e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED June 30, 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 August 3, 2007 |
Common Stock (no par value)
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8,221,911 |
Intermountain Community Bancorp
FORM 10-Q
For the Quarter Ended June 30, 2007
TABLE OF CONTENTS
2
PART I Financial Information
Item 1 Financial Statements
Intermountain Community Bancorp
Consolidated Balance Sheets
(Unaudited)
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June 30, |
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December 31, |
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2007 |
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2006 |
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(Dollars in thousands) |
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ASSETS: |
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|
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|
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Cash and cash equivalents: |
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|
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|
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Interest bearing |
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$ |
85 |
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$ |
72 |
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Non-interest bearing and vault |
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21,742 |
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24,305 |
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Restricted cash |
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|
595 |
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|
888 |
|
Federal funds sold |
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12,910 |
|
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|
35,385 |
|
Available-for-sale securities, at fair value |
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|
115,108 |
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|
118,490 |
|
Held-to-maturity securities, at amortized cost |
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6,949 |
|
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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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4,821 |
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8,945 |
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Loans receivable, net |
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741,025 |
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|
664,403 |
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Accrued interest receivable |
|
|
7,813 |
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|
7,329 |
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Office properties and equipment, net |
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|
34,755 |
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|
25,444 |
|
Bank-owned life insurance |
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|
7,558 |
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|
7,400 |
|
Goodwill |
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11,662 |
|
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|
11,662 |
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Other intangible assets |
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|
801 |
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|
881 |
|
Prepaid expenses and other assets, net |
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9,351 |
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6,164 |
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Total assets |
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$ |
976,954 |
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$ |
919,866 |
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LIABILITIES: |
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Deposits |
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$ |
734,398 |
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$ |
693,686 |
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Securities sold subject to repurchase agreements |
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|
110,568 |
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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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6,116 |
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6,501 |
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Accrued interest payable |
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|
2,956 |
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|
1,909 |
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Other borrowings |
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29,403 |
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22,602 |
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Accrued expenses and other liabilities |
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5,575 |
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5,838 |
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Total liabilities |
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894,016 |
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841,786 |
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Commitments and contingent liabilities |
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Common stock, no par value; 29,040,000 shares authorized;
8,282,514 and 7,423,904 shares issued and 8,217,636 and
7,382,912 shares outstanding |
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76,419 |
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60,395 |
|
Accumulated other comprehensive loss |
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(359 |
) |
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(111 |
) |
Retained earnings |
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|
6,878 |
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17,796 |
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Total stockholders equity |
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82,938 |
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78,080 |
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|
|
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Total liabilities and stockholders equity |
|
$ |
976,954 |
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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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Six Months Ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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(Dollars in thousands, except per |
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(Dollars in thousands, except per |
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share data) |
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share data) |
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Interest income: |
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|
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Loans |
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$ |
16,310 |
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$ |
12,970 |
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$ |
31,371 |
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$ |
24,577 |
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Investments |
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1,642 |
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943 |
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3,638 |
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1,964 |
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Total interest income |
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17,952 |
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13,913 |
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35,009 |
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26,541 |
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Interest expense: |
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|
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Deposits |
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4,630 |
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2,955 |
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9,064 |
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|
|
5,607 |
|
Other borrowings |
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1,852 |
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|
715 |
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3,626 |
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1,400 |
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Total interest expense |
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6,482 |
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3,670 |
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|
12,690 |
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7,007 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net interest income |
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|
11,470 |
