Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-14289
GREEN BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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Tennessee
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62-1222567 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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100 North Main Street, Greeneville, Tennessee
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37743-4992 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (423) 639-5111
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) YES o NO þ
As of August 8, 2008, the number of shares outstanding of the issuers common stock was:
12,999,161.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed consolidated financial statements of Green Bankshares, Inc. and its wholly
owned subsidiaries are as follows:
1
GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2008 and December 31, 2007
(Amounts in thousands, except share and per share data)
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(Unaudited) |
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June 30, |
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December 31, |
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2008 |
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2007* |
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ASSETS |
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Cash and due from banks |
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$ |
59,823 |
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$ |
65,717 |
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Federal funds sold |
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34,335 |
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Securities available for sale |
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276,378 |
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235,273 |
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Securities held to maturity (with a market value of $942 and $1,280) |
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968 |
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1,303 |
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FHLB and other stock, at cost |
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13,042 |
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12,322 |
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Loans held for sale |
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2,540 |
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2,331 |
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Loans, net of unearned income |
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2,347,241 |
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2,356,376 |
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Allowance for loan losses |
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(35,351 |
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(34,111 |
) |
Other real estate owned and repossessed assets |
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20,632 |
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4,859 |
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Premises and equipment, net |
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83,010 |
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82,697 |
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Goodwill and other intangible assets |
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156,518 |
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157,827 |
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Other assets |
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59,400 |
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63,147 |
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Total assets |
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$ |
3,018,536 |
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$ |
2,947,741 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Liabilities |
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Deposits |
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$ |
2,260,950 |
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$ |
1,986,793 |
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Federal funds purchased |
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87,787 |
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Repurchase agreements |
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91,641 |
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106,738 |
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FHLB advances and notes payable |
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230,010 |
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318,690 |
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Subordinated debentures |
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88,662 |
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88,662 |
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Accrued interest payable and other liabilities |
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20,846 |
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36,594 |
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Total liabilities |
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2,692,109 |
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2,625,264 |
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Shareholders equity |
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Common stock: $2 par, 20,000,000 shares authorized,
13,001,226 and 12,931,015 shares outstanding |
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26,003 |
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25,862 |
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Additional paid-in capital |
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185,428 |
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185,170 |
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Retained earnings |
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115,198 |
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109,938 |
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Accumulated other comprehensive income (loss) |
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(202 |
) |
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1,507 |
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Total shareholders equity |
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326,427 |
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322,477 |
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Total liabilities and shareholders equity |
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$ |
3,018,536 |
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$ |
2,947,741 |
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* |
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This condensed consolidated balance sheet has been derived from the audited consolidated balance sheet, as filed in
the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007. |
See notes to condensed consolidated financial statements.
2
GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three and Six Months Ended June 30, 2008 and 2007
(Amounts in thousands, except share and per share data)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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(Unaudited) |
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(Unaudited) |
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Interest income |
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Interest and fees on loans |
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$ |
39,407 |
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$ |
39,681 |
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$ |
82,156 |
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$ |
71,596 |
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Investment securities |
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3,265 |
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2,090 |
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6,622 |
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2,798 |
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Federal funds sold and other |
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22 |
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12 |
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25 |
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27 |
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42,694 |
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41,783 |
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88,803 |
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74,421 |
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Interest expense |
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Deposits |
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13,377 |
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15,012 |
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29,312 |
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26,165 |
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Borrowings |
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4,273 |
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3,838 |
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9,975 |
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6,502 |
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17,650 |
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18,850 |
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39,287 |
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32,667 |
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Net interest income |
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25,044 |
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22,933 |
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49,516 |
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41,754 |
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Provision for loan losses |
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11,019 |
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1,259 |
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11,907 |
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2,233 |
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Net interest income after provision
for loan losses |
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14,025 |
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21,674 |
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37,609 |
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39,521 |
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Noninterest income |
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Service charges and fees |
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6,787 |
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5,395 |
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13,014 |
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9,684 |
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Other |
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1,325 |
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1,088 |
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2,404 |
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2,198 |
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8,112 |
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6,483 |
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15,418 |
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11,882 |
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Noninterest expense |
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Salaries and employee benefits |
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9,256 |
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8,472 |
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19,104 |
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15,930 |
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Occupancy and furniture and equipment expense |
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3,114 |
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2,626 |
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6,563 |
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4,722 |
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Other |
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7,770 |
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5,611 |
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14,034 |
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10,099 |
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20,140 |
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16,709 |
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39,701 |
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30,751 |
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Income before income taxes |
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1,997 |
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11,448 |
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13,326 |
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20,652 |
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Provision for income taxes |
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535 |
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4,362 |
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4,686 |
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7,950 |
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Net income |
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$ |
1,462 |
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$ |
7,086 |
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$ |
8,640 |
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$ |
12,702 |
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Comprehensive income (loss) |
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$ |
(2,255 |
) |
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$ |
4,357 |
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$ |
6,931 |
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$ |
10,014 |
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Per share of common stock: |
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Basic earnings |
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$ |
0.11 |
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$ |
0.63 |
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$ |
0.67 |
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$ |
1.20 |
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Diluted earnings |
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0.11 |
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0.62 |
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0.67 |
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1.19 |
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Dividends |
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0.13 |
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0.13 |
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0.26 |
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0.26 |
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Weighted average shares outstanding: |
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Basic |
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12,931,669 |
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11,321,822 |
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12,931,419 |
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10,572,798 |
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Diluted |
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12,958,439 |
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11,395,518 |
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12,939,638 |
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10,647,638 |
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See notes to condensed consolidated financial statements.
3
GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
For the Six Months Ended June 30, 2008
(Amounts in thousands, except share and per share data)
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Retained |
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Comprehensive |
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Shareholders |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income (loss) |
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Equity |
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(Unaudited) |
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Balance, December 31, 2007 |
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|
12,931,015 |
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|
$ |
25,862 |
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|
$ |
185,170 |
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|
$ |
109,938 |
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|
$ |
1,507 |
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$ |
322,477 |
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Common stock transactions: |
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Exercise of shares under stock
option plan |
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|
759 |
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2 |
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|
12 |
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|
14 |
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Issuance of restricted common
shares |
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|
69,452 |
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|
139 |
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|
(139 |
) |
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Compensation expense: |
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|
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|
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Stock options |
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|
|
|
|
|
|
|
|
228 |
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|
|
|
|
|
|
|
228 |
|
Restricted stock |
|
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|
|
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
157 |
|
Dividends paid ($.26 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,380 |
) |
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|
(3,380 |
) |
Comprehensive income: |
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income |
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|
|
|
|
|
|
|
|
|
|
|
|
|
8,640 |
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|
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|
8,640 |
|
Change in unrealized gains
(losses) , net of
reclassification and taxes |
|
|
|
|
|
|
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|
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(1,709 |
) |
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(1,709 |
) |
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Total comprehensive income |
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6,931 |
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|
|
|
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|
Balance, June 30, 2008 |
|
|
13,001,226 |
|
|
$ |
26,003 |
|
|
$ |
185,428 |
|
|
$ |
115,198 |
|
|
$ |
(202 |
) |
|
$ |
326,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
See notes to condensed consolidated financial statements.
4
GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2008 and 2007
(Amounts in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Unaudited) |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
8,640 |
|
|
$ |
12,702 |
|
Adjustments to reconcile net income to net cash provided by
operating activities |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
11,907 |
|
|
|
2,233 |
|
Depreciation and amortization |
|
|
3,509 |
|
|
|
2,416 |
|
Security amortization and accretion, net |
|
|
(548 |
) |
|
|
(77 |
) |
Loss on sale of securities |
|
|
|
|
|
|
23 |
|
FHLB stock dividends |
|
|
(303 |
) |
|
|
|
|
Net gain on sale of mortgage loans |
|
|
(388 |
) |
|
|
(535 |
) |
Originations of mortgage loans held for sale |
|
|
(33,715 |
) |
|
|
(33,779 |
) |
Proceeds from sales of mortgage loans |
|
|
33,894 |
|
|
|
34,022 |
|
Increase in cash surrender value of life insurance |
|
|
(536 |
) |
|
|
(413 |
) |
Net losses from sales of fixed assets |
|
|
386 |
|
|
|
78 |
|
Stock-based compensation expense |
|
|
385 |
|
|
|
235 |
|
Net gain on other real estate and repossessed assets |
|
|
(105 |
) |
|
|
(178 |
) |
Deferred tax expense |
|
|
(1,095 |
) |
|
|
(2,996 |
) |
Net changes: |
|
|
|
|
|
|
|
|
Other assets |
|
|
6,482 |
|
|
|
(642 |
) |
Accrued interest payable and other liabilities |
|
|
(15,748 |
) |
|
|
18,083 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
12,765 |
|
|
|
31,172 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchase of securities available for sale |
|
|
(80,644 |
) |
|
|
(23,682 |
) |
Proceeds from sale of securities available for sale |
|
|
|
|
|
|
1,262 |
|
Proceeds from maturities of securities available for sale |
|
|
37,276 |
|
|
|
13,106 |
|
Proceeds from sale of securities held to maturity |
|
|
|
|
|
|
496 |
|
Proceeds from maturities of securities held to maturity |
|
|
335 |
|
|
|
690 |
|
Purchase of FHLB stock |
|
|
(417 |
) |
|
|
(819 |
) |
Net change in loans |
|
|
(28,255 |
) |
|
|
(152,845 |
) |
Acquisition, net of cash received |
|
|
|
|
|
|
(24,548 |
) |
Proceeds from sale of other real estate |
|
|
11,498 |
|
|
|
2,622 |
|
Improvements to other real estate |
|
|
(443 |
) |
|
|
|
|
Proceeds from sale of fixed assets |
|
|
50 |
|
|
|
13 |
|
Premises and equipment expenditures |
|
|
(2,949 |
) |
|
|
(6,008 |
) |
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(63,549 |
) |
|
|
(189,713 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Net change in deposits |
|
|
274,157 |
|
|
|
38,157 |
|
Net change in federal funds purchased and repurchase agreements |
|
|
(102,884 |
) |
|
|
(11,994 |
) |
Tax benefit resulting from stock options |
|
|
|
|
|
|
43 |
|
Proceeds from FHLB advances and notes payable |
|
|
20,916 |
|
|
|
114,200 |
|
Proceeds from subordinated debentures |
|
|
|
|
|
|
57,732 |
|
Repayments of FHLB advances and notes payable |
|
|
(109,597 |
) |
|
|
(35,790 |
) |
Dividends paid |
|
|
(3,380 |
) |
|
|
(2,957 |
) |
Proceeds from issuance of common stock |
|
|
14 |
|
|
|
324 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
79,226 |
|
|
|
159,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
28,442 |
|
|
|
1,174 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year |
|
|
65,717 |
|
|
|
70,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
94,159 |
|
|
$ |
71,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures cash and noncash |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
42,901 |
|
|
$ |
28,866 |
|
Income taxes paid |
|
|
5,250 |
|
|
|
9,499 |
|
Loans converted to other real estate |
|
|
26,901 |
|
|
|
1,785 |
|
Unrealized gain (loss) on available for sale securities, net of tax |
|
|
(1,709 |
) |
|
|
2,688 |
|
See notes to condensed consolidated financial statements.
