Preferred Stock | 9 Months Ended |
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Sep. 30, 2011 | |
Preferred Stock | 8. Preferred
Stock
On
March 13, 2009, as part of the Capital Purchase Program of the
Troubled Asset Relief Program (“TARP”) United States
Department of the Treasury’s Capital Purchase Program, the
Corporation issued 9,266 shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, $1,000 per share liquidation preference
(“TARP Preferred Stock”), and a warrant to purchase up
to 178,880 shares of the Corporation’s common stock for a
period of ten years at an exercise price of $7.77 per share, in
exchange for $9.3 million in cash from the United States Department
of the Treasury. The proceeds, net of issuance costs
consisting primarily of legal fees, were allocated between the
preferred stock and the warrant on a pro rata basis, based upon the
estimated market values of the preferred stock and the
warrant. As a result, $25,000 of the proceeds were
allocated to the warrant, which increased additional
paid-in-capital from common stock. The amount allocated
to the warrant is considered a discount on the preferred stock and
will be amortized using the level yield method over a five-year
period through a charge to retained earnings. Such
amortization will not reduce net income, but will reduce income
available for common shares.
The
preferred stock pays cumulative dividends of 5% per year for the
first five years and 9% per year thereafter. The Corporation may
redeem the preferred stock at its liquidation preference plus
accrued and unpaid dividends at any time with prior regulatory
approval. The securities purchase agreement between the
Corporation and the United States Department of the Treasury
limits, for three years, the rate of dividend payments on the
Corporation’s common stock to the amount of its last
quarterly cash dividend before participation in the program of
$0.03 per share unless an increase is approved by the Department of
the Treasury, limits the Corporation’s ability to repurchase
its common stock for three years and subjects the Corporation to
certain executive compensation limitations included in the
Emergency Economic Stabilization Act of 2008, as amended by the
American Recovery and Reinvestment Act of 2009.
Under
the terms of the TARP Preferred Stock, the Corporation is required
to pay on a quarterly basis a dividend rate of 5% per year for the
first five years, after which the dividend rate automatically
increases to 9% per year. Dividend payments may be
deferred, but the dividend is a cumulative dividend and failure to
pay dividends for six dividend periods would trigger board
appointment rights for the holder of the TARP Preferred
Stock.
The
Corporation exercised its right on July 22, 2010 to defer the
regularly scheduled quarterly distribution on its $12.4 million in
subordinated debentures related to its two outstanding trust
preferred security issuances and its regular quarterly cash
dividend on its TARP Preferred Stock.
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