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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 March 31, 2005

 

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.)

 

41 West Riverside Avenue, Suite 400, 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   10,389,541 at May 3, 2005

 



Table of Contents

AMERICANWEST BANCORPORATION

 

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

March 31, 2005

 

Table of Contents

 

         Page

Part I Financial Information

    

Item 1.

  Financial Statements     
    Condensed Consolidated Statement of Condition as of March 31, 2005 and December 31, 2004    3
    Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2005 and 2004    4
    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004    5
    Notes to Condensed Consolidated Financial Statements    6

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    9

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    15

Item 4.

  Controls and Procedures    15
Part II Other Information     

Item 1.

  Legal Proceedings    16

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds    16

Item 3.

  Defaults Upon Senior Securities    16

Item 4.

  Submission of Matters to a Vote of Security Holders    16

Item 5.

  Other Information    16

Item 6.

  Exhibits and Reports on Form 8-K    16

Signatures

   17

 

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AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENT OF CONDITION

(unaudited)

($ in thousands)

 

     March 31,
2005


    December 31,
2004


ASSETS               

Cash and due from banks

   $ 21,417     $ 26,915

Overnight interest bearing deposits with other banks

     1,737       2,302
    


 

Cash and cash equivalents

     23,154       29,217

Securities

     33,318       33,886

Loans, net of allowance for loan losses of $16,923 and $18,475, respectively

     890,600       909,255

Accrued interest receivable

     6,534       6,520

Premises and equipment, net

     24,183       23,955

Foreclosed real estate and other foreclosed assets

     1,940       4,201

Life insurance and salary continuation assets

     19,115       18,912

Goodwill

     12,050       12,050

Intangible assets

     2,579       2,642

Other assets

     7,085       8,356
    


 

TOTAL ASSETS

   $ 1,020,558     $ 1,048,994
    


 

LIABILITIES               

Noninterest bearing demand deposits

   $ 175,698     $ 169,579

Interest bearing deposits:

              

NOW and savings accounts

     425,266       452,357

Time, $100,000 and over

     107,807       123,006

Other time

     148,068       149,856
    


 

TOTAL DEPOSITS

     856,839       894,798

Short-term borrowings

     31,319       24,539

Long-term borrowings

     4,260       5,668

Capital lease obligations

     404       416

Subordinated debentures

     10,310       10,310

Accrued interest payable

     1,028       1,000

Other liabilities

     7,424       7,188
    


 

TOTAL LIABILITIES

     911,584       943,919
STOCKHOLDERS’ EQUITY               

Common stock, no par, shares authorized 15 million; issued and outstanding of 10,377,148 and 10,269,454, respectively

     101,866       100,812

Retained earnings

     7,196       4,057

Accumulated other comprehensive income (loss), net of tax

     (88 )     206
    


 

TOTAL STOCKHOLDERS’ EQUITY

     108,974       105,075
    


 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 1,020,558     $ 1,048,994
    


 

 

The accompanying notes are an integral part of these statements.

 

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Table of Contents

AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(unaudited)

($ in thousands, except per share amounts)

 

     2005

   2004

INTEREST INCOME

             

Interest and fees on loans

   $ 16,983    $ 16,816

Interest on securities

     343      458

Other interest income

     10      32
    

  

TOTAL INTEREST INCOME

     17,336      17,306
    

  

INTEREST EXPENSE

             

Interest on deposits

     3,027      2,901

Interest on borrowings

     568      297
    

  

TOTAL INTEREST EXPENSE

     3,595      3,198
    

  

NET INTEREST INCOME

     13,741      14,108

Provision for loan losses

     1,075      1,000
    

  

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     12,666      13,108
    

  

NONINTEREST INCOME

             

Fees and service charges

     1,123      1,133

Other

     442      406
    

  

TOTAL NONINTEREST INCOME

     1,565      1,539
    

  

NONINTEREST EXPENSE

             

Salaries and employee benefits

     5,549      5,591

Occupancy expense, net

     1,045      755

Equipment expense

     804      679

State business and occupation tax

     223      208

Foreclosed real estate and other foreclosed assets expense

     66      819

Intangible assets amortization

     63      63

Other

     1,776      1,857
    

  

TOTAL NONINTEREST EXPENSE

     9,526      9,972
    

  

INCOME BEFORE PROVISION FOR INCOME TAX

     4,705      4,675

PROVISION FOR INCOME TAXES

     1,566      1,138
    

  

NET INCOME

   $ 3,139    $ 3,537
    

  

Basic earnings per common share

   $ 0.30    $ 0.35

Diluted earnings per common share

   $ 0.30    $ 0.34

Basic weighted average shares outstanding

     10,338,025      10,150,470

Diluted weighted average shares outstanding

     10,490,197      10,505,234

 

The accompanying notes are an integral part of these statements.

