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Junior Subordinated Debentures
12 Months Ended
Dec. 31, 2011
Junior Subordinated Debentures [Abstract]  
Junior Subordinated Debentures

11. Junior Subordinated Debentures

 

The following table summarizes the amount of junior subordinated debentures issued by the Company to TAYC Capital Trust I and TAYC Capital Trust II as of December 31, 2011 and 2010:

     TAYC Capital
Trust I
    TAYC Capital
Trust II
     (dollars in thousands)

Issuance Date

     Oct. 21, 2002      June 17, 2004

Maturity Date

     Oct. 21, 2032      June 17, 2034

Annual Rate

     9.75%      3-mo LIBOR + 2.68%

Amount of Junior Subordinated Debentures:

    

At December 31, 2010

     $45,369      $41,238

At December 31, 2011

     45,369        41,238

Amount of Trust Preferred Securities Issued by Trust:

    

At December 31, 2010

     $44,000      $40,000

At December 31, 2011

     44,000        40,000

 

In October 2002, the Company formed TAYC Capital Trust I, a wholly-owned subsidiary and a Delaware statutory trust to issue trust preferred securities. TAYC Capital Trust I used the proceeds from the sale of these trust preferred securities, along with proceeds from the purchase of its common equity securities, to invest in 9.75% junior subordinated debentures of the Company. The sole assets of TAYC Capital Trust I are the Company's junior subordinated debentures. Interest on both the trust preferred securities and junior subordinated debentures is payable quarterly at a rate of 9.75% per year.

In June 2004, the Company formed TAYC Capital Trust II, a wholly-owned subsidiary and a Delaware statutory trust to issue trust preferred securities. TAYC Capital Trust II used proceeds from the sale of these trust preferred securities, along with proceeds from the purchase of its common equity securities, to invest in the floating rate junior subordinated debentures of the Company. The sole assets of TAYC Capital Trust II are the Company's junior subordinated debentures. The interest rate on both the trust preferred securities and the junior subordinated debentures equals the three-month LIBOR plus 2.68% and re-prices quarterly on the 17th of September, December, March and June. The interest rate on both the trust preferred securities and the junior subordinated debenture was 3.24% and 2.98% at December 31, 2011 and 2010, respectively.

The Company may redeem all or part of each of the junior subordinated debentures at any time, subject to approval by the Federal Reserve Bank, at a redemption price equal to 100% of the aggregate liquidation amount of the debentures plus any accumulated and unpaid distributions thereon to the date of redemption. Each of the trust preferred securities is subject to mandatory redemption when the related junior subordinated debentures are paid at maturity or upon any earlier redemption of the debentures. Each of the trust preferred securities may also be redeemed at any time in the event of unfavorable changes in certain laws or regulations.

The Company may defer the payment of interest on each of the junior subordinated debentures at any time for a period not exceeding 20 consecutive quarters, provided that the deferral period does not extend past the stated maturity. During any such deferral period, distributions on the corresponding trust preferred securities will also be deferred and the Company's ability to pay dividends on its common shares will be restricted. The Company also has agreed, consistent with its past practice, to continue to provide its regulators notice before the payment of interest on the junior subordinated debentures related to the trust preferred securities. Issuance costs from each issuance of the trust preferred securities, consisting primarily of underwriting discounts and professional fees, were capitalized and are being amortized over 30 years, or through the maturity dates, to interest expense using the straight-line method. At December 31, 2011, unamortized issuance costs related to TAYC Capital Trust I and TAYC Capital Trust II were $2.1 million and $352,000, respectively.

The Company's obligations with respect to each of the trust preferred securities and the related debentures, in the aggregate, constitute a full, irrevocable and unconditional guarantee on a subordinated basis by the Company of the obligations of each of the Trusts under the respective trust preferred securities.

 

In accordance with applicable accounting standards, the Company does not consolidate TAYC Capital Trust I and TAYC Capital Trust II. The equity investments in the Trusts of $2.5 million at December 31, 2011 and $2.6 million at December 31, 2010, are reported in other assets on the Consolidated Balance Sheets.