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 March 31, 2010
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
[
]
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 [ ]
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting
company)
|
Smaller
reporting company [ X ]
|
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: 5,937,689 common shares, $1.00 par value, at April 30,
2010.
The
Savannah Bancorp, Inc. and Subsidiaries
Form
10-Q Index
March
31, 2010
|
Page
|
|
|
Cover
Page
|
1
|
|
|
Form
10-Q Index
|
2
|
|
|
Part
I – Financial Information
|
|
|
|
Item
1. Financial Statements
|
|
|
|
Consolidated
Balance Sheets
|
|
March
31, 2010 and 2009 and December 31, 2009
|
3
|
|
|
Consolidated
Statements of Operations
|
|
for
the Three Months Ended March 31, 2010 and 2009
|
4
|
|
|
Consolidated
Statements of Changes in Shareholders’ Equity
|
|
for the Three
Months Ended March 31, 2010 and 2009
|
5
|
|
|
Consolidated
Statements of Cash Flows
|
|
for
the Three Months Ended March 31, 2010 and 2009
|
6
|
|
|
Condensed
Notes to Consolidated Financial Statements
|
7-11
|
|
|
Item
2. Management’s Discussion and Analysis of Financial
Condition
|
|
and Results of
Operations
|
12-23
|
|
|
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
|
23
|
|
|
Item
4. Controls and Procedures
|
23
|
|
|
|
|
Part
II – Other Information
|
|
Item
6. Exhibits
|
23
|
|
|
Signatures
|
24
|
Part
I – Financial Information
Item
1. Financial Statements
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Balance Sheets
($ in
thousands, except share data)
|
March
31,
|
December
31,
|
March
31,
|
|
2010
|
2009
|
2009
|
Assets
|
(Unaudited)
|
|
(Unaudited)
|
Cash
and due from banks
|
$ 45,685
|
$ 19,253
|
$ 23,180
|
Federal
funds sold
|
9,205
|
8,575
|
565
|
Interest-bearing
deposits in banks
|
5,259
|
12,707
|
6,460
|
Cash
and cash equivalents
|
60,149
|
40,535
|
30,205
|
Securities
available for sale, at fair value (amortized
|
|
|
|
cost
of $81,514, $86,596 and $72,131)
|
82,128
|
87,919
|
74,589
|
Loans,
net of allowance for loan losses of $19,611,
|
|
|
|
$17,678
and $15,309
|
848,905
|
866,208
|
849,617
|
Premises
and equipment, net
|
15,494
|
15,574
|
10,946
|
Other
real estate owned
|
7,374
|
8,329
|
8,342
|
Bank-owned
life insurance
|
6,155
|
6,434
|
6,271
|
Goodwill
and other intangible assets, net
|
2,462
|
2,498
|
2,606
|
Other
assets
|
23,978
|
23,011
|
17,324
|
Total
assets
|
$
1,046,645
|
$
1,050,508
|
$
999,900
|
|
|
|
|
Liabilities
|
|
|
|
Deposits:
|
|
|
|
Noninterest-bearing
|
$ 94,836
|
$ 82,557
|
$ 84,739
|
Interest-bearing
demand
|
120,643
|
143,559
|
116,804
|
Savings
|
18,266
|
16,893
|
16,219
|
Money
market
|
259,893
|
228,124
|
204,711
|
Time
deposits
|
408,154
|
413,436
|
420,046
|
Total
deposits
|
901,792
|
884,569
|
842,519
|
Short-term
borrowings
|
21,854
|
39,553
|
41,900
|
Other
borrowings
|
15,456
|
15,988
|
9,930
|
Federal
Home Loan Bank advances – long-term
|
15,662
|
15,664
|
10,167
|
Subordinated
debt to nonconsolidated subsidiaries
|
10,310
|
10,310
|
10,310
|
Other
liabilities
|
3,666
|
5,398
|
5,430
|
Total
liabilities
|
968,740
|
971,482
|
920,256
|
|
|
|
|
Shareholders'
equity
|
|
|
|
Preferred
stock, par value $1 per share:
|
|
|
|
authorized
10,000,000 shares, none issued
|
-
|
-
|
-
|
Common
stock, par value $1 per share: shares
|
|
|
|
authorized
20,000,000; issued 5,938,189, 5,933,789
|
|
|
|
and
5,933,789
|
5,938
|
5,934
|
5,934
|
Additional
paid-in capital
|
38,644
|
38,605
|
38,540
|
Retained
earnings
|
32,776
|
33,383
|
32,525
|
Treasury
stock, at cost, 500, 1,443 and 1,443 shares
|
(1)
|
(4)
|
(4)
|
Accumulated
other comprehensive income, net
|
548
|
1,108
|
2,649
|
Total
shareholders' equity
|
77,905
|
79,026
|
79,644
|
Total
liabilities and shareholders' equity
|
$
1,046,645
|
$
1,050,508
|
$
999,900
|
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
March
31,
|
|
2010
|
2009
|
Interest
and dividend income
|
|
|
Loans,
including fees
|
$
11,618
|
$
11,646
|
Investment
securities:
|
|
|
Taxable
|
478
|
881
|
Tax-exempt
|
72
|
17
|
Dividends
|
11
|
7
|
Federal
funds sold
|
6
|
2
|
Deposits
with banks
|
8
|
13
|
Total
interest and dividend income
|
12,193
|
12,566
|
Interest
expense
|
|
|
Deposits
|
3,275
|
4,481
|
Short-term
and other borrowings
|
331
|
255
|
Federal
Home Loan Bank advances
|
85
|
55
|
Subordinated
debt
|
73
|
109
|
Total
interest expense
|
3,764
|
4,900
|
Net
interest income
|
8,429
|
7,666
|
Provision
for loan losses
|
5,320
|
3,720
|
Net
interest income after
|
|
|
provision
for loan losses
|
3,109
|
3,946
|
Noninterest
income
|
|
|
Trust
and asset management fees
|
633
|
587
|
Service
charges on deposit accounts
|
455
|
467
|
Mortgage
related income, net
|
89
|
92
|
Gain
on sale of securities
|
467
|
184
|
Gain
on hedges
|
-
|
396
|
Other
operating income
|
636
|
283
|
Total
noninterest income
|
2,280
|
2,009
|
Noninterest
expense
|
|
|
Salaries
and employee benefits
|
3,040
|
3,351
|
Occupancy
and equipment
|
893
|
1,008
|
Information
technology
|
495
|
438
|
FDIC
deposit insurance
|
388
|
299
|
Loss
on sale and write-downs of foreclosed assets
|
528
|
164
|
Other
operating expense
|
1,083
|
1,215
|
Total
noninterest expense
|
6,427
|
6,475
|
Loss
before income taxes
|
(1,038)
|
(520)
|
Income
tax benefit
|
(550)
|
(235)
|
Net
loss
|
$ (488)
|
$ (285)
|
Net
loss per share:
|
|
|
Basic
|
$ (0.08)
|
$ (0.05)
|
Diluted
