UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
OR
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o |
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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 001-34737
VIEWPOINT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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6035
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27-2176993
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification No.) |
incorporation or organization)
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Classification Code Number) |
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1309 W. 15th Street, Plano, Texas 75075
(972) 578-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
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 requirements for the past 90 days. Yes þ No o
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
(Do not check if a smaller reporting company)
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Class: Common Stock
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Shares Outstanding as of April 28, 2011: 34,839,491 |
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
VIEWPOINT FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
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March 31, |
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December 31, |
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2011 |
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2010 |
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|
(unaudited) |
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|
|
ASSETS |
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Cash and due from financial institutions |
|
$ |
15,295 |
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$ |
16,465 |
|
Short-term interest-bearing deposits in other financial institutions |
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23,461 |
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|
52,185 |
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Total cash and cash equivalents |
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38,756 |
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|
68,650 |
|
Securities available for sale, at fair value |
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700,024 |
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717,497 |
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Securities held to maturity (fair value: March 31, 2011 $524,431,
December 31, 2010 $434,296) |
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523,689 |
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432,519 |
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Loans held for sale (includes $14,020 and $16,877 carried at fair value
at March 31, 2011 and December 31, 2010) |
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318,998 |
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491,985 |
|
Loans held for investment (includes allowance for loan losses of
$15,494 at March 31, 2011 and $14,847 at December 31, 2010) |
|
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1,086,153 |
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1,092,114 |
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FHLB stock, at cost |
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13,888 |
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|
20,569 |
|
Bank-owned life insurance |
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28,619 |
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28,501 |
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Foreclosed assets, net |
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2,465 |
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2,679 |
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Premises and equipment, net |
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48,197 |
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48,731 |
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Goodwill |
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1,089 |
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1,089 |
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Accrued interest receivable |
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7,985 |
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|
9,248 |
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Prepaid FDIC assessment |
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5,858 |
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|
6,606 |
|
Other assets |
|
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20,295 |
|
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|
21,807 |
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Total assets |
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$ |
2,796,016 |
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$ |
2,941,995 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Deposits |
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Non-interest-bearing demand |
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$ |
189,632 |
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$ |
201,998 |
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Interest-bearing demand |
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461,272 |
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438,719 |
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Savings and money market |
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718,457 |
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711,911 |
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Time |
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663,658 |
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664,922 |
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Total deposits |
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2,033,019 |
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2,017,550 |
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FHLB advances (net of prepayment penalty of $4,999 at March 31, 2011
and $5,259 at December 31, 2010) |
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|
298,420 |
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461,219 |
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Repurchase agreement |
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25,000 |
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|
25,000 |
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Other borrowings |
|
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10,000 |
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10,000 |
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Accrued interest payable |
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|
1,588 |
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|
1,541 |
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Other liabilities |
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28,204 |
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30,096 |
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Total liabilities |
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2,396,231 |
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2,545,406 |
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Commitments and contingent liabilities |
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Shareholders equity |
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Common stock, $.01 par value; 90,000,000 shares
authorized; 34,839,491 shares issued March 31, 2011 and December
31, 2010 |
|
|
349 |
|
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|
349 |
|
Additional paid-in capital |
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|
290,242 |
|
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|
289,591 |
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Retained earnings |
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|
129,937 |
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|
125,125 |
|
Accumulated other comprehensive income (loss), net |
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(260 |
) |
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|
2,373 |
|
Unearned Employee Stock Ownership Plan (ESOP) shares; 2,240,380 shares
at March 31, 2011 and 2,286,428 shares at December 31, 2010 |
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(20,483 |
) |
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(20,849 |
) |
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Total shareholders equity |
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|
399,785 |
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|
396,589 |
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Total liabilities and shareholders equity |
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$ |
2,796,016 |
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$ |
2,941,995 |
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See accompanying notes to unaudited consolidated financial statements.
Page 3 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
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Three Months Ended |
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March 31, |
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2011 |
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2010 |
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(unaudited) |
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Interest and dividend income |
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Loans, including fees |
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$ |
20,461 |
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$ |
20,326 |
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Taxable securities |
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6,868 |
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|
5,422 |
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Nontaxable securities |
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473 |
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296 |
|
Interest-bearing deposits in other financial institutions |
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72 |
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148 |
|
FHLB stock |
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21 |
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17 |
