10-K 1 oksb-20121231x10k.htm 10-K fe69c64386384b3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2012 

Commission File Number 001-34110 

 

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Oklahoma

 

73-1136584

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

     

 

 

608 South Main Street,

Stillwater, Oklahoma

 

74074

(Address of principal executive office)

 

(Zip Code)

Registrant’s telephone number, including area code: (405) 742-1800

Securities registered pursuant to Section 12(b) of the Act: 

 

 

 

Title of Each Class

 

Name of Each Exchange on which Registered

Common Stock, par value $1.00 per share

 

The NASDAQ Stock Market 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [  ] YES  [X] NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  [  ] YES  [X] NO

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   [X] YES   [  ] NO    

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X] YES               [  ] NO

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [  ]

 

Indicate by a check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): Large Accelerated filer [  ]        Accelerated filer [X]                Non-accelerated filer [  ]            Smaller reporting company [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [  ] YES   [X] NO

 

The registrant's Common Stock is traded on the NASDAQ Global Select Market under the symbol OKSB. The aggregate market value of approximately 18,827,581 shares of Common Stock of the registrant issued and outstanding held by nonaffiliates on June 30, 2012, the last day of the registrant’s most recently completed second fiscal quarter, was approximately $177.2 million based on the closing sales price of $9.41 per share of the registrant's Common Stock on that date. Solely for purposes of this calculation, it is assumed that directors, officers, and 5% stockholders of the registrant (other than institutional investors) are affiliates.

 

As of the close of business on March 1, 2013, 19,530,233 shares of the registrant's Common Stock were outstanding.

 

Documents Incorporated by Reference

 

Portions of the definitive Proxy Statement relating to registrant’s Annual Meeting of Shareholders, to be held on April 24, 2013, are incorporated by reference into Part III of this Form 10-K to the extent described therein.

 

 

 

 

 

 


 

Explanatory Note

 

This Annual Report on Form 10-K contains restatements of our 2010 and 2011 financial statements.  The restatements relate to an error in the valuation analysis on the goodwill of our Bank of Kansas subsidiary.  A review of the valuation analysis resulted in a non-cash impairment charge of $5.6 million of goodwill at year-end 2010 that was not previously reported.  As a result of the reduction in goodwill at year-end 2010, our net income for 2010 is reduced by $5.6 million, from $17.0 million to $11.4 million.  Total assets and shareholders’ equity at December 31, 2010 are reduced by $5.6 million to end at $2.8 billion and $372.2 million, respectively.  The effect of the prior period adjustments to total assets and shareholders’ equity are reflected in the subsequent 2011 and 2012 financial statements.

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SOUTHWEST BANCORP, INC.

Annual Report on Form 10-K

 

Table of Contents

 

 

 

 

 

Page

PART I

 

 

Item 1.

Business

Item 1A.

Risk Factors

13 

Item 1B.

Unresolved Staff Comments

19 

Item 2.

Properties

20 

Item 3.

Legal Proceedings

22 

Item 4.

Mine Safety Disclosures

22 

 

 

 

PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

23 

Item 6.

Selected Financial Data

25 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

47 

Item 8.

Financial Statements and Supplementary Data

50 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

94 

Item 9A.

Controls and Procedures

94 

Item 9B.

Other Information

96 

 

 

 

PART III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

96 

Item 11.

Executive Compensation

96 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

96 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

96 

Item 14.

Principal Accounting Fees and Services

96 

 

 

 

PART IV

 

 

Item 15.

Exhibits, Financial Statement Schedules

97 

 

Signatures

100 

 

 

 

 

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Caution  about Forward-Looking Statements

 

Southwest Bancorp, Inc. (“we”, “our”, “us”, or “Southwest”) makes forward-looking statements in this Annual Report on Form 10-K that are subject to risks and uncertainties.  We intend these statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements include:

·

Statements of Southwest’s goals, intentions, and expectations;

·

Estimates of risks and of future costs and benefits;

·

Expectations regarding our future financial performance and the financial performance of our  operating segments;

·

Expectations regarding regulatory actions;

·

Expectations regarding our ability to utilize tax loss benefits;

·

Assessments of loan quality, probable loan losses, and the amount and timing of loan payoffs;

·

Estimates of the value of assets held for sale or available for sale; and

·

Statements of our ability to achieve financial and other goals. 

 

These forward-looking statements are subject to significant uncertainties because they are based upon: the amount and timing of future changes in interest rates, market behavior, and other economic conditions; future laws, regulations, and accounting principles; changes in regulatory standards and examination policies; and a variety of other matters.  These other matters include, among other things, the direct and indirect effects of economic conditions on interest rates, credit quality, loan demand, liquidity, and monetary and supervisory policies of banking regulators.  Because of these uncertainties, the actual future results may be materially different from the results indicated by these forward-looking statements.  In addition, Southwest’s past growth and performance do not necessarily indicate our future results.  For other factors, risks, and uncertainties that could cause actual results to differ materially from estimates and projections contained in forward-looking statements, please read the “Risk Factors” contained in this report and future Southwest reports to the Securities and Exchange Commission (“SEC”).

 

The cautionary statements in this release also identify important factors and possible events that involve risk and uncertainties that could cause our actual results to differ materially from those contained in the forward-looking statements.  These forward-looking statements speak only as of the date on which the statements were made.  We do not intend, and undertake no obligation, to update or revise any forward-looking statements contained in this release, whether as a result of differences in actual results, changes in assumptions, or changes in other factors affecting such statements, except as required by law.  Please see the discussion of Risk Factors on page 13 and Critical Accounting Policies on page 28.

 

Southwest is required under generally accepted accounting principles to evaluate subsequent events and their impact, if any, on its financial statements as of December 31, 2012 through the date its financial statements are filed with the Securities and Exchange Commission. The December 31, 2012 financial statements included in this release will be adjusted if necessary to properly reflect the impact of subsequent events on estimates used to prepare those statements.

 

PART i

ITEM 1.  BUSINESS

 

Business

 

General

 

We are a bank holding company headquartered in Stillwater, Oklahoma and we provide commercial and consumer banking services through our banking subsidiaries, Stillwater National Bank and Trust Company (“Stillwater National”) and Bank of Kansas.  We were organized in 1981 as the holding company for Stillwater National, which was chartered in 1894.  We are registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the "Holding Company Act").  As such, we are subject to supervision and regulation by the Federal Reserve.  Stillwater National is a national bank subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”).  Bank of Kansas, headquartered in South Hutchinson, Kansas, is a state chartered commercial bank and is subject to supervision and regulation by the Federal Deposits Insurance Corporation (“FDIC”) and the Kansas Office of the State Banking

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Commissioner (“KOSBC”).  The deposit accounts of our banking subsidiaries are insured by the FDIC to the maximum permitted by law.

 

Products and Services

 

We offer a wide variety of commercial and consumer lending and deposit services.  We have developed internet banking services, called SNB DirectBanker®, for consumer and commercial customers, a highly automated lockbox, document imaging, and information service for commercial customers called “SNB Digital Lockbox,” and deposit products that automatically sweep excess funds from commercial demand deposit accounts and invest them in interest bearing funds (“Sweep Agreements”).  The commercial loans we offer include (i) commercial real estate loans, (ii) working capital and other commercial loans, (iii) construction loans, and (iv) loans to small businesses.  Consumer lending services include (i) residential real estate loans and mortgage banking services, and (ii) personal lines of credit and other installment loans.  We also offer deposit and personal banking services, including (i) commercial deposit services such as SNB Digital Lockbox, commercial checking, money market, and other deposit accounts, and (ii) retail deposit services such as certificates of deposit, money market accounts, checking accounts, NOW accounts, savings accounts, and automatic teller machine (“ATM”) access.  Stillwater National offers personal brokerage services through a  relationship with an independent institution.

 

Strategic Focus

 

Our banking philosophy is to provide a high level of customer service, a wide range of financial services, and products responsive to customer needs.  This philosophy has led to the development of a line of deposit, lending, and other financial products that respond to professional and commercial customer needs for speed, efficiency, and information.  These include our Sweep Agreements, SNB Digital Lockbox, and SNB DirectBanker® and other internet banking products, which complement our more traditional banking products.  We also emphasize the marketing of personal banking, investment, and other financial services to highly educated, professional and business persons in our markets.  We seek to build close relationships with businesses, professionals and their principals and to serve their banking needs throughout their business development and professional lives. 

 

For a number of years, our strategic focus has included expansion in carefully selected geographic markets based upon a tested business model developed in connection with our expansion into Oklahoma City in 1982.  This geographic expansion has been based on the identification of markets with concentrations of customers in our traditional areas of expertise:  healthcare and health professionals, businesses and their managers and owners, and commercial and commercial real estate lending, and makes use of traditional and specialized financial services.  Specialized services include integrated document imaging and cash management services designed to help our customers in the healthcare industry and other record-intensive enterprises operate more efficiently.  Our strategic focus also includes careful expansion of our community banking operations.

Organization

 

Our business operations are conducted through six operating segments that include regional divisions, an Out of Market segment, a Secondary Market segment, consisting of residential mortgage lending services and government guaranteed commercial real estate lending, and an “Other” segment that includes funds management (investment portfolio and funding).  Our organizational structure is designed to facilitate high customer service, prompt response, efficiency, and appropriate, uniform credit standards and other controls.

 

Banking Segments –  Our banking segments include Oklahoma Banking, which includes the Stillwater division, the Central Oklahoma division based in Oklahoma City, and the Tulsa division; Texas Banking, which includes the Dallas-Frisco division, the Dallas-Preston Center division, the Austin division, and the San Antonio division; and Kansas Banking, which includes the First National Bank of Anthony (“FNBA”) division, the Hutchinson division, the Wichita division, and the Kansas City division.  The Stillwater, FNBA, and Hutchinson divisions serve their respective markets as full-service community banks emphasizing both commercial and consumer lending.  The other eight divisions pursue a more focused marketing strategy, targeting managers, professionals, and businesses for lending, and offering more specialized services.  All of the regional divisions focus on commercial and consumer financial services to local businesses and their senior employees and to other managers and professionals living and working in Southwest’s market areas.  We have a high-service level philosophy. 

