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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2003
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
Commission file number 000-18561
A. Full title of plan and the address of the plan, if different from that of the issuer named below:
AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
(formerly AmericanWest Bancorporation Profit Sharing 401(k) Plan)
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
AmericanWest Bancorporation
9506 North Newport Highway
Spokane, Washington 99218-1200
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REQUIRED INFORMATION
1. | Financial Statements and Supplemental Schedule |
AmericanWest Bank 401(k) Plan as of December 31, 2003 and 2002 and for the year ended December 31, 2003.
2. | Exhibits |
Exhibit 23.1 – Consent of Independent Registered Public Accountants
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AMERICANWEST BANK
PROFIT SHARING 401(k) PLAN
INDEPENDENT AUDITOR’S REPORT
and
FINANCIAL STATEMENTS
DECEMBER 31, 2003 and 2002
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FINANCIAL STATEMENTS | ||
2 | ||
3 | ||
4-8 | ||
SUPPLEMENTAL SCHEDULE | ||
Schedule H, Line 4i - schedule of assets (held at end of year) | 10 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees
AmericanWest Bank
Profit Sharing 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the AmericanWest Bank Profit Sharing 401(k) Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Everett, Washington
June 15, 2004
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AMERICANWEST BANK
PROFIT SHARING 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, | ||||||
2003 | 2002 | |||||
ASSETS | ||||||
Investments, at fair value | ||||||
Money market funds | $ | 993,251 | $ | 171,577 | ||
Mutual funds | 3,248,496 | 1,650,521 | ||||
Employer’s common stock | 693,941 | 163,975 | ||||
4,935,688 | 1,986,073 | |||||
Receivables | ||||||
Employer contributions | 23,026 | 13,590 | ||||
Participants’ contributions | 68,217 | 36,291 | ||||
91,243 | 49,881 | |||||
NET ASSETS AVAILABLE FOR BENEFITS | $ | 5,026,931 | $ | 2,035,954 | ||
See accompanying notes to financial statements.
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AMERICANWEST BANK
PROFIT SHARING 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, | |||||||
2003 | 2002 | ||||||
ADDITIONS TO NET ASSETS ATTRIBUTED TO | |||||||
Investment income | |||||||
Net appreciation (depreciation) in fair value of investments | $ | 888,992 | $ | (304,613 | ) | ||
Interest and dividends | 40,961 | 6,298 | |||||
929,953 | (298,315 | ) | |||||
Contributions | |||||||
Employer | 278,569 | 184,964 | |||||
Participants’ | 781,462 | 474,442 | |||||
Rollovers from qualified plan | 60,263 | 12,901 | |||||
1,120,294 | 672,307 | ||||||
Transfer from other plan | 1,511,505 | — | |||||
Total additions | 3,561,752 | 373,992 | |||||
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO | |||||||
Benefits paid to participants | 570,775 | 210,480 | |||||
INCREASE IN NET ASSETS | 2,990,977 | 163,512 | |||||
NET ASSETS AVAILABLE FOR BENEFITS | |||||||
Beginning of year | 2,035,954 | 1,872,442 | |||||
End of year | $ | 5,026,931 | $ | 2,035,954 | |||
See accompanying notes to financial statements.
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AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
Note 1 - Description of the Plan
The following description of the AmericanWest Bank Profit Sharing 401(k) Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution plan sponsored and administered by an outside third party. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has two features: a profit sharing feature and a salary deferral feature, commonly known as a 401(k) plan.
Transfer from other plan – On July 31, 2002, AmericanWest Bank (Bank), the Plan’s employer, completed its acquisition of 100% of the voting equity interest in Latah Bancorporation and its wholly-owned subsidiary, Bank of Latah. In March 2003, the Bank terminated the 401(k) plan related to Bank of Latah and transferred $1,511,505 of the participants liquidated assets into the Plan.
Participation and vesting - The Plan generally covers all full-time employees of the Bank and, as of January 1, 2003, all employees of the former Latah Bancorporation, who have completed 1,000 hours of service and who have attained at least 18 years of age. Participants gain 20% vesting of the profit sharing each year after two completed years of service, and become 100% vested after six years of service. All 401(k) employee contributions are immediately 100% vested.
Forfeitures of participant’s non-vested benefits are allocated to participants as non-elective contributions, as defined by the Plan document. Forfeitures for the years ended December 31, 2003 and 2002 were approximately $1,600 and $1,000, respectively.
Contributions - Profit sharing contributions are made from Bank profits at the discretion of the Bank. The 401(k) feature of the Plan allows participants to make contributions, through salary reduction, up to 50% of the participants’ compensation. Participants direct all contributions into the investment options covered under the Plan. The Bank made contributions of $278,569 during 2003 and $184,964 during 2002.
