UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 June 30, 2009
or
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 0-18560
The
Savannah Bancorp, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Georgia
|
58-1861820
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
25
Bull Street, Savannah, Georgia 31401
|
(Address
of principal executive offices) (Zip
Code)
|
(912)
629-6486
|
(Registrant's
telephone number, including area
code)
|
[Not
Applicable]
|
(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [X
]
No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [X]
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting
company)
|
Smaller
reporting company [ ]
|
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
practicable date: 5,932,346 common shares, $1.00 par value, at July 31,
2009.
The
Savannah Bancorp, Inc. and Subsidiaries
Form
10-Q Index
June
30, 2009
|
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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|
|
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Item
1. Financial Statements
|
|
|
|
Consolidated
Balance Sheets
|
|
June
30, 2009 and 2008 and December 31, 2008
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3
|
|
|
Consolidated
Statements of Operations
|
|
for
the Three Months and Six Months Ended June 30, 2009 and
2008
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4
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|
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Consolidated
Statements of Changes in Shareholders’ Equity
|
|
for the Six
Months Ended June 30, 2009 and 2008
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5
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Consolidated
Statements of Cash Flows
|
|
for
the Six Months Ended June 30, 2009 and 2008
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6
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Condensed
Notes to Consolidated Financial Statements
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7-10
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|
|
Item
2. Management’s Discussion and Analysis of Financial
Condition
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and Results of
Operations
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11-19
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Item
3. Quantitative and Qualitative Disclosures about Market
Risk
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20-24
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Item
4. Controls and Procedures
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24
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Part
II – Other Information
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|
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Item
1. Legal Proceedings
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25
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Item
1A. Risk Factors
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25
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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25
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Item
3. Defaults Upon Senior Securities
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25
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|
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Item
4. Submission of Matters to a Vote of Security
Holders
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25
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Item
5. Other Information
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25
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Item
6. Exhibits
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25
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Signatures
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26
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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)
|
June
30,
|
December
31,
|
June
30,
|
|
2009
|
2008
|
2008
|
Assets
|
(Unaudited)
|
|
(Unaudited)
|
Cash
and due from banks
|
$
22,650
|
$ 15,088
|
$ 18,237
|
Federal
funds sold
|
11,550
|
9,701
|
12,707
|
Interest-bearing
deposits in banks
|
6,209
|
3,312
|
9,763
|
Cash
and cash equivalents
|
40,409
|
28,101
|
40,707
|
Securities
available for sale, at fair value (amortized
|
|
|
|
cost
of $81,863, $79,447 and $56,475)
|
83,825
|
81,619
|
56,678
|
Loans
held for sale
|
58
|
291
|
1,263
|
Loans,
net of allowance for loan losses of $15,597,
|
|
|
|
$13,300
and $12,445
|
846,645
|
851,674
|
825,981
|
Premises
and equipment, net
|
16,408
|
11,107
|
9,519
|
Other
real estate owned
|
6,377
|
8,100
|
2,346
|
Bank-owned
life insurance
|
6,326
|
6,216
|
6,100
|
Goodwill
and other intangible assets, net
|
2,570
|
2,642
|
2,714
|
Other
assets
|
16,939
|
17,534
|
18,292
|
Total
assets
|
$
1,019,557
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$
1,007,284
|
$
963,600
|
|
|
|
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Liabilities
|
|
|
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Deposits:
|
|
|
|
Noninterest-bearing
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$ 78,961
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$ 82,723
|
$ 83,736
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Interest-bearing
demand
|
121,919
|
128,965
|
127,699
|
Savings
|
16,421
|
14,370
|
16,005
|
Money
market
|
219,990
|
199,194
|
221,958
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Time deposits
|
409,746
|
406,763
|
358,750
|
Total
deposits
|
847,037
|
832,015
|
808,148
|
Short-term
borrowings
|
61,989
|
67,787
|
46,961
|
Federal
Home Loan Bank advances – long-term
|
15,666
|
10,169
|
11,826
|
Subordinated
debt to nonconsolidated subsidiaries
|
10,310
|
10,310
|
10,310
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Other
liabilities
|
5,575
|
6,071
|
7,892
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Total
liabilities
|
940,577
|
926,352
|
885,137
|
|
|
|
|
Shareholders'
equity
|
|
|
|
Preferred
stock, par value $1 per share:
|
|
|
|
authorized
10,000,000 shares, none issued
|
-
|
-
|
-
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Common
stock, par value $1 per share: authorized
|
|
|
|
20,000,000
shares; issued 5,933,789,
|
|
|
|
5,933,789
and 5,931,008 shares
|
5,934
|
5,934
|
5,931
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Additional
paid-in capital
|
38,567
|
38,516
|
38,419
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Retained
earnings
|
32,512
|
33,552
|
32,618
|
Treasury
stock, at cost, 1,443, 318 and 318 shares
|
(4)
|
(4)
|
(4)
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Accumulated
other comprehensive income, net
|
1,971
|
2,934
|
1,499
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Total
shareholders' equity
|
78,980
|
80,932
|
78,463
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Total
liabilities and shareholders' equity
|
$
1,019,557
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$
1,007,284
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$
963,600
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Operations
($ in
thousands, except per share data)
(Unaudited)
|
For
the
Three
Months Ended
June
30,
|
For
the
Six
Months Ended
June
30,
|
|
2009
|
2008
|
2009
|
2008
|
Interest
and dividend income
|
|
|
|
|
Loans,
including fees
|
$ 11,852
|
$
13,447
|
$
23,495
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$
27,658
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Loans
held for sale
|
4
|
20
|
7
|
32
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Investment
securities:
|
|
|
|
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Taxable
|
862
|
673
|
1,743
|
1,350
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Tax-exempt
|
24
|
22
|
41
|
44
|
Dividends
|
8
|
65
|
15
|
148
|
Deposits
with banks
|
12
|
34
|
25
|
101
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Federal
funds sold
|
2
|
33
|
4
|
86
|
Total
interest and dividend income
|
12,764
|
14,294
|
25,330
|
29,419
|
Interest
expense
|
|
|
|
|
Deposits
|
4,264
|
5,358
|
8,745
|
11,482
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Short-term
borrowings
|
242
|
329
|
497
|
1,020
|
Federal
Home Loan Bank advances
|
78
