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SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

_________________ 

  

FORM 10-Q 

 __________________ 

 

[ x ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended June 30, 2015

 

OR 

 

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from __________ to __________

 

Commission File Number: 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

 

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer, accelerated filer, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

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 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of August 7, 2015, the issuer has  19,033,860  shares of its Common Stock, par value $1.00, outstanding.

 

1

 


 

SOUTHWEST BANCORP, INC. 

INDEX TO FORM 10-Q 

 

 

9

 

PART I. FINANCIAL INFORMATION 

 

 

 

   ITEM 1. FINANCIAL STATEMENTS 

 

 

 

     Consolidated Statements of Financial Condition

4

 

 

     Unaudited Consolidated Statements of Operations

5

 

 

     Unaudited Consolidated Statements of Comprehensive Income

6

 

 

     Unaudited Consolidated Statements of Cash Flows

7

 

 

     Unaudited Consolidated Statements of Shareholders’ Equity

8

 

 

     Notes to Unaudited Consolidated Financial Statements

9

 

 

   ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

29

 

 

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

44

 

 

   ITEM 4. CONTROLS AND PROCEDURES

46

 

 

PART II. OTHER INFORMATION 

47

 

 

  ITEM 1. LEGAL PROCEEDINGS

47

 

 

  ITEM 1A. RISK FACTORS

47

 

 

  ITEM 6. EXHIBITS

47

 

 

SIGNATURES 

48

 

 

 

2

 


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Southwest Bancorp, Inc. (“we”, “our”, “us”, “Southwest”) makes forward-looking statements in this Form 10-Q and documents incorporated by reference into it that are subject to risks and uncertainties.  Forward-looking statements often use words such as “anticipate”, “target”, “outlook”, “forecast”, “will”, “should”, “expect”, “estimate”, “intend”, “plan”, “goal”,
“believe”, or other words with similar meanings.  Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, many of which are beyond our control.  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 our 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; 

·

Expectations regarding our stock repurchase program;

·

Expectations regarding dividends;

·

Expectations regarding acquisitions and divestitures;

·

Expectations regarding integration of acquired operations;

·

Assessments of loan quality, probable loan losses or negative provisions, 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 effective tax rates or the expiration of favorable tax provisions; 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, our 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 our Annual Report on  Form 10-K for the year ended December 31, 2014

 

The cautionary statements in this Form 10-Q and any documents incorporated by reference herein 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 Form 10-Q, 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. 

 

Management’s discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes.   

 

3

 


 

 SOUTHWEST BANCORP, INC. 

Consolidated Statements of Financial Condition 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

2015

 

2014

(Dollars in thousands)

(unaudited)

 

 

Assets:

 

 

 

 

 

Cash and due from banks

$

22,923 

 

$

19,705 

Interest-bearing deposits

 

133,765 

 

 

121,231 

Cash and cash equivalents

 

156,688 

 

 

140,936 

Securities held to maturity (fair values of $11,818 and $12,880, respectively)

 

11,364 

 

 

12,362 

Securities available for sale (amortized cost of $360,609 and $352,275, respectively)

 

361,896 

 

 

353,231 

Loans held for sale

 

6,687 

 

 

1,485 

Loans receivable

 

1,442,743 

 

 

1,398,506 

Less:  Allowance for loan losses

 

(26,219)

 

 

(28,452)

Net loans receivable

 

1,416,524 

 

 

1,370,054 

Accrued interest receivable

 

4,281 

 

 

4,723 

Non-hedge derivative asset

 

701 

 

 

787 

Premises and equipment, net

 

18,251 

 

 

18,588 

Other real estate

 

2,393 

 

 

3,097 

Goodwill

 

1,214 

 

 

1,214 

Other intangible assets, net

 

3,923 

 

 

3,927 

Bank owned life insurance

 

20,110 

 

 

 -

Other assets

 

27,549 

 

 

31,630 

Total assets

$

2,031,581 

 

$

1,942,034 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest-bearing demand

$

515,156 

 

$

496,128 

Interest-bearing demand

 

131,547 

 

 

122,342 

Money market accounts

 

496,178 

 

 

461,679 

Savings accounts

 

35,647 

 

 

32,795 

Time deposits of $100,000 or more

 

233,105 

 

 

198,952 

Other time deposits

 

212,813 

 

 

222,103 

Total deposits

 

1,624,446 

 

 

1,533,999 

Accrued interest payable

 

774 

 

 

769 

Non-hedge derivative liability

 

701 

 

 

787 

Other liabilities

 

9,747 

 

 

9,920 

Other borrowings

 

75,839 

 

 

79,380 

Subordinated debentures

 

46,393 

 

 

46,393 

Total liabilities

 

1,757,900 

 

 

1,671,248 

Shareholders' equity:

 

 

 

 

 

Common stock - $1 par value; 40,000,000 shares authorized;

 

 

 

 

 

19,900,855 and 19,810,877 shares issued, respectively

 

19,901 

 

 

19,811 

Additional paid in capital

 

101,518 

 

 

101,245 

Retained earnings

 

166,837 

 

 

160,427 

Accumulated other comprehensive loss

 

(233)

 

 

(395)

Treasury stock, at cost; 867,310 and 617,818 shares, respectively

 

(14,342)

 

 

(10,302)

Total shareholders' equity

 

273,681 

 

 

270,786 

Total liabilities & shareholders' equity

$

2,031,581 

 

$

1,942,034 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 


 

SOUTHWEST BANCORP, INC. 

Unaudited Consolidated Statements of Operations 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

 

 

ended June 30,

 

ended June 30,

(Dollars in thousands, except earnings per share data)

 

2015

 

2014

 

2015

 

2014

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

15,839 

 

$

16,343 

 

$

31,409 

 

$

32,118 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government and agency obligations

 

 

381 

 

 

337 

 

 

717 

 

 

764 

Mortgage-backed securities

 

 

660 

 

 

937 

 

 

1,378 

 

 

1,826 

State and political subdivisions

 

 

287 

 

 

294 

 

 

576 

 

 

590 

Other securities

 

 

 -

 

 

60 

 

 

 

 

98 

Other interest-earning assets

 

 

288 

 

 

314 

 

 

593 

 

 

689 

Total interest income

 

 

17,455 

 

 

18,285 

 

 

34,679 

 

 

36,085 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand

 

 

30 

 

 

40 

 

 

63 

 

 

80 

Money market accounts

 

 

183 

 

 

136 

 

 

365 

 

 

282 

Savings accounts

 

 

 

 

11 

 

 

17 

 

 

22 

Time deposits of $100,000 or more

 

 

170 

 

 

338 

 

 

408 

 

 

787 

Other time deposits

 

 

470 

 

 

406 

 

 

844 

 

 

785 

Other borrowings

 

 

241 

 

 

223 

 

 

468 

 

 

448 

Subordinated debentures

 

 

561 

 

 

557 

 

 

1,113 

 

 

1,106 

Total interest expense

 

 

1,664 

 

 

1,711 

 

 

3,278 

 

 

3,510 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

15,791 

 

 

16,574 

 

 

31,401 

 

 

32,575 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision (credit) for loan losses

 

 

(1,136)

 

 

(355)

 

 

(3,023)

 

 

(1,341)

Net interest income after provision (credit)  for loan losses

 

 

16,927 

 

 

16,929 

 

 

34,424 

 

 

33,916 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fees

 

 

2,450 

 

 

2,608 

 

 

4,878 

 

 

5,204 

Gain on sale of bank branches, net

 

 

 -

 

 

4,378 

 

 

 -

 

 

4,378 

Gain on sales of  mortgage loans, net

 

 

621 

 

 

463 

 

 

969 

 

 

687 

Gain on sales/calls of investment securities, net

 

 

138 

 

 

629 

 

 

143 

 

 

764 

Other noninterest income

 

 

200 

 

 

168 

 

 

259 

 

 

238 

Total noninterest income

 

 

3,409 

 

 

8,246 

 

 

6,249 

 

 

11,271 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

8,289 

 

 

8,472 

 

 

16,203 

 

 

16,598 

Occupancy

 

 

2,201 

 

 

2,253 

 

 

4,485 

 

 

4,537 

Data processing

 

 

410 

 

 

530 

 

 

856 

 

 

1,015 

FDIC and other insurance

 

 

316 

 

 

314 

 

 

628 

 

 

711 

Other real estate, net

 

 

112 

 

 

511 

 

 

133 

 

 

579 

General and administrative

 

 

2,654 

 

 

3,252 

 

 

4,759 

 

 

5,999 

Total noninterest expense

 

 

13,982 

 

 

15,332 

 

 

27,064 

 

 

29,439 

Income before taxes

 

 

6,354 

 

 

9,843 

 

 

13,609 

 

 

15,748 

Taxes on income

 

 

2,193 

 

 

3,691 

 

 

4,913 

 

 

5,905 

Net income

 

$

4,161 

 

$

6,152 

 

$

8,696 

 

$

9,843 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.22 

 

$

0.31 

 

$

0.46 

 

$

0.50 

Diluted earnings per common share

 

 

0.22 

 

 

0.31 

 

 

0.46 

 

 

0.50 

Common dividends declared per share

 

 

0.06 

 

 

0.04 

 

 

0.12 

 

 

0.08 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


 

SOUTHWEST BANCORP, INC. 

Unaudited Consolidated Statements of Comprehensive Income 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

 

ended June 30,

 

ended June 30,

(Dollars in thousands)

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

4,161 

 

$

6,152 

 

$

8,696 

 

$

9,843 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gain (loss) on available for sale securities

 

(1,375)

 

 

2,761 

 

 

474 

 

 

5,290 

Reclassification adjustment for net gains arising during the period

 

(138)

 

 

(629)

 

 

(143)

 

 

(764)

Change in fair value of derivative used for cash flow hedge

 

(10)

 

 

(32)

 

 

(84)

 

 

70 

Other comprehensive income (loss), before tax

 

(1,523)

 

 

2,100 

 

 

247 

 

 

4,596 

Tax benefit (expense) related to items of other comprehensive

 

 

 

 

 

 

 

 

 

 

 

income

 

617 

 

 

(812)

 

 

(85)

 

 

(1,778)

Other comprehensive income (loss), net of tax

 

(906)

 

 

1,288 

 

 

162 

 

 

2,818 

Comprehensive income

$

3,255 

 

$

7,440 

 

$

8,858 

 

$

12,661 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 


 

SOUTHWEST BANCORP, INC. 

Unaudited Consolidated Statements of Cash Flows 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months

 

ended June 30,

(Dollars in thousands)

2015

 

2014

Operating activities:

 

 

 

 

 

Net income

$

8,696 

 

$

9,843 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision (credit) for loan losses

 

(3,023)

 

 

(1,341)

Adjustment to other real estate

 

63 

 

 

320 

Deferred tax expense

 

1,286 

 

 

5,609 

Asset depreciation

 

1,172 

 

 

1,301 

Securities premium amortization, net of discount accretion

 

1,394 

 

 

1,341 

Amortization of intangibles

 

480 

 

 

393 

Restricted stock amortization expense

 

656 

 

 

430 

Net gain on sales/calls of investment securities

 

(143)

 

 

(764)

Net gain on sales of mortgage loans

 

(969)

 

 

(687)

Net (gain) loss on sales of premises/equipment

 

(13)

 

 

37 

Net (gain) loss on sales of other real estate

 

(59)

 

 

18 

Net gain from sale of bank branches

 

 -

 

 

(4,378)

Proceeds from sales of held for sale loans

 

44,913 

 

 

35,711 

Held for sale loans originated for resale

 

(49,214)

 

 

(38,709)

Net changes in assets and liabilities:

 

 

 

 

 

Accrued interest receivable

 

442 

 

 

398 

Other assets

 

1,806 

 

 

(1,687)

Accrued interest payable

 

 

 

(73)

Other liabilities

 

(241)

 

 

1,080 

Net cash provided by operating activities

 

7,251 

 

 

8,842 

Investing activities:

 

 

 

 

 

Proceeds from principal repayments, calls and maturities:

 

 

 

 

 

Held to maturity securities

 

940 

 

 

1,000 

Available for sale securities

 

50,586 

 

 

45,343 

Redemptions of other investments

 

 -

 

 

885 

Purchases of available for sale securities

 

(60,255)

 

 

(34,833)

Purchases of bank owned life insurance

 

(20,110)

 

 

 -

Loans originated, net of principal repayments

 

(43,689)

 

 

(109,347)

Cash outflows from sale of bank branches, net

 

 -

 

 

(94,806)

Purchases of premises and equipment

 

(888)

 

 

(1,034)

Proceeds from sales of premises and equipment

 

66 

 

 

39 

Proceeds from sales of other real estate

 

900 

 

 

251 

Net cash used in investing activities

 

(72,450)

 

 

(192,502)

Financing activities:

 

 

 

 

 

Net increase in deposits

 

90,447 

 

 

10,344 

Net increase (decrease) in other borrowings

 

(3,541)

 

 

10,128 

Net proceeds from issuance of common stock

 

363 

 

 

75 

Purchases of treasury stock

 

(4,040)

 

 

 -

Common stock dividends paid

 

(2,277)

 

 

(1,571)

Preferred stock dividends paid

 

(1)

 

 

(1)

Net cash provided by financing activities

 

80,951 

 

 

18,975 

Net increase (decrease) in cash and cash equivalents

 

15,752 

 

 

(164,685)

Cash and cash equivalents:

 

 

 

 

 

Beginning of period

 

140,936 

 

 

279,839 

End of period

$

156,688 

 

$

115,154 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

7

 


 

SOUTHWEST BANCORP, INC. 

Unaudited Consolidated Statements of Shareholders’ Equity 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Total

 

Common Stock

 

Paid in

 

Retained

 

Comprehensive

 

 

Treasury

 

Shareholders'

(Dollars in thousands)

Shares

 

Amount

 

Capital

 

Earnings

 

Gain/(Loss)

 

 

Stock

 

Equity

Balance, December 31, 2013

19,732,926 

 

$

19,733 

 

$

99,937 

 

$

142,528 

 

$

(3,011)

 

$

 -

 

$

259,187 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

 -

 

 

 -

 

 

 -

 

 

(1)

 

 

 -

 

 

 -

 

 

(1)

Common, $0.08 per share,

 -

 

 

 -

 

 

 -

 

 

(1,581)

 

 

 -

 

 

 -

 

 

(1,581)

Common stock issued

59,343 

 

 

59 

 

 

1,010 

 

 

 -

 

 

 -

 

 

 -

 

 

1,069 

Net common stock issued under

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

employee plans and related tax expense

854 

 

 

 

 

15 

 

 

 -

 

 

 -

 

 

 -

 

 

16 

Other comprehensive income, net of tax

 -

 

 

 -

 

 

 -

 

 

 -

 

 

2,818 

 

 

 -

 

 

2,818 

Net income

 -

 

 

 -

 

 

 -

 

 

9,843 

 

 

 -

 

 

 -

 

 

9,843 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2014

19,793,123 

 

$

19,793 

 

$

100,962 

 

$

150,789 

 

$

(193)

 

$

 -

 

$

271,351 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

19,193,059 

 

$

19,811 

 

$

101,245 

 

$

160,427 

 

$

(395)

 

$

(10,302)

 

$

270,786 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

 -

 

 

 -

 

 

 -

 

 

(1)

 

 

 -

 

 

 -

 

 

(1)

Common, $0.12 per share,

 -

 

 

 -

 

 

 -

 

 

(2,285)

 

 

 -

 

 

 -

 

 

(2,285)

Common stock issued

88,937 

 

 

89 

 

 

256 

 

 

 -

 

 

 -

 

 

 -

 

 

345 

Net common stock issued under

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

employee plans and related tax expense

1,041 

 

 

 

 

17 

 

 

 -

 

 

 -

 

 

 -

 

 

18 

Other comprehensive income, net of tax

 -

 

 

 -

 

 

 -

 

 

 -

 

 

162 

 

 

 -

 

 

162 

Treasury shares purchased

(249,492)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(4,040)

 

 

(4,040)

Net income

 -

 

 

 -

 

 

 -

 

 

8,696 

 

 

 -

 

 

 -

 

 

8,696 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2015

19,033,545 

 

$

19,901 

 

$

101,518 

 

$

166,837 

 

$

(233)

 

$

(14,342)

 

$

273,681 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8

 


 

SOUTHWEST BANCORP, INC. 

Notes to Unaudited Consolidated Financial Statements 

 

NOTE 1:  SIGNIFICANT ACCOUNTING AND REPORTING POLICIES 

 

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations, shareholders’ equity, cash flows, and comprehensive income in conformity with accounting principles generally accepted in the United States.  However, the unaudited consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation.  Those adjustments consist of normal recurring adjustments.  The results of operations for the three and six months ended June 30, 2015, and the cash flows for the six months ended June 30, 2015, should not be considered indicative of the results to be expected for the full year.  These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Southwest Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2014.  

 

The accompanying unaudited consolidated financial statements include the accounts of Southwest Bancorp, Inc. (“we”, “our”, “us”, “Southwest”), Bank SNB, an Oklahoma state banking corporation (“Bank SNB”), our banking subsidiary,  SNB Capital Corporation, a lending and loan workout subsidiary, and the consolidated subsidiaries of Bank SNB, including SNB Real Estate Holdings, Inc.  All significant intercompany transactions and balances have been eliminated in consolidation.     

 

In accordance with Accounting Standards Codification (“ASC”) 855, Subsequent Events,  we have evaluated subsequent events for potential recognition and disclosure through the date the consolidated financial statements included in this Quarterly Report on Form 10-Q were issued. 

