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Stockholders' Equity
 12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders' Equity
2019 Issuance and Sale of Common Stock and Warrants
On June 23, 2019, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with CVI, pursuant to which CVI agreed to purchase (i) 2,728,513 shares of Common Stock (the "Initial Shares"), at a price of $7.33 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "Closing Date").
The Series B-1 Warrants were exercisable by the holders at any time prior to the six-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-1 Warrants. The Series B-1 Warrants provided the holders the right to purchase an aggregate of up to 2,347,418 shares of Common Stock at an exercise price equal to $8.52 and could have been exercised for cash only. The Series B-1 Warrants expired on January 29, 2020.
The Series B-2 Warrants were exercisable by the holders at any time prior to the 12-month anniversary of the Closing Date, as adjusted pursuant to the terms of the Series B-2 Warrants. The Series B-2 Warrants provided the holders the right to purchase an aggregate of up to 1,121,076 shares of Common Stock at an exercise price equal to $8.92 and could have been exercised for cash only. The Series B-2 Warrants expired on August 3, 2020.
The Series C Warrants were partially prepaid warrants (with a nominal remaining exercise price) that were not exercisable before September 21, 2019 and expire 90 days after the first anniversary of the Closing Date. CVI exercised the Series C Warrants on October 10, 2019. Because the VWAP of the Common Stock as of the date of exercise, discounted by 7.5%, was less than CVI's purchase price for the Initial Shares, the Company was required to issue to CVI a number of shares of Common Stock equal to (i) (x) CVI's purchase price for the Initial Shares divided by (y) 92.5% of the VWAP of the Common Stock leading up to September 21, 2019, subject to a floor of 50.0% of the price per Initial Share, less (ii) the number of Initial Shares issued to CVI on the Closing Date. As a result of this exercise, the Company issued 2,728,513 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares issuable under the Company's Series A Warrants was increased by 2,728,513.
The Series A Warrants are exercisable for a period of five years from the Closing Date and are currently exercisable into 5,457,026 shares of Common Stock, which is equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above). The exercise price for the Series A Warrants is $12.00. The Series A Warrants may be exercised for cash or through a net settlement feature under certain circumstances.
The exercise price for the Series A Warrants is subject to anti-dilution adjustment in certain circumstances. Refer to Footnote 16, Subsequent Events, for further information. In addition, if and to the extent the exercise of any warrants would, together with the issuances of the Initial Shares and the shares issued pursuant to the exercise of any other warrants, result in the issuance of 20.0% or more of the outstanding Common Stock of the Company on the Closing Date (the "Exchange Cap"), the Company intends to, in lieu of issuing such shares, settle the obligation to issue such shares in cash.
In addition, CVI will not have the right to exercise any warrants that would result in CVI beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such exercise. CVI has the right, in its discretion, to raise this threshold up to 9.99% with 60 days' notice to the Company.
Pursuant to the transactions described above, the Company agreed to provide CVI with registration rights relating to the Initial Shares and any shares issuable upon the exercise of the warrants. On June 26, 2019, the Company filed a prospectus supplement to its effective registration statement on Form S-3 to permit the resale of such shares.
Management determined each warrant to be a freestanding financial instrument that qualifies for liability treatment as a result of the net cash settlement feature associated with the Exchange Cap provision. Each warrant is initially measured at fair value and classified as a current liability on the Consolidated Balance Sheets, with subsequent changes in fair value recorded in earnings. To determine the fair value of each warrant, management utilized a Monte Carlo simulation analysis within an option pricing model using the following key assumptions as of the Closing Date:
•Stock price: Measured using the fair value of the Common Stock on the Closing Date, which was $5.57 per share.
•Volatility: The Company determined volatility to be 50.0% based on (i) the historical volatility of the Common Stock daily volume weighted average price with a look-back period commensurate with the term of the warrants and (ii) options-based implied volatility.
•Term: Management determined the term based on the time period of each warrant's maturity, between six months and five years from the Closing Date.
•Change of control probability: The Company utilized a range between 0.0% and 10.0% to estimate the likelihood of occurrence.
•Risk-free rate: Management assumed the risk-free rate to be between 1.7% and 2.1%, based on the U.S. Treasury bonds on the valuation date with terms commensurate with the terms of each warrant.