|
83
|
133
|
132
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Subordinated
debt
|
96
|
138
|
205
|
328
|
Total
interest expense
|
4,680
|
5,908
|
9,580
|
12,962
|
Net
interest income
|
8,084
|
8,386
|
15,750
|
16,457
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Provision
for loan losses
|
3,225
|
1,155
|
6,945
|
2,225
|
Net
interest income after
|
|
|
|
|
provision
for loan losses
|
4,859
|
7,231
|
8,805
|
14,232
|
Noninterest
income
|
|
|
|
|
Trust
and asset management fees
|
571
|
720
|
1,158
|
1,444
|
Service
charges on deposit accounts
|
432
|
534
|
899
|
921
|
Mortgage
related income, net
|
159
|
86
|
251
|
149
|
Other
operating income
|
309
|
300
|
592
|
606
|
Gain
on hedges
|
245
|
-
|
641
|
284
|
Gain
on sale of securities
|
190
|
134
|
374
|
134
|
Total
noninterest income
|
1,906
|
1,774
|
3,915
|
3,538
|
Noninterest
expense
|
|
|
|
|
Salaries
and employee benefits
|
2,998
|
3,489
|
6,349
|
6,962
|
FDIC
deposit insurance
|
816
|
165
|
1,114
|
325
|
Occupancy
and equipment
|
452
|
910
|
1,460
|
1,799
|
Information
technology
|
451
|
395
|
889
|
788
|
Loss
(gain) on sale of foreclosed assets
|
885
|
(17)
|
1,049
|
(16)
|
Other
operating expense
|
1,137
|
1,192
|
2,353
|
2,427
|
Total
noninterest expense
|
6,739
|
6,134
|
13,214
|
12,285
|
Income
(loss) before income taxes
|
26
|
2,871
|
(494)
|
5,485
|
Income
tax (benefit) expense
|
(80)
|
985
|
(315)
|
1,895
|
Net
income (loss)
|
$
106
|
$ 1,886
|
$ (179)
|
$ 3,590
|
Net
income (loss) per share:
|
|
|
|
|
Basic
|
$ 0.02
|
$
0.32
|
$ (0.03)
|
$
0.61
|
Diluted
|
$ 0.02
|
$
0.32
|
$ (0.03)
|
$
0.60
|
Dividends
per share
|
$ 0.020
|
$ 0.125
|
$
0.145
|
$
0.250
|
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
Six Months Ended
June 30,
|
|
2009
|
2008
|
Common
shares issued
|
|
|
Shares,
beginning of period
|
5,933,789
|
5,923,797
|
Common
stock issued
|
-
|
7,211
|
Exercise
of options
|
-
|
-
|
Shares,
end of period
|
5,933,789
|
5,931,008
|
Treasury
shares owned
|
|
|
Shares,
beginning of period
|
318
|
318
|
Unvested
restricted stock
|
1,125
|
-
|
Shares,
end of period
|
1,443
|
318
|
Common
stock
|
|
|
Balance,
beginning of period
|
$ 5,934
|
$ 5,924
|
Common
stock issued
|
-
|
7
|
Balance,
end of period
|
5,934
|
5,931
|
Additional
paid-in capital
|
|
|
Balance,
beginning of period
|
38,516
|
38,279
|
Common
stock issued, net of issuance costs
|
-
|
68
|
Stock-based
compensation, net
|
51
|
76
|
Exercise
of options
|
-
|
(4)
|
Balance,
end of period
|
38,567
|
38,419
|
Retained
earnings
|
|
|
Balance,
beginning of period
|
33,552
|
30,512
|
Net
(loss) income
|
(179)
|
3,590
|
Dividends
|
(861)
|
(1,484)
|
Balance,
end of period
|
32,512
|
32,618
|
Treasury
stock
|
|
|
Balance,
beginning and end of period
|
(4)
|
(4)
|
Accumulated
other comprehensive income, net
|
|
|
Balance,
beginning of period
|
2,934
|
1,561
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of tax
|
(85)
|
(384)
|
Change
in fair value and gains on termination of derivative
|
|
|
instruments,
net of tax
|
(878)
|
322
|
Balance,
end of period
|
1,971
|
1,499
|
Total
shareholders' equity
|
$
78,980
|
$
78,463
|
Other
comprehensive (loss) income, net
|
|
|
Net
(loss) income
|
$ (179)
|
$ 3,590
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of tax
|
(85)
|
(384)
|
Change
in fair value and gains on termination of derivative
|
|
|
instruments,
net of tax
|
(878)
|
322
|
Other
comprehensive (loss) income, net
|
$
(1,142)
|
$ 3,528
|
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
Six Months Ended
June 30,
|
|
2009
|
2008
|
Operating
activities
|
|
|
Net
(loss) income
|
$ (179)
|
$ 3,590
|
Adjustments
to reconcile net (loss) income to cash
|
|
|
provided
by operating activities:
|
|
|
Provision
for loan losses
|
6,945
|
2,225
|
Loans
originated for sale
|
-
|
(8,812)
|
Proceeds
from sale of loans originated for sale
|
233
|
7,765
|
Net
amortization (accretion) of securities
|
41
|
(77)
|
Depreciation
and amortization
|
733
|
525
|
Accretion
of gain on termination of derivatives
|
(1,290)
|
(594)
|
Proceeds
from termination of derivatives
|
1,299
|
2,369
|
Non
cash stock-based compensation expense
|
81
|
76
|
Increase
in deferred income taxes, net
|
(925)
|
(1,091)
|
Gain
on sale of loans and securities, net
|
(374)
|
(170)
|
Loss
(gain) on sale of foreclosed assets
|
1,049
|
(16)
|
Write-down
of other real estate owned
|
-
|
86
|
Equity
in net income of nonconsolidated subsidiary
|
(43)
|
(47)
|
Increase
in CSV of bank-owned life insurance policies
|
(110)
|
(115)
|
Change
in other assets and other liabilities, net
|
277
|
2,789
|
Net
cash provided by operating activities
|
7,737
|
8,503
|
Investing
activities
|
|
|
Activity
in available for sale securities
|
|
|
Purchases
|
(25,137)
|
(11,214)
|
Sales
|
8,175
|
4,168
|
Maturities
and calls
|
14,879
|
11,023
|
Loan
originations and principal collections, net
|
(3,893)
|
(33,594)
|
Proceeds
from sale of foreclosed assets
|
2,649
|
871
|
Additions
to premises and equipment
|
(5,962)
|
(3,142)
|
Net
cash used in investing activities
|
(9,289)
|
(31,888)
|
Financing
activities
|
|
|
Net
decrease in noninterest-bearing deposits
|
(3,762)
|
(4,767)
|
Net
increase in interest-bearing deposits
|
18,784
|
48,697
|
Net
decrease in short-term borrowings
|
(5,798)
|
(23,638)
|
Net
increase in FHLB advances – long-term
|
5,497
|
8,853
|
Payment
on note payable
|
-
|
(944)
|
Dividends
paid
|
(861)
|
(1,484)
|
Issuance
of common stock
|
-
|
71
|
Net
cash provided by financing activities
|
13,860
|
26,788
|
Increase
in cash and cash equivalents
|
12,308
|
3,403
|
Cash
and cash equivalents, beginning of period
|
28,101
|
37,304
|
Cash
and cash equivalents, end of period
|
$
40,409
|
$
40,707
|
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 Six Months Ended June 30, 2009 and 2008
(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. Management has evaluated all significant events
and transactions that occurred after June 30, 2009, but prior to August 10,
2009, the date these consolidated financial statements were issued, for
potential recognition or disclosure in these consolidated 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 six month period ended June
30, 2009, are not necessarily indicative of the results that may be expected for
the year ending December 31, 2009. 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,
2008. Certain prior period balances and formats have been
reclassified to conform to the current period presentation.
Note
2 - 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 $224,000,
$507,000 and $436,000 were required as of June 30, 2009, December 31, 2008 and
June 30, 2008, 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 $1,500,000,
$2,000,000 and $6,500,000 at June 30, 2009, December 31, 2008 and June 30, 2008,
respectively.
Note
3 - Earnings (Loss) Per Share
Basic
earnings (loss) per share represent net income (loss) divided by the
weighted average number of common shares outstanding during the
period. Diluted earnings (loss) per share reflect additional common
shares that would have been outstanding if dilutive potential common shares had
been issued, as well as any adjustment to income that would result from the
assumed issuance. Potential common shares that may be issued by the
Company relate solely to outstanding stock options, and are determined using the
treasury stock method. For the six months ended June 30, 2009, the
Company excluded approximately 3,000 shares from the calculation of diluted
earnings (loss) per share due to their anti-dilutive effect. Earnings
(loss) per common share have been computed based on the following:
|
For the
|
For the
|
|
Three Months Ended
|
Six Months Ended
|
|
June 30,
|
June 30,
|
(Amounts
in thousands)
|
2009
|
2008
|
2009
|
2008
|
Average
number of common shares outstanding - basic
|
5,932
|
5,931
|
5,933
|
5,929
|
Effect
of dilutive options
|
4
|
21
|
-
|
23
|
Average
number of common shares outstanding - diluted
|
5,936
|
5,952
|
5,933
|
5,952
|
Note
4 - Securities Available for Sale
The
aggregate amortized cost and fair value of securities available for sale as of
June 30, 2009 were as follows:
($
in thousands)
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|
Cost
|
Gains
|
Losses
|
Value
|
Investment
securities:
|
|
|
|
|
U.
