Stockholders’ Equity	9 Months Ended
Sep. 30, 2017
Equity [Abstract]
Stockholders’ Equity	10. Stockholders’ Equity Preferred Stock The Company is authorized to issue up to 10,000,000 shares of preferred stock with a par value of $0.001. The Company’s preferred stock may be entitled to preference over the common stock with respect to the distribution of assets of the Company in the event of liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of the winding-up of its affairs. The authorized but unissued shares of the preferred stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors of the Company (the “Board”). The Board in their sole discretion shall have the power to determine the relative powers, preferences and rights of each series of preferred stock. Series A & B Preferred Stock On June 2, 2017 the Company reported entering into a securities purchase agreement (the “Original SPA”) with Chambers, pursuant to which the Company agreed to sell to Chambers, in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), shares of the Company’s newly-created Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), and Series A-2 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock” and, collectively with the Series A-1 Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), for an aggregate purchase price of approximately $78 million. On June 15, 2017, the Company entered into an amended and restated securities purchase agreement (the “A&R SPA”) with Chambers. On the same day, the Company closed the transactions contemplated by the A&R SPA (the “SPA Closing”) and issued to Chambers 5,400 shares of Series A-1 Preferred Stock and 74,600 shares of Series A-2 Preferred Stock. Pursuant to the terms of the SPA, the Company agreed to use commercially reasonable efforts to hold a stockholder meeting (the “Stockholder Meeting”) by no later than December 15, 2017 and to obtain at the meeting stockholder approval of the issuance of shares of the Company’s Class A voting common stock issuable upon conversion of all shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock (upon their conversion to shares of Series A-1 Preferred Stock) issued or issuable pursuant to the A&R SPA (the “Stockholder Approval”). The Stockholder Meeting was held on November 3, 2017, and Stockholder Approval was obtained for Series A-2 Preferred Stock conversion. After the SPA Closing and for so long as the Approved Holders (as defined in the A&R SPA) beneficially own at least 10% of the total number of outstanding shares of Class A voting common stock and Class B non-voting common stock (collectively, “Common Stock”) of the Company, on an as-converted basis, or at least 15% of the number of Series A Preferred Stock issued to Chambers at the SPA Closing, the Company cannot undertake certain actions without the prior consent of holders of a majority of all shares of Common Stock, on an as-converted basis, held by the Approved Holders. Prior to June 15, 2020, Chambers and its affiliates are prohibited from directly or indirectly engaging in any short sales involving the Common Stock or securities convertible into, or exercisable or exchanged for, Common Stock. Without the prior written consent of the Board, the Approved Holders are subject to customary standstill restrictions until the earlier of (i) the two-year anniversary of the date the Approved Holders are no longer entitled to designate any director to the Board and (ii) the date the Company fails to fully declare and pay all accrued dividends on either series of the Series A Preferred Stock after there are no PIK Quarters (as defined below) remaining. In connection with the SPA Closing and the issuance of shares of Series A Preferred Stock, the Company entered into a registration rights agreement with Chambers (the “Chambers RRA”). Under the Chambers RRA, the Company has agreed to provide to Chambers certain customary demand and piggyback registration rights relating to Chambers’ ownership of Company stock. The Chambers RRA contains customary terms and conditions, including certain customary indemnification obligations. Each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock is a new class of equity security. Each series of Series A Preferred Stock ranks senior to Class A voting common stock with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Company, and each series initially has a stated value of $1,000 per share (the “Stated Value”). Series B Preferred Stock ranks pari passu with Class A voting common stock with respect to dividend rights, but senior to Class A voting common stock with respect to rights upon the liquidation, winding-up or dissolution of the Company, with a par value of $0.001 per share. If the stockholder approval is obtained, each outstanding share of Series A-2 Preferred Stock will automatically convert into one share of Series A-1 Preferred Stock, subject to customary adjustments. No later than two business days following the holding of the Stockholder Meeting, each share of Series B Preferred Stock will automatically convert into one share of Class A voting common stock, whether or not the Stockholder Approval has been obtained. Holders of Series A-1 Preferred Stock will be entitled to vote with holders of Class A voting common stock on an as-converted basis upon the consummation of the Stockholder Meeting, whether or not the Stockholder Approval is obtained. Holders of Series A-2 Preferred Stock are entitled to vote with the holders of Series A-1 Preferred Stock on all matters submitted for a vote of holders of Preferred Stock as a separate class, but in no event are entitled to vote with the holders of Class A voting common stock. Holders of Series B Preferred Stock have no voting rights, except as described below. Holders of any series of Preferred Stock are entitled to one vote per share on any matter on which holders of such applicable series are entitled to vote separately as a class. In addition, for so long as shares of a particular series of Preferred Stock are outstanding, the affirmative vote or consent of holders of at least a majority of the outstanding shares of such series, voting together as a separate class, is necessary for effecting any amendment