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PRIVATE PLACEMENT (Tables)
 9 Months Ended
Sep. 30, 2018
Disclosure Text Block [Abstract]  
Schedule of Sale of Stock by Subsidiary or Equity Method Investee Disclosure [Table Text Block]
The allocation of the net proceeds as of the Closing Date, along with the net carrying value of the Series A Preferred Stock as of September 30, 2018, are set forth below (in thousands):
 
 
 
Series A
 
 
Common
 
 
Convertible
 
 
 
Preferred Stock
 
 
Stock
 
 
Notes
 
 
 
 
 
 
 
 
 
 
 
Liquidation preference of Series A Preferred Stock
(1)
 
$
140,000
 
 
$
-
 
 
$
-
 
Fair value of common stock
(2)
 
 
-
 
 
 
20,131
 
 
 
-
 
Principal balance under Convertible Notes
 
 
-
 
 
 
-
 
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
140,000
 
 
 
20,131
 
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocation of discount and issuance costs:
 
 
 
 
 
 
 
 
 
 
 
 
Original issue discount
(3)
 
 
(6,120
)
 
 
(880
)
 
 
-
 
Incremental and direct costs
(3)(4)
 
 
(4,046
)
 
 
(582
)
 
 
-
 
Common stock issuance
(3)(5)
 
 
(17,600
)
 
 
(2,531
)
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
(27,766
)(6)
 
 
(3,993
)
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net carrying value on Closing Date
 
 
112,234
 
 
$
16,138
 
 
$
-
 
Accretion of discount through September 30, 2018
 
 
1,011
(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net carrying value as of September 30, 2018
 
$
113,245
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The liquidation preference for each share of Series A Preferred Stock on the Closing Date was $1,000 per share for an aggregate liquidation preference of $140.0 million.
 
(2)
The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share prior to closing.
 
(3)
Discounts and incremental and direct costs of the Private Placement were allocated on a pro rata basis as of the Closing Date.
 
(4)
Incremental and direct costs of the Private Placement include financial advisor and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million. Of the total incremental and direct costs of $4.6 million, $2.7 million was paid from the net proceeds at closing and $1.9 million was paid or is payable directly by the Company.
 
(5)
The pro rata fair value of approximately 2.9 million shares of Common Stock issued in the Private Placement was treated as an additional discount for the issuance of the Series A Preferred Stock.
 
(6)
The aggregate discount of $27.8 million for the Series A Preferred Stock is being accreted at a rate of 4.5% per annum using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock is being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until July 19, 2023 when the holders may elect to redeem. As a result of these periodic accretion adjustments, the carrying value of the Series A Preferred Stock will be equal to the aggregate liquidation preference on July 19, 2023. As shown in Note 9, accretion is treated as a deduction in the calculation of earnings applicable to common stockholders.
 
Schedule of Dividends Payable [Table Text Block]
 
 
Dividends Payable in:
 
 
Total
 
 
 
 
 
 
Cash
 
 
PIK
 
 
Dividends
 
 
Per Share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Dividends at 10.0% per annum
 
$
2,839
 
 
$
-
 
 
$
2,839
 
 
$
20.28
 
PIK Dividends at 3.0% per annum:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuable for 846 shares of Series A Preferred Stock
 
 
-
 
 
 
846
 
 
 
846
 
 
 
6.04
 
Fractional shares payable in cash
 
 
6
 
 
 
-
 
 
 
6
 
 
 
0.04
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
2,845
 
 
$
846
 
 
$
3,691
 
 
$
26.36