Form 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
     
o   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. LOGO)
GREEN BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
     
Tennessee   62-1222567
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
100 North Main Street, Greeneville, Tennessee   37743-4992
     
(Address of principle executive offices)   (Zip Code)
Registrant’s 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o 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.
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
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 May 7, 2010, the number of shares outstanding of the issuer’s common stock was: 13,192,875.
 
 

 

 


 

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:
         
    2  
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
 Exhibit 10.1
 Exhibit 10.2
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

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GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2010 and December 31, 2009
(Amounts in thousands, except share and per share data)
                 
    (Unaudited)        
    March 31,     December 31,  
    2010     2009*  
ASSETS
               
Cash and due from banks
  $ 176,469     $ 206,701  
Federal funds sold
    1,072       3,793  
 
           
Cash and cash equivalents
    177,541       210,494  
Interest earning deposits in other banks
    11,000       11,000  
Securities available for sale
    173,716       147,724  
Securities held to maturity (with a market value of $628 and $638)
    616       626  
Loans held for sale
    590       1,533  
Loans, net of unearned interest
    1,994,039       2,043,807  
Allowance for loan losses
    (50,167 )     (50,161 )
Other real estate owned and repossessed assets
    71,746       57,168  
Premises and equipment, net
    81,204       81,818  
FHLB and other stock, at cost
    12,734       12,734  
Cash surrender value of life insurance
    30,542       30,277  
Core deposit and other intangibles
    8,684       9,335  
Deferred tax asset
    13,277       13,600  
Other assets
    44,210       49,184  
 
           
 
               
Total assets
  $ 2,569,732     $ 2,619,139  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Liabilities
               
Non-interest bearing deposits
  $ 166,369     $ 177,602  
Interest bearing deposits
    1,870,097       1,899,910  
Brokered deposits
    1,399       6,584  
 
           
Total deposits
    2,037,865       2,084,096  
 
               
Repurchase agreements
    23,830       24,449  
FHLB advances and notes payable
    171,919       171,999  
Subordinated debentures
    88,662       88,662  
Accrued interest payable and other liabilities
    17,267       23,164  
 
           
Total liabilities
  $ 2,339,543     $ 2,392,370  
 
           
 
               
Shareholders’ equity
               
Preferred stock: no par, 1,000,000 shares authorized, 72,278 shares outstanding
  $ 67,081     $ 66,735  
Common stock: $2 par, 20,000,000 shares authorized, 13,192,875 and 13,171,474 shares outstanding
    26,386       26,343  
Common stock warrants
    6,934       6,934  
Additional paid-in capital
    188,423       188,310  
Retained earnings (deficit)
    (59,794 )     (61,742 )
Accumulated other comprehensive income
    1,159       189  
 
           
Total shareholders’ equity
    230,189       226,769  
 
           
 
               
Total liabilities and shareholders’ equity
  $ 2,569,732     $ 2,619,139  
 
           
     
*  
Derived from the audited consolidated balance sheet, as filed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
See notes to condensed consolidated financial statements.

 

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GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2010 and 2009
(Amounts in thousands, except share and per share data)
                 
    Three Months Ended  
    March 31,  
    2010     2009  
    (Unaudited)  
Interest income
               
Interest and fees on loans
  $ 30,060     $ 32,645  
Taxable securities
    1,288       2,220  
Nontaxable securities
    312       320  
FHLB and other stock
    138       150  
Federal funds sold and other
    94       45  
 
           
Total interest income
    31,892       35,380  
 
           
 
               
Interest expense
               
Deposits
    8,061       12,653  
Federal funds purchased and repurchase agreements
    6       9  
FHLB advances and notes payable
    1,694       2,443  
Subordinated debentures
    472       846  
 
           
Total interest expense
    10,233       15,951  
 
           
 
               
Net interest income
    21,659       19,429  
 
               
Provision for loan losses
    3,889       985  
 
           
 
               
Net interest income after provision for loan losses
    17,770       18,444  
 
           
 
               
Non-interest income
               
Service charges on deposit accounts
    5,940       5,356  
Other charges and fees
    356       449  
Trust and investment services income
    582       388  
Mortgage banking income
    118       55  
Other income
    690       695  
 
           
Total non-interest income
    7,686       6,943  
 
           
 
               
Non-interest expense
               
Employee compensation
    7,665       7,692  
Employee benefits
    977       1,295  
Occupancy expense
    1,699       1,787  
Equipment expense
    708       742  
Computer hardware/software expense
    824       637  
Professional services
    607       529  
Advertising
    598       64  
OREO maintenance expense
    445       143  
Collection and repossession expense
    1,287       298  
Loss on OREO and repossessed assets
    509       81  
FDIC Insurance
    851       700  
Core deposit and other intangibles amortization
    651       804  
Other expenses
    3,725       3,059  
 
           
Total non-interest expenses
    20,546       17,831  
 
           
 
               
Income before income taxes
    4,910       7,556  
 
               
Provision for income taxes
    1,714       2,776  
 
           
 
               
Net income
  $ 3,196     $ 4,780  
 
               
Preferred stock dividends and accretion of discount
    1,250       1,232  
 
           
 
               
Net income available to common shareholders
  $ 1,946     $ 3,548  
 
           
 
               
Per share of common stock:
               
Basic earnings
  $ 0.15     $ 0.27  
 
           
Diluted earnings
    0.15       0.27  
 
           
Dividends
          0.13  
 
           
 
               
Weighted average shares outstanding:
               
Basic
    13,082,347       13,062,881  
 
           
Diluted
    13,172,727       13,141,840  
 
           
See notes to condensed consolidated financial statements.

 

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GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Three Months Ended March 31, 2010
(Unaudited)
(Amounts in thousands, except share and per share data)
                                                                 
                            Warrants                     Accumulated        
                            For     Additional     Retained     Other     Total  
    Preferred     Common Stock     Common     Paid-in     Earnings     Comprehensive     Shareholders’  
    Stock     Shares     Amount     Stock     Capital     (Deficit)     Income     Equity  
Balance, December 31, 2009
  $ 66,735       13,171,474     $ 26,343     $ 6,934     $ 188,310     $ (61,742 )   $ 189     $ 226,769  
 
                                                               
Preferred stock transactions:
                                                               
Accretion of preferred stock discount
    346                               (346 )            
Preferred stock dividends
                                  (902 )           (902 )
Common stock transactions:
                                                               
Issuance of restricted common shares
          21,401       43             (43 )                  
Compensation expense:
                                                               
Stock options
                            76                   76  
Restricted stock
                            80                   80  
Comprehensive income:
                                                               
Net income
                                  3,196             3,196  
Change in unrealized gains, net of reclassification and taxes
                                        970       970  
 
                                               
Total comprehensive income
                                                            4,166  
 
                                                             
 
                                                               
Balance, March 31, 2010
  $ 67,081       13,192,875     $ 26,386     $ 6,934     $ 188,423     $ (59,794 )   $ 1,159     $ 230,189  
 
                                               
See notes to condensed consolidated financial statements.

