8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 27, 2011

TENNESSEE COMMERCE BANCORP, INC.

(Exact name of registrant as specified in its charter)

TENNESSEE	000-51281	62-1815881
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

381 Mallory Station Road, Suite 207, Franklin, Tennessee	37067
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (615) 599-2274

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On November 1, 2011, Tennessee Commerce Bancorp, Inc. (the “Corporation”) issued a press release announcing its financial results for the quarter ended September 30, 2011. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 31, 2011, the Corporation received a letter from The NASDAQ Stock Market LLC (“NASDAQ”) advising that for the previous 30 consecutive business days, the Corporation failed to comply with the minimum closing bid price of $1.00 per share requirement for continued listing on the NASDAQ Global Market pursuant to NASDAQ Marketplace Rule 5450(a)(1). This notification has no effect on the listing of the Corporation’s common stock at this time.

NASDAQ stated in its letter that in accordance with NASDAQ Marketplace Rule 5810(c)(3)(a)(ii), the Corporation will be provided 180 calendar days, or until April 30, 2012, to regain compliance with the minimum closing bid price of $1.00 per share requirement for continued listing. The NASDAQ letter also states that if, at any time before April 30, 2012, the minimum closing bid price is at least $1.00 per share or more for a minimum of 10 consecutive business days, the NASDAQ staff will provide the Corporation with written notification that it has achieved compliance for the continued listing requirement and the matter will be closed.

If the Corporation does not regain compliance with the minimum closing bid price of $1.00 per share continued listing requirement by April 30, 2012, the NASDAQ staff will provide the Corporation with written notification that the Corporation’s common stock will be delisted from the NASDAQ Global Market. Alternatively, NASDAQ Marketplace Rules may permit the Corporation to transfer the Corporation’s common stock to the NASDAQ Capital Market if the Corporation’s common stock satisfies the criteria for continued listing on such market.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On October 27, 2011, management of the Corporation, and subsequently, its Audit Committee and Board of Directors, determined that its financial statements for the quarter ended June 30, 2011, as included in the Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, should no longer be relied upon due to an expected approximately $83.0 million increase in the provision for loan losses and related allowance for loan losses as a result of an ongoing joint examination of Tennessee Commerce Bank (the “Bank”), a wholly-owned subsidiary of the Corporation, by the Federal Deposit Insurance Corporation (the “FDIC”) and the Tennessee Department of Financial Institutions (the “TDFI”).  Consequently, the Corporation intends to file an amendment to its Form 10-Q for the period ended June 30, 2011, as soon as reasonably practicable, to give effect to the expected increase in the provision and allowance for loan losses.

As of the date of this filing and based on the Corporation’s initial estimates, the following changes to the previously reported financial results are anticipated:

·The Corporation’s net loss for the three months ended June 30, 2011, is expected to increase from $11.77 million to approximately $96.56 million.  Fully-diluted earnings per share (“EPS”) for the three months ended June 30, 2011, originally reported to be a loss of $1.00, are expected to change to a loss of approximately $2.02. Due to the adjustments in the second quarter of 2011 financial results, the Corporation’s net loss for the six months ended June 30, 2011, is expected to increase from $14.60 million to $99.39 million, and EPS for the six months ended June 30, 2011, originally reported at a loss of $1.26, is now projected to be a loss of approximately $7.81;

·The provision for loan losses for the six months ended June 30, 2011 is expected to increase from $18.94 million to approximately $101.96 million.  As a result of the increased provision for loan losses, the allowance for loan losses as of June 30, 2011 is expected to increase to approximately $34.93 million, or 3.23% of loans, compared to the originally reported amount of $28.21 million, or 2.44% of gross loans;

·Impaired loans, net of allowance for loan losses, will decrease from $192.13 million to approximately $166.89 million, as of June 30, 2011.  The reduction is due to charge downs of $76.29 million versus additions $63.29 million in additions and upgrades of $18.17 million. Specific reserves increased from $10.07 million to $12.24 million, an increase of $2.17 million or 21.58%;

·Net charge-offs for the second quarter of 2011, will increase from $12.20 million to approximately $88.49  million;

·Loans, net of unearned income and the allowance for loan losses, will decline to approximately $1.04 billion from the previously reported level of $1.13 billion and total assets will decline to $1.39 billion from the previously reported level of $1.48 billion.