 

4


Table of Contents

AMERICANWEST BANCORPORATION

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2005 AND 2004

(unaudited)

($ in thousands)

 

     2005

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net Income

   $ 3,139     $ 3,537  

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

                

Provision for loan losses and foreclosed real estate and other

     1,075       1,713  

Depreciation and amortization

     707       568  

Gain on sale of fixed assets and foreclosed real estate and othe forclosed assets

     (13 )     (91 )

Changes in assets and liabilities:

                

Accrued interest receivable

     (14 )     19  

Life insurance and salary continuation assets

     (203 )     (8 )

Other assets

     1,428       (1,953 )

Accrued interest payable

     28       (107 )

Other liabilities

     236       112  
    


 


NET CASH FROM OPERATING ACTIVITIES

     6,383       3,790  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES

                

Securities available-for-sale:

                

Maturities, sales and principal payments

     2,273       1,789  

Purchases

     (2,200 )     (2,287 )

Net (increase) decrease in loans and leases

     17,478       (77 )

Purchase of life insurance contracts

     —         (137 )

Purchases of premises and equipment

     (917 )     (669 )

Proceeds from sale of premises and equipment

     78       29  

Foreclosed assets activity

     2,387       443  
    


 


NET CASH FROM (USED IN) INVESTING ACTIVITIES

     19,099       (909 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES

                

Net decrease in deposits

     (37,959 )     (9,624 )

Borrowings activity

     5,372       (3,306 )

Principal payments on capital lease obligations

     (12 )     (12 )

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

     1,054       788  
    


 


NET CASH USED IN FINANCING ACTIVITIES

     (31,545 )     (12,154 )
    


 


NET CHANGE IN CASH AND CASH EQUIVALENTS

     (6,063 )     (9,273 )

Cash and cash equivalents, beginning of period

   $ 29,217     $ 48,295  
    


 


Cash and cash equivalents, end of period

   $ 23,154     $ 39,022  
    


 


Supplemental Disclosures:

                

Cash paid during the period for:

                

Interest

   $ 3,567     $ 3,305  

Income taxes

   $ —       $ 1,000  

Noncash Investing and Financing Activities:

                

Foreclosed real estate acquired in settlement of loans

   $ 102     $ 5,294  

 

The accompanying notes are an integral part of these statements.

 

5


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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, 2004. 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, the Company or the Corporation) 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 generally 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 for stock options that are granted at exercise prices not less than the fair market value of common stock on the date of grant. 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, as amended.

 

    

Three Months Ended

March 31,


 

( $ in thousands, except per share)

 

   2005

    2004

 

Reported Net Income

   $ 3,139     $ 3,537  

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

     (182 )     (384 )
    


 


Pro forma Net Income

   $ 2,957     $ 3,153  
    


 


Basic Earnings Per Share

                

Reported Earnings Per Share

   $ 0.30     $ 0.35  

Stock-based employee compensation, fair value

     (0.01 )     (0.04 )
    


 


Pro forma Earnings Per Share

   $ 0.29     $ 0.31  
    


 


Diluted Earnings Per Share

                

Reported Diluted Earnings Per Share

   $ 0.30     $ 0.34  

Stock-based employee compensation, fair value

     (0.02 )     (0.04 )
    


 


Pro forma Diluted Earnings Per Share

   $ 0.28     $ 0.30  
    


 


 

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the periods above: risk free interest rate of 4.25% and 4.19%, respectively, expected volatility of 26.52% and 25.77%, respectively, cash dividends of 0% for each period and expected stock option lives ranging from 5 to 10 years.