|
$ (0.08)
|
$ (0.05)
|
Dividends
per share
|
$ 0.020
|
$ 0.125
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Changes in Shareholders' Equity
($ in thousands, except share
data)
(Unaudited)
|
For
the
Three
Months Ended
March
31,
|
|
2010
|
2009
|
Common
shares issued
|
|
|
Shares,
beginning of period
|
5,933,789
|
5,933,789
|
Common
stock issued
|
4,400
|
-
|
Shares,
end of period
|
5,938,189
|
5,933,789
|
Treasury
shares owned
|
|
|
Shares,
beginning of period
|
1,443
|
318
|
Treasury
stock issued
|
(943)
|
-
|
Unvested
restricted stock
|
-
|
1,125
|
Shares,
end of period
|
500
|
1,443
|
Common
stock
|
|
|
Balance,
beginning of period
|
$ 5,934
|
$ 5,934
|
Common
stock issued
|
4
|
-
|
Balance,
end of period
|
5,938
|
5,934
|
Additional
paid-in capital
|
|
|
Balance,
beginning of period
|
38,605
|
38,
516
|
Common
stock issued
|
28
|
-
|
Stock-based
compensation, net
|
11
|
24
|
Balance,
end of period
|
38,644
|
38,
540
|
Retained
earnings
|
|
|
Balance,
beginning of period
|
33,383
|
33,552
|
Net
loss
|
(488)
|
(285)
|
Dividends
|
(119)
|
(742)
|
Balance,
end of period
|
32,776
|
32,525
|
Treasury
stock
|
|
|
Balance,
beginning and end of period
|
(4)
|
(4)
|
Treasury
stock issued
|
3
|
-
|
Balance,
end of period
|
(1)
|
(4)
|
Accumulated
other comprehensive income, net
|
|
|
Balance,
beginning of period
|
1,108
|
2,934
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of reclassification adjustment
|
(440)
|
176
|
Change
in fair value and gains on termination of derivative
|
|
|
instruments,
net of tax
|
(120)
|
(461)
|
Balance,
end of period
|
548
|
2,649
|
Total
shareholders' equity
|
$
77,905
|
$
79,644
|
Other
comprehensive loss
|
|
|
Net
loss
|
$ (488)
|
$ (285)
|
Change
in unrealized gains/losses on securities
|
|
|
available
for sale, net of reclassification adjustment
|
(440)
|
176
|
Change
in fair value and gains on termination of derivative
|
|
|
instruments,
net of tax
|
(120)
|
(461)
|
Other
comprehensive loss
|
$
(1,048)
|
$ (570)
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
($ in
thousands)
(Unaudited)
|
For
the
Three
Months Ended
March
31,
|
|
2010
|
2009
|
Operating
activities
|
|
|
Net
loss
|
$ (488)
|
$ (285)
|
Adjustments
to reconcile net loss to cash
|
|
|
provided
by operating activities:
|
|
|
Provision
for loan losses
|
5,320
|
3,720
|
Proceeds
from sale of loans originated for sale
|
-
|
242
|
Net
amortization of securities
|
308
|
27
|
Depreciation
and amortization
|
342
|
349
|
Accretion
of gain on termination of derivatives
|
(190)
|
(320)
|
Proceeds
from termination of derivatives
|
-
|
512
|
Non
cash stock-based compensation expense
|
18
|
38
|
Increase
in deferred income taxes, net
|
(428)
|
-
|
Gain
on sale of loans and securities, net
|
(467)
|
(184)
|
Loss
on sale and write-down of foreclosed assets
|
528
|
164
|
Equity
in net income of nonconsolidated subsidiary
|
-
|
(19)
|
Increase
in CSV of bank-owned life insurance policies
|
(29)
|
(55)
|
Change
in other assets and other liabilities, net
|
(1,866)
|
(1,140)
|
Net
cash provided by operating activities
|
3,048
|
3,049
|
Investing
activities
|
|
|
Activity
in available for sale securities
|
|
|
Purchases
|
(20,666)
|
(1,086)
|
Sales
|
21,131
|
4,721
|
Maturities
and calls
|
4,776
|
3,838
|
Loan
originations and principal collections, net
|
8,989
|
(2,863)
|
Proceeds
from sale of foreclosed assets
|
3,422
|
794
|
Additions
to premises and equipment
|
(226)
|
(152)
|
Proceeds
from life insurance
|
308
|
-
|
Net
cash provided by investing activities
|
17,734
|
5,252
|
Financing
activities
|
|
|
Net
increase in noninterest-bearing deposits
|
12,279
|
2,016
|
Net
increase in interest-bearing deposits
|
4,944
|
8,488
|
Net
decrease in short-term borrowings
|
(17,699)
|
(13,736)
|
Net
decrease in other borrowings
|
(532)
|
(2,221)
|
Net
decrease in FHLB advances – long-term
|
(2)
|
(2)
|
Payment
on note payable
|
(74)
|
-
|
Dividends
paid
|
(119)
|
(742)
|
Issuance
of common stock
|
32
|
-
|
Issuance
of treasury stock
|
3
|
-
|
Net
cash used in financing activities
|
(1,168)
|
(6,197)
|
Increase
in cash and cash equivalents
|
19,614
|
2,104
|
Cash
and cash equivalents, beginning of period
|
40,535
|
28,101
|
Cash
and cash equivalents, end of period
|
$
60,149
|
$
30,205
|
The
accompanying notes are an integral part of these consolidated financial
statements.
The
Savannah Bancorp, Inc. and Subsidiaries
Condensed
Notes to Consolidated Financial Statements
For
the Three Months Ended March 31, 2010 and 2009
(Unaudited)
Note
1 - Basis of Presentation
The
accompanying unaudited consolidated financial statements of The Savannah
Bancorp, Inc. (the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Securities and Exchange
Commission (“SEC”) Form 10-Q and Article S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three
month period ended March 31, 2010, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2010. 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, 2009. 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. 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 $277,000, $339,000 and $331,000 are
required as of March 31, 2010, December 31, 2009 and March 31, 2009,
respectively. The Company pledges 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 are $1,500,000, $11,500,000 and
$2,000,000 at March 31, 2010, December 31, 2009 and March 31, 2009,
respectively.