|
|
|
10,243 |
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|
|
22,319 |
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|
19,534 |
|
|
|
|
|
|
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|
|
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|
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Provision for losses on loans |
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|
(1,172 |
) |
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|
(762 |
) |
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(2,006 |
) |
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(666 |
) |
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|
|
|
|
|
|
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|
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|
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Net interest income after provision for losses on
loans |
|
|
10,298 |
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|
|
9,481 |
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|
20,313 |
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|
|
18,868 |
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|
|
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|
|
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|
|
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|
|
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|
|
|
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|
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Other income: |
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|
|
|
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|
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|
|
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Fees and service charges |
|
|
2,756 |
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|
|
2,813 |
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|
5,272 |
|
|
|
4,867 |
|
Bank-owned life insurance |
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|
81 |
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|
77 |
|
|
|
158 |
|
|
|
152 |
|
Gain/(loss) on sale of securities |
|
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|
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|
(983 |
) |
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|
|
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|
(983 |
) |
Other |
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|
360 |
|
|
|
457 |
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|
808 |
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|
|
769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total other income |
|
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3,197 |
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|
2,364 |
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6,238 |
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4,805 |
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Operating expenses |
|
|
9,957 |
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|
8,889 |
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|
19,635 |
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|
16,594 |
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|
|
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|
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|
|
|
|
|
|
|
|
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Income before income taxes |
|
|
3,538 |
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|
|
2,956 |
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|
|
6,916 |
|
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7,079 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income tax provision |
|
|
(1,354 |
) |
|
|
(1,117 |
) |
|
|
(2,639 |
) |
|
|
(2,678 |
) |
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|
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Net income |
|
$ |
2,184 |
|
|
$ |
1,839 |
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|
$ |
4,277 |
|
|
$ |
4,401 |
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|
|
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|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
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|
Earnings per share basic |
|
$ |
0.27 |
|
|
$ |
0.23 |
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|
$ |
0.52 |
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|
$ |
0.55 |
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|
|
|
|
|
|
|
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Earnings per share diluted |
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$ |
0.25 |
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|
$ |
0.22 |
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$ |
0.50 |
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|
$ |
0.52 |
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Weighted
average shares outstanding - basic |
|
|
8,194,522 |
|
|
|
8,023,276 |
|
|
|
8,178,025 |
|
|
|
7,997,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted
average shares outstanding - diluted |
|
|
8,605,032 |
|
|
|
8,448,791 |
|
|
|
8,610,927 |
|
|
|
8,433,640 |
|
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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|
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Six Months Ended |
|
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
4,277 |
|
|
$ |
4,401 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
1,189 |
|
|
|
992 |
|
Stock-based compensation expense |
|
|
195 |
|
|
|
145 |
|
Net amortization of premiums on securities |
|
|
(243 |
) |
|
|
31 |
|
Excess tax benefit related to stock-based compensation |
|
|
(346 |
) |
|
|
(36 |
) |
Provisions for losses on loans |
|
|
2,006 |
|
|
|
666 |
|
Amortization of core deposit intangibles |
|
|
80 |
|
|
|
87 |
|
Gain on sale of loans, investments, property and equipment |
|
|
(220 |
) |
|
|
|
|
Loss on sale of loans, investments, property and equipment |
|
|
|
|
|
|
983 |
|
Accretion of deferred gain on sale of branch property |
|
|
(8 |
) |
|
|
|
|
Net accretion of loan and deposit discounts and premiums |
|
|
(33 |
) |
|
|
(54 |
) |
Deferred income tax benefit |
|
|
321 |
|
|
|
137 |
|
Increase in cash surrender value of bank-owned life insurance |
|
|
(158 |
) |
|
|
(152 |
) |
Change in: |
|
|
|
|
|
|
|
|
Loans held for sale |
|
|
4,124 |
|
|
|
(1,857 |
) |
Accrued interest receivable |
|
|
(484 |
) |
|
|
(232 |
) |
Prepaid expenses and other assets |
|
|
(3,294 |
) |
|
|
(3,079 |
) |
Accrued interest payable |
|
|
1,047 |
|
|
|
251 |
|
Accrued expenses and other liabilities |
|
|
(863 |
) |
|
|
(72 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
7,590 |
|
|
|
2,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of available-for-sale securities |
|
|
(56,849 |
) |
|
|
(26,500 |
) |
Proceeds from calls or maturities of available-for-sale securities |
|
|
56,281 |
|
|
|
29,165 |
|
Principal payments on mortgage-backed securities |
|
|
3,811 |
|
|
|
3,833 |
|
Purchases of held-to-maturity securities |
|
|
(300 |
) |
|
|
(649 |
) |
Proceeds from calls or maturities of held-to-maturity securities |
|
|
42 |
|
|
|
|
|
Origination of loans, net of principal payments |
|
|
(81,606 |
) |
|
|
(59,279 |
) |
Proceeds from sale of loans |
|
|
3,215 |
|
|
|
3,425 |
|
Purchase of office properties and equipment |
|
|
(12,421 |
) |
|
|
(3,900 |
) |
Proceeds from sale of office properties and equipment |
|
|
2,242 |
|
|
|
|
|
Net change in federal funds sold |
|
|
22,475 |
|
|
|
5,880 |
|
Improvements and other changes in other real estate owned |
|
|
271 |
|
|
|
795 |
|
Net change in restricted cash |
|
|
293 |
|
|
|
(256 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(62,546 |
) |
|
|
(47,486 |
) |
|
|
|
|
|
|
|
5
Intermountain Community Bancorp
Consolidated Statements of Cash Flows (continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net change in demand, money market and savings deposits |
|
$ |
48,416 |
|
|
$ |
35,216 |
|
Net change in certificates of deposit |
|
|
(7,699 |
) |
|
|
8,127 |
|
Net change in repurchase agreements |
|
|
4,318 |
|
|
|
1,287 |
|
Principal reduction of note payable |
|
|
(18 |
) |
|
|
(98 |
) |
Excess tax benefit related to stock-based compensation |
|
|
346 |
|
|
|
36 |
|
Proceeds from exercise of stock options |
|
|
224 |
|
|
|
181 |
|
Proceeds from other borrowings |
|
|
6,819 |
|
|
|
375 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
52,406 |
|
|
|
45,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(2,550 |
) |
|
|
(151 |
) |
Cash and cash equivalents, beginning of period |
|
|
24,377 |
|
|
|
23,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
21,827 |
|
|
$ |
23,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
13,459 |
|
|
$ |
6,744 |
|
Income taxes |
|
|
3,090 |
|
|
|
3,550 |
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Restricted stock issued |
|
|
698 |
|
|
|
435 |
|
Deferred gain on sale/leaseback |
|
|
312 |
|
|
|
|
|
Purchase of land |
|
|
|
|
|
|
1,130 |
|
10% stock dividend |
|
|
15,186 |
|
|
|
13,637 |
|
Loans converted to Other Real Estate Owned |
|
|
|
|
|
|
398 |
|
The accompanying notes are an integral part of the consolidated financial statements.
