WEST BANCORPORATION INC - Quarter Report: 2008 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, 2008
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)
IOWA
|
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, a non-accelerated filer, or a smaller reporting company.
See definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Accelerated
filer x
|
|
Non-accelerated
filer o
|
Smaller
reporting company 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
July 31, 2008, there were 17,403,882 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,
|
||||||
2008
|
2007
|
||||||
(in
thousands, except share data)
|
|||||||
Assets
|
|||||||
Cash
and due from banks
|
$
|
55,657
|
$
|
49,529
|
|||
Federal
funds sold and other short-term investments
|
6,453
|
414
|
|||||
Cash
and cash equivalents
|
62,110
|
49,943
|
|||||
Securities
available for sale
|
169,805
|
231,427
|
|||||
Federal
Home Loan Bank stock, at cost
|
8,580
|
5,951
|
|||||
Total
securities
|
178,385
|
237,378
|
|||||
Loans
held for sale
|
2,229
|
1,858
|
|||||
Loans
|
1,057,830
|
983,565
|
|||||
Allowance
for loan losses
|
(10,557
|
)
|
(8,935
|
)
|
|||
Loans,
net
|
1,047,273
|
974,630
|
|||||
Premises
and equipment, net
|
5,043
|
5,181
|
|||||
Accrued
interest receivable
|
6,199
|
7,829
|
|||||
Goodwill
|
24,930
|
24,930
|
|||||
Other
intangible assets
|
1,772
|
2,131
|
|||||
Bank-owned
life insurance
|
24,790
|
24,341
|
|||||
Other
assets
|
16,136
|
11,747
|
|||||
Total
assets
|
$
|
1,368,867
|
$
|
1,339,968
|
|||
Liabilities
and Stockholders' Equity
|
|||||||
Liabilities
|
|||||||
Deposits:
|
|||||||
Noninterest-bearing
demand
|
$
|
189,596
|
$
|
196,698
|
|||
Interest-bearing
demand
|
88,868
|
85,027
|
|||||
Savings
|
226,574
|
243,405
|
|||||
Time
of $100,000 or more
|
264,836
|
160,936
|
|||||
Other
time
|
168,597
|
224,859
|
|||||
Total
deposits
|
938,471
|
910,925
|
|||||
Federal
funds purchased and securities sold under agreements to
repurchase
|
122,833
|
166,930
|
|||||
Other
short-term borrowings
|
1,500
|
2,672
|
|||||
Accrued
expenses and other liabilities
|
15,111
|
14,216
|
|||||
Subordinated
notes
|
20,619
|
20,619
|
|||||
Long-term
borrowings
|
152,500
|
103,000
|
|||||
Total
liabilities
|
1,251,034
|
1,218,362
|
|||||
Stockholders'
Equity
|
|||||||
Common
stock, no par value; authorized 50,000,000 shares; 17,403,882 and
17,462,182 shares issued and outstanding at June 30, 2008, and December
31, 2007, respectively
|
3,000
|
3,000
|
|||||
Additional
paid-in capital
|
32,000
|
32,000
|
|||||
Retained
earnings
|
86,614
|
87,084
|
|||||
Accumulated
other comprehensive loss
|
(3,781
|
)
|
(478
|
)
|
|||
Total
stockholders' equity
|
117,833
|
121,606
|
|||||
Total
liabilities and stockholders' equity
|
$
|
1,368,867
|
$
|
1,339,968
|
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)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Interest
income:
|
|||||||||||||
Loans,
including fees
|
$
|
15,313
|
$
|
17,932
|
$
|
31,690
|
$
|
35,036
|
|||||
Securities:
|
|||||||||||||
Government
agencies and corporations
|
536
|
1,491
|
1,521
|
2,987
|
|||||||||
States
and political subdivisions
|
967
|
936
|
1,910
|
1,906
|
|||||||||
Other
|
439
|
388
|
837
|
777
|
|||||||||
Federal
funds sold and other short-term investments
|
75
|
271
|
235
|
560
|
|||||||||
Total
interest income
|
17,330
|
21,018
|
36,193
|
41,266
|
|||||||||
Interest
expense:
|
|||||||||||||
Demand
deposits
|
233
|
452
|
523
|
777
|
|||||||||
Savings
deposits
|
926
|
1,841
|
2,419
|
3,556
|
|||||||||
Time
deposits
|
3,379
|
5,390
|
7,568
|
10,922
|
|||||||||
Federal
funds purchased and securities sold under agreements to
repurchase
|
714
|
1,780
|
1,978
|
3,455
|
|||||||||
Other
short-term borrowings
|
5
|
63
|
34
|
71
|
|||||||||
Subordinated
notes
|
367
|
367
|
734
|
730
|
|||||||||
Long-term
borrowings
|
1,471
|
1,337
|
2,826
|
2,656
|
|||||||||
Total
interest expense
|
7,095
|
11,230
|
16,082
|
22,167
|
|||||||||
Net
interest income
|
10,235
|
9,788
|
20,111
|
19,099
|
|||||||||
Provision
for loan losses
|
1,000
|
350
|
6,600
|
650
|
|||||||||
Net
interest income after provision for loan losses
|
9,235
|
9,438
|
13,511
|
18,449
|
|||||||||
Noninterest
income:
|
|||||||||||||
Service
charges on deposit accounts
|
1,250
|
1,211
|
2,296
|
2,339
|
|||||||||
Trust
services
|
204
|
188
|
398
|
369
|
|||||||||
Investment
advisory fees
|
1,960
|
2,043
|
3,898
|
4,002
|
|||||||||
Increase
in cash value of bank-owned life insurance
|
257
|
219
|
449
|
435
|
|||||||||
Net
realized gains (losses) from sales of securities available for
sale
|
-
|
(13
|
)
|
5
|
(9
|
)
|
|||||||
Other
income
|
498
|
387
|
959
|
769
|
|||||||||
Total
noninterest income
|
4,169
|
4,035
|
8,005
|
7,905
|
|||||||||
Noninterest
expense:
|
|||||||||||||
Salaries
and employee benefits
|
3,634
|
3,355
|
7,365
|
6,971
|
|||||||||
Occupancy
|
899
|
897
|
1,799
|
1,831
|
|||||||||
Data
processing
|
498
|
473
|
990
|
940
|
|||||||||
Other
expenses
|
1,918
|
1,183
|
3,464
|
2,620
|
|||||||||
Total
noninterest expense
|
6,949
|
5,908
|
13,618
|
12,362
|
|||||||||
Income
before income taxes
|
6,455
|
7,565
|
7,898
|
13,992
|
|||||||||
Income
taxes
|
1,941
|
2,438
|
2,010
|
4,421
|
|||||||||
Net
income
|
$
|
4,514
|
$
|
5,127
|
$
|
5,888
|
$
|
9,571
|
|||||
Earnings
per share, basic
|
$
|
0.26
|
$
|
0.29
|
$
|
0.34
|
$
|
0.55
|
|||||
Cash
dividends per share
|
$
|
0.16
|
$
|
0.16
|
$
|
0.32
|
$
|
0.32
|
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)
|
2008
|
2007
|
|||||
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
|
87,084
|
80,397
|
|||||
Net
income
|
5,888
|
9,571
|
|||||
Dividends
on common stock; per share amounts 2008
and 2007 - $0.32
|
(5,570
|
)
|
(5,611
|
)
|
|||
Shares
reacquired under the common stock repurchase plan
|
(788
|
)
|
-
|
||||
End
of period balance
|
86,614
|
84,357
|
|||||
Accumulated
other comprehensive loss:
|
|||||||
Beginning
of year balance
|
(478
|
)
|
(1,585
|
)
|
|||
Unrealized
losses on securities, net of tax
|
(3,303
|
)
|
(1,418
|
)
|
|||
End
of period balance
|
(3,781
|
)
|
(3,003
|
)
|
|||
Total
stockholders' equity
|
$
|
117,833
|
$
|
116,354
|
West
Bancorporation, Inc. and Subsidiaries
Consolidated
Statements of Comprehensive Income
(unaudited)
Six Months Ended June 30,
|
|||||||
(in
thousands)
|
2008
|
2007
|
|||||
Net
income
|
$
|
5,888
|
$
|
9,571
|
|||
Other
comprehensive loss, unrealized losses on securities, net of
reclassification adjustment, net of tax
|
(3,303
|
)
|
(1,418
|
)
|
|||
Comprehensive
income
|
$
|
2,585
|
$
|
8,153
|
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)
|
2008
|
2007
|
|||||
Cash
Flows from Operating Activities:
|
|||||||
Net
income
|
$
|
5,888
|
$
|
9,571
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Provision
for loan losses
|
6,600
|
650
|
|||||
Net
amortization and accretion
|
468
|
759
|
|||||
Loss
on disposition of fixed assets
|
23
|
28
|
|||||
Net
(gains) losses from sales of securities available for sale
|
(5
|
)
|
9
|
||||
Net
gains from sales of loans held for sale
|
(220
|
)
|
(38
|
)
|
|||
Proceeds
from sales of loans held for sale
|
16,934
|
4,205
|
|||||
Originations
of loans held for sale
|
(17,086
|
)
|
(4,592
|
)
|
|||
Increase
in value of bank-owned life insurance
|
(449
|
)
|
(435
|
)
|
|||
Depreciation
|
457
|
458
|
|||||
Deferred
income taxes
|
(539
|
)
|
(53
|
)
|
|||
Change
in assets and liabilities:
|
|||||||
Decrease
(increase) in accrued interest receivable
|
1,630
|
(377
|
)
|
||||
Increase
(decrease) in accrued expenses and other liabilities
|
895
|
(459
|
)
|
||||
Net
cash provided by operating activities
|
14,596
|
9,726
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Proceeds
from sales, calls, and maturities of securities available for
sale
|
104,176
|
10,624
|
|||||
Purchases
of securities available for sale
|
(47,983
|
)
|
(2,159
|
)
|
|||
Acquisition
of Federal Home Loan Bank stock
|
(4,929
|
)
|
(3,205
|
)
|
|||
Proceeds
from redemption of Federal Home Loan Bank stock
|
2,299
|
320
|
|||||
Net
change in loans
|
(79,923
|
)
|
(32,926
|
)
|
|||
Proceeds
from sale of premises and equipment
|
10
|
29
|
|||||
Purchases
of premises and equipment
|
(353
|
)
|
(351
|
)
|
|||
Change
in other assets
|
(1,145
|
)
|
643
|
||||
Net
cash used in investing activities
|
(27,848
|
)
|
(27,025
|
)
|
|||
Cash
Flows from Financing Activities:
|
|||||||
Net
change in deposits
|
27,546
|
(67,630
|
)
|
||||
Net
change in federal funds purchased and securities sold under agreements
to
repurchase
|
(44,097
|
)
|
34,714
|
||||
Net
change in other short-term borrowings
|
(1,172
|
)
|
38,932
|
||||
Proceeds
from long-term borrowings
|
75,000
|
30,000
|
|||||
Principal
payments on long-term borrowings
|
(25,500
|
)
|
(11,900
|
)
|
|||
Payment
for shares reacquired under common stock repurchase plan
|
(788
|
)
|
-
|
||||
Cash
dividends
|
(5,570
|
)
|
(5,611
|
)
|
|||
Net
cash provided by financing activities
|
25,419
|
18,505
|
|||||
Net
increase in cash and cash equivalents
|
12,167
|
1,206
|
|||||
Cash
and Cash Equivalents:
|
|||||||
Beginning
|
49,943
|
35,678
|
|||||
End
|
$
|
62,110
|
$
|
36,884
|
|||
Supplemental
Disclosures of Cash Flow Information
|
|
||||||
Cash
payments for:
|
|||||||
Interest
|
$
|
16,044
|
$
|
22,799
|
|||
Income
taxes
|
3,751
|
3,989
|
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, 2008 and 2007, and the consolidated statements of stockholders’
equity, comprehensive income, and cash flows for the six months ended June
30,
2008 and 2007, and the consolidated balance sheets as of June 30, 2008 and
December 31, 2007, include the accounts of the Holding Company, West Bank,
West
Bank’s wholly-owned subsidiary, WB Funding Corporation (which owns an interest
in a partnership), and WB Capital Management Inc. All significant intercompany
transactions and balances have been eliminated in consolidation. In accordance
with Financial Accounting Standards Board (FASB) Interpretation No. 46,
Consolidation
of Variable Interest Entities,
a
subsidiary, West Bancorporation Capital Trust I (the Trust) is not consolidated
with the Company. The results of the Trust are recorded on the books of the
Company using the equity method of accounting.
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, 2008, the results of operations for the three
and six months ended June 30, 2008 and 2007, and cash flows for the six months
ended June 30, 2008 and 2007.
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 common shares outstanding during the period. The
Company has no common equivalent shares that could cause dilution. The weighted
average number of shares outstanding for the three and six months ended June
30,
2008 was 17,403,882 and 17,406,473 respectively, and for the three and six
months ended June 30, 2007 was 17,536,682.
3.
Commitments
In
the
normal course of business, the Company enters into commitments to extend credit
in the form of 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
policies as are loans recorded on the balance sheet. For additional information
on credit extension commitments and the characteristics of these obligations,
see Note 13 of the Company’s 2007 consolidated financial statements (pages 53-55
of Appendix to Proxy Statement). The Company’s commitments as of the dates shown
are approximately as follows:
June 30, 2008
|
December 31, 2007
|
||||||
Commitments
to extend credit
|
$
|
311,210
|
$
|
330,769
|
|||
Standby
letters of credit
|
18,188
|
22,682
|
|||||
$
|
329,398
|
$
|
353,451
|
6
4.
Impaired Loans and Allowance for Loan Losses
A
loan is
impaired when it is probable West Bank will be unable to collect all contractual
principal and interest payments due in accordance with the terms of the loan
agreement. Impaired loans are measured based on the present value of expected
future cash flows discounted at the loan’s effective interest rate or at the
fair value of the collateral if the loan is collateral dependent. The amount
of
impairment is included in the allowance for loan losses. The following is a
recap of impaired loans at June 30, 2008 and December 31, 2007:
June 30, 2008
|
December 31, 2007
|
||||||
Impaired
loans without an allowance
|
$
|
22,961
|
$
|
5,469
|
|||
Impaired
loans with an allowance
|
2,139
|
-
|
|||||
Total
impaired loans
|
$
|
25,100
|
$
|
5,469
|
|||
Allowance
for loan losses related to impaired loans
|
$
|
1,208
|
$
|
-
|
The
following table reconciles the balance of non-accrual loans with impaired loans
carried at fair value as of June 30, 2008:
Non-accrual
loans
|
$
|
13,332
|
||
Other
impaired loans still accruing interest
|
11,768
|
|||
Total
impaired loans
|
$
|
25,100
|
Changes
in the allowance for loan losses were as follows for the three and six months
ended June 30, 2008 and 2007:
Three
months ended June 30,
|
Six
months ended June 30,
|
||||||||||||||||||
2008
|
2007
|
Change
|
2008
|
2007
|
Change
|
||||||||||||||
Balance
at beginning of period
|
$
|
14,260
|
$
|
8,743
|
$
|
5,517
|
$
|
8,935
|
$
|
8,494
|
$
|
441
|
|||||||
Charge-offs
|
(4,740
|
)
|
(331
|
)
|
(4,409
|
)
|
(5,121
|
)
|
(486
|
)
|
(4,635
|
)
|
|||||||
Recoveries
|
37
|
17
|
20
|
143
|
121
|
22
|
|||||||||||||
Net
charge-offs
|
(4,703
|
)
|
(314
|
)
|
(4,389
|
)
|
(4,978
|
)
|
(365
|
)
|
(4,613
|
)
|
|||||||
Provision
charged to operations
|
1,000
|
350
|
650
|
6,600
|
650
|
5,950
|
|||||||||||||
Balance
at end of period
|
$
|
10,557
|
$
|
8,779
|
$
|
1,778
|
$
|
10,557
|
$
|
8,779
|
$
|
1,778
|
5.
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 primarily 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, the Holding Company,
and
related elimination entries between the two, as the Holding Company’s operation
is similar to that of West Bank. The investment advisory segment generates
revenue by providing investment portfolio management services to individuals,
retirement plans, corporations, foundations, endowments, and public entities.
The investment advisory segment consists of WB Capital Management Inc. The
“Other” column represents the elimination of intercompany balances. Selected
financial information on the Company’s segments is presented below for the three
and six months ended June 30, 2008 and 2007.
7
Three
months ended June 30,
|
|||||||||||||||||||||||||
2008
|
2007
|
||||||||||||||||||||||||
Segments
|
Segments
|
||||||||||||||||||||||||
Investment
|
Investment
|
||||||||||||||||||||||||
Banking
|
Advisory
|
Other
|
Consolidated
|
Banking
|
Advisory
|
Other
|
Consolidated
|
||||||||||||||||||
Interest
income
|
$
|
17,330
|
$
|
-
|
$
|
-
|
$
|
17,330
|
$
|
21,018
|
$
|
-
|
$
|
-
|
$
|
21,018
|
|||||||||
Interest
expense
|
7,095
|
-
|
-
|
7,095
|
11,230
|
-
|
-
|
11,230
|
|||||||||||||||||
Net
interest income
|
10,235
|
-
|
-
|
10,235
|
9,788
|
-
|
-
|
9,788
|
|||||||||||||||||
Provision
for loan losses
|
1,000
|
-
|
-
|
1,000
|
350
|
-
|
-
|
350
|
|||||||||||||||||
Net
interest income after provision for loan losses
|
9,235
|
-
|
-
|
9,235
|
9,438
|
-
|
-
|
9,438
|
|||||||||||||||||
Noninterest
income
|
2,209
|
2,007
|
(47
|
)
|
4,169
|
1,977
|
2,112
|
(54
|
)
|
4,035
|
|||||||||||||||
Noninterest
expense
|
5,229
|
1,767
|
(47
|
)
|
6,949
|
4,130
|
1,832
|
(54
|
)
|
5,908
|
|||||||||||||||
Income
before income taxes
|
6,215
|
240
|
-
|
6,455
|
7,285
|
280
|
-
|
7,565
|
|||||||||||||||||
Income
taxes
|
1,840
|
101
|
-
|
1,941
|
2,324
|
114
|
-
|
2,438
|
|||||||||||||||||
Net
income
|
$
|
4,375
|
$
|
139
|
$
|
-
|
$
|
4,514
|
$
|
4,961
|
$
|
166
|
$
|
-
|
$
|
5,127
|
|||||||||
Depreciation
and amortization
|
$
|
238
|
$
|
176
|
$
|
-
|
$
|
414
|
$
|
216
|
$
|
230
|
$
|
-
|
$
|
446
|
Six
months ended June 30,
|
|||||||||||||||||||||||||
2008
|
2007
|
||||||||||||||||||||||||
Segments
|
Segments
|
||||||||||||||||||||||||
Investment
|
Investment
|
||||||||||||||||||||||||
Banking
|
Advisory
|
Other
|
Consolidated
|
Banking
|
Advisory
|
Other
|
Consolidated
|
||||||||||||||||||
Interest
income
|
$
|
36,193
|
$
|
-
|
$
|
-
|
$
|
36,193
|
$
|
41,266
|
$
|
-
|
$
|
-
|
$
|
41,266
|
|||||||||
Interest
expense
|
16,082
|
-
|
-
|
16,082
|
22,167
|
-
|
-
|
22,167
|
|||||||||||||||||
Net
interest income
|
20,111
|
-
|
-
|
20,111
|
19,099
|
-
|
-
|
19,099
|
|||||||||||||||||
Provision
for loan losses
|
6,600
|
-
|
-
|
6,600
|
650
|
-
|
-
|
650
|
|||||||||||||||||
Net
interest income after provision for loan losses
|
13,511
|
-
|
-
|
13,511
|
18,449
|
-
|
-
|
18,449
|
|||||||||||||||||
Noninterest
income
|
4,104
|
3,996
|
(95
|
)
|
8,005
|
3,888
|
4,125
|
(108
|
)
|
7,905
|
|||||||||||||||
Noninterest
expense
|
10,190
|
3,523
|
(95
|
)
|
13,618
|
8,676
|
3,794
|
(108
|
)
|
12,362
|
|||||||||||||||
Income
before income taxes
|
7,425
|
473
|
-
|
7,898
|
13,661
|
331
|
-
|
13,992
|
|||||||||||||||||
Income
taxes
|
1,811
|
199
|
-
|
2,010
|
4,285
|
136
|
-
|
4,421
|
|||||||||||||||||
Net
income
|
$
|
5,614
|
$
|
274
|
$
|
-
|
$
|
5,888
|
$
|
9,376
|
$
|
195
|
$
|
-
|
$
|
9,571
|
|||||||||
Depreciation
and amortization
|
$
|
468
|
$
|
349
|
$
|
-
|
$
|
817
|
$
|
421
|
$
|
465
|
$
|
-
|
$
|
886
|
|||||||||
Goodwill
|
$
|
13,376
|
$
|
11,554
|
$
|
-
|
$
|
24,930
|
$
|
13,376
|
$
|
11,554
|
$
|
-
|
$
|
24,930
|
|||||||||
Total
assets
|
$
|
1,355,443
|
$
|
14,219
|
$
|
(795
|
)
|
$
|
1,368,867
|
$
|
1,280,432
|
$
|
14,654
|
$
|
(352
|
)
|
$
|
1,294,734
|
6.
Fair
Value Measurements
Effective
January 1, 2008, the Company partially adopted SFAS No. 157, Fair
Value Measurements,
which
requires disclosures for those assets and liabilities carried in the balance
sheet on a fair value basis. The Financial Accounting Standard Board (FASB)
has
deferred the effective date of SFAS No. 157 until 2009 for nonfinancial assets
and liabilities which are recognized at fair value on a nonrecurring basis.
For
the Company, this deferral applies to other real estate owned, goodwill and
intangible assets.
Three
categories of the Company’s balance sheet contain assets and liabilities that
are recorded at fair value. Those categories are: 1) securities available for
sale, 2) other assets and 3) other liabilities. Within other assets and other
liabilities, equity indexed certificate of deposit derivatives are recorded
at
fair value.
8
SFAS
No.
157 requires that assets and liabilities carried at fair value also be
classified and disclosed according to the process for determining fair value.
There are three levels of determining fair value.
Level
1
uses quoted market prices in active markets for identical assets or
liabilities.
Level
2
uses observable market based inputs or unobservable inputs that are corroborated
by market data.
Level
3
uses unobservable inputs that are not corroborated by market data.
The
following table presents the balances of assets and liabilities measured at
fair
value on a recurring basis by level as of June 30, 2008:
Quoted Prices
|
|||||||||||||
in Active Markets
|
Significant Other
|
Significant
|
|||||||||||
for Identical Assets
|
Observable Inputs
|
Unobservable Inputs
|
|||||||||||
Description
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
Assets:
|
|||||||||||||
Securities
available for sale
|
$
|
169,805
|
$
|
-
|
$
|
169,805
|
$
|
-
|
|||||
Equity
indexed CD options
|
5,289
|
-
|
-
|
5,289
|
|||||||||
Total
|
$
|
175,094
|
$
|
-
|
$
|
169,805
|
$
|
5,289
|
|||||
Liabilities:
|
|||||||||||||
Equity
indexed CD options
|
$
|
5,289
|
$
|
-
|
$
|
-
|
$
|
5,289
|
|||||
Total
|
$
|
5,289
|
$
|
-
|
$
|
-
|
$
|
5,289
|
Certain
assets are measured at fair value on a nonrecurring basis; that is, they are
subject to fair value adjustments in certain circumstances (for example, when
there is evidence of impairment). The following table presents the assets
carried on the balance sheet by caption and by level with the SFAS No. 157
valuation hierarchy as of June 30, 2008:
Quoted Prices
|
|||||||||||||
in Active Markets
|
Significant Other
|
Significant
|
|||||||||||
for Identical Assets
|
Observable Inputs
|
Unobservable Inputs
|
|||||||||||
Description
|
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||
Assets:
|
|||||||||||||
Loans
|
$
|
25,100
|
$
|
-
|
$
|
-
|
$
|
25,100
|
|||||
Total
|
$
|
25,100
|
$
|
-
|
$
|
-
|
$
|
25,100
|
Loans
in
the table above consist of impaired loans held for investment. Impaired loans
are measured based on the present value of expected future cash flows discounted
at the loan’s effective interest rate or at the fair value of the collateral if
the loan is collateral dependent. Management uses original or updated appraised
values and adjusts for trends observed in the market.
7.
Current Accounting Developments
In
March
2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 161,
Disclosures
about Derivative Instruments and Hedging Activities.
SFAS
No. 161 requires enhanced disclosures about how and why an entity uses
derivative instruments; how derivative instruments are accounted for under
SFAS
No. 133 and its related interpretations; and how derivative instruments and
related hedged items affect an entity’s financial position, results of
operations, and cash flows. This Statement is effective for the Company
beginning on January 1, 2009. Earlier application is permitted, but is not
required. The Company does not expect the adoption of this Statement to have
a
material impact on its financial position or results of operations as the
Company has limited derivative instrument activity.
9
In
April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination
of the Useful Life of Intangible Assets.
This FSP
is an amendment of SFAS No. 142, Goodwill
and Other Intangible Assets. FSP
FAS
142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset. The objective of the FSP is to improve the consistency between
the useful life of a recognized intangible asset and the period of expected
cash
flows. This FSP is effective for the Company beginning January 1, 2009. The
Company does not expect the adoption of this Statement will have a material
impact on its financial position or results of operations.
8.
Use of
Estimates in the Preparation of Financial Statements
The
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the financial statements,
management is required 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 for 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 (including
the determination of the value of impaired loans), fair value of financial
instruments, and the goodwill impairment assessment.
9.
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.
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, including statements preceded by, followed by or that include the
words
“believes,” “expects,” “should,” or “anticipates,” or references to estimates or
similar expressions. 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; changes in credit and other risks posed by
the
Company’s loan and investment portfolios, including declines in commercial or
residential real estate values or changes in the allowance for loan losses
dictated by new market conditions or regulatory requirements; actions of bank
and non-bank competitors; changes in local and national economic conditions;
changes in regulatory requirements, including 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.
10
THREE
AND
SIX MONTHS ENDED JUNE 30, 2008
(dollars
in thousands, except per share amounts)
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”), and West Bank’s wholly-owned subsidiary, WB Funding
Corporation. Consolidated results of operations for the three and six months
ended June 30, 2008, are compared to the results for the same periods in 2007
and the consolidated financial condition of the Company at June 30, 2008, is
compared to the December 31, 2007, position.
Net
income for the three months ended June 30, 2008, was $4,514 compared to $5,127
for the three months ended June 30, 2007. Earnings per share were $0.26 and
$0.29, respectively, for the same periods. The Company’s annualized return on
average equity and return on average assets for the three months ended June
30,
2008, were 15.23 percent and 1.39 percent, respectively, compared to 17.80
percent and 1.55 percent, respectively, for the three months ended June 30,
2007.
Net
income for the three months ended June 30, 2008, was $613 lower than the same
period last year primarily due to a higher provision for loan losses and higher
noninterest expenses. The provision for loan losses was $650 higher than the
same period last year and noninterest expenses were $1,041 higher than in the
three months ended June 30, 2007. Noninterest expense for the three months
ended
June 30, 2007, included net gains on the sale of other real estate owned. These
increases were somewhat tempered by an increase in net interest income of
$447.
For
the
first six months of 2008, net income was $5,888 compared to $9,571 for the
first
six months of 2007. Earnings per share were $0.34 and $0.55, respectively.
The
annualized return on average equity and return on average assets for the six
months ended June 30, 2008, were 9.83 percent and 0.90 percent, respectively,
compared to 16.84 percent and 1.47 percent, respectively, for the six months
ended June 30, 2007.
The
decline in year-to-date net income compared to the prior year is primarily
due
to the $5,950 increase in provision for loan losses. Partially offsetting the
increase in provision for loan losses was a $1,012 increase in net interest
income as the net interest margin improved by 18 basis points to 3.47
percent.
Year-to-date
noninterest income was 1.3 percent higher than last year as an increase in
gain
on sale of residential mortgages sold into the secondary market and higher
debit
card and trust fees exceeded declines in investment advisory fees and service
charges.
Non-interest
expense increased 10.2 percent in the first six months of 2008 compared to
2007.
The increase included higher salaries and benefits, the impact of writing down
the value of one other real estate owned property compared to gains on the
sale
of other real estate in the prior year, increases in professional fees and
marketing expenses, and the re-establishment of the FDIC
assessment.
WB
Capital’s year-to-date net income was $274 for the six months ended June 30,
2008 compared to $195 for the same period in 2007. Revenues were lower than
a
year ago because of reduced asset levels. Operating expenses at WB Capital
were
$271 lower during the first half of 2008 compared to the same 2007 period.
This
was accomplished through a concerted effort to reduce operating costs. WB
Capital’s net income for the three months ended June 30, 2008, was $27 lower
than in the same period of 2007 due to lower revenues.
11
RESULTS
OF OPERATIONS
The
following table shows selected financial results and measures for the three
and
six months ended June 30, 2008, compared with the same periods in
2007.
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||||||||||||||||||
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
Change-%
|
|||||||||||||||||||||||||
Net
income
|
$
|
4,514
|
$
|
5,127
|
$
|
(613
|
)
|
-12.0
|
%
|
$
|
5,888
|
$
|
9,571
|
$
|
(3,683
|
)
|
-38.5
|
%
|
||||||||||||||
Average
assets
|
1,302,161
|
1,323,901
|
(21,740
|
)
|
-1.6
|
%
|
1,312,684
|
1,314,146
|
(1,462
|
)
|
-0.1
|
%
|
||||||||||||||||||||
Average
stockholders' equity
|
119,178
|
115,535
|
3,643
|
3.2
|
%
|
120,444
|
114,608
|
5,836
|
5.1
|
%
|
||||||||||||||||||||||
Return
on assets
|
1.39
|
%
|
1.55
|
%
|
-0.16
|
%
|
0.90
|
%
|
1.47
|
%
|
-0.57
|
%
|
||||||||||||||||||||
Return
on equity
|
15.23
|
%
|
17.80
|
%
|
-2.57
|
%
|
9.83
|
%
|
16.84
|
%
|
-7.01
|
%
|
||||||||||||||||||||
Efficiency
ratio
|
46.65
|
%
|
41.54
|
%
|
5.11
|
%
|
46.87
|
%
|
44.46
|
%
|
2.41
|
%
|
||||||||||||||||||||
Dividend
payout ratio
|
61.69
|
%
|
54.72
|
%
|
6.97
|
%
|
94.59
|
%
|
58.63
|
%
|
35.96
|
%
|
||||||||||||||||||||
Equity
to assets ratio
|
9.15
|
%
|
8.73
|
%
|
0.42
|
%
|
9.18
|
%
|
8.72
|
%
|
0.45
|
%
|
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.
12
Data
for
the three months ended June 30:
Average Balance
|
Interest Income/Expense
|
Yield/Rate
|
||||||||||||||||||||||||||||||||||
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
||||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||||
Loans:
|
||||||||||||||||||||||||||||||||||||
Commercial
|
$
|
367,983
|
$
|
348,949
|
$
|
19,034
|
5.45
|
%
|
$
|
5,175
|
$
|
6,961
|
$
|
(1,786
|
)
|
-25.66
|
%
|
5.66
|
%
|
8.00
|
%
|
-2.34
|
%
|
|||||||||||||
Real
estate
|
641,854
|
583,496
|
58,358
|
10.00
|
%
|
10,034
|
10,799
|
(765
|
)
|
-7.08
|
%
|
6.29
|
%
|
7.42
|
%
|
-1.13
|
%
|
|||||||||||||||||||
Consumer
and other
|
14,537
|
14,141
|
396
|
2.80
|
%
|
219
|
257
|
(38
|
)
|
-14.79
|
%
|
6.07
|
%
|
7.28
|
%
|
-1.21
|
%
|
|||||||||||||||||||
Total
loans
|
1,024,374
|
946,586
|
77,788
|
8.22
|
%
|
15,428
|
18,017
|
(2,589
|
)
|
-14.37
|
%
|
6.06
|
%
|
7.63
|
%
|
-1.57
|
%
|
|||||||||||||||||||
Investment
securities:
|
||||||||||||||||||||||||||||||||||||
Taxable
|
84,022
|
169,612
|
(85,590
|
)
|
-50.46
|
%
|
1,070
|
1,975
|
(905
|
)
|
-45.82
|
%
|
5.09
|
%
|
4.66
|
%
|
0.43
|
%
|
||||||||||||||||||
Tax-exempt
|
87,808
|
87,288
|
520
|
0.60
|
%
|
1,249
|
1,142
|
107
|
9.37
|
%
|
5.69
|
%
|
5.23
|
%
|
0.46
|
%
|
||||||||||||||||||||
Total
investment securities
|
171,830
|
256,900
|
(85,070
|
)
|
-33.11
|
%
|
2,319
|
3,117
|
(798
|
)
|
-25.60
|
%
|
5.40
|
%
|
4.85
|
%
|
0.55
|
%
|
||||||||||||||||||
Federal
funds sold and short-term investments
|
13,565
|
20,472
|
(6,907
|
)
|
-33.74
|
%
|
75
|
271
|
(196
|
)
|
-72.32
|
%
|
2.23
|
%
|
5.30
|
%
|
-3.07
|
%
|
||||||||||||||||||
Total
interest-earning assets
|
$
|
1,209,769
|
$
|
1,223,958
|
$
|
(14,189
|
)
|
-1.16
|
%
|
17,822
|
21,405
|
(3,583
|
)
|
-16.74
|
%
|
5.92
|
%
|
7.01
|
%
|
-1.09
|
%
|
|||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||||
Deposits:
|
||||||||||||||||||||||||||||||||||||
Checking
with interest, savings and money markets
|
$
|
324,312
|
$
|
306,375
|
$
|
17,937
|
5.85
|
%
|
1,159
|
2,293
|
(1,134
|
)
|
-49.45
|
%
|
1.44
|
%
|
3.00
|
%
|
-1.56
|
%
|
||||||||||||||||
Time
deposits
|
354,778
|
424,504
|
(69,726
|
)
|
-16.43
|
%
|
3,379
|
5,390
|
(2,011
|
)
|
-37.31
|
%
|
3.83
|
%
|
5.09
|
%
|
-1.26
|
%
|
||||||||||||||||||
Total
deposits
|
679,090
|
730,879
|
(51,789
|
)
|
-7.09
|
%
|
4,538
|
7,683
|
(3,145
|
)
|
-40.93
|
%
|
2.69
|
%
|
4.22
|
%
|
-1.53
|
%
|
||||||||||||||||||
Other
borrowed funds
|
309,531
|
279,809
|
29,722
|
10.62
|
%
|
2,557
|
3,547
|
(990
|
)
|
-27.91
|
%
|
3.32
|
%
|
5.09
|
%
|
-1.77
|
%
|
|||||||||||||||||||
Total
interest-bearing liabilities
|
$
|
988,621
|
$
|
1,010,688
|
$
|
(22,067
|
)
|
-2.18
|
%
|
7,095
|
11,230
|
(4,135
|
)
|
-36.82
|
%
|
2.89
|
%
|
4.46
|
%
|
-1.57
|
%
|
|||||||||||||||
Tax-equivalent
net interest income
|
$
|
10,727
|
$
|
10,175
|
$
|
552
|
5.43
|
%
|
||||||||||||||||||||||||||||
Net
interest spread
|
3.03
|
%
|
2.55
|
%
|
0.48
|
%
|
||||||||||||||||||||||||||||||
Net
interest margin
|
3.56
|
%
|
3.33
|
%
|
0.23
|
%
|
Data
for
the six months ended June 30:
Average Balance
|
Interest Income/Expense
|
Yield/Rate
|
||||||||||||||||||||||||||||||||||
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
||||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||||
Loans:
|
||||||||||||||||||||||||||||||||||||
Commercial
|
$
|
364,130
|
$
|
343,431
|
$
|
20,699
|
6.03
|
%
|
$
|
11,048
|
$
|
13,601
|
$
|
(2,553
|
)
|
-18.77
|
%
|
6.10
|
%
|
7.99
|
%
|
-1.89
|
%
|
|||||||||||||
Real
estate
|
634,060
|
579,195
|
54,865
|
9.47
|
%
|
20,412
|
21,072
|
(660
|
)
|
-3.13
|
%
|
6.47
|
%
|
7.34
|
%
|
-0.87
|
%
|
|||||||||||||||||||
Consumer
and other
|
14,113
|
14,496
|
(383
|
)
|
-2.64
|
%
|
455
|
536
|
(81
|
)
|
-15.11
|
%
|
6.49
|
%
|
7.46
|
%
|
-0.97
|
%
|
||||||||||||||||||
Total
loans
|
1,012,303
|
937,122
|
75,181
|
8.02
|
%
|
31,915
|
35,209
|
(3,294
|
)
|
-9.36
|
%
|
6.34
|
%
|
7.58
|
%
|
-1.24
|
%
|
|||||||||||||||||||
Investment
securities:
|
||||||||||||||||||||||||||||||||||||
Taxable
|
101,825
|
169,945
|
(68,120
|
)
|
-40.08
|
%
|
2,547
|
3,956
|
(1,409
|
)
|
-35.62
|
%
|
5.00
|
%
|
4.66
|
%
|
0.34
|
%
|
||||||||||||||||||
Tax-exempt
|
86,802
|
89,102
|
(2,300
|
)
|
-2.58
|
%
|
2,442
|
2,331
|
111
|
4.76
|
%
|
5.63
|
%
|
5.23
|
%
|
0.40
|
%
|
|||||||||||||||||||
Total
investment securities
|
188,627
|
259,047
|
(70,420
|
)
|
-27.18
|
%
|
4,989
|
6,287
|
(1,298
|
)
|
-20.65
|
%
|
5.29
|
%
|
4.85
|
%
|
0.44
|
%
|
||||||||||||||||||
Federal
funds sold and short-term investments
|
18,403
|
21,439
|
(3,036
|
)
|
-14.16
|
%
|
235
|
560
|
(325
|
)
|
-58.04
|
%
|
2.57
|
%
|
5.26
|
%
|
-2.69
|
%
|
||||||||||||||||||
Total
interest-earning assets
|
$
|
1,219,333
|
$
|
1,217,608
|
$
|
1,725
|
0.14
|
%
|
37,139
|
42,056
|
(4,917
|
)
|
-11.69
|
%
|
6.12
|
%
|
6.96
|
%
|
-0.84
|
%
|
||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||||
Deposits:
|
||||||||||||||||||||||||||||||||||||
Checking
with interest, savings and money markets
|
$
|
325,787
|
$
|
297,762
|
$
|
28,025
|
9.41
|
%
|
2,942
|
4,333
|
(1,391
|
)
|
-32.10
|
%
|
1.82
|
%
|
2.93
|
%
|
-1.11
|
%
|
||||||||||||||||
Time
deposits
|
365,820
|
432,846
|
(67,026
|
)
|
-15.49
|
%
|
7,568
|
10,922
|
(3,354
|
)
|
-30.71
|
%
|
4.16
|
%
|
5.09
|
%
|
-0.93
|
%
|
||||||||||||||||||
Total
deposits
|
691,607
|
730,608
|
(39,001
|
)
|
-5.34
|
%
|
10,510
|
15,255
|
(4,745
|
)
|
-31.10
|
%
|
3.06
|
%
|
4.21
|
%
|
-1.15
|
%
|
||||||||||||||||||
Other
borrowed funds
|
307,957
|
273,719
|
34,238
|
12.51
|
%
|
5,572
|
6,912
|
(1,340
|
)
|
-19.39
|
%
|
3.64
|
%
|
5.09
|
%
|
-1.45
|
%
|
|||||||||||||||||||
Total
interest-bearing liabilities
|
$
|
999,564
|
$
|
1,004,327
|
$
|
(4,763
|
)
|
-0.47
|
%
|
16,082
|
22,167
|
(6,085
|
)
|
-27.45
|
%
|
3.24
|
%
|
4.45
|
%
|
-1.21
|
%
|
|||||||||||||||
Tax-equivalent
net interest income
|
|
$
|
21,057
|
$
|
19,889
|
$
|
1,168
|
|
5.87
|
%
|
||||||||||||||||||||||||||
Net
interest spread
|
2.88
|
%
|
2.51
|
%
|
0.37
|
%
|
||||||||||||||||||||||||||||||
Net
interest margin
|
3.47
|
%
|
3.29
|
%
|
0.18
|
%
|
13
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 three months ended June 30, 2008, was 3.56 percent, an increase of
23
basis points compared to the same quarter last year and 18 basis points higher
than the first quarter of 2008. The increase from the prior quarter was due to a
decline in deposit and borrowing rates which exceeded the decline in yields
on
loans, along with a significant change in the mix of earning assets. The
Company’s tax-equivalent net interest income for the three months ended June 30,
2008, increased $552 compared to the three months ended June 30,
2007.
For
the
six months ended June 30, 2008, the net interest margin increased to 3.47
percent, which was an 18 basis point improvement compared to the six months
ended June 30, 2007. The result was a $1,168 increase in tax-equivalent net
interest income for the six months ended June 30, 2008, compared to the six
months ended June 30, 2007.
Tax-equivalent
interest income and fees on loans declined $3,294 in the first six months of
2008 compared to the same period in 2007, as the drop in market rates exceeded
the $75.2 million increase in the volume of outstanding loans. The average
yield
on loans declined to 6.34 percent for the first six months of 2008, compared
to
7.58 percent for the same period in 2007. In general, market interest rates
began to decline in September 2007 and continued to drop through April 2008.
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 2008, the average balance of investment securities was
$70.4
million lower than in the first six months of 2007, while the yield increased
44
basis points. Investment securities totaling approximately $104 million matured
or were called in the first six months of 2008 and approximately $48 million
of
investment securities were purchased during the same period.
The
average rate paid on deposits for the first six months of 2008 declined to
3.06
percent from 4.21 percent for the same period last year. This decrease is
primarily the result of a significant decline in market interest rates on
interest-bearing checking, money market savings, and certificates of deposit.
The average balance of time deposits declined in the first six months of 2008
compared to the same time period in 2007, as the Company has not been renewing
maturing wholesale certificates of deposit as the cost of those deposits was
higher than the cost of Federal Home Loan Bank (FHLB) advances. By the end
of
June 2008, West Bank had resumed bidding on public funds as a source of
funding.
The
average balance of borrowings for the first six months of 2008 was $34.2 million
higher than a year ago. Overnight borrowings in the form of federal funds
purchased from correspondent banks and securities sold under agreements to
repurchase averaged $4.6 million more than during the first six months of last
year. The average rate paid on those borrowings declined 225 basis points in
2008 compared to the first six months of 2007. Average long-term borrowings
increased $30.2 million, while the rates paid on those additional borrowings
declined 75 basis points compared to 2007.
14
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, 2008 and 2007, as well as common ratios
related to the allowance for loan losses.
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||||||||||
2008
|
2007
|
Change
|
2008
|
2007
|
Change
|
||||||||||||||
Balance
at beginning of period
|
$
|
14,260
|
$
|
8,743
|
$
|
5,517
|
$
|
8,935
|
$
|
8,494
|
$
|
441
|
|||||||
Charge-offs
|
(4,740
|
)
|
(331
|
)
|
(4,409
|
)
|
(5,121
|
)
|
(486
|
)
|
(4,635
|
)
|
|||||||
Recoveries
|
37
|
17
|
20
|
143
|
121
|
22
|
|||||||||||||
Net
charge-offs
|
(4,703
|
)
|
(314
|
)
|
(4,389
|
)
|
(4,978
|
)
|
(365
|
)
|
(4,613
|
)
|
|||||||
Provision
charged to operations
|
1,000
|
350
|
650
|
6,600
|
650
|
5,950
|
|||||||||||||
Balance
at end of period
|
$
|
10,557
|
$
|
8,779
|
$
|
1,778
|
$
|
10,557
|
$
|
8,779
|
$
|
1,778
|
|||||||
Average
loans outstanding
|
$
|
1,024,374
|
$
|
946,586
|
$
|
1,012,303
|
$
|
937,122
|
|||||||||||
Ratio
of net charge-offs during the period to average loans
outstanding
|
0.46
|
%
|
0.03
|
%
|
0.49
|
%
|
0.04
|
%
|
|||||||||||
Ratio
of allowance for loan losses to average loans outstanding
|
1.03
|
%
|
0.93
|
%
|
1.04
|
%
|
0.94
|
%
|
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.
The
provision for loan losses has increased significantly compared to a year ago.
In
April 2008, Iowa’s largest homebuilder and developer suspended business. As a
result of the developer’s decision to cease operations, West Bank increased the
allowance for loan losses by $5 million as of March 31, 2008. West Bank does
not
have any loans directly to the developer. However, West Bank had approximately
$22 million in loans to closely related entities and individuals. Approximately
$4 million of the loans are unsecured. The fact the developer has ceased
operations limits the owners’ ability to repay the $4 million in unsecured
loans, and the lack of availability of additional collateral led West Bank
to
the decision to charge them off during the three months ended June 30, 2008.
Collection of these loans is being pursued through legal actions. Approximately
$18 million of the loans are secured by first real estate mortgages, limited
guarantees from parties related to the developer, and limited guarantees from
parties not related to the developer.
During
the three months ended June 30, 2008 an additional $1 million was added to
the
provision. This is $650 more than the second quarter of last year. The provision
is higher this year because of the slow down in the residential and commercial
real estate markets.
Net
charge-offs during the first six months of 2008 were $4.6 million higher than
in
the same period in 2007. The majority of the charge-offs consisted of seven
commercial loans totaling $4.5 million, including the $4 million discussed
in
the previous paragraph. The net charge-off ratio for the six months ended June
30, 2008, was 0.49 percent compared to 0.04 percent for the six months ended
June 30, 2007. Significant efforts continue to be made to maximize recovery
efforts.
The
allowance for loan losses represented 78.0 percent of non-accrual loans and
loans past due more than 90 days at June 30, 2008, compared to 152.0 percent
at
December 31, 2007. The ratio has declined due to the increase in non-accrual
loans.
The
adequacy of the allowance for loan losses is evaluated quarterly by management
and reviewed by West Bank’s 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.
15
While
management uses available information to recognize potential losses on loans,
further reduction in the carrying amounts of loans may be necessary based on
changes in circumstances or later acquired information. Futhermore, the general
level of economic activity is always uncertain. Identifiable sectors within
the
general economy are subject to additional volatility, which at any time may
have
a substantial impact on the loan portfolio. 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.
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
|
2008
|
2007
|
Change
|
Change-%
|
|||||||||
Service
charges on deposit accounts
|
$
|
1,250
|
$
|
1,211
|
$
|
39
|
3.2
|
%
|
|||||
Trust
services
|
204
|
188
|
16
|
8.5
|
%
|
||||||||
Investment
advisory fees
|
1,960
|
2,043
|
(83
|
)
|
-4.1
|
%
|
|||||||
Increase
in cash value of bank-owned life insurance
|
257
|
219
|
38
|
17.4
|
%
|
||||||||
Net
realized gains (losses) from sales of securities
|
-
|
(13
|
)
|
13
|
100.0
|
%
|
|||||||
Other:
|
|||||||||||||
Debit
card usage fees
|
109
|
87
|
22
|
25.3
|
%
|
||||||||
Check
printing fees
|
30
|
31
|
(1
|
)
|
-3.2
|
%
|
|||||||
VISA/MasterCard
income
|
55
|
53
|
2
|
3.8
|
%
|
||||||||
Gain
on sale of residential mortgages
|
135
|
25
|
110
|
440.0
|
%
|
||||||||
All
other
|
169
|
191
|
(22
|
)
|
-11.5
|
%
|
|||||||
Total
other
|
498
|
387
|
111
|
28.7
|
%
|
||||||||
Total
noninterest income
|
$
|
4,169
|
$
|
4,035
|
$
|
134
|
3.3
|
%
|
Six months ended June 30,
|
|||||||||||||
Noninterest income
|
2008
|
2007
|
Change
|
Change-%
|
|||||||||
Service
charges on deposit accounts
|
$
|
2,296
|
$
|
2,339
|
$
|
(43
|
)
|
-1.8
|
%
|
||||
Trust
services
|
398
|
369
|
29
|
7.9
|
%
|
||||||||
Investment
advisory fees
|
3,898
|
4,002
|
(104
|
)
|
-2.6
|
%
|
|||||||
Increase
in cash value of bank-owned life insurance
|
449
|
435
|
14
|
3.2
|
%
|
||||||||
Net
realized gains (losses) from sales of securities
|
5
|
(9
|
)
|
14
|
155.6
|
%
|
|||||||
Other:
|
|||||||||||||
Debit
card usage fees
|
204
|
169
|
35
|
20.7
|
%
|
||||||||
Check
printing fees
|
63
|
67
|
(4
|
)
|
-6.0
|
%
|
|||||||
VISA/MasterCard
income
|
94
|
107
|
(13
|
)
|
-12.2
|
%
|
|||||||
Gain
on sale of residential mortgages
|
220
|
38
|
182
|
479.0
|
%
|
||||||||
All
other
|
378
|
388
|
(10
|
)
|
-2.6
|
%
|
|||||||
Total
other
|
959
|
769
|
190
|
24.7
|
%
|
||||||||
Total
noninterest income
|
$
|
8,005
|
$
|
7,905
|
$
|
100
|
1.3
|
%
|
16
Service
charges on deposit accounts for the three months ended June 30, 2008, increased
compared to the prior year. Lower market interest rates resulted in a lower
earnings credit on commercial checking accounts which translates to higher
service charge revenue. For the first six months of 2008 return check charges
have declined more than the increase in commercial service charges as some
customers have modified their check-writing habits resulting in fewer checks
presented against non-sufficient funds.
Trust
fees have increased compared to the prior year due to new business and
additional assets added to existing accounts.
Investment
advisory fees are fees earned by WB Capital. The slight decline in 2008 fees
compared to 2007 was the result of lower fees from the Vintage mutual funds
due
to lower asset levels in the funds.
Debit
card usage fees continued to improve as a result of higher utilization of this
convenient payment method. In April 2008, West Bank began offering a new product
which encourages the use of electronic payments and is expected to continue
to
add to this revenue source. Year-to-date VISA/MasterCard income declined as
a
result of lower transaction volumes in the first six months of 2008 compared
to
the same time period in 2007. However, income was up slightly in the three
months ended June 30, 2008 compared to 2007.
The
volume of originations of residential mortgages sold into the secondary market
has increased significantly compared to 2007. The growth of this line of
business is expected to continue as the result of hiring two additional loan
originators in 2008.
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 expenses” category that represent significant
variances are shown.
Three months ended June 30,
|
|||||||||||||
Noninterest expense:
|
2008
|
2007
|
Change
|
Change-%
|
|||||||||
Salaries
and employee benefits
|
$
|
3,634
|
$
|
3,355
|
$
|
279
|
8.3
|
%
|
|||||
Occupancy
|
899
|
897
|
2
|
0.2
|
%
|
||||||||
Data
processing
|
498
|
473
|
25
|
5.3
|
%
|
||||||||
Other
expenses:
|
|||||||||||||
Insurance
|
58
|
66
|
(8
|
)
|
-12.1
|
%
|
|||||||
Training
|
55
|
21
|
34
|
161.9
|
%
|
||||||||
Marketing
|
232
|
154
|
78
|
50.6
|
%
|
||||||||
Professional
fees
|
294
|
152
|
142
|
93.4
|
%
|
||||||||
Director
fees
|
83
|
76
|
7
|
9.2
|
%
|
||||||||
FDIC
expense
|
153
|
28
|
125
|
446.4
|
%
|
||||||||
Other
real estate owned expense
|
105
|
(263
|
)
|
368
|
139.9
|
%
|
|||||||
Intangible
amortization
|
183
|
214
|
(31
|
)
|
-14.5
|
%
|
|||||||
All
other
|
755
|
735
|
20
|
2.7
|
%
|
||||||||
Total
other
|
1,918
|
1,183
|
735
|
62.1
|
%
|
||||||||
Total
noninterest expense
|
$
|
6,949
|
$
|
5,908
|
$
|
1,041
|
17.6
|
%
|
17
Six months ended June 30,
|
|||||||||||||
Noninterest
expense:
|
2008
|
2007
|
Change
|
Change-%
|
|||||||||
Salaries
and employee benefits
|
$
|
7,365
|
$
|
6,971
|
$
|
394
|
5.7
|
%
|
|||||
Occupancy
|
1,799
|
1,831
|
(32
|
)
|
-1.7
|
%
|
|||||||
Data
processing
|
990
|
940
|
50
|
5.3
|
%
|
||||||||
Other
expenses:
|
|||||||||||||
Insurance
|
121
|
139
|
(18
|
)
|
-12.9
|
%
|
|||||||
Training
|
110
|
46
|
64
|
139.1
|
%
|
||||||||
Marketing
|
419
|
258
|
161
|
62.4
|
%
|
||||||||
Professional
fees
|
538
|
357
|
181
|
50.7
|
%
|
||||||||
Director
fees
|
149
|
119
|
30
|
25.2
|
%
|
||||||||
FDIC
expense
|
185
|
58
|
127
|
219.0
|
%
|
||||||||
Other
real estate owned expense
|
91
|
(244
|
)
|
335
|
137.3
|
%
|
|||||||
Intangible
amortization
|
360
|
428
|
(68
|
)
|
-15.9
|
%
|
|||||||
All
other
|
1,491
|
1,459
|
32
|
2.2
|
%
|
||||||||
Total
other
|
3,464
|
2,620
|
844
|
32.2
|
%
|
||||||||
Total
noninterest expense
|
$
|
13,618
|
$
|
12,362
|
$
|
1,256
|
10.2
|
%
|
The
increase in salaries and benefits resulted from hiring 14 new employees since
June 30, 2007, 11 of whom are in business development roles, along with
annual merit increases.
Occupancy
expenses declined in the six months ended June 30, 2008, due to closing one
lower traffic office in the Des Moines metropolitan area in the second quarter
of 2007 and lower equipment depreciation. West Bank also discontinued renting
space at a mall for three ATM’s. The Company continues to market excess space
available in the facility in which WB Capital is located in West Des Moines.
A
portion of the space has been leased and rental payments began in April 2008.
A
site for a new office in Waukee has been leased, with groundbreaking occurring
in July 2008 and an expected opening in February 2009.
Training
expense has increased because of beginning an extensive sales training program
for consumer branch bankers, commercial bankers, and the investment advisory
sales force. Marketing expenses are up as a result of a retail sales campaign
and a new product offering.
Professional
fees increased due to legal fees and external audit and tax compliance related
fees. Director fees increased in 2008 as the result of an April 2007 increase
in
quarterly retainer and meeting fees.
FDIC
expense increased as a result of the re-establishment of the FDIC assessment.
West Bank’s share of a one-time assessment credit was almost fully utilized by
March 31, 2008.
Other
real estate owned expense increased due to a write-down taken on one piece
of
property in the second quarter of 2008 and 2007 expense included gains on the
sale of several other real estate properties. 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 $2.0 million for the six months ended
June 30, 2008, compared with $4.4 million for the six months ended June 30,
2007. The effective income tax rates as a percent of income before taxes for
the
three months ended June 30, 2008 and 2007, was 30.0 percent and 32.2 percent,
respectively, and was 25.4 percent and 31.6 percent, respectively, for the
six
months ended June 30, 2008 and 2007. The reduction in the effective rate was
due
to the sharp decline in income before income taxes in the first three months
of
2008 combined with the effect of tax-exempt interest income and a Federal new
market tax credit. In the second half of 2007, West Bank invested in a qualified
community development entity which qualified West Bank for the credit. The
credit, totaling $2,730, reduces income tax expense over a seven-year
period.
18
FINANCIAL
CONDITION
Total
assets as of June 30, 2008, were approximately $1.4 billion, which was a 2.2
percent increase compared to December 31, 2007. Certain components of the
balance sheet have changed significantly and are described in the following
paragraphs.
Investment
Securities
Investment
securities available for sale declined approximately $61.6 million from December
31, 2007, to $169.8 million at June 30, 2008. The decline was primarily the
result of bonds being called due to the lower interest rate environment. West
Bank purchased agency and municipal securities in the second quarter to
partially offset the calls and scheduled maturities.
The
credit markets are in considerable stress, due to the sub-prime turmoil and
related negative developments. Investors seem to be hesitant to invest in any
credit product except Treasuries and agencies until more stability returns
to
the market, thus contributing to pricing fluctuations. In many cases, bond
prices may be the result of distressed selling rather than normal market
transactions. Management believes some price fluctuations have more to do with
the environment surrounding the credit markets than the inability to receive
full principal payments.
On
a
quarterly basis, the investment securities portfolio is reviewed for
other-than-temporary impairment. As of June 30, 2008, existing unrealized losses
are considered to be temporary in nature due to market interest rate
fluctuations, not in estimated cash flows, and the Company has the ability
and
the intent to hold securities with unrealized losses for a period of time
sufficient to allow for a recovery, which may be at maturity. Therefore, no
other-than-temporary impairment adjustment has been recorded as of June 30,
2008.
At
June
30, 2008, West Bank had a pooled trust preferred security that had a carrying
value of $1.25 million after a pre-tax fair market value adjustment of $3.75
million. In accordance with Statement of Financial Accounting Standards number
115, the decline in fair market value has been charged against capital on an
after income tax basis. Based on a cash flow analysis, management has concluded
this security is not other than temporarily impaired. If subsequent cash flow
analyses would indicate insufficient cash flow to repay the outstanding
principal and interest or the credit rating of this security declined to BBB-,
we would conclude the security is other than temporarily impaired and incur
an
impairment loss equal to the difference between original cost and the fair
market value. The impairment loss would negatively impact net income; however,
as previously noted, the fair market value adjustment at June 30, 2008, has
already been recorded against capital.
Loans
and
Non-performing Assets
Loans
outstanding increased approximately $74 million from December 31, 2007, to
June
30, 2008. The increase was attributable to growth in commercial ($34.8 million),
commercial real estate ($21.4 million), and one-to-four-family real estate
construction loans ($15.3 million). West Bank has new loans in process which
should result in similar loan growth in the third quarter of
2008.
19
The
following table sets forth the amount of non-performing loans and assets carried
by the Company and common ratio measurements of those items.
June 30, 2008
|
December 31, 2007
|
Change
|
||||||||
Non-accrual
loans
|
$
|
13,332
|
$
|
5,469
|
$
|
7,863
|
||||
Loans
past due 90 days and still accruing interest
|
204
|
408
|
(204
|
)
|
||||||
Total
non-performing loans
|
13,536
|
5,877
|
7,659
|
|||||||
Other
real estate owned
|
621
|
155
|
466
|
|||||||
Total
non-performing assets
|
$
|
14,157
|
$
|
6,032
|
$
|
8,125
|
||||
Non-performing
loans to total loans
|
1.28
|
%
|
0.60
|
%
|
0.68
|
%
|
||||
Non-performing
assets to total loans
|
1.34
|
%
|
0.61
|
%
|
0.73
|
%
|
||||
Non-performing
assets to total assets
|
1.03
|
%
|
0.45
|
%
|
0.58
|
%
|
Total
non-performing assets have increased 134.7 percent since the end of 2007. The
non-accrual category increased by $7.9 million during the first six months
of
2008, with the majority of the increase related to loans to commercial real
estate and construction developers. Loans transferred to non-accrual status
during the three months ended June 30, 2008, included two loans totaling $3.4
million related to the defunct home builder discussed earlier in this report
and
a $1.7 million loan to a biofuels plant. The biofuels loan is a participation
from another bank. The loan is performing, however, regulatory examiners at
the
originating bank recently required the loan to be placed on non-performing
status. Other real estate owned increased by $.5 million as the result of the
foreclosure of a townhouse construction project. The project is approximately
80
percent complete and a sale is pending. The value of the asset was written
down
approximately $70 in June 2008 to reduce the carrying value to the amount of
the
expected proceeds.
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”
and Notes 4 and 6.
Deposits
Total
deposits as of June 30, 2008, were approximately $938 million compared with
$911
million as of December 31, 2007, an increase of 3.0 percent. Time deposits
of
$100,000 or more increased approximately $103.9 million as West Bank increased
its reliance on public unit deposits to fund the increase in loans. Meanwhile,
the majority of the reduction in other time deposits was attributable to the
maturity of other wholesale deposits. In order to maintain core deposits, the
Bank began an extensive sales campaign in April 2008, for a new product called
“Reward Me Checking.” The new product pays a certificate of deposit-like rate if
the customer performs a certain number of electronic banking transactions and
agrees to receive his or her monthly statements electronically. In addition,
West Bank is the banking partner for a new savings program called SmartyPig.
SmartyPig is an innovative, internet-based savings and rewards program developed
by SmartyPig, LLC. In return for assisting with the development efforts, West
Bank has an 18 percent ownership interest in SmartyPig, LLC. An additional
strategy for gathering and retaining core deposits was added in July 2008.
New
and current customers with a primary checking account at West Bank are eligible
for a 50 basis point higher rate on time certificates.
20
Borrowings
The
balance of federal funds purchased and securities sold under agreements to
repurchase was $122.8 million at June 30, 2008, down from $166.9 million at
December 31, 2007. The reduction was primarily in federal funds purchased,
which
includes federal funds purchased from regional and national correspondent banks
as necessary for short-term liquidity needs and 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 throughout Iowa will fluctuate depending upon the loan
demand and investment strategy of those banks. The balance of other short-term
borrowings consisted of Treasury, Tax, and Loan option notes. Long-term
borrowings increased $49.5 million compared to December 31, 2007. The increase
consisted of a $25 million, 10-year FHLB advance with an interest rate of 2.70
percent that is callable after three years, and a $25 million, 5-year FHLB
advance with an interest rate of 2.17 percent that is callable after three
months. The advances were used to fund loan growth and are being used as a
lower
cost alternative to wholesale deposits.
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 source
of funds is 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 $62.1 million as of June 30,
2008, compared with $49.9 million as of December 31, 2007. West Bank had
additional borrowing capacity available from the FHLB of approximately $28.6
million at June 30, 2008, and the Company has a $5.0 million unsecured line
of
credit through a large regional correspondent bank. In addition, West Bank
has
$110 million in borrowing capacity available through unsecured federal funds
lines of credit with correspondent banks. West Bank had borrowed $24 million
on
those lines of credit at June 30, 2008. 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,
2008.
The
Company’s total stockholders’ equity declined to $117.8 million at June 30,
2008, from $121.6 million at December 31, 2007. Total equity declined as
earnings were only slightly above the amount of dividends paid, the Company
repurchased stock, and accumulated comprehensive loss increased due to lower
market values of available for sale securities. Total stockholders' equity
was
8.61 percent and 9.08 percent of total assets as of June 30, 2008, and December
31, 2007, 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, 2008.
21
Regulatory
|
|||||||||||||
requirements to be:
|
Actual Regulatory
|
||||||||||||
Adequately
|
Well-
|
Capital Ratios as of:
|
|||||||||||
Capitalized
|
Capitalized
|
June 30, 2008
|
December 31, 2007
|
||||||||||
Total
risk-based capital as % of risk-weighted assets
|
|||||||||||||
Consolidated
|
8.0
|
%
|
n/a
|
10.7
|
%
|
11.1
|
%
|
||||||
West
Bank
|
8.0
|
%
|
10.0
|
%
|
10.4
|
%
|
10.8
|
%
|
|||||
Tier
1 capital as % of risk-weighted assets:
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
9.8
|
%
|
10.3
|
%
|
||||||
West
Bank
|
4.0
|
%
|
6.0
|
%
|
8.7
|
%
|
9.1
|
%
|
|||||
Tier
1 capital as % average assets
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
9.0
|
%
|
8.9
|
%
|
||||||
West
Bank
|
4.0
|
%
|
5.0
|
%
|
8.0
|
%
|
7.9
|
%
|
On
April
16, 2008, 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. During
the six months ended June 30, 2008, 58,300 shares of its common stock were
repurchased at an average price of $13.53 per share under a previous
authorization.
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 7, 2008, and is
incorporated herein by reference. The Company has not experienced any material
changes to its market risk position since December 31, 2007. Management does
not
believe the Company's primary market risk exposures and how those exposures
were
managed in the first six months of 2008 changed compared to 2007.
Effects
of New Statements of Financial Accounting Standards
Effective
January 1, 2008, the Company partially adopted SFAS No. 157, Fair
Value Measurements,
which
requires disclosures for those assets and liabilities carried in the balance
sheet on a fair value basis. The Financial Accounting Standard Board (FASB)
has
deferred the effective date of SFAS No. 157 until 2009 for nonfinancial assets
and liabilities which are recognized at fair value on a nonrecurring basis.
For
the Company, this deferral applies to other real estate owned, goodwill, and
intangible assets. The Company does not expect the final adoption of this
Statement to have a material impact on its financial position or results of
operations as the Company has limited derivative instrument
activity.
In
March
2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities.
SFAS
No. 161 requires enhanced disclosures about how and why an entity uses
derivative instruments; how derivative instruments are accounted for under
SFAS
No. 133 and its related interpretations; and how derivative instruments and
related hedged items affect an entity’s financial position, results of
operations, and cash flows. This Statement is effective for the Company
beginning on January 1, 2009. Earlier application is permitted, but is not
required. The Company does not expect the adoption of this Statement to have
a
material impact on its financial position or results of operations as the
Company has limited derivative instrument activity.
22
In
April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, Determination
of the Useful Life of Intangible Assets.
This FSP
is an amendment of SFAS No. 142, Goodwill
and Other Intangible Assets. FSP
FAS
142-3 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset. The objective of the FSP is to improve the consistency between
the useful life of a recognized intangible asset and the period of expected
cash
flows. This FSP is effective for the Company beginning January 1, 2009. The
Company does not expect the adoption of this Statement will have a material
impact on its financial position or results of operations.
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)) 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 are not parties to any material pending legal
proceedings (other than ordinary litigation incidental to the entities’
businesses) and no property of these entities is the subject of any such
proceeding. The Company does not know of any proceeding contemplated by a
governmental authority against the Company, its subsidiaries, or any related
property.
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 7, 2008.
Item
2.
Unregistered Sales of Equity Securities and Use of Proceeds
There
were no purchases of the Company’s common shares during the second quarter of
2008 under the $5 million stock buy-back plan approved by the Board of Directors
on April 16, 2008. On a year-to-date basis, 58,300 shares have been repurchased
at a total cost of $788,805.
Item
4.
Submission of Matters to a Vote of Security Holders
The
Company’s annual meeting of shareholders was held on April 17, 2008. The record
date for determination of shareholders entitled to vote at the meeting was
February 14, 2008. There were 17,403,882 shares outstanding as of that date,
each such share being entitled to one vote. At the shareholders’ meeting the
holders of 15,820,348 shares or approximately 90.9 percent of the outstanding
shares, were represented in person or by proxy, which constituted a quorum.
The
following proposals were voted on at the meeting:
23
Proposal
I – Election of Directors
Eight
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
|
15,617,026
|
203,321
|
|||||
Wendy
L. Carlson
|
15,615,030
|
205,317
|
|||||
Orville
E. Crowley
|
14,190,295
|
1,630,052
|
|||||
George
D. Milligan
|
15,622,122
|
198,225
|
|||||
Robert
G. Pulver
|
15,619,974
|
200,373
|
|||||
Thomas
E. Stanberry
|
14,186,938
|
1,633,409
|
|||||
Jack
G. Wahlig
|
14,189,976
|
1,630,371
|
|||||
Connie
Wimer
|
13,608,641
|
2,211,706
|
Proposal
II – Ratify the Appointment of Independent Registered Public Accounting
Firm
Vote
|
||||||||||
For
|
Against
|
Withheld
|
||||||||
McGladrey
& Pullen, LLP
|
15,779,369
|
36,212
|
4,767
|
24
Item
6.
Exhibits
The
following exhibits are filed as part of this report:
Exhibit No.
|
Description
|
|
3.1
|
Restated
Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 filed with the Form 10 on March
11,
2002.)
|
|
3.2
|
Amendment
to Bylaws of the Company (incorporated
herein by reference to Exhibit 99 filed with the Form 8-K on November
13,
2007.)
|
|
10.1
|
Lease
for Main Bank Facility (incorporated
herein by reference to Exhibit 10.1 filed with the Form 10 on March
11,
2002.)
|
|
10.2
|
Supplemental
Agreement to Lease for Main Bank Facility (incorporated
herein by reference to Exhibit 10.2 filed with the Form 10 on March
11,
2002.)
|
|
10.3
|
Short-term
Lease related to Main Bank Facility (incorporated
herein by reference to Exhibit 10.3 filed with the Form 10 on March
11,
2002.)
|
|
10.4
|
Assignment
(incorporated
herein by reference to Exhibit 10.4 filed with the Form 10 on March
11,
2002.)
|
|
10.5
|
Lease
Modification Agreement No. 1 for Main Bank Facility (incorporated
herein by reference to Exhibit 10.5 filed with the Form 10 on March
11,
2002.)
|
|
10.6
|
Memorandum
of Real Estate Contract (incorporated
herein by reference to Exhibit 10.6 filed with the Form 10 on March
11,
2002.)
|
|
10.7
|
Affidavit
(incorporated
herein by reference to Exhibit 10.7 filed with the Form 10 on March
11,
2002.)
|
|
10.8
|
Addendum
to Lease for Main Bank Facility (incorporated
herein by reference to Exhibit 10.8 filed with the Form 10 on March
11,
2002.)
|
|
10.9
|
Data
Processing Contract (incorporated
herein by reference to Exhibit 10.9 filed with the Form 10 on March
11,
2002.)
|
|
10.10
|
Employment
Contract (incorporated
herein by reference to Exhibit 10.10 filed with the Form 10 on
March 11,
2002.)
|
|
10.11
|
Data
Processing Contract Amendment (incorporated
herein by reference to Exhibit 10.12 filed with the Form 10-K on
March 26,
2003.)
|
|
10.12
|
The
Employee Savings and Stock Ownership Plan, as amended (incorporated
herein by reference to Exhibit 4.1 filed with the Form S-8 on October
29,
2004.)
|
|
10.13
|
Amendment
to Lease Agreement (incorporated
herein by reference to Exhibit 10.16 filed with the Form 10-K on
March 3,
2005.)
|
|
10.14
|
Employment
Agreement with Scott D. Eltjes (incorporated
herein by reference to Exhibit 10.17 filed with the Form 10-K on
March 3,
2005.)
|
|
10.15
|
Consulting
Agreement with David L. Miller (incorporated
herein by reference to Exhibit 10.18 filed with the Form 10-Q on
May 6,
2005.)
|
|
10.16
|
West
Bancorporation, Inc. Restricted Stock Compensation Plan (incorporated
herein by reference to Exhibit B of the definitive proxy statement
14A
filed on March 10, 2005.)
|
|
10.17
|
Employment
Agreement between Investors Management Group Ltd. and Jeff Lorenzen
(incorporated
herein by reference to Exhibit 99 filed with the Form 8-K on February
22,
2006.)
|
|
10.18
|
Assignment
and Assumption of Lease and Consent to Assignment (incorporated
herein by reference to Exhibit 10.21 filed with the Form 10-K on
March 8,
2006.)
|
|
10.19
|
2007
Amendment to Lease Agreement (incorporated
herein by reference to Exhibit 10.22 filed with the Form 10-Q on
May 4,
2007.)
|
|
10.20
|
Employment
Agreement with Thomas E. Stanberry (incorporated
herein by reference to Exhibit 10.24 filed with the Form 8-K on
May 23,
2008.)
|
|
10.21
|
Employment
Agreement with Douglas R. Gulling (incorporated
herein by reference to Exhibit 10.25 filed with the Form 8-K on
May 23,
2008.)
|
|
10.22
|
Employment
Agreement with Brad L. Winterbottom (incorporated
herein by reference to Exhibit 10.26 filed with the Form 8-K on
May 23,
2008.)
|
|
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
|
|
32.1
|
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
|
25
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)
July
31, 2008
|
By:
|
/s/
Thomas E. Stanberry
|
Date
|
Thomas
E. Stanberry
|
|
Chairman,
President and Chief Executive Officer
|
||
July
31, 2008
|
By:
|
/s/
Douglas R. Gulling
|
Date
|
Douglas
R. Gulling
|
|
Executive
Vice President and Chief Financial Officer
|
||
(Principal
Accounting Officer)
|
26
EXHIBIT
INDEX
The
following exhibits are filed herewith:
Exhibit No.
|
Description
|
Page Number
|
||
31.1
|
Certification
of Chief Executive Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
28
|
||
31.2
|
Certification
of Chief Financial Officer under Section 302 of the Sarbanes-Oxley
Act of
2002
|
29
|
||
32.1
|
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
|
30
|
||
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
|
31
|
27