|
|
|
(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, 2013
|
|
|
|
or
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from __________ to __________
|
WEST BANCORPORATION, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
IOWA
|
42-1230603
|
(State of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
1601 22
nd
STREET, WEST DES MOINES, IOWA
|
50266
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, No Par Value
|
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
o
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
FORM 10-K
|
||
TABLE OF CONTENTS
|
||
|
|
|
|
|
|
|
|
|
PART I
|
||
|
|
|
ITEM 1.
|
||
|
|
|
ITEM 1A.
|
||
|
|
|
ITEM 1B.
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
|
|
|
PART II
|
||
|
|
|
ITEM 5.
|
||
|
|
|
ITEM 6.
|
||
|
|
|
ITEM 7.
|
||
|
|
|
ITEM 7A.
|
||
|
|
|
ITEM 8.
|
||
|
|
|
ITEM 9.
|
||
|
|
|
ITEM 9A.
|
||
|
|
|
ITEM 9B.
|
||
|
|
|
PART III
|
||
|
|
|
ITEM 10.
|
||
|
|
|
ITEM 11.
|
||
|
|
|
ITEM 12.
|
||
|
|
|
ITEM 13.
|
||
|
|
|
ITEM 14.
|
||
|
|
|
PART IV
|
||
|
|
|
ITEM 15.
|
l
|
Return on average assets:
|
1.17
|
%
|
l
|
Return on average equity:
|
13.22
|
%
|
l
|
Efficiency ratio:
|
52.55
|
%
|
l
|
Texas ratio:
|
7.69
|
%
|
•
|
A leverage requirement, consisting of a minimum 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 least 4 percent for all others, and
|
•
|
A risk-based capital requirement, consisting of a minimum ratio of Total Capital to total risk-weighted assets of 8 percent and a minimum ratio of Tier 1 Capital to total risk-weighted assets of 4 percent.
|
•
|
For this purpose, “Tier 1 Capital” consists primarily of common stock, noncumulative perpetual preferred stock and related surplus less intangible assets (other than certain loan servicing rights and purchased credit card relationships). Total Capital consists primarily of 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 as Tier 1 Capital, and West Bank’s allowance for loan and lease losses, subject to a limitation of 1.25 percent of risk-weighted assets.
|
•
|
Further, risk-weighted assets for the purposes of the risk-weighted ratio calculations are balance sheet assets and off-balance sheet exposures to which required risk weightings of 0 percent to 100 percent are applied.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
WEST BANCORPORATION, INC.
|
|
Period Ending
|
|||||||||||
Index
|
12/31/2008
|
12/31/2009
|
12/31/2010
|
12/31/2011
|
12/31/2012
|
12/31/2013
|
||||||
West Bancorporation, Inc.
|
100.00
|
|
40.65
|
|
64.67
|
|
81.08
|
|
94.55
|
|
143.59
|
|
NASDAQ Composite
|
100.00
|
|
145.36
|
|
171.74
|
|
170.38
|
|
200.63
|
|
281.22
|
|
SNL Midwest Bank
|
100.00
|
|
84.75
|
|
105.24
|
|
99.40
|
|
119.64
|
|
163.80
|
|
|
Years ended December 31
|
|||||||||||||
Noninterest income:
|
2013
|
|
2012
|
|
Change
|
|
Change %
|
|||||||
Service charges on deposit accounts
|
$
|
2,923
|
|
|
$
|
3,009
|
|
|
$
|
(86
|
)
|
|
(2.86
|
)%
|
Debit card usage fees
|
1,787
|
|
|
1,586
|
|
|
201
|
|
|
12.67
|
%
|
|||
Trust services
|
997
|
|
|
817
|
|
|
180
|
|
|
22.03
|
%
|
|||
Gains and fees on sales of residential mortgages
|
1,275
|
|
|
3,104
|
|
|
(1,829
|
)
|
|
(58.92
|
)%
|
|||
Increase in cash value of bank-owned life insurance
|
646
|
|
|
737
|
|
|
(91
|
)
|
|
(12.35
|
)%
|
|||
Gain from bank-owned life insurance
|
—
|
|
|
841
|
|
|
(841
|
)
|
|
(100.00
|
)%
|
|||
Investment securities impairment losses
|
—
|
|
|
(203
|
)
|
|
203
|
|
|
100.00
|
%
|
|||
Realized investment securities gains, net
|
—
|
|
|
246
|
|
|
(246
|
)
|
|
(100.00
|
)%
|
|||
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Wire transfer fees
|
126
|
|
|
138
|
|
|
(12
|
)
|
|
(8.70
|
)%
|
|||
Credit card fees
|
208
|
|
|
193
|
|
|
15
|
|
|
7.77
|
%
|
|||
Loan fees
|
76
|
|
|
16
|
|
|
60
|
|
|
375.00
|
%
|
|||
All other income
|
465
|
|
|
510
|
|
|
(45
|
)
|
|
(8.82
|
)%
|
|||
Total other income
|
875
|
|
|
857
|
|
|
18
|
|
|
2.10
|
%
|
|||
Total noninterest income
|
$
|
8,503
|
|
|
$
|
10,994
|
|
|
$
|
(2,491
|
)
|
|
(22.66
|
)%
|
|
Years ended December 31
|
|||||||||||||
Noninterest expense:
|
2013
|
|
2012
|
|
Change
|
|
Change %
|
|
||||||
Salaries and employee benefits
|
$
|
15,757
|
|
|
$
|
14,532
|
|
|
$
|
1,225
|
|
|
8.43
|
%
|
Occupancy
|
3,906
|
|
|
3,519
|
|
|
387
|
|
|
11.00
|
%
|
|||
Data processing
|
2,030
|
|
|
2,070
|
|
|
(40
|
)
|
|
(1.93
|
)%
|
|||
FDIC insurance expense
|
733
|
|
|
672
|
|
|
61
|
|
|
9.08
|
%
|
|||
Other real estate owned expense
|
1,359
|
|
|
1,491
|
|
|
(132
|
)
|
|
(8.85
|
)%
|
|||
Professional fees
|
1,200
|
|
|
1,064
|
|
|
136
|
|
|
12.78
|
%
|
|||
Miscellaneous losses
|
736
|
|
|
195
|
|
|
541
|
|
|
277.44
|
%
|
|||
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing
|
359
|
|
|
268
|
|
|
91
|
|
|
33.96
|
%
|
|||
Business development
|
505
|
|
|
410
|
|
|
95
|
|
|
23.17
|
%
|
|||
Director fees
|
584
|
|
|
448
|
|
|
136
|
|
|
30.36
|
%
|
|||
Insurance expense
|
370
|
|
|
341
|
|
|
29
|
|
|
8.50
|
%
|
|||
Bank service charges and investment advisory fees
|
496
|
|
|
505
|
|
|
(9
|
)
|
|
(1.78
|
)%
|
|||
Consulting fees
|
276
|
|
|
582
|
|
|
(306
|
)
|
|
(52.58
|
)%
|
|||
Contributions
|
180
|
|
|
380
|
|
|
(200
|
)
|
|
(52.63
|
)%
|
|||
Supplies
|
334
|
|
|
302
|
|
|
32
|
|
|
10.60
|
%
|
|||
Loss on disposal of fixed assets
|
9
|
|
|
125
|
|
|
(116
|
)
|
|
(92.80
|
)%
|
|||
All other
|
1,991
|
|
|
1,888
|
|
|
103
|
|
|
5.46
|
%
|
|||
Total other
|
5,104
|
|
|
5,249
|
|
|
(145
|
)
|
|
(2.76
|
)%
|
|||
Total noninterest expense
|
$
|
30,825
|
|
|
$
|
28,792
|
|
|
$
|
2,033
|
|
|
7.06
|
%
|
|
Years ended December 31
|
|||||||||||||
Noninterest income:
|
2012
|
|
2011
|
|
Change
|
|
Change %
|
|||||||
Service charges on deposit accounts
|
$
|
3,009
|
|
|
$
|
3,244
|
|
|
$
|
(235
|
)
|
|
(7.24
|
)%
|
Debit card usage fees
|
1,586
|
|
|
1,453
|
|
|
133
|
|
|
9.15
|
%
|
|||
Trust services
|
817
|
|
|
792
|
|
|
25
|
|
|
3.16
|
%
|
|||
Gains and fees on sales of residential mortgages
|
3,104
|
|
|
1,454
|
|
|
1,650
|
|
|
113.48
|
%
|
|||
Increase in cash value of bank-owned life insurance
|
737
|
|
|
884
|
|
|
(147
|
)
|
|
(16.63
|
)%
|
|||
Gain from bank-owned life insurance
|
841
|
|
|
637
|
|
|
204
|
|
|
32.03
|
%
|
|||
Investment securities impairment losses
|
(203
|
)
|
|
(99
|
)
|
|
(104
|
)
|
|
(105.05
|
)%
|
|||
Realized investment securities gains, net
|
246
|
|
|
—
|
|
|
246
|
|
|
N/A
|
|
|||
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
|
)%
|
|||
Total other income
|
857
|
|
|
996
|
|
|
(139
|
)
|
|
(13.96
|
)%
|
|||
Total noninterest income
|
$
|
10,994
|
|
|
$
|
9,361
|
|
|
$
|
1,633
|
|
|
17.44
|
%
|
|
Years ended December 31
|
|||||||||||||
Noninterest expense:
|
2012
|
|
2011
|
|
Change
|
|
Change %
|
|||||||
Salaries and employee benefits
|
$
|
14,532
|
|
|
$
|
13,194
|
|
|
$
|
1,338
|
|
|
10.14
|
%
|
Occupancy
|
3,519
|
|
|
3,342
|
|
|
177
|
|
|
5.30
|
%
|
|||
Data processing
|
2,070
|
|
|
1,921
|
|
|
149
|
|
|
7.76
|
%
|
|||
FDIC insurance expense
|
672
|
|
|
1,298
|
|
|
(626
|
)
|
|
(48.23
|
)%
|
|||
Other real estate owned expense
|
1,491
|
|
|
2,883
|
|
|
(1,392
|
)
|
|
(48.28
|
)%
|
|||
Professional fees
|
1,064
|
|
|
878
|
|
|
186
|
|
|
21.18
|
%
|
|||
Miscellaneous losses
|
195
|
|
|
455
|
|
|
(260
|
)
|
|
(57.14
|
)%
|
|||
Other expenses:
|
|
|
|
|
|
|
|
|||||||
Marketing
|
268
|
|
|
311
|
|
|
(43
|
)
|
|
(13.83
|
)%
|
|||
Business development
|
410
|
|
|
331
|
|
|
79
|
|
|
23.87
|
%
|
|||
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
|
%
|
|||
Consulting fees
|
582
|
|
|
282
|
|
|
300
|
|
|
106.38
|
%
|
|||
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
|
%
|
|||
All other
|
2,109
|
|
|
2,223
|
|
|
(114
|
)
|
|
(5.13
|
)%
|
|||
Total other
|
5,249
|
|
|
4,902
|
|
|
347
|
|
|
7.08
|
%
|
|||
Total noninterest expense
|
$
|
28,792
|
|
|
$
|
28,873
|
|
|
$
|
(81
|
)
|
|
(0.28
|
)%
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
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
|
%
|
Real estate
(3)
|
696,763
|
|
|
34,386
|
|
|
4.94
|
%
|
|
594,329
|
|
|
31,945
|
|
|
5.37
|
%
|
|
576,974
|
|
|
33,666
|
|
|
5.83
|
%
|
||||||
Consumer and other loans
|
7,655
|
|
|
351
|
|
|
4.59
|
%
|
|
6,252
|
|
|
290
|
|
|
4.64
|
%
|
|
7,320
|
|
|
379
|
|
|
5.18
|
%
|
||||||
Total loans
|
952,167
|
|
|
45,645
|
|
|
4.79
|
%
|
|
857,860
|
|
|
44,860
|
|
|
5.23
|
%
|
|
850,833
|
|
|
47,405
|
|
|
5.57
|
%
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Taxable
|
289,901
|
|
|
5,173
|
|
|
1.78
|
%
|
|
262,982
|
|
|
4,240
|
|
|
1.61
|
%
|
|
211,687
|
|
|
4,193
|
|
|
1.98
|
%
|
||||||
Tax-exempt
(3)
|
79,187
|
|
|
3,688
|
|
|
4.66
|
%
|
|
54,633
|
|
|
2,931
|
|
|
5.36
|
%
|
|
54,344
|
|
|
3,372
|
|
|
6.20
|
%
|
||||||
Total investment securities
|
369,088
|
|
|
8,861
|
|
|
2.40
|
%
|
|
317,615
|
|
|
7,171
|
|
|
2.26
|
%
|
|
266,031
|
|
|
7,565
|
|
|
2.84
|
%
|
||||||
Federal funds sold and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
short-term investments
|
45,846
|
|
|
119
|
|
|
0.26
|
%
|
|
74,458
|
|
|
191
|
|
|
0.26
|
%
|
|
91,634
|
|
|
234
|
|
|
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
|
%
|
||||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks
|
33,693
|
|
|
|
|
|
|
|
|
33,336
|
|
|
|
|
|
|
|
|
37,037
|
|
|
|
|
|
|
|
||||||
Premises and equipment, net
|
6,607
|
|
|
|
|
|
|
|
|
5,699
|
|
|
|
|
|
|
|
|
5,118
|
|
|
|
|
|
|
|
||||||
Other, less allowance for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
loan losses
|
38,372
|
|
|
|
|
|
|
|
|
37,440
|
|
|
|
|
|
|
|
|
44,660
|
|
|
|
|
|
|
|
||||||
Total noninterest-earning assets
|
78,672
|
|
|
|
|
|
|
|
|
76,475
|
|
|
|
|
|
|
|
|
86,815
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,445,773
|
|
|
|
|
|
|
|
|
$
|
1,326,408
|
|
|
|
|
|
|
|
|
$
|
1,295,313
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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
|
%
|
|||
Time deposits
|
168,050
|
|
|
1,802
|
|
|
1.07
|
%
|
|
167,353
|
|
|
2,544
|
|
|
1.52
|
%
|
|
239,624
|
|
|
4,084
|
|
|
1.70
|
%
|
||||||
Total deposits
|
818,616
|
|
|
3,413
|
|
|
0.42
|
%
|
|
711,763
|
|
|
4,535
|
|
|
0.64
|
%
|
|
709,181
|
|
|
6,941
|
|
|
0.98
|
%
|
||||||
Other borrowed funds
|
178,119
|
|
|
3,645
|
|
|
2.05
|
%
|
|
193,288
|
|
|
4,929
|
|
|
2.55
|
%
|
|
191,019
|
|
|
4,976
|
|
|
2.60
|
%
|
||||||
Total interest-bearing liabilities
|
996,735
|
|
|
7,058
|
|
|
0.71
|
%
|
|
905,051
|
|
|
9,464
|
|
|
1.05
|
%
|
|
900,200
|
|
|
11,917
|
|
|
1.32
|
%
|
||||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Demand deposits
|
312,648
|
|
|
|
|
|
|
|
|
283,931
|
|
|
|
|
|
|
|
|
252,307
|
|
|
|
|
|
|
|
||||||
Other liabilities
|
8,601
|
|
|
|
|
|
|
|
|
7,631
|
|
|
|
|
|
|
|
|
7,286
|
|
|
|
|
|
|
|
||||||
Stockholders' equity
|
127,789
|
|
|
|
|
|
|
|
|
129,795
|
|
|
|
|
|
|
|
|
135,520
|
|
|
|
|
|
|
|
||||||
Total liabilities and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
stockholders' equity
|
$
|
1,445,773
|
|
|
|
|
|
|
|
|
$
|
1,326,408
|
|
|
|
|
|
|
|
|
$
|
1,295,313
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income/net interest spread
(3)
|
|
$
|
47,567
|
|
|
3.29
|
%
|
|
|
|
$
|
42,758
|
|
|
3.13
|
%
|
|
|
|
|
$
|
43,287
|
|
|
3.25
|
%
|
||||||
Net interest margin
(3)
|
|
|
|
|
|
|
3.48
|
%
|
|
|
|
|
|
|
|
3.42
|
%
|
|
|
|
|
|
|
|
3.58
|
%
|
(1)
|
Average loan balances include nonaccrual loans and loans held for sale. 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.