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|
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|
|
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|
27,895 |
|
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|
26,209 |
|
Interest expense |
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|
|
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|
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Deposits |
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|
6,083 |
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|
7,629 |
|
FHLB advances |
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|
2,486 |
|
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|
3,139 |
|
Repurchase agreement |
|
|
201 |
|
|
|
201 |
|
Other borrowings |
|
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148 |
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|
148 |
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|
|
|
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8,918 |
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|
11,117 |
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|
|
|
|
|
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|
|
|
|
|
|
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Net interest income |
|
|
18,977 |
|
|
|
15,092 |
|
Provision for loan losses |
|
|
1,095 |
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|
|
1,146 |
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|
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Net interest income after provision for loan losses |
|
|
17,882 |
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|
13,946 |
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|
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Non-interest income |
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|
|
|
|
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Service charges and fees |
|
|
4,647 |
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|
4,420 |
|
Other charges and fees |
|
|
175 |
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|
168 |
|
Net gain on sale of mortgage loans |
|
|
1,949 |
|
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|
2,655 |
|
Bank-owned life insurance income |
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|
118 |
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|
58 |
|
Gain on sale of available for sale securities |
|
|
3,415 |
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|
|
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|
Gain (loss) on sale and disposition of assets |
|
|
(210 |
) |
|
|
(113 |
) |
Other |
|
|
373 |
|
|
|
368 |
|
|
|
|
|
|
|
|
|
|
|
10,467 |
|
|
|
7,556 |
|
Non-interest expense |
|
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|
|
|
|
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Salaries and employee benefits |
|
|
11,854 |
|
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|
11,183 |
|
Advertising |
|
|
356 |
|
|
|
277 |
|
Occupancy and equipment |
|
|
1,423 |
|
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|
1,489 |
|
Outside professional services |
|
|
653 |
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|
489 |
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Regulatory assessments |
|
|
959 |
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|
795 |
|
Data processing |
|
|
1,069 |
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|
|
1,002 |
|
Office operations |
|
|
1,454 |
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|
|
1,446 |
|
Other |
|
|
1,093 |
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|
831 |
|
|
|
|
|
|
|
|
|
|
|
18,861 |
|
|
|
17,512 |
|
|
|
|
|
|
|
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|
|
Income before income tax expense |
|
|
9,488 |
|
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|
3,990 |
|
Income tax expense |
|
|
2,934 |
|
|
|
1,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,554 |
|
|
$ |
2,705 |
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|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
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|
Basic |
|
$ |
0.20 |
|
|
$ |
0.10 |
|
|
|
|
|
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|
|
Diluted |
|
$ |
0.20 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 4 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollar amounts in thousands)
|
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|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
Net income |
|
$ |
6,554 |
|
|
$ |
2,705 |
|
|
|
|
Change in unrealized gains (losses) on securities available for sale |
|
|
(676 |
) |
|
|
(148 |
) |
Reclassification of amount realized through sale of securities |
|
|
(3,415 |
) |
|
|
|
|
Tax effect |
|
|
1,458 |
|
|
|
51 |
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
|
(2,633 |
) |
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
3,921 |
|
|
$ |
2,608 |
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 5 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
(Dollar amounts in thousands, except share and per share data)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Additional |
|
|
|
|
|
|
Other |
|
|
Unearned |
|
|
|
|
|
|
Total |
|
|
|
Common |
|
|
Paid-In |
|
|
Retained |
|
|
Comprehensive |
|
|
ESOP |
|
|
Treasury |
|
|
Shareholders |
|
For the three months ended March 31, 2010 |
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Shares |
|
|
Stock |
|
|
Equity |
|
Balance at January 1, 2010 |
|
$ |
305 |
|
|
$ |
118,254 |
|
|
$ |
111,188 |
|
|
$ |
3,802 |
|
|
$ |
(6,159 |
) |
|
$ |
(21,708 |
) |
|
$ |
205,682 |
|
ESOP shares earned, 32,810 shares |
|
|
|
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
234 |
|
|
|
|
|
|
|
346 |
|
Share-based compensation expense |
|
|
|
|
|
|
442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
442 |
|
Dividends declared ($0.04 per share) |
|
|
|
|
|
|
|
|
|
|
(537 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(537 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
2,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,705 |
|
Change in unrealized gains (losses) on securities
available for sale, net of reclassifications and taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
(97 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2010 |
|
$ |
305 |
|
|
$ |
118,808 |
|
|
$ |
113,356 |
|
|
$ |
3,705 |
|
|
$ |
(5,925 |
) |
|
$ |
(21,708 |
) |
|
$ |
208,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2011 |
|
$ |
349 |
|
|
$ |
289,591 |
|
|
$ |
125,125 |
|
|
$ |
2,373 |
|
|
$ |
(20,849 |
) |
|
$ |
|
|
|
$ |
396,589 |
|
ESOP shares earned, 46,048 shares |
|
|
|
|
|
|
222 |
|
|
|
|
|
|
|
|
|
|
|
366 |
|
|
|
|
|
|
|
588 |
|
Share-based compensation expense |
|
|
|
|
|
|
429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
429 |
|
Dividends declared ($0.05 per share) |
|
|
|
|
|
|
|
|
|
|
(1,742 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,742 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
6,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,554 |
|
Change in unrealized gains (losses) on securities
available for sale, net of reclassifications and taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,633 |
) |
|
|
|
|
|
|
|
|
|
|
(2,633 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2011 |
|
$ |
349 |
|
|
$ |
290,242 |
|
|
$ |
129,937 |
|
|
$ |
(260 |
) |
|
$ |
(20,483 |
) |
|
$ |
|
|
|
$ |
399,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 6 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
Operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,554 |
|
|
$ |
2,705 |
|
Adjustments
to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
1,095 |
|
|
|
1,146 |
|
Depreciation and amortization |
|
|
880 |
|
|
|
900 |
|
Deferred tax expense (benefit) |
|
|
33 |
|
|
|
(82 |
) |
Premium amortization and accretion of securities, net |
|
|
1,183 |
|
|
|
763 |
|
Gain on sale of available for sale securities |
|
|
(3,415 |
) |
|
|
|
|
ESOP compensation expense |
|
|
588 |
|
|
|
346 |
|
Share-based compensation expense |
|
|
429 |
|
|
|
442 |
|
Net gain on loans held for sale |
|
|
(1,949 |
) |
|
|
(2,655 |
) |
Loans originated or purchased for sale |
|
|
(1,623,545 |
) |
|
|
(1,473,753 |
) |
Proceeds from sale of loans held for sale |
|
|
1,798,481 |
|
|
|
1,459,021 |
|
FHLB stock dividends |
|
|
(21 |
) |
|
|
(17 |
) |
Increase in bank-owned life insurance |
|
|
(118 |
) |
|
|
(58 |
) |
Loss on sale and disposition of assets |
|
|
62 |
|
|
|
115 |
|
Net change in deferred loan fees |
|
|
(206 |
) |
|
|
(46 |
) |
Net change in accrued interest receivable |
|
|
1,263 |
|
|
|
(188 |
) |
Net change in other assets |
|
|
2,260 |
|
|
|
(3,848 |
) |
Net change in other liabilities |
|
|
(389 |
) |
|
|
(258 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
183,185 |
|
|
|
(15,467 |
) |
Investing activities |
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
Maturities, prepayments and calls |
|
|
42,550 |
|
|
|
56,556 |
|
Purchases |
|
|
(119,424 |
) |
|
|
(118,486 |
) |
Proceeds
from sale of securities |
|
|
93,008 |
|
|
|
|
|
Held-to-maturity securities: |
|
|
|
|
|
|
|
|
Maturities, prepayments and calls |
|
|
23,162 |
|
|
|
12,984 |
|
Purchases |
|
|
(114,852 |
) |
|
|
(10,440 |
) |
Net change in loans |
|
|
4,940 |
|
|
|
(1,558 |
) |
Redemption of FHLB stock |
|
|
6,702 |
|
|
|
347 |
|
Purchases of premises and equipment |
|
|
(346 |
) |
|
|
(392 |
) |
Proceeds on sale of other real estate owned |
|
|
253 |
|
|
|
1,305 |
|
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
|
(64,007 |
) |
|
|
(59,684 |
) |
Financing activities |
|
|
|
|
|
|
|
|
Net change in deposits |
|
|
15,469 |
|
|
|
103,613 |
|
Proceeds from FHLB advances |
|
|
41,000 |
|
|
|
4,000 |
|
Repayments on FHLB advances |
|
|
(203,799 |
) |
|
|
(12,331 |
) |
Payment of dividends |
|
|
(1,742 |
) |
|
|
(537 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(149,072 |
) |
|
|
94,745 |
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(29,894 |
) |
|
|
19,594 |
|
Beginning cash and cash equivalents |
|
|
68,650 |
|
|
|
55,470 |
|
|
|
|
|
|
|
|
Ending cash and cash equivalents |
|
$ |
38,756 |
|
|
$ |
75,064 |
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
8,871 |
|
|
$ |
11,040 |
|
Income taxes paid |
|
$ |
45 |
|
|
$ |
|
|
Supplemental noncash disclosures: |
|
|
|
|
|
|
|
|
Transfers from loans to other real estate owned |
|
$ |
132 |
|
|
$ |
717 |
|
See accompanying notes to unaudited consolidated financial statements.
