrants - Activity of Restricted Stock (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant-date fair value per unit granted (in dollars per share) | $ 47.85 | $ 50.64 | $ 46.07 |
Fair value of restricted stock units vested (in thousands) | $ 12,245 | $ 12,240 | $ 8,165 |
Stock Acquisition Rights, Sto_6
Stock Acquisition Rights, Stock Options and Warrants - Summary of Performance Stock Activity (Details) - Performance-Based Restricted Stock Units - $ / shares | 12 Months Ended | ||||
Sep. 30, 2020 | Feb. 28, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Performance Stock | |||||
Beginning stock outstanding (in shares) | 75,049 | ||||
Granted (in shares) | 91,216 | 95,538 | 0 | ||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | 0 | (47,768) | |||
Ending stock outstanding (in shares) | 75,049 | 75,049 | |||
Weighted Average Grant Day Fair Value | |||||
Beginning outstanding (in dollars per share) | $ 58.65 | ||||
Granted (in dollars per share) | 0 | $ 0 | $ 58.65 | ||
Vested (in dollars per share) | 0 | ||||
Forfeited (in dollars per share) | 0 | ||||
Ending outstanding (in dollars per share) | $ 58.65 | $ 58.65 |
Stock Acquisition Rights, Sto_7
Stock Acquisition Rights, Stock Options and Warrants - Activity of Performance-based Restricted Stock (Details) - Performance-Based Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant-date fair value per unit granted (in dollars per share) | $ 0 | $ 0 | $ 58.65 |
Fair value of restricted stock units vested (in thousands) | $ 0 | $ 0 | $ 3,941 |
Stock Acquisition Rights, Sto_8
Stock Acquisition Rights, Stock Options and Warrants - Schedule of Assumptions used to Calculate Fair Value of Performance-Based Restricted Units (Details) - Performance-Based Restricted Stock Units | Feb. 01, 2021 |
Risk-free interest rate | 0.29% |
Dividend yield | 0% |
Volatility | 56.09% |
Simulation term | 4 years |
Forfeiture rate | 0% |
Stock Acquisition Rights, Sto_9
Stock Acquisition Rights, Stock Options and Warrants - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||||
Dec. 02, 2022 | May 17, 2022 | Sep. 07, 2021 | Aug. 23, 2021 | Mar. 31, 2023 | |
Weighted Average Exercise Price | |||||
Granted (in dollars per share) | $ 49.39 | $ 49.39 | $ 60.92 | $ 57 | |
Stock Options | |||||
Options | |||||
Beginning options outstanding (in shares) | 1,006,241 | ||||
Options granted (in shares) | 476,208 | ||||
Options exercised (in shares) | (79,500) | ||||
Options forfeited/expired (in shares) | 0 | ||||
Ending options outstanding (in shares) | 1,402,949 | ||||
Exercisable at period end (in shares) | 746,371 | ||||
Total vested or expected to vest at period end (in shares) | 1,400,235 | ||||
Weighted Average Exercise Price | |||||
Beginning outstanding (in dollars per share) | $ 32.98 | ||||
Granted (in dollars per share) | 49.39 | ||||
Exercised (in dollars per share) | 22.86 | ||||
Forfeited/expired (in dollars per share) | 0 | ||||
Ending outstanding (in dollars per share) | 39.12 | ||||
Exercisable at period end (in dollars per share) | 29.25 | ||||
Total vested and expected to vest (in dollars per share) | $ 39.11 | ||||
Additional Disclosures [Abstract] | |||||
Weighted average contractual term, options outstanding | 6 years 2 months 1 day | ||||
Weighted average contractual term, exercisable | 3 years 7 months 28 days | ||||
Weighted average contractual term, total vested and expected to vest | 6 years 2 months 1 day | ||||
Aggregate intrinsic value, options outstanding | $ 5,128,070 | ||||
Aggregate intrinsic value, exercisable | 5,128,070 | ||||
Aggregate intrinsic value, total vested and expected to vest | $ 5,128,070 |