•Cost of debt: Management assumed the cost of debt to be between 16.7% and 18.7% based on a synthetic credit rating analysis.
•Dividend yield: Management assumed the dividend yield to be zero based on the historical payout of the Company.
Certain estimates above represent Level 3 inputs within the fair value hierarchy. Based on the option pricing valuation model, the Company determined the fair value of the warrants as of the Closing Date to be the following:
(in thousands)Warrants Liability
Series A Warrants$3,862 
Series B-1 Warrants (1)
328 
Series B-2 Warrants (2)
376 
Series C Warrants (3)
6,232 
Total$10,798 
1) Series B-1 Warrants expired on January 29, 2020.
2) Series B-2 Warrants expired on August 3, 2020.
3) Series C Warrants were exercised on October 10, 2019.
The Company recorded $1.8 million in accrued transaction costs in 2019, of which approximately $0.8 million was allocated to the warrants liability and recorded in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The remaining transaction costs of $1.0 million were recorded in additional paid-in capital in the Consolidated Balance Sheets.
The estimated fair value of the warrants as of December 31, 2020 was $2.8 million. Refer to Footnote 6, Fair Value Measurements, for further information.
2018 Equity and Incentive Compensation Plan
The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting and approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting. Under the 2018 Plan, as amended and restated, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 20,250,000 shares of Common Stock. The aggregate number of shares of Common Stock available will be reduced by: (i) one share of Common Stock for every one share of Common Stock subject to an award of option rights or appreciation rights granted under the 2018 Plan and (ii) two shares of Common Stock for every one share of Common Stock subject to an award other than option rights or appreciation rights granted under the 2018 Plan. If any award granted under the 2018 Plan (in whole or in part) is canceled or forfeited, expires, is settled in cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to awards of option rights or appreciation rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights. The Company registered the securities under the 2018 Plan with the SEC effective June 1, 2018. The maximum number of shares available for future issuance under the 2018 Plan as of December 31, 2020 (excluding outstanding awards) is 10,746,533.
Stock Options
The Company's Compensation Committee approved and awarded 50,000 and 925,000 options for the years ended December 31, 2020 and 2019, respectively, under the 2018 Plan to employees and consultants. No options were approved and awarded for the year ended December 31, 2018. The fair value of options at date of grant was estimated using the Black-Scholes option pricing model utilizing the following assumptions:
Years Ended December 31,
20202019
Dividend yield0.0%0.0%
Expected volatility57.0%44.5%-52.9%
Risk-free interest rate1.0%1.3%-2.7%
Expected life of options (in years)6.005.21-10.00
Dividend yield — The Company has never declared or paid a cash dividend on its Common Stock and has no plans to pay cash dividends in the foreseeable future.
Expected volatility — Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company considered the historical volatility of its stock price over a term similar to the expected life of the options in determining expected volatility.
Risk-free interest rate — The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards, converted to continuously compounded forward rates.
Expected life of the options — This is the period of time that the options granted are expected to remain outstanding. Options under the Company's plans generally have a contractual term of 10 years and generally must be exercised within 90 days following employee termination.
A summary of the options granted, exercised, forfeited and expired during the years ended December 31, 2020, 2019 and 2018 is presented below:
Number of
Shares		Weighted-Average
Exercise Price
Options outstanding as of December 31, 20173,444,252 $30.65 
Options exercised (1)
(347,752)15.45 
Options expired(2,050,587)39.74 
Options outstanding as of December 31, 20181,045,913 $17.89 
Options granted925,000 5.64 
Options exercised(68,259)17.44 
Options forfeited(363,687)15.15 
Options outstanding as of December 31, 20191,538,967 $11.27 
Options granted50,000 3.67 
Options exercised(75,000)1.89 
Options forfeited(60,000)5.38 
Options expired(456,775)15.92 
Options outstanding as of December 31, 2020997,192 $9.82 
Options exercisable as of December 31, 2020568,025 $16.10 
(1) Includes 125,523 options withheld to pay the exercise price for certain exercises during the year ended December 31, 2018.
