UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
OR
¨ | 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: 000-33021
GREER BANCSHARES INCORPORATED
(Exact name of registrant as specified in its charter)
| | |
South Carolina | | 57-1126200 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
1111 W. Poinsett Street, Greer, South Carolina | | 29650 |
(Address of principal executive offices) | | (Zip Code) |
(864) 877-2000
(Registrant’s telephone number, including area code)
[None]
(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 x No ¨
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 ¨ No ¨
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
Large accelerated filer | | ¨ | | Accelerated filer | | ¨ |
| | | |
Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | |
Class | | Outstanding at 08/13/10 |
Common Stock, $5.00 par value per share | | 2,486,692 shares |
GREER BANCSHARES INCORPORATED
Index
2
PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements |
GREER BANCSHARES INCORPORATED
Consolidated Balance Sheets
(Unaudited)
(Dollars in thousands, except per share data)
| | | | | | | |
| | June 30, 2010 | | | December 31, 2009* |
Assets | | | | | | | |
| | |
Cash and due from banks | | $ | 7,107 | | | $ | 12,222 |
Interest bearing deposits in banks | | | 604 | | | | 442 |
Federal funds sold | | | 4,147 | | | | — |
| | | | | | | |
Cash and cash equivalents | | | 11,858 | | | | 12,664 |
Investment securities: | | | | | | | |
Available for sale | | | 120,467 | | | | 124,984 |
Loans, net of allowance for loan losses of $6,362 and $6,315, respectively | | | 287,969 | | | | 301,078 |
Loans held for sale | | | 1,935 | | | | — |
Premises and equipment, net | | | 5,289 | | | | 5,952 |
Accrued interest receivable | | | 1,910 | | | | 2,054 |
Restricted stock | | | 5,937 | | | | 5,937 |
Other real estate owned | | | 7,523 | | | | 8,494 |
Deferred tax asset | | | 3,154 | | | | 3,441 |
Other assets | | | 11,839 | | | | 12,187 |
| | | | | | | |
| | |
Total assets | | $ | 457,881 | | | $ | 476,791 |
| | | | | | | |
| | |
Liabilities and Stockholders’ Equity | | | | | | | |
| | |
Liabilities: | | | | | | | |
| | |
Deposits: | | | | | | | |
Noninterest bearing | | $ | 31,764 | | | $ | 33,656 |
Interest bearing | | | 280,329 | | | | 264,990 |
| | | | | | | |
Total deposits | | | 312,093 | | | | 298,646 |
Short term borrowings | | | — | | | | 13,993 |
Long term borrowings | | | 114,841 | | | | 132,841 |
Other liabilities | | | 3,697 | | | | 3,358 |
| | | | | | | |
| | |
Total Liabilities | | | 430,631 | | | | 448,838 |
| | | | | | | |
| | |
Stockholders’ Equity: | | | | | | | |
Preferred stock—no par value 200,000 shares authorized; | | | | | | | |
Preferred stock, Series 2009-SP, no par value, 9,993 shares issued and outstanding at June 30, 2010 and December 31, 2009 | | | 9,510 | | | | 9,451 |
Preferred stock, Series 2009-WP, no par value, 500 shares issued and outstanding at June 30, 2010 and December 31, 2009 | | | 566 | | | | 578 |
Common stock—par value $5 per share, 10,000,000 shares authorized; 2,486,692 shares issued and outstanding at June 30, 2010 and December 31, 2009 | | | 12,433 | | | | 12,433 |
Additional paid in capital | | | 3,588 | | | | 3,542 |
Retained earnings (accumulated deficit) | | | (504 | ) | | | 735 |
Accumulated other comprehensive income | | | 1,657 | | | | 1,214 |
| | | | | | | |
| | |
Total Stockholders’ Equity | | | 27,250 | | | | 27,953 |
| | | | | | | |
| | |
Total Liabilities and Stockholders’ Equity | | $ | 457,881 | | | $ | 476,791 |
| | | | | | | |
* | This information is derived from Audited Consolidated Financial Statements. |
The accompanying notes are an integral part of these consolidated financial statements.
3
GREER BANCSHARES INCORPORATED
Consolidated Statements of Loss
(Unaudited)
(Dollars in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | For Three Months Ended | | | For Six months Ended | |
| | 06/30/10 | | | 06/30/09 | | | 06/30/10 | | | 06/30/09 | |
Interest Income: | | | | | | | | | | | | | | | | |
Loans | | $ | 4,114 | | | $ | 4,173 | | | $ | 8,116 | | | $ | 8,156 | |
Investment securities: | | | | | | | | | | | | | | | | |
Taxable | | | 766 | | | | 1,095 | | | | 1,693 | | | | 2,137 | |
Exempt from federal income tax | | | 263 | | | | 245 | | | | 510 | | | | 475 | |
Federal funds sold | | | 7 | | | | — | | | | 13 | | | | 1 | |
Other | | | — | | | | 2 | | | | 7 | | | | 3 | |
| | | | | | | | | | | | | | | | |
Total interest income | | | 5,150 | | | | 5,515 | | | | 10,339 | | | | 10,772 | |
| | | | |
Interest Expense: | | | | | | | | | | | | | | | | |
Interest on deposit accounts | | | 1,216 | | | | 1,498 | | | | 2,418 | | | | 3,149 | |
Interest on short term borrowings | | | — | | | | — | | | | 5 | | | | 9 | |
Interest on long term borrowings | | | 963 | | | | 1,197 | | | | 1,989 | | | | 2,326 | |
| | | | | | | | | | | | | | | | |
Total interest expense | | | 2,179 | | | | 2,695 | | | | 4,412 | | | | 5,484 | |
| | | | | | | | | | | | | | | | |
Net interest income | | | 2,971 | | | | 2,820 | | | | 5,927 | | | | 5,288 | |
Provision for loan losses | | | 1,564 | | | | 1,370 | | | | 2,676 | | | | 2,095 | |
| | | | | | | | | | | | | | | | |
Net interest income after provision for loan losses | | | 1,407 | | | | 1,450 | | | | 3,251 | | | | 3,193 | |
| | | | |
Non-interest income: | | | | | | | | | | | | | | | | |
Customer service fees | | | 214 | | | | 229 | | | | 401 | | | | 448 | |
Gain on sale of investment securities | | | 164 | | | | 338 | | | | 1,120 | | | | 607 | |
Impairment loss on restricted stock | | | — | | | | — | | | | — | | | | (311 | ) |
Other noninterest income | | | 357 | | | | 438 | | | | 790 | | | | 857 | |
| | | | | | | | | | | | | | | | |
Total noninterest income | | | 735 | | | | 1,005 | | | | 2,311 | | | | 1,601 | |
| | | | | | | | | | | | | | | | |
| | | | |
Non-interest expenses: | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 1,425 | | | | 1,398 | | | | 2,832 | | | | 2,846 | |
Occupancy and equipment | | | 185 | | | | 208 | | | | 384 | | | | 410 | |
Postage and supplies | | | 65 | | | | 64 | | | | 126 | | | | 129 | |
Marketing expenses | | | 14 | | | | 19 | | | | 65 | | | | 90 | |
Directors fees | | | 22 | | | | 52 | | | | 66 | | | | 105 | |
Professional fees | | | 126 | | | | 105 | | | | 214 | | | | 191 | |
FDIC deposit insurance assessments | | | 147 | | | | 328 | | | | 302 | | | | 407 | |
Other real estate owned and foreclosure expense | | | 640 | | | | 58 | | | | 1,733 | | | | 104 | |
Other | | | 331 | | | | 350 | | | | 748 | | | | 651 | |
| | | | | | | | | | | | | | | | |
Total noninterest expenses | | | 2,955 | | | | 2,582 | | | | 6,470 | | | | 4,933 | |
| | | | | | | | | | | | | | | | |
| | | | |
Loss before income taxes | | | (813 | ) | | | (127 | ) | | | (908 | ) | | | (139 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Provision (benefit) for income taxes: | | | 12 | | | | (131 | ) | | | 12 | | | | (107 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Net income (loss) | | | (825 | ) | | | 4 | | | | (920 | ) | | | (32 | ) |
| | | | | | | | | | | | | | | | |
Preferred stock dividends and net discount accretion | | | (160 | ) | | | (160 | ) | | | (319 | ) | | | (265 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Net loss attributed to common shareholders | | $ | (985 | ) | | $ | (156 | ) | | $ | (1,239 | ) | | $ | (297 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
Basic net loss per share of common stock | | $ | (.40 | ) | | $ | (.06 | ) | | $ | (.50 | ) | | $ | (.12 | ) |
| | | | | | | | | | | | | | | | |
Diluted net loss per share of common stock | | $ | (.40 | ) | | $ | (.06 | ) | | $ | (.50 | ) | | $ | (.12 | ) |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
4
GREER BANCSHARES INCORPORATED
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in thousands)
| | | | | | | | | | | | | | | | |
| | For Three Months Ended | | | For Six months Ended | |
| | 06/30/10 | | | 06/30/09 | | | 06/30/10 | | | 06/30/09 | |
| | | | |