 

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GREEN BANKSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010 and 2009
(Amounts in thousands, except share and per share data)
                 
    March 31,     March 31,  
    2010     2009  
    (Unaudited)  
 
               
Cash flows from operating activities
               
Net income
  $ 3,196     $ 4,780  
Adjustments to reconcile net income to net cash provided by operating Activities
               
Provision for loan losses
    3,889       985  
Depreciation and amortization
    1,828       1,893  
Security amortization and accretion, net
    59       16  
Net gain on sale of mortgage loans
    (110 )     (36 )
Originations of mortgage loans held for sale
    (8,741 )     (6,076 )
Proceeds from sales of mortgage loans
    9,794       5,959  
Increase in cash surrender value of life insurance
    (265 )     (305 )
Net (gains) losses from sales of fixed assets
    3       (3 )
Stock-based compensation expense
    156       169  
Net loss on other real estate and repossessed assets
    509       81  
Deferred tax benefit
    (303 )     (288 )
Net changes:
               
Other assets
    4,970       7,147  
Accrued interest payable and other liabilities
    (5,895 )     (2,430 )
 
           
Net cash provided by operating activities
    9,090       11,892  
 
               
Cash flows from investing activities
               
Purchase of securities available for sale
    (51,525 )     (29,813 )
Proceeds from maturities of securities available for sale
    27,072       41,550  
Proceeds from maturities of securities held to maturity
    10       10  
Net change in loans
    28,763       (1,686 )
Proceeds from sale of other real estate
    2,368       12,126  
Improvements to other real estate
    (332 )      
Proceeds from sale of fixed assets
          3  
Premises and equipment expenditures
    (566 )     (2,370 )
 
           
Net cash provided by investing activities
    5,790       19,820  
 
               
Cash flows from financing activities
               
Net change in core deposits
    (41,046 )     49,374  
Net change in brokered deposits
    (5,185 )     (195,001 )
Net change in repurchase agreements
    (619 )     (4,284 )
Repayments of FHLB advances and notes payable
    (80 )     (96 )
Preferred stock dividends paid
    (903 )     (522 )
Common stock dividends paid
          (1,710 )
 
           
Net cash (used) in financing activities
    (47,833 )     (152,239 )
 
           
 
               
Net change in cash and cash equivalents
    (32,953 )     (120,527 )
 
               
Cash and cash equivalents, beginning of period
    210,494       198,358  
 
           
 
               
Cash and cash equivalents, end of period
  $ 177,541     $ 77,831  
 
           
 
               
Supplemental disclosures — cash and noncash
               
Interest paid
  $ 10,523     $ 18,313  
Loans converted to other real estate
    18,540       16,158  
Unrealized gain on available for sale securities, net of tax
    970       888  
See notes to condensed consolidated financial statements.

 

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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
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 months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Certain amounts from prior period financial statements have been reclassified to conform to the current year’s presentation.
NOTE 2 — SECURITIES
Securities are summarized as follows:
                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
 
                               
Available for Sale
                               
March 31, 2010
                               
U.S. government agencies
  $ 69,049     $ 327     $ (308 )   $ 69,068  
States and political subdivisions
    31,831       961       (435 )     32,357  
Collateralized mortgage obligations
    52,892       1,627       (490 )     54,029  
Mortgage-backed securities
    15,949       398       (1 )     16,346  
Trust preferred securities
    2,088             (172 )     1,916  
 
                       
 
                               
 
  $ 171,809     $ 3,313     $ (1,406 )   $ 173,716  
 
                       
 
                               
December 31, 2009
                               
U.S. government agencies
  $ 52,937     $ 99     $ (988 )   $ 52,048  
States and political subdivisions
    31,764       877       (449 )     32,192  
Collateralized mortgage obligations
    44,018       1,281       (622 )     44,677  
Mortgage-backed securities
    16,607       291       (6 )     16,892  
Trust preferred securities
    2,088             (173 )     1,915  
 
                       
 
                               
 
  $ 147,414     $ 2,548     $ (2,238 )   $ 147,724  
 
                       
 
                               
Held to Maturity
                               
March 31, 2010
                               
States and political subdivisions
  $ 251     $ 5     $     $ 256  
Other securities
    365       7             372  
 
                       
 
                               
 
  $ 616     $ 12     $     $ 628  
 
                       
 
                               
December 31, 2009
                               
States and political subdivisions
  $ 251     $ 4     $     $ 255  
Other securities
    375       8             383  
 
                       
 
                               
 
  $ 626     $ 12     $     $ 638  
 
                       

 

(Continued)

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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 2 — SECURITIES (Continued)
Contractual maturities of securities at March 31, 2010 are shown below. Securities not due at a single maturity date, collateralized mortgage obligations and mortgage-backed securities are shown separately.
                         
    Available for Sale     Held to Maturity  
    Fair     Carrying     Fair  
    Value     Amount     Value  
 
                       
Due in one year or less
  $     $ 451     $ 460  
Due after one year through five years
    6,833       165       168  
Due after five years through ten years
    52,312              
Due after ten years
    44,197              
Collateralized mortgage obligations
    54,028              
Mortgage-backed securities
    16,346              
 
                 
 
                       
Total maturities
  $ 173,716     $ 616     $ 628  
 
                 
There were no gross gains or (losses) for the three month periods ended March 31, 2010 and 2009, respectively.
Securities with a carrying value of $141,567 and $125,005 at March 31, 2010 and December 31, 2009, respectively, were pledged for public deposits and securities sold under agreements to repurchase and to the Federal Reserve Bank. The balance of pledged securities in excess of the pledging requirements was $10,546 and $9,135 at March 31, 2010 and December 31, 2009, respectively.
Securities with unrealized losses at March 31, 2010 and December 31, 2009 not recognized in income are as follows:
                                                 
    Less than 12 months     12 months or more     Total  
    Fair     Unrealized     Fair     Unrealized     Fair     Unrealized  
    Value     Loss     Value     Loss     Value     Loss  
March 31, 2010
                                               
U. S. government agencies
  $ 20,715     $ (308 )   $     $     $ 20,715     $ (308 )
States and political subdivisions
    2,109       (13 )     3,417       (422 )     5,526       (435 )
Collateralized mortgage obligations
    7,766       (13 )     3,263       (477 )     11,029       (490 )
Mortgage-backed securities
                10       (1 )     10       (1 )
Trust preferred securities
    1,781       (124 )     135       (48 )     1,916       (172 )
 
                                   
Total temporarily impaired
  $ 32,371     $ (458 )   $ 6,825     $ (948 )   $ 39,196     $ (1,406 )
 
                                   
 
                                               
December 31, 2009
                                               
U. S. government agencies
  $ 40,959     $ (988 )   $     $     $ 40,959     $ (988 )
States and political subdivisions
    2,463       (24 )     3,075       (425 )     5,538       (449 )
Collateralized mortgage obligations
    4,997       (32 )     3,222       (590 )     8,219       (622 )
Mortgage-backed securities
    2,028       (5 )     11       (1 )     2,039       (6 )
Trust preferred securities
    1,783       (122 )     132       (51 )     1,915       (173 )
 
                                   
Total temporarily impaired
  $ 52,230     $ (1,171 )   $ 6,440     $ (1,067 )   $ 58,670     $ (2,238 )
 
                                   

 

(Continued)

