PLANO, Texas, April 22, 2014 /PRNewswire/
-- ViewPoint Financial Group, Inc. (NASDAQ: VPFG) (the
"Company"), the holding company for ViewPoint Bank, N.A. (the
"Bank"), today announced net income of $7.7
million for the quarter ended March
31, 2014, an increase of $438,000, or 6.0%, from the quarter ended
December 31, 2013. Compared to
the first quarter of 2013, net income decreased by $376,000, or 4.7%. Basic and diluted
earnings per share for the quarter ended March 31, 2014, was $0.20, up $0.01
from the linked quarter and down $0.01 from the quarter ended March 31, 2013. Core basic and diluted
earnings per share for the quarter ended March 31, 2014, was $0.21, up $0.01
from the quarter ended March 31,
2013, and unchanged from the linked quarter. Please
see the table labeled "Supplemental Information- Non-GAAP Financial
Measures" at the end of this document to find a reconciliation of
earnings per share calculated per generally accepted accounting
principles ("GAAP") to core (non-GAAP) earnings per
share.
In November 2013, the Company
announced that it had entered into a definitive agreement under
which LegacyTexas Group, Inc. ("LegacyTexas") will merge into the
Company and, immediately thereafter, the Company's bank subsidiary,
ViewPoint Bank, N.A., will merge into LegacyTexas' subsidiary bank,
LegacyTexas Bank. The merger will result in one of the largest
independent banks in the state of Texas, with 51 branches and pro forma assets
of over $5 billion. Under the
terms of the merger agreement, the Company will issue approximately
7.85 million shares of its common stock plus approximately
$115 million in cash for all of the
outstanding stock of LegacyTexas. Each LegacyTexas shareholder will
have the right to elect to receive either Company stock or cash,
subject to proration as specified in the merger agreement.
The transaction is expected to close in the second quarter of
2014.
First Quarter 2014 Performance Highlights
- Loans held for investment, excluding Warehouse Purchase
Program loans, grew $157.7 million,
or 7.7%, from December 31, 2013, with
commercial loans increasing by $137.9
million, or 8.8%, to $1.70
billion at March 31,
2014.
- Non-interest-bearing demand deposits increased to a record
high of $434.5 million at
March 31, 2014, an increase of
$23.5 million on a linked quarter
basis and $41.7 million year over
year.
- Net interest margin increased nine basis points year over
year to 3.73%, while the cost of deposits decreased ten basis
points year over year, from 0.45% for the first quarter of 2013 to
0.35% for the first quarter of 2014.
- Non-performing loans remained low at $22.8 million at March 31,
2014, down $4.9 million year
over year.
"The investments we made last year in our commercial lending
talent and infrastructure continues to pay off," said President and
CEO Kevin Hanigan. "We once again
posted impressive commercial loan growth. In addition, our
non-interest bearing demand deposits increased to a record high of
$434.5 million, much of this fueled
by our commercial banking platform. The completion of our merger
with LegacyTexas this year is an important step towards our goal of
becoming this state's premier community bank."
Financial Highlights
|
At or For the
Quarters Ended
|
|
March
|
|
December
|
|
March
|
(unaudited)
|
2014
|
|
2013
|
|
2013
|
|
(Dollars in
thousands, except per share amounts)
|
Net interest
income
|
$
|
29,585
|
|
|
$
|
30,069
|
|
|
$
|
28,525
|
|
Provision for loan
losses
|
376
|
|
|
616
|
|
|
883
|
|
Non-interest
income
|
4,962
|
|
|
5,005
|
|
|
5,859
|
|
Non-interest
expense
|
22,155
|
|
|
24,128
|
|
|
20,873
|
|
Income tax
expense
|
4,334
|
|
|
3,086
|
|
|
4,570
|
|
Net income
|
$
|
7,682
|
|
|
$
|
7,244
|
|
|
$
|
8,058
|
|
|
|
|
|
|
|
Basic earnings per
common share
|
$
|
0.20
|
|
|
$
|
0.19
|
|
|
$
|
0.21
|
|
Weighted average
common shares outstanding - basic
|
37,775,677
|
|
|
37,686,866
|
|
|
37,529,793
|
|
Estimated Tier 1
risk-based capital ratio1
|
17.88
|
%
|
|
18.17
|
%
|
|
19.56
|
%
|
Tangible common
equity to tangible assets - Non-GAAP 2
|
14.54
|
%
|
|
14.70
|
%
|
|
14.95
|
%
|
|
|
1
|
Calculated at
the ViewPoint Financial Group, Inc. level, which is subject to the
capital adequacy requirements of the Federal Reserve.
|
2
|
See the section
labeled "Supplemental Information- Non-GAAP Financial Measures" at
the end of this document.
|
Net Interest Income and Net Interest Margin
|
For the Quarters
Ended
|
|
March
|
|
December
|
|
March
|
(unaudited)
|
2014
|
|
2013
|
|
2013
|
|
(Dollars in
thousands)
|
Interest
income:
|
|
|
|
|
|
Loans
held for investment, excluding Warehouse Purchase Program
loans 1
|
$
|
26,326
|
|
|
$
|
26,050
|
|
|
$
|
23,136
|
|
Warehouse Purchase Program loans
|
4,062
|
|
|
5,138
|
|
|
7,242
|
|
Securities
|
3,259
|
|
|
3,273
|
|
|
3,010
|
|
Interest-earning deposit accounts
|
57
|
|
|
38
|
|
|
31
|
|
Total interest
income
|
$
|
33,704
|
|
|
$
|
34,499
|
|
|
$
|
33,419
|
|
|
|
|
|
|
|
Net interest
income
|
$
|
29,585
|
|
|
$
|
30,069
|
|
|
$
|
28,525
|
|
Net interest
margin
|
3.73
|
%
|
|
3.83
|
%
|
|
3.64
|
%
|
Selected average
balances:
|
|
|
|
|
|
Total
earning assets
|
$
|
3,170,341
|
|
|
$
|
3,139,253
|
|
|
$
|
3,134,030
|
|
Total
loans
|
$
|
2,511,442
|
|
|
$
|
2,482,274
|
|
|
$
|
2,405,825
|
|
Total
securities
|
$
|
562,607
|
|
|
$
|
592,769
|
|
|
$
|
674,109
|
|
Total
deposits
|
$
|
2,287,496
|
|
|
$
|
2,240,333
|
|
|
$
|
2,160,363
|
|
Total
borrowings
|
$
|
464,723
|
|
|
$
|
468,855
|
|
|
$
|
590,238
|
|
Total
non-interest-bearing demand deposits
|
$
|
414,919
|
|
|
$
|
404,087
|
|
|
$
|
367,217
|
|
Total
interest-bearing liabilities
|
$
|
2,337,300
|
|
|
$
|
2,305,101
|
|
|
$
|
2,383,384
|
|
|
|
1
|
Warehouse Purchase
Program loans are now reported as loans held for investment rather
than as loans held for sale. Please see the Financial Condition
section for further information. Prior periods have been
reclassified to conform to the current presentation.
|
Net interest income for the quarter ended March 31, 2014, was $29.6
million, a $1.1 million
increase from the first quarter of 2013 and a $484,000 decrease from the fourth quarter of
2013. The year-over-year increase was primarily due to a
$775,000 decrease in interest expense
and a $249,000 increase in interest
income on securities. The decrease in net interest income for the
current period compared to the fourth quarter of 2013 was primarily
due to an $800,000 decrease in
interest income earned on loans, partially offset by a $311,000 decrease in interest expense.