5
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 1 PRINCIPLES OF CONSOLIDATION
The accompanying unaudited condensed consolidated financial statements of Green Bankshares, Inc.
(the Company) and its wholly owned subsidiary, GreenBank (the Bank), have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim information and in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X as promulgated by the Securities and Exchange Commission (SEC). Accordingly, they
do not include all the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six months ended June 30,
2008 are not necessarily indicative of the results that may be expected for the year ending
December 31, 2008. For further information, refer to the consolidated financial statements and
notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31,
2007. Certain amounts from prior period financial statements have been reclassified to conform to
the current years presentation.
NOTE 2 LOANS
Loans at June 30, 2008 and December 31, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Commercial real estate |
|
$ |
1,546,314 |
|
|
$ |
1,549,457 |
|
Residential real estate |
|
|
393,196 |
|
|
|
398,779 |
|
Commercial |
|
|
324,779 |
|
|
|
320,264 |
|
Consumer |
|
|
93,910 |
|
|
|
97,635 |
|
Other |
|
|
3,825 |
|
|
|
3,871 |
|
Unearned income |
|
|
(14,783 |
) |
|
|
(13,630 |
) |
|
|
|
|
|
|
|
Loans, net of unearned income |
|
$ |
2,347,241 |
|
|
$ |
2,356,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
(35,351 |
) |
|
$ |
(34,111 |
) |
|
|
|
|
|
|
|
(Continued)
6
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 2 LOANS (Continued)
Transactions in the allowance for loan losses and certain information about nonaccrual loans and
loans 90 days past due but still accruing interest for the six months ended June 30, 2008 and
twelve months ended December 31, 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
34,111 |
|
|
$ |
22,302 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
Reserve of acquired bank |
|
|
|
|
|
|
9,022 |
|
Provision for loan losses |
|
|
11,907 |
|
|
|
14,483 |
|
Loans charged off |
|
|
(12,006 |
) |
|
|
(13,471 |
) |
Recoveries of loans charged off |
|
|
1,339 |
|
|
|
1,775 |
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
35,351 |
|
|
$ |
34,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Impaired loans were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with allowance allocated |
|
$ |
47,201 |
|
|
$ |
36,267 |
|
Amount of allowance allocated |
|
|
7,080 |
|
|
|
5,440 |
|
|
|
|
|
|
|
|
|
|
Nonperforming loans were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans past due 90 days still on accrual |
|
$ |
161 |
|
|
$ |
18 |
|
Nonaccrual loans |
|
|
40,419 |
|
|
|
32,060 |
|
|
|
|
|
|
|
|
Total |
|
$ |
40,580 |
|
|
$ |
32,078 |
|
|
|
|
|
|
|
|
(Continued)
7
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 3 EARNINGS PER SHARE OF COMMON STOCK
Basic earnings per share (EPS) of common stock is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings per share of common
stock is computed by dividing net income by the weighted average number of common shares and
potential common shares outstanding during the period. Stock options and restricted common shares
are regarded as potential common shares. Potential common shares are computed using the treasury
stock method. For the three and six months ended June 30, 2008, 408,127 options are excluded from
the effect of dilutive securities because they are anti-dilutive; 73,626 options are similarly
excluded from the effect of dilutive securities for the three and six months ended June 30, 2007.
The following is a reconciliation of the numerators and denominators used in the basic and diluted
earnings per share computations for the three and six months ended June 30, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
Income |
|
|
Shares |
|
|
Income |
|
|
Shares |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders |
|
$ |
1,462 |
|
|
|
12,931,669 |
|
|
$ |
7,086 |
|
|
|
11,321,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive shares |
|
|
|
|
|
|
26,770 |
|
|
|
|
|
|
|
73,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common
shareholders plus
assumed conversions |
|
$ |
1,462 |
|
|
|
12,958,439 |
|
|
$ |
7,086 |
|
|
|
11,395,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
Income |
|
|
Shares |
|
|
Income |
|
|
Shares |
|
|
|
(Numerator) |
|
|
(Denominator) |
|
|
(Numerator) |
|
|
(Denominator) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders |
|
$ |
8,640 |
|
|
|
12,931,419 |
|
|
$ |
12,702 |
|
|
|
10,572,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive shares |
|
|
|
|
|
|
8,219 |
|
|
|
|
|
|
|
74,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common
shareholders plus
assumed conversions |
|
$ |
8,640 |
|
|
|
12,939,638 |
|
|
$ |
12,702 |
|
|
|
10,647,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
8
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 4 SEGMENT INFORMATION
The Companys operating segments include banking, mortgage banking, consumer finance, automobile
lending and title insurance. The reportable segments are determined by the products and services
offered, and internal reporting. Loans, investments and deposits provide the revenues in the
banking operation; loans and fees provide the revenues in consumer finance and mortgage banking and
insurance commissions provide revenues for the title insurance company. Consumer finance,
automobile lending and title insurance do not meet the quantitative threshold on an individual
basis, and are therefore shown below in Other Segments. Mortgage banking operations are included
in Bank. All operations are domestic.
Segment performance is evaluated using net interest income and noninterest income. Income taxes are
allocated based on income before income taxes, and indirect expenses (includes management fees) are
allocated based on time spent for each segment. Transactions among segments are made at fair value.
Information reported internally for performance assessment follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Holding |
|
|
|
|
|
|
|
Three months ended June 30, 2008 |
|
Bank |
|
|
Segments |
|
|
Company |
|
|
Eliminations |
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
24,078 |
|
|
$ |
1,974 |
|
|
$ |
(1,008 |
) |
|
$ |
|
|
|
$ |
25,044 |
|
Provision for loan losses |
|
|
10,502 |
|
|
|
517 |
|
|
|
|
|
|
|
|
|
|
|
11,019 |
|
Noninterest income |
|
|
7,730 |
|
|
|
566 |
|
|
|
30 |
|
|
|
(214 |
) |
|
|
8,112 |
|
Noninterest expense |
|
|
18,553 |
|
|
|
1,256 |
|
|
|
545 |
|
|
|
(214 |
) |
|
|
20,140 |
|
Income tax expense (benefit) |
|
|
815 |
|
|
|
301 |
|
|
|
(581 |
) |
|
|
|
|
|
|
535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss) |
|
$ |
1,938 |
|
|
$ |
466 |
|
|
$ |
(942 |
) |
|
$ |
|
|
|
$ |
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets at June 30, 2008 |
|
$ |
2,969,897 |
|
|
$ |
39,778 |
|
|
$ |
8,861 |
|
|
$ |
|
|
|
$ |
3,018,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Holding |
|
|
|
|
|
|
|
Three months ended June 30, 2007 |
|
Bank |
|
|
Segments |
|
|
Company |
|
|
Eliminations |
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
22,002 |
|
|
$ |
1,649 |
|
|
$ |
(718 |
) |
|
$ |
|
|
|
$ |
22,933 |
|
Provision for loan losses |
|
|
905 |
|
|
|
354 |
|
|
|
|
|
|
|
|
|
|
|
1,259 |
|
Noninterest income |
|
|
6,075 |
|
|
|
674 |
|
|
|
27 |
|
|
|
(293 |
) |
|
|
6,483 |
|
Noninterest expense |
|
|
15,496 |
|
|
|
1,282 |
|
|
|
224 |
|
|
|
(293 |
) |
|
|
16,709 |
|
Income tax expense (benefit) |
|
|
4,442 |
|
|
|
270 |
|
|
|
(350 |
) |
|
|
|
|
|
|
4,362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss) |
|
$ |
7,234 |
|
|
$ |
417 |
|
|
$ |
(565 |
) |
|
$ |
|
|
|
$ |
7,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets at June 30, 2007 |
|
$ |
2,871,987 |
|
|
$ |
39,998 |
|
|
$ |
15,313 |
|
|
$ |
|
|
|
$ |
2,927,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2008 |
|
Bank |
|
|
Other
Segments |
|
|
Holding
Company |
|
|
Eliminations |
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
48,148 |
|
|
$ |
3,808 |
|
|
$ |
(2,440 |
) |
|
$ |
|
|
|
$ |
49,516 |
|
Provision for loan losses |
|
|
10,916 |
|
|
|
991 |
|
|
|
|
|
|
|
|
|
|
|
11,907 |
|
Noninterest income |
|
|
14,604 |
|
|
|
1,064 |
|
|
|
177 |
|
|
|
(427 |
) |
|
|
15,418 |
|
Noninterest expense |
|
|
36,559 |
|
|
|
2,549 |
|
|
|
1,020 |
|
|
|
(427 |
) |
|
|
39,701 |
|
Income tax expense (benefit) |
|
|
5,446 |
|
|
|
522 |
|
|
|
(1,282 |
) |
|
|
|
|
|
|
4,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss) |
|
$ |
9,831 |
|
|
$ |
810 |
|
|
$ |
(2,001 |
) |
|
$ |
|
|
|
$ |
8,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Holding |
|
|
|
|
|
|
|
Six months ended June 30, 2007 |
|
Bank |
|
|
Segments |
|
|
Company |
|
|
Eliminations |
|
|
Totals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense) |
|
$ |
39,534 |
|
|
$ |
3,206 |
|
|
$ |
(986 |
) |
|
$ |
|
|
|
$ |
41,754 |
|
Provision for loan losses |
|
|
1,519 |
|
|
|
714 |
|
|
|
|
|
|
|
|
|
|
|
2,233 |
|
Noninterest income |
|
|
11,174 |
|
|
|
1,262 |
|
|
|
38 |
|
|
|
(592 |
) |
|
|
11,882 |
|
Noninterest expense |
|
|
28,362 |
|
|
|
2,512 |
|
|
|
469 |
|
|
|
(592 |
) |
|
|
30,751 |
|
Income tax expense (benefit) |
|
|
8,005 |
|
|
|
487 |
|
|
|
(542 |
) |
|
|
|
|
|
|
7,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit (loss) |
|
$ |
12,822 |
|
|
$ |
755 |
|
|
$ |
(875 |
) |
|
$ |
|
|
|
$ |
12,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
9
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 4 SEGMENT INFORMATION (Continued)
Asset Quality Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the period ended June 30, 2008 |
|
Bank |
|
|
Other |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as percentage of total loans, net of unearned income |
|
|
1.71 |
% |
|
|
1.51 |
% |
|
|
1.73 |
% |
Nonperforming assets as a percentage of total assets |
|
|
2.00 |
% |
|
|
2.13 |
% |
|
|
2.03 |
% |
Allowance for loan losses as a percentage of total loans, net of
unearned income |
|
|
1.37 |
% |
|
|
8.02 |
% |
|
|
1.51 |
% |
Allowance for loan losses as a percentage of nonperforming loans |
|
|
80.34 |
% |
|
|
530.82 |
% |
|
|
87.11 |
% |
YTD net charge-offs to average total loans, net of unearned income |
|
|
0.42 |
% |
|
|
2.04 |
% |
|
|
