<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark One)
( ) Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended
_______________________________.
( X ) Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from 1/1/98 to 3/31/98.
Commission file number 0-24151
INLAND NORTHWEST BANCORPORATION, INC.
(Exact name of small business issuer as specified in its charter)
Washington 91-1574174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
421 West Riverside, Suite 113, Spokane, WA 99201-0403
(Address of principal executive offices)
(509) 456-8888
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes No X
The registrant has a single class of common stock, of which there are 537,783
shares issued and outstanding as of March 31, 1998.
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Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - March 31, 1998
and March 31, 1997.......................................... 1
Consolidated Statements of Income - Three Months and
year-to-date Ended March 31, 1998 and 1997.................. 2
Consolidated Condensed Statements of Cash Flows -
three months ended March 31, 1998 and 1997.................. 3
Consolidated Statements of Stockholders' Equity as of
March 31, 1998.............................................. 4
Notes to Consolidated Financial Statements.................. 5
Item 2. Management's Discussion and Analysis or Plan of Operation... 7
Part II Other Information
Item 2. Changes in Securities....................................... 7
Item 6. Exhibits and Reports on Form 8-K
Signatures................................................................. 8
</TABLE>
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Part I Financial Information
Item 1. Financial Statements
INLAND NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
($ in thousands)
<TABLE>
<CAPTION>
March 31 December 31
1998 1997
Assets
<S> <C> <C>
Cash and due from banks 8,745 7,405
Federal funds sold 12,337 7,947
Securities held-to-maturity (Note 2) 28,435 22,434
Securities available-for-sale (Note 2) 819 1,572
Federal Home Loan Bank stock, at cost 362 309
Loans, net of allowance for loan losses of $1,163 in 1998 and $1,085 in 1997 (Notes 3 & 4) 81,974 76,524
Accrued interest receivable 887 701
Premises and equipment, net 2,632 2,435
Foreclosed real estate, net of allowance of $86 in 1998 and 1997 401 567
Other assets 721 459
--- ---
TOTAL ASSETS $137,312 $120,353
======== ========
Liabilities
Noninterest bearing demand deposits 25,203 24,316
Money Market accounts 23,368 24,598
NOW accounts 6,777 6,117
Savings accounts 2,906 2,727
Time Certificates of Deposit, $100,000 and over 16,233 12,618
Time Certificates of Deposit, under $100,000 43,888 31,335
------ ------
TOTAL DEPOSITS $118,376 $101,711
Securities sold under agreement to repurchase 7,774 8,434
Borrowed funds, Federal Home Loan Bank (Note 5) 62 63
Borrowed funds, other banks (Note 5) 450 0
Accrued interest payable and other liabilities 990 685
--- ---
TOTAL LIABILITIES $9,276 $9,182
Stockholders' Equity
Common stock, no par, 1,000,000 shares authorized; issued and outstanding
537,783 in 1998 and 535,398 in 1997 8,131 8,064
Retained earnings 1,386 1,235
Accumulated other comprehensive income, net of tax of $78 for 1998 and $87 for 1997 144 161
--- ---
TOTAL STOCKHOLDERS' EQUITY $9,660 $9,460
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $137,312 $120,353
======== ========
</TABLE>
1
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INLAND NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended Year-to-date
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans 2,040 1,686 2,040 1,686
Interest on securities 454 296 454 296
Interest on federal funds sold 104 78 104 78
------ ------ ------ ------
TOTAL INTEREST INCOME $2,597 $2,060 $2,597 $2,060
Interest Expense
Interest on deposits 1,005 782 1,005 782
Interest on securities sold under agreement to repurchase 94 104 94 104
Interest on borrowed funds 0 0 0 0
------ ------ ------ ------
TOTAL INTEREST EXPENSE $1,100 $885 $1,100 $885
NET INTEREST INCOME 1,498 1,174 1,498 1,174
Provision for loan losses 90 75 90 75
------ ------ ------ ------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES $1,408 $1,099 $1,408 $1,099
Noninterest Income
Fees and service charges 123 114 123 114
Other noninterest income 84 43 84 43
------ ------ ------ ------
TOTAL NONINTEREST INCOME $208 $157 $208 $157
Noninterest Expense
Salaries and employee benefits 776 532 776 532
Occupancy expense 103 63 103 63
Furniture, fixtures and equipment expense 34 25 34 25
Depreciation and amortization expense 88 69 88 69
Other operating expense 355 274 355 274
------ ------ ------ ------
TOTAL NONINTEREST EXPENSE $1,357 $965 $1,357 $965
INCOME BEFORE TAXES 259 292 259 292
Federal income tax expense 108 107 108 107
--- --- --- ---
NET INCOME $151 $185 $151 $185
==== ==== ==== ====
<CAPTION>
Quarter Ended Quarter Ended Year-to-date Year-to-date
03/31/1998 03/31/1997 03/31/1998 03/31/1997
<S> <C> <C> <C> <C>
Weighted average shares outstanding 536,193 482,212 536,193 482,212
Basic earnings per share $0.28 $0.38 $0.28 $0.38
------- ------- ------- -------
Weighted average shares outstanding 536,193 413,636 536,193 413,636
Effect of dilutive securities 97,098 99,378 97,098 99,378
Weighted average shares outstanding,
adjusted for dilutive securities 633,291 513,014 633,291 513,014
Earnings per share assuming full dilution $0.24 $0.36 $0.24 $0.36
------- ------- ------- -------
</TABLE>
2
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INLAND NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
YEAR-TO-DATE MARCH 31, 1998 AND 1997
($ in thousands)
<TABLE>
<CAPTION>
Year-to-date
1998 1997
<S> <C> <C>
Net income 151 185
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses 90 75
Depreciation and amortization 88 69
Increase/decrease in assets and liabilities:
Accrued interest receivable (186) (71)
Other assets (186) (698)
Accrued interest payable 305 145
--- ---
NET CASH PROVIDED BY OPERATING ACTIVITIES $263 ($295)
Cash flows from investing activities:
Net (increase)/decrease in federal funds sold (4,390) (9,780)
Net (increase)/decrease in investment securities (5,328) 1,526
Net (increase)/decrease in loans (5,540) (2,072)
Purchase of premises and equipment net of gain or loss on asset disposal (285) (58)
Foreclosed real estate activity 166 (85)
-------- ---------
NET CASH USED BY INVESTING ACTIVITIES ($15,375) ($10,469)
Cash flows from financing activities:
Net increase in deposits 16,665 4,538
Net increase/(decrease) in securities sold under agreement to repurchase (660) 4,743
Net proceeds/(payments) from borrowed funds 449 0
Cash received from stock sales 0 23
------- ------
NET CASH PROVIDED BY FINANCING ACTIVITIES $16,454 $9,304
Net increase/(decrease) in cash and cash equivalents $1,340 ($1,461)
Cash and cash equivalents, beginning of year $7,405 $7,615
CASH AND CASH EQUIVALENTS, END OF QUARTER $8,745 $6,154
Supplemental noncash financing activities:
Goodwill recognized in association with stock issued for acquisition of mortgage subsidiary ($66)
Issuance of common stock for acquisition of mortgage subsidiary $66
</TABLE>
3
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INLAND NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Retained Comprehensive Comprehensive
Total Stock Earnings Income Income
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $6,548,259 $6,113,286 $408,441 $26,532
Net income 829,404 829,404 $829,404
Unrealized gains (losses) 134,647 134,647 134,647
Comprehensive income --------
$964,051
Proceeds from sale of stock 1,950,995 1,950,995
Fractional shares, issued in cash (3,083) (3,083)
Transfers ----------- ----------
Balance December 31, 1997 $9,460,222 $8,064,281 $1,234,762 $161,179
Net income, 1998, year-to-date $150,805 150,805 150,805
Unrealized gains (losses) ($17,361) (17,361) (17,361)
--------
Comprehensive income $133,444
Stock issued for acquisition of mortgage
subsidiary (Note 6) $66,780 66,780
Fractional shares, issued in cash $0
Transfers $0
----------- ----------- ----------- -----------
Balance, end-of-quarter, March 31, 1998 $9,660,446 $8,131,061 $1,385,567 $143,818
----------- ----------- ----------- -----------
Disclosure of 1998 reclassification amount:
Unrealized holding gains during period (17,361)
Less reclassification adjustment for gains
reported in net income 0
Net unrealized gains on securities -----------
($17,361)
-----------
</TABLE>
4
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NOTE 1. Management Statement
In the opinion of the Company, the accompanying audited and unaudited
Consolidated Financial Statements present fairly the financial position of the
Company as of March 31, 1998, December 31, 1997, and March 31, 1997 and the
results of operations and the changes in financial position for the three
month periods ended March 31, 1998 and 1997.
Certain reclassifications of March 31, 1997 balances have been made to confirm
with the March 31, 1998 and December 31, 1997 presentation; there was to impact
on net income, earnings per share or stockholders' equity.