Net Income (Loss) | | $ | (825 | ) | | $ | 4 | | | $ | (920 | ) | | $ | (32 | ) |
| | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Unrealized holding gain (loss) on available for sale investment securities | | | 1,076 | | | | (162 | ) | | | 1,138 | | | | 548 | |
Less reclassification adjustments for gains included in net income (loss) | | | (64 | ) | | | (209 | ) | | | (695 | ) | | | (376 | ) |
Other comprehensive income (loss) | | | 1,012 | | | | (371 | ) | | | 443 | | | | 172 | |
| | | | | | | | | | | | | | | | |
| | | | |
Comprehensive Income (Loss) | | $ | 187 | | | $ | (367 | ) | | $ | (477 | ) | | $ | 140 | |
| | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
5
GREER BANCSHARES INCORPORATED
Consolidated Statement of Changes in Stockholders’ Equity
For the Six Months Ended June 30, 2010
(Unaudited)
(Dollars in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Additional Paid In capital | | Retained Earnings (Accumulated Deficit) | | | Accumulated Other Comprehensive Income | | Total Stockholders’ Equity | |
| | Preferred stock | | | | | | | |
| | Series 2009-SP | | Series 2009-WP | | | Common Stock | | | | |
Balances at December 31, 2009 | | $ | 9,451 | | $ | 578 | | | $ | 12,433 | | $ | 3,542 | | $ | 735 | | | $ | 1,214 | | $ | 27,953 | |
| | | | | | | |
Net loss | | | — | | | — | | | | — | | | — | | | (920 | ) | | | — | | | (920 | ) |
Other comprehensive income, net of tax | | | — | | | — | | | | — | | | — | | | — | | | | 443 | | | 443 | |
Amortization of premium and discount on preferred stock | | | 59 | | | (12 | ) | | | — | | | — | | | (47 | ) | | | — | | | — | |
Preferred stock dividends declared | | | — | | | — | | | | — | | | — | | | (272 | ) | | | — | | | (272 | ) |
Stock based compensation | | | — | | | — | | | | — | | | 46 | | | — | | | | — | | | 46 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Balances at June 30, 2010 | | $ | 9,510 | | $ | 566 | | | $ | 12,433 | | $ | 3,588 | | $ | (504 | ) | | $ | 1,657 | | $ | 27,250 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
6
GREER BANCSHARES INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)
| | | | | | | | |
| | For the Six months Ended | |
| | 6/30/10 | | | 06/30/09 | |
Operating activities | | | | | | | | |
Net loss | | $ | (920 | ) | | $ | (32 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 185 | | | | 214 | |
Gain on sale of investment securities | | | (1,120 | ) | | | (607 | ) |
Loss on sale of land | | | 4 | | | | — | |
Loss on sale of other real estate owned | | | 37 | | | | 8 | |
Impairment loss on restricted stock | | | — | | | | 311 | |
Impairment loss on other real estate owned | | | 1,373 | | | | — | |
Provision for loan losses | | | 2,676 | | | | 2,095 | |
Origination of loans held for sale | | | (5,905 | ) | | | — | |
Proceeds from sales of loans held for sale | | | 4,043 | | | | — | |
Gain on sale of loans held for sale | | | (73 | ) | | | — | |
Deferred income tax expense (benefit) | | | 12 | | | | (560 | ) |
Decrease in prepaid FDIC deposit insurance | | | 281 | | | | — | |
Stock based compensation | | | 46 | | | | 65 | |
Increase in cash surrender value of life insurance | | | (158 | ) | | | (139 | ) |
Net change in: | | | | | | | | |
Accrued interest receivable | | | 144 | | | | 66 | |
Other assets | | | 225 | | | | (86 | ) |
Accrued interest payable | | | 238 | | | | 166 | |
Other liabilities | | | 33 | | | | (39 | ) |
| | | | | | | | |
| | |
Net cash provided by operating activities | | | 1,121 | | | | 1,462 | |
| | | | | | | | |
| | |
Investing activities | | | | | | | | |
Activity in available-for-sale securities: | | | | | | | | |
Sales | | | 43,003 | | | | 21,778 | |
Maturities, payment and calls | | | 17,237 | | | | 12,012 | |
Purchases | | | (53,885 | ) | | | (61,277 | ) |
Activity in held to maturity securities: | | | | | | | | |
Maturities, payment and calls | | | — | | | | 1,942 | |
Purchase of restricted stock | | | — | | | | (445 | ) |
Net decrease (increase) in loans | | | 9,205 | | | | (5,518 | ) |
Proceeds from sale of other real estate owned | | | 789 | | | | 487 | |
Proceeds from sale of land | | | 590 | | | | — | |
Purchase of premises and equipment | | | (116 | ) | | | (30 | ) |
| | | | | | | | |
| | |
Net cash provided by (used for) investing activities | | | 16,823 | | | | (31,051 | ) |
| | | | | | | | |
7
GREER BANCSHARES INCORPORATED
Consolidated Statements of Cash Flows-Continued
(Unaudited)
(Dollars in thousands)
| | | | | | | | |
Financing activities | | | | | | | | |
Net increase in deposits | | | 13,447 | | | | 5,664 | |
Repayment of notes payable to FHLB | | | (24,000 | ) | | | (22,500 | ) |
Proceeds from notes payable to FHLB | | | 6,000 | | | | 23,500 | |
Net increase (decrease) in short term borrowings | | | (13,993 | ) | | | 15,500 | |
Proceeds from issuance of preferred stock | | | — | | | | 9,949 | |
Preferred stock cash dividends paid | | | (204 | ) | | | (160 | ) |
| | | | | | | | |
| | |
Net cash provided by (used for) financing activities | | | (18,750 | ) | | | 31,953 | |
| | | | | | | | |
| | |
Net increase (decrease) in cash and cash equivalents | | | (806 | ) | | | 2,364 | |
Cash and equivalents, beginning of period | | | 12,664 | | | | 6,300 | |
| | | | | | | | |
| | |
Cash and equivalents, end of period | | $ | 11,858 | | | $ | 8,664 | |
| | | | | | | | |
| | |
Cash paid for: | | | | | | | | |
Income taxes | | $ | — | | | $ | 390 | |
| | | | | | | | |
Interest | | $ | 4,174 | | | $ | 5,318 | |
| | | | | | | | |
| | |
Non-cash investing and financing activities | | | | | | | | |
Real estate acquired in satisfaction of loans | | $ | 2,170 | | | $ | 5,372 | |
| | | | | | | | |
Loans to facilitate sale of other real estate owned | | $ | 942 | | | $ | 32 | |
| | | | | | | | |
Unrealized gains on available for sale investment securities, net of tax | | $ | 443 | | | $ | 172 | |
| | | | | | | | |
Preferred stock dividends declared not paid | | $ | 68 | | | $ | 69 | |
| | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
8
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements
Note 1 – Basis of Presentation
Greer Bancshares Incorporated (the “Company”) is a one-bank holding company for Greer State Bank (the “Bank”). The Company currently engages primarily in owning and managing the Bank.
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. The statements of loss and comprehensive income (loss) for the interim periods are not necessarily indicative of the results that may be expected for the entire year or any other future interim period.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the Company for the year ended December 31, 2009, which are included in the 2009 Annual Report on Form 10-K.
Note 2 – Net Loss per Common Share
Basic and diluted loss per common share is computed by dividing net income (loss) adjusted for cumulative preferred stock dividends by the weighted average number of common shares outstanding during each period presented. The weighted average common shares outstanding were 2,486,692 (basic and diluted) for the three and six months ended June 30, 2010 and June 30, 2009. Anti-dilutive options totaling 338,197 and 356,280 have been excluded from the loss per share calculation for the three and six months ended June 30, 2010 and June 30, 2009, respectively.
Note 3 – Income Taxes
The Company files a consolidated federal income tax return and separate state income tax returns. Income taxes are allocated to each company as if filed separately for federal purposes and based on the separate returns filed for state purposes.
Certain items of income and expense for financial reporting are recognized differently for income tax purposes (principally the provision for loan losses, deferred compensation and depreciation). Provisions for deferred taxes are made in recognition of such temporary differences as required by the Income Taxes Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Current income taxes are recorded based on amounts due with the current income tax returns.