0.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the period ended June 30, 2007 |
|
Bank |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as percentage of total loans, net of unearned income |
|
|
0.19 |
% |
|
|
1.47 |
% |
|
|
0.21 |
% |
Nonperforming assets as a percentage of total assets |
|
|
0.17 |
% |
|
|
1.62 |
% |
|
|
0.20 |
% |
Allowance for loan losses as a percentage of total loans, net of
unearned income |
|
|
1.30 |
% |
|
|
8.02 |
% |
|
|
1.42 |
% |
Allowance for loan losses as a percentage of nonperforming loans |
|
|
690.29 |
% |
|
|
545.98 |
% |
|
|
674.48 |
% |
YTD net charge-offs to average total loans, net of unearned income |
|
|
0.01 |
% |
|
|
1.42 |
% |
|
|
0.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2007 |
|
Bank |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming loans as percentage of total loans, net of unearned income |
|
|
1.35 |
% |
|
|
1.30 |
% |
|
|
1.36 |
% |
Nonperforming assets as a percentage of total assets |
|
|
1.22 |
% |
|
|
2.11 |
% |
|
|
1.25 |
% |
Allowance for loan losses as a percentage of total loans, net of
unearned income |
|
|
1.32 |
% |
|
|
7.96 |
% |
|
|
1.45 |
% |
Allowance for loan losses as a percentage of nonperforming loans |
|
|
98.37 |
% |
|
|
609.80 |
% |
|
|
106.34 |
% |
Net charge-offs to average total loans, net of unearned income |
|
|
0.50 |
% |
|
|
4.14 |
% |
|
|
0.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
Bank |
|
|
Other |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual for the six month period ended June 30, 2008 |
|
$ |
9,865 |
|
|
$ |
802 |
|
|
$ |
10,667 |
|
Actual for the six month period ended June 30, 2007 |
|
$ |
124 |
|
|
$ |
498 |
|
|
$ |
622 |
|
Actual for the year ended December 31, 2007 |
|
$ |
10,193 |
|
|
$ |
1,503 |
|
|
$ |
11,696 |
|
NOTE 5 REVOLVING CREDIT AGREEMENT
The Company is a party to a revolving credit agreement with SunTrust Bank pursuant to which
SunTrust agreed to loan the Company up to $15,000. This agreement currently is scheduled to expire
on August 27, 2008. The fee for maintaining this credit agreement is 0.15% per annum on the unused
portion of the commitment.
(Continued)
10
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 BUSINESS COMBINATION
On May 18, 2007, the Company acquired Civitas BankGroup, Inc. (CVBG), parent of Cumberland Bank.
CVBG, headquartered in Franklin, Tennessee, operated 12 full-service branches in the Middle
Tennessee area. The primary reason for the acquisition of CVBG, and the premium paid, was to
provide accelerated entry for the Company in the Middle Tennessee area in some of the fastest
growing areas in the Nashville MSA. Operating results of CVBG are included in the consolidated
financial statements since the date of the acquisition.
The acquisition was accounted for under the purchase method of accounting, and accordingly, the
purchase price has been allocated to the tangible and identified intangible assets purchased and
the liabilities assumed based upon preliminary estimated fair values at the date of acquisition.
The aggregate purchase price was $164,268, including $45,793 paid in cash and 3,091,495 shares of
the Companys common stock. Identified intangible assets and purchase accounting fair value
adjustments are being amortized under various methods over the expected lives of the corresponding
assets and liabilities. Goodwill will not be amortized and is not deductible for tax purposes, but
will be reviewed for impairment on an annual basis. Identified intangible assets from the
acquisition subject to amortization were $9,485 and total goodwill from the acquisition was
$111,813.
The following table summarizes the fair value of assets acquired and liabilities assumed at the
date of acquisition:
|
|
|
|
|
Cash and due from banks |
|
$ |
21,182 |
|
Securities |
|
|
200,081 |
|
FHLB stock |
|
|
2,863 |
|
Bankers Bank stock |
|
|
100 |
|
Loans held for sale |
|
|
8,642 |
|
Loans, net of unearned income |
|
|
631,496 |
|
Allowance for loan losses |
|
|
(9,022 |
) |
Premises and equipment |
|
|
18,332 |
|
Goodwill |
|
|
111,813 |
|
Core deposit intangible |
|
|
8,740 |
|
Mortgage servicing rights |
|
|
745 |
|
Other assets |
|
|
16,618 |
|
|
|
|
|
Total assets acquired |
|
|
1,011,590 |
|
Deposits |
|
|
(699,089 |
) |
Federal funds purchased |
|
|
(52,500 |
) |
Repurchase agreements |
|
|
(42,790 |
) |
FHLB advances |
|
|
(32,000 |
) |
Subordinated debentures |
|
|
(17,527 |
) |
Other liabilities |
|
|
(3,416 |
) |
|
|
|
|
Total liabilities assumed |
|
|
(847,322 |
) |
|
|
|
|
Net assets acquired |
|
$ |
164,268 |
|
|
|
|
|
The Company also incurred $761 in direct costs for legal, advisory and conversion cost that were
capitalized into goodwill associated with the merger.
(Continued)
11
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 BUSINESS COMBINATION (Continued)
The following table presents pro forma information as if the acquisition had occurred at the
beginning of 2007 for the six month period ending June 30, 2007. The pro forma information includes
adjustments for interest income on loans and securities acquired, amortization of intangibles
arising from the acquisition, depreciation expense on property acquired, interest expense on
deposits assumed, and the related income tax effects. The pro forma financial information is not
necessarily indicative of the results of operations as they would have been had the acquisition
been effected on the assumed dates.
|
|
|
|
|
|
|
Six Months |
|
|
|
Ended |
|
|
|
June 30, |
|
|
|
2007 |
|
Net interest income |
|
$ |
54,348 |
|
Net income |
|
$ |
16,694 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.26 |
|
|
|
|
|
Diluted earnings per share |
|
$ |
1.25 |
|
|
|
|
|
NOTE 7 BORROWINGS
In May 2007, the Company formed GreenBank Capital Trust I (GB Trust I), and GB Trust I issued
$56,000 of variable rate trust preferred securities. The Company issued $57,732 of subordinated
debentures to the GB Trust I in exchange for the proceeds of the sale of trust preferred
securities, which debentures represent the sole asset of GB Trust I. The debentures pay interest
quarterly at the three-month LIBOR plus 1.65% adjusted quarterly (4.43% at June 30, 2008). The
Company may redeem the subordinated debentures, in whole or in part, beginning June 2012 and in
certain events prior to that date, at a premium. The subordinated debentures must be redeemed no
later than 2037.
Also in May 2007 the Company acquired two Trusts in the CVBG acquisition, Civitas Statutory Trust I
(CS Trust I) and Cumberland Capital Statutory Trust II (CCS Trust II).
In December 2005, CS Trust I issued $13,000 of variable rate trust preferred securities, and CVBG
issued $13,403 of subordinated debentures to CS Trust I in exchange for the sale of trust preferred
securities, which debentures represent the sole asset of CS Trust I. The debentures pay interest
quarterly at the three-month LIBOR plus 1.54% adjusted quarterly (4.32% at June 30, 2008). The
Company may redeem the subordinated debentures, in whole or in part, beginning March 2011 and in
certain events prior to that date, at a premium. The subordinated debentures must be redeemed no
later than March 2036.
In July 2001, CCS Trust II issued $4,000 of variable rate trust preferred securities, and CVBG
issued $4,124 of subordinated debentures to CCS Trust II in exchange for the proceeds of the sale
of trust preferred securities, which debentures represent the sole asset of CCS Trust II. The
debentures pay interest quarterly at the three-month LIBOR plus 3.58% adjusted quarterly (6.48% at
June 30, 2008). As of July 2007 the Company may redeem the subordinated debentures, in whole or in
part at a price of 100% of face value. The subordinated debentures must be redeemed no later than
July 2031.
(Continued)
12
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 8 FAIR VALUE DISCLOSURES
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 157, Fair Value Measurements and SFAS No. 159 The Fair Value Option for Financial Assets and
Liabilities. SFAS No. 157, which was issued in September 2006, establishes a framework for using
fair value. It defines fair value rules as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. SFAS No. 159, which was issued in February 2007, generally permits the
measurement of selected eligible financial instruments at fair value at specified election dates.
Upon adoption of SFAS No. 159, the Company did not elect to adopt the fair value option for any
financial instruments.
SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. SFAS
No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value. The
standard describes three levels of inputs that may be used to measure fair value:
Level 1
Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities
include debt and equity securities and derivative contracts that are traded in an active exchange
market, as well as certain U.S. Treasury, other U.S. Government and agency mortgage-backed debt
securities that are highly liquid and are actively traded in over-the-counter markets.
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of the assets or
liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are
traded less frequently than exchange-traded instruments and derivative contracts whose value is
determined using a pricing model with inputs that are observable in the market or can be derived
principally from or corroborated by observable market data. This category generally includes
certain U.S. Government and agency mortgage-backed debt securities, corporate debt securities,
derivative contracts and residential mortgage loans held-for-sale.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities. Level 3 assets and liabilities include financial
instruments whose value is determined using pricing models, discounted cash flow methodologies, or
similar techniques, as well as instruments for which the determination of fair value requires
significant management judgment or estimation. This category generally includes certain private
equity investments, retained residual interests in securitizations, residential mortgage servicing
rights, and highly structured or long-term derivative contracts.
Following is a description of valuation methodologies used for assets and liabilities recorded at
fair value.
