e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER 000-50667
INTERMOUNTAIN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
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Idaho
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82-0499463 |
(State or other jurisdiction of
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(IRS Employer |
incorporation or organization)
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Identification No.) |
414 Church Street, Sandpoint, ID 83864
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code:
(208) 263-0505
Securities registered pursuant to Section 12(b) of the Act:
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None
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None |
(Title of each class)
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(Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (no par value)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
The number of shares outstanding of the registrants Common Stock, no par value per share, as
of August 9, 2010 was 8,390,877.
Intermountain Community Bancorp
FORM 10-Q
For the Quarter Ended June 30, 2010
TABLE OF CONTENTS
2
PART I Financial Information
Item 1 Financial Statements
Intermountain Community Bancorp
Consolidated Balance Sheets
(Unaudited)
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June 30, |
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December 31, |
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2010 |
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2009 |
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(Dollars in thousands) |
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ASSETS
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Cash and cash equivalents: |
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Interest-bearing |
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$ |
110,328 |
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$ |
83,617 |
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Non-interest bearing and vault |
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15,206 |
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19,572 |
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Restricted cash |
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3,562 |
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2,508 |
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Available-for-sale securities, at fair value |
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178,945 |
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181,784 |
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Held-to-maturity securities, at amortized cost |
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23,050 |
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15,177 |
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Federal Home Loan Bank (FHLB) of Seattle stock, at cost |
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2,310 |
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2,310 |
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Loans held for sale |
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3,728 |
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6,574 |
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Loans receivable, net |
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623,129 |
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655,602 |
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Accrued interest receivable |
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4,962 |
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5,077 |
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Office properties and equipment, net |
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41,094 |
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42,425 |
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Bank-owned life insurance |
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8,583 |
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8,397 |
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Goodwill |
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11,662 |
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11,662 |
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Other intangibles |
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374 |
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439 |
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Other real estate owned (OREO) |
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8,754 |
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11,538 |
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Prepaid expenses and other assets |
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30,053 |
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32,962 |
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Total assets |
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$ |
1,065,740 |
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$ |
1,079,644 |
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LIABILITIES
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Deposits |
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$ |
806,780 |
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$ |
819,321 |
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Securities sold subject to repurchase agreements |
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98,549 |
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95,233 |
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Advances from Federal Home Loan Bank |
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49,000 |
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49,000 |
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Cashier checks issued and payable |
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737 |
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1,113 |
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Accrued interest payable |
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1,361 |
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1,211 |
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Other borrowings |
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16,527 |
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16,527 |
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Accrued expenses and other liabilities |
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9,203 |
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8,612 |
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Total liabilities |
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982,157 |
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991,017 |
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Commitments and contingent liabilities |
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STOCKHOLDERS EQUITY
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Common stock 300,000,000 shares authorized; 8,433,706
and 8,438,554 shares issued and 8,390,877 and 8,365,836
shares outstanding as of June 30, 2010 and December 31,
2009 |
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78,650 |
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78,569 |
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Preferred stock 1,000,000 shares authorized; 27,000
shares issued and outstanding as of June 30, 2010 and
December 31, 2009 |
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25,625 |
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25,461 |
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Accumulated other comprehensive loss, net of tax |
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(2,475 |
) |
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(4,840 |
) |
Retained deficit |
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(18,217 |
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(10,563 |
) |
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Total stockholders equity |
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83,583 |
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88,627 |
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Total liabilities and stockholders equity |
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$ |
1,065,740 |
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$ |
1,079,644 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
Intermountain Community Bancorp
Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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(Dollars in thousands, |
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(Dollars in thousands, |
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except per share data) |
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except per share data) |
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Interest income: |
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Loans |
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$ |
9,814 |
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$ |
11,703 |
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$ |
19,463 |
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$ |
23,351 |
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Investments |
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1,785 |
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2,780 |
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3,752 |
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5,479 |
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Total interest income |
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11,599 |
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14,483 |
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23,215 |
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28,830 |
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Interest expense: |
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Deposits |
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2,051 |
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3,245 |
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4,441 |
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6,588 |
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Other borrowings |
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789 |
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1,026 |
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1,595 |
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2,128 |
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Total interest expense |
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2,840 |
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4,271 |
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6,036 |
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8,716 |
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Net interest income |
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8,759 |
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10,212 |
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17,179 |
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20,114 |
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Provision for losses on loans |
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(4,914 |
) |
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(18,684 |
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(11,723 |
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(21,454 |
) |
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Net interest income (loss) after provision for losses on loans |
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3,845 |
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(8,472 |
) |
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5,456 |
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(1,340 |
) |
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Other income: |
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Fees and service charges |
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2,047 |
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1,886 |
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3,835 |
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3,555 |
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Loan related fee income |
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799 |
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663 |
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1,293 |
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1,204 |
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Net (loss) gain on sale of securities |
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(167 |
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(114 |
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1,295 |
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Other-than-temporary impairment (OTTI) losses on
investments (1) |
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(237 |
) |
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(256 |
) |
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(244 |
) |
Bank-owned life insurance |
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95 |
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90 |
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185 |
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180 |
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Other |
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461 |
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66 |
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578 |
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228 |
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Total other income |
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2,998 |
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2,705 |
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5,521 |
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6,218 |
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Operating expenses |
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11,274 |
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12,667 |
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22,835 |
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23,438 |
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Loss before income tax benefit |
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(4,431 |
) |
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(18,434 |
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(11,858 |
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(18,560 |
) |
Income tax benefit |
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1,934 |
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7,432 |
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5,051 |
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7,440 |
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Net loss |
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(2,497 |
) |
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(11,002 |
) |
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(6,807 |
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(11,120 |
) |
Preferred stock dividend |
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428 |
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415 |
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847 |
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829 |
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Net loss applicable to common stockholders |
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$ |
(2,925 |
) |
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$ |
(11,417 |
) |
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$ |
(7,654 |
) |
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$ |
(11,949 |
) |
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Loss per share basic |
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$ |
(0.35 |
) |
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$ |
(1.37 |
) |
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$ |
(0.91 |
) |
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$ |
(1.43 |
) |
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Loss per share diluted |
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$ |
(0.35 |
) |
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$ |
(1.37 |
) |
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$ |
(0.91 |
) |
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$ |
(1.43 |
) |
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Weighted average common shares outstanding basic |
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8,388,128 |
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8,362,402 |
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8,380,265 |
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8,355,359 |
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Weighted average common shares outstanding diluted |
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8,388,128 |
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8,362,402 |
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8,380,265 |
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8,355,359 |
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(1) |
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Consisting of $1,529,000, $0, $1,529,000 and $1,751,000 of total other-than-temporary
impairment net losses, net of $1,292,000, $0, $1,273,000 and ($1,507,000) recognized in other
comprehensive income, for the three months ended June 30, 2010, and June 30, 2009 and six
months ended June 30, 2010 and June 30, 2009, respectively. |
The accompanying notes are an integral part of the consolidated financial statements.
4
Intermountain Community Bancorp
Consolidated Statements of Cash Flows
(Unaudited)
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Six months ended |
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June 30, |
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2010 |
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2009 |
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(Dollars in thousands) |
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Cash flows from operating activities: |
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Net loss |
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$ |
(6,807 |
) |
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$ |
(11,120 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation |
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1,580 |
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1,785 |
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Stock-based compensation expense |
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209 |
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182 |
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Net amortization of premiums on securities |
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1,751 |
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202 |
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Provisions for losses on loans |
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11,723 |
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21,453 |
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Proceeds from sale of loans |
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43,931 |
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68,756 |
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Originations of loans held for sale |
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(40,238 |
) |
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(71,607 |
) |
Amortization of core deposit intangibles |
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66 |
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69 |
|
(Gain) on sale of loans, investments, property and equipment |
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(962 |
) |
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(1,884 |
) |
(Gain) loss on sale of other real estate owned |
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(52 |
) |
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100 |
|
OTTI credit loss on available-for-sale investments |
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256 |
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244 |
|
Charge down on OREO |
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1,947 |
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1,150 |
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Accretion of deferred gain on sale of branch property |
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(8 |
) |
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(8 |
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Net accretion of loan and deposit discounts and premiums |
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(21 |
) |
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(34 |
) |
Increase in cash surrender value of bank-owned life insurance |
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(185 |
) |
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(180 |
) |
Change in: |
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Accrued interest receivable |
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115 |
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(571 |
) |
Prepaid expenses and other assets |
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1,679 |
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(6,371 |
) |
Accrued interest payable |
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|
151 |
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(701 |
) |
Accrued expenses and other liabilities |
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|
(622 |
) |
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(274 |
) |
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Net cash provided by operating activities |
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14,513 |
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|
1,191 |
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Cash flows from investing activities: |
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Purchases of available-for-sale securities |
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(36,306 |
) |
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(87,501 |
) |
Proceeds from calls or maturities of available-for-sale securities |
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|
12,858 |
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33,710 |
|
Principal payments on mortgage-backed securities |
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28,035 |
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|
17,194 |
|
Purchases of held-to-maturity securities |
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(7,927 |
) |
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|
(65 |
) |
Proceeds from calls or maturities of held-to-maturity securities |
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|
45 |
|
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|
253 |
|
Origination of loans, net principal payments |
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|
15,843 |
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|
9,617 |
|
Purchase of office properties and equipment |
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(288 |
) |
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|
(432 |
) |
Proceeds from sale of office properties and equipment |
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40 |
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Net change in federal funds sold |
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67,865 |
|
Proceeds from sale of other real estate owned |
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|
5,817 |
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|
911 |
|
Net change in restricted cash |
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(1,054 |
) |
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|
(3,796 |
) |
|
|
|
|
|
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|
Net cash provided by investing activities |
|
|
17,063 |
|
|
|
37,756 |
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|
Cash flows from financing activities: |
|
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|
Net change in demand, money market and savings deposits |
|
$ |
3,704 |
|
|
$ |
17,343 |
|
Net change in certificates of deposit |
|
|
(16,246 |
) |
|
|
19,791 |
|
Net change in repurchase agreements |
|
|
3,315 |
|
|
|
(14,626 |
) |
Principal reduction of note payable |
|
|
|
|
|
|
(961 |
) |
Payoff of credit line |
|
|
|
|
|
|
(23,145 |
) |
Proceeds from exercise of stock options |
|
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|
|
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|
55 |
|
Retirement of treasury stock |
|
|
(4 |
) |
|
|
(7 |
) |
Proceeds from other borrowings |
|
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|
|
|
|
23,000 |
|
Payoff of FHLB advances |
|
|
|
|
|
|
(10,000 |
) |
Cash dividends paid to preferred stockholders |
|
|
|
|
|
|
(548 |
) |
|
|
|
|
|
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|
Net cash provided by (used in) financing activities |
|
|
(9,231 |
) |
|
|
10,902 |
|
|
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|
|
|
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|
Net change in cash and cash equivalents |
|
|
22,345 |
|
|
|
49,849 |
|
Cash and cash equivalents, beginning of period |
|
|
103,189 |
|
|
|
22,907 |
|
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|
Cash and cash equivalents, end of period |
|
$ |
125,534 |
|
|
$ |
72,756 |
|
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|
Supplemental disclosures of cash flow information: |
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Cash paid during the period for: |
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|
|
|
Interest |
|
$ |
5,886 |
|
|
$ |
9,168 |
|
Income taxes, net of tax refunds received |
|
|
(6,894 |
) |
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Loans converted to other real estate owned |
|
|
4,928 |
|
|
|
11,270 |
|
Accrual of preferred stock dividend |
|
|
683 |
|
|
|
173 |
|
The accompanying notes are an integral part of the consolidated financial statements.
5
Intermountain Community Bancorp
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
|
(Dollars in thousands) |
|
Net loss |
|
$ |
(2,497 |
) |
|
$ |
(11,002 |
) |
|
$ |
(6,807 |
) |
|
$ |
(11,120 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains on investments, and mortgage backed
securities (MBS) available for sale, excluding non-credit loss
on impairment of securities |
|
|
4,291 |
|
|
|
464 |
|
|
|
4,906 |
|
|
|
589 |
|
Non-credit loss on impairment of available-for-sale debt securities |
|
|
(1,292 |
) |
|
|
|
|
|
|
(1,273 |
) |
|
|
(1,507 |
) |
Less deferred income tax provision (benefit) |
|
|
(1,187 |
) |
|
|
(183 |
) |
|
|
(1,438 |
) |
|
|
364 |
|
Change in fair value of qualifying cash flow hedge |
|
|
(75 |
) |
|
|
215 |
|
|
|
170 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss) |
|
|
1,737 |
|
|
|
496 |
|
|
|
2,365 |
|
|
|
(235 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(760 |
) |
|
$ |
(10,506 |
) |
|
$ |
(4,442 |
) |
|
$ |
(11,355 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
6
Intermountain Community Bancorp
Notes to Consolidated Financial Statements
(Unaudited)
1. |
|
Basis of Presentation: |
|
|
The foregoing unaudited interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these
financial statements do not include all of the disclosures required by accounting principles
generally accepted in the United States of America for complete financial statements. These
unaudited interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 2009. In the opinion
of management, the unaudited interim consolidated financial statements furnished herein include
adjustments, all of which are of a normal recurring nature, necessary for a fair statement of
the results for the interim periods presented. |
|
|
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities known to exist as of the date the financial statements are published, and the
reported amounts of revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of Intermountain
Community Bancorps (Intermountains or the Companys) consolidated financial statements;
accordingly, it is possible that the actual results could differ from these estimates and
assumptions, which could have a material effect on the reported amounts of Intermountains
consolidated financial position and results of operations. |
|
|
The amortized cost and fair values of investments are as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale |
|
|
|
|
|
|
|
Non-Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTTI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized |
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
in OCI |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair Value/ |
|
|
|
Cost |
|
|
(Losses) |
|
|
Gains |
|
|
Losses |
|
|
Carrying Value |
|
June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and
obligations of U.S. government
agencies |
|
$ |
41 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
41 |
|
Residential mortgage-backed securities |
|
|
182,160 |
|
|
|
(2,498 |
) |
|
|
3,602 |
|
|
|
(4,360 |
) |
|
|
178,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
182,201 |
|
|
$ |
(2,498 |
) |
|
$ |
3,602 |
|
|
$ |
(4,360 |
) |
|
$ |
178,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and
obligations of U.S. government
agencies |
|
$ |
51 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
51 |
|
Residential mortgage-backed securities |
|
|
188,624 |
|
|
|
(1,225 |
) |
|
|
2,662 |
|
|
|
(8,328 |
) |
|
|
181,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
188,675 |
|
|
$ |
(1,225 |
) |
|
$ |
2,662 |
|
|
$ |
(8,328 |
) |
|
$ |
181,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-Maturity |
|
|
|
|
|
|
Non-Credit |
|
|
|
|
|
|
|
|
Carrying |
|
OTTI |
|
|
|
|
|
|
|
|
Value/ |
|
Recognized |
|
Gross |
|
Gross |
|
|
|
|
Amortized |
|
in OCI |
|
Unrealized |
|
Unrealized |
|
|
|
|
Cost |
|
(Losses) |
|
Gains |
|
Losses |
|
Fair Value |
June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal securities |
|
$ |
23,050 |
|
|
$ |
|
|
|
$ |
432 |
|
|
$ |
(107 |
) |
|
$ |
23,375 |
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal securities |
|
$ |
15,177 |
|
|
$ |
|
|
|
$ |
276 |
|
|
$ |
(56 |
) |
|
$ |
15,397 |
|
7
|
|
The following table summarizes the duration of Intermountains unrealized losses on
available-for-sale and held-to-maturity securities as of the dates indicated (in thousands). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
June 30, 2010 |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
State and municipal securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
7,310 |
|
|
$ |
107 |
|
|
$ |
7,310 |
|
|
$ |
107 |
|
Residential mortgage-backed securities |
|
|
64,244 |
|
|
|
1,019 |
|
|
|
2,426 |
|
|
|
3,340 |
|
|
|
66,670 |
|
|
|
4,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
64,244 |
|
|
$ |
1,019 |
|
|
$ |
9,736 |
|
|
$ |
3,447 |
|
|
$ |
73,980 |
|
|
$ |
4,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
December 31, 2009 |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
State and municipal securities |
|
$ |
3,196 |
|
|
$ |
56 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,196 |
|
|
$ |
56 |
|
Residential mortgage-backed securities |
|
|
49,464 |
|
|
|
1,504 |
|
|
|
24,124 |
|
|
|
6,824 |
|
|
|
73,588 |
|
|
|
8,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
52,660 |
|
|
$ |
1,560 |
|
|
$ |
24,124 |
|
|
$ |
6,824 |
|
|
$ |
76,784 |
|
|
$ |
8,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010, the amortized cost and fair value of available-for-sale and held-to-maturity
debt securities, by contractual maturity, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
One year or less |
|
$ |
10 |
|
|
$ |
10 |
|
|
$ |
635 |
|
|
$ |
636 |
|
After one year through five years |
|
|
31 |
|
|
|
31 |
|
|
|
661 |
|
|
|
688 |
|
After five years through ten years |
|
|
|
|
|
|
|
|
|
|
4,733 |
|
|
|
4,893 |
|
After ten years |
|
|
|
|
|
|
|
|
|
|
17,021 |
|
|
|
17,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
41 |
|
|
|
23,050 |
|
|
|
23,375 |
|
Mortgage-backed securities |
|
|
182,160 |
|
|
|
178,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
182,201 |
|
|
$ |
178,945 |
|
|
$ |
23,050 |
|
|
$ |
23,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected maturities may differ from contractual maturities because issuers may have the right
to call or prepay obligations with or without call or prepayment penalties. |
|
|
Intermountains investment portfolios are managed to provide and maintain liquidity; to
maintain a balance of high quality, diversified investments to minimize risk; to offset other
asset portfolio elements in managing interest rate risk; to provide collateral for pledging;
and to maximize returns. At June 30, 2010, the Company does not intend to sell any of its
available-for-sale securities that have a loss position and it is not likely that it will be
required to sell the available-for-sale securities before the anticipated recovery of their
remaining amortized cost or maturity date. The unrealized losses on residential mortgage-backed
securities without OTTI were considered by management to be temporary in nature. |
|
|
At June 30, 2010, residential mortgage-backed securities included two securities comprised of a
pool of mortgages with a remaining unpaid principal balance of $10.9 million. In March 2009,
due to the lack of an orderly market for the first security and the declining national economic
and housing market, based on analytical modeling taking into consideration a range of factors
normally found in an orderly market, the Company recorded a $1.7 million OTTI on this security.
Based on the analysis of projected cash flows, $526,000 was charged to earnings as a credit
loss during 2009 and $1,225,000 was recognized in other comprehensive income. The Company
recorded an additional credit loss impairment of $163,000 for the six months ended June 30,
2010. In June 2010, based on similar analytical modeling, the Company recorded a $1.5 million
OTTI on an additional security. Based on the analysis of projected cash flows, $92,000 was
charged to earnings as a credit loss during the second quarter 2010 and $1,437,000 was
recognized in other comprehensive income. At this time, the Company anticipates holding the
securities until their value is recovered or until maturity, and will continue to adjust its
net income and other comprehensive income to reflect potential future credit loss impairments
and the securities market value. The Company calculated the credit loss charges against
earnings each quarter by subtracting the estimated present value of future cash flows on the
securities from their amortized cost at the end of each period. |
|
|
See Note 11 Fair Value of Measurements for more information on the calculation of fair or
carrying value for the investment securities. |
8
3. |
|
Goodwill and Other Intangible Assets: |
|
|
Intermountain has goodwill and core deposit intangible assets which were recorded in connection
with business combinations. The Company performs a goodwill impairment analysis on an annual
basis as of December 31. Additionally, the Company performs a goodwill impairment evaluation on
an interim basis if a triggering event indicates impairment potentially exists. A significant
amount of judgment is involved in determining if an indicator of impairment has occurred. Such
indicators may include, among others, a significant decline in our expected future cash flows;
a sustained, significant decline in our stock price and market capitalization; a significant
adverse change in legal factors or in the business climate; adverse action or assessment by a
regulator; and unanticipated competition. In response to the significant turmoil in the equity
market for financial institutions, the Company evaluated its goodwill position at each quarter
end during 2009 for potential impairment. The Company engaged an independent consultant at
December 31, 2009 to assist management in evaluating the carrying value of goodwill. The
evaluation followed the two-step process for evaluating impairment required by accounting
guidance. In Step 1, the Company evaluated whether an impairment of goodwill might exist at
December 31, 2009. This evaluation was based on a comparison of the estimated fair value of the
Company in comparison to the book value of the Companys common equity at December 31, 2009. In
estimating the fair value of the Company, management used a combination of discounted cash flow
method and the market value approach. The discounted cash flow modeling used estimates of
future earnings and cash flows under the assumption that the Company is sold to an independent
company, resulting in changes to both its future financial position and operating performance.
In particular, the evaluation assumed reductions in investments, borrowings and preferred stock
on the balance sheet, and increases in earnings resulting from improved net interest margins
from asset deployment into higher-yielding loans, lower credit costs in future years, and
additional cost reductions from consolidation with another company. The rate used to discount
the cash flows was 14.5% and was based on the modified Capital Asset Pricing Model, commonly
used in valuations, which adds various risk and size premiums to an assumed risk-free market
interest rate. As part of its Step 1 analysis, management also estimated the Companys fair
value using commonly used market multiples against tangible book value and deposits. The
results of Step 1 indicated that a potential for impairment did exist at the end of 2009,
requiring the Company to engage in Step 2 to determine the amount of the impairment, if any. |
|
|
The Step 2 evaluation requires the Company to calculate the implied fair value of its goodwill.
The implied fair value of goodwill is determined in the same manner as goodwill recognized in a
business combination. The estimated fair value of the Company is allocated to all of the
Companys assets and liabilities, including any unrecognized identifiable assets, as if the
Company had been acquired in a business combination and the estimated fair value of the Company
is the price paid to acquire it. Any excess of the estimated fair value of the Company as
calculated in Step 1 over the fair value of its net assets represents the implied fair value of
goodwill. If the carrying amount of goodwill is greater than the implied fair value of that
goodwill, an impairment loss would be recognized as a charge to earnings in an amount equal to
that excess. In conducting this analysis, management compared the interest rates, maturities,
durations and quality of its assets and liabilities against various market factors and made
adjustments to the carrying value to arrive at the fair value. The Step 2 analysis indicated
that the Companys fair value at December 31, 2009 exceeded the net fair value of its assets by
an amount greater than the carrying value of its goodwill. As a result, the Company determined
that no impairment existed in 2009. At June 30, 2010, the Company concluded there were no
triggering events that would require an interim impairment evaluation at June 30, 2010. The
Company also evaluated its December 31, 2009 Step 2 analysis against current conditions, and
determined that there no material changes that would significantly alter the results as of June
30, 2010. As this evaluation is based on changing market conditions and estimates of current
and future values and cash flows, no assurance can be given that an impairment of goodwill will
not be required in future periods. |
4. |
|
Advances from the Federal Home Loan Bank of Seattle: |
|
|
At June 30, 2010 and December 31, 2009 the Bank had a $10.0 million FHLB advance at 4.96% that
matures in September 2010, a $5.0 million FHLB advance at 0.86% that matures in September 2010,
a $5.0 million FHLB advance at 1.49% that matures in September 2011, a $25.0 million FHLB
advance at 2.06% that matures in October 2012 and a $4.0 million FHLB advance at 3.11% that
matures in September 2014. These notes totaled $49.0 million, and the Bank had the ability to
borrow an additional $62.7 million from the FHLB. The Bank plans to pay down the September
2010 maturing FHLB advances with a portion of its excess cash position. In addition, the Bank
also had a letter of credit agreement with the FHLB at June 30, 2010 in the amount of $3.2
million. |
9
|
|
Advances from FHLB Seattle are collateralized by certain qualifying loans. At June 30, 2010,
Intermountain had the ability to borrow $114.3 million from FHLB Seattle, of which
$49.0 million was utilized for borrowing. The Banks credit line with FHLB Seattle is limited
to a percentage of its total regulatory assets subject to collateralization requirements.
