e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED March 31, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 000-50667
INTERMOUNTAIN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
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Idaho
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82-0499463 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
231 N. Third Avenue, Sandpoint, Idaho 83864
(Address of principal executive offices) (Zip Code)
(208) 263-0505
(Registrants telephone number, including area code)
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 is a large accelerated filer, an accelerated
file, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
o Large Accelerated filer þ Accelerated filer o Non Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock as
of the latest practicable date:
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Class
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Outstanding as of May 2, 2007 |
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Common Stock (no par value)
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7,446,567 |
Intermountain Community Bancorp
FORM 10-Q
For the Quarter Ended March 31, 2007
TABLE OF CONTENTS
2
PART I Financial Information
Item 1 Financial Statements
Intermountain Community Bancorp
Consolidated Balance Sheets
(Unaudited)
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March 31, |
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December 31, |
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2007 |
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2006 |
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(Dollars in thousands) |
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ASSETS: |
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Cash and cash equivalents: |
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Interest bearing |
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$ |
305 |
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$ |
72 |
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Non-interest bearing and vault |
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17,227 |
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24,305 |
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Restricted cash |
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532 |
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888 |
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Federal funds sold |
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54,250 |
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35,385 |
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Available-for-sale securities, at fair value |
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100,131 |
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118,490 |
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Held-to-maturity securities, at amortized cost |
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6,667 |
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6,719 |
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Federal Home Loan Bank of Seattle (FHLB) stock, at cost |
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1,779 |
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1,779 |
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Loans held for sale |
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4,748 |
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8,945 |
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Loans receivable, net |
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685,068 |
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664,403 |
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Accrued interest receivable |
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6,508 |
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7,329 |
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Office properties and equipment, net |
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27,371 |
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25,444 |
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Bank-owned life insurance |
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7,477 |
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7,400 |
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Goodwill |
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11,662 |
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11,662 |
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Other intangible assets |
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841 |
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881 |
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Prepaid expenses and other assets, net |
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7,101 |
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6,164 |
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Total assets |
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$ |
931,667 |
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$ |
919,866 |
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LIABILITIES: |
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Deposits |
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$ |
715,287 |
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$ |
693,686 |
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Securities sold subject to repurchase agreements |
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92,232 |
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106,250 |
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Advances from Federal Home Loan Bank of Seattle |
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5,000 |
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5,000 |
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Cashiers checks issued and payable |
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6,012 |
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6,501 |
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Accrued interest payable |
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2,209 |
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1,909 |
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Other borrowings |
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25,039 |
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22,602 |
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Accrued expenses and other liabilities |
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5,024 |
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5,838 |
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Total liabilities |
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850,803 |
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841,786 |
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Commitments and contingent liabilities |
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STOCKHOLDERS EQUITY: |
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Common stock, no par value; 26,400,000 shares authorized;
7,506,951 and 7,423,904 shares issued and 7,443,140 and
7,382,912 shares outstanding |
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60,767 |
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60,395 |
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Accumulated other comprehensive income |
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209 |
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(111 |
) |
Retained earnings |
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19,888 |
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17,796 |
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Total stockholders equity |
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80,864 |
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78,080 |
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Total liabilities and stockholders equity |
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$ |
931,667 |
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$ |
919,866 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
Intermountain Community Bancorp
Consolidated Statements of Income
(Unaudited)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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(Dollars in thousands, except |
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per share data) |
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Interest income: |
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Loans |
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$ |
15,061 |
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$ |
11,607 |
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Investments |
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1,995 |
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1,021 |
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Total interest income |
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17,056 |
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12,628 |
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Interest expense: |
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Deposits |
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4,434 |
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2,652 |
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Other borrowings |
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1,774 |
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685 |
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Total interest expense |
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6,208 |
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3,337 |
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Net interest income |
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10,848 |
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9,291 |
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(Provision for) recovery of losses on loans |
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(834 |
) |
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96 |
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Net interest income after provision for and
recovery of losses on loans |
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10,014 |
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9,387 |
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Other income: |
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Fees and service charges |
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2,517 |
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2,053 |
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Bank-owned life insurance |
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77 |
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75 |
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Other |
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447 |
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312 |
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Total other income |
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3,041 |
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2,440 |
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Operating expenses |
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9,677 |
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7,704 |
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Income before income taxes |
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3,378 |
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4,123 |
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Income tax provision |
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(1,285 |
) |
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(1,561 |
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Net income |
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$ |
2,093 |
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$ |
2,562 |
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Earnings per share basic |
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$ |
0.26 |
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$ |
0.32 |
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Earnings per share diluted |
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$ |
0.24 |
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$ |
0.30 |
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Weighted average shares outstanding basic |
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8,161,310 |
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7,967,562 |
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Weighted average shares outstanding diluted |
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8,615,307 |
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8,455,113 |
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The accompanying notes are an integral part of the consolidated financial statements.
4
Intermountain Community Bancorp
Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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(Dollars in thousands) |
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Cash flows from operating activities: |
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Net income |
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$ |
2,093 |
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$ |
2,562 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
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576 |
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480 |
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Stock-based compensation expense |
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76 |
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59 |
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Net amortization of premiums on securities |
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(155 |
) |
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71 |
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Excess tax benefit related to stock-based compensation |
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(188 |
) |
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(35 |
) |
Provisions for and (recoveries of) losses on loans |
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834 |
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(96 |
) |
Amortization of core deposit intangibles |
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40 |
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43 |
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Gain on sale of loans, investments, property and equipment |
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(141 |
) |
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Accretion of deferred gain on sale of branch property |
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(4 |
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Net accretion of loan and deposit discounts and premiums |
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(11 |
) |
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(35 |
) |
Increase in cash surrender value of bank-owned life insurance |
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(77 |
) |
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(75 |
) |
Change in |
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Loans held for sale |
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4,197 |
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(1,614 |
) |
Accrued interest receivable |
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821 |
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|
357 |
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Prepaid expenses and other assets |
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(1,426 |
) |
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(1,147 |
) |
Accrued interest payable |
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|
300 |
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52 |
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Accrued expenses and other liabilities |
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(1,467 |
) |
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97 |
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Net cash provided by operating activities |
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5,468 |
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719 |
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Cash flows from investing activities: |
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Purchases of available-for-sale securities |
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(23,929 |
) |
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Proceeds from calls or maturities of available-for-sale securities |
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41,224 |
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2,020 |
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Principal payments on mortgage-backed securities |
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1,759 |
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1,756 |
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Purchases of held-to-maturity securities |
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(649 |
) |
Proceeds from calls or maturities of held-to-maturity securities |
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42 |
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Origination of loans, net of principal payments |
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(22,292 |
) |
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(8,860 |
) |
Proceeds from sale of loans |
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935 |
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Purchase of office properties and equipment |
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(4,425 |
) |
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(1,345 |
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Proceeds from sale of office properties and equipment |
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|
2,244 |
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Net change in federal funds sold |
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(18,865 |
) |
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(5,410 |
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Improvements and other changes in other real estate owned |
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280 |
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Net decrease in restricted cash |
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|
356 |
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|
73 |
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Net cash used in investing activities |
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(22,671 |
) |
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(12,415 |
) |
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5
Intermountain Community Bancorp
Consolidated Statements of Cash Flows (continued)
(Unaudited)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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(Dollars in thousands) |
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Cash flows from financing activities: |
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Net change in demand, money market and savings deposits |
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$ |
35,010 |
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$ |
6,717 |
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Net change in certificates of deposit |
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(13,411 |
) |
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5,759 |
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Net change in repurchase agreements |
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(14,018 |
) |
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(5,373 |
) |
Principal reduction of note payable |
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(9 |
) |
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Excess tax benefit related to stock-based compensation |
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188 |
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35 |
|
Proceeds from exercise of stock options |
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152 |
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|
112 |
|
Proceeds from other borrowings |
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2,446 |
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Net cash provided by financing activities |
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10,358 |
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7,250 |
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Net change in cash and cash equivalents |
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|
(6,845 |
) |
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|
(4,446 |
) |
Cash and cash equivalents, beginning of period |
|
|
24,377 |
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|
23,875 |
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Cash and cash equivalents, end of period |
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$ |
17,532 |
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$ |
19,429 |
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Supplemental disclosures of cash flow information: |
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Cash paid during the period for: |
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Interest |
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$ |
7,099 |
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$ |
3,279 |
|
Income taxes |
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|
475 |
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|
450 |
|
Noncash investing and financing activities: |
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|
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|
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Restricted stock issued |
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|
684 |
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|
435 |
|
Deferred gain on sale/leaseback |
|
|
312 |
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|
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|
Purchase of land |
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|
|
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|
1,130 |
|
The accompanying notes are an integral part of the consolidated financial statements.
