-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VbWf10bXlQ+nqXH4TfnI0g/XYxLtYZ+wePVSPYgKA2Y9Rn5kk2wgp9ymLLx8binj yfsZzelhNFQpWHoNU5vpSw== 0000950123-08-006456.txt : 20080603 0000950123-08-006456.hdr.sgml : 20080603 20080602181010 ACCESSION NUMBER: 0000950123-08-006456 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080602 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST BANCORP INC CENTRAL INDEX KEY: 0000914374 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731136584 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23064 FILM NUMBER: 08875171 BUSINESS ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 BUSINESS PHONE: 4053722230 MAIL ADDRESS: STREET 1: 608 SOUTH MAIN STREET CITY: STILLWATER STATE: OK ZIP: 74074 8-K 1 y59633ke8vk.htm FORM 8-K FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2008
SOUTHWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
         
Oklahoma   000-23064   73-1136584
(State or other jurisdiction   (Commission file   (IRS Employer
of incorporation)   number)   Identification No)
     
608 South Main Street, Stillwater, Oklahoma
(Address of Principal Executive Offices)
  74074
(Zip Code)
Registrant’s telephone number, including area code: (405) 372-2230
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
Signatures


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Item 8.01 Other Events.
Revised Operating Segment Disclosures
(unaudited)
Prior to 2008, Southwest Bancorp, Inc. reported four operating segments: Oklahoma Banking, Other States Banking, Secondary Market, and Other Operations. In the first quarter of 2008, Southwest changed its segment disclosures to report Texas Banking, Kansas Banking, and Other States Banking separately. The following disclosures present operating segment information for 2007 and 2006 using this expanded number of operating segments. It includes management’s discussion and analysis of segment financial condition and results of operations, and revised information originally presented in Note 21 to Southwest’s consolidated financial statements included in its 2007 Annual Report on 10-K. Comparable information for 2005 is not available. The increase in segments had no effect on consolidated financial condition or results.
REVISED OPERATING SEGMENT DISCLOSURE
Managements’ Discussion and Analysis of Financial Condition and Results of Operations
                 
    FOR THE YEAR ENDED
CONTRIBUTION OF OPERATING SEGMENTS   DECEMBER 31,
(Dollars in thousands)   2007   2006
 
Oklahoma banking
  $ 15,937     $ 13,669  
Texas banking
    6,550       4,787  
Kansas banking
    859       501  
Other states banking
    2,163       3,114  
Secondary market
    1,097       5,782  
Other operations
    (5,228 )     (1,856 )
 
Consolidated net income
  $ 21,378     $ 25,997  
 
Oklahoma banking
  $ 876,086     $ 790,347  
Texas banking
    759,389       446,749  
Kansas banking
    282,847       190,982  
Other states banking
    227,235       174,648  
Secondary market
    66,275       188,464  
Other operations
           
 
Consolidated total loans
  $ 2,211,832     $ 1,791,190  
 
Oklahoma banking
  $ 883,156     $ 793,593  
Texas banking
    759,837       449,898  
Kansas banking
    294,927       192,020  
Other states banking
    230,109       177,650  
Secondary market
    71,843       201,131  
Other operations
    324,426       356,336  
 
Consolidated total assets
  $ 2,564,298     $ 2,170,628  
 
Oklahoma banking
  $ 1,278,954     $ 1,161,549  
Texas banking
    127,053       102,909  
Kansas banking
    120,754       57,694  
Other states banking
           
Secondary market
    1,346       763  
Other operations
    530,472       442,696  
 
Consolidated total deposits
  $ 2,058,579     $ 1,765,611  
 
Information for the year ended December 31, 2005 is not available.
Southwest has six reportable operating segments: Oklahoma Banking operations; Texas Banking operations; Kansas Banking operations; Other States Banking operations; loans originated for sale in the secondary market (“Secondary Market”), and Other Operations. These business units were identified through the products and services that are offered within each unit and the geographic area they serve.
Capital is assigned and the credit allocated to each of the segments using Southwest’s risk based capital pricing methodology which assigns capital by asset, deposit, or revenue category based on Credit Risk, Interest Rate Risk, Market Risk, Operational Risk and Liquidity Risk.