Intermountain would be able to borrow amounts in excess of this total from the FHLB Seattle
with the placement of additional available collateral. |
|
|
The components of other borrowings are as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Term note payable (1) |
|
$ |
8,279 |
|
|
$ |
8,279 |
|
Term note payable (2) |
|
|
8,248 |
|
|
|
8,248 |
|
|
|
|
|
|
|
|
Total other borrowings |
|
$ |
16,527 |
|
|
$ |
16,527 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In January 2003, the Company issued $8.0 million of Trust Preferred securities through its
subsidiary, Intermountain Statutory Trust I. The debt associated with these securities bears
interest on a variable basis tied to the 90-day LIBOR (London Inter-Bank Offering Rate) index
plus 3.25%, with interest only paid quarterly. The rate on this borrowing was 3.79% at June
30, 2010. The debt is callable by the Company quarterly and matures in March 2033. During the
third quarter of 2008, the Company entered into an interest rate swap contract with Pacific
Coast Bankers Bank. The purpose of the $8.2 million notional value swap is to convert the
variable rate payments made on our Trust Preferred I obligation to a series of fixed rate
payments at 4.58% for five years, as a hedging strategy to help manage the Companys
interest-rate risk. See Note A and B. |
|
(2) |
|
In March 2004, the Company issued $8.0 million of Trust Preferred securities through its
subsidiary, Intermountain Statutory Trust II. The debt associated with these securities bears
interest on a variable basis tied to the 90-day LIBOR index plus 2.8%, with interest only paid
quarterly. The rate on this borrowing was 3.10% at June 30, 2010. The debt is callable by the
Company quarterly and matures in April 2034. See Note A and B. |
|
A) |
|
Intermountains obligations under the above debentures issued by its subsidiaries
constitute a full and unconditional guarantee by Intermountain of the Statutory Trusts
obligations under the Trust Preferred Securities. In accordance with ASC 810, Consolidation,
(formerly FIN 46R, Consolidation of Variable Interest Entities), the trusts are not
consolidated and the debentures and related amounts are treated as debt of Intermountain. |
|
|
B) |
|
To conserve the liquid assets of the parent Company, the Companys Board of Directors has
decided to defer regularly scheduled interest payments on its outstanding Junior
Subordinated Debentures related to its Trust Preferred Securities (TRUPS Debentures)
beginning in December 2009. The Company is permitted to defer payments of interest on the
TRUPS Debentures for up to 20 consecutive quarterly periods without default. During the
deferral period, the Company may not pay any dividends or distributions on, or redeem,
purchase or acquire, or make a liquidation payment with respect to the Companys capital
stock, or make any payment of principal or interest on, or repay, repurchase or redeem any
debt securities of the Company that rank equally or junior to the TRUPS Debentures. |
|
|
The following table presents the basic and diluted earnings per share computations (numbers in
thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months Ended June 30, |
|
|
Six months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss basic and diluted |
|
$ |
(2,497 |
) |
|
$ |
(11,002 |
) |
|
$ |
(6,807 |
) |
|
$ |
(11,120 |
) |
Preferred stock dividend |
|
|
428 |
|
|
|
415 |
|
|
|
847 |
|
|
|
829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to commons stockholders |
|
$ |
(2,925 |
) |
|
$ |
(11,417 |
) |
|
$ |
(7,654 |
) |
|
$ |
(11,949 |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
8,388,128 |
|
|
|
8,362,402 |
|
|
|
8,380,265 |
|
|
|
8,355,359 |
|
Dilutive effect of common stock options,
restricted stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted |
|
|
8,388,128 |
|
|
|
8,362,402 |
|
|
|
8,380,265 |
|
|
|
8,355,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share basic |
|
$ |
(0.35 |
) |
|
$ |
(1.37 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.43 |
) |
Effect of dilutive common stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share diluted |
|
$ |
(0.35 |
) |
|
$ |
(1.37 |
) |
|
$ |
(0.91 |
) |
|
$ |
(1.43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive securities not included in
diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock options |
|
|
242,157 |
|
|
|
260,879 |
|
|
|
242,157 |
|
|
|
196,889 |
|
Common stock warrant |
|
|
1,051,183 |
|
|
|
450,173 |
|
|
|
1,214,870 |
|
|
|
354,803 |
|
Restricted shares |
|
|
34,376 |
|
|
|
24,321 |
|
|
|
41,790 |
|
|
|
15,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total anti-dilutive shares |
|
|
1,327,716 |
|
|
|
735,373 |
|
|
|
1,498,817 |
|
|
|
567,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Common stock equivalents were calculated using the treasury stock method. |
|
|
The following table details Intermountains components of total operating expenses in
thousands: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Salaries and employee benefits |
|
$ |
5,088 |
|
|
$ |
5,653 |
|
|
$ |
10,920 |
|
|
$ |
11,358 |
|
Occupancy expense |
|
|
1,789 |
|
|
|
1,808 |
|
|
|
3,616 |
|
|
|
3,776 |
|
Advertising |
|
|
273 |
|
|
|
344 |
|
|
|
495 |
|
|
|
643 |
|
Fees and service charges |
|
|
697 |
|
|
|
630 |
|
|
|
1,349 |
|
|
|
1,229 |
|
Printing, postage and supplies |
|
|
325 |
|
|
|
293 |
|
|
|
714 |
|
|
|
653 |
|
Legal and accounting |
|
|
337 |
|
|
|
363 |
|
|
|
661 |
|
|
|
643 |
|
FDIC Assessment |
|
|
471 |
|
|
|
1,256 |
|
|
|
939 |
|
|
|
1,410 |
|
OREO operations |
|
|
1,380 |
|
|
|
1,286 |
|
|
|
2,410 |
|
|
|
1,434 |
|
Other expense |
|
|
914 |
|
|
|
1,034 |
|
|
|
1,731 |
|
|
|
2,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
11,274 |
|
|
$ |
12,667 |
|
|
$ |
22,835 |
|
|
$ |
23,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits expense decreased $438,000 or 3.86%, over the six month period
last year as a result of planned staff reductions implemented in the first quarter of 2010.
The six month 2010 total included $389,000 in severance costs. For the quarter ended June 30,
2010 salary and benefit expenses decreased $565,000 or 10.00% as compared to the same quarter
last year. Decreased staffing levels and lower incentive compensation expense more than offset
the severance payments noted above and increases in unemployment insurance premiums. Efforts to
reduce compensation expense continue in 2010, as the Company has reduced additional staff,
suspended salary increases for executives and officers and reduced other compensation plans. |
|
|
Occupancy expenses decreased $160,000, or 4.24%, for the six month period ended June 30, 2010
compared to the same period one year ago and decreased $19,000 or 1.05% for the quarter in
comparison to last year. The decrease was comprised of a decrease in rent and computer hardware
and software expense as additional cost control measures have been implemented. The Company
expects these expenses to continue declining in 2010 in comparison to prior periods, as it has
postponed building expansion plans, consolidated administrative operations and limited new
hardware and software purchases. |
|
|
The advertising expense decrease of $148,000 for the six month period compared to the same
period one year ago is a result of reductions in general advertising and media expenses, as the
need for broad advertising in the current market has been limited. The $120,000 increase in
fees and service charges for the six month period ended June 30, 2010 compared to the same
period one year ago is primarily comprised of increases in loan collection, repossession and
liquidation expenses. Printing, postage and supplies increased $61,000 for the six-month period
in comparison to last years total. The increase reflected timing of the payment of postage and
supply expense during the quarter and a shift of expenses into this category from other areas
as a result of operational changes. Additional outsourcing activities are expected to result
in improvements in these areas over the next six months. Legal and accounting fees increased by
$18,000 in comparison to the same six month period in 2009 as increasing legal expenses related
to loan collection and regulatory compliance were partially offset by a reduction in consulting
fees. |
11
|
|
The $471,000 and $785,000 decreases in FDIC expenses for the six and three month periods ended
June 30, 2010 over last year primarily reflect the special FDIC assessment that was accrued in
June 2009 with no similar assessment in 2010. OREO operations, related valuation adjustments
and gain/loss on sale of OREO increased $976,000 for the six month period over the same period
last year. The Company has been aggressively migrating problem assets into and out of OREO,
resulting in a larger number of OREO properties outstanding during the period and a higher
amount of charge offs and gains/losses related to the sale of OREO properties than in the first
six months of 2009. Other expenses decreased $561,000 or 24.5%, for the six month period over
the same period last year, reflecting decreases in telecommunications, computer services,
training and travel costs, and expense associated with funding the reserve for unfunded loan
commitments. |
|
|
Intermountain uses an estimate of future earnings and tax planning strategies to determine
whether or not the benefit of its net deferred tax asset will be realized. In conducting this
analysis, management has assumed economic conditions will continue to be very challenging in
2010, followed by gradual improvement in the ensuing years. These assumptions are in line with
both national and regional economic forecasts. As such, its estimates include credit losses
that are significantly elevated in 2010, but less so than those experienced in 2009, followed
by improvement in ensuing years as the economy improves and the Companys loan portfolio turns
over. It also assumes improving net interest margins beginning in 2011, and reductions in
operating expenses as credit costs abate and its other cost reduction strategies continue.
Based on these estimates and potential additional tax planning strategies that it could employ
to accelerate taxable income, the Company has determined that it is not required to establish a
valuation allowance for the deferred tax assets, as management believes it is more likely than
not that the net deferred tax asset will be realized partially through future reversals of
existing taxable temporary differences. Management further believes that future taxable income
will be sufficient to realize the benefits of the $11.7 million net operating loss carry
forward included in the net deferred tax asset. However, to the extent that this analysis is
based on estimates that are reliant on future economic conditions, management cannot assure
that valuation impairment on its tax asset will not be required in future periods. |
9. |
|
Stock-Based Compensation Plans: |
|
|
The Company utilized its stock to compensate employees and directors under the 1999 Director
Stock Option Plan, the 1999 Employee Plan and the 1988 Employee Plan (together the Stock
Option Plans). |
|
|
On January 14, 2009, the terms of the Amended and Restated 1999 Employee Stock Option and
Restricted Stock Plan and the 1999 Director Stock Option Plan expired. Upon recommendation of
management and approval of the Board of Directors, it was determined that, due to the economic
uncertainty, the Board would not seek to implement a new plan at this time. The 1988 Employee
Stock Option Plan was a predecessor plan to the Amended and Restated 1999 Employee Stock Option
and Restricted Stock Plan. Because each of these plans has expired, shares may no longer be
awarded under these plans. However, awards remain unexercised or unvested under these plans.
The Company did not grant options to purchase Intermountain common stock or restricted stock
during the six months ended June 30, 2010 or June 30, 2009. |
|
|
In 2003, stockholders approved a change to the 1999 Employee Stock Option Plan to provide for
the granting of restricted stock awards. The Company granted restricted stock to directors and
employees beginning in 2005. The restricted stock vests 20% per year, over a five-year period.
The Company granted no restricted shares during either of the six months ended June 30, 2010
and 2009. For the six months ended June 30, 2010 and 2009, restricted stock expense totaled
$209,000 and $182,000, respectively. Total expense related to stock-based compensation recorded
in the six months ended June 30, 2010 and 2009 was $209,000 and $182,000, respectively. |
|
|
A summary of the changes in stock options outstanding for the six months ended June 30, 2010,
is presented below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2010 |
|
|
(dollars in thousands, except per share amounts) |
|
|
|
|
|
|
Weighted |
|
Weighted |
|
|
Number |
|
Average |
|
Average |
|
|
of |
|
Exercise |
|
Remaining |
|
|
Shares |
|
Price |
|
Life (Years) |
Beginning Options Outstanding, Jan 1, 2010 |
|
|
254,686 |
|
|
$ |
6.35 |
|
|
|
|
|
Options Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercises |
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures |
|
|
(12,526 |
) |
|
|
7.85 |
|
|
|
|
|
|
|
|
Ending options outstanding, June 30, 2010 |
|
|
242,160 |
|
|
|
6.27 |
|
|
|
2.3 |
|
|
|
|
Exercisable at June 30, 2010 |
|
|
242,160 |
|
|
$ |
6.27 |
|
|
|
2.3 |
|
|
|
|
12
|
|
The total intrinsic value of options exercised during the six months ended June 30, 2010 and
2009 was $0 and $7,000, respectively. A summary of the Companys nonvested restricted shares
for the six months ended June 30, 2010, is presented below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant-Date |
|
Nonvested Shares |
|
Shares |
|
|
Fair Value |
|
Balance at January 1, 2010 |
|
|
72,718 |
|
|
$ |
15.71 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(27,409 |
) |
|
|
17.90 |
|
Forfeited |
|
|
(2,480 |
) |
|
|
16.53 |
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
|
42,829 |
|
|
$ |
14.27 |
|
|
|
|
|
|
|
|
10. Derivative Financial Instruments
|
|
Management uses derivative financial instruments to protect against the risk of interest rate
movements on the value of certain assets and liabilities and on future cash flows. The
instruments that have been used by the Company include interest rate swaps and cash flow hedges
with indices that relate to the pricing of specific assets and liabilities. |
|
|
Derivative instruments have inherent risks, primarily market risk and credit risk. Market risk
is associated with changes in interest rates and credit risk relates to the risk that the
counterparty will fail to perform according to the terms of the agreement. The amounts
potentially subject to market and credit risks are the streams of interest payments under the
contracts and the market value of the derivative instrument which is determined based on the
interaction of the notional amount of the contract with the underlying instrument, and not the
notional principal amounts used to express the volume of the transactions. Management monitors
the market risk and credit risk associated with derivative financial instruments as part of its
overall Asset/Liability management process. |
|
|
In accordance with ASC 815, Derivatives and Hedging, the Company recognizes all derivative
financial instruments in the consolidated financial statements at fair value regardless of the
purpose or intent for holding the instrument. Derivative financial instruments are included in
other assets or other liabilities, as appropriate, on the Consolidated Balance Sheet. Changes
in the fair value of derivative financial instruments are either recognized periodically in
income or in stockholders equity as a component of other comprehensive income depending on
whether the derivative financial instrument qualifies for hedge accounting, and if so, whether
it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of
derivatives accounted for as fair value hedges are recorded in income in the same period and in
the same income statement line as changes in the fair values of the hedged items that relate to
the hedged risk(s). Changes in fair values of derivative financial instruments accounted for as
cash flow hedges, to the extent they are effective hedges, are recorded as a component of other
comprehensive income, net of deferred taxes. Changes in fair values of derivative financial
instruments not qualifying as hedges pursuant to ASC 815 are reported in non-interest income.
Derivative contracts are valued by the counter party and are periodically validated by
management. |
Interest Rate Swaps Designated as Cash Flow Hedges
|
|
The tables below identify the Companys interest rate swaps at June 30, 2010 and December 31,
2009, which were entered into to hedge certain LIBOR-based trust preferred debentures and
designated as cash flow hedges pursuant to ASC 815 (dollars in thousands): |
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
|
|
|
|
|
|
|
|
Receive Rate |
|
Pay Rate |
|
Type of Hedging |
Maturity Date |
|
Notional Amount |
|
Fair Value (Loss) |
|
(LIBOR) |
|
(Fixed) |
|
Relationship |
|
Pay Fixed, Receive Variable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2013 |
|
$ |
8,248 |
|
|
$ |
(929 |
) |
|
|
0.30 |
% |
|
|
4.58 |
% |
|
Cash Flow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
Receive Rate |
|
Pay Rate |
|
Type of Hedging |
Maturity Date |
|
Notional Amount |
|
Fair Value (Loss) |
|
(LIBOR) |
|
(Fixed) |
|
Relationship |
|
Pay Fixed, Receive Variable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2013 |
|
$ |
8,248 |
|
|
$ |
(678 |
) |
|
|
0.28 |
% |
|
|
4.58 |
% |
|
Cash Flow |
|
|
The fair values, or unrealized losses, of $929,000 at June 30, 2010 and $678,000 at December
31, 2009 are included in other liabilities. The Company has begun to defer the interest
payments on the related Trust Preferred borrowing beginning with the January 2010 scheduled
remittance. As a result of the deferred interest payments, a calculation of the effectiveness
of the hedge was prepared. It was concluded that although the hedge is effective, there is a
small amount of ineffectiveness due to the delayed payments. The Company expensed $90,000 in
interest expense in the six months ended June 30, 2010 related to the ineffective portion of
the hedge. The changes in fair value, net of tax, are separately disclosed in the statement of
changes in stockholders equity as a component of comprehensive income (loss). Net cash flows
from these interest rate swaps are included in interest expense on trust preferred debentures.
The unrealized loss at June 30, 2010 is a component of comprehensive income (loss) for June 30,
2010. At June 30, 2010, Intermountain had $1.0 million in restricted cash as collateral for the
cash flow hedge. A rollfoward of the amounts in accumulated other comprehensive income related
to interest rate swaps designated as cash flow hedges follows: |
|
|
|
|
|
|
|
|
|
|
|
Six months Ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
|
Unrealized loss at beginning of period |
|
$ |
(678 |
) |
|
$ |
(985 |
) |
Amount of gross loss recognized in earnings (loss) |
|
|
(90 |
) |
|
|
|
|
Amount of gross loss recognized in other comprehensive income (loss) |
|
|
(161 |
) |
|
|
319 |
|
|
|
|
|
|
|
|
Unrealized loss at end of period |
|
$ |
(929 |
) |
|
$ |
(666 |
) |
|
|
|
Interest Rate Swaps Not Designated as Hedging Instruments Under ASC 815 |
|
|
The Company has purchased certain derivative products to allow the Company to effectively
convert a fixed rate loan to a variable rate payment stream. The Company economically hedges
derivative transactions by entering into offsetting derivatives executed with third parties
upon the origination of a fixed rate loan with a customer. Derivative transactions executed as
part of this program are not designated as ASC 815 hedge relationships and are, therefore,
marked to market through earnings each period. In most cases the derivatives have mirror-image
terms, which result in the positions changes in fair value offsetting completely through
earnings each period. However, to the extent that the derivatives are not a mirror-image,
changes in fair value will not completely offset, resulting in some earnings impact each
period. Changes in the fair value of these interest rate swaps are included in other
non-interest income. The following table summarizes these interest rate swaps as of June 30,
2010 and December 31, 2009 (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
December 31, 2009 |
|
|
Notional |
|
|
|
|
|
Notional |
|
|
|
|
Amount |
|
Fair Value (Loss) |
|
Amount |
|
Fair Value Gain |
|
Interest rate swaps with third party financial institutions |
|
$ |
2,559 |
|
|
$ |
(95 |
) |
|
$ |
2,559 |
|
|
$ |
57 |
|
|
|
|
At June 30, 2010, loans receivable included ($95,000) of derivative assets and other
liabilities included $0 of derivative assets related to these interest rate swap transactions.
At June 30, 2010, the interest rate swaps had a maturity date of March 2019. At June 30, 2010,
Intermountain had $72,000 in restricted cash as collateral for the interest rate swaps. |
11. |
|
Fair Value Measurements |
|
|
Fair value is defined under ASC 820-10 as the price that would be received for an asset or paid
to transfer a liability (an exit price) in the principal market for the asset or liability in
an orderly transaction between market participants on the measurement |
14
|
|
date. In support of this principle ASC 820-10 establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. The fair value hierarchy is as
follows: |
|
|
Level 1 inputs Unadjusted quoted prices in active markets for identical assets or
liabilities that the entity has the ability to access at the measurement date. |
|
|
Level 2 inputs Inputs other than quoted prices included in Level 1 that are observable
for the asset or liability, either directly or indirectly. These might include quoted prices
for similar assets and liabilities in active markets, and inputs other than quoted prices that
are observable for the asset or liability, such as interest rates and yield curves that are
observable at commonly quoted intervals. |
|
|
Level 3 inputs 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 values requires significant management judgment or estimation. |
|
|
The following table presents information about the Companys assets measured at fair value on a
recurring basis as of June 30, 2010, and indicates the fair value hierarchy of the valuation
techniques utilized by the Company to determine such fair value (in thousands). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
|
|
|
|
At June 30, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Fair Value |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
June 30, 2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Available-for-Sale Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and obligations of U.S. government agencies |
|
$ |
41 |
|
|
$ |
|
|
|
$ |
41 |
|
|
$ |
|
|
Residential mortgage backed securities (MBS) |
|
|
178,904 |
|
|
|
|
|
|
|
148,686 |
|
|
|
30,218 |
|
Other Assets Derivative |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured at Fair Value |
|
$ |
178,850 |
|
|
$ |
|
|
|
$ |
148,727 |
|
|
$ |
30,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities Derivatives |
|
$ |
929 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
At December 31, 2009 Using |
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Fair Value |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
Dec 31, 2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Available-for-Sale Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and obligations of U.S. government agencies |
|
$ |
51 |
|
|
$ |
|
|
|
$ |
51 |
|
|
$ |
|
|
Residential mortgage backed securities (MBS) |
|
|
181,733 |
|
|
|
|
|
|
|
149,497 |
|
|
|
32,236 |
|
Other Assets Derivative |
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured at Fair Value |
|
$ |
181,841 |
|
|
$ |
|
|
|
$ |
149,548 |
|
|
$ |
32,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities Derivatives |
|
$ |
678 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
678 |
|
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis as
of June 30, 2010 are summarized as follows (in thousands):
Fair Value Measurement Transfers- Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using Significant |
|
|
|
Unobservable Inputs ( Level 3) |
|
Description |
|
Residential MBS |
|
|
Derivatives |
|
|
Total |
|
January 1, 2010 Balance |
|
$ |
32,236 |
|
|
$ |
57 |
|
|
$ |
32,293 |
|
Total gains or losses (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings |
|
|
(256 |
) |
|
|
(152 |
) |
|
|
(408 |
) |
Included in other comprehensive income |
|
|
3,414 |
|
|
|
|
|
|
|
3,414 |
|
Principal Payments |
|
|
(2,618 |
) |
|
|
|
|
|
|
(2,618 |
) |
Sales of Securities |
|
|
(2,558 |
) |
|
|
|
|
|
|
(2,558 |
) |
Transfers in and /or out of Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 Balance |
|
$ |
30,218 |
|
|
$ |
(95 |
) |
|
$ |
30,123 |
|
|
|
|
|
|
|
|
|
|
|
15
Fair Value Measurement Transfers- Liabilities
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Using Significant Unobservable |
|
|
|
Inputs ( Level 3) |
|
Description |
|
Derivatives |
|
January 1, 2010 Balance |
|
$ |
678 |
|
Total gains or losses (realized/unrealized) |
|
|
|
|
Included in earnings |
|
|
90 |
|
Included in other comprehensive income |
|
|
161 |
|
|
|
|
|
June 30, 2010 Balance |
|
$ |
929 |
|
|
|
|
|
The table below presents a portion of the Companys loans measured at fair value on a
nonrecurring basis as of June 30, 2010, because they are impaired loans and the Companys OREO,
aggregated by the level in the fair value hierarchy within which those measurements fall (in
thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
At June 30, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
Fair Value |
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
Description |
|
June 30, 2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Loans(1) |
|
$ |
35,704 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
35,704 |
|
OREO |
|
|
8,754 |
|
|
|
|
|
|
|
|
|
|
|
8,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured at Fair Value |
|
$ |
44,458 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
44,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents impaired loans, net, which are included in loans. |
Impaired loans are valued based on either the estimated fair value of the cash flows to be
received or the fair value of the underlying collateral supporting the loan less selling costs.
Real estate collateral on these loans and the Companys other real estate owned (OREO) is
typically valued using appraisals or other indications of value based on recent comparable sales of
similar properties or assumptions generally observable in the marketplace. Management reviews these
valuations and makes additional valuation adjustments, as necessary, including subtracting
estimated costs of liquidating the collateral or selling the OREO. The related nonrecurring fair
value measurement adjustments have been classified as Level 3 because of the significant
assumptions required to estimate future cash flows on these loans, and the rapidly changing and
uncertain collateral values underlying the loans. Extreme volatility and the lack of relevant and
current sales data in the Companys market areas for various types of collateral create additional
uncertainties and require the use of multiple sources and management judgment to make
adjustments.