The following table summarizes information about options outstanding, and exercisable, as of December 31, 2020:
 Options OutstandingOptions Exercisable
Range of Exercise PricesOptions OutstandingWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life (Years)		Options
Exercisable		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life (Years)
$3.21 - $5.38
450,000 $3.74 8.92133,333 $6.00 8.88
$10.35 - $19.31
494,360 13.79 3.25381,860 18.46 1.73
$20.11 - $23.22
46,775 22.33 0.9446,775 22.33 0.94
$40.80
6,057 40.80 3.626,057 40.80 3.62
997,192 $9.82 5.71568,025 $16.10 3.37
The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company's Common Stock as of the close of the exercise date. The aggregate intrinsic value for options exercised was $0.1 million, $0.3 million and $1.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. There was no intrinsic value for options exercisable or outstanding as of December 31, 2020. The aggregate intrinsic value for all options exercisable was $0.2 million and $0.7 million under the Company's stock plans as of December 31, 2019 and 2018, respectively. The aggregate intrinsic value for all options outstanding was $0.9 million and $0.7 million under the Company's stock plans as of December 31, 2019 and 2018, respectively.
As of December 31, 2020, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $0.9 million, which the Company expects to recognize over a weighted-average vesting period of approximately 2.1 years.
Stock Awards
The Company's outstanding stock awards are comprised of RSUs, including time-based, performance-based and market-based RSUs.
During 2020, the Company's Compensation Committee approved and awarded 634,570 time-based RSUs (of which 610,590 RSUs related to the settlement of an accrued 2019 annual incentive plan liability and vested immediately).
During 2019, the Company's Compensation Committee approved and awarded 1,603,866 time-based RSUs (of which 206,108 RSUs related to the settlement of an accrued 2018 annual incentive plan liability) and 975,000 market-based RSUs, which were valued using a Monte Carlo simulation analysis, to employees, directors and consultants of the Company. Of the time-based RSUs, 581,491 vested immediately upon grant. The remaining time-based RSUs generally vest after one to three years contingent on continued service. Market-based awards generally vest over up to ten years based on the achievement of certain stock price hurdles.
During 2018, the Company's Compensation Committee approved and awarded 2,612,457 time-based RSUs, 191,800 performance-based RSUs and 68,151 market-based RSUs under the 2018 Plan to employees, directors and consultants of the Company. Of the time-based RSUs, 1,493,288 vested immediately upon grant, including 165,086 shares related to the compensation of the Company's former CEO as part of his retirement and transition services agreement. The remaining time-based RSUs generally vest after three to four years contingent on continued service, and performance-based RSUs generally vest after three years based on achievement of pre-established revenue and adjusted earnings before interest income, interest expense, income taxes, depreciation and amortization (Adjusted EBITDA) goals. Market-based awards generally vest after three years based on the attainment of certain stock price hurdles.
The estimated forfeiture rate as of December 31, 2020, 2019 and 2018 was 10.0% for non-executive awards. Awards granted to senior executives have an estimated forfeiture rate of zero. Changes in the estimates and assumptions relating to forfeitures and subsequent grants may result in material changes to stock-based compensation expense in the future.
A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2020, 2019 and 2018 is presented as follows. RSU awards with undelivered shares are classified as unvested until the date of delivery of the shares.
Unvested Stock AwardsRestricted
Stock Units		Weighted
Average
Grant-Date Fair Value
Unvested as of December 31, 2017779,912 $37.22 
Granted2,872,408 22.53 
Vested(2,077,253)27.55 
Forfeited(108,932)29.50 
Unvested as of December 31, 20181,466,135 $22.62 
Granted2,578,866 7.56 
Vested(854,998)23.96 
Forfeited(529,767)18.47 
Unvested as of December 31, 20192,660,236 $8.42 
Granted634,570 3.66 
Vested(1,363,152)7.22 
Forfeited(106,417)20.02 
Unvested as of December 31, 20201,825,237 $6.99 
The aggregate intrinsic value for all unvested RSUs outstanding was $4.5 million, $12.1 million, and $21.3 million as of December 31, 2020, 2019, and 2018, respectively.
As of December 31, 2020, total unrecognized compensation expense related to unvested RSUs was $5.5 million, which the Company expects to recognize over a weighted-average vesting period of approximately 4.4 years.
Preferred Stock
The Company has 5,000,000 shares of $0.001 par value preferred stock authorized; no shares have been issued or were outstanding as of December 31, 2020 and 2019. Refer to Footnote 16, Subsequent Events.