|
|
2013 Compared to 2012
|
|
2012 Compared to 2011
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
(455
|
)
|
|
$
|
(1,262
|
)
|
|
$
|
(1,717
|
)
|
|
$
|
(458
|
)
|
|
$
|
(277
|
)
|
|
$
|
(735
|
)
|
Real estate
(2)
|
5,200
|
|
|
(2,759
|
)
|
|
2,441
|
|
|
991
|
|
|
(2,712
|
)
|
|
(1,721
|
)
|
||||||
Consumer and other loans
|
64
|
|
|
(3
|
)
|
|
61
|
|
|
(52
|
)
|
|
(37
|
)
|
|
(89
|
)
|
||||||
Total loans (including fees)
|
4,809
|
|
|
(4,024
|
)
|
|
785
|
|
|
481
|
|
|
(3,026
|
)
|
|
(2,545
|
)
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Taxable
|
457
|
|
|
476
|
|
|
933
|
|
|
909
|
|
|
(862
|
)
|
|
47
|
|
||||||
Tax-exempt
(2)
|
1,183
|
|
|
(426
|
)
|
|
757
|
|
|
18
|
|
|
(459
|
)
|
|
(441
|
)
|
||||||
Total investment securities
|
1,640
|
|
|
50
|
|
|
1,690
|
|
|
927
|
|
|
(1,321
|
)
|
|
(394
|
)
|
||||||
Federal funds sold and other
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
short-term investments
|
(74
|
)
|
|
2
|
|
|
(72
|
)
|
|
(44
|
)
|
|
1
|
|
|
(43
|
)
|
||||||
Total interest income
(2)
|
6,375
|
|
|
(3,972
|
)
|
|
2,403
|
|
|
1,364
|
|
|
(4,346
|
)
|
|
(2,982
|
)
|
||||||
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings, interest-bearing
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
demand and money markets
|
341
|
|
|
(721
|
)
|
|
(380
|
)
|
|
404
|
|
|
(1,270
|
)
|
|
(866
|
)
|
||||||
Time deposits
|
11
|
|
|
(753
|
)
|
|
(742
|
)
|
|
(1,134
|
)
|
|
(406
|
)
|
|
(1,540
|
)
|
||||||
Total deposits
|
352
|
|
|
(1,474
|
)
|
|
(1,122
|
)
|
|
(730
|
)
|
|
(1,676
|
)
|
|
(2,406
|
)
|
||||||
Other borrowed funds
|
(365
|
)
|
|
(919
|
)
|
|
(1,284
|
)
|
|
59
|
|
|
(106
|
)
|
|
(47
|
)
|
||||||
Total interest expense
|
(13
|
)
|
|
(2,393
|
)
|
|
(2,406
|
)
|
|
(671
|
)
|
|
(1,782
|
)
|
|
(2,453
|
)
|
||||||
Net interest income
(2)
|
$
|
6,388
|
|
|
$
|
(1,579
|
)
|
|
$
|
4,809
|
|
|
$
|
2,035
|
|
|
$
|
(2,564
|
)
|
|
$
|
(529
|
)
|
(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.
|
|
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
|
|
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
|
||||||||||
U.S. government agencies and corporations
|
|
$
|
—
|
|
|
$
|
12,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,871
|
|
State and political subdivisions
|
|
364
|
|
|
7,908
|
|
|
18,791
|
|
|
60,725
|
|
|
87,788
|
|
|||||
Collateralized mortgage obligations
|
|
—
|
|
|
—
|
|
|
11,744
|
|
|
156,904
|
|
|
168,648
|
|
|||||
Mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
6,380
|
|
|
51,776
|
|
|
58,156
|
|
|||||
Trust preferred securities
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,745
|
|
|
2,745
|
|
|||||
Corporate notes and other investments
|
|
—
|
|
|
13,532
|
|
|
300
|
|
|
1,176
|
|
|
15,008
|
|
|||||
Total
|
|
$
|
364
|
|
|
$
|
34,311
|
|
|
$
|
37,215
|
|
|
$
|
273,326
|
|
|
$
|
345,216
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average yield:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. government agencies and corporations
|
|
—
|
|
|
1.70
|
%
|
|
—
|
|
|
—
|
|
|
|
||||||
State and political subdivisions
(2)
|
|
5.26
|
%
|
|
4.59
|
%
|
|
4.41
|
%
|
|
4.53
|
%
|
|
|
||||||
Collateralized mortgage obligations
|
|
—
|
|
|
—
|
|
|
2.32
|
%
|
|
1.98
|
%
|
|
|
||||||
Mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
3.67
|
%
|
|
1.92
|
%
|
|
|
||||||
Trust preferred securities
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.78
|
%
|
|
|
||||||
Corporate notes and other investments
|
|
—
|
|
|
1.81
|
%
|
|
3.00
|
%
|
|
5.32
|
%
|
|
|
||||||
Total
|
|
5.26
|
%
|
|
2.39
|
%
|
|
3.62
|
%
|
|
2.54
|
%
|
|
|
(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.
|
|
As of December 31
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Commercial
|
$
|
258,010
|
|
|
$
|
282,124
|
|
|
$
|
255,702
|
|
|
$
|
310,376
|
|
|
$
|
356,885
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction, land, and land development
|
117,394
|
|
|
121,911
|
|
|
101,607
|
|
|
116,601
|
|
|
148,505
|
|
|||||
1-4 family residential first mortgages
|
50,349
|
|
|
49,280
|
|
|
63,218
|
|
|
51,760
|
|
|
64,288
|
|
|||||
Home equity
|
25,205
|
|
|
25,536
|
|
|
26,423
|
|
|
26,111
|
|
|
30,110
|
|
|||||
Commercial
|
532,139
|
|
|
441,857
|
|
|
386,137
|
|
|
372,404
|
|
|
413,063
|
|
|||||
Consumer and other loans
|
9,236
|
|
|
7,099
|
|
|
6,155
|
|
|
11,514
|
|
|
8,163
|
|
|||||
Total loans
|
992,333
|
|
|
927,807
|
|
|
839,242
|
|
|
888,766
|
|
|
1,021,014
|
|
|||||
Deferred loan fees, net
|
(613
|
)
|
|
(406
|
)
|
|
(283
|
)
|
|
(117
|
)
|
|
(304
|
)
|
|||||
Total loans, net of deferred fees
|
$
|
991,720
|
|
|
$
|
927,401
|
|
|
$
|
838,959
|
|
|
$
|
888,649
|
|
|
$
|
1,020,710
|
|
Loans as of December 31, 2013
|
|
Within one
year
|
|
After one but
within five
years
|
|
After five
years
|
|
Total
|
||||||||
Commercial
|
|
$
|
126,754
|
|
|
$
|
121,272
|
|
|
$
|
9,984
|
|
|
$
|
258,010
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|||||||
Construction, land and land development
|
|
70,555
|
|
|
43,230
|
|
|
3,609
|
|
|
117,394
|
|
||||
1-4 family residential first mortgages
|
|
11,761
|
|
|
34,708
|
|
|
3,880
|
|
|
50,349
|
|
||||
Home equity
|
|
4,581
|
|
|
18,166
|
|
|
2,458
|
|
|
25,205
|
|
||||
Commercial
|
|
36,357
|
|
|
314,527
|
|
|
181,255
|
|
|
532,139
|
|
||||
Consumer and other loans
|
|
4,739
|
|
|
4,222
|
|
|
275
|
|
|
9,236
|
|
||||
Total loans
|
|
$
|
254,747
|
|
|
$
|
536,125
|
|
|
$
|
201,461
|
|
|
$
|
992,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
After one but
within five
years
|
|
After five
years
|
|
|
|
|||||||
Loan maturities after one year with:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed rates
|
|
|
|
$
|
450,354
|
|
|
$
|
133,756
|
|
|
|
|
|||
Variable rates
|
|
|
|
85,771
|
|
|
67,705
|
|
|
|
|
|||||
|
|
|
|
$
|
536,125
|
|
|
$
|
201,461
|
|
|
|
|
|
Years Ended December 31
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Nonaccrual loans
|
$
|
2,398
|
|
|
$
|
6,400
|
|
|
$
|
8,572
|
|
|
$
|
7,945
|
|
|
$
|
12,350
|
|
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
|
|
|||||
Total nonperforming loans
|
2,915
|
|
|
7,256
|
|
|
10,693
|
|
|
12,930
|
|
|
26,317
|
|
|||||
Other real estate owned
|
5,800
|
|
|
8,304
|
|
|
10,967
|
|
|
19,193
|
|
|
25,350
|
|
|||||
Nonaccrual investment securities
|
1,850
|
|
|
1,334
|
|
|
1,245
|
|
|
1,339
|
|
|
1,282
|
|
|||||
Total nonperforming assets
|
$
|
10,565
|
|
|
$
|
16,894
|
|
|
$
|
22,905
|
|
|
$
|
33,462
|
|
|
$
|
52,949
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans to total loans
|
0.29
|
%
|
|
0.78
|
%
|
|
1.27
|
%
|
|
1.46
|
%
|
|
2.58
|
%
|
|||||
Nonperforming assets to total assets
|
0.73
|
%
|
|
1.17
|
%
|
|
1.80
|
%
|
|
2.56
|
%
|
|
3.36
|
%
|
(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.
|
|
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
|
|
|
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
|
|
|
Analysis of the Allowance for Loan Losses for the Years Ended December 31
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balance at beginning of period
|
$
|
15,529
|
|
|
$
|
16,778
|
|
|
$
|
19,087
|
|
|
$
|
19,126
|
|
|
$
|
15,441
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
742
|
|
|
402
|
|
|
2,976
|
|
|
5,785
|
|
|
8,495
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, land and land development
|
—
|
|
|
1,508
|
|
|
2
|
|
|
209
|
|
|
2,859
|
|
|||||
1-4 family residential first mortgages
|
116
|
|
|
301
|
|
|
946
|
|
|
371
|
|
|
1,087
|
|
|||||
Home equity
|
119
|
|
|
343
|
|
|
97
|
|
|
266
|
|
|
598
|
|
|||||
Commercial
|
624
|
|
|
5
|
|
|
722
|
|
|
53
|
|
|
3,551
|
|
|||||
Consumer and other loans
|
33
|
|
|
25
|
|
|
21
|
|
|
234
|
|
|
4,790
|
|
|||||
|
1,634
|
|
|
2,584
|
|
|
4,764
|
|
|
6,918
|
|
|
21,380
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial
|
292
|
|
|
354
|
|
|
1,809
|
|
|
716
|
|
|
493
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction, land and land development
|
42
|
|
|
—
|
|
|
2
|
|
|
10
|
|
|
20
|
|
|||||
1-4 family residential first mortgages
|
150
|
|
|
98
|
|
|
42
|
|
|
33
|
|
|
8
|
|
|||||
Home equity
|
236
|
|
|
22
|
|
|
29
|
|
|
16
|
|
|
11
|
|
|||||
Commercial
|
2
|
|
|
206
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|||||
Consumer and other loans
|
24
|
|
|
30
|
|
|
22
|
|
|
44
|
|
|
33
|
|
|||||
|
746
|
|
|
710
|
|
|
1,905
|
|
|
829
|
|
|
565
|
|
|||||
Net charge-offs
|
888
|
|
|
1,874
|
|
|
2,859
|
|
|
6,089
|
|
|
20,815
|
|
|||||
Provision for loan losses charged to operations
|
(850
|
)
|
|
625
|
|
|
550
|
|
|
6,050
|
|
|
24,500
|
|
|||||
Balance at end of period
|
$
|
13,791
|
|
|
$
|
15,529
|
|
|
$
|
16,778
|
|
|
$
|
19,087
|
|
|
$
|
19,126
|
|
Average loans outstanding
|
$
|
949,775
|
|
|
$
|
854,860
|
|
|
$
|
849,115
|
|
|
$
|
960,227
|
|
|
$
|
1,098,520
|
|
Ratio of net charge-offs during the period
|
|
|
|
|
|
|
|
|
|
||||||||||
to average loans outstanding
|
0.09
|
%
|
|
0.22
|
%
|
|
0.34
|
%
|
|
0.63
|
%
|
|
1.89
|
%
|
|||||
Ratio of allowance for loan losses to
|
|
|
|
|
|
|
|
|
|
||||||||||
average loans outstanding
|
1.45
|
%
|
|
1.82
|
%
|
|
1.98
|
%
|
|
1.99
|
%
|
|
1.74
|
%
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
|
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
|
%
|
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
|
%
|
|||||
1-4 family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
first mortgages
|
613
|
|
|
5.07
|
%
|
|
637
|
|
|
5.31
|
%
|
|
1,215
|
|
|
7.53
|
%
|
|
647
|
|
|
5.82
|
%
|
|
649
|
|
|
6.30
|
%
|
|||||
Home equity
|
403
|
|
|
2.54
|
%
|
|
568
|
|
|
2.75
|
%
|
|
832
|
|
|
3.15
|
%
|
|
658
|
|
|
2.94
|
%
|
|
654
|
|
|
2.95
|
%
|
|||||
Commercial
|
5,485
|
|
|
53.63
|
%
|
|
5,564
|
|
|
47.62
|
%
|
|
6,667
|
|
|
46.01
|
%
|
|
5,823
|
|
|
41.90
|
%
|
|
6,438
|
|
|
40.46
|
%
|
|||||
Consumer and other loans
|
59
|
|
|
0.93
|
%
|
|
28
|
|
|
0.77
|
%
|
|
83
|
|
|
0.73
|
%
|
|
232
|
|
|
1.30
|
%
|
|
137
|
|
|
0.80
|
%
|
|||||
|
$
|
13,791
|
|
|
100.00
|
%
|
|
$
|
15,529
|
|
|
100.00
|
%
|
|
$
|
16,778
|
|
|
100.00
|
%
|
|
$
|
19,087
|
|
|
100.00
|
%
|
|
$
|
19,126
|
|
|
100.00
|
%
|
3 months or less
|
$
|
23,514
|
|
Over 3 through 6 months
|
10,460
|
|
|
Over 6 through 12 months
|
24,347
|
|
|
Over 12 months
|
25,332
|
|
|
|
$
|
83,653
|
|
|
Years ended December 31
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Average
|
|
Average
|
|
Average
|
|
Average
|
|
Average
|
|
Average
|
|||||||||
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|||||||||
Noninterest-bearing demand
|
$
|
312,648
|
|
|
—
|
|
|
$
|
283,931
|
|
|
—
|
|
|
$
|
252,307
|
|
|
—
|
|
Interest-bearing demand:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Reward Me checking
|
80,667
|
|
|
0.68
|
%
|
|
86,549
|
|
|
1.00
|
%
|
|
85,931
|
|
|
1.85
|
%
|
|||
Other interest-bearing demand
|
88,137
|
|
|
0.11
|
%
|
|
68,978
|
|
|
0.12
|
%
|
|
60,416
|
|
|
0.18
|
%
|
|||
Money market
|
419,561
|
|
|
0.22
|
%
|
|
335,544
|
|
|
0.29
|
%
|
|
275,241
|
|
|
0.39
|
%
|
|||
Savings
|
62,201
|
|
|
0.09
|
%
|
|
53,339
|
|
|
0.12
|
%
|
|
47,969
|
|
|
0.19
|
%
|
|||
Time certificates
|
168,050
|
|
|
1.07
|
%
|
|
167,353
|
|
|
1.52
|
%
|
|
239,624
|
|
|
1.70
|
%
|
|||
|
$
|
1,131,264
|
|
|
|
|
|
$
|
995,694
|
|
|
|
|
|
$
|
961,488
|
|
|
|
|
|
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
|
%
|
|
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
|
%
|
|
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
|
|
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
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
|
|
|
$
|
—
|
|
Federal funds purchased
|
16,622
|
|
|
16,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subordinated notes
|
20,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,619
|
|
|||||
FHLB advances
|
105,000
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
80,000
|
|
|||||
Long-term debt
|
15,935
|
|
|
3,260
|
|
|
6,546
|
|
|
5,825
|
|
|
304
|
|
|||||
Noncancelable operating lease commitments
|
22,590
|
|
|
1,725
|
|
|
3,387
|
|
|
3,398
|
|
|
14,080
|
|
|||||
Interest on interest rate swaps
|
14,212
|
|
|
499
|
|
|
4,746
|
|
|
5,760
|
|
|
3,207
|
|
|||||
Purchase commitments
|
3,920
|
|
|
3,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
345,042
|
|
|
$
|
113,860
|
|
|
$
|
59,795
|
|
|
$
|
53,177
|
|
|
$
|
118,210
|
|
Scenario
|
% Change
|
|
300 basis points rising
|
6.42
|
%
|
200 basis points rising
|
3.63
|
%
|
100 basis points rising
|
0.51
|
%
|
Base
|
—
|
|
|
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
|
|
Securities available for sale
|
13,698
|
|
|
34,514
|
|
|
143,044
|
|
|
153,960
|
|
|
345,216
|
|
|||||
Federal Home Loan Bank stock
|
11,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,851
|
|
|||||
Loans held for sale
|
2,230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,230
|
|
|||||
Loans
|
328,175
|
|
|
112,106
|
|
|
499,564
|
|
|
51,875
|
|
|
991,720
|
|
|||||
Total interest-earning assets
|
357,253
|
|
|
146,620
|
|
|
642,608
|
|
|
205,835
|
|
|
1,352,316
|
|
|||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Savings, interest-bearing demand
|
|
|
|
|
|
|
|
|
|
||||||||||
and money markets
|
685,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
685,468
|
|
|||||
Time
|
33,737
|
|
|
54,419
|
|
|
57,988
|
|
|
—
|
|
|
146,144
|
|
|||||
Federal funds purchased
|
16,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,622
|
|
|||||
Long-term borrowings
|
106,225
|
|
|
45
|
|
|
25,372
|
|
|
304
|
|
|
131,946
|
|
|||||
Total interest-bearing liabilities
|
842,052
|
|
|
54,464
|
|
|
83,360
|
|
|
304
|
|
|
980,180
|
|
|||||
Interest sensitivity gap per period
|
$
|
(484,799
|
)
|
|
$
|
92,156
|
|
|
$
|
559,248
|
|
|
$
|
205,531
|
|
|
$
|
372,136
|
|
Cumulative interest sensitivity gap
|
$
|
(484,799
|
)
|
|
$
|
(392,643
|
)
|
|
$
|
166,605
|
|
|
$
|
372,136
|
|
|
$
|
372,136
|
|
Interest sensitivity gap ratio
|
0.42
|
|
|
2.69
|
|
|
7.71
|
|
|
677.09
|
|
|
1.38
|
|
|||||
Cumulative interest sensitivity gap ratio
|
0.42
|
|
|
0.56
|
|
|
1.17
|
|
|
1.38
|
|
|
1.38
|
|
/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
|
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
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
West Bancorporation, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Years Ended December 31, 2013, 2012 and 2011
|
||||||||||||
(dollars in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
16,891
|
|
|
$
|
16,011
|
|
|
$
|
15,268
|
|
Adjustments to reconcile net income to net cash provided by operating
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|||||
Provision for loan losses
|
|
(850
|
)
|
|
625
|
|
|
550
|
|
|||
Net amortization and accretion
|
|
4,832
|
|
|
4,303
|
|
|
3,142
|
|
|||