Interest income earned on securities increased by $249,000, or 8.3%, compared to the first quarter
of 2013, primarily due to higher yields earned on collateralized
mortgage obligations and mortgage-backed securities, as well as an
increase in the average balance of municipal bonds. Growth of
$475.5 million, or 42.3%, in the
average balance of commercial loans more than offset a $291.3 million decline in average Warehouse
Purchase Program loan balances for the comparable three month
periods ended March 31, 2014, and
2013, resulting in a $10,000 increase
in interest income earned on loans. The increase in interest
income driven by higher commercial loan volume was also partially
offset by lower yields, as the average yield on commercial real
estate and commercial and industrial loans declined by 50 and 40
basis points, respectively, from the first quarter of 2013. The
average yield on loans decreased by 21 basis points to 4.84% for
the first quarter of 2014, compared to 5.05% for the first quarter
of 2013.
The $800,000, or 2.6%, decrease in
interest income earned on loans on a linked quarter basis was
primarily due to lower average yields earned on all loan portfolios
for the comparable periods, as well as a $95.4 million decline in the average balance of
Warehouse Purchase Program loans. The decline in yields and
Warehouse Purchase Program balances was partially offset by a
$129.2 million increase in the
average balance of commercial loans compared to the fourth quarter
of 2013. A $532,000 recovery of
interest on a non-performing loan recognized in the fourth quarter
of 2013 also contributed to the decrease in interest income on a
linked quarter basis.
Interest expense for the first quarter of 2014 decreased by
$775,000, or 15.8%, from the first
quarter of 2013 due to a $441,000, or
18.1%, decrease in interest paid on deposits and a $334,000, or 14.8%, decrease in interest paid on
FHLB advances. The decline in interest paid on deposits was
driven by lower average rates paid on time deposits and
interest-bearing demand deposits, which declined by 47 basis points
and three basis points, respectively, compared to the first quarter
of 2013. The average balance of FHLB advances and other borrowings
declined by $125.5 million, or 21.3%,
from the comparable prior year period, primarily due to lower
average Warehouse Purchase Program balances during the 2014 period,
of which a portion was strategically funded with short-term FHLB
advances. Average interest-bearing liabilities decreased by
$46.1 million to $2.3 billion for the quarter ended March 31, 2014, compared to $2.4 billion for the same period in 2013, while
the average cost of interest-bearing liabilities decreased by 12
basis points to 0.70% for the quarter ended March 31, 2014, compared to 0.82% for the same
period in 2013. The decline in interest expense on a linked quarter
basis was driven primarily by a 24 basis point decline in the
average rate paid on time deposits.
The net interest margin for the first quarter of 2014 was 3.73%,
a nine basis point increase from the first quarter of 2013 and a
ten basis point decrease from the fourth quarter of 2013. Accretion
of interest related to the 2012 Highlands acquisition contributed
five basis points to the net interest margin for the quarter ended
March 31, 2014, compared to ten basis
points for the quarter ended December 31,
2013, and 11 basis points for the quarter ended March 31, 2013. The average yield on earning
assets for the first quarter of 2014 was 4.25%, a two basis point
decrease from the first quarter of 2013 and a 15 basis point
decrease from the fourth quarter of 2013. The cost of
deposits for the first quarter of 2014 was 0.35%, a ten basis point
decrease from the first quarter of 2013 and a five basis point
decrease from the fourth quarter of 2013.
Non-interest Income
Non-interest income for the quarter ended March 31, 2014, was $5.0
million, an $897,000, or
15.3%, decrease from the first quarter of 2013 and a $43,000, or 0.9%, decrease from the fourth
quarter of 2013. The $897,000
decrease from the first quarter of 2013 was primarily attributable
to an $841,000 decrease in other
non-interest income and a $229,000
decrease in gain on the sale and disposition of assets for the
comparable periods. These declines were partially offset by a
$177,000 loss on the sale of
available-for-sale securities recorded in the first quarter of 2013
with no comparable loss recorded in the 2014 period. The decrease
in other non-interest income year over year was primarily due to a
$784,000 increase in the value of an
investment in a community development-oriented private equity fund
used for Community Reinvestment Act purposes recognized in the
first quarter of 2013, compared to an increase of $39,000 recognized in the first quarter of 2014.
The decrease in gain on the sale and disposition of assets year
over year was primarily due to a gain recorded on the payoff of a
purchased credit impaired loan recorded during the 2013 period with
no comparable gain recorded in the 2014 period.
The $43,000 decrease in
non-interest income on a linked quarter basis was primarily due to
a $119,000 decrease in the gain on
sale and disposition of assets, partially offset by a $106,000 increase in other non-interest income.
The decrease in gain on the sale and disposition of assets for the
linked quarters was primarily due to a gain recorded on the payoff
of a purchased credit impaired loan recorded during the 2013 period
with no comparable gain recorded in the 2014 period. The
increase in other non-interest income was primarily due to a
$189,000 prepayment penalty received
in the first quarter of 2014 on a held-to-maturity security, which
was partially offset by a $214,000
increase in the value of an investment in a community
development-oriented private equity fund used for Community
Reinvestment Act purposes recognized in the fourth quarter of 2013,
compared to an increase of $39,000
recognized in the first quarter of 2014.
Non-interest Expenses
Non-interest expense for the quarter ended March 31, 2014, was $22.2
million, a $1.3 million, or
6.1%, increase from the first quarter of 2013 and a $2.0 million, or 8.2%, decrease from the fourth
quarter of 2013. The year-over-year increase in non-interest
expense was primarily due to a $1.2
million increase in salaries and employee benefits expense
and $169,000 in merger and
acquisition costs related to the merger with LegacyTexas. The
increase in salaries and employee benefits expense primarily
reflected increased share-based compensation expense related to
grants that were awarded in February
2013, higher ESOP expense resulting from an increase in the
Company's stock price, and an increase in performance-based
compensation resulting from improvements in performance metrics.
Lower expenses related to advertising and outside professional
services partially offset the increase in salary expense and merger
costs.
The $2.0 million decrease in
non-interest expense on a linked quarter basis was primarily due to
a $494,000 decrease in merger and
acquisition costs related to the merger with LegacyTexas, a
$405,000 decrease in advertising
expense, a $299,000 decrease in
outside professional services expense, and a $225,000 decrease in occupancy and equipment
expense.
Financial Condition
Prior to the December 31, 2013,
reporting period, the Company reported Warehouse Purchase Program
loans as held for sale as we believed that was the most meaningful
presentation to our financial statement users given that the
collection of the loan was based upon the sale of the loan.
Effective December 31, 2013, the
Company concluded that, under US GAAP, these loans should be
accounted for as held for investment. This correction changed the
accounting for Warehouse Purchase Program loans from a
lower-of-cost-or-market accounting method to accounting for the
loans under Accounting Standards Codification ("ASC") 310, with any
credit losses incurred as of the balance sheet date recognized in
the allowance for loan losses. As we had not reported any
valuation decreases below cost in prior periods, and we have
experienced no credit losses on these loans, this correction had no
impact on net income, comprehensive income, earnings per share or
income taxes. Additionally, total assets and shareholders' equity
remained unchanged. However, this correction did impact the
statement of cash flows by moving cash flows associated with the
Warehouse Purchase Program from operating cash flows to investing
cash flows.
Gross loans held for investment at March
31, 2014, excluding Warehouse Purchase Program loans,
increased by $157.7 million, or 7.7%,
from December 31, 2013, and by
$461.8 million, or 26.5%, from
March 31, 2013, with increased
commercial lending driving the growth. Commercial real
estate loan balances at March 31,
2014, increased by $26.9
million, or 2.5%, from December 31,
2013, and by $235.6 million,
or 26.7%, from March 31, 2013.
Commercial and industrial loans at March 31,
2014, increased by $104.2
million, or 23.7%, from December 31,
2013, and $241.1 million, or
79.7%, from March 31, 2013.
Warehouse Purchase Program loans at March
31, 2014, decreased by $82.6
million, or 12.3%, from December 31,
2013, and by $166.6 million,
or 22.0%, from March 31, 2013.
Consumer loans at March 31, 2014,
increased by $19.8 million, or 4.1%,
from December 31, 2013, and decreased
by $30.3 million, or 5.6%, from
March 31, 2013.
