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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 7/1/00 to 9/30/00.
Commission file number 0-24151
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, 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 X No
The Registrant has a single class of common stock, of which there are 1,657,433
shares issued and outstanding as of September 30, 2000.
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Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - September 30, 2000
and December 31, 1999 ................................................. 1
Consolidated Statements of Income - Three Months and year-to-date
Ended September 30, 2000 and 1999 ..................................... 2
Consolidated Statements of Cash Flow - year-to-date ended
September 30, 2000 and 1999 ........................................... 3
Consolidated Statements of Stockholders' Equity as of
September 30, 2000 and 1999 ........................................... 4
Notes to Consolidated Financial Statements ............................ 5
Item 2. Management's Discussion and Analysis or Plan of Operation ............. 9
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K ...................................... 9
Signatures ........................................................................... 9
</TABLE>
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Part I Financial Information
Item 1. Financial Statements
NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
September 30, 2000 and December 31, 1999
($ in thousands)
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
<S> <C> <C>
Assets
Cash and due from banks $ 9,421 $ 8,475
Federal funds sold 4,305 7,333
Securities held-to-maturity (Note 2) 425 526
Securities available-for-sale (Note 2) 36,876 30,982
Federal Home Loan Bank stock, at cost 512 479
Loans, net of allowance for loan losses of $1,647 in 2000 and $1,480 in 1999 (Notes 3 & 4) 115,744 106,350
Loans held for sale 1,205 981
Accrued interest receivable 1,022 1,092
Premises and equipment, net 2,698 2,788
Foreclosed real estate 494 853
Other assets 1,309 1,145
Goodwill, net of accumulated amortization of $24 in 1999 (Note 7) 0 174
-------- --------
TOTAL ASSETS $174,011 $161,178
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Liabilities
Noninterest bearing demand deposits 28,079 28,759
Money Market accounts 28,992 31,363
NOW accounts 7,629 4,900
Savings accounts 3,785 3,590
Time Certificates of Deposit, $100,000 and over 18,051 16,335
Time Certificates of Deposit, under $100,000 47,386 39,183
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TOTAL DEPOSITS $133,922 $124,130
Securities sold under agreement to repurchase 22,141 17,928
Borrowed funds, Federal Home Loan Bank (Note 5) 1,905 5,955
Borrowed funds, other banks (Note 5) 1,209 1,030
Accrued interest payable and other liabilities 1,379 990
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TOTAL LIABILITIES $ 26,634 $ 25,902
Stockholders' Equity
Common stock, no par, 5,000,000 shares authorized; issued and outstanding
1,657,433 on September 30, 2000 and 1,354,976 on December 31, 1999 (Note 6) 12,842 10,312
Retained earnings 1,001 1,535
Accumulated other comprehensive income, net of tax of ($200) for 2000 and ($362) for 1999 (388) (702)
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TOTAL STOCKHOLDERS' EQUITY $ 13,455 $ 11,146
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $174,011 $161,178
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months and year-to-date ended September 30, 2000 and 1999
($ in thousands, except number of shares and per share information)
<TABLE>
<CAPTION>
Three Months Ended Year-to-date
09/30/00 09/30/99 2000 1999
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $2,686 $2,331 $ 8,144 $6,866
Interest on securities 612 457 1,756 1,363
Interest on federal funds sold 145 141 317 356
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TOTAL INTEREST INCOME $3,443 $2,930 $10,216 $8,585
Interest Expense
Interest on deposits 1,401 1,001 3,678 3,003
Interest on securities sold under agreement to repurchase 292 169 763 378
Interest on borrowed funds 68 41 265 122
------ ------ ------- ------
TOTAL INTEREST EXPENSE $1,761 $1,211 $ 4,706 $3,503
NET INTEREST INCOME 1,682 1,719 5,510 5,082
Provision for loan losses 135 135 405 405
------ ------ ------- ------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES $1,547 $1,584 $ 5,105 $4,677
Noninterest Income
Fees and service charges 270 187 657 530
Net gain from sale of loans 249 196 597 785
Other noninterest income 69 100 251 275
------ ------ ------- ------
TOTAL NONINTEREST INCOME $ 588 $ 484 $ 1,506 $1,590
Noninterest Expense
Salaries and employee benefits 995 1,010 3,294 3,051
Occupancy/FF&E expense 197 170 533 493
Depreciation and amortization expense 279 109 510 333
Other operating expense 489 502 1,533 1,439
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TOTAL NONINTEREST EXPENSE $1,960 $1,791 $5,870 $5,316
