myfw-20240125
0001327607FALSE00013276072024-01-252024-01-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2024
FIRST WESTERN FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Colorado001-3859537-1442266
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1900 16th StreetSuite 1200
DenverColorado
80202
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 303.531.8100
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
oEmerging growth company
oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, no par valueMYFWThe Nasdaq Stock Market LLC



Explanatory Note
On January 25, 2024, First Western Financial, Inc. (the “Company”) filed a Current Report on Form 8-K furnishing under Items 2.02 and 9.01 the Company’s press release announcing its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2023 (the “Original Filing”). The full text of the press release was included as Exhibit 99.1 to the Original Filing.
This Amendment (this “Amendment”) to the Original Filing is being filed to reflect a subsequent event that occurred following the issuance of the Original Filing, more fully described herein. In accordance with ASC 855, Subsequent Events, the Company has determined that this event provided additional evidence about conditions that existed as of the date of the balance sheet. The adjustment was identified by the Company’s management after the date of the Original Filing and as part of the Company’s customary procedures to finalize its financial statements for inclusion in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 2.02    Results of Operations and Financial Condition.
An updated presentation of the Company’s “Consolidated Financial Summary” and “Reconciliations of Non-GAAP Financial Matters” is attached as Exhibit 99.1 to this Amendment and is incorporated herein by reference. The following is a summary of the adjustment.
In late 2022, management identified a Commercial and Industrial loan that had developed repayment issues. The loan was placed on non-accrual status in the first quarter of 2023. Throughout 2023, we increased our allowance on individually analyzed loans by $4.0 million specifically for this loan. On February 28, 2024, the Company was notified that the borrower filed a Chapter 7 Bankruptcy Petition for the guarantor. Per Company policy, a charge-off is taken upon the occurrence of the filing by a borrower of a petition for bankruptcy. We intend to pursue all available remedies to us in the bankruptcy proceeding. The charge-off resulted in a $3.5 million, net of tax, decrease to the fourth quarter and annual net income available to common stockholders. The Company also adjusted the Allowance for credit losses by $4.0 million and decreased Loans by $8.6 million.
Management has discussed the matters disclosed in this Amendment with Crowe, LLC, the Company’s independent registered public accounting firm, and with the Company’s Board of Directors and Audit Committee.

The information contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements.
The foregoing disclosures may include forward-looking statements by the Company regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “position,” “outlook,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “opportunity,” “could,” or “may.” The forward-looking statements in this news release are based on current information and on assumptions that we make about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this news release and could cause us to make changes to our future plans. Those risks and uncertainties include, without limitation, the lack of soundness of other financial institutions or financial market utilities may adversely affect the Company; the Company’s ability to engage in routine funding and other transactions could be adversely affected by the actions and commercial soundness of other financial institutions; financial institutions are interrelated because of trading, clearing, counterparty or other relationships; defaults by, or even rumors or questions about, one or more financial institutions or financial market utilities, or the financial services industry generally, may lead to market-wide liquidity problems and losses of client, creditor and counterparty confidence and could lead to losses or defaults by other financial institutions, or the Company; integration risks and projected cost savings in connection with acquisitions; the risk of geographic concentration in Colorado, Arizona, Wyoming, California, and Montana; the risk of changes in the economy affecting real estate values and liquidity; the risk in our ability to continue to originate residential real estate loans and sell such loans; risks specific to commercial loans and borrowers; the risk of claims and litigation pertaining to our fiduciary responsibilities; the risk of competition for investment managers and professionals; the risk of fluctuation in the value of
2


our investment securities; the risk of changes in interest rates; and the risk of the adequacy of our allowance for credit losses and the risk in our ability to maintain a strong core deposit base or other low-cost funding sources. Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 15, 2023 (“Form 10-K”), and other documents we file with the SEC from time to time. We urge readers of this news release to review the “Risk Factors” section our Form 10-K and any updates to those risk factors set forth in our subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our other filings with the SEC. Also, our actual financial results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not currently view as, but in the future may become, material to our business or operating results. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
Number
Description
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST WESTERN FINANCIAL, INC.
Date: March 7, 2024By: /s/ Scott C. Wylie
Scott C. Wylie
Chairman, Chief Executive Officer and President
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Document