 

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The Out of Market segment primarily consists of healthcare and commercial real estate credits in twenty-eight states other than Oklahoma, Texas, and Kansas. 

 

We have a long history of student and residential mortgage lending; however in 2010 we reduced our student loan business due to changes made by the Department of Education.  In 2010, we began providing United States Department of Agriculture (“USDA”) government guaranteed commercial real estate lending services to rural healthcare providers.  The operations comprise the Secondary Market business segment.  We manage our mortgage and student lending operations through our home office.  We originate first mortgage loans for sale to the Federal National Mortgage Association (“FNMA”) or private investors.  Servicing on these loans may be released or retained in connection with the sale.

 

Support and Control Functions –  Support and control functions are centralized, although each segment has support and control personnel.  Costs of centrally managed support and control functions other than funds management (which is included in the Other Operations segment) are allocated to the Banking and Secondary Market segments.  Our philosophy of customer service extends to our support and control functions.  We manage and offer products that are technology based, or that otherwise are more efficiently offered centrally through our home office.  These include products that are marketed through the regional offices, such as our internet banking product for commercial and retail customers (SNB DirectBanker®), commercial information, and item processing services (SNB Digital Lockbox).  Our technology products are marketed to existing customers and to help develop new customer relationships.  Use of these products by customers enables us to serve our customers more effectively, use our resources more efficiently, and increase fee income.

 

For additional information regarding our operating segments, please see “Note 19 Operating Segments” in the Notes to the Consolidated Financial Statements. 

 

Banking Offices and Geographic Markets

 

We intend to focus our efforts on markets with characteristics that will allow us to capitalize on our strengths and to continue establishing new offices in those markets.  We consider acquisitions of other financial institutions and other companies, from time to time.  We also extend loans to borrowers in Oklahoma, Texas, Kansas and other states through participations with correspondent banks.

 

We have twenty-two full-service banking offices, four located in Stillwater, Oklahoma, two each located in the Oklahoma City and Tulsa, Oklahoma metropolitan areas, two located in the Dallas, Texas metropolitan area, two each located in the Hutchinson, Kansas area and in Wichita, Kansas and, one each in Chickasha and Edmond, Oklahoma, Austin, San Antonio, and Tilden, Texas, and Anthony, Harper, and Overland Park, Kansas.  We also operate a  loan production office on the campus of the University of Oklahoma Health Sciences Center.  We have developed and continue to pursue a business strategy that does not rely on an extensive branch network. 

 

Employees

 

As of December 31, 2012, we employed 422 persons on a full-time equivalent basis, including executive officers, loan and other banking officers, branch personnel, and others.  None of our employees or any of our consolidated subsidiaries’ employees are represented by a union or covered under a collective bargaining agreement.  Our management considers our employee relations to be excellent.

 

Competition

 

We encounter competition in seeking deposits and in obtaining loan, cash management, investment, and other customers.  The level of competition for deposits is high.  Our principal competitors for deposits are other financial institutions, including other national banks, state chartered banks, federal savings banks, and credit unions.  Competition among these institutions is based primarily on interest rates and other terms offered, service charges imposed on deposit accounts, the quality of services rendered, and the convenience of banking facilities.  Additional competition for depositors' funds comes from U.S. Government securities, private issuers of debt obligations, and suppliers of other investment alternatives for depositors, such as securities firms.  Competition from credit unions has intensified as historic federal limits on membership have been relaxed.  Because federal law subsidizes credit unions by giving them a general exemption from federal income taxes, credit unions have a significant cost advantage over national banks, federal savings banks, and state banks, which are fully subject to federal income taxes.  Credit unions may use this advantage to offer rates that are more competitive than those offered by national banks, federal savings banks, and state banks.

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We also compete in our lending activities with other financial institutions such as securities firms, insurance companies, credit unions, small loan companies, finance companies, mortgage companies, real estate investment trusts, and other sources of funds.  Many of our nonbank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally-insured banks.  As a result, such nonbank competitors have advantages over us in providing certain services.  A number of the financial institutions with which we compete in lending, deposit, investment, cash management, and other activities are larger than us or have a significantly larger market share.  The Texas and Kansas offices compete for loans, deposits, and other services against local and nationally based financial institutions, many of which have much larger market shares and widespread office networks.  In recent periods, competition has increased in our Oklahoma market areas as new entrants and existing competitors have sought to more aggressively expand their loan and deposit market shares.  

 

The business of mortgage banking is highly competitive.  We compete for loan originations with other financial institutions, such as mortgage bankers, state and national banks, federal savings banks, credit unions, and insurance companies.  Many of our competitors have financial resources that are substantially greater than those available to usWe compete principally by providing competitive pricing, by motivating our sales force through the payment of commissions on loans originated and by providing high quality service to builders, borrowers, and realtors.

 

Regulation, Supervision, and Governmental Policy

 

We are a bank holding company under the Holding Company Act and regulated by the Federal Reserve.  Stillwater National is a national bank regulated by the OCC.  Bank of Kansas is a Kansas state bank regulated by the KOSBC at the state-level and the FDIC at the federal level.  This regulation is intended primarily for the protection of depositors, the deposit insurance fund, and the banking system as a whole, and not for the protection of our shareholders.  Although Stillwater National and Bank of Kansas have different primary federal banking regulators, many of the rules that govern them are substantially the same.  Where practical, the rules for all banks are discussed together below.  For ease of reference the term “banks” is used below to include national and federal savings banks, and state-chartered banks, unless otherwise indicated.  The term “commercial banks” includes nationally and state chartered banks, but excludes federal savings associations or federal savings banks.

 

Bank Holding Company RegulationWe are registered as a bank holding company under the Holding Company Act and, as such, we are subject to supervision and regulation by the Federal Reserve.  As a bank holding company, we are required to furnish to the Federal Reserve annual and quarterly reports of our operations and additional information and reports.  We are also subject to regular examination by the Federal Reserve.

 

Under the Holding Company Act, a bank holding company must obtain the prior approval of the Federal Reserve before (1) acquiring direct or indirect ownership or control of any class of voting securities of any national or state bank or bank holding company if, after the acquisition, the bank holding company would directly or indirectly own or control more than 5% of the class; (2) acquiring all or substantially all of the assets of another national bank or bank holding company; or (3) merging or consolidating with another bank holding company.

 

Under the Holding Company Act, any company must obtain approval of the Federal Reserve prior to acquiring control of us or our banking subsidiaries.  For purposes of the Holding Company Act, "control" is defined as ownership of more than 25% of any class of voting securities, the ability to control the election of a majority of the directors, or the exercise of a controlling influence over management or policies.

 

The federal Change in Bank Control Act and the related regulations of the Federal Reserve require any person or persons acting in concert (except for companies required to make application under the Holding Company Act) to file a written notice with the Federal Reserve before the person or persons acquire control of us or our banking subsidiaries.  The Change in Bank Control Act defines "control" as the direct or indirect power to vote 25% or more of any class of voting securities or to direct the management or policies of a bank holding company or an insured bank.

 

The Holding Company Act also limits the investments and activities of bank holding companies.  In general, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than 5% of the voting shares of a company that is not a commercial bank or a bank holding company or from engaging directly or indirectly in activities other than those of banking, managing, or controlling commercial banks, providing services for its subsidiaries, non-bank activities that are closely related to banking and other financially related activities.  Our activities are subject to these legal and

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regulatory limitations under the Holding Company Act and Federal Reserve regulations.  Non-bank and financially related activities of bank holding companies also may be subject to regulation and oversight by regulators other than the Federal Reserve.

 

The Federal Reserve also has the power to order a bank holding company or its subsidiaries to terminate any activity, or to terminate its ownership or control of any subsidiary, when it has reasonable cause to believe that the continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness, or stability of any banking subsidiary of that holding company.

 

The Federal Reserve has adopted guidelines regarding the capital adequacy of bank holding companies, which require bank holding companies to maintain specified minimum ratios of capital to total assets and capital to risk-weighted assets. See “Regulatory Capital Requirements” on page 10 of this report.

 

The Federal Reserve has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices.  The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve's view that a bank holding company should pay cash dividends only to the extent that the company's net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company's capital needs, asset quality, and overall financial condition.

 

Source of Strength Doctrine – Federal Reserve policy requires a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks and does not permit a bank holding company to conduct its operations in an unsafe or unsound manner. Under this "source of strength doctrine," a bank holding company is expected to stand ready to use its available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity, and to maintain resources and the capacity to raise capital that it can commit to its subsidiary banks. Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment of deposits and to certain other indebtedness of such subsidiary banks. The Holding Company Act provides that, in the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. In addition, under the National Bank Act, if the capital stock of Stillwater National is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon us. If the assessment is not paid within three months, the OCC could order a sale of Stillwater National stock held by us to make good the deficiency. Furthermore, the Federal Reserve has the right to order a bank holding company to terminate any activity that the Federal Reserve believes is a serious risk to the financial safety, soundness or stability of any subsidiary bank. The Dodd-Frank Act codifies the "source of strength doctrine."

 

National Bank Regulation – As a national bank, Stillwater National is subject to the primary supervision of the OCC under the National Bank Act.  The prior approval of the OCC is required for a national bank to establish or relocate a branch office or to engage in any merger, consolidation, or significant purchase or sale of assets. 

 

The OCC regularly examines the operations and condition of Stillwater National including but not limited to its capital adequacy, loans, allowance for loan losses, investments, liquidity, interest rate risk, and management practices.  In addition, Stillwater National is required to furnish quarterly and annual reports to the OCC.  The OCC's enforcement authority includes the power to remove officers and directors and the authority to issue cease-and-desist orders to prevent a national bank from engaging in unsafe or unsound practices or violating laws or regulations governing its business.

 

Dividend Restrictions – Dividends from Stillwater National and Bank of Kansas constitute the principal source of our cash revenues.  The payment of dividends by both banks is subject to restrictions by their primary regulators.  No national bank may pay dividends from its paid-in capital.  All dividends must be paid out of current or retained net profits.  The National Bank Act further restricts the payment of dividends out of net profits by prohibiting a national bank from declaring a dividend on its shares of common stock until the surplus fund equals the amount of capital stock or, if the surplus fund does not equal the amount of capital stock, until one-tenth of a national bank's net profits for the preceding half year in the case of quarterly or semi-annual dividends, or the preceding two half-year periods in the case of annual dividends, are transferred to the surplus fund.