(Gain) loss on disposition of premises and equipment
|
|
9
|
|
|
125
|
|
|
(8
|
)
|
|||
Investment securities gains, net
|
|
—
|
|
|
(246
|
)
|
|
—
|
|
|||
Investment securities impairment losses
|
|
—
|
|
|
203
|
|
|
99
|
|
|||
Stock-based compensation costs
|
|
378
|
|
|
118
|
|
|
—
|
|
|||
Gain on sale of loans
|
|
(1,083
|
)
|
|
(2,614
|
)
|
|
(1,321
|
)
|
|||
Proceeds from sales of loans held for sale
|
|
94,676
|
|
|
131,936
|
|
|
71,273
|
|
|||
Originations of loans held for sale
|
|
(92,460
|
)
|
|
(128,596
|
)
|
|
(69,545
|
)
|
|||
Gain on sale of other real estate owned
|
|
(111
|
)
|
|
(114
|
)
|
|
(339
|
)
|
|||
Write-down of other real estate owned
|
|
1,341
|
|
|
1,442
|
|
|
3,109
|
|
|||
Gain from bank-owned life insurance
|
|
—
|
|
|
(841
|
)
|
|
(637
|
)
|
|||
Increase in value of bank-owned life insurance
|
|
(646
|
)
|
|
(737
|
)
|
|
(884
|
)
|
|||
Depreciation
|
|
786
|
|
|
697
|
|
|
612
|
|
|||
Deferred income taxes
|
|
1,147
|
|
|
639
|
|
|
731
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|||||
(Increase) decrease in accrued interest receivable
|
|
(355
|
)
|
|
531
|
|
|
776
|
|
|||
(Increase) decrease in other assets
|
|
580
|
|
|
(116
|
)
|
|
3,066
|
|
|||
Increase (decrease) in accrued expenses and other liabilities
|
|
(1,744
|
)
|
|
923
|
|
|
138
|
|
|||
Net cash provided by operating activities
|
|
23,391
|
|
|
24,289
|
|
|
26,030
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
||||
Proceeds from sales, calls and maturities of securities available for sale
|
|
74,202
|
|
|
87,606
|
|
|
84,726
|
|
|||
Purchases of securities available for sale
|
|
(143,384
|
)
|
|
(98,186
|
)
|
|
(109,323
|
)
|
|||
Purchases of Federal Home Loan Bank stock
|
|
(7,537
|
)
|
|
(2,285
|
)
|
|
(879
|
)
|
|||
Proceeds from redemption of Federal Home Loan Bank stock
|
|
7,475
|
|
|
1,848
|
|
|
738
|
|
|||
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
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of premises and equipment
|
|
—
|
|
|
—
|
|
|
51
|
|
|||
Purchases of premises and equipment
|
|
(1,908
|
)
|
|
(1,035
|
)
|
|
(981
|
)
|
|||
Proceeds of principal and earnings from bank-owned life insurance
|
|
—
|
|
|
1,573
|
|
|
1,192
|
|
|||
Net cash provided by (used in) investing activities
|
|
(135,135
|
)
|
|
(99,460
|
)
|
|
27,766
|
|
|||
|
|
|
|
|
|
|
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
|
|
|
—
|
|
|
—
|
|
(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
|
|
|
2013
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
(Losses)
|
|
Fair
Value
|
||||||||
U.S. government agencies and corporations
|
$
|
12,593
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
12,871
|
|
State and political subdivisions
|
90,833
|
|
|
1,466
|
|
|
(4,511
|
)
|
|
87,788
|
|
||||
Collateralized mortgage obligations
(1)
|
170,431
|
|
|
2,128
|
|
|
(3,911
|
)
|
|
168,648
|
|
||||
Mortgage-backed securities
(1)
|
59,226
|
|
|
607
|
|
|
(1,677
|
)
|
|
58,156
|
|
||||
Trust preferred securities
|
5,923
|
|
|
—
|
|
|
(3,178
|
)
|
|
2,745
|
|
||||
Corporate notes and equity securities
|
15,332
|
|
|
75
|
|
|
(399
|
)
|
|
15,008
|
|
||||
|
$
|
354,338
|
|
|
$
|
4,554
|
|
|
$
|
(13,676
|
)
|
|
$
|
345,216
|
|
|
2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
(Losses)
|
|
Fair
Value
|
||||||||
U.S. government agencies and corporations
|
$
|
12,614
|
|
|
$
|
420
|
|
|
$
|
—
|
|
|
$
|
13,034
|
|
State and political subdivisions
|
54,075
|
|
|
2,754
|
|
|
(68
|
)
|
|
56,761
|
|
||||
Collateralized mortgage obligations
(1)
|
170,557
|
|
|
3,140
|
|
|
(103
|
)
|
|
173,594
|
|
||||
Mortgage-backed securities
(1)
|
36,965
|
|
|
1,459
|
|
|
—
|
|
|
38,424
|
|
||||
Trust preferred securities
|
5,913
|
|
|
—
|
|
|
(3,818
|
)
|
|
2,095
|
|
||||
Corporate notes and equity securities
|
8,341
|
|
|
69
|
|
|
(4
|
)
|
|
8,406
|
|
||||
|
$
|
288,465
|
|
|
$
|
7,842
|
|
|
$
|
(3,993
|
)
|
|
$
|
292,314
|
|
|
2013
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
360
|
|
|
$
|
364
|
|
Due after one year through five years
|
33,716
|
|
|
34,311
|
|
||
Due after five years through ten years
|
19,029
|
|
|
19,091
|
|
||
Due after ten years
|
70,092
|
|
|
63,470
|
|
||
|
123,197
|
|
|
117,236
|
|
||
Collateralized mortgage obligations and mortgage-backed securities
|
229,657
|
|
|
226,804
|
|
||
Equity securities
|
1,484
|
|
|
1,176
|
|
||
|
$
|
354,338
|
|
|
$
|
345,216
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Proceeds from sales
|
$
|
—
|
|
|
$
|
16,121
|
|
|
$
|
—
|
|
Gross gains on sales
|
—
|
|
|
288
|
|
|
—
|
|
|||
Gross losses on sales
|
—
|
|
|
42
|
|
|
—
|
|
|
2013
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
||||||||||||
State and political subdivisions
|
$
|
49,324
|
|
|
$
|
(4,342
|
)
|
|
$
|
1,439
|
|
|
$
|
(169
|
)
|
|
$
|
50,763
|
|
|
$
|
(4,511
|
)
|
Collateralized mortgage obligations
|
96,744
|
|
|
(3,911
|
)
|
|
—
|
|
|
—
|
|
|
96,744
|
|
|
(3,911
|
)
|
||||||
Mortgage-backed securities
|
44,224
|
|
|
(1,677
|
)
|
|
—
|
|
|
—
|
|
|
44,224
|
|
|
(1,677
|
)
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
2,745
|
|
|
(3,178
|
)
|
|
2,745
|
|
|
(3,178
|
)
|
||||||
Corporate notes and equity securities
|
8,196
|
|
|
(390
|
)
|
|
508
|
|
|
(9
|
)
|
|
8,704
|
|
|
(399
|
)
|
||||||
|
$
|
198,488
|
|
|
$
|
(10,320
|
)
|
|
$
|
4,692
|
|
|
$
|
(3,356
|
)
|
|
$
|
203,180
|
|
|
$
|
(13,676
|
)
|
|
2012
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
|
Fair
Value
|
|
Gross Unrealized
Losses
|
||||||||||||
State and political subdivisions
|
$
|
5,617
|
|
|
$
|
(62
|
)
|
|
$
|
305
|
|
|
$
|
(6
|
)
|
|
$
|
5,922
|
|
|
$
|
(68
|
)
|
Collateralized mortgage obligations
|
19,477
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
19,477
|
|
|
(103
|
)
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
2,095
|
|
|
(3,818
|
)
|
|
2,095
|
|
|
(3,818
|
)
|
||||||
Corporate notes and equity securities
|
1,032
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
1,032
|
|
|
(4
|
)
|
||||||
|
$
|
26,126
|
|
|
$
|
(169
|
)
|
|
$
|
2,400
|
|
|
$
|
(3,824
|
)
|
|
$
|
28,526
|
|
|
$
|
(3,993
|
)
|
|
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
|
|
|
2013
|
|
2012
|
||||
Commercial
|
$
|
258,010
|
|
|
$
|
282,124
|
|
Real estate:
|
|
|
|
|
|||
Construction, land and land development
|
117,394
|
|
|
121,911
|
|
||
1-4 family residential first mortgages
|
50,349
|
|
|
49,280
|
|
||
Home equity
|
25,205
|
|
|
25,536
|
|
||
Commercial
|
532,139
|
|
|
441,857
|
|
||
Consumer and other loans
|
9,236
|
|
|
7,099
|
|
||
|
992,333
|
|
|
927,807
|
|
||
Net unamortized fees and costs
|
(613
|
)
|
|
(406
|
)
|
||
|
$
|
991,720
|
|
|
$
|
927,401
|
|
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
$
|
25,216
|
|
|
$
|
18,834
|
|
New loans
|
5,629
|
|
|
18,881
|
|
||
Repayments
|
(18,273
|
)
|
|
(12,409
|
)
|
||
Change in classification
|
—
|
|
|
(90
|
)
|
||
Balance, end of year
|
$
|
12,572
|
|
|
$
|
25,216
|
|
|
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.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
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
|
|
||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction, land and land development
|
|
423
|
|
|
1,025
|
|
|
N/A
|
|
|
3,825
|
|
|
5,292
|
|
|
N/A
|
|
||||||
1-4 family residential first mortgages
|
|
527
|
|
|
536
|
|
|
N/A
|
|
|
679
|
|
|
679
|
|
|
N/A
|
|
||||||
Home equity
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||||||
Commercial
|
|
763
|
|
|
763
|
|
|
N/A
|
|
|
2,077
|
|
|
3,046
|
|
|
N/A
|
|
||||||
Consumer and other
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
||||||
|
|
1,913
|
|
|
2,669
|
|
|
N/A
|
|
|
6,863
|
|
|
9,309
|
|
|
N/A
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
807
|
|
|
807
|
|
|
$
|
560
|
|
|
3,615
|
|
|
3,615
|
|
|
$
|
1,297
|
|
||||
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
|
|
||||||
Commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,574
|
|
|
1,574
|
|
|
523
|
|
||||||
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
3,163
|
|
|
3,163
|
|
|
1,893
|
|
|
10,088
|
|
|
10,088
|
|
|
4,906
|
|
||||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
1,007
|
|
|
1,152
|
|
|
560
|
|
|
3,897
|
|
|
3,907
|
|
|
1,297
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction, land and land development
|
|
2,460
|
|
|
3,062
|
|
|
1,300
|
|
|
8,266
|
|
|
9,733
|
|
|
3,000
|
|
||||||
1-4 family residential first mortgages
|
|
846
|
|
|
855
|
|
|
33
|
|
|
679
|
|
|
679
|
|
|
—
|
|
||||||
Home equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
458
|
|
|
458
|
|
|
86
|
|
||||||
Commercial
|
|
763
|
|
|
763
|
|
|
—
|
|
|
3,651
|
|
|
4,620
|
|
|
523
|
|
||||||
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total impaired loans
|
|
$
|
5,076
|
|
|
$
|
5,832
|
|
|
$
|
1,893
|
|
|
$
|
16,951
|
|
|
$
|
19,397
|
|
|
$
|
4,906
|
|
|
|
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
|
|
|
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, 2013
|
||||||||||||||||||||||||||
|
|
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
|
||||||||||||||
Commercial
|
|
$
|
407
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
607
|
|
|
$
|
257,403
|
|
|
$
|
258,010
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction, land and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
land development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,394
|
|
|
117,394
|
|
|
—
|
|
|||||||
1-4 family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
first mortgages
|
|
103
|
|
|
240
|
|
|
539
|
|
|
882
|
|
|
49,467
|
|
|
50,349
|
|
|
—
|
|
|||||||
Home equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,205
|
|
|
25,205
|
|
|
—
|
|
|||||||
Commercial
|
|
110
|
|
|
268
|
|
|
—
|
|
|
378
|
|
|
531,761
|
|
|
532,139
|
|
|
—
|
|
|||||||
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,236
|
|
|
9,236
|
|
|
—
|
|
|||||||
Total
|
|
$
|
620
|
|
|
$
|
508
|
|
|
$
|
739
|
|
|
$
|
1,867
|
|
|
$
|
990,466
|
|
|
$
|
992,333
|
|
|
$
|
—
|
|
Nonaccrual loans included
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
above
|
|
$
|
407
|
|
|
$
|
240
|
|
|
$
|
739
|
|
|
$
|
1,386
|
|
|
$
|
1,012
|
|
|
$
|
2,398
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||||||||||||||
|
|
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
|
||||||||||||||
Commercial
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
477
|
|
|
$
|
281,647
|
|
|
$
|
282,124
|
|
|
$
|
—
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction, land and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
land development
|
|
—
|
|
|
—
|
|
|
3,356
|
|
|
3,356
|
|
|
118,555
|
|
|
121,911
|
|
|
—
|
|
|||||||
1-4 family residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
first mortgages
|
|
89
|
|
|
143
|
|
|
152
|
|
|
384
|
|
|
48,896
|
|
|
49,280
|
|
|
—
|
|
|||||||
Home equity
|
|
279
|
|
|
27
|
|
|
—
|
|
|
306
|
|
|
25,230
|
|
|
25,536
|
|
|
—
|
|
|||||||
Commercial
|
|
38
|
|
|
236
|
|
|
1,744
|
|
|
2,018
|
|
|
439,839
|
|
|
441,857
|
|
|
—
|
|
|||||||
Consumer and other
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
6,904
|
|
|
7,099
|
|
|
—
|
|
|||||||
Total
|
|
$
|
747
|
|
|
$
|
406
|
|
|
$
|
5,583
|
|
|
$
|
6,736
|
|
|
$
|
921,071
|
|
|
$
|
927,807
|
|
|
$
|
—
|
|
Nonaccrual loans included
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
above
|
|
$
|
74
|
|
|
$
|
236
|
|
|
$
|
5,583
|
|
|
$
|
5,893
|
|
|
$
|
507
|
|
|
$
|
6,400
|
|
|
|
|
|
December 31, 2013
|
||||||||||||||||||
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial
|
|
$
|
244,766
|
|
|
$
|
10,933
|
|
|
$
|
2,311
|
|
|
$
|
—
|
|
|
$
|
258,010
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, land and land development
|
|
100,236
|
|
|
12,661
|
|
|
4,497
|
|
|
—
|
|
|
117,394
|
|
|||||
1-4 family residential first mortgages
|
|
48,766
|
|
|
408
|
|
|
1,175
|
|
|
—
|
|
|
50,349
|
|
|||||
Home equity
|
|
23,608
|
|
|
1,495
|
|
|
102
|
|
|
—
|
|
|
25,205
|
|
|||||
Commercial
|
|
517,441
|
|
|
7,309
|
|
|
7,389
|
|
|
—
|
|
|
532,139
|
|
|||||
Consumer and other
|
|
9,230
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
9,236
|
|
|||||
Total
|
|
$
|
944,047
|
|
|
$
|
32,812
|
|
|
$
|
15,474
|
|
|
$
|
—
|
|
|
$
|
992,333
|
|
|
|
December 31, 2012
|
||||||||||||||||||
|
|
Pass
|
|
Watch
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial
|
|
$
|
258,677
|
|
|
$
|
17,234
|
|
|
$
|
6,213
|
|
|
$
|
—
|
|
|
$
|
282,124
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction, land and land development
|
|
94,855
|
|
|
15,030
|
|
|
12,026
|
|
|
—
|
|
|
121,911
|
|
|||||
1-4 family residential first mortgages
|
|
47,392
|
|
|
861
|
|
|
1,027
|
|
|
—
|
|
|
49,280
|
|
|||||
Home equity
|
|
24,659
|
|
|
105
|
|
|
772
|
|
|
—
|
|
|
25,536
|
|
|||||
Commercial
|
|
420,888
|
|
|
8,101
|
|
|
12,868
|
|
|
—
|
|
|
441,857
|
|
|||||
Consumer and other
|
|
7,063
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
7,099
|
|
|||||
Total
|
|
$
|
853,534
|
|
|
$
|
41,367
|
|
|
$
|
32,906
|
|
|
$
|
—
|
|
|
$
|
927,807
|
|
|
2013
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Charge-offs
|
(742
|
)
|
|
—
|
|
|
(116
|
)
|
|
(119
|
)
|
|
(624
|
)
|
|
(33
|
)
|
|
(1,634
|
)
|
|||||||
Recoveries
|
292
|
|
|
42
|
|
|
150
|
|
|
236
|
|
|
2
|
|
|
24
|
|
|
746
|
|
|||||||
Provision
(1)
|
533
|
|
|
(1,626
|
)
|
|
(58
|
)
|
|
(282
|
)
|
|
543
|
|
|
40
|
|
|
(850
|
)
|
|||||||
Ending balance
|
$
|
4,199
|
|
|
$
|
3,032
|
|
|
$
|
613
|
|
|
$
|
403
|
|
|
$
|
5,485
|
|
|
$
|
59
|
|
|
$
|
13,791
|
|
|
2012
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Charge-offs
|
(402
|
)
|
|
(1,508
|
)
|
|
(301
|
)
|
|
(343
|
)
|
|
(5
|
)
|
|
(25
|
)
|
|
(2,584
|
)
|
|||||||
Recoveries
|
354
|
|
|
—
|
|
|
98
|
|
|
22
|
|
|
206
|
|
|
30
|
|
|
710
|
|
|||||||
Provision
(1)
|
(245
|
)
|
|
2,552
|
|
|
(375
|
)
|
|
57
|
|
|
(1,304
|
)
|
|
(60
|
)
|
|
625
|
|
|||||||
Ending balance
|
$
|
4,116
|
|
|
$
|
4,616
|
|
|
$
|
637
|
|
|
$
|
568
|
|
|
$
|
5,564
|
|
|
$
|
28
|
|
|
$
|
15,529
|
|
|
2011
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Charge-offs
|
(2,976
|
)
|
|
(2
|
)
|
|
(946
|
)
|
|
(97
|
)
|
|
(722
|
)
|
|
(21
|
)
|
|
(4,764
|
)
|
|||||||
Recoveries
|
1,809
|
|
|
2
|
|
|
42
|
|
|
29
|
|
|
1
|
|
|
22
|
|
|
1,905
|
|
|||||||
Provision
(1)
|
(2,364
|
)
|
|
(215
|
)
|
|
1,472
|
|
|
242
|
|
|
1,565
|
|
|
(150
|
)
|
|
550
|
|
|||||||
Ending balance
|
$
|
4,409
|
|
|
$
|
3,572
|
|
|
$
|
1,215
|
|
|
$
|
832
|
|
|
$
|
6,667
|
|
|
$
|
83
|
|
|
$
|
16,778
|
|
(1)
|
The negative provisions for the various segments are either related to the decline in each of those portfolio segments during the time periods disclosed and/or improvement in the credit quality factors related to those portfolio segments.