Energy loans, which are reported as commercial and industrial
loans, totaled $212.8 million at
March 31, 2014, up $46.3 million from $166.5
million at December 31, 2013.
In May 2013, the Company formed its
Energy Finance group, which focuses on providing loans to private
and public oil and gas companies throughout the United States. The group's offerings also
include the Bank's full array of commercial services, including
Treasury Management and letters of credit.
Total deposits at March 31, 2014,
increased by $104.6 million, or 4.6%,
from December 31, 2013, and by
$156.2 million, or 7.1%, from
March 31, 2013. Since December 31, 2013, non-interest-bearing demand
deposits have grown by $23.5 million
and totaled $434.5 million at
March 31, 2014, or 18.3% of total
deposits, which is a record high for the category and was driven by
higher balances in commercial checking products. Additionally,
compared to December 31, 2013,
savings and money market deposits increased by $40.5 million, while time deposits increased by
$35.7 million.
Total shareholders' equity increased by $5.6 million to $550.1
million at March 31, 2014,
from $544.5 million at December 31, 2013. The Company's tangible
common equity ratio was 14.54% at March 31,
2014, a decrease of 16 basis points from December 31, 2013, and a decrease of 41 basis
points from March 31, 2013.
Credit Quality
|
At or For the
Quarters Ended
|
|
March
|
|
December
|
|
March
|
(unaudited)
|
2014
|
|
2013
|
|
2013
|
|
(Dollars in
thousands)
|
Net
charge-offs
|
$
|
332
|
|
|
$
|
127
|
|
|
$
|
292
|
|
Net
charge-offs/Average loans held for investment, excluding Warehouse
Purchase Program loans 1
|
0.06
|
%
|
|
0.03
|
%
|
|
0.07
|
%
|
Net
charge-offs/Average loans held for investment
1
|
0.05
|
|
|
0.02
|
|
|
0.05
|
|
Provision for loan
losses
|
$
|
376
|
|
|
$
|
616
|
|
|
$
|
883
|
|
Non-performing loans
("NPLs")
|
22,829
|
|
|
22,124
|
|
|
27,721
|
|
NPLs/Total loans held
for investment, excluding Warehouse Purchase Program loans
1
|
1.03
|
%
|
|
1.08
|
%
|
|
1.59
|
%
|
NPLs/Total loans held
for investment 1
|
0.82
|
|
|
0.81
|
|
|
1.11
|
|
Non-performing assets
("NPAs")
|
$
|
23,216
|
|
|
$
|
22,604
|
|
|
$
|
29,226
|
|
NPAs to total
assets
|
0.64
|
%
|
|
0.64
|
%
|
|
0.87
|
%
|
NPAs/Loans held for
investment and foreclosed assets, excluding Warehouse Purchase
Program loans 1
|
1.05
|
|
|
1.10
|
|
|
1.67
|
|
NPAs/Loans held for
investment and foreclosed assets 1
|
0.83
|
|
|
0.83
|
|
|
1.17
|
|
Allowance for loan
losses
|
$
|
19,402
|
|
|
$
|
19,358
|
|
|
$
|
18,642
|
|
Allowance for loan
losses/Total loans held for investment, excluding Warehouse
Purchase Program loans 1
|
0.88
|
%
|
|
0.94
|
%
|
|
1.07
|
%
|
Allowance for loan
losses/Total loans held for investment 1
|
0.69
|
|
|
0.71
|
|
|
0.74
|
|
Allowance for loan
losses/Total Loans held for investment, excluding acquired loans
& Warehouse Purchase Program loans 1, 2
|
0.92
|
|
|
1.00
|
|
|
1.19
|
|
Allowance for loan
losses/NPLs
|
84.99
|
|
|
87.50
|
|
|
67.25
|
|
|
|
1
|
Warehouse Purchase
Program loans are now reported as loans held for investment rather
than as loans held for sale. Please see the Financial Condition
section for further information. Prior periods have been
reclassified to conform to the current presentation.
|
2
|
Excludes loans acquired in 2012 from
Highlands, which were initially recorded at fair value.
|
The Company recorded a provision for loan losses of $376,000 for the quarter ended March 31, 2014, compared to $616,000 for the quarter ended December 31, 2013, and $883,000 for the quarter ended March 31, 2013. Non-performing loans to total
loans held for investment, excluding Warehouse Purchase Program
loans, was 1.03% at March 31, 2014,
compared to 1.08% at December 31,
2013, and 1.59% at March 31,
2013. Non-performing loans totaled $22.8 million at March
31, 2014, a decrease of $4.9
million from March 31, 2013,
and an increase of $705,000 from
December 31, 2013. This linked
quarter increase was primarily attributable to a commercial and
industrial loan totaling $2.0 million
and a commercial real estate loan totaling $558,000, both of which were placed on nonaccrual
status during the first quarter of 2014. The $2.0 million commercial and industrial loan,
which is not past due, was placed on nonaccrual solely due to its
designation as a troubled debt restructuring. The
$558,000 commercial real estate loan
is currently past due, but as a result of our collateral position
in the loan, no specific reserve has been allocated to this loan.
The increase in non-performing loans during the first quarter of
2014 was partially offset by a $609,000 decrease in non-performing consumer real
estate loans.
Net charge-offs totaled $332,000
for the first quarter of 2014, compared to $127,000 for the fourth quarter of 2013, and
$292,000 for the first quarter of
2013. The $332,000 in net
charge-offs for the first quarter of 2014 included $169,000 of charge-offs related to two Small
Business Administration ("SBA") commercial and industrial
loans. Specific reserve allocations were set aside in prior
periods to provide for the portions of these loans not guaranteed
by the SBA.
Subsequent Events
The Company is required under generally accepted accounting
principles to evaluate subsequent events through the filing of its
consolidated financial statements for the quarter ended
March 31, 2014, on Form 10-Q.
As a result, the Company will continue to evaluate the impact of
any subsequent events on critical accounting assumptions and
estimates made as of March 31, 2014,
and will adjust amounts preliminarily reported, if necessary.
Conference Call
The Company will host an investor conference call to review
these results on Wednesday, April 23,
2014, at 8 a.m. Central Time.
Participants are asked to call (toll-free) 1-888-317-6016 at least
five minutes prior to the call. International participants
are asked to call 1-412-317-6016 and participants in Canada are asked to call (toll-free)
1-855-669-9657. The call and corresponding presentation
slides will be webcast live on the home page of the Company's
website, www.viewpointfinancialgroup.com. An audio replay will be
available one hour after the conclusion of the call at
1-877-344-7529, Conference #10042848. This replay, as well as the
webcast, will be available until the Company's next quarterly
webcast/conference call.
About ViewPoint Financial Group, Inc.
ViewPoint Financial Group, Inc. is the holding company for
ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking
offices in the Dallas/Fort Worth
metropolitan area, including two First National Bank of
Jacksboro locations in Jack and
Wise Counties. For more information, please visit
www.viewpointbank.com or www.viewpointfinancialgroup.com.
When used in filings by ViewPoint Financial Group, Inc.
("ViewPoint") with the Securities and Exchange Commission (the
"SEC") in ViewPoint's press releases or other public or shareholder
communications, and in oral statements made with the approval of an
authorized executive officer, the words or phrases "will likely
result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," "intends" or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from historical earnings and those presently anticipated or
projected, including, among other things: the expected cost
savings, synergies and other financial benefits from the
ViewPoint-LegacyTexas merger (the "Merger") might not be realized
within the expected time frames or at all and costs or difficulties
relating to integration matters might be greater than expected; the
requisite regulatory approvals and the approval of the shareholders
of LegacyTexas might not be obtained or other conditions to
completion of the merger set forth in the merger agreement might
not be satisfied or waived; changes in economic conditions;
legislative changes; changes in policies by regulatory agencies;
fluctuations in interest rates; the risks of lending and investing
activities, including changes in the level and direction of loan
delinquencies and write-offs and changes in estimates of the
adequacy of the allowance for loan losses; ViewPoint's ability to
access cost-effective funding; fluctuations in real estate values
and both residential and commercial real estate market conditions;
demand for loans and deposits in ViewPoint's market area; the
industry-wide decline in mortgage production; competition; changes
in management's business strategies and other factors set forth in
ViewPoint's filings with the SEC.