 

The approval of the OCC is required prior to the payment of a dividend if the total of all dividends declared by a national bank in any calendar year would exceed the total of its net profits for that year combined with its retained net profits for the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock.  In addition,

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Stillwater National is prohibited by federal statute from paying dividends or making any other capital distribution that would cause Stillwater National to fail to meet its regulatory capital requirements.  Further, the OCC also has authority to prohibit the payment of dividends by a national bank when it determines that their payment would be an unsafe and unsound banking practice. 

 

Kansas state non-member banks are subject to limitations on dividends and are prohibited by federal statute from paying dividends or making any other capital distribution that would cause the banks to fail to meet their regulatory capital requirements or when dividend payment would be an unsafe and unsound banking practice.

 

State Non-Member Bank Regulation – As a Kansas-chartered bank that is not a member of the Federal Reserve System, Bank of Kansas is subject to the primary supervision of the FDIC and the KOSBC.  Prior regulatory approval is required for Bank of Kansas to establish or relocate a branch office or to engage in any merger, consolidation, or significant purchase or sale of assets.

 

The FDIC and the KOSBC regularly examine the operations and condition of Bank of Kansas, including but not limited to its capital adequacy, loans, allowance for loan losses, investments, liquidity, interest rate risk, and management practices.  In addition, Bank of Kansas is required to furnish quarterly and annual reports to the FDIC.  FDIC and the KOSBC enforcement authority includes the power to remove officers and directors and the authority to issue cease-and-desist orders to prevent a state non-member bank from engaging in unsafe or unsound practices or violating laws or regulations governing its business.

 

Limits on Loans to One Borrower – National banks are subject to loans to one borrower limits.  With certain limited exceptions, loans and extensions of credit from national banks outstanding to any borrower (including certain related entities of the borrower) at any one time may not exceed 15% of the unimpaired capital and surplus of the institution.  A national bank may lend an additional amount, equal to 10% of unimpaired capital and surplus, if the loan is fully secured by readily marketable collateral. Certain types of loans are exempted from the lending limits, including loans secured by in-bank deposits.  Kansas chartered banks are generally not allowed to make loans to one borrower (including certain related entities of the borrower) at any one time in excess of 25% of bank capital, with exceptions for certain cash and real estate collateralized extensions of credit.

 

Transactions with Affiliates – Stillwater National and Bank of Kansas are subject to restrictions imposed by federal law on extensions of credit to, and certain other transactions with, us and other affiliates and on investments in our and their stock or other securities.  These restrictions prevent us and our nonbanking subsidiaries from borrowing from Stillwater National or Bank of Kansas unless the loans are secured by specified collateral.  Additionally, the restrictions require our transactions with Stillwater National and Bank of Kansas to have terms comparable to terms of arms-length transactions with third persons.  In addition, secured loans and investments by Stillwater National or Bank of Kansas are generally limited in amount as to us and as to any other affiliate to 10% of Stillwater National’s or Bank of Kansas’ capital and surplus and as to us and all other affiliates together to an aggregate of 20% of Stillwater National’s or Bank of Kansas’ capital and surplus.  Certain exemptions to these limitations apply to extensions of credit by, and other transactions between, Stillwater National or Bank of Kansas and our other subsidiaries.  These regulations and restrictions may limit our ability to obtain funds from Stillwater National and Bank of Kansas for our cash needs, including funds for acquisitions and for payment of dividends, interest, and operating expenses.

 

Real Estate Lending Guidelines – Under federal banking regulations, banks must adopt and maintain written policies that establish appropriate limits and standards for extensions of credit secured by liens or interests in real estate or that are made for the purpose of financing permanent improvements to real estate.  These policies must establish loan portfolio diversification standards; prudent underwriting standards, including loan-to-value limits, that are clear and measurable; loan administration procedures; and documentation, approval, and reporting requirements.  A bank’s real estate lending policy must reflect consideration of the Guidelines for Real Estate Lending Policies (the "Guidelines") adopted by the federal banking regulators.  The Guidelines, among other things, call for internal loan-to-value limits for real estate loans that are not in excess of the limits specified in the Guidelines.  The Guidelines state, however, that it may be appropriate in individual cases to originate or purchase loans with loan-to-value ratios in excess of the supervisory loan-to-value limits.

 

Federal Deposit InsuranceOur bank subsidiaries pay deposit insurance premiums to the FDIC.  For additional information, see “Management’s Discussion and AnalysisFDIC and other insurance” on page 34 of this report.

 

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Regulatory Capital Requirements – The Federal Reserve, the OCC, and the FDIC have established guidelines for maintenance of appropriate levels of capital by bank holding companies, national banks, state chartered banks, and federal savings banks, respectively.  The regulations impose two sets of capital adequacy requirements: minimum leverage rules, which require bank holding companies and banks to maintain a specified minimum ratio of capital to total average assets, and risk-based capital rules, which require the maintenance of specified minimum ratios of capital to "risk-weighted" assets.

 

Federal regulations require bank holding companies and banks to maintain a minimum leverage ratio of Tier 1 capital (as defined in the risk-based capital guidelines discussed in the following paragraphs) to total assets of 3.0%.  The capital regulations state, however, that only the strongest bank holding companies and banks with composite examination ratings of 1 under the rating system used by the federal banking regulators would be permitted to operate at or near this minimum level of capital.  All other bank holding companies and banks are expected to maintain a leverage ratio of at least 1% to 2% above the minimum ratio, depending on the assessment of an individual organization's capital adequacy by its primary regulator.  A bank or bank holding company experiencing or anticipating significant growth is expected to maintain capital well above the minimum levels.  In addition, the Federal Reserve has indicated that it also may consider the level of an organization's ratio of Tier 1 capital to total assets in making an overall assessment of capital. 

 

The risk-based capital rules require bank holding companies and banks to maintain minimum regulatory capital levels based upon a weighting of their assets and off-balance sheet obligations according to risk.  The risk-based capital rules have two basic components: a core capital (Tier 1) requirement and a supplementary capital (Tier 2) requirement.  Core capital consists primarily of common stockholders' equity, and subject to certain limitations, qualifying perpetual preferred stock (noncumulative perpetual preferred stock with respect to national banks), trust preferred securities, minority interests in the equity accounts of consolidated subsidiaries, and deferred tax assets, less all intangible assets, except for certain mortgage servicing rights and purchased credit card relationships.  Supplementary capital elements include, subject to certain limitations, the allowance for losses on loans and leases, and the amount of perpetual preferred stock and trust preferred securities that does not qualify as Tier 1 capital, long-term preferred stock with an original maturity of at least 20 years from issuance, hybrid capital instruments, including perpetual debt and mandatory convertible securities, subordinated debt, intermediate-term preferred stock, and up to 45% of pre-tax net unrealized gains on available for sale equity securities.

 

The Dodd-Frank Act includes certain provisions concerning the components of regulatory capital.  Certain of these provisions are intended to eliminate or significantly reduce use of hybrid capital instruments, especially trust preferred securities, as regulatory capital.  Under these provisions, trust preferred securities issued before May 19, 2010 by a company, such as us, with total consolidated assets of less than $15 billion and treated as regulatory capital are eligible, but any such securities issued later are not eligible as regulatory capital.

 

The risk-based capital regulations assign balance sheet assets and credit equivalent amounts of off-balance sheet obligations to one of four broad risk categories based principally on the degree of credit risk associated with the obligor.  The assets and off-balance sheet items in the four risk categories are weighted at 0%, 20%, 50%, and 100%.  These computations result in the total risk-weighted assets.  The risk-based capital regulations require all banks and bank holding companies to maintain a minimum ratio of total capital to total risk-weighted assets of 8%, with at least 4% as core capital.  For the purpose of calculating these ratios: (i) supplementary capital is limited to no more than 100% of core capital; and (ii) the aggregate amount of certain types of supplementary capital is limited.  In addition, the risk-based capital regulations limit the allowance for loan losses that may be included in capital to 1.25% of total risk-weighted assets.

 

The federal banking regulatory agencies have established a joint policy regarding the evaluation of banks' capital adequacy for interest rate risk.  Under the policy, the assessment of a bank's capital adequacy includes an assessment of exposure to adverse changes in interest rates.  Management believes our interest rate risk management systems and our capital relative to our interest rate risk are adequate.

 

Federal banking regulations also require banks with significant trading assets or liabilities to maintain supplemental risk-based capital based upon their levels of market risk.  Stillwater National and Bank of Kansas did not have any trading assets or liabilities during 2012, 2011, and 2010 and were not required to maintain such supplemental capital.

 

The federal banking regulators have established regulations that classify banks by capital levels and provide for various "prompt corrective actions" to resolve the problems of any bank that fails to satisfy the capital standards.  Under these regulations, a well-capitalized bank is one that is not subject to any regulatory order or directive to meet any specific capital level and that has a total risk-based capital ratio of 10% or more, a Tier 1 risk-based capital ratio of 6% or more, and a leverage ratio of 5% or more.  An adequately capitalized bank is one that does not qualify as well-capitalized but meets or

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exceeds the following capital requirements: a total risk-based capital ratio of 8%, a Tier 1 risk-based capital ratio of 4%, and a leverage ratio of either (i) 4% or (ii) 3% if the bank has the highest composite examination rating.  A bank that does not meet these standards is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized, depending on its capital levels.  A bank that falls within any of these three undercapitalized categories is subject to severe regulatory sanctions.  As of December 31, 2012, Stillwater National and Bank of Kansas were well-capitalized as defined in applicable banking regulations.  For information regarding our, Stillwater National's, and Bank of Kansas’ compliance with their respective regulatory capital requirements, see “Management's Discussion and AnalysisCapital Resources” on page 45 of this report, and in the Notes to the Consolidated Financial Statements in this report, “Note 15  Capital Requirements and Regulatory Matters”.

