Note 16 - Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note 16. Shareholders’ Equity

Common Stock

On

December 16, 2009,

the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with PNBK Holdings, LLC, a limited liability company controlled by Michael Carrazza (“Holdings”). Pursuant to the Securities Purchase Agreement, on

October 15, 2010,

the Company issued

3.36

million shares of common stock to Holdings at

$15.00

per share, for an aggregate issuance value of

$50.4

million. The shares issued to Holdings represented

87.6%

of the Company’s then issued and outstanding common stock. In connection with the equity interest obtained by Holdings, Michael Carrazza became Patriot’s Chairman of the Board and nominees of Holdings replaced certain directors and officers who resigned.

Additionally, the Company reduced the par value of its common stock from

$2

to

$0.01

per share, increased the number of its authorized common shares to

100

million, and entered into a Registration Rights Agreement with Holdings. The Registration Rights Agreement provides Holdings with customary demand, shelf, and piggyback registration rights.

Stock Repurchase Program

On

July 26, 2016,

the Company authorized a stock repurchase program whereby management

may

repurchase up to

500,000

shares of common stock. The authorization expired on

July 31, 2017,

unless extended, suspended, or otherwise modified. The program authorizes the Company’s chairman to direct management to repurchase shares on the open-market or in private transactions, in accordance with applicable security laws and regulations. Share repurchases, if any, are anticipated to be funded from available cash-on-hand.

During the year ended

December 31, 2017,

72,471

shares of common stock were repurchased in a combination of open market and private transactions at an average cost of

$14.04

per share. In

August 2017,

after the Program closed,

one

shareholder elected to sell

100

shares back to the Company at a cost of

$17.10

per share. This transaction was accepted and executed on the same terms as those executed during the Program.

No

treasury stock was purchased in

2018

and

2019.

Dividends

On

July 17, 2017,

the Company announced its intention to make quarterly cash dividend payments. For the year ended

December 

31,

 

2019,

2018

and

2017,

the Company paid cash dividends of

$.01

per share of common stock, or an aggregate of

$155,000,

$154,000

and

$77,000,

respectively.

Earnings per Share

The Company is required to present basic earnings per share and diluted earnings per share in its Consolidated Statements of Income. Basic earnings per share amounts are computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflects additional common shares that would have been outstanding if potentially dilutive common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that

may

be issued by the Company relate to the outstanding unvested RSAs granted to directors and employees. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted earnings per share.

The following is a summary of the computation of basic and diluted earnings per share for each of the years in the

three

-year period ended

December 

31,

 

2019.

(Net income in thousands)	Year ended December 31,
	2019				2018		2017
Basic (loss) earnings per share:
Net (loss) income attributable to Common shareholders	$	(2,817	)		$	3,196		4,147
Divided by:
Weighted average shares outstanding		3,921,783				3,904,052		3,894,222
Basic (loss) earnings per common share	$	(0.72	)		$	0.82	$	1.06
Diluted (loss) earnings per share:
Net (loss) income attributable to Common shareholders		(2,817	)			3,196		4,147
Weighted average shares outstanding		3,921,783				3,904,052		3,894,222
Effect of potentially dilutive restricted common shares		-		(1)		11,573		2,963
Divided by:
Weighted average diluted shares outstanding		3,921,783				3,915,625		3,897,185
Diluted (loss) earnings per common share	$	(0.72	)		$	0.82	$	1.06

( 1 ) The weighted average diluted shares outstanding does not include 3,555 anti-dilutive restricted common shares for the year ended December 31, 2019.