Page 7 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
1. Basis of Financial Statement Presentation
The accompanying consolidated financial statements of ViewPoint Financial Group, Inc. (the
Company) have been prepared in accordance with U.S. generally accepted accounting principles and
with the rules and regulations of the Securities and Exchange Commission for interim financial
reporting. Accordingly, they do not include all of the information and footnotes required for
complete financial statements. In the opinion of management, all normal and recurring adjustments
which are considered necessary to fairly present the results for the interim periods presented have
been included. These statements should be read in conjunction with the consolidated financial
statements and notes thereto included in ViewPoint Financial Group, Inc.s 2010 Annual Report on
Form 10-K (2010 Form 10-K). Interim results are not necessarily indicative of results for a full
year.
In preparing the financial statements, management is required to make estimates and assumptions
that affect the recorded amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses for the period. Actual results could differ from those estimates. For further
information with respect to significant accounting policies followed by the Company in preparation
of its consolidated financial statements, refer to the 2010 Form 10-K.
The accompanying Unaudited Consolidated Interim Financial Statements include the accounts of
ViewPoint Financial Group, Inc., whose business primarily consists of the operations of its wholly
owned subsidiary, ViewPoint Bank (the Bank). The Banks operations include its wholly owned
subsidiary, ViewPoint Bankers Mortgage, Inc., doing business as ViewPoint Mortgage (VPM). All
significant intercompany transactions and balances are eliminated in consolidation. Some items in
prior years have been reclassified to conform to current presentation.
On July 6, 2010, the Company completed its conversion from the mutual holding company structure and
related public stock offering, so that it is now a stock holding company that is wholly owned by
public shareholders. Please see Note 2 Share Transactions for more information. All share and
per share information in this report for periods prior to the Conversion has been revised to
reflect the 1.4:1 conversion ratio on publicly traded shares, which resulted in a 4,287,752
increase in outstanding shares.
2. Share Transactions
The Company, a Maryland corporation, was organized by ViewPoint MHC (the MHC), ViewPoint
Financial Group and ViewPoint Bank to facilitate the second-step conversion of ViewPoint Bank
from the mutual holding company structure to the stock holding company structure (the
Conversion). Upon consummation of the Conversion, which occurred on July 6, 2010, the Company
became the holding company for ViewPoint Bank and now owns all of the issued and outstanding shares
of ViewPoint Banks common stock. As part of the Conversion, shares of the Companys common stock
were issued and sold in an offering to certain depositors of ViewPoint Bank and others. Concurrent
with the offering, each share of ViewPoint Financial Groups common stock owned by public
shareholders was exchanged for 1.4 shares of the Companys common stock, with cash being paid in
lieu of issuing any fractional shares.
The Company sold a total of 19,857,337 shares of common stock in the offering at $10.00 per share.
Proceeds from the offering, net of $7,773 in expenses, totaled $190,800. The Company used $15,886
of the proceeds to fund a loan to the Employee Stock Ownership Plan (ESOP) to purchase shares in
the Conversion.
3. Earnings per Common Share
Basic earnings per common share is computed by dividing net income by the weighted-average number
of common shares outstanding for the period, reduced for average unallocated ESOP shares and
average unvested restricted stock awards. Diluted earnings per common share reflects the potential
dilution that could occur if securities or other contracts to issue common stock (such as stock
awards and options) were exercised or converted to common stock, or resulted in the issuance of
common stock that then shared in the
Page 8 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Companys earnings. Diluted earnings per common share is computed by dividing net income by the weighted-average number of common shares
outstanding for the period increased for the dilutive effect of unexercised stock options and
unvested restricted stock awards. The dilutive effect of the unexercised stock options and
unvested restricted stock awards is calculated under the treasury stock method utilizing the
average market value of the Companys stock for the period. Unvested share-based awards that
contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings per share pursuant to
the two-class method described in Accounting Standards Codification (ASC) 260-10-45-60B. A
reconciliation of the numerator and denominator of the basic and diluted earnings per common share
computation for the three months ended March 31, 2011 and 2010 is as follows.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,554 |
|
|
$ |
2,705 |
|
Distributed and undistributed earnings to participating securities |
|
|
(43 |
) |
|
|
(34 |
) |
|
|
|
|
|
|
|
Income available to common shareholders |
|
$ |
6,511 |
|
|
$ |
2,671 |
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
34,839,491 |
|
|
|
29,216,909 |
|
Less: Average unallocated ESOP shares |
|
|
(2,270,567 |
) |
|
|
(843,605 |
) |
Average unvested restricted stock awards |
|
|
(215,593 |
) |
|
|
(361,362 |
) |
|
|
|
|
|
|
|
Average shares for basic earnings per share |
|
|
32,353,331 |
|
|
|
28,011,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share |
|
$ |
0.20 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
Income available to common shareholders |
|
$ |
6,511 |
|
|
$ |
2,671 |
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Average shares for basic earnings per share |
|
|
32,353,331 |
|
|
|
28,011,942 |
|
Dilutive effect of share-based compensation plan |
|
|
79,462 |
|
|
|
21,771 |
|
|
|
|
|
|
|
|
Average shares for diluted earnings per share |
|
|
32,432,793 |
|
|
|
28,033,713 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
$ |
0.20 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
All of the stock options outstanding at March 31, 2011 and 2010, were excluded in the computation
of diluted earnings per share because the options exercise prices were greater than the average
market price of the common stock and were, therefore, antidilutive.
4. Dividends
On January 20, 2011, the Companys Board of Directors declared a quarterly cash dividend of $0.05
per share. The dividend was paid on February 17, 2011, to the Companys shareholders of record as
of February 3, 2011. On April 21, 2011, the Companys Board of Directors declared a quarterly cash
dividend of $0.05 per share. The dividend will be paid on May 19, 2011, to the Companys
shareholders of record as of May 5, 2011.