Investment Securities Available-for-Sale
Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair
value measurement is based upon quoted prices of like or similar securities, if available. If
quoted prices are not available, fair values are measured using independent pricing models or other
model-based valuation techniques such as the present value of future cash flows, adjusted for the
securitys credit rating, prepayment assumptions and other factors such as credit loss assumptions.
(Continued)
13
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 8 FAIR VALUE DISCLOSURES (Continued)
Loans Held for Sale
Loans held for sale are carried at the lower of cost or market value. The fair value of loans held
for sale is based on what secondary markets are currently offering for portfolios with similar
characteristics. As such, the Company classifies loans held for sale subjected to nonrecurring fair
value adjustments as Level 2.
Loans
The Company does not record loans at fair value on a recurring basis. However, from time to time, a
loan is considered impaired and an allowance for loan losses is established. Loans for which it is
probable that payment of interest and principal will not be made in accordance with the contractual
terms of the loan agreement are considered impaired. Once a loan is identified as individually
impaired, management measures impairment in accordance with SFAS No. 114, Accounting by Creditors
for Impairment of a Loan: (SFAS 114). The fair value of impaired loans is estimated using one of
several methods, including collateral value, market value of similar debt, enterprise value,
liquidation value and discounted cash flows. Those impaired loans not requiring an allowance
represent loans for which the fair value of the expected repayments or collateral exceed the
recorded investments in such loans. At June 30, 2008, substantially all of the total impaired loans
were evaluated based on either the fair value of the collateral or its liquidation value. In
accordance with SFAS No. 157, impaired loans where an allowance is established based on the fair
value of collateral require classification in the fair value hierarchy. When the fair value of the
collateral is based on an observable market price or a current appraised value, the Company records
the impaired loan as nonrecurring Level 2. When an appraised value is not available or management
determines the fair value of the collateral is further impaired below the appraised value and there
is no observable market price, the Company records the impaired loan as nonrecurring Level 3.
Loan Servicing Rights
Loan servicing rights are subject to impairment testing. A valuation model, which utilizes a
discounted cash flow analysis using interest rates and prepayment speed assumptions currently
quoted for comparable instruments and a discount rate determined by management, is used in the
completion of impairment testing. If the valuation model reflects a value less than the carrying
value, loan servicing rights are adjusted to fair value through a valuation allowance as determined
by the model. As such, the Company classifies loan servicing rights subjected to nonrecurring fair
value adjustments as Level 3.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
Below is a table that presents information about certain assets and liabilities measured at fair
value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Carrying |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of |
|
|
Assets/Liabilities |
|
|
|
Fair Value Measurement Using |
|
|
Financial |
|
|
Measured at Fair |
|
Description |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Position |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
$ |
|
|
|
$ |
276,378 |
|
|
$ |
|
|
|
$ |
276,378 |
|
|
$ |
276,378 |
|
(Continued)
14
GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 8 FAIR VALUE DISCLOSURES (Continued)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company may be required, from time to time, to measure certain assets at fair value on a
nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include
assets that are measured at the lower of cost or market that were recognized at fair value below
cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included
in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Carrying |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of |
|
|
Assets/Liabilities |
|
|
|
Fair Value Measurement Using |
|
|
Financial |
|
|
Measured at Fair |
|
Description |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Position |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
|
|
|
$ |
|
|
|
$ |
29,011 |
|
|
$ |
29,011 |
|
|
$ |
29,011 |
|
(Continued)
15
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Green Bankshares, Inc. (the Company) is the bank holding company for GreenBank (the Bank),
a Tennessee-chartered commercial bank that conducts the principal business of the Company. The
Company is the third largest bank holding company headquartered in Tennessee based on asset size at
June 30, 2008 and at that date was also the second largest NASDAQ listed bank holding company
headquartered in Tennessee. The Bank currently maintains a main office in Greeneville, Tennessee
and 65 full-service bank branches primarily in East and Middle Tennessee. In addition to its
commercial banking operations, the Bank conducts separate businesses through its three wholly-owned
subsidiaries: Superior Financial Services, Inc. (Superior Financial), a consumer finance company;
GCB Acceptance Corporation (GCB Acceptance), an automobile lending company; and Fairway Title
Co., a title company formed in 1998. The Bank also operates a wealth management office in Sumner
County, Tennessee, and a mortgage banking operation in Knox County, Tennessee. All dollar amounts
reported or discussed in Part I, Item 2 of this Quarterly Report on Form 10-Q are shown in
thousands, except share and per share amounts.
The following discussion and analysis provides information that management believes is
relevant to an assessment and understanding of the Companys consolidated results of operations and
financial condition. This discussion should be read in conjunction with the (i) condensed
consolidated financial statements and notes thereto in this Form 10-Q and (ii) the audited,
consolidated financial statements and the notes thereto included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007 (the 2007 10-K). Except for specific historical
information, many of the matters discussed in this Form 10-Q may express or imply projections of
revenues or expenditures, plans and objectives for future operations, growth or initiatives,
expected future economic performance, or the expected outcome or impact of pending or threatened
litigation. These and similar statements regarding events or results which the Company expects will
or may occur in the future, are forward-looking statements that involve risks, uncertainties and
other factors which may cause actual results and performance of the Company to differ materially
from those expressed or implied by those statements. All forward-looking information is provided
pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995
and should be evaluated in the context of these risks, uncertainties and other factors.
Forward-looking statements, which are based on assumptions and estimates and describe our future
plans, strategies and expectations, are generally identifiable by the use of forward-looking
terminology and words such as trends, "assumptions, target, guidance, outlook,
opportunity, future, plans, goals, objectives, expectations, near-term, long-term,
projection, may, will, would, could, expect, intend, estimate, anticipate,
believe, potential, regular, or continue (or the negative or other derivatives of each of
these terms) or similar terminology and expressions.
Although the Company believes that the assumptions underlying any forward-looking statements
are reasonable, any of the assumptions could be inaccurate, and therefore, actual results may
differ materially from those projected in or implied by the forward-looking statements. Factors and
risks that may result in actual results differing from this forward-looking information include,
but are not limited to, those contained in the 2007 10-K in Part I, Item 1A thereof, which is
incorporated herein by this reference, as well as other factors discussed throughout this document,
including, without limitation the factors described under Critical Accounting Policies and
Estimates on page 18 of this Quarterly Report on Form 10-Q, or from time to time, in the Companys
filings with the SEC, press releases and other communications.
Readers are cautioned not to place undue reliance on forward-looking statements made in this
document, since the statements speak only as of the documents date. All forward-looking statements
included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by the
cautionary statements in this section and to the more detailed risk factors included in the
Companys 2007 10-K. The Company has no obligation and does not intend to publicly update or
revise any forward-looking statements contained in or incorporated by reference into this Quarterly
Report on Form 10-Q, to reflect events or circumstances occurring after the date of this document
or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any
further disclosures the Company may make on related subjects in its documents filed with or
furnished to the SEC or in its other public disclosures.
16
Growth and Business Strategy
The Company expects that, over the next five years, its growth from mergers and acquisitions,
including acquisitions of both entire financial institutions and selected branches of financial
institutions, will continue. De novo branching is also expected to be a method of growth,
particularly in high-growth and other demographically-desirable markets.
The Companys strategic plan projects geographic expansion within a 300-mile radius of its
headquarters in Greene County, Tennessee. This could result in the Company expanding westward and
eastward up to and including Nashville, Tennessee and Roanoke, Virginia, respectively,
east/southeast up to and including the Piedmont area of North Carolina and western North Carolina,
southward to northern Georgia and northward into eastern and central Kentucky. In particular, the
Company believes the markets in and around Knoxville, Nashville and Chattanooga, Tennessee are
highly desirable areas with respect to expansion and growth plans.
The Bank had historically operated under a single bank charter while conducting business under
18 bank brands. On January 23, 2007 the Bank announced that it was changing all brand names to
GreenBank throughout all the communities it serves to better enhance recognition and customer
convenience. The GreenBank name became effective on March 31, 2007. The Bank continues to offer
local decision making through the presence of its regional executives in each of its markets, while
maintaining a cost effective organizational structure in its back office and support areas.
The Bank focuses its lending efforts predominately on individuals and small to medium-sized
businesses while it generates deposits primarily from individuals in its local communities. To aid
in deposit generation efforts, the Bank offers its customers extended hours of operation during the
week as well as on Saturday. During the first quarter of 2007, the Bank initiated Sunday banking
hours from 1:00 pm to 4:00 pm at most branches. The Bank also offers free online banking and in
early 2005 established its High Performance Checking Program which has generated a significant
number of new core transaction accounts.
In addition to the Companys business model, which is summarized in the paragraphs above, the
Company is continuously investigating and analyzing other lines and areas of business. These
include, but are not limited to, various types of insurance and real estate activities. Conversely,
the Company frequently evaluates and analyzes the profitability, risk factors and viability of its
various business lines and segments and, depending upon the results of these evaluations and
analyses, may conclude to exit certain segments and/or business lines. Further, in conjunction with
these ongoing evaluations and analyses, the Company may decide to sell, merge or close certain
branch facilities.
Overview
The Company reported net income for the three and six month periods ended June 30, 2008 of
$1,462 and $8,640, respectively compared to net income of $7,086 and $12,702 for the corresponding
2007 periods. The decline in reported earnings for the periods presented was the result of
deteriorating economic conditions during the second quarter of 2008 which impacted the Companys
residential construction and development loan portfolios. As a result, the Company increased its
loan loss provision during the second quarter of 2008 to $11,019 which was further reflected in a
2008 year-to-date loan loss provision of $11,907. Non-accrual loans increased to $40,419 at June
30, 2008 compared with $29,901 at March 31, 2008 and $32,060 at December 31, 2007 while Other Real
Estate Owned increased to $20,632 at June 30, 2008 from $9,252 at March 31, 2008 and $4,859 at
December 31, 2007.
Late in the second quarter, the Company experienced the impact of further economic weaknesses
in the Nashville and Knoxville markets concentrated primarily in the residential real estate
construction and development segment of the loan portfolio. This segment of the portfolio totaled
approximately $187 million at June 30, 2008 and represented approximately eight percent of total
loans outstanding at that date. During mid-June, certain customers acknowledged liquidity concerns
and as a result approximately $12 million of loans were immediately placed on non-accrual.
Additionally an intensified effort was undertaken to review this segment of the portfolio for
potential impairment based upon projected future cash flows of the borrowers. As a result of this
intensified effort, an additional $23 million of current loans were identified and placed on
non-accrual. In summary, 90 loans aggregating $35 million, pre-charge-off, were placed on
non-accrual in June, the largest of which totaled $3.8 million.
