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Shareholders' Equity
 12 Months Ended
Dec. 31, 2011
Shareholders' Equity/Other Comprehensive Income [Abstract]  
Shareholders' Equity

Note 13. Shareholders’ Equity

Common Stock

On December 16, 2009, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Bank and 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 and sold to Holdings 33,600,000 shares of its common stock at a purchase price of $1.50 per share for an aggregate purchase price of $50,400,000. The shares sold to Holdings represent 87.6% of the Company’s current issued and outstanding common stock. Also in connection with that sale, certain directors and officers of both the Company and the Bank resigned and were replaced with nominees of Holdings and Michael Carrazza became Chairman of the Board of the Company.

In connection with that sale, the Company reduced the par value of its common stock to $0.01 per share and increased the number of its authorized common shares to 100,000,000. Also in connection with that sale, the Company entered into a Registration Rights Agreement with Holdings. The Registration Rights Agreement provides Holdings with customary demand, shelf and piggyback registration rights.

The Bank is currently party to an agreement with the Office of the Comptroller of the Currency (“OCC”), which restricts the Bank’s ability to pay dividends without the consent of the OCC. To date, the OCC has not consented to the Bank paying any dividends. In addition, the Company is party to an agreement with the Federal Reserve Bank of New York which also restricts the ability of the Company to pay dividends.

During 2009, there were no options exercised and 19,318 shares were issued to directors in payment of directors’ fees in the amount of $55,833.

 

Loss Per Share

The following tables represent information about the computation of basic and diluted loss per share for the years ended December 31, 2011, 2010 and 2009:

 

                         
    2011  
    Net     Weighted Average     Per Share  
    Loss     Common Shares O/S     Amount  

Basic and Diluted Loss Per Share

                        
       

Loss attributable to common shareholders

   $ (15,459,486 )      38,362,727     $ (0.40 ) 
   

 

 

    

 

 

    

 

 

  

 

                         
    2010  
    Net     Weighted Average     Per Share  
    Loss     Common Shares O/S     Amount  

Basic and Diluted Loss Per Share

                        
       

Loss attributable to common shareholders

   $ (15,398,945 )      11,850,946     $ (1.30 ) 
   

 

 

    

 

 

    

 

 

  

 

                         
    2009  
    Net     Weighted Average     Per Share  
    Loss     Common Shares O/S     Amount  

Basic and Diluted Loss Per Share

                        
       

Loss attributable to common shareholders

   $ (23,879,606 )      4,753,783     $ (5.02 ) 
   

 

 

    

 

 

    

 

 

  

For the years ended December 31, 2011, 2010 and 2009, there were no dilutive securities. In December 2011, the Board of Directors approved the Company’s 2012 Stock Plan, authorizing 3,000,000 shares to be issued. No awards were granted in 2011.