 

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Table of Contents

AMERICANWEST BANCORPORATION

 

NOTE 2. 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 March 31, 2005 and December 31, 2004 were as follows:

 

     March 31, 2005

   December 31, 2004

($ in thousands)

 

   Amortized
Cost


   Fair Value

   Amortized
Cost


   Fair Value

US. Treasury Securities

   $ 501    $ 503    $ 501    $ 508

Obligations of Federal Government Agencies

     5,207      5,160      1,962      1,986

Obligations of states, municipalities and political subdivisions

     8,719      8,785      8,728      8,886

Mortgage backed securities

     6,462      6,355      9,334      9,330

Corporate securities

     5,505      5,456      6,008      6,139

Other securities

     7,059      7,059      7,037      7,037
    

  

  

  

TOTAL

   $ 33,453    $ 33,318    $ 33,570    $ 33,886
    

  

  

  

 

NOTE 3. Loans and Allowance for Loan Losses

 

Loan detail by category as of March 31, 2005 and December 31, 2004 were as follows:

 

($ in thousands)

 

   March 31, 2005

    December 31, 2004

 

Commercial real estate

   $ 488,038     $ 497,253  

Commercial and industrial

     199,657       197,912  

Agricultural

     115,176       122,735  

Real estate construction

     42,851       45,908  

Real estate mortgage

     32,577       32,703  

Installment

     19,989       22,454  

Bankcards and other

     9,211       8,909  
    


 


Total Loans

   $ 907,499     $ 927,874  
    


 


Allowance for loan losses

     (16,923 )     (18,475 )

Deferred loan fees, net of deferred costs

     24       (144 )
    


 


Net Loans

   $ 890,600     $ 909,255  
    


 


 

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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 months ended March 31, 2005 and 2004 were as follows:

 

($ in thousands)

 

   2005

    2004

 

Balance, beginning of period

   $ 18,475     $ 12,453  

Provision charged to operations

     1,075       1,000  

Loan charge-offs

     (2,675 )     (1,015 )

Recoveries

     48       67  
    


 


Balance, end of period

   $ 16,923     $ 12,505  
    


 


 

NOTE 4. Comprehensive Income

 

Total comprehensive income, which includes net income and unrealized gains and losses on the Corporation’s available-for-sale securities, amounted to approximately $2.8 million and approximately $3.8 million for the three months ended March 31, 2005 and 2004, respectively.

 

NOTE 5. 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 months ended March 31, 2005 and 2004 were as follows:

 

($ in thousands, except per share)

 

   2005

   2004

Numerator:

             

Net income

   $ 3,139    $ 3,537

Denominator:

             

Weighted average number of common shares outstanding

     10,338,025      10,150,470

Incremental shares assumed for stock options

     152,172      354,764
    

  

Total

     10,490,197      10,505,234
    

  

Basic Earnings per common share

   $ 0.30    $ 0.35

Diluted Earnings per common share

   $ 0.30    $ 0.34

 

NOTE 6. Accounting Pronouncements

 

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure will no longer be an alternative. This statement will be adopted on January 1, 2006.

 

As permitted by Statement 123, the Company currently accounts for share-based payments to employees using Opinion 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)’s fair value method will have a significant impact on our results of operations, although it will have no impact on our overall financial position. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement 123(R) in prior periods, the impact of that standard would have approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in Note 1 to our consolidated financial statements. Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption.

 

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Table of Contents

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,” may be deemed 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 AmericanWest Bank’s (AWB or the Bank) 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 prior report on Form 10-K 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 first quarter in 2005 and 2004. 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, 2004, 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 $10.3 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 42 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 on 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 months ending March 31, 2005 and 2004:

 

     2005

   2004

   % Change

 

($ in thousands except per share data)

 

                

Interest Income

   $ 17,336    $ 17,306    0.2 %

Interest Expense

     3,595      3,198    12.4 %
    

  

      

Net Interest Income

     13,741      14,108    -2.6 %
    

  

      

Provision for Loan Loss

     1,075      1,000    7.5 %

Net interest income after provision for loan losses

     12,666      13,108    -3.4 %
    

  

      

Noninterest Income

     1,565      1,539    1.7 %

Noninterest Expense

     9,526      9,972    -4.5 %
    

  

      

Income before provision for income taxes

     4,705      4,675    0.6 %
    

  

      

Provision for income taxes

     1,566      1,138    37.6 %
    

  

      

Net Income

   $ 3,139    $ 3,537    -11.3 %
    

  

      

Basic earnings per common share

   $ 0.30    $ 0.35    -14.3 %

Diluted earnings per common share

   $ 0.30    $ 0.34    -11.8 %

 

Net Income

 

The Corporation reported net income of approximately $3.1 million or $0.30 per fully diluted share for the three months ended March 31, 2005 compared to approximately $3.5 million and $0.34 for the same period in 2004. The decrease in net income is due mainly to the increase of interest expense and the increase in the provision for income taxes. The increase in the provision for income taxes is due mainly to historical tax credits which were recognized in 2004 which did not occur in 2005. Return on average assets for the three months ending March 31, 2005 and 2004 was 1.21% and 1.42%, respectively.

