WEST BANCORPORATION INC - Quarter Report: 2007 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
quarterly period ended June 30, 2007
or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transition period from
to
Commission
File Number 0-49677
WEST
BANCORPORATION, INC.
(Exact
Name of Registrant as Specified in its Charter)
42-1230603
|
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
1601
22nd
Street,
West Des Moines, Iowa 50266
Telephone
Number (515) 222-2300
Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o
No
x
As
of
August 3, 2007, there were 17,536,682 shares of common stock, no par value
outstanding.
PART
I -
FINANCIAL INFORMATION
Item
1.
Financial Statements
West
Bancorporation, Inc. and Subsidiaries
|
|||||||
Consolidated
Balance Sheets
|
|||||||
(unaudited)
|
|||||||
June
30,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(in
thousands, except per share data)
|
|||||||
Assets
|
|||||||
Cash
and due from banks
|
$
|
27,329
|
$
|
35,063
|
|||
Federal
funds sold and other short-term investments
|
9,555
|
615
|
|||||
Cash
and cash equivalents
|
36,884
|
35,678
|
|||||
Securities
available for sale
|
245,645
|
256,731
|
|||||
Federal
Home Loan Bank stock, at cost
|
7,731
|
4,847
|
|||||
Total
securities
|
253,376
|
261,578
|
|||||
Loans
|
937,257
|
904,422
|
|||||
Allowance
for loan losses
|
(8,779
|
)
|
(8,494
|
)
|
|||
Loans,
net
|
928,478
|
895,928
|
|||||
Premises
and equipment, net
|
5,212
|
5,375
|
|||||
Accrued
interest receivable
|
8,964
|
8,587
|
|||||
Goodwill
|
24,930
|
24,930
|
|||||
Other
intangible assets
|
2,559
|
2,987
|
|||||
Bank-owned
life insurance
|
23,391
|
22,956
|
|||||
Other
assets
|
10,940
|
10,517
|
|||||
Total
assets
|
$
|
1,294,734
|
$
|
1,268,536
|
|||
Liabilities
and Stockholders' Equity
|
|||||||
Liabilities
|
|||||||
Deposits:
|
|||||||
Noninterest-bearing
demand
|
$
|
187,575
|
$
|
203,964
|
|||
Interest-bearing
demand
|
69,401
|
57,605
|
|||||
Savings
|
216,376
|
234,240
|
|||||
Time,
in excess of $100,000
|
220,414
|
256,105
|
|||||
Other
time
|
163,938
|
173,420
|
|||||
Total
deposits
|
857,704
|
925,334
|
|||||
Federal
funds purchased and securities sold under agreements
to repurchase
|
144,060
|
109,346
|
|||||
Other
short-term borrowings
|
40,860
|
1,929
|
|||||
Accrued
expenses and other liabilities
|
11,637
|
12,096
|
|||||
Subordinated
notes
|
20,619
|
20,619
|
|||||
Long-term
borrowings
|
103,500
|
85,400
|
|||||
Total
liabilities
|
1,178,380
|
1,154,724
|
|||||
Stockholders'
Equity
|
|||||||
Common
stock, no par value; authorized 50,000,000 shares;
|
|||||||
17,536,682
shares issued and outstanding
|
3,000
|
3,000
|
|||||
Additional
paid-in capital
|
32,000
|
32,000
|
|||||
Retained
earnings
|
84,357
|
80,397
|
|||||
Accumulated
other comprehensive loss
|
(3,003
|
)
|
(1,585
|
)
|
|||
Total
stockholders' equity
|
116,354
|
113,812
|
|||||
Total
liabilities and stockholders' equity
|
$
|
1,294,734
|
$
|
1,268,536
|
See
accompanying notes to consolidated financial statements.
2
West
Bancorporation, Inc. and Subsidiaries
|
|||||||||||||
Consolidated
Statements of Income
|
|||||||||||||
(unaudited)
|
|||||||||||||
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
||||||||||||
(in
thousands, except per share data)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Interest
income:
|
|||||||||||||
Loans,
including fees
|
$
|
17,932
|
$
|
17,036
|
$
|
35,036
|
$
|
32,499
|
|||||
Securities:
|
|||||||||||||
Government
agencies and corporations
|
1,491
|
1,522
|
2,987
|
3,018
|
|||||||||
States
and political subdivisions
|
936
|
1,029
|
1,906
|
2,072
|
|||||||||
Other
|
388
|
398
|
777
|
726
|
|||||||||
Federal
funds sold and other short-term investments
|
271
|
219
|
560
|
345
|
|||||||||
Total
interest income
|
21,018
|
20,204
|
41,266
|
38,660
|
|||||||||
Interest
expense:
|
|||||||||||||
Demand
deposits
|
452
|
77
|
777
|
136
|
|||||||||
Savings
deposits
|
1,841
|
1,919
|
3,556
|
3,632
|
|||||||||
Time
deposits
|
5,390
|
6,132
|
10,922
|
10,989
|
|||||||||
Federal
funds purchased and securities sold under
|
|||||||||||||
agreements
to repurchase
|
1,780
|
846
|
3,455
|
1,758
|
|||||||||
Other
short-term borrowings
|
63
|
12
|
71
|
26
|
|||||||||
Subordinated
notes
|
367
|
367
|
730
|
730
|
|||||||||
Long-term
borrowings
|
1,337
|
1,014
|
2,656
|
2,009
|
|||||||||
Total
interest expense
|
11,230
|
10,367
|
22,167
|
19,280
|
|||||||||
Net
interest income
|
9,788
|
9,837
|
19,099
|
19,380
|
|||||||||
Provision
for loan losses
|
350
|
450
|
650
|
900
|
|||||||||
Net
interest income after provision for loan losses
|
9,438
|
9,387
|
18,449
|
18,480
|
|||||||||
Noninterest
income:
|
|||||||||||||
Service
charges on deposit accounts
|
1,211
|
1,117
|
2,339
|
2,121
|
|||||||||
Trust
services
|
188
|
195
|
369
|
363
|
|||||||||
Investment
advisory fees
|
2,043
|
2,112
|
4,002
|
4,361
|
|||||||||
Increase
in cash value of bank-owned life insurance
|
219
|
213
|
435
|
422
|
|||||||||
Net
realized losses from sales of securities
|
|||||||||||||
available
for sale
|
(13
|
)
|
(38
|
)
|
(9
|
)
|
(144
|
)
|
|||||
Other
income
|
387
|
361
|
769
|
718
|
|||||||||
Total
noninterest income
|
4,035
|
3,960
|
7,905
|
7,841
|
|||||||||
Noninterest
expense:
|
|||||||||||||
Salaries
and employee benefits
|
3,355
|
3,492
|
6,971
|
7,167
|
|||||||||
Occupancy
|
897
|
866
|
1,831
|
1,722
|
|||||||||
Data
processing
|
473
|
506
|
940
|
985
|
|||||||||
Other
expenses
|
1,183
|
1,318
|
2,620
|
2,620
|
|||||||||
Total
noninterest expense
|
5,908
|
6,182
|
12,362
|
12,494
|
|||||||||
Income
before income taxes
|
7,565
|
7,165
|
13,992
|
13,827
|
|||||||||
Income
taxes
|
2,438
|
2,283
|
4,421
|
4,400
|
|||||||||
Net
income
|
$
|
5,127
|
$
|
4,882
|
$
|
9,571
|
$
|
9,427
|
|||||
Earnings
per share, basic
|
$
|
0.29
|
$
|
0.28
|
$
|
0.55
|
$
|
0.54
|
|||||
Cash
dividends per share
|
$
|
0.16
|
$
|
0.152
|
$
|
0.32
|
$
|
0.304
|
See
accompanying notes to consolidated financial statements.
3
West
Bancorporation, Inc. and Subsidiaries
|
|||||||
Consolidated
Statements of Stockholders' Equity
|
|||||||
(unaudited)
|
|||||||
Six
Months Ended June 30,
|
|||||||
(in
thousands, except per share data)
|
2007
|
2006
|
|||||
Common
stock:
|
|||||||
Beginning
of year balance
|
$
|
3,000
|
$
|
3,000
|
|||
End
of period balance
|
3,000
|
3,000
|
|||||
Additional
paid-in capital:
|
|||||||
Beginning
of year balance
|
32,000
|
32,000
|
|||||
End
of period balance
|
32,000
|
32,000
|
|||||
Retained
earnings:
|
|||||||
Beginning
of year balance
|
80,397
|
71,951
|
|||||
Net
income
|
9,571
|
9,427
|
|||||
Dividends
on common stock; per share amounts
|
|||||||
2007
- $0.32 and 2006 - $.304
|
(5,611
|
)
|
(5,345
|
)
|
|||
End
of period balance
|
84,357
|
76,033
|
|||||
Accumulated
other comprehensive loss:
|
|||||||
Beginning
of year balance
|
(1,585
|
)
|
(2,430
|
)
|
|||
Unrealized
gains (losses) on securities, net of tax
|
(1,418
|
)
|
(1,923
|
)
|
|||
End
of period balance
|
(3,003
|
)
|
(4,353
|
)
|
|||
Total
stockholders' equity
|
$
|
116,354
|
$
|
106,680
|
West
Bancorporation, Inc. and Subsidiaries
|
|||||||
Consolidated
Statements of Comprehensive Income
|
|||||||
(unaudited)
|
|||||||
Six
Months Ended June 30,
|
|||||||
(in
thousands)
|
2007
|
2006
|
|||||
Net
income
|
$
|
9,571
|
$
|
9,427
|
|||
Other
comprehensive income (loss), unrealized gains
|
|||||||
(losses)
on securities, net of reclassification adjustment,
|
|||||||
net
of tax
|
(1,418
|
)
|
(1,923
|
)
|
|||
Comprehensive
income
|
$
|
8,153
|
$
|
7,504
|
See
accompanying notes to consolidated financial statements.