6
Intermountain Community Bancorp
Consolidated Statements of Comprehensive Income
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Net income |
|
$ |
2,184 |
|
|
$ |
1,839 |
|
|
$ |
4,277 |
|
|
$ |
4,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains (losses)
on investments, net of reclassification
adjustments |
|
|
(941 |
) |
|
|
572 |
|
|
|
(412 |
) |
|
|
126 |
|
Less deferred income tax (expense) benefit |
|
|
372 |
|
|
|
(237 |
) |
|
|
163 |
|
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net other comprehensive income (loss) |
|
|
(569 |
) |
|
|
335 |
|
|
|
(249 |
) |
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
1,615 |
|
|
$ |
2,174 |
|
|
$ |
4,028 |
|
|
$ |
4,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
7
Intermountain Community Bancorp
Notes to Consolidated Financial Statements
1. |
|
Basis of Presentation: |
|
|
|
The foregoing unaudited interim consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these
financial statements do not include all of the disclosures required by accounting principles
generally accepted in the United States of America for complete financial statements. These
unaudited interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 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. |
|
|
|
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 June 30, 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): |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Term note payable (1) |
|
$ |
8,279 |
|
|
$ |
8,279 |
|
Term note payable (2) |
|
|
8,248 |
|
|
|
8,248 |
|
Term note payable (3) |
|
|
997 |
|
|
|
1,015 |
|
Term note payable (4) |
|
|
11,879 |
|
|
|
|
|
Term note payable (5) |
|
|
|
|
|
|
5,060 |
|
|
|
|
|
|
|
|
Total other borrowings |
|
$ |
29,403 |
|
|
$ |
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 June 30, 2007. The debt is callable by the Company in
April 2009 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 June
30, 2007, the balance outstanding was $11,879,000 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 June 30, |
|
|
|
(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 |
|
$ |
2,184 |
|
|
|
8,194,522 |
|
|
$ |
0.27 |
|
|
$ |
1,839 |
|
|
|
8,023,276 |
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
options and stock
grants |
|
|
|
|
|
|
410,510 |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
425,515 |
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted computations |
|
$ |
2,184 |
|
|
|
8,605,032 |
|
|
$ |
0.25 |
|
|
$ |
1,839 |
|
|
|
8,448,791 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
(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 |
|
$ |
4,277 |
|
|
|
8,178,025 |
|
|
$ |
0.52 |
|
|
$ |
4,401 |
|
|
|
7,997,847 |
|
|
$ |
0.55 |
|
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
options and stock
grants |
|
|
|
|
|
|
432,902 |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
435,793 |
|
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted computations |
|
$ |
4,277 |
|
|
|
8,610,927 |
|
|
$ |
0.50 |
|
|
$ |
4,401 |
|
|
|
8,433,640 |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Weighted average shares outstanding have been adjusted for the
10% common stock dividend paid May 31, 2007 to shareholders of record on May 15, 2007. |
9
5. |
|
Operating Expenses: |
|
|
|
The following table details Intermountains components of total operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Salaries and employee benefits |
|
$ |
6,322 |
|
|
$ |
5,563 |
|
|
$ |
12,442 |
|
|
$ |
10,180 |
|
Occupancy expense |
|
|
1,445 |
|
|
|
1,201 |
|
|
|
2,837 |
|
|
|
2,316 |
|
Advertising |
|
|
353 |
|
|
|
274 |
|
|
|
571 |
|
|
|
432 |
|
Fees and service charges |
|
|
392 |
|
|
|
231 |
|
|
|
672 |
|
|
|
450 |
|
Printing, postage and supplies |
|
|
402 |
|
|
|
402 |
|
|
|
747 |
|
|
|
754 |
|
Legal and accounting |
|
|
334 |
|
|
|
320 |
|
|
|
606 |
|
|
|
611 |
|
Other expense |
|
|
709 |
|
|
|
898 |
|
|
|
1,760 |
|
|
|
1,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
9,957 |
|
|
$ |
8,889 |
|
|
$ |
19,635 |
|
|
$ |
16,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
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 June 30, 2007, there were
247,657 shares available for grant. The Company did not grant options to purchase
Intermountain common stock during either the six months ended June 30, 2007 or 2006. |
|
|
|
For the six months ended June 30, 2007 and 2006, stock option expense totaled $65,000 and
$71,000, respectively. The Company has approximately $200,000 remaining to expense related
to the non-vested stock options outstanding at June 30, 2007. This expense will be recorded
over a weighted average period of 14 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 |
Forfeiture rate |
|
0.0% |
|
|
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 32,174 and 25,743 restricted shares with a grant date fair
value of $698,000 and $451,000 during the six months ended June 30, 2007 and 2006,
respectively. For the six months ended June 30, 2007 and 2006, restricted stock expense
totaled |
10
|
|
$107,000 and $52,000, respectively. Total expense related to stock-based compensation
recorded in the six months ended June 30, 2007 and 2006 was $195,000 and $145,000,
respectively. |
|
|
|
A summary of the changes in stock options outstanding for the six months ended June 30, 2007
is presented below: |
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2007 |
|
|
|
(dollars in thousands, except per share amounts) |
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Exercise |
|
|
|
Shares (1) |
|
|
Price (1) |
|
Beginning Options Outstanding |
|
|
575,945 |
|
|
$ |
5.35 |
|
Options Granted |
|
|
|
|
|
|
|
|
Exercises |
|
|
55,652 |
|
|
|
4.18 |
|
Forfeitures |
|
|
944 |
|
|
|
9.13 |
|
|
|
|
|
|
|
|
Ending options outstanding |
|
|
519,349 |
|
|
|
5.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30 |
|
|
469,497 |
|
|
$ |
5.07 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Number of Shares and Weighted-Average Exercise Price have been adjusted for the 10%
common stock dividend paid May 31, 2007 to shareholders of record on May 15, 2007. |
|
|
The total intrinsic value of options exercised during the six months ended June 30, 2007 and
2006 were $854,000 and $539,000, respectively. |
|
|
|
A summary of the Companys nonvested restricted shares as of June 30, 2007 and changes
during the six months ended June 30, 2007 is presented below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant-Date |
|
Nonvested
Shares |
|
Shares (1) |
|
|
Fair Value (1) |
|
Nonvested at January 1, 2007 |
|
|
45,091 |
|
|
$ |
17.23 |
|
Granted |
|
|
32,174 |
|
|
|
21.72 |
|
Vested |
|
|
(9,718 |
) |
|
|
17.15 |
|
Forfeited |
|
|
(2,669 |
) |
|
|
13.91 |
|
|
|
|
|
|
|
|
Nonvested at June 30, 2007 |
|
|
64,878 |
|
|
$ |
19.63 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Number of Shares and Weighted-Average Grant-Date Fair Value have been adjusted for the
10% common stock dividend paid May 31, 2007 to shareholders of record on May 15, 2007. |
|
|
As of June 30, 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 4.0 years. |
|
7. |
|
New Accounting Pronouncements: |
|
|
|
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. |
11
|
|
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 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. |
|
|
|
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 or the Company) 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
building, the Sandpoint Financial and Technical Center, with completion expected in early 2008.