Exhibit 99.1
First Western Financial, Inc.
Consolidated Financial Summary (unaudited)
Three Months Ended
December 31,September 30,December 31,
(Dollars in thousands, except per share amounts)
2023(1)
20232022
Interest and dividend income:
Loans, including fees$35,625 $34,141 $30,349 
Loans accounted for under the fair value option257 300 488 
Investment securities600 607 645 
Interest-bearing deposits in other financial institutions1,350 1,292 931 
Dividends, restricted stock161 141 238 
Total interest and dividend income37,993 36,481 32,651 
Interest expense:
Deposits19,037 17,467 8,260 
Other borrowed funds2,625 2,248 2,403 
Total interest expense21,662 19,715 10,663 
Net interest income16,331 16,766 21,988 
Less: provision for credit losses(2)
8,493 329 1,197 
Net interest income, after provision for credit losses(2)
7,838 16,437 20,791 
Non-interest income:
Trust and investment management fees4,705 4,846 4,358 
Net gain on mortgage loans379 654 629 
Net loss on loans held for sale— — (12)
Bank fees412 427 812 
Risk management and insurance fees544 145 924 
Income on company-owned life insurance101 96 88 
Net loss on loans accounted for under the fair value option(91)(252)(602)
Unrealized loss recognized on equity securities(2)(19)— 
Other33 202 218 
Total non-interest income6,081 6,099 6,415 
Total income before non-interest expense13,919 22,536 27,206 
Non-interest expense:
Salaries and employee benefits9,988 10,968 11,679 
Occupancy and equipment1,937 1,807 1,910 
Professional services1,990 1,867 2,027 
Technology and information systems928 906 1,168 
Data processing1,189 1,159 1,223 
Marketing415 355 500 
Amortization of other intangible assets62 62 77 
Net gain on sale of other real estate owned— — (3)
Other1,767 1,190 1,324 
Total non-interest expense18,276 18,314 19,905 
(Loss)/income before income taxes(4,357)4,222 7,301 
Income tax (benefit)/expense(1,138)1,104 1,830 
Net (loss)/income available to common shareholders$(3,219)$3,118 $5,471 
(Loss)/earnings per common share:
Basic$(0.34)$0.33 $0.58 
Diluted(0.34)0.32 0.56 
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2)Provision for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP.



First Western Financial, Inc.
Consolidated Financial Summary (unaudited)
December 31,September 30,December 31,
(Dollars in thousands)
2023(1)
20232022
Assets
Cash and cash equivalents:
Cash and due from banks$7,284 $6,439 $4,926 
Interest-bearing deposits in other financial institutions247,158 265,045 191,586 
Total cash and cash equivalents254,442 271,484 196,512 
Held-to-maturity securities, at amortized cost (fair value of $66,617, $66,487 and $74,718, respectively), net of allowance for credit losses74,102 75,539 81,056 
Correspondent bank stock, at cost7,155 11,305 7,110 
Mortgage loans held for sale, at fair value7,254 12,105 8,839 
Loans held for sale, at fair value— — 1,965 
Loans (includes $13,726, $15,464, and $23,321 measured at fair value, respectively)2,530,915 2,530,459 2,469,413 
Allowance for credit losses(2)
(23,931)(23,175)(17,183)
Loans, net2,506,984 2,507,284 2,452,230 
Premises and equipment, net25,256 25,410 25,118 
Accrued interest receivable11,428 11,633 10,445 
Accounts receivable5,095 5,292 4,873 
Other receivables4,467 3,052 1,973 
Goodwill and other intangible assets, net31,854 31,916 32,104 
Deferred tax assets, net6,407 6,624 6,914 
Company-owned life insurance16,530 16,429 16,152 
Other assets24,488 24,680 21,457 
Total assets$2,975,462 $3,002,753 $2,866,748 
Liabilities  
Deposits:   
Noninterest-bearing$482,579 $476,308 $583,092 
Interest-bearing2,046,460 1,943,688 1,822,137 
Total deposits2,529,039 2,419,996 2,405,229 
Borrowings:   
Federal Home Loan Bank and Federal Reserve borrowings125,711 259,930 146,886 
Subordinated notes52,340 52,279 52,132 
Accrued interest payable3,793 3,203 1,125 
Other liabilities21,841 21,089 20,512 
Total liabilities2,732,724 2,756,497 2,625,884 
Shareholders’ Equity   
Total shareholders’ equity242,738 246,256 240,864 
Total liabilities and shareholders’ equity$2,975,462 $3,002,753 $2,866,748 
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2) Allowance for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP.



