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8-K - GREEN BANKSHARES, INC. 8-K - GREEN BANKSHARES, INC.a50230395.htm

Exhibit 99.1

Green Bankshares Announces Financial Results for the Fourth Quarter and Full Year 2011

GREENEVILLE, Tenn.--(BUSINESS WIRE)--April 9, 2012--Green Bankshares, Inc. (NASDAQ:GRNB), a majority-owned subsidiary of Capital Bank Financial Corp. ("CBF", formerly known as North American Financial Holdings, Inc.), today reported unaudited financial results for the fourth quarter of 2011. Operating and financial highlights include the following:

  • The Company reported a net loss available to common shareholders of $33.7 million, or $2.57 per diluted share, for the period prior to the CBF investment from January 1, 2011 through September 7, 2011;
  • The Company reported net income of $1.7 million and $2.6 million, or $0.01 and $0.02 per diluted share, for the periods subsequent to the CBF investment in the fourth quarter of 2011, and the period from September 8, 2011 through December 31, 2011, respectively; and
  • The Company held a 34% ownership in Capital Bank, National Association ("Capital Bank, NA") as of December 31, 2011.

CBF is a bank holding company formed with the goal of creating a regional banking franchise in the southeastern region of the United States through organic growth and acquisition of other banks, including failed, underperforming and undercapitalized banks. CBF is the controlling owner of Capital Bank, NA, a $6.5 billion bank with 143 branches in Florida, North Carolina, South Carolina, Tennessee and Virginia.

"Thanks to the hard work of team mates across the Company, I am very proud to be able to say that today, Capital Bank, NA is a single bank, with 143 branches operating under one brand, offering a common set of products and processing on one IT system. That is a huge accomplishment for us in such a short period of time," stated Gene Taylor, Chairman and Chief Executive Officer of CBF and Green Bankshares, Inc.

"We are pleased with continued success in generating new loans and core deposits. These activities are helping customers achieve their goals and will lead to higher profitability for the Company," commented Chris Marshall, Chief Financial Officer of CBF and Green Bankshares, Inc.

Bank Mergers

On September 7, 2011, GreenBank, which was formerly a wholly owned subsidiary of the Company, merged (the "Bank Merger") with and into Capital Bank, NA, a national banking association and subsidiary of TIB Financial Corp. ("TIB Financial"), a corporation organized under the laws of the State of Florida, Capital Bank Corporation, a corporation organized under the laws of the state of North Carolina ("Capital Bank Corp.") and CBF, with Capital Bank, NA as the surviving entity. CBF is the owner of approximately 90% of the Company's common stock, approximately 83% of Capital Bank Corp.'s common stock and approximately 94% of TIB Financial's common stock.


As of December 31, 2011, Capital Bank, NA had total assets of $6.5 billion, total deposits of $5.1 billion and shareholders' equity of $939.8 million. As of December 31, 2011, following the Bank Merger, Capital Bank, NA operated 143 branches in Tennessee, Florida, North Carolina, South Carolina, and Virginia.

Through the subsidiary bank mergers the common stock of the subsidiary banks was converted into shares of Capital Bank, NA common stock based on each entity’s relative tangible book value. As a result of the mergers of TIB Bank, Capital Bank and Green Bank into Capital Bank, N.A., the Company now owns approximately 34% of Capital Bank, NA, with CBF directly owning 19%, Capital Bank Corp. directly owning 26% and TIB Financial owning the remaining 21%.

Due to its ownership level and significant influence, the Company's investment in Capital Bank, NA is recorded as an equity-method investment in that entity. As of December 31, 2011, the Company's investment in Capital Bank, NA totaled $315.3 million, which reflected the Company's pro rata ownership of Capital Bank, NA's total shareholders' equity as a result of the Bank Merger. In periods subsequent to the Bank Merger, the Company will adjust this equity investment balance based on its equity in Capital Bank, NA's net income and comprehensive income. In connection with the Bank Merger, assets and liabilities of GreenBank were deconsolidated from the Company's balance sheet, resulting in a significant decrease in total assets and total liabilities of the Company in the third quarter of 2011.

