UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q
(Mark
one)
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2008
or
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
The
Savannah Bancorp, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Georgia
|
0-18560
|
58-1861820
|
State
of Incorporation
|
SEC
File Number
|
Tax
I.D. Number
|
25
Bull Street, Savannah, Georgia 31401
|
(Address
of principal executive offices) (Zip
Code)
|
912-629-6486
|
(Registrant's
telephone number, including area
code)
|
[None]
|
(Former
name, former address and former fiscal year,
|
if
changed since last report.)
|
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 [X
]
No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
Non-accelerated
filer [ ]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes [ ]No [X]
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date.
Class
|
Outstanding as of
April 30
,
200
8
|
Common
stock, $1.00 par value per share
|
5,931,008
|
The
Savannah Bancorp, Inc. and Subsidiaries
Form
10-Q Index
March
31, 2008
|
Page
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Cover
Page
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1
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Form
10-Q Index
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2
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Part
I – Financial Information
|
|
|
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Item
1. Financial Statements
|
|
|
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Consolidated
Balance Sheets
|
|
March
31, 2008 and 2007 and December 31, 2007
|
3
|
|
|
Consolidated
Statements of Income
|
|
for
the Three Months Ended March 31, 2008 and 2007
|
4
|
|
|
Consolidated
Statements of Changes in Shareholders’ Equity
|
|
for the Three
Months Ended March 31, 2008 and 2007
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5
|
|
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Consolidated
Statements of Cash Flows
|
|
for
the Three Months Ended March 31, 2008 and 2007
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6
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|
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Condensed
Notes to Consolidated Financial Statements
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7-10
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|
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Item
2. Management’s Discussion and Analysis of Financial
Condition
|
|
and Results of
Operations
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10-17
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|
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Item
3. Quantitative and Qualitative Disclosures about Market
Risk
|
18-21
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|
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Item
4. Controls and Procedures
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21
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Part
II – Other Information
|
|
Item
1. Legal Proceedings
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22
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|
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Item
1A. Risk Factors
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22
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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22
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|
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Item
3. Defaults Upon Senior Securities
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22
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|
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Item
4. Submission of Matters to a Vote of Security
Holders
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22
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|
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Item
5. Other Information
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22
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|
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Item
6. Exhibits
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22
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Signatures
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23
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Part
I – Financial Information
Item
1. Financial Statements
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Balance Sheets
($ in
thousands, except share data)
|
March
31,
|
December
31,
|
March
31,
|
|
2008
|
2007
|
2007
|
Assets
|
(Unaudited)
|
|
(Unaudited)
|
Cash
and due from banks
|
$ 14,816
|
$ 12,721
|
$ 16,890
|
Federal
funds sold
|
4,998
|
4,435
|
20,176
|
Interest-bearing
deposits in banks
|
2,344
|
20,148
|
2,786
|
Cash
and cash equivalents
|
22,158
|
37,304
|
39,852
|
Securities
available for sale, at fair value (amortized
|
|
|
|
cost
of $60,529, $60,241 and $57,918, respectively)
|
62,367
|
61,057
|
57,785
|
Loans
held for sale
|
793
|
180
|
1,835
|
Loans,
net of allowance for loan losses of $12,128,
|
|
|
|
$12,864
and $9,220, respectively
|
822,606
|
795,787
|
721,167
|
Premises
and equipment, net
|
8,237
|
6,830
|
6,274
|
Other
real estate owned
|
2,025
|
2,112
|
622
|
Bank-owned
life insurance
|
6,044
|
5,985
|
5,813
|
Goodwill
and other intangible assets, net
|
2,750
|
2,806
|
-
|
Other
assets
|
18,657
|
20,398
|
14,944
|
Total
assets
|
$
945,637
|
$
932,459
|
$
848,292
|
|
|
|
|
Liabilities
|
|
|
|
Deposits:
|
|
|
|
Noninterest-bearing
|
$ 86,329
|
$ 88,503
|
$ 98,663
|
Interest-bearing
demand
|
117,854
|
127,902
|
112,490
|
Savings
|
16,060
|
16,168
|
18,917
|
Money
market
|
208,531
|
176,615
|
170,039
|
Time deposits
|
342,489
|
355,030
|
312,061
|
Total
deposits
|
771,263
|
764,218
|
712,170
|
Short-term
borrowings
|
64,685
|
70,599
|
37,480
|
Federal
Home Loan Bank advances – long-term
|
11,895
|
2,973
|
13,225
|
Subordinated
debt to nonconsolidated subsidiaries
|
10,310
|
10,310
|
10,310
|
Other
liabilities
|
8,599
|
8,087
|
6,606
|
Total
liabilities
|
866,752
|
856,187
|
779,791
|
|
|
|
|
Shareholders'
equity
|
|
|
|
Preferred
stock, par value $1 per share:
|
|
|
|
authorized
10,000,000 shares, none issued
|
-
|
-
|
-
|
Common
stock, par value $1 per share: authorized
|
|
|
|
20,000,000
shares; issued 5,931,008,
|
|
|
|
5,923,797
and 5,790,376 shares, respectively
|
5,931
|
5,924
|
5,790
|
Additional
paid-in capital
|
38,327
|
38,279
|
35,801
|
Retained
earnings
|
31,474
|
30,512
|
27,299
|
Treasury
stock, 318 shares in 2008 and 2007
|
(4)
|
(4)
|
(4)
|
Accumulated
other comprehensive income (loss), net
|
3,157
|
1,561
|
(385)
|
Total
shareholders' equity
|
78,885
|
76,272
|
68,501
|
Total
liabilities and shareholders' equity
|
$
945,637
|
$
932,459
|
$
848,292
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Income
($ in
thousands, except per share data)
(Unaudited)
|
For
the
Three
Months Ended
March
31,
|
|
2008
|
2007
|
Interest
and dividend income
|
|
|
Loans,
including fees
|
$ 14,211
|
$
14,351
|
Loans
held for sale
|
12
|
34
|
Investment
securities:
|
|
|
Taxable
|
678
|
540
|
Tax-exempt
|
22
|
25
|
Dividends
|
82
|
55
|
Deposits
with banks
|
67
|
83
|
Federal
funds sold
|
53
|
172
|
Total
interest and dividend income
|
15,125
|
15,260
|
Interest
expense
|
|
|
Deposits
|
6,124
|
6,092
|
Short-term
borrowings
|
691
|
625
|
Federal
Home Loan Bank advances
|
49
|
164
|
Subordinated
debt
|
190
|
203
|
Total
interest expense
|
7,054
|
7,084
|
Net
interest income
|
8,071
|
8,176
|
Provision
for loan losses
|
1,070
|
500
|
Net
interest income after
|
|
|
provision
for loan losses
|
7,001
|
7,676
|
Noninterest
income
|
|
|
Service
charges on deposit accounts
|
387
|
347
|
Mortgage
related income, net
