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Shareholders’ Equity and Earnings Per Share
12 Months Ended
Dec. 31, 2017
Shareholders’ Equity and Earnings Per Share.  
Shareholders' Equity and Earnings Per Share

16) Shareholders’ Equity and Earnings Per Share

Series C Preferred Stock—On June 21, 2010, the Company issued to various institutional investors 21,004 shares of Series C Convertible Perpetual Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock was mandatorily convertible into 5,601,000 shares of common stock at a conversion price of $3.75 per share upon a subsequent transfer of the Series C Preferred Stock to third parties not affiliated with the holder in a widely dispersed offering. The Series C Preferred Stock was non‑voting except in the case of certain transactions that would affect the rights of the holders of the Series C Preferred Stock or applicable law. The holders of Series C Preferred Stock received dividends on an as converted basis when dividends were also declared for holders of common stock. The Series C Preferred Stock was not redeemable by the Company or by the holders and had a liquidation preference of $1,000 per share. The Series C Preferred Stock ranked senior to the Company’s common stock.

On September 12, 2016, the Company, entered into Exchange Agreements with Castle Creek Capital Partners IV, LP, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (collectively “Preferred Stockholders”) providing for the exchange of 21,004 shares of the Company’s Series C convertible perpetual preferred stock, no par value (“Series C Preferred Stock”), for 5,601,000 shares of the Company’s common stock, no par value. The exchange ratio was equal to the equivalent number of shares the Preferred Stockholders would have received upon conversion of the Series C Preferred Stock into the Company’s common stock. During the fourth quarter of 2016, the Preferred Stockholders sold all of their shares of common stock.

 

Dividends—On January 25, 2018, the Company announced that its Board of Directors declared a $0.11 per share quarterly cash dividend to holders of common stock. The dividend was paid on February 23, 2018, to shareholders of record at close of business day on February 9, 2018.

Earnings Per Share -- Basic earnings per common share is computed by dividing net income, less dividends and discount accretion on preferred stock, by the weighted average common shares outstanding. The Series C Preferred Stock participated in the earnings of the Company prior to the exchange for common stock and, therefore, the shares issued on the conversion of the Series C Preferred Stock were considered outstanding under the two class method of computing basic earnings per common share during periods of earnings. Diluted earnings per share reflect potential dilution from outstanding stock options using the treasury stock method. A reconciliation of these factors used in computing basic and diluted earnings per common share is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

 

2017

    

2016

    

2015

 

 

(Dollars in thousands, except per share amounts)

 

Net income available to common shareholders

$

23,828

 

$

25,869

 

$

$ 14,705

 

Less: undistributed earnings allocated to Series C

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 —

 

 

(1,278)

 

 

(912)

 

Distributed and undistributed earnings allocated to

 

 

 

 

 

 

 

 

 

  common shareholders

$

23,828

 

$

24,591

 

$

13,793

 

Weighted average common shares outstanding for basic earnings

 

 

 

 

 

 

 

 

 

     per common share

 

38,095,250

 

 

33,933,806

 

 

28,567,213

 

Dilutive effect of stock options outstanding, using

 

 

 

 

 

 

 

 

 

   the treasury stock method

 

515,565

 

 

285,315

 

 

218,865

 

Shares used in computing diluted earnings per common share

 

38,610,815

 

 

34,219,121

 

 

28,786,078

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

0.63

 

$

0.72

 

$

0.48

 

Diluted earnings per share

$

0.62

 

$

0.72

 

$

0.48