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Equity and Noncontrolling Interests
 12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Equity and Noncontrolling Interests

NOTE 18 - EQUITY AND NONCONTROLLING INTERESTS

The following summarizes the Company’s capital structure:

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Treasury Stock

 

 

 

Series A

 

 

Series B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December

2014

 

 

December

2013

 

 

December

2014

 

 

December

2013

 

 

December

2014

 

 

December

2013

 

 

December

2014

 

 

December

2013

 

Number of shares authorized

 

 

50,000

 

 

 

50,000

 

 

 

115,000

 

 

 

115,000

 

 

 

50,000,000

 

 

 

50,000,000

 

 

 

 

 

 

 

 

 

Number of shares issued

 

 

45,500

 

 

 

45,500

 

 

 

51,956

 

 

 

51,956

 

 

 

17,974,767

 

 

 

9,832,585

 

 

 

 

 

 

 

 

 

Number of shares outstanding

 

 

45,500

 

 

 

45,500

 

 

 

51,956

 

 

 

51,956

 

 

 

17,963,783

 

 

 

9,832,585

 

 

 

10,984

 

 

 

—

 

Par value per share

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

 

 

 

 

 

 

 

Liquidation preference per share

 

$

100

 

 

$

100

 

 

$

100

 

 

$

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TBI Common Stock

On November 13, 2014, the Company completed an initial public offering issuing 6,700,000 shares of common stock, $0.01 par value, at $12.00 per share for gross proceeds of $80,400,000.  In addition, on November 20, 2014, the underwriters exercised their option to purchase an additional 1,005,000 shares of common stock from the Company at the initial public offering price of $12.00 per share for additional gross proceeds of $12,060,000, resulting in total gross proceeds of $92,460,000.  Net proceeds after underwriting discounts and offering expenses were $83,767,000.

Common stock outstanding at December 31, 2014 included 252,256 shares of nonvested restricted stock awards.

TBI Warrants

During 2012, TBI issued a warrant to Triumph Consolidated Cos., LLC to purchase 259,067 shares of TBI common stock. The warrant has an exercise price of $11.58 per share, is immediately exercisable and has an expiration date of December 12, 2022. At December 31, 2014, the warrant remains outstanding and unexercised.

Preferred Stock Series A

The following summarizes the outstanding shares and terms of the Company’s Series A Non-Cumulative Non-Voting Preferred Stock (the Preferred Stock Series A) as of December 31, 2014 and 2013.

Series A holders are entitled to quarterly cash dividends accruing at the rate per annum of Prime + 2%, with an 8.00% floor. Any dividends not paid shall not accumulate but will be waived and not payable by TBI. Payments of dividends are subject to declaration by the board of TBI. Subject to regulatory approval, Series A holders have the right to receive a special, one-time dividend with respect to their respective shares within 30 days after the occurrence of any of the following events: (i) the sale of all of the limited liability company interests of TSB (as successor in interest to TCF) in ABC, (ii) a merger of ABC resulting in TSB (as successor in interest to TCF) no longer owning any limited liability company interests in ABC or (iii) the sale of all or substantially all of the assets of ABC, subject to certain organizational restructuring exceptions. The Company paid all dividends when due on these shares during the year ended December 31, 2014. The Preferred Stock Series A is not redeemable by the holder, ranks pari passu with the Company’s Preferred Stock Series B (as described below), and is senior to the Company’s common stock.

As of December 31, 2012, the Company had redemption rights allowing the Preferred Stock Series A shares to be redeemed at any time, subject to obtaining prior regulatory approval, at redemption price in excess of their liquidation preference if redeemed prior to January 2013, and at par thereafter. During 2013 the Company’s redemption rights were modified such that the shares cannot be redeemed until after October 15, 2018, and can only be redeemed subject to obtaining prior regulatory approval at par thereafter. These terms were modified so that these preferred shares will satisfy newly revised criteria for the qualification of preferred stock as Tier 1 capital adopted by federal bank regulatory authorities that will be effective January 1, 2015.

The Preferred Stock Series A shares are convertible to common stock any time at a preferred to common stock conversion ratio of 6.94008.

Preferred Stock Series B

The following summarizes the outstanding shares and terms of the Company’s Series B Non-Cumulative Non-Voting Preferred Stock (the Preferred Stock Series B) as of December 31, 2014 and 2013.