Potential Merger of the Company and CBF

On September 8, 2011, the Boards of Directors of CBF and the Company approved and adopted a merger agreement. The merger agreement provides for the merger, following the receipt of shareholder approval by the Company’s shareholders (including CBF), of the Company with and into CBF, with CBF continuing as the surviving entity. In the merger, each share of the Company’s common stock issued and outstanding immediately prior to the completion of the merger, except for shares for which appraisal rights are properly exercised and certain shares held by CBF or the Company, will be converted into the right to receive 0.0915 of a share of CBF Class A common stock. No fractional shares of Class A common stock will be issued in connection with the merger, and holders of the Company’s common stock will be entitled to receive cash in lieu thereof.

Since CBF is the majority shareholder of the Company, CBF will be able to determine the outcome of the shareholder vote needed to approve the merger.

Financial Discussion

Financial results for 2011 were significantly impacted by the controlling investment in the Company by CBF. The Company applied push-down accounting. Accordingly, the Company's assets and liabilities were adjusted to estimated fair values at the September 7, 2011 CBF investment date, resulting in elimination of the allowance for loan losses. The Company is still in the process of completing its fair value analysis of assets and liabilities, and final fair value adjustments may differ from the preliminary estimates recorded to date. Financial results prior to the CBF Investment have been labeled with "Predecessor Company" while results subsequent to the CBF Investment have been labeled with "Successor Company."

The Successor Company reported net income of $1.7 million for the fourth quarter of 2011, while the Predecessor Company reported a net loss available to common shareholders of $52.8 million for the fourth quarter of 2010. Regarding full year results, the Successor Company reported net income of $2.6 million for the period from September 8, 2011 through December 31, 2011, while the Predecessor Company reported a net loss available to common shareholders of $33.7 million for the period prior to the CBF investment from January 1, 2011 through September 7, 2011, and a net loss available to common shareholders of $85.7 million for the full year 2010.


Due to the difference in lengths of reporting periods and the Merger discussed above and the resulting deconsolidation of GreenBank on September 7, 2011, the operating results for the period from January 1, 2011 through September 7, 2011, only include the results of GreenBank for approximately eight months and therefore are generally not comparable to the operations in prior years.

The loss reported in the period from January 1, 2011 through September 7, 2011, was primarily due to a $43.7 million provision for loan losses and $24.8 million in foreclosed asset related expenses. The loss reported for the full year of 2010 was primarily due to a $71.1 million provision for loan losses and $35.4 million in foreclosed asset related expenses.

Predecessor Company net interest margin for the period from January 1, 2011 through September 7, 2011, was 3.86%, unchanged versus the full year of 2010. Subsequent to the deconsolidation of GreenBank on September 7, 2011, the net interest margin is not meaningful as the Company has no interest earning asset. As the Company accounts for its investment in Capital Bank, NA using the equity method, the Company's proportional share of the net after tax earnings of Capital Bank, NA is recorded as Equity in income of Capital Bank, NA, which for the period from September 8, 2011 through December 31, 2011, was $3.4 million.

The following table presents summarized financial information for Capital Bank, NA:

 

Three Months Ended
December 31, 2011

Interest income

$

74,163

Interest expense   9,266
Net interest income 64,897
Provision for loan losses 16,790
Non-interest income 16,105
Non-interest expense   53,271
Net income $ 6,797
 

About Green Bankshares

Headquartered in Greeneville, Tennessee, Green Bankshares, Inc. is a financial services company with a 34% equity method investment in Capital Bank, NA, a national banking association with approximately $6.5 billion in total assets and 143 branches serving communities in Tennessee, Florida, North Carolina, South Carolina, and Virginia.


