U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM _______ TO _________
COMMISSION FILE NUMBER 0-22435
FIRSTBANK NW CORP.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
WASHINGTON 84-1389562
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
920 MAIN STREET, LEWISTON, ID 83501
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
(208) 746-9610
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: Common Stock 1,553,953 shares
outstanding on August 9, 2000.
Transitional Small Business Disclosure Format (check one):
[ ] Yes [X] No
<PAGE>
FIRSTBANK NW CORP.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Consolidated Statements of Financial Condition
As of June 30, 2000 and March 31, 2000 1
Consolidated Statements of Income
For the three months ended June 30, 2000 and 1999 2
Consolidated Statements of Cash Flows
For the three months ended June 30, 2000 and 1999 3
Consolidated Statements of Comprehensive Income
For the three months ended June 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 10
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Market Risk 11
Interest Rate Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
At June 30, At March 31,
2000 2000
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Non-interest bearing deposits $ 8,628,510 $ 8,276,507
Interest bearing deposits 2,677,260 2,972,839
Federal funds sold 0 1,246,594
------------- -------------
Total cash and cash equivalents 11,305,770 12,495,940
Investment securities:
Held-to-maturity -- --
Available-for-sale 11,619,905 11,334,647
Mortgage-backed securities:
Held-to-maturity 2,450,846 2,483,979
Available-for-sale 17,975,923 18,741,250
Loans receivable, net 204,104,601 187,664,159
Accrued interest receivable 2,600,453 1,866,404
Real estate owned 119,041 44,374
Stock in FHLB, at cost 4,489,975 3,965,175
Premises and equipment, net 6,209,761 6,212,726
Income taxes receivable 20,485 148,636
Deferred taxes -- --
Cash surrender value of life insurance policies 1,683,448 1,663,671
Mortgage servicing assets 909,772 925,118
Other assets 357,775 351,544
------------- -------------
TOTAL ASSETS $ 263,847,755 $ 247,897,623
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 142,169,993 $ 144,906,948
Advances from borrowers for taxes and insurance 229,665 1,369,888
Advances from FHLB 94,420,431 74,578,106
Deferred federal and state income taxes -- 37,000
Accrued expenses and other liabilities 1,005,253 1,139,218
------------- -------------
TOTAL LIABILITIES $ 237,825,342 $ 222,031,160
------------- -------------
Commitments and contingencies (Note 3)
Stockholders' Equity (Note 3):
Preferred stock, $.01 par value, 500,000 shares authorized;
0 shares issued and outstanding -- --
Common stock, $.01 par value, 5,000,000 shares authorized;
1,983,750 shares issued; 1,599,984 and 1,435,201
shares outstanding, 19,838 19,838
Additional paid-in-capital 18,784,310 18,782,732
Retained earnings, substantially restricted 15,305,126 15,044,540
Unearned ESOP shares (1,199,570) (1,219,800)
Deferred compensation (806,651) (865,742)
Treasury stock, at cost; 335,215 and 367,673 shares (5,347,032) (5,347,032)
Accumulated other comprehensive loss (733,608) (548,073)
------------- -------------
Total Stockholders' Equity 26,022,413 25,866,463
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 263,847,755 247,897,623
============= =============
See accompanying notes to consolidated financial statements
</TABLE>
1
<PAGE>
FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Income
Three months ended June 30,
-----------------------
2000 1999
---------- ----------
(Unaudited)
Interest income:
Loans receivable $4,164,893 $3,683,904
Mortgage-backed securities 370,106 152,863
Investment securities 156,153 83,134
Other interest earning assets 158,586 157,352
---------- ----------
Total interest income 4,849,738 4,077,253
Interest expense:
Deposits 1,385,007 1,230,567
Advances from FHLB 1,289,600 672,006
---------- ----------
Total interest expense 2,674,607 1,902,573
Net interest income 2,175,131 2,174,680
Provision for loan losses 101,897 134,127
---------- ----------
Net interest income after provision for loan losses 2,073,234 2,040,553
Non-interest income:
Gain on sale of loans 173,185 248,785
Service fees and charges 369,644 294,003
Commissions and other 26,099 23,773
---------- ----------
Total non-interest income 568,928 566,561
Non-interest expense:
Compensation and related benefits 1,201,799 1,211,895
Occupancy & equipment 330,616 228,873
Other 600,856 712,066
---------- ----------
Total non-interest expense 2,133,271 2,152,834
---------- ----------
Income before income tax expense 508,891 454,280
Income tax expense 113,895 162,582
---------- ----------
NET INCOME $ 394,996 $ 291,698
========== ==========
Earnings per share (Note 2):