 

Net Interest Income

 

Net interest income was approximately $13.7 million for the three months ended March 31, 2005, a decrease from approximately $14.1 million for the like period in 2004. The decrease in net interest income was largely due to increases in the costs of deposits and borrowing costs offset by a slight increase in interest and fees on loans. The cost of deposits to the Company for the quarter ended March 31, 2005 was 1.79% compared to 1.65% for the quarter ended March 31, 2004. There was a decrease in net interest margin to 5.87% for the period ended March 31, 2005 compared to 6.20% for the like period last year. This decrease was due to increasing deposit costs, decreasing loan yields and decreasing investment yields. These were partially offset by decreasing borrowings costs.

 

 

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AMERICANWEST BANCORPORATION

 

The following table sets forth the Corporation’s net interest margin for the year to date ending March 31, 2005 and 2004:

 

     Three Months Ended March 31,

 
     2005

    2004

 

($ in thousands)

 

   Average
Balance


   Interest

   %

    Average
Balance


   Interest

   %

 
Assets                                         

Loans, gross

   $ 919,350    $ 16,983    7.49 %   $ 864,428    $ 16,816    7.82 %

Taxable Investments

     25,867      252    3.95 %     31,772      367    4.65 %

Nontaxable Investments

     8,723      138    6.42 %     8,873      137    6.21 %

Overnight deposits with other banks

     1,857      10    2.18 %     11,019      32    1.17 %
    

  

        

  

      

Total earning assets

     955,797    $ 17,383    7.38 %     916,092    $ 17,352    7.62 %
    

  

        

  

      

Other assets

     79,541                   77,444              
    

               

             

Total assets

   $ 1,035,338                 $ 993,536              
    

               

             
Liabilities                                         

Interest bearing deposits

   $ 687,516    $ 3,027    1.79 %   $ 706,206    $ 2,901    1.65 %

Borrowings

     64,095      568    3.59 %     31,994      297    3.73 %
    

  

        

  

      

Total interestbearing liabilities

     751,611    $ 3,595    1.94 %     738,200    $ 3,198    1.74 %
    

  

        

  

      

Noninterest bearing deposits

     167,729                   151,106              

Other liabilities

     8,506                   6,780              
    

               

             

Total liabilities

     927,846                   896,086              
    

               

             

Stockholders’ equity

     107,492                   97,450              
    

               

             

Total liabilities and stockholders’ equity

   $ 1,035,338                 $ 993,536              
    

               

             

Net interest income and spread

                 5.44 %                 5.88 %

Net interest margin to average earnings assets

                 5.87 %                 6.20 %

 

The above table includes nonaccrual loans in the average loan balances. Tax exempt securities income has been presented using a tax equivalent basis and an assumed tax rate of 34%.

 

Provision for Loan Losses

 

Provision for loan losses increased to approximately $1.1 million in the first quarter, compared to approximately $1.0 million in the first quarter of 2004. The increase was due to management’s continual assessment of specific loan characteristics in the portfolio. In general, AWBC regularly evaluates 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 the estimated impact of current economic conditions that may affect a borrower’s ability to pay. Management continually monitors the economic conditions of the Corporation’s market, which includes Eastern Washington and Northern Idaho and includes this information in the analysis of its Provision for Loan Losses. In addition, management includes general economic conditions for its analysis. The provision for loan losses is an estimate and 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 subject to regulatory supervision, examination and change.

 

Noninterest Income

 

Noninterest income for the three months ended March 31, 2005 was approximately $1.6 million. This represented an increase from approximately $1.5 million for the like period in 2004. This increase was due mainly to increases in the value of life insurance and salary continuation assets, which was slightly offset by a decrease in the gains on sales of foreclosed real estate and other foreclosed assets as compared with the prior year.