The following is a further description of the principal valuation methods used by the
Company to estimate the fair values of its financial instruments.
Securities
The fair values of securities, other than those categorized as level 3 described above, are
based principally on market prices and dealer quotes. Certain fair values are estimated using
pricing models or are based on comparisons to market prices of similar securities. The fair value
of stock in the FHLB equals its carrying amount since such stock is only redeemable at its par
value.
Available for Sale Securities. Securities totaling $148.7 million classified as available for
sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company
obtained fair value measurements from an independent pricing service and internally validated these
measurements. The fair value measurements consider observable data that may include dealer quotes,
market spreads,
16
cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market
consensus, prepayment speeds, credit information and the bonds terms and conditions, among other
things.
The available for sale portfolio also includes $30.2 million in super senior or senior tranche
collateralized mortgage obligations not backed by a government or other agency guarantee. These
securities are collateralized by fixed rate prime or Alt A mortgages, are structured to provide
credit support to the senior tranches, and are carefully analyzed and monitored by management.
Because of disruptions in the current market for mortgage-backed securities and collateralized
mortgage obligations, an active market did not exist for these securities at June 30, 2010. This is
evidenced by a significant widening in the bid-ask spread for these types of securities and the
limited volume of actual trades made. As a result, less reliance can be placed on easily observable
market data, such as pricing on transactions involving similar types of securities, in determining
their current fair value. As such, significant adjustments were required to determine the fair
value at the June 30, 2010 measurement date. These securities are valued using Level 3 inputs.
In valuing these securities, the Company utilized the same independent pricing service as for
its other available-for-sale securities and internally validated these measurements. In addition,
it utilized a second pricing service that specializes in whole-loan collateralized mortgage
obligation valuation and another market source to derive independent valuations and used this data
to evaluate and adjust the original values derived. In addition to the observable market-based
input including dealer quotes, market spreads, live trading levels and execution data, both
services also employed a present-value income model that considered the nature and timing of the
cash flows and the relative risk of receiving the anticipated cash flows as agreed. The discount
rates used were based on a risk-free rate, adjusted by a risk premium for each security. In
accordance with the requirements of ASC 820-10, the Company has determined that the risk-adjusted
discount rates utilized appropriately reflect the Companys best estimate of the assumptions that
market participants would use in pricing the assets in a current transaction to sell the asset at
the measurement date. Risks include nonperformance risk (that is, default risk and collateral value
risk) and liquidity risk (that is, the compensation that a market participant receives for buying
an asset that is difficult to sell under current market conditions). To the extent possible, the
pricing services and the Company validated the results from these models with independently
observable data.
In evaluating securities in the investment portfolio for OTTI, the Company evaluated the
following factors:
|
|
|
The length of time and the extent to which the market value of the securities has been lower
than their cost; |
|
|
|
|
The financial condition and near-term prospects of the issuer or obligation, including
any specific events, which may influence the operations of the issuer or obligation such as
credit defaults and losses in mortgages underlying the security, changes in technology that
impair the earnings potential of the investment or the discontinuation of a segment of the
business that may affect the future earnings potential; and |
|
|
|
|
The intent and ability of the Company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in market value. |
Based on the factors above, the Company has determined that two securities comprised of a pool
of mortgages were subject to OTTI as of June 30, 2010. During 2009, the Company recorded an OTTI of
$1,751,000 on one security. Of the total $1,751,000 OTTI, $526,000 was related to credit losses and
was a charge against earnings. The remaining $1,225,000 reflected non-credit value impairment and
was charged against the Companys other comprehensive income (loss) and reported capital on the
balance sheet. The Company conducted a similar analysis on the estimated cash flows in the first
and second quarter of 2010, and as a result of these analyses, recorded additional credit loss
impairments of $19,000 and $144,000 against earnings for the first and second quarter of 2010,
respectively. During second quarter 2010, the Company recorded an OTTI of $1,529,000 on an
additional security. Of the total $1,529,000 OTTI, $92,000 was related to credit losses and was a
charge against earnings. The remaining $1,437,000 reflected non-credit value impairment and was
charged against the Companys other comprehensive income and reported capital on the balance sheet.
At this time, the Company anticipates holding the securities until their value is recovered or
maturity, and will continue to adjust its other comprehensive income and capital position to
reflect the securities current market value. The Company calculates the credit loss charge against
earnings by subtracting the estimated present value of estimated future cash flows on the security
from its amortized cost.
Loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, the
Company records nonrecurring adjustments to the carrying value of loans based on fair value
measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring
adjustments also include certain impairment amounts for impaired loans when establishing the
allowance
17
for credit losses. Such amounts are generally based on either the estimated fair value of the
cash flows to be received or the fair value of the underlying collateral supporting the loan less
selling costs. Real estate collateral on these loans and the Companys OREO is typically valued
using appraisals or other indications of value based on recent comparable sales of similar
properties or assumptions generally observable in the marketplace. Management reviews these
valuations and makes additional valuation adjustments, as necessary, including subtracting
estimated costs of liquidating the collateral or selling the OREO. The related nonrecurring fair
value measurement adjustments have generally been classified as Level 3 because of the significant
assumptions required estimating future cash flows on these loans, and the rapidly changing and
uncertain collateral values underlying the loans. Extreme volatility and the lack of relevant and
current sales data in the Companys market areas for various types of collateral create additional
uncertainties and require the use of multiple sources and management judgment to make
adjustments. Loans subject to nonrecurring fair value measurement were $35.7 million at
June 30, 2010 all of which were classified as Level 3.
Other Real Estate Owned. At the applicable foreclosure date, OREO is recorded at fair value of
the real estate, less the estimated costs to sell the real estate. Subsequently, OREO is carried at
the lower of cost or net realizable value (fair value less estimated selling costs), and is
periodically assessed for impairment based on fair value at the reporting date. Fair value is
determined from external appraisals and other valuations using judgments and estimates of external
professionals. Many of these inputs are not observable and, accordingly, these measurements are
classified as Level 3. The Companys OREO at June 30, 2010 totaled $8.8 million, all of which was
classified as Level 3.
Interest Rate Swaps. During the third quarter of 2008, the Company entered into an interest
rate swap contract with Pacific Coast Bankers Bank. The purpose of the $8.2 million notional value
swap is to convert the variable rate payments made on the Trust Preferred I obligation (see Note 4
Other Borrowings) to a series of fixed rate payments for five years, as a hedging strategy to
help manage the Companys interest-rate risk. This contract is carried as an asset or liability at
fair value, and as of June 30, 2010, it was a liability with a fair value of $929,000.
During the first quarter of 2009, the Company entered into an interest rate swap contract with
Pacific Coast Bankers Bank. The purpose of the $1.6 million notional value swap is to convert the
fixed rate payments earned on a loan receivable to a series of variable rate payments for ten
years, as a hedging strategy to help manage the Companys interest-rate risk. This contract is
carried as an asset or liability at fair value, and as of June 30, 2010, it was an asset with a
fair value of ($67,000). During the second quarter of 2009, the Company entered into an interest
rate swap contract with Pacific Coast Bankers Bank. The purpose of the $1.0 million notional value
swap is to convert the fixed rate payments earned on a loan receivable to a series of variable rate
payments for ten years, as a hedging strategy to help manage the Companys interest-rate risk. This
contract is carried as an asset or liability at fair value, and as of June 30, 2010, it was an
asset with a fair value of ($28,000).
Intermountain is required to disclose the estimated fair value of financial instruments, both
assets and liabilities on and off the balance sheet, for which it is practicable to estimate fair
value. These fair value estimates are made at June 30, 2010 based on relevant market information
and information about the financial instruments. Fair value estimates are intended to represent the
price an asset could be sold at or the price a liability could be settled for. However, given there
is no active market or observable market transactions for many of the Companys financial
instruments, the Company has made estimates of many of these fair values which are subjective in
nature, involve uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the estimated values.
The estimated fair value of the financial instruments as of June 30, 2010 and December 31,
2009, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
December 31, 2009 |
|
|
Carrying |
|
|
|
|
|
Carrying |
|
|
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, restricted cash and federal funds sold |
|
$ |
129,096 |
|
|
$ |
129,096 |
|
|
$ |
104,835 |
|
|
$ |
104,835 |
|
Interest bearing certificates of deposit |
|
|
|
|
|
|
|
|
|
|
862 |
|
|
|
862 |
|
Available-for-sale securities |
|
|
178,945 |
|
|
|
178,945 |
|
|
|
181,784 |
|
|
|
181,784 |
|
Held-to-maturity securities |
|
|
23,050 |
|
|
|
23,375 |
|
|
|
15,177 |
|
|
|
15,397 |
|
Loans held for sale |
|
|
3,728 |
|
|
|
3,728 |
|
|
|
6,574 |
|
|
|
6,574 |
|
Loans receivable, net |
|
|
623,129 |
|
|
|
649,903 |
|
|
|
655,602 |
|
|
|
683,300 |
|
Accrued interest receivable |
|
|
4,962 |
|
|
|
4,962 |
|
|
|
5,077 |
|
|
|
5,077 |
|
BOLI |
|
|
8,583 |
|
|
|
8,583 |
|
|
|
8,397 |
|
|
|
8,397 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposit liabilities |
|
|
806,780 |
|
|
|
788,459 |
|
|
|
819,321 |
|
|
|
786,704 |
|
Borrowings |
|
|
164,076 |
|
|
|
164,991 |
|
|
|
160,760 |
|
|
|
160,469 |
|
Accrued interest payable |
|
|
1,361 |
|
|
|
1,361 |
|
|
|
1,211 |
|
|
|
1,211 |
|
18
The methods and assumptions used to estimate the fair values of each class of financial
instruments are as follows:
Cash, Cash Equivalents, Federal Funds and Certificates of Deposit
The carrying value of cash, cash equivalents, federal funds sold and certificates of deposit
approximates fair value due to the relatively short-term nature of these instruments.
Investments and BOLI
See the discussion above regarding the fair values of investment securities. The fair value of
BOLI is equal to the cash surrender value of the life insurance policies.
Loans Receivable and Loans Held For Sale
The fair value of performing mortgage loans, commercial real estate, construction, consumer
and commercial loans is estimated by discounting the cash flows using interest rates that consider
the interest rate risk inherent in the loans and current economic and lending conditions.
Non-accrual loans are assumed to be carried at their current fair value and therefore are not
adjusted.
Deposits
The fair values for deposits subject to immediate withdrawal such as interest and non-interest
bearing checking, savings and money market deposit accounts are discounted using market rates for
replacement dollars and using industry statistics for decay/maturity dates. The carrying amounts
for variable-rate certificates of deposit and other time deposits approximate their fair value at
the reporting date. Fair values for fixed-rate certificates of deposit are estimated by discounting
future cash flows using interest rates currently offered on time deposits with similar remaining
maturities.
Borrowings
The carrying amounts of short-term borrowings under repurchase agreements approximate their
fair values due to the relatively short period of time between the origination of the instruments
and their expected payment. The fair value of long-term FHLB Seattle advances and other long-term
borrowings is estimated using discounted cash flow analyses based on the Companys current
incremental borrowing rates for similar types of borrowing arrangements with similar remaining
terms.
Accrued Interest
The carrying amounts of accrued interest payable and receivable approximate their fair value.
Intermountain performed an evaluation of subsequent events through the date this report was
filed with the Securities and Exchange Commission.
13. |
|
New Accounting Pronouncements: |
In June 2009, the Financial Accounting Standards Board (the FASB) issued Accounting Standards
Update (ASU) 2009-16, Accounting for Transfers of Financial Assets. This standard removes the
concept of qualifying special-purpose entities as an accounting criteria that had provided an
exception to consolidation, provided additional guidance on requirements for consolidation, and is
an update to codification topic 860. This guidance became effective on January 1, 2010, and did not
have a material impact on the Companys consolidated financial statements.
19
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. This
guidance is related to implementation of fair value measurement disclosures. This update to the
codification topic 820 specifically addresses: 1) transfers between levels 1, 2 and 3 of the fair
value hierarchy; 2) level of disaggregation of derivative contracts for fair value measurement
disclosures; and 3) disclosures about fair value measurement inputs and valuation techniques. This
guidance became effective on March 31, 2010, and did not have a material impact on the Companys
consolidated financial statements.
In February 2010, the FASB issued ASU 2010-09, Amendments to Certain Recognition and Disclosure
Requirements, that standardizes accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued, and
was an update to codification topic 855. As a public reporting company, Intermountain is required
to evaluate subsequent events through the date its financial statements are issued. The adoption of
these rules did not have a material impact on the Companys consolidated financial statements.
In April 2010, the FASB issued ASU 2010-18, Effect of a Loan Modification When the Loan Is Part of
a Pool That Is Accounted for as a Single Asset. This update addresses modifications of loans that
are accounted for within a pool by specifying that a troubled debt restructuring would not result
in the removal of those loans from the pool for impairment analysis purposes. This guidance will be
effective as of September 30, 2010. The Company does not currently have any loans for which this
guidance would be applicable.
In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. This update amends codification topic 310 on
receivables to improve the disclosures that an entity provides about the credit quality of its
financing receivables and the related allowance for credit losses. As a result of these amendments,
an entity is required to disaggregate by portfolio segment or class certain existing disclosures
and provide certain new disclosures about its financing receivables and related allowance for
credit losses. This guidance is being phased in, with the new disclosure requirements for period
end balances effective as of December 31, 2010, and the new disclosure requirements for activity
during the reporting period effective March 31, 2011.
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
This report contains forward-looking statements. For a discussion about such statements,
including the risks and uncertainties inherent therein, see Forward-Looking Statements.
Managements Discussion and Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in
this report and in Intermountains Form 10-K for the year ended December 31, 2009.
General
Overview & History
Intermountain Community Bancorp (Intermountain or the Company) is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The Company was formed as
Panhandle Bancorp in October 1997 under the laws of the State of Idaho in connection with a holding
company reorganization of Panhandle State Bank (the Bank) that was approved by the stockholders
on November 19, 1997 and became effective on January 27, 1998. In June 2000, Panhandle Bancorp
changed its name to Intermountain Community Bancorp.
Panhandle State Bank, a wholly owned subsidiary of the Company, was first opened in 1981 to
serve the local banking needs of Bonner County, Idaho. Panhandle State Bank is regulated by the
Idaho Department of Finance, the State of Washington Department of Financial Institutions, the
Oregon Division of Finance and Corporate Securities and by the Federal Deposit Insurance
Corporation (FDIC), its primary federal regulator and the insurer of its deposits.
Since opening in 1981, the Bank has continued to grow by opening additional branch offices
throughout Idaho and has also expanded into the states of Oregon and Washington. During 1999, the
Bank opened its first branch under the name of Intermountain Community Bank, a division of
Panhandle State Bank, in Payette, Idaho. Over the next several years, the Bank continued to open
branches under both the Intermountain Community Bank and Panhandle State Bank names. In January
2003, the Bank acquired a branch office from Household Bank F.S.B. located in Ontario, Oregon,
which is now operating under the Intermountain Community Bank name. In 2004, Intermountain acquired
Snake River Bancorp, Inc. (Snake River) and its subsidiary bank, Magic Valley Bank,
20
and the Bank now operates three branches under the Magic Valley Bank name in south central
Idaho. In 2005 and 2006, the Company continued to open branches under the Intermountain Community
and Panhandle State Bank names.
In 2006, Intermountain also opened a Trust & Wealth Management division, and purchased a small
investment company, Premier Alliance. The combined unit now operates as Intermountains Trust &
Investment Services division. The acquisition and development of these services improves the
Companys ability to provide a full-range of financial services to its targeted customers. In 2007,
the Company relocated its Spokane Valley office to a larger facility housing retail, commercial,
and mortgage banking functions and administrative staff. In the second quarter of 2008, the Bank
completed the Sandpoint Center, its new corporate headquarters, and relocated the Sandpoint branch
and administrative staff into the building.
Intermountain offers banking and financial services that fit the needs of the communities it
serves. Lending activities include consumer, commercial, commercial real estate, residential
construction, mortgage and agricultural loans. A full range of deposit services are available
including checking, savings and money market accounts as well as various types of certificates of
deposit. Trust and wealth management services, investment and insurance services, and business cash
management solutions round out the Companys product offerings.
Business Strategy & Opportunities
Intermountain seeks to differentiate itself by attracting, retaining and motivating highly
experienced employees who are local market leaders, and supporting them with advanced technology,
training and compensation systems. This approach allows the Bank to provide local marketing and
decision-making to respond quickly to customer opportunities and build leadership in its
communities. Simultaneously, the Bank has focused on standardizing and centralizing administrative
and operational functions to improve risk management, efficiency and the ability of the branches to
serve customers effectively.
Intermountain continues to work through the challenges of the current economic downturn, while
positioning itself to prosper in the economy and markets of the future. Its strengths provide the
foundation for future growth and profitability, and include the following:
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A strong, loyal and low-cost deposit franchise with proven growth capabilities: 63% of
Intermountains deposits at June 30, 2010 are in low-cost transaction accounts, resulting in
a cost of funds that has consistently been below its peer group. Intermountain has
maintained this low-cost deposit focus while growing since 1999 from the 8th ranked bank by
deposit market share to the 2nd in the core markets it serves (Source: FDIC and Federal
Financial Institutions Examination Council (FFIEC) Uniform Bank Performance Report
(UBPR) data). |
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A high net interest margin (3.71% for the quarter ended June 30, 2010) relative to peers
with opportunity for additional improvement if rates rise or the economy improves:
Intermountain has consistently maintained a higher net interest margin than its peer group
(Source: UBPR data), and has positioned its balance sheet to protect against current
challenges, and provide for opportunities to capitalize on the likelihood of future rising
market interest rates. |
|
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A sophisticated, and increasingly effective, risk management system: Tempered by its
experiences during the current downturn, Intermountain has developed a refined credit loss
forecasting system, an integrated approach to credit, liquidity, capital and other risk
factors, and a well-seasoned credit administration function. |
|
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An operational and compliance infrastructure built for future profitable growth: During
the past three years, Intermountain has focused on upgrading talent, technology and
operational processes to facilitate further balance sheet growth without corresponding
expense increases. |
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A relatively young, but highly experienced, management team: The executive and senior
management team averages under 50 years old, but still generally exceeds 20 years in banking
experience, most of which has been in the Companys defined core and growth markets. The
current economic cycle has provided outstanding learning opportunities for the team, which
it is incorporating into current and future plans. |
Management anticipates that banking in the future will be similar in some ways to the past,
and very different in other ways. It has defined potential opportunities in terms of prospects
within the Companys core markets of north, southwest rural, and south central Idaho, and within
its growth markets of Spokane, Boise, and contiguous eastern Washington and northern Idaho
counties. While it cannot guarantee that it will pursue, or be successful in pursuing opportunities
in this new environment, it believes the following represent potential prospects.
21
Lending conditions are currently challenging, with low borrowing demand, tight underwriting
standards and challenging appraisal conditions. However, a return to more conservative credit
management, underwriting and structuring and the exit of a number of distressed competitors may
lead to better pricing opportunities and lower future credit risk for the Company. Management is
responding by diversifying its current portfolio and positioning for prudent growth opportunities.
It believes these prospects will include pursuing attractive mid-market commercial credits in its
markets, originating commercial real estate loans to strong borrowers at lower real estate prices,
originating and seasoning mortgage loans to strong borrowers at conservative loan-to-values in
rural and smaller suburban areas not well-served by current secondary market appraisal standards,
expanding and diversifying its agricultural portfolio, and expanding its already strong
government-guaranteed loan marketing efforts. Management also believes that credit spreads may
generally be wider, and when combined with the Companys high proportion of variable rate loans,
should lead to improved asset yields in the future.
We believe deposit growth and pricing will continue to be a cornerstone of the Companys
success. As demonstrated by its past successes, the growth of low-cost core deposits has always
been a focus. Management will continue this core focus, while pursuing opportunities to gain
additional market share from stressed competitors in its defined core and growth markets. Based on
FDIC call report data, the Company has identified approximately $1 billion in deposits at banks in
its core markets that are exhibiting relatively high levels of distress, and another $3 billion in
its growth markets. When combined with potential organic growth, a relatively small capture of
these distressed deposits over the next few years could allow the Company to double its total
deposits. More immediately, management sees additional opportunities to continue decreasing its
cost of funds and interest expense by repricing down maturing CDs and running off or replacing
higher rate wholesale funding vehicles.
Management is confident that it can also continue significantly improving the Companys
efficiency. The last three years have been challenging as the Company first sought to build
operational infrastructure for a larger institution, then faced very significant credit-related
costs. These costs masked underlying improvement in operating expenses. In the future, management
believes the infrastructure that has been built will allow the Company to expand its assets and
revenues without corresponding increases in expenses. When combined with lower anticipated credit
costs, this could lead to relatively rapid improvement in efficiency rates. During 2010, it will
continue to focus on rationalizing its cost structure and has already made significant expense
reduction moves, including reducing staff and executing additional outsourcing contracts.
Management believes that non-interest revenue growth may be challenging in the near-term
because of new regulatory restrictions, particularly on overdraft and debit card income. However,
it continues to take steps to expand and diversify its revenue sources. These include expanding its
trust and investment service opportunities to both new and existing customers, increasing debit and
credit card accounts and usage, pursuing other partners to work with on its secured savings credit
card program, and reorganizing and enhancing its mortgage banking operation.
In addition to the above, management believes that disruption and consolidation in the market
may lead to other opportunities as well. Subject to regulatory and capital constraints, management
believes that attractive acquisition opportunities within its footprint will begin to appear and
that Intermountain could be in a unique position to capitalize on them. Intermountain is the
largest publicly traded bank holding company headquartered in Idaho, and has existing branches in
Washington and Oregon, which may help facilitate future transactions. Even if these opportunities
are not available, large disruptions create potential opportunities to attract strong new employees
and customers.
Critical Accounting Policies
The accounting and reporting policies of Intermountain conform to Generally Accepted
Accounting Principles (GAAP) and to general practices within the banking industry. The
preparation of the financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Intermountains management
has identified the accounting policies described below as those that, due to the judgments,
estimates and assumptions inherent in those policies, are critical to an understanding of
Intermountains Consolidated Financial Statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Income Recognition. Intermountain recognizes interest income by methods that conform to
general accounting practices within the banking industry. In the event management believes
collection of all or a portion of contractual interest on a loan has become
22
doubtful, which generally occurs after the loan is 90 days past due or because of other
borrower or loan indications, Intermountain discontinues the accrual of interest and reverses any
previously accrued interest recognized in income deemed uncollectible. Interest received on
nonperforming loans is included in income only if recovery of the principal is reasonably assured.
A nonperforming loan may be restored to accrual status if it is brought current and has performed
in accordance with contractual terms for a reasonable period of time, and the collectability of the
total contractual principal and interest is no longer in doubt.
Allowance For Loan Losses. In general, determining the amount of the allowance for loan
losses requires significant judgment and the use of estimates by management. This analysis is
designed to determine an appropriate level and allocation of the allowance for losses among loan
types and loan classifications by considering factors affecting loan losses, including: specific
losses; levels and trends in impaired and nonperforming loans; historical bank and industry loan
loss experience; current national and local economic conditions; volume, growth and composition of
the portfolio; regulatory guidance; and other relevant factors. Management monitors the loan
portfolio to evaluate the adequacy of the allowance. The allowance can increase or decrease based
upon the results of managements analysis.
The amount of the allowance for the various loan types represents managements estimate of
probable incurred losses inherent in the existing loan portfolio based upon historical bank and
industry loan loss experience for each loan type. The allowance for loan losses related to impaired
loans is based on the fair value of the collateral for collateral dependent loans, and on the
present value of expected cash flows for non-collateral dependent loans. For collateral dependent
loans, this evaluation requires management to make estimates of the value of the collateral and any
associated holding and selling costs, and for non-collateral dependent loans, estimates on the
timing and risk associated with the receipt of contractual cash flows.
