Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2016 |
| |
or |
| |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from __________ to __________ |
Commission File Number: 0-49677
WEST BANCORPORATION, INC.
(Exact Name of Registrant as Specified in its Charter)
|
| |
IOWA | 42-1230603 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
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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
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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions 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 Exchange Act).
Yes o No x
As of July 27, 2016, there were 16,132,540 shares of common stock, no par value, outstanding.
WEST BANCORPORATION, INC.
INDEX |
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PART I. | | |
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Item 1. | | |
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| Consolidated Statements of Stockholders' Equity for the six months ended June 30, 2016 and 2015 | |
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Item 2. | | |
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| Critical Accounting Policies | |
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Item 3. | | |
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Item 4. | | |
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PART II. | | |
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Item 1. | | |
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Item 1A. | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 5. | | |
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Item 6. | | |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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| | | | | | | | |
West Bancorporation, Inc. and Subsidiary | | | | |
Consolidated Balance Sheets | | | | |
(unaudited) | | | | |
| | | | |
(dollars in thousands) | | June 30, 2016 | | December 31, 2015 |
ASSETS | | | | |
Cash and due from banks | | $ | 42,688 |
| | $ | 57,329 |
|
Federal funds sold | | 5,456 |
| | 15,322 |
|
Cash and cash equivalents | | 48,144 |
| | 72,651 |
|
Investment securities available for sale, at fair value | | 291,939 |
| | 320,714 |
|
Investment securities held to maturity, at amortized cost (fair value of $50,565 and $51,918 at June 30, 2016 and December 31, 2015, respectively) | | 48,963 |
| | 51,259 |
|
Federal Home Loan Bank stock, at cost | | 12,439 |
| | 12,447 |
|
Loans | | 1,380,841 |
| | 1,246,688 |
|
Allowance for loan losses | | (15,829 | ) | | (14,967 | ) |
Loans, net | | 1,365,012 |
| | 1,231,721 |
|
Premises and equipment, net | | 18,719 |
| | 11,562 |
|
Accrued interest receivable | | 4,713 |
| | 4,688 |
|
Bank-owned life insurance | | 32,797 |
| | 32,834 |
|
Deferred tax assets, net | | 4,984 |
| | 6,670 |
|
Other assets | | 3,975 |
| | 3,850 |
|
Total assets | | $ | 1,831,685 |
| | $ | 1,748,396 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
LIABILITIES | | | | |
Deposits: | | | | |
Noninterest-bearing demand | | $ | 458,197 |
| | $ | 486,707 |
|
Interest-bearing demand | | 264,241 |
| | 267,824 |
|
Savings | | 677,497 |
| | 570,391 |
|
Time of $250,000 or more | | 12,870 |
| | 14,749 |
|
Other time | | 97,457 |
| | 101,058 |
|
Total deposits | | 1,510,262 |
| | 1,440,729 |
|
Federal funds purchased | | 1,240 |
| | 2,760 |
|
Short-term borrowings | | 26,000 |
| | 19,000 |
|
Subordinated notes, net of discount | | 20,392 |
| | 20,385 |
|
Federal Home Loan Bank advances, net of discount | | 99,131 |
| | 98,385 |
|
Long-term debt, net of discount | | 6,779 |
| | 8,405 |
|
Accrued expenses and other liabilities | | 6,902 |
| | 6,355 |
|
Total liabilities | | 1,670,706 |
| | 1,596,019 |
|
COMMITMENTS AND CONTINGENCIES (NOTE 8) | | | | |
STOCKHOLDERS' EQUITY | | | | |
Preferred stock, $0.01 par value; authorized 50,000,000 shares; no shares issued and outstanding at June 30, 2016 and December 31, 2015 | | — |
| | — |
|
Common stock, no par value; authorized 50,000,000 shares; 16,132,540 and 16,064,435 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | | 3,000 |
| | 3,000 |
|
Additional paid-in capital | | 20,668 |
| | 20,067 |
|
Retained earnings | | 135,598 |
| | 129,740 |
|
Accumulated other comprehensive income (loss) | | 1,713 |
| | (430 | ) |
Total stockholders' equity | | 160,979 |
| | 152,377 |
|
Total liabilities and stockholders' equity | | $ | 1,831,685 |
| | $ | 1,748,396 |
|
See Notes to Consolidated Financial Statements.
