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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2012
Stockholders' Equity [Abstract] |
Stockholders' Equity | (8) Stockholders' Equity Stock Issuances In September 2007, the Company completed the sale of 3,833,108 shares of its common stock and the issuance of warrants to purchase 1,916,554 common shares (the "2007 Warrants") in a private placement to institutional and accredited investors. The Company received net proceeds of $13.3 million in this transaction. The Company allocated $4.3 million of those proceeds to the 2007 Warrants (see below). In accordance with the provisions of the 2007 Warrant agreement, both the exercise price and number of warrants were adjusted following the Company's May 31, 2012 sale of common stock and warrants and became exercisable at $1.49 per share with 3,392,592 warrants outstanding. The 2007 Warrants expired on September 21, 2012. Approximately 3.0 million warrants were exercised during the quarter ended September 30, 2012. The remaining liability after the warrant exercises was credited to pre-tax derivative instrument income. In June 2009, the Company completed the sale of 869,565 shares of its common stock and the issuance of warrants to purchase 1,043,478 common shares (the "2009 Warrants") pursuant to a subscription agreement with a single investor. The Company received proceeds of $3.0 million, with net cash proceeds after related expenses from this transaction of approximately $2.7 million. Of those proceeds, the Company allocated an estimated fair value of $2.2 million to the 2009 Warrants (see below). As required by the 2009 Warrant agreement, the exercise price of the warrants was adjusted following the Company's May 31, 2012 sale of common stock and warrants. At December 31, 2012, the 2009 Warrants were exercisable at $1.20 per share with 1,043,478 warrants outstanding. The 2009 Warrants have a five-year term. The shares and warrants were issued pursuant to an effective registration statement on Form S-3. In August 2010, the Company completed the sale of 5,185,000 shares of its common stock pursuant to an underwriting agreement, raising approximately $33.5 million after expenses. The shares were issued pursuant to an effective registration statement on Form S-3 (333-165677). In July 2011, the Company completed the sale of 5,000,000 shares of its common stock pursuant to an underwriting agreement, raising approximately $23.5 million after expenses. The shares were issued pursuant to an effective registration statement on Form S-3 (333-165677). In December 2011, the Company entered into a sales agreement (the "Sales Agreement") with Cowen and Company, LLC to sell shares of the Company's common stock, par value $.01 per share, having aggregate sales proceeds of $39.8 million, from time to time, through an "at the market" equity offering program under which Cowen and Company, LLC will act as sales agent. As of December 31, 2012, the Company had sold approximately 8.1 million shares of its common stock through the program for net proceeds after related expenses of approximately $17.6 million. The shares were issued pursuant to an effective registration statement on Form S-3 (333-165677). The net proceeds will be used for general corporate purposes, including, but not limited to, commercialization of our products, obtaining regulatory approvals, funding of our clinical trials, capital expenditures and working capital. As of December 31, 2012, there was approximately $21.5 million available under this program. In May 2012, the Company completed the sale of 15,333,340 shares of its common stock and the issuance of warrants to purchase 4,600,002 common shares (the "2012 Warrants") pursuant to an underwriting agreement. The Company received proceeds of $21.5 million, with net cash proceeds after related expenses from this transaction of approximately $21.1 million. Of those proceeds, the Company allocated an estimated fair value of $3.4 million to the 2012 Warrants. At December 31, 2012, the 2012 Warrants were exercisable at $1.20 per share with 4,599,102 warrants outstanding. The 2012 Warrants have a three-year term. The shares and warrants