Attached files
| file | filename |
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| 8-K - FORM 8-K - INTERMOUNTAIN COMMUNITY BANCORP | d342161d8k.htm |
 Rights Offering Presentation
May 2012
8/6/10 |
 2
Disclosure
•
This presentation contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may include but are not
limited
to
statements
about
the
Company's
plans,
objectives,
expectations
and
intentions
and other statements contained in this report that are not historical facts.
These forward-looking statements are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the Company's control. Actual results may differ
materially from the results discussed in these forward-looking statements
because of numerous possible risks and uncertainties. These include but are not
limited to the following
and
the
other
risks
described
in
the
“Risk
Factors,”
“Business,”
and
“Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations”
sections,
as
applicable, of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2011; the possibility of adverse economic developments that may,
among other things, increase default and delinquency risks in the Company's loan
portfolio; shifts in interest rates that may result in lower interest rate
margins; shifts in the demand for the Company's loan and other products; a
continued decline in the housing and real estate market; a continued increase in
unemployment or sustained high levels of unemployment; changes in accounting
policies; changes in the monetary and fiscal policies of the federal government; and
changes in laws, regulations and the competitive environment. Readers are
cautioned that forward- looking statements in this presentation speak only as
of the date of this release. The Company does not undertake any obligation
to update any forward-looking statement, whether as a result of new
information, future events or otherwise. •
No express or implied representations or warranties as to the accuracy or completeness
of any of the information in this presentation are being made, and Intermountain
expressly disclaims any and all liability for any errors or omissions herein or
relating to or arising from the use of the information contained herein.
•
All
financial
data
in
this
presentation
is
for
Intermountain
and
its
subsidiary,
Panhandle
State
Bank, on a consolidated basis, unless otherwise indicated.
|
 3
Offering Overview: Offering Terms and Rights
•
$8.7 million
Targeted Size
•
Registered shares of voting common stock
Securities Offered
•
Owners of IMCB stock as of the end of business on January 20, 2012 (“record
date”) Eligible Investors
•
5:00 p.m. New York City time, Monday, May 21, 2012
Scheduled Completion Date
•
Right to purchase additional shares if not fully subscribed by existing shareholders
as of record date.
If
total
offering
is
oversubscribed,
individual
shareholders
oversubscription
amount
will
be
reduced on a pro-rata basis based on percentage of shares owned on the record
date Oversubscription Privilege
•
IMCB
will
be
solely
responsible
for
and
bear
the
expenses
of
the
offering,
which
are
anticipated
to be approximately $300,000
Expenses
•
4.9% of the pro forma outstanding common stock
Maximum Ownership
•
Strengthen the Company’s balance sheet, reinvest in its communities, other
general corporate purposes, and, subject to regulatory approval, using all or
a portion of such proceeds to redeem
its
Series
A
Preferred
Stock
held
by
the
U.S.
Treasury
as
part
of
the
TARP
Capital
Purchase Program.
Use of Proceeds
•
The prospectus and other offering materials were issued to registered shareholders
and to brokers on or about April 25, 2012. To invest, please read the
prospectus and, if applicable, broker information carefully and follow the
instructions contained therein. Exercising shareholder rights
•
Rights to purchase up to 1.0324 common voting shares for each share owned as of the
record date for the purchase price of $1.00 per share. Rights are not
transferable. Basic Subscription Right
Backstop Commitment
•
If the offering is not fully subscribed, then certain of the investors who invested
in the January capital
raise
are
obligated
to
purchase
additional
shares
at
the
$1.00
offering
price
in
a
private
placement, but are limited to the lower of the pro-rata shares needed to fully