The adjustments described above are expected to result in a decrease in total shareholders’ equity at June 30, 2011 of approximately $84.79 million to approximately $22.15million from the previously reported amount of $106.94 million.  On a preliminary basis, the Corporation estimates that the Bank’s leverage ratio, tier 1 risk-based capital ratio and total risk-based capital ratio will decline to approximately 1.95%, 2.64% and 3.92%, respectively, at June 30, 2011, which would render the Bank critically undercapitalized at June 30, 2011 for regulatory purposes.  For purposes of the Prompt Corrective Action (“PCA”) provisions of the Federal Deposit Insurance Act (the “FDIA”), the Bank will be classified as critically undercapitalized upon the filing of the September 30, 2011 Call Report.  Critically undercapitalized is the lowest category under the PCA spectrum resulting in mandatory actions by the regulators and mandatory restrictions on the Bank’s operations.  Under the FDIA, depository institutions that are “critically undercapitalized” can be placed into conservatorship or receivership within 90 days of becoming critically undercapitalized, unless they raise sufficient capital, merge with another financial institution or the FDIC determines and documents that “other action” would better achieve the purposes of the PCA capital requirements (12 U.S.C. § 1831o).  The Corporation and the Bank are diligently continuing to work with their financial and professional advisers in evaluating strategic alternatives.  There can be no assurance that the Corporation will be successful in obtaining outside additional capital within any regulatory imposed time frame.

The Bank remains a member of the FDIC, and deposits at the Bank remain insured by the FDIC up to the legal maximum insurance limit – currently $250,000 per depositor, per deposit category.  Our customer service staff can help depositors with any questions about the mechanics of FDIC deposit insurance.

In addition, the consent order, issued to the Bank by the FDIC, dated May 25, 2011 (the “Consent Order”), requires the Bank to maintain an adequate allowance for loan and lease losses that is consistent with generally accepted accounting principles and supervisory guidance.  If, as a result of its ongoing examination, the FDIC finds that the Consent Order has been violated due to not maintaining an adequate allowance for loan losses, additional enforcement actions may be imposed.

The consolidated financial statements of the Corporation as of and for the three months and six months ended June 30, 2011 were, and as restated will be, prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.  As a result of the expected additional provision and allowance for loan losses, and the resulting effect on the Corporation’s financial position, and the actions that our banking regulators may take as a result thereof, on October 28, 2011, the Corporation’s independent registered public accounting firm advised us and management concluded, that such deteriorating financial results and other potential actions raise substantial doubt about the Corporation’s and the Bank’s ability to continue as going concerns.  The consolidated financial statements will not include, and the estimated results provided above do not reflect, any adjustments that might be necessary if the Corporation or the Bank is unable to continue as a going concern.  Our Audit Committee has been informed of this matter by our independent registered public accounting firm.

In addition, as a result of the changes required to the June 30, 2011 financial statements and management’s discussions regarding its procedures for determination of its allowance for loan losses and related provisions with the FDIC and TDFI, management has concluded that the Corporation’s disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2011, as a result of one or more material weaknesses in the Corporation’s internal controls. The Corporation’s amended

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Form 10-Q for the period ended June 30, 2011 and Form 10-Q for the period ended September 30, 2011 will contain a discussion of such material weaknesses and steps that will be taken to address them.

Caution About Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about events or results or otherwise are not statements of historical facts, such as statements about the anticipated affects of the restatement on our financial results, regaining compliance with NASDAQ requirements and statements about evaluating strategic alternatives.  Although the Corporation believes that its expectations with respect to such forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance the Corporation will be able to regain compliance with the NASDAQ requirements, implement strategic alternatives in a timely manner or that the expected affects of the restatement will be as anticipated, or that actual results, performance or achievements of the Corporation will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011 and other filings made with the Securities and Exchange Commission.