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| | | | | | | | | | | | | | | | |
West Bancorporation, Inc. and Subsidiary | | | | | | | | |
Consolidated Statements of Income | | | | | | | | |
(unaudited) | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(dollars in thousands, except per share data) | | 2016 | | 2015 | | 2016 | | 2015 |
Interest income: | | | | | | | | |
Loans, including fees | | $ | 14,303 |
| | $ | 12,999 |
| | $ | 27,769 |
| | $ | 25,621 |
|
Investment securities: | | | | | | | | |
Taxable | | 1,076 |
| | 1,042 |
| | 2,231 |
| | 2,167 |
|
Tax-exempt | | 819 |
| | 756 |
| | 1,702 |
| | 1,520 |
|
Federal funds sold | | 11 |
| | 22 |
| | 31 |
| | 32 |
|
Total interest income | | 16,209 |
| | 14,819 |
| | 31,733 |
| | 29,340 |
|
Interest expense: | | | | | | |
| | |
|
Deposits | | 824 |
| | 551 |
| | 1,529 |
| | 1,122 |
|
Federal funds purchased | | 1 |
| | 2 |
| | 3 |
| | 4 |
|
Short-term borrowings | | 17 |
| | 1 |
| | 31 |
| | 27 |
|
Subordinated notes | | 177 |
| | 176 |
| | 364 |
| | 347 |
|
Federal Home Loan Bank advances | | 879 |
| | 673 |
| | 1,751 |
| | 1,397 |
|
Long-term debt | | 38 |
| | 62 |
| | 83 |
| | 126 |
|
Total interest expense | | 1,936 |
| | 1,465 |
| | 3,761 |
| | 3,023 |
|
Net interest income | | 14,273 |
| | 13,354 |
| | 27,972 |
| | 26,317 |
|
Provision for loan losses | | 500 |
| | 200 |
| | 700 |
| | 200 |
|
Net interest income after provision for loan losses | | 13,773 |
| | 13,154 |
| | 27,272 |
| | 26,117 |
|
Noninterest income: | | | | | | |
| | |
|
Service charges on deposit accounts | | 619 |
| | 651 |
| | 1,215 |
| | 1,271 |
|
Debit card usage fees | | 475 |
| | 469 |
| | 922 |
| | 904 |
|
Trust services | | 294 |
| | 317 |
| | 591 |
| | 642 |
|
Increase in cash value of bank-owned life insurance | | 164 |
| | 178 |
| | 332 |
| | 367 |
|
Gain from bank-owned life insurance | | — |
| | — |
| | 443 |
| | — |
|
Realized investment securities gains, net | | 60 |
| | 36 |
| | 60 |
| | 47 |
|
Other income | | 291 |
| | 271 |
| | 570 |
| | 551 |
|
Total noninterest income | | 1,903 |
| | 1,922 |
| | 4,133 |
| | 3,782 |
|
Noninterest expense: | | | | | | |
| | |
|
Salaries and employee benefits | | 4,234 |
| | 4,005 |
| | 8,490 |
| | 7,995 |
|
Occupancy | | 983 |
| | 1,010 |
| | 1,934 |
| | 2,059 |
|
Data processing | | 627 |
| | 569 |
| | 1,206 |
| | 1,143 |
|
FDIC insurance | | 224 |
| | 209 |
| | 442 |
| | 411 |
|
Professional fees | | 196 |
| | 177 |
| | 430 |
| | 381 |
|
Director fees | | 230 |
| | 228 |
| | 470 |
| | 416 |
|
Other expenses | | 1,325 |
| | 1,245 |
| | 2,646 |
| | 2,484 |
|
Total noninterest expense | | 7,819 |
| | 7,443 |
| | 15,618 |
| | 14,889 |
|
Income before income taxes | | 7,857 |
| | 7,633 |
| | 15,787 |
| | 15,010 |
|
Income taxes | | 2,381 |
| | 2,361 |
| | 4,615 |
| | 4,635 |
|
Net income | | $ | 5,476 |
| | $ | 5,272 |
| | $ | 11,172 |
| | $ | 10,375 |
|
| | | | | | | | |
Basic earnings per common share | | $ | 0.34 |
| | $ | 0.33 |
| | $ | 0.69 |
| | $ | 0.65 |
|
Diluted earnings per common share | | $ | 0.34 |
| | $ | 0.33 |
| | $ | 0.69 |
| | $ | 0.65 |
|
Cash dividends declared per common share | | $ | 0.17 |
| | $ | 0.16 |
| | $ | 0.33 |
| | $ | 0.30 |
|
See Notes to Consolidated Financial Statements.