Page 9 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
5. Securities
The amortized cost and fair value of available for sale securities and the related gross unrealized
gains and losses recognized in accumulated other comprehensive income (loss), net of taxes, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
March 31, 2011 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
Agency residential mortgage-backed securities |
|
$ |
263,876 |
|
|
$ |
2,312 |
|
|
$ |
(1,280 |
) |
|
$ |
264,908 |
|
Agency residential collateralized mortgage
obligations |
|
|
431,724 |
|
|
|
1,488 |
|
|
|
(2,964 |
) |
|
|
430,248 |
|
SBA pools |
|
|
4,827 |
|
|
|
41 |
|
|
|
|
|
|
|
4,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale securities |
|
$ |
700,427 |
|
|
$ |
3,841 |
|
|
$ |
(4,244 |
) |
|
$ |
700,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
December 31, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
Agency residential mortgage-backed securities |
|
$ |
351,385 |
|
|
$ |
4,545 |
|
|
$ |
(1,433 |
) |
|
$ |
354,497 |
|
Agency residential collateralized mortgage
obligations |
|
|
357,340 |
|
|
|
3,031 |
|
|
|
(2,479 |
) |
|
|
357,892 |
|
SBA pools |
|
|
5,084 |
|
|
|
24 |
|
|
|
|
|
|
|
5,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale securities |
|
$ |
713,809 |
|
|
$ |
7,600 |
|
|
$ |
(3,912 |
) |
|
$ |
717,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost, unrecognized gains and losses, and fair value of securities held to maturity
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
March 31, 2011 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
9,999 |
|
|
$ |
98 |
|
|
$ |
|
|
|
$ |
10,097 |
|
Agency residential mortgage-backed securities |
|
|
197,809 |
|
|
|
5,621 |
|
|
|
(431 |
) |
|
|
202,999 |
|
Agency residential collateralized mortgage
obligations |
|
|
265,397 |
|
|
|
1,760 |
|
|
|
(7,103 |
) |
|
|
260,054 |
|
Municipal bonds |
|
|
50,484 |
|
|
|
1,171 |
|
|
|
(374 |
) |
|
|
51,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity securities |
|
$ |
523,689 |
|
|
$ |
8,650 |
|
|
$ |
(7,908 |
) |
|
$ |
524,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
December 31, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
9,997 |
|
|
$ |
168 |
|
|
$ |
|
|
|
$ |
10,165 |
|
Agency residential mortgage-backed securities |
|
|
162,841 |
|
|
|
5,305 |
|
|
|
(380 |
) |
|
|
167,766 |
|
Agency residential collateralized mortgage
obligations |
|
|
209,193 |
|
|
|
1,951 |
|
|
|
(4,864 |
) |
|
|
206,280 |
|
Municipal bonds |
|
|
50,488 |
|
|
|
578 |
|
|
|
(981 |
) |
|
|
50,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity securities |
|
$ |
432,519 |
|
|
$ |
8,002 |
|
|
$ |
(6,225 |
) |
|
$ |
434,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 10 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
The fair value of debt securities and carrying amount, if different, at March 31, 2011, by
contractual maturity were as follows. Securities not due at a single maturity date, primarily
mortgage-backed securities and collateralized mortgage obligations, are shown separately.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available |
|
|
|
Held to maturity |
|
|
for sale |
|
|
|
Carrying |
|
|
|
|
|
|
|
|
|
Amount |
|
|
Fair Value |
|
|
Fair Value |
|
Due from one to five years |
|
$ |
13,193 |
|
|
$ |
13,471 |
|
|
$ |
|
|
Due from five to ten years |
|
|
9,564 |
|
|
|
9,959 |
|
|
|
4,868 |
|
Due after ten years |
|
|
37,726 |
|
|
|
37,948 |
|
|
|
|
|
Agency residential mortgage-backed securities |
|
|
197,809 |
|
|
|
202,999 |
|
|
|
264,908 |
|
Agency residential collateralized mortgage obligations |
|
|
265,397 |
|
|
|
260,054 |
|
|
|
430,248 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
523,689 |
|
|
$ |
524,431 |
|
|
$ |
700,024 |
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale of available for sale securities during the three months ended March 31,
2011, totaled $93,008, resulting in gross gains totaling $3,415. There was no sales activity during
the three months ended March 31, 2010. The specific identification method was used to determine
cost in order to compute the realized gains.
Public fund certificates totaled $382.3 million at March 31, 2011, and were secured by securities
pledged by the Company with a market value of $439.0 million as of March 31, 2011.
Page 11 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Securities available for sale and held to maturity with unrealized losses at March 31, 2011,
aggregated by investment category and length of time that individual securities have been in a
continuous unrealized loss position, are as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
March 31, 2011 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
Agency residential mortgage-backed securities |
|
$ |
114,177 |
|
|
$ |
(1,280 |
) |
|
|
19 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
114,177 |
|
|
$ |
(1,280 |
) |
|
|
19 |
|
Agency residential collateralized mortgage obligations |
|
|
191,404 |
|
|
|
(2,745 |
) |
|
|
29 |
|
|
|
30,798 |
|
|
|
(219 |
) |
|
|
11 |
|
|
|
222,202 |
|
|
|
(2,964 |
) |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
305,581 |
|
|
$ |
(4,025 |
) |
|
|
48 |
|
|
$ |
30,798 |
|
|
$ |
(219 |
) |
|
|
11 |
|
|
$ |
336,379 |
|
|
$ |
(4,244 |
) |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HTM |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
March 31, 2011 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
Agency residential mortgage-backed securities |
|
$ |
30,320 |
|
|
$ |
(431 |
) |
|
|
5 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
30,320 |
|
$ |
|
(431 |
) |
|
|
5 |
|
Agency residential collateralized mortgage obligations |
|
|
200,390 |
|
|
|
(7,103 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,390 |
|
|
|
(7,103 |
) |
|
|
21 |
|
Municipal bonds |
|
|
14,135 |
|
|
|
(374 |
) |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,135 |
|
|
|
(374 |
) |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
244,845 |
|
|
$ |
(7,908 |
) |
|
|
59 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
244,845 |
|
|
$ |
(7,908 |
) |
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized losses at March 31, 2011, are substantially due to changes in market interest
rates since the date of purchase that have adversely affected the market values of those
securities. The unrealized losses are not due to adverse changes in the credit risk of any
securities.