 

Basel IIIUnited States banking regulators are members of the Basel Committee on Banking Supervision (the “Basel Committee”).  The Basel Committee issues accords, which include capital guidelines for use by regulators in individual countries, generally referred to as Basel I (1988), Basel II (2004), and Basel III (2011).  Basel III is intended for institutions with assets of $250 million or more or significant foreign exposure.  However, United States banking regulators are considering the Basel III guidelines in their determination of appropriate capital standards for all banking organizations. These may result in higher minimum capital requirements, a countercyclical capital buffer requirement, and liquidity standards. U.S. banking agencies have not yet published the final proposed rules to implement Basel III in the United States. 

 

Brokered Deposits – Well-capitalized institutions are not subject to limitations on brokered deposits, while an adequately capitalized institution is able to accept, renew, or rollover brokered deposits only with a waiver from the FDIC and subject to certain restrictions on the yield paid on such deposits.  Undercapitalized institutions are not permitted to accept brokered deposits.  Stillwater National and Bank of Kansas are well-capitalized and therefore each are eligible to accept brokered deposits without limitation.  Stillwater National regularly makes use of brokered deposits.  Bank of Kansas has not used brokered deposits but may do so in the future when management deems it appropriate.  Stillwater National has reduced its reliance on brokered deposits and other non-core funding sources, and does not anticipate any increase in the usage of brokered deposits.

 

Supervision and Regulation of Mortgage Banking OperationsThe mortgage banking business of Stillwater National and Bank of Kansas is subject to the rules and regulations of the U.S. Department of Housing and Urban Development ("HUD"), the Federal Housing Administration ("FHA"), the Veterans' Administration ("VA"), and FNMA with respect to originating, processing, selling, and servicing mortgage loans.  Those rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines, which include provisions for inspections and appraisals, require credit reports on prospective borrowers, and fix maximum loan amounts.  Lenders such as Stillwater National and Bank of Kansas are required annually to submit financial statements to FNMA, FHA, and VA, and each regulatory entity has its own financial requirements.  Their affairs are also subject to examination by the Federal Reserve, FNMA, FHA, and VA at all times to assure compliance with the applicable regulations, policies, and procedures.  Mortgage origination activities are subject to, among others, the Equal Credit Opportunity Act, Federal Truth-in-Lending Act, Fair Housing Act, Home Mortgage Disclosure Act, Fair Credit Reporting Act, the National Flood Insurance Act, and the Real Estate Settlement Procedures Act, and related regulations that prohibit discrimination and require the disclosure of certain basic information to mortgagors concerning credit terms and settlement costs.  The Stillwater National and Bank of Kansas mortgage banking operations are also affected by various state and local laws and regulations and the requirements of various private mortgage investors.

 

Community Reinvestment – Under the Community Reinvestment Act (“CRA”), a financial institution has a continuing and affirmative obligation to help meet the credit needs of its entire community, including low and moderate income neighborhoods.  The CRA does not establish specific lending requirements or programs for financial institutions or limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community.  However, institutions are rated on their performance in meeting the needs of their communities.  Performance is tested in three areas: (a) lending, to evaluate the institution’s record of making loans in its assessment areas; (b) investment, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low- or moderate-income individuals and businesses; and (c) service, to evaluate the institution’s delivery of services through its branches, ATMs and other offices.  The CRA requires each federal banking agency, in connection with its examination of a financial institution, to assess and assign one of four ratings to the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by the institution, including applications for charters, branches, and other deposit facilities, relocations, mergers, consolidations, acquisitions of assets or assumptions of liabilities, and savings and loan holding company acquisitions.  The CRA also requires that all

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institutions make public disclosure of their CRA ratings.  Stillwater National and Bank of Kansas were assigned a “satisfactory” rating as a result of their last CRA examination.

 

Bank Secrecy Act; Patriot Act – Under the Bank Secrecy Act (“BSA”), a financial institution is required to have systems in place to detect certain transactions based on the size and nature of the transaction.  Financial institutions are generally required to report cash transactions involving more than $10,000 to the United States Treasury.  In addition, financial institutions are required to file suspicious activity reports for transactions that involve more than $5,000 and which the financial institution knows, suspects, or has reason to suspect involves illegal funds, is designed to evade the requirements of the BSA, or has no lawful purpose.  The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, commonly referred to as the “USA PATRIOT Act” or the “Patriot Act,” enacted in response to the September 11, 2001 terrorist attacks, contains prohibitions against specified financial transactions and account relationships, as well as enhanced due diligence standards intended to prevent the use of the United States financial system for money laundering and terrorist financing activities.  The Patriot Act requires banks and other depository institutions, brokers, dealers and certain other businesses involved in the transfer of money to establish anti-money laundering programs, including employee training and independent audit requirements meeting minimum standards specified by the act, to follow standards for customer identification and maintenance of customer identification records, and to compare customer lists against lists of suspected terrorists, terrorist organizations, and money launderers.  The Patriot Act also requires federal bank regulators to evaluate the effectiveness of an applicant in combating money laundering in determining whether to approve a proposed bank acquisition.

 

Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank Act”) – The Dodd-Frank Act, enacted in July 2010, makes significant changes in laws regarding the structure of banking regulation, the powers of the Federal Reserve and other federal banking regulators, deposit insurance assessments, the handling of troubled institutions, regulatory capital calculations, reporting and governance obligations of public companies, and many other provisions affecting supervision of the banks, bank holding companies, and other financial services organizations.  Among other things, the Dodd-Frank Act:

 

·

Created the Consumer Financial Protection Bureau, whose regulations may adversely affect the business operations of financial institutions offering consumer financial products or services, including us. Although the Consumer Financial Protection Bureau has jurisdiction over banks with $10 billion or greater of our subsidiary banks in assets, rules, regulations and policies issued by the Bureau may also apply to our subsidiary banks through the adoption of similar policies by the Federal Reserve, OCC, FDIC or the KOSBC.

·

Weakened federal preemption rules permitting states more authority to enforce consumer protection law against national banks.  

·

Makes permanent the $250,000 deposit insurance limit for insured deposits.

·

Revises the assessment base for calculating an insured depository institution’s deposit insurance premiums paid to the Deposit Insurance Fund to be based on average consolidated total assets minus average tangible equity rather than on deposits, and makes changes to the minimum designated reserve ratio of the Deposit Insurance Fund.

·

Eliminate the prohibition against payment of interest on demand deposits, which allows businesses to have interest bearing demand accounts formerly prohibited by law and Federal Reserve regulations.

·

Changes the requirements for certain transactions with affiliates and insiders.

·

Requires banking regulators to establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company that provides an insider or other employee with excessive compensation or compensation that gives rise to excessive risk or could lead to a material financial loss to the institution.

·

Limits the use of new trust preferred securities issued after May 19, 2010 as regulatory capital.

·

Permits banks to engage in de novo branching outside of their home states, provided that the laws of the target state permit banks chartered in that state to branch within that state.

 

Significant elements of the Dodd-Frank Act have been implemented, but implementation of other elements of the Act requires additional regulations, many of which have not yet been established.  It is too early to fully assess the effects of the Dodd-Frank Act and related regulations on our business, financial condition, or results of operations.

 

Other Laws and Regulations – Some of the aspects of the lending and deposit business of Stillwater National and Bank of Kansas are subject to regulation by the Federal Reserve and the FDIC, including reserve requirements and disclosure requirements in connection with personal and mortgage loans and deposit accounts.  Stillwater National’s federal student lending activities are subject to regulation and examination by the United States Department of Education.  In addition,

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Stillwater National and Bank of Kansas are subject to numerous federal and state laws and regulations that include specific restrictions and procedural requirements with respect to the establishment of branches, investments, interest rates on loans, credit practices, the disclosure of credit terms, and discrimination in credit transactions.

 

Enforcement Actions – Federal statutes and regulations provide financial institution regulatory agencies with great flexibility to undertake an enforcement action against an institution that fails to comply with regulatory requirements.  Possible enforcement actions range from the imposition of a capital plan and capital directive to civil money penalties, cease-and-desist orders, receivership, conservatorship, or the termination of deposit insurance.

 

Available Information

 

We provide internet access to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports through our Investor Relations section at www.oksb.com (This site is also accessible through Stillwater National’s website at www.banksnb.com and Bank of Kansas’ website at www.bankofkansas.com).  The SEC maintains a website (www.sec.gov) where these filings also are available through the SEC’s EDGAR system.  There is no charge for access to these filings through either our site or the SEC’s site, although users should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that they may bear.  The public also may read and copy materials filed by Southwest with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

 

ITEM 1A.  RISK FACTORS

 

The following are some important risk factors that could affect our future financial performance or could cause our future earnings to be lower or our financial condition to be less favorable than we expect.  In addition, other risks of which we are not aware, or which we do not believe are material, may also impair or adversely affect our business, financial condition or results of operation.

 

Risks Relating to our Business 

 

Difficult and unsettled market conditions have affected our profits and loan quality and may continue to do so for an unknown period. 

 

Unsettled market conditions may increase the likelihood and the severity of adverse effects discussed in the following risk factors, in particular: 

 

·

There may be less demand for our products and services; 

·

Competition in our industry could intensify as a result of increased consolidation of the banking industry; 

·

It may become more difficult to estimate losses inherent in our loan portfolio; 

·

Loan delinquencies and problem assets may increase; 

·

Collateral for loans may decline in value, increasing loan to value ratios and reducing our customers’ borrowing power and the security for our loans; 

·

Deposits and borrowings may become even more expensive relative to yields on loans and securities, reducing our net interest margin, and making it more difficult to maintain adequate sources of liquidity; 

·

Asset based liquidity, which depends upon the marketability of assets such as student loans and mortgages, may be reduced; and 

·

Compliance with banking regulations enacted in connection with stimulus legislation and other legislation may increase our costs, limit our ability to pursue business opportunities, and impair our ability to hire and retain talented managers. 

 

Changes in interest rates and other factors beyond our control may adversely affect our earnings and financial condition. 

