Annual report pursuant to Section 13 and 15(d)

COMMON STOCK AND WARRANTS.

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COMMON STOCK AND WARRANTS.
12 Months Ended
Dec. 31, 2017
Stockholders' Equity Note [Abstract]  
COMMON STOCK AND WARRANTS.
12. COMMON STOCK AND WARRANTS.

 

The following table summarizes warrant activity for the years ended December 31, 2017, 2016 and 2015 (number of shares in thousands):

 

    Number of
Shares
    Price per
Share
    Weighted
Average
Exercise Price
 
Balance at December 31, 2014     856     $6.09 – $735.00     $ 36.55  
Warrants exercised     (42 )   $8.85     $ 8.85  
Warrants expired     (432 )   $8.85     $ 8.85  
Balance at December 31, 2015     382     $6.09 – $735.00     $ 70.87  
Warrants exercised     (138 )   $8.43     $ 8.43  
Balance at December 31, 2016     244     $6.09 – $735.00     $ 106.72  
Warrants exercised     (191 )   $6.09     $ 6.09  
Warrants expired     (49 )   $6.09 – $735.00     $ 444.00  
Balance at December 31, 2017     4     $735.00     $ 735.00  

 

July 2012 Public Offering – On July 3, 2012, in connection with a public offering, the Company issued warrants to purchase an aggregate of 1,867,000 shares of the Company’s common stock. The warrants were issued at an initial exercise price of $9.45 per share, which was subject to certain “weighted-average” anti-dilution adjustments. As a result of anti-dilution adjustments, the exercise price was reduced to $6.09 per share. The balance of these warrants expired unexercised in 2017.

 

Accounting for Warrants – The Company determined that certain warrants issued in 2011 and 2012 did not meet the conditions for classification in stockholders’ equity and, as such, the Company recorded them as a liability at fair value. The Company revalued them at each reporting period. Accordingly, the Company recorded fair value adjustments quarterly, with total fair value adjustments of $473,000, $(557,000) and $1,641,000 of income (expense) for the years ended December 31, 2017, 2016 and 2015, respectively, which was largely attributed to adjustments to their exercise prices, term shortening and changes in the market value of the Company’s common stock. See Note 15 for the Company’s fair value assumptions. As of December 31, 2017, there were no warrants outstanding for which the Company accounts using fair value methodologies. Accordingly, no fair value adjustments will be made in the future periods related to currently outstanding warrants.

 

Nonvoting Common Stock – In connection with the Company’s PE Central acquisition, the Company issued nonvoting common shares exercisable at the holders’ election. During the year ended December 31, 2017, 3,539,236 shares of nonvoting common stock were exchanged for an equal number of shares of the Company’s common stock upon the holders’ request.