 

 

NOTE 2:  INVESTMENT SECURITIES

 

A summary of the amortized cost and fair values of investment securities at June 30, 2015 and December 31, 2014 follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortized

 

Gross Unrealized

 

Fair

(Dollars in thousands)

Cost

 

Gains

 

Losses

 

Value

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

11,364 

 

$

460 

 

$

(6)

 

$

11,818 

Total

$

11,364 

 

$

460 

 

$

(6)

 

$

11,818 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

$

83,508 

 

$

474 

 

$

(269)

 

$

83,713 

Obligations of state and political subdivisions

 

32,546 

 

 

524 

 

 

(123)

 

 

32,947 

Residential mortgage-backed securities

 

202,438 

 

 

1,350 

 

 

(809)

 

 

202,979 

Asset-backed securities

 

9,624 

 

 

10 

 

 

(21)

 

 

9,613 

Other securities

 

32,493 

 

 

258 

 

 

(107)

 

 

32,644 

Total

$

360,609 

 

$

2,616 

 

$

(1,329)

 

$

361,896 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

$

12,362 

 

$

528 

 

$

(10)

 

$

12,880 

Total

$

12,362 

 

$

528 

 

$

(10)

 

$

12,880 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

$

99,959 

 

$

359 

 

$

(772)

 

$

99,546 

Obligations of state and political subdivisions

 

32,760 

 

 

519 

 

 

(140)

 

 

33,139 

Residential mortgage-backed securities

 

177,391 

 

 

1,686 

 

 

(850)

 

 

178,227 

Asset-backed securities

 

9,608 

 

 

 -

 

 

(60)

 

 

9,548 

Other securities

 

32,557 

 

 

240 

 

 

(26)

 

 

32,771 

Total

$

352,275 

 

$

2,804 

 

$

(1,848)

 

$

353,231 

 

9

 


 

Residential mortgage-backed securities consist of agency securities underwritten and guaranteed by Government National Mortgage Association, Federal Home Loan Mortgage Corporation, and Federal National Mortgage Association. Other securities consist of corporate stock.

 

Securities with limited marketability, such as Federal Reserve Bank stock, Federal Home Loan Bank (“FHLB”) stock, and certain other investments, are carried at cost and included in other assets on the consolidated statements of financial condition.  Total investments carried at cost were $7.9 million at June 30, 2015 and December 31, 2014.  There are no identified events or changes in circumstances that may have a significant adverse effect on the investments carried at cost.  

 

A comparison of the amortized cost and approximate fair value of our investment securities by maturity date at June 30, 2015 follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale

 

Held to Maturity

 

Amortized

 

Fair

 

Amortized

 

Fair

(Dollars in thousands)

Cost

 

Value

 

Cost

 

Value

One year or less

$

14,014 

 

$

14,114 

 

$

 -

 

$

 -

More than one year through five years

 

229,893 

 

 

230,710 

 

 

8,017 

 

 

8,189 

More than five years through ten years

 

75,395 

 

 

75,457 

 

 

3,347 

 

 

3,629 

More than ten years

 

41,307 

 

 

41,615 

 

 

 -

 

 

 -

Total

$

360,609 

 

$

361,896 

 

$

11,364 

 

$

11,818 

 

The foregoing analysis assumes that our residential mortgage-backed securities mature during the period in which they are estimated to prepay.  No other prepayment or repricing assumptions have been applied to our investment securities for this analysis. 

 

Gain or loss on sale of investments is based upon the specific identification method.  There was a $0.1 million gain on sales of securities for the six months ended June 30, 2015 which resulted from residual payments related to the sale of a private equity investment during the fourth quarter of 2014. There was a $0.8 million gain on sales of securities for the six months ended June 30, 2014, which was the result of the sale of a stock investment that was acquired in a prior year repossession.

 

The following table shows securities with gross unrealized losses and their fair values by the length of time that the individual securities had been in a continuous unrealized loss position at June 30, 2015 and December 31, 2014.  Securities whose market values exceed cost are excluded from this table.     

10

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuous Unrealized

 

 

 

 

 

 

Amortized cost of

 

Loss Existing for:

 

Fair value of

 

Number of

 

securities with

 

Less Than

 

More Than

 

securities with

(Dollars in thousands)

Securities

 

unrealized losses

 

12 Months

 

12 Months

 

unrealized losses

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

 

$

1,698 

 

$

(6)

 

$

 -

 

$

1,692 

 

 

$

1,698 

 

$

(6)

 

$

 -

 

$

1,692 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

 

$

32,900 

 

$

(47)

 

$

(221)

 

$

32,632 

Obligations of state and political subdivisions

 

 

9,102 

 

 

(43)

 

 

(81)

 

 

8,978 

Residential mortgage-backed securities

46 

 

 

105,680 

 

 

(326)

 

 

(483)

 

 

104,871 

Asset-backed securities

 

 

5,671 

 

 

(21)

 

 

 -

 

 

5,650 

Other securities

 

 

6,978 

 

 

(37)

 

 

(70)

 

 

6,871 

Total

66 

 

$

160,331 

 

$

(474)

 

$

(855)

 

$

159,002 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Held to Maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of state and political subdivisions

 

$

1,718 

 

$

(10)

 

$

 -

 

$

1,708 

 

 

$

1,718 

 

$

(10)

 

$

 -

 

$

1,708 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

13 

 

$

60,578 

 

$

(37)

 

$

(735)

 

$

59,806 

Obligations of state and political subdivisions

 

 

10,076 

 

 

 -

 

 

(140)

 

 

9,936 

Residential mortgage-backed securities

40 

 

 

65,223 

 

 

(110)

 

 

(740)

 

 

64,373 

Asset-backed securities

 

 

9,608 

 

 

(19)

 

 

(41)

 

 

9,548 

Other securities

 

 

9,571 

 

 

(3)

 

 

(23)

 

 

9,545 

Total

66 

 

$

155,056 

 

$

(169)

 

$

(1,679)

 

$

153,208 

 

 

We evaluate all securities on an individual basis for other-than-temporary impairment on at least a quarterly basis.  Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for an anticipated recovery in fair value. 

 

We have the ability and intent to hold the securities classified as held to maturity until they mature, at which time we expect to receive full value for the securities.  Furthermore, as of June 30, 2015, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is not likely that we will have to sell any such securities before a recovery of cost.  The declines in fair value were attributable to recent increases in market interest rates over the yields available at the time the underlying securities were purchased or increases in spreads over market interest rates.  Management does not believe any of the securities are impaired due to credit quality.  Accordingly, as of June 30, 2015, management believes the impairment of these investments is not deemed to be other-than-temporary. 

 

As required by law, available for sale investment securities are pledged to secure public and trust deposits, sweep agreements, and borrowings from the FHLB.  Securities with an amortized cost of $212.3 million and $218.5 million were pledged to meet such requirements at June 30, 2015 and December 31, 2014, respectively.  Any amount over-pledged can be released at any time.

 

 

11

 


 

NOTE 3: LOANS AND ALLOWANCE FOR LOAN LOSSES 

 

We extend commercial and consumer credit primarily to customers in the states of Oklahoma, Texas, and Kansas.  Our commercial lending operations are concentrated in Oklahoma City, Tulsa, Dallas, Wichita, and other metropolitan markets in Oklahoma, Texas,  and Kansas.  As a result, the collectability of our loan portfolio can be affected by changes in the economic conditions in those states and marketsPlease see Note 9: Operating Segments for more detail regarding loans by market.  At June 30, 2015 and December 31, 2014, substantially all of our loans were collateralized with real estate, inventory, accounts receivable, and/or other assets or were guaranteed by agencies of the United States government. 

 

Our loan classifications were as follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

At June 30, 2015

 

At December 31, 2014

Real estate mortgage:

 

 

 

 

 

Commercial

$

759,406 

 

$

752,971 

One-to-four family residential

 

85,338 

 

 

77,531 

Real estate construction:

 

 

 

 

 

Commercial

 

186,140 

 

 

186,659 

One-to-four family residential

 

13,107 

 

 

10,464 

Commercial

 

384,788 

 

 

350,410 

Installment and consumer:

 

 

 

 

 

Guaranteed student loans

 

 -

 

 

37 

Other

 

20,651 

 

 

21,919 

 

 

1,449,430 

 

 

1,399,991 

Less: Allowance for loan losses

 

(26,219)

 

 

(28,452)

Total loans, net

 

1,423,211 

 

 

1,371,539 

Less: Loans held for sale (included above)

 

(6,687)

 

 

(1,485)

Net loans receivable

$

1,416,524 

 

$

1,370,054 

 

Concentrations of Credit.  At June 30, 2015, $485.7 million, or 34%, and  $422.3 million, or 29%, of our loans consisted of loans to individuals and businesses in the real estate and healthcare industries, respectivelyWe do not have any other concentrations of loans to individuals or businesses involved in a single industry totaling 10% or more of total loans. 

 

Loans Held for SaleWe had loans which were held for sale of $6.7 million and $1.5 million at June 30, 2015 and December 31, 2014, respectively.  The loans currently classified as held for sale, primarily residential mortgage loans, are carried at the lower of cost or market value.  A substantial portion of our one-to-four family residential loans and loan servicing rights are sold to one buyer.  These mortgage loans are generally sold within a one-month period from loan closing at amounts determined by the investor commitment based upon the pricing of the loan.  These loans are available for sale in the secondary market.  

 

Loan ServicingWe earn fees for servicing real estate mortgages and other loans owned by others.  The fees are generally calculated on the outstanding principal balance of the loans serviced and are recorded as noninterest income when earned.  The unpaid principal balance of real estate mortgage loans serviced for others totaled $416.0 million and $410.3 million at June 30, 2015 and December 31, 2014, respectively.  Loan servicing rights are capitalized based on estimated fair value at the point of origination.  The servicing rights are amortized over the period of estimated net servicing income.   

 

Acquired Loans.  On June 19, 2009, Bank SNB entered into purchase and assumption agreements with the Federal Deposit Insurance Corporation (“FDIC”) to acquire substantially all loans as well as certain other related assets of First National Bank of Anthony, Anthony, Kansas in an FDIC-assisted transaction.  Bank SNB and the FDIC entered into loss sharing agreements that provided Bank SNB with significant protection against credit losses from loans and related assets acquired in the transaction (also known as acquired, covered, or discounted loans).  Under these agreements, for a period of ten years for 1-4 family real estate loans and for a period of five years for other loans, the FDIC was required to reimburse Bank SNB for 80% of net losses up to $35.0 million on covered assets, primarily acquired loans and other real estate, and for 95% of any net losses above $35.0 million.  Bank SNB services the covered assets.  On April 10, 2015, Bank SNB entered into an agreement with the FDIC to terminate these loss sharing agreements with the FDIC.  All future recoveries, charge-offs, and expenses related to these covered assets are now recognized entirely by Bank SNB.

 

Due to the immateriality of the remaining balance of loans that were covered under the loss sharing agreements with the FDIC, covered and noncovered loans have been combined for reporting purposes. Prior period numbers have also been adjusted to reflect this change. This adjustment has no financial statement impact.

12

 


 

 

Loans that were covered under the loss sharing agreements with the FDIC are reported in loans.  The acquired loans were initially recorded at fair value (as determined by the present value of expected future cash flows) with no allowance for loan losses.  Subsequent decreases in expected cash flows are recognized as impairments.  Valuation allowances on these loans reflect only losses incurred after the acquisition.   

 

Changes in the carrying amounts and accretable yields for loans that were acquired under the loss sharing agreements with the FDIC were as follows for the three and six months ended June 30, 2015 and June 30, 2014. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

2015

 

 

2014

 

 

 

 

Carrying

 

 

 

 

Carrying

 

Accretable

 

amount

 

Accretable

 

amount

(Dollars in thousands)

Yield

 

of loans

 

Yield

 

of loans

Balance at beginning of period

$

419 

 

$

4,310 

 

$

1,503 

 

$

15,053 

Payments received

 

 -

 

 

(208)

 

 

 -

 

 

(6,766)

Net charge-offs

 

 -

 

 

 -

 

 

(5)

 

 

(367)

Net reclassifications to / from nonaccretable amount

 

240 

 

 

 -

 

 

 -

 

 

 -

Accretion

 

(198)

 

 

442 

 

 

(638)

 

 

 -

Balance at end of period

$

461 

 

$

4,544 

 

$

860 

 

$

7,920 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

2015

 

2014

 

 

 

 

Carrying

 

 

 

 

Carrying

 

Accretable

 

amount

 

Accretable

 

amount

(Dollars in thousands)

Yield

 

of loans

 

Yield

 

of loans

Balance at beginning of period

$

540 

 

$

4,971 

 

$

1,597 

 

$

16,427 

Payments received

 

 -

 

 

(869)

 

 

 -

 

 

(8,099)

Net charge-offs

 

 -

 

 

 -

 

 

(9)

 

 

(408)

Net reclassifications to / from nonaccretable amount

 

240 

 

 

 -

 

 

 -

 

 

 -

Accretion

 

(319)

 

 

442 

 

 

(728)

 

 

 -

Balance at end of period

$

461 

 

$

4,544 

 

$

860 

 

$

7,920 

 

 

Nonperforming / Past Due LoansWe identify past due loans based on contractual terms on a loan-by-loan basis and generally place loans, except for consumer loans, on nonaccrual when any portion of the principal or interest is ninety  days past due and collateral is insufficient to discharge the debt in full.  Interest accrual may also be discontinued earlier if, in management’s opinion, collection is unlikely.  Generally, past due consumer installment loans are not placed on nonaccrual but are charged-off when they are four months past due.  Accrued interest is written off when a loan is placed on nonaccrual status.  Subsequent interest income is recorded when cash receipts are received from the borrower and collectability of the principal amount is reasonably assured.   

 

Under generally accepted accounting principles and instructions to reports of condition and income of banking regulators, a nonaccrual loan may be returned to accrual status:  (i) when none of its principal and interest is due and unpaid, repayment is expected, and there has been a sustained period (at least six months) of repayment performance; (ii) when the loan is well-secured, there is a sustained period of performance and repayment within a reasonable period is reasonably assured; or (iii) when the loan otherwise becomes well-secured and in the process of collection. Loans that have been restructured because of weakened financial positions of the borrowers also may be returned to accrual status if repayment is reasonably assured under the revised terms and there has been a sustained period of repayment performance. 

 

Management strives to carefully monitor credit quality and to identify loans that may become nonperforming.  At any time, however, there are loans included in the portfolio that will result in losses to us that have not been identified as nonperforming or potential problem loans.  Because the loan portfolio contains a significant number of commercial (including energy banking credits) and commercial real estate loans with relatively large balances, the unexpected deterioration of one or a few such loans may cause a significant increase in nonperforming assets and may lead to a material increase in charge-offs and the provision for loan losses in future periods. 

 

The following table shows the recorded investment in loans on nonaccrual status. 

 

 

 

 

 

 

 

13

 


 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

At June 30, 2015

 

At December 31, 2014

Real estate mortgage:

 

 

 

 

 

Commercial

$

2,141 

 

$

2,195 

One-to-four family residential

 

1,216 

 

 

1,100 

Real estate construction:

 

 

 

 

 

Commercial

 

416 

 

 

73 

Commercial

 

5,114 

 

 

5,907 

Other consumer

 

 -

 

 

Total nonaccrual loans

$

8,887 

 

$

9,276 

 

During the first six months of 2015,  an immaterial amount of interest income was received on nonaccruing loans.  If interest on all nonaccrual loans had been accrued for the six months ended June 30, 2015, additional interest income of $0.3 million would have been recorded.

 

The following table shows an age analysis of past due loans at June 30, 2015 and December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90 days and

 

 

 

 

 

 

 

 

 

 

Recorded loans

 

30-89 days

 

greater

 

Total past

 

 

 

 

Total

 

> 90 days and

(Dollars in thousands)

past due

 

past due

 

due

 

Current

 

loans

 

accruing

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

567 

 

$

2,141 

 

$

2,708 

 

$

756,698 

 

$

759,406 

 

$

 -

One-to-four family residential

 

121 

 

 

1,216 

 

 

1,337 

 

 

84,001 

 

 

85,338 

 

 

 -

Real estate construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 -

 

 

416 

 

 

416 

 

 

185,724 

 

 

186,140 

 

 

 -

One-to-four family residential

 

 -

 

 

 -

 

 

 -

 

 

13,107 

 

 

13,107 

 

 

 -

Commercial

 

241 

 

 

5,114 

 

 

5,355 

 

 

379,433 

 

 

384,788 

 

 

 -

Other

 

88 

 

 

 -

 

 

88 

 

 

20,563 

 

 

20,651 

 

 

 -

Total

$

1,017 

 

$

8,887 

 

$

9,904 

 

$

1,439,526 

 

 

1,449,430 

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

4,053 

 

$

2,195 

 

$

6,248 

 

$

746,723 

 

$

752,971 

 

$

 -

One-to-four family residential

 

122 

 

 

1,100 

 

 

1,222 

 

 

76,309 

 

 

77,531 

 

 

 -

Real estate construction:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

2,177 

 

 

73 

 

 

2,250 

 

 

184,409 

 

 

186,659 

 

 

 -

One-to-four family residential

 

 -

 

 

 -

 

 

 -

 

 

10,464 

 

 

10,464 

 

 

 -

Commercial

 

1,159 

 

 

6,044 

 

 

7,203 

 

 

343,207 

 

 

350,410 

 

 

137 

Other

 

162 

 

 

 

 

163 

 

 

21,793 

 

 

21,956 

 

 

 -

Total

$

7,673 

 

$

9,413 

 

$

17,086 

 

$

1,382,905 

 

 

1,399,991 

 

$

137 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired Loans.  A loan is considered to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Each loan deemed to be impaired (loans on nonaccrual status and greater than $100,000,  and all troubled debt restructurings) is evaluated on an individual basis using the discounted present value of expected cash flows based on the loan’s initial effective interest rate, the fair value of collateral, or the market value of the loan.  Smaller balance and homogeneous loans, including mortgage and consumer loans, are collectively evaluated for impairment.     

