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, 2004
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-11559
AMERICANWEST BANK 401(K) RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
AMERICANWEST BANCORPORATION
41 West Riverside, Suite 400
Spokane, Washington 99201
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
AMERICANWEST BANK 401(K) RETIREMENT SAVINGS PLAN
INDEX
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Signatures | | 3 |
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Financial Statements | | |
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Attached are the Plan’s financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA. | | F-1 –F-11 |
2
SIGNATURES
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 Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICANWEST BANK 401(K) RETIREMENT SAVINGS PLAN
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Date: | | June 28, 2005 | | | | By | | /s/ ROBERT M. DAUGHERTY |
| | | | | | | | Robert M. Daugherty |
| | | | | | | | President and Chief Executive Officer, |
| | | | | | | | Plan Sponsor and Plan Administrator |
3
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of the
AmericanWest Bank 401(k) Retirement Savings Plan
Spokane, Washington
We have audited the accompanying statement of net assets available for benefits of the AmericanWest Bank 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2004, and the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2004, and the change in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was 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) is presented for the purpose 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.
/s/ BDO Seidman, LLP
Spokane, Washington
May 26, 2005
F-1
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 the related statement of changes in net assets available for benefits for the year 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Moss Adams LLP
Everett, Washington
June 15, 2004
F-2
AmericanWest Bank
401(k) Retirement Savings Plan
Statements of Net Assets Available for Benefits
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December 31,
| | 2004
| | 2003
|
Assets | | | | | | |
Investments, at fair value | | | | | | |
Money market funds | | $ | 18,219 | | $ | 993,251 |
Mutual funds | | | 5,148,755 | | | 3,248,496 |
Common collective trust | | | 778,089 | | | — |
Common stock of AmericanWest Bancorporation | | | 874,942 | | | 693,941 |
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Total investments | | | 6,820,005 | | | 4,935,688 |
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Receivables: | | | | | | |
Employer contributions | | | 15,004 | | | 23,026 |
Participants’ contributions | | | 40,294 | | | 68,217 |
Other | | | 2,695 | | | — |
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Total receivables | | | 57,993 | | | 91,243 |
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Net assets available for benefits | | $ | 6,877,998 | | $ | 5,026,931 |
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See accompanying summary of accounting policies and notes to financial statements.
F-3
AmericanWest Bank
401(k) Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
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Year ended December 31,
| | 2004
| | 2003
|
Additions to net assets attributed to: | | | | | | |
Investment income: | | | | | | |
Net appreciation in fair value of investments | | $ | 341,012 | | $ | 888,992 |
Interest and dividends | | | 263,641 | | | 40,961 |
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| | | 604,653 | | | 929,953 |
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Contributions: | | | | | | |
Employer | | | 522,504 | | | 278,569 |
Participants’ | | | 1,041,419 | | | 781,462 |
Rollovers from qualified plans | | | 102,835 | | | 60,263 |
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| | | 1,666,758 | | | 1,120,294 |
Transfer from other plan | | | — | | | 1,511,505 |
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Total additions to net assets | | | 2,271,411 | | | 3,561,752 |
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Deductions from net assets attributed to: | | | | | | |
Benefits paid to participants | | | 391,000 | | | 570,775 |
Administrative expenses | | | 29,344 | | | — |
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Total deductions from net assets | | | 420,344 | | | 570,775 |
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Increase in net assets | | | 1,851,067 | | | 2,990,977 |
Net assets available for benefits: | | | | | | |
Beginning of year | | | 5,026,931 | | | 2,035,954 |
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End of year | | $ | 6,877,998 | | $ | 5,026,931 |
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See accompanying summary of accounting policies and notes to financial statements.
F-4
AmericanWest Bank
401(k) Retirement Savings Plan
Summary of Accounting Policies
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| | Basis of Accounting | | The financial statements of the Plan are prepared under the accrual method of accounting. |
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| | 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’s investment in the common collective trust is stated at fair value, and represents the number of participation units owned by the Plan. Quoted market prices of the underlying investments are used to value each fund. |
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| | | | 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. |
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| | Payment of Benefits | | Benefits are recorded when paid. |
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| | 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. |
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| | 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. |
F-5
AmericanWest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
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1. | | Plan Description | | The following description of the AmericanWest Bank 401(k) Retirement Savings Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. |
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| | | | General |
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| | | | The Plan is a defined contribution plan, which became effective on January 1, 1978. The Plan was amended and restated effective January 1, 2004. The name of the Plan was changed from AmericanWest Bank Profit Sharing 401(k) Plan to AmericanWest Bank 401(k) Retirement Savings Plan on January 1, 2004. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). |
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| | | | Transfer From Other Plan |
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| | | | On July 31, 2002, AmericanWest Bank (“the Bank” or “the Company”), the Plan sponsor, 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. |
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| | | | Participation and Vesting |
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| | | | Effective January 1, 2004, the Plan provided 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 and all unvested balances became fully vested. |
