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Note 15 - Subsequent Events
9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 15: Subsequent Events

 

On December 22, 2022, Mr. Madonna resigned from his position as Interim Chief Executive Officer of the Company.  Under his employment agreement, upon his resignation, Mr. Madonna was entitled to receive a severance payment of $1.59 million (subject to reduction for the amount paid to Mr. Madonna to reimburse him for the cost of life insurance), and five years of continued health benefits. The Company recognized such expense on December 22, 2022.

 

The Company reassessed classification of certain investments, and effective December 2022, the Company transferred approximately $90 million of agency debenture bonds from available-for-sale to held-to-maturity securities. The transfer of these securities was accounted for at fair value. These securities had an unrealized loss of $29 million at the transfer date, which was reflected as a discount on the date of transfer. This discount, as well as the related unrealized loss in accumulated other comprehensive income, will be amortized into interest income as a yield adjustment through earnings over the remaining term of the securities. The amortization of the unrealized holding loss reported in accumulated other comprehensive income will offset the effect on interest income of the amortization of the discount. No gains or losses were recorded at the time of transfer.

 

On March 10, 2023 the Company announced that it has entered into a definitive agreement with certain accredited investors for a private placement of equity securities of the Company (the “Capital Raise”) in the aggregate amount of $125.0 million at a purchase price of $2.25 per share of common stock equivalent securities. Affiliates of Castle Creek Capital (together with its affiliates and co-investors, “Castle Creek”), has committed to participate in the Capital Raise for an aggregate amount of $60.725 million. The consummation of the Capital Raise is conditioned on other accredited investors committing to purchase an additional $34.275 million on the same terms.

 

The Capital Raise includes (i) Common Stock of the Company, par value $0.01 per share (“Common Stock”), (ii) Series B Convertible Preferred Stock, par value $0.01 (“Series B Preferred Stock”), authorized by the Board through the Company’s existing blank check preferred provision, which will have no voting rights and be economically equivalent to 10 shares of Common Stock and which, upon the authorization of the Non-Voting Common Stock, will automatically convert into 10 shares of Non-Voting Common Stock for each share of Series B Preferred Stock, (iii) Non-voting common stock of the Company, par value $0.01 (“Non-Voting Common Stock”), to be authorized and issued post-closing upon receipt of shareholder approval and which may be converted into Common Stock at the option of the holder if, following such conversion, the holder will own no more than 9.9% of the outstanding shares of Common Stock, or in connection with specified permitted transfers, and (iv) Warrants issued to Castle Creek to purchase Series B Preferred Stock/Non-Voting Common Stock as further described below (“Warrants” and together with the Common Stock, Series B Preferred Stock and Non-Voting Common Stock, the “Securities”).

 

At closing, in exchange for the cash consideration of $2.25 per share of Common Stock equivalent securities on an as-converted basis, the Company will issue to each purchaser a mix of voting Common Stock and Series B Preferred Stock agreed by the Company and the purchaser. In consideration of Castle Creek’s role as the anchor investor, the Company will also issue to Castle Creek a Warrant for 1,300,000 shares of Non-Voting Common Stock (or equivalent Series B Preferred Stock) with a strike price of $2.25 per share of Non-Voting Common Stock. The Warrant has a seven-year term and is subject to anti-dilution adjustments for non-cash dividends, non-cash distributions, stock splits, subdivisions, reclassifications or combinations of Common Stock. Additionally, Cohen Private Ventures is contributing approximately $30 million of the total proceeds. The Capital Raise is expected to close in May 2023.

 

In 2020, the Company purchased $5.0 million of Signature Bank 5.00% Non-cumulative Perpetual Series A Preferred Stock.  The preferred stock is treated as an equity security on the Company’s balance sheet at the security’s fair value, which was $3.5 million at September 30, 2022.  On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services and was taken into receivership by the Federal Deposit Insurance Corporation.  The value of the Signature Bank preferred securities will depend on whether another financial institution agrees to acquire Signature Bank or if Signature Bank is ultimately liquidated, which cannot be determined at this time.  In the event of a liquidation, the Federal Deposit Insurance Act specifies the order in which claims will be paid under the receivership, which prioritizes secured claims and the payment of deposits in front of debt and security holders.