 

Interest payments on impaired loans are applied to principal until collectability of the principal amount is reasonably assured, and, at that time, interest is recognized on a cash basis.  Impaired loans, or portions thereof, are charged-off when deemed uncollectible. 

 

14

 


 

Impaired loans are shown in the following table: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With No Specific Allowance

 

With A Specific Allowance

 

 

 

 

Unpaid

 

 

 

 

Unpaid

 

 

 

 

Recorded

 

Principal

 

Recorded

 

Principal

 

Related

(Dollars in thousands)

Investment

 

Balance

 

Investment

 

Balance

 

Allowance

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

10,684 

 

$

12,940 

 

$

11,317 

 

$

11,317 

 

$

1,875 

One-to-four family residential

 

1,229 

 

 

1,792 

 

 

 -

 

 

 -

 

 

 -

Real estate construction

 

416 

 

 

416 

 

 

 -

 

 

 -

 

 

 -

Commercial

 

2,146 

 

 

2,571 

 

 

3,739 

 

 

9,852 

 

 

1,660 

Other

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total

$

14,475 

 

$

17,719 

 

$

15,056 

 

$

21,169 

 

$

3,535 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

12,382 

 

$

14,752 

 

$

11,497 

 

$

11,556 

 

$

2,047 

One-to-four family residential

 

1,115 

 

 

1,833 

 

 

 -

 

 

 -

 

 

 -

Real estate construction

 

73 

 

 

104 

 

 

 -

 

 

 -

 

 

 -

Commercial

 

2,624 

 

 

2,887 

 

 

4,315 

 

 

10,673 

 

 

1,822 

Other

 

 

 

 

 

 -

 

 

 -

 

 

 -

Total

$

16,195 

 

$

19,578 

 

$

15,812 

 

 

22,229 

 

$

3,869 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The average recorded investment of loans classified as impaired and the interest income recognized on those loans for the six months ended June  30, 2015 and June 30, 2014 are shown in the following table:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the six months ended June 30,

 

 

2015

 

2014

 

 

Average

 

 

 

 

Average

 

 

 

 

 

Recorded

 

Interest

 

Recorded

 

Interest

 

(Dollars in thousands)

Investment

 

Income

 

Investment

 

Income

 

Commercial real estate

$

23,862 

 

$

473 

 

$

43,104 

 

$

663 

 

One-to-four family residential

 

1,777 

 

 

 

 

3,649 

 

 

 

Real estate construction

 

376 

 

 

 -

 

 

251 

 

 

 -

 

Commercial

 

6,080 

 

 

20 

 

 

9,693 

 

 

42 

 

Other

 

 

 

 -

 

 

69 

 

 

 -

 

Total

$

32,096 

 

$

494 

 

$

56,766 

 

$

706 

 

 

Troubled Debt Restructurings.  Our loan portfolio also includes certain loans that have been modified in troubled debt restructurings, where economic concessions have been granted to borrowers who have experienced financial difficulties.  These concessions typically result from loss mitigation activities and can include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.  Troubled debt restructurings are classified as impaired at the time of restructuring and are then further classified as nonperforming, potential problem, or performing restructured, as applicable.  Loans modified in troubled debt restructurings may be returned to performing status after considering the borrowers’ sustained repayment for a reasonable period of at least six months. 

 

When we modify loans in a troubled debt restructuring, an evaluation of any possible impairment is performed similar to the evaluation done with respect to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use of the current fair value of the collateral, less selling costs for collateral dependent loans.  If it is determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs, and unamortized premium or discount), an impairment is recognized through an allowance estimate or a charge-off to the allowance. 

 

15

 


 

Troubled debt restructured loans outstanding as of June 30, 2015 and December 31, 2014 were as follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2015

 

At December 31, 2014

(Dollars in thousands)

Accruing

 

Nonaccrual

 

Accruing

 

Nonaccrual

Commercial real estate

$

19,861 

 

$

967 

 

$

21,685 

 

$

1,082 

One-to-four family residential

 

13 

 

 

54 

 

 

14 

 

 

62 

Commercial

 

771 

 

 

340 

 

 

1,032 

 

 

655 

Total

$

20,645 

 

$

1,361 

 

$

22,731 

 

$

1,799 

 

At June 30, 2015 and December 31, 2014,  we had no significant commitments to lend additional funds to debtors whose loan terms have been modified in a  troubled debt restructuring. 

 

Loans modified as troubled debt restructurings that occurred during the three and six months ended June 30, 2015 and June 30, 2014 are shown in the following table:     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

2015

 

2014

 

Number of

 

Recorded

 

Number of

 

Recorded

(Dollars in thousands)

Modifications

 

Investment

 

Modifications

 

Investment

Commercial

 

 -

 

$

 -

 

 

 

$

9,684 

Total

 

 -

 

$

 -

 

 

 

$

9,684 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

2015

 

2014

 

Number of

 

Recorded

 

Number of

 

Recorded

(Dollars in thousands)

Modifications

 

Investment

 

Modifications

 

Investment

Commercial real estate

 

 -

 

$

 -

 

 

 

$

9,684 

Commercial

 

 -

 

 

 -

 

 

 

 

229 

Total

 

 -

 

$

 -

 

 

 

$

9,913 

 

 

 

The modifications of loans identified as troubled debt restructurings primarily related to payment reductions, payment extensions, and/or reductions in the interest rate.  The financial impact of troubled debt restructurings is not significant.   

 

The following table presents the recorded investment and the number of loans modified as a troubled debt restructuring that subsequently defaulted during the three and six months ended June 30, 2015 and June 30, 2014.  Default, for this purpose, is deemed to occur when a loan is 90 days or more past due or transferred to nonaccrual and is within twelve months of restructuring.   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

2015

 

2014

 

Number of

 

Recorded

 

Number of

 

Recorded

(Dollars in thousands)

Contracts

 

Investment

 

Contracts

 

Investment

Commercial

 

 -

 

$

 -

 

 

 

$

205 

Total

 

 -

 

$

 -

 

 

 

$

205 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

2015

 

2014

 

Number of

 

Recorded

 

Number of

 

Recorded

(Dollars in thousands)

Contracts

 

Investment

 

Contracts

 

Investment

Commercial

 

 -

 

$

 -

 

 

 

$

205 

Total

 

 -

 

$

 -

 

 

 

$

205 

 

 

Credit Quality Indicators.  To assess the credit quality of loans, we categorize loans into risk categories based on relevant information about the ability of the borrowers to service their debts such as current financial information, historical payment

16

 


 

experience, credit documentation, public information, and current economic trends, among other factors.  This analysis is performed on a quarterly basis.  We use the following definitions for risk ratings:   

 

Special mention – Loans classified as special mention have potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for these loans or of the institution’s credit position at some future date. 

 

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligors or of the collateral pledged, if any.  Loans so classified have one or more well-defined weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.  These loans are considered potential problem or nonperforming loans depending on the accrual status of the loans.    

 

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.  These loans are considered nonperforming. 

 

Loans not meeting the criteria above that are analyzed as part of the above described process are considered to be pass rated loans.  As of June 30, 2015 and December 31, 2014, based on the most recent analysis performed as of those dates, the risk category of loans by class was as follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1-4 Family

 

Real Estate

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Real Estate

 

Residential

 

Construction

 

Commercial

 

Other

 

Total

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

$

707,216 

 

$

84,016 

 

$

198,607 

 

$

353,823 

 

$

20,521 

 

$

1,364,183 

Special Mention

 

30,073 

 

 

22 

 

 

221 

 

 

11,430 

 

 

130 

 

 

41,876 

Substandard

 

22,117 

 

 

1,300 

 

 

419 

 

 

14,854 

 

 

 -

 

 

38,690 

Doubtful

 

 -

 

 

 -

 

 

 -

 

 

4,681 

 

 

 -

 

 

4,681 

Total

$

759,406 

 

$

85,338 

 

$

199,247 

 

$

384,788 

 

$

20,651 

 

$

1,449,430 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

$

690,791 

 

$

76,322 

 

$

194,670 

 

$

331,594 

 

$

21,849 

 

$

1,315,226 

Special Mention

 

34,287 

 

 

22 

 

 

420 

 

 

7,144 

 

 

106 

 

 

41,979 

Substandard

 

27,594 

 

 

1,154 

 

 

2,033 

 

 

6,725 

 

 

 

 

37,507 

Doubtful

 

299 

 

 

33 

 

 

 -

 

 

4,947 

 

 

 -

 

 

5,279 

Total

$

752,971 

 

$

77,531 

 

$

197,123 

 

$

350,410 

 

$

21,956 

 

$

1,399,991 

 

Allowance for Loan LossesThe allowance for loan losses is a reserve established through the provision for loan losses charged to operations.  Loan amounts which are determined to be uncollectible are charged against this allowance, and recoveries, if any, are added to the allowance.  The appropriate amount of the allowance is based on periodic review and evaluation of the loan portfolio and quarterly assessments of the probable losses inherent in the loan portfolio.  The amount of the loan loss provision for a period is based solely upon the amount needed to cause the allowance to reach the level deemed appropriate after the effects of net charge-offs for the period. 

Management believes the level of the allowance is appropriate to absorb probable losses inherent in the loan portfolio.  The allowance for loan losses is determined in accordance with regulatory guidelines and generally accepted accounting principles and is comprised of two primary components, specific and general.  There is no one factor, or group of factors, that produces the amount of an appropriate allowance for loan losses, as the methodology for assessing the allowance for loan losses makes use of evaluations of individual impaired loans along with other factors and analysis of loan categories.  This assessment is highly qualitative and relies upon judgments and estimates by management.

The specific allowance is recorded based on the result of an evaluation consistent with ASC 310.10.35, Receivables: Subsequent Measurement, for each impaired loan.  Collateral dependent loans are evaluated for impairment based upon the fair value of the collateral.  The amount and level of the impairment allowance is ultimately determined by management’s estimate of the amount of expected future cash flows or, if the loan is collateral dependent, on the value of collateral, which may vary from period to period depending on changes in the financial condition of the borrower or changes in the estimated value of the collateral.  Charge-offs against the allowance for impaired loans are made when and to the extent loans are

17

 


 

deemed uncollectible.  Any portion of a collateral dependent impaired loan in excess of the fair value of the collateral that is determined to be uncollectible is charged off.  

 

The general component of the allowance is calculated based on ASC 450, Contingencies.  Loans not evaluated for specific allowance are segmented into loan pools by type of loanThe non-owner occupied commercial real estate pool is further segmented by the market in which the loan collateral is located.  Our primary markets are Oklahoma, Texas, and Kansas, and loans secured by real estate in those states are included in the “in-market” pool, with the remaining loans being included in the “out-of-market” pool.  Estimated allowances are based on historical loss trends with adjustments factored in based on qualitative risk factors both internal and external to usThe historical loss trend is determined by loan pool and segmentation and is based on the actual loss history experienced by us over the most recent three years.  The qualitative risk factors include, but are not limited to, economic and business conditions, changes in lending staff, lending policies and procedures, quality of loan review, changes in the nature and volume of the portfolios, loss and recovery trends, asset quality trends, and legal and regulatory considerations.  

 

Independent appraisals on real estate collateral securing loans are obtained at origination.  New appraisals are obtained periodically and following discovery of factors that may significantly affect the value of the collateral.  Appraisals typically are received within 30 days of request.  Results of appraisals on nonperforming and potential problem loans are reviewed promptly upon receipt and considered in the determination of the allowance for loan losses.  We are not aware of any significant time lapses in the process that have resulted, or would result in, a significant delay in determination of a credit weakness, the identification of a loan as nonperforming, or the measurement of an impairment. 

 

The following tables show the balance in the allowance for loan losses and the recorded investment in loans for the dates indicated by portfolio classification disaggregated on the basis of impairment evaluation method.   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1-4 Family

 

Real Estate

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Real Estate

 

Residential

 

Construction

 

Commercial

 

Other

 

Total

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

13,678 

 

$

712 

 

$

4,159 

 

$

9,614 

 

$

289 

 

$

28,452 

Loans charged-off

 

(116)

 

 

(20)

 

 

(21)

 

 

(343)

 

 

(56)

 

 

(556)

Recoveries

 

151 

 

 

443 

 

 

31 

 

 

583 

 

 

138 

 

 

1,346 

Provision for loan losses

 

(448)

 

 

(557)

 

 

(509)

 

 

(1,313)

 

 

(196)

 

 

(3,023)

Balance at end of period

$

13,265 

 

$

578 

 

$

3,660 

 

$

8,541 

 

$

175 

 

$

26,219 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

1,875 

 

$

 -

 

$

 -

 

$

1,660 

 

$

 -

 

$

3,535 

Collectively evaluated for impairment

 

11,390 

 

 

578 

 

 

3,660 

 

 

6,881 

 

 

175 

 

 

22,684 

Acquired with deteriorated credit quality

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total ending allowance balance

$

13,265 

 

$

578 

 

$

3,660 

 

$

8,541 

 

$

175 

 

$

26,219 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

20,886 

 

$

404 

 

$

416 

 

$

5,885 

 

$

 -

 

$

27,591 

Collectively evaluated for impairment

 

735,587 

 

 

83,438 

 

 

198,738 

 

 

378,881 

 

 

20,651 

 

 

1,417,295 

Acquired with deteriorated credit quality

 

2,933 

 

 

1,496 

 

 

93 

 

 

22 

 

 

 -

 

 

4,544 

Total ending loans balance

$

759,406 

 

$

85,338 

 

$

199,247 

 

$

384,788 

 

$

20,651 

 

$

1,449,430 

 

18

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1-4 Family

 

Real Estate

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Real Estate

 

Residential

 

Construction

 

Commercial

 

Other

 

Total

At June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

18,854 

 

$

850 

 

$

5,523 

 

$

10,985 

 

$

451 

 

$

36,663 

Loans charged-off

 

(683)

 

 

(126)

 

 

(655)

 

 

(3,514)

 

 

(405)

 

 

(5,383)

Recoveries

 

2,343 

 

 

146 

 

 

 -

 

 

595 

 

 

60 

 

 

3,144 

Provision for loan losses

 

(3,538)

 

 

(238)

 

 

418 

 

 

1,742 

 

 

275 

 

 

(1,341)

Balance at end of period

$

16,976 

 

$

632 

 

$

5,286 

 

$

9,808 

 

$

381 

 

$

33,083 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses ending balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

3,598 

 

$

 -

 

$

 -

 

$

2,625 

 

$

 -

 

$

6,223 

Collectively evaluated for impairment

 

13,378 

 

 

632 

 

 

5,286 

 

 

7,183 

 

 

381 

 

 

26,860 

Acquired with deteriorated credit quality

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Total ending allowance balance

$

16,976 

 

$

632 

 

$

5,286 

 

$

9,808 

 

$

381 

 

$

33,083 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable ending balance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

$

42,588 

 

$

387 

 

$

82 

 

$

8,873 

 

$

119 

 

$

52,049 

Collectively evaluated for impairment

 

720,559 

 

 

77,284 

 

 

175,132 

 

 

291,242 

 

 

27,514 

 

 

1,291,731 

Acquired with deteriorated credit quality

 

5,874 

 

 

1,871 

 

 

126 

 

 

48 

 

 

 

 

7,920 

Total ending loans balance

$

769,021 

 

$

79,542 

 

$

175,340 

 

$

300,163 

 

$

27,634 

 

$

1,351,700 

 

 

 

 

 

 

 

 

 

 

 

 

NOTE 4:  FAIR VALUE MEASUREMENTS 

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  In estimating fair value, we utilize valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach.  Such valuation techniques are consistently applied.  Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability.

 

ASC 820, Fair Value Measurements and Disclosure,  establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The fair value hierarchy is as follows: 

 

Level 1Quoted prices in active markets for identical instruments. 

 

Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.   

 

Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.   

 

The estimated fair value amounts have been determined by us using available market information and appropriate valuation methodologies.  However, considerable judgment is required to interpret market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amount we could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies could have a material effect on our estimated fair value amounts.  There were no significant changes in valuation methods used to estimate fair value during the six months ended June 30, 2015. 

 

A description of the valuation methodologies used for instruments measured at fair value on a recurring basis is as follows: 

  

Available for sale securities – The fair value of U.S. Government and federal agency securities, equity securities, and residential mortgage-backed securities is estimated based on quoted market prices or dealer quotes.  The fair value of other investments such as obligations of state and political subdivisions is estimated based on quoted market prices.  We obtain fair value measurements from an independent pricing service.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and bond’s terms and conditions, among other things.  We 

19

 


 

review the prices supplied by our independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. 

Derivative instrumentsWe utilize an interest rate swap agreement to convert one of our variable-rate subordinated debentures to a fixed rate.  This has been designated as a cash flow hedge. We also offer an interest rate swap program that permits qualified customers to manage interest rate risk on variable rate loans with Bank SNB. Derivative contracts are executed between our customers and Bank SNB. Offsetting contracts are executed by Bank SNB and approved counterparties. The counterparty contracts are identical to customer contracts, except for a fixed pricing spread or fee paid to us. The fair value of the interest rate swap agreements are obtained from dealer quotes.