ViewPoint does not undertake - and specifically declines any
obligation - to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. ViewPoint has filed
with the SEC a registration statement on Form S-4, which was
declared effective by the SEC on April
9, 2014. The registration statement includes a proxy
statement/prospectus, which was mailed in definitive form to the
shareholders of LegacyTexas on April
15, 2014. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE
MERGER. Investors may obtain these documents free of charge
at the SEC's website (www.sec.gov). In addition, documents
filed with the SEC by ViewPoint are available free of charge by
accessing ViewPoint's website (www.viewpointfinancialgroup.com,
under "SEC Filings") or by contacting Casey
Farrell at (972) 801-5871.
The directors, executive officers and certain other members
of management and employees of ViewPoint may be deemed to be
participants in the solicitation of proxies in favor of the Merger
from the shareholders of LegacyTexas. Information about the
directors and executive officers of ViewPoint is included in
ViewPoint's proxy statement for its 2014 annual meeting of
shareholders, which was filed with the SEC on April 11, 2014. The directors, executive
officers and certain other members of management and employees of
LegacyTexas may also be deemed to be participants in the
solicitation of proxies in favor of the Merger from the
shareholders of LegacyTexas. Information about the directors
and executive officers of LegacyTexas is included in the proxy
statement/prospectus for the Merger.
VIEWPOINT
FINANCIAL GROUP, INC.
Consolidated
Balance Sheets
|
|
|
March 31,
2014
|
|
December
31,
2013
|
|
September
30,
2013
|
|
June 30,
2013
|
|
March 31,
2013
|
|
(Dollars in
thousands)
|
ASSETS
|
(unaudited)
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
Cash and due from
financial institutions
|
$
|
33,627
|
|
|
$
|
30,012
|
|
|
$
|
33,803
|
|
|
$
|
30,504
|
|
|
$
|
25,724
|
|
Short-term
interest-bearing deposits in other financial
institutions
|
88,238
|
|
|
57,962
|
|
|
40,223
|
|
|
27,280
|
|
|
26,783
|
|
Total
cash and cash equivalents
|
121,865
|
|
|
87,974
|
|
|
74,026
|
|
|
57,784
|
|
|
52,507
|
|
Securities available
for sale, at fair value
|
236,062
|
|
|
248,012
|
|
|
264,657
|
|
|
287,834
|
|
|
315,438
|
|
Securities held to
maturity
|
280,490
|
|
|
294,583
|
|
|
307,822
|
|
|
330,969
|
|
|
329,993
|
|
Total
securities
|
516,552
|
|
|
542,595
|
|
|
572,479
|
|
|
618,803
|
|
|
645,431
|
|
Loans held for
investment:
|
|
|
|
|
|
|
|
|
|
Loans held for
investment - Warehouse Purchase Program 1
|
590,904
|
|
|
673,470
|
|
|
640,028
|
|
|
904,228
|
|
|
757,472
|
|
Loans held for
investment
|
2,207,580
|
|
|
2,049,902
|
|
|
1,933,669
|
|
|
1,835,187
|
|
|
1,745,737
|
|
Gross
loans
|
2,798,484
|
|
|
2,723,372
|
|
|
2,573,697
|
|
|
2,739,415
|
|
|
2,503,209
|
|
Less: allowance for
loan losses and deferred fees on loans held for
investment
|
(21,291)
|
|
|
(20,625)
|
|
|
(19,513)
|
|
|
(19,162)
|
|
|
(18,282)
|
|
Net
loans
|
2,777,193
|
|
|
2,702,747
|
|
|
2,554,184
|
|
|
2,720,253
|
|
|
2,484,927
|
|
FHLB and Federal
Reserve Bank stock, at cost
|
33,632
|
|
|
34,883
|
|
|
29,632
|
|
|
41,475
|
|
|
31,607
|
|
Bank-owned life
insurance
|
35,718
|
|
|
35,565
|
|
|
35,379
|
|
|
35,231
|
|
|
35,078
|
|
Premises and
equipment, net
|
52,736
|
|
|
53,272
|
|
|
52,729
|
|
|
52,865
|
|
|
53,050
|
|
Goodwill
|
29,650
|
|
|
29,650
|
|
|
29,650
|
|
|
29,650
|
|
|
29,650
|
|
Other
assets
|
36,242
|
|
|
38,546
|
|
|
35,528
|
|
|
38,423
|
|
|
41,386
|
|
Total
assets
|
$
|
3,603,588
|
|
|
$
|
3,525,232
|
|
|
$
|
3,383,607
|
|
|
$
|
3,594,484
|
|
|
$
|
3,373,636
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing
demand
|
$
|
434,463
|
|
|
$
|
410,933
|
|
|
$
|
401,136
|
|
|
$
|
384,836
|
|
|
$
|
392,759
|
|
Interest-bearing
demand
|
479,432
|
|
|
474,515
|
|
|
451,248
|
|
|
464,262
|
|
|
481,966
|
|
Savings and money
market
|
945,046
|
|
|
904,576
|
|
|
896,330
|
|
|
887,082
|
|
|
888,874
|
|
Time
|
510,305
|
|
|
474,615
|
|
|
499,228
|
|
|
453,000
|
|
|
449,491
|
|
Total
deposits
|
2,369,246
|
|
|
2,264,639
|
|
|
2,247,942
|
|
|
2,189,180
|
|
|
2,213,090
|
|
FHLB
advances
|
607,996
|
|
|
639,096
|
|
|
511,166
|
|
|
800,208
|
|
|
564,221
|
|
Repurchase agreement
and other borrowings
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
|
25,000
|
|
Accrued expenses and
other liabilities
|
51,247
|
|
|
52,037
|
|
|
59,410
|
|
|
46,662
|
|
|
40,358
|
|
Total
liabilities
|
3,053,489
|
|
|
2,980,772
|
|
|
2,843,518
|
|
|
3,061,050
|
|
|
2,842,669
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
|
|
|
|
Common
stock
|
399
|
|
|
399
|
|
|
400
|
|
|
399
|
|
|
399
|
|
Additional paid-in
capital
|
379,578
|
|
|
377,657
|
|
|
375,563
|
|
|
373,378
|
|
|
373,492
|
|
Retained
earnings
|
186,126
|
|
|
183,236
|
|
|
180,787
|
|
|
176,569
|
|
|
172,386
|
|
Accumulated other
comprehensive income (loss), net
|
78
|
|
|
(383)
|
|
|
155
|
|
|
271
|
|
|
2,239
|
|
Unearned Employee
Stock Ownership Plan (ESOP) shares
|
(16,082)
|
|
|
(16,449)
|
|
|
(16,816)
|
|
|
(17,183)
|
|
|
(17,549)
|
|
Total shareholders'
equity
|
550,099
|
|
|
544,460
|
|
|
540,089
|
|
|
533,434
|
|
|
530,967
|
|
Total liabilities and
shareholders' equity
|
$
|
3,603,588
|
|
|
$
|
3,525,232
|
|
|
$
|
3,383,607
|
|
|
$
|
3,594,484
|
|
|
$
|
3,373,636
|
|
1
|
Warehouse Purchase
Program loans are now reported as loans held for investment rather
than as loans held for sale. Please see the Financial Condition
section for further information. Prior periods have been
reclassified to conform to the current presentation.
|
VIEWPOINT
FINANCIAL GROUP, INC.