|
63
|
210
|
Trust
and asset management fees
|
724
|
176
|
Other
operating income
|
590
|
319
|
Loss
on sale of OREO
|
(1)
|
-
|
Total
noninterest income
|
1,763
|
1,052
|
Noninterest
expense
|
|
|
Salaries
and employee benefits
|
3,473
|
2,964
|
Occupancy
and equipment
|
889
|
758
|
Information
technology
|
393
|
425
|
Other
operating expense
|
1,395
|
1,000
|
Total
noninterest expense
|
6,150
|
5,147
|
Income
before income taxes
|
2,614
|
3,581
|
Income
tax expense
|
910
|
1,270
|
Net
income
|
$ 1,704
|
$ 2,311
|
Net
income per share:
|
|
|
Basic
|
$ 0.29
|
$ 0.40
|
Diluted
|
$ 0.29
|
$ 0.39
|
Dividends
per share
|
$
0.125
|
$
0.120
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Changes in Shareholders' Equity
(
$ in thousands, except share
data
)
(Unaudited)
|
For
the
Three
Months Ended
March
31,
|
|
2008
|
2007
|
Common
shares issued
|
|
|
Shares,
beginning of period
|
5,923,797
|
5,781,381
|
Common
stock issued
|
7,211
|
-
|
Exercise
of options
|
-
|
8,995
|
Shares,
end of period
|
5,931,008
|
5,790,376
|
Treasury
shares owned
|
|
|
Shares,
beginning of period
|
318
|
318
|
Shares
issued from treasury shares
|
-
|
-
|
Shares,
end of period
|
318
|
318
|
Common
stock
|
|
|
Balance,
beginning of period
|
$ 5,924
|
$ 5,781
|
Common
stock issued
|
7
|
-
|
Exercise
of options
|
-
|
9
|
Balance,
end of period
|
5,931
|
5,790
|
Additional
paid-in capital
|
|
|
Balance,
beginning of period
|
38,279
|
35,747
|
Common
stock issued, net of issuance costs
|
(7)
|
-
|
Stock-based
compensation, net
|
55
|
15
|
Exercise
of options
|
-
|
39
|
Balance,
end of period
|
38,327
|
35,801
|
Retained
earnings
|
|
|
Balance,
beginning of period
|
30,512
|
25,681
|
Net
income
|
1,704
|
2,311
|
Dividends
|
(742)
|
(693)
|
Balance,
end of period
|
31,474
|
27,299
|
Treasury
stock
|
|
|
Balance,
beginning and end of period
|
(4)
|
(4)
|
Accumulated
other comprehensive income (loss), net
|
|
|
Balance,
beginning of period
|
1,561
|
(631)
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of tax
|
636
|
80
|
Change
in fair value of derivative instruments, net of tax
|
960
|
166
|
Balance,
end of period
|
3,157
|
(385)
|
Total
shareholders' equity
|
$
78,885
|
$
68,501
|
Other
comprehensive income, net
Net
income
|
$
1,704
|
$
2,311
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of tax
|
636
|
80
|
Change
in fair value of derivative instruments, net of tax
|
960
|
166
|
Other
comprehensive income, net
|
$
3,300
|
$
2,557
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
($ in
thousands)
(Unaudited)
|
For
the
Three
Months Ended
March
31,
|
|
2008
|
2007
|
Operating
activities
|
|
|
Net
income
|
$ 1,704
|
$ 2,311
|
Adjustments
to reconcile net income to cash
|
|
|
provided
by operating activities:
|
|
|
Provision
for loan losses
|
1,070
|
500
|
Loans
originated for sale
|
(5,652)
|
(8,231)
|
Proceeds
from sale of loans originated for sale
|
5,054
|
7,336
|
Net
accretion of securities
|
(73)
|
(6)
|
Depreciation
and amortization
|
273
|
248
|
Amortization
of client list
|
36
|
-
|
Stock-based
compensation expense
|
55
|
22
|
Accretion
of gain on termination of derivatives
|
(404)
|
-
|
Increase
in deferred income taxes, net
|
(85)
|
(75)
|
Gain
on sale of loans, net
|
(15)
|
(26)
|
Write-down
of other real estate owned
|
86
|
-
|
Loss
on sales of foreclosed assets
|
1
|
-
|
Equity
in net income of nonconsolidated subsidiary
|
(21)
|
(33)
|
Increase
in CSV of bank-owned life insurance policies
|
(59)
|
(53)
|
Proceeds
from termination of derivatives
|
2,369
|
-
|
Change
in other assets and other liabilities, net
|
1,590
|
2,838
|
Net
cash provided by operating activities
|
5,929
|
4,831
|
Investing
activities
|
|
|
Activity
in available for sale securities
|
|
|
Purchases
|
(5,260)
|
(9,228)
|
Maturities
and calls
|
5,047
|
5,479
|
Loan
originations and principal collections, net
|
(27,889)
|
(9,703)
|
Purchase
of other real estate owned
|
(186)
|
(77)
|
Proceeds
from sale of foreclosed assets
|
185
|
-
|
Additions
to premises and equipment
|
(1,680)
|
(157)
|
Net
cash used in investing activities
|
(29,783)
|
(13,686)
|
Financing
activities
|
|
|
Net
decrease in noninterest-bearing deposits
|
(2,174)
|
(2,493)
|
Net
increase in interest-bearing deposits
|
9,219
|
7,839
|
Net
decrease in short-term borrowings
To
repurchase and federal funds purchased
|
(5,914)
|
(3,207)
|
Net
increase (decrease) in FHLB advances
|
8,922
|
(84)
|
Payment
on note payable
|
(603)
|
-
|
Dividends
paid
|
(742)
|
(693)
|
Exercise
of options
|
-
|
48
|
Net
cash provided by financing activities
|
8,708
|
1,410
|
Decrease
in cash and cash equivalents
|
(15,146)
|
(7,445)
|
Cash
and cash equivalents, beginning of period
|
37,304
|
47,297
|
Cash
and cash equivalents, end of period
|
$
22,158
|
$
39,852
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Condensed
Notes to Consolidated Financial Statements
For
the Three Months Ended March 31, 2008 and 2007
(Unaudited)
Note
1 - Basis of Presentation
The
accompanying unaudited consolidated financial statements of The Savannah
Bancorp, Inc. (the “Company”) 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 Securities and Exchange
Commission (“SEC”) Form 10-Q and Article S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
month period ended March 31, 2008, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2008. For
further information, refer to the consolidated financial statements and
footnotes thereto, included in the Company's annual report on Form 10-K for the
year ended December 31, 2007. Certain prior period balances and
formats have been reclassified to conform to the current period
presentation.
The March
31, 2008 financial statements include the operations of Minis & Co., Inc.
(“Minis”), a registered investment advisor, whose net assets were acquired as of
the close of business on August 31, 2007.
Note
2 - Acquisitions
The
Company acquired all of the net assets of Minis as of August 31,
2007. The net assets of Minis were incorporated into a new,
wholly-owned subsidiary of the Company which will continue to operate under the
name of Minis & Co., Inc. The acquisition was accounted for using
the purchase method of accounting, and accordingly, the results of Minis’
operations have been included in the consolidated financial statements beginning
September 1, 2007. Minis is a registered investment advisor based in
Savannah, Georgia, offering a full line of investment management
services. Minis’ assets under management at September 1, 2007
were approximately $500 million.
The
aggregate purchase price was $3.80 million, consisting of 71,000 shares of
the Company’s common stock valued at $1.78 million, $1.853 million in cash,
net of $118,000 in cash received at closing, and approximately $48,000 in direct
acquisition costs, primarily consisting of external legal and accounting
fees. The value of the common shares issued was determined based on
the average market price of the Company’s common stock on the day before and the
day on which the terms of the acquisition were publicly announced.
The terms
of the asset purchase agreement provide for contingent earn-out consideration to
the former Minis shareholders. Such consideration will be based on
actual revenue earned from existing clients at August 31, 2007 as compared to a
target level of revenues through June 30, 2010. Based on the
assumptions at the time the asset purchase agreement was executed, the Company
expected that the aggregate contingent consideration, including interest, would
be approximately $2.2 million payable as near as practicable to the June
30, 2010 determination date. However, Minis’ failure to generate
revenue at the agreed upon targeted level or above will result in lower
contingent consideration paid to the former Minis shareholders.
