SEC Company Response from WEST BANCORPORATION INC (WTBA) (CIK 0001166928) (WTBA) — Oct 3, 2006
WEST BANCORPORATION INC (WTBA) (CIK 0001166928)
Date: Oct. 3, 2006 · CIK: 0001166928 · Accession: 0000950137-06-010756
AI Filing Summary & Sentiment
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May 4, 2006
John P. Nolan, Accounting Branch Chief
Mail Stop 4561
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: West Bancorporation, Inc.
Form 10-K for the Fiscal Year Ended
December 31, 2005
Definitive Proxy Statement on
Schedule 14A filed March 7, 2006
File No. 0-49677
Dear Mr. Nolan:
I am writing in response to your letter of April 26, 2006. We have reviewed your
questions with our accounting and legal advisors, and our audit committee. The
following are our responses to your comments:
Note 1 -- Organization and Nature of Business and Summary of Significant
Accounting Policies, page 35
Investors Management Group, Ltd. ("IMG") is a wholly-owned subsidiary of West
Bancorporation, Inc. (the "Company"). The Company purchased 100 percent of the
common stock of IMG from an unaffiliated company on December 30, 2005, through a
competitive-bidding, arms-length transaction.
The IMG purchase price of $10,000,000 was based upon an internal rate of return
analysis done by the Company using the projected cash flows and net income of
IMG. The Company engaged a third-party valuation firm to determine the fair
value of the identifiable intangible assets associated with the purchase. The
recorded goodwill is the difference between the purchase price and the sum of
the estimated fair value of the identifiable intangible assets and the acquired
tangible assets. IMG is a registered investment advisor. There are minimal
amounts of tangible assets associated with this
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John P. Nolan, Accounting Branch Chief
Mail Stop 4561
United States Securities and Exchange Commission
Washington, D.C. 20549
Page 2
type of business. Therefore, goodwill tends to be a substantial portion of the
market value.
Note 13 -- Commitments and Contingencies and Related-Party Leases, page 53
Note 13 to the Company's Consolidated Financial Statements dated December 31,
2005 describes the process our wholly-owned subsidiary, West Bank, uses to
evaluate the issuances of standby letters of credit.
The fair value of our obligation related to standby letters of credit at
December 31, 2005, was approximately $33,000 and is recorded in Other
Liabilities. The fair value was equal to the unamortized fee received. Because
of the immaterial amount, no additional disclosure was considered necessary.
The Company acknowledges that:
- the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;
- staff comments or changes to disclosure in response to staff comments
in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing: and
- the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Thank you for your consideration of our responses to your comments. If you have
any questions or comments please contact me at 515-222-2308.
Sincerely,
Thomas E. Stanberry
Chairman, President and Chief Executive Officer
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