First Western Financial, Inc.
Consolidated Financial Summary (unaudited)
December 31,September 30,December 31,
(Dollars in thousands)
2023(1)
20232022
Loan Portfolio
Cash, Securities, and Other(2)
$140,053 $148,669 $165,670 
Consumer and Other31,296 23,975 26,539 
Construction and Development347,515 349,436 288,497 
1-4 Family Residential925,984 913,085 898,154 
Non-Owner Occupied CRE546,966 527,377 496,776 
Owner Occupied CRE197,205 208,341 216,056 
Commercial and Industrial336,842 349,515 361,028 
Total 2,525,861 2,520,398 2,452,720 
Loans accounted for under the fair value option14,129 16,105 23,415 
Total loans held for investment2,539,990 2,536,503 2,476,135 
Deferred (fees) costs and unamortized premiums/(unaccreted discounts), net(3)
(9,075)(6,044)(6,722)
Loans (includes $13,726, $15,464, and $23,321 measured at fair value, respectively)$2,530,915 $2,530,459 $2,469,413 
Mortgage loans held for sale7,254 12,105 8,839 
Loans held for sale— — 1,965 
Deposit Portfolio
Money market deposit accounts$1,386,149 $1,388,726 $1,336,092 
Time deposits496,452 373,459 224,090 
Negotiable order of withdrawal accounts147,488 164,000 234,778 
Savings accounts16,371 17,503 27,177 
Total interest-bearing deposits2,046,460 1,943,688 1,822,137 
Noninterest-bearing accounts482,579 476,308 583,092 
Total deposits$2,529,039 $2,419,996 $2,405,229 
____________________
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2) Includes PPP loans of $4.3 million as of December 31, 2023, $4.9 million as of September 30, 2023, and $7.1 million as of December 31, 2022.
(3) Includes fair value adjustments on loans held for investment accounted for under the fair value option.




First Western Financial, Inc.
Consolidated Financial Summary (unaudited) (continued)
As of or for the Three Months Ended
December 31,September 30, December 31,
(Dollars in thousands)
2023(1)
20232022
Average Balance Sheets
Assets
Interest-earning assets:
Interest-bearing deposits in other financial institutions$104,789 $102,510 $103,190 
Federal funds sold— — — 
Investment securities76,331 78,057 84,017 
Correspondent bank stock7,576 7,162 11,880 
Loans2,536,287 2,502,419 2,436,273 
Interest-earning assets2,724,983 2,690,148 2,635,360 
Mortgage loans held for sale9,915 12,680 9,065 
Total interest-earning assets, plus mortgage loans held for sale2,734,898 2,702,828 2,644,425 
Allowance for credit losses(2)
(23,308)(22,122)(16,724)
Noninterest-earning assets126,132 125,774 125,355 
Total assets$2,837,722 $2,806,480 $2,753,056 
Liabilities and Shareholders’ Equity  
Interest-bearing liabilities:  
Interest-bearing deposits$1,914,856 $1,846,318 $1,582,587 
FHLB and Federal Reserve borrowings139,316 125,250 212,693 
Subordinated notes52,299 52,242 38,335 
Total interest-bearing liabilities2,106,471 2,023,810 1,833,615 
Noninterest-bearing liabilities:  
Noninterest-bearing deposits456,787 512,956 659,076 
Other liabilities25,387 24,228 21,660 
Total noninterest-bearing liabilities482,174 537,184 680,736 
Total shareholders’ equity249,077 245,486 238,705 
Total liabilities and shareholders’ equity$2,837,722 $2,806,480 $2,753,056 
Yields/Cost of funds (annualized)
Interest-bearing deposits in other financial institutions5.11 %5.00 %3.57 %
Investment securities3.12 3.09 3.05 
Correspondent bank stock8.43 7.81 7.95 
Loans5.59 5.43 5.00 
Mortgage loans held for sale6.60 6.70 6.39 
Total interest-earning assets5.51 5.35 4.90 
Interest-bearing deposits3.94 3.75 2.07 
Cost of deposits3.18 2.94 1.46 
FHLB and Federal Reserve borrowings5.36 4.58 3.58 
Subordinated notes5.63 6.08 5.03 
Total interest-bearing liabilities4.08 3.86 2.31 
Net interest margin2.37 2.46 3.30 
Net interest rate spread1.43 1.49 2.59 
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2) Allowance for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP.