Note
2 - Acquisitions (continued)
The
purchase price allocation relating to the Minis acquisition was as
follows:
($
in thousands)
|
September
1, 2007
|
Assets
acquired
|
|
Cash
|
$ 118
|
Accounts
receivable
|
53
|
Premises
and equipment
|
85
|
Prepaid
expense
|
4
|
Deferred
income tax benefits
|
876
|
Intangible
assets
|
1,400
|
Goodwill,
net of tax benefits
|
1,435
|
Total
assets acquired
|
3,971
|
Liabilities
assumed
|
|
Unearned
revenue
|
171
|
Total
liabilities assumed
|
171
|
Net
assets acquired
|
$
3,800
|
Of the
$2.835 million of acquired intangible assets, $1.435 million was allocated to
goodwill and $1.4 million to identifiable intangible assets (customer
contracts). The customer contracts have an estimated weighted-average
useful life of 10 years. The goodwill and the customer contracts
intangible assets will be deductible for tax purposes over a 15-year period.
Any additional earn-out consideration to be paid will be accounted for as
additional purchase price under the terms of the agreement and will be added to
goodwill when determined to be payable.
Russell
W. Carpenter, a shareholder of Minis who owned 40 percent of its shares, has
served as a director of the Company since 1989 and expects to continue in such
role until April 2010.
Note
3 - Restrictions on Cash and Demand Balances Due from Banks and Interest-Bearing
Bank Balances
The
Savannah Bank, N.A., Bryan Bank & Trust and Harbourside Community Bank
(collectively referred to as the “Subsidiary Banks”) are required by the Federal
Reserve Bank to maintain minimum cash reserves based on reserve requirements
calculated on their deposit balances. Cash reserves of $435,000,
$469,000 and $2,496,000 were required as of March 31, 2008, December 31, 2007
and March 31, 2007, respectively. The Company pledged
interest-bearing cash balances at the Federal Home Loan Bank of Atlanta (“FHLB”)
in lieu of investment securities to secure public fund deposits and securities
sold under repurchase agreements. Pledged cash balances were
$500,000, $18,500,000 and $1,500,000 at March 31, 2008, December 31, 2007 and
March 31, 2007, respectively.
Note
4 - Earnings Per Share
Basic
earnings per share represent net income divided by the weighted average
number of common shares outstanding during the period. Diluted
earnings per share reflect additional common shares that would have been
outstanding if dilutive potential common shares had been issued, as well as any
adjustment to income that would result from the assumed
issuance. Potential common shares that may be issued by the Company
relate solely to outstanding stock options, and are determined using the
treasury stock method. Earnings per common share have been computed
based on the following:
|
|
For
the
|
|
|
Three
Months Ended
|
|
|
March
31,
|
(Amounts
in thousands)
|
|
|
2008
|
2007
|
Average
number of common shares outstanding - basic
|
|
|
5,927
|
5,782
|
Effect
of dilutive options
|
|
|
24
|
108
|
Average
number of common shares outstanding - diluted
|
|
|
5,951
|
5,890
|
Note
5 - Fair Value
Effective
January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”).
SFAS 157
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. SFAS 157 also establishes a
fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
The statement describes three levels of inputs that may be used to measure
fair value:
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets
that the entity has the ability to access as of the measurement
date.
Level 2:
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not
active, and other inputs that are observable or can be corroborated by
observable market data.
Level 3:
Significant unobservable inputs that reflect a company’s own assumptions about
the assumptions that market participants would use in pricing an asset or
liability.
The
Company used the following methods and significant assumptions to estimate fair
value.
Investment securities:
The
fair values of securities available for sale are determined by obtaining quoted
prices on nationally recognized securities exchanges or matrix pricing, which is
a mathematical technique used widely in the industry to value debt securities
without relying exclusively on quoted prices for the specific securities but
rather by relying on the securities’ relationship to other benchmark quoted
securities.
Loans held for sale
: The fair
value of loans held for sale is determined, when possible, using quoted
secondary-market prices. If no such quoted price exists, the fair value of
a loan is determined using quoted prices for a similar asset or assets, adjusted
for the specific attributes of that loan.
Impaired loans
:
Impaired loans are evaluated and valued at the time the loan is identified
as impaired, at the lower of cost or market value. Market value is
measured based on the value of the collateral securing these loans and is
classified at a Level 3 in the fair value hierarchy. Collateral may be
real estate and/or business assets, including equipment, inventory and/or
accounts receivable. Its fair value is generally determined based on
real estate appraisals or other independent evaluations by qualified
professionals. Impaired loans are reviewed and evaluated on at least
a quarterly basis for additional impairment and adjusted accordingly, based on
the same factors identified above.
Derivative
instruments
: Our derivative
instruments consist of interest rate floors and caps and/or collars. As
such, significant fair value inputs can generally be verified and do not
typically involve significant judgments by management.
Assets
and liabilities measured at fair value under SFAS 157 on a recurring basis are
summarized below:
|
|
Fair
Value Measurements at March 31, 2008 Using
|
|
|
Quoted
Prices in
|
Significant
Other
|
Significant
|
|
|
Active
Markets for
|
Observable
|
Unobservable
|
|
Carrying
|
Identical
Assets
|
Inputs
|
Inputs
|
($
in thousands)
|
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
Financial
assets:
|
|
|
|
|
Investment
securities
|
$
62,367
|
$ -
|
$
62,367
|
$ -
|
Loans
held for sale
|
793
|
-
|
793
|
-
|
Impaired
loans
|
16,915
|
-
|
-
|
16,915
|
Derivative
asset positions
|
1,615
|
-
|
1,615
|
-
|
Note
6 - Recent Accounting Pronouncements
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities” (“SFAS 159”) which
permits companies to report selected financial assets and liabilities at fair
value. Subsequent unrealized gains and losses on those items will be reported in
earnings. SFAS 159 also requires entities to display the fair value
of those assets and liabilities for which the entity has chosen to use fair
value on the face of the balance sheet. SFAS 159 does not eliminate
disclosure requirements included in other accounting standards. SFAS
159 is effective for fiscal years beginning after November 15,
2007. As the Company did not elect to apply SFAS 159 to any of its
existing eligible items as of January 1, 2008, the adoption of SFAS 159 did
not have an impact on the Company’s financial statements.
Item
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking
Statements
The
Company may, from time to time, make written or oral “forward-looking
statements,” including statements contained in the Company’s filings with the
SEC (including this quarterly report on Form 10-Q) and in its reports to
shareholders and in other communications by the Company, which are made in good
faith by the Company pursuant to the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995.
This
MD&A and other Company communications and statements may contain
"forward-looking statements." These forward-looking statements may include,
among others, statements about our beliefs, plans, objectives, goals,
expectations, estimates and intentions that are subject to significant risks and
uncertainties and which may change based on various factors, many of which are
beyond our control. The words "may," "could," "should," "would,"
“will,” "believe," "anticipate," "estimate," "expect," "intend," “indicate,”
"plan" and similar words are intended to identify expressions of the
future. These forward-looking statements involve risks and
uncertainties, such as statements of the Company’s plans, objectives,
expectations, estimates and intentions that are subject to change based on
various important factors (some of which are beyond the Company’s
control). The following factors, among others, could cause the
Company’s financial performance to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking
statements: the strength of the United States economy in general and the
strength of the local economies in which the Company conducts operations; the
effects of, and changes in, trade, monetary and fiscal policies and laws,
including interest rate policies of the Board of Governors of the Federal
Reserve System; inflation, interest rate, market and monetary fluctuations;
competitors’ products and services; technological changes; acquisitions; changes
in consumer spending and saving habits; and the success of the Company at
managing the risks involved in the foregoing.