or modification to the certificate of incorporation or the applicable Certificate of Designations that would materially and adversely affect the relative rights, preferences, privileges or voting power of such series. Shares of Series A-1 Preferred Stock will be immediately convertible into shares of Class A voting common stock at the option of the holders of such Series A-1 Preferred Stock upon the consummation of the Stockholder Meeting, at a per share rate (the “Conversion Rate”) equal to the Stated Value of such share divided by six, subject to certain adjustments (the “Conversion Price”). Upon the consummation of the Stockholder Meeting, the Company will have the option to convert Series A-1 Preferred Stock to Class A voting common stock if the volume weighted average price of Class A voting common stock exceeds the following percentages of the Conversion Price for twenty out of thirty consecutive trading days: (i) 200%, if such mandatory conversion occurs prior to June 15, 2019, (ii) 175%, if such mandatory conversion occurs after June 15, 2019 but before June 15, 2020, and (iii) 150%, if such mandatory conversion occurs after June 15, 2020. If on June 15, 2024, the Stockholder Meeting has been consummated (no matter whether or not the Stockholder Approval has been obtained) and the trailing 20-day volume weighted average price of Class A voting common stock (the “Prevailing Price”) is equal to or greater than the Conversion Price then in effect, then each share of the Series A-1 Preferred Stock then outstanding will automatically convert to Class A voting common stock at the then applicable Conversion Rate. Notwithstanding anything to the contrary in the foregoing, in no event will in excess of 1,678,089 shares of Class A voting common stock be issued in connection with the conversion of Series A-1 Preferred Stock in advance of the Stockholder Approval, and such conversion will only occur to the extent it will not result in a violation of any applicable rules of The NASDAQ Stock Market LLC (provided, that the Company is to take commercially reasonable efforts to effect the issuance in compliance with such rules). Holders of Series A Preferred Stock will be entitled to cumulative dividends payable quarterly initially at a rate of 9% per annum (the “Dividend Rate”) in cash and, for any 12 quarters (“PIK Quarters”), at the Company’s option, (i) in the form of additional shares of the respective series of Series A Preferred Stock at a per share price equal to $975 or (ii) by increasing Stated Value, in lieu of cash. After the 12 PIK Quarters, if the Company fails to fully declare and pay dividends in cash, then the Dividend Rate for Series A Preferred Stock will automatically increase by 5.0% per annum for the next succeeding dividend period and then an additional 1.0% for each successive dividend period, up to a maximum Dividend Rate of 20.0% per annum, until the Company pays dividends at such increased rate fully in cash for two consecutive quarters. Separately, if the Stockholder Approval has not been obtained by December 15, 2017, the Dividend Rate for Series A-2 Preferred Stock will automatically increase by 5% per annum for the dividend period ended on March 31, 2018 and by an additional 0.5% each quarter thereafter until the Stockholder Approval is obtained, up to a maximum Dividend Rate of 20.0% per annum. In addition to dividends rights described above, holders of all series of Preferred Stock will be entitled to receive dividends or distributions declared or paid on Class A voting common stock on an as-converted basis. If on June 15, 2024, the Prevailing Price is less than the Conversion Price then in effect, the Dividend Rate for Series A-1 Preferred Stock will automatically increase to 20.0% per annum, payable only in cash, unless automatically converted as described above. However, the Company, at its option, may instead elect to exchange each share of Series A-1 Preferred Stock for senior unsecured notes of the Company with a two-year maturity, a 9.0% per annum coupon payable semi-annually in cash, and governed by terms substantially similar to the Company’s most recent high yield indenture at that time. After June 15, 2020, the Company may redeem shares of Series A Preferred Stock in cash at a per share amount equal to (i) 110% of the Stated Value, if the redemption occurs prior to June 15, 2021, (ii) 105% of the Stated Value, if the redemption occurs prior to June 15, 2022, and (iii) 100% of the Stated Value, if the redemption occurs after June 15, 2022, in each case, plus any unpaid dividends. If the Stockholder Approval is not obtained on or prior to June 15, 2024, the Company must redeem all outstanding shares of Series A-2 Preferred Stock at the Stated Value then in effect on June 15, 2024. If at any time after June 15, 2024 the Company fails to fully declare and pay a quarterly dividend in cash on Series A-1 Preferred Stock, then the Company must redeem in cash all outstanding Series A-1 Preferred Stock at the Stated Value then in effect. As of September 30, 2017, 5,543 shares of Series A-1 Preferred Stock and 2,684,632 shares of Series B Preferred Stock were issued and outstanding with zero issued and outstanding at December 31, 2016. As of September 30, 2017, 76,577 shares of Series A-2 Preferred Stock were issued and outstanding with zero issued and outstanding at December 31, 2016. The Series A-2 Preferred Stock is classified as Mezzanine Equity in the Consolidated Balance Sheets due to the mandatory redemption feature triggered by the failure to obtain requisite Stockholder Approval. If requisite Stockholder Approval is obtained, the redemption feature would no longer be applicable, and the Series A-2 Preferred Stock will be reclassified to permanent equity at that time. Common Stock The Company is authorized to issue up to 100,000,000 shares of $0.001 par value Class A voting common stock of which 21,822,015 were issued and outstanding as of September 30, 2017 and December 31, 2016. The Company is authorized to issue up to 5,000 shares of $0.001 par value Class B non-voting common stock of which 2,500 shares were issued and outstanding as of September 30, 2017 and December 31, 2016.