Note
3 - Earnings (Loss) Per Share
Basic
earnings (loss) per share represent net income (loss) divided by the weighted
average number of common shares outstanding during the
period. Diluted earnings (loss) per share reflect additional common
shares that would have been outstanding if dilutive potential common shares had
been issued, as well as any adjustment to income that would result from the
assumed issuance. Potential common shares that may be issued by the
Company relate solely to outstanding stock options, and are determined using the
treasury stock method. For the quarters ended March 31, 2010 and
2009, the Company excluded approximately 6,000 and 4,000 shares from the
calculation of diluted earnings (loss) per share due to their anti-dilutive
effect. Earnings (loss) per common share have been computed based on
the following:
|
For the
|
|
Three Months Ended
|
|
March 31,
|
(Amounts
in thousands)
|
2010
|
2009
|
Average
number of common shares outstanding - basic
|
5,936
|
5,933
|
Effect
of dilutive options
|
-
|
-
|
Average
number of common shares outstanding - diluted
|
5,936
|
5,933
|
Note
4 - Securities Available for Sale
The
aggregate amortized cost and fair value of securities available for
sale are as follows:
|
March
31, 2010
|
($
in thousands)
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|
Cost
|
Gains
|
Losses
|
Value
|
Investment
securities:
|
|
|
|
|
U.S.
government-sponsored enterprises (“GSE”)
|
$ 697
|
$ 38
|
$ -
|
$ 735
|
Mortgage-backed
securities - GSE
|
68,320
|
677
|
(222)
|
68,775
|
State
and municipal securities
|
8,737
|
121
|
-
|
8,858
|
Restricted
equity securities
|
3,760
|
-
|
-
|
3,760
|
Total
investment securities
|
$
81,514
|
$
836
|
$
(222)
|
$
82,128
|
|
|
|
|
|
December
31, 2009
|
($
in thousands)
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|
Cost
|
Gains
|
Losses
|
Value
|
Investment
securities:
|
|
|
|
|
U.S.
government-sponsored enterprises
|
$ 1,727
|
$ 136
|
$ -
|
$ 1,863
|
Mortgage-backed
securities - GSE
|
73,203
|
1,205
|
(120)
|
74,288
|
State
and municipal securities
|
7,906
|
108
|
(6)
|
8,008
|
Restricted
equity securities
|
3,760
|
-
|
-
|
3,760
|
Total
investment securities
|
$
86,596
|
$
1,449
|
$
(126)
|
$
87,919
|
At March
31, 2010, 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 March 31, 2010 is shown
below. Actual maturities may differ from contractual maturities
because issuers have the right to call or prepay obligations with or without
call or prepayment penalties.
($
in thousands)
|
Amortized
Cost
|
Fair
Value
|
Securities
available for sale:
|
|
|
Due
in one year or less
|
$ -
|
$ -
|
Due
after one year through five years
|
1,881
|
1,963
|
Due
after five years through ten years
|
1,006
|
1,013
|
Due
after ten years
|
6,547
|
6,617
|
Mortgage-backed
securities - GSE
|
68,320
|
68,775
|
Restricted
equity securities
|
3,760
|
3,760
|
Total
investment securities
|
$
81,514
|
$
82,128
|
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
Determination
of Fair Value
The
Company uses fair value measurements to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures. In
accordance with the accounting standards for fair value measurements and
disclosure, the fair value of a financial instrument is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Fair
value is best determined based upon quoted market prices. However, in
many instances, there are no quoted market prices for the Company’s various
financial instruments. In cases where quoted market prices are not
available, fair values are based on estimates using present value or other
valuation techniques. Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows. Accordingly, the fair value estimates may not be realized in
an immediate settlement of the instrument.
Note
5 - Fair Value of Financial Instruments (continued)
The
recent fair value guidance provides a consistent definition of fair value, which
focuses on exit price in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants at the measurement
date under current market conditions. If there has been a significant
decrease in the volume and level of activity for the asset or liability, a
change in valuation technique or the use of multiple valuation techniques may be
appropriate. In such instances, determining the price at which
willing market participants would transact at the measurement date under current
market conditions depends on the facts and circumstances and requires the use of
significant judgment. The fair value is a reasonable point within the
range that is most representative of fair value under current market
conditions.
In
accordance with this guidance, the Company groups its financial assets and
financial liabilities generally measured at fair value in three levels, based on
the markets in which the assets and liabilities are traded and the reliability
of the assumptions used to determine fair value:
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets
that the entity has the ability to access as of the measurement
date.
Level 2:
Significant other observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not
active, and other inputs that are observable or can be corroborated by
observable market data.
Level 3:
Significant unobservable inputs that are supported by little or no market
activity for the asset or liability. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models,
discounted cash flow methodologies, or similar techniques, as well as
instruments for which determination of fair value requires significant
management judgment or estimation.
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.
Derivative instruments
: Our
derivative instruments consist of loan level swaps. As such,
significant fair value inputs can generally be verified and do not typically
involve significant judgments by management.
Assets
and liabilities measured at fair value on a recurring basis are summarized
below:
|
|
Fair
Value Measurements at March 31, 2010 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
|
$
82,128
|
$ -
|
$
78,368
|
$
3,760
|
Derivative asset positions
|
59
|
-
|
59
|
-
|
Derivative liability positions
|
52
|
-
|
52
|
-
|
|
Carrying
|
Fair
Value Measurements at December 31, 2009 Using
|
($
in thousands)
|
Value
|
Level
1
|
Level
2
|
Level
3
|
Investment
securities
|
$
87,919
|
$ -
|
$
84,159
|
$
3,760
|
Derivative
asset positions
|
32
|
-
|
32
|
-
|
Derivative
liability positions
|
20
|
-
|
20
|
-
|
Note
5 - Fair Value of Financial Instruments (continued)
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 cost 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. Impaired loans measured
on a nonrecurring basis do not include pools of impaired loans.