The need for a valuation allowance is considered when it is determined more likely than not that a deferred tax asset will not be realized. In making this determination, management considers all available evidence, including the existence of available reversing temporary differences, the ability to generate future taxable income and available tax planning strategies. It is possible that the Company’s management may conclude in future periods that a valuation allowance is necessary for some or all of its deferred tax assets in order to reduce them to a level that is more likely than not to be realized.
Note 4 – Fair Value
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. 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. |
9
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
|
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 collateralized debt obligations, impaired loans and other real estate owned (“OREO”). |
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
Investment Securities Available-for-Sale
Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices of like or similar securities, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.
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 or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At June 30, 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.
10
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
Other Real Estate Owned
Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at net realizable 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 owned is included in Level 3 of the valuation hierarchy.
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:
| | | | | | | | | | | | |
(Dollars in thousands) | | | | Fair Value Measurements at Reporting Date Using |
Description | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
June 30, 2010 | | | | | | | | | | | | |
Available for sale securities: | | | | | | | | | | | | |
Municipal securities | | $ | 25,971 | | $ | — | | $ | 25,971 | | $ | — |
Mortgage-backed securities | | | 94,142 | | | — | | | 94,142 | | | — |
Collateralized debt obligation | | | 354 | | | — | | | — | | | 354 |
| | | | | | | | | | | | |
Total available for sale securities | | $ | 120,467 | | $ | — | | $ | 120,113 | | $ | 354 |
| | | | |
December 31, 2009 | | | | | | | | | | | | |
Available for sale securities: | | | | | | | | | | | | |
United States Government and Other agency obligations | | $ | 1,987 | | $ | — | | $ | 1,987 | | $ | — |
Municipal securities | | | 22,787 | | | — | | | 22,787 | | | — |
Mortgage-backed securities | | | 99,874 | | | — | | | 99,874 | | | — |
Collateralized debt obligation | | | 336 | | | — | | | — | | | 336 |
| | | | | | | | | | | | |
Total available for sale securities | | $ | 124,984 | | $ | — | | $ | 124,648 | | $ | 336 |
Changes in Level 3 Fair Value Measurements
When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.
A reconciliation of the beginning and ending balances of Level 3 assets, which consists of one collateralized debt obligation, and liabilities recorded at fair value on a recurring basis for the six months ended June 30, 2010 is as follows:
| | | | | | |
(Dollars in thousands) | | Assets | | Liabilities |
Fair value, December 31, 2009 | | $ | 336 | | $ | — |
Total unrealized gain included in other comprehensive income | | | 18 | | | — |
Impairment charges during the quarter | | | — | | | — |
Transfers in and/or out of level 3 | | | — | | | — |
| | | | | | |
Fair value June 30, 2010 | | $ | 354 | | $ | — |
| | | | | | |
11
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
There were no Level 3 liabilities recorded at fair value on a recurring basis during the six months ended June 30, 2010 and 2009.
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.
| | | | | | | | | | | | |
(Dollars in thousands) | | | | Fair Value Measurements at Reporting Date Using |
Description | | 06/30/2010 | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | | $ | 5,764 | | $ | — | | $ | — | | $ | 5,764 |
OREO | | | 7,523 | | | — | | | — | | | 7,523 |
| | |
(Dollars in thousands) | | | | Fair Value Measurements at Reporting Date Using |
Description | | 12/31/2009 | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | | $ | 2,988 | | $ | — | | $ | — | | $ | 2,988 |
OREO | | | 8,494 | | | — | | | — | | | 8,494 |
The Bank had impaired loans with outstanding balances of approximately $13,941,000 and $4,966,000 at June 30, 2010 and December 31, 2009, respectively. Collateral dependent impaired loans had current balances of $5,924,000 after approximately $1,600,000 of charge-offs at June 30, 2010. Included in this total is $531,000 of impaired loans with valuation allowances of $160,000. Collateral dependent impaired loans were approximately $4,027,000 at December 31, 2009 with valuation allowances of $1,039,000.
Although the Company did not elect to adopt the fair value option for any financial instruments, accounting standards require disclosure of fair value information, whether r not recognized in the balance sheet, when it is practicable to estimate the fair value. A financial instrument is defined as cash, evidence of an ownership interest in an entity, or contractual obligations that require the exchange of cash or other financial instruments. Certain items are specifically excluded from the disclosure requirements, including common stock, premises and equipment, real estate held for sale and other assets and liabilities. The following methods and assumptions were used in estimating fair values of financial instruments:
| • | | Fair value approximates carrying amount for cash and due from banks due to the short-term nature of the instruments. |
| • | | Investment securities are valued using quoted fair market prices for actively traded securities, pricing models for investment securities traded in less active markets and discounted future cash flows for securities with no active market. |
| • | | Fair value for variable rate loans that re-price frequently and for loans that mature in less than 90 days is based on the carrying amount. Fair value for mortgage loans, personal loans and all other loans (primarily commercial) is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations approximate the rates currently offered for similar loans of comparable terms, credit quality and adjustments for liquidity related to the current market environment. |
| • | | Due to the redemptive provisions of the restricted stock, fair value equals cost. The carrying amount is adjusted for any other than temporary declines in value. |
| • | | The carrying amount for the cash surrender value of life insurance is a reasonable estimate of fair value. |
| • | | The carrying value for accrued interest receivable and payable is a reasonable estimate of fair value. |
12
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
| • | | Fair value for demand deposit accounts and interest-bearing accounts with no fixed maturity date is equal to the carrying amount. Certificate of deposit accounts maturing within ninety days are valued at their carrying amount. Certificate of deposit accounts maturing after ninety days are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments. |
| • | | Fair value for federal funds sold and purchased is based on the carrying amount since these instruments typically mature within three days from the transaction date. |
| • | | Fair value for variable rate long-term debt that re-prices frequently is based on the carrying amount. Fair value for fixed rate debt is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations approximate rates currently offered for similar borrowings of comparable terms and credit quality. |
| • | | Fair values for derivatives are based on the present value of future cash flows based on the interest rate spread between the fixed rate and the floating rate. |
Management uses its best judgment in estimating fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses that would be incurred in an actual sale or settlement are not taken into consideration in the fair values presented. The estimated fair values of the Company’s financial instruments are as follows:
| | | | | | | | | | | | |
| | June 30, 2010 | | December 31, 2009 |
(Dollars in thousands) | | Carrying Amount | | Estimated Fair Value | | Carrying Amount | | Estimated Fair Value |
Financial assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 11,858 | | $ | 11,858 | | $ | 12,664 | | $ | 12,664 |
Investment securities | | | 120,467 | | | 120,467 | | | 124,984 | | | 124,984 |
Loans - net | | | 287,969 | | | 281,833 | | | 301,078 | | | 293,446 |
Loans held for sale | | | 1,935 | | | 1,935 | | | — | | | — |
Restricted stock | | | 5,937 | | | 5,937 | | | 5,937 | | | 5,937 |
Accrued interest receivable | | | 1,910 | | | 1,910 | | | 2,054 | | | 2,054 |
Bank owned life insurance | | | 7,128 | | | 7,128 | | | 6,970 | | | 6,970 |
| | | | |
Financial liabilities | | | | | | | | | | | | |
Deposits | | $ | 312,093 | | $ | 313,083 | | $ | 298,646 | | $ | 299,009 |
Federal funds purchased | | | — | | | — | | | 3,993 | | | 3,993 |
Repurchase agreements | | | 15,000 | | | 15,000 | | | 15,000 | | | 15,000 |
Federal reserve borrowings | | | — | | | — | | | 10,000 | | | 10,000 |
Notes payable to FHLB | | | 88,500 | | | 91,427 | | | 106,500 | | | 109,111 |
Junior subordinated debentures | | | 11,341 | | | 11,341 | | | 11,341 | | | 11,341 |
Accrued interest payable | | | 1,817 | | | 1,817 | | | 1,569 | | | 1,569 |
13
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
Note 5 – Investment Securities
The amortized cost, gross unrealized gains and losses, and estimated fair value of investment securities are as follows:
| | | | | | | | | | | | |
| | June 30, 2010 |
(Dollars in thousands) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Available for sale: | | | | | | | | | | | | |
Municipal securities | | $ | 25,607 | | $ | 494 | | $ | 130 | | $ | 25,971 |
Mortgage-backed securities | | | 91,820 | | | 2,322 | | | — | | | 94,142 |
Collateralized debt obligation | | | 336 | | | 18 | | | — | | | 354 |
| | | | | | | | | | | | |
| | | | |
| | $ | 117,763 | | $ | 2,834 | | $ | 130 | | $ | 120,467 |
| | | | | | | | | | | | |
| |
| | December 31, 2009 |
(Dollars in thousands) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Available for sale: | | | | | | | | | | | | |
United States Government and other agency obligations | | $ | 2,013 | | $ | — | | $ | 26 | | $ | 1,987 |
Municipal securities | | | 22,548 | | | 378 | | | 139 | | | 22,787 |
Mortgage-backed securities | | | 98,115 | | | 1,951 | | | 192 | | | 99,874 |
Collateralized debt obligation | | | 336 | | | — | | | — | | | 336 |
| | | | | | | | | | | | |
| | | | |
| | $ | 123,012 | | $ | 2,329 | | $ | 357 | | $ | 124,984 |
| | | | | | | | | | | | |
The amortized cost and estimated fair value of investment securities at June 30, 2010 by contractual maturity for debt securities are shown below. Mortgage backed securities have not been scheduled since expected maturities will differ from contractual maturities because borrowers may have the right to prepay the obligations.