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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 2 — SECURITIES (Continued)
The Company reviews its investment portfolio on a quarterly basis judging each investment for other-than-temporary impairment (“OTTI”). Management does not have the intent to sell any of the temporarily impaired investments and believes it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The OTTI analysis focuses on the duration and amount a security is below book value and assesses a calculation for both a credit loss and a non credit loss for each measured security considering the security’s type, performance, underlying collateral, and any current or potential debt rating changes. The OTTI calculation for credit loss is run through the income statement while the non credit loss is reflected in other comprehensive income.
The Company holds a single issue trust preferred security issued by a privately held bank holding company. Based upon available but limited information we have estimated that the likelihood of collecting the security’s principal and interest payments is approximately 50%. In addition, the bank holding company deferred its interest payments beginning in the second quarter of 2009, and we have placed the security on non-accrual. The Federal Reserve Bank of St. Louis entered into an agreement with the bank holding company on October 22, 2009 which was made public on October 30, 2009. Among other provisions of the regulatory agreement, the bank holding company must strengthen its management of operations, strengthen its credit risk management practices, and submit a capital plan. As of March 31, 2010 no other communications between the bank holding company and the FRB of St. Louis have been made public.
The Company valued the security by projecting estimated cash flows given the assumption of collecting approximately 50% of the security’s principal & interest and then discounting the amount back to the present value using a discount rate of 3.50% plus three month LIBOR. As of March 31, 2010, our best estimate for the three month LIBOR over the next twenty-one years (the remaining life of the security) is 3.55%. The difference in the present value and the carrying value of the security was the OTTI credit portion. Due to the illiquid trust preferred market for private issuers and the absence of a credible pricing source, we calculated a 15% illiquidity premium for the security to calculate the OTTI non credit portion. The security is currently booked at a fair value of $638 at March 31, 2010 and during the three months ended March 31, 2010 the Company has not recognized a write-down through non-interest income representing other-than-temporary impairment on the security.
The Company holds a private label class A21 collateralized mortgage obligation that was analyzed with multiple stress scenarios using conservative assumptions for underlying collateral defaults, loss severity, and prepayments. The average principal at risk given the stress scenarios was calculated at 3.9%, and then analyzed using the present value of the future cash flows using the fixed rate of the security of 5.5% as the discount rate. The difference in the present value and the carrying value of the security was the OTTI credit portion. The security is currently booked at a fair value of $2,381 at March 31, 2010 and during the three months ended March 31, 2010 the Company has not recognized a write-down through non-interest income representing other-than-temporary impairment.
The Company holds a private label class 2A1 collateralized mortgage obligation that was analyzed with multiple stress scenarios using conservative assumptions for underlying collateral defaults, loss severity, and prepayments. The average principal at risk given the stress scenarios was calculated at 0.37%, and then analyzed using the present value of the future cash flows using the fixed rate of the security of 5.5% as the discount rate. The difference in the present value and the carrying value of the security was the OTTI credit portion. The security is currently booked at a fair value of $882 at March 31, 2010 and during the three months ended March 31, 2010 the Company has not recognized a write-down through non-interest income representing other-than-temporary impairment.

 

(Continued)

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Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 2 — SECURITIES (Continued)
The following table presents more detail on selective Company security holdings as of March 31, 2010. These details are listed separately due to the inherent level of risk for OTTI on these securities.
                                         
                                    Present  
        Current                           Value  
        Credit   Book     Fair     Unrealized     Discounted  
Description   Cusip#   Rating   Value     Value     Loss     Cash Flow  
 
                                       
Collateralized mortgage obligations
                                       
Wells Fargo — 2007 — 4 A21
  94985RAW2   B3   $ 2,820     $ 2,381     $ (439 )   $ 2,867  
Wells Fargo — 2005 — 5 2A1
  94982MAE6   Ba1     920       882       (38 )     925  
 
                               
 
          $ 3,740     $ 3,263     $ (477 )   $ 3,792  
 
                               
 
                                       
Trust preferred securities
                                       
PreTSL IV
  74040TAD5   Ca     183       135       (48 )     184  
West Tennessee Bancshares, Inc.
  956192AA6   N/A     750       638       (112 )     750  
 
                               
 
          $ 933     $ 773     $ (160 )   $ 934  
 
                               
The following table presents a roll-forward of the cumulative amount of credit losses on the Company’s investment securities that have been recognized through earnings as of March 31, 2010. There where no credit losses on the Company’s investment securities recognized in earnings for the three months ended March 31, 2010:
         
Beginning balance of credit losses at January 1, 2010
  $ 1,678  
Other-than-temporary impairment credit losses
     
 
     
 
       
Ending balance of cumulative credit losses recognized in earnings
  $ 1,678  
 
     

 

(Continued)

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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 3 — LOANS
Loans at March 31, 2010 and December 31, 2009 were as follows:
                 
    March 31,     December 31,  
    2010     2009  
 
 
Commercial real estate
  $ 1,271,094     $ 1,306,398  
Residential real estate
    386,664       392,365  
Commercial
    268,834       274,346  
Consumer
    79,476       83,382  
Other
    2,709       2,117  
Unearned income
    (14,738 )     (14,801 )
 
           
Loans, net of unearned income
  $ 1,994,039     $ 2,043,807  
 
           
 
               
Allowance for loan losses
  $ (50,167 )   $ (50,161 )
 
           
The following table presents the Company’s total loan portfolio based upon the primary purpose of the loan:
                 
    March 31,     December 31,  
    2010     2009  
Speculative 1-4 family residential real estate:
               
Acquisition and development
  $ 182,181     $ 185,087  
Lot warehouse
    55,499       66,104  
Commercial 1-4 family residential
    69,328       70,434  
 
           
Sub-total
    307,008       321,625  
 
           
 
               
Construction:
               
Commercial vacant land
    101,218       101,679  
Commercial construction — non-owner occupied
    156,970       164,887  
Commercial construction — owner occupied
    27,614       28,213  
Consumer residential construction
    14,701       19,073  
 
           
Sub-total
    300,503       313,852  
 
           
 
               
Total speculative and construction
    607,511       635,477  
 
               
Non-owner occupied commercial real estate
    395,638       397,028  
Owner occupied commercial real estate
    249,941       255,819  
Commercial and industrial loans
    272,768       282,493  
Home equity lines of credit
    175,623       170,818  
Consumer mortgages
    184,743       191,332  
Farmland
    24,522       25,117  
Agriculture
    8,844       8,841  
Consumer
    89,187       91,683  
Unearned income
    (14,738 )     (14,801 )
 
           
Loans, net of unearned income
  $ 1,994,039     $ 2,043,807  
 
           

 

(Continued)

10


Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 3 — 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 three months ended March 31, 2010 and twelve months ended December 31, 2009 were as follows:
                 
    March 31,     December 31,  
    2010     2009  
 
               
Balance at beginning of year
  $ 50,161     $ 48,811  
Add (deduct):
               
Provision for loan losses
    3,889       50,246  
Loans charged off
    (4,733 )     (54,890 )
Recoveries of loans charged off
    850       5,994  
 
           
Ending balance
  $ 50,167     $ 50,161  
 
           
                 
    March 31,     December 31,  
    2010     2009  
 
               
Impaired loans were as follows:
               
Loans with no allowance allocated
  $ 86,208     $ 89,292  
Loans with allowance allocated
    22,559       25,946  
Amount of allowance allocated
    5,288       5,737  
 
               
Nonperforming loans were as follows:
               
