Stockholders' Equity | (12) Stockholders’ Equity Exchange Agreement On November 10, 2017, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with TCV VI, L.P., a Delaware limited partnership (“TCV VI”), and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“TCV Member Fund” and, together with TCV VI, the “TCV Holders”), which provided for, among other things, the exchange by the TCV Holders of all shares of Series B Preferred Stock (see below) of the Company held by them for an aggregate of (i) 6,000,000 shares of newly issued common stock, par value $0.01 per share of the Company (“Common Stock”) having a value of $5,520,000, and (ii) cash consideration in the amount of $20,000,000 (the “Exchange Transaction”). The Exchange Transaction closed on November 10, 2017. The retirement of the Series B Preferred Stock removes, among other rights of the TCV Holders and restrictions on the Company, a $55 million liquidation preference previously held by TCV. The company incurred approximately $891,000 of direct expenses related to the transaction. The Company has reflected the exchange transaction as an extinguishment of the Series B Preferred Stock and recorded the difference of approximately $22,368,000 between the carrying value of approximately $48,838,000 and the fair value of the consideration, including direct expenses, as a capital contribution from the Company’s preferred stockholders in its statement of operations and stockholders’ equity. Purchase Agreement On November 10, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 180 Degree Capital Corp. (“180 Degree Capital”) and TheStreet SPV Series, a limited liability company series of 180 Degree Capital Management, LLC (the “Investors”), pursuant to which the Company sold and issued 7,136,363 shares of its Common Stock, to the Investors at a purchase price of $1.10 per Common Stock in a closing that occurred on November 10, 2017 (the “Financing Transaction”). The closing bid price of the Company’s Common Stock as reported by NASDAQ on November 9, 2017, was $0.92 per share, and the Financing Transaction closed on November 10, 2017. Registration Rights Agreement In connection with the Exchange and Financing Transaction, the Company agreed to register the shares for resale and the Company filed a registration statement with the Securities and Exchange Commission. The TCV Holders and the Investors received additional registration rights as set forth in the transaction documents. Treasury Stock In December 2000, the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Company’s Board of Directors approved the resumption of the stock repurchase program (the “Program”) under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, was necessary for the Company to repurchase its Common Stock (except as described above). During the years ended December 31, 2018 and 2017, the Company did not purchase any shares of Common Stock under this Program. Since inception of the Program, the Company has purchased a total of 5,453,416 shares of Common Stock at an aggregate cost of approximately $7.3 million. In November 2017, our Board of Directors approved a new share buyback program authorizing the repurchase of up to five million shares of the Company’s common stock. The repurchases are being executed from time to time in the open market or in privately negotiated transactions, subject to management’s evaluation of the trading price of the security, market conditions and other factors. The Company may, among other things, utilize existing cash reserves and cash flows from operations to fund any repurchases. The timing and amount of any repurchases will be determined by the Company’s management based upon its evaluation of the trading price of the security, market conditions and other factors. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and may be extended, modified, suspended or discontinued at any time. During the year ended December 31, 2018, the Company purchased a total of 1,105 shares of Common Stock under the Program at an aggregate cost of approximately $1,415, inclusive of commissions. There were no shares repurchased during the year ended December 31, 2017. In addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures adopted by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through December 31, 2018, the Company had withheld an aggregate of 2,178,829 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares have also been recorded as treasury stock. Stock Options Under the terms of the 1998 Stock Incentive Plan (the “1998 Plan”), 8,900,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, restricted stock, deferred stock, restricted stock units, or any combination thereof. Under the terms of the 2007 Plan, 7,750,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards. At the Company’s May 2018 board meeting, the number of shares available for grant was increased by 5,200,000 shares. The 2007 Plan also authorized cash performance awards. Additionally, under the terms of the 2007 Plan, unused shares authorized for award under the 1998 Plan are available for issuance under the 2007 Plan. No further awards will be made under the 1998 Plan. Awards may be granted to such directors, employees and consultants of the Company as the Compensation Committee of the Board of Directors shall select in its discretion or delegate to management to select. Only employees of the Company are eligible to receive grants of incentive stock options. Awards