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 late August 2007. These expansions will
allow the Company to better serve its existing and prospective customer base in those markets and
consolidate administrative staff into fewer locations.
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 June 30, 2007, Intermountain is the largest independent commercial bank
headquartered in the state of Idaho, with consolidated assets of $977.0 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 grow 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 a close cultural fit with 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 Principles (GAAP) and to general practices within the banking industry. The
preparation of the financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Intermountains management
has identified the accounting policies described below as those that, due to the judgments,
estimates and assumptions inherent in those policies, are critical to an understanding of
Intermountains Consolidated Financial Statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Income Recognition. Intermountain recognizes interest income by methods that conform to
general accounting practices within the banking industry. In the event management believes
collection of all or a portion of contractual interest on a loan has become 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 as well as other environmental and qualitative factors. 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 June 30, 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 portfolio are initially recorded at cost, which
includes any premiums and discounts. Intermountain amortizes premiums and discounts as an
adjustment to interest income using the interest yield method over the life of the security. The
cost of investment securities sold, and any resulting gain or loss, is based on the specific
identification method.
Management determines the appropriate classification of investment securities at the time
of purchase. Held-to-maturity securities are those securities that Intermountain has the intent and
ability to hold to maturity, and are recorded at amortized cost. Available-for-sale securities are
those securities that would be available to be sold in the future in response to liquidity needs,
changes in market interest rates, and asset-liability management strategies, among others.
Available-for-sale securities are reported at fair value, with unrealized holding gains and losses
reported in stockholders equity as a separate component of other comprehensive income, net of
applicable deferred income taxes.
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 six months
ended
June 30, 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 each December. No impairment was considered necessary during the
six months ended June 30, 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 and Six Month Periods Ended June 30, 2007 and 2006
Results of Operations
Overview. Intermountain recorded net income of $2.2 million, or $0.25 per diluted share,
for the three months ended June 30, 2007, compared with net income of $1.8 million, or $0.22 per
diluted share, for the three months ended June 30, 2006. Intermountain recorded net income of
$4.3 million, or $0.50 per diluted share, for the six months ended June 30, 2007, compared with net
income of $4.4 million, or $0.52 per diluted share, for the six months ended June 30, 2006. The
decline in earnings over the six-month period reflected an increase in the Companys loan loss
provision and the negative effects of an inverted yield curve on the Companys net interest margin.
The annualized return on average assets (ROA) was 0.92% and 0.96% for the three months
ended June 30, 2007 and 2006, respectively, and 0.91% and 1.18% for the six months ended June 30,
2007 and 2006, respectively. The annualized return on average equity (ROE) was 10.7% and 10.6%
for the three months ended June 30, 2007 and 2006, respectively, and 10.7% and 13.1% for the six
months ended June 30, 2007 and 2006, respectively. Over these periods of time, the Company has
continued to expand its customer base and asset balances, contributing to strong increases in both
interest and non-interest income. However, these increases have been offset by increasing interest
expenses as deposit pricing adjusted higher, increasing operating expenses related to continued
growth and additional regulatory compliance requirements, and an increase in the loan loss
provision for 2007 due to growth in the loan portfolio and losses on two larger loan relationships.
The Company continues to adjust to a changing market environment. Although Intermountain
operates in some of the strongest growth markets in the nation, it, along with most of its peer
group, is currently facing strong challenges,
15
including: (1) a slowing housing market, which is weakening real estate and consumer loan
demand; (2) a volatile, but still inverted yield curve, limiting the opportunity for expansion of
the Companys net interest margin; (3) a slower economy, signaling a return to loan loss provision
and credit charge-off levels that are more consistent with longer-term historical averages; and
(4) expanding regulatory compliance expectations. Intermountain management is addressing the
current challenges proactively with a view toward building long-term shareholder value. It
continues to refine its marketing strategy to focus on targeted profitable customer segments, the
growth of lower cost core deposits and growth in commercial, agricultural and industrial loans.
Management is also evaluating and implementing initiatives to limit future growth in non-interest
expense. These initiatives include both technology projects, such as the installation of branch
check image capture technology, which will eliminate check processing work that is currently
conducted manually, and process initiatives, including centralizing certain operational and loan
processes, in order to improve productivity and decrease costs.
Net Interest Income. The most significant component of earnings for the Company is net
interest income, which is the difference between interest income from the Companys loan and
investment portfolios, and interest expense from deposits, repurchase agreements and other
borrowings. During the three months ended June 30, 2007 and 2006, net interest income was $11.5
million and $10.2 million, respectively, an increase of 12.0%. During the six months ended June
30, 2007 and 2006, net interest income was $22.3 million and $19.5 million, respectively, an
increase of 14.3%. The increase resulted primarily from growth in interest-earning asset totals.
This increase was partially offset by increases in both the balance of and cost of interest-bearing
liabilities. During both periods, the cost of interest-bearing liabilities rose more quickly than
the yield on interest-earning assets.
Average interest-earning assets increased by 24.4% to $865.2 million for the three months
ended June 30, 2007, compared to $695.6 million for the three months ended June 30, 2006. Average
loans increased by 21.7% or $130.2 million, while average investments and cash increased by 41.5%
or $39.4 million over the same period in 2006. Loan growth was driven by both increases in
existing markets and strong contributions from the branches added over the last couple years.
