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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 4/1/00 to 6/30/00.
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 June 30, 2000.
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Table of Contents
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Page
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Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - June 30, 2000
and December 31, 1999.................................................. 3
Consolidated Statements of Income - Three Months and year-to-date
Ended June 30, 2000 and 1999........................................... 4
Consolidated Statements of Cash Flow - year-to-date ended
June 30, 2000 and 1999................................................. 5
Consolidated Statements of Stockholders' Equity as of
June 30, 2000 and 1999................................................. 6
Notes to Consolidated Financial Statements............................. 7
Item 2. Management's Discussion and Analysis or Plan of Operation.............. 8
Part II Other Information
Item 2. Changes in Securities.................................................. 8
Item 4. Submission of Matters to a Vote of Security Holders.................... 8
Item 6. Exhibits and Reports on Form 8-K....................................... 8
Signatures............................................................................ 9
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Part I Financial Information
Item 1. Financial Statements
NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
June 30, 2000 and December 31, 1999
($ in thousands)
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
<S> <C> <C>
Assets
Cash and due from banks $ 7,904 $ 8,475
Federal funds sold 3,961 7,333
Securities held-to-maturity (Note 2) 425 526
Securities available-for-sale (Note 2) 34,654 30,982
Federal Home Loan Bank stock, at cost 504 479
Loans, net of allowance for loan losses of $1,597 in 2000 and $1,480 in 1999 (Notes 3 & 4) 112,464 106,350
Loans held for sale 1,960 981
Accrued interest receivable 1,176 1,092
Premises and equipment, net 2,785 2,788
Foreclosed real estate 365 853
Other assets 1,060 1,145
Goodwill, net of accumulated amortization of $30 in 2000 and $24 in 1999 168 174
TOTAL ASSETS $ 167,426 $ 161,178
Liabilities
Noninterest bearing demand deposits $ 28,120 $ 28,759
Money Market accounts 32,137 31,363
NOW accounts 6,668 4,900
Savings accounts 4,542 3,590
Time Certificates of Deposit, $100,000 and over 16,545 16,335
Time Certificates of Deposit, under $100,000 43,998 39,183
TOTAL DEPOSITS $ 132,010 $ 124,130
Securities sold under agreement to repurchase 16,829 17,928
Borrowed funds, Federal Home Loan Bank (Note 5) 2,924 5,955
Borrowed funds, other banks (Note 5) 1,597 1,030
Accrued interest payable and other liabilities 1,074 990
TOTAL LIABILITIES $ 22,424 $ 25,902
Stockholders' Equity
Common stock, no par, 5,000,000 shares authorized; issued and outstanding
1,657,433 on June 30, 2000 and 1,354,976 on December 31, 1999 (Note 6) $ 12,842 $ 10,312
Retained earnings 887 1,535
Accumulated other comprehensive income, net of tax of ($417) for 2000 and ($362) for 1999 -737 -702
TOTAL STOCKHOLDERS' EQUITY $ 12,992 $ 11,146
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 167,426 $ 161,178
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Three Months and year-to-date ended June 30, 2000 and 1999
($ in thousands, except number of shares and per share information)
<TABLE>
<CAPTION>
Three Months Ended Year-to-date
06/30/00 06/30/99 2000 1999
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $ 2,853 $ 2,337 $ 5,458 $ 4,535
Interest on securities 591 458 1,144 906
Interest on federal funds sold 82 78 172 214
TOTAL INTEREST INCOME $ 3,526 $ 2,873 $ 6,774 $ 5,656
Interest Expense
Interest on deposits $ 1,186 $ 950 $ 2,277 $ 2,002
Interest on securities sold under agreement to repurchase 255 114 471 209
Interest on borrowed funds 84 40 198 81
TOTAL INTEREST EXPENSE $ 1,525 $ 1,104 $ 2,945 $ 2,292
NET INTEREST INCOME $ 2,001 $ 1,769 $ 3,829 $ 3,363
Provision for loan losses 135 135 270 270
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES $ 1,866 $ 1,634 $ 3,559 $ 3,093
Noninterest Income
Fees and service charges $ 207 $ 173 $ 387 $ 343
Net gain from sale of loans 193 260 348 589
Other noninterest income 80 96 183 174
TOTAL NONINTEREST INCOME $ 480 $ 529 $ 918 $ 1,106
Noninterest Expense
Salaries and employee benefits $ 1,224 $ 1,026 $ 2,299 $ 2,042
Occupancy/FF&E expense 164 164 336 322
Depreciation and amortization expense 116 111 232 224
Other operating expense 504 510 1,044 938
TOTAL NONINTEREST EXPENSE $ 2,007 $ 1,810 $ 3,911 $ 3,526
INCOME BEFORE TAXES $ 339 $ 353 $ 565 $ 674
Federal income tax expense 112 111 188 224
NET INCOME $ 227 $ 242 $ 377 $ 450
Quarter Ended Quarter Ended Year-to-date Year-to-date
06/30/00 06/30/99 06/30/00 06/30/99
Weighted average shares outstanding (Note 6) 1,601,957 1,277,740 1,575,283 1,268,157
Basic earnings per share $ 0.14 $ 0.19 $ 0.24 $ 0.35
Weighted average shares outstanding (Note 6) 1,601,957 1,277,740 1,575,283 1,268,157
Effect of dilutive securities 3,143 272,963 3,143 276,585
Weighted average shares outstanding, adjusted for dilutive securities 1,605,100 1,550,703 1,578,426 1,544,742