 

Our net income depends to a great extent upon the level of our net interest income.  Changes in interest rates can increase or decrease net interest income and net income.  Net interest income is the difference between the interest income we earn

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on loans, investments, and other interest-earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings.  Net interest income is affected by changes in market interest rates, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes.  When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in market rates of interest could reduce net interest income.  Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. 

 

Changes in market interest rates are affected by many factors beyond our control, including inflation, unemployment, money supply, international events, and events in world financial markets.  We attempt to manage our risk from changes in market interest rates by adjusting the rates, maturity, repricing, and balances of the different types of interest-earning assets and interest-bearing liabilities, but interest rate risk management techniques are not exact.  As a result, a rapid increase or decrease in interest rates could have an adverse effect on our net interest margin and results of operations.  Changes in the market interest rates for types of products and services in our various markets also may vary significantly from location to location and over time based upon competition and local or regional economic factors.  The results of our interest rate sensitivity simulation model depend upon a number of assumptions which may not prove to be accurate.  There can be no assurance that we will be able to successfully manage our interest rate risk. 

 

Changes in local economic conditions could adversely affect our business. 

 

Our commercial and commercial real estate lending operations are concentrated in the metropolitan areas of Oklahoma City, Stillwater, Edmond, and Tulsa, Oklahoma; Dallas, Austin, San Antonio, and Houston, Texas; and Hutchinson, Wichita, and Kansas City, Kansas.  Our success depends in part upon economic conditions in these markets.  Adverse changes in economic conditions in these markets could reduce our growth in loans and deposits, impair our ability to collect our loans, increase our problem loans and charge-offs and otherwise negatively affect our performance and financial condition. 

 

Adverse changes in healthcare-related businesses could lead to slower loan growth and higher levels of problem loans and charge-offs. 

 

We have a substantial amount of loans to individuals and businesses involved in the healthcare industry, including business and personal loans to physicians, dentists, and other healthcare professionals, and loans to for-profit hospitals, nursing homes, suppliers and other healthcare-related businesses.  Our strategy calls for continued growth in healthcare lending.  This concentration exposes us to the risk that adverse developments in the healthcare industry could hurt our profitability and financial condition as a result of increased levels of nonperforming loans and charge-offs and reduced loan demand and deposit growth.  

 

The Patient Protection and Affordable Care Act, as amended by the Health Care and Educations Reconciliations Act of 2010, is expected to have profound effects on the provision of healthcare in the United States.  We have assessed its potential effects on the market for healthcare and our services for the healthcare industry, and believe it will have a net positive effect on them.  However, the law is complex and implementation requires the adoption of significant regulations.  As a result, our assessment may be wrong, which could have adverse effects on the growth and profitability of our healthcare business. 

 

Our allowance for loan losses may not be adequate to cover our actual loan losses, which could adversely affect our earnings. 

 

We maintain an allowance for loan losses in an amount that we believe is appropriate to provide for losses inherent in the portfolio.  While we strive to carefully monitor credit quality and to identify loans that may become nonperforming, at any time there are loans included in the portfolio that will result in losses but that have not been identified as nonperforming or potential problem loans.  We cannot be sure that we will be able to identify deteriorating loans before they become nonperforming assets or that we will be able to limit losses on those loans that are identified.  As a result, future additions to the allowance may be necessary.  Additionally, future additions may be required based on changes in the loans comprising the portfolio and changes in the financial condition of borrowers, such as may result from changes in economic conditions or as a result of incorrect assumptions by management in determining the allowance.  Additionally, federal banking regulators, as an integral part of their supervisory function, periodically review our allowance for loan losses.  These regulatory agencies may require us to increase our provision for loan losses or to recognize further loan

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charge-offs based upon their judgments, which may be different from ours.  Any increase in the allowance for loan losses could have a negative effect on our financial condition and results of operations. 

 

Commercial and commercial real estate loans comprise a significant portion of our total loan portfolio.  These types of loans typically are larger than residential real estate loans and other consumer loans.  Because our loan portfolio contains a significant number of commercial and commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans may cause a significant increase in nonperforming assets.  An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses, or an increase in loan charge-offs, which could have an adverse impact on our results of operations and financial condition. 

 

The results of our most recent internal credit stress test may not accurately predict the impact on our financial condition if the economy’s performance is worse than we expect.  

 

We perform internal assessments of our capital as part of our planning process.  Our process includes stress testing using alternative credit quality assumptions in order to estimate their effects on loan loss provisions, net income, and regulatory capital ratios.  The alternative assumptions include baseline credit quality assumptions and more adverse credit quality assumptions.   

 

The results of these stress tests involve assumptions about the economy and future loan losses and default rates and may not accurately reflect the impact on our earnings or financial condition or actual future conditions.  Actual future economic conditions may result in significantly higher credit losses than we assume in our stress tests, with a corresponding negative impact on our earnings, financial condition, and capital than those predicted by our internal stress test. 

 

We may not realize our deferred tax assets.  

 

We may experience negative or unforeseen tax consequences.  We review quarterly the probability of the realization of our deferred tax assets based on forecasts of taxable income.  This review uses historical results, projected future operating results based upon approved business plans, eligible carryforward and carryback periods, tax-planning opportunities and other relevant considerations.  Adverse changes in the profitability and financial outlook in the U.S. and our industry may require the creation of a valuation allowance to reduce our deferred tax assets.  Such changes could result in material non-cash expenses in the period in which the changes are made and could have a material adverse impact on our results of operations and financial condition. 

 

Our earnings and financial condition may be adversely affected by changes in accounting principles and in tax laws, or the interpretation of them. 

 

Changes in U.S. generally accepted accounting principles could have negative effects on our reported earnings and financial condition. 

 

Changes in tax laws, rules, and regulations, including changes in the interpretation or implementation of tax laws, rules, and regulations by the Internal Revenue Service or other governmental bodies, could affect us in significant and unpredictable ways.  Such changes could subject us to additional costs, among other things.  Failure to comply with tax laws, rules, and regulations could result in sanctions by regulatory agencies, civil money penalties, and reputation damage. 

 

Additionally, we conduct quarterly assessments of our deferred tax assets.  The carrying value of these assets is dependent upon earnings forecasts and prior period changes, among other things.  A significant change in our assumptions could affect the carrying value of our deferred tax assets on our balance sheet. 

 

Government regulation significantly affects our business. 

 

The banking industry is heavily regulated.  Banking regulations are primarily intended to protect the federal deposit insurance funds and depositors, not shareholders.  Stillwater National is subject to regulation and supervision by the OCC.  Bank of Kansas is subject to regulation and supervision by the FDIC and the KOSBCWe are subject to regulation and supervision by the Board of Governors of the Federal Reserve System.  The burden imposed by federal and state regulations puts banks at a competitive disadvantage compared to less regulated competitors such as finance companies, mortgage banking companies, and leasing companies.   

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Changes in the laws, regulations, and regulatory practices affecting the banking industry may limit our ability to increase or assess fees for services provided, increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others.  Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition.  Federal economic and monetary policy may also affect our ability to attract deposits and other funding sources, make loans and investments, and achieve satisfactory interest spreads.   

 

The FDIC insures deposits at insured financial institutions up to certain limits.  The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund.  Economic conditions in the past several years have increased bank failures.  The FDIC may increase our deposit insurance costs by increasing regular assessment rates and levying special assessments, which may in the future significantly and adversely affect our net income. 

 

The Dodd-Frank Act will continue to increase our regulatory compliance burden and costs, may place restrictions on certain products and services, and limit our future capital raising alternatives.  

The Dodd-Frank Act made significant, wide-ranging changes in the regulation of the financial services industry that affect all financial institutions, including us.  The Dodd-Frank Act is likely to continue to increase our regulatory compliance burden, increase the costs associated with regulatory examinations and compliance measures, and increase other operating costs.  

 

Among other things, the Dodd-Frank Act eliminated the prohibition of paying interest on commercial demand deposits, which may increase our funding costs, and limits the use of new trust preferred securities as regulatory capital.  In addition, the Dodd-Frank Act created the Consumer Financial Protection Bureau, whose regulations may adversely affect our business operations.  Although the Consumer Financial Protection Bureau has jurisdiction over banks with $10 billion or greater in assets, rules, regulations and policies issued by the Bureau may also apply to us through the adoption of similar policies by the Federal Reserve, OCC, FDIC or the KOSBC.  

 

Significant elements of the Dodd-Frank Act have been implemented, but implementation of other elements of the Act requires additional regulations, many of which have not yet been established.  

 

Examination reports may include significant findings and assessments about our condition and operations that are not publicly disclosed.  Assessments by bank examiners may cause us to increase our publicly reported problem assets and potential problem loans, charge-offs, or provisions for loan losses. 

 

Examinations by federal and state bank regulatory agencies include assessments of risk, financial health, capital adequacy, loan risk, and other factors that federal banking laws do not allow to be publicly disclosed.  The assignment of loans to credit risk categories involves judgment and the application of credit policies.  In their examinations, federal and state banking examiners may assign different risk categories to loans than those assigned by management. In that case, we must amend our risk categorizations to match those assigned by the bank examiners, which may result in increases in publicly reported problem and potential problem loans, charge-offs, or provisions for loan losses. 

 

Our decisions regarding the fair value of assets acquired could be inaccurate and our estimated loss share receivable in FDIC-assisted acquisitions may be inadequate, which could adversely affect our business, financial condition, results of operations, and future prospects. 

 

In accordance with generally accepted accounting principles, we record assets acquired and liabilities assumed in business combinations at their fair values.  The determination of the initial fair values can be complex and involves a high degree of judgment.  Goodwill is initially recorded as the excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired in a business combination, and thereafter is tested for impairment at least annually.  If the current fair value is determined to be less than the carrying value, an impairment loss is recorded. 

 

Management makes various assumptions and judgments about the collectability of acquired loan portfolios, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans.  In FDIC-assisted acquisitions that include loss share agreements, we may record a loss share receivable that we consider adequate to absorb future losses which may occur in the acquired loan portfolio.  In determining the size

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of the loss share receivable, we analyze the loan portfolio based on historical loss experience, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions, and other pertinent information.   

