REDEEMABLE SERIES A PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 2018

Temporary Equity Disclosure [Abstract]

Allocation Of Private Placement Proceeds

The allocation of the net proceeds as of the Closing Date, along with changes in the net carrying value of the Series A Preferred Stock through December 31, 2018 are set forth below (dollars in thousands):



	Series A Preferred Stock					Common				Convertible
	Shares	Amount				Stock				Notes		Total
Fair value on Closing Date:
Series A Preferred Stock	140,000	$	126,763		⁽¹⁾	$	—			$	—	$	126,763
Common Stock	—	—				20,131			⁽²⁾	—		20,131
Convertible Notes	—	—				—				—		—
Total	140,000	$	126,763			$	20,131			$	—	$	146,894

Pro rata allocation of fair value on Closing Date:
Aggregate cash proceeds on Closing Date	140,000	$	114,773		⁽³⁾	$	18,227		⁽³⁾	$	—	$	133,000
Incremental and direct costs	—	(3,994		)	⁽⁴⁾	(634		)	⁽⁴⁾	—		(4,628		)
Net carrying value on Closing Date	140,000	110,779				$	17,593			$	—	$	128,372
Accretion of discount through December 31, 2018	—	2,373			⁽⁵⁾
Issuance of shares to settle PIK Dividends	846	846			⁽⁶⁾
Net carrying value as of December 31, 2018	140,846	$	113,998

_________________


⁽¹⁾	The liquidation preference for each share of Series A Preferred Stock on the Closing


(2)	Date was $1,000 per share for an aggregate liquidation preference of $140.0 million. The fair value of the Series A Preferred Stock was approximately$126.8 million on the Closing Date which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed.


⁽³⁾	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.


⁽⁴⁾	The aggregate cash proceeds of $133.0 million on the Closing Date were allocated pro rata based on the fair value of all consideration issued of $146.9 million.

⁽⁵⁾

Incremental and direct costs of the Private Placement were allocated pro rata based on the fair value of all consideration issued of $146.9 million. Such costs include financial advisory 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 directly by the Company.

⁽⁵⁾

The difference between the initial liquidation preference of $140.0 million and the initial carrying value shown above of $110.8 million on the Closing Date represents a discount of $29.2 million that is being accreted at a rate of 4.8% per annum using the effective interest method. As shown in Note 12, accretion is treated as a deduction in the calculation of earnings applicable to common stockholders. Accretion was $2.4 million for the period from July 19, 2018 through December 31, 2018, which resulted in an increase in the carrying value of the Series A Preferred Stock and a corresponding reduction in additional paid-in capital. As a result of these periodic accretion adjustments, the carrying value of $110.8 million related to the original issuance of 140,000 shares of Series A Preferred Stock will continue to increase until it is equal to the $140.0 million liquidation preference applicable to such shares on July 19, 2023 when the holders may first elect to redeem their shares for cash.


⁽⁶⁾	A total of 846 shares of Series A Preferred Stock were issued on October 1, 2018 to settle accrued PIK Dividends for the third quarter of 2018. These shares had an initial liquidation preference of $1,000 per share for a total of $0.8 million.

Summary of Dividends Declared

Presented below is a summary of total and per share dividends declared through December 31, 2018 (dollars in thousands, except per share amounts):



	Dividends Payable in:						Total Dividends			Dividends
	Cash			PIK			Total Dividends			Per Share
Cash Dividends at 10.0% per annum:
Third quarter of 2018	$	2,839		$	—		$	2,839		$	20.28
Fourth quarter of 2018	3,521			—			3,521			25.00
PIK Dividends at 3.0% per annum:
Third quarter of 2018	—			846			846			6.04
Fourth quarter of 2018	—			1,056			1,056			7.50
Fractional shares payable in cash	6			—			6			0.04
Total dividends accrued in 2018	6,366			1,902			8,268			58.86
Less dividends paid in 2018	(2,845		)	(846		)	(3,691		)	(26.36		)
Liability for unpaid dividends, December 31, 2018	$	3,521		$	1,056		$	4,577		$	32.50