4
West
Bancorporation, Inc. and Subsidiaries
|
|||||||
Consolidated
Statements of Cash Flows
|
|||||||
(unaudited)
|
|||||||
Six
Months Ended June 30,
|
|||||||
(in
thousands)
|
2007
|
2006
|
|||||
Cash
Flows from Operating Activities:
|
|||||||
Net
income
|
$
|
9,571
|
$
|
9,427
|
|||
Adjustments
to reconcile net income to net cash provided by
|
|||||||
operating
activities:
|
|||||||
Provision
for loan losses
|
650
|
900
|
|||||
Net
amortization and accretion
|
759
|
685
|
|||||
Loss
on disposition of fixed assets
|
28
|
9
|
|||||
Net
losses from sales of securities available for sale
|
9
|
144
|
|||||
Net
gains from sales of loans held for sale
|
(38
|
)
|
(63
|
)
|
|||
Proceeds
from sales of loans held for sale
|
4,205
|
4,673
|
|||||
Originations
of loans held for sale
|
(4,592
|
)
|
(4,744
|
)
|
|||
Increase
in value of bank-owned life insurance
|
(435
|
)
|
(422
|
)
|
|||
Depreciation
|
458
|
450
|
|||||
Deferred
income taxes
|
(53
|
)
|
(294
|
)
|
|||
Change
in assets and liabilities:
|
|||||||
Increase
in accrued interest receivable
|
(377
|
)
|
(636
|
)
|
|||
Increase
(decrease) in accrued expenses and other liabilities
|
(459
|
)
|
914
|
||||
Net
cash provided by operating activities
|
9,726
|
11,043
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Proceeds
from sales, calls, and maturities of securities available for
sale
|
10,624
|
20,299
|
|||||
Purchases
of securities available for sale
|
(2,159
|
)
|
(18,273
|
)
|
|||
Acquisition
of Federal Home Loan Bank stock
|
(3,205
|
)
|
(533
|
)
|
|||
Proceeds
from redemption of Federal Home Loan Bank stock
|
320
|
431
|
|||||
Net
increase in loans
|
(32,926
|
)
|
(81,027
|
)
|
|||
Proceeds
from sale of premises and equipment
|
29
|
16
|
|||||
Purchases
of premises and equipment
|
(351
|
)
|
(279
|
)
|
|||
Change
in other assets
|
643
|
(1,244
|
)
|
||||
Net
cash used in investing activities
|
(27,025
|
)
|
(80,610
|
)
|
|||
Cash
Flows from Financing Activities:
|
|||||||
Net
change in deposits
|
(67,630
|
)
|
84,366
|
||||
Net
change in federal funds purchased and securities sold
|
|||||||
under
agreements to repurchase
|
34,714
|
17,926
|
|||||
Net
change in other short-term borrowings
|
38,932
|
(2,333
|
)
|
||||
Proceeds
from long-term borrowings
|
30,000
|
-
|
|||||
Principal
payments on long-term borrowings
|
(11,900
|
)
|
-
|
||||
Cash
dividends
|
(5,611
|
)
|
(5,345
|
)
|
|||
Net
cash provided by financing activities
|
18,505
|
94,614
|
|||||
Net
increase in cash and cash equivalents
|
1,206
|
25,047
|
|||||
Cash
and Cash Equivalents:
|
|||||||
Beginning
|
35,678
|
40,665
|
|||||
End
|
$
|
36,884
|
$
|
65,712
|
|||
Supplemental
Disclosures of Cash Flow Information
|
|||||||
Cash
payments for:
|
|||||||
Interest
|
$
|
22,799
|
$
|
18,306
|
|||
Income
taxes
|
3,989
|
4,722
|
See
accompanying notes to consolidated financial statements.
5
West
Bancorporation, Inc.
Notes
to
Consolidated Financial Statements
(unaudited)
(in
thousands, except per share information)
1.
Basis
of Presentation
The
accompanying consolidated statements of income for the three and six months
ended June 30, 2007 and 2006, and the consolidated statements of stockholders’
equity, comprehensive income (loss), and cash flows for the six months ended
June 30, 2007 and 2006, and the consolidated balance sheets as of June 30,
2007
and December 31, 2006, include the accounts and transactions of the Company
and
its wholly-owned subsidiaries, West Bank and WB Capital Management Inc. All
material intercompany balances and transactions have been eliminated in
consolidation.
The
accompanying consolidated financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these interim consolidated
financial statements be read in conjunction with the Company's most recent
audited financial statements and notes thereto. In the opinion of management,
the accompanying consolidated financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly
the
financial position as of June 30, 2007, and the results of operations and cash
flows for the three and six months ended June 30, 2007 and 2006.
The
results for these interim periods may not be indicative of results for the
entire year or for any other period.
2.
Earnings per Common Share
Earnings
per share represent income available to common shareholders divided by the
weighted average number of shares outstanding during the period. The Company
has
no common equivalent shares that could cause dilution. The average number of
shares outstanding for the three and six months ended June 30, 2007 and 2006
was
17,536,682 and 17,536,935, respectively.
3.
Commitments
In
the
normal course of business, the Company enters into commitments to extend credit
such as loan commitments and standby letters of credit to meet the financing
needs of its customers. These commitments expose the Company to varying degrees
of credit and market risk and are subject to the same credit reviews as those
loans recorded on the balance sheet. For additional information on credit
extension commitments see Note 13 of the Company’s 2006 consolidated financial
statements. The Company’s commitments as of June 30, 2007 and December 31, 2006,
are approximately as follows:
June
30,
2007
|
December
31,
2006
|
||||||
Commitments
to extend credit
|
$
|
235,883
|
$
|
262,717
|
|||
Standby
letters of credit
|
20,880
|
22,301
|
|||||
$
|
256,763
|
$
|
285,018
|
6
4.
Segment Information
An
operating segment is generally defined as a component of a business for which
discrete financial information is available and whose operating results are
regularly reviewed by the chief operating decision-maker. The Company’s primary
business segments are banking and investment advisory services. The banking
segment generates revenue through interest and fees on loans, service charges
on
deposit accounts, interest on investment securities and fees for trust services.
The banking segment includes West Bank and the Company and related elimination
entries between the two, as the holding company’s operation is similar to the
bank. The investment advisory segment consists of WB Capital Management Inc.,
and generates revenue by providing investment portfolio management services
to
individuals, retirement plans, corporations, foundations, endowments and public
entities. Selected financial information on the Company’s segments is presented
below for the three and six months ended June 30, 2007 and 2006.