6
Intermountain Community Bancorp
Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended |
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March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Net income |
|
$ |
2,093 |
|
|
$ |
2,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains (losses)
on investments, net of reclassification
adjustments |
|
|
529 |
|
|
|
(446 |
) |
Less deferred income tax (expense) benefit |
|
|
(209 |
) |
|
|
194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss) |
|
|
320 |
|
|
|
(252 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
2,413 |
|
|
$ |
2,310 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
7
Intermountain Community Bancorp
Notes to Consolidated Financial Statements
1. |
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Basis of Presentation: |
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|
The foregoing unaudited interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these
financial statements do not include all of the disclosures required by accounting principles
generally accepted in the United States of America for complete financial statements. These
unaudited interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 2006. In the
opinion of management, the unaudited interim consolidated financial statements furnished
herein include adjustments, all of which are of a normal recurring nature, necessary for a
fair statement of the results for the interim periods presented. |
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|
|
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities known to exist as of the date the financial statements are
published, and the reported amounts of revenues and expenses during the reporting period.
Uncertainties with respect to such estimates and assumptions are inherent in the preparation
of Intermountain Community Bancorps (Intermountains or the Companys ) consolidated
financial statements; accordingly, it is possible that the actual results could differ from
these estimates and assumptions, which could have a material effect on the reported amounts
of Intermountains consolidated financial position and results of operations. |
|
2. |
|
Advances from the Federal Home Loan Bank of Seattle: |
|
|
|
The Company had an advance from the Federal Home Loan Bank of Seattle totaling $5.0 million
at March 31, 2007. The advance bears a fixed interest rate of 2.71% and matures on June 18,
2008. |
|
3. |
|
Other Borrowings: |
|
|
|
The components of other borrowings are as follows (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Term note payable (1) |
|
$ |
8,279 |
|
|
$ |
8,279 |
|
Term note payable (2) |
|
|
8,248 |
|
|
|
8,248 |
|
Term note payable (3) |
|
|
1,006 |
|
|
|
1,015 |
|
Term note payable (4) |
|
|
7,506 |
|
|
|
|
|
Term note payable (5) |
|
|
|
|
|
|
5,060 |
|
|
|
|
|
|
|
|
Total other borrowings |
|
$ |
25,039 |
|
|
$ |
22,602 |
|
|
|
|
|
|
|
|
|
|
|
(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 at 6.75%, with interest only paid quarterly starting in
June 2003. The debt is callable by the Company in March 2008 and matures in March
2033. |
|
(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 (London
Inter-Bank Offering Rate) index plus 2.8%, with interest only paid quarterly. The rate
on this borrowing was 8.16% at March 31, 2007. The debt is callable by the Company
after five years and matures in April 2034. |
|
(3) |
|
In January 2006, the Company purchased land to build the Financial and
Technical 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%. The note
matures in February 2026. |
|
(4) |
|
In March 2007, the Company entered into a borrowing agreement with Pacific
Coast Bankers Bank in the amount of $18.0 million. The borrowing agreement is a
revolving line of credit with a variable rate of interest of Prime less 1.00%. At
March 31, 2007, the balance outstanding was $7,506,000 at 7.25%. |
|
(5) |
|
In January 2006, the Company entered into a borrowing agreement with US Bank in
the amount of $5.0 million which was raised to $10.0 million in September 2006. The
borrowing agreement was a revolving line of credit with a variable rate of interest
tied to LIBOR. This line of credit was paid off in March 2007. |
8
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 Financial
Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities (FIN No.
46R), the trusts are not consolidated and the debentures and related amounts are treated
as debt of Intermountain.
4. |
|
Earnings Per Share: |
|
|
|
The following table presents the basic and diluted earnings per share computations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
(Dollars in thousands, except per share amounts) |
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Net |
|
|
Avg. |
|
|
Per Share |
|
|
Net |
|
|
Avg. |
|
|
Per Share |
|
|
|
Income |
|
|
Shares(1) |
|
|
Amount |
|
|
Income |
|
|
Shares(1) |
|
|
Amount |
|
Basic computations |
|
$ |
2,093 |
|
|
|
8,161,310 |
|
|
$ |
0.26 |
|
|
$ |
2,562 |
|
|
|
7,967,562 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
options and stock
grants |
|
|
|
|
|
|
453,997 |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
487,551 |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted computations |
|
$ |
2,093 |
|
|
|
8,615,307 |
|
|
$ |
0.24 |
|
|
$ |
2,562 |
|
|
|
8,455,113 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Weighted average shares outstanding have been adjusted for the
10% common stock dividend declared April 25, 2007, payable May 31, 2007 to shareholders of
record on May 15, 2007. |
5. |
|
Operating Expenses: |
|
|
|
The following table details Intermountains components of total operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Salaries and employee benefits |
|
$ |
6,120 |
|
|
$ |
4,617 |
|
Occupancy expense |
|
|
1,392 |
|
|
|
1,115 |
|
Advertising |
|
|
219 |
|
|
|
157 |
|
Fees and service charges |
|
|
278 |
|
|
|
219 |
|
Printing, postage and supplies |
|
|
346 |
|
|
|
352 |
|
Legal and accounting |
|
|
273 |
|
|
|
290 |
|
Other expense |
|
|
1,049 |
|
|
|
954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
9,677 |
|
|
$ |
7,704 |
|
|
|
|
|
|
|
|
6. |
|
Equity Compensation Plans: |
|
|
|
Effective January 1, 2006, the Company adopted FASB Statement No. 123 (R), Share-Based
Payment. Statement 123 (R) requires that compensation cost relating to share-based payment
transactions be recognized in financial statements. The cost is measured based on the fair
value of the equity or liability instruments issued. Statement 123 (R) covers a wide range
of share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. |
9
|
|
The Company adopted Statement 123 (R) using the modified prospective transition method.
Under this method, the Company is required to record compensation expense for all awards
granted after the date of adoption and for the unvested portion of previously granted awards
that remain outstanding as of the beginning of the period of adoption. The Company measured
share-based compensation cost using the Black-Scholes option pricing model for stock option
grants prior to January 1, 2006 and anticipates using this pricing mode for future grants.