generally vest over a three- to five-year period and stock options generally have terms of five to seven years. As of December 31, 2018, there remained approximately 3.4 million shares available for future awards under the 2007 Plan. In connection with awards under both the 2007 Plan and awards issued outside of the Plan as inducement grants to new hires, the Company recorded approximately $2.5 million and $1.6 million of noncash stock-based compensation for the years ended December 31, 2018 and 2017, respectively. A stock option represents the right, once the option has vested and become exercisable, to purchase a share of the Company’s Common Stock at a particular exercise price set at the time of the grant. A restricted stock unit (“RSU”) represents the right to receive one share of the Company’s Common Stock (or, if provided in the award, the fair market value of a share in cash) on the applicable vesting date for such RSU. Until the stock certificate for a share of Common Stock represented by an RSU is delivered, the holder of an RSU does not have any of the rights of a stockholder with respect to the Common Stock. However, the grant of an RSU includes the grant of dividend equivalents with respect to such RSU. The Company records cash dividends for RSUs to be paid in the future at an amount equal to the rate paid on a share of Common Stock for each then-outstanding RSU granted. The accumulated dividend equivalents related to outstanding grants vest on the applicable vesting date for the RSU with respect to which such dividend equivalents were credited and are paid in cash at the time a stock certificate evidencing the shares represented by such vested RSU is delivered. As of December 31, 2018, there is no dividend accrual as the Company has not declared a dividend since 2016. A summary of the activity of the 2007 Plan, and awards issued outside of the Plan pertaining to stock option grants is as follows: Shares Weighted Aggregate Weighted Awards outstanding, December 31, 2016 5,900,731 $ 1.52 Options granted 260,000 $ 0.87 Options exercised — $ — Options forfeited (41,368 ) $ 1.15 Options expired (627,435 ) $ 1.77 Awards outstanding, December 31, 2017 5,491,928 $ 1.46 $ 874 3.39 Options granted 282,333 $ 2.02 Options exercised (8,000 ) $ 1.20 Options forfeited (182,752 ) $ 2.15 Options expired (1,864,626 ) $ 1.81 Awards outstanding, December 31, 2018 3,718,883 $ 1.29 $ 2,806 4.12 Awards vested and expected to vest at December 31, 2018 3,713,646 $ 1.29 $ 2,800 4.12 Awards vested at December 31, 2018 3,104,819 $ 1.30 $ 2,309 3.95 A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Aggregate Weighted Awards outstanding, December 31, 2016 717,995 Restricted stock units granted 597,788 Restricted stock units settled by delivery of Common Stock upon vesting (818,282 ) Restricted stock units forfeited (50,833 ) Awards outstanding, December 31, 2017 446,668 $ 648 0.62 Restricted stock units granted 3,149,720 Restricted stock units settled by delivery of Common Stock upon vesting (686,676 ) Restricted stock units forfeited (64,722 ) Awards outstanding, December 31, 2018 2,844,990 $ 5,775 2.24 Awards vested and expected to vest at December 31, 2018 2,748,240 $ 5,579 1.31 A summary of the status of the Company’s unvested share-based payment awards as of December 31, 2018 and changes in the year then ended is as follows: Unvested Awards Awards Weighted Shares underlying awards unvested at December 31, 2017 2,131,135 $ 0.48 Shares underlying options granted 282,333 $ 0.42 Shares underlying restricted stock units granted 3,149,720 $ 1.68 Shares underlying options vested (1,348,984 ) $ 0.35 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (686,676 ) $ 1.14 Shares underlying unvested options forfeited (3,752 ) $ 0.43 Shares underlying unvested restricted stock units forfeited (64,722 ) $ 1.72 Shares underlying awards unvested at December 31, 2018 3,459,054 $ 1.47 For the years ended December 31, 2018 and 2017, approximately 282 thousand and 260 thousand stock options, respectively, were granted to employees of the Company. During the year ended December 31, 2018, approximately 8 thousand stock options were exercised, resulting in approximately $10 thousand of cash proceeds to the Company. No stock options were exercised during the year ended December 31, 2017. For the years ended December 31, 2018 and 2017, approximately 3.1 million and 598 thousand restricted stock units, respectively, were granted to employees of the Company, and 687 thousand and 818 thousand, respectively, were issued under restricted stock unit grants. For the years ended December 31, 2018 and 2017, the total fair value of share-based awards vested was approximately $1.9 million and $1.6 million, respectively. For the years ended December 31, 2018 and 2017, the total intrinsic value of options exercised was $8 thousand and $0, respectively. For the years ended December 31, 2018 and 2017, the total intrinsic value of restricted stock units that vested was approximately $1.3 million and $921 thousand, respectively. As of December 31, 2018, there was approximately 6.6 million stock option and restricted stock unit grants outstanding, having a total value of $3.6 million of unrecognized stock-based compensation expense remaining to be recognized. With the sale of our B2B business, the Company’s Board of Directors has accelerated the vesting of all outstanding stock options and restricted stock units as of February 25, 2019. |