The
Company cautions that the foregoing list of important factors is not exhaustive.
The Company does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company.
Overview
For a
comprehensive presentation of the Company’s financial condition at March 31,
2008 and 2007 and results of operations for the three month periods ended March
31, 2008 and 2007, the following analysis should be reviewed with other
information including the Company’s December 31, 2007 Annual Report on Form 10-K
and the Company’s Condensed Consolidated Financial Statements and the Notes
thereto included in this report.
The
Savannah Bancorp, Inc. and Subsidiaries
First
Quarter Financial Highlights
($ in
thousands, except share data)
(Unaudited)
Balance
Sheet Data at March 31
|
2008
|
|
2007
|
|
%
Change
|
Total
assets
|
$
945,637
|
|
$
848,292
|
|
11
|
Interest-earning
assets
|
886,483
|
|
812,702
|
|
9.1
|
Loans
|
834,734
|
|
730,387
|
|
14
|
Allowance
for loan losses
|
12,128
|
|
9,220
|
|
32
|
Nonaccruing
loans
|
16,915
|
|
400
|
|
NM
|
Loans
past due 90 days – accruing
|
596
|
|
990
|
|
(40)
|
Other
real estate owned
|
2,025
|
|
622
|
|
226
|
Net
charge-offs
|
1,806
|
|
234
|
|
NM
|
Deposits
|
771,263
|
|
712,170
|
|
8.3
|
Interest-bearing
liabilities
|
771,824
|
|
674,522
|
|
14
|
Shareholders'
equity
|
78,885
|
|
68,501
|
|
15
|
Allowance
for loan losses to total loans
|
1.45
|
%
|
1.26
|
%
|
15
|
Nonperforming
assets to total loans and OREO
|
2.33
|
%
|
0.28
|
%
|
732
|
Loan
to deposit ratio
|
108.23
|
%
|
102.56
|
%
|
5.5
|
Equity
to assets
|
8.34
|
%
|
8.08
|
%
|
3.2
|
Tier
1 capital to risk-weighted assets
|
10.29
|
%
|
11.24
|
%
|
(8.5)
|
Total
capital to risk-weighted assets
|
11.54
|
%
|
12.49
|
%
|
(7.6)
|
Outstanding
shares
|
5,931
|
|
5,790
|
|
2.4
|
Book
value per share
|
$ 13.30
|
|
$ 11.83
|
|
12
|
Tangible
book value per share
|
$ 12.84
|
|
$ 11.83
|
|
8.5
|
Market
value per share
|
$ 17.50
|
|
$ 27.00
|
|
(35)
|
|
|
|
|
|
|
Performance
Data for the First Quarter
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
$ 1,704
|
|
$ 2,311
|
|
(26)
|
Return
on average assets
|
0.73
|
%
|
1.12
|
%
|
(35)
|
Return
on average equity
|
8.76
|
%
|
13.90
|
%
|
(37)
|
Net
interest margin
|
3.70
|
%
|
4.17
|
%
|
(11)
|
Efficiency
ratio
|
62.54
|
%
|
55.78
|
%
|
12
|
Per
share data:
|
|
|
|
|
|
Net
income – basic
|
$ 0.29
|
|
$ 0.40
|
|
(28)
|
Net
income – diluted
|
$ 0.29
|
|
$ 0.39
|
|
(26)
|
Dividends
|
$ 0.125
|
|
$ 0.120
|
|
4.2
|
Average
shares (000s):
|
|
|
|
|
|
Basic
|
5,928
|
|
5,782
|
|
2.5
|
Diluted
|
5,951
|
|
5,890
|
|
1.0
|
Introduction
Management's
Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) provides supplemental information, which sets forth the major
factors that have affected the Company's financial condition and results of
operations and should be read in conjunction with the Consolidated Financial
Statements and related notes. The MD&A is divided into
subsections entitled:
Introduction
Critical
Accounting Estimate
Results
of Operations
Financial
Condition and Capital Resources
Liquidity
and Interest Rate Sensitivity Management
Off-Balance
Sheet Arrangements
These
discussions should facilitate a better understanding of the major factors and
trends that affect the Company's earnings performance and financial condition
and how the Company's performance during the three month period ended March 31,
2008 compared with the same period in 2007. Throughout this section, The
Savannah Bancorp, Inc., and its subsidiaries, collectively, are referred to as
"SAVB" or the "Company." The Savannah Bank, N.A. is referred to as
"Savannah," Bryan Bank & Trust is referred to as “Bryan” and Harbourside
Community Bank is referred to as “Harbourside”. Minis & Co., Inc.
is referred to as “Minis.” The operations of Minis, a registered
investment advisor and wholly-owned subsidiary are included beginning September
1, 2007. Collectively, Savannah, Bryan and Harbourside are
referred to as the “Subsidiary Banks.”
The
averages used in this report are based on the sum of the daily balances for
each respective period divided by the number of days in the reporting
period.
The
Company is headquartered in Savannah, Georgia and, as of March 31, 2008, had
nine banking offices and ten ATMs in Savannah and surrounding
Chatham County, Richmond Hill, Georgia and Hilton Head Island and
Bluffton, South Carolina. The Company also has mortgage lending
offices in Savannah, Richmond Hill and Hilton Head Island and an investment
management office in Savannah.
Savannah
and Bryan are in the relatively diverse, stable and growing Savannah
Metropolitan Statistical Area. The diversity of major employers
includes manufacturing, port related transportation, construction, military,
healthcare, tourism, education, warehousing and the supporting services and
products for each of these major employers. The real estate market is
experiencing moderate government and commercial growth and slower residential
growth. Coastal Georgia and South Carolina continue to be desired retiree
residential destinations.
Harbourside
specifically targets real estate lending and related full service banking
opportunities in the coastal South Carolina market. During 2006 and
2007, the business strategy changed resulting in a significant reduction in the
sale of loans on a servicing retained basis.
The
primary risks to the Company include those disclosed in Item 1A in the Company’s
Annual Report on Form 10-K for December 31, 2007.
The
primary strategic objectives of the Company are growth in loans, deposits,
product lines and service quality in existing markets, and quality expansion
into new markets, within acceptable risk parameters, which results in enhanced
shareholder value.
Critical
Accounting Estimate – Allowance for Loan Losses
The
Company considers its policies regarding the allowance for loan losses to be its
most critical accounting estimate due to the significant degree of management
judgment involved. The allowance for loan losses is established through
charges in the form of a provision for loan losses based on management's
continuous evaluation of the loan portfolio. Loan losses and
recoveries are charged or credited directly to the allowance. The amount of the
allowance reflects management's opinion of an adequate level to absorb loan
losses inherent in the loan portfolio at March 31, 2008. The amount
charged to the provision and the level of the allowance is based on management's
judgment and is dependent upon growth in the loan portfolio, the total amount of
past due loans and nonperforming loans, known loan deteriorations and
concentrations of credit. Other factors affecting the allowance are market
interest rates, average loan size, portfolio maturity and composition,
collateral values and general economic conditions. Finally, management's
assessment of probable losses, based upon internal credit grading of the loans
and periodic reviews and assessments of credit risk associated with particular
loans, is considered in establishing the allowance amount.
No
assurance can be given that the Company will not sustain loan losses which would
be sizable in relationship to the amount reserved or that subsequent evaluation
of the loan portfolio, in light of conditions and factors then prevailing, will
not require significant changes in the allowance for loan losses by future
charges or credits to earnings. The allowance for loan losses is also
subject to review by various regulatory agencies through their periodic
examinations of the Subsidiary Banks. Such examinations could result in
required changes to the allowance for loan losses.