Consolidated
Quarterly Statements of Income (unaudited)
|
|
|
For the Quarters
Ended
|
|
First Quarter 2014
Compared to:
|
|
Mar 31,
2014
|
|
Dec 31,
2013
|
|
Sep 30,
2013
|
|
Jun 30,
2013
|
|
Mar 31,
2013
|
|
Fourth
Quarter
2013
|
|
First
Quarter
2013
|
Interest and
dividend income
|
(Dollars in
thousands)
|
Loans, including fees
|
$
|
30,388
|
|
|
$
|
31,188
|
|
|
$
|
30,805
|
|
|
$
|
32,151
|
|
|
$
|
30,378
|
|
|
$
|
(800)
|
|
(2.6)%
|
|
|
$
|
10
|
|
0.03
|
%
|
Taxable securities
|
2,565
|
|
|
2,583
|
|
|
2,337
|
|
|
2,457
|
|
|
2,403
|
|
|
(18)
|
|
(0.7)
|
|
|
162
|
|
6.7
|
|
Nontaxable securities
|
564
|
|
|
562
|
|
|
568
|
|
|
529
|
|
|
474
|
|
|
2
|
|
0.4
|
|
|
90
|
|
19.0
|
|
Interest-bearing
deposits in other financial institutions
|
57
|
|
|
38
|
|
|
32
|
|
|
25
|
|
|
31
|
|
|
19
|
|
50.0
|
|
|
26
|
|
83.9
|
|
FHLB and Federal Reserve Bank stock
|
130
|
|
|
128
|
|
|
133
|
|
|
134
|
|
|
133
|
|
|
2
|
|
1.6
|
|
|
(3)
|
|
(2.3)
|
|
|
33,704
|
|
|
34,499
|
|
|
33,875
|
|
|
35,296
|
|
|
33,419
|
|
|
(795)
|
|
(2.3)
|
|
|
285
|
|
0.9
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
1,991
|
|
|
2,252
|
|
|
2,411
|
|
|
2,450
|
|
|
2,432
|
|
|
(261)
|
|
(11.6)
|
|
|
(441)
|
|
(18.1)
|
|
FHLB advances
|
1,927
|
|
|
1,971
|
|
|
2,066
|
|
|
2,205
|
|
|
2,261
|
|
|
(44)
|
|
(2.2)
|
|
|
(334)
|
|
(14.8)
|
|
Repurchase agreement
|
201
|
|
|
206
|
|
|
206
|
|
|
203
|
|
|
201
|
|
|
(5)
|
|
(2.4)
|
|
|
—
|
|
—
|
|
Other borrowings
|
—
|
|
|
1
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
(100.0)
|
|
|
—
|
|
—
|
|
|
4,119
|
|
|
4,430
|
|
|
4,687
|
|
|
4,858
|
|
|
4,894
|
|
|
(311)
|
|
(7.0)
|
|
|
(775)
|
|
(15.8)
|
|
Net interest
income
|
29,585
|
|
|
30,069
|
|
|
29,188
|
|
|
30,438
|
|
|
28,525
|
|
|
(484)
|
|
(1.6)
|
|
|
1,060
|
|
3.7
|
|
Provision (benefit)
for loan losses
|
376
|
|
|
616
|
|
|
(158)
|
|
|
1,858
|
|
|
883
|
|
|
(240)
|
|
(39.0)
|
|
|
(507)
|
|
(57.4)
|
|
Net interest income
after provision (benefit) for loan losses
|
29,209
|
|
|
29,453
|
|
|
29,346
|
|
|
28,580
|
|
|
27,642
|
|
|
(244)
|
|
(0.8)
|
|
|
1,567
|
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
charges and fees
|
4,298
|
|
|
4,259
|
|
|
4,460
|
|
|
4,768
|
|
|
4,291
|
|
|
39
|
|
0.9
|
|
|
7
|
|
0.2
|
|
Other
charges and fees
|
210
|
|
|
246
|
|
|
300
|
|
|
179
|
|
|
212
|
|
|
(36)
|
|
(14.6)
|
|
|
(2)
|
|
(0.9)
|
|
Bank-owned life insurance income
|
153
|
|
|
186
|
|
|
148
|
|
|
153
|
|
|
162
|
|
|
(33)
|
|
(17.7)
|
|
|
(9)
|
|
(5.6)
|
|
Loss on
sale of available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177)
|
|
|
—
|
|
—
|
|
|
177
|
|
(100.0)
|
|
Gain on
sale and disposition of assets
|
1
|
|
|
120
|
|
|
41
|
|
|
444
|
|
|
230
|
|
|
(119)
|
|
(99.2)
|
|
|
(229)
|
|
(99.6)
|
|
Other
|
300
|
|
|
194
|
|
|
277
|
|
|
199
|
|
|
1,141
|
|
|
106
|
|
54.6
|
|
|
(841)
|
|
(73.7)
|
|
|
4,962
|
|
|
5,005
|
|
|
5,226
|
|
|
5,743
|
|
|
5,859
|
|
|
(43)
|
|
(0.9)
|
|
|
(897)
|
|
(15.3)
|
|
Non-interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and employee benefits
|
14,132
|
|
|
14,339
|
|
|
13,546
|
|
|
12,528
|
|
|
12,915
|
|
|
(207)
|
|
(1.4)
|
|
|
1,217
|
|
9.4
|
|
Merger
and acquisition costs
|
169
|
|
|
663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(494)
|
|
(74.5)
|
|
|
169
|
|
N/M
1
|
Advertising
|
355
|
|
|
760
|
|
|
666
|
|
|
751
|
|
|
513
|
|
|
(405)
|
|
(53.3)
|
|
|
(158)
|
|
(30.8)
|
|
Occupancy and equipment
|
1,892
|
|
|
2,117
|
|
|
1,830
|
|
|
1,938
|
|
|
1,790
|
|
|
(225)
|
|
(10.6)
|
|
|
102
|
|
5.7
|
|
Outside
professional services
|
525
|
|
|
824
|
|
|
682
|
|
|
570
|
|
|
684
|
|
|
(299)
|
|
(36.3)
|
|
|
(159)
|
|
(23.2)
|
|
Regulatory assessments
|
628
|
|
|
619
|
|
|
629
|
|
|
650
|
|
|
579
|
|
|
9
|
|
1.5
|
|
|
49
|
|
8.5
|
|
Data
processing
|
1,662
|
|
|
1,747
|
|
|
1,733
|
|
|
1,729
|
|
|
1,518
|
|
|
(85)
|
|
(4.9)
|
|
|
144
|
|
9.5
|
|
Office
operations
|
1,680
|
|
|
1,781
|
|
|
1,603
|
|
|
1,751
|
|
|
1,648
|
|
|
(101)
|
|
(5.7)
|
|
|
32
|
|
1.9
|
|
Other
|
1,112
|
|
|
1,278
|
|
|
1,484
|
|
|
1,786
|
|
|
1,226
|
|
|
(166)
|
|
(13.0)
|
|
|
(114)
|
|
(9.3)
|
|
|
22,155
|
|
|
24,128
|
|
|
22,173
|
|
|
21,703
|
|
|
20,873
|
|
|
(1,973)
|
|
(8.2)
|
|
|
1,282
|
|
6.1
|
|
Income before income
tax expense
|
12,016
|
|
|
10,330
|
|
|
12,399
|
|
|
12,620
|
|
|
12,628
|
|
|
1,686
|
|
16.3
|
|
|
(612)
|
|
(4.8)
|
|
Income tax
expense
|
4,334
|
|
|
3,086
|
|
|
4,187
|
|
|
4,446
|
|
|
4,570
|
|
|
1,248
|
|
40.4
|
|
|
(236)
|
|
(5.2)
|
|
Net income
|
$
|
7,682
|
|
|
$
|
7,244
|
|
|
$
|
8,212
|
|
|
$
|
8,174
|
|
|
$
|
8,058
|
|
|
$
|
438
|
|
6.0
|
%
|
|
$
|
(376)
|
|
(4.7)%
|
|
VIEWPOINT
FINANCIAL GROUP, INC.