| | | | | | |
| | Available for Sale |
(Dollars in thousands) | | Amortized Cost | | Fair Value |
Due in 1 year | | $ | — | | $ | — |
Over 1 year through 5 years | | | 963 | | | 986 |
After 5 years through 10 years | | | 9,862 | | | 10,050 |
Over 10 years | | | 15,118 | | | 15,289 |
| | | | | | |
| | | 25,943 | | | 26,325 |
Mortgage backed securities | | | 91,820 | | | 94,142 |
| | | | | | |
| | |
Total | | $ | 117,763 | | $ | 120,467 |
| | | | | | |
14
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
The fair value of securities with temporary impairment at June 30, 2010 and December 31, 2009 is shown below:
| | | | | | | | | | | | |
(Dollars in thousands) | | Less Than Twelve Months | | Over Twelve Months |
June 30, 2010 | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| | | | |
Description of securities: | | | | | | | | | | | | |
| | | | |
Municipal securities | | $ | 1,466 | | $ | 3 | | $ | 2,607 | | $ | 127 |
| | | | | | | | | | | | |
| | |
(Dollars in thousands) | | Less Than Twelve Months | | Over Twelve Months |
December 31, 2009 | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| | | | |
Description of securities: | | | | | | | | | | | | |
| | | | |
United States Government and other agency obligations | | $ | 1,988 | | $ | 26 | | $ | — | | $ | — |
Mortgage backed securities | | | 15,702 | | | 192 | | | — | | | — |
Municipal securities | | | 4,399 | | | 94 | | | 435 | | | 45 |
| | | | | | | | | | | | |
Total | | $ | 22,089 | | $ | 312 | | $ | 435 | | $ | 45 |
| | | | | | | | | | | | |
Management believes all of the unrealized losses as of June 30, 2010 and December 31, 2009 are temporary and as a result of temporary changes in the market. All the investments with unrealized losses at June 30, 2010 were municipals while at December 31, 2009, nine were municipals and seven were mortgage-backed securities. The temporary impairment is due primarily to changes in the short and long term interest rate environment since the purchase of the securities and is not related to credit issues of the issuer. The Bank has sufficient cash, investments showing unrealized gains and borrowing sources to provide sufficient liquidity to hold the securities with unrealized losses until maturity or a recovery of fair value, if necessary.
The Company reviews its investment portfolio on a quarterly basis, judging each investment for OTTI. For securities for which there is no expectation to sell or it is more likely than not that management will not be required to sell, the OTTI is separated into credit and noncredit components. The credit-related OTTI, represented by the expected loss in principal, is recognized in noninterest income, while the noncredit-related OTTI is recognized in the other comprehensive income (loss) (“OCI”). Noncredit-related OTTI results from other factors, including increased liquidity spreads and extension of the security. For securities for which there is an expectation to sell, all OTTI is recognized in earnings.
The Company owns a collateralized debt obligation for which it would sell prior to fully recovering any unrealized loss. The security is collateralized by subordinated debt issued by approximately forty-two commercial banks located throughout the United States. This security was analyzed with multiple stress scenarios using conservative assumptions for underlying collateral defaults, loss severity, and prepayments. The present value of the future cash flows was calculated using 10% as a discount rate. The difference in the present value and the carrying value of the security would be OTTI, if any. The security is currently carried at an estimated fair value of $354,394 at June 30, 2010.
15
GREER BANCSHARES INCORPORATED
Notes to Consolidated Financial Statements—(Continued)
The following table presents more detail on the collateralized debt obligation as of June 30, 2010 with an original par value of approximately $1,087,000. These details are listed separately due to the inherent level of risk for continued OTTI on this security.
| | | | | | | | | | | | | | | | |
(Dollars in thousands) Description | | Cusip# | | Current Credit Rating | | Book Value | | Fair Value | | Unrealized Loss | | Present Value Discounted Cash Flow |
| | | | | | |
Collateralized debt obligation | | | | | | | | | | | | | | | | |
Trapeza 2003-5A | | 89412RAL9 | | Ca | | $ | 336 | | $ | 354 | | $ | — | | $ | 354 |
Gross realized gains, gross realized losses and sale proceeds for available for sale securities for the six months ended June 30 are summarized as follows. These net gains or losses are shown in noninterest income as gain on sale of available for sale securities.
| | | | | | |
(Dollars in thousands) | | 2010 | | 2009 |
| | |
Gross realized gains | | $ | 1,132 | | $ | 624 |
Gross realized losses | | | 12 | | | 17 |
| | | | | | |
| | |
Net gain on sale of securities | | $ | 1,120 | | $ | 607 |
| | | | | | |
| | |
Sale proceeds | | $ | 43,003 | | $ | 21,778 |
| | | | | | |
Note 6 – New Accounting Pronouncements
In July 2010, Financial Accounting Standards Board (“FASB”) issued new guidance regarding disclosures about the credit quality of financing receivables and the allowance for credit losses ASU 2010-20,Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This guidance requires additional disclosures about the credit quality of financing receivables, such as aging information and credit quality indicators. In addition, disclosures must be disaggregated by portfolio segment or class based on how a company develops its allowance for credit losses and how it manages its credit exposure. Most of the requirements are effective for the fourth quarter of 2010 with certain additional disclosures required for the first quarter of 2011. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
CRITICAL ACCOUNTING POLICIES
General
The financial condition and results of operations presented in the consolidated financial statements, the accompanying notes to the consolidated financial statements and this section are, to a large degree, dependent upon the Company’s accounting policies. The selection and application of these accounting policies involve judgments, estimates and uncertainties that are susceptible to change. Those accounting policies that are believed to be the most important to the portrayal and understanding of the Company’s financial condition and results of operations are discussed below. These critical accounting policies require management’s most difficult, subjective and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of a materially different financial condition or results of operations is a reasonable likelihood.
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Income Taxes and Deferred Tax Asset
Income Taxes – The calculation of the provision for federal income taxes is complex and requires the use of estimates and judgments. There are two accruals for income taxes: 1) The income tax receivable represents the estimated amount currently due from the federal government and is reported as a component of “other assets” in the consolidated balance sheet; 2) the deferred federal income tax asset or liability represents the estimated impact of temporary differences between how assets and liabilities are recognized under GAAP, and how such assets and liabilities are recognized under the federal tax code.
The effective tax rate is based in part on interpretation of the relevant current tax laws. Appropriate tax treatment is reviewed of all transactions taking into consideration statutory, judicial and regulatory guidance in the context of our tax positions. In addition, reliance is placed on various tax positions, recent tax audits and historical experience.
Deferred Tax Asset – At June 30, 2010, we had a net federal deferred tax asset of $3,154,000. In considering whether a valuation allowance on deferred tax assets is needed, management considers all available evidence, including the length of time tax net operating loss (“NOL”) carryforwards are available, the existence of available reversing temporary differences, the ability to generate future taxable income and available tax planning strategies. It is possible that the Company’s management may conclude in future periods that a valuation allowance is necessary for some or all of its deferred tax assets in order to reduce them to a level that is more likely than not to be realized. Management considered its trends of generating pre tax income in recent periods, excluding the impact of the impairment of FNMA securities, in evaluating its ability to continue to forecast income before taxes. It is possible that management may conclude that it may not have the ability to generate sufficient income before income taxes at a sufficient level in future periods, which would require the Company to establish a valuation allowance for some or all of the deferred tax assets to reduce them to a level that is more likely than not to be realized. For additional discussion of our consideration of valuation allowances on deferred tax assets, see the discussion in Income Tax Expense below.