 


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In the first quarter of 2008, Southwest changed its segment disclosures to report Texas Banking, Kansas Banking and Other States banking separately. Portfolio loans are allocated based upon the state of the borrower, or the location of the real estate in the case of real estate loans. Loans included in “Other States Banking” ; segment are portfolio loans attributable to thirty-three states other than Oklahoma, Texas, or Kansas, and primarily consist of healthcare and commercial real estate credits. These other states loans are administered by offices in Oklahoma, Texas, or Kansas. The amounts for the years ended December 31, 2007 and 2006 have been revised using the same geographical locations.
The contribution of the Oklahoma Banking segment increased $2.3 million, or 17%, in 2007, primarily as a result of a decrease of $5.2 million in the provision for loan losses and an increase of $1.5 million in noninterest income, offset in part by decreased net interest income of $910,000, increased noninterest expenses of $1.1 million, and a $2.3 million increase in taxes.
The contribution of the Texas Banking segment increased by $1.8 million, or 37%, in 2007, primarily as a result of a $7.2 million increase in net interest income and an increase of $532,000 in noninterest income, offset in part by a $3.4 million increase in noninterest expenses, a $1.4 million increase in taxes, and a $1.2 million increase in the provision for loan loss.
The contribution of the Kansas Banking segment increased by $358,000, or 71%, in 2007, primarily as a result of a $2.1 million increase in net interest income, an increase of $435,000 in noninterest income, and a $252,000 decrease in the provision for loan loss, offset in part by a $2.3 million increase in noninterest expenses and an $140,000 increase in income taxes.
The Other States Banking segment contributed $2.2 million to net income in 2007, a reduction of $951,000, or 31%, from 2006. The reduction occurred primarily as a result of a $1.2 million increase in the provision for loan loss and a $485,000 increase in noninterest expenses, offset in part by a $417,000 decrease in income taxes and a $276,000 increase in net interest income.
At December 31, 2007, the Texas Banking segment accounted for $759.4 million in loans, the Kansas Banking segment accounted for $282.8 million in loans, and the Other States Banking segment accounted for $227.2 million in loans. In total, these segments accounted for $1.3 billion in loans, or 59% of total portfolio loans.
The growth in total portfolio loans from the Oklahoma, Texas, Kansas, and Other States Banking segments more than offset the decline in Secondary Market loans described below.
The Secondary Market segment contributed $1.1 million to net income in 2007, a reduction of $4.7 million, or 81%, from 2006. The reduction occurred primarily in net interest income, which decreased $7.8 million due primarily to the lower volumes of guaranteed student loans. This reduction, and a $276,000 decrease in other noninterest income, was partially offset by a $781,000 decrease in noninterest expense.
The Other Operations segment for 2007 includes the write-off of the $2.5 million cash receivable and the associated legal fees of approximately $785,000, and Stillwater National’s interest as a VISA issuing bank, of VISA USA litigation and settlement costs of $713,000. Also included in this segment are nonbank cash machine operations. Southwest reduced the number of operated machines to 6 as of December 31, 2007 from 90 as of December 31, 2006.

 


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The Oklahoma Banking, Texas Banking, Kansas Banking, and the Other States Banking segments provide the majority of consolidated net interest income and net income, and by year-end 2007 accounted for approximately $2.2 billion, or 85%, of total assets.
The segment disclosures are based upon a number of assumptions and allocations of expense. Southwest allocates resources and evaluates performance of its segments after allocation of funds, indirect expenses, taxes, and capital costs. The funds management unit is included in the Other Operations segment. The value of funds provided and cost of funds borrowed from the funds management unit by the operating segments are internally priced at rates that approximate market rates for funds with similar duration.
Note: Operating Segments (Unaudited)
Southwest operates six principal segments: Oklahoma Banking, Texas Banking, Kansas Banking, Other States Banking, Secondary Market, and Other Operations. The Oklahoma Banking segment and the Texas Banking segment each consists of three operating units that provide lending and deposit services to customers in the states of Oklahoma and Texas, respectively. The Kansas Banking Segment consists of two operating units that provide lending and deposit services to customers in the state of Kansas. The Other States Banking segment provides lending to customers outside Oklahoma, Texas, and Kansas. The Secondary Market segment consists of two operating units: one that provides student lending services to post-secondary students in Oklahoma and several other states and the other that provides residential mortgage lending services to customers in Oklahoma, Texas, and Kansas. Southwest’s fund management unit is included in Other Operations. The primary purpose of this unit is to manage Southwest’s overall liquidity needs and interest rate risk. Each segment borrows funds from and provides funds to the funds management unit as needed to support their operations. The value of funds provided and 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 Other Operations segment also includes SNB Investor Services, corporate investments, consulting subsidiaries, and nonbank cash machine operations.
Southwest identifies reportable segments by type of service provided and geographic location. Operating results are adjusted for intercompany loan participations and borrowings, allocated service costs, and management fees.
The accounting policies of each reportable segment are the same as those of Southwest. 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 internal 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 essentially at the statutory rate. The Other Operations segment records the tax expense or benefit necessary to reconcile to the consolidated financial statements.
Capital is assigned to each of the segments using a risk-based capital pricing methodology that assigns capital ratios by asset, deposit, or revenue category based on Credit Risk, Interest Rate Risk, Market Risk, Operational Risk, and Liquidity Risk. By including capital as a funding component, each operating segment’s performance is more accurately reported leaving fewer unallocated dollars in the fund management unit.
In the first quarter of 2008, Southwest changed its segment disclosures to report Texas, Kansas, and Other States separately. Portfolio loans are allocated based upon the state of the borrower, or the location of the real estate in the case of real estate loans. Loans included in “Other States Banking” segment are portfolio loans attributable to thirty-three states other than Oklahoma, Texas, or Kansas, and primarily consist of healthcare and commercial real estate credits. These other states loans are administered by offices in Oklahoma, Texas, or Kansas. The amounts for the years ended December 31, 2007 and 2006 have been revised using the same geographical locations.