S. government-sponsored agencies
|
$ 5,328
|
$ 249
|
$ -
|
$ 5,577
|
Mortgage-backed
securities
|
69,958
|
1,655
|
(36)
|
71,577
|
State
and municipal
|
2,861
|
107
|
(13)
|
2,955
|
Restricted
equity securities
|
3,716
|
-
|
-
|
3,716
|
Total
investment securities
|
$
81,863
|
$
2,011
|
$
(49)
|
$
83,825
|
At June
30, 2009, management performed its quarterly analysis of all securities with an
unrealized loss and concluded no material individual securities were
other-than-temporarily impaired.
The
distribution of securities by contractual maturity at June 30, 2009 is shown
below. Maturities may differ from contractual maturities in
mortgage-backed securities because the mortgages underlying the securities may
be called or repaid without any penalties. Mortgage-backed securities
are shown separately from the other debt securities in the following maturity
summary.
($
in thousands)
|
Amortized
Cost
|
Fair
Value
|
Securities
available for sale:
|
|
|
Due
after one year through five years
|
$ 2,421
|
$ 2,502
|
Due
after five years through ten years
|
4,538
|
4,813
|
Due
after ten years
|
1,230
|
1,217
|
Mortgage-backed
securities
|
69,958
|
71,577
|
Restricted
equity securities
|
3,716
|
3,716
|
Total
investment securities
|
$
81,863
|
$
83,825
|
The
restricted equity securities consist solely of FHLB and Federal Reserve Bank of
Atlanta stock. These securities are carried at cost since they do not
have readily determinable fair values due to their restricted
nature.
Note
5 - Short-Term Borrowings
At June
30, 2009, the Company did not meet a certain covenant contained in a loan
agreement; however, the Company obtained a waiver.
Note
6 - Fair Value of Financial Instruments
Fair
Value Measurements
SFAS No.
157, “Fair Value Measurements” (“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.
Note
6 - Fair Value of Financial Instruments (continued)
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.
R
ecurring Fair Value
Changes
Following
is a description of the valuation methodologies used for instruments measured at
fair value on a recurring basis and recognized in the accompanying balance
sheet, as well as the general classification of such instruments pursuant to the
valuation hierarchy.
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.
Assets
and liabilities measured at fair value under SFAS 157 on a recurring basis are
summarized below:
|
|
Fair
Value Measurements at June 30, 2009 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)
|
Investment
securities
|
$
83,825
|
$ -
|
$
83,825
|
$ -
|
Loans
held for sale
|
58
|
-
|
58
|
-
|
Nonrecurring Fair Value
Changes
Certain
assets and liabilities are measured at fair value on a nonrecurring
basis. These instruments are not measured at fair value on an ongoing
basis, but subject to fair value in certain circumstances, such as when there is
evidence of impairment that may require write-downs. The write-downs
for the Company’s more significant assets or liabilities measured on a
nonrecurring basis are based on the lower of amortized or estimated fair
value.
Impaired loans and other real estate
owned ("OREO")
: Impaired loans and OREO are evaluated and
valued at the time the loan or OREO 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 for impaired loans 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 and OREO are reviewed and
evaluated on at least a quarterly basis for additional impairment and adjusted
accordingly, based on the same factors identified above.
Assets
and liabilities measured at fair value under SFAS 157 on a nonrecurring basis
are summarized below:
|
|
Carrying
Values at June 30, 2009
|
($
in thousands)
|
Total
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
Impaired
loans
|
$
27,896
|
-
|
-
|
$
27,896
|
OREO
|
6,377
|
-
|
-
|
6,377
|
($
in thousands)
|
Impaired
loans
|
OREO
|
Balance
at December 31, 2008
|
$
37,730
|
$
8,100
|
Total gains for the year
|
-
|
8
|
Total losses
for the year
|
-
|
(1,057)
|
Net
transfers in/out Level 3
|
(9,834)
|
(674)
|
Balance
at June 30, 2009
|
$
27,896
|
$
6,377
|
Note
6 - Fair Value of Financial Instruments (continued)
Fair
Value Disclosures
Under
SFAS No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS
107”), the Company is required to disclose the estimated fair value of other
financial instruments that are not subject to the requirements of SFAS
157. As with most financial institutions, the majority of the
Company’s assets and liabilities are considered financial
instruments. Many of the financial instruments, however, lack an
available trading market as characterized by a willing buyer and willing seller
engaging in an exchange transaction. Therefore, significant estimates
and present value calculations are used for the purpose of this
disclosure. Such estimates involve judgments as to economic
conditions, risk characteristics and future expected loss experience of various
financial instruments and other factors that cannot be determined with
precision.
Cash and
due from banks, federal funds sold, accrued interest receivable, all
non-maturity deposits, short-term borrowings, subordinated debt and accrued
interest payable have carrying amounts which approximate fair value primarily
because of the short repricing opportunities of these instruments.
Following
is a description of the methods and assumptions used by the Company to estimate
the fair value of its financial instruments:
Investment securities:
Fair
value is based upon quoted market prices, if available. If a quoted
market price is not available, fair value is estimated using quoted market
prices for similar securities. Restricted equity securities are
carried at cost because no market value is available.
Loans:
The fair value is
estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type, such as commercial,
mortgage, and consumer loans. The fair value of the loan portfolio is
calculated by discounting contractual cash flows using estimated market discount
rates which reflect the credit and interest rate risk inherent in the
loan. The estimated fair value of the Subsidiary Banks' off-balance
sheet commitments is nominal since the committed rates approximate current rates
offered for commitments with similar rate and maturity characteristics and since
the estimated credit risk associated with such commitments is not
significant.
Deposit liabilities:
The fair
value of time deposits is estimated using the discounted value of contractual
cash flows based on current rates offered for deposits of similar remaining
maturities.
FHLB advances –
long-term
: The fair value is estimated using the discounted
value of contractual cash flows based on current rates offered for advances of
similar remaining maturities and/or termination values provided by the
FHLB.
