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 September 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 1,546,953 shares
outstanding on November 14, 2000.
Transitional Small Business Disclosure Format (check one):
( ) Yes (X) No
<PAGE>
FIRSTBANK NW CORP.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements ( Unaudited) Page
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income
For the three months and six months ended September 30, 2000 and 1999 2
Consolidated Statements of Cash Flows
For the six months ended September 30, 2000 and 1999 3
Consolidated Statements of Comprehensive Income
For the three months and six months ended September 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 7-11
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Market Risk 12
Interest Rate Risk 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
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<CAPTION>
FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Financial Condition
At March 31, At Sept 30,
2000 2000
------------ ------------
(Audited) (Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Non-interest bearing deposits $ 8,276,507 $ 8,819,841
Interest bearing deposits 2,972,839 3,663,480
Federal funds sold 1,246,594 840,711
------------ ------------
Total cash and cash equivalents 12,495,940 13,324,032
Investment securities:
Held-to-maturity -- --
Available-for-sale 11,334,647 11,847,961
Mortgage-backed securities:
Held-to-maturity 2,483,979 2,419,905
Available-for-sale 18,741,250 17,665,730
Loans receivable, net 187,664,159 198,767,798
Accrued interest receivable 1,866,404 2,905,558
Real estate owned 44,374 25,832
Stock in FHLB, at cost 3,965,175 4,563,175
Premises and equipment, net 6,212,726 6,214,351
Income taxes receivable 148,636 72,919
Deferred taxes --
Cash surrender value of life insurance policies 1,663,671 1,703,730
Mortgage servicing assets 925,118 897,360
Other assets 351,544 446,636
------------ ------------
TOTAL ASSETS $247,897,623 $260,854,987
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $144,906,948 $150,819,914
Advances from borrowers for taxes and insurance 1,369,888 425,648
Advances from FHLB & other borrowings 74,578,106 81,390,292
Deferred federal and state income taxes 37,000 169,089
Accrued expenses and other liabilities 1,139,218 2,027,184
------------ ------------
TOTAL LIABILITIES $222,031,160 $234,832,127
------------ ------------
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; 1,616,077 and 1,546,953 shares outstanding, 19,838 19,838
Additional paid-in-capital 18,782,732 18,788,822
Retained earnings, substantially restricted 15,044,540 15,708,223
Unearned ESOP shares (1,219,800) (1,169,050)
Deferred compensation (865,742) (747,561)
Treasury stock, at cost; 367,673 and 436,797 shares (5,347,032) (6,147,282)
Accumulated other comprehensive loss (548,073) (430,130)
------------ ------------
Total Stockholders' Equity 25,866,463 26,022,860
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $247,897,623 $260,854,987
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
1
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<TABLE>
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FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Income
Three-months Ended September 30, Six-months Ended September 30,
1999 2000 1999 2000
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 3,726,323 $ 4,528,597 $ 7,410,227 $ 8,693,490
Mortgage-backed securities 185,037 369,520 337,900 739,626
Investment securities 85,657 152,516 168,791 308,669
Other interest earning assets 132,675 162,195 290,027 320,781
----------- ----------- ----------- -----------
Total interest income 4,129,692 5,212,828 8,206,945 10,062,566
----------- ----------- ----------- -----------
Interest expense:
Deposits 1,329,559 1,427,769 2,560,127 2,812,775
Advances from FHLB & other borrowings 708,952 1,516,677 1,380,958 2,806,278
----------- ----------- ----------- -----------
Total interest expense 2,038,511 2,944,446 3,941,085 5,619,053
----------- ----------- ----------- -----------
Net interest income 2,091,181 2,268,382 4,265,860 4,443,513
Provision for loan losses 73,421 31,417 207,548 133,314
----------- ----------- ----------- -----------
Net interest income after provision for loan losses 2,017,760 2,236,965 4,058,312 4,310,199
----------- ----------- ----------- -----------
Non-interest income:
Gain on sale of loans 370,222 276,220 619,007 449,404
Service fees and other charges 314,757 403,366 608,760 773,010
Commissions and other 22,430 29,551 46,203 55,651
----------- ----------- ----------- -----------
Total non-interest income 707,409 709,137 1,273,970 1,278,065
----------- ----------- ----------- -----------
Non-interest expense:
Compensation and employee related benefits 1,149,449 1,233,251 2,361,344 2,435,050
Occupancy 299,241 290,364 528,114 620,980
Other 524,078 582,444 1,236,143 1,183,300
----------- ----------- ----------- -----------
Total non-interest expense 1,972,768 2,106,059 4,125,601 4,239,330
----------- ----------- ----------- -----------
Income before income tax expense 752,401 840,043 1,206,681 1,348,934
Income tax expense 228,791 306,868 391,373 420,763
----------- ----------- ----------- -----------
Net income $ 523,610 $ 533,175 $ 815,308 $ 928,171
=========== =========== =========== ===========
Earnings per share (Note 2):
Net income per share -basic $0.33 $0.38 $0.52 $0.66
Net income per share -diluted $0.32 $0.37 $0.49 $0.63
Weighted average shares outstanding -basic 1,565,035 1,395,559 1,582,188 1,415,310
Weighted average shares outstanding -diluted 1,639,900 1,446,947 1,659,270 1,470,862
</TABLE>
See accompanying notes to consolidated financial statements
2
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<TABLE>
<CAPTION>
FirstBank NW Corp. and Subsidiaries,
Consolidated Statements of Cash Flows
Six-months Ended September 30,
1999 2000
------------- -------------
(Unaudited)
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Cash flows from operating activities:
Net income $ 815,308 $ 928,171
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 709,141 368,999
Provision for loan losses 207,548 133,314
Gain on sale of loans (619,007) (435,559)
FHLB stock dividends (105,100) (139,811)
ESOP compensation expense 153,542 56,840
Other (gains) losses, net 17,167 847
Provision for real estate owned 125,452 --
Deferred compensation expense 33,960 201,919
Deferred income taxes (53,763) 55,792
Changes in assets and liabilities:
Accrued interest receivable and other assets (763,330) (1,106,488)
Accrued expenses and other liabilities (814,643) 804,228
Income taxes receivable (payable) 44,135 75,717
------------- -------------
Net cash provided by operating activities (249,590) 943,969
------------- -------------
Cash flows from investing activities:
Purchase of mortgage-backed securities; available-for-sale (5,000,000) --
Proceeds from maturities of mortgage-backed securities; held-to-maturity 158,306 61,705
Proceeds from maturities of mortgage-backed securities; available-for-sale 1,713,399 1,085,808
Purchase of investment securities; available for sale (595,000) (333,703)
Proceeds from maturities of investment securities; held-to-maturity 700,000 --
Decrease in loans receivable from loans sold 52,765,149 31,932,346
Other net change in loans receivable (63,629,597) (42,733,740)
Purchase of FHLB stock (681,900) (458,189)
Purchases of premises and equipment (998,554) (363,678)
Net increase in cash surrender value of life insurance policies (38,575) (40,059)
Proceeds from sale of real estate owned 237,670 17,459
------------- -------------
Net cash used in investing activities (15,369,102) (10,832,051)
------------- -------------
Cash flows from financing activities:
Cash paid for dividends (287,809) (264,488)
Net increase in deposits 16,283,898 5,912,966
Advances from borrowers for taxes and insurance (15,059) (944,240)
Advances from FHLB & other borrowings 147,675,168 832,860,420
Payments on advances from FHLB & other borrowings (144,050,168) (826,048,234)
Purchase of treasury stock (1,452,125) (800,250)
------------- -------------
Net cash provided by financing activities 18,153,905 10,716,174
------------- -------------
Net increase in cash and cash equivalents 2,535,213 828,092
Cash and cash equivalents, beginning of period 8,535,662 12,495,940
------------- -------------
Cash and cash equivalents, end of period $ 11,070,875 $ 13,324,032
============= =============
Supplemental disclosures of cash flow information: Cash paid during the
period for:
Interest $ 4,314,755 $ 5,579,059
Income taxes $ 367,883 $ 202,285
Noncash investing and financing activities:
Unrealized (gains) losses on securities; available-for-sale, net of tax $ 327,400 $ 117,943