Securities available for sale and held to maturity with unrealized losses at December 31, 2010,
aggregated by investment category and length of time that individual securities have been in a
continuous unrealized loss position, are as follows.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
December 31, 2010 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
Agency residential mortgage-backed securities |
|
$ |
161,854 |
|
|
$ |
(1,433 |
) |
|
|
32 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
161,854 |
|
|
$ |
(1,433 |
) |
|
|
32 |
|
Agency residential collateralized mortgage obligations |
|
|
125,819 |
|
|
|
(2,372 |
) |
|
|
18 |
|
|
|
32,358 |
|
|
|
(107 |
) |
|
|
11 |
|
|
|
158,177 |
|
|
|
(2,479 |
) |
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
287,673 |
|
|
$ |
(3,805 |
) |
|
|
50 |
|
|
$ |
32,358 |
|
|
$ |
(107 |
) |
|
|
11 |
|
|
$ |
320,031 |
|
|
$ |
(3,912 |
) |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HTM |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
December 31, 2010 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
Agency residential mortgage-backed securities |
|
$ |
28,394 |
|
|
$ |
(380 |
) |
|
|
4 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
28,394 |
|
|
$ |
(380 |
) |
|
|
4 |
|
Agency residential collateralized mortgage obligations |
|
|
137,099 |
|
|
|
(4,864 |
) |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,099 |
|
|
|
(4,864 |
) |
|
|
15 |
|
Municipal bonds |
|
|
30,316 |
|
|
|
(981 |
) |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,316 |
|
|
|
(981 |
) |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
195,809 |
|
|
$ |
(6,225 |
) |
|
|
91 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
195,809 |
|
|
$ |
(6,225 |
) |
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 12 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
6. Loans
Loans consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Real estate loans: |
|
|
|
|
|
|
|
|
One- to four-family |
|
$ |
370,852 |
|
|
$ |
370,149 |
|
Commercial real estate |
|
|
483,140 |
|
|
|
479,071 |
|
One- to four-family construction |
|
|
10,662 |
|
|
|
11,435 |
|
Commercial construction |
|
|
1,659 |
|
|
|
569 |
|
Home equity/home improvement |
|
|
140,518 |
|
|
|
139,165 |
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
1,006,831 |
|
|
|
1,000,389 |
|
|
|
|
|
|
|
|
|
|
Other loans: |
|
|
|
|
|
|
|
|
Automobile indirect loans |
|
|
867 |
|
|
|
1,606 |
|
Automobile direct loans |
|
|
36,520 |
|
|
|
40,944 |
|
Government-guaranteed student loans |
|
|
|
|
|
|
4,557 |
|
Commercial non-mortgage loans |
|
|
38,539 |
|
|
|
39,279 |
|
Consumer lines of credit and unsecured loans |
|
|
12,999 |
|
|
|
14,197 |
|
Other consumer loans, secured |
|
|
5,758 |
|
|
|
6,062 |
|
|
|
|
|
|
|
|
Total other loans |
|
|
94,683 |
|
|
|
106,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loans |
|
|
1,101,514 |
|
|
|
1,107,034 |
|
Deferred net loan origination fees |
|
|
133 |
|
|
|
(73 |
) |
Allowance for loan losses |
|
|
(15,494 |
) |
|
|
(14,847 |
) |
|
|
|
|
|
|
|
Net loans held for investment |
|
$ |
1,086,153 |
|
|
$ |
1,092,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale: |
|
|
|
|
|
|
|
|
ViewPoint Mortgage |
|
|
18,509 |
|
|
|
31,073 |
|
Warehouse Purchase Program |
|
|
300,489 |
|
|
|
460,912 |
|
|
|
|
|
|
|
|
Total mortgage loans held for sale |
|
$ |
318,998 |
|
|
$ |
491,985 |
|
|
|
|
|
|
|
|
Page 13 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Activity in the allowance for loan losses for the three months ended March 31, 2011 and 2010
segregated by portfolio segment and evaluation for impairment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to |
|
|
Equity/Home |
|
|
Commercial |
|
|
Commerical |
|
|
|
|
|
|
|
March 31, 2011 |
|
Four- Family |
|
|
Improvement |
|
|
Real Estate |
|
|
Non-Mortgage |
|
|
Consumer |
|
|
Total |
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance January 1, 2011 |
|
$ |
3,307 |
|
|
$ |
936 |
|
|
$ |
7,949 |
|
|
$ |
1,652 |
|
|
$ |
1,003 |
|
|
$ |
14,847 |
|
Charge-offs |
|
|
(12 |
) |
|
|
(77 |
) |
|
|
(15 |
) |
|
|
(188 |
) |
|
|
(281 |
) |
|
|
(573 |
) |
Recoveries |
|
|
16 |
|
|
|
|
|
|
|
27 |
|
|
|
4 |
|
|
|
78 |
|
|
|
125 |
|
Provision expense |
|
|
(91 |
) |
|
|
34 |
|
|
|
707 |
|
|
|
377 |
|
|
|
68 |
|
|
|
1,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance March 31, 2011 |
|
$ |
3,220 |
|
|
$ |
893 |
|
|
$ |
8,668 |
|
|
$ |
1,845 |
|
|
$ |
868 |
|
|
$ |
15,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment |
|
$ |
454 |
|
|
$ |
44 |
|
|
$ |
1,425 |
|
|
$ |
193 |
|
|
$ |
14 |
|
|
$ |
2,130 |
|
Ending balance: collectively evaluated for impairment |
|
|
2,766 |
|
|
|
849 |
|
|
|
7,243 |
|
|
|
1,652 |
|
|
|
854 |
|
|
|
13,364 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
381,514 |
|
|
$ |
140,518 |
|
|
$ |
484,799 |
|
|
$ |
38,539 |
|
|
$ |
56,144 |
|
|
$ |
1,101,514 |
|
Ending balance: individually evaluated for impairment |
|
|
4,443 |
|
|
|
1,153 |
|
|
|
10,845 |
|
|
|
455 |
|
|
|
316 |
|
|
|
17,212 |
|
Ending balance: collectively evaluated for impairment |
|
|
377,071 |
|
|
|
139,365 |
|
|
|
473,954 |
|
|
|
38,084 |
|
|
|
55,828 |
|
|
|
1,084,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to |
|
|
Equity/Home |
|
|
Commercial |
|
|
Commerical |
|
|
|
|
|
|
|
March 31, 2010 |
|
Four- Family |
|
|
Improvement |
|
|
Real Estate |
|
|
Non-Mortgage |
|
|
Consumer |
|
|
Total |
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance January 1, 2010 |
|
$ |
2,379 |
|
|
$ |
730 |
|
|
$ |
6,457 |
|
|
$ |
1,382 |
|
|
$ |
1,362 |
|
|
$ |
12,310 |
|
Charge-offs |
|
|
(76 |
) |
|
|
(28 |
) |
|
|
|
|
|
|
(44 |
) |
|
|
(467 |
) |
|
|
(615 |
) |
Recoveries |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85 |
|
|
|
88 |
|
Provision expense |
|
|
(99 |
) |
|
|
77 |
|
|
|
613 |
|
|
|
307 |
|
|
|
248 |
|
|
|
1,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance March 31, 2010 |
|
$ |
2,207 |
|
|
$ |
779 |
|
|
$ |
7,070 |
|
|
$ |
1,645 |
|
|
$ |
1,228 |
|
|
$ |
12,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance: individually evaluated for impairment |
|
$ |
88 |
|
|
$ |
110 |
|
|
$ |
394 |
|
|
$ |
74 |
|
|
$ |
77 |
|
|
$ |
743 |
|
Ending balance: collectively evaluated for impairment |
|
|
2,119 |
|
|
|
669 |