Forfeitures did not affect the calculated expense based upon historical activities of option
grantees. |
|
|
|
The Company utilizes its stock to compensate employees and Directors under the 1999 Director
Stock Option Plan, the 1999 Employee Plan and the 1988 Employee Plan (together the Stock
Option Plans). Options to purchase Intermountain common stock have been granted to
employees and directors under the Stock Option Plans at prices equal to the fair market
value of the underlying stock on the dates the options were granted. The options vest 20%
per year, over a five-year period, and expire in 10 years. At March 31, 2007, there were
222,578 shares available for grant. The Company did not grant options to purchase
Intermountain common stock during either the three months ended March 31, 2007 or 2006. |
|
|
|
For the periods ended March 31, 2007 and 2006, stock option expense totaled $32,000 and
$29,000, respectively. The Company has approximately $232,000 remaining to expense related
to the non-vested stock options outstanding at March 31, 2007. This expense will be recorded
over a weighted average period of 16.0 months. The expense for the stock option expense was
based on the fair value of options granted calculated using the Black-Scholes valuation
model per FAS 123R. Assumptions used in the Black-Scholes option-pricing model for options
issued in years prior to 2005 are as follows: |
|
|
|
|
|
Dividend yield |
|
|
0.0 |
% |
Expected volatility |
|
|
17.0% - 46.6 |
% |
Risk free interest rates |
|
|
4.0% - 7.1 |
% |
Expected option lives |
|
5 - 10 years |
In 2003, shareholders approved a change to the 1999 Employee Option Plan to provide for the
granting of restricted stock awards. The Company has granted restricted stock to directors
and employees beginning in 2005. The restricted stock vests 20% per year, over a five-year
period. The Company granted 28,497 and 22,523 restricted shares with a grant date fair
value of $684,000 and $434,000 during the three months ended March 31, 2007 and 2006,
respectively. For the periods ended March 31, 2007 and 2006, restricted stock expense
totaled $32,000 and $19,000, respectively. Total expense related to stock-based
compensation recorded in the three months ended March 31, 2007 and 2006 was $76,000 and
$59,000, respectively.
A summary of the changes in stock options outstanding for the three months ended March 31,
2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2007 |
|
|
(dollars in thousands, except per share amounts) |
|
|
|
|
|
|
Weighted |
|
Weighted |
|
|
Number |
|
Average |
|
Average |
|
|
of |
|
Exercise |
|
Remaining |
|
|
Shares |
|
Price |
|
life(Years) |
Beginning Options Outstanding |
|
|
523,570 |
|
|
$ |
5.89 |
|
|
|
|
|
Options Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercises |
|
|
27,136 |
|
|
|
5.58 |
|
|
|
|
|
|
|
|
Ending options outstanding |
|
|
496,434 |
|
|
|
5.90 |
|
|
|
3.8 |
|
|
|
|
Exercisable at March 31 |
|
|
441,265 |
|
|
$ |
5.42 |
|
|
|
3.5 |
|
|
|
|
The total intrinsic value of options exercised during the periods ended March 31, 2007 and
2006 were $468,000 and $310,000, respectively.
10
A summary of the Companys nonvested restricted shares as of March 31, 2007 and changes
during the three months ended March 31, 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant-Date |
|
Nonvested Shares |
|
Shares |
|
|
Fair Value |
|
Nonvested at January 1, 2007 |
|
|
40,992 |
|
|
$ |
18.95 |
|
Granted |
|
|
28,497 |
|
|
|
23.99 |
|
Vested |
|
|
(4,488 |
) |
|
|
19.46 |
|
Forfeited |
|
|
(1,190 |
) |
|
|
19.93 |
|
|
|
|
|
|
|
|
Nonvested at March 31, 2007 |
|
|
63,811 |
|
|
$ |
21.15 |
|
|
|
|
|
|
|
|
As of March 31, 2007, there was $1.2 million of unrecognized compensation cost related to
nonvested share-based compensation arrangements granted under this plan. This cost is
expected to be recognized over a weighted-average period of 4.2 years.
7. |
|
Subsequent Events: |
|
|
|
At the annual shareholder meeting held on April 25, 2007, Intermountain announced a 10%
stock dividend effective May 31, 2007 to shareholders of record as of May 15, 2007.
Earnings per share have been adjusted for the 10% stock dividend. |
|
8. |
|
New Accounting Policies: |
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments an amendment of FASB Statements No. 133 and 140. SFAS No. 155
amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to
permit fair value remeasurement for any hybrid financial instrument with an embedded
derivative that otherwise would require bifurcation, provided that the whole instrument is
accounted for on a fair value basis. SFAS No. 155 also amends SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to allow a
qualifying special-purpose entity to hold a derivative financial instrument that pertains to
a beneficial interest other than another derivative financial instrument. SFAS No. 155 is
effective for all financial instruments acquired or issued by the Company after January 1,
2007. This Statement did not have a material impact on the Companys consolidated financial
statements.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial
Assets an amendment of FASB Statement No. 140. SFAS No. 156 requires all separately
recognized servicing assets and liabilities to be initially measured at fair value. In
addition, entities are permitted to choose to either subsequently measure servicing rights
at fair value and report changes in fair value in earnings, or amortize servicing rights in
proportion to and over the estimated net servicing income or loss and assess the rights for
impairment. Beginning with the fiscal year in which an entity adopts SFAS No. 156, it may
elect to subsequently measure a class of servicing assets and liabilities at fair value.
Post adoption, an entity may make this election as of the beginning of any fiscal year. An
entity that elects to subsequently measure a class of servicing assets and liabilities at
fair value should apply that election to all new and existing recognized servicing assets
and liabilities within that class. The effect of remeasuring an existing class of servicing
assets and liabilities at fair value is to be reported as a cumulative-effect adjustment to
retained earnings as of the beginning of the period of adoption. The statement also requires
additional disclosures. SFAS No. 156 is effective as of the beginning of an entitys first
fiscal year that begins after September 15, 2006. This Statement did not have a material
impact on the Companys consolidated financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an interpretation of FASB Statement No 109 (FIN 48). FIN 48 establishes a
recognition threshold and measurement for income tax positions recognized in an enterprises
financial statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 also prescribes a two-step evaluation process for tax positions. The first
step is recognition and the second is measurement. For recognition, an enterprise
judgmentally determines whether it is more-likely-than-not that a tax position will be
sustained upon examination, including
11
resolution of related appeals or litigation processes, based on the technical merits of
the position. If the tax position meets the more-likely-than-not recognition threshold it
is measured and recognized in the financial statements. If a tax position does not meet the
more-likely-than-not recognition threshold, the benefit of that position is not recognized
in the financial statements. Tax positions that meet the more-likely-than-not recognition
threshold at the effective date of FIN 48 may be recognized, or continue to be recognized,
upon adoption of FIN 48. The cumulative effect of applying the provisions of FIN 48 shall be
reported as an adjustment to the opening balance of retained earnings for that fiscal year.
This Statement was effective January 1, 2007 and did not have a material effect on the
Companys consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No.
157 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. It clarifies that fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants in the market in which the reporting entity transacts. SFAS No.
157 does not require any new fair value measurements; rather, it provides enhanced guidance
to other pronouncements that require or permit assets or liabilities to be measured at fair
value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with
earlier adoption permitted. The Company is evaluating the impact of the adoption of SFAS No.
157 on its consolidated financial statements.
In September 2006, the Securities and Exchange Commission (SEC) announced Staff
Accounting Bulletin No. 108 (SAB 108). SAB 108 addresses how to quantify financial
statement errors that arose in prior periods for purposes of assessing their materiality in
the current period. It requires analysis of misstatements using both an income statement
(rollover) approach and a balance sheet (iron curtain) approach in assessing materiality. It
clarifies that immaterial financial statement errors in a prior SEC filing can be corrected
in subsequent filings without the need to amend the prior filing. In addition, SAB 108
provides transitional relief for correcting errors that would have been considered
immaterial before its issuance. The adoption of SAB 108 did not have an impact on the
Companys accompanying consolidated financial statements.