Net income per share -basic $ 0.28 $ 0.18
Net income per share -diluted $ 0.26 $ 0.17
Weighted average shares outstanding -basic 1,435,201 1,599,984
Weighted average shares outstanding -diluted 1,495,001 1,679,334
See accompanying notes to consolidated financial statements
2
<PAGE>
FirstBank NW Corp. and Subsidiaries,
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three months ended June 30,
------------------------------
2000 1999
------------- -------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 394,996 $ 291,698
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 208,023 92,325
Provision for loan losses 101,897 134,127
Gain on sale of loans (173,185) (248,785)
FHLB stock dividends (66,611) (47,672)
ESOP compensation expense 21,808 --
Other losses, net 242 17,167
Provision for real estate owned -- --
Deferred compensation expense 100,960 79,844
Deferred income taxes (14,336) (48,672)
Changes in assets and liabilities:
Accrued interest receivable and other assets (627,570) (775,462)
Accrued expenses and other liabilities 128,151 (644,328)
Income taxes receivable (payable) (175,837) 141,783
------------- -------------
Net cash used in operating activities (87,616) (1,007,975)
------------- -------------
Cash flows from investing activities:
Purchase of mortgage-backed securities; available-for-sale -- --
Proceeds from maturities of mortgage-backed securities;
held-to-maturity 31,820 100,532
Proceeds from maturities of mortgage-backed securities;
available-for-sale 500,942 1,178,592
Purchase of investment securities; available for sale (333,703) (595,000)
Proceeds from maturities of investment securities;
held-to-maturity -- 252,426
Decrease in loans receivable from loans sold 17,842,320 23,986,548
Other net change in loans receivable (34,225,320) (36,095,324)
Purchase of FHLB stock (458,189) (451,528)
Purchases of premises and equipment (196,239) (503,285)
Net increase in cash surrender value of life insurance policies (19,777) (19,313)
Proceeds from sale of real estate owned (75,145) 237,670
Proceeds from maturities of certificates of deposit -- --
Proceeds from sale of fixed assets -- --
------------- -------------
Net cash used in investing activities (16,933,291) (11,908,682)
------------- -------------
Cash flows from financing activities:
Cash paid for dividends (134,410) (138,524)
Net increase in deposits (2,736,955) 3,076,355
Advances from borrowers for taxes and insurance (1,140,223) (602,088)
Advances from FHLB 351,209,758 54,813,335
Payments on advances from FHLB (331,367,433) (42,359,585)
Purchase of treasury stock -- (643,500)
------------- -------------
Net cash provided by financing activities 15,830,737 14,145,993
------------- -------------
Net increase/decrease in cash and cash equivalents (1,190,170) 1,229,336
Cash and cash equivalents, beginning of period 12,495,940 8,535,662
------------- -------------
Cash and cash equivalents, end of period $ 11,305,770 $ 9,764,998
============= =============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 1,391,586 $ 1,215,997
Income taxes -- $ 25,000
Noncash investing and financing activities:
Unrealized (gains) losses on securities;
available-for-sale, net of tax $ 185,535 $ 152,445
Loans receivable charged to the allowance for
loan losses $ 62,832 $ 17,575
Transfer from loans converted to real estate acquired
through foreclosure $ 119,041 $ --
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Net income $ 394,996 $ 291,698
Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on securities;
available-for-sale, net of tax (185,535) (126,553)
--------- ---------
Net other comprehensive income (loss) (185,535) (126,553)
--------- ---------
Comprehensive income $ 209,461 $ 165,145
========= =========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
FIRSTBANK NW CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Generally Accepted Accounting Principles (GAAP) for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. These statements
should be read in conjunction with the consolidated financial statements and
related notes included in the Company's Form 10-KSB for the year ended March 31,
2000. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation have been included. The
results of operations and other data for the three months ended June 30, 2000
are not necessarily indicative of results that may be expected for the entire
fiscal year ending March 31, 2001.
The unaudited consolidated financial statements of FirstBank NW Corp. (the
"Company") include the accounts of its wholly-owned subsidiary, FirstBank
Northwest (the "Bank") and it's wholly-owned subsidiary, TriStar Financial
Corporation, for the three months ended June 30, 2000. All significant
intercompany accounts and transactions have been eliminated in consolidation.
