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GBCI > SEC Filings for GBCI > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for GLACIER BANCORP INC


8-May-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO
DECEMBER 31, 2008 AND MARCH 31, 2008

Performance Summary

The Company reported net earnings of $15.779 million for the first quarter, a decrease of $1.620 million, or 9 percent, from the $17.399 million for the first quarter of 2008. Diluted earnings per share of $.26 for the quarter decreased 19 percent from the diluted earnings per share of $.32 for the same quarter of 2008, reflecting the increase of 7.434 million shares, or 14 percent, in average outstanding shares on a diluted basis over last year's first quarter. Annualized return on average assets and return on average equity for the first quarter were 1.15 percent and 9.27 percent, which compares with prior year returns for the first quarter of 1.46 percent and 12.98 percent, respectively.

REVENUE SUMMARY

                                                           Three months ended
                                                ----------------------------------------
                                                 March 31,    December 31,     March 31,
                                                    2009          2008           2008
(UNAUDITED - $ IN THOUSANDS)                    (unaudited)    (unaudited)   (unaudited)
----------------------------                    -----------   ------------   -----------
Net interest income
   Interest income                                $75,532       $76,707        $76,016
   Interest expense                                15,154        18,599         27,387
                                                  -------       -------        -------
      Net interest income                          60,378        58,108         48,629
Non-interest income
   Service charges, loan fees, and other fees      10,179        11,522         10,961
   Gain on sale of loans                            6,150         3,195          3,880
   Gain on sale of investments                         --            --            248
   Other income                                     1,048           920          1,173
                                                  -------       -------        -------
      Total non-interest income                    17,377        15,637         16,262
                                                  -------       -------        -------
                                                  $77,755       $73,745        $64,891
                                                  =======       =======        =======
Tax equivalent net interest margin                   4.92%         4.81%          4.54%
                                                  =======       =======        =======

                                                $ change from   $ change from   % change from   % change from
                                                 December 31,     March 31,      December 31,      March 31,
(UNAUDITED - $ IN THOUSANDS)                         2008            2008            2008            2008
----------------------------                    -------------   -------------   -------------   -------------
Net interest income
   Interest income                                $(1,175)        $   (484)           -2%            -1%
   Interest expense                               $(3,445)        $(12,233)          -19%           -45%
                                                  -------         --------
      Net interest income                           2,270           11,749             4%            24%
Non-interest income
   Service charges, loan fees, and other fees      (1,343)            (782)          -12%            -7%
   Gain on sale of loans                            2,955            2,270            92%            59%
   Gain on sale of investments                         --             (248)          n/m           -100%
   Other income                                       128             (125)           14%           -11%
                                                  -------         --------
      Total non-interest income                     1,740            1,115            11%             7%
                                                  -------         --------
                                                  $ 4,010         $ 12,864             5%            20%
                                                  =======         ========

n/m - not measurable

Net Interest Income

Net interest income for the quarter increased $12 million, or 24 percent, over the same period in 2008. Interest income for the current quarter increased $2 million, or 4 percent, with interest expense decreasing $3 million, or 19 percent, compared to the prior quarter. While total interest income has decreased by $484 thousand, or 1 percent, from the same period last year, total interest expense has decreased by $12 million, or 45 percent, from the same period last year. The decrease in total interest expense is primarily attributable to rate decreases in interest bearing deposits and lower cost borrowings. The net interest margin as a percentage of earning assets, on a tax equivalent basis, was 4.92 percent which is 11 basis points higher than the 4.81 percent achieved for the prior quarter and 38 basis points higher than the 4.54 percent result for the first quarter of 2008.

Non-interest Income

Non-interest income for the quarter increased $2 million, or 11 percent, from the prior quarter, and increased $1 million, or 7 percent, over the same period in 2008. Fee income decreased $1.3 million, or 12 percent, during the quarter, compared to the decrease of $782 thousand, or 7 percent, over the same period last year. Gain on sale of loans increased $3 million, or 92 percent, for the quarter and increased $2 million, or 59 percent, over the same period last year.

NON-INTEREST EXPENSE SUMMARY

                                                   Three months ended
                                        ----------------------------------------
                                         March 31,    December 31,    March 31,
                                            2009          2008           2008
(UNAUDITED - $ IN THOUSANDS)            (unaudited)    (unaudited)   (unaudited)
----------------------------            -----------   ------------   -----------
Compensation and employee benefits        $21,944       $18,775        $21,097
Occupancy and equipment expense             5,895         5,923          5,133
Advertising and promotion expense           1,724         1,675          1,539
Outsourced data processing                    671           638            667
Core deposit intangibles amortization         774           741            779
Other expenses                              8,618         8,340          6,398
                                          -------       -------        -------
   Total non-interest expense             $39,626       $36,092        $35,613
                                          =======       =======        =======

                                        $ change from   $ change from   % change from   % change from
                                         December 31,     March 31,      December 31,     March 31,
(UNAUDITED - $ IN THOUSANDS)                 2008            2008            2008           2008
----------------------------            -------------   -------------   -------------   -------------
Compensation and employee benefits         $3,169          $  847             17%             4%
Occupancy and equipment expense               (28)            762              0%            15%
Advertising and promotion expense              49             185              3%            12%
Outsourced data processing                     33               4              5%             1%
Core deposit intangibles amortization          33              (5)             4%            -1%
Other expenses                                278           2,220              3%            35%
                                           ------          ------
   Total non-interest expense              $3,534          $4,013             10%            11%
                                           ======          ======

Non-interest Expense

Non-interest expense increased by $3.5 million, or 10 percent from the prior quarter, including a $3.2 million, or 17 percent increase in compensation and employee benefits expense. The prior quarter compensation and employee benefits included significant reductions in commissions tied to production, as well as significant reductions in bonuses and employee benefits tied to Company performance. The current quarter increase in compensation and employee benefits also reflects increased staffing with the number of full-time equivalent employees increasing from 1,571 to 1,610 during the quarter, and increasing from 1,510 since the end of the 2008 first quarter.

Non-interest expense increased by $4.0 million, or 11 percent from the same quarter of 2008, including a $2.2 million, or 35 percent increase in other expenses. The increase in other expenses includes $931 thousand in FDIC insurance premiums, $395 thousand in outside legal, accounting, and audit firm expense, $263 thousand loss from sales of other real estate owned, $190 thousand expense associated with repossessed assets, and a non-recurring payment of $169 thousand to the pension plan of the former North Side State Bank prior to terminating the plan in March 2009. North Side State Bank was acquired in April 2007 and immediately merged into 1st Bank, the Company's subsidiary in Evanston, Wyoming. Occupancy and equipment expense has increased $762 thousand, or 15 percent, since March 31, 2008, reflecting the cost of additional branch locations and facility upgrades. Advertising and promotion expense increased $185 thousand, or 12 percent, from the same quarter of 2008, such increase attributable to branch promotions and the banks continuing focus on attracting and retaining non-interest bearing and other low cost deposits.

The efficiency ratio (non-interest expense / net interest income plus non-interest income) was 51 percent for the quarter, compared to 55 percent for the 2008 first quarter, a four percentage point improvement.

Provision for Loan Losses

The Company recorded a provision for loan losses of $15.7 million, an increase of $13.2 million from the same quarter in 2008. Net charged-off loans during the three months ended March 31, 2009 were $8.7 million.

The determination of the allowance for loan and lease losses ("ALLL") and the related provision for loan losses is a critical accounting estimate that involves management's judgments about current environmental factors which affect loan losses, such factors including economic conditions, changes in collateral values, net charge-offs, and other factors discussed in "Financial Condition Analysis" - Allowance for Loan and Lease Losses.

                          FINANCIAL CONDITION ANALYSIS

As reflected in the following table, total assets at March 31, 2009 were $5.581
billion, which is $27 million greater than the total assets of $ 5.554 billion
at December 31, 2008 and an increase of $746 million, or 15 percent, over the
total assets of $4.835 billion at March 31, 2008.

                                             March 31,    December 31,    March 31,    $ change from   $ change from
                                                2009          2008           2008       December 31,     March 31,
ASSETS ($ IN THOUSANDS)                     (unaudited)     (audited)    (unaudited)        2008            2008
-----------------------                     -----------   ------------   -----------   -------------   -------------
Cash on hand and in banks                    $  110,220       125,123       113,016       (14,903)       (2,796)
Investment securities, interest bearing
   deposits, FHLB stock, FRB stock, and
   fed funds                                  1,007,283     1,000,224       764,067         7,059       243,216
Loans:
   Real estate                                  847,245       838,375       720,108         8,870       127,137
   Commercial                                 2,607,655     2,575,828     2,312,359        31,827       295,296
   Consumer and other                           705,805       715,990       649,401       (10,185)       56,404
                                             ----------     ---------     ---------        ------       -------
      Total loans                             4,160,705     4,130,193     3,681,868        30,512       478,837
Allowance for loan and lease losses             (83,777)      (76,739)      (56,680)       (7,038)      (27,097)
                                             ----------     ---------     ---------        ------       -------
      Total loans, net of allowance for
         loan and lease losses                4,076,928     4,053,454     3,625,188        23,474       451,740
                                             ----------     ---------     ---------        ------       -------
Other assets                                    386,369       375,169       332,601        11,200        53,768
                                             ----------     ---------     ---------        ------       -------
   Total Assets                              $5,580,800     5,553,970     4,834,872        26,830       745,928
                                             ==========     =========     =========        ======       =======

At March 31, 2009, total loans were $4.161 billion, an increase of $31 million, or 74 basis points (3 percent annualized) over total loans of $4.130 billion at December 31, 2008. Commercial loans grew the most with an increase of $32 million, or 1 percent, followed by real estate loans, increasing by $9 million, or 1 percent, while consumer loans, which are primarily comprised of home equity loans, decreased $10 million, or 1 percent from the fourth quarter of 2008. Total loans increased $479 million, or 13 percent from March 31, 2008. Since prior year, commercial loans have increased $295 million, or 13 percent, real estate loans grew by $127 million, or 18 percent, and consumer loans increased $56 million, or 9 percent.

Investment securities, including interest bearing deposits in other financial institutions and federal funds sold, have increased $243 million, or 32 percent, from March 31, 2008 and have increased $7 million, or 1 percent, from December 31, 2008. Investment securities represented 18 percent of total assets at March 31, 2009 versus 16 percent of total assets the prior year.

The Company typically sells a majority of long-term mortgage loans originated, retaining servicing only on loans sold to certain lenders. The sale of loans in the secondary mortgage market reduces the Company's risk of holding long-term fixed rate loans in the loan portfolio. Mortgage loans sold with servicing released for the three months ended March 31, 2009 and 2008 were $313 million and $176 million, respectively. The Company has also been active in originating commercial SBA loans, some of which are sold to investors. The amount of loans sold and serviced for others at March 31, 2009 was approximately $174 million.

Allowance for Loan and Lease Losses

The Company is committed to a conservative management of the credit risk within the loan and lease portfolios, including the early recognition of problem loans. The Company's credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan and lease portfolios, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate.

Determining the adequacy of the ALLL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ALLL methodology is designed to reasonably estimate the probable loan and lease losses within each bank subsidiary's loan and lease portfolios. Accordingly, the ALLL is maintained within a range of estimated losses. The determination of the ALLL and the related provision for credit losses is a critical accounting estimate that involves management's judgments about all known relevant internal and external environmental factors that affect loan losses, including the credit risk inherent in the loan and lease portfolios, economic conditions nationally and in the local markets in which the Banks operate, changes in collateral values, delinquencies, non-performing assets and net charge-offs. Although the Company and the banks continue to actively monitor economic trends, a softening of economic conditions combined with declines in the values of real estate that collateralize most of the Company's loan and lease portfolios may adversely affect the credit risk and potential for loss to the Company.

The Company considers the ALLL balance of $83.8 million adequate to cover inherent losses in the loan and lease portfolios as of March 31, 2009. However, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the amount reserved, or that subsequent evaluations of the loan and lease portfolios applying management's judgment about then current factors, including economic and regulatory developments, will not require significant changes in the ALLL. Under such circumstances, this could result in enhanced provisions for credit losses. See additional risk factors in Part II - Other information, Item 1A - Risk Factors.

The Company's model of ten wholly-owned, independent community banks, each with its own loan committee, chief credit officer and Board of Directors, provides substantial local oversight to the lending and credit

management function. Unlike a traditional, single-bank holding company, the Company's decentralized business model affords multiple reviews of larger loans before credit is extended, a significant benefit in mitigating and managing the Company's credit risk. The geographic dispersion of the market areas in which the Company and the community bank subsidiaries operate further mitigates the risk of credit loss. While this process is intended to limit credit exposure, there can be no assurance that problem credits will not arise and loan losses incurred, particularly in periods of rapid economic downturns.

At the end of each quarter, each of the subsidiary community banks analyzes its loan and lease portfolio and maintain an ALLL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America. The ALLL balance covers estimated credit losses on individually evaluated loans, including those which are determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan and lease portfolios.

The ALLL evaluation is well documented and approved by each bank subsidiary's Board of Directors and reviewed by the Parent's Board of Directors. In addition, the policy and procedures for determining the balance of the ALLL are reviewed annually by each bank subsidiary's Board of Directors, the Parent's Board of Directors, independent credit reviewer and state and federal bank regulatory agencies. Each of the Bank's ALLL is generally available to absorb losses from any segment of its loan and lease portfolio.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process, utilizing each of the Bank's internal credit risk rating process, is necessary to support management's evaluation of the ALLL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management's evaluation of the loan portfolio credit quality. The loan review function also assesses the evaluation process and provides an independent analysis of the adequacy of the ALLL.