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Collectively evaluated for impairment
|
3,639
|
|
|
1,732
|
|
|
580
|
|
|
403
|
|
|
5,485
|
|
|
59
|
|
|
11,898
|
|
|||||||
Total
|
$
|
4,199
|
|
|
$
|
3,032
|
|
|
$
|
613
|
|
|
$
|
403
|
|
|
$
|
5,485
|
|
|
$
|
59
|
|
|
$
|
13,791
|
|
|
December 31, 2012
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Collectively evaluated for impairment
|
2,819
|
|
|
1,616
|
|
|
637
|
|
|
482
|
|
|
5,041
|
|
|
28
|
|
|
10,623
|
|
|||||||
Total
|
$
|
4,116
|
|
|
$
|
4,616
|
|
|
$
|
637
|
|
|
$
|
568
|
|
|
$
|
5,564
|
|
|
$
|
28
|
|
|
$
|
15,529
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Collectively evaluated for impairment
|
257,003
|
|
|
114,934
|
|
|
49,503
|
|
|
25,205
|
|
|
531,376
|
|
|
9,236
|
|
|
987,257
|
|
|||||||
Total
|
$
|
258,010
|
|
|
$
|
117,394
|
|
|
$
|
50,349
|
|
|
$
|
25,205
|
|
|
$
|
532,139
|
|
|
$
|
9,236
|
|
|
$
|
992,333
|
|
|
December 31, 2012
|
||||||||||||||||||||||||||
|
|
|
Real Estate
|
|
|
|
|
||||||||||||||||||||
|
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
|
|
Collectively evaluated for impairment
|
278,227
|
|
|
113,645
|
|
|
48,601
|
|
|
25,078
|
|
|
438,206
|
|
|
7,099
|
|
|
910,856
|
|
|||||||
Total
|
$
|
282,124
|
|
|
$
|
121,911
|
|
|
$
|
49,280
|
|
|
$
|
25,536
|
|
|
$
|
441,857
|
|
|
$
|
7,099
|
|
|
$
|
927,807
|
|
|
2013
|
|
2012
|
||||
Land
|
$
|
2,704
|
|
|
$
|
1,244
|
|
Buildings
|
1,570
|
|
|
1,391
|
|
||
Leasehold improvements
|
3,004
|
|
|
2,971
|
|
||
Furniture and equipment
|
5,611
|
|
|
4,908
|
|
||
|
12,889
|
|
|
10,514
|
|
||
Accumulated depreciation
|
5,402
|
|
|
4,905
|
|
||
|
$
|
7,487
|
|
|
$
|
5,609
|
|
2014
|
$
|
87,834
|
|
2015
|
29,508
|
|
|
2016
|
15,608
|
|
|
2017
|
5,600
|
|
|
2018
|
7,594
|
|
|
|
$
|
146,144
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||
Maturity
|
|
|
|
Interest
|
|
Effective
|
|
|
|
Interest
|
|
Effective
|
|
|
||||||
Date
|
|
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
|
|
12/23/2019
|
|
Variable
|
|
0.54%
|
|
2.38%
|
|
25,000
|
|
|
0.60
|
%
|
|
2.44
|
%
|
|
25,000
|
|
||
6/22/2020
|
|
Variable
|
|
0.56%
|
|
2.40%
|
|
25,000
|
|
|
0.62
|
%
|
|
2.46
|
%
|
|
25,000
|
|
||
9/21/2020
|
|
Variable
|
|
0.56%
|
|
2.48%
|
|
30,000
|
|
|
0.62
|
%
|
|
2.54
|
%
|
|
30,000
|
|
||
|
|
|
|
|
|
|
|
105,000
|
|
|
|
|
|
|
105,000
|
|
||||
Discount for modification
|
|
|
|
|
|
(9,608
|
)
|
|
|
|
|
|
(11,110
|
)
|
||||||
Total FHLB advances, net of discount
|
|
|
|
$
|
95,392
|
|
|
|
|
|
|
$
|
93,890
|
|
(1)
|
The effective interest rate for the variable rate advances includes the effects of the discount fee amortization.
|
(2)
|
Callable quarterly.
|
2014
|
$
|
3,260
|
|
2015
|
3,260
|
|
|
2016
|
3,286
|
|
|
2017
|
3,312
|
|
|
2018
|
2,513
|
|
|
Thereafter
|
304
|
|
|
|
$
|
15,935
|
|
December 31, 2013
|
|
|
Notional
Amount
|
|
Fair Value
|
|
Balance Sheet
Category
|
|
Weighted
Average
Receive Rate
|
|
Weighted
Average Pay
Rate
|
|
Maturity
|
||||||
Interest rate swap
|
(1)
|
|
$
|
25,000
|
|
|
$
|
820
|
|
|
Other Assets
|
|
0.54
|
%
|
|
2.10
|
%
|
|
12/23/2019
|
Interest rate swap
|
(2)
|
|
25,000
|
|
|
1,002
|
|
|
Other Assets
|
|
0.56
|
%
|
|
2.34
|
%
|
|
6/22/2020
|
||
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
|
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
|
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
|
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
5,097
|
|
|
$
|
5,129
|
|
|
$
|
4,441
|
|
State
|
1,076
|
|
|
996
|
|
|
900
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
||||
Federal
|
1,044
|
|
|
548
|
|
|
630
|
|
|||
State
|
103
|
|
|
91
|
|
|
101
|
|
|||
Income taxes
|
$
|
7,320
|
|
|
$
|
6,764
|
|
|
$
|
6,072
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
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
|
%
|
State income tax expense, net of
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
federal income tax benefit
|
687
|
|
|
2.8
|
|
|
639
|
|
|
2.8
|
|
|
557
|
|
|
2.6
|
|
|||
Tax-exempt interest income
|
(1,331
|
)
|
|
(5.5
|
)
|
|
(1,095
|
)
|
|
(4.8
|
)
|
|
(1,328
|
)
|
|
(6.2
|
)
|
|||
Nondeductible interest expense to
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
own tax-exempts
|
46
|
|
|
0.2
|
|
|
42
|
|
|
0.2
|
|
|
54
|
|
|
0.3
|
|
|||
Tax-exempt increase in cash value of
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
life insurance and gains
|
(226
|
)
|
|
(0.9
|
)
|
|
(553
|
)
|
|
(2.4
|
)
|
|
(532
|
)
|
|
(2.5
|
)
|
|||
Valuation allowance
|
116
|
|
|
0.4
|
|
|
98
|
|
|
0.4
|
|
|
227
|
|
|
1.1
|
|
|||
New markets tax credit
|
(273
|
)
|
|
(1.1
|
)
|
|
(273
|
)
|
|
(1.2
|
)
|
|
(273
|
)
|
|
(1.3
|
)
|
|||
Other, net
|
(173
|
)
|
|
(0.7
|
)
|
|
(65
|
)
|
|
(0.3
|
)
|
|
(102
|
)
|
|
(0.5
|
)
|
|||
Income taxes
|
$
|
7,320
|
|
|
30.2
|
%
|
|
$
|
6,764
|
|
|
29.7
|
%
|
|
$
|
6,072
|
|
|
28.5
|
%
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
5,241
|
|
|
$
|
5,901
|
|
Investment security impairment
|
106
|
|
|
106
|
|
||
Net unrealized losses on securities available for sale
|
3,466
|
|
|
—
|
|
||
Net unrealized losses on interest rate swaps
|
—
|
|
|
283
|
|
||
Intangibles
|
1,387
|
|
|
1,695
|
|
||
Other real estate owned
|
1,572
|
|
|
1,475
|
|
||
Accrued expenses
|
819
|
|
|
766
|
|
||
Restricted stock compensation
|
140
|
|
|
45
|
|
||
State net operating loss carryforward
|
647
|
|
|
529
|
|
||
Capital loss carryforward
|
4,063
|
|
|
4,065
|
|
||
Other
|
56
|
|
|
243
|
|
||
|
17,497
|
|
|
15,108
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Net deferred loan fees and costs
|
280
|
|
|
272
|
|
||
Net unrealized gains on securities available for sale
|
—
|
|
|
1,463
|
|
||
Net unrealized gains on interest rate swaps
|
1,297
|
|
|
—
|
|
||
Premises and equipment
|
559
|
|
|
513
|
|
||
Loans
|
1,038
|
|
|
878
|
|
||
Other
|
314
|
|
|
291
|
|
||
|
3,488
|
|
|
3,417
|
|
||
Net deferred tax assets before valuation allowance
|
14,009
|
|
|
11,691
|
|
||
Valuation allowance for deferred tax assets
|
(4,816
|
)
|
|
(4,700
|
)
|
||
Net deferred tax assets
|
$
|
9,193
|
|
|
$
|
6,991
|
|
|
2013
|
|
2012
|
||||||||||
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
||||||
|
|
|
Grant-Date
|
|
|
|
Grant-Date
|
||||||
(actual amounts, not in thousands)
|
Shares
|
|
Fair Value Per Share
|
|
Shares
|
|
Fair Value Per Share
|
||||||
Nonvested shares, beginning of period
|
66,793
|
|
|
$
|
9.74
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
77,500
|
|
|
11.10
|
|
|
66,793
|
|
|
9.74
|
|
||
Vested
|
(13,956
|
)
|
|
10.17
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested shares, end of period
|
130,337
|
|
|
$
|
10.50
|
|
|
66,793
|
|
|
$
|
9.74
|
|
|
Noncredit-related
|
|
|
|
|
|
|
||||||||
|
Unrealized
|
|
Unrealized
|
|
Unrealized
|
|
Accumulated
|
||||||||
|
Gains (Losses)
|
|
Gains (Losses)
|
|
Gains
|
|
Other
|
||||||||
|
on Securities
|
|
on Securities
|
|
(Losses) on
|
|
Comprehensive
|
||||||||
|
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
|
|
||||
Other comprehensive income (loss) before
|
|
|
|
|
|
|
|
||||||||
reclassifications
|
320
|
|
|
(8,363
|
)
|
|
2,579
|
|
|
(5,464
|
)
|
||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
||||||||
comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
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
|
)
|
|
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
|
|
|
|
Actual
|
|
To Be Well-Capitalized For Capital
Adequacy Purposes
|
|
To Be Well-Capitalized
Under Prompt
Corrective
Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
$
|
160,737
|
|
|
13.94
|
%
|
|
$
|
92,265
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
West Bank
|
|
155,666
|
|
|
13.86
|
|
|
89,859
|
|
|
8.0
|
|
|
$
|
112,323
|
|
|
10.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
146,946
|
|
|
12.74
|
|
|
46,133
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
West Bank
|
|
141,875
|
|
|
12.63
|
|
|
44,929
|
|
|
4.0
|
|
|
67,394
|
|
|
6.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
146,946
|
|
|
10.04
|
|
|
58,520
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
West Bank
|
|
141,875
|
|
|
9.80
|
|
|
57,882
|
|
|
4.0
|
|
|
72,353
|
|
|
5.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
$
|
165,995
|
|
|
15.56
|
%
|
|
$
|
85,331
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
West Bank
|
|
145,252
|
|
|
14.03
|
|
|
82,844
|
|
|
8.0
|
|
|
$
|
103,555
|
|
|
10.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
152,635
|
|
|
14.31
|
|
|
42,666
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
West Bank
|
|
132,276
|
|
|
12.77
|
|
|
41,422
|
|
|
4.0
|
|
|
62,133
|
|
|
6.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Consolidated
|
|
152,635
|
|
|
11.23
|
|
|
54,387
|
|
|
4.0
|
|
|
N/A
|
|
|
N/A
|
|
|||
West Bank
|
|
132,276
|
|
|
9.85
|
|
|
53,722
|
|
|
4.0
|
|
|
67,153
|
|
|
5.0
|
|
2014
|
$
|
1,725
|
|
2015
|
1,699
|
|
|
2016
|
1,688
|
|
|
2017
|
1,695
|
|
|
2018
|
1,703
|
|
|
Thereafter
|
14,080
|
|
|
|
$
|
22,590
|
|
|
2013
|
|
2012
|
||||
Commitments to extend credit
|
$
|
388,197
|
|
|
$
|
360,879
|
|
Standby letters of credit
|
3,546
|
|
|
10,488
|
|
||
|
$
|
391,743
|
|
|
$
|
371,367
|
|
|
|
2013
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies and corporations
|
|
$
|
12,871
|
|
|
$
|
—
|
|
|
$
|
12,871
|
|
|
$
|
—
|
|
State and political subdivisions
|
|
87,788
|
|
|
—
|
|
|
87,788
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
|
168,648
|
|
|
—
|
|
|
168,648
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
58,156
|
|
|
—
|
|
|
58,156
|
|
|
—
|
|
||||
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
|
|
|
|
2012
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies and corporations
|
|
$
|
13,034
|
|
|
$
|
—
|
|
|
$
|
13,034
|
|
|
$
|
—
|
|
State and political subdivisions
|
|
56,761
|
|
|
—
|
|
|
56,761
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
|
173,594
|
|
|
—
|
|
|
173,594
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
38,424
|
|
|
—
|
|
|
38,424
|
|
|
—
|
|
||||
Trust preferred securities
|
|
2,095
|
|
|
—
|
|
|
761
|
|
|
1,334
|
|
||||
Corporate notes and equity securities
|
|
8,406
|
|
|
7,780
|
|
|
626
|
|
|
—
|
|
||||
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
|
|
|
$
|
—
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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%)
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
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
|
|
Federal funds sold and other short-term
|
|
|
|
|
|
|
|
|
|
||||||||
investments
|
Level 1
|
|
1,299
|
|
|
1,299
|
|
|
111,057
|
|
|
111,057
|
|
||||
Investment securities available for sale
|
See previous table
|
|
345,216
|
|
|
345,216
|
|
|
292,314
|
|
|
292,314
|
|
||||
Federal Home Loan Bank stock
|
Level 1
|
|
11,851
|
|
|
11,851
|
|
|
11,789
|
|
|
11,789
|
|
||||
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
|
|
||||
Accrued interest receivable
|
Level 1
|
|
4,007
|
|
|
4,007
|
|
|
3,652
|
|
|
3,652
|
|
||||
Interest rate swaps
|
See previous table
|
|
3,415
|
|
|
3,415
|
|
|
—
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
Level 2
|
|
$
|
1,163,842
|
|
|
$
|
1,165,112
|
|
|
$
|
1,134,576
|
|
|
$
|
1,136,378
|
|
Federal funds purchased and securities
|
|
|
|
|
|
|
|
|
|
||||||||
sold under agreements to repurchase
|
Level 1
|
|
16,622
|
|
|
16,622
|
|
|
55,596
|
|
|
55,596
|
|
||||
Accrued interest payable
|
Level 1
|
|
429
|
|
|
429
|
|
|
472
|
|
|
472
|
|
||||
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
|
|
||||
Off-balance-sheet financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commitments to extend credit
|
Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Standby letters of credit
|
Level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
All loans are Level 2 except impaired loans of $1,270 and $5,182 as of December 31, 2013 and 2012, respectively, which are Level 3.
