v3.26.1
Note 17 - Redeemable Preferred Stock
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Preferred Stock [Text Block]

NOTE 17 REDEEMABLE PREFERRED STOCK

 

At June 30, 2026, the Company had three series of redeemable preferred stock ("Preferred Stock") outstanding.  In accordance with FASB ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, redemption features not solely within the control of the issuer are required to be presented outside of permanent equity on the consolidated balance sheets. For each series of the Preferred Stock outstanding, the holder has the option to convert each share of Preferred Stock into 2.6316 common shares at any time; however, if not converted, they are required to be redeemed on certain dates.  As such, the Preferred Stock is presented in temporary or mezzanine equity on the consolidated balance sheets.

 

The following table summarizes the Company's redeemable preferred stock outstanding at  June 30, 2026 and  December 31, 2025:

 

Description

Issue Date

 

Shares Authorized

  

Shares Outstanding

  

Par Value

  

Redemption Value per Share

  

Aggregate Redemption Value (in thousands)

  

Dividend Rate

 

Redemption Date

 

Maximum Number of Common Shares Issuable on Conversion

  

Carrying Amount (in thousands)

 
                                   

Class B Preferred

September 24, 2024

  330,000   330,000  $0.01  $25.00  $8,250   8.0%

September 24, 2031

  868,421  $8,250 

Class C Preferred

February 1, 2025

  240,000   240,000  $0.01  $25.00  $6,000   8.0%

February 12, 2032

  631,579  $6,000 

Class D Preferred

May 8, 2025

  80,000   80,000  $0.01  $25.00  $2,000   8.0%

May 7, 2032

  210,526  $2,000 

 

The Class B Preferred Stock ranks senior to the Company's common shares. The Class C and Class D Preferred Stock ranks pari passu with the Company’s Class B Preferred Stock and senior to the Company's common shares.

 

The holders of each series of Preferred Stock will not be entitled to receive notice of or to attend any meeting of the shareholders of the Company and will not be entitled to vote at any such meeting. The holders of each series of Preferred Stock are entitled to receive fixed, cumulative, preferential cash dividends at a rate of 8% per share of Preferred Stock per year, payable in equal quarterly installments if declared by the Board of Directors of the Company. Dividends on outstanding shares of each series of Preferred Stock will accrue from day to day commencing on the date of issuance of each such share of Preferred Stock.  The cash dividend rate will increase to 18% per share of Preferred Stock if the dividend is not paid and accumulates for a period greater than two consecutive quarters from the date of the most recent dividend payment. The Company will redeem any Preferred Stock not previously converted into common shares, and which remain outstanding on the conversion date, for the price of $25.00 per share of Preferred Stock, plus accrued but unpaid dividends thereon, whether or not declared, up to and including the date specified for redemption.

 

The Company shall have the option to redeem 25% of each series of Preferred Stock it has issued following a sale of assets representing more than 15% of the Company’s consolidated revenues in the prior 12-month period at a price equal to the amount that would yield a total internal rate of return of 15% on the subscription price paid to the Company for the purchase of shares of Preferred Stock submitted for redemption.

 

Declared dividends to be paid to the holders of the Company's Preferred Stock for the three and six months ended June 30, 2026 and  June 30, 2025 are as follows: 

 

(in thousands)

 

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2026

  

2025

  

2026

  

2025

 
                 

Class B Preferred

 $165  $165  $328  $328 

Class C Preferred

  120   120   238   179 

Class D Preferred

  39   26   79   26 

Total

 $324  $311  $645  $533 

 

Accrued dividend included in accrued expenses and other current liabilities in the consolidated balance sheets, are $0.3 million at June 30, 2026 and December 31, 2025.

 

Cash dividends paid during the three months ended June 30, 2026 and  June 30, 2025 were $0.3 million and $0.2 million, respectively ($0.6 million and $0.4 for the six months ended June 30, 2026 and  June 30, 2025, respectively).