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Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Stockholders' Equity

NOTE 18 – STOCKHOLDERS’ EQUITY

The following summarizes the Company’s capital structure:

 

Common Stock

 

 

Common Stock

 

 

 

December 31,

 

(Dollars in thousands, except per share amounts)

 

2018

 

 

2017

 

Shares authorized

 

 

50,000,000

 

 

 

50,000,000

 

Shares issued

 

 

27,053,999

 

 

 

20,912,396

 

Treasury shares

 

 

104,063

 

 

 

91,951

 

Shares outstanding

 

 

26,949,936

 

 

 

20,820,445

 

Par value per share

 

$

0.01

 

 

$

0.01

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Preferred Stock

 

 

 

Series A

 

 

Series B

 

 

 

December 31,

 

 

December 31,

 

(Dollars in thousands, except per share amounts)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Shares authorized

 

 

50,000

 

 

 

50,000

 

 

 

115,000

 

 

 

115,000

 

Shares issued

 

 

 

 

 

45,500

 

 

 

 

 

 

51,076

 

Shares outstanding

 

 

 

 

 

45,500

 

 

 

 

 

 

51,076

 

Par value per share

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

 

$

0.01

 

Liquidation preference per share

 

$

100

 

 

$

100

 

 

$

100

 

 

$

100

 

Liquidation preference amount

 

$

 

 

$

4,550

 

 

$

 

 

$

5,108

 

Common Stock Offerings

On April 12, 2018, the Company completed an underwritten common stock offering issuing 5,405,000 shares of the Company’s common stock, including 705,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at $37.50 per share for total gross proceeds of $202,688,000. Net proceeds from the offering, after deducting the underwriting discount and offering expenses, were $192,053,000.

On August 1, 2017, the Company completed an underwritten common stock offering issuing 2,530,000 shares of the Company’s common stock, including 330,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at $27.50 per share for total gross proceeds of $69,575,000. Net proceeds from the offering, after deducting the underwriting discounts and offering expenses, were $65,509,000.

Stock Repurchase Program

On October 29, 2018, the Company announced that its board of directors had authorized the repurchase of up to $25,000,000 of its outstanding common stock in open market transactions or through privately negotiated transactions. No repurchases were made under this program during the year ended December 31, 2018. Subsequent to December 31, 2018, the Company has repurchased 247,312 shares into treasury stock at an average price of $30.51.

Warrants

During 2012, the Company issued a warrant to Triumph Consolidated Cos., LLC to purchase 259,067 shares of the Company’s common stock. The warrant had an exercise price of $11.58 per share, was immediately exercisable, and had an expiration date of December 12, 2022. TCC exercised the warrant in full on August 2, 2017 and was issued 153,134 shares of common stock, net of shares withheld by the Company to cover the exercise price. The shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Preferred Stock Series A

The following summarizes the terms of the Company’s Series A Non-Cumulative Non-Voting Preferred Stock (the “Preferred Stock Series A”).

Series A holders are entitled to quarterly cash dividends accruing at the rate per annum of Prime + 2%, with an 8.00% floor, applied to the liquidation preference value of the stock. 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. The Preferred Stock Series A became redeemable at liquidation value by the Company subject to regulatory approval at any time on or after October 15, 2018.

On October 26, 2018, the 45,500 Preferred Stock Series A shares outstanding with a liquidation value of $4,550,000 were converted to 315,773 shares of common stock at the option of the holders at their preferred to common stock conversion ratio of 6.94008. No Preferred Stock Series A shares were converted to common stock during the years ended December 31, 2017 and 2016.

Preferred Stock Series B

The following summarizes the terms of the Company’s Series B Non-Cumulative Non-Voting Preferred Stock (the “Preferred Stock Series B”).

Series B holders are entitled to quarterly cash dividends accruing at the rate per annum of 8.00% applied to the liquidation value of the stock. 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 became redeemable at liquidation value by the Company subject to regulatory approval at any time on or after October 15, 2018.

On October 26, 2018, the remaining 51,076 Preferred Stock Series B shares outstanding with a liquidation value of $5,108,000 were converted to 354,463 shares of common stock at the option of the holders at their preferred to common stock conversion ratio of 6.94008. During the year ended December 31, 2017, 880 shares of Preferred Stock Series B with a liquidation value of $88,000 were converted to 6,106 shares of common stock at the option of the holders. No Preferred Stock Series B shares were converted to common stock during the year ended December 31, 2016.