On September 20, 2006, the FASB ratified Emerging Issue Task Force (EITF) Issue 06-5,
Accounting for Purchases of Life Insurance Determining the Amount That Could Be Realized
in Accordance with FASB Technical Bulletin No. 85-4 (FTB 85-4), Accounting for Purchases of
Life Insurance (EITF 06-5). EITF 06-5 addresses the methods by which an entity should
determine the amounts that could be realized under an insurance contract at the consolidated
balance sheet date when applying FTB 85-4, and whether the determination should be on an
individual or group policy basis. EITF 06-5 is effective for fiscal years beginning after
December 15, 2006. This Statement did not have a material impact on the Companys
consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 provides entities with an option to report
certain financial assets and liabilities at fair value with changes in fair value reported
in earnings and requires additional disclosures related to an entitys election to use
fair value reporting. It also requires entities to display the fair value of those assets
and liabilities for which the entity has elected to use fair value on the face of the
balance sheet. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.
The Company is currently evaluating the impact that SFAS No. 159 may have on its future
consolidated financial statements.
12
Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
This report contains forward-looking statements. For a discussion about such statements,
including the risks and uncertainties inherent therein, see Forward-Looking Statements.
Managements Discussion and Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in
this report and in Intermountains Form 10-K for the year ended December 31, 2006.
General
Intermountain Community Bancorp (Intermountain) is a financial holding company
registered under the Bank Holding Company Act of 1956, as amended. Panhandle State Bank
(Panhandle), a wholly owned subsidiary of Intermountain, was first opened in 1981 to serve the
local banking needs of Bonner County, Idaho. Since then, Panhandle has continued to grow by
opening additional branch offices throughout Idaho, Washington and Oregon. Intermountain focuses
its banking and other services on individuals, professionals, and small to medium-sized businesses
throughout its market area.
Intermountain conducts its primary business through its bank subsidiary, Panhandle State
Bank. Panhandle 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 Panhandle State Bank,
eight branches operate under the name Intermountain Community Bank, a division of Panhandle State
Bank and three operate under the name Magic Valley Bank, a division of Panhandle State Bank.
Effective November 2, 2004, Panhandle acquired Snake River Bancorp, Inc. (Snake River), which
included two branches now operating under the Magic Valley Bank name.
In March 2007, the Company opened a loan production office in Nampa, Idaho to capitalize on
the rapidly growing Ada and Canyon County markets. The Company is also constructing a new
headquarters building, the Sandpoint Financial and Technical Center, with completion expected in
October 2007. Intermountain will occupy approximately 60% of the building as it relocates its
Sandpoint branch, executive offices and administrative offices from several other buildings nearby.
Additionally, the Company is building a new branch in Spokane Valley, Washington to replace the
current Spokane Valley branch. The new branch is scheduled to open in the summer of 2007. These
expansions will allow the Company to better serve its existing customer base and expand its banking
focus into future targeted market areas.
Panhandle State Bank, the Companys banking subsidiary, acquired Premier Financial Services in
late 2006 for a combination of Intermountain stock and cash. Premier Financial Services was a
private investment firm that had partnered with Panhandle for many years in offering investment
advisory services to bank clients. The new Panhandle division operates under the name
Intermountain Community Investment Services (ICI). It provides advisory services and offers non
FDIC-insured investment and insurance products to bank customers.
Based on asset size at March 31, 2007, Intermountain is the largest independent commercial
bank headquartered in the state of Idaho, with consolidated assets of $931.7 million.
Intermountains subsidiary, 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 the Federal Deposit Insurance Corporation (FDIC), its primary federal
regulator and the insurer of its deposits. Intermountain competes with a number of international
banking groups, out-of-state banking companies, state banking organizations, local community banks,
savings banks, savings and loans, and credit unions throughout its market area.
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 services, and business cash management
solutions round out the companys financial offerings.
Intermountain operates a multi-branch banking system with branches operating in a
decentralized community bank structure. Intermountain plans to strategically expand its
geographical footprint through expansion in promising growth markets in the Pacific Northwest. The
Company is pursuing a balance of asset and earnings growth by targeting profitable customer groups
in its existing markets, opening offices with experienced, local staff in new markets, and
acquiring other companies that present strategic opportunities and close cultural ties to
Intermountain. There can be no assurance that Intermountain will be successful in executing these
plans.
13
Critical Accounting Policies
The accounting and reporting policies of Intermountain conform to Generally Accepted
Accounting Principals (GAAP) and to general practices within the banking industry. The
preparation of the financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Intermountains management
has identified the accounting policies described below as those that, due to the judgments,
estimates and assumptions inherent in those policies, are critical to an understanding of
Intermountains Consolidated Financial Statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Income Recognition. Intermountain recognizes interest income by methods that conform to
general accounting practices within the banking industry. In the event management believes
collection of all or a portion of contractual interest on a loan has become doubtful, which
generally occurs after the loan is 90 days past due, 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 is restored to accrual status when it is brought current
or when brought to 90 days or less delinquent, has performed in accordance with contractual terms
for a reasonable period of time, and the collectibility of the total contractual principal and
interest is no longer in doubt.
Allowance For Loan Losses. Determining the amount of the allowance for loan losses
requires significant judgment and the use of estimates by management. Intermountain maintains an
allowance for loan losses to absorb probable losses in the loan portfolio based on a periodic
analysis of the portfolio and expected future losses. This analysis is designed to determine an
appropriate level and allocation of the allowance for losses among loan types by considering
factors affecting loan losses, including: specific losses; levels and trends in impaired and
nonperforming loans; historical 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 loss
experience for each loan type. The allowance for loan losses related to impaired loans usually is
based on the fair value of the collateral for certain collateral dependent loans. This evaluation
requires management to make estimates of the value of the collateral and any associated holding and
selling costs.
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 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 March 31, 2007. While
management uses available information to provide for loan losses, the ultimate collectibility 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 slowdown in economic
activity, a sharp increase in inflation or rapidly rising interest rates could adversely affect
cash flows for both commercial and individual borrowers, which could cause Intermountain to
experience increases in nonperforming assets, delinquencies and losses on loans.
Investments. Assets in the investment portfolios 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.
14
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 will be written down to
current market value and the write down will be deducted from earnings. There were no investment
securities which management identified to be other-than-temporarily impaired for the three months
ended March 31, 2007. 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 periodically. No impairment was considered necessary during the
three months ended March 31, 2007. 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.
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. Development and
improvement costs relating to the property are capitalized to the extent they are deemed to be
recoverable.
An allowance for losses on real estate owned is designed to include amounts for estimated
losses as a result of impairment in value of the real property after repossession. Intermountain
reviews its real estate owned for impairment in value 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, an allowance for loss
is recognized. As a result of changes in the real estate markets in which these properties are
located, it is reasonably possible that the carrying values could be reduced in the near term.
Intermountain Community Bancorp
Comparison of the Three Month Periods Ended March 31, 2007 and 2006
Results of Operations
Overview. Intermountain recorded net income of $2.1 million, or $0.24 per diluted share,
for the three months ended March 31, 2007, compared with net income of $2.6 million, or $0.30 per
diluted share, for the three months ended March 31, 2006. Basic and fully diluted earnings per
share have been adjusted for the 10% stock dividend which is effective May 31, 2007 for
shareholders of record as of May 15, 2007.