Selected Financial
Highlights (unaudited)
|
|
|
At or For the
Quarters Ended
|
|
March
|
|
December
|
|
March
|
|
2014
|
|
2013
|
|
2013
|
|
(Dollars in
thousands, except share and per share amounts)
|
SHARE
DATA:
|
|
|
|
|
|
Weighted average
common shares outstanding- basic
|
37,775,677
|
|
|
37,686,866
|
|
|
37,529,793
|
|
Weighted average
common shares outstanding- diluted
|
38,019,519
|
|
|
37,911,775
|
|
|
37,681,402
|
|
Shares outstanding at
end of period
|
39,946,560
|
|
|
39,938,816
|
|
|
39,948,031
|
|
Income available to
common shareholders1
|
$
|
7,592
|
|
|
$
|
7,147
|
|
|
$
|
7,994
|
|
Basic earnings per
common share
|
0.20
|
|
|
0.19
|
|
|
0.21
|
|
Diluted earnings per
common share
|
0.20
|
|
|
0.19
|
|
|
0.21
|
|
Dividends declared
per share 2
|
0.12
|
|
|
0.12
|
|
|
—
|
|
Total shareholders'
equity
|
550,099
|
|
|
544,460
|
|
|
530,967
|
|
Common shareholders'
equity per share (book value per share)
|
13.77
|
|
|
13.63
|
|
|
13.29
|
|
Tangible book value
per share- Non-GAAP3
|
13.00
|
|
|
12.86
|
|
|
12.51
|
|
Market value per
share for the quarter:
|
|
|
|
|
|
High
|
28.85
|
|
|
27.66
|
|
|
21.75
|
|
Low
|
23.73
|
|
|
20.19
|
|
|
19.94
|
|
Close
|
$
|
28.85
|
|
|
$
|
27.45
|
|
|
$
|
20.11
|
|
KEY
RATIOS:
|
|
|
|
|
|
Return on average
common shareholders' equity
|
5.62
|
%
|
|
5.34
|
%
|
|
6.11
|
%
|
Return on average
assets
|
0.92
|
|
|
0.87
|
|
|
0.97
|
|
Efficiency
ratio4
|
63.39
|
|
|
67.07
|
|
|
61.86
|
|
Estimated Tier 1
risk-based capital ratio5
|
17.88
|
|
|
18.17
|
|
|
19.56
|
|
Estimated total
risk-based capital ratio5
|
18.55
|
|
|
18.85
|
|
|
20.29
|
|
Estimated Tier 1
leverage ratio5
|
15.66
|
|
|
15.67
|
|
|
15.16
|
|
Tangible equity to
tangible assets- Non-GAAP3
|
14.54
|
%
|
|
14.70
|
%
|
|
14.95
|
%
|
Number of employees-
full-time equivalent
|
549
|
|
|
561
|
|
|
566
|
|
1
|
Net of distributed
and undistributed earnings to participating securities
|
2
|
The quarter ended
March 2013, does not include a dividend declaration as the Company
accelerated the payment of its first quarter 2013 dividend, making
two dividend payments of $0.10 each in the fourth quarter
2012.
|
3
|
See the section
labeled "Supplemental Information- Non-GAAP Financial Measures" at
the end of this document.
|
4
|
Calculated by
dividing total non-interest expense by net interest income plus
non-interest income, excluding gain (loss) on foreclosed assets,
amortization of intangible assets, gains (losses) from securities
transactions, merger and acquisition costs and other non-recurring
items.
|
5
|
Calculated at the
ViewPoint Financial Group, Inc. level, which is subject to the
capital adequacy requirements of the Federal Reserve.
|
VIEWPOINT
FINANCIAL GROUP, INC.
Selected Loan Data
(unaudited)
|
|
|
Ending Balances
at
|
|
March 31,
2014
|
|
December
31,
2013
|
|
September
30,
2013
|
|
June 30,
2013
|
|
March 31,
2013
|
Loans:
|
(Dollars in
thousands)
|
Commercial real
estate
|
$
|
1,118,059
|
|
|
$
|
1,091,200
|
|
|
$
|
1,035,383
|
|
|
$
|
990,227
|
|
|
$
|
882,492
|
|
Warehouse Purchase
Program loans
|
590,904
|
|
|
673,470
|
|
|
640,028
|
|
|
904,228
|
|
|
757,472
|
|
Commercial and
industrial loans:
|
|
|
|
|
|
|
|
|
|
Commercial
|
517,247
|
|
|
425,030
|
|
|
373,390
|
|
|
288,054
|
|
|
271,605
|
|
Warehouse lines of credit
|
26,333
|
|
|
14,400
|
|
|
17,356
|
|
|
24,977
|
|
|
30,861
|
|
Total commercial and
industrial loans
|
543,580
|
|
|
439,430
|
|
|
390,746
|
|
|
313,031
|
|
|
302,466
|
|
Construction and land
loans:
|
|
|
|
|
|
|
|
|
|
Commercial construction and land
|
34,465
|
|
|
27,619
|
|
|
13,045
|
|
|
14,491
|
|
|
15,042
|
|
Consumer
construction and land
|
2,604
|
|
|
2,628
|
|
|
2,307
|
|
|
5,980
|
|
|
6,531
|
|
Total construction
and land loans
|
37,069
|
|
|
30,247
|
|
|
15,352
|
|
|
20,471
|
|
|
21,573
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
Consumer
real estate
|
463,857
|
|
|
441,226
|
|
|
442,073
|
|
|
459,076
|
|
|
484,068
|
|
Other
consumer loans
|
45,015
|
|
|
47,799
|
|
|
50,115
|
|
|
52,382
|
|
|
55,138
|
|
Total
consumer
|
508,872
|
|
|
489,025
|
|
|
492,188
|
|
|
511,458
|
|
|
539,206
|
|
Gross
loans held for investment
|
$
|
2,798,484
|
|
|
$
|
2,723,372
|
|
|
$
|
2,573,697
|
|
|
$
|
2,739,415
|
|
|
$
|
2,503,209
|
|
Non-performing
assets:
|
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
8,110
|
|
|
$
|
7,604
|
|
|
$
|
7,770
|
|
|
$
|
8,625
|
|
|
$
|
12,696
|
|
Commercial and
industrial
|
5,990
|
|
|
5,141
|
|
|
5,788
|
|
|
6,849
|
|
|
6,807
|
|
Consumer real
estate
|
8,203
|
|
|
8,812
|
|
|
8,237
|
|
|
7,913
|
|
|
7,840
|
|
Other consumer
loans
|
526
|
|
|
567
|
|
|
512
|
|
|
412
|
|
|
378
|
|
Total
non-performing loans
|
22,829
|
|
|
22,124
|
|
|
22,307
|
|
|
23,799
|
|
|
27,721
|
|
Foreclosed
assets
|
387
|
|
|
480
|
|
|
428
|
|
|
557
|
|
|
1,505
|
|
Total
non-performing assets
|
$
|
23,216
|
|
|
$
|
22,604
|
|
|
$
|
22,735
|
|
|
$
|
24,356
|
|
|
$
|
29,226
|
|
Total non-performing
assets to total assets
|
0.64
|
%
|
|
0.64
|
%
|
|
0.67
|
%
|
|
0.68
|
%
|
|
0.87
|
%
|
Total non-performing
loans to total loans held for investment, excluding Warehouse
Purchase Program loans 1
|
1.03
|
%
|
|
1.08
|
%
|
|
1.15
|
%
|
|
1.30
|
%
|
|
1.59
|
%
|
Total non-performing
loans to total loans held for investment 1
|
0.82
|
%
|
|
0.81
|
%
|
|
0.87
|
%
|
|
0.87
|
%
|
|
1.11
|
%
|
Allowance for loan
losses to non-performing loans
|
84.99
|
%
|
|
87.50
|
%
|
|