First Western Financial, Inc.
Consolidated Financial Summary (unaudited) (continued)
As of or for the Three Months Ended
December 31,September 30, December 31,
(Dollars in thousands, except share and per share amounts)
2023(1)
20232022
Asset Quality
Non-performing loans$51,125 $56,146 $12,349 
Non-performing assets51,125 56,146 12,349 
Net charge-offs8,595 190 95 
Non-performing loans to total loans2.01 %2.21 %0.50 %
Non-performing assets to total assets1.72 1.87 0.43 
Allowance for credit losses to non-performing loans(4)
46.81 41.28 139.14 
Allowance for credit losses to total loans(4)
0.95 0.92 0.70 
Allowance for credit losses to adjusted loans(2)(4)
0.95 0.92 0.78 
Net charge-offs to average loans(3)
0.34 0.01 *
Assets Under Management$6,752,981 $6,395,786 $6,106,973 
Market Data
Book value per share at period end25.33 25.76 25.37 
Tangible book value per common share(2)
22.01 22.42 21.99 
Weighted average outstanding shares, basic9,572,582 9,553,331 9,493,732 
Weighted average outstanding shares, diluted9,572,582 9,743,270 9,702,908 
Shares outstanding at period end9,581,183 9,560,209 9,495,440 
Consolidated Capital
Tier 1 capital to risk-weighted assets9.40 %9.32 %9.28 %
CET1 to risk-weighted assets9.40 9.32 9.28 
Total capital to risk-weighted assets12.59 12.45 12.37 
Tier 1 capital to average assets7.77 7.96 7.81 
Bank Capital
Tier 1 capital to risk-weighted assets10.54 10.42 10.29 
CET1 to risk-weighted assets10.54 10.42 10.29 
Total capital to risk-weighted assets11.45 11.31 11.06 
Tier 1 capital to average assets8.71 8.88 8.65 
____________________
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2) Represents a Non-GAAP financial measure. See “Reconciliation of Non-GAAP Measures” for a reconciliation of our Non-GAAP measures to the most directly comparable GAAP financial measure.
(3) Value results in an immaterial amount.
(4) Allowance for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP. Total loans does not include loans accounted for under the fair value option.




