Iowa
|
0-49677
|
42-1230603
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
i.
|
new provisions clarifying the requirements governing proposals made by shareholders, including director nominations (Article II, Section 1 and Article III, Section 15 of the Amended and Restated Bylaws);
|
ii.
|
a new provision which allows shareholders to waive notice of any regular or special meeting of the shareholders (Article II, Section 5 of the Amended and Restated Bylaws);
|
iii.
|
an amendment clarifying that directors are elected by a plurality of votes cast, which reflects the requirements of the Iowa Business Corporation Act and is the voting standard that has been used by the Company (Article II, Section 11 of the Amended and Restated Bylaws);
|
iv.
|
an amendment revising the voting standard for shareholders to take action on any matter (other than the election of directors), whereby an action is approved if it receives the affirmative vote of the majority of shares represented and entitled to vote at a meeting at which a quorum is present, to a standard whereby an action is approved if the votes cast favoring the action exceed the votes cast opposing the action at a meeting at which a quorum is present, which reflects the requirements of the Iowa Business Corporation Act and is the voting standard that has been used by the Company (Article II, Section 11 of the Amended and Restated Bylaws);
|
v.
|
an amendment permitting notices of special meetings of directors by electronic communication (Article III, Section 4 of the Amended and Restated Bylaws);
|
vi.
|
an amendment clarifying that the Amended and Restated Bylaws may be amended and new bylaws may be adopted by a majority vote of the board of directors or by the shareholders (Article XI of the Amended and Restated Bylaws); and
|
vii.
|
a new provision regarding forum selection stating that, unless the Company consents in writing, the courts of the State of Iowa shall be the sole and exclusive forum for certain actions (Article XII of the Amended and Restated Bylaws).
|
Exhibit Number
|
|
Description
|
3.1
|
|
|
99.1
|
|
|
|
West Bancorporation, Inc.
|
|
|
|
|
|
|
January 24, 2019
|
By:
|
/s/ Douglas R. Gulling
|
|
|
Name: Douglas R. Gulling
|
|
|
Title: Executive Vice President, Treasurer and Chief Financial Officer
|
WEST BANCORPORATION, INC. AND SUBSIDIARY
|
|
|
|
|
||||
Financial Information (unaudited)
|
|
|
|
|
||||
(in thousands)
|
|
|
|
|
||||
|
|
|
|
|
||||
CONSOLIDATED BALANCE SHEETS
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
46,369
|
|
|
$
|
34,952
|
|
Federal funds sold
|
|
1,105
|
|
|
12,997
|
|
||
Investment securities available for sale, at fair value
|
|
453,758
|
|
|
444,219
|
|
||
Investment securities held to maturity, at amortized cost
|
|
—
|
|
|
45,527
|
|
||
Federal Home Loan Bank stock, at cost
|
|
12,037
|
|
|
9,174
|
|
||
Loans
|
|
1,721,830
|
|
|
1,510,500
|
|
||
Allowance for loan losses
|
|
(16,689
|
)
|
|
(16,430
|
)
|
||
Loans, net
|
|
1,705,141
|
|
|
1,494,070
|
|
||
Premises and equipment, net
|
|
21,491
|
|
|
23,022
|
|
||
Bank-owned life insurance
|
|
34,249
|
|
|
33,618
|
|
||
Other assets
|
|
22,418
|
|
|
16,798
|
|
||
Total assets
|
|
$
|
2,296,568
|
|
|
$
|
2,114,377
|
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
400,530
|
|
|
$
|
395,888
|
|
Interest-bearing:
|
|
|
|
|
||||
Demand
|
|
336,089
|
|
|
395,052
|
|
||
Savings
|
|
950,501
|
|
|
850,216
|
|
||
Time of $250 or more
|
|
55,745
|
|
|
16,965
|
|
||
Other time
|
|
151,664
|
|
|
152,692
|
|
||
Total deposits
|
|
1,894,529
|
|
|
1,810,813
|
|
||
Federal funds purchased
|
|
19,985
|
|
|
545
|
|
||
Other borrowings
|
|
185,343
|
|
|
119,711
|
|
||
Other liabilities
|
|
5,688
|
|
|
5,210
|
|
||
Stockholders’ equity
|
|
191,023
|
|
|
178,098
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
2,296,568
|
|
|
$
|
2,114,377
|
|
WEST BANCORPORATION, INC. AND SUBSIDIARY
|
|
|
|
|
|
|
||||||||||
Financial Information (continued) (unaudited)
|
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest income
|
|
|
|
|
|
|
|
|
||||||||
Loans, including fees
|
|
$
|
19,200
|
|
|
$
|
16,377
|
|
|
$
|
71,189
|
|
|
$
|
63,242
|
|
Investment securities
|
|
3,255
|
|