Item 9.01.  Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit Number	Description
99.1	Press release issued on November 1, 2011 by Tennessee Commerce Bancorp, Inc.

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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 hereunto duly authorized.

	TENNESSEE COMMERCE BANCORP, INC.
	(Registrant)
Date:  November 1, 2011
	By:	/s/ Frank Perez
		Frank Perez
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact:	Frank Perez
	Chief Financial Officer
	615-599-2274

TENNESSEE COMMERCE BANCORP REPORTS

THIRD QUARTER 2011 RESULTS

FRANKLIN, Tenn. — (November 1, 2011) — Tennessee Commerce Bancorp, Inc. (NASDAQ: TNCC), the bank holding company of Tennessee Commerce Bank (the “Bank”), today reported financial results for the nine months ended September 30, 2011.  The Company reported a net loss of $120.0 million for the nine months ended September 30, 2011 or $9.83 per diluted common share.

The net loss for the nine months ended September 30, 2011 was primarily driven by a $92.6 million charge to provision expense during the third quarter.  The increased provision expense is in large part due to preliminary loan losses of $76.3 million combined with $12.1 million of specific reserves on classified loans identified by examiners from the Federal Deposit Insurance Corporation (the “FDIC” and the Tennessee Department of Financial Institutions during their regulatory joint examination started on September 26, 2011, and which is still in progress.  The provision charges made in the third quarter relate to events that occurred in the second quarter.  As a result, we will be restating our second quarter results and amending our second quarter form 10-Q and Bank Call Report to reflect these charges and until such restatement is complete, such second quarter financial statements should not be relied upon.

Total assets decreased $262.3 million or 18.0% compared to the quarter ended December 31, 2011.  The decrease in assets was mainly attributable to decreases of $215.6 million or 17.5% in loans, $33.7 million in securities available-for-sale, $16.1 million or 52.6% in repossessed assets offset by increases in cash and cash equivalents of $10.7 million or 51.4% and $12.9 million or 81.7% in other real estate owned.

Total deposits decreased $149.8 million or 11.5% compared to the fourth quarter of 2010.  The decrease in deposits was mainly due to savings accounts which decreased $143.3 million or 46.05% while non-interest bearing accounts increased $16.3 million or 63.8%.

As it relates to the debt previously contracted transaction on two banks that we disclosed last quarter, we initially disclosed the valuations from both banks to be $30 million as of March 31, 2011.  Since then credit quality at both banks has deteriorated and another independent third party valuation resulted in a lower valuation of $7.8 million as of September 9, 2011 for 100% of both banks. The Bank currently has a 46.0% interest in Farmers Bancorp, Inc., the parent of Farmers Bank of Lynchburg and a 27.1% interest in Commerce Bancshares, Inc. the parent of Peoples State Bank of Commerce.

As previously disclosed and as a result of the Bank entering into a written agreement with the FDIC during the second quarter, the Bank has to achieve and maintain a tier 1 leverage capital ratio of 8.50%, a tier 1 risk based capital ratio of 10.00% and a total risk based capital ratio of 11.50% by no later than December 31, 2011.  As a result of the reported net loss through the nine months ended September 30, 2011 the Bank has a tier 1 leverage ratio of 0.95%, a tier 1 risk based capital ratio of 1.17% and a total risk based capital ratio of 2.34%.  The holding company had a tier 1 leverage ratio of 0.42%, a tier 1 risk based capital ratio of 0.52% and a total risk based capital ratio of 1.04%.  For purposes of the Prompt Corrective Action “PCA” provisions of the Federal Deposit Insurance Act (the “FDIA”), the Bank will be classified as critically undercapitalized upon the filing of the September 30, 2011 Call Report.  Critically undercapitalized is the lowest category under the PCA spectrum resulting in mandatory actions by the regulators and mandatory restrictions on the Bank’s operations. Under the FDIA, depository institutions that are “critically undercapitalized” can be placed into conservatorship or receivership within 90 days of becoming critically undercapitalized, unless they raise sufficient capital, merge with another financial institution, or the FDIC determines and documents that “other action” would better achieve the purposes of the PCA capital requirements (12 U.S.C. § 1831o).