 

The following table summarizes financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement at Reporting Date Using

 

 

 

 

 

 

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Unobservable Inputs

(Dollars in thousands)

 

 

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

 

 

 

$

83,713 

 

$

 -

 

$

83,713 

 

$

 -

Obligations of state and political subdivisions

 

 

 

 

32,947 

 

 

 -

 

 

32,947 

 

 

 -

Residential mortgage-backed securities

 

 

 

 

202,979 

 

 

 -

 

 

202,979 

 

 

 -

Asset-backed securities

 

 

 

 

9,613 

 

 

 -

 

 

9,613 

 

 

 -

Other securities

 

 

 

 

32,644 

 

 

139 

 

 

32,505 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative asset

 

 

 

 

701 

 

 

 -

 

 

701 

 

 

 -

Derivative liability

 

 

 

 

(2,371)

 

 

 -

 

 

(2,371)

 

 

 -

Total

 

 

 

$

360,226 

 

$

139 

 

$

360,087 

 

$

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal agency securities

 

 

 

$

99,546 

 

 

 -

 

 

99,546 

 

 

 -

Obligations of state and political subdivisions

 

 

 

 

33,139 

 

 

 -

 

 

33,139 

 

 

 -

Residential mortgage-backed securities

 

 

 

 

178,227 

 

 

 -

 

 

178,227 

 

 

 -

Asset-backed securities

 

 

 

 

9,548 

 

 

 -

 

 

9,548 

 

 

 -

Other securities

 

 

 

 

32,771 

 

 

142 

 

 

32,629 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative asset

 

 

 

 

787 

 

 

 -

 

 

787 

 

 

 -

Derivative liability

 

 

 

 

(2,373)

 

 

 -

 

 

(2,373)

 

 

 -

Total

 

 

 

$

351,645 

 

$

142 

 

$

351,503 

 

$

 -

 

Certain financial assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  These assets are recorded at the lower of cost or fair value.  Valuation methodologies for assets measured on a nonrecurring basis are as follows: 

 

Impaired loans – Certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from collateral.  Collateral values are estimated using inputs based on third-party appraisals.  Certain other impaired loans are analyzed and reported through a specific valuation allowance based upon the net present value of cash flows.   

Loans held for sale  –Real estate mortgage loans held for sale are carried at the lower of cost or market, which is determined on an individual loan basis.  The fair value of loans held for sale is based on existing investor commitments.

Other real estate – Other real estate fair value is based on third-party appraisals for significant properties less the estimated costs to sell the asset.   

Mortgage loan servicing rights – There is no active trading market for loan servicing rights.  The fair value of loan servicing rights is estimated by calculating the present value of net servicing revenue over the anticipated life of each loan.  A

20

 


 

cash flow model is used to determine fair value.  Key assumptions and estimates, including projected prepayment speeds and assumed servicing costs, earnings on escrow deposits, ancillary income, and discount rates, used by this model are based on current market sources.  A separate third party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults, and other relevant factors.  The prepayment model is updated for changes in market conditions.

Core deposit premiums – Except for the 2014 branch sales, the fair value of core deposit premiums are based on third-party appraisals.

Goodwill – Fair value of goodwill is based on the fair value of each of our reporting units to which goodwill is allocated compared with their respective carrying value. 

 

Assets that were measured at fair value on a nonrecurring basis as of June 30, 2015 and December 31, 2014 are summarized below.   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements Using

 

 

 

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Unobservable Inputs

(Dollars in thousands)

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

Impaired loans at fair value :

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

11,739 

 

$

 -

 

$

 -

 

$

11,739 

One-to-four family residential

 

 -

 

 

 -

 

 

 -

 

 

 -

Real estate construction

 

390 

 

 

 -

 

 

 -

 

 

390 

Commercial

 

4,875 

 

 

 -

 

 

 -

 

 

4,875 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

6,065 

 

 

 -

 

 

6,065 

 

 

 -

Government guaranteed commercial real estate

 

622 

 

 

 -

 

 

622 

 

 

 -

Other loans held for sale

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loan servicing rights

 

3,630 

 

 

 -

 

 

3,630 

 

 

 -

Other real estate

 

2,393 

 

 

 -

 

 

 -

 

 

2,393 

Total

$

29,714 

 

$

 -

 

$

10,317 

 

$

19,397 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

Impaired loans at fair value :

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

$

11,762 

 

$

 -

 

$

 -

 

$

11,762 

Commercial

 

5,722 

 

 

 -

 

 

 -

 

 

5,722 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

763 

 

 

 -

 

 

763 

 

 

 -

Government guaranteed commercial real estate

 

705 

 

 

 -

 

 

705 

 

 

 -

Other loans held for sale

 

17 

 

 

 -

 

 

17 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

Other real estate

 

3,097 

 

 

 -

 

 

 -

 

 

3,097 

Total

$

22,066 

 

$

 -

 

$

1,485 

 

$

20,581 

 

As of June  30, 2015, impaired loans measured at fair value with a carrying amount of $20.6 million were written down to a fair value of $17.0 million, resulting in a life-to-date impairment of $3.6 million.  As of December 31, 2014, impaired loans measured at fair value with a carrying amount of $21.9 million were written down to the fair value of $17.5 million at December 31, 2014, resulting in a life-to-date impairment charge of $4.4 million. 

 

As of June 30, 2015 and December 31, 2014, other real estate assets were written down to their fair values, resulting in an impairment charge of $0.1 million and $0.6 million,  respectively, which was included in noninterest expense.    

 

As of June 30, 2015 and December 31, 2014, mortgage servicing rights were written down to their fair values, resulting in an impairment charge of $0.1 million and $0, respectively, which was included in noninterest expense.

 

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No impairment of core deposit premiums or goodwill  were recognized during the periods ending June 30, 2015 or December 31, 2014.

 

ASC 825, Financial Instruments,  requires an entity to provide disclosures about fair value of financial instruments, including those that are not measured and reported at fair value on a recurring or nonrecurring basis.   The methodologies used in estimating the fair value of financial instruments that are measured on a recurring or nonrecurring basis are discussed above.  The methodologies for the other financial instruments are discussed below: 

 

Cash and cash equivalents – For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value. 

Securities held to maturity – The investment securities held to maturity are carried at cost.  The fair value of the held to maturity securities is estimated based on quoted market prices or dealer quotes. 

Loans, net of allowance – Fair values are estimated for certain homogenous categories of loans adjusted for differences in loan characteristics.  Our loans have been aggregated by categories consisting of commercial, real estate, and other consumer.  The fair value of loans is estimated by discounting the cash flows using risks inherent in the loan category and interest rates currently offered for loans with similar terms and credit risks. 

Accrued interest receivable – The carrying amount is a reasonable estimate of fair value for accrued interest receivable. 

Investments included in other assets – The estimated fair value of investments included in other assets, which primarily consists of investments carried at cost, approximates their carrying values. 

Deposits – The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the statement of financial condition date.  The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. 

Accrued interest payable and other liabilities – The estimated fair value of accrued interest payable and other liabilities, which primarily includes trade accounts payable, approximates their carrying values. 

Other borrowings – Included in other borrowings are FHLB advances and securities sold under agreements to repurchase.  The fair value for fixed rate FHLB advances is based upon discounted cash flow analysis using interest rates currently being offered for similar instruments.  The fair values of other borrowings are the amounts payable at the statement of financial condition date, as the carrying amount is a reasonable estimate of fair value due to the short-term maturity rates.   

Subordinated debentures – Our two subordinated debentures have floating rates that reset quarterly. The fair value of the floating rate subordinated debentures approximates carrying value at June 30, 2015 

 

The carrying values and estimated fair values of our financial instruments segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value were as follows: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2015

 

At December 31, 2014

 

Carrying

 

Fair

 

Carrying

 

Fair

(Dollars in thousands)

Values

 

Values

 

Values

 

Values

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

156,688 

 

$

156,688 

 

$

140,936 

 

$

140,936 

Securities held to maturity

 

11,364 

 

 

11,818 

 

 

12,362 

 

 

12,880 

Accrued interest receivable

 

4,281 

 

 

4,281 

 

 

4,723 

 

 

4,723 

Investments included in other assets

 

7,949 

 

 

7,949 

 

 

7,949 

 

 

7,949 

Level 3 inputs:

 

 

 

 

 

 

 

 

 

 

 

Total loans, net of allowance

 

1,423,211 

 

 

1,353,264 

 

 

1,371,539 

 

 

1,303,047 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

1,624,446 

 

 

1,534,880 

 

 

1,533,999 

 

 

1,450,540 

Accrued interest payable

 

774 

 

 

774 

 

 

769 

 

 

769 

Other liabilities

 

8,077 

 

 

8,077 

 

 

8,334 

 

 

8,334 

Other borrowings

 

75,839 

 

 

77,622 

 

 

79,380 

 

 

81,544 

Subordinated debentures

 

46,393 

 

 

46,393 

 

 

46,393 

 

 

46,393 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 


 

NOTE 5: DERIVATIVE INSTRUMENTS 

 

We utilize derivatives instruments to manage exposure to various types of interest rate risk for us and our customers within our policy guidelines. All derivative instruments are carried at fair value and credit risk is considered in determining fair value.

 

Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms.  Institutional counterparties must have an investment grade credit rating and be approved by our asset/liability management committee.  Our credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty.  Access to collateral in the event of default is reasonably assured. Therefore, credit exposure may be reduced by the amount of collateral pledged by the counterparty.

 

Customer Risk Management Interest Rate Swaps 

 

Our qualified customers have the opportunity to participate in our interest rate swap program for the purpose of managing interest rate risk on their variable rate loans with us.  If we enter into such agreements with customers, then offsetting agreements are executed between us and approved dealer counterparties to minimize our market risk from changes in interest rates.  The counterparty contracts are identical to customer contracts, except for a fixed pricing spread or fee paid to us by the dealer counterparty.  These interest rate swaps carry varying degrees of credit, interest rate and market or liquidity risks.  The fair value of derivative instruments are recognized as either assets or liabilities in the consolidated statements of financial condition. 

 

We have entered into three customer interest rate swap agreements that effectively convert the loan interest rate from floating rate based on LIBOR to a fixed rate for the customer.  As of June  30, 2015, these loans had an outstanding balance of  $33.9 million.  We have entered into offsetting agreements with dealer counterpartiesThe following table summarizes the fair values of derivative contracts recorded as “non-hedge derivative assets” and “non-hedge derivative liabilities” in the consolidated statements of financial condition.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015

At December 31, 2014

(Dollars in thousands)

Notional

 

Fair Value

Notional

 

Fair Value

Non-hedge derivative assets

$

33,935 

 

$

701 

$

34,322 

 

$

787 

Non-hedge derivative liabilities

 

33,935 

 

 

701 

 

34,322 

 

 

787 

 

The margin rates to us in connection with these instruments are 2.97%,  2.87%, and 2.30% over the one-month LIBORThere was $0.4 million of collateral required to be posted by us as of June  30, 2015 to dealer counterparties. We posted a security to cover the collateral required. These interest rate swaps are not designated as hedging instruments.

 

Interest Rate Swap

 

We have an interest rate swap agreement with a total notional amount of $25.0 million.  The interest rate swap contract was designated as a hedging instrument in cash flow hedges with the objective of protecting the overall cash flow from our quarterly interest payments on the SBI Capital Trust II preferred securities throughout the seven year period beginning February 11, 2011 and ending April 7, 2018 from the risk of variability of those payments resulting from changes in the three-month London Interbank Offered Rate (“LIBOR”).  Under the swap, we pay a fixed interest rate of 6.15% and receive a variable interest rate of three-month LIBOR plus a margin of 2.85% on a total notional amount of $25.0 million, with quarterly settlements.  The rate received by us as of June 30, 2015 was 3.13%. 

 

The estimated fair value of the interest rate swap contract outstanding as of June 30, 2015 and December 31, 2014 resulted in a pre-tax loss of $1.7 million and $1.6 million, respectively, and was included in other liabilities in the consolidated statements of financial condition.  We obtained the counterparty valuation to validate the interest rate derivative contract as of June 30, 2015 and December 31, 2014.   

 

The effective portion of our gain or loss due to changes in the fair value of the interest rate swap contract, a $51,000 loss and a $42,000 gain for the six months ended June 30, 2015 and June 30, 2014, respectively, is included in other comprehensive income, net of tax, while the ineffective portion (indicated by the excess of the cumulative change in the fair value of the derivative over that which is necessary to offset the cumulative change in expected future cash flows on the hedge transaction) is included in other noninterest income or other noninterest expense.  No ineffectiveness related to the interest rate derivative was recognized during either reporting period.   

 

Net cash outflows as a result of the interest rate swap contract were $0.4 million for both the six months ended June 30, 2015 and June 30, 2014 and were included in interest expense on subordinated debentures.   

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The fair value of cash and securities posted as collateral by us related to the interest rate swap contract was $2.1 million at June 30, 2015 and December 31, 2014.

 

There are no credit-risk-related contingent features associated with our derivative contract. 

 

 

NOTE 6: TAXES ON INCOME 

 

Net deferred tax assets totaled $12.7 million at June 30, 2015 and $14.1 million at December 31, 2014.  Net deferred tax assets are included in other assets and no valuation allowance is considered necessary.

  

We or one of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions.  We are no longer subject to U.S. federal or state tax examinations for years before 2011

 

 

NOTE 7: SHAREHOLDERS’ EQUITY

 

Stock Repurchase Program

 

On August 14, 2014, our Board of Directors (the “Board”) authorized the repurchase of up to 5.0%, or 990,000 shares, of our common stock.  The share repurchases are expected to be made primarily on the open market from time to time until August  14, 2015.  Repurchases under the program are available at the discretion of management based upon market, business, legal, and other factors. During the second quarter of 2015, we repurchased no shares due to trade restrictions resulting from our pending acquisition of First Commercial Bancshares, Inc.  As of June  30, 2015, we had repurchased 867,310 shares for a total of $14.3 million.

 

On February 24, 2015, our Board authorized a second share repurchase program of up to another 5.0%, or approximately 950,000 shares, of our common stock, effective upon the earlier of (i) the date we complete the repurchase of all of the shares we are authorized to repurchase under the current program, or (ii) August 14, 2015.

 

 

NOTE 8: EARNINGS PER SHARE 

 

Earnings per common share is computed using the two-class method prescribed by ASC 260, Earnings Per Share.  Using the two-class method, basic earnings per common share is computed based upon net income divided by the weighted average number of common shares outstanding during each period, which excludes outstanding unvested restricted stock.  Diluted earnings per share is computed using the weighted average number of common shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. 

 

The following table shows the computation of basic and diluted earnings per common share: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

 

ended June 30,

 

ended June 30,

(Dollars in thousands, except earnings per share data)

2015

 

2014

 

2015

 

2014

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

4,161 

 

$

6,152 

 

$

8,696 

 

$

9,843 

Earnings allocated to participating securities

 

(73)

 

 

(80)

 

 

(143)

 

 

(119)

Numerator for basic earnings per common share

$

4,088 

 

$

6,072 

 

$

8,553 

 

$

9,724 

Effect of reallocating undistributed earnings

 

 

 

 

 

 

 

 

 

 

 

of participating securities

 

73 

 

 

80 

 

 

143 

 

 

119 

Numerator for diluted earnings per common share

$

4,161 

 

$

6,152 

 

$

8,696 

 

$

9,843 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per common share

 

18,666,853 

 

 

19,520,967 

 

 

18,714,088 

 

 

19,524,859 

Dilutive effect of stock compensation

 

197,124 

 

 

143,867 

 

 

172,332 

 

 

130,767 

Denominator for diluted earnings per common share

 

18,863,977 

 

 

19,664,834 

 

 

18,886,420 

 

 

19,655,626 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.22 

 

$

0.31 

 

$

0.46 

 

$

0.50 

Diluted

$

0.22 

 

$

0.31 

 

$

0.46 

 

$

0.50 

 

 

 

 

 

 

24

 


 

NOTE 9: OPERATING SEGMENTS  

 

We operate four principal segments:  Oklahoma Banking, Texas Banking, Kansas Banking, and Other Operations.  The Oklahoma Banking segment provides deposit and lending services and consists of residential mortgage lending services to customers. The Texas Banking segment and the Kansas Banking segment provide deposit and lending services.    Other Operations includes our funds management unit and corporate investments.  Prior to the first quarter of 2015,  we disclosed a Mortgage Banking segment, which included 1-4 family mortgages and the available for sale loans.  For segment reporting, the Mortgage Banking segment has been combined with and into the Oklahoma Banking segment due to those loans being managed from that location.  Prior period numbers have also been adjusted to reflect this change. This adjustment has no financial statement impact.

 

The primary purpose of the funds management unit is to manage our overall internal liquidity needs and interest rate risk.  Each segment borrows funds from or provides funds to the funds management unit as needed to support its operations.  The value of funds provided to and the cost of funds borrowed from the funds management unit by each segment are internally priced at rates that approximate market rates for funds with similar duration.  The yield used in the funds transfer pricing curve is a blend of rates based on the volume usage of retail and brokered certificates of deposit and FHLB advances.    