 
GREEN BANKSHARES, INC.
Unaudited Financial Highlights
(In thousands except per share data)
       

Successor
Company

Predecessor
Company

Successor
Company

Predecessor
Company

Three
Months
Ended
Dec. 31,
2011

 

Sept. 8 -
Sept. 30,
2011

July 1 –
Sept. 7,
2011

 

Three
Months
Ended
Dec. 31,
2010

Sept. 8 -
Dec. 31,
2011

Jan. 1 -
Sept. 7,
2011

 

Year
Ended
Dec. 31,
2010

Operating Data:
Interest income $ $ $ 18,480 $ 28,213 $ $ 71,180 $ 120,864
Interest expense   741     236     4,422     8,499     977     18,404     37,271  
Net interest income (loss) (741 ) (236 ) 14,058 19,714 (977 ) 52,776 83,593
Provision for loan losses 15,513 25,646 43,742 71,107
Noninterest income 2,297 1,169 11,940 7,058 3,465 27,803 32,544
Noninterest expense 188 95 29,585 41,986 282 77,382 110,815
Income tax provision (benefit)   (318 )   (123 )   974     10,688     (441 )   974     14,910  
Net income (loss) 1,686 961 (20,074 ) (51,548 ) 2,647 (41,519 ) (80,695 )
Preferred stock dividends and related cost 909 1,250 3,409 5,001
Gain on retirement of Series A preferred allocated to common shareholders           11,188             11,188      
Net income (loss) available to common shareholders $ 1,686   $ 961   $ (9,795 ) $ (52,798 ) $ 2,647   $ (33,740 ) $ (85,696 )
 

Per Share of Common Stock:

Basic earnings (loss) $ 0.01 $ 0.01 $ (0.75 ) $ (4.03 ) $ 0.02 $ (2.57 ) $ (6.54 )
Diluted earnings (loss) $ 0.01 $ 0.01 $ (0.75 ) $ (4.03 ) $ 0.02 $ (2.57 ) $ (6.54 )
Dividends $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
 

Weighted Average Shares Outstanding:

Basic 133,084 133,084 13,146 13,098 133,084 13,126 13,094
Diluted 133,160 133,174 13,146 13,098 133,160 13,126 13,094
 

   
GREEN BANKSHARES, INC.
End of Period Balances
(Dollars in thousands except per share data)
 
Successor Company

Predecessor
Company

Dec. 31,
2011

 

Sept. 30,
2011

Dec. 31,
2010

Assets $ 321,238 $ 319,439 $ 2,406,040
Investment in Capital Bank, NA 315,343 313,194
Loans, net of unearned interest 1,745,378
Cash and investments 2,091 2,347 509,415
Federal funds sold 4,856
Deposits 1,976,854
FHLB advances and notes payable 158,653
Subordinated debentures 45,180 44,944 88,662
Repurchase agreements 19,413
Shareholder's equity 260,049 258,582 143,897
Common shareholder's equity (1) 260,049 258,582 75,776
Tangible common shareholder's equity (2) 216,810 215,901 69,025
Tangible shareholder's equity (3) 216,810 215,901 137,146
 
Ratios:
Common book value per share (1) $ 1.95 $ 1.94 $ 5.75
Tangible common book value per share (2) $ 1.63 $ 1.62 $ 5.23
 

(1)

Common shareholder equity is shareholders' equity less preferred stock.

(2)

Tangible common shareholders' equity is shareholders' equity less goodwill, intangible assets and preferred stock.

(3)

Tangible shareholders' equity is shareholders' equity less goodwill and intangible assets.

(4)

Tangible assets is total assets less goodwill and intangible assets.

 

 
GREEN BANKSHARES, INC.
Consolidated Balance Sheets
(Dollars in thousands except per share data)
   

(Unaudited)
Successor Company

Predecessor
Company

Dec. 31,
2011

 

Sept. 30,
2011

Dec. 31,
2010

ASSETS

 
Cash and due from banks $ 2,091 $ 2,347 $ 289,358
Federal funds sold           4,856  
Cash and cash equivalents 2,091 2,347 294,214
Investment in Capital Bank, NA 315,343 313,194

Securities available-for-sale ("AFS")

202,002

Securities held-to-maturity (with a December 31, 2010 market value of $467)

