e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the year ended
December 31,
2009
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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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
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(State or other jurisdiction
of
incorporation or organization)
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(IRS Employer
Identification No.)
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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
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(Title of each class)
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(Name of each exchange on which
registered)
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Securities registered pursuant to Section 12(g) of the
Act:
Common Stock (no par value)
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
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)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
As of June 30, 2009, the aggregate market value of the
common equity held by non-affiliates of the registrant, computed
by reference to the average of the bid and asked prices on such
date as reported on the OTC Bulletin Board, was $23,200,000.
The number of shares outstanding of the registrants Common
Stock, no par value per share, as of March 5, 2010 was
8,383,379.
DOCUMENTS
INCORPORATED BY REFERENCE
Specific portions of the registrants Proxy Statement for
the 2010 Annual Meeting of Shareholders are incorporated by
reference into Part III hereof.
PART I
Forward-Looking
Statements
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report may contain 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
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, the following factors, among
others, could cause actual results to differ materially from the
anticipated results:
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inflation and interest rate levels, and market and monetary
fluctuations;
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the risks associated with lending and potential adverse changes
in credit quality;
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changes in market interest rates and spreads, which could
adversely affect our net interest income and profitability;
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increased delinquency rates;
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trade, monetary and fiscal policies and laws, including interest
rate and income tax policies of the federal government;
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applicable laws and regulations and legislative or regulatory
changes;
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the timely development and acceptance of new products and
services of Intermountain;
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the willingness of customers to substitute competitors
products and services for Intermountains products and
services;
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technological and management changes;
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our ability to recruit and retain key management and staff;
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changes in estimates and assumptions used in financial
accounting;
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the Companys critical accounting policies and the
implementation of such policies;
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growth and acquisition strategies;
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lower-than-expected
revenue or cost savings or other issues in connection with
mergers and acquisitions;
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changes in consumer spending, saving and borrowing habits;
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the strength of the United States economy in general and the
strength of the local economies in which Intermountain conducts
its operations;
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declines in real estate values supporting loan collateral;
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our ability to attract new deposits and loans and leases;
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competitive market pricing factors;
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further deterioration in economic conditions that could result
in increased loan and lease losses;
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risks associated with concentrations in real estate-related
loans;
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stability of funding sources and continued availability of
borrowings;
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Intermountains success in gaining regulatory approvals,
when required;
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changes in legal or regulatory requirements or the results of
regulatory examinations that could restrict growth;
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our ability to comply with the requirements of regulatory orders
issued to us
and/or our
banking subsidiary;
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significant decline in the market value of the Company that
could result in an impairment of goodwill;
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our ability to raise capital or incur debt on reasonable terms;
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regulatory limits on our subsidiary banks ability to pay
dividends to the Company;
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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;
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future legislative or administrative changes to the Troubled
Asset Relief Program (TARP) Capital Purchase Program
enacted under EESA; and
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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
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Intermountains success at managing the risks involved in
the foregoing.
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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.
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 shareholders 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, and the Bank now operates three branches under the
Magic Valley Bank name in south central Idaho. In 2005 and 2006,
the Company opened branches in Spokane Valley and downtown
Spokane, Washington, respectively, and operates these branches
under the name of Intermountain Community Bank of Washington. It
also opened branches in Kellogg under the Panhandle State Bank
name and Fruitland, Idaho under the Intermountain Community Bank
name.
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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.
The Companys equity investments include Panhandle State
Bank, as previously noted, and Intermountain Statutory
Trust I and Intermountain Statutory Trust II,
financing subsidiaries formed in January 2003 and March 2004,
respectively. Each Trust has issued $8.0 million in
preferred securities, the purchasers of which are entitled to
receive cumulative cash dividends from the Trusts. The Company
has issued junior subordinated debentures to the Trusts, and
payments from these debentures are used to make the cash
dividends to the holders of the Trusts preferred
securities.
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 is positioning itself to prosper in the new
economy arising from the prolonged economic downturn. Its
strengths provide the foundation for growth and profitability in
the future. These include the following:
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A strong, loyal and low-cost deposit franchise with proven
growth capabilities: Over 60% of Intermountains deposits
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 with significant opportunity for
improvement in a future rising rate environment: Intermountain
has consistently maintained a higher net interest margin than
its peer group (Source: UBPR data), and has positioned its
balance sheet 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 average 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.
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Management anticipates that banking in the future will be
similar in some ways to the past, and very different in other
ways. Management has defined potential opportunities in terms of
prospects within its 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.
In respect to lending, 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.
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 would allow
the Bank to double its total deposits.
The Company also sees additional opportunities in improving its
efficiency. The last three years have been challenging for the
Company as it 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 to a great extent without
corresponding increases in expenses. When combined with lower
anticipated credit costs, this could lead to relatively rapid
improvement in efficiency for the Company. During 2010, it will
continue to focus on rationalizing its cost structure and has
already made significant additional 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 additional regulatory
restrictions, particularly on overdraft 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 revenues, 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 there may be attractive acquisition
opportunities within its footprint that the Company may be in a
unique position to capitalize on. 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.
Primary
Market Area
The Company conducts its primary banking business through its
bank subsidiary, Panhandle State Bank. The Bank maintains its
main office in Sandpoint, Idaho and has 18 other branches. In
addition to the main office, seven branch offices operate under
the name of Panhandle State Bank. Eight branches are operated
under the name Intermountain Community Bank, a division of
Panhandle State Bank, and three branches operate under the name
Magic Valley Bank, a division of Panhandle State Bank. Sixteen
of the Companys branches are located throughout Idaho in
the cities of Bonners Ferry, Caldwell, Coeur dAlene,
Fruitland, Gooding, Kellogg, Nampa, Payette, Ponderay, Post
Falls, Priest River, Rathdrum, Sandpoint, Twin Falls
(2) and Weiser. One branch is located in
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Spokane Valley, Washington and one branch is located in downtown
Spokane, Washington. In addition, the Company has one branch
located in Ontario, Oregon. The Company focuses its banking and
other services on individuals, professionals, and small to
medium-sized businesses throughout its market area.
Based on asset size and deposits, Intermountain is the largest
independently owned bank holding company headquartered in Idaho.
After two decades of almost uninterrupted economic and
population growth, the Idaho economy slowed significantly in
2009. Population growth in the state was the 5th fastest of any
state over the period from 2000 to 2008, and dropped to the 12th
fastest in 2009. Based on U.S. Census Bureau estimates, the
State is projected to sustain future population growth rates
well in excess of the national average. Idaho experienced rapid
employment growth during the period of 2000 to 2008 (14% versus
U.S. 8%), then sustained net job losses in 2009 (Source:
Idaho Department of Labor). The unemployment rate at the end of
2009 was 9.1% versus a national average of 9.7%. However, job
losses appear to be moderating and longer-term prospects for the
economy are still strong. These prospects are based on a diverse
economic base, including government, agriculture, health care,
technology, light manufacturing, retirement, tourism, and
professional services segments, a low-cost of living and doing
business, favorable state government policies, and a strong
quality of life. The Oregon, Washington and California
governments have all recently enacted unfriendly business
policies, which should increase the attractiveness of doing
business in Idaho. While Idaho faces difficult state budget
issues as well, the conservative legislature and governor have
indicated a strong reluctance to implement any proposals that
would increase taxes or otherwise harm businesses. The Idaho
Department of Labor forecasts unemployment at 8.5% at the end of
2010, then dropping to around 8.0% in 2011.
Real estate valuations throughout the state have shown
considerable variability, based on specific geographical
location and type of property. In general, while Idaho has
experienced higher than average foreclosure rates over the past
year, price declines at 5.6% (Source: FDIC Fourth Quarter, 2009
State Profile) on finished residential property have been lower
than average. The Boise area has been hit harder than the rest
of the State, with price declines on finished properties
averaging 10% to 30% as a result of increasing unemployment and
substantial overbuilding. While the slowing economy has hurt
other areas as well, the amount of available inventory was
generally smaller, resulting in smaller price declines, mostly
in the 5% to 20% percent range. Generally, residential land
prices have dropped more throughout the state, as available
residential supply far exceeded the demand for it. As such,
price declines in land have ranged anywhere from 15% on the low
end to 85% on the high end, depending on location (Source: Auble
Idaho and Eastern Washington Real Estate Report). It is too
early to determine whether stabilization has occurred statewide,
although various areas, including Boise, southwest rural Idaho,
and parts of north Idaho appear to have bottomed out.
The Banks primary service area covers four distinct
geographical regions. The north Idaho and eastern Washington
region encompasses the four northernmost counties in Idaho,
including Boundary County, Bonner County, Shoshone County and
Kootenai County and Spokane County in eastern Washington. Bonner
and Boundary Counties are heavily forested and contain numerous
lakes. As such, the economies of these counties are primarily
based on tourism, real estate development and natural resources,
including logging, mining and agriculture. Bonner County has
also experienced expansion in the areas of light industrial,
commercial, retirement and retail development over the past ten
years, and management believes both counties are likely to
benefit from Canadian spending and investment as the dollar has
weakened against the Canadian currency. Shoshone County
continues to experience expansion in the areas of residential
and tourism development relating to the outdoor recreation
industry in the area and has seen a strong resurgence in mining
activity as mineral prices have rebounded. Kootenai County is
more diverse than the other north Idaho counties, with light
industrial, high-tech, commercial, retail, medical, tourism and
real estate development all contributing to the economic base.
It, along with Spokane County in Washington, should also benefit
from additional Canadian investment.
In general, the north Idaho and eastern Washington economy has
been impacted less by the recession than other areas of the
Pacific Northwest. While unemployment rates have risen to an
average of 10% for the region in December 2009, and real estate
values have declined, the changes are not as dramatic throughout
this region as in many other areas. Diversification,
strengthening mining prices, less aggressive development in
earlier periods, favorable business cost structures, continuing
tourism activity and Canadian investment have helped cushion the
downturns experienced in the real estate development, retail and
service industries. Although unemployment rates are high in some
north Idaho counties, they have historically been high, so the
relative impact is not as significant.
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Data on real estate activity is limited for a good part of this
region, but it generally appears that residential home price
declines have ranged from 5% to 20%, while lot prices are down
20% to 50% based on location. Commercial real estate activity
and pricing appear to be softening, although there is not a
significant overhang of commercial properties in this region.
Intermountain holds 55% of its loans and 49% of its deposits in
this region.
The second region served by the Bank encompasses two counties in
southwestern Idaho (Payette, and Washington) and one county in
southeastern Oregon (Malheur). The economies of these counties
are primarily based on agriculture and related or supporting
businesses. A variety of crops are grown in the area including
beans, onions, corn, apples, peaches, cherries and sugar beets.
Livestock, including cattle, sheep and pigs, are also raised.
Agriculture has been strong over the past several years which
has cushioned the impact of the downturn on these counties.
Unemployment is historically high in this area, and stood at
11.2% in December 2009, but real estate values have held up much
better, given the predominance of agricultural land in the
region. Commercial real estate property is relatively limited
and has not grown significantly. The Company holds 20% of its
loans and 19% of its deposits in this region.
The third region, known as the greater Boise area, is comprised
of two counties, Ada and Canyon. The cities of Boise, Nampa and
Caldwell have been hit hard because of excessive residential and
commercial real estate development, volatility in the
areas high-tech industries, and reductions in other
corporate and state and local government activity. Unemployment
in the area appears to have stabilized at 9.2% in December 2009,
and some forecasters expect improvement in 2010 as the
areas technology industry possibly recovers. Real estate
price declines have been the steepest of any in the
Companys market areas, ranging from 20% to 30% drops in
finished residential home prices to 50% to 75% in bare land and
subdivision developments. Although recent indicators, including
real estate inventory levels and valuations may indicate a
bottoming, the recovery is likely to be slow in these two
counties. 12% of the Companys loans and 9% of its deposits
are in this region.
The fourth region served by the Bank encompasses two counties in
south central Idaho (Twin Falls and Gooding), also known as the
Magic Valley region. The economies of these counties are
primarily based on agriculture and related or supporting
businesses. A variety of crops are grown in the area including
beans, peas, corn, hay, sugar beets and potatoes. Fish farms,
dairies and beef cattle are also contributors to the local
economy. Twin Falls County has experienced significant
commercial growth over the past 10 years, and as a result,
residential and commercial construction has been a much larger
driver of the local economy. The area is also experiencing
growth in light manufacturing and retail development.
Twin Falls strong agricultural base, along with its status
as the commercial, medical, retail, retirement and services hub
for the area, has cushioned it somewhat from the impacts of the
recession, resulting in a December 2009 unemployment rate of
7.8%. Several large commercial projects have also contributed to
the economy over the past several years. With the completion of
these projects, the next several years are likely to be slower
for the area, but still better than many other areas that lack
similar diversity. In addition, the region maintains a
conservative character with little evidence of significant
overbuilding or excess inventory. The Company has little
exposure to the dairy industry, which has been the one
significantly weaker sector in agriculture. Residential
valuation declines have been relatively moderate, in the 5% to
15% range for homes and 20% to 50% range for development land.
The Company has 8% of its loans and 9% of its deposits in the
Magic Valley region.
As demonstrated by the loan and deposit totals in each market,
Intermountain pursues a long-term strategy of balancing loan and
deposit balances in each of its regions. As it enters new
markets, it may lead with either a heavier emphasis on loans or
deposits depending on specific market opportunities. Over the
long-term, however, management believes that both Intermountain
and the local markets are well-served by pursuing a balanced
strategy and the discipline this requires.
Intermountain has also segmented its market area into core and
growth markets to facilitate future planning activities. The
Company defines its core market as including the four counties
of northern Idaho listed above, Canyon, Payette and Washington
Counties in southwestern Idaho, Malheur County in eastern
Oregon, and Gooding and Magic Valley Counties in Southwest
Idaho. Deposits in this market totaled $5.8 billion, of
which Intermountain held $796 million, or 14% (Source: FDIC
Survey of Banking Institutions). The Companys growth
markets consist of Spokane County in Washington, and Ada County
in Idaho (where Boise is located), as well as counties
contiguous to its existing markets in north Idaho and eastern
Washington. Deposits in Ada and Spokane County
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totaled $13.2 billion at June 30, 2009 and
Intermountain held $35 million or 0.3% of deposits in this
market at the time. The Company believes that it has significant
future opportunities in these growth markets, because of an
established brand presence, strong market contacts in other
banking institutions, and the presence of larger distressed
competitors.
Competition
As noted previously, based on total asset size and deposit
balances as of December 31, 2009, the Company continues to
be the largest independent community bank headquartered in
Idaho. The Company competes with a number of international
banking groups,
out-of-state
banking companies, state-wide banking organizations, and several
local community banks, as well as savings banks, savings and
loans, credit unions and other non-bank competitors throughout
its market area. Banks and similar financial institutions
compete based on a number of factors, including price, customer
service, convenience, technology, local market knowledge,
operational efficiency, advertising and promotion, and
reputation. In competing against other institutions, the Company
focuses on delivering highly personalized customer service with
an emphasis on local involvement and empowerment. It recruits,
retains and motivates seasoned, knowledgeable bankers who have
worked in the Companys market areas for extended periods
of time and supports them with current technology. Product
offerings, pricing and location convenience are generally
competitive with other banks in its market areas. The Company
seeks to differentiate itself based on the high skill levels and
local knowledge of its staff, combined with sophisticated
relationship management and profit systems that pinpoint
marketing and service opportunities.
The Company has employed these competitive tools to grow market
share over the past ten years, since it began expanding beyond
its Sandpoint, Idaho base. During this time period, the Company
has grown from eighth overall in market share in its defined
core markets to second, with a consolidated market share of
13.6%. The chart below shows strong growth in virtually all of
the Companys markets, including continued growth in 2009.
Based on the June 2009 FDIC Survey of Banking Institutions, the
Company is the market share leader in deposits in five of the
eleven counties in which it operates. As noted previously, the
Spokane and Boise market areas represent potential future growth
markets for the Company, as total market deposits in these two
counties exceed by a
two-to-one
margin the total market deposits in the Companys core
markets. The Company has a relatively small, but growing
presence in Spokane County with strong local market talent. The
Company does not have any branches in Ada County, which includes
Boise, but has a number of key managers who came from or worked
in the Boise area.
9
As discussed above, the Companys principal market area is
divided into four separate regions based upon population and the
presence of banking offices. In northern Idaho/eastern
Washington, the primary competitors include US Bank, Wells
Fargo, Washington Trust Bank, Sterling Savings Bank, Banner
Bank and Bank of America, all large international or regional
banks, and Idaho Independent Bank and Mountain West Bank, both
community banks.
Primary competitors in the Companys other regions in
southwestern and south central Idaho and eastern Oregon include
international or regional banks, US Bank, Wells Fargo, Key Bank,
Bank of America, Banner Bank and Zions Bank, and community
banks, Bank of the Cascades, Idaho Independent Bank, DL Evans
Bank, First Federal Savings Bank and Farmers National Bank.
The severe economic downturn and additional regulatory changes
are altering Intermountains competitive landscape. Many
non-FDIC insured competitors, including residential mortgage
brokers, commercial finance operations, and commercial real
estate mortgage brokers have exited the market, a trend which is
likely to continue over the next several years. Additional bank
failures and significant consolidation of the banking industry
are forecasted as well. These events will likely present both
opportunities and challenges to Intermountain. Previous sections
have highlighted various opportunities that may arise, such as
improved credit structuring and pricing, additional growth
through attracting strong employees and customers from
disaffected institutions, and potential acquisition
opportunities. Potential challenges include stronger remaining
competitors, additional credit losses created by market
disruption and significant levels of disposition of loan
collateral at depressed prices, and additional regulatory
constraints.
Services
Provided
Lending
Activities
The Bank offers and encourages applications for a variety of
secured and unsecured loans to help meet the needs of its
communities, dependent upon the Banks financial condition
and size, regulatory restrictions, local economic conditions and
consistency with safe and sound operating practices. While
specific credit programs may vary from time to time, based on
Bank policies and market conditions, the Bank makes every effort
to encourage applications for the following credit services
throughout its communities.
Commercial Loans. The Bank offers a wide range
of loans and open-end credit arrangements to businesses of small
and moderate size, from small sole proprietorships to larger
corporate entities, with purposes ranging from working capital
and inventory acquisition to equipment purchases and business
expansion. The Bank also participates in the Small Business
Administration (SBA) and United States Department of
Agriculture (USDA) financing programs. Operating
loans or lines of credit typically carry annual maturities.
Straight maturity notes are also available, in which the
maturities match the anticipated receipt of specifically
identified repayment sources. Term loans for purposes such as
equipment purchases, expansion, term working capital, and other
purposes generally carry terms that match the borrowers
cash flow capacity, typically with maturities of three years or
longer. Risk is controlled by applying sound, consistent
underwriting guidelines, concentrating on relationship loans as
opposed to transaction type loans, and requiring sound
alternative repayment sources, such as collateral or strong
guarantor support. While underwriting guidelines vary, depending
on the type of loan, in general businesses are required to
maintain a minimum 1.25 debt service coverage (DSC).
Loan-to-value
(LTV) guidelines generally range from a low of 40%
on illiquid equipment and inventory to a high of 75% of
liquidation value on easily convertible accounts receivable,
inventory or equipment. Government guaranty programs are also
utilized when appropriate, and are currently being emphasized,
given favorable changes made by the federal government to the
programs and the difficult credit environment.
The Bank also offers loans for agricultural and ranching
purposes. These include expansion loans, short-term working
capital loans, equipment loans, cattle or livestock loans, and
real estate loans on a limited basis. Terms are generally up to
one year for operating loans or lines of credit and up to seven
years for term loans. As with other business loans, sound
underwriting is applied by a staff of lending and credit
personnel seasoned in this line of lending. Underwriting
guidelines for agricultural credit lines depend on the type of
loan and collateral, but generally require a minimum DSC of
1.25, and hard collateral coverage (collateral other than the
crops being grown) of greater than 50% of peak borrowing. Term
equipment loans generally require a minimum 1.25 DSC and maximum
10
75% liquidation LTV. Government guaranteed programs are utilized
whenever appropriate and available. Agricultural real estate
loans are considered for financially sound borrowers with strong
financial and management histories. Many of the Companys
agricultural customers are third or fourth generation family
farmers with strong real estate equity and limited real estate
debt.
Real Estate Loans. For consumers, the Bank
offers first mortgage loans to purchase or refinance homes, home
improvement loans and home equity loans and credit lines.
Conforming first mortgage loans are offered with up to
30-year
maturities, while typical maturities for second mortgages (home
improvement and home equity loans and lines) are as stated below
under Consumer Loans. First mortgage loans are
underwritten with the intention to sell the loans on the
secondary market, so guidelines generally reflect secondary
market standards. Lot acquisition and construction loans are
also offered to consumer customers with typical terms up to
36 months (interest only loans are also available) and up
to 12 months (with six months extension),
respectively, and are underwritten to both secondary market
standards and with a solid take-out mortgage loan approval
required.
Loans for purchase, construction, rehabilitation or repurchase
of commercial and industrial properties are also available
through the Bank. Commercial real estate loans are generally
confined to owner-occupied properties unless there is a strong
customer relationship or sound business project justifying
otherwise. Non-owner occupied commercial real estate loans are
restricted to borrowers with established track records and the
ability to fund potential project cash flow shortfalls from
other income sources or liquid assets. Project due diligence is
conducted by the Bank, to help provide for adequate
contingencies, collateral
and/or
government guaranties. General underwriting requirements for
owner-occupied loans require a minimum DSC of 1.25 and a maximum
LTV of 75%. For non-owner occupied loans, a minimum global DSC
of 1.25 is required, excluding rents on the subject property,
and the LTV maximum is generally less than 75%, depending on the
type of property.
With current housing market conditions, the Bank is not
currently offering residential land acquisition, development or
builder loans, and has significantly reduced its concentrations
of these types of loans.
Consumer Loans. The Bank offers a variety of
consumer loans, including personal loans, motor vehicle loans,
boat loans, recreational vehicle loans, home improvement loans,
home equity loans, open-end credit lines, both secured and
unsecured, and overdraft protection credit lines. The
Banks terms and underwriting on these loans are consistent
with what is offered by competing community banks and credit
unions, which generally require sufficient disposable income,
solid credit histories, and equity in the collateral. Generally,
underwriting guidelines include a maximum debt to income of 40%,
credit scores exceeding 700, and maximum LTVs ranging from 80%
on home equity loans and lines to 50% to 90% on other types of
consumer collateral. Loans for the purchase of new autos
typically range up to 60 months. Loans for the purchase of
smaller RVs, pleasure crafts and used vehicles range up to
60 months. Loans for the purchase of larger RVs and
larger pleasure crafts, mobile homes, and home equity loans
range up to 120 months (180 months if credit factors
and value warrant). Unsecured loans are usually limited to two
years, except for credit lines, which may be open-ended but are
reviewed by the Bank periodically. Relationship lending is
emphasized, which, along with credit control practices,
minimizes risk in this type of lending.
Municipal Financing. Operating and term loans
are available to entities that qualify for the Bank to offer
such financing on a tax-exempt basis. Operating loans are
generally restricted by law to the duration of one fiscal year.
Term loans, which under certain circumstances can extend beyond
one year, typically range up to five years. Municipal financing
is restricted to loans with sound purposes and with established
tax bases or other revenue to adequately support repayment.
Deposit
Services
The Bank offers the full range of retail deposit services
typically available in most banks and savings and loan
associations, including checking accounts, savings accounts,
money market accounts and various types of certificates of
deposit. The transaction accounts and certificates of deposit
are tailored to the Banks primary market area at rates
competitive with those offered in the area. All deposit accounts
are insured by the FDIC to the maximum amount permitted by law.
The Bank also offers a number of business-oriented deposit
accounts, including various types of FDIC-insured checking,
savings, money market and time deposit accounts, and non-FDIC
insured alternatives including reverse repurchase agreements and
sweep accounts. Its deposit product
11
offerings are generally competitive with both large and small
direct competitors and provide strong opportunities for fee
income generation through direct service charges, overdraft fee
income, and fees associated with related services (see
Other Services below).
Investment
Services
The Bank provides non-FDIC insured investment services through
its division, Trust and Investment Services. Products offered to
its customers include annuities, equity and fixed income
securities, mutual funds, insurance products and brokerage
services. The Bank offers these products in a manner consistent
with the principles of prudent and safe banking and in
compliance with applicable laws, rules, regulations and
regulatory guidelines. The Bank earns fees for providing these
services, either on a per-product basis or through a percentage
of the balances invested. The Bank is also authorized to provide
investment management services through the Trust &
Wealth Management Department to clients in all fifty states.
Trust &
Wealth Management Services
The Bank provides trust and wealth management services to its
higher net worth customers to assist them in investment, tax and
estate planning and to serve as their trustee or other
fiduciary. The Bank offers these services in a manner consistent
with the principles of prudent and safe banking and in
compliance with applicable laws, rules, regulations and
regulatory guidelines. The Bank earns fees for managing client
assets and providing trust services. The Company is one of the
few smaller banking institutions in the northwest to offer
in-house trust services, and activity and income from these
services has increased continuously since its beginning in 2006.
The Banks Trust & Wealth Management Department
operates under a Trust Charter through the FDIC and the
Idaho Department of Finance. Due to the reciprocity arrangements
with the states of Oregon and Washington applicable to the
Banks general banking business, the Bank is authorized to
provide fiduciary services and to serve as a fiduciary in
relationships located or sited in any of those three states. The
Bank is also authorized to provide investment management
services through the Trust & Wealth Management
Department to clients in all fifty states.
Other
Services
Other consumer-oriented services include automated teller
machines (ATMs), debit cards, safe deposit boxes,
internet and phone banking services, savings bonds, and
VISA/Mastercard credit cards. The Bank is a member of the Star,
Plus, Exchange, Interlink and Accell ATM networks. New consumer
products and services introduced over the past several years
include identity theft protection, Certificate of Deposit
Account Registry Service (CDARS) certificates of
deposit, and EZ Points, a debit and credit card rewards program.
The Company also offers numerous business services that improve
its customers operations. Its Business Smart Online
product allows companies to manage their financial
operations efficiently from any location, including originating
ACH entries for payroll, outgoing tax and other payments, and
incoming collections. The system also allows transfers of funds
to and from various accounts and operating credit lines.
Intermountains Business Advantage service improves
cash flow and accounts receivable collection activities. Credit
card acceptance, remote deposit capture, night deposit and
concentration account services make it more convenient for
businesses to receive and deposit funds quickly, and the
Companys Check Collect service assists them in
collecting on returned checks. Intermountains positive pay
and credit card monitoring services help reduce fraud, and its
employee benefits program enhances business customers
existing benefits programs by providing valuable banking
services to their employees at a reduced cost. These services
are generally superior to those offered by similar sized and
smaller institutions and competitive with those offered by
larger institutions. They provide additional fee income to
Intermountain, and management is currently evaluating and
adjusting pricing on these services to enhance future revenue.
12
Loan
Portfolio
The loan portfolio is the largest component of earning assets,
and is comprised of net loans receivable and loans held for
sale. In 2009, net loans receivable, which includes loans the
Company generally intends to keep until repayment or maturity,
decreased by 12.9% or $97.0 million. The majority of the
decline was in land and land development loans, down
$47.9 million, residential construction loans, down
$23.4 million, and commercial construction loans, down
$14.5 million. Loans held for sale, primarily residential
real estate loans originated for sale in the secondary market,
increased by 604.6% or $5.6 million.
During the past several years, the Company continued to respond
to the effects of the economic downturn by tightening
underwriting standards and aggressively resolving problem loans
through workouts with borrowers, refinances from other sources,
and/or
collateral liquidation. The Company significantly tightened
standards so that new funding for residential land, subdivision
and development, and construction lending has generally ceased.
Any future lending in this area would require very low
loan-to-value
ratios and significant outside support from the borrowers.
Management also changed underwriting standards on both owner and
non-owner occupied commercial real estate loans to require
additional hard equity, lower LTVs, and higher DSC ratios, and
as part of its underwriting process, subjects commercial real
estate loan requests to stress testing using relatively severe
scenarios. Commercial and consumer standards were also tightened
to reflect tougher economic conditions and generally reduced
borrower strength.
Overall demand for agriculture, commercial and commercial real
estate loans softened, leading to relatively static balances in
these types as well. In a difficult economic climate, the Bank
continues to pursue quality loans using conservative
underwriting and control practices, and is expanding its
emphasis on SBA, USDA and other financing assistance programs.
The Company has also responded to declining economic conditions
by more aggressively monitoring and managing its existing loan
portfolio, and adding expertise and resources to these efforts.
Additional steps the Company has taken include hiring an
in-house appraiser, developing a weekly senior management review
of all credit requests over $250,000, increasing the staffing
and scope of its internal credit review team, hiring a highly
experienced external review team to evaluate the Companys
portfolio, and conducting more rigorous annual evaluations of
its home equity credit line portfolio. Bank lending staff
continues to utilize relationship pricing models and other
techniques to manage interest rate risk and increase customer
profitability.
The Companys average loan yield fell from 7.13% in 2008 to
5.92% in 2009 as the Federal Reserve reduced its target rate to
a range between 0.00% and 0.25% at the end of 2008 and
maintained it there throughout 2009. Other market rates,
including the Wall Street Journal prime lending rate, the London
Interbank Offered Rate (LIBOR) and Federal Home Loan
Bank Advance rates also declined, reducing the Companys
loan yields in 2009. In addition, the reversal of interest on
non-accrual and charged off loans, totaling $1.9 million in
2009, had a substantial impact on loan yields, reducing the
overall loan yield by 0.26%.
In 2008, the Companys net loans receivable declined by
$3.9 million or 0.5%. Commercial real estate, commercial
construction, multifamily and residential real estate loans all
increased, but were offset by significant declines in
residential construction, land and land development, and
commercial loans.
In 2007, the Company increased net loans receivable by 13.9%, or
$91.7 million. Increases in commercial real estate and
construction and development loans comprised most of the growth.
13
The following table contains information related to the
Companys total loans and net loans receivable portfolio
for the five-year period ended December 31, 2009 (dollars
in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Commercial loans
|
|
$
|
131,562
|
|
|
$
|
139,443
|
|
|
$
|
156,109
|
|
|
$
|
167,784
|
|
|
$
|
152,972
|
|
Commercial real estate loans
|
|
|
172,726
|
|
|
|
161,628
|
|
|
|
134,214
|
|
|
|
255,220
|
|
|
|
178,954
|
|
Commercial construction
|
|
|
45,581
|
|
|
|
60,057
|
|
|
|
53,541
|
|
|
|
*
|
|
|
|
*
|
|
Land and land development loans
|
|
|
88,604
|
|
|
|
136,514
|
|
|
|
155,257
|
|
|
|
*
|
|
|
|
*
|
|
Agriculture loans
|
|
|
110,256
|
|
|
|
112,358
|
|
|
|
108,102
|
|
|
|
103,841
|
|
|
|
92,378
|
|
Multifamily loans
|
|
|
18,067
|
|
|
|
18,617
|
|
|
|
3,699
|
|
|
|
500
|
|
|
|
702
|
|
Residential real estate loans
|
|
|
65,544
|
|
|
|
72,301
|
|
|
|
57,910
|
|
|
|
112,569
|
|
|
|
107,553
|
|
Residential construction loans
|
|
|
16,626
|
|
|
|
40,001
|
|
|
|
68,616
|
|
|
|
*
|
|
|
|
*
|
|
Consumer loans
|
|
|
18,287
|
|
|
|
23,245
|
|
|
|
26,286
|
|
|
|
31,800
|
|
|
|
29,109
|
|
Municipal loans
|
|
|
5,061
|
|
|
|
5,109
|
|
|
|
5,222
|
|
|
|
4,082
|
|
|
|
2,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
672,314
|
|
|
|
769,273
|
|
|
|
768,956
|
|
|
|
675,796
|
|
|
|
564,524
|
|
Allowance for loan losses
|
|
|
(16,608
|
)
|
|
|
(16,433
|
)
|
|
|
(11,761
|
)
|
|
|
(9,837
|
)
|
|
|
(8,100
|
)
|
Deferred loan fees, net of direct origination costs
|
|
|
(104
|
)
|
|
|
(225
|
)
|
|
|
(646
|
)
|
|
|
(1,074
|
)
|
|
|
(971
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net
|
|
$
|
655,602
|
|
|
$
|
752,615
|
|
|
$
|
756,549
|
|
|
$
|
664,885
|
|
|
$
|
555,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate
|
|
|
6.15
|
%
|
|
|
6.38
|
%
|
|
|
8.16
|
%
|
|
|
8.65
|
%
|
|
|
7.90
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Loan break outs for Commercial and Residential Construction not
available for 2006 and 2005 |
14
Loan
Portfolio Concentrations
The Bank continuously monitors concentrations of loan categories
in regards to industries, loan types and market areas.
Concentration guidelines are established and then approved by
the Board of Directors at least annually, and are reviewed by
management and the Board monthly. Circumstances affecting
industries and market areas involved in loan concentrations are
reviewed as to their impact as they occur, and appropriate
action is determined regarding the loan portfolio
and/or
lending strategies and practices.
As of December 31, 2009, 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 12/31/09
|
|
Washington
|
|
|
Idaho
|
|
|
Area
|
|
|
Boise
|
|
|
Other
|
|
|
Total
|
|
|
loans
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial loans
|
|
$
|
86,682
|
|
|
$
|
11,057
|
|
|
$
|
14,067
|
|
|
$
|
18,090
|
|
|
$
|
1,666
|
|
|
$
|
131,562
|
|
|
|
19.6
|
%
|
Commercial real estate loans
|
|
|
106,913
|
|
|
|
17,051
|
|
|
|
20,063
|
|
|
|
15,564
|
|
|
|
13,135
|
|
|
|
172,726
|
|
|
|
25.7
|
%
|
Commercial construction loans
|
|
|
35,335
|
|
|
|
187
|
|
|
|
9,105
|
|
|
|
180
|
|
|
|
774
|
|
|
|
45,581
|
|
|
|
6.8
|
%
|
Land and land development loans
|
|
|
61,329
|
|
|
|
7,434
|
|
|
|
11,403
|
|
|
|
7,342
|
|
|
|
1,096
|
|
|
|
88,604
|
|
|
|
13.2
|
%
|
Agriculture loans
|
|
|
2,145
|
|
|
|
8,883
|
|
|
|
19,618
|
|
|
|
74,730
|
|
|
|
4,880
|
|
|
|
110,256
|
|
|
|
16.4
|
%
|
Multifamily loans
|
|
|
9,133
|
|
|
|
135
|
|
|
|
1,078
|
|
|
|
|
|
|
|
7,721
|
|
|
|
18,067
|
|
|
|
2.6
|
%
|
Residential real estate loans
|
|
|
41,614
|
|
|
|
6,904
|
|
|
|
4,136
|
|
|
|
8,399
|
|
|
|
4,491
|
|
|
|
65,544
|
|
|
|
9.7
|
%
|
Residential construction loans
|
|
|
11,698
|
|
|
|
795
|
|
|
|
1,141
|
|
|
|
2,884
|
|
|
|
108
|
|
|
|
16,626
|
|
|
|
2.5
|
%
|
Consumer loans
|
|
|
9,629
|
|
|
|
2,140
|
|
|
|
1,449
|
|
|
|
4,377
|
|
|
|
692
|
|
|
|
18,287
|
|
|
|
2.7
|
%
|
Municipal loans
|
|
|
4,766
|
|
|
|
295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,061
|
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
369,244
|
|
|
$
|
54,881
|
|
|
$
|
82,060
|
|
|
$
|
131,566
|
|
|
$
|
34,563
|
|
|
$
|
672,314
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of total loans in geographic area
|
|
|
54.92
|
%
|
|
|
8.16
|
%
|
|
|
12.21
|
%
|
|
|
19.57
|
%
|
|
|
5.14
|
%
|
|
|
100.00
|
%
|
|
|
|
|
Percent of total loans where real estate is the primary
collateral
|
|
|
72.08
|
%
|
|
|
63.88
|
%
|
|
|
60.09
|
%
|
|
|
40.98
|
%
|
|
|
79.06
|
%
|
|
|
64.22
|
%
|
|
|
|
|
Construction
and Development Loans
Management has focused over the past couple of years on shifting
the mix of the loan portfolio away from residential
construction, acquisition and development loans to a more
balanced mix of commercial, commercial real estate, and
residential real estate. It has done this through a combination
of more conservative underwriting practices on construction and
land development lending, limited marketing, and aggressive
resolution and disposal of loans in these categories. As a
result, combined loan balances in the commercial, land and land
development, and residential construction categories have fallen
by $85.8 million, or 36% in 2009.
Still, the land development and construction loan components
continue to pose higher levels of loan-type
concentration risk, and continue to comprise the majority of the
Companys problem loans and other real estate owned
(OREO) properties. Residential real estate values
tend to fluctuate with economic conditions, and have been
falling rapidly in many of the Banks markets for the last
two years, although the rate of decline is generally slowing.
Management plans to continue curtailing new lending in this
segment, and maintaining its aggressive resolution efforts to
further reduce risk in this segment.
Within this segment, the Bank has lent to contractors and
developers, and has also been active in custom construction
lending, where the loan is made to the individual consumer who
will occupy the home. The Bank is committed to reducing and
maintaining its real estate lending concentrations to levels
that are below the interagency regulatory guidelines issued in
late 2007. Institutions that exceed the levels established in
the guidelines are subject to greater supervisory scrutiny.
These guidelines established concentration limits as measured
against Total Risk
15
Based Capital (generally, the Companys common stock,
non-cumulative perpetual preferred stock and a portion of its
loan loss reserves). The first regulatory guideline establishes
the limit for construction, land development and other land loan
balances to total risk-based capital not to exceed 100%. Company
totals for this category were 151.86%, 183.26% and 270.95% for
2009, 2008 and 2007, respectively, demonstrating the
Companys significant progress toward meeting this
guideline. The second guideline establishes the limit for total
commercial real estate loans, defined as including the above
categories plus loans secured by multifamily and non-farm
nonresidential property but excluding loans secured by
owner-occupied properties, not to exceed 300% of total
risk-based capital. Accordingly, the Company has decreased these
balances from 348.78% in 2007 to 254.93% in 2008 and to 214.29%
at the end of 2009. As a result, Intermountain is now below the
regulatory guideline.
Commercial
Loans
Although the impacts of the economic downturn are increasing
risk in the commercial portfolio, management does not consider
this portfolio to present a particular concentration
risk at this time. Management believes there is adequate
diversification by type, industry, and geography to mitigate
excessive risk. The commercial portfolio includes a mix of term
loan facilities and operating loans and lines made to a variety
of different business types in the markets it serves. The
Company utilizes SBA, USDA and other government-assisted or
guaranteed financing programs whenever advantageous to further
mitigate risk in this area. With the exception of the
agricultural portfolio, there is no other significant
concentration of industry types in its loan portfolio, and no
dominant employer or industry across all the markets it serves.
Underwriting focuses on the evaluation of potential future cash
flows to cover debt requirements, sufficient collateral margins
to buffer against devaluations, credit history of the business
and its principals, and additional support from willing and
capable guarantors.
Agricultural
Loans
The agricultural portfolio represents a larger percentage of the
loans in the Banks southern Idaho region. At
December 31, 2009, agricultural loans and agricultural real
estate loans totaled $110.3 million or 16.4% of the total
loan portfolio. The agricultural portfolio consists of loans
secured by livestock, crops and real estate. To mitigate credit
risk, specific underwriting is applied to retain only borrowers
that have proven track records in the agricultural industry.
Many of Intermountains agricultural borrowers are third or
fourth generation farmers and ranchers with limited real estate
debt, which reduces overall debt coverage requirements and
provides extra flexibility and collateral for equipment and
operating borrowing needs. In addition, the Bank has hired
senior lenders with significant experience in agricultural
lending to administer these loans. Further mitigation is
provided through frequent collateral inspections, adherence to
farm operating budgets, and annual or more frequent review of
financial performance. The Company has minimal exposure to the
dairy industry, the one significant agricultural segment that
has been under extreme pressure for the last couple of years.
Commercial
Real Estate Loans
Difficult economic conditions are increasing risk in the
non-residential component of the commercial real estate
portfolio. However, in comparison to peers, the Company has less
overall exposure to commercial real estate and a stronger mix of
owner-occupied (where the borrower occupies and operates in at
least part of the building) versus non-owner occupied loans.
Based on December 31, 2009 UBPR data, the Companys
total commercial real estate exposure excluding construction
loans was 25.4% versus the peer group average of 36.7%. Of that
total, 45% was owner-occupied or farmland versus 43% of the peer
groups (Source: UBPR data from the FFIEC for
12-31-09).
The loans represented in this category are spread across the
Companys footprint, and there are no significant
concentrations by industry type or borrower. The most
significant property types represented in the portfolio are
office (17%), industrial (15%), multifamily (10%), health care
(6%), and retail (6%). The other 46% is a mix of property types
with smaller concentrations, including religious facilities,
auto-related properties, restaurants, convenience stores,
storage units, motels and commercial investment land. Finished
condominiums comprise only
16
2% of the commercial real estate portfolio, although there are
also several unfinished condo projects in the construction and
development portfolio.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
Commercial Real Estate by Property Types
|
|
2009
|
|
|
% of Loans
|
|
|
|
(Dollars in thousands)
|
|
|
Condominiums
|
|
$
|
4,504
|
|
|
|
2.4
|
%
|
Office
|
|
|
32,265
|
|
|
|
16.9
|
%
|
Industrial warehouse
|
|
|
29,206
|
|
|
|
15.3
|
%
|
Storage units
|
|
|
6,984
|
|
|
|
3.7
|
%
|
Retail
|
|
|
12,177
|
|
|
|
6.4
|
%
|
Restaurants
|
|
|
6,028
|
|
|
|
3.2
|
%
|
Land and land development
|
|
|
10,281
|
|
|
|
5.4
|
%
|
Other commercial
|
|
|
19,560
|
|
|
|
10.3
|
%
|
Health care
|
|
|
11,345
|
|
|
|
5.9
|
%
|
Religious facilities
|
|
|
2,538
|
|
|
|
1.3
|
%
|
Gas stations & convenience stores
|
|
|
2,712
|
|
|
|
1.4
|
%
|
Auto R/E (car lot, wash, repair)
|
|
|
2,554
|
|
|
|
1.3
|
%
|
Hotel/Motel
|
|
|
3,351
|
|
|
|
1.8
|
%
|
Miscellaneous
|
|
|
29,221
|
|
|
|
15.2
|
%
|
|
|
|
|
|
|
|
|
|
Total Commercial real estate loans
|
|
|
172,726
|
|
|
|
90.5
|
%
|
Multifamily
|
|
|
18,067
|
|
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
|
Total Commercial real estate and Multifamily Loans
|
|
$
|
190,793
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
While 62% of the Companys commercial real estate portfolio
is in its Northern Idaho/Eastern Washington region, this region
is a large and diverse region with differing local economies and
real estate markets. Given this diversity, and the diversity of
property types and industries represented, management does not
believe that this concentration represents a significant
concentration risk.
Non-owner occupied commercial real estate loans are made only to
borrowers with established track records and the ability to fund
potential project cash flow shortfalls from other income sources
or liquid assets. Project due diligence is conducted by the
Bank, to help provide for adequate contingencies, collateral
and/or
government guaranties. The Company has largely avoided
speculative financing of investment properties, particularly of
the types most vulnerable in the current downturn, including
investment office buildings and retail strip developments.
Management believes geographic, borrower and property-type
diversification, and prudent underwriting and monitoring
standards applied by seasoned commercial lenders mitigate
concentration risk in this segment.
Residential
Real Estate and Consumer
Residential real estate and consumer loans comprise smaller
segments of the loan portfolio. Management does not believe they
represent significant concentration risk. While debt service
ability and collateral values have declined in these segments,
underwriting has generally been more conservative, with higher
debt-to-income
and equity requirements than found elsewhere in the financial
industry.
Geographic
Distribution
In terms of geographic distribution, 74% 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
Boise 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, resulting in proportionally higher loan balances in the
regions outside of Boise
17
from the prior year. 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 27% 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 $17.5 million at
year end, of which one loan totaling $1.7 million was
outside the Companys footprint. This loan was subsequently
paid off after year end. $7.1 million of the remaining
total is a condominium project in Boise that is currently
classified, but is being managed very closely. The remaining
loans are all within the Companys footprint and considered
not to present significant risk at this time.
Classification
of Loans
The Bank is required under applicable law and regulations to
review its loans on a regular basis and to classify them as
satisfactory, special mention,
substandard, doubtful or
loss. A loan which possesses no apparent weakness or
deficiency is designated satisfactory. A loan which
possesses weaknesses or deficiencies deserving close attention
is designated as special mention. A loan is
generally classified as substandard if it possesses
a well-defined weakness and the Bank will probably sustain some
loss if the weaknesses or deficiencies are not corrected. A loan
is classified as doubtful if a probable loss of
principal
and/or
interest exists but the amount of the loss, if any, is subject
to the outcome of future events which are undeterminable at the
time of classification. It is a transitional category, and once
the amount of the loss is determined, this amount is charged off
and the remaining balance of the loan would most likely be
classified as substandard. The typical duration of a
loan in the doubtful category would be one to two
months. If a loan is classified as loss, the Bank
either establishes a specific valuation allowance equal to the
amount classified as loss or charges off such amount.
During 2007, the Company modified its risk grade allocation
factors to better reflect varying loss experiences in different
types of loans. As of December 31, 2009, the risk factors
range from cash equivalent secured loans (Risk Grade
1) to loss (Risk Grade 8).
Risk Grades 3, 5, 6,
7 and 8 closely reflect the FDICs
definitions for satisfactory, special
mention, substandard, doubtful and
loss, respectively. Risk Grade 4 is an
internally designated watch category. At
December 31, 2009, the Company had $6.7 million in the
special mention, $75.6 million in the substandard,
$1.6 million in the doubtful and $0 in the loss loan
categories. At December 31, 2008, the Company had
$7.3 million in the special mention, $50.8 million in
the substandard, $3.0 million in the doubtful and $0 in the
loss loan categories.