|
|
Three
months ended June 30,
|
|
||||||||||||||||||||||
|
|
2007
Segments
|
|
2006
Segments
|
|
||||||||||||||||||||
|
|
|
|
Investment
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
||||||||
|
|
Banking
|
|
Advisory
|
|
Other
|
|
Consolidated
|
|
Banking
|
|
Advisory
|
|
Other
|
|
Consolidated
|
|||||||||
Interest
income
|
$
|
21,018
|
$
|
-
|
$
|
-
|
$
|
21,018
|
$
|
20,192
|
$
|
-
|
$
|
12
|
$
|
20,204
|
|||||||||
Interest
expense
|
11,230
|
-
|
-
|
11,230
|
10,359
|
(4
|
)
|
12
|
10,367
|
||||||||||||||||
Net
interest income
|
9,788
|
-
|
-
|
9,788
|
9,833
|
4
|
-
|
9,837
|
|||||||||||||||||
Provision
for loan losses
|
350
|
-
|
-
|
350
|
450
|
-
|
-
|
450
|
|||||||||||||||||
Net
interest income after
|
|||||||||||||||||||||||||
provision
for loan losses
|
9,438
|
-
|
-
|
9,438
|
9,383
|
4
|
-
|
9,387
|
|||||||||||||||||
Noninterest
income
|
1,977
|
2,112
|
(54
|
)
|
4,035
|
1,846
|
2,169
|
(55
|
)
|
3,960
|
|||||||||||||||
Noninterest
expense
|
4,130
|
1,832
|
(54
|
)
|
5,908
|
4,292
|
1,945
|
(55
|
)
|
6,182
|
|||||||||||||||
Income
before income taxes
|
7,285
|
280
|
-
|
7,565
|
6,937
|
228
|
-
|
7,165
|
|||||||||||||||||
Income
taxes
|
2,324
|
114
|
-
|
2,438
|
2,191
|
92
|
-
|
2,283
|
|||||||||||||||||
Net
income
|
$
|
4,961
|
$
|
166
|
$
|
-
|
$
|
5,127
|
$
|
4,746
|
$
|
136
|
$
|
-
|
$
|
4,882
|
|||||||||
Depreciation
and amortization
|
$
|
216
|
$
|
230
|
$
|
-
|
$
|
446
|
$
|
196
|
$
|
250
|
$
|
-
|
$
|
446
|
Six
months ended June 30,
|
|
||||||||||||||||||||||||
|
|
2007
Segments
|
|
2006
Segments
|
|
||||||||||||||||||||
|
|
|
|
Investment
|
|
|
|
|
|
|
|
Investment
|
|
|
|
|
|
||||||||
|
|
Banking
|
|
Advisory
|
|
Other
|
|
Consolidated
|
|
Banking
|
|
Advisory
|
|
Other
|
|
Consolidated
|
|||||||||
Interest
income
|
$
|
41,266
|
$
|
-
|
$
|
-
|
$
|
41,266
|
$
|
38,662
|
$
|
-
|
$
|
(2
|
)
|
$
|
38,660
|
||||||||
Interest
expense
|
22,167
|
-
|
-
|
22,167
|
19,265
|
17
|
(2
|
)
|
19,280
|
||||||||||||||||
Net
interest income
|
19,099
|
-
|
-
|
19,099
|
19,397
|
(17
|
)
|
-
|
19,380
|
||||||||||||||||
Provision
for loan losses
|
650
|
-
|
-
|
650
|
900
|
-
|
-
|
900
|
|||||||||||||||||
Net
interest income after
|
|||||||||||||||||||||||||
provision
for loan losses
|
18,449
|
-
|
-
|
18,449
|
18,497
|
(17
|
)
|
-
|
18,480
|
||||||||||||||||
Noninterest
income
|
3,888
|
4,125
|
(108
|
)
|
7,905
|
3,479
|
4,466
|
(104
|
)
|
7,841
|
|||||||||||||||
Noninterest
expense
|
8,676
|
3,794
|
(108
|
)
|
12,362
|
8,662
|
3,936
|
(104
|
)
|
12,494
|
|||||||||||||||
Income
before income taxes
|
13,661
|
331
|
-
|
13,992
|
13,314
|
513
|
-
|
13,827
|
|||||||||||||||||
Income
taxes
|
4,285
|
136
|
-
|
4,421
|
4,189
|
211
|
-
|
4,400
|
|||||||||||||||||
Net
income
|
$
|
9,376
|
$
|
195
|
$
|
-
|
$
|
9,571
|
$
|
9,125
|
$
|
302
|
$
|
-
|
$
|
9,427
|
|||||||||
Depreciation
and amortization
|
$
|
421
|
$
|
465
|
$
|
-
|
$
|
886
|
$
|
395
|
$
|
497
|
$
|
-
|
$
|
892
|
|||||||||
Goodwill
|
$
|
13,376
|
$
|
11,554
|
$
|
-
|
$
|
24,930
|
$
|
13,376
|
$
|
9,869
|
$
|
-
|
$
|
23,245
|
|||||||||
Total
assets
|
$
|
1,280,432
|
$
|
14,654
|
$
|
(352
|
)
|
$
|
1,294,734
|
$
|
1,333,501
|
$
|
13,947
|
$
|
(193
|
)
|
$
|
1,347,255
|
7
5.
Income
Taxes
The
Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting
for Uncertainty in Income Taxes,
effective January 1, 2007.
The
Interpretation provides clarification on accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with FASB
Statement of Financial Accounting Standard (SFAS) No. 109, Accounting
for Income Taxes.
The
Interpretation prescribes a recognition threshold and measurement attribute
for
the financial statement recognition and measurement of a tax position taken
or
expected to be taken in a tax return. As a result of the Company’s evaluation of
the implementation of FIN 48, no significant income tax uncertainties were
identified. Therefore, the Company recognized no adjustment for unrecognized
income tax benefits during the six months ended June 30, 2007. Corporate tax
returns for the years 2004 through 2006 remain open to examination by Federal
and Iowa taxing authorities.
6.
Impact
of New Financial Accounting Standards
In
February 2007, The FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial
Liabilities.
SFAS No.
159 is an amendment of SFAS No. 115, Accounting
for Certain Investments in Debt and Equity Securities.
SFAS No.
159 generally permits the measurement of selected eligible financial instruments
at fair value at specified election dates. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility
in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement
is
expected to expand the use of fair value measurement, which is consistent with
the FASB’s long-term measurement objectives for accounting for financial
instruments. This Statement is effective for the Company beginning January
1,
2008. The Company has evaluated this pronouncement and has concluded its
operations are not applicable to the primary objective of the pronouncement.
The
Company’s independent registered public accounting firm concurred with that
assessment.
7.
Use of
Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. Material estimates that are
particularly susceptible to significant change in the near term are the
allowance for loan losses and fair value of financial instruments.
8.
Critical Accounting Policies
Management
has identified its most critical accounting policy to be that related to the
allowance for loan losses. The allowance for loan losses is established through
a provision for loan losses charged to expense. Loans are charged against the
allowance for loan losses when management believes that collectibility of the
principal is unlikely. The Company has policies and procedures for evaluating
the overall credit quality of its loan portfolio, including timely
identification of potential problem credits. On a quarterly basis, management
reviews the appropriate level for the allowance for loan losses incorporating
a
variety of risk considerations, both quantitative and qualitative. Quantitative
factors include the Company’s historical loss experience, delinquency and
charge-off trends, collateral values, known information about individual loans
and other factors. Qualitative factors include the general economic environment
in the Company’s market areas and the expected trend of those economic
conditions. To the extent actual results differ from forecasts and management’s
judgment, the allowance for loan losses may be greater or less than future
charge-offs.
8
Item
2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
"SAFE
HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT
The
information contained in this report may contain forward-looking statements
about the Company’s growth and acquisition strategies, new products and
services, and future financial performance, including earnings and dividends
per
share, return on average assets, return on average equity, efficiency ratio
and
capital ratio. Certain statements in this report constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are based upon certain underlying
assumptions, risks and uncertainties. Because of the possibility of change
in
the underlying assumptions, actual results could differ materially from these
forward-looking statements. Risks and uncertainties that may affect future
results include: interest rate risk, competitive pressures, pricing pressures
on
loans and deposits, actions of bank and non-bank competitors, changes in local
and national economic conditions, changes in regulatory requirements, actions
of
the Securities and Exchange Commission and/or the Federal Reserve Board, and
customers’ acceptance of the Company’s products and services. The Company
undertakes no obligation to revise or update such forward-looking statements
to
reflect current events or circumstances after the date hereof or to reflect
the
occurrence of unanticipated events.
THREE
AND
SIX MONTHS ENDED JUNE 30, 2007
(dollars
in thousands)
OVERVIEW
The
following discussion describes the consolidated operations of the Company,
including its wholly-owned subsidiaries, West Bank and WB Capital Management
Inc. (“WB Capital”). Consolidated results of operations for the three and six
months ended June 30, 2007, are compared to the results for the same periods
in
2006 and the consolidated financial condition of the Company at June 30, 2007,
is compared to the December 31, 2006 position.
Net
income for the three months ended June 30, 2007, was $5,127 compared to $4,882
for the same period in 2006, an increase of 5.0 percent.
For
the
first six months of 2007, net income increased 1.5 percent to $9,571, or $0.55
per share, compared to $9,427 for the first six months of 2006. The annualized
return on average assets was 1.47 percent for both periods. Net interest income
for the first six months of 2007 was $281 lower than during the first half
of
2006, primarily because of a 10 basis point decline in the net interest margin
to 3.29 percent. This decline was offset by a $250 decrease in the provision
for
loan losses compared to the first half of 2006.
Year-to-date
noninterest income was 0.8 percent higher than last year as an increase in
service charges and lower realized losses from sales of securities were offset
by a decline in revenue from investment advisory fees. Realized losses on the
sale of investment securities totaled $9 in the first six months of 2007
compared to $144 in the same period of 2006.
WB
capital year-to-date net income was $195 for the six months ended June 30,
2007
compared to $302 for the same period in 2006. Revenues were lower than a year
ago because of a decision to reduce the fees on the Vintage mutual funds.
Operating expenses at WB Capital were $142 lower during the first half of 2007
compared to the same 2006 period.
9
RESULTS
OF OPERATIONS
The
following table shows selected financial results and measures for the three
and
six months ended June 30, 2007 compared with the same periods in
2006:
|
Three
months ended June 30,
|
Six
months ended June 30,
|
|||||||||||||||||||||||
2007
|
2006
|
Change
|
Change-%
|
2007
|
2006
|
Change
|
Change-%
|
||||||||||||||||||
Net
income
|
$
|
5,127
|
$
|
4,882
|
$
|
245
|
5.0
|
%
|
$
|
9,571
|
$
|
9,427
|
$
|
144
|
1.5
|
%
|
|||||||||
Average
assets
|
1,323,901
|
1,317,852
|
6,049
|
0.5
|
%
|
1,314,146
|
1,294,836
|
19,310
|
1.5
|
%
|
|||||||||||||||
Average
stockholders'
|
|||||||||||||||||||||||||
equity
|
115,535
|
105,488
|
10,047
|
9.5
|
%
|
114,608
|
105,102
|
9,506
|
9.0
|
%
|
|||||||||||||||
Return
on assets
|
1.55
|
%
|
1.49
|
%
|
0.06
|
%
|
1.47
|
%
|
1.47
|
%
|
0.00
|
%
|
|||||||||||||
Return
on equity
|
17.80
|
%
|
18.56
|
%
|
-0.76
|
%
|
16.84
|
%
|
18.09
|
%
|
-1.25
|
%
|
|||||||||||||
Efficiency
ratio
|
41.54
|
%
|
43.35
|
%
|
-1.81
|
%
|
44.46
|
%
|
44.25
|
%
|
0.21
|
%
|
|||||||||||||
Dividend
payout ratio
|
54.72
|
%
|
54.74
|
%
|
-0.02
|
%
|
58.63
|
%
|
56.69
|
%
|
1.94
|
%
|
|||||||||||||
Equity
to assets ratio
|
8.73
|
%
|
8.00
|
%
|
0.73
|
%
|
8.72
|
%
|
8.12
|
%
|
0.60
|
%
|
Definitions
of ratios:
Return
on
assets - annualized net income divided by average assets.
Return
on
equity - annualized net income divided by average stockholders’
equity.
Efficiency
ratio - noninterest expense divided by noninterest income (excluding securities
gains) plus taxable equivalent net interest income.
Dividend
payout ratio - dividends paid divided by net income.
Equity
to
assets ratio - average equity divided by average assets.
Net
Interest Income
The
following tables show average balances and related interest income or interest
expense, with the resulting average yield or rate by category of
interest-earning assets or interest-bearing liabilities. Interest income and
the
resulting net interest income are shown on a fully taxable
basis.
10
Data
for
the three months ended June 30:
Average
Balance
|
Interest
Income/Expense
|
Yield/Rate
|
||||||||||||||||||||||||||||||||
2007
|
2006
|
Change
|
Change-%
|
2007
|
2006
|
Change
|
Change-%
|
2007
|
2006
|
Change
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||
Loans:
|
||||||||||||||||||||||||||||||||||
Commercial
|
$
|
348,949
|
$
|
353,339
|
$
|
(4,390
|
)
|
-1.24
|
%
|
$
|
6,961
|
$
|
6,767
|
$
|
194
|
2.87
|
%
|
8.00
|
%
|
7.68
|
%
|
0.32
|
%
|
|||||||||||
Real
estate
|
583,496
|
569,618
|
13,878
|
2.44
|
%
|
10,799
|
10,106
|
693
|
6.86
|
%
|
7.42
|
%
|
7.12
|
%
|
0.30
|
%
|
||||||||||||||||||
Consumer
and other
|
14,141
|
14,353
|
(212
|
)
|
-1.48
|
%
|
257
|
248
|
9
|
3.63
|
%
|
7.28
|
%
|
6.93
|
%
|
0.35
|
%
|
|||||||||||||||||
Total
loans
|
946,586
|
937,310
|
9,276
|
0.99
|
%
|
18,017
|
17,121
|
896
|
5.23
|
%
|
7.63
|
%
|
7.33
|
%
|
0.30
|
%
|
||||||||||||||||||
Investment
securities:
|
||||||||||||||||||||||||||||||||||
Taxable
|
169,612
|
174,075
|
(4,463
|
)
|
-2.56
|
%
|
1,975
|
2,008
|
(33
|
)
|
-1.64
|
%
|
4.66
|
%
|
4.61
|
%
|
0.05
|
%
|
||||||||||||||||
Tax-exempt
|
87,288
|
98,326
|
(11,038
|
)
|
-11.23
|
%
|
1,142
|
1,282
|
(140
|
)
|
-10.92
|
%
|
5.23
|
%
|
5.21
|
%
|
0.02
|
%
|
||||||||||||||||
Total
investment securities
|
256,900
|
272,401
|
(15,501
|
)
|
-5.69
|
%
|
3,117
|
3,290
|
(173
|
)
|
-5.26
|
%
|
4.85
|
%
|
4.83
|
%
|
0.02
|
%
|
||||||||||||||||
Federal
funds sold and
|
||||||||||||||||||||||||||||||||||
short-term
investments
|
20,472
|
17,228
|
3,244
|
18.83
|
%
|
271
|
219
|
52
|
23.74
|
%
|
5.30
|
%
|
5.10
|
%
|
0.20
|
%
|
||||||||||||||||||
Total
interest-earning assets
|
$
|
1,223,958
|
$
|
1,226,939
|
$
|
(2,981
|
)
|
-0.24
|
%
|
21,405
|
20,630
|
775
|
3.76
|
%
|
7.01
|
%
|
6.74
|
%
|
0.27
|
%
|
||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||
Deposits:
|
||||||||||||||||||||||||||||||||||
Checking
with interest, savings and money markets
|
$
|
306,375
|
$
|
311,362
|
$
|
(4,987
|
)
|
-1.60
|
%
|
2,293
|
1,996
|
297
|
14.88
|
%
|
3.00
|
%
|
2.57
|
%
|
0.43
|
%
|
||||||||||||||
Time
deposits
|
424,504
|
530,675
|
(106,171
|
)
|
-20.01
|
%
|
5,390
|
6,132
|
(742
|
)
|
-12.10
|
%
|
5.09
|
%
|
4.64
|
%
|
0.45
|
%
|
||||||||||||||||
Total
deposits
|
730,879
|
842,037
|
(111,158
|
)
|
-13.20
|
%
|
7,683
|
8,128
|
(445
|
)
|
-5.47
|
%
|
4.22
|
%
|
3.87
|
%
|
0.35
|
%
|
||||||||||||||||
Other
borrowed funds
|
279,809
|
174,862
|
104,947
|
60.02
|
%
|
3,547
|
2,239
|
1,308
|
58.42
|
%
|
5.09
|
%
|
5.14
|
%
|
-0.05
|
%
|
||||||||||||||||||
Total
interest-bearing liabilities
|
$
|
1,010,688
|
$
|
1,016,899
|
$
|
(6,211
|
)
|
-0.61
|
%
|
11,230
|
10,367
|
863
|
8.32
|
%
|
4.46
|
%
|
4.09
|
%
|
0.37
|
%
|
||||||||||||||
Tax-equivalent
net interest income
|
$
|
10,175
|
$
|
10,263
|
$
|
(88
|
)
|
-0.86
|
%
|
|||||||||||||||||||||||||
Net
interest spread
|
2.55
|
%
|
2.65
|
%
|
-0.10
|
%
|
||||||||||||||||||||||||||||
Net
interest margin
|
3.33
|
%
|
3.35
|
%
|
-0.02
|
%
|
Data
for
the six months ended June 30:
|
|
Average
Balance
|
Interest
Income/Expense
|
Yield/Rate
|
||||||||||||||||||||||||||||||
2007
|
2006
|
Change
|
Change-%
|
2007
|
2006
|
Change
|
Change-%
|
2007
|
2006
|
Change
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||
Loans:
|
||||||||||||||||||||||||||||||||||
Commercial
|
$
|
343,431
|
$
|
339,169
|
$
|
4,262
|
1.26
|
%
|
$
|
13,601
|
$
|
12,619
|
$
|
982
|
7.78
|
%
|
7.99
|
%
|
7.50
|
%
|
0.49
|
%
|
||||||||||||
Real
estate
|
579,195
|
562,376
|
16,819
|
2.99
|
%
|
21,072
|
19,576
|
1,496
|
7.64
|
%
|
7.34
|
%
|
7.02
|
%
|
0.32
|
%
|
||||||||||||||||||
Consumer
and other
|
14,496
|
14,047
|
449
|
3.20
|
%
|
536
|
471
|
65
|
13.80
|
%
|
7.46
|
%
|
6.77
|
%
|
0.69
|
%
|
||||||||||||||||||
Total
loans
|
937,122
|
915,592
|
21,530
|
2.35
|
%
|
35,209
|
32,666
|
2,543
|
7.78
|
%
|
7.58
|
%
|
7.19
|
%
|
0.39
|
%
|
||||||||||||||||||
Investment
securities:
|
||||||||||||||||||||||||||||||||||
Taxable
|
169,945
|
173,620
|
(3,675
|
)
|
-2.12
|
%
|
3,956
|
3,921
|
35
|
0.89
|
%
|
4.66
|
%
|
4.52
|
%
|
0.14
|
%
|
|||||||||||||||||
Tax-exempt
|
89,102
|
99,640
|
(10,538
|
)
|
-10.58
|
%
|
2,331
|
2,597
|
(266
|
)
|
-10.24
|
%
|
5.23
|
%
|
5.21
|
%
|
0.02
|
%
|
||||||||||||||||
Total
investment securities
|
259,047
|
273,260
|
(14,213
|
)
|
-5.20
|
%
|
6,287
|
6,518
|
(231
|
)
|
-3.54
|
%
|
4.85
|
%
|
4.77
|
%
|
0.08
|
%
|
||||||||||||||||
Federal
funds sold and
|
||||||||||||||||||||||||||||||||||
short-term
investments
|
21,439
|
14,248
|
7,191
|
50.47
|
%
|
560
|
345
|
215
|
62.32
|
%
|
5.26
|
%
|
4.88
|
%
|
0.38
|
%
|
||||||||||||||||||
Total
interest-earning assets
|
$
|
1,217,608
|
$
|
1,203,100
|
$
|
14,508
|
1.21
|
%
|
42,056
|
39,529
|
2,527
|
6.39
|
%
|
6.96
|
%
|
6.63
|
%
|
0.33
|
%
|
|||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||
Deposits:
|
||||||||||||||||||||||||||||||||||
Checking
with interest, savings
|
||||||||||||||||||||||||||||||||||
and
money markets
|
$
|
297,762
|
$