The
allowance for loan losses totaled $12,128,000, or 1.45 percent of total loans,
at March 31, 2008. This is compared to an allowance of $12,864,000, or
1.59 percent of total loans, at December 31, 2007. For the three
months ended March 31, 2008, the Company reported net charge-offs of $1,806,000
compared to net charge-offs of $234,000 for the same period in
2007. The significantly higher level of charge-offs resulted
primarily from nonperforming residential real estate-related loans in the Hilton
Head Island / Bluffton, South Carolina area identified in the fourth quarter
2007 and quantified in the first quarter of 2008 as to their level of
impairment. Impaired amounts were charged off in the first quarter
2008.
During
the first three months of 2008 and 2007, a provision for loan losses of
$1,070,000 and $500,000, respectively, was added to the allowance for loan
losses. Growth in the loan portfolio, loan losses and a continued
weak residential real estate market, level or declining real estate values and
tighter credit markets provide the primary basis for the higher provision for
loan losses.
If the
allowance for loan losses had changed by five percent, the effect on net income
would have been approximately $370,000. If the allowance had to be
increased by this amount, it would not have changed the holding company or the
Subsidiary Banks’ status as well-capitalized financial
institutions.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
The
following table provides historical information regarding the allowance for loan
losses and nonperforming loans and assets for the most recent five quarters
ended March 31, 2008.
The
Savannah Bancorp, Inc. and Subsidiaries
|
Allowance
for Loan Losses and Nonperforming Loans
|
(Unaudited)
|
|
|
2008
|
2007
|
|
First
|
Fourth
|
Third
|
Second
|
First
|
($
in thousands)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
|
|
|
|
Balance
at beginning of period
|
$
12,864
|
$ 9,842
|
$
9,517
|
$
9,220
|
$
8,954
|
Provision
for loan losses
|
1,070
|
3,145
|
635
|
395
|
500
|
Net
charge-offs
|
(1,806)
|
(123)
|
(310)
|
(98)
|
(234)
|
Balance
at end of period
|
$
12,128
|
$
12,864
|
$
9,842
|
$
9,517
|
$
9,220
|
|
|
|
|
|
|
As
a % of loans
|
1.45%
|
1.59%
|
1.26%
|
1.27%
|
1.26%
|
As
a % of nonperforming loans
|
69.26%
|
73.83%
|
145.68%
|
490.82%
|
663.31%
|
As
a % of nonperforming assets
|
62.08%
|
65.85%
|
124.46%
|
366.74%
|
458.25%
|
|
|
|
|
|
|
Net
charge-offs as a % of average loans (a)
|
0.90%
|
0.07%
|
0.17%
|
0.05%
|
0.13%
|
|
|
|
|
|
|
Risk
element assets
|
|
|
|
|
|
Nonaccruing
loans
|
$
16,915
|
$
14,663
|
$
5,028
|
$
1,895
|
$ 400
|
Loans
past due 90 days – accruing
|
596
|
2,761
|
1,728
|
44
|
990
|
Restructured
loans
|
-
|
-
|
-
|
-
|
-
|
Total
nonperforming loans
|
17,511
|
17,424
|
6,756
|
1,939
|
1,390
|
Other
real estate owned
|
2,025
|
2,112
|
1,152
|
656
|
622
|
Total
nonperforming assets
|
$
19,536
|
$
19,536
|
$
7,908
|
$
2,595
|
$
2,012
|
|
|
|
|
|
|
Nonperforming
loans as a % of loans
|
2.10%
|
2.24%
|
0.87%
|
0.26%
|
0.19%
|
Nonperforming
assets as a % of loans
|
|
|
|
|
|
and
other real estate owned
|
2.33%
|
2.51%
|
1.01%
|
0.34%
|
0.28%
|
Nonperforming
assets as a % of capital (b)
|
21.47%
|
21.92%
|
9.30%
|
3.26%
|
2.59%
|
|
|
|
|
|
|
(a)
Annualized
|
(b)
Capital includes the allowance for loan
losses
|
Impaired
loans under Statement of Financial Accounting Standards No. 114 were all on
nonaccrual status and totaled $16,915,000 and $14,663,000 at March 31, 2008 and
December 31, 2007, respectively.
Results
of Operations
First
Quarter, 2008 Compared to the First Quarter, 2007
Net
income for the first quarter 2008 was $1,704,000, down from $2,311,000 in the
first quarter 2007, a decrease of 26 percent. Net income per diluted share
was 29 cents in the first quarter 2008 compared to 39 cents per share in the
first quarter 2007, a decrease of 26 percent. The decline in first quarter
earnings results primarily from a higher provision for loan losses, lower net
interest income and higher noninterest expense.
First
quarter 2008 earnings include revenues and expenses of the previously announced
acquisition of Minis on August 31, 2007. Minis is a registered
investment advisory firm based in Savannah, Georgia with approximately $500
million in assets under management. Minis provides fee-only
investment services and operates as a separate subsidiary of the
Company.
First
quarter average interest-earning assets increased 9.5 percent to $876
million in 2008 from $800 million in 2007. First quarter net interest
income was $8,071,000 in 2008 compared to $8,176,000 in 2007, a decrease of
$105,000 or 1.3 percent. First quarter average loans were $801
million in 2008, 10 percent higher when compared to $725 million in
2007. First quarter net interest margin decreased to 3.70 percent in
2008 from 4.17 percent in the same period in 2007. The prime rate
decreased from 8.25 percent to 5.25 percent during the seven month period ended
March 31, 2008. As shown in Table 2, the decline in net interest margin
was primarily due to the fact that our earning assets repriced faster than our
deposits and other borrowings over the last 12 months. In addition,
the majority of our deposit growth over the past year was in higher cost
deposits. Competitive funding pressure from large banks and community
banks resulting from the subprime and liquidity challenges in the financial
markets significantly impacted funding costs during the first quarter
2008.
As shown
in Table 1, the Company’s balance sheet is asset-sensitive since the
interest-earning assets reprice faster than interest-bearing
liabilities. Deposit pricing in the Savannah and Bryan markets has
also been impacted by new entrants into the market paying special deposit rates
that are significantly higher than market deposit
rates. Additionally, as a new entrant in its market Harbourside has
incurred higher than market deposit rates.
First
quarter provision for loan losses was $1,070,000 for 2008, compared to $500,000
for the comparable period in 2007. First quarter net charge-offs were
$1,806,000 for 2008 compared to $234,000 in the first quarter 2007. First
quarter loan growth was $26.1 million in 2008, primarily in real
estate-secured loans, compared to $9.0 million in loan growth in the first
quarter 2007. The significantly higher level of charge-offs resulted
primarily from nonperforming residential real estate-related loans in the Hilton
Head Island / Bluffton, South Carolina market which were identified in the
fourth quarter 2007 and quantified in the first quarter of 2008 as to the level
of their impairment. Impaired amounts were charged off in the first
quarter 2008.
Noninterest
income increased $711,000, or 68 percent in the first quarter of 2008 versus the
same period in 2007 due to higher trust and asset management fees of $548,000,
all of which was from Minis, and a non-operating hedging related gain of
$284,000 partially offset by $147,000 in lower mortgage related
income. The non-operating hedging gain resulted from hedging
ineffectiveness related to a $25 million interest rate swap which was terminated
during the first quarter.