Loans receivable charged to the allowance for loan losses $ 21,117 $ 60,667
Transfer from loans converted to real estate acquired through foreclosure $ 24,122 --
</TABLE>
See accompanying notes to consolidated financial statements
3
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<TABLE>
<CAPTION>
FirstBank NW Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
Three-months ended September 30, Six-months ended September 30,
1999 2000 1999 2000
---------- ---------- ---------- ----------
(Unaudited)
<S> <C> <C> <C> <C>
Net income $ 523,610 $ 533,175 $ 815,308 $ 928,171,
Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on securities;
available-for-sale, net of tax (200,847) 303,478 327,400) 117,943
---------- ---------- ---------- ----------
Net other comprehensive income (loss) (200,847) 303,478 (327,400) 117,943
---------- ---------- ---------- ----------
Comprehensive income $ 322,763 $ 836,653 $ 487,908 $1,046,114
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
4
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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 and six months ended
September 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 wholly-owned subsidiary, TriStar Financial
Corporation, for the three and six months ended September 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:
<TABLE>
<CAPTION>
For the Three Months Ended 9/30/00 For the Six Months Ended 9/30/00
------------------------------------------ --------------------------------------------
Weighted- Per-share Weighted- Per-share
Net Income Average Shares Amount Net Income Average Shares Amount
----------- -------------- --------- ---------- -------------- ---------
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Basic EPS:
Income available to common
Stockholders $ 533,175 1,395,559 $ 0.38 $ 928,171 1,415,310 $ 0.66
=========== ===========
Effect of dilutive securities:
Restricted stock awards -- 51,388 -- 55,552
----------- ----------- ----------- -----------
Diluted EPS:
Income available to common
Stockholders - assumed
Conversions $ 533,175 1,446,947 $ 0.37 $ 928,171 1,470,862 $ 0.63
=========== =========== =========== =========== =========== ===========
</TABLE>
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<CAPTION>
For the Three Months Ended 9/30/99 For the Six Months Ended 9/30/99
------------------------------------------ --------------------------------------------
Weighted- Per-share Weighted- Per-share
Net Income Average Shares Amount Net Income Average Shares Amount
----------- -------------- --------- ---------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to common
Stockholders $ 523,610 1,565,035 $ 0.33 $ 815,308 1,582,188 $ 0.52
=========== ===========
Effect of dilutive securities:
Restricted stock awards -- 74,865 -- 77,082
----------- ----------- ----------- -----------
Diluted EPS:
Income available to common
Stockholders - assumed
Conversions $ 523,610 1,639,900 $ 0.32 $ 815,308 1,659,270 $ 0.49
=========== =========== =========== =========== =========== ===========
</TABLE>
As of September 30, 2000 and September 30 1999, outstanding options to purchase
157,300 and 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
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(3) DIVIDEND
On July 19, 2000, the Board of Directors declared a cash dividend of $0.09 per
common share to shareholders of record as of August 11, 2000. The dividend was
paid on August 25, 2000. On October 19, 2000, the Board of Directors declared an
increase in cash dividends of $0.01 to $0.10 per common share to shareholders of
record as of November 16, 2000. This dividend will be paid on November 30, 2000.
6
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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 September 30, 2000 the Bank had six offices in Idaho and two in
Washington.
As approved by shareholders on July 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.
In September 2000, an experienced commercial loan officer was hired to generate
business out of the Spokane, Washington valley area. He is located in the
Liberty Lake, Washington branch.
Toward the end of September 2000, the Bank started offering online banking to
customers at no charge. The service is being outsourced to Equifax E-Banking
Solutions, Inc. and CheckFree Corporation. The Bank plans to have Cash
Management available this winter for its commercial customers.