84.59
|
%
|
|
81.00
|
%
|
|
67.25
|
%
|
Allowance for loan
losses to total loans held for investment, excluding Warehouse
Purchase Program loans 1
|
0.88
|
%
|
|
0.94
|
%
|
|
0.98
|
%
|
|
1.05
|
%
|
|
1.07
|
%
|
Allowance for loan
losses to total loans held for investment 1
|
0.69
|
%
|
|
0.71
|
%
|
|
0.73
|
%
|
|
0.70
|
%
|
|
0.74
|
%
|
Allowance for loan
losses to total loans held for investment excluding acquired loans
and Warehouse Purchase Program loans 1, 2
|
0.92
|
%
|
|
1.00
|
%
|
|
1.05
|
%
|
|
1.15
|
%
|
|
1.19
|
%
|
Troubled debt
restructured loans ("TDRs"):
|
|
|
|
|
|
|
|
|
|
Performing TDRs:
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,372
|
|
Commercial and industrial
|
167
|
|
|
185
|
|
|
190
|
|
|
196
|
|
|
202
|
|
Construction and land
|
2
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
4
|
|
Consumer
real estate
|
732
|
|
|
737
|
|
|
741
|
|
|
744
|
|
|
959
|
|
Other
consumer loans
|
44
|
|
|
47
|
|
|
51
|
|
|
54
|
|
|
62
|
|
Total performing
TDRs
|
$
|
945
|
|
|
$
|
971
|
|
|
$
|
985
|
|
|
$
|
998
|
|
|
$
|
4,599
|
|
Non-performing
TDRs:3
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
$
|
7,401
|
|
|
$
|
7,446
|
|
|
$
|
7,559
|
|
|
$
|
8,344
|
|
|
$
|
11,786
|
|
Commercial and industrial
|
2,333
|
|
|
349
|
|
|
277
|
|
|
75
|
|
|
71
|
|
Consumer
real estate
|
3,024
|
|
|
3,070
|
|
|
2,690
|
|
|
2,215
|
|
|
2,018
|
|
Other
consumer loans
|
471
|
|
|
503
|
|
|
470
|
|
|
317
|
|
|
261
|
|
Total non-performing
TDRs
|
$
|
13,229
|
|
|
$
|
11,368
|
|
|
$
|
10,996
|
|
|
$
|
10,951
|
|
|
$
|
14,136
|
|
Allowance for loan
losses:
|
|
|
|
|
|
|
|
|
|
Balance at beginning
of period
|
19,358
|
|
|
18,869
|
|
|
19,277
|
|
|
18,642
|
|
|
18,051
|
|
Provision expense (benefit)
|
376
|
|
|
616
|
|
|
(158)
|
|
|
1,858
|
|
|
883
|
|
Charge-offs
|
(471)
|
|
|
(255)
|
|
|
(356)
|
|
|
(1,394)
|
|
|
(476)
|
|
Recoveries
|
139
|
|
|
128
|
|
|
106
|
|
|
171
|
|
|
184
|
|
Balance at end of
period
|
$
|
19,402
|
|
|
$
|
19,358
|
|
|
$
|
18,869
|
|
|
$
|
19,277
|
|
|
$
|
18,642
|
|
Net charge-offs
(recoveries):
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
716
|
|
|
$
|
56
|
|
Commercial and industrial
|
192
|
|
|
43
|
|
|
204
|
|
|
64
|
|
|
172
|
|
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
Consumer
real estate
|
77
|
|
|
14
|
|
|
(18)
|
|
|
320
|
|
|
23
|
|
Other
consumer loans
|
63
|
|
|
70
|
|
|
30
|
|
|
123
|
|
|
10
|
|
Total net
charge-offs
|
$
|
332
|
|
|
$
|
127
|
|
|
$
|
250
|
|
|
$
|
1,223
|
|
|
$
|
292
|
|
|
|
|
|
|
|
|
|
|
|
1
Warehouse Purchase Program loans are now reported as loans held for
investment rather than as loans held for sale. Please see the
Financial Condition section for further information. Prior periods
have been reclassified to conform to the current
presentation.
|
2 Excludes loans acquired from
Highlands, which were initially recorded at fair value.
|
3
Non-performing TDRs are included in the non-performing assets
reported above.
|
VIEWPOINT
FINANCIAL GROUP, INC.
Average Balances
and Yields/Rates (unaudited)
|
|
|
For the Quarters
Ended
|
|
March 31,
2014
|
|
December
31,
2013
|
|
September
30,
2013
|
|
June 30,
2013
|
|
March 31,
2013
|
Loans:
|
(Dollars in
thousands)
|
Commercial real estate
|
$
|
1,130,304
|
|
|
$
|
1,077,112
|
|
|
$
|
1,007,449
|
|
|
$
|
961,631
|
|
|
$
|
839,155
|
|
Warehouse Purchase Program loans
|
446,935
|
|
|
542,367
|
|
|
685,852
|
|
|
755,577
|
|
|
738,234
|
|
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
Commercial
|
449,867
|
|
|
376,557
|
|
|
316,506
|
|
|
288,481
|
|
|
257,510
|
|
Warehouse lines of
credit
|
17,988
|
|
|
15,316
|
|
|
21,077
|
|
|
27,670
|
|
|
26,037
|
|
Consumer
real estate
|
440,662
|
|
|
441,722
|
|
|
453,939
|
|
|
476,226
|
|
|
504,965
|
|
Other
consumer loans
|
46,453
|
|
|
49,202
|
|
|
51,414
|
|
|
53,759
|
|
|
57,164
|
|
Less:
deferred fees and allowance for loan loss
|
(20,767)
|
|
|
(20,002)
|
|
|
(18,982)
|
|
|
(18,649)
|
|
|
(17,240)
|
|
Loans
receivable
|
2,511,442
|
|
|
2,482,274
|
|
|
2,517,255
|
|
|
2,544,695
|
|
|
2,405,825
|
|
Securities
|
562,607
|
|
|
592,769
|
|
|
640,041
|
|
|
680,931
|
|
|
674,109
|
|
Overnight
deposits
|
96,292
|
|
|
64,210
|
|
|
54,860
|
|
|
45,810
|
|
|
54,096
|
|
Total interest-earning
assets
|
$
|
3,170,341
|
|
|
$
|
3,139,253
|
|
|
$
|
3,212,156
|
|
|
$
|
3,271,436
|
|
|
$
|
3,134,030
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand
|
$
|
460,745
|
|
|
$
|
455,983
|
|
|
$
|
448,241
|
|
|
$
|
459,433
|
|
|
$
|
465,385
|
|
Savings
and money market
|
918,636
|
|
|
902,019
|
|
|
892,355
|
|
|
883,507
|
|
|
877,690
|
|
Time
|
493,196
|
|
|
478,244
|
|
|
458,431
|
|
|
451,110
|
|
|
450,071
|
|
FHLB advances and
other borrowings
|
464,723
|
|
|
468,855
|
|
|
587,651
|
|
|
679,693
|
|
|
590,238
|
|
Total interest-bearing
liabilities
|
$
|
2,337,300
|
|
|
$
|
2,305,101
|
|
|
$
|
2,386,678
|
|
|
$
|
2,473,743
|
|
|
$
|
2,383,384
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
$
|
3,354,668
|
|
|
$
|
3,318,500
|
|
|
$
|
3,390,837
|
|
|
$
|
3,453,699
|
|
|
$
|
3,322,899
|
|
Non-interest-bearing
demand deposits
|
$
|
414,919
|
|
|
$
|
404,087
|
|
|
$
|
405,344
|
|
|
$
|
393,815
|
|
|
$
|
367,217
|
|
Total
deposits
|
$
|
2,287,496
|
|
|
$
|
2,240,333
|
|
|
$
|
2,204,371
|
|
|
$
|
2,187,865
|
|
|
$
|
2,160,363
|
|
Total shareholders'
equity
|
$
|
547,201
|
|
|
$
|
542,360
|
|
|
$
|
537,901
|
|
|
$
|
532,897
|
|
|
$
|
527,958
|
|
|
|
|
|
|
