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 September 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 October 30, 2009.

 
- 1 - 

 

The Savannah Bancorp, Inc. and Subsidiaries
Form 10-Q Index
September 30, 2009


 
Page
   
Cover Page
1
   
Form 10-Q Index
2
   
Part I – Financial Information
 
   
Item 1.  Financial Statements
 
   
              Consolidated Balance Sheets
 
                  September 30, 2009 and 2008 and December 31, 2008
3
   
              Consolidated Statements of Operations
 
                 for the Three Months and Nine Months Ended September 30, 2009 and 2008
4
   
              Consolidated Statements of Changes in Shareholders’ Equity
 
   for the Nine Months Ended September 30, 2009 and 2008
5
   
              Consolidated Statements of Cash Flows
 
                 for the Nine Months Ended September 30, 2009 and 2008
6
   
              Condensed Notes to Consolidated Financial Statements
7-10
   
Item 2.  Management’s Discussion and Analysis of Financial Condition
 
   and Results of Operations
11-19
   
Item 3.   Quantitative and Qualitative Disclosures about Market Risk
20-24
   
Item 4.   Controls and Procedures
24
   
   
Part II – Other Information
 
   
Item 1.   Legal Proceedings
25
   
Item 1A. Risk Factors
25
   
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
25
   
Item 3.   Defaults Upon Senior Securities
25
   
Item 4.   Submission of Matters to a Vote of Security Holders
25
   
Item 5.   Other Information
25
   
Item 6.   Exhibits
25
   
Signatures
26

 
- 2 - 

 

Part I – Financial Information
Item 1.  Financial Statements
The Savannah Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands, except share data)

 
September 30,
December 31,
September 30,
 
2009
2008
2008
Assets
(Unaudited)
 
(Unaudited)
Cash and due from banks
$     22,519
$     15,088
$   14,968
Federal funds sold
16,627
9,701
11,570
Interest-bearing deposits in banks
3,847
3,312
4,221
     Cash and cash equivalents
42,993
28,101
30,759
Securities available for sale, at fair value (amortized
     
   cost of $92,834, $79,447 and $61,200)
94,990
81,619
61,803
Loans held for sale
269
291
326
Loans, net of allowance for loan losses of $16,880,
     
   $13,300 and $12,390
850,356
851,674
842,057
Premises and equipment, net
15,862
11,107
11,196
Other real estate owned
10,252
8,100
6,168
Bank-owned life insurance
6,375
6,216
6,160
Goodwill and other intangible assets, net
2,534
2,642
2,678
Other assets
17,727
17,534
20,194
          Total assets
$ 1,041,358
$ 1,007,284
$ 981,341
       
Liabilities
     
Deposits:
     
   Noninterest-bearing
$     80,781
$     82,723
$   86,290
   Interest-bearing demand
116,376
128,965
118,951
   Savings
16,314
14,370
14,572
   Money market
227,744
199,194
186,659
   Time deposits
439,896
406,763
397,011
          Total deposits
881,111
832,015
803,483
Short-term borrowings
49,988
67,787
67,782
Federal Home Loan Bank advances – long-term
15,665
10,169
11,756
Subordinated debt to nonconsolidated subsidiaries
10,310
10,310
10,310
Other liabilities
5,235
6,071
8,415
          Total liabilities
962,309
926,352
901,746
       
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 5,933,789
5,934
5,934
5,934
Additional paid-in capital
38,584
38,516
38,496
Retained earnings
32,740
33,552
33,514
Treasury stock, at cost, 1,443, 318 and 318 shares
(4)
(4)
(4)
Accumulated other comprehensive income, net
1,795
2,934
1,655
          Total shareholders' equity
79,049
80,932
79,595
          Total liabilities and shareholders' equity
$ 1,041,358
$ 1,007,284
$ 981,341

The accompanying notes are an integral part of these consolidated financial statements.

 
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The Savannah Bancorp, Inc. and Subsidiaries
Consolidated Statements of Operations
($ in thousands, except per share data)
(Unaudited)

 
For the
Three Months Ended
September 30,
For the
Nine Months Ended
September 30,
 
2009
2008
2009
2008
Interest and dividend income
       
Loans, including fees
$ 11,786
$ 13,333
$ 35,282
$ 40,991
Loans held for sale
-
20
6
52
Investment securities:
       
   Taxable
872
665
2,615
2,016
   Tax-exempt
45
23
86
67
Dividends
15
34
30
181
Deposits with banks
11
30
36
131
Federal funds sold
8
31
12
117
        Total interest and dividend income
12,737
14,136
38,067
43,555
Interest expense
       
Deposits
4,057
5,391
12,802
16,873
Short-term borrowings
272
269
769
1,289
Federal Home Loan Bank advances
86
82
219
214
Subordinated debt
82
143
287
471
         Total interest expense
4,497
5,885
14,077
18,847
Net interest income
8,240
8,251
23,990
24,708
Provision for loan losses
3,560
1,505
10,505
3,730
Net interest income after
       
  provision for loan losses
4,680
6,746
13,485
20,978
Noninterest income
       
Trust and asset management fees
580
713
1,738
2,157
Service charges on deposit accounts
446
513
1,345
1,434
Mortgage related income, net
89
86
340
235
Other operating income
324
296
916
902
Gain on hedges
184
430
825
714
Gain on sale of securities
604
-
978
134
          Total noninterest income
2,227
2,038
6,142
5,576
Noninterest expense
       
