11-K 1 d11k.htm FORM 11-K Form 11-K
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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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CONTENTS

 

     PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   1

FINANCIAL STATEMENTS

     

Statement of net assets available for benefits

    2

Statement of changes in net assets available for benefits

    3

Notes to financial statements

    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

NOTES TO FINANCIAL STATEMENTS

 

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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