17
Net interest income totaled $25,044 and improved sequentially from the first quarter of 2008
and from the second quarter of 2007 as well as reflecting a 19% year-to-date increase from the
first six months of 2007. Additionally, non-interest income totaled $8,112 for the three months
ended June 30, 2008, an improvement of 11% over the first quarter of the year. On a year-to-date
basis, non-interest income was $15,418 at June 30, 2008, up 30% over the same period a year ago.
Non-interest expenses were $20,140 for the second quarter of 2008, up $579 from the first quarter
of the year, and included $1,185 of OREO write-downs during the current quarter. Non-interest
expense levels for the first half of 2008 totaled $39,701, reflecting an increase of 29% over the
same period a year ago principally as a result of six months normal operating costs associated with
the Companys May 2007 acquisition of CVBG, only two months of costs were included in the 2007
period.
Net charge-offs for the quarter totaled $9,595 compared with net charge-offs of $1,072 during
the first quarter of 2008 and net charge-offs of $10,398 during the fourth quarter of 2007.
Non-performing assets were $61,212 at June 30, 2008 compared with $39,308 at March 31, 2008 and
$36,937 at year end 2007. The majority of the increase in non-performing assets resulted from the
further deterioration in the Companys residential real estate construction and development loan
portfolio described above as the economy continued to soften in the Nashville and Knoxville markets
during the second quarter stressing borrowers liquidity. At June 30, 2008 the Companys
non-performing loans to total loans ratio was 1.73% compared with 1.29% at March 31, 2008 and 1.36%
at December 31, 2007. Non-performing assets to total assets reflected a ratio of 2.03% at June 30,
2008 compared with 1.35% at March 31, 2008 and 1.25% at December 31, 2007. The Companys loan loss
reserve to loans was 1.51% at June 30, 2008 compared with 1.45% at both March 31, 2008 and December
31, 2007.
At June 30, 2008, the Company had total consolidated assets of $3,018,536, total consolidated
deposits of $2,260,950, total consolidated loans, net of unearned income, of $2,347,241 and total
consolidated shareholders equity of $326,427. The Companys annualized return on average
shareholders equity for the three and six months ended June 30, 2008 was 1.76% and 5.25%,
respectively, and its annualized return on average total assets was 0.20% and 0.59%, respectively.
The Company expects that its total assets and total consolidated loans, net of unearned interest,
will remain stable or decline slightly over the remainder of 2008.
Critical Accounting Policies and Estimates
The Companys consolidated financial statements and accompanying notes have been prepared in
accordance with accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reported periods.
Management continually evaluates the Companys accounting policies and estimates it uses to
prepare the consolidated financial statements. In general, managements estimates are based on
historical experience, information from regulators and third party professionals and various
assumptions that are believed to be reasonable under the existing facts and circumstances. Actual
results could differ from those estimates made by management.
The Company believes its critical accounting policies and estimates include the valuation of
the allowance for loan losses and the fair value of financial instruments and other accounts.
Based on managements calculation, an allowance of $35,351, or 1.51% of total loans, net of
unearned income, was an adequate estimate of losses inherent in the loan portfolio as of June 30,
2008. This estimate resulted in a provision for loan losses in the income statement of $11,019 and
$11,907, respectively, for the three and six months ended June 30, 2008. If the economic
conditions, loan mix and amount of future charge-offs differ significantly from those assumptions
used by management in making its determination, the allowance for loan losses and provision for
loan losses on the income statement could be materially affected.
The consolidated financial statements include certain accounting disclosures that require
management to make estimates about fair values. Independent third party valuations are used for
securities available for sale and securities held to maturity as well as acquisition purchase
accounting adjustments. Estimates of fair value are used in the accounting for loans held for sale,
goodwill and other intangible assets. Estimates of fair values are used in disclosures regarding
stock compensation, commitments, and the fair values of financial instruments. Fair values are
estimated using relevant market information and other assumptions such as interest rates,
credit risk, prepayments and other factors. The fair values of financial instruments are subject to change
as influenced by market conditions.
18
Changes in Results of Operations
Net Income. Net income for the three months ended June 30, 2008 was $1,462, as compared to
$7,086 for the same period in 2007. This decrease of $5,624, or 79% resulted primarily from a
$9,760 increase in the provision for loan losses reflecting deterioration in the Nashville and
Knoxville markets of the residential real estate construction and development loan portfolio during
the quarter. In addition the Bank wrote-down $1,185 of Other Real Estate Owned (OREO) through
noninterest expense during the second quarter of 2008.
Net interest income for the three months ended June 30, 2008 was $25,044, as compared to
$22,933 for the same period in 2007. This increase of $2,111 in net interest income resulted
primarily from higher earning asset volume arising primarily from the CVBG acquisition and organic
growth in the loan portfolio. During this period the net interest margin declined by 45 basis
points to 3.92% at June 30, 2008 from 4.37% at June 30, 2007 reflecting the downward movement in
market interest rates resulting from initiatives undertaken by the Federal Open Market Committee
(FOMC) to reduce market interest rates. Non-interest income rose 25% from the second quarter of
2007 and totaled $8,112 for the three months ended June 30, 2008. The principal driver of this
increase was the ongoing success of the Companys High Performance Checking product. During the
second quarter of 2008, the Company opened 3,840 net new checking accounts compared with 3,216
opened during the same period a year ago. Partially offsetting the increases in net interest
income and non-interest income was a $3,431, or 21%, increase in total noninterest expense from
$16,709 for the three months ended June 30, 2007 to $20,140 for the same period of 2008. This
change is primarily attributable to the increased recurring operating costs associated with the
greater size of the Companys operations due to the CVBG acquisition.
Net income for the six months ended June 30, 2008 was $8,640 compared to $12,702 for the same
period in 2007. The decrease of $4,062 reflects substantially the same factors that affected the
quarter ended June 30, 2008.
Net Interest Income. The largest source of earnings for the Company is net interest income,
which is the difference between interest income on earning assets and interest expense on deposits
and other interest-bearing liabilities. The primary factors which affect net interest income are
changes in volume and rates on interest-earning assets and interest-bearing liabilities, which are
affected in part by managements responses to changes in interest rates through asset/liability
management. During the three months ended June 30, 2008, net interest income was $25,044, as
compared to $22,933 for the same period in 2007, representing an increase of 9%.
The Companys average balance for interest-earning assets increased 22% from $2,117,358 for
the three months ended June 30, 2007 to $2,591,822 for the three months ended June 30, 2008. The
Company experienced a 19% growth in average loan balances from $1,962,127 for the three months
ended June 30, 2007 to $2,340,923 for the three months ended June 30, 2008 and a 60% increase in
average investment securities balances from $154,110 for the three months ended June 30, 2007 to
$246,541 for the three months ended June 30, 2008. The growth in loans and investment securities
can be primarily attributed to the CVBG acquisition that took place during the middle of the second
quarter of 2007 and the continued organic loan growth during 2007 of the Company. Please refer to
Note 6 of the Notes to Condensed Consolidated Financial Statements for more information on
interest-earning assets acquired in the CVBG acquisition.
The Companys average balance for interest-bearing liabilities increased 28% from $1,878,737
for the three months ended June 30, 2007 to $2,401,297 for the three months ended June 30, 2008.
The Company experienced a 22% increase in average interest-bearing deposits from $1,567,701 for the
three months ended June 30, 2007 to $1,908,542 for the three months ended June 30, 2008. The
Companys CVBG acquisition in the second quarter of 2007 is the primary reason for the growth in
deposits. Please refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for
more information on interest-bearing liabilities acquired in the CVBG acquisition.
19
The Companys yield on loans (the largest component of interest-earning assets) decreased by
135 basis points from the second quarter of 2007 to the second quarter of 2008. Approximately
one-half of the Companys loan portfolio is set at variable rates and was impacted by the result of
the FOMCs action to lower market interest rates by 325 basis points during this period of time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Increase/ |
|
|
Ending |
|
FOMC Meeting Date |
|
Rate |
|
|
Decrease |
|
|
Rate |
|
March 21, 2007 |
|
|
5.25 |
% |
|
|
0.00 |
% |
|
|
5.25 |
% |
May 9, 2007 |
|
|
5.25 |
% |
|
|
0.00 |
% |
|
|
5.25 |
% |
June 28, 2007 |
|
|
5.25 |
% |
|
|
0.00 |
% |
|
|
5.25 |
% |
August 7, 2007 |
|
|
5.25 |
% |
|
|
0.00 |
% |
|
|
5.25 |
% |
September 18, 2007 |
|
|
5.25 |
% |
|
|
(0.50 |
%) |
|
|
4.75 |
% |
October 31, 2007 |
|
|
4.75 |
% |
|
|
(0.25 |
%) |
|
|
4.50 |
% |
December 11, 2007 |
|
|
4.50 |
% |
|
|
(0.25 |
%) |
|
|
4.25 |
% |
January 22, 2008 |
|
|
4.25 |
% |
|
|
(0.75 |
%) |
|
|
3.50 |
% |
January 30, 2008 |
|
|
3.50 |
% |
|
|
(0.50 |
%) |
|
|
3.00 |
% |
March 18, 2008 |
|
|
3.00 |
% |
|
|
(0.75 |
%) |
|
|
2.25 |
% |
April 30, 2008 |
|
|
2.25 |
% |
|
|
(0.25 |
%) |
|
|
2.00 |
% |
June 25, 2008 |
|
|
2.00 |
% |
|
|
0.00 |
% |
|
|
2.00 |
% |
The Companys cost of interest-bearing liabilities decreased by 106 basis points from the
second quarter ended June 30, 2007 to the second quarter ended June 30, 2008. The velocity of
change on fixed maturity interest-bearing liabilities is slower than the immediate change on
variable rate assets. The re-pricing characteristics of this portion of interest-bearing
liabilities which comprise 64% of total interest-bearing liabilities will lag behind market
interest rate changes especially in a rapidly changing interest rate environment.
For the six months ended June 30, 2008, net interest income increased by $7,762, or 19%, to
$49,516 from $41,754 for the same period in 2007, reflecting the acquisition of CVBG, and the same
trends outlined above with respect to the three months ended June 30, 2008 were observed.
20
The following table sets forth certain information relating to the Companys
consolidated average interest-earning assets and interest-bearing liabilities and reflects
the average yield on assets and average cost of liabilities for the periods indicated.
