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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 


 

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2004

 

or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from              to             

 

Commission File Number 000-18561

 


 

AMERICANWEST BANCORPORATION

(Exact name of registrant as specified in its charter)

 


 

Washington   91-1259511

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

9506 North Newport Highway, Spokane, WA   99218-1200
(Address of principal executive offices)   (Zip Code)

 

(509) 467-6993

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class


 

Number of Shares Outstanding


Common Stock   10,193,422 at July 29, 2004

 



Table of Contents

AMERICANWEST BANCORPORATION

 

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

June 30, 2004

 

Table of Contents

 

           

Page


Part I  Financial Information

   
   

Item 1.

 

Financial Statements

   
       

Condensed Consolidated Statement of Condition as of June 30, 2004 and December 31, 2003

 

3

       

Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2004 and 2003

 

4

       

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003

 

5

       

Notes to Condensed Consolidated Financial Statements

 

6

   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

   

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

17

   

Item 4.

 

Controls and Procedures

 

17

Part II  Other Information

   
   

Item 1.

 

Legal Proceedings

 

18

   

Item 2.

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

18

   

Item 3.

 

Defaults Upon Senior Securities

 

18

   

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

18

   

Item 5.

 

Other Information

 

18

   

Item 6.

 

Exhibits and Reports on Form 8-K

 

19

   

Signatures

     

20

 

2


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AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF CONDITION

(unaudited)

($ in thousands)

 

     June 30,
2004


   December 31,
2003


ASSETS              

Cash and due from banks

   $ 23,315    $ 29,352

Overnight interest bearing deposits with other banks

     3,303      18,943
    

  

Cash and cash equivalents

     26,618      48,295

Securities

     76,482      40,726

Loans, net of allowance for loan losses of $14,011 and $12,453, respectively

     906,918      863,718

Accrued interest receivable

     7,032      6,750

Premises and equipment, net

     23,310      22,455

Foreclosed real estate and other foreclosed assets

     8,627      7,408

Life insurance and salary continuation assets

     18,065      15,643

Goodwill

     12,050      12,050

Intangible assets

     2,767      2,893

Other assets

     4,182      3,969
    

  

TOTAL ASSETS

   $ 1,086,051    $ 1,023,907
    

  

LIABILITIES              

Noninterest bearing - demand deposits

   $ 152,205    $ 159,425

Interest bearing deposits:

             

NOW and savings accounts

     451,543      399,726

Time, $100,000 and over

     85,178      127,117

Other time

     169,029      184,857
    

  

TOTAL DEPOSITS

     857,955      871,125

Short-term borrowings

     73,325      27,050

Long-term borrowings

     37,864      9,879

Capital lease obligations

     439      542

Subordinated debentures

     10,310      10,310

Accrued interest payable

     700      914

Other liabilities

     5,065      7,889
    

  

TOTAL LIABILITIES

     985,658      927,709
STOCKHOLDERS’ EQUITY              

Common stock, no par, shares authorized 15 million; issued and outstanding 10,213,528 and 10,127,975, respectively

     99,475      78,908

Retained earnings

     816      16,817

Accumulated other comprehensive income, net of tax

     102      473
    

  

TOTAL STOCKHOLDERS’ EQUITY

     100,393      96,198
    

  

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,086,051    $ 1,023,907
    

  

 

The accompanying notes are an integral part of these statements.

 

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AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(unaudited)

($ in thousands, except per share amounts)

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


     2004

   2003

   2004

   2003

INTEREST INCOME

                           

Interest and fees on loans

   $ 17,873    $ 17,106    $ 34,689    $ 33,410

Interest on securities

     555      447      1,013      903

Other interest income

     15      30      47      54
    

  

  

  

TOTAL INTEREST INCOME

     18,443      17,583      35,749      34,367
    

  

  

  

INTEREST EXPENSE

                           

Interest on deposits

     2,802      3,379      5,703      6,657

Interest on borrowings

     428      334      725      799
    

  

  

  

TOTAL INTEREST EXPENSE

     3,230      3,713      6,428      7,456
    

  

  

  

NET INTEREST INCOME

     15,213      13,870      29,321      26,911

Provision for loan losses

     5,710      1,120      6,710      1,986
    

  

  

  

NET INTEREST INCOME AFTER PROVISION

     9,503      12,750      22,611      24,925
    

  

  

  

NONINTEREST INCOME

                           

Fees and service charges

     1,218      1,084      2,351      1,986

Other

     1,436      538      1,842      1,081
    

  

  

  

TOTAL NONINTEREST INCOME

     2,654      1,622      4,193      3,067
    

  

  

  

NONINTEREST EXPENSE

                           

Salaries and employee benefits

     5,829      5,007      11,420      9,943

Occupancy expense, net

     714      603      1,469      1,206

Equipment expense

     626      605      1,305      1,241

State business and occupation tax

     191      207      399      405

Intangible assets amortization

     63      63      126      126

Other

     2,753      2,329      5,429      4,550
    

  

  

  

TOTAL NONINTEREST EXPENSE

     10,176      8,814      20,148      17,471
    

  

  

  

INCOME BEFORE PROVISION FOR INCOME TAX

     1,981      5,558      6,656      10,521

PROVISION FOR INCOME TAXES

     713      1,955      1,851      3,707
    

  

  

  

NET INCOME

   $ 1,268    $ 3,603    $ 4,805    $ 6,814
    

  

  

  

Basic earnings per common share

   $ 0.12    $ 0.36    $ 0.47    $ 0.68

Diluted earnings per common share

   $ 0.12    $ 0.34    $ 0.46    $ 0.65

Basic weighted average shares outstanding

     10,205,436      10,084,905      10,168,811      9,993,800

Diluted weighted average shares outstanding

     10,525,173      10,477,660      10,514,957      10,443,736

 

The accompanying notes are an integral part of these statements.