10. Stockholders’ Equity

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock with a par value of $0.001. The Company’s preferred stock may be entitled to preference over the common stock with respect to the distribution of assets of the Company in the event of liquidation, dissolution or winding-up of the Company, whether voluntarily or involuntarily, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of the winding-up of its affairs. The authorized but unissued shares of the preferred stock may be divided into and issued in designated series from time to time by one or more resolutions adopted by the Board of Directors of the Company (the “Board”). The Board in their sole discretion shall have the power to determine the relative powers, preferences and rights of each series of preferred stock.

Series A & B Preferred Stock

On June 2, 2017 the Company reported entering into a securities purchase agreement (the “Original SPA”) with Chambers, pursuant to which the Company agreed to sell to Chambers, in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), shares of the Company’s newly-created Series A-1 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”), and Series A-2 Convertible Participating Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock” and, together with the Series A-1 Preferred Stock, the “Series A Preferred Stock” and, collectively with the Series A-1 Preferred Stock and the Series B Preferred Stock, the “Preferred Stock”), for an aggregate purchase price of approximately $78 million.

On June 15, 2017, the Company entered into an amended and restated securities purchase agreement (the “A&R SPA”) with Chambers. On the same day, the Company closed the transactions contemplated by the A&R SPA (the “SPA Closing”) and issued to Chambers 5,400 shares of Series A-1 Preferred Stock and 74,600 shares of Series A-2 Preferred Stock. Pursuant to the terms of the SPA, the Company agreed to use commercially reasonable efforts to hold a stockholder meeting (the “Stockholder Meeting”) by no later than December 15, 2017 and to obtain at the meeting stockholder approval of the issuance of shares of the Company’s Class A voting common stock issuable upon conversion of all shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock (upon their conversion to shares of Series A-1 Preferred Stock) issued or issuable pursuant to the A&R SPA (the “Stockholder Approval”). The Stockholder Meeting was held on November 3, 2017, and Stockholder Approval was obtained for Series A-2 Preferred Stock conversion. After the SPA Closing and for so long as the Approved Holders (as defined in the A&R SPA) beneficially own at least 10% of the total number of outstanding shares of Class A voting common stock and Class B non-voting common stock (collectively, “Common Stock”) of the Company, on an as-converted basis, or at least 15% of the number of Series A Preferred Stock issued to Chambers at the SPA Closing, the Company cannot undertake certain actions without the prior consent of holders of a majority of all shares of Common Stock, on an as-converted basis, held by the Approved Holders.

