-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RBzHb3QpChTba5wJImAJc69GENkkHfcOOEJuREE3RJ1ifFyrSaYXXzg9DsvB1kiz hEhj+Vu6Z78/fEC4fLnRmg== 0001193125-06-137968.txt : 20060628 0001193125-06-137968.hdr.sgml : 20060628 20060628144943 ACCESSION NUMBER: 0001193125-06-137968 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060628 DATE AS OF CHANGE: 20060628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANWEST BANCORPORATION CENTRAL INDEX KEY: 0000726990 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911259511 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18561 FILM NUMBER: 06929694 BUSINESS ADDRESS: STREET 1: 41 W. RIVERSIDE AVENUE STREET 2: SUITE 400 CITY: SPOKANE STATE: WA ZIP: 99201-3631 BUSINESS PHONE: (509)467-6993 MAIL ADDRESS: STREET 1: 41 W. RIVERSIDE AVENUE STREET 2: SUITE 400 CITY: SPOKANE STATE: WA ZIP: 99201-3631 FORMER COMPANY: FORMER CONFORMED NAME: UNITED SECURITY BANCORPORATION DATE OF NAME CHANGE: 19920703 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

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, 2005

or

 

¨ ANNUAL 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)

 



Table of Contents

AMERICANWEST BANK 401(K) RETIREMENT SAVINGS PLAN

INDEX

 

      Page

Signatures

   3

Financial Statements

   F-1 – F-10

Attached are the Plan’s financial statements and supplemental schedule prepared in accordance with the financial reporting requirements of ERISA.

  

 

2


Table of Contents

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 annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMERICANWEST BANK 401(K) RETIREMENT SAVINGS PLAN
June 28, 2006    

By:

  /s/ Robert M. Daugherty
       

Robert M. Daugherty

President and Chief Executive Officer

Plan Sponsor and Plan Administrator

 

3


Table of Contents

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 statements of net assets available for benefits of the AmericanWest Bank 401(k) Retirement Savings Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements 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). 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 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, 2005 and 2004, 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) 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

May 4, 2006

Spokane, Washington

 

F-1


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Statements of Net Assets Available for Benefits

 

December 31,

   2005    2004

Assets

     

Investments, at fair value

     

Money market fund

   $ 61,535    $ 18,219

Mutual funds

     6,547,539      5,148,755

Common collective trust

     819,668      778,089

Common stock of AmericanWest Bancorporation

     1,008,717      874,942
             

Total investments

     8,437,459      6,820,005
             

Receivables:

     

Employer contributions

     —        15,004

Participants’ contributions

     —        40,294

Other

     —        2,695
             

Total receivables

     —        57,993
             

Net assets available for benefits

   $ 8,437,459    $ 6,877,998
             

 

F-2


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Statements of Changes in Net Assets Available for Benefits

 

Year ended December 31,

   2005    2004

Additions to net assets attributed to:

     

Investment income:

     

Net appreciation in fair value of investments

   $ 428,881    $ 341,012

Interest and dividends

     352,834      263,641
             
     781,715      604,653
             

Contributions:

     

Employer

     448,579      522,504

Participants’

     973,477      1,041,419

Rollovers from qualified plans

     365,973      102,835
             
     1,788,029      1,666,758

Total additions to net assets

     2,569,744      2,271,411
             

Deductions from net assets attributed to:

     

Benefits paid to participants

     977,350      391,000

Administrative expenses

     32,933      29,344
             

Total deductions from net assets

     1,010,283      420,344
             

Increase in net assets

     1,559,461      1,851,067

Net assets available for benefits:

     

Beginning of year

     6,877,998      5,026,931
             

End of year

   $ 8,437,459    $ 6,877,998
             

 

F-3


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Summary of Accounting Policies

 

Basis of Accounting    The financial statements of the Plan are prepared under the accrual method of accounting.
Investments 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, and are based on the net asset value of the shares held by the Plan at the end of the year.
   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.
Payment 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.

 

F-4


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Notes to Financial Statements

 

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.
   General
   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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is sponsored by AmericanWest Bank and administered by an outside party. The Plan has two features: a profit sharing feature and a salary deferral feature, commonly known as a 401(k) plan.
   Participation and Vesting
   The Plan 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 includes 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.
   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 $448,579 during 2005 and $522,504 during 2004.