|
314,021
|
$
|
(16,259
|
)
|
-5.18
|
%
|
4,333
|
3,768
|
565
|
14.99
|
%
|
2.93
|
%
|
2.42
|
%
|
0.51
|
%
|
||||||||||||||
Time
deposits
|
432,846
|
496,187
|
(63,341
|
)
|
-12.77
|
%
|
10,922
|
10,989
|
(67
|
)
|
-0.61
|
%
|
5.09
|
%
|
4.47
|
%
|
0.62
|
%
|
||||||||||||||||
Total
deposits
|
730,608
|
810,208
|
(79,600
|
)
|
-9.82
|
%
|
15,255
|
14,757
|
498
|
3.37
|
%
|
4.21
|
%
|
3.67
|
%
|
0.54
|
%
|
|||||||||||||||||
Other
borrowed funds
|
273,719
|
181,707
|
92,012
|
50.64
|
%
|
6,912
|
4,523
|
2,389
|
52.82
|
%
|
5.09
|
%
|
5.02
|
%
|
0.07
|
%
|
||||||||||||||||||
Total
interest-bearing liabilities
|
$
|
1,004,327
|
$
|
991,915
|
$
|
12,412
|
1.25
|
%
|
22,167
|
19,280
|
2,887
|
14.97
|
%
|
4.45
|
%
|
3.92
|
%
|
0.53
|
%
|
|||||||||||||||
Tax-equivalent
net interest income
|
$
|
19,889
|
$
|
20,249
|
$
|
(360
|
)
|
-1.78
|
%
|
|||||||||||||||||||||||||
Net
interest spread
|
2.51
|
%
|
2.71
|
%
|
-0.20
|
%
|
||||||||||||||||||||||||||||
Net
interest margin
|
3.29
|
%
|
3.39
|
%
|
-0.10
|
%
|
11
Fluctuations in net interest income can result from the combination of changes in the balances of asset and liability categories and changes in interest rates. Net interest margin is a measure of the net return on interest-earning assets and is computed by dividing annualized tax-equivalent net interest income by the average of total interest-earning assets for the period. The net interest margin for the second quarter of 2007 was 3.33 percent, which was 2 basis points lower than the same quarter last year and 9 basis points higher than the first quarter of 2007. The increase from the prior quarter was primarily due to an increase in the yield on loans. The yield on loans was impacted by the collection of a prepayment penalty and recognition of unamortized fees on early loan payoffs.
For
the
six months ended June 30, 2007, the net interest margin declined to 3.29
percent. This was a 10 basis point reduction compared to the six months ended
June 30, 2006. The relatively flat yield curve, where short-term interest rates
are not significantly lower than long-term rates, continued to negatively impact
the net interest margin. The Company’s tax-equivalent net interest income for
the six months ended June 30, 2007 declined $360 compared to the six months
ended June 30, 2006.
Taxable-equivalent
interest income and fees on loans increased $2.5 million in the first six months
of 2007 compared to the same period in 2006, due to the combination of a higher
volume of outstanding loans and increasing yields. Average loans were $21.5
million higher than the first six months of 2006 and the average yield on loans
increased to 7.58 percent for the first six months of 2007, compared to 7.19
percent for the same period in 2006. The yield on the Company’s loan portfolio
is affected by the mix of the portfolio, the effects of competition, the
interest rate environment and the amount of non-accrual loans. The interest
rate
environment can influence the volume of new loan originations and the mix of
variable rate versus fixed rate loans. Loan pricing in the Company’s market
areas remains very competitive.
For
the
first six months of 2007, the average balance of investment securities was
$14.2
million lower than in the first six months of 2006, while the yield has
increased 8 basis points. There have been minimal purchases of investment
securities during the first six months of 2007 as yields on short-term
investments have approximated those of longer-term investment securities and
are
generally lower than the marginal cost of funds.
The
average rate paid on deposits for the first six months of 2007 increased to
4.21
percent from 3.67 percent for the same period last year. This increase is
primarily the result of an increase in market interest rates and the shift
in
funds from money market and savings accounts to a new market rate
interest-bearing checking account and certificates of deposits. Clients have
made these transfers to maximize their earnings. The reduction in time deposits
in the first six months of 2007 compared to the same time period in 2006 was
due
to using fewer wholesale certificates of deposit as a source of funding loan
growth.
The
average balance of borrowings for the first six months of 2007 was $92.0 million
higher than a year ago and the mix of borrowings has changed significantly
since
last year. Overnight borrowings in the form of Federal funds purchased from
correspondent banks averaged $43.4 million more than the first six months of
last year. Because these funds are short-term, the amount that is not needed
for
funding loans is invested overnight and earns only slightly more than the rate
the Bank is paying. Average securities sold under agreements to repurchase
increased $14.4 million compared to the prior year. Average long-term borrowings
increased $32.7 million. Lower rates paid on those additional borrowings
resulted in a 37 basis point decline in the rate compared to 2006.
12
Provision
for Loan Losses and the Related Allowance for Loan Losses
The
following table sets forth the activity in the Allowance for Loan Losses for
the
three and six months ended June 30, 2007 and 2006, as well as common ratios
related to the allowance for loan losses.
Three
months ended June 30,
|
Six
months ended June 30,
|
||||||||||||||||||
2007
|
2006
|
Change
|
2007
|
2006
|
Change
|
||||||||||||||
Balance
at beginning of period
|
$
|
8,743
|
$
|
8,049
|
$
|
694
|
$
|
8,494
|
$
|
7,615
|
$
|
879
|
|||||||
Charge-offs
|
(331
|
)
|
(66
|
)
|
(265
|
)
|
(486
|
)
|
(100
|
)
|
(386
|
)
|
|||||||
Recoveries
|
17
|
7
|
10
|
121
|
25
|
96
|
|||||||||||||
Net
charge-offs
|
(314
|
)
|
(59
|
)
|
(255
|
)
|
(365
|
)
|
(75
|
)
|
(290
|
)
|
|||||||
Provision
charged to operations
|
350
|
450
|
(100
|
)
|
650
|
900
|
(250
|
)
|
|||||||||||
Balance
at end of period
|
$
|
8,779
|
$
|
8,440
|
$
|
339
|
$
|
8,779
|
$
|
8,440
|
$
|
339
|
|||||||
Average
loans outstanding
|
$
|
946,586
|
$
|
937,310
|
$
|
937,122
|
$
|
915,592
|
|||||||||||
Ratio
of net charge-offs during the
|
|||||||||||||||||||
period
to average loans outstanding
|
0.03
|
%
|
0.01
|
%
|
0.04
|
%
|
0.01
|
%
|
|||||||||||
Ratio
of allowance for loan losses
|
|||||||||||||||||||
to
average loans outstanding
|
0.93
|
%
|
0.90
|
%
|
0.94
|
%
|
0.92
|
%
|
The
provision for loan losses represents charges made to earnings to maintain an
adequate allowance for loan losses. The allowance for loan losses is
management’s best estimate of probable losses inherent in the loan portfolio as
of the balance sheet date. Factors considered in establishing an appropriate
allowance include: an assessment of the financial condition of the borrower;
a
realistic determination of value and adequacy of underlying collateral; the
condition of the local economy and the condition of the specific industry of
the
borrower; an analysis of the levels and trends of loan categories; and a review
of delinquent and classified loans.
