WEST BANCORPORATION INC - Quarter Report: 2008 March (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 March 31, 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer o
|
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).
No x
|
As
of May
8, 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)
March 31,
|
December 31,
|
||||||
(in
thousands, except per share data)
|
2008
|
2007
|
|||||
Assets
|
|||||||
Cash
and due from banks
|
$
|
50,357
|
$
|
49,529
|
|||
Federal
funds sold and other short-term investments
|
45,494
|
414
|
|||||
Cash
and cash equivalents
|
95,851
|
49,943
|
|||||
Securities
available for sale
|
158,516
|
231,427
|
|||||
Federal
Home Loan Bank stock, at cost
|
8,206
|
5,951
|
|||||
Total
securities
|
166,722
|
237,378
|
|||||
Loans
held for sale
|
1,597
|
1,858
|
|||||
Loans
|
1,005,824
|
983,565
|
|||||
Allowance
for loan losses
|
(14,260
|
)
|
(8,935
|
)
|
|||
Loans,
net
|
991,564
|
974,630
|
|||||
Premises
and equipment, net
|
4,978
|
5,181
|
|||||
Accrued
interest receivable
|
6,940
|
7,829
|
|||||
Goodwill
|
24,930
|
24,930
|
|||||
Other
intangible assets
|
1,955
|
2,131
|
|||||
Bank-owned
life insurance
|
24,533
|
24,341
|
|||||
Other
assets
|
13,871
|
11,747
|
|||||
Total
assets
|
$
|
1,332,941
|
$
|
1,339,968
|
|||
Liabilities
and Stockholders' Equity
|
|||||||
Liabilities
|
|||||||
Deposits:
|
|||||||
Noninterest-bearing
demand
|
$
|
204,690
|
$
|
196,698
|
|||
Interest-bearing
demand
|
80,537
|
85,027
|
|||||
Savings
|
233,270
|
243,405
|
|||||
Time,
in excess of $100,000
|
209,650
|
160,936
|
|||||
Other
time
|
155,704
|
224,859
|
|||||
Total
deposits
|
883,851
|
910,925
|
|||||
Federal
funds purchased and securities sold under agreements to
repurchase
|
141,664
|
166,930
|
|||||
Other
short-term borrowings
|
1,394
|
2,672
|
|||||
Accrued
expenses and other liabilities
|
13,323
|
14,216
|
|||||
Subordinated
notes
|
20,619
|
20,619
|
|||||
Long-term
borrowings
|
152,750
|
103,000
|
|||||
Total
liabilities
|
1,213,601
|
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 March 31, 2008 and December
31, 2007, respectively
|
3,000
|
3,000
|
|||||
Additional
paid-in capital
|
32,000
|
32,000
|
|||||
Retained
earnings
|
84,885
|
87,084
|
|||||
Accumulated
other comprehensive (loss)
|
(545
|
)
|
(478
|
)
|
|||
Total
stockholders' equity
|
119,340
|
121,606
|
|||||
Total
liabilities and stockholders' equity
|
$
|
1,332,941
|
$
|
1,339,968
|
See
accompanying notes to consolidated financial statements.
2
Consolidated
Statements of Income
(unaudited)
Three Months Ended March 31,
|
|||||||
(in
thousands, except per share data)
|
2008
|
2007
|
|||||
Interest
income:
|
|||||||
Loans,
including fees
|
$
|
16,377
|
$
|
17,104
|
|||
Securities:
|
|||||||
Government
agencies and corporations
|
985
|
1,496
|
|||||
States
and political subdivisions
|
943
|
970
|
|||||
Other
|
398
|
389
|
|||||
Federal
funds sold and other short-term investments
|
160
|
289
|
|||||
Total
interest income
|
18,863
|
20,248
|
|||||
Interest
expense:
|
|||||||
Demand
deposits
|
290
|
325
|
|||||
Savings
deposits
|
1,493
|
1,715
|
|||||
Time
deposits
|
4,189
|
5,532
|
|||||
Federal
funds purchased and securities sold under agreements to
repurchase
|
1,264
|
1,675
|
|||||
Other
short-term borrowings
|
29
|
8
|
|||||
Subordinated
notes
|
367
|
363
|
|||||
Long-term
borrowings
|
1,355
|
1,319
|
|||||
Total
interest expense
|
8,987
|
10,937
|
|||||
Net
interest income
|
9,876
|
9,311
|
|||||
Provision
for loan losses
|
5,600
|
300
|
|||||
Net
interest income after provision for loan losses
|
4,276
|
9,011
|
|||||
Noninterest
income:
|
|||||||
Service
charges on deposit accounts
|
1,046
|
1,128
|
|||||
Trust
services
|
194
|
181
|
|||||
Investment
advisory fees
|
1,938
|
1,959
|
|||||
Increase
in cash value of bank-owned life insurance
|
192
|
216
|
|||||
Net
realized gains from sales of securities available for sale
|
5
|
4
|
|||||
Other
income
|
461
|
382
|
|||||
Total
noninterest income
|
3,836
|
3,870
|
|||||
Noninterest
expense:
|
|||||||
Salaries
and employee benefits
|
3,731
|
3,616
|
|||||
Occupancy
|
900
|
934
|
|||||
Data
processing
|
492
|
467
|
|||||
Other
expenses
|
1,546
|
1,437
|
|||||
Total
noninterest expense
|
6,669
|
6,454
|
|||||
Income
before income taxes
|
1,443
|
6,427
|
|||||
Income
taxes
|
69
|
1,983
|
|||||
Net
income
|
$
|
1,374
|
$
|
4,444
|
|||
Earnings
per share, basic
|
$
|
0.08
|
$
|
0.25
|
|||
Cash
dividends per share
|
$
|
0.16
|
$
|
0.16
|
See
accompanying notes to consolidated financial statements.