FINANCIAL CONDITION AT SEPTEMBER 30, 2000 AND MARCH 31, 2000
Assets increased from $247.9 million at March 31, 2000 to $260.9 million at
September 30, 2000. Cash and cash equivalents increased from $12.5 million at
March 31, 2000 to $13.3 million at September 30, 2000. Loans receivable
increased from $187.7 million at March 31, 2000 to $198.8 million at September
30, 2000 as a result of an increase in commercial loans of $5.4 million,
agricultural loans of $1.6 million, home equity loans of $3.1 million, and loans
for sale of $1.0 million. Accrued interest receivable increased from $1.9
million at March 31, 2000 to $2.9 million at September 30, 2000 due to a higher
average asset base in loans. Deposits increased from $144.9 million at March 31,
2000 to $150.8 million at September 30, 2000 as a result of an increase in
non-interest checking accounts of $2.8 million, an increase in brokered CD's of
$6 million, and a decrease in money market accounts of $2.0 million. Federal
Home Loan Bank of Seattle (FHLB) advances and other borrowings increased from
$74.6 million at March 31, 2000 to $81.4 million at September 30, 2000. The
increase in FHLB borrowings was used to fund loan growth. Accrued expenses and
other liabilities increased from $1.1 million at March 31, 2000 to $2.0 million
at September 30, 2000. It is the policy of the Bank to cease accruing interest
on loans that are delinquent 90 days or more. Non accrual loans increased from
$572,000 at March 31, 2000 to $1,098,000 at September 30, 2000 as a result of
one commercial loan.
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 2000
Net income increased from $523,610 for the three months ended September 30, 1999
to $533,175 for the three months ended September 30, 2000.
7
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Net interest income increased from $2.1 million for the three months ended
September 30, 1999 to $2.3 million for the three months ended September 30,
2000. Total interest income increased from $4.1 million for the three months
ended September 30, 1999 to $5.2 million for the three months ended September
30, 2000. The increase in interest income resulted from an increase in average
interest earning assets and an increase in the weighted average yield in the
loan portfolio, which was 8.38% for the three months ended September 30, 1999
compared to the weighted average yield for the three months ended September 30,
2000 of 9.01%. The average balance of loans receivable was $179.4 million in the
second quarter of 1999 compared to $201.9 million in the second quarter of 2000.
Interest income from investment securities increased from $86,000 for the three
months ended September 30, 1999 to $153,000 for the three months ended September
30, 2000. The increase is primarily due to an increase in the investment
securities portfolio balance. Interest income from mortgage-backed securities
increased from $185,000 for the three months ended September 30, 1999 to
$370,000 for the three months ended September 30, 2000. The increase is
primarily due to an increase in the mortgage-backed securities portfolio
balance. Interest expense increased from $2.0 million for the three months ended
September 30, 1999 to $2.9 million for the same period in 2000. The increase in
interest expense is due to an increase in average FHLB advances and an increase
in weighted average rates on those advances. The weighted average rate on
deposits for the three months ended September 30, 1999 was 3.70%, whereas the
weighted average rate on deposits as of September 30, 2000 was 4.03%. The
weighted average rate on FHLB advances for the three months ended September 30,
1999 was 5.79%, whereas the weighted average rate on FHLB advances as of
September 30, 2000 was 6.56%.
Provision for loan losses are based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay their 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 Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision for
loan losses. Each month the outstanding balance of loans is compared to the
previous month's balance, the difference is then multiplied by a standard
percentage the bank has assigned to each credit type, which determines the
provision for Allowance for Loan and Lease Losses (ALLL). (Example: a commercial
operating secured loan has a ALLL percentage of 1.25%, therefore the increase in
ALLL is 1.25% of the gain in the outstanding principal balance for the current
month.) As a result of this evaluation, the Company's provision for loan losses
decreased from $73,000 for the three months ended September 30, 1999 to $31,000
for the three months ended September 30, 2000.
Non-interest income increased from $707,000 for the three months ended September
30, 1999 to $709,000 for the three months ended September 30, 2000. The primary
reason for the increase is income generated from service fees and other charges,
which increased $96,000, although the gain on sale of loans is down $94,000.
Non-interest expense increased from $2.0 million for the three months ended
September 30, 1999 to $2.1 million for the three months ended September 30,
2000. The increase in compensation and employee related benefits of $84,000 is a
result of additional staff hired for new branches and departments.