Individual loan reviews are based upon specific quantitative and qualitative criteria,
including the size of the loan, loan quality classifications, value of collateral, repayment
ability of borrowers, and historical experience factors. The historical experience factors utilized
are based upon past loss experience, trends in losses and delinquencies, the growth of loans in
particular markets and industries, and known changes in economic conditions in the particular
lending markets. Allowances for homogeneous loans (such as residential mortgage loans, personal
loans, etc.) are collectively evaluated based upon historical bank and industry loan loss
experience, trends in losses and delinquencies, growth of loans in particular markets, and known
changes in economic conditions in each particular lending market.
Management believes the allowance for loan losses was adequate at June 30, 2010. While
management uses available information to provide for loan losses, the ultimate collectability of a
substantial portion of the loan portfolio and the need for future additions to the allowance will
be based on changes in economic conditions and other relevant factors. A further slowdown in
economic activity could adversely affect cash flows for both commercial and individual borrowers,
as a result of which the Company could experience increases in nonperforming assets, delinquencies
and losses on loans.
A reserve for unfunded commitments is maintained at a level that, in the opinion of
management, is adequate to absorb probable losses associated with the Banks commitment to lend
funds under existing agreements such as letters or lines of credit. Management determines the
adequacy of the reserve for unfunded commitments based upon reviews of individual credit
facilities, current economic conditions, the risk characteristics of the various categories of
commitments and other relevant factors. The reserve is based on estimates, and ultimate losses may
vary from the current estimates. These estimates are evaluated on a regular basis and, as
adjustments become necessary, they are recognized in earnings in the periods in which they become
known through charges to other non-interest expense. Draws on unfunded commitments that are
considered uncollectible at the time funds are advanced are charged to the reserve for unfunded
commitments. Provisions for unfunded commitment losses, and recoveries on commitment advances
previously charged-off, are added to the reserve for unfunded commitments, which is included in the
accrued expenses and other liabilities section of the Consolidated Statements of Financial
Condition.
Investments. Assets in the investment portfolio are initially recorded at cost, which
includes any premiums and discounts. Intermountain amortizes premiums and discounts as an
adjustment to interest income using the interest yield method over the life of the security. The
cost of investment securities sold, and any resulting gain or loss, is based on the specific
identification method.
Management determines the appropriate classification of investment securities at the time of
purchase. Held-to-maturity securities are those securities that Intermountain has the intent and
ability to hold to maturity, and are recorded at amortized cost. Available-for-sale securities are
those securities that would be available to be sold in the future in response to liquidity needs,
changes in market interest rates, and asset-liability management strategies, among others.
Available-for-sale securities are reported at fair value, with unrealized holding gains and losses
reported in stockholders equity as a separate component of other comprehensive income, net of
applicable deferred income taxes.
23
Management evaluates investment securities for other-than-temporary declines in fair value on
a periodic basis. If the fair value of investment securities falls below their amortized cost and
the decline is deemed to be other-than-temporary, the securities fair value will be analyzed based
on market conditions and expected cash flows on the investment security. The Company calculates a
credit loss charge against earnings by subtracting the estimated present value of estimated future
cash flows on the security from its amortized cost. At June 30, 2010, residential mortgage-backed
securities included two securities comprised of a pool of mortgages with a remaining unpaid balance
of $10.9 million. Due to the lack of an orderly market for the security, their fair value was
determined to be $8.1 million at June 30, 2010 based on analytical modeling taking into
consideration a range of factors normally found in an orderly market. Based on an analysis of
projected cash flows, a total of $782,000 has been charged to earnings as a credit loss, including
$526,000 in 2009 and $256,000 in the first six months of 2010. The remaining $2.5 million was
recognized in other comprehensive income. Charges to income could occur in future periods due to a
change in managements intent to hold the investments to maturity, a change in managements
assessment of credit risk, or a change in regulatory or accounting requirements.
Goodwill and Other Intangible Assets. Goodwill arising from business combinations represents
the value attributable to unidentifiable intangible elements in the business acquired.
Intermountains goodwill relates to value inherent in the banking business and the value is
dependent upon Intermountains ability to provide quality, cost-effective services in a competitive
market place. As such, goodwill value is supported ultimately by revenue that is driven by the
volume of business transacted. A decline in earnings as a result of a lack of growth or the
inability to deliver cost-effective services over sustained periods can lead to impairment of
goodwill that could adversely impact earnings in future periods. Goodwill is not amortized, but is
subjected to impairment analysis each December. In addition, GAAP requires an impairment analysis
to be conducted any time a triggering event occurs in relation to goodwill. Management believes
that the significant market disruption in the financial sector and the declining market valuations
experienced over the past year created a triggering event. As such, management conducted interim
evaluations of the carrying value of goodwill in each quarter of 2009, including the quarter ended
December 31, 2009. As a result of this analysis, no impairment existed as of December 31, 2009.
Major assumptions used in determining impairment were projected increases in future income, sales
multiples in determining terminal value and the discount rate applied to future cash flows.
However, future events could cause management to conclude that Intermountains goodwill is
impaired, which would result in the recording of an impairment loss. Any resulting impairment loss
could have a material adverse impact on Intermountains financial condition and results of
operations. Other intangible assets consisting of core-deposit intangibles with definite lives are
amortized over the estimated life of the acquired depositor relationships. At June 30, 2010, the
carrying value of the Companys goodwill and core deposit intangible was $11.7 million and
$374,000, respectively. At June 30, 2010, the Company concluded there were no triggering events
that would require interim evaluation at June 30, 2010. As this evaluation is based on changing
market conditions and estimates of current and future values and cash flows, no assurance can be
given that an impairment of goodwill will not be required in future periods. See Part II Other
Information, Section 1A. Risk Factors.
Real Estate Owned. Property acquired through foreclosure of defaulted mortgage loans is
carried at the lower of cost or fair value less estimated costs to sell. At the applicable
foreclosure date, OREO is recorded at fair value of the real estate, less the estimated costs to
sell the real estate. Subsequently, OREO is carried at the lower of cost or fair value, and is
periodically re-assessed for impairment based on fair value at the reporting date. Development and
improvement costs relating to the property are capitalized to the extent they are deemed to be
recoverable.
Intermountain reviews its OREO for impairment in value on a periodic basis and whenever events
or circumstances indicate that the carrying value of the property may not be recoverable. In
performing the review, if expected future undiscounted cash flow from the use of the property or
the fair value, less selling costs, from the disposition of the property is less than its carrying
value, a loss is recognized. Because of rapid declines in real estate values in the current
distressed environment, management has increased the frequency and intensity of its valuation
analysis on its OREO properties. As a result of this analysis, carrying values on some of these
properties have been reduced, and it is reasonably possible that the carrying values could be
reduced again in the near term.
Fair Value Measurements. ASC 820 Fair Value Measurements (formerly SFAS 157) establishes a
standard framework for measuring fair value in GAAP, clarifies the definition of fair value
within that framework, and expands disclosures about the use of fair value measurements. A number
of valuation techniques are used to determine the fair value of assets and liabilities in
Intermountains financial statements. These include quoted market prices for securities, interest
rate swap valuations based upon the modeling of termination values adjusted for credit spreads with
counterparties, and appraisals of real estate from independent licensed appraisers, among other
valuation techniques. Fair value measurements for assets and liabilities where there exists limited
or no observable market data are based primarily upon estimates, and are often calculated based on
the economic and competitive environment, the characteristics of the asset or liability and other
factors. Therefore, the results cannot be determined with precision and may not be realized in an
actual sale or immediate settlement of the asset or liability. Additionally, there are inherent
weaknesses
24
in any calculation technique, and changes in the underlying assumptions used, including
discount rates and estimates of future cash flows, could significantly affect the results of
current or future values. Significant changes in the aggregate fair value of assets and liabilities
required to be measured at fair value or for impairment will be recognized in the income statement
under the framework established by GAAP. If impairment is determined, it could limit the ability of
Intermountains banking subsidiaries to pay dividends or make other payments to the Holding
Company. See Note 11 to the Consolidated Financial Statements for more information on fair value
measurements.
Derivative Financial Instruments and Hedging Activities. In various aspects of its business,
the Company uses derivative financial instruments to modify its exposure to changes in interest
rates and market prices for other financial instruments. Many of these derivative financial
instruments are designated as hedges for financial accounting purposes. Intermountains hedge
accounting policy requires the assessment of hedge effectiveness, identification of similar hedged
item groupings, and measurement of changes in the fair value of hedged items. If, in the future,
the derivative financial instruments identified as hedges no longer qualify for hedge accounting
treatment, changes in the fair value of these hedged items would be recognized in current period
earnings, and the impact on the consolidated results of operations and reported earnings could be
significant.
Income Taxes. Income taxes are accounted for using the asset and liability method. Under this
method a deferred tax asset or liability is determined based on the enacted tax rates which will be
in effect when the differences between the financial statement carrying amounts and tax basis of
existing assets and liabilities are expected to be reported in the Companys income tax returns.
The effect on deferred taxes of a change in tax rates is recognized in income in the period that
includes the enactment date. Valuation allowances are established to reduce the net carrying amount
of deferred tax assets if it is determined to be more likely than not, that all or some portion of
the potential deferred tax asset will not be realized. The Company uses an estimate of future
earnings, an evaluation of its loss carryback ability and tax planning strategies to determine
whether or not the benefit of its net deferred tax asset will be realized. The analysis used to
determine whether a valuation allowance is required and if so, the amount of the allowance, is
based on estimates of future taxable income and the effectiveness of future tax planning
strategies. These estimates require significant management judgment about future economic
conditions and Company performance. Further deterioration in economic conditions or Company
performance could require the establishment of a valuation allowance and a resulting charge against
the earnings of the Company in future periods. See Part II Other Information, Section 1A. Risk
Factors.
Results of Operations
Overview. Intermountain recorded a net loss applicable to common stockholders of $2.9 million, or
$0.35 per diluted share for the three months ended June 30, 2010, compared with a net loss
applicable to common stockholders of $4.7 million or $0.56 per diluted share for the first quarter
of 2010 and a net loss applicable to common stockholders of $11.4 million or $1.37 per diluted
share, for the three months ended June 30, 2009. Intermountain recorded a net loss to common
stockholders of $7.7 million, or $0.91 per diluted share, for the six months ended June 30, 2010,
compared with net loss to common stockholders of $11.9 million, or $1.43 per diluted share, for the
six months ended June 30, 2009. The smaller loss over the sequential quarter reflects improved net
interest income, higher non-interest income, lower operating expenses, and a smaller loan loss
provision. In comparison to second quarter 2009, the lower net loss in 2010 reflects higher
non-interest income, lower operating and loan loss provision expenses offset by lower net interest
income.
The annualized return on average assets (ROAA) was -0.94%, -1.62%, and -4.02% for the three
months ended June 30, 2010, March 31, 2010 and June 30, 2009, respectively, and -1.28% and -2.04%
for the six months ended June 30, 2010 and 2009, respectively. The annualized return on average
common equity (ROAE) was -20.05%, -31.37%, and -58.18% for the three months ended June 30, 2010,
March 31, 2010 and June 30, 2009, respectively, and -25.70% and -29.78% for the six months ended
June 30, 2010 and 2009, respectively.
While the Company recorded a net loss for the second quarter, the results showed material
improvement in a number of key areas. In response to ongoing economic challenges, management
continues to focus on strong balance sheet management and additional expense reduction. Most asset
quality metrics continued to improve, and the loan loss provision declined significantly in the
second quarter. At the same time, both interest and operating expenses decreased, and non-interest
income improved. Interest income also improved from first quarter, but remains challenged by low
loan demand and the maintenance of excess funds in relatively low-yielding cash equivalent and
investment securities. Barring unforeseen surprises, management believes that Company efforts will
continue to enhance financial performance and build a strong foundation for additional future
growth when economic conditions improve.
25
Net Interest Income. The most significant component of earnings for the Company is net
interest income, which is the difference between interest income from the Companys loan and
investment portfolios, and interest expense on deposits, repurchase agreements and other
borrowings. During the three months ended June 30, 2010, March 31, 2010 and June 30, 2009, net
interest income was $8.8 million, $8.4 million, and $10.2 million, respectively. The increase in
net interest income from the prior quarter primarily reflects a reduction in interest reversals and
foregone interest on loans that were placed on non-accrual status or written down. This was
partially offset by lower yields and higher amortization of premiums on securities, as prepayment
speeds on the Companys existing mortgage-backed securities portfolio increased temporarily,
reflecting decisions by Fannie Mae and Freddie Mac to pay off all defaulted mortgages over a
several-month period beginning in the first quarter. The comparison against results from second
quarter last year reflects the impacts of an overall reduction in earning assets, a more
conservative, lower-yielding asset mix, and the lag effect of lower market rates on the Companys
earning assets. During the six months ended June 30, 2010 and 2009, net interest income was $17.2
million and $20.1 million, respectively. The decrease in net interest income was due to lower
yields on assets and lower earning asset balances offset by lower costs on the Companys funding.
Average interest-earning assets decreased by 5.0% to $945.9 million for the three months ended
June 30, 2010, compared to $995.5 million for the three months ended June 30, 2009. The decrease
was driven by a reduction of $101.7 million or 13.5% in average loans, partially offset by an
increase in average investments and cash of $52.1 million or 21.3% over the three month period in
2009. For the six months ended June 30, 2010, average interest-earning assets decreased 4.5%, or
$45.0 million compared to the same period in 2009. Loan volumes continued to reflect paydowns and
write-downs of existing loan balances, lower loan demand caused by the slowing economy and tighter
underwriting standards. The increase in investments and cash resulted from strong deposit growth
and the Companys decision to place the additional funds in short-term investments and cash
equivalents to enhance liquidity.
Average interest-bearing liabilities decreased by 0.5% or $5.3 million for the three month
period ended June 30, 2010 compared to June 30, 2009. Average deposit balances were flat over this
time period, while borrowings decreased $5.3 million or 3.4%. Given excess liquidity on the asset
side, Company management did not aggressively pursue additional funding, and instead, focused on
lowering its cost of funds. For the six months ended June 30, 2010, average interest-bearing
liabilities increased 0.1% or $667,000 compared to the six months ended June 30, 2009, fueled by
growth in average deposits of $13.9 million, or 1.7%.
Net interest margin was 3.71% for the three months ended June 30, 2010, a 0.14% increase from
the three months ended March 31, 2010 and a 0.40% decrease from the same period last year. The
improvement from first quarter reflected lower funding costs and lower levels of foregone interest
on nonaccrual loans, offset by lower yields on investment securities, while comparative results
from a year ago continued to be negatively impacted by lower market interest rates, and the shift
to a more conservative asset mix. Net interest margins for the six months ended June 30, 2010 and
June 30, 2009 were 3.64% and 4.07%, respectively
The Company has continued to focus on lowering its overall cost of funds, while increasing
transaction deposit balances. The cost on interest-bearing liabilities dropped from 1.76% in second
quarter 2009 to 1.18% for the most recent quarter. Intermountain has sought to manage liability
costs carefully, and its cost of funds continues to be at the low end of its peer group. As a
result of these efforts and continuing stronger asset yields, the Companys net interest margin
remains well above average for its peer group.
Given current economic conditions, the Company believes that weak loan demand, non-accrual
loans and conservative asset management will continue to negatively impact the net interest margin
at least through the balance of 2010. However, declining funding costs should offset some of these
impacts. As such, management is focusing on building a balance sheet and core customer base to
sustain the current margin, and prepare for resumption of more normal economic and rate conditions
in the future.
Provision for Losses on Loans & Credit Quality. Managements policy is to establish valuation
allowances for estimated losses by charging corresponding provisions against income. This
evaluation is based upon managements assessment of various factors including, but not limited to,
current and anticipated future economic trends, historical loan losses, delinquencies, underlying
collateral values, as well as current and potential risks identified in the portfolio.
The provision for losses on loans totaled $4.9 million for the three months ended June 30, 2010,
compared to a provision of $6.8 million for the sequential quarter and $18.7 million for the three
months ended June 30, 2009. The provision for losses on loans totaled $11.7 million for the six
months ended June 30, 2010, compared to a provision of $21.5 million for the six months ended June
30, 2009. The following table summarizes provision and loan loss allowance activity for the
periods indicated.
26
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
Balance Beginning January 1 |
|
$ |
(16,608 |
) |
|
$ |
(16,433 |
) |
Charge-Offs |
|
|
|
|
|
|
|
|
Commercial loans |
|
|
4,302 |
|
|
|
2,013 |
|
Commercial real estate loans |
|
|
2,487 |
|
|
|
127 |
|
Commercial construction loans |
|
|
911 |
|
|
|
818 |
|
Land and land development loans |
|
|
5,222 |
|
|
|
9,089 |
|
Agriculture loans |
|
|
689 |
|
|
|
688 |
|
Multifamily loans |
|
|
16 |
|
|
|
|
|
Residential loans |
|
|
1,220 |
|
|
|
721 |
|
Residential construction loans |
|
|
15 |
|
|
|
11 |
|
Consumer Loans |
|
|
286 |
|
|
|
388 |
|
Municipal Loans |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Charge-offs |
|
|
15,149 |
|
|
|
13,855 |
|
Recoveries |
|
|
|
|
|
|
|
|
Commercial Loans |
|
|
(312 |
) |
|
|
(75 |
) |
Commercial real estate loans |
|
|
(80 |
) |
|
|
|
|
Commercial construction loans |
|
|
(10 |
) |
|
|
|
|
Land and land development loans |
|
|
(32 |
) |
|
|
|
|
Agriculture loans |
|
|
|
|
|
|
|
|
Multifamily loans |
|
|
|
|
|
|
|
|
Residential Loans |
|
|
(26 |
) |
|
|
(50 |
) |
Residential construction loans |
|
|
|
|
|
|
|
|
Consumer Loans |
|
|
(101 |
) |
|
|
(143 |
) |
Municipal Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recoveries |
|
|
(561 |
) |
|
|
(268 |
) |
Net charge-offs |
|
|
14,588 |
|
|
|
13,587 |
|
Transfers |
|
|
|
|
|
|
|
|
Provision for losses on loans |
|
|
(11,723 |
) |
|
|
(21,454 |
) |
Sale of loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30 |
|
$ |
(13,743 |
) |
|
$ |
(24,300 |
) |
Ratio of net charge-offs to average net loans (annualized) |
|
|
4.61 |
% |
|
|
3.64 |
% |
Allowance Unfunded Commitments |
|
|
|
|
|
|
|
|
Balance
Beginning January 1 |
|
$ |
(11 |
) |
|
$ |
(14 |
) |
Adjustment |
|
|
(7 |
) |
|
|
(351 |
) |
Transfers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance Unfunded Commitments at June 30 |
|
$ |
(18 |
) |
|
$ |
(365 |
) |
Net chargeoffs totaled $14.6 million in the first six months of 2010, compared to $13.6
million in the first six months of 2009. Chargeoffs were centered in the banks commercial,
commercial real estate and development portfolio, although the balances remaining and overall risk
exposure in the development and construction segment have now decreased significantly. In the
second quarter of 2010, management resolved or liquidated a number of problem loans for which it
had previously reserved. In doing so, it charged off the uncollectible balances, resulting in a
higher chargeoff rate, but lower provision expense than in prior quarters. Because of aggressive
collection and liquidation activity, management believes that the overall risk exposure of the loan
portfolio has now decreased. The loan loss allowance to total loans ratio was 2.16% at June 30,
2010, compared to 2.85% at March 31, 2010 and 3.31% at June 30, 2009, respectively. At the end of
the quarter, the allowance for loan losses totaled 77.4% of nonperforming loans compared to 80.1%
at March 31, 2010 and 88.4% at June 30, 2009.
Given the current distressed and volatile credit environment, management continues to evaluate
and adjust the loan loss allowance carefully and frequently to reflect the most current information
available concerning the Companys markets and loan portfolio. In its evaluation, management
considers current economic and borrower conditions in both the pool of loans subject to specific
impairment, and the pool subject to a more generalized allowance based on historical and other
factors. When a loan is characterized as impaired, the Company performs a specific evaluation of
the loan, focusing on potential future cash flows likely to be generated by the loan, current
collateral values underlying the loan, and other factors such as government guarantees or guarantor
support that may impact repayment. Based on this evaluation, it sets aside a specific reserve for
this loan and/or charges down the loan to its net realizable value (selling price less estimated
closing costs) if it is unlikely that the Company will receive any cash flow beyond the amount
27
obtained from liquidation of the collateral. If the loan continues to be impaired, management
periodically re-evaluates the loan for additional potential impairment, and charges it down or adds
to reserves if appropriate. Since late 2008, banking regulators have increased pressure on banks,
including Intermountain, to charge off loans more rapidly than had previously been encouraged. On
the pool of loans not subject to specific impairment, management evaluates both regional and
loan-specific historical loss trends to develop its base reserve level on a loan-by-loan basis. It
then modifies those reserves by considering the risk grade of the loan, current economic
conditions, the recent trend of defaults, trends in collateral values, underwriting and other loan
management considerations, and unique market-specific factors such as water shortages or other
natural phenomena. Given the continuing high level of problem assets, uncertain economic
conditions, and regulatory pressure, it is reasonably likely that the Companys reserve levels will
remain higher than those it maintained prior to 2008 for a sustained period of time.
Information with respect to non-performing loans, classified loans, troubled debt
restructures, non-performing assets, and loan delinquencies is as follows:
Non-Accrual Trending
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
2010 |
|
2009 |
|
|
(Dollars in thousands) |
Non-accrual loans |
|
$ |
17,765 |
|
|
$ |
18,468 |
|
Non-accrual loans as a percentage of net loans receivable |
|
|
2.85 |
% |
|
|
2.82 |
% |
Total allowance related to non-accrual loans |
|
$ |
1,503 |
|
|
$ |
965 |
|
Interest income recorded on non-accrual loans |
|
$ |
353 |
|
|
$ |
1,126 |
|
Credit Quality Trending
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
Loans past due in excess of 90 days and still accruing |
|
$ |
|
|
|
$ |
586 |
|
Non-accrual loans |
|
|
17,765 |
|
|
|
18,468 |
|
|
|
|
|
|
|
|
Total non-performing loans |
|
|
17,765 |
|
|
|
19,054 |
|
OREO |
|
|
8,754 |
|
|
|
11,538 |
|
|
|
|
|
|
|
|
Total non-performing assets (NPAs) |
|
$ |
26,519 |
|
|
$ |
30,592 |
|
|
|
|
|
|
|
|
Classified loans (1) |
|
$ |
59,775 |
|
|
$ |
77,175 |
|
Troubled debt restructured loans (2) |
|
$ |
2,562 |
|
|
$ |
4,604 |
|
Non-accrual loans as a percentage of net loans receivable |
|
|
2.85 |
% |
|
|
2.82 |
% |
Total non-performing loans as a % of net loans receivable |
|
|
2.85 |
% |
|
|
2.91 |
% |
Total NPAs as a percentage of loans receivable (3) |
|
|
4.26 |
% |
|
|
4.67 |
% |
Allowance for loan losses (ALLL) as a percentage of non-performing loans |
|
|
77.4 |
% |
|
|
87.2 |
% |
Total NPAs as a % of total assets (3) |
|
|
2.49 |
% |
|
|
2.83 |
% |
Total NPAs as a % of tangible capital + ALLL (Texas Ratio) (3) |
|
|
31.09 |
% |
|
|
32.85 |
% |
Loan delinquency ratio (30 days and over) |
|
|
0.50 |
% |
|
|
1.06 |
% |
|
|
|
(1) |
|
Classified loan totals are inclusive of non-performing loans and may
also include troubled debt restructured loans, depending on the
grading of these restructured loans. |
|
(2) |
|
Represents accruing restructured loans performing according to their
modified terms. Restructured loans that are not performing according
to their modified terms are included in non-accrual loans. No other
funds are available for disbursement on restructured loans. |
|
(3) |
|
NPAs include both nonperforming loans and OREO. |
28
The $17.8 million balance in non-accrual loans as of June 30, 2010 consists primarily of a mix
of land development, commercial real estate, commercial and residential loans. Prior periods
reflected higher levels of construction and land development loans, but many of these have now been
resolved or foreclosed. As the economic downturn continues, the Company has experienced some
increase in non-performing commercial, residential and commercial real estate loans, but the growth
has been moderate, particularly in comparison to the construction and development portfolio.