Noninterest
expense increased to $6,150,000, up $1,003,000 or 19 percent in the first
quarter 2008 compared to the first quarter 2007. First quarter 2008
noninterest expense included $344,000 of expenses related to
Minis. Noninterest expense also included $140,000 of higher FDIC
insurance premiums and approximately $180,000 of costs related to other real
estate and loan costs. A new banking office in Bluffton, South
Carolina which opened in December 2007 also comprised approximately $140,000 of
the first quarter increase in costs. The remainder of the increase
was due to higher personnel, occupancy and equipment and other expense in
existing offices and departments.
The first
quarter income tax expense was $910,000 in 2008 and and $1,270,000 in
2007. The combined effective federal and state tax rates were 34.8
percent and 35.5 percent in the first quarter of 2008 and 2007,
respectively. Lower taxable income at the higher 35 percent rate and
higher low income housing tax credits are the primary contributors to the lower
first quarter effective tax rate The Company has never recorded a
valuation allowance against deferred tax assets. All significant
deferred tax assets are considered to be realizable due to expected future
taxable income.
Financial
Condition and Capital Resources
Balance
Sheet Activity
The
changes in the Company’s assets and liabilities for the current and prior period
are shown in the consolidated statements of cash flows. The $26
million increase in loans in the first three months of 2008 was
funded by approximately $7 million in net deposit growth, a $15 million
reduction in the higher than normal cash equivalents at December 31, 2007 and
the remainder from other borrowings.
Average
total assets increased 12 percent to $935 million in the first three
months of 2008 from $834 million in the same period in
2007. Total assets were $946 million and $848 million at March 31,
2008 and 2007, respectively, an increase of 11 percent.
The
Company has classified all investment securities as available for
sale. The unrealized gain/loss on investment securities and the net
change in the fair value of derivative instruments are included in shareholders’
equity at March 31, 2008 and 2007 as accumulated other comprehensive income
(loss), net of tax.
Brokered
time deposits and institutional money market accounts totaled $131 million at
March 31, 2008 compared to $127 million at December 31, 2007.
Loans
The
following table shows the composition of the loan portfolio as of March 31, 2008
and December 31, 2007, including a more detailed breakdown of real
estate-secured loans by collateral type and purpose.
($
in thousands)
|
3/31/08
|
%
of Total
|
12/31/07
|
%
of Total
|
%
Dollar Change
|
Non-residential
real estate
|
|
|
|
|
|
Owner-occupied
|
$
132,397
|
16
|
$
118,714
|
15
|
12
|
Non
owner-occupied
|
131,164
|
16
|
118,904
|
15
|
10
|
Construction
|
28,087
|
3
|
33,923
|
4
|
(17)
|
Commercial
land and lot development
|
41,767
|
5
|
38,127
|
5
|
9.5
|
Total
non-residential real estate
|
333,415
|
40
|
309,668
|
39
|
7.7
|
Residential
real estate
|
|
|
|
|
|
Owner-occupied
– 1-4 family
|
81,878
|
10
|
83,828
|
10
|
(2.3)
|
Non
owner-occupied – 1-4 family
|
116,979
|
14
|
114,992
|
14
|
1.7
|
Construction
|
59,517
|
7
|
57,541
|
7
|
3.4
|
Residential
land and lot development
|
108,163
|
13
|
109,718
|
14
|
(1.4)
|
Home
equity lines
|
43,620
|
5
|
43,322
|
5
|
0.7
|
Total
residential real estate
|
410,157
|
49
|
409,401
|
50
|
0.2
|
Total
real estate loans
|
743,572
|
89
|
719,069
|
89
|
3.4
|
Commercial
|
73,487
|
9
|
71,370
|
9
|
3.0
|
Consumer
|
17,982
|
2
|
18,692
|
2
|
(3.8)
|
Unearned
fees, net
|
(307)
|
-
|
(480)
|
-
|
(36)
|
Total
loans, net of unearned fees
|
$
834,734
|
100
|
$
808,651
|
100
|
3.2
|
Capital
Resources
The
banking regulatory agencies have adopted capital requirements that specify the
minimum level for which no prompt corrective action is required. In
addition, the FDIC assesses FDIC insurance premiums based on certain
“well-capitalized” risk-based and equity capital ratios. As of March
31, 2008, the Company and the Subsidiary Banks exceeded the minimum requirements
necessary to be classified as “well-capitalized.”
Total
tangible equity capital for the Company was $76.1 million, or 8.05 percent of
total assets at March 31, 2008. The table below includes the
regulatory capital ratios for the Company and each Subsidiary Bank along with
the minimum capital ratio and the ratio required to maintain a well-capitalized
regulatory status.
|
|
|
|
|
|
Well-
|
($
in thousands)
|
Company
|
Savannah
|
Bryan
|
Harbourside
|
Minimum
|
Capitalized
|
|
|
|
|
|
|
|
Qualifying
Capital
|
|
|
|
|
|
|
Tier
1 capital
|
$
82,978
|
$
51,499
|
$
18,811
|
$
8,123
|
-
|
-
|
Total
capital
|
92,988
|
58,096
|
21,176
|
9,104
|
-
|
-
|
|
|
|
|
|
|
|
Leverage
Ratios
|
|
|
|
|
|
|
Tier
1 capital to
average
assets
|
8.88%
|
8.29%
|
8.83%
|
8.77%
|
4.00%
|
5.00%
|
|
|
|
|
|
|
|
Risk-based
Ratios
|
|
|
|
|
|
|
Tier
1 capital to risk-
weighted
assets
|
10.39%
|
9.78%
|
9.95%
|
10.45%
|
4.00%
|
6.00%
|
Total
capital to risk-
weighted
assets
|
11.64%
|
11.04%
|
11.20%
|
11.71%
|
8.00%
|
10.00%
|
Tier 1
and total capital at the Company level includes $10 million of subordinated debt
issued to the Company’s nonconsolidated subsidiaries. Total capital
also includes the allowance for loan losses up to 1.25 percent of risk-weighted
assets.
The
capital ratios are above the well-capitalized threshold. The Company
currently has the regulatory capacity to add approximately $13 million of trust
preferred borrowings and has access to the capital markets, if needed, to
maintain the well-capitalized status of the Subsidiary
Banks. However, due to the recent events in the capital markets, the
cost of trust preferred borrowings has increased from three-month LIBOR plus 150
basis points to the same index plus 300 to 350 basis points and the availability
is currently less certain than in the past.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
Liquidity
and Interest Rate Sensitivity Management
The
objectives of balance sheet management include maintaining adequate liquidity
and preserving reasonable balance between the repricing of interest sensitive
assets and liabilities at favorable interest rate spreads. The
objective of liquidity management is to ensure the availability of adequate
funds to meet the loan demands and the deposit withdrawal needs of
customers. This is achieved through maintaining a combination of
sufficient liquid assets, core deposit growth and unused capacity to purchase
and borrow funds in the money markets.
During
the first three months of 2008, portfolio loans increased $26 million to $835
million and deposits increased $7 million to $771 million. The loan
to deposit ratio was 108 percent at March 31, 2008. In addition to
local deposit growth, primary funding and liquidity sources include borrowing
capacity with the FHLB, temporary federal funds purchased lines with
correspondent banks and non-local institutional and brokered
deposits. Contingency funding and liquidity sources include the
ability to sell loans, or participations in certain loans, to investors and
borrowings from the Federal Reserve Bank (“FRB”) discount window.