The decline in earnings reflected an increase in the Companys loan loss provision, the
negative effects of an inverted market rate curve on the Companys net interest margin, and a
slowing real estate economy. In comparison, first quarter 2006 earnings were bolstered by an
adjustment in the Companys methodology for calculating the allowance for loan loss in late 2005
that resulted in a $96,000 recovery of the provision in last years first quarter.
The annualized return on average assets was 0.92% and 1.41% for the three months ended March
31, 2007 and 2006, respectively. The annualized return on average equity was 10.7% and 15.7% for
the three months ended March 31, 2007 and 2006, respectively. The decreases in both return on
assets and return on average equity were primarily due to the decrease in net income for the three
months ended March 31, 2007 as increases in the loan loss provision and operating expenses offset
increases in net interest income and other income.
The Company is adjusting to a different market environment than it has experienced in the
recent past. Although Intermountain operates in some of the fastest growing and strongest markets
in the nation, it, along with most of its peer group, faces several new challenges, including: (1)
a slowing housing market, which is dampening real estate and consumer loan demand; (2) an inverted
yield curve, in which short-term rates are higher than long-term rates, placing
15
pressure on the companys net interest margin; and (3) a slower economy, signaling a return to
credit chargeoffs and loss provisions that are more in line with longer-term historical averages.
Intermountain management is positioning the Company to address these challenges, and believes the
changing market will create some new opportunities for growth. Still, 2007 clearly looks more
challenging than the previous several years.
Net Interest Income. The most significant component of earnings for the Company is net
interest income, which is the difference between interest income, primarily from the Companys loan
and investment portfolios, and interest expense, primarily on deposits and other borrowings.
During the three months ended March 31, 2007 and 2006, net interest income was $10.8 million and
$9.3 million, respectively, an increase of 16.1%. The positive increase resulted primarily from
higher loan and investment balances.
Average interest-earning assets for the three months ended March 31, 2007 and 2006 were
$839.3 million and $678.9 million, respectively. The increases in the components of average
interest-earning assets are primarily due to organic growth in the loan portfolio, with average
loans increasing by $108.3 million. Average investments and cash increased by $52.0 million over
the same period. Average net interest spread during the three months ended March 31, 2007 and
2006 was 5.19% and 5.48%, respectively. Net interest margin decreased 31 basis points as the cost
of interest-bearing liabilities outpaced increases in the yields on earning assets. After growing
in recent years in response to rising market rates, the yield on earning assets flattened during
the latter half of 2006 and early 2007, while the cost of interest-bearing liabilities continued to
increase. The Companys assets and liabilities both reprice relatively quickly, but the cost of
its liabilities tends to lag its earning asset yield when market rates trend upward. The decrease
in the margin over the past two quarters reflects this lag effect.
Provision for Losses on Loans. 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 future
economic trends, historical loan losses, delinquencies, underlying collateral values, as well as
current and potential risks identified in the portfolio.
Intermountain recorded a provision for losses on loans of $834,000 compared to a recovery
of the provision for losses on loans of $96,000 for the three months ended March 31, 2007 and 2006,
respectively. This created a $930,000 decrease in pre-tax income over this period. The
provision reflects the analysis and assessment of the relevant factors mentioned in the preceding
paragraph. The increase is due primarily to a refinement in the calculation of the loan loss
reserve for the loan portfolio that had a significant impact in the quarter ending March 31, 2006
as well as the growth of the loan portfolio by 21.5% from one year ago.
The following table summarizes loan loss allowance activity for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Balance at January 1 |
|
$ |
9,837 |
|
|
$ |
8,100 |
|
Provision (recovery) for losses on loans |
|
|
834 |
|
|
|
(96 |
) |
Amounts written off, net of recoveries |
|
|
(101 |
) |
|
|
(26 |
) |
Transfers |
|
|
(2 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
Allowance loans, March 31 |
|
$ |
10,568 |
|
|
$ |
7,983 |
|
|
|
|
|
|
|
|
|
|
Allowance unfunded commitments, January 1 |
|
|
482 |
|
|
|
417 |
|
Transfers |
|
|
2 |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
Allowance unfunded commitments, March 31 |
|
|
484 |
|
|
|
412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total credit allowance |
|
$ |
11,052 |
|
|
$ |
8,395 |
|
|
|
|
|
|
|
|
The allowance calculation for the period ending March 31, 2007 reflects a $484,000
adjustment as a result of re-categorizing the allowance associated with unfunded commitments from
the allowance for loan losses to a liability. This was done in response to new guidance from the
Companys federal banking regulators.
At March 31, 2007, Intermountains total classified assets were $10.4 million, compared with
$7.2 million at March 31, 2006. The increase in classified assets was due to growth in the overall
loan portfolio, plus the addition of one borrowing relationship related to commercial loans, which
management feels are adequately collateralized and provided for in the allowance for loan loss.
Total nonperforming loans were $1.8 million at March 31, 2007, compared with $1.2
16
million at March 31, 2006. At March 31, 2007, Intermountains loan delinquency rate (30 days
or more) as a percentage of total loans was 0.25%, compared with 0.24% at March 31, 2006. The
Companys credit quality remains strong, but reflects slight deterioration, which management
believes is in line with changing market conditions.
Other Income. Total other income was $3.0 million and $2.4 million for the three months
ended March 31, 2007 and 2006, respectively. Fees and service charge income increased by 22.6% to
$2.5 million for the three months ended March 31, 2007 from $2.1 million for the same period last
year. Deposit service charges increased, reflecting fee increases on products and continued
account and customer growth. Expanded mortgage banking income, increased debit card activity,
contract income from the banks secured deposit program and improved trust and investment income
also contributed to the increase in other income. Expanding the depth and breadth of the
Companys non-interest revenue is a high priority for management. It is actively targeting
profitable customer groups with new products, ranging from trust services to business cash
management solutions.
Operating Expenses. Operating expenses were $9.7 million and $7.7 million for the three
months ended March 31, 2007 and 2006, respectively. The Companys efficiency ratio increased from
65.7% for the three months ended March 31, 2006 to 69.7% in the corresponding period in 2007.
Investments to develop new markets and new services, coupled with increases in staffing and fixed
assets to support increasing regulatory compliance requirements were the primary contributors to
the growth in operating expenses and the efficiency ratio for the three months ended March 31,
2007.
Salaries and employee benefits were $6.1 million and $4.6 million for the three months
ended March 31, 2007 and 2006, respectively. The employee costs reflected increased staffing due
to the addition of branches during 2006, and additional administrative staff as a result of
continued growth and heightened regulatory requirements. At March 31, 2007, full-time-equivalent
employees were 447, compared with 356 at March 31, 2006.
Occupancy expenses were $1.4 million and $1.1 million for the three months ended March
31, 2007 and 2006, respectively. The increase was primarily due to costs associated with the new
offices added during 2006. The Company also leased additional square footage to accommodate
administrative staff added to support bank growth.
Company management has invested heavily in human capital, buildings and technology over
the past several years, as it has sought to build the infrastructure needed to grow and maintain
operational integrity and compliance with regulatory requirements. While adjusting to a changing
market, management believes it can leverage the investments made to continue growing over the next
several years, and operate more efficiently in the future. It is now pursuing a number of
initiatives, including the implementation of branch imaging technology, automating and streamlining
the loan processing function, and the centralization and standardization of certain operational
functions that it believes will improve its efficiency.
Income Tax Provision. Intermountain recorded federal and state income tax provisions of $1.3
million and $1.6 million for the three months ended March 31, 2007 and 2006, respectively. The
decreased tax provision in 2007 from 2006 is due to the decrease in pre-tax net income. The
effective tax rates for both the three month periods ended March 31, 2007 and 2006 were 38.0% and
37.9%, respectively.