|
3,032
|
|
|
13,117
|
|
|
9,461
|
|
||||
Other
|
|
151
|
|
|
108
|
|
|
487
|
|
|
331
|
|
||||
Total interest income
|
|
22,606
|
|
|
19,517
|
|
|
84,793
|
|
|
73,034
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
5,486
|
|
|
2,538
|
|
|
17,064
|
|
|
7,622
|
|
||||
Federal funds purchased
|
|
48
|
|
|
17
|
|
|
188
|
|
|
99
|
|
||||
Other borrowings
|
|
1,416
|
|
|
1,418
|
|
|
5,483
|
|
|
5,256
|
|
||||
Total interest expense
|
|
6,950
|
|
|
3,973
|
|
|
22,735
|
|
|
12,977
|
|
||||
Net interest income
|
|
15,656
|
|
|
15,544
|
|
|
62,058
|
|
|
60,057
|
|
||||
Provision for loan losses
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
||||
Net interest income after provision for loan losses
|
|
15,656
|
|
|
15,544
|
|
|
62,308
|
|
|
60,057
|
|
||||
Noninterest income
|
|
|
|
|
|
|
|
|
||||||||
Service charges on deposit accounts
|
|
616
|
|
|
686
|
|
|
2,541
|
|
|
2,632
|
|
||||
Debit card usage fees
|
|
427
|
|
|
421
|
|
|
1,681
|
|
|
1,754
|
|
||||
Trust services
|
|
456
|
|
|
441
|
|
|
1,921
|
|
|
1,705
|
|
||||
Increase in cash value of bank-owned life insurance
|
|
163
|
|
|
168
|
|
|
631
|
|
|
652
|
|
||||
Gain from bank-owned life insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
||||
Realized investment securities gains (losses), net
|
|
(160
|
)
|
|
(97
|
)
|
|
(263
|
)
|
|
326
|
|
||||
Other income
|
|
200
|
|
|
289
|
|
|
1,241
|
|
|
1,272
|
|
||||
Total noninterest income
|
|
1,702
|
|
|
1,908
|
|
|
7,752
|
|
|
8,648
|
|
||||
Noninterest expense
|
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
|
4,729
|
|
|
4,417
|
|
|
18,791
|
|
|
17,633
|
|
||||
Occupancy
|
|
1,265
|
|
|
1,091
|
|
|
4,996
|
|
|
4,406
|
|
||||
Data processing
|
|
662
|
|
|
646
|
|
|
2,682
|
|
|
2,677
|
|
||||
FDIC insurance
|
|
186
|
|
|
163
|
|
|
685
|
|
|
677
|
|
||||
Write-down of premises
|
|
—
|
|
|
—
|
|
|
333
|
|
|
—
|
|
||||
Other expenses
|
|
2,344
|
|
|
1,715
|
|
|
7,505
|
|
|
6,874
|
|
||||
Total noninterest expense
|
|
9,186
|
|
|
8,032
|
|
|
34,992
|
|
|
32,267
|
|
||||
Income before income taxes
|
|
8,172
|
|
|
9,420
|
|
|
35,068
|
|
|
36,438
|
|
||||
Income taxes
|
|
945
|
|
|
5,226
|
|
|
6,560
|
|
|
13,368
|
|
||||
Net income
|
|
$
|
7,227
|
|
|
$
|
4,194
|
|
|
$
|
28,508
|
|
|
$
|
23,070
|
|
WEST BANCORPORATION, INC. AND SUBSIDIARY
|
|
|
||||||||||||||||||
Financial Information (continued) (unaudited)
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||||
|
|
PER COMMON SHARE
|
|
MARKET INFORMATION (1)
|
||||||||||||||||
|
|
Net Income
|
|
|
|
|
|
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Dividends
|
|
High
|
|
Low
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
4th Quarter
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.20
|
|
|
$
|
23.88
|
|
|
$
|
18.06
|
|
3rd Quarter
|
|
0.44
|
|
|
0.43
|
|
|
0.20
|
|
|
26.51
|
|
|
23.10
|
|
|||||
2nd Quarter
|
|
0.42
|
|
|
0.41
|
|
|
0.20
|
|
|
26.95
|
|
|
22.65
|
|
|||||
1st Quarter
|
|
0.46
|
|
|
0.45
|
|
|
0.18
|
|
|
26.85
|
|
|
23.65
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
4th Quarter
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.18
|
|
|
$
|
28.00
|
|
|
$
|
23.40
|
|
3rd Quarter
|
|
0.40
|
|
|
0.39
|
|
|
0.18
|
|
|
24.75
|
|
|
20.90
|
|
|||||
2nd Quarter
|
|
0.39
|
|
|
0.39
|
|
|
0.18
|
|
|
24.60
|
|
|
21.40
|
|
|||||
1st Quarter
|
|
0.38
|
|
|
0.37
|
|
|
0.17
|
|
|
24.90
|
|
|
20.60
|
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
||||||||
SELECTED FINANCIAL MEASURES
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Return on average assets
|
|
1.29
|
%
|
|
0.80
|
%
|
|
1.31
|
%
|
|
1.18
|
%
|
Return on average equity
|
|
15.45
|
%
|
|
9.31
|
%
|
|
15.68
|
%
|
|
13.29
|
%
|
Net interest margin
|
|
2.94
|
%
|
|
3.25
|
%
|
|
3.02
|
%
|
|
3.37
|
%
|
Efficiency ratio*
|
|
51.90
|
%
|
|
43.81
|
%
|
|
48.92
|
%
|
|
45.39
|
%
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
As of December 31,
|
||||||||
|
|
|
|
|
|
2018
|
|
2017
|
||||
Texas ratio*
|
|
|
|
|
|
0.93
|
%
|
|
0.32
|
%
|
||
Allowance for loan losses ratio
|
|
|
|
|
|
0.97
|
%
|
|
1.09
|
%
|
||
Tangible common equity ratio
|
|
|
|
|
|
8.32
|
%
|
|
8.42
|
%
|
•
|
Return on average assets - annualized net income divided by average assets.