|
Statements of Income
|
||||||||||||
Years Ended December 31, 2013, 2012, and 2011
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating income:
|
|
|
|
|
|
|
||||||
Equity in net income of West Bank
|
|
$
|
18,609
|
|
|
$
|
17,700
|
|
|
$
|
17,398
|
|
Equity in net income of West Bancorporation Capital Trust I
|
|
21
|
|
|
22
|
|
|
21
|
|
|||
Interest and dividend income
|
|
—
|
|
|
44
|
|
|
49
|
|
|||
Investment securities impairment losses
|
|
—
|
|
|
(203
|
)
|
|
(99
|
)
|
|||
Intercompany rental income
|
|
145
|
|
|
36
|
|
|
—
|
|
|||
Other income
|
|
—
|
|
|
—
|
|
|
55
|
|
|||
Total operating income
|
|
18,775
|
|
|
17,599
|
|
|
17,424
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Interest on subordinated notes
|
|
711
|
|
|
751
|
|
|
715
|
|
|||
Interest on long-term debt
|
|
188
|
|
|
—
|
|
|
—
|
|
|||
Occupancy
|
|
49
|
|
|
10
|
|
|
—
|
|
|||
Other real estate owned expense
|
|
1,511
|
|
|
1,011
|
|
|
2,021
|
|
|||
Other expenses
|
|
686
|
|
|
590
|
|
|
512
|
|
|||
Total operating expenses
|
|
3,145
|
|
|
2,362
|
|
|
3,248
|
|
|||
Income before income taxes
|
|
15,630
|
|
|
15,237
|
|
|
14,176
|
|
|||
Income tax benefits
|
|
(1,261
|
)
|
|
(774
|
)
|
|
(1,092
|
)
|
|||
Net income
|
|
$
|
16,891
|
|
|
$
|
16,011
|
|
|
$
|
15,268
|
|
Statements of Cash Flows
|
||||||||||||
Years Ended December 31, 2013, 2012, and 2011
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
16,891
|
|
|
$
|
16,011
|
|
|
$
|
15,268
|
|
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
|
)
|
|||
Equity in net income of West Bancorporation Capital Trust I
|
|
(21
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|||
Dividends received from West Bank
|
|
19,200
|
|
|
12,500
|
|
|
42,035
|
|
|||
Dividends received from West Bancorporation Capital Trust I
|
|
21
|
|
|
22
|
|
|
21
|
|
|||
Investment securities impairment losses
|
|
—
|
|
|
203
|
|
|
99
|
|
|||
Amortization
|
|
20
|
|
|
14
|
|
|
14
|
|
|||
Depreciation
|
|
43
|
|
|
10
|
|
|
—
|
|
|||
Loss on disposition of premises
|
|
—
|
|
|
36
|
|
|
—
|
|
|||
Write-down of other real estate owned
|
|
1,341
|
|
|
943
|
|
|
1,902
|
|
|||
Loss on sale of other real estate owned
|
|
70
|
|
|
—
|
|
|
50
|
|
|||
Deferred income tax benefits
|
|
(412
|
)
|
|
(343
|
)
|
|
(726
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in other assets
|
|
(219
|
)
|
|
25
|
|
|
1,210
|
|
|||
Increase (decrease) in accrued expenses and other liabilities
|
|
(137
|
)
|
|
65
|
|
|
(214
|
)
|
|||
Net cash provided by operating activities
|
|
18,188
|
|
|
11,764
|
|
|
42,240
|
|
|||
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
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(10,885
|
)
|
|
(382
|
)
|
|
195
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
16,000
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on long-term debt
|
|
(830
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock cash dividends
|
|
(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 used in financing activities
|
|
(7,597
|
)
|
|
(6,265
|
)
|
|
(40,779
|
)
|
|||
Net increase (decrease) in cash
|
|
(294
|
)
|
|
5,117
|
|
|
1,656
|
|
|||
Cash:
|
|
|
|
|
|
|
|
|||||
Beginning
|
|
6,999
|
|
|
1,882
|
|
|
226
|
|
|||
Ending
|
|
$
|
6,705
|
|
|
$
|
6,999
|
|
|
$
|
1,882
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Purchase of premises financed by issuance of long-term debt
|
|
$
|
765
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2013
|
||||||||||||||
Three months ended
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Interest income
|
|
$
|
12,572
|
|
|
$
|
13,261
|
|
|
$
|
13,444
|
|
|
$
|
13,464
|
|
Interest expense
|
|
1,748
|
|
|
1,728
|
|
|
1,818
|
|
|
1,764
|
|
||||
Net interest income
|
|
10,824
|
|
|
11,533
|
|
|
11,626
|
|
|
11,700
|
|
||||
Provision for loan losses
|
|
150
|
|
|
—
|
|
|
(1,000
|
)
|
|
—
|
|
||||
Net interest income after provision for loan losses
|
|
10,674
|
|
|
11,533
|
|
|
12,626
|
|
|
11,700
|
|
||||
Noninterest income
|
|
2,221
|
|
|
2,017
|
|
|
2,130
|
|
|
2,135
|
|
||||
Noninterest expense
|
|
7,246
|
|
|
7,415
|
|
|
8,413
|
|
|
7,751
|
|
||||
Income before income taxes
|
|
5,649
|
|
|
6,135
|
|
|
6,343
|
|
|
6,084
|
|
||||
Income taxes
|
|
1,701
|
|
|
1,837
|
|
|
1,980
|
|
|
1,802
|
|
||||
Net income
|
|
$
|
3,948
|
|
|
$
|
4,298
|
|
|
$
|
4,363
|
|
|
$
|
4,282
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
$
|
0.23
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
Diluted earnings per common share
|
|
$
|
0.23
|
|
|
$
|
0.25
|
|
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
|
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
|
|
|
|
Number of shares to be
|
|
Weighted-average
|
|
Number of shares remaining available
|
|||
|
|
issued upon exercise of
|
|
exercise price of
|
|
for future issuance under equity
|
|||
|
|
outstanding options,
|
|
outstanding options,
|
|
compensation plans (excluding shares
|
|||
|
|
warrants and rights
|
|
warrants and rights
|
|
reflected in column (a))
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans
|
|
|
|
|
|
|
|||
approved by shareholders
|
|
130,337
|
|
|
—
|
|
|
656,749
|
|
Equity compensation plans not
|
|
|
|
|
|
|
|||
approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
130,337
|
|
|
—
|
|
|
656,749
|
|
(a)
|
1. Financial Statements
|
3.1
|
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
)
|
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*
|
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*
|
Form of Restricted Stock Unit Award Agreement
(incorporated herein by reference to Exhibit 10.1 of the Form 10-Q filed on April 26, 2012)
|
10.14*
|
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*
|
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*
|
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*
|
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)
|
March 6, 2014
|
By:
|
/s/ David D. Nelson
|
|
|
David D. Nelson
|
|
|
Chief Executive Officer and President
|
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
|
RESTATEMENT January 1, 2014
|
i
|
TABLE OF CONTENTS (8-1401)
|
RESTATEMENT January 1, 2014
|
ii
|
TABLE OF CONTENTS (8-1401)
|
RESTATEMENT JANUARY 1, 2014
|
1
|
INTRODUCTION (8-1401)
|
(h)
|
Cash dividends paid on shares of Qualifying Employer Securities credited to the account maintained to reflect Contributions (with a separate dividend source account for each such type of contribution) that are initially reinvested in Qualifying Employer Securities at the election of the Participant.
|
RESTATEMENT January 1, 2014
|
2
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
3
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
4
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
5
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
6
|
ARTICLE I (8-1401)
|
(a)
|
the Period of Severance immediately follows a period during which an Employee is not absent from work and ends within 12 months; or
|
(b)
|
the Period of Severance immediately follows a period during which an Employee is absent from work for any reason other than quitting, being discharged, or retiring (such as a leave of absence or layoff) and ends within 12 months of the date he was first absent.
|
RESTATEMENT January 1, 2014
|
7
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
8
|
ARTICLE I (8-1401)
|
(a)
|
was a 5-percent owner at any time during the year or the preceding year, or
|
(b)
|
for the preceding year had compensation from the Employer in excess of $80,000. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996.
|
RESTATEMENT January 1, 2014
|
9
|
ARTICLE I (8-1401)
|
(a)
|
Each hour for which an Employee is paid, or entitled to payment, for performing duties for the Employer during the applicable computation period.
|
(b)
|
Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time in which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding provisions of this subparagraph (b), no credit will be given to the Employee:
|
(1)
|
for more than 501 Hours of Service under this subparagraph (b) on account of any single continuous period in which the Employee performs no duties (whether or not such period occurs in a single computation period); or
|
(2)
|
for an Hour of Service for which the Employee is directly or indirectly paid, or entitled to payment, on account of a period in which no duties are performed if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker's or workmen's compensation, or unemployment compensation, or disability insurance laws; or
|
(3)
|
for an Hour of Service for a payment which solely reimburses the Employee for medical or medically related expenses incurred by him.
|
(c)
|
Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under subparagraph (a) or subparagraph (b) above (as the case may be) and under this subparagraph (c). Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in subparagraph (b) above will be subject to the limitations set forth in that subparagraph.
|
RESTATEMENT January 1, 2014
|
10
|
ARTICLE I (8-1401)
|
(a)
|
who has the power to manage, acquire, or dispose of any assets of the Plan;
|
RESTATEMENT January 1, 2014
|
11
|
ARTICLE I (8-1401)
|
(b)
|
who (i) is registered as an investment adviser under the Investment Advisers Act of 1940; (ii) is not registered as an investment adviser under such Act by reason of paragraph (1) of section 203A(a) of such Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business, and, at the time it last filed the registration form most recently filed by it with such state in order to maintain its registration under the laws of such state, also filed a copy of such form with the Secretary of Labor; (iii) is a bank, as defined in that Act; or (iv) is an insurance company qualified to perform services described in subparagraph (a) above under the laws of more than one state; and
|
(c)
|
who has acknowledged in writing being a fiduciary with respect to the Plan.
|
(a)
|
such employee is covered by a money purchase pension plan providing (i) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), (ii) immediate participation, and (iii) full and immediate vesting, and
|
(b)
|
Leased Employees do not constitute more than 20 percent of the recipient's nonhighly compensated work force.
|
RESTATEMENT January 1, 2014
|
12
|
ARTICLE I (8-1401)
|
(a)
|
by reason of pregnancy of the Employee,
|
(b)
|
by reason of birth of a child of the Employee,
|
(c)
|
by reason of the placement of a child with the Employee in connection with adoption of such child by such Employee, or
|
(d)
|
for purposes of caring for such child for a period beginning immediately following such birth or placement.
|
(a)
|
who served as a member of the armed forces of the United States, and
|
(b)
|
who was reemployed by the Employer at a time when the Employee had a right to reemployment in accordance with seniority rights as protected under Chapter 43 of Title 38 of the U.S. Code,
|
RESTATEMENT January 1, 2014
|
13
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
14
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
15
|
ARTICLE I (8-1401)
|
(a)
|
the date on which an Employee quits, retires, dies, or is discharged, or
|
(b)
|
the first anniversary of the date an Employee begins a one-year absence from service (with or without pay). This absence may be the result of any combination of vacation, holiday, sickness, disability, leave of absence, or layoff.
|
RESTATEMENT January 1, 2014
|
16
|
ARTICLE I (8-1401)
|
(a)
|
The part of the Participant's Account resulting from Employer Contributions made before a prior Forfeiture Date and all other Contributions that were 100% vested when made.
|
(b)
|
The part of the Participant’s Account that is attributable to dividends credited pursuant to subparagraph (b) under the INVESTMENT IN QUALIFYING EMPLOYER SECURITIES SECTION of Article IV at the election of the Participant that were 100% vested when made.
|
(c)
|
The balance of the Participant's Account in excess of the amount in (a) and (b) above multiplied by his Vesting Percentage.
|
RESTATEMENT January 1, 2014
|
17
|
ARTICLE I (8-1401)
|
|
VESTING SERVICE
|
|
VESTING
|
|
|
(whole years)
|
|
PERCENTAGE
|
|
|
|
|
|
|
|
Less than 1
|
|
0
|
|
|
1
|
|
10
|
|
|
2
|
|
20
|
|
|
3
|
|
40
|
|
|
4
|
|
60
|
|
|
5
|
|
80
|
|
|
6 or more
|
|
100
|
|
RESTATEMENT January 1, 2014
|
18
|
ARTICLE I (8-1401)
|
RESTATEMENT January 1, 2014
|
19
|
ARTICLE I (8-1401)
|
(a)
|
For purposes of Discretionary Contributions, an Employee shall first become an Active Participant (begin active participation in the Plan) on the earliest Quarterly Date on which he is an Eligible Employee and has met both of the eligibility requirements set forth below. This date is his Entry Date for purposes of such Contributions.
|
(1)
|
He has completed twelve consecutive months of Eligibility Service before his Entry Date.
|
(2)
|
He is age 21 or older.
|
(1)
|
He has completed three months of Eligibility Service before his Entry Date.
|
(2)
|
He is age 21 or older.
|
RESTATEMENT January 1, 2014
|
20
|
ARTICLE II (8-1401)
|
(b)
|
An Inactive Participant shall again become an Active Participant (resume active participation in the Plan) for purposes of the Contributions for which he previously had an Entry Date on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such Contributions.
|
(c)
|
A former Participant shall again become an Active Participant (resume active participation in the Plan) for purposes of the Contributions for which he previously had an Entry Date on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date for such Contributions.
|
(a)
|
the date the Participant ceases to be an Eligible Employee, or
|
(b)
|
the effective date of complete termination of the Plan under Article VIII.
|
RESTATEMENT January 1, 2014
|
21
|
ARTICLE II (8-1401)
|
(a)
|
The amount of each Elective Deferral Contribution for a Participant shall be equal to a portion of Compensation as specified in an Elective Deferral Agreement. Such Elective Deferral Contribution shall not be made before the later of (i) the adoption or effective date of the cash or deferred arrangement (CODA) or (ii) the date the Participant signs the Elective Deferral Agreement. An Employee who is eligible to participate in the Plan for purposes of Elective Deferral Contributions may file an Elective Deferral Agreement with the Employer. The Participant shall modify or terminate an Elective Deferral Agreement by filing a new Elective Deferral Agreement. An Elective Deferral Agreement shall remain in effect until modified or terminated by a Participant. An Elective Deferral Agreement may also be terminated according to the terms of an automatic contribution arrangement.
|
RESTATEMENT January 1, 2014
|
22
|
ARTICLE III (8-1401)
|
(b)
|
The Employer shall make Matching Contributions in an amount equal to 100% of Elective Deferral Contributions. Elective Deferral Contributions that are over 6% of Compensation will not be matched.
|
RESTATEMENT January 1, 2014
|
23
|
ARTICLE III (8-1401)
|
(c)
|
Qualified Nonelective Contributions may be made for each Plan Year in an amount determined by the Employer.
|
(d)
|
Discretionary Contributions may be made for each Plan Year in an amount determined by the Employer.
|
RESTATEMENT January 1, 2014
|
24
|
ARTICLE III (8-1401)
|
(a)
|
The Contribution is a Participant Rollover Contribution or a direct rollover of an Eligible Rollover Distribution made from the types of plans and types of contributions specified below.
|
(i)
|
A qualified plan described in Code Section 401(a) or 403(a), including after-tax employee contributions and including any portion of a designated Roth account.
|
(ii)
|
An annuity contract described in Code Section 403(b), including after-tax employee contributions and including any portion of a designated Roth account.
|
(iii)
|
An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including any portion of a designated Roth account.
|
(i)
|
A qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions and including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income.
|
(ii)
|
An annuity contract described in Code Section 403(b), excluding after-tax employee contributions and including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income.
|
(iii)
|
An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including distributions of a designated Roth account only to the extent such amount would otherwise be includible in a Participant’s gross income.
|
(b)
|
The Contribution is of amounts that the Code permits to be transferred to a plan that meets the requirements of Code Section 401(a).
|
(c)
|
The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days after an Eligible Employee or Inactive Participant receives the distribution.
|
(d)
|
The Eligible Employee or Inactive Participant furnishes evidence satisfactory to the Plan Administrator that the proposed rollover meets conditions (a), (b), and (c) above.
|
(e)
|
In the case of an Inactive Participant, the Contribution must be of an amount distributed from another plan of the Employer or a plan of a Controlled Group member.
|
RESTATEMENT January 1, 2014
|
25
|
ARTICLE III (8-1401)
|
(a)
|
the date the record keeper is notified that the Participant died (if prior to such date he has had a Severance from Employment), or
|
(b)
|
the Participant’s Forfeiture Date.
|
RESTATEMENT January 1, 2014
|
26
|
ARTICLE III (8-1401)
|
RESTATEMENT January 1, 2014
|
27
|
ARTICLE III (8-1401)
|
RESTATEMENT January 1, 2014
|
28
|
ARTICLE III (8-1401)
|
(a)
|
Sale under Code Section 1042. Qualifying Employer Securities that have been acquired by the Plan in a sale to which Code Section 1042 applies shall not be allocated during the non-allocation period directly or indirectly under the Plan (or any qualified plan of any Employer) to the Accounts of:
|
(1)
|
The individual who makes the election under Code Section 1042.
|
(2)
|
Any individual who is related (within the meaning of Code Section 267(b)) to the individual who makes the election under Code Section 1042. However, this paragraph shall not apply to lineal descendents of the individual who makes the election under Code Section 1042, provided that the aggregate amount allocated to the benefit of such lineal descendents during the non-allocation period does not exceed more than five percent (5%) of the Qualifying Employer Securities (or amounts allocated in lieu thereof) held by the Plan which are attributable to a sale to the Plan by any person related to such descendents (within the meaning of Code Section 267(c)(4)) in a transaction subject to Code Section 1042.
|
RESTATEMENT January 1, 2014
|
29
|
ARTICLE III (8-1401)
|
(a)
|
Definitions.