 

The accounting policies of each reportable segment are the same as ours.  Expenses for consolidated back-office operations are allocated to operating segments based on estimated uses of those services.  General overhead expenses such as executive administration, accounting, and audit are allocated based on the direct expense and/or deposit and loan volumes of the operating segment.  Income tax expense for the operating segments is calculated at statutory rates.  The Other Operations segment records the tax expense or benefit necessary to reconcile to the consolidated financial statements.    The following table summarizes financial results by operating segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2015

 

Oklahoma

 

Texas

 

Kansas

 

Other

 

Total

(Dollars in thousands)

Banking

 

Banking

 

Banking

 

Operations

 

Company

Net interest income (loss)

$

9,299 

 

$

4,793 

 

$

1,731 

 

$

(32)

 

$

15,791 

Provision (credit) for loan losses

 

(689)

 

 

(283)

 

 

(165)

 

 

 

 

(1,136)

Noninterest income

 

2,386 

 

 

278 

 

 

329 

 

 

416 

 

 

3,409 

Noninterest expenses

 

7,698 

 

 

3,793 

 

 

1,606 

 

 

885 

 

 

13,982 

Income (loss) before taxes

 

4,676 

 

 

1,561 

 

 

619 

 

 

(502)

 

 

6,354 

Taxes on income (loss)

 

1,609 

 

 

531 

 

 

216 

 

 

(163)

 

 

2,193 

Net income (loss)

$

3,067 

 

$

1,030 

 

$

403 

 

$

(339)

 

$

4,161 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2014

 

Oklahoma

 

Texas

 

Kansas

 

Other

 

Total

(Dollars in thousands)

Banking

 

Banking

 

Banking

 

Operations

 

Company

Net interest income (loss)

$

9,497 

 

$

4,457 

 

$

3,075 

 

$

(455)

 

$

16,574 

Provision (credit) for loan losses

 

(1,464)

 

 

1,449 

 

 

(340)

 

 

 -

 

 

(355)

Noninterest income

 

2,332 

 

 

243 

 

 

420 

 

 

5,251 

 

 

8,246 

Noninterest expenses

 

7,871 

 

 

3,232 

 

 

2,658 

 

 

1,571 

 

 

15,332 

Income before taxes

 

5,422 

 

 

19 

 

 

1,177 

 

 

3,225 

 

 

9,843 

Taxes on income

 

2,034 

 

 

 

 

441 

 

 

1,209 

 

 

3,691 

Net income

$

3,388 

 

$

12 

 

$

736 

 

$

2,016 

 

$

6,152 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2015

 

Oklahoma

 

Texas

 

Kansas

 

Other

 

Total

(Dollars in thousands)

Banking

 

Banking

 

Banking

 

Operations*

 

Company

Net interest income (loss)

$

19,034 

 

$

10,013 

 

$

3,194 

 

$

(840)

 

$

31,401 

Provision (credit) for loan losses

 

(1,922)

 

 

(533)

 

 

(568)

 

 

 -

 

 

(3,023)

Noninterest income

 

4,425 

 

 

587 

 

 

631 

 

 

606 

 

 

6,249 

Noninterest expenses

 

15,043 

 

 

7,228 

 

 

3,215 

 

 

1,578 

 

 

27,064 

Income (loss) before taxes

 

10,338 

 

 

3,905 

 

 

1,178 

 

 

(1,812)

 

 

13,609 

Taxes on income (loss)

 

3,732 

 

 

1,410 

 

 

425 

 

 

(654)

 

 

4,913 

Net income (loss)

$

6,606 

 

$

2,495 

 

$

753 

 

$

(1,158)

 

$

8,696 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Includes externally generated revenue of $0.7 million, primarily from investing services, and an internally generated loss of $1.0 million from the funds management unit.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans at period end

$

810,368 

 

$

493,047 

 

$

146,015 

 

$

 -

 

$

1,449,430 

Total assets at period end

 

824,073 

 

 

491,442 

 

 

147,302 

 

 

568,764 

 

 

2,031,581 

Total deposits at period end

 

1,134,020 

 

 

226,498 

 

 

126,671 

 

 

137,257 

 

 

1,624,446 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2014

 

Oklahoma

 

Texas

 

Kansas

 

Other

 

Total

(Dollars in thousands)

Banking

 

Banking

 

Banking

 

Operations*

 

Company

Net interest income (loss)

$

18,473 

 

$

9,089 

 

$

5,455 

 

$

(442)

 

$

32,575 

Provision (credit) for loan losses

 

483 

 

 

(2,483)

 

 

659 

 

 

 -

 

 

(1,341)

Noninterest income

 

4,449 

 

 

539 

 

 

901 

 

 

5,382 

 

 

11,271 

Noninterest expenses

 

15,452 

 

 

6,460 

 

 

5,286 

 

 

2,241 

 

 

29,439 

Income before taxes

 

6,987 

 

 

5,651 

 

 

411 

 

 

2,699 

 

 

15,748 

Taxes on income

 

2,620 

 

 

2,119 

 

 

154 

 

 

1,012 

 

 

5,905 

Net income

$

4,367 

 

$

3,532 

 

$

257 

 

$

1,687 

 

$

9,843 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Includes externally generated revenue of $0.5 million, primarily from investing services, and an internally generated revenue of $4.4 million from the funds management unit.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans at period end

$

798,065 

 

$

408,385 

 

$

145,247 

 

$

 

$

1,351,700 

Total assets at period end

 

807,002 

 

 

405,524 

 

 

147,644 

 

 

524,988 

 

 

1,885,158 

Total deposits at period end

 

1,086,659 

 

 

206,031 

 

 

111,615 

 

 

59,550 

 

 

1,463,855 

 

 

 

 

NOTE 10COMMITMENTS AND CONTINGENCIES

 

Other Agreements

 

On May 27, 2015, we entered into an Agreement and Plan of Reorganization (the “Agreement”) with First Commercial Bancshares, Inc. (“Bancshares”), an Oklahoma corporation, and First Commercial Bank, an Oklahoma banking corporation and a wholly‑owned subsidiary of Bancshares, pursuant to which Bancshares will merge with and into us (the “Merger”).

 

Under the terms of the Agreement, at the effective time of the Merger all outstanding shares of Bancshares common stock will be converted into the right to receive an aggregate merger consideration of $41.7 million, 51% of which will be payable in shares of our common stock, representing an aggregate 1,214,087 shares of our common stock, plus cash in lieu of any fractional shares, and 49% of which will be payable in cash in an aggregate amount equal to $20.4 million, subject to certain conditions and potential adjustments as described in the Agreement.  The closing of the Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of Bancshares.  The closing of the Merger is expected to occur during the fourth quarter of 2015, although delays could occur.

 

The Agreement also provides that, following the Merger and subject to regulatory approvals, we will cause First Commercial Bank to be merged with and into Bank SNB.

 

 

 

 

26

 


 

Customer Risk Management Interest Rate Swap

 

On September  9, 2014, we entered into an agreement to provide one of our commercial borrowers a customer interest rate swap that effectively converts the loan interest rate from  a floating rate based on LIBOR to a fixed rate for the customer. As of June  30, 2015, the floating rate loan had an outstanding balance of $16.5  million.  The option to execute the swap is conditional on compliance with the loan and swap agreements, and will be subject to the terms of the International Swaps and Derivatives Association Master Agreement.  The fixed pay amount will be based on the market rates at the time of execution, and it is our intention to simultaneously execute an offsetting trade with an approved swap dealer counterparty with identical terms. 

 

 

Legal Action

 

On March 18, 2011, an action entitled Ubaldi, et al. v SLM Corporation (“Sallie Mae”), et al., Case No. 3:11-cv-01320 EDL (the “Ubaldi Case”) was filed in the U.S. District Court for the Northern District of California as a putative class action with respect to certain loans that the plaintiffs claim were made by Sallie Mae.   The loans in question were made by various banks, including Bank SNB, and sold to Sallie Mae.  Plaintiffs claim that Sallie Mae entered into arrangements with chartered banks in order to evade California law and that Sallie Mae is the de facto lender on the loans in question and, as the lender on such loan, Sallie Mae charged interest and late fees that violates California usury law and the California Business and Professions Code. Sallie Mae has denied all claims asserted against it and has stated that it intends to vigorously defend the action.  On March 26, 2014, the Court denied the plaintiffs’ request to certify the class; however, the Court permitted the plaintiffs to amend the filing to redefine the class. Plaintiffs filed a renewed motion on June 23, 2014. On December 19, 2014, the Court issued a decision on the renewed motion, certifying a class with respect to claims of improper late fees, but denying class certification with respect to plaintiffs’ usury claims.   Plaintiffs thereafter filed a motion seeking leave to amend their complaint to add additional parties, which Sallie Mae opposed, and, on March 24, 2015, the Court denied the plaintiffs motion. On June 5, 2015, the law firm Cohen Milstein Sellers & Toll based in Washington, D.C. entered its appearance as co-counsel on behalf of plaintiffs.

 

Bank SNB is not specifically named in the action.  However, in the first quarter of 2014, Sallie Mae provided Bank SNB with a notice of claims that have been asserted against Sallie Mae in the Ubaldi Case (the “Notice”).  Sallie Mae asserts in the Notice that Bank SNB may have indemnification and/or repurchase obligations pursuant to the ExportSS Agreement dated July 1, 2002 between Sallie Mae and Bank SNB, pursuant to which the loans in question were made by Bank SNB.  Bank SNB has substantial defenses with respect to any claim for indemnification or repurchase ultimately made by Sallie Mae, if any, and intends to vigorously defend against any such claims.

 

Due to the uncertainty regarding (i) the size and scope of the class, (ii) whether a class will ultimately be certified, (iii) the particular class members, (iv) the interest rate on loans made by Bank SNB charged to particular class members, (v) the late fees charged to particular class members, (vi) the time period that will ultimately be at issue if a class is certified in the Ubaldi Case, (vii) the theories, if any, under which the plaintiffs might prevail, (viii) whether Sallie Mae will make a claim against us for indemnification or repurchase, and (ix) the likelihood that Sallie Mae would prevail if it makes such a claim, we cannot estimate the amount or the range of losses that may arise as a result of the Ubaldi Case.

In the normal course of business, we are at all times subject to various pending and threatened legal actions.  The relief or damages sought in some of these actions may be substantial.  After reviewing pending and threatened actions with counsel, management currently does not expect that the outcome of such actions will have a material adverse effect on our financial position; however, we are not able to predict whether the outcome of such actions may or may not have a material adverse effect on results of operations in a particular future period as the timing and amount of any resolution of such actions and relationship to the future results of operations are not known.

 

 

NOTE 11:  NEW AUTHORITATIVE ACCOUNTING GUIDANCE

 

In January 2015, FASB issued Accounting Standard Update No. 2015-01,  Income Statement—Extraordinary and Unusual Items: Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items; (“ASU 2015-01”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have an impact on the financial statements.

 

In February 2015, FASB issued Accounting Standard Update No. 2015-02,  Consolidation: Amendments to the Consolidation Analysis; (“ASU 2015-02”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

27

 


 

 

In April 2015, FASB issued Accounting Standard Update No. 2015-03, Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs; (“ASU 2015-03”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In April 2015, FASB issued Accounting Standard Update No. 2015-04, Compensation—Retirement Benefits: Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets; (“ASU 2015-04”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In April 2015, FASB issued Accounting Standard Update No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement; (“ASU 2015-05”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In April 2015, FASB issued Accounting Standard Update No. 2015-06, Earnings Per Share: Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions; (“ASU 2015-06”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In May 2015, FASB issued Accounting Standard Update No. 2015-07, Fair Value Measurement: Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share; (“ASU 2015-07”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In May 2015, FASB issued Accounting Standard Update No. 2015-08, Business Combinations: Pushdown Accounting, Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115; (“ASU 2015-08”). The ASU does not require new recurring disclosures. The guidance becomes effective upon issuance, and it is not expected to have a material impact on the financial statements.

 

In May 2015, FASB issued Accounting Standard Update No. 2015-09, Financial Services—Insurance: Disclosures about Short-Duration Contracts; (“ASU 2015-09”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016, and it is not expected to have a material impact on the financial statements.

 

In June 2015, FASB issued Accounting Standard Update No. 2015-10, Technical Corrections and Improvements; (“ASU 2015-10”). The ASU does not require new recurring disclosures. The guidance becomes effective for us on January 1, 2016 for transition guidance and upon issuance for all other, and it is not expected to have a material impact on the financial statements.

 

 

 

 

 

 

 

 

28

 


 

SOUTHWEST BANCORP, INC. 

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 

 

EXECUTIVE SUMMARY

 

Southwest Bancorp, Inc. (“we”, “our”, “us”, or “Southwest”) is a financial holding company for Bank SNB, which has been providing banking services since 1894. Through Bank SNB, we have twenty-three full-service banking offices located primarily along the heavily populated areas on the I-35 corridor through Texas, Oklahoma, and Kansas.  We focus on providing customers with exceptional service and meeting all of their banking needs by offering a wide variety of commercial and consumer banking services, including commercial and consumer lending, deposit and investment services, specialized cash management, and other financial services and products.  At June 30, 2015 we had total assets of $2.0 billion, deposits of $1.6 billion, and shareholders’ equity of $273.7 million.

 

Our share repurchase program, approved in August of 2014, authorized the repurchase of up to 5.0%, or 990,000 shares of our outstanding common stock, par value $1.00 per share.  As of June 30, 2015, we had repurchased 867,310 shares for a total of $14.3 million.  During the second quarter of 2015, no shares were repurchased due to trade restrictions resulting from our pending acquisition of First Commercial Bancshares, Inc. (“Bancshares”). On February 24, 2015, our board of directors approved a second share repurchase program authorizing the repurchase of up to another 5.0%, or approximately 950,000 shares, effective upon the earlier of (i) the date we complete the repurchase of all of the shares we are authorized to repurchase under the current program, or (ii) August 14, 2015.

 

On May 27, 2015, we entered into an Agreement and Plan of Reorganization (the “Agreement”) with Bancshares, an Oklahoma corporation, and First Commercial Bank, an Oklahoma banking corporation and a wholly‑owned subsidiary of Bancshares, pursuant to which Bancshares will merge with and into us (the “Merger”).  The closing of the Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of Bancshares.  The closing of the Merger is expected to occur during the fourth quarter of 2015, although delays could occur.  The Agreement also provides that, following the Merger and subject to regulatory approvals, we will cause First Commercial Bank to be merged with and into Bank SNB. This will allow us to grow our presence in the Oklahoma City metro area with five additional branches, increasing our total to ten. It will also expand our geographic footprint to Colorado with three branches in Denver and one in Colorado Springs.

 

On, May 18, 2015, we opened our second branch location in San Antonio, Texas.  The new San Antonio location provides needed space and a stronger profile for our growing business opportunities in that market.  

 

On April 10, 2015, Bank SNB entered into an agreement with the FDIC to terminate the loss sharing agreements from its FDIC-assisted acquisition.  Bank SNB initially entered the agreements when it acquired the assets of First National Bank of Anthony from the FDIC in June 2009.  All future recoveries, charge-offs, and expenses related to these covered assets are now recognized entirely by Bank SNB.

 

In January 2015, our Fort Worth, Texas branch formally opened. We have already seen positive production in the Fort Worth market that is expected to produce good growth as our new team builds momentum. 

Our business operations are conducted through four operating segments that include Oklahoma Banking, Texas Banking, Kansas Banking, and Other Operations. At June 30, 2015, the Oklahoma Banking segment accounted for $810.4 million in loans, the Texas Banking segment accounted for $493.0 million in loans, and the Kansas Banking segment accounted for $146.0 million in loans.  Please see “Financial Condition:  Loans” below for additional information.   For additional information on our operating segments, please see “Note 9: Operating Segments” in the Notes to Unaudited Consolidated Financial Statements. 

 

Our common stock is traded on the NASDAQ Global Select Market under the symbol OKSB.  We focus on converting our strategic vision into long-term shareholder value. 

 

INDUSTRY FOCUS

 

Our area of expertise focuses on the special financial needs of: (i) healthcare and health professionals; (ii) commercial real estate borrowers, businesses and their managers and owners; (iii) commercial lending; (iv) and energy banking.  The healthcare and real estate industries make up the majority of our loan and deposit portfolios.  We conduct regular reviews of

29

 


 

our current and potential healthcare and real estate lending and the appropriate concentrations within those industries based upon economic and regulatory conditions. 

 

As of June 30, 2015,  $485.7 million, or 34%, of our loans were real estate industry loans.  Despite the potential headwinds of the economic environment regarding low energy prices, we expect the real estate recovery to remain stable in 2015, as the market continues to progress further through the economic and real estate cycles.    Job growth, solid corporate profits, and recovery in the housing market are all positives for the real estate industry.    Conversely, uncertainty over government regulation and fiscal/monetary policy, and a concern about the rising cost of debt capital are all industry risk factors.    

 

Our tactical focus on healthcare lending was established in 1974.  We provide credit and other remittance services, such as deposits, cash management, and document imaging for physicians and other healthcare practitioners to start or develop their practices and finance the development and purchase of medical offices, clinics, surgical care centers, hospitals, and similar facilities.  As of June 30, 2015,  $422.3 million, or 29%, of our loans were loans to individuals and businesses in the healthcare industry.    

 

As of June  30, 2015, approximately 6% of our loan portfolio was concentrated in energy banking.  Our exposure continues to be focused with good companies that are generally well capitalized and have staying power for the long term.  While many of our customers have hedges in place through 2016, if oil prices remain at these low levels for an extended period, we could experience weaker energy loan demand and increased losses within our energy portfolio. Furthermore, a prolonged period of low oil prices could have a negative impact on the economies of energy-dominant states such as Oklahoma and Texas.  As a result, a prolonged period of low oil prices could have an adverse effect on our business, financial condition and results of operation.