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NOTE 2. Securities
Most of the securities are classified as available-for-sale and are stated at
fair value, and unrealized holding gains and losses, net of related deferred
taxes, are reported as a separate component of stockholders' equity. Gains or
losses on available-for-sale securities sales are reported as part of
noninterest income based on the net proceeds and the adjusted carrying amount of
the securities sold, using the specific identification method. Carrying amount
and fair values at March 31, 1998 and December 31, 1997 were as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
Amortized Fair Amortized Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
Securities available-for-sale:
US Treasury securities 5,046 5,155 5,055 5,158
Obligations of federal government agencies 21,788 21,876 16,068 16,191
Mortgage backed securities 874 899 908 930
Corporate debt obligations 505 505 756 756
--- --- --- ---
TOTAL $28,213 $28,435 $22,787 $23,035
======= ======= ======= =======
Securities held-to-maturity:
Obligations of states, municipalities and political subdivisions $819 $832 $970 $980
==== ==== ==== ====
</TABLE>
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NOTE 3. Loans
Loan detail by category as of March 31, 1998 and December 31, 1997 were as
follows:
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<TABLE>
<CAPTION>
March 31 December 31
1998 1997
<S> <C> <C>
Commercial loans 51,080 48,289
Real estate loans 23,938 21,112
Installment loans 4,020 3,852
Consumer and other loans 4,395 4,623
TOTAL LOANS 83,433 77,876
------ ------
Allowance for loan losses (1,163) (1,085)
Deferred loan fees, net of deferred costs (296) (267)
----- -----
NET LOANS $81,974 $76,524
======= =======
</TABLE>
5
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NOTE 4. Allowance for Loan Losses
The allowance for loan loss is maintained at levels considered adequate by
management to provide for possible loan losses. The allowance is based on
management's assessment of various factors affecting the loan portfolio,
including problem loans, business conditions and loan experience, and an overall
evaluation of the quality of underlying collateral. Changes in the allowance
for loan loss during the three month periods ended March 31, 1998 and 1997
were as follows:
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<TABLE>
<CAPTION>
Three Months Ended Year-to-date
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Balance, beginning of period 1,085 908 1,085 908
Provision for loan losses 90 75 90 75
Loan Charge-offs 12 7 12 7
Loan Recoveries 0 1 0 1
- - - -
Balance, end of period $1,163 $977 $1,163 $977
</TABLE>
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NOTE 5. Borrowed Funds
Borrowed funds include a non-revolving $500,000 line of credit payable from the
Company to Key Bank of Washington with a balance outstanding of $450,000 on
March 31, 1998. The note originated in February 1998, consequently there was no
corresponding balance on either December 31, 1997 or March 31, 1997. Proceeds
were used to find the purchase and capitalization of INB Mortgage Company.
The Company's subsidiary, Inland Northwest Bank, has unsecured operating lines
of credit with Key Bank of Washington for $2,000,000, US Bank for $1,200,000,
and Federal Home Loan Bank (FHLB) for $4,976,500. There were no outstanding
balances on March 31, 1998, December 31, 1997 or March 31, 1997. The bank also
has access to long-term funding through the FHLB and has taken advances to fund
Community Investment Program and other loans utilizing these funds. Notes
payable to the FHLB were $62,332 on March 31, 1998, $62,684 on December 31, 1997
and $-0- on March 31, 1997.
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NOTE 6. Acquisition of Mortgage Subsidiary
As previously disclosed, the Company acquired a mortgage subsidiary on February
27, 1998. Results presented in the Consolidated Statements of Condition,
Income, Cash Flow, and Stockholders' Equity for the period ending March 31, 1998
reflect the acquisition and mortgage company operating results for a one month
period.
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6
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Registrant has relied upon Alternative 2; there is no information to
provide in response to Item 6(a)(3)(i) to Model B of Form 1-A.
Part II Other Information
Item 2. Changes in Securities
The Company issued 2,385 shares of its common stock to the four
shareholders of Hege Company, Inc. in exchange for all the issued and
outstanding shares of common stock of that company (289 shares) in a transaction
that was completed on February 27, 1998. Hege Company, Inc. became a wholly-
owned subsidiary of the Company as of that date; its name was changed to INB
Mortgage Company. The transaction also included a cash payment to the four
selling shareholders. All aspects of the transaction were negotiated directly
between the four selling shareholders and officers of the Company, including the
agreed market value of $28 per share for the Company's stock. The Company
believes that the issuance of its shares in this transaction was subject to the
exemption from registration set forth in Section 4(2) of the Securities Act of
1933.
On January 20, 1998, the Company granted options to key employees to
purchase a total of 4,500 shares of common stock of the Company for an exercise
price of $26 per share; the options expire in ten years and are subject to a
six-year vesting formula. The options were granted pursuant to the terms of the
Employee Stock Option Plan of Inland Northwest Bank, a subsidiary of the
Company, dated July 21, 1992, revised December 21, 1993.
Item 6. Exhibits and Reports on Form 8-A
(a) Exhibits
Ex 2 Stock Purchase Agreement dated February 23, 1998 by and
among the Company, Selling Shareholders and Hege
Company, Inc.
Ex 27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
7
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INLAND NORTHWEST BANCORPORATION, INC.
Date: July 1, 1998 By /s/ Frederick M. Schunter
---------------------------
Frederick M. Schunter, President and Chief
Executive Officer
8
<PAGE>
EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into this
23 day of February,1998, by and among Inland Northwest Bancorporation, Inc., a
- --
Washington corporation ("INBI") and Cheryl L. Ries, Karen J. Linzenmeyer, Linda
R. Carabin, and Brenda F. Blair (collectively the "Sellers" or the
"Shareholders") and Hege Company, Inc., a Washington corporation dba Creative
Mortages (the "Company")
R E C I T A L S
A. The Sellers collectively own 284 shares of common stock of the Company
representing all of the issued and outstanding shares of common stock of
the Company.
B. The Sellers desire to sell and INBI desires to purchase all of the
outstanding shares of common stock of the Company.
C. The Shareholders of the Company have given their approval to the
transaction evidenced by this Agreement, at a meeting duly called for that
purpose at the offices of the Company on February 23, 1998.
NOW, THEREFORE, in consideration of the covenants, agreements,
representations, and warranties set forth herein, the parties hereto agree as
follows:
A G R E E M E N T
1 AGREEMENT TO EXCHANGE STOCK AND ASSUME LIABILITY
1.1 EXCHANGE OF STOCK. On the Closing Date, the Sellers shall sell,
transfer and assign to INBI all of the Company's issued and
outstanding shares of common stock (the "Stock") and, in exchange
therefor, INBI shall issue to Sellers that number of shares of INBI's
common stock (the "Shares") at a market value of $28 per share, having
a total market value equal to the net worth of the Company (as
reflected on the audited financial statement of the Company for the
fiscal year ended November 30, 1997) plus $15,000.00.
1.2 PAYMENT OF LIABILITY. As additional consideration, INBI shall pay an
additional sum, not to exceed $147,000, in accordance with a schedule
provided to INBI that pro rates the payment among the Sellers. This
sum represents the principal balance due on the personal indebtedness
incurred by the Sellers in connection with the repayment by the
Company of
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monies incorrectly received from an investor mortgagee during the
fiscal year ended November 30, 1994.
2 WARRANTIES AND REPRESENTATIONS OF SELLERS. The Company and each Seller
represent and warrant to INBI that the following statements are true and
correct on the date hereof and will be true and correct on the Closing Date
as though made on such date:
2.1 OWNERSHIP OF STOCK. Sellers are the record and beneficial owners of
the Stock and the sale and delivery of the Stock to INBI will convey
to INBI legal and valid title to the Stock, free and clear of all
liens, encumbrances and restrictions. Sellers have the full legal
right, power and capacity to enter into and perform this Agreement and
to sell, assign, transfer and deliver the Stock as provided in this
Agreement.
2.2 CAPITAL STOCK. The authorized capital stock of the Company consists of
one thousand (1,000) shares of common stock, of which two hundred
eighty four (284) shares have been issued and are presently
outstanding, all of which are owned by Sellers. The Sellers own the
following percentages of the Stock: Cheryl L. Ries - 32.747%, Karen J.
Linzenmeyer - 32.747%, Linda R. Carabin - 19.718%, and Brenda F.
Blair -14.788%. All such shares of the Company are duly authorized,
validly issued, fully paid and non-assessable. There are no
outstanding securities of the Company convertible into or evidencing
the right to purchase or subscribe for any shares of capital stock of
the Company. There are no outstanding or authorized options, warrants,
calls, subscriptions, rights, commitments or any other agreements of
any character obligating the Company to issue any shares of capital
stock of the Company or any securities convertible into or evidencing
the right to purchase or subscribe for any shares of such stock.
2.3 ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
organized and existing and in good standing under the laws of the
State of Washington, qualified to do business in Washington and
qualified to do business as a foreign corporation in Idaho; it is
entitled to carry on its business and to own or lease its properties
as and in the places where such business is now conducted or such
properties are now owned or leased and operated. The Company, at the
request of Sellers, has provided INBI with true, complete and correct
copies of the Company's Articles of Incorporation and amendments
thereto, Bylaws and other organizational documents.
2.4 HUD QUALIFICATION, COMPLIANCE WITH LAWS. The Company is certified and
qualified by HUD as a nonsupervised mortgage loan correspondent lender
for HUD insured and conventional long-term mortgages for single family
housing. The Company and each of its employees are in compliance with
all rules, regulations, orders or other requirements applicable to, or
necessary to maintain, such certification or qualification. The
Company has complied with, and is not in violation of, applicable
federal, state or local statutes, laws, ordinances and regulations
affecting its properties or the operation of its business. The Company
has obtained and maintains in force all permits and licenses necessary
to occupy its premises and carry on its business and, at the request
of Sellers, has provided INBI with true, complete and correct copies
of all such licenses and permits.
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2.5 FINANCIAL STATEMENTS. The Company, at the request of Sellers, has
furnished to INBI the balance sheets and the related statements of
account and expense of the Company for the fiscal years ended November
30, 1993, November 30, 1994, November 30, 1995 and November 30, 1996,
and on or before February 10, 1998, will provide INBI balance sheets
and the related statements of account and expense of the Company for
the year ended November 30, 1997 (collectively the "Financial
Statements"). Each of the Financial Statements have been audited by
Anderson ZurMuehlen & Co., P.C. The Company also will prepare and
deliver to INBI prior to the Closing Date the unaudited balance sheet
for the two month period ended January 31, 1998. The Financial
Statements and the unaudited balance sheet are, and will be, true and
correct in all material respects and present fairly the financial
condition and results of operations of the Company as, at, and for the
periods therein specified.
2.6 LIABILITIES. Except as disclosed in Schedule A, the Financial
Statement for the fiscal year ended November 30, 1997, or the
unaudited balance sheet referred to in Section 2.5, the Company has no
liabilities of any nature, whether absolute or contingent, known or
unknown, accrued or unaccrued, due or to become due or otherwise,
including, without limitation, federal or state tax liabilities of any
type or nature, due or to become due, and whether or not incurred in
respect of or measured by the income of the Company. At the Closing
Date Sellers shall cause the Notes due shareholders identified on
Schedule A to be cancelled and delivered to INBI, upon receipt of the
balance due from the Company of Eight Thousand Three Dollars
($8,003.00).