For the purpose of determining the contribution limitation set forth in this section, the following terms are defined.
|
(1)
|
employer contributions, provided that ESOP Discretionary Contributions under this Plan that are applied to pay interest on an Exempt Loan and/or Forfeitures of Qualifying Employer Securities that were purchased with an Exempt Loan will not be an Annual Addition if no more than one-third (1/3) of the ESOP Discretionary Contribution that is applied to pay principal or interest on an Exempt Loan for the Plan Year is allocated to Highly Compensated Employees. To the extent Qualifying Employer Securities are allocated to Participants’ Accounts, the lesser of fair market value of the Qualifying Employer Security allocated or the employer contribution used to release such share in the case of repayment of an Exempt Loan, shall be used for purposes of measuring Annual Additions;
|
(2)
|
employee contributions; and
|
(3)
|
forfeitures.
|
(4)
|
mandatory employee contributions, as defined in Code Section 411(c)(2)(C) and section 1.411(c)-1(c)(4) of the regulations, to a defined benefit plan;
|
(5)
|
contributions allocated to any individual medical benefit account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;
|
RESTATEMENT January 1, 2014
|
30
|
ARTICLE III (8-1401)
|
(6)
|
amounts attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer; and
|
(7)
|
annual additions under an annuity contract described in Code Section 403(b).
|
RESTATEMENT January 1, 2014
|
31
|
ARTICLE III (8-1401)
|
(1)
|
The Defined Contribution Dollar Limitation, or
|
(2)
|
100 percent of the Participant’s Compensation for the Limitation Year.
|
RESTATEMENT January 1, 2014
|
32
|
ARTICLE III (8-1401)
|
(b)
|
If the Participant does not participate in another defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations (without regard to whether the plan(s) have been terminated) maintained by the Employer, the amount of Annual Additions that may be credited to the Participant’s Account for any Limitation Year shall not exceed the lesser of the Maximum Annual Addition or any other limitation contained in this Plan. If the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Annual Addition, the amount contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Annual Addition.
|
(c)
|
If, in addition to this Plan, the Participant is covered under another defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations, (without regard to whether the plan(s) have been terminated) maintained by the Employer that provides an Annual Addition during any Limitation Year, the Annual Additions that may be credited to a Participant’s Account under this Plan for any such Limitation Year will not exceed the Maximum Annual Addition, reduced by the Annual Additions credited to a Participant’s account under the other defined contribution plan(s) for the same Limitation Year. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) maintained by the Employer are less than the Maximum Annual Addition, and the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Annual Addition. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) in the aggregate are equal to or greater than the Maximum Annual Addition, no amount will be contributed or allocated to the Participant’s Account under this Plan for the Limitation Year.
|
(d)
|
The limitation of this section shall be determined and applied taking into account the rules in subparagraph (e) below.
|
(e)
|
Other Rules
|
(1)
|
Aggregating Plans.
For purposes of applying the limitations of this section for a Limitation Year, all defined contribution plans (as defined in section 1.415(c)-1(a)(2)(i) of the regulations and without regard to whether the plan(s) have been terminated) ever maintained by the Employer and all defined contribution plans of a Predecessor Employer (in the Limitation Year in which such Predecessor Employer is created) under which a Participant receives Annual Additions are treated as one defined contribution plan.
|
RESTATEMENT January 1, 2014
|
33
|
ARTICLE III (8-1401)
|
(2)
|
Break-up of Affiliated Employers.
The Annual Additions under a formerly affiliated plan (as defined in section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer are taken into account for purposes of applying the limitations of this section for the Limitation Year in which the cessation of affiliation took place.
|
(3)
|
Previously Unaggregated Plans.
The limitations of this section are not exceeded for the first Limitation Year in which two or more existing plans, which previously were not required to be aggregated pursuant to section 1.415(f) of the regulations, are aggregated, provided that no Annual Additions are credited to a Participant after the date on which the plans are required to be aggregated if the Annual Additions already credited to the Participant in the existing plans equal or exceed the Maximum Annual Addition.
|
(4)
|
Aggregation with Multiemployer Plan.
If the Employer maintains a multiemployer plan, as defined in Code Section 414(f), and the multiemployer plan so provides, only the Annual Additions under the multiemployer plan that are provided by the Employer shall be treated as Annual Additions provided under a plan maintained by the Employer for purposes of this section.
|
(a)
|
Definitions. For purposes of this section, the following terms are defined:
|
RESTATEMENT January 1, 2014
|
34
|
ARTICLE III (8-1401)
|
RESTATEMENT January 1, 2014
|
35
|
ARTICLE III (8-1401)
|
(1)
|
The aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over
|
(2)
|
The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages).
|
(1)
|
The aggregate amount of employer contributions actually taken into account in computing the Deferral Percentage of Highly Compensated Employees for such Plan Year, over
|
(2)
|
The maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in the order of the Deferral Percentages, beginning with the highest of such percentages).
|
RESTATEMENT January 1, 2014
|
36
|
ARTICLE III (8-1401)
|
(b)
|
Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by notifying the Plan Administrator in writing on or before the first following March 1 of the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant is deemed to notify the Plan Administrator of any Excess Elective Deferrals that arise by taking into account only those Elective Deferral Contributions made to this Plan and any other plan, contract, or arrangement of the Employer or a Controlled Group member. The Participant’s claim for Excess Elective Deferrals shall be accompanied by the Participant’s written statement that if such amounts are not distributed, such Excess Elective Deferrals will exceed the limit imposed on the Participant by Code Section 402(g) (including, if applicable, the dollar limitation on Catch-up Contributions under Code Section 414(v)) for the year in which the deferral occurred. The Excess Elective Deferrals assigned to this Plan cannot exceed the Elective Deferral Contributions allocated under this Plan for such taxable year.
|
RESTATEMENT January 1, 2014
|
37
|
ARTICLE III (8-1401)
|
(c)
|
ADP Test.
As of the end of each Plan Year after Excess Elective Deferrals have been determined, the Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the prior year testing method or the current year testing method, as elected by the Employer in subparagraph (e) of this section.
|
(1)
|
Prior Year Testing Method.
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests:
|
(i)
|
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or
|
(ii)
|
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:
|
A.
|
shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated
|
B.
|
the difference between such ADPs is not more than 2.
|
(2)
|
Current Year Testing Method.
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests:
|
(i)
|
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or
|
(ii)
|
The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:
|
A.
|
shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, and
|
RESTATEMENT January 1, 2014
|
38
|
ARTICLE III (8-1401)
|
B.
|
the difference between such ADPs is not more than 2.
|
RESTATEMENT January 1, 2014
|
39
|
ARTICLE III (8-1401)
|
(d)
|
ACP Test.
As of the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test shall be satisfied using the prior year testing method or the current year testing method, as elected by the Employer in subparagraph (e) of this section.
|
RESTATEMENT January 1, 2014
|
40
|
ARTICLE III (8-1401)
|
(1)
|
Prior Year Testing Method.
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests:
|
(i)
|
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or
|
(ii)
|
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:
|
A.
|
shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 2, and
|
B.
|
the difference between such ACPs is not more than 2.
|
(2)
|
Current Year Testing Method.
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests:
|
(i)
|
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or
|
(ii)
|
The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year:
|
A.
|
shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, and
|
B.
|
the difference between such ACPs is not more than 2.
|
C.
|
|
RESTATEMENT January 1, 2014
|
41
|
ARTICLE III (8-1401)
|
RESTATEMENT January 1, 2014
|
42
|
ARTICLE III (8-1401)
|
(e)
|
Employer Elections.
The Employer has made an election to use the current year testing method.
|
(a)
|
Rules of Application.
|
(1)
|
Any provisions relating to the ADP Test in the EXCESS AMOUNTS SECTION of this article do not apply for any Plan Year in which the provisions of this section apply unless:
|
(i)
|
the plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with the provisions of this section; or
|
(ii)
|
a Highly Compensated Employee is part of the group of otherwise excludable employees as defined in section 1.410(b)- 6(b)(3) of the regulations for the Plan Year. Any provisions relating to the ACP Test in the EXCESS AMOUNTS SECTION of this article do not apply with respect to Matching Contributions for any Plan Year in which the provisions of this section apply unless the Plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with the provisions of this section.
|
(2)
|
The provisions of this section shall not apply unless the Plan Year is 12 months long except as provided below:
|
(i)
|
In the case of the first Plan Year of a newly established plan (other than a successor plan), the Plan Year is at least 3 months long (or any shorter period if the Employer is a newly established employer that establishes the Plan as soon as administratively feasible after the Employer came into existence).
|
(ii)
|
In the case of a cash or deferred arrangement (CODA) that is added to an existing profit sharing, stock bonus, or pre-ERISA money purchase pension plan for the first time during a plan year, provided the Plan is not a successor plan and the CODA is made effective no later than 3 months prior to the end of the Plan Year. The Plan may not be an ACP Test Safe Harbor for such Plan Year unless the existing Plan did not provide for Matching Contributions and the amendment providing for Matching Contributions is made effective at the same time as the adoption of the CODA.
|
RESTATEMENT January 1, 2014
|
43
|
ARTICLE III (8-1401)
|
(iii)
|
If the Plan has a short Plan Year as a result of changing its Plan Year, provided that:
|
A.
|
the Plan satisfied the safe harbor requirements under section 1.401(k)-3 of the regulations and section 1.401(m)-3 of the regulations for the immediately preceding Plan Year; and
|
B.
|
the Plan satisfies the safe harbor requirements under section 1.401(k)-3 of the regulations (determined without regard to paragraph (g) of that section) and the safe harbor requirements under section 1.401(m)-3 of the regulations (determined without regard to paragraph (h) of that section) for the immediately following Plan Year (or the immediately following 12 months if the immediately following Plan Year is less than 12 months).
|
(iv)
|
If the Plan has a short Plan Year due to Plan termination, provided that the Plan satisfies the safe harbor requirements of section 1.401(k)-3 of the regulations and section 1.401(m)-3 of the regulations through the date of termination and either:
|
A.
|
the Plan would satisfy the requirements of section 1.401(k)-3(g) of the regulations and section 1.401(m)-3(h) of the regulations treating the termination of the Plan as a reduction or suspension of safe harbor matching contributions, other than the requirement that Active Participants have a reasonable opportunity to change the amount of their cash or deferred elections; or
|
B.
|
the Plan termination is in connection with a transaction described in Code Section 410(b)(6)(C) or the Employer incurs a substantial business hardship comparable to a substantial business hardship described in Code Section 412(c).
|
(3)
|
To the extent that any other provision of the Plan is inconsistent with the provisions of this section, the provisions of this section shall govern.
|
(b)
|
ADP Test Safe Harbor.
|
(1)
|
Contributions.
The Plan is satisfying the ADP Test Safe Harbor using Qualified Matching Contributions as provided in the EMPLOYER CONTRIBUTIONS SECTION of this article. The Employer shall pay to the Insurer or Trustee, as applicable, such Contributions for each Plan Year not later than the end of the 12-month period immediately following the Plan Year for which they are deemed to be paid.
|
(2)
|
Notice Requirement.
At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Employer shall provide each Active Participant a comprehensive notice of his rights and obligations under the Plan, including a description of the Qualified Matching Contributions that will be made to the Plan to satisfy the ADP Test Safe Harbor.
|
RESTATEMENT January 1, 2014
|
44
|
ARTICLE III (8-1401)
|
(3)
|
Election Periods.
In addition to any other election periods provided under the Plan, each Active Participant may make or modify a deferral election during the 30-day period immediately following receipt of the notice described in (2) above.
|
(c)
|
ACP Test Safe Harbor.
Matching Contributions are limited as provided in the EMPLOYER CONTRIBUTIONS SECTION of this article.
|
(d)
|
ACP Test.
The Plan does not provide for Participant Contributions, as defined in the EXCESS AMOUNTS SECTION of this article. Any provisions relating to the ACP Test in the EXCESS AMOUNTS SECTION of this article shall not apply for any Plan Year in which the provisions of this section apply unless the Plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with the provisions of this section.
|
(e)
|
Revocation of 401(k) Safe Harbor Election.
The Employer may amend the Plan to revoke the 401(k) safe harbor election during any Plan Year. Active Participants shall be provided a supplemental notice that explains the consequences of the amendment, informs them of the effective date of the elimination of the Qualified Matching Contributions and gives them a reasonable opportunity (including a reasonable period) to change the amount of their Elective Deferral Contributions. The effective date of the revocation cannot be earlier than the later of (i) 30 days after the Active Participants are given such notice, and (ii) the date the amendment revoking such provisions is adopted.
|
(f)
|
Top-heavy Rules.
The Plan is deemed to not be a Top-heavy Plan, as defined in the DEFINITIONS SECTION of ARTICLE XI, for a Plan Year if the exception under Code Section 416(g)(4)(H) applies for such year.
|
RESTATEMENT January 1, 2014
|
45
|
ARTICLE III (8-1401)
|
RESTATEMENT January 1, 2014
|
46
|
ARTICLE IV (8-1401)
|
(a)
|
ESOP Designation.
The portion of the Plan that consists of Participants’ Accounts holding Qualified Employer Securities and the Unallocated Reserve is an employee stock ownership plan (within the meaning of Code Section 4975(3)(7)) and is designed to invest primarily in Qualified Employer Securities. All shares of Qualified Employer Securities held under the Plan will be held in the Trust Fund in the name of the Trustee or the nominee of the Trustee. The Employer may make contributions in the form of cash and/or Qualified Employer Securities.
|
(b)
|
Diversification.
Each Participant is permitted to elect to direct any publicly traded qualifying employer securities (as defined in Code Section 401(a)(35(G)(v)) held in his Account under the Plan to be reinvested in other investment options offered under the Plan with respect to the portion of his Account that is subject to Code Section 401(a)(35)(B) or (C). The plan sponsor may permit diversification of amounts invested in qualifying employer securities earlier than required as long as the earlier time period is applied consistently to all employees.
|
RESTATEMENT January 1, 2014
|
47
|
ARTICLE IV (8-1401)
|
(c)
|
Valuation of Qualifying Employer Securities.
For purposes of determining the annual valuation of the Plan, and for reporting to Participants and regulatory authorities, the assets of the Plan shall be valued at least annually on the Valuation Date which corresponds to the last day of the Plan Year. The fair market value of Qualifying Employer Securities shall be determined on such Valuation Date. The prices of Qualifying Employer Securities as of the date of the transaction shall apply for purposes of valuing distributions and other transactions of the Plan to the extent such value is representative of the fair market value of such securities in the opinion of the Plan Administrator. The value of a Participant’s Account held in the Qualifying Employer Securities Fund may be expressed in shares of Qualifying Employer Securities.
|
(d)
|
Purchases or Sales of Qualifying Employer Securities.