The Bank remains a member of the FDIC, and deposits at the Bank remain insured by the FDIC up to the legal maximum insurance limit – currently $250,000 per depositor, per deposit category.  Our customer service staff can help depositors with any questions about the mechanics of FDIC deposit insurance.

Due to the results of the third quarter, the Corporation is retaining Macquarie Capital (U.S.A.) Inc. to assist in evaluating all possible strategic alternatives. FIG Partners will also participate with Macquarie Capital in assisting in the Company’s strategic transactions. The management team of Tennessee Commerce Bancorp, Inc. will host a conference call today at 1:00 PM CT to discuss the results for the quarter.

Third Quarter Conference Call

Schedule this webcast into MS-Outlook calendar (click open when prompted):

http://apps.shareholder.com/PNWOutlook/t.aspx?m=50552&k=748DE86A

Toll-free:     877-312-8781

Conference ID: 24461851

Listen via Internet: http://investor.shareholder.com/media/eventdetail.cfm?eventid=105022&CompanyID=ABEA-2G5D9Z&e=1&mediaKey=B8DF282067CD208270C595F65354F2C4

Conference ID number: 24461851

Tennessee Commerce will provide an online, real-time webcast and rebroadcast of its third quarter earnings conference call to be held at 2:00 p.m. Eastern on November 1, 2011.  The live broadcast will be available online at http://www.tncommercebank.com under the Investor Relations tab.

An audio replay of the conference call will be available approximately two hours after the call’s completion on our website at http://www.tncommercebank.com under the Investor Relations tab or by dialing one of the following Dial-In Numbers and the Conference ID shown below:

Encore Dial In #: (855) 859-2056 Encore Dial In #: (404) 537-3406

The recording will be available from: 11/01/2011 17:00 to 11/07/2011 23:59 Conference ID number: 24461851

About Tennessee Commerce Bancorp, Inc.

Tennessee Commerce Bancorp, Inc. is the parent company of Tennessee Commerce Bank.  The Bank provides a wide range of banking services and is primarily focused on business accounts.  Its corporate and banking office is located in Franklin, Tennessee. Tennessee Commerce Bancorp’s stock is traded on the NASDAQ Global Market under the symbol TNCC.

Additional information concerning Tennessee Commerce can be accessed at www.tncommercebank.com.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about our regional economy and non-GAAP financial measures. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “outlook,” “estimate,” “continue,” “predict,” “project”, “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to, the resolution of our recent regulatory examination, the effects of future economic, business and market conditions and changes, domestic and foreign, that may affect general economic conditions, governmental monetary and fiscal policies, negative developments in the financial services industry and U.S. and global credit markets, fluctuations in interest rates, changes in accounting policies, rules and practices,  other matters discussed in this press release and other factors identified in the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission.

These forward-looking statements are made only as of the date of this press release, and Tennessee Commerce undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this release. Tennessee Commerce is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.

TENNESSEE COMMERCE BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010

(UNAUDITED)

