Stockholder's Equity | Stockholders' Equity Trust Common Shares The Trust is authorized to issue 500,000,000 Trust common shares and the LLC is authorized to issue a corresponding number of LLC interests. The Company will, at all times, have the identical number of LLC interests outstanding as Trust shares. Each Trust share represents an undivided beneficial interest in the Trust, and each Trust share is entitled to one vote per share on any matter with respect to which members of the LLC are entitled to vote. Share Repurchase Program In January 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase, through December 31, 2023, up to $50 million of its outstanding common shares. The Company repurchased 482,400 shares for approximately $9.2 million during the year ended December 31, 2023. The share repurchase program expired on December 31, 2023. Private Placement On December 15, 2023, the Company completed the sale of 3,550,000 common shares in a private placement to Allspring Special Small Cap Value Fund for consideration per share equal to $21.18 per share, or an aggregate sale price of approximately $75.2 million. In connection with the issuance of the shares, we paid a commission equal to 1% of the aggregate sales price, or approximately $0.8 million. The sale of the common shares was made pursuant to a subscription agreement pursuant to which the buyer agreed not to dispose of the common shares for a period of six months following the date of the private placement. At-The-Market Equity Offering Program On September 7, 2021, the Company filed a prospectus supplement pursuant to which the Company may, but has no obligation to, issue and sell up to $500 million common shares of the Trust in amounts and at times to be determined by the Company. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions, the trading price of Trust common shares and determinations by us regarding appropriate sources of funding. In connection with this offering, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. and Goldman Sachs & Co. LLC (each a “Sales Agent” and, collectively, the “Sales Agents”). The Sales Agreement provides that the Company may offer and sell Trust common shares from time to time through the Sales Agents up to $500 million, in amounts and at times to be determined by the Company. Pursuant to the Sales Agreement, the shares may be offered and sold through each Sales Agent, acting separately, in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act or through a combination of any such methods of sale. During the year ended December 31, 2023, there were no sales of Trust common shares under the Sales Agreement as the at-the-market program is not active when the share repurchase program is active. During the year ended December 31, 2022, the Company sold 3,464,844 Trust common shares under the Sales Agreement. For the same period, the Company received total net proceeds of approximately $84.0 million from these sales, and incurred approximately $1.5 million in commissions payable to the Sales Agents. The Company incurred $0.2 million total expenses related to the ATM program during both the years ended December 31, 2023 and 2022, respectively. Trust Preferred Shares The Trust is authorized to issue up to 50,000,000 Trust preferred shares and the Company is authorized to issue a corresponding number of Trust Interests. Series C Preferred Shares On November 20, 2019, the Trust issued 4,000,000 7.875% Series C Preferred Shares (the "Series C Preferred Shares") with a liquidation preference of $25.00 per share, and on December 2, 2019, the Trust issued 600,000 of the Series C Preferred Shares which were sold pursuant to an option to purchase additional shares by the underwriters. Total proceeds from the issuance of the Series C Preferred Shares were $115.0 million, or $111.0 million net of underwriters' discount and issuance costs. Distributions on the Series C Preferred Shares will be payable quarterly in arrears, when and as declared by the Company's board of directors on January 30, April 30, July 30, and October 30 of each year, beginning on January 30, 2020, at a rate per annum of 7.875%. Distributions on the Series C Preferred Shares are cumulative and at December 31, 2023, $1.5 million of Series C distributions are accumulated and unpaid. Unless full cumulative distributions