Quarterly report pursuant to Section 13 or 15(d)

Equity and Mezzanine Equity

v3.22.2.2
Equity and Mezzanine Equity
9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Equity and Mezzanine Equity Equity and Mezzanine Equity
Series A Preferred Stock
    
At September 30, 2022 and December 31, 2021, the Company had 562 shares without par value of Series A Preferred Stock (“Series A Preferred”) issued and outstanding and a $1,000 liquidation preference per share, or $562 thousand in aggregate.

Series B Preferred Stock

At September 30, 2022 and December 31, 2021, the Company had 2,301,337 and 1,872,448 shares, issued and outstanding, respectively, and 5,000,000 authorized shares of Series B Convertible Preferred Stock, without par value (“Series B Preferred”) with a $25.00 liquidation preference per share, or $57.53 million and $46.81 million in aggregate, respectively.

Series D Preferred Stock - Redeemable Preferred Stock

At September 30, 2022 and December 31, 2021, the Company had 3,152,392 issued and outstanding, and 6,000,000 authorized shares of Series D Cumulative Convertible Preferred Stock, without par value ("Series D Preferred") with a $25.00 liquidation preference per share, and a liquidation value of $111.33 million and $104.97 million in aggregate, respectively.

The changes in the carrying value of the Series D Preferred for the nine months ended September 30, 2022 and 2021 are as follows (in thousands, unaudited):
Series D Preferred
Balance December 31, 2021 $ 92,548 
   Accretion of Preferred Stock discount 125 
   Undeclared dividends 2,118 
Balance March 31, 2022 94,791 
   Accretion of Preferred Stock discount 124 
   Undeclared dividends 2,118 
Balance June 30, 2022 97,033 
   Accretion of Preferred Stock discount 125 
   Undeclared dividends 2,118 
Balance September 30, 2022 $ 99,276 
Series D Preferred
Balance December 31, 2020 $ 95,563 
   Accretion of Preferred Stock discount 140 
   Undeclared dividends 2,111 
   Redemption of Preferred Stock (10,493)
Balance March 31, 2021 87,321 
   Accretion of Preferred Stock discount 125 
   Undeclared dividends 2,042 
   Redemption of Preferred Stock (2,882)
Balance June 30, 2021 86,606 
  Accretion of Preferred Stock discount 124 
  Undeclared dividends 2,042 
Balance September 30, 2021 $ 88,772 

Earnings per share

Basic earnings per share for the Company’s common stockholders is calculated by dividing income (loss) from continuing operations, excluding amounts attributable to preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average shares of Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) attributable to common stockholders, excluding amounts attributable to preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the weighted-average number of common shares including any dilutive shares.

The following table summarizes the potential dilution of conversion of common units, Series B Preferred, Series D Preferred, warrants and Convertible Notes into the Company's Common Stock. These have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.
September 30, 2022
Outstanding shares Potential Dilutive Shares
Common units 144,942  144,942 
Series B Preferred Stock 2,301,337  1,438,336 
Series D Preferred Stock 3,152,392  6,564,015 
Warrants to purchase Common Stock —  1,558,134 
Convertible Notes —  33,237,579 
Dividends

The following table summarizes the Series D Preferred dividends (unaudited, in thousands except for per share amounts):
Series D Preferred
Record Date/Arrears Date Arrears Per Share
For the three months ended September 30, 2022
$ 2,118  $ 0.67 
For the nine months ended September 30, 2022
$ 6,354  $ 2.01 
For the three months ended September 30, 2021 $ 2,042  $ 0.67 
For the nine months ended September 30, 2021 $ 6,195  $ 2.01 

The total cumulative dividends in arrears for Series D Preferred (per share $10.31) as of September 30, 2022 is $32.52 million. There were no dividends declared to holders of Common Stock, Series A Preferred, Series B Preferred or Series D Preferred during the three and nine months ended September 30, 2022 and 2021.