Prior to June 15, 2020, Chambers and its affiliates are prohibited from directly or indirectly engaging in any short sales involving the Common Stock or securities convertible into, or exercisable or exchanged for, Common Stock. Without the prior written consent of the Board, the Approved Holders are subject to customary standstill restrictions until the earlier of (i) the two-year anniversary of the date the Approved Holders are no longer entitled to designate any director to the Board and (ii) the date the Company fails to fully declare and pay all accrued dividends on either series of the Series A Preferred Stock after there are no PIK Quarters (as defined below) remaining. In connection with the SPA Closing and the issuance of shares of Series A Preferred Stock, the Company entered into a registration rights agreement with Chambers (the “Chambers RRA”). Under the Chambers RRA, the Company has agreed to provide to Chambers certain customary demand and piggyback registration rights relating to Chambers’ ownership of Company stock. The Chambers RRA contains customary terms and conditions, including certain customary indemnification obligations.

Each of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock is a new class of equity security. Each series of Series A Preferred Stock ranks senior to Class A voting common stock with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of the Company, and each series initially has a stated value of $1,000 per share (the “Stated Value”). Series B Preferred Stock ranks pari passu with Class A voting common stock with respect to dividend rights, but senior to Class A voting common stock with respect to rights upon the liquidation, winding-up or dissolution of the Company, with a par value of $0.001 per share. If the stockholder approval is obtained, each outstanding share of Series A-2 Preferred Stock will automatically convert into one share of Series A-1 Preferred Stock, subject to customary adjustments. No later than two business days following the holding of the Stockholder Meeting, each share of Series B Preferred Stock will automatically convert into one share of Class A voting common stock, whether or not the Stockholder Approval has been obtained.

Holders of Series A-1 Preferred Stock will be entitled to vote with holders of Class A voting common stock on an as-converted basis upon the consummation of the Stockholder Meeting, whether or not the Stockholder Approval is obtained. Holders of Series A-2 Preferred Stock are entitled to vote with the holders of Series A-1 Preferred Stock on all matters submitted for a vote of holders of Preferred Stock as a separate class, but in no event are entitled to vote with the holders of Class A voting common stock. Holders of Series B Preferred Stock have no voting rights, except as described below. Holders of any series of Preferred Stock are entitled to one vote per share on any matter on which holders of such applicable series are entitled to vote separately as a class. In addition, for so long as shares of a particular series of Preferred Stock are outstanding, the affirmative vote or consent of holders of at least a majority of the outstanding shares of such series, voting together as a separate class, is necessary for effecting any amendment or modification to the certificate of incorporation or the applicable Certificate of Designations that would materially and adversely affect the relative rights, preferences, privileges or voting power of such series.

Shares of Series A-1 Preferred Stock will be immediately convertible into shares of Class A voting common stock at the option of the holders of such Series A-1 Preferred Stock upon the consummation of the Stockholder Meeting, at a per share rate (the “Conversion Rate”) equal to the Stated Value of such share divided by six, subject to certain adjustments (the “Conversion Price”). Upon the consummation of the Stockholder Meeting, the Company will have the option to convert Series A-1 Preferred Stock to Class A voting common stock if the volume weighted average price of Class A voting common stock exceeds the following percentages of the Conversion Price for twenty out of thirty consecutive trading days: (i) 200%, if such mandatory conversion occurs prior to June 15, 2019, (ii) 175%, if such mandatory conversion occurs after June 15, 2019 but before June 15, 2020, and (iii) 150%, if such mandatory conversion occurs after June 15, 2020. If on June 15, 2024, the Stockholder Meeting has been consummated (no matter whether or not the Stockholder Approval has been obtained) and the trailing 20-day volume weighted average price of Class A voting common stock (the “Prevailing Price”) is equal to or greater than the Conversion Price then in effect, then each share of the Series A-1 Preferred Stock then outstanding will automatically convert to Class A voting common stock at the then applicable Conversion Rate. Notwithstanding anything to the contrary in the foregoing, in no event will in excess of 1,678,089 shares of Class A voting common stock be issued in connection with the conversion of Series A-1 Preferred Stock in advance of the Stockholder Approval, and such conversion will only occur to the extent it will not result in a violation of any applicable rules of The NASDAQ Stock Market LLC (provided, that the Company is to take commercially reasonable efforts to effect the issuance in compliance with such rules).