Salaries and employee benefits
2,938
3,479
9,287
10,441
FDIC deposit insurance
396
154
1,510
479
Occupancy and equipment
1,242
967
2,702
2,766
Information technology
452
424
1,341
1,212
Loss on sale of foreclosed assets
220
17
1,269
1
Other operating expense
1,228
1,210
3,581
3,637
          Total noninterest expense
6,476
6,251
19,690
18,536
Income (loss) before income taxes
431
2,533
(63)
8,018
Income tax (benefit) expense
85
895
(230)
2,790
Net income
$       346
$   1,638
$    167
      $   5,228
Net income per share:
       
    Basic
$      0.06
$     0.28
$   0.03
$     0.88
    Diluted
$      0.06
$     0.28
$   0.03
$     0.88
Dividends per share
$    0.020
$   0.125
$    0.165
$   0.375

The accompanying notes are an integral part of these consolidated financial statements.

 
- 4 - 

 

The Savannah Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
  ($ in thousands, except share data)
(Unaudited)
 
 
 
          For the
          Nine Months Ended
          September 30,
 
2009
2008
Common shares issued
   
Shares, beginning of period
5,933,789
5,923,797
Common stock issued
-
6,211
Exercise of options
-
3,781
Shares, end of period
5,933,789
5,933,789
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
-
6
Exercise of options
-
4
Balance, end of period
5,934
5,934
Additional paid-in capital
   
Balance, beginning of period
38,516
38,279
Common stock issued, net of issuance costs
-
68
Stock-based compensation, net
68
117
Exercise of options
-
32
Balance, end of period
38,584
38,496
Retained earnings
   
Balance, beginning of period
33,552
30,512
Net income
167
5,228
Dividends
(979)
(2,226)
Balance, end of period
32,740
33,514
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
23
(133)
Change in fair value and gains on termination of derivative
   
   instruments, net of tax
(1,162)
227
Balance, end of period
1,795
1,655
Total shareholders' equity
$ 79,049
$ 79,595

Other comprehensive (loss) income, net
   
Net income
$       167
$   5,228
Change in unrealized gains/losses on securities
   
   available for sale, net of tax
23
(133)
Change in fair value and gains on termination of derivative
   
   instruments, net of tax
(1,162)
227
Other comprehensive (loss) income, net
$   (972)
$   5,322

The accompanying notes are an integral part of these consolidated financial statements.

 
- 5 - 

 

The Savannah Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
  ($ in thousands)
(Unaudited)
 
 
 
          For the
          Nine Months Ended
          September 30,
 
2009
2008
Operating activities
   
Net income
$      167
$   5,228
Adjustments to reconcile net income to cash
   
  provided by operating activities:
   
    Provision for loan losses
10,505
3,730
    Loans originated for sale
-
(10,168)
    Proceeds from sale of loans originated for sale
22
10,069
    Net amortization (accretion) of securities
23
(94)
    Depreciation and amortization
1,137
983
    Accretion of gain on termination of derivatives
(1,749)
(1,194)
    Proceeds from termination of derivatives
1,299
2,369
    Non cash stock-based compensation expense
110
117
    (Increase) decrease in deferred income taxes, net
(1,400)
586
    Gain on sale of loans and securities, net
(978)
(181)
    Loss on sale of foreclosed assets
1,269
1
    Write-down of other real estate owned
100
86
    Equity in net income of nonconsolidated subsidiary
(64)
(68)
    Increase in CSV of bank-owned life insurance policies
(159)
(175)
    Change in other assets and other liabilities, net
(280)
288
          Net cash provided by operating activities
10,002
11,577
Investing activities
   
Activity in available for sale securities
   
     Purchases
(59,805)
(21,015)
     Sales
30,882
4,168
     Maturities and calls
16,491
16,116
Loan originations and principal collections, net
(16,130)
(55,311)
Proceeds from sale of foreclosed assets
3,422
1,168
Disposition of premises and equipment
263
-
Additions to premises and equipment
(6,047)
(5,241)
           Net cash used in investing activities
(30,924)
(60,115)
Financing activities
   
Net decrease in noninterest-bearing deposits
(1,942)
(2,213)
Net increase in interest-bearing deposits
51,038
41,478
Net decrease in short-term borrowings
(17,799)
(2,817)
Net increase in FHLB advances – long-term
5,496
8,783
Payment on note payable
-
(1,122)
Dividends paid
(979)
(2,226)
Issuance of common stock
-
74
Exercise of options
-
36
          Net cash provided by financing activities
35,814
41,993
Increase (decrease) in cash and cash equivalents
14,892
(6,545)
Cash and cash equivalents, beginning of period
28,101
37,304
Cash and cash equivalents, end of period
$ 42,993
$ 30,759

The accompanying notes are an integral part of these consolidated financial statements.

 
- 6 - 

 

The Savannah Bancorp, Inc. and Subsidiaries
Condensed Notes to Consolidated Financial Statements
For the Nine Months Ended September 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 September 30, 2009, but prior to November 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 nine month period ended September 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.