Loans past due 90 days still on accrual
  $ 149     $ 147  
Nonaccrual loans
    63,471       75,411  
 
           
Total
  $ 63,620     $ 75,558  
 
           

 

(Continued)

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Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 4 — EARNINGS PER SHARE OF COMMON STOCK
Basic earnings per share (“EPS”) of common stock is computed by dividing net income available to common shareholders 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 available to common shareholders by the weighted average number of common shares and potential common shares outstanding during the period. Stock options, warrants and restricted common shares are regarded as potential common shares. Potential common shares are computed using the treasury stock method. For the three months ended March 31, 2010, 1,017,645 options and warrants are excluded from the effect of dilutive securities because they are anti-dilutive; 1,059,947 options are similarly excluded from the effect of dilutive securities for the three months ended March 31, 2009.
The following is a reconciliation of the numerators and denominators used in the basic and diluted earnings per share computations for the three months ended March 31, 2010 and 2009:
                 
    Three Months Ended  
    March 31,  
    2010     2009  
Basic Earnings Per Share
               
 
               
Net income
  $ 3,196     $ 4,780  
Less: preferred stock dividends and accretion of discount on warrants
    1,250       1,232  
 
           
Net income available to common shareholders
  $ 1,946     $ 3,548  
 
           
 
               
Weighted average common shares outstanding
    13,082,347       13,062,881  
 
           
 
               
Basic earnings per share available to common shareholders
  $ 0.15     $ 0.27  
 
           
 
               
Diluted Earnings Per Share
               
 
               
Net income
  $ 3,196     $ 4,780  
Less: preferred stock dividends and accretion of discount on warrants
    1,250       1,232  
 
           
Net income available to common shareholders
  $ 1,946     $ 3,548  
 
           
 
               
Weighted average common shares outstanding
    13,082,347       13,062,881  
 
               
Add: Dilutive effects of assumed conversions of restricted stock and exercises of stock options and warrants
    90,380       78,959  
 
           
 
               
Weighted average common and dilutive potential common shares outstanding
    13,172,727       13,141,840  
 
           
 
               
Diluted earnings per share available to common shareholders
  $ 0.15     $ 0.27  
 
           

 

(Continued)

12


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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 5 — SEGMENT INFORMATION
The Company’s 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 non-interest 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 March 31, 2010   Bank     Segments     Company     Eliminations     Totals  
Net interest income (expense)
  $ 20,068     $ 2,063     $ (472 )   $     $ 21,659  
Provision for loan losses
    3,356       533                   3,889  
Noninterest income
    7,528       371       14       (227 )     7,686  
Noninterest expense
    19,469       1,115       189       (227 )     20,546  
Income tax expense (benefit)
    1,628       309       (223 )           1,714  
 
                             
Segment profit (loss)
    3,143     $ 477     $ (424 )   $     $ 3,196  
 
                             
 
                                       
Segment assets at March 31, 2010
  $ 2,520,503     $ 41,663     $ 7,566     $     $ 2,569,732  
 
                             
                                         
            Other     Holding              
Three months ended March 31, 2009   Bank     Segments     Company     Eliminations     Totals  
Net interest income (expense)
  $ 18,210     $ 2,066     $ (847 )   $     $ 19,429  
Provision for loan losses
    341       644                   985  
Noninterest income
    6,597       449       125       (228 )     6,943  
Noninterest expense
    16,242       1,239       578       (228 )     17,831  
Income tax expense (benefit)
    3,016       247       (487 )           2,776  
 
                             
Segment profit (loss)
    5,208     $ 385     $ (813 )   $     $ 4,780  
 
                             
 
                                       
Segment assets at March 31, 2009
  $ 2,746,937     $ 40,637     $ 8,265     $     $ 2,795,839  
 
                             

 

(Continued)

13


Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 5 — SEGMENT INFORMATION (Continued)
Asset Quality Ratios
                         
As of and for the period ended March 31, 2010   Bank     Other     Total  
 
                       
Nonperforming loans as percentage of total loans, net of unearned income
    3.19 %     1.23 %     3.19 %
Nonperforming assets as a percentage of total assets
    5.25 %     1.37 %     5.27 %
Allowance for loan losses as a percentage of total loans, net of unearned income
    2.36 %     8.13 %     2.52 %
Allowance for loan losses as a percentage of nonperforming loans
    73.98 %     661.74 %     78.85 %
YTD net charge-offs to average total loans, net of unearned income
    0.17 %     1.25 %     0.19 %
                         
As of and for the period ended March 31, 2009   Bank     Other     Total  
 
                       
Nonperforming loans as percentage of total loans, net of unearned income
    4.83 %     2.05 %     4.84 %
Nonperforming assets as a percentage of total assets
    4.31 %     1.98 %     4.34 %
Allowance for loan losses as a percentage of total loans, net of unearned income
    2.05 %     8.09 %     2.19 %
Allowance for loan losses as a percentage of nonperforming loans
    42.41 %     393.66 %     45.16 %
YTD net charge-offs to average total loans, net of unearned income
    0.01 %     1.29 %     0.03 %
                         
As of and for the year ended December 31, 2009   Bank     Other     Total  
 
                       
Nonperforming loans as percentage of total loans, net of unearned income
    3.69 %     1.50 %     3.70 %
Nonperforming assets as a percentage of total assets
    5.04 %     2.02 %     5.07 %
Allowance for loan losses as a percentage of total loans, net of unearned income
    2.30 %     8.05 %     2.45 %
Allowance for loan losses as a percentage of nonperforming loans
    62.29 %     538.31 %     66.39 %
Net charge-offs to average total loans, net of unearned income
    2.15 %     5.88 %     2.25 %
Net charge-offs
                         
    Bank     Other     Total  
 
                       
For the three month period ended March 31, 2010
  $ 3,345     $ 537     $ 3,882  
For the three month period ended March 31, 2009
  $ 214     $ 528     $ 742  
For the year ended December 31, 2009
  $ 46,394     $ 2,502     $ 48,896  

 

(Continued)

14


Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 — FAIR VALUE DISCLOSURES
Fair value is defined 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. Accounting principles generally accepted in the United States of America (“GAAP”), 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 and these securities are classified as Level 1 or Level 2. 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 security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions and are classified as Level 3.
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.

 

(Continued)

15


Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 — FAIR VALUE DISCLOSURES (Continued)
Impaired 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 GAAP. 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 March 31, 2010, 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 GAAP, 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.
Other Real Estate
Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustments to the value are recorded as a component of foreclosed real estate expense. Other real estate is included in Level 3 of the valuation hierarchy.

 

(Continued)

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Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 — FAIR VALUE DISCLOSURES (Continued)
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:
                                         
                            Total Carrying     Assets/Liabilities  
    Fair Value Measurement Using     Amount in     Measured at Fair  
Description   Level 1     Level 2     Level 3     Balance Sheet     Value  
March 31, 2010
                                       
Securities available for sale
                                       
U.S. government agencies
  $     $ 69,068     $     $ 69,068     $ 69,068  
States and political subdivisions
          32,357             32,357       32,357  
Collateralized mortgage obligations
          54,029             54,029       54,029  
Mortgage-backed securities
          16,346             16,346       16,346  
Trust preferred securities
          1,278       638       1,916       1,916  
 
                                       
December 31, 2009
                                       
Securities available for sale
                                       
U.S. government agencies
  $     $ 52,048     $     $ 52,048     $ 52,048  
States and political subdivisions
          32,192             32,192       32,192  
Collateralized mortgage obligations
          44,677             44,677       44,677  
Mortgage-backed securities
          16,892             16,892       16,892  
Trust preferred securities
          1,277       638       1,915       1,915  
Level 3 Valuations
Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.
Currently the Company has one trust preferred security that is considered Level 3. For more information on this security please refer to Note 2 — Securities.

 

(Continued)

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Table of Contents

GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 — FAIR VALUE DISCLOSURES (Continued)
The following table shows a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs.
                 
    March 31,     December 31,  
    2010     2009  
 
               
Beginning balance, January 1, 2010
  $ 638     $  
Total gains or (loss) (realized/unrealized)
               
Included in earnings
          (778 )
Included in other comprehensive income
          (112 )
Paydowns and maturities
           
Transfers into Level 3
          1,528  
 
           
Ending balance, March 31, 2010
  $ 638     $ 638  
 
           
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 GAAP. 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.
                                         
                            Total Carrying     Assets/Liabilities  
    Fair Value Measurement Using     Amount in     Measured at Fair  
Description   Level 1     Level 2     Level 3     Balance Sheet     Value  
March 31, 2010
                                       
Other real estate
  $     $     $ 26,015     $ 26,015     $ 26,015  
Impaired loans
                60,866       60,866       60,866  
 
                             
Total assets at fair value
  $     $     $ 86,881     $ 86,881     $ 86,881  
 
                             
 
                                       
December 31, 2009
                                       
Other real estate
  $     $     $ 23,508     $ 23,508     $ 23,508  
Impaired loans
                57,914       57,914       57,914  
 
                             
Total assets at fair value
  $     $     $ 81,422     $ 81,422     $ 81,422  
 
                             

 

(Continued)

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GREEN BANKSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
Unaudited
(Amounts in thousands, except share and per share data)
NOTE 6 — FAIR VALUE DISCLOSURES (Continued)
The carrying value and estimated fair value of the Company’s financial instruments are as follows at March 31, 2010 and December 31, 2009.
                                 
    March 31,     December 31,  
    2010     2009  
    Carrying     Fair     Carrying     Fair  
    Value     Value     Value     Value  
Financial assets:
                               
Cash and cash equivalents
  $ 188,541     $ 188,541     $ 221,494     $ 221,494  
Securities available for sale
    173,716       173,716       147,724       147,724  
Securities held to maturity
    616       628       626       638  
Loans held for sale
    590       597       1,533       1,552  
Loans, net
    1,943,872       1,903,445       1,993,646       1,950,684  
FHLB and other stock
    12,734       12,734       12,734       12,734  
Cash surrender value of life insurance
    30,542       30,542       30,277       30,277  
Accrued interest receivable
    9,248       9,248       9,130       9,130  
 
                               
Financial liabilities:
                               
Deposit accounts
  $ 2,037,865     $ 2,046,878     $ 2,084,096     $ 2,095,611  
Federal funds purchased and repurchase agreements
    23,830       23,830       24,449       24,449  
FHLB Advances and notes payable
    171,919       179,239       171,999       176,602  
Subordinated debentures
    88,662       70,725       88,662       70,527  
Accrued interest payable
    2,271       2,271       2,561       2,561  
NOTE 7 — SUBSEQUENT EVENTS
Management evaluated subsequent events through the date the financial statements were issued. Material events or transactions occurring after March 31, 2010 but prior to issuance that provided additional evidence about conditions that existed at March 31, 2010 have been recognized in the financial statements for the period ended March 31, 2010. Events or transactions that provided evidence about conditions that did not exist at March 31, 2010 but arose before the financial statements were issued have not been recognized in the financial statements for the period ended March 31, 2010.

 

(Continued)

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ITEM 2.  
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s 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 financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 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 2009 10-K as Part I, Item 1A thereof and (1) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (2) continuation of the historically low short-term interest rate environment; (3) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (4) increased competition with other financial institutions in the markets that the Bank serves; (5) greater than anticipated deterioration or lack of sustained growth in the national or local economies; (6) rapid fluctuations or unanticipated changes in interest rates; (7) the impact of governmental restrictions on entities participating in the Capital Purchase Program of the United States Department of the Treasury; (8) changes in state and federal legislation, regulations or policies applicable to banks or other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy and (9) the loss of key personnel, as well as other factors discussed throughout this document, including, without limitation the factors described under “Critical Accounting Policies and Estimates” on page 22 of this Quarterly Report on Form 10-Q, or from time to time, in the Company’s 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 document’s 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 Company’s 2009 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.
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 March 31, 2010 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 64 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.

 

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On December 23, 2008, we entered into a Securities Purchase Agreement — Standard Terms with the U.S. Department of Treasury ( the “Treasury”), pursuant to which we agreed to issue and sell, and the Treasury agreed to purchase, (i) 72,278 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, and (ii) a ten year warrant to purchase up to 635,504 shares of our common stock, $2.00 par value, at an initial exercise price of $17.06 per share. The warrant was immediately exercisable upon its issuance and will expire on December 23, 2018.
Growth and Business Strategy
The Company expects that over the short term, given the current economic environment, there will be little to no growth until this recessionary environment stabilizes and the economy begins to improve.
Over the intermediate term, defined as over the next 24 to 48 months, we believe our growth from in-market mergers and acquisitions including acquisitions of both entire financial institutions and selected branches of financial institution’s, is expected to continue. De novo branching is also expected to be a method of growth, particularly in high-growth and other demographically-desirable markets.
The Company’s long-term strategic plan outlines 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 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 Saturday and Sunday banking in many of its markets. The Bank also offers free online banking along with its High Performance Checking Program which since its inception has generated a significant number of core transaction accounts.
In addition to the Company’s business model, which is summarized in the paragraphs above and the Company’s Annual Report on Form 10-K, the Company is continuously investigating and analyzing other lines and areas of business. 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’s results of operations for the first quarter ended March 31, 2010, before dividend and related costs associated with the issuance of Preferred Stock to the U.S. Treasury, declined 33% compared to the same period in 2009, reflecting the impact of the recessionary environment which began to subside late in the fourth quarter of 2009 and its effect on the Company’s real estate construction and development segment of its loan portfolio. Net income available to common shareholders, after preferred stock dividends and related costs, decreased by 45% from the first quarter of 2009. The principal reasons for the decline in net income were an increase in loan loss provision expense and higher levels of collection and OREO related costs which were partially offset by a modest improvement in net interest income. Non-interest income rose almost 11% from the same period a year ago primarily as a result of an increase in revenues associated with deposit service charges, investment services income and mortgage banking income. However, non-interest expenses rose by 15% in the first quarter of 2010 versus the same period a year ago driven by higher advertising costs, increased costs associated with the maintenance of repossessed properties (“OREO”), rising costs incurred associated with collection and repossession activities and additional costs incurred in the disposition of OREO properties.