Series B holders are entitled to quarterly cash dividends accruing at the rate per annum of 8.00%. Any dividends not paid shall not accumulate but will be waived and not payable by TBI. Payments of dividends are subject to declaration by the board of TBI. The Company paid all dividends when due on these shares during the year ended December 31, 2014. The Preferred Stock Series B is not redeemable by the holder, ranks pari passu with the Company’s Preferred Stock Series A, and is senior to the Company’s common stock.

The Preferred Stock Series B are redeemable by the Company subject to regulatory approval at any time on or after October 15, 2018.

The Preferred Stock Series B shares are convertible to common stock any time at a preferred to common stock conversion ratio of 6.94008.

Exchange Offer

During 2013, the Company consummated a voluntary exchange offer whereby the holders of the Series A Preferred and TCF Class B Units could elect to exchange their holdings for common stock. Holders of 4,500 shares of Series A Preferred and 58,620 shares of TCF Class B Units elected to receive 545,069 shares of common stock, plus a cash payment for accrued but unpaid dividends at a rate of 8% per annum through the date of the exchange.

Noncontrolling Interests

The Company did not have any noncontrolling interests as of December 31, 2014. The Company’s noncontrolling interests as of December 31, 2013 were comprised of TCF Class B units totaling $1,100,000 and Senior Preferred Stock, Series T-1 and T-2 totaling $25,897,000.

TCF Class B Units

The capital structure of TCF as a Limited Liability Company included B units representing non-voting interest in TCF. The Class B units were structured with terms comparable to a non-cumulative, non-voting, perpetual preferred stock. Holders were entitled to quarterly distributions accruing at the Wall Street Journal Prime Rate plus 2%, subject to a minimum rate of 8% per annum. Subject to regulatory approval, TCF Class B holders had the right to receive a special, one-time dividend with respect to their respective units within 30 days after the occurrence of any of the following events: (i) the sale of all of the limited liability company interests of TCF in ABC, (ii) a merger of ABC resulting in TCF no longer owning any limited liability company interests in ABC or (iii) the sale of all or substantially all of the assets of ABC, subject to certain organizational restructuring exceptions. Holders of Class B Units were allocated taxable income from TCF to the extent cash distributions were made. The Company had redemption rights, subject to regulatory approval, to redeem the Class B Units. All B units were held by third parties and were considered noncontrolling interest to Triumph.

At December 31, 2013 TCF had 11,000 Class B Units with a $100 liquidation value per unit outstanding, respectively. On June 15, 2014, TCF redeemed all 11,000 of its non-cumulative non-voting Class B Units at their redemption rate of $102 per unit plus accrued and unpaid dividends through the redemption date.

Senior Preferred Stock Series T-1 and T-2

In February 2009, as part of the United States Treasury Department’s (the UST) Capital Purchase Plan (CPP), NBI entered into a Letter Agreement with the UST. Pursuant to the Security Purchase Agreement Standard Terms (the Securities Purchase Agreement) attached to the Letter Agreement, NBI sold 24,664 shares of Senior Preferred Stock, Series T-1 (the Series T-1 Stock), having a liquidation preference of $1,000 per share, for a total face value of $24,664,000, and 1,233 shares of Senior Preferred Stock, Series T-2 (the Series T-2 Stock and, together with the Series T-1 Stock, the NBI Senior Preferred Stock) with a liquidation preference of $1,000 per share, for a total face value of $1,233,000. The Series T-1 Stock paid cumulative compounding dividends at a rate of 5.00% per annum for the period from the original issue date of the Series T-1 Stock to, but excluding, the first day of the first dividend period commencing on or after the fifth anniversary of such original issue date, and 9.00% per annum thereafter. The Series T-2 Stock paid cumulative compounding dividends at a rate of 9.00% per annum. The NBI Senior Preferred Stock qualified as Tier 1 capital. In 2011, NBI informed the UST it would begin deferring quarterly dividend payments on the NBI Senior Preferred Stock beginning the first quarter of 2011 as permitted under the provisions of the respective agreements.

NBI had not paid dividends totaling $4,343,000 on the NBI Senior Preferred Stock as of December 31, 2013. NBI made all accumulated contractual payments due on the NBI Senior Preferred Stock in February 2014.

On December 2, 2014, the Company received all necessary regulatory approvals to redeem all of the outstanding shares the NBI Senior Preferred Stock.  On December 31, 2014, the NBI Senior Preferred Stock was redeemed for a total redemption price of $26,200,000, which reflects the aggregate liquidation amount of the NBI Senior Preferred Stock and accrued dividends since the most recent dividend payment date.