At December 31, 2009, classified loans (loans with risk
grades 6, 7 or 8) by loan type are as follows (dollars in
thousands):
|
|
|
|
|
Classified Loans
|
|
|
|
|
Commercial
|
|
$
|
11,685
|
|
Commercial real estate
|
|
|
12,409
|
|
Commercial construction
|
|
|
15,554
|
|
Land and land development loans
|
|
|
20,136
|
|
Agriculture
|
|
|
9,637
|
|
Multifamily
|
|
|
695
|
|
Residential real estate
|
|
|
5,433
|
|
Residential construction
|
|
|
1,165
|
|
Consumer
|
|
|
461
|
|
Municipal
|
|
|
|
|
|
|
|
|
|
Total classified loans
|
|
$
|
77,175
|
|
|
|
|
|
|
Overall, classified loans (loans with risk grades 6, 7, or
8) increased from $53.8 million at the end of 2008 to
$77.2 million at the end of 2009. The increase reflected
the impact of the deteriorating economy and real estate
conditions throughout the Companys market area.
Unemployment rates increased significantly, placing additional
stress on businesses and consumers alike. This resulted in more
borrowers facing difficulties in maintaining their ability to
service the Companys debts. At the same time, real estate
and other property valuations declined as well,
18
reducing the ability of borrowers or the Bank to liquidate
assets or rely on other repayment sources to cover shortfalls in
the cash flow required to service their debts. Construction and
land development loans, in which debt repayment is primarily
based on liquidation of property, were particularly hard hit, as
real estate purchase markets slowed significantly and property
values declined. Most of the increase in classified loans
between 2008 and 2009 were in loans that were real-estate
related, particularly construction and land development.
Non-accrual loans are those loans that have become delinquent
for more than 90 days (unless well-secured and in the
process of collection). Placement of loans on non-accrual status
does not necessarily mean that the outstanding loan principal
will not be collected, but rather that timely collection of
principal and interest is in question. When a loan is placed on
non-accrual status, interest accrued but not received is
reversed. The amount of interest income which was reversed from
income in fiscal years 2009, 2008, 2007, 2006 and 2005 on
non-accrual and other problem loans was approximately
$1.9 million, $465,000, $161,000, $21,000 and $95,000,
respectively. A non-accrual 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. Other problem loans are loans that were
not put in the non-accrual status but were charged off or
transferred to OREO during the year.
Information with respect to non-performing loans and other
non-performing assets is as follows (dollars in thousands):
Non-Accrual
Trending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Non-accrual loans
|
|
$
|
18,468
|
|
|
$
|
26,365
|
|
|
$
|
5,569
|
|
|
$
|
1,201
|
|
|
$
|
807
|
|
Non-accrual loans as a percentage of net loans receivable
|
|
|
2.82
|
%
|
|
|
3.50
|
%
|
|
|
0.74
|
%
|
|
|
0.18
|
%
|
|
|
0.14
|
%
|
Total allowance related to these loans
|
|
$
|
965
|
|
|
$
|
6,856
|
|
|
$
|
585
|
|
|
$
|
531
|
|
|
$
|
341
|
|
Interest income recorded on these loans
|
|
$
|
1,126
|
|
|
$
|
1,193
|
|
|
$
|
270
|
|
|
$
|
230
|
|
|
$
|
8
|
|
Credit
Quality Trending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(in thousands)
|
|
|
Loans past due in excess of 90 days and still accruing
|
|
$
|
586
|
|
|
$
|
913
|
|
|
$
|
797
|
|
|
$
|
87
|
|
|
$
|
456
|
|
Non-accrual loans
|
|
|
18,468
|
|
|
|
26,365
|
|
|
|
5,569
|
|
|
|
1,201
|
|
|
|
807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
|
19,054
|
|
|
|
27,278
|
|
|
|
6,366
|
|
|
|
1,288
|
|
|
|
1,263
|
|
OREO
|
|
|
11,538
|
|
|
|
4,541
|
|
|
|
1,682
|
|
|
|
795
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets (NPAs)
|
|
$
|
30,592
|
|
|
$
|
31,819
|
|
|
$
|
8,048
|
|
|
$
|
2,083
|
|
|
$
|
1,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt restructured loans(1)
|
|
$
|
4,604
|
|
|
$
|
13,424
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Total non-performing loans as a % of net loans receivable
|
|
|
2.91
|
%
|
|
|
3.62
|
%
|
|
|
0.84
|
%
|
|
|
0.19
|
%
|
|
|
0.23
|
%
|
Total NPA as a % of loans receivable
|
|
|
4.67
|
%
|
|
|
4.23
|
%
|
|
|
1.06
|
%
|
|
|
0.31
|
%
|
|
|
0.23
|
%
|
Allowance for loan losses (ALLL) as a % of
non-performing loans
|
|
|
87.2
|
%
|
|
|
60.2
|
%
|
|
|
184.7
|
%
|
|
|
763.7
|
%
|
|
|
641.3
|
%
|
Total NPA as a % of total assets
|
|
|
2.83
|
%
|
|
|
2.88
|
%
|
|
|
0.77
|
%
|
|
|
0.23
|
%
|
|
|
0.17
|
%
|
Total NPA as a % of tangible capital + ALLL(2)
|
|
|
32.85
|
%
|
|
|
27.75
|
%
|
|
|
8.99
|
%
|
|
|
2.76
|
%
|
|
|
2.14
|
%
|
Loan Delinquency Ratio (30 days and over)
|
|
|
0.93
|
%
|
|
|
0.90
|
%
|
|
|
0.40
|
%
|
|
|
0.15
|
%
|
|
|
0.44
|
%
|
|
|
|
(1) |
|
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. Funds are not available for additional disbursement on
restructured loans. |
|
(2) |
|
Tangible capital equals total equity less intangible assets and
goodwill. |
19
The $7.9 million decrease in non-accrual loans from
December 31, 2008 to December 31, 2009 resulted from a
combination of aggressive efforts by our special assets team to
work out or liquidate these loans and chargedowns in cases where
there was a collateral deficiency. This team continued to move
properties through the collections process and made steady
progress in reducing overall levels of both classified and
non-accrual loans through multiple management strategies,
including borrower workouts, individual asset sales to local and
national investors, and bulk sales and auctions of like
properties. NPAs fell $6.1 million from the third quarter
of 2009, and totaled 2.83% of total assets at December 31,
2009, down from 3.47% in the preceding quarter. NPAs reached
their peak of $47.7 million in May 2009 and have trended
down since then. Loan delinquencies (30 days or more past
due) also declined during the fourth quarter to 0.93% from 1.48%
of total loans at the end of the third quarter, although they
were up slightly from the fourth quarter 2008 level of 0.90%.
Loan delinquencies (30 days or more past due) reached their
peak in April 2009 at a rate of 3.10%. The $20.8 million
increase in non-accrual loans from December 31, 2007 to
December 31, 2008 consisted primarily of residential land,
subdivision and construction loans where repayment was primarily
reliant on selling the asset. The Company continues to monitor
its non-accrual loans closely and revalue the collateral on a
periodic basis. This re-evaluation may create the need for
additional write-downs or additional loss reserves on these
assets.
Other
Real Estate Owned Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Balance, beginning of period, January 1
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
$
|
795
|
|
Additions to OREO
|
|
|
20,789
|
|
|
|
4,092
|
|
|
|
896
|
|
Proceeds from sale of OREO
|
|
|
(9,830
|
)
|
|
|
(474
|
)
|
|
|
(9
|
)
|
Valuation Adjustments in the period(1)
|
|
|
(3,962
|
)
|
|
|
(759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period, December 31
|
|
$
|
11,538
|
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amount includes chargedowns and gains/losses on sale of OREO |
The balance of OREO increased by $7.0 million during 2009,
as the Bank worked higher levels of non-performing loans through
the collection and foreclosure process. Disposition of OREO
assets increased markedly in the latter half of 2009, resulting
in a reduction between the end of the third and fourth quarters
of $2.9 million. At year end, OREO assets consisted of
commercial land (25%), developed residential lots (23%), raw
land (23%), commercial buildings (17%), and single family
residences (12%). The Credit Risk Management and Asset
Disposition groups continue to work rapidly to dispose of OREO
properties through a combination of individual sales to
homeowners and investors, bulk sales to investors, and auction
sales, generally as a last resort.
20
December 31,
2009 Non-Performing Assets by Loan/Property Type and
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
|
|
|
|
|
|
|
|
|
E. Oregon,
|
|
|
|
|
|
|
|
|
% of Loan
|
|
|
|
Idaho
|
|
|
Magic
|
|
|
Greater
|
|
|
SW Idaho
|
|
|
|
|
|
|
|
|
Type to Total
|
|
|
|
Eastern
|
|
|
Valley
|
|
|
Boise
|
|
|
Excluding
|
|
|
|
|
|
|
|
|
Non-Performing
|
|
NPA by location 12/31/2009
|
|
Washington
|
|
|
Idaho
|
|
|
Area
|
|
|
Boise
|
|
|
Other
|
|
|
Total
|
|
|
Assets
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial loans
|
|
$
|
2,194
|
|
|
$
|
303
|
|
|
$
|
28
|
|
|
$
|
128
|
|
|
$
|
|
|
|
$
|
2,653
|
|
|
|
8.7
|
%
|
Commercial real estate loans
|
|
|
3,096
|
|
|
|
1,182
|
|
|
|
399
|
|
|
|
527
|
|
|
|
31
|
|
|
|
5,235
|
|
|
|
17.1
|
%
|
Commercial construction loans
|
|
|
3,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,133
|
|
|
|
10.4
|
%
|
Land and land development loans
|
|
|
6,568
|
|
|
|
1,153
|
|
|
|
2,337
|
|
|
|
1,122
|
|
|
|
2,875
|
|
|
|
14,055
|
|
|
|
45.9
|
%
|
Agriculture loans
|
|
|
|
|
|
|
|
|
|
|
521
|
|
|
|
313
|
|
|
|
|
|
|
|
834
|
|
|
|
2.7
|
%
|
Multifamily loans
|
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135
|
|
|
|
0.4
|
%
|
Residential real estate loans
|
|
|
2,194
|
|
|
|
|
|
|
|
422
|
|
|
|
199
|
|
|
|
380
|
|
|
|
3,195
|
|
|
|
10.4
|
%
|
Residential construction loans
|
|
|
1,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,264
|
|
|
|
4.1
|
%
|
Consumer loans
|
|
|
64
|
|
|
|
18
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,513
|
|
|
$
|
2,791
|
|
|
$
|
3,713
|
|
|
$
|
2,289
|
|
|
$
|
3,286
|
|
|
$
|
30,592
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of total NPA
|
|
|
60.5
|
%
|
|
|
9.1
|
%
|
|
|
12.1
|
%
|
|
|
7.5
|
%
|
|
|
10.8
|
%
|
|
|
100.0
|
%
|
|
|
|
|
Percent of NPA to total loans in each region(1)
|
|
|
5.0
|
%
|
|
|
5.1
|
%
|
|
|
4.5
|
%
|
|
|
1.7
|
%
|
|
|
9.5
|
%
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
(1) |
|
NPAs include both nonperforming loans and OREO |
Residential land, commercial construction and residential
construction loans continue to comprise most of the
nonperforming asset totals, reflecting continuing weakness in
the real estate markets. The top 10 non-performing loans totaled
$7.6 million, or 40% of total non-performing loans and the
top 6 OREO properties accounted for 59% of the OREO balance. The
geographic distribution of NPAs generally correlates with the
distribution of the overall loan portfolio, except that the
percent of total NPAs in the North Idaho
Eastern Washington region is slightly higher than the
percent of the loan portfolio in this region, and
correspondingly, the percent of total NPAs in the E.
Oregon, SW Idaho excluding Boise is lower. This reflects
generally stronger economic conditions in the Southwest Idaho
market outside Boise, as a result of its agricultural base. The
Other NPAs total is largely comprised of one
commercial property in western Washington. All NPAs are reported
at the Companys best estimate of net realizable value, and
are frequently re-evaluated for changes that would require
additional write downs.
Management continues to focus its efforts on managing down 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 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 its 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 does not believe that it needs
to materially alter its
12-month
forward loss projections. It has and continues to incorporate a
number of the recommendations made by the review firm into its
ongoing credit management process.
21
Allowance
for Loan Losses
The allowance for loan losses is based upon managements
assessment of various factors including, but not limited to,
current and future economic trends, historical loan losses,
delinquencies, and underlying collateral values, as well as
current and potential risks identified in the loan portfolio.
The allowance is evaluated on a monthly basis by management. The
methodology for calculating the allowance is discussed in more
detail below. An allocation is also included for unfunded loan
commitments. However, this allocation is recorded as a
liability, as required by bank regulatory guidance issued in
early 2007.
Allocation
of the Allowance for Loan Losses
and Non-Accrual Loans Detail
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to
|
|
|
Gross
|
|
|
|
|
|
Non-Accrual
|
|
|
|
Total Loans
|
|
|
Loans
|
|
|
Allowance
|
|
|
Loans
|
|
|
Commercial loans
|
|
|
19.57
|
%
|
|
$
|
131,562
|
|
|
$
|
4,785
|
|
|
$
|
2,653
|
|
Commercial real estate loans
|
|
|
25.69
|
|
|
|
172,726
|
|
|
|
3,827
|
|
|
|
3,209
|
|
Commercial construction loans
|
|
|
6.78
|
|
|
|
45,581
|
|
|
|
1,671
|
|
|
|
3,135
|
|
Land and land development loans
|
|
|
13.18
|
|
|
|
88,604
|
|
|
|
2,707
|
|
|
|
5,724
|
|
Agriculture loans
|
|
|
16.40
|
|
|
|
110,256
|
|
|
|
1,390
|
|
|
|
447
|
|
Multifamily loans
|
|
|
2.69
|
|
|
|
18,067
|
|
|
|
26
|
|
|
|
135
|
|
Residential real estate loans
|
|
|
9.75
|
|
|
|
65,544
|
|
|
|
1,412
|
|
|
|
2,872
|
|
Residential construction loans
|
|
|
2.47
|
|
|
|
16,626
|
|
|
|
170
|
|
|
|
205
|
|
Consumer loans
|
|
|
2.72
|
|
|
|
18,287
|
|
|
|
539
|
|
|
|
88
|
|
Municipal loans
|
|
|
0.75
|
|
|
|
5,061
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100.00
|
%
|
|
$
|
672,314
|
|
|
$
|
16,608
|
|
|
$
|
18,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to
|
|
|
Gross
|
|
|
|
|
|
Non-Accrual
|
|
|
|
Total Loans
|
|
|
Loans
|
|
|
Allowance
|
|
|
Loans
|
|
|
Commercial loans
|
|
|
82.81
|
%
|
|
$
|
636,982
|
|
|
$
|
14,277
|
|
|
$
|
22,783
|
|
Residential loans
|
|
|
13.51
|
|
|
|
103,937
|
|
|
|
1,653
|
|
|
|
3,491
|
|
Consumer loans
|
|
|
3.02
|
|
|
|
23,245
|
|
|
|
452
|
|
|
|
91
|
|
Municipal loans
|
|
|
0.66
|
|
|
|
5,109
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100.00
|
%
|
|
$
|
769,273
|
|
|
$
|
16,433
|
|
|
$
|
26,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to
|
|
|
Gross
|
|
|
|
|
|
Non-Accrual
|
|
|
|
Total Loans
|
|
|
Loans
|
|
|
Allowance
|
|
|
Loans
|
|
|
Commercial loans
|
|
|
81.07
|
%
|
|
$
|
623,439
|
|
|
$
|
9,965
|
|
|
$
|
4,732
|
|
Residential loans
|
|
|
14.83
|
|
|
|
114,010
|
|
|
|
1,196
|
|
|
|
837
|
|
Consumer loans
|
|
|
3.42
|
|
|
|
26,285
|
|
|
|
571
|
|
|
|
|
|
Municipal loans
|
|
|
0.68
|
|
|
|
5,222
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100.00
|
%
|
|
$
|
768,956
|
|
|
$
|
11,761
|
|
|
$
|
5,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to
|
|
|
Gross
|
|
|
|
|
|
Non-Accrual
|
|
|
|
Total Loans
|
|
|
Loans
|
|
|
Allowance
|
|
|
Loans
|
|
|
Commercial loans
|
|
|
78.03
|
%
|
|
$
|
527,345
|
|
|
$
|
7,924
|
|
|
$
|
1,201
|
|
Residential loans
|
|
|
16.66
|
|
|
|
112,569
|
|
|
|
1,543
|
|
|
|
|
|
Consumer loans
|
|
|
4.71
|
|
|
|
31,800
|
|
|
|
339
|
|
|
|
|
|
Municipal loans
|
|
|
0.60
|
|
|
|
4,082
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100.00
|
%
|
|
$
|
675,796
|
|
|
$
|
9,837
|
|
|
$
|
1,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans to
|
|
|
Gross
|
|
|
|
|
|
Non-Accrual
|
|
|
|
Total Loans
|
|
|
Loans
|
|
|
Allowance
|
|
|
Loans
|
|
|
Commercial loans
|
|
|
75.28
|
%
|
|
$
|
425,005
|
|
|
$
|
5,793
|
|
|
$
|
671
|
|
Residential loans
|
|
|
19.05
|
|
|
|
107,554
|
|
|
|
1,827
|
|
|
|
10
|
|
Consumer loans
|
|
|
5.16
|
|
|
|
29,109
|
|
|
|
450
|
|
|
|
126
|
|
Municipal loans
|
|
|
0.51
|
|
|
|
2,856
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100.00
|
%
|
|
$
|
564,524
|
|
|
$
|
8,100
|
|
|
$
|
807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the table above, commercial loans for the periods
2005-2008
include commercial real estate loans, as well as residential
land, subdivision acquisition and development, and builder
loans, where the borrower is not a consumer.
During 2007, the Company changed its method of calculating its
loan loss allowance in line with bank regulatory guidance issued
earlier that year. It continued to refine this methodology in
2008 and 2009 with improved modeling and collateral valuation
analysis. The loan portfolio is segregated into loans for which
a specific reserve is calculated by management, and loans for
which a reserve is calculated using an allowance model. For
loans with a specific reserve, management evaluates each loan
and derives the reserve based on such factors as expected
collectability, collateral value and guarantor support. For
loans with reserves calculated by the model, the model
mathematically derives a base reserve allocation for each loan
using probability of default and loss given default rates based
on both historical company and industry experience. This base
reserve allocation is then modified by management considering
factors such as the current economic environment, portfolio
delinquency trends, collateral valuation trends, quality of
underwriting and quality of collection activities. The reserves
derived from the model are modified by management, then added to
the reserve for specifically identified loans to produce the
total reserve. Management believes that this methodology
provides a more accurate, reliable and verifiable reserve
calculation and is in compliance with recent regulatory
guidance. The Banks total allowance for loan losses was
2.47% of total
23
loans at December 31, 2009 and 2.14% of total loans at
December 31, 2008. The following table provides additional
detail on the allowance.
Trend
Analysis of the Allowance for Loan Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008(1)
|
|
|
2007(1)
|
|
|
2006(1)(2)
|
|
|
2005(1)(2)
|
|
|
|
(Dollars in thousands)
|
|
|
Balance Beginning January 1
|
|
$
|
(16,433
|
)
|
|
$
|
(11,761
|
)
|
|
$
|
(9,837
|
)
|
|
$
|
(8,100
|
)
|
|
$
|
(6,309
|
)
|
Charge-Offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
|
5,037
|
|
|
|
1,486
|
|
|
|
886
|
|
|
|
283
|
|
|
|
307
|
|
Commercial real estate loans
|
|
|
3,194
|
|
|
|
186
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
Commercial construction loans
|
|
|
4,982
|
|
|
|
663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and land development loans
|
|
|
19,817
|
|
|
|
2,820
|
|
|
|
580
|
|
|
|
|
|
|
|
|
|
Agriculture loans
|
|
|
988
|
|
|
|
162
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
Multifamily loans
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential loans
|
|
|
1,598
|
|
|
|
173
|
|
|
|
|
|
|
|
9
|
|
|
|
21
|
|
Residential construction loans
|
|
|
241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
1,001
|
|
|
|
703
|
|
|
|
520
|
|
|
|
501
|
|
|
|
464
|
|
Municipal Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Charge-offs
|
|
|
36,911
|
|
|
|
6,193
|
|
|
|
2,044
|
|
|
|
793
|
|
|
|
792
|
|
Recoveries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
(144
|
)
|
|
|
(53
|
)
|
|
|
(34
|
)
|
|
|
(8
|
)
|
|
|
(187
|
)
|
Commercial real estate loans
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial construction loans
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and land development loans
|
|
|
(347
|
)
|
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Agriculture loans
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
Multifamily loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential Loans
|
|
|
(9
|
)
|
|
|
|
|
|
|
(10
|
)
|
|
|
(4
|
)
|
|
|
(19
|
)
|
Residential construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
(256
|
)
|
|
|
(229
|
)
|
|
|
(30
|
)
|
|
|
(435
|
)
|
|
|
(68
|
)
|
Municipal Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recoveries
|
|
|
(757
|
)
|
|
|
(481
|
)
|
|
|
(75
|
)
|
|
|
(447
|
)
|
|
|
(274
|
)
|
Net charge-offs
|
|
|
36,154
|
|
|
|
5,712
|
|
|
|
1,969
|
|
|
|
346
|
|
|
|
518
|
|
Transfers
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
65
|
|
|
|
(176
|
)
|
Provision for losses on loans
|
|
|
(36,329
|
)
|
|
|
(10,384
|
)
|
|
|
(3,896
|
)
|
|
|
(2,148
|
)
|
|
|
(2,229
|
)
|
Sale of loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
(16,608
|
)
|
|
$
|
(16,433
|
)
|
|
$
|
(11,761
|
)
|
|
$
|
(9,837
|
)
|
|
$
|
(8,100
|
)
|
Ratio of net charge-offs to loans outstanding
|
|
|
5.38
|
%
|
|
|
0.75
|
%
|
|
|
0.26
|
%
|
|
|
0.06
|
%
|
|
|
0.09
|
%
|
Allowance Unfunded Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Beginning January 1
|
|
$
|
(13
|
)
|
|
$
|
(18
|
)
|
|
$
|
(482
|
)
|
|
$
|
(417
|
)
|
|
$
|
(593
|
)
|
Adjustment
|
|
|
2
|
|
|
|
5
|
|
|
|
467
|
|
|
|
|
|
|
|
|
|
Transfers
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
(65
|
)
|
|
|
176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance Unfunded Commitments at end of period
|
|
$
|
(11
|
)
|
|
$
|
(13
|
)
|
|
$
|
(18
|
)
|
|
$
|
(482
|
)
|
|
$
|
(417
|
)
|
|
|
|
(1) |
|
The allowance analysis has been adjusted for the periods 2007,
2006 and 2005 to segregate the allowance for loan losses from an
allowance for unfunded commitments, per new bank regulatory
guidance issued in 2007. |
|
(2) |
|
The detail for allowance analysis breakout categories was not
available in 2006 and 2005. |
24
Managements general policy is to charge off loans or
portions of loans as soon as an identifiable loss amount can be
determined from evidence obtained, such as updated appraisals or
similar real estate evaluations, equipment, inventory or similar
collateral evaluations, or accepted offers on loan sales or
negotiated discounts. In situations where problem loans are
dependent on collateral liquidation for repayment, management
obtains updated independent valuations, generally no less
frequently than once every six months and more frequently for
larger or more troubled loans. In the time period between these
independent valuations, it monitors market conditions for any
significant event or events that would materially change the
valuations, and updates them as appropriate.
The following table details loan maturity and repricing
information for fixed and variable rate loans.
Maturity
and Repricing for the Banks
Loan Portfolio at December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Repricing
|
|
Fixed Rate
|
|
|
Variable Rate
|
|
|
Total Loans
|
|
|
|
(Dollars in thousands)
|
|
|
0-90 days
|
|
$
|
33,921
|
|
|
$
|
161,244
|
|
|
$
|
195,165
|
|
91-365 days
|
|
|
41,970
|
|
|
|
97,324
|
|
|
|
139,294
|
|
1 year-5 years
|
|
|
127,664
|
|
|
|
132,254
|
|
|
|
259,918
|
|
5 years or more
|
|
|
68,767
|
|
|
|
9,170
|
|
|
|
77,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
272,322
|
|
|
$
|
399,992
|
|
|
$
|
672,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has traditionally maintained a high level of
variable rate loans as part of its overall balance sheet
management approach. The significant unanticipated decrease in
market rates experienced during the economic downturn and
financial turmoil of the past several years impacted these loans
negatively and created additional pressure on the Companys
asset yields and net interest margin. However, this approach
positions the Company well for a rising rate environment, in
which event the Company may experience improvement in margin.
Investments
The investment portfolio is the second largest earning asset
category and is comprised mostly of securities categorized as
available-for-sale.
These securities are carried at fair value. Unrealized gains and
losses that are considered temporary are recorded as a component
of accumulated other comprehensive income or loss.
The carrying value of the
available-for-sale
securities portfolio increased 23.1% to $181.8 million at
December 31, 2009 from $147.6 million at
December 31, 2008. The carrying value of the
held-to-maturity
securities portfolio decreased 13.8% to $15.2 million at
December 31, 2009 from $17.6 million at
December 31, 2008. During 2009, the Company deployed funds
from reductions in the Companys loan portfolio and
increases in deposits into the investment portfolio. In
addition, market conditions caused a slight increase in the
carrying value of some of the Companys
available-for-sale
securities. In a generally stable rate environment, the Company
sought to maintain the yield on the investment portfolio,
position it for potentially higher rates in the future, and
otherwise use it to limit the Banks overall interest rate
risk during the year. In doing so, the Company shortened the
duration of its portfolio in anticipation of future higher
rates. The Company used a combination of U.S. agency
debentures and mortgage-backed securities, whole loan
collateralized mortgage obligations (CMOs), and
municipal bonds to accomplish this positioning. The average
duration of the available for sale and the
held-to-maturity
portfolios was approximately 2.8 years and 8.5 years,
respectively on December 31, 2009, compared to
4.9 years and 9.2 years, respectively on
December 31, 2008. The average duration differs from the
investments contractual maturity as average duration takes into
account estimated prepayments.
As noted above,
available-for-sale
securities are required by generally accepted accounting
principles to be accounted for at fair value (See Note 20
Fair Value of Financial Instruments in the
Companys Consolidated Financial Statements for more
information.
Active markets exist for securities totaling $149.6 million
classified as available for sale as of December 31, 2009.
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
25
dealer quotes, market spreads, 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
$32.2 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 non-government agency guaranteed
mortgage-backed securities and CMOs, an active market did not
exist for these securities at December 31, 2009. 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 December 31,
2009 measurement date.
In valuing these securities, the Company utilized the same
independent pricing service as for its other
available-for-sale
securities. In addition, it utilized a second pricing service
that specializes in whole-loan obligation CMO valuation and
Federal Home Loan Bank pricing indications to derive independent
valuations and used this data to evaluate and adjust the values
derived from the original independent pricing service. 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
accounting guidance, 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.
Two securities, with a book value of $7.5 million were
rated as substandard assets by the Company at
December 31, 2009 based on the delinquency and default
characteristics of the underlying mortgages and the ratings
assigned by independent rating agencies. Both carry ratings that
are below investment grade, as commonly defined with
the securities industry. As with classified loans, the
substandard rating does not mean that the Company
will incur a loss on either security, particularly if the
securities are held to maturity. Both these securities are
monitored closely and evaluated periodically for
other-than-temporary impairment. The following table summarizes
the value of the substandard assets at
December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTTI Credit
|
|
|
OTTI Impairment
|
|
|
|
Principal
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Loss Recorded in
|
|
|
Loss Recorded in
|
|
Security Issuer
|
|
Balance
|
|
|
Value
|
|
|
(Loss) Gain
|
|
|
Income
|
|
|
OCI
|
|
|
RALI
|
|
$
|
3,794
|
|
|
$
|
2,229
|
|
|
$
|
259
|
|
|
$
|
(526
|
)
|
|
$
|
(1,226
|
)
|
BOAA
|
|
|
7,858
|
|
|
|
5,258
|
|
|
|
(2,538
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,652
|
|
|
$
|
7,487
|
|
|
$
|
(2,279
|
)
|
|
$
|
(526
|
)
|
|
$
|
$(1,226
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-Temporary
Impairment
As noted above, the Company evaluated these and other securities
in the investment portfolio for Other-than-Temporary
Impairment per accounting guidance. In conducting this
evaluation, the Company analyzed the following factors:
|
|
|
|
|
The length of time and the extent to which the market value of
the securities have been less 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
|
26
|
|
|
|
|
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 holder to retain its investment in
the issuer for a period of time sufficient to allow for any
anticipated recovery in market value.
|
At March 31, 2009, one of the substandard
securities noted above was considered to be other than
temporarily impaired. 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 other-than-temporary impairment
(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. The Company recorded additional credit
loss impairments of $198,000 and $84,000, respectively in the
third and fourth quarters of 2009, reducing the non-credit value
impairment to $1.2 million. The reduction of the non-credit
impairment during the year is due to the fact that while the
present value of the cash flows expected to be collected
deteriorated, the overall estimated market value of the security
improved. The credit loss on a security is measured as the
difference between the amortized cost basis and the present
value of the cash flows expected to be collected. Projected cash
flows are discounted by the original or current effective
interest rate depending on the nature of the security being
measured for potential OTTI. The remaining impairment related to
all other factors, the difference between the present value of
the cash flows expected to be collected and fair value, is
recognized as a charge to other comprehensive income
(OCI). Impairment losses related to all other
factors are presented as separate categories within OCI. At this
time, the Company anticipates holding the security until its
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 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 security from its
amortized cost at the end of each period.
The following table displays investment securities balances and
repricing information for the total portfolio:
Investment
Portfolio Detail
As of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
2009
|
|
|
Change
|
|
|
2008
|
|
|
Change
|
|
|
2007
|
|
Carrying Value as of December 31,
|
|
Amount
|
|
|
Prev. Yr.
|
|
|
Amount
|
|
|
Prev. Yr.
|
|
|
Amount
|
|
|
|
(Dollars in thousands)
|
|
|
U.S. treasury securities and obligations of government agencies
|
|
$
|
51
|
|
|
|
(99.32
|
)%
|
|
$
|
7,546
|
|
|
|
(88.01
|
)%
|
|
$
|
62,952
|
|
Mortgage-backed securities & collateralized mortgage
obligations (CMOs)
|
|
|
181,733
|
|
|
|
29.74
|
|
|
|
140,072
|
|
|
|
46.30
|
|
|
|
95,739
|
|
State and municipal bonds
|
|
|
15,177
|
|
|
|
(13.79
|
)
|
|
|
17,604
|
|
|
|
54.10
|
|
|
|
11,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
196,961
|
|
|
|
19.21
|
%
|
|
$
|
165,222
|
|
|
|
(2.88
|
)%
|
|
$
|
170,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
|
|
|
181,784
|
|
|
|
23.14
|
|
|
|
147,618
|
|
|
|
(7.04
|
)
|
|
|
158,791
|
|
Held-to-Maturity
|
|
|
15,177
|
|
|
|
(13.79
|
)
|
|
|
17,604
|
|
|
|
55.46
|
|
|
|
11,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
196,961
|
|
|
|
19.21
|
%
|
|
$
|
165,222
|
|
|
|
(2.88
|
)%
|
|
$
|
170,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
Investments
held as of December 31, 2009
Mature as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One to
|
|
|
Five to
|
|
|
Over
|
|
|
|
|
|
|
One Year
|
|
|
Five Years
|
|
|
Ten Years
|
|
|
Ten Years
|
|
|
Total
|
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
Amount
|
|
|
Yield
|
|
|
|
(Dollars in thousands)
|
|
|
U.S. treasury securities and obligations of government agencies
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
51
|
|
|
|
1.93
|
%
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
51
|
|
|
|
1.93
|
%
|
Mortgage-backed securities & CMOs
|
|
|
2,102
|
|
|
|
3.27
|
|
|
|
12,377
|
|
|
|
4.53
|
|
|
|
41,848
|
|
|
|
4.35
|
|
|
|
125,406
|
|
|
|
4.73
|
|
|
|
181,733
|
|
|
|
4.61
|
|
State and municipal bonds (tax equivalent)
|
|
|
636
|
|
|
|
2.87
|
|
|
|
667
|
|
|
|
3.43
|
|
|
|
2,438
|
|
|
|
3.97
|
|
|
|
11,436
|
|
|
|
5.18
|
|
|
|
15,177
|
|
|
|
4.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,738
|
|
|
|
3.16
|
%
|
|
$
|
13,095
|
|
|
|
4.46
|
%
|
|
$
|
44,286
|
|
|
|
4.33
|
%
|
|
$
|
136,842
|
|
|
|
4.77
|
%
|
|
$
|
196,961
|
|
|
|
4.66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
December 31, 2009, 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. However, unforeseen changes in
credit risk or other types of portfolio risk could cause
management to change its position and sell individual securities
on a
case-by-case
basis. The unrealized losses on residential mortgage-backed
securities without other-than-temporary impairment were
considered by management to be temporary in nature.
See Note 20 Fair Value of Financial Instruments
in the Companys Consolidated Financial Statements for more
information on the calculation of fair or carrying value for the
investment securities.
Fed Funds
Sold & Cash Equivalents
The Bank held $81.7 million in excess funds at the Federal
Reserve at December 31, 2009, as compared to
$71.5 million in Fed Funds Sold at December 31, 2008.
At December 31, 2009, excess funds were held at the Federal
Reserve as opposed to Fed Funds Sold at a correspondent bank as
there was a higher yield on the excess funds at the Federal
Reserve. During 2009, the Company maintained an average balance
of Fed Funds Sold and interest-bearing unrestricted cash
equivalents (referred to in subsequent references as Fed
Funds Sold for ease of reference and because the
instruments are not materially different) of $43.9 million
as a strategy to preserve and enhance liquidity during a period
of extreme market turmoil. This compares to an average balance
of Fed Funds Sold in 2008 of $17.7 million. The higher
level of Fed Funds Sold maintained during 2009 resulted in a
decrease in interest income and net interest income as the Fed
Funds Sold yield during 2009 was at historically low levels of
between 0.00% and 0.25%.
28
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
Deposit Composition & Trends
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
|
(Dollars in thousands)
|
|
|
Demand
|
|
$
|
168,244
|
|
|
|
20.5
|
|
|
$
|
154,265
|
|
|
|
19.4
|
|
NOW and money market 0.0% to 5.25%
|
|
|
340,070
|
|
|
|
41.6
|
|
|
|
321,556
|
|
|
|
40.7
|
|
Savings and IRA 0.0% to 5.75%
|
|
|
77,623
|
|
|
|
9.5
|
|
|
|
78,671
|
|
|
|
10.0
|
|
Certificate of deposit accounts (CDs) under $100,000
|
|
|
86,381
|
|
|
|
10.5
|
|
|
|
98,744
|
|
|
|
12.5
|
|
Jumbo CDs
|
|
|
82,249
|
|
|
|
10.0
|
|
|
|
63,695
|
|
|
|
8.1
|
|
Brokered CDs
|
|
|
54,428
|
|
|
|
6.6
|
|
|
|
57,956
|
|
|
|
7.3
|
|
CDARS CDs to local customers
|
|
|
10,326
|
|
|
|
1.3
|
|
|
|
15,525
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
819,321
|
|
|
|
100.0
|
|
|
$
|
790,412
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate on certificates of deposit
|
|
|
|
|
|
|
2.52
|
%
|
|
|
|
|
|
|
3.22
|
%
|
Core Deposits as a percentage of total deposits(1)
|
|
|
|
|
|
|
81.6
|
%
|
|
|
|
|
|
|
81.7
|
%
|
Deposits generated from the Companys market area as a % of
total deposits
|
|
|
|
|
|
|
93.4
|
%
|
|
|
|
|
|
|
92.7
|
%
|
|
|
|
(1) |
|
Core deposits consist of non-interest bearing checking,
interest-bearing checking, money market, and savings accounts,
and retail certificate of deposit accounts of less than $100,000. |
Deposits totaled $819.3 million, representing 82.7% of the
Banks liabilities at December 31, 2009. Total
deposits grew 3.7% in 2009 with non-interest bearing deposits
increasing 9.1% and interest-bearing deposits growing 2.4% over
2008 balances. Total transaction account deposits (demand, NOW
and money market) increased by $32.4 million during the
period and now comprise 62.1% of total deposits, a percentage
that significantly exceeds peer group averages. The Company
continues to emphasize growth in transaction account balances to
minimize its cost of funding, enhance fee income and other
cross-selling opportunities, and match its asset composition.
59% of the Companys transaction accounts have been in
existence for more than three years. When combined with the
rapid growth rates of the Companys retail deposits over
the past ten years, this demonstrates the Companys ability
to both grow and retain its transaction deposit customers.
Overall certificate of deposit accounts decreased
$2.5 million or 1.1%, from $235.9 million at
December 31, 2008 to $233.4 million at
December 31, 2009. Certificates of deposit to local
customers, including CDARs reciprocal CDs, increased by
$1.0 million while brokered certificates of deposit
decreased $3.5 million as the Company sought to acquire
certificates at the most attractive price from both local and
brokered markets. The Company also seeks to utilize CDs and
other funding sources to manage its overall interest-rate risk
and liquidity positions.
Deposits by location are as follows (in thousands):
|
|
|
|
|
|
|
|
|
Deposits by Location
|
|
12/31/2009
|
|
|
% of total deposits
|
|
|
North Idaho Eastern Washington
|
|
$
|
402,620
|
|
|
|
49.1
|
%
|
Magic Valley Idaho
|
|
|
69,430
|
|
|
|
8.5
|
%
|
Greater Boise Area
|
|
|
77,291
|
|
|
|
9.4
|
%
|
Southwest Idaho Oregon excluding Boise
|
|
|
158,919
|
|
|
|
19.4
|
%
|
Administration, Secured Savings
|
|
|
111,061
|
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
819,321
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
The Company seeks long-term balance between loans and deposits
in each of its regions, and has generally succeeded in achieving
this balance, although when it enters new markets, it may
emphasize one or the other depending on the specific market.
29
Business checking, NOW, money market and savings balances
comprise about 41% of total non-maturity deposits, and consumer
about 59%. The Company emphasizes balanced growth of both
business and consumer deposits in its markets to diversify its
funding sources. Consumer deposit growth is largely driven by
branch marketing efforts in the communities served.
Intermountain also employs specialized business services
officers who target the acquisition of business deposit accounts
and other fee-related services. With the exception of the
secured savings program noted below, the Company is not reliant
on any one depositor or small group of depositors, with the
largest single depositor making up less than 1% of overall
company deposits.
The Administration/Secured Savings deposits noted above include
brokered and other wholesale deposits, as well as
$28.4 million in deposits used to secure credit cards
marketed and maintained by another bank under a contractual
arrangement. The contractual arrangement terminated in November,
2009 and was replaced by a transitional contract allowing the
provider sufficient time to move these deposits into its own
organization. This movement is not anticipated to occur until
late 2010 or 2011, and Intermountain is pursuing opportunities
to expand its management of secured savings accounts with other
potential card providers.
The following table details repricing information for the
Banks time deposits with minimum balance of $100,000 at
December 31, 2009 (in thousands):
|
|
|
|
|
Maturities
|
|
|
|
|
Less than three months
|
|
$
|
13,797
|
|
Three to six months
|
|
|
40,060
|
|
Six to twelve months
|
|
|
30,990
|
|
Over twelve months
|
|
|
61,936
|
|
|
|
|
|
|
|
|
$
|
146,783
|
|
|
|
|
|
|
In terms of overall deposits, the Company is the market share
leader in 5 of the 11 markets in which it operates and has
consistently grown deposits for the past ten years. See the
market share information and graph under Competition
on page 9 of this report for more information.
While growing deposits in 2009, the Company also succeeded in
lowering the 2009 interest cost on its interest-bearing deposits
by 0.44%. This resulted in overall liability interest costs to
the Bank being 0.24% below the average of its peer group as of
December 31, 2009 (Source: UBPR for December 31,
2009). This decrease occurred amidst an environment where
several stressed competitors continued to offer high CD rates in
order to retain and attract additional deposits. Given the
current compressed market rate environment, management believes
that this improvement and its overall competitive standing
positions the Company well for future periods.
Borrowings
As part of the Companys funds management and liquidity
plan, the Bank has arranged to have short-term and long-term
borrowing facilities available. The short-term and overnight
facilities are federal funds purchasing lines as reciprocal
arrangements to the federal funds selling agreements in place
with various correspondent banks. At December 31, 2009, the
Bank had overnight unsecured credit lines of $35.0 million
available. For additional long and short-term funding needs, the
Bank has credit available from the Federal Home Loan Bank of
Seattle (FHLB), limited to a percentage of its total
regulatory assets and subject to collateralization requirements
and a blanket pledge agreement. It also has a Borrower in
Custody line set up with the Federal Reserve Bank, subject
to collateralization requirements.
At 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 $4.0 million FHLB advance at
3.11% that matures in September 2014 and a $25.0 million
FHLB advance at 2.06% that matures in October 2012. These notes
totaled $49.0 million, and the Bank had the ability to
borrow an additional $69.9 million from the FHLB.
The Bank has the ability to borrow up to $35.4 million on a
short term basis from the Federal Reserve Bank under the
Borrower in Custody program, utilizing commercial loans as
collateral. At December 31, 2009, the Bank had no
borrowings outstanding under this line.
30
In March 2007, the Company entered into an additional borrowing
agreement with Pacific Coast Bankers Bank (PCBB) in
the amount of $18.0 million and in December 2007 increased
the amount to $25.0 million. The borrowing agreement was a
non-revolving line of credit with a variable rate of interest
tied to LIBOR and was collateralized by Bank stock and the
Companys headquarters building. This line was used
primarily to fund the construction costs of this building in
Sandpoint. The balance at December 31, 2008 was
$23.1 million at a variable interest rate of 3.4%. The
borrowing had a maturity of January 2009 and was extended for
90 days with a fixed rate of 7.0%. The Company negotiated
with PCBB to refinance this loan into three amortizing term loan
facilities totaling $23.0 million in May 2009. In August
2009, the Company sold the Sandpoint Center and paid off the
PCBB borrowings.
In January 2006, the Company purchased land to build the
headquarters building and entered into a Note Payable with the
sellers of the property in the amount of $1,130,000. The note
had a fixed rate of 6.65%, matured in February 2026 and had an
outstanding balance of $941,000 at December 31, 2008. The
Note Payable was paid off in May 2009 with the refinance of the
PCBB debt.
Securities sold under agreements to repurchase, which are
classified as other secured borrowings, generally are short-term
agreements. These agreements are treated as financing
transactions and the obligations to repurchase securities sold
are reflected as a liability in the consolidated financial
statements. The dollar amount of securities underlying the
agreements remains in the applicable asset account. The majority
of the repurchase agreements are with municipal customers in the
Companys local markets and mature on a daily basis, with
an institutional repurchase agreement in the amount of
$30.0 million maturing in July 2011. These agreements had a
weighted average interest rate of 0.36%, 2.00% and 4.69% at
December 31, 2009, 2008 and 2007, respectively. The average
balances of securities sold subject to repurchase agreements
were $82.6 million, $102.5 million and
$104.2 million during the years ended December 31,
2009, 2008 and 2007, respectively. The maximum amount
outstanding at any month end during these same periods was
$100.3 million, $124.4 million and
$124.1 million, respectively. The decrease in the
repurchase amounts during 2009 reflected generally lower
investable balances by municipal customers and movement from
repurchase agreements to other higher yielding short term
investments by these customers. In 2006, the Company entered
into an institutional repurchase agreement to reduce interest
rate risk in a down-rate environment. For most of 2009, this
structured agreement carried an effective interest cost of
0.00%. At December 31, 2009, 2008, and 2007, the Company
pledged as collateral certain investment securities with
aggregate amortized costs of $125.4 million,
$114.8 million and $122.2 million, respectively. These
investment securities had market values of $125.7 million,
$116.3 million and $123.7 million at December 31,
2009, 2008 and 2007, respectively.
In January 2003 the, Company issued $8.0 million of
Trust Preferred securities through its subsidiary,
Intermountain Statutory Trust I. Approximately
$7.0 million was subsequently transferred to the capital
account of Panhandle State Bank for capitalizing the Ontario
branch acquisition. The debt associated with these securities
bears interest on a variable basis tied to the
90-day LIBOR
index plus 3.25% with interest payable quarterly. The debt was
callable by the Company in March 2008 and matures in March 2033.
In March 2004, the Company issued $8.0 million of
additional Trust Preferred securities through a second
subsidiary, Intermountain Statutory Trust II. This debt is
callable by the Company in April 2009, bears interest on a
variable basis tied to the
90-day LIBOR
index plus 2.8%, and matures in April 2034. In July of 2008, the
Company entered into a cash flow swap transaction with Pacific
Coast Bankers Bank, by which the Company effectively pays a
fixed rate on these securities of 7.38% through July 2013 (see
Note 19 in the Companys Consolidated Financial
Statements for more information on this swap). Funds received
from this borrowing were used to support planned expansion
activities during 2004, including the Snake River Bancorp
acquisition.
During the third quarter of 2009, the Board of Directors of the
Company approved the deferral of 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
31
Debentures. Deferred payments compound for the TRUPS Debentures.
Although these expenses will continue to be accrued on the
consolidated income statements for the Company, deferring these
interest payments will preserve approximately $140,000 per
quarter in cash for the Company. Notwithstanding the current
deferral of interest payments, the Company fully intends to meet
all of its obligations to the holders of the TRUPS Debentures as
quickly as it is prudent to do so.
Employees
The Bank employed 406 full-time equivalent employees at
December 31, 2009, down from 418 at the end of 2008 and 450
at the end of 2007. None of the employees are represented by a
collective bargaining unit and the Company believes it has good
relations with its employees. The Company reduced full-time
equivalent employees during both 2008 and 2009 as part of an
operating expense reduction strategy.
