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PREFERRED STOCK AND STOCK REPURCHASES
9 Months Ended
Sep. 30, 2013
PREFERRED STOCK AND STOCK REPURCHASES  
PREFERRED STOCK AND STOCK REPURCHASES

NOTE 10 — PREFERRED STOCK AND STOCK REPURCHASES

 

On January 16, 2009, the Company entered into an agreement with the United States Department of Treasury (the “Treasury Department”) as part of the Treasury Department’s Capital Purchase Program. Under this agreement, the Company issued to the Treasury Department 57,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“preferred stock”), having a liquidation amount per share of $1,000, for a total price of $57 million and a warrant (Warrant”) to purchase up to 571,906 shares of the Company’s common stock, at an initial per share exercise price of $14.95, for an aggregate purchase price of $8,550.  On June 6, 2013, the Treasury Department announced it had completed an auction to sell the Warrant in a private transaction.

 

The preferred stock pays cumulative dividends at a rate of 5% per year for the first five years and 9% per year thereafter. Dividends are payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year. The Company may, at its option and at any time, redeem the preferred stock for the liquidation amount of $1,000 per share, plus any accrued and unpaid dividends. While the preferred stock is outstanding, the Company may only pay dividends on common stock if all accrued and unpaid dividends for the preferred stock have been paid.

 

On March 28, 2012, the U.S. Department of the Treasury priced its secondary public offering of 57,000 shares of the Company’s Preferred Stock. The Company successfully bid for the purchase of 21,030 shares of the Preferred Stock for a total purchase price of $19,581, plus accrued and unpaid dividends on the Preferred Stock from and including February 15, 2012 to the settlement date, April 3, 2012. The book value of the preferred stock retired was $20,823. As a result of its successful bid in the offering, the Company retired 21,030 shares of its original sale of 57,000 shares of Preferred Stock on March 29, 2012. The difference between the book value and the bid price of $1,242 was credited to retained earnings.  On May 31, 2012 the Company purchased an additional 1,820 shares or $1,820 in liquidation value of the preferred stock at a cost of $1,747.  The difference between the book value and bid price of $60 was credited to retained earnings.  On December 5, 2012, the Company purchased an additional 19,050 shares or $19,050 in liquidation value of the preferred stock at a cost of $18,927.  The difference between the book value and bid price of $55 was credited to retained earnings. The $1,242 and $60 are included in the second quarter and nine months ending September 30, 2012 calculations shown in Note 7.  On July 10, 2013, the Company notified the remaining holders of its preferred stock that it intended to redeem all 15,100 preferred shares that remained outstanding.  The effective date for the redemption was August 12, 2013. The shares were redeemed from third-parties that purchased the preferred stock from the Treasury Department public auction of the preferred stock during 2012.  The purchase price for shares of the preferred stock in the redemption was the stated liquidation value of $1,000.00 per share, plus any accrued or unpaid dividends that have been earned thereon up to, but not including, the date of redemption.  The difference between the book value of $14,952 and redemption price of $15,100, $148 was charged to retained earnings.  As a result of this redemption, no shares of the Company’s preferred stock remain outstanding.