Preferred Stock

12 Months Ended

Jun. 30, 2022

The Company is authorized to issue 500,000 shares of preferred stock at a par value of $1.00, including 21,000 authorized shares of Series A Preferred Stock.

Series A Convertible Participating Cumulative Perpetual Preferred Stock

The Series A Preferred Stock (a) pays a dividend, when, as and if declared by the Company’s Board of Directors, of 3.5% APR of the stated value per share, payable quarterly in arrears, (b) has an initial stated value of $1,000 per share, adjustable up or down by the amount of undeclared and unpaid dividends or subsequent payment of accumulated dividends thereon, respectively, and (c) has a conversion price of $38.32. Dividends may be paid in cash and are payable in accordance with the terms of the Certificate of Designations filed with the Secretary of State of the State of Delaware. At June 30, 2022, the Company had 14,700 issued and outstanding shares of Series A Preferred Stock. Series A Preferred Stock is a participating security and has rights to earnings that otherwise would have been available to holders of the Common Stock. On an as converted basis, holders of Series A Preferred Stock are entitled to vote together with the holders of the Common Stock and are

entitled to share in the dividends on the Common Stock, when declared. Each share of Series A Preferred Stock is convertible into the number of shares of the Common Stock (rounded down to the nearest whole share and subject to adjustment in accordance with the terms of the Certificate of Designations) equal to the stated value per share of Series A Preferred Stock divided by the conversion price of $38.32. We may, at our election and if certain conditions are met, mandate the conversion of all the Series A Preferred Stock. Series A Preferred Stock is a perpetual stock and is not redeemable at the election of the Company or any holder. Based on its characteristics, the Company classified Series A Preferred Stock as permanent equity.

At June 30, 2022, Series A Preferred Stock consisted of the following:


(In thousands, except share and per share amounts)
Shares Authorized	Shares Issued and Outstanding	Stated Value per Share		Carrying Value		Cumulative Preferred Dividends, Undeclared and Unpaid		Liquidation Preference
21,000	14,700	$	1,180	$	17,346	$	2,646	$	17,346

Effective August 25, 2022, 12,964 shares of Series A Preferred Stock issued were converted into 399,208 shares of the Company’s common stock, par value $1.00 per share, at a conversion price of $38.32, in accordance with the terms of the Company’s Designation of Series A Preferred Stock. The shares of Series A Preferred Stock were originally issued to Boyd Coffee Company (now known as BCC Newco, Inc.) (“BCC”), on October 2, 2017, pursuant to that certain Asset Purchase Agreement, dated as of August 18, 2017, by and among the Company, Boyd Assets Co., a Delaware corporation and wholly owned subsidiary of the Company, BCC and each of the parties set forth on Exhibit A thereto. The shares of Series A Preferred Stock converted represented all of the issued and outstanding shares of Series A Preferred Stock.