|
|
|
6,676 |
|
|
|
1,571 |
|
|
|
1,151 |
|
|
|
12,186 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
394,180 |
|
|
$ |
135,276 |
|
|
$ |
462,087 |
|
|
$ |
43,453 |
|
|
$ |
86,947 |
|
|
$ |
1,121,943 |
|
Ending balance: individually evaluated for impairment |
|
|
5,167 |
|
|
|
435 |
|
|
|
5,413 |
|
|
|
369 |
|
|
|
591 |
|
|
|
11,975 |
|
Ending balance: collectively evaluated for impairment |
|
|
389,013 |
|
|
|
134,841 |
|
|
|
456,674 |
|
|
|
43,084 |
|
|
|
86,356 |
|
|
|
1,109,968 |
|
Page 14 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
The allowance for loan losses and related provision expense are susceptible to change if the credit
quality of our loan portfolio changes, which is evidenced by many factors including charge-offs and
non-performing loan trends. Generally, one- to four-family residential real estate lending has a
lower credit risk profile compared to consumer lending (such as automobile or personal line of
credit loans). Commercial real estate and non-mortgage lending, however, have higher credit risk
profiles than consumer and one- to four- family residential real estate loans due to these loans
being larger in amount and non-homogenous in structure and term. Changes in economic conditions,
the mix and size of the loan portfolio and individual borrower conditions can dramatically impact
our level of allowance for loan losses in relatively short periods of time.
Management evaluates current information and events regarding a borrowers ability to repay its
obligations and considers a loan to be impaired when the ultimate collectability of amounts due,
according to the contractual terms of the loan agreement, is in doubt. If an impaired loan is
collateral-dependent, the fair value of the collateral, less the estimated cost to sell, is used to
determine the amount of impairment. For permanently impaired loans, the amount of the impairment
can be adjusted, based on current data, until such time as the actual basis is established by
acquisition of the collateral. Impairment losses are reflected in the allowance for loan losses
through a charge to the provision for loan losses. Subsequent recoveries are credited to the
allowance for loan losses. Cash receipts for accruing loans are applied to principal and interest
under the contractual terms of the loan agreement. Cash receipts on impaired loans for which the
accrual of interest has been discontinued are applied first to principal and then to interest
income.
The allowance for loan losses is maintained to cover losses that are estimated in accordance with
U.S. generally accepted accounting principles. It is our estimate of credit losses in our loan
portfolio at each balance sheet date. Our methodology for analyzing the allowance for loan losses
consists of general and specific components.
For the general component, we stratify the loan portfolio into homogeneous groups of loans that
possess similar loss potential characteristics and apply a loss ratio to these groups of loans to
estimate the credit losses in the loan portfolio. We use both historical loss ratios and
qualitative loss factors assigned to major loan collateral types to establish loss allocations.
The historical loss ratio is generally defined as an average percentage of net annual loan losses
to loans outstanding. Qualitative loss factors are based on managements judgment of
company-specific data and external economic indicators which may not yet be reflective in the
historical loss ratios and how this information could impact the Companys specific loan
portfolios. The Allowance for Loan Loss Committee sets and adjusts qualitative loss factors by
reviewing changes in loan composition and the seasonality of specific portfolios. The Allowance
for Loan Loss Committee also considers credit quality and trends relating to delinquency,
non-performing and/or classified loans and bankruptcy within the Companys loan portfolio when
evaluating qualitative loss factors. Additionally, the Allowance for Loan Loss Committee adjusts
qualitative factors to account for the potential impact of external economic factors, including the
unemployment rate, housing price, vacancy rates and inventory levels specific to our primary market
area.
For the specific component, the allowance for loan losses on individually analyzed impaired loans
includes commercial non-mortgage and one- to four-family and commercial real estate loans where
management has concerns about the borrowers ability to repay. Loss estimates include the negative
difference, if any, between the current fair value of the collateral or the estimated discounted
cash flows and the loan amount due.
Page 15 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Impaired loans at March 31, 2011 and December 31, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
Average |
|
|
Interest |
|
|
|
Recorded |
|
|
Principal |
|
|
Related |
|
|
Recorded |
|
|
Income |
|
|
|
Investment |
|
|
Balance |
|
|
Allowance |
|
|
Investment |
|
|
Recognized |
|
With no related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
1,311 |
|
|
$ |
1,311 |
|
|
$ |
|
|
|
$ |
2,078 |
|
|
$ |
17 |
|
Home equity/home improvement |
|
|
1,038 |
|
|
|
1,038 |
|
|
|
|
|
|
|
778 |
|
|
|
8 |
|
Commercial |
|
|
771 |
|
|
|
771 |
|
|
|
|
|
|
|
771 |
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
3,120 |
|
|
|
3,120 |
|
|
|
|
|
|
|
3,627 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans with no related allowance
recorded |
|
|
3,120 |
|
|
|
3,120 |
|
|
|
|
|
|
|
3,627 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
3,132 |
|
|
|
3,132 |
|
|
|
454 |
|
|
|
2,797 |
|
|
|
20 |
|
Home equity/home improvement |
|
|
115 |
|
|
|
115 |
|
|
|
44 |
|
|
|
418 |
|
|
|
|
|
Commercial |
|
|
10,074 |
|
|
|
10,074 |
|
|
|
1,425 |
|
|
|
10,118 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
13,321 |
|
|
|
13,321 |
|
|
|
1,923 |
|
|
|
13,333 |
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
58 |
|
|
|
58 |
|
|
|
2 |
|
|
|
74 |
|
|
|
|
|
Automobile direct |
|
|
154 |
|
|
|
154 |
|
|
|
6 |
|
|
|
132 |
|
|
|
|
|
Other secured |
|
|
12 |
|
|
|
12 |
|
|
|
1 |
|
|
|
12 |
|
|
|
|
|
Lines of credit/unsecured |
|
|
92 |
|
|
|
92 |
|
|
|
5 |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
316 |
|
|
|
316 |
|
|
|
