UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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| (Mark One) |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 |
| | For the fiscal year ended December 31, 20132016 |
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| 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
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| WEST BANCORPORATION, INC. |
| (Exact name of registrant as specified in its charter) |
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| IOWA | 42-1230603 |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
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1601 22nd STREET, WEST DES MOINES, IOWA | 50266 |
| (Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code: (515) 222-2300
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Class | | Name of Each Exchange on Which Registered |
| Common Stock, No Par Value | | The NASDAQNasdaq Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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.
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| 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 Act). Yes o No x
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2013,2016, was approximately $183,532,991.$291,567,735.
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the most recent practicable date, March 4, 2014.February 27, 2017.
15,976,20416,137,999 shares Common Stock,of common stock, no par value
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement of West Bancorporation, Inc., which was filed on March 6, 2014,1, 2017, is incorporated by reference into Part III hereof to the extent indicated in such Part.
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| FORM 10-K |
| TABLE OF CONTENTS |
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| PART I |
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| ITEM 1. | | |
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| ITEM 1A. | | |
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| ITEM 1B. | | |
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| ITEM 2. | | |
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| ITEM 3. | | |
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| ITEM 4. | MINE SAFETY DISCLOSURES | |
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| PART II |
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| ITEM 5. | | |
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| ITEM 6. | | |
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| ITEM 7. | | |
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| ITEM 7A. | | |
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| ITEM 8. | | |
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| ITEM 9. | | |
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| ITEM 9A. | | |
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| ITEM 9B. | | |
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| PART III |
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| ITEM 10. | | |
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| ITEM 11. | | |
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| ITEM 12. | | |
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| ITEM 13. | | |
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| ITEM 14. | | |
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| PART IV |
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| ITEM 16. | | |
(PAGE INTENTIONALLY LEFT BLANK)
"SAFE HARBOR" CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to ourthe Company's business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended (the Exchange Act). Forward-looking statements may appear throughout this report. These forward-looking statements are generally identified by the words “believes,” “expects,” “intends,” “anticipates,” “projects,” “future,” “may,” “should,” “will,” “strategy,” “plan,” “opportunity,” “will be,” “will likely result,” “will continue,”continue” or similar references, or references to estimates, predictions or future events. Such forward-looking statements are based upon certain underlying assumptions, risks and uncertainties. Because of the possibility that the underlying assumptions are incorrect or do not materialize as expected in the future, 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 nonbank competitors; changes in local, national and nationalinternational economic conditions; changes in regulatory requirements, limitations and costs; changes in customers' acceptance of the Company's products and services; cyber-attacks; unexpected outcomes of existing or new litigation involving the Company; and any other risks described in the “Risk Factors” sections of this and other reports madefiled by the Company.Company with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update such forward-looking statements to reflect current or future events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
PART I
ITEM 1. BUSINESS
General Development of Business
West Bancorporation, Inc. (the Company or West Bancorporation) is an Iowa corporation and a bankfinancial holding company registered under the Bank Holding Company Act of 1956, as amended (BHCA). The Company was formed in 1984 to own West Des Moines State Bank, an Iowa charteredIowa-chartered bank headquartered in West Des Moines, Iowa. West Des Moines State Bank is now known as West Bank. West Bank is a business-focused community bank that was organized in 1893. The Company's primary activity during 20132016 was the ownership of West Bank. The Company's and West Bank's only business is banking, and therefore, no segment information is presented.presented in this report.
During the third quarter of 2016, the Company elected to become a financial holding company. The election provides the Company with additional flexibility to engage in a broader range of financial activities through affiliates than are permissible for bank holding companies that are not financial holding companies. While the Company does not currently have a plan to engage in any new activities, the election affords the ability to respond more quickly to market developments and opportunities.
The Company operates in three markets: central Iowa, which is generally the greater Des Moines metropolitan area; eastern Iowa, which is the area including and surrounding Iowa City and Coralville, Iowa; and the Rochester, Minnesota, area.
The Company's vision is to achieve and sustain a position of industry envy and admiration. Our financial performance goal is to be in the top quartile of our benchmarking peer group, which in 2016 consisted of 16 of our peers at the beginning of 2013, but two companies were acquired in the fourth quarter of 2013 which left 14 companies remaining at the end of 2013.Midwestern, publicly traded financial institutions. The fiscal year ended December 31, 2013 was a good year2016 produced strong results for the Company and West Bank as measured by the following four key metrics:
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| l | Return on average assets: | 1.171.27 | % |
| l | Return on average equity: | 13.2214.35 | % |
| l | Efficiency ratio: | 52.5546.03 | % |
| l | Texas ratio: | 7.690.56 | % |
Based on peer group analysis using the nine months ended September 30, 20132016 data, Companywhich is the latest available data, the Company's results throughand ratios for the third quarterfiscal year 2016 were in the top quartilebetter than those of each member of our defined peer group.group for each of the measures shown above, except for two peers that had a higher return on average assets. We currently believe our fiscal year 20132016 results will remain in the top quartile once comparable peer results are available.
For
During 2016, the second yearCompany received a number of financial performance recognitions, including the following:
West Bancorporation, Inc. received national recognition from investment bank and research firm Raymond James in a row, our Company was named a "Sm-All Star" by the investment banking firm Sandler O’Neill + Partners (SOP). According to financial criteria defined by SOP, we are onefourth annual Raymond James Community Bankers Cup. They identified America’s top 30 performing community banks with assets between $500 million and $10 billion. Raymond James ranked West Bancorporation, Inc. among the top 5 in the nation for 2015. The Raymond James Community Bankers Cup recognizes the top 10 percent of the top 31 small cap,300 exchanged-traded community banks based on various profitability, operational efficiency, and balance sheet metrics. This is the third consecutive year we have made this list.
S&P Global Market Intelligence ranked West Bancorporation as the 33rd best-performing community bank in 2015 with assets between $1 billion and $10 billion. The rankings were based on various measures related to profitability, growth and asset quality.
West Bancorporation was ranked number 9 among the 166 publicly traded bank holding companies in the United States. For purposes of this analysis, small cap companies are those with a market value between $25 million and $2.5 billion. The Company also received recognition from Bank Director magazine and was ranked 24th out of 187 bank holding companiesbanks with assets between $1 billion and $5 billion in Bank Director Magazine's 2016 Bank Performance Scorecard. The rankings were based on five measures related to profitability, capitalization and asset qualityquality. This is the fourth consecutive year we have made this list.
The Independent Community Bankers Association named West Bank to its annual listing of the most outstanding community bank performers across the nation. The Independent Community Bankers Association identified the top-performing community banks in its 2016 listing using year-end FDIC call report earnings data for 2015. In those rankings, the top 25 community banks with the best return on average assets (ROA) and capitalization.return on average equity (ROE) ratios were identified. West Bank was ranked 22nd among Subchapter C corporation community banks with assets of more than $1 billion.
American Banker Magazine, the publication of the American Bankers Association, rated community banks by ROE in an article entitled "Which Small Bank has the Biggest ROE." West Bank came in at number 13 in America out of the 684 institutions that qualified for consideration. All public financial institutions across America with assets of less than $2 billion were eligible for the distinction. The most heavily weighted financial performance criterion was the 3-year ROE.
The Company continued to grow in 20132016, as loans outstanding at the end of 20132016 totaled $992 million$1.40 billion compared to $927 million$1.25 billion at the end of 2012,2015, an increase of 6.912.3 percent. Total deposits grew 2.67.3 percent during 2013 compared to2016 from the balances as of December 31, 2012. The2015. We believe the pipeline for new business is stronggood as we continue to focus efforts on sales through strengthening existing relationships and developing new relationships.
InThe Company's Rochester, Minnesota, office, which opened in March 2013, again experienced strong growth in 2016. After almost four years of operations, this location had approximately $112 million of loans outstanding as of December 31, 2016. It is expected that this office will continue to have a strong growth rate in 2017, as the Company opened a loan production office moved into its new permanent building in Rochester Minnesota with three experienced and well-connected bankers. In June 2013, the Company received the approval of the Iowa Division of Banking and the Federal Deposit Insurance Company (the FDIC) to operate the Rochesterin November 2016. The prior leased office as a branch office. We also established a community board made up of prominent members of the community to advocate on behalf of West Bank.space was vacated. The Company believes that Southeasternsoutheastern Minnesota is a desirable market and an economic bedrock due to the strength and projected growth of the Mayo Clinic. After three full quarters of operations, this location had approximately $11.6 million of loans outstanding as of December 31, 2013. ItClinic, which is expected that this new office will continue to have a strong growth rateheadquartered in 2014. In January 2014, the Company purchased land in Rochester, Minnesota. Subject to regulatory approval, the Company anticipates building a permanent office in 2015 on this land.Rochester.
In June 2013, the Company acquired land in Coralville, Iowa for construction of a new office building, which will serve as our eastern Iowa headquarters. The purchase and construction, which began in late 2013, signifies our belief in the strength of that market. Also occurring during 2013 was the completion of a leased office in West Des Moines, Iowa, which replaced an older facility.
One of the keys to our 2016 operating success in 2013 was an improvement in net interest income despite the pressure on our net interest margin due to historically low interest rates. This is a challenge the Company will continue to face in 2014. Our net interest margin increased by 6 basis points to 3.48 percent for the year ended December 31, 2013, as a result of an increase in the average volume of interest-earning assets and reductions in interest rates on deposits and borrowings.
assets. Also contributing to our higher 20132016 earnings was the continued improvement in credit quality.low level of nonperforming assets. As of December 31, 20132016, total nonperforming assets declined to $10.6$1.0 million, or 0.730.06 percent of total assets, compared to $16.9$1.5 million, or 1.170.08 percent of total assets, as of December 31, 20122015. The Company believes that an appropriate level of resources is devoted to collection and disposal of these assets.
In June 2013, the Company entered into an agreement to repurchase 1,440,592 shares of its common stock from its largest stockholder, American Equity Investment Life Holding Company and American Equity Life Insurance Company. The shares represented 8.27 percent of the total outstanding common shares of the Company as of that date. The repurchased shares were canceled, thus reducing the Company's total issued and outstanding common shares. The purchase was financed with a $16.0 million loan.
The Company declared and paid common stock dividends totaling $0.42$0.67 per share in 20132016 and declared an $0.11a $0.17 quarterly dividend on January 25, 2017, payable on February 22, 2014.2017 to stockholders of record on February 8, 2017. The Company expects to continue paying regular quarterly dividends in the future. TheIn the opinion of management, the capital position of the Company was strong at December 31, 20132016. The Company's tangible common equity ratio at December 31, 20132016, was 8.578.92 percent.
Description of the Company's Business
West Bank provides full-service community banking and trust services to customers located primarily in the Des Moines and Iowa City, Iowa, and the Rochester, Minnesota, metropolitan areas. West Bank has eight offices in the Des Moines area, two officesone office in Iowa City, one office in Coralville and one office in Rochester, Minnesota.Rochester. West Bank offers allmany basic types of credit to its customers, including commercial, real estate and consumer loans. West Bank offers trust services, typically found in a commercial bank with trust powers, including the administration of estates, conservatorships, personal trusts and agency accounts. West Bank also originates residential mortgages that are primarily sold in the secondary market. In addition,
West Bank offers a full range of deposit services, including checking, savings, money market accounts and time certificates of deposit. West Bank also offers internet, mobile banking and treasury management services, which help to meet the banking needs of its customers and communities. Treasury management services offered to business customers include cash management, client-generated automated clearing house transactions, remote deposit and fraud protection services. Also offered are merchant credit card processing and corporate credit cards.
West Bank's business strategy emphasizes strong business and personal relationships between West Bank and its customers and the delivery of products and services that meet the individualized needs of those customers. West Bank's commitment extends to building strong communities. West Bank also emphasizes strong cost controls, while striving to achieve an above average return on equity and return on assets. To accomplish these goals, West Bank focuses on smallsmall- to medium-sized businesses in theits local markets that traditionally wish to develop an exclusive relationship with a single bank. West Bank has the size to giveprovide the personal attention required by local business owners and the financial expertise and entrepreneurial attitude to help businesses meet their financial service needs.
TableThe economies in our market areas are fairly diversified. The Des Moines, Iowa, metropolitan area has a population of Contentsapproximately 620,000 and an unemployment rate of 2.9 percent. The major sources of employment in this area include financial services companies, healthcare providers and agribusiness industries along with local school districts and federal, state and local governments. Major employers include Wells Fargo & Co., Mercy Medical Center, Unity Point Health, Hy-Vee Inc., The Principal Financial Group and the State of Iowa. The Iowa City, Iowa, metropolitan area has a population of approximately 95,000 and an unemployment rate of 2.1 percent. The major sources of employment in this area include educational institutions, healthcare providers, and local schools and government. Major employers include the University of Iowa and University of Iowa Hospitals and Clinics. The Rochester, Minnesota, metropolitan area has a population of approximately 110,000 and an unemployment rate of 2.6 percent. The major sources of employment in this area include healthcare, technology and agribusiness industries, and local schools and government. Major employers include the Mayo Clinic and IBM.
The market areas served by West Bank are highly competitive with respect to both loans and deposits. West Bank competes with other commercial banks, many of whomwhich are subsidiaries of other bank holding companies, savings and loan associations, credit unions, mortgage companies and other financial service providers. According to the FDIC'sFederal Deposit Insurance Corporation's (FDIC) Summary of Deposits, as of June 30, 2013,2016, there were 37 other35 banks and savings and loan associations operating within Polk County, Iowa, where seven of West Bank's offices are located. As of the same date, West Bank ranked fourth based on total deposits of all banking offices in Polk County. As of June 30, 2013,2016, there were 18 other banks and savings and loan associations within Johnson County, Iowa, which includes Iowa City and Coralville. ThreeTwo West Bank offices arewere located in Johnson County.County as of June 30, 2016. As of the same date, West Bank ranked fourth based on total deposits of all banking offices in Johnson County. West Bank also has one office located in Dallas County.County, Iowa. For the entire state of Iowa, West Bank ranked eighthseventh in terms of deposit size as of June 30, 2013.2016. As previously mentioned, West Bank also has one office located in Rochester, Minnesota.
Some of West Bank's competitors are locally controlled, while others are regional, national or international companies. The larger national or regional banks have certain competitive advantages due to their ability to undertake substantial advertising campaigns and allocate their investment assets to out-of-market geographic regions with potentially higher returns. Such banks also offer certain services, for example, international and conduit financing transactions, which are not offered directly by West Bank. These larger banking organizations also have much higher legal lending limits than West Bank, and therefore, may be better able to service large regional, national and global commercial customers.
In order to compete to the fullest extent possible with the other financial institutions in its primary market areas, West Bank uses the flexibility and knowledge of its local management, Board of Directors and community advisors. West Bank has a group of community advisors in each of its markets who provide insight to management on current business activity levels and trends. West Bank seeks to capitalize on customers'customers who desire to do business with a local institution. This includes emphasizing specialized services, local promotional activities, and personal contacts by West Bank's officers, directors and employees. In particular, West Bank competes for loans primarily by offering competitive interest rates, experienced lending personnel with local decision-making authority, flexible loan arrangements, quality products and services, and proactive relationship management. West Bank competes for deposits principally by offering depositors a variety of deposit programs, convenient office locations and hours, and other personalized services. West Bank competes for loans primarily by offering competitive interest rates, experienced lending personnel with local decision-making authority, flexible loan arrangements, and quality products and services.
West Bank also competes with the general financial markets for funds. Yields on corporate and government debt securities and commercial paper affect West Bank's ability to attract and hold deposits. West Bank also competes for funds with money market accounts and similar investment vehicles offered by brokerage firms, mutual fund companies, internet banks and others. The competition for these funds is based almost exclusively on yields to customers.
The Company and West Bank had approximately 187165 full-time equivalent employees as of December 31, 20132016.
The Company and West Bank are subject to extensive federal and state regulation and supervision. Regulation and supervision of financial institutions is intended primarily to protect customers and the FDIC deposit insurance fund rather than stockholders of the Company. The laws and regulations affecting banks and bank holding companies change regularly. Any future change in applicable laws, regulations, or regulatory policies may have material effects on the business, operations, and prospects of the Company, which cannot now be fully anticipated. A summary of the regulatory and supervisory environment in which the Company and West Bank operate are included below.
Supervision and Regulation
General
FinancialFDIC-insured institutions, their holding companies and their affiliates are extensively regulated under federal and state law. As a result, our growth and earnings performance may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory agencies, including the Iowa SuperintendentDivision of Banking, (the Iowa Superintendent), the Board of Governors of the Federal Reserve System (the Federal(Federal Reserve), the FDIC and the Consumer Financial Protection Bureau (the CFPB)(CFPB). Furthermore, taxation laws administered by the Internal Revenue Service and state taxing authorities, accounting rules developed by the Financial Accounting Standards Board, (the FASB) and securities laws administered by the Securities and Exchange Commission (the SEC)(SEC) and state securities authorities, and anti-money laundering laws enforced by the U.S. Department of the Treasury (Treasury) have an impact on our business. The effect of these statutes, regulations, regulatory policies and accounting rules are significant to our operations and results, and the nature and extent of future legislative, regulatory or other changes affecting financial institutions are impossible to predict with any certainty.results.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of financialFDIC-insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than shareholders.stockholders. These federal and state laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of business,our business; the kinds and amounts of investments bankswe may make,make; reserve requirements,requirements; required capital levels relative to operations,our assets; the nature and amount of collateral for loans,loans; the establishment of branches, thebranches; our ability to merge, consolidate and acquire,acquire; dealings with our insiders and affiliates,affiliates; and theour payment of dividends. Moreover, turmoil inIn the credit markets in recentlast several years, promptedwe have experienced heightened regulatory requirements and scrutiny following the enactment of unprecedented legislation that has allowed the U.S. Departmentglobal financial crisis and as a result of the Treasury (the Treasury)Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to make equity capital availablecommunity banks over time, and the reforms have caused our compliance and risk management processes, and the costs thereof, to qualifying financial institutionsincrease. While it is anticipated that the new administration will not increase the regulatory burden on community banks and may reduce some of the burdens associated with implementation of the Dodd-Frank Act, the true impact of the new administration is impossible to help restore confidence and stability in the U.S. financial markets, which imposes additional requirements on institutions in which the Treasury has an investment.predict with any certainty at this time.
This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which results in examination reports and ratings that are not publicly available and that can impact the conduct and growth of their business. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity and various other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable laws or are otherwise inconsistent with the laws and regulations or with the supervisory policies of these agencies.
The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and West Bank.Bank, beginning with a discussion of the continuing regulatory emphasis on our capital levels. It does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.
Financial Regulatory Reform
On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) into law. The Dodd-Frank Act represents a sweeping reform of the U.S. supervisory and regulatory framework applicable to financial institutions and capital markets in the wake of the global financial crisis, certain aspects of which are described below in more detail. In particular, and among other things, the Dodd-Frank Act (i) created a Financial Stability Oversight Council as part of a regulatory structure for identifying emerging systemic risks and improving interagency cooperation; (ii) created the CFPB, which is authorized to regulate providers of consumer credit, savings, payment and other consumer financial products and services; (iii) narrowed the scope of federal preemption of state consumer laws enjoyed by national banks and federal savings associations and expanded the authority of state attorneys general to bring actions to enforce federal consumer protection legislation; (iv) imposed more stringent capital requirements on bank holding companies and subjected certain activities, including interstate mergers and acquisitions, to heightened capital conditions; (v) with respect to mortgage lending, (a) significantly expanded requirements applicable to loans secured by 1-4 family residential real property; (b) imposed strict rules on mortgage servicing; and (c) required the originator of a securitized loan, or the sponsor of a securitization, to retain at least 5 percent of the credit risk of securitized exposures unless the underlying exposures are qualified residential mortgages or meet certain underwriting standards; (vi) repealed the prohibition on the payment of interest on business checking accounts; (vii) restricted the interchange fees payable on debit card transactions for issuers with $10 billion in assets or greater; (viii) in the so-called “Volcker Rule,” subject to numerous exceptions, prohibited depository institutions and affiliates from certain investments in, and sponsorship of, hedge funds and private equity funds and from engaging in proprietary trading; (ix) provided for enhanced regulation of advisers to private funds and of the derivatives markets; (x) enhanced oversight of credit rating agencies; and (xi) prohibited banking agency requirements tied to credit ratings. These statutory changes shifted the regulatory framework for financial institutions, impacted the way in which they do business and have the potential to constrain revenues.
Numerous provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal regulatory agencies. Many of the required regulations have been issued and others have been released for public comment, but there remain a number that have yet to be released in any form. Furthermore, while the reforms primarily target systemically important financial service providers, their influence is expected to filter down in varying degrees to smaller institutions over time. Our management will continue to evaluate the effect of the Dodd-Frank Act changes; however, in many respects, the ultimate impact of the Dodd-Frank Act will not be fully known for years, and no current assurance may be given that the Dodd-Frank Act, or any other new legislative changes, will not have a negative impact on the results of operations and financial condition of the Company and West Bank.
The Increasing Regulatory Emphasis on Capital
Regulatory capital represents the net assets of a financial institutionbanking organization available to absorb losses. Because of the risks attendant to their business, depositoryFDIC-insured institutions are generally required to hold more capital than other businesses, which directly affects our earnings capabilities. While capital has historically been one of the key measures of the financial health of both bank holding companies and banks, its role is becomingbecame fundamentally more important in the wake of the global financial crisis, as the banking regulators recognized that the amount and quality of capital held by some banks prior to the crisis was insufficient to absorb losses during periods of severe stress. Certain provisions of the Dodd-Frank Act and Basel III, discussed below, establish strengthened capital standards for banks and bank holding companies, require more capital to be held in the form of common stock and disallow certain funds from being included in capital determinations. Once fully implemented, theseThese standards will represent regulatory capital requirements that are meaningfully more stringent than those in place currently and historically.previously.
The Company and West BankMinimum Required Capital Levels. Banks have been required to hold minimum levels of capital based on guidelines established by the bank regulatory agencies since 1983. The minimums have been expressed in terms of ratios of capital divided by total assets. As discussed below, bank capital measures have become more sophisticated over the years and have focused more on the quality of capital and the risk of assets. Bank holding companies have historically had to comply with less stringent capital standards than their bank subsidiaries and werehave been able to raise capital with hybrid instruments such as trust preferred securities. The Dodd-Frank Act mandated the Federal Reserve to establish minimum capital levels for bank holding companies on a consolidated basis that are as stringent as those required for insured depository institutions. As a consequence, the components of holding company permanent capital known as Tier 1 Capital are being restricted to capital instruments that are considered to be Tier 1 Capital for insured depositoryFDIC-insured institutions. A result of this change is that the proceeds of hybrid instruments, such as trust preferred securities, are being excluded from Tier 1 Capital unlessover a phase-out period. However, if such securities were issued prior to May 19, 2010 by bank holding companies with less than $15 billion of assets, they may be retained, subject to certain restrictions. Because we have assets of less than $15 billion, we are able to maintain our trust preferred proceeds subject to certain restrictions, as Tier 1 Capital, but willwe have to comply with new capital mandates in other respects and will not be able to raise Tier 1 Capital in the future through the issuance of trust preferred securities.
Under current federal regulations, West Bank isThe Basel International Capital Accords. The risk-based capital guidelines for U.S. banks since 1989 are based upon the 1988 capital accord known as “Basel I” adopted by the international Basel Committee on Banking Supervision, a committee of central banks and bank supervisors that acts as the primary global standard setter for prudential regulation, as implemented by the U.S. bank regulatory agencies on an interagency basis. The accord recognized that bank assets for the purpose of the capital ratio calculations needed to be risk weighted (the theory being that riskier assets should require more capital) and that off-balance sheet exposures needed to be factored in the calculations. Basel I had a very simple formula for assigning risk weights to bank assets from 0 percent to 100 percent based on four categories. In 2008, the banking agencies collaboratively began to phase in capital standards based on a second capital accord, referred to as “Basel II,” for large or “core” international banks (generally defined for U.S. purposes as having total assets of $250 billion or more, or consolidated foreign exposures of $10 billion or more) known as “advanced approaches” banks. The primary focus of Basel II was on the calculation of risk weights based on complex models developed by each advanced approaches bank. As most banks were not subject to Basel II, the followingU.S. bank regulators worked to improve the risk sensitivity of Basel I standards without imposing the complexities of Basel II. This “standardized approach” increased the number of risk weight categories and recognized risks well above the original 100 percent risk weighting. It is institutionalized by the Dodd-Frank Act for all banking organizations, even for the advanced approaches banks, as a floor.
On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the world, known as Basel III, to address deficiencies recognized in connection with the global financial crisis.
The Basel III Rule. In July of 2013, the U.S. federal banking agencies approved the implementation of the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules effecting certain changes required by the Dodd-Frank Act (the Basel III Rule). In contrast to capital requirements historically, which were in the form of guidelines, Basel III was released in the form of regulations by each of the regulatory agencies. The Basel III Rule is applicable to all banking organizations that are subject to minimum capital standards:requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally bank holding companies with consolidated assets of less than $1 billion).
The Basel III Rule required higher capital levels, increased the required quality of capital, and required more detailed categories of risk weighting of riskier, more opaque assets. For nearly every asset class, the Basel III Rule requires a more complex, detailed and calibrated assessment of credit risk and calculation of risk weightings.
Not only did the Basel III Rule increase most of the required minimum capital ratios effective January 1, 2015, but it also introduced the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The Basel III Rule also changed the definition of capital by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations) and Tier 2 Capital (primarily other types of preferred stock and subordinated debt, subject to limitations). A number of instruments that qualified as Tier 1 Capital under Basel I do not qualify, or their qualifications changed. For example, noncumulative perpetual preferred stock, which qualified as simple Tier 1 Capital, does not qualify as Common Equity Tier 1 Capital, but qualifies as Additional Tier 1 Capital. The Basel III Rule also constrained the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and requires deductions from Common Equity Tier 1 Capital in the event that such assets exceed a certain percentage of a banking institution’s Common Equity Tier 1 Capital.
The Basel III Rule requires minimum capital ratios beginning January 1, 2015, as follows:
A leverage requirement, consistingnew ratio of a minimum Common Equity Tier 1 Capital equal to 4.5 percent of risk-weighted assets;
An increase in the minimum required amount of Tier 1 Capital from 4 percent to 6 percent of risk-weighted assets;
A continuation of the current minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8 percent of risk-weighted assets; and
A minimum leverage ratio of Tier 1 Capital to total adjusted quarterly average assets of 3 percent for the most highly-rated banks with a minimum requirement of at leastequal to 4 percent forin all others, andcircumstances.
A risk-basedIn addition, institutions that seek the freedom to make capital requirement, consistingdistributions (including for dividends and repurchases of a minimum ratio of Total Capitalstock) and pay discretionary bonuses to total risk-weighted assets of 8executive officers without restriction must also maintain 2.5 percent and a minimum ratio ofin Common Equity Tier 1 Capital attributable to total risk-weighted assetsa capital conservation buffer being phased in over three years beginning in 2016 (as of 4 percent.
For thisJanuary 1, 2017, it had phased in halfway to 1.25 percent). The purpose “Tier 1 Capital” consists primarily of common stock, noncumulative perpetual preferred stockthe conservation buffer is to ensure that banking institutions maintain a buffer of capital that can be used to absorb losses during periods of financial and related surplus less intangible assets (other than certain loan servicing rights and purchased credit card relationships). Total Capital consists primarily ofeconomic stress. Factoring in the fully phased-in conservation buffer increases the minimum ratios depicted above to 7 percent for Common Equity Tier 1, Capital plus “Tier 2 Capital,” which includes other non-permanent capital items, such as certain other debt and equity instruments that do not qualify as8.5 percent for Tier 1 Capital and West Bank’s allowance10.5 percent for loan and lease losses,Total Capital.
Banking organizations (except for large, internationally active banking organizations) became subject to a limitation of 1.25 percent of risk-weighted assets.
Further, risk-weighted assets for the purposes ofnew rules on January 1, 2015. However, there are separate phase-in/phase-out periods for: (i) the risk-weighted ratio calculations are balance sheet assetscapital conservation buffer; (ii) regulatory capital adjustments and off-balance sheet exposuresdeductions; (iii) nonqualifying capital instruments; and (iv) changes to which required risk weightings of 0 percent to 100 percent are applied. the prompt corrective action rules discussed below. The phase-in periods commenced on January 1, 2016 and extend until January 1, 2019.
Well-Capitalized Requirements. The capital standardsratios described above are minimum requirements and will standards in order for banking organizations to be increased under Basel III, as discussed below.considered “adequately capitalized.” Bank regulatory agencies are uniformly encouragingencourage banks to hold more capital and bank holding companies to be “well-capitalized” and, to that end, federal law and regulations provide various incentives for banking organizations to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a banking organization that is “well-capitalized” maywell-capitalized may: (i) qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities; (ii) qualify for expedited processing of other required notices or applications; and (iii) accept, roll-over or renew brokered deposits. Under the capital regulations of the FDIC and Federal Reserve, in order to be “well‑capitalized,” a banking organization, under current federal regulations, must maintain:
A leverage ratio of Tier 1 Capital to total assets of 5 percent or greater,
A ratio of Tier 1 Capital to total risk-weighted assets of 6 percent or greater, and
A ratio of Total Capital to total risk-weighted assets of 10 percent or greater.
The FDIC and Federal Reserve guidelines also provide that banks and bank holding companies experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the guidelines indicate that the agencies will continue to consider a “tangible Tier 1 leverage ratio” (deducting all intangibles) in evaluating proposals for expansion or to engage in new activities.
Higher capital levels maycould also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. For example, the Federal Reserve’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Further, any banking organization experiencing or anticipating significant growth would be expected to maintain capital ratios, including tangible capital positions (i.e., Tier 1 Capital less all intangible assets), well above the minimum levels.
Under the capital regulations of the FDIC and Federal Reserve, in order to be well-capitalized, a banking organization must maintain:
A Common Equity Tier 1 Capital ratio to risk-weighted assets of 6.5 percent or more;
A ratio of Tier 1 Capital to total risk-weighted assets of 8 percent or more;
A ratio of Total Capital to total risk-weighted assets of 10 percent or more; and
A leverage ratio of Tier 1 Capital to total adjusted average quarterly assets of 5 percent or greater.
It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.
As of December 31, 2016: (i) West Bank was not subject to a directive from the FDIC to increase its capital, and (ii) West Bank was well-capitalized, as defined by FDIC regulations. As of December 31, 2016, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the fully phased-in Basel III Rule requirements.
Prompt Corrective Action. ActionA banking organization’s. An FDIC-insured institution’s capital plays an important role in connection with regulatory enforcement as well. Federal law provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. The extent of the regulators’ powers depends on whether the institution in question is “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized,” in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators’ corrective powers includeinclude: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution’s asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to sell itself; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest raterates that the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.
AsRegulation and Supervision of December 31, 2013: (i) West Bank was not subject to a directive from the FDIC to increase its capital to an amount in excess of the minimum regulatory capital requirements; (ii) West Bank was “well-capitalized,” as defined by FDIC regulations. As of December 31, 2013, the Company had regulatory capital in excess of the Federal Reserve’s requirements and met the Dodd-Frank Act requirements.
The Basel International Capital Accords. The current risk-based capital guidelines described above, which apply to West Bank and are being phased in for the Company, are based upon the 1988 capital accord known as “Basel I” adopted by the international Basel Committee on Banking Supervision, a committee of central banks and bank supervisors, as implemented by the U.S. federal banking regulators on an interagency basis. In 2008, the banking agencies collaboratively began to phase-in capital standards based on a second capital accord, referred to as “Basel II,” for large or “core” international banks (generally defined for U.S. purposes as having total assets of $250 billion or more, or consolidated foreign exposures of $10 billion or more). Basel II emphasized internal assessment of credit, market and operational risk, as well as supervisory assessment and market discipline in determining minimum capital requirements.
On September 12, 2010, the Group of Governors and Heads of Supervision, the oversight body of the Basel Committee on Banking Supervision, announced agreement on a strengthened set of capital requirements for banking organizations around the world, known as "Basel III", to address deficiencies recognized in connection with the global financial crisis. Basel III was intended to be effective globally on January 1, 2013, with phase-in of certain elements continuing until January 1, 2019, and it is currently effective in many countries.
United States Implementation of Basel III. After an extended rulemaking process that included a prolonged comment period, in July 2013, the U.S. federal banking agencies approved the implementation of the Basel III regulatory capital reforms in pertinent part, and, at the same time, promulgated rules affecting certain changes required by the Dodd-Frank Act (the Basel III Rule). In contrast to capital requirements historically, which were in the form of guidelines, Basel III was released in the form of regulations by each of the agencies. The Basel III Rule is applicable to all U.S. banks that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally bank holding companies with consolidated assets of less than $500 million).
The Basel III Rule not only increases most of the required minimum capital ratios, but it introduces the concept of Common Equity Tier 1 Capital, which consists primarily of common stock, related surplus (net of Treasury stock), retained earnings, and Common Equity Tier 1 minority interests subject to certain regulatory adjustments. The Basel III Rule also expanded the definition of capital as in effect currently by establishing more stringent criteria that instruments must meet to be considered Additional Tier 1 Capital (Tier 1 Capital in addition to Common Equity) and Tier 2 Capital. A number of instruments that now qualify as Tier 1 Capital will not qualify, or their qualifications will change. For example, cumulative preferred stock and certain hybrid capital instruments, including trust preferred securities, will no longer qualify as Tier 1 Capital of any kind, with the exception, subject to certain restrictions, of such instruments issued before May 10, 2010, by bank holding companies with total consolidated assets of less than $15 billion as of December 31, 2009. For those institutions, trust preferred securities and other nonqualifying capital instruments currently included in consolidated Tier 1 Capital are permanently grandfathered under the Basel III Rule, subject to certain restrictions. Noncumulative perpetual preferred stock, which now qualifies as simple Tier 1 Capital, will not qualify as Common Equity Tier 1 Capital, but will qualify as Additional Tier 1 Capital. The Basel III Rule also constrains the inclusion of minority interests, mortgage-servicing assets, and deferred tax assets in capital and requires deductions from Common Equity Tier 1 Capital in the event such assets exceed a certain percentage of a bank’s Common Equity Tier 1 Capital.
The Basel III Rule requires:
A new required ratio of minimum Common Equity Tier 1 equal to 4.5 percent of risk-weighted assets;
An increase in the minimum required amount of Tier 1 Capital from the current level of 4.0 percent of total assets to 6.0 percent of risk-weighted assets;
A continuation of the current minimum required amount of Total Capital (Tier 1 plus Tier 2) at 8.0 percent of risk-weighted assets; and
A minimum leverage ratio of Tier 1 Capital to total assets equal to 4.0 percent in all circumstances.
In addition, institutions that seek the freedom to make capital distributions (including for dividends and repurchases of stock) and pay discretionary bonuses to executive officers without restriction must also maintain 2.5 percent in Common Equity Tier 1 attributable to a capital conservation buffer to be phased in over three years beginning in 2016. The purpose of the conservation buffer is to ensure that banks maintain a buffer of capital that can be used to absorb losses during periods of financial and economic stress. Factoring in the fully phased-in conservation buffer increases the minimum ratios depicted above to 7.0 percent for Common Equity Tier 1, 8.5 percent for Tier 1 Capital and 10.5 percent for Total Capital. The required leverage ratio is not impacted by the conservation buffer.
The Basel III Rule maintained the general structure of the current prompt corrective action framework, while incorporating the increased requirements. The prompt corrective action guidelines were also revised to add the Common Equity Tier 1 Capital ratio. In order to be a “well-capitalized” depository institution under the new regime, a bank and holding company must maintain a Common Equity Tier 1 Capital ratio of 6.5 percent or more; a Tier 1 Capital ratio of 8.0 percent or more; a Total Capital ratio of 10.0 percent or more; and a leverage ratio of 5.0 percent or more. It is possible under the Basel III Rule to be well-capitalized while remaining out of compliance with the capital conservation buffer discussed above.
The Basel III Rule revises a number of the risk weightings (or their methodologies) for bank assets that are used to determine the capital ratios. For nearly every class of assets, the Basel III Rule requires a more complex, detailed and calibrated assessment of credit risk and calculation of risk weightings. While Basel III would have changed the risk weighting for residential mortgage loans based on loan-to-value ratios and certain product and underwriting characteristics, there was concern in the United States that the proposed methodology for risk weighting residential mortgage exposures and the higher risk weightings for certain types of mortgage products would increase costs to consumers and reduce their access to mortgage credit. As a result, the Basel III Rule did not effect this change, and banks will continue to apply a risk weight of 50 percent or 100 percent to their exposure from residential mortgages, with the risk weighting depending on, among other things, whether the mortgage was a prudently underwritten first lien mortgage.
Furthermore, there was significant concern noted by the financial industry in connection with the Basel III rulemaking as to the proposed treatment of accumulated other comprehensive income (AOCI). Basel III requires unrealized gains and losses on available-for-sale securities to flow through to regulatory capital as opposed to the current treatment, which neutralizes such effects. Recognizing the problem for community banks, the U.S. bank regulatory agencies adopted the Basel III Rule with a one-time election for smaller institutions like the Company and West Bank to opt out of including most elements of AOCI in regulatory capital. This opt-out, which must be made in the first quarter of 2015, would exclude from regulatory capital both unrealized gains and losses on available-for-sale debt securities, accumulated net gains and losses on cash-flow hedges, and amounts attributable to defined benefit post-retirement plans. Our management currently intends to make the opt-out election.
Generally, financial institutions (except for large, internationally active financial institutions) become subject to the new rules on January 1, 2015. However, there will be separate phase-in/phase-out periods for (i) the capital conservation buffer; (ii) regulatory capital adjustments and deductions; (iii) nonqualifying capital instruments; and (iv) changes to the prompt corrective action rules. The phase-in periods commence on January 1, 2016 and extend until 2019.
The Company
General. The Company, as the sole shareholderstockholder of West Bank, is a bank holding company.company with a financial holding company election in place. As a bankfinancial holding company, the Company iswe are registered with, and is subject to regulation by, the Federal Reserve under the BHCA. In accordance with Federal Reserve policy, and as now codified by the Dodd-Frank Act, the Company isWe are legally obligated to act as a source of financial and managerial strength to West Bank and to commit resources to support West Bank in circumstances where the Companywe might not otherwise do so. Under the BHCA, the Company iswe are subject to periodic examination by the Federal Reserve. The Company isReserve and are required to file with the Federal Reserve periodic reports of the Company’sour operations and such additional information regarding the Companyus and its subsidiaryWest Bank as the Federal Reserve may require.
Acquisitions, Activities and Change in Control. The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company of another bank or bank holding company. Subject to certain conditions (including deposit concentration limits established by the BHCA and the Dodd-Frank Act)BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depositoryFDIC-insured institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies) and state laws that require that the target bank havehas been in existence for a minimum period of time (not to exceed five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions. For a discussion of the capital requirements, see “The Increasing “—Regulatory Emphasis on Capital” above.
The BHCA generally prohibits the Company from acquiring direct or indirect ownership or control of more than 5five percent of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11, 1999 to be “so closely related to banking ... as to be a proper incident thereto.” This authority would permit us to engage in a variety of banking-related businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a computer service bureau (including software development) and mortgage banking and brokerage.brokerage services. The BHCA generally does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operatebe treated as a financial holding companies may engage, in, or own shares in companies engaged, in a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depositoryFDIC-insured institutions or the financial system generally. The Company has notIn the third quarter of 2016, we elected to operate as a financial holding company. In order to maintain our status as a financial holding company, both the Company and West Bank must be well-capitalized, well-managed, and have at least a satisfactory Community Reinvestment Act (CRA) rating. If the Federal Reserve determines that we are not well-capitalized or well-managed, we will have a period of time in which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on us it believes to be appropriate. Furthermore, if the Federal Reserve determines that West Bank has not received a satisfactory CRA rating, we will not be able to commence any new financial activities or acquire a company that engages in such activities. As of December 31, 2016, we were a financial holding company, but we have not engaged in any activity and did not own any assets for which a financial holding company designation was required. The election affords the ability to respond more quickly to market developments and opportunities.
Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior notice to the appropriate federal bank regulator. “Control”Control is conclusively presumed to exist upon the acquisition of 25 percent or more of the outstanding voting securities of a bank or bank holding company, but may arise under certain circumstances between 10 percent and 24.99 percent ownership.
Capital Requirements. Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements, as affected by the Dodd-Frank Act and Basel III.requirements. For a discussion of capital requirements, see “The Increasing “—Regulatory Emphasis on Capital” above.
Dividend Payments. Our ability to pay dividends to our shareholdersstockholders may be affected by both general corporate law considerations and policies of the Federal Reserve applicable to bank holding companies. As an Iowa corporation, we are subject to the limitations of Iowa law, which allows us to pay dividends unless, after such dividend, (i) we would not be able to pay our debts as they become due in the usual course of business, or (ii) our total assets would be less than the sum of our total liabilities plus any amount that would be needed if we were to be dissolved at the time of the dividend payment, to satisfy the preferential rights upon dissolution of shareholdersstockholders whose rights are superior to the rights of the shareholdersstockholders receiving the distribution.
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should eliminate, defer or significantly reduce dividends to shareholders ifstockholders if: (i) the company’s net income available to shareholdersstockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the prospective rate of earnings retention is inconsistent with the company’s capital needs and overall current and prospective financial condition; or (iii) the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends will have to maintain 2.5 percent in Common Equity Tier 1 attributable to the capital conservation buffer to be phased in over three years beginning in 2016. See “—Regulatory Emphasis on Capital” above.
Incentive Compensation. There have been a number of developments in recent years focused on incentive compensation plans sponsored by bank holding companies and banks, reflecting recognition by the bank regulatory agencies and Congress that flawed incentive compensation practices in the financial industry were one of many factors contributing to the global financial crisis. Layered on top of that are the abuses in the news headlines dealing with product cross-selling incentive plans. The result is interagency guidance on sound incentive compensation practices and proposed rulemaking by the agencies required under Section 956 of the Dodd-Frank Act.
The interagency guidance recognized three core principles: Effective incentive plans should: (i) provide employees incentives that appropriately balance risk and reward; (ii) be compatible with effective controls and risk-management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Much of the guidance addresses large banking organizations and, because of the size and complexity of their operations, the regulators expect those organizations to maintain systematic and formalized policies, procedures, and systems for ensuring that the incentive compensation arrangements for all executive and non-executive employees covered by this guidance are identified and reviewed, and appropriately balance risks and rewards. The incentive compensation arrangements of smaller banking organizations like the Company are expected to be less extensive, formalized, and detailed than those of the larger banks.
Section 956 of the Dodd-Frank Act required the banking agencies, the National Credit Union Administration, the SEC and the Federal Housing Finance Agency to jointly prescribe regulations that prohibit types of incentive-based compensation that encourage inappropriate risk-taking and to disclose certain information regarding such plans. On June 10, 2016, the agencies released an updated proposed rule for comment. Section 956 will only apply to banking organizations with assets of greater than $1 billion. We have consolidated assets greater than $1 billion and less than $50 billion, and we are considered a Level 3 banking organization under the proposed rules. The proposed rules contain mostly general principles and reporting requirements for Level 3 institutions, so there are no specific prescriptions or limits, deferral requirements or clawback mandates. Risk management and controls are required, as is board or committee level approval and oversight. Management expects to review its incentive plans in light of the proposed rulemaking and guidance to ensure its policies and procedures are in compliance.
Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on bank borrowings and changes in reserve requirements against bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.
Federal Securities Regulation. Our common stock is registered with the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act).Act. Consequently, the Company iswe are subject to the information, proxy solicitation, insider trading and other restrictions and requirements of the SEC under the Exchange Act.
Corporate Governance. The Dodd-Frank Act addressesaddressed many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies. The Dodd-Frank Act increased stockholder influence over boards of directors by requiring companies to give stockholders a nonbinding vote on executive compensation and so-called golden parachute“golden parachute” payments, and authorizing the SEC to promulgate rules that would allow stockholders to nominate and solicit voters for their own candidates using a company’s proxy materials. The legislation also directed the Federal Reserve to promulgate rules prohibiting excessive compensation paid to executives of bank holding companies, regardless of whether such companies are publicly traded.
Regulation and Supervision of West Bank
General. West Bank is an Iowa-chartered bank. The deposit accounts of West Bank are insured by the FDIC’s Deposit Insurance Fund (DIF) to the maximum extent provided under federal law and FDIC regulations.regulations, which is $250,000 per insured depositor category. As an Iowa-chartered FDIC-insured bank, West Bank is subject to the examination, supervision, reporting and enforcement requirements of the Iowa Superintendent,Division of Banking, the chartering authority for Iowa banks, and the FDIC, designated by federal law as the primary federal regulator of insured state banks that, like West Bank, are not members of the Federal Reserve System (nonmember banks).
Deposit Insurance. As an FDIC-insured institution, West Bank is required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment system whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution posesThe total base assessment rates currently range from 3 to the regulators.
On November 12, 2009,30 basis points. At least semi-annually, the FDIC adopted a final rule that required insured depository institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessmentsupdates its loss and income projections for the fourth quarter of 2009DIF and, for all of 2010, 2011if needed, increases or decreases the assessment rates, following notice and 2012.comment on proposed rulemaking. The FDIC began to offset prepaid assessments on March 30, 2010, representing payment of the regular quarterly risk-based deposit insurance assessment for the fourth quarter of 2009. Any prepaid assessment not exhausted after collection of the amount due on June 30, 2013, was returned to the institution and normal quarterly payments resumed.
Amendments to the Federal Deposit Insurance Act also revised the assessment base against which an insured depositoryFDIC-insured institution’s deposit insurance premiums paid to the DIF are calculated. Under the amendments, the assessment basecalculated is no longer the institution’s deposit base, but ratherbased on its average consolidated total assets less its average tangible equity. This may shiftmethod shifts the burden of deposit insurance premiums toward those large depository institutions that rely on funding sources other than U.S. deposits. Additionally,
The reserve ratio is the FDIC insurance fund balance divided by estimated insured deposits.The Dodd-Frank Act made changes toaltered the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to depositoryFDIC-insured institutions when the reserve ratio exceeds certain thresholds. The FDIC has until September 3, 2020 to meetreserve ratio reached 1.15 percent on June 30, 2016 when revised factors were put in place for calculating the assessment. If the reserve ratio does not reach 1.35 percent by December 31, 2018 (provided it is at least 1.15 percent), the FDIC will impose a shortfall assessment on March 31, 2019 on insured depository institutions with total consolidated assets of $10 billion or more. The FDIC will provide assessment credits to insured depository institutions, like West Bank, with total consolidated assets of less than $10 billion for the portion of their regular assessments that contribute to growth in the reserve ratio target. Several of these provisions could increase West Bank’sbetween 1.15 percent and 1.35 percent. The FDIC will apply the credits each quarter that the reserve ratio is at least 1.38 percent to offset the regular deposit insurance premiums. West Bank currently pays the lowest deposit premium offered by the FDIC.assessments of institutions with credits.
The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks to $250,000 per insured depositor.
FICO Assessments. TheIn addition to paying basic deposit insurance assessments, FDIC-insured institutions must pay Financing Corporation (FICO) assessments. FICO is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board pursuant to the Competitive Equality Banking Act of 1987 to function as a financing vehicle for the recapitalization of the former Federal Savings and Loan Insurance Corporation. FICO issued 30-year noncallable bonds of approximately $8.1 billion that mature in 2017 through 2019. FICO’s authority to issue bonds ended on December 12, 1991. Since 1996, federal legislation has required that all FDIC-insured depository institutions pay assessments to cover interest payments on FICO’s outstanding obligations. These FICO assessments are in addition to amounts assessed by the FDIC for deposit insurance. The FICO assessment rate is adjusted quarterly and for the fourth quarter of 20132016 was approximately 0.0064 percent, which reflects the change from an assessment base computed on deposits to an assessment base computed on assets as required by the Dodd-Frank Act.0.56 basis points (56 cents per $100 of assessable deposits).
Supervisory Assessments. All Iowa banks are required to pay supervisory assessments to the Iowa SuperintendentDivision of Banking to fund the operations of that agency. The amount of the assessment is calculated on the basis of West Bank’s total assets. During the year ended December 31, 2013,2016, West Bank paid supervisory assessments to the Iowa SuperintendentDivision of Banking totaling approximately $113,000.$110,000.
Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “The Increasing “—Regulatory Emphasis on Capital” above.
Liquidity Requirements. Liquidity is a measure of the ability and ease with which bank assets may be converted to cash. Liquid assets are those that can be converted to cash quickly if needed to meet financial obligations. To remain viable, FDIC-insured institutions must have enough liquid assets to meet their near-term obligations, such as withdrawals by depositors. In addition to liquidity guidelines already in place, the U.S. bank regulatory agencies implemented the Basel III Liquidity Coverage Ratios (LCR) in September 2014, which require large financial firms to hold levels of liquid assets sufficient to protect against constraints on their funding during times of financial turmoil. While the LCR only applies to the largest banking organizations in the country, certain elements are expected to filter down to all FDIC-insured institutions.
Stress Testing. A stress test is an analysis or simulation designed to determine the ability of a given FDIC-insured institution to deal with an economic crisis. In October 2012, U.S. bank regulators unveiled new rules mandated by the Dodd-Frank Act that require the largest U.S. banks to undergo stress tests twice per year, once internally and once conducted by the regulators. Stress tests are not required for banks with less than $10 billion in assets; however, the FDIC now recommends stress testing as a means to identify and quantify loan portfolio risk, and West Bank is conducting quarterly commercial real estate portfolio stress testing.
Dividend Payments. The primary source of funds for the Company is dividends from West Bank. Under the Iowa Banking Act, Iowa-chartered banks generally may pay dividends only out of undivided profits. In addition, theThe Iowa SuperintendentDivision of Banking may restrict the declaration or payment of a dividend by an Iowa-chartered bank, such as West Bank.
The payment of dividends by any financialFDIC-insured institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financialan FDIC-insured institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, West Bank exceeded its minimum capital requirements under applicable guidelines as of December 31, 2013. As of December 31, 2013, approximately $27.5 million was available to be paid as dividends by West Bank.2016. Notwithstanding the availability of funds for dividends, however, the FDIC and the Iowa Division of Banking may prohibit the payment of dividends by West Bank if it determineseither or both determine such payment would constitute an unsafe or unsound practice. In addition, under the Basel III Rule, institutions that seek the freedom to pay dividends will have to maintain 2.5 percent in Common Equity Tier 1 Capital attributable to the capital conservation buffer to be phased in over three years that began in 2016. See “—Regulatory Emphasis on Capital” above.
State Bank Investments and Activities. West Bank is permitted to make investments and engage in activities directly or through subsidiaries as authorized by Iowa law. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank unless the bankWest Bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines that the activity would not pose a significant risk to the DIF. These restrictions have not had, and are not currently expected to have, a material impact on the operations of West Bank.
Insider Transactions. West Bank is subject to certain restrictions imposed by federal law on “covered transactions” between West Bank and its “affiliates.” The Company is an affiliate of West Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of credit to the Company, investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral for loans made by West Bank. The Dodd-Frank Act enhancesenhanced the requirements for certain transactions with affiliates, as of July 21, 2011, including an expansion of the definition of “covered transactions”covered transactions and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.
Certain limitations and reporting requirements are also placed on extensions of credit by West Bank to its directors and officers, to directors and officers of the Company and its subsidiaries, to principal shareholdersstockholders of the Company and to “related interests” of such directors, officers and principal shareholders.stockholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of the Company or West Bank, or a principal shareholderstockholder of the Company, may obtain credit from banks with which West Bank maintains a correspondent relationship.
Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depositoryFDIC-insured institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the FDIC-insured institution’s primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an FDIC-insured institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the FDIC-insured institution’s rate of growth, require the FDIC-insured institution to increase its capital, restrict the rates the institution pays on deposits, or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal banking regulators,bank regulatory agencies, including cease and desist orders and civil money penalty assessments.
During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal controls when evaluating the activities of the FDIC-insured institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have changed the nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market, liquidity, operational, legal and reputational risk. In particular, recent regulatory pronouncements have focused on operational risk, which arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses. New products and services, third-party risk management and cybersecurity are critical sources of operational risk that FDIC-insured institutions are expected to address in the current environment. West Bank is expected to have active boardBoard and senior management oversight; adequate policies, procedures and limits; adequate risk measurement, monitoring and management information systems; and comprehensive internal controls.
Branching Authority. Iowa banks, such as West Bank, have the authority under Iowa law to establish branches anywhere in the State of Iowa, subject to receipt of all required regulatory approvals.
Federal law permits state and national banks to merge with banks in other states subject toto: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger. The establishment of new interstate branches has historically been permitted only in those states the laws of which expressly authorize such expansion. The Dodd-Frank Act permits well-capitalized and well-managed banks to establish new interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) has historically been permitted only in those states the laws of which expressly authorize such expansion. However, the Dodd-Frank Act permits well-capitalized and well-managed banks to establish new branches across state lines without these impediments.
Transaction Account Reserves. Federal Reserve regulations require depositoryFDIC-insured institutions to maintain reserves against their transaction accounts (primarily NOW and regular checking accounts). For 2014:2017, the first $13.3$15.5 million of otherwise reservable balances are exempt from thereserves and have no reserve requirements;requirement; for transaction accounts aggregating more than $13.3$15.5 million to $89.0$115.1 million, the reserve requirement is 3 percent of total transaction accounts; and for net transaction accounts in excess of $89.0$115.1 million, the reserve requirement is $2,2713 percent up to $115.1 million plus 10 percent of the aggregate amount of total transaction accounts in excess of $89.0$115.1 million. These reserve requirements are subject to annual adjustment by the Federal Reserve. West Bank is in compliance with the foregoing requirements.
Community Reinvestment Act Requirements. The Community Reinvestment Act requires West Bank to have a continuing and affirmative obligation in a safe and sound manner to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. Federal regulators regularly assess West Bank’s record of meeting the credit needs of its communities. Applications for additional acquisitions would be affected by the evaluation of West Bank’s effectiveness in meeting its Community Reinvestment Act requirements.
Anti-Money Laundering. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the Patriot Act) is designed to deny terrorists and criminals the ability to obtain access to the U.S. financial system and has significant implications for depositoryFDIC-insured institutions, brokers, dealers and other businesses involved in the transfer of money. The Patriot Act mandates financial services companies to have policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and currency transactions; (v) currency crimes; and (vi) cooperation between financialFDIC-insured institutions and law enforcement authorities.
Concentrations in Commercial Real Estate Guidance.Estate. Concentration risk exists when FDIC-insured institutions deploy too many assets to any one industry or segment. A concentration in commercial real estate is one example of regulatory concern. The interagency Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices guidance (“CRE Guidance”)(CRE Guidance) provides supervisory criteria, including the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater supervisory scrutiny: (i) commercial real estate loans exceeding 300 percent of capital and increasing 50 percent or more in the preceding three years or (ii) construction and land development loans exceeding 100 percent of capital. The CRE Guidance does not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. On December 18, 2015, the federal banking agencies issued a statement to reinforce prudent risk-management practices related to CRE lending, having observed substantial growth in many CRE asset and lending markets, increased competitive pressures, rising CRE concentrations in banks, and an easing of CRE underwriting standards. The federal bank agencies reminded FDIC-insured institutions to maintain underwriting discipline and exercise prudent risk-management practices to identify, measure, monitor and manage the risks arising from CRE lending. In addition, FDIC-insured institutions must maintain capital commensurate with the level and nature of their CRE concentration risk.
Based on West Bank’s current loan portfolio West Bank does not exceed these guidelines.as of December 31, 2016, it exceeded the 300 percent and 100 percent guidelines for commercial real estate loans. Additional monitoring processes have been implemented to manage this increased risk.
Consumer Financial Services
There are numerous developments in federal and state laws regarding consumer financial products and services that impact West Bank’s business. Importantly, the currentServices. The historical structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all providers of consumer products and services, including West Bank, as well as the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. Banks and savingsFDIC-insured institutions with $10 billion or less in assets, like West Bank, will continue to be examined by their applicable bank regulators. Below are additional recent regulatory developments relating to consumer mortgage lending activities. The Company does not currently expect these provisions to have
Because abuses in connection with residential mortgages were a significant impact on West Bank's operations.
Ability-to-Repay Requirementfactor contributing to the global financial crisis, many new rules issued by the CFPB and Qualified Mortgage Rule.required by the Dodd-Frank Act address mortgage and mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act contains additional provisions that affect consumer mortgage lending. First, it significantly expandsexpanded underwriting requirements applicable to loans secured by 1-4 family residential real property and augmentsaugmented federal law combating predatory lending practices. In addition to numerous new disclosure requirements, the Dodd‑FrankDodd-Frank Act imposesimposed new standards for mortgage loan originations on all lenders, including banks and savings associations,all FDIC-insured institutions, in an effort to strongly encourage lenders to verify a borrower’s ability"ability to repay," while also establishing a presumption of compliance for certain “qualified mortgages.” In addition, the Dodd-Frank Act generally requiresrequired lenders or securitizers to retain an economic interest in the credit risk relating to loans that the lender sells, and other asset-backed securities that the securitizer issues, if the loans have not complied with the ability-to-repay standards. The risk retention requirement generally will be 5 percent, but could be increased or decreased by regulation.
On January 10, 2013, the CFPB issued a final rule, effective January 10, 2014, that implemented the Dodd-Frank Act’s ability-to-repay requirements and clarified the presumption of compliance for “qualified mortgages.” In assessing a borrower’s ability to repay a mortgage-related obligation, lenders generally must consider eight underwriting factors: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) monthly payment on the subject transaction; (iv) monthly payment on any simultaneous loan; (v) monthly payment for all mortgage-related obligations; (vi) current debt obligations, alimony and child support; (vii) monthly debt-to-income ratio or residual income; and (viii) credit history. The final rule also includes guidance regarding the application of and methodology for evaluating these factors.
Further, the final rule also clarifies that qualified mortgages do not include “no-doc” loans and loans with negative amortization, interest-only payments, balloon payments, terms in excess of 30 years, or points and fees paid by the borrower that exceed 3 percent of the loan amount, subject to certain exceptions. In addition, for qualified mortgages, the monthly payment must be calculated on the highest payment that will occur in the first five years of the loan, and the borrower’s total debt-to-income ratio generally may not be more than 43 percent. The final rule also provides that certain mortgages that satisfy the general product feature requirements for qualified mortgages and that also satisfy the underwriting requirements of Fannie Mae and Freddie Mac (while they operate under federal conservatorship or receivership), or the U.S. Department of Housing and Urban Development, Department of Veterans Affairs, or Department of Agriculture or Rural Housing Service, are also considered to be qualified mortgages. This second category of qualified mortgages will phase out as the aforementioned federal agencies issue their own rules regarding qualified mortgages, the conservatorship of Fannie Mae and Freddie Mac ends, and, in any event, after seven years.
As set forth in the Dodd-Frank Act, subprime (or higher-priced) mortgage loans are subject to the ability-to-repay requirement, and the final rule provides for a rebuttable presumption of lender compliance for those loans. The final rule also applies the ability-to-repay requirement to prime loans, while also providing a conclusive presumption of compliance (i.e., a safe harbor) for prime loans that are also qualified mortgages. Additionally, the final rule generally prohibits prepayment penalties (subject to certain exceptions) and sets forth a three-year record retention period with respect to documenting and demonstrating the ability-to-repay requirement and other provisions.
Changes to Mortgage Loan Originator Compensation. Effective April 2, 2011, previously existing regulations concerning the compensation of mortgage loan originators were amended. As a result of these amendments, mortgage loan originators may not receive compensation based on a mortgage transaction’s terms or conditions other than the amount of credit extended under the mortgage loan. Further, the new standards limit the total points and fees that a bank and/or a broker may charge on conforming and jumbo loans to 3.9 percent of the total loan amount. Mortgage loan originators may receive compensation from a consumer or from a lender, but not both. These rules contain requirements designed to prohibit mortgage loan originators from “steering” consumers to loans that provide mortgage loan originators with greater compensation. In addition, the rules contain other requirements concerning recordkeeping.
Servicing. On January 17, 2013, the CFPB announced rules to implement certain provisions of the Dodd-Frank Act relating to mortgage servicing. The new servicing rules require servicers to meet certain benchmarks for loan servicing and customer service in general. Servicers must provide periodic billing statements and certain required notices and acknowledgments, promptly credit borrowers’ accounts for payments received and promptly investigate complaints by borrowers, and are required to take additional steps before purchasing insurance to protect the lender’s interest in the property. The new servicing rules also call for additional notice, review and timing requirements with respect to delinquent borrowers, including early intervention, ongoing access to servicer personnel, and specific loss mitigation and foreclosure procedures. The rules provide for an exemption from most of these requirements for “small servicers.” A small servicer is defined as a loan servicer that services 5,000 or fewer mortgage loans and services only mortgage loans that they or an affiliate originated or own. The new servicing rules took effect on January 10, 2014. Our management is continuing to evaluate the full impact of these rules and their impact on mortgage servicing operations.
Foreclosure and Loan Modifications. Federal and state laws further impact foreclosures and loan modifications, with many of such laws having the effect of delaying or impeding the foreclosure process on real estate secured loans in default. Mortgages on commercial property can be modified, such as by reducing the principal amount of the loan or the interest rate, or by extending the term of the loan, through plans confirmed under Chapter 11 of the Bankruptcy Code. In recent years, legislation has been introduced in the U.S. Congress that would amend the Bankruptcy Code to permit the modification of mortgages secured by residences, although at this time the enactment of such legislation is not presently proposed. The scope, duration and terms of potential future legislation with similar effect continue to be discussed. The Company cannot predict whether any such legislation will be passed or the impact, if any, it would have on the Company’s business.
Additional Constraints on the Company and West Bank
Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.
The Volcker Rule. In addition to other implications of the Dodd-Frank Act discussed above, the Act amends the BHC Act to require the federal regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This statutory provision is commonly called the “Volcker Rule.” On December 10, 2013, the federal regulatory agencies issued final rules to implement the prohibitions required by the Volcker Rule. Thereafter, in reaction to industry concern over the adverse impact to community banks of the treatment of certain collateralized debt instruments in the final rule, the federal regulatory agencies approved an interim final rule to permit banking entities to retain interests in collateralized debt obligations backed primarily by trust preferred securities ("TruPS CDOs") from the investment prohibitions contained in the final rule. Under the interim final rule, the agencies permit the retention of an interest in or sponsorship of covered funds by banking entities if the following qualifications are met:
The TruPS CDO was established, and the interest was issued, before May 19, 2010;
The banking entity reasonably believes that the offering proceeds received by the TruPS CDO were invested primarily in qualifying TruPS collateral; and
The banking entity's interest in the TruPS CDO was acquired on or before December 10, 2013.
Although the Volcker Rule has significant implications for many large financial institutions, we do not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company or West Bank. The Company owns one pooled TruPS CDO, which was included on a list of permitted securities issued by regulatory authorities in January 2014. We may incur costs if we are required to adopt additional policies and systems to ensure compliance with the Volcker Rule, but any such costs are not expected to be material. Until the application of the final rules is fully understood, the precise financial impact of the rule on the Company, West Bank, our customers or the financial industry more generally, cannot be determined.
ADDITIONAL INFORMATION
The principal executive offices of the Company are located at 1601 22nd Street, West Des Moines, Iowa 50266. The Company's telephone number is (515) 222-2300, and the Internetinternet address is www.westbankstrong.com. Copies of the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto are available for viewing or downloading free of charge from the Investor Relations section of the Company's website as soon as reasonably practicable after the documents are filed or furnished to the SEC. Copies of the Company's filings with the SEC are also available from the SEC's website (www.sec.gov) free of charge.
ITEM 1A. RISK FACTORS
West Bancorporation's business is conducted almost exclusively through West Bank. West Bancorporation and West Bank are subject to many of the common risks that challenge publicly traded, regulated financial institutions. An investment in West Bancorporation's common stock is also subject to the following specific risks.
Risks Related to West Bancorporation's Business
We must effectively manage the credit risks of our loan portfolio.
The largest component of West Bank's income is interest received on loans. Our business depends on the creditworthiness of our customers. There are obvious risks inherent in making loans. We attempt to reduce our credit risk through prudent loan application, underwriting and approval procedures, including internal loan reviews before and after proceeds have been disbursed, careful monitoring of the concentration of our loans within specific industries, and collateral and guarantee requirements. These procedures cannot, however, be expected to completely eliminate our credit risks, and we can make no guarantees concerning the strength of our loan portfolio.
Our loan portfolio primarily includes commercial loans, which involve risks specific to commercial borrowers.
The largest component of West Bank's income is interest received on loans. West Bank is in substantial part a business bank. ItsBank’s loan portfolio includes a significant amount of commercial real estate loans, construction orand land development loans, commercial lines of credit and commercial term loans. West Bank's typical commercial borrower is a smallsmall- or medium-sized, privately owned Iowa or Minnesota business entity. Our commercial loans typically have greater credit risks than standard residential mortgage or consumer loans because commercial loans often have larger balances, and repayment usually depends on the borrowers' successful business operations. Commercial loans also involve some additional risk because they generally are not fully repaid over the loan period and thus usuallymay require refinancing or a large payoff at maturity. If the general economy turns substantially downward, commercial borrowers may not be able to repay their loans, and the value of their assets, which are usually pledged as collateral, may decrease rapidly and significantly. Also, when credit markets tighten due to adverse developments in specific markets or the general economy, opportunities for refinancing may become more expensive or unavailable, resulting in loan defaults. Our success is also dependent to a large extent upon the areas in which we operate. Competition for quality loans in our market area continues to be robust.
Our loan portfolio includes commercial real estate loans, which involve risks specific to real estate value.
Commercial real estate loans were a significant portion of our total loan portfolio as of December 31, 2013.2016. The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, real estate lending typically involves higher loan principal amounts, and the repayment of the loans is generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.
If the loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time of originating the loan,loans, which could cause us to increase ourcharge off all or a portion of the loans. This could lead to an increased provision for loan losses and adversely affect our operating results and financial condition.
We must effectively manage our credit risks.
Our business depends on the creditworthiness of our customers. There are obvious risks inherent in making loans. We attempt to reduce our credit risk through prudent loan application, underwriting and approval procedures, including internal loan reviews before and after proceeds have been disbursed, careful monitoring of the concentration of our loans within specific industries, and collateral and guarantee requirements. These procedures cannot, however, be expected to completely eliminate our credit risks, and we can make no guarantees concerning the strength of our loan portfolio.
Nonperforming loans take significant time to resolve and adversely affect our results of operations and financial condition.
At December 31, 2013, West Bank's nonperforming loans, which consist of nonaccrual loans, loans past due 90 days and still accruing, and troubled debt restructured (TDR) loans, totaled $2.9 million or 0.29 percent of our loan portfolio. While this total has declined over the past five years to be in line with our historical experience, nonperforming loans adversely affect our net income in various ways. We do not record interest income on nonaccrual loans, thereby negatively affecting our income and returns on assets and equity, and significantly increasing our administrative costs. Nonperforming loans require significant time commitments from management and our lending staff, which takes time away from other duties, including the generation of new business. There is no assurance that we will experience continued reductions in nonperforming loans in the future.
Secondary mortgage market conditions could have a material impact on our financial condition and results of operations.
Currently, we sell substantially all the mortgage loans we originate. The profitability of our mortgage banking operations depends in large part upon our ability to make a high volume of loans and to sell them in the secondary market at a gain. Thus, we are dependent upon the existence of an active secondary market and our ability to profitably sell loans into that market.
In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgages and investor yield requirements for those loans. These conditions may fluctuate or even worsen in the future. We believe our ability to retain residential mortgage loans is limited. As a result, a prolonged period of secondary market illiquidity may reduce our loan production volumes and could have a material adverse effect on our financial condition and results of operations.
Our allowance for loan losses may be insufficient to absorb potential losses in our loan portfolio.
We maintain an allowance for loan losses at a level we believe adequate to absorb estimated losses inherent in our existing loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; credit loss experience; currentour commercial real estate loan portfolio quality; present economic, political andmay subject us to additional regulatory conditions; and unidentified losses inherent in the current loan portfolio.scrutiny.
Determination of the allowanceThe federal banking regulators have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under this guidance, a financial institution that, like West Bank, is inherently subjective as it requires significant estimates and management’s judgment of credit risks and future trends, all of which may undergo material changes. Continuing deteriorationactively involved in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance and may require an increase in the provision for loan losses or the recognition of additional loan charge-offs, based on judgments different from those of management. Also, if charge-offs in future periods exceed the allowance for loan losses, we will need additional provisionscommercial real estate lending should perform a risk assessment to increase the allowance. Any increases in provisions will result in a decrease in net income and capital andidentify concentrations. A financial institution may have a material adverse effectconcentration in commercial real estate lending if, among other factors (i) total reported loans for construction, land development, and other land represent 100 percent or more of total capital, or (ii) total reported loans secured by multifamily and non-farm residential properties, loans for construction, land development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300 percent or more of total capital. Based on our financial conditionthese criteria, West Bank had concentrations of 109 percent and results417 percent, respectively, as of operations.December 31, 2016. The purpose of the guidance is to assist banks in developing risk management practices and capital levels commensurate with the level and nature of commercial real estate concentrations. The guidance states that management should employ heightened risk management practices, including board and management oversight, strategic planning, development of underwriting standards, and risk assessment and monitoring through market analysis and stress testing. West Bank believes that its current risk management processes adequately address the regulatory guidance; however, there can be no guarantee of the effectiveness of the risk management processes on an ongoing basis.
We are subject to environmental liability risk associated with real estate collateral securing our loans.
A significant portion of our loan portfolio is secured by real property. Under certain circumstances, we may take title to the real property collateral through foreclosure or other means. As the titleholder of the property, we may be responsible for environmental risks, such as hazardous materials, which attach to the property. For these reasons, prior to extending credit, we have an environmental risk assessment program to identify any known environmental risks associated with the real property that will secure our loans. In addition, we routinely inspect properties following the taking of title. When environmental risks are found, environmental laws and regulations may prescribe our approach to remediation. As a result, while we have ownership of a property, we may incur substantial expense and bear potential liability for any damages caused. The environmental risks may also materially reduce the property's value or limit our ability to use or sell the property.
Table of Contents We also cannot guarantee that our environmental risk assessment will detect all environmental issues relating to a property, which could subject us to additional liability.
Our allowance for loan losses may be insufficient to absorb potential losses in our loan portfolio.
IfWe maintain an allowance for loan losses at a level we are unablebelieve adequate to sellabsorb probable losses inherent in our existing loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; credit loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio.
Determination of the allowance is inherently subjective as it requires significant estimates and management’s judgment of credit risks and future trends, all of which may undergo material changes. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other real estate ownedfactors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance and may require an increase in the estimated fair valueprovision for loan losses or the recognition of additional loan charge-offs, based on our balance sheets it couldjudgments different from those of management. Also, if charge-offs in future periods exceed the allowance for loan losses, we will need additional provisions to increase the allowance. Any increases in provisions will result in a decrease in net income and capital and may have a material adverse effect on our financial condition and results of operations.
Other real estate owned consistsOur accounting policies and methods are the basis for how we report our financial condition and results of real estate collateraloperations, and they may require management to make estimates about matters that are inherently uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure they comply with U.S. Generally Accepted Accounting Principles (GAAP) and reflect management's judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances. The application of that chosen accounting policy or method might result in us reporting different amounts than would have been reported under a different alternative. If management's estimates or assumptions are incorrect, the Company has received in foreclosuremay experience a material loss.
From time to time, the Financial Accounting Standards Board (FASB) and the SEC change the financial accounting and reporting standards or accepted in lieuthe interpretation of foreclosure on nonperforming loans. Management obtains independent appraisals to determinethose standards that these properties are initially carried at fair value less estimated costs to sell atgovern the date of foreclosure. The appraisals are updated at least annually, and any subsequent write-downs are recorded as charges to operations. Future economic conditions could result in reductionspreparation of our estimatesfinancial statements. These changes are beyond our control, can be difficult to predict and could have a materially adverse impact on our financial condition and results of fair valueoperations.
A new accounting standard could require us to increase our allowance for other real estate ownedloan losses and couldmay have a material adverse effect on our financial condition and results of operations.
The FASB has issued a new accounting standard that will be effective for the Company for the fiscal year beginning January 1, 2020. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the current method of providing for loan losses that are probable, and will likely require us to increase our allowance for loan losses and to greatly increase the types of data we will need to collect and analyze to determine the appropriate level of the allowance for loan losses. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses will result in a decrease in net income and capital and may have a material adverse impact on our financial condition and results of operations. Moreover, the CECL model may create more volatility in our level of allowance for loan losses and could result in the need for additional capital.
If a significant portion of any future unrealized losses in our portfolio of investment securities were to become other than temporarily impaired with credit losses, we would recognize a material charge to our earnings, and our capital ratios would be adversely impacted.
As of December 31, 2013, the fair value of our securities portfolio was approximately $345.2 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of those securities. These factors include, but are not limited to, changes in interest rates, rating agency downgrades of the securities, defaults by the issuer or individual mortgagors with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause an other than temporary impairment (OTTI) in future periods and result in realized losses.
We analyze our investment securities quarterly to determine whether, in the opinion of management, any of the securities have OTTI. To the extent that any portion of the unrealized losses in our portfolio of investment securities is determined to have OTTI and is credit-loss related, we will recognize a charge to our earnings in the quarter during which such determination is made, and our capital ratios will be adversely impacted. Generally, a fixed income security is determined to have OTTI when it appears unlikely that we will receive all of the principal and interest due in accordance with the original terms of the investment. In addition to credit losses, losses are recognized for a security with an unrealized loss if the Company has the intent to sell the security or if it is more likely than not that the Company will be required to sell the security before collection of the principal amount.
Our accounting policies and methods are the basis for how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods in order to ensure they comply with generally accepted accounting principles (GAAP) and reflect management's judgment as to the most appropriate manner in which to record and report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which might be reasonable under the circumstances. The application of that chosen accounting policy or method might result in us reporting different amounts than would have been reported under a different alternative. If management's estimates or assumptions are incorrect, the Company may experience material loss.
We have identified three accounting policies as being "critical" to the presentation of our financial condition and results of operations because they require management to make particularly subjective and complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These critical accounting policies relate to (1) determining the fair value and possible OTTI of investment securities available for sale, (2) determining the valuation of other real estate owned, and (3) the allowance for loan losses. Because of the inherent uncertainty of these estimates, no assurance can be given that application of alternative policies or methods might not result in the reporting of different amounts of the fair value of securities available for sale, the fair value of other real estate owned, the allowance for loan losses and, accordingly, net income.
From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be difficult to predict and could materially impact how we report our financial condition and results of operations.
Changes in these standards are continuously occurring, and given the current economic environment, more drastic changes may occur. The implementation of such changes could have a material adverse effect on our financial condition and results of operations.
We are subject to liquidity risks.
West Bank maintains liquidity primarily through customer deposits and other short-term funding sources, including advances from the Federal Home Loan Bank (FHLB) and purchased federal funds. If economic influences change so that we do not have access to short-term credit, or our depositors withdraw a substantial amount of their funds for other uses, West Bank might experience liquidity issues. Our efforts to monitor and manage liquidity risk may not be successful or sufficient to deal with dramatic or unanticipated reductions in our liquidity. If this were to occur and additional debt is needed for liquidity purposes in the future, there can be no assurance that such debt would be available or, if available, would be on favorable terms. In such events, our cost of funds may increase, thereby reducing our net interest income, or we may need to sell a portion of our investment portfolio, which, depending upon market conditions, could result in the Company or West Bank realizing losses.
Although we believe West Bank's current sources of funds are adequate for its liquidity needs, there can be no assurance in this regard for the future. Liquidity issues during the financial crisis were severe for regional and community banks, as some of the larger financial institutions significantly curtailed their lending to regional and community banks. In addition, many of the larger correspondent lenders reduced or even eliminated federal funds lines for their correspondent customers. If this were to occur again, and additional debt is needed in the future, there can be no assurance that such debt would be available or, if available, would be on favorable terms.
The competition for banking and financial services in our market areas is high, which could adversely affect our financial condition and results of operations.
We operate in highly competitive markets and face strong competition in originating loans, seeking deposits and offering our other services. We compete in making loans, attracting deposits, and recruiting and retaining talented people.employees. The Des Moines metropolitan market area, in particular, has attracted many new financial institutions within the last two decades. We also compete with nonbank financial service providers, many of which are not subject to the same regulatory restrictions that we are and may be able to compete more effectively as a result.
Customer loyalty can be influenced by a competitor's new products, especially if those offerings are priced lower than our products. Some of our competitors may also be better able to attract customers because they provide products and services over a larger geographic area than we serve. This competitive climate can make it more difficult to establish and maintain relationships with new and existing customers, can lower the rate that we are able to charge on loans, and can affect our charges for other services. Our growth and profitability depend on our continued ability to compete effectively within our market, and our inability to do so could have a material adverse effect on our financial condition and results of operations.
Technology and other changes are allowing customers to complete financial transactions using nonbanks that historically have involved banks at one or both ends of the transaction. For example, customers can now pay bills and transfer funds directly without going through a bank. The process of eliminating banks as intermediaries, known as disintermediation, could result in the loss of fee income as well as the loss of customer deposits.
Loss of customer deposits due to increased competition could increase our funding costs.
We rely on bank deposits to be a low cost and stable source of funding. We compete with banks and other financial services companies for deposits. If our competitors raise the rates they pay on deposits, our funding costs may increase, either because we raise our rates to avoid losing deposits or because we lose deposits and must rely on more expensive sources of funding. Higher funding costs could reduce our net interest margin and net interest income and could have a material adverse effect on our financial condition and results of operations.
Our inability to continue to accurately process large volumesSystems failures, interruptions or breaches of transactionssecurity could adversely impacthave an adverse effect on our businessfinancial condition and financial results.
results of operations.
We process large volumes of transactions on a daily basis in our branchesare subject to certain operational risks, including, but not limited to, data processing system failures and through our third-party processor, and are exposed to numerous types of operational risk. Operational risk resulting fromerrors, inadequate or failed internal processes, people,customer or employee fraud, and systems includescatastrophic failures resulting from terrorist acts or natural disasters. We depend upon data processing, software, communication and information exchange on a variety of computing platforms and networks and over the riskinternet, and we rely on the services of fraud by persons inside or outside West Bank, the executiona variety of unauthorized transactions by employees, errors relatingvendors to transactionmeet our data processing and communication needs. Despite instituted safeguards, we cannot be certain that all of our systems are entirely free from vulnerability to attack or other technological difficulties or failures. Information security risks have increased significantly due to the use of online, telephone and breachesmobile banking channels by clients and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Our technologies, systems, networks and our clients’ devices have been subject to, and are likely to continue to be the internal control system and compliance requirements. This risktarget of, loss also includes the potential legal actionscyber-attacks, computer viruses, malicious code, phishing attacks or information security breaches that could arise as a result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our clients’ confidential, proprietary and other information, the operational deficiencytheft of client assets through fraudulent transactions or as a resultdisruption of noncompliance with applicable regulatory standards.
We establishour or our clients’ or other third parties’ business operations. If information security is breached or other technology difficulties or failures occur, information may be lost or misappropriated, services and maintain systems of internal operational controls that are designedoperations may be interrupted, and we could be exposed to provide us with timely and accurate information about our level of operational risk. These systems have been designed to manage operational risk at appropriate, cost-effective levels. Procedures also exist that are designed to ensure that policies relating to conduct, ethics, and business practices are followed. From time to time, lossesclaims from operational risk may occur, including because of operational errors.
customers. While we continually monitor and improve themaintain a system of internal controls data processing systems and corporate-wide processes andinformation security procedures, there can be no assurance that future losses will not occur.any of these results could have a material adverse effect on our business, financial condition, results of operations or liquidity.
Failure to maintain effective internal controls over financial reporting could impair our ability to accurately and timely report our financial results and could increase the risk of fraud.
Effective internal controls over financial reporting are necessary to provide reliable financial reports and prevent fraud. Management believes that our internal controls over financial reporting are currently effective. While management will continue to assess our controls and procedures and take immediate action to remediate any future perceived issues, there can be no guarantee of the effectiveness of these controls and procedures on an ongoing basis. Any failure to maintain an effective internal control environment could impact our ability to report our financial results on an accurate and timely basis, which could result in regulatory actions, loss of investor confidence, and an adverse impact on our business operations and stock price.
Cybersecurity events could negatively affect our reputation, subject us to financial loss, or result in litigation.West Bank and West Bancorporation’s operations rely on third-party service providers and vendors.
West Bank has access to large amounts of confidential financial information, and controls substantial financial assets belonging to its customers, as well as the Company. West Bank offers its customers continuous remote access to their accounts in several different ways and otherwise regularly transfers substantial financial assets by electronic means. Accordingly, cybersecurity is a material risk for West Bank.
West Bank depends on third-party data processing and the communication and exchange of information on a variety of platforms, networks, and over the internet. West Bank cannot be certain that all of its systems are entirely free from vulnerability to attack, despite safeguards that it has installed. West Bank does business withThe Company utilizes a number of third-party service providers and vendors with respect to West Bank's business, dataprovide products and communications needs. If information securityservices necessary to maintain our day-to-day operations. The Company is breached, or if one of West Bank's employees orexposed to the risk that such vendors breaches compliance procedures, informationfail to perform under these arrangements. This could be lost or misappropriated in manners resulting in financial loss to West Bank, damages to others or potential litigation. Cyber incidents such as computer break-ins, phishing, identity theft, and other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us in excessdisruption of any applicable insurance coverage,the Company’s business and may cause existinghave a material adverse impact on our results of operations and potential customers to refrain from doing business with us. Although we, with the help of third-party service providers, will continue to implement security technology and establish operational procedures to prevent such losses, therefinancial condition. There can be no assurance that these security measuresthe Company’s policies and procedures designed to monitor and mitigate vendor risks will be successful.effective in preventing or limiting the effect of vendor nonperformance.
Damage to our reputation could adversely affect our business.
Our business depends upon earning and maintaining the trust and confidence of our customers, investors,stockholders and employees. Damage to our reputation could cause significant harm to our business. Harm to our reputation can arise from numerous sources, including employee misconduct, vendor nonperformance, cybersecurity breaches, compliance failures, litigation or governmental investigations, among other things. In addition, a failure to deliver appropriate standards of service, or a failure or perceived failure to treat customers and clients fairly, can result in customer dissatisfaction, litigation, and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm to our reputation. Adverse publicity about West Bank, whether or not true, may also result in harm to our business. Should any events or circumstances that could undermine our reputation occur, there can be no assurance that any lost revenue from customers opting to move their business to another institution and the additional costs and expenses that we may incur in addressing such issues would not adversely affect our financial condition and results of operations.
We are subject to various legal claims and litigation.
We are periodically involved in routine litigation incidental to our business, including the litigation disclosed in Item 3 of this Form 10-K.business. Regardless of whether these claims and legal actions are founded or unfounded, if such legal actions are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the Company’s reputation. In addition, litigation can be costly. Any financial liability, litigation costs or reputational damage caused by these legal claims could have a material adverse impact on our business, financial condition and results of operations.
Employee, customer or third-party fraud could cause substantial losses.
West Bank's business involves financial assets. Financial assets are always potential targets for fraudulent activities. Employee, customer or third-party fraud could subject us to operational losses, regulatory sanctions, and could seriously harm our reputation. Misconduct by our employees, customers or third-parties could include unauthorized activities, improper or unauthorized activities on behalf of a customer, deceit or misappropriation. We maintain a system of internal controls and insurance coverage to mitigate operational risks; however, it is not always possible to prevent such misconduct. Should our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds our insurance limits, a fraud could have a material adverse affect on our business, results of operations, or financial conditions. Fraud does not even have to be aimed at West Bank to cause a loss. Losses are possible even where a customer is the victim of fraud or misappropriation if bank collateral is involved.
The soundness of other financial institutions could adversely affect us.
Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.
Customers may decide not to use banks to complete their financial transactions, which could result in a loss of income to us.
Technology and other changes are allowing customers to complete financial transactions using nonbanks that historically have involved banks at one or both ends of the transaction. For example, customers can now pay bills and transfer funds directly without going through a bank. The process of eliminating banks as intermediaries, known as disintermediation, could result in the loss of fee income as well as the loss of customer deposits.
We may experience difficulties in managing our growth.
As previously stated, we opened an office in Rochester, Minnesota. In the future, we may decide to expand into additional communities or attempt to strengthen our position in our current markets through opportunistic acquisitions of all or part of other financial institutions or related businesses that we believe provide a strategic fit with our business, or by opening new branches or loan production offices. To the extent that we undertake acquisitions or new office openings, we are likely to experience the effects of higher operating expense relative to operating income from the new operations, which may have an adverse effect on our overall levels of reported net income, return on average equity and return on average assets. Other effects of engaging in such growth strategies may include potential diversion of our management's time and attention and general disruption to our business.
To the extent that we grow through acquisitions or office openings, we cannot provide assurance that we will be able to adequately or profitably manage such growth. Acquiring other banks and businesses will involve risks similar to those commonly associated with new office openings, but may also involve additional risks. These additional risks include potential exposure to unknown or contingent liabilities of banks and businesses we acquire, exposure to potential asset quality issues of the acquired bank or related business, difficulty and expense of integrating the operations and personnel of banks and businesses we acquire, and the possible loss of key employees and customers of the banks and businesses we acquire.
Maintaining or increasing our market share may depend on lowering prices and the adoption of new products and services.
Our success depends, in part, on our ability to adapt our products and services to evolving industry standards. There is increased pressure to provide products and services at lower prices. Lower prices can reduce our net interest margin and revenues from our fee-based products and services. In addition, the widespread adoption of new technologies could require us to make substantial expenditures to modify or adapt our existing products and services. Also, these and other capital investments in our business may not produce expected growth in earnings anticipated at the time of the expenditure. We may not be successful in introducing new products and services, achieving market acceptance of our products and services, or developing and maintaining loyal customers.
The loss of the services of any of our senior executive officers or key personnel could cause our business to suffer.
Much of our success is due to our ability to attract and retain senior management and key personnel experienced in bank and financial services who are very involved in our market area communities.the communities we currently serve. Our continued success depends to a significant extent upon the continued services of relatively few individuals. In addition, our success depends in significant part upon our senior management's ability to develop and implement our business strategies. The loss of services of a few of our senior executive officers or key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition or results of operations, at least in the short term. In addition,
Risks Related to the Banking Industry in General and Community Banking in Particular
We may be materially and adversely affected by the highly regulated environment in which we operate.
We are subject to extensive federal and state regulation, supervision and examination. A more detailed description of the primary federal and state banking laws and regulations that affect us is contained in Item 1 of this Form 10-K in the section captioned “Supervision and Regulation.” Banking regulations are primarily intended to protect depositors’ funds, FDIC funds, customers and the banking system as a whole, rather than our success dependsstockholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things.
As a financial holding company, we are subject to extensive regulation and supervision and undergo periodic examinations by our regulators, who have extensive discretion and authority to prevent or remedy unsafe or unsound practices or violations of law by banks and financial holding companies. Failure to comply with applicable laws, regulations or policies could result in significant part uponsanctions by regulatory agencies, civil monetary penalties and/or damage to our senior management'sreputation, which could have a material adverse effect on us. Although we have policies and procedures designed to mitigate the risk of any such violations, there can be no assurance that such violations will not occur.
Current or proposed regulatory or legislative changes to laws applicable to the financial industry may impact the profitability of our business activities and may change certain of our business practices, including our ability to developoffer new products, obtain financing, attract deposits, make loans and implementachieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations in order to comply and could therefore also materially and adversely affect our business, strategies.financial condition and results of operations.
DisruptionWhile it is anticipated that the new presidential administration will not increase the regulatory burdens on community banks and may reduce some of infrastructure could adverselythe burdens associated with the implementation of the Dodd-Frank Act, the actual impact our operations.of the new administration is impossible to predict with any certainty at this time.
Our operations dependbusiness is subject to domestic and, to a lesser extent, international economic conditions and other factors, many of which are beyond our control and could materially and adversely affect us.
Our financial performance generally, and in particular the ability of customers to pay interest on and repay principal on outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment, not only in the markets where we operate, but also in the states of Iowa and Minnesota, generally, in the United States as a whole, and internationally. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.
While economic conditions in our technologicalmarkets, the states of Iowa and physical infrastructures, particularly those locatedMinnesota and the United States have generally improved since the recession, there can be no assurance that this improvement will continue or occur at our home office. Extended disruptiona meaningful rate. A return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our vital infrastructures due to fire, power loss, natural disaster, telecommunications failure, computer hackingloans and viruses, or other eventsinvestments, and our ongoing operations, costs and profitability. Such conditions could detrimentallymaterially and adversely affect our financial performance. We have developed disaster recovery plans to mitigate this risk but can make no assurances that these plans will be effective.
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate, and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The specific effects of such policies upon our business, financial condition and results of operations cannot be predicted.
Changes in interest rates could negatively impact our financial condition and results of operations.
Earnings in the banking industry, particularly the community bank segment, are substantially dependent on net interest income, which is the difference between interest earned on interest-earning assets (investments and loans) and interest paid on interest-bearing liabilities (deposits and borrowings). Interest rates are sensitive to many factors, including government monetary and fiscal policies and domestic and international economic and political conditions. During the last several years, interest rates have been at historically low levels. Near the end of 2015, the Federal Reserve raised the target federal funds rate range from 0 percent to 0.25 percent to a range of 0.25 percent to 0.50 percent. Near the end of 2016, the Federal Reserve again raised the target federal funds rate range from 0.25 percent to 0.50 percent to a range of 0.50 percent to 0.75 percent and has indicated that it will consider additional increases in 2017. If interest rates continue to increase, banks will experience competitive pressures to increase rates paid on deposits. Depending on competitive pressures, such deposit rate increases may increase faster than rates received on loans, which may reduce net interest income during the transition periods. Changes in interest rates could also influence our ability to originate loans and obtain deposits, the fair value of our financial assets and liabilities, and the average duration of our securities portfolio. Community banks, such as West Bank, rely more heavily than larger institutions on net interest income as a revenue source. Larger institutions generally have more diversified sources of noninterest income. See Item 7A of this Form 10-K for a discussion of the Company's interest rate risk management.
Technology is changing rapidly and may put us at a competitive disadvantage.
The banking industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. Effective use of technology increases efficiency and enables banks to better serve customers. Our future success depends, in part, on our ability to effectively implement new technology. Many of our larger competitors have substantially greater resources than we do to invest in technological improvements. As a result, they may be able to offer, or more quickly offer, additional or superior products that could put West Bank at a competitive disadvantage.
Risks Related to West Bancorporation's Common Stock
Our stock is relatively thinly traded.
Although our common stock is traded on the Nasdaq Global Select Market, the average daily trading volume of our common stock is relatively small compared to many public companies. The desired market characteristics of depth, liquidity, and orderliness require the substantial presence of willing buyers and sellers in the marketplace at any given time. In our case, this presence depends on the individual decisions of a relatively small number of investors and general economic and market conditions over which we have no control. Due to the relatively small trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause the stock price to fall more than would be justified by the inherent worth of the Company. Conversely, attempts to purchase a significant amount of our stock could cause the market price to rise above the reasonable inherent worth of the Company.
There
The stock market can be no assurances concerning continuing dividend payments.volatile, and fluctuations in our operating results and other factors could cause our stock price to decline.
The stock market has experienced, and may continue to experience, fluctuations that significantly impact the market prices of securities issued by many companies. Market fluctuations could adversely affect our stock price. These fluctuations have often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations, as well as general economic, systemic, political and market conditions, such as recessions, loss of investor confidence, interest rate changes, or international currency fluctuations, may negatively affect the market price of our common stock. Moreover, our operating results may fluctuate and vary from period to period due to the risk factors set forth herein. As a result, period-to-period comparisons should not be relied upon as an indication of future performance. Our common stockholders are only entitledstock price could fluctuate significantly in response to receive the dividends declared by our Board of Directors. In 2013, our Board declared a cash dividendimpact these risk factors have on our common stock in the first and second quarters of $0.10 per share, a dividend of $0.11 per share in the third and fourth quarters, and in January 2014 a dividend of $0.11 per common share was declared. Although we have historically paid quarterly dividends on our common stock, there can be no assurances that we will be able to continue to pay regular quarterly dividendsoperating results or that any dividends we do declare will be in any particular amount. The primary source of money to pay our dividends comes from dividends paid to the Company by West Bank. West Bank's ability to pay dividends to the Company is subject to, among other things, its earnings, financial condition and applicable regulations, which in some instances limit the amount that may be paid as dividends. In addition, the Company must pay any interest due on its junior subordinated debentures before it can issue a dividend on its common stock.position.
Issuing additional common or preferred stock may adversely affect the market price of our common stock, and capital may not be available when needed.
The Company may issue additional shares of common or preferred sharesstock in order to raise capital at some date in the future to support continued growth, either internally generated or through an acquisition. Common shares have been and will be issued through the Company's 2012 Equity Incentive Plan as grants of restricted stock units vest.vest, and may be issued through the Company's 2017 Equity Incentive Plan, subject to the future approval of such plan by the Company's stockholders. As additional shares of common or preferred stock are issued, the ownership interests of our existing stockholders may be diluted. The market price of our common stock might decline or fail to advanceincrease in response to issuing additional common or preferred shares.stock. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control. Accordingly, we cannot provide any assurance that we will be able to raise additional capital, if needed, at acceptable terms.
We are required to maintain capital to meet regulatory requirements, and if we fail to maintain sufficient capital, whether due to an inability to raise capital, operational losses, or otherwise, our financial condition, liquidity, and results of operations, as well as our ability to maintain regulatory compliance, would be adversely affected.
The Company and West Bank are required by federal and state regulatory authorities to maintain adequate levels of capital to support their operations, and the capital requirements imposed by the regulators will increase in the future with the implementation of the Basel III Rule. The ability to raise additional capital, when and if needed, will depend on conditions in the capital markets, economic conditions, and a number of other factors, including investor perceptions regarding the banking industry and market conditions, and governmental activities, many of which are outside of our control, as well as on our financial condition and performance. Accordingly, we cannot provide assurance that we will be able to raise additional capital, if needed, or on terms acceptable to us. Failure to meet these capital and other regulatory requirements could affect customer confidence, our ability to grow, the costs of funds, FDIC insurance costs, the ability to pay dividends on common stock and to make distributions on the junior subordinated debentures, the ability to make acquisitions, and the results of operations and financial condition.
The holders of our junior subordinated debentures have rights that are senior to those of our common stockholders.
As of December 31, 2013,2016, the Company had $20.6$20.6 million in junior subordinated debentures outstanding that were issued to the Company's subsidiary trust, West Bancorporation Capital Trust I. The junior subordinated debentures are senior to the Company's shares of common stock. As a result, the Company must make payments on the junior subordinated debentures (and the related trust preferred securities (TPS)) before any dividends can be paid on its common stock, and, in the event of the Company's bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of the common stock. The Company has the right to defer distributions on the junior subordinated debentures (and the related TPS) for up to five years during which time no dividends may be paid to holders of the Company's common stock. The Company's ability to pay future distributions depends upon the earnings of West Bank and the issuance of dividends from West Bank to the Company, which may be inadequate to service the obligations. Interest payments on the junior subordinated debentures underlying the TPS are classified as a “dividend” by the Federal Reserve supervisory policies and therefore are subject to applicable restrictions and approvals imposed by the Federal Reserve Board on the Company.Board.
Risks RelatedThere can be no assurances concerning continuing dividend payments.
Our common stockholders are only entitled to receive the dividends declared by our Board of Directors. Although we have historically paid quarterly dividends on our common stock, there can be no assurances that we will be able to continue to pay regular quarterly dividends or that any dividends we do declare will be in any particular amount. The primary source of money to pay our dividends comes from dividends paid to the Banking IndustryCompany by West Bank. West Bank's ability to pay dividends to the Company is subject to, among other things, its earnings, financial condition and applicable regulations, which in General and Community Banking in Particularsome instances limit the amount that may be paid as dividends.
We may be materially and adversely affected by the highly regulated environment in which we operate.
We are subjectrequired to extensivemaintain capital to meet regulatory requirements, and if we fail to maintain sufficient capital, whether due to an inability to raise capital, operational losses, or otherwise, our financial condition, liquidity and results of operations, as well as our ability to maintain regulatory compliance, could be adversely affected.
The Company and West Bank are required by federal and state regulation, supervision and examination. A more detailed descriptionregulatory authorities to maintain adequate levels of the primary federal and state banking laws and regulations that affect us is contained in the section of this Form 10-K captioned “Supervision and Regulation.” Banking regulations are primarily intendedcapital to protect depositors’ funds, FDIC funds, customers and the banking system as a whole, rather than our shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things.
As a bank holding company, we are subject to extensive regulation and supervision and undergo periodic examinations by our regulators, who have extensive discretion and authority to prevent or remedy unsafe or unsound practices or violations of law by banks and bank holding companies. Failure to complysupport their operations, which increased on January 1, 2015, with applicable laws, regulations or policies could result in sanctions by regulatory agencies, civil monetary penalties and/or damage to our reputation, which could have a material adverse effect on us. Although we have policies and procedures designed to mitigate the risk of any such violations, there can be no assurance that such violations will not occur.
The laws, regulations, rules, standards, policies and interpretations governing us are constantly evolving and may change significantly over time. For example, on July 21, 2010, the Dodd-Frank Act was signed into law, which significantly changed the regulation of financial institutions and the financial services industry. The Dodd-Frank Act, together with the regulations to be developed thereunder, includes provisions affecting large and small financial institutions alike, including several provisions that affect how community banks, thrifts and small bank and thrift holding companies will be regulated. In addition, the Federal Reserve, in recent years, has adopted numerous new regulations addressing banks’ overdraft and mortgage lending practices. Further, the CFPB was recently established, with broad powers to supervise and enforce consumer protection laws, and additional consumer protection legislation and regulatory activity is anticipated in the near future.
In July 2013, the U.S. federal banking authorities approved the implementation of the Basel III Rules.Rule. The Basel III Rules are applicable to all U.S. banks that are subject to minimum capital requirements as well as to bank and saving and loan holding companies, other than “small bank holding companies” (generally bank holding companies with consolidated assets of less than $500 million). The Basel III Rules not only increase most of the required minimum regulatory capital ratios, they introduce a new Common Equity Tier 1 Capital ratio and the concept of a capital conservation buffer. The Basel III Rules also expand the current definition of capital by establishing additional criteria that capital instruments must meet to be considered Additional Tier 1 Capital (i.e., Tier 1 Capital in addition to Common Equity) and Tier 2 Capital. A number of instruments that now generally qualify as Tier 1 Capital will not qualify, or their qualifications will change when the Basel III Rules are fully implemented. However, the Basel III Rules permit banking organizations with less than $15 billion in assets to retain, through a one-time election, the existing treatment for accumulated other comprehensive income, which currently does not affect regulatory capital. The Basel III Rules have maintained the general structure of the current prompt corrective action thresholds while incorporating the increased requirements, including the Common Equity Tier 1 Capital ratio. In order to be a “well-capitalized” depository institution under the new regime, an institution must maintain a Common Equity Tier 1 Capital ratio of 6.5% or more; a Tier 1 Capital ratio of 8% or more; a Total Capital ratio of 10.0% or more; and a leverage ratio of 5.0% or more. Institutions must also maintain a capital conservation buffer consisting of Common Equity Tier 1 Capital to avoid certain restrictions on dividends and compensation. Generally, financial institutions will become subject to the Basel III Rules on January 1, 2015 with a phase-in period through 2019 for many of the changes.
These provisions, as well as any other aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, may impact the profitability of our business activities and may change certain of our business practices, including our ability to offer new products, obtain financing, attract deposits, make loansraise additional capital, when and achieve satisfactory interest spreads and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operationsif needed, will depend on conditions in order to comply and could therefore also materially and adversely affect our business, financial condition and results of operations.
Our business is subject to domestic and, to a lesser extent, internationalthe capital markets, economic conditions, and a number of other factors, including investor perceptions regarding the banking industry and market conditions, and governmental activities, many of which are beyondoutside of our control, and could materially and adversely affect us.
Our financial performance generally, and in particular the ability of customers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment not only in the markets where we operate, but also in the states of Iowa and Minnesota generally and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.
Overall, although showing signs of improvement, the business environment in recent years was unfavorable for many households and businesses in the United States. While economic conditions in our market, the states of Iowa and Minnesota and the United States have generally improved since the recession, there can be no assurance that this improvement will continue or occur at a meaningful rate. A return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Such conditions could materially and adversely affect us.
Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate, and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.
Changes in interest rates could negatively impact our financial condition and results of operations.
Earnings in the banking industry, particularly the community bank segment, are substantially dependentperformance. Accordingly, we cannot provide assurance that we will be able to raise additional capital, if needed, or on net interest income, which is the difference between interest earned on interest-earning assets (investmentsterms acceptable to us. Failure to meet these capital and loans) and interest paid on interest-bearing liabilities (deposits and borrowings). Interest rates are sensitive to many factors, including government monetary and fiscal policies and domestic and international economic and political conditions. During the last few years, interest rates have been at historically low levels. If interest rates increase, banks will experience competitive pressures to increase rates paid on deposits. Depending on competitive pressures, such deposit rate increases may increase faster than rates received on loans, which may reduce net interest income during the transition periods. Changes in interest ratesother regulatory requirements could also influenceaffect customer confidence, our ability to originate loansgrow, the costs of funds, FDIC insurance costs, the ability to pay dividends on common stock and obtain deposits,to make distributions on the fair value of our financial assets and liabilities,junior subordinated debentures, the ability to make acquisitions, the ability to make certain discretionary bonus payments to executive officers, and the average durationresults of our securities portfolio. Community banks, such as West Bank, rely more heavily on net interest income than do larger institutions that have additional non-lending sources of income. Interest rates also have a significant impact on the Company's earnings on the sales of residential mortgage originations sold into the secondary market. Sudden interest rate increases can potentially cause significant losses on residential mortgage loans which the Company has held for sale.
Technological advances.
The banking industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. Effective use of technology increases efficiency and enables banks to better serve customers. Our future success depends, in part, on our ability to effectively implement new technology. Many of our larger competitors have substantially greater resources than we do to invest in technological improvements. As a result, they may be able to offer, or more quickly offer, additional or superior products that put West Bank at some competitive disadvantage.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved comments from the SEC staff.
ITEM 2. PROPERTIES
The Company is located in the main office building of West Bank, at 1601 22nd Street in West Des Moines, Iowa. The headquarters location is leased. West Bank rents approximately 22,400 square feet in the building and pays annual rent of approximately $469,000 for its headquarters, including a full-service bank location that includes drive-up facilities, one automated teller machine and one automatedintegrated teller machine. In addition to its main office and headquarters, as of December 31, 2016, West Bank also leasesleased bank buildings and space for ninesix other branch offices (seven in the Des Moines, Iowa, metrometropolitan area one in Coralville, Iowa and one in Rochester, Minnesota) and for operational departments. TheThree offices are full-service locations with drive-up facilities and an automated teller machines, except for themachine. The other three offices in Coralville, Iowawere converted to drive-up only, express locations during 2016 and Rochester, Minnesota, which do not haveoffer drive-up services and an automated teller machines or drive-up facilities.machine. Annual lease payments for these ninesix offices and the space for operatingoperational departments total approximately $1,256,000.$923,000. The Company owns twofour full-service banking locations in Iowa City, Coralville and is in the process of constructing a new full-service office in Coralville,Waukee, Iowa, that will replace the office that the Company is currently leasing. In January 2014, the Company purchased land inand Rochester, Minnesota with the intent, subject to regulatory approval, to build a full-service facility in 2015.Minnesota. We believe each of our facilities is adequate to meet our needs.
ITEM 3. LEGAL PROCEEDINGS
On September 29, 2010, West Bank was sued in a purported class action lawsuit that, as amended, asserts nonsufficient funds fees charged by West Bank to Iowa resident noncommercial customers on bank debit card transactions, but not checks or Automated Clearing House items, are usurious under Iowa law, rather than allowable fees, and that the sequence in which West Bank formerly posted items for payment in consumer demand accounts violated various alleged duties of good faith. As West Bank understands the current claims, plaintiffs are seeking alternative remedies that include injunctive relief, damages (including treble damages), punitive damages, refund of fees, and attorney fees. The case is currently being brought by Darla and Jason T. Legg, on behalf of themselves and all others similarly situated, in the Iowa District Court for Polk County, Iowa. West Bank believes the lawsuit allegations are incorrect both factually and legally in multiple ways and is vigorously defending the action. Substantial discovery has been completed. West Bank has filed three motions for summary judgment and the plaintiffs have filed a motion for class certification. Hearings were held on all motions in early January 2014. West Bank expects rulings on all of the motions during the next few months. The Iowa Rules of Civil Procedure provide a right to appeal an order certifying or refusing to certify an action as a class action to the Iowa Supreme Court. The summary judgment issues would also likely be considered in any such appeal. If an appeal related to the pending motions is taken, it will not be completed in 2014. The amount of potential loss, if any, cannot be reasonably estimated now because the multiple alternative claims involve different time periods and present different defenses related to potential liability, class certification and damages.
Except as described above, neitherNeither the Company nor West Bank are partiesis party to any material pending legal proceedings, other than ordinary litigation incidental to West Bank's business, and no property of these entities is the subject of any such proceeding. The Company does not know of any proceedingproceedings contemplated by a governmental authority against the Company or West Bank.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
West Bancorporation common stock is traded on the Nasdaq Global Select Market under the symbol “WTBA.” The table below shows the high and low sale prices and cash dividends on common stock declared for each quarter, and the closing price at the end of each quarter, in 20132016 and 20122015. The market quotations, reported by Nasdaq, do not include retail markup, markdown or commissions.
|
| | | | | | | | | | | |
| Market and Dividend Information | | | | | |
| | High | | Low | | Dividends |
| 2013 | | | | | |
| 4th quarter | $ | 16.64 |
| | $ | 13.34 |
| | $ | 0.11 |
|
| 3rd quarter | 14.50 |
| | 11.74 |
| | 0.11 |
|
| 2nd quarter | 12.27 |
| | 10.10 |
| | 0.10 |
|
| 1st quarter | 11.72 |
| | 10.46 |
| | 0.10 |
|
| | | | | | |
| 2012 | | | | | |
| 4th quarter | $ | 12.29 |
| | $ | 9.75 |
| | $ | 0.10 |
|
| 3rd quarter | 12.35 |
| | 9.38 |
| | 0.10 |
|
| 2nd quarter | 10.22 |
| | 9.02 |
| | 0.08 |
|
| 1st quarter | 10.46 |
| | 8.71 |
| | 0.08 |
|
|
| | | | | | | | | | | | | | | |
| Market and Dividend Information | | | | | | | |
| | High | | Low | | Close | | Dividends |
| 2016 | | | | | | | |
| 4th Quarter | $ | 25.05 |
| | $ | 18.75 |
| | $ | 24.70 |
| | $ | 0.17 |
|
| 3rd Quarter | 20.52 |
| | 17.65 |
| | 19.60 |
| | 0.17 |
|
| 2nd Quarter | 19.65 |
| | 17.33 |
| | 18.59 |
| | 0.17 |
|
| 1st Quarter | 19.58 |
| | 16.04 |
| | 18.23 |
| | 0.16 |
|
| | | | | | | | |
| 2015 | | | | | | | |
| 4th Quarter | $ | 21.09 |
| | $ | 17.74 |
| | $ | 19.75 |
| | $ | 0.16 |
|
| 3rd Quarter | 20.99 |
| | 17.67 |
| | 18.75 |
| | 0.16 |
|
| 2nd Quarter | 20.46 |
| | 17.98 |
| | 19.84 |
| | 0.16 |
|
| 1st Quarter | 19.94 |
| | 16.00 |
| | 19.89 |
| | 0.14 |
|
There were 216194 holders of record of the Company's common stock as of February 20, 2014,17, 2017, and an estimated 2,0002,400 additional beneficial holders whose stock was held in street name by brokerage houses.brokerages or fiduciaries. The closing price of the Company's common stock was $14.60$23.10 on February 20, 2014.17, 2017.
In the aggregate, cash dividends paid to common stockholders in 20132016 and 20122015 were $0.420.67 and $0.360.62 per common share, respectively. Dividend declarations are evaluated and determined by the Board of Directors on a quarterly basis, and the dividends are paid quarterly. The ability of the Company to pay dividends in the future will depend primarily upon the earnings of West Bank and its ability to pay dividends to the Company.
The ability of West Bank to pay dividends is governed by various statutes. These statutes provide that no bank shall declare or pay any dividends in an amount greater than its retained earnings without approval from governing regulatory bodies. In addition, applicable bank regulatory authorities have the power to require any bank to suspend the payment of dividends until the bank complies with all requirements that may be imposed by such authorities.
On June 4, 2013 the Company entered into an agreement to repurchase 1,440,592 shares of its common stock from American Equity Investment Life Holding Company and American Equity Life Insurance Company. The shares represented 8.27 percent of the total outstanding common shares of the Company as of that date. The purchase took place on June 5, 2013 at a price of $10.95 per share. The repurchased shares were canceled, thus reducingIn April 2016, the Company's total issuedstock repurchase plan expired and outstanding common shares. The repurchase was financed with a $16.0 million loan.
In July 2013,not renewed by the Board of Directors approved a stock repurchase plan. Management was authorized to purchase up to $2 million of the Company's common stock within a nine-month period ending April 24, 2014. The authorization does not require such purchases and is subject to certain restrictions. Shares of Company common stock may be repurchased on the open market or in privately negotiated transactions. The extent to which the shares are repurchased and the timing of such repurchase will depend on market conditions and other corporate considerations.Directors. No shares havehad been repurchased during 2016 under this authorization as of February 20, 2014.
The following performance graph provides information regarding the cumulative, five-year return (loss) on an indexed basis of the common stock of the Company as compared with the Nasdaq Composite Index and the SNL Midwest Bank Index prepared by SNL Financial LC of Charlottesville, Virginia.S&P Global Market Intelligence. The latter index reflects the performance of bank holding companies operating principally in the Midwest as selected by SNL Financial.S&P Global Market Intelligence. The indices assume the investment of $100 on December 31, 2008,2011, in the common stock of the Company, the Nasdaq Composite Index and the SNL Midwest Bank Index, with all dividends reinvested. The Company's common stock price performance shown in the following graph is not indicative of future stock price performance.
|
|
| WEST BANCORPORATION, INC. |
| | | | Period Ending | Period Ending |
| Index | 12/31/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011 | 12/31/2012 | 12/31/2013 | 12/31/2011 | 12/31/2012 | 12/31/2013 | 12/31/2014 | 12/31/2015 | 12/31/2016 |
| West Bancorporation, Inc. | 100.00 |
| 40.65 |
| 64.67 |
| 81.08 |
| 94.55 |
| 143.59 |
| 100.00 |
| 116.61 |
| 177.09 |
| 196.92 |
| 236.01 |
| 306.14 |
|
| NASDAQ Composite | 100.00 |
| 145.36 |
| 171.74 |
| 170.38 |
| 200.63 |
| 281.22 |
| |
| Nasdaq Composite | | 100.00 |
| 117.45 |
| 164.57 |
| 188.84 |
| 201.98 |
| 219.89 |
|
| SNL Midwest Bank | 100.00 |
| 84.75 |
| 105.24 |
| 99.40 |
| 119.64 |
| 163.80 |
| 100.00 |
| 120.36 |
| 164.78 |
| 179.14 |
| 181.86 |
| 242.99 |
|
*Source: SNL Financial LC, Charlottesville, VA.S&P Global Market Intelligence. Used with permission. All rights reserved.
ITEM 6. SELECTED FINANCIAL DATA |
| | | | | | | | | | | | | | | | | | | | |
| West Bancorporation, Inc. and Subsidiary | | | | | | | | | | |
| Selected Financial Data | | | | | | | | | | |
| | | Years Ended December 31 |
| (in thousands, except per share amounts) | | 2013 | | 2012 | | 2011 | | 2010 | | 2009 |
| Operating Results | | | | | | | | | | |
| Interest income | | $ | 52,741 |
| | $ | 50,662 |
| | $ | 53,319 |
| | $ | 61,143 |
| | $ | 67,730 |
|
| Interest expense | | 7,058 |
| | 9,464 |
| | 11,917 |
| | 19,023 |
| | 26,636 |
|
| Net interest income | | 45,683 |
| | 41,198 |
| | 41,402 |
| | 42,120 |
| | 41,094 |
|
| Provision for loan losses | | (850 | ) | | 625 |
| | 550 |
| | 6,050 |
| | 24,500 |
|
| Net interest income after provision for loan losses | | 46,533 |
| | 40,573 |
| | 40,852 |
| | 36,070 |
| | 16,594 |
|
| Noninterest income | | 8,503 |
| | 10,994 |
| | 9,361 |
| | 10,387 |
| | 8,904 |
|
| Noninterest expense | | 30,825 |
| | 28,792 |
| | 28,873 |
| | 27,744 |
| | 37,905 |
|
| Income (loss) before income taxes | | 24,211 |
| | 22,775 |
| | 21,340 |
| | 18,713 |
| | (12,407 | ) |
| Income taxes (benefits) | | 7,320 |
| | 6,764 |
| | 6,072 |
| | 5,330 |
| | (7,356 | ) |
| Income (loss) from continuing operations | | 16,891 |
| | 16,011 |
| | 15,268 |
| | 13,383 |
| | (5,051 | ) |
| Loss from discontinued operations before income taxes | | — |
| | — |
| | — |
| | — |
| | (10,262 | ) |
| Income tax (benefits) | | — |
| | — |
| | — |
| | — |
| | (696 | ) |
| Loss from discontinued operations | | — |
| | — |
| | — |
| | — |
| | (9,566 | ) |
| Net income (loss) | | 16,891 |
| | 16,011 |
| | 15,268 |
| | 13,383 |
| | (14,617 | ) |
| Preferred stock dividends and accretion of discount | | — |
| | — |
| | (2,387 | ) | | (2,284 | ) | | (2,276 | ) |
| Net income (loss) available to common stockholders | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 12,881 |
| | $ | 11,099 |
| | $ | (16,893 | ) |
| | | | | | | | | | | |
| Dividends and Per Share Data | | | | | | | | | | |
| Cash dividends | | $ | 6,995 |
| | $ | 6,265 |
| | $ | 2,959 |
| | $ | 870 |
| | $ | 1,566 |
|
| Cash dividends per common share | | 0.42 |
| | 0.36 |
| | 0.17 |
| | 0.05 |
| | 0.09 |
|
| Basic earnings (loss) per common share | | 1.02 |
| | 0.92 |
| | 0.74 |
| | 0.64 |
| | (0.97 | ) |
| Diluted earnings (loss) per common share | | 1.02 |
| | 0.92 |
| | 0.74 |
| | 0.64 |
| | (0.97 | ) |
| Average common shares outstanding | | 16,582 |
| | 17,404 |
| | 17,404 |
| | 17,404 |
| | 17,404 |
|
| | | | | | | | | | | |
| Year End and Average Balances | | | | | | | | | | |
| Total assets | | $ | 1,442,404 |
| | $ | 1,448,175 |
| | $ | 1,269,524 |
| | $ | 1,305,463 |
| | $ | 1,575,054 |
|
| Average assets | | 1,445,773 |
| | 1,326,408 |
| | 1,295,313 |
| | 1,558,461 |
| | 1,618,557 |
|
| Investment securities | | 357,067 |
| | 304,103 |
| | 294,497 |
| | 267,537 |
| | 351,269 |
|
| Loans, including held for sale | | 993,950 |
| | 930,764 |
| | 843,048 |
| | 893,101 |
| | 1,021,042 |
|
| Allowance for loan losses | | (13,791 | ) | | (15,529 | ) | | (16,778 | ) | | (19,087 | ) | | (19,126 | ) |
| Deposits | | 1,163,842 |
| | 1,134,576 |
| | 957,373 |
| | 972,072 |
| | 1,246,617 |
|
| Long-term borrowings | | 131,946 |
| | 114,509 |
| | 125,619 |
| | 125,619 |
| | 145,619 |
|
| Stockholders' equity | | 123,625 |
| | 134,587 |
| | 123,451 |
| | 145,436 |
| | 133,059 |
|
| Average stockholders' equity | | 127,789 |
| | 129,795 |
| | 135,520 |
| | 141,079 |
| | 143,163 |
|
| | | | | | | | | | | |
| Performance Ratios | | | | | | | | | | |
| Equity to assets ratio (average equity divided by average | | | | | | | | | | |
| assets) | | 8.84 | % | | 9.79 | % | | 10.46 | % | | 9.05 | % | | 8.85 | % |
| Return on assets (net income (loss) divided by average assets) | | 1.17 | % | | 1.21 | % | | 1.18 | % | | 0.86 | % | | (0.90 | )% |
| Return on equity (net income (loss) divided by average | | | | | | | | | | |
| equity) | | 13.22 | % | | 12.34 | % | | 11.27 | % | | 9.49 | % | | (10.21 | )% |
| Texas ratio (total nonperforming assets divided by tangible | | | | | | | | | | |
| common equity plus the allowance for loan losses) | | 7.69 | % | | 11.25 | % | | 16.33 | % | | 25.76 | % | | 44.91 | % |
| Efficiency ratio (noninterest expense (excluding other real | | | | | | | | | | |
| estate owned expense, goodwill impairment and | | | | | | | | | | |
| discontinued operations) divided by noninterest income | | | | | | | | | | |
| (excluding net securities gains and net impairment losses | | | | | | | | | | |
| plus tax-equivalent net interest income) | | 52.55 | % | | 50.83 | % | | 49.27 | % | | 47.28 | % | | 45.30 | % |
| Dividend payout ratio (common dividends paid divided by | | | | | | | | | | |
| net income (loss) available to common stockholders) | | 41.41 | % | | 39.13 | % | | 22.97 | % | | 7.84 | % | | NM |
|
| | | | | | | | | | | |
| NM - not meaningful | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | |
| West Bancorporation, Inc. and Subsidiary | | | | | | | | | | |
| Selected Financial Data | | | | | | | | | | |
| | | As of and for the Years Ended December 31 |
| (in thousands, except per share amounts) | | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| Operating Results | | | | | | | | | | |
| Interest income | | $ | 64,994 |
| | $ | 60,147 |
| | $ | 55,301 |
| | $ | 52,741 |
| | $ | 50,662 |
|
| Interest expense | | 7,876 |
| | 5,993 |
| | 6,156 |
| | 7,058 |
| | 9,464 |
|
| Net interest income | | 57,118 |
| | 54,154 |
| | 49,145 |
| | 45,683 |
| | 41,198 |
|
| Provision for loan losses | | 1,000 |
| | 850 |
| | 750 |
| | (850 | ) | | 625 |
|
| Net interest income after provision for loan losses | | 56,118 |
| | 53,304 |
| | 48,395 |
| | 46,533 |
| | 40,573 |
|
| Noninterest income | | 7,982 |
| | 8,203 |
| | 10,296 |
| | 8,494 |
| | 10,869 |
|
| Noninterest expense | | 31,148 |
| | 30,068 |
| | 32,002 |
| | 30,816 |
| | 28,667 |
|
| Income before income taxes | | 32,952 |
| | 31,439 |
| | 26,689 |
| | 24,211 |
| | 22,775 |
|
| Income taxes | | 9,936 |
| | 9,697 |
| | 6,649 |
| | 7,320 |
| | 6,764 |
|
| Net income | | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
| | $ | 16,891 |
| | $ | 16,011 |
|
| | | | | | | | | | | |
| Dividends and Per Share Data | | | | | | | | | | |
| Cash dividends | | $ | 10,800 |
| | $ | 9,952 |
| | $ | 7,842 |
| | $ | 6,995 |
| | $ | 6,265 |
|
| Cash dividends per common share | | 0.67 |
| | 0.62 |
| | 0.49 |
| | 0.42 |
| | 0.36 |
|
| Basic earnings per common share | | 1.43 |
| | 1.35 |
| | 1.25 |
| | 1.02 |
| | 0.92 |
|
| Diluted earnings per common share | | 1.42 |
| | 1.35 |
| | 1.25 |
| | 1.02 |
| | 0.92 |
|
| Closing stock price per common share | | 24.70 |
| | 19.75 |
| | 17.02 |
| | 15.82 |
| | 10.78 |
|
| Book value per common share | | 10.25 |
| | 9.49 |
| | 8.75 |
| | 7.74 |
| | 7.73 |
|
| Average common shares outstanding | | 16,117 |
| | 16,050 |
| | 16,004 |
| | 16,582 |
| | 17,404 |
|
| | | | | | | | | | | |
| Year End and Average Balances | | | | | | | | | | |
| Total assets | | $ | 1,854,204 |
| | $ | 1,748,396 |
| | $ | 1,615,566 |
| | $ | 1,442,111 |
| | $ | 1,447,901 |
|
| Average assets | | 1,806,250 |
| | 1,675,652 |
| | 1,512,506 |
| | 1,445,773 |
| | 1,326,408 |
|
| Investment securities | | 319,794 |
| | 384,420 |
| | 339,208 |
| | 357,067 |
| | 304,103 |
|
| Loans | | 1,399,870 |
| | 1,246,688 |
| | 1,184,045 |
| | 991,720 |
| | 927,401 |
|
| Allowance for loan losses | | (16,112 | ) | | (14,967 | ) | | (13,607 | ) | | (13,791 | ) | | (15,529 | ) |
| Deposits | | 1,546,605 |
| | 1,440,729 |
| | 1,270,462 |
| | 1,163,842 |
| | 1,134,576 |
|
| Long-term borrowings | | 125,410 |
| | 127,175 |
| | 129,916 |
| | 131,653 |
| | 114,235 |
|
| Stockholders' equity | | 165,376 |
| | 152,377 |
| | 140,175 |
| | 123,625 |
| | 134,587 |
|
| Average stockholders' equity | | 160,420 |
| | 146,089 |
| | 131,924 |
| | 127,789 |
| | 129,795 |
|
| | | | | | | | | | | |
| Performance Ratios | | | | | | | | | | |
| Average equity to average assets ratio | | 8.88 | % | | 8.72 | % | | 8.72 | % | | 8.84 | % | | 9.79 | % |
| Return on average assets | | 1.27 | % | | 1.30 | % | | 1.32 | % | | 1.17 | % | | 1.21 | % |
| Return on average equity | | 14.35 | % | | 14.88 | % | | 15.19 | % | | 13.22 | % | | 12.34 | % |
| Efficiency ratio* | | 46.03 | % | | 46.30 | % | | 49.93 | % | | 52.55 | % | | 50.83 | % |
| Texas ratio* | | 0.56 | % | | 0.87 | % | | 2.71 | % | | 7.69 | % | | 11.25 | % |
| Net interest margin | | 3.49 | % | | 3.59 | % | | 3.59 | % | | 3.48 | % | | 3.42 | % |
| Dividend payout ratio | | 46.92 | % | | 45.77 | % | | 39.13 | % | | 41.41 | % | | 39.13 | % |
| Dividend yield | | 2.71 | % | | 3.14 | % | | 2.88 | % | | 2.65 | % | | 3.34 | % |
Average equity to average assets ratio - average equity divided by average assets.
Return on average assets - net income divided by average assets.
Return on average equity - net income divided by average equity.
Efficiency ratio - noninterest expense (excluding other real estate owned expense) divided by noninterest income (excluding net securities gains, net impairment losses and gains/losses on disposition of premises and equipment) plus tax-equivalent net interest income.
Texas ratio - total nonperforming assets divided by tangible common equity plus the allowance for loan losses.
Net interest margin - tax-equivalent net interest income divided by average interest-earning assets.
Dividend payout ratio - dividends paid to common stockholders divided by net income.
Dividend yield - dividends per share paid to common stockholders divided by closing year-end stock price.
* A lower ratio is better.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, except per share amounts)
INTRODUCTION
The Company's 2013 net income improved by 5.5 percent in comparison to 2012. The Company's 20132016 net income was $16,891$23,016 compared to $16,011$21,742 in 2012. On a2015, an increase of 5.9 percent. Annual earnings for 2016 represented the highest annual earnings in the 123-year history of the Company. Basic and diluted earnings per common share basis, earningsfor 2016 improved to $1.02$1.43 and $1.42, respectively, from $0.92, or 10.9 percent. This was higher than the increase$1.35 and $1.35, respectively, in earnings due to the June 2013 repurchase and cancellation of 1,440,592 shares from our then largest shareholder. We earned 1.17 percent on average assets in 2013 compared to 1.21 percent in 2012. The return on average equity (ROE) increased during 2013 to 13.22 percent from 12.34 percent in 2012.2015. During 2013,2016, we paid our common stockholders $6,995$10,800 ($0.420.67 per common share) in dividends compared to $6,265$9,952 ($0.360.62 per common share) in 2012.2015. The dividend declared and paid in the first quarter of 20142017 was $0.11$0.17 per common share.share, the same amount as paid in the fourth quarter of 2016.
In 2012, we beganThe increase in 2016 net income compared to 2015 was primarily due to a program$2,964, or 5.5 percent, increase in net interest income. The growth in net interest income was primarily the result of strong loan growth. The Company also recognized tax-exempt gain from bank-owned life insurance of $443 in 2016 due to the losses of a colleague and a former employee. Our 2016 results were also impacted by a $150 increase in the provision for loan losses compared to 2015. Additionally, noninterest expense grew by 3.6 percent between 2016 and 2015.
Our loan portfolio grew to $1,399,870 as of December 31, 2016, from $1,246,688 at the end of 2015. Deposits increased to $1,546,605 as of December 31, 2016, from $1,440,729 as of December 31, 2015. The growth in both was the result of our bankers working with existing customers to provide them with additional products and services, as well as business development efforts targeted at new clients. Our loan portfolio continues to have a high level of credit quality. As indicated by the year-end Texas ratio, nonperforming assets declined further in 2016 compared to 2015. As shown in the table below, our ratio was significantly better than that of any financial instituion in our defined peer group.
The Company has a quantitative peer analysis program in place for evaluating Companyour results. At the beginningThe group of 2013, we identified a set of 16 Midwestern, publicly traded, peer financial institutions against which we compared our performance each quarter, but two companies were acquired in the fourth quarter of 2013. Our remaining peer group consistsconsisted of BankFinancial Corporation, BaylakeFarmers Capital Bank Corporation, First Business Financial Services, Inc., First Defiance Financial Corp., Firstbank Corporation, First Mid-Illinois Bancshares, Inc., Hills Bancorporation, Horizon Bancorp, Isabella Bank Corporation, Macatawa Bank Corporation, Mercantile Bank Corporation, MidWestOne Financial Group, Inc., MutualFirst Financial, Inc., NASB Financial,Nicolet Bankshares, Inc., Pulaski Financial Corp. andPeoples Bancorp, QCR Holdings, Inc., Southwest Bancorp and Waterstone Financial, Inc. The members of the peer group are selected based on their business focus, scope and location of operations, size and other considerations. The Company is in the middle of the group in terms of asset size. The group is periodically reviewed, with changes made primarily to reflect merger and acquisition activity. Our goal is to perform at or near the top of thosethese peers relative to what we consider to be four key metrics: return on average equity,assets (ROA), return on average assets,equity (ROE), efficiency ratio and Texas ratio. We believe these measures encompass the factors that define the performance of a community bank. ThroughWhen contrasted with the peer group's metrics for the nine months ended September 30, 2013, we ranked2016 (latest data available), the Company's metrics for the year ended December 31, 2016 were better than those of each company in the top 25 percent of our defined peer group as shown in the table below, except for each of these measures.two peers that had a higher ROA. We expect that trend to have continued through the end of 2013. Our Company was named a "Sm-All Star" for the second year in a row by the investment banking firm Sandler O'Neill + Partners (SOP). According to financial criteria defined by SOP, we are one of the top 31 small cap publicly traded bank holding companies in the United States. For purposes of this analysis, small cap companies are those with a market value between $25 million and $2.5 billion.2016.
|
| | | |
| West Bancorporation, Inc. | | Peer Group Range |
| Year ended December 31, 2016 | | Nine months ended September 30, 2016 |
| Return on average assets | 1.27% | | 0.46% - 1.45% |
| Return on average equity | 14.35% | | 3.34% - 10.49% |
| Efficiency ratio* | 46.03% | | 54.50% - 75.30% |
| Texas ratio* | 0.56% | | 4.02% - 22.98% |
* A lower ratio is better. | | | |
The Texas ratio, which is the ratioBased on Nasdaq market quotations of nonperforming assets to tangible capital plus the allowance for loan losses, improved to 7.69 percent as of December 31, 2013, compared to 11.25 percent as of December 31, 2012. These are both significant improvements from the 44.91 percent reported as of the end of 2009. The continued decline was the result of additional reductions in the level of nonperforming assets, as resources were devoted to collection and disposal of these assets. With a lower level of nonperforming assets, management has been able to concentrate on business development.
Net interest income increased to $45,683 in 2013 compared to $41,198 in 2012, primarily due to higher volumes of earning assets. An improvement in credit quality within the loan portfolio resulted in a negative provision for loan losses in 2013 of $850 compared to expense of $625 in 2012. Noninterest income declined by $2,491, primarily due to a decline in gains and fees on sales of residential mortgages. Noninterest expense increased by $2,033 in 2013 compared to 2012 because of higher salary and benefit costs. Our efficiency ratio increased slightly to 52.55 percent for 2013 from 50.83 percent in 2012.
Our loan portfolio grew 6.9 percent to $991,720 as of December 31, 2013 from $927,401 at the end of 2012, with approximately half of the growth occurring in the fourth quarter. Deposits increased 2.6 percent by the end of 2013 compared to the end of 2012. Both of these happened as a result of developing new relationships and strengthening existing relationships.
We have strong capital resources, and the U.S. economy appears to be slowly improving. Ourour closing stock prices, our stock price increased approximately 46.825.0 percent from the end of 20122015 to the end of 20132016, and our. Our earnings outlook is positive.
We expect the unusually low interest rate environment to continue in the current year,positive, and we will continue to carefully review strategies aimed at maintaining or improving our net interest margin.have strong capital resources. We anticipate the Company will be profitable in 20142017 at a level that compares favorably with our peers. The amount of our future profit will depend, in large part, on our ability to continue to grow the loan portfolio, the amount of loan losses we incur, fluctuations in market interest rates and our ability to grow the loan portfolio.strength of the local and national economy.
The following discussion describes the consolidated operations of the Company, including West Bank, West Bank's wholly-owned subsidiary WB Funding Corporation (which owns an interest in SmartyPig, LLC), and West Bank's 99.99 percent owned subsidiary ICD IV, LLC (a community development entity), and the Company's financial condition as of December 31, 2013.
(dollars in thousands, except per share amounts)
The following discussion describes the consolidated operations and financial condition of the Company, including West Bank and West Bank's wholly-owned subsidiary WB Funding Corporation (which owned an interest in a limited liability company that was sold in the fourth quarter of 2015). Results of operations for the year ended December 31, 2016 are compared to the results for the year ended December 31, 2015, results of operations for the year ended December 31, 2015 are compared to the results for the year ended December 31, 2014, and the consolidated financial condition of the Company as of December 31, 2016 is compared to December 31, 2015.
CRITICAL ACCOUNTING POLICIES
This report is based on the Company's audited consolidated financial statements, which have been prepared in accordance with generally accepted accounting policies (GAAP).U.S. GAAP established by the FASB. The financial information contained in these statements is based on the financial effects of transactions and events that have already occurred. However, the preparation of thesethe Company's financial statements requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenuesincome and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The Company's significant accounting policies are described in the Notes to Consolidated Financial Statements. Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified its most critical accounting policies to be those related to asset impairment judgments, including fair value and other than temporary impairment (OTTI) of available for sale investment securities and the allowance for loan losses and the valuation of other real estate owned.losses.
Investment securities available for sale are reported at fair value, with unrealized gains and losses reported as a separate component of accumulated other comprehensive income (loss), net of deferred income taxes. The Company evaluates each of its investment securities whose value has declined below amortized cost to determine whether the decline in fair value is OTTI. TheWhen determining whether an investment portfoliosecurity is evaluated for OTTI, by segregating the portfolio into two segments and applying the appropriate OTTI model. Investment securities classified as available for sale are generally evaluated for OTTI under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interests in securitized financial assets, including asset-backed securities and collateralized debt obligations, that had credit ratings of below AA at the time of purchase are evaluated using the model outlined in FASB ASC 325, Beneficial Interests in Securitized Financial Assets.
In determining OTTI under the FASB ASC 320 model, the review takes into considerationmanagement assesses the severity and duration of the decline in fair value, the length of time expected for recovery, the financial condition of the issuer and other qualitative factors, as well as whetherwhether: (a) it has the Company intends to sell the debt security or whether it is more likely than not the Company will be required to sell the debt security before its anticipated recovery.
Under the FASB ASC 325 model for the second segment of the portfolio, the Company compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.
When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether the Company intendsintent to sell the security, or whetherand (b) it is more likely than not that it will be required to sell the security before recoveryprior to its anticipated recovery. In instances when a determination is made that an OTTI exists but management does not intend to sell the security and it is not more likely than not that it will be required to sell the security prior to its anticipated repayment or maturity, the OTTI is separated into: (a) the amount of its amortized cost basis.the total OTTI related to a decrease in cash flows expected to be collected from the security (the credit loss); and (b) the amount of the total OTTI related to all other factors. The amount of the total OTTI related to the credit loss is recognized as a charge to earnings. The amount of the total OTTI related to all other factors is recognized in other comprehensive income. If the Company intends to sell or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, the OTTI is recognized in earnings equal to the entire difference between the investment'sinvestment’s amortized cost basis and its fair value atas of the balance sheet date. If the Company does not intend to sell the security and it is not more likely than not that it will be required to sell before recovery of its amortized cost basis, the OTTI is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected, using the original yield as the discount rate, and is recognized in earnings. The amount of the total OTTI related to other factors is recognized in other comprehensive income (loss), net of applicable taxes. The previous amortized cost basis less the OTTI recognized in earnings becomes the new amortized cost basis of the investment. The assessment of whether an OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to management at the time.
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 collectability 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 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. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or the other factors relied upon.considered. To the extent that actual results differ from forecasts and management's judgment, the allowance for loan losses may be greater or less than future charge-offs.
(dollars in thousands, except per share amounts)
Other real estate owned (OREO) includes real estate properties acquired through or in lieu of foreclosure. Properties are initially recorded at fair value less estimated selling costs at the date of foreclosure thus establishing a new cost basis. Fair value is determined by management by obtaining appraisals or other market value information at least annually. Any write-downs in value at the acquisition date are charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management by obtaining updated appraisals or other market information. Any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the updated fair value less estimated selling cost. Net costs related to the holding of properties are included in noninterest expense.
RESULTS OF OPERATIONS - 20132016 COMPARED TO 2012
2015
OVERVIEW
Key performance measures of our 2016 operations compared to 2015 included:
ROA was 1.27 percent compared to 1.30 percent in 2015.
ROE was 14.35 percent compared to 14.88 percent in 2015.
Efficiency ratio was 46.03 percent compared to 46.30 percent in 2015.
Texas ratio was 0.56 percent compared to 0.87 percent in 2015.
The loan portfolio grew 12.3 percent during 2016.
Deposits increased by 7.3 percent during 2016.
Net income for the year ended December 31, 2013 was $16,8912016, was $23,016, compared to $16,01121,742 for the year ended December 31, 20122015. Basic and diluted earnings per common share for 2016 were $1.021.43 and $1.42, respectively, and were $0.921.35 and $1.35, respectively, for 2013 and 2012, respectively. The Company's 2013 return on equity (ROE) was 13.22 percent, compared to 12.34 percent in 20122015. The return on average assets (ROA) was 1.17 percent, compared to 1.21 percent for the year ended December 31, 2012.
The improvement in 2016 net income in 2013 compared to 20122015 was primarily because of an increase in net interest income which resulted fromdue to growth in average loan volume. Growth in loans outstanding required a higher volume of earning assets. Improvement in credit quality of the loan portfolio resulted in a negative provision for loan losses of $1,000 in 20132016, compared to a provision of $850 compared to an expense of $625 for 2012.in 2015. Noninterest income declined $2,491 for 2013 due$221 in 2016 compared to lower gains from2015. Noninterest income in 2015 included a gain of $590 on the sale of home mortgagesWB Funding's investment in the secondary market, andSmartyPig, LLC, while 2016 included a $443 tax-exempt gain from bank-owned life insuranceinsurance. Meanwhile, noninterest expense increased $1,080 between 2015 and 2016. The increase in 2012 that was due to the deathnoninterest expense included increases in salaries and benefit costs and higher amortization of a West Bank officer.low income housing projects, which is included in other expense.
The Company has consistently used the efficiency ratio as one of its key financial metrics to measure expense control. For the year ended December 31, 20132016, the Company's efficiency ratio increasedimproved slightly to 52.5546.03 percent from the prior year's ratio of 50.8346.30 percent. (a lower ratio is better.) This ratio is computed by dividing noninterest expense (excluding other real estate owned expense) by the sum of tax-equivalent net interest income plus noninterest income (excluding securities gains, and net impairment losses)losses and gains/losses on disposition of premises and equipment). The ratio for both years iswas significantly better than our peer groupgroup's averages, which were generally around 70approximately 68 percent and 65 percent, respectively, according to data in the September 20132016 and September 2015 Bank Holding Company Performance Report, which is prepared by the Federal Reserve Board's Division of Banking Supervision and Regulation.
The Texas ratio, which is the ratio of nonperforming assets to tangible capital plus the allowance for loan losses, improved to 0.56 percent as of December 31, 2016, compared to 0.87 percent as of December 31, 2015. A lower Texas ratio indicates a stronger credit quality condition. The ratio for both years was significantly better than peer group averages, which were approximately 10 percent and 9 percent, respectively, according to data in the September 2016 and September 2015 Bank Holding Company Performance Reports. For more discussion on loan quality, see the "Loan Portfolio" and "Summary of the Allowance for Loan Losses" sections in this Item of this Form 10-K.
Net Interest Income
Net interest income increased $4,485 to $45,68357,118 for 20132016 from $54,154 for 2015 as the impact of a higher volumeloan growth exceeded the effect of loans and investment securities and lower ratesthe increase in the average rate paid on deposits and borrowings exceeded the 44 basis point decline in average yield on loans.interest-bearing liabilities. The net interest margin increasedfor 2016 declined 10 basis points to 3.483.49 percent from 3.42compared to 3.59 percent in 2012. for 2015. The average yield on earning assets declined 18by one basis points,point, while the rate on interest-bearing liabilities declined 34increased 14 basis points. As a result, the net interest spread, which is the difference between the yields earned on assets and the rates paid on liabilities, increaseddeclined to 3.293.27 percent for 2016 from 3.133.42 percent a year earlier. For additional analysis of net interest income, see the section captioned "Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates; and Interest Differential" in this Item of this Form 10-K.
(dollars in thousands, except per share amounts)
Provision for Loan Volume/Losses and Loan Quality
Total loans increased $64,319 to $991,720 as of December 31, 2013, from $927,401 a year earlier. Management believes theThe allowance for loan portfolio will continue to grow during 2014 as the pipeline for new loans remains strong. As the economy shows some signs of improvement, the Company is focused on business development efforts. The March 2013 addition of the Rochester, Minnesota office produced loan balances of approximately $11,600losses, which totaled $16,112 as of December 31, 2013. 2016, represented 1.15 percent of total loans and 1,576.5 percent of nonperforming loans at year end, compared to 1.20 percent and 1,024.4 percent, respectively, as of December 31, 2015. The provision for loan losses increased to $1,000 in 2016 compared to $850 for 2015 due to growth in the loan portfolio. The Company experienced net recoveries of 0.01 percent of average loans for 2016 compared to net recoveries of 0.04 percent for 2015.
Nonperforming loans at December 31, 2013,2016 totaled $2,915$1,022, or 0.290.07 percent of total loans. At loans, down from $1,461, or 0.12 percent, at December 31, 2012, nonperforming loans totaled $7,256 or 0.78 percent of total loans.2015. Nonperforming loans include loans on nonaccrual status, loans past due 90 days or more, and loans that have been considered to be troubled debt restructured (TDR) due to the borrowers experiencingborrowers' financial difficulties. In addition, theThe Company held $5,800 ofno other real estate ownedproperties as of December 31, 2013. The Company's Texas ratio improved to 7.69 percent as of December 31, 2013, compared to 11.25 percent as of December 31, 2012. The ratio for both years is significantly better than peer group averages, which were approximately 20 percent and 25 percent, respectively, according to data in the September 2013 and 2012 Bank Holding Company Performance Reports. For more discussion on loan quality, see the Loan Portfolio and Summary of the Allowance for Loan Losses sections of this report.
(dollars in thousands, except per share amounts)
The allowance for loan losses, which totaled $13,791 as of December 31, 2013, represented 1.39 percent of total loans and 473.1 percent of nonperforming loans at year end, compared to 1.67 percent and 214.0 percent, respectively, as of December 31, 2012. The provision for loan losses was a negative $850 in 2013 due to improvement in credit quality of the portfolio, compared to an expense of $625 for 2012. The Company's net charge-offs as a percent of average loans were 0.09 percent for 2013 compared to 0.22 percent for 2012.2016 or 2015.
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 a significant portion of the total or a significant variance are shown.
| | | | Years ended December 31 | Years ended December 31 |
| Noninterest income: | 2013 | | 2012 | | Change | | Change % | 2016 | | 2015 | | Change | | Change % |
| Service charges on deposit accounts | $ | 2,923 |
| | $ | 3,009 |
| | $ | (86 | ) | | (2.86 | )% | $ | 2,461 |
| | $ | 2,609 |
| | $ | (148 | ) | | (5.67 | )% |
| Debit card usage fees | 1,787 |
| | 1,586 |
| | 201 |
| | 12.67 | % | 1,825 |
| | 1,830 |
| | (5 | ) | | (0.27 | )% |
| Trust services | 997 |
| | 817 |
| | 180 |
| | 22.03 | % | 1,310 |
| | 1,286 |
| | 24 |
| | 1.87 | % |
| Gains and fees on sales of residential mortgages | 1,275 |
| | 3,104 |
| | (1,829 | ) | | (58.92 | )% | |
| Revenue from residential mortgage banking | | 151 |
| | 163 |
| | (12 | ) | | (7.36 | )% |
| Increase in cash value of bank-owned life insurance | 646 |
| | 737 |
| | (91 | ) | | (12.35 | )% | 647 |
| | 727 |
| | (80 | ) | | (11.00 | )% |
| Gain from bank-owned life insurance | — |
| | 841 |
| | (841 | ) | | (100.00 | )% | 443 |
| | — |
| | 443 |
| | N/A |
|
| Investment securities impairment losses | — |
| | (203 | ) | | 203 |
| | 100.00 | % | |
| Gain (loss) on disposition of premises and equipment | | (4 | ) | | (6 | ) | | 2 |
| | (33.33 | )% |
| Realized investment securities gains, net | — |
| | 246 |
| | (246 | ) | | (100.00 | )% | 66 |
| | 47 |
| | 19 |
| | 40.43 | % |
| Other income: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
|
| Wire transfer fees | 126 |
| | 138 |
| | (12 | ) | | (8.70 | )% | |
| Loan fees | | 110 |
| | 120 |
| | (10 | ) | | (8.33 | )% |
| Letter of credit fees | | 96 |
| | 82 |
| | 14 |
| | 17.07 | % |
| Credit card fees | 208 |
| | 193 |
| | 15 |
| | 7.77 | % | 261 |
| | 213 |
| | 48 |
| | 22.54 | % |
| Loan fees | 76 |
| | 16 |
| | 60 |
| | 375.00 | % | |
| All other income | 465 |
| | 510 |
| | (45 | ) | | (8.82 | )% | |
| Gain on sale of other assets | | — |
| | 590 |
| | (590 | ) | | (100.00 | )% |
| Discount on purchased income tax credits | | 94 |
| | 58 |
| | 36 |
| | 62.07 | % |
| All other | | 522 |
| | 484 |
| | 38 |
| | 7.85 | % |
| Total other income | 875 |
| | 857 |
| | 18 |
| | 2.10 | % | 1,083 |
| | 1,547 |
| | (464 | ) | | (29.99 | )% |
| Total noninterest income | $ | 8,503 |
| | $ | 10,994 |
| | $ | (2,491 | ) | | (22.66 | )% | $ | 7,982 |
| | $ | 8,203 |
| | $ | (221 | ) | | (2.69 | )% |
Debit card usageService charges on deposit accounts declined primarily due to lower fees continued to show positive growth in 2013resulting from fewer instances of nonsufficient funds as customers continued the trendcontinue to improve monitoring of writing fewer checks and increasing the volume of electronic transactions. West Bank also changed debit card processors during 2013, which resultedtheir account balances.
Revenue from trust services was higher in debit card fees being provided to West Bank sooner2016 than the previous processor. Due to the switch in processors, there was approximately $100 in debit card income that will not be recurring in future years because of the timing of receiving fees. The Company believes debit card usage fees may decline in the future2015 due to the Dodd-Frank Act and the Federal Reserve final rule which sets a cap on interchange fees at a rate below the market-driven levels. While financial institutions such as West Bank, with less than $10 billion in assets, are exempt from the cap, industry groups believe the price controls will have a negative impact on community banks over time.
Revenues from trust services increased during 2013 as a result of a combination of newsuccessful business development efforts, pricing updates for certain account types and stronghigher asset values resulting from favorable market conditions.
The volume of originations of residential mortgages sold into the secondary market during 2013 declined to $93,593 from $129,322 in 2012, resulting in a 59 percent reduction in revenue. The decline in volume was a result of a sudden rise in long-term interest rates at the end of June 2013 and the rates continued to edge up through the end of the year. Along with the rise in interest rates, total revenue from gains and fees on sales of residential mortgages declined due to a lower proportion of refinancings as compared to purchase transactions, which typically have lower margins. Approximately 55 percent of the originations during 2013 involved homeowners refinancing current mortgages as compared to approximately 65 percent during 2012. The volume of originations for 2014 is expected to be lower than it was in 2013; however, long-term interest rates have moved slightly lower in the early portion of 2014, which could spur activity.values.
The lower increase in cash value of bank-owned life insurance was due to lower in 2016 than in 2015 as crediting rates within the policies which are attributabledeclined slightly due to the low interest rate environment. TheAs previously mentioned, gain from bank-owned life insurance was recognized in 2012 was2016 due to the deathlosses of a bank officer.
(dollars in thousands, except per share amounts)
As of December 31, 2013, the Company held one pooled trust preferred security (TPS) it considered to have OTTI. No impairment losses were recognized during the year ended December 31, 2013, while impairment losses of $203 were recognized during the year ended December 31, 2012. Quarterly evaluations showed the value of this security improved throughout 2013. Based on the current regulatory guidelines regarding implementation of the Volcker Rule, the Company does not currently anticipate selling this security.
There were no sales of investment securities during 2013. During 2012, the Company took advantage of an opportunity to sell two collateralized mortgage obligations atcolleague and a gain and was able to replace them with similar bonds with comparable yields, thus resulting in net gains of $246 for 2012.former employee.
The Company sold three preferred stocks and three corporate bonds during 2016, recognizing investment securities gains of $66, while gains of $47 were recognized on sales during 2015.
Loan fees declined in 2016 compared to 2015 due to the recognition of a previously deferred rate lock fee on one loan in 2015. Letter of credit fees grew due to the increase in loanthe amount of standby letters of credit activity in 2016 compared to 2015. Volumes of letters of credit fluctuate based upon the needs of our commercial customers.
Credit card fees wasincreased in 2016 compared to 2015 due to both higher volumes of transactions and an increase in loan covenant waiver fees comparedthe number of credit cards issued through a third party.
As previously mentioned, the gain on sale of other assets in 2015 was associated with the sale of WB Funding's investment in SmartyPig, LLC.
Total discounts recognized on purchased State of Iowa income tax credits were higher in 2016 than in 2015 because the Company purchased one Enterprise Zone tax credit at a discount of $33. The Company also has an agreement in place to 2012,purchase wind energy credits at a discounted rate. This source of revenue is expected to decline in 2017 as well as amortization of commitment fees relatedthe agreement to one customer that beganpurchase discounted wind energy credits ends in March 2013.May 2017.
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 a significant portion of the total or a significant variance are shown.
| | | | Years ended December 31 | Years ended December 31 |
| Noninterest expense: | 2013 | | 2012 | | Change | | Change % |
| 2016 | | 2015 | | Change | | Change % |
|
| Salaries and employee benefits | $ | 15,757 |
| | $ | 14,532 |
| | $ | 1,225 |
| | 8.43 | % | $ | 16,731 |
| | $ | 16,065 |
| | $ | 666 |
| | 4.15 | % |
| Occupancy | 3,906 |
| | 3,519 |
| | 387 |
| | 11.00 | % | 4,033 |
| | 4,105 |
| | (72 | ) | | (1.75 | )% |
| Data processing | 2,030 |
| | 2,070 |
| | (40 | ) | | (1.93 | )% | 2,510 |
| | 2,329 |
| | 181 |
| | 7.77 | % |
| FDIC insurance expense | 733 |
| | 672 |
| | 61 |
| | 9.08 | % | |
| Other real estate owned expense | 1,359 |
| | 1,491 |
| | (132 | ) | | (8.85 | )% | |
| FDIC insurance | | 937 |
| | 839 |
| | 98 |
| | 11.68 | % |
| Other real estate owned | | — |
| | 10 |
| | (10 | ) | | (100.00 | )% |
| Professional fees | 1,200 |
| | 1,064 |
| | 136 |
| | 12.78 | % | 774 |
| | 748 |
| | 26 |
| | 3.48 | % |
| Miscellaneous losses | 736 |
| | 195 |
| | 541 |
| | 277.44 | % | |
| Director fees | | 888 |
| | 881 |
| | 7 |
| | 0.79 | % |
| Other expenses: | | | |
| | |
| | |
| | | |
| | |
| | |
|
| Marketing | 359 |
| | 268 |
| | 91 |
| | 33.96 | % | 231 |
| | 253 |
| | (22 | ) | | (8.70 | )% |
| Business development | 505 |
| | 410 |
| | 95 |
| | 23.17 | % | 701 |
| | 654 |
| | 47 |
| | 7.19 | % |
| Director fees | 584 |
| | 448 |
| | 136 |
| | 30.36 | % | |
| Insurance expense | 370 |
| | 341 |
| | 29 |
| | 8.50 | % | 348 |
| | 361 |
| | (13 | ) | | (3.60 | )% |
| Bank service charges and investment advisory fees | 496 |
| | 505 |
| | (9 | ) | | (1.78 | )% | |
| Investment advisory fees | | 442 |
| | 517 |
| | (75 | ) | | (14.51 | )% |
| Charitable contributions | | 180 |
| | 360 |
| | (180 | ) | | (50.00 | )% |
| Trust | | 415 |
| | 396 |
| | 19 |
| | 4.80 | % |
| Consulting fees | 276 |
| | 582 |
| | (306 | ) | | (52.58 | )% | 302 |
| | 260 |
| | 42 |
| | 16.15 | % |
| Contributions | 180 |
| | 380 |
| | (200 | ) | | (52.63 | )% | |
| Postage and courier | | 321 |
| | 326 |
| | (5 | ) | | (1.53 | )% |
| Supplies | 334 |
| | 302 |
| | 32 |
| | 10.60 | % | 310 |
| | 305 |
| | 5 |
| | 1.64 | % |
| Loss on disposal of fixed assets | 9 |
| | 125 |
| | (116 | ) | | (92.80 | )% | |
| Amortization of low income housing projects | | 418 |
| | 228 |
| | 190 |
| | 83.33 | % |
| All other | 1,991 |
| | 1,888 |
| | 103 |
| | 5.46 | % | 1,607 |
| | 1,431 |
| | 176 |
| | 12.30 | % |
| Total other | 5,104 |
| | 5,249 |
| | (145 | ) | | (2.76 | )% | 5,275 |
| | 5,091 |
| | 184 |
| | 3.61 | % |
| Total noninterest expense | $ | 30,825 |
| | $ | 28,792 |
| | $ | 2,033 |
| | 7.06 | % | $ | 31,148 |
| | $ | 30,068 |
| | $ | 1,080 |
| | 3.59 | % |
Salaries and employee benefits increased in 2016 compared to 2015 primarily as the result of increases in stock-based compensation costs, health insurance, defined contribution plan expenses and payroll taxes. The increases in defined contribution plan expenses and payroll taxes were primarily associated with a one-time payout of accrued vacation that occurred in 2016 in conjunction with a change in the Company's vacation carryover policy.
Occupancy costs declined for 2016 compared to 2015 primarily as the result of the February 2016 purchase of the Waukee, Iowa, branch facility. The reduction reflects the one-time reversal of previously accrued rent related to the terms of the previous lease. Ongoing costs for that location are expected to remain lower than previous rental costs. Occupancy costs are expected to increase in 2017 as the Rochester, Minnesota, office moved into its new permanent building in November 2016.
The increase in salaries and employee benefits consisted of normal salary increases plus salaries for employees added in the past year ($970), recognition of a larger amount of stock-based compensation costs ($166), higher bonus accruals ($88) and higher benefit costs ($303). The benefit cost increases were primarily for payroll taxes ($68), health insurance ($151) and 401(k) plan contributions ($72).
Occupancy expense increased due to higher depreciation and equipment service contract expenses related to technology upgrades. Rent expense also increased due to the addition of the Rochester, Minnesota office, a replacement office in West Des Moines, Iowa, and the lease of additional space at the main bank location.
Datadata processing expense in 2016 was lower in 2013 as a result of renegotiating the contract with the Company's core processor. FDIC insurance expense increasedprimarily because of the growthimplementation of additional security measures, technology upgrades, and an annual contractual increase in total average assets. The assessment rate declined slightly comparedfees paid to 2012 andour core processor that is expected to remain at the lowest established rate for the foreseeable future.based upon an inflation factor.
(dollars in thousands, except per share amounts)
Other real estate ownedFDIC insurance expense increased for the years ended December 31, 2013 and 2012, included $1,341 and $1,442, respectively, of property valuation write-downs due to updated appraisals and estimated disposal costs for several properties. The Company's practice is to obtain updated appraisals on other real estate owned at least annually. The remaining reduction in other real estate owned expense was attributed to the Company having a smaller inventory of properties in other real estate owned in 2013 as2016 compared to 2012. We expect this category of expense to trend lower in 2014.
Professional fees increased primarily due to higher legal fees incurred to defend the previously disclosed potential class-action lawsuit. Miscellaneous losses include uncollected overdrafts, debit card fraud, other losses due to operational errors and charges to establish loss reserves related to mortgage loans sold in the secondary market. Collectively, these activities generated higher losses in 2013 than 2012.
Marketing expense grew primarily as a result of costs related to opening a replacement office in West Des Moines, Iowa and the opening of the previously mentioned office in Rochester, Minnesota. The increase in business development costs was the result of focusing on developing new relationships and expanding sponsorships of local events in the communities the Company serves. Director fees increased compared to 2012 primarily2015 due to the $94 increasecombination of growth in recognitiontotal assets and a July 1, 2016 revision in the assessment rate system for institutions with less than $10 billion in total assets. Based on the change in the rate calculation methodology within the revised assessment system, the rate can be significantly affected by the types of stock-based compensation expense related toloans within the grantportfolio and by the credit quality of restricted stock units to board members.the portfolio.
ConsultingInvestment advisory fees declined in 2013 as a numberconsisted of projects were completed in 2012fees paid to an independent investment advisory firm for assistance with managing the investment portfolio through September 30, 2016, and were not repeated in 2013. an administrative fee charged by an investment management firm for assisting with the purchase and administration of public company floating rate commercial loans. Effective October 1, 2016, the investment portfolio is managed internally, with an expected annual cost savings of approximately $280.
Charitable contributions declined for 2013were higher in 2015 than in 2016 as comparedmanagement made a decision to 2012 due to a larger donationmake an extra contribution to the West Bancorporation Foundation in the second quarter2015.
Consulting fees increased in 2016 compared to 2015 primarily due to expenses relating to data analysis conducted in association with class action litigation that was disclosed in prior filings. A proposed settlement of 2012. The cost of supplies for 2013 included one-time costs to reissue debit cards related to changing processors and the Target breach, which affected a number of our debit card customers. Whenever we are notified of a breach affecting our debit card customers, as a safeguard, we reissue new debit cards to the affected customers. The 2012 loss on disposal of fixed assets included the write-off of design costs not used in the final plans$250 related to the constructionlitigation was reached in the third quarter of 2016, and preliminary approval was received from the leased replacement officecourt in West Des Moines.the fourth quarter of 2016. An insurance reimbursement of litigation costs in the amount of $300 was received in the fourth quarter of 2016. Ongoing costs related to the litigation should be minimal, as future administrative costs are included in the $250 settlement.
The increase in amortization of our investment in low income housing projects in 2016 compared to 2015 was related to the Company committing in both years to invest in additional projects. Offsetting the amortization expense in both 2016 and 2015 were approximately $375 and $275, respectively, of federal low income housing tax credits, which reduced federal income tax expense.
Income Taxes
The Company records a provision for income tax expense currently payable, along with a provision for those taxes payable or refundable in the future. Such deferred taxes arise from differences in the timing of certain items for financial statement reporting compared to income tax reporting. The effective rate of income tax expense as a percent of income before income taxes was 30.2 percent and 30.8 percent, respectively, for 2016 and 2015. The effective income tax rate differs from the federal statutory income tax rate primarily due to tax-exempt interest income, the tax-exempt increase in cash value of bank-owned life insurance, disallowed interest expense, state income taxes, and federal income tax credits. Income tax expense for 2016 was also lower than the statutory income tax rate due to the previously mentioned tax-exempt gain from bank-owned life insurance, disallowed interestinsurance. Income tax expense and statefor 2015 was slightly lower than would be expected due to utilization of approximately $372 of capital loss carryforwards. The capital gains were generated from the sale of the Company's investment in SmartyPig, LLC in 2015. The reduction in 2015 income taxes. For both years,tax expense related to the carryforwards utilized was approximately $130. The effective tax rate for both years was also impacted by West Bank's 2007 investmentfederal tax credits, including low income housing tax credits, as mentioned above, and an energy tax credit of $30 in a qualified community development entity (ICD IV, LLC), which generated a federal2016 related to the new markets tax credit. The credit, which totals $2,730, was recognized over a seven-year period ending in 2013. The effective rate of income tax expense as a percent of income before income taxes from continuing operations was an expense of 30.2 percent and 29.7 percent, respectively, for Rochester, Minnesota, building.
2013 and 2012. The federalFederal income tax expense was approximately $6,141$8,335 and $5,677$8,169 for 20132016 and 20122015, respectively, while state income tax expense was approximately $1,179$1,601 and $1,087,$1,528, respectively. The Company has recordedcontinues to maintain a valuation allowance against the tax effect of state net operating losses federal and state capital loss carryforwards and investment security impairments,associated with West Bancorporation, Inc., as management believes it is likely that such carryforwards will expire without being utilized.
RESULTS OF OPERATIONS - 2012 COMPARED TO 2011
OVERVIEW
Total net income available to common stockholders for the year ended December 31, 2012 was $16,011 compared to $12,881 for the year ended December 31, 2011. The most significant difference from the prior year was the payment of preferred stock dividends and accretion of discount totaling $2,387 in 2011. The Company's outstanding preferred stock was redeemed on June 29, 2011, so there were no such dividends or accretion of discount in 2012. Basic and diluted earnings per common share were $0.92 and $0.74 for 2012 and 2011, respectively. The Company's 2012 ROE was 12.34 percent compared to 11.27 percent in 2011. The ROA was 1.21 percent compared to 1.18 percent for the prior year.
Net income was $16,011 for 2012 compared to $15,268 for 2011. The improvement in net income in 2012 compared to 2011 was primarily because of higher gains and fees on sales of residential mortgages and lower write-downs on other real estate owned.
For the year ended December 31, 2012, the Company's efficiency ratio increased slightly to 50.83 percent from the prior year's ratio of 49.27 percent.
(dollars in thousands, except per share amounts)
RESULTS OF OPERATIONS - 2015 COMPARED TO 2014
OVERVIEW
Key performance measures of our 2015 operations compared to 2014 included:
ROA was 1.30 percent compared to 1.32 percent in 2014.
ROE was 14.88 percent compared to 15.19 percent in 2014.
Efficiency ratio improved to 46.30 percent compared to 49.93 percent in 2014.
Texas ratio improved to 0.87 percent compared to 2.71 percent in 2014.
The loan portfolio grew 5.3 percent during 2015.
Deposits increased by 13.4 percent during 2015.
Net income for the year ended December 31, 2015, was $21,742, compared to $20,040 for the year ended December 31, 2014. Basic and diluted earnings per common share were $1.35 and $1.25 for 2015 and 2014, respectively.
The improvement in 2015 net income compared to 2014 was primarily because of an increase in interest income due to growth in average loan volume. Growth in loans outstanding required a provision for loan losses of $850 in 2015, compared to a provision of $750 in 2014. Noninterest income declined $2,093 for 2015 primarily due to a $1,231 reduction in revenue from residential mortgage banking, a $1,075 reduction in net gains on disposition of premises and equipment, a $181 reduction in service charges on deposit accounts and a $176 reduction in net gains from sale of investment securities. Partially offsetting these reductions was a one-time gain of $590 on the sale of WB Funding's investment in SmartyPig, LLC in 2015, which was included in other income. Noninterest expense declined $1,934 between 2014 and 2015 primarily because 2014 included $1,786 in other real estate owned write-downs based on updated appraisals of several properties. Income taxes increased in 2015 as the prior year included a higher level of utilization of capital loss carryforwards in connection with the sale of one branch office and one investment security.
Net Interest Income
Net interest income declined $204increased to $41,198$54,154 for 20122015 from $49,145 for 2014 as the impact of loan growth and lower yields on loans and investment securitiesdeposit rates exceeded the combined benefiteffect of lower rates paidan 11 basis point decline in average yield on deposits and borrowings and a higher level of interest-earning assets.loans. The net interest margin declined to 3.42held steady at 3.59 percent from 3.58 percent in 2011. for both years. The average yield on earning assets declined 39by six basis points, while the rate paid on interest-bearing liabilities declined 27five basis points. TheAs a result, the net interest spread, which is the difference between the yields earned on assets and the rates paid on liabilities, declined to 3.133.42 percent for 2015 from 3.253.43 percent a year earlier. for 2014.
Provision for Loan Volume/Losses and Loan Quality
Total loans outstanding increased $88,442 to $927,401 as of December 31, 2012, from $838,959 a year earlier. Nonperforming loans as of December 31, 2012 totaled $7,256 or 0.78 percent of total loans compared to $10,693 or 1.27 percent of total loans as of December 31, 2011. In addition, at December 31, 2012 the Company held $8,304 of other real estate owned. The Company's Texas ratio improved to 11.25 percent as of December 31, 2012 from 16.33 percent as of December 31, 2011.
The allowance for loan losses, which was $15,529totaled $14,967 as of December 31, 2012,2015, represented 1.671.20 percent of total loans and 214.01,024.4 percent of nonperforming loans at year end, compared to 2.001.15 percent and 156.9702.5 percent, respectively, as of December 31, 2011.2014. The provision for loan losses totaled $625increased to $850 in 2015 compared to $750 for 2012, up slightly from $550 for 2011.2014 due to growth in the loan portfolio. The Company'sCompany experienced net charge-offs as arecoveries of 0.04 percent of average loans were 0.22for 2015 compared to net charge-offs of 0.09 percent for 20122014.
Nonperforming loans at December 31, 2015, totaled $1,461, or 0.12 percent of total loans, down from $1,937, or 0.16 percent, at December 31, 2014. The Company held no other real estate properties as of December 31, 2015, compared to 0.34 percent for 2011. The amount$2,235 as of loans charged offDecember 31, 2014.
(dollars in 2012 totaled $2,584 compared to $4,764 in 2011. Recoveries in 2012 from loans previously charged off were $710, down from $1,905 in the prior year. The 2011 recoveries included one commercial recovery of $1,000 as the result of the sale of a loan which had been charged off in a prior year.thousands, except per share amounts)
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 a significant portion of the total or a significant variance are shown.
| | | | Years ended December 31 | Years ended December 31 |
| Noninterest income: | 2012 | | 2011 | | Change | | Change % | 2015 | | 2014 | | Change | | Change % |
| Service charges on deposit accounts | $ | 3,009 |
| | $ | 3,244 |
| | $ | (235 | ) | | (7.24 | )% | $ | 2,609 |
| | $ | 2,790 |
| | $ | (181 | ) | | (6.49 | )% |
| Debit card usage fees | 1,586 |
| | 1,453 |
| | 133 |
| | 9.15 | % | 1,830 |
| | 1,764 |
| | 66 |
| | 3.74 | % |
| Trust services | 817 |
| | 792 |
| | 25 |
| | 3.16 | % | 1,286 |
| | 1,327 |
| | (41 | ) | | (3.09 | )% |
| Gains and fees on sales of residential mortgages | 3,104 |
| | 1,454 |
| | 1,650 |
| | 113.48 | % | |
| Revenue from residential mortgage banking | | 163 |
| | 1,394 |
| | (1,231 | ) | | (88.31 | )% |
| Increase in cash value of bank-owned life insurance | 737 |
| | 884 |
| | (147 | ) | | (16.63 | )% | 727 |
| | 731 |
| | (4 | ) | | (0.55 | )% |
| Gain from bank-owned life insurance | 841 |
| | 637 |
| | 204 |
| | 32.03 | % | |
| Investment securities impairment losses | (203 | ) | | (99 | ) | | (104 | ) | | (105.05 | )% | |
| Gain (loss) on disposition of premises and equipment | | (6 | ) | | 1,069 |
| | (1,075 | ) | | (100.56 | )% |
| Realized investment securities gains, net | 246 |
| | — |
| | 246 |
| | N/A |
| 47 |
| | 223 |
| | (176 | ) | | (78.92 | )% |
| Other income: | | | | | | | | | | | | | | |
| Wire transfer fees | 138 |
| | 160 |
| | (22 | ) | | (13.75 | )% | |
| Gain from sales of other assets | — |
| | 112 |
| | (112 | ) | | (100.00 | )% | |
| All other income | 719 |
| | 724 |
| | (5 | ) | | (0.69 | )% | |
| Loan fees | | 120 |
| | 98 |
| | 22 |
| | 22.45 | % |
| Letter of credit fees | | 82 |
| | 127 |
| | (45 | ) | | (35.43 | )% |
| Gain on sale of other assets | | 590 |
| | — |
| | 590 |
| | N/A |
|
| All other | | 755 |
| | 773 |
| | (18 | ) | | (2.33 | )% |
| Total other income | 857 |
| | 996 |
| | (139 | ) | | (13.96 | )% | 1,547 |
| | 998 |
| | 549 |
| | 55.01 | % |
| Total noninterest income | $ | 10,994 |
| | $ | 9,361 |
| | $ | 1,633 |
| | 17.44 | % | $ | 8,203 |
| | $ | 10,296 |
| | $ | (2,093 | ) | | (20.33 | )% |
The decline in service charges on deposit accounts between 2014 and 2015 was primarily caused by lower overdraft and return item charges. Debit card usagefewer instances of nonsufficient funds fees continued to show positive growth in 2012 as customers continuedstrove to move awaymaintain positive balances in their accounts.
Revenue from traditional check writing.trust services was lower in 2015 compared to 2014 due to a reduction in the number of accounts and amount of assets held within custody accounts, and fewer one-time estate fees. The reduction was partially offset through business development efforts that increased the number of accounts and amount of assets held within trust accounts. Trust assets earn fees at a higher rate than those of custody assets.
Revenue from residential mortgage banking declined in 2015 compared to 2014 due to the Company changing its process for providing first mortgage loans to its customers at the end of 2014. Starting in January 2015, residential mortgage underwriting and processing were outsourced, and funding for residential mortgages is provided by a third party. The Company currently receives a fee from that third party for each residential mortgage loan initiated and closed by our retail staff. The reduction in this source of revenue had a correlating reduction in associated operating expenses.
The volumesale of originationsthe downtown Iowa City office and the disposition of residential mortgages sold into the secondary market during 2012 increased to $129,322 from $69,952 in 2011, resultingother unused assets resulted in a 113 percent growthnet gain of $1,069 in revenue. The low interest rate environment fueled2014. In January 2015, West Bank opened a newly constructed eastern Iowa main office in Coralville, which replaced the growth along with an improved leveloperations of home sales in the Company's market areas. Also contributing to the growth in 2012 volumeoffice that was the addition of origination staff in the Des Moines market.sold.
The lower increaseCompany recognized net gains on sales of securities in cash value2015 and 2014 as sales were undertaken in order to capitalize on net gains while being able to reinvest the proceeds in investment securities with higher yields. In the fourth quarter of bank-owned life insurance was2014, the Company also sold a pooled trust preferred security that had previously been reported as a security available for sale with OTTI at a loss of $493.
Loan fees were higher in 2015 compared to 2014 primarily due to lower crediting rates within the policies due to the low interest rate environment. Gain from bank-owned life insurance occurred due to the deathsrecognition of a bank officerpreviously deferred rate lock fee on one loan in both 2012 and 2011.2015. A lower level of outstanding letters of credit caused the reduction in revenue from letter of credit fees in 2015 compared to 2014.
The gain on sale of other assets recognized in 2015 was a nonrecurring item. On November 30, 2015, SmartyPig, LLC was sold, and the Company recognized a gain of $590 on its ownership interest.
(dollars in thousands, except per share amounts)
As of December 31, 2012, the Company held one pooled TPS it considered to have OTTI. As a result of quarterly evaluations of this security, impairment losses of $203 and $99 were recognized during the years ended December 31, 2012 and 2011, respectively. The Company took advantage of an opportunity to sell two collateralized mortgage obligations in the second quarter of 2012 at a gain and was able to replace them with similar bonds with comparable yields, thus resulting in net gains of $246. There were no sales of investment securities during 2011.
Gains from sales of other assets in 2011 included a gain on sale of a foreclosed asset in the first quarter and the sale of an interest in a partnership in the third quarter.
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 a significant portion of the total or a significant variance are shown.
| | | | Years ended December 31 | Years ended December 31 |
| Noninterest expense: | 2012 | | 2011 | | Change | | Change % | 2015 | | 2014 | | Change | | Change % |
| Salaries and employee benefits | $ | 14,532 |
| | $ | 13,194 |
| | $ | 1,338 |
| | 10.14 | % | $ | 16,065 |
| | $ | 16,086 |
| | $ | (21 | ) | | (0.13 | )% |
| Occupancy | 3,519 |
| | 3,342 |
| | 177 |
| | 5.30 | % | 4,105 |
| | 4,165 |
| | (60 | ) | | (1.44 | )% |
| Data processing | 2,070 |
| | 1,921 |
| | 149 |
| | 7.76 | % | 2,329 |
| | 2,241 |
| | 88 |
| | 3.93 | % |
| FDIC insurance expense | 672 |
| | 1,298 |
| | (626 | ) | | (48.23 | )% | |
| Other real estate owned expense | 1,491 |
| | 2,883 |
| | (1,392 | ) | | (48.28 | )% | |
| FDIC insurance | | 839 |
| | 757 |
| | 82 |
| | 10.83 | % |
| Other real estate owned | | 10 |
| | 1,865 |
| | (1,855 | ) | | (99.46 | )% |
| Professional fees | 1,064 |
| | 878 |
| | 186 |
| | 21.18 | % | 748 |
| | 944 |
| | (196 | ) | | (20.76 | )% |
| Miscellaneous losses | 195 |
| | 455 |
| | (260 | ) | | (57.14 | )% | |
| Director fees | | 881 |
| | 714 |
| | 167 |
| | 23.39 | % |
| Other expenses: | | | | | | | | | | | | | | |
| Marketing | 268 |
| | 311 |
| | (43 | ) | | (13.83 | )% | 253 |
| | 220 |
| | 33 |
| | 15.00 | % |
| Business development | 410 |
| | 331 |
| | 79 |
| | 23.87 | % | 654 |
| | 702 |
| | (48 | ) | | (6.84 | )% |
| Director fees | 448 |
| | 390 |
| | 58 |
| | 14.87 | % | |
| Insurance expense | 341 |
| | 351 |
| | (10 | ) | | (2.85 | )% | |
| Bank service charges and investment advisory fees | 505 |
| | 488 |
| | 17 |
| | 3.48 | % | |
| Insurance | | 361 |
| | 384 |
| | (23 | ) | | (5.99 | )% |
| Investment advisory fees | | 517 |
| | 366 |
| | 151 |
| | 41.26 | % |
| Charitable contributions | | 360 |
| | 180 |
| | 180 |
| | 100.00 | % |
| Trust | | 396 |
| | 344 |
| | 52 |
| | 15.12 | % |
| Consulting fees | 582 |
| | 282 |
| | 300 |
| | 106.38 | % | 260 |
| | 337 |
| | (77 | ) | | (22.85 | )% |
| Deposit operations expense | 81 |
| | 214 |
| | (133 | ) | | (62.15 | )% | |
| Contributions | 380 |
| | 300 |
| | 80 |
| | 26.67 | % | |
| Loss on disposal of fixed assets | 125 |
| | 12 |
| | 113 |
| | 941.67 | % | |
| Supplies | | 305 |
| | 292 |
| | 13 |
| | 4.45 | % |
| Amortization of low income housing projects | | 228 |
| | 188 |
| | 40 |
| | 21.28 | % |
| Miscellaneous losses | | 30 |
| | 329 |
| | (299 | ) | | (90.88 | )% |
| All other | 2,109 |
| | 2,223 |
| | (114 | ) | | (5.13 | )% | 1,727 |
| | 1,888 |
| | (161 | ) | | (8.53 | )% |
| Total other | 5,249 |
| | 4,902 |
| | 347 |
| | 7.08 | % | 5,091 |
| | 5,230 |
| | (139 | ) | | (2.66 | )% |
| Total noninterest expense | $ | 28,792 |
| | $ | 28,873 |
| | $ | (81 | ) | | (0.28 | )% | $ | 30,068 |
| | $ | 32,002 |
| | $ | (1,934 | ) | | (6.04 | )% |
The increaseSalaries and employee benefits for 2015 had a minimal net change compared to 2014. Staff reductions in December 2014, related to the residential mortgage loan operational changes previously mentioned, lowered salaries and employee benefits by approximately $1,051 in 2012 consisted2015 compared to 2014. Partially offsetting these reductions were increases in stock-based compensation costs of $342 in 2015 compared to 2014, along with normal annual salary increases plus salaries for employees added during the year ($734), higher bonus accruals ($160), higher secondary market real estate origination commissions ($308) and higher benefit costs ($247). The benefit cost increases were primarily for payroll taxes ($60), health insurance ($91) and 401(k) plan contributions ($89). The 401(k) increase was primarily due to a higher Company matching contribution rate, which went into effect January 1, 2012.increases.
Occupancy expense increased due to higher depreciation expense on purchases of equipment and rental expense as additional space was leased. Data processing expense increased in 2012 due2015 primarily because of the addition of mobile banking technology, the continued strengthening of security measures and an annual contractual increase in fees paid to fees related to a new commercial loan management software program and enhancements to deposit systems.our core processor that is based upon an inflation factor.
There were two reasons for the decline in FDIC insurance expense increased for 2015 compared to 2011. The first was the April 1, 2011, change2014 due to growth in the assessment base from total average deposits to total average assets less tangible capital. The second was an upgrade in West Bank's regulatory risk classification on June 3, 2011.assets.
Other real estate owned expense fordeclined in 2015 compared to 2014, as the years ended December 31, 2012 and 2011,prior year included $1,442 and $3,109, respectively, ofother real estate owned property valuation write-downs of $1,786 due to obtaining updated appraisals of several properties held. The Company held only one parcel of land in other real estate owned throughout 2015 and estimated disposal costs for several properties.incurred a negligible amount of real estate taxes up to the date of its sale in December 2015.
Professional fees declined in 2015 compared to 2014 due to lower legal fees. Director fees increased between the same time periods as a result of higher stock-based compensation costs.
The increase in investment advisory fees for 2015 compared to 2014 resulted from the administrative fee charged by an investment management firm for assisting with the purchase and administration of public company floating rate commercial loans. This arrangement began in the second quarter of 2014.
Charitable contributions doubled in 2015 compared to 2014 as management chose to increase contributions to the West Bancorporation Foundation.
(dollars in thousands, except per share amounts)
ProfessionalConsulting fees increaseddeclined in 20122015 compared to 2011 primarily due to higher legal2014 as the prior year included fees related to corporate governance matters and implementation of the stockholder-approved equity incentive plan. Miscellaneous losses declined year-over-year as estimated potential lossespaid for the Mortgage Partnership Finance program through the Federal Home Loan Bank (FHLB) declined $228.three one-time projects.
Business development costs increased as a result of efforts to acquire new customers. The increase in director feesamortization of our investment in 2012low income housing projects in 2015 compared to 2014 was due in part to recognition of stock-based compensation costs for restricted stock units (RSUs) granted to directors. Consulting fees increased year-over-year because the Company hired a compensation consultant to assist the Board of Directors in determining appropriate executive compensation, outsourced the loan review function, hired a consultant to implement and test a new commercial loan management software program, hired a human resources consultant to improve the salary administration process, and hired a consultant to review and assist with the negotiation of the renewal of the Company's primary data processing contract with our core systems processor.
Deposit operations expense declined as a result of changes made to demand deposit account products. Contribution expense increased as a higher amount was donated to the West Bancorporation Foundation. Loss on disposal of fixed assets included the second quarter 2012 write-off of design costs not used in the final plans related to the constructionCompany committing in 2014 to invest in additional projects. Offsetting the amortization expense in both 2015 and 2014 were approximately $275 and $160, respectively, of a new leased replacement office.federal low income housing tax credits, which reduced federal income tax expense.
Income Taxes
The effective rate of income tax expense as a percent of income before income taxes was 29.730.8 percent and 28.524.9 percent, respectively, for 20122015 and 2011.2014. Income tax expense for 2015 was slightly lower than would be expected due to the utilization of $372 of capital loss carryforwards. The capital gains were generated from the sale of the Company's investment in SmartyPig, LLC. The 2014 effective rate was impacted by utilization of $3,774 of capital loss carryforwards related to the sale of an office in Iowa City and the sale of an impaired investment security. The reductions in 2015 and 2014 income tax expense related to the carryforwards utilized was approximately $130 and $1,318, respectively. The effective tax rate for both years was also impacted by federal low income housing tax credits as discussed in the previous section. Federal income tax expense was approximately $5,677$8,169 and $5,071$5,446 for 20122015 and 2011,2014, respectively, while state income tax expense was approximately $1,087$1,528 and $1,001,$1,203, respectively. As previously mentioned, both years benefited from a federal new markets tax credit of $273.
(dollars in thousands, except per share amounts)
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES; AND INTEREST DIFFERENTIAL
Average Balances and an Analysis of Average Rates Earned and Paid
The following table shows average balances and interest income or interest expense, with the resulting average yield or rate by category of average earninginterest-earning assets or interest-bearing liabilities for the years indicated. Interest income and the resulting net interest income are shown on a fully taxable basis.
| | | | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| | Average Balance | | Revenue/ Expense | | Yield/ Rate | | Average Balance | | Revenue/ Expense | | Yield/ Rate | | Average Balance | | Revenue/ Expense | | Yield/ Rate | Average Balance | | Revenue/ Expense | | Yield/ Rate | | Average Balance | | Revenue/ Expense | | Yield/ Rate | | Average Balance | | Revenue/ Expense | | Yield/ Rate |
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans: (1) (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | $ | 247,749 |
| | $ | 10,908 |
| | 4.40 | % | | $ | 257,279 |
| | $ | 12,625 |
| | 4.91 | % | | $ | 266,539 |
| | $ | 13,360 |
| | 5.01 | % | $ | 354,790 |
| | $ | 14,854 |
| | 4.19 | % | | $ | 331,306 |
| | $ | 13,813 |
| | 4.17 | % | | $ | 276,201 |
| | $ | 11,662 |
| | 4.22 | % |
Real estate (3) | 696,763 |
| | 34,386 |
| | 4.94 | % | | 594,329 |
| | 31,945 |
| | 5.37 | % | | 576,974 |
| | 33,666 |
| | 5.83 | % | 972,571 |
| | 43,193 |
| | 4.44 | % | | 873,844 |
| | 39,404 |
| | 4.51 | % | | 779,223 |
| | 36,121 |
| | 4.64 | % |
| Consumer and other loans | 7,655 |
| | 351 |
| | 4.59 | % | | 6,252 |
| | 290 |
| | 4.64 | % | | 7,320 |
| | 379 |
| | 5.18 | % | |
| Consumer and other | | 8,795 |
| | 348 |
| | 3.95 | % | | 8,304 |
| | 325 |
| | 3.91 | % | | 9,811 |
| | 393 |
| | 4.01 | % |
| Total loans | 952,167 |
| | 45,645 |
| | 4.79 | % | | 857,860 |
| | 44,860 |
| | 5.23 | % | | 850,833 |
| | 47,405 |
| | 5.57 | % | 1,336,156 |
| | 58,395 |
| | 4.37 | % | | 1,213,454 |
| | 53,542 |
| | 4.41 | % | | 1,065,235 |
| | 48,176 |
| | 4.52 | % |
| Investment securities: | |
| | |
| | |
| | |
| | |
| | | | |
| | |
| | | |
| | |
| | | | |
| | |
| | | | |
| | |
| | |
| Taxable | 289,901 |
| | 5,173 |
| | 1.78 | % | | 262,982 |
| | 4,240 |
| | 1.61 | % | | 211,687 |
| | 4,193 |
| | 1.98 | % | 236,770 |
| | 4,201 |
| | 1.77 | % | | 232,078 |
| | 4,363 |
| | 1.88 | % | | 252,500 |
| | 4,938 |
| | 1.96 | % |
Tax-exempt (3) | 79,187 |
| | 3,688 |
| | 4.66 | % | | 54,633 |
| | 2,931 |
| | 5.36 | % | | 54,344 |
| | 3,372 |
| | 6.20 | % | 118,622 |
| | 4,913 |
| | 4.14 | % | | 107,414 |
| | 4,765 |
| | 4.44 | % | | 94,851 |
| | 4,347 |
| | 4.58 | % |
| Total investment securities | 369,088 |
| | 8,861 |
| | 2.40 | % | | 317,615 |
| | 7,171 |
| | 2.26 | % | | 266,031 |
| | 7,565 |
| | 2.84 | % | 355,392 |
| | 9,114 |
| | 2.56 | % | | 339,492 |
| | 9,128 |
| | 2.69 | % | | 347,351 |
| | 9,285 |
| | 2.67 | % |
| Federal funds sold and other | | | | | | | | | | | | | | | | | | |
| short-term investments | 45,846 |
| | 119 |
| | 0.26 | % | | 74,458 |
| | 191 |
| | 0.26 | % | | 91,634 |
| | 234 |
| | 0.26 | % | |
| Federal funds sold | | 20,064 |
| | 108 |
| | 0.54 | % | | 30,113 |
| | 81 |
| | 0.27 | % | | 17,007 |
| | 45 |
| | 0.26 | % |
Total interest-earning assets (3) | 1,367,101 |
| | 54,625 |
| | 4.00 | % | | 1,249,933 |
| | 52,222 |
| | 4.18 | % | | 1,208,498 |
| | 55,204 |
| | 4.57 | % | 1,711,612 |
| | 67,617 |
| | 3.95 | % | | 1,583,059 |
| | 62,751 |
| | 3.96 | % | | 1,429,593 |
| | 57,506 |
| | 4.02 | % |
| Noninterest-earning assets: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Cash and due from banks | 33,693 |
| | |
| | |
| | 33,336 |
| | |
| | |
| | 37,037 |
| | |
| | |
| 44,875 |
| | |
| | |
| | 46,122 |
| | |
| | |
| | 34,152 |
| | |
| | |
|
| Premises and equipment, net | 6,607 |
| | |
| | |
| | 5,699 |
| | |
| | |
| | 5,118 |
| | |
| | |
| 18,843 |
| | |
| | |
| | 10,904 |
| | |
| | |
| | 9,513 |
| | |
| | |
|
| Other, less allowance for | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| loan losses | 38,372 |
| | |
| | |
| | 37,440 |
| | |
| | |
| | 44,660 |
| | |
| | |
| 30,920 |
| | |
| | |
| | 35,567 |
| | |
| | |
| | 39,248 |
| | |
| | |
|
| Total noninterest-earning assets | 78,672 |
| | |
| | |
| | 76,475 |
| | |
| | |
| | 86,815 |
| | |
| | |
| 94,638 |
| | |
| | |
| | 92,593 |
| | |
| | |
| | 82,913 |
| | |
| | |
|
| Total assets | $ | 1,445,773 |
| | |
| | |
| | $ | 1,326,408 |
| | |
| | |
| | $ | 1,295,313 |
| | |
| | |
| $ | 1,806,250 |
| | |
| | |
| | $ | 1,675,652 |
| | |
| | |
| | $ | 1,512,506 |
| | |
| | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity | Liabilities and Stockholders' Equity | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Liabilities and Stockholders' Equity | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Interest-bearing liabilities: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Deposits: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Savings, interest-bearing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| demand and money markets | $ | 650,566 |
| | 1,611 |
| | 0.25 | % | | $ | 544,410 |
| | 1,991 |
| | 0.37 | % | | $ | 469,557 |
| | 2,857 |
| | 0.61 | % | $ | 917,774 |
| | 2,610 |
| | 0.28 | % | | $ | 825,771 |
| | 1,341 |
| | 0.16 | % | | $ | 736,002 |
| | 1,222 |
| | 0.17 | % |
| Time deposits | 168,050 |
| | 1,802 |
| | 1.07 | % | | 167,353 |
| | 2,544 |
| | 1.52 | % | | 239,624 |
| | 4,084 |
| | 1.70 | % | |
| Time | | 110,407 |
| | 781 |
| | 0.71 | % | | 128,899 |
| | 844 |
| | 0.65 | % | | 150,378 |
| | 1,204 |
| | 0.80 | % |
| Total deposits | 818,616 |
| | 3,413 |
| | 0.42 | % | | 711,763 |
| | 4,535 |
| | 0.64 | % | | 709,181 |
| | 6,941 |
| | 0.98 | % | 1,028,181 |
| | 3,391 |
| | 0.33 | % | | 954,670 |
| | 2,185 |
| | 0.23 | % | | 886,380 |
| | 2,426 |
| | 0.27 | % |
| Other borrowed funds | 178,119 |
| | 3,645 |
| | 2.05 | % | | 193,288 |
| | 4,929 |
| | 2.55 | % | | 191,019 |
| | 4,976 |
| | 2.60 | % | 136,535 |
| | 4,485 |
| | 3.28 | % | | 146,693 |
| | 3,808 |
| | 2.60 | % | | 150,654 |
| | 3,730 |
| | 2.48 | % |
| Total interest-bearing liabilities | 996,735 |
| | 7,058 |
| | 0.71 | % | | 905,051 |
| | 9,464 |
| | 1.05 | % | | 900,200 |
| | 11,917 |
| | 1.32 | % | 1,164,716 |
| | 7,876 |
| | 0.68 | % | | 1,101,363 |
| | 5,993 |
| | 0.54 | % | | 1,037,034 |
| | 6,156 |
| | 0.59 | % |
| Noninterest-bearing liabilities: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | | | |
| | |
| | |
| | |
| | |
| | |
|
| Demand deposits | 312,648 |
| | |
| | |
| | 283,931 |
| | |
| | |
| | 252,307 |
| | |
| | |
| 473,380 |
| | |
| | | | 420,842 |
| | |
| | |
| | 336,456 |
| | |
| | |
|
| Other liabilities | 8,601 |
| | |
| | |
| | 7,631 |
| | |
| | |
| | 7,286 |
| | |
| | |
| 7,734 |
| | |
| | | | 7,358 |
| | |
| | |
| | 7,092 |
| | |
| | |
|
| Stockholders' equity | 127,789 |
| | |
| | |
| | 129,795 |
| | |
| | |
| | 135,520 |
| | |
| | |
| 160,420 |
| | |
| | |
| | 146,089 |
| | |
| | |
| | 131,924 |
| | |
| | |
|
| Total liabilities and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| stockholders' equity | $ | 1,445,773 |
| | |
| | |
| | $ | 1,326,408 |
| | |
| | |
| | $ | 1,295,313 |
| | |
| | |
| $ | 1,806,250 |
| | |
| | |
| | $ | 1,675,652 |
| | |
| | |
| | $ | 1,512,506 |
| | |
| | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income/net interest spread (3) | Net interest income/net interest spread (3) | | $ | 47,567 |
| | 3.29 | % | | | | $ | 42,758 |
| | 3.13 | % | | |
| | $ | 43,287 |
| | 3.25 | % | Net interest income/net interest spread (3) | | $ | 59,741 |
| | 3.27 | % | | | | $ | 56,758 |
| | 3.42 | % | | |
| | $ | 51,350 |
| | 3.43 | % |
Net interest margin (3) | |
| | |
| | 3.48 | % | | |
| | |
| | 3.42 | % | | |
| | |
| | 3.58 | % | |
| | |
| | 3.49 | % | | |
| | |
| | 3.59 | % | | |
| | |
| | 3.59 | % |
| |
| (1) | Average loan balances include nonaccrual loans and loans held for sale.loans. Interest income recognized on nonaccrual loans has been included. |
| |
| (2) | Interest income on loans includes amortization of loan fees and costs and prepayment penalties collected, which are not material. |
| |
| (3) | Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental federal income tax rate of 35 percent and is adjusted to reflect the effect of the nondeductible interest expense associated with owning tax-exempt investment securities and loans. |
(dollars in thousands, except per share amounts)
Net Interest Income
The Company's largest component of net income is net interest income, which is the difference between interest earned on earninginterest-earning assets, consisting primarily of loans and investment securities, and interest paid on interest-bearing liabilities, consisting of deposits and borrowings. 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. Interest rates earned and paid are also affected by general economic conditions, particularly changes in market interest rates, and by competitive factors, government policies and the actions of regulatory authorities. Net interest margin is a measure of the net return on interest-earning assets and is computed by dividing tax-equivalent net interest income by thetotal average of total interest-earning assets for the year.
For the years ended December 31, 20132016, 20122015 and 20112014, the Company's net interest margin on a tax-equivalent basis was 3.483.49, 3.423.59 and 3.583.59 percent, respectively. The six basis point increase in the 2013 net interest margin was primarily due to an increase in the average volume of interest-earning assets and reductions in interest rates on deposits and borrowings. The resultThere was an increase of $4,809$2,983 in tax-equivalent net interest income in 2016 compared to 2012. Management believes the net interest margin will remain under pressure if the Federal Reserve maintains its current monetary policies. Several management actions will continue2015 primarily due to assistgrowth in maintaining the net interest margin. The first was the modification of $80,000 of the Company's FHLB advances in December 2012. The FHLB advances were refinanced as variable rate borrowings tied to three-month LIBOR. The overall interest rate effective on December 31, 2013 on the FHLB advances was 2.52 percent including amortization of prepayment fees, compared to the average 3.88 percent rate foroutstanding loan balances. This was partially offset by the year ended December 31, 2012. To prevent a negative impact to interest expenseincrease in the long-term, the Company entered into forward-starting interest rate swaps that in effect convert the payment streams to fixed rate beginning on various dates in 2014 and 2015.The Company also invested approximately $138,100 of federal funds sold during the first half of 2013 in investment securities, which produce higher yields. In addition, interest rates on the Company's Reward Me interest-bearing checking account were reduced in April 2013deposits and again on December 30, 2013, and interest rates on a number of other deposit products were reduced on December 30, 2013.borrowed funds.
(dollars in thousands, except per share amounts)
Rate and Volume Analysis
The rate and volume analysis shown below, on a tax-equivalent basis, is used to determine how much of the change in interest income or expense is the result of a change in volume or a change in interest yield or rate. The change in interest that is due to both volume and rate has been allocated to the change due to volume and the change due to rate in proportion to the absolute value of the change in each.
| | | | 2013 Compared to 2012 | | 2012 Compared to 2011 | 2016 Compared to 2015 | | 2015 Compared to 2014 |
| | Volume | | Rate | | Total | | Volume | | Rate | | Total | Volume | | Rate | | Total | | Volume | | Rate | | Total |
| Interest Income | | | | | | | | | | | | | | | | | | | | | | |
Loans: (1) | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | $ | (455 | ) | | $ | (1,262 | ) | | $ | (1,717 | ) | | $ | (458 | ) | | $ | (277 | ) | | $ | (735 | ) | $ | 983 |
| | $ | 58 |
| | $ | 1,041 |
| | $ | 2,299 |
| | $ | (148 | ) | | $ | 2,151 |
|
Real estate (2) | 5,200 |
| | (2,759 | ) | | 2,441 |
| | 991 |
| | (2,712 | ) | | (1,721 | ) | 4,393 |
| | (604 | ) | | 3,789 |
| | 4,289 |
| | (1,006 | ) | | 3,283 |
|
| Consumer and other loans | 64 |
| | (3 | ) | | 61 |
| | (52 | ) | | (37 | ) | | (89 | ) | |
| Consumer and other | | 19 |
| | 4 |
| | 23 |
| | (59 | ) | | (9 | ) | | (68 | ) |
| Total loans (including fees) | 4,809 |
| | (4,024 | ) | | 785 |
| | 481 |
| | (3,026 | ) | | (2,545 | ) | 5,395 |
| | (542 | ) | | 4,853 |
| | 6,529 |
| | (1,163 | ) | | 5,366 |
|
| Investment securities: | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
|
| Taxable | 457 |
| | 476 |
| | 933 |
| | 909 |
| | (862 | ) | | 47 |
| 87 |
| | (249 | ) | | (162 | ) | | (389 | ) | | (186 | ) | | (575 | ) |
Tax-exempt (2) | 1,183 |
| | (426 | ) | | 757 |
| | 18 |
| | (459 | ) | | (441 | ) | 477 |
| | (329 | ) | | 148 |
| | 561 |
| | (143 | ) | | 418 |
|
| Total investment securities | 1,640 |
| | 50 |
| | 1,690 |
| | 927 |
| | (1,321 | ) | | (394 | ) | 564 |
| | (578 | ) | | (14 | ) | | 172 |
| | (329 | ) | | (157 | ) |
| Federal funds sold and other | | | | | | | | | | | | |
| short-term investments | (74 | ) | | 2 |
| | (72 | ) | | (44 | ) | | 1 |
| | (43 | ) | |
| Federal funds sold | | (34 | ) | | 61 |
| | 27 |
| | 35 |
| | 1 |
| | 36 |
|
Total interest income (2) | 6,375 |
| | (3,972 | ) | | 2,403 |
| | 1,364 |
| | (4,346 | ) | | (2,982 | ) | 5,925 |
| | (1,059 | ) | | 4,866 |
| | 6,736 |
| | (1,491 | ) | | 5,245 |
|
| Interest Expense | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
|
| Deposits: | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
|
| Savings, interest-bearing | | | | | | | | | | | | | | | | | | | | | | |
| demand and money markets | 341 |
| | (721 | ) | | (380 | ) | | 404 |
| | (1,270 | ) | | (866 | ) | 164 |
| | 1,105 |
| | 1,269 |
| | 146 |
| | (27 | ) | | 119 |
|
| Time deposits | 11 |
| | (753 | ) | | (742 | ) | | (1,134 | ) | | (406 | ) | | (1,540 | ) | |
| Time | | (127 | ) | | 64 |
| | (63 | ) | | (158 | ) | | (202 | ) | | (360 | ) |
| Total deposits | 352 |
| | (1,474 | ) | | (1,122 | ) | | (730 | ) | | (1,676 | ) | | (2,406 | ) | 37 |
| | 1,169 |
| | 1,206 |
| | (12 | ) | | (229 | ) | | (241 | ) |
| Other borrowed funds | (365 | ) | | (919 | ) | | (1,284 | ) | | 59 |
| | (106 | ) | | (47 | ) | (278 | ) | | 955 |
| | 677 |
| | (100 | ) | | 178 |
| | 78 |
|
| Total interest expense | (13 | ) | | (2,393 | ) | | (2,406 | ) | | (671 | ) | | (1,782 | ) | | (2,453 | ) | (241 | ) | | 2,124 |
| | 1,883 |
| | (112 | ) | | (51 | ) | | (163 | ) |
Net interest income (2) | $ | 6,388 |
| | $ | (1,579 | ) | | $ | 4,809 |
| | $ | 2,035 |
| | $ | (2,564 | ) | | $ | (529 | ) | $ | 6,166 |
| | $ | (3,183 | ) | | $ | 2,983 |
| | $ | 6,848 |
| | $ | (1,440 | ) | | $ | 5,408 |
|
| |
| (1) | Average balances of nonaccrual loans were included for computational purposes. |
| |
| (2) | Tax-exempt income has been converted to a tax-equivalent basis using a federal income tax rate of 35 percent and is adjusted for the effect of the nondeductible interest expense associated with owning tax-exempt investment securities and loans. |
(dollars in thousands, except per share amounts)
Tax-equivalent interest income and fees on loans increased $785$4,853 for the year ended December 31, 20132016 compared to 20122015, while the. The average volumebalance of loans increased $94,307$122,702 in 2016 compared to 2015 as the Iowa economy saw some improvementremained strong and West Bank lenders in each of our markets focused on business development. The average yield on loans declined 44four basis points forin 20132016 compared to 20122015. The yield on the Company's loan portfolio is affected by the mix of the portfolio, the effects of competition, the interest rate environment, the amount of nonperforming loans, and reversals of previously accrued interest on charged-off loans. The political and interest rate environments can influence the volume of new loan originations and the mix of variable rate versus fixed rate loans.
The average balance of investment securities in 20132016 was $51,473$15,900 higher than in 20122015, while the yield increased 14decreased 13 basis points. The increase in volume was causedattributable primarily to investment securities purchases of $99,901 in the last 4 months of 2015, partially offset by management's decision to reinvest low earning federal funds sold intosales of investment securities.securities, calls of higher yielding municipal bonds, and paydowns received on collateralized mortgage obligations and mortgage-backed securities throughout 2016. The average balance of federal funds sold and other short-term investments declined $28,612decreased $10,049 during 20132016. compared to 2015, while the average yield increased 27 basis points in conjunction with the Federal Reserve's increases in the targeted federal funds rate in December 2015 and 2016.
The 2013average rate paid onbalance of interest-bearing deposits declinedincreased $73,511 in 2016 compared to 0.42 percent from 0.64 percent for 2012 due to lower market interest rates paid. The decline in deposit interest rates exceeded the cost attributed to higher interest-bearing deposit account balances, thus causing interest expense on deposits to decline by $1,122.2015. The increase in the average volumebalance was primarily the result of deposits was mostlythe normal fluctuations related to corporate customers' liquidity needs, significant business development efforts and growth in the Insured Cash Sweep (ICS) interest-bearing checking and money market products, which are reciprocal programs providing FDIC insurance coverage for all participating deposits.public funds from municipalities. The average balance of time deposits held steadycontinues to decline as fewer maturing deposits have been renewed due to the relatively low interest rates. The average rate paid on deposits in 2013.2016 increased to 0.33 percent from 0.23 percent for 2015. The increase in deposit interest rates is primarily the result of increases to money market and time deposit rates made by the Company in the fourth quarter of 2016 in response to market conditions. As a result, management expects the interest costs of money market and time deposits to increase in 2017.
The average rate paid on other borrowed funds increased 68 basis points in 2016 compared to 2015, while the average balance declined $10,158 between the same time periods. The increase in the average rate paid was due to the combination of an interest rate swap that became effective in December 2015, amortization of interest rate swap termination fees, and increases in rates for variable rate FHLB advances and subordinated notes. Management expects the interest costs of other borrowed funds to increase in 2017.
INVESTMENT SECURITIES PORTFOLIO
The following table sets forth the composition of the Company's investment portfolio as of the dates indicated.
|
| | | | | | | | | | | |
| | As of December 31 |
| | 2016 | | 2015 | | 2014 |
| Securities available for sale, at fair value: | | | | | |
| U.S. government agencies and corporations | $ | 2,593 |
| | $ | 2,692 |
| | $ | 12,820 |
|
| State and political subdivisions | 64,336 |
| | 73,079 |
| | 52,359 |
|
| Collateralized mortgage obligations | 101,950 |
| | 132,615 |
| | 125,870 |
|
| Mortgage-backed securities | 80,158 |
| | 101,088 |
| | 66,153 |
|
| Trust preferred securities | 1,250 |
| | 1,105 |
| | 918 |
|
| Corporate notes and other investments | 10,350 |
| | 10,135 |
| | 14,670 |
|
| Total securities available for sale | $ | 260,637 |
| | $ | 320,714 |
| | $ | 272,790 |
|
| | | | | | |
| Securities held to maturity, at amortized cost: | | | | | |
| State and political subdivisions | $ | 48,386 |
| | $ | 51,259 |
| | $ | 51,343 |
|
(dollars in thousands, except per share amounts)
The average rate paid on other borrowings declined 50 basis points in 2013 to 2.05 percent, primarily due to a rate reduction on the previously mentioned modified FHLB advances. The rate on the Company's subordinated notes related to the TPS is variable at 305 basis points over the three-month LIBOR adjusted on a quarterly basis. The average rate for 2013 for subordinated notes was 3.45 percent, compared to 3.64 percent for 2012. In June 2013, the Company entered into a forward-starting interest rate swap contract that effectively converts the variable rate to a fixed rate as of June 2014. In June 2013, the Company borrowed $16,000 with a variable rate of 1.95 percent plus 30-day LIBOR. The average rate for 2013 was 2.21 percent.
INVESTMENT SECURITIES PORTFOLIO
The following table sets forth the composition of the Company's investment securities available for sale as of the dates indicated.
|
| | | | | | | | | | | |
| | As of December 31 |
| | 2013 | | 2012 | | 2011 |
| U.S. government agencies and corporations | $ | 12,871 |
| | $ | 13,034 |
| | $ | 13,003 |
|
| State and political subdivisions | 87,788 |
| | 56,761 |
| | 52,517 |
|
| Collateralized mortgage obligations | 168,648 |
| | 173,594 |
| | 175,498 |
|
| Mortgage-backed securities | 58,156 |
| | 38,424 |
| | 35,636 |
|
| Trust preferred securities | 2,745 |
| | 2,095 |
| | 2,011 |
|
| Corporate notes and other investments | 15,008 |
| | 8,406 |
| | 4,480 |
|
| Total | $ | 345,216 |
| | $ | 292,314 |
| | $ | 283,145 |
|
The investment securities presented in the following table are reported at fair value and by contractual maturity as of December 31, 20132016. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. The collateralized mortgage obligations and mortgage-backed securities have monthly paydowns whichthat are not projectedreflected in the table.
| | | Investments as of December 31, 2013 | | Within one year | | After one year but within five years | | After five years but within ten years | | After ten years | | Total | |
| Investments as of December 31, 2016 | | | Within one year | | After one year but within five years | | After five years but within ten years | | After ten years | | Total |
| U.S. government agencies and corporations | | $ | — |
| | $ | 12,871 |
| | $ | — |
| | $ | — |
| | $ | 12,871 |
| | $ | 2,593 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 2,593 |
|
| State and political subdivisions | | 364 |
| | 7,908 |
| | 18,791 |
| | 60,725 |
| | 87,788 |
| | 496 |
| | 8,283 |
| | 34,184 |
| | 21,373 |
| | 64,336 |
|
| Collateralized mortgage obligations | | — |
| | — |
| | 11,744 |
| | 156,904 |
| | 168,648 |
| | — |
| | 1,091 |
| | 4,893 |
| | 95,966 |
| | 101,950 |
|
| Mortgage-backed securities | | — |
| | — |
| | 6,380 |
| | 51,776 |
| | 58,156 |
| | — |
| | 866 |
| | 27,349 |
| | 51,943 |
| | 80,158 |
|
Trust preferred securities (1) | | — |
| | — |
| | — |
| | 2,745 |
| | 2,745 |
| |
| Corporate notes and other investments | | — |
| | 13,532 |
| | 300 |
| �� | 1,176 |
| | 15,008 |
| |
| Trust preferred security | | | — |
| | — |
| | — |
| | 1,250 |
| | 1,250 |
|
| Corporate notes | | | 3,012 |
| | 3,527 |
| | 3,811 |
| | — |
| | 10,350 |
|
| Total | | $ | 364 |
| | $ | 34,311 |
| | $ | 37,215 |
| | $ | 273,326 |
| | $ | 345,216 |
| | $ | 6,101 |
| | $ | 13,767 |
| | $ | 70,237 |
| | $ | 170,532 |
| | $ | 260,637 |
|
| | | | | | | | | | | | | | | | | | | | | |
| Weighted average yield: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| U.S. government agencies and corporations | | — |
| | 1.70 | % | | — |
| | — |
| | | | 3.90 | % | | — |
| | — |
| | — |
| | |
State and political subdivisions (2)(1) | | 5.26 | % | | 4.59 | % | | 4.41 | % | | 4.53 | % | | | | 5.52 | % | | 4.10 | % | | 3.87 | % | | 4.58 | % | | |
| Collateralized mortgage obligations | | — |
| | — |
| | 2.32 | % | | 1.98 | % | | | | — |
| | 3.34 | % | | 2.36 | % | | 2.28 | % | | |
| Mortgage-backed securities | | — |
| | — |
| | 3.67 | % | | 1.92 | % | | | | — |
| | 3.80 | % | | 2.34 | % | | 2.08 | % | | |
Trust preferred securities (1) | | — |
| | — |
| | — |
| | 0.78 | % | | | |
| Corporate notes and other investments | | — |
| | 1.81 | % | | 3.00 | % | | 5.32 | % | | | |
| Trust preferred security | | | — |
| | — |
| | — |
| | 3.28 | % | | |
| Corporate notes | | | 2.01 | % | | 2.00 | % | | 4.74 | % | | — |
| | |
| Total | | 5.26 | % | | 2.39 | % | | 3.62 | % | | 2.54 | % | | | | 3.09 | % | | 3.48 | % | | 3.22 | % | | 2.52 | % | | |
| |
| (1) | One TPS, with a fair value of $1,850, has OTTI and is on nonaccrual status. |
| |
(2) | Yields on tax-exempt obligations have been computed on a tax-equivalent basis using an incremental federal income tax rate of 35 percent and are adjusted to reflect the effect of the nondeductible interest expense associated with owning tax-exempt investment securities. |
The investment securities held to maturity presented in the following table are reported at amortized cost and by contractual maturity as of December 31, 2016. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Table of Contents |
| | | | | | | | | | | | | | | | | | | | |
| Investments as of December 31, 2016 | | Within one year | | After one year but within five years | | After five years but within ten years | | After ten years | | Total |
| State and political subdivisions | | $ | — |
| | $ | 486 |
| | $ | 19,370 |
| | $ | 28,530 |
| | $ | 48,386 |
|
| | | | | | | | | | | |
| Weighted average yield: | | |
| | |
| | |
| | |
| | |
|
State and political subdivisions (1) | | — |
| | 3.01 | % | | 3.68 | % | | 4.48 | % | | |
(dollars in thousands, except per share amounts)
| |
| (1) | Yields on tax-exempt obligations have been computed on a tax-equivalent basis using an incremental federal income tax rate of 35 percent and are adjusted to reflect the effect of the nondeductible interest expense associated with owning tax-exempt investment securities. |
Generally, management obtainsManagement's process for obtaining and validating the fair value of investment securities atis discussed in Note 18 to the endconsolidated financial statements included in Item 8 of each reporting period via a third-party pricing service. Management, with the assistance of an independent investment advisory firm, reviewed the valuation process used by the third party and believes that process is valid. On a quarterly basis, management corroborates the fair values of investment securities by obtaining pricing from an independent investment advisory firm and comparing the two sets of fair values. Any significant variances are reviewed and investigated. In addition, the Company instituted a practice of further testing the fair values by selecting a sample of investment securities from each category of securities. For that sample, the prices were further validated by management, with assistance from an independent investment advisory firm, by obtaining details of the inputs used by the pricing service. Those inputs were independently tested, and we concluded the fair values were consistent with GAAP and investment securities were properly classified in the fair value hierarchy.this Form 10-K.
The significant increase in long-term market interest rates at the end of the second quarter of 2013 that continued through the remainder of 2013, caused the fair value of our investment portfolio to decline to a level below the overall amortized cost basis. As of December 31, 2013,2016, the existing gross unrealized losses of $11,355$3,933 were considered to be temporary in nature due to market interest rate fluctuations, and illiquid markets, not reduced estimated cash flows, and the Company has the ability and the intent to hold the related securities with unrealized losses for a period of time sufficient to allow for a recovery, which may be at maturity.
In September 2014, the Company reclassified 86 state and political subdivision securities with total amortized cost and fair value of $50,882 and $51,371, respectively, to the held to maturity classification. The remaining $2,321Company decided it was prudent to reclassify approximately half of the total unrealized losses relatedstate and political subdivision securities owned at that time to one pooled TPS (as discussed below),the held to maturity designation as the Company has the ability and intent to hold these securities until their maturity dates, which is consideredrange from 2020 to have OTTI.2034. By establishing a "held to maturity" investment securities portfolio, any future decline in the market value of the securities in this portfolio will not adversely impact stockholders' equity and book value per share.
(dollars in thousands, except per share amounts)
As of December 31, 2013,2016, approximately 6670 percent of the available for sale investment securities portfolio consisted of government agency guaranteed collateralized mortgage obligations and mortgage-backed securities. In the current low interest rate environment, both provide relatively good yields, have little to no credit risk and provide fairly consistent cash flows. Collateralized mortgage obligations and mortgage-backed securities consist of residential mortgage pass-through securities guaranteed by the Government National Mortgage Association (GNMA) or issued by the Federal National Mortgage Association (FNMA) and real estate mortgage investment conduits guaranteed by the Federal Home Loan Mortgage Corporation (FHLMC) or GNMA. The debt obligations were all within the credit ratings acceptable under West Bank's investment policy.
Approximately 6640 percent of all 2013 security purchases totaling approximately $94,300the securities issued by state and political subdivisions involve governmental entities within the state of Iowa. The remaining securities issued by state and political subdivisions were issued by government entities in these categories of securities.
The Company also purchased approximately $34,800 of securities originated by municipalities in17 other states other than Iowa, due to their somewhat higher yields compared to Iowa municipalities with similar credit risks.
At December 31, 2013, the most significant risk of a future impairment charge was related to the Company's investment in a pooled TPS, ALESCO Preferred Funding X, Ltd. As of December 31, 2013, this TPS, with a cost basis of $4,171, was valued at $1,850. Management first considered this pooled TPS to have OTTI in 2009. Any potential future loss that would be considered a credit loss would negatively impact net income and regulatory capital; however, the fair value adjustment at December 31, 2013, has already been recorded against equity. This investment security is on a list of pooled TPSs that have been determined to be eligible for financial institutions to retain under changes made to the Volcker Rule in January 2014.
As of December 31, 20132016, the Company did not have securities from a single issuer, except for the United States government or its agencies, that exceeded 10 percent of consolidated stockholders' equity.
(dollars in thousands, except per share amounts)
LOAN PORTFOLIO
Types of Loans
The following table sets forth the composition of the Company's loan portfolio by segment as of the dates indicated.
| | | | As of December 31 | As of December 31 |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| Commercial | $ | 258,010 |
| | $ | 282,124 |
| | $ | 255,702 |
| | $ | 310,376 |
| | $ | 356,885 |
| $ | 334,014 |
| | $ | 349,051 |
| | $ | 316,908 |
| | $ | 258,010 |
| | $ | 282,124 |
|
| Real estate: | | | |
| | |
| | |
| | |
| | | |
| | |
| | |
| | |
|
| Construction, land, and land development | 117,394 |
| | 121,911 |
| | 101,607 |
| | 116,601 |
| | 148,505 |
| |
| Construction, land and land development | | 205,610 |
| | 174,602 |
| | 154,490 |
| | 117,394 |
| | 121,911 |
|
| 1-4 family residential first mortgages | 50,349 |
| | 49,280 |
| | 63,218 |
| | 51,760 |
| | 64,288 |
| 47,184 |
| | 51,370 |
| | 53,497 |
| | 50,349 |
| | 49,280 |
|
| Home equity | 25,205 |
| | 25,536 |
| | 26,423 |
| | 26,111 |
| | 30,110 |
| 18,057 |
| | 21,749 |
| | 24,500 |
| | 25,205 |
| | 25,536 |
|
| Commercial | 532,139 |
| | 441,857 |
| | 386,137 |
| | 372,404 |
| | 413,063 |
| 788,000 |
| | 644,176 |
| | 625,938 |
| | 532,139 |
| | 441,857 |
|
| Consumer and other loans | 9,236 |
| | 7,099 |
| | 6,155 |
| | 11,514 |
| | 8,163 |
| 8,355 |
| | 6,801 |
| | 9,318 |
| | 9,236 |
| | 7,099 |
|
| Total loans | 992,333 |
| | 927,807 |
| | 839,242 |
| | 888,766 |
| | 1,021,014 |
| 1,401,220 |
| | 1,247,749 |
| | 1,184,651 |
| | 992,333 |
| | 927,807 |
|
| Deferred loan fees, net | (613 | ) | | (406 | ) | | (283 | ) | | (117 | ) | | (304 | ) | (1,350 | ) | | (1,061 | ) | | (606 | ) | | (613 | ) | | (406 | ) |
| Total loans, net of deferred fees | $ | 991,720 |
| | $ | 927,401 |
| | $ | 838,959 |
| | $ | 888,649 |
| | $ | 1,020,710 |
| $ | 1,399,870 |
| | $ | 1,246,688 |
| | $ | 1,184,045 |
| | $ | 991,720 |
| | $ | 927,401 |
|
As of December 31, 20132016, total loans were approximately 8591 percent of total deposits and 6975 percent of total assets. As of December 31, 20132016, the majority of all loans were originated directly by West Bank to borrowers within West Bank's principal market areas. There were no non-U.S.$3,945 of purchased participation loans outstanding during the years presented.to two non-U.S. public companies that are listed on U.S. stock exchanges as of December 31, 2016.
Loans outstanding at the end of 2016 increased approximately 6.912.3 percent compared to the end of 20122015. The growth was primarily in the commercial real estate segment. The loan pipeline in the first quarter of 2014 is strong, and managementconstruction and land development segments. Management believes the Companygrowth was the result of improvement in our local economies, continued growth from the Rochester, Minnesota, location and the Company's overall business development efforts. The opening of the Rochester location in March 2013 and the addition of its experienced lenders have produced loan balances in that market of $111,505 as of December 31, 2016, an increase of $24,285 compared to loan balances outstanding as of December 31, 2015. Management believes the business development efforts are strong in all three of our markets, and additional growth is well positioned to continue to grow its loan portfolio.expected in 2017.
For a description of the loan segments, see Note 34 to the consolidated financial statements included in Item 8 of this filing.Form 10-K. The interest rates charged on loans vary with the degree of risk and the amount of the loan and the termterms of the loan. Competitive pressures, the credit worthinesscreditworthiness of the borrower, market interest rates, the availability of funds, and government regulation further influence the rate charged on a loan.
The Company follows a loan policy approved by West Bank's Board of Directors. The loan policy is reviewed at least annually and is updated as considered necessary. The policy establishes lending limits, review criteria and other guidelines for loan administration and the allowance for loan losses, among others.other things. Loans are approved by West Bank's Board of Directors and/or designated officers in accordance with the applicable guidelines and underwriting policies. Loans to any one borrower are limited by state banking laws. Loan officer lending authorities vary according to the individual loan officer's experience and expertise.
Within the commercial real estate category, loans totaling approximately $138,000 are for medical office buildings. These loans are to experienced operators, are adjacent to large medical centers, and are geographically dispersed throughout the country.
(dollars in thousands, except per share amounts)
Within the commercial real estate category, concentrations in excess of 10 percent of total loans outstanding at December 31, 2016 included approximately $193,000 of loans for medical-related facilities and approximately $188,000 of loans secured by multifamily residential properties.
Maturities of Loans
The contractual maturities of the Company's loan portfolio are as shown in the following tables. Actual maturities may differ from contractual maturities because individual borrowers may have the right to prepay loans with or without prepayment penalties.
| | | Loans as of December 31, 2013 | | Within one year | | After one but within five years | | After five years | | Total | |
| Loans as of December 31, 2016 | | | Within one year | | After one but within five years | | After five years | | Total |
| Commercial | | $ | 126,754 |
| | $ | 121,272 |
| | $ | 9,984 |
| | $ | 258,010 |
| | $ | 136,636 |
| | $ | 162,307 |
| | $ | 35,071 |
| | $ | 334,014 |
|
| Real estate: | | | | | | | | |
| | | | | | | | |
|
| Construction, land and land development | | 70,555 |
| | 43,230 |
| | 3,609 |
| | 117,394 |
| | 130,800 |
| | 21,526 |
| | 53,284 |
| | 205,610 |
|
| 1-4 family residential first mortgages | | 11,761 |
| | 34,708 |
| | 3,880 |
| | 50,349 |
| | 6,556 |
| | 36,314 |
| | 4,314 |
| | 47,184 |
|
| Home equity | | 4,581 |
| | 18,166 |
| | 2,458 |
| | 25,205 |
| | 5,664 |
| | 12,337 |
| | 56 |
| | 18,057 |
|
| Commercial | | 36,357 |
| | 314,527 |
| | 181,255 |
| | 532,139 |
| | 54,773 |
| | 453,379 |
| | 279,848 |
| | 788,000 |
|
| Consumer and other loans | | 4,739 |
| | 4,222 |
| | 275 |
| | 9,236 |
| | 2,711 |
| | 5,623 |
| | 21 |
| | 8,355 |
|
| Total loans | | $ | 254,747 |
| | $ | 536,125 |
| | $ | 201,461 |
| | $ | 992,333 |
| | $ | 337,140 |
| | $ | 691,486 |
| | $ | 372,594 |
| | $ | 1,401,220 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| | | | | After one but within five years | | After five years | | |
| | | | After one but within five years | | After five years | | |
|
| Loan maturities after one year with: | | | | |
| | |
| | |
| | | | |
| | |
| | |
|
| Fixed rates | | | | $ | 450,354 |
| | $ | 133,756 |
| | |
| | | | $ | 565,736 |
| | $ | 213,560 |
| | |
|
| Variable rates | | | | 85,771 |
| | 67,705 |
| | |
| | | | 125,750 |
| | 159,034 |
| | |
|
| | | | | $ | 536,125 |
| | $ | 201,461 |
| | |
| | | | $ | 691,486 |
| | $ | 372,594 |
| | |
|
Risk Elements
The following table sets forth the amount of nonperforming assets held by the Company and common ratio measurements of those assets as of the dates indicated.
| | | | Years Ended December 31 | Years Ended December 31 |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| Nonaccrual loans | $ | 2,398 |
| | $ | 6,400 |
| | $ | 8,572 |
| | $ | 7,945 |
| | $ | 12,350 |
| $ | 1,022 |
| | $ | 1,381 |
| | $ | 1,561 |
| | $ | 2,398 |
| | $ | 6,400 |
|
| Loans past due 90 days and still accruing interest | — |
| | — |
| | — |
| | 198 |
| | 1,150 |
| — |
| | — |
| | — |
| | — |
| | — |
|
Troubled debt restructured loans (1) | 517 |
| | 856 |
| | 2,121 |
| | 4,787 |
| | 12,817 |
| — |
| | 80 |
| | 376 |
| | 517 |
| | 856 |
|
| Total nonperforming loans | 2,915 |
| | 7,256 |
| | 10,693 |
| | 12,930 |
| | 26,317 |
| 1,022 |
| | 1,461 |
| | 1,937 |
| | 2,915 |
| | 7,256 |
|
| Other real estate owned | 5,800 |
| | 8,304 |
| | 10,967 |
| | 19,193 |
| | 25,350 |
| — |
| | — |
| | 2,235 |
| | 5,800 |
| | 8,304 |
|
| Nonaccrual investment securities | 1,850 |
| | 1,334 |
| | 1,245 |
| | 1,339 |
| | 1,282 |
| — |
| | — |
| | — |
| | 1,850 |
| | 1,334 |
|
| Total nonperforming assets | $ | 10,565 |
| | $ | 16,894 |
| | $ | 22,905 |
| | $ | 33,462 |
| | $ | 52,949 |
| $ | 1,022 |
| | $ | 1,461 |
| | $ | 4,172 |
| | $ | 10,565 |
| | $ | 16,894 |
|
| | | | | | | | | | | | | | | | | | | |
| Nonperforming loans to total loans | 0.29 | % | | 0.78 | % | | 1.27 | % | | 1.46 | % | | 2.58 | % | 0.07 | % | | 0.12 | % | | 0.16 | % | | 0.29 | % | | 0.78 | % |
| Nonperforming assets to total assets | 0.73 | % | | 1.17 | % | | 1.80 | % | | 2.56 | % | | 3.36 | % | 0.06 | % | | 0.08 | % | | 0.26 | % | | 0.73 | % | | 1.17 | % |
| |
| (1) | While TDR loans are commonly reported by the industry as nonperforming, those not classified in the nonaccrual category are accruing interest due to payment performance. TDR loans on nonaccrual status, if any, are included in the nonaccrual category. |
Credit quality of the Company's assets remains strong as nonperforming assets continued to decline during 2016. The Company's Texas ratio, which is computed by dividing nonperforming assets by tangible common equity plus the allowance for loan losses, was 0.56 percent as of December 31, 2016, compared to 0.87 percent as of December 31, 2015.
(dollars in thousands, except per share amounts)
The following tables set forth the annual activity within each category of nonperforming assets for the years ended December 31, 2013 and 2012.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2013 |
| | Nonaccrual | | Loans Past Due 90 Days and Still Accruing Interest | | Troubled Debt Restructured | | Total Nonperforming Loans | | Other Real Estate Owned | | Nonaccrual Investment Securities | | Total Nonperforming Assets |
| Balance at beginning of period | $ | 6,400 |
| | $ | — |
| | $ | 856 |
| | $ | 7,256 |
| | $ | 8,304 |
| | $ | 1,334 |
| | $ | 16,894 |
|
| Increase in fair market value | — |
| | — |
| | — |
| | — |
| | — |
| | 516 |
| | 516 |
|
| Additions | 6,159 |
| | 1,156 |
| | 31 |
| | 7,346 |
| | 272 |
| | — |
| | 7,618 |
|
| Transfers: | | | | | | | | | | | | | |
| Troubled debt to nonaccrual | 104 |
| | — |
| | (104 | ) | | — |
| | — |
| | — |
| | — |
|
| Nonaccrual to OREO | (197 | ) | | — |
| | — |
| | (197 | ) | | 197 |
| | — |
| | — |
|
| Upgrade in classification | — |
| | (1,150 | ) | | (186 | ) | | (1,336 | ) | | — |
| | — |
| | (1,336 | ) |
| Sales | — |
| | — |
| | — |
| | — |
| | (1,632 | ) | | — |
| | (1,632 | ) |
| Subsequent write-downs/ | | | | | | | | | | | | | |
| impairments | (1,490 | ) | | (5 | ) | | (31 | ) | | (1,526 | ) | | (1,341 | ) | | — |
| | (2,867 | ) |
| Payments | (8,578 | ) | | (1 | ) | | (49 | ) | | (8,628 | ) | | — |
| | — |
| | (8,628 | ) |
| Balance at end of period | $ | 2,398 |
| | $ | — |
| | $ | 517 |
| | $ | 2,915 |
| | $ | 5,800 |
| | $ | 1,850 |
| | $ | 10,565 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2012 |
| | Nonaccrual | | Loans Past Due 90 Days and Still Accruing Interest | | Troubled Debt Restructured | | Total Nonperforming Loans | | Other Real Estate Owned | | Nonaccrual Investment Securities | | Total Nonperforming Assets |
| Balance at beginning of period | $ | 8,572 |
| | $ | — |
| | $ | 2,121 |
| | $ | 10,693 |
| | $ | 10,967 |
| | $ | 1,245 |
| | $ | 22,905 |
|
| Increase in fair market value | — |
| | — |
| | — |
| | — |
| | — |
| | 292 |
| | 292 |
|
| Additions | 2,415 |
| | 130 |
| | 207 |
| | 2,752 |
| | 318 |
| | — |
| | 3,070 |
|
| Transfers: |
| |
| |
| | | |
| |
| | |
| Past due to troubled debt | — |
| | (574 | ) | | 574 |
| | — |
| | — |
| | — |
| | — |
|
| Troubled debt to nonaccrual | 894 |
| | — |
| | (894 | ) | | — |
| | — |
| | — |
| | — |
|
| Troubled debt to past due | — |
| | 480 |
| | (480 | ) | | — |
| | — |
| | — |
| | — |
|
| Nonaccrual to OREO | (553 | ) | | — |
| | — |
| | (553 | ) | | 553 |
| | — |
| | — |
|
| Upgrade in classification | (417 | ) | | — |
| | — |
| | (417 | ) | | — |
| | — |
| | (417 | ) |
| Sales | — |
| | — |
| | — |
| | — |
| | (2,039 | ) | | — |
| | (2,039 | ) |
| Subsequent write-downs/ | | | | | | | | | | | | | |
| impairments | (1,457 | ) | | (36 | ) | | (606 | ) | | (2,099 | ) | | (1,495 | ) | | (203 | ) | | (3,797 | ) |
| Payments | (3,054 | ) | | — |
| | (66 | ) | | (3,120 | ) | | — |
| | — |
| | (3,120 | ) |
| Balance at end of period | $ | 6,400 |
| | $ | — |
| | $ | 856 |
| | $ | 7,256 |
| | $ | 8,304 |
| | $ | 1,334 |
| | $ | 16,894 |
|
The 37.5 percent decline in nonperforming assets since the end of 2012 is the result of continued devotion of resources to collection and disposal of these assets. The increase in nonaccrual investment securities is due to the improved market value of the one investment security in this category.
The accrual of interest on past due and other impaired loans is generally discontinued when loan payments are past due 90 days or when, in the opinion of management, the borrower may be unable to make payments as they become due. Interest income is subsequently recognized only to the extent cash payments are received. Generally, all payments received while a loan is on nonaccrual status are applied to the principal balance of the loan. For the years ended December 31, 20132016, 20122015 and 20112014, interest income that would have been recorded during the nonaccrual period under the original terms of such loans was approximately $333, $513$72, $128 and $450,$136, respectively. A loan may be returned to accrual status when all principal and interest amounts contractually due are brought current and it is reasonable to expect continued payment performance. In certain cases, interest may continue to accrue on loans past due more than 90 days when the value of the collateral is sufficient to cover both the principal amount of the loan and accrued interest and the loan is in the process of collection.
(dollars in thousands, except per share amounts)
A loan may beis considered a TDR loan when the interest rate is reduced below that of a new loan with comparable risk or the term is extended beyond the original maturity date and the borrower is considered to be experiencing financial difficulties. The payment history of the borrower, along with a current analysis of its cash flows, is used to determine the restructured terms. Underwriting procedures are similar to those of new loan originations and renewals of performing loans in that current financial statements and tax returns areinformation is obtained and analyzed. A current assessment of collateral is performed. The approval process for TDR loans is the same as that for new loans. The TDR loans with extended terms are accounted for as impaired until ongoing performance is established. Any TDR loan with an interest rate concession remains in TDR status until paid off. Interest income on TDR loans is recognized pursuant to the revised terms of the loan agreement. A TDR loan may be reported in the nonaccrual category if it is not performing in accordance with its revised terms.
Interest income on other impaired loans is based upon the terms of the underlying loan agreement. However, the recorded net investment in impaired loans, including accrued interest, is limited to the present value of the expected cash flows of the impaired loan or the observable fair market value of the loan's collateral. The average balance of all impaired loans during 20132016 was approximately $12,008.$1,154. Interest income recognized on impaired loans in 20132016, 20122015 and 20112014 was approximately $347, $889$1, $19 and $1,046,$105, respectively.
As of December 31, 2013,2016, West Bank had identified approximately $1,369$2,254 in loans to twothree commercial and commercial real estate customers as potential problem loans. NeitherThe Small Business Administration guarantees approximately $915 of these loans, and none of these loans were in default at the end of the year. It is not now possible to predict the degree of problems these loans may develop. However, West Bank is closely monitoring each loan.
The composition of other real estate owned as of December 31, 2013 and 2012, is shown in the following table.
|
| | | | | | | |
| | 2013 | | 2012 |
| Construction, land and land development | $ | 5,756 |
| | $ | 7,967 |
|
| 1-4 family residential properties | 44 |
| | 223 |
|
| Commercial properties | — |
| | 114 |
|
| | $ | 5,800 |
| | $ | 8,304 |
|
The Company is actively marketing the assets included in the previous table. There has been increased interest from potential buyers, but demand for commercial real estate and development land remains relatively low for certain of the properties. Valuations of other real estate owned are updated by management at least annually and sometimes more frequently, so that the properties are carried at current market value less estimated disposal costs. Market values are determined by obtaining updated appraisals or other market information. As of December 31, 2013, the construction, land and land development category included two properties in the Des Moines metropolitan area, one property in Missouri and one property in Arkansas. The property in Arkansas, with a carrying value of $476, was sold in February 2014. The 1-4 family category consisted of one home in the Des Moines area.
SUMMARY OF THE ALLOWANCE FOR LOAN LOSSES
The provision for loan losses represents charges made to earnings to maintain an adequate allowance for loan losses. The adequacy of the allowance for loan losses is evaluated quarterly by management and reviewed by the Board of Directors. 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; the value and adequacy of loan collateral; the condition of the local economy and the condition of the specific industry of the borrower; the levels and trends of loans by segment; and a review of delinquent and classified loans.
The adequacy of the allowance for loan losses is evaluated quarterly by management and reviewed by the Board of Directors. This evaluation focuses on factors such as specific loan reviews, changes in the components 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 factors, including whether the loan has other special or unusual characteristics that suggest special monitoring is warranted. The Company's concentration risks include geographic concentration in central Iowa.and eastern Iowa and southeastern Minnesota. The local economy is comprisedeconomies are composed primarily of service industries and state and county governments.
West Bank has a significant portion of its loan portfolio in commercial real estate loans, commercial lines of credit, commercial term loans, and construction and land development loans. West Bank's typical commercial borrower is a small- or medium-sized, privately owned business entity. West Bank's commercial loans typically have greater credit risks than residential mortgage or consumer loans because they often have larger balances and repayment usually depends on the borrowers' successful business operations. Commercial loans also involve additional risks because they generally are not fully repaid over the loan period and, thus, may require refinancing or a large payoff at maturity. If the general economy turns downward, commercial borrowers may not be able to repay their loans, and the value of their assets, which are usually pledged as collateral, may decrease rapidly and significantly.
(dollars in thousands, except per share amounts)
While management uses available information to recognize losses on loans, further reduction in the carrying amounts of loans may be necessary based on changes in circumstances, changes in the overall economy in the markets we currently serve, or later acquired information. 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 integral parts of their examination processes, periodically review the estimated losses on loans.credit quality of the loan portfolio and the level of the allowance for loan losses. Such agencies may require West Bank to recognize additional losses based on such agencies' review of information available to them at the time of their examinations.
Change in the Allowance for Loan Losses
West Bank's policy is to charge off loans when, in management's opinion, thea loan or a portion of a loan is deemed uncollectible, although concerteduncollectible. Concerted efforts are made to maximize future recoveries. The following table summarizes activity in the Company's allowance for loan losses by loan segment for the years indicated, including amounts of loans charged off, recoveries, additions to the allowance charged to income and related ratios.
| | | | Analysis of the Allowance for Loan Losses for the Years Ended December 31 | Analysis of the Allowance for Loan Losses for the Years Ended December 31 |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| Balance at beginning of period | $ | 15,529 |
| | $ | 16,778 |
| | $ | 19,087 |
| | $ | 19,126 |
| | $ | 15,441 |
| $ | 14,967 |
| | $ | 13,607 |
| | $ | 13,791 |
| | $ | 15,529 |
| | $ | 16,778 |
|
| Charge-offs: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Commercial | 742 |
| | 402 |
| | 2,976 |
| | 5,785 |
| | 8,495 |
| 125 |
| | 408 |
| | 836 |
| | 742 |
| | 402 |
|
| Real estate: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Construction, land and land development | — |
| | 1,508 |
| | 2 |
| | 209 |
| | 2,859 |
| 141 |
| | — |
| | — |
| | — |
| | 1,508 |
|
| 1-4 family residential first mortgages | 116 |
| | 301 |
| | 946 |
| | 371 |
| | 1,087 |
| 93 |
| | 23 |
| | 131 |
| | 116 |
| | 301 |
|
| Home equity | 119 |
| | 343 |
| | 97 |
| | 266 |
| | 598 |
| — |
| | 2 |
| | 138 |
| | 119 |
| | 343 |
|
| Commercial | 624 |
| | 5 |
| | 722 |
| | 53 |
| | 3,551 |
| — |
| | — |
| | 112 |
| | 624 |
| | 5 |
|
| Consumer and other loans | 33 |
| | 25 |
| | 21 |
| | 234 |
| | 4,790 |
| 47 |
| | 6 |
| | — |
| | 33 |
| | 25 |
|
| | 1,634 |
| | 2,584 |
| | 4,764 |
| | 6,918 |
| | 21,380 |
| |
| Total charge-offs | | 406 |
| | 439 |
| | 1,217 |
| | 1,634 |
| | 2,584 |
|
| Recoveries: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Commercial | 292 |
| | 354 |
| | 1,809 |
| | 716 |
| | 493 |
| 218 |
| | 579 |
| | 116 |
| | 292 |
| | 354 |
|
| Real estate: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Construction, land and land development | 42 |
| | — |
| | 2 |
| | 10 |
| | 20 |
| 217 |
| | 250 |
| | 8 |
| | 42 |
| | — |
|
| 1-4 family residential first mortgages | 150 |
| | 98 |
| | 42 |
| | 33 |
| | 8 |
| 59 |
| | 7 |
| | 45 |
| | 150 |
| | 98 |
|
| Home equity | 236 |
| | 22 |
| | 29 |
| | 16 |
| | 11 |
| 36 |
| | 87 |
| | 99 |
| | 236 |
| | 22 |
|
| Commercial | 2 |
| | 206 |
| | 1 |
| | 10 |
| | — |
| 13 |
| | 12 |
| | 11 |
| | 2 |
| | 206 |
|
| Consumer and other loans | 24 |
| | 30 |
| | 22 |
| | 44 |
| | 33 |
| 8 |
| | 14 |
| | 4 |
| | 24 |
| | 30 |
|
| | 746 |
| | 710 |
| | 1,905 |
| | 829 |
| | 565 |
| |
| Net charge-offs | 888 |
| | 1,874 |
| | 2,859 |
| | 6,089 |
| | 20,815 |
| |
| Total recoveries | | 551 |
| | 949 |
| | 283 |
| | 746 |
| | 710 |
|
| Net charge-offs (recoveries) | | (145 | ) | | (510 | ) | | 934 |
| | 888 |
| | 1,874 |
|
| Provision for loan losses charged to operations | (850 | ) | | 625 |
| | 550 |
| | 6,050 |
| | 24,500 |
| 1,000 |
| | 850 |
| | 750 |
| | (850 | ) | | 625 |
|
| Balance at end of period | $ | 13,791 |
| | $ | 15,529 |
| | $ | 16,778 |
| | $ | 19,087 |
| | $ | 19,126 |
| $ | 16,112 |
| | $ | 14,967 |
| | $ | 13,607 |
| | $ | 13,791 |
| | $ | 15,529 |
|
| Average loans outstanding | $ | 949,775 |
| | $ | 854,860 |
| | $ | 849,115 |
| | $ | 960,227 |
| | $ | 1,098,520 |
| $ | 1,336,156 |
| | $ | 1,213,429 |
| | $ | 1,063,528 |
| | $ | 949,775 |
| | $ | 854,860 |
|
| Ratio of net charge-offs during the period | | | | | | | | | | |
| to average loans outstanding | 0.09 | % | | 0.22 | % | | 0.34 | % | | 0.63 | % | | 1.89 | % | |
| Ratio of net charge-offs (recoveries) during the | | | | | | | | | | |
| period to average loans outstanding | | (0.01 | )% | | (0.04 | )% | | 0.09 | % | | 0.09 | % | | 0.22 | % |
| Ratio of allowance for loan losses to | | | | | | | | | | | | | | | | | | |
| average loans outstanding | 1.45 | % | | 1.82 | % | | 1.98 | % | | 1.99 | % | | 1.74 | % | 1.21 | % | | 1.23 | % | | 1.28 | % | | 1.45 | % | | 1.82 | % |
| Ratio of allowance for loan losses to total | | | | | | | | | | |
| loans at the end of period | | 1.15 | % | | 1.20 | % | | 1.15 | % | | 1.39 | % | | 1.67 | % |
According to the September 2013 Bank Holding Company Performance Report prepared by the Federal Reserve Board's Division of Banking Supervision and Regulation, the percentage of net charge-offs to average loans for all banks with total assets between $1 billion and $3 billion was 0.25 percent for the first nine months of 2013. As shown above, the Company's net charge-off ratio was 0.09 percent, considerably below its peer group average for the first three quarters of 2013 as gross charge-offs declined $950 compared to 2012.
Approximately $724 of the 2013 commercial charge-offs related to three customers. The commercial real estate charge-off of $624 related to one customer at the time of the negotiated settlement of the loan.
(dollars in thousands, except per share amounts)
West Bank has a significant portion of its loan portfolio in commercial real estate loans, commercial lines of credit, commercial term loans, and construction or land development loans. West Bank's typical commercial borrower is a small or medium-sized, privately-owned business entity. West Bank's commercial loans typically have greater credit risks than residential mortgage or consumer loans because they often have larger balances and repayment usually depends on the borrowers' successful business operations. Commercial loans also involve additional risks because they generally are not fully repaid over the loan period and, thus, usually require refinancing or a large payoff at maturity. When the economy turns downward, as occurred in 2008 and 2009, commercial borrowers may not be able to repay their loans, and the value of their assets, which are usually pledged as collateral, may decrease rapidly and significantly. Although management believes that the real estate markets in which West Bank makes loans are better than other parts of the country, real estate-related credit risks continue to be somewhat higher than normal in our markets.
Breakdown of Allowance for Loan Losses by Category
The following table sets forth information concerning the Company's allocation of the allowance for loan losses by segment as of the dates indicated.
| | | | | | | | | | | | | | | | | | | | | | | As of December 31 |
| | 2013 | | 2012 | | 2011 | | 2010 | | 2009 | 2016 | | 2015 | | 2014 | | 2013 | | 2012 |
| | Amount | | %* | | Amount | | %* | | Amount | | %* | | Amount | | %* | | Amount | | %* | Amount | | %* | | Amount | | %* | | Amount | | %* | | Amount | | %* | | Amount | | %* |
| Balance at end of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| period applicable to: | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | |
| | | | |
| | | | |
| | | | |
| | | | |
|
| Commercial | $ | 4,199 |
| | 26.00 | % | | $ | 4,116 |
| | 30.41 | % | | $ | 4,409 |
| | 30.47 | % | | $ | 7,940 |
| | 34.92 | % | | $ | 7,988 |
| | 34.95 | % | $ | 3,881 |
| | 23.84 | % | | $ | 4,369 |
| | 27.97 | % | | $ | 4,415 |
| | 26.75 | % | | $ | 4,199 |
| | 26.00 | % | | $ | 4,116 |
| | 30.41 | % |
| Real estate: | | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Construction, land | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| and land development | 3,032 |
| | 11.83 | % | | 4,616 |
| | 13.14 | % | | 3,572 |
| | 12.11 | % | | 3,787 |
| | 13.12 | % | | 3,260 |
| | 14.54 | % | 2,639 |
| | 14.67 | % | | 2,338 |
| | 13.99 | % | | 2,151 |
| | 13.04 | % | | 3,032 |
| | 11.83 | % | | 4,616 |
| | 13.14 | % |
| 1-4 family residential | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| first mortgages | 613 |
| | 5.07 | % | | 637 |
| | 5.31 | % | | 1,215 |
| | 7.53 | % | | 647 |
| | 5.82 | % | | 649 |
| | 6.30 | % | 317 |
| | 3.37 | % | | 508 |
| | 4.12 | % | | 466 |
| | 4.51 | % | | 613 |
| | 5.07 | % | | 637 |
| | 5.31 | % |
| Home equity | 403 |
| | 2.54 | % | | 568 |
| | 2.75 | % | | 832 |
| | 3.15 | % | | 658 |
| | 2.94 | % | | 654 |
| | 2.95 | % | 478 |
| | 1.29 | % | | 481 |
| | 1.74 | % | | 534 |
| | 2.07 | % | | 403 |
| | 2.54 | % | | 568 |
| | 2.75 | % |
| Commercial | 5,485 |
| | 53.63 | % | | 5,564 |
| | 47.62 | % | | 6,667 |
| | 46.01 | % | | 5,823 |
| | 41.90 | % | | 6,438 |
| | 40.46 | % | 8,697 |
| | 56.23 | % | | 7,254 |
| | 51.63 | % | | 6,013 |
| | 52.84 | % | | 5,485 |
| | 53.63 | % | | 5,564 |
| | 47.62 | % |
| Consumer and other loans | 59 |
| | 0.93 | % | | 28 |
| | 0.77 | % | | 83 |
| | 0.73 | % | | 232 |
| | 1.30 | % | | 137 |
| | 0.80 | % | 100 |
| | 0.60 | % | | 17 |
| | 0.55 | % | | 28 |
| | 0.79 | % | | 59 |
| | 0.93 | % | | 28 |
| | 0.77 | % |
| | $ | 13,791 |
| | 100.00 | % | | $ | 15,529 |
| | 100.00 | % | | $ | 16,778 |
| | 100.00 | % | | $ | 19,087 |
| | 100.00 | % | | $ | 19,126 |
| | 100.00 | % | $ | 16,112 |
| | 100.00 | % | | $ | 14,967 |
| | 100.00 | % | | $ | 13,607 |
| | 100.00 | % | | $ | 13,791 |
| | 100.00 | % | | $ | 15,529 |
| | 100.00 | % |
* Percent of loans in each category to total loans.
The allocation of the allowance for loan losses is dependent upon the change in balances outstanding in the various categories,categories; the historical net loss experience by category, which can vary over time,time; specific reserves for loans considered impaired,impaired; and management's assessment of economic factors that may influence potential losses in the loan portfolio. Prior to 2010,2013, the historical experience factor was calculated using a three-year average. That average was updated once per year at the end of each calendar year. In 2010, that calculation was modified to use a rolling 12-quarter average. It was felt that, by using a rolling 12-quarter average, the most recent charge-off experience was factored into the analysis sooner. In the fourth quarter of 2013, the calculation was modified to use an experience factor based on the highest losses calculated over a rolling 12, 16 or 20 quarter period. Management believes that using the highest of these time periods will self-selectselect the factor that best represents where we are in the economic cycle. For instance, if the economy worsens, the more recent activity should be more representative of the current environment. As the economy improves, the averages over a longer period of time should be more representative.
After evaluating the various components of our allowance methodology, it was decided it was appropriate Experience factors continued to record a negative provision for loan losses of $1,000 for the third quarter of 2013. This resulted in a negative provision of $850 for the year ended December 31, 2013. The quality of the loan portfolio improved throughout 2013 as evidenced by the decline in nonperforming loans. As disclosed2016 in Note 3, theall loan segments. The portion of the allowance for loan losses related to loans individuallycollectively evaluated for impairment declined fromwas 1.11 percent as of December 31, 20122016 compared to 1.15 percent as of December 31, 2013,2015. Using this methodology, management determined a provision for loan losses of $1,000 was required for the year ended December 31, 2016. The increase in the allowance for loan losses was primarily due to loan growth. Management believes the improvement of and paydowns on a development loan relationship.
The allocation of theresulting allowance for loan losses as of December 31, 2013, includes specific reserves of $5602016 was adequate to absorb the losses inherent in the commercial category for three borrowers, $1,300 in the construction, land and land development category for one borrower, and $33 in the 1-4 family residential first mortgage category for two borrowers. loan portfolio.
Additional details on the allowance for loan losses is included in Note 34 to the consolidated financial statements included in Item 8 of this Form 10-K.
DEPOSITS
Deposits totaled $1,546,605 as of December 31, 2016, which was 7.3 percent higher than the total as of December 31, 2015. The increase in deposits was due to the combination of business development efforts and normal fluctuations as corporate and municipal customers' liquidity needs varied at any given time. West Bank continues to offer the Insured Cash Sweep interest-bearing checking and money market products, which is a reciprocal program providing FDIC insurance coverage for all participating deposits. As of December 31, 2016, a significant related party relationship maintained total deposit balances with West Bank of approximately $188,000.
The volume of time deposits continued to decline during 2016 as interest rates remained at low levels and fewer customers were willing to lock in low rates for extended time periods. West Bank continues to offer the Certificate of Deposit Account Registry Service (CDARS) program, which made up approximately 46 percent of total time deposits at December 31, 2016. The CDARS program is also a reciprocal program providing FDIC insurance coverage for all participating deposits.
(dollars in thousands, except per share amounts)
DEPOSITS
Deposits totaled $1,163,842 as of December 31, 2013, which was 2.6 percent higher than balances as of December 31, 2012. The volume of time deposits continued to drift lower during 2013 as interest rates remained at historic low levels and fewer customers were willing to lock in low rates for extended time periods. Interest-bearing demand balances increased primarily due to the elimination of the securities sold under agreements to repurchase program. As previously mentioned, the new ICS product provides full FDIC coverage. The decline in noninterest-bearing demand account balances was considered a normal fluctuation as corporate customers' liquidity needs vary at any given time.
Approximately 60 percent of the total certificates of deposittime deposits issued by West Bank mature in the next year. It is anticipated that a significant portion of these certificatestime deposits will be renewed, even though certificates of deposittime deposits are not considered an attractive investment option for some segments of our customer base in the current low interest rate environment. Interest rates offered on certain time deposits were increased in mid-December 2015 and again in mid-December 2016 in conjunction with the Federal Reserve's increases in the targeted federal funds rate. In the event a substantial volume of certificatestime deposits are not renewed, management believes the Company has sufficient liquid assets and borrowing lines to fund the potential runoff. However, a sustained reduction in overall deposit volume would have a significant negative impact on the Company's operations and liquidity.
The following table shows the amounts and remaining maturities of time certificates of deposit with balances of $100 or more as of December 31, 20132016.
| | | 3 months or less | $ | 23,514 |
| $ | 15,633 |
|
| Over 3 through 6 months | 10,460 |
| 17,109 |
|
| Over 6 through 12 months | 24,347 |
| 13,228 |
|
| Over 12 months | 25,332 |
| 30,901 |
|
| | $ | 83,653 |
| $ | 76,871 |
|
The following table sets forth the average balances for each major category of deposits and the weighted average interest rate paid for those deposits during the years indicated.
| | | | Years ended December 31 | Years ended December 31 |
| | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| | Average | | Average | | Average | | Average | | Average | | Average | Average | | Average | | Average | | Average | | Average | | Average |
| | Balance | | Rate | | Balance | | Rate | | Balance | | Rate | Balance | | Rate | | Balance | | Rate | | Balance | | Rate |
| Noninterest-bearing demand | $ | 312,648 |
| | — |
| | $ | 283,931 |
| | — |
| | $ | 252,307 |
| | — |
| $ | 473,380 |
| | — |
| | $ | 420,842 |
| | — |
| | $ | 336,456 |
| | — |
|
| Interest-bearing demand: | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
|
| Reward Me checking | 80,667 |
| | 0.68 | % | | 86,549 |
| | 1.00 | % | | 85,931 |
| | 1.85 | % | 78,219 |
| | 0.29 | % | | 82,583 |
| | 0.30 | % | | 77,178 |
| | 0.35 | % |
| Insured cash sweep | | 77,489 |
| | 0.27 | % | | 76,181 |
| | 0.23 | % | | 75,720 |
| | 0.23 | % |
| Other interest-bearing demand | 88,137 |
| | 0.11 | % | | 68,978 |
| | 0.12 | % | | 60,416 |
| | 0.18 | % | 95,171 |
| | 0.07 | % | | 84,065 |
| | 0.05 | % | | 77,452 |
| | 0.05 | % |
| Money market | 419,561 |
| | 0.22 | % | | 335,544 |
| | 0.29 | % | | 275,241 |
| | 0.39 | % | |
| Money market: | | | | | | | | | | | | |
| Insured cash sweep | | 143,869 |
| | 0.32 | % | | 130,339 |
| | 0.23 | % | | 141,912 |
| | 0.24 | % |
| Other money market | | 435,996 |
| | 0.37 | % | | 376,226 |
| | 0.14 | % | | 290,212 |
| | 0.13 | % |
| Savings | 62,201 |
| | 0.09 | % | | 53,339 |
| | 0.12 | % | | 47,969 |
| | 0.19 | % | 87,030 |
| | 0.05 | % | | 76,377 |
| | 0.04 | % | | 73,528 |
| | 0.05 | % |
| Time certificates | 168,050 |
| | 1.07 | % | | 167,353 |
| | 1.52 | % | | 239,624 |
| | 1.70 | % | |
| Time deposits | | 110,407 |
| | 0.71 | % | | 128,899 |
| | 0.65 | % | | 150,378 |
| | 0.80 | % |
| | $ | 1,131,264 |
| | |
| | $ | 995,694 |
| | |
| | $ | 961,488 |
| | |
| $ | 1,501,561 |
| | |
| | $ | 1,375,512 |
| | |
| | $ | 1,222,836 |
| | |
|
InterestManagement anticipates the average interest rates on all interest-bearingmoney market and time deposits are expectedin 2017 to be slightly lower in 2014higher than the average rates paid in 2013 as management2016 because of interest rate increases made minor rate changesby the Company in the fourth quarter of 2016 in response to a number of deposit products effective December 30, 2013. Currently, management ismarket conditions. Management does not expecting a rise in marketexpect interest rates during 2014.on interest-bearing demand and savings deposits in 2017 to be significantly different from the rates paid at the end of 2016, unless the Federal Reserve significantly increases the targeted federal funds rate.
(dollars in thousands, except per share amounts)
BORROWED FUNDS
The following table summarizes the outstanding principal balances, net of any discount or debt issuance costs, and the weighted average rate for each category of borrowed funds as of the dates indicated.
|
| | | | | | | | | | | | | | | | | | | | |
| | As of December 31 |
| | 2013 | | 2012 | | 2011 |
| | Balance | | Rate | | Balance | | Rate | | Balance | | Rate |
| Subordinated notes | $ | 20,619 |
| | 3.41 | % | | $ | 20,619 |
| | 3.53 | % | | $ | 20,619 |
| | 3.53 | % |
| FHLB advances, net of discount | 95,392 |
| | 2.52 | % | | 93,890 |
| | 2.58 | % | | 105,000 |
| | 3.89 | % |
| Long-term debt | 15,935 |
| | 2.11 | % | | — |
| | — |
| | — |
| | — |
|
| Federal funds purchased and securities | | | | | | | | | | | |
| sold under agreements to repurchase | 16,622 |
| | 0.26 | % | | 55,596 |
| | 0.15 | % | | 55,841 |
| | 0.24 | % |
| | $ | 148,568 |
| | 2.35 | % | | $ | 170,105 |
| | 1.90 | % | | $ | 181,460 |
| | 2.73 | % |
|
| | | | | | | | | | | | | | | | | | | | |
| | As of December 31 |
| | 2016 | | 2015 | | 2014 |
| | Balance | | Rate | | Balance | | Rate | | Balance | | Rate |
| Federal funds purchased | $ | 9,690 |
| | 0.47 | % | | $ | 2,760 |
| | 0.12 | % | | $ | 2,975 |
| | 0.12 | % |
| Short-term borrowings | — |
| | — |
| | 19,000 |
| | 0.34 | % | | 66,000 |
| | 0.28 | % |
| Subordinated notes, net | 20,398 |
| | 4.11 | % | | 20,385 |
| | 3.72 | % | | 20,372 |
| | 3.39 | % |
| FHLB advances, net | 99,886 |
| | 3.56 | % | | 98,385 |
| | 3.35 | % | | 96,888 |
| | 2.90 | % |
| Long-term debt, net | 5,126 |
| | 2.48 | % | | 8,405 |
| | 2.15 | % | | 12,656 |
| | 2.08 | % |
| | $ | 135,100 |
| | 3.38 | % | | $ | 148,935 |
| | 2.89 | % | | $ | 198,891 |
| | 1.99 | % |
(dollars in thousands, except per share amounts)
The following tables set forth the average principal balance, net of any discount or debt issuance costs, the average rate paid, and the maximum outstanding balance for each category of borrowed funds for the years indicated.
|
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31 |
| | 2013 | | 2012 | | 2011 |
| | Average Balance | | Average Rate | | Average Balance | | Average Rate | | Average Balance | | Average Rate |
| Subordinated notes | $ | 20,619 |
| | 3.45 | % | | $ | 20,619 |
| | 3.64 | % | | $ | 20,619 |
| | 3.47 | % |
| FHLB advances, net of discount | 94,601 |
| | 2.81 | % | | 104,665 |
| | 3.88 | % | | 105,000 |
| | 3.89 | % |
| Long-term debt | 8,522 |
| | 2.21 | % | | — |
| | — |
| | — |
| | — |
|
| Federal funds purchased and securities | | | | | | | | | | | |
| sold under agreements to repurchase | 53,137 |
| | 0.16 | % | | 68,004 |
| | 0.17 | % | | 63,290 |
| | 0.27 | % |
| Other short-term borrowings | 1,240 |
| | 0.29 | % | | — |
| | — |
| | 2,110 |
| | — |
|
| | $ | 178,119 |
| | 2.05 | % | | $ | 193,288 |
| | 2.55 | % | | $ | 191,019 |
| | 2.60 | % |
|
| | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31 |
| | 2016 | | 2015 | | 2014 |
| | Average Balance | | Average Rate | | Average Balance | | Average Rate | | Average Balance | | Average Rate |
| Federal funds purchased | $ | 2,013 |
| | 0.25 | % | | $ | 4,915 |
| | 0.18 | % | | $ | 6,013 |
| | 0.18 | % |
| Short-term borrowings | 8,351 |
| | 0.51 | % | | 13,142 |
| | 0.29 | % | | 13,993 |
| | 0.29 | % |
| Subordinated notes, net | 20,391 |
| | 3.57 | % | | 20,378 |
| | 3.42 | % | | 20,365 |
| | 3.65 | % |
| FHLB advances, net | 99,114 |
| | 3.60 | % | | 97,615 |
| | 2.89 | % | | 96,113 |
| | 2.73 | % |
| Long-term debt, net | 6,666 |
| | 2.17 | % | | 10,643 |
| | 2.18 | % | | 14,170 |
| | 2.09 | % |
| | $ | 136,535 |
| | 3.28 | % | | $ | 146,693 |
| | 2.60 | % | | $ | 150,654 |
| | 2.48 | % |
|
| | | | | | | | | | | | | | | | | |
| | 2013 | | | | 2012 | | | | 2011 | | |
| Maximum amount outstanding during | | | | | | | | | | | |
| the year: | | | | | | | | | | | |
| Subordinated notes | $ | 20,619 |
| | | | $ | 20,619 |
| | | | $ | 20,619 |
| | |
| FHLB advances, net of discount | 95,392 |
| | | | 105,000 |
| | | | 105,000 |
| | |
| Long-term debt | 16,765 |
| | | | — |
| | | | — |
| | |
| Federal funds purchased and securities | | | | | | | | | | | |
| sold under agreements to repurchase | 75,762 |
| | | | 102,057 |
| | | | 88,592 |
| | |
| Other short-term borrowings | 38,000 |
| | | | — |
| | | | 3,771 |
| | |
|
| | | | | | | | | | | | | | | | | |
| | 2016 | | | | 2015 | | | | 2014 | | |
| Maximum amount outstanding at any | | | | | | | | | | | |
| month-end during the year: | | | | | | | | | | | |
| Federal funds purchased | $ | 11,840 |
| | | | $ | 16,530 |
| | | | $ | 26,240 |
| | |
| Short-term borrowings | 39,000 |
| | | | 72,000 |
| | | | 66,000 |
| | |
| Subordinated notes, net | 20,398 |
| | | | 20,385 |
| | | | 20,372 |
| | |
| FHLB advances, net | 99,886 |
| | | | 98,385 |
| | | | 96,888 |
| | |
| Long-term debt, net | 8,405 |
| | | | 12,656 |
| | | | 15,935 |
| | |
During December 2012, $80,000 of the FHLB advances were modified and converted to variable rate advances tied to the three- month LIBOR. At the same time, forward-startingLIBOR interest rate swaps were put in place torate. To limit the Company's exposure to market interest rate increases, with variousan interest rate swap is in place on $30,000 of the variable rate FHLB advances. This interest rate swap became effective dates from December 2014 throughin December 2015. The remaining $25,000 FHLB advance has a fixed rate and is callable on a quarterly basis. The FHLB advances have maturity dates of 2018 through 2020.
On June 27, 2013, the Company borrowed $16,000 in the form of a five-year amortizing secured term loan with a variable rate of 1.95 percent plus 30-day LIBOR. The proceeds were used to finance the previously mentioneda 2013 repurchase and cancellation of 1,440,592 shares of common stock. Also occurring during June 2013 was the purchase of commercial lots in Coralville for a new eastern Iowa main office. A portion of the the land purchase was financed with a $765 eight-and-one-half-year variable payment contract with a fixed interest rate of 1.25 percent. The contract financing was requested bydecline in long-term debt results from the sellers to accommodate their cash flow planning.
(dollars in thousands, except per share amounts)the agreements.
In October 2016, the Company entered into a forward-starting interest rate swap transaction with a notional amount of $20,000 to effectively convert its variable rate subordinated notes to fixed rate debt as of the forward starting date. The forward starting date of this swap is September 30, 2018.
The fluctuation in the balances of federal funds purchased and other short-term borrowings areis dependent upon two factors. The first is the loan demand and investment strategy of downstream correspondent banks for federal funds purchased. The second is the fluctuation in the Company's liquidity needs, which from time to time may require the Company to draw on the federal funds purchased lines with our upstream correspondent banks or on overnight FHLB advances. Depending on which has the lower interest rate, the Company may utilize either source of funding. The Company had no securities sold under agreements to repurchase as of December 31, 2013, as all customer repurchase agreements were migrated to the ICS interest-bearing demand deposit product prior to the end of the year. The new product provides customers with FDIC insurance coverage by reciprocating deposit balances through a network of participating banks and eliminates the investment security pledging requirements of repurchase agreements.
OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business, West Bank commits to extend credit in the form of loan commitments and standby letters of credit in order to meet the financing needs of its customers. These commitments expose West Bank to varying degrees of credit and market risks in excess of the amounts recognized in the consolidated balance sheets and are subject to the same credit policies as are loans recorded on the balance sheets.
West Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. West Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments to lend are subject to borrowers' continuing compliance with existing credit agreements. Management of the Company does not expect any significant losses as a result of these commitments. Off-balance sheet commitments are more fully discussed in Note 1617 to the consolidated financial statements included in Item 8 of this Form 10-K.
(dollars in thousands, except per share amounts)
CONTRACTUAL OBLIGATIONS
The following table sets forth the balance of the Company's contractual obligations of the Company by maturity period as of December 31, 20132016.
| | | | | | Payments due by period | | | Payments due by period |
| | Total | | Less than one year | | One to three years | | Three to five years | | More than five years | Total | | Less than one year | | One to three years | | Three to five years | | More than five years |
| Time deposits | $ | 146,144 |
| | $ | 87,834 |
| | $ | 45,116 |
| | $ | 13,194 |
| | $ | — |
| $ | 116,014 |
| | $ | 67,142 |
| | $ | 42,336 |
| | $ | 6,536 |
| | $ | — |
|
| Federal funds purchased | 16,622 |
| | 16,622 |
| | — |
| | — |
| | — |
| 9,690 |
| | 9,690 |
| | — |
| | — |
| | — |
|
| Subordinated notes | 20,619 |
| | — |
| | — |
| | — |
| | 20,619 |
| 20,619 |
| | — |
| | — |
| | — |
| | 20,619 |
|
| FHLB advances | 105,000 |
| | — |
| | — |
| | 25,000 |
| | 80,000 |
| 105,000 |
| | — |
| | 50,000 |
| | 55,000 |
| | — |
|
| Long-term debt | 15,935 |
| | 3,260 |
| | 6,546 |
| | 5,825 |
| | 304 |
| 5,129 |
| | 3,312 |
| | 1,629 |
| | 153 |
| | 35 |
|
| Noncancelable operating lease commitments | 22,590 |
| | 1,725 |
| | 3,387 |
| | 3,398 |
| | 14,080 |
| 13,404 |
| | 1,392 |
| | 2,802 |
| | 2,749 |
| | 6,461 |
|
| Interest on interest rate swaps | 14,212 |
| | 499 |
| | 4,746 |
| | 5,760 |
| | 3,207 |
| |
| Purchase commitments | 3,920 |
| | 3,920 |
| | — |
| | — |
| | — |
| |
| Purchase commitment | | 627 |
| | 627 |
| | — |
| | — |
| | — |
|
| Total | $ | 345,042 |
| | $ | 113,860 |
| | $ | 59,795 |
| | $ | 53,177 |
| | $ | 118,210 |
| $ | 270,483 |
| | $ | 82,163 |
| | $ | 96,767 |
| | $ | 64,438 |
| | $ | 27,115 |
|
LIQUIDITY AND CAPITAL RESOURCES
The objective of liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for profitable business expansion. The Company's principal source of funds is deposits. Other sources include loan principal repayments, proceeds from the maturity and sale of investment securities, principal payments on collateralized mortgage obligations and mortgage-backed securities, federal funds purchased, 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 and investment securities maturities and payments, expected deposit flows and the objectives set by West Bank's asset-liability management policy. The Company had liquid assets (cash and cash equivalents) of $42,42576,836 at December 31, 20132016, compared to $171,474$72,651 as of December 31, 20122015. The decline was primarily caused by the planned purchase of investment securities in the first half of 2013 and loan growth throughout the year.
(dollars in thousands, except per share amounts)
As of December 31, 2013,2016, West Bank had additional borrowing capacity available from the FHLB of approximately $121,098.$300,000. In addition, West Bank had $67,000 in borrowing capacity available through unsecured federal funds lines of credit with correspondent banks. West Bank had approximately $7,000no amounts outstanding under those federal funds lines as of December 31, 20132016. The Company also had a $5,000 secured line of credit with a commercial bank that expires on June 27, 2014. Net cash from continuing operating activities contributed $23,39130,193, $24,28931,042 and $26,03026,287 to liquidity for the years ended December 31, 20132016, 20122015 and 20112014, respectively. The combination of high levels of potentially liquid assets, cash flows from operations and additional borrowing capacity provided the Company with strong liquidity as of December 31, 20132016.
The Company's total stockholders' equity declinedincreased to $123,625$165,376 as of December 31, 2013,2016 from $134,587$152,377 as of December 31, 2012.2015. The declineincrease was primarily due to the previously mentioned repurchase and cancellation of 1,440,592 shares of common stock at a price of $10.95 per share on June 5, 2013. Management believes the repurchase, which was financed at favorable terms, has and will continue to enhance earnings per share. The stock repurchase plus dividends paid exceeded year-to-date net income. Total stockholders' equity also declined as accumulated other comprehensive income (loss) went down as the result of unrealized losses in the investment securities portfolio.net income less dividends paid. At December 31, 2016, tangible common equity as a percent of tangible assets was 8.92 percent compared to 8.71 percent as of December 31, 2015.
On July 24, 2013,Prior to April 22, 2016, the Board of Directors approvedCompany had a stock repurchase plan which authorized management to purchase up to $2 million$2,000 of the Company's common stock withinover a nine-month period ending12-month period. In April 24, 2014. The2016, the authorization does not require such purchases and is subjectof the stock purchase plan was allowed to certain restrictions. Shares of Company common stock may be repurchased on the open market or in privately negotiated transactions. The extent to which the shares are repurchased and the timing of such repurchase will depend on market conditions and other corporate considerations. As of December 31, 2013, noexpire. No shares had been repurchased under the authorization.
At December 31, 2013, tangible common equity as a percent of tangible assets was 8.57 percent comparedauthorization prior to 9.29 percent as of December 31, 2012. The decline is primarily due to the previously discussed repurchase of common stock as total assets fluctuated minimally since the prior year-end.its expiration.
The Company and West Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. They include maintaining total capitalCapital requirements are more fully discussed under the heading "Supervision and Regulation" included in Item 1 and in Note 16 to risk-weighted assets of at least 8.00 percent, of which at least half must be Tier 1 capital, and a Tier 1 leverage ratio of at least 4.00 percent. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators, which if undertaken, could have a direct material effect on the Company's consolidated financial statements. Asstatements included in Item 8 of December 31, 2013, the Company had a total risk-based capital ratio of 13.94 percent, a Tier 1 capital ratio of 12.74 percent, and a Tier 1 leverage ratio of 10.04 percent. As of December 31, 2013, West Bank had ratios of 13.86 percent, 12.63 percent and 9.80 percent, respectively. As these ratios indicate, thethis Form 10-K. The Company and West Bank met all capital adequacy requirements to which they were subject as of December 31, 20132016.
In early July 2013,, and West Bank's capital ratios were in excess of the Federal Reserve Board and the FDIC issued final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revise minimum capital requirements and adjustto be well-capitalized under prompt corrective action thresholds. The final rules reviseprovisions. Also, as of December 31, 2016, the regulatory capital elements, add a new common equity Tier 1 capital ratio, and increase the minimum Tier 1 capital ratio requirement. The rules also permit certain banking organizations to retain, through a one-time election, the existing treatmentratios for accumulated other comprehensive income and implement a new capital conservation buffer. The final rules will take effect for community banks on January 1, 2015, subject to a transition period for certain parts of the rules. The complex final rules require careful review and analysis, but management believes the Company and West Bank will remain well-capitalized.were sufficient to meet the fully phased-in capital conservation buffer.
During 2013, the Company entered into a $2,899 construction contract for the previously mentioned new main office for the eastern Iowa market. The construction, which began in December 2013, will be funded with liquid assets. As of December 31, 2013, the Company had also entered into a purchase agreement to acquire land with a cost of $1,021 in Rochester, Minnesota. Subject to regulatory approval, it is anticipated we will build a permanent office on this land in 2015 and relocate our current leased branch office in Rochester, Minnesota, to the new permanent office.
(dollars in thousands, except per share amounts)
EFFECTS OF NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
A number of proposed accounting standards that could impact the Company in future years continued to be evaluated by the FASB in 2013. Those included lease accounting, financial instruments impairment, and classification and measurement of financial instruments. However, there were only two new accounting standards issued in 2013 that have or will affect the Company. A discussion of the effects of new financial accounting standards and developments as they relate to the Company is located in Note 1 to the consolidated financial statements included in Item 8 of this Form 10-K.
INTEREST RATE RISK
Interest rate risk refers to the exposure to earnings and capital arising from changes in interest rates. Management's objectives are to manage interest rate risk to foster consistent growth of earnings and capital. Interest rate risk management focuses on fluctuations in net interest income identified through computer simulations used to evaluate volatility, interest rate, spread and volume assumptions. This risk is quantified and compared against tolerance levels.
The Company utilizes an outside vendor to run computer software simulations to measure its exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, this analysis measures the estimated change in net interest income. The simulations allow for ongoing assessment of interest rate sensitivity and can include the impact of potential new business strategies.
Another measure of interest rate sensitivity is the gap ratio. This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time. A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal. A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, and a ratio greater than 1.0 indicates that more assets reprice than liabilities. The Company's gap ratio is shown on the following page.
INFLATION
The primary impact of inflation on the Company's operations is increased asset yields, deposit costs and operating overhead. Unlike most industries, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than they would have on nonfinancial companies. Although interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services, increases in inflation generally have resulted in increased interest rates. The effects of inflation can magnify the growth of assets and, if significant, require that equity capital increase at a faster rate than otherwise would be necessary.
(dollars in thousands, except per share amounts)
EFFECTS OF NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
A discussion of the effects of new financial accounting standards and developments as they relate to the Company is located in Note 1 to the consolidated financial statements included in Item 8 of this Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk is comprisedcomposed primarily of interest rate risk arising from its core banking activities of lending and deposit taking. Interest rate risk isrefers to the risk thatexposure arising from changes in marketinterest rates. Fluctuations in interest rates may adversely affecthave a significant impact not only upon net income, but also upon the Company's netcash flows and market values of assets and liabilities. Our results of operations, like those of other financial institutions, are impacted by changes in interest income.rates and the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities. Management continually develops and applies strategies to mitigate this risk. Management does not believe that the Company's primary market risk exposure and management of that exposure in 20132016 materially changed compared to 2012.2015.
The Company's objectives are to manage interest rate risk to foster consistent growth of earnings and capital. It is our policy to maintain an acceptable level of interest rate risk over a range of possible changes in interest rates while remaining responsive to market demand for loan and deposit products. To measure this risk, the Company uses a static gap measurement system that identifies the repricing gaps across the full maturity spectrum of the Company’s assets and liabilities, and an earnings simulation approach.
The Company also maintains an Asset/Liability Committee which meets quarterly to review the interest rate sensitivity position and to review and develop various strategies for managing interest rate risk. Measuring and managing interest rate risk is a dynamic process that management performs with the objective of maximizing net interest margin while maintaining interest rate risk within acceptable tolerances. This process relies chiefly on the simulation of net interest income over multiple interest rate scenarios. The Company engages a third party which utilizes a modeling program to measure the Company’s exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, this analysis measures the estimated change in net interest income. The simulations allow for ongoing assessment of interest rate sensitivity and can include the impact of potential new business strategies. The modeled scenarios begin with a base case in which rates are unchanged and include parallel and nonparallel rate shocks. The results of these shocks are measured in two forms: first, the impact on the net interest margin and earnings over one and two year time frames; and second, the impact on the market value of equity. The results of the simulation are compared against approved policy limits.
The following table presents the estimated change in net interest income for 2014one year under several scenarios of assumed interest rate changes for the rate shock levels shown:shown. The net interest income in each scenario is based on parallel and permanent changes in the interest rates.
|
| | |
| Scenario | % Change |
| 300 basis points rising | 6.420.90 | % |
| 200 basis points rising | 3.630.62 | % |
| 100 basis points rising | 0.510.33 | % |
| Base | — |
|
As of December 31, 2013,2016, the estimated effect of an immediatea 300 basis point increase in interest rates could causewould be an increase of the Company's net interest income to increase by approximately 6.420.90 percent,, or $3,265$550 in 2014.2017. The estimated effect of an immediatea decrease in rates is not reasonably calculable due to the current historically low interest rate environment. Because the majority of liabilities subject to interest rate movements in the short term are of the type that generally lag interest rate movements in the market, they do not change by the same magnitude in the short term as the change in market rates.
(dollars in thousands, except per share amounts)
Computations of the prospective effects of hypothetical interest rate changes are based on numerous assumptions. The assumptions used in our interest rate sensitivity simulation discussed above are inherently uncertain and, as a result, the simulations cannot precisely measure net interest income or precisely predict the impact of changes in interest rates on net interest income. Actual values may differ from those projections set forth above.above due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates.
Another measure of interest rate sensitivity is the gap ratio, which reflects the repricing characteristics of the Company’s assets and liabilities. This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time. A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal. A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, and a ratio greater than 1.0 indicates that more assets reprice than liabilities.
The following table sets forth the estimated maturities, expected cash flows or repricing opportunities, and the resulting interest sensitivity gap of the Company's interest-earning assets and interest-bearing liabilities and the cumulative interest sensitivity gap at December 31, 2013.2016. The expected maturities are presented on a contractual basis or, if more relevant, are based on projected call dates. Actual maturities may differ from contractual maturities because of prepayment assumptions and early withdrawal of deposits.
| | | | 3 months or less | | Over 3 through 12 months | | Over 1 through 5 years | | Over 5 years | | Total | 3 months or less | | Over 3 through 12 months | | Over 1 through 5 years | | Over 5 years | | Total |
| Interest-earning assets: | | | | | | | | | | | | | | | | | | |
| Federal funds sold | $ | 1,299 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,299 |
| $ | 35,893 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 35,893 |
|
| Investment securities: | | | | | | | | | | |
| Securities available for sale | 13,698 |
| | 34,514 |
| | 143,044 |
| | 153,960 |
| | 345,216 |
| 11,171 |
| | 30,114 |
| | 105,809 |
| | 113,543 |
| | 260,637 |
|
| Securities held to maturity | | — |
| | — |
| | 486 |
| | 47,900 |
| | 48,386 |
|
| Federal Home Loan Bank stock | 11,851 |
| | — |
| | — |
| | — |
| | 11,851 |
| 10,771 |
| | — |
| | — |
| | — |
| | 10,771 |
|
| Loans held for sale | 2,230 |
| | — |
| | — |
| | — |
| | 2,230 |
| |
| Loans | 328,175 |
| | 112,106 |
| | 499,564 |
| | 51,875 |
| | 991,720 |
| 321,431 |
| | 192,751 |
| | 760,900 |
| | 124,788 |
| | 1,399,870 |
|
| Total interest-earning assets | 357,253 |
| | 146,620 |
| | 642,608 |
| | 205,835 |
| | 1,352,316 |
| 379,266 |
| | 222,865 |
| | 867,195 |
| | 286,231 |
| | 1,755,557 |
|
| Interest-bearing liabilities: | |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
|
| Interest-bearing deposits: | |
| | |
| | |
| | |
| | |
| |
| | | | |
| | |
| | |
|
| Savings, interest-bearing demand | | | | | | | | | | | | | | | | | | |
| and money markets | 685,468 |
| | — |
| | — |
| | — |
| | 685,468 |
| 951,280 |
| | — |
| | — |
| | — |
| | 951,280 |
|
| Time | 33,737 |
| | 54,419 |
| | 57,988 |
| | — |
| | 146,144 |
| 23,485 |
| | 43,344 |
| | 49,185 |
| | — |
| | 116,014 |
|
| Federal funds purchased | 16,622 |
| | — |
| | — |
| | — |
| | 16,622 |
| 9,690 |
| | — |
| | — |
| | — |
| | 9,690 |
|
| Long-term borrowings | 106,225 |
| | 45 |
| | 25,372 |
| | 304 |
| | 131,946 |
| 72,057 |
| | 84 |
| | 53,234 |
| | 35 |
| | 125,410 |
|
| Total interest-bearing liabilities | 842,052 |
| | 54,464 |
| | 83,360 |
| | 304 |
| | 980,180 |
| 1,056,512 |
| | 43,428 |
| | 102,419 |
| | 35 |
| | 1,202,394 |
|
| Interest sensitivity gap per period | $ | (484,799 | ) | | $ | 92,156 |
| | $ | 559,248 |
| | $ | 205,531 |
| | $ | 372,136 |
| $ | (677,246 | ) | | $ | 179,437 |
| | $ | 764,776 |
| | $ | 286,196 |
| | $ | 553,163 |
|
| Cumulative interest sensitivity gap | $ | (484,799 | ) | | $ | (392,643 | ) | | $ | 166,605 |
| | $ | 372,136 |
| | $ | 372,136 |
| $ | (677,246 | ) | | $ | (497,809 | ) | | $ | 266,967 |
| | $ | 553,163 |
| | $ | 553,163 |
|
| Interest sensitivity gap ratio | 0.42 |
| | 2.69 |
| | 7.71 |
| | 677.09 |
| | 1.38 |
| 0.36 |
| | 5.13 |
| | 8.47 |
| | 8,178.03 |
| | 1.46 |
|
| Cumulative interest sensitivity gap ratio | 0.42 |
| | 0.56 |
| | 1.17 |
| | 1.38 |
| | 1.38 |
| 0.36 |
| | 0.55 |
| | 1.22 |
| | 1.46 |
| | 1.46 |
|
As of December 31, 2013,2016, the Company's cumulative gap ratio for assets and liabilities repricing within one year was 0.56,0.55, meaning that the Company is liability sensitive over the cumulative 12-month period. In other words, more interest-bearing liabilities will be subject to repricing within that time frame than interest-earning assets. However, the majority of the interest-bearing liabilities subject to repricing within thesethis time framesframe are savings, money market and interest-bearing demand deposits. These types of deposits generally do not reprice as quickly or by the same magnitude as changes in other short-term interest rates.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
West Bancorporation, Inc.
We have audited the accompanying consolidated balance sheets of West Bancorporation, Inc. and subsidiary as of December 31, 20132016 and 20122015, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 20132016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of West Bancorporation, Inc. and subsidiary as of December 31, 20132016 and 20122015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20132016, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), West Bancorporation, Inc. and subsidiary's internal control over financial reporting as of December 31, 20132016, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992,2013, and our report dated March 6, 20141, 2017, expressed an unqualified opinion on the effectiveness of West Bancorporation, Inc. and subsidiary's internal control over financial reporting.
/s/ McGladreyRSM US LLP
Des Moines, Iowa
March 6, 20141, 2017
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
West Bancorporation, Inc.
We have audited West Bancorporation, Inc. and subsidiary's internal control over financial reporting as of December 31, 20132016, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992.2013. West Bancorporation, Inc. and subsidiary's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, West Bancorporation, Inc. and subsidiary maintained, in all material respects, effective internal control over financial reporting as of December 31, 20132016, based on criteria established in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992.2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets, statements of income, comprehensive income, stockholders' equity and cash flows of West Bancorporation, Inc. and subsidiary, and our report dated March 6, 20141, 2017, expressed an unqualified opinion.
/s/ McGladreyRSM US LLP
Des Moines, Iowa
March 6, 20141, 2017
Management's Report on Internal Control Over Financial Reporting
The management of West Bancorporation, Inc. and subsidiary (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
West Bancorporation, Inc. and subsidiary's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework in 1992. Based on our assessment, we believe that, as of December 31, 2013, the Company's internal control over financial reporting was effective based on those criteria. The independent registered public accounting firm that audited the financial statements included in the annual report has issued an audit report on the effectiveness of the Company's internal control over financial reporting.
|
| |
/s/ David D. Nelson | |
David D. Nelson | |
Chief Executive Officer and President | |
| |
| |
/s/ Douglas R. Gulling | |
Douglas R. Gulling | |
Executive Vice President and Chief Financial Officer |
March 6, 2014
West Bancorporation, Inc. and Subsidiary Consolidated Balance Sheets December 31, 2013 and 2012 |
| | | | | | | | |
| (dollars in thousands) | | 2013 | | 2012 |
| ASSETS | | | | |
| Cash and due from banks | | $ | 41,126 |
| | $ | 60,417 |
|
| Federal funds sold and other short-term investments | | 1,299 |
| | 111,057 |
|
| Cash and cash equivalents | | 42,425 |
| | 171,474 |
|
| Investment securities available for sale | | 345,216 |
| | 292,314 |
|
| Federal Home Loan Bank stock, at cost | | 11,851 |
| | 11,789 |
|
| Loans held for sale | | 2,230 |
| | 3,363 |
|
| Loans | | 991,720 |
| | 927,401 |
|
| Allowance for loan losses | | (13,791 | ) | | (15,529 | ) |
| Loans, net | | 977,929 |
| | 911,872 |
|
| Premises and equipment, net | | 7,487 |
| | 5,609 |
|
| Accrued interest receivable | | 4,007 |
| | 3,652 |
|
| Bank-owned life insurance | | 26,376 |
| | 25,730 |
|
| Other real estate owned | | 5,800 |
| | 8,304 |
|
| Deferred tax assets, net | | 9,193 |
| | 6,991 |
|
| Other assets | | 9,890 |
| | 7,077 |
|
| Total assets | | $ | 1,442,404 |
| | $ | 1,448,175 |
|
| | | | | |
|
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
|
| LIABILITIES | | | | |
|
| Deposits: | | | | |
|
| Noninterest-bearing demand | | $ | 332,230 |
| | $ | 367,281 |
|
| Interest-bearing demand | | 233,613 |
| | 160,745 |
|
| Savings | | 451,855 |
| | 428,710 |
|
| Time of $100,000 or more | | 83,653 |
| | 100,627 |
|
| Other time | | 62,491 |
| | 77,213 |
|
| Total deposits | | 1,163,842 |
| | 1,134,576 |
|
| Federal funds purchased and securities sold under agreements to repurchase | | 16,622 |
| | 55,596 |
|
| Subordinated notes | | 20,619 |
| | 20,619 |
|
| Federal Home Loan Bank advances, net of discount | | 95,392 |
| | 93,890 |
|
| Long-term debt | | 15,935 |
| | — |
|
| Accrued expenses and other liabilities | | 6,369 |
| | 8,907 |
|
| Total liabilities | | 1,318,779 |
| | 1,313,588 |
|
| COMMITMENTS AND CONTINGENCIES (Note 16) | | | | |
|
| STOCKHOLDERS' EQUITY | | | | |
|
| Preferred stock, $0.01 par value, authorized 50,000,000 shares; no shares issued and | | | | |
| outstanding at December 31, 2013 and 2012 | | — |
| | — |
|
| Common stock, no par value; authorized 50,000,000 shares; 15,976,204 and | | | | |
| 17,403,882 shares issued and outstanding at December 31, 2013 and 2012, respectively | | 3,000 |
| | 3,000 |
|
| Additional paid-in capital | | 18,411 |
| | 33,805 |
|
| Retained earnings | | 105,752 |
| | 95,856 |
|
| Accumulated other comprehensive income (loss) | | (3,538 | ) | | 1,926 |
|
| Total stockholders' equity | | 123,625 |
| | 134,587 |
|
| Total liabilities and stockholders' equity | | $ | 1,442,404 |
| | $ | 1,448,175 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Income Years Ended December 31, 2013, 2012 and 2011 |
| | | | | | | | | | | | |
| (dollars in thousands, except per share data) | | 2013 | | 2012 | | 2011 |
| Interest income: | | | | | | |
| Loans, including fees | | $ | 44,992 |
| | $ | 44,277 |
| | $ | 46,640 |
|
| Investment securities: | | | | | | |
|
| Taxable securities | | 5,173 |
| | 4,240 |
| | 4,193 |
|
| Tax-exempt securities | | 2,457 |
| | 1,954 |
| | 2,252 |
|
| Federal funds sold and other short-term investments | | 119 |
| | 191 |
| | 234 |
|
| Total interest income | | 52,741 |
| | 50,662 |
| | 53,319 |
|
| Interest expense: | | | | |
| | |
|
| Deposits | | 3,413 |
| | 4,535 |
| | 6,941 |
|
| Federal funds purchased and securities sold under agreements to repurchase | | 85 |
| | 114 |
| | 174 |
|
| Other short-term borrowings | | 4 |
| | — |
| | — |
|
| Subordinated notes | | 711 |
| | 751 |
| | 715 |
|
| Federal Home Loan Bank advances | | 2,657 |
| | 4,064 |
| | 4,087 |
|
| Long-term debt | | 188 |
| | — |
| | — |
|
| Total interest expense | | 7,058 |
| | 9,464 |
| | 11,917 |
|
| Net interest income | | 45,683 |
| | 41,198 |
| | 41,402 |
|
| Provision for loan losses | | (850 | ) | | 625 |
| | 550 |
|
| Net interest income after provision for loan losses | | 46,533 |
| | 40,573 |
| | 40,852 |
|
| Noninterest income: | | | | |
| | |
|
| Service charges on deposit accounts | | 2,923 |
| | 3,009 |
| | 3,244 |
|
| Debit card usage fees | | 1,787 |
| | 1,586 |
| | 1,453 |
|
| Trust services | | 997 |
| | 817 |
| | 792 |
|
| Gains and fees on sales of residential mortgages | | 1,275 |
| | 3,104 |
| | 1,454 |
|
| Increase in cash value of bank-owned life insurance | | 646 |
| | 737 |
| | 884 |
|
| Gain from bank-owned life insurance | | — |
| | 841 |
| | 637 |
|
| Investment securities impairment losses | | — |
| | (203 | ) | | (99 | ) |
| Realized investment securities gains, net | | — |
| | 246 |
| | — |
|
| Other income | | 875 |
| | 857 |
| | 996 |
|
| Total noninterest income | | 8,503 |
| | 10,994 |
| | 9,361 |
|
| Noninterest expense: | | | | |
| | |
|
| Salaries and employee benefits | | 15,757 |
| | 14,532 |
| | 13,194 |
|
| Occupancy | | 3,906 |
| | 3,519 |
| | 3,342 |
|
| Data processing | | 2,030 |
| | 2,070 |
| | 1,921 |
|
| FDIC insurance expense | | 733 |
| | 672 |
| | 1,298 |
|
| Other real estate owned expense | | 1,359 |
| | 1,491 |
| | 2,883 |
|
| Professional fees | | 1,200 |
| | 1,064 |
| | 878 |
|
| Miscellaneous losses | | 736 |
| | 195 |
| | 455 |
|
| Other expenses | | 5,104 |
| | 5,249 |
| | 4,902 |
|
| Total noninterest expense | | 30,825 |
| | 28,792 |
| | 28,873 |
|
| Income before income taxes | | 24,211 |
| | 22,775 |
| | 21,340 |
|
| Income taxes | | 7,320 |
| | 6,764 |
| | 6,072 |
|
| Net income | | 16,891 |
| | 16,011 |
| | 15,268 |
|
| Preferred stock dividends and accretion of discount | | — |
| | — |
| | (2,387 | ) |
| Net income available to common stockholders | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 12,881 |
|
| | | | | | | |
| Basic earnings per common share | | $ | 1.02 |
| | $ | 0.92 |
| | $ | 0.74 |
|
| Diluted earnings per common share | | $ | 1.02 |
| | $ | 0.92 |
| | $ | 0.74 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Comprehensive Income Years Ended December 31, 2013, 2012 and 2011 |
| | | | | | | | | | | | |
| (dollars in thousands) | | 2013 | | 2012 | | 2011 |
| Net income | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 15,268 |
|
| Other comprehensive income (loss), before tax: | | | | | | |
| Unrealized gains (losses) on securities for which a portion of an other | | | | | | |
| than temporary impairment has been recorded in earnings before tax: | | | | | | |
|
| Unrealized holding gains (losses) arising during the period | | 516 |
| | 89 |
| | (94 | ) |
| Less: reclassification adjustment for impairment losses realized in net | | | | | | |
| income | | — |
| | 203 |
| | 99 |
|
| Net unrealized gains on securities with other than temporary | | | | | | |
| impairment before tax expense | | 516 |
| | 292 |
| | 5 |
|
| Unrealized gains (losses) on securities without other than temporary | | | | | | |
| impairment before tax: | | | | |
| | |
|
| Unrealized holding gains (losses) arising during the period | | (13,488 | ) | | 2,749 |
| | 5,320 |
|
| Less: reclassification adjustment for net gains realized in net | | | | | | |
| income | | — |
| | (246 | ) | | — |
|
| Net unrealized gains (losses) on other securities before tax expense | | (13,488 | ) | | 2,503 |
| | 5,320 |
|
| Unrealized gains (losses) on interest rate swaps arising during the period | | | | | | |
| before tax | | 4,159 |
| | (744 | ) | | — |
|
| Other comprehensive income (loss) before tax | | (8,813 | ) | | 2,051 |
| | 5,325 |
|
| Tax (expense) benefit related to other comprehensive income | | 3,349 |
| | (779 | ) | | (2,024 | ) |
| Other comprehensive income (loss), net of tax | | (5,464 | ) | | 1,272 |
| | 3,301 |
|
| Comprehensive income | | $ | 11,427 |
| | $ | 17,283 |
| | $ | 18,569 |
|
West Bancorporation, Inc. and Subsidiary Consolidated Balance Sheets December 31, 2016 and 2015 |
| | | | | | | | |
| (dollars in thousands) | | 2016 | | 2015 |
| ASSETS | | | | |
| Cash and due from banks | | $ | 40,943 |
| | $ | 57,329 |
|
| Federal funds sold | | 35,893 |
| | 15,322 |
|
| Cash and cash equivalents | | 76,836 |
| | 72,651 |
|
| Investment securities available for sale, at fair value | | 260,637 |
| | 320,714 |
|
| Investment securities held to maturity, at amortized cost (fair value of $47,789 and $51,918 at December 31, 2016 and 2015, respectively) | | 48,386 |
| | 51,259 |
|
| Federal Home Loan Bank stock, at cost | | 10,771 |
| | 12,447 |
|
| Loans | | 1,399,870 |
| | 1,246,688 |
|
| Allowance for loan losses | | (16,112 | ) | | (14,967 | ) |
| Loans, net | | 1,383,758 |
| | 1,231,721 |
|
| Premises and equipment, net | | 23,314 |
| | 11,562 |
|
| Accrued interest receivable | | 5,321 |
| | 4,688 |
|
| Bank-owned life insurance | | 33,111 |
| | 32,834 |
|
| Deferred tax assets, net | | 6,957 |
| | 6,670 |
|
| Other assets | | 5,113 |
| | 3,850 |
|
| Total assets | | $ | 1,854,204 |
| | $ | 1,748,396 |
|
| | | | | |
|
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
|
| LIABILITIES | | | | |
|
| Deposits: | | | | |
|
| Noninterest-bearing demand | | $ | 479,311 |
| | $ | 486,707 |
|
| Interest-bearing demand | | 282,592 |
| | 267,824 |
|
| Savings | | 668,688 |
| | 570,391 |
|
| Time of $250,000 or more | | 10,446 |
| | 14,749 |
|
| Other time | | 105,568 |
| | 101,058 |
|
| Total deposits | | 1,546,605 |
| | 1,440,729 |
|
| Federal funds purchased | | 9,690 |
| | 2,760 |
|
| Short-term borrowings | | — |
| | 19,000 |
|
| Subordinated notes, net | | 20,398 |
| | 20,385 |
|
| Federal Home Loan Bank advances, net | | 99,886 |
| | 98,385 |
|
| Long-term debt, net | | 5,126 |
| | 8,405 |
|
| Accrued expenses and other liabilities | | 7,123 |
| | 6,355 |
|
| Total liabilities | | 1,688,828 |
| | 1,596,019 |
|
| COMMITMENTS AND CONTINGENCIES (Note 17) | | | | |
|
| STOCKHOLDERS' EQUITY | | | | |
|
| Preferred stock, $0.01 par value; authorized 50,000,000 shares; no shares issued and outstanding at December 31, 2016 and 2015 | | — |
| | — |
|
| Common stock, no par value; authorized 50,000,000 shares; 16,137,999 and 16,064,435 shares issued and outstanding at December 31, 2016 and 2015, respectively | | 3,000 |
| | 3,000 |
|
| Additional paid-in capital | | 21,462 |
| | 20,067 |
|
| Retained earnings | | 141,956 |
| | 129,740 |
|
| Accumulated other comprehensive (loss) | | (1,042 | ) | | (430 | ) |
| Total stockholders' equity | | 165,376 |
| | 152,377 |
|
| Total liabilities and stockholders' equity | | $ | 1,854,204 |
| | $ | 1,748,396 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Income Years Ended December 31, 2016, 2015 and 2014
|
| | | | | | | | | | | | |
| (dollars in thousands, except per share data) | | 2016 | | 2015 | | 2014 |
| Interest income: | | | | | | |
| Loans, including fees | | $ | 57,419 |
| | $ | 52,556 |
| | $ | 47,440 |
|
| Investment securities: | | | | | | |
|
| Taxable | | 4,201 |
| | 4,363 |
| | 4,938 |
|
| Tax-exempt | | 3,266 |
| | 3,147 |
| | 2,878 |
|
| Federal funds sold | | 108 |
| | 81 |
| | 45 |
|
| Total interest income | | 64,994 |
| | 60,147 |
| | 55,301 |
|
| Interest expense: | | | | |
| | |
|
| Deposits | | 3,391 |
| | 2,185 |
| | 2,426 |
|
| Federal funds purchased | | 5 |
| | 9 |
| | 11 |
|
| Short-term borrowings | | 42 |
| | 37 |
| | 40 |
|
| Subordinated notes | | 728 |
| | 705 |
| | 754 |
|
| Federal Home Loan Bank advances | | 3,565 |
| | 2,825 |
| | 2,628 |
|
| Long-term debt | | 145 |
| | 232 |
| | 297 |
|
| Total interest expense | | 7,876 |
| | 5,993 |
| | 6,156 |
|
| Net interest income | | 57,118 |
| | 54,154 |
| | 49,145 |
|
| Provision for loan losses | | 1,000 |
| | 850 |
| | 750 |
|
| Net interest income after provision for loan losses | | 56,118 |
| | 53,304 |
| | 48,395 |
|
| Noninterest income: | | | | |
| | |
|
| Service charges on deposit accounts | | 2,461 |
| | 2,609 |
| | 2,790 |
|
| Debit card usage fees | | 1,825 |
| | 1,830 |
| | 1,764 |
|
| Trust services | | 1,310 |
| | 1,286 |
| | 1,327 |
|
| Revenue from residential mortgage banking | | 151 |
| | 163 |
| | 1,394 |
|
| Increase in cash value of bank-owned life insurance | | 647 |
| | 727 |
| | 731 |
|
| Gain from bank-owned life insurance | | 443 |
| | — |
| | — |
|
| Gain (loss) on disposition of premises and equipment | | (4 | ) | | (6 | ) | | 1,069 |
|
| Realized investment securities gains, net | | 66 |
| | 47 |
| | 223 |
|
| Other income | | 1,083 |
| | 1,547 |
| | 998 |
|
| Total noninterest income | | 7,982 |
| | 8,203 |
| | 10,296 |
|
| Noninterest expense: | | | | |
| | |
|
| Salaries and employee benefits | | 16,731 |
| | 16,065 |
| | 16,086 |
|
| Occupancy | | 4,033 |
| | 4,105 |
| | 4,165 |
|
| Data processing | | 2,510 |
| | 2,329 |
| | 2,241 |
|
| FDIC insurance | | 937 |
| | 839 |
| | 757 |
|
| Other real estate owned | | — |
| | 10 |
| | 1,865 |
|
| Professional fees | | 774 |
| | 748 |
| | 944 |
|
| Director fees | | 888 |
| | 881 |
| | 714 |
|
| Other expenses | | 5,275 |
| | 5,091 |
| | 5,230 |
|
| Total noninterest expense | | 31,148 |
| | 30,068 |
| | 32,002 |
|
| Income before income taxes | | 32,952 |
| | 31,439 |
| | 26,689 |
|
| Income taxes | | 9,936 |
| | 9,697 |
| | 6,649 |
|
| Net income | | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
| | | | | | | |
| Basic earnings per common share | | $ | 1.43 |
| | $ | 1.35 |
| | $ | 1.25 |
|
| Diluted earnings per common share | | $ | 1.42 |
| | $ | 1.35 |
| | $ | 1.25 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Comprehensive Income Years Ended December 31, 2016, 2015 and 2014 |
| | | | | | | | | | | | |
| (dollars in thousands) | | 2016 | | 2015 | | 2014 |
| Net income | | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
| Other comprehensive income (loss): | | | | | | |
| Unrealized gains on securities for which a portion of an other than temporary impairment has been recorded in earnings: | | | | | | |
| Unrealized holding gains arising during the period | | — |
| | — |
| | 1,828 |
|
| Less: reclassification adjustment for net loss realized in net income | | — |
| | — |
| | 493 |
|
| Income tax (expense) | | — |
| | — |
| | (882 | ) |
| Other comprehensive income on available for sale securities with other than temporary impairment | | — |
| | — |
| | 1,439 |
|
| Unrealized gains (losses) on securities without other than temporary impairment: | | | | | | |
| Unrealized holding gains (losses) arising during the period | | (2,249 | ) | | (33 | ) | | 8,201 |
|
| Less: reclassification adjustment for net (gains) realized in net income | | (66 | ) | | (47 | ) | | (716 | ) |
| Less: reclassification adjustment for amortization of net unrealized gains on securities transferred from available for sale to held to maturity, realized in interest income | | (128 | ) | | (39 | ) | | (13 | ) |
| Income tax (expense) benefit | | 929 |
| | 45 |
| | (2,839 | ) |
| Other comprehensive income (loss) on available for sale securities without other than temporary impairment | | (1,514 | ) | | (74 | ) | | 4,633 |
|
| Unrealized gains (losses) on derivatives: | | | | | | |
| Unrealized gains (losses) on derivatives arising during the period | | 882 |
| | (1,144 | ) | | (3,759 | ) |
Less: reclassification adjustment for net loss on derivatives realized in net income | | 464 |
| | 89 |
| | 83 |
|
| Less: reclassification adjustment for amortization of derivative termination costs, realized in interest expense | | 109 |
| | 71 |
| | — |
|
| Income tax (expense) benefit | | (553 | ) | | 374 |
| | 1,396 |
|
| Other comprehensive income (loss) on derivatives | | 902 |
| | (610 | ) | | (2,280 | ) |
| Total other comprehensive income (loss) | | (612 | ) | | (684 | ) | | 3,792 |
|
| Comprehensive income | | $ | 22,404 |
| | $ | 21,058 |
| | $ | 23,832 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 20132016, 20122015 and 20112014 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | |
| | | | | | | | | Additional | | | | Other | | |
| | | Preferred | | Common Stock | | Paid-in | | Retained | | Comprehensive | | |
| (dollars in thousands, except per share data) | | Stock | | Shares | | Amount | | Capital | | Earnings | | Income (Loss) | | Total |
| Balance, December 31, 2010 | | $ | 34,508 |
| | 17,403,882 |
| | $ | 3,000 |
| | $ | 34,387 |
| | $ | 76,188 |
| | $ | (2,647 | ) | | $ | 145,436 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 15,268 |
| | — |
| | 15,268 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 3,301 |
| | 3,301 |
|
| Preferred stock discount accretion | | 1,492 |
| | — |
| | — |
| | — |
| | (1,492 | ) | | — |
| | — |
|
| Redemption of preferred stock | | (36,000 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (36,000 | ) |
| Repurchase of common stock warrant | | — |
| | — |
| | — |
| | (700 | ) | | — |
| | — |
| | (700 | ) |
| Cash dividends declared, $0.17 per common share | | — |
| | — |
| | — |
| | — |
| | (2,959 | ) | | — |
| | (2,959 | ) |
| Preferred stock dividends declared | | — |
| | — |
| | — |
| | — |
| | (895 | ) | | — |
| | (895 | ) |
| Balance, December 31, 2011 | | — |
| | 17,403,882 |
| | 3,000 |
| | 33,687 |
| | 86,110 |
| | 654 |
| | 123,451 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 16,011 |
| | — |
| | 16,011 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 1,272 |
| | 1,272 |
|
| Cash dividends declared, $0.36 per common share | | — |
| | — |
| | — |
| | — |
| | (6,265 | ) | | — |
| | (6,265 | ) |
| Stock-based compensation costs | | — |
| | — |
| | — |
| | 118 |
| | — |
| | — |
| | 118 |
|
| Balance, December 31, 2012 | | — |
| | 17,403,882 |
| | 3,000 |
| | 33,805 |
| | 95,856 |
| | 1,926 |
| | 134,587 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 16,891 |
| | — |
| | 16,891 |
|
| Other comprehensive loss, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (5,464 | ) | | (5,464 | ) |
| Cash dividends declared, $0.42 per common share | | — |
| | — |
| | — |
| | — |
| | (6,995 | ) | | — |
| | (6,995 | ) |
| Repurchase and cancellation of common stock | | — |
| | (1,440,592 | ) | | — |
| | (15,774 | ) | | — |
| | — |
| | (15,774 | ) |
| Stock-based compensation costs | | — |
| | — |
| | — |
| | 378 |
| | — |
| | — |
| | 378 |
|
| Issuance of common stock upon vesting of restricted | | | | | | | | | | | | | |
|
|
| stock units, net of shares withheld for payroll taxes | | — |
| | 12,914 |
| | — |
| | (14 | ) | | — |
| | — |
| | (14 | ) |
| Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 16 |
| | — |
| | — |
| | 16 |
|
| Balance, December 31, 2013 | | $ | — |
| | 15,976,204 |
| | $ | 3,000 |
| | $ | 18,411 |
| | $ | 105,752 |
| | $ | (3,538 | ) | | $ | 123,625 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Accumulated | | |
| | | | | | | | | Additional | | | | Other | | |
| | | Preferred | | Common Stock | | Paid-in | | Retained | | Comprehensive | | |
| (in thousands, except share and per share data) | | Stock | | Shares | | Amount | | Capital | | Earnings | | Income (Loss) | | Total |
| Balance, December 31, 2013 | | $ | — |
| | 15,976,204 |
| | $ | 3,000 |
| | $ | 18,411 |
| | $ | 105,752 |
| | $ | (3,538 | ) | | $ | 123,625 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 20,040 |
| | — |
| | 20,040 |
|
| Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 3,792 |
| | 3,792 |
|
| Cash dividends declared, $0.49 per common share | | — |
| | — |
| | — |
| | — |
| | (7,842 | ) | | — |
| | (7,842 | ) |
| Stock-based compensation costs | | — |
| | — |
| | — |
| | 633 |
| | — |
| | — |
| | 633 |
|
| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | | — |
| | 42,530 |
| | — |
| | (189 | ) | | — |
| | — |
| | (189 | ) |
| Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 116 |
| | — |
| | — |
| | 116 |
|
| Balance, December 31, 2014 | | — |
| | 16,018,734 |
| | 3,000 |
| | 18,971 |
| | 117,950 |
| | 254 |
| | 140,175 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 21,742 |
| | — |
| | 21,742 |
|
| Other comprehensive loss, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (684 | ) | | (684 | ) |
| Cash dividends declared, $0.62 per common share | | — |
| | — |
| | — |
| | — |
| | (9,952 | ) | | — |
| | (9,952 | ) |
| Stock-based compensation costs | | — |
| | — |
| | — |
| | 1,166 |
| | — |
| | — |
| | 1,166 |
|
| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | | — |
| | 45,701 |
| | — |
| | (225 | ) | | — |
| | — |
| | (225 | ) |
| Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 155 |
| | — |
| | — |
| | 155 |
|
| Balance, December 31, 2015 | | — |
| | 16,064,435 |
| | 3,000 |
| | 20,067 |
| | 129,740 |
| | (430 | ) | | 152,377 |
|
| Net income | | — |
| | — |
| | — |
| | — |
| | 23,016 |
| | — |
| | 23,016 |
|
| Other comprehensive loss, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (612 | ) | | (612 | ) |
| Cash dividends declared, $0.67 per common share | | — |
| | — |
| | — |
| | — |
| | (10,800 | ) | | — |
| | (10,800 | ) |
| Stock-based compensation costs | | — |
| | — |
| | — |
| | 1,684 |
| | — |
| | — |
| | 1,684 |
|
| Issuance of common stock upon vesting of restricted stock units, net of shares withheld for payroll taxes | | — |
| | 73,564 |
| | — |
| | (394 | ) | | — |
| | — |
| | (394 | ) |
| Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 105 |
| | — |
| | — |
| | 105 |
|
| Balance, December 31, 2016 | | $ | — |
| | 16,137,999 |
| | $ | 3,000 |
| | $ | 21,462 |
| | $ | 141,956 |
| | $ | (1,042 | ) | | $ | 165,376 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, 2013, 2012 and 2011 | |
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, 2016, 2015 and 2014 | | West Bancorporation, Inc. and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, 2016, 2015 and 2014 |
| | (dollars in thousands) | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Cash Flows from Operating Activities: | | | | | | | | | | | | |
| Net income | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 15,268 |
| | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
| Adjustments to reconcile net income to net cash provided by operating | | | | | | | |
| activities: | | | | | | |
| |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| Provision for loan losses | | (850 | ) | | 625 |
| | 550 |
| | 1,000 |
| | 850 |
| | 750 |
|
| Net amortization and accretion | | 4,832 |
| | 4,303 |
| | 3,142 |
| | 4,290 |
| | 3,892 |
| | 3,767 |
|
| (Gain) loss on disposition of premises and equipment | | 9 |
| | 125 |
| | (8 | ) | | 4 |
| | 6 |
| | (1,069 | ) |
| Investment securities gains, net | | — |
| | (246 | ) | | — |
| | (66 | ) | | (47 | ) | | (223 | ) |
| Investment securities impairment losses | | — |
| | 203 |
| | 99 |
| |
| Stock-based compensation costs | | 378 |
| | 118 |
| | — |
| |
| Gain on sale of loans | | (1,083 | ) | | (2,614 | ) | | (1,321 | ) | |
| Stock-based compensation | | | 1,684 |
| | 1,166 |
| | 633 |
|
| Gain on sale of loans held for sale | | | — |
| | (14 | ) | | (1,247 | ) |
| Proceeds from sales of loans held for sale | | 94,676 |
| | 131,936 |
| | 71,273 |
| | — |
| | 840 |
| | 63,314 |
|
| Originations of loans held for sale | | (92,460 | ) | | (128,596 | ) | | (69,545 | ) | | — |
| | — |
| | (60,663 | ) |
| Gain on sale of other real estate owned | | (111 | ) | | (114 | ) | | (339 | ) | |
| Write-down of other real estate owned | | 1,341 |
| | 1,442 |
| | 3,109 |
| | — |
| | — |
| | 1,786 |
|
| Increase in cash value of bank-owned life insurance | | | (647 | ) | | (727 | ) | | (731 | ) |
| Gain from bank-owned life insurance | | — |
| | (841 | ) | | (637 | ) | | (443 | ) | | — |
| | — |
|
| Increase in value of bank-owned life insurance | | (646 | ) | | (737 | ) | | (884 | ) | |
| Depreciation | | 786 |
| | 697 |
| | 612 |
| | 1,046 |
| | 921 |
| | 853 |
|
| Deferred income taxes | | 1,147 |
| | 639 |
| | 731 |
| | 89 |
| | 82 |
| | 535 |
|
| Excess tax benefits from vesting of restricted stock units | | | (105 | ) | | (155 | ) | | (116 | ) |
| Change in assets and liabilities: | | | | | | |
| | | | | | |
|
| (Increase) decrease in accrued interest receivable | | (355 | ) | | 531 |
| | 776 |
| |
| (Increase) in accrued interest receivable | | | (633 | ) | | (263 | ) | | (418 | ) |
| (Increase) decrease in other assets | | 580 |
| | (116 | ) | | 3,066 |
| | (89 | ) | | 2,945 |
| | (448 | ) |
| Increase (decrease) in accrued expenses and other liabilities | | (1,744 | ) | | 923 |
| | 138 |
| | 1,047 |
| | (196 | ) | | (476 | ) |
| Net cash provided by operating activities | | 23,391 |
| | 24,289 |
| | 26,030 |
| | 30,193 |
| | 31,042 |
| | 26,287 |
|
| Cash Flows from Investing Activities: | | | | |
| | |
| | | | |
| | |
|
| Proceeds from sales, calls and maturities of securities available for sale | | 74,202 |
| | 87,606 |
| | 84,726 |
| |
| Proceeds from sales of securities available for sale | | | 3,054 |
| | 16,946 |
| | 36,582 |
|
| Proceeds from maturities and calls of investment securities | | | 58,358 |
| | 49,665 |
| | 56,450 |
|
| Purchases of securities available for sale | | (143,384 | ) | | (98,186 | ) | | (109,323 | ) | | (3,500 | ) | | (116,824 | ) | | (67,770 | ) |
| Purchases of Federal Home Loan Bank stock | | (7,537 | ) | | (2,285 | ) | | (879 | ) | | (17,407 | ) | | (19,986 | ) | | (29,064 | ) |
| Proceeds from redemption of Federal Home Loan Bank stock | | 7,475 |
| | 1,848 |
| | 738 |
| | 19,083 |
| | 22,614 |
| | 25,840 |
|
| Net (increase) decrease in loans | | (65,436 | ) | | (90,301 | ) | | 46,101 |
| |
| Net proceeds from sales of other real estate owned | | 1,744 |
| | 1,320 |
| | 6,141 |
| |
| Payments for other real estate owned improvements | | (291 | ) | | — |
| | — |
| |
| Net increase in loans | | | (153,037 | ) | | (62,133 | ) | | (193,585 | ) |
| Proceeds from sales of other real estate owned | | | — |
| | 2,227 |
| | 2,103 |
|
| Proceeds from sales of premises and equipment | | — |
| | — |
| | 51 |
| | — |
| | — |
| | 3,013 |
|
| Purchases of premises and equipment | | (1,908 | ) | | (1,035 | ) | | (981 | ) | | (12,802 | ) | | (2,502 | ) | | (5,298 | ) |
| Purchase of bank-owned life insurance | | | — |
| | — |
| | (5,000 | ) |
| Proceeds of principal and earnings from bank-owned life insurance | | — |
| | 1,573 |
| | 1,192 |
| | 812 |
| | — |
| | — |
|
| Net cash provided by (used in) investing activities | | (135,135 | ) | | (99,460 | ) | | 27,766 |
| |
| Proceeds from settlement of other assets | | | — |
| | 3,593 |
| | — |
|
| Net cash used in investing activities | | | (105,439 | ) | | (106,400 | ) | | (176,729 | ) |
| Cash Flows from Financing Activities: | | | | | | | |
| Net increase in deposits | | | 105,876 |
| | 170,267 |
| | 106,620 |
|
| Net increase (decrease) in federal funds purchased | | | 6,930 |
| | (215 | ) | | (13,647 | ) |
| Net increase (decrease) in short-term borrowings | | | (19,000 | ) | | (47,000 | ) | | 66,000 |
|
| Principal payments on long-term debt | | | (3,286 | ) | | (4,261 | ) | | (3,260 | ) |
| Interest rate swap termination costs paid | | | — |
| | (541 | ) | | — |
|
| Common stock dividends paid | | | (10,800 | ) | | (9,952 | ) | | (7,842 | ) |
| Restricted stock units withheld for payroll taxes | | | (394 | ) | | (225 | ) | | (189 | ) |
| Excess tax benefits from vesting of restricted stock units | | | 105 |
| | 155 |
| | 116 |
|
| Net cash provided by financing activities | | | 79,431 |
| | 108,228 |
| | 147,798 |
|
| Net increase (decrease) in cash and cash equivalents | | | 4,185 |
| | 32,870 |
| | (2,644 | ) |
| Cash and Cash Equivalents: | | | | | | | |
| Beginning | | | 72,651 |
| | 39,781 |
| | 42,425 |
|
| Ending | | | $ | 76,836 |
| | $ | 72,651 |
| | $ | 39,781 |
|
| | | | | | | | | | | | | |
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Cash Flows (continued) Years Ended December 31, 2013, 2012 and 2011 |
| | | | | | | | | | | | |
| (dollars in thousands) | | 2013 | | 2012 | | 2011 |
| Cash Flows from Financing Activities: | | | | | | |
| Net increase (decrease) in deposits | | $ | 29,266 |
| | $ | 177,203 |
| | $ | (14,699 | ) |
| Net increase (decrease) in federal funds purchased and securities sold | | | | | | |
| under agreements to repurchase | | (38,974 | ) | | (245 | ) | | 3,746 |
|
| Net (decrease) in other short-term borrowings | | — |
| | — |
| | (2,914 | ) |
| Proceeds from long-term debt | | 16,000 |
| | 80,000 |
| | — |
|
| Principal payments on long-term debt | | (830 | ) | | (80,000 | ) | | — |
|
| Prepayment fees on Federal Home Loan Bank advances | | — |
| | (11,152 | ) | | — |
|
| Common stock dividends paid | | (6,995 | ) | | (6,265 | ) | | (2,959 | ) |
| Preferred stock dividends paid | | — |
| | — |
| | (1,120 | ) |
| Redemption of preferred stock | | — |
| | — |
| | (36,000 | ) |
| Repurchase of common stock warrant | | — |
| | — |
| | (700 | ) |
| Repurchase and cancellation of common stock | | (15,774 | ) | | — |
| | — |
|
| Tax withholding related to net share settlements of restricted stock units | | (14 | ) | | — |
| | — |
|
| Excess tax benefits from vesting of restricted stock units | | 16 |
| | — |
| | — |
|
| Net cash provided by (used in) financing activities | | (17,305 | ) | | 159,541 |
| | (54,646 | ) |
| Net increase (decrease) in cash and cash equivalents | | (129,049 | ) | | 84,370 |
| | (850 | ) |
| Cash and Cash Equivalents: | | | | | | |
| Beginning | | 171,474 |
| | 87,104 |
| | 87,954 |
|
| Ending | | $ | 42,425 |
| | $ | 171,474 |
| | $ | 87,104 |
|
| | | | | | | |
| Supplemental Disclosure of Cash Flow Information: | | | | | | |
| Cash payments for: | | | | | | |
| Interest | | $ | 7,101 |
| | $ | 9,726 |
| | $ | 12,383 |
|
| Income taxes | | 6,755 |
| | 4,682 |
| | 4,784 |
|
| | | | | | | |
| Supplemental Disclosure of Noncash Investing and Financing Activities: | | | | | | |
| Transfer of loans to other real estate owned | | $ | 179 |
| | $ | 872 |
| | $ | 1,763 |
|
| Sale of other real estate owned financed by issuance of a loan | | — |
| | 833 |
| | 674 |
|
| Purchase of premises financed by issuance of long-term debt | | 765 |
| | — |
| | — |
|
West Bancorporation, Inc. and Subsidiary Consolidated Statements of Cash Flows (continued) Years Ended December 31, 2016, 2015 and 2014
|
| | | | | | | | | | | | |
| (dollars in thousands) | | 2016 | | 2015 | | 2014 |
| Supplemental Disclosure of Cash Flow Information: | | | | | | |
| Cash payments for: | | | | | | |
| Interest | | $ | 7,940 |
| | $ | 6,069 |
| | $ | 6,166 |
|
| Income taxes | | 7,870 |
| | 6,700 |
| | 7,045 |
|
| | | | | | | |
| Supplemental Disclosure of Noncash Investing and Financing Activities: | | | | | | |
| Transfer of loans to other real estate owned | | $ | — |
| | $ | — |
| | $ | 394 |
|
| Transfer of investment securities available for sale to investment securities held to maturity | | — |
| | — |
| | 50,882 |
|
| Transfer of investment securities available for sale to other assets, sale not settled | | — |
| | — |
| | 3,593 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 1. Organization and Nature of Business and Summary of Significant Accounting Policies
Organization and nature of business: West Bancorporation, Inc. operates in the commercial banking industry through its wholly-owned subsidiary, West Bank. West Bank is a state chartered bank and has its main office in West Des Moines, Iowa, with seven additional offices located in the Des Moines, Iowa, metropolitan area, two officesone office located in Iowa City, Iowa, one office located in Coralville, Iowa, and one office located in Rochester, Minnesota. In addition, the Company owns an unconsolidated subsidiary, West Bancorporation Capital Trust I (the Trust), which was formed for the purpose of issuing trust preferred securities (TPS). As used herein, the term "Company" refers to West Bancorporation, Inc., or if the context dictates, West Bancorporation, Inc. and its subsidiary.
Significant accounting policies:
Accounting estimates and assumptions: The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) established by the Financial Accounting Standards Board (FASB). References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as the Codification or ASC. 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 fair value and other than temporary impairment (OTTI) of financial instruments and the allowance for loan losses, and the valuation of other real estate owned.losses.
Consolidation policy: The consolidated financial statements include the accounts of the Company, West Bank, West Bank's wholly-owned subsidiary WB Funding Corporation (which ownsowned an interest in a partnership)limited liability company that was sold in the fourth quarter of 2015), and West Bank's 99.99 percent owned subsidiary ICD IV, LLC (a community development partnership)partnership that was liquidated during the third quarter of 2014 because the underlying loan matured). All significant intercompany transactions and balances have been eliminated in consolidation. In addition, the Company owns an unconsolidated subsidiary, West Bancorporation Capital Trust I (the Trust), which was formed for the purpose of issuing trust preferred securities. In accordance with GAAP, the results of the Trust are recorded on the books of the Company using the equity method of accounting and are not consolidated.
Reclassification: Certain amounts in prior year financial statements have been reclassified, with no effect on net income, comprehensive income or stockholder's equity, to conform with current period presentation.
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 has determined that its business is comprised of one operating segment, which is banking. The banking segment generates revenue through interest and fees on loans, service charges on deposit accounts, interest on investment securities, gains and fees on sales of residential mortgages, fees for trust services and other miscellaneous banking related activities. This segment includes the Company, West Bank, and related elimination entries between the two, as the Company's operation is similar to that of West Bank.
Comprehensive income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income (OCI). OCI consists of the net change in unrealized gains and losses on the Company's investment securities available for sale, including the noncredit-related portion of unrealized gains (losses) of OTTI securities and the effective portion of the change in fair value of derivative instruments. OCI also includes the amortization of derivative termination costs and the amortization of unrealized gains on investment securities transferred from available for sale to held to maturity.
Cash and cash equivalents and cash flows: For statement of cash flow purposes, the Company considers cash, due from banks and federal funds sold and short-term investments with original maturities of 90 days or less to be cash and cash equivalents. Cash flowsinflows and outflows from loans and deposits are reported net.on a net basis.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Investment securities: Investment securities available for salethat management has the intent and ability to hold to maturity are classified as held to maturity and reported at fair value, with unrealized gains and losses reported as a separate component of accumulated other comprehensive income, net of deferred income taxes. Available for sale investmentamortized cost. Investment securities that may be sold for general liquidity needs, in response to market interest rate fluctuations, implementation of asset-liability management strategies, funding loan demand, changes in securities prepayment risk or other similar factors.factors are classified as available for sale and reported at fair value, with unrealized gains and losses reported as a separate component of accumulated other comprehensive income (AOCI), net of deferred income taxes. Realized gains and losses on sales of investment securities are computed on a specific identification basis based on amortized cost.
The amortized cost of debt securities classified as held to maturity or available for sale is adjusted for accretion of discounts to maturity and amortization of premiums over the estimated average life of each security or, in the case of callable securities, through the first call date, using the effective yield method. Such amortization and accretion is included in interest income. Interest income on securities is recognized using the interest method according to the terms of the investment security.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The Company evaluates each of its investment securities whose value has declined below amortized cost to determine whether the decline in fair value is OTTI. TheWhen determining whether an investment portfoliosecurity is evaluated for OTTI, by segregating the portfolio into two segments and applying the appropriate OTTI model. Investment securities classified as available for sale are generally evaluated for OTTI under FASB ASC 320, Investments - Debt and Equity Securities. However, certain purchased beneficial interests in securitized financial assets, including asset-backed securities and collateralized debt obligations, that had credit ratings below AA at the time of purchase, are evaluated using the model outlined in FASB ASC 325, Beneficial Interests in Securitized Financial Assets.
In determining OTTI under the FASB ASC 320 model, the review takes into considerationmanagement assesses the severity and duration of the decline in fair value, the length of time expected for recovery, the financial condition of the issuer and other qualitative factors, as well as whetherwhether: (a) it has the Company intendsintent to sell the security, or whether it is likely the Company will be required to sell the debt security before its anticipated recovery.
Under the FASB ASC 325 model, for the second segment of the portfolio, the Company compares the present value of the remaining cash flows as estimated at the preceding evaluation date to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.
When OTTI occurs under either model, the amount of the OTTI recognized in earnings depends on whether the Company intends to sell the security orand (b) it is more likely than not that it will be required to sell the security before recovery ofprior to its amortized cost basis. If the Company intends to sell or itanticipated recovery. In instances when a determination is more likely than notmade that it will be required to sell the security before recovery of its amortized cost basis, thean OTTI is recognized in earnings equal to the entire difference between the investment's amortized cost basis and its fair value at the balance sheet date. If the Companyexists but management does not intend to sell the security and it is not more likely than not that it will be required to sell before recovery ofthe security prior to its amortized cost basis,anticipated repayment or maturity, the OTTI is separated intointo: (a) the amount representingof the total OTTI related to a decrease in cash flows expected to be collected from the security (the credit lossloss); and (b) the amount of the total OTTI related to all other factors. The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expectedrecognized as a charge to be collected using the original yield as the discount rate, and is recognized in earnings. The amount of the total OTTI related to all other factors is recognized in other comprehensive income, netOCI. If the Company intends to sell or it is more likely than not that it will be required to sell a security with OTTI before recovery of applicable taxes. The previousits amortized cost basis, less the OTTI is recognized in earnings becomesequal to the newentire difference between the investment’s amortized cost basis of the investment. The assessment of whether an OTTI exists involves a high degree of subjectivity and judgment and is based on the information available to managementits fair value at the time.balance sheet date.
Federal Home Loan Bank stock: West Bank, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of the FHLB in an amount equal to 0.12 percent of total assets plus 4.00 percent of outstanding advances from the FHLB and the outstanding principal balance of loans issued through the Mortgage Partnership Finance Program (MPF). No ready market exists for the FHLB stock, and it has no quoted market value. The Company evaluates this asset for impairment on a quarterly basis and determined there was no impairment. All shares of FHLB stock are issued and redeemed at a par value of $100.
Loans held for sale: Loans held for sale include residential real estate mortgages that were originated in accordance with secondary market pricing and underwriting standards and are stated at the lower of cost or fair value determined on an aggregate basis. Gains and losses on loan sales are recorded in noninterest income. West Bank does not retain servicing responsibility on loans sold. Specific terms within the agreements with investors purchasing residential mortgage loans from the Company contain recourse provisions in certain circumstances.value.
Loans: Loans are stated at the principal amounts outstanding, net of unamortized loan fees and costs, with interest income recognized on the interest method based upon those outstanding loan balances. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Loans are reported by the portfolio segments identified and are analyzed by management on this basis. All loan policies identified below apply to all segments of the loan portfolio.
Delinquencies are determined based on the payment terms of the individual loan agreements. The accrual of interest on past due and other impaired loans is generally discontinued at 90 days or when, in the opinion of management, the borrower may be unable to make all payments pursuant to contractual terms. Unless considered collectible, all interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income, if accrued in the current year, or charged to the allowance for loan losses, if accrued in the prior year. Generally, all payments received while a loan is on nonaccrual status are applied to the principal balance of the loan. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
A loan is classified as troubled debt restructured (TDR) when the Company separately concludes that a borrower is experiencing financial difficulties and a concession is granted that would not otherwise be considered. Concessions may include a restructuring of the loan terms to alleviate the burden of the borrower's cash requirements, such as an extension of the payment terms beyond the original maturity date or a change in the interest rate charged. TDR loans with extended payment terms are accounted for as impaired until performance is established. A change to the interest rate would change the classification of a loan to a TDR loan if the restructured loan yields a rate that is below a market rate for that of a new loan with comparable risk. TDR loans with below market rates are considered impaired until fully collected. TDR loans may also be reported as nonaccrual or past due 90 days rather than TDR, if they are not performing per the restructured terms.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Based upon its ongoing assessment of credit quality within the loan portfolio, the Company maintains a Watch List, which includes loans classified as Doubtful, Substandard and Watch according to West Bank's classification criteria. These loans involve the anticipated potential for payment defaults or collateral inadequacies. A loan on the Watch List is considered impaired when management believes it is probable the Company 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, as a practical expedient, at the loan's observable market price or 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.
Allowance for loan losses: The allowance for loan losses is established through a provision for loan losses charged to expense. Loans in each of the Company's segments are charged against the allowance for loan losses when management believes that collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb probable losses on existing loans based on an evaluation of the collectability of loans and prior loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, the review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay. Loans are charged off against the allowance for loan losses when management believes that collectability of the principal is unlikely. While management uses the best information available to make its evaluations, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or the other factors relied upon.
The allowance for loan losses consists of specific and general components. The specific component relates to loans that meet the definition of impaired. The general component covers the remaining loans and is based on historical loss experience adjusted for qualitative factors such as delinquency trends, loan growth, economic elements and local market conditions. These same policies are applied to all segments of loans. In addition, regulatory agencies, as integral parts of their examination processes, periodically review the Company's allowance for loan losses, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.
In the fourth quarter of 2013, the historical loss experience factor was modified to use the highest losses calculated over a rolling 12, 16 or 20 quarter period. The Company believes that using the highest of these time periods will self-select the factor that best represents where the Company is in the economic cycle. It is not possible to state the specific amount that was added to the allowance as a result of this change, but management believes it resulted in a higher amount than calculated using the previous factors.
Premises and equipment: Premises and equipment are stated at cost less accumulated depreciation. The straight-line method of depreciation and amortization is used for calculating expense. The estimated useful lives of premises and equipment range up to 40 years for buildings, up to 10 years for furniture and equipment, and the shorter of the estimated useful life or lease term for leasehold improvements.
Other real estate owned: Real estate properties acquired through or in lieu of foreclosure are initially recorded at fair value less estimated selling cost at the date of foreclosure, establishing a new cost basis. Fair value is determined by management by obtaining appraisals or other market value information at least annually. Any write-downs in value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, valuations are periodically performed by management by obtaining updated appraisals or other market value information. Any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the updated fair value less estimated selling cost. Net costs related to the holding of properties are included in noninterest expense. As of December 31, 2016 and 2015, the Company had no other real estate owned.
Trust assets: Assets held by West Bank in fiduciary or agency capacities, other than trust cash on deposit at West Bank, are not included in the consolidated balance sheets of the Company, as such assets are not assets of West Bank.
West Bancorporation, Inc. and SubsidiaryDecember 31, 2016, compared to assets totaling $209,920 as of December 31, 2015.
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Bank-owned life insurance: The carrying amount of bank-owned life insurance consists of the initial premium paid, plus increases in cash value, less the carrying amount associated with any death benefit received. Death benefits paid in excess of the applicable carrying amount are recognized as income. Increases in cash value and the portion of death benefits recognized as income are exempt from income taxes.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Derivatives: The Company uses derivative financial instruments (which consist of interest rate swaps) to assist in its interest rate risk management. All derivatives are measured and reported at fair value on the Company's consolidated balance sheet as other assets or other liabilities. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. As of December 31, 2013,2016, the Company had only cash flow hedging relationships, which arewere derivatives to hedge the exposure to variability in expected future cash flows. To qualify for hedge accounting, the Company must comply with the detailed rules and documentation requirements at the inception of the hedge, and hedge effectiveness is assessed at inception and on a quarterly basis throughout the life of each hedging relationship. Hedge ineffectiveness, if any, is measured periodically throughout the life of the hedging relationship. The Company does not use derivatives for trading or speculative purposes.
For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (loss),OCI, net of deferred taxes, and subsequently reclassified to interest income or expense when the hedged transaction affects earnings, while the ineffective portion of changes in the fair value of the derivative, if any, is recognized immediately in other noninterest income. The Company assesses the effectiveness of eachthe hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instrument with the cumulative changes in cash flows of the designated hedged item or transaction.
Preferred stock:Stock-based compensation: On December 31, 2008, the Company issued 36,000 shares of perpetual cumulative senior preferred stock to the U.S. Department of the Treasury (Treasury) under the Capital Purchase Program (CPP). On June 29, 2011, the Company redeemed all 36,000 shares of the outstanding preferred stock issued under the CPP with a payment to the Treasury of $36,220, consisting of $36,000 of principal and $220 of dividends. The preferred stock had a carrying value of $34,752 on the redemption date. Upon redemption, the remaining $1,248 preferred stock discount was recorded as a reduction to net income available to common stockholders.
Common stock warrants: In connection with the CPP described above, a common stock warrant exercisable for 474,100 shares of common stock was issued to the Treasury and was exercisable on or before December 31, 2018. The warrant entitled the Treasury to purchase 474,100 shares of common stock at $11.39 per share. The warrant was repurchased by the Company for $700 on August 31, 2011.
Common stock: At the Company's annual meeting of stockholders on April 26, 2012, the West Bancorporation, Inc. 2012 Equity Incentive Plan (the 2012 Plan) was approved by the stockholders.stockholders in 2012 as a means to attract, retain and reward selected participants. The 2012 Plan is administered by the Compensation Committee of the Board of Directors. As of December 31, 2013, restricted stock units (RSUs) totaling 144,293 shares had been granted under the 2012 Plan.
Stock-based compensation: Compensation expense for stock-based awards is recognized on a straight-line basis over the vesting period using the fair value of the award at the time of the grant. The restricted stock unit (RSU) participants do not have dividend rights prior to vesting, so the fair value of nonvested RSUs granted under the 2012 Plan is equal to the fair market value of the underlying common stock at the grant date. Becausedate, reduced by the RSU participant does not have dividend rights prior to vesting, the initial unamortized expense amount is the discountedpresent value of future cash flows omitting projectedthe dividends expected to be paid on the underlying shares during the vesting period. The Company currently assumes no projected forfeitures on its stock-based compensation, since all RSUs are expected to vest and no forfeitures have occurred as of December 31, 2013.2016.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Deferred compensation: On October 24, 2012, the the Company's Board of Directors adopted theThe West Bancorporation, Inc. Deferred Compensation Plan (the Deferred Compensation Plan). was adopted effective January 1, 2013, to provide certain individuals with additional deferral opportunities in planning for retirement. Eligible participants, including directors and key officers of the Company, may choose to voluntarily defer receipt of a portion of their respective cash compensation. The Deferred Compensation Plan is an unfunded, nonqualified deferred compensation plan intended to conform to the requirements of Section 409A of the Internal Revenue Code. The Plan became effective on January 1, 2013, and provides an opportunity for eligible participants, including directors and key officers of the Company, to voluntarily defer receipt of a portion of their respective cash compensation. The amount of compensation to be deferred by each individual participating in the Plan, if any, is determined in accordance with the Plan based on each participant's election. Additionally, the Company has the right to make discretionary contributions under the Plan on behalf of participants, though the Company has no intention at this time of making such Company contributions. Deferred compensation under the Plan is payable on a date or dates selected by each participant at the time of enrollment, subject to change in certain specified circumstances. In the event of a change in control of the Company, any amounts deferred by a participant will be distributed to the participant in a lump sum upon the change in control, and any Company contributions will be distributed in accordance with the participant's elections. As of December 31, 2013,2016, no individuals had chosen to participate in the Plan.
Transfer of financial assets: Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Income taxes: The Company files a consolidated federal income tax return. Income tax expense is generally allocated as if the Company and its subsidiary file separate income tax returns. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, capital loss, operating loss, and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
When tax returns are filed, it is highly certain that some tax positions taken will be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. The evaluation of a tax position taken is considered by itself and is not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. Management does not believe the Company has any material uncertain tax positions to disclose.
Interest and penalties related to income taxes are recorded as other noninterest expense in the consolidated income statements.
Earnings per common share: Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Income available to common stockholders is net income less preferred stock dividends and accretion of discount on preferred stock treated as preferred stock dividends. Diluted earnings per common share reflect the potential dilution that could occur if the Company's outstanding RSUs were vested or if the Company's stock warrant was exercised prior to its redemption in 2011.vested. The dilutive effect was computed using the treasury stock method, which assumes all stock-based awards arewere exercised and the hypothetical proceeds from exercise arewere used by the Company to purchase common stock at the average market price during the period, and assumes any outstanding warrants were exercised during the time period they were outstanding.period. The incremental shares, to the extent they would have been dilutive, were included in the denominator of the diluted earnings per common share calculation.
Current accounting developments: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Codification. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2017. The Company has assessed the impact of this guidance and does not expect the guidance to have a material impact on the Company's consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. For public companies, this update was effective for interim and annual periods beginning after December 15, 2015, and was applied retrospectively. The adoption of this guidance required a balance sheet reclassification of unamortized debt issuance costs, which did not have a material impact on the Company's consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by updating certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Among other changes, the update requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, and clarifies that entities should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entities' other deferred tax assets. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2017, and is to be applied on a modified retrospective basis. The Company is currently assessing the impact of this guidance, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in the update supersedes the requirements in ASC Topic 840, Leases. The update will require business entities to recognize lease assets and liabilities on the balance sheet and to disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2018, and is to be applied on a modified retrospective basis. The Company is currently assessing the impact of this guidance, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The calculation of earnings per common share and diluted earnings per common share for the years ended December 31, 2013, 2012 and 2011, is presented below.
|
| | | | | | | | | | | |
| (in thousands, except per share information) | 2013 | | 2012 | | 2011 |
| Net income | $ | 16,891 |
| | $ | 16,011 |
| | $ | 15,268 |
|
| Preferred stock dividends | — |
| | — |
| | (895 | ) |
| Preferred stock discount accretion | — |
| | — |
| | (1,492 | ) |
| Net income available to common stockholders | $ | 16,891 |
| | $ | 16,011 |
| | $ | 12,881 |
|
| | |
| | |
| | |
|
| Weighted average common shares outstanding | 16,582 |
| | 17,404 |
| | 17,404 |
|
| Restricted stock units | 47 |
| | 40 |
| | — |
|
| Diluted weighted average common shares outstanding | 16,629 |
| | 17,444 |
| | 17,404 |
|
| | |
| | |
| | |
|
| Basic earnings per common share | $ | 1.02 |
| | $ | 0.92 |
| | $ | 0.74 |
|
| Diluted earnings per common share | $ | 1.02 |
| | $ | 0.92 |
| | $ | 0.74 |
|
Current accounting developments: In February 2013,March 2016, the FASB issued Accounting Standards UpdateASU No. 2013-02, Comprehensive Income2016-09, Compensation—Stock Compensation (Topic 220): Reporting718). The update simplifies several aspects of Amounts Reclassified Outaccounting for share-based payment transactions, including the income tax consequences, classification of Accumulated Other Comprehensive Income (AOCI), to improve the transparency of reporting reclassifications out of AOCI. The amendments in the Update do not change the current requirements for reporting net incomeawards as either equity or other comprehensive income in the financial statements. The new amendments require an organization to present (eitherliabilities, and classification on the facestatement of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of AOCI if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. Additionally, for other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period,cash flows. The guidance also allows an entity is required to cross-reference other disclosures required under GAAPmake an entity-wide accounting policy election to provide additional detail about those amounts.either estimate expected forfeitures or account for forfeitures as they occur. For public companies, the amendments wereupdate is effective for reportingannual periods beginning after December 15, 2012.2016. Portions of the amended guidance are to be applied using a modified retrospective transition method, and others require prospective application. The adoption of this guidance didwill not have a material impact on the Company's consolidated financial statements.
In July 2013,June 2016, the FASB issued Accounting Standards UpdateASU No. 2013-11, Income Taxes2016-13, Financial Instruments—Credit Losses (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists326). The amendments in this update requires an entityrequire a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present an unrecognized tax benefit,the net carrying value at the amount expected to be collected on the financial assets. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or portion thereof,decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount of financial assets. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination that are measured at amortized cost basis is determined in a similar manner to other financial assets measured at amortized cost basis; however, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Only subsequent changes in the statement of financial positionallowance for credit losses are recorded as a reductioncredit loss expense for these assets. Off-balance-sheet arrangements such as commitments to a deferred tax asset for a net operating loss carryforward or a taxextend credit, carryforward, except as follows:guarantees, and standby letters of credit that are not considered derivatives under ASC 815 and are not unconditionally cancellable are also within the scope of this update. Credit losses relating to the extent a net operating loss carryforward or tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefitavailable-for-sale debt securities should be presented in the statement of financial position as a liability and should not be combined with deferred tax assets.recorded through an allowance for credit losses. For public companies, thisthe update will beis effective for interim and annual periods beginning after December 31, 201315, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this update earlier as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. An entity will apply the amendments in this update on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently planning for the implementation of this accounting standard. It is too early to assess the impact that this guidance will have on the Company's consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and early adoptionCash Payments. The amendments in this update provide guidance for eight specific cash flow classification issues for which current guidance is permitted.unclear or does not exist, thereby reducing diversity in practice. For public companies, the update is effective for annual periods beginning after December 15, 2017. The adoptionCompany is currently assessing the impact of this guidance, isbut does not expectedexpect the guidance to have a material impact on the Company's consolidated financial statements.
In January 2014,October 2016, the FASB issued Accounting Standards Update No. 2014-04, Receivables—Troubled Debt Restructuring by Creditors (Subtopic 310-40)ASU 2016-16 Income Taxes (Topic 740): ReclassificationIntra-Entity Transfers of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure.Assets Other than Inventory. This update simplifies the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The update clarifies whennew guidance states that an in substance foreclosure occurs, that is, when a creditor is considered to have received physical possessionentity should recognize the income tax consequences of residential real estate property collateralizing a consumer mortgage loan. This is the pointan intra-entity transfer of an asset other than inventory when the consumer mortgage loan should be derecognized andtransfer occurs. Consequently, the real property recognized.amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. For public companies, thisthe update will beis effective for interim and annual reporting periods beginning after December 31, 2014 and early15, 2017, including interim reporting periods. Early adoption is permitted. The adoptionCompany is currently assessing the impact of this guidance, isbut does not expectedexpect the guidance to have a material impact on the Company's consolidated financial statements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 2. Earnings per Common Share
The calculation of earnings per common share and diluted earnings per common share for the years ended December 31, 2016, 2015 and 2014, is presented below.
|
| | | | | | | | | | | |
| (dollars and number of shares in thousands, except per share data) | 2016 | | 2015 | | 2014 |
| Net income | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
| | |
| | |
| | |
|
| Weighted average common shares outstanding | 16,117 |
| | 16,050 |
| | 16,004 |
|
| Weighted average effect of restricted stock units outstanding | 54 |
| | 46 |
| | 38 |
|
| Diluted weighted average common shares outstanding | 16,171 |
| | 16,096 |
| | 16,042 |
|
| | |
| | |
| | |
|
| Basic earnings per common share | $ | 1.43 |
| | $ | 1.35 |
| | $ | 1.25 |
|
| Diluted earnings per common share | $ | 1.42 |
| | $ | 1.35 |
| | $ | 1.25 |
|
| Number of anti-dilutive common stock equivalents excluded from diluted earnings per share computation | 102 |
| | 140 |
| | — |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 2.3. Investment securitiesSecurities
The following tables show the amortized cost, gross unrealized gains and losses (pretax) included in AOCI, and estimated fair value of investment securities, by investment security type as of December 31, 20132016 and 2012. 2015.
| | | | 2013 | 2016 |
| | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
| Securities available for sale: | | | | | | | | |
| U.S. government agencies and corporations | $ | 12,593 |
| | $ | 278 |
| | $ | — |
| | $ | 12,871 |
| $ | 2,524 |
| | $ | 69 |
| | $ | — |
| | $ | 2,593 |
|
| State and political subdivisions | 90,833 |
| | 1,466 |
| | (4,511 | ) | | 87,788 |
| 64,551 |
| | 376 |
| | (591 | ) | | 64,336 |
|
Collateralized mortgage obligations (1) | 170,431 |
| | 2,128 |
| | (3,911 | ) | | 168,648 |
| 103,038 |
| | 255 |
| | (1,343 | ) | | 101,950 |
|
Mortgage-backed securities (1) | 59,226 |
| | 607 |
| | (1,677 | ) | | 58,156 |
| 80,614 |
| | 341 |
| | (797 | ) | | 80,158 |
|
| Trust preferred securities | 5,923 |
| | — |
| | (3,178 | ) | | 2,745 |
| |
| Corporate notes and equity securities | 15,332 |
| | 75 |
| | (399 | ) | | 15,008 |
| |
| Trust preferred security | | 1,784 |
| | — |
| | (534 | ) | | 1,250 |
|
| Corporate notes | | 10,326 |
| | 25 |
| | (1 | ) | | 10,350 |
|
| | $ | 354,338 |
| | $ | 4,554 |
| | $ | (13,676 | ) | | $ | 345,216 |
| $ | 262,837 |
| | $ | 1,066 |
| | $ | (3,266 | ) | | $ | 260,637 |
|
| | | | | | | | | |
| Securities held to maturity: | | | | | | | | |
| State and political subdivisions | | $ | 48,386 |
| | $ | 70 |
| | $ | (667 | ) | | $ | 47,789 |
|
| | | | 2012 | 2015 |
| | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
| Securities available for sale: | | | | | | | | |
| U.S. government agencies and corporations | $ | 12,614 |
| | $ | 420 |
| | $ | — |
| | $ | 13,034 |
| $ | 2,551 |
| | $ | 141 |
| | $ | — |
| | $ | 2,692 |
|
| State and political subdivisions | 54,075 |
| | 2,754 |
| | (68 | ) | | 56,761 |
| 71,431 |
| | 1,669 |
| | (21 | ) | | 73,079 |
|
Collateralized mortgage obligations (1) | 170,557 |
| | 3,140 |
| | (103 | ) | | 173,594 |
| 133,414 |
| | 491 |
| | (1,290 | ) | | 132,615 |
|
Mortgage-backed securities (1) | 36,965 |
| | 1,459 |
| | — |
| | 38,424 |
| 101,299 |
| | 485 |
| | (696 | ) | | 101,088 |
|
| Trust preferred securities | 5,913 |
| | — |
| | (3,818 | ) | | 2,095 |
| |
| Trust preferred security | | 1,773 |
| | — |
| | (668 | ) | | 1,105 |
|
| Corporate notes and equity securities | 8,341 |
| | 69 |
| | (4 | ) | | 8,406 |
| 10,130 |
| | 61 |
| | (56 | ) | | 10,135 |
|
| | $ | 288,465 |
| | $ | 7,842 |
| | $ | (3,993 | ) | | $ | 292,314 |
| $ | 320,598 |
| | $ | 2,847 |
| | $ | (2,731 | ) | | $ | 320,714 |
|
| | | | | | | | | |
| Securities held to maturity: | | | | | | | | |
| State and political subdivisions | | $ | 51,259 |
| | $ | 883 |
| | $ | (224 | ) | | $ | 51,918 |
|
(1) All collateralized mortgage obligations and mortgage-backed securities consist of residential mortgage pass-through securities guaranteed by GNMA or issued by FNMA and real estate mortgage investment conduits guaranteed by FHLMC or GNMA.
Investment securities with an amortized cost of approximately $6,803141,995 and $72,36778,553 as of December 31, 20132016 and 20122015, respectively, were pledged as collateral forto secure access to the Federal Reserve discount window, for public fund deposits, and for other purposes as required or permitted by law or regulation. The increase in the amount of pledged investment securities as of December 31, 2016 compared to December 31, 2015 was primarily due to an increase in public fund deposits.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The amortized cost and fair value of investment securities available for sale as of December 31, 20132016, by contractual maturity, are shown below. Certain securities have call features whichthat allow the issuer to call the securities prior to maturity. Expected maturities may differ from contractual maturities infor collateralized mortgage obligations and mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, collateralized mortgage obligations and mortgage-backed securities are not included in the maturity categories in the following maturity summary.
| | | | 2013 | 2016 |
| | Amortized Cost | | Fair Value | Amortized Cost | | Fair Value |
| Due in one year or less | $ | 360 |
| | $ | 364 |
| $ | 6,027 |
| | $ | 6,101 |
|
| Due after one year through five years | 33,716 |
| | 34,311 |
| 11,725 |
| | 11,809 |
|
| Due after five years through ten years | 19,029 |
| | 19,091 |
| 38,274 |
| | 37,996 |
|
| Due after ten years | 70,092 |
| | 63,470 |
| 23,159 |
| | 22,623 |
|
| | 123,197 |
| | 117,236 |
| 79,185 |
| | 78,529 |
|
| Collateralized mortgage obligations and mortgage-backed securities | 229,657 |
| | 226,804 |
| 183,652 |
| | 182,108 |
|
| Equity securities | 1,484 |
| | 1,176 |
| |
| | $ | 354,338 |
| | $ | 345,216 |
| $ | 262,837 |
| | $ | 260,637 |
|
The amortized cost and fair value of investment securities held to maturity as of December 31, 2016, by contractual maturity, are shown below. Certain securities have call features that allow the issuer to call the securities prior to maturity.
|
| | | | | | | |
| | 2016 |
| | Amortized Cost | | Fair Value |
| Due after one year through five years | $ | 486 |
| | $ | 474 |
|
| Due after five years through ten years | 19,370 |
| | 19,110 |
|
| Due after ten years | 28,530 |
| | 28,205 |
|
| | $ | 48,386 |
| | $ | 47,789 |
|
The details of the sales of investment securities for the years ended December 31, 2016, 2015 and 2014 are summarized in the following table.
|
| | | | | | | | | | | |
| | 2016 | | 2015 | | 2014 |
| Proceeds from sales | $ | 3,054 |
| | $ | 16,946 |
| | $ | 36,582 |
|
| Gross gains on sales | 66 |
| | 54 |
| | 1,050 |
|
| Gross losses on sales | — |
| | 7 |
| | 827 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The details of the sales of investment securities for the years ended December 31, 2013, 2012 and 2011 are summarized in the following table.
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| Proceeds from sales | $ | — |
| | $ | 16,121 |
| | $ | — |
|
| Gross gains on sales | — |
| | 288 |
| | — |
|
| Gross losses on sales | — |
| | 42 |
| | — |
|
The following tables show the fair value and gross unrealized losses, aggregated by investment type and length of time that individual securities have been in a continuous loss position, as of December 31, 20132016 and 20122015.
| | | | 2013 | | 2016 |
| | Less than 12 months | | 12 months or longer | | Total | | Less than 12 months | | 12 months or longer | | Total |
| | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Securities available for sale: | | | | | | | | | | | | | |
| U.S. government agencies and corporations | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| State and political subdivisions | $ | 49,324 |
| | $ | (4,342 | ) | | $ | 1,439 |
| | $ | (169 | ) | | $ | 50,763 |
| | $ | (4,511 | ) | | 34,903 |
| | (591 | ) | | — |
| | — |
| | 34,903 |
| | (591 | ) |
| Collateralized mortgage obligations | 96,744 |
| | (3,911 | ) | | — |
| | — |
| | 96,744 |
| | (3,911 | ) | | 75,771 |
| | (1,255 | ) | | 2,538 |
| | (88 | ) | | 78,309 |
| | (1,343 | ) |
| Mortgage-backed securities | 44,224 |
| | (1,677 | ) | | — |
| | — |
| | 44,224 |
| | (1,677 | ) | | 60,221 |
| | (797 | ) | | — |
| | — |
| | 60,221 |
| | (797 | ) |
| Trust preferred securities | — |
| | — |
| | 2,745 |
| | (3,178 | ) | | 2,745 |
| | (3,178 | ) | |
| Corporate notes and equity securities | 8,196 |
| | (390 | ) | | 508 |
| | (9 | ) | | 8,704 |
| | (399 | ) | |
| Trust preferred security | | | — |
| | — |
| | 1,250 |
| | (534 | ) | | 1,250 |
| | (534 | ) |
| Corporate notes | | | 1,499 |
| | (1 | ) | | — |
| | — |
| | 1,499 |
| | (1 | ) |
| | $ | 198,488 |
| | $ | (10,320 | ) | | $ | 4,692 |
| | $ | (3,356 | ) | | $ | 203,180 |
| | $ | (13,676 | ) | | $ | 172,394 |
| | $ | (2,644 | ) | | $ | 3,788 |
| | $ | (622 | ) | | $ | 176,182 |
| | $ | (3,266 | ) |
| | | | | | | | | | | | | | |
| Securities held to maturity: | | | | | | | | | | | | | |
| State and political subdivisions | | | $ | 32,976 |
| | $ | (458 | ) | | $ | 3,968 |
| | $ | (209 | ) | | $ | 36,944 |
| | $ | (667 | ) |
| | | | 2012 | | 2015 |
| | Less than 12 months | | 12 months or longer | | Total | | Less than 12 months | | 12 months or longer | | Total |
| | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Securities available for sale: | | | | | | | | | | | | | |
| U.S. government agencies and corporations | | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| State and political subdivisions | $ | 5,617 |
| | $ | (62 | ) | | $ | 305 |
| | $ | (6 | ) | | $ | 5,922 |
| | $ | (68 | ) | | 321 |
| | (1 | ) | | 2,053 |
| | (20 | ) | | 2,374 |
| | (21 | ) |
| Collateralized mortgage obligations | 19,477 |
| | (103 | ) | | — |
| | — |
| | 19,477 |
| | (103 | ) | | 53,043 |
| | (449 | ) | | 38,286 |
| | (841 | ) | | 91,329 |
| | (1,290 | ) |
| Trust preferred securities | — |
| | — |
| | 2,095 |
| | (3,818 | ) | | 2,095 |
| | (3,818 | ) | |
| Mortgage-backed securities | | | 67,662 |
| | (600 | ) | | 7,200 |
| | (96 | ) | | 74,862 |
| | (696 | ) |
| Trust preferred security | | | — |
| | — |
| | 1,105 |
| | (668 | ) | | 1,105 |
| | (668 | ) |
| Corporate notes and equity securities | 1,032 |
| | (4 | ) | | — |
| | — |
| | 1,032 |
| | (4 | ) | | 4,500 |
| | (56 | ) | | — |
| | — |
| | 4,500 |
| | (56 | ) |
| | $ | 26,126 |
| | $ | (169 | ) | | $ | 2,400 |
| | $ | (3,824 | ) | | $ | 28,526 |
| | $ | (3,993 | ) | | $ | 125,526 |
| | $ | (1,106 | ) | | $ | 48,644 |
| | $ | (1,625 | ) | | $ | 174,170 |
| | $ | (2,731 | ) |
| | | | | | | | | | | | | | |
| Securities held to maturity: | | | | | | | | | | | | | |
| State and political subdivisions | | | $ | 2,832 |
| | $ | (42 | ) | | $ | 7,341 |
| | $ | (182 | ) | | $ | 10,173 |
| | $ | (224 | ) |
See Note 1 for a discussion of financial reporting for investment securities with unrealized losses. As of December 31, 20132016, the available for sale and held to maturity investment portfolio included two state and political subdivision securitiestwo TPSs and one corporate note with unrealized losses that have existed for longer than one year.year included 11 state and political subdivision securities, one collateralized mortgage obligation and one trust preferred security.
The majority of the Company's municipal obligations are with Iowa communities, and all are considered to have acceptable credit risks. During 2013, the Company purchased securities totaling approximately $34,800 originated by municipalities in states other than Iowa due to their higher yields compared to the securities issued by Iowa municipalities with similar credit risk. The Company believes the unrealized losses on investments in municipal obligations, collateralized mortgage obligations, mortgage-backedinvestment securities available for sale and corporate notesheld to maturity as of December 31, 2016, were due to market conditions, notrather than reduced estimated cash flows. There was a significant increase in market interest rates in June 2013 and rates continued to rise during the second half of 2013, particularly in the long-term part of the interest rate curve. This caused a measurable decline in the fair market value of the bond portfolio. The Company does not intend to sell these securities, does not anticipate that these securities will be required to be sold before anticipated recovery, and expects full principal and interest to be collected. Therefore, the Company does not consider these investments to have OTTI atas of December 31, 20132016.
The Company believes the unrealized loss of $857 as of December 31, 2013, on an investment in one single-issuer TPS issued by Heartland Financial, USA, Inc. was due to market conditions, not reduced estimated cash flows. The Company does not intend to sell this security, does not anticipate that this security will be required to be sold before anticipated recovery, and expects full principal and interest will be collected. Therefore, the Company did not consider this investment to have OTTI at December 31, 2013.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
As of December 31, 2013, the Company had one pooled TPS, ALESCO Preferred Funding X, Ltd.; that it has considered to have OTTI since 2009. The Company engaged an independent consulting firm to assist in the valuation of this security. In accordance with ASC 325, a discounted cash flow model was used to determine the estimated fair value of this security. Based on that valuation, management determined the security had an estimated fair value of $1,850 at December 31, 2013. Based on the valuation work performed, no credit losses were recognized for the year ended December 31, 2013, and credit losses of $203 and $99 were recognized for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2013, the unrealized loss of $2,321 is reflected in AOCI, net of taxes of $882. The Company will continue to periodically estimate the present value of cash flows expected to be collected over the life of the security. The pooled TPS was included on a list of permitted securities under the Volcker Rule issued by the regulatory authorities in January 2014.
The following table provides a roll forward of the amount of credit-related losses recognized in earnings for the pooled TPS for which a portion of OTTI has been recognized in other comprehensive income for the years ended December 31, 2013, 2012 and 2011.
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| Balance at beginning of period | $ | 729 |
| | $ | 526 |
| | $ | 427 |
|
| Current period credit loss recognized in earnings | — |
| | 203 |
| | 99 |
|
| Reductions for securities sold during the period | — |
| | — |
| | — |
|
| Reductions for securities where there is an intent to sell or requirement | | | | | |
| to sell | — |
| | — |
| | — |
|
| Reductions for increases in cash flows expected to be collected | — |
| | — |
| | — |
|
| Balance at end of period | $ | 729 |
| | $ | 729 |
| | $ | 526 |
|
Note 3.4. Loans and Allowance for Loan Losses
Loans consisted of the following segments as of December 31, 20132016 and 20122015.
| | | | 2013 | | 2012 | 2016 | | 2015 |
| Commercial | $ | 258,010 |
| | $ | 282,124 |
| $ | 334,014 |
| | $ | 349,051 |
|
| Real estate: | | | |
| | | |
|
| Construction, land and land development | 117,394 |
| | 121,911 |
| 205,610 |
| | 174,602 |
|
| 1-4 family residential first mortgages | 50,349 |
| | 49,280 |
| 47,184 |
| | 51,370 |
|
| Home equity | 25,205 |
| | 25,536 |
| 18,057 |
| | 21,749 |
|
| Commercial | 532,139 |
| | 441,857 |
| 788,000 |
| | 644,176 |
|
| Consumer and other loans | 9,236 |
| | 7,099 |
| 8,355 |
| | 6,801 |
|
| | 992,333 |
| | 927,807 |
| 1,401,220 |
| | 1,247,749 |
|
| Net unamortized fees and costs | (613 | ) | | (406 | ) | (1,350 | ) | | (1,061 | ) |
| | $ | 991,720 |
| | $ | 927,401 |
| $ | 1,399,870 |
| | $ | 1,246,688 |
|
The loan portfolio included $657,667$911,067 and $625,201$744,450 of fixed rate loans and $334,666$490,153 and $302,606$503,299 of variable rate loans as of December 31, 20132016 and 2012,2015, respectively.
Real estate loans of approximately $480,000680,000 and $397,000$590,000 were pledged as security for FHLB advances as of December 31, 20132016 and 20122015, respectively.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The Company has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, executive officers, their immediate families, and affiliated companies in which they are principal stockholders and five percent stockholdersor executive officers (commonly referred to as related parties), all of which have been originated, in the opinion of management, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. Loan transactions with related parties were as follows for the years ended December 31, 20132016 and 20122015.
| | | | 2013 | | 2012 | 2016 | | 2015 |
| Balance, beginning of year | $ | 25,216 |
| | $ | 18,834 |
| $ | 138,706 |
| | $ | 129,780 |
|
| New loans | 5,629 |
| | 18,881 |
| 60,712 |
| | 37,049 |
|
| Repayments | (18,273 | ) | | (12,409 | ) | (7,721 | ) | | (28,123 | ) |
| Change in classification | — |
| | (90 | ) | |
| Balance, end of year | $ | 12,572 |
| | $ | 25,216 |
| $ | 191,697 |
| | $ | 138,706 |
|
The following table sets forth the recorded investment in nonperforming loans, disaggregated by segment, held by the Company as of December 31, 2013 and 2012. The recorded investment represents principal balances net of any partial charge-offs. Related accrued interest and net unamortized fees and costs are immaterial and are excluded from the table.
|
| | | | | | | |
| | 2013 | | 2012 |
| Nonaccrual loans: | | | |
| Commercial | $ | 882 |
| | $ | 655 |
|
| Real estate: | | | |
| Construction, land and land development | — |
| | 3,356 |
|
| 1-4 family residential first mortgages | 846 |
| | 406 |
|
| Home equity | — |
| | — |
|
| Commercial | 670 |
| | 1,983 |
|
| Consumer and other loans | — |
| | — |
|
| Total nonaccrual loans | 2,398 |
| | 6,400 |
|
| Loans past due 90 days and still accruing interest: | | | |
| Commercial | — |
| | — |
|
| Real estate: | | | |
| Construction, land and land development | — |
| | — |
|
| 1-4 family residential first mortgages | — |
| | — |
|
| Home equity | — |
| | — |
|
| Commercial | — |
| | — |
|
| Consumer and other loans | — |
| | — |
|
| Total loans past due 90 days and still accruing interest | — |
| | — |
|
Troubled debt restructured loans (1): | | | |
| Commercial | — |
| | 20 |
|
| Real estate: | | | |
| Construction, land and land development | 424 |
| | 470 |
|
| 1-4 family residential first mortgages | — |
| | 273 |
|
| Home equity | — |
| | — |
|
| Commercial | 93 |
| | 93 |
|
| Consumer and other loans | — |
| | — |
|
| Total troubled debt restructured loans | 517 |
| | 856 |
|
| Total nonperforming loans | $ | 2,915 |
| | $ | 7,256 |
|
| |
(1) | While TDR loans are commonly reported by the industry as nonperforming, those not classified in the nonaccrual category are accruing interest due to payment performance. TDR loans on nonaccrual status, if any, are included in the nonaccrual category. As of December 31, 2013 and 2012, there was one TDR loan with a balance of $670 and $810, respectively, that was included in the nonaccrual category.
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following table presents the TDR loans by segment as of December 31, 2016 and 2015.
|
| | | | | | | |
| | 2016 | | 2015 |
Troubled debt restructured loans (1): | | | |
| Commercial | $ | 91 |
| | $ | 102 |
|
| Real estate: | | | |
| Construction, land and land development | — |
| | 60 |
|
| 1-4 family residential first mortgages | — |
| | 86 |
|
| Home equity | — |
| | — |
|
| Commercial | 335 |
| | 445 |
|
| Consumer and other loans | — |
| | — |
|
| Total troubled debt restructured loans | $ | 426 |
| | $ | 693 |
|
| |
| (1) | There were two TDR loans as of December 31, 2016 and three TDR loans as of December 31, 2015, with balances of $426 and $613, respectively, included in the nonaccrual category. |
There were no loan modifications considered to be TDR that occurred during the year ended December 31, 2016, three loan modifications considered to be TDR that occurred during the year ended December 31, 2015, and no loan modifications considered to be TDR that occurred during the year ended December 31, 2014. The pre- and post-modification recorded investment in TDR loans that have occurred during the years ended December 31, 20132016, 20122015 and 2011,2014, totaled $31, $302$0, $149 and $1,310,$0, respectively. The financial impact forof charge-offs or specific reserves or from charge-offs for these modified loans was immaterial.
The recorded investment in TDR loans that have been modified within the twelve months ended December 31, 2013, 20122016, 2015 and 2011,2014, which have subsequently had a payment default, totaled $31, $894$0, $110 and $291,$0, respectively. A TDR loan is considered to have a payment default when it is past due 30 days or more.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables summarizetable summarizes the recorded investment in impaired loans by segment, broken down by loans with no related allowance and loans with a related allowance and the amount of that allowance as of December 31, 20132016 and 20122015, and the average recorded investment and interest income recognized on these loans for the years ended December 31, 2013, 2012 and 2011..
| | | | | December 31, 2013 | | December 31, 2012 | | December 31, 2016 | | December 31, 2015 |
| | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance |
| With no related allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | | $ | 200 |
| | $ | 345 |
| | N/A |
| | $ | 282 |
| | $ | 292 |
| | N/A |
| | $ | 35 |
| | $ | 35 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction, land and land development | | 423 |
| | 1,025 |
| | N/A |
| | 3,825 |
| | 5,292 |
| | N/A |
| | — |
| | — |
| | — |
| | 60 |
| | 663 |
| | — |
|
| 1-4 family residential first mortgages | | 527 |
| | 536 |
| | N/A |
| | 679 |
| | 679 |
| | N/A |
| | 108 |
| | 108 |
| | — |
| | 352 |
| | 360 |
| | — |
|
| Home equity | | — |
| | — |
| | N/A |
| | — |
| | — |
| | N/A |
| | 41 |
| | 41 |
| | — |
| | — |
| | — |
| | — |
|
| Commercial | | 763 |
| | 763 |
| | N/A |
| | 2,077 |
| | 3,046 |
| | N/A |
| | 335 |
| | 335 |
| | — |
| | 482 |
| | 482 |
| | — |
|
| Consumer and other | | — |
| | — |
| | N/A |
| | — |
| | — |
| | N/A |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | | 1,913 |
| | 2,669 |
| | N/A |
| | 6,863 |
| | 9,309 |
| | N/A |
| | 519 |
| | 519 |
| | — |
| | 894 |
| | 1,505 |
| | — |
|
| With an allowance recorded: | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | | 807 |
| | 807 |
| | $ | 560 |
| | 3,615 |
| | 3,615 |
| | $ | 1,297 |
| | 91 |
| | 91 |
| | 91 |
| | 142 |
| | 142 |
| | 142 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction, land and land development | | 2,037 |
| | 2,037 |
| | 1,300 |
| | 4,441 |
| | 4,441 |
| | 3,000 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| 1-4 family residential first mortgages | | 319 |
| | 319 |
| | 33 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Home equity | | — |
| | — |
| | — |
| | 458 |
| | 458 |
| | 86 |
| | 276 |
| | 276 |
| | 276 |
| | 270 |
| | 270 |
| | 270 |
|
| Commercial | | — |
| | — |
| | — |
| | 1,574 |
| | 1,574 |
| | 523 |
| | 136 |
| | 136 |
| | 136 |
| | 155 |
| | 155 |
| | 155 |
|
| Consumer and other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | | 3,163 |
| | 3,163 |
| | 1,893 |
| | 10,088 |
| | 10,088 |
| | 4,906 |
| | 503 |
| | 503 |
| | 503 |
| | 567 |
| | 567 |
| | 567 |
|
| Total: | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial | | 1,007 |
| | 1,152 |
| | 560 |
| | 3,897 |
| | 3,907 |
| | 1,297 |
| | 126 |
| | 126 |
| | 91 |
| | 142 |
| | 142 |
| | 142 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction, land and land development | | 2,460 |
| | 3,062 |
| | 1,300 |
| | 8,266 |
| | 9,733 |
| | 3,000 |
| | — |
| | — |
| | — |
| | 60 |
| | 663 |
| | — |
|
| 1-4 family residential first mortgages | | 846 |
| | 855 |
| | 33 |
| | 679 |
| | 679 |
| | — |
| | 108 |
| | 108 |
| | — |
| | 352 |
| | 360 |
| | — |
|
| Home equity | | — |
| | — |
| | — |
| | 458 |
| | 458 |
| | 86 |
| | 317 |
| | 317 |
| | 276 |
| | 270 |
| | 270 |
| | 270 |
|
| Commercial | | 763 |
| | 763 |
| | — |
| | 3,651 |
| | 4,620 |
| | 523 |
| | 471 |
| | 471 |
| | 136 |
| | 637 |
| | 637 |
| | 155 |
|
| Consumer and other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Total impaired loans | | $ | 5,076 |
| | $ | 5,832 |
| | $ | 1,893 |
| | $ | 16,951 |
| | $ | 19,397 |
| | $ | 4,906 |
| | $ | 1,022 |
| | $ | 1,022 |
| | $ | 503 |
| | $ | 1,461 |
| | $ | 2,072 |
| | $ | 567 |
|
N/A - Not applicableThe balance of impaired loans at December 31, 2016 was composed of loans to 10 different borrowers, and the balance of impaired loans at December 31, 2015 was composed of loans to 13 different borrowers. As of December 31, 2016, $946 of total impaired loans to 7 of the borrowers were also considered impaired as of December 31, 2015. The Company has no commitments to advance additional funds on any of the impaired loans.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2013 | | December 31, 2012 | | December 31, 2011 |
| | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized |
| With no related allowance recorded: | | | | | | | | | | | | |
| Commercial | | $ | 206 |
| | $ | 9 |
| | $ | 463 |
| | $ | 80 |
| | $ | 1,752 |
| | $ | — |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | 1,475 |
| | 17 |
| | 2,712 |
| | 9 |
| | 126 |
| | 6 |
|
| 1-4 family residential first mortgages | | 574 |
| | 1 |
| | 1,024 |
| | 5 |
| | 1,021 |
| | 2 |
|
| Home equity | | 2 |
| | — |
| | 24 |
| | — |
| | 62 |
| | 3 |
|
| Commercial | | 1,759 |
| | 7 |
| | 3,373 |
| | 55 |
| | 4,120 |
| | 65 |
|
| Consumer and other | | 5 |
| | — |
| | — |
| | — |
| | 11 |
| | 1 |
|
| | | 4,021 |
| | 34 |
| | 7,596 |
| | 149 |
| | 7,092 |
| | 77 |
|
| With an allowance recorded: | | | | | | | | | | | | |
| Commercial | | 3,468 |
| | 85 |
| | 1,075 |
| | 38 |
| | 5,419 |
| | 264 |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | 3,299 |
| | 165 |
| | 12,440 |
| | 583 |
| | 13,568 |
| | 671 |
|
| 1-4 family residential first mortgages | | 183 |
| | 8 |
| | 314 |
| | 15 |
| | 190 |
| | 21 |
|
| Home equity | | 239 |
| | 11 |
| | 239 |
| | 15 |
| | 12 |
| | 2 |
|
| Commercial | | 798 |
| | 44 |
| | 1,290 |
| | 88 |
| | 98 |
| | 8 |
|
| Consumer and other | | — |
| | — |
| | 11 |
| | 1 |
| | 43 |
| | 3 |
|
| | | 7,987 |
| | 313 |
| | 15,369 |
| | 740 |
| | 19,330 |
| | 969 |
|
| Total: | | | | | | | | | | | | |
| Commercial | | 3,674 |
| | 94 |
| | 1,538 |
| | 118 |
| | 7,171 |
| | 264 |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | 4,774 |
| | 182 |
| | 15,152 |
| | 592 |
| | 13,694 |
| | 677 |
|
| 1-4 family residential first mortgages | | 757 |
| | 9 |
| | 1,338 |
| | 20 |
| | 1,211 |
| | 23 |
|
| Home equity | | 241 |
| | 11 |
| | 263 |
| | 15 |
| | 74 |
| | 5 |
|
| Commercial | | 2,557 |
| | 51 |
| | 4,663 |
| | 143 |
| | 4,218 |
| | 73 |
|
| Consumer and other | | 5 |
| | — |
| | 11 |
| | 1 |
| | 54 |
| | 4 |
|
| Total impaired loans | | $ | 12,008 |
| | $ | 347 |
| | $ | 22,965 |
| | $ | 889 |
| | $ | 26,422 |
| | $ | 1,046 |
|
The following table reconcilessummarizes the balance of nonaccrual loans withaverage recorded investment and interest income recognized on impaired loans as ofby segment for the years ended December 31, 20132016, 2015 and 2014.2012.
|
| | | | | | | |
| | 2013 | | 2012 |
| Nonaccrual loans | $ | 2,398 |
| | $ | 6,400 |
|
| Troubled debt restructured loans | 517 |
| | 856 |
|
| Other impaired loans still accruing interest | 2,161 |
| | 9,695 |
|
| Total impaired loans | $ | 5,076 |
| | $ | 16,951 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2016 | | December 31, 2015 | | December 31, 2014 |
| | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized |
| With no related allowance recorded: | | | | | | | | | | | | |
| Commercial | | $ | 3 |
| | $ | — |
| | $ | 116 |
| | $ | — |
| | $ | 271 |
| | $ | — |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | 8 |
| | — |
| | 259 |
| | 10 |
| | 397 |
| | 15 |
|
| 1-4 family residential first mortgages | | 212 |
| | 1 |
| | 311 |
| | 1 |
| | 355 |
| | 7 |
|
| Home equity | | 3 |
| | — |
| | — |
| | — |
| | 7 |
| | — |
|
| Commercial | | 393 |
| | — |
| | 952 |
| | — |
| | 674 |
| | 6 |
|
| Consumer and other | | — |
| | — |
| | 2 |
| | — |
| | — |
| | — |
|
| | | 619 |
| | 1 |
| | 1,640 |
| | 11 |
| | 1,704 |
| | 28 |
|
| With an allowance recorded: | | | | | | | | | | | | |
| Commercial | | 127 |
| | — |
| | 204 |
| | 2 |
| | 544 |
| | 11 |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | — |
| | — |
| | 190 |
| | 6 |
| | 1,423 |
| | 66 |
|
| 1-4 family residential first mortgages | | — |
| | — |
| | — |
| | — |
| | 144 |
| | — |
|
| Home equity | | 263 |
| | — |
| | 237 |
| | — |
| | 125 |
| | — |
|
| Commercial | | 145 |
| | — |
| | 164 |
| | — |
| | 54 |
| | — |
|
| Consumer and other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | | 535 |
| | — |
| | 795 |
| | 8 |
| | 2,290 |
| | 77 |
|
| Total: | | | | | | | | | | | | |
| Commercial | | 130 |
| | — |
| | 320 |
| | 2 |
| | 815 |
| | 11 |
|
| Real estate: | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | |
| land development | | 8 |
| | — |
| | 449 |
| | 16 |
| | 1,820 |
| | 81 |
|
| 1-4 family residential first mortgages | | 212 |
| | 1 |
| | 311 |
| | 1 |
| | 499 |
| | 7 |
|
| Home equity | | 266 |
| | — |
| | 237 |
| | — |
| | 132 |
| | — |
|
| Commercial | | 538 |
| | — |
| | 1,116 |
| | — |
| | 728 |
| | 6 |
|
| Consumer and other | | — |
| | — |
| | 2 |
| | — |
| | — |
| | — |
|
| Total impaired loans | | $ | 1,154 |
| | $ | 1 |
| | $ | 2,435 |
| | $ | 19 |
| | $ | 3,994 |
| | $ | 105 |
|
The balance of impaired loans at December 31, 2013 was comprised of loans to 17 different borrowers, and the balance of impaired loans at December 31, 2012 was comprised of loans to 22 different borrowers. As of December 31, 2013, 9 of the borrowers, comprising $3,843 of total impaired loans, were also considered impaired as of December 31, 2012. The Company has no commitments to advance additional funds on any of the impaired loans.
Interest income forgone on impaired loans was $333, $513$72, $128 and $450,$136, respectively, during the years ended December 31, 2013, 20122016, 2015 and 2011. 2014.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables provide an analysis of the payment status of the recorded investment in loans as of December 31, 20132016 and 20122015.
| | | | | December 31, 2013 | | December 31, 2016 |
| | | 30-59 Days Past Due | | 60-89 Days Past Due | | Greater Than 90 Days Past Due | | Total Past Due | | Current | | Total Loans | | Past Due 90 Days and Still Accruing | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Current | | Nonaccrual Loans | | Total Loans |
| Commercial | | $ | 407 |
| | $ | — |
| | $ | 200 |
| | $ | 607 |
| | $ | 257,403 |
| | $ | 258,010 |
| | $ | — |
| | $ | 109 |
| | $ | — |
| | $ | — |
| | $ | 109 |
| | $ | 333,779 |
| | $ | 126 |
| | $ | 334,014 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Construction, land and | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| land development | | — |
| | — |
| | — |
| | — |
| | 117,394 |
| | 117,394 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 205,610 |
| | — |
| | 205,610 |
|
| 1-4 family residential | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| first mortgages | | 103 |
| | 240 |
| | 539 |
| | 882 |
| | 49,467 |
| | 50,349 |
| | — |
| | 64 |
| | — |
| | — |
| | 64 |
| | 47,012 |
| | 108 |
| | 47,184 |
|
| Home equity | | — |
| | — |
| | — |
| | — |
| | 25,205 |
| | 25,205 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 17,740 |
| | 317 |
| | 18,057 |
|
| Commercial | | 110 |
| | 268 |
| | — |
| | 378 |
| | 531,761 |
| | 532,139 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 787,529 |
| | 471 |
| | 788,000 |
|
| Consumer and other | | — |
| | — |
| | — |
| | — |
| | 9,236 |
| | 9,236 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 8,355 |
| | — |
| | 8,355 |
|
| Total | | $ | 620 |
| | $ | 508 |
| | $ | 739 |
| | $ | 1,867 |
| | $ | 990,466 |
| | $ | 992,333 |
| | $ | — |
| | $ | 173 |
| | $ | — |
| | $ | — |
| | $ | 173 |
| | $ | 1,400,025 |
| | $ | 1,022 |
| | $ | 1,401,220 |
|
| Nonaccrual loans included | | | | | | | | | | | | | | | |
| above | | $ | 407 |
| | $ | 240 |
| | $ | 739 |
| | $ | 1,386 |
| | $ | 1,012 |
| | $ | 2,398 |
| | | |
| | | | | December 31, 2012 | | December 31, 2015 |
| | | 30-59 Days Past Due | | 60-89 Days Past Due | | Greater Than 90 Days Past Due | | Total Past Due | | Current | | Total Loans | | Past Due 90 Days and Still Accruing | | 30-59 Days Past Due | | 60-89 Days Past Due | | 90 Days or More Past Due | | Total Past Due | | Current | | Nonaccrual Loans | | Total Loans |
| Commercial | | $ | 146 |
| | $ | — |
| | $ | 331 |
| | $ | 477 |
| | $ | 281,647 |
| | $ | 282,124 |
| | $ | — |
| | $ | 1 |
| | $ | 38 |
| | $ | — |
| | $ | 39 |
| | $ | 348,870 |
| | $ | 142 |
| | $ | 349,051 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction, land and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| land development | | — |
| | — |
| | 3,356 |
| | 3,356 |
| | 118,555 |
| | 121,911 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 174,602 |
| | — |
| | 174,602 |
|
| 1-4 family residential | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| first mortgages | | 89 |
| | 143 |
| | 152 |
| | 384 |
| | 48,896 |
| | 49,280 |
| | — |
| | 317 |
| | — |
| | — |
| | 317 |
| | 50,721 |
| | 332 |
| | 51,370 |
|
| Home equity | | 279 |
| | 27 |
| | — |
| | 306 |
| | 25,230 |
| | 25,536 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 21,479 |
| | 270 |
| | 21,749 |
|
| Commercial | | 38 |
| | 236 |
| | 1,744 |
| | 2,018 |
| | 439,839 |
| | 441,857 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 643,539 |
| | 637 |
| | 644,176 |
|
| Consumer and other | | 195 |
| | — |
| | — |
| | 195 |
| | 6,904 |
| | 7,099 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 6,801 |
| | — |
| | 6,801 |
|
| Total | | $ | 747 |
| | $ | 406 |
| | $ | 5,583 |
| | $ | 6,736 |
| | $ | 921,071 |
| | $ | 927,807 |
| | $ | — |
| | $ | 318 |
| | $ | 38 |
| | $ | — |
| | $ | 356 |
| | $ | 1,246,012 |
| | $ | 1,381 |
| | $ | 1,247,749 |
|
| Nonaccrual loans included | | | | | | | | | | | | | | | |
| above | | $ | 74 |
| | $ | 236 |
| | $ | 5,583 |
| | $ | 5,893 |
| | $ | 507 |
| | $ | 6,400 |
| | | |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables show the recorded investment in loans by credit quality indicator and loan segment as of December 31, 20132016 and 20122015.
| | | | | December 31, 2013 | | December 31, 2016 |
| | | Pass | | Watch | | Substandard | | Doubtful | | Total | | Pass | | Watch | | Substandard | | Doubtful | | Total |
| Commercial | | $ | 244,766 |
| | $ | 10,933 |
| | $ | 2,311 |
| | $ | — |
| | $ | 258,010 |
| | $ | 329,366 |
| | $ | 3,303 |
| | $ | 1,345 |
| | $ | — |
| | $ | 334,014 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | |
| Construction, land and land development | | 100,236 |
| | 12,661 |
| | 4,497 |
| | — |
| | 117,394 |
| | 204,572 |
| | — |
| | 1,038 |
| | — |
| | 205,610 |
|
| 1-4 family residential first mortgages | | 48,766 |
| | 408 |
| | 1,175 |
| | — |
| | 50,349 |
| | 46,278 |
| | 798 |
| | 108 |
| | — |
| | 47,184 |
|
| Home equity | | 23,608 |
| | 1,495 |
| | 102 |
| | — |
| | 25,205 |
| | 17,646 |
| | — |
| | 411 |
| | — |
| | 18,057 |
|
| Commercial | | 517,441 |
| | 7,309 |
| | 7,389 |
| | — |
| | 532,139 |
| | 769,010 |
| | 18,392 |
| | 598 |
| | — |
| | 788,000 |
|
| Consumer and other | | 9,230 |
| | 6 |
| | — |
| | — |
| | 9,236 |
| | 8,355 |
| | — |
| | — |
| | — |
| | 8,355 |
|
| Total | | $ | 944,047 |
| | $ | 32,812 |
| | $ | 15,474 |
| | $ | — |
| | $ | 992,333 |
| | $ | 1,375,227 |
| | $ | 22,493 |
| | $ | 3,500 |
| | $ | — |
| | $ | 1,401,220 |
|
| | | | | December 31, 2012 | | December 31, 2015 |
| | | Pass | | Watch | | Substandard | | Doubtful | | Total | | Pass | | Watch | | Substandard | | Doubtful | | Total |
| Commercial | | $ | 258,677 |
| | $ | 17,234 |
| | $ | 6,213 |
| | $ | — |
| | $ | 282,124 |
| | $ | 344,650 |
| | $ | 2,936 |
| | $ | 1,465 |
| | $ | — |
| | $ | 349,051 |
|
| Real estate: | | | | | | | | | | | | | | | | | | | | |
| Construction, land and land development | | 94,855 |
| | 15,030 |
| | 12,026 |
| | — |
| | 121,911 |
| | 173,373 |
| | — |
| | 1,229 |
| | — |
| | 174,602 |
|
| 1-4 family residential first mortgages | | 47,392 |
| | 861 |
| | 1,027 |
| | — |
| | 49,280 |
| | 50,375 |
| | 517 |
| | 478 |
| | — |
| | 51,370 |
|
| Home equity | | 24,659 |
| | 105 |
| | 772 |
| | — |
| | 25,536 |
| | 21,401 |
| | 68 |
| | 280 |
| | — |
| | 21,749 |
|
| Commercial | | 420,888 |
| | 8,101 |
| | 12,868 |
| | — |
| | 441,857 |
| | 619,608 |
| | 22,977 |
| | 1,591 |
| | — |
| | 644,176 |
|
| Consumer and other | | 7,063 |
| | 36 |
| | — |
| | — |
| | 7,099 |
| | 6,786 |
| | — |
| | 15 |
| | — |
| | 6,801 |
|
| Total | | $ | 853,534 |
| | $ | 41,367 |
| | $ | 32,906 |
| | $ | — |
| | $ | 927,807 |
| | $ | 1,216,193 |
| | $ | 26,498 |
| | $ | 5,058 |
| | $ | — |
| | $ | 1,247,749 |
|
All loans are subject to the assessment of a credit quality indicator. Risk ratings are assigned for each loan at the time of approval, and they change as circumstances dictate during the term of the loan. The Company utilizes a 9-point risk rating scale as shown below, with ratings 1 - 5 included in the Pass column, rating 6 included in the Watch column, ratings 7 - 8 included in the Substandard column, and rating 9 included in the Doubtful column. All loans classified as impaired that are included in the specific evaluation of the allowance for loan losses are included in the Substandard column along with all other loans with ratings of 7 - 8.
Risk rating 1: The loan is secured by cash equivalent collateral.
Risk rating 2: The loan is secured by properly margined marketable securities, bonds or cash surrender value of life insurance.
Risk rating 3: The borrower is in strong financial condition and has strong debt service capacity. The loan is performing as agreed, and the financial characteristics and trends of the borrower exceed industry statistics.
Risk rating 4: The borrower is in satisfactoryborrower's financial condition is satisfactory and stable. The borrower has satisfactory debt service capacity.capacity, and the loan is well secured. The loan is performing as agreed, and the financial characteristics and trends of the borrower fall in line with industry statistics.
Risk rating 5: The borrower's financial condition is less than satisfactory. The loan is still generally paying as agreed, but strained cash flow may cause some slowness in payments. The collateral values adequately preclude loss on the loan. Financial characteristics and trends lag industry statistics. There may be noncompliance with loan covenants.
Risk rating 6: The borrower's financial condition is deficient. Payment delinquencies may be more common. Collateral values still protect from loss, but margins are narrow. The loan may be reliant on secondary sources of repayment, including liquidation of collateral and guarantor support.
Risk rating 7: The loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Well-defined weaknesses exist that jeopardize the liquidation of the debt. The Company is inadequately protected by the valuation or paying capacity of the collateral pledged. If deficiencies are not corrected, there is a distinct possibility that a loss will be sustained.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Risk rating 8: All the characteristics of rating 7 exist with the added condition that the loan is past due more than 90 days or there is reason to believe the Company will not receive its principal and interest according to the terms of the loan agreement.
Risk rating 9: All the weaknesses inherent in risk ratings 7 and 8 exist with the added condition that collection or liquidation, on the basis of currently known facts, conditions and values, is highly questionable and improbable. A loan reaching this category would most likely be charged off.
Credit quality indicators for all loans and the Company's risk rating process are dynamic and updated on a continuous basis. Risk ratings are updated as circumstances that could affect the repayment of an individual loan are brought to management's attention through an established monitoring process. Individual lenders initiate changes as appropriate for ratings 1 through 5, and changes for ratings 6 through 9 are initiated via communications with management. The likelihood of loss increases as the risk rating increases and is generally preceded by a loan appearing on the Watch List, which consists of all loans with a risk rating of 6 or worse. Written action plans with firm target dates for resolution of identified problems are maintained and reviewed on a quarterly basis for all segments of criticized loans.
In addition to the Company's internal credit monitoring practices and procedures, an outsourced independent credit review function is in place to further assess assigned internal risk classifications and monitor compliance with internal lending policies and procedures.
In all portfolio segments, the primary risks are that a borrower's income stream diminishes to the point that it is not able to make scheduled principal and interest payments and any collateral securing the loan declines in value. The risk of declining collateral values is present for most types of loans.
Commercial loans consist primarily of loans to businesses for various purposes, including revolving lines to finance current operations, inventory and accounts receivable, and capital expenditure loans to finance equipment and other fixed assets. These loans generally have short maturities, have either adjustable or fixed interest rates, and are either unsecured or secured by inventory, accounts receivable and/or fixed assets. For commercial loans, the primary source of repayment is from the operation of the business.
Real estate loans include various types of loans for which the Company holds real property as collateral, and consist of loans on commercial properties and single and multifamily residences. Real estate loans are typically structured to mature or reprice every 5 years with payments based on amortization periods up to 30 years. The majority of construction loans are to contractors and developers for construction of commercial buildings or residential real estate. These loans typically have maturities up to 24 months. The Company's loan policy includes minimum appraisal and other credit guidelines.
Consumer loans include loans extended to individuals for household, family and other personal expenditures not secured by real estate. The majority of the Company's consumer lending is for vehicles, consolidation of personal debts and household improvements. The repayment source for consumer loans, including 1-4 family residential and home equity loans, is typically wages.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables detail changes in the allowance for loan losses by segment for the years ended December 31, 20132016, 20122015 and 20112014.
| | | | 2013 | 2016 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Beginning balance | $ | 4,116 |
| | $ | 4,616 |
| | $ | 637 |
| | $ | 568 |
| | $ | 5,564 |
| | $ | 28 |
| | $ | 15,529 |
| $ | 4,369 |
| | $ | 2,338 |
| | $ | 508 |
| | $ | 481 |
| | $ | 7,254 |
| | $ | 17 |
| | $ | 14,967 |
|
| Charge-offs | (742 | ) | | — |
| | (116 | ) | | (119 | ) | | (624 | ) | | (33 | ) | | (1,634 | ) | (125 | ) | | (141 | ) | | (93 | ) | | — |
| | — |
| | (47 | ) | | (406 | ) |
| Recoveries | 292 |
| | 42 |
| | 150 |
| | 236 |
| | 2 |
| | 24 |
| | 746 |
| 218 |
| | 217 |
| | 59 |
| | 36 |
| | 13 |
| | 8 |
| | 551 |
|
Provision (1) | 533 |
| | (1,626 | ) | | (58 | ) | | (282 | ) | | 543 |
| | 40 |
| | (850 | ) | (581 | ) | | 225 |
| | (157 | ) | | (39 | ) | | 1,430 |
| | 122 |
| | 1,000 |
|
| Ending balance | $ | 4,199 |
| | $ | 3,032 |
| | $ | 613 |
| | $ | 403 |
| | $ | 5,485 |
| | $ | 59 |
| | $ | 13,791 |
| $ | 3,881 |
| | $ | 2,639 |
| | $ | 317 |
| | $ | 478 |
| | $ | 8,697 |
| | $ | 100 |
| | $ | 16,112 |
|
| | | | 2012 | 2015 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Beginning balance | $ | 4,409 |
| | $ | 3,572 |
| | $ | 1,215 |
| | $ | 832 |
| | $ | 6,667 |
| | $ | 83 |
| | $ | 16,778 |
| $ | 4,415 |
| | $ | 2,151 |
| | $ | 466 |
| | $ | 534 |
| | $ | 6,013 |
| | $ | 28 |
| | $ | 13,607 |
|
| Charge-offs | (402 | ) | | (1,508 | ) | | (301 | ) | | (343 | ) | | (5 | ) | | (25 | ) | | (2,584 | ) | (408 | ) | | — |
| | (23 | ) | | (2 | ) | | — |
| | (6 | ) | | (439 | ) |
| Recoveries | 354 |
| | — |
| | 98 |
| | 22 |
| | 206 |
| | 30 |
| | 710 |
| 579 |
| | 250 |
| | 7 |
| | 87 |
| | 12 |
| | 14 |
| | 949 |
|
Provision (1) | (245 | ) | | 2,552 |
| | (375 | ) | | 57 |
| | (1,304 | ) | | (60 | ) | | 625 |
| (217 | ) | | (63 | ) | | 58 |
| | (138 | ) | | 1,229 |
| | (19 | ) | | 850 |
|
| Ending balance | $ | 4,116 |
| | $ | 4,616 |
| | $ | 637 |
| | $ | 568 |
| | $ | 5,564 |
| | $ | 28 |
| | $ | 15,529 |
| $ | 4,369 |
| | $ | 2,338 |
| | $ | 508 |
| | $ | 481 |
| | $ | 7,254 |
| | $ | 17 |
| | $ | 14,967 |
|
| | | | 2011 | 2014 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Beginning balance | $ | 7,940 |
| | $ | 3,787 |
| | $ | 647 |
| | $ | 658 |
| | $ | 5,823 |
| | $ | 232 |
| | $ | 19,087 |
| $ | 4,199 |
| | $ | 3,032 |
| | $ | 613 |
| | $ | 403 |
| | $ | 5,485 |
| | $ | 59 |
| | $ | 13,791 |
|
| Charge-offs | (2,976 | ) | | (2 | ) | | (946 | ) | | (97 | ) | | (722 | ) | | (21 | ) | | (4,764 | ) | (836 | ) | | — |
| | (131 | ) | | (138 | ) | | (112 | ) | | — |
| | (1,217 | ) |
| Recoveries | 1,809 |
| | 2 |
| | 42 |
| | 29 |
| | 1 |
| | 22 |
| | 1,905 |
| 116 |
| | 8 |
| | 45 |
| | 99 |
| | 11 |
| | 4 |
| | 283 |
|
Provision (1) | (2,364 | ) | | (215 | ) | | 1,472 |
| | 242 |
| | 1,565 |
| | (150 | ) | | 550 |
| 936 |
| | (889 | ) | | (61 | ) | | 170 |
| | 629 |
| | (35 | ) | | 750 |
|
| Ending balance | $ | 4,409 |
| | $ | 3,572 |
| | $ | 1,215 |
| | $ | 832 |
| | $ | 6,667 |
| | $ | 83 |
| | $ | 16,778 |
| $ | 4,415 |
| | $ | 2,151 |
| | $ | 466 |
| | $ | 534 |
| | $ | 6,013 |
| | $ | 28 |
| | $ | 13,607 |
|
| |
| (1) | The negative provisions for the various segments are either related to the decline in outstanding balances in each of those portfolio segments during the time periods disclosed and/or improvement in the credit quality factors related to those portfolio segments. |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables show a breakdown of the allowance for loan losses disaggregated on the basis of impairment analysis method by segment as of December 31, 20132016 and 20122015.
| | | | December 31, 2013 | December 31, 2016 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Ending balance: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 560 |
| | $ | 1,300 |
| | $ | 33 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,893 |
| $ | 91 |
| | $ | — |
| | $ | — |
| | $ | 276 |
| | $ | 136 |
| | $ | — |
| | $ | 503 |
|
| Collectively evaluated for impairment | 3,639 |
| | 1,732 |
| | 580 |
| | 403 |
| | 5,485 |
| | 59 |
| | 11,898 |
| 3,790 |
| | 2,639 |
| | 317 |
| | 202 |
| | 8,561 |
| | 100 |
| | 15,609 |
|
| Total | $ | 4,199 |
| | $ | 3,032 |
| | $ | 613 |
| | $ | 403 |
| | $ | 5,485 |
| | $ | 59 |
| | $ | 13,791 |
| $ | 3,881 |
| | $ | 2,639 |
| | $ | 317 |
| | $ | 478 |
| | $ | 8,697 |
| | $ | 100 |
| | $ | 16,112 |
|
| | | | December 31, 2012 | December 31, 2015 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Ending balance: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 1,297 |
| | $ | 3,000 |
| | $ | — |
| | $ | 86 |
| | $ | 523 |
| | $ | — |
| | $ | 4,906 |
| $ | 142 |
| | $ | — |
| | $ | — |
| | $ | 270 |
| | $ | 155 |
| | $ | — |
| | $ | 567 |
|
| Collectively evaluated for impairment | 2,819 |
| | 1,616 |
| | 637 |
| | 482 |
| | 5,041 |
| | 28 |
| | 10,623 |
| 4,227 |
| | 2,338 |
| | 508 |
| | 211 |
| | 7,099 |
| | 17 |
| | 14,400 |
|
| Total | $ | 4,116 |
| | $ | 4,616 |
| | $ | 637 |
| | $ | 568 |
| | $ | 5,564 |
| | $ | 28 |
| | $ | 15,529 |
| $ | 4,369 |
| | $ | 2,338 |
| | $ | 508 |
| | $ | 481 |
| | $ | 7,254 |
| | $ | 17 |
| | $ | 14,967 |
|
The following tables show the recorded investment in loans, exclusive of unamortized fees and costs, disaggregated on the basis of impairment analysis method by segment as of December 31, 20132016 and 20122015.
| | | | December 31, 2013 | December 31, 2016 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Ending balance: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 1,007 |
| | $ | 2,460 |
| | $ | 846 |
| | $ | — |
| | $ | 763 |
| | $ | — |
| | $ | 5,076 |
| $ | 126 |
| | $ | — |
| | $ | 108 |
| | $ | 317 |
| | $ | 471 |
| | $ | — |
| | $ | 1,022 |
|
| Collectively evaluated for impairment | 257,003 |
| | 114,934 |
| | 49,503 |
| | 25,205 |
| | 531,376 |
| | 9,236 |
| | 987,257 |
| 333,888 |
| | 205,610 |
| | 47,076 |
| | 17,740 |
| | 787,529 |
| | 8,355 |
| | 1,400,198 |
|
| Total | $ | 258,010 |
| | $ | 117,394 |
| | $ | 50,349 |
| | $ | 25,205 |
| | $ | 532,139 |
| | $ | 9,236 |
| | $ | 992,333 |
| $ | 334,014 |
| | $ | 205,610 |
| | $ | 47,184 |
| | $ | 18,057 |
| | $ | 788,000 |
| | $ | 8,355 |
| | $ | 1,401,220 |
|
| | | | December 31, 2012 | December 31, 2015 |
| | | | Real Estate | | | | | | | Real Estate | | | | |
| | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total | Commercial | | Construction and Land | | 1-4 Family Residential | | Home Equity | | Commercial | | Consumer and Other | | Total |
| Ending balance: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 3,897 |
| | $ | 8,266 |
| | $ | 679 |
| | $ | 458 |
| | $ | 3,651 |
| | $ | — |
| | $ | 16,951 |
| $ | 142 |
| | $ | 60 |
| | $ | 352 |
| | $ | 270 |
| | $ | 637 |
| | $ | — |
| | $ | 1,461 |
|
| Collectively evaluated for impairment | 278,227 |
| | 113,645 |
| | 48,601 |
| | 25,078 |
| | 438,206 |
| | 7,099 |
| | 910,856 |
| 348,909 |
| | 174,542 |
| | 51,018 |
| | 21,479 |
| | 643,539 |
| | 6,801 |
| | 1,246,288 |
|
| Total | $ | 282,124 |
| | $ | 121,911 |
| | $ | 49,280 |
| | $ | 25,536 |
| | $ | 441,857 |
| | $ | 7,099 |
| | $ | 927,807 |
| $ | 349,051 |
| | $ | 174,602 |
| | $ | 51,370 |
| | $ | 21,749 |
| | $ | 644,176 |
| | $ | 6,801 |
| | $ | 1,247,749 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 4.5. Premises and Equipment, Net
Premises and equipment consisted of the following as of December 31, 20132016 and 20122015.
| | | | 2013 | | 2012 | 2016 | | 2015 |
| Land | $ | 2,704 |
| | $ | 1,244 |
| $ | 4,323 |
| | $ | 2,823 |
|
| Buildings | 1,570 |
| | 1,391 |
| 14,344 |
| | 5,305 |
|
| Leasehold improvements | 3,004 |
| | 2,971 |
| 3,843 |
| | 3,661 |
|
| Furniture and equipment | 5,611 |
| | 4,908 |
| 7,637 |
| | 5,793 |
|
| | 12,889 |
| | 10,514 |
| 30,147 |
| | 17,582 |
|
| Accumulated depreciation | 5,402 |
| | 4,905 |
| 6,833 |
| | 6,020 |
|
| | $ | 7,487 |
| | $ | 5,609 |
| $ | 23,314 |
| | $ | 11,562 |
|
Note 5.6. Deposits
The scheduled maturities of time deposits were as follows as of December 31, 20132016.
|
| | | |
| 2014 | $ | 87,834 |
|
| 2015 | 29,508 |
|
| 2016 | 15,608 |
|
| 2017 | 5,600 |
|
| 2018 | 7,594 |
|
| | $ | 146,144 |
|
|
| | | |
| 2017 | $ | 67,142 |
|
| 2018 | 30,911 |
|
| 2019 | 11,425 |
|
| 2020 | 3,617 |
|
| 2021 | 2,919 |
|
| | $ | 116,014 |
|
Time deposits as of December 31, 20132016 and 2012,2015, included $37,66953,821 and $47,824,$43,161, respectively, of Certificate of Deposit Account Registry Service deposits, which is a program that coordinates, on a reciprocal basis, a network of banks to spread deposits exceeding the FDIC insurance coverage limits out to numerous institutions in order to provide insurance coverage for all participating deposits.
Also included in total deposits as of December 31, 20132016 and 2012,2015, were $64,009$83,089 and $25,$73,639, respectively, of Insured Cash Sweep (ICS) interest-bearing checking and $100,651$155,957 and $61,016,$87,556, respectively, of ICS money market deposits. These are also reciprocal programs providing insurance coverage for all participating deposits. The Insured Cash Sweep interest-bearing checking product was provided as a replacement for securities sold under agreements to repurchase. The change was implemented to eliminate the need to pledge securities.
Note 6.7. Subordinated Notes
On July 18, 2003, the Company issued $20,619 in junior subordinated debentures to the Company's subsidiary trust, West Bancorporation Capital Trust I. The junior subordinated debentures are senior to the Company's common stock. As a result, the Company must make payments on the junior subordinated debentures (and the related TPS)trust preferred securities) before any dividends can be paid on its common stock, and, in the event of the Company's bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distribution can be made to the holders of the common stock. The Company has the right to defer distributions on the junior subordinated debentures (and the related TPS)trust preferred securities) for up to five years, during which time no dividends may be paid to holders of the Company's common stock. The junior subordinated debentures have a 30-year term, do not require any principal amortization, and are callable at the issuer's option. The interest rate is a variable rate based on the three-month3-month LIBOR plus 3.05 percent. At December 31, 20132016, the interest rate was 3.304.05 percent. Interest is payable quarterly, unless deferred. The Company has never deferred an interest payment. The effective cost of the junior subordinated debentures at December 31, 20132016, including amortization of the discount fee,issuance costs, was 3.414.11 percent. Holders of the TPStrust preferred securities associated with the junior subordinated debentures have no voting rights, are unsecured, and rank junior in priority to all the Company's indebtedness and senior to the Company's common stock. In June 2013, theThe junior subordinated debentures are reported net of unamortized debt issuance costs of $221 and $234 as of December 31, 2016 and 2015, respectively. The Company entered intoalso has a forward-starting interest rate swap contract that effectively will convertconverts $20,000 of the variable rate of thejunior subordinated debentures to a fixed rate when the swap becomes effective on Junebeginning in September 30, 2014.2018. See Note 910 for additional information on the interest rate swaps.swap. In addition, the junior subordinated debentures qualify as Tier 1 capital of the Company for regulatory purposes.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 7.8. Federal Home Loan Bank Advances and Short-term Borrowings
The following table presents the terms of all FHLB long-term advances as of December 31, 20132016 and 2012.2015.
| | | | | December 31, 2013 | | December 31, 2012 | | December 31, 2016 | | December 31, 2015 |
| Maturity | | Interest | | Effective | | | | Interest | | Effective | | | | Interest | | Effective | | | | Interest | | Effective | | |
| Date | | Variable/Fixed | | Rate | | Rate (1) | | Balance | | Rate | | Rate (1) | | Balance | | Variable/Fixed | | Rate | | Rate (1) | | Balance | | Rate | | Rate (1) | | Balance |
| 1/29/2018 | | Fixed (2) | | 2.70% | | 2.70% | | $ | 25,000 |
| | 2.70 | % | | 2.70 | % | | $ | 25,000 |
| | Fixed (2) | | 2.70% | | 2.70% | | $ | 25,000 |
| | 2.70 | % | | 2.70 | % | | $ | 25,000 |
|
| 12/23/2019 | | Variable | | 0.54% | | 2.38% | | 25,000 |
| | 0.60 | % | | 2.44 | % | | 25,000 |
| | Variable | | 1.28% | | 3.26% | | 25,000 |
| | 0.86 | % | | 2.83 | % | | 25,000 |
|
| 6/22/2020 | | Variable | | 0.56% | | 2.40% | | 25,000 |
| | 0.62 | % | | 2.46 | % | | 25,000 |
| | Variable | | 1.30% | | 3.45% | | 25,000 |
| | 0.88 | % | | 3.02 | % | | 25,000 |
|
| 9/21/2020 | | Variable | | 0.56% | | 2.48% | | 30,000 |
| | 0.62 | % | | 2.54 | % | | 30,000 |
| | Variable | | 1.30% | | 4.44% | | 30,000 |
| | 0.88 | % | | 4.44 | % | | 30,000 |
|
| | | 105,000 |
| | | | | | 105,000 |
| | 105,000 |
| | | | | | 105,000 |
|
| Discount for modification | Discount for modification | | (9,608 | ) | | | | | | (11,110 | ) | Discount for modification | | (5,114 | ) | | | | | | (6,615 | ) |
| Total FHLB advances, net of discount | Total FHLB advances, net of discount | | $ | 95,392 |
| | | | | | $ | 93,890 |
| Total FHLB advances, net of discount | | $ | 99,886 |
| | | | | | $ | 98,385 |
|
| |
| (1) | The effective interest rate for the variable rate advances includes the effects of the discount fee amortization.amortization and interest rate swaps. |
Three of the FHLB advances totaling $80,000 were modified on December 21, 2012, to extend their terms and to convert the borrowings to a variable rate whichthat is tied to three-month3-month LIBOR. Two of the modifications were in amounts of $25,000 each and previously bore fixed interest rates of 4.01 and 4.23 percent, respectively. The third modification was in the amount of $30,000 and previously bore a fixed interest rate of 4.32 percent. In connection with these modifications, the Company paid a prepayment fee of $11,152, which is being amortized and recognized as interest expense over the remaining terms of the advances. For the years ended December 31, 20132016, 2015 and 2012,2014, the Company amortized $1,5021,501, $1,497 and $42,$1,496, respectively, of interest expense related to the discount. The Company also entered into three forward-starting interest rate swap contracts that effectively convert the variable rate advances to fixed rate advances at future dates. Interest is payable quarterly on the FHLB advances. The Company also has an interest rate swap contract that effectively converts the $30,000 variable rate advance to a fixed rate advance. See Note 910 for additional information on the interest rate swaps.swap.
Short-term borrowings consist of FHLB overnight advances. The balances outstanding as of December 31, 2016 and 2015 were $0 and $19,000, respectively.
The FHLB advances are collateralized by FHLB stock and real estate loans, as required by the FHLB's collateral policy. West Bank had additional borrowing capacity of approximately $121,098300,000 at the FHLB as of December 31, 20132016.
AtAs of December 31, 20132016, West Bank had arrangements to borrow approximately $67,000 in unsecured federal funds lines of credit at correspondent banks that are available under the correspondent banks' normal terms. The lines have no stated expiration date.dates. As of December 31, 20132016, approximately $7,000 wasthere were no amounts outstanding under these arrangements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 8.9. Long-Term Debt
On June 27, 2013, the Company borrowed $16,000 from a commercial bank in the form of a five-year amortizing secured term loan with a variable rate of 1.95 percent plus 30-day LIBOR, which totaled 2.122.58 percent as of December 31, 2013.2016. The proceeds were used to finance the repurchase and cancellation of 1,440,592 shares of common stock discussed in Note 13.stock. In the event that the Company defaults under the note, the interest rate would increase by an additional 5.00 percent. The Company also entered into a $5,000 secured line of credit that expiresoutstanding balance on June 27, 2014. The Companythe note was not drawing on this line of credit$4,600 and $7,800 as of December 31, 2013. Both the2016 and 2015, respectively. The note and the secured line of credit areis secured by a pledge of certain Company assets, including the stock of West Bank.
DuringIn June 2013, the Company purchased two commercial lots in Coralville for construction of a new eastern Iowa main office. A portion of the purchaseproperty purchased for the branch office in Coralville, Iowa, was financed with a $765 eight-and-one-half-year variable payment contract with a fixed interest rate of 1.25 percent. The outstanding balance on the contract as of December 31, 2016 and 2015 was $529 and $615, respectively.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Future required principal payments for long-term debt as of December 31, 20132016 are shown in the table below.
| | | 2014 | $ | 3,260 |
| |
| 2015 | 3,260 |
| |
| 2016 | 3,286 |
| |
| 2017 | 3,312 |
| $ | 3,312 |
|
| 2018 | 2,513 |
| 1,514 |
|
| 2019 | | 115 |
|
| 2020 | | 116 |
|
| 2021 | | 37 |
|
| Thereafter | 304 |
| 35 |
|
| | $ | 15,935 |
| 5,129 |
|
| Unamortized debt issuance costs | | (3 | ) |
| Long-term debt, net | | $ | 5,126 |
|
Note 9.10. Derivatives
The Company uses interest rate swap agreements to assist in itsmanage the interest rate risk management.related to the variability of interest payments. The Company has variable rate FHLB advances and junior subordinated notes, which create exposure to variability in interest payments due to changes in interest rates. The notional amounts of the interest rate swaps do not represent the amounts exchanged by the counterparties, but rather, the notional amount is used to determine, along with other terms of the derivative, the amounts to be exchanged between the counterparties.
The Company has variable rate FHLB advances, which create exposure to variability in interest payments due to changes in interest rates. In December 2012 to manage the interest rate risk related to the variability of interest payments,and 2013, the Company entered into threefour forward-starting interest rate swap transactions with a total notional amount of $80,000. The interest rate swapsto effectively convert$80,000 of variable rate FHLB advances and junior subordinated notes to fixed rate debt as of the forward-starting dates. The forward-starting dates on the interest rate swaps range from December 2014 to December 2015. The three swap transactions were designated as cash flow hedges of the changes in cash flows attributable to changes in LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on the underlying FHLB advancesdebt with quarterly interest rate reset dates. Three of these interest rate swaps, with a total notional amount of $70,000, have been terminated, subject to termination fees totaling $541. The termination fees will be reclassified from accumulated other comprehensive income to interest expense over the remaining life of the underlying cash flows, through June 2020. The fourth interest rate swap, with a notional amount of $30,000, became effective in December 2015.
In June 2013,October 2016, the Company entered into a forward-starting interest rate swap transaction with a notional amount of $20,000 to effectively convert its $20,000 variable rate junior subordinated notes to fixed rate debt as of the forward-starting date of the swap transaction.forward starting date. The forward-startingforward starting date of this swap is JuneSeptember 30, 2014. This2018. The swap transaction was designated as a cash flow hedge of the variabilitychanges in cash flows attributable to the changechanges in LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on $20,000 of the Company's junior subordinatedunderlying debt which has awith quarterly interest rate reset date.dates.
At the inception of each hedge transaction, the Company represented that the underlying principal balance would remain outstanding throughout the hedge transaction, making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swaps. The cash flow hedges were determined to be fully effective during the remaining terms of the swaps. Therefore, the aggregate fair value of the swaps is recorded in other assets or other liabilities with changes in market value recorded in other comprehensive income,OCI, net of deferred taxes. See Note 1718 for additional fair value information and disclosures. The amounts included in accumulated other comprehensive incomeAOCI will be reclassified to interest expense should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the years ended December 31, 20132016, 2015 and 2012,2014, and the Company expectsestimates there will be an immaterial amountapproximately $473 of cash payments and reclassification from accumulated other comprehensive incomeAOCI to interest expense through December 31, 20142017. The Company will continue to assess the effectiveness of the remaining hedges on a quarterly basis.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The Company is exposed to credit risk in the event of nonperformance by the interest rate swapswaps counterparty. The Company minimizes this risk by entering into derivative contracts with only large, stable financial institutions, and the Company has not experienced, and does not expect, any losses from counterparty nonperformance on the interest rate swaps. The Company monitors counterparty risk in accordance with the provisions of FASB ASC 815. In addition, the interest rate swap agreements containcontains language outlining collateral-pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits. As of December 31, 2013, the counterparty had pledged $3,300 of required collateral in the form of cash on depositDerivative contracts are executed with a third party.Credit Support Annex, which is a bilateral ratings-sensitive agreement that requires collateral postings at established credit threshold levels. These agreements protect the interests of the Company and its counterparties should either party suffer a credit rating deterioration. The Company was not required to pledge any$470 and $740 of cash as collateral to the counterparty as of December 31, 2013.2016 and 2015, respectively. The Company's counterparty was required to pledge $1,070 and $0 at December 31, 2016 and 2015, respectively.
The tablestable below identifyidentifies the balance sheet category and fair values of the Company's derivative instruments designated as cash flow hedges as of December 31, 20132016 and 2012.2015.
| | | December 31, 2013 | | | Notional Amount | | Fair Value | | Balance Sheet Category | | Weighted Average Receive Rate | | Weighted Average Pay Rate | | Maturity | |
| | | | | Notional Amount | | Fair Value | | Balance Sheet Category | | Weighted Average Receive Rate | | Weighted Average Pay Rate | | Maturity |
| December 31, 2016 | | | | | | | | | | | | | |
| Interest rate swap | (1) | | $ | 25,000 |
| | $ | 820 |
| | Other Assets | | 0.54 | % | | 2.10 | % | | 12/23/2019 | | $ | 30,000 |
| | $ | (496 | ) | | Other Liabilities | | 1.30 | % | | 2.52 | % | | 9/21/2020 |
Interest rate swap (1) | | | 20,000 |
| | 1,068 |
| | Other Assets | | — | % | | 4.81 | % | | 9/30/2026 |
| | | | | | | | | | | |
| December 31, 2015 | | | | | | | | | | |
| Interest rate swap | (2) | | 25,000 |
| | 1,002 |
| | Other Assets | | 0.56 | % | | 2.34 | % | | 6/22/2020 | | $ | 30,000 |
| | $ | (774 | ) | | Other Liabilities | | 0.88 | % | | 2.52 | % | | 9/21/2020 |
| Interest rate swap | (3) | | 30,000 |
| | 1,316 |
| | Other Assets | | 0.56 | % | | 2.52 | % | | 9/21/2020 | |
| Interest rate swap | (4) | | 20,000 |
| | 277 |
| | Other Assets | | 3.30 | % | | 4.88 | % | | 6/30/2019 | |
(1) This swap is a forward starting swap with a weighted average pay rate of 4.81 percent beginning September 30, 2018. No interest payments are required related to this swap until December 30, 2018. |
| | | | | | | | | | | | | | | | | | | |
| December 31, 2012 | | | Notional Amount | | Fair Value | | Balance Sheet Category | | Weighted Average Receive Rate | | Weighted Average Pay Rate | | Maturity |
| Interest rate swap | (1) | | $ | 25,000 |
| | $ | (239 | ) | | Other Liabilities | | 0.60 | % | | 2.10 | % | | 12/23/2019 |
| Interest rate swap | (2) | | 25,000 |
| | (238 | ) | | Other Liabilities | | 0.62 | % | | 2.34 | % | | 6/22/2020 |
| Interest rate swap | (3) | | 30,000 |
| | (267 | ) | | Other Liabilities | | 0.62 | % | | 2.52 | % | | 9/21/2020 |
The following tables identifytable identifies the pretax gains (losses) recognized on the Company's derivative instruments designated as cash flow hedges for the years ended December 31, 2016, 2015 and 2014.
|
| | | | | | | | | | | | | | | | | |
| | | | Effective Portion | | Ineffective Portion |
| | | | Amount of | | Reclassified from AOCI into Income | | Recognized in Income on Derivatives |
| | | | Pretax Gain (Loss) | | |
| | | | Recognized in | | | | Amount of | | | | Amount of |
| Interest Rate Swaps | | | OCI | | Category | | Gain (Loss) | | Category | | Gain (Loss) |
| 2016 | | | $ | 882 |
| | Interest Expense | | $ | (573 | ) | | Other Income | | $ | — |
|
| | | | | | | | | | | | |
| 2015 | | | $ | (1,144 | ) | | Interest Expense | | $ | (160 | ) | | Other Income | | $ | — |
|
| | | | | | | | | | | | |
| 2014 | | | $ | (3,759 | ) | | Interest Expense | | $ | (83 | ) | | Other Income | | $ | — |
|
Note 11. Income Taxes
The Company files income tax returns in the U.S. federal and various state jurisdictions. Income tax returns for the years 2013 through 2016 remain open to examination by federal and state taxing authorities.
During the years ended December 31, 20132016, 2015 and 20122014, the Company recognized no material income tax related interest or penalties. No accrued interest or penalties are included in accrued tax expense in the balance sheets as of December 31, 2016 and 2015.
|
| | | | | | | | | | | | | | | | | |
| 2013 | | | Effective Portion | | Ineffective Portion |
| | | | Amount of | | Reclassified from AOCI into Income | | Recognized in Income on Derivatives |
| | | | Pretax Gain | | |
| | | | Recognized in | | | | Amount of | | | | Amount of |
| | | | OCI | | Category | | Gain (Loss) | | Category | | Gain (Loss) |
| Interest rate swap | (1) | | $ | 1,059 |
| | Interest Expense | | $ | — |
| | Other Income | | $ | — |
|
| Interest rate swap | (2) | | 1,240 |
| | Interest Expense | | — |
| | Other Income | | — |
|
| Interest rate swap | (3) | | 1,583 |
| | Interest Expense | | — |
| | Other Income | | — |
|
| Interest rate swap | (4) | | 277 |
| | Interest Expense | | — |
| | Other Income | | — |
|
|
| | | | | | | | | | | | | | | | | |
| 2012 | | | Effective Portion | | Ineffective Portion |
| | | | Amount of | | Reclassified from AOCI into Income | | Recognized in Income on Derivatives |
| | | | Pretax Loss | | |
| | | | Recognized in | | | | Amount of | | | | Amount of |
| | | | OCI | | Category | | Gain (Loss) | | Category | | Gain (Loss) |
| Interest rate swap | (1) | | $ | (239 | ) | | Interest Expense | | $ | — |
| | Other Income | | $ | — |
|
| Interest rate swap | (2) | | (238 | ) | | Interest Expense | | — |
| | Other Income | | — |
|
| Interest rate swap | (3) | | (267 | ) | | Interest Expense | | — |
| | Other Income | | — |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 10. Income Taxes
The Company files income tax returns in the U.S. federal and various state jurisdictions. Income tax returns for the years 2010 through 2013 remain open to examination by federal and state taxing authorities.
During the years ended December 31, 2013, 2012 and 2011, the Company recognized no material interest or penalties. No accrued interest or penalties are included in accrued tax expenses in the balance sheets as of December 31, 2013 and 2012.
The following table shows the components of income tax expenses consisted of the followingtaxes for the years ended December 31, 20132016, 20122015 and 20112014.
| | | | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| Current: | | | | | | | | | | |
| Federal | $ | 5,097 |
| | $ | 5,129 |
| | $ | 4,441 |
| $ | 8,220 |
| | $ | 8,057 |
| | $ | 4,838 |
|
| State | 1,076 |
| | 996 |
| | 900 |
| 1,627 |
| | 1,558 |
| | 1,276 |
|
| Deferred: | | | |
| | |
| | | |
| | |
|
| Federal | 1,044 |
| | 548 |
| | 630 |
| 115 |
| | 112 |
| | 608 |
|
| State | 103 |
| | 91 |
| | 101 |
| (26 | ) | | (30 | ) | | (73 | ) |
| Income taxes | $ | 7,320 |
| | $ | 6,764 |
| | $ | 6,072 |
| $ | 9,936 |
| | $ | 9,697 |
| | $ | 6,649 |
|
Total income tax expensestaxes for the years ended December 31, 20132016, 20122015 and 20112014, differed from the amounts computed by applying the U.S. federal income tax rate of 35 percent to income before income taxes as a result ofshown in the following:following table.
| | | | 2013 | | 2012 | | 2011 | 2016 | | 2015 | | 2014 |
| | Amount | | Percent of Pretax Income | | Amount | | Percent of Pretax Income | | Amount | | Percent of Pretax Income | Amount | | Percent of Pretax Income | | Amount | | Percent of Pretax Income | | Amount | | Percent of Pretax Income |
| Computed expected tax expense | $ | 8,474 |
| | 35.0 | % | | $ | 7,971 |
| | 35.0 | % | | $ | 7,469 |
| | 35.0 | % | $ | 11,533 |
| | 35.0 | % | | $ | 11,004 |
| | 35.0 | % | | $ | 9,341 |
| | 35.0 | % |
| State income tax expense, net of | | | | | | | | | | | | | | | | | | | | | | |
| federal income tax benefit | 687 |
| | 2.8 |
| | 639 |
| | 2.8 |
| | 557 |
| | 2.6 |
| 1,004 |
| | 3.0 |
| | 957 |
| | 3.0 |
| | 596 |
| | 2.2 |
|
| Tax-exempt interest income | (1,331 | ) | | (5.5 | ) | | (1,095 | ) | | (4.8 | ) | | (1,328 | ) | | (6.2 | ) | (1,823 | ) | | (5.5 | ) | | (1,786 | ) | | (5.7 | ) | | (1,525 | ) | | (5.7 | ) |
| Nondeductible interest expense to | | | | | | | | | | | | | | | | | | | | | | |
| own tax-exempts | 46 |
| | 0.2 |
| | 42 |
| | 0.2 |
| | 54 |
| | 0.3 |
| |
| own tax-exempt securities | | 58 |
| | 0.2 |
| | 43 |
| | 0.1 |
| | 42 |
| | 0.2 |
|
| Tax-exempt increase in cash value of | | | | | | | | | | | | | | | | | | | | | | |
| life insurance and gains | (226 | ) | | (0.9 | ) | | (553 | ) | | (2.4 | ) | | (532 | ) | | (2.5 | ) | (381 | ) | | (1.2 | ) | | (254 | ) | | (0.8 | ) | | (256 | ) | | (1.0 | ) |
| Valuation allowance | 116 |
| | 0.4 |
| | 98 |
| | 0.4 |
| | 227 |
| | 1.1 |
| |
| New markets tax credit | (273 | ) | | (1.1 | ) | | (273 | ) | | (1.2 | ) | | (273 | ) | | (1.3 | ) | |
| Utilization of capital loss carryforwards | | — |
| | — |
| | (130 | ) | | (0.4 | ) | | (1,318 | ) | | (4.9 | ) |
| Federal income tax credits | | (405 | ) | | (1.2 | ) | | (275 | ) | | (0.9 | ) | | (160 | ) | | (0.6 | ) |
| Other, net | (173 | ) | | (0.7 | ) | | (65 | ) | | (0.3 | ) | | (102 | ) | | (0.5 | ) | (50 | ) | | (0.1 | ) | | 138 |
| | 0.5 |
| | (71 | ) | | (0.3 | ) |
| Income taxes | $ | 7,320 |
| | 30.2 | % | | $ | 6,764 |
| | 29.7 | % | | $ | 6,072 |
| | 28.5 | % | $ | 9,936 |
| | 30.2 | % | | $ | 9,697 |
| | 30.8 | % | | $ | 6,649 |
| | 24.9 | % |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Net deferred tax assets consistconsisted of the following components as of December 31, 20132016 and 20122015.
| | | | 2013 | | 2012 | 2016 | | 2015 |
| Deferred tax assets: | | | | | | |
| Allowance for loan losses | $ | 5,241 |
| | $ | 5,901 |
| $ | 6,123 |
| | $ | 5,687 |
|
| Investment security impairment | 106 |
| | 106 |
| |
| Net unrealized losses on securities available for sale | 3,466 |
| | — |
| 719 |
| | — |
|
| Net unrealized losses on interest rate swaps | — |
| | 283 |
| |
| Net unrealized losses on interest rate swap | | — |
| | 473 |
|
| Intangibles | 1,387 |
| | 1,695 |
| 462 |
| | 771 |
|
| Other real estate owned | 1,572 |
| | 1,475 |
| |
| Accrued expenses | 819 |
| | 766 |
| 706 |
| | 898 |
|
| Restricted stock compensation | 140 |
| | 45 |
| |
| Restricted stock unit compensation | | 446 |
| | 358 |
|
| State net operating loss carryforward | 647 |
| | 529 |
| 1,271 |
| | 1,183 |
|
| Capital loss carryforward | 4,063 |
| | 4,065 |
| — |
| | 355 |
|
| Other | 56 |
| | 243 |
| 190 |
| | 34 |
|
| | 17,497 |
| | 15,108 |
| 9,917 |
| | 9,759 |
|
| Deferred tax liabilities: | |
| | |
| |
| | |
|
| Net deferred loan fees and costs | 280 |
| | 272 |
| 321 |
| | 350 |
|
| Net unrealized gains on securities available for sale | — |
| | 1,463 |
| — |
| | 210 |
|
| Net unrealized gains on interest rate swaps | 1,297 |
| | — |
| |
| Net unrealized gains on interest rate swap | | 80 |
| | — |
|
| Premises and equipment | 559 |
| | 513 |
| 1,027 |
| | 674 |
|
| Loans | 1,038 |
| | 878 |
| |
| Other | 314 |
| | 291 |
| 261 |
| | 317 |
|
| | 3,488 |
| | 3,417 |
| 1,689 |
| | 1,551 |
|
| Net deferred tax assets before valuation allowance | 14,009 |
| | 11,691 |
| 8,228 |
| | 8,208 |
|
| Valuation allowance for deferred tax assets | (4,816 | ) | | (4,700 | ) | (1,271 | ) | | (1,538 | ) |
| Net deferred tax assets | $ | 9,193 |
| | $ | 6,991 |
| $ | 6,957 |
| | $ | 6,670 |
|
The Company hasAs of December 31, 2016, West Bancorporation, Inc. had approximately $10,79021,185 of state net operating loss carryforwards available to the Company to offset future state taxable income. The Company has approximately $9,899 of federal capital loss carryforwards and $9,981 of state capital loss carryforwards available to offset future capital gains. The Company has recorded a valuation allowance against the tax effect of the state net operating loss carryforwards, federal and state capital loss carryforwards, and investment security impairment as management believes it is more likely than not that such carryforwards will expire without being utilized. The state net operating loss carryforwards expire in 2019 and thereafter,thereafter. The valuation allowance for deferred tax assets declined by $267 from December 31, 2015 to December 31, 2016. Of this change, a reduction of $355 related to the expiration of federal and thestate capital loss carryforwards, expireand an addition of $88 related to state net operating loss carryforwards generated in 2014 through 2016.2016.
Note 11.12. Stock Compensation Plans
The West Bancorporation, Inc. 2012 Equity Incentive Plan (the 2012 Plan) was approved by the stockholders in April 2012 as a means to attract, retain and award selected participants. The 2012 Plan is administered by the Compensation Committee of the Board of Directors, and it will determinewhich determines the specific individuals who will be granted awards under the 2012 Plan and the type and amount of any such awards. All employees and directors of, and service providers to, the Company and its subsidiary are eligible to become participants in the 2012 Plan, except that nonemployees may not be granted incentive stock options. Under the terms of the 2012 Plan, the Company may grant a total of 800,000 shares of the Company's common stock as nonqualified and incentive stock options, stock appreciation rights and stock awards. As of December 31, 20132016 and 2012, 656,7492015, 318,023 and 733,207437,022 shares, respectively, of the Company's common stock remained available for future awards under the 2012 Plan.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Under the 2012 Plan, the Company may grant RSU awards, as determined by the Compensation Committee, that vest upon the completion of future service requirements or specified performance criteria. All RSUs granted through December 31, 20132016 under the 2012 planPlan were at no cost to the participants, and the participants will not be entitled to receive or accrue dividends until the RSUs have vested. Each RSU entitles the participant to receive one share of common stock on the vesting date or upon the participant's termination due to death or disability, or upon a change in control of the Company if the RSUs are not fully assumed or if the RSUs are assumed and the participant's employment is terminated by the Company without cause or by the participant for good reason. If a participant terminates employment prior to the end of the continuous service period other than due to death, disability or retirement, the award is forfeited. If a participant terminates service due to retirement, the RSUs will continue to vest, subject to provisions of the 2012 Plan.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following istable includes a summary of nonvested RSU activity for the years ended December 31, 20132016, 2015 and 2012.2014.
| | | | 2016 | | 2015 | | 2014 |
| | | | | | | | | | | Weighted | | | | Weighted | | | | Weighted |
| | 2013 | | 2012 | | | Average | | | | Average | | | | Average |
| | | | Weighted Average | | | | Weighted Average | | | Grant Date | | | | Grant Date | | | | Grant Date |
| | | | Grant-Date | | | | Grant-Date | | | Fair Value | | | | Fair Value | | | | Fair Value |
| (actual amounts, not in thousands) | Shares | | Fair Value Per Share | | Shares | | Fair Value Per Share | Shares | | Per Share | | Shares | | Per Share | | Shares | | Per Share |
| Nonvested shares, beginning of period | 66,793 |
| | $ | 9.74 |
| | — |
| | $ | — |
| |
| Nonvested shares, beginning balance | | 261,833 |
| | $ | 16.67 |
| | 179,699 |
| | $ | 13.39 |
| | 130,337 |
| | $ | 10.50 |
|
| Granted | 77,500 |
| | 11.10 |
| | 66,793 |
| | 9.74 |
| 141,000 |
| | 18.44 |
| | 139,500 |
| | 19.59 |
| | 104,750 |
| | 15.30 |
|
| Vested | (13,956 | ) | | 10.17 |
| | — |
| | — |
| (95,565 | ) | | 16.74 |
| | (57,366 | ) | | 13.23 |
| | (55,388 | ) | | 10.20 |
|
| Forfeited | — |
| | — |
| | — |
| | — |
| — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Nonvested shares, end of period | 130,337 |
| | $ | 10.50 |
| | 66,793 |
| | $ | 9.74 |
| |
| Nonvested shares, ending balance | | 307,268 |
| | $ | 17.46 |
| | 261,833 |
| | $ | 16.67 |
| | 179,699 |
| | $ | 13.39 |
|
The fair value of restricted stock unitRSU awards that vested during 20132016, 2015 and 2014 was $175.$1,730, $1,118 and $818, respectively. Total compensation costs recorded for the RSUs were $3781,684 and, $1181,166, and $633 for the years ended December 31, 20132016, 2015 and 2012,2014, respectively. As of December 31, 20132016, there was $8563,656 of unrecognized compensation cost related to nonvested RSUs, and the weighted average period over which these remaining costs are expected to be recognized iswas approximately 2.83.0 years.
Note 12.13. Employee Savings and Stock Ownership Plan
The Company has an employee savings and stock ownership plan covering substantially all its employees. The plan consists of two components. One component is an employee stock ownership plan. The other component is a discretionary contribution plan. Both components have a qualified cash or deferred arrangement under Internal Revenue Code Section 401(k). The purpose of the plan is to offer participants a systematic program for the accumulation of retirementMatching and savings income, as well as a means by which to obtain beneficial interest of ownership in Company stock. The stock ownership component of the plan, which is optional, is intended to invest exclusively in common stock of the Company.
Thediscretionary contributions made by the Company to the discretionary contribution component are determined annually by the Board of Directors. The Company matched 100 percent of the first six percent of employee deferrals and made an annual discretionary contribution of four percent for the years ended December 31, 2016, 2015 and 2014. Total matching and discretionary contribution expense for the years ended December 31, 20132016, 20122015 and 20112014, totaled $357, $338$1,023, $960 and $437, respectively.
The plan allows eligible employees to defer a portion of their compensation ranging from one percent to the maximum dollar amount allowed by current law, with the Company matching a portion of the employees' contributions. Effective January 1, 2012, the Company's match was 100 percent of the first six percent of employee deferrals. Prior to January 1, 2012, the Company's match was 100 percent of the first three percent of employee deferrals and 50 percent of the next two percent of employee deferrals. Forfeitures are used to reduce employer contributions. Expense related to company matching contributions for the years ended December 31, 2013, 2012 and 2011, totaled $556, $503 and $315,$964, respectively.
As of December 31, 20132016 and 20122015, the plan held 311,121327,307 and 280,456328,206 shares, respectively, of the Company's common stock. These shares are included in the computation of earnings per share. Dividends on shares held in the plan may be reinvested in Company common stock or paid in cash to the participants, at the election of the participants.
Note 14.Common Stock Repurchase Plan
Prior to April 22, 2016, the Company had a stock repurchase plan which authorized management to purchase up to $2,000 of the Company's common stock over a 12-month period. In April 2016, the authorization of the stock purchase plan was allowed to expire. No shares had been repurchased under the authorization prior to its expiration.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 13.Common Stock Repurchase
On June 4, 2013 the Company entered into an agreement to repurchase 1,440,592 shares of its common stock from American Equity Investment Life Holding Company and American Equity Life Insurance Company. The shares represented 8.27 percent of the total outstanding common shares of the Company as of that date. The purchase took place on June 5, 2013 at a price of $10.95 per share. The repurchased shares were canceled, thus reducing the Company's total issued and outstanding common shares to 15,969,464 as of that date. The purchase was financed as described in Note 8.
On July 24, 2013 the Board of Directors approved a stock repurchase plan which authorized management to purchase up to $2 million of the Company's common stock within a nine-month period ending April 24, 2014. The authorization does not require such purchases and is subject to certain restrictions. Shares of Company common stock may be repurchased on the open market or in privately negotiated transactions. The extent to which the shares are repurchased and the timing of such repurchase will depend on market conditions and other corporate considerations. No shares had been repurchased under the authorization as of December 31, 2013.
Note 14.15. Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in the balances of each component of accumulated other comprehensive income (loss),AOCI, net of tax, for the years ended December 31, 20132016, 20122015 and 20112014.
| | | | Noncredit-related | | | | | | | Noncredit-related | | | | | | |
| | Unrealized | | Unrealized | | Unrealized | | Accumulated | Unrealized | | Unrealized | | Unrealized | | Accumulated |
| | Gains (Losses) | | Gains (Losses) | | Gains | | Other | Gains (Losses) | | Gains (Losses) | | Gains | | Other |
| | on Securities | | on Securities | | (Losses) on | | Comprehensive | on Securities | | on Securities | | (Losses) on | | Comprehensive |
| | with OTTI | | without OTTI | | Derivatives | | Income (Loss) | with OTTI | | without OTTI | | Derivatives | | Income (Loss) |
| Balance, December 31, 2010 | $ | (1,943 | ) | | $ | (704 | ) | | $ | — |
| | $ | (2,647 | ) | |
| Current period, other comprehensive income | 3 |
| | 3,298 |
| | — |
| | 3,301 |
| |
| Balance, December 31, 2011 | (1,940 | ) | | 2,594 |
| | — |
| | 654 |
| |
| Current period, other comprehensive income (loss) | 181 |
| | 1,552 |
| | (461 | ) | | 1,272 |
| |
| Balance, December 31, 2012 | (1,759 | ) | | 4,146 |
| | (461 | ) | | 1,926 |
| |
| Balance, December 31, 2013 | | $ | (1,439 | ) | | $ | (4,217 | ) | | $ | 2,118 |
| | $ | (3,538 | ) |
| Other comprehensive income (loss) before | | | | | | | | | | | | | | |
| reclassifications | 320 |
| | (8,363 | ) | | 2,579 |
| | (5,464 | ) | 1,133 |
| | 5,085 |
| | (2,331 | ) | | 3,887 |
|
| Amounts reclassified from accumulated other | | | | | | | | | | | | | | |
| comprehensive income | — |
| | — |
| | — |
| | — |
| 306 |
| | (452 | ) | | 51 |
| | (95 | ) |
| Net current period other comprehensive income (loss) | 320 |
| | (8,363 | ) | | 2,579 |
| | (5,464 | ) | |
| Balance, December 31, 2013 | $ | (1,439 | ) | | $ | (4,217 | ) | | $ | 2,118 |
| | $ | (3,538 | ) | |
| Current period, other comprehensive income (loss) | | 1,439 |
| | 4,633 |
| | (2,280 | ) | | 3,792 |
|
| Balance, December 31, 2014 | | — |
| | 416 |
| | (162 | ) | | 254 |
|
| Other comprehensive (loss) before | | | | | | | | |
| reclassifications | | — |
| | (21 | ) | | (709 | ) | | (730 | ) |
| Amounts reclassified from accumulated other | | | | | | | | |
| comprehensive income | | — |
| | (53 | ) | | 99 |
| | 46 |
|
| Current period other comprehensive (loss) | | — |
| | (74 | ) | | (610 | ) | | (684 | ) |
| Balance, December 31, 2015 | | — |
| | 342 |
| | (772 | ) | | (430 | ) |
| Other comprehensive income (loss) before | | | | | | | | |
| reclassifications | | — |
| | (1,394 | ) | | 547 |
| | (847 | ) |
| Amounts reclassified from accumulated other | | | | | | | | |
| comprehensive income | | — |
| | (120 | ) | | 355 |
| | 235 |
|
| Current period other comprehensive income (loss) | | — |
| | (1,514 | ) | | 902 |
| | (612 | ) |
| Balance, December 31, 2016 | | $ | — |
| | $ | (1,172 | ) | | $ | 130 |
| | $ | (1,042 | ) |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables show the tax effects allocated to each component of other comprehensive income (loss) for the years ended December 31, 2013, 2012 and 2011.
|
| | | | | | | | | | | |
| | 2013 |
| | Before Tax | | Tax (Expense) | | Net of Tax |
| | Amount | | Benefit | | Amount |
| Unrealized noncredit-related gains on securities with OTTI: | | | | |
|
| Unrealized holding gains arising during period | $ | 516 |
| | $ | (196 | ) | | $ | 320 |
|
| Less: reclassification adjustment for net losses realized in net income | — |
| | — |
| | — |
|
| Net unrealized holding gains for securities with OTTI | 516 |
| | (196 | ) | | 320 |
|
| Unrealized losses on securities without OTTI: | | | | | |
| Unrealized holding losses arising during period | (13,488 | ) | | 5,125 |
| | (8,363 | ) |
| Less: reclassification adjustment for net gains realized in net income | — |
| | — |
| | — |
|
| Net unrealized losses on securities without OTTI | (13,488 | ) | | 5,125 |
| | (8,363 | ) |
| Unrealized gains on derivatives: | | | | | |
| Unrealized gains on derivatives arising during period | 4,159 |
| | (1,580 | ) | | 2,579 |
|
| Other comprehensive (loss) | $ | (8,813 | ) | | $ | 3,349 |
| | $ | (5,464 | ) |
|
| | | | | | | | | | | |
| | 2012 |
| | Before Tax | | Tax (Expense) | | Net of Tax |
| | Amount | | Benefit | | Amount |
| Unrealized noncredit-related gains on securities with OTTI: | | | | | |
| Unrealized holding gains arising during period | $ | 89 |
| | $ | (34 | ) | | $ | 55 |
|
| Less: reclassification adjustment for net losses realized in net income | 203 |
| | (77 | ) | | 126 |
|
| Net unrealized holding gains for securities with OTTI | 292 |
| | (111 | ) | | 181 |
|
| Unrealized gains on securities without OTTI: | | | | | |
| Unrealized holding gains arising during period | 2,749 |
| | (1,045 | ) | | 1,704 |
|
| Less: reclassification adjustment for net gains realized in net income | (246 | ) | | 94 |
| | (152 | ) |
| Net unrealized gains on securities without OTTI | 2,503 |
| | (951 | ) | | 1,552 |
|
| Unrealized losses on derivatives: | | | | | |
| Unrealized losses on derivatives arising during period | (744 | ) | | 283 |
| | (461 | ) |
| Other comprehensive income | $ | 2,051 |
| | $ | (779 | ) | | $ | 1,272 |
|
|
| | | | | | | | | | | |
| | 2011 |
| | Before Tax | | Tax (Expense) | | Net of Tax |
| | Amount | | Benefit | | Amount |
| Unrealized noncredit-related gains on securities with OTTI: | | | | | |
| Unrealized holding losses arising during period | $ | (94 | ) | | $ | 36 |
| | $ | (58 | ) |
| Less: reclassification adjustment for net losses realized in net income | 99 |
| | (38 | ) | | 61 |
|
| Net unrealized holding gains for securities with OTTI | 5 |
| | (2 | ) | | 3 |
|
| Unrealized gains on securities without OTTI: | | | | | |
| Unrealized holding gains arising during period | 5,320 |
| | (2,022 | ) | | 3,298 |
|
| Less: reclassification adjustment for net gains realized in net income | — |
| | — |
| | — |
|
| Net unrealized gains on securities without OTTI | 5,320 |
| | (2,022 | ) | | 3,298 |
|
| Other comprehensive income | $ | 5,325 |
| | $ | (2,024 | ) | | $ | 3,301 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 15.16. Regulatory Capital Requirements
The Company and West Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements (as shown in the following table) can result in certain mandatory and possibly additional discretionary actions by regulators which, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and West Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.requirements. The Company's and West Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
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 Company and West Bank met all capital adequacy requirements to which they were subject as of December 31, 2013. Prompt corrective action provisions are not applicable to the Company.2016.
The Company's and West Bank's capital amounts and ratios are presented in the following table as of December 31, 20132016 and 2012.2015.
| | | | | Actual | | To Be Well-Capitalized For Capital Adequacy Purposes | | To Be Well-Capitalized Under Prompt Corrective Action Provisions | | Actual | | For Capital Adequacy Purposes With Capital Conservation Buffer | | To Be Well-Capitalized Under Prompt Corrective Action Provisions |
| | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| As of December 31, 2013: | | | | | | | | | | | | | |
| As of December 31, 2016: | | | | | | | | | | | | | |
| Total Capital (to Risk-Weighted Assets) | | | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated | | $ | 160,737 |
| | 13.94 | % | | $ | 92,265 |
| | 8.0 | % | | N/A |
| | N/A |
| | $ | 202,530 |
| | 11.87 | % | | $ | 147,108 |
| | 8.625 | % | | N/A |
| | N/A |
|
| West Bank | | 155,666 |
| | 13.86 |
| | 89,859 |
| | 8.0 |
| | $ | 112,323 |
| | 10.0 | % | | 186,118 |
| | 11.04 |
| | 145,414 |
| | 8.625 |
| | $ | 168,597 |
| | 10.00 | % |
| | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Tier 1 Capital (to Risk-Weighted Assets) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Consolidated | | 146,946 |
| | 12.74 |
| | 46,133 |
| | 4.0 |
| | N/A |
| | N/A |
| | 186,418 |
| | 10.93 |
| | 112,996 |
| | 6.625 |
| | N/A |
| | N/A |
|
| West Bank | | 141,875 |
| | 12.63 |
| | 44,929 |
| | 4.0 |
| | 67,394 |
| | 6.0 |
| | 170,006 |
| | 10.08 |
| | 111,695 |
| | 6.625 |
| | 134,877 |
| | 8.00 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Common Equity Tier 1 Capital (to Risk-Weighted Assets) | | Common Equity Tier 1 Capital (to Risk-Weighted Assets) | | | | | | | | | | |
| Consolidated | | | 166,418 |
| | 9.76 |
| | 87,412 |
| | 5.125 |
| | N/A |
| | N/A |
|
| West Bank | | | 170,006 |
| | 10.08 |
| | 86,406 |
| | 5.125 |
| | 109,588 |
| | 6.50 |
|
| | | | | | | | | | | | | | |
| Tier 1 Capital (to Average Assets) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Consolidated | | 146,946 |
| | 10.04 |
| | 58,520 |
| | 4.0 |
| | N/A |
| | N/A |
| | 186,418 |
| | 10.14 |
| | 73,530 |
| | 4.00 |
| | N/A |
| | N/A |
|
| West Bank | | 141,875 |
| | 9.80 |
| | 57,882 |
| | 4.0 |
| | 72,353 |
| | 5.0 |
| | 170,006 |
| | 9.34 |
| | 72,807 |
| | 4.00 |
| | 91,009 |
| | 5.00 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| As of December 31, 2012: | | |
| | |
| | |
| | |
| | |
| | |
| |
| As of December 31, 2015: | | | |
| | |
| | |
| | |
| | |
| | |
|
| Total Capital (to Risk-Weighted Assets) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Consolidated | | $ | 165,995 |
| | 15.56 | % | | $ | 85,331 |
| | 8.0 | % | | N/A |
| | N/A |
| | $ | 187,790 |
| | 12.12 | % | | $ | 123,979 |
| | 8.00 | % | | N/A |
| | N/A |
|
| West Bank | | 145,252 |
| | 14.03 |
| | 82,844 |
| | 8.0 |
| | $ | 103,555 |
| | 10.0 | % | | 174,450 |
| | 11.32 |
| | 123,279 |
| | 8.00 |
| | $ | 154,099 |
| | 10.00 | % |
| | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Tier 1 Capital (to Risk-Weighted Assets) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Consolidated | | 152,635 |
| | 14.31 |
| | 42,666 |
| | 4.0 |
| | N/A |
| | N/A |
| | 172,807 |
| | 11.15 |
| | 92,984 |
| | 6.00 |
| | N/A |
| | N/A |
|
| West Bank | | 132,276 |
| | 12.77 |
| | 41,422 |
| | 4.0 |
| | 62,133 |
| | 6.0 |
| | 159,467 |
| | 10.35 |
| | 92,460 |
| | 6.00 |
| | 123,279 |
| | 8.00 |
|
| | | |
| | |
| | |
| | |
| | |
| | |
| | | | | | | | | | | | |
| Common Equity Tier 1 Capital (to Risk-Weighted Assets) | | Common Equity Tier 1 Capital (to Risk-Weighted Assets) | | | | | | | | | | |
| Consolidated | | | 152,807 |
| | 9.86 |
| | 69,738 |
| | 4.50 |
| | N/A |
| | N/A |
|
| West Bank | | | 159,467 |
| | 10.35 |
| | 69,345 |
| | 4.50 |
| | 100,164 |
| | 6.50 |
|
| | | | |
| | |
| | |
| | |
| | |
| | |
|
| Tier 1 Capital (to Average Assets) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Consolidated | | 152,635 |
| | 11.23 |
| | 54,387 |
| | 4.0 |
| | N/A |
| | N/A |
| | 172,807 |
| | 9.91 |
| | 69,764 |
| | 4.00 |
| | N/A |
| | N/A |
|
| West Bank | | 132,276 |
| | 9.85 |
| | 53,722 |
| | 4.0 |
| | 67,153 |
| | 5.0 |
| | 159,467 |
| | 9.20 |
| | 69,352 |
| | 4.00 |
| | 86,690 |
| | 5.00 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
In early July 2013,On January 1, 2015, the Federal Reserve BoardCompany and West Bank became subject to the FDIC issued final rules implementingof the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The new rules revise minimum capital requirements and adjust prompt corrective action thresholds. The final rules reviseincluded the regulatory capital elements, add a new common equity Tier 1 capital ratio, increase the minimum Tier 1 capital ratio requirement, and implementimplementation of a new capital conservation buffer.buffer that is added to the minimum requirements for capital adequacy purposes. The rules also permit certain banking organizations to retain, through a one-time election, the existing treatment for AOCI. The final rules will take effect for community banks beginning January 1, 2015,capital conservation buffer is subject to a transitionthree year phase-in period forthat began January 1, 2016 and will be fully phased-in on January 1, 2019 at 2.5 percent. The required phase-in capital conservation buffer during 2016 was 0.625 percent. A banking organization with a conservation buffer of less than the required phase-in amount will be subject to limitations on capital distributions, including dividend payments and certain partsdiscretionary bonus payments to executive officers. As of December 31, 2016, the rules. The complex final rules require careful review and analysis, but management believesratios for the Company and West Bank will remain well-capitalized underwere sufficient to meet the new rules.fully phased-in conservation buffer.
The ability of the Company to pay dividends to its stockholders is dependent upon dividends paid by its subsidiary, West Bank. There are currently no restrictions on such dividends, besides the general restrictions imposed on all banks by applicable law.
The Company's tangible common equity ratio at December 31, 2013, was 8.578.92 percent, down from and 9.298.71 percent at December 31, 20122016. and 2015, respectively. The tangible common equity ratio is computed by dividing total equity less preferred stock and intangible assets by total assets less intangible assets. As of December 31, 20132016 and 20122015, the Company had no intangible assets.assets or preferred stock.
Note 16.17. Commitments and Contingencies
The Company leases real estate under a number of noncancelable operating lease agreements. Rent expense related to these leases was $1,7751,293, $1,5831,741 and $1,5411,823, for the years ended December 31, 20132016, 20122015 and 20112014, respectively.
Total approximateestimated minimum rental commitments were as follows as of December 31, 20132016.
| | | 2014 | $ | 1,725 |
| |
| 2015 | 1,699 |
| |
| 2016 | 1,688 |
| |
| 2017 | 1,695 |
| $ | 1,392 |
|
| 2018 | 1,703 |
| 1,400 |
|
| 2019 | | 1,402 |
|
| 2020 | | 1,402 |
|
| 2021 | | 1,347 |
|
| Thereafter | 14,080 |
| 6,461 |
|
| | $ | 22,590 |
| $ | 13,404 |
|
AsThe Company had commitments to invest in qualified affordable housing projects totaling $5,768 and $4,292 as of December 31, 2013, the Company had a $2,899 contractual commitment related to the construction of a new office in Coralville, Iowa2016 and a $1,021 purchase agreement related to the acquisition of land in Rochester, Minnesota. Subject to regulatory approval, the Company anticipates building a permanent office in 2015.2015, respectively.
Required reserve balances: West Bank is required to maintain an average reserve balance with the Federal Reserve Bank, which is included in cash and due from banks. Required reserve balances were approximately $5,535$6,393 and $3,201$4,579 as of December 31, 20132016 and 2012,2015, respectively.
Financial instruments with off-balance-sheetoff-balance sheet risk: The Company is party to financial instruments with off-balance-sheetoff-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.
The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations that it uses for on-balance-sheeton-balance sheet instruments. Commitments to lend are subject to borrowers' continuing compliance with existing credit agreements. The Company's commitments consisted of the following approximate amounts as of December 31, 20132016 and 20122015.
| | | | 2013 | | 2012 | 2016 | | 2015 |
| Commitments to extend credit | $ | 388,197 |
| | $ | 360,879 |
| $ | 614,681 |
| | $ | 558,633 |
|
| Standby letters of credit | 3,546 |
| | 10,488 |
| 5,487 |
| | 8,720 |
|
| | $ | 391,743 |
| | $ | 371,367 |
| $ | 620,168 |
| | $ | 567,353 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally expire within one year. Home equity commitments to extend credit of approximately $13,08712,168 at December 31, 20132016, expire within ten years. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, equipment, and residential and commercial real estate.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party and generally expire within one year. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances the Company deems necessary. In the event the customer does not perform in accordance with the terms of the third-party agreement, West Bank would be required to fund the commitment. The maximum potential amount of future payments West Bank could be required to make is represented by the contractual amount for letters of credit shown in the table above. If the commitment is funded, West Bank would be entitled to seek recovery from the customer. At December 31, 20132016 and 20122015, no amounts have been recorded as liabilities for West Bank's potential obligations under these guarantees.
West Bank has executed MPF Master Commitments (Commitments) with the FHLB of Des Moines to deliver mortgage loans and to guarantee the payment of any realized losses that exceed the FHLB's first loss account for mortgages delivered under the Commitments. West Bank receives credit enhancement fees from the FHLB for providing this guarantee and continuing to assist with managing the credit risk of the MPF Program mortgage loans. The term of the currentmost recent Commitment iswas through January 16, 2015.2015 and was not renewed. At December 31, 20132016, the liability represented by the present value of the credit enhancement fees less any expected losses in the mortgages delivered under the Commitments was approximately $467218.
ResidentialThe outstanding balance of mortgage loans sold to investors in the secondary market are sold with varying recourse provisions. Essentially, all loan sales agreements require the repurchase of a mortgage loan by the seller in situations such as breach of representation, warranty, or covenant, untimely document delivery, false or misleading statements, failure to obtain certain certificates or insurance, and unmarketability, among other things. Certain loan sales agreements contain repurchase requirements based on payment-related defects that are defined in terms of the number of days/months since the purchase, the sequence number of the payment and/or the number of days of payment delinquency. Based on the specific terms stated in the agreements of investors purchasing residential mortgage loans from West Bank, the Company had approximately $147,000 and $116,000 of sold residential mortgage loans with recourse provisions still in effect at December 31, 2013 and 2012, respectively. West Bank did not repurchase any loans from secondary market investors under the terms of loan sale agreements during the years ended December 31, 2013 and 2012. In the opinion of management, the risk of recourse and the subsequent requirement that West Bank repurchase the loans is not significant, and accordingly, the only liability established relates to loans sold under the FHLB MPF Program. Program was $112,084 and $139,152 at December 31, 2016 and 2015, respectively.
Concentrations of credit risk: Substantially all of the Company's loans, commitments to extend credit and standby letters of credit have been granted to customers in the Company's market areas (a 50-mile radius of the greater Des Moines, Iowa, metropolitan area, a 30-mile radius of the Iowa City, Iowa, metropolitan area and a 30-mile radius of the Rochester, Minnesota, metropolitan area). The concentrations of credit by type of loan are set forth in Note 3.4. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit were granted primarily to commercial borrowers. The majorityApproximately 40 percent of the securities issued by state and political subdivisions involve governmental entities within the state of Iowa. Securities totaling $31,878The remaining securities issued by state and political subdivisions were issued by government entities in 17 other states with similar credit risks.
Contingencies: Neither the Company nor West Bank is a party, and no property of these entities is subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to West Bank's business. The Company does not know of any proceeding contemplated by a governmental authority against the Company or West Bank.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Contingencies: On September 29, 2010, West Bank was sued in a purported class action lawsuit that, as amended, asserts that nonsufficient funds fees charged by West Bank to Iowa resident noncommercial customers on bank debit card transactions, but not checks or Automated Clearing House items, are usurious under Iowa law, rather than allowable fees, and that the sequence in which West Bank formerly posted items for payment in consumer demand accounts violated various alleged duties of good faith. As West Bank understands the current claims, plaintiffs are seeking alternative remedies that include injunctive relief, damages (including treble damages), punitive damages, refund of fees and attorney fees. West Bank believes the lawsuit allegations are incorrect both factually and legally in multiple ways and is vigorously defending the action. Substantial discovery has been completed. West Bank has filed three motions for summary judgment and the plaintiffs have filed a motion for class certification. Hearings were held on all motions in early January 2014. West Bank expects rulings on all of the motions during the next few months. The Iowa Rules of Civil Procedure provide a right to appeal an order certifying or refusing to certify an action as a class action to the Iowa Supreme Court. The summary judgment issues would also likely be considered in any such appeal. If an appeal related to the pending motions is taken, it will not be completed in 2014. The amount of potential loss, if any, cannot be reasonably estimated now because the multiple alternative claims involve different time periods and present different defenses related to potential liability, class certification and damages.
In the normal course of business, the Company and West Bank are involved in various other legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the consolidated financial statements.
Note 17.18. Fair Value Measurements
Accounting guidance on fair value measurements and disclosures defines fair value and establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fairsystem. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.
The Company's balance sheet contains investment securities available for sale and derivative instruments that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:
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 Company's policy is to recognize transfers between Levels at the end of each reporting period, if applicable. There were no transfers between Levels of the fair value hierarchy during 20132016 or 20122015.
The following is a description of valuation methodologies used for financial assets and liabilities recorded at fair value on a recurring basis.
Investment securities available for sale: When available, quoted market prices are used to determine the fair value of investment securities. If quoted market prices are not available, the Company determines fair value based on various sources and may apply matrix pricing with observable prices for similar bonds where a price for the identical bond is not observable. The fair values of these securities are determined by pricing models that consider observable market data such as interest rate volatilities, LIBOR yield curve, credit spreads, prices from market makers and live trading systems. Level 1 securities include certain corporate bonds and preferred stocks, and would include U.S. Treasuries, if any were held. Level 2 securities include U.S. government and agency securities, collateralized mortgage obligations, mortgage-backed securities, state and political subdivision securities and certain corporate bonds andone trust preferred securities. Certainsecurity. The Company currently holds no investment securities are not valued based on observable inputs and are, therefore, classified as Level 3. The fair value of these securities is based on management's best estimates.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Generally, management obtains the fair value of investment securities at the end of each reporting period via a third-party pricing service. Management, with the assistance of an independent investment advisoryportfolio management firm, reviewed the valuation process used by the third party and believed that process was valid. On a quarterly basis, management corroborates the fair values of a randomly selected sample of investment securities by obtaining pricing from an independent investment advisoryportfolio management firm and compares the two sets of fair values. Any significant variances are reviewed and investigated. In addition, the Company institutedhas a practice of further testing the fair values ofby selecting a sample of investment securities from each category of securities. For that sample, the prices are further validated by management, with assistance from an independent investment advisoryportfolio management firm, by obtaining details of the inputs used by the pricing service. Those inputs were independently tested, and management concluded the fair values were consistent with GAAP requirements and the investment securities were properly classified in the fair value hierarchy.
Derivative instruments: The Company's derivative instruments consist of interest rate swaps, which are accounted for as cash flow hedges. The Company's derivative position ispositions are classified within Level 2 of the fair value hierarchy and isare valued using models generally accepted in the financial services industry and that use actively quoted or observable market input values from external market data providers and/or non-bindingnonbinding broker-dealer quotations. The fair value of the derivative isderivatives are determined using discounted cash flow models. These models’ key assumptions include the contractual terms of the respective contract along with significant observable inputs, including interest rates, yield curves, nonperformance risk and volatility. Derivative contracts are executed with a Credit Support Annex, which is a bilateral ratings-sensitive agreement that requires collateral postings at established credit threshold levels. These agreements protect the interests
West Bancorporation, Inc. and its counterparties should either party suffer a credit rating deterioration.Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis by level as of December 31, 20132016 and 20122015.
| | | | | 2013 | | 2016 |
| Description | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 |
| Financial assets: | | | | | | | | | |
| Investment securities available for sale: | | | | | | | | | | | | | | | | |
| U.S. government agencies and corporations | | $ | 12,871 |
| | $ | — |
| | $ | 12,871 |
| | $ | — |
| | $ | 2,593 |
| | $ | — |
| | $ | 2,593 |
| | $ | — |
|
| State and political subdivisions | | 87,788 |
| | — |
| | 87,788 |
| | — |
| | 64,336 |
| | — |
| | 64,336 |
| | — |
|
| Collateralized mortgage obligations | | 168,648 |
| | — |
| | 168,648 |
| | — |
| | 101,950 |
| | — |
| | 101,950 |
| | — |
|
| Mortgage-backed securities | | 58,156 |
| | — |
| | 58,156 |
| | — |
| | 80,158 |
| | — |
| | 80,158 |
| | — |
|
| Trust preferred securities | | 2,745 |
| | — |
| | 895 |
| | 1,850 |
| |
| Corporate notes and equity securities | | 15,008 |
| | 14,708 |
| | 300 |
| | — |
| |
| Total investment securities available for sale | | 345,216 |
| | 14,708 |
| | 328,658 |
| | 1,850 |
| |
| Derivative instruments: | | | | | | | | | |
| Interest rate swaps | | 3,415 |
| | — |
| | 3,415 |
| | — |
| |
| Total assets measured at fair value on a recurring basis | | $ | 348,631 |
| | $ | 14,708 |
| | $ | 332,073 |
| | $ | 1,850 |
| |
| Trust preferred security | | | 1,250 |
| | — |
| | 1,250 |
| | — |
|
| Corporate notes | | | 10,350 |
| | 10,050 |
| | 300 |
| | — |
|
| Derivative instrument, interest rate swap | | | 1,068 |
| | — |
| | 1,068 |
| | — |
|
| | | | | | | | | | |
| Financial liabilities: | | | | | | | | | |
| Derivative instrument, interest rate swap | | | $ | 496 |
| | $ | — |
| | $ | 496 |
| | $ | — |
|
| | | | | 2012 | | 2015 |
| Description | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 |
| Financial assets: | | | | | | | | | |
| Investment securities available for sale: | | | | | | | | | | | | | | | | |
| U.S. government agencies and corporations | | $ | 13,034 |
| | $ | — |
| | $ | 13,034 |
| | $ | — |
| | $ | 2,692 |
| | $ | — |
| | $ | 2,692 |
| | $ | — |
|
| State and political subdivisions | | 56,761 |
| | — |
| | 56,761 |
| | — |
| | 73,079 |
| | — |
| | 73,079 |
| | — |
|
| Collateralized mortgage obligations | | 173,594 |
| | — |
| | 173,594 |
| | — |
| | 132,615 |
| | — |
| | 132,615 |
| | — |
|
| Mortgage-backed securities | | 38,424 |
| | — |
| | 38,424 |
| | — |
| | 101,088 |
| | — |
| | 101,088 |
| | — |
|
| Trust preferred securities | | 2,095 |
| | — |
| | 761 |
| | 1,334 |
| |
| Trust preferred security | | | 1,105 |
| | — |
| | 1,105 |
| | — |
|
| Corporate notes and equity securities | | 8,406 |
| | 7,780 |
| | 626 |
| | — |
| | 10,135 |
| | 9,835 |
| | 300 |
| | — |
|
| Total assets measured at fair value on a recurring basis | | 292,314 |
| | 7,780 |
| | 283,200 |
| | 1,334 |
| |
| | | | | | | | | | | | | | | | | |
| Derivative instruments: | | | | | | | | | |
| Interest rate swaps | | $ | 744 |
| | $ | — |
| | $ | 744 |
| | $ | — |
| |
| Total liabilities measured at fair value on a recurring basis | | $ | 744 |
| | $ | — |
| | $ | 744 |
| | $ | — |
| |
| Financial liabilities: | | | | | | | | | |
| Derivative instrument, interest rate swap | | | $ | 774 |
| | $ | — |
| | $ | 774 |
| | $ | — |
|
The following table presents changes in investment securities available for sale with significant unobservable inputs (Level 3) for the year ended December 31, 2014. The activity in the table consists of one pooled trust preferred security, which was sold in December 2014.
|
| | | | | | | |
| Investment securities available for sale: | | | | | 2014 |
| Beginning balance | | | | | $ | 1,850 |
|
| Transfer into Level 3 | | | | | — |
|
| Total gains or (losses): | | | | | |
| Included in earnings | | | | | (493 | ) |
| Included in other comprehensive income | | | | | 2,321 |
|
| Sale of security | | | | | (3,593 | ) |
| Principal payments | | | | | (85 | ) |
| Ending balance | | | | | $ | — |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following table presents changes in investment securities available for sale with significant unobservable inputs (Level 3) for the years ended December 31, 2013, 2012 and 2011. The activity in the table consists of one pooled TPS (ALESCO Preferred Funding X, Ltd.)
|
| | | | | | | | | | | |
| Investment securities available for sale: | 2013 | | 2012 | | 2011 |
| Beginning balance | $ | 1,334 |
| | $ | 1,245 |
| | $ | 1,339 |
|
| Transfer into Level 3 | — |
| | — |
| | — |
|
| Total gains or (losses): | |
| | |
| | |
| Included in earnings | — |
| | (203 | ) | | (99 | ) |
| Included in other comprehensive income | 516 |
| | 292 |
| | 5 |
|
| Sale of security | — |
| | — |
| | — |
|
| Principal payments | — |
| | — |
| | — |
|
| Ending balance | $ | 1,850 |
| | $ | 1,334 |
| | $ | 1,245 |
|
The following tables present additional quantitative information about assets measured on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value as of December 31, 2013 and 2012.
|
| | | | | | | | | | |
| | | December 31, 2013 |
| | | Fair Value | | Valuation Technique | | Unobservable Input | | Range (Average) |
| ALESCO Preferred Funding X, Ltd. | | $ | 1,850 |
| | Discounted cash flow | | Discount rate | | N/A (17.0%) |
| | | | | | | | | |
| | | | | | | Prepayment rate | | 0.0% - 75.0% (5.6%) |
| | | | | | | | | |
| | | | | | | Probability of default | | 1.9% - 100.0% (18.9%) |
| | | | | | | | | |
| | | | | | | Expected losses on | | 20.0% - 100.0% (88.3%) |
| | | | | | | defaulted collateral | | |
| | | | | | | | | |
| | | | | | | Recovery probabilities | | 0.0% - 75.0% (29.8%) |
| | | | | | | for deferring collateral | | |
|
| | | | | | | | | | |
| | | December 31, 2012 |
| | | Fair Value | | Valuation Technique | | Unobservable Input | | Range (Average) |
| ALESCO Preferred Funding X, Ltd. | | $ | 1,334 |
| | Discounted cash flow | | Discount rate | | N/A (16.8%) |
| | | | | | | | | |
| | | | | | | Prepayment rate | | 0.0% - 75.0% (5.2%) |
| | | | | | | | | |
| | | | | | | Probability of default | | 2.8% - 100.0% (19.4%) |
| | | | | | | | | |
| | | | | | | Expected losses on | | 85.0% - 100.0% (88.5%) |
| | | | | | | defaulted collateral | | |
| | | | | | | | | |
| | | | | | | Recovery probabilities | | 0.0% - 75.0% (26.3%) |
| | | | | | | for deferring collateral | | |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
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 tables present those assets carried on the balance sheet by caption and by level within the valuation hierarchy asAs of December 31, 20132016 and 2012.
|
| | | | | | | | | | | | | | | | |
| | 2013 |
| Description | | Total | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | | |
| Impaired loans | | $ | 1,270 |
| | $ | — |
| | $ | — |
| | $ | 1,270 |
|
| Other real estate owned | | 5,800 |
| | — |
| | — |
| | 5,800 |
|
| Total | | $ | 7,070 |
| | $ | — |
| | $ | — |
| | $ | 7,070 |
|
|
| | | | | | | | | | | | | | | | |
| | 2012 |
| Description | | Total | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | | |
| Impaired loans | | $ | 5,182 |
| | $ | — |
| | $ | — |
| | $ | 5,182 |
|
| Other real estate owned | | 8,304 |
| | — |
| | — |
| | 8,304 |
|
| Total | | $ | 13,486 |
| | $ | — |
| | $ | — |
| | $ | 13,486 |
|
Loans in the previous tables consist2015, impaired loans of impaired loans$0 and $98, respectively, for which a fair value adjustment was recorded.recorded, were classified as Level 3. Impaired loans are evaluated and valued at the lower of cost or fair value when the loan is identified as impaired. Fair value is measured based on the value of the collateral securing these loans. Collateral may beThe types of collateral vary widely and could include accounts receivables, inventory, a variety of equipment and real estate or business assets such as equipment, inventory or accounts receivable. Fair value is determined by management evaluations or independent appraisals. Appraised or reported values may be discounted based on management's opinions concerning market developments or the client's business. Other real estate owned in the tables above consists of property acquired through foreclosures and settlements of loans. Property acquired is carried at fair value of the property less estimated disposal costs. Fair value of other real estate owned is determined by management obtaining appraisals or other market value information at the time of acquisition, is updated at least annually and may be discounted.
The following tables present additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value as of December 31, 2013 and 2012.
|
| | | | | | | | | | |
| | | December 31, 2013 |
| | | Fair Value | | Valuation Technique | | Unobservable Input | | Range (Average) |
| Impaired loans | | $ | 1,270 |
| | Evaluation of collateral | | Estimation of value | | NM* |
| Other real estate owned | | 5,800 |
| | Appraisal | | Appraisal adjustment | | 0.0% - 50.0% (10.6%) |
|
| | | | | | | | | | |
| | | December 31, 2012 |
| | | Fair Value | | Valuation Technique | | Unobservable Input | | Range (Average) |
| Impaired loans | | $ | 5,182 |
| | Evaluation of collateral | | Estimation of value | | NM* |
| Other real estate owned | | 8,304 |
| | Appraisal | | Appraisal adjustment | | 0.0% - 50.0% (28.4%) |
* Not Meaningful.estate. Evaluations of the underlying assets are completed for each impaired loan with a specific reserve. The types of collateral vary widely and could include accounts receivable, inventory, a variety of equipment and real estate. Collateral evaluations are reviewed and discounted as appropriate based on knowledge of the specific type of collateral. In the case of real estate, an independent appraisal may be obtained. Types of discounts considered includeincluded aging of receivables, condition of the collateral, potential market for the collateral and estimated disposal costs. These discounts will vary from loan to loan thus providing a range would notand may be meaningful.
Table of Contentsdiscounted based on management's opinions concerning market developments or the client's business.West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
GAAP requires disclosure of the fair value of financial assets and financial liabilities, including those that are not measured and reported at fair value on a recurring or nonrecurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or nonrecurring basis are discussed above. The methodologies for other financial assets and financial liabilities are discussed below.
Cash and due from banks: The carrying amount approximates fair value.
Federal funds sold and other short-term investments: The carrying amount approximates fair value.
Investment securities held to maturity: The fair values of these securities, which are all state and political subdivisions, are determined by the same method described previously for investment securities available for sale.
FHLB stock: The fair value of this restricted stock is estimated at its carrying value and redemption price of $100 per share.
Loans held for sale: The fair values of loans held for sale are based on estimated sales prices.
Loans: The fair values of fixed rate loans are estimated using discounted cash flow analysis based on observable market interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The carrying values of variable rate loans approximate their fair values.
Deposits: The carrying amounts for demand and savings deposits, which represent the amounts payable on demand, approximate their fair values. The fair values for fixed rate certificates of deposittime deposits are estimated using discounted cash flow analysis, based on observable market interest rates currently being offered on certificatestime deposits with similar terms. The carrying values of variable rate certificates of deposit approximate their fair values.
Accrued interest receivable and payable: The fair values of both accrued interest receivable and payable approximate their carrying amounts.
Borrowings: The carrying amounts of federal funds purchased, securities sold under agreements to repurchaseshort-term borrowings, variable rate FHLB advances and variable rate long-term borrowings approximatesapproximate their fair values. Fair values of subordinated notes, fixed rate FHLB advances subordinated notes and other long-term borrowings are estimated using a discounted cash flow analysis, based on observable market interest rates currently being offered with similar terms.
Commitments to extend credit and standby letters of credit: The approximate fair values of commitments and standby letters of credit are based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and creditworthiness of the counterparties.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
The following table presents the carrying amounts and approximate fair values of financial assets and liabilities as of December 31, 20132016 and 2012.2015.
| | | | | 2013 | | 2012 | | 2016 | | 2015 |
| | Fair Value Hierarchy Level | | Carrying Amount | | Approximate Fair Value | | Carrying Amount | | Approximate Fair Value | Fair Value Hierarchy Level | | Carrying Amount | | Approximate Fair Value | | Carrying Amount | | Approximate Fair Value |
| Financial assets: | | | | | | | | | | | | | | | | |
| Cash and due from banks | Level 1 | | $ | 41,126 |
| | $ | 41,126 |
| | $ | 60,417 |
| | $ | 60,417 |
| Level 1 | | $ | 40,943 |
| | $ | 40,943 |
| | $ | 57,329 |
| | $ | 57,329 |
|
| Federal funds sold and other short-term | | | | | | | | | |
| investments | Level 1 | | 1,299 |
| | 1,299 |
| | 111,057 |
| | 111,057 |
| |
| Federal funds sold | | Level 1 | | 35,893 |
| | 35,893 |
| | 15,322 |
| | 15,322 |
|
| Investment securities available for sale | See previous table | | 345,216 |
| | 345,216 |
| | 292,314 |
| | 292,314 |
| See previous table | | 260,637 |
| | 260,637 |
| | 320,714 |
| | 320,714 |
|
| Investment securities held to maturity | | Level 2 | | 48,386 |
| | 47,789 |
| | 51,259 |
| | 51,918 |
|
| Federal Home Loan Bank stock | Level 1 | | 11,851 |
| | 11,851 |
| | 11,789 |
| | 11,789 |
| Level 1 | | 10,771 |
| | 10,771 |
| | 12,447 |
| | 12,447 |
|
| Loans held for sale | Level 2 | | 2,230 |
| | 2,242 |
| | 3,363 |
| | 3,409 |
| |
Loans, net (1) | Level 2 | | 977,929 |
| | 990,811 |
| | 911,872 |
| | 928,048 |
| Level 2 | | 1,383,758 |
| | 1,382,569 |
| | 1,231,721 |
| | 1,235,336 |
|
| Accrued interest receivable | Level 1 | | 4,007 |
| | 4,007 |
| | 3,652 |
| | 3,652 |
| Level 1 | | 5,321 |
| | 5,321 |
| | 4,688 |
| | 4,688 |
|
| Interest rate swaps | See previous table | | 3,415 |
| | 3,415 |
| | — |
| | — |
| |
| Interest rate swap | | See previous table | | 1,068 |
| | 1,068 |
| | — |
| | — |
|
| Financial liabilities: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Deposits | Level 2 | | $ | 1,163,842 |
| | $ | 1,165,112 |
| | $ | 1,134,576 |
| | $ | 1,136,378 |
| Level 2 | | $ | 1,546,605 |
| | $ | 1,546,307 |
| | $ | 1,440,729 |
| | $ | 1,440,762 |
|
| Federal funds purchased and securities | | | | | | | | | |
| sold under agreements to repurchase | Level 1 | | 16,622 |
| | 16,622 |
| | 55,596 |
| | 55,596 |
| |
| Federal funds purchased | | Level 1 | | 9,690 |
| | 9,690 |
| | 2,760 |
| | 2,760 |
|
| Short-term borrowings | | Level 1 | | — |
| | — |
| | 19,000 |
| | 19,000 |
|
| Subordinated notes, net | | Level 2 | | 20,398 |
| | 12,703 |
| | 20,385 |
| | 11,674 |
|
| Federal Home Loan Bank advances, net | | Level 2 | | 99,886 |
| | 99,959 |
| | 98,385 |
| | 98,812 |
|
| Long-term debt, net | | Level 2 | | 5,126 |
| | 5,054 |
| | 8,405 |
| | 8,314 |
|
| Accrued interest payable | Level 1 | | 429 |
| | 429 |
| | 472 |
| | 472 |
| Level 1 | | 280 |
| | 280 |
| | 343 |
| | 343 |
|
| Subordinated notes | Level 2 | | 20,619 |
| | 11,819 |
| | 20,619 |
| | 12,010 |
| |
| Federal Home Loan Bank advances, net | Level 2 | | 95,392 |
| | 94,785 |
| | 93,890 |
| | 95,741 |
| |
| Long-term debt | Level 2 | | 15,935 |
| | 16,112 |
| | — |
| | — |
| |
| Interest rate swaps | See previous table | | — |
| | — |
| | 744 |
| | 744 |
| |
| Interest rate swap | | See previous table | | 496 |
| | 496 |
| | 774 |
| | 774 |
|
| Off-balance-sheet financial instruments: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
| Commitments to extend credit | Level 3 | | — |
| | — |
| | — |
| | — |
| Level 3 | | — |
| | — |
| | — |
| | — |
|
| Standby letters of credit | Level 3 | | — |
| | — |
| | — |
| | — |
| Level 3 | | — |
| | — |
| | — |
| | — |
|
| |
| (1) | All loans are Level 2 except impaired loans of $1,270$0 and $5,182$98 as of December 31, 20132016 and 2012,2015, respectively, which are Level 3. |
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 18.19. West Bancorporation, Inc. (Parent Company Only) Condensed Financial Statements
| | Balance Sheets | | December 31, 2013 and 2012 | |
| December 31, 2016 and 2015 | | December 31, 2016 and 2015 |
| | | 2013 | | 2012 | | 2016 | | 2015 |
| ASSETS | | | | | | | | |
| Cash | | $ | 6,705 |
| | $ | 6,999 |
| | $ | 3,945 |
| | $ | 13,775 |
|
| Investment securities available for sale | | 1,850 |
| | 1,334 |
| |
| Investment in West Bank | | 139,822 |
| | 135,987 |
| | 168,302 |
| | 159,038 |
|
| Investment in West Bancorporation Capital Trust I | | 619 |
| | 619 |
| | 619 |
| | 619 |
|
| Premises, net | | 3,967 |
| | 2,371 |
| | 18,194 |
| | 7,898 |
|
| Other real estate owned | | 5,456 |
| | 6,907 |
| |
| Other assets | | 1,869 |
| | 1,285 |
| | 1,256 |
| | 111 |
|
| Total assets | | $ | 160,288 |
| | $ | 155,502 |
| | $ | 192,316 |
| | $ | 181,441 |
|
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | |
| | |
| | |
| | |
|
| LIABILITIES | | |
| | |
| | |
| | |
|
| Accrued expenses and other liabilities | | $ | 109 |
| | $ | 296 |
| | $ | 1,416 |
| | $ | 274 |
|
| Subordinated notes | | 20,619 |
| | 20,619 |
| |
| Long-term debt | | 15,935 |
| | — |
| |
| Subordinated notes, net | | | 20,398 |
| | 20,385 |
|
| Long-term debt, net | | | 5,126 |
| | 8,405 |
|
| Total liabilities | | 36,663 |
| | 20,915 |
| | 26,940 |
| | 29,064 |
|
| STOCKHOLDERS' EQUITY | | |
| | |
| | |
| | |
|
| Preferred stock | | — |
| | — |
| | — |
| | — |
|
| Common stock | | 3,000 |
| | 3,000 |
| | 3,000 |
| | 3,000 |
|
| Additional paid-in capital | | 18,411 |
| | 33,805 |
| | 21,462 |
| | 20,067 |
|
| Retained earnings | | 105,752 |
| | 95,856 |
| | 141,956 |
| | 129,740 |
|
| Accumulated other comprehensive income (loss) | | (3,538 | ) | | 1,926 |
| |
| Accumulated other comprehensive (loss) | | | (1,042 | ) | | (430 | ) |
| Total stockholders' equity | | 123,625 |
| | 134,587 |
| | 165,376 |
| | 152,377 |
|
| Total liabilities and stockholders' equity | | $ | 160,288 |
| | $ | 155,502 |
| | $ | 192,316 |
| | $ | 181,441 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
| | Statements of Income | | Years Ended December 31, 2013, 2012, and 2011 | |
| Years Ended December 31, 2016, 2015 and 2014 | | Years Ended December 31, 2016, 2015 and 2014 |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Operating income: | | | | | | | | | | | | |
| Equity in net income of West Bank | | $ | 18,609 |
| | $ | 17,700 |
| | $ | 17,398 |
| | $ | 23,544 |
| | $ | 22,546 |
| | $ | 19,773 |
|
| Equity in net income of West Bancorporation Capital Trust I | | 21 |
| | 22 |
| | 21 |
| | 23 |
| | 21 |
| | 21 |
|
| Interest and dividend income | | — |
| | 44 |
| | 49 |
| |
| Investment securities impairment losses | | — |
| | (203 | ) | | (99 | ) | |
| Gain on disposition of premises | | | — |
| | — |
| | 1,627 |
|
| Realized investment securities loss | | | — |
| | — |
| | (493 | ) |
| Intercompany rental income | | 145 |
| | 36 |
| | — |
| | 503 |
| | 207 |
| | 126 |
|
| Other income | | — |
| | — |
| | 55 |
| |
| Other rental income | | | 50 |
| | 43 |
| | — |
|
| Total operating income | | 18,775 |
| | 17,599 |
| | 17,424 |
| | 24,120 |
| | 22,817 |
| | 21,054 |
|
| Operating expenses: | | | | | | | | | | | | |
| Interest on subordinated notes | | 711 |
| | 751 |
| | 715 |
| | 728 |
| | 705 |
| | 753 |
|
| Interest on long-term debt | | 188 |
| | — |
| | — |
| | 145 |
| | 232 |
| | 297 |
|
| Occupancy | | 49 |
| | 10 |
| | — |
| | 280 |
| | 170 |
| | 78 |
|
| Other real estate owned expense | | 1,511 |
| | 1,011 |
| | 2,021 |
| |
| Other real estate owned | | | — |
| | 10 |
| | 1,725 |
|
| Other expenses | | 686 |
| | 590 |
| | 512 |
| | 443 |
| | 486 |
| | 604 |
|
| Total operating expenses | | 3,145 |
| | 2,362 |
| | 3,248 |
| | 1,596 |
| | 1,603 |
| | 3,457 |
|
| Income before income taxes | | 15,630 |
| | 15,237 |
| | 14,176 |
| | 22,524 |
| | 21,214 |
| | 17,597 |
|
| Income tax benefits | | (1,261 | ) | | (774 | ) | | (1,092 | ) | | (492 | ) | | (528 | ) | | (2,443 | ) |
| Net income | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 15,268 |
| | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
| | Statements of Cash Flows | | Years Ended December 31, 2013, 2012, and 2011 | |
| Years Ended December 31, 2016, 2015 and 2014 | | Years Ended December 31, 2016, 2015 and 2014 |
| | | 2013 | | 2012 | | 2011 | | 2016 | | 2015 | | 2014 |
| Cash Flows from Operating Activities: | | | | | | | | | | | | |
| Net income | | $ | 16,891 |
| | $ | 16,011 |
| | $ | 15,268 |
| | $ | 23,016 |
| | $ | 21,742 |
| | $ | 20,040 |
|
| Adjustments to reconcile net income to net cash provided by | | | | |
| | |
| | | | |
| | |
|
| operating activities: | | | | |
| | |
| | | | |
| | |
|
| Equity in net income of West Bank | | (18,609 | ) | | (17,700 | ) | | (17,398 | ) | | (23,544 | ) | | (22,546 | ) | | (19,773 | ) |
| Equity in net income of West Bancorporation Capital Trust I | | (21 | ) | | (22 | ) | | (21 | ) | | (23 | ) | | (21 | ) | | (21 | ) |
| Dividends received from West Bank | | 19,200 |
| | 12,500 |
| | 42,035 |
| | 14,400 |
| | 13,900 |
| | 12,700 |
|
| Dividends received from West Bancorporation Capital Trust I | | 21 |
| | 22 |
| | 21 |
| | 23 |
| | 21 |
| | 21 |
|
| Investment securities impairment losses | | — |
| | 203 |
| | 99 |
| |
| Realized investment securities loss | | | — |
| | — |
| | 493 |
|
| Amortization | | 20 |
| | 14 |
| | 14 |
| | 20 |
| | 23 |
| | 26 |
|
| Depreciation | | 43 |
| | 10 |
| | — |
| | 244 |
| | 139 |
| | 39 |
|
| Loss on disposition of premises | | — |
| | 36 |
| | — |
| |
| Gain on disposition of premises | | | — |
| | — |
| | (1,627 | ) |
| Write-down of other real estate owned | | 1,341 |
| | 943 |
| | 1,902 |
| | — |
| | — |
| | 1,681 |
|
| Loss on sale of other real estate owned | | 70 |
| | — |
| | 50 |
| | — |
| | 8 |
| | 10 |
|
| Deferred income tax benefits | | (412 | ) | | (343 | ) | | (726 | ) | |
| Deferred income tax (benefits) | | | 97 |
| | 99 |
| | 362 |
|
| Change in assets and liabilities: | | | | | | | | | | | | |
| (Increase) decrease in other assets | | (219 | ) | | 25 |
| | 1,210 |
| | (79 | ) | | 1,428 |
| | (1,248 | ) |
| Increase (decrease) in accrued expenses and other liabilities | | (137 | ) | | 65 |
| | (214 | ) | | 641 |
| | (31 | ) | | (32 | ) |
| Net cash provided by operating activities | | 18,188 |
| | 11,764 |
| | 42,240 |
| | 14,795 |
| | 14,762 |
| | 12,671 |
|
| Cash Flows from Investing Activities: | | |
| | |
| | |
| | |
| | |
| | |
|
| Net change in loans | | — |
| | 2,000 |
| | — |
| |
| Purchases of premises from West Bank | | — |
| | (2,339 | ) | | — |
| |
| Other purchases of premises | | (874 | ) | | (43 | ) | | — |
| |
| Net proceeds from sales of other real estate owned | | 280 |
| | — |
| | 195 |
| |
| Payments for other real estate owned improvements | | (291 | ) | | — |
| | — |
| |
| Capital contribution to West Bank | | (10,000 | ) | | — |
| | — |
| |
| Proceeds from paydown on securities available for sale | | | — |
| | — |
| | 85 |
|
| Proceeds from sales of premises | | | — |
| | — |
| | 3,000 |
|
| Purchases of premises | | | (10,539 | ) | | (1,386 | ) | | (4,097 | ) |
| Proceeds from sales of other real estate owned | | | — |
| | 2,227 |
| | 1,530 |
|
| Proceeds from settlement of other assets | | | — |
| | 3,593 |
| | — |
|
| Net cash provided by (used in) investing activities | | (10,885 | ) | | (382 | ) | | 195 |
| | (10,539 | ) | | 4,434 |
| | 518 |
|
| Cash Flows from Financing Activities: | | |
| | |
| | |
| | |
| | |
| | |
|
| Proceeds from long-term debt | | 16,000 |
| | — |
| | — |
| |
| Principal payments on long-term debt | | (830 | ) | | — |
| | — |
| | (3,286 | ) | | (4,261 | ) | | (3,260 | ) |
| Common stock cash dividends | | (6,995 | ) | | (6,265 | ) | | (2,959 | ) | | (10,800 | ) | | (9,952 | ) | | (7,842 | ) |
| Preferred stock dividends paid | | — |
| | — |
| | (1,120 | ) | |
| Redemption of preferred stock | | — |
| | — |
| | (36,000 | ) | |
| Repurchase of common stock warrant | | — |
| | — |
| | (700 | ) | |
| Repurchase and cancellation of common stock | | (15,774 | ) | | — |
| | — |
| |
| Tax withholding related to net share settlements of restricted stock units | | (14 | ) | | — |
| | — |
| |
| Excess tax benefits from vesting of restricted stock units | | 16 |
| | — |
| | — |
| |
| Net cash used in financing activities | | (7,597 | ) | | (6,265 | ) | | (40,779 | ) | | (14,086 | ) | | (14,213 | ) | | (11,102 | ) |
| Net increase (decrease) in cash | | (294 | ) | | 5,117 |
| | 1,656 |
| | (9,830 | ) | | 4,983 |
| | 2,087 |
|
| Cash: | | | | | | |
| | | | | | |
|
| Beginning | | 6,999 |
| | 1,882 |
| | 226 |
| | 13,775 |
| | 8,792 |
| | 6,705 |
|
| Ending | | $ | 6,705 |
| | $ | 6,999 |
| | $ | 1,882 |
| | $ | 3,945 |
| | $ | 13,775 |
| | $ | 8,792 |
|
| | | | | | | | | | | | | |
| Supplemental Disclosure of Noncash Investing and Financing Activities: | | | | | | | | | | | | |
| Purchase of premises financed by issuance of long-term debt | | $ | 765 |
| | $ | — |
| | $ | — |
| |
| Transfer of securities available for sale to other assets, sale not settled | | | — |
| | — |
| | 3,593 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(dollars in thousands, except per share data)
Note 19.20. Selected Quarterly Financial Data (unaudited)
| | | | | 2013 | | 2016 |
| Three months ended | | March 31 | | June 30 | | September 30 | | December 31 | | March 31 | | June 30 | | September 30 | | December 31 |
| Interest income | | $ | 12,572 |
| | $ | 13,261 |
| | $ | 13,444 |
| | $ | 13,464 |
| | $ | 15,524 |
| | $ | 16,209 |
| | $ | 16,696 |
| | $ | 16,565 |
|
| Interest expense | | 1,748 |
| | 1,728 |
| | 1,818 |
| | 1,764 |
| | 1,825 |
| | 1,936 |
| | 1,975 |
| | 2,140 |
|
| Net interest income | | 10,824 |
| | 11,533 |
| | 11,626 |
| | 11,700 |
| | 13,699 |
| | 14,273 |
| | 14,721 |
| | 14,425 |
|
| Provision for loan losses | | 150 |
| | — |
| | (1,000 | ) | | — |
| | 200 |
| | 500 |
| | 200 |
| | 100 |
|
| Net interest income after provision for loan losses | | 10,674 |
| | 11,533 |
| | 12,626 |
| | 11,700 |
| | 13,499 |
| | 13,773 |
| | 14,521 |
| | 14,325 |
|
| Noninterest income | | 2,221 |
| | 2,017 |
| | 2,130 |
| | 2,135 |
| | 2,230 |
| | 1,903 |
| | 1,919 |
| | 1,930 |
|
| Noninterest expense | | 7,246 |
| | 7,415 |
| | 8,413 |
| | 7,751 |
| | 7,799 |
| | 7,819 |
| | 7,993 |
| | 7,537 |
|
| Income before income taxes | | 5,649 |
| | 6,135 |
| | 6,343 |
| | 6,084 |
| | 7,930 |
| | 7,857 |
| | 8,447 |
| | 8,718 |
|
| Income taxes | | 1,701 |
| | 1,837 |
| | 1,980 |
| | 1,802 |
| | 2,234 |
| | 2,381 |
| | 2,634 |
| | 2,687 |
|
| Net income | | $ | 3,948 |
| | $ | 4,298 |
| | $ | 4,363 |
| | $ | 4,282 |
| | $ | 5,696 |
| | $ | 5,476 |
| | $ | 5,813 |
| | $ | 6,031 |
|
| | | | | | | | | | | | | | | | | |
| Basic earnings per common share | | $ | 0.23 |
| | $ | 0.25 |
| | $ | 0.27 |
| | $ | 0.27 |
| | $ | 0.35 |
| | $ | 0.34 |
| | $ | 0.36 |
| | $ | 0.37 |
|
| Diluted earnings per common share | | $ | 0.23 |
| | $ | 0.25 |
| | $ | 0.27 |
| | $ | 0.27 |
| | $ | 0.35 |
| | $ | 0.34 |
| | $ | 0.36 |
| | $ | 0.37 |
|
|
| | | | | | | | | | | | | | | | |
| | | 2012 |
| Three months ended | | March 31 | | June 30 | | September 30 | | December 31 |
| Interest income | | $ | 12,706 |
| | $ | 12,896 |
| | $ | 12,553 |
| | $ | 12,507 |
|
| Interest expense | | 2,528 |
| | 2,505 |
| | 2,296 |
| | 2,135 |
|
| Net interest income | | 10,178 |
| | 10,391 |
| | 10,257 |
| | 10,372 |
|
| Provision for loan losses | | — |
| | — |
| | 300 |
| | 325 |
|
| Net interest income after provision for loan losses | | 10,178 |
| | 10,391 |
| | 9,957 |
| | 10,047 |
|
| Noninterest income | | 2,401 |
| | 3,346 |
| | 2,548 |
| | 2,699 |
|
| Noninterest expense | | 6,865 |
| | 7,813 |
| | 7,104 |
| | 7,010 |
|
| Income before income taxes | | 5,714 |
| | 5,924 |
| | 5,401 |
| | 5,736 |
|
| Income taxes | | 1,737 |
| | 1,541 |
| | 1,649 |
| | 1,837 |
|
| Net income | | $ | 3,977 |
| | $ | 4,383 |
| | $ | 3,752 |
| | $ | 3,899 |
|
| | | | | | | | | |
| Basic earnings per common share | | $ | 0.23 |
| | $ | 0.25 |
| | $ | 0.22 |
| | $ | 0.22 |
|
| Diluted earnings per common share | | $ | 0.23 |
| | $ | 0.25 |
| | $ | 0.22 |
| | $ | 0.22 |
|
Table of Contents |
| | | | | | | | | | | | | | | | |
| | | 2015 |
| Three months ended | | March 31 | | June 30 | | September 30 | | December 31 |
| Interest income | | $ | 14,521 |
| | $ | 14,819 |
| | $ | 15,147 |
| | $ | 15,660 |
|
| Interest expense | | 1,558 |
| | 1,465 |
| | 1,441 |
| | 1,529 |
|
| Net interest income | | 12,963 |
| | 13,354 |
| | 13,706 |
| | 14,131 |
|
| Provision for loan losses | | — |
| | 200 |
| | 200 |
| | 450 |
|
| Net interest income after provision for loan losses | | 12,963 |
| | 13,154 |
| | 13,506 |
| | 13,681 |
|
| Noninterest income | | 1,860 |
| | 1,922 |
| | 1,935 |
| | 2,486 |
|
| Noninterest expense | | 7,446 |
| | 7,443 |
| | 7,549 |
| | 7,630 |
|
| Income before income taxes | | 7,377 |
| | 7,633 |
| | 7,892 |
| | 8,537 |
|
| Income taxes | | 2,274 |
| | 2,361 |
| | 2,466 |
| | 2,596 |
|
| Net income | | $ | 5,103 |
| | $ | 5,272 |
| | $ | 5,426 |
| | $ | 5,941 |
|
| | | | | | | | | |
| Basic earnings per common share | | $ | 0.32 |
| | $ | 0.33 |
| | $ | 0.34 |
| | $ | 0.37 |
|
| Diluted earnings per common share | | $ | 0.32 |
| | $ | 0.33 |
| | $ | 0.34 |
| | $ | 0.37 |
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Within the two years prior to the date of the most recent financial statements, there have been no changes in or disagreements with accountants of the Company.
ITEM 9A. CONTROLS AND PROCEDURES
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(e)) 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 arewere effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 iswas recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
Management's annual reportReport on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). The Company's internal control system is a process designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Internal control over financial reporting of the Company includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.
Because of inherent limitations in any system of internal control, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, internal control effectiveness may vary over time.
Management assessed the Company's internal control over financial reporting as of December 31, 2016. This assessment was based on criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework in 2013. Based on this assessment, the Chief Executive Officer and Chief Financial Officer assert that the Company maintained effective internal control over financial reporting as of December 31, 2016 based on the specified criteria.
The Company's independent registered public accounting firm, which audited the consolidated financial statements included in this annual report, has issued a report on the Company's internal control over financial reporting as of December 31, 2016 that appears in Item 8 of this Form 10-K.
The audit report of the Company's independent registered public accounting firm on the effectiveness of the Company's internal control over financial reporting appearsChanges in Item 8 of this Form 10-K.Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of 20132016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
The Company has no information to be disclosed under this item.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information for directors and executive officers as required pursuant to Item 401 of Regulation S-K can be found at pages 7 through 9under the captions "Proposals for Annual Meeting—Item 1. - Election of Directors" and pages 16"Governance and 17Board of Directors—Executive Officers of the Company" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company's directors and executive officers and persons who own more than 10 percent of the Company's common stock file initial reports of ownership and reports of changes of ownership with the SEC and Nasdaq.SEC. Reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company has not received any Section 16(a) formforms indicating that any one person owns more than 10 percent of the Company's stock, and the Company does not know of any one stockholder who owns more than 10 percent of the Company's stock. Based solely on its review of the copies of Section 16(a) forms received from its directors and executive officers and written representations that no other reports were required, the Company believes that all Section 16(a) reports applicable to its directors and officers during 20132016 were filed on a timely basis.
Code of Ethics
The Company has adopted a Code of Conduct that applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and PrincipalChief Accounting Officer. A copy of the Code of Conduct is available at the Investor Relations, Corporate Governance section of the Company's website at www.westbankstrong.com, and the Company intends to satisfy its disclosure requirement by this reference.
Stockholder Recommendations for Nominees to the Board of Directors
The information required pursuant to Item 407(c)(3) of Regulation S-K can be found at page 33under the caption "General Matters—2018 Stockholder Proposals" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
Identification of Audit Committee and Audit Committee Financial Expert
The Company has a standing Audit Committee that consists of James W. Noyce, Chair, Joyce A. Chapman, George D.David R. Milligan Lou Ann Sandburg and Philip Jason Worth. The Board of Directors has determined that Mr. Noyce is an audit committee financial expert. The full Board of Directors has determined that all members of the Audit Committee are independent directors.
ITEM 11. EXECUTIVE COMPENSATION
The information required pursuant to Item 402, Item 407(e)(4) and Item 407(e)(5) of Regulation S-K can be found at pages 15, 17under the captions "Governance and 19 through 31Board of Directors—Compensation Committee Interlocks and Insider Participation," "Governance and Board of Directors—Compensation Committee Report," "Governance and Board of Directors—2016 Director Compensation" and "Executive Compensation" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Company currently maintains the West Bancorporation, Inc. 2012 Equity Incentive Plan (2012 Plan), which was approved by our shareholdersstockholders in 2012. Under the terms of the 2012 Plan, the Company may grant a total of 800,000 shares of the Company's common stock as nonqualified and incentive stock options, stock appreciation rights and stock awards. All employees, directors and service providers to the Company and its subsidiary are eligible to become participants in the 2012 Plan, except that nonemployees may not be granted incentive stock options. To date, only restricted stock units have been granted. The following table sets forth information regarding outstanding restricted stock units and shares available for future issuance under this plan as of December 31, 2013.2016.
| | | | | Number of shares to be | | Weighted-average | | Number of shares remaining available | | Number of shares to be | | Weighted-average | | Number of shares remaining available |
| | | issued upon exercise of | | exercise price of | | for future issuance under equity | | issued upon exercise of | | exercise price of | | for future issuance under equity |
| | | outstanding options, | | outstanding options, | | compensation plans (excluding shares | | outstanding options, | | outstanding options, | | compensation plans (excluding shares |
| | | warrants and rights | | warrants and rights | | reflected in column (a)) | | warrants and rights | | warrants and rights | | reflected in column (a)) |
| Plan Category | | (a) | | (b) | | (c) | | (a) | | (b) | | (c) |
| Equity compensation plans | | | | | | | | | | | | |
| approved by shareholders | | 130,337 |
| | — |
| | 656,749 |
| |
| approved by stockholders | | | 307,268 |
| | — |
| | 318,023 |
|
| Equity compensation plans not | | | | | | | | | | | | |
| approved by shareholders | | — |
| | — |
| | — |
| |
| approved by stockholders | | | — |
| | — |
| | — |
|
| Total | | 130,337 |
| | — |
| | 656,749 |
| | 307,268 |
| | — |
| | 318,023 |
|
The information required pursuant to Item 403 of Regulation S-K can be found on pages 18under the captions "Governance and 19Board of Directors—Security Ownership of Certain Beneficial Owners and Executive Officers," "Governance and Board of Directors—Other Beneficial Owners" and "Governance and Board of Directors—Change in Control Agreements" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required pursuant to Item 404 and Item 407(a) of Regulation S-K can be found at pages 11 through 13under the heading "Governance and 32Board of Directors" and under the caption "General Matters—Certain Relationships and Related Transactions" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES
The information required pursuant to Item 9(e) of Schedule 14A can be found at page 32under the heading "Independent Registered Public Accounting Firm" in the Company's definitive Proxy Statement on Form DEF 14A, which was filed with the SEC on March 6, 20141, 2017, and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits and financial statement schedules of the Company are filed as part of this report:
| |
| (a) | 1. Financial Statements |
See the consolidated financial statements on pages 57 through 104.which appear in Item 8 of this Form 10-K.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits (not covered by independent registered public accounting firms' reports) |
| |
| 3.1 | Restatement of the Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 filed with the Form 10-12G on March 11, 2002) West Bancorporation, Inc. |
| 3.2 | Articles of Amendment to the Restated Articles of Incorporation (First Amendment) filed with the Iowa Secretary of State on December 24, 2008 (incorporated herein by reference to Exhibit 3.1 filed with the Form 8-K on December 31, 2008)
|
3.3 | Articles of Amendment to the Restated Articles of Incorporation (Second Amendment) filed with the Iowa Secretary of State on December 24, 2008, designating the terms of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.2 filed with the Form 8-K on December 31, 2008)
|
3.4 | Bylaws of the Company as amended through October 17, 2007 (incorporated herein by reference to Exhibit 4.1 filed with the Form S-3 on January 30, 2009) |
| 10.1 | Lease for Main Bank Facility (incorporated herein by reference to Exhibit 10.1 filed with the Form 10-12G 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 10-12G 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 10-12G on March 11, 2002) |
| 10.4 | Assignment (incorporated herein by reference to Exhibit 10.4 filed with the Form 10-12G 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 10-12G on March 11, 2002) |
| 10.6 | Memorandum of Real Estate Contract (incorporated herein by reference to Exhibit 10.6 filed with the Form 10-12G on March 11, 2002) |
| 10.7 | Affidavit (incorporated herein by reference to Exhibit 10.7 filed with the Form 10-12G 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 10-12G on March 11, 2002) |
| 10.9 | Amendment to Lease Agreement (incorporated herein by reference to Exhibit 10.16 filed with the Form 10-K on March 3, 2005) |
| 10.10 | Consulting Agreement with David L. Miller (incorporated herein by reference to Exhibit 10.18 filed with the Form 10-Q on May 6, 2005)
|
10.11 | 2007 Amendment to Lease Agreement (incorporated herein by reference to Exhibit 10.22 filed with the Form 10-Q on May 4, 2007) |
10.12*10.11* | West Bancorporation, Inc. 2012 Equity Incentive Plan of West Bancorporation, Inc. (incorporated herein by reference to Exhibit A of the definitive proxy statement on Schedule 14A filed on March 7, 2012) |
10.13*10.12* | Form of Restricted Stock Unit Award Agreement under the West Bancorporation, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 offiled with the Form 10-Q filed on April 26, 2012) |
10.14*10.13* | Employment Agreement dated July 23, 2012, between West Bancorporation, Inc. and David D. Nelson (incorporated herein by reference to Exhibit 10.1 filed with the Form 8-K on July 25, 2012) |
10.15*10.14* | Employment Agreement dated July 23, 2012, between West Bancorporation, Inc. and Brad L. Winterbottom (incorporated herein by reference to Exhibit 10.2 filed with the Form 8-K on July 25, 2012) |
10.16*10.15* | Employment Agreement dated July 23, 2012, between West Bancorporation, Inc. and Harlee N. Olafson (incorporated herein by reference to Exhibit 10.3 filed with the Form 8-K on July 25, 2012) |
10.17*10.16* | Employment Agreement dated July 23, 2012, between West Bancorporation, Inc. and Douglas R. Gulling (incorporated herein by reference to Exhibit 10.4 filed with the Form 8-K on July 25, 2012) |
|
| |
10.18*10.17* | West Bancorporation, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.1 offiled with the Form 8-K filed on October 29, 2012) |
10.1910.18* | Stock Repurchase Agreement, by and among the Company, American Equity Investment Life Holding Company, and American Equity Life Insurance Company, dated June 4, 2013 (incorporated herein by reference to Exhibit 10.1 on the Form 8-K filed on June 6, 2013)
|
10.20 | The Employee Savings and Stock Ownership Plan, as amended(incorporated herein by reference to Exhibit 10.20 filed with the Form 10-K on March 6, 2014) |
| 21 | Subsidiaries |
| 23 | Consent of Independent Registered Public Accounting Firm |
|
| |
| 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 |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Indicates management contract or compensatory plan or arrangement. |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
|
| | |
| March 1, 2017 | By: | /s/ David D. Nelson |
| | David D. Nelson |
| | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | |
| March 1, 2017 | By: | /s/ David D. Nelson |
| | David D. Nelson |
| | Chief Executive Officer, Director and President |
| | (Principal Executive Officer and Director) |
| | |
| | |
| March 1, 2017 | By: | /s/ Douglas R. Gulling |
| | Douglas R. Gulling |
| | Executive Vice President, Treasurer and Chief Financial Officer |
| | (Principal Financial Officer) |
| | |
| | |
| March 1, 2017 | By: | /s/ Marie I. Roberts |
| | Marie I. Roberts |
| | Senior Vice President, Controller and Chief Accounting Officer |
| | (Principal Accounting Officer) |
| | |
| BOARD OF DIRECTORS | | |
| | |
| March 1, 2017 | By: | /s/ David R. Milligan |
| | David R. Milligan |
| | Chairman of the Board |
| | |
| | |
| March 1, 2017 | By: | /s/ Frank W. Berlin |
| | Frank W. Berlin |
| | |
| | |
| March 1, 2017 | By: | /s/ Joyce A. Chapman |
| | Joyce A. Chapman |
|
| | |
| March 1, 2017 | By: | /s/ Steven K. Gaer |
| | Steven K. Gaer |
| | |
| | |
| March 1, 2017 | By: | /s/ Michael J. Gerdin |
| | Michael J. Gerdin |
| | |
| | |
| March 1, 2017 | By: | /s/ Kaye R. Lozier |
| | Kaye R. Lozier |
| | |
| | |
| March 1, 2017 | By: | /s/ Sean P. McMurray |
| | Sean P. McMurray |
| | |
| | |
| March 1, 2017 | By: | /s/ George D. Milligan |
| | George D. Milligan |
| | |
| | |
| March 1, 2017 | By: | /s/ James W. Noyce |
| | James W. Noyce |
| | |
| | |
| March 1, 2017 | By: | /s/ Robert G. Pulver |
| | Robert G. Pulver |
| | |
| | |
| March 1, 2017 | By: | /s/ Lou Ann Sandburg |
| | Lou Ann Sandburg |
| | |
| | |
| March 1, 2017 | By: | /s/ Philip Jason Worth |
| | Philip Jason Worth |
EXHIBIT INDEX
The following exhibits are filed herewith:
|
| |
| Exhibit No. | Description |
| 3.1 | Restatement of the Restated Articles of Incorporation of West Bancorporation, Inc. |
| 21 | Subsidiaries |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 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 |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DED101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document |
* Indicates management contract or compensatory plan or arrangement.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
|
| | |
March 6, 2014 | By: | /s/ David D. Nelson |
| | David D. Nelson |
| | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
| | |
March 6, 2014 | By: | /s/ David D. Nelson |
| | David D. Nelson |
| | Chief Executive Officer, Director and President |
| | (Principal Executive Officer and Director) |
| | |
| | |
March 6, 2014 | By: | /s/ Douglas R. Gulling |
| | Douglas R. Gulling |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial Officer) |
| | |
| | |
March 6, 2014 | By: | /s/ Marie I. Roberts |
| | Marie I. Roberts |
| | Senior Vice President and Controller |
| | (Principal Accounting Officer) |
| | |
BOARD OF DIRECTORS | | |
| | |
March 6, 2014 | By: | /s/ David R. Milligan |
| | David R. Milligan |
| | Chairman of the Board |
| | |
| | |
March 6, 2014 | By: | /s/ Frank W. Berlin |
| | Frank W. Berlin |
| | |
| | |
March 6, 2014 | By: | /s/ Thomas A. Carlstrom |
| | Thomas A. Carlstrom |
| | |
| | |
March 6, 2014 | By: | /s/ Joyce A. Chapman |
| | Joyce A. Chapman |
|
| | |
March 6, 2014 | By: | /s/ Steven K. Gaer |
| | Steven K. Gaer |
| | |
| | |
March 6, 2014 | By: | /s/ Michael J. Gerdin |
| | Michael J. Gerdin |
| | |
| | |
March 6, 2014 | By: | /s/ Kaye R. Lozier |
| | Kaye R. Lozier |
| | |
| | |
March 6, 2014 | By: | /s/ Sean P. McMurray |
| | Sean P. McMurray |
| | |
| | |
March 6, 2014 | By: | /s/ George D. Milligan |
| | George D. Milligan |
| | |
| | |
March 6, 2014 | By: | /s/ James W. Noyce |
| | James W. Noyce |
| | |
| | |
March 6, 2014 | By: | /s/ Robert G. Pulver |
| | Robert G. Pulver |
| | |
| | |
March 6, 2014 | By: | /s/ Lou Ann Sandburg |
| | Lou Ann Sandburg |
| | |
| | |
March 6, 2014 | By: | /s/ Philip Jason Worth |
| | Philip Jason Worth |
EXHIBIT INDEX
The following exhibits are filed herewith:
|
| |
Exhibit No. | Description |
10.20 | The Employee Savings and Stock Ownership Plan, as amended |
21 | Subsidiaries |
23 | Consent of Independent Registered Public Accounting Firm |
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 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DED | XBRL Taxonomy Extension Definitions Linkbase Document |