Effective July 1, 2009, the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) became the single source of authoritative nongovernmental generally accepted accounting principles (“GAAP”) in the United States of America.  Other than resolving certain minor inconsistencies in current GAAP, the ASC is not intended to change GAAP, but rather to make it easier to review and research GAAP applicable to a particular transaction or specific accounting issue.  Technical references to GAAP included in these Condensed Notes to Consolidated Financial Statements are provided under the new ASC structure.


Note 2 - Restrictions on Cash and Demand Balances Due from Banks and Interest-Bearing Bank Balances

The Savannah Bank, N.A. and Bryan Bank & Trust (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 $282,000, $507,000 and $449,000 were required as of September 30, 2009, December 31, 2008 and September 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 $3,300,000 at September 30, 2009, December 31, 2008 and September 30, 2008, respectively.


Note 3 - 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
For the
 
Three Months Ended
Nine Months Ended
 
September 30,
September 30,
(Amounts in thousands)
2009
2008
2009
2008
Average number of common shares outstanding - basic
5,932
5,930
5,933
5,929
Effect of dilutive options
4
13
3
20
Average number of common shares outstanding - diluted
5,936
5,943
5,936
5,949

 
  - 7 -

 

Note 4 - Securities Available for Sale

The aggregate amortized cost and fair value of securities available for sale as of September 30, 2009 were as follows:

($ in thousands)
Amortized
Unrealized
Unrealized
Fair
 
Cost
Gains
Losses
Value
Investment securities:
       
   U. S. government-sponsored agencies
$   5,217
$    327
$      -
$   5,544
   Mortgage-backed securities
78,818
1,749
(41)
80,526
   State and municipal
5,039
121
-
5,160
   Restricted equity securities
3,760
-
-
3,760
Total investment securities
$ 92,834
$ 2,197
$ (41)
$ 94,990

At September 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 September 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 in one year or less
$   2,095
$   2,095
   Due after one year through five years
2,380
2,468
   Due after five years through ten years
3,456
3,734
   Due after ten years
2,325
2,407
   Mortgage-backed securities
78,818
80,526
   Restricted equity securities
3,760
3,760
Total investment securities
$ 92,834
$ 94,990

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 - Fair Value of Financial Instruments

Fair Value Measurements

Fair value is 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.  GAAP 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 three levels of inputs that may be used to measure fair value are as follows:

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.

 
                         
- 8 - 
 

 

Note 5 - Fair Value of Financial Instruments (continued)

Recurring 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 on a recurring basis are summarized below:

   
Fair Value Measurements at September 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
$ 94,990
$        -
$ 91,230
$ 3,760
Loans held for sale
269
-
269
-

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 on a nonrecurring basis are summarized below:

   
Carrying Values at September 30, 2009
($ in thousands)
Total
(Level 1)
(Level 2)
(Level 3)
Impaired loans
$ 31,673
-
-
$ 31,673
OREO
10,252
-
-
10,252


($ in thousands)
Impaired loans
OREO
Balance at December 31, 2008
$ 37,730
$   8,100
     Total gains for the year
-
32
     Total losses for the year
-
(1,401)
     Net transfers in/out Level 3
(6,057)
3,521
Balance at September 30, 2009
$ 31,673
$ 10,252

 
                         
- 9 - 
 

 

Note 5 - Fair Value of Financial Instruments (continued)

Fair Value Disclosures

The Company is required to disclose the estimated fair value of its financial instruments.  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 the Company’s financial instruments at September 30 are as follows:

 
2009
($ in thousands)
 
Estimated
 
Carrying
Fair
 
Value
Value
Financial assets:
   
Cash and federal funds sold
$   39,146
$   39,146
Interest-bearing deposits
3,847
3,847
Securities available for sale
94,990
94,990
Loans held for sale
269
269
Loans, net of allowance for loan losses
850,356
847,089
Accrued interest receivable
4,159
4,159
     
Financial liabilities:
   
Deposits
881,111
884,516
Short-term borrowings
49,988
49,988
FHLB advances – long-term
15,665
16,040
Subordinated debt to nonconsolidated subsidiaries
10,310
10,310
Accrued interest payable
1,999
1,999


 
                         
- 10 - 
 

 

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 September 30, 2009 and 2008 and results of operations for the three and nine month periods ended September 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.

 
                         
- 11 - 
 

 

The Savannah Bancorp, Inc. and Subsidiaries
Third Quarter Financial Highlights
  ($ in thousands, except share data)
(Unaudited)

Balance Sheet Data at September 30
2009 
 
2008  
 
% Change
Total assets
$ 1,041,358  
 
$ 981,341  
 
6.1
Interest-earning assets
955,120  
 
914,010  
 
4.5
Loans
867,236  
 
854,447  
 
1.5
Other real estate owned
10,252  
 
6,168  
 
66
Deposits
881,111  
 
803,483  
 
9.7
Interest-bearing liabilities
876,293  
 
807,041  
 
8.6
Shareholders' equity
79,049  
 
79,595  
 
(0.7)
Loan to deposit ratio
98.43  
%
106.34  
%
(7.4)
Equity to assets
7.59  
%
8.11  
%
(6.4)
Tier 1 capital to risk-weighted assets
10.27  
%
10.32  
%
(0.5)
Total capital to risk-weighted assets
11.53  
%
11.58  
%
(0.4)
Outstanding shares
5,932  
 
