Preferred Stock

12 Months Ended

Dec. 31, 2023

Series D Perpetual Preferred Stock

On March 22, 2021, we completed a private placement of 65,000 shares of newly designated Series D Perpetual Preferred Stock, with a par value of $0.01 per share (the “Series D Preferred Stock”), at a price of $1,000 per share, together with detachable warrants (the “2021 Warrants”) to purchase up to 1.9 million shares of our common stock at an exercise price of $0.01 per share. The Series D Preferred Stock has an initial liquidation preference of $1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect. Series D Preferred Stock shares earn cash dividends at a rate of 10.0% per year, payable quarterly in arrears, accruing whether or not earned or declared. If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases by 12.0% per year. On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5% per year. Cash dividends are required beginning on September 30, 2027.

The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control. For initial recognition, the Series D Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and a bifurcated embedded derivative. The aggregate discount is amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate begins to increase by 2.5% per year. Deemed dividends adjust additional paid-in capital due to the absence of retained earnings.

In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives, certain features of the Series D Preferred Stock were bifurcated and accounted for as derivatives separately. Note 18 discusses the accounting for these features.

As of December 31, 2023, the carrying value of the Series D Preferred Stock shares was $77.8 million, which included $31.1 million of accumulated unpaid and deemed dividends. The following table presents the change in the Series D Preferred Stock carrying value.


	Years Ended December 31,
	2023		2022		2021
Balance at beginning of year	$	64,701	$	53,807	$	—
Proceeds from issuance of shares, net of issuance costs	—		—		61,793
Fair value of 2021 Warrants issued	—		—		(14,839)
Recognition of bifurcated embedded derivative	—		—		(282)
Accrual of in-kind dividends	10,085		8,961		6,222
Amortization	3,013		1,933		913

Balance at end of year	$	77,799	$	64,701	$	53,807

Series B Convertible Preferred Stock

On December 11, 2019, we issued 100,000 shares of contingently redeemable Series B convertible preferred stock (the “Series B Preferred Stock”), together with detachable warrants (the “2019 Warrants”) to purchase up to 1.5 million shares of our common stock at an original exercise price of $12.00 per share. The Series B Preferred Stock had a liquidation preference of $1,000 per share and earned cumulative dividends at a rate of 10.625% per year, and accrued whether or not earned or declared. On March 22, 2021, we used the net cash proceeds of $61.8 million from the issuance of the Series D Preferred Stock, along with part of the proceeds from the Term Loan Facility, to redeem all of the outstanding shares of the Series B Preferred Stock. The following table presents the change in the Series B Preferred Stock carrying value for the year ended December 31, 2021.



Balance as of December 31, 2020	$	105,086
Accrual of in-kind dividends	14,008
Amortization	335
Redemption	(119,429)
Balance as of December 31, 2021	$	—