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| | | | For the year ended December 31, 2003, the Plan generally covered all full-time employees of the Bank who had completed 1,000 hours of service and who had attained at least 18 years of age. |
F-6
AmericanWest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
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| | Participants gained 20% vesting of the profit sharing each year after two completed years of service, and became 100% vested after six years of service. All 401(k) employee contributions were immediately 100% vested. |
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| | Forfeitures |
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| | Forfeitures resulting from the non-vested portions of participants’ accounts who terminate prior to being fully vested are used to reduce future Company contributions. At December 31, 2004 and 2003, forfeitures totaled $16,536 and $13,233, respectively. No amounts were used to reduce contributions for the Plan years ended 2004 and 2003. |
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| | Contributions |
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| | Profit sharing contributions are made from Bank profits at the discretion of the Bank. In addition, effective January 1, 2004 the Bank will match participant deferrals 100% up to 3% of participant compensation and 50% from 3% to 5% of participant compensation. 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 $522,504 during 2004 and $278,569 during 2003. |
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| | Participant Accounts |
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| | Each participant’s account is credited with the participant’s contribution and an allocation of the Bank’s contribution and Plan earnings. 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. |
F-7
AmericanWest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
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| | | | Payments of Benefits |
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| | | | Participants entitled to distributions due to retirement, death, disability, or termination of employment will receive a lump-sum payment which meets the requirements of the Internal Revenue Code. |
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| | | | Plan Termination |
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| | | | 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. |
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| | | | Administrative Expenses |
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| | | | During 2004, substantially all of the investment advisory and management fees of the Plan were paid by the Plan. During 2003, the Bank paid all administrative expenses of the Plan (See Note 3). |
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2. | | Investments | | Individual investments that represent 5% or more of net assets available for benefits are as follows: |
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December 31,
| | 2004
| | 2003
|
Common Stock of AmericanWest Bancorporation | | $ | 874,942 | | $ | 693,941 |
DFA Intl Small Cap Value | | | 866,678 | | | — |
Gartmore Morley Stable Val | | | 778,089 | | | — |
Dodge & Cox Stock | | | 722,976 | | | — |
Vanguard Inter Term Bond | | | 696,309 | | | — |
Growth Fund of America | | | 660,676 | | | — |
Buffalo Small Cap Fund | | | 582,802 | | | — |
JP Morgan Mid-Cap Value | | | 567,231 | | | — |
DFA US Small Cap Value | | | 531,483 | | | — |
T Rowe Price Mid Capital Growth | | | 520,600 | | | — |
AIM Cash Reserve Shares | | | — | | | 959,097 |
AIM Blue Chip Fund A | | | — | | | 717,334 |
AIM Aggressive Growth Fund A | | | — | | | 673,821 |
AIM Basic Value Fund A | | | — | | | 571,946 |
American Funds Europacific Growth Fund A | | | — | | | 477,198 |
AIM Balance Fund A | | | — | | | 348,660 |
American Funds New Economy Fund A | | | — | | | 348,226 |
F-8
AmericanWest Bank
401(k) Retirement Savings Plan
Notes to Financial Statements
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| | During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated), as follows: |
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Years ended December 31,
| | 2004
| | | 2003
|
Mutual funds | | $ | 464,776 | | | $ | 687,268 |
Common collective trust | | | 21,707 | | | | — |
Common stock of AmericanWest Bancorporation | | | (145,471 | ) | | | 201,724 |
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| | $ | 341,012 | | | $ | 888,992 |
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3. | | Related Party Transaction | | During 2003, 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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| | | | Certain plan investments are money market accounts managed by Charles Schwab. Charles Schwab is the custodian as defined by the Plan, therefore, these transactions qualify as party-in-interest transactions. Certain plan investments are shares in AmericanWest Bancorporation common stock. AmericanWest Bancorporation is the parent company of AmericanWest Bank, the plan sponsor, therefore, these transactions also qualify as party-in-interest transactions. |
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4. | | Tax Status | | The Internal Revenue Service ruled on September 4, 2001, that the Volume Submitter Profit Sharing 401(k) Plan (the prototype plan of Sterling Trust Company upon which the Plan is based) qualifies under Section 401(a) of the Internal Revenue Code (IRC) and the related trust is, therefore, not subject to tax under present income tax law. The Plan is required to operate in conformity with the IRC to maintain its qualification. Although the Plan has been amended since receiving the determination letter, 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 requirements of the IRC. |
F-9
Supplemental Schedule
AmericanWest Bank
401(k) Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2004
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| | EIN: | | 91-1259511 |
| | Plan Number: | | 002 |
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(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
|
| | Buffalo Small Cap Fund | | Mutual Fund | | ** | | $ | 582,802 |
| | DFA Intl Small Cap Value | | Mutual Fund | | ** | | | 866,678 |
| | DFA US Small Cap Value | | Mutual Fund | | ** | | | 531,483 |
| | Dodge & Cox Stock | | Mutual Fund | | ** | | | 722,976 |
| | Gartmore Morley Stable Value | | Common Collective Trust | | ** | | | 778,089 |
| | Growth Fund of America | | Mutual Fund | | ** | | | 660,676 |
| | JP Morgan Mid-Cap Value | | Mutual Fund | | ** | | | 567,231 |
* | | Schwab Government Money | | Money Market | | ** | | | 18,219 |
| | T Rowe Price Mid Capital Growth | | Mutual Fund | | ** | | | 520,600 |
| | Vanguard Inter Term Bond | | Mutual Fund | | ** | | | 696,309 |
* | | AmericanWest Bancorporation | | Common Stock | | ** | | | 874,942 |
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| | | | | | | | $ | 6,820,005 |
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* | A party in interest as defined by ERISA |
** | Cost omitted with respect to participant directed transactions under an individual account plan. |
F-11