These yields and costs are derived by dividing income or expense by the average daily
balance of assets or liabilities, respectively, for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans(1) (2) |
|
$ |
2,340,923 |
|
|
$ |
39,421 |
|
|
|
6.77 |
% |
|
$ |
1,962,127 |
|
|
$ |
39,703 |
|
|
|
8.12 |
% |
Investment securities (2) |
|
|
246,541 |
|
|
|
3,439 |
|
|
|
5.61 |
% |
|
|
154,110 |
|
|
|
2,182 |
|
|
|
5.68 |
% |
Other short-term investments |
|
|
4,358 |
|
|
|
22 |
|
|
|
2.03 |
% |
|
|
1,121 |
|
|
|
12 |
|
|
|
4.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
$ |
2,591,822 |
|
|
$ |
42,882 |
|
|
|
6.65 |
% |
|
$ |
2,117,358 |
|
|
$ |
41,897 |
|
|
|
7.94 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest earning assets |
|
|
352,299 |
|
|
|
|
|
|
|
|
|
|
|
230,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,944,121 |
|
|
|
|
|
|
|
|
|
|
$ |
2,347,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest checking, savings and money
market |
|
$ |
675,467 |
|
|
$ |
2,255 |
|
|
|
1.34 |
% |
|
$ |
693,235 |
|
|
$ |
4,865 |
|
|
|
2.81 |
% |
Time deposits |
|
|
1,233,075 |
|
|
|
11,122 |
|
|
|
3.63 |
% |
|
|
874,466 |
|
|
|
10,147 |
|
|
|
4.65 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
$ |
1,908,542 |
|
|
$ |
13,377 |
|
|
|
2.82 |
% |
|
$ |
1,567,701 |
|
|
$ |
15,012 |
|
|
|
3.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold under repurchase
agreements and short-term borrowings |
|
|
157,317 |
|
|
|
700 |
|
|
|
1.79 |
% |
|
|
67,307 |
|
|
|
768 |
|
|
|
4.58 |
% |
Notes payable |
|
|
246,776 |
|
|
|
2,565 |
|
|
|
4.18 |
% |
|
|
192,668 |
|
|
|
2,352 |
|
|
|
4.90 |
% |
Subordinated debentures (3) |
|
|
88,662 |
|
|
|
1,008 |
|
|
|
4.57 |
% |
|
|
51,061 |
|
|
|
718 |
|
|
|
5.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
2,401,297 |
|
|
$ |
17,650 |
|
|
|
2.96 |
% |
|
$ |
1,878,737 |
|
|
$ |
18,850 |
|
|
|
4.02 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
186,136 |
|
|
|
|
|
|
|
|
|
|
|
180,185 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
23,311 |
|
|
|
|
|
|
|
|
|
|
|
36,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest bearing liabilities |
|
|
209,447 |
|
|
|
|
|
|
|
|
|
|
|
216,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,610,744 |
|
|
|
|
|
|
|
|
|
|
|
2,095,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
333,377 |
|
|
|
|
|
|
|
|
|
|
|
251,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
Equity |
|
$ |
2,944,121 |
|
|
|
|
|
|
|
|
|
|
$ |
2,347,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
25,232 |
|
|
|
|
|
|
|
|
|
|
$ |
23,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread |
|
|
|
|
|
|
|
|
|
|
3.70 |
% |
|
|
|
|
|
|
|
|
|
|
3.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net yield on interest-earning assets |
|
|
|
|
|
|
|
|
|
|
3.92 |
% |
|
|
|
|
|
|
|
|
|
|
4.37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
2008 average loan balances exclude nonaccrual loans for the periods presented. 2007
average loan balances include nonaccrual loans for the periods presented, as they are not material. |
|
2 |
|
Fully Taxable Equivalent (FTE) at the rate of 35%. The FTE basis adjusts for the tax
benefits of income on certain tax-exempt loans and investments using the federal statutory rate of
35% for each period presented. The Company believes this measure to be the preferred industry
measurement of net interest income and provides relevant comparison between taxable and non-taxable
amounts. |
|
3 |
|
The interest expense and average interest rates paid on the Subordinated Debentures
for the three and six month periods ended June 30, 2007 should have been $938 and $1,206 and 7.37%
and 7.53%, respectively. The impact of this timing difference on the 2007 second quarter and six
month results was deemed immaterial to the overall financial statements. |
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans(1) (2) |
|
$ |
2,332,642 |
|
|
$ |
82,187 |
|
|
|
7.09 |
% |
|
$ |
1,768,459 |
|
|
$ |
71,640 |
|
|
|
8.16 |
% |
Investment securities (2) |
|
|
246,202 |
|
|
|
6,975 |
|
|
|
5.70 |
% |
|
|
103,176 |
|
|
|
2,900 |
|
|
|
5.47 |
% |
Other short-term investments |
|
|
2,408 |
|
|
|
25 |
|
|
|
2.09 |
% |
|
|
1,189 |
|
|
|
27 |
|
|
|
4.58 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
$ |
2,581,252 |
|
|
$ |
89,187 |
|
|
|
6.95 |
% |
|
$ |
1,872,824 |
|
|
$ |
74,567 |
|
|
|
8.03 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest earning assets |
|
|
355,007 |
|
|
|
|
|
|
|
|
|
|
|
191,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,936,259 |
|
|
|
|
|
|
|
|
|
|
$ |
2,064,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest checking, savings and money
market |
|
$ |
686,444 |
|
|
$ |
5,580 |
|
|
|
1.63 |
% |
|
$ |
617,363 |
|
|
$ |
8,411 |
|
|
|
2.75 |
% |
Time deposits |
|
|
1,185,132 |
|
|
|
23,732 |
|
|
|
4.03 |
% |
|
|
774,411 |
|
|
|
17,754 |
|
|
|
4.62 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
$ |
1,871,576 |
|
|
$ |
29,312 |
|
|
|
3.15 |
% |
|
$ |
1,391,774 |
|
|
$ |
26,165 |
|
|
|
3.79 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold under repurchase
agreements and short-term borrowings |
|
|
155,188 |
|
|
|
1,792 |
|
|
|
2.32 |
% |
|
|
46,696 |
|
|
|
1,054 |
|
|
|
4.55 |
% |
Notes payable |
|
|
278,822 |
|
|
|
5,743 |
|
|
|
4.14 |
% |
|
|
182,346 |
|
|
|
4,462 |
|
|
|
4.94 |
% |
Subordinated debentures (3) |
|
|
88,662 |
|
|
|
2,440 |
|
|
|
5.53 |
% |
|
|
32,336 |
|
|
|
986 |
|
|
|
6.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
$ |
2,394,248 |
|
|
$ |
39,287 |
|
|
|
3.30 |
% |
|
$ |
1,653,152 |
|
|
$ |
32,667 |
|
|
|
3.98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
186,295 |
|
|
|
|
|
|
|
|
|
|
|
162,782 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
24,639 |
|
|
|
|
|
|
|
|
|
|
|
27,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest bearing liabilities |
|
|
210,934 |
|
|
|
|
|
|
|
|
|
|
|
190,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,605,182 |
|
|
|
|
|
|
|
|
|
|
|
1,843,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
331,077 |
|
|
|
|
|
|
|
|
|
|
|
220,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
Equity |
|
$ |
2,936,259 |
|
|
|
|
|
|
|
|
|
|
$ |
2,064,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
49,900 |
|
|
|
|
|
|
|
|
|
|
$ |
41,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread |
|
|
|
|
|
|
|
|
|
|
3.65 |
% |
|
|
|
|
|
|
|
|
|
|
4.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net yield on interest-earning assets |
|
|
|
|
|
|
|
|
|
|
3.89 |
% |
|
|
|
|
|
|
|
|
|
|
4.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
2008 average loan balances exclude nonaccrual loans for the periods presented. 2007
average loan balances include nonaccrual loans for the periods presented, as they are not material. |
|
2 |
|
Fully Taxable Equivalent (FTE) at the rate of 35%. The FTE basis adjusts for the tax
benefits of income on certain tax-exempt loans and investments using the federal statutory rate of
35% for each period presented. The Company believes this measure to be the preferred industry
measurement of net interest income and provides relevant comparison between taxable and non-taxable
amounts. |
|
3 |
|
The interest expense and average interest rates paid on the Subordinated Debentures
for the three and six month periods ended June 30, 2007 should have been $938 and $1,206 and 7.37%
and 7.53%, respectively. The impact of this timing difference on the 2007 second quarter and six
month results was deemed immaterial to the overall financial statements. |
22
Provision for Loan Losses. During the three and six month periods ended June 30, 2008, loan
charge-offs were $10,416 and $12,006, respectively and recoveries of charged-off loans were $821
and $1,339. The Companys provision for loan losses increased by $9,760 to $11,019 for the three
months ended June 30, 2008, as compared to $1,259 for the same period in 2007 due to continued
deterioration in the residential real estate construction and development loan portfolio of the
Bank during the quarter described above. The Companys allowance for loan losses increased by
$1,240 to $35,351 at June 30, 2008 from $34,111 at December 31, 2007 and the reserve to outstanding
loans rate increased 6 basis points to 1.51% between these two periods and also increased from the
ratio of 1.42% at June 30, 2007. Credit quality ratios have declined since June 30, 2007,
principally as a result of the rapid deterioration of the residential real estate market beginning
in the fourth quarter of 2007 in the Companys urban markets, primarily Nashville and Knoxville.
Management continually evaluates the Companys credit policies and procedures for effective risks
and controls management. The ratio of allowance for loan losses to nonperforming loans was 87.11%,
106.34% and 674.48% at June 30, 2008, December 31, 2007 and June 30, 2007, respectively, and the
ratio of nonperforming assets to total assets was 2.03%, 1.25% and 0.20% at June 30, 2008, December
31, 2007 and June 30, 2007, respectively. The ratio of nonperforming loans to total loans, net of
unearned interest, was 1.73%, 1.36% and 0.21% at June 30, 2008, December 31, 2007 and June 30,
2007, respectively. Within the Bank, the Companys largest subsidiary, the ratio of nonperforming
assets to total assets was 2.00%, 1.22% and 0.17% at June 30, 2008, December 31, 2007 and June 30,
2007, respectively.
The Companys year-to-date (YTD) net charge-offs as a percentage of average loans increased
from 0.04% for the three months ended June 30, 2007 to 0.45% for the three months ended June 30,
2008. Net charge-offs as a percentage of average loans were 0.57% for the year ended December 31,
2007. Within the Bank, YTD net charge-offs as a percentage of average loans increased from 0.01%
for the three months ended June 30, 2007 to 0.42% for the same period in 2008. Net charge-offs
within the Bank as a percentage of average loans were 0.50% for the year ended December 31, 2007.