14 |
|
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
455 |
|
|
|
455 |
|
|
|
193 |
|
|
|
374 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans with allowance recorded |
|
|
14,092 |
|
|
|
14,092 |
|
|
|
2,130 |
|
|
|
14,022 |
|
|
|
123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate |
|
|
5,596 |
|
|
|
5,596 |
|
|
|
498 |
|
|
|
6,071 |
|
|
|
45 |
|
Commercial real estate |
|
|
10,845 |
|
|
|
10,845 |
|
|
|
1,425 |
|
|
|
10,889 |
|
|
|
119 |
|
Consumer |
|
|
316 |
|
|
|
316 |
|
|
|
14 |
|
|
|
315 |
|
|
|
|
|
Commercial non-mortgage |
|
|
455 |
|
|
|
455 |
|
|
|
193 |
|
|
|
374 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,212 |
|
|
$ |
17,212 |
|
|
$ |
2,130 |
|
|
$ |
17,649 |
|
|
$ |
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 16 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
|
|
|
|
Unpaid |
|
|
|
|
|
|
Average |
|
|
Interest |
|
|
|
Recorded |
|
|
Principal |
|
|
Related |
|
|
Recorded |
|
|
Income |
|
|
|
Investment |
|
|
Balance |
|
|
Allowance |
|
|
Investment |
|
|
Recognized |
|
With no related allowance recorded : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
3,188 |
|
|
$ |
3,188 |
|
|
$ |
|
|
|
$ |
3,651 |
|
|
$ |
107 |
|
Home equity/home improvement |
|
|
455 |
|
|
|
455 |
|
|
|
|
|
|
|
366 |
|
|
|
16 |
|
Commercial |
|
|
1,635 |
|
|
|
1,635 |
|
|
|
|
|
|
|
2,710 |
|
|
|
203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
5,278 |
|
|
|
5,278 |
|
|
|
|
|
|
|
6,727 |
|
|
|
326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans with no related allowance
recorded |
|
|
5,278 |
|
|
|
5,278 |
|
|
|
|
|
|
|
6,781 |
|
|
|
334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
2,893 |
|
|
|
2,893 |
|
|
|
474 |
|
|
|
1,631 |
|
|
|
59 |
|
Home equity/home improvement |
|
|
851 |
|
|
|
851 |
|
|
|
95 |
|
|
|
381 |
|
|
|
2 |
|
Commercial |
|
|
9,295 |
|
|
|
9,295 |
|
|
|
1,407 |
|
|
|
6,432 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
13,039 |
|
|
|
13,039 |
|
|
|
1,976 |
|
|
|
8,444 |
|
|
|
195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
88 |
|
|
|
88 |
|
|
|
6 |
|
|
|
141 |
|
|
|
|
|
Automobile direct |
|
|
117 |
|
|
|
117 |
|
|
|
10 |
|
|
|
145 |
|
|
|
|
|
Other secured |
|
|
13 |
|
|
|
13 |
|
|
|
2 |
|
|
|
8 |
|
|
|
|
|
Lines of credit/unsecured |
|
|
108 |
|
|
|
108 |
|
|
|
5 |
|
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
326 |
|
|
|
326 |
|
|
|
23 |
|
|
|
414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
272 |
|
|
|
272 |
|
|
|
8 |
|
|
|
299 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans with allowance recorded |
|
|
13,637 |
|
|
|
13,637 |
|
|
|
2,007 |
|
|
|
9,157 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate |
|
|
7,387 |
|
|
|
7,387 |
|
|
|
569 |
|
|
|
6,029 |
|
|
|
184 |
|
Commercial real estate |
|
|
10,930 |
|
|
|
10,930 |
|
|
|
1,407 |
|
|
|
9,142 |
|
|
|
337 |
|
Consumer |
|
|
326 |
|
|
|
326 |
|
|
|
23 |
|
|
|
414 |
|
|
|
|
|
Commercial non-mortgage |
|
|
272 |
|
|
|
272 |
|
|
|
8 |
|
|
|
353 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,915 |
|
|
$ |
18,915 |
|
|
$ |
2,007 |
|
|
$ |
15,938 |
|
|
$ |
535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 17 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Average impaired loans outstanding during the three months ended March 31, 2010 totaled $12,914.
Loans that are past due 30 days or greater are considered delinquent. Interest income on loans is
discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in
process of collection. Consumer loans are typically charged off no later than 120 days past due.
Past due status is based on the contractual terms of the loan. In all cases, loans are placed on
nonaccrual or charged-off at an earlier date if collection of principal or interest is considered
doubtful. Nonaccrual loans include both smaller balance homogeneous loans that are collectively
evaluated for impairment and individually classified impaired loans. A loan is moved to nonaccrual
status in accordance with the Companys policy, typically after 90 days of non-payment.
All interest accrued but not received for loans placed on nonaccrual is reversed against interest
income. Interest received on such loans is accounted for on the cash-basis or cost-recovery
method, until qualifying for return to accrual. Loans are returned to accrual status when all the
principal and interest amounts contractually due are brought current and future payments are
reasonably assured.
Non-performing (nonaccrual) loans were as follows. There were no loans past due over 90 days that
were still accruing interest at March 31, 2011 or December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Real Estate loans: |
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
4,081 |
|
|
$ |
5,938 |
|
Commercial |
|
|
10,074 |
|
|
|
9,812 |
|
Home equity/home improvement |
|
|
1,153 |
|
|
|
1,306 |
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
15,308 |
|
|
|
17,056 |
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
55 |
|
|
|
84 |
|
Automobile direct |
|
|
118 |
|
|
|
95 |
|
Consumer other secured |
|
|
2 |
|
|
|
13 |
|
Consumer lines of credit/unsecured |
|
|
92 |
|
|
|
108 |
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
267 |
|
|
|
300 |
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
455 |
|
|
|
272 |
|
|
|
|
|
|
|
|
Total |
|
$ |
16,030 |
|
|
$ |
17,628 |
|
|
|
|
|
|
|
|
Nonperforming loans includes both smaller balance homogeneous loans that are collectively evaluated
for impairment and individually classified impaired loans. At March 31, 2011, $10,110 of the
$16,030 reported for nonaccrual loans are troubled debt restructurings that are on nonaccrual
status. An additional $183 of performing troubled debt restructurings are not included as
non-performing loans at March 31, 2011; these loans have been performing for at least six months
and the Company is accruing interest on these loans. At December 31, 2010, $8,669 of the $17,628
reported for nonaccrual loans are troubled debt restructurings that are on nonaccrual status. An
additional $1,287 of performing troubled debt restructurings are not included as non-performing
loans at December 31, 2010. Performing troubled debt restructurings are removed from troubled debt
restructuring status after performing for one year.