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| | | | | | | | | | | | | | | | |
West Bancorporation, Inc. and Subsidiary | | | | | | | | |
Consolidated Statements of Comprehensive Income | | | | | | |
(unaudited) | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
(dollars in thousands) | | 2016 | | 2015 | | 2016 | | 2015 |
Net income | | $ | 5,476 |
| | $ | 5,272 |
| | $ | 11,172 |
| | $ | 10,375 |
|
Other comprehensive income (loss): | | | | | | |
| | |
|
Unrealized gains (losses) on available for sale securities: | | | | | | | | |
Unrealized holding gains (losses) arising during the period | | 1,785 |
| | (2,589 | ) | | 4,470 |
| | (560 | ) |
Less: reclassification adjustment for net gains realized in net income | | (60 | ) | | (36 | ) | | (60 | ) | | (47 | ) |
Less: reclassification adjustment for amortization of net unrealized gains to interest income on securities transferred from available for sale to held to maturity | | (91 | ) | | (9 | ) | | (115 | ) | | (19 | ) |
Income tax benefit (expense) | | (621 | ) | | 1,001 |
| | (1,632 | ) | | 238 |
|
Other comprehensive income (loss) on available for sale securities | | 1,013 |
| | (1,633 | ) | | 2,663 |
| | (388 | ) |
Unrealized gains (losses) on derivatives arising during the period: | | (307 | ) | | 378 |
| | (1,137 | ) | | (735 | ) |
Less: reclassification adjustment for net loss on derivatives realized in net income | | 120 |
| | — |
| | 244 |
| | 74 |
|
Less: reclassification adjustment for amortization of derivative termination costs | | 27 |
| | 14 |
| | 54 |
| | 16 |
|
Income tax benefit (expense) | | 61 |
| | (149 | ) | | 319 |
| | 245 |
|
Other comprehensive income (loss) on derivatives | | (99 | ) | | 243 |
| | (520 | ) | | (400 | ) |
Total other comprehensive income (loss) | | 914 |
| | (1,390 | ) | | 2,143 |
|
| (788 | ) |
Comprehensive income | | $ | 6,390 |
| | $ | 3,882 |
| | $ | 13,315 |
| | $ | 9,587 |
|
See Notes to Consolidated Financial Statements.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
West Bancorporation, Inc. and Subsidiary | | | | | | | | | | | | | | |
Consolidated Statements of Stockholders' Equity | | | | | | | | | | | | | | |
(unaudited) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | 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, 2014 | | $ | — |
| | 16,018,734 |
| | $ | 3,000 |
| | $ | 18,971 |
| | $ | 117,950 |
| | $ | 254 |
| | $ | 140,175 |
|
Net income | | — |
| | — |
| | — |
| | — |
| | 10,375 |
| | — |
| | 10,375 |
|
Other comprehensive (loss), net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | (788 | ) | | (788 | ) |
Cash dividends declared, $0.30 per common share | | — |
| | — |
| | — |
| | — |
| | (4,812 | ) | | — |
| | (4,812 | ) |
Stock-based compensation costs | | — |
| | — |
| | — |
| | 496 |
| | — |
| | — |
| | 496 |
|
Issuance of common stock upon vesting of restricted | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
stock units, net of shares withheld for payroll taxes | | — |
| | 40,035 |
| | — |
| | (179 | ) | | — |
| | — |
| | (179 | ) |
Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 124 |
| | — |
| | — |
| | 124 |
|
Balance, June 30, 2015 | | $ | — |
| | 16,058,769 |
| | $ | 3,000 |
| | $ | 19,412 |
| | $ | 123,513 |
| | $ | (534 | ) | | $ | 145,391 |
|
| | | | | | | | | | | | | | |
Balance, December 31, 2015 | | $ | — |
| | 16,064,435 |
| | $ | 3,000 |
| | $ | 20,067 |
| | $ | 129,740 |
| | $ | (430 | ) | | $ | 152,377 |
|
Net income | | — |
| | — |
| | — |
| | — |
| | 11,172 |
| | — |
| | 11,172 |
|
Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | — |
| | 2,143 |
| | 2,143 |
|
Cash dividends declared, $0.33 per common share | | — |
| | — |
| | — |
| | — |
| | (5,314 | ) | | — |
| | (5,314 | ) |
Stock-based compensation costs | | — |
| | — |
| | — |
| | 872 |
| | — |
| | — |
| | 872 |
|
Issuance of common stock upon vesting of restricted | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
stock units, net of shares withheld for payroll taxes | | — |
| | 68,105 |
| | — |
| | (348 | ) | | — |
| | — |
| | (348 | ) |
Excess tax benefits from vesting of restricted stock units | | — |
| | — |
| | — |
| | 77 |
| | — |
| | — |
| | 77 |
|
Balance, June 30, 2016 | | $ | — |
| | 16,132,540 |
|
| $ | 3,000 |
| | $ | 20,668 |
| | $ | 135,598 |
| | $ | 1,713 |
| | $ | 160,979 |
|
See Notes to Consolidated Financial Statements.
|
| | | | | | | | |
West Bancorporation, Inc. and Subsidiary | | | | |