The Plan Administrator may direct the Trustee to sell, resell, or otherwise dispose of Qualifying Employer Securities to any person, including the Employer, provided that any such sales to any disqualified person or party-in-interest, including the Employer, will be made at not less than the fair market value and no commission will be charged. Any such sale shall be made in conformance with ERISA Section 408(e). If it is necessary to purchase Qualifying Employer Securities for the Trust Fund, such purchase may be on the open market or from the Employer or any member of the Controlled Group. All purchases of Qualifying Employer Securities shall be made at a price, or prices, which, in the judgment of the Plan Administrator, do not exceed the fair market value of such securities. If shares are purchased from or sold to the Employer or a member of the Controlled Group, the purchase or sale will be made at the price determined under paragraph (c) above.
|
RESTATEMENT January 1, 2014
|
48
|
ARTICLE IV (8-1401)
|
(e)
|
Compliance with Securities Laws.
The Employer is responsible for compliance with any applicable Federal or state securities law with respect to all aspects of the Plan except for the Trustee’s obligation to report its ownership of Qualifying Employer Securities. If the Qualifying Employer Securities or interest in this Plan are required to be registered in order to permit investment in the Qualifying Employer Securities Fund as provided in this section, then such investment will not be effective until the later of the effective date of the Plan or the date such registration or qualification is effective. The Employer, at its own expense, will take or cause to be taken any and all such actions as may be necessary or appropriate to effect such registration or qualification. Further, if the Trustee is directed to dispose of any Qualifying Employer Securities held under the Plan under circumstances which require registration or qualification of the securities under applicable Federal or state securities laws, then the Employer will, at its own expense, take or cause to be taken any and all such action as may be necessary or appropriate to effect such registration or qualification. The Employer is responsible for all compliance requirements under Section 16 of the Securities Act.
|
(f)
|
Dividends.
For purposes of determining dividends, shares of Qualified Employer Securities shall be deemed to be credited to the Account of a Participant, Beneficiary or Alternate Payee as of the record date of a dividend if they are credited to his Account as of the close of the day prior to the ex-date of such dividend (or, if the ex-date is after the record date, as of the close of the day prior to the record date).
|
(1)
|
Stock Dividend.
In the event of any stock dividend or any stock split, such dividend or split shall be credited to the Accounts based on the number of shares of Qualified Employer Securities credited to each Account as of the record date of such dividend or split.
|
(2)
|
Cash Dividend.
As determined by the Employer, cash dividends paid on shares of Qualified Employer Securities credited to an Account of a Participant, Beneficiary or Alternate Payee as of the record date of such dividend will be either (i) paid in cash directly to Participants, (ii) paid to the Plan and distributed to Participants within 90 days after the end of the Plan Year in which such dividend was paid to the Plan, (iii) applied to repay an Exempt Loan then outstanding (but only if such Qualifying Employer Security is attributable to such Exempt Loan); (iv) made subject to the election procedure described in paragraph (3) below; or (v) retained in the Trust and treated as net income of the Trust. The Employer shall not direct that dividends paid on shares of Qualified Employer Securities held in the Participants’ Accounts be applied to repay an Exempt Loan, unless the shares of Qualified Employer Securities released from the Unallocated Reserve will have a value at least sufficient to allow for the full allocation required in step one under the allocation of Discretionary Contributions provisions of the ALLOCATIONS SECTION of Article 3 (the Employer may make Discretionary Contributions necessary to allow for such full allocation).
|
RESTATEMENT January 1, 2014
|
49
|
ARTICLE IV (8-1401)
|
(3)
|
Cash Dividend Election.
If the Employer elects, cash dividends paid on shares of Qualified Employer Securities credited to an Account of a Participant, Beneficiary or Alternate Payee as of the record date of such dividend will be:
|
(A)
|
Paid to the Participant, Beneficiary or Alternate Payee if so elected under the procedure outlined below; or
|
(B)
|
Otherwise, added to the balance of his Account as soon as administratively practicable after such dividends are paid into the Trust Fund.
|
RESTATEMENT January 1, 2014
|
50
|
ARTICLE IV (8-1401)
|
(g)
|
Authorization for Exempt Loan.
The Employer may direct that the Plan engage in an Exempt Loan that satisfies the following requirements:
|
(1)
|
Lender.
The Exempt Loan may be made by the Employer or any lender acceptable to the Employer, and may be made or guaranteed by a party in interest (as defined in ERISA Section 3(14)) or a disqualified person (as defined in Code Section 4975).
|
(2)
|
Primary Benefit Requirement.
|
(i)
|
The Exempt Loan must be primarily for the benefit of the Participants and their beneficiaries.
|
(ii)
|
At the time that the Exempt Loan is made, the interest rate for the loan and the price of the Qualifying Employer Securities to be acquired should not be such that the assets of the Plan might be drained off.
|
(iii)
|
The terms of the Exempt Loan, whether or not between independent parties must, at the same time the Exempt Loan is made, be at least as favorable to the Plan as the terms of a comparable loan resulting from arm’s-length negotiations between independent parties.
|
(3)
|
Terms of the Exempt Loan.
The Exempt Loan must provide for principal and interest to be paid over a specific term, and not payable upon demand except in the event of default.
|
(4)
|
Use of Loan Proceeds.
The Exempt Loan must be used within a reasonable time after receipt to (i) acquire shares of Qualifying Employer Securities, (ii) repay such loan, or (iii) repay a prior Exempt Loan (or for any combination of the foregoing purposes).
|
(5)
|
Nonterminable Protections and Rights.
No Qualifying Employer Securities acquired with the proceeds of an Exempt Loan may be subject to a put, call, or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan, whether or not the plan is then an ESOP, except as allowed in sections 54.4975-7(b)(10), (11), and (12) of the regulations. Such protections and rights are nonterminable.
|
(6)
|
Liability and Collateral.
The Exempt Loan must be without recourse against the Plan. The only assets of the Plan that may be given as collateral on an Exempt Loan are Qualifying Employer Securities that were acquired with the proceeds of the Exempt Loan or that were used as collateral on a prior Exempt Loan repaid with the proceeds of the current Exempt Loan. No person entitled to payment under the Exempt Loan shall have any rights to assets of the Plan other than for (i) collateral give for the loan, (ii) contributions (other than Contributions made in Qualifying Employer Securities) that are made under the Plan to meet its obligations under the loan, and (iii) earnings attributable to such collateral and the investment of such contributions.
|
(7)
|
Default.
The Exempt Loan must provide that, in the event of default, the fair market value of Qualifying Employer Securities and other assets which can be transferred in satisfaction of the loan must not exceed the amount of the loan. If the lender is a party in interest or disqualified person, the loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to satisfy the payment schedule of the Exempt Loan.
|
RESTATEMENT January 1, 2014
|
51
|
ARTICLE IV (8-1401)
|
(8)
|
No Recourse Against Trust Fund.
The Exempt Loan must be without recourse against the Plan except that:
|
(i)
|
The Qualifying Employer Securities acquired with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and the Qualifying Employer Securities acquired with the proceeds of a prior Exempt Loan which is repaid with the proceeds of the Exempt Loan may be pledged or otherwise used to secure repayment of the Exempt Loan, and
|
(ii)
|
Any Discretionary Contributions that are made for the purpose of satisfying the obligations under the Exempt Loan (and earnings thereon) may be pledged or otherwise used to secure repayment of the Exempt Loan, and
|
(iii)
|
The earnings attributable to shares of Qualifying Employer Securities acquired with the proceeds of an Exempt Loan may be used to repay that Exempt Loan or any renewal or extension thereof, and
|
(iv)
|
The earnings attributable to unallocated shares of Qualifying Employer Securities that were acquired with the proceeds of an Exempt Loan may be pledged or otherwise used as security for another Exempt Loan.
|
(9)
|
Release of Shares from Unallocated Reserve.
The number of shares released each Plan Year shall equal A multiplied by B where:
|
RESTATEMENT January 1, 2014
|
52
|
ARTICLE IV (8-1401)
|
(10)
|
Interest Rate.
The Exempt Loan must bear interest at a fixed or variable rate that is not in excess of a reasonable rate of interest considering all relevant factors (including, but not limited to, the amount and duration of the loan, the security given, the guarantees involved, the credit standing of the Plan, the Employer, and the guarantors, and the generally prevailing rates of interest).
|
(11)
|
Restrictions.
Unless required under Code Section 409(h), no options, puts, call, rights of first refusal or other restrictions on alienability will attach to any shares of Qualifying Employer Securities acquired with the proceeds of an Exempt Loan and held in the Trust Fund or distributed from the Plan, whether or not this Plan continues to be an employee stock ownership plan with the meaning of Code Section 4975(e)(7).
|
(h)
|
Voting and Tender Rights.
Voting rights with respect to Qualifying Employer Securities will be passed through to Participants. Participants will be allowed to direct the voting rights of Qualifying Employer Securities for any matter put to the vote of shareholders. Before each meeting of shareholders, the Employer shall cause to be sent to each person with power to control such voting rights a copy of any notice and any other information provided to shareholders and, if applicable, a form for instructing the Trustee how to vote at such meeting (or any adjournment thereof) the number of full and fractional shares subject to such person’s voting control. The Trustee may establish a deadline in advance of the meeting by which such forms must be received in order to be effective.
|
RESTATEMENT January 1, 2014
|
53
|
ARTICLE IV (8-1401)
|
RESTATEMENT January 1, 2014
|
54
|
ARTICLE IV (8-1401)
|
(a)
|
Unless otherwise elected, benefits shall begin no later than the 60th day following the close of the Plan Year in which the latest date below occurs:
|
(1)
|
The date the Participant attains age 65 (or Normal Retirement Age, if earlier).
|
(2)
|
The 10th anniversary of the Participant’s earliest Entry Date.
|
(3)
|
The date the Participant terminates service with the Employer.
|
RESTATEMENT January 1, 2014
|
55
|
ARTICLE V (8-1401)
|
(b)
|
The Participant’s Vested Account resulting from the following Contributions:
|
(1)
|
Termination of the Plan, as permitted in Article VIII.
|
(2)
|
The attainment of age 59 1/2 as permitted in the WITHDRAWAL BENEFITS SECTION of this article.
|
(3)
|
The attainment of Normal Retirement Age, provided such age is at least age 59 1/2 and such distribution is permitted in the definition of Normal Retirement Date in the DEFINITIONS SECTION of Article I.
|
(4)
|
A federally declared disaster, where resulting legislation authorizes such a distribution.
|
(5)
|
As a hardship withdrawal, as permitted in the WITHDRAWAL BENEFITS SECTION of this article.
|
(6)
|
Upon a Participant’s deemed severance from employment as described in Code Section 414(u)(12)(B)(i) and as permitted in the VESTED BENEFITS SECTION of this article.
|
RESTATEMENT January 1, 2014
|
56
|
ARTICLE V (8-1401)
|
(c)
|
The Participant’s Vested Account in the ESOP Portion of the Plan which results from Elective Deferral Contributions, Matching Contributions, and Discretionary Contributions are subject to the following special distribution rights:
|
(1)
|
After a Participant attains age 62, the Participant, until he retires, has a continuing right to elect to receive all of his Vested Account attributable to the ESOP Portion of the Plan.
|
(2)
|
Unless the Participant elects in writing to have the Trustee apply other distribution provisions of the Plan, or unless other distribution provisions of the Plan require earlier distribution, the Trustee shall distribute the portion of the Participant’s Accounts attributable to Qualifying Employer Securities (the Eligible Portion) no later than the time prescribed below:
|
(i)
|
If the Participant terminated employment by reason of the attainment of Normal Retirement Age, death, or disability, the Plan Administrator shall direct the Trustee to distribute the Eligible Portion not later than one year after the close of the Plan Year in which that event occurs.
|
(ii)
|
If the Participant terminates employment for any other reason, the Plan Administrator shall direct the Trustee to distribute the Eligible Portion not later than one year after the close of the Plan Year in which the Participant terminated employment. If the Participant resumes employment with an Employer on or before the last day of the fifth Plan Year following the Plan Year of his termination of employment, the distribution of this subparagraph (B) shall not apply.
|
RESTATEMENT January 1, 2014
|
57
|
ARTICLE V (8-1401)
|
RESTATEMENT January 1, 2014
|
58
|
ARTICLE V (8-1401)
|
(a)
|
$50,000, reduced by the highest outstanding loan balance of loans during the one-year period ending on the day before the new loan is made.
|
(b)
|
The greater of (1) or (2), reduced by (3) below:
|
(1)
|
One-half of the Participant's Vested Account (without regard to any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B)).
|
(2)
|
$10,000.
|
(3)
|
Any outstanding loan balance on the date the new loan is made.
|
RESTATEMENT January 1, 2014
|
59
|
ARTICLE V (8-1401)
|
RESTATEMENT January 1, 2014
|
60
|
ARTICLE V (8-1401)
|
RESTATEMENT January 1, 2014
|
61
|
ARTICLE V (8-1401)
|
RESTATEMENT January 1, 2014
|
62
|
ARTICLE V (8-1401)
|
(a)
|
Retirement Benefits.
The automatic form of retirement benefit for a Participant who does not die before his Annuity Starting Date shall be a single sum payment.
|
(b)
|
Death Benefits.
The automatic form of death benefit for a Participant who dies before his Annuity Starting Date shall be a single sum payment to the Participant's Beneficiary.
|
(c)
|
|
(d)
|
Qualifying Employer Securities.
That portion of a Participant’s Account held in the Qualifying Employer Securities Fund shall be distributed as a single sum payment or as substantially equal annual installments payable over a period of no more than five years or, in the case of a Participant with an account balance of $800,000, 5 years plus 1 additional year (but not more than 5 additional years) for each $160,000 or fraction thereof by which such balance exceeds $800,000.
|
(a)
|
Retirement Benefits. The optional forms of retirement benefit shall be the following: a fixed period installment option, a fixed payment installment option, and a single sum payment. The fixed period and fixed payment installment options shall not be available if the Participant has not separated from service.
|
RESTATEMENT January 1, 2014
|
63
|
ARTICLE VI (8-1401)
|
(b)
|
Death Benefits.
The optional form of death benefit is a single sum payment.
|
(c)
|
Qualifying Employer Securities.
That portion of a Participant’s Account held in the Qualifying Employer Securities Fund shall be distributed as a single sum payment or as substantially equal annual installments payable over a period of no more than five years or, in the case of a Participant with an account balance of $800,000, 5 years plus 1 additional year (but not more than 5 additional years) for each $160,000 or fraction thereof by which such balance exceeds $800,000.
|
(a)
|
Retirement Benefits.
A Participant may elect his Beneficiary and may elect to have retirement benefits distributed under any of the optional forms of retirement benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.
|
(b)
|
Death Benefits.
A Participant may elect his Beneficiary and may elect to have death benefits distributed under any of the optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.
|
(c)
|
Qualified Election.
The Participant or Beneficiary may make an election at any time during the election period. The Participant or Beneficiary may revoke the election made (or make a new election) at any time and any number of times during the election period. An election is effective only if it meets the consent requirements below.
|
(1)
|
Election Period for Retirement Benefits.
The Participant may make an election as to retirement benefits at any time before the Annuity Starting Date.
|
(2)
|
Election Period for Death Benefits.
A Participant may make an election as to death benefits at any time before he dies. The Beneficiary's election period begins on the date the Participant dies and ends on the date benefits begin.
|
(3)
|
Consent to Election.
If the Participant’s Vested Account exceeds $5,000, any benefit that is immediately distributable requires the consent of the Participant.
|
RESTATEMENT January 1, 2014
|
64
|
ARTICLE VI (8-1401)
|
(d)
|
Dividend Distributions.
Cash dividends that are available to a Participant, Beneficiary, or Alternate Payee shall not be subject to the distribution form and notice requirements of this Article. If a Participant, Beneficiary, or Alternate Payee elects to receive such dividends, such dividends shall be payable in a lump-sum (and only a lump-sum) in cash, and are payable without regard to any notice and consent otherwise required under the Plan.
|
RESTATEMENT January 1, 2014
|
65
|
ARTICLE VI (8-1401)
|
(a)
|
Distribution in Cash or Qualifying Employer Securities.
At the Plan Administrator’s discretion, the part of a Participant’s Vested Accounts holding Qualifying Employer Securities will be distributed in cash or Qualifying Employer Securities unless the Participant affirmatively elects under paragraph (b) below to receive the distribution in the form of Qualifying Employer Securities with cash in lieu of fractional shares. The cash value of Qualifying Employer Securities shall be equal to the fair market value of such stock determined as of the last Valuation Date prior to the date of distribution.
|
(b)
|
Distribution in Qualifying Employer Securities.
Unless subsection (c) applies, a Participant may elect to have the Participant’s Vested Accounts holding Qualifying Employer Securities distributed in the form of Qualifying Employer Securities with cash in lieu of fractional shares. Any cash or other property in the Participant’s Vested Account (non-company stock assets) shall not be used to acquire Qualifying Employer Securities for distribution, but shall be distributed in cash. If more than one class of Qualifying Employer Securities exists, any distribution shall be made on a pro rata basis from the Participant’s Account resulting from each class of Qualifying Employer Securities in the same proportion that such Contributions were made.
|
(c)
|
Distribution in Qualifying Employer Securities Prohibited.