 

FINANCIAL CONDITION 

 

Investment Securities 

 

The following table shows the composition of the investment portfolio at the dates indicated: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Federal agency securities

$

83,713 

 

$

99,546 

 

$

(15,833)

 

(15.91)

%

Obligations of state and political subdivisions

 

44,311 

 

 

45,501 

 

 

(1,190)

 

(2.62)

 

Residential mortgage-backed securities

 

202,979 

 

 

178,227 

 

 

24,752 

 

13.89 

 

Asset-backed securities

 

9,613 

 

 

9,548 

 

 

65 

 

0.68 

 

Other securities

 

32,644 

 

 

32,771 

 

 

(127)

 

(0.39)

 

Total

$

373,260 

 

$

365,593 

 

$

7,667 

 

2.10 

%

 

Loans 

 

Total loans, including loans held for sale, were $1.4 billion at June 30, 2015.  The following table shows the composition of the loan portfolio at the dates indicated: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

June 30, 2015

 

December 31, 2014

 

$ Change

 

% Change

Real estate mortgage

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

759,406 

 

$

752,971 

 

$

6,435 

 

0.85 

%

One-to-four family residential

 

85,338 

 

 

77,531 

 

 

7,807 

 

10.07 

 

Real estate construction

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

186,140 

 

 

186,659 

 

 

(519)

 

(0.28)

 

One-to-four family residential

 

13,107 

 

 

10,464 

 

 

2,643 

 

25.26 

 

Commercial

 

384,788 

 

 

350,410 

 

 

34,378 

 

9.81 

 

Installment and consumer

 

 

 

 

 

 

 

 

 

 

 

Guaranteed student loans

 

 -

 

 

37 

 

 

(37)

 

(100.00)

 

Other

 

20,651 

 

 

21,919 

 

 

(1,268)

 

(5.78)

 

Total loans

$

1,449,430 

 

$

1,399,991 

 

$

49,439 

 

3.53 

%

 

 

 

30

 


 

 

The composition of loans held for sale and a  reconciliation to total loans is shown in the following table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Loans held for sale:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

$

6,065 

 

$

763 

 

$

5,302 

 

694.89 

%

Government guaranteed commercial real estate

 

622 

 

 

705 

 

 

(83)

 

(11.77)

 

Other loans held for sale

 

 -

 

 

17 

 

 

(17)

 

(100.00)

 

Total loans held for sale

 

6,687 

 

 

1,485 

 

 

5,202 

 

350.30 

 

Portfolio loans

 

1,442,743 

 

 

1,398,506 

 

 

44,237 

 

3.16 

 

Total  loans

$

1,449,430 

 

$

1,399,991 

 

$

49,439 

 

3.53 

%

 

Allowance for Loan Losses 

 

Management determines the appropriate level of the allowance for loan losses using an established methodology.  (See “Note 3:  Loans and Allowance for Loan Losses in the Notes to Unaudited Consolidated Financial Statements.)  Management believes the amount of the allowance is appropriate, based on our analysis.      

 

The allowance for loan losses on loans is comprised of two components. We consider all non-accrual loans and troubled debt restructuring loans to be impaired loans. However, all troubled debt restructuring loans and non-accrual loans greater than or equal to $100,000 are evaluated on an individual basis using the discounted present value of expected cash flows, the fair value of collateral, or the market value of the loan, and a specific allowance is recorded based upon the result. Collateral dependent loans are evaluated for impairment based upon the fair value of the collateral.  Any portion of a collateral dependent impaired loan in excess of the fair value of the collateral that is determined to be uncollectible is charged off. 

 

The allowance on all other loans (including non-accrual loans less than $100,000) is determined by use of historical loss ratios adjusted for qualitative internal and external risk factors, segmented into loan pools by type of loan and market area. 

 

The composition of the allowance for loan losses, at the dates indicated, is shown in the following table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015

 

As of December 31, 2014

(Dollars in thousands)

Loan Balance

 

Allowance

 

Allowance
%

 

Loan Balance

 

Allowance

 

Allowance %

Nonaccrual

$

8,887 

 

$

1,808 

 

20.3 

%

 

$

9,276 

 

$

1,984 

 

21.4 

%

Performing TDR

 

20,645 

 

 

1,728 

 

8.4 

 

 

 

22,731 

 

 

1,884 

 

8.3 

 

All other excluding loans held for sale

 

1,413,211 

 

 

22,683 

 

1.6 

 

 

 

1,366,499 

 

 

24,584 

 

1.8 

 

Total

$

1,442,743 

 

$

26,219 

 

1.8 

%

 

$

1,398,506 

 

$

28,452 

 

2.0 

%

 

The decrease in the allowance for nonaccrual loans was the result of current period charge-offs related to nonperforming loans and amortizing principal payments.  The decrease in the allowance relating to the other loans resulted from the consideration of improving portfolio loss trends and qualitative factors including management’s assessment of economic risk, asset quality trends, levels of potential problem loans, and loan concentrations in commercial real estate mortgage and construction loans.

 

The amount of the loan loss provision, or negative provision, for a period is based solely upon the amount needed to cause the allowance to reach the level deemed appropriate, after the effects of net charge-offs (recoveries) for the period.  Net charge-offs (recoveries) for the first six months of 2015 were $ (0.8) million, an improvement of $3.0 million from the $2.2 million recorded for the first six months of 2014.  The provision for loan losses for the first six months of 2015 was a negative (or credit) of $3.0 million, representing an increase of $1.7 million from the negative provision of $1.3 million recorded for the first six months of 2014.  The increase in the negative provision is due to the improvement in the overall quality of the loan portfolio combined with the lower average of historical net charge-offs. 

 

Nonperforming Loans / Nonperforming Assets 

 

At June 30, 2015, the allowance for loan losses was 295.03% of nonperforming loans, compared to 302.26% of nonperforming loans, at December 31, 2014.  Nonaccrual loans, which comprise the majority of nonperforming loans, were $8.9 million as of June 30, 2015,  a decrease of $0.4 million, or 4%, from December 31, 2014.  We have taken cumulative net charge-offs related to these nonaccrual loans of $5.8 million as of June 30, 2015Nonaccrual loans at June 30, 2015 were comprised of 35 relationships and were primarily concentrated in commercial and industrial (58%) and commercial real

31

 


 

estate (24%).  All nonaccrual loans are considered impaired and are carried at their estimated collectible amounts.  These loans are believed to have sufficient collateral and are in the process of being collected. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

June 30, 2015

 

December 31, 2014

Nonaccrual loans:

 

 

 

 

 

 

 

Commercial real estate

$

2,141 

 

 

$

2,195 

 

One-to-four family residential

 

1,216 

 

 

 

1,100 

 

Real estate construction

 

416 

 

 

 

73 

 

Commercial

 

5,114 

 

 

 

5,907 

 

Other consumer

 

 -

 

 

 

 

Total nonaccrual loans

 

8,887 

 

 

 

9,276 

 

 

 

 

 

 

 

 

 

Past due 90 days or more:

 

 

 

 

 

 

 

Commercial

 

 -

 

 

 

137 

 

Total past due 90 days or more

 

 -

 

 

 

137 

 

Total nonperforming loans

 

8,887 

 

 

 

9,413 

 

Other real estate

 

2,393 

 

 

 

3,097 

 

Total nonperforming assets

$

11,280 

 

 

$

12,510 

 

 

 

 

 

 

 

 

 

Nonperforming assets to portfolio loans receivable and

 

 

 

 

 

 

 

other real estate

 

0.78 

%

 

 

0.89 

%

Nonperforming loans to portfolio loans receivable

 

0.62 

 

 

 

0.67 

 

Allowance for loan losses to nonperforming loans

 

295.03 

 

 

 

302.26 

 

Government-guaranteed portion of nonperforming loans

$

 -

 

 

$

895 

 

 

 

At  June 30, 2015,  nine credit relationships represented 82% of nonperforming loans.  These were all commercial, commercial real estate lending, or one-to-four family residential relationships and had an aggregate principal balance of $7.3 million and related impairment reserves of $1.8 million.  Cumulative net charge-offs for these nine relationships were $5.5 million as of June 30, 2015

 

Performing loans considered potential problem loans (loans which are not included in the past due or nonaccrual categories but for which known information about possible credit problems causes management to be uncertain as to the ability of the borrowers to comply with the present loan repayment terms) amounted to approximately $35.0 million at June 30, 2015, compared to $34.0 million at December 31, 2014.  Substantially all of these loans were performing in accordance with their present terms at June 30, 2015.  Loans may be monitored by management and reported as potential problem loans for an extended period of time during which management continues to be uncertain as to the ability of certain borrowers to comply with the present loan repayment terms. 

 

At June 30, 2015, other real estate was $2.4 million, down from $3.1 million at December 31, 2014 due to property sales.   During the first six months of 2015, there was one sale of other real estate property, which had a principal value of $0.8 million,  and resulted in a net gain of $0.1 million.  In order to adjust the properties to their fair value, there were total other real estate write-downs of $0.1 million during the first six months of 2015 compared to $0.6 million for the year ended December 31, 2014.

 

At June 30, 2015, the reserve for unfunded loan commitments was $2.3 million, a $0.1 million, or 5%, decrease from the amount at December 31, 2014.  Management believes the amount of the reserve is appropriate and is included in other liabilities on the consolidated statements of financial condition.  The decrease is related primarily to continued improvement in asset quality and a corresponding decline in historical loss ratios used to calculate the reserve.

 

32

 


 

Deposits and Other Borrowings 

 

Our deposits were $1.6 billion at June 30, 2015 and $1.5 billion at December 31, 2014.  The following table shows the composition of deposits at the dates indicated: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Noninterest-bearing demand

$

515,156 

 

$

496,128 

 

$

19,028 

 

3.84 

%

Interest-bearing demand

 

131,547 

 

 

122,342 

 

 

9,205 

 

7.52 

 

Money market accounts

 

496,178 

 

 

461,679 

 

 

34,499 

 

7.47 

 

Savings accounts

 

35,647 

 

 

32,795 

 

 

2,852 

 

8.70 

 

Time deposits of $100,000 or more

 

233,105 

 

 

198,952 

 

 

34,153 

 

17.17 

 

Other time deposits

 

212,813 

 

 

222,103 

 

 

(9,290)

 

(4.18)

 

Total deposits

$

1,624,446 

 

$

1,533,999 

 

$

90,447 

 

5.90 

%

 

We participate in the Certificate of Deposit Account Registry Service (“CDARS”) and CDARS deposits totaled $7.7 million at June 30, 2015 and $3.4 million at December 31, 2014.

 

Other borrowings, which includes short-term federal funds purchased, FHLB borrowings, and repurchase agreements, decreased $3.5 million, or 4%, to $75.8 million during the first six months of 2015.  The decrease primarily reflects the timing of repurchase agreements for the period.   

  

Wholesale funding, including FHLB borrowings, federal funds purchased, and brokered deposits, accounted for 8% of total funding at June  30, 2015.  See further discussion under the “Liquidity” section below.

 

Shareholders’ Equity 

 

Shareholders’ equity increased  $2.9 million, primarily due to net income of $8.7 million combined with an increase of $0.2 million in other comprehensive income, and partially offset by $4.0 million in stock repurchases and $2.3 million in common stock dividends, for the first six months of 2015.  At June  30, 2015, the accumulated other comprehensive loss on available for sale investment securities and derivative instruments (net of tax) was $0.2 million, an improvement from a loss of  $0.4 million at December 31, 2014. 

 

At June 30, 2015, we and Bank SNB continued to exceed all applicable regulatory capital requirements.  See “Capital Requirements” on page 42. 

 

 

33

 


 

RESULTS OF OPERATIONS 

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2015 and 2014 

 

Net income for the second quarter of 2015 of $4.2 million represented a decrease of $2.0 million from the $6.2 million net income recorded for the second quarter of 2014.  Diluted earnings per share were $0.22 for the second quarter of 2015, compared to $0.31 for the second quarter of 2014.  The decrease in quarterly net income was primarily the result of a $4.8 million pre-tax decrease in noninterest income, which is primarily the $4.4 million net gain on the sales of the community bank branches in the second quarter of 2014 and a $0.8 million decrease in net interest income. These decreases are offset in part by a $1.3 million decrease in noninterest expense, a $0.7 million increase in the negative provision for loan losses, and a $1.5 million decrease in taxes.

Provisions for loan losses are booked in the amounts necessary to maintain the allowance for loan losses at an appropriate level at period end after net charge-offs for the period.  (See “Note 3:  Loans and Allowance for Loan Losses” in the Notes to Unaudited Consolidated Financial Statements and “Provision for Loan Losses” on page 41.)  

 

Net Interest Income 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Interest income:

 

 

 

 

 

 

 

 

 

 

 

Loans

$

15,839 

 

$

16,343 

 

$

(504)

 

(3.08)

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency obligations

 

381 

 

 

337 

 

 

44 

 

13.06 

 

Mortgage-backed securities

 

660 

 

 

937 

 

 

(277)

 

(29.56)

 

State and political subdivisions

 

287 

 

 

294 

 

 

(7)

 

(2.38)

 

Other securities

 

 -

 

 

60 

 

 

(60)

 

100.00 

 

Other interest-earning assets

 

288 

 

 

314 

 

 

(26)

 

8.28 

 

Total interest income

 

17,455 

 

 

18,285 

 

 

(830)

 

(4.54)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

30 

 

 

40 

 

 

(10)

 

(25.00)

 

Money market accounts

 

183 

 

 

136 

 

 

47 

 

34.56 

 

Savings accounts

 

 

 

11 

 

 

(2)

 

(18.18)

 

Time deposits of $100,000 or more

 

170 

 

 

338 

 

 

(168)

 

(49.70)

 

Other time deposits

 

470 

 

 

406 

 

 

64 

 

15.76 

 

Other borrowings

 

241 

 

 

223 

 

 

18 

 

8.07 

 

Subordinated debentures

 

561 

 

 

557 

 

 

 

0.72 

 

Total interest expense

 

1,664 

 

 

1,711 

 

 

(47)

 

(2.75)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

$

15,791 

 

$

16,574 

 

$

(783)

 

(4.72)

%

 

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

 

34

 


 

 AVERAGE BALANCES, YIELDS AND RATES 

 

The following table shows average interest-earning assets and interest-bearing liabilities and the average yields and rates on them for the periods indicated.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

2015

 

2014

 

Average

 

 

 

 

Average

 

Average

 

 

 

 

Average

(Dollars in thousands)

Balance

 

Interest

 

Yield/Rate

 

Balance

 

Interest

 

Yield/Rate

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1) (2)

$

1,439,050 

 

$

15,839 

 

4.41 

%

 

$

1,331,126 

 

$

16,343 

 

4.92 

%

Investment securities (2)

 

369,677 

 

 

1,328 

 

1.44 

 

 

 

384,395 

 

 

1,628 

 

1.70 

 

Other interest-earning assets

 

103,943 

 

 

288 

 

1.11 

 

 

 

183,378 

 

 

314 

 

0.69 

 

Total interest-earning assets

 

1,912,670 

 

 

17,455 

 

3.66 

 

 

 

1,898,899 

 

 

18,285 

 

3.86 

 

Other assets

 

58,267 

 

 

 

 

 

 

 

 

49,829 

 

 

 

 

 

 

Total assets

$

1,970,937 

 

 

 

 

 

 

 

$

1,948,728 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

$

137,781 

 

$

30 

 

0.09 

%

 

$

130,232 

 

$

40 

 

0.12 

%

Money market accounts

 

473,993 

 

 

183 

 

0.15 

 

 

 

421,001 

 

 

136 

 

0.13 

 

Savings accounts

 

34,702 

 

 

 

0.10 

 

 

 

43,124 

 

 

11 

 

0.10 

 

Time deposits

 

448,175 

 

 

640 

 

0.57 

 

 

 

493,805 

 

 

744 

 

0.60 

 

Total interest-bearing deposits

 

1,094,651 

 

 

862 

 

0.32 

 

 

 

1,088,162 

 

 

931 

 

0.34 

 

Other borrowings

 

60,568 

 

 

241 

 

1.60 

 

 

 

85,682 

 

 

223 

 

1.04 

 

Subordinated debentures

 

46,393 

 

 

561 

 

4.84 

 

 

 

46,393 

 

 

557 

 

4.80 

 

Total interest-bearing liabilities

 

1,201,612 

 

 

1,664 

 

0.56 

 

 

 

1,220,237 

 

 

1,711 

 

0.56 

 

Noninterest-bearing demand deposits

 

485,984 

 

 

 

 

 

 

 

 

449,364 

 

 

 

 

 

 

Other liabilities

 

10,005 

 

 

 

 

 

 

 

 

10,751 

 

 

 

 

 

 

Shareholders' equity

 

273,336 

 

 

 

 

 

 

 

 

268,376 

 

 

 

 

 

 

Total liabilities and shareholders' equity

$

1,970,937 

 

 

 

 

 

 

 

$

1,948,728 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

$

15,791 

 

3.10 

%

 

 

 

 

$

16,574 

 

3.30 

%

Net interest margin (3)

 

 

 

 

 

 

3.31 

%

 

 

 

 

 

 

 

3.50 

%

Ratio of average interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to average interest-bearing liabilities

 

159.18% 

 

 

 

 

 

 

 

 

155.62% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Average balances include nonaccrual loans.  Fees included in interest income on loans receivable are not considered material. 

 

(2) Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis because it is not considered material.

 

(3) Net interest margin = annualized net interest income / average interest-earning assets

 

 

Compared to the second quarter of 2014, the second quarter 2015 yields on our interest-earning assets decreased 20  basis points, while the rates paid on our interest-bearing liabilities remained stable, resulting in a decrease in the interest rate spread from 3.30% to 3.10%. This reduction was the result of reduced accelerated discount accretion, resulting primarily from the branch sale that occurred in the second quarter of 2014, offset by loan growth when comparing balances to the three months ended June 30, 2014. With the rate environment remaining low, loans and other earning assets are repricing at lower rates. During the quarterly periods ended June 30, 2015 and June 30, 2014, annualized net interest margin was 3.31% and 3.50%, respectively, and for the same periods, the ratio of average interest-earning assets to average interest-bearing liabilities was 159.18%  and 155.62%, respectively. Included in interest income for the second quarter of 2014 was $0.8 million due to accelerated discount accretion attributable to the sale of loans covered by a loss sharing agreement. The net effect of these additional incomes on the net interest margin was a 16 basis point increase in the second quarter of 2014.