Financial Position
Assets. At March 31, 2007, Intermountains assets were $931.7 million, up $11.8 million
or 1.3% from $919.9 million at December 31, 2006. Growth in assets primarily reflected an increase
in loans receivable, which was offset by a slight decrease in investments. The increase in loans
receivable was supported by increases in customer deposits and decreases in the investment
portfolio.
Investments. Intermountains investment portfolio at March 31, 2007 was $108.6 million, a
decrease of $18.4 million or 14.5% from the December 31, 2006 balance of $127.0 million. The
decrease was primarily due to maturity of short-term U. S. Government obligations and paydowns on
mortgage-backed securities. Funds from these payments were used to help fund the expansion of the
loan portfolio and paydown of repurchase agreement obligations. As of March 31, 2007, the balance
of the unrealized gain, net of federal income taxes, was $209,000, compared to an unrealized loss
at December 31, 2006 of $111,000. Falling long-term market rates increased the market value of the
securities, resulting in a shift from a small unrealized loss to a small unrealized gain.
Loans Receivable. At March 31, 2007, net loans receivable were $685.1 million, up $20.7
million or 3.1% from $664.4 million at December 31, 2006. The increase was primarily due to net
increases in commercial loans. During the
17
three months ended March 31, 2007, total loan originations were $163.9 million compared with
$131.2 million for the prior years comparable period, reflecting new lending personnel developing
additional business in the Companys markets.
The following table sets forth the composition of Intermountains loan portfolio at the dates
indicated. Loan balances exclude deferred loan origination costs and fees and allowances for loan
losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Commercial (includes commercial real estate) |
|
$ |
553,629 |
|
|
|
79.48 |
|
|
$ |
527,345 |
|
|
|
78.03 |
|
Residential real estate |
|
|
107,840 |
|
|
|
15.48 |
|
|
|
112,569 |
|
|
|
16.66 |
|
Consumer |
|
|
31,157 |
|
|
|
4.47 |
|
|
|
31,800 |
|
|
|
4.71 |
|
Municipal |
|
|
3,930 |
|
|
|
0.57 |
|
|
|
4,082 |
|
|
|
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable |
|
|
696,556 |
|
|
|
100.00 |
|
|
|
675,796 |
|
|
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred origination fees |
|
|
(920 |
) |
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
Allowance for losses on loans |
|
|
(10,568 |
) |
|
|
|
|
|
|
(10,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
685,068 |
|
|
|
|
|
|
$ |
664,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield at end of period |
|
|
8.65 |
% |
|
|
|
|
|
|
8.65 |
% |
|
|
|
|
The following table sets forth Intermountains loan originations for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
|
(Dollars in thousands) |
|
Commercial |
|
$ |
136,956 |
|
|
$ |
103,420 |
|
|
|
32.4 |
|
Residential real estate |
|
|
21,310 |
|
|
|
22,084 |
|
|
|
(3.5 |
) |
Consumer |
|
|
5,453 |
|
|
|
5,653 |
|
|
|
(3.5 |
) |
Municipal |
|
|
200 |
|
|
|
79 |
|
|
|
153.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans originated |
|
$ |
163,919 |
|
|
$ |
131,236 |
|
|
|
24.9 |
|
|
|
|
|
|
|
|
|
|
|
BOLI and All Other Assets. Bank-owned life insurance (BOLI) and other assets increased
to $21.1 million at March 31, 2007 from $20.9 million at December 31, 2006. The increase was
primarily due to increases in the net deferred tax asset and prepaid expenses, offset by a decrease
in accrued interest receivable.
Deposits. Total deposits increased $21.6 million or 3.1% to $715.3 million at March 31, 2007
from $693.7 million at December 31, 2006, primarily due to increases in money market accounts and
savings accounts. Company management continues to be very focused on core deposit growth,
particularly of lower-costing demand, savings and money market deposits. First quarter results
reflect this emphasis, as the Company increased deposits in these areas, while allowing some
brokered certificates of deposit to run off. Management continues to implement compensation
plans, promotional strategies and new products to spur local deposit growth.
18
The following table sets forth the composition of Intermountains deposits at the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Demand |
|
$ |
141,558 |
|
|
|
19.8 |
|
|
$ |
141,601 |
|
|
|
20.4 |
|
NOW and money market 0.0% to 5.8% |
|
|
322,223 |
|
|
|
45.0 |
|
|
|
291,412 |
|
|
|
42.0 |
|
Savings and IRA 0.0% to 3.8% |
|
|
86,197 |
|
|
|
12.1 |
|
|
|
81,955 |
|
|
|
11.8 |
|
Certificate of deposit accounts |
|
|
165,309 |
|
|
|
23.1 |
|
|
|
178,718 |
|
|
|
25.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
715,287 |
|
|
|
100.0 |
|
|
$ |
693,686 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate
on certificates of deposit |
|
|
|
|
|
|
4.63 |
% |
|
|
|
|
|
|
4.47 |
% |
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 and to meet deposit withdrawal requirements. These
borrowings totaled $122.3 million and $133.9 million at March 31, 2007 and December 31, 2006,
respectively. The decrease resulted from seasonal declines in municipal repurchase obligations as
local governments utilized tax revenues to fund operating expenses. 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. Currently, the model and
third-party estimates indicate that Intermountain is slightly asset-sensitive. An asset-sensitive
bank generally sees improved net interest income and net income in a rising rate environment, as
its assets reprice more rapidly and/or to a greater degree than its liabilities. The opposite is
true in a falling interest rate environment. When market rates fall, an asset-sensitive bank tends
to see declining income.
To minimize the 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 lending
rate. This approach historically has contributed to a consistent interest rate spread over the
long-term and reduces pressure from borrowers to renegotiate loan terms during periods of falling
interest rates. Intermountain currently maintains over fifty percent of its loan portfolio in
variable interest rate assets.
Additionally, the extent to which borrowers prepay loans is affected by prevailing interest
rates. When interest rates increase, borrowers are less likely to prepay loans. When interest rates
decrease, borrowers are more likely to prepay loans. Prepayments may affect 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 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
19
new business and changes in the relationship between long-term and short-term interest rates
have on the performance of Intermountain. The results of current modeling are within guidelines
established by the company, except that net income falls slightly below the guideline in a 300
basis point downward adjustment in market rates. In general, model results reflect marginal
performance improvement in the case of a rising rate environment, and a marginal negative impact in
a falling rate environment. Given its current asset-sensitivity, Intermountain has implemented
certain hedging actions to protect the companys financial performance in a period of falling
market interest rates and is evaluating additional protective measures.
Intermountain is continuing to pursue strategies to manage the level of its interest rate risk
while increasing its net interest income and net income; 1) through the origination and retention
of variable-rate consumer, business banking, construction and commercial real estate loans, which
generally have higher yields than residential permanent loans; 2) by the origination of certain
long-term fixed-rate loans and investments that may provide protection should market rates begin to
decline; and 3) 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.
Intermountain also uses gap analysis, a traditional analytical tool designed to measure the
difference between the amount of interest-earning assets and the amount of interest-bearing
liabilities expected to reprice in a given period. Intermountain calculated its one-year cumulative
repricing gap position to be negative 32% and a negative 35% at March 31, 2007 and December 31,
2006, respectively. Management attempts to maintain Intermountains gap position between positive
20% and negative 35%. At March 31, 2007 and December 31, 2006, Intermountains gap positions were
within guidelines established by its Board of Directors. Management is pursuing strategies to
increase its net interest income without significantly increasing its cumulative gap positions in
future periods. There can be no assurance that Intermountain will be successful implementing these
strategies or that, if these strategies are implemented, they will have the intended effect of
increasing its net interest income. See Results of Operations Net Interest Income and Capital
Resources.