Increases in average deposits and other borrowings primarily reflected growth in the banks
existing markets. Average net interest spread during the three months ended June 30, 2007 and 2006
was 5.24% and 5.84%, respectively.
Average interest-earning assets increased by 28.5% to $857.6 million for the six months ended
June 30, 2007, compared to $667.3 million for the six months ended June 30, 2006. Average loans
increased by 25.7% or $144.6 million, while average investments increased by 44.2% or $45.7 million
over the same period in 2006. The increase in the components of average interest-earning assets
largely mirrored the quarter-over-quarter results, with significant loan growth from both existing
and new markets and an increase in the investment portfolio due to additional purchases of
investments for risk management and pledging purposes. Average interest-bearing liabilities
increased by 25.1% or $167.6 million, including $96.4 million (15.9%) growth in average deposits
and $71.2 million (118.3%) growth in other borrowings. Much of the growth in other borrowings over
this period was in the form of repurchase agreements made with municipal customers in our local
markets as part of the Companys community marketing strategy. Average net interest spread during
the six months ended June 30, 2007 and 2006 was 5.17% and 5.90%, respectively.
Similar to the declines in net interest spread, net interest margin decreased 59 basis points
during the three months ended June 30, 2007 to 5.32%, compared to the same period in 2006 and
decreased 65 basis points to 5.25% during the six months ended June 30, 2007, compared to the same
period last year. This was due to the increased cost of interest-bearing liabilities outpacing
increases in the yields on earning assets. After growing in recent years in response to rising
short-term market rates, the yield on earning assets flattened during the latter half of 2006 and
the first six months of 2007, while the cost of interest-bearing liabilities continued to increase.
The Companys assets and liabilities both reprice relatively quickly in response to changing
market rates, 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 year reflects this lag effect.
However, the Companys net interest margin grew slightly in the second quarter of 2007 over the
first quarter of 2007, from 5.24% to 5.32% potentially reflecting a stabilization of this ratio.
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
anticipated future economic trends, historical loan losses, delinquencies, underlying collateral
values, as well as current and potential risks identified in the portfolio.
Intermountain recorded provisions for losses on loans of $1.2 million and $0.8 million for the
three months ended June 30, 2007 and 2006, respectively. Intermountain recorded provisions for
losses on loans of $2.0 million and $0.7 million for the six months ended June 30, 2007 and 2006,
respectively. The provision reflects the analysis and assessment of the relevant factors mentioned
in the preceding paragraph. The increases are due to growth in the loan portfolio and credit
losses on two larger loan relationships. Management believes that provision and charge-off
activity in 2007 reflect a slowing economy and a more normal historical credit environment that the
unusually low numbers posted in the first six
16
months of 2006. The loan loss allowance to total loans ratio was 1.44% at June 30, 2007,
compared to 1.47% at June 30, 2006. The loan portfolio increased by 21.3% during this period,
The following table summarizes loan loss allowance activity for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
|
(Dollars in thousands) |
|
Balance at January 1 |
|
$ |
9,837 |
|
|
$ |
8,100 |
|
Provision (recovery) for losses on loans |
|
|
2,006 |
|
|
|
666 |
|
Amounts written off, net of recoveries |
|
|
(1,039 |
) |
|
|
(59 |
) |
Transfers |
|
|
(2 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
Allowance loans, June 30 |
|
|
10,802 |
|
|
|
8,700 |
|
|
|
|
|
|
|
|
|
|
Allowance unfunded commitments, January 1 |
|
|
482 |
|
|
|
417 |
|
Adjustment |
|
|
(384 |
) |
|
|
|
|
Transfers |
|
|
2 |
|
|
|
7 |
|
|
|
|
|
|
|
|
Allowance unfunded commitments, June 30 |
|
|
100 |
|
|
|
424 |
|
|
|
|
|
|
|
|
|
|
Total credit allowance including unfunded commitments |
|
$ |
10,902 |
|
|
$ |
9,124 |
|
|
|
|
|
|
|
|
The allowance calculation for the six months ended June 30, 2007 reflects the removal of the
allowance for unfunded credit commitments from the allowance for loan losses as required by new
guidance from the Companys federal banking regulators. In re-analyzing the allowance for unfunded
commitments, the Company decreased the allowance in response to its review of historical loss rates
and perceived potential risk.
At June 30, 2007, Intermountains total classified assets were $10.6 million, compared
with $7.2 million at June 30, 2006. Total nonperforming loans were $0.6 million at June 30, 2007,
compared with $1.2 million at June 30, 2006. The increase in classified assets was due to growth
in the overall loan portfolio, plus the addition of one larger commercial loan relationship, which
management feels is adequately collateralized and provided for in the allowance for loan loss. At
June 30, 2007, Intermountains loan delinquency ratio (30 days and over) as a percentage of total
loans was 0.37%, compared with 0.17% at June 30, 2006. The Companys credit quality
remains strong, but reflects slight deterioration, which management believes is in line with
changing market conditions. Management remains confident in its credit management system, but also
believes that the credit markets are weaker this year than they have been over the past several
years.
Other Income. Total other income was $3.2 million and $2.4 million for the three months
ended June 30, 2007 and 2006, respectively. Total other income was $6.2 million and $4.8 million
for the six months ended June 30, 2007 and 2006, respectively. Fees and service charge income
increased to $5.3 million for the six months ended June 30, 2007 from $4.9 million for the same
period last year. Deposit service charges increased, reflecting fee increases on products and
continued account and customer growth. 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. These increases were offset slightly by a small reduction in fee income
derived from mortgage banking activities. Comparative results were also impacted by a
restructuring of the investment portfolio in the second quarter of 2006 which created a $1.0
million pre-tax loss in the 2006 period. This restructuring improved both the long-term return of
the investment portfolio and its risk characteristics. 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 $10.0 million for the three months ended June 30,
2007, a 12.0% increase compared to $8.9 million for the three months ended June 30, 2006.