3
West
Bancorporation, Inc. and Subsidiaries
Consolidated
Statements of Stockholders' Equity
(unaudited)
Three Months Ended March 31,
|
|||||||
(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
|
1,374
|
4,444
|
|||||
Dividends
on common stock; per share amounts 2008 and 2007 - $0.160
|
(2,785
|
)
|
(2,806
|
)
|
|||
Shares
reacquired under the common stock repurchase plan
|
(788
|
)
|
-
|
||||
End
of period balance
|
84,885
|
82,035
|
|||||
Accumulated
other comprehensive loss:
|
|||||||
Beginning
of year balance
|
(478
|
)
|
(1,585
|
)
|
|||
Unrealized
gains (losses) on securities, net of tax
|
(67
|
)
|
443
|
||||
End
of period balance
|
(545
|
)
|
(1,142
|
)
|
|||
Total
stockholders' equity
|
$
|
119,340
|
$
|
115,893
|
West
Bancorporation, Inc. and Subsidiaries
Consolidated
Statements of Comprehensive Income
(unaudited)
Three Months Ended March 31,
|
|||||||
(in
thousands)
|
2008
|
2007
|
|||||
Net
income
|
$
|
1,374
|
$
|
4,444
|
|||
Other
comprehensive income (loss), unrealized gains (losses) on securities,
net
of reclassification adjustment, net of tax
|
(67
|
)
|
443
|
||||
Comprehensive
income
|
$
|
1,307
|
$
|
4,887
|
See
accompanying notes to consolidated financial statements.
4
West
Bancorporation, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
(unaudited)
Three Months Ended March 31,
|
|||||||
(in
thousands)
|
2008
|
2007
|
|||||
Cash
Flows from Operating Activities:
|
|||||||
Net
income
|
$
|
1,374
|
$
|
4,444
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Provision
for loan losses
|
5,600
|
300
|
|||||
Net
amortization and accretion
|
193
|
384
|
|||||
Loss
on disposition of fixed assets
|
16
|
2
|
|||||
Net
gains from sales of securities available for sale
|
(5
|
)
|
(4
|
)
|
|||
Net
gains from sales of loans held for sale
|
(85
|
)
|
(13
|
)
|
|||
Proceeds
from sales of loans held for sale
|
7,081
|
1,269
|
|||||
Originations
of loans held for sale
|
(6,732
|
)
|
(1,371
|
)
|
|||
Increase
in value of bank-owned life insurance
|
(192
|
)
|
(216
|
)
|
|||
Depreciation
|
227
|
226
|
|||||
Deferred
income taxes
|
(1,968
|
)
|
(85
|
)
|
|||
Change
in assets and liabilities:
|
|||||||
Decrease
(increase) in accrued interest receivable
|
889
|
(1,089
|
)
|
||||
Decrease
in accrued expenses and other liabilities
|
(893
|
)
|
(193
|
)
|
|||
Net
cash provided by operating activites
|
5,505
|
3,654
|
|||||
Cash
Flows from Investing Activities:
|
|||||||
Proceeds
from sales, calls, and maturities of securities available for
sale
|
83,608
|
4,551
|
|||||
Purchases
of securities available for sale
|
(10,818
|
)
|
(1,142
|
)
|
|||
Acquisition
of Federal Home Loan Bank stock
|
(3,854
|
)
|
(1,393
|
)
|
|||
Proceeds
from redemption of Federal Home Loan Bank stock
|
1,599
|
98
|
|||||
Net
change in loans
|
(23,199
|
)
|
(42,258
|
)
|
|||
Proceeds
from sales of premises and equipment
|
10
|
-
|
|||||
Purchases
of premises and equipment
|
(51
|
)
|
(106
|
)
|
|||
Change
in other assets
|
549
|
(592
|
)
|
||||
Net
cash provided by (used in) investing activities
|
47,844
|
(40,842
|
)
|
||||
Cash
Flows from Financing Activities:
|
|||||||
Net
change in deposits
|
(27,074
|
)
|
(1,320
|
)
|
|||
Net
change in federal funds purchased and securities sold under agreements
to
repurchase
|
(25,266
|
)
|
34,543
|
||||
Net
change in other short-term borrowings
|
(1,278
|
)
|
(1,900
|
)
|
|||
Proceeds
from long-term borrowings
|
50,000
|
30,000
|
|||||
Principal
payments on long-term borrowings
|
(250
|
)
|
(1,650
|
)
|
|||
Payment
for shares reacquired under common stock repurchase plan
|
(788
|
)
|
-
|
||||
Cash
dividends
|
(2,785
|
)
|
(2,806
|
)
|
|||
Net
cash provided by (used in) financing activities
|
(7,441
|
)
|
56,867
|
||||
Net
increase in cash and cash equivalents
|
45,908
|
19,679
|
|||||
Cash
and Cash Equivalents:
|
|||||||
Beginning
|
49,943
|
35,678
|
|||||
End
|
$
|
95,851
|
$
|
55,357
|
|||
Supplemental
Disclosures of Cash Flow Information
|
|||||||
Cash
payments for:
|
|||||||
Interest
|
$
|
9,318
|
$
|
10,570
|
|||
Income
taxes
|
-
|
-
|
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, stockholders’ equity,
comprehensive income, and cash flows for the three months ended March 31, 2008
and 2007, and the consolidated balance sheets as of March 31, 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 March 31, 2008, and the results of operations and
cash
flows for the three months ended March 31, 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 represents 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 months ended March 31, 2008
and 2007, were 17,409,064 and 17,536,682, 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 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:
March 31, 2008
|
December 31, 2007
|
||||||
Commitments
to extend credit
|
$
|
358,602
|
$
|
330,769
|
|||
Standby
letters of credit
|
20,061
|
22,682
|
|||||
$
|
378,663
|
$
|
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, if any, and any subsequent changes are included in the
allowance for loan losses. The following is a recap of impaired loans at March
31, 2008 and December 31, 2007:
March 31, 2008
|
December 31, 2007
|
||||||
Impaired
loans without an allowance
|
$
|
21,070
|
$
|
5,469
|
|||
Impaired
loans with an allowance
|
6,317
|
-
|
|||||
Total
impaired loans
|
$
|
27,387
|
$
|
5,469
|
|||
Allowance
for loan losses related to impaired loans
|
$
|
5,000
|
$
|
-
|
The
following table reconciles the balance of non-accrual loans with impaired loans
carried at fair value as of March 31, 2008:
Non-accrual
loans
|
$
|
11,820
|
||
Other
impaired loans still accruing interest
|
15,567
|
|||
Total
impaired loans
|
$
|
27,387
|
Changes
in the allowance for loan losses were as follows for the three months ended
March 31, 2008 and 2007:
March 31,
2008
|
December 31, 2007
|
||||||
Balance
at beginning of period
|
$
|
8,935
|
$
|
8,494
|
|||
Charge-offs
|
(381
|
)
|
(155
|
)
|
|||
Recoveries
|
106
|
104
|
|||||
Net
charge-offs
|
(275
|
)
|
(51
|
)
|
|||
Provision
charged to operations
|
5,600
|
300
|
|||||
Balance
at end of period
|
$
|
14,260
|
$
|
8,743
|
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
months ended March 31, 2008 and 2007.
7
Three
months ended March 31, 2008:
Segments
|
|||||||||||||
Investment
|
|||||||||||||
Banking
|
Advisory
|
Other
|
Consolidated
|
||||||||||
Interest
income
|
$
|
18,863
|
$
|
-
|
$
|
-
|
$
|
18,863
|
|||||
Interest
expense
|
8,987
|
-
|
-
|
8,987
|
|||||||||
Net
interest income
|
9,876
|
-
|
-
|
9,876
|
|||||||||
Provision
for loan losses
|
5,600
|
-
|
-
|
5,600
|
|||||||||
Net
interest income after provision for loan losses
|
4,276
|
-
|
-
|
4,276
|
|||||||||
Noninterest
income
|
1,895
|
1,989
|
(48
|
)
|
3,836
|
||||||||
Noninterest
expense
|
4,961
|
1,756
|
(48
|
)
|
6,669
|
||||||||
Income
before income taxes
|
1,210
|
233
|
-
|
1,443
|
|||||||||
Income
taxes
|
(29
|
)
|
98
|
-
|
69
|
||||||||
Net
income
|
$
|
1,239
|
$
|
135
|
$
|
-
|
$
|
1,374
|
|||||
Depreciation
and amortization
|
$
|
230
|
$
|
173
|
$
|
-
|
$
|
403
|
|||||
Goodwill
|
$
|
13,376
|
$
|
11,554
|
$
|
-
|
$
|
24,930
|
|||||
Total
assets
|
$
|
1,319,255
|
$
|
14,373
|
$
|
(687
|
)
|
$
|
1,332,941
|
Three
months ended March 31, 2007:
Segments
|
|||||||||||||
Investment
|
|||||||||||||
Banking
|
Advisory
|
Other
|
Consolidated
|
||||||||||
Interest
income
|
$
|
20,248
|
$
|
-
|
$
|
-
|
$
|
20,248
|
|||||
Interest
expense
|
10,937
|
-
|
-
|
10,937
|
|||||||||
Net
interest income
|
9,311
|
-
|
-
|
9,311
|
|||||||||
Provision
for loan losses
|
300
|
-
|
-
|
300
|
|||||||||
Net
interest income after provision for loan losses
|
9,011
|
-
|
-
|
9,011
|
|||||||||
Noninterest
income
|
1,911
|
2,013
|
(54
|
)
|
3,870
|
||||||||
Noninterest
expense
|
4,546
|
1,962
|
(54
|
)
|
6,454
|
||||||||
Income
before income taxes
|
6,376
|
51
|
-
|
6,427
|
|||||||||
Income
taxes
|
1,961
|
22
|
-
|
1,983
|
|||||||||
Net
income
|
$
|
4,415
|
$
|
29
|
$
|
-
|
$
|
4,444
|
|||||
Depreciation
and amortization
|
$
|
205
|
$
|
235
|
$
|
-
|
$
|
440
|
|||||
Goodwill
|
$
|
13,376
|
$
|
11,554
|
$
|
-
|
$
|
24,930
|
|||||
Total
assets
|
$
|
1,315,364
|
$
|
15,420
|
$
|
(687
|
)
|
$
|
1,330,097
|
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 March 31, 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
|
$
|
158,516
|
$
|
-
|
$
|
158,516
|
$
|
-
|
|||||
Equity
indexed CD options
|
4,734
|
-
|
-
|
4,734
|
|||||||||
Total
|
$
|
163,250
|
$
|
-
|
$
|
158,516
|
$
|
4,734
|
|||||
Liabilities:
|
|||||||||||||
Equity
indexed CD options
|
$
|
4,734
|
$
|
-
|
$
|
-
|
$
|
4,734
|
|||||
Total
|
$
|
4,734
|
$
|
-
|
$
|
-
|
$
|
4,734
|
Securities
available for sale are valued by a third party vendor. This vendor has informed
the Company that its evaluations are based on market data. The vendor utilizes
evaluated pricing models that vary by asset class and incorporate available
trade, bid and other market information and for structured securities, cash
flow
and, when available, loan performance data. Because many fixed income securities
do not trade on a daily basis, the evaluated pricing applications apply
available information as applicable through processes such as benchmark curves,
benchmarking of like securities, sector groupings and matrix pricing, to prepare
evaluations. In addition, model processes, such as the Option Adjusted Spread
model, is used to assess interest rate impact and develop prepayment scenarios.
The market inputs used for evaluations of securities include: benchmark yields,
reported trades, broker/dealer quotes, issuer’s spreads, two-sided markets,
benchmark securities, bids, offers and reference data. Market indicators and
industry and economic events are also monitored. The inputs used for determining
the fair value of securities available for sale are observable and therefore
considered to be a Level 2 determination.
The
valuations for the equity indexed CD options are obtained from a third party
vendor who determines the value of the options using a Black Scholes model
which
incorporates index value, growth and volatility. The index value is the most
significant input and is an observable market based input. The growth factor
is
the estimated value of the index over the remaining term and is an estimate
based on various assumptions, of which, some would be non-observable . The
volatility factor is based on past experience and projected expectations.
Historical volatility would be observable; however, expected volatility would
be
based on unobservable assumptions. The overall determination of the fair value
of the equity indexed CD options is considered to be a Level 3 determination
because some of the inputs are unobservable. The asset and liability related
to
the equity indexed CD’s net to zero.
9
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 March 31, 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
|
$
|
23,392
|
$
|
-
|
$
|
-
|
$
|
23,392
|
|||||
Total
|
$
|
23,392
|
$
|
-
|
$
|
-
|
$
|
23,392
|
Loans
consist of impaired held for investment loans. Impaired loans are valued by
management based on collateral values underlying the loans. Management uses
original 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.
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 revenue and expenses for the reporting 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, 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 loans. On a quarterly basis, management
determines 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.
10
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.
THREE
MONTHS ENDED MARCH 31, 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 months ended
March
31, 2008, are compared to the results for the same period in 2007, and the
consolidated financial condition of the Company at March 31, 2008, is compared
to the December 31, 2007, position.
Net
income for the three months ended March 31, 2008, was $1,374 compared to $4,444
for the three months ended March 31, 2007. Earnings per share were $0.08 and
$0.25, respectively, for the same time periods. The Company’s return on average
equity and return on average assets for the first three months of 2008 were
4.54
percent and 0.42 percent, respectively, and 15.86 percent and 1.38 percent,
respectively, for the first three months of 2007.
Net
income for the three months ended March 31, 2008, declined sharply when compared
to the previous year. The decline in net income is entirely attributable to
an
increase in the provision for loan losses. The provision for loan losses was
increased by $5 million when a large real estate developer ceased operations.
See the discussion under the heading “Provision for Loan Losses and Related
Allowance for Loan Losses” later in this report.
Year-to-date
noninterest income was slightly lower than in the first three months of 2007
as
an increase in revenue from the sale of residential mortgages into the secondary
market was more than offset by a decline in overdraft fees.
Year-to-date
noninterest expense was $215 higher than a year ago, primarily due to increases
in salaries, marketing and training expenses, and professional
fees.
While
West Bank’s income declined from the prior year, WB Capital’s net income
increased to $135 for the three months ended March 31, 2008, compared to $29
reported for the same period in 2007. The main reason for the improvement was
expense reductions. The Holding Company’s net loss increased due to higher
professional and director fees.
11
RESULTS
OF OPERATIONS
The
following table shows selected financial results and measures for the three
months ended March 31, 2008, compared with the same period in 2007.
Three
months ended March 31,
|
|||||||||||||
2008
|
|
2007
|
|
Change
|
|
Change-%
|
|
||||||
Net
income
|
$
|
1,374
|
$
|
4,444
|
$
|
(3,070
|
)
|
-69.1
|
%
|
||||
Average
assets
|
1,323,204
|
1,304,283
|
18,921
|
1.5
|
%
|
||||||||
Average
stockholders' equity
|
121,711
|
113,670
|
8,041
|
7.1
|
%
|
||||||||
Return
on assets
|
0.42
|
%
|
1.38
|
%
|
-0.96
|
%
|
|||||||
Return
on equity
|
4.54
|
%
|
15.86
|
%
|
-11.32
|
%
|
|||||||
Efficiency
ratio
|
47.10
|
%
|
47.53
|
%
|
-0.43
|
%
|
|||||||
Dividend
payout ratio
|
202.70
|
%
|
63.14
|
%
|
139.56
|
%
|
|||||||
Equity
to assets ratio
|
9.20
|
%
|
8.72
|
%
|
0.48
|
%
|
Definition
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.
12
Net
Interest Income
The
following table shows 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.
Data
for
the three months ended March 31:
Average
Balance
|
Interest
Income/Expense
|
Yield/Rate
|
||||||||||||||||||||||||||||||||
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
Change-%
|
2008
|
2007
|
Change
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||
Loans:
|
||||||||||||||||||||||||||||||||||
Commercial
|
$
|
360,277
|
$
|
337,851
|
$
|
22,426
|
6.64
|
%
|
$
|
5,873
|
$
|
6,640
|
$
|
(767
|
)
|
-11.55
|
%
|
6.56
|
%
|
7.97
|
%
|
-1.41
|
%
|
|||||||||||
Real
estate
|
626,266
|
574,846
|
51,420
|
8.95
|
%
|
10,378
|
10,273
|
105
|
1.02
|
%
|
6.66
|
%
|
7.25
|
%
|
-0.59
|
%
|
||||||||||||||||||
Consumer
and other
|
13,689
|
14,855
|
(1,166
|
)
|
-7.85
|
%
|
236
|
280
|
(44
|
)
|
-15.71
|
%
|
6.93
|
%
|
7.64
|
%
|
-0.71
|
%
|
||||||||||||||||
Total
Loans
|
1,000,232
|
927,552
|
72,680
|
7.84
|
%
|
16,487
|
17,193
|
(706
|
)
|
-4.11
|
%
|
6.63
|
%
|
7.52
|
%
|
-0.89
|
%
|
|||||||||||||||||
Investment
securities:
|
||||||||||||||||||||||||||||||||||
Taxable
|
119,628
|
170,281
|
(50,653
|
)
|
-29.75
|
%
|
1,477
|
1,981
|
(504
|
)
|
-25.44
|
%
|
4.94
|
%
|
4.65
|
%
|
0.29
|
%
|
||||||||||||||||
Tax-exempt
|
85,796
|
90,937
|
(5,141
|
)
|
-5.65
|
%
|
1,193
|
1,189
|
4
|
0.34
|
%
|
5.56
|
%
|
5.23
|
%
|
0.33
|
%
|
|||||||||||||||||
Total
investment securities
|
205,424
|
261,218
|
(55,794
|
)
|
-21.36
|
%
|
2,670
|
3,170
|
(500
|
)
|
-15.77
|
%
|
5.20
|
%
|
4.85
|
%
|
0.35
|
%
|
||||||||||||||||
Federal
funds sold and short-term investments
|
23,241
|
22,417
|
824
|
3.68
|
%
|
160
|
289
|
(129
|
)
|
-44.64
|
%
|
2.77
|
%
|
5.22
|
%
|
-2.45
|
%
|
|||||||||||||||||
Total
interest-earning assets
|
$
|
1,228,897
|
$
|
1,211,187
|
$
|
17,710
|
1.46
|
%
|
$
|
19,317
|
$
|
20,652
|
$
|
(1,335
|
)
|
-6.46
|
%
|
6.32
|
%
|
6.90
|
%
|
-0.58
|
%
|
|||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||
Deposits:
|
||||||||||||||||||||||||||||||||||
Checking
with interest, savings and money markets
|
$
|
327,263
|
$
|
289,054
|
$
|
38,209
|
13.22
|
%
|
$
|
1,783
|
$
|
2,040
|
$
|
(257
|
)
|
-12.60
|
%
|
2.19
|
%
|
2.86
|
%
|
-0.67
|
%
|
|||||||||||
Time
deposits
|
376,862
|
441,281
|
(64,419
|
)
|
-14.60
|
%
|
4,189
|
5,532
|
(1,343
|
)
|
-24.28
|
%
|
4.47
|
%
|
5.08
|
%
|
-0.61
|
%
|
||||||||||||||||
Total
deposits
|
704,125
|
730,335
|
(26,210
|
)
|
-3.59
|
%
|
5,972
|
7,572
|
(1,600
|
)
|
-21.13
|
%
|
3.41
|
%
|
4.20
|
%
|
-0.79
|
%
|
||||||||||||||||
Other
borrowed funds
|
306,382
|
267,561
|
38,821
|
14.51
|
%
|
3,015
|
3,365
|
(350
|
)
|
-10.40
|
%
|
3.96
|
%
|
5.10
|
%
|
-1.14
|
%
|
|||||||||||||||||
Total
interest-bearing liabilities
|
$
|
1,010,507
|
$
|
997,896
|
$
|
12,611
|
1.26
|
%
|
8,987
|
10,937
|
(1,950
|
)
|
-17.83
|
%
|
3.58
|
%
|
4.44
|
%
|
-0.86
|
%
|
||||||||||||||
Tax-equivalent
net interest income
|
|
|
$
|
10,330
|
$
|
9,715
|
$
|
615
|
|
6.33
|
%
|
|||||||||||||||||||||||
Net
interest spread
|
2.74
|
%
|
2.46
|
%
|
0.28
|
%
|
||||||||||||||||||||||||||||
Net
interest margin
|
3.38
|
%
|
3.24
|
%
|
0.14
|
%
|
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 first quarter of 2008 increased to 3.38 percent, which was 14 basis
points higher than the same quarter last year. The Company’s tax-equivalent net
interest income for the three months ended March 31, 2008, increased $615
compared to the three months ended March 31, 2007.
Taxable-equivalent
interest income and fees on loans declined $706 in the first quarter of 2008
compared to the same period in 2007, despite the $72.7 million growth in the
average balance of loans. The average yield on loans declined to 6.63 percent
for the first quarter of 2008, from 7.52 percent in the first quarter of 2007
as
a result of declining market interest rates which began to occur in September
2007 and continued through March 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.
The
average balance of investment securities was $55.8 million lower than last
year,
while the yield has increased 35 basis points. Bonds were called during the
first three months of 2008 due to the lower interest rate environment. The
yield
of the portfolio increased temporarily due to recognizing unamortized discounts
on the called bonds. There have been minimal purchases of investment securities
during the first quarter of 2008 as the proceeds of called bonds were used
to
pay down wholesale deposits and retained in federal funds sold.
13
The
average rate paid on deposits declined to 3.41 percent from 4.20 percent for
the
first quarter of last year. This reduction is primarily the result of a
significant decline in market interest rates on interest-bearing checking,
money
market savings, and certificates of deposits. The average balance of time
deposits declined in the first three months of 2008, as the Company has not
been
renewing maturing wholesale certificates of deposit as the cost of those
deposits has been higher than the cost of Federal Home Loan Bank (FHLB)
advances.