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 securities it
invests in, and occasional sales of loans, investments or other assets. Liability financing
sources consist primarily of customer deposits, advances from FHLB Seattle and other borrowings.
Deposits increased to $715.3 million at March 31, 2007 from $693.7 million at December 31, 2006,
primarily due to increases in interest bearing demand accounts, money market accounts and savings
accounts. The net increase in deposits was used to fund the increase in loan volume and to pay
down repurchase agreements. At March 31, 2007 and December 31, 2006, securities sold subject to
repurchase agreements were $92.2 million and $106.3 million, respectively. 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.
During the three months ended March 31, 2007, cash used in investing activities consisted
primarily of the funding of new loan volumes. During the same period, cash provided by financing
activities consisted primarily of increases in demand deposits, money market accounts and savings
deposits.
Intermountains credit line with FHLB Seattle provides for borrowings up to a percentage
of its total assets subject to general collateralization requirements. At March 31, 2007, the
Companys credit line represented a total borrowing capacity of approximately $72.6 million, of
which $5.0 million was being utilized. Intermountain also borrows on an unsecured basis from
correspondent banks and other financial entities. Correspondent banks and other financial entities
provided additional borrowing capacity of $55.0 million at March 31, 2007. As of March 31, 2007
there were no unsecured funds borrowed.
Intermountain actively manages its liquidity to maintain an adequate margin over the
level necessary to support expected and potential loan fundings and deposit withdrawals. This is
balanced with the need to maximize yield on alternate investments. The liquidity ratio may vary
from time to time, depending on economic conditions, savings flows and loan funding needs.
20
Capital Resources
Intermountains total stockholders equity was $80.9 million at March 31, 2007 compared
with $78.1 million at December 31, 2006. The increase in total stockholders equity was primarily
due to the increase in net income in the first quarter of 2007 and the change from an unrealized
loss to a small unrealized gain on securities. Stockholders equity was 8.7% of total assets at
March 31, 2007 compared with 8.5% at December 31, 2006. The increase in this ratio is due to the
increase in total equity from net income at March 31, 2007 as compared to December 31, 2006 which
was proportionately larger than the increase in assets. On April 25, 2007, the Board of Directors
approved a 10% stock dividend to shareholders. The stock dividend is payable May 31, 2007 to
shareholders of record as of May 15, 2007.
At March 31, 2007, Intermountain had an unrealized gain of $209,000, net of related
income taxes, on investments classified as available-for-sale. At December 31, 2006, Intermountain
had an unrealized loss of $111,000, net of related income taxes, on investments classified as
available-for-sale. Fluctuations in prevailing interest rates continue to cause volatility in this
component of accumulated comprehensive loss in stockholders equity and may continue to do so in
future periods.
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 3 of Notes to Consolidated Financial Statements.
Intermountain and Panhandle 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 Panhandle plan to maintain its capital resources and
regulatory capital ratios through the retention of earnings and the management of the level and mix
of assets, although there can be no assurance in this regard. At March 31, 2007, Intermountain
exceeded all such regulatory capital requirements and was well-capitalized pursuant to FFIEC
regulations.
The following tables set 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 definition of a well-capitalized institution as reported on the quarterly
FFIEC call report at March 31, 2007.
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|
Well-Capitalized |
|
|
Actual |
|
Capital Requirements |
|
Requirements |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
Total capital (to
risk-weighted assets): |
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|
|
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|
The Company |
|
$ |
93,738 |
|
|
|
11.68 |
% |
|
$ |
64,219 |
|
|
|
8 |
% |
|
$ |
80,273 |
|
|
|
10 |
% |
Panhandle State Bank |
|
|
92,832 |
|
|
|
11.56 |
% |
|
|
64,219 |
|
|
|
8 |
% |
|
|
80,273 |
|
|
|
10 |
% |
Tier I capital (to risk-weighted
assets): |
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
The Company |
|
|
83,697 |
|
|
|
10.43 |
% |
|
|
32,109 |
|
|
|
4 |
% |
|
|
48,164 |
|
|
|
6 |
% |
Panhandle State Bank |
|
|
82,791 |
|
|
|
10.31 |
% |
|
|
32,109 |
|
|
|
4 |
% |
|
|
48,164 |
|
|
|
6 |
% |
Tier I capital (to average assets)
The Company |
|
|
83,697 |
|
|
|
9.16 |
% |
|
|
36,531 |
|
|
|
4 |
% |
|
|
45,663 |
|
|
|
5 |
% |
Panhandle State Bank |
|
|
82,791 |
|
|
|
9.21 |
% |
|
|
35,972 |
|
|
|
4 |
% |
|
|
44,965 |
|
|
|
5 |
% |
Off Balance Sheet Arrangements and Contractual Obligations
Intermountain, 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. Intermountain 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 Intermountains 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.
21
The following table represents Intermountains on-and-off balance sheet aggregate contractual
obligations to make future payments as of March 31, 2007.
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Payments Due by Period |
|
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|
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
|
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
|
|
(Dollars in thousands) |
|
Long-term debt (1) |
|
$ |
93,465 |
|
|
$ |
3,261 |
|
|
$ |
10,605 |
|
|
$ |
34,962 |
|
|
$ |
44,637 |
|
Short-term debt (1) |
|
|
69,792 |
|
|
|
69,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations (2) |
|
|
14,378 |
|
|
|
1,095 |
|
|
|
1,661 |
|
|
|
1,251 |
|
|
|
10,371 |
|
Purchase obligations (3) |
|
|
8,124 |
|
|
|
8,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
reflected on the registrants
balance sheet under GAAP |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
185,759 |
|
|
$ |
82,272 |
|
|
$ |
12,266 |
|
|
$ |
36,213 |
|
|
$ |
55,008 |
|
|
|
|
|
|
|
|
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|
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|
|
(1) |
|
Includes interest payments. |
|
(2) |
|
Excludes recurring accounts payable, accrued expenses and other liabilities, repurchase
agreements and customer deposits, all of which are recorded on the Companys balance sheet. |
|
(3) |
|
The Company is constructing a 94,000 square foot Sandpoint Financial and Technical
Center and a 16,000 square foot facility in Spokane Valley, Washington. |
New Accounting Policies
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements No. 133 and 140. SFAS No. 155 amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement
for any hybrid financial instrument with an embedded derivative that otherwise would require
bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No.