Non-performing loans are carried on the Companys financial statements at the net realizable value
that management anticipates receiving on the loans. The Company has evaluated the borrowers and the
collateral underlying these loans and determined the probability of recovery of the loans
principal balance. Given the volatility in the current market, the Company continues to monitor
these assets closely and reevaluate the expected cash flows and collateral values on a frequent and
periodic basis. This re-evaluation may create the need for additional write-downs or additional
loss reserves on these assets. The balance of non-accrual loans was $18.5 million as of December
31, 2009.
After peaking in mid-2009 at $96.2 million, the Companys internally classified loans have
dropped significantly to $77.2 million at December 31, 2009 and $59.8 million at June 30, 2010 as a
result of aggressive workout and disposition efforts by the Companys special assets team.
Classified loans are loans for which management believes it may experience some problems in
obtaining repayment under the contractual terms of the loan, and are inclusive of the Companys
non-accrual loans. However, categorizing a loan as classified does not necessarily mean that the
Company will experience any or significant loss of expected principal or interest.
At June 30, 2010, and December 31, 2009 classified loans (loans with risk grades 6, 7 or 8) by
loan type are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
Dec 31, 2009 |
|
|
|
Amount |
|
|
% of Total |
|
|
Amount |
|
|
% of Total |
|
|
|
(Dollars in thousands) |
|
Commercial |
|
$ |
11,187 |
|
|
|
18.7 |
% |
|
$ |
11,685 |
|
|
|
15.1 |
% |
Commercial real estate |
|
|
12,107 |
|
|
|
20.3 |
% |
|
|
12,409 |
|
|
|
16.1 |
% |
Commercial construction |
|
|
9,656 |
|
|
|
16.2 |
% |
|
|
15,554 |
|
|
|
20.2 |
% |
Land and land development loans |
|
|
11,715 |
|
|
|
19.6 |
% |
|
|
20,136 |
|
|
|
26.1 |
% |
Agriculture |
|
|
7,496 |
|
|
|
12.5 |
% |
|
|
9,637 |
|
|
|
12.5 |
% |
Multifamily |
|
|
672 |
|
|
|
1.1 |
% |
|
|
695 |
|
|
|
0.9 |
% |
Residential real estate |
|
|
5,465 |
|
|
|
9.1 |
% |
|
|
5,433 |
|
|
|
7.0 |
% |
Residential construction |
|
|
761 |
|
|
|
1.3 |
% |
|
|
1,165 |
|
|
|
1.5 |
% |
Consumer |
|
|
716 |
|
|
|
1.2 |
% |
|
|
461 |
|
|
|
0.6 |
% |
Municipal |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total classified loans |
|
$ |
59,775 |
|
|
|
100.0 |
% |
|
$ |
77,175 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
As illustrated, classified loans in land development and construction segments have decreased
because the Company has moved aggressively to reduce its exposure to these loan types. The other
types of classified loans represent higher opportunities for full repayment and lower risk of loss,
because they generally rely on multiple repayment sources, including other types of collateral that
have not experienced the level of devaluation experienced by residential land and construction
assets.
Non-performing assets comprised 2.49% of total assets at June 30, 2010, and 2.83% and 3.73% at
December 31, 2009 and June 30, 2009, respectively. Non-performing assets to tangible capital plus
the loan loss allowance (the Texas Ratio) equaled 31.09% at June 30, 2010 versus 32.85% at
December 31, 2009 and 37.17% at June 30, 2009. The decrease in non-performing assets and the Texas
Ratio reflects continued resolution or migration of non-performing loans, and reductions in other
real estate owned (OREO) balances due to sales activity.
The 30-day and over loan delinquency rate improved significantly in the first quarter to
0.50%, a rate much lower than experienced in recent prior quarters, including 1.06% at year end
2009 and 2.10% at June 30, 2009. Since 30-day delinquency trends often foreshadow more serious
credit issues, a lower delinquency rate, if sustained, would likely reflect improving asset quality
conditions.
The following tables summarize NPAs by type and geographic region, and provides trending
information over the past year:.
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Oregon, |
|
|
|
|
|
|
|
|
|
|
% of Loan |
|
|
|
North Idaho |
|
|
Magic |
|
|
|
|
|
|
SW Idaho |
|
|
|
|
|
|
|
|
|
|
Type to Total |
|
NPAs by location |
|
Eastern |
|
|
Valley |
|
|
Greater |
|
|
Excluding |
|
|
|
|
|
|
|
|
|
|
Non-Performing |
|
June 30, 2010 |
|
Washington |
|
|
Idaho |
|
|
Boise Area |
|
|
Boise |
|
|
Other |
|
|
Total |
|
|
Assets |
|
|
|
(Dollars in thousands) |
|
Commercial loans |
|
$ |
2,063 |
|
|
$ |
531 |
|
|
$ |
246 |
|
|
$ |
524 |
|
|
$ |
|
|
|
$ |
3,364 |
|
|
|
12.7 |
% |
Commercial real estate loans |
|
|
2,719 |
|
|
|
356 |
|
|
|
1,329 |
|
|
|
315 |
|
|
|
41 |
|
|
|
4,760 |
|
|
|
18.0 |
% |
Commercial construction loans |
|
|
732 |
|
|
|
|
|
|
|
|
|
|
|
1,199 |
|
|
|
|
|
|
|
1,931 |
|
|
|
7.3 |
% |
Land and land development loans |
|
|
5,852 |
|
|
|
160 |
|
|
|
2,374 |
|
|
|
950 |
|
|
|
2,289 |
|
|
|
11,625 |
|
|
|
43.8 |
% |
Agriculture loans |
|
|
|
|
|
|
|
|
|
|
524 |
|
|
|
|
|
|
|
|
|
|
|
524 |
|
|
|
2.0 |
% |
Multifamily loans |
|
|
|
|
|
|
|
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
|
0.4 |
% |
Residential real estate loans |
|
|
2,905 |
|
|
|
252 |
|
|
|
286 |
|
|
|
240 |
|
|
|
299 |
|
|
|
3,982 |
|
|
|
15.0 |
% |
Residential construction loans |
|
|
193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
193 |
|
|
|
0.7 |
% |
Consumer loans |
|
|
12 |
|
|
|
8 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,476 |
|
|
$ |
1,307 |
|
|
$ |
4,879 |
|
|
$ |
3,228 |
|
|
$ |
2,629 |
|
|
$ |
26,519 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of total NPAs |
|
|
54.6 |
% |
|
|
4.9 |
% |
|
|
18.4 |
% |
|
|
12.2 |
% |
|
|
9.9 |
% |
|
|
100.0 |
% |
|
|
|
|
Percent of NPAs to total loans
in each region(1) |
|
|
4.0 |
% |
|
|
2.6 |
% |
|
|
6.4 |
% |
|
|
2.7 |
% |
|
|
9.0 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
(1) |
|
NPAs include both nonperforming loans and OREO. |
Nonperforming Asset Trending By Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
Commercial loans |
|
$ |
3,364 |
|
|
$ |
2,653 |
|
|
$ |
4,470 |
|
Commercial real estate loans |
|
|
4,760 |
|
|
|
5,235 |
|
|
|
1,795 |
|
Commercial construction loans |
|
|
1,931 |
|
|
|
3,133 |
|
|
|
6,374 |
|
Land and land development loans |
|
|
11,625 |
|
|
|
14,055 |
|
|
|
20,592 |
|
Agriculture loans |
|
|
524 |
|
|
|
834 |
|
|
|
930 |
|
Multifamily loans |
|
|
112 |
|
|
|
135 |
|
|
|
2,562 |
|
Residential real estate loans |
|
|
3,982 |
|
|
|
3,195 |
|
|
|
4,126 |
|
Residential construction loans |
|
|
193 |
|
|
|
1,264 |
|
|
|
66 |
|
Consumer loans |
|
|
28 |
|
|
|
88 |
|
|
|
233 |
|
|
|
|
|
|
|
|
|
|
|
Total NPAs by Categories |
|
$ |
26,519 |
|
|
$ |
30,592 |
|
|
$ |
41,148 |
|
|
|
|
|
|
|
|
|
|
|
The volume of non-performing residential land and construction assets continues to be higher
than other loan types, but is decreasing rapidly. Non-performing commercial and residential real
estate loan balances have increased moderately from December 31, 2009, primarily reflecting the
addition of one or two larger relationships in each category. These segments are being monitored
and managed carefully to minimize further deterioration. The geographic breakout of nonperforming
assets reflects the stronger market presence the Company holds in Northern Idaho and Eastern
Washington and aggressive reductions in non-performing assets in the greater Boise market through
property sales and loan writedowns. Generally, the North Idaho, Spokane and Magic Valley economies
and real estate markets have performed better than the Boise area of southwest Idaho. Much of the
Companys remaining portfolio in southwestern Idaho is located in the agri-business-oriented
Tri-County area along the border of Idaho and Oregon. Because of its rural nature, this area has
also been more stable than Boise.
While some indicators of stabilization in both regional economic trends and real estate sales
and valuations appeared in late 2009 and early 2010, significant improvement is not forecast for
the balance of 2010. Based on local forecasts, full recovery is likely to occur slowly and over a
multi-year period. As such, management believes that classified loans, non-performing assets, and
credit losses will likely remain elevated in the last half of 2010, but at lower levels than those
experienced during the first half. Subsequent to 2010, management believes that the credit
portfolio will continue to improve, but problem assets and credit costs may remain at higher levels
in 2011 than those experienced prior to 2008. If this holds true, the Companys allowance for loan
losses would likely remain at higher levels than its historical experience prior to 2008 as well.
Given market volatility and future uncertainties, as with all forward-looking statements,
management cannot assure nor guarantee the accuracy of these future forecasts.
Management continues to focus its efforts on managing and reducing the level of non-performing
assets, classified loans and delinquencies. It uses a variety of analytical tools and an integrated
stress testing program involving both qualitative and quantitative
30
modeling to assess the current and projected state of its credit portfolio. The results of
this program are integrated with the Companys capital and liquidity modeling programs to manage
and mitigate future risk in these areas as well. In early 2010, the Company contracted with an
independent loan review firm to further evaluate and provide independent analysis of our portfolio
and make recommendations for portfolio management improvement. In particular, the review quantified
and stratified the loans in the Banks portfolio based upon layered risk, product type, asset
class, loans-to-one borrower, and geographic location. The purpose of the review was to provide an
independent assessment of the potential imbedded risks and dollar exposure within the Banks loan
portfolio. The scope included 1,000 loans representing over 80% of the total loan portfolio and
included specific asset evaluations and loss forecasts for the majority of the loan portfolio. The
firm employed seasoned financial and commercial lending personnel to complete the individual loan
reviews. Based on its evaluation of both external and internal loan review results, management did
not believe that it needed to materially alter its 12-month forward loss projections and results in
the six months since this review have supported managements perception. It has and continues to
incorporate a number of the recommendations made by the review firm into its ongoing credit
management process.
Other Income. Total other income was $3.0 million, $2.5 million, and $2.7 million for the
three months ended June 30, 2010, March 31, 2010, and June 30, 2009, respectively. Total other
income was $5.5 million and $6.2 million for the six months ended June 30, 2010 and 2009,
respectively.
Fees and service charges earned on deposit, trust and investment accounts continue to be the
Banks primary sources of other income. Fees and service charges in the second quarter increased
by $260,000 from the prior quarter and $161,000 from the previous year, as deposit account and
investment sales activity picked up. Fees and service charges for the six-month period ended June
30, 2010 totaled $3.8 million versus $3.6 million for the same period last year. The Company is
evaluating and implementing new fee structures, training and marketing programs to further enhance
fee income through reduced waivers, increased pricing and additional cross-selling of other
services. The Company also implemented plans to change its overdraft service program to comply with
new federal regulation on overdraft charges effective in July 2010. The Company is currently
contacting customers and offering them the option to opt in to one of our overdraft service plans.
While yet unknown, the initial implementation of the regulation in July 2010 may have a moderately
negative impact on the Companys overdraft income for the year.
Loan related fee income increased by $136,000, or 20.5%, for the three months ended June 30,
2010 compared to one year ago as a result of additional servicing income and higher loan commitment
and other fees. The Company has restructured its mortgage banking function to enhance origination
volume and income, and continues to build its servicing portfolio to improve customer service and
provide a more stable source of fee income in the future.
The Company recognized $167,000 in losses on sales of securities transactions during the
second quarter, compared to gains on securities transactions totaling $53,000 in the first quarter
of 2010 and of $0 in the second quarter of 2009. The credit loss on impaired securities increased
from $19,000 in the first quarter of 2010 to $237,000 in the second quarter of 2010. The Company
did not record a credit loss on impaired securities in the second quarter of last year (see Note 2
of the Consolidated Financial Statements for more information on investment securities).
BOLI income was relatively flat from the prior year as yields were stable and the Company did
not purchase or liquidate BOLI assets. Other non-interest income increased $395,000, reflecting
higher secured credit card contract income over second quarter 2009 and lower loss on sales of
assets in 2010. Income from the secured credit card contract is expected to increase over the next
two quarters based on higher pricing, then level off before terminating with the end of the
contract in 2011. The Company is evaluating various alternatives, including partnering with other
card providers, to replace this income source in future years.
Operating Expenses. Operating expense for the second quarter of 2010 totaled $11.3 million, a
decrease of $286,000 from the sequential quarter and a decrease of $1.4 million over second quarter
2009. Operating expense for the six months ended June 30, 2010 totaled $22.8 million, a decrease
of $603,000, or 2.6% over the same period one year ago. The decreases from the prior quarter
reflect lower compensation, occupancy, advertising and FDIC insurance premium expense, partially
offset by higher collection and OREO expenses. The decrease in operating expenses over the 2009
period reflects lower salaries and employee benefits expense and lower FDIC insurance premium
expense.
Salaries and employee benefits expense for the six months ended June 30, 2010 decreased
$438,000, or 3.9% compared to the same period one year ago. During the first half of this year, the
Company implemented a restructuring plan resulting in an 8% reduction in staff by the end of April.
Severance costs included $290,000 in the first quarter and an additional $99,000 in the second
31
quarter for a total of $389,000. Future expense savings from this restructuring are estimated
to be approximately $600,000 per quarter. Other efforts to control compensation expense continue
in 2010, as the Company continues to centralize and automate functions, limit salary increases and
bonuses for executives and officers, and reduce other compensation plans. At June 30, 2010,
full-time-equivalent employees (FTE) totaled 369, compared with 406 at December 31, 2009 and 407 at
June 30, 2009. The reductions in compensation and other benefits expense were partially offset by
a $127,000, or 90.2% increase in unemployment insurance expense from the first six months of 2009.
Occupancy expenses were $3.6 million for the six months ended June 30, 2010, a 4.2% decrease
compared to June 30, 2009. The decrease from last year reflects reduced rent expense and lower
hardware, software, and equipment purchasing activity, as previous infrastructure investments have
enhanced efficiency and reduced the need for additional purchasing activity. The Company also
consolidated administrative functions during the second quarter, which allowed it to terminate
leases on two formerly leased properties. Continued centralization and outsourcing efforts are
anticipated to bring further improvement to this area in the near future.
The advertising expense decrease of $148,000 for the six month period compared to the same
period one year ago is a result of reductions in general advertising and media expenses, as the
need for broad advertising in the current market has been limited. The $120,000 increase in fees
and service charges for the six month period ended June 30, 2010 compared to the same period one
year ago is primarily comprised of increases in loan collection, repossession and liquidation
expenses. These expenses are expected to decline as the Companys credit quality continues to
improve. Printing, postage and supplies increased $61,000 for the six-month period in comparison
to last years total. The increase reflects timing of the payment of postage and supply expense
during the quarter and a shift of expenses into this category from other areas as a result of
operational changes. Additional outsourcing activities are expected to result in improvements in
this area over the next six months. Legal and accounting fees increased by $18,000 in comparison
to the same six-month period in 2009 as increasing legal expenses related to loan collection and
regulatory compliance were partially offset by a reduction in consulting fees. Legal fees may
continue to remain high, given Company credit resolution efforts and increasing regulatory
requirements, but are likely to be offset by lower consulting fees over the near term.
At $939,000, FDIC expense was down $471,000 or 33.4% from the first half of the prior year.
Higher regular premium costs in 2010 were more than offset by the absence of any special
assessments. In June 2009, the Company accrued $475,000 to pay a special assessment to the FDIC to
help recapitalize the insurance fund. Given the challenged state of the banking industry, future
assessments are likely to remain high, but may be partially offset by improved Company conditions.
OREO operations, related valuation adjustments and gain/loss on sale of OREO increased
$976,000 for the six month period over the same period last year. The Company has been
aggressively migrating problem assets into and out of OREO, resulting in a larger number of OREO
properties outstanding during the period and a higher amount of charge offs and gains/losses
related to the sale of OREO properties than in the first six months of 2009. OREO expenses and
adjustments are likely to remain elevated in 2010, but should continue to decline from the peaks
reached in late 2009 as the Company reduces its OREO balances and liquidation activity subsides.
Other expenses decreased $561,000 or 24.5%, for the six month period over the same period last
year, reflecting decreases in telecommunications, computer services, training and travel costs, and
expense associated with funding the reserve for unfunded loan commitments. Improvements in these
areas are expected to continue, resulting in lower expenses in future periods.
The Companys efficiency ratio was 100.6% for the six months ended June 30, 2010, compared to
89.0% for the six months ended June 30, 2009. However, the quarter by quarter comparison shows
continued improvement in this ratio over the past year. The ratio was 95.9% for the three months
ended June 30, 2010, compared to 105.6% for the sequential quarter and 98.0% for the three months
ended June 30, 2009. The Company has been and continues to execute strategies to reduce
controllable expenses to improve efficiency. However, flat asset growth, net interest margin
compression and substantially higher credit-related expenses and FDIC insurance premiums have
hampered efficiency gains. With economic conditions likely to remain challenging in the near
future, the Company continues to lower its interest expense and is executing additional efficiency
and cost-cutting efforts. Management anticipates that as it completes the action plans developed
under prior initiatives and undertakes its new plans, the efficiency and expense ratios will
improve. Stabilization and improvement in economic conditions in the future should also improve
efficiency, as net interest income rebounds and credit-related costs subside.
32
Income Tax Provision. Intermountain recorded federal and state income tax benefits of $1.9
million, $3.1 million and $7.4 million for the three months ended June 30, 2010, March 31, 2010 and
June 30, 2009, respectively. Federal and state income tax benefits totaled $5.1 million and $7.4
million for the six months ended June 30, 2010 and June 30, 2009, respectively. The effective tax
rates used to calculate the tax benefit were (43.6%), (42.0%) and (40.3%) for the quarters ended
June 30, 2010, March 31, 2010, and June 30, 2009, respectively. The effective tax rates used to
calculate the tax benefit were (42.6%) and (40.1%) for the six months ended June 30, 2010 and June
30, 2009, respectively.
Intermountain uses an estimate of future earnings and tax planning strategies to determine
whether or not the benefit of its net deferred tax asset will be realized. In conducting this
analysis, management has assumed economic conditions will continue to be very challenging in 2010,
followed by gradual improvement in the ensuing years. These assumptions are in line with both
national and regional economic forecasts. As such, its estimates include credit losses that are
significantly elevated in 2010, but less so than those experienced in 2009, followed by improvement
in ensuing years as the economy improves and the Companys loan portfolio turns over. It also
assumes improving net interest margins beginning in 2011, as it is able to convert some its cash
position to higher yielding instruments, and reductions in operating expenses as credit costs abate
and its other cost reduction strategies continue. Based on these estimates and potential
additional tax planning strategies that it could employ to accelerate taxable income, the Company
has determined that it is not required to establish a valuation allowance for the deferred tax
assets. Management believes it is more likely than not that the net deferred tax asset of $20.5
million will be realized both through future reversals of existing taxable temporary differences
and the offset of $11.7 million in net operating loss carry forward included in the net deferred
tax asset with future taxable income. However, to the extent that this analysis is based on
estimates that are reliant on future economic conditions, management cannot assure that valuation
impairment on its tax asset will not be required in future periods. See Part II Other
Information, Section 1A. Risk Factors.
Financial Position
Assets. At June 30, 2010, Intermountains assets were $1.07 billion, down $13.9 million from
$1.08 billion at December 31, 2009. During this period, decreases in loans receivable were
partially offset by increases in investments held to maturity and cash and cash equivalents. Given
the challenging economic climate, the Company continues to manage its balance sheet cautiously,
limiting asset growth and shifting the mix from loans to more conservative and liquid investments.
Investments. Intermountains investment portfolio at June 30, 2010 was $202.0 million, an
increase of $5.0 million from the December 31, 2009 balance of $197.0 million. The increase was
primarily due to additional purchases of new municipal securities in the held-to-maturity
portfolio. The Company also purchased agency-guaranteed mortgage-backed securities during this
period, but these purchases were offset by sales and principal paydowns of both unguaranteed and
agency-guaranteed mortgage backed securities (MBS). During the six months ended June 30, 2010,
the Company sold $12.9 million in investment securities resulting in a $114,000 net pre-tax loss,
and experienced higher prepayments on its MBS related to Fannie Mae and Freddie Mac accelerating
its payments on guaranteed mortgages that had defaulted. As of June 30, 2010, the balance of the
unrealized loss on investment securities, net of federal income taxes, was $2.0 million, compared
to an unrealized loss at December 31, 2009 of $3.4 million. Illiquid markets for some of the
Companys unguaranteed securities produced the unrealized loss for both periods, but was partially
offset by unrecognized gains on many of the agency-guaranteed securities.
In March, 2009, residential mortgage-backed securities included a security comprised of a pool
of mortgages with a remaining unpaid principal balance of $4.2 million. In the six months ended
June 30, 2009, due to the lack of an orderly market for the security and the declining national
economic and housing market, its fair value was determined to be $2.5 million at that time based on
analytical modeling taking into consideration a range of factors normally found in an orderly
market. Of the $1.7 million original OTTI on this security, based on an analysis of projected cash
flows, $244,000 was charged to earnings as a credit loss and $1.5 million was recognized in other
comprehensive income (loss). The Company recorded additional credit loss impairments of $198,000
and $84,000, respectively in the third and fourth quarters of 2009, $19,000 in the first quarter of
2010 and $144,000 in the second quarter of 2010. However, the overall estimated market value on
the security improved during this time, reducing the net non-credit value impairment to $1.1
million. In June 2010, the Company identified an additional residential mortgage-backed security
comprised of a pool of mortgages with a remaining unpaid principal balance of $7.5 million. In
the three months ended June 30, 2010, its fair value was determined to be $7.4 million based on
similar analytical modeling. Of the $1.5 million original OTTI on this security, based on an
analysis of projected cash flows, $92,000 was charged to earnings as a credit loss, leaving a net
non-credit value impairment of $1.4 million at June 30, 2010. At this time, the Company
anticipates holding the two securities until their value is recovered or until maturity, and will
continue to adjust its net income and other comprehensive income (loss) to reflect potential future
credit loss
33
impairments and the securitys market value. The Company calculated the credit loss charges
against earnings each quarter by subtracting the estimated present value of future cash flows on
the securities from their amortized cost at the end of each period.