Net
charge-offs during the first six months of 2007 were $290 higher than in the
same period in 2006. The majority of the charge-offs were for 1-4 family real
estate and commercial loans. The net charge-off ratio for the six months ended
June 30, 2007, was 0.04 percent compared to 0.01 percent for the six months
ended June 30, 2006. While the level of net charge-offs increased over the
prior
year, this level of charge-offs is considered good when compared to the Bank’s
peers which had net charge-offs averaging 0.11 percent for the first quarter
of
2007 (latest information available). Significant efforts continue to be made
to
maximize recoveries.
The
allowance for loan losses represented 1,380 percent of non-accrual loans and
loans past due more than 90 days at June 30, 2007, compared to 1,307 percent
at
December 31, 2006.
The
adequacy of the allowance for loan losses is evaluated quarterly by management
and reviewed by the West Bank Board of Directors. This evaluation focuses on
specific loan reviews, changes in the type and volume of the loan portfolio
given the current and forecasted economic conditions, and historical loss
experience. Any one of the following conditions may result in the review of
a
specific loan: concern about whether the customer’s cash flow or net worth is
sufficient to repay the loan; delinquency status; criticism of the loan in
a
regulatory examination; the suspension of interest accrual; or other reasons
including whether the loan has other special or unusual characteristics that
suggest special monitoring is warranted.
While
management uses available information to recognize losses on loans, further
reduction in the carrying amounts of loans may be necessary based on changes
in
local economic conditions. In addition, regulatory agencies, as an integral
part
of their examination process, periodically review the estimated losses on loans.
Such agencies may require the Company to recognize additional losses based
on
their judgment about information available to them at the time of their
examination. See also the discussion of non-performing assets later in this
report.
13
Noninterest
Income
The
following table shows the variance from the prior year in the noninterest income
categories shown in the Consolidated Statements of Income. In addition, accounts
within the Other Income category that represent significant variances are
shown.
Three
months ended June 30,
|
|||||||||||||
Noninterest
income
|
2007
|
2006
|
Change
|
Change-%
|
|||||||||
Service
charges on deposit accounts
|
$
|
1,211
|
$
|
1,117
|
$
|
94
|
8.4
|
%
|
|||||
Trust
services
|
188
|
195
|
(7
|
)
|
-3.6
|
%
|
|||||||
Investment
advisory fees
|
2,043
|
2,112
|
(69
|
)
|
-3.3
|
%
|
|||||||
Increase
in cash value of bank-owned
|
|||||||||||||
life
insurance
|
219
|
213
|
6
|
2.8
|
%
|
||||||||
Net
realized losses from
|
|||||||||||||
sales
of securities
|
(13
|
)
|
(38
|
)
|
25
|
-65.8
|
%
|
||||||
Other:
|
|||||||||||||
Debit
card usage fees
|
87
|
58
|
29
|
50.0
|
%
|
||||||||
Check
printing fees
|
31
|
36
|
(5
|
)
|
-13.9
|
%
|
|||||||
Visa/MasterCard
income
|
53
|
40
|
13
|
32.5
|
%
|
||||||||
Gain
on sale of commercial loans
|
-
|
34
|
(34
|
)
|
-100.0
|
%
|
|||||||
Gain
on sale of residential mortgages
|
25
|
17
|
8
|
47.1
|
%
|
||||||||
All
other
|
191
|
176
|
15
|
8.5
|
%
|
||||||||
Total
other
|
387
|
361
|
26
|
7.2
|
%
|
||||||||
Total
noninterest income
|
$
|
4,035
|
$
|
3,960
|
$
|
75
|
1.9
|
%
|
Six
months ended June 30,
|
|||||||||||||
Noninterest
income
|
2007
|
2006
|
Change
|
Change-%
|
|||||||||
Service
charges on deposit accounts
|
$
|
2,339
|
$
|
2,121
|
$
|
218
|
10.3
|
%
|
|||||
Trust
services
|
369
|
363
|
6
|
1.7
|
%
|
||||||||
Investment
advisory fees
|
4,002
|
4,361
|
(359
|
)
|
-8.2
|
%
|
|||||||
Increase
in cash value of bank-owned
|
|||||||||||||
life
insurance
|
435
|
422
|
13
|
3.1
|
%
|
||||||||
Net
realized losses from
|
|||||||||||||
sales
of securities
|
(9
|
)
|
(144
|
)
|
135
|
-93.8
|
%
|
||||||
Other:
|
|||||||||||||
Debit
card usage fees
|
169
|
112
|
57
|
50.9
|
%
|
||||||||
Check
printing fees
|
67
|
83
|
(16
|
)
|
-19.3
|
%
|
|||||||
Visa/MasterCard
income
|
107
|
75
|
32
|
42.7
|
%
|
||||||||
Gain
on sale of commercial loans
|
-
|
34
|
(34
|
)
|
-100.0
|
%
|
|||||||
Gain
on sale of residential mortgages
|
38
|
29
|
9
|
31.0
|
%
|
||||||||
All
other
|
388
|
385
|
3
|
0.8
|
%
|
||||||||
Total
other
|
769
|
718
|
51
|
7.1
|
%
|
||||||||
Total
noninterest income
|
$
|
7,905
|
$
|
7,841
|
$
|
64
|
0.8
|
%
|
Service
charges on deposit accounts increased primarily because of implementing pricing
changes for return check charges in the third quarter of 2006. Offsetting this
increase were slight declines in service charges collected on commercial and
consumer accounts.
Investment
advisory fees are fees earned by WB Capital. The decline in investment advisory
fees in 2007 compared to 2006 was due to a reduction in certain fee schedules
and a lower level of assets under management in certain
categories.
14
The
Company recognized losses from the sale of investment securities in the first
half of both years. In the first half of 2007, the holding company investment
portfolio was liquidated and proceeds used to pay down long-term debt. During
2006, lower yielding investments were sold with the proceeds being reinvested
at
higher yields. Debit card usage fees continued to increase as a result of higher
usage of this convenient payment method. Meanwhile, check printing income
declined as customers continue to increase utilization of all forms of
electronic payments, thus reducing the frequency of ordering checks. Revenue
from Visa/MasterCard increased as a result of the fees earned on an additional
volume of cards issued, along with a rate increase in July 2006 on lower
performing merchants. Gains from the sale of commercial loans result from the
occasional sale of the guaranteed portion of commercial loans. No sales have
occurred in 2007. While the volume of originations of residential mortgages
sold
into the secondary market remained about the same as in 2006, the average income
per loan increased approximately 15 basis points in the first half of 2007
compared to the prior year.
Noninterest
Expense
The
following table shows the variance from the prior year in the noninterest
expense categories shown in the Consolidated Statements of Income. In addition,
accounts within the Other Expense category that represent significant variances
are shown.
Three
months ended June 30,
|
|||||||||||||
Noninterest
expense:
|
2007
|
2006
|
Change
|
Change-%
|
|||||||||
Salaries
and employee benefits
|
$
|
3,355
|
$
|
3,492
|
$
|
(137
|
)
|
-3.9
|
%
|
||||
Occupancy
|
897
|
866
|
31
|
3.6
|
%
|
||||||||
Data
processing
|
473
|
506
|
(33
|
)
|
-6.5
|
%
|
|||||||
Other:
|
|||||||||||||
Insurance
|
66
|
57
|
9
|
15.8
|
%
|
||||||||
Supplies
|
126
|
125
|
1
|
0.8
|
%
|
||||||||
Marketing
|
154
|
108
|
46
|
42.6
|
%
|
||||||||
Business
development
|
92
|
81
|
11
|
13.6
|
%
|
||||||||
Professional
fees
|
152
|
175
|
(23
|
)
|
-13.1
|
%
|
|||||||
Other
real estate owned expense
|
(263
|
)
|
-
|
(263
|
)
|
n/a
|
|||||||
Intangible
amortization
|
214
|
221
|
(7
|
)
|
-3.2
|
%
|
|||||||
All
other
|
642
|
551
|
91
|
16.5
|
%
|
||||||||
Total
other
|
1,183
|
1,318
|
(135
|
)
|
-10.2
|
%
|
|||||||
Total
noninterest expense
|
$
|
5,908
|
$
|
6,182
|
$
|
(274
|
)
|
-4.4
|
%
|
Six
months ended June 30,
|
|||||||||||||
Noninterest
expense:
|
2007
|
2006
|
Change
|
Change-%
|
|||||||||
Salaries
and employee benefits
|
$
|
6,971
|
$
|
7,167
|
$
|
(196
|
)
|
-2.7
|
%
|
||||
Occupancy
|
1,831
|
1,722
|
109
|
6.3
|
%
|
||||||||
Data
processing
|
940
|
985
|
(45
|
)
|
-4.6
|
%
|
|||||||
Other:
|
|||||||||||||
Insurance
|
139
|
121
|
18
|
14.9
|
%
|
||||||||
Supplies
|
151
|
141
|
10
|
7.1
|
%
|
||||||||
Marketing
|
258
|
206
|
52
|
25.2
|
%
|
||||||||
Business
development
|
198
|
161
|
37
|
23.0
|
%
|
||||||||
Professional
fees
|
357
|
339
|
18
|
5.3
|
%
|
||||||||
Other
real estate owned expense
|
(244
|
)
|
(7
|
)
|
(237
|
)
|
3385.7
|
%
|
|||||
Intangible
amortization
|
428
|
442
|
(14
|
)
|
-3.2
|
%
|
|||||||
All
other
|
1,333
|
1,217
|
116
|
9.5
|
%
|
||||||||
Total
other
|
2,620
|
2,620
|
-
|
0.0
|
%
|
||||||||
Total
noninterest expense
|
$
|
12,362
|
$
|
12,494
|
$
|
(132
|
)
|
-1.1
|
%
|
15
The
decline in salaries and benefits resulted from a reduction in full-time
equivalent employees due to certain positions that were eliminated and other
positions experiencing turnover, and a reduction in certain benefit
expenses.