 

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Net charge-offs for the current quarter totaled $3,883 compared with $742 during the first quarter of 2009. The level of net charge-offs has been consistently declining since the second quarter of 2009 when they peaked at $23,281 as the recession was deepening. During the third quarter of 2009, net charge-offs totaled $18,436 and in the fourth quarter of 2009 net charge-offs amounted to $6,437. Non-performing assets were $135,366 at March 31, 2010 compared with $132,726 at year end 2009 and $121,272 at March 31, 2009. During this time period, the Company’s loan loss reserves to outstanding loans increased from 2.19% at March 31, 2009 to 2.52% at March 31, 2010. The Company’s provision for loan losses totaled $3,889 for the three months ended March 31, 2010 compared with $6,402 for the fourth quarter of 2009 and $985 during the first quarter of 2009.
At March 31, 2010, the Company had total consolidated assets of $2,569,732, total consolidated deposits of $2,037,865, total consolidated loans, net of unearned income, of $1,994,039 and total consolidated shareholders’ equity of $230,189. The Company’s annualized return on average common shareholders’ equity for the three months ended March 31, 2010 was 3.43% and its annualized return on average total assets was 0.31%. The Company expects that its total assets and total consolidated loans, net of unearned interest will increase modestly over the latter half of 2010 as economic conditions continue to improve.
Critical Accounting Policies and Estimates
The Company’s 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 Company’s accounting policies and estimates it uses to prepare the consolidated financial statements. In general, management’s 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 management’s calculation, an allowance of $50,167, or 2.52% of total loans, net of unearned income, was an adequate estimate of losses inherent in the loan portfolio as of March 31, 2010. This estimate resulted in a provision for loan losses in the income statement of $3,889 for the three months ended March 31, 2010. If the economic conditions, loan mix and amount of future charge-off percentages 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.

 

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Changes in Results of Operations
Net Income. Net income available to common shareholders for the three months ended March 31, 2010 was $1,946, as compared to $3,548 for the same period in 2009. This decrease of $1,602 from the first quarter of 2009 resulted primarily from the increased provision for loan losses of $2,904 as the Company continued to have elevated loan loss charge-offs and an increase in non-interest expense of $2,715 primarily from the increased expenses related to OREO. These were offset by increases of $2,230 in net interest income and $743 in total non-interest income. First quarter 2010 net interest income totaled $21,659 compared with $19,429 during the year ago period. The increase in net interest income was principally as a result of a widening in the net interest margin as the Company re-priced interest-bearing liabilities in a lower market rate environment while also maintaining a disciplined approach to loan pricing. The net interest margin widened from 3.23% in the first quarter of 2009 to 3.90% for the comparable 2010 quarter. Non-interest income increased by $743 from the first quarter of last year and totaled $7,686 for the 2010 first quarter. The increase was principally the result of a $584 improvement in deposit service charge income driven by the continued success of the Company’s High Performance Checking product and the increased number of net new checking accounts opened. Further contributing to this increase were higher revenues associated with annuity sales in the Company’s Wealth Management Division along with additional mortgage banking income stimulated by the continuance of the U.S. Government’s first-time homeowners buying program. Total non-interest expenses amounted to $20,546 during the quarter compared with $17,831 during the same period last year. The principal expense items driving this increase, compared to the same period a year ago, were higher marketing and advertising costs of $534, rising OREO maintenance costs of $302, increased collection and repossession costs of $989 and greater costs incurred relating to the disposition of OREO of $428.
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 management’s responses to changes in interest rates through asset/liability management. During the three months ended March 31, 2010, net interest income was $21,659, as compared to $19,429 for the same period in 2009, representing an increase of 11%. This increase of $2,230 in net interest income resulted primarily from the increase of the net interest margin driven primarily by the reduction of interest rates on interest-bearing liabilities.
The Company’s average balance for interest-earning assets decreased 8% from $2,462,759 for the three months ended March 31, 2009 to $2,271,550 for the three months ended March 31, 2010. The primary reason for the decline in interest-earning assets was the movement of loans to non-performing assets as the recession continued and the continued pay-downs of loans.
The Company’s average balance for interest-bearing liabilities decreased 5% from $2,271,005 for the three months ended March 31, 2009 to $2,166,499 for the three months ended March 31, 2010 as the Company reduced its reliance on short-term borrowings and brokered deposits while focusing on building core deposit levels throughout its branch network.

 

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The Company’s yield on loans (the largest component of interest-earning assets) increased by 15 basis points from the first quarter of 2009 to the first quarter of 2010 principally due to the establishment of interest rate floors on loans originated since 2008. Approximately one-half of the Company’s loan portfolio is set at variable rates and would have been negatively impacted, if interest rate floors had not been established, as indicated in the table below. The FOMC has maintained interest rates at historically low levels since December 16, 2008.
                         
FOMC Meeting   Beginning     Increase/     Ending  
Date   Rate     Decrease     Rate  
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 %
August 6, 2008
    2.00 %     0.00 %     2.00 %
September 16, 2008
    2.00 %     0.00 %     2.00 %
September 29, 2008
    2.00 %     0.00 %     2.00 %
October 7, 2008
    2.00 %     (0.50 %)     1.50 %
October 29, 2008
    1.50 %     (0.50 %)     1.00 %
December 16, 2008
    1.00 %     (0.75%) – (1.00 %)     0.00% – 0.25 %
January 28, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
March 17, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
April 30, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
June 25, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
August 12, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
September 23, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
November 4, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
December 16, 2009
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
January 27, 2010
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
March 16, 2010
    0.00% – 0.25 %     0.00 %     0.00% – 0.25 %
The Company’s cost of interest-bearing liabilities decreased by 93 basis points from the quarter ended March 31, 2009 to the quarter ended March 31, 2010. The re-pricing characteristics of the Company’s interest-bearing liabilities had been structured to take advantage of the forecasted drop in market rates.

 

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The following table sets forth certain information relating to the Company’s 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  
    March 31,  
    2010     2009  
    Average             Average     Average             Average  
    Balance     Interest     Rate     Balance     Interest     Rate  
Interest-earning assets:
                                               
Loans(1) (2)
  $ 1,954,136     $ 30,080       6.24 %   $ 2,175,543     $ 32,655       6.09 %
Investment securities (2)
    169,020       1,906       4.57 %     216,757       2,862       5.35 %
Other short-term investments
    148,394       94       0.26 %     70,459       45       0.26 %
 
                                   
Total interest-earning assets
  $ 2,271,550     $ 32,080       5.73 %   $ 2,462,759     $ 35,562       5.86 %
 
                                   
Non-interest earning assets
    306,586                       384,013                  
 
                                           
Total assets
  $ 2,578,136                     $ 2,846,772                  
 
                                           
 
                                               
Interest-bearing liabilities:
                                               
Deposits:
                                               
Interest checking, savings and money market
  $ 941,888     $ 2,398       1.03 %   $ 623,708     $ 1,852       1.20 %
Time deposits
    940,388       5,663       2.44 %     1,296,277       10,799       3.38 %
 
                                   
Total interest-bearing deposits
  $ 1,882,276     $ 8,061       1.74 %   $ 1,919,985     $ 12,651       2.67 %
 
                                   
Securities sold under repurchase agreements and short-term borrowings
    23,615       6       0.10 %     33,076       9       0.11 %
Notes payable
    171,946       1,694       4.00 %     229,282       2,445       4.32 %
Subordinated debentures
    88,662       472       2.16 %     88,662       846       3.87 %
 
                                   
Total interest-bearing liabilities
  $ 2,166,499     $ 10,233       1.92 %   $ 2,271,005     $ 15,951       2.85 %
 
                                   
Non-interest bearing liabilities:
                                               
Demand deposits
    163,173                       168,109                  
Other liabilities
    18,098                       22,734                  
 
                                           
Total non-interest bearing liabilities
    181,271                       190,843                  
 
                                           
Total liabilities
    2,347,770                       2,461,848                  
 
                                           
Shareholders’ equity
    230,366                       384,924                  
 
                                           
Total liabilities and shareholders’ equity
  $ 2,578,136                     $ 2,846,772                  
 
                                           
 
                                               
Net interest income
          $ 21,847                     $ 19,611          
 
                                           
 
                                               
Interest rate spread
                    3.81 %                     3.01 %
 
                                           
 
                                               
Net yield on interest-earning assets
                    3.90 %                     3.23 %
 
                                           
     
1  
Average loan balances excluded nonaccrual loans for the periods presented.
 
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.