If the Employer’s corporate charter or by-law provisions restrict ownership of substantially all outstanding Qualifying Employer Securities to Employees or to a plan or trust described in Code Section 401(a), then, at the discretion of the Plan Administrator, any distribution of a Participant’s Accounts shall be made in cash, or in shares of Qualifying Employer Securities subject to an immediate put to the Employer pursuant to the PUT OPTION SECTION of this article.
|
RESTATEMENT January 1, 2014
|
66
|
ARTICLE VI (8-1401)
|
(a)
|
The put option shall be exercisable by the distributee (whether the Participant or a Beneficiary), any person to whom shares of Qualifying Employer Securities have been passed by gift from the distributee, or any person (including an estate or the distributee from an estate) to whom the shares of Qualifying Employer Securities passed upon the death of the distributee (hereinafter referred to as the holder).
|
(b)
|
The initial put option must be exercised during the 60-day period which begins on the date the shares of Qualifying Employer Securities are distributed from the Trust Fund. If not exercised during that period, the initial put option shall lapse.
|
(c)
|
As soon as is reasonably practicable following the last day of the Plan Year in which the initial 60-day period expires, the Employer shall notify all of the non-electing holders of the valuation of such Qualifying Employer Securities as of the most recent Valuation Date. During the 60-day period following the receipt of such valuation notice, any such non-electing holder shall have a second put option.
|
(d)
|
The period during which the put option is exercisable shall not include any time when a holder is unable to exercise the put option because the Employer is prohibited from honoring the put option by federal or state law. If the shares of Qualifying Employer Securities are publicly traded without restriction when distributed but cease to be traded within either of the 60-day periods described herein after distribution, the Employer must notify each holder in writing on or before the tenth day after the date the shares cease to be so traded that for the remainder of the applicable 60-day period the shares are subject to a put option. The number of days between such tenth day and the date on which notice is actually given, if later than the tenth day, must be added to the duration of the put option. The notice must inform the holders of the terms of the put option.
|
(e)
|
The put option may be exercised by written notice of exercise to the Employer or its designee made on such form and in accordance with such rules as may be prescribed for this purpose by the Plan Administrator.
|
(f)
|
If the Qualifying Employer Securities were distributed in a total distribution, then the Employer may pay either a lump sum or substantially equal annual installments (bearing a reasonable rate of interest and providing adequate security to the holder) over a period beginning within 30 days following the date the put option is exercised and ending not more than five years after the date the put option is exercised.
|
(1)
|
If the Qualifying Employer Securities were distributed in a total distribution then the Employer may pay either in a lump sum or substantially equal installments (bearing a reasonable rate of interest and providing adequate security to the holder) over a period beginning within 30 days following the date the put option is exercised and ending not more than five years after the date the put option is exercised.
|
(2)
|
If the Qualifying Employer Securities were not distributed in a total distribution then the Employer must pay the holder in a single lump sum payment.
|
RESTATEMENT January 1, 2014
|
67
|
ARTICLE VI (8-1401)
|
(3)
|
If a distribution is made in installments, the Employer shall, within 30 days of the date the holder exercises the put option, give the holder a promissory note for the full unpaid balance of the option’s price.
|
(g)
|
The Plan Trust Fund is not bound to purchase shares of Qualifying Employer Securities pursuant to the put option, but the Employer may direct the Trustee to cause the Plan Trust Fund to assume the Employer’s rights and obligations to acquire shares of Qualifying Employer Securities under the put option.
|
(h)
|
A trading limitation for this purpose means a restriction under any federal or state securities law or under any agreement affecting the shares that would make the shares not as freely tradable as shares not subject to such restriction.
|
(i)
|
A total distribution for this purpose means a distribution to a Participant or Beneficiary within one taxable year of such recipient to the entire balance to the credit of the Participant.
|
RESTATEMENT January 1, 2014
|
68
|
ARTICLE VI (8-1401)
|
RESTATEMENT January 1, 2014
|
69
|
ARTICLE VII (8-1401)
|
(a)
|
General Rules.
|
(1)
|
The requirements of this article shall apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this article apply to calendar years beginning after December 31, 2002.
|
(2)
|
All distributions required under this article shall be determined and made in accordance with the regulations under Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and the regulations thereunder.
|
(b)
|
Time and Manner of Distribution.
|
(1)
|
Required Beginning Date.
The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
|
(2)
|
Death of Participant Before Distributions Begin.
If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:
|
(i)
|
If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
RESTATEMENT January 1, 2014
|
70
|
ARTICLE VII (8-1401)
|
(ii)
|
If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(iii)
|
If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(iv)
|
If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse are required to begin, this (b)(2), other than (b)(2)(i), will apply as if the surviving spouse were the Participant.
|
(3)
|
Forms of Distribution.
Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with (c) and (d) below. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder.
|
(c)
|
Required Minimum Distributions During Participant’s Lifetime.
|
(1)
|
Amount of Required Minimum Distribution For Each Distribution Calendar Year.
During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:
|
(i)
|
the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Q&A-2 in section 1.401(a)(9)-9 of the regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or
|
RESTATEMENT January 1, 2014
|
71
|
ARTICLE VII (8-1401)
|
(ii)
|
if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.
|
(2)
|
Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.
Required minimum distributions will be determined under this (c) beginning with the first Distribution Calendar Year and continuing up to, and including, the Distribution Calendar Year that includes the Participant’s date of death.
|
(d)
|
Required Minimum Distributions After Participant’s Death.
|
(1)
|
Death On or After Date Distributions Begin.
|
(i)
|
Participant Survived by Designated Beneficiary.
If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:
|
A.
|
The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
B.
|
If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
|
C.
|
If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
|
(ii)
|
No Designated Beneficiary.
If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
(2)
|
Death Before Date Distributions Begin.
|
RESTATEMENT January 1, 2014
|
72
|
ARTICLE VII (8-1401)
|
(i)
|
Participant Survived by Designated Beneficiary.
If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in (d)(1) above, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(ii)
|
No Designated Beneficiary.
If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
(iii)
|
Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.
If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under (b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the Participant.
|
(e)
|
Election of 5-year Rule.
Participants or Beneficiaries may elect on an individual basis whether the 5-year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution would be required to begin under (b)(2) above if no such election is made, or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death.
|
(a)
|
Notwithstanding the other requirements of this article, distribution on behalf of any Participant, including a 5-percent Owner, who has made a designation under section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (a section 242(b)(2) election) may be made in accordance with all of the following requirements (regardless of when such distribution commences):
|
(1)
|
The distribution by the Plan is one that would not have disqualified such Plan under Code Section 401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.
|
(2)
|
The distribution is in accordance with a method of distribution designated by the Participant whose interest in the Plan is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant.
|
(3)
|
Such designation was in writing, was signed by the Participant or the Beneficiary, and was made before January 1, 1984.
|
(4)
|
The Participant had accrued a benefit under the Plan as of December 31, 1983.
|
(5)
|
The method of distribution designated by the Participant or the Beneficiary specifies the time at which distribution will commence, the period over which distributions will be made, and in the case of any distribution upon the Participant’s death, the Beneficiaries of the Participant listed in order of priority.
|
RESTATEMENT January 1, 2014
|
73
|
ARTICLE VII (8-1401)
|
(b)
|
A distribution upon death will not be covered by this transitional rule unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Participant.
|
(c)
|
For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution satisfies the requirements in (a)(1) and (5) above.
|
(d)
|
If a designation is revoked, any subsequent distribution must satisfy the requirements of Code Section 401(a)(9) and the regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total amount not yet distributed which would have been required to have been distributed to satisfy Code Section 401(a)(9) and the regulations thereunder, but for the section 242(b)(2) election. For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life).
|
(e)
|
In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Q&A-14 and Q&A-15 in section 1.401(a)(9)-8 of the regulations shall apply.
|
RESTATEMENT January 1, 2014
|
74
|
ARTICLE VII (8-1401)
|
RESTATEMENT January 1, 2014
|
75
|
ARTICLE VIII (8-1401)
|
RESTATEMENT January 1, 2014
|
76
|
ARTICLE IX (8-1401)
|
RESTATEMENT January 1, 2014
|
77
|
ARTICLE IX (8-1401)
|
RESTATEMENT January 1, 2014
|
78
|
ARTICLE IX (8-1401)
|
RESTATEMENT January 1, 2014
|
79
|
ARTICLE IX (8-1401)
|
RESTATEMENT January 1, 2014
|
80
|
ARTICLE IX (8-1401)
|
RESTATEMENT January 1, 2014
|
81
|
ARTICLE IX (8-1401)
|
(a)
|
who has completed at least three Years of Service on the date the election period described below ends (five Years of Service if the Participant does not have at least one Hour of Service in a Plan Year beginning after December 31, 1988) and
|
RESTATEMENT January 1, 2014
|
82
|
ARTICLE X (8-1401)
|
(b)
|
whose nonforfeitable percentage will be determined on any date after the date of the change may elect, during the election period, to have the nonforfeitable percentage of his Account resulting from Employer Contributions determined without regard to the amendment. This election may not be revoked. If after the Plan is changed, the Participant’s nonforfeitable percentage will at all times be as great as it would have been if the change had not been made, no election needs to be provided. The election period shall begin no later than the date the Plan amendment is adopted and end no earlier than the 60th day after the latest of the date the amendment is adopted or becomes effective, or the date the Participant is issued written notice of the amendment by the Employer or the Plan Administrator.
|
RESTATEMENT January 1, 2014
|
83
|
ARTICLE X (8-1401)
|
RESTATEMENT January 1, 2014
|
84
|
ARTICLE X (8-1401)
|
RESTATEMENT January 1, 2014
|
85
|
ARTICLE X (8-1401)
|
RESTATEMENT January 1, 2014
|
86
|
ARTICLE X (8-1401)
|
(a)
|
Change of Service Method Under This Plan.
If this Plan is amended to change the method of crediting service from the elapsed time method to the hours method for any purpose under this Plan, the Employee’s service shall be equal to the sum of (1), (2), and (3) below:
|
(1)
|
The number of whole years of service credited to the Employee under the Plan as of the date the change is effective.
|
(2)
|
One year of service for the computation period in which the change is effective if he is credited with the required number of Hours of Service. For that portion of the computation period ending on the date of the change (for the first day of the computation period if the change is made on the first day of the computation period), the Employee will be credited with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date of the change, if any. In determining the equivalent Hours of Service, the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional part of a month shall be determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining portion of the computation period (the period beginning on the second day of the computation period and ending on the last day of the computation period if the change is made on the first day of the computation period), the Employee will be credited with his actual Hours of Service.
|
RESTATEMENT January 1, 2014
|
87
|
ARTICLE X (8-1401)
|
(3)
|
The Employee’s service determined under this Plan using the hours method after the end of the computation period in which the change in service method was effective.
|
(4)
|
The number of whole years of service credited to the Employee under the Plan as of the beginning of the computation period in which the change in service method is effective.
|
(5)
|
The greater of (i) the service that would be credited to the Employee for that entire computation period using the elapsed time method or (ii) the service credited to him under the Plan as of the date the change is effective.
|
(6)
|
The Employee’s service determined under this Plan using the elapsed time method after the end of the applicable computation period in which the change in service method was effective.
|
(b)
|
Transfers Between Plans with Different Service Methods. If an Employee has been a participant in another plan of the Employer that credited service under the elapsed time method for any purpose that under this Plan is determined using the hours method, then the Employee’s service shall be equal to the sum of (1), (2), and (3) below:
|
(1)
|
The number of whole years of service credited to the Employee under the other plan as of the date he became an Eligible Employee under this Plan.
|
(2)
|
One year of service for the applicable computation period in which he became an Eligible Employee if he is credited with the required number of Hours of Service. For that portion of such computation period ending on the date he became an Eligible Employee (for the first day of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be credited with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date he became an Eligible Employee, if any. In determining the equivalent Hours of Service, the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional part of a month shall be determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining portion of such computation period (the period beginning on the second day of such computation period and ending on the last day of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be credited with his actual Hours of Service.
|
(3)
|
The Employee’s service determined under this Plan using the hours method after the end of the computation period in which he became an Eligible Employee.
|
RESTATEMENT January 1, 2014
|
88
|
ARTICLE X (8-1401)
|
(4)
|
The number of whole years of service credited to the Employee under the other plan as of the beginning of the computation period under that plan in which he became an Eligible Employee under this Plan.
|
(5)
|
The greater of (i) the service that would be credited to the Employee for that entire computation period using the elapsed time method or (ii) the service credited to him under the other plan as of the date he became an Eligible Employee under this Plan.
|
(6)
|
The Employee’s service determined under this Plan using the elapsed time method after the end of the applicable computation period under the other plan in which he became an Eligible Employee.
|
RESTATEMENT January 1, 2014
|
89
|
ARTICLE X (8-1401)
|
(a)
|
each of the Employer's qualified plans in which a Key Employee is a participant during the Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether the plans have terminated),
|
(b)
|
each of the Employer's other qualified plans which allows the plan(s) described in (a) above to meet the nondiscrimination requirement of Code Section 401(a)(4) or the minimum coverage requirement of Code Section 410, and
|
(c)
|
any of the Employer's other qualified plans not included in (a) or (b) above which the Employer desires to include as part of the Aggregation Group. Such a qualified plan shall be included only if the Aggregation Group would continue to satisfy the requirements of Code Sections 401(a)(4) and 410.
|
RESTATEMENT January 1, 2014
|
90
|
ARTICLE XI (8-1401)
|
(a)
|
an officer of the Employer having Compensation for the Plan Year greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002),
|
(b)
|
a 5-percent owner of the Employer, or
|
(c)
|
a 1-percent owner of the Employer having Compensation for the Plan Year of more than $150,000.
|
(a)
|
The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of any required Aggregation Group or permissive Aggregation Group.
|
(b)
|
This Plan is a part of a required Aggregation Group, but not part of a permissive Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.
|
(c)
|
This Plan is a part of a required Aggregation Group and part of a permissive Aggregation Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.
|
(a)
|
If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan alone or for the required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed in the one-year period ending on the Determination Date(s) and distributions under a terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date(s) and distributions under a terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group), both computed in accordance with Code Section 416 and the regulations thereunder. In the case of a distribution made for a reason other than Severance from Employment, death, or disability, this provision shall be applied by substituting five-year period for one-year period. Both the numerator and denominator of the Top-heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Code Section 416 and the regulations thereunder.
|
RESTATEMENT January 1, 2014
|
91
|
ARTICLE XI (8-1401)
|
(b)
|
If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer maintains or has maintained one or more defined benefit plans which during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for any required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances under the aggregated defined contribution plan or plans of all Key Employees, determined in accordance with (a) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with (a) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Code Section 416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-heavy Ratio are increased for any distribution of an accrued benefit made in the one-year period ending on the Determination Date (and distributions under a terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group). In the case of a distribution made for a reason other than Severance from Employment, death, or disability, this provision shall be applied by substituting five-year period for one-year period.
|
(c)
|
For purposes of (a) and (b) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 and the regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a participant (i) who is not a Key Employee but who was a Key Employee in a prior year or (ii) who has not been credited with at least one hour of service with any employer maintaining the plan at any time during the one-year period ending on the Determination Date will be disregarded. The calculation of the Top-heavy Ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code Section 416 and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing the Top-heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.
|
RESTATEMENT January 1, 2014
|
92
|
ARTICLE XI (8-1401)
|
(a)
|
3 percent of such person's Compensation for such Plan Year.
|
(b)
|
The "highest percentage" of Compensation for such Plan Year at which the Employer's Contributions are made for or allocated to any Key Employee. The highest percentage shall be determined by dividing the Employer Contributions made for or allocated to each Key Employee during the Plan Year by the amount of his Compensation for such Plan Year, and selecting the greatest quotient (expressed as a percentage). To determine the highest percentage, all of the Employer's defined contribution plans within the Aggregation Group shall be treated as one plan. The minimum shall be the amount in (a) above if this Plan and a defined benefit plan of the Employer are required to be included in the Aggregation Group and this Plan enables the defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410.
|
(c)
|
2 percent of his average compensation multiplied by his years of service, or
|
(d)
|
20 percent of his average compensation.
|
RESTATEMENT January 1, 2014
|
93
|
ARTICLE XI (8-1401)
|
RESTATEMENT January 1, 2014
|
94
|
PLAN EXECUTION (8-1401)
|
Name
|
Operating Name
|
Ownership %
|
State of Incorporation
|
|
|
|
|
West Bank
|
West Bank
|
100%
|
Iowa
|
|
|
|
|
West Bancorporation Capital Trust I
|
West Bancorporation Capital Trust I
|
100%
|
Delaware
|
/s/ McGladrey LLP
|
|
Des Moines, Iowa
|
March 6, 2014
|
1.
|
I have reviewed this annual report on Form 10-K of West Bancorporation, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ David D. Nelson
|
|
David D. Nelson
|
|
Chief Executive Officer and President
|
|
1.
|
I have reviewed this annual report on Form 10-K of West Bancorporation, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Douglas R. Gulling
|
|
Douglas R. Gulling
|
|
Executive Vice President and Chief Financial Officer
|
/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
|
|