2.7 LITIGATION. Except as disclosed on Schedule A, there are no actions,
suits, claims, proceedings, or investigations pending, or, to the
knowledge of Sellers, threatened against or affecting the Company at
law or in equity, or before or by any federal, state, municipal, or
other governmental court, agency, or instrumentality. The Company is
not in default with respect to any order or decree of any court or
federal, state, municipal, or other governmental department or
instrumentality of which the Company has notice. The Company has
complied in all material respects with all laws, regulations, and
orders applicable to its business and properties.
2.8 TAX RETURNS. The Company has filed with the appropriate governmental
authorities all tax and related returns which are required to be filed
by it and such returns accurately reflect the taxes payable, including
the income tax return for the taxable year ending November 30, 1997.
The Company has timely paid (and through and including the Closing
Date will timely pay) all taxes that are due and payable with respect
to the Company, its operations and its assets. Sellers are not aware
of any claim, penalties or assessments for delinquent taxes arising
from these tax returns. Sellers have delivered to INBI true, correct
and complete copies of the income tax returns for the Company for the
taxable years ending November 30, 1993, November 30, 1994, November
30, 1995 and November 30, 1996.
2.9 TANGIBLE PERSONAL PROPERTY. Schedule B to this Agreement is a schedule
of all tangible personal property owned by, in the possession of or
used by the Company. All property described in Schedule B is in good
condition and repair, ordinary wear and tear excepted.
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The property described in Schedule B constitutes substantially all the
tangible personal property necessary for the conduct by the Company of
its business as now conducted, and, except as stated in Schedule B, no
tangible personal property used by the Company in connection with its
business is held under any lease, security agreement, conditional
sales contract or other title retention or security arrangement, or is
located other than in the possession of the Company.
2.10 TRADE NAMES, TRADEMARKS, COPYRIGHTS AND OTHER INTANGIBLE PROPERTY.
Schedule C to this Agreement is a schedule of all trade names,
trademarks, service marks, copyrights, or applications therefor, and
other intangible assets owned by the Company or in which the Company
has any rights or licenses. To Sellers' best knowledge, the Company
has not infringed, and is not infringing, on any trade name,
trademark, service mark or copyright belonging to any other person,
firm or corporation. The Company is not a party to any license,
agreement or arrangement, whether as licensor, licensee or otherwise,
with respect to any trademarks, service marks, trade names or
copyrights. The Company owns, or holds, adequate licenses or other
rights to use, all trademarks, service marks, trade names and
copyrights necessary for its business as now conducted (including,
without limitation those listed in Schedule C), and, to Sellers' best
knowledge, that use does not, and will not, conflict with, infringe on
or otherwise violate any rights of others.
2.11 SOFTWARE. Schedule D to this Agreement is a schedule of all software
owned by the Company or in which the Company has any rights or
licenses. The Company and its employees are in full compliance with
and have not violated the terms of any license or other agreement
relating to the possession or use of the software. The Company owns,
or holds adequate licenses or other rights to use, all of the software
necessary for its business as now conducted (including, without
limitation those items listed in Schedule D), and, to Sellers' best
knowledge, that use does not, and will not, conflict with, infringe on
or otherwise violate any rights of others. Seller has obtained all
consents, permission or licenses necessary to allow use of the
software by the Company for its business as now conducted after
completion of the transaction contemplated under this Agreement.
2.12 CONTRACTS. Schedule E to this Agreement is a schedule of all contracts
and agreements to which the Company is a party. The Sellers, at the
request of the Company, have provided true, complete and correct
copies of each contract or agreement to INBI. The Company is not in
default under any of such contracts and agreements. All such contracts
and agreements are in full force and effect and are legal, valid and
binding on the Company and on the other party or parties thereto, and
there has been no breach or material anticipatory breach by any such
other party or parties or any dispute or disagreement between or among
the parties thereto in relation to the subject matter thereof.
2.13 PREMISES LEASE. The Company is the tenant under a lease dated August
1, 1991 with Joseph G. Ward as landlord with respect to premises
consisting of approximately 3,300 square feet on the first floor of
the building located at E. 711 Third Avenue in Spokane, Washington.
The Sellers, at the request of the Company, have provided a true,
complete and correct copy of the lease to INBI, and the lease has not
been amended or modified,
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orally or in writing. Neither the Company, nor, to the best knowledge
of the Sellers, the landlord, is in default under the lease and there
has been no event which, with the giving of notice or passage of time,
would constitute a default. There has been no material anticipatory
breach by any party or any dispute or disagreement between or among
the parties to the lease in relation to the subject matter thereof.
The lease is in full force and effect in accordance with its terms and
is the legal, valid and binding obligation of the Company and the
landlord. The Company has paid all sums due under the lease when due.
The lease term has been extended as provided in Section II of the
lease and will expire on September 30, 2002. The Company has obtained
all consents necessary to allow continued occupancy of the leased
premises by the Company after completion of the transaction
contemplated under this Agreement.
2.14 TITLE TO ASSETS. The Company has good and marketable title to all of
its assets, whether tangible or intangible, which constitute all of
the assets that are used by the Company in connection with its
business. All these assets are free and clear of restrictions or
conditions on transfer or assignment, and free and clear of mortgages,
liens, charges and other encumbrances, except for the lien of current
taxes not yet due and payable.
2.15 INSURANCE. True, complete and correct copies of all policies of fire,
liability, life, and other forms of insurance held by the Company have
been provided to INBI. All such policies are in full force and effect,
and all premiums due thereunder have been paid when due by the
Company.
2.16 EMPLOYMENT MATTERS. Schedule F to this Agreement is a schedule of the
names and rates of compensation as of the date hereof (which rates
will remain the same through the date of closing) of all officers,
directors and employees of the Company, the names, ages and the annual
funded and unfunded benefits payable to all retired employees, if any,
who are receiving or entitled to receive retirement payments or
benefits of any nature whatsoever paid or payable from the funds of
the Company. The Company, at the request of the Sellers, has provided
INBI with true, complete and correct copies of all employment
agreements to which the Company is a party and all agreements or plans
under which the Company is obligated make payments or provide benefits
to retired employees (whether or not such employee is presently
retired). The Company has not received any notice, nor, to the best
knowledge of the Company or the Sellers, is there any reason to
believe, that any executive or key employee of the Company has any
plans to terminate employment with the Company, or that any such
executive or key employee will be unable to devote his or her full
business time to the affairs of the Company prior to the Closing Date,
or after the Closing Date. Mr. Billy Snodgrass, an officer, has
retired as of February 10, 1998. The Company has complied with all
legal requirements relating to the employment of labor. The Company
has not incurred any liability under the Employment Retirement Income
Security Act of 1974 ("ERISA") arising in connection with the
termination of any plan covered by Title IV of ERISA, the breach of a
fiduciary duty or other failure to act in connection with the
Company's 401(k) plan or any employee benefit plan, or any other
violation of or failure to comply with the requirements of ERISA and
the regulations promulgated thereunder. The Company shall cause the
Company's existing 401(k) plan to be terminated on or before
Page 5
<PAGE>
the Closing Date, and shall distribute all funds subject to the plan
to the employees of the Company.
2.17 ABSENCE OF CERTAIN EVENTS. Since November 30, 1997, Sellers are not
aware of any information or claim that the Company has:
2.17.1 discharged or satisfied any lien or encumbrance, or paid any
obligation or liability, whether absolute or contingent, other
than current liabilities having become due and payable since
that date in the ordinary course of business;
2.17.2 declared or made any payment or distribution to shareholders
or purchased or redeemed any of its capital stock except as
provided in this Agreement;
2.17.3 sold or transferred any of its tangible or intangible assets
or canceled any debts or claims, except in each case in the
ordinary course of business;
2.17.4 suffered any loss, damage, or destruction to any of its
properties due to fire or other casualty, whether or not
insured, which loss, damage, or destruction materially and
adversely affects its business, properties, or operations;
2.17.5 issued or sold or agreed to issue or sell any shares of its
capital stock or any option, warrant, or right in respect to
such capital stock, or any promissory notes, evidences of
indebtedness, or any other securities;
2.17.6 mortgaged, pledged or subjected to lien, charge or any other
encumbrance, any of its tangible or intangible assets, except
the lien of current real and personal property taxes not yet
due and payable;
2.17.7 loaned any money or agreed to loan money to any of its
directors, officers or shareholders;
2.17.8 amended its Articles of Incorporation or Bylaws;
2.17.9 conducted its business otherwise than in its ordinary and
usual manner.
Between the date hereof and the Closing Date, neither the
Company nor the Sellers will do any of the things listed above
in this Section 2.17, without the written consent of INBI,
except as expressly contemplated by this Agreement.
2.18 INVESTMENT REPRESENTATION. Each of the Sellers represents and warrants
that it is her present intention to acquire the Shares for investment
purposes and not with a view to the distribution or resale thereof.
Each of the Sellers further acknowledges that the Shares may not be
sold unless such Shares are subject to a registration statement under
the Securities Act of 1933 as then in effect with respect to such
Shares or an exemption from registration is available. For purposes of
this Agreement, a determination that registration of the Shares
Page 6
<PAGE>
is not required in connection with a transaction shall be deemed to
have been made if and when the Sellers, at their request, receive
either (i) an opinion of the staff of the Securities and Exchange
Commission expressed in a "no action" letter to such effect, or (ii)
an opinion of counsel for INBI to such effect. The Sellers further
acknowledge that, at this time, the provisions of Rule 144, as
promulgated pursuant to the provisions of the Securities Act of 1933,
among other things, require each of the Sellers to hold the Shares
acquired hereunder for a period of one year from the closing date.