Assets
and liabilities with an impairment charge during the current period and measured
at fair value on a nonrecurring basis are summarized below:
|
|
Carrying
Values at March 31, 2010
|
|
($
in thousands)
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Total
gain
(loss)
|
Impaired
loans
|
$
2,553
|
$ -
|
$ -
|
$
2,553
|
$
(1,604)
|
OREO
|
1,188
|
-
|
-
|
1,188
|
(422)
|
|
|
Carrying
Values at December 31, 2009
|
|
($
in thousands)
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Total
gain
(loss)
|
Impaired
loans
|
$
14,021
|
$ -
|
$ -
|
$
14,021
|
$
(5,613)
|
OREO
|
3,390
|
-
|
-
|
3,390
|
(841)
|
Fair
Value Disclosures
Accounting
standards require the disclosure of the estimated fair value of financial
instruments including those financial instruments for which the Company did not
elect the fair value option. The fair value represents management’s
best estimates based on a range of methodologies and assumptions.
Cash and
due from banks, federal funds sold, accrued interest receivable, all
non-maturity deposits, short-term borrowings, other 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.
Note
5 - Fair Value of Financial Instruments (continued)
Derivative instruments:
The
fair value of derivative instruments, consisting of interest rate contracts, is
equal to the estimated amount that the Company would receive or pay to terminate
the derivative instruments at the reporting date, taking into account current
interest rates and the credit-worthiness of the counterparties.
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 are as follows:
|
March
31, 2010
|
|
December
31, 2009
|
($
in thousands)
|
|
Estimated
|
|
|
Estimated
|
|
Carrying
|
Fair
|
|
Carrying
|
Fair
|
|
Value
|
Value
|
|
Value
|
Value
|
Financial
assets:
|
|
|
|
|
|
Cash
and federal funds sold
|
$ 54,890
|
$ 54,890
|
|
$ 27,828
|
$ 27,828
|
Interest-bearing
deposits
|
5,259
|
5,259
|
|
12,707
|
12,707
|
Securities
available for sale
|
82,128
|
82,128
|
|
87,919
|
87,919
|
Loans,
net of allowance for loan losses
|
848,905
|
846,490
|
|
866,208
|
873,705
|
Accrued
interest receivable
|
3,725
|
3,725
|
|
3,923
|
3,923
|
Derivative
asset positions
|
59
|
59
|
|
32
|
32
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
Deposits
|
901,792
|
904,048
|
|
884,569
|
887,969
|
Short-term
borrowings
|
21,854
|
21,854
|
|
39,553
|
39,553
|
Other
borrowings
|
15,456
|
15,456
|
|
15,988
|
15,988
|
FHLB
advances – long-term
|
15,662
|
16,110
|
|
15,664
|
16,094
|
Subordinated
debt to nonconsolidated subsidiaries
|
10,310
|
10,310
|
|
10,310
|
10,310
|
Accrued
interest payable
|
1,462
|
1,462
|
|
1,628
|
1,628
|
Derivative
liability positions
|
52
|
52
|
|
20
|
20
|
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
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 March 31,
2010 and 2009 and results of operations for the three month periods ended March
31, 2010 and 2009, the following analysis should be reviewed with other
information including the Company’s December 31, 2009 Annual Report on Form 10-K
and the Company’s Condensed Consolidated Financial Statements and the Notes
thereto included in this report.
The
Savannah Bancorp, Inc. and Subsidiaries
First
Quarter Financial Highlights
($ in
thousands, except share data)
(Unaudited)
Balance
Sheet Data at March 31
|
2010
|
|
2009
|
|
%
Change
|
Total
assets
|
$
1,046,645
|
|
$
999,900
|
|
4.7
|
Interest-earning
assets
|
928,915
|
|
920,205
|
|
0.9
|
Loans
|
868,516
|
|
864,926
|
|
0.4
|
Other
real estate owned
|
7,374
|
|
8,342
|
|
(12)
|
Deposits
|
901,792
|
|
842,519
|
|
7.0
|
Interest-bearing
liabilities
|
870,238
|
|
830,087
|
|
4.8
|
Shareholders'
equity
|
77,905
|
|
79,644
|
|
(2.2)
|
Loan
to deposit ratio
|
96.31
|
%
|
102.66
|
%
|
(6.2)
|
Equity
to assets
|
7.44
|
%
|
7.97
|
%
|
(6.6)
|
Tier
1 capital to risk-weighted assets
|
10.45
|
%
|
10.26
|
%
|
1.9
|
Total
capital to risk-weighted assets
|
11.71
|
%
|
11.52
|
%
|
1.6
|
Outstanding
shares
|
5,938
|
|
5,932
|
|
0.1
|
Book
value per share
|
$ 13.12
|
|
$ 13.42
|
|
(2.2)
|
Tangible
book value per share
|
$ 12.71
|
|
$ 12.98
|
|
(2.1)
|
Market
value per share
|
$ 10.61
|
|
$ 7.01
|
|
51
|
|
|
|
|
|
|
Loan
Quality Data
|
|
|
|
|
|
Nonaccruing
loans
|
$ 35,579
|
|
$
23,927
|
|
49
|
Loans
past due 90 days – accruing
|
1,146
|
|
268
|
|
328
|
Net
charge-offs
|
3,387
|
|
1,711
|
|
98
|
Allowance
for loan losses
|
19,611
|
|
15,309
|
|
28
|
Allowance
for loan losses to total loans
|
2.26
|
%
|
1.77
|
%
|
28
|
Nonperforming
assets to total assets
|
4.21
|
%
|
3.25
|
%
|
30
|
|
|
|
|
|
|
Performance
Data for the First Quarter
|
|
|
|
|
|
Net
loss
|
$ (488)
|
|
$ (285)
|
|
71
|
Return
on average assets
|
(0.19)
|
%
|
(0.12)
|
%
|
58
|
Return
on average equity
|
(2.50)
|
%
|
(1.43)
|
%
|
75
|
Net
interest margin
|
3.64
|
%
|
3.36
|
%
|
8.3
|
Efficiency
ratio
|
60.01
|
%
|
66.93
|
%
|
(10)
|
Per
share data:
|
|
|
|
|
|
Net
loss – basic
|
$ (0.08)
|
|
$ (0.05)
|
|
60
|
Net
loss – diluted
|
$ (0.08)
|
|
$ (0.05)
|
|
60
|
Dividends
|
$ 0.020
|
|
$ 0.125
|
|
(84)
|
Average
shares (000s):
|
|
|
|
|
|
Basic
|
5,936
|
|
5,933
|
|
0.1
|
Diluted
|
5,936
|
|
5,933
|
|
0.1
|
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 month period ended March 31,
2010 compared with the same period in 2009. 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 March 31, 2010, 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 (“Savannah 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, 2009.