were issued pursuant to an effective registration statement on Form S-3 (333-178819). In December 2012, the Company entered into a Common Stock Purchase Agreement (Purchase Agreement) with Terrapin Opportunity, L.P. (Terrapin). The Purchase Agreement provides that Terrapin is committed to purchase up to $35,000,000 of our common stock over the 24-month term of the Purchase Agreement.. As of December 31, 2012, the Company has sold approximately 1.7 million shares of its common stock through the program for net proceeds after related expenses of approximately $1.9 million. The shares were issued pursuant to an effective registration statement on Form S-3 (333-183675). The net proceeds will be used for general corporate purposes, including, but not limited to, commercialization of our products, obtaining regulatory approvals, funding of our clinical trials, capital expenditures and working capital. As of December 31, 2012, there was approximately $32.9 million available under this program. Stock Option Plans The Company established the 2004 Stock Incentive Plan and the 2009 Stock Incentive Plan (collectively, the "Plans") under which 3,000,000, and 6,500,000 shares, respectively, were reserved for the issuance of stock options, stock appreciation rights, restricted stock, stock grants and other equity awards. In May 2012, the total number of shares of Delcath common stock reserved for issuance under the 2009 Stock Incentive Plan was increased by 2,300,000 shares, from 4,200,000 to 6,500,000 upon a favorable vote by the Company's stockholders. A stock option grant allows the holder of the option to purchase a share of the Company's common stock in the future at a stated price. The Plans are administered by the Compensation and Stock Option Committee of the board of directors which determines the individuals to whom awards shall be granted as well as the type, terms and conditions of each award, the option price and the duration of each award. Options granted under the Plans vest as determined by the Company's Compensation and Stock Option Committee and expire over varying terms, but not more than ten years from the date of grant. Stock option activity for 2012, 2011, and 2010 is as follows:
|  | Number of Options |  |  | Exercise Price per Share |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
Outstanding at December 31, 2009 |  |  | 3,345,000 |  |  | $ | 1.23–6.18 |  |  | $ | 3.72 |  |  |  | 6.58 |
Granted |  |  | 700,650 |  |  |  | 5.28-15.54 |  |  |  | 9.81 |  |  |  |  |
Expired |  |  | (120,000 | ) |  |  | 2.78-3.59 |  |  |  | 3.25 |  |  |  |  |
Forfeited |  |  | (25,000 | ) |  |  | 4.12-6.18 |  |  |  | 4.81 |  |  |  |  |
Exercised |  |  | (140,000 | ) |  |  | 1.43-6.18 |  |  |  | 3.52 |  |  |  |  |
Outstanding at December 31, 2010 |  |  | 3,760,650 |  |  | $ | 1.23-15.54 |  |  | $ | 4.88 |  |  |  | 6.65 |
Granted |  |  | 671,326 |  |  |  | 2.00-9.18 |  |  |  | 5.72 |  |  |  |  |
Expired |  |  | (120,000 | ) |  |  | 3.28 |  |  |  | 3.28 |  |  |  |  |
Forfeited |  |  | (136,900 | ) |  |  | 1.40-9.93 |  |  |  | 4.65 |  |  |  |  |
Exercised |  |  | (45,327 | ) |  |  | 2.44-3.28 |  |  |  | 3.18 |  |  |  |  |
Outstanding at December 31, 2011 |  |  | 4,129,749 |  |  | $ | 1.23-15.54 |  |  | $ | 5.09 |  |  |  | 6.38 |
Granted |  |  | 1,207,452 |  |  |  | 1.43-4.60 |  |  |  | 3.80 |  |  |  |  |
Expired |  |  | (420,000 | ) |  |  | 1.88-5.85 |  |  |  | 4.81 |  |  |  |  |
Forfeited |  |  | (128,314 | ) |  |  | 2.26-9.18 |  |  |  | 5.05 |  |  |  |  |
Exercised |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2012 |  |  | 4,788,887 |  |  | $ | 1.23-15.54 |  |  | $ | 4.79 |  |  |  | 6.88 |
Exercisable at December 31, 2012 |  |  | 3,105,535 |  |  | $ | 1.23-15.54 |  |  | $ | $4.85 |  |  |  | 5.80 |
The estimated fair value of each option award granted was determined on the date of grant using an option pricing model with the following assumptions for option grants during the years ended December 31, 2012, 2011 and 2010:
|  | Year Ended December 31, |
|  | 2012 |  |  | 2011 |  |  | 2010 |
Weighted average risk-free interest rate |  |  | 1.11 | % |  |  | 2.07 | % |  |  | 2.54 | %
Weighted average expected volatility |  |  | 79.89 | % |  |  | 74.64 | % |  |  | 73.80 | %