2.19 DISCLOSURE. Neither this Agreement nor any of the schedules annexed
hereto contains any untrue statement of any material fact or omits to
state any material fact required or necessary to be stated herein in
order to make the statements contained herein not misleading.
2.20 NO VIOLATION OF AGREEMENTS. The execution, delivery and performance of
this Agreement by the Company will not constitute a breach of or cause
the termination of any agreement to which the Company is a party, or
violate any legal requirement to which the Company is subject.
2.21 AUTHORITY TO PERFORM AGREEMENT. The Company has the corporate power to
enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by its
Board of Directors, and no other corporate proceedings on the part of
the Company are necessary to authorize its officers to perform this
Agreement and the transactions contemplated herein.
3 WARRANTIES AND REPRESENTATIONS OF INBI. INBI represents and warrants to
Sellers that the following statements are true and correct on the date
hereof and will be true and correct on the Closing Date as though made on
such date:
3.1 ORGANIZATION AND GOOD STANDING. INBI is a corporation duly
incorporated, validly existing and in good standing under the laws of
the State of Washington and qualified to do business in the State of
Washington
3.2 AUTHORITY TO PERFORM AGREEMENT. INBI has the corporate power to enter
into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by its
Board of Directors, and no other corporate proceedings on the part of
INBI are necessary to authorize its officers to perform this Agreement
and the transactions contemplated herein.
3.3 INBI SHARES. The Shares of INBI to be delivered pursuant to Section
1.1 will be validly issued, fully paid, and non-assessable.
3.4 RESTRICTIVE LEGEND. The certificates for the Shares to be issued
hereunder shall contain a restrictive legend stating as follows:
Page 7
<PAGE>
The Shares evidenced by this certificate have not been registered
under the Securities Act of 1933 (the "Act") as amended, and have
been received by the holder for investment purposes. Said shares
may not be sold or transferred unless (a) they have been
registered under said Act, or (b) the Company has received either
a written opinion of counsel or a "no action" letter from the
Securities and Exchange Commission, in either case in form and
substance acceptable to the Company, to the effect that such
registration is not required under the circumstances of such sale
or transfer.
4 PRE-CLOSING COVENANTS. Between the date of this agreement and the Closing
Date:
4.1 DUE DILIGENCE, CONSENTS. The Company and its employees will cooperate
with INBI in its investigation of the Company's assets, liabilities,
business and capitalization, as well as the Company's financial
condition and prospects. The Company authorizes INBI and such staff,
consultants and experts as INBI deems necessary or desirable, upon
reasonable prior notice to the Company, to make reasonable visits to
the Company's facilities during normal business hours and, on such
occasions, to have full access to the Company's books, records and
staff. Sellers will secure all necessary consents, approvals,
authorizations, exemptions and waivers from third parties that shall
be required in order to enable INBI to effect the transactions
contemplated hereby, and will otherwise use its best efforts to cause
the consummation of the transaction contemplated hereby in accordance
with the terms and conditions hereof.
4.2 CONFIDENTIALITY. INBI and the Company will hold all information
heretofore or hereafter obtained from each other or their advisers or
agents in strict confidence and will use the information so obtained
only for the purpose of evaluating the transaction contemplated by
this Agreement, except as otherwise required by law; provided that,
prior to any disclosure required by law, the disclosing party notifies
the other party in order to provide such other party with an
opportunity to take all appropriate action to avoid or limit
disclosure to the extent consistent with legal obligations. If the
Agreement is terminated, each party agrees to promptly return to the
other, all written information provided, as well as all copies
thereof.
4.3 NO SOLICITATION. Neither the Company nor any Seller, officer,
director, employee, or other person with actual or apparent authority
to act on behalf of the Company, directly or indirectly, will solicit
or discuss with any potential third party buyer any proposals with
respect to the sale to any third party (whether by way of a merger or
otherwise) of all, or any substantial part of, the Company's Stock,
the Company, the assets of the Company or the Company's business,
provide any information relating to the possible sale of the Company
Stock, the Company, the Assets or the Company's business, to any
potential third party buyer, or disclose to any potential third party
buyer the fact that the Company is, or the Stock or assets of the
Company or the Company's business are, for sale. The Company
acknowledges to INBI that the Company is unique and that INBI shall
have the right, in addition to any other rights it may have, to
specific enforcement against the Company of INBI's rights under this
Section.
Page 8
<PAGE>
4.4 CONDUCT OF BUSINESS. The Company shall: (1) conduct its business only
in the ordinary course and in a manner consistent with past practices;
(2) not make any distribution or pay other compensation (whether by
way of dividend, payment of debt, management fee or compensation in
addition to the monthly compensation paid to officers, directors and
employees of the Company as of November 30, 1997) to the Sellers or
any entity in which the Sellers or any affiliate of such Sellers has
an interest; (3) not grant any executive salary adjustment or bonus
other than pursuant to compensation programs existing on November 30,
1997 and not enter into any employment contracts or amendments to
existing employment agreements other than offers of at-will employment
to nonmanagement personnel; (4) not make any capital expenditures or
disposition of the Company's equipment or other assets (tangible or
intangible) or other material transactions involving the Company; (5)
use its best efforts to maintain its employee work force at its
present level and composition and make no adjustment in wages or hours
of work, nor enter into any union contract or adopt any new pension,
benefit or severance plan, except in the ordinary course of business
consistent with past practice; (6) not disclose the terms of this
Agreement to any persons except to the Company's employees on a need
to know basis, attorneys, and accountants contacted in connection with
the transaction; (7) and account for all transactions and business of
the Company in accordance with generally accepted accounting
principles, consistently applied and consistent with past practice.
The Company shall promptly notify INBI if the Company fails to conduct
its business in the manner provided for in this Section and of any
event or occurrence which could materially affect the business,
operations or prospects of the Company.
4.5 EMPLOYEES. The Sellers, if requested by INBI, shall assist INBI in
securing the continued employment by the Company or INBI, as the case
may be, of those employees of the Company identified by INBI and each
Seller further agrees to continue her employment with the Company
after the Closing Date. The compensation of each employee (in an
amount not less than the compensation received by such employee during
the fiscal year ended November 30, 1997) the duties and
responsibilities of each employee, and the terms and conditions of
employment shall be in such amount, form and manner as shall be
mutually acceptable to INBI and the employee.
4.6 COVENANTS NOT TO COMPETE. At its option, INBI may require each Seller
to agree not to compete with the Company within the market area of the
Company, INBI or its subsidiaries for a period of three (3) years from
the date of voluntary termination by the employee, if such termination
occurs during a period ending five (5) years from the Closing Date.
The "market area" shall be that market area in existence on the date
of termination of employment. The form of the Sellers' covenant not to
compete is attached hereto as Schedule G.
4.7 PUBLICITY. Any publicity relating to this transaction and the method
of its release shall be approved by INBI and the Company, unless
otherwise required by law. To the extent a press release is required
by law, INBI or the Company, as the case may be, shall provide the
other party with an opportunity to review and comment on such press
release prior to the distribution thereof. Promptly following Closing,
INBI and the Company shall issue a joint
Page 9
<PAGE>
press release regarding the transaction
5 CONDITIONS TO CLOSING.
5.1 INBI'S CONDITIONS. The obligations of INBI to close hereunder on the
Closing Date are subject to the fulfillment at or prior to the Closing
Date of each of the following conditions:
5.1.1 INBI shall have received reports and opinions on such legal and
other matters in connection with the transactions as INBI deems
pertinent, and INBI is satisfied with the condition, operations
and prospects of the Company.
5.1.2 The acquisition shall have been approved by the Board of
Governors, or staff if authorized, of the Federal Reserve
System.
5.1.3 The representations and warranties of Sellers contained herein
shall be true and correct in all material respects on the
Closing Date with the same force and effect as though such
representations and warranties have been made on and as of the
Closing Date.
5.1.4 Sellers shall have performed and complied with all material
terms, covenants, and conditions of this Agreement to be
performed or complied with by them on or before the Closing
Date.
5.1.5 Sellers shall have cancelled all employment understandings,
effective on the Closing Date, and shall have taken such action
as may be necessary to terminate the Company's 401(k) plan,
effective on the Closing Date, with the assets distributed to
the participants in the manner required by applicable law.
5.1.6 No action or proceeding shall have been instituted or
threatened to restrain or prohibit or invalidate the
transactions contemplated by this Agreement or which might
affect the right of INBI to own, operate or control after the
Closing Date the assets, property and business of the Company.
5.1.7 There shall have been no material adverse change in the
Company's business, operations, financial condition or
prospects from November 30, 1997 to Closing. The Company shall
not have changed the nature of its business, and shall have
operated only in the ordinary course since November 30, 1997.
No damage, destruction or loss (whether or not covered by
insurance) and no other event materially or adversely affecting
the business, properties, financial condition or prospects of
the Company shall have occurred.
5.1.8 The Company shall be a HUD nonsupervised mortgage loan
correspondent on the closing date qualified in all respects to
participate in the HUD insured and conventional long-term
mortgage process.
Page 10
<PAGE>
5.2 SELLERS' CONDITIONS. The obligations of Sellers to close hereunder on
the Closing Date are subject to the fulfillment at or prior to the
Closing Date of each of the following conditions:
5.2.1 The representations and warranties of INBI contained herein
shall be true and correct in all material respects on the
Closing date with the same force and effect as though such
representations and warranties had been made on and as of the
Closing Date.
5.2.2 INBI shall have performed and complied with all material terms,
covenants, and conditions of this Agreement to be performed or
complied with by it on or before the Closing Date.
6 CLOSING.
6.1 CLOSING. The closing under this Agreement shall take place in the
offices of Paine Hamblen Coffin Brooke & Miller at 4:00 p.m. PST,
February 27, 1998 (the "Closing Date"), or such other place and time
as the parties hereto shall agree upon.