First Western Financial, Inc.
Consolidated Financial Summary (unaudited) (continued)
Reconciliations of Non-GAAP Financial Measures
As of or for the Three Months Ended
December 31,September 30, December 31,
(Dollars in thousands, except share and per share amounts)
2023(1)
20232022
Tangible Common
Total shareholders' equity$242,738 $246,256 $240,864 
Less: goodwill and other intangibles, net31,854 31,916 32,104 
Tangible common equity$210,884 $214,340 $208,760 
Common shares outstanding, end of period9,581,183 9,560,209 9,495,440 
Tangible common book value per share$22.01 $22.42 $21.99 
Net (loss)/income available to common shareholders(3,219)3,118 5,471 
Return on tangible common equity (annualized)(6.11)%5.82 %10.48 %
Efficiency
Non-interest expense$18,276 $18,314 $19,905 
Less: amortization62 62 77 
Less: acquisition related expenses36 30 195 
Adjusted non-interest expense$18,178 $18,222 $19,633 
Total income before non-interest expense$13,919 $22,536 $27,206 
Less: unrealized loss recognized on equity securities(2)(19)— 
Less: net loss on loans accounted for under the fair value option(91)(252)(602)
Less: net loss on loans held for sale at fair value— — (12)
Plus: provision for credit losses(2)
8,493 329 1,197 
Gross revenue$22,505 $23,136 $29,017 
Efficiency ratio80.77 %78.76 %67.66 %
Allowance for Credit Loss to Adjusted Loans
Total loans held for investment2,539,990 2,536,503 2,476,135 
Less: loans acquired(3)
— — 234,717 
Less: PPP loans(4)
4,343 4,876 6,378 
Less: loans accounted for under fair value14,129 16,105 23,415 
Adjusted loans$2,521,518 $2,515,522 $2,211,625 
Allowance for credit losses(2)
$23,931 $23,175 $17,183 
Allowance for credit losses to adjusted loans(2)
0.95 %0.92 %0.78 %
___________________
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
(2) Provision and allowance for credit loss amounts for periods prior to the ASC 326 adoption date of January 1, 2023 are reported in accordance with previously applicable GAAP.
(3)As of December 31, 2023 and September 30, 2023, acquired loans totaling $212.3 million and $216.1 million, respectively, are included in the allowance for credit loss calculation and are therefore not removed in calculating adjusted total loans.
(4)As of December 31, 2023 and September 30, 2023, the adjustment for PPP loans includes acquired PPP loans as acquired loans are included in total loans held for investment as a result of the adoption of ASC 326. As of December 31, 2022, the adjustment for PPP loans did not include acquired PPP loans, as those were already included in the loans acquired adjustment.





First Western Financial, Inc.
Consolidated Financial Summary (unaudited) (continued)
As of or for the Three Months Ended
December 31,September 30, December 31,
(Dollars in thousands, except share and per share data)
2023(1)
20232022
Adjusted Net (Loss)/Income Available to Common Shareholders
Net (loss)/income available to common shareholders$(3,219)$3,118 $5,471 
Plus: acquisition related expenses36 30 195 
Less: income tax impact from acquisition related expenses49 
Adjusted net (loss)/income available to shareholders$(3,192)$3,140 $5,617 
Pre-Tax, Pre-Provision Net Income
(Loss)/income before income taxes$(4,357)$4,222 $7,301 
Plus: provision for credit losses8,493 329 1,197 
Pre-tax, pre-provision net income$4,136 $4,551 $8,498 
Adjusted Basic (Loss)/Earnings Per Share
Basic (loss)/earnings per share $(0.34)$0.33 $0.58 
Plus: acquisition related expenses net of income tax impact**0.01 
Adjusted basic (loss)/earnings per share$(0.34)$0.33 $0.59 
Adjusted Diluted (Loss)/Earnings Per Share
Diluted (loss)/earnings per share $(0.34)$0.32 $0.56 
Plus: acquisition related expenses net of income tax impact**0.02 
Adjusted diluted (loss)/earnings per share$(0.34)$0.32 $0.58 
Adjusted Return on Average Assets (annualized)
Return on average assets(0.45)%0.44 %0.79 %
Plus: acquisition related expenses net of income tax impact*0.01 0.03 
Adjusted return on average assets(0.46)%0.45 %0.82 %
Adjusted Return on Average Shareholders' Equity (annualized)
Return on average shareholders' equity(5.17)%5.08 %9.17 %
Plus: acquisition related expenses net of income tax impact0.04 0.04 0.24 
Adjusted return on average shareholders' equity(5.12)%5.12 %9.41 %
Adjusted Return on Tangible Common Equity (annualized)
Return on tangible common equity(6.11)%5.82 %10.48 %
Plus: acquisition related expenses net of income tax impact0.06 0.04 0.28 
Adjusted return on tangible common equity(6.05)%5.86 %10.76 %
(1) December 31, 2023 amounts include the impact of the revision previously mentioned in this earnings release.
* Represents an immaterial impact to adjusted earnings per share.