Occupancy
expenses were higher in 2007 due to the relocation of one of the Des Moines
metropolitan branches to a rented facility in a higher traffic location during
the third quarter of 2006 and additional space rented for certain operational
departments of the Bank. The Company continues to market excess space available
in the facility in which WB Capital is located in West Des Moines. There were
savings realized by relocating the Cedar Rapids office of WB Capital to the
Coralville banking office during the second quarter of 2007.
Marketing
and business development related costs increased due to continued efforts to
increase and expand current and new customer relationships. Other real estate
owned expense has declined as a result of selling several other real estate
properties at gains. One sale of farmland in eastern Iowa resulted in a gain
of
$250 in the second quarter of 2007.
Income
Tax Expense
The
Company incurred income tax expense of $4.4 million for the six months ended
June 30, 2007 and 2006. The effective income tax rates as a percent of income
before taxes for the three and six months ended June 30, 2007 and 2006, were
approximately 32 percent for each period.
The
Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting
for Uncertainty in Income Taxes,
effective January 1, 2007.
The
Interpretation provides clarification on accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements in accordance with FASB
Statement of Financial Accounting Standard (SFAS) No. 109, Accounting
for Income Taxes.
The
Interpretation prescribes a recognition threshold and measurement attribute
for
the financial statement recognition and measurement of a tax position taken
or
expected to be taken in a tax return. As a result of the Company’s evaluation of
the implementation of FIN 48, no significant income tax uncertainties were
identified. Therefore, the Company recognized no adjustment for unrecognized
income tax benefits during the six months ended June 30, 2007.
FINANCIAL
CONDITION
Total
assets as of June 30, 2007, were approximately $1.3 billion, which was a 2.1
percent increase compared to December 31, 2006. The increase is primarily due
to
increased loan volumes.
Investment
Securities
Investment
securities available for sale declined approximately $11.1 million from December
31, 2006, to $245.6 million. During the six months ended June 30, 2007, $4.5
million of securities were sold in an effort to shorten the duration of the
portfolio. On a quarterly basis, the investment securities portfolio is reviewed
for other-than-temporary impairment. As of June 30, 2007, existing unrealized
losses are considered to be temporary in nature due to market interest rate
fluctuations and accordingly, no impairment adjustment was
recorded.
Loans
and
Non-performing Assets
Loans
outstanding increased approximately $32.8 million from December 31, 2006, to
June 30, 2007. The increase was primarily attributable to growth in commercial
and commercial real estate loans. West Bank expects modest loan growth in the
third quarter of 2007.
16
The
following table sets forth the amount of non-performing loans and assets held
by
the Company and common ratio measurements of those items.
June
30, 2007
|
December
31, 2006
|
Change
|
||||||||
Non-accrual
loans
|
$
|
605
|
$
|
495
|
$
|
110
|
||||
Loans
past due 90 days and still
|
||||||||||
accruing
interest
|
31
|
155
|
(124
|
)
|
||||||
Total
non-performing loans
|
636
|
650
|
(14
|
)
|
||||||
Other
real estate owned
|
154
|
2,002
|
(1,848
|
)
|
||||||
Total
non-performing assets
|
$
|
790
|
$
|
2,652
|
$
|
(1,862
|
)
|
|||
Non-performing
loans to total loans
|
0.07
|
%
|
0.07
|
%
|
0.00
|
%
|
||||
Non-performing
assets to total loans
|
0.08
|
%
|
0.29
|
%
|
-0.21
|
%
|
||||
Non-performing
assets to total assets
|
0.06
|
%
|
0.21
|
%
|
-0.15
|
%
|
Total
non-performing assets have declined 70 percent since the end of 2006. The
balance of loans in non-accrual status remained fairly steady and was $605
at
June 30, 2007, and consisted of loans to eight different borrowers. Other real
estate owned declined significantly since December 31, 2006, as a result of
selling farmland in the second quarter of 2007 which had a carrying value of
$1.6 million.
Reference
is also made to the information and discussion earlier in this report under
the
heading of “Provision for Loan Losses and the Related Allowance for Loan
Losses.”
Deposits
Total
deposits as of June 30, 2007, were $858 million compared with $925 million
as of
December 31, 2006, a decline of 7.3 percent. The savings category of deposits
which includes money market accounts, which are liquid accounts and therefore
pay relatively lower interest rates, declined approximately $17.9 million.
A
portion of those funds moved into the time certificates of deposit category
as
customers attempted to increase interest earned on those funds. Other time
deposits declined a net of $9.5 million primarily due to a reduction in the
level of brokered certificates of deposit. Time deposits in excess of $100,000
declined $35.7 million as West Bank reduced its reliance on public unit deposit
funding and increased its borrowings as described below.
Borrowings
The
balance of Federal funds purchased and securities sold under agreements to
repurchase was $144.1 million at June 30, 2007, up from $109.3 million at
December 31, 2006. The increase was in Federal funds purchased, which includes
funds sold to West Bank by approximately 25 banks throughout Iowa as part of
the
correspondent bank services provided by West Bank. The balance of Federal funds
purchased from correspondent banks will fluctuate depending upon the loan demand
and investment strategy of those banks. The amount of funds sold to West Bank
by
these banks is at a higher level than has been the case at this time of year
in
prior years. West Bank also purchases federal funds from regional and national
correspondent banks as necessary for short-term liquidity needs. The balance
of
other short-term borrowings consisted of a $40 million advance from the Federal
Home Loan Bank of Des Moines (“FHLB”) and Treasury, Tax and Loan option notes.
Long-term borrowings increased $25.1 million as the result of a January 2007
10-year FHLB advance of $30 million, which has a rate of 4.32 percent. The
advance is callable after three years.
17
Liquidity
and Capital Resources
The
objective of liquidity management is to ensure the availability of sufficient
cash flows to meet all corporate financial commitments and to capitalize on
opportunities for profitable business expansion. The Company’s principal sources
of funds are deposits, which include demand, money market, savings and
certificates of deposit. Other sources include principal repayments on loans,
proceeds from the maturity and sale of investment securities, Federal funds
purchased, repurchase agreements, advances from the FHLB, and funds provided
by
operations. Liquidity management is conducted on both a daily and a long-term
basis. Investments in liquid assets are adjusted based on expected loan demand,
projected loan maturities and payments, expected deposit flows, and the
objectives set by the Company’s asset-liability management policy. The Company
had liquid assets (cash and cash equivalents) of $36,884 million as of June
30,
2007, compared with $35,678 as of December 31, 2006. Securities available for
sale may be sold prior to maturity to meet liquidity needs, to respond to market
changes, or to adjust the Company’s interest rate risk position. The Company had
additional borrowing capacity available from the FHLB of approximately $16.7
million at June 30, 2007, and has a $2.5 million unsecured line of credit
through a large regional correspondent bank. In addition, West Bank has $95
million available through unsecured federal funds lines of credit with
correspondent banks. West Bank had borrowed $30 million on those lines of credit
at June 30, 2007. The combination of high levels of potentially liquid assets,
cash flows from operations and additional borrowing capacity provided strong
liquidity for the Company at June 30, 2007.
The
Company’s total stockholders’ equity increased to $116.4 million at June 30,
2007, from $113.8 million at December 31, 2006. Total equity increased due
to
earnings less dividend payments equal to approximately 59 percent of
year-to-date earnings, offset by an increase in accumulated other comprehensive
loss due to declines in market values of investment securities held for sale.
Total stockholders' equity was 8.99 and 8.97 percent of total assets as of
June
30, 2007, and December 31, 2006, respectively. No material capital expenditures
or material changes in the capital resource mix are anticipated at this
time.