5,934  
 
0.0
Book value per share
$      13.33  
 
$    13.41  
 
(0.6)
Tangible book value per share
$      12.90  
 
$    12.96  
 
(0.5)
Market value per share
$        8.10  
 
$    13.25  
 
(39)
           
Loan Quality Data
         
Nonaccruing loans
$   25,694  
 
$ 17,753  
 
45
Loans past due 90 days – accruing
307  
 
4,274  
 
(93)
Net charge-offs
6,925  
 
4,204  
 
65
Allowance for loan losses
16,880  
 
12,390  
 
36
Allowance for loan losses to total loans
1.95  
%
1.45  
%
34
Nonperforming assets to total assets
3.48  
%
2.87  
%
21
           
Performance Data for the Third Quarter
         
Net income
$       346  
 
$    1,638  
 
(79)
Return on average assets
0.13  
%
0.68  
%
(81)
Return on average equity
1.73  
%
8.24  
%
(79)
Net interest margin
3.47  
%
3.63  
%
(4.4)
Efficiency ratio
61.87  
%
60.75  
%
1.8
Per share data:
         
Net income – basic
$      0.06  
 
$      0.28  
 
(79)
Net income – diluted
$      0.06  
 
$      0.28  
 
(79)
Dividends
$    0.020  
 
$    0.125  
 
(84)
Average shares (000s):
         
Basic
5,932  
 
5,930  
 
0.0
Diluted
5,936  
 
5,943  
 
(0.1)

Performance Data for the First Nine Months
         
Net income
$       167  
 
$    5,228  
 
(97)
Return on average assets
0.02  
%
0.74  
%
(97)
Return on average equity
0.28  
%
8.88  
%
(97)
Net interest margin
3.45  
%
3.70  
%
(6.8)
Efficiency ratio
65.35  
%
61.21  
%
6.8
Per share data:
         
Net income – basic
$      0.03  
 
$      0.88  
 
(97)
Net income – diluted
$      0.03  
 
$      0.88  
 
(97)
Dividends
$    0.165  
 
$    0.375  
 
(56)
Average shares (000s):
         
Basic
5,933  
 
5,929  
 
0.1
Diluted
5,936  
 
5,949  
 
(0.2)

 
                         
- 12 - 
 

 

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 nine month periods ended September 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" and Bryan Bank & Trust is referred to as “Bryan.”  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 and Bryan 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 September 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.

Effective September 30, 2009, the Company merged the charter of Harbourside Community Bank (“Harbourside”) into Savannah.  The two branches of Harbourside increase the total number of Savannah branches to eight.

Savannah and Bryan are in the relatively diverse and growing Savannah Metropolitan Statistical Area (“MSA”).  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 much slower commercial and residential growth. Coastal Georgia and South Carolina continue to be desired retiree residential destinations as well as travel destinations.  The Savannah MSA and Coastal South Carolina markets have both experienced some level of devaluation 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.

 
                         
- 13 - 
 

 

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 September 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 $16,880,000, or 1.95 percent of total loans, at September 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 nine months ended September 30, 2009, the Company reported net charge-offs of $6,925,000 compared to net charge-offs of $4,204,000 for the same period in 2008.

During the first nine months of 2009 and 2008, a provision for loan losses of $10,505,000 and $3,730,000, 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.

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 $25,694,000 and loans past due 90 days or more of $307,000 totaled $26,001,000, or 3.00 percent of gross loans, at September 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 typically writes down loans through a charge to the allowance when it determines they are impaired.  Nonperforming assets also included $10,252,000 and $8,100,000 of other real estate owned at September 30, 2009 and December 31, 2008, respectively.  Management is aggressively pricing and marketing the other real estate owned.

At September 30, 2009 nonperforming loans consisted primarily of $13.2 million of improved real estate-secured loans and $12.4 million of land, lot and construction and development related loans.  Less than one percent of the nonperforming loans were unsecured.  Nonperforming loans included one relationship consisting of four loans for $7.6 million to a residential developer in the Hilton Head Island/Bluffton, South Carolina (“HHI/Bluffton”) market.  The loans are secured by residential land and lots.  Approximately $1,113,000 of the allowance was allocated to this relationship as a general reserve.  The next largest nonperforming relationship included nine 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 as well as residential lots.  The Company charged-off $1,139,000 in 2009 and has $41,000 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 $600,000.  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.

 
                         
- 14 - 
 

 

Impairment of Loans

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 or writes down the loan balance 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 September 30, 2009.