The
Subsidiary Banks have Blanket Floating Lien Agreements with the
FHLB. Under these agreements, the Subsidiary Banks have credit lines
up to 80 percent (75 percent effective May 1, 2008) of the FHLB qualifying
collateral value of their 1-4 family first mortgage loans and up to 50 percent
of the FHLB qualifying collateral value of their home equity lines of credit and
second mortgage residential loans. The Subsidiary Banks’ individual
borrowing limits range from 10 to 25 percent of assets. In
aggregate, the Subsidiary Banks had secured borrowing capacity of approximately
$122 million of which $54 million was advanced at March 31,
2008. These credit arrangements serve as a core funding source as
well as liquidity backup for the Subsidiary Banks. The Subsidiary
Banks also have conditional federal funds borrowing lines available from
correspondent banks that management believes can provide up to $20 million of
funding needs for 30-60 days. Savannah and Bryan have been approved
to access the FRB discount window to borrow on a secured basis at 25 basis
points over the Federal Funds Target Rate. The amount of credit
available is subject to the amounts and types of collateral available when
borrowings are requested.
A
continuing objective of interest rate sensitivity management is to maintain
appropriate levels of variable rate assets, including variable rate loans and
shorter maturity investments, relative to interest rate sensitive liabilities,
in order to control potential negative impacts upon earnings due to changes in
interest rates. Interest rate sensitivity management requires
analyses and actions that take into consideration volumes of assets and
liabilities repricing and the timing and magnitude of their price changes to
determine the effect upon net interest income. The Company utilizes
hedging strategies to reduce interest rate risk as noted below.
The
Company’s cash flow, maturity and repricing gap at March 31, 2008 was $76
million at one year, or 8.6 percent of total interest-earning
assets. At December 31, 2007 the gap at one year was $61 million, or
6.9 percent of total interest-earning assets. Interest-earning assets
with maturities over five years totaled approximately $38.0 million, or 4.3
percent of total interest-earning assets. See Table 1 for cash flow,
maturity and repricing gap. The gap position between one and five
years is of less concern because management has time to respond to changing
financial conditions and interest rates with actions that reduce the impact of
the longer-term gap positions on net interest income. However,
interest-earning assets with maturities and/or repricing dates over five years
may include significant rate risk and market value of equity concerns in the
event of significant interest rate increases.
The
Company is asset-sensitive within one year. The decreases in the
prime rate from 8.25 percent to 5.25 percent over the past year through March
31, 2008 and the level of nonaccruing loans have negatively impacted net
interest income and net interest margin. Earning assets repriced
faster than our interest-bearing liabilities over the past year resulting in net
interest margin compression in the first three months of 2008 as compared
to the first three months of 2007.
Since
June 2005, the Company has implemented various strategies to reduce the
Company’s asset-sensitive position, primarily through the increased use of fixed
rate loans, short maturity funding sources and hedging strategies such as
interest rate floors, collars and swaps. In the first quarter 2008, the
Company terminated $50 million of their interest rate swap positions for a gain
of $2,369,000. $284,000 of this gain was immediately recognized as
income due to hedge ineffectiveness and the remainder will be amortized into
interest income on a straight-line basis over the remaining lives of the
swaps. The Company still has in place $75 million of prime rate-based
floors and collars with a floor strike rate of 6 percent. These
actions have reduced the Company’s exposure to falling interest
rates.
Management
monitors interest rate risk quarterly using rate-sensitivity forecasting models
and other balance sheet analytical reports. If and when projected
interest rate risk exposures are outside of policy tolerances or desired
positions, specific strategies to return interest rate risk exposures to desired
levels are developed by management, approved by the Asset-Liability Committee
and reported to the Board of Directors.
Table
1 – Cash Flow/Maturity Gap and Repricing Data
The
following is the cash flow/maturity and repricing data for the Company as of
March 31, 2008:
|
|
0-3
|
3-12
|
1-3
|
3-5
|
Over
5
|
|
($
in thousands)
|
Immediate
|
months
|
months
|
years
|
years
|
years
|
Total
|
Interest-earning
assets
|
|
|
|
|
|
|
|
Investment
securities
|
$ -
|
$ 8,749
|
$ 8,237
|
$ 21,338
|
$ 9,804
|
$ 12,401
|
$
60,529
|
Interest-bearing
deposits
|
1,166
|
558
|
205
|
415
|
-
|
-
|
2,344
|
Federal
funds sold
|
4,998
|
-
|
-
|
-
|
-
|
-
|
4,998
|
Loans
held for sale
|
-
|
793
|
-
|
-
|
-
|
-
|
793
|
Loans
- fixed rates
|
-
|
64,709
|
126,129
|
146,036
|
35,544
|
23,732
|
396,150
|
Loans
- variable rates
|
-
|
394,309
|
11,837
|
4,326
|
9,346
|
1,851
|
421,669
|
Total
interest-earnings assets
|
6,164
|
469,118
|
146,408
|
172,115
|
54,694
|
37,984
|
886,483
|
Interest-bearing
liabilities
|
|
|
|
|
|
|
|
NOW
and savings
|
-
|
6,696
|
13,391
|
33,479
|
40,174
|
40,174
|
133,914
|
Money
market accounts
|
-
|
89,247
|
49,117
|
28,067
|
42,100
|
-
|
208,531
|
Time
deposits
|
-
|
136,499
|
175,068
|
23,590
|
7,072
|
260
|
342,489
|
Short-term
borrowings
|
54,685
|
10,000
|
-
|
-
|
-
|
-
|
64,685
|
FHLB
advances - long-term
|
-
|
69
|
659
|
1,011
|
11
|
10,145
|
11,895
|
Subordinated
debt
|
-
|
10,310
|
-
|
-
|
-
|
-
|
10,310
|
Total
interest-bearing liabilities
|
54,685
|
252,821
|
238,235
|
86,147
|
89,357
|
50,579
|
771,824
|
Gap-Excess
assets (liabilities)
|
(48,521)
|
216,297
|
(91,827)
|
85,968
|
(34,663)
|
(12,595)
|
114,659
|
Gap-Cumulative
|
$(48,521)
|
$
167,776
|
$
75,949
|
$
161,917
|
$
127,254
|
$
114,659
|
$
114,659
|
Cumulative
sensitivity ratio *
|
.11
|
1.55
|
1.14
|
1.26
|
1.18
|
1.15
|
1.15
|
* Cumulative
interest-earning assets / cumulative interest-bearing
liabilities
Table
2 – Average Balance Sheet and Rate/Volume Analysis – First Quarter, 2008 and
2007
The
following table presents average balances of the Company and the Subsidiary
Banks on a consolidated basis, the taxable-equivalent interest earned and the
interest paid during the first quarter of 2008 and 2007.