Consolidated Statements of Cash Flows | | | | |
(unaudited) | | | | |
| | Six Months Ended June 30, |
(dollars in thousands) | | 2016 | | 2015 |
Cash Flows from Operating Activities: | | | | |
Net income | | $ | 11,172 |
| | $ | 10,375 |
|
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Provision for loan losses | | 700 |
| | 200 |
|
Net amortization and accretion | | 2,220 |
| | 1,808 |
|
Loss on disposition of premises and equipment | | — |
| | 4 |
|
Investment securities gains, net | | (60 | ) | | (47 | ) |
Stock-based compensation | | 872 |
| | 496 |
|
Increase in cash value of bank-owned life insurance | | (332 | ) | | (367 | ) |
Gain from bank-owned life insurance | | (443 | ) | | — |
|
Depreciation | | 492 |
| | 460 |
|
Deferred income taxes | | 373 |
| | 119 |
|
Excess tax benefits from vesting of restricted stock units | | (77 | ) | | (124 | ) |
Change in assets and liabilities: | | | | |
(Increase) decrease in accrued interest receivable | | (25 | ) | | 39 |
|
(Increase) decrease in other assets | | (50 | ) | | 3,844 |
|
Decrease in accrued expenses and other liabilities | | (346 | ) | | (382 | ) |
Net cash provided by operating activities | | 14,496 |
| | 16,425 |
|
Cash Flows from Investing Activities: | | |
| | |
|
Proceeds from sales of securities available for sale | | 1,544 |
| | 16,946 |
|
Proceeds from maturities and calls of investment securities | | 32,475 |
| | 24,724 |
|
Purchases of securities available for sale | | — |
| | (15,180 | ) |
Purchases of Federal Home Loan Bank stock | | (14,167 | ) | | (10,586 | ) |
Proceeds from redemption of Federal Home Loan Bank stock | | 14,175 |
| | 13,493 |
|
Net increase in loans | | (133,991 | ) | | (32,776 | ) |
Purchases of premises and equipment | | (7,649 | ) | | (1,397 | ) |
Proceeds of principal and earnings from bank-owned life insurance | | 812 |
| | — |
|
Proceeds from settlement of other assets | | — |
| | 3,593 |
|
Net cash used in investing activities | | (106,801 | ) | | (1,183 | ) |
Cash Flows from Financing Activities: | | |
| | |
|
Net increase in deposits | | 69,533 |
| | 96,148 |
|
Net increase (decrease) in federal funds purchased | | (1,520 | ) | | 3,935 |
|
Net increase (decrease) in short-term borrowings | | 7,000 |
| | (66,000 | ) |
Principal payments on long-term debt | | (1,630 | ) | | (1,630 | ) |
Interest rate swap termination costs paid | | — |
| | (541 | ) |
Common stock dividends paid | | (5,314 | ) | | (4,812 | ) |
Restricted stock units withheld for payroll taxes | | (348 | ) | | (179 | ) |
Excess tax benefits from vesting of restricted stock units | | 77 |
| | 124 |
|
Net cash provided by financing activities | | 67,798 |
| | 27,045 |
|
Net increase (decrease) in cash and cash equivalents | | (24,507 | ) | | 42,287 |
|
Cash and Cash Equivalents: | | | | |
Beginning | | 72,651 |
| | 39,781 |
|
Ending | | $ | 48,144 |
| | $ | 82,068 |
|
| | | | |
Supplemental Disclosures of Cash Flow Information: | | | | |
Cash payments for: | | | | |
Interest | | $ | 3,756 |
| | $ | 3,023 |
|
Income taxes | | 2,520 |
| | 1,340 |
|
Supplemental Disclosure of Noncash Investing and Financing Activities: | | | | |
Purchase of security available for sale, pending settlement | | $ | — |
| | $ | 475 |
|
See Notes to Consolidated Financial Statements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(in thousands, except per share data)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by West Bancorporation, Inc. (the Company) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented understandable, it is suggested that these interim consolidated financial statements be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments necessary to fairly present the financial position as of June 30, 2016 and December 31, 2015, net income and comprehensive income for the three and six months ended June 30, 2016 and 2015, and cash flows for the six months ended June 30, 2016 and 2015. The results for these interim periods may not be indicative of results for the entire year or for any other period.
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 consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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.
The accompanying unaudited consolidated financial statements include the accounts of the Company, 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). All significant intercompany transactions and balances have been eliminated in consolidation. In accordance with GAAP, West Bancorporation Capital Trust I is recorded on the books of the Company using the equity method of accounting and is not consolidated.