The
carrying amounts and estimated fair values of all the Company’s financial
instruments covered by SFAS 107 and SFAS 157 are as follows as of June
30:
|
2009
|
($
in thousands)
|
|
Estimated
|
|
Carrying
|
Fair
|
|
Value
|
Value
|
Financial
assets:
|
|
|
Cash
and federal funds sold
|
$ 34,200
|
$ 34,200
|
Interest-bearing
deposits
|
6,209
|
6,209
|
Securities
available for sale
|
83,825
|
83,825
|
Loans
held for sale
|
58
|
58
|
Loans,
net of allowance for loan losses
|
846,645
|
855,903
|
Accrued
interest receivable
|
3,717
|
3,717
|
|
|
|
Financial
liabilities:
|
|
|
Deposits
|
847,037
|
854,291
|
Short-term
borrowings
|
61,989
|
61,989
|
FHLB
advances – long-term
|
15,666
|
15,967
|
Subordinated
debt to nonconsolidated subsidiaries
|
10,310
|
10,310
|
Accrued
interest payable
|
2,181
|
2,181
|
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 rates, 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 June 30, 2009
and 2008 and results of operations for the three and six month periods ended
June 30, 2009 and 2008, the following analysis should be reviewed with other
information including the Company’s December 31, 2008 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
Second
Quarter Financial Highlights
($ in
thousands, except share data)
(Unaudited)
Balance
Sheet Data at June 30
|
2009
|
|
2008
|
|
%
Change
|
Total
assets
|
$
1,019,557
|
|
$
963,600
|
|
5.8
|
Interest-earning
assets
|
936,927
|
|
901,643
|
|
3.9
|
Loans
|
862,242
|
|
838,426
|
|
2.8
|
Other
real estate owned
|
6,377
|
|
2,346
|
|
172
|
Deposits
|
847,037
|
|
808,148
|
|
4.8
|
Interest-bearing
liabilities
|
856,041
|
|
793,509
|
|
7.9
|
Shareholders'
equity
|
78,980
|
|
78,463
|
|
0.7
|
Loan
to deposit ratio
|
101.80
|
%
|
103.75
|
%
|
(1.9)
|
Equity
to assets
|
7.75
|
%
|
8.14
|
%
|
(4.8)
|
Tier
1 capital to risk-weighted assets
|
10.30
|
%
|
10.50
|
%
|
(1.9)
|
Total
capital to risk-weighted assets
|
11.55
|
%
|
11.75
|
%
|
(1.7)
|
Outstanding
shares
|
5,932
|
|
5,931
|
|
0.0
|
Book
value per share
|
$ 13.31
|
|
$ 13.23
|
|
0.6
|
Tangible
book value per share
|
$ 12.88
|
|
$ 12.77
|
|
0.9
|
Market
value per share
|
$ 6.65
|
|
$ 13.00
|
|
(49)
|
|
|
|
|
|
|
Loan
Quality Data
|
|
|
|
|
|
Nonaccruing
loans
|
$ 24,994
|
|
$
16,991
|
|
47
|
Loans
past due 90 days – accruing
|
2,374
|
|
1,693
|
|
40
|
Net
charge-offs
|
4,648
|
|
2,644
|
|
76
|
Allowance
for loan losses
|
15,597
|
|
12,445
|
|
25
|
Allowance
for loan losses to total loans
|
1.81
|
%
|
1.48
|
%
|
22
|
Nonperforming
assets to total loans and OREO
|
3.88
|
%
|
2.50
|
%
|
55
|
|
|
|
|
|
|
Performance
Data for the Second Quarter
|
|
|
|
|
|
Net
income
|
$ 106
|
|
$ 1,886
|
|
(94)
|
Return
on average assets
|
0.04
|
%
|
0.80
|
%
|
(95)
|
Return
on average equity
|
0.53
|
%
|
9.65
|
%
|
(95)
|
Net
interest margin
|
3.52
|
%
|
3.77
|
%
|
(6.6)
|
Efficiency
ratio
|
67.46
|
%
|
60.44
|
%
|
12
|
Per
share data:
|
|
|
|
|
|
Net
income – basic
|
$ 0.02
|
|
$ 0.32
|
|
(94)
|
Net
income – diluted
|
$
0.02
|
|
$ 0.32
|
|
(94)
|
Dividends
|
$
0.020
|
|
$ 0.125
|
|
(84)
|
Average
shares (000s):
|
|
|
|
|
|
Basic
|
5,932
|
|
5,931
|
|
0.0
|
Diluted
|
5,936
|
|
5,952
|
|
(0.3)
|
Performance
Data for the First Six Months
|
|
|
|
|
|
Net
(loss) income
|
$
(179)
|
|
$ 3,590
|
|
(105)
|
Return
on average assets
|
(0.04)
|
%
|
0.76
|
%
|
(105)
|
Return
on average equity
|
(0.45)
|
%
|
9.18
|
%
|
(105)
|
Net
interest margin
|
3.44
|
%
|
3.74
|
%
|
(8.0)
|
Efficiency
ratio
|
67.20
|
%
|
61.47
|
%
|
9.3
|
Per
share data:
|
|
|
|
|
|
Net
(loss) income – basic
|
$ (0.03)
|
|
$ 0.61
|
|
(105)
|
Net
(loss) income – diluted
|
$ (0.03)
|
|
$ 0.60
|
|
(105)
|
Dividends
|
$
0.145
|
|
$ 0.250
|
|
(42)
|
Average
shares (000s):
|
|
|
|
|
|
Basic
|
5,933
|
|
5,929
|
|
0.1
|
Diluted
|
5,933
|
|
5,952
|
|
(0.3)
|
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 Estimates
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 and six month periods ended
June 30, 2009 compared with the same period in 2008. 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., a registered investment advisor and wholly-owned subsidiary, is
referred to as “Minis.” The Company formed a new subsidiary, SAVB
Holdings, LLC (“SAVB Holdings”), in the third quarter 2008 for the purpose of
holding problem loans and other real estate. 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 June 30, 2009, had ten
banking offices and twelve ATMs in Savannah, Garden City, Skidaway Island,
Whitemarsh Island, Pooler, and 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. In addition, the Company has a loan
production office on St. Simons Island, Georgia.
Savannah
and Bryan are in the relatively diverse 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 growth and slower commercial and 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. Harbourside’s
primary market has continued to show deterioration in real estate
prices.
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, 2008.
The
primary strategic objectives of the Company are growth in loans, deposits,
assets under management, product lines and service quality in existing markets,
and quality expansion into new markets, within acceptable risk parameters, which
result in enhanced shareholder value.
Critical
Accounting Estimates
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 to earnings 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 probable losses inherent in the loan portfolio at June 30, 2009.
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 include market interest rates, loan sizes, 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 amount of the
allowance.
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 $15,597,000, or 1.81 percent of total loans,
at June 30, 2009. This is compared to an allowance of $13,300,000, or 1.54
percent of total loans, at December 31, 2008. For the six months
ended June 30, 2009, the Company reported net charge-offs of $4,648,000 compared
to net charge-offs of $2,644,000 for the same period in 2008.
During
the first six months of 2009 and 2008, a provision for loan losses of $6,945,000
and $2,225,000, respectively, was added to the allowance for loan
losses. The higher provision for loans losses in 2009 was primarily
due to charge-offs and continued weakness in the Company’s local residential
real estate markets. Approximately $1.6 million of the 2009 provision
was related to deterioration in two significant residential relationships in the
Hilton Head Island/Bluffton, South Carolina (“HHI/Bluffton”)
market.
The
Company's nonperforming assets consist of loans on nonaccrual status, loans
which are contractually past due 90 days or more on which interest is still
being accrued, and other real estate owned,. Nonaccrual loans of
$24,994,000 and loans past due 90 days or more of $2,374,000 totaled
$27,368,000, or 3.17 percent of gross loans, at June 30,
2009. Nonaccrual loans of $26,277,000 and loans past due 90 days or
more of $1,326,000 totaled $27,603,000, or 3.19 percent of gross loans, at
December 31, 2008. Generally, loans are placed on nonaccrual status
when the collection of the principal or interest in full becomes
doubtful. Management writes down loans through a charge to the
allowance when it determines they are impaired. In the first quarter
2009, the Company successfully settled its largest single nonperforming loan of
approximately $4 million. The Company recovered the full principal
and interest due on the loan. Nonperforming assets also included
$6,377,000 and $8,100,000 of other real estate owned at June 30, 2009 and
December 31, 2008, respectively. Management is aggressively pricing
and marketing the other real estate owned.
At June
30, 2009 nonperforming loans consisted primarily of $14.5 million of improved
real estate-secured loans and $12.7 million of land, lot and construction and
development related loans. Less than one percent of the loans were
unsecured. Nonperforming loans included one relationship consisting
of four loans for $6.3 million to a residential developer in the HHI/Bluffton
market. This relationship was performing until the second quarter
2009. The loans are secured by residential land and
lots. $916,000 of the allowance was allocated to this relationship as
a general reserve. The next largest nonperforming relationship
included ten loans for $3.0 million to a residential homebuilder in the
HHI/Bluffton market. The collateral is primarily completed or nearly
completed 1-4 family properties and residential lots. The Company
charged-off $767,000 during the second quarter and still has $171,000
specifically allocated in the allowance for this relationship.
If the
allowance for loan losses had changed by five percent, the effect on net income
would have been approximately $500,000. If the allowance had to be
increased by this amount, it would not have changed the holding company or the
Subsidiary Banks’ status as well-capitalized financial
institutions.
The
Company measures impaired loans based on the present value of expected future
cash flows discounted at the loan’s effective interest rate, the loan’s
obtainable market price, or the fair value of the collateral if the loan is
collateral dependent. A loan is considered impaired when it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. A loan is not considered impaired during a period of delay
in payment if the ultimate collection of all amounts due is
expected. The Company maintains a valuation allowance to the extent
that the measure of value of an impaired loan is less than the recorded
investment.
Other Real Estate
Owned
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at fair value less costs to sell at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, management
periodically performs valuations of the foreclosed assets based on updated
appraisals, general market conditions, length of time the properties have been
held, and our ability and intention with regard to continued ownership of the
properties. The Company may incur additional write-downs of
foreclosed assets to fair value less costs to sell if valuations indicate a
further other than temporary deterioration in market
conditions.
