SHAREHOLDERS’ EQUITY |
6 Months Ended | ||
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Jun. 30, 2026 | |||
| Equity [Abstract] | |||
| SHAREHOLDERS’ EQUITY |
On September 11, 2024, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Preferred Stock (the “Existing Certificate”) became effective, amending certain provisions of the 11% Series A Cumulative Redeemable Preferred Stock. Due to the above Amendment, effective September 12, 2024, the monthly dividends were reduced to approximately $1.1 million per month. The title of the Existing Certificate was amended to read “Amended and Restated Certificate of Designations, Preferences and Rights of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock.” Holders of Series A Preferred Stock will now receive similar change of control protections to those afforded to holders of the Company’s Series B Preferred Stock. The dividend of Series A Preferred Stock was amended from 11% to 8.75% per annum and the per annum dividend amount per share was amended from $2.75 to $2.1875 per share per annum.
In January 2025, the Company’s common stock shareholders approved an increase in the number of authorized common shares from million to million. An amended certificate of incorporation was filed by the Company.
Also, in January 2025, the Company’s Board of Directors declared the resumption of suspended Preferred Stock dividends beginning with two months of payments. In February 2025, the Company resumed monthly payment of the dividends on the Series A and B Preferred Stock, paying one month of dividends in arrears in both February and March 2025 and applying these amounts to the earliest payments in arrears. The March 2025 payment, which occurred after the conversion as discussed below, included dividends for the shares of Series A Preferred Stock that were not converted and dividends for the Series B Preferred Stock.
On March 6, 2025, the Board of Directors elected to exercise its conversion rights, which provided for the conversion of each share of Series A Preferred Stock into shares of common stock, inclusive of all accumulated and unpaid dividends. Dividends on the converted shares of Series A Preferred Stock ceased to accrue as of the conversion date. Individual shareholders who, on the exchange date, owned at least shares of Series A Preferred Stock did not have their shares automatically converted to common stock so long as they were held by the Company’s transfer agent, unless they consented to the Conversion. There were shares of Series A Preferred Stock converted at that time and shares of Series A Preferred Stock remain outstanding. Due to the Conversion, the monthly cash dividends were reduced to approximately $ per month. As a result of the Conversion, the Company delisted the Series A Preferred Stock from the Nasdaq Global Market.
On April 13, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Citizens JMP Securities, LLC, (“JMP”) pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering value of up to $60 million from time to time. The shares may be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and a related prospectus supplement filed on April 14, 2026. Under the terms of the ATM Agreement, JMP is entitled to a commission of up to 3.0% of the gross proceeds from any shares sold under the ATM program. The Company is not obligated to sell any shares under the ATM Agreement. Proceeds, if any, are expected to be used for general corporate purposes, which may include funding potential acquisitions, repayment of indebtedness, capital expenditures, investments, general working capital and the redemption of preferred stock. There have not been any sales under the ATM.
On April 14, 2026, the Company announced the redemption of all issued and outstanding shares of its Series B Preferred Stock in accordance with the applicable certificate of designation. The Company redeemed the shares on May 15, 2026 (the “Redemption Date”), following the required notice period. The redemption price included accrued and unpaid dividends through the Redemption Date. The redemption price paid to each holder of record of the Series B Preferred Stock was $ per share, representing $25.25 per share liquidation value plus all accumulated and unpaid dividends through but not including the Redemption Date. As a result of the redemption, the Series B Preferred Stock was delisted from the Nasdaq Global Market as of the close of business on May 14, 2026.
At June 30, 2026, the Company had total dividends due of approximately $2.7 million, which represents the total of declared and accumulated dividends due to the Series A preferred shareholders of record on June 30, 2026. For the three months ended June 30, 2026, the Company declared and paid three months of dividends on the Series A Preferred Stock ($ per share and $ per share for the quarter). For the six months ended June 30, 2026, the Company declared and paid six months of dividends on the Series A Preferred Stock. The dividend payable amount in the condensed consolidated balance sheets represent dividends declared. The Company plans to continue declaring monthly dividends on the Series A Preferred Stock. |