Supervision
and Regulation
General
The following discussion provides an overview of certain
elements of the extensive regulatory framework applicable to
Intermountain Community Bancorp (the Company) and
Panhandle State Bank, which operates under the names Panhandle
State Bank, Magic Valley Bank and Intermountain Community Bank
(collectively referred to herein as the Bank). This
regulatory framework is primarily designed for the protection of
depositors, federal deposit insurance funds and the banking
system as a whole, rather than for the protection of
shareholders. Due to the breadth and growth of this regulatory
framework, our costs of compliance continue to increase in order
to monitor and satisfy these requirements.
To the extent that this section describes statutory and
regulatory provisions, it is qualified by reference to those
provisions. These statutes and regulations, as well as related
policies, are subject to change by Congress, state legislatures
and federal and state regulators. Changes in statutes,
regulations or regulatory policies applicable to us, including
the interpretation or implementation thereof, could have a
material effect on our business or operations. In light of the
recent financial crisis, numerous proposals to modify or expand
banking regulation have surfaced. Based on past history, if any
are approved, they will add to the complexity and cost of our
business.
Federal
Bank Holding Company Regulation
General. The Company is a bank holding company
as defined in the Bank Holding Company Act of 1956, as amended
(BHCA), and is therefore subject to regulation,
supervision and examination by the Federal Reserve. In general,
the BHCA limits the business of bank holding companies to owning
or controlling banks and engaging in other activities closely
related to banking. The Company must file reports with and
provide the Federal Reserve such additional information as it
may require.
Holding Company Bank Ownership. The BHCA
requires every bank holding company to obtain the prior approval
of the Federal Reserve before (i) acquiring, directly or
indirectly, ownership or control of any voting shares of another
bank or bank holding company if, after such acquisition, it
would own or control more than 5% of such shares;
(ii) acquiring all or substantially all of the assets of
another bank or bank holding company; or (iii) merging or
consolidating with another bank holding company.
Holding Company Control of Nonbanks. With some
exceptions, the BHCA also prohibits a bank holding company from
acquiring or retaining direct or indirect ownership or control
of more than 5% of the voting shares of any company which is not
a bank or bank holding company, or from engaging directly or
indirectly in activities other than those of banking, managing
or controlling banks, or providing services for its
subsidiaries. The principal exceptions to these prohibitions
involve certain non-bank activities that, by statute or by
Federal Reserve regulation or order, have been identified as
activities closely related to the business of banking or of
managing or controlling banks.
Transactions with Affiliates. Subsidiary banks
of a bank holding company are subject to restrictions imposed by
the Federal Reserve Act on extensions of credit to the holding
company or its subsidiaries, on investments in their securities
and on the use of their securities as collateral for loans to
any borrower. These regulations and restrictions
32
may limit the Companys ability to obtain funds from the
Bank for its cash needs, including funds for payment of
dividends, interest and operational expenses.
Tying Arrangements. The Company is prohibited
from engaging in certain tie-in arrangements in connection with
any extension of credit, sale or lease of property or furnishing
of services. For example, with certain exceptions, neither the
Company nor its subsidiaries may condition an extension of
credit to a customer on either (i) a requirement that the
customer obtain additional services provided by us; or
(ii) an agreement by the customer to refrain from obtaining
other services from a competitor.
Support of Subsidiary Banks. Under Federal
Reserve policy, the Company is expected to act as a source of
financial and managerial strength to the Bank. This means that
the Company is required to commit, as necessary, resources to
support the Bank. Any capital loans a bank holding company makes
to its subsidiary banks are subordinate to deposits and to
certain other indebtedness of those subsidiary banks.
State Law Restrictions. As an Idaho
corporation, the Company is subject to certain limitations and
restrictions under applicable Idaho corporate law. For example,
state law restrictions in Idaho include limitations and
restrictions relating to indemnification of directors,
distributions to shareholders, transactions involving directors,
officers or interested shareholders, maintenance of books,
records and minutes, and observance of certain corporate
formalities.
Federal
and State Regulation of the Bank
General. The Bank is an Idaho commercial bank
operating in Idaho, with one branch in Oregon and two in
Washington. Its deposits are insured by the FDIC. As a result,
the Bank is subject to primary supervision and regulation by the
Idaho Department of Finance and the FDIC. With respect to the
Oregon branch and Washington branch, the Bank is also subject to
supervision and regulation by, respectively, the Oregon
Department of Consumer and Business Services and the Washington
Department of Financial Institutions, as well as the FDIC. These
agencies have the authority to prohibit banks from engaging in
what they believe constitute unsafe or unsound banking practices.
Community Reinvestment. The Community
Reinvestment Act of 1977 requires that, in connection with
examinations of financial institutions within their
jurisdiction, the Federal Reserve or the FDIC evaluate the
record of the financial institution in meeting the credit needs
of its local communities, including low and moderate-income
neighborhoods, consistent with the safe and sound operation of
the institution. A banks community reinvestment record is
also considered by the applicable banking agencies in evaluating
mergers, acquisitions and applications to open a branch or
facility.
Insider Credit Transactions. Banks are also
subject to certain restrictions imposed by the Federal Reserve
Act on extensions of credit to executive officers, directors,
principal shareholders or any related interests of such persons.
Extensions of credit (i) must be made on substantially the
same terms, including interest rates and collateral, and follow
credit underwriting procedures that are at least as stringent as
those prevailing at the time for comparable transactions with
persons not covered above and who are not employees; and
(ii) must not involve more than the normal risk of
repayment or present other unfavorable features. Banks are also
subject to certain lending limits and restrictions on overdrafts
to insiders. A violation of these restrictions may result in the
assessment of substantial civil monetary penalties, the
imposition of a cease and desist order, and other regulatory
sanctions.
Regulation of Management. Federal law
(i) sets forth circumstances under which officers or
directors of a bank may be removed by the institutions
federal supervisory agency; (ii) places restraints on
lending by a bank to its executive officers, directors,
principal shareholders, and their related interests; and
(iii) prohibits management personnel of a bank from serving
as a director or in other management positions of another
financial institution whose assets exceed a specified amount or
which has an office within a specified geographic area.
Safety and Soundness Standards. Federal law
imposes certain non-capital safety and soundness standards on
banks. These standards cover internal controls, information
systems and internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, such other operational and
managerial standards as the agency determines to be appropriate,
and standards for asset quality, earnings and stock valuation.
An institution that fails to meet these standards must develop a
plan acceptable to its
33
regulators, specifying the steps that the institution will take
to meet the standards. Failure to submit or implement such a
plan may subject the institution to regulatory sanctions.
Interstate
Banking and Branching
The Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (Interstate Act) relaxed prior interstate
branching restrictions under federal law by permitting
nationwide interstate banking and branching under certain
circumstances. Generally, bank holding companies may purchase
banks in any state, and states may not prohibit these purchases.
Additionally, banks are permitted to merge with banks in other
states, as long as the home state of neither merging bank has
opted out under the legislation. The Interstate Act requires
regulators to consult with community organizations before
permitting an interstate institution to close a branch in a
low-income area. Federal banking regulations prohibit banks from
using their interstate branches primarily for deposit production
and the federal bank regulatory agencies have implemented a
loan-to-deposit ratio screen to ensure compliance with this
prohibition.
Idaho, Oregon and Washington have each enacted opting
in legislation in accordance with the Interstate Act
provisions allowing banks to engage in interstate merger
transactions, subject to certain aging requirements.
Idaho and Oregon also restrict an out-of-state bank from opening
de novo branches; however, once an out-of-state bank has
acquired a bank within either state, either through merger or
acquisition of all or substantially all of the banks
assets, the out-of-state bank may open additional branches
within the state. In contrast, under Washington law, an
out-of-state bank may, subject to Department of Financial
Institutions approval, open de novo branches in Washington
or acquire an in-state branch so long as the home state of the
out-of-state bank has reciprocal laws with respect to,
respectively, de novo branching or branch acquisitions.
Dividends
The principal source of the Companys cash is from
dividends received from the Bank, which are subject to
government regulation and limitations. Regulatory authorities
may prohibit banks and bank holding companies from paying
dividends in a manner that would constitute an unsafe or unsound
banking practice or would reduce the amount of its capital below
that necessary to meet minimum applicable regulatory capital
requirements. Idaho law also limits a banks ability to pay
dividends subject to surplus reserve requirements. Additionally,
current guidance from the Federal Reserve provides, among other
things, that dividends per share on the Companys common
stock generally should not exceed earnings per share, measured
over the previous four fiscal quarters.
In addition to the foregoing regulatory restrictions, we are
subject to contractual restrictions that limit us from paying
dividends on our common stock, including those contained in the
securities purchase agreement between us and the Treasury, as
described in more detail below.
Capital
Adequacy
Regulatory Capital Guidelines. Federal bank
regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks.
The guidelines are risk-based, meaning that they are
designed to make capital requirements more sensitive to
differences in risk profiles among banks and bank holding
companies.
Tier I and Tier II Capital. Under
the guidelines, an institutions capital is divided into
two broad categories, Tier I capital and Tier II
capital. Tier I capital generally consists of common
stockholders equity, surplus and undivided profits.
Tier II capital generally consists of the allowance for
loan losses, hybrid capital instruments, and term subordinated
debt. The sum of Tier I capital and Tier II capital
represents an institutions total regulatory capital. The
guidelines require that at least 50% of an institutions
total capital consist of Tier I capital.
Risk-based Capital Ratios. The adequacy of an
institutions capital is gauged primarily with reference to
the institutions risk-weighted assets. The guidelines
assign risk weightings to an institutions assets in an
effort to quantify the relative risk of each asset and to
determine the minimum capital required to support that risk. An
institutions risk-weighted assets are then compared with
its Tier I capital and total capital to arrive at a
Tier I risk-
34
based ratio and a total risk-based ratio, respectively. The
guidelines provide that an institution must have a minimum
Tier I risk-based ratio of 4% and a minimum total
risk-based ratio of 8%.
Leverage Ratio. The guidelines also employ a
leverage ratio, which is Tier I capital as a percentage of
average total assets, less intangibles. The principal objective
of the leverage ratio is to constrain the maximum degree to
which a bank holding company may leverage its equity capital
base. The minimum leverage ratio is 3%; however, for all but the
most highly rated bank holding companies and for bank holding
companies seeking to expand, regulators expect an additional
cushion of at least 1% to 2%.
Prompt Corrective Action. Under the
guidelines, an institution is assigned to one of five capital
categories depending on its total risk-based capital ratio,
Tier I risk-based capital ratio, and leverage ratio,
together with certain subjective factors. The categories range
from well capitalized to critically
undercapitalized. Institutions that are
undercapitalized or lower are subject to certain
mandatory and other supervisory corrective actions. During these
challenging economic times, the federal banking regulators have
actively enforced these provisions.
Regulatory
Oversight and Examination
The Federal Reserve conducts periodic inspections of bank
holding companies, which are performed both onsite and offsite.
The supervisory objectives of the inspection program are to
ascertain whether the financial strength of the bank holding
company is being maintained on an ongoing basis and to determine
the effects or consequences of transactions between a holding
company or its non-banking subsidiaries and its subsidiary
banks. For holding companies under $10 billion in assets,
the inspection type and frequency varies depending on asset
size, complexity of the organization, and the holding
companys rating at its last inspection.
Banks are subject to periodic examinations by their primary
regulators. Bank examinations have evolved from reliance on
transaction testing in assessing a banks condition to a
risk-focused approach. These examinations are extensive and
cover the entire breadth of operations of the bank. Generally,
safety and soundness examinations occur on an
18-month
cycle for banks under $500 million in total assets that are
well capitalized and without regulatory issues, and
12-months
otherwise. Examinations alternate between the federal and state
bank regulatory agency or may occur on a combined basis. The
frequency of consumer compliance and Community Reinvestment Act
(CRA) examinations is linked to the size of the
institution and its compliance and CRA ratings at its most
recent examination. However, the examination authority of the
Federal Reserve and the FDIC allows them to examine supervised
banks as frequently as deemed necessary based on the condition
of the bank or as a result of certain triggering events.
Corporate
Governance and Accounting Legislation
Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley
Act of 2002 (the Act) addresses among other things,
corporate governance, auditing and accounting, enhanced and
timely disclosure of corporate information, and penalties for
non-compliance. Generally, the Act (i) requires chief
executive officers and chief financial officers to certify to
the accuracy of periodic reports filed with the Securities and
Exchange Commission (the SEC); (ii) imposes
specific and enhanced corporate disclosure requirements;
(iii) accelerates the time frame for reporting of insider
transactions and periodic disclosures by public companies;
(iv) requires companies to adopt and disclose information
about corporate governance practices, including whether or not
they have adopted a code of ethics for senior financial officers
and whether the audit committee includes at least one
audit committee financial expert; and
(v) requires the SEC, based on certain enumerated factors,
to regularly and systematically review corporate filings.
To deter wrongdoing, the Act (i) subjects bonuses issued to
top executives to disgorgement if a restatement of a
companys financial statements was due to corporate
misconduct; (ii) prohibits an officer or director
misleading or coercing an auditor; (iii) prohibits insider
trades during pension fund blackout periods;
(iv) imposes new criminal penalties for fraud and other
wrongful acts; and (v) extends the period during which
certain securities fraud lawsuits can be brought against a
company or its officers.
As an SEC public reporting company, the Company is subject to
the requirements of the Act and related rules and regulations
issued by the SEC. After enactment, we updated our policies and
procedures to comply with the
35
Acts requirements and have found that such compliance,
including compliance with Section 404 of the Act relating
to management control over financial reporting, has resulted in
significant additional expense for the Company. We anticipate
that we will continue to incur such additional expense in our
ongoing compliance.
Anti-terrorism
Legislation
USA Patriot Act of 2001. The Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, intended to combat
terrorism, was renewed with certain amendments in 2006 (the
Patriot Act). Certain provisions of the Patriot Act
were made permanent and other sections were made subject to
extended sunset provisions. The Patriot Act, in
relevant part, (i) prohibits banks from providing
correspondent accounts directly to foreign shell banks;
(ii) imposes due diligence requirements on banks opening or
holding accounts for foreign financial institutions or wealthy
foreign individuals; (iii) requires financial institutions
to establish an anti-money-laundering compliance program; and
(iv) eliminates civil liability for persons who file
suspicious activity reports. The Act also includes provisions
providing the government with power to investigate terrorism,
including expanded government access to bank account records.
While the Patriot Act has had minimal effect on our record
keeping and reporting expenses, we do not believe that the
renewal and amendment will have a material adverse effect on our
business or operations.
Financial
Services Modernization
Gramm-Leach-Bliley Act of 1999. The
Gramm-Leach-Bliley Financial Services Modernization Act of 1999
brought about significant changes to the laws affecting banks
and bank holding companies. Generally, the Act (i) repeals
historical restrictions on preventing banks from affiliating
with securities firms; (ii) provides a uniform framework
for the activities of banks, savings institutions and their
holding companies; (iii) broadens the activities that may
be conducted by national banks and banking subsidiaries of bank
holding companies; (iv) provides an enhanced framework for
protecting the privacy of consumer information and requires
notification to consumers of bank privacy policies; and
(v) addresses a variety of other legal and regulatory
issues affecting both day-to-day operations and long-term
activities of financial institutions. Bank holding companies
that qualify and elect to become financial holding companies can
engage in a wider variety of financial activities than permitted
under previous law, particularly with respect to insurance and
securities underwriting activities.
Recent
Legislation
Emergency Economic Stabilization Act of
2008. In response to the recent financial crisis,
the United States government passed the Emergency Economic
Stabilization Act of 2008 (the EESA) on
October 3, 2008, which provides the United States
Department of the Treasury (the Treasury) with broad
authority to implement certain actions intended to help restore
stability and liquidity to the U.S. financial markets.
Insurance of Deposit Accounts. The EESA
included a provision for a temporary increase from $100,000 to
$250,000 per depositor in deposit insurance effective
October 3, 2008 through December 31, 2013. Deposit
accounts are otherwise insured by the FDIC, generally up to a
maximum of $100,000 per separately insured depositor and up to a
maximum of $250,000 for self-directed retirement accounts.
Deposit Insurance Assessments. The FDIC
imposes an assessment against institutions for deposit
insurance. This assessment is based on the risk category of the
institution and ranges from 5 to 43 basis points of the
institutions deposits. In December, 2008, the FDIC adopted
a rule that raised the current deposit insurance assessment
rates uniformly for all institutions by 7 basis points (to
a range from 12 to 50 basis points) for the first quarter
of 2009. In February 2009, the FDIC adopted a final rule
modifying the risk-based assessment system and setting initial
base assessment rates beginning April 1, 2009, at 12 to
45 basis points. The rule also gives the FDIC the authority
to, as necessary, implement emergency special assessments to
maintain the deposit insurance fund. In November 2009, the FDIC
approved a final rule requiring all FDIC-insured depository
institutions to prepay estimated quarterly assessments for the
fourth quarter of 2009 and for all of 2010, 2011, and 2012. The
prepayment was collected on December 30, 2009, along with
our regular quarterly deposit insurance assessments for the
third quarter of 2009. For the fourth quarter of 2009 and 2010,
the prepaid assessments will be based on an institutions
total base assessment rate in effect on September 30, 2009.
The rate will be increased by three basis points for 2011
36
and 2012 prepayments. The prepaid assessments will be accounted
for as a prepaid expenses amortized over the three year period.
Troubled
Asset Relief Program
Pursuant to the EESA, the Treasury has the ability to purchase
or insure up to $700 billion in troubled assets held by
financial institutions under the Troubled Asset Relief Program
(TARP). On October 14, 2008, the Treasury
announced it would initially purchase equity stakes in financial
institutions under a Capital Purchase Program (the
CPP) of up to $350 billion of the
$700 billion authorized under the TARP legislation. The CPP
provides for direct equity investment in perpetual preferred
stock by the Treasury in qualified financial institutions. The
program is voluntary and requires an institution to comply with
a number of restrictions and provisions, including limits on
executive compensation, stock redemptions and declaration of
dividends. For publicly traded companies, the CPP also requires
the Treasury to receive warrants for common stock equal to 15%
of the capital invested by the Treasury. The Company applied for
and received $27 million in the CPP. As a result, the
Company is subject to the restrictions described below. The
Treasury made an equity investment in the Company through its
purchase of the Companys Fixed Rate Cumulative Perpetual
Preferred Stock, Series A (the Preferred
Stock). The description of the Preferred Stock set forth
below is qualified in its entirety by the actual terms of the
Preferred Stock, as are stated in the Certificate of Designation
for the Preferred Stock, a copy of which was attached as
Exhibit 3.1 to our Current Report on
Form 8-K
filed with the SEC on December 19, 2008 and incorporated by
reference.
General. The Preferred Stock constitutes a
single series of our preferred stock, consisting of
27,000 shares, no par value per share, having a liquidation
preference amount of $1,000 per share. The Preferred Stock has
no maturity date. We issued the shares of Preferred Stock to
Treasury on December 19, 2008 in connection with the CPP
for a purchase price of $27,000,000.
Dividend Rate. Dividends on the Preferred
Stock are payable quarterly in arrears, when, as and if
authorized and declared by our Board of Directors out of legally
available funds, on a cumulative basis on the $1,000 per share
liquidation preference amount plus the amount of accrued and
unpaid dividends for any prior dividend periods, at a rate of
(i) 5% per annum, from the original issuance date to the
fifth anniversary of the issuance date, and (ii) 9% per
annum, thereafter. 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 until all accrued but unpaid
dividends have been paid.
Dividends on the Preferred Stock will be cumulative. If for any
reason our Board of Directors does not declare a dividend on the
Preferred Stock for a particular dividend period, or if our
Board of Directors declares less than a full dividend, we will
remain obligated to pay the unpaid portion of the dividend for
that period and the unpaid dividend will compound on each
subsequent dividend date (meaning that dividends for future
dividend periods will accrue on any unpaid dividend amounts for
prior dividend periods).
Priority of Dividends. Until the earlier of
the third anniversary of Treasurys investment or our
redemption or the Treasurys transfer of the Preferred
Stock to an unaffiliated third party, we may not declare or pay
a dividend or other distribution on our common stock (other than
dividends payable solely in common stock), and we generally may
not directly or indirectly purchase, redeem or otherwise acquire
any shares of common stock or trust preferred securities.
Liquidation Rights. In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Company, holders of the Preferred Stock
will be entitled to receive for each share of Preferred Stock,
out of the assets of the Company or proceeds available for
distribution to our shareholders, subject to any rights of our
creditors, before any distribution of assets or proceeds is made
to or set aside for the holders of our common stock and any
other class or series of our stock ranking junior to the
Preferred Stock, payment of an amount equal to the sum of
(i) the $1,000 liquidation preference amount per share and
(ii) the amount of any accrued and unpaid dividends on the
Preferred Stock (including dividends accrued on any unpaid
dividends). To the extent the assets or proceeds available for
distribution to shareholders are not sufficient to fully pay the
liquidation payments owing to the holders of the Preferred Stock
and the holders of any other class or series of our stock
ranking equally with the Preferred Stock, the holders of the
Preferred Stock and such other stock will share ratably in the
distribution. For
37
purposes of the liquidation rights of the Preferred Stock,
neither a merger nor consolidation of the Company with another
entity nor a sale, lease or exchange of all or substantially all
of the Companys assets will constitute a liquidation,
dissolution or winding up of the affairs of the Company.
Compensation and Corporate Governance Standards and
Restrictions under the CPP. As a participant in
the CPP, the Company is subject to compensation and corporate
governance standards and restrictions under applicable
legislation and Treasury regulations, which include but are not
limited to (1) restrictions on bonus, incentive and
retention awards to our five most highly-compensated employees,
(2) a prohibition on severance and
change-in-control
payments to our executive officers and next five most
highly-compensated employees, (3) ensuring that our
compensation programs do not encourage unnecessary and excessive
risks, (4) requiring the recovery or clawback
of any incentive compensation paid to our executive officers and
next 20 most highly-compensated employees if it is later
determined that such payments were based on materially
inaccurate financial or other performance criteria,
(5) adoption of an excessive or luxury expenditures policy,
and (6) certifications as to various matters by our CEO,
CFO and board compensation committee. The applicable regulations
and their impact on the Company will be discussed more fully in
our proxy statement for the 2010 annual meeting of shareholders,
incorporated by reference into Part III of this
Form 10-K.
Temporary Liquidity Guarantee Program. In
October 2008, the FDIC announced the Temporary Liquidity
Guarantee Program, which has two components the Debt
Guarantee Program and the Transaction Account Guarantee Program.
Under the Transaction Account Guarantee Program any
participating depository institution is able to provide full
deposit insurance coverage for non-interest bearing transaction
accounts, regardless of the dollar amount. Under the program,
effective November 14, 2008, insured depository
institutions that have not opted out of the FDIC Temporary
Liquidity Guarantee Program will be subject to a 10 basis
point surcharge through December 31, 2009, applied to
non-interest bearing transaction deposit account balances in
excess of $250,000, which surcharge will be added to the
institutions existing risk-based deposit insurance
assessments. Beginning January 1, 2010, the surcharge will
range from 15 to 25 basis points depending on the
institutions risk category. The Transaction Account
Guarantee Program will expire on June 30, 2010. Under the
Debt Guarantee Program, qualifying unsecured senior debt issued
by a participating institution can be guaranteed by the FDIC.
The Debt Guarantee Program has been extended for senior
unsecured debt issued after April 1, 2009 and before
October 31, 2009 and maturing on or before
December 31, 2012. The Company and the Bank chose to
participate in both components of the FDIC Temporary Liquidity
Guaranty Program.
American Recovery and Reinvestment Act of
2009. On February 17, 2009, the American
Recovery and Reinvestment Act of 2009 (ARRA) was
signed into law. ARRA is intended to help stimulate the economy
and is a combination of tax cuts and spending provisions
applicable to a broad range of areas with an estimated cost of
$787 billion. The impact that ARRA may have on the US
economy, the Company and the Bank cannot be predicted with
certainty.
Proposed
Legislation
Proposed legislation is introduced in almost every legislative
session. Certain of such legislation could dramatically affect
the regulation of the banking industry. In light of the 2008
financial crisis, legislation reshaping the regulatory landscape
for financial institutions has been proposed. A current proposal
includes measures aimed to prevent another financial crisis like
the one in 2008 by forming a regulatory body to protect the
interest of consumer by preventing abusive and risky lending
practices, increasing supervision and regulation on financial
firms deemed too big to fail, giving shareholders an advisory
vote on executive pay, and regulating complex derivatives
instruments. We cannot predict if any such legislation will be
adopted or if it is adopted how it would affect the business of
the Company or the Bank. Past history has demonstrated that new
legislation or changes to existing laws or regulations usually
results in a greater compliance burden and therefore generally
increases the cost of doing business.
Effects
of Government Monetary Policy
Our earnings and growth are affected not only by general
economic conditions, but also by the fiscal and monetary
policies of the federal government, particularly the Federal
Reserve. The Federal Reserve implements
38
national monetary policy for such purposes as curbing inflation
and combating recession, but its open market operations in
U.S. government securities, control of the discount rate
applicable to borrowings from the Federal Reserve, and
establishment of reserve requirements against certain deposits,
influence the growth of bank loans, investments and deposits,
and also affect interest rates charged on loans or paid on
deposits. The nature and impact of future changes in monetary
policies and their impact on us cannot be predicted with
certainty.
Where you
can find more information
The periodic reports Intermountain files with the SEC are
available on Intermountains website at
http://www.intermountainbank.com
after the reports are filed with the SEC. The SEC maintains a
website located at
http://sec.gov
that also contains this information. The Company will provide
you with copies of these reports, without charge, upon request
made to:
Investor
Relations
Intermountain Community Bancorp
414 Church Street
Sandpoint, Idaho 83864
(208) 263-0505
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.
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.
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:
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economic conditions may worsen, increasing the likelihood of
credit defaults by borrowers;
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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;
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nonperforming assets and write-downs of assets underlying
troubled credits could adversely affect our earnings;
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demand for banking products and services may decline, including
services for low cost and non-interest-bearing deposits; and
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changes and volatility in interest rates may negatively impact
the yields on earning assets and the cost of interest-bearing
liabilities.
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39
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
commercial real estate 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
incorrect assumptions by management in determining 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 recently entered into an informal agreement with our
regulators to take steps to further strengthen the
Bank.
Following a recently regularly scheduled examination, 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. Management has
initiated steps to satisfy the conditions of the agreement,
including seeking and obtaining shareholder approval to increase
the Companys authorized common stock to facilitate raising
capital. There can be no assurance that we will be successful in
satisfying all of the conditions of the agreement within the
specified timeframes.
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 2009 fiscal year, we incurred a net loss available to
common shareholders 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
value 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.
40
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 December 31, 2009, 64.22% 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 December 31, 2009, our non-performing loans (which
consist of non-accrual loans and loans that are 90 days or
more past due) were 2.91% of the loan portfolio. At
December 31, 2009, our non-performing assets (which also
include OREO) were 2.83% 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 an increase in 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.
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 recently 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 shareholders 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
41
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,
national certificates of deposit and 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 has recently 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.
The FDIC also recently imposed a special deposit insurance
assessment of five basis points on all insured institutions.
This emergency assessment was calculated based on the insured
institutions assets at June 30, 2009, and collected
on September 30, 2009. Based on our June 30, 2009
assets subject to the FDIC assessment, the assessment was
$475,000. The special assessment is 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 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 comparison. 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.
42
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
December 31, 2009, one security had been determined to be
other than temporarily impaired, with the impairment totaling
$1.7 million. Of this $1.7 million, $0.5 million
was recognized as a credit loss through the Companys
income statement for the twelve months ended December 31,
2009, and the remaining $1.2 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
December 31, 2009, 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 December 31, 2009, 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.
Our
ability to access markets for funding and acquire and retain
customers could be adversely affected by the deterioration of
other financial institutions or if the financial service
industrys reputation is damaged further.
The financial services industry continues to be featured in
negative reports about the global and national credit crisis and
the resulting stabilization legislation enacted by the
U.S. federal government. These reports can be damaging to
the industrys image and potentially erode consumer
confidence in insured financial institutions, such as our
banking subsidiary. In addition, our ability to engage in
routine funding and other transactions could be adversely
affected by the actions and financial condition of other
financial institutions. Financial services institutions are
interrelated as a result of trading, clearing, correspondent,
counterparty or other relationships. As a result, defaults by,
or even rumors or questions about, one or more financial
services institutions, or the financial services industry in
general, could lead to market-wide liquidity problems, losses of
depositor, creditor and counterparty confidence and could lead
to losses or defaults by us or by other institutions. We could
experience material changes in the level of deposits as a direct
or indirect result of other banks difficulties or failure,
which could require us to increase capital levels.
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 over two 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, we are subject to extensive regulation,
supervision and examination by federal and state banking
authorities. In addition, as a publicly traded company, we
43
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 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, proposals for legislation restructuring the
regulation of the financial services industry are currently
under consideration. Adoption of such proposals could, among
other things, 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.
Numerous actions have been taken by the Federal Reserve, the
U.S. Congress, the U.S. Treasury, the FDIC, the SEC
and others to address the liquidity and credit crisis. In
addition, the Secretary of the Treasury has proposed fundamental
changes to the regulation of financial institutions.
We cannot predict the actual effects of proposed regulatory
reform measures and various 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
44
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 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
shareholder or a group of shareholders, 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
45
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.
The
Preferred Stock diminishes the net income available to our
common shareholders 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. See
BUSINESS Supervision and
Regulation Troubled Asset Relief Program. The
dividends accrued on the Preferred Stock reduce the net income
available to common shareholders 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 shareholders, and the holders of the
Preferred Stock may have interests different from our common
shareholders.
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 shareholders required by law or our Articles of
Incorporation, the vote or consent of holders of at least
662/3%
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 effect 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.
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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.
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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.
Because
of our participation in TARP, we are subject to restrictions on
our ability to repurchase our shares.
Because of our participation in TARP, our ability to repurchase
our shares is restricted. The U.S. Treasurys consent
generally is required for us to make any stock repurchase until
the third anniversary of the investment by the
U.S. Treasury unless all of the Series A Preferred
Stock has been redeemed or transferred. Further, common, junior
preferred or pari passu preferred shares may not be repurchased
if we are in arrears on the Series A Preferred Stock
dividends. As noted above, we have deferred dividend payments on
the Series A Preferred Stock and we are therefore currently
restricted from repurchasing our shares.
Future
acquisitions and expansion activities may disrupt our business
and adversely affect our operating results.
We regularly evaluate potential acquisitions and expansion
opportunities. To the extent that we grow through acquisitions,
we cannot ensure that we will be able to adequately or
profitably manage this growth. Acquiring other banks, branches
or other assets, as well as other expansion activities, involve
various risks including the risks of incorrectly assessing the
credit quality of acquired assets, encountering greater than
expected costs of incorporating
47
acquired banks or branches into our company, and being unable to
profitably deploy funds acquired in an acquisition.
We may
not be able to replace key members of management or attract and
retain qualified relationship managers in the
future.
We depend on the services of existing management to carry out
our business and investment strategies. As we expand, we will
need to continue to attract and retain senior management and
other qualified staff. In particular, because we plan to
continue to expand our locations, products and services, we will
need to continue to attract and retain qualified commercial
banking personnel and investment advisors. Competition for such
personnel is significant in our geographic market areas. The
loss of the services of any management personnel, or the
inability to recruit and retain qualified personnel in the
future, could have an adverse effect on our business, financial
condition and results of operations.
The
market price of our stock can be volatile.
Our stock price is not traded at a consistent volume and can
fluctuate widely in response to a variety of factors, including
actual or anticipated variations in quarterly operating results,
recommendations by securities analysts and news reports relating
to trends, concerns and other issues in the financial services
industry. Other factors include new technology used or services
offered by our competitors, operating and stock price
performance of other companies that investors deem comparable to
us, and changes in government regulations.
We are
subject to a variety of operational risks, including
reputational risk, legal risk and compliance risk, and the risk
of fraud or theft by employees or outsiders, which may adversely
affect our business and results of operations.
We are exposed to many types of operational risks, including
reputational risk, legal and compliance risk, the risk of fraud
or theft by employees or outsiders, and unauthorized
transactions by employees or operational errors, including
clerical or record-keeping errors or those resulting from faulty
or disabled computer or telecommunications systems.
If personal, non-public, confidential or proprietary information
of customers in our possession were to be mishandled or misused,
we could suffer significant regulatory consequences,
reputational damage and financial loss. Such mishandling or
misuse could include, for example, if such information were
erroneously provided to parties who are not permitted to have
the information, either by fault of our systems, employees, or
counterparties, or where such information is intercepted or
otherwise inappropriately taken by third parties.
Because the nature of the financial services business involves a
high volume of transactions, certain errors may be repeated or
compounded before they are discovered and successfully
rectified. Our necessary dependence upon automated systems to
record and process transactions and our large transaction volume
may further increase the risk that technical flaws or employee
tampering or manipulation of those systems will result in losses
that are difficult to detect. We also may be subject to
disruptions of our operating systems arising from events that
are wholly or partially beyond our control (for example,
computer viruses or electrical or telecommunications outages, or
natural disasters, disease pandemics or other damage to property
or physical assets) which may give rise to disruption of service
to customers and to financial loss or liability. We are further
exposed to the risk that our external vendors may be unable to
fulfill their contractual obligations (or will be subject to the
same risk of fraud or operational errors by their respective
employees as we are) and to the risk that our (or our
vendors) business continuity and data security systems
prove to be inadequate. The occurrence of any of these risks
could result in a diminished ability of us to operate our
business (for example, by requiring us to expend significant
resources to correct the defect), as well as potential liability
to clients, reputational damage and regulatory intervention,
which could adversely affect our business, financial condition
and results of operations, perhaps materially.
48
Certain
provisions in our Articles of Incorporation could make a third
party acquisition of us difficult.
Our Articles of Incorporation contain provisions that could make
it more difficult for a third party to acquire us (even if doing
so would be beneficial to our shareholders) and for holders of
our common stock to receive any related takeover premium for
their common stock. These provisions include:
|
|
|
|
|
certain non-monetary factors that the board of directors may
consider when evaluating a takeover offer:
|
|
|
|
a requirement that any plan of merger or share exchange that
would result in a change in control be approved by the
affirmative vote of not less than
662/3%
of the shares entitled to vote (a level in excess of the
requirement that would otherwise be imposed by Idaho
law); and
|
|
|
|
division of the board of directors into three classes serving a
staggered term of office, with one class of directors elected
each year for a three-year term.
|
These provisions could limit the price that investors might be
willing to pay in the future for shares of our common stock.
|
|
Item 1B.
|
UNRESOLVED
STAFF COMMENTS
|
Not applicable.
At December 31, 2009, the Company operated 19 branch
offices, including the main office located in Sandpoint, Idaho.
The following is a description of the branch and administrative
offices.
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Occupancy
|
|
|
|
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Date Opened
|
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Status
|
City and County
|
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Address
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Sq. Feet
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or Acquired
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(Own/Lease)
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Panhandle State Bank Branches
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IDAHO
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(Kootenai County)
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Coeur dAlene(1)
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200 W. Neider Avenue
Coeur dAlene, ID 83814
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5,500
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May 2005
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Own building
Lease land
|
Rathdrum
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6878 Hwy 53
Rathdrum, ID 83858
|
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3,410
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March 2001
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Own
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Post Falls
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3235 E. Mullan Avenue
Post Falls, ID 83854
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3,752
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March 2003
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Own
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(Bonner County)
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Ponderay
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300 Kootenai Cut-Off Road
Ponderay, ID 83852
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3,400
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October 1996
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Own
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Priest River
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301 E. Albeni Road
Priest River, ID 83856
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3,500
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December 1996
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Own
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Sandpoint Center Branch(3)
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414 Church Street
Sandpoint, ID 83864
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11,399
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January 2006
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Lease
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Sandpoint (Drive up)(4)
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231 N. Third Avenue
Sandpoint, ID 83864
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225
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May 1981
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Own
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(Boundary County)
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Bonners Ferry
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6750 Main Street
Bonners Ferry, ID 83805
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3,400
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September 1993
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Own
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(Shoshone County)
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Kellogg
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302 W. Cameron Avenue
Kellogg, ID 83837
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672
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February 2006
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Lease land
Own modular unit
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Intermountain Community Bank Branches
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49
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Occupancy
|
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Date Opened
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Status
|
City and County
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Address
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Sq. Feet
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or Acquired
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(Own/Lease)
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(Canyon County)
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Caldwell
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506 South
10th
Avenue
Caldwell, ID 83605
|
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6,480
|
|
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March 2002
|
|
Own
|
Nampa
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|
521 12th
Avenue S.
Nampa, ID 83653
|
|
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5,000
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July 2001
|
|
Own
|
Nampa Loan Production Office
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|
5660 E. Franklin Road,
Suite 100 Nampa, ID 83687
|
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2,380
|
|
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February 2007
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Lease
|
(Payette County)
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|
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|
|
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|
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Payette
|
|
175 North
16th
Street
Payette, ID 83661
|
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5,000
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|
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September 1999
|
|
Own
|
Fruitland
|
|
1710 N. Whitley
Dr., Ste A Fruitland, ID 83619
|
|
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1,500
|
|
|
April 2006
|
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Lease
|
(Washington County)
|
|
|
|
|
|
|
|
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Weiser
|
|
440 E Main Street
Weiser, ID 83672
|
|
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3,500
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|
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June 2000
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|
Own
|
Magic Valley Bank Branches
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|
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(Twin Falls County)
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|
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Twin Falls
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|
113 Main Ave West
Twin Falls, ID 83301
|
|
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10,798
|
|
|
November 2004
|
|
Lease
|
Canyon Rim(2)
|
|
1715 Poleline Road
East Twin Falls, ID 83301
|
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6,975
|
|
|
September 2006
|
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Lease
|
(Gooding County)
|
|
|
|
|
|
|
|
|
|
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Gooding(2)
|
|
746 Main Street
Gooding, ID 83330
|
|
|
3,200
|
|
|
November 2004
|
|
Lease
|
OREGON
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|
|
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|
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(Malheur County)
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|
|
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|
|
|
|
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Ontario
|
|
98 South Oregon St.
Ontario, OR 97914
|
|
|
10,272
|
|
|
January 2003
|
|
Lease
|
Intermountain Community Bank Washington Branches
|
|
|
|
|
|
|
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WASHINGTON
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(Spokane County)
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|
|
|
|
|
|
|
|
Spokane Downtown
|
|
801 W. Riverside, Ste 400
Spokane, WA 99201
|
|
|
4,818
|
|
|
April 2006
|
|
Lease
|
Spokane Valley
|
|
5211 E. Sprague Avenue
Spokane Valley, WA 99212
|
|
|
16,000
|
|
|
Sept 2006
|
|
Own building
Lease land
|
ADMINISTRATIVE
|
|
|
|
|
|
|
|
|
|
|
(Bonner County)
|
|
|
|
|
|
|
|
|
|
|
Sandpoint Center(3)
|
|
414 Church Street
Sandpoint, ID 83864
|
|
|
26,725
|
|
|
January 2006
|
|
Lease
|
(Kootenai County)
|
|
|
|
|
|
|
|
|
|
|
Coeur dAlene Branch and Administrative Services(1)
|
|
200 W. Neider Avenue
Coeur dAlene, ID 83814
|
|
|
17,600
|
|
|
May 2005
|
|
Own building
Lease land
|
|
|
|
1) |
|
The Coeur dAlene branch is located in the
23,100 square foot branch and administration building
located at 200 W. Neider Avenue in Coeur dAlene.
The branch occupies approximately 5,500 square feet of this
building. |
50
|
|
|
2) |
|
In December 2006, the Company entered in agreements to sell the
Gooding and Canyon Rim branches, and subsequently lease them
back. The sales were completed in January 2007 and the leases
commenced in January 2007. |
|
3) |
|
In January 2006, the Company purchased land on an installment
contract and subsequently began building the 86,100 square
foot Sandpoint Center. In second quarter 2008, the Company
relocated the Sandpoint branch, corporate headquarters and
administrative functions to the Sandpoint Center. The building
also contains technical and training facilities, an auditorium
and community room and space for other professional tenants. In
August 2009, the Company sold the building and provided
financing for the purchase of the building. Due to the
non-recourse financing, the transaction was accounted for using
the financing method. |
|
4) |
|
The Sandpoint branch
drive-up is
located in the 10,000 square foot building which housed the
Sandpoint Branch before it was relocated to the Sandpoint
Center. The square footage of the
drive-up
totals 225 square feet. The Company has leased out part of
the remaining space, and is currently pursuing tenants to occupy
the other vacant square footage in this building. |
|
|
Item 3.
|
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 4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
Not applicable.
PART II
|
|
Item 5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Market
Price and Dividend Information
Bid and ask prices for the Companys Common Stock are
quoted in the Pink Sheets and on the OTC Bulletin Board
under the symbol IMCB.OB As of March 5, 2010,
there were 14 Pink Sheet/Bulletin Board Market Makers. The
range of high and low closing prices for the Companys
Common Stock for each quarter during the two most recent fiscal
years is as follows:
Quarterly
Common Stock Price Ranges
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|
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|
|
|
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|
|
2009
|
|
|
2008
|
|
Quarter
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
1st
|
|
$
|
5.20
|
|
|
$
|
3.40
|
|
|
$
|
15.00
|
|
|
$
|
11.65
|
|
2nd
|
|
|
4.00
|
|
|
|
3.25
|
|
|
|
13.10
|
|
|
|
6.90
|
|
3rd
|
|
|
3.30
|
|
|
|
1.90
|
|
|
|
8.80
|
|
|
|
5.70
|
|
4th
|
|
|
3.50
|
|
|
|
2.06
|
|
|
|
7.25
|
|
|
|
4.32
|
|
At March 5, 2010 the Company had 8,383,379 shares of
common stock outstanding held by approximately
1,013 shareholders. As a bulletin board stock,
Intermountains stock is relatively thinly traded, with
daily average volumes totaling 3,984 in 2009 and 2,418 in 2008,
respectively.
The Company historically has not paid cash dividends, nor does
it expect to pay cash dividends in the near future. The Company
is subject to certain restrictions on the amount of dividends
that it may declare without prior regulatory approval. These
restrictions may affect the amount of dividends the Company may
declare for distribution to its shareholders in the future.
51
Other than discussed below, there have been no securities of the
Company sold within the last three years that were not
registered under the Securities Act of 1933, as amended. The
Company did not make any stock repurchases during the fourth
quarter of 2009.
On December 19, 2008, the Company issued 27,000 shares
of Fixed Rate Cumulative Perpetual Preferred Stock, no par value
with a liquidation preference of $1,000 per share
(Preferred Stock) and a ten-year warrant to purchase
up to 653,226 shares of Common Stock, no par value, as part
of the Troubled Asset Relief Program Capital
Purchase Program of the U.S. Department of Treasury
(U.S. Treasury). The $27.0 million cash
proceeds were allocated between the Preferred Stock and the
warrant to purchase common stock based on the relative estimated
fair values at the date of issuance. The fair value of the
warrants was determined under the Black-Scholes model. The model
includes assumptions regarding the Companys common stock
prices, dividend yield, and stock price volatility as well as
assumptions regarding the risk-free interest rate. The strike
price for the warrant is $6.20 per share.
Dividends on the Preferred Stock will accrue and be paid
quarterly at a rate of 5% per year for the first five years and
thereafter at a rate of 9% per year. The shares of Preferred
Stock have no stated maturity, do not have voting rights except
in certain limited circumstances and are not subject to
mandatory redemption or a sinking fund.
The Preferred Stock has priority over the Companys Common
Stock with regard to the payment of dividends and liquidation
distributions. The Preferred Stock qualifies as Tier 1
capital. The agreement with the U.S. Treasury contains
limitations on certain actions of IMCB, including the payment of
quarterly cash dividends on IMCBs common stock in excess
of current cash dividends paid in the previous quarter and the
repurchase of its common stock during the first three years of
the agreement. In addition, IMCB agreed that, while the
U.S. Treasury owns the Preferred Stock, IMCBs
employee benefit plans and other executive compensation
arrangements for its senior executive officers must comply with
Section 111(b) of the Emergency Economic Stabilization Act
of 2008.
Equity
Compensation Plan Information
The Company has historically maintained equity compensation
plans that provided for the grant of awards to its officers,
directors and employees. These plans consisted of the 1988
Employee Stock Option Plan, the Amended and Restated 1999
Employee Stock Option and Restricted Stock Plan and the
1999 Director Stock Option Plan. Each of these plans has
expired and shares may no longer be awarded under these plans.
However, unexercised options or unvested awards remain under
these plans. Management does not intend at this time to seek
shareholder approval to renew these plans at the 2010 annual
shareholders meeting. The following table sets forth information
regarding shares reserved for issuance pursuant to outstanding
awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
Number of Shares
|
|
|
|
|
|
Remaining Available for
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Plans (Excluding
|
|
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Shares Reflected in
|
|
Plan Category
|
|
(a)
|
|
|
(b)
|
|
|
Column(a) (c))
|
|
|
Equity compensation plans approved by shareholders
|
|
|
351,253
|
|
|
$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
351,253
|
|
|
$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
Five-Year
Stock Performance Graph
The following graph shows a five-year comparison of the total
return to shareholders of Intermountains common stock, the
SNL Securities $500 million to $1 billion Bank Asset
Size Index (SNL Index) and the Russell 2000 Index.
All of these cumulative returns are computed assuming the
reinvestment of dividends at the frequency with which dividends
were paid during the applicable years.
Total
Return Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2004
|
|
|
|
12/31/2005
|
|
|
|
12/31/2006
|
|
|
|
12/31/2007
|
|
|
|
12/31/2008
|
|
|
|
12/31/2009
|
|
Intermountain Community Bancorp
|
|
|
$
|
100
|
|
|
|
$
|
93
|
|
|
|
$
|
144
|
|
|
|
$
|
99
|
|
|
|
$
|
29
|
|
|
|
$
|
16
|
|
SNL Index
|
|
|
$
|
100
|
|
|
|
$
|
102
|
|
|
|
$
|
114
|
|
|
|
$
|
89
|
|
|
|
$
|
55
|
|
|
|
$
|
51
|
|
Russell 2000
|
|
|
$
|
100
|
|
|
|
$
|
103
|
|
|
|
$
|
121
|
|
|
|
$
|
118
|
|
|
|
$
|
77
|
|
|
|
$
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53
|
|
Item 6.
|
SELECTED
FINANCIAL DATA
|
The following selected financial data (in thousands) of the
Company is derived from the Companys historical audited
consolidated financial statements and related notes. The
information set forth below should be read in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the consolidated
financial statements and related notes contained elsewhere in
this
Form 10-K.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, (2)
|
|
|
|
2009(1)(4)
|
|
|
2008(1)(4)
|
|
|
2007(1)(4)
|
|
|
2006(1)(4)
|
|
|
2005(1)
|
|
|
INCOME STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
$
|
53,867
|
|
|
$
|
63,809
|
|
|
$
|
72,858
|
|
|
$
|
59,580
|
|
|
$
|
41,648
|
|
Total interest expense
|
|
|
(16,170
|
)
|
|
|
(20,811
|
)
|
|
|
(26,337
|
)
|
|
|
(17,533
|
)
|
|
|
(10,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
37,697
|
|
|
|
42,998
|
|
|
|
46,521
|
|
|
|
42,047
|
|
|
|
30,931
|
|
Provision for loan losses
|
|
|
(36,329
|
)
|
|
|
(10,384
|
)
|
|
|
(3,896
|
)
|
|
|
(2,148
|
)
|
|
|
(2,229
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for losses on loans
|
|
|
1,368
|
|
|
|
32,614
|
|
|
|
42,625
|
|
|
|
39,899
|
|
|
|
28,702
|
|
Total other income
|
|
|
11,991
|
|
|
|
13,932
|
|
|
|
13,199
|
|
|
|
10,838
|
|
|
|
9,620
|
|
Total other expense
|
|
|
(49,630
|
)
|
|
|
(45,372
|
)
|
|
|
(40,926
|
)
|
|
|
(35,960
|
)
|
|
|
(26,532
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(36,271
|
)
|
|
|
1,174
|
|
|
|
14,898
|
|
|
|
14,777
|
|
|
|
11,790
|
|
Income tax (provision) benefit
|
|
|
14,360
|
|
|
|
80
|
|
|
|
(5,453
|
)
|
|
|
(5,575
|
)
|
|
|
(4,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
(21,911
|
)
|
|
|
1,254
|
|
|
|
9,445
|
|
|
|
9,202
|
|
|
|
7,482
|
|
Preferred stock dividend
|
|
|
1,662
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
(23,573
|
)
|
|
$
|
1,209
|
|
|
$
|
9,445
|
|
|
$
|
9,202
|
|
|
$
|
7,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(2.82
|
)
|
|
$
|
0.15
|
|
|
$
|
1.15
|
|
|
$
|
1.15
|
|
|
$
|
1.06
|
|
Diluted
|
|
$
|
(2.82
|
)
|
|
$
|
0.14
|
|
|
$
|
1.10
|
|
|
$
|
1.07
|
|
|
$
|
0.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
8,361
|
|
|
|
8,295
|
|
|
|
8,206
|
|
|
|
8,035
|
|
|
|
7,078
|
|
Diluted
|
|
|
8,361
|
|
|
|
8,515
|
|
|
|
8,605
|
|
|
|
8,586
|
|
|
|
7,684
|
|
Cash dividends per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, (1)
|
|
|
|
2009(4)
|
|
|
2008(4)
|
|
|
2007(4)
|
|
|
2006(4)
|
|
|
2005(4)
|
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,079,644
|
|
|
$
|
1,105,555
|
|
|
$
|
1,048,659
|
|
|
$
|
920,348
|
|
|
$
|
734,099
|
|
Net loans(3)
|
|
|
655,602
|
|
|
|
752,615
|
|
|
|
756,549
|
|
|
|
664,885
|
|
|
|
555,453
|
|
Deposits
|
|
|
819,321
|
|
|
|
790,412
|
|
|
|
757,838
|
|
|
|
693,686
|
|
|
|
597,519
|
|
Securities sold subject to repurchase agreements
|
|
|
95,233
|
|
|
|
109,006
|
|
|
|
124,127
|
|
|
|
106,250
|
|
|
|
37,799
|
|
Advances from Federal Home Loan Bank
|
|
|
49,000
|
|
|
|
46,000
|
|
|
|
29,000
|
|
|
|
5,000
|
|
|
|
5,000
|
|
Other borrowings
|
|
|
16,527
|
|
|
|
40,613
|
|
|
|
36,998
|
|
|
|
22,602
|
|
|
|
16,527
|
|
Stockholders equity
|
|
|
88,627
|
|
|
|
110,485
|
|
|
|
90,119
|
|
|
|
78,080
|
|
|
|
64,273
|
|
|
|
|
(1) |
|
Certain prior period amounts have been reclassified to conform
to the current periods presentation. |
|
(2) |
|
Earnings per share and weighted average shares outstanding have
been adjusted retroactively for the effect of stock splits and
dividends, including the 10% common stock dividend effective
May 31, 2007. |
54
|
|
|
(3) |
|
Net loans receivable have been adjusted for 2006 and 2005 to
move the allowance for unfunded commitments from the allowance
for loan loss, a component of net loans, to other liabilities. |
|
(4) |
|
Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment, was adopted as of January 1,
2006. During 2009, 2008, 2007 and 2006, stock based compensation
expense was $367,000, $(110,000), $486,000, and $848,000,
respectively. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Key Financial Ratios
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Return on Average Assets
|
|
|
(2.01
|
)%
|
|
|
0.12
|
%
|
|
|
0.96
|
%
|
Return on Average Common Stockholders Equity
|
|
|
(31.17
|
)%
|
|
|
1.35
|
%
|
|
|
11.30
|
%
|
Average Common Stockholders Equity to Average Assets
|
|
|
6.95
|
%
|
|
|
8.49
|
%
|
|
|
8.50
|
%
|
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The following discussion and analysis should be read in
conjunction with the Consolidated Financial Statements and Notes
thereto presented elsewhere in this report. This report contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. For a discussion of
the risks and uncertainties inherent in such statements, see
Business Forward-Looking Statements.
Overview
The Company operates a multi-branch banking system and continues
to plan long-term for the formation and acquisition of banks and
bank branches that can operate under a decentralized community
bank structure. Given current economic conditions and short-term
market uncertainties, the Company scaled back its expansion
plans in 2008, and is currently focused on managing its existing
asset portfolio, preserving its capital and liquidity positions,
and capitalizing on opportunities to selectively grow its core
low-cost deposit base.
Longer term, based on opportunities available in the future, the
Company plans expansion in markets generally located within the
states where it currently operates, and has identified its
primary short-term growth markets as Ada County in Idaho,
Spokane County, Washington, and counties contiguous to its
existing north Idaho and eastern Washington markets. However,
Intermountain currently has branches in Idaho, Oregon and
Washington, which would allow for future expansion in any of
these states without the purchase of another financial
institution. As economic conditions improve in the future, the
Company will pursue a balance of asset and earnings growth by
focusing on increasing its market share in its present
locations, expanding services sold to existing customers,
building new branches and merging
and/or
acquiring community banks that fit closely with the Banks
strategic direction.
Management and the Board of Directors remain committed to
building a fiscally strong, locally focused community banking
organization and further increasing the level of service we
provide our targeted customers and communities. Our long-term
strategic plan calls for a balanced set of asset growth and
profitability goals. We expect to achieve these goals by
employing experienced, knowledgeable and dedicated people and
supporting them with strong technology and training. Please see
the Business Strategy and Opportunities Subsection
of Item 1 on page 5 above for a more detailed
discussion on the Companys strengths and potential
opportunities.
Recent
History
In June 2005, the Company entered the Washington State market by
opening a branch in Spokane Valley, Washington. This branch
allowed the Company to enter into the eastern Washington banking
market and to also better serve its existing customer base. It
added a downtown Spokane location in April 2006 after the Bank
was able to attract a seasoned team of commercial and private
bankers. The Company now offers full service banking and
residential and commercial lending from its Spokane Valley
branch and Spokane downtown offices, which it operates under the
name of Intermountain Community Bank Washington. In
August 2007, the Spokane Valley branch was moved to a larger
facility in a growing small business and retail area. It also
houses a mortgage loan center and some administrative offices.
55
Also in 2005, the Company relocated the Coeur dAlene
branch and administrative office to a combined administrative
and branch office building located on Neider Avenue between
Highway 95 and Government Way in Coeur dAlene. This
facility serves as our primary Coeur dAlene office and
accommodates the Home Loan Center, our centralized real estate
mortgage processing department, various administrative support
departments and our SBA Loan Production Center. The SBA center
was initiated in 2003 to enhance the service, delivery and
efficiency of the Small Business Administration lending process.
In March 2006, the Company opened a branch in Kellogg, Idaho
under the Panhandle State Bank name. In April 2006, the Company
opened a branch in Fruitland, Idaho which operates as
Intermountain Community Bank. In April 2006, the Company also
opened a Trust & Wealth Management division, and began
offering these services to its customers. In September 2006, the
Company opened a second branch in Twin Falls, Idaho, which
operates as Magic Valley Bank. These new branches and divisions
allowed the Company to expand geographically and better serve
its existing customer base.
In September 2006, the Company acquired a small investment
company with which it had maintained a close relationship for
many years, and subsequently renamed the department,
Intermountain Community Investment Services (ICI).
Despite difficult market conditions, ICI has served the needs of
its customers and increased its customer base since the
acquisition. In 2009, the Company combined its Trust and ICI
functions into one unit, now known as Trust and Investment
Services to further integrate the services and offer customers a
more comprehensive investment and wealth management program.
In August 2006, the Company began construction of new
headquarters building in Sandpoint, Idaho, now known as the
Sandpoint Center. The Company relocated its Sandpoint main
branch, corporate headquarters and administrative offices to
this building in 2008, with the Company occupying approximately
47,000 square feet. The remaining rentable space is being
marketed to prospective tenants who provide complementary
services to those of the Bank. In connection with the building,
the Company borrowed $23.1 million from an unaffiliated
bank. This loan was originally due January 19, 2009, was
restructured and extended, and ultimately paid off in August
2009, through the sale of the Sandpoint Center to an
unaffiliated third party. The Bank holds the master lease on the
Sandpoint Center. Because the Company provided the financing for
the purchase of the building on a non-recourse basis, the
transaction was accounted for using the financing method.
The Companys near-term focus is to continue overcoming the
challenges created by the significant downturn in its markets.
It has responded proactively to the present economy in a number
of different ways. In lending, it has tightened loan
underwriting standards, actively reduced concentrations of
riskier loan types, significantly enhanced its credit
administration and credit resolution functions, and more
aggressively pursued government-guaranteed and other lower risk
lending opportunities. On the deposit side, it has successfully
continued to grow deposits while simultaneously reducing its
cost of funds through a disciplined approach focused on
attracting and retaining low-cost transactional deposits.
Intermountain has also made significant efficiency gains in many
areas, including reducing its workforce by 10% since 2007, and
centralizing and automating more of its core deposit and lending
functions. Unfortunately, these cost reduction gains have been
more than offset in the short-term by significantly increased
credit costs. However, when credit costs abate, management
believes the efficiency gains should position the Company for a
return to strong profit levels. In 2010, management plans to
continue and enhance the efforts undertaken above to further
bolster its balance sheet and position the Company for future
opportunities.
Longer-term, the Company will continue its focus on expanding
market share of targeted customers in its existing markets, and
entering new markets in which it can attract and retain strong
employees, subject to capital adequacy levels and regulatory
approval. Management believes that the economy arising out of
the current recession will present a number of new opportunities
for community banks. Its efforts are focused on positioning
Intermountain to take advantage of these opportunities,
particularly through the acquisition of desirable employees and
customers from distressed banks and non-bank institutions. It
will also look for opportunities to acquire other community
banks in both FDIC- and non-FDIC assisted transactions. The
Company has employed these competitive tools to grow market
share over the past ten years, since it began expanding beyond
its Sandpoint base. During this time period, the Company has
grown from eighth overall in market share in the Idaho and
Oregon markets it serves to second, with a consolidated market
share of 13.6%. The Company is the market share leader in
deposits in five of the eleven counties in which it operates (
Source: June 2009 FDIC Survey of Banking
56
Institutions). The Spokane and Boise market areas represent
potential future growth markets for the Company, as total market
deposits in these two counties exceed by a
two-to-one
margin the total market deposits in the Companys other
markets. The Company has a relatively small, but growing
presence in Spokane County with strong local market talent. The
Bank does not have any branches in Ada County, which includes
Boise, but has a number of key managers who came from or worked
in the Boise area, which would allow for potential entry and
expansion into this market in the future. Please see the
Business Strategy and Opportunities, Primary
Market Area and Competition Subsections of
Item 1 beginning on page 5 above for a more detailed
discussion on the Companys strengths, market position and
potential opportunities.
Results
of Operations
For 2009, Intermountains net loss applicable to common
shareholders was $23.6 million or $2.82 per common share.
The Companys return on average equity (ROAE)
and return on average assets (ROAA), common measures
of bank performance, totaled (31.17)% and (2.01)%, respectively.
In comparison, the Company realized net income available to
common stockholders of $1.2 million or $0.14 per share
(diluted) in 2008, and an ROAA and ROAE of 0.12% and 1.35%
respectively. The loss in 2009 resulted from a
$36.3 million provision for loan losses and a decline in
net interest income reflecting very difficult economic and
market conditions.
As of December 31, 2009, total assets decreased to
$1.08 billion, a decrease of $25.9 million or 2.3%,
reflecting conservative balance sheet management in light of the
weak economy. In 2008, assets totaled $1.11 billion, a 5.4%
increase from $1.05 billion at December 31, 2007. The
Company decreased net loans receivable by $97.0 million or
12.9% in 2009, after a much smaller $3.9 million decrease
in 2008. In contrast, total deposits increased by
$28.9 million or 3.7% in 2009, following a
$32.6 million increase in 2008. Loan balance decreases
reflected a combination of lower borrowing demand, tighter
underwriting standards and aggressive management and disposition
of problem assets. Organic growth and market share gains in
virtually all of the Companys markets drove the increases
in deposits.
Net
Interest Income
The Companys net interest income for the year ended
December 31, 2009 was $37.7 million, a decrease of
$5.3 million from the prior year. The decrease in net
interest income resulted from a combination of lower average
asset balances, lower market interest rates, a shift in the mix
of the Companys assets to more conservative,
lower-yielding assets, and higher levels of non-performing
loans. These were partially offset by a smaller decrease in the
cost of interest bearing liabilities. The net interest margin
for the year ended December 31, 2009 was 3.81%, as compared
to 4.50% for 2008 and 5.21% for 2007. A volatile interest rate
environment, in which rates on interest earning assets declined
more rapidly and further than rates on interest-bearing
liabilities created the decrease in the Companys margin
during 2008.
57
The following table provides information on net interest income
for the past three years, setting forth average balances of
interest-earning assets and interest-bearing liabilities, the
interest income earned and interest expense recorded thereon and
the resulting average yield-cost ratios.
Average
Balance Sheets and Analysis of Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2009
|
|
|
|
Average
|
|
|
Interest Income/
|
|
|
Average
|
|
|
|
Balance
|
|
|
Expense
|
|
|
Yield
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable, net(1)
|
|
$
|
736,568
|
|
|
$
|
43,611
|
|
|
|
5.92
|
%
|
Securities(2)
|
|
|
201,709
|
|
|
|
10,079
|
|
|
|
5.00
|
|
Federal funds sold
|
|
|
50,387
|
|
|
|
177
|
|
|
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
988,664
|
|
|
|
53,867
|
|
|
|
5.45
|
%
|
Cash and cash equivalents
|
|
|
18,904
|
|
|
|
|
|
|
|
|
|
Office property and equipment, net
|
|
|
43,238
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
29,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,080,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits of $100,000 or more
|
|
$
|
142,831
|
|
|
$
|
4,338
|
|
|
|
3.04
|
%
|
Other interest-bearing deposits
|
|
|
524,901
|
|
|
|
8,001
|
|
|
|
1.52
|
|
Short-term borrowings
|
|
|
92,507
|
|
|
|
2,347
|
|
|
|
2.54
|
|
Other borrowed funds
|
|
|
62,900
|
|
|
|
1,484
|
|
|
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
823,139
|
|
|
|
16,170
|
|
|
|
1.96
|
%
|
Noninterest-bearing deposits
|
|
|
151,640
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
3,011
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
102,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,080,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
37,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
3.81
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
Average
Balance Sheets and Analysis of Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2008
|
|
|
|
Average
|
|
|
Interest Income/
|
|
|
Average
|
|
|
|
Balance
|
|
|
Expense
|
|
|
Yield
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable, net(1)
|
|
$
|
779,854
|
|
|
$
|
55,614
|
|
|
|
7.13
|
%
|
Securities(2)
|
|
|
155,025
|
|
|
|
7,998
|
|
|
|
5.16
|
|
Federal funds sold
|
|
|
19,937
|
|
|
|
197
|
|
|
|
0.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
954,816
|
|
|
|
63,809
|
|
|
|
6.68
|
%
|
Cash and cash equivalents
|
|
|
22,591
|
|
|
|
|
|
|
|
|
|
Office property and equipment, net
|
|
|
44,372
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
19,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,041,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits of $100,000 or more
|
|
$
|
130,729
|
|
|
$
|
5,176
|
|
|
|
3.96
|
%
|
Other interest-bearing deposits
|
|
|
475,990
|
|
|
|
9,464
|
|
|
|
1.99
|
|
Short-term borrowings
|
|
|
121,055
|
|
|
|
4,385
|
|
|
|
3.62
|
|
Other borrowed funds
|
|
|
70,374
|
|
|
|
1,786
|
|
|
|
2.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
798,148
|
|
|
|
20,811
|
|
|
|
2.61
|
%
|
Noninterest-bearing deposits
|
|
|
145,924
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
6,706
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
90,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,041,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
42,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
4.50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
Average
Balance Sheets and Analysis of Net Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2007
|
|
|
|
Average
|
|
|
Interest Income/
|
|
|
Average
|
|
|
|
Balance
|
|
|
Expense
|
|
|
Yield
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable, net(1)
|
|
$
|
742,310
|
|
|
$
|
65,362
|
|
|
|
8.81
|
%
|
Securities(2)
|
|
|
133,275
|
|
|
|
6,585
|
|
|
|
4.93
|
|
Federal funds sold
|
|
|
17,631
|
|
|
|
911
|
|
|
|
5.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
893,216
|
|
|
|
72,858
|
|
|
|
8.16
|
%
|
Cash and cash equivalents
|
|
|
21,690
|
|
|
|
|
|
|
|
|
|
Office property and equipment, net
|
|
|
32,734
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
19,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
966,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time deposits of $100,000 or more
|
|
$
|
91,960
|
|
|
$
|
4,467
|
|
|
|
4.86
|
%
|
Other interest-bearing deposits
|
|
|
488,075
|
|
|
|
14,302
|
|
|
|
2.93
|
|
Short term borrowings
|
|
|
96,563
|
|
|
|
3,498
|
|
|
|
3.62
|
|
Other borrowed funds
|
|
|
50,961
|
|
|
|
4,070
|
|
|
|
7.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
727,559
|
|
|
|
26,337
|
|
|
|
3.62
|
%
|
Noninterest-bearing deposits
|
|
|
148,586
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
7,066
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
83,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
966,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
46,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
5.21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Non-accrual loans are included in the average balance, but
interest on such loans is not recognized in interest income. |
|
(2) |
|
Municipal interest income is not presented on a tax-equivalent
basis, and represents a small portion of total interest income. |
The following rate/volume analysis depicts the increase
(decrease) in net interest income attributable to
(1) interest rate fluctuations (change in rate multiplied
by prior period average balance), (2) volume fluctuations
(change in average balance multiplied by prior period rate) and
(3) volume/rate (changes in rate multiplied by changes in
volume) when compared to the preceding year.
60
Changes
Due to Volume and Rate 2009 versus 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Volume/Rate
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable, net
|
|
$
|
(3,087
|
)
|
|
$
|
(9,440
|
)
|
|
$
|
524
|
|
|
$
|
(12,003
|
)
|
Securities
|
|
|
2,408
|
|
|
|
(252
|
)
|
|
|
(75
|
)
|
|
|
2,081
|
|
Federal funds sold
|
|
|
301
|
|
|
|
(127
|
)
|
|
|
(194
|
)
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
(378
|
)
|
|
|
(9,819
|
)
|
|
|
255
|
|
|
|
(9,942
|
)
|
Time deposits of $100,000 or more
|
|
|
479
|
|
|
|
(1,206
|
)
|
|
|
(111
|
)
|
|
|
(838
|
)
|
Other interest-earning deposits
|
|
|
972
|
|
|
|
(2,209
|
)
|
|
|
(226
|
)
|
|
|
(1,463
|
)
|
Borrowings
|
|
|
(1,224
|
)
|
|
|
(1,440
|
)
|
|
|
324
|
|
|
|
(2,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
227
|
|
|
|
(4,855
|
)
|
|
|
(13
|
)
|
|
|
(4,641
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
(605
|
)
|
|
$
|
(4,964
|
)
|
|
$
|
268
|
|
|
$
|
(5,301
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
Due to Volume and Rate 2008 versus 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Volume/Rate
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable, net
|
|
$
|
3,306
|
|
|
$
|
(12,425
|
)
|
|
$
|
(629
|
)
|
|
$
|
(9,748
|
)
|
Securities
|
|
|
1,075
|
|
|
|
291
|
|
|
|
47
|
|
|
|
1,413
|
|
Federal funds sold
|
|
|
119
|
|
|
|
(737
|
)
|
|
|
(96
|
)
|
|
|
(714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
4,500
|
|
|
|
(12,871
|
)
|
|
|
(678
|
)
|
|
|
(9,049
|
)
|
Time deposits of $100,000 or more
|
|
|
1,883
|
|
|
|
(826
|
)
|
|
|
(348
|
)
|
|
|
709
|
|
Other interest-bearing deposits
|
|
|
(354
|
)
|
|
|
(4,598
|
)
|
|
|
114
|
|
|
|
(4,838
|
)
|
Borrowings
|
|
|
2,437
|
|
|
|
(2,777
|
)
|
|
|
(1,057
|
)
|
|
|
(1,397
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
3,966
|
|
|
|
(8,201
|
)
|
|
|
(1,291
|
)
|
|
|
(5,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
534
|
|
|
$
|
(4,670
|
)
|
|
$
|
613
|
|
|
$
|
(3,523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Interest Income 2009 Compared to 2008
The Companys net interest income decreased to
$37.7 million in 2009 from $43.0 million in 2008. The
net interest income change attributable to volume changes was an
unfavorable $605,000 from 2008 as the volume of higher yielding
assets, particularly loans, decreased significantly,
overwhelming positive volume changes in securities, Fed Funds
Sold, and borrowings. During 2009, interest rates decreased both
on interest earning assets and interest bearing liabilities;
however, rates continued to decrease more significantly on the
asset side than the liability side. This created a
$5.0 million decrease in net interest income attributable
to rate variances. The separate volume and rate changes along
with a $268,000 increase due to the interplay between rate and
volume factors created a $5.3 million overall decrease in
net interest income for 2009.
The yield on interest-earning assets decreased 1.23% in 2009
from 2008, while the cost of interest-bearing liabilities
decreased 0.65% during the same period. The earning-asset yield
was significantly impacted by managements shift in the mix
of Company assets from the higher-yielding loan portfolio to
lower-yielding fixed income securities and Fed Funds Sold to
enhance Company liquidity. Rates paid on Fed Funds Sold remained
between 0.00% and 0.25% throughout 2009, meaning that the
$43.9 million in average Fed Funds Sold balances earned
only minimal income.
The yield on the Companys loans, at 5.92%, was also down
from the prior year, although the drop was less significant than
in 2008. The Bank maintained about 58% of its portfolio as
variable rate loans, which continued to drop as market rates
remained very low all year. The Bank sought to moderate this
impact by continuing to maintain floors on its variable rate
loans, and emphasizing the higher yielding commercial loan
component of its loan
61
portfolio. High levels of non-accrual loans also significantly
impacted net interest income, as the Company reversed
$1.9 million in interest income on loans placed on
non-accrual status and problem loans. Problem loans include
loans charged off directly or transferred to OREO. This resulted
in an additional 0.26% decrease in the yield on loans. The
investment securities portfolio experienced a 0.16% decrease in
yield in 2009 as spreads tightened on most fixed income
securities and the Company shortened the duration of its
investment portfolio to position it better for anticipated
future higher market rates.
While the significant market rate declines in 2008 and early
2009 also reduced the Companys interest-bearing liability
costs, liability rate decreases continued to lag behind asset
yield changes. The Company experienced pressure on its deposit
rates from some distressed and deposit-starved competitors,
which continued to offer higher than market rates. These market
conditions particularly impacted time and higher-balance money
market rates, which resulted in both smaller and later declines
than in the rates earned on loans and Fed Funds Sold. In
addition, the Company maintains 20.5% of its total deposits, a
relatively high percentage as compared to its peer group, in
non-interest bearing demand deposits, which dont respond
to changing interest rates. The overall result was a drop of
0.65% in the interest expense rate during the year.
Net
Interest Income 2008 Compared to 2007
The Companys net interest income decreased to
$43.0 million in 2008 from $46.5 million in 2007. The
net interest income change attributable to volume increases was
a favorable $534,000 over 2007 as average interest earning
assets increased by $61.6 million and average interest
bearing liabilities increased by $70.6 million. During
2008, interest rates decreased both on the interest earning
assets and interest bearing liabilities; however, rates
decreased more significantly on the asset side than the
liability side. This created a $4.7 million decrease
attributable to rate variances. The separate volume and rate
changes along with a $613,000 increase due to the interplay
between rate and volume factors created a $3.5 million
overall decrease in net interest income for 2008.
The yield on interest-earning assets decreased 1.48% in 2008
from 2007, while the cost of interest-bearing liabilities
decreased 1.01% during the same period. At 1.68%, the loan yield
decrease was relatively steep over the prior year. The Bank
maintained about 62% of its portfolio in variable rate loans,
which responded negatively to the significant reductions in
short-term market rates established by the Federal Reserve
during 2008. The Bank sought to moderate this impact by
implementing floors on its variable rate loans, and increasing
the higher yielding commercial loan component of its loan
portfolio. Reversal of interest on loans placed on non-accrual
status also contributed $465,000 to the overall decrease to
interest income.
The investment securities portfolio experienced a 0.23% increase
in yield in 2008 as the Company purchased higher yielding
mortgage-backed securities and extended the duration of its
investment portfolio during the year to offset the rate
sensitivity of the loan portfolio. During the tumultuous market
conditions of the latter half of 2008, the Company increased its
Fed Funds Sold position significantly. This resulted in a double
negative impact, as Fed Funds Sold yields were generally lower
than other asset yields already and dropped more dramatically as
well.
The significant market rate declines also reduced the
Companys interest-bearing liability costs in 2008.
However, liability rate decreases lagged behind asset yield
changes. In particular, time deposit rates, and other borrowed
funds costs saw smaller and later declines than in the rates
earned on loans and Fed Funds Sold. In addition to normal timing
differences, a highly competitive deposit market and a
short-term disconnect between LIBOR rates and the Federal Funds
target rate created these differences. The overall result was a
drop of only 1.01% in the interest expense rate during the year.
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, and underlying collateral values, as well
as current and potential risks identified in the portfolio. See
the Loan Portfolio discussion in the
Item 1-
Business section beginning on page 13 of this report
for more detailed information on asset quality, loan portfolio
trends and provision for loan loss trends.
62
The provision for losses on loans totaled $36.3 million for
the year ended December 31, 2009, compared to a provision
of $10.4 million for the year ended December 31, 2008.
Net chargeoffs in 2009 totaled $36.2 million compared to
$5.7 million for 2008. The following table summarizes
provision and loan loss allowance activity for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Balance Beginning December 31
|
|
$
|
(16,433
|
)
|
|
$
|
(11,761
|
)
|
Charge-Offs
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
|
5,037
|
|
|
|
1,486
|
|
Commercial real estate loans
|
|
|
3,194
|
|
|
|
186
|
|
Commercial construction loans
|
|
|
4,982
|
|
|
|
663
|
|
Land and land development loans
|
|
|
19,817
|
|
|
|
2,820
|
|
Agriculture loans
|
|
|
988
|
|
|
|
162
|
|
Multifamily loans
|
|
|
53
|
|
|
|
|
|
Residential loans
|
|
|
1,598
|
|
|
|
173
|
|
Residential construction loans
|
|
|
241
|
|
|
|
|
|
Consumer Loans
|
|
|
1,001
|
|
|
|
703
|
|
Municipal Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Charge-offs
|
|
|
36,911
|
|
|
|
6,193
|
|
Recoveries
|
|
|
|
|
|
|
|
|
Commercial Loans
|
|
|
(144
|
)
|
|
|
(53
|
)
|
Commercial real estate loans
|
|
|
|
|
|
|
(1
|
)
|
Commercial construction loans
|
|
|
(1
|
)
|
|
|
|
|
Land and land development loans
|
|
|
(347
|
)
|
|
|
(198
|
)
|
Agriculture loans
|
|
|
|
|
|
|
|
|
Multifamily loans
|
|
|
|
|
|
|
|
|
Residential Loans
|
|
|
(9
|
)
|
|
|
|
|
Residential construction loans
|
|
|
|
|
|
|
|
|
Consumer Loans
|
|
|
(256
|
)
|
|
|
(229
|
)
|
Municipal Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recoveries
|
|
|
(757
|
)
|
|
|
(481
|
)
|
Net charge-offs
|
|
|
36,154
|
|
|
|
5,712
|
|
Transfers
|
|
|
|
|
|
|
|
|
Provision for losses on loans
|
|
|
(36,329
|
)
|
|
|
(10,384
|
)
|
Sale of loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
(16,608
|
)
|
|
$
|
(16,433
|
)
|
Ratio of net charge-offs to loans outstanding
|
|
|
5.38
|
%
|
|
|
0.75
|
%
|
Allowance Unfunded Commitments
|
|
|
|
|
|
|
|
|
Balance Beginning December 31
|
|
$
|
(13
|
)
|
|
$
|
(18
|
)
|
Adjustment
|
|
|
2
|
|
|
|
5
|
|
Transfers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance Unfunded Commitments at end of period
|
|
$
|
(11
|
)
|
|
$
|
(13
|
)
|
The rapid deterioration in both the economy and the local real
estate markets resulted in significant increases in chargeoffs
in 2009 over 2008, This deterioration impacted all of the
Companys loan types and geographical
63
regions, although certain sectors were hit much harder than
others. Mirroring industry trends, borrower delinquencies,
repossessions and foreclosures increased quickly and to levels
not experienced in recent history by the Company.
Simultaneously, collateral values, particularly real estate
prices, fell at a rate and to levels substantially below the
values at loan origination. The combination of rising defaults
and decreasing collateral values created chargeoff levels that
could not be reasonably anticipated prior to 2009. In
particular, most of the Companys chargeoffs resulted from
land development and speculative residential construction loans
reflecting the deep and unprecedented downturn in the housing
market. These loans, which are primarily reliant on the sale of
the asset as the primary repayment source, were hit particularly
hard as sales activity diminished and more distressed properties
entered the market, further depressing collateral values on
assets the Company was liquidating. The downward spiraling real
estate values also required the Company to reserve or chargeoff
additional amounts on loans that were considered collateral
dependent, even if they were not in liquidation.
Geographically, chargeoff activity was concentrated in the
greater Boise, McCall, Coeur dAlene and Twin Falls, Idaho
areas. The Company had higher concentrations of land development
loans in these markets, and these types of loans suffered the
highest rate of default and the most significant collateral
devaluations. The largest single chargeoff the Company
experienced in 2009 was $2.4 million on a commercial
development loan in western Washington. It incurred a number of
other chargeoffs between $1.0 million and
$2.4 million, most of which were on construction and
development loans.
The Company responded to this rapidly deteriorating credit
environment by adjusting its allowance for loan losses
throughout 2008 and 2009. Generally the allowance increased
throughout 2008 and ended 2008 at 2.14% of total loans.
Management continued to add to the allowance until it peaked at
$25.1 million, or 3.43% of total loans in July 2009. As the
Company charged off significant balances in the latter half of
2009, much of which had been previously reserved, the allowance
declined to $16.6 million, or 2.47% of total loans at year
end. At December 31, 2009, the allowance for loan losses
totaled 87.2% of nonperforming loans compared to 60.2% of
nonperforming loans a year ago. This allowance still reflects
higher levels of problem assets and heightened concerns about
current economic and market conditions. However, management
believes that it has already incurred the most significant
losses and reduced its concentrations in riskier assets,
particularly its residential land and construction portfolio.
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 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.
Residential land and construction assets also continue to
comprise most of the nonperforming loans and OREO totals. The
geographic breakout of the nonperforming loans below reflects
the stronger market presence the Company holds in Northern Idaho
and Eastern Washington and reductions in non-performing assets
in the greater
64
Boise market through property sales and loan write downs already
booked. The following table summarizes NPAs by type and
geographic region.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Oregon,
|
|
|
|
|
|
|
|
|
% of Loan
|
|
|
|
North Idaho
|
|
|
Magic
|
|
|
|
|
|
SW Idaho
|
|
|
|
|
|
|
|
|
Type to Total
|
|
NPA by location
|
|
Eastern
|
|
|
Valley
|
|
|
Greater
|
|
|
Excluding
|
|
|
|
|
|
|
|
|
Non-Performing
|
|
12/31/2009
|
|
Washington
|
|
|
Idaho
|
|
|
Boise Area
|
|
|
Boise
|
|
|
Other
|
|
|
Total
|
|
|
Assets
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial loans
|
|
$
|
2,194
|
|
|
$
|
303
|
|
|
$
|
28
|
|
|
$
|
128
|
|
|
$
|
|
|
|
$
|
2,653
|
|
|
|
8.7
|
%
|
Commercial real estate loans
|
|
|
3,096
|
|
|
|
1,182
|
|
|
|
399
|
|
|
|
527
|
|
|
|
31
|
|
|
|
5,235
|
|
|
|
17.1
|
%
|
Commercial construction loans
|
|
|
3,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,133
|
|
|
|
10.4
|
%
|
Land and land development loans
|
|
|
6,568
|
|
|
|
1,153
|
|
|
|
2,337
|
|
|
|
1,122
|
|
|
|
2,875
|
|
|
|
14,055
|
|
|
|
45.9
|
%
|
Agriculture loans
|
|
|
|
|
|
|
|
|
|
|
521
|
|
|
|
313
|
|
|
|
|
|
|
|
834
|
|
|
|
2.7
|
%
|
Multifamily loans
|
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135
|
|
|
|
0.4
|
%
|
Residential real estate loans
|
|
|
2,194
|
|
|
|
|
|
|
|
422
|
|
|
|
199
|
|
|
|
380
|
|
|
|
3,195
|
|
|
|
10.4
|
%
|
Residential construction loans
|
|
|
1,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,264
|
|
|
|
4.1
|
%
|
Consumer loans
|
|
|
64
|
|
|
|
18
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,513
|
|
|
$
|
2,791
|
|
|
$
|
3,713
|
|
|
$
|
2,289
|
|
|
$
|
3,286
|
|
|
$
|
30,592
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of total NPAs
|
|
|
60.5
|
%
|
|
|
9.1
|
%
|
|
|
12.1
|
%
|
|
|
7.5
|
%
|
|
|
10.8
|
%
|
|
|
100.0
|
%
|
|
|
|
|
Percent of NPAs to total loans in each region(1)
|
|
|
5.0
|
%
|
|
|
5.19
|
%
|
|
|
4.5
|
%
|
|
|
1.7
|
%
|
|
|
9.5
|
%
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
(1) |
|
NPAs include both nonperforming loans and OREO |
Information with respect to non-performing loans, classified
loans, troubled debt restructures, non-performing assets, and
loan delinquencies is as follows:
|
|
|
|
|
|
|
|
|
|
|
Loan Quality
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands)
|
|
|
Loans past due in excess of 90 days and still accruing
|
|
$
|
586
|
|
|
$
|
913
|
|
Non-accrual loans
|
|
|
18,468
|
|
|
|
26,365
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
|
|
|
19,054
|
|
|
|
27,278
|
|
OREO
|
|
|
11,538
|
|
|
|
4,541
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets
|
|
$
|
30,592
|
|
|
$
|
31,819
|
|
|
|
|
|
|
|
|
|
|
Classified loans(1)
|
|
$
|
77,176
|
|
|
$
|
53,847
|
|
Troubled debt restructured loans(2)
|
|
$
|
4,604
|
|
|
$
|
13,424
|
|
Non-accrual loans as a percentage of net loans receivable
|
|
|
2.82
|
%
|
|
|
3.50
|
%
|
Total non-performing loans as a % of net loans receivable
|
|
|
2.91
|
%
|
|
|
3.62
|
%
|
Total NPA as a % of loans receivable
|
|
|
4.67
|
%
|
|
|
4.23
|
%
|
Allowance for loan losses (ALLL) as a % of
non-performing loans
|
|
|
87.2
|
%
|
|
|
60.2
|
%
|
Total NPA as a % of total assets
|
|
|
2.83
|
%
|
|
|
2.88
|
%
|
Total NPA as a % of tangible capital + ALLL (Texas
Ratio)
|
|
|
32.85
|
%
|
|
|
27.75
|
%
|
Loan delinquency ratio (30 days and over)
|
|
|
0.93
|
%
|
|
|
0.90
|
%
|
|
|
|
(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. |
65
The $18.5 million balance in non-accrual loans as of
December 31, 2009 consists primarily of residential land,
subdivision and construction loans where repayment is primarily
reliant on selling the asset. These 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 housing market, the Company continues to monitor these
assets closely and revalue the collateral 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 $26.4 million
as of December 31, 2008.
Classified loans also appear to have stabilized during the
latter part of 2009. At December 31, 2009,
Intermountains total internally classified loans were
$77.2 million, compared with $53.8 million at
December 31, 2008. The total balance of classified loans
reached a peak of $96.2 million in July 2009, and have been
reduced $19.0 million since then through aggressive workout
and disposition efforts by the Companys special assets
team. As a percentage of the Companys net loans,
classified loans reached a peak of 13.94% in November 2009, and
dropped to 11.78% of net loans at the end of 2009. Classified
loans to net loans totaled 7.15% at the end of 2008. 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.
The increase in classified loans over 2008 reflects the impact
of the deteriorating economy and real estate conditions
throughout the Companys market area. Unemployment rates
increased significantly, placing additional stress on businesses
and consumers alike. This resulted in more borrowers facing
difficulties in maintaining their ability to service the
Companys debts. At the same time, real estate and other
property valuations declined as well, reducing the ability of
borrowers or the Bank to liquidate assets or rely on other
repayment sources to cover shortfalls in the cash flow required
to service their debts. Construction and land development loans,
in which debt repayment is primarily based on liquidation of
property, were particularly hard hit, as real estate purchase
markets slowed significantly and property values declined. Most
of the increase in classified loans between 2008 and 2009 were
in loans that were real-estate related, particularly
construction and land development.
As a result of the decrease in non-performing loans,
non-performing assets as a percentage of total assets also
improved in the latter part of 2009. Non-performing assets
comprised 2.8% of total assets at December 31, 2009 after
peaking at 5.03% in May 2009, and 2.9% at December 31,
2008. The
30-day and
over loan delinquency rate also improved in the latter part of
2009 and stood at 0.93% at December 31, 2009 versus 3.10%
at its peak in April 2009, and 0.90% at December 31, 2008.
Because of the high level of chargeoffs during the year,
non-performing assets to tangible equity plus the loan loss
allowance (the Texas Ratio) increased slightly, from
27.8% at December 31, 2008 to 32.9% at December 31,
2009, but decreased from its peak of 41.68% in May 2009.
While some indicators of stabilization in both economic trends
and real estate sales and valuations appeared in late 2009,
significant improvement is not forecast for at least 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 2010, but at lower
levels than those experienced in 2009. Subsequent to 2010,
management believes that the credit portfolio will continue to
improve, but problem assets and credit costs may remain at
higher levels 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, 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 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
66
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 does not believe that it needs
to materially alter its
12-month
forward loss projections. It has and continues to incorporate a
number of the recommendations made by the review firm into its
ongoing credit management process.
Other
Income
The following table details dollar amount and percentage changes
of certain categories of other income for the three years ended
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
% of
|
|
|
Change
|
|
|
2008
|
|
|
% of
|
|
|
Change
|
|
|
2007
|
|
|
% of
|
|
Other Income
|
|
Amount
|
|
|
Total
|
|
|
Prev. Yr
|
|
|
Amount
|
|
|
Total
|
|
|
Prev. Yr.
|
|
|
Amount
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Fees and service charges
|
|
$
|
7,394
|
|
|
|
61
|
%
|
|
|
(3
|
)%
|
|
$
|
7,648
|
|
|
|
55
|
%
|
|
|
(2
|
)%
|
|
$
|
7,822
|
|
|
|
59
|
%
|
Loan related fee income
|
|
|
2,467
|
|
|
|
21
|
|
|
|
(11
|
)
|
|
|
2,775
|
|
|
|
20
|
|
|
|
(22
|
)
|
|
|
3,573
|
|
|
|
27
|
|
BOLI income
|
|
|
360
|
|
|
|
3
|
|
|
|
11
|
|
|
|
324
|
|
|
|
2
|
|
|
|
3
|
|
|
|
314
|
|
|
|
2
|
|
Other-than-temporary credit impairment on investment securities
|
|
|
(526
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on sale of securities
|
|
|
1,795
|
|
|
|
15
|
|
|
|
(18
|
)
|
|
|
2,182
|
|
|
|
16
|
|
|
|
(5,842
|
)
|
|
|
(38
|
)
|
|
|
0
|
|
Other income
|
|
|
501
|
|
|
|
4
|
|
|
|
(50
|
)
|
|
|
1,011
|
|
|
|
7
|
|
|
|
(34
|
)
|
|
|
1,528
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,991
|
|
|
|
100
|
%
|
|
|
(14
|
)%
|
|
$
|
13,940
|
|
|
|
100
|
%
|
|
|
6
|
%
|
|
$
|
13,199
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 decreased $254,000 during this
twelve-month period, as slower economic activity resulted in
lower deposit account fees and securities commissions. Deposit
account activity and trust and investment business began to
improve in the latter half of 2009, and the Company has taken
additional steps to bolster its future revenue production in
these areas, including adding sales staff to its Trust and
Investment Service division and enhancing its debit card
program. The Company derived $3.3 million in fee income
directly from consumer deposit accounts and $1.3 million
directly from business deposit accounts in 2009. It is
implementing initiatives to improve income from both areas in
2010 through a combination of reduced waivers, increased pricing
and additional cross-selling of other services. The Company has
also completed its evaluation of the impact of new federal
regulation on overdraft charges effective in July 2010, and is
implementing plans to change its overdraft service program to
comply with the new rules while bolstering income and customer
satisfaction. The Company will be contacting customers by July
and offering them the option to opt in to one of our overdraft
service plans. Despite the Companys efforts, the initial
implementation of the regulation in July 2010 may have a
negative impact on the Companys overdraft income for the
year.
Loan related fee income decreased by 11.1% over the prior year,
as lower fee income from consumer, commercial and real estate
loans offset higher mortgage banking income in 2009. Higher
mortgage volumes were due to record low interest rates and the
federal governments first time homebuyer program. The
Company has reorganized its mortgage operations to improve
revenues and efficiency, and expects further income gains in
2010, particularly if rates remain relatively low during the
year.
Net gains on the sale of securities in 2009 were partially
offset by credit impairments taken on one non-agency guaranteed
mortgage backed security (see the Other-than-Temporary
Impairment subsection on page 26 for more
information). BOLI income reflected slightly higher yields in
the BOLI portfolio. The other income subcategory largely
consists of fees earned on the Companys contract to
maintain deposit accounts used to secure credit card portfolios.
This program began contracting in 2008 as national credit card
activity slowed during the year in
67
response to the slower economy and reduced marketing efforts,
and continued to decline in 2009 as credit and regulatory
conditions worsened and card providers became even more
cautious. The original contract covering these services was
terminated in November 2009, but was replaced with a
transitional contract anticipated to carry through most or all
of 2010. Under the terms of the transitional contract, servicing
income may actually increase in 2010, but then terminate late in
the year or in early 2011. Intermountain is evaluating potential
opportunities to replace some or all of this income through an
internal card program or with new contracts with other card
providers.
Other income totaled $13.9 million in 2008, an increase of
$0.7 million from the prior year. Net gains on the sale of
securities and a small increase in fees and service charge
income offset decreases in mortgage banking and secured savings
contract income.
Operating
Expenses
The following table details dollar amount and percentage changes
of certain categories of other expense for the three years ended
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
% of
|
|
|
Prev.
|
|
|
2008
|
|
|
% of
|
|
|
Prev.
|
|
|
2007
|
|
|
% of
|
|
Other Expense
|
|
Amount
|
|
|
Total
|
|
|
Yr.
|
|
|
Amount
|
|
|
Total
|
|
|
Yr.
|
|
|
Amount
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Salaries and employee benefits
|
|
$
|
22,512
|
|
|
|
45
|
%
|
|
|
(11
|
)%
|
|
$
|
25,301
|
|
|
|
55
|
%
|
|
|
0
|
%
|
|
$
|
25,394
|
|
|
|
62
|
%
|
Occupancy expense
|
|
|
7,515
|
|
|
|
15
|
|
|
|
0
|
|
|
|
7,496
|
|
|
|
17
|
|
|
|
23
|
|
|
|
6,089
|
|
|
|
15
|
|
Advertising
|
|
|
1,351
|
|
|
|
3
|
|
|
|
(8
|
)
|
|
|
1,474
|
|
|
|
3
|
|
|
|
11
|
|
|
|
1,330
|
|
|
|
3
|
|
Fees and service charges
|
|
|
2,940
|
|
|
|
6
|
|
|
|
48
|
|
|
|
1,990
|
|
|
|
4
|
|
|
|
42
|
|
|
|
1,404
|
|
|
|
4
|
|
Printing, postage and supplies
|
|
|
1,352
|
|
|
|
3
|
|
|
|
(6
|
)
|
|
|
1,442
|
|
|
|
3
|
|
|
|
(2
|
)
|
|
|
1,466
|
|
|
|
4
|
|
Legal and accounting
|
|
|
1,734
|
|
|
|
3
|
|
|
|
(1
|
)
|
|
|
1,758
|
|
|
|
4
|
|
|
|
36
|
|
|
|
1,292
|
|
|
|
3
|
|
FDIC assessment
|
|
|
2,373
|
|
|
|
5
|
|
|
|
364
|
|
|
|
511
|
|
|
|
1
|
|
|
|
265
|
|
|
|
140
|
|
|
|
0
|
|
OREO expense
|
|
|
1,427
|
|
|
|
3
|
|
|
|
523
|
|
|
|
229
|
|
|
|
1
|
|
|
|
120
|
|
|
|
104
|
|
|
|
0
|
|
OREO valuation adjustments in the period(1)
|
|
|
3,962
|
|
|
|
8
|
|
|
|
422
|
|
|
|
759
|
|
|
|
2
|
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
Other expense
|
|
|
4,464
|
|
|
|
9
|
|
|
|
1
|
|
|
|
4,412
|
|
|
|
10
|
|
|
|
19
|
|
|
|
3,707
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
49,630
|
|
|
|
100
|
%
|
|
|
9
|
%
|
|
$
|
45,372
|
|
|
|
100
|
%
|
|
|
11
|
%
|
|
$
|
40,926
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amount includes chargedowns and gains/losses on sale of OREO |
Other expenses for 2009 were $49.6 million compared to
$45.4 million in 2008. Higher FDIC insurance premiums,
increased expenses and write downs on the OREO portfolio, and
higher collection and legal fees on loans produced the increase
in overhead in 2009. These expenses totaled $7.8 million in
2009, compared to $1.5 million in 2008. Other non-interest
expense, excluding the credit and FDIC costs noted above,
declined to $41.9 million in 2009 from $43.9 million
in 2008, reflecting the Companys efforts in lowering other
controllable expenses.
Compensation and benefits expense decreased by
$2.8 million, or 11.0% in 2009 compared to 2008. Salaries
and employee benefits continued to be the majority of
non-interest expense in 2009. The Company adopted a number of
additional provisions in 2009 to reduce compensation expense
during the year, including suspending both long-term and
short-term bonus payouts for executives, reducing staffing
levels, eliminating or limiting base salary increases and
reducing other bonus compensation plans. The number of full-time
equivalent employees (FTE) at the Bank decreased
from 418 at December 31, 2008 to 406 at December 31,
2009, a 2.9% decrease, and a 9.8% decrease from the peak of
450 employees in 2007. Most of the staff reductions
occurred in the last half of the year and some involved
severance payouts, resulting in only a partial year impact for
2009. Other incentive compensation expense was also down in
2009, reflecting the suspension of short-term bonuses for
executives and the reduction in performance bonuses paid to
other officers. Stock based compensation expense totaled
$367,000 in 2009 reflecting the amortization of restricted stock
bonuses given in prior years. Stock-based compensation expense
in 2008 was a credit to income of $110,000 as a result of the
2008 reversal of $640,000 in pre-tax expenses accrued
68
in a long-term incentive plan for executives. As a result of
restrained hiring activity, recruitment costs totaled $0 in 2009
versus $44,000 in 2008 and $219,000 in 2007.
Control of compensation expenses continues to be a priority in
2010, as the Company is suspending salary increases for
executives and most other employees, maintaining its hiring
freeze, implementing additional staff reductions and adjusting
other compensation plans. The Company has also suspended new
stock compensation awards for the year. Benefits expenses should
be relatively stable, given the reduced staffing levels and
limited medical and dental premium increases.
Occupancy expenses increased 0.3% for the twelve-month period
ended December 31, 2009 compared to the same period one
year ago, after a 23.1% increase in 2008. The Company
significantly restricted purchases of new furniture, hardware,
software and equipment during 2009 and did not construct, lease
or occupy any new buildings. Limiting this activity offset the
additional expenses incurred as a result of a full-year of
operation in 2009 in the Companys new headquarters
building. The increase in 2008 was comprised of additional
building expense from new facilities opened in 2007 and 2008 and
additional computer hardware and software purchased to enhance
security, compliance and business continuity. In particular, the
Company completed and moved into its new headquarters, the
Sandpoint Center, in early 2008, resulting in increases in
depreciation and other building expenses. The Company expects
occupancy expenses to be relatively stable again in 2010, as
additional costs from replacing obsolete equipment are offset by
reductions in lease expense and depreciation expense from the
disposal or complete depreciation of older assets.
Advertising expenses decreased by 8.3% in 2009 because the
Companys marketing efforts shifted away from expensive
media advertising to more localized and personal marketing
communications. The Company continued to work closely with
customers and shareholders to educate them about local and
national economic conditions. Advertising expenses increased in
2008 versus 2007 as the Company ran unanticipated fall media
campaigns educating consumers on FDIC coverage and emphasizing
the safety and soundness of the Bank in response to high levels
of market stress in the second half of the year. 2010
advertising expenses are expected to remain stable, reflecting
the Companys core deposit growth goals and its
Powered by Community campaign to stimulate local
economies and spur lending demand.
Fees and service charges increased $950,000 in 2009, reflecting
relatively large increases in loan collection and repossession
expenses, and smaller increases in computer services fees and
debit card expenses associated with more customers moving to
online and electronic banking activities, This follows a
$586,000 increase in 2008 resulting from higher computer
services and debit card expenses. While collection and repo
expenses are likely to remain elevated in 2010 and debit card
expenses will likely increase with desired volume increases, the
Company has taken additional steps to control computer services
expenses through re-negotiations with vendors and elimination of
unused services.
Printing and postage expenses decreased by 6.2% in 2009 after
decreasing 1.7% in 2008. The 2009 reduction reflected changes in
the Companys statement processing activities and a
concerted effort by staff to reduce paper and office supply
consumption. The 2008 reduction resulted from changes in
statement production processes, tighter controls of supply
orders and consolidation of vendors. These savings are likely to
continue in 2010 as the Company further evaluates its item and
statement processing activities and eliminates other printing
requirements.
The $24,000 decrease in legal and accounting expenses reflects a
large increase in legal fees related to loan collections, offset
by a reduction in consulting fees associated with a
comprehensive business process improvement study in 2008.
Accounting and audit fees were relatively stable during 2009.
Legal fees related to loan collections are likely to remain
elevated in 2010, but other consulting, accounting and audit
fees are anticipated to decline.
OREO expenses, chargeoffs and losses increased $4.4 million
in 2009 compared to 2008 as OREO activity and balances increased
significantly from the prior year. These expenses are likely to
remain elevated, but lower than in 2009 as the Company continues
to move its problem loans through the collection and liquidation
process. FDIC insurance premiums increased by $1.9 million
or 364% in 2009 compared to 2008. In addition to a $475,000
special assessment paid in September 2009, the Company
experienced higher ongoing FDIC regular assessments during the
year. FDIC insurance premiums are expected to remain elevated as
the FDIC maintains high premium rates to offset additional
losses to its insurance fund.
69
Other expenses, comprising a variety of expenses including
operational losses, and training, telephone, business
development, subscription, insurance, operational and
miscellaneous expenses, was relatively stable during 2009,
increasing 1.2% over the prior year. The 19.0% increase in 2008
over 2007 reflected Company growth and a $467,000 reversal of
the reserve for unfunded loan commitments in 2007 in accordance
with federal guidance issued that year.
Cost management continues to be a high priority for management
in 2010, as the economy remains slow and credit losses remain
elevated. While 2009 presented unique financial challenges,
management continues to target higher efficiency as a critical
priority to offset higher ongoing credit and FDIC costs.
Income
Tax Provision
Intermountain recorded federal and state income tax benefits of
$14.4 million and $80,000 for the twelve months ended
December 31, 2009 and 2008, respectively. The effective tax
rates used to calculate the tax benefit were (39.6%) and (6.83%)
for the years ending December 31, 2009 and 2008,
respectively. The substantial change in the tax benefit and
effective tax rate over the period last year reflects the much
larger pre-tax losses experienced in 2009. Intermountain used
$5.9 million of the tax benefit as a loss carryback to
offset taxes paid in previous years, resulting in an income tax
receivable. Intermountain will apply for the associated refund
and anticipates receiving it in the second quarter of 2010.
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 of $16.9 million
will be realized principally through future reversals of
existing taxable temporary differences. Management further
believes that future taxable income will be sufficient to
realize the benefits of the $6.6 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 a valuation impairment on its tax asset will not be
required in future periods. The net deferred tax asset was
$8.7 million at December 31, 2008.
Financial
Position
Assets. At December 31, 2009,
Intermountains assets were $1.08 billion, down
$25.9 million from $1.11 billion at December 31,
2008. During this period, increases in investments
available-for-sale
and cash and cash equivalents were offset by a decrease in loans
receivable. 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 total
investment portfolio, including investments available for sale,
investments held to maturity and FHLB stock, at
December 31, 2009 was $199.3 million, an increase of
$31.7 million from the December 31, 2008 balance of
$167.5 million. The increase was primarily due to the net
purchase of agency-guaranteed mortgage backed securities
(MBS). Funds for this increase were provided by
increases in deposits and a decrease in the loan portfolio.
During the twelve months ended December 31, 2009, the
Company sold $51.3 million in investment securities
resulting in a net $1.8 million pre-tax gain, while
simultaneously positioning the portfolio to perform better in
unchanged or rising rate environments. As of December 31,
2009, the balance of the unrealized loss on investment
securities, net of federal income taxes, was $3.4 million,
compared to an unrealized loss at December 31, 2008 of
$4.9 million. The unrealized loss for both periods was
primarily caused by the impacts of illiquid markets on the
pricing of some of the Companys non-agency backed mortgage
backed securities.
70
At March 31, 2009, one of the investment securities was
considered to be other than temporarily impaired. 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 other-than-temporary impairment (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.
The Company recorded additional credit loss impairments of
$198,000 and $84,000, respectively in the third and fourth
quarters of 2009, reducing the non-credit value impairment to
$1.2 million. The reduction of the non-credit impairment
during the year is due to the fact that while the present value
of the cash flows expected to be collected deteriorated, the
overall estimated market value of the security improved. The
credit loss on a security is measured as the difference between
the amortized cost basis and the present value of the cash flows
expected to be collected. Projected cash flows are discounted by
the original or current effective interest rate depending on the
nature of the security being measured for potential OTTI. The
remaining impairment related to all other factors, the
difference between the present value of the cash flows expected
to be collected and fair value, is recognized as a charge to
other comprehensive income (OCI). Impairment losses
related to all other factors are presented as separate
categories within OCI. At this time, the Company anticipates
holding the security until its 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 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 security from its amortized cost at the end of each
period.
Loans Receivable. At December 31,
2009 net loans receivable totaled $655.6 million, down
$97.0 million or 12.9% from $752.6 million at
December 31, 2008. During the twelve months ended
December 31, 2009, total loan originations were
$384.0 million compared to $522.9 million for the
prior years comparable period. The decline in originations
from the prior year reflects slowing economic conditions,
decreased borrowing demand and tighter underwriting standards.
As part of its Powered By Community initiative,
the Company continues to market residential, consumer and
commercial lending programs to ensure the credit needs of its
communities are met. See the Loan Portfolio
discussion in the
Item 1-
Business section beginning on page 13 of this report
for more detailed information on loan portfolio quality and
trends.
The following table sets forth the composition of
Intermountains loan portfolio at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial
|
|
$
|
131,562
|
|
|
|
19.57
|
|
|
$
|
139,443
|
|
|
|
18.13
|
|
Commercial real estate
|
|
|
172,726
|
|
|
|
25.69
|
|
|
|
161,628
|
|
|
|
21.00
|
|
Commercial construction
|
|
|
45,581
|
|
|
|
6.78
|
|
|
|
60,057
|
|
|
|
7.81
|
|
Land and land development
|
|
|
88,604
|
|
|
|
13.18
|
|
|
|
136,514
|
|
|
|
17.75
|
|
Agriculture
|
|
|
110,256
|
|
|
|
16.40
|
|
|
|
112,358
|
|
|
|
14.61
|
|
Multifamily
|
|
|
18,067
|
|
|
|
2.69
|
|
|
|
18,617
|
|
|
|
2.42
|
|
Residential real estate
|
|
|
65,544
|
|
|
|
9.75
|
|
|
|
72,301
|
|
|
|
9.40
|
|
Residential construction
|
|
|
16,626
|
|
|
|
2.47
|
|
|
|
40,001
|
|
|
|
5.20
|
|
Consumer
|
|
|
18,287
|
|
|
|
2.72
|
|
|
|
23,245
|
|
|
|
3.02
|
|
Municipal
|
|
|
5,061
|
|
|
|
0.75
|
|
|
|
5,109
|
|
|
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable
|
|
|
672,314
|
|
|
|
100.00
|
|
|
|
769,273
|
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred origination fees
|
|
|
(104
|
)
|
|
|
|
|
|
|
(225
|
)
|
|
|
|
|
Allowance for losses on loans
|
|
|
(16,608
|
)
|
|
|
|
|
|
|
(16,433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net
|
|
$
|
655,602
|
|
|
|
|
|
|
$
|
752,615
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield at end of period
|
|
|
6.15
|
%
|
|
|
|
|
|
|
6.38
|
%
|
|
|
|
|
71
As a result of the Companys efforts to reduce construction
and land development exposure, the Companys commercial
construction, land and land development, and residential
construction portfolios have dropped from $236.6 million,
or 30.8% of total loans receivable at year end 2008 to
$150.8 million or 22.44% of total loans receivable at
December 31, 2009. The Company continues to reduce its
exposure to residential land, construction and subdivision loans
by actively managing and liquidating existing loans in the
portfolio and severely limiting new loan production. As noted
before, loans in this portfolio represent most of the
Companys problem loan portfolio. Builders and developers
in the Companys southwestern Idaho markets have been
particularly hard hit, as oversupply and weak economic factors
have led to rapidly decreasing valuations. In contrast, land and
construction loans in north Idaho and Spokane have fared better
during the current downturn, but are also under some stress.
The commercial real estate portfolio consists of a mix of owner
and non-owner occupied properties. Using FDIC call report data,
about 45% of the portfolio is owner-occupied or farmland, a
proportion that is higher than the Companys UBPR Peer
Group (Source: FFIEC UBPR, December, 2009). Its non-owner
occupied portfolio is comprised of a mix of different properties
throughout its market areas, with no particularly high
concentration in any particular property type. The Company has
lower concentrations in this segment than most of its peers, has
underwritten these properties cautiously, and has generally
avoided riskier types of properties, including speculative
office buildings and strip retail development. While tough
economic conditions are increasing the risk in this portfolio,
it continues to perform reasonably well with relatively low
delinquency and loss rates.
The commercial and agricultural portfolios are comprised of a
mix of small business and agricultural loans across the
Banks footprint that have held up relatively 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. The Company takes advantage of
government financing programs like SBA and USDA when
appropriate, and is targeting these types of loans for further
expansion in 2010.
The residential and consumer portfolios consist primarily of
first and second mortgage loans, unsecured loans to individuals,
and auto, boat and RV loans. These loans have generally been
underwritten with relatively conservative loan to values and
continue to perform well, especially given the economic
challenges.
Management believes that rising unemployment and declining real
estate values will continue to challenge all of the
Companys loan segments in the short-term, leading to
higher credit losses and costs than would be experienced in
normal economic times. However, management believes that the
Companys current portfolio composition and credit
management will enable it to successfully navigate through the
current challenges.
The following table sets forth the composition of
Intermountains loan originations for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
% Change
|
|
|
|
(Dollars in thousands)
|
|
|
Commercial
|
|
$
|
169,095
|
|
|
$
|
212,209
|
|
|
|
(20.3
|
)
|
Commercial real estate(1)
|
|
|
96,589
|
|
|
|
218,071
|
|
|
|
(55.7
|
)
|
Residential real estate
|
|
|
108,568
|
|
|
|
79,812
|
|
|
|
36.0
|
|
Consumer
|
|
|
8,667
|
|
|
|
11,601
|
|
|
|
(25.3
|
)
|
Municipal
|
|
|
1,033
|
|
|
|
1,190
|
|
|
|
(13.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans originated
|
|
$
|
383,952
|
|
|
$
|
522,883
|
|
|
|
(26.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Commercial real estate originations include construction and
land development originations, which were severely limited in
2009 |
2009 origination results reflect declining demand, fewer
qualified applicants, and tighter underwriting conditions in
virtually all categories. The one significant exception,
residential real estate activity, increased significantly,
spurred by record low rates and the federal governments
first time homebuyer credit program. Although this segment will
likely remain somewhat dependent on rates and the federal
program over the next few quarters, the Company has taken
additional steps to increase production and improve the
efficiency of its mortgage banking operations. Tough economic
conditions and high unemployment are likely to depress qualified
borrowing
72
demand in other segments for the next few quarters, until
consumers and businesses feel more optimistic about the future.
While management retains its current focus on improving credit
quality, it is positioning the Company for expansion of
activity, particularly in small and mid-market commercial
lending, and term commercial real estate projects to strong
borrowers able to invest in heavily discounted properties. It
also sees opportunities in expanding agricultural and
government-guaranteed loans, and in making mortgage loans to
otherwise strong rural customers, whose properties dont
meet secondary market mortgage guidelines.
Office Properties and Equipment. Office
properties and equipment decreased 4.2% to $42.4 million
from $44.3 million at December 31, 2008 due primarily
to depreciation recorded for 2009. Reflecting efficiencies
gained from prior infrastructure investments, the Company has
been able to reduce its hardware, software and equipment
purchases.
Per its original plan, the Company sold the Sandpoint Center,
its Company headquarters, in August 2009 to a third party in
order to reduce debt and increase the Companys future
flexibility. The building was sold for $24.8 million with
financing provided by Panhandle State Bank. Because of the
non-recourse financing terms offered by Panhandle State Bank,
the lease is treated as an operating lease utilizing the
financing method for accounting purposes. Consequently, there
was no gain recognized at the time of the transaction and the
building will remain on the consolidated financial statements
with depreciation and interest expense recognized over the life
of the lease. Panhandle State Bank executed an agreement to
lease the building from the purchaser with an initial term of
20 years with three successive options to extend the lease
for an additional 10 years each.
Other Real Estate Owned. Other real estate
owned increased to $11.5 million at December 31, 2009
from $4.5 million at December 31, 2008. The increase
was primarily due to increases in home, land and lot
foreclosures resulting from current economic conditions. The
Company continues to actively market and liquidate its OREO
properties, selling $9.8 million during 2009. See the
Loan Portfolio subsection in the
Business section on page 13 for more
information on the Companys OREO portfolio.
Other
Real Estate Owned Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Balance, beginning of period, January 1
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
$
|
795
|
|
Additions to OREO
|
|
|
20,789
|
|
|
|
4,092
|
|
|
|
896
|
|
Proceeds from sale of OREO
|
|
|
(9,830
|
)
|
|
|
(474
|
)
|
|
|
(9
|
)
|
OREO valuation adjustments in the period(1)
|
|
|
(3,962
|
)
|
|
|
(759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period, December 31
|
|
$
|
11,538
|
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. 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
valuation 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 existed 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
73
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 impairment did exist at the
end of 2009, requiring the Company to engage in Step 2 to
determine the amount of the impairment.
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 or 2008. As this evaluation is based on changing market
conditions and estimates of current and future values and cash
flows, no assurance can be made that an impairment of goodwill
will not be required in future periods.
BOLI and All Other Assets. Bank-owned life
insurance (BOLI) and other assets increased to
$46.4 million at December 31, 2009 from
$28.6 million at December 31, 2008. The increase was
primarily due to increases in the net deferred tax asset,
related to both increased temporary tax differences and an
anticipated tax-loss carryforward resulting from the
Companys 2009 loss. See Income Tax Provision
above for further information on the net deferred tax asset.
Deposits. Total deposits increased
$28.9 million to $819.3 million at December 31,
2009 from $790.4 million at December 31, 2008, despite
slowing economic conditions and competitive market conditions.
The Company continues to focus on low-cost deposit growth from
local customers as a critical priority in building for the
future. Management has shifted resources and implemented
compensation plans, promotional strategies and new products to
spur local deposit growth. See the Deposits
subsection on page 29 above for additional information on
the Companys deposit portfolio.
The following table sets forth the composition of
Intermountains deposits at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
December 31, 2008
|
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
|
(Dollars in thousands)
|
|
|
Demand
|
|
$
|
168,244
|
|
|
|
20.5
|
|
|
$
|
154,265
|
|
|
|
19.4
|
|
NOW and money market 0.0% to 5.25%
|
|
|
340,070
|
|
|
|
41.6
|
|
|
|
321,556
|
|
|
|
40.7
|
|
Savings and IRA 0.0% to 5.75%
|
|
|
77,623
|
|
|
|
9.5
|
|
|
|
78,671
|
|
|
|
10.0
|
|
Certificate of deposit accounts (CDs)
|
|
|
86,381
|
|
|
|
10.5
|
|
|
|
98,744
|
|
|
|
12.5
|
|
Jumbo CDs (CDs $100,000 and over)
|
|
|
82,249
|
|
|
|
10.0
|
|
|
|
63,695
|
|
|
|
8.1
|
|
Brokered CDs
|
|
|
54,428
|
|
|
|
6.6
|
|
|
|
57,956
|
|
|
|
7.3
|
|
CDARS CDs to local customers
|
|
|
10,326
|
|
|
|
1.3
|
|
|
|
15,525
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
819,321
|
|
|
|
100.0
|
|
|
$
|
790,412
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate on certificates of deposit
|
|
|
|
|
|
|
2.52
|
%
|
|
|
|
|
|
|
3.22
|
%
|
Core Deposits as a percentage of total deposits(1)
|
|
|
|
|
|
|
81.6
|
%
|
|
|
|
|
|
|
81.7
|
%
|
Deposits generated from the Companys market area as a % of
total deposits
|
|
|
|
|
|
|
93.4
|
%
|
|
|
|
|
|
|
92.7
|
%
|
|
|
|
(1) |
|
Core deposits consist of non-interest bearing checking, money
market checking, savings accounts, and certificate of deposit
accounts of less than $100,000. |
74
The Company continues to focus on balancing deposit growth with
maintaining and improving its already low cost of funds. Low
cost transaction deposits comprised 62.1% of the Companys
total deposits at December 31, 2009, and grew by
$32.5 million or 6.8% during the past year. Savings and IRA
balances were relatively static during the year, with increases
in IRA balances offsetting declines in savings balances that the
Company maintains as collateral for secured credit cards under a
contract it has held since 2003. The CD portfolio was also
relatively stable, with increases in retail CDs over and under
$100,000 offsetting decreases in brokered and CDARs balances.
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 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 deposit
balances. It emphasizes personalized service, local community
involvement and targeted campaigns to generate deposits, rather
than media campaigns or advertised rate specials. The planned
introduction of new sales platform technology, web-banking
enhancements, and social networking capabilities in 2010 should
spur additional low cost deposit growth.
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 as part of its
liquidity and interest rate risk management efforts. These
borrowings totaled $160.8 million and $195.6 million
at December 31, 2009 and December 31, 2008,
respectively. The decrease resulted from lower repurchase
agreement balances as municipal customers had fewer funds to
invest and moved some funds to higher yielding alternative
investments. In addition, the Company paid off
$23.0 million in debt outstanding from the sale of the
Sandpoint Center. See Liquidity and Sources of Funds
for additional information.
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 and by back-testing the
projections against actual results. Currently, the model and
third-party estimates indicate that Intermountain is
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 two years reflect this, as
short-term market rates fell over the past 24 months,
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 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. More recently, the
Company has shortened the duration of its investment portfolio
and has a large balance in Fed Funds Sold. When combined with
the variable-rate nature of its loan portfolio, the Company is
well-positioned for a rising rate environment.
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. However, in the current tight credit markets,
prepayment speeds, with the exception of first mortgage loans,
are relatively slow even given the significant drop in market
interest rates. Prepayments may affect
75
the levels of loans retained in an institutions portfolio,
as well as its net interest income. 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. Because
of highly unusual current market rate conditions, the results of
modeling indicate potential increases in net interest income in
both a 100 and 300 basis point upward adjustment in
interest rates that are higher than the guidelines established
by management. In addition, potential increases in net income in
a 100 and 300 basis point upward adjustment in interest
rates are higher than 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.
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 through the origination and
retention of variable and fixed-rate consumer, business banking,
construction and commercial real estate loans, which generally
have higher yields than retaining residential permanent loans on
its balance sheet, and 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.
During 2009, the $97.0 million reduction in loan balances
generated a significant amount of additional cash, much of which
was invested in Fed Funds Sold and the available for sale
investment portfolio. These balances are generally easily
pledged, sold or liquidated, enhancing the overall liquidity of
the Company.
Deposits increased to $819.3 million at December 31,
2009 from $790.4 million at December 31, 2008,
primarily due to increases in non-interest bearing demand, NOW
and money market accounts. This increase offset a reduction in
repurchase agreement balances outstanding and other borrowings.
At December 31, 2009 and December 31, 2008, securities
sold subject to repurchase agreements were $95.2 million
and $109.0 million, respectively. The drop reflected
reductions in municipal customer balances related to economic
factors, and the movement of funds by these customers to
higher-yielding sources, both inside and outside the Bank. 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 to maintain
collateral requirements.
Intermountains credit line with FHLB Seattle provides for
borrowings up to a percentage of its total assets subject to
general collateralization requirements. At December 31,
2009, the Companys FHLB Seattle credit line represented a
total borrowing capacity of approximately $121.6 million,
of which $49.0 million was being utilized. Additional
collateralized funding availability at the Federal Reserve
totaled $35.4 million, with no borrowings
76
outstanding under this Borrower in Custody line. Both of these
collateral secured lines could be expanded with the placement of
additional collateral. Overnight-unsecured borrowing lines have
been established at US Bank and Pacific Coast Bankers Bank
(PCBB). At December 31, 2009, the Company had
approximately $35.0 million of overnight funding available
from its unsecured correspondent banking sources. As of
December 31, 2009 there were no unsecured funds borrowed.
In May 2009, the Company negotiated new loan facilities with
Pacific Coast Bankers Bank to refinance the existing holding
company credit line used to construct the Sandpoint Center into
three longer-term, amortizing loans. In August 2009, the Company
sold the Sandpoint Center to a third party, paying off the three
loans with Pacific Coast Bankers Bank.
Intermountain maintains an active liquidity monitoring and
management plan, and has worked aggressively over the past year
to expand its on-balance sheet liquidity and 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 integrated stress testing and potential impacts from its
credit, interest rate and capital risk models into its liquidity
monitoring program. It has established contingency plans for
potential liquidity shortfalls and continues to evaluate new
opportunities to mitigate risk at a reasonable cost. The
Companys current conservative liquidity position has
negatively impacted short-term earnings as a result of
compressed margins, but management believes the approach is
prudent to offset still volatile market conditions. Longer term
and under more normalized market conditions, the Company would
likely redeploy some of its liquid assets into higher-yielding
loans to enhance net interest income and earnings. It also
intends to fund long-term asset growth primarily with low-cost
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 basis, and that current
resources will be sufficient to meet the parent Companys
projected liabilities at least through September 2010.
Management would expect to satisfy any liquidity needs through
borrowings or offerings of equity securities.
Capital
Resources
Intermountains total stockholders equity was
$88.6 million at December 31, 2009, compared with
$110.5 million at December 31, 2008. The decrease in
total stockholders equity was primarily due to the net
loss for the twelve months ended December 31, 2009, and
preferred stock dividends, offset by a small decrease in the
unrealized loss on the investment portfolio. Stockholders
equity was 8.2% of total assets at December 31, 2009 and
10.0% at December 31, 2008. Tangible shareholders
equity as a percentage of tangible assets was 7.2% for
December 31, 2009 and 9.0% for December 31, 2008.
Tangible common equity as a percentage of tangible assets was
4.8% for December 31, 2009 and 6.7% for December 31,
2008.
At December 31, 2009, Intermountain had unrealized losses
of $3.4 million, net of related income taxes, on
investments classified as
available-for-sale
and $678,000 in unrealized losses on cash flow hedges, as
compared to unrealized losses of $4.9 million, net of
related income taxes, on investments classified as
available-for-sale
and $985,000 unrealized losses on cash flow hedges at
December 31, 2008. Improvements in market valuations for
some of the Companys private mortgage backed securities
created most of the improvement since 2008, 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.
77
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 may now permit
the Company to redeem the shares of preferred stock upon
consultation between Treasury and the Companys primary
federal regulator.
The Warrant has a
10-year term
with 50% vesting immediately upon issuance. The remaining 50%
vested on January 1, 2010, because the Company did not
redeem the preferred stock. 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 9 of
Notes to Consolidated Financial Statements.
In 2005, the Company successfully raised $12.0 million in
equity capital through a common stock offering. In this common
stock offering, the Company issued 705,882 common shares and
added $11.9 million to stockholders equity. Other equity
events over the past few years include 10% common stock
dividends effective May 31, 2007, and May 31, 2006,
and a
3-for-2
stock split effective March 10, 2005. All per-share data
computations are calculated after giving retroactive effect to
stock dividends and stock splits.
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
exploring other opportunities to enhance capital levels,
although there can be no assurance in this regard. At
December 31, 2009, Intermountain exceeded both its internal
guidelines and the published regulatory capital requirements to
be considered well-capitalized pursuant to Federal
Financial Institutions Examination Council FFIEC
regulations. However, it has recently executed an informal
Memorandum of Understanding with its primary regulators which,
among other conditions, requires the Company to raise an
additional $30 million in capital by June 16, 2010 and
maintain a 10% Tier 1 capital to average assets ratio.
78
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
December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Well-Capitalized
|
|
|
|
Actual
|
|
|
Requirements
|
|
|
Requirements
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Dollars in thousands)
|
|
|
As of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
$
|
100,553
|
|
|
|
12.52
|
%
|
|
$
|
64,254
|
|
|
|
8
|
%
|
|
$
|
80,317
|
|
|
|
10
|
%
|
Panhandle State Bank
|
|
|
102,095
|
|
|
|
12.72
|
%
|
|
|
64,188
|
|
|
|
8
|
%
|
|
|
80,234
|
|
|
|
10
|
%
|
Tier I capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
90,442
|
|
|
|
11.26
|
%
|
|
|
32,127
|
|
|
|
4
|
%
|
|
|
48,190
|
|
|
|
6
|
%
|
Panhandle State Bank
|
|
|
91,984
|
|
|
|
11.46
|
%
|
|
|
32,094
|
|
|
|
4
|
%
|
|
|
48,141
|
|
|
|
6
|
%
|
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
90,442
|
|
|
|
8.61
|
%
|
|
|
41,997
|
|
|
|
4
|
%
|
|
|
52,497
|
|
|
|
5
|
%
|
Panhandle State Bank
|
|
|
91,984
|
|
|
|
8.67
|
%
|
|
|
42,431
|
|
|
|
4
|
%
|
|
|
53,039
|
|
|
|
5
|
%
|
As of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
$
|
131,648
|
|
|
|
14.47
|
%
|
|
$
|
72,788
|
|
|
|
8
|
%
|
|
$
|
90,985
|
|
|
|
10
|
%
|
Panhandle State Bank
|
|
|
129,426
|
|
|
|
14.22
|
%
|
|
|
72,789
|
|
|
|
8
|
%
|
|
|
90,987
|
|
|
|
10
|
%
|
Tier I capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
120,212
|
|
|
|
13.21
|
%
|
|
|
36,394
|
|
|
|
4
|
%
|
|
|
54,591
|
|
|
|
6
|
%
|
Panhandle State Bank
|
|
|
117,990
|
|
|
|
12.97
|
%
|
|
|
36,395
|
|
|
|
4
|
%
|
|
|
54,592
|
|
|
|
6
|
%
|
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
120,212
|
|
|
|
11.29
|
%
|
|
|
42,606
|
|
|
|
4
|
%
|
|
|
53,258
|
|
|
|
5
|
%
|
Panhandle State Bank
|
|
|
117,990
|
|
|
|
11.37
|
%
|
|
|
41,515
|
|
|
|
4
|
%
|
|
|
51,894
|
|
|
|
5
|
%
|
During 2009, the Company downstreamed $11.0 million as
equity to the Bank. These amounts represent substantially all of
the net proceeds from the sale of the Companys Sandpoint
headquarters (discussed above). This equity contribution by the
Company to the Bank further strengthens the Banks capital
position and liquidity. 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 parent
Company. Consequently, to conserve the liquid assets of the
parent Company, the Companys Board of Directors decided to
defer regularly scheduled interest payments on its outstanding
Junior Subordinated Debentures related to its
Trust Preferred Securities (TRUPS Debentures),
and also defer regular quarterly cash dividend payments on its
preferred stock held by the U.S. Treasury, 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. 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 pending 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.
79
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 December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
Less than
|
|
|
1 to
|
|
|
Over 3 to
|
|
|
More than
|
|
|
|
Total
|
|
|
1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
5 Years
|
|
|
|
(Dollars in thousands)
|
|
|
Long-term debt(1)
|
|
$
|
96,307
|
|
|
$
|
1,291
|
|
|
$
|
62,360
|
|
|
$
|
5,365
|
|
|
$
|
27,291
|
|
Short-term debt
|
|
|
80,661
|
|
|
|
80,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations(2)
|
|
|
14,736
|
|
|
|
1,004
|
|
|
|
1,885
|
|
|
|
1,576
|
|
|
|
10,271
|
|
Direct financing obligations(3)
|
|
|
35,360
|
|
|
|
1,635
|
|
|
|
3,270
|
|
|
|
3,352
|
|
|
|
27,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
227,064
|
|
|
$
|
84,591
|
|
|
$
|
67,515
|
|
|
$
|
10,293
|
|
|
$
|
64,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 3 and 5 of Notes to Consolidated Financial Statements. |
|
(3) |
|
Sandpoint Center Building lease payments related to the direct
financing transaction executed in August 2009. |
Inflation
Substantially all of the assets and liabilities of the Company
are monetary. Therefore, inflation has a less significant impact
on the Company than does the fluctuation in market interest
rates. Inflation can lead to accelerated growth in noninterest
expenses and may be a contributor to interest rate changes, both
of which may impact net earnings. Inflation, as measured by the
Consumer Price Index, increased substantially in early 2008
fueled by higher energy and food prices, but subsided in late
2008 as energy prices collapsed and soft demand reduced
inflationary pressures on other goods and services. The
continuing global recession led to benign inflation and even
deflation in some months of 2009, and is not likely to be a
significant concern in 2010. However, higher rates of inflation
may return in years after 2010, as global demand recovers and
the large US budget and trade deficits may weaken the dollar.
The effects of inflation have not had a material direct impact
on the Company over the past several years.
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
80
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 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 December 31, 2009. 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.
81
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.
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
December 31, 2009, residential mortgage-backed securities
included a security comprised of a pool of mortgages with a
remaining unpaid balance of $3.8 million. Due to the lack
of an orderly market for the security, its fair value was
determined to be $2.2 million at December 31, 2009
based on analytical modeling taking into consideration a range
of factors normally found in an orderly market. Of the
$1.7 million unrealized loss on the security, based on an
analysis of projected cash flows, a total of $526,000 has been
charged to earnings as a credit loss in 2009, including $244,000
in the first quarter, $198,000 in the third quarter, and $84,000
in the fourth quarter. The remaining $1.2 million was
recognized in other comprehensive income. See Notes to
Consolidated Financial Statements, notes 1 and 20 for more
information on the
other-than-temporary
impairment and the calculation of fair or carrying value for the
investment securities. 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, generally
accepted accounting principles require 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 was considered
necessary 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
December 31, 2009, the carrying value of the Companys
goodwill and core deposit intangible was $11.7 million and
$439,000, respectively.
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, other real estate owned is recorded
at fair value of the real estate, less the estimated costs to
sell the real estate. Subsequently, other real estate owned, is
carried at the lower of cost or fair value, and is periodically
re-assessed for impairment based on fair value
82
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 real estate owned 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 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 20 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.
For more information on derivative financial instruments and
hedge accounting, see Note 19 to the Consolidated Financial
Statements.
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 and
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.
83
New
Accounting Pronouncements
Summary of Significant Accounting Policies, Recently
Issued Accounting Pronouncements in the Notes to the
Consolidated Financial Statements, which is included in
Item 8 of this Report, discusses new accounting
pronouncements adopted by Intermountain and the expected impact
of accounting pronouncements recently issued or proposed, but
not yet required to be adopted.
|
|
Item 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Interest
Rate Sensitivity Management
The largest component of the Companys earnings is net
interest income, which can fluctuate widely when interest rate
movements occur. The Banks management is responsible for
minimizing the Companys exposure to interest rate risk.
This is accomplished by developing objectives, goals and
strategies designed to enhance profitability and performance,
while managing risk within specified control parameters. The
ongoing management of the Companys interest rate
sensitivity limits interest rate risk by controlling the mix and
maturity of assets and liabilities. Management continually
reviews the Banks position and evaluates alternative
sources and uses of funds. This includes any changes in external
factors. Various methods are used to achieve and maintain the
desired rate sensitive position, including the sale or purchase
of assets and product pricing.
The Company views any asset or liability which matures, or is
subject to repricing within one year to be interest sensitive
even though an analysis is performed for all other time
intervals as well. The difference between interest-sensitive
assets and interest sensitive liabilities for a defined period
of time is known as the interest sensitivity gap,
and may be either positive or negative. When the gap is
positive, interest sensitive assets generally reprice quicker
than interest sensitive liabilities. When negative, the reverse
occurs. Non-interest assets and liabilities have been positioned
based on managements evaluation of the general sensitivity
of these balances to migrate into rate-sensitive products. This
analysis provides a general measure of interest rate risk but
does not address complexities such as prepayment risk, basis
risk and the Banks customer responses to interest rate
changes.
The Asset/Liability Management Committee of the Company also
periodically reviews the results of a detailed and dynamic
simulation model to quantify the estimated exposure of net
interest income (NII) and the estimated economic value of the
Company to changes in interest rates. The simulation model,
which has been compared to and validated with an independent
third-party model and back-tested against actual results,
illustrates the estimated impact of changing interest rates on
the interest income received and interest expense paid on all
interest bearing assets and liabilities reflected on the
Companys statement of financial condition. This interest
sensitivity analysis is compared to policy limits for risk
tolerance levels of net interest income exposure over a one-year
time horizon, given a 300 and 100 basis point movement in
interest rates. Trends in
out-of-tolerance
conditions are then addressed by the committee, resulting in the
implementation of strategic management intervention designed to
bring interest rate risk within policy targets. A parallel shift
in interest rates over a one-year period is assumed as a base,
with reasonable assumptions made regarding the timing and extent
to which each interest-bearing asset and liability responds to
the changes in market rates. The original assumptions were made
based on industry averages and the companys own
experience, and have been modified based on the Companys
continuing analysis of its actual versus expected performance,
and after consultations with an outside consultant. The
following table represents the estimated sensitivity of the
Companys net interest income as of December 31, 2009
and 2008 compared to the established policy limits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
2008
|
|
|
|
|
12 Month Cumulative% effect on NII
|
|
Policy Limit %
|
|
|
12-31-09
|
|
|
Policy Limit %
|
|
|
12-31-08
|
|
|
+100bp
|
|
|
+5.0 to −3.0
|
|
|
|
6.09
|
|
|
|
+5.0 to −3.0
|
|
|
|
4.36
|
|
+300bp
|
|
|
+10.0 to −8.0
|
|
|
|
16.97
|
|
|
|
+10.0 to −8.0
|
|
|
|
13.51
|
|
−100bp
|
|
|
+5.0 to −3.0
|
|
|
|
2.97
|
|
|
|
+5.0 to −3.0
|
|
|
|
1.90
|
|
−300bp
|
|
|
+10.0 to −8.0
|
|
|
|
N/A
|
|
|
|
+10.0 to −8.0
|
|
|
|
−0.76
|
|
The model results for both years fall within the risk tolerance
guidelines established by the committee, except that the
positive impact on net interest income of rising rates generally
exceeds the Companys guidelines. Management considers a 3%
rate increase reasonably likely; however, the impact would be
positive on the
84
Companys net interest income. The rapid and sharp drop in
market rates over the past 18 months, and the current level
of the Federal Funds target rate at a range between 0.00 and
0.25% is unprecedented. This created significant challenges for
interest rate risk management in both 2008 and 2009 and is
reflected in the significant reduction in net interest income
during this period. Given the highly unusual current market rate
conditions and the potential for rapidly rising rates at some
point in the future, Company management continues to refine and
expand its interest rate risk modeling, and is responding to the
results by proactively managing its balance sheet. Based on the
results of its continuing evaluations, management believes that
its interest rate risk position is moderate and that it is
well-prepared for future likely changes in market rates.
The following table displays the Banks balance sheet based
on the repricing schedule of 3 months, 3 months to
1 year, 1 year to 5 years and over 5 years.
Asset/Liability
Maturity Repricing Schedule
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After Three
|
|
|
After One
|
|
|
|
|
|
|
|
|
|
|
|
|
Months
|
|
|
Year but
|
|
|
|
|
|
|
|
|
|
Within Three
|
|
|
but within
|
|
|
within Five
|
|
|
After Five
|
|
|
|
|
|
|
Months
|
|
|
One Year
|
|
|
Years
|
|
|
Years
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Loans receivable and held for sale
|
|
$
|
203,876
|
|
|
$
|
139,716
|
|
|
$
|
257,786
|
|
|
$
|
77,621
|
|
|
$
|
678,999
|
|
Securities
|
|
|
9,292
|
|
|
|
26,774
|
|
|
|
66,104
|
|
|
|
97,100
|
|
|
|
199,270
|
|
Federal funds sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time certificates and interest-bearing cash
|
|
|
83,066
|
|
|
|
550
|
|
|
|
|
|
|
|
|
|
|
|
83,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
296,234
|
|
|
|
167,040
|
|
|
|
323,890
|
|
|
|
174,721
|
|
|
|
961,885
|
|
Allowance for loan losses
|
|
|
(4,987
|
)
|
|
|
(3,417
|
)
|
|
|
(6,305
|
)
|
|
|
(1,899
|
)
|
|
|
(16,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets, net
|
|
$
|
291,247
|
|
|
$
|
163,623
|
|
|
$
|
317,585
|
|
|
$
|
172,822
|
|
|
$
|
945,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits(1)
|
|
$
|
340,070
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
340,070
|
|
Savings deposits and IRA(1)
|
|
|
59,184
|
|
|
|
12,097
|
|
|
|
6,342
|
|
|
|
|
|
|
|
77,623
|
|
Time certificates of deposit accounts
|
|
|
22,091
|
|
|
|
130,768
|
|
|
|
80,423
|
|
|
|
103
|
|
|
|
233,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
421,345
|
|
|
|
142,865
|
|
|
|
86,765
|
|
|
|
103
|
|
|
|
651,078
|
|
Repurchase agreements
|
|
|
95,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,233
|
|
FHLB advances
|
|
|
|
|
|
|
15,000
|
|
|
|
34,000
|
|
|
|
|
|
|
|
49,000
|
|
Other borrowed funds
|
|
|
16,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
$
|
533,105
|
|
|
$
|
157,865
|
|
|
$
|
120,765
|
|
|
$
|
103
|
|
|
$
|
811,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate sensitivity gap
|
|
$
|
(241,858
|
)
|
|
$
|
5,758
|
|
|
$
|
196,820
|
|
|
$
|
172,719
|
|
|
$
|
133,439
|
|
Cumulative gap
|
|
$
|
(241,858
|
)
|
|
$
|
(236,100
|
)
|
|
$
|
(39,280
|
)
|
|
$
|
133,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes deposits with no stated maturity. |
85
The following table displays expected maturity information and
corresponding interest rates for all interest-sensitive assets
and liabilities at December 31, 2009.
Expected
Maturity Date at December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2011-12
|
|
|
2013-14
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
Interest-sensitive assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
$
|
59,319
|
|
|
$
|
26,442
|
|
|
$
|
20,788
|
|
|
$
|
25,013
|
|
|
$
|
131,562
|
|
Average interest rate
|
|
|
6.10
|
%
|
|
|
6.09
|
%
|
|
|
6.76
|
%
|
|
|
6.12
|
%
|
|
|
|
|
Commercial real estate loans
|
|
|
34,811
|
|
|
|
29,718
|
|
|
|
24,645
|
|
|
|
83,552
|
|
|
|
172,726
|
|
Average interest rate
|
|
|
6.20
|
%
|
|
|
6.95
|
%
|
|
|
6.80
|
%
|
|
|
7.10
|
%
|
|
|
|
|
Commercial construction loans
|
|
|
40,629
|
|
|
|
17,291
|
|
|
|
2,603
|
|
|
|
6,771
|
|
|
|
67,294
|
|
Average interest rate
|
|
|
5.15
|
%
|
|
|
5.16
|
%
|
|
|
6.39
|
%
|
|
|
6.90
|
%
|
|
|
|
|
Agriculture loans
|
|
|
71,914
|
|
|
|
11,735
|
|
|
|
14,419
|
|
|
|
12,188
|
|
|
|
110,256
|
|
Average interest rate
|
|
|
5.96
|
%
|
|
|
6.31
|
%
|
|
|
6.64
|
%
|
|
|
7.14
|
%
|
|
|
|
|
Multifamily loans
|
|
|
704
|
|
|
|
714
|
|
|
|
16,199
|
|
|
|
449
|
|
|
|
18,066
|
|
Average interest rate
|
|
|
5.63
|
%
|
|
|
6.89
|
%
|
|
|
5.77
|
%
|
|
|
8.00
|
%
|
|
|
|
|
Residential loans(1)
|
|
|
6,223
|
|
|
|
7,446
|
|
|
|
11,489
|
|
|
|
40,387
|
|
|
|
65,545
|
|
Average interest rate
|
|
|
7.47
|
%
|
|
|
7.57
|
%
|
|
|
6.87
|
%
|
|
|
6.18
|
%
|
|
|
|
|
Residential construction loans
|
|
|
57,446
|
|
|
|
23,896
|
|
|
|
970
|
|
|
|
1,206
|
|
|
|
83,518
|
|
Average interest rate
|
|
|
6.11
|
%
|
|
|
6.41
|
%
|
|
|
6.91
|
%
|
|
|
7.66
|
%
|
|
|
|
|
Consumer loans
|
|
|
6,537
|
|
|
|
5,496
|
|
|
|
2,804
|
|
|
|
3,449
|
|
|
|
18,286
|
|
Average interest rate
|
|
|
6.92
|
%
|
|
|
8.10
|
%
|
|
|
7.97
|
%
|
|
|
7.95
|
%
|
|
|
|
|
Municipal loans
|
|
|
713
|
|
|
|
616
|
|
|
|
960
|
|
|
|
2,772
|
|
|
|
5,061
|
|
Average interest rate
|
|
|
4.76
|
%
|
|
|
5.62
|
%
|
|
|
4.25
|
%
|
|
|
4.94
|
%
|
|
|
|
|
Investments
|
|
|
36,067
|
|
|
|
48,501
|
|
|
|
16,497
|
|
|
|
98,205
|
|
|
|
199,270
|
|
Average interest rate
|
|
|
3.38
|
%
|
|
|
4.17
|
%
|
|
|
5.63
|
%
|
|
|
5.09
|
%
|
|
|
|
|
Federal funds sold
|
|
|
81,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,715
|
|
Average interest rate
|
|
|
0.23
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
Certificates and interest bearing cash
|
|
|
1,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,841
|
|
Average interest rate
|
|
|
0.18
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-sensitive assets
|
|
$
|
397,919
|
|
|
$
|
171,855
|
|
|
$
|
111,374
|
|
|
$
|
273,992
|
|
|
$
|
955,140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits and IRA
|
|
$
|
71,281
|
|
|
$
|
4,953
|
|
|
$
|
1,389
|
|
|
$
|
|
|
|
$
|
77,623
|
|
Average interest rate
|
|
|
0.62
|
%
|
|
|
3.43
|
%
|
|
|
3.51
|
%
|
|
|
0.00
|
%
|
|
|
|
|
NOW and money market
|
|
|
340,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
340,070
|
|
Average interest rate
|
|
|
0.98
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
Certificates of deposit accounts
|
|
|
186,580
|
|
|
|
43,976
|
|
|
|
2,829
|
|
|
|
|
|
|
|
233,385
|
|
Average interest rate
|
|
|
3.02
|
%
|
|
|
3.65
|
%
|
|
|
4.34
|
%
|
|
|
0.00
|
%
|
|
|
|
|
Repurchase agreements
|
|
|
95,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,233
|
|
Average interest rate
|
|
|
0.36
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
|
|
Other borrowed funds
|
|
|
15,000
|
|
|
$
|
30,000
|
|
|
|
4,000
|
|
|
|
16,527
|
|
|
|
65,527
|
|
Average interest rate
|
|
|
3.59
|
%
|
|
|
1.97
|
%
|
|
|
3.11
|
%
|
|
|
3.49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-sensitive liabilities
|
|
$
|
708,164
|
|
|
$
|
78,929
|
|
|
$
|
8,218
|
|
|
$
|
16,527
|
|
|
$
|
811,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes loans held for sale. |
86
Management will continue to refine its interest rate risk
management by performing ongoing validity testing of the current
model, expanding the number of scenarios tested, and enhancing
its modeling techniques. Because of the importance of effective
interest-rate risk management to the Companys performance,
management will also continue to obtain review and advice from
independent external consultants.
|
|
Item 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
The required information is contained on pages F-1 through F-51
of this
Form 10-K.
|
|
Item 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
There have been no changes in or disagreements with
Intermountains independent accountants on accounting and
financial statement disclosures.
|
|
Item 9A.
|
CONTROLS
AND PROCEDURES
|
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 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.
There were no changes in internal control over financial
reporting (as defined in Exchange Act
Rules 13a-15(f)
and
15d-15(f)),
during the fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal
control over financial reporting.
Managements
Report on Internal Control Over Financial Reporting
Intermountains management, including the principal
executive officer and principal financial officer, is
responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Exchange Act
Rules 13a-15(f).
Under the supervision and with the participation of
Intermountains management, Intermountain conducted an
evaluation of the effectiveness of its internal control over
financial reporting based on the framework described in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO Framework). Based on
managements evaluation under the COSO Framework,
Intermountains management has concluded that
Intermountains internal control over financial reporting
was effective as of December 31, 2009.
The effectiveness of Intermountains internal control over
financial reporting as of December 31, 2009 has been
attested to by BDO Seidman, LLP, the independent registered
public accounting firm that audited the financial statements
included in Intermountains Annual Report on
Form 10-K,
as stated in their report which is included herein.
87
Report of
Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Intermountain Community Bancorp
Sandpoint, Idaho
We have audited Intermountain Community Bancorps (Company)
internal control over financial reporting as of
December 31, 2009, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Intermountain Community
Bancorps management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Item 9A,
Controls and Procedures. Our responsibility is to express an
opinion on the companys internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Intermountain Community Bancorp maintained, in
all material respects, effective internal control over financial
reporting as of December 31, 2009, based on the COSO
criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Intermountain Community Bancorp
as of December 31, 2009 and 2008, and the related
consolidated statements of operations, comprehensive income
(loss), changes in stockholders equity, and cash flows for
each of the three years in the period ended December 31,
2009 and our report dated March 19, 2010 expressed an
unqualified opinion thereon.
/s/ BDO Seidman, LLP
Spokane, Washington
March 19, 2010
88
Changes
in Internal Control over Financial Reporting
There were no changes in internal control over financial
reporting (as defined in Exchange Act
Rules 13a-15(f)
and
15d-15(f)),
during our fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, our internal
control over financial reporting.
|
|
Item 9B.
|
OTHER
INFORMATION
|
The Company held a Special Shareholders Meeting on
February 25, 2010. A brief description of each matter voted
upon and the number of votes cast for, against or withheld is
presented below:
Proposal No. 1 approval to amend the
Companys Amended and Restated Articles of Incorporation to
(i) increase the number of shares of common stock
authorized for issuance from 29,040,000 to
300,000,000 shares:
|
|
|
|
|
Number of shares cast FOR:
|
|
|
6,664,523
|
|
Number of shares cast AGAINST:
|
|
|
597,504
|
|
Number of shares ABSTAINING:
|
|
|
17,500
|
|
Proposal No. 2 approval to effect a
reverse stock split by a ratio of not less than
one-for-two
and not more than
one-for-ten
at any time prior to April 30, 2011, with the exact ratio
to be determined by the Board, and to also reduce the number of
authorized shares of common stock available for issuance by the
reverse stock split ratio:
|
|
|
|
|
Number of shares cast FOR:
|
|
|
6,743,538
|
|
Number of shares cast AGAINST:
|
|
|
520,362
|
|
Number of shares ABSTAINING:
|
|
|
15,626
|
|
Proposal No. 3 approval to authorize an
adjournment of the special meeting if deemed necessary:
|
|
|
|
|
Number of shares cast FOR:
|
|
|
6,835,086
|
|
Number of shares cast AGAINST:
|
|
|
397,743
|
|
Number of shares ABSTAINING:
|
|
|
41,944
|
|
The Amendment to increase the number of shares of common stock
was filed with the Idaho Secretary of State on February 25,
2010. The amendment to effect the reverse stock split will not
be filed and become effective until such time as the Board, in
its sole discretion, determines it appropriate to implement the
reverse split to maximize the anticipated benefit of the
shareholders.
PART III
|
|
Item 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
In response to this Item, the information set forth in
Intermountains Proxy Statement dated March 29, 2010
(2010 Proxy Statement) under the headings
Information with Respect to Nominees and Other
Directors, Meetings and Committees of the Board of
Directors, Executive Compensation, and
Security Ownership of Certain Beneficial Owners and
Management and Compliance with Section 16(a)
filing requirements are incorporated herein by reference.
Information concerning Intermountains Audit Committee
financial expert is set forth under the caption Meetings
and Committees of the Board of Directors in
Intermountains 2010 Proxy Statement and is incorporated
herein by reference.
Intermountain has adopted a Code of Ethics that applies to all
Intermountain employees and directors, including
Intermountains senior financial officers. The Code of
Ethics is publicly available on Intermountains website at
http://www.Intermountainbank.com,
and is included as Exhibit 14 to this report.
89
|
|
Item 11.
|
EXECUTIVE
COMPENSATION
|
In response to this Item, the information set forth in the 2010
Proxy Statement under the heading Directors
Compensation and Executive Compensation is
incorporated herein.
|
|
Item 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
In response to this Item, the information set forth in
Intermountains 2010 Proxy Statement under the heading
Security Ownership of Certain Beneficial Owners and
Management is incorporated herein.
|
|
Item 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
In response to this Item, the information set forth in
Intermountains 2010 Proxy Statement under the heading
Certain Relationships and Related Transactions is
incorporated herein.
|
|
Item 14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES
|
In response to this Item, the information set forth in
Intermountains 2010 Proxy Statement under the headings
Ratification of Appointment of Independent Auditors
and Independent Registered Public Accounting Firm is
incorporated herein.
90
PART IV
|
|
Item 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a)(1) Audited Consolidated Financial Statements
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2009 and 2008
|
|
|
|
Consolidated Statements of Operations for the years ended
December 31, 2009, 2008 and 2007
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the
years ended December 31, 2009, 2008 and 2007
|
|
|
|
Consolidated Statements of Changes in Stockholders Equity
for the years ended December 31, 2009, 2008 and 2007
|
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2009, 2008 and 2007
|
|
|
|
Summary of Accounting Policies
|
|
|
|
Notes to Consolidated Financial Statements
|
(a)(2) Financial Statement Schedules have been omitted as they
are not applicable or the information is included in the
Consolidated Financial Statements
(b) Exhibits: See Exhibit Index
91
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERMOUNTAIN COMMUNITY BANCORP
(Registrant)
Curt Hecker
President and Chief Executive Officer
March 19, 2010
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Curt
Hecker
Curt
Hecker
|
|
President and Chief Executive Officer, Principal Executive
Officer, Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Douglas
Wright
Douglas
Wright
|
|
Executive Vice President and Chief Financial Officer, Principal
Financial and Principal Accounting Officer
|
|
March 19, 2010
|
|
|
|
|
|
/s/ John
B. Parker
John
B. Parker
|
|
Chairman of the Board, Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Charles
L. Bauer
Charles
L. Bauer
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ James
T. Diehl
James
T. Diehl
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Ford
Elsaesser
Ford
Elsaesser
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Ronald
Jones
Ronald
Jones
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Maggie
Y. Lyons
Maggie
Y. Lyons
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Jim
Patrick
Jim
Patrick
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Michael
J. Romine
Michael
J. Romine
|
|
Director
|
|
March 19, 2010
|
|
|
|
|
|
/s/ Jerrold
Smith
Jerrold
Smith
|
|
Executive Vice President and Director
|
|
March 19, 2010
|
92
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
3
|
.1
|
|
Amended and Restated Articles of Incorporation
|
|
3
|
.2
|
|
Articles of Amendment filed February 25, 2010
|
|
3
|
.3
|
|
Amended and Restated Bylaws(1)
|
|
4
|
.1
|
|
Form of Stock Certificate(2)
|
|
4
|
.2
|
|
Certificate of Designations with respect to Fixed Rate
Cumulative Perpetual Preferred Stock, Series A (filed as
part of the Amended and Restated Articles of Incorporation)(3)
|
|
4
|
.3
|
|
Warrant to Purchase Common Stock of the Company dated
December 19, 2008(3)
|
|
4
|
.4
|
|
Form of Preferred Stock Certificate(3)
|
|
10
|
.1*
|
|
Second Amended and Restated 1999 Employee Stock Option and
Restricted Stock Plan(2)
|
|
10
|
.2*
|
|
Form of Employee Option Agreement(2)
|
|
10
|
.3*
|
|
Form of Restricted Stock Award Agreement(4)
|
|
10
|
.4*
|
|
Amended and Restated Director Stock Option Plan(5)
|
|
10
|
.5*
|
|
Form of Director Restricted Stock Award Agreement(4)
|
|
10
|
.6*
|
|
Form of Stock Purchase Bonus Agreement(4)
|
|
10
|
.7*
|
|
Amended and Restated Employment Agreement with Curt Hecker dated
January 1, 2008(4)
|
|
10
|
.8*
|
|
Amended and Restated Salary Continuation and Split Dollar
Agreement for Curt Hecker dated January 1, 2008(4)
|
|
10
|
.9*
|
|
Amended and Restated Employment Agreement with Jerry Smith dated
January 1, 2008(4)
|
|
10
|
.10*
|
|
Amended and Restated Salary Continuation and Split Dollar
Agreement with Jerry Smith dated January 1, 2008(4)
|
|
10
|
.11*
|
|
Amended and Restated Executive Severance Agreement with Douglas
Wright dated January 1, 2008(4)
|
|
10
|
.12*
|
|
Amended and Restated Executive Severance Agreement with John
Nagel dated December 27, 2007(4)
|
|
10
|
.13*
|
|
Amended and Restated Executive Severance Agreement with Pam
Rasmussen dated December 28, 2007(4)
|
|
10
|
.14*
|
|
Executive Incentive Plan(6)
|
|
10
|
.15*
|
|
Retention Bonus Agreement for Dale Schuman dated July 29,
2008(7)
|
|
10
|
.16*
|
|
Form of Executive Compensation Letter(3)
|
|
10
|
.17
|
|
Letter Agreement including the Securities Purchase
Agreement Standard Terms incorporated herein,
between the Company and the United States Department of the
Treasury dated December 19, 2008(3)
|
|
10
|
.18
|
|
Real Estate Purchase and Sale Agreement dated as of
August 26, 2009 by and between the Company, as seller, and
Sandpoint Center II, LLC, as buyer(8)
|
|
10
|
.19
|
|
Lease Agreement dated as of August 28, 2009 by and between
Sandpoint Center, LLC and Sandpoint Center II, LLC, as landlord,
and Panhandle State Bank, as tenant(8)
|
|
14
|
|
|
Code of Ethics(6)
|
|
21
|
|
|
Subsidiaries of the Registrant
|
|
23
|
|
|
Consent of BDO Seidman, LLP
|
|
31
|
.1
|
|
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002
|
|
32
|
|
|
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
|
|
99
|
.1
|
|
Chief Executive Officer TARP Certification
|
|
99
|
.2
|
|
Chief Financial Officer TARP Certification
|
|
|
|
* |
|
Denotes Compensatory plan or arrangement |
|
(1) |
|
Incorporated by reference to the Exhibit 3.1 of the
Registrants Current Report on
Form 8-K
filed September 8, 2004 |
|
(2) |
|
Incorporated by reference to Exhibits 4.1, 10.1 and 10.3 of
the Registrants Form 10, as amended on July 1,
2004 |
93
|
|
|
(3) |
|
Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.1
and 10.2 of the Registrants Current Report on Form
8-K filed
December 19, 2008 |
|
(4) |
|
Incorporated by reference to Exhibits 10.3 and
10-6
10.14 of the Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 |
|
(5) |
|
Incorporated by reference to Exhibit 10.1 of the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 |
|
(6) |
|
Incorporated by reference to Exhibits 10.20 and 14 of the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006 |
|
(7) |
|
Incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on
Form 8-K
filed August 15, 2008 |
|
(8) |
|
Incorporated by reference to Exhibits 10.1 and 10.2 of the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2009 |
94
Report of
Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Intermountain Community Bancorp
Sandpoint, Idaho
We have audited the accompanying consolidated balance sheets of
Intermountain Community Bancorp as of December 31, 2009 and
2008 and the related consolidated statements of operations,
comprehensive income (loss), stockholders equity, and cash
flows for each of the three years in the period ended
December 31, 2009. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Intermountain Community Bancorp at December 31,
2009 and 2008, and the results of its operations and its cash
flows for each of the three years in the period ended
December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Intermountain Community Bancorp s internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report
dated March 19, 2010 expressed an unqualified opinion
thereon.
/s/ BDO Seidman, LLP
Spokane, Washington
March 19, 2010
F-1
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
ASSETS
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Interest-bearing
|
|
$
|
83,617
|
|
|
$
|
1,354
|
|
Non-interest bearing and vault
|
|
|
19,572
|
|
|
|
21,553
|
|
Restricted cash
|
|
|
2,508
|
|
|
|
468
|
|
Federal funds sold
|
|
|
|
|
|
|
71,450
|
|
Available-for-sale
securities, at fair value
|
|
|
181,784
|
|
|
|
147,618
|
|
Held-to-maturity
securities, at amortized cost
|
|
|
15,177
|
|
|
|
17,604
|
|
Federal Home Loan Bank of Seattle stock, at cost
|
|
|
2,310
|
|
|
|
2,310
|
|
Loans held for sale
|
|
|
6,574
|
|
|
|
933
|
|
Loans receivable, net
|
|
|
655,602
|
|
|
|
752,615
|
|
Accrued interest receivable
|
|
|
5,077
|
|
|
|
6,449
|
|
Office properties and equipment, net
|
|
|
42,425
|
|
|
|
44,296
|
|
Bank-owned life insurance
|
|
|
8,397
|
|
|
|
8,037
|
|
Goodwill
|
|
|
11,662
|
|
|
|
11,662
|
|
Other intangibles
|
|
|
439
|
|
|
|
576
|
|
Other real estate owned (OREO)
|
|
|
11,538
|
|
|
|
4,541
|
|
Prepaid expenses and other assets
|
|
|
32,962
|
|
|
|
14,089
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,079,644
|
|
|
$
|
1,105,555
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Deposits
|
|
$
|
819,321
|
|
|
$
|
790,412
|
|
Securities sold subject to repurchase agreements
|
|
|
95,233
|
|
|
|
109,006
|
|
Advances from Federal Home Loan Bank
|
|
|
49,000
|
|
|
|
46,000
|
|
Cashier checks issued and payable
|
|
|
1,113
|
|
|
|
922
|
|
Accrued interest payable
|
|
|
1,211
|
|
|
|
2,275
|
|
Other borrowings
|
|
|
16,527
|
|
|
|
40,613
|
|
Accrued expenses and other liabilities
|
|
|
8,612
|
|
|
|
5,842
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
991,017
|
|
|
|
995,070
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities (Notes 15 and 16)
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
|
Common stock 29,040,000 shares authorized; 8,438,554 and
8,429,576 shares issued and 8,365,836 and
8,333,009 shares outstanding
|
|
|
78,569
|
|
|
|
78,261
|
|
Preferred stock 1,000,000 shares authorized;
27,000 shares issued and 27,000 shares outstanding
|
|
|
25,461
|
|
|
|
25,149
|
|
Accumulated other comprehensive income (loss), net of tax
|
|
|
(4,840
|
)
|
|
|
(5,935
|
)
|
Retained earnings (deficit)
|
|
|
(10,563
|
)
|
|
|
13,010
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
88,627
|
|
|
|
110,485
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,079,644
|
|
|
$
|
1,105,555
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-2
INTERMOUNTAIN
COMMUNITY BANCORP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands,
|
|
|
|
except per share amounts)
|
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
43,611
|
|
|
$
|
55,614
|
|
|
$
|
65,362
|
|
Investments
|
|
|
10,256
|
|
|
|
8,195
|
|
|
|
7,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
53,867
|
|
|
|
63,809
|
|
|
|
72,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
12,339
|
|
|
|
14,640
|
|
|
|
18,769
|
|
Other borrowings
|
|
|
1,502
|
|
|
|
1,786
|
|
|
|
3,498
|
|
Short-term borrowings
|
|
|
2,329
|
|
|
|
4,385
|
|
|
|
4,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
16,170
|
|
|
|
20,811
|
|
|
|
26,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
37,697
|
|
|
|
42,998
|
|
|
|
46,521
|
|
Provision for losses on loans
|
|
|
(36,329
|
)
|
|
|
(10,384
|
)
|
|
|
(3,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for losses on loans
|
|
|
1,368
|
|
|
|
32,614
|
|
|
|
42,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and service charges
|
|
|
7,394
|
|
|
|
7,648
|
|
|
|
7,822
|
|
Loan related fee income
|
|
|
2,467
|
|
|
|
2,775
|
|
|
|
3,573
|
|
Other-than-temporary
impairment (OTTI) credit losses on investments(1)
|
|
|
(526
|
)
|
|
|
|
|
|
|
|
|
Bank-owned life insurance
|
|
|
360
|
|
|
|
324
|
|
|
|
314
|
|
Net gain (loss) on sale of securities
|
|
|
1,795
|
|
|
|
2,182
|
|
|
|
(38
|
)
|
Other income
|
|
|
501
|
|
|
|
1,003
|
|
|
|
1,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
11,991
|
|
|
|
13,932
|
|
|
|
13,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
22,512
|
|
|
|
25,301
|
|
|
|
25,394
|
|
Occupancy expense
|
|
|
7,515
|
|
|
|
7,496
|
|
|
|
6,089
|
|
Advertising
|
|
|
1,351
|
|
|
|
1,474
|
|
|
|
1,330
|
|
Fees and service charges
|
|
|
2,940
|
|
|
|
1,990
|
|
|
|
1,404
|
|
Printing, postage and supplies
|
|
|
1,352
|
|
|
|
1,442
|
|
|
|
1,466
|
|
Legal and accounting
|
|
|
1,734
|
|
|
|
1,758
|
|
|
|
1,292
|
|
FDIC assessment
|
|
|
2,373
|
|
|
|
511
|
|
|
|
140
|
|
OREO expense
|
|
|
1,427
|
|
|
|
229
|
|
|
|
104
|
|
OREO valuation adjustments in the period(2)
|
|
|
3,962
|
|
|
|
759
|
|
|
|
|
|
Other expenses
|
|
|
4,464
|
|
|
|
4,412
|
|
|
|
3,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
49,630
|
|
|
|
45,372
|
|
|
|
40,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(36,271
|
)
|
|
|
1,174
|
|
|
|
14,898
|
|
Income tax provision (benefit)
|
|
|
(14,360
|
)
|
|
|
(80
|
)
|
|
|
5,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(21,911
|
)
|
|
|
1,254
|
|
|
|
9,445
|
|
Preferred stock dividend
|
|
|
1,662
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) applicable to common stockholders
|
|
$
|
(23,573
|
)
|
|
$
|
1,209
|
|
|
$
|
9,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share basic
|
|
$
|
(2.82
|
)
|
|
$
|
0.15
|
|
|
$
|
1.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share diluted
|
|
$
|
(2.82
|
)
|
|
$
|
0.14
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding basic
|
|
|
8,360,654
|
|
|
|
8,294,502
|
|
|
|
8,206,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding diluted
|
|
|
8,360,654
|
|
|
|
8,514,836
|
|
|
|
8,604,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Consisting of $1,751,000 of total
other-than-temporary
impairment net losses, net of $1,225,000 recognized in other
comprehensive income, for the year ended December 31, 2009 |
|
2) |
|
Amount includes chargedowns and gains/losses on OREO |
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-3
INTERMOUNTAIN
COMMUNITY BANCORP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Net income (loss)
|
|
$
|
(21,911
|
)
|
|
$
|
1,254
|
|
|
$
|
9,445
|
|
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
|
|
|
2,529
|
|
|
|
(10,392
|
)
|
|
|
2,380
|
|
Non-credit loss portion of other-than-temporary impairment on
available-for-sale
debt
|
|
|
(1,225
|
)
|
|
|
|
|
|
|
|
|
Less deferred income tax benefit (benefit)
|
|
|
(516
|
)
|
|
|
4,115
|
|
|
|
(942
|
)
|
Change in fair value of qualifying cash flow hedge
|
|
|
307
|
|
|
|
(985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss)
|
|
|
1,095
|
|
|
|
(7,262
|
)
|
|
|
1,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
(20,816
|
)
|
|
$
|
(6,008
|
)
|
|
$
|
10,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-4
INTERMOUNTAIN
COMMUNITY BANCORP
Years
Ended December 31, 2009, 2008, and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Earnings
|
|
|
Earnings
|
|
|
Equity
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
Balance, January 1, 2007
|
|
|
7,423,904
|
|
|
$
|
60,395
|
|
|
$
|
(111
|
)
|
|
$
|
17,796
|
|
|
$
|
78,080
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,445
|
|
|
|
9,445
|
|
Equity based compensation
|
|
|
|
|
|
|
486
|
|
|
|
|
|
|
|
|
|
|
|
486
|
|
Restricted stock grant
|
|
|
26,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options
|
|
|
83,664
|
|
|
|
395
|
|
|
|
|
|
|
|
|
|
|
|
395
|
|
Vesting of stock-based compensation awards
|
|
|
28,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
1,438
|
|
|
|
|
|
|
|
1,438
|
|
10% common stock dividend
|
|
|
750,671
|
|
|
|
15,186
|
|
|
|
|
|
|
|
(15,186
|
)
|
|
|
|
|
Fractional share redemption
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
(9
|
)
|
Tax benefit associated with stock options
|
|
|
|
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|
|
284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
8,313,005
|
|
|
$
|
76,746
|
|
|
$
|
1,327
|
|
|
$
|
12,046
|
|
|
$
|
90,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-5
INTERMOUNTAIN
COMMUNITY BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
Years Ended December 31, 2009, 2008, and
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Income (Loss)
|
|
|
Earnings
|
|
|
Equity
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
Balance, December 31, 2007
|
|
|
|
|
|
$
|
|
|
|
|
8,313,005
|
|
|
$
|
76,746
|
|
|
$
|
1,327
|
|
|
$
|
12,046
|
|
|
$
|
90,119
|
|
Cumulative effect of adopting EITF
06-4,
Accounting for deferred compensation and post retirement
benefits and aspects of endorsement split-dollar life insurance
arrangements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(234
|
)
|
|
|
(234
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,254
|
|
|
|
1,254
|
|
Equity based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
Restricted stock grant
|
|
|
|
|
|
|
|
|
|
|
46,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options, net of shares
withheld
|
|
|
|
|
|
|
|
|
|
|
50,692
|
|
|
|
124
|
|
|
|
|
|
|
|
|
|
|
|
124
|
|
Vesting of stock-based compensation awards, net of shares
withheld
|
|
|
|
|
|
|
|
|
|
|
19,615
|
|
|
|
(193
|
)
|
|
|
|
|
|
|
|
|
|
|
(193
|
)
|
Issuance of preferred shares net of expenses
|
|
|
27,000
|
|
|
|
25,138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,138
|
|
Accretion of preferred stock discount
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|
|
(45
|
)
|
Issuance of common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,770
|
|
|
|
|
|
|
|
|
|
|
|
1,770
|
|
Net unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,277
|
)
|
|
|
|
|
|
|
(6,277
|
)
|
Net unrealized loss on hedging activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(985
|
)
|
|
|
|
|
|
|
(985
|
)
|
Tax benefit associated with stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
27,000
|
|
|
$
|
25,149
|
|
|
|
8,429,576
|
|
|
$
|
78,261
|
|
|
$
|
(5,935
|
)
|
|
$
|
13,010
|
|
|
$
|
110,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-6
INTERMOUNTAIN
COMMUNITY BANCORP
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Years
Ended December 31, 2009, 2008, and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Income (Loss)
|
|
|
Earnings
|
|
|
Equity
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
Balance, December 31, 2008
|
|
|
27,000
|
|
|
$
|
25,149
|
|
|
|
8,429,576
|
|
|
$
|
78,261
|
|
|
$
|
(5,935
|
)
|
|
$
|
13,010
|
|
|
$
|
110,485
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,911
|
)
|
|
|
(21,911
|
)
|
Equity based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
367
|
|
|
|
|
|
|
|
|
|
|
|
367
|
|
Restricted stock grant
|
|
|
|
|
|
|
|
|
|
|
(3,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options, net of shares
withheld
|
|
|
|
|
|
|
|
|
|
|
12,721
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
56
|
|
Vesting of stock-based compensation awards, net of shares
withheld
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
Accretion of preferred stock discount
|
|
|
|
|
|
|
312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(312
|
)
|
|
|
|
|
Preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,350
|
)
|
|
|
(1,350
|
)
|
Net unrealized loss on investments, excluding non-credit loss on
impairment of securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,528
|
|
|
|
|
|
|
|
1,528
|
|
Non-credit gain portion of
other-than-temporary
impairment on
available-for-sale
debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(740
|
)
|
|
|
|
|
|
|
(740
|
)
|
Net unrealized gain on hedging activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307
|
|
|
|
|
|
|
|
307
|
|
Tax benefit associated with stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
27,000
|
|
|
$
|
25,461
|
|
|
|
8,438,554
|
|
|
$
|
78,569
|
|
|
$
|
(4,840
|
)
|
|
$
|
(10,563
|
)
|
|
$
|
88,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-7
INTERMOUNTAIN
COMMUNITY BANCORP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(21,911
|
)
|
|
$
|
1,254
|
|
|
$
|
9,445
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity based compensation expense
|
|
|
367
|
|
|
|
(110
|
)
|
|
|
486
|
|
Excess tax benefit related to stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
(226
|
)
|
Depreciation
|
|
|
3,407
|
|
|
|
3,520
|
|
|
|
2,632
|
|
Net amortization of premiums on securities
|
|
|
1,014
|
|
|
|
(179
|
)
|
|
|
(508
|
)
|
Provisions for losses on loans
|
|
|
36,329
|
|
|
|
10,384
|
|
|
|
3,896
|
|
Amortization of core deposit intangibles
|
|
|
137
|
|
|
|
147
|
|
|
|
158
|
|
Net accretion of loan discount
|
|
|
(100
|
)
|
|
|
(15
|
)
|
|
|
(56
|
)
|
Accretion of deferred gain on sale of branch property
|
|
|
(15
|
)
|
|
|
(15
|
)
|
|
|
(16
|
)
|
Gain (loss) on sale of loans, investments, property and equipment
|
|
|
(3,184
|
)
|
|
|
(3,818
|
)
|
|
|
(2,675
|
)
|
Charge downs and gain (loss) on OREO
|
|
|
3,962
|
|
|
|
759
|
|
|
|
|
|
OTTI credit loss on
available-for-sale
investments
|
|
|
526
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit
|
|
|
(8,611
|
)
|
|
|
(1,360
|
)
|
|
|
(835
|
)
|
Increase in cash surrender value of bank-owned life insurance
|
|
|
(360
|
)
|
|
|
(324
|
)
|
|
|
(314
|
)
|
Change in :
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
1,371
|
|
|
|
1,759
|
|
|
|
(878
|
)
|
Prepaid expenses and other assets
|
|
|
(10,887
|
)
|
|
|
(2,718
|
)
|
|
|
(1,816
|
)
|
Accrued interest payable
|
|
|
(1,064
|
)
|
|
|
(753
|
)
|
|
|
1,118
|
|
Accrued expenses and other liabilities
|
|
|
3,158
|
|
|
|
(2,162
|
)
|
|
|
(4,795
|
)
|
Proceeds from sale of loans receivable
|
|
|
108,791
|
|
|
|
69,771
|
|
|
|
114,107
|
|
Originations of loans held for sale
|
|
|
(112,979
|
)
|
|
|
(65,181
|
)
|
|
|
(107,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(49
|
)
|
|
|
10,959
|
|
|
|
12,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of
available-for-sale
securities
|
|
|
(129,718
|
)
|
|
|
(78,266
|
)
|
|
|
(168,065
|
)
|
Proceeds from calls, maturities or sales of
available-for-sale
securities
|
|
|
59,623
|
|
|
|
68,522
|
|
|
|
121,627
|
|
Principal payments on mortgage-backed securities
|
|
|
37,550
|
|
|
|
12,932
|
|
|
|
9,042
|
|
Purchases of
held-to-maturity
securities
|
|
|
(64
|
)
|
|
|
(7,639
|
)
|
|
|
(5,071
|
)
|
Proceeds from calls or maturities of
held-to-maturity
securities
|
|
|
2,429
|
|
|
|
1,313
|
|
|
|
412
|
|
Purchase of Federal Home Loan Bank of Seattle stock
|
|
|
|
|
|
|
(706
|
)
|
|
|
|
|
Proceed from redemption of Federal Home Loan Bank of Seattle
stock
|
|
|
|
|
|
|
175
|
|
|
|
|
|
Loans made to customers less (greater) than principal collected
on loans
|
|
|
39,998
|
|
|
|
(15,747
|
)
|
|
|
(103,305
|
)
|
Purchase of office properties and equipment
|
|
|
(1,603
|
)
|
|
|
(5,845
|
)
|
|
|
(19,078
|
)
|
Proceeds from sales of office properties and equipment
|
|
|
|
|
|
|
169
|
|
|
|
2,248
|
|
Improvements and other changes in real estate owned
|
|
|
|
|
|
|
|
|
|
|
(280
|
)
|
Proceeds from sale of portfolio loans
|
|
|
|
|
|
|
5,490
|
|
|
|
6,190
|
|
Proceeds from sale of other real estate owned
|
|
|
9,830
|
|
|
|
474
|
|
|
|
9
|
|
Net change in federal funds sold
|
|
|
71,450
|
|
|
|
(64,885
|
)
|
|
|
28,820
|
|
Net (increase) decrease in restricted cash
|
|
|
(2,040
|
)
|
|
|
4,059
|
|
|
|
(3,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
87,455
|
|
|
|
(79,954
|
)
|
|
|
(131,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-8
INTERMOUNTAIN
COMMUNITY BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in demand, money market and savings
deposits
|
|
|
31,445
|
|
|
|
(583
|
)
|
|
|
40,107
|
|
Net increase (decrease) in certificates of deposit
|
|
|
(2,536
|
)
|
|
|
33,151
|
|
|
|
24,036
|
|
Proceeds from other borrowings
|
|
|
|
|
|
|
|
|
|
|
14,428
|
|
Proceeds from Federal Home Loan Bank advances
|
|
|
39,000
|
|
|
|
30,000
|
|
|
|
34,000
|
|
Repayments of Federal Home Loan Bank advances
|
|
|
(36,000
|
)
|
|
|
(13,000
|
)
|
|
|
(10,000
|
)
|
Net change in repurchase agreements
|
|
|
(13,773
|
)
|
|
|
(15,121
|
)
|
|
|
17,877
|
|
Principal reduction of note payable
|
|
|
(23,941
|
)
|
|
|
(41
|
)
|
|
|
(33
|
)
|
Excess tax benefit related to stock based compensation
|
|
|
|
|
|
|
|
|
|
|
226
|
|
Proceeds from exercise of stock options
|
|
|
56
|
|
|
|
158
|
|
|
|
396
|
|
Proceeds from issuance of preferred stock, net of expenses
|
|
|
|
|
|
|
25,138
|
|
|
|
|
|
Proceeds from issuance of common stock warrants
|
|
|
|
|
|
|
1,770
|
|
|
|
|
|
Cash dividends paid to preferred stockholders
|
|
|
(1,223
|
)
|
|
|
|
|
|
|
|
|
Increase (decrease) in credit line
|
|
|
(145
|
)
|
|
|
3,657
|
|
|
|
|
|
Retirement of treasury stock
|
|
|
(7
|
)
|
|
|
(227
|
)
|
|
|
|
|
Redemption of fractional shares of common stock
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(7,124
|
)
|
|
|
64,902
|
|
|
|
121,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
80,282
|
|
|
|
(4,093
|
)
|
|
|
2,623
|
|
Cash and cash equivalents, beginning of year
|
|
|
22,907
|
|
|
|
27,000
|
|
|
|
24,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
103,189
|
|
|
$
|
22,907
|
|
|
$
|
27,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
16,195
|
|
|
$
|
20,916
|
|
|
$
|
27,152
|
|
Income taxes
|
|
$
|
6,031
|
|
|
$
|
3,615
|
|
|
$
|
5,858
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends
|
|
$
|
|
|
|
$
|
|
|
|
$
|
15,186
|
|
Restricted shares issued
|
|
$
|
|
|
|
$
|
647
|
|
|
$
|
719
|
|
Deferred gain on sale/leaseback of branch property
|
|
$
|
|
|
|
$
|
|
|
|
$
|
307
|
|
Loans converted to other real estate owned
|
|
$
|
20,789
|
|
|
$
|
4,092
|
|
|
$
|
616
|
|
Line of credit converted to term debt
|
|
$
|
23,000
|
|
|
$
|
|
|
|
$
|
|
|
See accompanying summary of accounting policies and notes to
consolidated financial statements.
F-9
INTERMOUNTAIN
COMMUNITY BANCORP
Organization
Intermountain Community Bancorp (Intermountain or
the Company) is a bank holding company whose
principal activity is the ownership and management of its wholly
owned subsidiary, Panhandle State Bank (the Bank).
The Bank is a state chartered commercial bank under the laws of
the state of Idaho. At December 31, 2009, the Bank had
eight branch offices in northern Idaho, five in southwestern
Idaho, three in southcentral Idaho, two branches in eastern
Washington and one branch in eastern Oregon operating under the
names of Panhandle State Bank, Intermountain Community Bank and
Magic Valley Bank. It also had a loan production office
operating under the name Intermountain Community Bank in
southwestern Idaho.
Intermountain provides customized quality financial services and
banking products to its customers through experienced, highly
trained staff who are long-time residents of its local markets.
Intermountain believes this philosophy has allowed it to grow
rapidly in its market areas. With $1.08 billion in total
assets as of December 31, 2009, Intermountain originates
loans and attracts deposits from the general public through 19
branches and one loan production office located in Washington,
Oregon, and Idaho. In addition, Intermountain also markets trust
and wealth management services and fixed income and equity
products, mutual funds, fixed and variable annuities and other
financial products through its Trust and Investment Services
Division.
The accounting and reporting policies of Intermountain and
subsidiaries conform to U.S. generally accepted accounting
principles (GAAP) and to general practices within
the banking industry. The preparation of financial statements in
conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The more significant
accounting policies are as follows:
Principles
of Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
Cash and
Cash Equivalents
Cash equivalents are any highly liquid debt instruments with a
remaining maturity of three months or less at the date of
purchase. Cash and cash equivalents are on deposit with the
Federal Reserve, and other banks and financial institutions in
amounts that periodically exceed the federal insurance limit.
Intermountain evaluates the credit quality of these banks and
financial institutions to mitigate its credit risk.
Restricted
Cash
Restricted cash represents the required reserve balances
maintained to comply with Federal Reserve Bank requirements.
Investments
Intermountain classifies debt and equity investments as follows:
|
|
|
|
|
Available-for-Sale. Debt
and equity investments that will be held for indefinite periods
of time are classified as
available-for-sale
and are carried at market value. Market value is determined
using published quotes or other indicators of value as of the
close of business. Unrealized gains and losses that are
considered temporary are reported, net of deferred income taxes,
as a component of accumulated other comprehensive income or loss
in stockholders equity until realized.
|
F-10
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
|
|
|
|
|
Federal Home Loan Bank of Seattle
Stock. Federal Home Loan Bank (FHLB)
of Seattle stock may only be redeemed by FHLB Seattle or sold to
another member institution at par. Therefore, this investment is
carried at cost.
|
|
|
|
Held-to-Maturity. Investments
in debt securities that management has the intent and ability to
hold until maturity are classified as
held-to-maturity
and are carried at their remaining unpaid principal balance, net
of unamortized premiums or unaccreted discounts.
|
Premiums are amortized and discounts are accreted using the
level-interest-yield method over the estimated remaining term of
the underlying security. Realized gains and losses on sales of
investments and mortgage-backed securities are recognized in the
statement of income in the period sold using the specific
identification method.
Prior to 2009, the Company would assess
other-than-temporary
impairment (OTTI) or permanent impairment based on
the nature of the decline and whether the Company has the
ability and intent to hold the investments until a market price
recovery. If the Company determined a security to be
other-than-temporarily
or permanently impaired, the full amount of impairment would be
recognized through earnings in its entirety. New guidance
related to the recognition and presentation of OTTI of debt
securities became effective in the second quarter of 2009, with
adoption possible in the first quarter of 2009. The Company
chose to early adopt in the first quarter of 2009. Rather than
asserting whether a Company has the ability and intent to hold
an investment until a market price recovery, a Company must
consider whether it intends to sell a security or if it is
likely that it would be required to sell the security before
recovery of the amortized cost basis of the investment, which
may be maturity. For debt securities, if we intend to sell the
security or it is likely that we will be required to sell the
security before recovering its cost basis, the entire impairment
loss would be recognized in earnings as an OTTI. If we do not
intend to sell the security and it is not likely that we will be
required to sell the security but we do not expect to recover
the entire amortized cost basis of the security, only the
portion of the impairment loss representing credit losses would
be recognized in earnings. The credit loss on a security is
measured as the difference between the amortized cost basis and
the present value of the cash flows expected to be collected.
Projected cash flows are discounted by the original or current
effective interest rate depending on the nature of the security
being measured for potential OTTI. The remaining impairment
related to all other factors, the difference between the present
value of the cash flows expected to be collected and fair value,
is recognized as a charge to other comprehensive income
(OCI). Impairment losses related to all other
factors are presented as separate categories within OCI. For
investment securities held to maturity, this amount is accreted
over the remaining life of the debt security prospectively based
on the amount and timing of future estimated cash flows. The
accretion of the amount recorded in OCI increases the carrying
value of the investment and does not affect earnings. If there
is an indication of additional credit losses the security is
re-evaluated according to the procedures described above. The
Company recognized total OTTI of $1.7 million in 2009, of
which $526,000 was recognized through earnings as credit loss
impairment and $1.2 million, representing non-credit value
impairment, was recognized in OCI. No OTTI was recognized in
2008 or 2007.
Transfers of securities from available for sale to held to
maturity are accounted for at fair value as of the date of the
transfer. The difference between the fair value and the par
value at the date of transfer is considered a premium or
discount and is accounted for accordingly. Any unrealized gain
or loss at the date of the transfer is reported in OCI, and is
amortized over the remaining life of the security as an
adjustment of yield in a manner consistent with the amortization
of any premium or discount, and will offset or mitigate the
effect on interest income of the amortization of the premium or
discount for that held to maturity security.
Loans
Held for Sale
Loans originated and intended for sale in the secondary market
are carried at the lower of aggregate cost or fair value. Net
unrealized losses are recognized through a valuation allowance
by charges to income. Gains or losses on sales of mortgage loans
are recognized based on the differences between the selling
price and the carrying value of the mortgage loans sold.
F-11
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
The Company records a transfer of financial assets as a sale
when it surrenders control over those financial assets to the
extent that consideration other than beneficial interests in the
transferred assets is received in exchange. The Company
considers control surrendered when all conditions prescribed by
accounting guidance are met. These conditions include whether
the transferred assets are isolated beyond the reach of the
Company and its creditors, the presence of constraints on the
transferee or beneficial interest holders, and the
Companys rights or obligations to reacquire transferred
financial assets.
Loans
Receivable
Loans receivable that management of Intermountain has the intent
and ability to hold for the foreseeable future or until maturity
or pay-off are reported at their outstanding principal balance
less any unearned income, premiums or discounts and an
associated allowance for losses on loans. Unearned income
includes deferred loan origination fees reduced by loan
origination costs.
Loans are classified as impaired when, based on current
information and events, it is probable the Bank will be unable
to collect all amounts as scheduled under the contractual terms
of the loan agreement. Impaired loans are measured based on the
present value of expected future cash flows discounted at the
loans effective interest rate or the fair value less
estimated selling costs of the collateral, if the loan is
collateral dependent. Changes in these values are reflected in
income through charges to the provision for loan losses.
Interest income is recognized over the term of the loans
receivable based on the unpaid principal balance. The accrual of
interest on impaired loans is discontinued when, in
managements opinion, the borrower may be unable to make
payments as they become due. When interest accrual is
discontinued, all unpaid accrued interest is reversed. Interest
income is then subsequently recognized only to the extent cash
payments are received in excess of principal due.
Allowance
for Losses on Loans
The allowance for loan losses is established as losses are
estimated to have occurred through a provision for loan losses
charged to earnings. Loan losses are charged against the
allowance when management believes the uncollectibility of a
loan balance is confirmed. Subsequent recoveries, if any, are
credited to the allowance. The allowance for loan losses is
evaluated on a regular basis by management and is based upon
managements periodic review of the collectibility of the
loans in light of historical and industry experience, the nature
and volume of the loan portfolio, adverse situations that may
affect the borrowers ability to repay, estimated value of
any underlying collateral and prevailing economic conditions.
This evaluation is inherently subjective, as it requires
estimates that are susceptible to significant revision as more
information becomes available.
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 Other Liabilities section
of the Consolidated Statements of Financial Condition.
F-12
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
Loan
Origination and Commitment Fees
Loan origination fees, net of direct origination costs, are
deferred and recognized as interest income using the level
interest yield method over the contractual term of each loan
adjusted for actual loan prepayment experience.
Loan commitment fees are deferred until the expiration of the
commitment period unless management believes there is a remote
likelihood that the underlying commitment will be exercised, in
which case the fees are amortized to fee income using the
straight-line method over the commitment period. If a loan
commitment is exercised, the deferred commitment fee is
accounted for in the same manner as a loan origination fee.
Deferred commitment fees associated with expired commitments are
recognized as fee income.
Other
Real Estate Owned
Properties acquired through, or in lieu of, foreclosure of
defaulted real estate loans are carried at the lower of cost or
fair value (less estimated costs to sell). Development and
improvement costs related to the property are capitalized to the
extent they are deemed to be recoverable. Subsequent to
foreclosure, management periodically performs valuations and the
assets are carried at the lower of carrying amount or fair value
less costs to sell. Expenses for maintenance and changes in the
valuation are charged to earnings.
Office
Properties and Equipment
Office properties and equipment are carried at cost less
accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the
assets, ranging from two to thirty years. Expenditures for new
properties and equipment and major renewals or betterments are
capitalized. In the case where the Company constructs a facility
and the construction period is lengthy, interest expense will be
capitalized and added to the cost of the facility. Expenditures
for repairs and maintenance are charged to expense as incurred.
Upon sale or retirement, the cost and related accumulated
depreciation are removed from the respective property or
equipment accounts, and the resulting gains or losses are
reflected in operations.
Bank-Owned
Life Insurance
Bank-owned life insurance (BOLI) is carried at the
initial premium paid for the policies plus the increase in the
cash surrender value.
Goodwill
and Other Intangibles
Goodwill and intangible assets with indefinite lives are not
amortized, but are subject to impairment tests at least
annually. Intangible assets with finite lives, including core
deposit intangibles, are amortized over the estimated life of
the depositor relationships acquired.
Fair
Value Measurements
Effective January 1, 2008, Intermountain adopted ASC 820
Fair Value Measurements. ASC 820 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 in any
calculation technique, and changes in the underlying
F-13
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
assumptions used, including discount rates and estimates of
future cash flows, that 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 20 to
the Consolidated Financial Statements for more information on
fair value measurements.
Derivative
Financial Instruments and Hedging Activities
In various aspects of its business, Intermountain uses
derivative financial instruments to modify its exposure to
changes in interest rates and market prices for other financial
instruments. Many of the 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. For more information on
derivative financial instruments and hedge accounting, see
Note 19 to the Consolidated Financial Statements.
Advertising
and Promotion
The Company expenses all costs associated with its advertising
and promotional efforts as incurred. Those costs are included
with operating expenses on the consolidated statements of income.
Income
Taxes
Intermountain accounts for income taxes using the asset and
liability method, which requires that deferred tax assets and
liabilities be determined based on the temporary differences
between the financial statement carrying amounts and tax basis
of assets and liabilities and tax attributes using enacted tax
rates in effect in the years in which the temporary differences
are expected to reverse.
ASC 740, Accounting for Uncertainty in Income Taxes,
prescribes the accounting method to be applied to measure
uncertainty in income taxes and establishes a recognition
threshold and measurement attribute for the financial statement
recognition and measurement of an uncertain tax position taken
or expected to be taken in a tax return. The evaluation of an
uncertain tax position in accordance with ASC 740 is a two-step
process. The first step is recognition, which requires a
determination whether it is more likely than not that a tax
position will be sustained upon examination, including
resolution of any related appeals or litigation processes, based
on the technical merits of the position. The second step is
measurement. Under the measurement step, a tax position that
meets the more-likely-than-not recognition threshold is measured
at the largest amount of benefit that is greater than fifty
percent likely of being realized upon ultimate settlement. Tax
positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized
in the first subsequent financial reporting period in which that
threshold is met. Previously recognized tax positions that no
longer meet the more-likely-than-not recognition threshold
should be derecognized in the first subsequent financial
reporting period in which that threshold is no longer met.
Earnings
Per Share
Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing
net income by the weighted average number of common shares
outstanding increased by the additional common shares that would
have been outstanding if the potentially dilutive common shares
had been issued.
F-14
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
Equity
Compensation Plans
The Company maintains an Equity Participation Plan under which
the Company has granted non-qualified and incentive stock
options and restricted stock to employees and non-employee
directors. The Company follows guidance under ASC 718,
Stock Compensation, using the modified prospective
method, and the fair value recognition provision. The Company
elected to adopt the alternative transition method for
calculating the tax effects of stock-based compensation. The
alternative transition method includes simplified methods to
establish the beginning balance of the
additional-paid-in-capital pool (APIC pool) related
to the tax effects of stock-based compensation, and for
determining the subsequent impact on the APIC pool and
consolidated statements of cash flows of the tax effects of
stock-based compensation awards that are outstanding. The fair
value of each stock option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. The
Black-Scholes option-pricing model was developed for use in
estimating the fair value of options. In addition, option
valuation models require the input of highly subjective
assumptions, particularly for the expected term and stock price
volatility. The fair value of each restricted share is based on
the fair market value at the date of grant. The Company records
compensation expense based on the determined fair value.
Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could
differ from those estimates. Material estimates that are
particularly susceptible to significant changes in the near term
relate to the determination of the allowance for loan losses,
valuation of investments, deferred tax assets and liabilities
and valuation and recoverability of goodwill and intangible
assets.
Business
Combinations
Pursuant to ASC 805 Business Combinations,
Intermountains mergers and acquisitions are accounted for
under the purchase method of accounting. Accordingly, the assets
and liabilities of the acquired entities are recorded by
Intermountain at their respective fair values at the date of the
acquisition and the results of operations are included with
those of Intermountain commencing with the date of acquisition.
The excess of the purchase price over the fair value of the
assets acquired and liabilities assumed, including identifiable
intangible assets, is recorded as goodwill.
Reclassifications
Certain amounts in the 2008 and 2007 financial statements have
been reclassified to conform to the current years
presentation. These reclassifications had no effect on total
stockholders equity or net income as previously reported.
New
Accounting Pronouncements
In December 2007, FASB revised FASB ASC 805, Business
Combinations. FASB ASC 805 establishes principles and
requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquired
entity and the goodwill acquired. Furthermore,
acquisition-related and other costs will now be expensed rather
than treated as cost components of the acquisition. FASB ASC 805
also establishes disclosure requirements to enable the
evaluation of the nature and financial effects of the business
combination. The revision to this guidance applies prospectively
to business combinations for which the acquisition date occurs
on or after January 1, 2009. We do not expect the adoption
of revised FASB ASC 805 will have a material impact on our
consolidated financial statements as related to business
combinations consummated prior to January 1, 2009. The
adoption of these revisions did not have a material impact
F-15
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
on the Companys consolidated financial statements, but
will increase the costs charged to operations for acquisitions
consummated in the future.
In December 2007, FASB amended FASB ASC 810,
Consolidation. This amendment establishes accounting and
reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. The
standard also requires additional disclosures that clearly
identify and distinguish between the interest of the
parents owners and the interest of the noncontrolling
owners of the subsidiary. This statement is effective on
January 1, 2009 for the Company, to be applied
prospectively. The adoption did not have a material impact on
the Companys consolidated financial statements.
In June 2008, FASB amended FASB ASC 260, Earnings per
Share. This amendment concluded that nonvested share-based
payment awards that contain nonforfeitable rights to dividends
or dividend equivalents are participating securities and shall
be included in the computation of EPS pursuant to the two-class
method. This amendment is effective for fiscal years beginning
after December 15, 2008, to be applied retrospectively. The
adoption of this guidance did not have a material impact on the
Companys consolidated financial statements.
In January 2009, FASB amended FASB ASC
325-40,
Investments Other. This amendment addressed
certain practice issues related to the recognition of interest
income and impairment on purchased beneficial interests and
beneficial interests that continue to be held by a transferor in
securitized financial assets, by making its
other-than-temporary
impairment (OTTI) assessment guidance consistent
with FASB ASC 320, Investments Debt and Equity
Securities. The amendment removes the reference to the
consideration of a market participants estimates of cash
flows and instead requires an assessment of whether it is
probable, based on current information and events, that the
holder of the security will be unable to collect all amounts due
according to the contractual terms. If it is probable that there
has been an adverse change in estimated cash flows, an OTTI is
deemed to exist, and a corresponding loss shall be recognized in
earnings equal to the entire difference between the
investments carrying value and its fair value at the
balance sheet date of the reporting period for which the
assessment is made. This amendment became effective for interim
and annual reporting periods ending after December 15,
2008, and is applied prospectively. The adoption did not have a
material impact on the Companys consolidated financial
statements.
In April 2009, FASB amended FASB ASC 820, Fair Value
Measurements and Disclosures, to address issues related to
the determination of fair value when the volume and level of
activity for an asset or liability has significantly decreased,
and identifying transactions that are not orderly. The revisions
affirm the objective that fair value is the price that would be
received to sell an asset in an orderly transaction (that is not
a forced liquidation or distressed sale) between market
participants at the measurement date under current market
conditions, even if the market is inactive. The amendment
provides additional guidance for estimating fair value when the
volume and level of activity for the asset or liability have
decreased significantly. It also provides guidance on
identifying circumstances that indicate a transaction is not
orderly. If determined that a quoted price is distressed (not
orderly), and thereby not representative of fair value, the
entity may need to make adjustments to the quoted price or
utilize an alternative valuation technique (e.g. income approach
or multiple valuation techniques) to determine fair value.
Additionally, an entity must incorporate appropriate risk
premium adjustments, reflective of an orderly transaction under
current market conditions, due to uncertainty in cash flows. The
revised guidance requires disclosures in interim and annual
periods regarding the inputs and valuation techniques used to
measure fair value and a discussion of changes in valuation
techniques and related inputs, if any, during the period. It
also requires financial institutions to disclose the fair values
of investment securities by major security type. The changes are
effective for the interim reporting period ending after
June 15, 2009, but could have been applied to interim and
annual periods ending after March 15, 2009. The Company did
early adopt the guidance effective January 1, 2009 and it
resulted in a portion of
other-than-temporary
impairment being recorded in other comprehensive income instead
of earnings in the amount of $1.2 million for the twelve
months ended December 31, 2009.
In April 2009, FASB revised FASB ASC 320,
Investments Debt and Equity Securities, to
change the OTTI model for debt securities. Previously, an entity
was required to assess whether it has the intent and ability to
hold a security to recovery in determining whether an impairment
of that security is
other-than-temporary.
If the impairment
F-16
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
was deemed
other-than-temporarily
impaired, the investment was written-down to fair value through
earnings. Under the revised guidance, OTTI is triggered if an
entity has the intent to sell the security, it is likely that it
will be required to sell the security before recovery, or if the
entity does not expect to recover the entire amortized cost
basis of the security. If the entity intends to sell the
security or it is likely it will be required to sell the
security before recovering its cost basis, the entire impairment
loss would be recognized in earnings as an OTTI. If the entity
does not intend to sell the security and it is not likely that
the entity will be required to sell the security but the entity
does not expect to recover the entire amortized cost basis of
the security, only the portion of the impairment loss
representing credit losses would be recognized in earnings as an
OTTI. The credit loss is measured as the difference between the
amortized cost basis and the present value of the cash flows
expected to be collected of a security. Projected cash flows are
discounted by the original or current effective interest rate
depending on the nature of the security being measured for
potential OTTI. The remaining impairment loss related to all
other factors, the difference between the present value of the
cash flows expected to be collected and fair value, would be
recognized as a charge to other comprehensive income
(OCI). Impairment losses related to all other
factors are to be presented as a separate category within OCI.
For investment securities held to maturity, this amount is
accreted over the remaining life of the debt security
prospectively based on the amount and timing of future estimated
cash flows. The accretion of the OTTI amount recorded in OCI
will increase the carrying value of the investment, and would
not affect earnings. If there is an indication of additional
credit losses the security is reevaluated accordingly based on
the procedures described above. Upon adoption of the revised
guidance, the noncredit portion of previously recognized OTTI
shall be reclassified to accumulated OCI by a cumulative-effect
adjustment to the opening balance of retained earnings. The
revisions are effective for the interim reporting period ending
after June 15, 2009, but could have been applied to interim
and annual periods ending after March 15, 2009. The Company
did early adopt the guidance effective January 1, 2009 and
it resulted in a portion of
other-than-temporary
impairment being recorded in other comprehensive income instead
of earnings in the amount of $1.2 million for the twelve
months ended December 31, 2009.
In April 2009, FASB revised FASB ASC 825, Financial
Instruments, to require fair value disclosures in the notes
of an entitys interim financial statements for all
financial instruments, whether or not recognized in the
statement of financial position. The changes are effective for
the interim reporting period ending after June 15, 2009,
but could have been applied to interim and annual periods ending
after March 15, 2009. This revision became effective for
the interim reporting period ending June 15, 2009. The
adoption of the revised increased interim financial statement
disclosures did not impact the Companys consolidated
financial statements.
In May 2009, FASB amended FASB ASC 855, Subsequent
Events. The updated guidance established general standards
of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or
are available to be issued. The revisions should not result in
significant changes in the subsequent events that an entity
reports, either through recognition or disclosure in its
financial statements. It does require disclosure of the date
through which an entity has evaluated subsequent events and the
basis for that date, that is, whether that date represents the
date the financial statements were issued or were available to
be issued. This disclosure should alert all users of financial
statements that an entity has not evaluated subsequent events
after that date in the set of financial statements being
presented. We adopted the provisions of this guidance for the
interim period ended June 30, 2009, and the adoption did
not have a material impact on the Companys consolidated
financial statements.
In August 2009, the FASB issued ASU
No. 2009-05,
Measuring Liabilities at Fair Value. This update amends
FASB ASC 820, Fair Value Measurements and Disclosure, in
regards to the fair value measurement of liabilities. FASB ASC
820 clarifies that in circumstances in which a quoted price for
a identical liability in an active market in not available, a
reporting entity shall utilize one or more of the following
techniques: i) the quoted price of the identical liability
when traded as an asset, ii) the quoted price for a similar
liability or a similar liability when traded as an asset, or
iii) another valuation technique that is consistent with
the principles of FASB ASC 820. In all instances a reporting
entity shall utilize the approach that maximizes the use of
relevant observable inputs and minimizes the use of unobservable
inputs. Also, when measuring the fair value of a liability a
reporting entity shall not include a separate input or
adjustment to other inputs relating to the existence of a
restriction that prevents the
F-17
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
transfer of the liability. This update is effective for the
Company in the fourth quarter of 2009. The adoption of FASB ASU
2009-05 did
not have a material impact on the Companys consolidated
financial statements.
In December 2009, FASB issued ASU
No. 2009-16,
Transfers and Servicing (Topic 860) Accounting
for Transfers of Financial Assets. This update codifies
SFAS No. 166, Accounting for Transfers of Financial
Assets an Amendment of FASB Statement
No. 140, which was previously issued by FASB in June
2009 but was not included in the original codification. ASU
2009-17
eliminates the concept of a qualifying special-purpose entity,
creates more stringent conditions for reporting a transfer of a
portion of a financial asset as a sale, clarifies other
sale-accounting criteria, and changes the initial measurement of
a transferors interest in transferred financial assets.
This statement is effective for annual reporting periods
beginning after November 15, 2009, and for interim periods
therein. This standard will primarily impact the Companys
accounting and reporting of transfers representing a portion of
a financial asset for which the Company has a continuing
involvement, generally known as loan participations. In order to
recognize the transfer of a portion of a financial asset as a
sale, the transferred portion and any portion that continues to
be held by the transferor must represent a participating
interest, and the transfer of the participating interest must
meet the conditions for surrender of control. To qualify as a
participating interest (i) the portions of a financial
asset must represent a proportionate ownership interest in an
entire financial asset, (ii) from the date of transfer, all
cash flows received from the entire financial asset must be
divided proportionately among the participating interest holders
in an amount equal to their share of ownership,
(iii) involve no recourse (other than standard
representation and warranties) to, or subordination by, any
participating interest holder, and (iv) no party has the
right to pledge or exchange the entire financial asset. If the
participating interest or surrender of control criteria are not
met the transfer is not accounted for as a sale and
derecognition of the asset is not appropriate. Rather the
transaction is accounted for as a secured borrowing arrangement.
The impact of certain participations being reported as secured
borrowings rather than derecognizing a portion of a financial
asset would increase total assets (loans), liabilities (term
debt) and their respective interest income and expense. An
increase in total assets also increases regulatory risk-weighted
assets and could negatively impact our capital ratios. The
Company is reviewing our participation agreements to ensure new
originations meet the criteria to allow for sale accounting in
order to limit the impact upon our financial statements. The
terms contained in certain participation and loan sale
agreements, however, are outside the control of the Company.
These arrangements largely relate to Small Business
Administration (SBA) loan sales. These sales
agreements contain recourse provisions (generally 90 days)
that will initially preclude sale accounting. However, once the
recourse provision expires, transfers of portions of financial
assets may be reevaluated to determine if they meet the
participating interest definition. As a result, we report SBA
and potentially certain other transfers of financial assets as
secured borrowings which will defer the gain of sale on these
transactions, at least until the recourse provision expires,
assuming all other sales criteria for each transaction are met.
The Company was already accounting for SBA loan sales as
described above, therefore, the Company does not believe it has
or will have a significant amount of participations subject to
recourse provisions or other features that would preclude
derecognition of the assets transferred.
In December 2009, FASB issued ASU
No. 2009-18,
Consolidations (Topic 810) Improvements to
Financial Reporting by Enterprises Involved with Variable
Interest Entities. This update codifies
SFAS No. 167, Amendments to FASB Interpretation
No. 46(R), which was previously issued by FASB in June
2009 but was not included in the original codification. ASU
2009-18
eliminates FASB Interpretations 46(R)
(FIN 46(R)) exceptions to consolidating
qualifying special-purpose entities, contains new criteria for
determining the primary beneficiary, and increases the frequency
of required reassessments to determine whether a company is the
primary beneficiary of a variable interest entity
(VIE). Under the revised guidance, the primary
beneficiary of a VIE (party who must consolidate the VIE) is the
enterprise that has (i) the power to direct the activities
of the VIE that most significantly impact the VIEs
economic performance, and (ii) the obligation to absorb
losses of the VIE that could potentially be significant to the
VIE, or the right to receive benefits of the VIE that could
potentially be significant to the VIE. ASU
2009-18 also
contains a new requirement that any term, transaction, or
arrangement that does not have a substantive effect on an
entitys status as a variable interest entity, a
companys power over a variable interest entity, or a
companys obligation to absorb losses or its right to
receive benefits of an entity must be disregarded in applying
F-18
INTERMOUNTAIN
COMMUNITY BANCORP
SUMMARY
OF ACCOUNTING POLICIES (Continued)
FIN 46(R) provisions. The elimination of the qualifying
special-purpose entity concept and its consolidation exceptions
means more entities will be subject to consolidation assessments
and reassessments. This statement requires additional
disclosures regarding an entitys involvement in a variable
interest entity. This statement is effective for annual
reporting periods beginning after November 15, 2009, and
for interim periods therein. Adoption is not expected to have a
material impact on the Companys consolidated financial
statements.
In January 2010, the FASB issued ASU
No. 2010-06,
Fair Value Measurements and Disclosures (Topic
820) Improving Disclosures about Fair Value
Measurements. FASB ASU
No. 2010-06
requires (i) fair value disclosures by each class of assets
and liabilities (generally a subset within a line item as
presented in the statement of financial position) rather than
major category, (ii) for items measured at fair value on a
recurring basis, the amounts of significant transfers between
Levels 1 and 2, and transfers into and out of Level 3,
and the reasons for those transfers, including separate
discussion related to the transfers into each level apart from
transfers out of each level, and (iii) gross presentation
of the amounts of purchases, sales, issuances, and settlements
in the Level 3 recurring measurement reconciliation.
Additionally, the ASU clarifies that a description of the
valuation techniques(s) and inputs used to measure fair values
is required for both recurring and nonrecurring fair value
measurements. Also, if a valuation technique has changed,
entities should disclose that change and the reason for the
change. Disclosures other than the gross presentation changes in
the Level 3 reconciliation are effective for the first
reporting period beginning after December 15, 2009. The
requirement to present the Level 3 activity of purchases,
sales, issuances, and settlements on a gross basis will be
effective for fiscal years beginning after December 15,
2010. The Company is currently evaluating the impact of adoption
of FASB ASU
No. 2010-06.
We do not expect the adoption of this ASU will have a material
impact on the Companys consolidated financial statements.
F-19
INTERMOUNTAIN
COMMUNITY BANCORP
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
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and obligations of U.S. government
agencies
|
|
$
|
51
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
51
|
|
Mortgage-backed securities & CMOs
|
|
|
188,624
|
|
|
|
(1,225
|
)
|
|
|
2,662
|
|
|
|
(8,328
|
)
|
|
|
181,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
188,675
|
|
|
$
|
(1,225
|
)
|
|
$
|
2,662
|
|
|
$
|
(8,328
|
)
|
|
$
|
181,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury securities and obligations of U.S. government
agencies
|
|
$
|
7,569
|
|
|
$
|
|
|
|
$
|
48
|
|
|
$
|
|
|
|
$
|
7,617
|
|
Mortgage-backed securities & CMOs
|
|
|
148,244
|
|
|
|
|
|
|
|
2,550
|
|
|
|
(10,793
|
)
|
|
|
140,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
155,813
|
|
|
$
|
|
|
|
$
|
2,598
|
|
|
$
|
(10,793
|
)
|
|
$
|
147,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-Maturity
|
|
|
|
|
|
|
Non-Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
|
|
|
OTTI
|
|
|
|
|
|
|
|
|
|
|
|
|
Value/
|
|
|
Recognized
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
in OCI
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
Cost
|
|
|
(Losses)
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal securities
|
|
$
|
15,177
|
|
|
$
|
|
|
|
$
|
276
|
|
|
$
|
(56
|
)
|
|
$
|
15,397
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal securities
|
|
$
|
17,604
|
|
|
$
|
|
|
|
$
|
70
|
|
|
$
|
(149
|
)
|
|
$
|
17,525
|
|
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
|
|
December 31, 2009
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
State and municipal securities
|
|
$
|
3,196
|
|
|
$
|
56
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,196
|
|
|
$
|
56
|
|
Mortgage-backed securities & CMOs
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less Than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
December 31, 2008
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
State and municipal securities
|
|
$
|
5,453
|
|
|
$
|
147
|
|
|
$
|
762
|
|
|
$
|
2
|
|
|
$
|
6,215
|
|
|
$
|
149
|
|
Mortgage-backed securities & CMOs
|
|
|
45,366
|
|
|
|
5,708
|
|
|
|
15,034
|
|
|
|
5,085
|
|
|
|
60,400
|
|
|
|
10,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
50,819
|
|
|
$
|
5,855
|
|
|
$
|
15,796
|
|
|
$
|
5,087
|
|
|
$
|
66,615
|
|
|
$
|
10,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, 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
|
|
$
|
|
|
|
$
|
|
|
|
$
|
636
|
|
|
$
|
644
|
|
After one year through five years
|
|
|
51
|
|
|
|
51
|
|
|
|
667
|
|
|
|
699
|
|
After five years through ten years
|
|
|
|
|
|
|
|
|
|
|
2,438
|
|
|
|
2,579
|
|
After ten years
|
|
|
|
|
|
|
|
|
|
|
11,436
|
|
|
|
11,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
51
|
|
|
|
15,177
|
|
|
|
15,397
|
|
Mortgage-backed securities & CMOs
|
|
|
188,624
|
|
|
|
181,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
188,675
|
|
|
$
|
181,784
|
|
|
$
|
15,177
|
|
|
$
|
15,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
December 31, 2009, 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. The unrealized losses on residential
mortgage-backed securities without
other-than-temporary
impairment were considered by management to be temporary in
nature.
At December 31, 2009, residential mortgage-backed
securities included a security comprised of a pool of mortgages
with a remaining unpaid principal balance of $3.8 million.
In the three months ended December 31, 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 $2.2 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
other-than-temporary
impairment (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. The Company recorded additional
credit loss impairments of $198,000 and $84,000, respectively in
the third and fourth quarters of 2009. However, the overall
estimated market value on the security improved during this
time, reducing the net non-credit value impairment to
$1.2 million. At this time, the Company anticipates holding
the security until its 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 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 security
from its amortized cost at the end of each period.
See Note 20 Fair Value of Financial Instruments
for more information on the calculation of fair or carrying
value for the investment securities.
F-21
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of loans receivable are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Commercial
|
|
$
|
131,562
|
|
|
$
|
139,443
|
|
Commercial real estate
|
|
|
172,726
|
|
|
|
161,628
|
|
Commercial Construction
|
|
|
45,581
|
|
|
|
60,057
|
|
Land and land development loans
|
|
|
88,604
|
|
|
|
136,514
|
|
Agriculture
|
|
|
110,256
|
|
|
|
112,358
|
|
Multifamily
|
|
|
18,067
|
|
|
|
18,617
|
|
Residential real estate
|
|
|
65,544
|
|
|
|
72,301
|
|
Residential construction
|
|
|
16,626
|
|
|
|
40,001
|
|
Consumer
|
|
|
18,287
|
|
|
|
23,245
|
|
Municipal
|
|
|
5,061
|
|
|
|
5,109
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable
|
|
|
672,314
|
|
|
|
769,273
|
|
Allowance for loan losses
|
|
|
(16,608
|
)
|
|
|
(16,433
|
)
|
Deferred loan fees, net of direct origination costs
|
|
|
(104
|
)
|
|
|
(225
|
)
|
|
|
|
|
|
|
|
|
|
Loans receivable, net
|
|
$
|
655,602
|
|
|
$
|
752,615
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate
|
|
|
6.15
|
%
|
|
|
6.38
|
%
|
|
|
|
|
|
|
|
|
|
An analysis of the changes in the allowance for losses on loans
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Allowance for loan losses, beginning of year
|
|
$
|
16,433
|
|
|
$
|
11,761
|
|
|
$
|
9,837
|
|
Loans charged off
|
|
|
(36,911
|
)
|
|
|
(6,193
|
)
|
|
|
(2,044
|
)
|
Recoveries
|
|
|
757
|
|
|
|
481
|
|
|
|
75
|
|
Transfers
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
Provision for losses on loans
|
|
|
36,329
|
|
|
|
10,384
|
|
|
|
3,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses, end of year
|
|
$
|
16,608
|
|
|
$
|
16,433
|
|
|
$
|
11,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance Unfunded Commitments Balance Beginning
December 31
|
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
482
|
|
Adjustment
|
|
|
(2
|
)
|
|
|
(5
|
)
|
|
|
(467
|
)
|
Transfers
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance Unfunded Commitments at end of period
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The allowance for unfunded commitments at December 31, 2009
and December 31, 2008 was $11,000 and $13,000, respectively.
Loans that are not performing in accordance with their original
contractual terms, excluding troubled debt restructured loans,
at December 31, 2009 and 2008 were approximately
$19,054,000 and $27,278,000, respectively. The total allowance
for losses related to these loans at December 31, 2009 and
2008 was $978,000 and $6,856,000, respectively.
F-22
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For loans on non-accrual status, interest income of
approximately $1,126,000, $1,193,000, and $270,000 was
recognized for the years ended December 31, 2009, 2008, and
2007, respectively. If these non-accrual loans had performed in
accordance with their original contract terms, additional income
of approximately $1,140,000, $1,522,000 and $161,000 would have
been recorded for the years ended December 31, 2009, 2008,
and 2007, respectively. The amount of interest income which was
reversed from income in fiscal years 2009, 2008, and 2007 on
non-accrual and other problem loans was $1.9 million,
$465,000, and $161,000, respectively. Problem loans include
those placed in non-accrual status, charged off directly or
transferred to OREO.
The Companys investment in impaired loans at
December 31, 2009 and December 31, 2008 was
$57,720,000 and $36,620,000, respectively. The Companys
investment in other real estate owned at December 31, 2009
and December 31, 2008 was $11,538,000 and $4,541,000,
respectively.
At December 31, 2009, the contractual principal payments
due on outstanding loans receivable are shown below (in
thousands). Actual payments may differ from expected payments
because borrowers have the right to prepay loans, with or
without prepayment penalties.
|
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
|
2010
|
|
$
|
278,296
|
|
2011
|
|
|
58,201
|
|
2012
|
|
|
65,153
|
|
2013
|
|
|
54,735
|
|
2014
|
|
|
40,142
|
|
Thereafter
|
|
|
175,787
|
|
|
|
|
|
|
|
|
$
|
672,314
|
|
|
|
|
|
|
The Company sells mortgage loans and Small Business
Administration loans in the secondary market. The sales volumes
and the gains on sale of loans are shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2009
|
|
2008
|
|
2007
|
|
Loan volume sold
|
|
$
|
108,165
|
|
|
$
|
74,723
|
|
|
$
|
117,626
|
|
Gain on sale of loans
|
|
|
1,456
|
|
|
|
1,585
|
|
|
|
2,715
|
|
The following table summarizes the detail of loans serviced for
others for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Residential real estate
|
|
$
|
96,303
|
|
|
$
|
27,260
|
|
|
$
|
3,247
|
|
SBA loans
|
|
|
17,509
|
|
|
|
18,645
|
|
|
|
16,272
|
|
Commercial loans
|
|
|
8,710
|
|
|
|
10,779
|
|
|
|
10,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans serviced for others
|
|
$
|
122,522
|
|
|
$
|
56,684
|
|
|
$
|
29,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gain on the sale of mortgage loans is included in loan
related fee income on the Statement of Operations. Mortgage
servicing income is netted against servicing costs and included
in other income on the Statement of Operations. For the periods
indicated, servicing income and costs roughly equaled each
other, and as a result, no servicing asset or liability has been
recorded in each of the three periods.
F-23
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
3.
|
Office
Properties and Equipment
|
The components of office properties and equipment as of
December 31, 2009 and 2008 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Land
|
|
|
5,225
|
|
|
|
5,220
|
|
Buildings and improvements
|
|
|
36,168
|
|
|
|
35,456
|
|
Construction in progress
|
|
|
91
|
|
|
|
155
|
|
Furniture and equipment
|
|
|
18,018
|
|
|
|
17,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,502
|
|
|
|
58,485
|
|
Less accumulated depreciation
|
|
|
(17,077
|
)
|
|
|
(14,189
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
42,425
|
|
|
$
|
44,296
|
|
|
|
|
|
|
|
|
|
|
The Company completed a major portion of the Sandpoint Center,
its new headquarters, during 2008, with the Sandpoint branch and
administrative offices relocated in the second quarter of 2008
to the new building. During the years ended December 31,
2009 and 2008, the Company capitalized $0 and $461,000,
respectively, in interest and applied this amount to
construction in progress. The Company sold the Sandpoint Center
in August 2009 to a third party for $24.8 million with
financing provided by Panhandle State Bank. Because of the
non-recourse financing terms offered by Panhandle State Bank,
the transaction is accounted for utilizing the financing method
for accounting purposes. Consequently, there was no gain
recognized at the time of the transaction and the building will
remain on the consolidated financial statements with
depreciation and interest expense recognized over the life of
the lease. Panhandle State Bank executed an agreement to lease
the building from the purchaser with an initial term of
20 years with three successive options to extend the lease
for an additional 10 years each. For all components of
Office Properties and Equipment, total depreciation expense in
the years ended December 31, 2009, 2008, and 2007 was
approximately $3,407,000, $3,521,000 and $2,632,000,
respectively.
|
|
4.
|
Other
Real Estate Owned
|
Other Real Estate Owned OREO is recorded at fair
value, less estimated selling expenses, at foreclosure. The
carrying value of OREO is regularly evaluated and, if necessary,
an allowance is established to reduce the carrying value to net
realizable value. Changes in the carrying value of OREO are as
follows for the periods presented:
Other
Real Estate Owned Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
(Dollars in thousands)
|
|
|
Balance, beginning of period, January 1
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
$
|
795
|
|
Additions to OREO
|
|
|
20,789
|
|
|
|
4,092
|
|
|
|
896
|
|
Proceeds from sale of OREO
|
|
|
(9,830
|
)
|
|
|
(474
|
)
|
|
|
(9
|
)
|
OREO valuation Adjustments in the period(1)
|
|
|
(3,962
|
)
|
|
|
(759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period, December 31
|
|
$
|
11,538
|
|
|
$
|
4,541
|
|
|
$
|
1,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amount includes chargedowns and gains/losses on sale of OREO |
The balance of OREO increased by $7.0 million during 2009,
as the Bank worked higher levels of non-performing loans through
the collection and foreclosure process. Disposition of OREO
assets increased markedly in
F-24
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the latter half of 2009, resulting in a reduction between the
end of the third and fourth quarters of $2.9 million. At
year end, OREO assets consisted of commercial land (25%),
developed residential lots (23%), raw land (23%), commercial
buildings (17%), and single family residences (12%). The Credit
Risk Management and Asset Disposition groups continue to work
rapidly to dispose of OREO properties through a combination of
individual sales to investors, bulk sales to investors, and
auction sales, generally as a last resort.
|
|
5.
|
Goodwill
and Other Intangible Assets
|
Intermountain has goodwill and core deposit intangible assets
which were recorded in connection with business combinations
.The value of the core deposit intangibles is amortized over the
estimated life of the depositor relationships. At
December 31, 2009 and 2008, the net carrying value of core
deposit intangibles was approximately $439,000 and $576,000,
respectively. Accumulated amortization at December 31, 2009
and 2008 was approximately $957,000 and $821,000, respectively.
Amortization expense related to core deposit intangibles for the
years ended December 31, 2009, 2008 and 2007 was
approximately $136,000, $147,000 and $158,000, respectively.
Intangible amortization for each of the next five years is
estimated to be as follows (in thousands):
|
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
|
2010
|
|
$
|
129
|
|
2011
|
|
|
122
|
|
2012
|
|
|
116
|
|
2013
|
|
|
46
|
|
2014
|
|
|
26
|
|
|
|
|
|
|
|
|
$
|
439
|
|
|
|
|
|
|
The carrying value of goodwill, $11.7 million, was
unchanged for December 31, 2009 and 2008. The Company
evaluates its goodwill for impairment at least annually. 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 existed 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 impairment did exist at the end of
2009, requiring the Company to engage in Step 2 to determine the
amount of the impairment.
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
F-25
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 or 2008. As this evaluation is based on changing market
conditions and estimates of current and future values and cash
flows, no assurance can be made that an impairment of goodwill
will not be required in future periods.
The components of deposits and applicable yields as of
December 31, 2009 and 2008, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Demand
|
|
$
|
168,244
|
|
|
$
|
154,265
|
|
NOW and money market 0.0% to 5.25%
|
|
|
340,070
|
|
|
|
321,556
|
|
Savings and IRA 0.0% to 5.88%
|
|
|
77,623
|
|
|
|
78,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585,937
|
|
|
|
554,492
|
|
Certificate of deposit accounts:
|
|
|
|
|
|
|
|
|
Up to 1.99%
|
|
|
80,312
|
|
|
|
25,086
|
|
2.00% to 2.99%
|
|
|
88,753
|
|
|
|
62,011
|
|
3.00% to 3.99%
|
|
|
51,158
|
|
|
|
125,193
|
|
4.00% to 4.99%
|
|
|
12,013
|
|
|
|
21,550
|
|
5.00% to 5.99%
|
|
|
1,148
|
|
|
|
2,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233,384
|
|
|
|
235,920
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
819,321
|
|
|
$
|
790,412
|
|
|
|
|
|
|
|
|
|
|
The weighted average interest rate on certificate of deposit
accounts was 2.43% and 3.22% at December 31, 2009 and 2008,
respectively.
At December 31, 2009, the scheduled maturities of
certificate of deposit accounts are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
Year Ending December 31,
|
|
Interest Rate
|
|
|
Amounts
|
|
|
2010
|
|
|
2.25
|
%
|
|
$
|
151,855
|
|
2011
|
|
|
2.38
|
%
|
|
|
38,873
|
|
2012
|
|
|
2.92
|
%
|
|
|
17,555
|
|
2013
|
|
|
2.91
|
%
|
|
|
8,743
|
|
2014
|
|
|
3.35
|
%
|
|
|
16,254
|
|
Thereafter
|
|
|
2.72
|
%
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
233,384
|
|
|
|
|
|
|
|
|
|
|
F-26
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
At December 31, 2009, the remaining maturities of
certificate of deposit accounts with a minimum balance of
$100,000 were as follows (in thousands):
|
|
|
|
|
|
|
Amounts
|
|
|
Less than three months
|
|
$
|
13,797
|
|
Three to six months
|
|
|
40,060
|
|
Six to twelve months
|
|
|
30,990
|
|
Over twelve months
|
|
|
61,936
|
|
|
|
|
|
|
|
|
$
|
146,783
|
|
|
|
|
|
|
The components of interest expense associated with deposits were
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
NOW and money market accounts
|
|
$
|
4,490
|
|
|
$
|
5,850
|
|
|
$
|
9,277
|
|
Savings and IRA accounts
|
|
|
674
|
|
|
|
679
|
|
|
|
1,038
|
|
Certificate of deposit accounts
|
|
|
7,175
|
|
|
|
8,111
|
|
|
|
8,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12,339
|
|
|
$
|
14,640
|
|
|
$
|
18,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
Securities
Sold Subject To Repurchase Agreements
|
Securities sold under agreements to repurchase, which are
classified as secured borrowings, generally are short-term
agreements. These agreements are treated as financing
transactions and the obligations to repurchase securities sold
are reflected as a liability in the consolidated financial
statements. The dollar amount of securities underlying the
agreements remains in the applicable asset account. These
agreements had a weighted average interest rate of 0.36% and
0.84% at December 31, 2009 and 2008, respectively.
Approximately $65.2 million of the repurchase agreements
mature on a daily basis, while the remaining balance of
$30.0 million has a variable interest rate of 0.0% and
matures in July 2011. The interest rate on the
$30.0 million repurchase agreement reindexes quarterly and
is based on 90 Day LIBOR. At December 31, 2009 and 2008,
the Company pledged as collateral, certain investment securities
with aggregate amortized costs of $125.4 million and
$114.8 million, respectively. These investment securities
had market values of $125.7 million and $116.3 million
at December 31, 2009 and 2008, respectively.
|
|
8.
|
Advances
From Federal Home Loan Bank
|
At 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 $69.9 million from the FHLB.
At December 31, 2008, the Bank had a $10.0 million
FHLB advance at 4.96% that matured in September 2010, a
$14.0 million FHLB advance at 4.90% that matured in
September 2009, a $5.0 million FHLB advance at 2.89% that
matured in April 2009, a $5.0 million FHLB advance at 2.95%
that matured in April 2009, and a $12.0 million FHLB
advance at 2.88% that matured in August 2009.
Advances from FHLB Seattle are collateralized by certain
qualifying loans. At December 31, 2009, Intermountain had
the ability to borrow $121.6 million from FHLB Seattle, of
which $49.0 million was utilized for borrowing. The Bank
also had a letter of credit agreement with the FHLB at
December 31, 2009 in the amount of $2.6 million, which
was collateralized using the same collateral. At
December 31, 2008, Intermountain had the
F-27
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
ability to borrow an additional $64.6 million from FHLB
Seattle. 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):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Term note payable(1)
|
|
$
|
8,279
|
|
|
$
|
8,279
|
|
Term note payable(2)
|
|
|
8,248
|
|
|
|
8,248
|
|
Term note payable(3)
|
|
|
|
|
|
|
941
|
|
Term note payable(4)
|
|
|
|
|
|
|
23,145
|
|
|
|
|
|
|
|
|
|
|
Total other borrowings
|
|
$
|
16,527
|
|
|
$
|
40,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
index plus 3.25%, with interest only paid quarterly. The rate on
this borrowing was 3.48% at December 31, 2009. 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 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 3.05% at December 31, 2009. The debt is
callable by the Company quarterly and matures in April 2034. See
Note A and B. |
|
(3) |
|
In January 2006, the Company purchased land to build its new
headquarters, the Sandpoint Center in Sandpoint, Idaho. It
entered into a Note Payable with the sellers of the property in
the amount of $1.13 million, with a fixed rate of 6.65%,
payable in equal installments. The note matures in February
2026, but was paid off in May 2009 as part of the refinance of
the borrowing discussed in Footnote 4 immediately below. |
|
(4) |
|
In March 2007, the Company entered into a borrowing agreement
with Pacific Coast Bankers Bank (PCBB) in the amount
of $18.0 million and in December 2007 increased the amount
to $25.0 million. The borrowing agreement was a
non-revolving line of credit with a variable rate of interest
tied to LIBOR and was collateralized by Bank stock and the
Sandpoint Center. This line was used primarily to fund the
construction costs of the Companys new headquarters
building in Sandpoint. The balance at December 31, 2008 was
$23.1 million with a variable rate of 3.4%. The borrowing
had a maturity of January 2009 and was extended for 90 days
with a fixed rate of 7.0%. In May 2009, the Company negotiated
new loan facilities with Pacific Coast Bankers Bank to refinance
this credit line into three longer-term, amortizing loans. The
loans were as follows: $9.0 million with a fixed interest
rate of 7.0% secured by the Sandpoint Center and Panhandle State
Bank stock, $11.0 million with a variable rate of 2.35%
plus the rate on the $11.0 million
12-month
certificate of deposit used to secure this loan (the loan rate
for the first year is 4.35%), and $3.0 million with a rate
of 10.0% secured by the Sandpoint Center and Panhandle State
Bank stock. In August 2009, the Sandpoint Center was sold in a
direct financing transaction with an outside party. As part of
this transaction the three loans were paid off. |
F-28
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
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 tax effects of the principal temporary differences giving
rise to deferred tax assets and liabilities as of
December 31, 2009 and 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Assets
|
|
|
Liabilities
|
|
|
Allowance for losses on loans
|
|
$
|
6,500
|
|
|
$
|
|
|
|
$
|
6,460
|
|
|
$
|
|
|
Investments
|
|
|
2,729
|
|
|
|
|
|
|
|
3,245
|
|
|
|
|
|
OREO Chargeoffs
|
|
|
741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOL carryforward
|
|
|
6,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred gain on sale of premises
|
|
|
1,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB stock
|
|
|
|
|
|
|
(74
|
)
|
|
|
|
|
|
|
(74
|
)
|
Office properties and equipment
|
|
|
|
|
|
|
(1,188
|
)
|
|
|
|
|
|
|
(1,000
|
)
|
Deferred compensation
|
|
|
392
|
|
|
|
|
|
|
|
350
|
|
|
|
|
|
Core deposit intangible
|
|
|
|
|
|
|
(26
|
)
|
|
|
|
|
|
|
(62
|
)
|
Other
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
(187
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income taxes
|
|
$
|
18,139
|
|
|
$
|
(1,288
|
)
|
|
$
|
10,055
|
|
|
$
|
(1,323
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of Intermountains income tax provision are
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current income taxes (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(5,742
|
)
|
|
$
|
1,228
|
|
|
$
|
5,346
|
|
State
|
|
|
(7
|
)
|
|
|
52
|
|
|
|
942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes (benefit):
|
|
|
(5,749
|
)
|
|
|
1,280
|
|
|
|
6,288
|
|
Federal
|
|
|
(6,949
|
)
|
|
|
(916
|
)
|
|
|
(526
|
)
|
State
|
|
|
(1,662
|
)
|
|
|
(444
|
)
|
|
|
(309
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax (benefit)
|
|
|
(8,611
|
)
|
|
|
(1,360
|
)
|
|
|
(835
|
)
|
Total income tax provision (benefit)
|
|
$
|
(14,360
|
)
|
|
$
|
(80
|
)
|
|
$
|
5,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-29
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
A reconciliation of the income tax provision and the amount of
income taxes computed by applying the statutory federal
corporate income tax rate to income before income taxes for the
years ended December 31, 2009, 2008 and 2007, is as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Income tax provision (benefit) at federal statutory rate
|
|
$
|
(12,695
|
)
|
|
|
(35.0
|
)%
|
|
$
|
411
|
|
|
|
35.0
|
%
|
|
$
|
5,215
|
|
|
|
35.0
|
%
|
Tax effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State taxes (net of federal tax benefit)
|
|
|
(1,667
|
)
|
|
|
(4.6
|
)%
|
|
|
(120
|
)
|
|
|
(10.2
|
)%
|
|
|
510
|
|
|
|
3.4
|
%
|
Tax exempt income and other, net
|
|
|
2
|
|
|
|
(0.0
|
)%
|
|
|
(371
|
)
|
|
|
(31.6
|
)%
|
|
|
(272
|
)
|
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(14,360
|
)
|
|
|
(39.6
|
)%
|
|
$
|
(80
|
)
|
|
|
(6.8
|
)%
|
|
$
|
5,453
|
|
|
|
36.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermountain has performed an analysis of its uncertain tax
positions and has not recorded any potential penalties, interest
or additional tax in its financial statements as of
December 31, 2009. Intermountains tax positions for
the years 2006 through 2009 remain subject to review by the
Internal Revenue Service. Intermountain does not expect
unrecognized tax benefits to significantly change within the
next twelve months.
Intermountain used $5.9 million of the 2009 tax benefit as
a loss carryback to offset taxes paid in previous years,
resulting in an income tax receivable. Intermountain will apply
for the associated refund and anticipates receiving it in the
second quarter of 2010.
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 of $16.9 million
will be realized principally through future reversals of
existing taxable temporary differences. Management further
believes that future taxable income will be sufficient to
realize the benefits of the $6.6 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 a valuation impairment on its tax asset will not be
required in future periods. The net deferred tax asset was
$8.7 million at December 31, 2008.
|
|
11.
|
Stock-Based
Compensation Plans
|
The Company has historically maintained equity compensation
plans that provided for the grant of awards to its officers,
directors and employees. These plans consisted of the 1988
Employee Stock Option Plan, the Amended and Restated 1999
Employee Stock Option and Restricted Stock Plan and the
1999 Director Stock Option Plan. The plans provided for the
grant of incentive stock options, nonqualified stock options and
restricted stock awards (with respect to the employee plans) and
nonqualified stock options and restricted stock awards (with
respect to the director plan). Option awards were granted at a
price not less than the greater of (i) the fair market
value of the common stock or (ii) the net book value of the
common stock at the time of the grant.
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, and upon
recommendation of management and
F-30
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 that 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.
During 2008 and 2007, the Company granted restricted stock to
its directors and employees from the 1999 Director Option
Plan and the amended and restructured 1999 Employee Stock Option
and Restricted Stock Plan. These restricted stock grants vest
evenly over a five-year period. The Company did not grant stock
options during 2009, 2008 or 2007.
The fair value of each stock option grant is estimated on the
date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option-pricing model was developed for use in
estimating the fair value of options. In addition, option
valuation models require the input of highly subjective
assumptions, particularly for the expected term and stock price
volatility. The employee stock options do not trade on a
secondary exchange, therefore employees do not derive a benefit
from holding stock options unless there is an appreciation in
the market price of the stock above the grant price. Such an
increase in stock price would benefit all shareholders
commensurately. The assumptions used to calculate the fair value
of options granted are evaluated and revised, as necessary, to
reflect market conditions and our experience. The fair value of
each restricted share is based on the fair market value at the
date of grant. The Company records compensation expense based on
the determined fair value.