Stock Acquisition Rights, St_10
Stock Acquisition Rights, Stock Options and Warrants - Schedule of Additional Information Regarding Stock Options Outstanding (Details) - Stock Options | 12 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding (in shares) | shares | 1,402,949 |
Weighted Average Remaining Life in Years | 6 years 2 months 1 day |
Weighted Average Exercise Price (in dollars per share) | $ 39.12 |
Options Exercisable (in shares) | shares | 746,371 |
Weighted Average Exercise-Price of Share Exercisable (in dollars per share) | $ 29.25 |
$ 20.00 - 20.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise prices, minimum (in dollars per share) | 20 |
Exercise prices, maximum (in dollars per share) | $ 20 |
Number Outstanding (in shares) | shares | 164,000 |
Weighted Average Remaining Life in Years | 1 year 2 months 8 days |
Weighted Average Exercise Price (in dollars per share) | $ 20 |
Options Exercisable (in shares) | shares | 164,000 |
Weighted Average Exercise-Price of Share Exercisable (in dollars per share) | $ 20 |
$ 20.01 - 46.23 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise prices, minimum (in dollars per share) | 20.01 |
Exercise prices, maximum (in dollars per share) | $ 46.23 |
Number Outstanding (in shares) | shares | 515,085 |
Weighted Average Remaining Life in Years | 4 years 25 days |
Weighted Average Exercise Price (in dollars per share) | $ 27.79 |
Options Exercisable (in shares) | shares | 483,835 |
Weighted Average Exercise-Price of Share Exercisable (in dollars per share) | $ 27.36 |
$ 46.24 - 72.85 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise prices, minimum (in dollars per share) | 46.24 |
Exercise prices, maximum (in dollars per share) | $ 72.85 |
Number Outstanding (in shares) | shares | 723,864 |
Weighted Average Remaining Life in Years | 8 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $ 51.52 |
Options Exercisable (in shares) | shares | 98,536 |
Weighted Average Exercise-Price of Share Exercisable (in dollars per share) | $ 53.92 |
Stock Acquisition Rights, St_11
Stock Acquisition Rights, Stock Options and Warrants - Schedule of Assumptions used to Calculate Fair Value of Options (Details) - Stock Options - $ / shares | 12 Months Ended | ||||||
Dec. 02, 2022 | May 17, 2022 | Sep. 07, 2021 | Aug. 23, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Risk-free interest rate | 3.62% | 2.95% | 0.96% | 0.92% | |||
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% |
Volatility | 50.80% | 51.60% | 53.45% | 53.18% | |||
Expected term | 5 years 5 months 4 days | 5 years 5 months 4 days | 5 years 11 months 1 day | 6 years 7 days | 5 years 5 months 4 days | 6 years 25 days | |
Forfeiture rate | 0% | 0% | 0% | 0% | 0% | ||
Weighted average grant-date fair value per option granted (in dollars per share) | $ 49.39 | $ 58.56 | $ 42.04 | ||||
Minimum | |||||||
Risk-free interest rate | 2.95% | 0.92% | 0.43% | ||||
Volatility | 50.80% | 53.18% | 53.41% | ||||
Expected term | 5 years 11 months 1 day | ||||||
Forfeiture rate | 0% | 0% | |||||
Maximum | |||||||
Risk-free interest rate | 3.62% | 0.96% | 0.51% | ||||
Volatility | 51.60% | 53.45% | 52.43% | ||||
Expected term | 6 years 7 days | ||||||
Forfeiture rate | 3% | 2% |
Stock Acquisition Rights, St_12
Stock Acquisition Rights, Stock Options and Warrants - Summary of Performance Stock Options (Details) - $ / shares | 12 Months Ended | |||||
Dec. 02, 2022 | May 17, 2022 | Sep. 07, 2021 | Aug. 23, 2021 | Feb. 28, 2020 | Mar. 31, 2023 | |
Weighted Average Exercise Price | ||||||
Granted (in dollars per share) | $ 49.39 | $ 49.39 | $ 60.92 | $ 57 | ||