 

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Provision for Loan Losses. During the three months ended March 31, 2010, loan charge-offs were $4,733 and recoveries of charged-off loans were $850. The Company’s provision for loan losses increased to $3,889 for the three months ended March 31, 2010, as compared to $985 for the same period in 2009. Compared with the fourth quarter of 2009, the provision for loan losses declined by $2,513 as the Company experienced lower loan defaults during the first quarter of 2010 with net loan charge-offs declining from $6,437 in the fourth quarter of 2009 to $3,883 during the first quarter 2010. The Company’s allowance for loan losses increased slightly to $50,167 at March 31, 2010 from $50,161 at December 31, 2009 and the reserve to outstanding loans ratio increased to 2.52% from 2.45% at December 31, 2009 and 2.19% at March 31, 2009. Credit quality ratios had generally declined since September 30, 2007 through the second quarter of 2009, principally as a result of the prolonged deterioration of the residential real estate construction and development market, beginning in the fourth quarter of 2007, in the Company’s urban markets, primarily Nashville and Knoxville. Beginning late in the third quarter of 2009 the Company began to witness economic stabilization beginning to materialize in certain of its major markets with this trend continuing through the first quarter of 2010. Management continually evaluates the Company’s credit policies and procedures for effective risk and control management. The ratio of allowance for loan losses to nonperforming loans was 78.85%, 66.39% and 45.16% at March 31, 2010, December 31, 2009 and March 31, 2009, respectively, and the ratio of nonperforming assets to total assets was 5.27%, 5.07% and 4.34% at March 31, 2010, December 31, 2009 and March 31, 2009, respectively. The ratio of nonperforming loans to total loans, net of unearned interest, was 3.19%, 3.70% and 4.84% at March 31, 2010, December 31, 2009 and March 31, 2009, respectively. Within the Bank, the Company’s largest subsidiary, the ratio of nonperforming assets to total assets was 5.25%, 5.04% and 4.31% at March 31, 2010, December 31, 2009 and March 31, 2009, respectively.
Based on management’s calculation, an allowance of $50,167, or 2.52% of total loans, net of unearned income, was an adequate estimate of losses inherent in the loan portfolio as of March 31, 2010. This estimate resulted in a provision for loan losses in the income statement of $3,889 for the three months ended March 31, 2010. If the economic conditions, loan mix and amount of future charge-off percentages 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 Company’s year-to-date net charge-offs as a percentage of average loans increased from 0.03% (annualized 0.12%) for the three months ended March 31, 2009 to 0.19% (annualized 0.76%) for the three months ended March 31, 2010. Net charge-offs as a percentage of average loans were 2.25% for the year ended December 31, 2009.
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. 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 March 31, 2010. However, the provision for loan losses could further increase for the entire year of 2010 if the general economic conditions continue to weaken or the residential real estate markets in Nashville, Knoxville or the Company’s other markets or the financial conditions of borrowers deteriorate beyond management’s current expectations.
Non-interest Income. Fee income, unrelated to interest-earning assets, consisting primarily of service charges, commissions and fees, is an important component to the Company’s total revenue stream.
Total non-interest income for the three months ended March 31, 2010 was $7,686 as compared to $6,943 for the same period in 2009. Service charges on deposit accounts remain the largest component of total non-interest income and increased from $5,356 for the three months ended March 31, 2009 to $5,940 for the same period in 2010. The Company continues to see solid growth in net new checking account customers due to its High Performance Checking Program, as evidenced by the 4,245 net new accounts opened during the first three months of 2010; however, the service charges and NSF fees associated with this product have increased modestly. The Company believes that as the economy begins to recover, non-interest income will continue to increase given the expansion of its customer base.

 

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Non-interest Expense. Control of non-interest expense is a critical aspect in enhancing income. Non-interest 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 (“FDIC”) assessment, etc. Total non-interest expense was $20,546 for the three months ended March 31, 2010 compared to $17,831 for the same period in 2009. The $2,715 increase in total non-interest expense for the three months ended March 31, 2010 compared to the same period of 2009 was principally the result of higher OREO related costs and other expenses related to collection efforts, including professional services fees.
Personnel costs are the primary element of the Company’s recurring non-interest expenses. For the three months ended March 31, 2010, employee compensation and benefits represented $8,642, or 42% of total non-interest expense. This was a decrease of $345, or 4% from the $8,987 for the three months ended March 31, 2009. The decrease is primarily the result of a reduction in employee benefit costs. Including Bank branches and non-bank office locations the Company had 75 locations at March 31, 2010, December 31, 2009 and March 31, 2009, and the number of full-time equivalent employees declined from 738 at March 31, 2009 to 717 at March 31, 2010.
Income Taxes. The effective income tax rate for the three months ended March 31, 2010 was 34.91% compared to 36.74% for the same period in 2009.
Changes in Financial Condition
Total assets at March 31, 2010 were $2,569,732, a decrease of $49,407, or 2%, from December 31, 2009. The decrease in assets was primarily reflective of the decreases of $49,768 in loans, net of unearned income.
Non-performing assets (“NPA’s”), which include non-accrual loans, loans past due 90 days or more and still accruing interest and OREO, totaled $135,366 at March 31, 2010 compared with $132,726 at December 31, 2009. During the three month period ended March 31, 2010, the Company experienced a slight increase in net NPA’s of $2,640 as the Company continued its aggressive approach to identify and recognize NPA’s.
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 $63,620 at March 31, 2010, a decrease of $11,938 from December 31, 2009. The decrease in nonaccrual loans and loans past due 90 days balances were primarily the result of such loans being transferred to OREO during the first quarter of 2010.
OREO totaled $71,746 at March 31, 2010 compared with $57,168 at December 31, 2009 an increase of $14,578 as the Company continued to foreclose on certain properties.
The Company’s policy requires new appraisals on adversely rated collateral dependent loans and OREO to be obtained at least annually. On a quarterly basis, the Company receives a written report from an independent nationally recognized organization which provides updated valuation trends, by price point and by zip code, for each of the major markets in which the Company is conducting business. The information obtained is then used in the Company’s impairment analysis of collateral dependent loans.
At March 31, 2010, the ratio of the Company’s allowance for loan losses to non-performing loans (which include non-accrual loans) was 78.85% compared to 45.16% at March 31, 2009.
The Company maintains an investment portfolio to provide liquidity and earnings. Investments at March 31, 2010 with an amortized cost of $172,425 had a market value of $174,344. At year-end 2009, investments with an amortized cost of $148,040 had a market value of $148,362.