 


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The following table summarizes financial results by operating segment:
                                                         
For the Year Ended December 31, 2007
    Oklahoma   Texas   Kansas   Other States   Secondary   Other   Total
(Dollars in thousands)   Banking   Banking   Banking   Banking   Market   Operations   Company
 
Net interest income (expense)
  $ 48,103     $ 26,711     $ 10,209     $ 6,850     $ 1,738     $ (1,131 )   $ 92,480  
Provision for loan losses
    2,015       4,167       1,211       1,188                   8,581  
Noninterest income
    9,505       1,616       181       119       3,403       1,726       16,550  
Noninterest expenses
    29,710       13,484       7,900       2,255       3,360       8,765       65,474  
 
Income (loss) before taxes
    25,883       10,676       1,279       3,526       1,781       (8,170 )     34,975  
Income tax expense (benefit)
    9,946       4,126       420       1,363       684       (2,942 )     13,597  
 
Net income (loss)
  $ 15,937     $ 6,550     $ 859     $ 2,163     $ 1,097     $ (5,228 )   $ 21,378  
 
Fixed asset expenditures
  $ 1,169     $ 728     $ 545     $     $ 57     $ 788     $ 3,287  
Total loans at period end
    876,086       759,389       282,847       227,235       66,275             2,211,832  
Total assets at period end
    883,156       759,837       294,927       230,109       71,843       324,426       2,564,298  
Total deposits at period end (1)
    1,278,954       127,053       120,754             1,346       530,472       2,058,579  
 
(1)   Brokered Deposits are included in the Oklahoma Banking Segment.
                                                         
For the Year Ended December 31, 2006
    Oklahoma   Texas   Kansas   Other States   Secondary   Other   Total
(Dollars in thousands)   Banking   Banking   Banking   Banking   Market   Operations   Company
 
Net interest income
  $ 49,013     $ 19,496     $ 8,109     $ 6,574     $ 9,555     $ 91     $ 92,838  
Provision for loan losses
    7,183       2,919       1,463                         11,565  
Noninterest income (expense)
    8,035       1,084       (254 )     90       3,679       4,142       16,776  
Noninterest expenses
    28,569       10,098       5,611       1,770       4,141       6,454       56,643  
 
Income (loss) before taxes
    21,296       7,563       781       4,894       9,093       (2,221 )     41,406  
Income tax expense (benefit)
    7,627       2,776       280       1,780       3,311       (365 )     15,409  
 
Net income (loss)
  $ 13,669     $ 4,787     $ 501     $ 3,114     $ 5,782     $ (1,856 )   $ 25,997  
 
Fixed asset expenditures
  $ 455     $ 425     $ 83     $     $     $ 1,952     $ 2,915  
Total loans at period end
    790,347       446,749       190,982       174,648       188,464             1,791,190  
Total assets at period end
    793,593       449,898       192,020       177,650       201,131       356,336       2,170,628  
Total deposits at period end (1)
    1,161,549       102,909       57,694             763       442,696       1,765,611  
 
(1)   Brokered Deposits are included in the Oklahoma Banking Segment.
     Information for the year ended December 31, 2005 is not available.
Item 9.01 Financial Statements and Exhibits.
(a)   Financial statements of businesses acquired. Not applicable.
 
(b)   Pro forma financial information. Not applicable.
 
(c)   Shell company transactions. Not applicable.
 
(d)   Exhibits. Not applicable.

 


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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 hereunto duly authorized.
         
  SOUTHWEST BANCORP, INC.
 
 
  By:   /s/ Rick Green    
    Rick Green   
    President and Chief Executive Officer   
 
Dated: June 2, 2008

 

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