 
2009
2008
 
Third
Second
First
Fourth
Third
($ in thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
           
Allowance for loan losses
         
Balance at beginning of period
$ 15,597
$ 15,309
$ 13,300
$ 12,390
 $ 12,445
Provision for loan losses
3,560
3,225
3,720
2,270
1,505
Net charge-offs
(2,277)
(2,937)
(1,711)
(1,360)
(1,560)
Balance at end of period
$ 16,880
$ 15,597
$ 15,309
$ 13,300
$ 12,390
           
As a % of loans
1.95%
1.81%
1.77%
1.54%
1.45%
As a % of nonperforming loans
64.92%
56.99%
63.27%
48.18%
56.25%
As a % of nonperforming assets
46.56%
46.22%
47.05%
37.25%
43.94%
           
Net charge-offs as a % of average loans (a)
1.07%
1.41%
0.82%
0.65%
0.75%
           
Risk element assets
         
Nonaccruing loans
$ 25,694
$ 24,994
$ 23,927
 $ 26,277
 $ 17,753
Loans past due 90 days – accruing
307
2,374
268
1,326
4,274
Total nonperforming loans
26,001
27,368
24,195
27,603
22,027
Other real estate owned
10,252
6,377
8,342
8,100
6,168
    Total nonperforming assets
$ 36,253
$ 33,745
$ 32,537
 $ 35,703
$ 28,195
           
Loans past due 30-89 days
$   8,122
$   6,670
$ 16,906
$   8,269
$   8,841
           
Nonperforming loans as a % of loans
3.00%
3.17%
2.80%
3.19%
2.58%
Nonperforming assets as a % of loans
         
   and other real estate owned
4.13%
3.88%
3.73%
4.09%
3.28%
Nonperforming assets as a % of assets
3.48%
3.31%
3.25%
3.54%
2.87%
           
(a) Annualized
         

Impaired loans totaled $31,673,000 and $37,730,000 at September 30, 2009 and December 31, 2008, respectively.

 
                         
- 15 - 
 

 

Results of Operations

Third Quarter, 2009 Compared to the Third Quarter, 2008

Net income for the third quarter 2009 was $346,000, compared to net income of $1,638,000 in the third quarter 2008.  Net income per diluted share was 6 cents in the third quarter 2009 compared to 28 cents per diluted share in the third quarter 2008, a decrease of 79 percent.  The decline in third quarter earnings results primarily from a higher provision for loan losses and higher FDIC insurance premiums.  Return on average equity was 1.73 percent, return on average assets was 0.13 percent and the efficiency ratio was 61.87 percent in the third quarter 2009.

Third quarter average interest-earning assets increased 4.5 percent to $943 million in 2009 from $902 million in 2008.  Third quarter net interest income was $8,240,000 in 2009 compared to $8,251,000 in 2008.  Third quarter average loans were $842 million in 2009, 1.4 percent higher when compared to $830 million in 2008.  Shareholders' equity was $79.0 million at September 30, 2009 compared to $79.6 million at September 30, 2008. The Company's total capital to risk-weighted assets ratio was 11.53 percent at September 30, 2009, which exceeds the 10 percent required by the regulatory agencies to maintain well-capitalized status.  Third quarter net interest margin decreased to 3.47 percent in 2009 from 3.63 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 September 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 declined five basis points compared to the second quarter 2009.

As shown in Table 1, the Company’s balance sheet continues to be slightly 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.  In addition the Company has instituted interest rate floors on many variable rate loans such that the loans will not reprice in a rising rate environment until the floating rate exceeds the floor.

Third quarter provision for loan losses was $3,560,000 for 2009, compared to $1,505,000 for the comparable period in 2008.  Third quarter net charge-offs were $2,277,000 for 2009 compared to $1,560,000 in the same quarter in 2008.  Loans increased $5 million in the third quarter 2009 compared to $16 million in the third quarter 2008.  The higher provision for loan losses was primarily related to charge-offs and continued weakness in the Company’s local residential real estate markets.

Noninterest income increased $189,000, or 9.3 percent in the third quarter 2009 versus the same period in 2008.  The increase was due to a gain on sale of securities of $604,000 partially offset by lower trust and asset management fees, lower service charges on deposits and a lower gain on hedges.

Noninterest expense increased to $6,476,000, up $225,000 or 3.6 percent, in the third quarter 2009 compared to the third quarter 2008.  Third quarter 2009 noninterest expense included $242,000 of higher FDIC insurance premiums and a loss on sale of foreclosed assets of $220,000.  The remainder of the increase was due to $275,000 higher occupancy and equipment expense offset by a $541,000 decrease in salaries and employee benefits.

The third quarter income tax expense was $85,000 in 2009 compared to $895,000 in 2008.  The combined effective federal and state income tax rates were 19.7 percent and 35.3 percent in the third quarter of 2009 and 2008, respectively.  The lower income tax rate in the third 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.

 
                         
- 16 - 
 

 

First Nine Months, 2009 Compared to the First Nine Months, 2008

Net income in the first nine months 2009 was $167,000, down from $5,228,000 in the first nine months 2008, a decrease of 97 percent.  Net income per diluted share was 3 cents in the first nine months 2009 and 88 cents in the same period in 2008.  The decline in earnings results primarily from a significantly higher provision for loan losses, higher FDIC insurance premiums and a higher loss on sale of foreclosed assets.  Return on average equity was 0.28 percent, return on average assets was 0.02 percent and the efficiency ratio was 65.35 percent in the first nine months 2009.

