Series A Preferred Stock

9 Months Ended

Sep. 30, 2024

Series A Preferred Stock [Abstract]

Series A Preferred Stock

11. Series A Preferred Stock

On August 13, 2024, the Company repurchased all of its then-outstanding Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which was convertible into 14,750,000 shares of the Company’s common stock from ETFS Capital for aggregate cash consideration of $143,812 (or $9.75 per share). These shares were previously issued in April 2018, in connection with the completion of the acquisition by the Company of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (the “ETFS Acquisition”) and were carried at $132,750, which was based on the closing price of the Company’s common stock on April 10, 2018 of $9.00 per share, the trading day prior to the closing of the transaction.

Under U.S. GAAP, the premium paid on repurchase represents a return similar to a dividend to the preferred stockholder and is required to be recorded to retained earnings along with the related transaction costs. During the three and nine months ended September 30, 2024, the Company recorded a $11,375 reduction to retained earnings in connection with this repurchase.

The following is a summary of the Series A Preferred Stock balance:

	September 30, 2024		December 31, 2023
Issuance of Series A Preferred Stock	$	—	$	132,750
Less: Issuance costs		—		(181	)
Series A Preferred Stock—carrying value	$	—	$	132,569
Cash dividends declared per share (quarterly)	$	—	$	0.03

The Company previously classified the Series A Preferred Stock as temporary equity which is required for redeemable instruments for which redemption triggers are outside of the issuer’s control. ETFS Capital had the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified in the Series A Certificate of Designations in the event that: (a) the number of shares of the Company’s common stock authorized by its certificate of incorporation was insufficient to permit the Company to convert all of the Series A Preferred Stock requested by ETFS Capital to be converted; or (b) ETFS Capital did not, upon completion of a change of control of the Company, receive the same amount per share of Series A Preferred Stock as it would have received had each outstanding share of Series A Preferred Stock been converted into common stock immediately prior to the change of control. However, the Company would not have been obligated to make any such redemption payments to the extent such payments would have been a breach of any covenant or obligation the Company owed to any of its secured creditors or is otherwise prohibited by applicable law.

Any such redemption would have been at a price per share of Series A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000. Such redemption payment would have been made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that began on a date following the date ETFS Capital exercised such redemption right. The redemption value of the Series A Preferred Stock was $96,869 at December 31, 2023.