Loans Receivable. At June 30, 2010 net loans receivable totaled $623.1 million, down $32.5
million or 5.0% from $655.6 million at December 31, 2009. During the six months ended June 30,
2010, total loan originations were $144.0 million compared to $210.2 million for the prior years
comparable period. While this change is a smaller decrease than in recent prior quarters, borrowing
demand in the Companys markets remains muted. As part of its Powered By Community initiative, the
Company continues to market residential and commercial lending programs to help ensure the credit
needs of its communities are met. In particular, it is pursuing attractive small and mid-market
commercial credits, originating commercial real estate loans to strong borrowers at lower real
estate prices, originating mortgage loans to strong borrowers at conservative loan-to-values,
expanding and diversifying its agricultural portfolio, and expanding its already strong
government-guaranteed loan marketing efforts. These efforts have been reasonably successful, but
not sufficient to offset the substantial and intentional reduction in the Companys land
development and construction portfolios.
The following table sets forth the composition of Intermountains loan portfolio at the dates
indicated. Loan balances exclude deferred loan origination costs and fees and allowances for loan
losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Commercial loans |
|
$ |
143,935 |
|
|
|
22.60 |
|
|
$ |
131,562 |
|
|
|
19.57 |
|
Commercial real estate loans |
|
|
178,516 |
|
|
|
28.03 |
|
|
|
172,726 |
|
|
|
25.69 |
|
Commercial construction |
|
|
20,455 |
|
|
|
3.21 |
|
|
|
45,581 |
|
|
|
6.78 |
|
Land and land development loans |
|
|
76,029 |
|
|
|
11.94 |
|
|
|
88,604 |
|
|
|
13.18 |
|
Agriculture loans |
|
|
101,029 |
|
|
|
15.86 |
|
|
|
110,256 |
|
|
|
16.40 |
|
Multifamily loans |
|
|
28,107 |
|
|
|
4.41 |
|
|
|
18,067 |
|
|
|
2.69 |
|
Residential real estate loans |
|
|
62,794 |
|
|
|
9.86 |
|
|
|
65,544 |
|
|
|
9.75 |
|
Residential construction loans |
|
|
4,715 |
|
|
|
0.74 |
|
|
|
16,626 |
|
|
|
2.47 |
|
Consumer loans |
|
|
16,044 |
|
|
|
2.52 |
|
|
|
18,287 |
|
|
|
2.72 |
|
Municipal loans |
|
|
5,269 |
|
|
|
0.83 |
|
|
|
5,061 |
|
|
|
0.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
636,893 |
|
|
|
100.00 |
|
|
|
672,314 |
|
|
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(13,743 |
) |
|
|
|
|
|
|
(16,608 |
) |
|
|
|
|
Deferred loan fees, net of direct origination costs |
|
|
(21 |
) |
|
|
|
|
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
623,129 |
|
|
|
|
|
|
$ |
655,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate |
|
|
6.12 |
% |
|
|
|
|
|
|
6.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of the Companys continued efforts to reduce residential construction and land
development exposure, these loan categories declined an additional $24.5 million during the first
six months of 2010. They now represent 13% of the Companys total loan portfolio, less than half
of the total exposure at its peak in 2007. Commercial and multi-family loans increased as the
Company targeted additional production in these area, particularly of government-guaranteed loans.
Agricultural loans reflected normal seasonal conditions and the removal of a couple problem
credits, and should partially rebound as the growing season matures in the third and fourth
quarters of 2010. Commercial construction loans dropped, reflecting paydowns and the conversion of
some loans into the term commercial real estate portfolio. Most other categories were unchanged or
slightly lower, continuing to reflect slow economic conditions.
The commercial real estate portfolio is well-diversified and consists of a mix of owner and
non-owner occupied properties, with relatively few true non-owner-occupied investment properties.
The Company has lower concentrations in this segment than most of its peers, and has underwritten
these properties cautiously. In particular, it has limited exposure to speculative investment
office buildings and retail strip malls, two of the higher risk segments in this category. While
tough economic conditions are increasing the risk in this portfolio, it continues to perform well
with low delinquency and loss rates.
The commercial and agricultural portfolios are also diversified with a variety of small
business and agricultural loans that have held up well during this economic downturn. Most
agricultural markets continue to perform well, and the Company has very limited exposure to the
severely impacted dairy market. It has experienced challenges with a couple of larger cattle
operations, and has moved
34
aggressively to resolve or liquidate these credits. The Companys small business portfolio is
spread across the markets it serves, which has provided diversification benefits as many of its
markets have performed better economically than the national market.
The residential and consumer portfolios consist primarily of first and second mortgage loans,
unsecured loans to individuals, and auto, boat and RV loans. These portfolios have performed very
well with limited delinquencies and defaults. These loans have generally been underwritten with
relatively conservative loan to values, reasonable debt-to-income ratios and required income
verification.
High unemployment and decreased asset values continue to challenge Intermountains customers
and its loan portfolios. However it appears that economic conditions may be stabilizing in most of
the Companys markets, and management believes that its underwriting standards and aggressive
identification and management of credit problems are having a positive impact on its credit
portfolios. Losses are likely to remain elevated in 2010, but at lower levels than in 2009, with
continued improvement in subsequent years.
Geographic Distribution
As of June 30, 2010, the Banks loan portfolio by loan type and geographical market area was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Oregon, |
|
|
|
|
|
|
|
|
|
|
% of Loan |
|
|
|
North Idaho |
|
|
Magic |
|
|
Greater |
|
|
SW Idaho, |
|
|
|
|
|
|
|
|
|
|
type to |
|
|
|
Eastern |
|
|
Valley |
|
|
Boise |
|
|
excluding |
|
|
|
|
|
|
|
|
|
|
total |
|
Loan Portfolio by Location |
|
Washington |
|
|
Idaho |
|
|
Area |
|
|
Boise |
|
|
Other |
|
|
Total |
|
|
loans |
|
|
|
(Dollars in thousands) |
|
Commercial loans |
|
$ |
102,346 |
|
|
$ |
10,550 |
|
|
$ |
12,639 |
|
|
$ |
16,438 |
|
|
$ |
1,962 |
|
|
$ |
143,935 |
|
|
|
22.6 |
% |
Commercial real estate loans |
|
|
117,781 |
|
|
|
15,238 |
|
|
|
18,851 |
|
|
|
14,962 |
|
|
|
11,684 |
|
|
|
178,516 |
|
|
|
28.0 |
% |
Commercial construction loans |
|
|
9,727 |
|
|
|
1,382 |
|
|
|
8,148 |
|
|
|
1,198 |
|
|
|
|
|
|
|
20,455 |
|
|
|
3.2 |
% |
Land and land development loans |
|
|
54,361 |
|
|
|
6,277 |
|
|
|
10,182 |
|
|
|
3,676 |
|
|
|
1,533 |
|
|
|
76,029 |
|
|
|
11.9 |
% |
Agriculture loans |
|
|
1,506 |
|
|
|
8,660 |
|
|
|
19,161 |
|
|
|
70,050 |
|
|
|
1,652 |
|
|
|
101,029 |
|
|
|
15.9 |
% |
Multifamily loans |
|
|
19,595 |
|
|
|
|
|
|
|
849 |
|
|
|
|
|
|
|
7,663 |
|
|
|
28,107 |
|
|
|
4.4 |
% |
Residential real estate loans |
|
|
39,789 |
|
|
|
6,362 |
|
|
|
4,189 |
|
|
|
8,192 |
|
|
|
4,262 |
|
|
|
62,794 |
|
|
|
9.9 |
% |
Residential construction loans |
|
|
3,457 |
|
|
|
607 |
|
|
|
630 |
|
|
|
21 |
|
|
|
|
|
|
|
4,715 |
|
|
|
0.8 |
% |
Consumer loans |
|
|
8,705 |
|
|
|
1,830 |
|
|
|
1,260 |
|
|
|
3,715 |
|
|
|
534 |
|
|
|
16,044 |
|
|
|
2.5 |
% |
Municipal loans |
|
|
5,112 |
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,269 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
362,379 |
|
|
$ |
51,063 |
|
|
$ |
75,909 |
|
|
$ |
118,252 |
|
|
$ |
29,290 |
|
|
$ |
636,893 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of total loans in
geographic area |
|
|
56.90 |
% |
|
|
8.02 |
% |
|
|
11.92 |
% |
|
|
18.56 |
% |
|
|
4.60 |
% |
|
|
100.00 |
% |
|
|
|
|
Percent of total loans where
real
estate is the primary
collateral |
|
|
67.61 |
% |
|
|
64.65 |
% |
|
|
59.63 |
% |
|
|
40.99 |
% |
|
|
86.40 |
% |
|
|
62.34 |
% |
|
|
|
|
As illustrated, 75% of the Companys loans are in north Idaho, eastern Washington and
southwest Idaho outside the Boise area. Although economic trends and real estate valuations have
worsened in these market areas, delinquency levels and price declines have been less significant
than in the Boise area or other areas of the country. This reflects the differing economies in
these areas, generally more conservative lending and borrowing norms, and more restrained building
and development activity. In particular, large national and regional developers and builders did
not enter and subsequently exit these markets. The southwest Idaho and Magic Valley markets are
largely agricultural areas which have not seen rapid price appreciation or depreciation over the
last few years. Through aggressive loan workout efforts, the Company has reduced its exposure to
the Boise area market significantly over the past year, particularly its residential construction
and land development loans in this area. The Other category noted above largely represents
loans made to local borrowers where the collateral is located outside the Companys communities.
The mix in this category is relatively diverse, with the highest proportions in Oregon, Washington,
California, Nevada and Wyoming, but no single state comprising more than 32% of this total or 1.5%
of the total loan portfolio.
Participation loans where Intermountain purchased part of the loan and was not the lead bank
totaled $26.7 million at June 30, 2010. $7.1 million of the total is a condominium project in Boise
that is currently classified, but is being managed very closely, and for which no loss is expected.
The remaining loans are all within the Companys footprint and management believes they do not
present significant risk at this time.
35
The following table sets forth the composition of Intermountains loan originations for the
periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
%Change |
|
|
2010 |
|
|
2009 |
|
|
%Change |
|
|
|
(Dollars in thousands) |
|
Commercial |
|
$ |
34,365 |
|
|
$ |
39,682 |
|
|
|
(13.4 |
) |
|
$ |
80,037 |
|
|
$ |
86,657 |
|
|
|
(7.6 |
) |
Commercial real estate |
|
|
8,301 |
|
|
|
35,742 |
|
|
|
(76.8 |
) |
|
|
35,726 |
|
|
|
51,065 |
|
|
|
(30.0 |
) |
Residential real estate |
|
|
10,449 |
|
|
|
38,540 |
|
|
|
(72.9 |
) |
|
|
25,033 |
|
|
|
66,827 |
|
|
|
(62.5 |
) |
Consumer |
|
|
1,252 |
|
|
|
2,461 |
|
|
|
(49.1 |
) |
|
|
2,347 |
|
|
|
4,917 |
|
|
|
(52.3 |
) |
Municipal |
|
|
833 |
|
|
|
218 |
|
|
|
282.2 |
|
|
|
834 |
|
|
|
696 |
|
|
|
19.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans originated |
|
$ |
55,200 |
|
|
$ |
116,643 |
|
|
|
(52.7 |
) |
|
$ |
143,977 |
|
|
$ |
210,162 |
|
|
|
(31.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 origination results reflect relatively stable demand in commercial loans, but reductions
in most other areas. Spurred by record low rates, the beginning of the federal governments first
time homebuyer credit program, and strong refinance activity, 2009 residential real estate
originations were particularly strong in comparison to 2010. The Company anticipates commercial,
commercial real estate and residential real estate origination activity to slowly increase as the
economy improves, borrowing demand returns, and customers from distressed banks seek new credit
from Intermountain. Residential construction and land development originations are likely to
remain constricted.
Office Properties and Equipment. Office properties and equipment decreased 3.1% to $41.1
million at June 30, 2010 from year end as a result of depreciation recorded for the six months
ended June 30, 2010. Reflecting efficiencies gained from prior infrastructure investments, the
Company has been able to reduce its recent hardware, software and equipment purchases.
Other Real Estate Owned. Other real estate owned decreased by $2.8 million, or 24.1% to $8.8
million at June 30, 2010 from December 31, 2009. The Company sold 41 properties totaling $5.8
million during the six months ended June 30, 2010 and had 44 properties in the OREO portfolio at
June 30, 2010, down from 49 properties at December 31, 2009. The Company continues to actively
market and liquidate its OREO properties and anticipates further reduction in the total in the
future.
Other Real Estate Owned Activity
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in thousands) |
|
Balance, beginning of period, January 1 |
|
$ |
11,538 |
|
|
$ |
4,541 |
|
Additions to OREO |
|
|
4,928 |
|
|
|
11,270 |
|
Proceeds from sale of OREO |
|
|
(5,817 |
) |
|
|
(1,012 |
) |
Valuation Adjustments in the period(1) |
|
|
(1,895 |
) |
|
|
(1,149 |
) |
|
|
|
|
|
|
|
Balance, end of period, June 30 |
|
$ |
8,754 |
|
|
$ |
13,650 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amount includes chargedowns and gains/losses on sale of OREO |
Intangible Assets. Intangible assets decreased slightly as a result of continuing amortization
of the core deposit intangible. As discussed above in the Critical Accounting Policies section, the
Company concluded there were no triggering events that would have required a goodwill evaluation as
of June 30, 2010. The Company determined that no impairment existed at June 30, 2010.
BOLI and All Other Assets. Bank-owned life insurance (BOLI) and other assets decreased to
$43.6 million at June 30, 2010 from $46.4 million at December 31, 2009. The decrease was primarily
due to decreases in income tax receivable as the Company received tax refunds on net operating loss
carrybacks.
Deposits. Total deposits decreased $12.5 million to $806.8 million at June 30, 2010 from
$819.3 million at December 31, 2009, reflecting seasonal decreases in demand accounts and
intentional runoff in brokered certificates of deposit (CDs), offset by growth in NOW and money
market accounts. Deposit balances from local depositors decreased by 0.5%, as demand deposits
reflected tax payments and the Company repriced its CD portfolio down and allowed non-relationship
CDs to run off. Overall, transaction account deposits comprised 63.5% of total deposits at June 30,
2010, up from 59.3% a year ago, and 61% at year end, 2009. Brokered CDs declined $9.1 million
during the six months ended June 30, 2010, and $16.8 million in the past 12 months.
36
The following table sets forth the composition of Intermountains deposits at the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Non-interest bearing demand accounts |
|
$ |
162,137 |
|
|
|
20.1 |
|
|
$ |
168,244 |
|
|
|
20.5 |
|
NOW and money market 0.0% to 4.65% |
|
|
349,955 |
|
|
|
43.4 |
|
|
|
340,070 |
|
|
|
41.5 |
|
Savings and IRA 0.0% to 5.75% |
|
|
77,549 |
|
|
|
9.6 |
|
|
|
77,623 |
|
|
|
9.5 |
|
Certificate of deposit accounts (CDs) |
|
|
84,672 |
|
|
|
10.5 |
|
|
|
86,381 |
|
|
|
10.6 |
|
Jumbo CDs |
|
|
79,720 |
|
|
|
9.9 |
|
|
|
82,249 |
|
|
|
10.0 |
|
Brokered CDs |
|
|
45,348 |
|
|
|
5.6 |
|
|
|
54,428 |
|
|
|
6.6 |
|
CDARS CDs to local customers |
|
|
7,399 |
|
|
|
0.9 |
|
|
|
10,326 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
806,780 |
|
|
|
100.0 |
|
|
$ |
819,321 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate on certificates of deposit |
|
|
|
|
|
|
2.11 |
% |
|
|
|
|
|
|
2.52 |
% |
Core Deposits as a percentage of total deposits (1) |
|
|
|
|
|
|
83.1 |
% |
|
|
|
|
|
|
81.6 |
% |
Deposits generated from the Companys market area as a %
of total deposits |
|
|
|
|
|
|
94.4 |
% |
|
|
|
|
|
|
93.4 |
% |
|
|
|
(1) |
|
Core deposits consist of non-interest bearing checking, money market checking, savings
accounts, and certificate of deposit accounts of less than $100,000 (excluding public
deposits). |
Given the excess liquidity on the balance sheet and a slow growth environment, the Company has
targeted improving its already low cost of funds and increasing low-cost transaction deposits as
priorities, instead of overall deposit growth. Management believes this strategy has been
effective, as evidenced by overall stability in local deposits, increasing transaction deposit
totals and reduced cost of funds. Upcoming renewals of CDs in the third quarter will
provide additional opportunity for the Company to reprice these deposits at lower current market
rates.
The Companys strong local, core funding base, high percentage of checking, money market and
savings balances and careful management of its brokered CD funding provide lower-cost, more
reliable funding to the Company than most of its peers and add to the liquidity strength of the
Bank. Growing the local funding base at a reasonable cost remains a critical priority for the
Companys management and production staff. The Company uses a combination of proactive branch staff
efforts and a dedicated team of deposit sales specialists to target and grow low-cost deposit
balances. It emphasizes personalized service, local community involvement and targeted campaigns
to generate deposits, rather than media campaigns or advertised rate specials. The introduction of
new sales platform technology, web-banking enhancements, and social networking capabilities in 2010
should spur additional low cost deposit growth.
Deposits by location are as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
% of total |
|
|
December 31, |
|
|
% of total |
|
|
June 30, |
|
|
% of total |
|
Deposits by Location |
|
2010 |
|
|
deposits |
|
|
2009 |
|
|
deposits |
|
|
2009 |
|
|
deposits |
|
North Idaho Eastern Washington |
|
$ |
389,935 |
|
|
|
48.4 |
% |
|
$ |
402,620 |
|
|
|
49.1 |
% |
|
$ |
385,521 |
|
|
|
46.6 |
% |
Magic Valley Idaho |
|
|
71,047 |
|
|
|
8.8 |
% |
|
|
69,430 |
|
|
|
8.5 |
% |
|
|
69,325 |
|
|
|
8.4 |
% |
Greater Boise Area |
|
|
76,879 |
|
|
|
9.5 |
% |
|
|
77,291 |
|
|
|
9.4 |
% |
|
|
70,914 |
|
|
|
8.6 |
% |
Southwest Idaho Oregon, excluding Boise |
|
|
166,452 |
|
|
|
20.6 |
% |
|
|
158,919 |
|
|
|
19.4 |
% |
|
|
158,640 |
|
|
|
19.2 |
% |
Administration, Secured Savings |
|
|
102,467 |
|
|
|
12.7 |
% |
|
|
111,061 |
|
|
|
13.6 |
% |
|
|
143,146 |
|
|
|
17.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
806,780 |
|
|
|
100.0 |
% |
|
$ |
819,321 |
|
|
|
100.0 |
% |
|
$ |
827,546 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company attempts to, and has been successful in balancing loan and deposit growth in each
of the market areas it serves. While northern Idaho and eastern Washington deposits currently
exceed those in the Companys southern Idaho and eastern Oregon markets, deposits in these markets
have been growing rapidly over the past few years. The Companys deposit market share has grown
significantly over the past ten years, and it now ranks second in overall market share in its core
markets. Intermountain is the deposit market share leader in five of the eleven counties in which
it operates.
Borrowings. Deposit accounts are Intermountains primary source of funds. Intermountain also
relies upon advances from the Federal Home Loan Bank of Seattle, repurchase agreements and other
borrowings to supplement its funding, reduce its overall cost of funds, and to meet deposit
withdrawal requirements. These borrowings totaled $164.1 million and $160.8 million at June 30,
2010 and
37
December 31, 2009, respectively. The second quarter balance consisted of $49.0 million in
advances from the FHLB, $98.5 million in repurchase agreements, mostly to local municipal customers
as part of strong customer relationships, and $16.5 million in trust preferred securities. The
second quarter increase resulted from normal seasonal increases in repurchase agreements, as these
customers deposited tax receipts for reserves.
Interest Rate Risk
The results of operations for financial institutions may be materially and adversely affected
by changes in prevailing economic conditions, including rapid changes in interest rates, declines
in real estate market values and the monetary and fiscal policies of the federal government. Like
all financial institutions, Intermountains net interest income and its NPV (the net present value
of financial assets, liabilities and off-balance sheet contracts), are subject to fluctuations in
interest rates. Intermountain utilizes various tools to assess and manage interest rate risk,
including an internal income simulation model that seeks to estimate the impact of various rate
changes on the net interest income and net income of the bank. This model is validated by comparing
results against various third-party estimations. Currently, the model and third-party estimates
indicate that Intermountain is slightly asset-sensitive. An asset-sensitive bank generally sees
improved net interest income and net income in a rising rate environment, as its assets reprice
more rapidly and/or to a greater degree than its liabilities. The opposite is true in a falling
interest rate environment. When market rates fall, an asset-sensitive bank tends to see declining
income. Net interest income results for the past several years reflect this, as short-term market
rates fell over the past 2 1/2 years, resulting in lower net interest income and net income levels,
particularly in relation to the level of interest-earning assets.
To minimize the long-term impact of fluctuating interest rates on net interest income,
Intermountain promotes a loan pricing policy of utilizing variable interest rate structures that
associates loan rates to Intermountains internal cost of funds and to the nationally recognized
prime or London Interbank Offered (LIBOR) lending rates. While this strategy has had adverse
impacts in the current unusual rate environment, the approach historically has contributed to a
relatively consistent interest rate spread over the long-term and reduces pressure from borrowers
to renegotiate loan terms during periods of falling interest rates. Intermountain currently
maintains over fifty percent of its loan portfolio in variable interest rate assets.
Additionally, the extent to which borrowers prepay loans is affected by prevailing interest
rates. When interest rates increase, borrowers are less likely to prepay loans. When interest rates
decrease, borrowers are generally more likely to prepay loans. In the current credit markets,
prepayment speeds have accelerated as borrowers refinance into lower rates, pay down debt to
improve their financial position, or liquidate assets as part of problem loan work-out strategies.
Prepayments may affect the levels of loans retained in an institutions portfolio, as well as its
net interest income. This has been the case over the past year, as Intermountain experienced rapid
declines in loan volumes and resulting decreases in its net interest income. Prepayments are likely
to slow in future periods as the economy improves and rates begin rising. Intermountain maintains
an asset and liability management program intended to manage net interest income through interest
rate cycles and to protect its income by controlling its exposure to changing interest rates.
On the liability side, Intermountain seeks to manage its interest rate risk exposure by
maintaining a relatively high percentage of non-interest bearing demand deposits, interest-bearing
demand deposits, savings and money market accounts. These instruments tend to lag changes in market
rates and may afford the Bank more protection in increasing interest rate environments, but can
also be changed relatively quickly in a declining rate environment. The Bank utilizes various
deposit pricing strategies and other borrowing sources to manage its rate risk.
As discussed above, Intermountain uses a simulation model designed to measure the sensitivity
of net interest income and net income to changes in interest rates. This simulation model is
designed to enable Intermountain to generate a forecast of net interest income and net income given
various interest rate forecasts and alternative strategies. The model is also designed to measure
the anticipated impact that prepayment risk, basis risk, customer maturity preferences, volumes of
new business and changes in the relationship between long-term and short-term interest rates have
on the performance of Intermountain. The results of modeling indicate that the estimated impact of
changing rates on net interest income in a 100 and 300 basis point upward adjustment and a 100
basis point downward adjustment in market interest rates are within the guidelines established by
management. While the impacts on net income of upward 100 and downward 100 basis point market rate
adjustments are also within the established guidelines, the net income increase in a 300 basis
point upward adjustment is above the guidelines. Because the results indicate improvements in net
interest income and net income in these scenarios, and management believes there is a greater
likelihood of flat or higher market rates in the future than lower rates, it perceives its current
level of interest rate risk as moderate. The scenario analysis for net income has been impacted by
the unusual current year operating results of the Company, which increases the impact of upward
adjustments.
38
Intermountain is continuing to pursue strategies to manage the level of its interest rate risk
while increasing its long-term net interest income and net income: 1) through the origination and
retention of a diversified mix of variable and fixed-rate consumer, business banking, commercial
real estate loans, and residential loans which generally have higher yields than alternative
investments; and 2) by increasing the level of its core deposits, which are generally a lower-cost,
less rate-sensitive funding source than wholesale borrowings. There can be no assurance that
Intermountain will be successful implementing any of these strategies or that, if these strategies
are implemented, they will have the intended effect of reducing interest rate risk or increasing
net interest income.