(2) EARNINGS PER SHARE
Earnings per share ("EPS") is computed by dividing net income by the weighted
average number of common shares outstanding in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share".
The following table reconciles the number of common shares used in the basic and
diluted EPS calculations:
For the Three Months Ended June 30, 2000
----------------------------------------
Weighted- Per-Share
Net Income Average Shares Amount
---------- -------------- ---------
Basic EPS:
Income available to common
Stockholders $394,996 1,435,201 $0.28
=====
Effect of dilutive securities:
Restricted stock awards -- 59,800 --
-------- --------- -----
Diluted EPS:
Income available to common
stockholders - assumed
conversions $394,996 1,495,001 $0.26
======== ========= =====
For the Three Months Ended June 30, 1999
----------------------------------------
Weighted- Per-Share
Net Income Average Shares Amount
---------- -------------- ---------
Basic EPS:
Income available to common
Stockholders $291,698 1,599,984 $0.18
Effect of dilutive securities:
Restricted stock awards -- 79,350 --
-------- --------- -----
Diluted EPS:
Income available to common
stockholders - assumed
conversions $291,698 1,679,334 $0.17
======== ========= =====
At June 30, 2000, outstanding options to purchase 158,450 shares and June 30,
1999, outstanding options to purchase 171,350 shares of the Company's common
stock were not included in the computation of diluted EPS as their effect would
have been antidilutive.
5
<PAGE>
(3) DIVIDEND
On April 20, 2000, the Board of Directors declared a cash dividend of $0.09 per
common share to shareholders of record as of May 12, 2000. The dividend was paid
on May 26, 2000. On July 19, 2000, the Board of Directors declared another cash
dividend of $0.09 per common share to shareholders of record as of August 11,
2000. This dividend will be paid on August 25, 2000.
6
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements, within the meaning of Section 21E of the Securities
Exchange Act of 1934 as amended, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects,"
"estimates" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of the Company to differ materially from those indicated herein. These factors
include, but are not limited to, those set forth in Item 6 entitled Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's Form 10-KSB for the year ended March 31, 2000.
GENERAL
On July 1, 1997, FirstBank Northwest converted from mutual to stock form and
became a wholly owned subsidiary of a newly formed Delaware holding company,
FirstBank Corp. The Company sold 1,983,750 shares of common stock at $10.00 per
share in conjunction with a subscription offering to the Savings Bank's Employee
Stock Ownership Plan (ESOP) and eligible account holders. The net proceeds were
approximately $18,921,825. The Company used approximately $9,470,000 of the net
proceeds to purchase all the capital stock of the Savings Bank. In addition,
$1,587,000 was loaned to the ESOP for the purchase of 158,700 shares in the
offering.
The Company's principal business is the business of the Savings Bank. Therefore,
the discussion in the Management's Discussion and Analysis of Financial
Conditions and Results of Operation relates to the Savings Bank and its
operations. In January 1998, the Bank changed its charter to a Washington state
savings bank. At June 30 ,2000 the Bank had six offices in Idaho and two in
Washington.
As approved by shareholders on August 20, 1999, FirstBank Corp. changed its
state of incorporation from Delaware to Washington and changed its name to
FirstBank NW Corp, which was accomplished by merging the Company with and into a
newly formed Washington subsidiary. The primary purpose of the reincorporation
was to save on the amount of state franchise tax fees paid annually by the
Company.
FINANCIAL CONDITION AT JUNE 30, 2000 AND MARCH 31, 2000
Assets increased from $247.9 million at March 31, 2000 to $263.8 million at June
30, 2000. Cash and cash equivalents decreased from $12.5 million at March 31,
2000 to $11.3 million at June 30, 2000. Loans receivable increased from $187.7
million at March 31, 2000 to $204.1 million at June 30, 2000 as a result of an
increase in commercial loans of $7.6 million, agricultural loans of $4.4
million, home equity loans of $1.5 million, and loans for sale of $1.8 million.
Accrued interest receivable increased from $1.9 million at March 31, 2000 to
$2.6 million at June 30, 2000 due to a higher average asset base in loans.