 

If our assumptions are incorrect, our current loss share receivable may be insufficient to cover future loan losses, and increased loss reserves may be needed to respond to different economic conditions or adverse developments in the acquired loan portfolio.  Any increase in future loan losses could have a negative effect on our operating results. 

 

The acquisition of banks, bank branches, and other businesses involve risks. 

 

In the future we may acquire additional banks, branches or other financial institutions, or other businesses.  We cannot assure you that we will be able to adequately or profitably manage any such acquisitions.  The acquisition of banks, bank branches, and other businesses involves risk, including exposure to unknown or contingent liabilities, the uncertainties of asset quality assessment, the difficulty and expense of integrating the operations and personnel of the acquired companies with ours, the potential negative effects on our other operations of the diversion of management’s time and attention, and the possible loss of key employees and customers of the banks, businesses, or branches we acquire.  Our failure to execute our internal growth strategy or our acquisition strategy could adversely affect our business, results of operations, financial condition, and future prospects. 

 

We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations.  

 

We are and will continue to be dependent upon the services of our executive management team.  In addition, we will continue to depend on our ability to retain and recruit key commercial loan officers.  The unexpected loss of services of any key management personnel or the inability to recruit and retain qualified personnel in the future could have an adverse effect on our business and financial condition. 

 

Competition may decrease our growth or profits. 

 

We compete for loans, deposits, and investment dollars with other banks and other financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers, and private lenders, many of which have substantially greater resources than ours.  Credit unions have federal tax exemptions, which they may take advantage of to offer lower rates on loans and higher rates on deposits than taxpaying financial institutions such as commercial banks.  In addition, non-depository institution competitors are generally not subject to the extensive regulation applicable to institutions that offer federally insured deposits.  Other institutions may have other competitive advantages in particular markets or may be willing to accept lower profit margins on certain products.  These differences in resources, regulation, competitive advantages, and business strategy may decrease our net interest margin, may increase our operating costs, and may make it harder for us to compete profitably.  

 

Risks Related to Ownership of Our Common Stock 

 

The market price for our common stock may be highly volatile, which may make it difficult for investors to resell shares of common stock at times they desire or at prices they find attractive. 

 

The overall market and the price of our common stock may continue to be volatile as a result of a variety of factors, many of which are beyond our control.  These factors include, in addition to those described in these Risk Factors:  

 

·

Actual or anticipated quarterly fluctuations in our operating results and financial condition; 

·

Changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institutions; 

·

Speculation in the press or investment community generally or relating to our reputation or the financial services industry; 

·

The size of the public float of our common stock; 

·

Strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions, or financings; 

·

Fluctuations in the stock price and operating results of our competitors; 

·

Future sales of our equity or equity-related securities; 

·

Proposed or adopted regulatory changes or developments; 

·

Anticipated or pending investigations, proceedings, or litigation that involve or affect us; 

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·

Domestic and international economic factors unrelated to our performance; and 

·

General market conditions and, in particular, developments related to market conditions for the financial services industry. 

 

In addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations as a result of general economic instability and recession.  This volatility has had a significant effect on the market price of securities issued by many companies, including volatility resulting from reasons unrelated to their performance.  These broad market fluctuations may adversely affect our stock price, notwithstanding our future operating results.  We expect that the market price of our common stock will continue to fluctuate, and there can be no assurance about the levels of the market prices for our common stock. 

 

There is a limited trading market for our common shares, and you may not be able to resell your shares at or above the price you paid for them. 

 

Although our common shares are listed for trading on the NASDAQ Global Select Market, the trading in our common shares has less liquidity than many other companies quoted on the NASDAQ Global Select Market. A public trading market having the desired characteristics of depth, liquidity, and orderliness depends on the presence in the market of willing buyers and sellers for our common shares at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. We cannot assure you that the volume of trading in our common shares will increase in the future. Additionally, general market forces may have a negative effect on our stock price, independent of factors affecting our stock specifically. 

 

Future sales of our common stock or other securities may dilute the value of our common stock.   

 

In many situations, our board of directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock, including shares authorized and unissued under our stock option plans.  In the future, we may issue additional securities, through public or private offerings, in order to raise additional capital.  Any such issuance would dilute the percentage of ownership interest of existing shareholders and may dilute the per share book value of the common stock or reduce the market price for our common stock.  In addition, option holders may exercise their options at a time when we would otherwise be able to obtain additional equity capital on more favorable terms.  

 

The sale, or availability for sale, of a substantial number of shares of common stock in the public market could adversely affect the price of our common stock and could impair our ability to raise additional capital through the sale of equity securities. On December 5, 2008, we sold to the Treasury Department a warrant to purchase up to 703,753 shares of our common stock at a price of $14.92 per common share.  The warrant expires ten years from the issuance date.  Our warrant and the common shares issued upon the exercise of our warrant may be sold in the public market or in private transactions. 

 

Our ability to pay dividends is limited by law, contract, and banking agency discretion. 

 

No dividends on our common stock have been declared since 2009.  Our Board of Directors has not determined whether to declare dividends on our common stock in the future. 

 

Our ability to pay dividends to our shareholders in the past and over the long term largely depends on our receipt of dividends from Stillwater National and Bank of Kansas.  The amount of dividends that Stillwater National and Bank of Kansas may pay to us is limited by state and federal laws and regulations.   

 

We also may decide to limit the payment of dividends even when we have the legal ability to pay them in order to retain earnings for use in our business. 

 

Our ability to pay dividends to our shareholders is further limited because the Federal Reserve has the power to prohibit payment of dividends by bank holding companies if their actions constitute unsafe or unsound practices.  The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve's view that a bank holding company should pay cash dividends only to the extent that the company's net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the company's capital needs, asset quality, and overall financial condition.

 

18

 


 

Restrictions on unfriendly acquisitions could prevent a takeover. 

 

Our certificate of incorporation and bylaws contain provisions that could discourage takeover attempts that are not approved by our board of directors.  The Oklahoma General Corporation Act includes provisions that make an acquisition of us more difficult.  These provisions may prevent a future takeover attempt in which our shareholders otherwise might receive a substantial premium for their shares over then-current market prices.  These provisions include supermajority provisions for the approval of certain business combinations and certain provisions relating to meetings of shareholders.  Our certificate of incorporation also authorizes the issuance of additional shares without shareholder approval on terms or in circumstances that could deter a future takeover attempt. 

 

 

ITEM 1B.  UNRESOLVED STAFF COMMMENTS

 

NONE.

 

 

19

 


 

ITEM 2.  Properties 

 

The locations of Southwest and its subsidiaries are shown below:

 

 

 

 

 

 

 

Southwest Bancorp, Inc. Location

Corporate Headquarters

 

 

608 S. Main Street

P.O. Box 1988

www.oksb.com

Stillwater, Oklahoma 74076

405-742-1800

 

 

 

Bank of Kansas Locations

Corporate Headquarters

 

 

524 N. Main Street

P.O. Box 1707

www.bankofkansas.com

South Hutchinson, Kansas 67505

620-728-3000

 

 

 

Anthony

203 W. Main Street

P.O. Box 484

Anthony, Kansas 67003

620-842-1000

 

 

 

Harper

1002 Central Street*

P.O. Box 7

Harper, Kansas 67058

620-896-1035

 

 

 

hutchinson

100 East 30th Avenue

P.O. Box 1707

Hutchinson, Kansas 67502

620-728-3000

 

 

 

Overland Park

14435 Metcalf Avenue

Overland Park, Kansas 66223

913-906-4444

 

 

 

Wichita - East

8415 E. 21st Street North

Suite 150*

Wichita, Kansas 67206

316-315-1600

 

 

 

Wichita - West

10111 W. 21st Street North

Wichita, Kansas 67205

316-315-1600  

 

 

 

Stillwater National Bank and Trust Company Locations

 

 

Corporate Headquarters

608 S. Main Street

P.O. Box 1988

www.banksnb.com

Stillwater, Oklahoma 74076

405-372-2230

 

 

 

 

 

 

 

 

Drive-in Facility

308 S. Main Street

P.O. Box 1988

Stillwater, Oklahoma 74076

405-372-2230

 

 

 

Operations Center

1624 Cimarron Plaza*

P.O. Box 1988

Stillwater, Oklahoma 74076

405-372-2230

 

 

 

19th & Sangre Branch

1908 S. Sangre

P.O. Box 1988

Stillwater, Oklahoma 74074

405-372-2230

 

20

 


 

OSU Campus Branch Bank

1102 W. Hall of Fame Avenue*

P.O. Box 1988

Stillwater, Oklahoma 74076

405-372-2230

 

 

 

Waterford Branch

6301 Waterford Boulevard

Suite 101 & 102*

Oklahoma City, Oklahoma 73118

405-427-4000

 

 

 

South OKC Branch

8101 S. Walker Avenue

Suite B

Oklahoma City, Oklahoma 73139

405-427-4000

 

 

 

Edmond Branch

1440 S. Bryant Avenue*

Edmond, Oklahoma 73034

405-427-4000

 

 

 

Chickasha Branch

500 W. Grand Avenue

Chickasha, Oklahoma 73018

405-427-3100

 

 

 

Tulsa Utica Branch

1500 S. Utica Avenue

P.O. Box 521500

Tulsa, Oklahoma 74152

918-523-3600

 

 

 

Tulsa 61st Branch

2431 E. 61st

Suite 170*

P.O. Box 521500

Tulsa, Oklahoma 74152

918-523-3600

 

 

 

SNB McMullen Bank-Tilden Branch

205 Elm Street

P.O. Box 299

Tilden, Texas 78072

361-274-3391

 

 

 

SNB Bank of Dallas - Frisco

5300 Town and Country Boulevard

Suite 100*

Frisco, Texas 75034

972-624-2900

 

 

 

SNB Bank of Dallas-Preston Center

5950 Berkshire Lane

Suite 350*

Dallas, Texas 75225

972-624-2900

 

 

 

SNB Bank of Austin

3900 N. Capital of Texas HWY

Suite 100*

Austin, Texas 78746

512-314-6700

 

 

 

SNB Bank of San Antonio-Medical Hill Branch

9324 Huebner Road

San Antonio, Texas 78240

210-442-6100

 

 

 

OUHSC Loan Production Office

1106 N. Stonewall*

Oklahoma City, Oklahoma 73117

405-271-3113

 

 

 

OSU-Stillwater Marketing Office

Student Union, Room 056*

P.O. Box 1988

Stillwater, Oklahoma 74076

405-744-5962

 

 

 

*Leased from third parties.  Other properties are owned.