Liquidity and Sources of Funds
As a financial institution, Intermountains primary sources of funds from assets include the
collection of loan principal and interest payments, cash flows from various investment securities,
and sales of loans, investments or other assets. Liability financing sources consist primarily of
customer deposits, repurchase obligations with local customers, advances from FHLB Seattle and
correspondent bank borrowings.
Deposits decreased to $806.8 million at June 30, 2010 from $819.3 million at December 31,
2009, primarily due to decreases in demand accounts and brokered CDs offset by increases in NOW
and money market accounts. Decreases in loan balances and a slight increase in repurchase
agreements offset the planned decrease in brokered deposits, resulting in an increase of $23.4
million in the Companys cash position at June 30, 2010 from year end, 2009.
During the six months ended June 30, 2010, cash provided by investing activities consisted
primarily of the decrease in loans receivable, principal payments of available-for-sale investment
securities offset by the purchase of additional available-for-sale investment securities. During
the same period, cash provided by financing activities consisted primarily of increases in demand,
money market, savings accounts and repurchase agreements offset by decreases in certificates of
deposits.
Securities sold subject to repurchase agreement totaled $98.5 million at June 30, 2010. These
borrowings are required to be collateralized by investments with a market value exceeding the face
value of the borrowings. Under certain circumstances, Intermountain could be required to pledge
additional securities or reduce the borrowings.
Intermountains credit line with FHLB Seattle provides for borrowings up to a percentage of
its total assets subject to general collateralization requirements. At June 30, 2010, the Companys
FHLB Seattle credit line represented a total borrowing capacity of approximately $114.3 million, of
which $51.6 million was being utilized. Additional collateralized funding availability at the
Federal Reserve totaled $33.1 million. Both of these collateral secured lines could be expanded
more with the placement of additional collateral. Overnight-unsecured borrowing lines have been
established at US Bank and Pacific Coast Bankers Bank (PCBB). At June 30, 2010, the Company had
approximately $35.0 million of overnight funding available from its unsecured correspondent banking
sources. In addition, up to $1.0 million in funding is available on a semiannual basis from the
State of Idaho in the form of negotiated certificates of deposit.
Intermountain maintains an active liquidity monitoring and management plan, and has worked
aggressively over the past year to expand its sources of alternative liquidity. Given continuing
volatile economic conditions, the Company has taken additional protective measures to enhance
liquidity, including intensive customer education and communication efforts, movement of funds into
highly liquid assets and increased emphasis on deposit-gathering efforts. Because of its relatively
low reliance on non-core funding sources and the additional efforts undertaken to improve liquidity
discussed above, management believes that the Companys current liquidity risk is moderate and
manageable.
Management continues to monitor its liquidity position carefully, and has established
contingency plans for potential liquidity shortfalls. Longer term, the Company intends to fund
asset growth primarily with core deposit growth, and it has initiated a number of organizational
changes and programs to spur this growth.
Liquidity for the parent Company depends substantially on dividends from the Bank. As
discussed more fully in Risk Factors, the Bank is currently prohibited from paying dividends to
the parent Company without prior regulatory approval. The other primary sources of liquidity for
the Parent Company are capital or borrowings. With the suspension of payments on our trust
preferred securities and preferred stock, management projects the Parent Companys cash needs to be
approximately $500,000 on an annualized
39
basis, and that current resources will be sufficient to meet the parent Companys projected
liabilities at least through November 2010. Management would expect to satisfy any liquidity needs
through borrowings or offerings of equity securities.
Capital Resources
Intermountains total stockholders equity was $83.6 million at June 30, 2010, compared with
$88.6 million at December 31, 2009. The decrease in total stockholders equity was primarily due to
the net loss for the six months ended June 30, 2010, and preferred stock dividends, partially
offset by a small decrease in the unrealized loss on the investment portfolio. Stockholders equity
was 7.8% of total assets at June 30, 2010 and 8.2% at December 31, 2009. Tangible stockholders
equity as a percentage of tangible assets was 6.8% for June 30, 2010 and 7.2% for December 31,
2009. Tangible common equity as a percentage of tangible assets was 4.4% for June 30, 2010 and 4.8%
for December 31, 2009.
At June 30, 2010, Intermountain had unrealized losses of $2.0 million, net of related income
taxes, on investments classified as available-for-sale and $507,000 in unrealized losses on cash
flow hedges, net of related income taxes, as compared to unrealized losses of $4.2 million, net of
related income taxes, on investments classified as available-for-sale and $678,000 unrealized
losses on cash flow hedges at December 31, 2009. Improvements in market valuations for some of the
Companys private mortgage backed securities created most of the improvement since year end,
although illiquid markets for some of these securities continue to produce the overall unrealized
loss. Fluctuations in prevailing interest rates and turmoil in global debt markets continue to
cause volatility in this component of accumulated comprehensive loss in stockholders equity and
may continue to do so in future periods.
On December 19, 2008, the Company entered into a definitive agreement with the U.S. Treasury.
Pursuant to this Agreement, the Company sold 27,000 shares of Preferred Stock, no par value, having
a liquidation amount equal to $1,000 per share, including a warrant (The Warrant) to purchase
653,226 shares of the Companys common stock, no par value, to the U.S. Treasury.
The preferred stock qualifies as Tier 1 capital and provides for cumulative dividends at a
rate of 5% per year, for the first five years, and 9% per year thereafter. The preferred stock may
be redeemed with the approval of the U.S Treasury in the first three years with the proceeds from
the issuance of certain qualifying Tier 1 capital or after three years at par value plus accrued
and unpaid dividends. The original terms governing the Preferred Stock prohibited the Company from
redeeming the shares during the first three years other than from proceeds received from a
qualifying equity offering. However, subsequent legislation was passed that would now permit the
Company to redeem the shares of preferred stock upon the approval of Treasury and the Companys
primary federal regulator.
The Warrant has a 10-year term with 50% vesting immediately upon issuance and the remaining
50% vesting on January 1, 2010. The Warrant has an exercise price, subject to anti-dilution
adjustments, equal to $6.20 per share of common stock.
Intermountain issued and has outstanding $16.5 million of Trust Preferred Securities. The
indenture governing the Trust Preferred Securities limits the ability of Intermountain under
certain circumstances to pay dividends or to make other capital distributions. The Trust Preferred
Securities are treated as debt of Intermountain. These Trust Preferred Securities can be called for
redemption beginning in March 2008 by the Company at 100% of the aggregate principal plus accrued
and unpaid interest. See Note 5 of Notes to Consolidated Financial Statements.
Intermountain and the Bank are required by applicable regulations to maintain certain minimum
capital levels and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier I
capital to average assets. Intermountain and the Bank plan to maintain their capital resources and
regulatory capital ratios through the retention of earnings and the management of the level and mix
of assets, and management is also exploring other opportunities to enhance capital levels. At June
30, 2010, Intermountain exceeded the published regulatory capital requirements to be considered
well-capitalized pursuant to Federal Financial Institutions Examination Council FFIEC
regulations. However, the Bank executed an informal Memorandum of Understanding with its primary
regulators in the first quarter of 2010 which among other conditions, requires the Bank to increase
its capital by $30 million by June 16, 2010 and maintain a 10% Tier 1 capital to average assets
ratio. Company management notified its regulators that, despite its best efforts to raise capital
in a very challenging capital market, it could not meet the June 16 date, but is continuing to
pursue alternatives to meet these capital requirements, although there can be no assurance that it
will be successful in doing so.
The following tables set forth the amounts and ratios regarding actual and minimum published
core Tier 1 risk-based and total risk-based capital requirements, together with the published
amounts and ratios required in order to meet the definition of a well-capitalized institution as reported on the quarterly Federal Financial Institutions
Examination Council FFIEC call report at June 30, 2010.
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well-Capitalized |
|
|
Actual |
|
Capital Requirements |
|
Requirements |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
Total capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
$ |
87,743 |
|
|
|
11.69 |
% |
|
$ |
60,029 |
|
|
|
8 |
% |
|
$ |
75,036 |
|
|
|
10 |
% |
Panhandle State Bank |
|
|
90,599 |
|
|
|
12.07 |
% |
|
|
60,030 |
|
|
|
8 |
% |
|
|
75,038 |
|
|
|
10 |
% |
Tier I capital (to risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
|
78,310 |
|
|
|
10.44 |
% |
|
|
30,014 |
|
|
|
4 |
% |
|
|
45,021 |
|
|
|
6 |
% |
Panhandle State Bank |
|
|
81,166 |
|
|
|
10.82 |
% |
|
|
30,015 |
|
|
|
4 |
% |
|
|
45,023 |
|
|
|
6 |
% |
Tier I capital (to average assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
|
78,310 |
|
|
|
7.54 |
% |
|
|
41,523 |
|
|
|
4 |
% |
|
|
51,904 |
|
|
|
5 |
% |
Panhandle State Bank |
|
|
81,166 |
|
|
|
7.84 |
% |
|
|
41,421 |
|
|
|
4 |
% |
|
|
51,776 |
|
|
|
5 |
% |
Reflecting the Companys ongoing strategy to prudently manage through the current economic
cycle, the decision to maximize equity and liquidity at the Bank level has correspondingly reduced
cash available at the Company. Consequently, to conserve liquid assets, in December 2009 the
Company began deferring regularly scheduled interest payments on its outstanding Junior
Subordinated Debentures related to its Trust Preferred Securities (TRUPS Debentures), and regular
quarterly cash dividend payments on its preferred stock held by the U.S. Treasury. The Company is
permitted to defer payments of interest on the TRUPS Debentures for up to 20 consecutive quarterly
periods without default. During the deferral period, the Company may not pay any dividends or
distributions on, or redeem, purchase or acquire, or make a liquidation payment with respect to the
Companys capital stock, or make any payment of principal or interest on, or repay, repurchase or
redeem any debt securities of the Company that rank equally or junior to the TRUPS Debentures.
Under the terms of the preferred stock, if the Company does not pay dividends for six quarterly
dividend periods (whether or not consecutive), Treasury would be entitled to appoint two members to
the Companys board of directors. Deferred payments compound for both the TRUPS Debentures and
preferred stock. Although these expenses will be accrued on the consolidated income statements for
the Company, deferring these interest and dividend payments will preserve approximately $477,000
per quarter in cash for the Company.
Notwithstanding the deferral of interest and dividend payments, the Company fully intends to meet
all of its obligations to the Treasury and holders of the TRUPS Debentures as quickly as it is
prudent to do so.
Off Balance Sheet Arrangements and Contractual Obligations
The Company, in the conduct of ordinary business operations routinely enters into contracts
for services. These contracts may require payment for services to be provided in the future and may
also contain penalty clauses for the early termination of the contracts. The Company is also party
to financial instruments with off-balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments include commitments to extend credit
and standby letters of credit. Management does not believe that these off-balance sheet
arrangements have a material current effect on the Companys financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources, but there is no assurance that such arrangements will not have a future
effect.
Tabular Disclosure of Contractual Obligations
The following table represents the Companys on-and-off balance sheet aggregate contractual
obligations to make future payments as of June 30, 2010.
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1 to |
|
|
Over 3 to |
|
|
More than |
|
|
|
Total |
|
|
1 Year |
|
|
3 Years |
|
|
5 Years |
|
|
5 Years |
|
|
|
(in thousands) |
|
Long-term debt(1) |
|
$ |
95,458 |
|
|
$ |
1,283 |
|
|
$ |
62,047 |
|
|
$ |
5,289 |
|
|
$ |
26,839 |
|
Short-term debt |
|
|
83,666 |
|
|
|
83,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations(2) |
|
|
14,286 |
|
|
|
1,000 |
|
|
|
1,844 |
|
|
|
1,573 |
|
|
|
9,869 |
|
Direct financing obligations(3) |
|
|
35,360 |
|
|
|
1,635 |
|
|
|
3,270 |
|
|
|
3,352 |
|
|
|
27,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
228,770 |
|
|
$ |
87,584 |
|
|
$ |
67,161 |
|
|
$ |
10,214 |
|
|
$ |
63,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes interest payments related to long-term debt agreements. |
|
(2) |
|
Excludes recurring accounts payable, accrued expenses and other liabilities, repurchase
agreements and customer deposits, all of which are recorded on the registrants balance sheet.
See Notes 4 and 5 of Notes to Consolidated Financial Statements. |
|
(3) |
|
Sandpoint Center Building lease payments related to direct financing transaction executed in
August 2009. |
New Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (the FASB) issued Accounting Standards
Update (ASU) 2009-16, Accounting for Transfers of Financial Assets. This standard removes the
concept of qualifying special-purpose entities as an accounting criteria that had provided an
exception to consolidation, provided additional guidance on requirements for consolidation, and is
an update to codification topic 860. This guidance became effective on January 1, 2010, and did not
have a material impact on the Companys consolidated financial statements.
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures. This
guidance is related to implementation of fair value measurement disclosures. This update to the
codification topic 820 specifically addresses: 1) transfers between levels 1, 2 and 3 of the fair
value hierarchy; 2) level of disaggregation of derivative contracts for fair value measurement
disclosures; and 3) disclosures about fair value measurement inputs and valuation techniques. This
guidance became effective on March 31, 2010, and did not have a material impact on the Companys
consolidated financial statements.
In February 2010, the FASB issued ASU 2010-09, Amendments to Certain Recognition and Disclosure
Requirements, that standardizes accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued, and
was an update to codification topic 855. As a public reporting company, Intermountain is required
to evaluate subsequent events through the date its financial statements are issued. The adoption of
these rules did not have a material impact on the Companys consolidated financial statements.
In April 2010, the FASB issued ASU 2010-18, Effect of a Loan Modification When the Loan Is Part of
a Pool That Is Accounted for as a Single Asset. This update addresses modifications of loans that
are accounted for within a pool by specifying that a troubled debt restructuring would not result
in the removal of those loans from the pool for impairment analysis purposes. This guidance will be
effective as of September 30, 2010. The Company does not currently have any loans for which this
guidance would be applicable.
In July 2010, the FASB issued ASU 2010-20, Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. This update amends codification topic 310 on
receivables to improve the disclosures that an entity provides about the credit quality of its
financing receivables and the related allowance for credit losses. As a result of these amendments,
an entity is required to disaggregate by portfolio segment or class certain existing disclosures
and provide certain new disclosures about its financing receivables and related allowance for
credit losses. This guidance is being phased in, with the new disclosure requirements for period
end balances effective as of December 31, 2010, and the new disclosure requirements for activity
during the reporting period effective March 31, 2011.
Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations and intentions that are not historical facts,
and other statements identified by words such as expects, anticipates, intends, plans,
believes,, will likely, should, projects, seeks, estimates or words of similar meaning.
These forward-looking statements are based on current beliefs and expectations of management and
are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control. In addition, these forward-looking statements
are subject to
42
assumptions with respect to future business strategies and decisions that are subject to
change. In addition to the factors set forth in the sections titled Risk Factors, Business and
Managements Discussion and Analysis of Financial Condition and Results of Operations, as
applicable, in this report and in our Annual Report on Form 10-K for the year ended December 31,
2009, the following factors, among others, could cause actual results to differ materially from the
anticipated results:
|
|
|
inflation and interest rate levels, and market and monetary fluctuations; |
|
|
|
|
the risks associated with lending and potential adverse changes in credit quality; |
|
|
|
|
changes in market interest rates and spreads, which could adversely affect our net
interest income and profitability; |
|
|
|
|
increased delinquency rates; |
|
|
|
|
trade, monetary and fiscal policies and laws, including interest rate and income tax
policies of the federal government; |
|
|
|
|
applicable laws and regulations and legislative or regulatory changes, including the
ultimate financial and operational burden of the recently enacted financial regulatory
reform legislation and related regulations; |
|
|
|
|
the timely development and acceptance of new products and services of Intermountain; |
|
|
|
|
the willingness of customers to substitute competitors products and services for
Intermountains products and services; |
|
|
|
|
technological and management changes; |
|
|
|
|
our ability to recruit and retain key management and staff; |
|
|
|
|
changes in estimates and assumptions used in financial accounting; |
|
|
|
|
the Companys critical accounting policies and the implementation of such policies; |
|
|
|
|
growth and acquisition strategies; |
|
|
|
|
lower-than-expected revenue or cost savings or other issues in connection with mergers
and acquisitions; |
|
|
|
|
changes in consumer spending, saving and borrowing habits; |
|
|
|
|
the strength of the United States economy in general and the strength of the local
economies in which Intermountain conducts its operations; |
|
|
|
|
declines in real estate values supporting loan collateral; |
|
|
|
|
our ability to attract new deposits and loans and leases; |
|
|
|
|
competitive market pricing factors; |
|
|
|
|
further deterioration in economic conditions that could result in increased loan and
lease losses; |
|
|
|
|
risks associated with concentrations in real estate-related loans; |
|
|
|
|
stability of funding sources and continued availability of borrowings; |
|
|
|
|
Intermountains success in gaining regulatory approvals, when required; |
|
|
|
|
results of regulatory examinations that could restrict growth; |
|
|
|
|
our ability to comply with the requirements of regulatory orders issued to us and/or our
banking subsidiary; |
43
|
|
|
significant decline in the market value of the Company that could result in an impairment
of goodwill; |
|
|
|
|
our ability to raise capital or incur debt on reasonable terms; |
|
|
|
|
regulatory limits on our subsidiary banks ability to pay dividends to the Company; |
|
|
|
|
effectiveness of the Emergency Economic Stabilization Act of 2008 (EESA), the American
Recovery and Reinvestment Act of 2009 (ARRA), and other legislative and regulatory efforts
to help stabilize the U.S. financial markets; |
|
|
|
|
future legislative or administrative changes to the Troubled Asset Relief Program
(TARP) Capital Purchase Program enacted under EESA; and |
|
|
|
|
the impact of EESA and ARRA and related rules and regulations on our business operations
and competitiveness, including the impact of executive compensation restrictions, which may
affect our ability to retain and recruit executives in competition with other firms who do
not operate under those restrictions; and |
|
|
|
|
Intermountains success at managing the risks involved in the foregoing. |
Please take into account that forward-looking statements speak only as of the date of this
report. We do not undertake any obligation to publicly correct or update any forward-looking
statement whether as a result of new information, future events or otherwise.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
|
|
There have not been any material changes to the information set forth under the caption Item 7A.
Quantitative and Qualitative Disclosures about Market Risk included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009. |
Item 4 Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: Intermountains management, with
the participation of Intermountains principal executive officer and principal financial officer,
has evaluated the effectiveness of Intermountains disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
Exchange Act)) as of the end of the period covered by this report. Based on such evaluation,
Intermountains principal executive officer and principal financial officer have concluded that,
as of the end of such period, Intermountains disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information required to be
disclosed by Intermountain in the reports that it files or submits under the Exchange Act.
(b) Changes in Internal Control over Financial Reporting: In the three months ended June
30, 2010, there were no changes in Intermountains internal control over financial reporting that
materially affected, or are reasonably likely to materially affect, Intermountains internal
control over financial reporting.
PART II Other Information
Item 1 Legal Proceedings
Intermountain and Panhandle are parties to various claims, legal actions and complaints in the
ordinary course of business. In Intermountains opinion, all such matters are adequately covered by
insurance, are without merit or are of such kind, or involve such amounts, that unfavorable
disposition would not have a material adverse effect on the consolidated financial position or
results of operations of Intermountain.
Item 1A. RISK FACTORS
Our business exposes us to certain risks. The following is a discussion of what we currently
believe are the most significant risks
and uncertainties that may affect our business, financial condition or results of operations, or
the value of our common stock.
44
We cannot accurately predict the effect of the current economic downturn on our future results of
operations or market price of our stock.
The national economy and the financial services sector in particular, are currently facing
challenges of a scope unprecedented in recent history. We cannot accurately predict the severity or
duration of the current economic downturn, which has adversely impacted the markets we serve. Any
further deterioration in the economies of the nation as a whole or in our markets would have an
adverse effect, which could be material, on our business, financial condition, results of
operations and prospects, and could also cause the market price of our stock to decline. While it
is impossible to predict how long adverse economic conditions may exist, the recent recession and a
slow or fragile recovery could continue to present risks for some time for the industry and our
company.
The current economic downturn in the market areas we serve may continue to adversely impact our
earnings and could increase our credit risk associated with our loan portfolio.
Substantially all of our loans are to businesses and individuals in northern, southwestern and
south central Idaho, eastern Washington and southwestern Oregon, and a further deterioration in
economic conditions in the market areas we serve could result in the following consequences, any of
which could have an adverse impact, which may be material, on our business, financial condition,
and results of operations:
|
|
|
economic conditions may worsen, increasing the likelihood of credit defaults by
borrowers; |
|
|
|
|
loan collateral values, especially as they relate to commercial and residential real
estate, may decline further, thereby increasing the severity of loss in the event of loan
defaults; |
|
|
|
|
nonperforming assets and write-downs of assets underlying troubled credits could
adversely affect our earnings; |
|
|
|
|
demand for banking products and services may decline, including services for low cost and
non-interest-bearing deposits; and |
|
|
|
|
changes and volatility in interest rates may negatively impact the yields on earning
assets and the cost of interest-bearing liabilities. |
Our allowance for loan losses may not be adequate to cover actual loan losses, which could
adversely affect our earnings.
We maintain an allowance for loan losses in an amount that we believe is adequate to provide
for losses inherent in our loan portfolio. While we strive to carefully manage and monitor credit
quality and to identify loans that may be deteriorating, at any time there are loans included in
the portfolio that may result in losses, but that have not yet been identified as potential problem
loans. Through established credit practices, we attempt to identify deteriorating loans and adjust
the loan loss reserve accordingly. However, because future events are uncertain, there may be loans
that deteriorate in an accelerated time frame. As a result, future additions to the allowance may
be necessary. Because the loan portfolio contains a number of loans with relatively large balances,
a deterioration in the credit quality of one or more of these loans may require a significant
increase to the allowance for loan losses. Future additions to the allowance may also be required
based on changes in the financial condition of borrowers, such as have resulted due to the current,
and potentially worsening, economic conditions or as a result of actual events turning out
differently than forecasted in the assumptions we use to determine the allowance for loan losses.
Additionally, federal banking regulators, as an integral part of their supervisory function,
periodically review our allowance for loan losses. These regulatory agencies may require us to
recognize further loan loss provisions or charge-offs based upon their judgments, which may be
different from ours. Any increase in the allowance for loan losses would have a negative effect,
which may be material, on our financial condition and results of operations.
We have entered into an informal agreement with our regulators to take steps to further strengthen
the Bank.
The Bank has entered into an informal agreement with the FDIC and the Idaho Department of
Finance to take steps to further strengthen the Bank within specified timeframes, including, among
other items, increasing capital by at least $30 million by June 16, 2010 and thereafter maintaining
a minimum 10% Tier 1 Capital to Average Assets ratio, not paying dividends from the Bank to the
Company without prior approval, achieving staged reductions in the Banks adversely classified
assets and not engaging in transactions that would materially alter our balance sheet composition.
Although the Company was not able to meet the capital requirement by the June 16, 2010 deadline,
management has taken significant steps to satisfy the conditions of the agreement,
45
including seeking and obtaining stockholder approval to increase the Companys authorized
common stock to facilitate raising capital and devoting substantial time and resources to pursuing
capital opportunities. There can be no assurance that we will be successful in satisfying all of
the conditions of the agreement.
We will pursue additional capital in the future, which could dilute the holders of our outstanding
common stock and may adversely affect the market price of our common stock.
In the current economic environment, we believe it is prudent to consider alternatives for
raising capital when opportunities to raise capital at attractive prices present themselves, in
order to further strengthen our capital and better position ourselves to take advantage of
opportunities that may arise in the future. In addition, as noted above, we have entered into an
informal agreement with our primary regulators to increase capital levels at the Bank. Alternatives
for raising capital may include issuance and sale of common or preferred stock, trust preferred
securities, or borrowings by the Company, with proceeds contributed to the Bank. Our ability to
raise additional capital will depend on, among other things, conditions in the capital markets at
the time, which are outside of our control, and our financial performance. We cannot assure you
that such capital will be available to us on acceptable terms or at all. Any such capital raising
alternatives could dilute the holders of our outstanding common stock and may adversely affect the
market price of our common stock.