Quantitative
measures established by regulation to ensure capital adequacy require the
Company and West Bank to maintain minimum amounts and ratios (set forth in
the
following table) of total and Tier 1 capital to risk-weighted assets and of
Tier
1 capital to average assets. Management believes the capital levels of the
Company and West Bank met all capital adequacy requirements to which they were
subject at June 30, 2007.
Regulatory
requirements to be:
|
Actual
Regulatory Capital Ratios as of:
|
||||||||||||
Adequately
Capitalized
|
Well
- Capitalized
|
June
30, 2007
|
December
31, 2006
|
||||||||||
Total
risk-based capital
|
|||||||||||||
as
% of risk-weighted assets
|
|||||||||||||
Consolidated
|
8.0
|
%
|
n/a
|
11.3
|
%
|
11.2
|
%
|
||||||
West
Bank
|
8.0
|
%
|
10.0
|
%
|
10.9
|
%
|
11.8
|
%
|
|||||
Tier
1 capital as % of risk-weighted assets:
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
10.5
|
%
|
10.4
|
%
|
||||||
West
Bank
|
4.0
|
%
|
6.0
|
%
|
9.1
|
%
|
9.0
|
%
|
|||||
Tier
1 capital as % average assets
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
8.6
|
%
|
8.5
|
%
|
||||||
West
Bank
|
4.0
|
%
|
5.0
|
%
|
7.5
|
%
|
7.3
|
%
|
On
April
18, 2007, the Company’s Board of Directors authorized $5 million to be used
during the following 12 months for the buy-back of Company common stock. No
repurchases took place during the six months ended June 30, 2007, under the
current or previous authorizations.
18
Market
Risk Management
Market
risk is the risk of earnings volatility that results from adverse changes in
interest rates and market prices. The Company's market risk is primarily
interest rate risk arising from its core banking activities of lending and
deposit taking. Interest rate risk is the risk that changes in market interest
rates may adversely affect the Company's net interest income. Management
continually develops and implements strategies to mitigate this risk. The
analysis of the Company’s interest rate risk was presented in the Form 10-K
filed with the Securities and Exchange Commission on March 9, 2007, and is
incorporated herein by reference. The Company has not experienced any material
changes to its market risk position since December 31, 2006. Management does
not
believe the Company's primary market risk exposures and how those exposures
were
managed in the first six months of 2007 changed relative to 2006.
Item
3.
Quantitative and Qualitative Disclosures about Market Risk.
The
information appearing above under the heading “Market Risk Management” is
incorporated herein by reference.
Item
4.
Controls and Procedures
a.
Evaluation of disclosure controls and procedures. As of the end of the period
covered by this report, an evaluation of the effectiveness of the Company’s
disclosure controls and procedures (as defined in Exchange Act Rule
240.13a-15(f)) as of the end of the period covered by this report was performed
under the supervision and with the participation of the Company’s Chief
Executive Officer and Chief Financial Officer. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer have concluded that
the
Company’s current disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that
it
files or submits under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
b.
Changes in internal controls over financial reporting. There were no changes
in
the Company's internal control over financial reporting that occurred during
the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
Part
II -
OTHER INFORMATION
Item
1.
Legal Proceedings
The
Company and its subsidiaries from time to time are party to various legal
actions arising in the normal course of business. Management believes, as of
the
date of this Form 10-Q, that there is no threatened or pending proceeding
against the Company or its subsidiaries which, if determined adversely, would
have a material adverse effect on the business or financial position of the
Company or its subsidiaries.
Item
1A.
Risk Factors
Management
of the Company does not believe there have been any material changes in the
risk
factors that were disclosed in the Form 10-K filed with the Securities and
Exchange Commission on March 9, 2007.
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
During
the first six months of 2007, there were no purchases of the Company’s common
shares under the $5 million stock buy-back plan approved by the Board of
Directors on April 18, 2007, or the previous stock buy-back plan approved in
April 2006.
19
Item
4.
Submission of Matters to a Vote of Security Holders
The
Company’s annual meeting of shareholders was held on April 19, 2007. The record
date for determination of shareholders entitled to vote at the meeting was
February 15, 2007. There were 17,536,682 shares outstanding as of that date,
each such share being entitled to one vote. At the shareholders’ meeting the
holders of 16,477,774 shares or approximately 94 percent of the outstanding
shares, were represented in person or by proxy, which constituted a quorum.
The
following proposal was voted on at the meeting:
Proposal
I - Election of Directors
Ten
directors were elected to serve for a one year term or until their successors
shall have been elected and qualified. At the shareholders’ meeting, the
individuals received the number of votes set opposite their names:
Vote
|
|||||||
For
|
Withheld
|
||||||
Frank
W. Berlin
|
16,397,538
|
80,236
|
|||||
Wendy
L. Carlson
|
16,397,213
|
80,561
|
|||||
Steven
G. Chapman
|
16,394,870
|
82,904
|
|||||
Michael
A. Coppola
|
15,350,466
|
1,127,308
|
|||||
Orville
E. Crowley
|
16,397,538
|
80,236
|
|||||
George
D. Milligan
|
16,367,747
|
110,027
|
|||||
Robert
G. Pulver
|
16,393,548
|
84,226
|
|||||
Thomas
E. Stanberry
|
16,398,325
|
79,449
|
|||||
Jack
G. Wahlig
|
16,352,304
|
125,470
|
|||||
Connie
Wimer
|
16,343,371
|
134,403
|
20
Item
6.
Exhibits
The
following exhibits are filed as part of this report:
Exhibits | ||
3.1
|
Restated
Articles of Incorporation of the Company(1)
|
|
3.2
|
By-laws
of the Company(1)
|
|
10.1
|
Lease
for Main Bank Facility(1)
|
|
10.2
|
Supplemental
Agreement to Lease for Main Bank Facility(1)
|
|
10.3
|
Short-term
Lease related to Main Bank Facility(1)
|
|
10.4
|
Assignment(1)
|
|
10.5
|
Lease
Modification Agreement No. 1 for Main Bank Facility(1)
|
|
10.6
|
Memorandum
of Real Estate Contract(1)
|
|
10.7
|
Affidavit(1)
|
|
10.8
|
Addendum
to Lease for Main Bank Facility(1)
|
|
10.9
|
Data
Processing Contract(1)
|
|
10.10
|
Employment
Contract(1)
|
|
10.11
|
Intentionally
omitted
|
|
10.12
|
Data
Processing Contract Amendment(2)
|
|
10.13
|
Intentionally
omitted
|
|
10.14
|
Intentionally
omitted
|
|
10.15
|
The
Employee Savings and Stock Ownership Plan, as
amended(3)
|
|
10.16
|
Amendment
to Lease Agreement(4)
|
|
10.17
|
Employment
Agreement with Scott Eltjes(4)
|
|
10.18
|
Consulting
Agreement with David L. Miller(6)
|
|
10.19
|
West
Bancorporation, Inc. Restricted Stock Compensation
Plan(5)
|
|
10.20
|
Employment
Agreement between Investors Management Group Ltd. and Jeff
Lorenzen(7)
|
|
10.21
|
Assignment
and Assumption of Lease and Consent to Assignment(8)
|
|
10.22
|
2007
Amendment to Lease Agreement(9)
|
|
31.1
|
Certification
of Chief Executive Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
|
31.2
|
Certification
of Chief Financial Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
(1)
|
Incorporated
herein by reference to the related exhibit filed with the Form
10 on March
11, 2002.
|
|
(2)
|
Incorporated
herein by reference to the related exhibit filed with the Form
10-K on
March 26, 2003.
|
|
(3)
|
Incorporated
herein by reference to the related exhibit filed with the Form
S-8 on
October 29, 2004.
|
|
(4)
|
Incorporated
herein by reference to the related exhibit filed with the Form
10-K on
March 3, 2005.
|
|
(5)
|
Incorporated
herein by reference to the definitive proxy statement 14A filed
on March
10, 2005.
|
|
(6)
|
Incorporated
herein by reference to the related exhibit filed with the Form
10-Q on May
6, 2005.
|
|
(7)
|
Incorporated
herein by reference to the related exhibit filed with the Form
8-K on
February 22, 2006.
|
|
Incorporated
herein by reference to the related exhibit filed with the Form
10-K on
March 8, 2006.
|
||
(9)
|
Incorporated
herein by reference to the related exhibit filed with the Form
10-Q on May
4, 2007.
|
21
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.
West
Bancorporation, Inc.
|
||
(Registrant)
|
||
August 3, 2007 | By: | /s/ Thomas E. Stanberry |
Dated |
Thomas
E. Stanberry
|
|
Chairman,
President and Chief Executive
Officer
|
August 3, 2007 | By: | /s/ Douglas R. Gulling |
Dated |
Douglas
R. Gulling
|
|
Executive
Vice President and Chief Financial Officer
(Principal
Accounting Officer)
|
22
EXHIBIT
INDEX
The
following exhibits are filed herewith:
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of Chief Executive Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
|
31.2
|
Certification
of Chief Financial Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|