on the Series C Preferred Shares have been or contemporaneously are declared and set apart for payment of the Series C Preferred Shares for all past distribution periods, no distribution may be declared or paid for payment on the Trust common shares. The Series C Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the Series C Preferred Shares. The Series C Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after January 30, 2025, at a price of $25.00 per share, plus any accumulated and unpaid distributions (thereon whether authorized or declared) to, but excluding, the redemption date. Holders of Series C Preferred Shares will have no right to require the redemption of the Series C Preferred Shares and there is no maturity date. If a certain tax redemption event occurs prior to January 30, 2025, the Series C Preferred Shares may be redeemed at the Company's option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such tax redemption event, at a price of $25.25 per share, plus accumulated and unpaid distributions to, but excluding, the redemption date. If a certain fundamental change related to the Series C Preferred Shares or the Company occurs (whether before, on or after January 30, 2025), the Company will be required to repurchase the Series C Preferred Shares at a price of $25.25 per share, plus accumulated and unpaid distributions to, but excluding, the date of purchase. If (i) a fundamental change occurs and (ii) the Company does not give notice prior to the 31st day following the fundamental change to repurchase all the outstanding Series C Preferred Shares, the distribution rate per annum on the Series C Preferred Shares will increase by 5.00%, beginning on the 31st day following such fundamental change. Notwithstanding any requirement that the Company repurchase all of the outstanding Series C Preferred Shares, the increase in the distribution rate is the sole remedy to holders in the event the Company fails to do so, and following any such increase, the Company will be under no obligation to repurchase any Series C Preferred Shares. Series B Preferred Shares On March 13, 2018, the Trust issued 4,000,000 7.875% Series B Preferred Shares (the "Series B Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million, or $96.5 million net of underwriters' discount and issuance costs. Distributions on the Series B Preferred Shares are payable quarterly in arrears, when and as declared by the Company's board of directors on January 30, April 30, July 30, and October 30 of each year, beginning on July 30, 2018, at a rate per annum of 7.875%. Holders of the Series B Preferred Shares are entitled to receive cumulative cash distributions (i) from and including the date of issuance to, but excluding, April 30, 2028 at a rate equal to 7.875% per annum and (ii) from and including April 30, 2028, at a floating rate equal to the then applicable three-month LIBOR (or a successor rate) plus a spread of 4.985% per annum. Subsequent to April 30, 2028, the distribution rate will be reset quarterly. At December 31, 2023, $1.3 million of Series B distributions are accumulated and unpaid. Unless full cumulative distributions on the Series B Preferred Shares have been or contemporaneously are declared and set apart for payment of the Series B Preferred Shares for all past distribution periods, no distribution may be declared or paid for payment on the Trust common shares. The Series B Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the Series B Preferred Shares. The Series B Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after April 30, 2028, at a price of $25.00 per share, plus any accumulated and unpaid distributions (thereon whether authorized or declared) to, but excluding, the redemption date. Holders of Series B Preferred Shares will have no right to require the redemption of the Series B Preferred Shares and there is no maturity date. If a certain tax redemption event occurs prior to April 30, 2028, the Series B Preferred Shares may be redeemed at the Company's option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such tax redemption event, at a price of $25.25 per share, plus accumulated and unpaid distributions to, but excluding, the redemption date. If a certain fundamental change related to the Series B Preferred Shares or the Company occurs (whether before, on