subscribe the $8.7 million offering or certain regulatory restrictions on the
percentage of shares they may own. |
 4
Travis Kaul
SVP Chief Banking Officer
Age: 42
IMCB: 15 years
Banking: 25 years
Company Overview: Management Team
Curt Hecker
President/CEO
Age: 51
IMCB: 17 years
Bank Exec: 17 years
Banking: 28 years
Board of Directors
Chairman: John Parker (76)
13 Members
2 Insiders
Audit Committee
Chair Mike Romine
Cindy Ingram
SVP Audit & Compliance
Age: 52
IMCB: 5 years
Banking: 25 years
Audit: 10 years
Dale Schuman
SVP Trust & Wealth
and General Counsel
Age: 53
IMCB: 6 years
Banking: 13 years
Law: 29 years
Pam Rasmussen
EVP Chief Operating Officer
Age: 52
IMCB: 7 years
Banking: 23 years
Doug Wright
EVP Chief Financial Officer
Age: 47
IMCB: 10 years
Banking: 25 years
Dave Dean
SVP Chief Credit Officer
Age: 57
IMCB: 12 years
Banking: 34 years
•
Seasoned banking executives with extensive financial backgrounds
and
significant local market knowledge
•
Cohesive management team united around thoughtful forward-looking
business plan
Krissy Peck
VP Credit Risk Manager
Credit Administration
Carolyn Shaw
SVP Risk Management
Officer |
 5
Company Overview: Company Snapshot
Idaho-based community bank with
$958 million in assets
Panhandle State Bank (“PSB”),
established in Idaho in 1981
Bancorp established in 1997 as
holding company for: PSB,
Intermountain Community Bank
and Magic Valley Bank
Idaho Market Area
Recovery accelerating. Among
the fastest growing states in the
country for the past 10 years
Diverse economy: agriculture,
tech, manufacturing and tourism
Business friendly: taxes, cheap
energy and health care and high
quality of life
Branch Map
Fact Sheet (3/31/12)
4 unique regions
11 counties
Northern
Idaho/Eastern
Washington
% of deposits
57% of loans
Southwest Idaho/Eastern Oregon
20% of deposits
20% of loans
Boise Area
10% of deposits
10% of loans
Magic Valley
8% of deposits
7% of loans
IDAHO
UTAH
NEVADA
OREGON
WASHINGTON
MONTANA
•Boise |
 6
Company Snapshot
Bulletin Board: IMCB (prepared for NASDAQ upon
reverse split)
Unique footprint –
ability to expand in 3 states
19 community bank branches
Complementary geographies
3 acquisitions
2006: Premier Financial Services
2004: Snake River Bancorp ($74 million assets)
2003: Ontario Branch, Household International Inc |
 7
Company Snapshot
Core Values
Accountability –
no excuses leadership
Be proactive –
hit conflicts head on
Purpose –
work with a sense of urgency
Passion –
deep sense of caring
Drive –
strive to be the best
People –
hire and retain the best and brightest
Key Differentiators
Unrivaled local market knowledge
Proven ability to expand in new markets
Flexible
and
scalable
technology
platforms
-
growth
infrastructure
in
place today
Committed, capable, focused and motivated staff |
 8
Company
Overview
–
State
of
Industry
•
Banking sector still recovering from financial crisis
•
Credit losses are decreasing
•
Companies facing net interest margin pressure
–
Low interest rates and keen competition for loans
–
Future liability interest rate deductions limited
•
Regulatory burden increasing
–
Pressure on non-interest income
–
Compliance cost burden
•
Significant pressure on small banks
–
Lower revenues, higher fixed costs
–
Older board and management teams
•
Industry bi-furcating into “haves”
and “have nots”
based on capital and adequate size
•
Consolidation beginning to pick up |
 9
Company Overview: Management Focus
•
Priorities over the past 3 years:
–
Credit quality –
Problem loans below industry average and loss
provisions down significantly (comparisons as of 12/31/11…1Q bank
numbers show further improvement)
•
Non Performing Loans/Total Assets at 1.78% vs. peer group 2.78%
•
30-day delinquent at 0.27% vs. peer group 0.97%
•
Other Real Estate owned at 0.62% vs. peer group 0.82%
–
Capital –
successfully raised net $42.3 million in January
•
Regulatory capital ratios now among strongest in peer group
–
Liquidity –
core deposit growth and capital raise
•
Non-interest bearing demand deposits comprise 27% of deposits at 3/31/12
•
Brokered and CDARs CDs only total 3.2% of deposits at 3/31/12
–
Operating expense reduction
•
Operating expense in 2011 was down $11.3 million or 22.8% over 2009
•
Efforts continue -
1Q 2012 expense down $1.4 million or 14.8% over 1Q 2011.