Reclassification: Certain amounts in prior year consolidated financial statements have been reclassified, with no effect on net income, comprehensive income or stockholders' equity, to conform with current period presentation.
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 is currently assessing the impact that this guidance will have on its consolidated financial statements, but 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.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
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 includes requiring changes in fair value of equity securities with readily determinable fair value to be recognized in net income 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 that this guidance will have on its consolidated financial statements, 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 that this guidance will have on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718). The update simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance also allows an entity to make an entity-wide accounting policy election to either estimate expected forfeitures or account for forfeitures as they occur. For public companies, the update is effective for annual periods beginning after December 15, 2016. Portions of the amended guidance are to be applied using a modified retrospective transition method and others require prospective application. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The amendments in this update require 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 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 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 allowance for credit losses are recorded as a credit loss expense for these assets. Off-balance-sheet arrangements such as commitments to extend credit, 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 amendment. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. For public companies, the update is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this update earlier as of the 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 assessing the impact that this guidance will have on its consolidated financial statements.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
2. Earnings per Common Share
Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflect the potential dilution that could occur if the Company's outstanding restricted stock units were vested. The dilutive effect was computed using the treasury stock method, which assumes all stock-based awards were exercised and the hypothetical proceeds from exercise were used by the Company to purchase common stock at the average market price during the 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. The calculations of earnings per common share and diluted earnings per common share for the three and six months ended June 30, 2016 and 2015 are presented in the following table.
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
(in thousands, except per share data) | 2016 | | 2015 | | 2016 | | 2015 |
Net income | $ | 5,476 |
| | $ | 5,272 |
| | $ | 11,172 |
| | $ | 10,375 |
|
| | | | | | | |
Weighted average common shares outstanding | 16,126 |
| | 16,054 |
| | 16,098 |
| | 16,037 |
|
Weighted average effect of restricted stock units | | | | | | | |
outstanding | 34 |
| | 39 |
| | 44 |
| | 52 |
|
Diluted weighted average common shares outstanding | 16,160 |
| | 16,093 |
| | 16,142 |
| | 16,089 |
|
| |
| | |
| | |
| | |
|
Basic earnings per common share | $ | 0.34 |
| | $ | 0.33 |
| | $ | 0.69 |
| | $ | 0.65 |
|
Diluted earnings per common share | $ | 0.34 |
| | $ | 0.33 |
| | $ | 0.69 |
| | $ | 0.65 |
|
Restricted stock units totaling 110,765 and 124,186 were anti-dilutive and therefore excluded from the computation of diluted earnings per common share for the three and six months ended June 30, 2016, respectively. Restricted stock units totaling 133,214 and 72,619 were anti-dilutive for the three and six months ended June 30, 2015, respectively.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
3. Investment Securities
The following tables show the amortized cost, gross unrealized gains and losses, and fair value of investment securities, by investment security type as of June 30, 2016 and December 31, 2015.