 

 

 

21

 


 

ITEM 3.  LEGAL PROCEEDINGS

 

We and our subsidiaries are regularly subject to various claims and legal actions arising in the normal course of business.  While the outcome of these legal matters cannot be predicted with certainty, we do not expect them to have a material adverse effect on our financial condition, results of operations or cash flows.

 

 

ITEM 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

22

 


 

Part II

 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Stock Listing

 

Common shares of Southwest Bancorp, Inc. are traded on NASDAQ Global Select Market under the symbol OKSB.

 

Trust preferred securities of Southwest Capital Trust II are traded on the NASDAQ Global Select Market under the symbol OKSBP.

 

Transfer Agents and Registrars

 

 

 

For Southwest Bancorp, Inc.:

For Southwest Capital Trust II

Computershare Investor Services, LLC

U.S. Bank Trust National Association

2 North LaSalle St.

300 East Delaware Avenue

Chicago, IL 60602

Wilmington, DE 19801

 

Recent Stock Prices, Dividends, and Equity Compensation Plan Information

 

The Board of Directors decides whether or not to pay dividends on common stock, and the amount of any such dividends, each quarter.  In making its decisions on dividends, the Board considers operating results, financial condition, capital adequacy, regulatory requirements, shareholder returns, and other factors.  Our ability to pay dividends depends upon regulatory approval and cash resources, which include dividend payments from our subsidiaries.  For information regarding the ability of Stillwater National and Bank of Kansas to pay dividends to us and the restrictions on bank dividends under federal banking laws, see “Note 15 Capital Requirements & Regulatory Matters” in the Notes to the Consolidated Financial Statements, “Certain Regulatory Matters” on page 46 of this report, and “Risk Factors” on page 13 of this report.

 

As shown on the table below, common shareholders received no cash dividends in 2012 or 2011.

 

In July 2012, we made payments of deferred and arrears interest and dividends on our Series B Preferred Securities issued under the U.S. Treasury Department’s Capital Purchase Program that were deferred since August 1, 2011.  Further, in August 2012, we announced our repurchase of all $70 million of our Series B Preferred Securities.  See further discussion at “Note 13 Shareholders’ Equity” in the Notes to the Consolidated Financial Statements.

 

As of March 1, 2013, there were approximately 400 holders of record of our common stock.  The following table sets forth the common stock dividends declared for each quarter during 2012 and 2011, and the range of high and low closing trade prices for the common stock for those periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Dividend

 

 

 

 

 

 

 

Dividend

 

 

High

 

Low

 

Declared

 

High

 

Low

 

Declared

 

For the Quarter Ending:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31

$

9.50 

 

$

5.95 

 

$

 -

 

$

14.82 

 

$

12.09 

 

$

 -

 

June 30

 

9.81 

 

 

8.02 

 

 

 -

 

 

14.68 

 

 

9.75 

 

 

 -

 

September 30

 

11.45 

 

 

9.07 

 

 

 -

 

 

10.60 

 

 

3.79 

 

 

 -

 

December 31

 

11.47 

 

 

9.57 

 

 

 -

 

 

6.82 

 

 

3.75 

 

 

 -

 

 

23

 


 

Stock Performance

 

The following table compares the cumulative total return on a hypothetical investment of $100 in our common stock at the closing price on December 31, 2007 through December 31, 2012, with the hypothetical cumulative total return on the NASDAQ Stock Market Index (U.S. Companies) and the NASDAQ Bank Index for the comparable period. 

 

 

Picture 1

 

 

 

 

 

 

 

 

 

 

Period ending

Index

12/31/2007

12/31/2008

12/31/2009

12/31/2010

12/31/2011

12/31/2012

Southwest Bancorp, Inc.

100.00 
72.53 
39.32 
70.26 
33.77 
63.46 

NASDAQ Bank Index

100.00 
78.46 
65.67 
74.97 
67.10 
79.64 

NASDAQ Total U.S.

100.00 
60.02 
87.24 
103.08 
102.26 
120.42 

 

            

Equity Compensation Plan Information

 

The following table presents disclosure regarding equity compensation plans in existence at December 31, 2012, consisting of the 1999 stock option plan, which has expired but has outstanding options that may still be exercised, and the 2008 stock based award plan, both of which were approved by the shareholders.

 

 

 

 

 

Plan category

Number of securities to be issued upon exercise of outstanding options warrants and rights

(a)

Weighted average exercise price of outstanding options, warrants and rights

 

(b)

Number of securities available for future issuance under equity compensation plans excluding securities reflected in column (a)

(c)

Plans approved by shareholders

5,000

$16.93

650,600

Total

5,000

$16.93

650,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24

 


 

ITEM 6.  Selected Financial Data 

 

The following table presents our selected consolidated financial data for each of the five years in the period ended December 31, 2012.  The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements, including the accompanying Notes to the Consolidated Financial Statements, presented elsewhere in this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

As Restated (16)

 

As Restated (16)

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share data)

2012

 

2011

 

2010

 

2009

 

2008

 

Operations Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

$

93,171 

 

 

$

120,745 

 

 

$

142,807 

 

 

$

150,399 

 

 

$

162,794 

 

Interest expense

 

16,608 

 

 

 

24,413 

 

 

 

35,476 

 

 

 

51,708 

 

 

 

73,075 

 

Net interest income

 

76,563 

 

 

 

96,332 

 

 

 

107,331 

 

 

 

98,691 

 

 

 

89,719 

 

Provision for loan losses (1)

 

3,107 

 

 

 

132,101 

 

 

 

35,560 

 

 

 

39,176 

 

 

 

18,979 

 

Gain on sales of loans and securities, net (2)

 

3,133 

 

 

 

1,658 

 

 

 

2,736 

 

 

 

5,888 

 

 

 

3,566 

 

Noninterest income (3)

 

12,803 

 

 

 

12,360 

 

 

 

15,828 

 

 

 

16,048 

 

 

 

12,572 

 

Noninterest expense (1) (4)

 

63,322 

 

 

 

90,201 

 

 

 

69,230 

 

 

 

60,858 

 

 

 

62,488 

 

Income (loss) before taxes

 

26,070 

 

 

 

(111,952)

 

 

 

21,105 

 

 

 

20,593 

 

 

 

24,390 

 

Taxes on income

 

9,883 

 

 

 

(43,657)

 

 

 

9,738 

 

 

 

7,611 

 

 

 

9,489 

 

Net income (loss)

$

16,187 

 

 

$

(68,295)

 

 

$

11,367 

 

 

$

12,982 

 

 

$

14,901 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to common shareholders

$

12,446 

 

 

$

(72,548)

 

 

$

7,180 

 

 

$

8,837 

 

 

$

14,658 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock - declared and paid (5)

$

4,405 

 

 

$

1,750 

 

 

$

3,500 

 

 

$

3,500 

 

 

$

243 

 

Preferred stock - in arrears

 

 -

 

 

 

1,772 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

Common stock

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

1,398 

 

 

 

5,519 

 

Ratio of total dividends to net income (loss)

 

13.56 

%

 

 

(5.16)

%

 

 

30.79 

%

 

 

37.73 

%

 

 

38.67 

%

Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings

$

0.64 

 

 

$

(3.73)

 

 

$

0.40 

 

 

$

0.60 

 

 

$

1.01 

 

Diluted earnings

 

0.64 

 

 

 

(3.73)

 

 

 

0.40 

 

 

 

0.60 

 

 

 

1.00 

 

Cash dividends

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

0.10 

 

 

 

0.38 

 

Book value (6)

 

12.60 

 

 

 

11.99 

 

 

 

15.68 

 

 

 

16.46 

 

 

 

16.18 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic, net of unvested restricted stock

 

19,374,098 

 

 

 

19,414,231 

 

 

 

17,848,610 

 

 

 

14,625,847 

 

 

 

14,471,242 

 

Diluted, net of unvested restricted stock

 

19,416,090 

 

 

 

19,433,883 

 

 

 

17,894,011 

 

 

 

14,689,448 

 

 

 

14,641,521 

 

Financial Condition Data (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

$

377,112 

 

 

$

275,352 

 

 

$

262,525 

 

 

$

244,373 

 

 

$

245,380 

 

Noncovered portfolio loans (7)

 

1,321,346 

 

 

 

1,687,178 

 

 

 

2,331,293 

 

 

 

2,539,294 

 

 

 

2,494,506 

 

Loans held for sale (7)

 

31,682 

 

 

 

38,695 

 

 

 

35,194 

 

 

 

43,134 

 

 

 

56,941 

 

Total noncovered loans (7) (8)

 

1,353,028 

 

 

 

1,725,873 

 

 

 

2,366,487 

 

 

 

2,582,428 

 

 

 

2,551,447 

 

Covered portfolio loans (9)

 

25,707 

 

 

 

37,615 

 

 

 

53,628 

 

 

 

85,405 

 

 

 

 -

 

Interest-earning assets

 

2,007,412 

 

 

 

2,248,936 

 

 

 

2,723,658 

 

 

 

2,996,849 

 

 

 

2,798,710 

 

Total assets

 

2,122,255 

 

 

 

2,377,276 

 

 

 

2,814,944 

 

 

 

3,108,291 

 

 

 

2,879,762 

 

Interest-bearing deposits

 

1,285,570 

 

 

 

1,520,397 

 

 

 

1,875,546 

 

 

 

2,267,901 

 

 

 

1,918,181 

 

Total deposits

 

1,709,578 

 

 

 

1,921,382 

 

 

 

2,252,728 

 

 

 

2,592,730 

 

 

 

2,180,122 

 

Other borrowings

 

70,362 

 

 

 

56,479 

 

 

 

94,602 

 

 

 

103,022 

 

 

 

295,138 

 

Subordinated debentures

 

81,963 

 

 

 

81,963 

 

 

 