The following table summarizes the allocation of the ALLL:

                                     March 31, 2009              December 31, 2008             March 31, 2008
                               --------------------------   --------------------------   --------------------------
                                 Allowance      Percent       Allowance      Percent       Allowance      Percent
                               for loan and   of loans in   for loan and   of loans in   for loan and   of loans in
(Dollars in thousands)         lease Losses     category    lease Losses     category    lease Losses     category
----------------------         ------------   -----------   ------------   -----------   ------------   -----------
Real estate loans                 $ 7,832         20.4%         7,233          20.3%         4,913          19.6%
Commercial real estate loans       39,045         47.0%        35,305          46.8%        24,298          45.2%
Other commercial loans             23,497         15.7%        21,590          15.6%        17,965          17.6%
Consumer and other loans           13,403         16.9%        12,611          17.3%         9,504          17.6%
                                  -------        -----         ------         -----         ------         -----
   Totals                         $83,777        100.0%        76,739         100.0%        56,680         100.0%
                                  =======        =====         ======         =====         ======         =====

The following table summarizes ALLL experience:

                                                     Three                         Three
                                                 months ended    Year ended    months ended
                                                   March 31,    December 31,     March 31,
(Dollars in thousands)                               2009           2008           2008
----------------------                           ------------   ------------   ------------
Balance at beginning of period                     $ 76,739        54,413         54,413
   Charge-offs:
      Real estate loans                              (1,087)       (3,233)           (50)
      Commercial loans                               (6,408)       (4,957)          (202)
      Consumer and other loans                       (1,499)       (1,649)          (156)
                                                   --------        ------         ------
         Total charge-offs                         $ (8,994)       (9,839)          (408)
                                                   --------        ------         ------
   Recoveries:
      Real estate loans                                  40            23             40
      Commercial loans                                  158           716             82
      Consumer and other loans                          119           321             53
                                                   --------        ------         ------
         Total recoveries                          $    317         1,060            175
                                                   --------        ------         ------
      Net (charge-offs) recoveries                   (8,677)       (8,779)          (233)
      Acquisition (1)                                    --         2,625             --
      Provision                                      15,715        28,480          2,500
                                                   --------        ------         ------
Balance at end of period                           $ 83,777        76,739         56,680
                                                   ========        ======         ======
Allowance for loan and lease losses as a
   percentage of total loan and leases                 2.01%         1.86%          1.54%
Net charge-offs as a percentage of total loans        0.209%        0.213%         0.006%

(1) Acquisition of Bank of the San Juans in 2008

The increase in the ALLL was primarily due to the increase in non-performing assets since December 31, 2008 and a downturn in global, national and local economies.

At March 31, 2009, the ALLL was $83.777 million, an increase of $27 million, or 48 percent, from a year ago. The allowance was 2.01 percent of total loans outstanding at March 31, 2009, up from 1.54 percent at the prior year quarter end, and up from 1.86 percent at December 31, 2008. The current quarter provision for loan loss expense was $15.7 million, an increase of $13.2 million from the same quarter in 2008. Charged-off loans for the current quarter exceeded recoveries of previously charged-off loans by $8.7 million. Loan portfolio growth, composition, average loan size, credit quality considerations, and other environmental factors will determine the level of additional provision expense.

The Banks' charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until such time as it is sold. When such property is acquired, it is recorded at estimated fair value, less estimated cost to sell. Any write-down at the time of recording real estate owned is charged to the ALLL. Any subsequent write-downs are charged to current expense.

Non-performing Assets

                                                                 At          At           At
(Dollars in thousands)                                       3/31/2009   12/31/2008   3/31/2008
----------------------                                       ---------   ----------   ---------
Non-accrual loans:
   Real estate loans                                          $ 9,641       3,575        3,356
   Commercial loans                                            79,374      58,454       17,368
   Consumer and other loans                                     3,273       2,272        1,023
                                                             --------      ------       ------
      Total                                                   $92,288      64,301       21,747
Accruing Loans 90 days or more overdue:
   Real estate loans                                            2,056       4,103          341
   Commercial loans                                             1,473       2,897        4,129
   Consumer and other loans                                       910       1,613          247
                                                             --------      ------       ------
      Total                                                    $4,439       8,613        4,717
Real estate and other assets owned, net                        18,985      11,539        2,098
                                                             --------      ------       ------
Total non-performing loans and real estate
   and other assets owned, net                               $115,712      84,453       28,562
                                                             ========      ======       ======
Allowance for loan and lease losses as a
   percentage of non-performing assets                             72%         91%         198%
Non-performing assets as a percentage of total bank assets       1.97%       1.46%        0.57%
Accruing Loans 30-89 days or more overdue                     $66,534      54,787       32,152
Interest Income (1)                                            $1,374       4,434          402

(1) Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis for the three months ended March 31, 2009, year ended December 31, 2008 and three months ended March 31, 2008 had such loans performed pursuant to contractual terms. . . .

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