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Redeemable Convertible Preferred Stock
3 Months Ended
Mar. 31, 2017
Temporary Equity Disclosure [Abstract]  
Redeemable Convertible Preferred Stock

9. Redeemable Convertible Preferred Stock

In conjunction with the issuance of the Redeemable Convertible Preferred Stock, Series A in May 2012, warrants to purchase 325,000 shares of our common stock (the “Warrants”) were issued for common stock.

The initial value allocated to the Warrants was recognized as a discount on the Series A Convertible Preferred Stock, with a corresponding charge to additional paid-in capital. The discount related to the Warrants is accreted to retained earnings through the scheduled redemption date of the redeemable Series A Convertible Preferred Stock. Discount accretion for the three months ended March 31, 2017 and 2016 totaled $0.01 million, each period.

The Series A Convertible Preferred Stock accrues cumulative dividends at a rate of 6% per annum payable quarterly in cash or with our Common Stock, at the option of the Company, based on the then current liquidation market price value of the Series A Convertible Preferred Common Stock which is currently $5.00 per share. Quarterly dividends not paid in cash or Common Stock accumulate without interest and must be fully paid before any dividend or other distribution can be paid on or declared and set apart for the Common Stock or conversion of the Series A Convertible Preferred Stock to Common Stock. At March 31, 2017 and December 31, 2016, the company had accrued but unpaid dividends totaling $0.00 million and $0.23 million, respectively, which is included in the accounts payable and other accrued expenses in the condensed consolidated balance sheet.

On or before after April 30, 2017, the holders of a majority of the outstanding shares of the Series A Convertible Preferred Stock may require the Company to redeem the Series A Convertible Preferred Stock at a redemption price equal to the lessor of (i) the liquidation preference per share (initially $5.00 per share, subject to adjustments for certain future equity transactions defined in the Securities Purchase Agreement) and (ii) the fair market value of the Series A Convertible Preferred Stock per share, as determined in good faith by the Company’s Board of Directors. As of March 31, 2017 and December 31, 2016, the redemption price per share was $5.00 in both years. The redemption price, plus any accrued and unpaid dividends, shall be payable in 36 equal monthly installments plus interest at an annual rate of 6%.

However, in connection with the issuance of the Company’s senior secured Term Note, described in Note 65, the Company has agreed with the Purchaser of the Term note Note and the holder of the Preferred Stock (the “Holder”) not to declare, authorize or pay any cash dividends on the Preferred Stock until the earlier of (i) March 22, 2018, or (ii) the date the obligations under the Note Purchase Agreement have been paid in full (the “Standstill Period”), without the prior written consent of the Purchaser. Following the expiration of the Standstill Period, for so long as the obligations under the Note Purchase Agreement remain outstanding, the Company may, at its sole discretion, declare, authorize or pay dividends in cash on the Preferred Stock so long as no event of default exists under the Term Note or would result therefrom. The Holder also agreed that it shall not exercise its rights to require the Company to redeem any of the Preferred Stock during the Standstill Period. Following the expiration of the Standstill Period, so long as the obligations under the Note Purchase Agreement remain outstanding, the Holder may compel the Company to redeem shares of Preferred Stock provided no event of default exists under the Term Note or would result from such redemption. In consideration for the Holder’s  to consent to the foregoing restrictions on the payment of cash dividends on or redemption of the Preferred Stock Standstill Period, the Company has agreed to negotiate with the Holder an adjustment to certain the conversion rights price of the Common Stock issued upon conversion of the Preferred Stock and exercise price of the Warrants to reflect their respective market value along with any such amendments to the Articles and Warrants as necessary to effect the foregoing such adjustments agreed upon.

During March 2017, the Company issued 149,422 shares of common stock as payment on accrued preferred dividends in the amount of $300,000 in accordance with the terms of the preferred stock agreement.