YTD net charge-offs in Superior Financial for the six months ended June 30, 2008 were $192 compared
to net charge-offs of $172 for the year ended December 31, 2007. YTD net charge-offs in GCB
Acceptance for the six months ended June 30, 2008 were $610 compared to net charge-offs of $1,331
for the year ended December 31, 2007.
Management believes that credit quality indicators will be driven by the current economic
environment and the resiliency of residential real estate markets. Management continually evaluates
the existing portfolio in light of loan concentrations, current general economic conditions and
economic trends. Management believes these evaluations strongly suggest an economic slowdown in
the Companys markets has and will continue to occur throughout 2008. Based on its evaluation of
the allowance for loan loss calculation and review of the loan portfolio, management believes the
allowance for loan losses is adequate at June 30, 2008. However, the provision for loan losses
could increase for the entire year of 2008, as compared to 2007 if the general economic conditions
continue to deteriorate or the residential real estate market in Nashville or Knoxville, Tennessee
deteriorate beyond managements current expectations.
Noninterest Income. Fee income, unrelated to interest-earning assets, consisting primarily of
service charges, commissions and fees, has become an important component to the Companys total
revenue stream.
Total noninterest income for the three and six months ended June 30, 2008 was $8,112 and
$15,418 as compared to $6,483 and $11,882 for the same period in 2007. Service charges, commissions
and fees remain the largest component of total noninterest income and increased from $5,395 and
$9,684 for the three and six months ended June 30, 2007 to $6,787 and $13,014, respectively, for
the same period in 2008. This increase primarily reflects additional service charges and NSF fees
from deposit-related products stemming primarily from the continued increased volume due to the
Banks High Performance Checking Program introduced in the first quarter of 2005 and the CVBG
acquisition in the second quarter of 2007. The Company believes that noninterest income will
continue to improve over the remainder of 2008 with the introduction of this program in the former
Cumberland Bank branches during the third quarter of 2007. In addition, other noninterest income
increased by $237 and $206 to $1,325 and $2,404 for the three and six months ended June 30, 2008,
respectively, from $1,088 and $2,198 for the same periods in 2007. The increase is primarily
attributable to increased fees from the sale of mutual funds and annuities.
Noninterest Expense. Control of noninterest expense is a critical aspect in enhancing income.
Noninterest expense includes personnel, occupancy, and other expenses such as write-downs on OREO,
data processing, printing and supplies, legal and professional fees, postage, Federal Deposit
Insurance Corporation assessment, etc. Total noninterest expense was $20,140 and $39,701 for the
three and six months ended June 30, 2008, respectively, compared to $16,709 and $30,751 for the
same period in 2007. The $3,431, or 21%, increase in total noninterest
expense for the three months ended June 30, 2008 compared to the same period of 2007
principally reflects increases in all expense categories primarily as a result of layering-on the
normal operating costs associated with the acquisition of CVBG during the second quarter of 2007
and the previously mentioned OREO write-downs of $1,185 during the second quarter of 2008.
23
Personnel costs are the largest single component of the Companys noninterest expenses. For
the three and six months ended June 30, 2008, salaries and benefits represented $9,256, or 46%, and
$19,104, or 48%, respectively, of total noninterest expense. This was an increase of $784, or 9%,
and $3,174, or 20%, respectively, from the $8,472 and $15,930 for the three and six months ended
June 30, 2007. Including Bank branches and non-bank office locations, and reflecting the impact of
the CVBG acquisition, the Company had 76 locations at June 30, 2008 and December 31, 2007, as
compared to 73 at June 30, 2007, and the number of full-time equivalent employees increased 8% from
739 at June 30, 2007 to 795 at June 30, 2008. These increases in personnel costs are primarily the
result of the CVBG acquisition and the increase in the number of de-novo branches and related staff
during the third and fourth quarters of 2007.
The Companys efficiency ratio increased from 57.33% at June 30, 2007 to 61.14% at June 30,
2008. The efficiency ratio illustrates how much it cost the Company to generate revenue; for
example, it cost the Company 61.14 cents to generate one dollar of revenue for the six months ended
June 30, 2008.
Income Taxes. The effective income tax rate for the three and six months ended June 30, 2008
was 26.79% and 35.16%, respectively, compared to 38.10% and 38.50% for the same period in 2007. The
decrease in the effective rate for the current year is primarily attributable to the increased
level of earnings in the current year over the prior year relating to holdings of tax exempt
securities and bank-owned life insurance acquired in the CVBG acquisition during the second quarter
of 2007.
Changes in Financial Condition
Total assets at June 30, 2008 were $3,018,536, an increase of $70,795, or 2%, from December
31, 2007. The increase in assets was primarily reflective of the $34,335, or 100%, increase in
federal funds sold and the 41,105, or 17%, increase in securities available for sale.
Non-performing loans include non-accrual loans and loans 90 or more days past due. All loans
that are 90 days past due are considered non-accrual unless they are adequately secured and there
is reasonable assurance of full collection of principal and interest. Non-accrual loans that are
120 days past due without assurance of repayment are charged off against the allowance for loan
losses. Nonaccrual loans and loans past due 90 days totaled $40,580 at June 30, 2008 an increase of
$8,502 from December 31, 2007. At June 30, 2008, the ratio of the Companys allowance for loan
losses to non-performing loans (which include non-accrual loans) was 87.11%.
The Company maintains an investment portfolio to provide liquidity and earnings. Investments
at June 30, 2008 with an amortized cost of $277,654 had a market value of $277,320. At year-end
2007, investments with an amortized cost of $234,098 had a market value of $236,553.
Liquidity and Capital Resources
Liquidity. Liquidity refers to the ability or the financial flexibility to manage future cash
flows to meet the needs of depositors and borrowers and fund operations. During the quarter ended
June 30, 2008 the Company reduced its reliance on borrowed funds as deposit levels improved and
invested the excess liquidity in federal funds sold and available for sale securities. Maintaining
appropriate levels of liquidity allows the Company to have sufficient funds available for reserve
requirements, customer demand for loans, withdrawal of deposit balances and maturities of deposits
and other liabilities. The Companys liquid assets include cash and due from banks, federal funds
sold, investment securities and loans held for sale. Including securities pledged to collateralize
municipal deposits, these assets represented 14% of the total liquidity base at June 30, 2008 and
December 31, 2007, respectively. The liquidity base is generally defined to include deposits,
repurchase agreements, notes payable and subordinated debentures. The Company maintains borrowing
availability with the Federal Home Loan Bank of Cincinnati (FHLB), which was fully utilized at
June 30, 2008 in order to better optimize its funding costs. The Company also maintains federal
funds lines of credit totaling $166,000 at eight correspondent banks, of which $166,000 was
available at June 30, 2008. The Company believes it has sufficient liquidity to satisfy its current
operating needs.
24
For the six months ended June 30, 2008, operating activities of the Company provided $12,765
of cash flows. Net income of $8,640 comprised a substantial portion of the cash generated from
operations. Cash flows from operating activities were also positively affected by various non-cash
items, including (i) $11,907 in provision for loan losses, (ii) $3,509 of depreciation and
amortization and (iii) $6,482 increase in other assets. This was offset in part by a decrease of
$15,748 in accrued interest payable and other liabilities and a deferred tax benefit of $1,095.
The Companys purchase of $80,644 in investment securities available for sale was the primary
component of the $63,549 used in investing activities for the six months ended June 30, 2008. In
addition the Companys net increase in loans used $28,255 in cash flows. This was offset by (i)
$32,726 in proceeds from the maturities of investment securities available for sale, and (ii)
$11,498 in proceeds from the sale of other real estate. Purchases of fixed asset additions used
$2,949 in cash flows.
The net increase in deposits of $274,157 was the primary source of cash flows provided in
financing activities This was offset by the net decrease in federal funds purchased and
repurchase agreements of $102,884 and net repayments of FHLB advances and notes payable of $88,681.
In addition, dividends paid in the amount of $3,380 further increased the total net cash used in
financing activities.
Capital Resources. The Companys capital position is reflected in its shareholders equity,
subject to certain adjustments for regulatory purposes. Shareholders equity, or capital, is a
measure of the Companys net worth, soundness and viability. The Company continues to exhibit a
strong capital position while consistently paying dividends to its shareholders. Further, the
capital base of the Company allows it to take advantage of business opportunities while maintaining
the level of resources deemed appropriate by management of the Company to address business risks
inherent in the Companys daily operations.
Shareholders equity on June 30, 2008 was $326,427, an increase of $3,950, or 1%, from
$322,477 on December 31, 2007. The increase in shareholders equity primarily reflects net income
for the six months ended June 30, 2008 of $8,640 ($0.67 per share). This increase was offset by
quarterly dividend payments during the six months ended June 30, 2008 totaling $3,380 ($0.26 per
share) and the cumulative change of $1,709 in unrealized losses, net of reclassification and taxes,
on available for sale securities.
On September 18, 2002 the Company announced that its Board of Directors had authorized the
repurchase of up to $2,000 of the Companys outstanding shares of common stock beginning in October
2002. The repurchase plan has been renewed by the Board of Directors annually thereafter and will
terminate on the earlier to occur of the Companys repurchase of the total authorized dollar amount
or December 31, 2008. The repurchase plan is dependent upon market conditions and there is no
guarantee as to the exact number of shares to be repurchased by the Company. To date, the Company
has purchased 25,700 shares at an aggregate cost of approximately $538 under this program.
The Companys primary source of liquidity is dividends paid by the Bank. Applicable Tennessee
statutes and regulations impose restrictions on the amount of dividends that may be declared by the
Bank. Further, any dividend payments are subject to the continuing ability of the Bank to maintain
its compliance with minimum federal regulatory capital requirements and to retain its
characterization under federal regulations as a well-capitalized institution.