Participant accounts - Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Bank’s contribution, (b) Plan earnings, and (c) forfeitures of terminated participants’ nonvested accounts. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Payment of benefits - Participants entitled to distributions due to retirement, death, disability, or termination of employment have the option of receiving a lump-sum payment or periodic payments which meet the requirements of the Internal Revenue Code.
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AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 - Description of the Plan (continued)
Plan termination - Although it has not expressed any intent to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts.
Note 2 - Summary of Significant Accounting Policies
Basis of accounting - The financial statements of the Plan are prepared under the accrual method of accounting.
Investment valuation and income recognition - The Plan’s investments are stated at fair value based on quoted market prices. Mutual funds are valued at the net asset value of shares held by the Plan at year end.
The Plan uses a unitized investment to hold the employer’s common stock. Under unitization the investment keeps a cash position of approximately 10% of the total investment to retain liquidity for exchanges and redemptions.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Payments of benefits - Benefits are recorded when paid.
Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and uncertainties - The Plan provides for various investment options in combinations of mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
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AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
Note 3 - Tax Status
The Internal Revenue Service has determined and informed the Bank by letter dated August 30, 2001 that the Plan and related trust are designed in accordance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Internal Revenue Code (See Note 6).
Note 4 - Investments
Individual investments that represent 5% or more of net assets available for benefits are as follows:
2003 | 2002 | |||||
AIM Cash Reserve Shares | $ | 959,097 | $ | 290,138 | ||
AIM Blue Chip Fund A | $ | 717,334 | $ | 251,125 | ||
Employer Common Stock | $ | 693,941 | $ | 163,975 | ||
AIM Aggressive Growth Fund A | $ | 673,821 | $ | 336,117 | ||
AIM Basic Value Fund A | $ | 571,946 | $ | 234,217 | ||
American Funds Europacific Growth Fund A | $ | 477,198 | $ | 269,692 | ||
AIM Balance Fund A | $ | 348,660 | $ | 153,186 | ||
American Funds New Economy Fund A | $ | 348,226 | $ | 218,023 |
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AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
During 2003 and 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated, respectively, as follows:
YEARS ENDED DECEMBER 31, | |||||||
2003 | 2002 | ||||||
Mutual funds | $ | 687,268 | $ | (333,973 | ) | ||
Employer common stock | 201,724 | 29,360 | |||||
$ | 888,992 | $ | (304,613 | ) | |||
Note 5 - Related Party Transactions
During 2003 and 2002, the Bank paid and provided certain administrative and accounting fees on behalf of the Plan. Plan expenses paid by the Bank during 2003 were approximately $15,000.
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AMERICANWEST BANK
PROFIT SHARING 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6 - Subsequent Events
Effective January 1, 2004, the Plan amended the Plan document. The amendment provides for employees to be eligible to participate in the Plan after completing 6 months of service and attaining age 18. In addition, the Plan implemented a safe harbor contribution by which participant deferrals are matched 100% on deferrals up to 3% of participant compensation and 50% from 3% to 5% of participant compensation. Both employee deferrals and employer matching contributions are immediately 100% vested.
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SUPPLEMENTAL SCHEDULE
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AMERICANWEST BANK
PROFIT SHARING 401(k) PLAN
E.I.N. 91-1259511, PLAN NUMBER 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
(a) | (b) IDENTITY OF ISSUER, BORROWER, LESSOR, OR SIMILAR PARTY | (c) DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE | (d) COST** | (e) CURRENT VALUE | |||||
* | Matrix Capital Bank | Money Market Fund | $ | 34,154 | |||||
AIM Balance Fund A | Mutual fund | 348,660 | |||||||
AIM Basic Value Fund A | Mutual fund | 571,946 | |||||||
American Funds New Economy Fund A | Mutual fund | 348,226 | |||||||
American Funds Europacific Growth Fund A | Mutual fund | 477,198 | |||||||
AIM Cash Reserve Shares | Money Market Fund | 959,097 | |||||||
AIM Blue Chip Fund A | Mutual fund | 717,334 | |||||||
AIM Aggressive Growth Fund A | Mutual fund | 673,821 | |||||||
American Fund Bond Fund A | Mutual fund | 111,311 | |||||||
* | AmericanWest | ||||||||
Bancorporation | Common stock | 693,941 | |||||||
$ | 4,935,688 | ||||||||
* | A party in interest as defined by ERISA |
** | Cost omitted with respect to participant directed transactions under an individual account plan. |
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERICANWEST BANK 401(k) PLAN | ||||
Date: June 25, 2004 | ||||
By: | /s/ Wesley E. Colley | |||
Wesley E. Colley | ||||
President and Chief Executive Officer, | ||||
Plan Sponsor and Plan Administrator | ||||
Date: June 25, 2004 | ||||
By: | /s/ C. Tim Cassels | |||
C. Tim Cassels | ||||
Vice President & Chief Financial Officer, | ||||
Plan Sponsor and Plan Administrator |
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EXHIBITS
Exhibit 23.1 – Consent of Independent Registered Public Accountants
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