Expected volatility |  |  | 77.37-84.81 | % |  |  | 73.88% - 79.11 | % |  |  | 72.16% - 75.40 | %
Dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
Weighted average expected option term (in years) |  |  | 6.17 |  |  |  | 6.00 |  |  |  | 5.87 |
Weighted average grant date fair value |  | $ | 2.59 |  |  | $ | 3.79 |  |  | $ | 6.30 |
No dividend yield was assumed because the Company has never paid a cash dividend on its common stock and does not expect to pay dividends in the foreseeable future. Volatilities were developed using the Company's historical volatility. The risk-free interest rate was developed using the U.S. Treasury yield for periods equal to the expected life of the stock options on the grant date. The expected option term for grants made during the second of half of 2012 is based on actual historical results. The expected option term for grants made prior to that was developed based on the mid-point between the vesting date and the expiration date of each respective grant as permitted under ASC 718. This method of determining the expected holding period was utilized because the Company did not have sufficient historical experience from which to estimate the period. A summary of the Company's non-vested options to purchase shares as of December 31, 2012 and changes during the twelve months ended December 31, 2012 and December 31, 2011 are presented below:
|  | Non-Vested Options |
|  | Number of Options |  |  | Weighted Average Exercise Price |
Non-vested at December 31, 2010 |  |  | 1,362,316 |  |  | $ | 6.39 |
Granted |  |  | 670,826 |  |  |  | 5.72 |
Vested |  |  | (812,874 | ) |  |  | 5.60 |
Forfeited |  |  | (61,900 | ) |  |  | 8.58 |
Non-vested at December 31, 2011 |  |  | 1,158,368 |  |  | $ | 6.44 |
Granted |  |  | 1,207,452 |  |  |  | 3.80 |
Vested |  |  | (570,518 | ) |  |  | 6.38 |
Forfeited |  |  | (111,950 | ) |  |  | 4.79 |
Non-vested at December 31, 2012 |  |  | 1,683,352 |  |  | $ | 4.68 |
Compensation expense recognized relating to stock options granted to employees (in millions): |
| 2012 |  | 2011 |  | 2010 |
Selling, general and administrative |  | $ | 1.7 |  |  | $ | 2.2 |  |  | $ | 2.5 |
Research and development |  |  | 1.1 |  |  |  | 1.4 |  |  |  | 1.1 |
Total |  | $ | 2.8 |  |  | $ | 3.6 |  |  | $ | 3.6 |
Additional compensation expense of $2.0 million, relating to the unvested portion of stock options granted, is expected to be recognized over a remaining average period of 1.4 years. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2012 is $0. The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing stock price of $1.23 as of December 31, 2012, which would have been received by the option holders had those option holders exercised their options as of that date. A summary of the Company's restricted stock activity as of December 31, 2012 and changes during the twelve months ended December 31, 2012 and December 31, 2011 are presented below:
|  | Restricted Stock Activity |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Non-vested at December 31, 2010 |  |  | 67,590 |  |  | $ | 6.71 |
Granted |  |  | 188,277 |  |  |  | 5.67 |
Vested |  |  | (47,270 | ) |  |  | 5.62 |
Forfeited |  |  | (15,065 | ) |  |  | 8.35 |
Non-vested at December 31, 2011 |  |  | 193,532 |  |  | $ | 5.84 |
Granted |  |  | 429,720 |  |  |  | 2.83 |
Vested |  |  | (100,751 | ) |  |  | 6.18 |
Forfeited |  |  | (21,033 | ) |  |  | 4.39 |
Non-vested at December 31, 2012 |  |  | 501,468 |  |  | $ | 3.26 |
Compensation expense recognized relating to restricted stock granted to employees (in millions): |
| 2012 |  | 2011 |  | 2010 |
Selling, general and administrative |  | $ | 0.7 |  |  | $ | 0.5 |  |  | $ | 0.8 |
Research and development |  |  | 0.3 |  |  |  | 0.1 |  |  |  | 0.8 |
Total |  | $ | 1.0 |  |  | $ | 0.6 |  |  | $ | 1.6 |