Allowance for Loan Losses and Other Real Estate Owned
Allowance for Loan Losses – The allowance for loan losses is based on management’s ongoing evaluation of the loan portfolio and reflects an amount that, based on management’s judgment, is adequate to absorb inherent probable losses in the existing portfolio. Additions to the allowance for loan losses are provided by charges to earnings. Loan losses are charged against the allowance when the ultimate uncollectibility of the loan balance is determined. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a monthly basis by management. The evaluation includes the periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and related impairment and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision.
Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of the examination process, periodically review the allowance for loan losses. Such agencies may require additions to the allowance based on their judgments about information available to them at the time of their examination.
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Impairment is measured on a loan by loan basis for commercial and commercial real estate loans by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment.
Other Real Estate Owned – The Company values other real estate owned that is acquired in settlement of loans at the net realizable value at the time of foreclosure. Management obtains updated appraisals on such properties as necessary, and reduces those values for estimated selling costs. While management uses the best information available at the time of the preparation of the financial statements in valuing the other real estate owned, it is possible that in future periods the Company will be required to recognize reductions in estimated fair values of these properties.
17
RECENT LEGISLATION IMPACTING THE FINANCIAL SERVICES INDUSTRY
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). This new law will significantly change the current bank regulatory structure and affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.
Among other things, the Dodd-Frank Act creates a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. The CFPB has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks with $10 billion or less in assets, like Greer State Bank, will continue to be examined for compliance with the consumer laws by their primary bank regulators. Despite this limitation, the CFPB still has broad powers over community banks. The CFPB has the authority to promulgate rules applicable to all banks and non-banks with respect to consumer financial law, including the authority to prohibit “unfair, deceptive or abusive” acts and practices.
The Dodd-Frank Act contains several important changes regarding deposit insurance. The standard maximum deposit insurance amount for banks, savings institutions and credit unions amount has been permanently increased to $250,000 per depositor. Unlimited insurance for funds held in non-interest bearing transaction accounts will be extended through January 1, 2013. The Federal Deposit Insurance Corporation (“FDIC”) is directed to redefine the base for deposit insurance assessments paid by banks so that assessments will be based on a depository institution’s average consolidated total assets less average tangible equity, as opposed to the current calculation based on the amount of an institution’s insured deposits. The prohibition on paying interest on demand deposits is repealed effective July 21, 2011. Finally, the minimum deposit insurance fund rate will increase from 1.15% to 1.35% by September 30, 2020. The FDIC will have discretion to determine whether to pay rebates to insured depository institutions when its reserves exceed certain thresholds.
The Dodd-Frank Act also contains a number of provisions addressing corporate governance and executive compensation at public companies. Included in these changes are proxy access requirements for shareholders, disclosures about the failure to separate the role of the chair of the board and CEO, shareholder voting on executive compensation, the establishment of an independent compensation committee and additional executive compensation and clawback disclosures.
It is difficult to predict what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on the Company and the Bank. Changes promulgated under the Dodd-Frank Act may require us to invest significant management attention and resources to make any necessary changes to our operations in order to comply, and could materially adversely affect our business, results of operations and financial condition.
RESULTS OF OPERATIONS
Overview
The following discussion describes and analyzes our results of operations and financial condition for the quarter ended June 30, 2010 as compared to the quarter ended June 30, 2009, as well as results for the six months ended June 30, 2010 and June 30, 2009. You are encouraged to read this discussion and analysis in conjunction with the financial statements and the related notes included in this report. Throughout this discussion, amounts are rounded to the nearest thousand, except per share data or percentages.
Like most community banks, most of our income is derived from interest received on loans and investments. The primary source of funds for making these loans and investments is deposits, most of which are interest-bearing. Consequently, one of the key measures of our success is net interest income, or the difference between the income on interest-earning assets, such as loans and investments, and the expense on interest-bearing liabilities, such as deposits and Federal Home Loan Bank advances. Another key measure is the spread between the yield earned on interest-earning assets and the rate paid on interest-bearing liabilities.
18
Of course, there are risks inherent in all loans, so an allowance for loan losses is maintained to absorb probable losses inherent in the loan portfolio. This allowance is established and maintained by charging a provision for loan losses against current operating earnings. (See “Provision for Loan Losses” for a detailed discussion of this process.)
In addition to earning interest on loans and investments, income is also earned through fees and other charges to the Bank’s customers. The various components of this noninterest income, as well as noninterest expense, are described in the following discussion.
The Company reported a consolidated net loss of $(985,000) attributed to common shareholders, or $(.40) per diluted common share, for the quarter ended June 30, 2010, compared to a consolidated net loss of $(156,000), or $(.06) per diluted common share, for the quarter ended June 30, 2009. For the six months ended June 30, 2010, the Company a reported consolidated net loss of $(1,239,000) attributed to common shareholders, or $(.50) per diluted common share, compared to a consolidated net loss attributed to common shareholders of $(297,000) or $(.12) per diluted common share for the six months ended June 30, 2009.
Interest Income, Interest Expense and Net Interest Income
The Company’s total interest income for the quarter ended June 30, 2010 was $5,150,000, compared to $5,515,000 for the quarter ended June 30, 2009, a decrease of $365,000, or 6.6%. Total interest income for the six months ended June 30, 2010 decreased by $433,000, or 4.0%, to $10,339,000 compared to $10,772,000 for the six months ended June 30, 2009. Interest and fees on loans is the largest component of total interest income and decreased slightly to $4,114,000 for the quarter ended June 30, 2010, compared to $4,173,000 for the quarter ended June 30, 2009 and to $8,116,000 for the six months ended June 30, 2010 compared to $8,156,000 for the six months ended June 30, 2009. The slight decrease in interest and fees on loans was the result of reductions of $10,158,000 and $8,140,226 in average loan balances for the three and six months ending June 30, 2010, compared to the same periods in 2009, respectively, offset to some extent by increases in the average yields on the Company’s loan portfolio for the three months ended June 30, 2010 to 5.24% compared to 5.19% for the three months ended June 30, 2009. Average yields on the Company’s loan portfolio were 5.18% and 5.20% for the six months ended June 30, 2010 and June 30, 2009, respectively.
Interest income on investment securities decreased by $311,000 and $409,000 in the three and six months ended June 30, 2010, respectively, compared to the three and six months ended June 30, 2009. The decline was due primarily to reductions in the tax equivalent yields from 4.84% at June 30, 2009 to 4.18% at June 30, 2010 combined with reductions of $9,834,000 in the average balance of investments in the three months ended June 30, 2010 compared to the same period in 2009. The yield decline is primarily the result of falling market rates, as securities purchased in 2010 had yields less than the average weighted yield of the portfolio. Average investment securities increased approximately $3,205,000 during the six month period ended June 30, 2010, compared to the six months ended June 30, 2009, primarily as the result of net investment purchases of $10,882,000 in the first six months of 2010, which were partially offset by accelerated principal paydowns on mortgage-backed securities. The accelerated principal paydowns were the result of a decline in market interest rates along the three to five year section of the yield curve.
The Company’s total interest expense declined for the three and six months ended June 30, 2010 by $516,000 and $1,072,000, or 19.1% and 19.5%, respectively, compared to the same periods in 2009. The largest component of the Company’s interest expense is interest expense on deposits. Despite increases in average balances of interest bearing deposits of $16,923,000 and $20,648,000 for the three and six months ended June 30, 2010, respectively, compared to the same periods in 2009, interest expense declined. Market interest rate decreases resulted in the weighted average rate on interest bearing deposits declining from 2.43% at June 30, 2009 to 1.76% at June 30, 2010.
Interest on long term borrowings declined $234,000, or 19.5%, and $337,000, or 14.5% for the three and six month periods ending June 30, 2010 compared to the same periods in 2009. The decline in long term interest expense was primarily the result of decreases in average long term borrowings outstanding of $15,057,000 and $6,013,000 for the three and six month periods ending June 30, 2010 compared to the same periods in 2009. Average yields on long term borrowings declined to 3.21% from 3.61% for the six months ended June 30, 2010 compared to the same period in 2009. See “Deposits” and “Liquidity and Capital” below for further discussion of reductions in borrowings.
19
Net interest income, which is the difference between interest earned on assets and the interest paid for the liabilities used to fund those assets, measures the spread earned on lending and investing activities and is the primary contributor to the Company’s earnings. Net interest income before provision for loan losses increased $151,000, or 5.3%, and $639,000, or 12.1% for the three and six months ended June 30, 2010, compared to the same periods in 2009.