or after April 30, 2028), the Company will be required to repurchase the Series B Preferred Shares at a price of $25.25 per share, plus accumulated and unpaid distributions to, but excluding, the date of purchase. If (i) a fundamental change occurs and (ii) the Company does not give notice prior to the 31st day following the fundamental change to repurchase all the outstanding Series B Preferred Shares, the distribution rate per annum on the Series B Preferred Shares will increase by 5.00%, beginning on the 31st day following such fundamental change. Notwithstanding any requirement that the Company repurchase all of the outstanding Series B Preferred Shares, the increase in the distribution rate is the sole remedy to holders in the event the Company fails to do so, and following any such increase, the Company will be under no obligation to repurchase any Series B Preferred Shares. Series A Preferred Shares On June 28, 2017, the Trust issued 4,000,000 7.250% Series A Preferred Shares (the "Series A Preferred Shares") with a liquidation preference of $25.00 per share, for gross proceeds of $100.0 million, or $96.4 million net of underwriters' discount and issuance costs. When, and if declared by the Company's board of directors, distribution on the Series A Preferred Shares will be payable quarterly on January 30, April 30, July 30, and October 30 of each year, beginning on October 30, 2017, at a rate per annum of 7.250%. Distributions on the Series A Preferred Shares are discretionary and non-cumulative. The Company has no obligation to pay distributions for a quarterly distribution period if the board of directors does not declare the distribution before the scheduled record of date for the period, whether or not distributions are paid for any subsequent distribution periods with respect to the Series A Preferred Shares, or the Trust common shares. If the Company's board of directors does not declare a distribution for the Series A Preferred Shares for a quarterly distribution period, during the remainder of that quarterly distribution period the Company cannot declare or pay distributions on the Trust common shares. The Series A Preferred Shares are not convertible into Trust common shares and have no voting rights, except in limited circumstances as provided for in the share designation for the Series A Preferred Shares. The Series A Preferred Shares may be redeemed at the Company's option, in whole or in part, at any time after July 30, 2022, at a price of $25.00 per share, plus declared and unpaid distribution to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of Series A Preferred Shares will have no right to require the redemption of the Series A Preferred Shares and there is no maturity date. If a certain tax redemption event occurs prior to July 30, 2022, the Series A Preferred Shares may be redeemed at the Company's option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such tax redemption event, at a price of $25.25 per share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If a certain fundamental change related to the Series A Preferred Shares or the Company occurs (whether before, on or after July 30, 2022), the Company will be required to repurchase the Series A Preferred Shares at a price of $25.25 per share, plus declared and unpaid distributions to, but excluding, the date of purchase, without payment of any undeclared distributions. If (i) a fundamental change occurs and (ii) the Company does not give notice prior to the 31st day following the fundamental change to repurchase all the outstanding Series A Preferred Shares, the distribution rate per annum on the Series A Preferred Shares will increase by 5.00%, beginning on the 31st day following such fundamental change. Notwithstanding any requirement that the Company repurchase all of the outstanding Series A Preferred Shares, the increase in the distribution rate is the sole remedy to holders in the event the Company fails to do so, and following any such increase, the Company will be under no obligation to repurchase any Series A Preferred Shares. Allocation Interests The Allocation Interests represent the original equity interest in the Company. The holders of the Allocation Interests (“Holders”), through Sostratus LLC, are entitled to receive distributions pursuant to a profit allocation formula