	Nine Months Ended
	September 30,			September 30,
(Dollars in thousands, except per share data)	2011			2010
Interest income
Loans, including fees	$	45,296		$	58,102
Securities	3,934			2,492
Federal funds sold	135			37
Total interest income	49,365			60,631
Interest expense
Deposits	18,893			20,306
Other	899			1,400
Total interest expense	19,792			21,706
Net interest income	29,573			38,925
Provision for loan losses	111,517			16,243
Net interest income after provision for loan losses	(81,944		)	22,682
Non-interest income
Service charges on deposit accounts	43			90
Securities (loss) gains	(10,579		)	734
Gain on sale of loans	63			475
Loss on repossession	(13,778		)	(3,998		)
Other	778			5,575
Total non-interest (loss) income	(23,473		)	2,876
Non-interest expense
Salaries and employee benefits	6,320			8,235
Occupancy and equipment	1,412			1,474
Data processing fees	1,740			1,529
FDIC expense	2,696			2,349
Professional fees	2,215			2,286
Other	6,195			5,666
Total non-interest expense	20,578			21,539
(Loss) income before income taxes	(125,995		)	4,019
Income tax (benefit) expense	(7,153		)	1,503
Net (loss) income	(118,842		)	2,516
Preferred dividends	(1,131		)	(1,125		)
Net (loss) income available to common shareholders	$	(119,973	)	$	1,391
Earnings (loss) per share (EPS):
Basic EPS	$	(9.83	)	$	0.20
Diluted EPS	(9.83		)	0.20
Weighted average shares outstanding:
Basic	12,203,855			6,871,025
Diluted	12,203,855			6,871,025

TENNESSEE COMMERCE BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2011 AND 2010 (UNAUDITED) AND DECEMBER 31, 2010

	September 30,			December 31,			September 30
(Dollars in thousands, except per share data)	2011			2010			2010
ASSETS
Cash and due from banks	$	7,069		$	6,521		$	17,693
Federal funds sold	24,328			14,214			8,005
Cash and cash equivalents	31,397			20,735			25,698
Securities available for sale	93,964			127,650			79,242
Loans	1,014,188			1,229,811			1,241,669
Allowance for loan losses	(35,696		)	(21,463		)	(21,742		)
Net loans	978,492			1,208,348			1,219,927
Premises and equipment, net	2,029			2,335			2,397
Accrued interest receivable	4,105			8,746			8,395
Restricted equity securities	2,459			2,459			2,169
Income tax receivable	271			418			—
Bank-owned life insurance	28,477			27,969			27,775
Invesment in Peoples State Bank of Commerce	1,100			—			—
Investment in Farmers Bank	1,720			—			—
Other real estate owned	15,759			2,888			1,975
Repossessions	14,531			30,635			32,747
Other assets	16,593			20,983			19,745
Total assets	$	1,190,897		$	1,453,166		$	1,420,070
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits
Non-interest-bearing	$	41,755		$	25,486		$	25,942
Interest-bearing	1,107,492			1,273,565			1,235,063
Total deposits	1,149,247			1,299,051			1,261,005
Accrued interest payable	1,869			1,408			1,562
Accrued dividend payable	944			187			188
Short-term borrowings	1,571			—			—
Other liabilities	10,597			7,762			7,856
Long-term subordinated debt and other borrowings	23,198			25,421			25,621
Total liabilities	1,187,426			1,333,829			1,296,232
Shareholders’ equity
Preferred stock, 1,000,000 shares authorized; 30,000 shares of $0.50 par value Fixed Rate Cumulative Perpetual, Series A issued and outstanding at September 30, 2011, December 31, 2010 and September 30, 2010	15,000			15,000			15,000
Common stock, $0.50 par value; 20,000,000 shares authorized at September 30, 2011, December 31, 2010 and September 30, 2010; 12,224,578, 12,194,884 and 12,194,884 shares issued and outstanding at September 30, 2011, December 31, 2010 and September 30, 2010, respectively	6,107			6,097			6,097
Common stock warrant	453			453			453
Additional paid-in capital	84,949			84,391			84,388
Retained earnings	(101,972		)	18,000			17,447
Accumulated other comprehensive loss	(1,066		)	(4,604		)	453
Total shareholders’ equity	3,471			119,337			123,838
Total liabilities and shareholders’ equity	$	1,190,897		$	1,453,166		$	1,420,070