Total stock-based compensation expense (benefit) recognized in
the consolidated statement of operations for the years ended
December 31, 2009, 2008 and 2007 was $367,000, ($110,000)
and $486,000 before income taxes, respectively. Total expense
related to stock-based compensation for 2009 is comprised of
restricted stock expense. The total net benefit related to
stock-based compensation for 2008 is comprised of restricted
stock expense, option expense and expense related to the
2006-2008
Long-Term Incentive Plan (LTIP). The LTIP expense
was based on anticipated company performance over a
3-year
period and had a
5-year
vesting period. During the twelve months ended December 31,
2008, the Company reversed $640,000 in accrued incentives
related to the LTIP as it appeared that asset growth and ROE
targets required by the plan would not be met by the end of
2008. Of the total stock-based compensation expense during the
year ended December 31, 2008, stock option net benefit was
($462,000), restricted stock expense was $348,000 and other
expense related to stock options issued below market price at
issue date totaled $4,000. The Company has no remaining
unrecognized stock-based compensation expense related to the
non-vested stock options outstanding at December 31, 2009.
Total expense related to stock-based compensation for 2007 is
comprised of restricted stock expense, option expense and
expense related to the
2006-2008
LTIP. Of the total stock-based compensation expense during the
year ended December 31, 2007 stock option expense was
$196,000, restricted stock expense was $244,000 and other
expense related to stock options issued below market price at
issue date totaled $46,000.
Prior to the adoption of ASC 718, the Company presented all tax
benefits resulting from the exercise of stock options as
operating cash inflows in the consolidated statements of cash
flows. ASC 718 requires the benefits of tax deductions in excess
of the compensation cost recognized for those options to be
classified as financing cash inflows rather than operating cash
inflows, on a prospective basis. This amount is shown as
Excess tax benefit from stock-based compensation on the
consolidated statement of cash flows.
F-31
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock option transactions for all of the above described plans
are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Average
|
|
|
Exercise Price
|
|
|
Remaining life
|
|
|
Intrinsic
|
|
|
|
Shares(1)
|
|
|
Exercise Price(1)
|
|
|
Per Share
|
|
|
(Years)
|
|
|
Value(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(thousands)
|
|
|
Balance , January 1, 2007
|
|
|
575,927
|
|
|
|
5.35
|
|
|
|
2.68 13.20
|
|
|
|
4.04
|
|
|
|
3,085
|
|
Options granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(86,726
|
)
|
|
|
4.55
|
|
|
|
2.68 13.20
|
|
|
|
|
|
|
|
1,192
|
|
Options forfeited and canceled
|
|
|
(1,872
|
)
|
|
|
11.09
|
|
|
|
7.99 13.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2007
|
|
|
487,329
|
|
|
|
5.48
|
|
|
|
2.79 13.20
|
|
|
|
3.12
|
|
|
|
4,640
|
|
Options granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(161,337
|
)
|
|
|
4.41
|
|
|
|
2.90 12.95
|
|
|
|
|
|
|
|
232
|
|
Options forfeited and canceled
|
|
|
(510
|
)
|
|
|
13.12
|
|
|
|
12.95 13.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2008
|
|
|
325,482
|
|
|
$
|
6.00
|
|
|
$
|
2.79 13.20
|
|
|
|
3.01
|
|
|
|
50
|
|
Options granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(12,721
|
)
|
|
|
4.41
|
|
|
|
3.70 4.42
|
|
|
|
|
|
|
|
7
|
|
Options forfeited and canceled
|
|
|
(58,075
|
)
|
|
|
4.51
|
|
|
|
4.42 12.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2009
|
|
|
254,686
|
|
|
$
|
6.35
|
|
|
$
|
2.79 13.20
|
|
|
|
2.69
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shares and Weighted-Average Exercise Price have been adjusted
for the 10% common stock dividend payable May 31, 2007 to
shareholders of record on May 15, 2007. |
|
(2) |
|
The aggregate intrinsic value is before applicable income taxes,
based on the Companys $2.40 closing stock price at
December 31, 2009, which would have been received by the
optionees had all options been exercised on that date. |
F-32
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents information about the options as of
December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Outstanding
|
|
|
Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
Number
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
of
|
|
|
Exercise
|
|
|
Remaining
|
|
|
Number
|
|
|
Exercise
|
|
Range of Exercise Price
|
|
Shares
|
|
|
Price
|
|
|
Life (Years)
|
|
|
of Shares
|
|
|
Price
|
|
|
$ 2.79 - $ 3.00
|
|
|
4,831
|
|
|
$
|
2.79
|
|
|
|
0.9
|
|
|
|
4,831
|
|
|
$
|
2.79
|
|
$ 3.01 - $ 4.00
|
|
|
63,992
|
|
|
|
3.79
|
|
|
|
1.1
|
|
|
|
63,992
|
|
|
|
3.79
|
|
$ 4.01 - $ 5.00
|
|
|
56,902
|
|
|
|
4.64
|
|
|
|
3.0
|
|
|
|
56,902
|
|
|
|
4.64
|
|
$ 5.01 - $ 6.00
|
|
|
63,167
|
|
|
|
5.51
|
|
|
|
3.0
|
|
|
|
63,167
|
|
|
|
5.51
|
|
$ 6.01 - $ 7.00
|
|
|
14,493
|
|
|
|
6.12
|
|
|
|
3.4
|
|
|
|
14,493
|
|
|
|
6.12
|
|
$12.00 - $13.00
|
|
|
44,400
|
|
|
|
12.85
|
|
|
|
3.8
|
|
|
|
44,400
|
|
|
|
12.85
|
|
$13.01 - $14.00
|
|
|
6,901
|
|
|
|
13.15
|
|
|
|
4.5
|
|
|
|
6,901
|
|
|
|
13.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
254,686
|
|
|
$
|
6.35
|
|
|
|
2.7
|
|
|
|
254,686
|
|
|
$
|
6.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of shares and exercise prices have been adjusted for
the 10% common stock dividend effective May 31, 2007.
As of December 31, 2009, total unrecognized stock-based
compensation expense related to non-vested restricted stock
grants was approximately $827,000, which was expected to be
recognized over a period of approximately 2.6 years. During
the years ended December 31, 2009, 2008 and 2007, the
intrinsic value of stock options exercised was $7,000, $232,000
and $1.2 million, and the total fair value of the options
vested was $0, $0 and $161,000, respectively.
Restricted stock transactions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
Number of
|
|
|
Grant Date Fair
|
|
|
|
Shares(1)
|
|
|
Value(1)
|
|
|
Nonvested shares
|
|
|
|
|
|
|
|
|
Balance, January 1, 2007
|
|
|
45,091
|
|
|
|
17.23
|
|
Shares granted
|
|
|
33,524
|
|
|
|
21.44
|
|
Shares vested
|
|
|
(9,718
|
)
|
|
|
17.97
|
|
Shares forfeited and canceled
|
|
|
(4,602
|
)
|
|
|
16.53
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
|
64,295
|
|
|
|
19.53
|
|
Shares granted
|
|
|
51,633
|
|
|
|
12.54
|
|
Shares vested
|
|
|
(15,256
|
)
|
|
|
18.10
|
|
Shares forfeited and canceled
|
|
|
(4,105
|
)
|
|
|
18.42
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
|
96,567
|
|
|
|
16.06
|
|
Shares granted
|
|
|
|
|
|
|
|
|
Shares vested
|
|
|
(21,913
|
)
|
|
|
17.06
|
|
Shares forfeited and canceled
|
|
|
(1,936
|
)
|
|
|
17.79
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
|
72,718
|
|
|
$
|
15.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Shares and Weighted-Average Grant-Date Fair Value have been
adjusted for the 10% common stock dividend, payable May 31,
2007 to shareholders of record on May 15, 2007. |
F-33
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table (in thousands, except per share amounts)
presents a reconciliation of the numerators and denominators
used in the basic and diluted earnings per share computations
for the years ended December 31 2009, 2008, and 2007. Weighted
average shares outstanding have been adjusted for the 10% common
stock dividend effective May 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income basic and diluted
|
|
$
|
(21,911
|
)
|
|
$
|
1,254
|
|
|
$
|
9,445
|
|
Preferred stock dividend
|
|
|
1,662
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income available to commons stockholders
|
|
$
|
(23,573
|
)
|
|
$
|
1,209
|
|
|
$
|
9,445
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic
|
|
|
8,360,654
|
|
|
|
8,294,502
|
|
|
|
8,206,341
|
|
Dilutive effect of common stock options, restricted stock awards
|
|
|
|
|
|
|
220,334
|
|
|
|
398,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding diluted
|
|
|
8,360,654
|
|
|
|
8,514,836
|
|
|
|
8,604,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
(2.82
|
)
|
|
$
|
0.15
|
|
|
$
|
1.15
|
|
Effect of dilutive common stock options
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share diluted
|
|
$
|
(2.82
|
)
|
|
$
|
0.14
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2009, 2008 and 2007 there were 254,686,
53,332 and 0 options outstanding, respectively that were not
included in the dilutive calculations above. For the year ended
December 31, 2009, 2008 and 2007, 0, 9,000 and
44,000 shared performance stock awards have been included
in the dilutive shares. These are related to the non-vested
restricted stock awards, stock warrants and the
2003-2005
Long Term Incentive Plan.
On December 19, 2008, IMCB issued 27,000 shares of
Fixed Rate Cumulative Perpetual Preferred Stock, no par value
with a liquidation preference of $1,000 per share
(Preferred Stock) and a ten-year warrant to purchase
up to 653,226 shares of IMCB Common Stock, no par value, as
part of the Troubled Asset Relief Program Capital
Purchase Program of the U.S. Department of Treasury
(U.S. Treasury). The $27.0 million cash
proceeds were allocated between the Preferred Stock and the
warrant to purchase common stock based on the relative estimated
fair values at the date of issuance. The fair value of the
warrants was determined under the Black-Scholes model. The model
includes assumptions regarding IMCBs common stock prices,
dividend yield, and stock price volatility as well as
assumptions regarding the risk-free interest rate. The strike
price for the warrant is $6.20 per share.
Dividends on the Preferred Stock will accrue and be paid
quarterly at a rate of 5% per year for the first five years and
thereafter at a rate of 9% per year. During the third quarter of
2009, the Board of Directors of the Company approved the
deferral of regularly scheduled quarterly dividends on the
Preferred Stock, beginning in December 2009. The shares of
Preferred Stock have no stated maturity, do not have voting
rights except in certain limited circumstances and are not
subject to mandatory redemption or a sinking fund.
The Preferred Stock has priority over IMCBs Common Stock
with regard to the payment of dividends and liquidation
distributions. The Preferred Stock qualifies as Tier 1
capital. The agreement with the U.S. Treasury contains
limitations on certain actions of IMCB, including the payment of
quarterly cash dividends on IMCBs
F-34
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
common stock in excess of current cash dividends paid in the
previous quarter and the repurchase of its common stock during
the first three years of the agreement. In addition, IMCB agreed
that, while the U.S. Treasury owns the Preferred Stock,
IMCBs employee benefit plans and other executive
compensation arrangements for its senior executive officers must
comply with Section 111(b) of the Emergency Economic
Stabilization Act of 2008.
On May 31, 2007, Intermountain distributed a Board of
Directors approved 10% stock dividend to shareholders of record
on May 15, 2007.
The Bank is subject to certain restrictions on the amount of
dividends that it may declare without prior regulatory approval.
At December 31, 2009 and 2008, approximately $0 and
$1.2 million of retained earnings were available for
dividend declaration without prior regulatory approval.
The Company (on a consolidated basis) and the Bank are subject
to various regulatory capital requirements administered by state
and federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if
undertaken, could have a direct, material effect on the
Companys financial statements.
Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Company and the Bank must meet
specific capital guidelines that involve quantitative measures
of their assets, liabilities and certain off-balance-sheet items
as calculated under regulatory accounting practices. The capital
amounts and classifications are also subject to qualitative
judgments by the regulators about components, risk weightings
and other factors.
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
exploring other opportunities to enhance its capital levels,
although there can be no assurance in this regard. At
December 31, 2009, Intermountain exceeded both its internal
guidelines and the published regulatory capital requirements to
be considered well-capitalized pursuant to Federal
Financial Institutions Examination Council FFIEC
regulations. However, it has recently executed an informal
Memorandum of Understanding with its primary regulators which,
among other conditions, requires the Company to raise an
additional $30 million in capital by June 16, 2010 and
maintain a 10% Tier 1 capital to average assets ratio.
F-35
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table sets forth the amounts and ratios regarding
actual and minimum core Tier 1 risk-based and total
risk-based capital requirements, together with the amounts and
ratios required in order to meet the published definition of a
well-capitalized institution (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Well-Capitalized
|
|
|
|
Actual
|
|
|
Requirements
|
|
|
Requirements
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Dollars in thousands)
|
|
|
As of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
$
|
100,553
|
|
|
|
12.52
|
%
|
|
$
|
64,254
|
|
|
|
8
|
%
|
|
$
|
80,317
|
|
|
|
10
|
%
|
Panhandle State Bank
|
|
|
102,095
|
|
|
|
12.72
|
%
|
|
|
64,188
|
|
|
|
8
|
%
|
|
|
80,234
|
|
|
|
10
|
%
|
Tier I capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
90,442
|
|
|
|
11.26
|
%
|
|
|
32,127
|
|
|
|
4
|
%
|
|
|
48,190
|
|
|
|
6
|
%
|
Panhandle State Bank
|
|
|
91,984
|
|
|
|
11.46
|
%
|
|
|
32,094
|
|
|
|
4
|
%
|
|
|
48,141
|
|
|
|
6
|
%
|
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
90,442
|
|
|
|
8.61
|
%
|
|
|
41,997
|
|
|
|
4
|
%
|
|
|
52,497
|
|
|
|
5
|
%
|
Panhandle State Bank
|
|
|
91,984
|
|
|
|
8.67
|
%
|
|
|
42,431
|
|
|
|
4
|
%
|
|
|
53,039
|
|
|
|
5
|
%
|
As of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
$
|
131,648
|
|
|
|
14.47
|
%
|
|
$
|
72,788
|
|
|
|
8
|
%
|
|
$
|
90,985
|
|
|
|
10
|
%
|
Panhandle State Bank
|
|
|
129,426
|
|
|
|
14.22
|
%
|
|
|
72,789
|
|
|
|
8
|
%
|
|
|
90,987
|
|
|
|
10
|
%
|
Tier I capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
120,212
|
|
|
|
13.21
|
%
|
|
|
36,394
|
|
|
|
4
|
%
|
|
|
54,591
|
|
|
|
6
|
%
|
Panhandle State Bank
|
|
|
117,990
|
|
|
|
12.97
|
%
|
|
|
36,395
|
|
|
|
4
|
%
|
|
|
54,592
|
|
|
|
6
|
%
|
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
120,212
|
|
|
|
11.29
|
%
|
|
|
42,606
|
|
|
|
4
|
%
|
|
|
53,258
|
|
|
|
5
|
%
|
Panhandle State Bank
|
|
|
117,990
|
|
|
|
11.37
|
%
|
|
|
41,515
|
|
|
|
4
|
%
|
|
|
51,894
|
|
|
|
5
|
%
|
|
|
15.
|
Commitments
and Contingent Liabilities
|
The Company is engaged in lending activities with borrowers in a
variety of industries. A substantial portion of lending is
concentrated in the regions in which the Company is located.
Collateral on loans, loan commitments and standby letters of
credit vary and may include accounts receivable, inventories,
investment securities, real estate, equipment and vehicles. The
amount and nature of collateral required is based on credit
evaluations of the individual customers.
The Bank is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet
the financing needs of its banking customers. These financial
instruments generally include commitments to extend credit,
credit card arrangements, standby letters of credit and
financial guarantees. Those instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of
the amount recognized in the consolidated balance sheet. The
contract amounts of those instruments reflect the extent of
involvement the Bank has in particular classes of financial
instruments.
The Banks exposure to credit loss in the event of
nonperformance by the other party to the financial instrument
for commitments to extend credit, credit card arrangements,
standby letters of credit and financial guarantees written is
represented by the contractual amount of those instruments. The
Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet
instruments.
F-36
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The contractual amounts of these financial instruments
representing credit risk at December 31, 2009, were as
follows (in thousands):
|
|
|
|
|
Commitments to extend credit
|
|
$
|
123,785
|
|
Credit card arrangements
|
|
$
|
12,809
|
|
Standby letters of credit
|
|
$
|
17,250
|
|
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. Standby
letters of credit typically expire during the next
12 months.
Intermountain leases office space and equipment. As of
December 31, 2009, future minimum payments under all of the
Companys non-cancelable operating leases that have initial
terms in excess of one year are due as follow (in thousands):
|
|
|
|
|
Year Ending December 31,
|
|
Amount
|
|
|
2010
|
|
$
|
1,004
|
|
2011
|
|
|
969
|
|
2012
|
|
|
916
|
|
2013
|
|
|
790
|
|
2014
|
|
|
786
|
|
Thereafter
|
|
|
10,271
|
|
|
|
|
|
|
|
|
$
|
14,736
|
|
|
|
|
|
|
Rent expense under these agreements for the years ended
December 31, 2009, 2008 and 2007 totaled approximately
$1,212,000, $1,147,000, and $1,195,000, respectively. The
operating lease obligations outlined above include lease
obligations for the Canyon Rim and Gooding branches in the
amount of $112,500 per year and $63,750 per year, respectively.
Intermountain owned these buildings and executed a purchase and
sale agreement to sell these buildings in December 2006.
Intermountain also executed lease agreements in December 2006
which became effective in January 2007 to lease the same
buildings. The sale-leaseback agreements do not require any
future commitments, obligations, provisions or circumstances
that would require or result in the Companys continuing
involvement
The Company sold the Sandpoint Center, its Company headquarters,
in August 2009 to a third party in a sale-leaseback transaction.
Because of the non-recourse financing terms offered by Panhandle
State Bank, the lease is treated as an operating lease utilizing
the financing method for accounting purposes. Consequently,
there was no gain recognized at the time of the transaction and
the building will remain on the consolidated financial
statements with depreciation and interest expense recognized
over the life of the lease. Panhandle State Bank executed an
agreement to lease the building from the purchaser with an
initial term of 20 years with three successive options to
F-37
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
extend the lease for an additional 10 years each. At
December 31, 2009, the future minimum lease payments for
the Sandpoint Center and related sublease income are as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Sandpoint
|
|
|
|
|
|
|
Center
|
|
|
|
|
|
|
Lease
|
|
|
Sub Lease
|
|
Year Ending December 31,
|
|
Obligation
|
|
|
Income(1)
|
|
|
2010
|
|
$
|
1,635
|
|
|
$
|
(46
|
)
|
2011
|
|
|
1,635
|
|
|
|
(57
|
)
|
2012
|
|
|
1,635
|
|
|
|
(59
|
)
|
2013
|
|
|
1,635
|
|
|
|
(61
|
)
|
2014
|
|
|
1,717
|
|
|
|
(52
|
)
|
Thereafter
|
|
|
27,103
|
|
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
35,360
|
|
|
$
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Sublease income only includes income anticipated to be received
under leases in effect at December 31, 2009. Additional
space is available and may be subleased in the future. |
|
|
16.
|
Employee
Benefits Plans
|
The Company sponsors a 401(k) profit sharing plan covering
employees meeting minimum eligibility requirements. Employee
contributions are voluntary, and the Company may make elective
contributions to match up to 50% of the employees
contribution up to 8% of eligible compensation. The
Companys contributions to the plan for the years ended
December 31, 2009, 2008 and 2007 totaled approximately
$321,000, $681,000, and $589,000, respectively. Effective
January 1, 2009 the Company decreased the contribution
match from 50% to 25%. Effective January 1, 2010, the
Company decreased the contribution match to 0%.
During 2003, the Company entered into a split dollar life
insurance agreement on behalf of certain key executives. The
policies were fully funded at purchase. The Company and the
employees estate are co-beneficiaries, with each receiving
a certain amount upon death of the employee. Also, as a result
of the Snake River Bancorp, Inc. acquisition in November 2004,
the Company also assumed a split dollar life insurance agreement
with Snake River directors and key executives.
The Company has various compensation plans for employees.
Contributions to the plan are at the discretion of the Board of
Directors. Deferred compensation expense for the plans described
below for the years ended December 31, 2009, 2008 and 2007
was approximately $855,000, $1,768,000, and $3,251,000,
respectively. These various compensation plans are discussed in
detail below.
|
|
|
|
|
The Company has annual incentive plans for key employees.
Amounts are paid annually within 75 days after each year
end. The accrued balance at December 31, 2009 and 2008 for
these plans was approximately $183,000 and $1,752,000,
respectively.
|
|
|
|
In 2003, the Company adopted a Supplemental Executive Retirement
Plan (SERP). The SERP is a non-qualified unfunded
plan designed to provide retirement benefits for two key
employees of Intermountain. Participants will receive
approximately $258,620 in annual payments for 10 years
beginning at normal retirement age. Retirement benefits vest
after ten years of continued service and benefits are reduced
for early retirement. The disability benefit is similar to the
reduced benefit for early retirement without any vesting
requirements. The plan provides for a change in control benefit
if, within one year of a change in control, the
participants employment is terminated. The total amount
accrued under the plan as of December 31, 2009 and 2008,
was approximately $408,000 and $327,000, respectively.
|
F-38
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
In April 2006, the Company implemented a long-term executive
incentive plan, based on long-term corporate goals, to provide
compensation in the form of stock grants to key executive
officers. Participants are required to remain employed through
the vesting period to receive any accrued benefits under the
plan. At the end of 2008, the minimum threshold for payment
under the plan was not met, and therefore, the Company cancelled
all accruals and suspended the plan. For this stock-based
compensation plan, the total adjustment to equity per ASC 718 at
December 31, 2008 was $0 and the compensation expense
recorded for the year ended December 31, 2008 was
($597,000). The Company had recorded compensation expense
related to the long-term incentive plan through May 2008, then
reversed expense totaling $640,000 in June 2008. The Company did
not have a long-term executive incentive plan in place during
2009.
|
|
|
|
The Company has approved stock purchase agreements for certain
key officers. Participants must remain employed to receive
payments annually in December. The total amount paid under these
agreements for 2009 and 2008 was approximately $508,000 and
$562,000, respectively. Approximately $1,512,000 remained
available to be awarded at December 31, 2009.
|
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. Currently, Intermountains interest-
earning assets, consisting primarily of loans receivable and
investments, mature or reprice on different terms, than do its
interest-bearing liabilities, consisting primarily of deposits.
Assets maturing or repricing more frequently on average than
liabilities may be beneficial in times of rising interest rates;
however, such an asset/liability structure may result in
declining net interest income during periods of falling interest
rates. The use of the Banks pricing strategies, along with
other asset-liability strategies, helps to mitigate the negative
impact in a falling interest rate environment.
To minimize the impact of fluctuating interest rates on net
interest income, Intermountain promotes a loan pricing policy
consisting of both fixed and variable rate structures. Deposit
pricing strategies are also employed to help distribute funding
repricing between both short and long term sources.
Additionally, Intermountain maintains an asset and liability
management program intended to manage net interest income
through interest rate cycles and to protect its NPV by
controlling its exposure to changing interest rates.
Intermountain uses an internal simulation model designed to
measure the sensitivity of net interest income, net income and
NPV to changes in interest rates. This simulation model is
designed to enable Intermountain to generate a forecast of net
interest income, net income and NPV given various interest rate
forecasts and alternative strategies. The model also is 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 and short-term interest
rates have on the performance of Intermountain. Validation of
this model is achieved through backtesting and the use of a
third party model. Consultants from this third-party vendor run
an independent model which is then used to compare and validate
internal results as well as providing critical information for
asset-liability decision making.
Another monitoring tool used by Intermountain to assess interest
rate risk is gap analysis. The matching of repricing
characteristics of assets and liabilities may be analyzed by
examining the extent to which such assets and liabilities are
interest sensitive and by monitoring
Intermountains interest sensitivity gap.
Management is aware of the sources of interest rate risk and
endeavors to actively monitor and manage its interest rate risk
although there can be no assurance regarding the management of
interest rate risk in future periods.
F-39
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
18.
|
Related-Party
Transactions
|
The Bank has executed certain loans and deposits with its
directors, officers and their affiliates. Related party loans
and deposits are transacted as part of the Companys normal
course of business, and are not subject to preferential terms or
conditions. The aggregate amount of loans outstanding to such
related parties at December 31, 2009 and 2008 was
approximately $226,000 and $446,000, respectively.
During the year, the balance of loans outstanding to directors
and executive officers changed as follows (dollars in thousands):
|
|
|
|
|
|
|
2009
|
|
|
Balance, January 1,
|
|
$
|
446
|
|
Reclass
|
|
|
(244
|
)
|
New
|
|
|
285
|
|
Repayment
|
|
|
(261
|
)
|
|
|
|
|
|
Balance, December 31,
|
|
$
|
226
|
|
|
|
|
|
|
Directors fees of approximately $259,000, $281,000, and
$296,000 were paid during the years ended December 31,
2009, 2008 and 2007, respectively.
Two of the Companys Board of Directors are principals in
law firms that provide legal services to Intermountain. During
the years ended December 31, 2009, 2008 and 2007 the
Company incurred legal fees of approximately $3,000, $5,000, and
$9,000, respectively, related to services provided by these
firms.
In 2009, Curt Hecker, Intermountains Chief Executive
Officer became a Director on the Board of Pacific Coast Bankers
Bank (PCBB). The Bank utilizes PCBB as a
correspondent bank and utilizes Bank Investment Group, a
subsidiary of PCBB, for various management analytical reporting
functions. During 2009, the Company paid PCBB and related
companies $262,000 for services.
Two directors of Intermountain who joined the boards of
Intermountain and Panhandle State Bank in connection with the
Snake River Bancorp, Inc. acquisition and two former employees
of Magic Valley Bank, who are now employees of the Company, are
all members of a partnership which owned the branch office
building of Magic Valley Bank in Twin Falls, Idaho. The lease
requires monthly rent of $13,165 and expires on
February 28, 2018. The Company has an option to renew the
lease for three consecutive five-year terms at current market
rates. In connection with the Snake River Bancorp acquisition,
the lease was amended to grant the Company a two-year option to
acquire the property for $2.5 million. In December 2006,
the Company sold the option to acquire the property to an
unrelated party and executed a lease agreement to lease the
building. The property was sold in January 2007 and the lease
commenced in January 2007.
|
|
19.
|
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
F-40
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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. 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 December 31, 2009 and December 31, 2008, 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
Fair Value Gain
|
|
|
Receive Rate
|
|
|
Pay Rate
|
|
|
Type of Hedging
|
|
Maturity Date
|
|
Notional Amount
|
|
|
(Loss)
|
|
|
(LIBOR)
|
|
|
(Fixed)
|
|
|
Relationship
|
|
|
Pay Fixed, Receive Variable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2013
|
|
$
|
8,248
|
|
|
$
|
(678
|
)
|
|
|
0.28
|
%
|
|
|
4.58
|
%
|
|
|
Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Fair Value Gain
|
|
|
Receive Rate
|
|
|
Pay Rate
|
|
|
Type of Hedging
|
|
Maturity Date
|
|
Notional Amount
|
|
|
(Loss)
|
|
|
(LIBOR)
|
|
|
(Fixed)
|
|
|
Relationship
|
|
|
Pay Fixed, Receive Variable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2013
|
|
$
|
8,248
|
|
|
$
|
(985
|
)
|
|
|
4.75
|
%
|
|
|
4.58
|
%
|
|
|
Cash Flow
|
|
The fair values, or unrealized losses, of $678,000 at
December 31, 2009 and $985,000 at December 31, 2008
are included in other liabilities. These hedges were considered
highly effective during 2009, and none of the change in fair
value of these derivatives was attributed to hedge
ineffectiveness. The changes in fair value are separately
disclosed in the statement of changes in stockholders
equity as a component of comprehensive income. Net cash flows
from these interest rate swaps are included in interest expense
on trust preferred debentures. The unrealized loss at
December 31, 2009 is a component of comprehensive income
for December 31, 2009. At December 31, 2009,
Intermountain had $862,000 in pledged certificates of deposit
and $180,000 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:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
Dec 31,
|
|
|
Dec 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Unrealized (loss) at beginning of period
|
|
$
|
(985
|
)
|
|
$
|
|
|
Amount of gain (loss) recognized in other comprehensive income
|
|
|
307
|
|
|
|
(985
|
)
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) at end of period
|
|
$
|
(678
|
)
|
|
$
|
(985
|
)
|
|
|
|
|
|
|
|
|
|
F-41
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 December 31, 2009 and
December 31, 2008 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
December 31, 2008
|
|
|
Notional
|
|
Fair Value Gain
|
|
Notional
|
|
Fair Value Gain
|
|
|
Amount
|
|
(Loss)
|
|
Amount
|
|
(Loss)
|
|
Interest rate swaps with third party financial institutions
|
|
$
|
2,559
|
|
|
$
|
57
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008, other assets included $0 of
derivative assets and other liabilities included $0 of
derivative liabilities related to these interest rate swap
transactions, because they were executed in 2009. At
December 31, 2009, the interest rate swaps had a maturity
date of March 2019. At December 31, 2009, Intermountain had
$72,000 in restricted cash for the interest rate swap.
|
|
20.
|
Fair
Value of Financial Instruments
|
Fair value is defined under ASC 820 (formerly
SFAS 157) 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 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 process
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.
F-42
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table presents information about the
Companys assets measured at fair value on a recurring
basis as of December 31, 2009, and indicates the fair value
hierarchy of the valuation techniques utilized by the Company to
determine such fair value (dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
At December 31, 2009, Using
|
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active
|
|
|
Other
|
|
|
Significant
|
|
|
|
Fair Value
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Dec 31,
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
At December 31, 2008, Using
|
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active
|
|
|
Other
|
|
|
Significant
|
|
|
|
Fair Value
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Dec 31,
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Available-for-Sale
Securities
|
|
$
|
147,618
|
|
|
$
|
|
|
|
$
|
108,954
|
|
|
$
|
38,664
|
|
Other Assets Derivative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured at Fair Value
|
|
$
|
147,618
|
|
|
$
|
|
|
|
$
|
108,954
|
|
|
$
|
38,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Liabilities Derivatives
|
|
$
|
985
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
985
|
|
The changes in Level 3 assets and liabilities measured at
fair value on a recurring basis as of December 31, 2009 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, 2009 Balance
|
|
$
|
38,664
|
|
|
$
|
|
|
|
$
|
38,664
|
|
Total gains or losses (realized/unrealized)
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in earnings
|
|
|
(526
|
)
|
|
|
57
|
|
|
|
(469
|
)
|
Included in other comprehensive income
|
|
|
987
|
|
|
|
|
|
|
|
987
|
|
Net accretion of premium/discount included in income
|
|
|
853
|
|
|
|
|
|
|
|
853
|
|
Principal Payments
|
|
|
(7,742
|
)
|
|
|
|
|
|
|
(7,742
|
)
|
Transfers in and/or out of Level 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 Balance
|
|
$
|
32,236
|
|
|
$
|
57
|
|
|
$
|
32,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-43
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Fair
Value Measurement Transfers- Liabilities
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
Using Significant Unobservable
|
|
Description
|
|
Inputs ( Level 3) Derivatives
|
|
|
January 1, 2009 Balance
|
|
$
|
985
|
|
Total gains or losses (realized/unrealized)
|
|
|
|
|
Included in earnings
|
|
|
|
|
Included in other comprehensive income
|
|
|
(307
|
)
|
|
|
|
|
|
December 31, 2009 Balance
|
|
$
|
678
|
|
|
|
|
|
|
The table below presents a portion of the Companys loans
measured at fair value on a nonrecurring basis as of
December 31, 2009, because they are impaired
collateral-dependent loans and the Companys other real
estate owned (OREO), aggregated by the level in the
fair value hierarchy within which those measurements fall
(dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
|
|
|
At December 31, 2009, Using
|
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
In Active
|
|
|
Other
|
|
|
Significant
|
|
|
|
Fair Value
|
|
|
Markets for
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Dec 31,
|
|
|
Identical Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
2009
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Loans(1)
|
|
$
|
51,346
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
51,346
|
|
Other real estate owned
|
|
|
11,538
|
|
|
|
|
|
|
|
|
|
|
|
11,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured at Fair Value
|
|
$
|
62,884
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
62,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents impaired loans, net, which are included in loans. |
Impaired loans are valued based upon the net realizable value,
fair value less estimated selling costs, of the underlying
collateral, as is the Companys OREO. These loans include
currently performing loans per their contractual terms and
non-accrual loans. While appraisals or other independent
estimates of value do exist for this collateral, the uncertain
and volatile market conditions require potential adjustments in
value. As such, these loans and OREO are categorized as
level 3.
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 $149.5 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,
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.
F-44
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The available for sale portfolio also includes
$32.2 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 non-agency guaranteed mortgage-backed
securities and collateralized mortgage obligations, an active
market did not exist for these securities at December 31,
2009. 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 December 31,
2009 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 a
third 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,
the 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
Other-than-temporary
Impairment, 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 one
security comprised of a pool of mortgages was subject to
Other-than-Temporary
Impairment, (OTTI) as of March 31, 2009.
During that quarter, the Company recorded an OTTI of $1,751,000
on this security. Of the total $1,751,000 OTTI, $244,000 was
related to credit losses and was a charge against earnings. The
remaining $1,507,000 reflected non-credit value impairment and
was charged against the Companys other comprehensive
income and reported capital on the balance sheet. The Company
conducted a similar analysis on the estimated cash flows in
June, 2009 and as a result of this analysis, did not record
additional OTTI adjustments in the second quarter of 2009. Due
to the continued lack of an orderly market for the security and
the declining national economic and housing market, the Company
conducted a similar analysis on the estimated cash flows in both
the third and fourth quarters of 2009, and as a result of these
analyses, recorded additional credit loss impairments of
$198,000 and $84,000 against earnings, respectively. At this
time, the Company anticipates holding the security until its
value is recovered or maturity, and will continue to adjust its
other comprehensive income and capital position to reflect the
securitys current market value. The Company calculates
F-45
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 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 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 generally 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. Loans subject to
nonrecurring fair value measurement were $51.3 million at
December 31, 2009, of which $51.3 million were
classified as Level 3.
Other Real Estate Owned. At the applicable
foreclosure date, other real estate owned is recorded at fair
value of the real estate, less the estimated costs to sell the
real estate. Subsequently, other real estate owned, 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 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
December 31, 2009 totaled $11.5 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 9 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
December 31, 2009, it was a liability with a fair value of
$678,000.
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 December 31, 2009, it was an asset with a fair
value of $21,000. 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 December 31, 2009, it
was an asset with a fair value of $36,000.
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 December 31,
2009 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
F-46
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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
December 31, 2009 and 2008, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Carrying
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, restricted cash and federal funds sold
|
|
$
|
104,835
|
|
|
$
|
104,835
|
|
|
$
|
93,653
|
|
|
$
|
93,653
|
|
Interest bearing certificates of deposit
|
|
|
862
|
|
|
|
862
|
|
|
|
1,172
|
|
|
|
1,172
|
|
Available-for-sale
securities
|
|
|
181,784
|
|
|
|
181,784
|
|
|
|
147,618
|
|
|
|
147,618
|
|
Held-to-maturity
securities
|
|
|
15,177
|
|
|
|
15,397
|
|
|
|
17,604
|
|
|
|
17,525
|
|
Loans held for sale
|
|
|
6,574
|
|
|
|
6,574
|
|
|
|
933
|
|
|
|
933
|
|
Loans receivable, net
|
|
|
655,602
|
|
|
|
683,300
|
|
|
|
752,615
|
|
|
|
754,772
|
|
Accrued interest receivable
|
|
|
5,077
|
|
|
|
5,077
|
|
|
|
6,449
|
|
|
|
6,449
|
|
BOLI
|
|
|
8,397
|
|
|
|
8,397
|
|
|
|
8,037
|
|
|
|
8,037
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposit liabilities
|
|
|
819,321
|
|
|
|
786,704
|
|
|
|
790,412
|
|
|
|
777,710
|
|
Other borrowed funds
|
|
|
160,760
|
|
|
|
160,469
|
|
|
|
195,619
|
|
|
|
193,747
|
|
Accrued interest payable
|
|
|
1,211
|
|
|
|
1,211
|
|
|
|
2,275
|
|
|
|
2,275
|
|
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
F-47
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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.
|
|
21.
|
Quarterly
Financial Data (Unaudited)
|
The following tables present Intermountains condensed
operations on a quarterly basis for the years ended
December 31, 2009 and 2008 (dollars in thousands, except
per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2009
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter(1)
|
|
|
Interest income
|
|
$
|
14,347
|
|
|
$
|
14,483
|
|
|
$
|
13,603
|
|
|
$
|
11,434
|
|
Interest expense
|
|
|
(4,445
|
)
|
|
|
(4,271
|
)
|
|
|
(3,942
|
)
|
|
|
(3,512
|
)
|
Provision for losses on loans
|
|
|
(2,770
|
)
|
|
|
(18,684
|
)
|
|
|
(3,756
|
)
|
|
|
(11,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (loss) after provision for losses on loans
|
|
|
7,132
|
|
|
|
(8,472
|
)
|
|
|
5,905
|
|
|
|
(3,197
|
)
|
Other income
|
|
|
3,513
|
|
|
|
2,704
|
|
|
|
3,107
|
|
|
|
2,667
|
|
Operating expenses
|
|
|
(10,773
|
)
|
|
|
(12,666
|
)
|
|
|
(12,956
|
)
|
|
|
(13,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
(128
|
)
|
|
|
(18,434
|
)
|
|
|
(3,944
|
)
|
|
|
(13,765
|
)
|
Income tax provision (benefit)
|
|
|
9
|
|
|
|
7,432
|
|
|
|
1,702
|
|
|
|
5,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(119
|
)
|
|
$
|
(11,002
|
)
|
|
$
|
(2,242
|
)
|
|
$
|
(8,548
|
)
|
Preferred stock dividend
|
|
|
414
|
|
|
|
415
|
|
|
|
416
|
|
|
|
417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
(533
|
)
|
|
$
|
(11,417
|
)
|
|
$
|
(2,658
|
)
|
|
$
|
(8,965
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
(0.06
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(1.07
|
)
|
Earnings per share diluted
|
|
$
|
(0.06
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(1.07
|
)
|
Weighted average shares outstanding basic
|
|
|
8,348,238
|
|
|
|
8,362,402
|
|
|
|
8,365,836
|
|
|
|
8,365,836
|
|
Weighted average shares outstanding diluted
|
|
|
8,348,238
|
|
|
|
8,362,402
|
|
|
|
8,365,836
|
|
|
|
8,365,836
|
|
|
|
|
(1) |
|
The Company reversed $1.0 million in interest income
related to nonperforming and charged off loans. |
F-48
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Interest income
|
|
$
|
17,201
|
|
|
$
|
15,841
|
|
|
$
|
16,089
|
|
|
$
|
14,678
|
|
Interest expense
|
|
|
(5,875
|
)
|
|
|
(4,666
|
)
|
|
|
(4,979
|
)
|
|
|
(5,291
|
)
|
Provision for losses on loans
|
|
|
(258
|
)
|
|
|
(2,140
|
)
|
|
|
(2,474
|
)
|
|
|
(5,512
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (loss) after provision for losses on loans
|
|
|
11,068
|
|
|
|
9,035
|
|
|
|
8,636
|
|
|
|
3,875
|
|
Other income
|
|
|
2,778
|
|
|
|
5,233
|
|
|
|
3,014
|
|
|
|
2,915
|
|
Operating expenses
|
|
|
(11,259
|
)
|
|
|
(10,635
|
)
|
|
|
(11,422
|
)
|
|
|
(12,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
2,587
|
|
|
|
3,633
|
|
|
|
228
|
|
|
|
(5,274
|
)
|
Income tax provision (benefit)
|
|
|
(933
|
)
|
|
|
(1,364
|
)
|
|
|
(2
|
)
|
|
|
2,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,654
|
|
|
$
|
2,269
|
|
|
$
|
226
|
|
|
$
|
(2,895
|
)
|
Preferred stock dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
1,654
|
|
|
$
|
2,269
|
|
|
$
|
226
|
|
|
$
|
(2,940
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic
|
|
$
|
0.20
|
|
|
$
|
0.27
|
|
|
$
|
0.03
|
|
|
$
|
(0.35
|
)
|
Earnings per share diluted
|
|
$
|
0.19
|
|
|
$
|
0.27
|
|
|
$
|
0.03
|
|
|
$
|
(0.35
|
)
|
Weighted average shares outstanding basic
|
|
|
8,271,104
|
|
|
|
8,286,087
|
|
|
|
8,305,236
|
|
|
|
8,315,234
|
|
Weighted average shares outstanding diluted
|
|
|
8,564,618
|
|
|
|
8,534,186
|
|
|
|
8,461,591
|
|
|
|
8,315,234
|
|
|
|
22.
|
Parent
Company-Only Financial Information
|
Intermountain Community Bancorp became the holding company for
Panhandle State Bank on January 27, 1998. The following
Intermountain Community Bancorp parent company-only financial
information should be read in conjunction with the other notes
to the consolidated financial statements. The accounting
policies for the parent company-only financial statements are
the same as those used in the presentation of the consolidated
financial statements other than the parent company-only
financial statements account for the parent companys
investments in its subsidiaries under the equity method (in
thousands).
F-49
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,942
|
|
|
$
|
4,703
|
|
Certificates of Deposit
|
|
|
862
|
|
|
|
1,172
|
|
Building, net of depreciation
|
|
|
|
|
|
|
18,122
|
|
Fixed Assets, net of depreciation
|
|
|
|
|
|
|
114
|
|
Construction in progress
|
|
|
|
|
|
|
90
|
|
Land
|
|
|
|
|
|
|
2,099
|
|
Investment in subsidiaries
|
|
|
107,374
|
|
|
|
125,775
|
|
Prepaid expenses and other assets
|
|
|
218
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
110,396
|
|
|
$
|
152,448
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Other borrowings
|
|
$
|
16,527
|
|
|
$
|
40,613
|
|
Other liabilities
|
|
|
5,242
|
|
|
|
1,350
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
21,769
|
|
|
|
41,963
|
|
Stockholders Equity
|
|
|
88,627
|
|
|
|
110,485
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
110,396
|
|
|
$
|
152,448
|
|
|
|
|
|
|
|
|
|
|
Condensed
Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Interest income
|
|
$
|
72
|
|
|
$
|
2
|
|
|
$
|
|
|
Interest expense
|
|
|
(1,843
|
)
|
|
|
(1,778
|
)
|
|
|
(1,587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (expense)
|
|
|
(1,771
|
)
|
|
|
(1,776
|
)
|
|
|
(1,587
|
)
|
Equity in net earnings of subsidiary
|
|
|
(19,188
|
)
|
|
|
3,371
|
|
|
|
11,545
|
|
Other income
|
|
|
673
|
|
|
|
703
|
|
|
|
5
|
|
Operating expenses
|
|
|
(1,625
|
)
|
|
|
(1,044
|
)
|
|
|
(518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(21,911
|
)
|
|
$
|
1,254
|
|
|
$
|
9,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
INTERMOUNTAIN
COMMUNITY BANCORP
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Condensed
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(21,911
|
)
|
|
$
|
1,254
|
|
|
$
|
9,445
|
|
Equity income from subsidiary
|
|
|
19,188
|
|
|
|
(3,371
|
)
|
|
|
(11,545
|
)
|
Depreciation
|
|
|
291
|
|
|
|
296
|
|
|
|
|
|
Other
|
|
|
211
|
|
|
|
(161
|
)
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(2,221
|
)
|
|
|
(1,982
|
)
|
|
|
(1,930
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in and advances to subsidiaries
|
|
|
3,250
|
|
|
|
(23,000
|
)
|
|
|
|
|
Sale of premises and equipment
|
|
|
21,284
|
|
|
|
|
|
|
|
|
|
Purchase of office properties
|
|
|
(131
|
)
|
|
|
(210
|
)
|
|
|
(13,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
24,403
|
|
|
|
(23,210
|
)
|
|
|
(13,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to repurchase stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from other borrowings
|
|
|
23,000
|
|
|
|
3,657
|
|
|
|
14,428
|
|
Proceeds from preferred stock issuance, net of expenses
|
|
|
|
|
|
|
26,908
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
56
|
|
|
|
186
|
|
|
|
679
|
|
Repayment of borrowings
|
|
|
(47,086
|
)
|
|
|
(41
|
)
|
|
|
(32
|
)
|
Cash dividends paid to preferred stockholders
|
|
|
(1,223
|
)
|
|
|
|
|
|
|
|
|
Redemption of fractional shares of common stock
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(25,253
|
)
|
|
|
30,710
|
|
|
|
15,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
(3,071
|
)
|
|
|
5,518
|
|
|
|
121
|
|
Cash and cash equivalents, beginning of year
|
|
|
5,875
|
|
|
|
357
|
|
|
|
236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
2,804
|
|
|
$
|
5,875
|
|
|
$
|
357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermountain performed an evaluation of subsequent events
through the date upon which Intermountains annual report
on
Form 10-K
was filed with the Securities and Exchange Commission.
At a Special Meeting held on February 25, 2010 the
following matters were voted upon and approved:
1) An approval to amend the Companys Amended and
Restated Articles of Incorporation to (i) increase the
number of shares of common stock authorized for issuance from
29,040,000 to 300,000,000 shares.
2) An approval to effect a reverse stock split by a ratio
of not less than
one-for-two
and not more than
one-for-ten
at any time prior to April 30, 2011, with the exact ratio
to be determined by the Board, and to also reduce the number of
authorized shares of common stock available for issuance by the
reverse stock split ratio.
3) An approval to authorize an adjournment of the special
meeting if deemed necessary.
An Amendment to the Companys Articles of Incorporation to
increase the number of shares of common stock was filed with the
Idaho Secretary of State on February 25, 2010. The
amendment to effect the reverse stock split will not be filed
and become effective until such time as the Board, in its sole
discretion, determines it appropriate to implement the split to
maximize the anticipated benefit of the shareholders.
|
|
24.
|
Business
Combinations
|
Not applicable.
F-51