6.2 DELIVERY. On the Closing Date, each party shall deliver to the other
all funds, documents, and stock certificates required by the
provisions of this Agreement to effectuate the transaction described
herein. Sellers shall deliver certificates representing all issued and
outstanding shares of the Company, duly endorsed in favor of INBI, to
Company to be reissued in the name of INBI. INBI shall issue and
deliver to the Sellers certificates evidencing the Shares with the
restrictive legend set forth in Section 3.4, in accordance with
Section 1.1, and shall pay the sum required under Section 1.2.
6.3 RESIGNATIONS. On the Closing Date all directors of the Company shall
deliver their resignations from the Board of Directors of the Company
to INBI, and all officers of the Company shall deliver their
resignations as officers of the Company to INBI.
7 GENERAL PROVISIONS.
7.1 INDEMNIFICATION. The Sellers and INBI shall indemnify, defend and hold
harmless the other against and in respect of all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries
and deficiencies, including interest, penalties and reasonable
attorneys fees, that the other shall incur or suffer, which arises,
results from or relates to any breach of any of the representations,
warranties or covenants in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished
under this Agreement. The party seeking indemnification shall properly
notify the other party of any claim, demand or matter known to it to
which the indemnification obligations would apply, and shall give the
other party a reasonable opportunity to defend the same at its own
expense and with counsel of its own selection; provided, however, that
the party seeking indemnification shall at all times also have the
right to fully participate in the defense at its own expense. If the
party against whom the indemnification is sought shall, within a
reasonable time after notice, fail to defend or pay, the party seeking
indemnification shall have the right, but not
Page 11
<PAGE>
the obligation, to undertake the defense of and to compromise or
settle (exercising reasonable business judgment) the claim or other
matter on behalf of, for the account of and at the risk of the other
party. If the claim is one that cannot by its nature be defended
solely by the party giving notice (including, without limitation, any
federal or state tax proceeding), then the other party shall make
available all information and assistance that the notifying party may
reasonably request. This indemnity shall survive the Closing Date.
7.2 IMPLEMENTATION. The parties covenant and agree that they shall execute
or cause to be executed any and all further instruments and documents
and will perform or will cause to be performed any and all further
acts necessary to accomplish the transactions herein contemplated.
7.3 MATERIALITY. The parties hereto agree that all representations,
covenants, and warranties of Sellers and INBI herein are material.
7.4 WAIVERS. No waiver by INBI of any provision of this Agreement shall be
construed as a future waiver of the same or other rights of INBI
arising from this Agreement.
7.5 TIME OF ESSENCE. Time shall be of the essence of each and every
provision of this Agreement.
7.6 SUCCESSORS IN INTEREST. This Agreement shall be binding upon and inure
to the benefit of the successors in interest of the parties hereto.
7.7 NOTICES. Any notice, request, or other document to be given under this
Agreement after the date hereof by any party hereto to any other shall
be in writing and shall be delivered personally or sent by mail,
postage prepaid,
if to Sellers at 711 E. Third Ave.
Spokane, WA 99202
and if to INBI at: The Paulsen Center
421 W. Riverside Ave.
Spokane, WA 99201-0403.
ATT: President
7.8 SURVIVAL. The parties agree that the representations, warranties and
covenants contained in this Agreement shall survive the Closing Date.
7.9 VENUE AND ATTORNEYS' FEES. In the event that suit be brought to
enforce any of the provisions of this Agreement, the parties agree
that the law of the State of Washington shall govern, and that venue
shall be laid in Spokane County, Washington. In the event of any such
suit, the prevailing party shall be entitled to its reasonable costs
of suit, including attorneys' fees, both at trial and upon appeal.
Page 12
<PAGE>
7.10 SCHEDULES. Any schedules attached to this Agreement are incorporated
herein by the respective references in this Agreement as though fully
set forth herein.
7.11 MERGER. This Agreement contains the complete and final agreement of
the parties hereto and is intended as an exclusive statement of their
intent and incorporates and supersedes all prior and contemporaneous
negotiations and agreements, including the Letter dated January 15,
1998 and accepted by the Sellers and the Company on January 20, 1998,
and it may not be supplemented or modified by evidence, either oral or
written, of any such matters, or by course of dealing, but only upon
the written agreement of all parties hereto.
7.12 COUNTERPARTS. For the convenience of the parties hereto, this
Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
7.13 EXPENSES. Whether or not the transaction contemplated in this
Agreement is consummated, each of the Sellers, the Company and INBI
will bear its own expenses for legal, accounting and other
professional fees incurred in connection therewith, except as
otherwise specifically provided in this Agreement.
7.14 BROKERS. The Company and INBI agree to indemnify and hold the other
harmless from any brokerage, finders, investment bankers or financial
advisors fees and expenses arising for their respective accounts with
respect to the transaction described herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
INLAND NORTHWEST BANCORPORATION INC.
By: /s/ F.M. Schunter
-----------------------------------------
F.M. Schunter, President
HEGE COMPANY INC. dba CREATIVE MORTGAGES
By: /s/ Cheryl L. Ries
-----------------------------------------
Cheryl L. Ries, President
SELLERS:
Page 13
<PAGE>
/s/ Cheryl L. Ries
---------------------------------------------
Cheryl L. Ries
/s/ Karen J. Linzenmeyer
---------------------------------------------
Karen J. Linzenmeyer
/s/ Linda R. Carabin
---------------------------------------------
Linda R. Carabin
/s/ Brenda F. Blair
---------------------------------------------
Brenda F. Blair
Page 14
<PAGE>
SCHEDULE A-LIABILITIES AND LITIGATION
<TABLE>
<S> <C>
1. Balance due on the personal indebtedness incurred by the Sellers in connection $ 147,000
with the repayment by the Company of monies incorrectly received from an investor
mortgagee during the fiscal year ended November 30, 1994.
2. Rent due under real property lease dated August 1, 1991 with Joseph G. Ward as 1998 - $23,900
landlord with respect to premises consisting of approximately 3,300 square feet on 1999 - $26,400
the first floor of the building located at E. 711 Third Avenue in Spokane, 2000 - $26,950
Washington. (Does not include real property taxes, utilities, insurance or 2001 - $26,950
maintenance paid by tenant under the lease) 2002 - $24,750
3. Notes due Shareholders.
Face Amounts - Cheryl Ries - $55,695.77 @ 7%
Karen Linzenmeyer - $55,695.77 @ 7%
Linda Carabin - $33,536.18 @ 7%
Brenda Blair - $25,153.28 @ 7% $ 8,003
4. Copier leases 1998 - $10,200
1999 - $10,200
5. Civil Action (Raney v. Hansen, Howes and Hege Company, Inc.) $ 0
</TABLE>
<PAGE>
SCHEDULE B-TANGIBLE PERSONAL PROPERTY
SEE ATTACHED SCHEDULE
<PAGE>
<TABLE>
<CAPTION>
Hege Company, Inc. dba Creative Mortgage Page
Client: Depreciation Report 02/04/98
Type: Book For the 12 Months Ended 11/30/97 10:38:5
- ------------------------------------------------------------------------------------------------------------------------------------
Service Cls Life Meth Orig Cost Adj Basis Salvage Prior Accum Current AFT/Sec. 179 Total Depr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15-15-0000 Office Equipment
15-15-0001 Copy Machine-Panasonic
3/01/87 5 5y a 2,755.00 .00 .00 2,755.00 .00 .00 2,755.00
15-15-0002 Postage Scale
11/01/87 5 5y a 404.00 .00 .00 404.00 .00 .00 404.00
15-15-0003 Desk & Chairs
8/01/88 5 5y a 366.00 .00 .00 366.00 .00 .00 366.00
15-15-0004 Typewriter - Royal
9/01/88 5 5y a 375.00 .00 .00 375.00 .00 .00 375.00
15-15-0005 Microwave
9/01/88 5 5y a 240.00 .00 .00 240.00 .00 .00 240.00
15-15-0006 Refrigerator
9/01/88 5 5y a 248.00 .00 .00 248.00 .00 .00 248.00
15-15-0007 Credonza - walnut
9/01/88 5 5y a 137.00 .00 .00 137.00 .00 .00 137.00
15-15-0008 Computer Desk
9/01/88 5 5y a 248.00 .00 .00 248.00 .00 .00 248.00
15-15-0009 Typewriter, Royal brand
4/01/90 5 5y a 835.00 .00 .00 834.67 .00 .00 834.67
15-15-0010 Typewriter, Canon Brand
5/01/90 5 5y a 861.00 .00 .00 859.95 .00 .00 859.95
15-15-0011 Typewriter, AP110-11
7/01/90 5 5y a 754.00 .00 .00 753.77 .00 .00 753.77
15-15-0013 Telephone Lines (x2)
1/28/92 5 5y a 448.00 .00 .00 433.80 14.20 .00 448.00
15-15-0014 Computer Software, Dynatek
2/26/92 5 5y a 17,732.00 .00 887.00 16,845.20 .00 .00 16,845.20
15-15-0015 Computer Hardware, Network
3/11/92 5 5y a 16,184.00 .00 809.00 15,375.40 .00 .00 15,375.40
15-15-0016 Computer Lines
3/11/92 5 5y a 731.00 .00 .00 696.60 36.40 .00 731.00
15-15-0017 Computer Monitors (x3) VGA
3/11/92 5 5y a 842.00 .00 .00 799.20 42.10 .00 841.30
15-15-0018 Printer - LaserJet III
3/11/92 5 5y a 1,643.00 .00 .00 1,560.80 62.15 .00 1,642.95
15-15-0019 Printer LaserJet IIIEI
3/11/92 5 5y a 3,815.00 .00 191.00 3,624.00 .00 .00 3,624.00
15-15-0020 Printer LaserJet IIIGI
3/11/92 5 5y a 3,815.00 .00 191.00 3,624.00 .00 .00 3,624.00
15-15-0021 Software WordPerfect 5.1
3/11/92 5 5y a 2,551.00 .00 .00 2,423.60 127.40 .00 2,551.00
15-15-0022 Network Structure
4/02/92 5 5y a 7,236.00 .00 482.00 6,753.60 .40 .00 6,754.00
15-15-0023 Modem
4/22/92 5 5y a 378.00 .00 .00 346.80 31.20 .00 378.00
15-15-0024 Computer Marketing Department
10/06/92 5 5y a 4,031.00 .00 672.00 3,358.60 .40 .00 3,359.00
15-15-0025 All Rega Software
12/02/92 5 5y a 420.00 .00 .00 336.00 84.00 .00 420.00
15-15-0026 Server Hard Drive
11/02/94 5 5y a 440.00 .00 .00 187.08 89.80 .00 276.88
15-15-0027 Mannermann Tally Printer
5/26/93 5 5y a 750.00 .00 .00 525.00 150.00 .00 675.00
</TABLE>
<PAGE>
SCHEDULE C-INTANGIBLES
NONE
<PAGE>
SCHEDULE D-SOFTWARE
Dynatek
Word Perfect 5.1
All Regs
<PAGE>
SCHEDULE E-CONTRACTS
REAL PROPERTY LEASE dated August 1, 1991 with Joseph G. Ward - 3,300 square feet
on the first floor of the building located at E. 711 Third Avenue in Spokane,
Washington.