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 March 31,
2010. 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,
recent charge-off levels, 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. No adjustment
in the allowance or significant adjustments to the Subsidiary Banks’ internally
classified loans were made as a result of their most recent regulatory
examinations.
The
allowance for loan losses totaled $19,611,000, or 2.26 percent of total loans,
at March 31, 2010. This is compared to an allowance of $17,678,000,
or 2.00 percent of total loans, at December 31, 2009. For the three
months ended March 31, 2010, the Company reported net charge-offs of $3,387,000
compared to net charge-offs of $1,711,000 for the same period in
2009. The significantly higher level of charge-offs resulted
primarily from continued weakness in the Company’s local residential real estate
markets particularly in the Bluffton / Hilton Head Island, South Carolina
(“Bluffton/HHI”) area.
During
the first three months of 2010 and 2009, a provision for loan losses of
$5,320,000 and $3,720,000, respectively, was added to the allowance for loan
losses. The higher provision for loans losses in 2010 was primarily
due to real estate-related charge-offs, continued weakness in the Company’s
local residential real estate markets, and level or declining real estate
values.
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
$35,579,000 and loans past due 90 days or more of $1,146,000 totaled
$36,725,000, or 4.23 percent of gross loans, at March 31,
2010. Nonaccrual loans of $32,545,000 and loans past due 90 days or
more of $1,570,000 totaled $34,115,000, or 3.86 percent of gross loans, at
December 31, 2009. 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 $7,374,000 and $8,329,000 of other real estate owned at
March 31, 2010 and December 31, 2009, respectively. Management is
aggressively pricing and marketing the other real estate owned.
At March 31, 2010
nonperforming loans consisted primarily of
$17.6
million of improved real estate-secured loans and $15.2 million of land, lot and
construction and development related loans
.
Less than
one percent of the nonperforming loans were unsecured. The largest
nonperforming relationship consists of four loans for $7.6 million to a
residential developer in the Bluffton/HHI market. The loans are
secured by residential land and lots. Approximately $1,054,000 of the
allowance was allocated to this relationship as a general reserve.
During
the first quarter 2010, the Company sold its largest piece of other real estate
owned, which had a carrying value of $2.4 million, for a loss of
$92,000.
The
Company continues to devote significant internal and external resources to
managing the past due and classified loans. The Company has performed
extensive internal and external loan review procedures and analyses on the loan
portfolio. The Company charges-down loans as appropriate before the
foreclosure process is complete and often before they are past due.
If the
allowance for loan losses had changed by five percent, the effect on our net
loss would have been approximately $650,000. If the allowance had to
be increased by this amount, it would not have changed the holding company or
the Subsidiary Banks’ status as well-capitalized financial
institutions.
Impairment of
Loans
The
Company measures impaired loans based on the present value of expected future
cash flows discounted at the loan’s effective interest rate, the loan’s
obtainable market price, or the fair value of the collateral if the loan is
collateral dependent. A loan is considered impaired when it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. A loan is not considered impaired during a period of delay
in payment if the ultimate collection of all amounts due is
expected. The Company maintains a valuation allowance or charges-down
the loan balance to the extent that the measure of value of an impaired loan is
less than the recorded investment.
Other Real Estate
Owned
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at fair value less costs to sell at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, management
periodically performs valuations of the foreclosed assets based on updated
appraisals, general market conditions, length of time the properties have been
held, and our ability and intention with regard to continued ownership of the
properties. The Company may incur additional write-downs of
foreclosed assets to fair value less costs to sell if valuations indicate a
further other than temporary deterioration in market conditions.
The
following table provides historical information regarding the allowance for loan
losses and nonperforming loans and assets for the most recent five quarters
ended March 31, 2010.
|
2010
|
2009
|
|
First
|
Fourth
|
Third
|
Second
|
First
|
($
in thousands)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
|
|
|
|
Balance
at beginning of period
|
$
17,678
|
$
16,880
|
$
15,597
|
$
15,309
|
$
13,300
|
Provision
for loan losses
|
5,320
|
2,560
|
3,560
|
3,225
|
3,720
|
Net
charge-offs
|
(3,387)
|
(1,762)
|
(2,277)
|
(2,937)
|
(1,711)
|
Balance
at end of period
|
$
19,611
|
$
17,678
|
$
16,880
|
$
15,597
|
$
15,309
|
|
|
|
|
|
|
As
a % of loans
|
2.26%
|
2.00%
|
1.95%
|
1.81%
|
1.77%
|
As
a % of nonperforming loans
|
53.40%
|
51.77%
|
64.92%
|
56.99%
|
63.27%
|
As
a % of nonperforming assets
|
44.47%
|
41.62%
|
46.56%
|
46.22%
|
47.05%
|
|
|
|
|
|
|
Net
charge-offs as a % of average loans (a)
|
1.63%
|
0.83%
|
1.07%
|
1.41%
|
0.82%
|
|
|
|
|
|
|
Risk
element assets
|
|
|
|
|
|
Nonaccruing
loans
|
$
35,579
|
$
32,545
|
$
25,694
|
$
24,994
|
$
23,927
|
Loans
past due 90 days – accruing
|
1,146
|
1,570
|
307
|
2,374
|
268
|
Total
nonperforming loans
|
36,725
|
34,115
|
26,001
|
27,368
|
24,195
|
Other
real estate owned
|
7,374
|
8,329
|
10,252
|
6,377
|
8,342
|
Total
nonperforming assets
|
$
44,099
|
$
42,444
|
$
36,253
|
$
33,745
|
$
32,537
|
|
|
|
|
|
|
Loans
past due 30-89 days
|
$
13,740
|
$ 5,182
|
$ 8,122
|
$ 6,670
|
$
16,906
|
|
|
|
|
|
|
Nonperforming
loans as a % of loans
|
4.23%
|
3.86%
|
3.00%
|
3.17%
|
2.80%
|
Nonperforming
assets as a % of loans
|
|
|
|
|
|
and
other real estate owned
|
5.03%
|
4.76%
|
4.13%
|
3.88%
|
3.73%
|
Nonperforming
assets as a % of assets
|
4.21%
|
4.04%
|
3.48%
|
3.31%
|
3.25%
|
|
|
|
|
|
|
(a)
Annualized
|
|
|
|
|
|
Impaired
loans, which include loans modified in troubled debt restructurings, totaled
$61,751,000 and $54,054,000 at March 31, 2010 and December 31, 2009,
respectively.