|
|
|
|
|
Yields/Rates:
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
5.38
|
%
|
|
5.56
|
%
|
|
5.50
|
%
|
|
5.85
|
%
|
|
5.88
|
%
|
Warehouse Purchase Program loans
|
3.64
|
%
|
|
3.79
|
%
|
|
3.86
|
%
|
|
3.87
|
%
|
|
3.92
|
%
|
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
Commercial
|
4.24
|
%
|
|
4.92
|
%
|
|
4.45
|
%
|
|
4.97
|
%
|
|
4.72
|
%
|
Warehouse lines of
credit
|
3.60
|
%
|
|
3.51
|
%
|
|
3.56
|
%
|
|
3.57
|
%
|
|
3.63
|
%
|
Consumer
real estate
|
4.98
|
%
|
|
5.05
|
%
|
|
5.15
|
%
|
|
5.16
|
%
|
|
5.30
|
%
|
Other
consumer loans
|
5.95
|
%
|
|
6.07
|
%
|
|
6.19
|
%
|
|
5.94
|
%
|
|
5.84
|
%
|
Loans
receivable
|
4.84
|
%
|
|
5.03
|
%
|
|
4.90
|
%
|
|
5.05
|
%
|
|
5.05
|
%
|
Securities
|
2.32
|
%
|
|
2.21
|
%
|
|
1.90
|
%
|
|
1.83
|
%
|
|
1.79
|
%
|
Overnight
deposits
|
0.24
|
%
|
|
0.24
|
%
|
|
0.23
|
%
|
|
0.22
|
%
|
|
0.23
|
%
|
Total interest-earning
assets
|
4.25
|
%
|
|
4.40
|
%
|
|
4.22
|
%
|
|
4.32
|
%
|
|
4.27
|
%
|
Deposits:
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand
|
0.37
|
%
|
|
0.38
|
%
|
|
0.39
|
%
|
|
0.41
|
%
|
|
0.40
|
%
|
Savings and money
market
|
0.28
|
%
|
|
0.28
|
%
|
|
0.28
|
%
|
|
0.27
|
%
|
|
0.27
|
%
|
Time
|
0.75
|
%
|
|
0.99
|
%
|
|
1.18
|
%
|
|
1.23
|
%
|
|
1.22
|
%
|
FHLB advances and
other borrowings
|
1.83
|
%
|
|
1.86
|
%
|
|
1.55
|
%
|
|
1.42
|
%
|
|
1.67
|
%
|
Total interest-bearing
liabilities
|
0.70
|
%
|
|
0.77
|
%
|
|
0.79
|
%
|
|
0.79
|
%
|
|
0.82
|
%
|
Net interest
spread
|
3.55
|
%
|
|
3.63
|
%
|
|
3.43
|
%
|
|
3.53
|
%
|
|
3.45
|
%
|
Net interest
margin
|
3.73
|
%
|
|
3.83
|
%
|
|
3.63
|
%
|
|
3.72
|
%
|
|
3.64
|
%
|
Cost of deposits
(including non-interest-bearing demand)
|
0.35
|
%
|
|
0.40
|
%
|
|
0.44
|
%
|
|
0.45
|
%
|
|
0.45
|
%
|
VIEWPOINT
FINANCIAL GROUP, INC.
Supplemental
Information- Non-GAAP Financial Measures (unaudited)
|
|
|
At or For the
Quarters Ended
|
|
March 31,
2014
|
|
December
31,
2013
|
|
September
30,
2013
|
|
June 30,
2013
|
|
March 31,
2013
|
Reconciliation of
Core (non-GAAP) to GAAP Net Income and Earnings per
Share:
|
(Dollars in
thousands, except per share amounts)
|
GAAP net income
available to common shareholders 1
|
$
|
7,592
|
|
|
$
|
7,147
|
|
|
$
|
8,096
|
|
|
$
|
8,058
|
|
|
$
|
7,994
|
|
Distributed and
undistributed earnings to participating securities
1
|
90
|
|
|
97
|
|
|
116
|
|
|
116
|
|
|
64
|
|
Merger and
acquisition costs
|
110
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|
—
|
|
One-time payroll and
severance costs
|
—
|
|
|
137
|
|
|
39
|
|
|
260
|
|
|
—
|
|
One-time (gain) loss
on assets
|
7
|
|
|
(36)
|
|
|
(27)
|
|
|
—
|
|
|
(511)
|
|
(Gain) loss on sale
of available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
Core (non-GAAP) net
income
|
$
|
7,799
|
|
|
$
|
7,776
|
|
|
$
|
8,224
|
|
|
$
|
8,434
|
|
|
$
|
7,662
|
|
Average shares for
basic earnings per share
|
37,775,677
|
|
37,686,866
|
|
37,594,701
|
|
37,545,050
|
|
|
37,529,793
|
|
GAAP basic earnings
per share
|
$
|
0.20
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
Core (non-GAAP) basic
earnings per share
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.20
|
|
Average shares for
diluted earnings per share
|
38,019,519
|
|
37,911,775
|
|
37,774,400
|
|
37,692,513
|
|
|
37,681,402
|
|
GAAP diluted earnings
per share
|
$
|
0.20
|
|
|
$
|
0.19
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
Core (non-GAAP)
diluted earnings per share
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of
Tangible Book Value per Share:
|
|
Total shareholders'
equity
|
$
|
550,099
|
|
|
$
|
544,460
|
|
|
$
|
540,089
|
|
|
$
|
533,434
|
|
|
$
|
530,967
|
|
Less:
Goodwill
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
Identifiable intangible
assets, net
|
(1,127)
|
|
|
(1,239)
|
|
|
(1,365)
|
|
|
(1,446)
|
|
|
(1,541)
|
|
Total tangible
shareholders' equity
|
$
|
519,322
|
|
|
$
|
513,571
|
|
|
$
|
509,074
|
|
|
$
|
502,338
|
|
|
$
|
499,776
|
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding at
end of period
|
39,946,560
|
|
39,938,816
|
|
39,951,884
|
|
39,926,716
|
|
|
39,948,031
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share-
GAAP
|
$
|
13.77
|
|
|
$
|
13.63
|
|
|
$
|
13.52
|
|
|
$
|
13.36
|
|
|
$
|
13.29
|
|
Tangible book value
per share- Non-GAAP
|
$
|
13.00
|
|
|
$
|
12.86
|
|
|
$
|
12.74
|
|
|
$
|
12.58
|
|
|
$
|
12.51
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of
Tangible Equity to Tangible Assets:
|
|
|
|
|
|
|
|
|
|
Total
assets
|
$
|
3,603,588
|
|
|
$
|
3,525,232
|
|
|
$
|
3,383,607
|
|
|
3,594,484
|
|
|
3,373,636
|
|
Less:
Goodwill
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
|
(29,650)
|
|
Identifiable intangible
assets, net
|
(1,127)
|
|
|
(1,239)
|
|
|
(1,365)
|
|
|
(1,446)
|
|
|
(1,541)
|
|
Total tangible
assets
|
$
|
3,572,811
|
|
|
$
|
3,494,343
|
|
|
$
|
3,352,592
|
|
|
$
|
3,563,388
|
|
|
$
|
3,342,445
|
|
|
|
|
|
|
|
|
|
|
|
Equity to assets-
GAAP
|
15.27
|
%
|
|
15.44
|
%
|
|
15.96
|
%
|
|
14.84
|
%
|
|
15.74
|
%
|
Tangible common
equity to tangible assets- Non-GAAP
|
14.54
|
%
|
|
14.70
|
%
|
|
15.18
|
%
|
|
14.10
|
%
|
|
14.95
|
%
|
1
|
Unvested share-based
awards that contain nonforfeitable rights to dividends (whether
paid or unpaid) are participating securities and are included in
the computation of GAAP earnings per share pursuant to the
two-class method described in ASC 260-10-45-60B.
|
SOURCE ViewPoint Financial Group, Inc.