Additional compensation expense of $0.7 million relating to the unvested portion of restricted stock granted, is expected to be recognized over a remaining average period of 1.2 years. Warrants The Company allocated part of the proceeds of a private placement in 2007 and public offerings in 2009 and 2012 of the Company's common stock to warrants issued in connection with those transactions. The Company determined that these warrants should be classified as liabilities rather than equity as the terms of the warrants provide for potential adjustment in the exercise price and are therefore considered to be derivative instrument liabilities that are subject to mark-to-market adjustment each period. As of December 31, 2012, the 2009 and 2012 Warrants are classified as derivative instrument liabilities. The 2007 Warrants were exercised or expired in September 2012 and are no longer part of the warrant liability on the balance sheet. The valuation of the warrants is determined using an option pricing model. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, risk free interest rate and expected life of the instrument. The Company has determined that the warrant derivative liability should be classified within Level 3 of the fair-value hierarchy by evaluating each input for the model against the fair-value hierarchy criteria and using the lowest level of input as the basis for the fair-value classification as called for in ASC 820-10-35. There are six inputs: the closing price of the Company's common stock on the day of evaluation; the exercise price of the warrants; the remaining term of the warrants; the volatility of Delcath's stock over that term; annual rate of dividends; and the riskless rate of return. Of those inputs, the exercise price of the warrants and the remaining term are readily observable in the warrant agreements. The annual rate of dividends is based on our historical practice of not granting dividends. The closing price of the Company's common stock would fall under Level 1 of the fair-value hierarchy as it is a quoted price in an active market (ASC 820-10-35-40). The riskless rate of return is a Level 2 input as defined in ASC 820-10-35-48, while the historical volatility is a Level 3 input as defined in ASC 820-10-55-22. Since the lowest level input is a Level 3, the Company determined the warrant derivative liability is most appropriately classified within Level 3 of the fair value hierarchy. For the year ended December 31, 2012, the Company recorded pre-tax derivative instrument income of $2.2 million. The resulting derivative instrument liabilities totaled $3.4 million at December 31, 2012. Management expects that the warrants will either be exercised or expire worthless. The fair value of the Warrants at December 31, 2012 was determined by using an option pricing model assuming the following:
|  | 2012 Warrants |  | 2009 Warrants
Expected volatility |  |  | 86.08 | % |  |  | 87.14 | %
Risk-free interest rates |  |  | 0.30 | % |  |  | 0.20 | %
Expected life (in years) |  |  | 2.4 |  |  |  | 1.4 |
A summary of warrant activity is as follows:
|  | Warrants |  |  | Exercise Price per Share |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life (Years) |
Outstanding at December 31, 2009 |  |  | 3,746,184 |  |  | $ | 3.44–3.91 |  |  | $ | 3.52 |  |  |  | 3.08 |
Issued |  |  | – |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  | (1,159,000 | ) |  |  | 3.44–3.91 |  |  |  | 3.52 |  |  |  |  |
Expired |  |  | (74,250 | ) |  |  | 3.91 |  |  |  | 3.91 |  |  |  |  |
Outstanding at December 31, 2010 |  |  | 2,512,934 |  |  | $ | 3.44-3.60 |  |  | $ | 3.51 |  |  |  | 2.45 |
Issued |  |  | – |  |  |  |  |  |  |  |  |  |  |  |  |
Exercised |  |  | – |  |  |  |  |  |  |  |  |  |  |  |  |
Expired |  |  | – |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2011 |  |  | 2,512,934 |  |  | $ | 3.44-3.60 |  |  | $ | 3.51 |  |  |  | 1.45 |
Issued |  |  | 6,523,120 |  |  |  | 1.49-3.03 |  |  |  | 1.65 |  |  |  |  |
Exercised |  |  | (2,975,457 | ) |  |  | 1.49-1.65 |  |  |  | 1.49 |  |  |  |  |
Expired |  |  | (418,017 | ) |  |  | 1.49 |  |  |  | 1.49 |  |  |  |  |
Outstanding at December 31, 2012 |  |  | 5,642,580 |  |  | $ | 1.20 |  |  | $ | 1.20 |  |  |  | 2.24 |

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- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section B -Paragraph 7, 11A -Chapter 1 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 5 -Paragraph 15 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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