Deposits decreased from $144.9 million at March 31, 2000 to $142.2 million at
June 30, 2000 as a result of a $1.4 million decrease in non-interest checking
accounts and an decrease of $2.7 million in money market accounts. Federal Home
Loan Bank of Seattle (FHLB) advances increased from $74.6 million at March 31,
2000 to $88.4 million at June 30, 2000. The increase in FHLB borrowing was used
to fund loan growth. Accrued expenses and other liabilities decreased from $1.1
million at March 31, 2000 to $1.0 million at June 30, 2000. It is the policy of
the Bank to cease accruing interest on loans 90 days or more past due. Non
accrual loans increased from $572,000 at March 31, 2000 to $765,000 at June 30,
2000 the increase was one commercial Small Business Administration loan.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 1999 AND 2000
Net income increased from $291,698 for the three months ended June 30, 1999 to
$394,996 for the three months ended June 30, 2000.
Net interest income was approximately the same in both quarters at $2.2 million
for the three months ended June 30, 1999 and $2.2 for three months ended June
30, 2000. Total interest income increased from $4.1 million for the three months
ended June 30, 1999 to $4.8 million for three months ended June 30, 2000. The
increase in interest income was the results of an increase in average interest
earning assets and an increase in the weighted average yield on the loan
portfolio, which was 8.35% for the three months ended June 30, 1999 compared to
the weighted average yield for the three months ended June 30, 2000 of 8.62%.
The average balance of loans receivable was $171.8 million in the quarter ended
June 30, 1999 compared to $194.7 million in the quarter ended June 30, 2000.
Interest income from investment securities increased from $83,000 for the three
months ended June 30, 1999 to $156,000 for the three
7
<PAGE>
months ended June 30, 2000. The increase is primarily due to an increase in the
portfolio balance. Interest income from mortgage-backed securities increased
from $153,000 for the three months ended June 30, 1999 to $370,000 for the three
months ended June 30, 2000. The increase is due primarily to an increase in the
portfolio balance. Interest expense increased from $1.9 million for the three
months ended June 30, 1999 to $2.7 million for the same period in 2000. The
increase in interest expense is due primarily to higher average deposit
balances, an increase in average FHLB advances, use of a seasonal line with the
Federal Reserve Bank, and an increase in weighted average rates. The weighted
average rate on deposits for the three months ended June 30, 2000 was 3.84%
whereas the weighted average rate on deposits as of June 30, 1999 was 3.68%. The
weighted average rate on FHLB advances and the Federal Reserve Bank line for the
three months ended June 30, 2000 was 6.21%, compared to a weighted average rate
of 5.10% for the same period in 1999.
Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay the loans.
Management also reviews individual loans for which full collectibility may not
be reasonably assured and considers, among other matters, the risks inherent in
the Savings Bank's portfolio and the estimated fair value of the underlying
collateral. This evaluation is ongoing and results in variations in the Savings
Bank's provision for loan losses. As a result of this evaluation, the Company's
provision for loan losses decreased from $134,000 for the three months ended
June 30, 1999 to $102,000 for the three months ended June 30, 2000, which
management believes will be adequate to cover future losses.
Non-interest income increased from $567,000 for the three months ended June 30,
1999 to $569,000 for the three months ended June 30, 2000. The gain on sale of
loans decreased from $249,000 for the three months ended June 30, 1999 to
$173,000 for the three months ended June 30, 2000, and service fees and charges
increased from $294,000 for the three months ended June 30, 1999 to $370,000 for
the three months ended June 30, 2000.
Non-interest expense decreased from $2.2 million for the three months ended June
30, 1999 to $2.1 million for the three months ended June 30, 2000. Compensation
and employee related benefits remained relatively unchanged at $1,212,000 for
the three months ended June 30, 1999 and $1,202,000 for the three months ended
June 30, 2000. Occupancy and equipment increased $102,000 due to utility
expense, leases, other expense for the Liberty Lake, WA branch, and the
depreciation for the new in-house computer system. Other non-interest expenses
decreased $111,000. Data processing expense decreased $146,000 because the Bank
converted to an in-house system, however this was partially offset by an
increase in advertising expense of $38,000 from the three months ended June 30,
2000, but the Fiscal year's budgeted amounts are expected to be in line with
fiscal year 2000.
Income taxes decreased from an expense of $163,000 for the three months ended
June 30, 1999 to an expense of $114,000 for the same time period in 2000. This
was as a result of an increase in non-taxable income earned on investments in
municipal bonds and a decrease in income before income tax expense.
8
<PAGE>
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS/COSTS
The following table sets forth certain information for the periods indicated
regarding average balances of assets and liabilities as well as the total dollar
amounts of interest income from average interest-earning assets and interest
expense on average interest-bearing liabilities and average tax effected yields
and costs. Such yields and costs for the years indicated are derived by dividing
tax effected income or expense by the average monthly balance of assets or
liabilities, respectively, for the years presented.