The
following table provides historical information regarding the allowance for loan
losses and nonperforming loans and assets for the most recent five quarters
ended June 30, 2009.
|
2009
|
2008
|
|
Second
|
First
|
Fourth
|
Third
|
Second
|
($
in thousands)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
|
|
|
|
Balance
at beginning of period
|
$
15,309
|
$
13,300
|
$
12,390
|
$
12,445
|
$
12,128
|
Provision
for loan losses
|
3,225
|
3,720
|
2,270
|
1,505
|
1,155
|
Net
charge-offs
|
(2,937)
|
(1,711)
|
(1,360)
|
(1,560)
|
(838)
|
Balance
at end of period
|
$
15,597
|
$
15,309
|
$
13,300
|
$
12,390
|
$
12,445
|
|
|
|
|
|
|
As
a % of loans
|
1.81%
|
1.77%
|
1.54%
|
1.45%
|
1.48%
|
As
a % of nonperforming loans
|
56.99%
|
63.27%
|
48.18%
|
56.25%
|
66.61%
|
As
a % of nonperforming assets
|
46.22%
|
47.05%
|
37.25%
|
43.94%
|
59.18%
|
|
|
|
|
|
|
Net
charge-offs as a % of average loans (a)
|
1.41%
|
0.82%
|
0.65%
|
0.75%
|
0.40%
|
|
|
|
|
|
|
Risk
element assets
|
|
|
|
|
|
Nonaccruing
loans
|
$
24,994
|
$
23,927
|
$
26,277
|
$
17,753
|
$
16,991
|
Loans
past due 90 days – accruing
|
2,374
|
268
|
1,326
|
4,274
|
1,693
|
Total
nonperforming loans
|
27,368
|
24,195
|
27,603
|
22,027
|
18,684
|
Other
real estate owned
|
6,377
|
8,342
|
8,100
|
6,168
|
2,346
|
Total
nonperforming assets
|
$
33,745
|
$
32,537
|
$
35,703
|
$
28,195
|
$
21,030
|
|
|
|
|
|
|
Loans
past due 30-89 days
|
$ 6,670
|
$
16,906
|
$
8,269
|
$
8,841
|
$
6,528
|
|
|
|
|
|
|
Nonperforming
loans as a % of loans
|
3.17%
|
2.80%
|
3.19%
|
2.58%
|
2.22%
|
Nonperforming
assets as a % of loans
|
|
|
|
|
|
and
other real estate owned
|
3.88%
|
3.73%
|
4.09%
|
3.28%
|
2.50%
|
Nonperforming
assets as a % of assets
|
3.31%
|
3.25%
|
3.54%
|
2.87%
|
2.18%
|
Impaired
loans under Statement of Financial Accounting Standards No. 114 totaled
$27,896,000 and $37,730,000 at June 30, 2009 and December 31, 2008,
respectively.
Results
of Operations
Second
Quarter, 2009 Compared to the Second Quarter, 2008
Net
income for the second quarter 2009 was $106,000, compared to net income of
$1,886,000 in the second quarter 2008. Net income per diluted share
was 2 cents in the second quarter 2009 compared to 32 cents per diluted
share in the second quarter 2008, a decrease of 94 percent. The decline in
second quarter earnings results primarily from a higher provision for loan
losses, higher loss on sale of OREO and higher FDIC insurance
premiums. Return on average equity was 0.53 percent, return on
average assets was 0.04 percent and the efficiency ratio was 67.46 percent in
the second quarter 2009.
Second
quarter average interest-earning assets increased 3.4 percent to $922 million in
2009 from $892 million in 2008. Second quarter net interest income
was $8,084,000 in 2009 compared to $8,386,000 in 2008, a decrease of $302,000 or
3.6 percent. Second quarter average loans were $836 million in 2009,
2.1 percent higher when compared to $819 million in
2008. Shareholders' equity increased to $79 million at June 30, 2009
from $78 million at June 30, 2008. The Company's total capital to risk-weighted
assets ratio was 11.55 percent at June 30, 2009, which exceeds the 10 percent
required by the regulatory agencies to maintain well-capitalized
status. Second quarter net interest margin decreased to 3.52 percent
in 2009 from 3.77 percent in the same period in 2008. The prime rate
decreased from 5.00 percent to 3.25 percent during the twelve month period ended
June 30, 2009. As shown in Table 2, the decline in net interest
margin was primarily due to higher levels of noninterest-earning
assets. On a linked quarter basis, the net interest margin increased
16 basis points over the first quarter 2009.
As shown
in Table 1, the Company’s balance sheet is asset-sensitive since the
interest-earning assets reprice faster than interest-bearing
liabilities. Rising interest rates favorably impact the net interest
margin of an asset-sensitive balance sheet and falling rates adversely impact
the net interest margin. However, when the prime rate stops
decreasing, the interest rates on time deposits, certain non-maturity deposits
and other funding sources will continue to decline due to the re-pricing lag
associated with those liabilities.
Second
quarter provision for loan losses was $3,225,000 for 2009, compared to
$1,155,000 for the comparable period in 2008. Second quarter net
charge-offs were $2,937,000 for 2009 compared to $838,000 in the same quarter in
2008. Loans decreased $2.7 million in the second quarter 2009
compared to $3.7 million in loan growth in the second quarter
2008. The significantly higher provision for loan losses was
primarily related to charge-offs and continued weakness in residential real
estate-related loans in the HHI/Bluffton market.
Noninterest
income increased $132,000, or 7.4 percent in the second quarter 2009 versus the
same period in 2008. The increase was due to higher mortgage related
income, a gain on hedges of $245,000 and a higher gain on the sale of securities
partially offset by lower trust and asset management fees and lower service
charges on deposits.
Noninterest
expense increased to $6,739,000, up $605,000 or 10 percent, in the second
quarter 2009 compared to the second quarter 2008. Second quarter 2009
noninterest expense included $651,000 of higher FDIC insurance premiums, of
which approximately $465,000 was a special assessment applicable to all
FDIC-insured depository institutions, and a loss on sale of foreclosed assets of
$885,000. The remainder of the increase was due to higher information
technology expense offset by a $491,000 decrease in salaries and employee
benefits and a $458,000 decrease in occupancy and equipment. In the
second quarter 2009, the Company purchased its previously leased Hilton Head
Island branch from an outside party and reversed approximately $527,000 in
accrued rent expense that was recorded during the 18-month rent free period in
accordance with U.S. generally accepted accounting principles.
The
second quarter income tax benefit was $80,000 in 2009 and income tax expense was
$985,000 in 2008. The income tax benefit in the second quarter 2009
was due to the impact of tax credits on lower taxable income. 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.
First
Six Months, 2009 Compared to the First Six Months, 2008
Net loss
in the first six months 2009 was $179,000, versus net income of
$3,590,000 in the first six months 2008, a decrease of 105 percent.
Net loss per share was 3 cents in the first six months 2009 compared
to net income of 60 cents per diluted share in the same period in 2008. The
decline in earnings results primarily from a higher provision for loan losses,
higher loss on sale of OREO and higher FDIC insurance
premiums. Return on average equity was (0.45) percent, return on
average assets was (0.04) percent and the efficiency ratio was 67.20 percent in
the first six months 2009.
Average
interest-earning assets for the first six months increased 4.5 percent to
$924 million in 2009 from $884 million in 2008. First six months
net interest income was $15,750,000 in 2009 compared to $16,457,000 in 2008 a
decrease of $707,000 or 4.3 percent. Average loans were $838 million
for the first six months of 2009, 3.5 percent higher when compared to $810
million in 2008. The net interest margin decreased to 3.44 percent in
the first half of 2009 from 3.74 percent in the same period in 2008. As
shown in Table 3, the decline in net interest margin was primarily due to higher
levels of noninterest-earning assets. In addition, the majority of
our deposit growth was in higher cost deposits and our earning assets repriced
faster than our deposits over the last 12 months.