TENNESSEE COMMERCE BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

ASSET QUALITY INFORMATION

FOR THE PERIOD ENDED SEPTEMBER 30, 2011 AND YEARS ENDED DECEMBER 31, 2010, 2009 & 2008

	September 30,			December 31,			December 31,			December 31,
(Dollars in thousands, except ratios)	2011			2010			2009			2008
Allowance for loan losses:
Allowance for loan loss beginning of the period	$	21,463		$	19,913		$	13,454		$	10,321
Charge-offs	97,973			18,868			26,085			6,099
Recoveries	689			407			1,505			121
Net charge-offs	97,284			18,461			24,580			5,978
Provision for loan losses	111,517			20,011			31,039			9,111
Allowance for loan losses, end of period	$	35,696		$	21,463		$	19,913		$	13,454
General Reserve Trends:
Allowance for loan losses, end of period	$	35,696		$	21,463		$	19,913		$	13,454
Specific reserves	12,112			9,610			6,580			11,603
General reserves	$	23,584		$	11,853		$	13,333		$	1,851
Total loans	$	1,014,188		$	1,229,811		$	1,171,301		$	1,036,725
Impaired commercial loans	97,004			45,552			28,547			10,789
Impaired real estate loans
Construction	10,168			4,096			11,367			—
1-4 Family	4,413			5,581			671			20
Other	56,899			32,474			508			783
Consumer	—			—			—			11
Total impaired loans	168,484			87,703			41,093			11,603
Non impaired loans	$	845,704		$	1,142,108		$	1,130,208		$	1,025,122
Asset Quality Ratios:
Net charge-offs as a % of total assets (year-to-date)	8.17		%	1.25		%	1.96		%	0.57		%
Allowance for loan losses as a % of period end loans	3.52		%	1.75		%	1.70		%	1.30		%
General reserves as a % of non-impaired loans	2.79		%	1.04		%	1.18		%	0.18		%
Non-performing assets:
Nonaccrual loans	106,124			52,315			19,151			11,603
Troubled debt	6,105			1,705			109			668
Total non-performing loans (1)	112,229			54,020			19,260			12,271
Loans past due 90 days or more	7,502			3,608			1,328			18,788
Repossessions	14,531			30,635			24,440			15,395
Other real estate owned	15,759			2,888			814			5,764
Total non-performing assets (2)	150,021			91,151			45,842			52,218
Percentage of non-performing loans to period end loans	11.07		%	4.39		%	1.64		%	1.18		%
Percentage of non-performing assets to period end loans	14.79		%	7.41		%	3.91		%	5.04		%
Percentage of non-performing assets to period end assets	12.60		%	6.27		%	3.31		%	4.29		%
Impaired Commercial Loan Portfolio Information
Remaining principal balance	$	97,004		$	45,552		$	28,547		$	10,789
Specific reserve	2,857			8,160			5,080			2,978
Book value, after specific reserve	$	94,147		$	37,392		$	23,467		$	7,811
Impaired Real Estate loans - Construction
Remaining principal balance	$	10,168		$	4,096		$	11,367		$	—
Specific reserve	4,092			950			400			—
Book value, after specific reserve	$	6,076		$	3,146		$	10,967		$	—
Impaired Real Estate loans - 1 - 4 Family
Remaining principal balance	$	4,413		$	5,581		$	671		$	20
Specific reserve	470			500			—			6
Book value, after specific reserve	$	3,943		$	5,081		$	671		$	14
Impaired Real Estate loans - Other
Remaining principal balance	$	56,899		$	32,474		$	508		$	783
Specific reserve	4,693			—			100			216
Book value, after specific reserve	$	52,206		$	32,474		$	408		$	567
Impaired Consumer loans
Remaining principal balance	$	—		$	—		$	—		$	11
Specific reserve				—			—			3
Book value, after specific reserve	$	—		$	—		$	—		$	8

(1) Non-Performing loans are comprised of Nonaccrual Loans and Troubled Debt

(2) Non-Performing Assets are comprised of Nonaccruals, 90 + Days Past Due and ORE