81,963 

 

 

 

81,963 

 

 

 

81,963 

 

Total shareholders' equity (10)

 

246,056 

 

 

 

301,589 

 

 

 

372,215 

 

 

 

309,778 

 

 

 

302,203 

 

Common shareholders' equity

 

246,056 

 

 

 

233,134 

 

 

 

304,491 

 

 

 

242,741 

 

 

 

235,811 

 

Financial Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

0.72 

%

 

 

(2.54)

%

 

 

0.38 

%

 

 

0.43 

%

 

 

0.54 

%

Return on average total shareholders' equity

 

5.71 

 

 

 

(18.33)

 

 

 

3.16 

 

 

 

4.20 

 

 

 

6.40 

 

Return on average common equity

 

5.14 

 

 

 

(23.83)

 

 

 

2.46 

 

 

 

3.65 

 

 

 

6.44 

 

Net interest margin

 

3.64 

 

 

 

3.74 

 

 

 

3.67 

 

 

 

3.38 

 

 

 

3.36 

 

Efficiency ratio (11)

 

68.46 

 

 

 

81.74 

 

 

 

54.99 

 

 

 

50.45 

 

 

 

59.03 

 

Average assets per employee (12)

$

5,317 

 

 

$

6,185 

 

 

$

6,942 

 

 

$

6,411 

 

 

$

6,206 

 

25

 


 

Selected Financial Data (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

 

 

 

 

As Restated (16)

 

As Restated (16)

 

 

 

 

 

 

 

 

(Dollars in thousands, except per share data)

2012

 

2011

 

2010

 

2009

 

2008

 

Asset Quality

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs (6)

$

1,073 

 

 

$

152,646 

 

 

$

32,744 

 

 

$

16,536 

 

 

$

8,790 

 

Net loan charge-offs to average portfolio loans

 

0.07 

%

 

 

7.01 

%

 

 

1.29 

%

 

 

0.63 

%

 

 

0.37 

%

Noncovered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses (6)

$

46,494 

 

 

$

44,233 

 

 

$

65,229 

 

 

$

62,413 

 

 

$

39,773 

 

Allowance for loan losses to portfolio loans

 

3.52 

%

 

 

2.62 

%

 

 

2.80 

%

 

 

2.46 

%

 

 

1.59 

%

Nonperforming loans (6) (13)

$

38,394 

 

 

$

13,549 

 

 

$

107,083 

 

 

$

106,197 

 

 

$

63,983 

 

Nonperforming loans to portfolio loans

 

2.91 

%

 

 

0.80 

%

 

 

4.59 

%

 

 

4.18 

%

 

 

2.56 

%

Allowance for loan losses to nonperforming loans

 

121.10 

 

 

 

326.47 

 

 

 

60.91 

 

 

 

58.77 

 

 

 

62.16 

 

Nonperforming assets (6) (14)

$

49,709 

 

 

$

33,393 

 

 

$

144,805 

 

 

$

124,629 

 

 

$

70,075 

 

Nonperforming assets to portfolio loans and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other real estate

 

3.73 

%

 

 

1.96 

%

 

 

6.11 

%

 

 

4.87 

%

 

 

2.80 

%

Covered:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses (6)

$

224 

 

 

$

451 

 

 

$

 -

 

 

$

 -

 

 

$

 -

 

Allowance for loan losses to portfolio loans

 

0.87 

%

 

 

1.20 

%

 

 

 -

%

 

 

 -

%

 

 

 -

%

Nonperforming loans (6) (9) (13)

$

3,595 

 

 

$

7,128 

 

 

$

10,806 

 

 

$

13,458 

 

 

$

 -

 

Nonperforming loans to portfolio loans (9)

 

13.98 

%

 

 

18.95 

%

 

 

20.15 

%

 

 

15.76 

%

 

 

 -

%

Nonperforming assets (6) (9) (14)

$

7,238 

 

 

$

11,657 

 

 

$

14,993 

 

 

$

18,206 

 

 

$

 -

 

Nonperforming assets to portfolio loans and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other real estate

 

24.66 

%

 

 

27.66 

%

 

 

25.93 

%

 

 

20.19 

%

 

 

 -

%

Capital Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average shareholders' equity to average assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

12.64 

%

 

 

13.84 

%

 

 

11.99 

%

 

 

10.34 

%

 

 

8.49 

%

Common

 

10.80 

 

 

 

11.31 

 

 

 

9.74 

 

 

 

8.11 

 

 

 

8.30 

 

Tier I capital to risk-weighted assets (6) (15)

 

20.28 

 

 

 

19.51 

 

 

 

17.78 

 

 

 

13.28 

 

 

 

13.01 

 

Total capital to risk-weighted assets (6) (15)

 

21.56 

 

 

 

20.78 

 

 

 

19.06 

 

 

 

14.55 

 

 

 

14.26 

 

Leverage ratio (15)

 

15.01 

 

 

 

14.50 

 

 

 

15.55 

 

 

 

12.42 

 

 

 

13.06 

 

 

(1)  Provision for loan losses includes $74.9 million and noninterest expense includes $23.6 million from the sales of loans and other real estate transactions that occurred in December 2011.

(2)  Gain on sales includes $1.2 million gain due to the redemption of certain VISA USA common shares in 2008. 

(3)  Noninterest income in 2009 includes $3.3 million resulting from the gain on acquisition related to the FDIC-assisted acquisition. 

(4)  Noninterest expense for 2010 includes the $5.6 goodwill impairment on the Kansas segment.

(5)  Preferred stock - declared and paid includes a one-time non-cash equity charge of $1.2 million for 2012 to reflect the accelerated accretion of the remaining discount on the Series B Preferred securities repurchased in August of 2012.  Please see Note 13 Shareholders’ Equity” in the Notes to the Consolidated Financial Statements.

(6)  At period end. 

(7)  Net of unearned discounts but before deduction of allowance for loan losses.

(8)  Total loans include loans held for sale.

(9)  These loans are covered by the FDIC loss share agreements, including the amount of expected reimbursements from the FDIC, and are shown net of unearned discounts.  Please see Note 4 Loans and Allowance for Loan Losses” in the Notes to the Consolidated Financial Statements.

(10)  Reflects the repurchase of preferred securities in 2012, issuance of common stock through an offering in 2010, and issuance of preferred stock in 2008.  Please see “Capital Resources” on page 45 and Note 13 Shareholders’ Equity” in the Notes to the Consolidated Financial Statements.

(11)  The efficiency ratio = noninterest expenses / (net interest income + total noninterest income) as shown on the Consolidated Statements of Operations. 

(12)  Ratio = average assets for year divided by the number of full-time equivalent employees at year-end.

(13)  Nonperforming loans consist of nonaccrual loans, loans contractually past due 90 days or more, and restructured loans not performing in accordance with restructured terms.

(14)  Nonperforming assets consist of nonperforming loans and other real estate.

(15)  2010 reflects the effects of capital raised through the public common stock offering and 2008 reflects the effects of capital raised through the sale of preferred securities.  Please see Note 13 Shareholders’ Equity” and “Note 15 Capital Requirements and Regulatory Matters” in the Notes to the Consolidated Financial Statements.

(16)  We restated our 2010 and 2011 financial statements as a result of an error in the valuation analysis of the goodwill of our Bank of Kansas subsidiary.  The review of the valuation analysis resulted in a non-cash impairment charge of $5.6 million of goodwill at year-end 2010.  This impairment reduced each of our net income, total assets, and shareholders’ equity by $5.6 million in 2010 and reduced the starting value of our total assets and shareholders’ equity by $5.6 million in subsequent periods. See “Note 2 Restatement” for additional information regarding the restatement.

26

 


 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Quarter Ended

(Dollars in thousands, except per share data)

12-31-12

 

09-30-12

 

06-30-12

 

03-31-12

Operations Data

 

 

 

 

 

 

 

 

 

 

 

Interest income

$

21,008 

 

$

22,616 

 

$

24,040 

 

$

25,507 

Interest expense

 

3,723 

 

 

3,934 

 

 

4,293 

 

 

4,658 

Net interest income

 

17,285 

 

 

18,682 

 

 

19,747 

 

 

20,849 

Provision for loan losses

 

3,085 

 

 

(1,726)

 

 

32 

 

 

1,716 

Gain on sales of securities and loans

 

1,712 

 

 

1,106 

 

 

617 

 

 

535 

Noninterest income

 

3,159 

 

 

2,844 

 

 

2,984 

 

 

2,979 

Noninterest expenses

 

17,653 

 

 

14,591 

 

 

16,769 

 

 

14,309 

Income before taxes

 

1,418 

 

 

9,767 

 

 

6,547 

 

 

8,338 

Taxes on income

 

446 

 

 

3,880 

 

 

2,430 

 

 

3,127 

Net income

$

972 

 

$

5,887 

 

$

4,117 

 

$

5,211 

Net income available to common shareholders

$

972 

 

$

4,344 

 

$

3,011 

 

$

4,119 

Per Share Data

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

$

0.05 

 

$

0.22 

 

$

0.15 

 

$

0.21 

Diluted earnings per common share

 

0.05 

 

 

0.22 

 

 

0.15 

 

 

0.21 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

19,397,573 

 

 

19,447,952 

 

 

19,446,086 

 

 

19,444,698 

Diluted

 

19,397,573 

 

 

19,447,952 

 

 

19,446,086 

 

 

19,444,698 

 

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Quarter Ended

(Dollars in thousands, except per share data)

12-31-11

 

09-30-11

 

06-30-11

 

03-31-11

Operations Data

 

 

 

 

 

 

 

 

 

 

 

Interest income

$

27,065 

 

$

29,783 

 

$

31,472 

 

$

32,425 

Interest expense

 

5,164 

 

 

5,758 

 

 

6,487 

 

 

7,004 

Net interest income

 

21,901 

 

 

24,025 

 

 

24,985 

 

 

25,421 

Provision for loan losses

 

78,285 

 

 

24,626 

 

 

20,140 

 

 

9,050 

Gain on sales of securities and loans

 

637 

 

 

426 

 

 

401 

 

 

194 

Noninterest income

 

2,939 

 

 

3,163