35

 


 

RATE VOLUME TABLE 

 

The following table analyzes changes in our interest income and interest expense for the periods indicated.  For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to:  (i) changes in volume (changes in volume multiplied by the prior period’s rate); and (ii) changes in rates (changes in rate multiplied by the prior period’s volume).  Changes in rate-volume (changes in rate multiplied by the changes in volume) are allocated between changes in rate and changes in volume in proportion to the relative contribution of each. 

 

With the rate environment remaining low in the short to mid-term, earning assets and interest bearing liabilities are repricing at lower rates.  The decrease in net interest income is primarily the result of lower interest income from loans and securities, partially offset by lower interest expense on deposits. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

2015 vs. 2014

 

Increase

 

Due to Change

 

Or

 

In Average:

(Dollars in thousands)

(Decrease)

 

Volume

 

Rate

Interest earned on:

 

 

 

 

 

 

 

 

Loans receivable (1)

$

(504)

 

$

1,265 

 

$

(1,769)

Investment securities (1)

 

(300)

 

 

(60)

 

 

(240)

Other interest-earning assets

 

(26)

 

 

(171)

 

 

145 

Total interest income

 

(830)

 

 

1,034 

 

 

(1,864)

 

 

 

 

 

 

 

 

 

Interest paid on:

 

 

 

 

 

 

 

 

Interest-bearing demand

 

(10)

 

 

 

 

(12)

Money market accounts

 

47 

 

 

18 

 

 

29 

Savings accounts

 

(2)

 

 

(2)

 

 

Time deposits

 

(104)

 

 

(77)

 

 

(27)

Other borrowings

 

18 

 

 

(78)

 

 

96 

Subordinated debentures

 

 

 

 -

 

 

Total interest expense

 

(47)

 

 

(136)

 

 

89 

 

 

 

 

 

 

 

 

 

Net interest income

$

(783)

 

$

1,170 

 

$

(1,953)

 

 

 

 

 

 

 

 

 

(1) Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis because it is not considered material.

Noninterest Income 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

Other service charges and fees

$

2,450 

 

$

2,608 

 

$

(158)

 

(6.06)

%

Other noninterest income

 

200 

 

 

168 

 

 

32 

 

19.05 

 

Gain on sale of branches, net

 

 -

 

 

4,378 

 

 

(4,378)

 

(100.00)

 

Gain on sale/call of investment securities

 

138 

 

 

629 

 

 

(491)

 

(78.06)

 

Gain on sales of mortgage loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

621 

 

 

463 

 

 

158 

 

34.13 

 

Total noninterest income

$

3,409 

 

$

8,246 

 

$

(4,837)

 

(58.66)

%

 

Other service charges and fees for the three months ended June 30, 2015 decreased compared to the three months ended June 30, 2014 primarily due to a decrease in direct checking and overdraft charges related to the Kansas branch sales.

 

Other noninterest income for the three months ended June 30, 2015 increased compared to the three months ended June 30, 2014 primarily as a result of bank owned life insurance income. The asset was acquired during the second quarter of 2015.

 

Gain on sale of branches, net consisted of $4.4 million recognized as the pre-tax gain on disposal of the community bank branches in the second quarter of 2014.

 

36

 


 

The gain on sale/call of investment securities for the three months ended June 30, 2015 decreased compared to the three months ended June 30, 2014 $0.5 million due to the sale of a stock investment that was acquired in a prior year repossession in 2014.

 

Gain on sales of mortgage loans for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 is primarily a reflection of the activity in residential mortgage lending. The increase relates to an increase in mortgage lending activity during the year.

 

Noninterest Expense 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

$

8,289 

 

$

8,472 

 

$

(183)

 

(2.16)

%

Occupancy

 

2,201 

 

 

2,253 

 

 

(52)

 

(2.31)

 

Data processing

 

410 

 

 

530 

 

 

(120)

 

(22.64)

 

FDIC and other insurance

 

316 

 

 

314 

 

 

 

0.64 

 

Other real estate (net)

 

112 

 

 

511 

 

 

(399)

 

(78.08)

 

Unfunded loan commitment reserve

 

115 

 

 

12 

 

 

103 

 

858.33 

 

Other general and administrative

 

2,539 

 

 

3,240 

 

 

(701)

 

(21.64)

 

Total noninterest expense

$

13,982 

 

$

15,332 

 

$

(1,350)

 

(8.81)

%

 

The number of full-time equivalent employees increased from 360 at the beginning of the quarter to 361 as of June 30, 2015As of June 30, 2014, the number of full-time equivalent employees was 364.  The decrease in personnel expense from the prior year is primarily the result of the decrease in salary and employee benefit expenses related to the Kansas branch sales, offset in part by increased restricted stock expense and loan personnel expense related to amortized unearned expenses. 

 

The decrease in data processing for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 is the result of a decrease in overall data processing expenses related to the Kansas branch sales and lower volumes.

 

The decrease in other real estate net expenses for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 is primarily the result of a decrease in overall other real estate and related property taxes and other write downs. 

 

The unfunded loan commitment reserve expense for the three months ended June 30, 2015 increased compared to the three months ended June 30, 2014 primarily as a result of an increase in the level of unfunded commitments related to loans originated during the second quarter of 2015.

 

The decrease in other general and administrative for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 is primarily the result of lower legal and marketing expenses. Included in general and administrative expense for June 30, 2015 are legal and consulting fees related to our pending acquisition of Bancshares of approximately $0.2 million. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37

 


 

RESULTS OF OPERATIONS 

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2015 and 2014 

 

Net income for the six months ended June 30, 2015 of $8.7 million represented a decrease of $1.1 million from the $9.8 million net income recorded for the six months ended June 30, 2014.  Diluted earnings per share were $0.46 for the six months ended June 30, 2015, compared to $0.50 for the six months ended June 30, 2014.  The decrease in net income was primarily the result of a $5.1 million decrease in noninterest income, which was primarily due to the pre-tax net gain of $4.4 million on the sales of community bank branches in the second quarter of 2014, and a $1.2 million decrease in net interest income, offset in part by a $1.7 million increase in the negative provision for loan losses from improved asset quality and a $2.3 million decrease in noninterest expense due to decreased general and administrative, personnel, and other real estate expenses.

Provisions for loan losses are booked in the amounts necessary to maintain the allowance for loan losses at an appropriate level at period end after net charge-offs for the period.  (See “Note 3:  Loans and Allowance for Loan Losses” in the Notes to Unaudited Consolidated Financial Statements and “Provision for Loan Losses” on page 41.)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Interest income:

 

 

 

 

 

 

 

 

 

 

 

Loans

$

31,409 

 

$

32,118 

 

$

(709)

 

(2.21)

%

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

U.S. government and agency obligations

 

717 

 

 

764 

 

 

(47)

 

(6.15)

 

Mortgage-backed securities

 

1,378 

 

 

1,826 

 

 

(448)

 

(24.53)

 

State and political subdivisions

 

576 

 

 

590 

 

 

(14)

 

(2.37)

 

Other securities

 

 

 

98 

 

 

(92)

 

93.88 

 

Other interest-earning assets

 

593 

 

 

689 

 

 

(96)

 

13.93 

 

Total interest income

 

34,679 

 

 

36,085 

 

 

(1,406)

 

(3.90)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

63 

 

 

80 

 

 

(17)

 

(21.25)

 

Money market accounts

 

365 

 

 

282 

 

 

83 

 

29.43 

 

Savings accounts

 

17 

 

 

22 

 

 

(5)

 

(22.73)

 

Time deposits of $100,000 or more

 

408 

 

 

787 

 

 

(379)

 

(48.16)

 

Other time deposits

 

844 

 

 

785 

 

 

59 

 

7.52 

 

Other borrowings

 

468 

 

 

448 

 

 

20 

 

4.46 

 

Subordinated debentures

 

1,113 

 

 

1,106 

 

 

 

0.63 

 

Total interest expense

 

3,278 

 

 

3,510 

 

 

(232)

 

(6.61)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

$

31,401 

 

$

32,575 

 

$

(1,174)

 

(3.60)

%

 

 

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

 

 

 

 

 

 

 

 

 

 

38

 


 

 AVERAGE BALANCES, YIELDS AND RATES 

 

The following table shows average interest-earning assets and interest-bearing liabilities and the average yields and rates on them for the periods indicated.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

(Dollars in thousands)

2015

 

2014

 

Average

 

 

 

 

Average

 

Average

 

 

 

 

Average

 

Balance

 

Interest

 

Yield/Rate

 

Balance

 

Interest

 

Yield/Rate

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1) (2)

$

1,429,148 

 

$

31,409 

 

4.43 

%

 

$

1,304,876 

 

$

32,118 

 

4.96 

%

Investment securities (2)

 

368,782 

 

 

2,677 

 

1.46 

 

 

 

386,506 

 

 

3,278 

 

1.71 

 

Other interest-earning assets

 

131,290 

 

 

593 

 

0.91 

 

 

 

231,584 

 

 

689 

 

0.60 

 

Total interest-earning assets

 

1,929,220 

 

 

34,679 

 

3.62 

 

 

 

1,922,966 

 

 

36,085 

 

3.78 

 

Other assets

 

53,888 

 

 

 

 

 

 

 

 

50,036 

 

 

 

 

 

 

Total assets

$

1,983,108 

 

 

 

 

 

 

 

$

1,973,002 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

$

138,335 

 

$

63 

 

0.09 

%

 

$

132,483 

 

$

80 

 

0.12 

%

Money market accounts

 

479,287 

 

 

365 

 

0.15 

 

 

 

428,839 

 

 

282 

 

0.13 

 

Savings accounts

 

34,030 

 

 

17 

 

0.10 

 

 

 

43,939 

 

 

22 

 

0.10 

 

Time deposits

 

441,330 

 

 

1,252 

 

0.57 

 

 

 

512,335 

 

 

1,572 

 

0.62 

 

Total interest-bearing deposits

 

1,092,982 

 

 

1,697 

 

0.31 

 

 

 

1,117,596 

 

 

1,956 

 

0.35 

 

Other borrowings

 

66,405 

 

 

468 

 

1.42 

 

 

 

83,258 

 

 

448 

 

1.09 

 

Subordinated debentures

 

46,393 

 

 

1,113 

 

4.80 

 

 

 

46,393 

 

 

1,106 

 

4.77 

 

Total interest-bearing liabilities

 

1,205,780 

 

 

3,278 

 

0.55 

 

 

 

1,247,247 

 

 

3,510 

 

0.57 

 

Noninterest-bearing demand deposits

 

494,582 

 

 

 

 

 

 

 

 

449,247 

 

 

 

 

 

 

Other liabilities

 

10,458 

 

 

 

 

 

 

 

 

10,621 

 

 

 

 

 

 

Shareholders' equity

 

272,288 

 

 

 

 

 

 

 

 

265,887 

 

 

 

 

 

 

Total liabilities and shareholders' equity

$

1,983,108 

 

 

 

 

 

 

 

$

1,973,002 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income and interest rate spread

 

 

 

$

31,401 

 

3.07 

%

 

 

 

 

$

32,575 

 

3.21 

%

Net interest margin (3)

 

 

 

 

 

 

3.28 

%

 

 

 

 

 

 

 

3.42 

%

Ratio of average interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to average interest-bearing liabilities

 

160.00% 

 

 

 

 

 

 

 

 

154.18% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Average balances include nonaccrual loans.  Fees included in interest income on loans receivable are not considered material. 

 

(2) Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis because it is not considered material.

 

(3) Net interest margin = annualized net interest income / average interest-earning assets

 

 

 

Compared to the six months ended June 30, 2014, the six months ended June 30, 2015 yields on our interest-earning assets decreased 16 basis points, while the rates paid on our interest-bearing liabilities decreased 2 basis points, resulting in a decrease in the interest rate spread from 3.21% to 3.07%. This reduction was the result of reduced accelerated discount accretion, resulting primarily from the branch sale that occurred in the second quarter of 2014, offset by loan growth when comparing balances to the six months ended June 30, 2014. With the rate environment remaining low, loans and other earning assets are repricing at lower rates. During the same periods, annualized net interest margin was 3.28% and 3.42%, respectively, and for the same periods, the ratio of average interest-earning assets to average interest-bearing liabilities increased to 160.00% from  154.18%, respectively. Included in interest income for the first six months of 2014 was $0.8 million due to accelerated discount accretion attributable to the sale of loans covered by a loss sharing agreement and $0.6 million due to the interest recognition resulting from loans returning to accrual status.  The net effect of these adjustments on the net interest margin was a 14 basis point increase for the first six months of 2014.

 

 

 

 

 

39

 


 

RATE VOLUME TABLE 

 

The following table analyzes changes in our interest income and interest expense for the periods indicated.  For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to:  (i) changes in volume (changes in volume multiplied by the prior period’s rate); and (ii) changes in rates (changes in rate multiplied by the prior period’s volume).  Changes in rate-volume (changes in rate multiplied by the changes in volume) are allocated between changes in rate and changes in volume in proportion to the relative contribution of each. 

 

With the rate environment remaining low in the short to mid-term, earning assets and interest bearing liabilities are repricing at lower rates.  The decrease in net interest income is primarily the result of lower interest income from loans and securities, partially offset by lower interest expense on deposits. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30,

 

2015 vs. 2014

 

Increase

 

Due to Change

 

Or

 

In Average:

(Dollars in thousands)

(Decrease)

 

Volume

 

Rate

Interest earned on:

 

 

 

 

 

 

 

 

Loans receivable (1)

$

(709)

 

$

2,905 

 

$

(3,614)

Investment securities (1)

 

(601)

 

 

(145)

 

 

(456)

Other interest-earning assets

 

(96)

 

 

(369)

 

 

273 

Total interest income

 

(1,406)

 

 

2,391 

 

 

(3,797)

 

 

 

 

 

 

 

 

 

Interest paid on:

 

 

 

 

 

 

 

 

Interest-bearing demand

 

(17)

 

 

 

 

(20)

Money market accounts

 

83 

 

 

35 

 

 

48 

Savings accounts

 

(5)

 

 

(5)

 

 

(0)

Time deposits

 

(320)

 

 

(223)

 

 

(97)

Other borrowings

 

20 

 

 

(102)

 

 

122 

Subordinated debentures

 

 

 

 -

 

 

Total interest expense

 

(232)

 

 

(291)

 

 

59 

 

 

 

 

 

 

 

 

 

Net interest income

$

(1,174)

 

$

2,682 

 

$

(3,856)

 

 

 

 

 

 

 

 

 

(1) Interest on tax-exempt loans and securities is not shown on a tax-equivalent basis, because it is not considered material.

 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

Other service charges and fees

$

4,878 

 

$

5,204 

 

$

(326)

 

(6.26)

%

Other noninterest income

 

259 

 

 

238 

 

 

21 

 

8.82 

 

Gain on sale of branches, net

 

 -

 

 

4,378 

 

 

(4,378)

 

100.00 

 

Gain on sale/call of investment securities

 

143 

 

 

764 

 

 

(621)

 

100.00 

 

Gain on sales of mortgage loans:

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

969 

 

 

687 

 

 

282 

 

41.05 

 

Total noninterest income

$

6,249 

 

$

11,271 

 

$

(5,022)

 

(44.56)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Other service charges and fees for the six months ended June 30, 2015 decreased compared to the six months ended June 30, 2014 primarily due to a decrease in direct checking and overdraft charges related to the Kansas branch sales. 

 

Other noninterest income for the six months ended June 30, 2015 increased compared to the six months ended June 30, 2014 primarily as a result of bank owned life insurance income. The asset was acquired during the second quarter of 2015.

40

 


 

 

Gain on sale of branches, net consisted of $4.4 million recognized as the pre-tax gain on disposal of the community bank branches in the second quarter of 2014.

 

The gain on sale/call of investment securities for the six months ended June 30, 2015 decreased $0.6 million compared to the six months ended June 30, 2014 due to the sale of a stock investment that was acquired in a prior year repossession in 2014.

 

Gain on sales of mortgage loans is for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 primarily a reflection of the activity in residential mortgage lending. The increase relates to an increase in mortgage lending activity during the year.

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months

 

 

 

 

 

 

 

ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

2015

 

2014

 

$ Change

 

% Change

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

$

16,203 

 

$

16,598 

 

$

(395)

 

(2.38)

%

Occupancy

 

4,485 

 

 

4,537 

 

 

(52)

 

(1.15)

 

Data processing

 

856 

 

 

1,015 

 

 

(159)

 

(15.67)

 

FDIC and other insurance

 

628 

 

 

711 

 

 

(83)

 

(11.67)

 

Other real estate (net)

 

133 

 

 

579 

 

 

(446)

 

(77.03)

 

Unfunded loan commitment reserve

 

(110)

 

 

97 

 

 

(207)

 

(213.40)

 

Other general and administrative

 

4,869 

 

 

5,902 

 

 

(1,033)

 

(17.50)

 

Total noninterest expense

$

27,064 

 

$

29,439 

 

$

(2,375)

 

(8.07)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

The number of full-time equivalent employees decreased from 364 at June 30, 2014 to 361 as of June 30, 2015.  The decrease in personnel expense from the prior year is primarily the result of the decrease in salary and employee benefit expenses related to the Kansas branch sales, offset in part by increased restricted stock expense and loan personnel expense related to amortized unearned expenses. 