upon the occurrence of certain events. The distributions of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses (“Sale Event”) or, at the option of the Holders, at each five year anniversary date of the acquisition of one of the Company’s businesses (“Holding Event”). The Company records distributions of the profit allocation to the Holders upon occurrence of a Sale Event or Holding Event as dividends declared on Allocation Interests to stockholders’ equity when they are approved by the Company’s board of directors. The following is a summary of the profit allocation payments made to the Holders of the Allocation Interest during the years ended December 31, 2023 and 2021. There were no profit allocation payments during the year ended December 31, 2022. Year ended December 31, 2023 • The sale of Advanced Circuits in February 2023 represented a Sale Event and the Company's board of director's approved a distribution of $24.4 million paid to the Holders of the Allocation Interests in the second quarter of 2023 (refer to Note D - "Discontinued Operations" ). • The Company's board of directors approved a distribution of $2.1 million paid to the Holders of the Allocation Interests related to various sale proceeds received related to previous Sale Events. These distributions were in the second quarter of 2023. Year ended December 31, 2021 • The fifteen-year anniversary of the acquisition of ACI occurred in May 2021 which represented a Holding Event. The Company declared and paid a distribution to the Holders of the Allocation Interests of $12.1 million in the third quarter of 2021. • During the fourth quarter of 2021, the Company declared and paid a distribution to the paid to the Holders of the Allocation Interests of $16.8 million related to the sale of Liberty (refer to Note D - "Discontinued Operations" ). Reconciliation of net income (loss) available to common shares of Holdings The following table reconciles net income from continuing operations attributable to Holdings to net income (loss) from continuing operations attributable to the common shares of Holdings: Year ended December 31, ( in thousands ) 2023 2022 2021 Net income from continuing operations attributable to Holdings $ (54,681) $ (6,709) $ 4,458 Less: Distributions paid - Allocation Interests 26,475 — 34,058 Less: Distributions paid - Preferred Shares 24,181 24,181 24,181 Less: Accrued distributions - Preferred Shares 2,869 2,869 2,869 Net loss from continuing operations attributable to common shares of Holdings $ (108,206) $ (33,759) $ (56,650) Earnings per share Basic and diluted earnings per share for the fiscal year ended December 31, 2023, 2022 and 2021 is calculated as follows: Year ended December 31, (in thousands, except per share data) 2023 2022 2021 Net loss from continuing operations attributable to common shares of Holdings $ (108,206) $ (33,759) $ (56,650) Less: Effect of contribution based profit—Holding Event 15,424 13,032 5,348 Loss from continuing operations attributable to common shares $ (123,630) $ (46,791) $ (61,998) Income from discontinued operations attributable to Holdings $ 300,967 $ 43,096 $ 110,094 Less: Effect of contribution based profit — 3,105 13 Income from discontinued operations of Holdings attributable to common shares $ 300,967 $ 39,991 $ 110,081 Basic and diluted weighted average common shares of Holdings outstanding 72,105 70,715 65,362 Basic and fully diluted income (loss) per common share attributable to Holdings Continuing operations $ (1.71) $ (0.66) $ (0.95) Discontinued operations 4.17 0.56 1.68 $ 2.46 $ (0.10) $ 0.73 Distributions The following table summarizes information related to our quarterly cash distributions on our Trust common and preferred shares: Period Cash Distribution per Share Total Cash Distributions Record Date Payment Date (in thousands) Trust Common Shares: October 1, 2023 - December 31, 2023 (1) $ 0.25 $ 18,818 January 18, 2024 January 25, 2024 July 1, 2023 - September 30, 2023 $ 0.25 $ 17,955 October 19, 2023 October 26, 2023 April 1, 2023 - June 30, 2023 $ 0.25 $ 17,974 July 20, 2023 July 27, 2023 January 1, 2023 - March 31, 2023 $ 0.25 $ 17,987 April 20, 2023 April 27, 2023 October 1, 2022 - December 31, 2022 $ 0.25 $ 18,051 January 19, 2023 January 26, 2023 July 1, 2022 - September 30, 2022 $ 0.25 $ 18,051 October 20, 2022 October 27, 2022 