First six
months provision for loan losses was $6,945,000 for 2009, compared to $2,225,000
for 2008. Net charge-offs for the first six months were $4,648,000 for
2009 compared to $2,644,000 in the same period in 2008. Changes in
the provision are impacted as discussed under the "Allowance for Loan Losses"
section above. Loans decreased $2.7 million in the first six months
2009, compared to loan growth of $29.8 million in the first six months
2008. The significantly higher provision for loan losses was
primarily related to charge-offs and continued weakness in residential real
estate-related loans in the HHI/Bluffton market.
Noninterest
income was $3,915,000 in the first six months 2009 compared to $3,538,000 in the
first six months 2008, an increase of $377,000 or 11 percent. The
increase was due to higher mortgage related income, a $357,000 higher gain on
hedges, a $240,000 higher gain on sale of securities partially offset by lower
trust and asset management fees.
Noninterest
expense was $13,214,000 in the first six months of 2009 compared to $12,285,000
in 2008, an increase of $929,000, or 7.6 percent. The increase was
primarily due to a loss on sale of foreclosed assets of $1,049,000 and higher
FDIC insurance premiums of $789,000. Salaries and benefits decreased
$613,000, or 8.8 percent. Occupancy and equipment
expenses decreased $339,000, or 19 percent.
The
first six months income tax benefit was $315,000 in 2009 and income tax
expense was $1,895,000 in 2008. The income tax benefit in 2009 was
due to the impact of tax credits on lower taxable income. The Company has
never recorded a valuation allowance against deferred tax assets. All
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. Loans
decreased $3 million the first six months of 2009. The $15 million
increase in deposits was used primarily to purchase investment securities and to
increase our cash and cash equivalents.
Average
total assets increased 6.2 percent to $1.00 billion in the first six months of
2009 from $942 million in the same period in 2008. Total assets were
$1.02 billion and $964 million at June 30, 2009 and 2008, respectively, an
increase of 5.8 percent.
The
Company has classified all investment securities as available for
sale. The unrealized gain/loss on investment securities is included
in shareholders’ equity at June 30, 2009 and 2008 as accumulated other
comprehensive income (loss), net of tax.
Brokered
time deposits and institutional money market accounts totaled $189
million at June 30, 2009 compared to $222 million at December 31,
2008. At June 30, 2009 and December 31, 2008, brokered time deposits
include $35 million and $38 million, respectively, of reciprocal deposits from
our local customers that are classified as brokered because they are placed in
the CDARS network for deposit insurance purposes.
Loans
The
following table shows the composition of the loan portfolio as of June 30, 2009
and December 31, 2008, including a more detailed breakdown of real
estate-secured loans by collateral type and purpose.
($
in thousands)
|
6/30/09
|
%
of
Total
|
12/31/08
|
%
of
Total
|
%
Dollar
Change
|
Non-residential
real estate
|
|
|
|
|
|
Owner-occupied
|
$
137,211
|
16
|
$
137,742
|
16
|
(0.4)
|
Non
owner-occupied
|
139,569
|
16
|
124,502
|
14
|
12
|
Construction
|
11,055
|
1
|
26,965
|
3
|
(59)
|
Commercial
land and lot development
|
43,565
|
5
|
42,590
|
5
|
2.3
|
Total
non-residential real estate
|
331,400
|
38
|
331,799
|
38
|
(0.1)
|
Residential
real estate
|
|
|
|
|
|
Owner-occupied
– 1-4 family
|
92,198
|
11
|
89,774
|
10
|
2.7
|
Non
owner-occupied – 1-4 family
|
158,133
|
18
|
147,396
|
17
|
7.3
|
Construction
|
25,074
|
3
|
43,431
|
5
|
(42)
|
Residential
land and lot development
|
97,766
|
11
|
98,715
|
12
|
(1.0)
|
Home
equity lines
|
57,117
|
7
|
55,092
|
6
|
3.7
|
Total
residential real estate
|
430,288
|
50
|
434,408
|
50
|
(0.9)
|
Total
real estate loans
|
761,688
|
88
|
766,207
|
88
|
(0.6)
|
Commercial
|
85,221
|
10
|
81,348
|
10
|
4.8
|
Consumer
|
15,640
|
2
|
17,628
|
2
|
(11)
|
Unearned
fees, net
|
(307)
|
-
|
(209)
|
-
|
47
|
Total
loans, net of unearned fees
|
$
862,242
|
100
|
$
864,974
|
100
|
(0.3)
|
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 June
30, 2009, 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 $76.4 million, or 7.50 percent of
total assets at June 30, 2009. The table below includes the
regulatory capital ratios for the Company and each Subsidiary Bank along with
the minimum capital ratio and the ratio required to maintain a well-capitalized
regulatory status.
|
|
|
|
|
|
Well-
|
($
in thousands)
|
Company
|
Savannah
|
Bryan
|
Harbourside
|
Minimum
|
Capitalized
|
|
|
|
|
|
|
|
Qualifying
Capital
|
|
|
|
|
|
|
Tier
1 capital
|
$
84,439
|
$
54,883
|
$
21,339
|
$
4,935
|
-
|
-
|
Total
capital
|
94,759
|
61,769
|
23,869
|
5,629
|
-
|
-
|
|
|
|
|
|
|
|
Leverage
Ratios
|
|
|
|
|
|
|
Tier
1 capital to
average
assets
|
8.40%
|
8.21%
|
8.82%
|
6.23%
|
4.00%
|
5.00%
|
|
|
|
|
|
|
|
Risk-based
Ratios
|
|
|
|
|
|
|
Tier
1 capital to risk-
weighted
assets
|
10.29%
|
10.00%
|
10.56%
|
9.18%
|
4.00%
|
6.00%
|
Total
capital to risk-
weighted
assets
|
11.55%
|
11.26%
|
11.81%
|
10.47%
|
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
Company is evaluating the TARP and other liquidity programs provided by the
United States Treasury Department. If approved, and if the Company
elects to participate, the Company is eligible to issue up to $24 million of
preferred stock under the guidelines of the Capital Purchase
Program.
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 six months of 2009, portfolio loans decreased $3 million to $862
million while deposits increased $15 million to $847 million. The
loan to deposit ratio was 102 percent at June 30, 2009. 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 pledged
certain 1-4 family first mortgage loans, commercial real estate
loans and/or 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 $152 million
with the FHLB of which $31 million was advanced at June 30,
2009. 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 $15 million of
funding needs for 30-60 days. The Subsidiary Banks 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. Savannah and Bryan were approved by the FRB
under the borrower-in-custody of collateral (“BIC”) arrangement. This
temporary liquidity arrangement allows collateral to be maintained at Savannah
and Bryan rather than being delivered to the FRB or a third-party
custodian. At June 30, 2009, the Company had secured borrowing
capacity of $128 million with the FRB and $17 million outstanding.
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 June 30, 2009 was $7 million
at one year, or 0.7 percent of total interest-earning assets. At
December 31, 2008 the gap at one year was $29 million, or 3.1 percent of total
interest-earning assets. Interest-earning assets with maturities over
five years totaled approximately $63 million, or 6.7 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 5.00 percent to 3.25 percent over the past year through June 30,
2009, the level of nonaccruing loans and changes in the deposit mix have
negatively impacted net interest income and net interest margin in the first six
months of 2009 compared to the same period in 2008. Over the past
year, earning assets repriced faster than deposits, however time deposits
continue to reprice lower after the prime rate stops decreasing. On a
linked quarter basis, the second quarter 2009 net interest margin increased 16
basis points to 3.52 percent from 3.36 percent in the first quarter
2009.
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 of 2009, the Company
terminated a $15 million interest rate collar position for net proceeds of
$512,000. In April 2009, the Company terminated a $25 million
interest rate collar position for net proceeds of $787,000. The
amounts in other comprehensive income related to the terminated transactions
will be reclassified into earnings over the remaining lives of the original
hedged transactions.
