EQUITY | 9 Months Ended |
Sep. 30, 2013 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
9. EQUITY |
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Common and Preferred Stock |
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During the nine months ended September 30, 2013, the Company issued an aggregate of 761,125 shares of common stock at a price of $2.00 per share for cash proceeds of $1.4 million, net of equity issuance costs of $0.2 million. |
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During the nine months ended September 30, 2013, the Company issued an aggregate of 1,053,777 shares of the Series B Preferred Stock for cash proceeds of $2.7 million, net of equity issuance costs of $0.5 million. |
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During the nine months ended September 30, 2013, the Company issued an aggregate of 363,567 shares of common stock to convert $0.7 million of related party notes payable and accrued interest. Also, the Company paid in cash $0.1 million in equity issuance costs in connection with this transaction. |
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During the nine months ended September 30, 2013, the Company issued an aggregate of 1,500 shares of common stock as payment of equity issuance costs. |
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During the nine months ended September 30, 2013, the Company declared and paid dividends on the Series B Preferred Stock in the amount of approximately $91 thousand which was paid in July 2013. |
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During the quarter ended September 30, 2013, the Company paid $35 thousand as payment on outstanding liabilities for advisory fees in the amount of $155 thousand to CRG Finance and issued 120,000 shares of common stock. The fair value of the common shares issued was $42 thousand resulting in a gain on the extinguishment of liabilities of $78 thousand. |
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Temporary Equity |
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On August 2, 2013, the Company issued 349,707 shares of newly created Series A-1 Non-Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-1 Preferred Stock”) and 29,297,652 shares of newly created Series A-2 Convertible Redeemable Preferred Stock, par value $0.00001 per share (the “Series A-2 Preferred Stock”). In connection with this transaction, the Company received $35.0 million in proceeds which were used primarily to fund the acquisitions described in Note 3. |
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The Company analyzed the terms of the Series A-1 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that it does not qualify as a liability. The Series A-1 Preferred Stock is non-convertible and is redeemable at the holders’ option after five years or earlier upon the occurrence of an event of default. The Company determined, in accordance with ASC 480-S99-3A, the Series A-1 Preferred Stock is required to be presented outside of permanent equity. |
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The Company analyzed the terms of the Series A-2 Preferred Stock under ASC 480 to determine whether it should be accounted for as a liability and determined that it does not qualify as a liability. The Series A-2 Preferred Stock is convertible at the holders’ option at any time and is redeemable at the holders’ option after five years or earlier upon the occurrence of a liquidation event. The Company determined, in accordance with ASC 480-S99-3A, the Series A-2 Preferred Stock is required to be presented outside of permanent equity. The Company also analyzed the terms of the conversion feature of the Series A-2 Preferred Stock under ASC 815 and determined that it qualifies as a derivative liability that should be bifurcated and accounted for separately from the Series A-2 Preferred Stock (see Note 10). |
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The Company performed a valuation of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock and determined the fair value as of the date of issuance of the shares was $23.2 million for the Series A-1 Preferred Stock and $11.8 million for the Series A-2 Preferred Stock. In connection with the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, the Company incurred $2.4 million and $1.2 million in transaction costs which were netted against the cash proceeds for the Series A-1 and Series A-2 Preferred Stock, respectively. |
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The Company evaluated the redemption values of the Series A-1 Preferred Stock and Series A-2 Preferred Stock and determined that the carrying values of the Series A-1 and Series A-2 should be accreted to their redemption values over the period of five years using the interest method as the Series A-1 Preferred Stock and Series A-2 Preferred Stock will become redeemable at the option of the investors after five years from issuance. As a result, the Company recognized accretion of $0.7 million and $0.3 million, respectively in its consolidated statements of operations for the nine months ended September 30, 2013. |
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The table below represents the changes in the carrying value of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock: |
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| | Series A-1 | | Series A-2 | |
Preferred Stock | Preferred Stock |
Fair value, net of issuance costs, August 2, 2013 | | $ | 20,758,834 | | $ | 10,556,672 | |
Bifurcation of derivative liability | | | - | | | -4,554,934 | |
Accretion of preferred stock redemption | | | 651,591 | | | 315,578 | |
Carrying value, September 30, 2013 | | $ | 21,410,425 | | $ | 6,317,316 | |
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As part of the consideration of the purchase price of the Liberty acquisition, the Company issued 8,715,000 shares of the Company’s common stock to Liberty’s investors and recorded the common shares at their fair value of $3.0 million. The common shares contain a put option whereby the Company is required to purchase the shares if certain conditions are met as disclosed in the rights agreement entered into with Liberty’s investors on August 1, 2013. As a result, the common shares are classified outside of permanent equity in accordance with ASC 480-S99-3A. |
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Stock-Based Compensation |
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Stock-based compensation to employees is measured based on the fair value of the award on the date of the grant, and is recognized as an expense over the employee’s requisite service period in accordance with ASC 718 – “Compensation-Stock Compensation.” Stock based compensation to non-employees is accounted for in accordance with ASC 505-50 - “Equity-Based Payments to Non-Employees.” |
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On April 19, 2013, the Company issued a stock option grant to a director to purchase 50,000 shares at an exercise price of $3.9 per share. The grant date fair value of the options was determined to be approximately $16,000 using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.0 years, expected volatility of 64%, risk free interest rate of 0.24%, and expected dividend yield of 0%. |
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On August 1, 2013, the Company entered into option cancellation agreements with all holders of its outstanding stock options as of August 1, 2013. As such, all outstanding option grants were cancelled on that date. During the period from January 1, 2013 through July 31, 2013, the Company has recorded a stock compensation expense of $0.5 million. On August 2, 2013, the Company reversed an amount of $0.8 million of stock compensation expense related to forfeitures of stock grants. As of September 30, 2013, the Company had no outstanding stock grants. |
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A summary of stock option activity for the nine months ended September 30, 2013 is presented below: |
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| Number of Options | | Weighted Average | | |
Exercise Price | |
Outstanding at December 31, 2012 | | 2,506,895 | | $ | 3.16 | | |
Granted | | 50,000 | | | 3.9 | | |
Forfeited | | -2,556,895 | | | 3.18 | | |
Exercised | | - | | | - | | |
Outstanding at September 30, 2013 | | - | | $ | - | | |
Exercisable at September 30, 2013 | | - | | $ | - | | |
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