 

Noninterest Expense

 

Noninterest expense decreased to approximately $9.5 million for the three months ended March 31, 2005 from approximately $10.0 million in the comparable quarter of 2004. This decrease is due mainly to the change in foreclosed real estate and other foreclosed assets expense for the quarter ended March 31, 2005 from the quarter ended March 31, 2004. The decrease in the foreclosed real estate and other foreclosed assets was mainly due to charge offs of approximately $0.7 million in the first quarter of 2004 which did not occur in 2005. This decrease was partially offset by the increasing occupancy expense for the quarter ended March 31, 2005 as compared to the quarter ended March 31, 2004. This increase in occupancy expense was due mainly to escalation clauses in existing lease agreements and a leased building in downtown Spokane for the corporate headquarters which was placed into service in December of 2004.

 

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Income Tax Expense

 

Income tax expense has increased as a percentage of income before income taxes for the three month period ended March 31, 2005 to 33.3% compared to 24.3% in 2004. There were two buildings placed into service during the first quarter of 2004 in which AWBC had purchased historical rehabilitation tax credits. The Corporation recognized these tax credits during the three months ended March 31, 2004 causing the effective tax rate to decrease during that period.

 

Nonperforming Assets

 

Nonperforming assets include loans that are 90 or more days past due or in nonaccrual status and real estate and other loan collateral acquired through foreclosure. Total nonperforming assets were approximately $33.3 million or 3.26% of total assets at March 31, 2005. This compares to approximately $28.5 million or 2.71% of assets at December 31, 2004. The majority of nonperforming assets are comprised of several loans and properties discussed below.

 

The Company has acquired title to an ice skating complex in Spokane that it is currently carrying in foreclosed real estate and other foreclosed assets. It is carried at $1.3 million and is being operated as an ice skating rink. The asset is being carried at estimated market value and is being marketed as both an operating facility and as an alternative use facility. The Company has this complex under contract for sale and expects the sale to close in the second quarter of 2005 at its current carrying value.

 

The Company has classified $6.2 million in loans to a real estate developer as nonaccrual due to delinquency and the apparent inability to repay the debt without liquidation of the collateral. The Company has evaluated collateral coverage and has determined adequate coverage. The Company expects to sell the note to a private investor during the second quarter of 2005 for the full amount owed to the company including interest.

 

The Company has classified $5.3 million in loans to a wine grape vineyard and winery as nonaccrual due to continuing operating losses and inadequate cash flow to service debt. The entity continues to operate. The Company has evaluated collateral coverage and has provided for an impairment on the loan. The borrower is marketing the real estate and seeking alternative financing.

 

The Company has classified $2.2 million in loans to a row crop farmer as nonaccrual due to continued operating losses and inadequate cash flow to service debt. The entity continues to operate. The Company has evaluated collateral coverage and has provided for an impairment on the loan. The borrower is currently marketing the real estate.

 

The Company has $3.0 million in loans to an auto dealer as nonaccrual due to a maturity of the loans and cessation of operations by the owner. The Company has evaluated collateral coverage and has provided for an impairment on the loan. The Company intends to obtain title to the property through foreclosure and market the property to achieve repayment.

 

A $4.8 million loan on a mixed use office/retail building in Spokane has been classified as nonaccrual due to slow lease up and lack of ability to support debt service from current leases. The Company has evaluated collateral coverage and has provided for an impairment on the loan. The Company is evaluating options for remediation at this time.

 

Financial Condition

 

The Company’s consolidated assets at March 31, 2005 and December 31, 2004 were approximately $1.0 billion. Cash and cash equivalents decreased to approximately $23.2 million at March 31, 2005 from $29.2 million at December 31, 2004.

 

Total stockholders’ equity was approximately $109.0 million at March 31, 2005, up from approximately $105.1 million at December 31, 2004. The increase in stockholders’ equity was mostly due to net income and the exercise of stock options by employees and directors.

 

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Investment Portfolio

 

The Corporation’s investment portfolio decreased from approximately $33.9 million at December 31, 2004 to approximately $33.3 million at March 31, 2005. This decrease was due mainly to decreases in the market value of investments, principle payments received and a called investment, which was offset by the purchase of an investment. All securities are classified as available-for–sale and recorded at the market value. 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 March 31, 2005 and December 31, 2004 can be found in the Notes to Condensed Consolidated Financial Statements.

 

Total gross loans were approximately $907.5 million as of March 31, 2005 compared to approximately $927.9 million at December 31, 2004. The decrease is related to decreases in commercial real estate, agricultural and real estate construction categories. The decreases in agricultural and real estate construction are partially due to seasonality within those industries. Certain commercial real estate loans in the portfolio were sold to an investor during the first quarter of 2005 which contributed to the decrease in the commercial real estate loan category.