<TABLE>
<CAPTION>
Twelve Months Ending Three Months Ending
March 31, 2000 June 30, 2000
-------------------------------- ---------------------------------
Interest Average Interest Average
Average and Yield/ Average and Yield/
Balance Dividends Cost Balance Dividends Cost
-------- --------- ------- --------- --------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable $177,345 $ 14,948 8.48% $194,722 $ 4,165 2.14%
Mortgage-backed securities 15,874 981 6.18 20,826 370 1.78
Investment securities 8,437 461 7.41 11,410 156 1.37
Other earning assets 10,482 588 5.61 10,012 159 1.59
-------- -------- -------- --------
Total interest-earning assets 212,138 16,978 8.13 236,970 4,850 2.05
Non-interest-earning assets 14,561 17,934
-------- --------
Total assets $226,699 $254,904
======== ========
Interest-earning liabilities:
Passbook, NOW and money
market accounts $ 62,230 $ 1,258 2.02 $ 65,391 $ 6 0.47
Certificates of deposit 80,039 4,123 5.15 78,947 1,079 1.37
-------- -------- -------- --------
Total deposits 142,269 5,381 3.78 144,338 1,385 0.96
Advances from FHLB 54,242 3,055 5.63 83,152 1,290 1.55
-------- -------- -------- --------
Total interest-bearing
Liabilities 196,511 8,436 4.29 227,490 2,675 1.18
-------- --------
Non-interest-bearing
Liabilities 3,393 1,342
-------- --------
Total liabilities 199,904 228,832
-------- --------
Total stockholders' equity 26,795 26,072
-------- --------
Total liabilities and
total stockholders' equity $226,699 $254,904
======== ========
Net interest income $ 8,542 $ 2,175
======== ========
Interest rate spread 3.83% 3.48%
======== ========
Net interest margin 4.15% 3.67%
======== ========
Ratio of average interest-
earning assets to average
interest- bearing liabilities 107.95% 104.17%
======== ========
</TABLE>
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary recurring sources of funds are customer deposits, proceeds
from principal and interest payments on loans, proceeds from sales of loans,
maturing securities and FHLB advances. While maturities and scheduled
amortization of loans are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates, economic
conditions and competition.
The Company must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to satisfy financial commitments and to take advantage of investment
opportunities. The Company generally maintains sufficient cash and short-term
investments to meet short-term liquidity needs. At June 30, 2000, cash and cash
equivalents totaled $11.3 million, or 4.28% of total assets. In addition, the
Company maintains a credit facility with the FHLB of Seattle, which provides for
immediately available advances. Advances under this credit facility totaled
$88.4 million at June 30, 2000. The Company also maintains a seasonal Credit
Line with the Portland Federal Reserve and a Line of Credit with First Security
Bank. Advances under these facilities totaled $5.5 million, and $0, respectively
as of June 30, 2000 and June 30, 1999.
The primary investing activity of the Company is the origination of loans.
During the quarters ended June 30, 1999 and 2000, the Company originated loans
in the amounts of $40.3 million and $44.0 million, respectively. At June 30,
2000, the Company had loan commitments totaling $23.9 million, undisbursed lines
of credit totaling $26.7 million, and undisbursed loans in process totaling $3.0
million. The Company anticipates that it will have sufficient funds available to
meet its current loan origination commitments. Certificates of deposit that are
scheduled to mature in less than one year from June 30, 2000 totaled $57.1
million. Historically, the Company has been able to retain a significant amount
of its deposits as they mature. In addition, management of the Company believes
that it can adjust the offering rates of savings certificates to retain deposits
in changing interest rate environments.
The Bank is required to maintain specific amounts of capital pursuant to the
FDIC and the State of Washington requirements. As of June 30, 2000, the Bank was
in compliance with all regulatory capital requirements which were effective as
of such date with Tier 1 Capital to average assets, Tier 1 Capital to
risk-weighted assets and Total Capital to risk-weighted assets of 9.44%, 12.40%
and 13.25%, respectively.
10
<PAGE>
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market rates/prices such as interest rates, foreign currency exchange
rates, commodity prices, and equity prices. The Company's primary market risk
exposure is interest rate risk. The on-going monitoring and management of the
risk is an important component of the Company's asset/liability management
process, which is governed by policies established by its Board of Directors
that are reviewed and approved annually. The Board of Directors delegates
responsibility for carrying out the asset/liability management policies to the
Asset/Liability Committee ("ALCO"). In this capacity ALCO develops guidelines
and strategies impacting the Company's asset/liability management related
activities based upon estimated market risk sensitivity, policy limits and
overall market interest rate levels/trends.