Average interest-earning assets for the first nine months increased 4.5 percent to $930 million in 2009 from $890 million in 2008.  First nine months net interest income was $23,990,000 in 2009 compared to $24,708,000 in 2008, a decrease of $718,000 or 2.9 percent.  Average loans were $839 million for the first nine months of 2009, 2.7 percent higher when compared to $817 million in 2008.  The net interest margin decreased to 3.45 percent in the first nine months of 2009 from 3.70 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 nine months provision for loan losses was $10,505,000 for 2009, compared to $3,730,000 for 2008.  Net charge-offs for the first nine months were $6,925,000 for 2009 compared to $4,204,000 for 2008.  Changes in the provision are impacted as discussed under the "Allowance for Loan Losses" section above.  Loans increased $2 million in the first nine months of 2009, compared to loan growth of $46 million in the first nine months 2008.  The significantly higher provision for loan losses was primarily related to charge-offs and continued weakness in the Company’s local residential real estate markets.

Noninterest income was $6,142,000 in the first nine months 2009 compared to $5,576,000 in the same period in 2008, an increase of $566,000 or 10 percent.  The increase was primarily due to an $844,000 higher gain on sale of securities partially offset by $419,000 lower trust and asset management fees.

Noninterest expense was $19,690,000 in the first nine months of 2009 compared to $18,536,000 in 2008, an increase of $1,154,000 or 6.2 percent.  The increase was primarily due to higher FDIC insurance premiums of $1,031,000, a 215 percent increase, and a loss on sale of foreclosed assets of $1,269,000 partially offset by a decrease in salaries and benefits of $1,154,000, or 11 percent.  Occupancy and equipment expense was down slightly and information technology expense increased $129,000, or 11 percent.

The first nine months income tax benefit was $230,000 in 2009 and income tax expense was $2,790,000 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.

 
                         
- 17 - 
 

 

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 increased $2 million the first nine months of 2009.  The $49 million increase in deposits was used primarily to increase our cash and cash equivalents, to purchase investment securities and to pay down short-term borrowings.

Average total assets increased 6.3 percent to $1.01 billion in the first nine months of 2009 from $950 million in the same period in 2008.  Total assets were $1.04 billion and $981 million at September 30, 2009 and 2008, respectively, an increase of 6.0 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 September 30, 2009 and 2008 as accumulated other comprehensive income (loss), net of tax.

Brokered time deposits and institutional money market accounts totaled $200 million at September 30, 2009 compared to $222 million at December 31, 2008.  At September 30, 2009 and December 31, 2008, brokered time deposits include $35 million and $38 million, respectively, of reciprocal deposits from the Company’s 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 September 30, 2009 and December 31, 2008, including a more detailed breakdown of real estate-secured loans by collateral type and purpose.

($ in thousands)
9/30/09
% of
Total
12/31/08
% of
Total
%
Dollar
Change
Non-residential real estate
         
    Owner-occupied
 $ 129,971
15
 $ 137,742
16
(5.6)
    Non owner-occupied
151,799
17
124,502
14
22
    Construction
5,120
1
26,965
3
(81)
    Commercial land and lot development
47,555
6
42,590
5
12
Total non-residential real estate
334,445
39
331,799
38
(0.8)
Residential real estate
         
    Owner-occupied – 1-4 family
93,848
11
89,774
10
4.5
    Non owner-occupied – 1-4 family
155,265
18
147,396
17
5.3
    Construction
26,156
3
43,431
5
(40)
    Residential land and lot development
96,822
11
98,715
12
(1.9)
    Home equity lines
57,261
6
55,092
6
3.9
Total residential real estate
429,352
49
434,408
50
(1.2)
Total real estate loans
763,797
88
766,207
88
(0.3)
Commercial
88,478
10
81,348
10
8.8
Consumer
15,250
2
17,628
2
(13)
Unearned fees, net
(289)
 -
(209)
 -
38
Total loans, net of unearned fees
$ 867,236
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 September 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 $76.5 million, or 7.35 percent of total assets at September 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
Minimum
Capitalized
           
Qualifying Capital
         
Tier 1 capital
$ 84,720
$ 60,069
$ 21,763
-
-
Total capital
95,108
67,621
24,306
-
-
           
Leverage Ratios
         
Tier 1 capital to average assets
8.27%
7.88%
8.82%
4.00%
5.00%
           
Risk-based Ratios
         
Tier 1 capital to risk-weighted assets
10.27%
10.01%
10.76%
4.00%
6.00%
Total capital to risk-weighted assets
11.53%
11.27%
12.01%
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

 
                         
- 19 - 
 

 

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 nine months of 2009, portfolio loans increased $2 million to $867 million while deposits increased $49 million to $881 million.  The Company had significant growth in local money market accounts and time deposits in 2009. The loan to deposit ratio was 98 percent at September 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 20 to 25 percent of assets.  In aggregate, the Subsidiary Banks had secured borrowing capacity of approximately $124 million with the FHLB of which $24 million was advanced at September 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.  The Subsidiary Banks were approved by the FRB under the borrower-in-custody of collateral (“BIC”) arrangement.  This temporary liquidity arrangement allows collateral to be maintained at the Subsidiary Banks rather than being delivered to the FRB or a third-party custodian.  At September 30, 2009, the Company had secured borrowing capacity of $123 million with the FRB and $11 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 September 30, 2009 was $25 million at one year, or 2.6 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 $44 million, or 4.6 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 September 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 nine 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 third quarter 2009 net interest margin decreased 5 basis points to 3.47 percent from 3.52 percent in the second quarter 2009.