|
| | | | | | | | | | | | | | | |
| June 30, 2016 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
Securities available for sale: | | | | | | | |
U.S. government agencies and corporations | $ | 2,538 |
| | $ | 109 |
| | $ | — |
| | $ | 2,647 |
|
State and political subdivisions | 64,940 |
| | 2,720 |
| | — |
| | 67,660 |
|
Collateralized mortgage obligations (1) | 118,067 |
| | 1,012 |
| | (110 | ) | | 118,969 |
|
Mortgage-backed securities (1) | 91,478 |
| | 1,432 |
| | — |
| | 92,910 |
|
Trust preferred security | 1,778 |
| | — |
| | (675 | ) | | 1,103 |
|
Corporate notes | 8,613 |
| | 41 |
| | (4 | ) | | 8,650 |
|
| $ | 287,414 |
| | $ | 5,314 |
| | $ | (789 | ) | | $ | 291,939 |
|
| | | | | | | |
Securities held to maturity: | | | | | | | |
State and political subdivisions | $ | 48,963 |
| | $ | 1,753 |
| | $ | (151 | ) | | $ | 50,565 |
|
| |
| | |
| | |
| | |
|
| December 31, 2015 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
Securities available for sale: | | | | | | | |
U.S. government agencies and corporations | $ | 2,551 |
| | $ | 141 |
| | $ | — |
| | $ | 2,692 |
|
State and political subdivisions | 71,431 |
| | 1,669 |
| | (21 | ) | | 73,079 |
|
Collateralized mortgage obligations (1) | 133,414 |
| | 491 |
| | (1,290 | ) | | 132,615 |
|
Mortgage-backed securities (1) | 101,299 |
| | 485 |
| | (696 | ) | | 101,088 |
|
Trust preferred security | 1,773 |
| | — |
| | (668 | ) | | 1,105 |
|
Corporate notes and equity securities | 10,130 |
| | 61 |
| | (56 | ) | | 10,135 |
|
| $ | 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 $137,478 and $78,553 as of June 30, 2016 and December 31, 2015, respectively, were pledged to 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 June 30, 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
(unaudited)
(dollars in thousands, except per share data)
The amortized cost and fair value of investment securities available for sale as of June 30, 2016, by contractual maturity, are shown below. Certain securities have call features that allow the issuer to call the securities prior to maturity. Expected maturities may differ from contractual maturities for 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 within the following maturity summary.
|
| | | | | | | |
| June 30, 2016 |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 4,089 |
| | $ | 4,107 |
|
Due after one year through five years | 14,834 |
| | 15,153 |
|
Due after five years through ten years | 30,407 |
| | 31,679 |
|
Due after ten years | 28,539 |
| | 29,121 |
|
| 77,869 |
| | 80,060 |
|
Collateralized mortgage obligations and mortgage-backed securities | 209,545 |
| | 211,879 |
|
| $ | 287,414 |
| | $ | 291,939 |
|
The amortized cost and fair value of investment securities held to maturity as of June 30, 2016, by contractual maturity, are shown below. Certain securities have call features that allow the issuer to call the securities prior to maturity.
|
| | | | | | | |
| June 30, 2016 |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 538 |
| | $ | 535 |
|
Due after one year through five years | 487 |
| | 486 |
|
Due after five years through ten years | 19,380 |
| | 19,880 |
|
Due after ten years | 28,558 |
| | 29,664 |
|
| $ | 48,963 |
| | $ | 50,565 |
|
The details of the sales of investment securities available for sale for the three and six months ended June 30, 2016 and 2015 are summarized in the following table.
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
Proceeds from sales | $ | 1,544 |
| | $ | 6,889 |
| | $ | 1,544 |
| | $ | 16,946 |
|
Gross gains on sales | 60 |
| | 43 |
| | 60 |
| | 54 |
|
Gross losses on sales | — |
| | 7 |
| | — |
| | 7 |
|
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
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 June 30, 2016 and December 31, 2015.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2016 |
| Less than 12 months | | 12 months or longer | | Total |
| 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 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Collateralized mortgage obligations | — |
| | — |
| | 15,073 |
| | (110 | ) | | 15,073 |
| | (110 | ) |
Mortgage-backed securities | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Trust preferred security | — |
| | — |
| | 1,103 |
| | (675 | ) | | 1,103 |
| | (675 | ) |
Corporate notes | 1,006 |
| | (1 | ) | | 527 |
| | (3 | ) | | 1,533 |
| | (4 | ) |
| $ | 1,006 |
| | $ | (1 | ) | | $ | 16,703 |
| | $ | (788 | ) | | $ | 17,709 |
| | $ | (789 | ) |
| |
| | |
| | |
| | |
| | |
| | |
|
Securities held to maturity: | | | | | | | | | | | |
State and political subdivisions | $ | 448 |
| | $ | (2 | ) | | $ | 4,580 |
| | $ | (149 | ) | | $ | 5,028 |
| | $ | (151 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
| December 31, 2015 |
| Less than 12 months | | 12 months or longer | | Total |
| 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 | 321 |
| | (1 | ) | | 2,053 |
| | (20 | ) | | 2,374 |
| | (21 | ) |
Collateralized mortgage obligations | 53,043 |
| | (449 | ) | | 38,286 |
| | (841 | ) | | 91,329 |
| | (1,290 | ) |
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 | 4,500 |
| | (56 | ) | | — |
| | — |
| | 4,500 |
| | (56 | ) |
| $ | 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 | ) |
As of June 30, 2016, the available for sale and held to maturity securities with unrealized losses that have existed for longer than one year included 15 state and political subdivision securities, five collateralized mortgage obligation securities, one trust preferred security and one corporate note.
The Company believes the unrealized losses on investments available for sale and held to maturity as of June 30, 2016, were due to market conditions, rather than reduced estimated cash flows. 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 as of June 30, 2016.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
4. Loans and Allowance for Loan Losses
Loans consisted of the following segments as of June 30, 2016 and December 31, 2015.
|
| | | | | | | |
| June 30, 2016 | | December 31, 2015 |
Commercial | $ | 380,267 |
| | $ | 349,051 |
|
Real estate: | | | |
Construction, land and land development | 223,541 |
| | 174,602 |
|
1-4 family residential first mortgages | 49,206 |
| | 51,370 |
|
Home equity | 19,727 |
| | 21,749 |
|
Commercial | 699,830 |
| | 644,176 |
|
Consumer and other loans | 9,487 |
| | 6,801 |
|
| 1,382,058 |
| | 1,247,749 |
|
Net unamortized fees and costs | (1,217 | ) | | (1,061 | ) |
| $ | 1,380,841 |
| | $ | 1,246,688 |
|
Real estate loans of approximately $630,000 and $590,000 were pledged as security for Federal Home Loan Bank (FHLB) advances as of June 30, 2016 and December 31, 2015, respectively.
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 above 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 past due 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.
A loan is classified as a troubled debt restructured (TDR) loan 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 if they are not performing per the restructured terms.
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 the Company'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.
West Bancorporation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
(dollars in thousands, except per share data)
The table below presents the TDR loans by segment as of June 30, 2016 and December 31, 2015.
|
| | | | | | | |
| June 30, 2016 | | December 31, 2015 |
Troubled debt restructured loans(1): | | | |
Commercial | $ | 96 |
| | $ | 102 |
|
Real estate: | | | |
Construction, land and land development | — |
| | 60 |
|
1-4 family residential first mortgages | 20 |
| | 86 |
|
Home equity | — |
| | — |
|
Commercial | 389 |
| | 445 |
|
Consumer and other loans | — |
| | — |
|
Total troubled debt restructured loans | $ | 505 |
| | $ | 693 |
|
| |
(1) | Included in this table were two TDR loans as of June 30, 2016 and three TDR loans as of December 31, 2015, with balances of $485 and $613, respectively, categorized as nonaccrual. |
There were no loan modifications considered to be TDR that occurred during the three and six months ended June 30, 2016. There was one loan modification considered to be TDR that occurred during the three months ended June 30, 2015 with a pre- and post-modification recorded investment of $20. There were two loan modifications considered to be TDR that occurred during the six months ended June 30, 2015 with a pre- and post-modification recorded investment of $130.