EMPLOYMENT AGREEMENTS
1. M. Patricia Bogenreif - April 1, 1994
2. RoseAnn M. Lindsey (Smith) - March 3, 1991
3. Steve Yrigoyen - January 9, 1998
NOTES DUE SHAREHOLDERS
1. Cheryl Ries - $55,695.77 @ 7%
2. Karen Linzenmeyer - $55,695.77 @ 7%
3. Linda Carabin - $33,536.18 @ 7%
4. Brenda Blair - $25,153.28 @ 7%
COPIER LEASES
1. Alco Capital Associates - 1/11/95 (60 mo @ $179/mo)
2. Automated Office Systems - 1/23/95 (60 mo @ $671/mo)
CORRESPONDENT/BROKER AGREEMENTS
1. Mortgage Loan Origination Agreement for Brokers - WESTMARK MORTGAGE
CORPORATION
2. Correspondent Agreement - WESTERN SUNRISE MORTGAGE
3. Mortgage Origination Agreement - WASHINGTON STATE HOUSING FINANCE
COMMISSION HOME OWNERSHIP PROGRAM
4. Broker Agreement - UNICOR MORTGAGE
5. Mortgage Broker Agreement - TREO FUNDING
6. Sale Agreement for Purchase of mortgage Loans - THE MORTGAGE AUTHORITY
7. Broker/Lender Agreement - RESIDENTIAL MONEY CENTERS, INC.
8. Approval letter dated 12/10/97 - RESOURCE BANCSHARES MORTGAGE GROUP, INC.
9. Wholesale Broker Agreement - QUALITY MORTGAGE USA, INC.
10. VA Authorized Agent/Sponsored HUD Loan Correspondent Agreement - NORTH
AMERICAN MORTGAGE COMPANY
11. Broker Agreement - NORTH AMERICAN MORTGAGE COMPANY
12. Approval letter dated 12/19/95 - THE MONEY STORE
13. Broker Agreement - METWEST MORTGAGE SERVICES, INC.
14. Agreement from Originating Broker to Meritage - MERITAGE MORTGAGE
CORPORATION
15. Broker Agreement - LONG BEACH MORTGAGE COMPANY
16. Loan Broker Agreement - GUARANTY HOME EQUITY CORPORATION
17. Loan Brokerage Agreement - FORD CONSUMER FINANCE COMPANY
18. Broker Agreement - FIRST NATIONAL MORTGAGE EXCHANGE, INC. D/B/A FIRST
COLONY FINANCIAL GROUP AND D/B/A FINAMEX FINANCIAL, INC.
19. Agreement - ERISA DIVERSIFIED SERVICES, INC.
20. Loan Brokerage Agreement - DIVERSIFIED FUNDING, INC.
21. Broker Agreement - COUNTRYWIDE FUNDING CORPORATION
<PAGE>
22. Corespondent/Broker Agreement - THE CORNERSTONE FINANCIAL GROUP, INC.
23. Eligibility letter dated 10/9/97 - CARL I. BROWN MORTGAGE (FT MORTGAGE
COMPANIES)
24. Wholesale Correspondent Agreement - FT MORTGAGE COMPANIES
25. Broker Approval Form - BMAC
26. Broker Agreement - ASHLAND MORTGAGE CORPORATION
27. Broker Agreement - ALLIANCE BANCORP
28. Settlement Service Provider Agreement - ADVANTA FINANCE CORP.
29. Mortgage Origination Agreement - ACCREDITED HOME LENDERS
<PAGE>
SCHEDULE F-EMPLOYMENT MATTERS
SEE ATTACHED SCHEDULES
Cheryl Ries
Karen Linzenmeyer
Linda Carabin
Brenda Blair
M. Patricia Bogenreif
RoseAnn M. Lindsey (Smith)
Steve Yrigoyen
Sandra E. Solomon
Kevin Blair
Karen J. Merritt
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 1
Time: 7:14 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 019 Name STEVEN J. TRIGOTEM Birth 11/10/53
Address S. 1422 ROBINHOOD Hire 03/01/89 1/9/98
City SPOKANE State WA Zip 99206 Raise
Phone (509) 926-0308 S.S.# ###-##-#### Review
Sex Male Marital Status Single Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Monthly
Title LOAN OFFICER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Monthly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
0.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 1 Allowances S Additional Withholding $ 0.00 EIC D
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate Sate WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 0.00 12830.13 0.00
Federal Taxable Wages 0.00 0.00 12188.62 0.00
Social Security Taxable Wages 0.00 0.00 12830.13 0.00
Medicare Taxable Wages 0.00 0.00 12830.13 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 12830.13 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 0.0000 0.00 0.00 12830.13 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 1
Time: 7:13 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 030 Name SANDRA E. SOLOMON Birth 03/05/53
Address 1010 W. HOLTOKE Hire 12/01/92
City SPOKANE State WA ZIP 99208 Raise 07/01/93
Phone (509) 327-5328 S.S.# ###-##-#### Review 07/01/94
Sex Female Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Weekly
Title LOAN CLOSER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: WEEKLY
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
20400.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 3 Allowances O Additional Withholding $ 0.00 EIC 0
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 5850.00 26183.29 0.00
Federal Taxable Wages 0.00 5674.50 25397.79 0.00
Social Security Taxable Wages 0.00 5850.00 26183.29 0.00
Medicare Taxable Wages 0.00 5850.00 26183.29 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 966.71 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
14 OVERRIDE S 0.0000 0.00 750.00 5783.29 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 1
Time: 6:46 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 001 Name BRENDA F. BLAIR Birth 01/24/61
Address RT 1 Box 75 Hire 03/01/89
City DAVENPORT State WA Zip 99122 Raise 01/01/92
Phone (509) 328-4917 S.S.# ###-##-#### Review 09/01/91
Sex Female Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Semimonthly
Title LOAN PROCESSOR/ASST SECRETARY Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.00 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Semimonthly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
30840.00/yr 0.00 0.00 Hours 0.00 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 3 Allowances 2 Additional Withholding $ 0.00 EIC 0
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 7710.00 30840.00 0.00
Federal Taxable Wages 0.00 7555.80 30223.20 0.00
Social Security Taxable Wages 0.00 7710.00 30840.00 0.00
Medicare Taxable Wages 0.00 7710.00 30840.00 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 0.0000 0.00 0.00 0.00 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
14 OVERRIDE S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 3
Time: 6:46 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 002 Name KEVIN BLAIR Birth 04/30/64
Address RT 1 BOX 75 Hire 03/16/90
City DAVENPORT State WA Zip 99122 Raise 09/01/93
Phone (509) 328-4917 S.S.# ###-##-#### Review 09/30/94
Sex Male Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Weekly
Title ADMIN ASST Date 07/21/94 Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Weekly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
16800.00/yr. 0.00 0.00 Hours 0.00 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 3 Allowances 2 Additional Withholding $ 0.00 EIC 0
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 4950.00 22583.29 0.00
Federal Taxable Wages 0.00 4603.50 21002.45 0.00
Social Security Taxable Wages 0.00 4950.00 22583.29 0.00
Medicare Taxable Wages 0.00 4950.00 22583.29 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 3666.71 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
14 OVERRIDE S 0.0000 0.00 750.00 5783.29 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 1
Time: 7:13 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 037 Name M. PATRICIA BOGENRIEF Birth 03/09/44
Address 1216 E. BALDWIN AVENUE Hire 04/01/94
City SPOKANE State WA Zip 99207 Raise
Phone (509) 483-1227 S.S.# ###-##-#### Review
Sex Female Marital Status Single Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: WEEKLY
Title LOAN OFFICER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: WEEKLY
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
0.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC. SEC. No MCARE No FUTA No SUI No
Fed Filing Status Allowances 99 Additional Withholding $ 410.05 EIC D
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 9338.66 30700.08 0.00
Federal Taxable Wages 0.00 9151.88 29945.88 0.00
Social Security Taxable Wages 0.00 9338.66 30700.08 0.00
Medicare Taxable Wages 0.00 9338.66 30700.08 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 0.0000 0.00 9338.66 30700.08 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 5
Time: 6:46 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 003 Name LINDA R. CARABIN Birth 06/22/48
Address 17805 E. CATALDO Hire 03/01/89
City GREENACRES State WA ZIP 99016 Raise 01/01/92
Phone (509) 924-1176 S.S.# ###-##-#### Review 09/01/91
Sex female Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Weekly
Title CLOSER/OPERATIONS MANAGER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Monthly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
37740.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC. SEC. No MCARE No FUTA No SUI No
Fed Filing Status 2 Allowances o Additional Withholding $ 0.00 EIC D