Operating expenses were $19.6 million for the six months ended June 30, 2007, an 18.3% increase
compared to $16.6 million for the six months ended June 30, 2006. Continued staffing and fixed
asset increases to support growth and increasing regulatory compliance expectations were the
primary contributors to the growth in operating expenses. The rates of increase in operating
expenses are slowing, however, as the Company focuses more attention on improving efficiency.
The Companys efficiency ratio improved to 67.9% for the three months ended June 30, 2007 from
70.5% in the corresponding period in 2006. The Companys efficiency ratio increased to 68.8% for
the six months ended June 30, 2007 compared to 68.2% in the corresponding period in 2006.
17
Salaries and employee benefits were $6.3 million for the three months ended June 30, 2007, a
13.6% increase compared to $5.6 million for the three months ended June 30, 2006. Salaries and
employee benefits were $12.4 million for the six months ended June 30, 2007, a 22.2% increase
compared to $10.2 million for the six months ended June 30, 2006. The employee costs reflect
increased staffing due to the addition of several new branches during 2006, and additional
administrative staff as a result of continued growth and heightened regulatory compliance
requirements. At June 30, 2007, full-time-equivalent employees totaled 438, compared with 385 at
June 30, 2006.
Occupancy expenses were $1.4 million for the three months ended June 30, 2007, a 20.3%
increase compared to $1.2 million for the same period one year ago. Occupancy expenses were $2.8
million for the six months ended June 30, 2007, a 22.5% increase compared to $2.3 million for the
six months ended June 30, 2006. The increase was primarily due to costs associated with branches
added during 2006, additional square footage associated with administrative staff needed to support
bank growth, and additional software and hardware costs related to the addition of new branch and
administrative support staff.
Growth in other non-interest expenses moderated during the comparative three- and six-month
reporting periods, as increases in advertising and bank service charges were offset by declines in
legal and accounting fees, printing, postage and supply costs, and training, travel, insurance and
other operational expenses. Management continues to focus on managing costs in these areas.
Company management has invested heavily in human capital, buildings and technology over the
past several years, as it has sought to grow rapidly while building the infrastructure necessary to
maintain high service standards, operational integrity and compliance with expanded regulatory
requirements. While adjusting to a changing market, management believes it can leverage these
investments made to continue growing over the next several years, and operate more efficiently in
the future. The Company is currently slowing the pace of new branch openings while it pursues a
number of efficiency improvement initiatives, including the implementation of branch imaging
technology, automating and streamlining the loan processing function, and centralizing and
standardizing certain operational functions. Management is also conducting detailed reviews of all
major business processes to identify additional opportunities for improvement.
Income Tax Provision. Intermountain recorded federal and state income tax
provisions of $1.4 million and $1.1 million for the three months ended June 30, 2007 and 2006,
respectively. Intermountain recorded federal and state income tax provisions of $2.6 million and
$2.7 million for the six months ended June 30, 2007 and 2006, respectively. The effective tax
rates were 38.3% and 37.8% for the three month ended June 30, 2007 and 2006, respectively. The
effective tax rates were 38.2% and 37.8% for the six months ended June 30, 2007 and 2006,
respectively.
Financial Position
Assets. At June 30, 2007, Intermountains assets were $977.0 million, up $57.1 million
from $919.9 million at December 31, 2006. The growth in assets primarily reflected an increase in
loans receivable and office properties and equipment, partially offset by a small decrease in cash
and equivalents. The increase in loans receivable was funded by increases in customer deposits,
decreases in investments and increased levels of repurchase agreements.
Investments. Intermountains investment portfolio at June 30, 2007 was $123.8 million, a
decrease of $3.2 million from the December 31, 2006 balance of $127.0 million. The decrease was
primarily due to the 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. As of June 30, 2007, the balance of the unrealized loss on investment securities,
net of federal income taxes, was $0.4 million, compared to an unrealized loss at December 31, 2006
of $0.1 million. Increasing long-term market rates decreased the market value of the securities,
resulting in a larger unrealized loss.
Loans Receivable. At June 30, 2007 net loans receivable totaled $741.0 million, up $76.6
million or 11.5% from $664.4 million at December 31, 2006. During the six months ended June 30,
2007, total loan originations were $367.2 million compared with $341.0 million for the prior years
comparable period. The increases were primarily due to stronger lending performance in existing
markets and new lending personnel developing additional business in the Companys markets.
18
The following table sets forth the composition of Intermountains loan portfolio at the dates
indicated. Loan balances exclude deferred loan origination costs and fees and allowances for loan
losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Commercial (includes commercial real estate) |
|
$ |
605,626 |
|
|
|
80.44 |
|
|
$ |
527,345 |
|
|
|
78.03 |
|
Residential real estate |
|
|
114,418 |
|
|
|
15.20 |
|
|
|
112,569 |
|
|
|
16.66 |
|
Consumer |
|
|
26,419 |
|
|
|
3.51 |
|
|
|
31,800 |
|
|
|
4.71 |
|
Municipal |
|
|
6,446 |
|
|
|
0.85 |
|
|
|
4,082 |
|
|
|
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans receivable |
|
|
752,909 |
|
|
|
100.00 |
|
|
|
675,796 |
|
|
|
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred origination fees |
|
|
(1,082 |
) |
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
Allowance for losses on loans |
|
|
(10,802 |
) |
|
|
|
|
|
|
(10,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
741,025 |
|
|
|
|
|
|
$ |
664,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield at end of period |
|
|
8.67 |
% |
|
|
|
|
|
|
8.65 |
% |
|
|
|
|
The following table sets forth Intermountains loan originations for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
2007 |
|
|
2006 |
|
|
% Change |
|
|
|
(Dollars in thousands) |
|
Commercial |
|
$ |
171,482 |
|
|
$ |
169,783 |
|
|
|
1.0 |
|
|
$ |
308,438 |
|
|
$ |
273,202 |
|
|
|
12.9 |
|
Residential real estate |
|
|
24,666 |
|
|
|
32,386 |
|
|
|
(23.8 |
) |
|
|
45,976 |
|
|
|
54,470 |
|
|
|
(15.6 |
) |
Consumer |
|
|
4,444 |
|
|
|
7,347 |
|
|
|
(39.5 |
) |
|
|
9,896 |
|
|
|
13,000 |
|
|
|
(23.9 |
) |
Municipal |
|
|
2,703 |
|
|
|
243 |
|
|
|
1,012.3 |
|
|
|
2,903 |
|
|
|
322 |
|
|
|
801.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans originated |
|
$ |
203,295 |
|
|
$ |
209,759 |
|
|
|
(3.1 |
) |
|
$ |
367,213 |
|
|
$ |
340,994 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office Properties and Equipment. Office properties and equipment increased 36.6% to
$34.8 million over $25.4 million at December 31, 2006, due primarily to the building of the
Sandpoint Financial and Technical Center and the new Spokane Valley branch.