Income taxes increased from an expense of $229,000 for the three months ended
September 30, 1999 to $307,000 for the same time period in 2000, due to an
increase in income before tax expense.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 2000
Net income increased from $815,308 for the six months ended September 30, 1999
to $928,171 for the six months ended September 30, 2000.
Net interest income was $4.3 million for the six months ended September 30,
1999, and $4.4 million for the six months ended September 30, 2000. Total
interest income increased from $8.2 million for the six months ended September
30, 1999 to $10.1 million for six months ended September 30, 2000. The increase
in interest income was the result of an increase in average interest earning
assets and an increase in the weighted average yield in the loan portfolio,
which was 8.14% for the six months ended September 30, 1999, compared to 8.82%
for the six months ended September 30, 2000. The average balance of loans
receivable was $175.6 million in the six months ending September 30, 1999
compared to $198.4 million in the six months ending September 30, 2000. Interest
income from investment securities increased from $169,000 for the six months
ended September 30, 1999 to $309,000 for the six months ended September 30,
2000. The increase is primarily due to an increase in the investment securities
portfolio balance. Interest income from mortgage-backed securities increased
from $338,000 for the six months ended September 30, 1999 to $740,000 for the
six months ended September 30, 2000. The increase is primarily due to an
increase in the mortgage-backed securities portfolio balance. Interest expense
increased from $3.9 million for the six months ended September 30, 1999 to $5.6
million for the same period in 2000. The increase in interest expense is due to
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 six months ended September 30, 1999 was 3.68% whereas
the weighted average rate on deposits as of September 30, 2000 was 3.92%. The
weighted average rate on FHLB advances and the Federal Reserve Bank line for the
six months ended September 30, 1999 was 5.60%, compared to a weighted average
rate of 6.41% for the same period in 2000.
8
<PAGE>
Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay their 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 Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision for
loan losses. As a result of this evaluation, the Company's provision for loan
losses decreased from $208,000 for the six months ended September 30, 1999 to
$133,000 for the six months ended September 30, 2000, which management believes
will be adequate to cover future losses.
Non-interest income remained at $1.3 million for the six months ended September
30, 1999 and the six months ended September 30, 2000. The gain on sale of loans
decreased from $619,000 for the six months ended September 30, 1999 to $449,000
for the six months ended September 30, 2000, and service fees and other charges
increased from $609,000 for the six months ended September 30, 1999 to $773,000
for the six months ended September 30, 2000. The large increase in fee income is
primarily due to Merchant Bankcard Services, which the Bank started offering to
its customers last winter.
Non-interest expense increased from $4.1 million for the six months ended
September 30, 1999 to $4.2 million for the six months ended September 30, 2000.
Compensation and employee related benefits were at $2.4 million for the six
months ended September 30, 1999 and the six months ended September 30, 2000.
Occupancy and equipment increased $93,000 due to utility expense, leases, and
other expenses incurred with the start-up of the Liberty Lake, Washington
branch, along with depreciation for the Bank's new in-house computer system.
Other non-interest expenses decreased $53,000, remaining at approximately $1.2
million for the six months ended September 30, 1999 and 2000. Data processing
expense decreased $88,000 as a result of the conversion to an in-house computer
system. This variance was partially offset by an increase in advertising expense
of $43,000 for the six months ended September 30, 2000.
Income taxes increased from an expense of $391,000 for the six months ended
September 30, 1999 to an expense of $421,000 for the same time period in 2000.
The increase was a result of an increase in non-taxable income earned on
investments in municipal bonds and a increase in income before income tax
expense.
9
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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 periods presented.