The Company has implemented various strategies to reduce its asset-sensitive position, primarily through the increased use of fixed rate loans, loan level interest rate floors, short maturity funding sources and hedging strategies such as interest rate floors, collars and swaps.  These actions have reduced the Company’s exposure to falling interest rates.  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
 
 
                         
- 20 - 
 

 
 
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.  At September 30, 2009, the Company did not have any active derivative positions.

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 September 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
$          -
$     8,239
$   18,945
$   43,505
$    7,867
$   14,278
$   92,834
Interest-bearing deposits
3,065
192
335
255
-
-
3,847
Federal funds sold
16,627
-
-
-
-
-
16,627
Loans held for sale
-
269
-
-
-
-
269
Loans - fixed rates
-
88,087
150,440
157,903
48,306
29,091
473,827
Loans - variable rates
-
352,100
7,589
4,624
2,685
718
367,716
Total interest-earnings assets
19,692
448,887
177,309
206,287
58,858
44,087
955,120
Interest-bearing liabilities
             
NOW and savings
-
6,634
13,269
33,172
39,807
39,808
132,690
Money market accounts
-
99,122
52,961
30,263
45,398
-
227,744
Time deposits
-
147,173
241,668
38,777
12,032
246
439,896
Short-term borrowings
23,988
26,000
-
-
-
-
49,988
FHLB advances - long-term
-
-
4
5,511
11
10,139
15,665
Subordinated debt
-
10,310
-
-
-
-
10,310
Total interest-bearing liabilities
23,988
289,239
307,902
107,723
97,248
50,193
876,293
Gap-Excess assets (liabilities)
(4,296)
159,648
(130,593)
98,564
(38,390)
(6,106)
78,827
Gap-Cumulative
$ (4,296)
$ 155,352
$     24,759
$ 123,323
$   84,933
$ 78,827
$   78,827
Cumulative sensitivity ratio *
0.82
1.50
1.04
1.17
1.10
1.09
1.09
 
*   Cumulative interest-earning assets / cumulative interest-bearing liabilities

 
                         
- 21 - 
 

 

Table 2 – Average Balance Sheet and Rate/Volume Analysis –Third 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 third quarter of 2009 and 2008.

           
Taxable-Equivalent
 
(a) Variance
Average Balance
Average Rate
   
Interest (b)
 
Attributable to
QTD
QTD
QTD
QTD
   
QTD
QTD
Vari-
   
9/30/09
9/30/08
9/30/09
9/30/08
   
9/30/09
9/30/08
ance
Rate
Volume
($ in thousands)
(%)
   
($ in thousands)
 
($ in thousands)
         
Assets
         
$       4,471
$    5,530
0.98
2.15
 
Interest-bearing deposits
$     11
$      30
$   (19)
$    (16)
$      (3)
81,799
57,053
4.31
4.88
 
Investments - taxable
888
702
186
(82)
268
3,976
1,912
5.09
5.39
 
Investments - non-taxable
51
26
25
  (1)
26
10,692
6,356
0.30
1.94
 
Federal funds sold
8
31
(23)
(26)
3
48
1,189
0.00
6.67
 
Loans held for sale
-
20
(20)
(20)
-
842,250
829,952
5.55
6.37
 
Loans (c)
11,787
13,334
(1,547)
(1,715)
168
943,236
901,992
5.36
6.22
 
Total interest-earning assets
12,745
14,143
(1,398)
(1,955)
557
83,635
62,770
     
Noninterest-earning assets
         
$1,026,871
$964,762
     
Total assets
         
                     
         
Liabilities and equity
         
         
Deposits
         
$   119,632
$118,182
0.44
1.15
 
   NOW accounts
133
344
(211)
(211)
-
16,210
15,450
0.64
0.90
 
   Savings accounts
26
35
(9)
(10)
1
146,032
134,961
1.72
2.42
 
   Money market accounts
634
822
(188)
(238)
50
80,315
71,632
1.26
2.40
 
   MMA - institutional
256
433
(177)
(206)
29
163,351
150,487
3.23
4.28
 
   CDs, $100M or more
1,330
1,625
(295)
(398)
103
116,761
95,919
1.77
3.26
 
   CDs, broker
522
787
(265)
(360)
95
147,381
133,062
3.11
4.01
 
   Other time deposits
1,156
1,345
(189)
(302)
113
789,682
719,693
2.04
2.97
 
Total interest-bearing deposits
4,057
5,391
(1,334)
(1,687)
353
15,665
11,802
2.18
2.76
 
FHLB advances - long-term
86
82
4
(17)
21
42,998
52,162
2.51
2.03
 
Short-term borrowings
272
267
5
63
(58)
10,310
10,310
3.16
5.50
 
Subordinated debt
82
143
(61)
(61)
-
         
Total interest-bearing
         
858,655
793,967
2.08
2.94
 
    liabilities
4,497
5,883
(1,386)
(1,721)
335
81,960
83,562
     
Noninterest-bearing deposits
         
6,954
8,198
     
Other liabilities
         
79,302
79,035
     
Shareholders' equity
         
$1,026,871
$964,762
     
Liabilities and equity
         
   
3.28
3.28
 
Interest rate spread
         
   
3.47
3.63
 
Net interest margin
         
         
Net interest income
$ 8,248
$ 8,260
$ (12)
$ (234)
$   222
$   84,581
$108,025
     
Net earning assets
         
$ 871,642
$803,255
     
Average deposits
         
   
1.85
2.66
 
Average cost of deposits
         
97%
103%
     
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 $7 in the third quarter 2009 and 2008, respectively.
(c)  Average nonaccruing loans have been excluded from total average loans and categorized in noninterest-earning assets.