The recorded investment in TDR loans that have been modified within the twelve months preceding June 30, 2016 and June 30, 2015, and that have subsequently had a payment default, totaled $20 and $110, 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
(unaudited)
(dollars in thousands, except per share data)
The following table summarizes the recorded investment in impaired loans by segment, broken down by loans with no related allowance for loan losses and loans with a related allowance and the amount of that allowance as of June 30, 2016 and December 31, 2015.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2016 | | December 31, 2015 |
| Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Recorded Investment | | Unpaid Principal Balance | | Related Allowance |
With no related allowance recorded: | | | | | | | | | | | |
Commercial | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Real Estate: | | | | | | | | | | | |
Construction, land and land development | — |
| | — |
| | — |
| | 60 |
| | 663 |
| | — |
|
1-4 family residential first mortgages | 142 |
| | 142 |
| | — |
| | 352 |
| | 360 |
| | — |
|
Home equity | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial | 388 |
| | 388 |
| | — |
| | 482 |
| | 482 |
| | — |
|
Consumer and other loans | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| 530 |
| | 530 |
| | — |
| | 894 |
| | 1,505 |
| | — |
|
With an allowance recorded: | | | | | | | | | | | |
Commercial | 132 |
| | 132 |
| | 132 |
| | 142 |
| | 142 |
| | 142 |
|
Real Estate: | | | | | | | | | | | |
Construction, land and land development | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
1-4 family residential first mortgages | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Home equity | 259 |
| | 259 |
| | 259 |
| | 270 |
| | 270 |
| | 270 |
|
Commercial | 146 |
| | 146 |
| | 146 |
| | 155 |
| | 155 |
| | 155 |
|
Consumer and other loans | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| 537 |
| | 537 |
| | 537 |
| | 567 |
| | 567 |
| | 567 |
|
Total: | | | | | | | | | | | |
Commercial | 132 |
| | 132 |
| | 132 |
| | 142 |
| | 142 |
| | 142 |
|
Real Estate: | | | | | | | | | | | |
Construction, land and land development | — |
| | — |
| | — |
| | 60 |
| | 663 |
| | — |
|
1-4 family residential first mortgages | 142 |
| | 142 |
| | — |
| | 352 |
| | 360 |
| | — |
|
Home equity | 259 |
| | 259 |
| | 259 |
| | 270 |
| | 270 |
| | 270 |
|
Commercial | 534 |
| | 534 |
| | 146 |
| | 637 |
| | 637 |
| | 155 |
|
Consumer and other loans | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| $ | 1,067 |
| | $ | 1,067 |
| | $ | 537 |
| | $ | 1,461 |
| | $ | 2,072 |
| | $ | 567 |
|
The balance of impaired loans at June 30, 2016 and December 31, 2015 was composed of 8 and 13 different borrowers, respectively. 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
(unaudited)
(dollars in thousands, except per share data)
The following table summarizes the average recorded investment and interest income recognized on impaired loans by segment for the three and six months ended June 30, 2016 and 2015.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2016 | | 2015 | | 2016 | | 2015 |
| Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized |
With no related allowance | | | | | | | | | | | | | | | |
recorded: | | | | | | | | | | | | | | | |
Commercial | $ | — |
| | $ | — |
| | $ | 164 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 164 |
| | $ | — |
|
Real estate: | | | | | | | | | | | | | | | |
Construction, land and | | | | | | | | | | | | | | | |
land development | — |
| | — |
| | 354 |
| | 4 |
| | 16 |
| | — |
| | 360 |
| | 7 |
|
1-4 family residential | | | | | | | | | | | | | | | |
first mortgages | 255 |
| | — |
| | 307 |
| | — |
| | 295 |
| | 1 |
| | 284 |
| | — |
|
Home equity | — |
| | — |
| | — |
| | — |
| |