INCOME BEFORE TAXES 176 277 741 951
Federal income tax expense 61 96 250 320
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NET INCOME $ 114 $ 181 $ 491 $ 630
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<CAPTION>
Quarter Ended Quarter Ended Year-to-date Year-to-date
09/30/00 09/30/99 09/30/00 09/30/99
<S> <C> <C> <C> <C>
Weighted average shares outstanding (Note 6) 1,657,433 1,301,084 1,621,883 1,279,253
Basic earnings per share $0.07 $0.14 $0.30 $0.49
----- ----- ----- -----
Weighted average shares outstanding (Note 6) 1,657,433 1,301,084 1,621,883 1,279,253
Effect of dilutive securities 1,994 244,050 1,994 257,233
Weighted average shares outstanding, adjusted for dilutive
securities 1,659,427 1,545,134 1,623,877 1,536,486
Earnings per share assuming full dilution $0.07 $0.12 $0.30 $0.41
----- ----- ----- -----
</TABLE>
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
Year-to-date ended September 30, 2000 and 1999
($ in thousands)
<TABLE>
<CAPTION>
Year-to-date
2000 1999
<S> <C> <C>
Net income $ 491 $ 630
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses 405 405
Depreciation and amortization 510 333
(Increase)/decrease in assets and liabilities:
Accrued interest receivable 70 136
Other assets (329) (79)
Accrued interest payable & other liabilities 389 24
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,536 $ 1,449
Cash flows from investing activities:
Net (increase)/decrease in federal funds sold 3,028 7,502
Net (increase)/decrease in investment securities (5,350) (5,077)
Net (increase)/decrease in loans (9,799) (10,474)
Net (increase)/decrease in loans held for sale (224) 868
Purchase of premises and equipment net of gain or loss on asset disposal (243) (75)
Foreclosed real estate activity (net) 359 (218)
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NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES $(12,229) $ (7,474)
Cash flows from financing activities:
Net increase/(decrease) in deposits 9,792 (5,672)
Net increase/(decrease) in securities sold under agreement to repurchase 4,213 8,905
Net proceeds/(payments) from borrowed funds (3,870) 841
Cash received from stock sales (net) 1,504 297
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NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES $ 11,639 $ 4,371
Net increase/(decrease) in cash and cash equivalents $ 946 $ (1,654)
Cash and cash equivalents, beginning of year $ 8,475 $ 9,445
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CASH AND CASH EQUIVALENTS, END OF QUARTER $ 9,421 $ 7,791
</TABLE>
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
In Actual Dollars
As of September 30, 1999
<TABLE>
<CAPTION>
Accumulated
Common Retained Comprehensive Comprehensive
Total Stock Earnings Income Income
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $ 9,460,222 $ 8,064,281 $ 1,234,762 $161,179
Net income 1998 947,087 947,087 $ 947,087
Unrealized gains (losses) on available for sale
securities 82,562 82,562 82,562
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Comprehensive income $1,029,649
Stock issued for acquisition of mortgage subsidiary
(Note 6) 66,780 66,780
Proceeds from sale of stock 81,944 81,944
Fractional shares, issued in cash (4,843) (4,843)
Transfers 0 1,558,199 (1,558,199)
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Balance December 31, 1998 $10,633,752 $ 9,771,204 $ 618,807 $243,741
Net income, 1999, year-to-date 630,000 630,000 $ 630,000
Unrealized gains (losses) on available for sale
securities (600,168) (600,168) (600,168)
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Comprehensive income $29,832
Proceeds from sale of stock 297,270 297,270
Transfers 0
----------- ----------- ----------- ----------
Balance, end-of-quarter, September 30, 1999 $10,960,854 $10,068,474 $ 1,248,807 $ (356,427)
----------- ----------- ----------- ----------
Disclosure of 1999 reclassification amount:
Unrealized holding gains during period $ (662,508)
Less reclassification adjustment for gains reported in
net income 62,340
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Net unrealized gains on securities $ (600,168)
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</TABLE>
NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
In Actual Dollars
As of September 30, 2000
<TABLE>
<CAPTION>
Accumulated
Common Retained Comprehensive Comprehensive
Total Stock Earnings Income Income
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $10,633,752 $ 9,771,204 $ 618,807 $ 243,741
Net income 1999 916,547 916,547 $ 916,547
Unrealized gains (losses) on available for sale
securities (945,484) (945,484) (945,484)
----------
Comprehensive income $ (28,937)
Proceeds from sale of stock 541,104 541,104
Transfers 0
----------- ----------- ----------- ----------
Balance December 31, 1999 $11,145,919 $10,312,308 $ 1,535,354 $(701,743)
Net income, 2000, year-to-date 491,349 491,349 $ 491,349
Unrealized gains (losses) on available for sale
securities 313,649 313,649 313,649