155 also amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, to allow a qualifying special-purpose entity to hold a derivative
financial instrument that pertains to a beneficial interest other than another derivative financial
instrument. SFAS No. 155 is effective for all financial instruments acquired or issued by the
Company after January 1, 2007. This Statement did not have a material impact on the Companys
consolidated financial statements.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets -
an amendment of FASB Statement No. 140. SFAS No. 156 requires all separately recognized servicing
assets and liabilities to be initially measured at fair value. In addition, entities are permitted
to choose to either subsequently measure servicing rights at fair value and report changes in fair
value in earnings, or amortize servicing rights in proportion to and over the estimated net
servicing income or loss and assess the rights for impairment. Beginning with the fiscal year in
which an entity adopts SFAS No. 156, it may elect to subsequently measure a class of servicing
assets and liabilities at fair value. Post adoption, an entity may make this election as of the
beginning of any fiscal year. An entity that elects to subsequently measure a class of servicing
assets and liabilities at fair value should apply that election to all new and existing recognized
servicing assets and liabilities within that class. The effect of remeasuring an existing class of
servicing assets and liabilities at fair value is to be reported as a cumulative-effect adjustment
to retained earnings as of the beginning of the period of adoption. The statement also requires
additional disclosures. SFAS No. 156 is effective as of the beginning of an entitys first fiscal
year that begins after September 15, 2006. This Statement did not have a material impact on the
Companys consolidated financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No 109 (FIN 48). FIN 48 establishes a
recognition threshold and measurement for income tax positions recognized in an enterprises
financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN
48 also prescribes a two-step evaluation process for tax positions. The first step is recognition
and the second is measurement. For recognition, an enterprise judgmentally determines whether it is
more-likely-than-not that a tax position will be sustained upon examination, including resolution
of related appeals or litigation
22
processes, based on the technical merits of the position. If the tax position meets the
more-likely-than-not recognition threshold it is measured and recognized in the financial
statements. If a tax position does not meet the more-likely-than-not recognition threshold, the
benefit of that position is not recognized in the financial statements. Tax positions that meet the
more-likely-than-not recognition threshold at the effective date of FIN 48 may be recognized, or
continue to be recognized, upon adoption of FIN 48. The cumulative effect of applying the
provisions of FIN 48 shall be reported as an adjustment to the opening balance of retained earnings
for that fiscal year. This Statement was effective January 1, 2007 and did not have a material
effect on the Companys consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. It clarifies that fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants in
the market in which the reporting entity transacts. SFAS No. 157 does not require any new fair
value measurements; rather, it provides enhanced guidance to other pronouncements that require or
permit assets or liabilities to be measured at fair value. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007, with earlier adoption permitted. The Company is evaluating
the impact of the adoption of SFAS No. 157 on its consolidated financial statements.
In September 2006, the Securities and Exchange Commission (SEC) announced Staff Accounting
Bulletin No. 108 (SAB 108). SAB 108 addresses how to quantify financial statement errors that
arose in prior periods for purposes of assessing their materiality in the current period. It
requires analysis of misstatements using both an income statement (rollover) approach and a balance
sheet (iron curtain) approach in assessing materiality. It clarifies that immaterial financial
statement errors in a prior SEC filing can be corrected in subsequent filings without the need to
amend the prior filing. In addition, SAB 108 provides transitional relief for correcting errors
that would have been considered immaterial before its issuance. The adoption of SAB 108 did not
have an impact on the Companys accompanying consolidated financial statements.
On September 20, 2006, the FASB ratified Emerging Issue Task Force (EITF) Issue 06-5,
Accounting for Purchases of Life Insurance Determining the Amount That Could Be Realized in
Accordance with FASB Technical Bulletin No. 85-4 (FTB 85-4), Accounting for Purchases of Life
Insurance (EITF 06-5). EITF 06-5 addresses the methods by which an entity should determine the
amounts that could be realized under an insurance contract at the consolidated balance sheet date
when applying FTB 85-4, and whether the determination should be on an individual or group policy
basis. EITF 06-5 is effective for fiscal years beginning after December 15, 2006. This Statement
did not have a material impact on the Companys consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. SFAS No. 159 provides entities with an option to report certain
financial assets and liabilities at fair value with changes in fair value reported in earnings
and requires additional disclosures related to an entitys election to use fair value reporting. It
also requires entities to display the fair value of those assets and liabilities for which the
entity has elected to use fair value on the face of the balance sheet. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact
that SFAS No. 159 may have on its future consolidated financial statements.
Forward-Looking Statements
From time to time, Intermountain and its senior managers have made and will make
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are contained in this report and may be contained in other documents that
Intermountain files with the Securities and Exchange Commission. Such statements may also be made
by Intermountain and its senior managers in oral or written presentations to analysts, investors,
the media and others. Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. Also, forward-looking statements can generally be
identified by words such as may, could, should, would, believe, anticipate, estimate,
seek, expect, intend, plan and similar expressions.
Forward-looking statements provide our expectations or predictions of future conditions,
events or results. They are not guarantees of future performance. By their nature,
forward-looking statements are subject to risks and uncertainties. These statements speak only as
of the date they are made. We do not undertake to update forward-looking statements to reflect the
impact of circumstances or events that arise after the date the forward-looking statements were
made. There are a number of factors, many of which are beyond our control, which could cause
actual conditions, events or results to differ significantly from those described in the
forward-looking statements. These factors, some of which are discussed elsewhere in this report,
include:
23
|
|
|
the strength of the United States economy in general and the
strength of the local economies and real estate markets in which Intermountain conducts its
operations; |
|
|
|
|
the effects of inflation, interest rate levels and market and
monetary fluctuations; |
|
|
|
|
trade, monetary and fiscal policies and laws, including
interest rate policies of the federal government; |
|
|
|
|
applicable laws and regulations and legislative or regulatory
changes; |
|
|
|
|
the timely development and acceptance of new products and
services of Intermountain; |
|
|
|
|
the willingness of customers to substitute competitors
products and services for Intermountains products and services; |
|
|
|
|
Intermountains success in gaining regulatory approvals, when
required; |
|
|
|
|
technological and management changes; |
|
|
|
|
announcement and successful and timely implementation of growth
and acquisition strategies; |
|
|
|
|
Intermountains ability to successfully integrate
entities that may be or have been acquired; |
|
|
|
|
changes in consumer spending and saving habits; and |
|
|
|
|
Intermountains success at managing the risks involved in the
foregoing. |
Item 3 -Quantitative and Qualitative Disclosures About Market Risk
The information set forth under the caption Item 7A. Quantitative and Qualitative
Disclosures about Market Risk included in the Companys Annual Report on Form 10-K for the
year ended December 31, 2006, is hereby incorporated herein by reference.
Item 4 Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of
Intermountains disclosure controls and procedures (as required by section 13a 15(b) of
the Securities Exchange Act of 1934 (the Act)) was carried out under the supervision and
with the participation of Intermountains management, including the Chief Executive Officer
and the Chief Financial Officer. Our Chief Executive Officer and Chief Financial Officer
concluded that based on that evaluation, our disclosure controls and procedures as currently
in effect are effective, as of March 31, 2007, in ensuring that the information required to
be disclosed by us in the reports we file or submit under the Act is (i) accumulated and
communicated to Intermountains management (including the Chief Executive Officer and Chief
Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms.
(b) Changes in Internal Control over Financial Reporting: In the quarter ended March
31, 2007, there were no changes in Intermountains internal control over financial reporting
that materially affected, or are reasonably likely to materially affect, Intermountains
internal control over financial reporting.
24
PART II Other Information
Item 1 Legal Proceedings
Intermountain and Panhandle are parties to various claims, legal actions and complaints
in the ordinary course of business. In Intermountains opinion, all such matters are adequately
covered by insurance, are without merit or are of such kind, or involve such amounts, that
unfavorable disposition would not have a material adverse effect on the consolidated financial
position or results of operations of Intermountain.
Item 1A Risk Factors
There have been no material changes from the factors discussed in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2006.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3 Defaults Upon Senior Securities
Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5 Other Information
Not Applicable
Item 6 Exhibits
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|
|
Exhibit No. |
|
Exhibit |
|
|
|
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. |
|
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|
|
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|
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. |
25
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|
INTERMOUNTAIN COMMUNITY BANCORP |
|
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(Registrant) |
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By:
|
|
/s/ Curt Hecker
Curt Hecker
|
|
|
|
|
|
|
|
|
President
and Chief Executive Officer |
|
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|
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|
|
|
|
By:
|
|
/s/ Doug Wright
Doug Wright
|
|
|
|
|
|
|
|
|
Executive Vice President
and Chief Financial Officer |
|
|
26