Performance-Based Stock Options | ||||||
Options | ||||||
Beginning options outstanding (in shares) | 33,782 | |||||
Options granted (in shares) | 67,562 | 0 | ||||
Options exercised (in shares) | 0 | |||||
Options forfeited/expired (in shares) | 0 | |||||
Ending options outstanding (in shares) | 33,782 | |||||
Weighted Average Exercise Price | ||||||
Beginning outstanding (in dollars per share) | $ 46.85 | |||||
Granted (in dollars per share) | 0 | |||||
Exercised (in dollars per share) | 0 | |||||
Forfeited/expired (in dollars per share) | 0 | |||||
Ending outstanding (in dollars per share) | $ 46.85 |
Stock Acquisition Rights, St_13
Stock Acquisition Rights, Stock Options and Warrants - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | May 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||||
Number of shares repurchased (in shares) | 20,132 | 20,132 | 216,000 | 252,000 | 0 |
Average price paid per share (in dollars per share) | $ 47.05 | $ 57.50 | $ 0 | ||
Total cost to repurchase | $ 8,223 | $ 14,962 | $ 0 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |||
Taxes paid | $ 14 | $ 7 | $ 61 |
Interest paid | 0 | 0 | 0 |
Non-cash investing activity: | |||
Capitalized change in estimated asset retirement obligations | (6) | (17) | 85 |
Network equipment provided in exchange for wireless licenses | 36 | 120 | 61 |
Non-cash financing activities: | |||
Shares surrendered from stock option exercises | 0 | 1,000 | 0 |
Equity payment of prior year accrued employee related expenses | $ 0 | $ 0 | $ 1,537 |
Supplemental Disclosure of Ca_4
Supplemental Disclosure of Cash Flow Information - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 USD ($) county | Mar. 31, 2022 USD ($) county | Mar. 31, 2021 USD ($) | |
Supplemental Cash Flow Elements [Abstract] | |||
Broadband licenses granted, number of countries | county | 84 | 21 | |
Gain (loss) from disposal of intangible assets, net | $ | $ 38,399 | $ 11,209 | $ (3,849) |
Contingencies (Details)
Contingencies (Details) $ in Thousands, people in Millions | 1 Months Ended | ||||||
Feb. 28, 2021 USD ($) people | Dec. 31, 2020 USD ($) people | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Commitments And Contingencies [Line Items] | |||||||
Number of people | people | 3.6 | 7.5 | |||||
Contingent liability | $ 20,000 | $ 0 | $ 20,000 | ||||
Contingent liability | 20,249 | 0 | |||||
Prepayments received | 60,759 | 54,678 | $ 2,983 | ||||
Accrued payroll taxes | $ 300 | $ 200 | |||||
Xcel Energy Services Inc. | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||||
Commitments And Contingencies [Line Items] | |||||||
Prepayments received | $ 8,000 | $ 8,000 | |||||
SDG&E | |||||||
Commitments And Contingencies [Line Items] | |||||||
Consideration transferred | $ 50,000 | ||||||
Forecast | |||||||
Commitments And Contingencies [Line Items] | |||||||
Contingent liability | $ 30,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 12 Months Ended | |||
Apr. 20, 2023 USD ($) cities county | Mar. 31, 2023 USD ($) county | Mar. 31, 2022 USD ($) county | Mar. 31, 2021 USD ($) | |
Subsequent Event [Line Items] | ||||
Broadband licenses granted, number of countries | county | 84 | 21 | ||
Payments to acquire intangible assets | $ | $ 25,004 | $ 26,358 | $ 13,944 | |
Subsequent Event | Lower Colorado River Authority (LCRA) | Wireless Licenses | ||||
Subsequent Event [Line Items] | ||||
Broadband licenses granted, number of countries | county | 68 | |||
Broadband licenses granted, minimum number of cities | cities | 30 | |||
Payments to acquire intangible assets | $ | $ 30,000 |