The Company’s balance sheet was asset sensitive as of June 30, 2010. Interest rate sensitivity can be adjusted by changing the term or type of an asset or liability at maturity. Managing the amount of assets and liabilities repricing in the same time interval helps to minimize the impact of rising or falling rates on net interest income. A reduction in short term funding in 2010 has resulted in the balance sheet changing from being liability sensitive to asset sensitive. The Company utilizes an interest rate risk model that estimates the Company’s exposure to interest rate risk. As of June 30, 2010, the results of the model indicate the exposure to interest rate risk was within the Company’s policy limits. Balance sheets that are asset sensitive typically produce more earnings as interest rates rise and likewise, earnings decrease as interest rates fall. The results of the Bank’s interest rate risk model indicate the Bank’s balance sheet is positioned so that earnings increase as rates rise.
Provision for Loan Losses
The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem credits. On a quarterly basis, the Bank’s Board of Directors reviews and approves the appropriate level for the allowance for loan losses based upon management’s recommendations and the results of the internal monitoring and reporting system. Management also monitors historical statistical data for both the Bank and other financial institutions. The adequacy of the allowance for loan losses and the effectiveness of the monitoring and analysis system are also reviewed by the Bank’s regulators and the Company’s internal auditor.
The Bank’s allowance for loan losses is based upon judgments and assumptions of risk elements in the portfolio, economic conditions and other factors affecting borrowers. The process includes identification and analysis of loss inherent in various portfolio segments utilizing a credit risk grading process and specific reviews and evaluations of significant problem credits. In addition, management monitors the overall portfolio quality through observable trends in delinquency, charge-offs and general conditions in the Company’s market area.
The provision for loan losses during the three and six months ended June 30, 2010 was $1,564,000, compared to $1,370,000, and $2,676,000, compared to $2,095,000, for the same periods in 2009, respectively. Additional loans considered to be impaired, updated appraisals obtained during the Bank’s recent impaired loan valuation analysis indicating declines in market values of certain properties held as collateral, loans charged off and continued credit weakness in the loan portfolio resulted in significant increases to the loan loss provision in the three and six months ended June 30, 2010. The amount of provision is based on the results of the loan loss model. Also see the discussion below under “Allowance for Loan Losses.”
Noninterest Income
Noninterest income decreased $270,000, or 26.9%, to $735,000 for the three months ended June 30, 2010 compared to $1,005,000 for the three months ended June 30, 2009. Noninterest income increased $710,000, or 44.3%, to $2,311,000 for the six months ended June 30, 2010 compared to $1,601,000 for the same period in 2009. The decline in noninterest income during the three months ended June 30, 2010 compared to the same period in 2009 is due to reduced gains on the sale of investment securities combined with reduced earnings in the Bank’s financial services division. The primary reason for the increase in noninterest income in the first six months of 2010 compared to the same period in 2009 is gains on the sale of investment securities realized of $1,120,000, most of which was realized in a securities transaction in March 2010. The transaction allowed the Company to capitalize a portion of the unrealized gains in the investment portfolio, while minimally changing the duration and yield of the portfolio. Management deemed the transaction to be beneficial to the Company considering most economic forecasts call for interest rates to begin to rise in the near term. Higher interest rates would result in a reduction in unrealized gains. Also contributing to the increase in the noninterest income in 2010 was the impairment loss of $311,000 related to the restricted stock impairment in the first quarter of 2009, which did not recur in 2010.
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Noninterest Expenses
Total noninterest expenses increased $373,000, or 14.4% for the three months ended June 30, 2010, to $2,955,000 compared to $2,582,000 for the three months ended June 30, 2009. Total noninterest expenses increased $1,537,000, or 31.1%, during the six months ending June 30, 2010, to $6,470,000 compared to $4,933,000 for the same period in 2009. The primary cause of increased noninterest expense for the three and six months ended June 30, 2010 relates to other real estate owned and foreclosure expenses to maintain bank-owned real estate and properly value the assets as updated information becomes available. Salaries and employee benefits, the largest component of noninterest expenses, remained stable for three and six months ended June 30, 2010 compared to the same periods in 2009. Marketing expense and directors fees declined slightly as the result of continued budget control. The Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments declined for the three and six months periods ended June 30, 2010 as the result of a special assessment imposed by the FDIC equating to $212,000 for the Bank in the second quarter of 2009 to further boost the FDIC’s deposit insurance reserve. This reduction was slightly offset by increased professional fees during the three and six months ended June 30, 2010 compared to the same periods in 2009 as the result of efforts to increase the concentration of credit reviews outsourced to a third party loan review company. Also, losses totaling $70,000 on the sale of repossessed assets contributed to the six months ended increase in other noninterest expenses compared to the same period in 2009.
Income Tax Expense
Income tax expense for the three and six months ended June 30, 2010, was $12,000 compared to benefits of $131,000 and $107,000 during the same periods in 2009, respectively. During the second quarter of 2010, management determined it prudent to record a valuation allowance of approximately $175,000 on the tax benefit generated from the second quarter pre-tax loss due to the uncertainty of the realization of additional deferred tax assets.
The net deferred tax asset was approximately $3.2 million at June 30, 2010. In evaluating whether the full benefit of the net deferred tax asset will be realized, both positive and negative evidence was considered including; recent earnings trends, projected earnings, asset quality, etc. As of June 30, 2010, management concluded that the net deferred tax assets, net of the valuation allowance, were fully realizable. The Company will continue to monitor deferred tax assets closely to evaluate future realization of the full benefit of the net deferred tax asset and the potential need for a valuation allowance. Significant negative trends in credit quality, losses from operation, etc. could impact the level of valuation allowances deemed necessary on deferred tax assets in the future.
Management believes that the Bank’s history of earnings since the inception of the Bank, and particularly over the past 10 years, shows the Company has been profitable historically. The Company has no history of expiration of loss carryforwards, and the continued management of controllable expenses, attention to the net interest margin and the stabilization of credit losses should enable the Company to continue these earnings trends. We believe our historical positive earnings trends, coupled with our forecasted earnings over the next three years, provides positive evidence to support a conclusion that a valuation allowance is not needed. Management’s past projections have proven to be reasonably close to actual results in total, supporting the reliability of management’s forecasting methodology. Further positive evidence relates to the length of time before the Company’s net operating loss (“NOL”) carryforwards for tax purposes expire. These loss carryforwards represent approximately $1.5 million of the total net deferred tax asset of $3.2 million, and begin expiring in 2029. Negatively, we have incurred losses in the recent two fiscal years, which has resulted in the Company having cumulative losses over the prior three years. However, excluding the $7.8 million impairment of FNMA preferred securities and restricted stock in 2008 the Company has generated cumulative positive earnings through the current quarter. The impairment losses are excluded as they are infrequent in nature and aberrations rather than continuing conditions. Beginning next quarter, management anticipates having three years of cumulative losses, which taken by itself represents significant negative evidence about the realizability of the Company’s net deferred tax assets. The Company considered several factors as other mitigating evidence in reaching the conclusion to not record additional allowances on deferred tax assets, including current forecasts of earnings for the third and fourth quarters, current trends in past dues and the results of recent appraisals for key properties and collateral in its market area, indicating that the market conditions may be improving. If in fact the third or fourth quarter results do not meet management’s expectations, the Company may be required to record additional valuation allowance on some or all of the net deferred tax assets.
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The current estimate of cumulative losses in the recent trailing thirty-six months as of June 30, 2010 is reflected in the following table:
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2007* | | 2008 | | | 2009 | | | 2010** | | | Total | |
| | | | | |
Income (loss) before income taxes | | $ | 2,556 | | $ | (8,861 | ) | | $ | (89 | ) | | $ | (908 | ) | | $ | (7,302 | ) |
FNMA preferred and restricted stock impairment | | | — | | | 7,784 | | | | — | | | | — | | | | 7,784 | |
| | | | | | | | | | | | | | | | | | | |
| | $ | 2,556 | | $ | (1,077 | ) | | $ | (89 | ) | | $ | (908 | ) | | $ | 482 | |
* | 3rd and 4th quarters of 2007 |
** | 1st and 2nd quarters of 2010 |
Management currently believes that it is more likely than not that the Company will return to profitability and generate taxable income sufficient to realize the $3.2 million in net deferred tax assets. In addition, the Company is not relying upon any tax planning strategies in reaching its conclusion on the level of valuation allowance needed.
BALANCE SHEET REVIEW
Loans
Outstanding loans represent the largest component of earning assets at 67.7% of total earning assets as of June 30, 2010. Gross loans totaled $294,331,000 as of June 30, 2010, a decline of $13,062,000, or 4.2%, from gross loans of $307,393,000 as of December 31, 2009. As a result of the adverse economic environment, management has intentionally slowed loan growth and enhanced underwriting requirements. Adjustable rate loans totaled 70.3% of the loan portfolio as of June 30, 2010, which allows the Company to be in a favorable position as interest rates rise. The Company’s loan portfolio consists primarily of real estate mortgage loans, commercial loans and consumer loans with concentrations in commercial real estate, including construction and land development loans. Substantially all of these loans are to borrowers located in South Carolina, with the majority in the Company’s local market area.