Earnings per share assuming full dilution $ 0.14 $ 0.16 $ 0.24 $ 0.29
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
Year-to-date ended June 30, 2000 and 1999
($ in thousands)
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<CAPTION>
Year-to-date
2000 1999
<S> <C> <C>
Net income $ 377 $ 450
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses 270 270
Depreciation and amortization 232 224
Increase/decrease in assets and liabilities:
Accrued interest receivable -84 -13
Other assets 102 -10
Accrued interest payable & other liabilities 84 -204
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 981 $ 717
Cash flows from investing activities:
Net (increase)/decrease in federal funds sold 3,372 7,089
Net (increase)/decrease in investment securities -3,649 828
Net (increase)/decrease in loans -6,384 -4,814
Net (increase)/decrease in loans held for sale -979 1,672
Purchase of premises and equipment net of gain or loss on asset disposal -222 -42
Foreclosed real estate activity (net) 488 -264
NET CASH PROVIDED/(USED) BY INVESTING ACTIVITIES $ (7,374) $ 4,469
Cash flows from financing activities:
Net increase/(decrease) in deposits 7,880 -11,930
Net increase/(decrease) in securities sold under agreement to repurchase -1,099 5,779
Net proceeds/(payments) from borrowed funds -2,463 -209
Cash received from stock sales (net) 1,504 181
NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES $ 5,822 $ (6,179)
Net increase/(decrease) in cash and cash equivalents $ (571) $ (993)
Cash and cash equivalents, beginning of year 8,475 9,445
CASH AND CASH EQUIVALENTS, END OF QUARTER $ 7,904 $ 8,452
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
In Actual Dollars
As of June 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 82,562 $ 947,087
Unrealized gains (losses) 82,562 82,562
Comprehensive income $ 1,029,649
Stock issued for acquisition of mortgage
subsidiary 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
----------- ---------- ----------- ----------
Balance December 31, 1998 $10,633,752 $9,771,204 $ 618,807 $ 243,741
Net income, 1999, year-to-date 449,635 449,635 $ 449,635
Unrealized gains (losses) -632,064 -632,064 -632,064
Comprehensive income $ (182,429)
Stock issued for acquisition of mortgage
subsidiary 0
Proceeds from sale of stock 180,996 180,996
Fractional shares, issued in cash 0
Transfers 0
----------- ---------- ----------- ----------
Balance, end-of-quarter, June 30, 1999 $10,632,319 $9,952,200 $ 1,068,442 $ (388,323)
----------- ---------- ----------- ----------
Disclosure of 1999 reclassification amount:
Unrealized holding gains during period $ (694,404)
Less reclassification adjustment for gains
reported in net income 62,340
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Net unrealized gains on securities $ (632,064)
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NORTHWEST BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
In Actual Dollars
As of June 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) (945,484) (945,484) (945,484)
Comprehensive income $ (28,937)
Stock issued for acquisition of mortgage subsidiary 0 0
Proceeds from sale of stock 541,104 541,104
Fractional shares, issued in cash 0
Transfers 0
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Balance December 31, 1999 $11,145,919 $10,312,308 $ 1,535,354 $ (701,743)
Net income, 2000, year-to-date 377,187 377,187 (35,695) 377,187
Unrealized gains (losses) (35,695) (35,695)
Comprehensive income $ 341,492
Stock issued for acquisition of mortgage subsidiary 0
Proceeds from sale of stock 1,503,851 1,503,851
Fractional shares, issued in cash 0
Transfers 0 1,026,025 1,026,025
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Balance, end-of-quarter, June 30, 2000 $12,991,262 $12,842,184 $ 886,516 $ (737,438)
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Disclosure of 2000 reclassification amount:
Unrealized holding gains during period $ (35,695)
Less reclassification adjustment for gains
reported in net income 0
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Net unrealized gains on securities $ (35,695)
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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 June 30, 2000, December 31, 1999 and June 30, 1999, as well as the
results of operations and changes in financial position for the three-month
periods ended June 30, 2000 and June 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 June 30, 1999 balances have been made to conform
with the June 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 June 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
noninterest 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 three-month and year to date periods ending June 30,
1999. Carrying amount and fair values at June 30, 2000 and December 31, 1999
were as follows:
<TABLE>
<CAPTION>
June 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 $ 3,444 $ 3,510 $ 3,451
Obligations of federal government agencies 24,128 23,238 20,987 20,168
Mortgage backed securities 8,134 7,972 7,549 7,364
TOTAL $ 35,771 $ 34,654 $ 32,046 $30,983
Securities held-to-maturity:
Obligations of states, municipalities and political subdivisions $ 425 $ 424 $ 526 $ 527
</TABLE>
NOTE 3. Loans
Loan detail by category as of June 30, 2000 and December 31, 1999 is as follows:
June 30 December 31
2000 1999
Commercial loans $ 81,868 $ 72,379
Real estate loans 23,417 25,802
Installment loans 4,598 5,204
Consumer and other loans 4,475 4,736
TOTAL LOANS $114,358 $108,121
Allowance for loan losses -1,597 -1,480
Deferred loan fees, net of deferred costs -297 -291
NET LOANS $112,464 $106,350
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 June 30, 2000
and 1999 were as follows:
Three Months Ended Year-to-date
06/30/00 06/30/99 2000 1999
Balance, beginning of period $ 1,605 $ 1,308 $ 1,480 $ 1,184
Provision for loan losses 135 135 270 270
Loan Charge-offs 168 118 179 131
Loan Recoveries 25 3 26 5
Balance, end of period $ 1,597 $ 1,328 $ 1,597 $ 1,328
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 June
30, 2000 and $500,000 on December 31 and June 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
$8,290,950 (5.0% of bank assets.) There were no balances outstanding on any of
the lines on June 30, 2000 or on December 31 or June 30, 1999. The bank also has
access to an equal (5.0%) amount of long-term funding through the FHLB (that is,
an additional $8,290,950) 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 due
later in the year. Long-term notes payable to the FHLB were $2,923,996 on June
30, 2000; $5,954,793 on December 31, 1999; and $1,996,225 on June 30, 1999.
INB Mortgage Company has a line of credit with Inland Northwest Bank 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
has been sold on a non-recourse basis to Baker-Boyer National Bank. Total
amount of the line is $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 $1,197,328 on June 30, 2000; $529,658 on December
31, 1999; and, $49,080 on June 30, 1999.
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 effect of the stock dividend.
NOTE 7. Subsequent Events
On July 18, 2000, the Board of Directors authorized the merger of INB 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 will result in certain non-recurring, non-cash
losses being realized during the last half of the year. Goodwill booked at the
time of the acquisition of INBMC is currently carried on the books of the
Company and totals $168 thousand. Management believes that there is significant
value to retaining INBMC personnel in a department of the Bank and that the
licenses and approvals that will be 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 will be eliminated, for book purposes, prior to year end.
Other costs have not been fully identified at this time. The largest cost would
result from the write-down of leasehold improvements at the current INBMC
facilities. The Company will remain responsible for the INBMC lease at 711 East
Third Avenue, Spokane, WA, expiring in September 2002. If 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. Current book value of
leasehold improvements is about $36 thousand. Other expenses will be nominal. In
the Company's Annual Report for the period ending December 31, 1999, the Company
estimated that total tax-adjusted cost would be between $202,000 and $284,000.
The merger is expected to take place during August 2000.
Also subsequent to quarter-end, Inland Northwest Bank was notified by its
landlord at its Appleway branch, located in a grocery store in Coeur d'Alene,
Idaho, that the grocery store location would be closed by the end of August
2000. Management has determined that it will be necessary to close the Appleway
branch in conjunction with closure of the grocery store. Closure of the branch
will not have a negative effect on Bank profits.
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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 2. Changes in Securities.
A five-percent stock dividend was declared by the directors on April 18,
2000, effective June 1, 2000; 78,925 shares were issued and delivered on June
14, 2000. During the second quarter of the 2000 fiscal year, the Registrant
issued 2,500 shares of common stock to non-employee directors pursuant to the
Registrant's compensation plan for non-employee directors; this plan provides
for the issuance of 200 shares annually to each non-employee director, with an
additional 100 shares to the chairperson, provided completion of twelve months
of service prior to the annual shareholder meeting.
The Registrant believes that the issuance of these shares of common stock
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Registrant was held on Monday,
May 15, 2000. In addition to the election of Directors described in the proxy
material furnished to the shareholders pursuant to Regulation 14A, the
shareholders also ratified the selection of Moss Adams, LLP as independent
public accountants for the Company for the fiscal year ending December 31, 2000.
1,163,918 shares were voted in favor of the ratification with 4,850 shares being
voted against or withheld, including abstentions and broker non-votes.
Item 6. Exhibits and Reports on Form 8-A
(a) Exhibits
Ex 27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
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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: August 8, 2000
By /s/ Christopher C. Jurey
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Christopher C. Jurey, Chief Financial Officer
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