 

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AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(unaudited)

($ in thousands)

 

     2004

    2003

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

   $ 4,805     $ 6,814  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for loan losses

     6,710       1,986  

Depreciation and amortization

     1,148       1,896  

Gain on disposal of branch

     (621 )     —    

Gain on sale of fixed assets

     (5 )     —    

Changes in assets and liabilities:

                

Accrued interest receivable

     (282 )     (799 )

Life insurance and salary continuation assets

     (422 )     (364 )

Other assets

     (18 )     579  

Accrued interest payable

     (198 )     (115 )

Other liabilities

     (2,855 )     706  
    


 


NET CASH FROM OPERATING ACTIVITIES

     8,262       10,703  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES

                

Securities available-for-sale:

                

Maturities, sales and principal payments

     5,279       13,205  

Purchases

     (41,609 )     (4,402 )

Net increase in loans and leases

     (45,682 )     (50,772 )

Purchase of life insurance contracts

     (2,000 )     (3,000 )

Purchases of premises and equipment

     (1,987 )     (2,153 )

Proceeds from sale of premises and equipment

     68       —    

Foreclosed assets activity

     (5,489 )     870  
    


 


NET CASH FROM INVESTING ACTIVITIES

     (91,420 )     (46,252 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES

                

Net decrease in deposits

     1,942       38,483  

Borrowings activity

     74,260       (8,699 )

Principal payments on capital lease obligations

     (24 )     (22 )

Proceeds from issuance of capital stock, exercise of stock options and employee incentive program

     1,368       1,560  

Cash payments for stock repurchases

     (1,607 )     (1,100 )

Cash payments for sale of branch

     (14,458 )     —    
    


 


NET CASH FROM FINANCING ACTIVITIES

     61,481       30,222  
    


 


NET CHANGE IN CASH AND CASH EQUIVALENTS

     (21,677 )     (5,327 )

Cash and cash equivalents, beginning of period

     48,295       38,925  
    


 


Cash and cash equivalents, end of period

   $ 26,618     $ 33,598  
    


 


Supplemental Disclosures:

                

Cash paid during the period for:

                

Interest

   $ 6,642     $ 7,571  

Income taxes

   $ 2,500     $ 3,500  

Noncash Investing and Financing Activities:

                

Foreclosed real estate acquired in settlement of loans

   $ 4,270     $ 1,929  

 

The accompanying notes are an integral part of these statements.

 

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AMERICANWEST BANCORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. Basis of Presentation

 

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2003. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of AmericanWest Bancorporation’s (AWBC) consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of AWBC’s consolidated financial position and results of operations.

 

Employee stock options are accounted for under the intrinsic value method as allowed under Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. Stock options are granted at exercise prices not less than the fair market value of common stock on the date of grant. Under APB No. 25, no compensation expense is recognized pursuant to AWBC’s stock option plans. The following table sets out the pro forma amounts of net income and earnings per share that would have been reported had it elected to follow the fair value recognition provisions of Statement of Financial Accounting Standards Board No. 123, Accounting for Stock-Based Compensation.

 

     Three Months Ended

    Six Months Ended

 
     June 30,     June 30,     June 30,     June 30,  

( $ in thousands, except per share)

 

   2004

    2003

    2004

    2003

 

Reported Net Income

   $ 1,268     $ 3,603     $ 4,805     $ 6,814  

Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax effects

     (25 )     (21 )     (409 )     (242 )
    


 


 


 


Pro forma Net Income

   $ 1,243     $ 3,582     $ 4,396     $ 6,572  
    


 


 


 


Basic Earnings Per Share

                                

Reported Earnings Per Share

   $ 0.12     $ 0.36     $ 0.47     $ 0.68  

Stock-based employee compensation, fair value

     (0.00 )     (0.00 )     (0.04 )     (0.02 )
    


 


 


 


Pro forma Earnings Per Share

   $ 0.12     $ 0.36     $ 0.43     $ 0.66  
    


 


 


 


Diluted Earnings Per Share

                                

Reported Diluted Earnings Per Share

   $ 0.12     $ 0.34     $ 0.46     $ 0.65  

Stock-based employee compensation, fair value

     (0.00 )     (0.00 )     (0.04 )     (0.02 )
    


 


 


 


Pro forma Diluted Earnings Per Share

   $ 0.12     $ 0.34     $ 0.42     $ 0.63  
    


 


 


 


Fair Value Assumptions:

                                

Risk free interest rate

     5.00 %     5.00 %     4.05 %     4.36 %

Expected volatility

     27.63 %     27.63 %     24.89 %     26.27 %

Expected cash dividends

     0 %     0 %     0 %     0 %

Expected stock option life

     5.0 years       5.0 years       7.5 years       7.0 years  

 

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AMERICANWEST BANCORPORATION

 

NOTE 2. Consolidation of Subsidiaries

 

On March 19, 2003, AWBC consolidated its two commercial banking subsidiaries, AmericanWest Bank and Bank of Latah into a single commercial bank, AmericanWest Bank. The AmericanWest Bank charter is the surviving charter.

 

NOTE 3. Securities

 

All of the securities are classified as available-for-sale and are carried at market value. Unrealized gains and losses, net of tax, are excluded from earnings and reported as a net amount as a separate component of stockholders’ equity. Gains or losses on the sale of available-for-sale securities are determined using the specific identification method. Premiums and discounts are recognized in interest income using the effective interest method over the period to maturity. Carrying amounts and fair values at June 30, 2004 and December 31, 2003 were as follows:

 

     June 30, 2004

   December 31, 2003

($ in thousands)

 

   Amortized
Cost


   Fair Value

   Amortized
Cost


   Fair Value

US. Treasury Securities

   $ 501    $ 520    $ 501    $ 535

Obligations of Federal Government Agencies

     6,445      6,363      4,056      4,073

Obligations of states, municipalities and political subdivisions

     9,253      9,285      8,879      9,085

Mortgage backed securities

     3,131      3,126      5,331      5,252

Corporate securities

     50,037      50,373      16,148      16,817

Other securities

     6,958      6,815      5,084      4,964
    

  

  

  

TOTAL

   $ 76,325    $ 76,482    $ 39,999    $ 40,726
    

  

  

  

 

NOTE 4. Loans and Allowance for Loan Losses

 

Loan detail by category as of June 30, 2004 and December 31, 2003 were as follows:

 

($ in thousands)

 

   June 30, 2004

    December 31, 2003

 

Commercial and industrial

   $ 672,125     $ 645,156  

Agricultural

     137,736       124,395  

Real estate mortgage

     37,805       38,075  

Real estate construction

     34,567       32,236  

Installment

     24,651       26,850  

Bank cards and other

     14,215       9,678  
    


 


Total Loans

   $ 921,099     $ 876,390  
    


 


Allowance for loan losses

     (14,011 )     (12,453 )

Deferred loan fees, net of deferred costs

     (170 )     (219 )
    


 


Net Loans

   $ 906,918     $ 863,718  
    


 


 

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AMERICANWEST BANCORPORATION

 

The allowance for loan loss is maintained at levels considered adequate by management to provide for possible loan losses. The allowance is based on management’s assessment of various factors affecting the loan portfolio, including problem loans, business conditions and loss experience, and an overall evaluation of the quality of the underlying collateral. Changes in the allowance for loan losses during the three and six months ended June 30, 2004 and 2003 were as follows:

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 

($ in thousands)

 

   2004

    2003

    2004

    2003

 

Balance, beginning of period

   $ 12,505     $ 10,873     $ 12,453     $ 10,272  

Provision for loan losses

     5,710       1,120       6,710       1,986  

Loan charge-offs

     (4,728 )     (433 )     (5,743 )     (818 )

Loan recoveries

     524       39       591       159  
    


 


 


 


Balance, end of period

   $ 14,011     $ 11,599     $ 14,011     $ 11,599  
    


 


 


 


 

NOTE 5. Comprehensive Income

 

Total comprehensive income, which includes net income and unrealized gains and losses on the Company’s available-for-sale securities, amounted to approximately $4.4 million and approximately $3.9 million for the six months ended June 30, 2004 and 2003, respectively.

 

NOTE 6. Common Stock

 

In January of 2004 and 2003, the Board of Directors declared 10% common stock dividends. AWBC recorded a transfer from retained earnings to common stock for the market value of the additional shares on the date issued. Per share amounts and weighted average shares outstanding have been retroactively adjusted to reflect the stock dividends.

 

NOTE 7. Earnings Per Share

 

The following is a reconciliation of the numerators and denominators for basic and diluted per share computations for net income for the three and six months ended June 30:

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


($ in thousands, except per share)

 

   2004

   2003

   2004

   2003

Numerator:

                           

Net income

   $ 1,268    $ 3,603    $ 4,805    $ 6,814

Denominator:

                           

Weighted average number of common shares outstanding

     10,205,436      10,084,905      10,168,811      9,993,800

Incremental shares assumed for stock options

     319,737      392,755      346,146      449,936
    

  

  

  

Total

     10,525,173      10,477,660      10,514,957      10,443,736
    

  

  

  

 

NOTE 8. Sale of Branch

 

On June 4, 2004, AWBC sold a branch to another bank. The branch was located in Ione, Washington and consisted of approximately $15.1 million deposits. AWBC recorded a gain of approximately $621,000 related to this sale which is included in noninterest income for the quarter ended June 30, 2004. Operating results reflect activity in this branch up to the date of sale.

 

NOTE 9. Accounting Pronouncements

 

In December 2003, the FASB issued revised Interpretation No. 46, Consolidation of Variable Interest Entities (VIE), as amended and interpreted. It defined a VIE as a corporation, partnership, trust, or any other legal structure used for the business purpose that either does not have equity

 

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AMERICANWEST BANCORPORATION

 

investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. This interpretation requires a VIE to be consolidated or deconsolidated by a company generally based on the risk of loss or return. AWBC has a VIE in the form of a Trust set up to issue subordinated debentures and accordingly, the implementation of the Interpretation required the deconsolidation of the Trust. AWBC adopted the Interpretation retroactively. AWBC’s investment in the Trust is not consolidated and is accounted for under the equity method and included in other assets on the Condensed Consolidated Statement of Condition. The subordinated debentures issued and guaranteed by the Company and held by the trust are reflected on the Company’s Condensed Consolidated Statement of Condition.

 

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AMERICANWEST BANCORPORATION

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain matters discussed or incorporated by reference in this Quarterly Report on Form 10-Q including, but not limited to, matters described in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements about the business strategy, financial condition, results of operations, future financial targets and earnings outlook of the Corporation. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Those factors include, but are not limited to, impact of the current national and regional economy on small business loan demand in the Corporation’s market, loan delinquency rates, changes in portfolio composition, the bank’s ability to attract quality commercial business, interest rate movements and the impact on margins such movement may cause, changes in the demographic make-up of the Corporation’s market, fluctuation in demand for the Corporation’s products and services, the Corporation’s ability to attract and retain qualified people, regulatory changes, competition with other banks and financial institutions, and other factors. For a discussion of factors that could cause actual results to differ, please see the Corporation’s reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. Words such as “targets,” “expects,” “anticipates,” “believes,” other similar expressions or future or conditional verbs such as “will,” “may,” “should,” “would,” and “could” are intended to identify such forward-looking statements. Readers should not place undue reliance on the forward-looking statements, which reflect management’s view only as of the date hereto. The Corporation undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. This statement is included for the express purpose of protecting the Corporation under PSLRA’s safe harbor provisions.

 

The following discussion contains a review of the results of operations and financial condition for the three and six months ended June 30, 2004 and 2003. This information should be read in conjunction with the financial statements and related notes appearing in this report. The reader is assumed to have access to AWBC’s Form 10-K for the year ended December 31, 2003, which contains additional information.

 

AmericanWest Bancorporation

 

AmericanWest Bancorporation (AWBC or Corporation) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Corporation conducts business through its wholly-owned subsidiary, AmericanWest Bank (AWB) a state-chartered, FDIC-insured commercial bank organized under the laws of the State of Washington. The Corporation’s main office is located in Spokane, Washington.

 

AmericanWest Capital Trust I (Trust), a subsidiary of AWBC, was formed in September 2002 for the exclusive purpose of issuing trust preferred securities and common securities and using the $10.0 million in proceeds from the issuance to acquire junior subordinated debentures issued by AWBC. Upon the adoption of amended FIN 46, the investment in the Trust is no longer consolidated on the Condensed Consolidated Financial Statements.

 

AmericanWest Bank

 

AWB provides a full range of banking services to small and medium-sized businesses, agricultural businesses, professionals, and consumers through 44 offices located in Eastern Washington and Northern Idaho.

 

The principal sources of the AWB’s revenue are 1) interest and fees on loans, 2) fees for deposit accounts and related services, 3) interest on investments and 4) interest bearing deposits with other banks. AWB’s lending activities consist of term and operating loans to businesses and agricultural businesses, real estate construction and development loans, vehicle and equipment loans for both businesses and consumers, and real estate mortgage loans. AWB also offers a full line of deposit account products and related services.

 

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AMERICANWEST BANCORPORATION

 

Performance Overview

 

The table below summarizes the Corporation’s financial performance for the three and six months ending June 30, 2004 and 2003:

 

     Three Months Ended June 30,

    Six Months Ended June 30,

 
     2004

   2003

   % Change

    2004

   2003

   % Change

 

($ in thousands except per share data)

 

                                

Interest Income

   $ 18,443    $ 17,583    4.9 %   $  35,749    $  34,367    4.0 %

Interest Expense

     3,230      3,713    -13.0 %     6,428      7,456    -13.8 %
    

  

        

  

      

Net Interest Income

     15,213      13,870    9.7 %     29,321      26,911    9.0 %
    

  

        

  

      

Provision for Loan Loss

     5,710      1,120    409.8 %     6,710      1,986    237.9 %
    

  

        

  

      

Net interest income after provision for loan losses

     9,503      12,750    -25.5 %     22,611      24,925    -9.3 %
    

  

        

  

      

Noninterest Income

     2,654      1,622    63.6 %     4,193      3,067    36.7 %

Noninterest Expense

     10,176      8,814    15.5 %     20,148      17,471    15.3 %
    

  

        

  

      

Income before Taxes

     1,981      5,558    -64.4 %     6,656      10,521    -36.7 %
    

  

        

  

      

Income Tax Expense

     713      1,955    -63.5 %     1,851      3,707    -50.1 %
    

  

        

  

      

Net Income

   $ 1,268    $ 3,603    -64.8 %   $ 4,805    $ 6,814    -29.5 %
    

  

        

  

      

Basic earnings per common share

   $ 0.12    $ 0.36          $ 0.47    $ 0.68       

Diluted earnings per common share

   $ 0.12    $ 0.34          $ 0.46    $ 0.65       

 

Net Income

 

The Corporation reported net income of approximately $1.3 million or $0.12 per fully diluted share for the three months ended June 30, 2004 compared to approximately $3.6 million and $0.34 for the same period in 2003. The Corporation reported net income of approximately $4.8 million or $0.46 per fully diluted share for the six months ended June 30, 2004 compared to approximately $6.8 million and $0.65 for the same period in 2003. Return on average assets for the six months ending June 30, 2004 and 2003 was 0.93% and 1.47%, respectively. The return on average equity for the six months ended June 30, 2004 and 2003 was 9.68% and 16.21%, respectively.

 

During the three months ended June 30, 2004 the Corporation recorded a $4.0 million, pre-tax, additional loan loss provision which AWBC originally announced on May 20, 2004 and a gain on the divestiture of a single branch in the amount of $621 thousand, pre-tax. On a pro forma basis without these two events, the net income for the three months ended June 30, 2004 was $3.5 million and $7.0 million for the six months ended June 30, 2004. Diluted earnings per share, on a pro forma basis, were $0.33 for the three months ended June 30, 2004 and $0.67 for the six months ended June 30, 2004. The following is a table to reconcile the pro forma net income and GAAP income:

 

 

     3 months ended
June 30, 2004


    6 months ended
June 30, 2004


 

Net income as reported

   $ 1,268     $ 4,805  

Add: Loan loss provision for one relationship

     4,000       4,000  

Less: Gain on divesture of branch

     (621 )     (621 )

Less: Tax impact of above items

     (1,163 )     (1,163 )
    


 


Pro forma net income

   $ 3,484     $ 7,021  
    


 


 

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Net Interest Income

 

Net interest income was approximately $15.2 million for the three months ended June 30, 2004, an increase from approximately $13.9 million for the like period in 2003. Net interest income was approximately $29.3 million for the first six months of 2004 compared to $26.9 million during the first six months of 2003. The increase in net interest income for both time periods was largely due to increases in the level of earning assets and a decrease in the cost of deposits. These were partially offset by decreases in interest and fees earned on loans and securities. There was a decrease in net interest margin to 6.30% for the period ended June 30, 2004 compared to 6.40% for the like period last year. This decrease was due to a decrease on loan yields which were offset partially by an increase in investment yields and decreases in deposit and borrowing costs.

 

The following table sets forth the Corporation’s net interest margin for the year to date ending June 30, 2004 and 2003:

 

     2004

         2003

      
     Average

   Interest

   %

    Average

   Interest

   %

 

Loans

   $ 882,441    $ 31,191    7.09 %   $ 793,297    $ 29,393    7.47 %

Loan fees

            3,502    0.80 %            4,017    1.00 %

Investments

     51,157      1,056    4.14 %     54,169      957    3.56 %
    

  

        

  

      

Total earning assets

     933,598      35,749    7.68 %     847,466      34,367    8.18 %
    

  

        

  

      

Other assets

     96,424                   77,779              
    

  

        

  

      

Total assets

   $ 1,030,022    $ 35,749          $ 925,245    $ 34,367       
    

  

        

  

      

Interest-bearing deposits

   $ 715,026    $ 5,703    1.60 %   $ 651,326    $ 6,657    2.06 %

Borrowings

     55,968      725    2.60 %     50,255      799    3.21 %
    

  

        

  

      

Total interest-bearing liabilities

     770,994      6,428    1.67 %     701,581      7,456    2.14 %
    

  

        

  

      

Noninterest bearing deposits

     152,229                   133,924              

Other liabilities

     7,499                   4,981              
    

  

        

  

      

Total liabilities

     930,722      6,428            840,486      7,456       
    

  

        

  

      

Equity

     99,300                   84,779              
    

  

        

  

      

Total liabilities and capital

   $ 1,030,022    $ 6,428          $ 925,265    $ 7,456       
    

  

        

  

      

Net interest income/spread

          $ 29,321                 $ 26,911       

Net interest margin to average earning assets

                 6.30 %                 6.40 %

 

The above table includes non-accrual loans in the average loan balance. In accordance with AWBC’s accounting policies, the interest on these loans is not included in interest income.

 

Provision for Loan Losses

 

Provision for loan losses increased to approximately $5.7 million in the second quarter, compared to approximately $1.1 million in the second quarter of 2003, and provision for loan losses increased to $6.7 million for the six months ended June 30, 2004 compared to $2.0 million for the six months ended June 30, 2003. The provision for the second quarter and for the six months ended June 30, 2004 included an additional provision of $4.0 million for a single relationship. AWBC announced this provision on May 20, 2004. Provisions are made to reserve for known and inherent risk characteristics within the loan portfolio. The increase was due to the changing economic conditions in Eastern Washington, Northern Idaho and the Pacific Northwest in general, continued internal growth of the loan portfolio and management’s continual assessment of specific loan characteristics. AWBC and its subsidiaries regularly evaluate the level of provision and the allowance for loan losses for adequacy by considering changes in the nature of the loan portfolio, overall portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and estimate impact of current economic conditions that may affect a borrower’s ability to pay. The use of different estimates or assumptions could produce different provision for loan loss. In addition, the allowance for loan losses and the provision for loan losses are also subject to regulatory supervision and examination.

 

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Noninterest Income

 

Noninterest income for the three and six months ended June 30, 2004 was approximately $2.7 million and $4.2 million, respectively. This represented an increase from approximately $1.6 million and $3.1 million for the like period in 2003. Fees and service charges increased during the three months ended June 30, 2004 to approximately $1.2 million from approximately $1.1 million in 2003. The fees and services charges increased during the six months ended June 30, 2003 to approximately $2.4 million from approximately $2.0 million in 2003. The increases in these areas are primarily due to increases in the number of transaction related deposit accounts and an increase in activity related to those accounts. Other income increased by approximately $0.9 million and $0.7 million for the three and six months ended June 30 due to the gain on the sale of a branch of approximately $0.6 million which was recorded in 2004, and increases in the cash value of life insurance policies and gains on sale of real estate owned.

 

Noninterest Expense

 

Noninterest expense increased to approximately $10.2 million for the three months ended June 30, 2004 from approximately $8.8 million in the comparable quarter of 2003. The noninterest expense for the six months ended June 30, 2004 increased to approximately $20.1 million compared to $17.5 million in 2003. This increase is due mainly to increases in salaries and employee benefits and foreclosed real estate and other foreclosed asset expenses. The salaries and employee benefits costs for the three and six months ended June 30, 2004 have increased approximately $0.8 million and $1.5 million, respectively, as compared to the prior year. This increase is due to incentive compensation, additional staffing, and increased healthcare costs. The foreclosed real estate and other foreclosed asset expenses have increased approximately $0.8 million and $1.2 million, respectively, from the prior year.

 

Income Tax Expense

 

Income tax expense has decreased as a percentage of income before income taxes for the six month period ended June 30, 2004 to 27.8% compared to 35.2% in 2003. There were two buildings placed into service during the first quarter, in which AWBC had purchased historical rehabilitation tax credits. The Company has recognized these tax credits during the six months ended June 30, 2004 causing the effective tax rate to decrease. Without the effect of the historical rehabilitation tax credits, the effective tax rate for the six months ended June 30, 2004 would have been 36.4%.

 

Nonperforming Assets

 

Nonperforming assets include loans that are 90 or more days past due or in non-accrual status and real estate and other loan collateral acquired through foreclosure. Total nonperforming assets were approximately $17.4 million or 1.61% of total assets at June 30, 2004. This compares to approximately $19.9 million or 1.95% of assets at December 31, 2003. The majority of nonperforming assets are comprised of several loans and properties.

 

The Corporation has acquired title to two ice skating complexes in Spokane. The first is carried at $1.1 million and is being marketed as a multi-use commercial property. The Corporation has received an offer on this property that has been accepted that would result in fully covering the asset. The second is carried at $1.9 million and is being operated as an ice skating rink. The asset is being carried at market value and is being marketed as an operating facility.

 

The Corporation has acquired title to a retail/office complex in Spokane that totals $3.2 million of foreclosed real estate. The Corporation has a pending offer from a buyer for in excess of the asset amount. Contingencies include environmental due diligence which is ongoing. If the offer is not accepted or sale does not occur, the property will be listed with a real estate professional, and marketed as a retail/office facility.

 

The Corporation has two restaurants/entertainment facilities in foreclosed real estate totaling $1.5 million. The Company is in the process of evaluating an offer on one of the restaurants which is vacant. The other restaurant is being operated as a restaurant/gaming facility and is being marketed as an operating entity.

 

Management is evaluating $1.0 million in loans to a manufacturer of rubber products located in Southeastern Washington that are on non-accrual status. The loans are presently delinquent, and the financial condition of the entity is such that management believes that the collection of all interest and principal is doubtful. The loans are partially collateralized. The portion that management believes is not covered by collateral has been included in the Provision for Loan Losses.

 

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Management has recognized a $0.9 million loan to an Ethanol production plant as non-accruing due to a bankruptcy filing and uncertainty regarding the collection of principal and interest. The loan is a purchased participation and represents 12% of the total obligation of the borrower. The borrower resumed payments in March of 2004, and has made monthly payments since under approval of the bankruptcy court. Approval of the bankruptcy plan and continued collection of principal and reinstatement of interest accruals are anticipated my management.

 

Management is evaluating a $0.8 million loan for land development in Central Washington that is currently on non-accrual. The loan is secured by real estate zoned for single family use. Management is attempting to gain title to the property through foreclosure proceedings.

 

At period end, a commercial real estate property loan in the amount of $0.5 million was on non-accrual. Subsequent to period end, the Corporation acquired title to the property and is currently marketing it. Management does not anticipate any losses related to this property.

 

Financial Condition

 

The Corporation’s consolidated assets at June 30, 2004 and December 31, 2003 were approximately $1.1 billion and $1.0 billion, respectively. Cash and cash equivalents decreased to approximately $26.6 million at June 30, 2004 from $48.3 million at December 31, 2003. Securities have increased to approximately $76.5 million at June 30, 2004 from $40.7 million at December 31, 2003.

 

Deposits decreased to approximately $858.0 million at June 30, 2004 compared to approximately $871.1 million at December 31, 2003. The decrease was partially offset by an increase in NOW and savings accounts of $51.8 million. The decrease was mostly attributable to a decrease of $57.8 million in time deposits, mostly comprised of wholesale and public deposits. Short-term and long-term borrowings increased by approximately $74.3 million to approximately $111.2 million from approximately $36.9 million at December 31, 2003. Included in these effects is the sale of the Ione Branch which consisted of approximately $15.2 million in deposits.

 

Total stockholders’ equity was approximately $100.4 million at June 30, 2004, up from approximately $96.2 million at December 31, 2003. The increase in stockholders’ equity was mostly due to net income and exercises of stock options which were partially offset by decreases in unrealized gains recorded on available-for-sale investments and stock repurchases.

 

Investment Portfolio

 

The Corporation’s investment portfolio increased from approximately $40.7 million at December 31, 2003 to approximately $76.5 million at June 30, 2004. This increase was due to purchases and increases in market values of certain securities which were partially offset by security payments, maturities, sales and decreases in the market values of certain securities. The major classifications of investments as of June 30, 2004 and December 31, 2003 can be found in the Notes to Condensed Consolidated Financial Statements. All securities are classified as available-for–sale. Management believes that this classification provides greater flexibility to respond to interest rate changes and liquidity needs.

 

Loan Portfolio

 

The major classifications of loans at June 30, 2004 and December 31, 2003 can be found in the Notes to Condensed Consolidated Financial Statements.

 

Total gross loans were approximately $921.1 million as of June 30, 2004 compared to approximately $876.4 million at December 31, 2003. This increase was due to increases in commercial and industrial loans, agricultural loans, real estate construction loans, bank cards and other loans. These increases were offset by decreases in real estate mortgage loans and installment loans. The increase in agricultural loans was related to seasonal increases and new activity, offset by periodic payments and maturities. The increase in commercial and industrial loans, bank cards and other loans was related to new activity, offset by periodic payments and maturities. The increase in real estate construction loans was related to seasonal increases and new activity, offset by periodic payments and maturities. Decreases in real estate mortgage loans and installment loans were related to periodic payments and maturities, which were offset by new lending activity.

 

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Allowance for Loan Losses

 

At June 30, 2004, the Corporation’s allowance for loan losses was approximately $14.0 million or 1.52% of total gross loans. This compares to approximately $12.5 million or 1.42% at December 31, 2003. The allowance for loan losses is increased by charges to income (provision for loan losses) and decreased by charge-offs, net of recoveries. Loans are charged to the allowance when management believes the collection of principal is unlikely. The increase was related to provision for loan losses of approximately $6.7 million, which included an additional provision related to a single borrower relationship of $4.0 million which the Corporation disclosed on May 20, 2004. The provision for loan losses was offset by charge-offs of $5.7 million and recoveries of $0.6 million. The recovery included a single recovery of $0.5 million related to a single borrowing relationship.

 

In assessing the adequacy of the allowance for loan losses, management utilizes an analysis of credits for objectively analyzing recent historical loan loss experience and projecting future allowance requirements. The analysis provides an inherent loss rate by risk ratings. Each category of risk rating is assigned a projected loss value based upon general historic valuations and current management expectations for future losses. Additionally, management utilizes an analysis of impaired loans, determining the collateral coverage of loans to assess the adequacy of the allowance. Additionally, management compares projected future allowance requirements with current nonperforming loan conditions and historical loss statistics. Finally, management utilizes judgment based on individual loan evaluations, delay in receipt of customer financial information, related credit facilities, volatility of economic and customer specific conditions or concentrations, and delinquency rates in assessing allowance for loan losses.

 

The majority of the Corporation’s loans are to small and medium-sized businesses, agricultural businesses, professionals and consumers in Eastern Washington and Northern Idaho and are secured by residential and commercial real estate, crops and business inventory and receivables. Real estate values in this area remain stable. Prices for agricultural commodities also remain at normal levels. However, significant, long-term changes in either of these underlying factors could affect the collectibility of a material portion of the Corporation’s loans outstanding. Each of these factors is also considered in the analysis of assessing the adequacy of the allowance for loan losses.

 

Management believes that the allowances for loan losses and other real estate owned are adequate. While management uses currently available information to recognize losses on loans and foreclosed real estate future additions to the allowances may be necessary based on changes in economic conditions, or borrower or loan characteristics. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses and foreclosed real estate. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

 

Deposits

 

The Corporation’s primary source of funds is customer deposits. To attract and retain deposits, the Corporation offers a wide variety of account types and maturities, both interest bearing and noninterest bearing. Many account types have additional services bundled with them, such as insurance, travel discounts, free checks and free or discounted access to other bank services. Interest rates on accounts are determined by management based on the Corporation’s funding needs and market conditions and can change as frequently as daily.

 

At June 30, 2004, total deposits were approximately $858.0 million, a decrease of approximately $13.1 million from $871.1 million at December 31, 2003. NOW and savings accounts, which include money market accounts, increased approximately $51.8 million to $451.5 million at June 30, 2004 from $399.7 million at December 31, 2003 and the Corporation experienced a decrease of approximately $57.8 million in time deposits to $254.2 million at June 30, 2004 from $312.0 million December 31, 2003. Noninterest bearing deposits decreased $7.2 million to $152.2 million from $159.4 million at December 31, 2003. The balances for June 30, 2004 reflect the sale of the Ione branch deposits in the amount of $15.2 million.

 

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AMERICANWEST BANCORPORATION

 

In recent years, competition from non-bank investment alternatives has increased competition for retail deposits. In light of this and other factors and to further diversify its funding sources, the Corporation has expanded its use of time deposits from public entities and from credit unions and community banks. At June 30, 2004, these accounts totaled approximately $110.7 million or approximately 12.9% of total deposits. This was a decrease of approximately $78.1 million from 21.6% of total deposits at December 31, 2003.

 

Liquidity and Capital Resources

 

Management actively analyzes and manages the Corporation’s liquidity position. The objective of liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for profitable business expansion. Management believes that the Corporation’s cash flow will be sufficient to support its existing operations for the foreseeable future.

 

Cash flows from operations contribute significantly to liquidity as well as proceeds from maturities of securities and increasing customer deposits. As indicated on the Corporation’s Condensed Consolidated Statement of Cash Flows, net cash from operating activities for the six months ended June 30, 2004 contributed approximately $8.3 million to liquidity compared to approximately $10.7 million for the six months ended June 30, 2003.

 

At June 30, 2004, the Corporation held cash and due from banks and interest bearing deposits with banks of approximately $26.6 million compared to approximately $48.3 million at December 31, 2003. In addition, approximately $76.5 million of the Corporation’s investments were classified as available-for-sale at June 30, 2004 as compared to approximately $40.7 million at December 31, 2003.

 

In addition to the strategy noted for deposits above, the Corporation uses short-term and long-term borrowings, principally in the form of advances from the Federal Home Loan Bank of Seattle, as a source of funding. With maturities ranging from overnight to 30 years, these advances are used to provide a ready source of liquidity for the operations and are a tool the Corporation uses to manage its interest rate risk.

 

At June 30, 2004, short-term and long-term borrowings stood at approximately $73.3 million and $37.9 million, respectively. These balances represented an increase of approximately $46.2 million in short-term borrowings and an increase of approximately $28.0 million in long-term borrowings in comparison to December 31, 2003, which were $27.1 million and $9.9 million respectively. As of June 30, 2004 and December 31, 2003, AWBC had lines of credit available of approximately $69.9 million and $163.3, respectively. The lines were available for short-term and long-term maturities up to 30 years at market interest rates.

 

As a federally-regulated bank holding company, the Corporation is required to maintain minimum levels of capital at all times at both AWBC and AWB. Bank regulatory agencies have promulgated regulations that measure the Corporation’s capital in three ways. Tier one capital, currently comprised of stockholders’ equity and trust preferred securities, is measured against assets both on a book basis and on a risk-weighted basis according to standardized risk categories for specific types of assets. In addition, tier one capital is adjusted for certain other items, most prominently the allowance for loan losses and certain intangibles, to arrive at defined total regulatory capital. This amount is then measured against risk-weighted assets.

 

The table below lists AWB and AWBC’s capital ratios relative to regulatory requirements at June 30, 2004:

 

Capital Ratio


  

Regulatory

Standard for “Well
Capitalized” Rating


    AWBC
Actual
Ratio


    AWB
Actual
Ratio


 

Tier One Capital to Average Total Assets

   5.00 %   9.33 %   9.17 %

Tier One Capital to Risk Weighted Assets

   6.00 %   9.37 %   9.22 %

Total Capital to Risk Weighted Assets

   10.00 %   10.62 %   10.47 %

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Management considers interest rate risk to be a market risk that could have a significant effect on the financial condition of AWBC. In management’s opinion, there have been no material changes in reported market risks faced by AWBC since the end of the most recent fiscal year.

 

Item 4. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures: As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), AWBC’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of the Corporation’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Corporation’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by the Corporation, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b) Changes in Internal Controls: In addition and as of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to which this report relates that have materially affected or are reasonably likely to materially affect, the internal control over financial reporting.

 

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AMERICANWEST BANCORPORATION

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

Periodically and in the ordinary course of business, various claims and lawsuits are brought against AWBC or AWB, such as claims to enforce liens, condemnation proceedings on properties in which the Bank held a security interest, claims involving the making and servicing of real property loans and other issues incident to the business of AWBC and AWB. In the opinion of management, the ultimate liability, if any, resulting from such claims or lawsuits will not have a material adverse effect on the financial position or results of operations of AWBC.

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

The following table summarizes purchases of the Corporation’s securities registered pursuant to section 12 of the Securities Exchange Act of 1934, made by or on behalf of the Corporation and any affiliated purchaser in the three months ended June 30, 2004:

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period


   Total Number of
Shares
Purchased


   Average Price
Paid per Share


   Total Number of
Shares Purchased
as Part of Publicly
Announced Plan


   Maximum Number
that May Yet Be
Purchased Under
the Plan1


April 1 - April 30, 2004

   —        N/A    N/A    226,109

May 1 - May 31, 2004

   20,376    $ 18.21    20,376    205,733

June 1 - June 30, 2004

   67,976      18.05    67,976    137,757
    
  

  
  

Total

   88,352    $ 18.10    88,352    137,757
    
  

  
  

1 The plan was publicly announced in September of 2001 with 739,841 shares approved to be repurchased.

 

On June 22, 2004, the Board of Directors amended the Corporation’s bylaws to allow shareholders 20 more days to make proposals, allow directors to serve to age 72 and clarify executive titles.

 

Item 3. Defaults Upon Senior Securities

 

No defaults upon senior securities have occurred during the first six months of 2004.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

  (a) Annual meeting of shareholders was held on April 27, 2004.

 

  (b) Proxies for the annual meeting were solicited pursuant to Regulation 14 under the Act

 

  (c) Matters voted upon at the meeting

 

Proposal 1 – Election of Directors

 

     For

   Withhold

Gary Bolyard

   8,200,696    131,359

Wesley E. Colley

   8,168,120    163,935

Craig Eerkes

   8,220,364    111,691

James Rand Elliott

   8,209,830    122,225

Robert J. Gardner

   8,220,379    111,676

Allen Ketelsen

   8,217,467    114,588

Donald H. Swartz, II

   8,195,431    136,624

P. “Mike” Taylor

   8,220,480    111,575

 

Item 5. Other Information

 

There is no other information to report for the first six months of 2004.

 

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Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits

 

The exhibits filed as part of this report and exhibits incorporated herein by reference to other documents are listed in the Index to Exhibits to this Quarterly Report on Form 10-Q (pages E-1 and E-2), including executive compensation plans and arrangements which are identified separately by asterisk:

 

3.1   Amended & Restated Articles of Incorporation of registrant
3.2   Amended and Restated By-Laws of registrant.
31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  (b) Reports on Form 8-K

 

  Current Report on Form 8-K dated May 20, 2004 and filed May 28, 2004, Items 5 and 7.

 

  Current Report on Form 8-K dated April 29, 2004 and filed April 30, 2004, Items 7 and 12.

 

  Current Report on Form 8-K dated April 26, 2004 and filed on April 27, 2004, Item 10.

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 5, 2004.

 

AMERICANWEST BANCORPORATION

\s\ Wesley E. Colley


Wesley E. Colley, President and

Chief Executive Officer

\s\ C. Tim Cassels


C. Tim Cassels, Executive Vice President and

Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit No.

 

Description


3.1   Amended & Restated Articles of Incorporation of registrant.
3.2   Amended and Restated By-Laws of registrant.
10.1   Agreement and Plan of Mergers dated March 28, 2002, by and among AmericanWest Bancorporation, AmericanWest Bank, Latah Bancorporation, Inc. and Bank of Latah is incorporated herein by reference to Exhibit 2 of the registrant’s statement on Form S-4 (File No. 333-87838).
10.2   Latah Bancorporation, Inc. 1999 Employee Incentive Stock Option Plan is incorporated by reference to Exhibit 99.1 to the registrant’s statement on Form S-8 (File No. 333-101040) filed November 6, 2002.*
10.3   Latah Bancorporation, Inc. 1999 Non-Qualified Stock Option Plan is incorporated by reference to Exhibit 99.2 to the registrant’s statement on Form S-8 (File No. 333-101040) filed November 6, 2002.*
10.4   Placement Agreement dated as of September 18, 2002, between AmericanWest Bancorporation and AmericanWest Statutory Trust I, as Officers, and FTN Financial Capital Markets and Keefe, Bruyette & Woods, Inc., as Placement Agents, for the issuance of Floating Rate Capital Securities to Preferred Term Securities VII, Ltd. is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.5   Indenture dated as of September 26, 2003, between AmericanWest Bancorporation, as Issuer, and State Street Bank and Trust Company of Connecticut, National Association, as Trustee, for the issuance of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032 is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.6   Form of AmericanWest Bancorporation Floating Rate Junior Subordinated Deferrable Interest Debentures is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.7   Form of AmericanWest Statutory Trust I Floating Rate Capital Securities is incorporated herein by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.8   Form of AmericanWest Statutory Trust I Floating Rate Common Securities is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.9   Amended and Restated Declaration of Trust dated as of September 26, 2002, between AmericanWest Bancorporation, as Sponsor; Wesley E. Colley, Wade Griffith and John L. Gilbert, as Administrators; and State Street Bank and Trust Company of Connecticut National Association, as Institutional Trustee, is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.10   Guarantee Agreement dated as of September 26, 2002, between AmericanWest Bancorporation, as Guarantor, and State Street Bank and Trust Company of Connecticut National Association, as Guarantee Trustee, is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.
10.11   Subscription Agreement dated as of September 26, 2002, between AmericanWest Bancorporation and AmericanWest Statutory Trust I, as Officers, and Preferred Term Securities VII, Ltd., as Purchaser, is incorporated by reference to the registrant’s annual report on Form 10-K (File No. 000-18561) filed March 26, 2003.

 

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Table of Contents

AMERICANWEST BANCORPORATION

 

Exhibit No.

 

Description


10.12   AmericanWest Bancorporation 2001 Incentive Stock Plan is incorporated by reference to Exhibit 99.1 to the registrant’s registration statement on Form S-8 (File No. 333-65628).*
10.13   AmericanWest Bancorporation 2001 Employee Stock Purchase Plan is incorporated by reference to Exhibit 99.1 to the registrant’s registration statement on Form S-8 (File No. 333-65630).*
31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Denotes executive compensation plan or arrangement.

 

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