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Comprehensive income $ 804,998
Proceeds from sale of stock 1,503,851 1,503,851
Transfers 0 1,026,025 (1,026,025)
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Balance, end-of-quarter, September 30, 2000 $13,454,768 $12,842,184 $ 1,000,678 $ (388,094)
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Disclosure of 2000 reclassification amount:
Unrealized holding gains during period $ 314,967
Less reclassification adjustment for losses reported
in net (1,318)
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Net unrealized gains on securities $ 313,649
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Notes to Consolidated Financial Statements
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 September 30, 2000, December 31, 1999 and September 30, 1999, as
well as the results of operations and changes in financial position for the
three-month periods ended September 30, 2000 and September 30, 1999. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted. It is suggested that these condensed statements be read in
conjunction with the Independent Auditor's Report and Financial Statements
contained in the Company's most recent 10-KSB as of December 31, 1999.
Certain reclassifications of September 30, 1999 balances have been made to
conform with the September 30, 2000 presentation; there was no impact on net
income or stockholders' equity. Shares outstanding and calculation of earnings
per share have been restated for the three-month and year to date periods ending
September 30, 1999 to reflect the effect of a five-percent stock dividend
effective for shareholders of record as of June 1, 2000.
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 non-
interest income based on the net proceeds and the adjusted carrying amount of
the securities sold, using the specific identification method. Net realized
gains of $94,455 ($62,340 after adjustment for tax effect) are included in the
operating results for the nine-month year-to-date period ending September 30,
1999; and, a net realized loss of $1,997 ($1,318 after adjustment for tax
effect) is included in the three-month and year to date periods ending September
30, 2000. Carrying amount and fair values at September 30, 2000 and December 31,
1999 were as follows:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
Amortized Fair Amortized Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
Securities available-for-sale:
US Treasury securities $ 3,509 $ 3,511 $ 3,510 $ 3,451
Obligations of federal government agencies 26,124 25,589 20,987 20,168
Mortgage backed securities 7,831 7,776 7,549 7,364
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TOTAL $37,464 $36,876 $32,046 $30,983
Securities held-to-maturity:
Obligations of states, municipalities and political subdivisions $ 425 $ 427 $ 526 $ 527
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</TABLE>
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Note 3. Loans
Loan detail by category as of September 30, 2000 and December 31, 1999 is as
follows:
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
<S> <C> <C>
Commercial loans $ 87,971 $ 72,379
Real estate loans 20,494 25,802
Installment loans 4,871 5,204
Consumer and other loans 4,374 4,736
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TOTAL LOANS $117,710 $108,121
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Allowance for loan losses (1,647) (1,480)
Deferred loan fees, net of deferred costs (319) (291)
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NET LOANS $115,744 $106,350
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</TABLE>
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 loss experience, and an overall
evaluation of the quality of underlying collateral. Changes in the allowance for
loan loss during the three-month and year to date periods ended September 30,
2000 and 1999 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Year-to-date
09/30/00 09/30/99 2000 1999
<S> <C> <C> <C> <C>
Balance, beginning of period $1,597 $1,328 $1,480 $1,184
Provision for loan losses 135 135 405 405
Loan Charge-offs 88 60 267 191
Loan Recoveries 3 1 29 6
-------- -------- -------- --------
Balance, end of period $1,647 $1,404 $1,647 $1,404
</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 $400,000 on
September 30, 2000 and $500,000 on December 31 and September 30, 1999. Proceeds
were used to fund 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 $2,600,000, US Bank for $1,500,000,
Zions Bank for $1,500,000 and Federal Home Loan Bank (FHLB) for approximately
$8,635,500 (5.0% of bank assets.) There were no balances outstanding on any of
the lines on September 30, 2000 or on December 31 or September 30, 1999. The
bank also has access to an equal (5.0%) amount of long-term funding through the
FHLB (that is, an additional $8,635,500) and has taken advances to fund
Community Investment Program and other loans utilizing these funds.