465
FHLB and other stock, at cost 12,734
Loans held for sale 1,299
Loans, net of unearned income 1,745,378
Allowance for loan losses (66,830 )
Other real estate owned and repossessed assets 60,095
Bank premises and equipment, net 78,794
Cash surrender value of life insurance 31,479
Core deposit and other intangibles 6,751
Deferred Tax Asset ( December 31, 2010 net of valuation allowance of $43,455) 2,177
Other assets   3,804     3,898     37,482  
Total assets $ 321,238   $ 319,439   $ 2,406,040  

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 
Non-interest-bearing deposits $ $ $ 152,752
Interest-bearing deposits 1,822,703
Brokered deposits           1,399  
Total deposits 1,976,854
Federal funds purchased
Repurchase agreements 19,413
FHLB advances and notes payable 158,653
Subordinated debentures 45,180 44,944 88,662
Deferred Tax Liability 15,522 15,563
Accrued interest payable and other liabilities   487     350     18,561  
Total liabilities   61,189     60,857     2,262,143  
 

SHAREHOLDERS' EQUITY

 

Preferred stock: no par value, 1,000,000 shares authorized; 0, 0 and 72,278 shares outstanding

68,121
Common stock: $0.01, $0.01 and $2 par value, 300,000,000, 300,000,000 and 20,000,000 shares authorized; 133,160,384, 133,174,370 and 13,188,896 shares outstanding 1,332 1,332 26,378
Common stock warrants 6,934
Additional paid in capital 257,531 257,558 188,901
Retained earnings (deficit) 2,647 961 (147,436 )
Accumulated other comprehensive income   (1,461 )   (1,269 )   999  
Total shareholders' equity   260,049     258,582     143,897  
Total liabilities & shareholders' equity $ 321,238   $ 319,439   $ 2,406,040  
 

   
GREEN BANKSHARES, INC.
Consolidated Statements of Income
(In thousands except per share data)
 
Successor Company

Predecessor Company

Three
Months
Ended
Dec. 31,
2011

 

Sept. 8 -
Sept. 30,
2011

July 1 -
Sept. 7,
2011

 

 

Three
Months
Ended
Dec. 31,
2010

 

Jan. 1 -
Sept. 7,
2011

 

Year Ended

 

Dec. 31,
2010

 

Dec. 31,
2009

Interest income:

Interest and fees on loans $ $ $ 16,854 $ 26,543 $ 65,258 $ 113,721 $ 129,212
Taxable securities 1,202 1,078 4,290 4,938 7,035
Nontaxable securities 204 319 790 1,241 1,260
FHLB and other stock 102 122 374 530 573
Federal funds sold and other           118     151     468     434     376  
Total interest income           18,480     28,213     71,180     120,864     138,456  

 

Interest expense:

Deposits 2,873 6,303 12,764 28,434 45,768
Federal funds purchased and repurchase agreements 3 5 11 22 29
FHLB advances and notes payable 1,200 1,703 4,314 6,835 9,557
Subordinated debentures   741     236     346     488     1,315     1,980     2,577  
Total interest expense   741     236     4,422     8,499     18,404     37,271     57,931  
 
Net interest income   (741 )   (236 )   14,058     19,714     52,776     83,593     80,525  
 
Provision for loan losses           15,513     25,646     43,742     71,107     50,246  

 

Non-interest income:

Service charges on deposit accounts 4,137 4,896 16,346 24,179 23,738
Other charges and fees 348 635 1,147 1,791 1,999
Trust and investment services income 446 482 1,457 2,842 1,977
Mortgage banking income 72 250 271 703 383

Equity Method Income in Capital Bank NA

2,281 1,165 -
Other income 16 4 613 795 2,258 3,122 3,042
Securities gains (losses), net
Realized gains (losses), net 6,324 6,324 1,415
Other-than-temporary impairment (553 ) (1,678 )

Less non-credit portion recognized in other comprehensive income

                      460     702  
Total non-interest income   2,297     1,169     11,940     7,058     27,803     32,544     31,578  
 