April 1, 2022 - June 30, 2022 $ 0.25 $ 17,931 July 21, 2022 July 28, 2022 January 1, 2022 - March 31, 2022 $ 0.25 $ 17,510 April 21, 2022 April 28, 2022 October 1, 2021 - December 31, 2021 $ 0.25 $ 17,352 January 13, 2022 January 20, 2022 July 1, 2021 - September 30, 2021 $ 0.36 $ 23,742 October 15, 2021 October 22, 2021 August 3, 2021 (2) $ 0.88 $ 57,112 August 31, 2021 September 7, 2021 April 1, 2021 - June 30, 2021 $ 0.36 $ 23,364 July 15, 2021 July 22, 2021 January 1, 2021 - March 31, 2021 $ 0.36 $ 23,364 April 15, 2021 April 22, 2021 Series A Preferred Shares: October 30, 2023 - January 29, 2024 (1) $ 0.453125 $ 1,813 January 15, 2024 January 30, 2024 July 30, 2023 - October 29, 2023 $ 0.453125 $ 1,813 October 15, 2023 October 30, 2023 April 30, 2023 - July 29, 2023 $ 0.453125 $ 1,813 July 15, 2023 July 30, 2023 January 30, 2023 - April 29, 2023 $ 0.453125 $ 1,813 April 15, 2023 April 30, 2023 October 30, 2022 - January 29, 2023 $ 0.453125 $ 1,813 January 15, 2023 January 30, 2023 July 30, 2022 - October 29, 2022 $ 0.453125 $ 1,813 October 15, 2022 October 30, 2022 April 30, 2022 - July 29, 2022 $ 0.453125 $ 1,813 July 15, 2022 July 30, 2022 January 30, 2022 - April 29, 2022 $ 0.453125 $ 1,813 April 15, 2022 April 30, 2022 October 30, 2021 - January 29, 2022 $ 0.453125 $ 1,813 January 15, 2022 January 30, 2022 July 30, 2021 - October 29, 2021 $ 0.453125 $ 1,813 October 15, 2021 October 30, 2021 April 30, 2021 - July 29, 2021 $ 0.453125 $ 1,813 July 15, 2021 July 30, 2021 January 30, 2021 - April 29, 2021 $ 0.453125 $ 1,813 April 15, 2021 April 30, 2021 Series B Preferred Shares: October 30, 2023 - January 29, 2024 (1) $ 0.4921875 $ 1,969 January 15, 2024 January 30, 2024 July 30, 2023 - October 29, 2023 $ 0.4921875 $ 1,969 October 15, 2023 October 30, 2023 April 30, 2023 - July 29, 2023 $ 0.4921875 $ 1,969 July 15, 2023 July 30, 2023 January 30, 2023 - April 29, 2023 $ 0.4921875 $ 1,969 April 15, 2023 April 30, 2023 October 30, 2022 - January 29, 2023 $ 0.4921875 $ 1,969 January 15, 2023 January 30, 2023 July 30, 2022 - October 29, 2022 $ 0.4921875 $ 1,969 October 15, 2022 October 30, 2022 April 30, 2022 - July 29, 2022 $ 0.4921875 $ 1,969 July 15, 2022 July 30, 2022 January 30, 2022 - April 29, 2022 $ 0.4921875 $ 1,969 April 15, 2022 April 30, 2022 October 30, 2021 - January 29, 2022 $ 0.4921875 $ 1,969 January 15, 2022 January 30, 2022 July 30, 2021 - October 29, 2021 $ 0.4921875 $ 1,969 October 15, 2021 October 30, 2021 April 30, 2021 - July 29, 2021 $ 0.4921875 $ 1,969 July 15, 2021 July 30, 2021 January 30, 2021 - April 29, 2021 $ 0.4921875 $ 1,969 April 15, 2021 April 30, 2021 Series C Preferred Shares: October 30, 2023 - January 29, 2024 (1) $ 0.4921875 $ 2,264 January 15, 2024 January 30, 2024 July 30, 2023 - October 29, 2023 $ 0.4921875 $ 2,264 October 15, 2023 October 30, 2023 April 30, 2023 - July 29, 2023 $ 0.4921875 $ 2,264 July 15, 2023 July 30, 2023 January 30, 2023 - April 29, 2023 $ 0.4921875 $ 2,264 April 15, 2023 April 30, 2023 October 30, 2022 - January 29, 2023 $ 0.4921875 $ 2,264 January 15, 2023 January 30, 2023 July 30, 2022 - October 29, 2022 $ 0.4921875 $ 2,264 October 15, 2022 October 30, 2022 April 30, 2022 - July 29, 2022 $ 0.4921875 $ 2,264 July 15, 2022 July 30, 2022 January 30, 2022 - April 29, 2022 $ 0.4921875 $ 2,264 April 15, 2022 April 30, 2022 October 30, 2021 - January 29, 2022 $ 0.4921875 $ 2,264 January 15, 2022 January 30, 2022 July 30, 2021 - October 29, 2021 $ 0.4921875 $ 2,264 October 15, 2021 October 30, 2021 April 30, 2021 - July 29, 2021 $ 0.4921875 $ 2,264 July 15, 2021 July 30, 2021 January 30, 2021 - April 29, 2021 $ 0.4921875 $ 2,264 April 15, 2021 April 30, 2021 (1) This distribution was declared on January 4, 2024. (2) On August 3, 2021, in order to offset a portion of the tax liability to the shareholders as a result of the election to cause the Trust to be treated as a corporation for U.S. federal income tax purposes, the Company's Board of Directors declared a special cash distribution on the Trust’s common shares. A distribution of $57.1 million was made on August 31, 2021 to Trust common shareholders. The Company declared a distribution of $0.25 per share for the quarter ended December 31, 2021, which was reduced from $0.36 per share in prior periods to reflect the effect of the Trust being taxed as a corporation. |