BOLI and All Other Assets. Bank-owned life insurance (BOLI) and other assets increased to
$24.7 million at June 30, 2007 from $20.9 million at December 31, 2006. The increase was primarily
due to increases in the net deferred tax asset, prepaid expenses and accrued interest receivable.
Deposits. Total deposits increased $40.7 million to $734.4 million at June 30, 2007 from
$693.7 million at December 31, 2006, primarily due to increases in money market accounts, savings
accounts and non-interest bearing deposits. Company management continues to focus heavily on core
deposit growth, particularly on lower-costing demand, savings and money market deposits. The
results for the first six months of 2007 reflect this emphasis, as the Company increased deposits
in these areas, while allowing some higher rate retail and brokered certificates of deposit to run
off. Management continues to implement compensation plans, promotional strategies and new
products to spur local deposit growth.
19
The following table sets forth the composition of Intermountains deposits at the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Demand |
|
$ |
163,419 |
|
|
|
22.3 |
|
|
$ |
141,601 |
|
|
|
20.4 |
|
NOW and money market 0.0% to 5.8% |
|
|
313,044 |
|
|
|
42.6 |
|
|
|
291,412 |
|
|
|
42.0 |
|
Savings and IRA 0.0% to 4.6% |
|
|
86,921 |
|
|
|
11.8 |
|
|
|
81,955 |
|
|
|
11.8 |
|
Certificate of deposit accounts |
|
|
171,014 |
|
|
|
23.3 |
|
|
|
178,718 |
|
|
|
25.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
734,398 |
|
|
|
100.0 |
|
|
$ |
693,686 |
|
|
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest rate
on certificates of deposit |
|
|
|
|
|
|
4.68 |
% |
|
|
|
|
|
|
4.47 |
% |
Borrowings. Deposit accounts are Intermountains primary source of funds. The Company
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 $145.0 million and $133.9 million at June 30, 2007 and December 31, 2006,
respectively. The increase is due primarily to additional repurchase obligation balances with the
Companys municipal customers and the expansion of the holding company credit line to cover the
construction cost of the new headquarters building. 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 re-price 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 long-term impact of fluctuating interest rates on net interest income,
Intermountain promotes a loan pricing policy of utilizing variable interest rate structures that
associates loan rates to Intermountains internal cost of funds and to the nationally recognized
prime lending rate. This approach, when combined with the liability-side strategies discussed
below, has contributed historically 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 increases 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
20
forecast of net interest income and net income given various interest rate forecasts and
alternative strategies. The model is also designed to measure the anticipated impact that
prepayment risk, basis risk, customer maturity preferences, volumes of new business and changes in
the relationship between long-term and short-term interest rates have on the performance of
Intermountain. The results of 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, 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 re-price in a given period. Intermountain calculated its one-year
cumulative re-pricing gap position to be negative 30% and a negative 35% at June 30, 2007 and
December 31, 2006, respectively. Management attempts to maintain Intermountains gap position
between positive 20% and negative 35%. At June 30, 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 investment
securities, and occasional sales of loans, investments or other assets. Liability financing
sources consist primarily of customer deposits, repurchase obligations with local customers,
advances from FHLB Seattle and correspondent bank borrowings. Deposits increased to $734.4 million
at June 30, 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 loans. At June 30, 2007 and December 31, 2006, securities sold
subject to repurchase agreements were $110.6 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 June 30, 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, and a reduction in the Companys available cash position.
Intermountains credit line with FHLB Seattle provides for borrowings up to a percentage
of its total assets subject to general collateralization requirements. At June 30, 2007, the
Companys credit line represented a total borrowing capacity of approximately $82.7 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 $50.0 million at June 30, 2007. As of June 30, 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.
21
Capital Resources
Intermountains total stockholders equity was $82.9 million at June 30, 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, partially offset by an increase in the net unrealized losses of
the available-for-sale investment portfolio and the increase in unearned compensation related to
the issuance of restricted stock. Stockholders equity was 8.5% of total assets at both June 30,
2007 and December 31, 2006. On April 25, 2007, the Board of Directors approved a 10% stock
dividend to shareholders. The stock dividend was payable May 31, 2007 to shareholders of record as
of May 15, 2007.