 

F-5


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Notes to Financial Statements

 

  Participant Accounts
  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.
  Payments of Benefits
  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.
  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.
  Forfeitures
  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, 2005 and 2004, forfeitures totaled $0 and $16,536, respectively. For the Plan years ended 2005 and 2004, $16,536 and $0 were used to reduce employer contributions, respectively.
  Administrative Expenses
  Administrative expenses of the Plan are paid by the Plan.

 

F-6


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Notes to Financial Statements

 

2.      Investments

   Individual investments that represent 5% or more of net assets available for benefits are as follows:

 

December 31,

   2005    2004  

DFA Intl Small Cap Value

   $ 1,264,717    $ 866,678  

Common Stock of AmericanWest Bancorporation

   $ 1,008,717    $ 874,942  

Dodge & Cox Stock

   $ 937,150    $ 722,976  

Growth Fund of America

   $ 832,604    $ 660,676  

Gartmore Morley Stable Value

   $ 819,668    $ 778,089  

Vanguard Interm-Term Bond Index

   $ 775,407    $ —    

JP Morgan Mid-Cap Value

   $ 720,039    $ 567,231  

T Rowe Price Mid Capital Growth

   $ 678,609    $ 520,600  

Buffalo Small Cap Fund

   $ 672,616    $ 582,802  

DFA US Small Cap Value

   $ 666,397    $ 531,483  

Vanguard Inter Term Bond

   $ —      $ 696,309  
               
During 2005 and 2004, 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,

   2005    2004  

Mutual Funds

   $ 266,849    $ 464,776  

Common Collective Trust

     48,297      21,707  

Common Stock of AmericanWest Bancorporation

     113,735      (145,471 )
               
   $ 428,881    $ 341,012  
               

 

3.      Related Party Transactions

   Certain plan investments are money markets 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.

 

F-7


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Notes to Financial Statements

 

4.      Tax Status

   The Internal Revenue Service ruled on September 4, 2001, that the Volume Submitter 401(k) Retirement Savings 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.

5.      Subsequent Event

   At the April 25, 2006, Board of Director’s meeting a resolution was passed to merge the AmericanWest Bancorporation Employee Stock Ownership Plan with the AmericanWest Bank 401(k) Retirement Savings Plan as soon as administratively possible. All participants currently employed at the date of the merger will be immediately 100% vested in their allocated shares. Employees that terminate employment prior to the merger date will still be subject to the original five year cliff vesting terms.

 

F-8


Table of Contents

Supplemental Schedule


Table of Contents

AmericanWest Bank

401(k) Retirement Savings Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of year)

As of December 31, 2005

 

    

EIN: 91-1259511

Plan Number: 002

 

(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

   DFA Intl Small Cap Value    71,292    mutual fund shares    **   $ 1,264,717
   Dodge & Cox Stock    6,830    mutual fund shares    **     937,150
   Growth Fund of America    27,138    mutual fund shares    **     832,604
   Gartmore Morley Stable Value    42,359    units of common collective trust    **     819,668
   Vanguard Interm-Term Bond Index    74,846    mutual fund shares    **     775,407
   JP Morgan Mid-Cap Value    30,536    mutual fund shares    **     720,039
   T Rowe Price Mid Capital Growth    12,534    mutual fund shares    **     678,609
   Buffalo Small Cap Fund    26,439    mutual fund shares    **     672,616
   DFA US Small Cap Value    25,128    mutual fund shares    **     666,397

*

   Schwab Government Money    61,535    shares of money market fund    **     61,535

*

   AmericanWest Bancorporation    42,688    common stock shares    **     1,008,717
                 
           $ 8,437,459
                 

*

   A party in interest as defined by ERISA     

**

   Cost omitted with respect to participant directed transactions under an individual account plan.

 

F-10

EX-23.1 2 dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-72834) of our report dated May 4, 2006, relating to the financial statements and supplemental schedule of the AmericanWest Bank 401(k) Retirement Savings Plan appearing in the Plan’s Annual Report on Form 11-K for the year ended December 31, 2005.

/s/ BDO Seidman, LLP

Spokane, Washington

June 27, 2006

-----END PRIVACY-ENHANCED MESSAGE-----