As of
June 30, 2009, the Company has terminated all derivative
positions. These actions have reduced the Company’s exposure to
falling interest rates.
Management
monitors interest rate risk quarterly using rate-sensitivity forecasting models
and other balance sheet analytical reports. If and when projected
interest rate risk exposures are outside of policy tolerances or desired
positions, specific strategies to return interest rate risk exposures to desired
levels are developed by management, approved by the Asset-Liability Committee
and reported to the Board of Directors.
Table
1 – Cash Flow/Maturity Gap and Repricing Data
The
following is the cash flow/maturity and repricing data for the Company as of
June 30, 2009:
|
|
0-3
|
3-12
|
1-3
|
3-5
|
Over
5
|
|
($
in thousands)
|
Immediate
|
months
|
months
|
years
|
years
|
Years
|
Total
|
Interest-earning
assets
|
|
|
|
|
|
|
|
Investment
securities
|
$ -
|
$ 5,389
|
$ 15,513
|
$ 38,008
|
$ 9,599
|
$ 13,354
|
$ 81,863
|
Interest-bearing
deposits
|
5,347
|
862
|
-
|
-
|
-
|
-
|
6,209
|
Federal
funds sold
|
11,550
|
-
|
-
|
-
|
-
|
-
|
11,550
|
Loans
held for sale
|
-
|
58
|
-
|
-
|
-
|
-
|
58
|
Loans
- fixed rates
|
-
|
64,513
|
145,663
|
160,353
|
42,539
|
39,356
|
452,424
|
Loans
- variable rates
|
-
|
356,000
|
10,624
|
4,840
|
3,188
|
10,171
|
384,823
|
Total
interest-earnings assets
|
16,897
|
426,822
|
171,800
|
203,201
|
55,326
|
62,881
|
936,927
|
Interest-bearing
liabilities
|
|
|
|
|
|
|
|
NOW
and savings
|
-
|
6,917
|
13,834
|
34,585
|
41,502
|
41,502
|
138,340
|
Money
market accounts
|
-
|
105,217
|
47,259
|
27,005
|
40,509
|
-
|
219,990
|
Time
deposits
|
-
|
136,764
|
226,197
|
36,416
|
10,199
|
170
|
409,746
|
Short-term
borrowings
|
31,604
|
30,385
|
-
|
-
|
-
|
-
|
61,989
|
FHLB
advances - long-term
|
-
|
-
|
4
|
5,511
|
11
|
10,140
|
15,666
|
Subordinated
debt
|
-
|
10,310
|
-
|
-
|
-
|
-
|
10,310
|
Total
interest-bearing liabilities
|
31,604
|
289,593
|
287,294
|
103,517
|
92,221
|
51,812
|
856,041
|
Gap-Excess
assets (liabilities)
|
(14,707)
|
137,229
|
(115,494)
|
99,684
|
(36,895)
|
11,069
|
80,886
|
Gap-Cumulative
|
$
(14,707)
|
$
122,522
|
$ 7,028
|
$
106,712
|
$ 69,817
|
$
80,886
|
$ 80,886
|
Cumulative
sensitivity ratio *
|
0.53
|
1.38
|
1.01
|
1.15
|
1.09
|
1.09
|
1.09
|
* Cumulative
interest-earning assets / cumulative interest-bearing
liabilities
Table
2 – Average Balance Sheet and Rate/Volume Analysis –Second Quarter, 2009 and
2008
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 second quarter of 2009 and 2008.
|
|
|
|
|
|
Taxable-Equivalent
|
|
(a)
Variance
|
Average
Balance
|
Average
Rate
|
|
|
Interest
(b)
|
|
Attributable
to
|
QTD
|
QTD
|
QTD
|
QTD
|
|
|
QTD
|
QTD
|
Vari-
|
|
|
6/30/09
|
6/30/08
|
6/30/09
|
6/30/08
|
|
|
6/30/09
|
6/30/08
|
ance
|
Rate
|
Volume
|
($
in thousands)
|
(%)
|
|
|
($
in thousands)
|
|
($
in thousands)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
$ 8,819
|
$ 5,675
|
0.55
|
2.40
|
|
Interest-bearing
deposits
|
$ 12
|
$ 34
|
$ (22)
|
$ (26)
|
$ 4
|
71,551
|
57,466
|
4.89
|
5.17
|
|
Investments
- taxable
|
873
|
741
|
132
|
(40)
|
172
|
1,467
|
1,915
|
7.38
|
5.24
|
|
Investments
- non-taxable
|
27
|
25
|
2
|
10
|
(8)
|
4,414
|
7,080
|
0.18
|
1.87
|
|
Federal
funds sold
|
2
|
33
|
(31)
|
(30)
|
(1)
|
72
|
980
|
22.28
|
8.19
|
|
Loans
held for sale
|
4
|
20
|
(16)
|
34
|
(50)
|
835,750
|
819,281
|
5.69
|
6.58
|
|
Loans
(c)
|
11,854
|
13,449
|
(1,595)
|
(1,818)
|
223
|
922,073
|
892,397
|
5.56
|
6.43
|
|
Total
interest-earning assets
|
12,772
|
14,302
|
(1,530)
|
(1,936)
|
406
|
83,039
|
57,540
|
|
|
|
Noninterest-earning
assets
|
|
|
|
|
|
$1,005,112
|
$949,937
|
|
|
|
Total
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
$ 124,691
|
$121,168
|
0.49
|
1.16
|
|
NOW
accounts
|
153
|
351
|
(198)
|
(202)
|
4
|
16,425
|
15,882
|
0.71
|
0.88
|
|
Savings
accounts
|
29
|
35
|
(6)
|
(7)
|
1
|
118,787
|
138,915
|
1.76
|
2.25
|
|
Money
market accounts
|
522
|
778
|
(256)
|
(170)
|
(86)
|
91,463
|
68,601
|
1.61
|
2.50
|
|
MMA
- institutional
|
367
|
427
|
(60)
|
(152)
|
92
|
160,127
|
149,010
|
3.48
|
4.64
|
|
CDs,
$100M or more
|
1,391
|
1,724
|
(333)
|
(431)
|
98
|
113,551
|
69,404
|
2.17
|
3.44
|
|
CDs,
broker
|
613
|
595
|
18
|
(220)
|
238
|
142,272
|
131,358
|
3.35
|
4.42
|
|
Other
time deposits
|
1,189
|
1,448
|
(259)
|
(350)
|
91
|
767,316
|
694,338
|
2.23
|
3.10
|
|
Total
interest-bearing deposits
|
4,264
|
5,358
|
(1,094)
|
(1,506)
|
412
|
13,974
|
11,876
|
2.24
|
2.80
|
|
FHLB
advances - long-term
|
78
|
83
|
(5)
|
(17)
|
12
|
45,704
|
62,738
|
2.12
|
2.10
|
|
Short-term
borrowings
|
242
|
329
|
(87)
|
3
|
(90)
|
10,310
|
10,310
|
3.73
|
5.37
|
|
Subordinated
debt
|
96
|
138
|
(42)
|
(42)
|
-
|
|
|
|
|
|
Total
interest-bearing
|
|
|
|
|
|
837,304
|
779,262
|
2.24
|
3.04
|
|
liabilities
|
4,680
|
5,908
|
(1,228)
|
(1,554)
|
326
|
82,172
|
84,130
|
|
|
|
Noninterest-bearing
deposits
|
|
|
|
|
|
6,030
|
7,949
|
|
|
|
Other
liabilities
|
|
|
|
|
|
79,606
|
78,596
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
$1,005,112
|
$949,937
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
3.32
|
3.39
|
|
Interest
rate spread
|
|
|
|
|
|
|
|
3.52
|
3.77
|
|
Net
interest margin
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
$
8,092
|
$
8,394
|
$
(302)
|
$
(382)
|
$ 80
|
$ 84,769
|
$113,135
|
|
|
|
Net
earning assets
|
|
|
|
|
|
$
849,488
|
$778,468
|
|
|
|
Average
deposits
|
|
|
|
|
|
|
|
2.01
|
2.76
|
|
Average
cost of deposits
|
|
|
|
|
|
98%
|
105%
|
|
|
|
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 $8 in the second quarter
2009 and 2008, respectively.