Approximately $4,000,000 was advanced against the long-term facility in late
1999 as a Year 2000 liquidity hedge; $3,000,000 was repaid in April 2000, with
the remaining $1,000,000 repaid during the third-quarter 2000. Long-term notes
payable to the FHLB were $1,905,006 on September 30, 2000; $5,954,793 on
December 31, 1999; and, $2,996,225 on September 30, 1999.
INB Mortgage Company has been merged with and into Inland Northwest Bank
subsequent to quarter-end (see Note 7.) Prior to the merger, Inland Northwest
Bank provided INB Mortgage a line of credit for the purpose of warehousing
mortgage loans pending their pre-arranged sale to mortgage investors. Because of
regulatory limitations regarding the amount of credit that can be extended by
the bank to an affiliate, a portion of the line was sold on a non-recourse basis
to Baker-Boyer National Bank. Total amount of the line was $3,000,000 with
Inland Northwest Bank retaining $1,000,000 of the commitment and Baker-Boyer
$2,000,000. Loans payable to Inland Northwest Bank have been eliminated from the
consolidated statements; balances owing to Baker-Boyer National Bank were
$808,989 on September 30, 2000; $529,658 on December 31, 1999; and, $473,452 on
September 30, 1999.
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Note 6. Common Stock
On April 18, 2000, the Board of Directors authorized a five-percent stock
dividend payable to shareholders of record as of June 1, 2000. Earnings per
share and weighted average shares outstanding for all periods presented have
been restated to reflect the stock dividend.
Note 7. Subsequent Events
On July 18, 2000, the Board of Directors authorized the merger of lNB Mortgage
Company ("INBMC") with and into Inland Northwest Bank ("Bank") with the Bank as
the surviving company. A merger of the two subsidiaries was anticipated and
discussed in the Company's Annual Report for the period ending December 31,
1999.
Merger of INBMC into the Bank resulted in certain non-recurring, non-cash losses
being realized during the third-quarter 2000. Goodwill booked at the time of the
acquisition of INBMC was carried on the books of the Company and totaled
$167,621 on June 30, 2000. Management believes that there is significant value
to retaining INBMC personnel in a department of the Bank and that the licenses
and approvals transferred to the Bank have meaningful value. The exact value of
these intangibles is difficult to determine, however, and to comply with
generally accepted accounting principles, the full remaining value of goodwill
was eliminated, for book purposes, as a charge to earnings during the three-
month period ending September 30, 2000. The actual effective date of the merger
was October 23, 2000.
Other costs associated with the merger have not been fully identified at this
time; however, they will be nominal. The remaining asset subject to adjustment
is leasehold improvements at the former INBMC facilities. The Company remains
responsible for the INBMC lease at 711 East Third Avenue, Spokane, WA, which
expires in September 2002. If, prior to year-end, the Company can sublease the
facility for more than the $2,200 per month lease payment it is obligated to
pay, some portion of the leasehold improvements could be supported by the excess
rental and would not have to be written-off. If the Company is unable to
sublease the facility prior to year-end, or the sublease does not support the
book value of leasehold improvements, the current book value of leasehold
improvements of $33,727 will be written-off, in part or in full, during the
fourth-quarter.
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Registrant relied upon Alternative 2 in its registration statement
filed on Form 10-SB; 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 6. Exhibits and Reports on Form 8-A
(a) Exhibits
Ex 27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NORTHWEST BANCORPORATION, INC.
Date: November 13, 2000
By /s/ Christopher C. Jurey
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Christopher C. Jurey, Chief Financial Officer