<TABLE>
<CAPTION>
Twelve Months Ending Six Months Ending
March 31, 2000 September 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% $ 198,359 $ 8,693 8.82%
Mortgage-backed securities 15,874 981 6.18 20,555 740 7.20
Investment securities 8,437 461 7.41 11,577 309 7.44
Other earning assets 10,482 588 5.61 10,466 321 6.13
--------- --------- --------- ---------
Total interest-earning assets 212,138 16,978 8.13 240,957 10,063 8.50
Non-interest-earning assets 14,561 17,701
--------- ---------
Total assets $ 226,699 $ 258,658
========= =========
Interest-earning liabilities:
Passbook, NOW and money
market accounts $ 62,230 $ 1,258 2.02 $ 64,532 $ 605 1.88
Certificates of deposit 80,039 4,123 5.15 79,062 2,208 5.59
--------- --------- --------- ---------
Total deposits 142,269 5,381 3.78 143,594 2,813 3.92
Advances from FHLB & other 54,242 3,055 5.63 87,570 2,807 6.41
--------- --------- --------- ---------
Total interest-bearing
liabilities 196,511 8,436 4.29 231,164 5,620 4.86
--------- ---------
Non-interest-bearing
liabilities 3,393 1,447
--------- ---------
Total liabilities 199,904 232,611
--------- ---------
Total stockholders' equity 26,795 26,047
--------- ---------
Total liabilities and
total stockholders' equity $ 226,699 $ 258,658
========= =========
Net interest income $ 8,542 4,444
========= =========
Interest rate spread 3.83% 3.63%
========= =========
Net interest margin 4.15% 3.83%
========= =========
Ratio of average interest-
earning assets to average
interest- bearing liabilities 107.95% 104.24%
========= =========
</TABLE>
10
<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, FHLB advances, and borrowings from the Portland Office of
the Federal Reserve Bank of San Francisco. 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. Liquidity is being able to raise funds in a short period of time
without incurring a principle loss. The Company generally maintains sufficient
cash and short-term investments to meet short-term liquidity needs. At September
30, 2000, cash and cash equivalents totaled $13.3 million, or 5.09% 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 $80.4 million at September 30, 2000. The Company also
maintains a seasonal Credit Line with the Portland Federal Reserve and a Line of
Credit with First Security Bank. However, as of September 30, 1999 and 2000, the
Ban had no advances under these facilities. The Bank also has used other sources
of funding when the need arises; brokered CD's (up to 10% of assets under
current Board policy) and the National CD's markets.
The primary investing activity of the Company is the origination of loans.
During the quarters ended September 30, 1999 and 2000, the Company originated
loans in the amounts of $27.3 million and $32.4 million, respectively. At
September 30, 2000, the Company had loan commitments totaling $22.2 million,
undisbursed lines of credit totaling $29.9 million, and undisbursed loans in
process totaling $3.6 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
September 30, 2000 totaled $59.7 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 September 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 9.32%,
13.16% and 14.04%, respectively.
11
<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 June 30, 2000 and September 30,
2000 as compared to the 10.00% Board approved policy limit.
<TABLE>
<CAPTION>
September 30, 2000: -200 BP Flat +200 BP
------- ---- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Year 1 NII $9,710 $9,418 $9,053
NII $ Change $292 -- ($365)
NII % Change 3.10% -- -3.88%
</TABLE>
<TABLE>
<CAPTION>
June 30, 2000: -200 BP Flat +200 BP
------- ---- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Year 1 NII $9,559 $9,267 $8,885
NII $ Change $292 -- ($382)
NII % Change 3.15% -- -4.12%
</TABLE>
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.
12
<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
The Annual Meeting of Stockholders of the Company ("Meeting") was held on
July 19, 2000. The results of the vote on the matters presented at the
Meeting is as follows:
1. The following individuals were elected as directors, each for a
three-year term:
Voted For Vote Withheld
W. Dean Jurgens 1,103,680 2,793
Clyde E. Conklin 1,100,480 5,993
Steve R. Cox 1,103,680 2,793
The terms of Directors William J. Larson, James N. Marker, Robert S.
Coleman, Sr., and Larry K. Moxley continued after the meeting.
2. The FirstBank NW Corp. resolution to appoint BDO Seidman, LLP as
independent auditors for the Company for the fiscal year ending March
31, 2001 was approved by stockholders by the following vote:
For 1,092,914; Against 12,750; Abstain 819
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-KSB 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 September 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.
13
<PAGE>
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: November 13, 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
14