We incurred a significant loss over the last fiscal year and losses may continue in the future.
During the six months ended June 30, 2010 we incurred a net loss available to common
stockholders of $7.7 million, or a loss of $0.91 per share primarily due to a $11.7 million expense
for the provision for credit losses. During the 2009 fiscal year, we incurred a net loss available
to common stockholders of $23.6 million, or a loss of $2.82 per common share, primarily due to a
$36.3 million expense for the provision for credit losses and $5.4 million in OREO expenses and
chargedowns. In light of the current economic environment, significant additional provisions for
credit losses may be necessary to supplement the allowance for loan and lease losses in the future.
As a result, we may incur significant credit costs, including legal and related collection
expenses, throughout 2010, which would continue to have an adverse impact on our financial
condition and results of operations and the market price of our common stock. Additional credit
losses or impairment charges could cause us to incur a net loss in the future and could adversely
affect the price of, and market for, our common stock.
Concentration in real estate loans and the deterioration in the real estate markets we serve could
require material increases in our allowance for loan losses and adversely affect our financial
condition and results of operations.
The economic downturn is significantly affecting our market area. At June 30, 2010, 62.3% of
our loans were secured with real estate as the primary collateral. Further deterioration in the
local economies we serve could have a material adverse effect on our business, financial condition
and results of operations due to a weakening of our borrowers ability to repay these loans and a
decline in the value of the collateral securing them. Our ability to recover on these loans by
selling or disposing of the underlying real estate collateral is adversely impacted by declining
real estate values, which increases the likelihood we will suffer losses on defaulted loans secured
by real estate beyond the amounts provided for in the allowance for loan losses. This, in turn,
could require material increases in our allowance for loan losses and adversely affect our
financial condition and results of operations, perhaps materially.
Non-performing assets take significant time to resolve and adversely affect our results of
operations and financial condition.
At June 30, 2010, our non-performing loans (which consist of non-accrual loans and loans that
are 90 days or more past due) were 2.9% of the loan portfolio. At June 30, 2010, our non-performing
assets (which also include OREO) were 2.5% of total assets. These levels of non-performing loans
and assets are at elevated levels compared to historical norms. Non-performing loans and assets
adversely affect us in a variety of ways. Until economic and market conditions improve, we may
expect to continue to incur losses relating to elevated levels of non-performing assets. We do not
record interest income on non-accrual loans, thereby adversely affecting our net interest income
and increasing loan administration costs. When we receive collateral through foreclosures and
similar proceedings, we are required to mark the related loan to the then fair market value of the
collateral, which may ultimately result in a loss. An increase in the level of non-performing
assets also increases our risk profile and may impact the capital levels our regulators believe are
appropriate in light of such risks. We utilize various techniques such as loan sales, workouts and
restructurings to manage our problem assets. Decreases in the value of these problem assets, the
underlying collateral, or in the borrowers performance or financial condition, could adversely
affect our business, results of operations and financial condition, perhaps materially. In
addition, the resolution of non-performing assets requires significant commitments of time from
management and staff, which can be detrimental to the performance of their other responsibilities.
There can be no assurance that we will not experience increases in non-performing loans and assets
in the future.
46
Our ability to receive dividends from our banking subsidiary accounts for most of our revenue and
could affect our liquidity and ability to pay dividends.
We are a separate and distinct legal entity from our banking subsidiary, Panhandle State Bank.
We receive substantially all of our revenue from dividends from our banking subsidiary. These
dividends are the principal source of funds to pay dividends on our common and preferred stock and
principal and interest on our outstanding debt. Various federal and/or state laws and regulations
limit the amount of dividends that the Bank may pay us. For example, Idaho law limits a banks
ability to pay dividends subject to surplus reserve requirements. In addition, as noted above, we
have entered into an informal agreement with our regulators that prohibits the payment of dividends
from the Bank to the Company without prior approval. Also, our right to participate in a
distribution of assets upon a subsidiarys liquidation or reorganization is subject to the prior
claims of the subsidiarys creditors. Limitations on our ability to receive dividends from our
subsidiary could have a material adverse effect on our liquidity and on our ability to pay
dividends on common or preferred stock. Additionally, if our subsidiarys earnings are not
sufficient to make dividend payments to us while maintaining adequate capital levels, we may not be
able to make dividend payments to our common and preferred stockholders or principal and interest
payments on our outstanding debt.
In this regard, we have recently suspended payments on our trust preferred securities and
Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the Preferred Stock). In the event
that we fail to pay dividends on the Preferred Stock for a total of at least six quarterly dividend
periods (whether or not consecutive), the U.S. Treasury will have the right to appoint two
directors to our board of directors until all accrued but unpaid dividends have been paid. If we do
not make payments on our trust preferred securities for over 20 consecutive quarters, we could be
in default under those securities.
A continued tightening of credit markets and liquidity risk could adversely affect our business,
financial condition and results of operations.
A continued tightening of the credit markets or any inability to obtain adequate funds for
continued loan growth at an acceptable cost could negatively affect our asset growth and liquidity
position and, therefore, our earnings capability. In addition to core deposit growth, maturity of
investment securities and loan payments, the Bank also relies on alternative funding sources
including unsecured borrowing lines with correspondent banks, borrowing lines with the Federal Home
Loan Bank and the Federal Reserve Bank, public time certificates of deposits and out of area and
brokered time certificates of deposit. Our ability to access these sources could be impaired by
deterioration in our financial condition as well as factors that are not specific to us, such as a
disruption in the financial markets or negative views and expectations for the financial services
industry or serious dislocation in the general credit markets. In the event such disruption should
occur, our ability to access these sources could be negatively affected, both as to price and
availability, which would limit, and/or potentially raise the cost of, the funds available to the
Company.
The FDIC has increased insurance premiums and imposed special assessments to rebuild and maintain
the federal deposit insurance fund, and any additional future premium increases or special
assessments could have a material adverse effect on our business, financial condition and results
of operations.
The FDIC adopted a final rule revising its risk-based assessment system, effective April 1,
2009. The changes to the assessment system involve adjustments to the risk-based calculation of an
institutions unsecured debt, secured liabilities and brokered deposits. The revisions effectively
result in a range of possible assessments under the risk-based system of 7.0 to 77.5 basis points.
The potential increase in FDIC insurance premiums will add to our cost of operations and could have
a significant impact on the Company.
The FDIC also required insured institutions to prepay estimated quarterly risk-based deposit
insurance assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012, and
increased the regular assessment rate by three basis points effective January 1, 2011, as a means
of replenishing the deposit insurance fund. Intermountains prepayment of $7.0 million was
collected on December 30, 2009, and is being accounted for as a prepaid expense amortized over the
prepayment period.
In 2009 the FDIC also imposed a special deposit insurance assessment of five basis points on
all insured institutions. Based on our June 30, 2009 assets subject to the FDIC assessment, the
assessment was $475,000. The special assessment was in addition to the regular quarterly risk-based
assessment.
The deposit insurance fund may suffer losses in the future due to additional bank failures.
There can be no assurance that there will not be additional significant deposit insurance premium
increases, special assessments or prepayments in order to restore the insurance
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funds reserve ratio. Any significant premium increases or special assessments could have a
material adverse effect on our financial condition and results of operations.
If the goodwill recorded in connection with acquisitions becomes impaired, it could have an
adverse impact on earnings and capital.
Our estimates of the fair value of our goodwill may change as a result of changes in our
business or other factors. As a result of new estimates, we may determine that an impairment charge
for the decline in the value of goodwill is necessary. Estimates of fair value are based on a
complex model using, among other things, cash flows and company comparisons. If our estimates of
future cash flows or other components of our fair value calculations are inaccurate, the fair value
of goodwill reflected in our financial statements could be inaccurate and we could be required to
take impairment charges, which could have a material adverse effect on our results of operations
and financial condition.
We may be required, in the future, to recognize impairment with respect to investment securities,
including the FHLB stock we hold.
Our securities portfolio contains whole loan private mortgage-backed securities and currently
includes securities with unrecognized losses. The recent national downturn in real estate markets
and elevated mortgage delinquency and foreclosure rates have increased credit losses in the
portfolio of loans underlying these securities and resulted in substantial discounts in their
market values. While these trends appear to have stabilized, any further deterioration in the loans
underlying these securities and resulting market discounts could lead to other-than-temporary
impairment in the value of these investments. We evaluate the securities portfolio for any
other-than-temporary impairment each reporting period, as required by generally accepted accounting
principles, and as of June 30, 2010, two securities had been determined to be other than
temporarily impaired, with the impairment totaling $3.2 million. Of this $3.2 million, $0.5 million
was recognized as a credit loss through the Companys income statement for the twelve months ended
December 31, 2009. For the six months ended June 30, 2010 an additional $0.26 million was recorded
as a credit loss through the Companys income statement. The remaining $2.5 million was reported
as part of the Companys other comprehensive income (loss) on the balance sheet. There can be no
assurance that future evaluations of the securities portfolio will not require us to recognize
additional impairment charges with respect to these and other holdings.
In addition, as a condition to membership in the Federal Home Loan Bank of Seattle (FHLB),
we are required to purchase and hold a certain amount of FHLB stock. Our stock purchase requirement
is based, in part, upon the outstanding principal balance of advances from the FHLB. At June 30,
2010, we had stock in the FHLB of Seattle totaling $2.3 million. The FHLB stock held by us is
carried at cost and is subject to recoverability testing under applicable accounting standards. The
FHLB has discontinued the repurchase of its stock and discontinued the distribution of dividends.
As of June 30, 2010, we did not recognize an impairment charge related to our FHLB stock holdings.
There can be no assurance, however, that future negative changes to the financial condition of the
FHLB may not require us to recognize an impairment charge with respect to such holdings.
Recent levels of market volatility were unprecedented and we cannot predict whether they will
return.
The capital and credit markets have been experiencing volatility and disruption for
approximately three years, at times reaching unprecedented levels. In some cases, the markets have
produced downward pressure on stock prices and credit availability for certain companies without
regard to those companies underlying financial strength. If similar levels of market disruption
and volatility return, there can be no assurance that we will not experience an adverse effect,
which may be material, on our ability to access capital and on our business, financial condition
and results of operations.
We operate in a highly regulated environment and we cannot predict the effects of recent and
pending federal legislation.
As discussed further in the section Supervision and Regulation of the Companys Annual
Report on Form 10K at December 31, 2009, we are subject to extensive regulation, supervision and
examination by federal and state banking authorities. In addition, as a publicly traded company, we
are subject to regulation by the Securities and Exchange Commission. Any change in applicable
regulations or federal, state or local legislation, or in policies or interpretations or regulatory
approaches to compliance and enforcement, income tax laws and accounting principles, could have a
substantial impact on us and our operations. Changes in laws and regulations may also increase our
expenses by imposing additional fees or taxes or restrictions on our operations. Additional
48
legislation and regulations that could significantly affect our powers, authority and
operations may be enacted or adopted in the future, which could have a material adverse effect on
our financial condition and results of operations. Failure to appropriately comply with any such
laws, regulations or principles could result in sanctions by regulatory agencies, or damage to our
reputation, all of which could adversely affect our business, financial condition or results of
operations.
In that regard, sweeping financial regulatory reform legislation was enacted in July 2010.
Among other provisions, the new legislation (i) creates a new Bureau of Consumer Financial
Protection with broad powers to regulate consumer financial products such as credit cards and
mortgages, (ii) creates a Financial Stability Oversight Council comprised of the heads of other
regulatory agencies, (iii) will lead to new capital requirements from federal banking agencies,
(iv) places new limits on electronic debit card interchange fees, and (v) will require the
Securities and Exchange Commission and national stock exchanges to adopt significant new corporate
governance and executive compensation reforms. The new legislation and regulations are expected to
increase the overall costs of regulatory compliance.
Further, regulators have significant discretion and authority to prevent or remedy unsafe or
unsound practices or violations of laws or regulations by financial institutions and holding
companies in the performance of their supervisory and enforcement duties. Recently, these powers
have been utilized more frequently due to the serious national, regional and local economic
conditions we are facing. The exercise of regulatory authority may have a negative impact on our
financial condition and results of operations. Additionally, our business is affected significantly
by the fiscal and monetary policies of the U.S. federal government and its agencies, including the
Federal Reserve Board.
We cannot predict the full effects of recent legislation or the various other governmental,
regulatory, monetary and fiscal initiatives which have been and may be enacted on the financial
markets generally, or on the Company and on the Bank specifically. The terms and costs of these
activities, or the failure of these actions to help stabilize the financial markets, asset prices,
market liquidity and a continuation or worsening of current financial market and economic
conditions could materially and adversely affect our business, financial condition, results of
operations, and the trading price of our common stock.
Fluctuating interest rates could adversely affect our profitability.
Our profitability is dependent to a large extent upon our net interest income, which is the
difference between the interest earned on loans, securities and other interest-earning assets and
interest paid on deposits, borrowings, and other interest-bearing liabilities. Because of the
differences in maturities and repricing characteristics of our interest-earning assets and
interest-bearing liabilities, changes in interest rates do not produce equivalent changes in
interest income earned on interest-earning assets and interest paid on interest-bearing
liabilities. Accordingly, fluctuations in interest rates could adversely affect our net interest
margin, and, in turn, our profitability. We manage our interest rate risk within established
guidelines and generally seek an asset and liability structure that insulates net interest income
from large deviations attributable to changes in market rates. However, our interest rate risk
management practices may not be effective in a highly volatile rate environment.
Fluctuations in interest rates on loans could adversely affect our business.
Significant increases in market interest rates on loans, or the perception that an increase
may occur, could adversely affect both our ability to originate new loans and our ability to grow.
Conversely, decreases in interest rates could result in an acceleration of loan prepayments. An
increase in market interest rates could also adversely affect the ability of our floating-rate
borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in
nonperforming assets and charge offs, which could adversely affect our business, financial
condition and results of operations.
We face strong competition from financial services companies and other companies that offer
banking services.
The banking and financial services businesses in our market area are highly competitive and
increased competition may adversely impact the level of our loans and deposits. Ultimately, we may
not be able to compete successfully against current and future competitors. These competitors
include national banks, foreign banks, regional banks and other community banks. We also face
competition from many other types of financial institutions, including savings and loan
associations, finance companies, brokerage firms, insurance companies, credit unions, mortgage
banks and other financial intermediaries. In particular, our competitors include major financial
companies whose greater resources may afford them a marketplace advantage by enabling them to
maintain numerous locations and mount extensive promotional and advertising campaigns. Areas of
competition include interest rates for loans and
49
deposits, efforts to obtain loan and deposit customers, and a range in quality of products and
services provided, including new technology driven products and services. If we are unable to
attract and retain banking customers, we may be unable to continue our loan growth and level of
deposits.
We may not be able to successfully implement our internal growth strategy.
We have pursued and intend to continue to pursue an internal growth strategy, the success of
which will depend primarily on generating an increasing level of loans and deposits at acceptable
risk levels and terms without proportionate increases in non-interest expenses. There can be no
assurance that we will be successful in implementing our internal growth strategy. Furthermore, the
success of our growth strategy will depend on maintaining sufficient regulatory capital levels and
on favorable economic conditions in our market areas.
Certain built-in losses could be limited if we experience an ownership change, as defined in the
Internal Revenue Code.
Certain of our assets, such as loans, may have built-in losses to the extent the basis of such
assets exceeds fair market value. Section 382 of the Internal Revenue Code (IRC) may limit the
benefit of these built-in losses that exist at the time of an ownership change. A Section 382
ownership change occurs if a stockholder or a group of stockholders, who are deemed to own at
least 5% of our common stock, increase their ownership by more than 50 percentage points over their
lowest ownership percentage within a rolling three-year period. If an ownership change occurs,
Section 382 would impose an annual limit on the amount of recognized built-in losses we can use to
reduce our taxable income equal to the product of the total value of our outstanding equity
immediately prior to the ownership change and the federal long-term tax-exempt interest rate in
effect for the month of the ownership change. A number of special rules apply to calculating this
limit. The limitations contained in Section 382 apply for a five-year period beginning on the date
of the ownership change and any recognized built-in losses that are limited by Section 382 may be
carried forward and reduce our future taxable income for up to 20 years, after which they expire.
If an ownership change were to occur due to the issuance and sale of our securities, the annual
limit of Section 382 could defer our ability to use some, or all, of the built-in losses to offset
taxable income.
Unexpected losses or our inability to successfully implement our tax planning strategies in future
reporting periods may require us to establish a valuation allowance against our deferred income
tax assets.
We evaluate our deferred income tax assets for recoverability based on all available evidence.
This process involves significant management judgment about assumptions that are subject to change
from period to period based on changes in tax laws, our ability to successfully implement tax
planning strategies, or variances between our future projected operating performance and our actual
results. We are required to establish a valuation allowance for deferred income tax assets if we
determine, based on available evidence at the time the determination is made, that it is more
likely than not that some portion or all of the deferred income tax assets will not be realized. In
determining the more-likely-than-not criterion, we evaluate all positive and negative available
evidence as of the end of each reporting period. Future adjustments to the deferred income tax
asset valuation allowance, if any, will be determined based upon changes in the expected
realization of the net deferred income tax assets. The realization of the deferred income tax
assets ultimately depends on the existence of sufficient taxable income in either the carry back or
carry forward periods under the tax law. Net operating loss carryforwards, if any, may be limited
should a stock offering or sale of securities cause a change in control as defined in Internal
Revenue Code Section 382. In addition, as discussed above, net unrealized built-in losses, as
defined in IRC Section 382 may be limited. In addition, risk based capital rules require a
regulatory calculation evaluating the Companys deferred income tax asset balance for realization
against estimated pre-tax future income and net operating loss carry backs. Under the rules of this
calculation and due to significant estimates utilized in establishing the valuation allowance and
the potential for changes in facts and circumstances, it is reasonably possible that we will be
required to record adjustments to the valuation allowance in future reporting periods that would
materially reduce our risk based capital ratios. Such a charge could also have a material adverse
effect on our results of operations, financial condition and capital position.
Changes in accounting standards could materially impact our financial statements.
From time to time the Financial Accounting Standards Board and the SEC change the financial
accounting and reporting standards that govern the preparation of our financial statements. These
changes can be very difficult to predict and can materially impact how we record and report our
financial condition and results of operations. In some cases, we could be required to apply a new
or revised standard retroactively, resulting in our restating prior period financial statements.
50
The Preferred Stock diminishes the net income available to our common stockholders and earnings
per common share.
We have issued $27 million of Preferred Stock to the U.S. Treasury pursuant to the Troubled
Asset Relief Program (TARP) Capital Purchase Program. The dividends accrued on the Preferred
Stock reduce the net income available to common stockholders and our earnings per common share. The
Preferred Stock is cumulative, which means that any dividends not declared or paid will accumulate
and will be payable when the payment of dividends is resumed. We have deferred the payment of
quarterly dividends on the Preferred Stock, beginning in December 2009. The dividend rate on the
Preferred Stock will increase from 5% to 9% per annum five years after its original issuance if not
earlier redeemed. If we are unable to redeem the Preferred Stock prior to the date of this
increase, the cost of capital to us will increase substantially. Depending on our financial
condition at the time, this increase in the Preferred Stock annual dividend rate could have a
material adverse effect on our earnings and could also adversely affect our ability to pay
dividends on our common shares. Shares of Preferred Stock will also receive preferential treatment
in the event of the liquidation, dissolution or winding up of the Company.
Finally, the terms of the Preferred Stock allow the U.S. Treasury to impose additional
restrictions, including those on dividends and including unilateral amendments required to comply
with changes in applicable federal law. Under the terms of the Preferred Stock, our ability to
declare or pay dividends on any of our shares is limited. Specifically, we are unable to declare
dividend payments on common, junior preferred or pari passu preferred shares if we are in arrears
on the dividends on the Series A Preferred Stock. As noted above, we have deferred the payment of
dividend payments on the Series A Preferred Stock and we are therefore currently restricted from
paying dividends on our common stock. Further, we are not permitted to increase dividends on our
common stock above the amount of the last quarterly cash dividend per share declared prior to
October 14, 2008 (which was zero) without the U.S. Treasurys approval until the third anniversary
of the investment unless all of the Fixed Rate Cumulative Perpetual Preferred Stock has been
redeemed or transferred.
Holders of the Preferred Stock have certain voting rights that may adversely affect our common
stockholders, and the holders of the Preferred Stock may have interests different from our common
stockholders.
In the event that we fail to pay dividends on the Preferred Stock for a total of at least six
quarterly dividend periods (whether or not consecutive), the U.S. Treasury will have the right to
appoint two directors to our board of directors until all accrued but unpaid dividends have been
paid. In order to conserve the liquid assets of the Company, our board of directors has approved
the deferral of the regular quarterly cash dividend on the Preferred Stock, beginning in December
2009. Otherwise, except as required by law, holders of the Preferred Stock have limited voting
rights. So long as shares of Preferred Stock are outstanding, in addition to any other vote or
consent of stockholders required by law or our Articles of Incorporation, the vote or consent of
holders of at least 66 2/3% of the shares of Preferred Stock outstanding is required for:
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any authorization or issuance of shares ranking senior to the Preferred Stock; |
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any amendments to the rights of the Preferred Stock so as to adversely affect the rights,
preferences, privileges or voting power of the Preferred Stock; or |
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consummation of any merger, share exchange or similar transaction unless the shares of
Preferred Stock remain outstanding, or if we are not the surviving entity in such
transaction, are converted into or exchanged for preference securities of the surviving
entity and the shares of Preferred Stock remaining outstanding or such preference securities
have the rights, preferences, privileges and voting power of the Preferred Stock. |
The holders of the Preferred Stock, including the U.S. Treasury, may have different interests
from the holders of our common stock, and could vote to block the foregoing transactions, even when
considered desirable by, or in the best interests of, the holders of our common stock.
Because of our participation in TARP, we are subject to restrictions on compensation paid to our
executives.
Pursuant to the terms of the TARP Capital Purchase Program, we are subject to regulations on
compensation and corporate governance for the period during which the U.S. Treasury holds our
Series A Preferred Stock. These regulations require us to adopt and follow certain procedures and
to restrict the compensation we can pay to key employees. Key impacts of the regulations on us
include, among other things:
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ensuring that incentive compensation for senior executives does not encourage unnecessary
and excessive risks that threaten the value of Intermountain; |
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a prohibition on cash incentive bonuses to our five most highly-compensated employees,
subject to limited exceptions; |
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a prohibition on equity compensation awards to our five most highly-compensated employees
other than long-term restricted stock that cannot be sold, other than to pay related taxes,
until Treasury no longer holds the Series A Preferred Stock; |
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a prohibition on any severance or change-in-control payments to our senior executive
officers and next five most highly-compensated employees; |
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a required recovery or clawback of any bonus or incentive compensation paid to a senior
executive officer or any of the next twenty most highly compensated employees based on
financial or other performance criteria that are later proven to be materially
inaccurate; and |
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an agreement not to deduct for tax purposes annual compensation in excess of $500,000 for
each senior executive officer. |
The combined effect of these restrictions may make it more difficult to attract and retain key
executives and employees, and the change to the deductibility limit on executive compensation may
increase the overall cost of our compensation programs in future periods.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3 Defaults Upon Senior Securities
Not applicable.
Item 4 [Removed and Reserved]
Item 5 Other Information
Not applicable.
Item 6 Exhibits
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Exhibit No. |
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Exhibit |
31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
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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.
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INTERMOUNTAIN COMMUNITY BANCORP |
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(Registrant) |
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August 13, 2010
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By:
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/s/ Curt Hecker |
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Date
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Curt Hecker |
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President and Chief Executive Officer
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August 13, 2010
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By:
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/s/ Doug Wright |
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Date
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Doug Wright |
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Executive Vice President and Chief Financial
Officer |
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