–
Restructuring for the future
•
Community-focused
•
Leaner operation
•
Scalability
Source: Company financial statements and FFIEC Uniform Bank
Performance Report, 112-31-11 |
 10
Company Overview: Management Focus
•
New Priorities
Loan growth
Continued expense reduction
Capitalizing on potential expansion opportunities |
 11
IMCB Balance Sheet –
Key Balances & Ratios
IMCB
3/31/11
IMCB
12/31/11
IMCB
3/31/12
Investments Available for Sale
$173,484
$219,039
$264,313
Cash & Cash Equivalents
160,071
109,868
102,785
Loans Receivable, Net
540,614
502,252
492,983
ALLL
12,482
12,690
11,372
Total Assets
980,873
934,218
958,631
Transaction Deposits
501,908
498,787
517,373
Savings, CDs and IRAs
265,733
230,586
214,085
Total Deposits
767,641
729,373
731,458
Equity
59,118
61,616
102,949
Tangible Common Equity
32,957
35,278
47,814
Loans/Deposits
70.4%
68.9%
67.4%
Transaction Deposits/Total Deposits
65.4%
68.4%
70.7%
Brokered +CDARs/Tot Dep
6.6%
5.7%
3.8%
Tangible Common Equity/Tangible Assets
3.36%
3.78%
4.99%
Tangible Book Value per Common Share
$3.92
$4.19
$2.30 |
 12
IMCB Income Statement –
Key Totals & Ratios
IMCB
1Q 2011
IMCB
4Q 2011
IMCB
1Q 2012
IMCB
FY 2011
Interest Income
$10,488
$9,770
$9,120
$41,657
Interest Expense
1,777
1,428
1,498
6,819
Net Interest Income
8,711
8,342
7,622
34,838
Provision for Loan Losses
1,633
706
959
7,289
Other Income
2,663
2,690
2,506
10,678
Operating Expenses
9,740
9,166
8,298
38,342
Security gains/(losses) & Hedge Fair Value Adjustments
0
55
(70)
(53)
Net Income (Loss) before tax
$1
$1,215
$801
($168)
Tax benefit (provision)
0
152
0
0
Net income (loss) after tax
$1
$1,367
$801
($168)
Preferred stock dividend
433
460
466
1,808
Net Income (Loss) to common shareholders
($442)
$907
$335
($1,976)
Earnings
(Loss)
per
common
share
–
diluted
($0.05)
$0.11
$0.01
($0.21)
Return on Average Assets
0.00%
0.58%
0.34%
0.00%
Return on Average Common Equity
(5.37%)
10.28%
3.23%
(5.27%) |
 13
IMCB Asset Quality –
Key Metrics
March 31,
2011
December 31,
2011
March 31,
2012
Non Performing Loans (“NPL”) & 90 day past dues
$18,717
$9,292
$8,000
OREO
3,686
6,650
6,852
Total Non Performing Assets (“NPA”)
22,403
15,942
14,852
NPA/Total Assets
2.28%
1.71%
1.55%
NPA to Tangible Equity + Allowance for Loan Loss
(“ALLL”) aka the “Texas Ratio”
31.41%
21.51%
13.01%
ALLL/Total Loans
2.26%
2.46%
2.25%
ALLL Coverage of NPLs
66.69%
136.57%
142.15%
30-day delinquency/Total Loans
0.54%
0.28%
0.19%
Quarterly chargeoffs, net of recoveries
$1,607
$2,383
$2,277 |
   14
Pro Forma Impacts of Raise -
IMCB and PSB Capital Ratios
Adjustments from
Rights Offering/
Estimated (1)
Priv Plac Backstop (2)
Pro Forma
INTERMOUNTAIN COMMUNITY BANCORP:
Tier 1 Capital
108,985
$
8,334
$
117,319
$
Tier 2 Capital
7,616
7,616
Total Risk-Based Capital
116,601
8,334
124,935
Average Assets for Leverage Capital
939,097
8,334
947,431
Total Risk Weighted Assets
605,496
605,496
Tier 1 Capital/Average Assets (Leverage Ratio)
11.61%
12.38%
Tier 1 Capital to Risk-Weighted Assets
18.00%
19.38%
Total Risk-Based Capital to Risk-Weighted Assets
19.26%
20.63%
Tangible Common Equity to Tangible Assets with Preferred
Conversion 7.99%
8.78%
Tangible Common Equity per Share with Preferred Conversion
1.37
$
1.32
$
PANHANDLE STATE BANK:
Tier 1 Capital
105,757
$
105,757
$
Tier 2 Capital
7,616
7,616
Total Risk-Based Capital
113,373
113,373
Average Assets for Leverage Capital
937,921
937,921
Total Risk Weighted Assets
605,496
605,496
Tier 1 Capital/Average Assets (Leverage Ratio)
11.28%
11.28%
Tier 1 Capital to Risk-Weighted Assets
17.47%
17.47%
Total Risk-Based Capital to Risk-Weighted Assets
18.72%
18.72%
(1) Assumes that the 698,993 shares of Series B Preferred Stock
are converted to 34,949,648 shares of Non-Voting Common after
shareholder approval authorizing Non Voting Common Stock at the
Company's Annual Meeting on May 17. (2) Assumes full
subscription of 8,700,00 shares at $1 per share price, net of estimated transaction expenses.
As of March 31, 2012
(Dollars in thousands) |
 15
?
Questions
•
Please direct questions to:
–
Susan Pleasant, IMCB Shareholder Relations
•
Phone: 208-255-3432
•
Email:
Susan.Pleasant@intermountainbank.com
–
American Stock Transfer and Trust (AST), Subscription
Agent
•
Phone: 877-478-5038 |