Non-interest expense:

Employee compensation 6,105 8,087 21,560 31,990 30,611
Employee benefits 602 769 2,458 3,378 3,835
Occupancy expense 1,803 1,733 5,308 6,908 6,956
Equipment expense 661 728 2,176 2,846 3,092
Computer hardware/software expense 653 897 2,508 3,523 2,816
Professional services 102 61 1,189 853 3,099 2,777 2,108
Advertising 448 327 1,533 2,388 1,894
OREO maintenance expense 627 613 2,976 2,324 1,222
Collection and repossession expense 408 899 1,727 3,228 3,131
Loss on OREO and repossessed assets 13,672 21,922 20,101 29,895 8,156
FDIC insurance 260 996 2,629 4,155 4,960
Core deposit and other intangible amortization 467 647 1,716 2,584 2,750
Goodwill impairment 143,389
Other expenses   86     34     2,690     3,515     9,591     14,819     14,667  
Total non-interest expense   188     95     29,585     41,986     77,382     110,815     229,587  
Income (loss) before income taxes 1,368 838 (19,100 ) (40,860 ) (40,545 ) (65,785 ) (167,730 )
Income taxes provision (benefit)   (318 )   (123 )   974     10,688     974     14,910     (17,036 )
 
Net income (loss) 1,686 961 (20,074 ) (51,548 ) (41,519 ) (80,695 ) (150,694 )
 
Preferred stock dividends and accretion of discount on warrants 909 1,250 3,409 5,001 4,982
Gain on retirement of Series A preferred allocated to common shareholders           11,188  

 

    11,188    

   

 
Net income (loss) available to common shareholders $ 1,686   $ 961   $ (9,795 ) $ (52,798 ) $ (33,740 ) $ (85,696 ) $ (155,676 )
 
Per share of common stock:
Basic earnings (loss) $ 0.01   $ 0.01   $ (0.75 ) $ (4.03 ) $ (2.57 ) $ (6.54 ) $ (11.91 )
Diluted earnings (loss) $ 0.01   $ 0.01   $ (0.75 ) $ (4.03 ) $ (2.57 ) $ (6.54 ) $ (11.91 )
Dividends $ 0.00   $ 0.00   $ 0.00   $ 0.00   $ 0.00   $ 0.00   $ 0.00  
 
Weighted average shares outstanding:
Basic   133,084     133,084     13,146     13,098     13,126     13,094     13,068  
Diluted (1)   133,160     133,174     13,146     13,098     13,126     13,094     13,068  
 

(1)

Diluted weighted average shares outstanding for the period from July 1, 2011 to September 7, 2011, January 1, 2011 to September 7, 2011, and three and twelve months ended December 31, 2010, excludes 119,150, 94,930, 92,674 and 92,979 shares, respectively, because they are anti-dilutive.

 

 
GREEN BANKSHARES, INC.
Consolidated Average Balances, Interest Rates and Yields
 
Predecessor Company

Period of
July 1 to Sept. 7, 2011

 

Three Months Ended
Dec. 31, 2010

Average
Balance

  Interest  

Average
Rate

Average
Balance

  Interest  

Average
Rate

Interest-earning assets:

 
Loans(1)(2) $ 1,404,673 $ 16,863 6.35 % $ 1,676,376 $ 26,558 6.29 %
Investment securities(2) 253,733 1,618 3.37 % 180,047 1,690 3.72 %
Other short-term investments   260,137   118 0.24 %   237,976   152 0.25 %
Total interest-earning assets   1,918,543   18,599 5.13 %   2,094,399   28,400 5.38 %
 
Non-interest earning assets   319,598   357,387
Total assets $ 2,238,141 $ 2,451,786
 

Interest-bearing liabilities:

Deposits:

Interest checking, money market and savings $ 1,044,383 $ 822 0.42 % $ 1,018,134 $ 2,517 0.98 %
Time deposits   615,145   2,050 1.76 %   778,060   3,786 1.93 %
Total interest bearing-deposits   1,659,528   2,872 0.92 %   1,796,194   6,303 1.39 %
 