|
•
|
Return on average equity - annualized net income divided by average stockholders’ equity.
|
•
|
Net interest margin
(1)
- annualized tax-equivalent net interest income divided by average interest-earning assets.
|
•
|
Efficiency ratio
(1)
- noninterest expense (excluding other real estate owned expense and write down of premises) divided by noninterest income (excluding net securities gains/losses and gains/losses on disposition of premises and equipment) plus tax-equivalent net interest income.
|
•
|
Texas ratio - total nonperforming assets divided by tangible common equity plus the allowance for loan losses.
|
•
|
Allowance for loan losses ratio - allowance for loan losses divided by total loans.
|
•
|
Tangible common equity ratio - common equity less intangible assets (none held) divided by tangible assets.
|
|
|
Three Months Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of net interest income and annualized net interest margin on an FTE basis to GAAP:
|
|
|
|
|
|
|
|
|
||||||||
Net interest income (GAAP)
|
|
$
|
15,656
|
|
|
$
|
15,544
|
|
|
$
|
62,058
|
|
|
$
|
60,057
|
|
Tax-equivalent adjustment
(1)
|
|
87
|
|
|
785
|
|
|
661
|
|
|
2,677
|
|
||||
Net interest income on an FTE basis (non-GAAP)
|
|
$
|
15,743
|
|
|
$
|
16,329
|
|
|
$
|
62,719
|
|
|
$
|
62,734
|
|
Average interest-earning assets
|
|
$
|
2,124,148
|
|
|
$
|
1,990,776
|
|
|
$
|
2,075,372
|
|
|
$
|
1,863,791
|
|
Net interest margin on an FTE basis (non-GAAP)
|
|
2.94
|
%
|
|
3.25
|
%
|
|
3.02
|
%
|
|
3.37
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of efficiency ratio on an FTE basis to GAAP:
|
|
|
|
|
|
|
|
|
||||||||
Net interest income on an FTE basis (non-GAAP)
|
|
$
|
15,743
|
|
|
$
|
16,329
|
|
|
$
|
62,719
|
|
|
$
|
62,734
|
|
Noninterest income
|
|
1,702
|
|
|
1,908
|
|
|
7,752
|
|
|
8,648
|
|
||||
Adjustment for realized investment securities (gains) losses, net
|
|
160
|
|
|
97
|
|
|
263
|
|
|
(326
|
)
|
||||
Plus: losses on disposal of premises and equipment, net
|
|
95
|
|
|
—
|
|
|
109
|
|
|
25
|
|
||||
Adjusted income
|
|
$
|
17,700
|
|
|
$
|
18,334
|
|
|
$
|
70,843
|
|
|
$
|
71,081
|
|
Noninterest expense
|
|
$
|
9,186
|
|
|
$
|
8,032
|
|
|
$
|
34,992
|
|
|
$
|
32,267
|
|
Adjustment for write-down of premises
|
|
—
|
|
|
—
|
|
|
(333
|
)
|
|
—
|
|
||||
Adjusted expense
|
|
$
|
9,186
|
|
|
$
|
8,032
|
|
|
$
|
34,659
|
|
|
$
|
32,267
|
|
Efficiency ratio on an adjusted and FTE basis (non-GAAP)
(2)
|
|
51.90
|
%
|
|
43.81
|
%
|
|
48.92
|
%
|
|
45.39
|
%
|