|
|
(c)
Average nonaccruing loans have been excluded from total average loans and
categorized in noninterest-earning
assets.
|
Table
3 – Average Balance Sheet and Rate/Volume Analysis –First Six Months, 2009 and
2008
The
following table presents average balances of the Company and the Subsidiary
Banks on a consolidated basis, the taxable-equivalent interest earned and the
interest paid during the first six months of 2009 and 2008.
|
|
|
|
|
|
Taxable-Equivalent
|
|
(a)
Variance
|
Average
Balance
|
Average
Rate
|
|
|
Interest
(b)
|
|
Attributable
to
|
YTD
|
YTD
|
YTD
|
YTD
|
|
|
YTD
|
YTD
|
Vari-
|
|
|
6/30/09
|
6/30/08
|
6/30/09
|
6/30/08
|
|
|
6/30/09
|
6/30/08
|
ance
|
Rate
|
Volume
|
($
in thousands)
|
(%)
|
|
|
($
in thousands)
|
|
($
in thousands)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
$ 6,331
|
$ 6,294
|
0.80
|
3.22
|
|
Interest-bearing
deposits
|
$ 25
|
$ 101
|
$ (76)
|
$ (76)
|
$ -
|
74,133
|
57,945
|
4.79
|
5.20
|
|
Investments
- taxable
|
1,761
|
1,502
|
259
|
(118)
|
377
|
1,520
|
1,915
|
6.63
|
5.45
|
|
Investments
- non-taxable
|
50
|
52
|
(2)
|
11
|
(13)
|
4,011
|
6,750
|
0.20
|
2.56
|
|
Federal
funds sold
|
4
|
86
|
(82)
|
(79)
|
(3)
|
90
|
857
|
15.68
|
7.49
|
|
Loans
held for sale
|
7
|
32
|
(25)
|
35
|
(60)
|
837,706
|
810,364
|
5.66
|
6.85
|
|
Loans
(c)
|
23,499
|
27,662
|
(4,163)
|
(4,782)
|
619
|
923,791
|
884,125
|
5.53
|
6.68
|
|
Total
interest-earning assets
|
25,346
|
29,435
|
(4,089)
|
(5,042)
|
953
|
80,314
|
58,133
|
|
|
|
Noninterest-earning
assets
|
|
|
|
|
|
$1,004,105
|
$942,258
|
|
|
|
Total
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
$
124,023
|
$118,326
|
0.50
|
1.35
|
|
NOW
accounts
|
310
|
799
|
(489)
|
(499)
|
10
|
15,750
|
15,935
|
0.72
|
0.91
|
|
Savings
accounts
|
56
|
72
|
(16)
|
(15)
|
(1)
|
113,038
|
137,228
|
1.78
|
2.49
|
|
Money
market accounts
|
996
|
1,706
|
(710)
|
(483)
|
(227)
|
94,759
|
60,134
|
1.71
|
3.09
|
|
MMA
-institutional
|
805
|
928
|
(123)
|
(412)
|
289
|
152,281
|
147,962
|
3.62
|
4.87
|
|
CDs,
$100M or more
|
2,730
|
3,593
|
(863)
|
(917)
|
54
|
118,115
|
69,637
|
2.42
|
3.93
|
|
CDs,
broker
|
1,417
|
1,364
|
53
|
(521)
|
574
|
141,542
|
130,675
|
3.46
|
4.63
|
|
Other
time deposits
|
2,431
|
3,020
|
(589)
|
(758)
|
169
|
759,508
|
679,897
|
2.32
|
3.39
|
|
Total
interest-bearing deposits
|
8,745
|
11,482
|
(2,737)
|
(3,608)
|
871
|
12,269
|
8,804
|
2.19
|
3.01
|
|
FHLB
advances - long-term
|
133
|
132
|
1
|
(36)
|
37
|
53,875
|
72,956
|
1.86
|
2.80
|
|
Short-term
borrowings
|
497
|
1,020
|
(523)
|
(340)
|
(183)
|
10,310
|
10,310
|
4.01
|
6.38
|
|
Subordinated
debt
|
205
|
328
|
(123)
|
(121)
|
(2)
|
|
|
|
|
|
Total
interest-bearing
|
|
|
|
|
|
835,962
|
771,967
|
2.31
|
3.37
|
|
liabilities
|
9,580
|
12,962
|
(3,382)
|
(4,058)
|
676
|
81,660
|
83,827
|
|
|
|
Noninterest-bearing
deposits
|
|
|
|
|
|
6,247
|
8,060
|
|
|
|
Other
liabilities
|
|
|
|
|
|
80,236
|
78,404
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
$1,004,105
|
$942,258
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
3.22
|
3.31
|
|
Interest
rate spread
|
|
|
|
|
|
|
|
3.44
|
3.74
|
|
Net
interest margin
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
$ 15,766
|
$
16,473
|
$
(707)
|
$
(984)
|
$
277
|
$ 87,829
|
$112,158
|
|
|
|
Net
earning assets
|
|
|
|
|
|
$
841,168
|
$763,724
|
|
|
|
Average
deposits
|
|
|
|
|
|
|
|
2.10
|
3.02
|
|
Average
cost of deposits
|
|
|
|
|
|
100%
|
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 $16 in the first six months
of 2009 and 2008, respectively.
|
|
(c)
Average nonaccruing loans have been excluded from total average loans and
categorized in noninterest-earning
assets.
|
Table
4 - 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 June 30, 2009, the Company had unfunded commitments to
extend credit of $98 million and outstanding stand-by letters of credit of $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.
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
|
$
15,666
|
$ -
|
$
5,500
|
$ -
|
$
10,166
|
Subordinated
debt
|
10,310
|
-
|
-
|
-
|
10,310
|
Operating
leases – buildings
|
2,232
|
532
|
803
|
640
|
257
|
Information
technology contracts
|
3,290
|
1,204
|
2,086
|
-
|
-
|
Total
|
$
31,498
|
$
1,736
|
$
8,389
|
$
640
|
$
20,733
|
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 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 2008 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 2008 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.
Annual Meeting of
Shareholders Held April 23, 2009
Annual
Meeting Quorum
At the
2009 Annual Meeting of Shareholders held on April 23, 2009, there were 4,420,491
shares present in person or by proxy, representing 75 percent of the 5,932,346
outstanding shares. The following actions were taken by the
shareholders.
Re-election
of Six Directors
Shareholders
voted to re-elect six Directors of Class I to serve until the Annual Meeting of
Shareholders in 2012. Results of voting were as follows:
|
For
|
Withheld
|
Robert
H. Demere, Jr.
|
4,380,398
|
40,093
|
Berryman
W. Edwards, Jr.
|
4,379,074
|
41,417
|
J.
Curtis Lewis III
|
4,283,226
|
137,265
|
M.
Lane Morrison
|
4,381,016
|
39,475
|
James
Toby Roberts, Sr.
|
4,360,867
|
59,624
|
James
W. Royal, Sr.
|
4,380,591
|
39,900
|
Ratification
of Independent Registered Public Accountants
Shareholders
voted to approve the selection of Mauldin & Jenkins, LLP as independent
registered public accountants to audit the Company's financial statements for
the year 2009. 4,373,415 shares, representing 98.9 percent of the
shares present were cast in favor of the ratification of the appointment of
Mauldin & Jenkins, LLP as independent registered public accountants, 38,485
shares or 0.9 percent of the shares present voted against the ratification and
8,591 shares or 0.2 percent abstained.
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 3 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:
8/10/09
|
/s/
John C. Helmken II
John
C. Helmken II
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
Date:
8/10/09
|
/s/
Michael
W. Harden, Jr.
Michael
W. Harden, Jr.
Chief
Financial Officer
(Principal
Financial and Accounting
Officer)
|
- 26
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