25
Risk-based capital regulations adopted by the Board of Governors of the Federal Reserve Board
(FRB) and the Federal Deposit Insurance Corporation (the FDIC) require bank holding companies
and banks, respectively, to achieve and maintain specified ratios of capital to risk-weighted
assets. The risk-based capital rules are designed to measure Tier 1 Capital and Total Capital in
relation to the credit risk of both on- and off-balance sheet items. Under the guidelines, one of
four risk weights is applied to the different on-balance sheet items. Off-balance sheet items,
such as loan commitments, are also subject to risk-weighting after conversion to balance sheet
equivalent amounts. All bank holding companies and banks must maintain a minimum total capital to
total risk-weighted assets ratio of 8.00%, at least half of which must be in the form of core, or
Tier 1, capital (consisting of common equity, retained earnings, and a limited amount of qualifying
perpetual preferred stock and trust preferred securities, net of goodwill and other intangible
assets and accumulated other comprehensive income). These guidelines also specify that bank
holding companies that are experiencing internal growth or making acquisitions will be expected to
maintain strong capital positions substantially above the minimum supervisory levels. At June 30,
2008, the Bank and the Company each satisfied their respective minimum regulatory capital
requirements, and the Bank was well-capitalized within the meaning of federal regulatory requirements. The
table below sets forth the capital position of the Bank and the Company at June 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Required |
|
|
Required |
|
|
|
|
|
|
|
|
|
Minimum |
|
|
to be |
|
|
|
|
|
|
|
|
|
Ratio |
|
|
Well Capitalized |
|
|
Bank |
|
|
Company |
|
Tier 1 risk-based
capital |
|
|
4.00 |
% |
|
|
6.00 |
% |
|
|
10.24 |
% |
|
|
10.51 |
% |
Total risk-based capital |
|
|
8.00 |
% |
|
|
10.00 |
% |
|
|
11.49 |
% |
|
|
11.76 |
% |
Leverage Ratio |
|
|
4.00 |
% |
|
|
5.00 |
% |
|
|
8.94 |
% |
|
|
9.21 |
% |
The FRB has recently issued regulations which will allow continued inclusion of outstanding
and prospective issuances of trust preferred securities as Tier 1 capital subject to stricter
quantitative and qualitative limits than allowed under prior regulations. The new limits will
phase in over a five-year transition period and would permit the Companys trust preferred
securities to continue to be treated as Tier 1 capital.
Off-Balance Sheet Arrangements
At June 30, 2008, the Company had outstanding unused lines of credit and standby letters of
credit totaling $584,557 and unfunded loan commitments outstanding of $21,590. Because these
commitments generally have fixed expiration dates and most will expire without being drawn upon,
the total commitment level does not necessarily represent future cash requirements. If needed to
fund these outstanding commitments, the Company has the ability to liquidate Federal funds sold or
securities available-for-sale or, on a short-term basis, to borrow any then available amounts from
the FHLB and/or purchase Federal funds from other financial institutions. At June 30, 2008, the
Company had accommodations with upstream correspondent banks for unsecured Federal funds lines of
$166,000. These accommodations have various covenants related to their term and availability, and
in most cases must be repaid within less than a month. The following table presents additional
information about the Companys off-balance sheet commitments as of June 30, 2008, which by their
terms have contractual maturity dates subsequent to June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
More than 5 |
|
|
|
|
|
|
Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
Years |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to make loans fixed |
|
$ |
6,940 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
6,940 |
|
Commitments to make loans
variable |
|
|
14,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,650 |
|
Unused lines of credit |
|
|
318,906 |
|
|
|
113,543 |
|
|
|
11,908 |
|
|
|
87,778 |
|
|
|
532,135 |
|
Letters of credit |
|
|
35,729 |
|
|
|
1,027 |
|
|
|
8,772 |
|
|
|
6,894 |
|
|
|
52,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
376,225 |
|
|
$ |
114,570 |
|
|
$ |
20,680 |
|
|
$ |
94,672 |
|
|
$ |
606,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Disclosure of Contractual Obligations
In the ordinary course of operations, the Company enters into certain contractual obligations.
Such obligations include the funding of operations through debt issuances as well as leases for
premises and equipment. The following table summarizes the Companys significant fixed and
determinable contractual obligations as of June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 |
|
|
|
|
|
|
|
|
|
|
More than 5 |
|
|
|
|
|
|
Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
Years |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposits |
|
$ |
1,336,045 |
|
|
$ |
79,781 |
|
|
$ |
7,178 |
|
|
$ |
4,800 |
|
|
$ |
1,427,804 |
|
Repurchase agreements |
|
|
91,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,641 |
|
FHLB advances and notes payable |
|
|
453 |
|
|
|
67,392 |
|
|
|
80,975 |
|
|
|
81,190 |
|
|
|
230,010 |
|
Subordinated debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,662 |
|
|
|
88,662 |
|
Operating lease obligations |
|
|
1,119 |
|
|
|
1,610 |
|
|
|
1,304 |
|
|
|
1,181 |
|
|
|
5,214 |
|
Deferred compensation |
|
|
1,975 |
|
|
|
|
|
|
|
|
|
|
|
1,846 |
|
|
|
3,821 |
|
Purchase obligations |
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,431,464 |
|
|
$ |
148,783 |
|
|
$ |
89,457 |
|
|
$ |
177,679 |
|
|
$ |
1,847,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additionally, the Company routinely enters into contracts for services. These contracts may
require payment for services to be provided in the future and may also contain penalty clauses for
early termination of the contract. Management is not aware of any additional commitments or
contingent liabilities which may have a material adverse impact on the liquidity or capital
resources of the Company.
Effect of New Accounting Standards
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R),
Business Combinations and SFAS No. 160, Accounting and Reporting of Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51. These new standards will
significantly change the accounting for and reporting of business combination transactions and
noncontrolling (minority) interests in consolidated financial statements. SFAS Nos. 141(R) and 160
are required to be adopted simultaneously and are effective for the first annual reporting period
beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently
evaluating the impact of adopting SFAS Nos. 141(R) and 160 on our consolidated financial
statements.
In December 2007, the FASB issued SFAS No. 133 Accounting for Derivative Instruments and
Hedging Activities (SFAS 133), Implementation Issue No. E23, Hedging General: Issues
Involving the Application of the Shortcut Method under Paragraph 68 (Issue E23). Issue E23
amends SFAS 133 to explicitly permit use of the shortcut method for hedging relationships in which
interest rate swaps have nonzero fair value at the inception of the hedging relationship, provided
certain conditions are met. Issue E23 was effective for hedging relationships designated on or
after January 1, 2008. The implementation of this guidance did not have a material impact on our
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 expands
quarterly disclosure requirements in SFAS 133 about an entitys derivative instruments and hedging
activities. SFAS 161 is effective for fiscal years beginning after November 15, 2008. The Company
is currently assessing the impact of SFAS 161 on its consolidated financial position and results of
operations.
In November 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings (SAB 109).
SAB 109 expresses the current view of the staff that the expected net future cash flows related to
the associated servicing of the loan should be included in the measurement of all written loan
commitments that are accounted for at fair value through earnings. SEC registrants are expected to
apply the views in Question 1 of SAB 109 on a prospective basis to derivative loan commitments
issued or modified in fiscal quarters beginning after December 15, 2007. The implementation of this
guidance did not have a material impact on the Companys consolidated financial statements.
In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of
Intangible Assets. This FSP amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and Other Intangible Assets (SFAS 142). The objective of this FSP is to improve
the consistency between the useful life of a recognized intangible asset under SFAS 142 and the
period of expected cash flows used to measure the fair value of the asset under SFAS 141(R), and
other U.S. Generally Accepted Accounting Principles (GAAP). This FSP applies to all intangible
assets, whether acquired in a business combination or otherwise and shall be effective for
financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years and applied prospectively to intangible assets acquired after the
effective date. Early adoption is prohibited. We have evaluated the new statement and have
determined that it will not have a significant impact on the determination or reporting of our
financial results.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II, Item 7A of the 2007 10-K is incorporated in this item of this Quarterly Report by
this reference. There have been no material changes in the quantitative and qualitative market
risks of the Company since December 31, 2007.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Companys management, with the participation of the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures
(as defined in Rule 13a-15(e) and 15d-15(f) promulgated under the Securities Exchange Act of 1934
(the Exchange Act) as of the end of the period covered by this report. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30,
2008, the Companys disclosure controls and procedures were effective for the purposes set forth in
the definition thereof in Exchange Act
Rule 13a-15(e).
Internal Control Over Financial Reporting
There have been no changes in the Companys internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)) during the quarter ended June 30, 2008 that have materially
affected, or are reasonably likely to materially affect, the Companys internal control over
financial reporting.
28
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are subject to claims and suits arising in the
ordinary course of business. In the opinion of management, the ultimate resolution
of these pending claims and legal proceedings will not have a material adverse
effect on the Companys results of operations.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in
Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December
31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company made no unregistered sales of its equity securities or repurchases of
its common stock during the quarter ended June 30, 2008.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
|
(a) |
|
The annual meeting of shareholders (the Annual Meeting) of the Company was
held on April 29, 2008. In addition to the election of directors, the proposals
described in section (c) below were considered by shareholders at the Annual Meeting. |
|
(b) |
|
Proxies for the Annual Meeting were solicited in accordance with Regulation 14
of the Exchange Act; there was no solicitation in opposition to managements nominees
and all of managements nominees were elected. Each director is elected to serve for a
3-year term and until his or her successor is elected and qualified. Accordingly, in
section (c) below, the Company has reported the voting results only with respect to
those directors who were voted on at the Annual Meeting. |
|
(c) |
|
The following sets forth the results of voting on each matter at the Annual
Meeting: |
Proposal 1 Election of directors
|
|
|
|
|
|
|
|
|
|
|
Votes |
|
|
Votes |
|
|
|
For |
|
|
Withheld |
|
Bruce Campbell |
|
|
8,148,088 |
|
|
|
1,221,769 |
|
Samuel E. Lynch |
|
|
9,299,953 |
|
|
|
69,904 |
|
R. Stan Puckett |
|
|
9,209,999 |
|
|
|
159,858 |
|
John Tolsma |
|
|
8,150,219 |
|
|
|
1,219,639 |
|
29
Proposal 2 To approve the selection of Dixon Hughes PLLC as the
Companys independent registered public accounting firm for 2008
|
|
|
|
|
|
|
|
|
|
|
|
Votes |
|
Votes |
|
|
|
|
|
|
Broker |
For |
|
Against |
|
|
Abstentions |
|
|
Non-Votes |
|
|
|
|
|
|
|
|
|
|
|
|
9,006,966 |
|
|
9,772 |
|
|
|
353,120 |
|
|
|
9,772 |
Item 5. Other Information
None
Item 6. Exhibits
See Exhibit Index immediately following the signature page hereto.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Green Bankshares, Inc.
Registrant
|
|
Date: August 8, 2008 |
By |
/s/ James E. Adams
|
|
|
|
James E. Adams |
|
|
|
Executive Vice President, Chief Financial
Officer and Assistant Secretary |
|
31
EXHIBIT INDEX
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
|
|
31.1 |
|
|
Chief Executive Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
|
|
|
|
|
|
31.2 |
|
|
Chief Financial Officer Certification Pursuant to Rule 13a-14(a)/15d-14(a) |
|
|
|
|
|
|
32.1 |
|
|
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
32.2 |
|
|
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |