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10-K - 10-K - Skagit State Bancorp, Inc.a09-36035_110k.htm
EX-23 - EX-23 - Skagit State Bancorp, Inc.a09-36035_1ex23.htm
EX-32 - EX-32 - Skagit State Bancorp, Inc.a09-36035_1ex32.htm
EX-31.1 - EX-31.1 - Skagit State Bancorp, Inc.a09-36035_1ex31d1.htm
EX-31.2 - EX-31.2 - Skagit State Bancorp, Inc.a09-36035_1ex31d2.htm

Exhibit 13

 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

TABLE OF CONTENTS

 

December 31, 2009, 2008 and 2007

 

 

 

PAGE

 

 

 

SELECTED FINANCIAL DATA

 

1

 

 

 

TO OUR STOCKHOLDERS AND FRIENDS

 

2

 

 

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

3

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

4

 

 

 

FINANCIAL STATEMENTS

 

 

 

 

 

Consolidated Balance Sheet

 

5

 

 

 

Consolidated Statement of Income

 

6

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Income

 

7

 

 

 

Consolidated Statement of Cash Flows

 

8

 

 

 

Notes to Consolidated Financial Statements

 

9-31

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS; QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

32-51

 

 

 

CORPORATE DIRECTORY

 

52

 

 

 

LOCATION DIRECTORY

 

53

 

 

 

STOCK INFORMATION

 

54

 

 

 

ANNUAL MEETING

The annual meeting of stockholders will be held at 6:30 p.m. on Tuesday, April 20, 2010, at McIntyre Hall, 2501 East College Way, Mount Vernon, Washington.

 



 

SELECTED FINANCIAL DATA

(dollars in thousands except per share data)

 

As of and for the year ended December 31,

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF INCOME

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

28,646

 

$

32,187

 

$

36,822

 

$

33,219

 

$

29,014

 

Interest expense

 

7,180

 

10,132

 

13,137

 

10,000

 

6,413

 

Net interest income

 

21,466

 

22,055

 

23,685

 

23,219

 

22,601

 

Provision (benefit) for loan losses

 

3,595

 

2,080

 

(150

)

 

(50

)

Net interest income after provision (benefit) for loan losses

 

17,871

 

19,975

 

23,835

 

23,219

 

22,651

 

Non-interest income

 

3,979

 

4,365

 

3,776

 

3,214

 

3,175

 

Non-interest expense

 

18,498

 

18,104

 

16,420

 

14,568

 

14,186

 

Income before income taxes

 

3,352

 

6,236

 

11,191

 

11,865

 

11,640

 

Income tax expense

 

45

 

998

 

2,615

 

3,177

 

3,110

 

Net income

 

$

3,307

 

$

5,238

 

$

8,576

 

$

8,688

 

$

8,530

 

Basic earnings per share

 

$

5.64

 

$

8.64

 

$

12.76

 

$

12.69

 

$

12.06

 

Diluted earnings per share

 

$

5.60

 

$

8.57

 

$

12.72

 

$

12.68

 

$

12.06

 

Cash dividends declared per share

 

$

3.50

 

$

4.50

 

$

4.50

 

$

3.00

 

$

2.20

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE SHEET

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

647,888

 

$

566,876

 

$

592,663

 

$

532,788

 

$

521,879

 

Net loans

 

386,649

 

393,775

 

350,663

 

320,568

 

295,436

 

Deposits

 

545,436

 

469,538

 

500,420

 

449,343

 

443,065

 

Other borrowings

 

38,128

 

32,665

 

15,851

 

14,102

 

11,298

 

Stockholders’ equity

 

62,857

 

61,801

 

72,683

 

66,544

 

65,373

 

 

 

 

 

 

 

 

 

 

 

 

 

KEY OPERATING RATIOS

 

 

 

 

 

 

 

 

 

 

 

Return on average stockholders’ equity

 

5.22

%

8.27

%

12.33

%

13.35

%

13.71

%

Return on average assets

 

0.56

%

0.91

%

1.54

%

1.68

%

1.71

%

Net interest margin

 

3.85

%

4.10

%

4.52

%

4.83

%

4.87

%

Average stockholders’ equity to average assets

 

10.75

%

11.05

%

12.45

%

12.55

%

12.45

%

Dividend pay-out ratio

 

62.06

%

52.08

%

35.27

%

23.64

%

18.24

%

Book value per share

 

$

107.10

 

$

105.41

 

$

108.32

 

$

98.80

 

$

92.43

 

 

1



 

March 22, 2010

 

To Our Stockholders and Friends,

 

These are truly challenging times for banks.  The worst economic downturn since the 1930’s coupled with extraordinary dislocations in the financial markets, created enormous challenges for community bankers during the past two years. While the current recession has thrown many banks into a survival mode, these difficult times have also created growth opportunities for Skagit State Bank as individuals and businesses look for stability and safety in their Banking relationship.

 

Net income for 2009 was $3,307,000, yielding basic earnings per share of $5.64, down $3.00 per share from $8.64 for 2008.  During 2009, to address loan downgrades and decreases in real estate collateral values, the provision for loan losses increased to $3,595,000. Net loans decreased 1.81% and were $386,649,000 at year end. The deposit challenges of 2008 disappeared and our deposits grew 16.16% to $545,436,000 and total assets grew to $647,888,000.

 

Although it was another tough year, Skagit State Bank continues to fare better than many of our peers.  It seems undeniable that we are entering an era of heightened oversight from Washington D.C.  The regulatory reform drama in Congress is still unfolding and it is far from clear what the new regulatory architecture for financial services will look like, although a profound change of some kind seems inevitable.

 

We value our long-term customers, many who have been with us since the bank was founded.  We also highly value the new relationships we build each and every day.  Because of your commitment to banking at Skagit State Bank, we have built a bank that has continued to grow. We look forward to serving you in the days, months, and years to come!

 

Sincerely,

 

 

Cheryl R. Bishop

President and Chief Executive Officer

 

2



 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Bancorp’s management, including its Chief Executive Officer and its Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

Bancorp’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposal of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United State of America, and that receipts and expenditures are made only in accordance with authorizations of management and directors of Bancorp; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposal of assets that could have a material impact on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation and fair presentation.  Further, because of changes in conditions, the effectiveness of internal control may vary over time.

 

Management assessed the effectiveness of Bancorp’s internal control over financial reporting as of December 31, 2009, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.  Based on this assessment, management concluded that as of December 31, 2009, Bancorp’s internal control over financial reporting was effective based on those criteria.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Additionally, management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report.

 

3



 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders

Skagit State Bancorp, Inc.

 

We have audited the accompanying consolidated balance sheet of Skagit State Bancorp, Inc., and Subsidiary as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in stockholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Skagit State Bancorp, Inc. and Subsidiary as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

 

Bellingham, Washington

March 22, 2010

 

4



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

 

(dollars in thousands)

 

December 31,

 

2009

 

2008

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

14,441

 

$

11,954

 

Federal funds sold

 

62,531

 

 

Investment securities

 

 

 

 

 

Available-for-sale, at fair value

 

118,561

 

102,647

 

Held-to-maturity, at amortized cost

 

40,298

 

36,518

 

Loans held for sale

 

574

 

350

 

Loans

 

393,532

 

399,225

 

Allowance for loan losses

 

(6,883

)

(5,450

)

Net loans

 

386,649

 

393,775

 

Bank premises and equipment, net

 

10,944

 

11,480

 

Other real estate owned

 

6,284

 

5,667

 

Accrued interest receivable

 

2,531

 

2,430

 

Other assets

 

5,075

 

2,055

 

TOTAL ASSETS

 

$

647,888

 

$

566,876

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Deposits

 

 

 

 

 

Interest-bearing

 

$

471,597

 

$

394,422

 

Non-interest-bearing

 

73,839

 

75,116

 

Total deposits

 

545,436

 

469,538

 

Other borrowings

 

38,128

 

32,665

 

Other liabilities

 

1,467

 

2,872

 

Total liabilities

 

585,031

 

505,075

 

COMMITMENTS AND CONTINGENCIES (Notes 10 and 15)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock no par value, 5,000,000 shares authorized, 586,905 and 586,285 shares issued and outstanding at December 31, 2009 and 2008 respectively

 

12,303

 

12,042

 

Accumulated other comprehensive income, net of tax

 

1,872

 

2,325

 

Retained earnings

 

48,682

 

47,434

 

Total stockholders’ equity

 

62,857

 

61,801

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

647,888

 

$

566,876

 

 

See accompanying notes to these financial statements.

 

5



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

 

(dollars in thousands, except per share amounts)

 

Years Ended December 31,

 

2009

 

2008

 

2007

 

 

 

 

 

 

 

 

 

INTEREST INCOME

 

 

 

 

 

 

 

Interest and fees on loans

 

$

23,243

 

$

25,486

 

$

28,353

 

Investment securities

 

 

 

 

 

 

 

Taxable

 

4,192

 

5,208

 

5,621

 

Exempt from federal income tax

 

1,133

 

1,208

 

1,070

 

Federal funds sold

 

78

 

285

 

1,778

 

Total interest income

 

28,646

 

32,187

 

36,822

 

INTEREST EXPENSE

 

 

 

 

 

 

 

Deposits

 

6,877

 

9,579

 

12,556

 

Other borrowings

 

303

 

553

 

581

 

Total interest expense

 

7,180

 

10,132

 

13,137

 

NET INTEREST INCOME

 

21,466

 

22,055

 

23,685

 

Provision (benefit) for loan losses

 

3,595

 

2,080

 

(150

)

NET INTEREST INCOME AFTER

 

 

 

 

 

 

 

PROVISION (BENEFIT) FOR LOAN LOSSES

 

17,871

 

19,975

 

23,835

 

NON-INTEREST INCOME

 

 

 

 

 

 

 

Service charges on deposits

 

3,005

 

3,060

 

2,761

 

Other

 

736

 

827

 

972

 

Gain on sale of assets

 

238

 

478

 

43

 

Total non-interest income

 

3,979

 

4,365

 

3,776

 

NON-INTEREST EXPENSES

 

 

 

 

 

 

 

Salaries

 

7,330

 

7,900

 

7,587

 

Payroll taxes and employee benefits

 

1,867

 

1,828

 

1,769

 

Provision for other real estate owned losses

 

1,167

 

1,479

 

 

Bank premises and equipment

 

948

 

1,027

 

1,211

 

Occupancy

 

779

 

780

 

693

 

State business taxes

 

379

 

432

 

495

 

Advertising

 

643

 

747

 

897

 

Deposit Insurance

 

1,218

 

69

 

53

 

Other

 

4,167

 

3,842

 

3,715

 

Total non-interest expenses

 

18,498

 

18,104

 

16,420

 

INCOME BEFORE PROVISION FOR INCOME TAX

 

3,352

 

6,236

 

11,191

 

PROVISION (BENEFIT) FOR INCOME TAX

 

 

 

 

 

 

 

Current

 

1,221

 

1,398

 

2,663

 

Deferred

 

(1,176

)

(400

)

(48

)

Total provision for income tax

 

45

 

998

 

2,615

 

NET INCOME

 

$

3,307

 

$

5,238

 

$

8,576

 

BASIC EARNINGS PER SHARE

 

$

5.64

 

$

8.64

 

$

12.76

 

DILUTED EARNINGS PER SHARE

 

$

5.60

 

$

8.57

 

$

12.72

 

DIVIDENDS DECLARED PER SHARE

 

$

3.50

 

$

4.50

 

$

4.50

 

 

See accompanying notes to these financial statements.

 

6



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

 

Years Ended December 31, 2009, 2008 and 2007

 

 

 

 

 

 

 

Accum. Other

 

 

 

Total

 

 

 

 

 

Common Stock

 

Comprehensive

 

Retained

 

Stockholders’

 

Comprehensive

 

(dollars in thousands except share and per share amounts)

 

Shares

 

Amount

 

Income (Loss)

 

Earnings

 

Equity

 

Income

 

BALANCE, December 31, 2006

 

673,532

 

$

13,935

 

$

(269

)

$

52,878

 

$

66,544

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

8,576

 

8,576

 

$

8,576

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities, net of taxes of $496

 

 

 

963

 

 

963

 

963

 

Total other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

963

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

$

9,539

 

Cash dividend declared, $4.50 per share

 

 

 

 

(3,029

)

(3,029

)

 

 

Common stock redemption

 

(2,870

)

(510

)

 

 

(510

)

 

 

Stock options exercised

 

25

 

4

 

 

 

4

 

 

 

Stock compensation expense and restricted stock awards

 

310

 

135

 

 

 

135

 

 

 

BALANCE, December 31, 2007

 

670,997

 

13,564

 

694

 

58,425

 

72,683

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

5,238

 

5,238

 

$

5,238

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities, net of taxes of $840

 

 

 

1,631

 

 

1,631

 

1,631

 

Total other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

1,631

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

$

6,869

 

Cash dividend declared, $4.50 per share

 

 

 

 

(2,646

)

(2,646

)

 

 

Common stock redemption

 

(85,022

)

(1,721

)

 

(13,583

)

(15,304

)

 

 

Stock compensation expense and restricted stock awards

 

310

 

199

 

 

 

199

 

 

 

BALANCE, December 31, 2008

 

586,285

 

12,042

 

2,325

 

47,434

 

61,801

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

3,307

 

3,307

 

$

3,307

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities, net of benefit of $233

 

 

 

(453

)

 

(453

)

(453

)

Total other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(453

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

$

2,854

 

Cash dividend declared, $3.50 per share

 

 

 

 

(2,059

)

(2,059

)

 

 

Stock options exercised

 

25

 

4

 

 

 

4

 

 

 

Stock compensation expense and restricted stock awards

 

595

 

257

 

 

 

257

 

 

 

BALANCE, December 31, 2009

 

586,905

 

$

12,303

 

$

1,872

 

$

48,682

 

$

62,857

 

 

 

 

See accompanying notes to these financial statements

 

7



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

 

(dollars in thousands)

 

Years Ended December 31,

 

2009

 

2008

 

2007

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income

 

$

3,307

 

$

5,238

 

$

8,576

 

Adjustments to reconcile net income to net cash flows from operating activities

 

 

 

 

 

 

 

Provision (benefit) for loan losses

 

3,595

 

2,080

 

(150

)

Provision for other real estate owned losses

 

1,167

 

1,479

 

 

Depreciation

 

831

 

884

 

838

 

Loss (gain) on sale of assets

 

8

 

(232

)

92

 

Gain on sale of other real estate owned

 

 

 

(19

)

Gain on sale of loans

 

(238

)

(246

)

(24

)

Amortization of investment security premiums and discounts, net

 

(167

)

(218

)

(231

)

Provision for deferred income taxes

 

(1,176

)

(400

)

(48

)

Stock compensation for employee services

 

257

 

199

 

135

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Originations of loans held for sale

 

(16,854

)

(18,212

)

(1,476

)

Proceeds from sales of loans held for sale

 

16,868

 

18,108

 

1,500

 

(Increase) decrease in interest receivable

 

(101

)

1,034

 

(50

)

Decrease in other assets

 

(1,611

)

(770

)

(867

)

(Decrease) increase in other liabilities

 

(1,405

)

(837

)

910

 

Net cash flows from operating activities

 

4,481

 

8,107

 

9,186

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from maturities, calls, and principal payments of investment securities — available-for-sale

 

41,122

 

47,441

 

67,507

 

Purchases of investment securities — available-for-sale

 

(57,557

)

(20,445

)

(78,829

)

Proceeds from maturities, calls, and principal payments of investment securities — held-to-maturity

 

7,302

 

8,309

 

5,962

 

Purchases of investment securities — held-to-maturity

 

(11,080

)

(4,901

)

(10,854

)

Net (increase) decrease in federal funds sold

 

(62,531

)

41,195

 

(15,495

)

Net (increase) decrease in loans

 

2,222

 

(52,138

)

(29,945

)

Purchase of premises and equipment

 

(642

)

(338

)

(1,736

)

Capitalized expenditures for improvements to other real estate owned

 

(136

)

(200

)

 

Proceeds from sale of assets

 

 

301

 

 

Proceeds from sale of other real estate owned

 

 

 

19

 

Net cash flows from investing activities

 

(81,300

)

19,224

 

(63,371

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Net increase (decrease) in demand deposits, money market, NOW and savings accounts

 

30,600

 

(707

)

3,967

 

Net increase (decrease) in time deposits

 

45,298

 

(30,175

)

47,110

 

Amount paid for redemption of common stock

 

 

(15,304

)

(510

)

Net increase in other borrowings

 

5,463

 

16,814

 

1,749

 

Cash dividends

 

(2,059

)

(2,646

)

(3,029

)

Proceeds from exercise of stock options

 

4

 

 

4

 

Net cash flows from financing activities

 

79,306

 

(32,018

)

49,291

 

NET CHANGE IN CASH AND DUE FROM BANKS

 

2,487

 

(4,687

)

(4,894

)

CASH AND DUE FROM BANKS, beginning of year

 

11,954

 

16,641

 

21,535

 

CASH AND DUE FROM BANKS, end of year

 

$

14,441

 

$

11,954

 

$

16,641

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

Cash paid during the year for income taxes

 

$

266

 

$

1,902

 

$

2,387

 

Cash paid during the year for interest

 

$

7,155

 

$

10,408

 

$

12,977

 

SUPPLEMENTAL INFORMATION ABOUT NONCASH FINANCING AND INVESTING ACTIVITIES

 

 

 

 

 

 

 

Property taken in settlement of loans

 

$

1,309

 

$

6,946

 

 

 

See accompanying notes to these financial statements

 

8


 


 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date, but before financial statements are issued.  Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet.  Non-recognized subsequent events are events that provided evidence about conditions that did not exist at the date of the balance sheet, but arose after that date. Bancorp has evaluated subsequent events for potential recognition or disclosure through the date the financial statements were issued.

 

Financial Statement Presentation The accompanying consolidated financial statements include the accounts of Skagit State Bancorp, Inc. and its subsidiary Skagit State Bank, (collectively, “Company” or “Bancorp”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and reporting practices applicable to the banking industry. All significant inter-company accounts and transactions have been eliminated. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

 

Nature of Operations Skagit State Bank (the “Bank”) provides a full range of banking services to individual and corporate customers through its 12 branches in Skagit, Snohomish and Whatcom counties. The Bank is subject to significant competition from other financial institutions. The Bank is also subject to the regulations of certain federal and state of Washington agencies and undergoes periodic examinations by those regulatory authorities. The Bank began operations in 1958 and is a state-chartered commercial bank with its headquarters in Burlington (Skagit County), Washington.

 

Use of Estimates In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of revenues and expenses for the periods presented, and assets and liabilities as of the date of the balance sheet. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, deferred income taxes, the valuation of real estate owned, and investment securities. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of Bancorp’s financial statements; accordingly, it is possible that actual results could differ from these estimates or assumptions, which could have a material effect on the reported amounts of the consolidated financial position and results of operation.

 

Cash and Cash Equivalents For purposes of the statement of cash flows, cash and cash equivalents include cash on hand and due from banks, all of which have original maturities of three months or less.  Bancorp maintains cash balances at several banks. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.

 

Federal Funds Sold Federal funds sold include funds the bank has sold overnight to various financial institutions.  In addition, since the Federal Reserve Bank is currently paying interest on reserves held overnight with them, Bancorp considers reserve funds held at the Federal Reserve Bank as federal funds sold.  Bancorp is required to maintain an average balance with the Federal Reserve Bank or maintain such reserve balances in the form of cash.  The Bank’s reserve requirement as of December 31, 2009 and 2008 was $2.3 million and $998,000, respectively.

 

Investment Securities — Bancorp’s investment portfolio is classified into two groups.  1) Securities Available for Sale (AFS); and 2) Securities Held to Maturity (HTM).  Investment securities classified as available-for-sale are recorded at fair value, with the net unrealized gain or loss included in comprehensive income within the statement of stockholders’ equity, net of tax. Securities available for sale may be sold. Realized gains or losses on dispositions are based on the net proceeds and the adjusted carrying amount of securities sold, using the specific identification method.  Investment securities Bancorp has the intent and ability to hold to maturity are classified as held-to-maturity and recorded at amortized cost.

 

9



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Investments with fair values that are less than amortized cost are considered impaired.  Impairment may result from either a decline in the financial condition of the issuing entity or, in the case of fixed rate investments, from rising interest rates.  At each financial statement date, management assesses each investment to determine if impaired investments are temporarily impaired or if the impairment is other-than-temporarily impaired. If the investment is deemed to be other-than-temporarily impaired, the security is written down in the period in which such determination is made. Such write-downs would be included in earnings as realized losses.

 

Loans Held-for-Sale — Loans originated and intended for sale are carried at the lower of aggregate cost or fair value. Gains and losses on sales of mortgage loans are recognized on the difference between the selling price and the carrying value of the related mortgage loans sold. Gains on sale of loans were $238,000, $246,000 and $24,000 during 2009, 2008 and 2007. The servicing rights on such loans are not retained. As of December 31, 2009 and 2008, Bancorp held $574,000 and $350,000 as loans held-for-sale on its balance sheet.

 

Loans Loans are reported at their outstanding principal balance adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees including commitment fees and direct loan origination costs are capitalized and the net amount is amortized into interest income as an adjustment to the loan yield.

 

A loan is considered impaired when management determines that it is probable that Bancorp will be unable to collect all contractual amounts of principal and interest as scheduled in the loan agreement. These loans include loans in nonaccrual status and other loans that management considers to be impaired. At a minimum, all non-accrual loans and troubled debt restructuring are considered impaired loans. Factors considered by management in determining impairment include payment status, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The recorded net investment in impaired loans, including accrued interest, is limited to the present value of the expected cash flows of the impaired loan, the observable fair market value of the loan or the estimated fair value of the loan’s collateral.

 

Loans are defined as delinquent when any payment of principal and/or interest is past due. Loans are placed on nonaccrual status when, in the opinion of management, the collection of additional interest is doubtful or when the loan becomes 90 or more days past due. When a loan is placed on nonaccrual status, all interest previously accrued, but not collected, is reversed and charged against interest income. Payments received on nonaccrual loans are generally applied to principal.  However, based on management’s assessment of the ultimate collectability of a nonaccrual loan, interest income may be recognized on a cash basis. Nonaccrual loans are returned to accrual when the loan is brought current, and when in the opinion of management, the borrower has demonstrated the ability to resume payments of principal and interest.  Interest income on restructured loans is recognized pursuant to the terms of a new loan agreement.

 

Allowance for Loan Losses — The allowance for loan losses represents management’s best estimate of losses inherent in the portfolio and is evaluated on a regular basis and reviewed by the Board of Directors. Bancorp’s evaluation of the allowance for loan losses is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.  The allowance is based upon Bancorp’s evaluation of the pertinent factors underlying the quality and composition of the loan portfolio, levels and trends in losses and delinquencies, current economic conditions, specific industry conditions and estimated value of any underlying collateral.

 

The allowance consists of specific, general and unallocated components; (i) a specific valuation allowance based on a review of classified or non-performing loans for specific weaknesses and evaluation of those loans for impairment and loss exposure; (ii) a general allowance which is based on historical loan loss experience for different loan types

 

10



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

and different risk gradings with adjustments for current events and conditions.  Bancorp’s process is designed to account for credit deterioration as it occurs.  The adjustments are a result of management’s judgment about risks inherent in the portfolio and include such factors as loan quality trends, levels of and trends of non-accrual loans, past due loans, potential problem loans, criticized loan balances, net charge-offs and current economic and business conditions, among other factors and; (iii) unallocated general allowances determined based on general economic conditions and other qualitative risk factors.  The unallocated allowance provides for other credit losses inherent in the loan portfolio that may not have been contemplated in the general and specific components of the allowance. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends.

 

While Bancorp believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net income could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination.  The growth of the loan portfolio and a further decline in the performance of the economy, in general, or a further decline in real estate values in our market areas, in particular, could have an adverse impact on collectability, increase the level of non-performing loans or have other adverse effects which alone or in aggregate could have a material adverse effect on our business, financial condition, results of operation and cash flows which may require additional provisions to our allowance for loan losses. The ultimate recovery of loans is susceptible to future market factors beyond Bancorp’s control. Additionally, loans are subject to examinations by regulators, who, based upon their judgment, may require Bancorp to make additional provisions or adjustments to its allowance for loan losses.

 

Additions to the allowance, in the form of provisions, are reflected in current operating results, while charge-offs to the allowance are made when a loss is determined to have occurred.

 

Bank Premises and Equipment Bank premises and equipment are shown at cost less accumulated depreciation.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life ranges up to 30 years for buildings and improvements and ranges from 3 to 7 years for all furniture, fixtures and equipment.  Upon sale or retirement, the cost and related accumulated depreciation are removed from the respective property or equipment accounts, and the resulting gains or losses are reflected in operations.   Expenditures for maintenance and repairs are charged to expense as incurred.

 

Other Real Estate Owned — Other real estate owned includes properties acquired through foreclosure. These properties are recorded at the lower of cost or estimated fair value less estimated costs to sell based on periodic evaluations. Valuation of the property occurs when it is foreclosed upon and annually thereafter.  Losses arising from the acquisition of property, in full or partial satisfaction of loans, are charged to the allowance for loan losses. Legal and professional fees associated with foreclosures are expensed as incurred. Costs incurred to improve property are capitalized to the extent they are deemed to be recoverable; however, in no event are recorded costs allowed to exceed fair value. Subsequent gains, losses, or expenses recognized on the sale of these properties are included in non-interest income or expense.

 

Borrowings — Bancorp pledges certain financial instruments it owns to collateralize the sales of securities that are subject to an obligation to repurchase the same or similar securities (“repurchase agreements”). Under these arrangements, Bancorp transfers the assets but still retains effective control through an agreement that both entitles and obligates Bancorp to repurchase the assets. As a result, repurchase agreements are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Consolidated Balance Sheets while the securities underlying the agreements remain in the respective asset accounts.

 

11



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Bancorp has the capacity to borrow funds from the Federal Reserve Bank.  This credit line has pledge requirements whereby Bancorp must pledge collateral sufficient to cover any borrowed funds taken.  Bancorp also has federal funds credit lines at other financial institutions which are subject to the financial institution’s availability of funds and Bancorp’s financial position.

 

Income Tax — Bancorp files a consolidated federal income tax return.  Bancorp accounts for income taxes using the liability method and deferred taxes are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled.  Deferred taxes result from temporary differences in the recognition of certain income and expense amounts between Bancorp’s financial statements and its tax returns. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

 

FASB ASC 740, “Accounting for Uncertainty in Income Taxes” seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. ASC 740 provides guidance on de-recognition, classification, interest and penalties and accounting in interim periods and requires expanded disclosure with respect to uncertainty in income taxes.  As a result of the implementation of ASC 740, Bancorp recognized no adjustments for unrecognized income tax benefits, all of which would affect Bancorp’s effective income tax rate if recognized.  Our accounting policy with respect to interest and penalties arising from income tax settlements is to recognize them as non-interest expense.

 

Financial Instruments In the ordinary course of business, Bancorp has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, commitments under credit-card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.

 

Advertising Costs — Bancorp expenses advertising costs as they are incurred.

 

Earnings Per Share — Basic earnings per share amounts are computed based on the weighted average number of shares outstanding. Diluted earnings per share is calculated by dividing net income by diluted weighted average shares outstanding, which includes common stock equivalents outstanding using the treasury stock method.

 

Stock-Based Compensation — Bancorp has a stock-based equity compensation plan which is described more fully in Note 9.  Under this plan, Bancorp is authorized to grant options or restricted stock up to 100,000 shares.  Bancorp accounts for stock-based compensation and any awards that are granted under FASB ASC Topic 718 “Compensation-Stock Compensation”.

 

Reclassifications — Certain amounts in prior years’ financial statements have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on retained earnings or net income as previously reported.

 

12



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 2 — INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD

 

The following tables summarize the aggregate amortized cost and estimated fair value of investment securities as of December 31:

 

 

 

2009

 

 

 

Amortized

 

Gross Unrealized

 

Estimated

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Available-For-Sale Securities

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

39,698

 

$

274

 

$

132

 

$

39,840

 

Mortgage-backed securities

 

66,640

 

2,556

 

200

 

68,996

 

State and political subdivisions

 

9,387

 

366

 

28

 

9,725

 

Total available-for-sale

 

115,725

 

3,196

 

360

 

118,561

 

Held-To-Maturity Securities

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

40,298

 

889

 

626

 

40,561

 

Total held-to-maturity

 

40,298

 

889

 

626

 

40,561

 

Total investment securities

 

$

156,023

 

$

4,085

 

$

986

 

$

159,122

 

 

 

 

2008

 

 

 

Amortized

 

Gross Unrealized

 

Estimated

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Available-For-Sale Securities

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

28,669

 

$

857

 

$

 

$

29,526

 

Mortgage-backed securities

 

59,316

 

2,525

 

 

61,841

 

State and political subdivisions

 

11,140

 

218

 

78

 

11,280

 

Total available-for-sale

 

99,125

 

3,600

 

78

 

102,647

 

Held-To-Maturity Securities

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

36,518

 

167

 

87

 

36,598

 

Total held-to-maturity

 

36,518

 

167

 

87

 

36,598

 

Total investment securities

 

$

135,643

 

$

3,767

 

$

165

 

$

139,245

 

 

13



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 2 — INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD (CONTINUED)

 

The following tables show the gross unrealized losses and fair value of investments with unrealized losses that are not deemed to be other-than-temporarily impaired as of December 31;

 

 

 

2009

 

 

 

Less Than 12 Months

 

12 Months or Greater

 

Total

 

(dollars in thousands)

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Available-For-Sale Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

18,933

 

$

132

 

$

 

$

 

$

18,933

 

$

132

 

Mortgage-backed securities

 

10,916

 

200

 

 

 

10,916

 

200

 

State and political subdivisions

 

221

 

1

 

470

 

27

 

691

 

28

 

Total available-for-sale

 

30,070

 

333

 

470

 

27

 

30,540

 

360

 

Held-To-Maturity Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

15,725

 

626

 

 

 

15,725

 

626

 

Total held-to-maturity

 

15,725

 

626

 

 

 

15,725

 

626

 

Total investment securities

 

$

45,795

 

$

959

 

$

470

 

$

27

 

$

46,265

 

$

986

 

 

 

 

2008

 

 

 

Less Than 12 Months

 

12 Months or Greater

 

Total

 

(dollars in thousands)

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Fair Value

 

Unrealized
Losses

 

Available-For-Sale Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

 

$

 

$

 

$

 

$

 

$

 

Mortgage-backed securities

 

 

 

 

 

 

 

State and political subdivisions

 

904

 

78

 

 

 

904

 

78

 

Total available-for-sale

 

904

 

78

 

 

 

904

 

78

 

Held-To-Maturity Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions

 

6,547

 

74

 

4,544

 

13

 

11,091

 

87

 

Total held-to-maturity

 

6,547

 

74

 

4,544

 

13

 

11,091

 

87

 

Total investment securities

 

$

7,451

 

$

152

 

$

4,544

 

$

13

 

$

11,995

 

$

165

 

 

In estimating other-than-temporary impairment losses, management considers, among other things, the length of time and the extent to which the fair values has been less than cost, the financial condition and near-terms prospects of the issuer, and the intent and ability of Bancorp to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in costs. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. If Bancorp intends to sell the security or it is more likely than not that it will be required to sell the security, the other-than-temporary impairment will be recognized in earnings equal to the entire difference between the cost basis and fair value.  If Bancorp does not intend to sell the security and it is not more likely than not that Bancorp will sell the security before recovery of its cost basis, the difference between the cost basis and fair value is reflected in earnings as realized losses to the extent the impairment is related to credit losses.  The amount of the impairment related to other factors is recognized in other comprehensive income. The previous cost basis less the other-than-temporary impairment recognized in earnings becomes the new cost basis of the security.

 

Management has the ability and intent to hold securities classified as held-to-maturity until they mature, at which time Bancorp will receive full value for the securities.  In addition, management does not have the intent to sell any of the securities classified as available for sale and believes that it is more likely than not that Bancorp will not have

 

14



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 2 — INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD (CONTINUED)

 

to sell any such securities before a recovery of the cost basis.  At December 31, 2009, the unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline.  Bancorp believes that the decline in fair value is temporary, with no permanent sector or issuer credit concerns or impairments.  Accordingly, management believes any impairments as of December 31, 2009 are temporary and thus, did not recognize any other-than-temporary impairment losses.

 

At December 31, 2009, Bancorp held one security in the available-for-sale portfolio and no security in the held-to-maturity portfolio that had an unrealized loss for more than one year.

 

Available for sale investment securities with a carrying value of $101.3 million and $87.1 million, as of December 31, 2009 and 2008, respectively, were pledged as collateral for public fund deposits, securities sold under agreements to repurchase, Treasury Tax and Loan payments, and Federal Reserve Bank discount window borrowings. There were no sales of securities during 2009 and 2008.

 

The amortized cost and estimated fair value of investment securities at December 31, 2009, by contractual maturity, are shown below.  Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

2009

 

 

 

Available-For-Sale

 

Held-To-Maturity

 

 

 

Amortized

 

Estimated

 

Amortized

 

Estimated

 

(dollars in thousands)

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

U.S. government agencies

 

 

 

 

 

 

 

 

 

1 year

 

$

2,000

 

$

2,053

 

$

 

$

 

2-5 years

 

31,203

 

31,233

 

 

 

6-10 years

 

6,495

 

6,554

 

 

 

Over 10 years

 

 

 

 

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

1 year

 

 

 

 

 

2-5 years

 

 

 

 

 

6-10 years

 

23,643

 

24,698

 

 

 

Over 10 years

 

42,997

 

44,298

 

 

 

State and political subdivisions

 

 

 

 

 

 

 

 

 

1 year

 

1,511

 

1,548

 

5,085

 

5,100

 

2-5 years

 

4,777

 

5,037

 

14,123

 

14,341

 

6-10 years

 

1,599

 

1,653

 

8,988

 

9,153

 

Over 10 years

 

1,500

 

1,487

 

12,102

 

11,967

 

Total investment securities

 

$

115,725

 

$

118,561

 

$

40,298

 

$

40,561

 

 

Investments in federal funds sold are made with various banks. To reduce risk, Bancorp will generally invest no more than $10,000,000 in federal funds sold with any one bank with the exception of the Federal Reserve Bank which there is no limit. Federal funds sold as of December 31, 2009 were $62.5 million and no federal funds sold as of December 31, 2008.

 

15



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 3 — LOANS

 

Most of Bancorp’s business activity is with customers located within Skagit, Snohomish and Whatcom Counties. Generally, loans are secured by accounts receivable, inventory, deposit accounts, personal property or real estate. Rights to collateral vary and are legally documented to the extent practicable.  Bancorp originates commercial, real estate and consumer loans. Bancorp concentrates on five areas of lending: loans to individuals for business purposes, loans for small and medium-sized businesses, agricultural loans, loans to commercial enterprises for real estate transactions and consumer purpose loans.

 

Real estate loans comprise the largest category of loans.  While Bancorp has significant balances within this lending category, these real estate secured loans are diversified between the defined segments of this portfolio. The real estate secured portfolio consists of both commercial purpose loans and consumer purpose loans.  These loans are collateralized by, but not limited to, property types such as office buildings, retail buildings, owner occupied business properties, multi-family properties, farm land, timber land, residential land development and residential properties.  Bancorp has developed processes and policies to monitor and manage concentrations of credit within defined segments of the loan portfolio. Bancorp believes that its loan policies and concentration policies minimize risk in its loan portfolio.  Although Bancorp has a diversified loan portfolio, economic conditions may affect borrowers’ ability to meet the stated repayment terms.

 

The major components of loans at December 31 are as follows:

 

(dollars in thousands)

 

2009

 

2008

 

Real Estate

 

 

 

 

 

Residential and commercial

 

$

248,658

 

$

258,958

 

Construction

 

13,261

 

17,470

 

Commercial, industrial and agricultural

 

76,716

 

79,819

 

Consumer

 

55,910

 

44,224

 

 

 

394,545

 

400,471

 

Less deferred loan fees

 

(1,013

)

(1,246

)

Total loans

 

$

393,532

 

$

399,225

 

 

Contractual maturities of loans as of December 31, 2009 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay loans with or without prepayment penalties.

 

(dollars in thousands)

 

Within one
year

 

One to five
years

 

After five
years

 

Total

 

Real Estate

 

 

 

 

 

 

 

 

 

Residential and commercial

 

$

57,237

 

$

145,699

 

$

45,722

 

$

248,658

 

Construction

 

12,473

 

788

 

 

13,261

 

Commercial, industrial and agricultural

 

49,121

 

16,674

 

10,921

 

76,716

 

Consumer

 

8,152

 

18,179

 

29,579

 

55,910

 

Total

 

$

126,983

 

$

181,340

 

$

86,222

 

$

394,545

 

 

Bancorp originates both variable and fixed-rate loans.  At December 31, 2009 and 2008, $160.5 million and $170.9 million of loans outstanding were variable rate loans. Loans participations sold to others totaled $3.9 million and $5.2 million as of December 31, 2009 and 2008.

 

16



 

Skagit State Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

 

December 31, 2009, 2008 and 2007

 

NOTE 4 —ALLOWANCE FOR LOAN LOSSES

 

The following is an analysis of the changes in the allowance for loan losses:

 

(dollars in thousands)

 

2009

 

2008

 

2007

 

Balance, beginning of year

 

$

5,450

 

$

4,535

 

$

5,176

 

Provision (benefit) for loan losses

 

3,595

 

2,080

 

(150

)

Loans charged off

 

(2,597

)

(1,612

)

(1,336

)

Recoveries on loans previously charged off

 

435

 

447

 

845

 

Balance, end of year

 

$

6,883

 

$

5,450

 

$

4,535

 

 

The following is a summary of non-accrual and impaired loans:

 

(dollars in thousands)

 

2009

 

2008

 

Non accruing loans

 

$

10,742

 

$

5,456

 

Other impaired loans

 

13,625

 

50

 

Loans 90 days past due and still accruing

 

 

 

Total impaired loans

 

$

24,367

 

$

5,506

 

 

 

 

 

 

 

Impaired loans with a valuation allowance

 

$

24,157

 

$

732

 

Impaired loans without a valuation allowance

 

$

210

 

$

4,774

 

Allowance for loan losses related to impaired loans

 

$

1,179

 

$

89

 

 

Interest income collected on impaired loans was $1.1 million, $300,000, and $411,000 for the years ended December 31, 2009, 2008 and 2007, respectively.  Average balances of impaired loans were $13.1 million, $3.5 million and $7.2 million for the years ended December 31, 2009, 2008 and 2007, respectively.  Additional interest income of $514,000, $173,000 and $522,000 would have been recorded for the year ended December 31, 2009, 2008 and 2007, respectively, had non-accrual loans been current in accordance with their original terms. At December 31, 2009, there were no significant commitments to lend to borrowers representing impaired and nonaccruing loans. At December 31, 2009, four relationships represented fifty percent of total impaired loans. Periodically, Bancorp restructures loans by renewing or extending due dates as an accommodation to borrowers.  Principal and interest on these loans are recorded in accordance with their restructured terms.

 

NOTE 5 — BANK PREMISES AND EQUIPMENT

 

The major classifications of bank premises and equipment are as follows:

 

(dollars in thousands)

 

2009

 

2008

 

Land

 

$

3,820

 

$

3,942

 

Buildings and leasehold improvements

 

10,311

 

10,450

 

Furniture, fixtures and equipment

 

5,039

 

5,696

 

 

 

19,170

 

20,088

 

Less accumulated depreciation

 

(8,226

)

(8,608

)

Total bank premises and equipment

 

$

10,944

 

$

11,480

 

 

Depreciation expense on premises and equipment was $831,000 in 2009, $884,000 in 2008 and $838,000 in 2007.

 

17


 


 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 6 — DEPOSITS

 

The major classifications of deposits and the total remaining maturities for time deposits at December 31, are as follows:

 

(dollars in thousands)

 

2009

 

2008

 

Non-interest-bearing demand

 

$

73,839

 

$

75,116

 

Interest-bearing demand

 

101,504

 

87,091

 

Money market deposit accounts

 

77,288

 

69,548

 

Savings

 

86,370

 

76,646

 

Subtotal

 

339,001

 

308,401

 

 

 

 

 

 

 

Time Deposits

 

 

 

 

 

Due within one year

 

158,885

 

135,587

 

After one year but within two years

 

39,680

 

19,632

 

After two years but within three years

 

7,065

 

3,449

 

After three years but within four years

 

287

 

1,670

 

After four years but within five years

 

307

 

298

 

After five years

 

211

 

501

 

Total time deposits

 

206,435

 

161,137

 

Total deposits

 

$

545,436

 

$

469,538

 

 

Certificates of deposit, greater than or equal to $100,000 included in the above amounts, totaled $114.9 million and $79.9 million at December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, $152,000 and $479,000 in deposit overdrafts were reclassified as loans outstanding.  At December 31, 2009 and 2008, brokered time deposits totaled $24.0 million and $4.0 million, respectively.

 

NOTE 7 — OTHER BORROWINGS

 

The Bancorp’s primary source of other borrowings include securities sold under agreement to repurchase, federal funds purchased from correspondent banks, and discount window borrowings from the Federal Reserve Bank of San Francisco.  The following tables detail Bancorp’s other borrowings as of December 31:

 

(dollars in thousands)

 

2009

 

2008

 

Balance outstanding at end of year

 

$

38,128

 

$

32,665

 

Weighted average interest rate at year end

 

0.94

%

1.65

%

Maximum month-end balance during the year

 

$

38,128

 

$

45,990

 

Average monthly balance during the year

 

18,065

 

24,242

 

Weighted average interest rate during the year

 

1.68

%

2.28

%

Carrying value of collateral for repurchase agreements

 

41,103

 

23,201

 

 

Bancorp offers repurchase agreements to its customers.  The agreements are fully collateralized by certain securities of the U.S. Government and its agencies and other approved investments including FHLB, FNMA, FFCB and FHLMC securities under agreements to repurchase. The securities underlying the agreements are held by a safekeeping agent. As of December 31, 2009, securities sold under agreements to repurchase were $38.1 million and all scheduled to mature during 2009 with variable interest rates between 0.40% to 2.00%.

 

18



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 7 — OTHER BORROWINGS (CONTINUED)

 

As of December 31, 2009, Bancorp held investment securities at the Federal Reserve with a market value of $48.5 million as collateral for discount window borrowings.  The Federal Reserve applies a margin to the market price of this collateral to determine lendable value, and as of December 31, 2009, this lendable value was $46.7 million.

 

NOTE 8 — INCOME TAXES

 

A reconciliation of the effective income tax rate with the federal statutory tax rate is as follows:

 

 

 

2009

 

2008

 

2007

 

(dollars in thousands)

 

Amount

 

Rate

 

Amount

 

Rate

 

Amount

 

Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision at statutory rate

 

$

1,140

 

34.0

%

$

2,120

 

34.0

%

$

3,805

 

34.0

%

Effect of non-taxable interest income

 

(385

)

(11.5

)

(411

)

(6.6

)

(369

)

(3.2

)

Non-deductible expenses

 

440

 

13.1

 

452

 

7.3

 

483

 

4.3

 

Tax credits

 

(1,219

)

(36.4

)

(1,224

)

(19.6

)

(1,190

)

(10.6

)

Other

 

69

 

2.1

 

61

 

0.9

 

(114

)

(1.1

)

Total income taxes

 

$

45

 

1.3

%

$

998

 

16.0

%

$

2,615

 

23.4

%

 

The tax credits are from Bancorp’s investment in Qualified Zone Academy Bonds.  In lieu of receiving periodic interest payments, Bancorp receives an annual income tax credit until maturity of the bond.  The tax credits become available one year after the bond is issued and each successive one year period thereafter until maturity.  At December 31, 2009 and 2008, Bancorp had $20.7 million and $21.1 million in Qualified Zone Academy Bonds with maturity dates ranging from approximately 2 years to 13 years.  The tax credits earned were $1.2 million for each of the last three years ended 2009, 2008 and 2007, respectively.

 

The following table shows the nature and components of Bancorp’s net deferred tax asset as of December 31:

 

(dollars in thousands)

 

2009

 

2008

 

Deferred Tax Assets

 

 

 

 

 

Allowance for loan losses

 

$

2,340

 

$

1,853

 

Unrealized loss on securities available-for-sale

 

 

 

Other deferred tax assets

 

241

 

74

 

Other accrued expenses

 

109

 

71

 

Other real estate owned

 

386

 

13

 

Total deferred assets

 

3,076

 

2,011

 

 

 

 

 

 

 

Deferred Tax Liabilities

 

 

 

 

 

Deferred loan fees for tax purposes in excess of amounts deferred for financial reporting

 

(50

)

(65

)

Investment securities

 

(33

)

(28

)

Premises and equipment

 

(225

)

(328

)

Unrealized gain on securities available-for-sale

 

(965

)

(1,198

)

Other

 

(49

)

(48

)

Total deferred liabilities

 

(1,322

)

(1,667

)

Net deferred tax asset

 

$

1,754

 

$

344

 

 

19



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 8 — INCOME TAXES (CONTINUED)

 

A valuation allowance against deferred tax assets has not been established as it is more likely than not, based on Bancorp’s historical performance, that these deferred tax assets will be realized.

 

FASB ASC 740, “Accounting for Uncertainty in Income Taxes” seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. ASC 740 provides guidance on de-recognition, classification, interest and penalties and accounting in interim periods and requires expanded disclosure with respect to uncertainty in income taxes.  As a result of the implementation of ASC 740, Bancorp recognized no adjustments for unrecognized income tax benefits, all of which would affect Bancorp’s effective income tax rate if recognized.

 

Our accounting policy with respect to interest and penalties arising from income tax settlements is to recognize them as non-interest expense.  Bancorp had no unrecognized tax benefits at December 31, 2009 and 2008 and recognized no interest or penalties expense during 2009 and 2008. Bancorp and its subsidiary files income tax returns in the United States federal jurisdiction. Bancorp is no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2006.  During 2007, the State of Washington examined the Bancorp’s business and occupation tax returns for 2003, 2004, 2005, and 2006 and no significant adjustments were identified.

 

NOTE 9 EMPLOYEE BENEFIT PLANS

 

401K Plan: Bancorp has a 401(k) plan covering substantially all of its employees. Eligible employees may contribute amounts through payroll deductions. Bancorp matches 100% of each eligible employee’s elected contributions, up to a maximum of 4% of the employee’s annual eligible compensation. At the discretion of the Board of Directors, Bancorp also makes an annual discretionary profit sharing contribution of 2%, which is allocated to eligible employees based upon annual eligible compensation. All employee contributions vest immediately and employer contributions vest over a 6 year period.  Employees have the option of investing contributions among selected mutual funds. During years ended December 31, 2009, 2008 and 2007, Bancorp contributed approximately $384,000, $355,000 and $336,000, respectively, to the 401(k) plan.

 

Incentive Stock Plan: Bancorp has one share-based payment plan, which is shareholder approved, and permits the grant of share-based awards to its employees and directors up to 100,000 shares.  The plan addresses stock options, restricted stock awards and other stock based compensation awards.  This plan is primarily designed to recognize, motivate, reward and retain eligible employees and to better align the interest of Bancorp’s employees with those of its shareholders.

 

During 2009, Bancorp granted options and in 2008 granted both options and restricted stocks awards. No options or awards were granted in 2007. It is the Bancorp’s policy to issue new shares of common stock for options and restricted stock awards.  Total equity compensation expense was $256,000 in 2009, $199,000 in 2008 and $135,000 in 2007. In 2007 and 2009, cash received from the exercise of options and restricted stock awards totaled $4,000 and in 2008, no options were exercised. There was no tax benefit realized on stock options and restricted stock awards in 2009, 2008 and 2007.

 

20



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 9 EMPLOYEE BENEFIT PLANS (CONTINUED)

 

Stock Options: All options granted during 2009 and 2008 were Incentive Stock Options and were granted at a price equal to the market value of the stock on the grant date, have a term of 10 years and vest over a five year period.  Bancorp measures the fair value of each stock option at the date of the grant, using the Black Scholes option valuation model.  The application of this valuation model involves assumptions that are judgmental and sensitive in the determination of compensation expense.  The fair value of all options is amortized on a straight-line basis over the vesting periods. Estimated forfeitures will be evaluated in subsequent periods and may change based on new facts and circumstances.  Assumptions used in arriving at the fair value of options granted are presented in the following table. No stock options were awarded in 2007.

 

 

 

2009

 

2008

 

Expected price volatility

 

18.41

%

16.14

%

Risk-free interest rate

 

2.05

%

3.37

%

Dividend yield on underlying stock

 

2.30

%

2.38

%

Weighted-average expected life in years

 

7.00

 

7.00

 

Weighted-average grant date fair value

 

30.78

 

31.84

 

 

The volatility factor is based on historical stock prices over the most recent period commensurate with the estimated expected life of the award.  The risk-free interest rate is based on the U.S. Treasury curve in effect at the time of the award. As Bancorp does not have a long history of stock options, an average or mid-point based on the vesting term and the expiration term was used in determining the weighted average expected life on options granted to employees.  The expected dividend yield is based on dividend trends and the market value of the Bancorp’s stock price at the time of the award.

 

The following table summarizes the activity related to options outstanding at December 31, 2009. The aggregate intrinsic value represents the total pretax intrinsic value (amount by which the fair value of the underlying stock exceeds the exercise price of an option or award, times the number of shares).

 

(dollars in thousands except share and per share amounts)

 

 

 

Shares

 

Weighted
Average Exercise
Price

 

Weighted
Average
Remaining
Contractual Terms

 

Aggregate
Intrinsic Value

 

Outstanding at January 1, 2009

 

18,331

 

$

170.48

 

7.69

 

$

541

 

Granted

 

10,455

 

195.00

 

10.00

 

 

Exercised

 

25

 

 

 

$

1

 

Forfeited

 

 

 

 

 

Outstanding at December 31, 2009

 

28,761

 

$

179.40

 

7.58

 

$

 

Exercisable at December 31, 2009

 

8,941

 

$

166.33

 

6.36

 

$

 

 

The unrecognized share-based compensation cost relating to stock option expense at December 31, 2009 was $505,000 which will be recognized over the remaining vesting schedule of the options.  The total intrinsic value of options exercised during the twelve months ended December 31, 2009, 2008 and 2007 was $1,000, $0 and $1,000.  The total fair value of shares vested during the year ended December 31, 2009, 2008, and 2007 was $676,000, $532,000 and $490,000.

 

21



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 9 EMPLOYEE BENEFIT PLANS (CONTINUED)

 

A summary of the status of Bancorp’s non-vested stock options as of December 31, 2009, and activity during the year ended December 31, 2009, is presented below:

 

 

 

Shares

 

Weighted
Average Grant-
Date Fair Value

 

 

 

 

 

 

 

Nonvested at January 1, 2009

 

13,036

 

$

32.73

 

Awarded

 

10,455

 

30.78

 

Vested

 

3,671

 

32.90

 

Forfeited

 

 

 

Nonvested at December 31, 2009

 

19,820

 

$

31.67

 

 

Stock Awards: Recipients of restricted stock awards do not pay any cash consideration to Bancorp for the shares and receive all dividends with respect to all such shares, whether or not shares have vested.  The awards vest over a five year period.  Bancorp measures the fair value of each stock award at the date of the grant and recognizes compensation based on the market price of Bancorp’s common stock.  The unrecognized share-based compensation cost relating to restricted stock awards expense at December 31, 2009 was $208,000, which will be recognized over the remaining years of the original five year vesting period of the awards. The weighted average grant date fair value of restricted stock awards granted during 2008 was $189.00.  No awards were granted during 2009 or 2007. The total intrinsic value of stock awards exercised and the total fair value of shares vested during the year ended December 31, 2009, 2008 and 2007 was $112,000, $62,000 and $57,000.

 

The following table summarizes the activity relating to restricted stock awards outstanding at December 31, 2009. The aggregate intrinsic value represents the total pretax intrinsic value (amount by which the fair value of the underlying stock exceeds the exercise price of an option or award, times the number of shares).

 

(dollars in thousands except share and per share amounts)

 

 

 

Shares

 

Weighted Average
Remaining
Contractual Terms (in
years)

 

Aggregate
Intrinsic Value

 

Outstanding at January 1, 2009

 

2,159

 

3.61

 

$

432

 

Granted

 

 

 

 

Vested

 

595

 

 

104

 

Forfeited

 

 

 

 

Outstanding at December 31, 2009

 

1,564

 

2.80

 

$

235

 

Exercisable at December 31, 2009

 

 

 

 

 

22



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 10 — COMMITMENTS

 

Bancorp is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans, provide funds under existing lines of credit, standby letters of credit and municipal warrants. Those instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of Bancorp’s involvement in particular classes of financial instruments. Bancorp uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

 

Commitments to originate loans or provide funds under existing lines of credit or to fund municipal warrants are agreements to lend to a customer as long as there is no violation of any condition established in the terms and conditions of the loan documents. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee and may be either fixed or variable interest rates. Total commitment amounts may not necessarily represent future cash-flow requirements. Bancorp generally expects commitments to be drawn upon, however, some of these commitments may not be drawn upon prior to expiration.

 

The amount of collateral obtained, if it is deemed necessary by Bancorp upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties.

 

Standby letters of credit are conditional commitments issued by Bancorp to guarantee the performance of a customer to a third party. Commercial and standby letters of credit are granted primarily to commercial borrowers. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Except for certain long-term guarantees, the majority of guarantees expire in one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Bancorp has not incurred any losses on its letter of credit commitments in 2009, 2008 or 2007.

 

The following table represents the off-balance sheet commitments with their remaining terms as of December 31, 2009: (dollars in thousands)

 

 

 

Total

 

Less Than
One Year

 

One Year
Through
Three Years

 

Three Years
Through Five
Years

 

Thereafter

 

Unfunded commitments to extend credit

 

$

59,091

 

$

28,190

 

$

7,270

 

$

4,584

 

$

19,047

 

Credit card arrangements

 

11,746

 

11,746

 

 

 

 

Commitments to fund municipal warrants

 

2,863

 

1,915

 

500

 

 

448

 

Standby letters of credit

 

2,261

 

2,067

 

33

 

 

161

 

 

23



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 11 —FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Disclosures regarding the fair value of financial asset and liabilities, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis are required disclosures.  The estimated fair values have been determined by Bancorp using available market information and appropriate valuation methodologies and considerable judgment is necessary to interpret market data in the development of the estimates of fair value.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In that regard, the fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement on the instrument. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of Bancorp.

 

Cash, Due From Banks, Federal Funds Sold, Other Borrowings and Accrued Interest Receivable and PayableThe carrying amount of these financial assets and liabilities approximates fair value.

 

Investment Securities — The securities classified as available for sale are reported at fair value utilizing Level 2 inputs. The fair values for held-to-maturity securities including fixed rate warrants and qualified zone academy bonds, included in state and political subdivisions investment securities, are estimated using discounted cash flow analysis using interest rates currently being offered for warrants of similar terms or the current qualified zone academy bond interest rates.

 

Loans The fair value of loans is estimated by discounting anticipated future cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality as of the balance sheet date.  An overall liquidity discount was also used for 2009 to reflect the decline of loan sales in the marketplace.  Impaired loans were not subjected to discounted cash flow analysis as they are already considered to be held at fair value.

 

Deposits The fair values disclosed for demand, savings, and money market accounts are equal to their carrying amounts. The fair values for fixed-rate time deposits are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated expected maturities on time deposits.

 

Off-Balance-Sheet Instruments Commitments to extend credit and standby letters of credit represent the principal categories of off-balance financial instruments (See Note 10).  The fair value of these instruments is not considered material since they are for relatively short periods of time and are subject to customary credit terms, which would not include terms that would expose Bancorp to significant gains or losses.

 

24



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 11 —FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

 

The carrying amounts and estimated fair values of Bancorp’s financial instruments at December 31, 2009 and 2008 are as follows:

 

 

 

2009

 

2008

 

 

 

Carrying

 

 

 

Carrying

 

 

 

(dollars in thousands)

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

Financial Assets

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

14,441

 

$

14,441

 

$

11,954

 

$

11,954

 

Federal funds sold

 

62,531

 

62,531

 

 

 

Investment securities

 

158,859

 

159,122

 

139,165

 

139,245

 

Net loans

 

386,649

 

361,780

 

393,775

 

393,964

 

Accrued interest receivable

 

2,531

 

2,531

 

2,430

 

2,430

 

 

 

 

 

 

 

 

 

 

 

Financial Liabilities

 

 

 

 

 

 

 

 

 

Demand and savings deposits

 

339,001

 

339,001

 

308,401

 

308,401

 

Time deposits

 

206,435

 

208,142

 

161,137

 

162,448

 

Federal funds purchased and securities sold under agreements to repurchase

 

38,128

 

38,128

 

32,665

 

32,665

 

Accrued interest payable

 

366

 

366

 

341

 

341

 

 

NOTE 12 —FAIR VALUE MEASUREMENTS

 

The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed below.  The methodologies for other financial assets and liabilities are discussed above. FASB ASC 820 establishes a hierarchy that prioritizes the use of fair value inputs used in the valuation methodologies into the following three levels:

 

Level 1 — Quoted prices for identical instruments in active markets that Bancorp has the ability to access at the measurement date.

 

Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

 

Level 3 — Significant unobservable inputs that reflect the Bancorp’s own assumption about the assumptions that market participants would use in pricing an asset or liability.

 

In general, Bancorp determines fair value based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available. The valuation techniques used are based on observable and unobservable inputs.  Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.  While management believes Bancorp’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions used to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

25


 


 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 12 —FAIR VALUE MEASUREMENTS (CONTINUED)

 

The table below shows assets measured at fair value on a recurring basis as of the dates indicated.

 

(dollars in thousands)

 

 

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

December 31, 2009

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

$

118,561

 

$

 

$

118,561

 

$

 

Total

 

$

118,561

 

$

 

$

118,561

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

 

 

 

 

 

 

Available-for-sale securities

 

$

102,647

 

$

 

$

102,647

 

$

 

Total

 

$

102,647

 

$

 

$

102,647

 

$

 

 

Investment Securities Available for Sale — Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, Bancorp obtains fair value measurements from an independent pricing service.  The fair value measurements includes considerable observable data that may include dealer quotes, market spreads, cash flows, the treasury yield curve, yield/spread relationships, consensus prepayment rates, and the bonds terms and conditions,  among other things.

 

The table below shows assets measured at fair value on a non-recurring basis as of the dates indicated.

 

(dollars in thousands)

 

 

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant Other
Observable
Inputs

 

Significant
Unobservable
Inputs

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

December 31, 2009

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

23,188

 

$

 

$

 

$

23,188

 

Other real estate owned

 

$

6,284

 

$

 

$

 

$

6,284

 

Total

 

$

29,472

 

$

 

$

 

$

29,472

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

5,417

 

$

 

$

 

$

5,417

 

Total

 

$

5,417

 

$

 

$

 

$

5,417

 

 

Impaired Loans — Impaired loans are reported at the lower of the recorded amount of the loan or fair value of the underlying collateral, if the loan is collateral dependent.  Impaired loans with a carrying amount of $26.1 million were written down to their fair value to $23.2 million, resulting in a $2.9 million charge or reserve allocation to the allowance for loan losses for the twelve months ended December 31, 2009.  During 2008, impaired loans were reduced via partial charge-offs and loan impairment reserves of $267,000 to a fair value of $5.4 million.

 

Other Real Estate Owned — Other real estate owned includes properties acquired through foreclosure.  These properties are recorded at the lower of the recorded amount of the loan, or estimated fair value less estimated costs to sell based on periodic evaluations using Level 3 inputs.  Valuation of the property occurs when it is foreclosed upon and at least annually thereafter.  Write-downs arising from the acquisition of property, in full or partial satisfaction of loans, are charged to the allowance for loan losses.

 

26



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 12 —FAIR VALUE MEASUREMENTS (CONTINUED)

 

Subsequent write-downs after acquisition, identified through management’s periodic valuations, are written down through non-interest expenses. Other real estate owned with a carrying amount of $7.5 million, were written down to their fair value of $6.3 million, resulting in write-downs of $1.2 million, which was charged against earnings for the twelve months ended December 31, 2009.

 

NOTE 13 — RELATED PARTY TRANSACTIONS

 

Loans to directors, executive officers, principal stockholders of Bancorp and their affiliates are subject to regulatory limitations. In the opinion of management, related party loans and deposits are transacted as part of Bancorp’s normal course of business, and are not subject to preferential terms or conditions.  At December 31, 2009 and 2008, loans outstanding to directors and executive officers were $16.9 million and $17.5 million, respectively.  During 2009, advances or new loans totaled $13.5 million and repayments totaled $14.1 million.  During 2009 and 2008, there were no loans to related parties that were considered to be classified or impaired. Deposits from related parties totaled $16.2 million and $11.3 million at December 31, 2009 and 2008, respectively.

 

NOTE 14 — STOCKHOLDERS’ EQUITY AND REGULATORY MATTERS

 

Skagit State Bancorp and Skagit State Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Bancorp’s financial statements. Under capital adequacy guidelines on the regulatory framework for prompt corrective action, specific capital adequacy guidelines, that involve quantitative measures of Bancorp’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices, must be met. The capital classifications are subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Quantitative measures, established by regulation to ensure capital adequacy, require maintenance of minimum amounts and ratios (set forth in the table on the following page) of total and Tier I capital to risk weighted assets (as defined in the regulations), and of Tier I capital to average assets. As of the most recent notification from the Bank’s primary regulator, the Bank was categorized as well-capitalized under the regulatory framework for prompt corrective action. At December 31, 2009, Skagit State Bancorp and the Bank both exceeded regulatory capital requirements and were “well-capitalized” pursuant to such regulations. There are no conditions or events since that notification that management believes have changed the Bank’s category.  Payments of dividends are subject to federal regulatory requirements and cash dividends paid by Skagit State Bank to Skagit State Bancorp, Inc. are subject to both federal and state regulatory requirements.

 

27



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 14 — STOCKHOLDERS’ EQUITY AND REGULATORY MATTERS (CONTINUED)

 

The following table sets forth the amounts and ratios regarding actual and minimum regulatory capital requirements, together with the amounts and ratios required to meet the definition of a “well-capitalized” institution.

 

 

 

 

 

 

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

 

 

 

 

Capitalized Under

 

 

 

 

 

 

 

For Capital

 

Prompt Corrective

 

 

 

Actual

 

Adequacy Purposes

 

Action Provisions

 

(dollars in thousands)

 

Amount

 

Ratio

 

Amount

 

Minimum
Ratio

 

Amount

 

Ratio

 

As of December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital
(to Risk-Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

66,563

 

14.39

%

$

37,002

 

> 

8.00

%

$

46,252

 

> 

10.00

%

Skagit State Bancorp, Inc.

 

$

66,783

 

14.43

%

$

37,021

 

> 

8.00

%

$

46,276

 

> 

10.00

%

Tier I Capital
(to Risk-Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

60,768

 

13.14

%

$

18,501

 

> 

4.00

%

$

27,751

 

> 

6.00

%

Skagit State Bancorp, Inc.

 

$

60,985

 

13.18

%

$

18,510

 

> 

4.00

%

$

27,765

 

> 

6.00

%

Tier I Capital
(to Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

60,768

 

9.74

%

$

24,959

 

> 

4.00

%

$

31,199

 

> 

5.00

%

Skagit State Bancorp, Inc.

 

$

60,985

 

9.77

%

$

24,959

 

> 

4.00

%

$

31,199

 

> 

5.00

%

As of December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital
(to Risk-Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

64,776

 

14.04

%

$

36,901

 

> 

8.00

%

$

46,127

 

> 

10.00

%

Skagit State Bancorp, Inc.

 

$

64,926

 

14.07

%

$

36,913

 

> 

8.00

%

$

46,141

 

> 

10.00

%

Tier I Capital
(to Risk-Weighted Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

59,326

 

12.86

%

$

18,451

 

> 

4.00

%

$

27,676

 

> 

6.00

%

Skagit State Bancorp, Inc.

 

$

59,476

 

12.89

%

$

18,456

 

> 

4.00

%

$

27,684

 

> 

6.00

%

Tier I Capital
(to Average Assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skagit State Bank

 

$

59,326

 

10.50

%

$

22,596

 

> 

4.00

%

$

28,245

 

> 

5.00

%

Skagit State Bancorp, Inc.

 

$

59,476

 

10.53

%

$

22,596

 

> 

4.00

%

$

28,242

 

> 

5.00

%

 

NOTE 15 — CONTINGENCIES

 

From time to time, Bancorp may become a plaintiff and/or defendant in certain claims and legal actions arising in the ordinary course of commercial banking involving real estate lending transactions and other ordinary routine litigation incidental to the business of Bancorp.  Bancorp is not currently a party to any pending legal proceedings that Bancorp believes would have a material adverse effect on the financial condition or results of operations of Bancorp.

 

28



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 16 — EARNINGS PER SHARE

 

The following table presents the computation of basic and diluted earnings per share for the years ended:

 

(dollars in thousands except share and per share amounts)

 

2009

 

2008

 

2007

 

Numerator:

 

 

 

 

 

 

 

Net income

 

$

3,307

 

$

5,238

 

$

8,576

 

Denominator:

 

 

 

 

 

 

 

Denominator for basic earnings per share - Weighted average shares outstanding

 

586,623

 

606,018

 

671,937

 

Effect of dilutive securities:

 

 

 

 

 

 

 

Stock options and restricted stock grants

 

3,690

 

4,856

 

2,509

 

Denominator for diluted earnings per share - Weighted average shares outstanding

 

590,313

 

610,874

 

674,446

 

Basic earnings per share

 

$

5.64

 

$

8.64

 

$

12.76

 

Diluted earnings per share

 

$

5.60

 

$

8.57

 

$

12.72

 

 

NOTE 17 — PARENT COMPANY (ONLY) FINANCIAL INFORMATION

 

The following table presents the condensed financial statements for Skagit State Bancorp, Inc. (parent company only) at December 31, 2009 and 2008:

 

Condensed Balance Sheet

 

December 31,

 

2009

 

2008

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

19

 

$

8

 

Other assets

 

233

 

142

 

Investment in subsidiaries

 

62,640

 

61,651

 

Total Assets

 

$

62,892

 

$

61,801

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Other liabilities

 

$

35

 

$

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

12,303

 

12,042

 

Accumulated other comprehensive income, net of tax

 

1,872

 

2,325

 

Retained earnings

 

48,682

 

47,434

 

Total stockholders’ equity

 

62,857

 

61,801

 

Total Liabilities and Stockholders’ Equity

 

$

62,892

 

$

61,801

 

 

29



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 17 — PARENT COMPANY (ONLY) FINANCIAL INFORMATION (CONTINUED)

 

Condensed Statement of Income

 

Year Ended December 31,

 

2009

 

2008

 

Non-interest expense

 

$

328

 

$

304

 

Loss before income tax benefit and equity in undistributed income of subsidiaries

 

(328

)

(304

)

Income tax benefit

 

91

 

84

 

Loss before equity in undistributed income of subsidiaries

 

(237

)

(220

)

Undistributed income of subsidiaries

 

1,185

 

(12,693

)

Dividend income from Bank

 

2,359

 

18,151

 

Net Income

 

$

3,307

 

$

5,238

 

 

Condensed Statement of Cash Flows

 

Year Ended December 31,

 

2009

 

2008

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net Income

 

$

3,307

 

$

5,238

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

Equity in undistributed (earnings) losses of subsidiaries

 

(1,185

)

12,693

 

Other assets

 

(91

)

(85

)

Other liabilities

 

35

 

 

Net cash flows from operating activities

 

2,066

 

17,846

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Amount paid for redemption of common stock

 

 

(15,304

)

Cash dividends paid to stockholders

 

(2,059

)

(2,646

)

Proceeds for exercise of stock options

 

4

 

 

Net cash flows from financing activities

 

(2,055

)

(17,950

)

 

 

 

 

 

 

Cash and due from banks, beginning of year

 

8

 

112

 

Cash and due from banks, end of year

 

$

19

 

$

8

 

 

NOTE 18 — NEW ACCOUNTING PRONOUNCEMENTS

 

On July 1, 2009, the FASB launched the Accounting Standards Codification (ASC), a structural overhaul to U.S. GAAP that changes from a standards-based model to a topically based model.  The topics are organized by ASC number and are updated with an Accounting Standards Update (ASU). The Codification is the single source of nongovernmental authoritative U.S. GAAP for interim and annual periods ending after September 15, 2009.  It supersedes all authoritative literature in Levels A-D of the U.S. GAAP hierarchy.

 

FASB ASC Topic 820-10-50, “Interim Disclosures about Fair Value of Financial Instruments”.  The guidance requires publically traded companies to disclose the fair value of financial instruments in interim periods previously required in annual financial statements.  The guidance was effective for interim and annual periods ending after June 15, 2009. The implementation of this guidance did not have a material impact on the consolidated financial statements.

 

30



 

SKAGIT STATE BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

December 31, 2009, 2008 and 2007

 

NOTE 18 — NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

 

FASB ASC Topic 855, “Subsequent Events.” New authoritative accounting guidance under ASC Topic 855, “Subsequent Events,” establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective for financial statements for periods ending after June 15, 2009. The implementation of this guidance did not have a material impact on the consolidated financial statements.

 

FASB ASC Topic 320, “Recognition and Presentation of Other-Than-Temporary Impairments”.  This guidance amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The guidance was effective for interim and annual periods ending after June 15, 2009. The implementation of this guidance did not have a material impact on the consolidated financial statements.

 

31



 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

The following discussion is intended to assist in understanding the financial condition and results of operations of Bancorp.  The purpose of this discussion is to focus on significant factors concerning Skagit State Bancorp’s financial condition and results of operation.  This discussion should be read in conjunction with the financial statements and the accompanying notes thereto.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Bancorp’s financial statements are based upon the selection and application of significant accounting policies which by their nature are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Bancorp considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on Bancorp’s financial statements. Management has identified specific accounting policies that due to judgments, estimates and assumptions and economic assumptions which may prove inaccurate or are subject to variation that may significantly affect our reported results of operations and financial positions for the periods presented or in future periods.  These policies relate to the determination of the allowance for loan losses, deferred income taxes and the valuation of real estate owned and investment securities. This discussion should be read in conjunction with Note 1 to the Consolidated Financial Statements.

 

Allowance for Loan Losses — The allowance for loan losses (“ALLL”) represents management’s best estimate of losses inherent in the portfolio and is evaluated on a regular basis. These evaluations are inherently subjective and it requires management to make numerous assumptions, estimates and judgments that are susceptible to significant revision as more information becomes available. In analyzing the adequacy of the allowance for loan losses, we utilize a comprehensive loan grading system to determine the risk potential in the portfolio and also consider the results of independent third party credit reviews. The allowance is based upon Bancorp’s evaluation of the pertinent factors underlying the quality and composition of the loan portfolio, levels and trends in losses and delinquencies, current economic conditions, specific industry conditions and the estimated value of any underlying collateral. The allowance consists of specific, general and unallocated components.

 

Specific Valuation Allowance: A specific valuation allowance is established based on a review of impaired loans including troubled debt restructures for specific weaknesses, impairment and loss exposure.  Impaired loans including troubled debt restructures with balances greater than $250,000 are reviewed for impairment and specific loss exposure. In addition, other loans not meeting the threshold may also be analyzed. Smaller balance loan pools, such as consumer and credit card loans, are grouped with other loans in its product type and risk grade category for reserve purposes. In general, the specific allocation for a loan is equal to the impairment measured by ASC 310.  If the loan is collateral dependent, a specific reserve is established when the value of the loan collateral is less than Bancorp’s recorded investment in the loan.  If the loan is not collateral dependent, a specific allocation is established when the discounted cash flow is less than Bancorp’s recorded investment in the loan.

 

General Allowance: The general allowance is based on historical loan loss experience for different loan types and different risk gradings with adjustments for current events and conditions.  Bancorp’s loan portfolio is broken into different loan types and different risk ratings.  For real estate and commercial loans, Bancorp uses historical loss experience factors by loan category, adjusted for changes in trends and conditions, to help determine an indicated allowance for each category based on individual risk ratings. In addition, other factors are considered in the analysis including volumes and trends of delinquencies, levels of nonaccrual loans, repossessions and bankruptcies, trends in criticized and classified loans, and expected losses on loans secured by real estate, new policies, economic conditions, concentrations of credit risk, and the experience and abilities of lending personnel are also taken into consideration. Historical loss rates for commercial and real estate types loans are established by examining historical charge-off data for each pool of loans, typically over the last 5 years (although the period may be shortened based on current and expected trends and conditions). Bancorp’s process is designed to account for credit deterioration as it occurs.  Thus, as the loans are risk-rated downward, additional adjustments are made to the historical loss factors.  The adjustments are a result of management’s judgment about risks inherent in these risk categories.  Loss factor rates for consumer loans are based on West Coast consumer loan loss statistics from Equifax and the loss factors for Credit Cards are based on Federal Reserve Statistical loss rates.

 

32



 

Unallocated General Allowance: An unallocated general allowances is established based on an additional review of the adequacy of the allowance on the loan portfolio in its entirety, as well as our judgmental consideration of any adjustments necessary for subjective factors such as economic uncertainties and concentration risks. The unallocated allowance provides for other credit losses inherent in the loan portfolio that may not have been contemplated in the general and specific components of the allowance.

 

There are numerous components that enter into the evaluation of the allowance for loan losses. Some are quantitative while others require Bancorp to make qualitative judgments. While Bancorp believes that it uses the best information available to determine the allowance for loan losses and that our processes adequately address the various components that could potentially result in credit losses, the processes and the various components include features that may be susceptible to significant change. Any unfavorable differences between the actual outcome of credit-related events and our estimates and projections could require an additional provision for credit losses, which would negatively impact Bancorp’s results of operations in future periods. Bancorp believes that given the procedures we follow in determining the potential losses in the loan portfolio, the various components used in the current estimation processes are appropriate. Regardless of the methodology employed, we expect current economic conditions may result in increases to the allowance for loan losses for 2010. In addition, growth of the loan portfolio and a further decline in the performance of the economy, in general, or a further decline in real estate values in our market areas, in particular, could have an adverse impact on collectability, increase the level of non-performing loans or have other adverse effects which alone or in aggregate could have a material adverse effect on our business, financial condition, results of operation and cash flows which may require additional provisions to our allowance for loan losses. The ultimate recovery of loans is susceptible to future market factors beyond Bancorp’s control. Additionally, loans are subject to examinations by regulators, who, based upon their judgment, may require Bancorp to make additional provisions or adjustments to its allowance for loan losses.

 

See the section captioned “Allowance for Loan Losses” elsewhere in this discussion for further details of the risk factors considered by management in estimating the necessary level of the allowance for possible loan losses.

 

Other Real Estate Owned Other real estate owned includes properties acquired through foreclosure and other properties owned but no longer used for banking purposes. These properties are recorded at the lower of cost or estimated fair value less estimated costs to sell based on periodic evaluations. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate.

 

Valuation of the property occurs when it is foreclosed upon and annually thereafter.  If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Legal and professional fees associated with foreclosures are expensed as incurred. Costs incurred to improve property are capitalized to the extent they are deemed to be recoverable; however, in no event are recorded costs allowed to exceed fair value. Subsequent gains, losses, or expenses recognized on the sale of these properties are included in non-interest income or expense.

 

Investment Securities — Bancorp’s investment portfolio is classified into two groups; Securities Available for Sale (AFS) and Securities Held to Maturity (HTM).

 

Investment securities classified as available-for-sale are recorded at fair value, with the net unrealized gain or loss included in comprehensive income within the statement of stockholders’ equity, net of tax. Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, Bancorp obtains fair value measurements from an independent pricing service.  The fair value measurements includes considerable observable data that may include dealer quotes, market spreads, cash flows, the treasury yield curve, yield/spread relationships, consensus prepayment rates, and the bonds terms and conditions,  among other things. The fair values of fixed rate warrants and qualified zone academy bonds, included in state and political subdivisions investment securities, are estimated using discounted cash flow analysis using interest rates currently being offered for warrants of similar terms or the current qualified zone academy bond interest rates.

 

Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting Bancorp’s financial position, results of operations and cash flows. If the estimated value of investments is less than the cost or amortized cost, Bancorp evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment.

 

33



 

In estimating other-than-temporary impairment losses, management considers, among other things, the length of time and the extent to which the fair values has been less than cost, the financial condition and near-terms prospects of the issuer, and the intent and ability of Bancorp to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in costs. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. If Bancorp intends to sell the security or it is more likely than not that it will be required to sell the security, the other-than-temporary impairment will be recognized in earnings equal to the entire difference between the cost basis and fair value.  If Bancorp does not intend to sell the security and it is not more likely than not that Bancorp will sell the security before recovery of its cost basis, the difference between the cost basis and fair value is reflected in earnings as realized losses to the extent the impairment is related to credit losses.  The amount of the impairment related to other factors is recognized in other comprehensive income. The previous cost basis less the other-than-temporary impairment recognized in earnings becomes the new cost basis of the security.

 

Deferred Income Taxes - Bancorp’s net deferred income tax asset arises from differences in the dates that items of income and expense enter into reported income and taxable income. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. For purposes of a valuation allowance, Bancorp evaluates all evidence currently available, both positive and negative, including existence of taxes paid in available carry-back years, forecasts of future income, cumulative losses, applicable tax planning strategies and assessments of the current and future economic and business conditions.

 

Additionally, Bancorp reviews its uncertain tax positions annually. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount actually recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the “more likely than not” test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.

 

FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Bancorp’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations in the forward-looking statements, including those set forth in this Annual Report and Form 10-K, or the documents incorporated by reference:

 

·              the risks associated with lending and potential adverse changes in the credit quality of loans in our portfolio, including as a result of declines in the housing and real estate markets in our market areas;

·              increased loan delinquency rates;

·              the risks presented by a continued economic downturn, which could adversely affect credit quality, loan collateral values, investment values, liquidity levels, and loan originations;

·              changes in market interest rates, which could adversely affect our net interest income and profitability;

·              legislative or regulatory changes that adversely affect our business or our ability to complete pending or prospective future acquisitions;

·              reduced demand for banking products and services;

·              competition from other financial services companies in our markets; and

·              Bancorp’s success in managing risks involved in the foregoing.

 

34



 

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Risk Factors in Item 1A. Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K or documents incorporated by reference. Bancorp does not undertake any obligation to publicly correct or update any forward-looking statement if we later become aware that actual results are likely to differ materially from these expressed in such forward looking statement.

 

BUSINESS

 

Skagit State Bancorp, Inc. is a bank holding company with one wholly owned subsidiary - Skagit State Bank (collectively, “Company” or “Bancorp”).  Skagit State Bank began operations in 1958 and is headquartered in Burlington (Skagit County), Washington.  The Bank provides a full range of banking services and products to both businesses and individuals through 12 full service banking offices located in Skagit, Snohomish and Whatcom counties.

 

OVERVIEW

 

For the year ended December 31, 2009, net income decreased to $3.3 million or $5.60 per diluted earnings per share compared to $5.2 million or $8.57 per diluted earnings per share in 2008 and $8.6 million or $12.72 per diluted share in 2007. Return on average assets was 0.56 percent in 2009 compared to 0.91 percent and 1.54 percent in 2008 and in 2007.  Return on average equity was 5.22 percent in 2009 compared to 8.27 percent and 12.33 percent in 2008 and 2007.

 

The decrease in net income during 2009 was primarily attributable to decreased net interest income, increased FDIC insurance premiums and increased provisions for loan losses partially offset by decreases in write-downs on other real estate owned and salary expenses. The decrease in 2008 net income compared to 2007 was primarily a result of increased provisions for loan losses, increased provisions for other real estate owned and a decrease in net interest income which was partially offset by increases in non-interest income. For purposes of comparability, results from 2007 were favorably impacted by $935,000 in interest income recognized on a cash basis on two loan relationships and a $150,000 benefit for loan losses.

 

Highlights for 2009 include:

 

At December 31, 2009, Bancorp continued to exceed regulatory capital requirements for well-capitalized banks. Bancorp’s Total Risk-Based Capital ratio was 14.43% which exceeded the regulatory well-capitalized requirement of 10%.   Stockholders’ equity increased to $62.9 million at December 31, 2009 from $61.8 million at December 31, 2008.

 

Total assets increased to $647.9 million at December 31, 2009 compared to $566.9 million at December 31, 2008.

 

Net loans decreased by $7.1 million or 1.8 percent to $386.6 million at December 31, 2009, compared to $393.8 million at December 31, 2008.  This decrease in loan balances reflects the current market conditions and the lower demand and lower availability of quality loans and a decrease in line of credit usage by borrowers.

 

Total deposits increased $76.0 million or 16.2% to $545.4 million at December 31, 2009 from $469.5 million at December 31, 2008.  Time certificates of deposits increased $45.3 million and other deposit accounts increased $30.7 million.

 

Provision for loan losses increased to $3.6 million in 2009 from $2.1 million in 2008.  2009 provisions exceeded net-charge-offs by $1.4 million and as a result the allowance for loan losses to net loans ratio increased to 1.78% at December 31, 2009 from 1.38% at December 31, 2008.  As a result of the continued deterioration in the local economy, non-performing assets increased to $17.0 million or 2.63% of total assets at December 31, 2009 compared to $11.1 million or 1.96% at December 31, 2008.

 

Bancorp’s continued to pay cash dividends to shareholders during 2009. However, dividends decreased to $3.50 per share in 2009 from $4.50 per share in 2008, reflecting the current economic environment and decreased net income for 2009.

 

35



 

RESULTS OF OPERATIONS

 

Bancorp’s results of operations are dependent to a large degree on net interest income, operating efficiency and the level of the provision for loan losses. Bancorp’s operations are sensitive to interest rate changes and the resulting impact on net interest income. In addition, changes in net interest income are influenced by the volume of assets and liabilities and the rates earned and paid respectively.  Bancorp generates non-interest income primarily through fees and service charges on deposit accounts and gains on the sale of mortgage loans. Bancorp’s non-interest expenses consist primarily of salaries and employee benefits expense, bank premises and equipment expenses and other operating expenses.

 

NET INTEREST INCOME              Net interest income is Bancorp’s principal source of revenue and is comprised of interest income on earnings assets (loans and investment securities) less interest expense on interest-bearing liabilities (deposits and borrowings). Interest income and expense are affected significantly by general economic conditions, particularly changes in market interest rates, and by government policies and the actions of regulatory authorities.

 

Bancorp’s net interest income decreased $589,000 in 2009 to $21.5 million from $22.1 million in 2008 and from $23.7 million in 2007. The net interest margin is net interest income expressed as a percent of average interest-earning assets. Net interest margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities as well as levels of non-interest bearing liabilities.  The net interest margin decreased to 3.85 percent in 2009 from 4.10 percent in 2008 and 4.52 percent in 2007.

 

The decreases in 2009 were primarily due to the negative impact of the change in the interest-earning asset composition with lower yield federal funds sold comprising a higher percentage of total interest-earning assets.  In addition, interest income not recognized on non accruing loans negatively impacted the net interest margin by 10 basis points. Prime rate declined rapidly in 2008 from 7.25% to 3.25% where it remained for all of 2009.  The decreases in 2008 were primarily due to interest-earning assets re-pricing more rapidly at lower interest rates than interest-bearing liabilities and $935,000 in interest income recognized on a cash basis on two loan relationships during 2007.

 

Interest-earning assets

The largest component of interest income is interest earned on loans.  Total loan interest income decreased by $2.2 million in 2009 to $23.2 million. This compares to loan interest income in 2008 and 2007 of $25.5 million and $28.4 million. For 2009, the decrease was primarily the result of the current interest rate environment which decreased the loan yield to 6.06 percent for 2009 from 6.84 percent in 2008.  Additionally, higher levels of non-performing loans held during 2009 were a factor of the reduced interest income.  This decrease was partially offset by an $11.0 million increase in average loan balances.  For 2008, the decrease was primarily a result of lower yields which were offset by a $37.8 million increase in average loan balances.

 

Interest earned on investments and federal funds sold decreased $1.3 million to $5.4 million for the year ended December 31, 2009 from $6.7 million in 2008 and $8.5 million in 2007. For 2009, the decreases were attributable to decreases in yield which were partially offset by an increase in the average balances.  The decrease in the yield resulted as Bancorp had a larger proportion of securities invested in lower-yielding federal funds sold.  For 2008, the decrease was the result of both decreases in yield and in average balances.

 

Interest- bearing liabilities

Interest expense decreased $3.0 million to $7.2 million for the year ended December 31, 2009 from $10.1 million for the year ended December 31, 2008. For 2009, the decrease was a result of a 74 basis point decrease in the cost of funds including a 128 basis point decrease on time deposits.  For 2008, the decrease was primarily attributable to an 85 basis point reduction in the cost of funds including a 99 basis point reduction on time deposits.  The majority of Bancorp’s deposits are short term and re-price within a twelve month period.

 

The following table presents information regarding average balances of assets and liabilities as well as the total amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resulting yield and cost ratios, interest rate spread and net interest margin. Tax exempt securities, included in investment securities below are stated at their contractual interest rate. Loan fees of $814,000 in 2009 and $1.0 million in 2008 and 2007 are included in interest earned on loans.  Non-accruing loans have been included in the computation of average loans.  (dollars in thousands)

 

36



 

Condensed Average Balance Sheets

 

 

 

2009

 

2008

 

2007

 

December 31,

 

Average
Balance

 

Interest

 

Yield
/Cost

 

Average
Balance

 

Interest

 

Yield
/Cost

 

Average
Balance

 

Interest

 

Yield
/Cost

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

30,817

 

$

78

 

0.25

%

$

10,366

 

$

285

 

2.75

%

$

36,243

 

$

1,778

 

4.91

%

Taxable investment securities

 

93,733

 

4,192

 

4.47

 

105,776

 

5,208

 

4.92

 

109,200

 

5,621

 

5.15

 

Tax exempt securities

 

48,987

 

1,133

 

2.31

 

49,352

 

1,208

 

2.45

 

44,308

 

1,070

 

2.41

 

Loans

 

383,411

 

23,243

 

6.06

 

372,387

 

25,486

 

6.84

 

334,543

 

28,353

 

8.48

 

Total interest-earning assets

 

556,948

 

28,646

 

5.14

%

537,881

 

32,187

 

5.98

%

524,294

 

36,822

 

7.02

%

Non-interest earning assets

 

32,516

 

 

 

 

 

35,486

 

 

 

 

 

34,162

 

 

 

 

 

Total assets

 

$

589,464

 

 

 

 

 

$

573,367

 

 

 

 

 

$

558,456

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

$

89,375

 

$

316

 

0.35

%

$

88,532

 

$

498

 

0.56

%

$

85,726

 

$

1,030

 

1.20

%

Savings and money market

 

162,238

 

1,568

 

0.97

 

147,026

 

2,074

 

1.41

 

140,655

 

2,944

 

2.09

 

Certificates of deposit

 

182,801

 

4,993

 

2.73

 

174,870

 

7,007

 

4.01

 

171,794

 

8,582

 

5.00

 

Total interest-bearing deposits

 

434,414

 

6,877

 

1.58

 

410,428

 

9,579

 

2.34

 

398,175

 

12,556

 

3.15

 

Other borrowings

 

18,065

 

303

 

1.68

 

24,242

 

553

 

2.28

 

15,115

 

581

 

3.84

 

Total interest-bearing deposits & liabilities

 

452,479

 

7,180

 

1.59

%

434,670

 

10,132

 

2.33

%

413,290

 

13,137

 

3.18

%

Non interest-bearing demand deposits

 

71,505

 

 

 

 

 

72,623

 

 

 

 

 

72,016

 

 

 

 

 

Other non-interest-bearing liabilities

 

2,112

 

 

 

 

 

2,738

 

 

 

 

 

3,595

 

 

 

 

 

Total liabilities

 

526,096

 

 

 

 

 

510,031

 

 

 

 

 

488,901

 

 

 

 

 

Stockholders’ equity

 

63,368

 

 

 

 

 

63,336

 

 

 

 

 

69,555

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

589,464

 

 

 

 

 

$

573,367

 

 

 

 

 

$

558,456

 

 

 

 

 

Net interest income

 

 

 

$

21,466

 

 

 

 

 

$

22,055

 

 

 

 

 

$

23,685

 

 

 

Interest rate spread

 

 

 

 

 

3.56

%

 

 

 

 

3.65

%

 

 

 

 

3.84

%

Net interest margin

 

 

 

 

 

3.85

%

 

 

 

 

4.10

%

 

 

 

 

4.52

%

 

37



 

The following table sets forth information about changes in net interest income, which are attributable to changes in interest rates and changes in volume for the periods indicated.  Changes attributable to the combined effect of volume and interest rates have been allocated proportionately.  (dollars in thousands)

 

Analysis of Changes in Interest Income and Expense Due to Changes in Volume and Rate

 

 

 

2009 vs. 2008

 

2008 vs. 2007

 

 

 

Increase (Decrease) Due to

 

Increase (Decrease) Due to

 

 

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Total

 

Interest-Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

213

 

$

(420

)

$

(207

)

$

(924

)

$

(569

)

$

(1,493

)

Investment securities

 

(572

)

(519

)

(1,091

)

(50

)

(225

)

(275

)

Loans

 

737

 

(2,980

)

(2,243

)

2,979

 

(5,846

)

(2,867

)

Total net change in income on interest-earning assets

 

378

 

(3,919

)

(3,541

)

2,005

 

(6,640

)

(4,635

)

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

338

 

(3,040

)

(2,702

)

388

 

(3,365

)

(2,977

)

Federal funds purchased and securities sold under agreements to repurchase

 

(123

)

(127

)

(250

)

266

 

(294

)

(28

)

Total net change in expense on interest-bearing liabilities

 

215

 

(3,167

)

(2,952

)

654

 

(3,659

)

(3,005

)

Net change in net interest income

 

$

163

 

$

(752

)

$

(589

)

$

1,351

 

$

(2,981

)

$

(1,630

)

 

PROVISION FOR LOAN LOSSES        The provision for loan losses was $3.6 million in 2009 compared to $2.1 million for loan losses in 2008 and $150,000 benefit in 2007. The increase in provision is primarily attributable to the continued deterioration in the Pacific Northwest economy, internal downgrades of credit within the loan portfolio and increased charge-offs.   For the years ended December 31, 2009, 2008 and 2007, net charge-offs were $2.2 million, $1.2 million and $491,000, respectively. In 2009, 2008 and 2007 gross charge-offs included charge-offs of $1.6 million on three credit relationships, $1.2 million on four credit relationships, and $931,000 on four credit relationships, respectively.

 

The provision for loan losses is highly dependent upon Bancorp’s ability to manage asset quality and control the level of net-charge-offs through prudent underwriting standards. In the future, continued growth of the loan portfolio may or further declines in economic conditions could increase future provisions for loan losses and impact Bancorp’s net income. Additional discussion on loan quality and the allowance for loan losses is provided under Allowance for Loan Losses and Asset Quality.

 

NON-INTEREST INCOME              Non-interest income, which consists primarily of fees and service charges on deposits and other income, was $4.0 million in 2009, $4.4 million for 2008 and $3.8 million for 2007. The decrease in 2009 was primarily attributable to the non-recurring gain on the sale of bank owned property recognized in 2008.

 

NON-INTEREST EXPENSE           Non-interest expenses increased to $18.5 million in 2009 compared to $18.1 million and $16.4 million in 2008 and 2007.  The increase from 2008 to 2009 was primarily attributable to increased FDIC insurance premiums and increased carrying costs for other real estate owned which were partially offset by a decrease in the provision for other real estate owned and salary expense.  The increase from 2007 to 2008 was primarily a result of a $1.5 million provision for other real estate losses and a $313,000 increase in salary expense.

 

The provision for other real estate was $1.2 million for 2009 compared to $1.5 million and zero for 2008 and 2007, respectively.  These provisions were a result of updated appraisals received during 2009 and 2008 and the decrease in fair market values of these real estate properties. Valuation of the other real estate owned property occurs when it is foreclosed upon and annually thereafter.

 

FDIC insurance premium assessments increased to $1.2 million including a $260,000 special assessment during 2009 from $69,000 and $53,000 in 2008 and 2007. Increased FDIC insurance premium assessments are the result of losses incurred by the Deposit Insurance Fund and not directly correlated to Bancorp’s performance.

 

38



 

Salary expense decreased 7.2% to $7.3 million in 2009 compared to $7.9 million and $7.6 million in 2008 and 2007.   This decrease for 2009 was a result of minimal bonuses being paid during 2009 and in minimal base salary increases to employees.  The increase in salary expense for 2008 was primarily related to increased salaries and incentives and equity compensation expenses.

 

The efficiency ratio is computed by dividing total operating expenses by non-interest income and net interest income before any provision for loan losses.  Bancorp’s efficiency ratio was 72.7 percent, 68.5 percent and 59.8 percent for 2009, 2008 and 2007, respectively.

 

INCOME TAX EXPENSE     Income tax expense was $45,000 in 2009, $1.0 million in 2008 and $2.6 million in 2007. The effective tax rate in 2009 was 1.3% compared to 16.0% in 2008 and 23.4% in 2007.

 

The effective tax rate is lower than the statutory rate due to tax credits from the tax-exempt bonds and to nontaxable income generated from tax-exempt municipal bonds and warrants. As of December 31, 2009, Bancorp had $1.1 million in tax-exempt income from $29.3 million of tax-exempt bonds and warrants compared to $1.2 million and $1.1 million in tax-exempt income from $26.7 million and $29.9 million of tax-exempt bonds and warrants during 2008 and 2007, respectively. In addition, Bancorp had $20.7 million and $21.1 million in Qualified Zone Academy Bonds for 2009 and 2008, respectively. In lieu of receiving periodic interest payments on Qualified Zone Academy Bonds, Bancorp receives an annual income tax credit until maturity of the bond.  The tax credits are available one year after the bond is issued and each successive one year period thereafter until maturity.  The tax credits earned were $1.2 million for each of the last three years ended 2009, 2008 and 2007, respectively.

 

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. For purposes of a valuation allowance, Bancorp evaluates all evidence currently available, both positive and negative, including existence of taxes paid in available carry-back years, forecasts of future income, cumulative losses, applicable tax planning strategies and assessments of the current and future economic and business conditions. Based on this evaluation Bancorp has determined that a valuation allowance for deferred tax assets is not required.  However, as Bancorp continues to have a deferred tax asset, Bancorp will continue to evaluate the need for a valuation allowance and whether the allowance should be adjusted based on then available evidence.

 

REVIEW OF FINANCIAL CONDITION

 

Total assets increased to $647.9 million at December 31, 2009 compared to $566.9 million at December 31, 2008.  This increase was primarily due to a $75.9 million increase in deposits.  Net loans decreased $7.1 million or 1.8 percent to $386.6 million and investment securities and federal funds sold increased $82.2 million to $221.4 million.

 

INVESTMENT SECURITIES AND FEDERAL FUNDS SOLD     Total investment securities, including federal funds sold increased $82.2 million to $221.4 million at December 31, 2009 from $139.2 million at December 31, 2008. Federal funds sold increased to $62.5 million at December 31, 2009. This increase resulted primarily from the growth in deposits.

 

The available-for-sale investment portfolio is comprised of 58.2 percent Government Sponsored Agencies and Government Agencies mortgage-backed pass-through securities, 8.2 percent of state and municipals and 33.6 percent of Government Sponsored Agencies and Government Agencies securities.  The held-to-maturity portfolio is concentrated in municipal securities and Qualified Zone Academy Bonds. Security purchases totaled $68.6 million in 2009, while maturities, security calls and principal pay downs totaled $48.4 million.

 

39



 

Securities classified as available for sale are reported at estimated fair value, with unrealized gains and losses (net of income taxes) reported as accumulated other comprehensive income, a separate component of stockholders’ equity.   Included in tax exempt securities were $20.7 million and $21.1 million in Qualified Zone Academy Bonds for 2009 and 2008, respectively. In lieu of receiving periodic interest payments, Bancorp receives an annual income tax credit until maturity of the bond.  The tax credits are available one year after the bond is issued and each successive one year period thereafter until maturity.  At December 31, 2009, Bancorp had no investment securities, other than U.S. government or U.S. government agencies, with aggregate carrying values exceeding 10% of stockholders’ equity.

 

The following table presents the carrying value of the portfolio of investment securities as of the dates indicated. (dollars in thousands)

 

Investment Securities Composition

 

December 31,

 

2009

 

2008

 

Held-To-Maturity

 

 

 

 

 

U.S. government agencies

 

$

 

$

 

State and political subdivisions

 

40,298

 

36,518

 

Total

 

$

40,298

 

$

36,518

 

Available-For-Sale

 

 

 

 

 

U.S. government agencies

 

$

39,840

 

$

29,526

 

Mortgage-backed securities

 

68,996

 

61,841

 

State and political subdivisions

 

9,725

 

11,280

 

Total

 

$

118,561

 

$

102,647

 

 

The following table presents the contractual maturities and tax equivalent weighted average yields as of December 31, 2009. Yields on non-taxable investments are presented on a taxable-equivalent basis using the federal statutory rate of 34%.  However, primarily as a result of investment tax credits, the Bank’s effective tax rate can differ from statutory rates.  (dollars in thousands)

 

Investment Securities Maturity Table

 

 

 

Within One Year

 

After One But
Within Five

 

After Five But
Within Ten Years

 

After Ten Years

 

 

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

Amount

 

Yield

 

Held-To-Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and political subdivisions(1)

 

$

5,085

 

4.17

%

$

14,123

 

5.76

%

$

8,988

 

6.01

%

$

12,102

 

6.37

%

Total

 

$

5,085

 

4.17

%

$

14,123

 

5.76

%

$

8,988

 

6.01

%

$

12,102

 

6.37

%

Available-For-Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

2,053

 

4.99

%

$

31,233

 

2.75

%

$

6,554

 

4.33

%

$

 

 

Mortgage-backed securities

 

 

 

 

 

24,698

 

4.71

%

44,298

 

4.57

%

State and political subdivisions(1)

 

1,548

 

4.72

%

5,037

 

4.94

%

1,653

 

5.48

%

1,487

 

6.08

%

Total

 

$

3,601

 

4.88

%

$

36,270

 

3.04

%

$

32,905

 

4.67

%

$

45,785

 

4.62

%

 


(1) Yield on non-taxable investments and loans is presented on a taxable-equivalent basis using the federal statutory rate of 34%.

 

LOANS     Net loans decreased 1.8 percent in 2009, from $393.8 million at December 31, 2008 to $386.6 million at December 31, 2009. Net loans represented 59.7 percent of total assets at December 31, 2009.  During 2009, Bancorp continued to originate and fund loans to credit-worthy customers within our markets.  However, decreased loan balances reflect the current market conditions and the lower demand and lower availability of quality loans and a decrease in line of credit usage by borrowers.

 

Bancorp concentrates on five areas of lending: loans to individuals for business purposes, loans for small and medium-sized businesses, agricultural loans, loans to commercial enterprises for real estate transactions and consumer purpose loans.  Bancorp’s primary lending activities include commercial real estate loans, commercial

 

40



 

loans which include agriculture production loans and consumer purpose loans. Most of Bancorp’s business activity is with customers located within Skagit, Snohomish and Whatcom Counties. Bancorp originates commercial, real estate and consumer loans.

 

Real Estate Loans: Real estate loans comprise the largest category of loans and our real estate portfolio consists of commercial and residential loans which are secured by property such as office buildings, retail buildings, owner occupied commercial business properties, farm land, timber land, residential land development properties and residential properties.  Real estate loans compromised 66.4% of total loans at December 31, 2009.  The primary repayment source of these specific loan types are from the cash flows generated by the occupant business, occupant farm operation, or the sale of properties. While Bancorp has significant balances secured by real estate, Bancorp believes that its lending policies and concentration policies are sufficient to minimize risks.  However, economic conditions may affect a borrower’s ability to meet the stated repayment terms.

 

Commercial Loans: Commercial loans, secured and unsecured, are made primarily to small and medium-sized businesses including farms operating within Skagit, Snohomish and Whatcom Counties.  These loans are available for general operating purposes, acquisition of fixed assets, purchases of equipment and machinery, financing of inventory and accounts receivable, and other business purposes.  Bancorp originates Small Business Administration (SBA) loans, including 504 and 7A loans.

 

Consumer Loans: Bancorp makes secured and unsecured consumer loans including loans to individuals, primarily customers of Bancorp, for various purposes, including home equity loans, purchases of automobiles, mobile homes, boats and other recreational vehicles, home improvement loans and loans for education and personal investments.

 

The following table presents the composition of as of the dates indicated. (dollars in thousands)

 

Loan Composition

 

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

December 31,

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Real estate — residential & commercial

 

$

248,658

 

63.0

%

$

258,958

 

64.7

%

$

229,680

 

64.4

%

$

194,989

 

59.5

%

$

194,273

 

64.2

%

Real estate construction

 

13,261

 

3.4

%

17,470

 

4.4

%

21,468

 

6.0

%

32,031

 

9.8

%

23,597

 

7.8

%

Commercial, industrial & agricultural

 

76,716

 

19.4

%

79,819

 

19.9

%

70,040

 

19.6

%

72,033

 

22.0

%

70,923

 

23.4

%

Consumer

 

55,910

 

14.2

%

44,224

 

11.0

%

35,411

 

10.0

%

28,385

 

8.7

%

13,724

 

4.6

%

Total loans

 

394,545

 

100

%

400,471

 

100

%

356,599

 

100

%

327,438

 

100

%

302,517

 

100

%

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

6,883

 

 

 

5,450

 

 

 

4,535

 

 

 

5,176

 

 

 

5,178

 

 

 

Deferred loan fees

 

1,013

 

 

 

1,246

 

 

 

1,401

 

 

 

1,694

 

 

 

1,903

 

 

 

Net loans

 

$

386,649

 

 

 

$

393,775

 

 

 

$

350,663

 

 

 

$

320,568

 

 

 

$

295,436

 

 

 

 

Concentrations

As shown in the table above, a concentration of loans in commercial and residential real estate existed as of December 31, 2009.   At December 31, 2009, Bancorp’s real estate portfolio included $158.4 million in non-farm non-residential real estate loans of which $97.5 million is owner occupied.  Total loans also included $12.0 million in raw land, $25.6 million in land development, $14.6 million in construction loans and $60.0 million in one-to-four family residential loans.

 

During 2006, the FDIC issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices”.  The guidance set forth two thresholds to identify institutions with Commercial Real Estate (CRE) loan concentrations. Financial institutions are deemed to have a CRE concentration if loans for construction, land development, and other land represent 100 percent or more of total capital or if loans for construction, land development, and other land and loans secured by multifamily and nonfarm nonresidential property(excluding loans secured by owner-occupied properties) represent 300 percent or more of total capital.

 

41



 

Bancorp’s construction, land development, raw land, multifamily and nonfarm nonresidential non-owner occupied real estate loans (total commercial real estate) were 176% and 211% of total risk based capital for December 31, 2009 and 2008, respectively. Total reported loans for construction, land development, and raw land were 78% and 96% of total risk based capital for December 31, 2009 and 2008, respectively. Bancorp considers both ratios noted above to be within acceptable levels of concentration risk.

 

Management employs risk management practices, including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through stress testing.  In addition, Bancorp monitors concentrations of commercial real estate for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment. These types of commercial real estate loans have risk profiles which are more sensitive to changes in market demand, vacancy rates, rents or changes in capitalization rates. Included in these commercial real estate concentrations are loans for construction, land development, raw land, multifamily, and nonfarm nonresidential non-owner occupied properties.  Excluded from these commercial real estate concentrations are nonfarm nonresidential owner occupied properties where the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

 

Further declines in the performance of the economy, in general, or further declines in real estate values in our market areas, in particular, could have an adverse impact on collectability, increase the level of real estate non-performing loans or have other adverse effects which alone or in aggregate could have a material adverse effect on our business, financial condition, results of operation and cash flows.  In addition, most of Bancorp’s business activity is with customers located within Skagit, Snohomish and Whatcom Counties.

 

The following table presents the contractual maturity of loans as of December 31, 2009.  Loan balances do not include deferred loan fees or the allowance for loan losses. The table does not reflect any estimate of prepayments, which may significantly shorten the average life of all loans and may cause Bancorp’s actual repayment experience to differ significantly from that indicated below.  (dollars in thousands)

 

Loan Maturity Table

 

 

 

Within One

 

One Year

 

After

 

 

 

 

 

Year

 

to Five Years

 

Five Years

 

Total

 

Real estate — residential and commercial

 

$

57,237

 

$

145,699

 

$

45,722

 

$

248,658

 

Real estate — construction

 

12,473

 

788

 

 

13,261

 

Commercial, industrial and agricultural

 

49,121

 

16,674

 

10,921

 

76,716

 

Consumer

 

8,152

 

18,179

 

29,579

 

55,910

 

Total loans

 

$

126,983

 

$

181,340

 

$

86,222

 

$

394,545

 

 

The following table presents all loans due one year or more after December 31, 2009 that have fixed or floating interest rates. (dollars in thousands)

 

 

 

Floating Rate

 

Fixed Rate

 

Loans maturing in more than one year

 

$

76,935

 

$

190,627

 

 

ALLOWANCE FOR LOAN LOSSES             The allowance for loan losses was $6.9 million or 1.78 percent of net loans as of December 31, 2009 compared to $5.5 million or 1.38 percent of net loans as of December 31, 2008.  The increase in the allowance for loan losses is primarily due to the continued deterioration of the economy, internal downgrades of credit within the loan portfolio and increased charge-offs. Additions to the allowance, in the form of provision, are reflected in current operating results, while charge-offs to the allowance are made when a loss is determined to have occurred. The provision for loan losses was $3.6 million in 2009 compared to $2.1 million for loan losses in 2008 and $150,000 benefit in 2007. For the years ended December 31, 2009, 2008 and 2007, net charge-offs were $2.2 million, $1.2 million and $491,000. In 2009, 2008 and 2007 gross charge-offs included charge-offs of $1.6 million on three credit relationships, $1.2 million on four credit relationships, and $931,000 on four credit relationships, respectively. Net charge-offs have an impact on the historical loss factors used in Bancorp’s allowance for loan losses computation.

 

At December 31, 2009, the general allocated reserve was $5.0 million compared to $4.6 million at December 31, 2008. This increase was primarily due to increases in the general reserve for other real estate loans and credit card loans as a result of increased charge-offs, historical loss allocation factors and management’s expectation of overall

 

42



 

economic conditions in the areas in which Bancorp operates.  During 2009, the general reserve allocated to raw land, land development and construction loans decreased slightly compared to 2008,  primarily due to decreases in loan balances in these categories, offset by an increase in the historical loss allocation factors applied to non-impaired loans. However, the specific reserve allocated for impaired loans in these types of loans (raw land, land development and construction loans) increased from $89,000 at December 31, 2008 to $1.1 million as of December 31, 2009. Combined, the general and specific reserves on raw land, land development and construction loans increased $1.1 million to $2.4 million at December 31, 2009 from $1.3 million at December 31, 2008.

 

At December 31, 2009, $1.2 million or 17.1% of the $6.9 million allowance for loan losses related to loans for which there was a specific reserve. This compares to a specific reserve of $89,000, or 1.63%, of the total allowance for loan losses at December 31, 2008. This increase in specific reserves is attributable to an increase in impaired loans, primarily land development and construction loans, which are evaluated for a specific reserve or impairment.  The increase in the unallocated portion of the allowance for possible loan losses during 2009 compared to 2008 is reflective of continued recessionary economic conditions.

 

During 2008, the general allowance for loan losses allocated to all categories of loans except consumer loans increased compared to 2007 primarily due to internal downgrades of credit within the loan portfolio, increased charge-offs, a deterioration in the economy and a growth in total loans. The specific valuation allowance for impaired loans decreased which was primarily the result of an impaired loan with allocated reserves at December 31, 2007 being transferred to other real estate owned during 2008. The decrease in the unallocated portion of the allowance for possible loan losses during 2008 compared to 2007 was primarily due to the transfer of reserve dollars from the unallocated reserve to the general allocated reserve based on factors previously quantified within the unallocated reserve.

 

The allowance consists of specific, general and unallocated components; (i) a specific valuation allowance based on a review of classified or non-performing loans for specific weaknesses and evaluation of those loans for impairment and loss exposure; (ii) a general allowance which is based on historical loan loss experience for different loan types and different risk gradings with adjustments for current events and conditions.  Bancorp’s process is designed to account for credit deterioration as it occurs.  The adjustments are a result of management’s judgment about risks inherent in the portfolio and include such factors as loan quality trends, levels of and trends of non-accrual loans, past due loans, potential problem loans, criticized loan balances, net charge-offs and current economic and business conditions, among other factors and (iii) unallocated general allowances determined based on general economic conditions and other qualitative risk factors.  The unallocated allowance provides for other credit losses inherent in the loan portfolio that may not have been contemplated in the general and specific components of the allowance. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends.

 

While Bancorp believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net income could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination.  The growth of the loan portfolio and a further decline in the performance of the economy, in general, or a further decline in real estate values in our market areas, in particular, could have an adverse impact on collectability, increase the level of non-performing loans or have other adverse effects which alone or in aggregate could have a material adverse effect on our business, financial condition, results of operation and cash flows which may require additional provisions to our allowance for loan losses. The ultimate recovery of loans is susceptible to future market factors beyond Bancorp’s control. Additionally, loans are subject to examinations by regulators, who, based upon their judgment, may require Bancorp to make additional provisions or adjustments to its allowance for loan losses.

 

43



 

The following table presents the activity in the allowance for loan losses for the dates indicated.  (dollars in thousands)

 

Allowance for Loan Loss Activity

 

Year ended December 31,

 

2009

 

2008

 

2007

 

2006

 

2005

 

Allowance as of beginning of year

 

$

5,450

 

$

4,535

 

$

5,176

 

$

5,178

 

$

5,830

 

Provision (benefit) for loan losses

 

3,595

 

2,080

 

(150

)

 

(50

)

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

Real estate — residential and commercial & construction

 

1,764

 

831

 

931

 

855

 

384

 

Commercial, industrial and agricultural

 

348

 

456

 

236

 

256

 

392

 

Consumer

 

485

 

325

 

169

 

152

 

125

 

Total charge-offs

 

2,597

 

1,612

 

1,336

 

1,263

 

901

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

Real estate — residential and commercial & construction

 

207

 

235

 

643

 

927

 

85

 

Commercial, industrial and agricultural

 

90

 

103

 

126

 

272

 

175

 

Consumer

 

138

 

109

 

76

 

62

 

39

 

Total recoveries

 

435

 

447

 

845

 

1,261

 

299

 

Net charge-offs

 

2,162

 

1,165

 

491

 

2

 

602

 

Balance at end of year

 

$

6,883

 

$

5,450

 

$

4,535

 

$

5,176

 

$

5,178

 

Ratio of net charge-offs to average loans during the year

 

0.56

%

0.31

%

0.15

%

0.00

%

0.19

%

Ratio of allowance to net loans as of the end of the year

 

1.78

%

1.38

%

1.29

%

1.61

%

1.75

%

Allowance for loan losses to non-performing loans as of end of the year

 

64.08

%

99.89

%

58.97

%

90.27

%

125.80

%

 

The following table presents Bancorp’s allocation of the allowance for loan losses by loan category as of the dates indicated. (dollars in thousands)

 

Allocation of the Allowance for Loan Losses

 

Year ended December 31,

 

2009

 

2008

 

2007

 

2006

 

2005

 

Commercial, industrial & agricultural

 

$

1,456

 

$

1,682

 

$

778

 

$

1,448

 

$

930

 

Real estate-residential & commercial

 

4,013

 

2,656

 

1,861

 

2,328

 

2,304

 

Consumer

 

683

 

395

 

588

 

477

 

231

 

Unallocated

 

731

 

717

 

1,308

 

923

 

1,713

 

Total

 

$

6,883

 

$

5,450

 

$

4,535

 

$

5,176

 

$

5,178

 

 

Credit Risk Management

The extension of credit to individuals and businesses is a significant portion of Bancorp’s principal business activity and requires ongoing portfolio and credit management.  Bancorp has established lending policies and procedures to manage and monitor risk. These lending policies and procedures include guidelines for concentrations of credit, loan terms, loan-to-value ratios, collateral appraisals and loan approval limits. In addition, Bancorp monitors its loan portfolio for potential risk of loss according to an internal risk-grading system and monitors its credit quality to identify potential problem credits and any loss exposure in a timely manner.  Bancorp has assessed and will continue to assess on an on-going basis, the impact of the economy on the credit risk in the loan portfolio.

 

ASSET QUALITY     Non-performing assets consist of nonaccrual loans, accruing loans past due 90 days or more, and other real estate owned. At December 31, 2009, non-performing assets increased to $17.0 million or 2.63 percent of total assets compared to $11.1 million or 1.96 percent as of December 31, 2008.

 

44



 

Non-accrual loans - It is Bancorp’s policy to discontinue the accrual of interest on all loans that are 90 days or more past due or when there are otherwise serious doubts about the collectability of principal or interest within the existing terms of the loan and place them on non-accrual.  When a loan is placed on non-accrual status, any accrued but unpaid interest on that date is removed from interest income. Non-accruing loans were $10.7 million as of December 31, 2009 compared to $5.5 million as of December 31, 2008 with $1.4 million of the December 2008 balance transferring into other real estate owned during 2009.

 

Restructured loans — Loans are considered restructured on loans for which concessions, including the reduction of interest rates below a rate otherwise available to that borrower or the deferral or forgiveness, of interest or principal, have been granted due to the borrower’s weakened financial condition.  Restructured loans included in impaired loans were $945,000 as of December 31, 2009, of which, $555,000 was included in non-accrual loans.  Bancorp had no restructured loans as of December 31, 2008.

 

Other real estate owned — During 2009, Bancorp foreclosed on two non-accrual credit relationships of $1.3 million, which were transferred into other real estate owned. In addition, Bancorp transferred the former Boulevard branch to other real estate owned.   As a result at December 31, 2009, Bancorp held seven properties which represent four separate land development projects consisting of finished lots with a carrying balance of $4.7 million, two commercial real estate properties with a carrying balance of $1.5 million, and a $136,000 residential lot, compared to four properties owned with a carrying balance of $5.7 million at December 31, 2008.

 

Valuation of the property occurs when it is foreclosed upon and annually thereafter.  Based on current appraisals received during 2009 and 2008 and the decrease in fair market values of these real estate properties, Bancorp recorded a write-down on other real estate owned of $1.2 million during 2009 and $1.5 million during 2008. It is Bancorp’s plan to continue its collection efforts and liquidation of collateral, as necessary, to recover as large a portion of other real estate owned as possible.

 

The following table presents non-performing asset information for the dates indicated.   (dollars in thousands)

 

Non-Performing Assets

 

December 31,

 

2009

 

2008

 

2007

 

2006

 

2005

 

Non-accrual loans

 

 

 

 

 

 

 

 

 

 

 

Real estate — residential and commercial & construction

 

$

9,425

 

$

4,915

 

$

7,604

 

$

3,636

 

$

3,476

 

Commercial, industrial and agricultural

 

999

 

315

 

86

 

2,013

 

574

 

Consumer

 

318

 

226

 

 

85

 

66

 

Total

 

10,742

 

5,456

 

7,690

 

5,734

 

4,116

 

Loans past due 90 days or more

 

 

 

 

 

 

Total non-performing loans

 

10,742

 

5,456

 

7,690

 

5,734

 

4,116

 

Other real estate owned

 

6,284

 

5,667

 

 

 

 

Total non-performing assets

 

$

17,026

 

$

11,123

 

$

7,690

 

$

5,734

 

$

4,116

 

Total non-performing loans to net loans

 

2.78

%

1.39

%

2.19

%

1.79

%

1.39

%

Total non-performing loans to total assets

 

1.66

%

0.96

%

1.30

%

1.08

%

0.79

%

Total non-performing assets to total assets

 

2.63

%

1.96

%

1.30

%

1.08

%

0.79

%

 

Impaired loans - At December 31, 2009, impaired loans increased to $24.4 million compared to $5.5 million at December 31, 2008.  Six credit relationships of $15.5 million, accounted for 63.8 percent of impaired loans as of December 31, 2009. All material loan restructurings have been included in impaired loans.

 

A loan is considered impaired when management determines that it is probable that Bancorp will be unable to collect all amounts of principal and interest according to contractual terms. Factors considered by management in determining impairment include payment status, and the probability of collecting scheduled principal and interest payments when due. Impaired loans include loans in nonaccrual status, troubled debt restructures and other loans that management considers to be impaired. Other loans include loans that management has reviewed for impairment and has determined to be impaired even though the loan may be current and performing in accordance with the contractual loan terms.   As a result, these other impaired loans continue to remain on accrual status and are not considered non-performing assets.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.

 

45


 


 

Other potential problem loans —   Potential problem loans consist of loans that are currently performing, are not on nonaccrual status, restructured or impaired, but for which management have identified as having a well defined weakness or weaknesses and which there are sufficient doubts as to the borrower’s future ability to comply with repayment terms.  These loans are identified through our internal risk grading processes and management monitors these loans closely and reviews their performance on a regular basis.  As of December 31, 2009 and 2008, Bancorp had classified $8.8 million and $13.1 million, respectively, as potential problem loans.

 

DEPOSITS           Bancorp offers a full range of deposit services including checking accounts, savings accounts, money market accounts and various types of certificates of deposit.  The transaction accounts and certificates of deposit are tailored to Bancorp’s primary market area at rates competitive with those offered in the area. Bancorp offers both interest and non-interest bearing checking accounts. In December 2008, Bancorp initiated service through the Certificate of Deposit Account Registry Service (CDARS), which allows Bancorp to assist customers in maximizing their FDIC insurance.

 

Total deposits increased $75.9 million to $545.4 million at December 31, 2009 compared to $469.5 million at December 31, 2008. Within the total, time deposits increased $45.3 million while core deposits increased $30.6 million.  Core deposits, which consist of non-interest and interest bearing demand accounts, money market accounts, and saving accounts, represented 62.1% and 65.6% of total deposits at December 31, 2009 and 2008, respectively. 

 

Time deposits increased to 37.9 percent of deposits at December 31, 2009 compared to 34.4 percent of deposits at December 31, 2008.

 

The following table presents the balance and percent of total deposits in the various categories of deposits as of the dates indicated.  (dollars in thousands)

 

Deposit Composition

 

 

 

2009

 

2008

 

2007

 

December 31,

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Non-interest bearing demand

 

$

73,839

 

13.5

%

$

75,116

 

16.0

%

$

77,957

 

15.5

%

Interest bearing demand

 

101,504

 

18.6

%

87,091

 

18.5

%

89,830

 

18.0

%

Money market

 

77,288

 

14.2

%

69,548

 

14.8

%

67,857

 

13.6

%

Savings

 

86,370

 

15.8

%

76,646

 

16.3

%

73,464

 

14.7

%

Time

 

182,441

 

33.4

%

157,127

 

33.5

%

191,312

 

38.2

%

Brokered time deposits

 

23,994

 

4.5

%

4,010

 

0.9

%

 

0.0

%

Total deposits

 

$

545,436

 

 

 

$

469,538

 

 

 

$

500,420

 

 

 

 

The following table presents time deposits with balances equal to or greater than $100,000 classified by remaining maturity.  (dollars in thousands)

 

Time Deposit Maturity Table

 

As of December 31,

 

2009

 

2008

 

2007

 

3 months or less

 

$

37,128

 

$

22,024

 

$

39,468

 

Over 3 months through 6 months

 

17,876

 

16,161

 

23,056

 

Over 6 months through 12 months

 

34,863

 

27,807

 

26,673

 

Over 12 months

 

25,071

 

13,904

 

13,547

 

 

 

$

114,938

 

$

79,896

 

$

102,744

 

 

At December 31, 2009 and 2008, public fund time deposits totaled $6.8 million and $4.4 million, respectively.

 

OTHER BORROWINGS      Borrowings consist of federal funds purchased, discount window borrowings from the Federal Reserve Bank of San Francisco and securities sold under agreements to repurchase.  At December 31, 2009 and 2008, securities sold under agreements to repurchase were $38.1 million and $19.3 million, respectively. These borrowings decrease or increase primarily based on the availability of funds and the current competitive interest rate offered.  These borrowings are collateralized by securities with an estimated fair value exceeding the face value of the borrowings. Periodically, Bancorp uses federal funds purchased and Federal Reserve borrowings as a funding source. Bancorp had no Federal Reserve borrowings at December 31, 2009 and $13.4 million at December 31, 2008.

 

46



 

The following table represents the detail of other borrowings: (dollars in thousands)

 

As of and for the year ended December 31,

 

2009

 

2008

 

2007

 

Balance at year-end

 

$

38,128

 

$

32,665

 

$

15,851

 

Average balance during the year

 

18,065

 

24,242

 

15,115

 

Maximum month-end balance during the year

 

38,128

 

45,990

 

17,914

 

Weighted average rate during the year

 

1.68

%

2.28

%

3.84

%

Weighted average rate at year-end

 

0.94

%

1.65

%

3.38

%

 

CAPITAL RESOURCES     Stockholders’ equity increased to $62.9 million at December 31, 2009 from $61.8 million at December 31, 2008.  Book value per share at December 31, 2009 was $107.10 compared to a book value of $105.41 at December 31, 2008.   Bancorp continued to pay cash dividends to shareholders during 2009. However, dividends decreased to $3.50 per share in 2009 compared to $4.50 per share in 2008, reflecting the current economic environment and decreased net income for 2009.

 

Bancorp has only one class of stock, which is common stock and at December 31, 2009, there were 776 shareholders of record.  Bancorp’s stock is not actively traded or quoted and no broker currently makes a market in the stock. However, sales and transfers of the stock do occur.  Skagit State Bank acts as transfer agent for Bancorp stock.  To facilitate trading, the Bank maintains a list of persons interested (known to the Bank) in either purchasing or selling Bancorp stock.  Purchasers and sellers then negotiate their own transactions with the Bank acting as transfer agent for those transactions.

 

From time to time, Bancorp repurchases shares of its common stock. The number of shares of stock that will be repurchased and the price that will be paid is the result of many factors including market and economic conditions, the number of shares available, Bancorp’s liquidity and capital needs and regulatory requirements. Bancorp did not repurchase any shares in 2009.  During 2008, Bancorp repurchased 85,022 shares of stock for $15.3 million at a price of $180 per share.

 

Skagit State Bancorp and Skagit State Bank are both subject to various regulatory capital requirements administered by the federal banking agencies. At December 31, 2009, Skagit State Bancorp and the Bank both exceeded regulatory capital requirements and were “well-capitalized” pursuant to such regulations.

 

On October 3, 2008, Congress approved and the President signed the Emergency Economic Stabilization Act of 2008 (the “Act”).  The Troubled Assets Relief Program (“TARP”) is the heart of the Act and provides the Secretary of the Treasury the authority to purchase troubled assets from eligible financial institutions in an aggregate amount of up to $700 billion.  Under the Act, the Treasury created the Capital Purchase Program (“CPP”) that enables the federal government to purchase equity in participating financial institutions to help restore credit markets.  In November 2008, Bancorp applied to participate under this program.  In January 2009, Bancorp received preliminary approval from the U.S. Department of Treasury for approximately $14 million under the program.  This preliminary approval was a validation of our conservative business model and we were honored to be held in such high regard. After careful consideration by Executive Management and our Board of Directors, we determined not to accept any of the TARP proceeds.  In reaching this decision, the Board also considered the uncertainties and constraints (including dividend and stock repurchase restrictions) associated with the TARP.

 

OFF-BALANCE SHEET COMMITMENTS        In the normal course of business, Bancorp makes off-balance sheet arrangements, including credit commitments to its customers to meet their financial needs. These commitments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the balance sheet. These arrangements include commitments to extend credit and standby letters of credit.

 

Commitments to extend credit are subject to Bancorp’s normal credit policies and are essentially the same as extending loans to customers. See Note 10 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information.

 

47



 

LIQUIDITY

 

The objective of liquidity risk management is to ensure that Bancorp has the continuing ability to maintain cash flows that are adequate to fund operations including day to day cash flow requirements of either its depositors wanting to withdraw funds or to provide for customers credit needs. Bancorp has a formal liquidity policy that establishes liquidity guidelines and the maintenance of contingency liquidity plans that provide for actions and timely responses to liquidity stress situations.

 

Liquidity is generated from both internal and external sources. The majority of funding comes from customer deposits within the Bancorp’s market area. In addition, funding needs are met through loan repayments, investment securities repayments, earnings and other borrowings through pre-approved credit lines. Liquidity may also be obtained by maintaining assets that can be converted to cash with little or no risk of loss.  However, in the current market environment, assets may be more difficult to convert to cash with or without a loss.

 

As part of Bancorp’s liquidity management, Bancorp utilizes federal funds purchased to supplement the primary source of funds, which are deposits.  As a result, there could be fluctuations in these borrowing balances depending on short-term liquidity and longer-term financing needs of Bancorp.  As of December 31, 2009, Bancorp had approximately $47.0 million in approved unsecured credit lines from various financial institutions and had securities with a market value of $48.5 million pledged as collateral for borrowing at the Federal Reserve Discount Window.

 

The recent turmoil in the credit markets did not have a direct impact on Bancorp’s liquidity management practices. Access to our correspondent banks and the Federal Reserve remained open. Management believes that Bancorp’s liquidity position at December 31, 2009 was adequate to fund ongoing operations.

 

Because Bancorp’s primary sources and uses of funds are deposits and loans, the relationship between net loans and total deposits provides one measure of Bancorp’s liquidity.  Bancorp’s loan to deposit ratio decreased to 70.9 percent at December 31, 2009 compared to 83.9 percent at December 31, 2008, as a result of the increase in deposits and the decrease in loans.

 

The analysis of liquidity also includes a review of the statement of cash flows.  The cash flows detail Bancorp’s operating, investing and financing activities during the year. Cash flows from operations contribute to liquidity as well as proceeds from the maturities of securities, loan repayments and increasing customer deposits. As indicated in the statement of cash flows, net cash from operating activities contributed $4.5 million to liquidity during 2009 and $8.1 million during 2008.

 

Skagit State Bancorp, Inc. is a separate legal entity from the Bank and must provide for its own liquidity.  Substantially all of Bancorp’s revenues are obtained from dividends declared and paid by the Bank. Skagit State Bank’s ability to pay dividends is limited by its earnings, financial condition and capital requirements, as well as regulatory restrictions.

 

MARKET RISK

 

The results of operations for financial institutions are largely dependent upon the financial institution’s ability to manage market risks which includes interest rate risk.  Interest rate risk refers to the exposure of earnings and capital arising from changes in interest rates.

 

Bancorp maintains an asset/liability management program which is the responsibility of the Asset/Liability Committee.  The objective of asset/liability management is to maximize long-term stockholder returns and to manage, protect and stabilize Bancorp’s net interest income from undue interest rate risk through various interest rate cycles within the constraints of credit quality, interest rate risk policies, levels of capital and adequate levels of liquidity.  The committee meets to monitor the composition of the balance sheet, to review projected earnings trends, and to formulate strategies consistent with these objectives for liquidity, interest rate risk, and capital adequacy.

 

Bancorp uses an interest rate simulation modeling system to measure Bancorp’s interest sensitivity position. This model analyzes Bancorp’s major balance sheet components and attempts to estimate the changes to Bancorp’s income statement and economic value of equity under various interest rate change scenarios.  The model combines the significant factors that affect interest rate sensitivity into a comprehensive earnings simulation.  While numerous assumptions go into this modeling and undue reliance should not be placed on the specific results, Bancorp believes that this modeling enhances its interest rate risk management efforts. Actual results may differ from simulated

 

48



 

results due to timing, magnitude, and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

 

In addition, Bancorp analyzes its interest rate sensitivity using GAP analysis.  The GAP analysis may differ from model simulations because a traditional GAP analysis does not reflect the multiple effects of interest rate movement on the entire range of interest sensitive assets and liabilities and does not factor in the future impact of new business strategies. The interest rate GAP is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the interest-bearing liabilities maturing or repricing within that same time period.  A GAP is considered asset sensitive when the amount of interest-earning assets exceeds the amount of interest-bearing liabilities during the same period. The volume or origination of fixed or variable rate loans, the interest rate sensitivity of deposits, the overall level of interest rates and general economic conditions can have a significant effect on Bancorp’s performance in a changing interest rate environment.

 

As shown in the following table, Bancorp has calculated its one-year cumulative gap to be a negative $187.0 million, or liability sensitive, at December 31, 2009.  It is generally assumed that during a period of rising interest rates, the net earnings of an institution with a negative gap may be adversely affected due to its interest-bearing liabilities repricing to a greater extent than its interest-earning assets.  Conversely, during a period of falling interest rates, net earnings may increase.  That assumption, however, is based on the premise that assets and liabilities will generally move in the same direction at approximately the same rate.  Bancorp’s variable rate loans are tied to prime rate which is subject to the movement of the national federal funds rate. On the other hand, deposit rates are subject to Bancorp’s internal pricing strategy which is impacted to some degree by competition from other financial institutions and is dependent on Bancorp’s customers’ preferences.  As such, a majority of Bancorp’s variable rate loans immediately re-price with the change in the federal funds rates while the rate on Bancorp’s deposits may not immediately change or at the same level.

 

In the future, changes in market conditions, Bancorp’s liquidity position, competition, deposit mix and other factors may cause interest sensitive liabilities to reprice faster or slower than Bancorp’s interest sensitive assets.  For example, if it becomes necessary for Bancorp to continue to increase the rate it pays to attract deposits, an absence of a corresponding increase in the prime rate may negatively affect performance. However, the exact impact of the gap on future income is uncertain both in timing and amount because interest rates for Bancorp’s assets and liabilities can change rapidly as a result of market conditions and customer patterns.

 

49



 

The following table sets forth the estimated contractual maturity or repricing and the resulting interest rate gap of interest-earning assets and interest-bearing liabilities at December 31, 2009.  The amounts shown could be significantly impacted by prepayments, withdrawal or transfer of deposits or competition. (dollars in thousands)

 

Estimated Maturity and Repricing at December 31, 2009

 

 

 

 

 

After One

 

 

 

 

 

 

 

Within

 

But Within

 

After Five

 

 

 

 

 

One Year

 

Five Years

 

Years

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

62,531

 

$

 

$

 

62,531

 

Loans

 

 

 

 

 

 

 

 

 

Fixed rate

 

43,439

 

149,975

 

40,652

 

234,066

 

Variable rate

 

160,479

 

 

 

160,479

 

Investment securities

 

8,687

 

52,613

 

 97,559

 

158,859

 

Total interest-bearing assets

 

$

275,136

 

$

202,588

 

$

138,211

 

$

615,935

 

Liabilities

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

101,504

 

 

 

101,504

 

Money market

 

77,288

 

 

 

77,288

 

Savings

 

86,370

 

 

 

86,370

 

Time deposits

 

158,885

 

47,339

 

211

 

206,435

 

Other borrowings

 

38,128

 

 

 

38,128

 

Total interest-bearing liabilities

 

$

462,175

 

$

 47,339

 

$

211

 

$

509,725

 

Gap

 

(187,039

)

155,249

 

138,000

 

106,210

 

Cumulative gap

 

(187,039

)

(31,790

)

106,210

 

 

 

Cumulative gap to total assets

 

-29

%

-5

%

16

%

 

 

 

Bancorp is continuing to pursue strategies to manage the level of interest rate risk while increasing its net interest income.  There can be no assurance that Bancorp will be successful in implementing any of these strategies or that if these strategies are implemented, they will have the intended effect of reducing interest rate risk or increasing net interest income. Bancorp does not currently use interest rate risk management products such as interest rate swaps, hedges or derivatives nor did it have a trading portfolio of investment securities.

 

50



 

The table represents the principal cash flows by contractual maturity dates of Bancorp’s interest-earning asset and interest-bearing liabilities as of December 31, 2009.  (dollars in thousands)

 

Expected Maturity Dates of Interest-Sensitive Assets and Liabilities at December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

 

There-

 

 

 

Fair

 

 

 

2010

 

2011

 

2012

 

2013

 

2014

 

after

 

Total

 

Value

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold

 

$

62,531

 

$

 

$

 

$

 

$

 

$

 

$

62,531

 

$

62,531

 

Average interest rate

 

0.25

%

 

 

 

 

 

 

 

 

 

 

0.25

%

 

 

Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

43,439

 

39,298

 

27,932

 

47,154

 

35,592

 

40,651

 

234,066

 

218,632

 

Average interest rate

 

7.00

%

7.15

%

7.42

%

6.91

%

6.81

%

6.95

%

7.02

%

 

 

Variable rate

 

83,543

 

9,552

 

16,622

 

5,086

 

105

 

45,571

 

160,479

 

149,865

 

Average interest rate

 

4.56

%

3.53

%

3.85

%

3.72

%

4.73

%

3.85

%

4.20

%

 

 

Available-for-sale securities

 

3,602

 

3,244

 

10,359

 

11,234

 

11,433

 

78,689

 

118,561

 

118,561

 

Average interest rate (1)

 

4.88

%

2.58

%

2.38

%

3.48

%

3.35

%

4.64

%

4.16

%

 

 

Held-to-maturity securities

 

5,085

 

5,574

 

917

 

5,993

 

1,639

 

21,090

 

40,298

 

40,561

 

Average interest rate (1)

 

4.17

%

4.57

%

6.42

%

6.44

%

6.99

%

6.22

%

5.80

%

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest demand

 

$

73,839

 

$

 

$

 

$

 

$

 

$

 

$

73,839

 

$

73,839

 

Interest-bearing demand

 

101,504

 

 

 

 

 

 

101,504

 

101,504

 

Average interest rate

 

0.36

%

 

 

 

 

 

 

 

 

 

 

0.36

%

 

 

Money market

 

77,288

 

 

 

 

 

 

77,288

 

77,288

 

Average interest rate

 

0.89

%

 

 

 

 

 

 

 

 

 

 

0.89

%

 

 

Savings

 

86,370

 

 

 

 

 

 

86,370

 

86,370

 

Average interest rate

 

0.82

%

 

 

 

 

 

 

 

 

 

 

0.82

%

 

 

Time deposits

 

158,885

 

39,680

 

7,065

 

287

 

307

 

211

 

206,435

 

208,142

 

Average interest rate

 

2.08

%

2.44

%

2.96

%

4.29

%

4.41

%

4.60

%

2.19

%

 

 

Other borrowings

 

38,128

 

 

 

 

 

 

38,128

 

38,128

 

Average interest rate

 

0.94

%

 

 

 

 

 

 

 

 

 

 

0.94

%

 

 

 


(1) Tax equivelent rate using the federal statutory rate of 34%

 

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the preceding table. For example, although certain assets and liabilities may have similar maturities, they may react in different degrees to changes in market interest rates.  In addition, in the event of changes in interest rates, actual maturities on loans may differ from scheduled maturities and withdrawals from deposit accounts might deviate significantly from those assumed in presenting the table.  Therefore, the data presented in the table should not be relied upon as necessarily indicative of actual future results.

 

51



 

SKAGIT STATE  BANCORP, INC.

CORPORATE DIRECTORY

 

Skagit State Bancorp, Inc. and Skagit State Bank

Board of  Directors

 

B. Marvin Omdal, Chairman
Real Estate Investments

 

Michael F. Janicki, Vice Chairman of the Board
President, Janicki Logging and Construction, Inc.

 

Cheryl R. Bishop
President and Chief Executive Officer
Skagit State Bank, Skagit State Bancorp, Inc.

 

Gerald W. Christensen, C.P.A.

Investments

 

Richard N. Nelson

Owner, Dakota Creek Industries, Inc.

 

Michael E. Pegram
Franchise Owner, McDonald
s Restaurants

 

Daniel R. Peth
President, John Peth & Sons, Inc.

 

Corporate Counsel

Graham & Dunn PC

 

Senior Management Team

Cheryl R. Bishop, President and Chief

   Executive Officer

Richard C. Humphrey, Executive Vice President and

   Chief Credit Officer

Michele Johnson, Senior Vice President and

   Director of Human Resources

Eric Landon, Senior Vice President and Chief

   Information Officer

Mary Kay Richter, Senior Vice President and

   Chief Retail Banking Officer

Carla Tucker, Executive Vice President and Chief

   Financial Officer

Donna Weaver, Assistant Vice President and

   Secretary to the Board of Directors

 

 

Skagit State Bank

Officers

 

Jennie Barnhart, Vice President and Manager

Laney Bernick, Assistant Vice President

Josh Bluhm, Vice President

Lisa Cassidy, Vice President

Val Closson, Vice President and Manager

Jeff Connor, Assistant Vice President

Jaye Cory, Assistant Vice President and Manager

Tim FitzGerald, Senior Vice President

Paul Forster, Assistant Vice President

Jackie Frazier, Vice President and Manager

Mike Fredlund, Assistant Vice President

Bonnie George, Vice President and Manager

Kara Gonzalez, Vice President

Steve Henery, Senior Vice President

Kirk Hereford, Vice President

Ryan Johnson, Vice President

Aldi Kllogjeri, Vice President

Rollin Mackintosh, Vice President

Marna McLatchy, Assistant Vice President

Gary Medcalf, Vice President

Lori Miller,  Assistant Vice President

Pam Miller, Assistant Vice President

Sally Mills, Vice President

Douglas E. Noblet, Vice President

Mike Oldow, Vice President

Jerimy Pennock, Vice President

Sandy Perkins, Vice President

Virginia Pitman, Assistant Vice President and Manager

Marcy Poortinga, Assistant Vice President and Manager

Kristia Poppe, Vice President and Manager

Delilah Quanz, Vice President and Manager

Cindy Randall, Assistant Vice President

Karin Shough, Assistant Vice President and Manager

Nadine Springer,  Vice President

Becky Taft,  Assistant Vice President  and Manager

Erik Vanerstrom, Vice President

Geoff Wachter, Senior Vice President

Carrie Wallace, Vice President

Kim Walley, Vice President and Manager

Steve Wilkinson, Vice President

LeAnne Wiseman, Vice President

Ed Zavala, Vice President

 

52



 

SKAGIT STATE  BANK

LOCATION DIRECTORY

 

Branch Location

 

Main Office – Burlington*
301 East Fairhaven Avenue
P.O. Box 285
Burlington, Washington  98233

 

West Mount Vernon Office
1301 Memorial Highway
P.O. Box 548
Mount Vernon, Washington  98273

 

Downtown Office
901 South Cleveland
P.O. Box 339
Mount Vernon, Washington  98273

 

College Way Office
1620 Continental Place
P.O. Box 1040
Mount Vernon, Washington  98273

 

Carter Street Office
200 Carter Street
P.O. Box 561
Sedro-Woolley, Washington  98284

 

Anacortes Office*
1400 Commercial Avenue
P.O. Box 36
Anacortes, Washington  98221

 

Ferry Street Office
300 Ferry Street
P.O. Box 432
Sedro-Woolley, Washington  98284

 

Stanwood Office
9606 271
st Street Northwest
P.O. Box 218
Stanwood, Washington  98292

 

Bellingham Office
1501 Cornwall Avenue
P.O. Box 2489
Bellingham, Washington  98225

 

Sunset Square Office*
1295 East Sunset Drive
P.O. Box 29210
Bellingham, Washington  98228

 

Arlington Office
20313 77
th Avenue Northeast

P.O. Box 100
Arlington, Washington  98223

 

Lynden Office*

138 Birch Bay Lynden Road

P.O. Box 980
Lynden, Washington  98264

 

Branch Managers

 

Burlington Main Office
Kim Walley, Vice President

 

West Mount Vernon Office
Karin Shough, Assistant Vice President

 

Downtown Office – Mount Vernon
Krista Poppe, Vice President

 

College Way Office – Mount Vernon
Jackie Frazier, Vice President

 

Carter Street Office – Sedro-Woolley
Virginia Pitman, Assistant Vice President

 

Anacortes Office
Val Closson, Vice President

 

Ferry Street Office – Sedro-Woolley
Becky Taft, Assistant Vice President

 

Stanwood Office
Jaye Cory, Assistant Vice President

 

Bellingham Office
Delilah Quanz, Vice President

 

Sunset Square Office – Bellingham
Jennie Barnhart, Vice President

 

Arlington Office
Bonnie George, Vice President

 

Lynden Office
Marcy Poortinga, Assistant Vice President

 

 


* Includes Business Banking locations

 

Business Profile

 

Skagit State Bank is a state-chartered commercial bank founded in 1958 by James P. Bishop and other investors. The Bank conducts its banking business through its main office in Burlington, Washington and eleven other offices located within the Skagit, Snohomish and Whatcom Counties. Skagit State Bank provides a wide range of banking services for businesses and individuals within its market area, including commercial real estate transactions and residential mortgage loans, deposit services and other general banking services.

 

53



 

SKAGIT STATE BANCORP, INC.

STOCK INFORMATION

 

The table below indicates the high and low market price of Bancorp stock and the cash dividends paid over the last two years.  The stock transfer records maintained by the Bank, as transfer agent, indicate that there have been limited transactions involving Bancorp’s stock.  The price information shown in the following table is to the best knowledge of management based upon information provided informally by the parties to the transactions.  No assurance can be given that such prices are representative of the actual market value of the Common Stock.

 

Year Ended 12/31/2009

 

 

 

 

 

 

 

Cash

 

 

 

Market Price

 

Dividend

 

 

 

High

 

Low

 

Declared

 

1st Qtr

 

$

205.00

 

$

161.00

 

$

 

2nd Qtr

 

200.00

 

166.67

 

2.25

 

3rd Qtr

 

193.00

 

175.00

 

 

4th Qtr

 

185.00

 

150.00

 

1.25

 

 

Year Ended 12/31/2008

 

 

 

 

 

 

 

Cash

 

 

 

Market Price

 

Dividend

 

 

 

High

 

Low

 

Declared

 

1st Qtr

 

$

200.50

 

$

180.00

 

$

 

2nd Qtr

 

200.00

 

190.00

 

2.25

 

3rd Qtr

 

200.00

 

190.00

 

 

4th Qtr

 

200.00

 

167.00

 

2.25

 

 

Stockholder Inquiries:

 

Skagit State Bank acts as transfer agent for Bancorp stock. Bancorp’s stock is not actively traded or quoted and no broker currently makes a market in the stock.  To facilitate trading, the Bank maintains a list of persons (known to Bancorp) interested in either purchasing or selling stock.  In addition, from time to time Bancorp may repurchase shares of its stock.

 

Shareholder Services

Skagit State Bank

301 East Fairhaven Avenue

P.O. Box 285

Burlington, WA 98233

360-755-0411

1-800-246-4402

 

If you need assistance with address changes, corrections to tax identification numbers, re-issuance of stock certificates or selling your stock, please contact Bancorp at the address or phone number listed above.

 

ANNUAL REPORT TO SHAREHOLDERS

 

Any shareholder may obtain without charge a copy of our Annual Report or Form 10-K filed with the SEC for the year ended December 31, 2009, including financial statements at the SEC website www.sec.gov or at Skagit State Bank’s website www.skagitbank.com   Additionally, Bancorp has adopted and posted on its website a code of ethics that applies to its principal executive officer and principal financial and accounting officer.  The website also includes Bancorp’s audit committee and nominating committee charters. Written requests for the Form 10-K and other aforementioned documents may be sent to Donna L. Weaver, Secretary to the Board, Skagit State Bancorp, Inc., 301 East Fairhaven Avenue, P. O. Box 285, Burlington, Washington 98233.

 

54