INTEREST RATE RISK
Interest rate risk represents the sensitivity of earnings to changes in market
interest rates. As interest rates change the interest income and expense streams
associated with the Company's financial instruments also change thereby
impacting net interest income ("NII"), the primary component of the Company's
earnings. ALCO utilizes the results of a detailed and dynamic simulation model
to quantify the estimated exposure of NII to sustained interest rate changes.
While ALCO routinely monitors simulated NII sensitivity over a rolling two-year
horizon, it also utilizes additional tools to monitor potential longer-term
interest rate risk.
The simulation model captures the impact of changing interest rates on the
interest income received and interest expense paid on all assets and liabilities
reflected on the Company's balance sheet as well as for off balance sheet
derivative financial instruments, if any. This sensitivity analysis is compared
to ALCO policy limits which specify a maximum tolerance level for NII exposure
over a one year horizon, assuming no balance sheet growth, given both a 200
basis point (bp) upward and downward shift in interest rates. A parallel and pro
rata shift in rates over a 12 month period is assumed. The following reflects
the Company's NII sensitivity analysis as of March 31, 2000 as compared to the
10.00% Board approved policy limit.
-200 BP FLAT +200 BP
------- ---- -------
(Dollars in Thousands)
Year 1 NII $9,340 $9,160 $8,820
NII $ Change 180 -- (340)
NII % Change 1.97% -- -3.71%
The preceding sensitivity analysis does not represent a Company
forecast and should not be relied upon as being indicative of expected future
operating results. These hypothetical estimates are based upon numerous
assumptions including: the nature and timing of interest rate levels including
yield curve shape, prepayments on loans and securities, deposit decay rates,
pricing decisions on loans and deposits, reinvestment/replacement of asset and
liability cash flows, and others. While assumptions are developed based upon
current economic and local market conditions, the Company cannot make any
assurances as to the predictive nature of these assumptions including how
customer preferences or competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity
analysis, actual results will also differ due to: prepayment/refinancing levels
likely deviating from those assumed, the varying impact of interest rate change
caps or floors on adjustable rate assets, the potential effect of changing debt
service levels on customers with adjustable rate loans, depositor early
withdrawals and product preference changes, and other internal/external
variables. Furthermore, the sensitivity analysis does not reflect actions that
ALCO might take in responding to or anticipating changes in interest rates.
11
<PAGE>
FIRSTBANK NW CORP. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
There are no material legal proceedings to which the Company or the Bank is
a party or of which any of their property is subject. From time to time,
the Bank is a party to various legal proceedings incident to its business.
Item 2 - Changes in Securities
None.
Item 3 - Defaults upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Articles of Incorporation of the Registrant (1)
3.2 Bylaws of the Registrant (1)
10.1 Employment Agreement between FirstBank Northwest,
FirstBank Corp. and Clyde E. Conklin (2)
10.2 Employment Agreement between FirstBank Northwest,
FirstBank Corp. and Larry K. Moxley (3)
10.3 Salary Continuation Agreement between First Federal Bank
of Idaho, F.S.B. and Clyde E. Conklin (3)
10.4 Salary Continuation Agreement between First Federal Bank
of Idaho, F.S.B. and Larry K. Moxley (3)
10.5 1998 Stock Option Plan (4)
10.6 Management Recognition and Development Plan (4)
27 Financial Data Schedule
(1) Incorporated by reference to the Registrant's Annual Meeting.
(2) Incorporated by reference to the Registrant's Annual Report on
Form 10-K SB for the year ended March 31, 2000.
(3) Incorporated by reference to the Registrant's Registration
Statement on Form SB-2, (File No. 333-23395).
(4) Incorporated by reference to the Registrant's Annual Meeting
Proxy Statement dated June 15, 1998.
(b) Reports on Form 8-K; No reports on Form 8-K have been filed during
the quarter for which this report is filed.
12
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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.
FIRSTBANK NW CORP.
DATED: August 8, 2000 BY: /s/ CLYDE E. CONKLIN
-------------------------------------
Clyde E. Conklin
President and Chief Executive Officer
BY: /s/ LARRY K. MOXLEY
-------------------------------------
Larry K. Moxley
Secretary and Chief Financial Officer