Securities sold under repurchase and short-term borrowings 15,456 3 0.10 % 20,848 5 0.10 %
Notes payable 157,826 1,201 4.03 % 169,910 1,703 3.98 %
Subordinated debentures   88,662   346 2.06 %   88,662   488 2.18 %
Total interest-bearing liabilities   1,921,472   4,422 1.22 %   2,075,614   8,499 1.62 %
 

Non-interest bearing liabilities:

Demand Deposits 173,999 167,201
Other Liabilities   22,652   16,060
Total non-interest bearing liabilities   196,651   183,261
 
Total liabilities   2,118,123   2,258,875
 
Shareholders' equity   120,018   192,911
 

Total liabilities & shareholders' equity

$ 2,238,141 $ 2,451,786
 
Net interest income   14,177   19,901
 
Interest rate spread 3.91 % 3.76 %
 

Net yield on interest-earning assets (net interest margin)

3.91 % 3.77 %
 

(1)

Average loan balances exclude nonaccrual loans for the periods presented.

(2)

Fully Taxable Equivalent (“FTE”) at the rate of 35%. The FTE basis adjusts for the tax benefits of income on certain tax-exempt loans and investments using the federal statutory rate of 35% for each period presented. The Company believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

 

 
GREEN BANKSHARES, INC.
Consolidated Average Balances, Interest Rates and Yields
 
Predecessor Company

Period of
Jan. 1 to Sept. 7, 2011

 

Twelve Months Ended
Dec. 31, 2010

Average
Balance

  Interest  

Average
Rate

Average
Balance

  Interest  

Average
Rate

Interest-earning assets:

 
Loans(1)(2) $ 1,491,844 $ 65,293 6.39 % $ 1,833,865 $ 113,788 6.20 %
Investment securities(2) 243,473 5,879 3.53 % 180,681 7,376 4.08 %
Other short-term investments   278,355   468 0.25 %   170,952   435 0.25 %
Total interest-earning assets   2,013,672   71,640 5.19 %   2,185,498   121,599 5.56 %
 
Non-interest earning assets   331,633   325,948
Total assets $ 2,345,305 $ 2,511,446
 

Interest-bearing liabilities:

Deposits:

Interest checking, money market and savings $ 1,066,783 $ 4,062 0.56 % $ 980,878 $ 9,924 1.01 %
Time deposits   696,335   8,702 1.82 %   841,458   18,510 2.20 %
Total interest bearing-deposits   1,763,118   12,764 1.06 %   1,822,336   28,434 1.56 %
 

Securities sold under repurchase and short-term borrowings

16,466 11 0.10 % 22,338 22 0.10 %
Notes payable 158,351 4,314 3.98 % 171,229 6,835 3.99 %
Subordinated debentures   88,662   1,315 2.17 %   88,662   1,980 2.23 %
Total interest-bearing liabilities   2,026,597   18,404 1.33 %   2,104,565   37,271 1.77 %
 

Non-interest bearing liabilities:

Demand Deposits 166,768 166,814
Other Liabilities   19,575   17,854
Total non-interest bearing liabilities   186,343   184,668
 
Total liabilities   2,212,940   2,289,233
 
Shareholders' equity 132,365 222,213
 

Total liabilities & shareholders' equity

$ 2,345,305 $ 2,511,446
 
Net interest income   53,236   84,328
 
Interest rate spread 3.87 % 3.79 %
 
Net yield on interest-earning assets (net interest margin) 3.86 % 3.86 %
 

(1)

Average loan balances exclude nonaccrual loans for the periods presented.

(2)

Fully Taxable Equivalent (“FTE”) at the rate of 35%. The FTE basis adjusts for the tax benefits of income on certain tax-exempt loans and investments using the federal statutory rate of 35% for each period presented. The Company believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

CONTACT:
Green Bankshares, Inc.
Christopher G. Marshall, 704-554-5901
Chief Financial Officer
cmarshall@nafhinc.com