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
(Registrants 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 issuers classes of common stock, as of the latest practicable date.
Class |
Number of Shares Outstanding | |
Common Stock | 10,193,422 at July 29, 2004 |
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 | |||||
4 | ||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003 |
5 | |||||
6 | ||||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||||
Item 3. |
17 | |||||
Item 4. |
17 | |||||
Item 1. |
18 | |||||
Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
18 | ||||
Item 3. |
18 | |||||
Item 4. |
18 | |||||
Item 5. |
18 | |||||
Item 6. |
19 | |||||
20 |
2
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.
3
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.
4
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.
5
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 Bancorporations (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 AWBCs 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 AWBCs 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 |
6
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 | ||||
7
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 managements 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 Companys 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
8
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. AWBCs 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 Companys Condensed Consolidated Statement of Condition.
9
AMERICANWEST BANCORPORATION
Item 2: Managements 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 Managements 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 Corporations market, loan delinquency rates, changes in portfolio composition, the banks 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 Corporations market, fluctuation in demand for the Corporations products and services, the Corporations 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 Corporations 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 managements 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 PSLRAs 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 AWBCs 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 Corporations 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 $10.0 million in proceeds from the issuance to acquire junior subordinated debentures issued by AWBC. Upon the adoption of amended FIN 46, the investment in the Trust is no longer consolidated on the Condensed Consolidated Financial Statements.
AmericanWest Bank
AWB provides a full range of banking services to small and medium-sized businesses, agricultural businesses, professionals, and consumers through 44 offices located in Eastern Washington and Northern Idaho.
The principal sources of the AWBs revenue are 1) interest and fees on loans, 2) fees for deposit accounts and related services, 3) interest on investments and 4) interest bearing deposits with other banks. AWBs lending activities consist of term and operating loans to businesses and agricultural businesses, real estate construction and development loans, vehicle and equipment loans for both businesses and consumers, and real estate mortgage loans. AWB also offers a full line of deposit account products and related services.
10
AMERICANWEST BANCORPORATION
Performance Overview
The table below summarizes the Corporations financial performance for the three and six months ending June 30, 2004 and 2003:
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||
2004 |
2003 |
% Change |
2004 |
2003 |
% Change |
|||||||||||||
($ 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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AMERICANWEST BANCORPORATION
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 Corporations 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 AWBCs 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 managements 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 borrowers 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.
12
AMERICANWEST BANCORPORATION
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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AMERICANWEST BANCORPORATION
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 Corporations 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 Corporations 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-forsale. 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.
14
AMERICANWEST BANCORPORATION
Allowance for Loan Losses
At June 30, 2004, the Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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.
15
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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 Corporations 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 AWBCs capital ratios relative to regulatory requirements at June 30, 2004:
Capital Ratio |
Regulatory Standard for Well |
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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AMERICANWEST BANCORPORATION
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 managements 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), AWBCs management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of the Corporations 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 Corporations 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 Commissions 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.
17
AMERICANWEST BANCORPORATION
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 Corporations 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 Corporations 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 |
There is no other information to report for the first six months of 2004.
18
AMERICANWEST BANCORPORATION
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. |
19
AMERICANWEST BANCORPORATION
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 |
20
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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants 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 registrants annual report on Form 10-K (File No. 000-18561) filed March 26, 2003. |
21
AMERICANWEST BANCORPORATION
Exhibit No. |
Description | |
10.12 | AmericanWest Bancorporation 2001 Incentive Stock Plan is incorporated by reference to Exhibit 99.1 to the registrants 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 registrants 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. |
22