 
                         
- 22 - 
 

 

Table 3 – Average Balance Sheet and Rate/Volume Analysis –First Nine 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 nine months of 2009 and 2008.

           
Taxable-Equivalent
 
(a) Variance
Average Balance
Average Rate
   
Interest (b)
 
Attributable to
YTD
YTD
YTD
YTD
   
YTD
YTD
Vari-
   
9/30/09
9/30/08
9/30/09
9/30/08
   
9/30/09
9/30/08
ance
Rate
Volume
($ in thousands)
(%)
   
($ in thousands)
 
($ in thousands)
         
Assets
         
$       5,703
$    6,038
0.84
2.89
 
Interest-bearing deposits
$     36
$      131
$   (95)
$     (93)
$      (2)
76,717
57,646
4.62
5.09
 
Investments - taxable
2,651
2,203
448
(203)
651
2,348
1,915
5.58
5.50
 
Investments - non-taxable
98
79
19
  1
18
6,263
6,618
0.26
2.36
 
Federal funds sold
12
117
(105)
(104)
(1)
76
968
10.56
7.16
 
Loans held for sale
6
52
(46)
25
(71)
839,238
816,939
5.62
6.69
 
Loans (c)
35,288
40,997
(5,709)
(6,538)
829
930,345
890,124
5.47
6.52
 
Total interest-earning assets
38,091
43,579
(5,488)
(6,991)
1,503
81,433
59,689
     
Noninterest-earning assets
         
$1,011,778
$949,813
     
Total assets
         
                     
         
Liabilities and equity
         
         
Deposits
         
$ 122,543
$118,278
0.48
1.29
 
   NOW accounts
442
1,141
(699)
(717)
18
15,905
15,773
0.70
0.90
 
   Savings accounts
83
106
(23)
(24)
1
124,157
136,467
1.76
2.47
 
   Money market accounts
1,631
2,529
(898)
(725)
(173)
89,891
63,994
1.58
2.83
 
   MMA - institutional
1,060
1,361
(301)
(598)
297
156,011
148,809
3.48
4.67
 
   CDs, $100M or more
4,058
5,219
(1,161)
(1,324)
163
117,660
78,462
2.20
3.66
 
   CDs, broker
1,939
2,153
(214)
(857)
643
143,510
131,476
3.34
4.42
 
   Other time deposits
3,589
4,364
(775)
(1,062)
287
769,677
693,259
2.22
3.24
 
Total interest-bearing deposits
12,802
16,873
(4,071)
(5,289)
1,218
13,413
9,812
2.18
2.91
 
FHLB advances - long-term
219
214
5
(54)
59
50,209
65,973
2.05
2.60
 
Short-term borrowings
769
1,289
(520)
(271)
(249)
10,310
10,310
3.72
6.09
 
Subordinated debt
287
471
(184)
(183)
(1)
         
Total interest-bearing
         
843,609
779,354
2.23
3.22
 
    liabilities
14,077
18,847
(4,770)
(5,771)
1,001
81,760
83,738
     
Noninterest-bearing deposits
         
6,488
8,105
     
Other liabilities
         
79,921
78,616
     
Shareholders' equity
         
$1,011,778
$949,813
     
Liabilities and equity
         
   
3.24
3.30
 
Interest rate spread
         
   
3.45
3.70
 
Net interest margin
         
         
Net interest income
$24,014
$ 24,732
$ (718)
$(1,220)
$   502
$   86,736
$110,770
     
Net earning assets
         
$ 851,437
$776,997
     
Average deposits
         
   
2.01
2.89
 
Average cost of deposits
         
99%
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 $24 in the first nine months of 2009 and 2008, respectively.
    (c) Average nonaccruing loans have been excluded from total average loans and categorized in noninterest-earning assets.

 
                         
- 23 - 
 

 

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 September 30, 2009, the Company had unfunded commitments to extend credit of $97 million and outstanding stand-by letters of credit of $3 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.

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
$ 15,665
$         -
$ 5,500
$      -
$ 10,165
Subordinated debt
10,310
-
-
-
10,310
Operating leases – buildings
2,077
489
775
685
128
Information technology contracts
2,994
1,213
1,781
-
-
Total
$ 31,046
$ 1,702
$ 8,056
$ 685
$ 20,603


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.

 
                         
- 24 - 
 

 

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.  None
Item 5.  Other Information.  None

Item 6.  Exhibits.

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


 
                         
- 25 - 
 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 


 
The Savannah Bancorp, Inc.
(Registrant)
   
Date:   11/10/09                                 
/s/ John C. Helmken II
John C. Helmken II
President and Chief Executive Officer
(Principal Executive Officer)
   
   
   
Date:       11/10/09                                 
/s/   Michael W. Harden, Jr.
Michael W. Harden, Jr.
Chief Financial Officer
(Principal Financial and Accounting Officer)



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 26 -
 
 
 

 
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