State 1 Tax Table 65 WASHINGTON Allowances o Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances o Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 10030.00 39035.00 0.00
Federal Taxable Wages 0.00 9622.83 35727.33 0.00
Social Security Taxable Wages 0.00 10030.00 39035.00 0.00
Medicare Taxable Wages 0.00 10030.00 39035.00 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
14 OVERRIDE S 0.0000 0.00 595.00 1295.00 0.00
15 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 5
Time: 7:14 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 016 Name ROSEANN H. LINDSEY Birth 12/10/38
Address 2511 W. ROSEWOOD AVE. Hire 09/11/89
City SPOKANE State WA Zip 99208 Raise
Phone (509) 325-8351 S.S.# ###-##-#### Review
Sex Female Marital Status single Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Weekly
Title LOAN OFFICER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Weekly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
0.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 1 Allowances 1 Additional Withholding $ 0.00 EIC D
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 6940.93 29443.70 0.00
Federal Taxable Wages 0.00 6240.24 26499.33 0.00
Social Security Taxable Wages 0.00 6940.93 29443.70 0.00
Medicare Taxable Wages 0.00 6940.93 29443.70 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 608.4200 0.00 6940.93 29443.70 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 3
Time: 7:06 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 086 Name KAREN LINZEMMEYER Birth 09/19/45
Address 19820 N. SOUTHBANK ROAD Hire 03/01/89
City NINE MILE FALLS State WA Zip 99026 Raise 09/01/90
Phone (509) 466-2367 S.S.# ###-##-#### Review 09/01/91
Sex Female Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: MONTHLY
Title LOAN OFFICER/PRODUCTION MGM Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: MONTHLY
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
64800.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC. SEC. No MCARE No FUTA No SUI No
Fed Filing Status 3 Allowances 99 Additional Withholding $ 270.00 EIC D
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 16200.00 62200.00 0.00
Federal Taxable Wages 0.00 15876.00 60996.00 0.00
Social Security Taxable Wages 0.00 16200.00 62200.00 0.00
Medicare Taxable Wages 0.00 16200.00 62200.00 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 0.00 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 0.0000 0.00 0.00 0.00 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
14 OVERRIDE S 0.0000 0.00 0.00 100.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 1
Time: 7:14 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 009 Name KAREN J. MERRITT Birth 01/27/35
Address E. 6816 11TH AVE Hire 06/01/90
City SPOKANE State WA Zip 99212 Raise 06/01/93
Phone (509) 927-9312 S.S.# ###-##-#### Review 06/01/96
Sex Female Marital Satus Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept S SALARIED Vacation: Semimonthly
Title LOAN PROCESSOR Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Semimonthly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
11832.00 0.00 0.00 Hours 0.00 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status 1 Allowances 0 Additional Withholding $ 0.00 EIC D
State 1 Tax Table 65 WASHINGTON Allowances 0 Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances 0 Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate Sate WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 2958.00 11972.34 0.00
Federal Taxable Wages 0.00 2662.20 10775.11 0.00
Social Security Taxable Wages 0.00 2958.00 11972.34 0.00
Medicare Taxable Wages 0.00 2958.00 11972.34 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 2958.00 11972.34 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
14 OVERRIDE S 0.0000 0.00 0.00 140.36 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 3
Time: 7:10 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 013 Name CHERYL L. RIES Birth 12/19/46
Address 7423 W GREENWOOD RD Hire 03/01/89
City SPOKANE State WA Zip 99224 Raise
Phone (509) 747-8482 S.S.# ###-##-#### Review
Sex Female Marital Status Married Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept $ SALARIED Vacation: Weekly
Title PRESIDENT/CEO Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Weekly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
14400.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status Allowances 99 Additional Withholding $ 120.00 EIC 0
State 1 Tax Table 65 WASHINGTON Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances O Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 1200.00 12050.00 0.00
Federal Taxable Wages 0.00 1140.00 10905.00 0.00
Social Security Taxable Wages 0.00 1200.00 12050.00 0.00
Medicare Taxable Wages 0.00 1200.00 12050.00 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 1200.00 12050.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
14 OVERRIDE S 0.0000 0.00 0.00 800.00 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Date: 12/30/97 HEGE COMPANY, INC. Page no. 7
Time: 7:10 AM 711 E. THIRD AVENUE
SPOKANE, WA 99202
E m p l o y e e D i r e c t o r y
- ---- Employee Data ---------------------------------------------------------------------------- ---- Dates ------------------------
Code 017 Name BILLY F. SNODGRASS Birth 07/01/37
Address 2032 W. DIAMOND BAR RD Hire 03/01/89
City RATHDRUM State ID Zip 83858 Raise
Phone (509) 448-6665 S.S.# ###-##-#### Review
Sex Male Marital Status Single Promotion
Origin Memo Termination
- ---- Payment Information -----------------------------------------------------------------------------------------------------------
Dept S SALARIED Vacation: Monthly
Title LOAN OFFICER Date Accrued 0.000 Max 160.000
Pay Suspended No Direct Deposit No Hours 0.000 Paid 0.000
Frequency Semimonthly
Pay Type Salary Sick Time: Monthly
Amount Overtime 1 Overtime 2 Date Accrued 0.000 Max 80.000
0.00 0.00 0.00 Hours 0.000 Paid 0.000
- ---- Tax Information ---------------------------------------------------------------------------------------------------------------
Exempt: SOC SEC. No MCARE No FUTA No SUI No
Fed Filing Status Allowances 99 Additional Withholding $ 144.41 EIC 0
State 1 Tax Table 65 WASHINGTON Allowances 0 Additional Withholding $ 0.00 Medi # O $ 0.00
State 2 Tax Table Allowances 0 Additional Withholding $ 0.00 Medi # O $ 0.00
Calc Sui Tax Table 65 WASHINGTON
Calculate State WH based on the State Wages Were Earned? No
Local 1 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 2 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 3 Tax Table 0 GEN No Additional Withholding $ 0.00
Local 4 Tax Table 0 GEN No Additional Withholding $ 0.00
- ---- Standard Earnings -------------------------------------------------------------------------------------------------------------
Description Month Quarter Year Next
Total Wages 0.00 3093.03 22445.62 0.00
Federal Taxable Wages 0.00 2938.38 21323.33 0.00
Social Security Taxable Wages 0.00 3093.03 22445.62 0.00
Medicare Taxable Wages 0.00 3093.03 22445.62 0.00
FUTA Taxable Wages 0.00 0.00 7000.00 0.00
State 1 Taxable Wages 0.00 0.00 0.00 0.00
State 2 Taxable Wages 0.00 0.00 0.00 0.00
SUI Taxable Wages 0.00 1947.41 21300.00 0.00
SDI Taxable Wages 0.00 0.00 0.00 0.00
Local 1 Taxable Wages 0.00 0.00 0.00 0.00
Local 2 Taxable Wages 0.00 0.00 0.00 0.00
Local 3 Taxable Wages 0.00 0.00 0.00 0.00
Local 4 Taxable Wages 0.00 0.00 0.00 0.00
Tips 0.00 0.00 0.00 0.00
EIC 0.00 0.00 0.00 0.00
- ---- User Defined Earnings ---------------------------------------------------------------------------------------------------------
Code Description Frq Amt Month Quarter Year Next
12 COMMISSION S 0.0000 0.00 3093.03 22445.62 0.00
13 BONUSES S 0.0000 0.00 0.00 0.00 0.00
</TABLE>
<PAGE>
SCHEDULE G
COVENANT NOT TO COMPETE.
The undersigned agrees that in the event of her voluntary resignation of
employment with the Company, she will not, for a period of three (3) years,
directly or indirectly, own, manage, operate, join, control or participate in or
be connected as an officer, employee, partner or otherwise, with any mortgage
brokerage or banking business in any area in which the Company or INBI or Inland
Northwest Bank is at that time engaged in the mortgage brokerage or banking
business. This covenant shall last for a period of five (5) years after Closing
Date. The undersigned acknowledges that the remedy at law for a breach of the
foregoing will be inadequate and the INBI shall, in addition to all remedies
available at law or in equity, be entitled to injunctive relief.