Allowance for Loan Losses
The allowance for loan losses at June 30, 2010 was $6,362,000, or 2.16% of gross loans outstanding, compared to $6,315,000 or 2.05% of gross loans outstanding at December 31, 2009. The net increase of .11% in the allowance is primarily a result of the increase in loans with weakening credit quality at June 30, 2010 compared to December 31, 2009, offset by loan charge-offs of approximately $2,666,000 in the first six months of 2010. The allowance at June 30, 2010 includes an allocation of $160,000 related to specifically identified impaired loans compared to $1,039,000 at December 31, 2009.
Internal reviews and evaluations of the Company’s loan portfolio for the purpose of identifying potential problem loans, external reviews by federal and state banking examiners, management’s consideration of current economic conditions, historical loan losses and other relevant risk factors are used in evaluating the adequacy of the allowance for loan losses. The level of loan loss reserves is monitored on an on-going basis. The evaluation is inherently subjective as it requires estimates that are susceptible to significant change. Actual losses will undoubtedly vary from the estimates. Also, there is a possibility that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time. If delinquencies and defaults increase, additional loan loss provisions may be required which would adversely affect the Company’s results of operations and financial condition.
At June 30, 2010, the Company had $24,665,000 in non-performing assets, comprised of non-accruing loans of $17,134,000, $8,000 in loans more than 90 days past due and still accruing interest and $7,523,000 in OREO. This compares to $6,725,000 in non-accruing loans, $561,000 in loans more than 90 days past due and still accruing interest and $8,494,000 in OREO at December 31, 2009. Non-performing loans consisted of $15,200,000 in real estate loans, $1,816,000 in commercial loans and $126,000 in consumer loans at June 30, 2010. The nonperforming real estate loans have had appraisals within the past twelve months to support the loan balances.
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Net charge-offs for the first six months of 2010 and 2009 were approximately $2,666,000 and $991,000, respectively. The allowance for loan losses as a percentage of non-performing loans was 37.1% and 86.67% as of June 30, 2010 and December 31, 2009, respectively.
Potential problem loans, which are not included in non-performing loans, amounted to approximately $27,420,000, or 9.3% of total loans outstanding at June 30, 2010. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers or the performance of construction or development projects has caused management to have concerns about the borrower’s ability to comply with present repayment terms.Eight residential construction and land development loans totaling approximately $9,076,000 were considered potential problem loans at June 30, 2010. While these loans are currently performing under the contract terms, due to slowed lot sales, the construction or development projects are not performing as the Bank had originally planned. These loans have current appraisals of collateral that exceed the related loan balances by at least 10%.
Securities
The investment portfolio is an important contributor to the earnings of the Company. The Company strives to maintain a portfolio that provides necessary liquidity for the Company while maximizing income consistent with the ability of the Company’s capital structure to accept nominal amounts of investment risk. During years when loan demand has not been strong, the Company has utilized the investment portfolio as a means for investing “excess” funds for higher yields, instead of accepting low overnight investment rates. The investment portfolio also provides securities that can be pledged against borrowings as a source of funding for loans. It is management’s intent to maintain a significant percentage of the Company’s earning assets in the loan portfolio as loan demand allows.
As of June 30, 2010, investment securities totaled $120,467,000 or 27.7% of total earning assets. Investment securities decreased $4,517,000, or 3.6%, from $124,984,000 as of December 31, 2009, due to the sale of $41,883,000 in mortgage backed securities, the call of two municipal securities totaling $325,000 and one agency bond of $2,000,000 and cash inflows from principal prepayments on mortgage backed securities, offset by the purchase of $50,380,000 in mortgage backed securities and $3,505,000 in municipal securities.
Cash and Cash Equivalents
The Company’s cash and cash equivalents were $11,858,000 at June 30, 2010, compared to $12,664,000 at December 31, 2009, a decrease of $806,000. Balances in due from bank accounts vary depending on the settlement of cash letters and other transactions.
Deposits
The Company receives its primary source of funding for loans and investments from its deposit accounts. Total deposits increased $13,447,000, or 4.5%, to $312,093,000 as of June 30, 2010 compared to $298,646,000 as of December 31, 2009. The increase in deposits during the six months ending June 30, 2010 was primarily the result of an increase of approximately $20,700,000 in retail deposits, of which $13,977,000 was in retail certificates of deposit and $6,723,000 was in interest bearing checking accounts. The increase in retail certificates of deposit was partially offset by a decline of $7,090,000 in brokered deposits. Total core deposits have increased by approximately $16,516,000 in the six months ended June 30, 2010.
At June 30, 2010 and December 31, 2009, interest-bearing deposits comprised 89.8% and 88.7% of total deposits, respectively. Non interest-bearing deposits decreased by $1,892,000 through the first six months of 2010. Included in the interest-bearing total were brokered deposits of $22,500,000, or 7.2%, and $29,681,000, or 9.9%, of total deposits at June 30, 2010 and December 31, 2009, respectively. The Company takes into consideration liquidity needs, direction and level of interest rates and market conditions when pricing deposits. The reduction in borrowings was primarily the result of management’s efforts to raise core deposits and reduce alternative funding, coupled with the use of cash inflows from the investment and loan portfolios.
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Borrowings
The Company’s borrowings are comprised of repurchase agreements, long-term advances from the Federal Home Loan Bank of Atlanta, and junior subordinated debentures. At June 30, 2010, total borrowings were $114,841,000, compared with $146,834,000 as of December 31, 2009. Federal funds purchased were $13,993,000 at December 31, 2009. There were no federal funds purchased at June 30, 2010. At June 30, 2010 and December 31, 2009, long term repurchase agreements were $15,000,000. Notes payable to the Federal Home Loan Bank of Atlanta and the Federal Reserve Bank totaled $88,500,000 and $0, respectively, as of June 30, 2010, compared to $106,500,000 and $10,000,000, respectively, as of December 31, 2009. The weighted average rate of interest for the Company’s portfolio of Federal Home Loan Bank of Atlanta advances was 3.25% and 3.37% as of June 30, 2010 and December 31, 2009, respectively. The weighted average remaining maturity for Federal Home Loan Bank of Atlanta advances was 2.44 years and 2.36 years as of June 30, 2010 and December 31, 2009, respectively.
In October 2004 and December 2006, the Company issued $6,186,000 and $5,155,000 of junior subordinated debentures to its wholly-owned capital trusts, Greer Capital Trust I and Greer Capital Trust II, respectively, to fully and unconditionally guarantee the trust preferred securities issued by the capital trusts.
The junior subordinated debentures issued in October 2004 mature in October 2034. Interest payments are due quarterly to Greer Capital Trust I at the three-month LIBOR plus 220 basis points.
The junior subordinated debentures issued in December 2006 mature in December 2036, but include an option to call the debt in December 2011. Interest payments are due quarterly to Greer Capital Trust II at the three-month LIBOR plus 173 basis points.
Liquidity and Capital Resources
Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring sources and uses of funds in order to meet day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities in the investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control. Liquidity is also a measure of the Company’s ability to provide funds to meet the needs of depositors and borrowers. The Company’s primary goal is to meet these needs at all times. In addition to these basic cash needs, the Company must meet liquidity requirements created by daily operations and regulatory requirements. Liquidity requirements of the Company are met primarily through two categories of funding: core deposits and borrowings. In the first six months of 2010, liquidity needs were met through the significant increase in core deposits.
Core deposits include checking and savings accounts, as well as retail certificates of deposit less than $100,000. These deposits, which are generally the result of stable consumer and commercial banking relationships, are considered to be a relatively stable component of the Company’s mix of liabilities. At June 30, 2010, core deposits totaled approximately $219,234,000, or 70.2%, of the Company’s total deposits, compared to approximately $202,717,000, or 67.9%, of the Company’s total deposits as of December 31, 2009.
Unsecured lines of credit with correspondent banks are also sources of liquidity. Of the total lines of credit of $35,500,000 at June 30, 2010 and December 31, 2009, approximately $20,500,000 and $16,500,000 were available for use as of each of those dates, respectively. The Bank also has a collateralized borrowing capacity of 30% of total assets from the FHLB. Outstanding FHLB borrowings totaled $88,500,000 and $106,500,000 at June 30, 2010 and December 31, 2009, respectively. Unused available FHLB borrowings totaled approximately $26,420,000 and $24,150,000 at June 30, 2010 and December 31, 2009, respectively, and were subject to collateral availability. The Bank has additional borrowing capacity through the Federal Reserve Bank “discount window” and has pledged its consumer and commercial loan portfolio as collateral for approximately $35,349,000 in unused available credit.