The
average rate paid on other borrowings fell 114 basis points compared to the
first quarter of 2007. The average balance of borrowings for the first quarter
of 2008 was $38.8 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 $16.2 million more than in the first
quarter of last year. The average rate paid on those additional borrowings
declined 168 basis points compared to the first quarter of 2007. Average
long-term borrowings increased $20.1 million, while the rates paid on those
additional borrowings declined 65 basis points compared to 2007.
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 months ended March 31, 2008 and 2007, as well as common ratios related
to
the allowance for loan losses.
Three
months ended March 31,
|
||||||||||
|
2008
|
|
2007
|
|
Change
|
|
||||
Balance
at beginning of period
|
$
|
8,935
|
$
|
8,494
|
$
|
441
|
||||
Charge-offs
|
(381
|
)
|
(155
|
)
|
(226
|
)
|
||||
Recoveries
|
106
|
104
|
2
|
|||||||
Net
charge-offs
|
(275
|
)
|
(51
|
)
|
(224
|
)
|
||||
Provision
charged to operations
|
5,600
|
300
|
5,300
|
|||||||
Balance
at end of period
|
$
|
14,260
|
$
|
8,743
|
$
|
5,517
|
||||
Average
loans outstanding
|
$
|
1,000,232
|
$
|
927,552
|
||||||
Ratio
of net charge-offs during the period to average loans
outstanding
|
0.03
|
%
|
0.01
|
%
|
||||||
Ratio
of allowance for loan losses to average loans outstanding
|
1.43
|
%
|
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 was increased significantly compared to a year ago.
$5
million of the increase was due to an announcement on April 25, 2008, that
Iowa’s largest homebuilder and developer laid off its entire staff and suspended
business. West Bank does not have any loans to the developer. However, West
Bank
does have approximately $22 million in loans to closely related entities and
individuals. 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. Approximately
$4
million of the loans are unsecured. The loans are not in default, and West
Bank
is working on arrangements to obtain further security. Nevertheless, 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. While West Bank
is
working to obtain collateral for these loans, until that happens, the fact
the
developer has ceased operations limits the owner’s ability to repay the $4
million in unsecured loans. In addition, it was determined that current
estimated collateral values are not sufficient to cover the full amount owed
on
the secured loans. An additional $1 million was added to the provision for
this
estimated shortfall.
14
Net
charge-offs during the first three months of 2008 were $224 higher than in
the
same period in 2007. The majority of the charge-offs were commercial loans,
including two loans that accounted for $283 of the first quarter 2008
charge-offs. The net charge-off ratio for the three months ended March 31,
2008,
was 0.03 percent compared to 0.01 percent for the three months ended March
31,
2007. Significant efforts continue to be made to maximize
recoveries.
The
allowance for loan losses represented 113.0 percent of non-accrual loans and
loans past due more than 90 days at March 31, 2008, compared to 152.0 percent
at
December 31, 2007. The ratio has declined due to the increase in both
non-accrual loans and loans past due 90 days and still accruing
interest.
The
adequacy of the allowance for loan losses is evaluated quarterly by management
and reviewed by the 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.
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, past assumptions, or knowledge about the loans. The
general economy is slowing. Based upon increasing numbers of foreclosures and
slower sales of one-to-four-family residences, it is generally agreed that
the
real estate market is in a slowdown. The Federal Reserve reduced the targeted
federal funds rate and the discount rate by 300 basis points between September
of 2007 and March of 2008, indicating its concern about the slowing economy.
It
is uncertain when this slowdown will turn around and what ripple effect it
could
have on other parts of the economy. The duration and magnitude of any near-term
economic difficulties are not now known. 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 examinations.
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 March 31,
|
|||||||||||||
Noninterest
income
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
Change-%
|
|
||
Service
charges on deposit accounts
|
$
|
1,046
|
$
|
1,128
|
$
|
(82
|
)
|
-7.3
|
%
|
||||
Trust
services
|
194
|
181
|
13
|
7.2
|
%
|
||||||||
Investment
advisory fees
|
1,938
|
1,959
|
(21
|
)
|
-1.1
|
%
|
|||||||
Increase
in cash value of bank-owned life insurance
|
192
|
216
|
(24
|
)
|
-11.1
|
%
|
|||||||
Net
realized gains from sales of securities
|
5
|
4
|
1
|
-25.0
|
%
|
||||||||
Other
income:
|
|||||||||||||
Debit
card usage fees
|
95
|
82
|
13
|
15.9
|
%
|
||||||||
Check
printing fees
|
33
|
36
|
(3
|
)
|
-8.3
|
%
|
|||||||
VISA/MasterCard
income
|
39
|
54
|
(15
|
)
|
-27.8
|
%
|
|||||||
Gain
on sale of residential mortgages
|
85
|
13
|
72
|
553.8
|
%
|
||||||||
All
other
|
209
|
197
|
12
|
6.1
|
%
|
||||||||
Total
other
|
461
|
382
|
79
|
20.7
|
%
|
||||||||
Total
noninterest income
|
$
|
3,836
|
$
|
3,870
|
$
|
(34
|
)
|
-0.9
|
%
|
15
Return
check charges have declined in the first quarter of 2008 compared to the same
quarter last year, as some customers have modified their check writing habits
resulting in fewer checks presented against non-sufficient funds.
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.
Increases
in the cash value of life insurance have declined from the prior year due to
lower market interest rates and the transfer of funds between insurance carriers
in connection with a 1035 exchange. During the transfer process, there are
periods of time where the cash value of the insurance policies is not
increasing.
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
that is expected to add to this revenue source. Meanwhile, check printing income
continued to decline as customers increase the use of all forms of electronic
payments, thus reducing the frequency of ordering checks. VISA/MasterCard income
declined as a result of lower transaction volumes in the first three months
of
2008 compared to the same time period in 2007.
The
volume of originations of residential mortgages sold into the secondary market
has increased significantly compared to 2007. An experienced staff member was
hired in May 2007, and is devoted to this line of business on a full-time basis.
Two additional loan originators have been hired in 2008, which should continue
to enhance the growth of this line of business. The average income per
residential loan sold increased approximately 14 basis points in the first
three
months of 2008 compared to the first three months of 2007.
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 March 31,
|
|||||||||||||
Noninterest
expense:
|
2008
|
|
|
2007
|
|
|
Change
|
|
|
Change-%
|
|
||
Salaries
and employee benefits
|
$
|
3,731
|
$
|
3,616
|
$
|
115
|
3.2
|
%
|
|||||
Occupancy
|
900
|
934
|
(34
|
)
|
-3.6
|
%
|
|||||||
Data
processing
|
492
|
467
|
25
|
5.4
|
%
|
||||||||
Other
expenses:
|
|||||||||||||
Insurance
|
63
|
73
|
(10
|
)
|
-13.7
|
%
|
|||||||
Training
|
55
|
25
|
30
|
120.0
|
%
|
||||||||
Marketing
|
187
|
104
|
83
|
79.8
|
%
|
||||||||
Professional
fees
|
244
|
205
|
39
|
19.0
|
%
|
||||||||
Director
fees
|
66
|
43
|
23
|
53.5
|
%
|
||||||||
Other
real estate owned expense
|
(14
|
)
|
19
|
(33
|
)
|
-173.7
|
%
|
||||||
Intangible
amortization
|
177
|
214
|
(37
|
)
|
-17.3
|
%
|
|||||||
All
other
|
768
|
754
|
14
|
1.9
|
%
|
||||||||
Total
other
|
1,546
|
1,437
|
109
|
7.6
|
%
|
||||||||
Total
noninterest expense
|
$
|
6,669
|
$
|
6,454
|
$
|
215
|
3.3
|
%
|
The
increase in salaries and benefits resulted from personnel additions and annual
merit increases.
Occupancy
expenses declined in the three months ended March 31, 2008, due to closing
one
lower traffic office in the Des Moines metropolitan area in the second quarter
of 2007 and lower equipment depreciation. 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 with rental payments scheduled
to
begin in April 2008. A site for a new office in the Des Moines metropolitan
area
has been identified and a lease is under negotiation.
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.
16
Professional
fees increased as external audit and tax compliance related fees continue to
rise and legal fees associated with corporate governance and loan portfolio
issues also rose. Director fees increased in 2008 as the result of an April
2007
increase in quarterly retainer and meeting fees.
The
sale
of one other real estate owned property in the first three months of 2008
resulted in a gain, which offset the operating expenses of other properties
currently held by West Bank.
Noninterest
expense for the last nine months of 2008 is expected to increase approximately
$350 as a result of the re-establishment of the FDIC assessment. In 2007, a
one-time assessment credit was allocated to all eligible financial institutions.
West Bank’s credit was almost fully utilized by March 31, 2008.
Income
Tax Expense
The
Company incurred income tax expense of $69 for the three months ended March
31,
2008, compared with $1,983 for the three months ended March 31, 2007. The
effective income tax rate as a percent of income before taxes for the three
months ended March 31, 2008 and 2007, was 4.8 percent and 30.9 percent,
respectively. The reduction in the effective rate is 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. In the second half of 2007, West Bank
invested in a qualified community development entity, which qualified West
Bank
for a Federal new market tax credit. The credit totaling $2,730 reduces income
tax expense over a seven-year period.
FINANCIAL
CONDITION
Total
assets approximated $1.33 billion as of March 31, 2008 and December 31, 2007.
Certain components of total assets have changed significantly and are described
in the following paragraphs.
Investment
Securities
Investment
securities available for sale declined approximately $73 million from December
31, 2007 to $158.5 million at March 31, 2008. The decline was primarily the
result of bonds being called due to the lower interest rate
environment.
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 March 31, 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 March 31,
2008.
Loans
and
Non-performing Assets
Loans
outstanding increased approximately $22 million from December 31, 2007, to
March
31, 2008. The increase was primarily attributable to growth in commercial real
estate ($16.6 million) and one-to-four-family real estate construction loans
($14.0 million). Offsetting these increases was a decline of approximately
$8.0
million in commercial loans. West Bank has new loans in process that should
result in similar loan growth in the second quarter of 2008.
17
The
following table sets forth the amount of non-performing loans and assets carried
by the Company and common ratio measurements of those items.
|
March
31,
2008
|
|
December
31, 2007
|
|
Change
|
|
||||
Non-accrual
loans
|
$
|
11,820
|
$
|
5,469
|
$
|
6,351
|
||||
Loans
past due 90 days and still accruing interest
|
796
|
408
|
388
|
|||||||
Total
non-performing loans
|
12,616
|
5,877
|
6,739
|
|||||||
Other
real estate owned
|
780
|
155
|
625
|
|||||||
Total
non-performing assets
|
$
|
13,396
|
$
|
6,032
|
$
|
7,364
|
||||
Non-performing
loans to total loans
|
1.25
|
%
|
0.60
|
%
|
0.65
|
%
|
||||
Non-performing
assets to total loans
|
1.33
|
%
|
0.61
|
%
|
0.72
|
%
|
||||
Non-performing
assets to total assets
|
1.00
|
%
|
0.45
|
%
|
0.55
|
%
|
Total
non-performing assets have increased 122 percent since the end of 2007. The
non-accrual category increased by $6,351 during the first quarter. Virtually
all
of the increase relates to loans to entities controlled by owners of the
developer that ceased operation on April 25, 2008, that was discussed earlier
in
this report. Other real estate owned increased by $625 as the result of the
foreclosure on a townhouse construction project. The project is approximately
80
percent complete and at this time management does not believe a loss will be
incurred. Loans past due 90 days and still accruing interest increased by $388
to $796. Most of this increase was in the construction loan category and
management believes the loans are sufficiently collateralized to receive all
principal and interest.
Reference
is also made to the information and discussion earlier in this report under
the
heading “Provision for Loan Losses and the Related Allowance for Loan Losses”
and footnote number 4.
Deposits
Total
deposits were approximately $884 million as of March 31, 2008, a decline of
3.0
percent compared to December 31, 2007, balances. The reduction in deposits
was
attributable to the maturity of wholesale deposits as the cost of those deposits
was higher than the cost of FHLB advances. In order to boost and retain core
deposits, the Company began an extensive sales campaign on April 7, 2008, for
a
new product called “Reward Me Checking.” The new product pays a certificate of
deposit-like interest 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 acquired a 20 percent ownership interest
in SmartyPig, LLC in 2007.
Borrowings
The
balance of federal funds purchased and securities sold under agreement to
repurchase was $141.7 million at March 31, 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 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 $49.8 million compared to December 31, 2007. The increase consisted
of
a $25 million, 10-year advance with an interest rate of 2.70 percent that is
callable after three years, and a $25 million, 5-year advance with an interest
rate of 1.91 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.
18
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 $95,851 as of March 31, 2008,
compared with $49,943 as of December 31, 2007. West Bank had additional
borrowing capacity available from the FHLB of approximately $18.0 million at
March 31, 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 was not utilizing any of those lines
of credit at March 31, 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 March 31, 2008.
The
Company’s total stockholders’ equity declined to $119.3 million at March 31,
2008, from $121.6 million at December 31, 2007. Total equity declined as
dividend payments exceeded earnings in the first three months of 2008. Total
shareholders' equity was 9.00 and 9.08 percent of total assets as of March
31,
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 March 31, 2008.
Regulatory
|
|||||||||||||
requirements
to be:
|
Actual
Regulatory
|
||||||||||||
Adequately
|
Well-
|
Capital
Ratios as of:
|
|||||||||||
Capitalized
|
Capitalized
|
March 31, 2008
|
December 31, 2007
|
||||||||||
Total
risk-based capital as % of risk-weighted assets:
|
|||||||||||||
Consolidated
|
8.0
|
%
|
n/a
|
11.3
|
%
|
11.1
|
%
|
||||||
West
Bank
|
8.0
|
%
|
10.0
|
%
|
11.0
|
%
|
10.8
|
%
|
|||||
Tier
1 capital as % of risk-weighted assets:
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
10.1
|
%
|
10.3
|
%
|
||||||
West
Bank
|
4.0
|
%
|
6.0
|
%
|
8.9
|
%
|
9.1
|
%
|
|||||
Tier
1 capital as % average assets
|
|||||||||||||
Consolidated
|
4.0
|
%
|
n/a
|
8.7
|
%
|
8.9
|
%
|
||||||
West
Bank
|
4.0
|
%
|
5.0
|
%
|
7.7
|
%
|
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 three months ended March 31, 2008, 58,300 shares of its common stock were
repurchased at an average price of $13.53 per share under the previous
authorization.
19
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 three months of 2008 changed when 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 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.
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.
20
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
The
following table provides information regarding the Company’s purchases of its
common shares during the fiscal quarter ended March 31, 2008:
Quarter
ended
March 31, 2008
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share (1)
|
|
Total
Number of Shares
Purchased as
Part of Publicly
Announced
Plan
|
|
Maximum
Dollar Amount of
Shares that May
Yet be Purchased
Under the Plan (2)
|
|
||||
January 1
through January 31, 2008
|
58,300
|
$
|
13.53
|
58,300
|
$
|
3,237
|
|||||||
February
1 through February 29, 2008
|
-
|
-
|
-
|
3,237
|
|||||||||
March
1 through March 31, 2008
|
-
|
-
|
-
|
3,237
|
|||||||||
Total
|
58,300
|
$
|
13.53
|
58,300
|
$
|
3,237
|
(1)
|
All
shares were purchased via open market
transactions.
|
(2)
|
The
stock buy-back plan was approved by the Board of Directors on April
18,
2007. The Company was authorized to purchase up to $5 million of
common
stock within a 12-month period ending April 17,
2008.
|
On
April
16, 2008, the Board of Directors authorized an additional buy-back of Company
stock over a 12-month period in an amount of up to $5 million.
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
|
Amendment
to Bylaws of the Company(10)
|
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)
|
21
10.8
|
Addendum
to Lease for Main Bank Facility(1)
|
10.9
|
Data
Processing Contract(1)
|
10.10
|
Employment
Contract for certain Executive Officers(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
|
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
|
(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.
|
(8)
|
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.
|
(10)
|
Incorporated
herein by reference to the related exhibit filed with the Form 8-K
on
November 13, 2007.
|
22
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)
|
||||
May
8, 2008
|
By:
|
/s/
Thomas E. Stanberry
|
||
Date
|
Thomas
E. Stanberry
|
|||
Chairman,
President and Chief Executive Officer
|
||||
May
8, 2008
|
By:
|
/s/
Douglas R. Gulling
|
||
Date
|
Douglas
R. Gulling
|
|||
Executive
Vice President and Chief Financial Officer
|
||||
(Principal
Accounting Officer)
|
23
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
|
|
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
|