Results
of Operations
First
Quarter, 2010 Compared to the First Quarter, 2009
Net loss
for the first quarter 2010 was $488,000, compared to a net loss of $285,000 in
the first quarter 2009. Net loss per diluted share was 8 cents in the
first quarter 2010 compared to 5 cents per diluted share in the first quarter
2009, an increase of 60 percent. The decline in first quarter
earnings results primarily from a higher provision for loan losses and higher
loss on sale of foreclosed assets. Return on average equity was
(2.50) percent, return on average assets was (0.19) percent and the efficiency
ratio was 60.01 percent in the first quarter 2010.
First
quarter average interest-earning assets increased 1.4 percent to $939 million in
2010 from $926 million in 2009. First quarter net interest income was
$8,429,000 in 2010 compared to $7,666,000 in 2009, a 10 percent
increase. First quarter average accruing loans were $842 million in
2010 compared to $840 million in 2009. Shareholders' equity was $77.9
million at March 31, 2010 compared to $79.6 million at March 31,
2009. The Company's total capital to risk-weighted assets ratio was
11.71 percent at March 31, 2010, which exceeds the 10 percent required by the
regulatory agencies to maintain well-capitalized status. First
quarter net interest margin increased to 3.64 percent in 2010 from 3.36 percent
in the same period in 2009. As shown in Table 2, the increase in net
interest margin was primarily due to a higher interest rate spread partially
offset by higher levels of noninterest-earning assets. On a linked
quarter basis, the net interest margin increased 17 basis points compared to the
fourth 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.
First
quarter provision for loan losses was $5,320,000 for 2010, compared to
$3,720,000 for the comparable period in 2009. First quarter net
charge-offs were $3,387,000 for 2010 compared to $1,711,000 in the same quarter
in 2009. Loans decreased $15 million in the first quarter 2010 and
were flat in the first quarter 2009. 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 $271,000, or 13 percent in the first quarter of 2010 versus the
same period in 2009. The increase was due to a $283,000 higher gain
on the sale of securities, a $308,000 gain on life insurance proceeds included
in other income and higher trust and asset management fees, partially offset by
a significantly lower gain on hedges.
Noninterest
expense decreased $48,000 to $6,427,000 in the first quarter 2010 compared to
the same period in 2009. First quarter 2010 noninterest expense
included $311,000, or 9.3 percent, of lower salaries and employee benefits and
$115,000, or 11 percent, of lower occupancy and equipment
expense. FDIC insurance premiums were $89,000 higher, or 30 percent,
information technology expense increased $57,000, or 13 percent, and loss on
sale and write-downs of foreclosed assets increased $364,000.
The first
quarter income tax benefit was $550,000 in 2010 compared to $235,000 in
2009. The combined effective federal and state income tax rates were
53.0 and 45.2 percent in the first quarter of 2010 and 2009,
respectively. The higher income tax rate in the first quarter 2010
was due to the impact of tax credits on lower taxable income and a tax free
death benefit on bank-owned life insurance. The Company has never
recorded a valuation allowance against deferred tax assets. All
significant deferred tax assets are considered to be realizable due to expected
future taxable income.
Financial
Condition and Capital Resources
Balance
Sheet Activity
The
changes in the Company’s assets and liabilities for the current and prior period
are shown in the consolidated statements of cash flows. Loans
decreased $15 million the first three months of 2010. The Company
experienced normal pay downs on loans in the first quarter, however loan demand
was soft particularly in the construction and development
categories. The decrease in loans and $17 million increase in
deposits was used primarily to increase our cash and cash equivalents and to pay
down short-term borrowings.
Average
total assets increased 3.0 percent to $1.03 billion in the first three months of
2010 from $1.00 billion in the same period in 2009. Total assets were
$1.05 billion and $1.00 billion at March 31, 2010 and 2009, respectively, an
increase of 5.0 percent.
The
Company has classified all investment securities as available for
sale. Lower short-term interest rates resulted in an overall net
unrealized gain in the investment portfolio. The unrealized gain or
loss amounts are included in shareholders’ equity as accumulated other
comprehensive income (loss), net of tax.
Brokered
time deposits and institutional money market accounts total $168 million at
March 31, 2010 compared to $172 million at December 31, 2009. At
March 31, 2010 and December 31, 2009, brokered time deposits include $44 million
and $38 million, respectively, of reciprocal deposits from the Company’s local
customers that are classified as brokered because they are placed in the CDARS
network for deposit insurance purposes.
Loans
The
following table shows the composition of the loan portfolio as of March 31, 2010
and December 31, 2009, including a more detailed breakdown of real
estate-secured loans by collateral type and purpose.
($
in thousands)
|
3/31/10
|
%
of
Total
|
12/31/09
|
%
of
Total
|
%
Dollar
Change
|
Non-residential
real estate
|
|
|
|
|
|
Owner-occupied
|
$
136,732
|
16
|
$
137,439
|
16
|
(0.5)
|
Non
owner-occupied
|
160,633
|
18
|
159,091
|
18
|
1.0
|
Construction
|
5,796
|
1
|
5,352
|
1
|
8.3
|
Commercial
land and lot development
|
47,559
|
5
|
47,080
|
5
|
1.0
|
Total
non-residential real estate
|
350,720
|
40
|
348,962
|
40
|
0.5
|
Residential
real estate
|
|
|
|
|
|
Owner-occupied
– 1-4 family
|
92,806
|
11
|
95,741
|
11
|
(3.1)
|
Non
owner-occupied – 1-4 family
|
161,548
|
19
|
158,172
|
18
|
2.1
|
Construction
|
23,591
|
3
|
27,061
|
3
|
(13)
|
Residential
land and lot development
|
87,713
|
10
|
92,346
|
10
|
(5.0)
|
Home
equity lines
|
56,015
|
6
|
57,527
|
6
|
(2.6)
|
Total
residential real estate
|
421,673
|
49
|
430,847
|
48
|
(2.1)
|
Total
real estate loans
|
772,393
|
89
|
779,809
|
88
|
(1.0)
|
Commercial
|
81,535
|
9
|
89,379
|
10
|
(8.8)
|
Consumer
|
14,835
|
2
|
14,971
|
2
|
(0.9)
|
Unearned
fees, net
|
(247)
|
-
|
(273)
|
-
|
(10)
|
Total
loans, net of unearned fees
|
$
868,516
|
100
|
$
883,886
|
100
|
(1.7)
|
Capital
Resources
The
Subsidiary Banks’ primary regulators have adopted capital requirements that
specify the minimum capital level for which no prompt corrective action is
required. In addition, the FDIC has adopted FDIC insurance assessment
rates based on certain “well-capitalized” risk-based and equity capital
ratios. Failure to meet minimum capital requirements can result in
the initiation of certain actions by the regulators that, if undertaken, could
have a material effect on the Company’s and the Subsidiary Banks’ financial
statements. As of March 31, 2010, the Company and the Subsidiary
Banks were categorized as well-capitalized under the regulatory framework for
prompt corrective action in the most recent notification from the
FDIC.
Total
tangible equity capital for the Company was $75.4 million, or 7.21 percent of
total assets at March 31, 2010. The table below includes the
regulatory capital ratios for the Company and each Subsidiary Bank along with
the minimum capital ratio and the ratio required to maintain a well-capitalized
regulatory status.
|
|
|
|
|
Well-
|
($
in thousands)
|
Company
|
Savannah
|
Bryan
|
Minimum
|
Capitalized
|
|
|
|
|
|
|
Qualifying
Capital
|
|
|
|
|
|
Tier
1 capital
|
$
84,895
|
$
59,850
|
$
21,685
|
-
|
-
|
Total
capital
|
95,171
|
67,255
|
24,297
|
-
|
-
|
|
|
|
|
|
|
Leverage
Ratios
|
|
|
|
|
|
Tier
1 capital to average assets
|
8.22%
|
7.93%
|
8.46%
|
4.00%
|
5.00%
|
|
|
|
|
|
|
Risk-based
Ratios
|
|
|
|
|
|
Tier
1 capital to risk-weighted assets
|
10.45%
|
10.20%
|
10.48%
|
4.00%
|
6.00%
|
Total
capital to risk-weighted assets
|
11.71%
|
11.46%
|
11.74%
|
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.
Liquidity
and Interest Rate Sensitivity Management
The
objectives of balance sheet management include maintaining adequate liquidity
and preserving reasonable balance between the repricing of interest sensitive
assets and liabilities at favorable interest rate spreads. The
objective of liquidity management is to ensure the availability of adequate
funds to meet the loan demands and the deposit withdrawal needs of
customers. This is achieved through maintaining a combination of
sufficient liquid assets, core deposit growth and unused capacity to purchase
and borrow funds in the money markets.
During
the first three months of 2010, portfolio loans decreased $15 million to $869
million while deposits increased $17 million to $902 million. The
Company had significant growth in local money market accounts and
noninterest-bearing accounts in 2010 partially offset by a decrease in
interest-bearing demand accounts. The loan to deposit ratio was 96 percent at
March 31, 2010. 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, 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 $118 million with the FHLB of which $20 million was
advanced at March 31, 2010. 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 50 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
March 31, 2010, the Company had secured borrowing capacity of $97 million with
the FRB and no amount 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 March 31, 2010 was $41
million at one year, or 4.4 percent of total interest-earning
assets. At December 31, 2009 the gap at one year was $53 million, or
5.5 percent of total interest-earning assets. Interest-earning assets
with maturities over five years totaled approximately $50 million, or 5.4
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 net interest margin
and net interest income increased in the first three months of 2010 compared to
the same period in 2009 due primarily to a higher interest rate spread partially
offset by higher levels of nonaccrual loans and other noninterest-earning
assets. Our time deposits continue to reprice lower. On a
linked quarter basis, the first quarter 2010 net interest margin increased 17
basis points to 3.64 percent from 3.47 percent in the fourth quarter
2009.
The
Company has implemented various strategies to reduce its asset-sensitive
position, primarily through the increased use of fixed rate loans, interest rate
floors on variable rate loans, 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. The amounts in other comprehensive income related to
terminated derivative transactions will be reclassified into earnings over the
remaining lives of the original hedged transactions.
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.
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Table
1 – Cash Flow/Maturity Gap and Repricing Data
The
following is the cash flow/maturity and repricing data for the Company as of
March 31, 2010:
|
|
0-3
|
3-12
|
1-3
|
3-5
|
Over
5
|
|
($
in thousands)
|
Immediate
|
months
|
months
|
years
|
years
|
years
|
Total
|
Interest-earning
assets
|
|
|
|
|
|
|
|
Investment
securities
|
$ -
|
$ 6,425
|
$ 12,049
|
$ 28,417
|
$ 11,142
|
$ 23,481
|
$ 81,514
|
Federal
funds sold
|
9,205
|
-
|
-
|
-
|
-
|
-
|
9,205
|
Interest-bearing
deposits
|
4,280
|
247
|
255
|
255
|
222
|
-
|
5,259
|
Loans
- fixed rates
|
-
|
108,105
|
142,842
|
165,665
|
46,355
|
26,311
|
489,278
|
Loans
- variable rates
|
-
|
331,414
|
5,576
|
5,233
|
729
|
707
|
343,659
|
Total
interest-earnings assets
|
13,485
|
446,191
|
160,722
|
199,570
|
58,448
|
50,499
|
928,915
|
Interest-bearing
liabilities
|
|
|
|
|
|
|
|
NOW
and savings
|
-
|
6,945
|
13,891
|
34,727
|
41,673
|
41,673
|
138,909
|
Money
market accounts
|
-
|
96,282
|
67,369
|
38,497
|
57,745
|
-
|
259,893
|
Time
deposits
|
-
|
115,308
|
240,968
|
31,583
|
20,167
|
128
|
408,154
|
Short-term
borrowings
|
21,854
|
-
|
-
|
-
|
-
|
-
|
21,854
|
Other
borrowings
|
-
|
1,545
|
4,637
|
9,274
|
-
|
-
|
15,456
|
FHLB
advances – long-term
|
-
|
-
|
5
|
2,011
|
3,511
|
10,135
|
15,662
|
Subordinated
debt
|
-
|
10,310
|
-
|
-
|
-
|
-
|
10,310
|
Total
interest-bearing liabilities
|
21,854
|
230,390
|
326,870
|
116,092
|
123,096
|
51,936
|
870,238
|
Gap-Excess
assets (liabilities)
|
(8,369)
|
215,801
|
(166,148)
|
83,478
|
(64,648)
|
(1,437)
|
58,677
|
Gap-Cumulative
|
$
(8,369)
|
$
207,432
|
$ 41,284
|
$
124,762
|
$ 60,114
|
$
58,677
|
$ 58,677
|
Cumulative
sensitivity ratio *
|
0.62
|
1.82
|
1.07
|
1.18
|
1.07
|
1.07
|
1.07
|
* Cumulative interest-earning assets
/ cumulative interest-bearing liabilities
REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
Table
2 – Average Balance Sheet and Rate/Volume Analysis –First Quarter, 2010 and
2009
The
following table presents average balances of the Company and the Subsidiary
Banks on a consolidated basis, the taxable-equivalent interest earned and the
interest paid during the first quarter of 2010 and 2009.
|
|
|
|
|
|
Taxable-Equivalent
|
|
(a)
Variance
|
Average
Balance
|
Average
Rate
|
|
|
Interest
(b)
|
|
Attributable
to
|
QTD
|
QTD
|
QTD
|
QTD
|
|
|
QTD
|
QTD
|
Vari-
|
|
|
3/31/10
|
3/31/09
|
3/31/10
|
3/31/09
|
|
|
3/31/10
|
3/31/09
|
ance
|
Rate
|
Volume
|
($
in thousands)
|
(%)
|
|
|
($
in thousands)
|
|
($
in thousands)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
$ 4,689
|
$ 3,817
|
0.69
|
1.38
|
|
Interest-bearing
deposits
|
$ 8
|
$ 13
|
$ (5)
|
$ (6)
|
$ 1
|
77,664
|
76,748
|
2.57
|
4.70
|
|
Investments
- taxable
|
492
|
890
|
(398)
|
(403)
|
5
|
7,831
|
1,573
|
3.99
|
5.41
|
|
Investments
- non-taxable
|
77
|
21
|
56
|
(6)
|
62
|
6,990
|
3,602
|
0.35
|
0.23
|
|
Federal
funds sold
|
6
|
2
|
4
|
1
|
3
|
841,631
|
839,791
|
5.60
|
5.63
|
|
Loans
(c)
|
11,618
|
11,648
|
(30)
|
(62)
|
32
|
938,805
|
925,531
|
5.27
|
5.51
|
|
Total
interest-earning assets
|
12,201
|
12,574
|
(373)
|
(548)
|
175
|
93,649
|
77,537
|
|
|
|
Noninterest-earning
assets
|
|
|
|
|
|
$1,032,454
|
$1,003,068
|
|
|
|
Total
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
$ 122,818
|
$123,346
|
0.39
|
0.53
|
|
NOW
accounts
|
119
|
160
|
(41)
|
(43)
|
2
|
17,465
|
15,067
|
0.46
|
0.73
|
|
Savings
accounts
|
20
|
27
|
(7)
|
(10)
|
3
|
172,815
|
107,227
|
1.59
|
1.79
|
|
Money
market accounts
|
679
|
473
|
206
|
(53)
|
259
|
67,637
|
98,091
|
0.94
|
1.80
|
|
MMA
- institutional
|
156
|
436
|
(280)
|
(208)
|
(72)
|
161,824
|
144,346
|
2.69
|
3.77
|
|
CDs,
$100M or more
|
1,075
|
1,342
|
(267)
|
(384)
|
117
|
106,262
|
122,728
|
1.10
|
2.65
|
|
CDs,
broker
|
287
|
803
|
(516)
|
(469)
|
(47)
|
149,821
|
140,807
|
2.54
|
3.57
|
|
Other
time deposits
|
939
|
1,240
|
(301)
|
(358)
|
57
|
798,642
|
751,612
|
1.66
|
2.42
|
|
Total
interest-bearing deposits
|
3,275
|
4,481
|
(1,206)
|
(1,409)
|
203
|
43,266
|
62,134
|
3.10
|
1.66
|
|
Short-term/other
borrowings
|
331
|
255
|
76
|
221
|
(145)
|
15,663
|
10,545
|
2.20
|
2.12
|
|
FHLB
advances - long-term
|
85
|
55
|
30
|
2
|
28
|
10,310
|
10,310
|
2.87
|
4.29
|
|
Subordinated
debt
|
73
|
109
|
(36)
|
(36)
|
-
|
|
|
|
|
|
Total
interest-bearing
|
|
|
|
|
|
867,881
|
834,601
|
1.76
|
2.38
|
|
liabilities
|
3,764
|
4,900
|
(1,136)
|
(1,276)
|
140
|
79,323
|
81,126
|
|
|
|
Noninterest-bearing
deposits
|
|
|
|
|
|
6,234
|
6,468
|
|
|
|
Other
liabilities
|
|
|
|
|
|
79,016
|
80,873
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
$1,032,454
|
$1,003,068
|
|
|
|
Liabilities
and equity
|
|
|
|
|
|
|
|
3.51
|
3.13
|
|
Interest
rate spread
|
|
|
|
|
|
|
|
3.64
|
3.36
|
|
Net
interest margin
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
$
8,437
|
$
7,674
|
$ 763
|
$ 728
|
$ 35
|
$ 70,924
|
$ 90,930
|
|
|
|
Net
earning assets
|
|
|
|
|
|
$
877,965
|
$832,738
|
|
|
|
Average
deposits
|
|
|
|
|
|
|
|
1.51
|
2.18
|
|
Average
cost of deposits
|
|
|
|
|
|
96%
|
101%
|
|
|
|
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 $8 in the first
quarter 2010 and 2009,
respectively.
|
(c)
Average nonaccruing loans have been excluded from total average loans and
categorized in noninterest-earning
assets.
|
Table 3 –
Off-Balance Sheet Arrangements
The
Company is a party to financial instruments with off-balance sheet risks in the
normal course of business in order to meet the financing needs of its
customers. At March 31, 2010, the Company had unfunded commitments to
extend credit of $86 million and outstanding standby letters of credit of $2
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 making commitments and conditional obligations 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
|
$
15,662
|
$ -
|
$
5,500
|
$ -
|
$
10,162
|
Subordinated
debt
|
10,310
|
-
|
-
|
-
|
10,310
|
Operating
leases – buildings
|
5,936
|
660
|
1,548
|
1,715
|
2,013
|
Information
technology contracts
|
2,391
|
1,231
|
1,160
|
-
|
-
|
Total
|
$
34,299
|
$
1,891
|
$
8,208
|
$ 1,715
|
$
22,485
|
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
See
“Liquidity and Interest Rate Sensitivity Management” on pages 19-21 in the
MD&A section for quantitative and qualitative disclosures about market
risk.
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
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
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
The Savannah Bancorp, Inc.
(Registrant)
|
|
|
|
|
Date:
5/11/10
|
/s/
John C. Helmken II
John
C. Helmken II
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
Date:
5/11/10
|
/s/
Michael W. Harden,
Jr.
Michael
W. Harden, Jr.
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
- 24
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