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In addition to the primary funding sources discussed above, secondary sources of liquidity include sales of investment securities which are not held for pledging purposes, approximately $15,000,000 at June 30, 2010, and sales of other classes of assets.
Greer Bancshares Incorporated, the parent holding company generally has liquidity needs to pay limited operating expenses and dividends. These liquidity needs include interest on junior subordinated debt and dividends on preferred stock issued as a part of the Troubled Asset Relief Program. Any cash dividends paid to shareholders are typically funded by dividends from the Company’s banking subsidiary. However, the Company has not received dividends from the banking subsidiary since August 2009. Pursuant to S.C. banking law, all cash dividends must be paid out of the undivided profits then on hand, after deducting expenses, including reserves for losses and bad debts. The Bank is authorized to pay cash dividends up to 100% of net income in any calendar year without obtaining the prior approval of the South Carolina Board of Financial Institutions provided that the Bank received a composite rating of one or two at the last federal or state regulatory examination. The Bank must obtain approval from the South Carolina Board of Financial Institutions prior to the payment of any other cash dividends. In addition, under the FDIC Improvement Act, the Bank may not pay a dividend if, after paying the dividend, the Bank would be undercapitalized. The Company’s ability to pay dividends on its common stock is also limited by the Company’s participation in the Capital Purchase Program. Management believes it may be necessary to request approval of a dividend from the Bank to the parent holding company to meet liquidity needs in 2011.
In March 2010 Greer Bancshares Incorporated sold a parcel of land for $590,000 before selling costs which had previously been held for future expansion. Proceeds from the sale will meet short term Company liquidity needs.
Management believes that the Company’s available borrowing capacity and efforts to grow deposits are adequate to provide the necessary funding for its banking operations for the remainder of 2010. However, management is prepared to take other actions, including potential asset sales, if necessary to maintain appropriate liquidity.
Regulatory Capital
The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital of the Company consists of equity minus unrealized gains plus unrealized losses on securities available for sale and less a disallowed portion of our deferred tax assets. In addition to Tier 1 capital requirements, Tier 2 capital consists of the allowance for loan losses subject to certain limitations. A bank holding company’s qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total risk-based capital. The holding company and banking subsidiary are also required to maintain capital at a minimum level based on average assets, which is known as the leverage ratio. Only the strongest bank holding companies and banks are allowed to maintain capital at the minimum requirement, which is 4%. All others are subject to maintaining ratios 100 to 200 basis points above the minimum.
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The Bank exceeded regulatory capital requirements at June 30, 2010 and December 31, 2009 as set forth in the following table:
| | | | | | | | | | | | | | | | | | |
| | | | | For Capital Adequacy Purposes | | | To Be Well Capitalized Under Prompt Corrective Action Provisions | |
Bank: | | Actual | | | Minimum | | | Minimum | |
| | Amount | | Ratio | | | Amount | | Ratio | | | Amount | | Ratio | |
As of June 30, 2010 | | | | | | | | | | | | | | | | | | |
Total risk-based capital (to risk-weighted assets) | | $ | 38,764 | | 11.5 | % | | $ | 26,900 | | 8.0 | % | | $ | 33,624 | | 10.0 | % |
Tier 1 capital (to risk-weighted assets) | | $ | 34,534 | | 10.3 | % | | $ | 13,450 | | 4.0 | % | | $ | 20,175 | | 6.0 | % |
Tier 1 capital (leverage) (to average assets) | | $ | 34,534 | | 7.6 | % | | $ | 18,278 | | 4.0 | % | | $ | 22,848 | | 5.0 | % |
| | | | | | |
As of December 31, 2009 | | | | | | | | | | | | | | | | | | |
Total risk-based capital (to risk-weighted assets) | | $ | 39,985 | | 11.5 | % | | $ | 27,824 | | 8.0 | % | | $ | 34,780 | | 10.0 | % |
Tier 1 capital (to risk-weighted assets) | | $ | 35,614 | | 10.2 | % | | $ | 13,912 | | 4.0 | % | | $ | 20,867 | | 6.0 | % |
Tier 1 capital (leverage) (to average assets) | | $ | 35,614 | | 7.6 | % | | $ | 18,809 | | 4.0 | % | | $ | 23,511 | | 5.0 | % |
The Holding Company is also subject to certain capital requirements. At June 30, 2010, the Tier 1 risk-based capital ratio, Tier 1 capital (leverage) ratio and the total risk-based capital ratio were 10.3%, 7.6% and 12.2%, respectively. At December 31, 2009, the Tier 1 risk-based capital ratio, Tier 1 capital ratio and the total risk-based capital ratio were 10.3%, 7.7% and 12.1%, respectively.
Forward-looking and Cautionary Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements relate to, among other things, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “may,” and “intend,” as well as other similar words and expressions, are intended to identify forward-looking statements. Actual results may differ materially from the results discussed in the forward-looking statements. The Company’s operating performance is subject to various risks and uncertainties including, without limitation:
| • | | significant increases in competitive pressure in the banking and financial services industries; |
| • | | reduced earnings due to higher credit losses owing to economic factors, including declining home values, increasing interest rates, increasing unemployment, or changes in payment behavior or other causes; |
| • | | the concentration of our portfolio in real estate based loans and the weakness in the commercial real estate market; |
| • | | increased funding costs due to market illiquidity, increased competition for funding or other regulatory requirements; |
| • | | market risk and inflation; |
| • | | level, composition and re-pricing characteristics of our securities portfolios; |
| • | | availability of wholesale funding; |
| • | | adequacy of capital and future capital needs; |
| • | | our reliance on secondary sources of liquidity such as FHLB advances, federal funds lines of credit from correspondent banks and brokered time deposits, to meet our liquidity needs; |
| • | | changes in the interest rate environment which could reduce anticipated or actual margins; |
| • | | changes in political conditions or the legislative or regulatory environment, including recently enacted and proposed legislation; |
| • | | adequacy of the level of our allowance for loan losses; |
26
| • | | the rate of delinquencies and amounts of charge-offs; |
| • | | the rates of loan growth; |
| • | | adverse changes in asset quality and resulting credit risk-related losses and expenses; |
| • | | general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality; |
| • | | changes occurring in business conditions and inflation; |
| • | | changes in monetary and tax policies; |
| • | | loss of consumer confidence and economic disruptions resulting from terrorist activities; |
| • | | changes in the securities markets; and |
| • | | ability to generate future taxable income to realize deferred tax assets; and |
| • | | ability to have sufficient liquidity at the parent holding company level to pay preferred stock dividends and interest expense on junior subordinated debt; and |
| • | | other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. |
For a description of factors which may cause actual results to differ materially from such forward-looking statements, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and other reports from time to time filed with or furnished to the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made. The Company undertakes no obligation to update any forward-looking statements made in this report.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable.
Item 4. | Controls and Procedures |
As of the end of the period covered by this report, an evaluation was carried out, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the current disclosure controls and procedures are effective as of June 30, 2010. There have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
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PART II – OTHER INFORMATION
The Company is involved in various legal actions arising in the normal course of business. Management believes that these proceedings will not result in a material loss to the Company.
Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-looking and Cautionary Statements,” in Part I-Item 2 of this Form 10-Q. More detailed information concerning our risk factors may be found in Part I-Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”).
There have been no material changes in the risk factors previously disclosed in Part I-Item 1A of our Form 10-K.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable
Item 3. | Defaults Upon Senior Securities |
Not applicable
David Rogers
We regret to report that David Rogers, a director of the Company, passed away on July 25, 2010. David was one of the original organizers of the Bank and served as a director and counselor to the Company since 1988. We will miss him greatly. The Board is currently evaluating whether it will fill the vacancy prior to next year’s Annual Meeting.
| | |
31.1* | | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
31.2* | | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
32* | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC §1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. |
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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.
| | | | |
| | | | GREER BANCSHARES INCORPORATED |
| | |
Dated: August 13, 2010 | | | | /S/ KENNETH M. HARPER |
| | | | Kenneth M. Harper |
| | | | President and Chief Executive Officer |
| | |
Dated: August 13, 2010 | | | | /S/ J. RICHARD MEDLOCK, JR. |
| | | | J. Richard Medlock, Jr. |
| | | | Chief Financial Officer |
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INDEX TO EXHIBITS
| | |
| |
31.1* | | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
31.2* | | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
32* | | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC §1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. |
30