Holders of Series A Preferred Stock will be entitled to cumulative dividends payable quarterly initially at a rate of 9% per annum (the “Dividend Rate”) in cash and, for any 12 quarters (“PIK Quarters”), at the Company’s option, (i) in the form of additional shares of the respective series of Series A Preferred Stock at a per share price equal to $975 or (ii) by increasing Stated Value, in lieu of cash. After the 12 PIK Quarters, if the Company fails to fully declare and pay dividends in cash, then the Dividend Rate for Series A Preferred Stock will automatically increase by 5.0% per annum for the next succeeding dividend period and then an additional 1.0% for each successive dividend period, up to a maximum Dividend Rate of 20.0% per annum, until the Company pays dividends at such increased rate fully in cash for two consecutive quarters. Separately, if the Stockholder Approval has not been obtained by December 15, 2017, the Dividend Rate for Series A-2 Preferred Stock will automatically increase by 5% per annum for the dividend period ended on March 31, 2018 and by an additional 0.5% each quarter thereafter until the Stockholder Approval is obtained, up to a maximum Dividend Rate of 20.0% per annum. In addition to dividends rights described above, holders of all series of Preferred Stock will be entitled to receive dividends or distributions declared or paid on Class A voting common stock on an as-converted basis. If on June 15, 2024, the Prevailing Price is less than the Conversion Price then in effect, the Dividend Rate for Series A-1 Preferred Stock will automatically increase to 20.0% per annum, payable only in cash, unless automatically converted as described above. However, the Company, at its option, may instead elect to exchange each share of Series A-1 Preferred Stock for senior unsecured notes of the Company with a two-year maturity, a 9.0% per annum coupon payable semi-annually in cash, and governed by terms substantially similar to the Company’s most recent high yield indenture at that time. After June 15, 2020, the Company may redeem shares of Series A Preferred Stock in cash at a per share amount equal to (i) 110% of the Stated Value, if the redemption occurs prior to June 15, 2021, (ii) 105% of the Stated Value, if the redemption occurs prior to June 15, 2022, and (iii) 100% of the Stated Value, if the redemption occurs after June 15, 2022, in each case, plus any unpaid dividends. If the Stockholder Approval is not obtained on or prior to June 15, 2024, the Company must redeem all outstanding shares of Series A-2 Preferred Stock at the Stated Value then in effect on June 15, 2024. If at any time after June 15, 2024 the Company fails to fully declare and pay a quarterly dividend in cash on Series A-1 Preferred Stock, then the Company must redeem in cash all outstanding Series A-1 Preferred Stock at the Stated Value then in effect.

As of September 30, 2017, 5,543 shares of Series A-1 Preferred Stock and 2,684,632 shares of Series B Preferred Stock were issued and outstanding with zero issued and outstanding at December 31, 2016. As of September 30, 2017, 76,577 shares of Series A-2 Preferred Stock were issued and outstanding with zero issued and outstanding at December 31, 2016. The Series A-2 Preferred Stock is classified as Mezzanine Equity in the Consolidated Balance Sheets due to the mandatory redemption feature triggered by the failure to obtain requisite Stockholder Approval. If requisite Stockholder Approval is obtained, the redemption feature would no longer be applicable, and the Series A-2 Preferred Stock will be reclassified to permanent equity at that time.

Common Stock

The Company is authorized to issue up to 100,000,000 shares of $0.001 par value Class A voting common stock of which 21,822,015 were issued and outstanding as of September 30, 2017 and December 31, 2016.

The Company is authorized to issue up to 5,000 shares of $0.001 par value Class B non-voting common stock of which 2,500 shares were issued and outstanding as of September 30, 2017 and December 31, 2016.