|
|
|
|
|
|
Taxable-Equivalent
|
|
(a)
Variance
|
Average
Balance
|
Average
Rate
|
|
|
Interest
(b)
|
|
Attributable
to
|
QTD
|
QTD
|
QTD
|
QTD
|
|
|
QTD
|
QTD
|
Vari-
|
|
|
3/31/08
|
3/31/07
|
3/31/08
|
3/31/07
|
|
|
3/31/08
|
3/31/07
|
ance
|
Rate
|
Volume
|
($
in thousands)
|
(%)
|
|
|
($
in thousands)
|
|
($
in thousands)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
$ 6,910
|
$ 6,195
|
3.89
|
5.43
|
|
Interest-bearing
deposits
|
$ 67
|
$ 83
|
$ (16)
|
$ (24)
|
$ 8
|
58,423
|
51,186
|
5.23
|
4.79
|
|
Investments
- taxable
|
762
|
605
|
157
|
56
|
101
|
1,916
|
1,940
|
5.44
|
7.94
|
|
Investments
- non-taxable
|
26
|
38
|
(12)
|
(12)
|
-
|
6,598
|
13,230
|
3.22
|
5.27
|
|
Federal
funds sold
|
53
|
172
|
(119)
|
(68)
|
(51)
|
734
|
1,652
|
6.56
|
8.35
|
|
Loans
held for sale
|
12
|
34
|
(22)
|
(7)
|
(15)
|
801,441
|
725,475
|
7.11
|
8.03
|
|
Loans
(c)
|
14,213
|
14,367
|
(154)
|
(1,664)
|
1,510
|
876,022
|
799,678
|
6.93
|
7.76
|
|
Total
interest-earning assets
|
15,133
|
15,299
|
(166)
|
(1,655)
|
1,489
|
58,734
|
34,355
|
|
|
|
Noninterest-earning
assets
|
|
|
|
|
|
$934,756
|
$834,033
|
|
|
|
Total
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
$115,485
|
$109,131
|
1.56
|
2.01
|
|
NOW
accounts
|
449
|
542
|
(93)
|
(122)
|
29
|
15,990
|
18,391
|
0.88
|
0.99
|
|
Savings
accounts
|
35
|
45
|
(10)
|
(5)
|
(5)
|
135,539
|
132,016
|
2.75
|
4.09
|
|
Money
market accounts
|
930
|
1,331
|
(401)
|
(441)
|
40
|
51,667
|
17,882
|
3.89
|
5.56
|
|
MMA
- institutional
|
501
|
245
|
256
|
(74)
|
330
|
146,914
|
117,174
|
5.10
|
5.29
|
|
CDs,
$100M or more
|
1,867
|
1,527
|
340
|
(56)
|
396
|
69,871
|
80,100
|
4.41
|
4.76
|
|
CDs,
broker
|
769
|
940
|
(171)
|
(70)
|
(101)
|
129,993
|
119,332
|
4.85
|
4.97
|
|
Other
time deposits
|
1,573
|
1,462
|
111
|
(36)
|
147
|
665,459
|
594,026
|
3.69
|
4.16
|
|
Total
interest-bearing deposits
|
6,124
|
6,092
|
32
|
(696)
|
728
|
5,733
|
13,272
|
3.43
|
5.01
|
|
FHLB
advances - long-term
|
49
|
164
|
(115)
|
(52)
|
(63)
|
83,349
|
49,352
|
3.33
|
5.14
|
|
Short-term
borrowings
|
691
|
625
|
66
|
(223)
|
289
|
10,310
|
10,310
|
7.39
|
7.99
|
|
Subordinated
debt
|
190
|
203
|
(13)
|
(15)
|
2
|
|
|
|
|
|
Total
interest-bearing
|
|
|
|
|
|
764,851
|
666,960
|
3.70
|
4.31
|
|
liabilities
|
7,054
|
7,084
|
(30)
|
(1,014)
|
984
|
83,522
|
93,132
|
|
|
|
Noninterest-bearing
deposits
|
|
|
|
|
|
8,173
|
6,507
|
|
|
|
Other
liabilities
|
|
|
|
|
|
78,210
|
67,434
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
$934,756
|
$834,033
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
3.23
|
3.45
|
|
Interest
rate spread
|
|
|
|
|
|
|
|
3.70
|
4.17
|
|
Net
interest margin
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
$
8,079
|
$
8,215
|
$(136)
|
$
(641)
|
$
505
|
$111,171
|
$132,718
|
|
|
|
Net
earning assets
|
|
|
|
|
|
$748,981
|
$687,158
|
|
|
|
Average
deposits
|
|
|
|
|
|
|
|
3.28
|
3.60
|
|
Average
cost of deposits
|
|
|
|
|
|
107%
|
106%
|
|
|
|
Average
loan to deposit ratio
|
|
|
|
|
|
|
(a)
This table shows the changes in interest income and interest expense
for the comparative periods based on either changes in average volume or
changes in average rates for interest-earning assets and interest-bearing
liabilities. Changes which are not solely due to rate changes
or solely due to volume changes are attributed to
volume.
|
|
(b)
The taxable equivalent adjustment results from tax exempt income
less non-deductible TEFRA interest expense and was $8 and $39 in the first
quarter 2008 and 2007.
|
|
(c)
Average nonaccruing loans have been excluded from total average loans
and included in noninterest-earning
assets.
|
Table
3 - Off-Balance Sheet Arrangements
In order
to meet the financing needs of its customers, the Company is a party to
financial instruments with off-balance sheet risks in the normal course of
business. At March 31, 2008, the Company had unfunded commitments to
extend credit of $144.0 million and outstanding stand-by letters of credit of
$8.4 million. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company uses the same credit
policies in establishing commitments and issuing letters of credit as it does
for on-balance sheet instruments. Management does not anticipate that
funding obligations arising from these financial instruments will adversely
impact its ability to fund future loan growth or deposit
withdrawals.
On
February 24, 2006, Harbourside entered into a 20-year noncancellable operating
lease for the main office building. In March 2007, Harbourside
entered into a ten-year lease agreement for a branch office location in
Bluffton, South Carolina. Also in March 2007, the Company entered
into a five-year data processing agreement with its current
processor. Each of these obligations is included in the table
below.
The
following table includes a breakdown of short-term and long-term payment
obligations due under long-term contracts:
|
Payments
due by period
|
|
|
Less
than
|
1-3
|
3-5
|
More
than
|
Contractual
obligations
|
Total
|
1
year
|
years
|
years
|
5
years
|
FHLB
advances – long-term
|
$ 11,895
|
$ 723
|
$
1,000
|
$ -
|
$
10,172
|
Subordinated
debt
|
10,310
|
-
|
-
|
-
|
10,310
|
Operating
leases – buildings
|
11,814
|
1,031
|
1,526
|
3,181
|
6,076
|
Information
technology contracts
|
4,748
|
1,161
|
2,427
|
1,160
|
-
|
Total
|
$
38,767
|
$
2,915
|
$
4,953
|
$
4,341
|
$
26,558
|
Item
4. Controls and Procedures
Evaluation of Disclosure Controls
and Procedures
-
We have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
Quarterly Report on Form 10-Q as required by Rule 13a-15 of the Securities
Exchange Act of 1934, as amended. This evaluation was carried out
under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer. Based on
this evaluation, the chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be
included in our periodic SEC filings.
Changes in Internal Control over
Financial Reporting
- No change in our internal control over financial
reporting occurred during the first fiscal quarter covered by this Quarterly
Report on Form 10-Q that materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
Part
II – Other Information
Item
1. Legal Proceedings.
Management
is not aware of any significant pending legal proceedings.
Item
1A. Risk Factors.
In
addition to the other information set forth in this Quarterly Report on Form
10-Q, you should carefully consider the risk factors discussed in “Item 1A.
Risk Factors” of Part I of the 2007 Form 10-K, which could materially
affect our business, financial condition and/or operating results. There
have been no material changes from those risk factors previously disclosed in
“Item 1A. Risk Factors” of Part I of the 2007 Form 10-K.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds. None
Item
3. Defaults Upon Senior Securities. None
Item
4. Submission of Matters to a Vote of Security
Holders. None
Item
5. Other Information. None
Item
6. Exhibits.
Exhibit
11 Computation of Earnings Per Share
Ø
|
Data
required by Statement of Financial Accounting Standards No. 128, “Earnings
per Share,” is provided in Note 4 to the condensed consolidated financial
statements in this report.
|
Exhibit
31.1 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit
31.2 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit
32 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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.
|
The Savannah Bancorp,
Inc.
(Registrant)
|
|
|
Date:
5/9/08
|
/
s/ John
C. Helmken II
John
C. Helmken II
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
Date:
5/9/08
|
/
s/
Robert
B. Briscoe
Robert
B. Briscoe
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
- 23 -
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