<PAGE>
<TABLE>
<CAPTION>
Hege Company, Inc. dba Creative Mortgage Page
Client: 00541 Depreciation Report 02/04/98
Type: Book For the 12 Months Ended 11/30/97 10:38:5
- ------------------------------------------------------------------------------------------------------------------------------------
Service Cls Life Meth Orig Cost Adj Basis Salvage Prior Accum Current AFT/Sec. 179 Total Depr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15-15-0028 Dynatek Software - Laptop
4/02/93 5 5y a 1,485.00 .00 .00 1,090.80 297.60 .00 1,388.60
15-15-0029 Hewitt Rand computer
1/11/93 5 5y a 1,986.00 .00 .00 1,555.60 397.20 .00 1,952.80
15-15-0030 Compaq Laptop
4/06/93 5 5y a 2,168.00 .00 578.00 1,589.80 .20 .00 1,590.00
15-15-0031 Toshibla Laptop
4/14/93 5 5y a 1,615.00 .00 431.00 1,184.00 .00 .00 1,184.00
15-15-0032 Toshibla Lapro
4/26/93 5 5y a 1,429.00 .00 405.00 1,024.40 .00 .00 1,024.40
15-15-0033 HP Laserjet IIIP
3/22/93 5 5y a 997.00 .00 266.00 731.20 .00 .00 731.20
15-15-0034 HP Deskjet 500
3/22/93 5 5y a 536.00 .00 144.00 392.60 .00 .00 392.60
15-15-0035 Hewist Rand Computer
1/11/93 5 5y a 1,986.00 .00 431.00 1,553.60 .00 .00 1,555.60
15-15-0036 Sharp LD116 Fax
10/22/93 5 5y a 300.00 .00 .00 185.00 60.00 .00 245.00
15-15-0037 Expansion Slots Phones
11/08/93 5 5y a 1,388.00 .00 332.00 855.80 .20 .00 856.00
15-15-0038 Mannermann Tally Printer
11/09/93 5 5y a 961.00 .00 .00 592.60 192.20 .00 784.80
15-15-0039 Hyundai computer Monitor
11/09/93 5 5y a 301.00 .00 .00 185.60 60.20 .00 265.80
15-15-0052 Copier Accessories - Panasonic
12/01/88 7 7y a 178.00 .00 .00 175.86 .00 .00 175.60
15-15-0054 Fax Machine
12/01/88 7 7y a 721.00 .00 .00 721.00 .00 .00 721.60
15-15-0055 Hard Drive
5/01/90 7 7y a 614.00 .00 .00 577.13 36.55 .00 613.68
15-15-0056 Computer Printer
5/01/90 7 7y a 140.00 .00 .00 132.00 8.00 .00 140.00
15-15-0058 Modem
10/01/90 7 7y a 166.00 .00 .00 147.15 18.87 .00 166.00
15-15-0059 Camera
10/01/90 7 7y a 162.00 .00 .00 142.42 19.29 .00 161.71
15-15-0060 Toshiba Phone System
1/31/91 7 7y a 6,311.00 .00 993.00 5,318.71 .00 .00 5,318.71
15-15-0064 Nokia Color Monitor
7/31/95 5 5y a 464.00 .00 .00 123.73 92.80 .00 216.53
15-15-0065 Power Back Up
9/30/95 5 5y a 299.00 .00 .00 69.77 59.80 .00 129.57
15-15-0066 6 meg RAM
2/21/95 5 5y a 270.00 .00 .00 96.50 54.00 .00 148.51
Subgroup Totals
92,728.00 .00 7,012.00 82,556.32 1,954.96 .00 84,509.21
Group 15-15 Totals
92,728.00 .00 7,012.00 82,556.32 1,954.96 .00 84,509.21
Group 15 Totals
92,728.00 .00 7,012.00 82,556.32 1,954.96 .00 84,509.21
20-20-0000 Furniture
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Hege Company, Inc. dba Creative Mortgage Page 2
Client: 00541 Depreciation Report 02/04/98
Type: Book For the 12 Months Ended 11/30/97 10:38:5
- ------------------------------------------------------------------------------------------------------------------------------------
Service Cls Life Meth Orig Cost Adj Basis Salvage Prior Accum Current AFT/Sec. 179 Total Depr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20-20-0001 Executive Desk & Chair
2/02/96 7 7y a 250.00 .00 .00 71.42 35.71 .00 107.13
20-20-0002 Furniture
2/02/96 7 7y a 766.00 .00 .00 218.86 109.43 .00 328.29
20-20-0003 Royal-typewriter
8/01/88 5 5y a 125.00 .00 .00 125.00 .00 .00 125.00
20-20-0004 Computer & Printer
9/01/88 5 5y a 6,290.00 .00 .00 4,290.00 .00 .00 4,290.00
20-20-0005 Desk - Oak
12/04/90 5 5y a 342.00 .00 .00 340.80 .00 .00 340.80
20-20-0006 Credenza - Oak
12/04/90 5 5y a 365.00 .00 .00 365.00 .00 .00 365.00
20-20-0007 Table - Desks & Chairs
12/10/90 5 5y a 306.00 .00 .00 299.40 .00 .00 299.40
20-20-0008 Steno Desk & Chairs
12/10/90 5 5y a 637.00 .00 .00 624.80 .00 .00 624.80
20-20-0009 File - Two Drawer
12/17/90 5 5y a 205.00 .00 .00 204.42 .00 .00 204.42
20-20-0010 Cabinets & Shelves
8/12/91 5 5y a 831.00 .00 .00 816.20 .00 .00 816.20
20-20-0011 Horizontal File - 4 Drawer
11/18/91 5 5y a 1,104.00 .00 .00 1,104.00 .00 .00 1,104.00
20-20-0012 ADT Security System
10/15/93 5 5y a 480.00 .00 .00 304.00 96.00 .00 400.00
20-20-0014 Refrigerator - Small
12/01/87 7 7y a 90.00 .00 .00 90.00 .00 .00 90.00
20-20-0015 Storage Cabinet - Chairmat
12/01/87 7 7y a 207.00 .00 .00 207.00 .00 .00 207.00
20-20-0016 Office Furniture - Various
12/01/87 7 7y a 675.00 .00 .00 675.00 .00 .00 675.00
20-20-0017 Office Furniture - Various
12/01/87 7 7y a 597.00 .00 .00 597.00 .00 .00 597.00
20-20-0018 Calculators (x2)
12/01/87 7 7y a 86.00 .00 .00 72.29 .00 .00 72.29
20-20-0019 Typewriter - Royal
12/01/87 7 7y a 200.00 .00 .00 200.00 .00 .00 200.00
20-20-0021 Chairs(26) Customer Use
12/01/87 7 7y a 71.00 .00 .00 60.14 .00 .00 60.14
20-20-0023 Desks & Chairs
12/01/87 7 7y a 519.00 .00 .00 444.14 .00 .00 444.14
20-20-0024 Typewriter - Chairs & Mats
12/01/87 7 7y a 350.00 .00 .00 300.00 .00 .00 300.00
20-20-0025 Desk - Oak
4/01/90 7 7y a 232.00 .00 .00 220.42 11.05 .00 231.47
20-20-0026 Office Furniture Various
6/01/90 7 7y a 1,130.00 .00 .00 1,048.29 80.71 .00 1,129.00
20-20-0027 Desk Chair
9/01/90 7 7y a 86.00 .00 .00 86.00 .00 .00 86.00
20-20-0028 Steno Chair
3/23/92 7 7y a 135.00 .00 .00 89.87 19.29 .00 109.16
20-20-0029 Steno Desk
3/23/92 7 7y a 297.00 .00 .00 197.29 42.43 .00 239.72
20-20-0030 Type Table - Oak
3/23/92 7 7y a 110.00 .00 .00 73.13 15.71 .00 88.84
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Hege Company, Inc. dba Creative Mortgage Page
Client: 00541 Depreciation Report 02/04/98
Type: Book For the 12 Months Ended 11/30/97 10:38:5
- ------------------------------------------------------------------------------------------------------------------------------------
Service Cls Life Meth Orig Cost Adj Basis Salvage Prior Accum Current AFT/Sec. 179 Total Depr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20-20-0831 Furniture
10/06/92 7 7y a 523.00 .00 .00 311.13 74.71 .00 385.84
20-20-0032 Pop Machine
4/02/93 7 7y a 859.00 .00 .00 450.13 122.71 .00 572.84
Subgroup Totals
15,868.00 .00 .00 13,885.73 607.75 .00 14,493.48
Group 20-20 Totals
15,868.00 .00 .00 13,885.73 607.75 .00 14,493.48
Group 20 Totals
15,868.00 .00 .00 13,885.73 607.75 .00 14,493.48
80-80-0000 Leasehold Improvements
80-80-0001 Security Windows
1/06/94 39 11m a 1,026.00 .00 .00 188.00 .00 .00 188.00
80-80-0002 Concrete in Back
3/23/94 39 60m a 342.00 .00 .00 182.80 68.40 .00 251.20
80-80-0003 Carpentry Additions
3/30/94 39 60m a 1,979.00 .00 .00 1,055.60 395.80 .00 1,451.40
80-80-0004 Carpentry Additions
4/07/94 39 60m a 1,671.00 .00 .00 891.40 334.20 .00 1,225.60
80-80-0005 Carpet - Downtown - Blue
8/31/93 7 7y a 575.00 .00 .00 265.58 81.86 .00 347.44
80-80-0006 Improvements - E. 711 Third Avenue
8/01/91 31 60m a 25,627.00 .00 .00 25,569.73 .00 .00 25,569.73
80-80-0007 siding Improvements
12/10/96 39 60m a 1,398.00 .00 300.00 .00 219.60 .00 219.60
Subgroup Totals
32,616.00 .00 300.00 28,153.11 1,099.86 .00 29,252.97
Group 80-80 Totals
32,616.00 .00 300.00 28,153.11 1,099.86 .00 29,252.97
Group 80 Totals
32,616.00 .00 300.00 28,153.11 1,099.86 .00 29,252.97
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Client: 00541 Hege Company, Inc. dba Creative Mortgage Page
Type: Book Depreciation Report 02/04/98
Client Totals For the 12 Months Ended 11/30/97 10:38:5
- ------------------------------------------------------------------------------------------------------------------------------------
Orig Cost Adj Basis Salvage Prior Accum Current AFT/Sec. 179 Total Depr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Active Asset Totals
161,212.00 .00 7,312.00 124,593.16 3,662.57 .00 128,255.73
Retired Asset Totals
109,545.00 .00 24,564.00 78,780.46 470.87 .00 79,251.33
Client Totals
250,757.00 .00 31,876.00 203,573.62 4,133.44 .00 207,507.06
Net Total Book Value 43,249.96
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF INLAND NORTHWEST BANCORPORATION, INC. AS OF AND FOR THE
THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 8,745
<INT-BEARING-DEPOSITS> 320
<FED-FUNDS-SOLD> 12,337
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 28,435
<INVESTMENTS-CARRYING> 819
<INVESTMENTS-MARKET> 832
<LOANS> 83,137
<ALLOWANCE> 1,163
<TOTAL-ASSETS> 137,312
<DEPOSITS> 118,376
<SHORT-TERM> 7,774
<LIABILITIES-OTHER> 990
<LONG-TERM> 512
0
0
<COMMON> 8,131
<OTHER-SE> 1,529
<TOTAL-LIABILITIES-AND-EQUITY> 137,312
<INTEREST-LOAN> 2,040
<INTEREST-INVEST> 454
<INTEREST-OTHER> 104
<INTEREST-TOTAL> 2,597
<INTEREST-DEPOSIT> 1,005
<INTEREST-EXPENSE> 94
<INTEREST-INCOME-NET> 1,498
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,357
<INCOME-PRETAX> 259
<INCOME-PRE-EXTRAORDINARY> 151
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151
<EPS-PRIMARY> .28
<EPS-DILUTED> .24
<YIELD-ACTUAL> 4.68
<LOANS-NON> 646
<LOANS-PAST> 149
<LOANS-TROUBLED> 32
<LOANS-PROBLEM> 2,630
<ALLOWANCE-OPEN> 1,085
<CHARGE-OFFS> 12
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,163
<ALLOWANCE-DOMESTIC> 1,163
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