 

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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. 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 Company’s 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. Under Tennessee law, the Bank can only pay dividends to the Company in an amount equal to or less than the total amount of its net income for that year combined with retained net income for the preceding two years. Payment of dividends in excess of this amount requires the consent of the Commissioner of the Tennessee Department of Financial Institutions (“TDFI”), Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Bank (“FRB”). Further, any dividend payments are subject to the continuing ability of the Bank to maintain compliance with minimum federal regulatory capital requirements and to retain its characterization under federal regulations as a “well-capitalized” institution. Because of the Bank’s loss in 2009, dividends from the Bank to the Company, including funds for payment of dividends on preferred stock and trust preferred, including the preferred stock issued to the Treasury, will require prior approval of the TDFI, FDIC and FRB. In addition, the Company maintains borrowing availability with the FHLB which was fully utilized at March 31, 2010. The Company also maintains federal funds lines of credit totaling $70,000 at four correspondent banks of which $70,000 was available at March 31, 2010, and $10,000 of the federal funds lines of credit is secured by cash on deposit. The Company believes it has sufficient liquidity to satisfy its current operating needs.
For the three months ended March 31, 2010, operating activities of the Company provided $9,090 of cash flows. Net income of $3,196 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) $3,889 in provision for loan losses, (ii) $1,828 of depreciation and amortization and (iii) $4,970 in other assets. This was offset in part by a decrease of $5,896 in accrued interest payable and other liabilities.
Maturities of $27,072 in investment securities available for sale, proceeds from the net change in loans of $28,763 and proceeds of $2,368 from the sale of other real estate were the primary components of inflows from investing activities. These were offset in part by $51,525 in purchases of investment securities available for sale for a net increase in net cash provided from investing activities of $5,790.
The net decrease in core and brokered deposits of $46,231 was the primary use of cash flows used in financing activities of $47,833. The net decrease in total deposits reflects a decrease in core deposits of $41,046 and brokered deposits of $5,185.
Capital Resources. The Company’s capital position is reflected in its shareholders’ equity, subject to certain adjustments for regulatory purposes. Shareholders’ equity, or capital, is a measure of the Company’s net worth, soundness and viability. The Company continues to exhibit a strong capital position. 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 Company’s daily operations. During the second quarter of 2009, the Company suspended common stock dividends in order to preserve capital in these uncertain economic times.
Shareholders’ equity on March 31, 2010 was $230,189, an increase of $3,420, or 2%, from $226,769 on December 31, 2009. The increase in shareholders’ equity primarily reflects net income available to common shareholders for the three months ended March 31, 2010 of $1,946 and the cumulative change of $970 in unrealized gains, net of reclassification and taxes, on available for sale securities.

 

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Risk-based capital regulations adopted by the Board of Governors of the Federal Reserve Board (“FRB”) and 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 March 31, 2010, 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. As set forth in the table below, the capital position of the Bank and the Company at March 31, 2010 are at elevated levels. The Company intends to maintain these ratios at elevated levels until it has become clear that the Company has moved past these uncertain economic times.
                                 
    Required     Required              
    Minimum     to be              
    Ratio     Well Capitalized     Bank     Company  
Tier 1 risk-based capital
    4.00 %     6.00 %     14.06 %     14.15 %
Total risk-based capital
    8.00 %     10.00 %     15.33 %     15.41 %
Leverage Ratio
    4.00 %     5.00 %     11.55 %     11.63 %
Off-Balance Sheet Arrangements
At March 31, 2010, the Company had outstanding unused lines of credit and standby letters of credit totaling $256,686 and unfunded loan commitments outstanding of $15,538. 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 March 31, 2010, the Company had accommodations with upstream correspondent banks for unsecured federal funds lines. 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 Company’s off-balance sheet commitments as of March 31, 2010, which by their terms have contractual maturity dates subsequent to March 31, 2010:
                                         
    Less than 1                     More than 5        
    Year     1-3 Years     3-5 Years     Years     Total  
 
                                       
Commitments to make loans — fixed
  $ 1,509     $     $     $     $ 1,509  
Commitments to make loans — variable
    14,029                         14,029  
Unused lines of credit
    125,017       7,295       6,620       86,616       225,548  
Letters of credit
    23,020       8,118                   31,138  
 
                             
Total
  $ 163,575     $ 15,413     $ 6,620     $ 86,616     $ 272,224  
 
                             

 

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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 Company’s significant fixed and determinable contractual obligations as of March 31, 2010:
                                         
    Less than 1                     More than 5        
    Year     1-3 Years     3-5 Years     Years     Total  
 
                                       
Certificates of deposits
  $ 748,203     $ 141,766     $ 18,335     $ 3,636     $ 911,940  
FHLB advances and notes payable
    12,358       80,706       30,750       48,105       171,919  
Subordinated debentures
                      88,662       88,662  
Operating lease obligations
    1,112       1,890       1,043       996       5,041  
Deferred compensation
    1,975             248       1,912       4,135  
Purchase obligations
    621                         621  
 
                             
Total
  $ 764,269     $ 224,362     $ 50,376     $ 143,311     $ 1,182,318  
 
                             
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
FASB — ASU — 2010-06 — In January 2010, the FASB issued additional guidance on fair value disclosures. The new guidance clarifies two existing disclosure requirements and requires two new disclosures as follows: (1) a “gross” presentation of activities (purchases, sales, and settlements) within the Level 3 rollforward reconciliation, which will replace the “net” presentation format; and (2) detailed disclosures about the transfers in and out of Level 1 and 2 measurements. This guidance is effective for the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 rollforward information, which is required for annual reporting periods beginning after December 15, 2010, and for interim reporting periods within those years. The Company adopted the fair value disclosures guidance on January 1, 2010, except for the gross presentation of the Level 3 rollforward information which is not required to be adopted by the Company until January 1, 2011.
FASB — ASC — 810 and amended by FASB ASU — 2010-10 became effective on January 1, 2010, and was amended to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The new authoritative accounting guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. The new authoritative accounting guidance under ASC 810 was effective January 1, 2010 and did not have a significant impact on the Company’s financial statements.
ITEM 3.  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II, Item 7A of the 2009 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, 2009.

 

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ITEM 4.  
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s 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 March 31, 2010, the Company’s 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 Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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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 Company’s 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, 2009.
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 March 31, 2010.
Item 3.  
Defaults Upon Senior Securities
None
Item 4.  
Removed and Reserved
None
Item 5.  
Other Information
None
Item 6.  
Exhibits
See Exhibit Index immediately following the signature page hereto.

 

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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: May 7, 2010  By:   /s/ James E. Adams    
    James E. Adams   
    Executive Vice President,
Chief Financial Officer and Secretary 
 
 

 

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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  10.1    
R. Stan Puckett — First Amendment to the Greene County Bank Executive Deferred Compensation Agreement.
       
 
  10.2    
R. Stan Puckett — Second Amendment to the Greene County Bancshares, Inc. Non-Competition Agreement.
       
 
  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

 

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