 

Allowance for Loan Losses

 

At March 31, 2005, the Corporation’s allowance for loan losses was approximately $16.9 million or 1.86% of total gross loans. This compares to approximately $18.5 million or 1.99% at December 31, 2004. The allowance for loan losses is increased by charges to income through the 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.

 

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. Management also 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 Company’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 collectability of a material portion of the Company’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. Management uses currently available information to recognize losses on loans and foreclosed real estate; however, future additions to the allowances may be necessary based on changes in economic conditions and borrower or loan characteristics. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and foreclosed real estate. Such agencies may require the Company to recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

 

Deposits

 

The Company’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. Some 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 Company’s funding needs and market conditions and can change as frequently as daily.

 

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At March 31, 2005, total deposits were approximately $856.8 million, a decrease of approximately $38.0 million from $894.8 million at December 31, 2004. NOW and savings accounts, which include money market accounts, decreased approximately $27.1 million to $425.3 million at March 31, 2005 from $452.4 million at December 31, 2004 and the Corporation experienced a decrease of approximately $17.0 million in time deposits to $255.9 million at March 31, 2005 from $272.9 million December 31, 2004. Noninterest bearing deposits increased $6.1 million to $175.7 million from $169.6 million at December 31, 2004. The decreases in money market now and savings accounts were concentrated in money market account types and reflect decreases in balances from some larger depositors related to rate differentials and use of the funds for business purposes. The decrease in time deposits was related to decreases in public funds and other wholesale deposits. AWBC has put into place late in the first quarter of 2005 an incentive program for employees to grow the deposit base through the attraction of core deposit funding.

 

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.

 

As indicated on the Corporation’s Condensed Consolidated Statement of Cash Flows, net cash from operating activities for the three months ended March 31, 2005 contributed approximately $6.4 million to liquidity compared to approximately $3.8 million for the three months ended March 31, 2004. This increase is due mainly to the changes in asset and liability accounts from the prior year.

 

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 March 31, 2005, short-term and long-term borrowings stood at approximately $31.3 million and $4.3 million, respectively. These balances represented an increase of approximately $6.8 million in short-term borrowings and a decrease of approximately $1.4 million in long-term borrowings in comparison to December 31, 2004, which were $24.5 million and $5.7 million, respectively. As of March 31, 2005 and December 31, 2004, AWBC had lines of credit available of approximately $187.8 million and $198.3, 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 corporation, 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 March 31, 2005:

 

Capital Ratio


   Regulatory
Standard for “Well
Capitalized” Rating


   

AWBC

Actual

Ratio


    AWB
Actual
Ratio


 

Tier One Capital to Average Total Assets

   5.00 %   10.27 %   10.05 %

Tier One Capital to Risk Weighted Assets

   6.00 %   10.64 %   10.42 %

Total Capital to Risk Weighted Assets

   10.00 %   11.90 %   11.68 %

 

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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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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. Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no changes in securities, use of proceeds or, issuer purchases of equity securities in the period covered by this report.

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

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

 

No items were submitted to a vote during the period covered by this report.

 

Item 5. Other Information

 

Not applicable.

 

Item 6. Exhibits and Reports on Form 8-K

 

a. Exhibits. The exhibits filed as part of this report are as follows:

 

  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.

 

  1. Form 8-K filed on March 31, 2005 reporting a press release announcing the appointment of Nicole Sherman as Executive Vice President and Director of Retail Banking.

 

  2. Form 8-K filed on February 2, 2005 reporting a press release announcing December 31, 2004 year-end results.

 

  3. Form 8-K filed on January 31, 2005 announcing the appointment of R. Blair Reynolds, as Senior Vice President and General Counsel and Shelly Russell as Controller.

 

  4. Form 8-K filed on January 28, 2005 announcing the appointment of Donald H. Livingstone to the Company’s Board of Directors.

 

  5. Form 8-K filed on January 3, 2005 reporting a press release announcing the additional provision for loan losses and foreclosed asset write-downs during the fourth quarter of 2004.

 

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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 May 6, 2005.

 

AMERICANWEST BANCORPORATION

/s/ Robert M. Daugherty


Robert M. Daugherty, President and

Chief Executive Officer

/s/ C. Tim Cassels


C. Tim Cassels, Executive Vice President and

Chief Financial Officer

 

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