At June 30, 2007, Intermountain had an unrealized loss of $359,000, net of related income
taxes, on investments classified as available-for-sale, as compared to an unrealized loss of
$111,000, net of related income taxes, on investments classified as available-for-sale at December
31, 2006. 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 their 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 June 30, 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 June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well-Capitalized |
|
|
Actual |
|
Capital Requirements |
|
Requirements |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
Total capital (to
risk-weighted assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
$ |
96,953 |
|
|
|
11.32 |
% |
|
$ |
68,522 |
|
|
|
8 |
% |
|
$ |
85,653 |
|
|
|
10 |
% |
Panhandle State Bank |
|
|
96,347 |
|
|
|
11.25 |
% |
|
|
68,530 |
|
|
|
8 |
% |
|
|
85,663 |
|
|
|
10 |
% |
Tier I capital (to risk-weighted
assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
|
86,244 |
|
|
|
10.07 |
% |
|
|
34,261 |
|
|
|
4 |
% |
|
|
51,392 |
|
|
|
6 |
% |
Panhandle State Bank |
|
|
85,638 |
|
|
|
10.00 |
% |
|
|
34,265 |
|
|
|
4 |
% |
|
|
51,398 |
|
|
|
6 |
% |
Tier I capital (to average assets): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company |
|
|
86,244 |
|
|
|
9.16 |
% |
|
|
37,674 |
|
|
|
4 |
% |
|
|
47,092 |
|
|
|
5 |
% |
Panhandle State Bank |
|
|
85,638 |
|
|
|
9.33 |
% |
|
|
36,698 |
|
|
|
4 |
% |
|
|
45,873 |
|
|
|
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.
22
The following table represents Intermountains on-and-off balance sheet aggregate contractual
obligations to make future payments as of June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
|
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
|
|
(Dollars in thousands) |
|
Long-term debt (1) |
|
$ |
93,324 |
|
|
$ |
3,256 |
|
|
$ |
11,250 |
|
|
$ |
34,514 |
|
|
$ |
44,304 |
|
Short-term debt (1) |
|
|
93,030 |
|
|
|
93,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations (2) |
|
|
13,944 |
|
|
|
1,084 |
|
|
|
1,601 |
|
|
|
1,319 |
|
|
|
9,940 |
|
Purchase obligations (3) |
|
|
3,747 |
|
|
|
3,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
reflected on the registrants
balance sheet under GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
204,045 |
|
|
$ |
101,117 |
|
|
$ |
12,851 |
|
|
$ |
35,833 |
|
|
$ |
54,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Pronouncements
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 processes, based on the technical merits of the position. If the
tax position meets the more-likely-than-not recognition
23
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:
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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; |
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the effects of inflation, interest rate levels and market and
monetary fluctuations; |
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trade, monetary and fiscal policies and laws, including
interest rate policies of the federal government; |
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applicable laws and regulations and legislative or regulatory
changes; |
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the timely development and acceptance of new products and
services of Intermountain; |
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the willingness of customers to substitute competitors
products and services for Intermountains products and services; |
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Intermountains success in gaining regulatory approvals, when
required; |
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technological and management changes; |
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announcement and successful and timely implementation of growth,
acquisition and efficiency strategies; |
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Intermountains ability to successfully integrate
entities that may be or have been acquired; |
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changes in consumer spending and saving habits; and |
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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 June 30, 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 six months ended
June 30, 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.
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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
Except as noted below, there have been no material changes from the risk factors discussed in
Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31,
2006.
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the potential industry effect of subprime and prime mortgage market volatility on the
Companys lending operations |
Current weakness in the subprime mortgage market is spreading into all mortgage markets and
generally impacting lending operations of many financial institutions. The Company is not
significantly involved in subprime mortgage activities, so its current direct exposure is limited.
However, to the extent the subprime market volatility affects the marketability of all mortgage
loans, the real estate market, and consumer spending in general, it may have an indirect adverse
impact on the Companys lending operations, loan balances and non-interest income, and ultimately
its net income.
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
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(a) |
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The annual meeting of Shareholders of Intermountain Community Bancorp was held on
April 25, 2007. |
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(b) |
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Not Applicable |
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(c) |
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A brief description of each matter voted upon at the Annual Meeting and the
number of votes cast for, against or withheld, including a separate tabulation with
respect to each nominee to serve on the Board is presented below: |
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1. |
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Election of 4 directors for terms expiring in 2007. |
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James T. Diehl |
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Votes cast for: |
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5,698,921 |
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Votes withheld: |
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2,397 |
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Terry L. Merwin |
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Votes cast for: |
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5,683,182 |
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Votes withheld: |
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18,136 |
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John B. Parker |
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Votes cast for: |
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5,695,858 |
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Votes withheld: |
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5,460 |
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Jim Patrick |
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Votes cast for: |
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5,687,389 |
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Votes withheld: |
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13,929 |
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2. |
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Approval of the 2006 2008 Long-Term Incentive Plan. |
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Votes cast for: |
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4,295,718 |
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Votes cast against: |
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103,062 |
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Votes abstained: |
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37,635 |
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3. |
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Ratification of the appointment of BDO Seidman, LLP as the independent
registered public accounting firm for Intermountain for 2007. |
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Votes cast for: |
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5,668,556 |
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Votes cast against: |
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10,333 |
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Votes abstained: |
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14,100 |
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Item 5 Other Information
Not Applicable
Item 6 Exhibits
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Exhibit No. |
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Exhibit |
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31.1
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Certification of Chief Executive
Officer Pursuant to Section 302 of
the Sarbanes Oxley Act of 2002. |
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31.2
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Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes Oxley Act of 2002. |
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Certification of Chief Executive
Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of
the Sarbanes Oxley Act of 2002. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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INTERMOUNTAIN COMMUNITY BANCORP |
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(Registrant)
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August 8,
2007
Date
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By:
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/s/ Curt Hecker
Curt Hecker
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President and Chief Executive Officer |
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August 8, 2007
Date
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By:
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/s/ Doug Wright
Doug Wright
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Executive Vice President
and Chief Financial Officer |
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