 

The decrease in data processing for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 is the result of a decrease in overall data processing expenses related to the Kansas branch sales and lower volumes.

  

Our financial institution subsidiary pays deposit insurance premiums to the FDIC based on assessment rates.  The decrease for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 is primarily the result of a decrease in the assessment rates, which is due to improvements in asset quality and other factors.   

 

The decrease in other real estate net expenses for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 is primarily the result of a decrease in overall other real estate and related property taxes and other write downs. 

 

The unfunded loan commitment reserve expense decreased for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 primarily as a result of continued improvement in asset quality and the corresponding decline in historical loss ratios used to calculate the reserve. 

 

The decrease in other general and administrative for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014 is primarily the result of lower legal, marketing, consulting, and supplies expenses. Included in general and administrative expense for June 30, 2015 are legal and consulting fees related to our pending acquisition of Bancshares of approximately $0.2 million.  

 

Provisions for Loan Losses  

 

The provision for loan losses is the amount of expense (or credit) that is required to maintain the allowance for losses at an appropriate level based upon the inherent risks in the loan portfolio after the effects of net charge-offs (or recoveries) for the period.  The increase in the negative provision is due to the improvement in the overall quality of the loan portfolio combined with the lower average of historical net charge-offs.  (See “Note 3:  Loans and Allowance for Loan Losses” in the Notes to Unaudited Consolidated Financial Statements and “Loans”) 

41

 


 

 

Taxes on Income 

 

Our income tax expense was $4.9 million for the first six months of 2015 compared to $5.9 million for the first six months of 2014, a decrease of $1.0 million, or 17%.  The decrease in the income tax expense is the result of decreased pretax income and fluctuations in permanent book/tax differences.  The effective tax rate for the first six months of 2015 was 36.10%,  compared to 37.5% as of June 30, 2014. The decline in the effective tax rate includes the impact of an increase in tax exempt income, as a percentage of pre-tax income.   

 

LIQUIDITY 

 

Liquidity is measured by a financial institution’s ability to raise funds through deposits, borrowed funds, capital, or the sale of highly marketable assets such as available for sale investments.  Additional sources of liquidity, including cash flow from the repayment of loans and the sale of participations in outstanding loans, are also considered in determining whether liquidity is satisfactory.  Liquidity is also achieved through growth of deposits, reductions in liquid assets, and accessibility to capital and money markets.  These funds are used to meet deposit withdrawals, maintain reserve requirements, fund loans, and operate the organization. 

  

Southwest and Bank SNB have available various forms of short-term borrowings for cash management and liquidity purposes.  These forms of borrowings include federal funds purchased, securities sold under agreements to repurchase, and borrowings from the Federal Reserve Bank (“FRB”) and the Federal Home Loan Bank of Topeka (“FHLB”). 

 

Bank SNB has approved federal funds purchase lines totaling $65.0 million with three banks.  There was no outstanding balance on these lines at June 30, 2015. Bank SNB is qualified to borrow funds from the FRB through their Borrower-In-Custody (“BIC”) program.  Collateral under this program consists of pledged selected commercial and industrial loans.  Currently the collateral allows Bank SNB to borrow up to $93.3 million.  As of June 30, 2015, no borrowings were made through the BIC program.  In addition, Bank SNB has available a $347.4 million line of credit from the FHLB.  Borrowings under the FHLB lines are secured by investment securities and loans.  At June 30, 2015, Bank SNB’s FHLB line of credit had an outstanding balance of $25.0 million.  (See also “Deposits and Other Borrowings” on page 33

for funds available and “Note 9: Operating Segments” in the Notes to Unaudited Consolidated Financial Statements for a discussion of our funds management unit.) 

 

Bank SNB sells securities under agreements to repurchase with Bank SNB retaining custody of the collateral.  Collateral consists of U.S. government agency obligations, which are designated as pledged with Bank SNB’s safekeeping agent.  These transactions are for one to four day periods.  Outstanding balances under this program were $50.8 million and $54.4 million as of June 30, 2015 and December 31, 2014, respectively. 

 

At June 30, 2015, $212.3 million of the total carrying value of investment securities of $352.3 million were pledged as collateral to secure public and trust deposits, sweep agreements, and borrowings from the FHLB.  Any amount over pledged can be released at any time. 

 

During the first six months of 2015, no category of short-term borrowings had an average balance that exceeded 30% of ending shareholders’ equity. 

 

During the first six months of 2015, cash and cash equivalents increased by $15.8 million, or 11%, to $156.7 million compared to December 31, 2014.  This increase was the net result of cash provided by financing activities of $81.0 million (primarily from net increases in deposits offset in part by a decrease in other borrowings, purchases of treasury stock, and common stock dividends paid) and cash provided by operating activities of $7.3 million, offset in part by cash used in investing activities of $72.5 million (primarily from purchases of available for sale securities, the increase in net loans originated, and the purchase of bank owned life insurance). 

 

CAPITAL REQUIREMENTS 

 

Basel III – United States banking regulators are members of the Basel Committee on Banking Supervision.  This 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).  U.S. banking agencies published the final proposed rules to implement Basel III in the United States (the “Basel III Capital Rules”), which were effective for us January 1, 2015 (subject to a phase-in period for certain provisions).  The Basel III Capital Rules introduce a comprehensive new regulatory framework for U.S. banking organizations, which is consistent with international standards.  The implementation of Basel III is intended to help ensure that banks of all sizes maintain strong capital positions to keep them viable during times of financial stress and severe economic downturns.

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The Basel III Capital Rules, among other things, introduce a new capital measure called “Common Equity Tier 1” (“CET1”), specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and expand the scope of the deductions/adjustments as compared to existing regulations.

 

Under the Basel III Capital Rules, the initial minimum capital ratios that became effective on January 1, 2015 are as follows:

 

·

4.5% CET1 to risk weighted assets

·

6.0% Tier 1 capital to risk weighted assets

·

8.0% Total capital to risk weighted assets

·

4.0% Tier 1 capital to average quarterly assets

 

When fully phased in on January 1, 2019, the Basel III Capital Rules will require us to maintain (i) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a “capital conservation buffer” equal to 2.5% of total risk-weighted assets (the “Capital Buffer”), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the Capital Buffer, (iii) a minimum ratio of Total capital to risk-weighted assets of at least 8.0%, plus the Capital Buffer and (iv) a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average quarterly assets.  The Capital Buffer will be tested on a quarterly basis.  Our ability to pay dividends, discretionary bonuses, or repurchase stock will be restricted unless we maintain the Capital Buffer.  As of June  30, 2015, we are well-capitalized even if we apply the capital buffer, which does not go into effect until future years.

 

The Basel III Capital Rules also prescribe a standardized approach for risk weightings that expand the risk-weighting categories from the four Basel I-derived categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and resulting in higher risk weights for a variety of asset categories. Specific changes to the rules impacting our determination of risk-weighted assets include, a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans, and a 150% risk weight to exposures that are 90 days past due.

 

Banks with under $250 billion in assets are given a one-time, opt-out election under the Basel III Capital Rules to filter from regulatory capital certain accumulated other comprehensive income (“AOCI”) components.  Without this election, a bank must reflect unrealized gains and losses on “available for sale” securities in regulatory capital.  This AOCI opt-out election must be made on a bank’s first regulatory report filed after January 1, 2015. 

 

In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in regulatory capital. Accordingly, amounts reported as accumulated other comprehensive income/loss related to securities available for sale and effective cash flow hedges do not increase or reduce regulatory capital and are not included in the calculation of risk-based capital and leverage ratios. Regulatory agencies for banks and bank holding companies utilize capital guidelines designed to measure capital and take into consideration the risk inherent in both on-balance sheet and off-balance sheet items.

 

Capital Ratios  – Financial holding companies are required to maintain capital ratios set by the FRB in its Risk-Based Capital Guidelines.  At June 30, 2015, we exceeded all applicable capital requirements, having a total risk-based capital ratio of 19.09%, a Tier I risk-based capital ratio of 17.84%, a Tier 1 leverage ratio of 16.12%, and a CET1 ratio of 15.30%.   As of June 30, 2015, Bank SNB met the criteria for classification as “well-capitalized” institutions under the prompt corrective action rules of the Federal Deposit Insurance Act.  Designation as a well-capitalized institution under these regulations does not constitute a recommendation or endorsement of Southwest or Bank SNB by bank regulators.   

 

EFFECTS OF INFLATION 

 

The unaudited consolidated financial statements and related unaudited consolidated financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and practices within the banking industry which require the measurement of financial position and operating results in terms of historical dollars without considering fluctuations in the relative purchasing power of money over time due to inflation.  Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature.  As a result, interest rates have a more significant impact on a financial institution’s performance than do the effects of general levels of inflation. 

 

 

 

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CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES 

 

The accounting and reporting policies followed by Southwest Bancorp, Inc. conform, in all material respects, to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the financial services industry.  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  While we base our estimates on historical experience, current information, and other factors deemed to be relevant, actual results could differ from those estimates. 

 

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.  Accounting policies related to the allowance for loan losses, the valuation of securities, income taxes, goodwill and other intangible assets are considered to be critical, as these policies involve considerable subjective judgment and estimation by management. 

 

There have been no significant changes in our application of critical accounting policies since December 31, 2014.  

 

*   *   *   *   *   *   *

 

 

 

 

 

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

Our income is largely dependent on our net interest income.  We seek to maximize our net interest margin within an acceptable level of interest rate risk.  Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to favorable or unfavorable movements in interest rates.  Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of assets differ significantly from the maturity or repricing characteristics of liabilities.  Net interest income is also affected by changes in the portion of interest-earning assets that are funded by interest-bearing liabilities rather than by other sources of funds such as noninterest-bearing deposits and shareholders’ equity. 

 

We attempt to manage interest rate risk while enhancing net interest margin by adjusting our asset/liability position.  At times, depending on the level of general interest rates, the relationship between long-term and other interest rates, market conditions, and competitive factors, we may increase our interest rate risk position in order to increase its net interest margin.  We monitor interest rate risk and adjust the composition of our rate-sensitive assets and liabilities in order to limit our exposure to changes in interest rates on net interest income over time.  Our asset/liability committee reviews our interest rate risk position and profitability and recommends adjustments.  Our asset/liability committee also reviews the securities portfolio, formulates investment strategies, and oversees the timing and implementation of transactions.  Notwithstanding our interest rate risk management activities, the actual magnitude, direction, and relationship of future interest rates are uncertain and can have adverse effects on net income and liquidity.

 

A principal objective of our asset/liability management effort is to balance the various factors that generate interest rate risk, thereby maintaining our interest rate sensitivity within acceptable risk levels.  To measure our interest rate sensitivity position, we utilize a simulation model that facilitates the forecasting of net interest income over the next twelve month period under a variety of interest rate and growth scenarios. 

 

The earnings simulation model uses numerous assumptions regarding the effect of changes in interest rates on the timing and extent of repricing characteristics, future cash flows, and customer behavior.  These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net income.  Actual results differ from simulated results due to the timing, magnitude, and frequency of interest rate changes and changes in market conditions, cash flows, and management strategies, among other factors.

 

The balance sheet is subject to quarterly testing for six alternative interest rate shock possibilities to indicate the inherent interest rate risk.  Average interest rates are shocked by +/- 100, 200, and 300 basis points (“bp”), although we may elect not to use particular scenarios that we determine are impractical in a current rate environment.  It is management’s goal to structure the balance sheet so that net interest earnings at risk over a twelve-month period and the economic value of equity at risk do not exceed policy guidelines at various interest rate shock levels. 

 

Measures of net interest income at risk produced by simulation analysis are indicators of an institution’s short-term performance in alternative rate environments.  These measures are typically based upon a relatively brief period, usually one year.  They do not necessarily indicate the long-term prospects or economic value of the institution.

 

Estimated Changes in Net Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

Changes in Interest Rates:

+  300 bp

 

+200 bp

 

+100 bp

 

 

 

 

 

 

June 30, 2015

14.46% 

 

8.59% 

 

2.80% 

December 31, 2014

11.96% 

 

7.10% 

 

2.31% 

 

When compared to December 31, 2014, net interest income at risk improved in each of the three interest rate scenarios.  The measured changes in net interest income for all scenarios are in compliance with the established policy limits. 

 

The measures of equity value at risk indicate the ongoing economic value of equity considering the effects of interest rate changes on cash flows, and discounting the cash flows to estimate the present value of assets and liabilities. The difference between these discounted values of the assets and liabilities is the economic value of equity, which, in theory, approximates the fair value of Southwest’s net assets.

 

Estimated Changes in Economic Value of Equity (EVE)

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in Interest Rates:

+300 bp

 

+200 bp

 

+100 bp

 

 

 

 

 

 

June 30, 2015

4.25% 

 

2.33% 

 

0.07% 

December 31, 2014

2.56% 

 

1.09% 

 

(0.52)%

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As of June 30, 2015 the economic value of equity measure improved  in  each of the three rising interest rate scenarios when compared to the December 31, 2014 percentages.  The measured changes in economic value of equity for all scenarios are in compliance with the established policy limits.

 

 

*   *   *   *   *   *   *

 

 

 

ITEM 4. CONTROLS AND PROCEDURES 

 

Disclosure Controls and Procedures 

 

As required by SEC rules, our management evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2015Our Chief Executive Officer and Chief Financial Officer participated in the evaluation.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015. 

 

Changes in Internal Control over Financial Reporting 

 

No changes occurred during the six months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

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PART II:  OTHER INFORMATION 

 

Item 1Legal proceedings 

 

On March 18, 2011, an action entitled Ubaldi, et al. v SLM Corporation (“Sallie Mae”), et al., Case No. 3:11-cv-01320 EDL (the “Ubaldi Case”) was filed in the U.S. District Court for the Northern District of California as a putative class action with respect to certain loans that the plaintiffs claim were made by Sallie Mae.   The loans in question were made by various banks, including Bank SNB, and sold to Sallie Mae.  Plaintiffs claim that Sallie Mae entered into arrangements with chartered banks in order to evade California law and that Sallie Mae is the de facto lender on the loans in question and, as the lender on such loan, Sallie Mae charged interest and late fees that violates California usury law and the California Business and Professions Code. Sallie Mae has denied all claims asserted against it and has stated that it intends to vigorously defend the action.  On March 26, 2014, the Court denied the plaintiffs request to certify the class; however, the Court permitted the plaintiffs to amend the filing to redefine the class. Plaintiffs filed a renewed motion on June 23, 2014. On December 19, 2014, the Court issued a decision on the renewed motion, certifying a class with respect to claims of improper late fees, but denying class certification with respect to plaintiffs’ usury claims.   Plaintiffs thereafter filed a motion seeking leave to amend their complaint to add additional parties, which Sallie Mae opposed, and, on March 24, 2015, the Court denied the plaintiffs motionOn June 5, 2015, the law firm Cohen Milstein Sellers & Toll based in Washington, D.C. entered its appearance as co-counsel on behalf of plaintiffs.

 

Bank SNB is not specifically named in the action.  However, in the first quarter of 2014, Sallie Mae provided Bank SNB with a notice of claims that have been asserted against Sallie Mae in the Ubaldi Case (the “Notice”).  Sallie Mae asserts in the Notice that Bank SNB may have indemnification and/or repurchase obligations pursuant to the ExportSS Agreement dated July 1, 2002 between Sallie Mae and Bank SNB, pursuant to which the loans in question were made by Bank SNB.  Bank SNB has substantial defenses with respect to any claim for indemnification or repurchase ultimately made by Sallie Mae, if any, and intends to vigorously defend against any such claims.

 

In the normal course of business, we are at all times subject to various pending and threatened legal actions.  The relief or damages sought in some of these actions may be substantial.  After reviewing pending and threatened actions with counsel, management currently does not expect that the outcome of such actions will have a material adverse effect on our financial position; however, we are not able to predict whether the outcome of such actions may or may not have a material adverse effect on results of operations in a particular future period as the timing and amount of any resolution of such actions and relationship to the future results of operations are not known.

 

Item 1ARisk Factors 

 

There were no material changes in risk factors during the first six months of 2015 from those disclosed in our Form 10-K for the year ended December 31, 2014.

 

Item 2Unregistered sales of equity securities and use of proceeds 

 

None

 

Item 3:  Defaults upon senior securities 

 

None 

 

Item 4:  Mine Safety Disclosures 

 

Not Applicable 

 

Item 5:  Other information 

 

None  

 

Item 6Exhibits 

 

Exhibit 10.1 Agreement and Plan of Reorganization, dated as of May 27, 2015, by and among Southwest Bancorp, Inc., First Commercial Bancshares, Inc., and First Commercial Bank (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 27, 2015)

Exhibit 10.2 First Amendment to Agreement and Plan of Reorganization, dated as of June 23, 2015, by and among Southwest Bancorp, Inc., First Commercial Bancshares, Inc., and First Commercial Bank (incorporated by reference to Exhibit 2.2 to Registration Statement on Form S-4 (File No. 333-205521) )

Exhibit 31(a), (b)   Rule 13a-14(a)/15d-14(a) Certifications 

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Exhibit 32(a), (b)   18 U.S.C. Section 1350 Certifications 

Exhibit 101   Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements  

 

 

SIGNATURES 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

 

SOUTHWEST BANCORP, INC. 

(Registrant) 

 

 

 

 

 

By:  /s/ Mark W. Funke  

August 7, 2015

Mark W. Funke

President and Chief Executive Officer 

(Principal Executive Officer)

 

Date

 

 

 

By:  /s/ Joe T. Shockley, Jr.

 

August 7, 2015

Joe T. Shockley, Jr.

Executive Vice President and Chief  

Financial Officer  

(Principal Financial Officer) 

 

Date

 

 

 

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