The Company has recorded $1,445 and $947 of specific reserves to customers whose loan terms have
been modified in troubled debt restructurings as of March 31, 2011 and December 31, 2010,
respectively. Management does not have any outstanding commitments to lend additional funds to
debtors with loans whose terms have been modified in troubled debt restructurings.
Page 18 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Below is an analysis of the age of recorded investment in loans that were past due at March 31,
2011 and December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 Days |
|
|
|
|
|
|
|
|
|
|
|
|
30-59 Days |
|
|
60-89 Days |
|
|
and Greater |
|
|
Total |
|
|
|
|
|
|
|
March 31, 2011 |
|
Past Due |
|
|
Past Due |
|
|
Past Due |
|
|
Loans Past Due |
|
|
Current Loans |
|
|
Total Loans |
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
6,843 |
|
|
$ |
113 |
|
|
$ |
3,542 |
|
|
$ |
10,498 |
|
|
$ |
371,016 |
|
|
$ |
381,514 |
|
Commercial |
|
|
|
|
|
|
|
|
|
|
899 |
|
|
|
899 |
|
|
|
483,900 |
|
|
|
484,799 |
|
Home equity/home improvement |
|
|
1,154 |
|
|
|
122 |
|
|
|
948 |
|
|
|
2,224 |
|
|
|
138,294 |
|
|
|
140,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
7,997 |
|
|
|
235 |
|
|
|
5,389 |
|
|
|
13,621 |
|
|
|
993,210 |
|
|
|
1,006,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
19 |
|
|
|
5 |
|
|
|
53 |
|
|
|
77 |
|
|
|
790 |
|
|
|
867 |
|
Automobile direct |
|
|
118 |
|
|
|
19 |
|
|
|
106 |
|
|
|
243 |
|
|
|
36,277 |
|
|
|
36,520 |
|
Other secured |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
5,756 |
|
|
|
5,758 |
|
Lines of credit/unsecured |
|
|
81 |
|
|
|
29 |
|
|
|
92 |
|
|
|
202 |
|
|
|
12,797 |
|
|
|
12,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
218 |
|
|
|
53 |
|
|
|
253 |
|
|
|
524 |
|
|
|
55,620 |
|
|
|
56,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
76 |
|
|
|
147 |
|
|
|
91 |
|
|
|
314 |
|
|
|
38,225 |
|
|
|
38,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,291 |
|
|
$ |
435 |
|
|
$ |
5,733 |
|
|
$ |
14,459 |
|
|
$ |
1,087,055 |
|
|
$ |
1,101,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 Days |
|
|
Total |
|
|
|
|
|
|
|
|
|
30-59 Days |
|
|
60-89 Days |
|
|
and Greater |
|
|
Loans Past |
|
|
|
|
|
|
|
December 31, 2010 |
|
Past Due |
|
|
Past Due |
|
|
Past Due |
|
|
Due |
|
|
Current Loans |
|
|
Total Loans |
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
3,248 |
|
|
$ |
3,068 |
|
|
$ |
3,952 |
|
|
$ |
10,268 |
|
|
$ |
371,316 |
|
|
$ |
381,584 |
|
Commercial |
|
|
2,869 |
|
|
|
|
|
|
|
1,645 |
|
|
|
4,514 |
|
|
|
475,126 |
|
|
|
479,640 |
|
Home equity/home improvement |
|
|
1,009 |
|
|
|
175 |
|
|
|
1,047 |
|
|
|
2,231 |
|
|
|
136,934 |
|
|
|
139,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
7,126 |
|
|
|
3,243 |
|
|
|
6,644 |
|
|
|
17,013 |
|
|
|
983,376 |
|
|
|
1,000,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
56 |
|
|
|
3 |
|
|
|
78 |
|
|
|
137 |
|
|
|
1,469 |
|
|
|
1,606 |
|
Automobile direct |
|
|
193 |
|
|
|
15 |
|
|
|
64 |
|
|
|
272 |
|
|
|
40,672 |
|
|
|
40,944 |
|
Other secured |
|
|
32 |
|
|
|
|
|
|
|
2 |
|
|
|
34 |
|
|
|
10,585 |
|
|
|
10,619 |
|
Lines of credit/unsecured |
|
|
84 |
|
|
|
47 |
|
|
|
108 |
|
|
|
239 |
|
|
|
13,958 |
|
|
|
14,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
365 |
|
|
|
65 |
|
|
|
252 |
|
|
|
682 |
|
|
|
66,684 |
|
|
|
67,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
174 |
|
|
|
|
|
|
|
52 |
|
|
|
226 |
|
|
|
39,053 |
|
|
|
39,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,665 |
|
|
$ |
3,308 |
|
|
$ |
6,948 |
|
|
$ |
17,921 |
|
|
$ |
1,089,113 |
|
|
$ |
1,107,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no accruing loans that were greater than 90 days past due at March 31, 2011 and
December 31, 2010.
For loans collateralized by real property and commercial non-mortgage loans, credit exposure is
monitored by internally assigned grades used for classification of loans and other assets. A loan
is considered special mention if it is a potential problem loan that is currently performing and
does not meet the criteria for impairment, but where some concern exists. A loan is considered
substandard if it is inadequately protected by the current net worth and paying capacity of the
obligor or of the collateral pledged, if any. Substandard loans include those characterized by
the distinct possibility that the insured institution will sustain some loss if the
deficiencies are not corrected. Loans classified as doubtful have all of the weaknesses of those
classified as substandard, with the added characteristic that the weaknesses present make
collection or liquidation in full, on the basis of currently existing facts, conditions and
values, highly questionable and improbable. All other loans that do not fall into the above
mentioned categories are considered pass loans. Updates to internally assigned grades are made
monthly and/or upon significant developments.
Page 19 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
For consumer loans, credit exposure is monitored by payment history of the loans. Non-performing
consumer loans are on nonaccrual status and are generally greater than 90 days past due.
The recorded investment in loans by credit quality indicators at March 31, 2011 and December 31,
2010 are as follows:
Real Estate and Commercial Non-Mortgage Credit Exposure
Credit Risk Profile by Internally Assigned Grade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home |
|
|
|
|
|
|
|
Commercial Real |
|
|
Commercial |
|
|
Equity/Home |
|
March 31, 2011 |
|
One- to Four- Family |
|
|
Estate |
|
|
Non-Mortgage |
|
|
Improvement |
|
Grade: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
375,838 |
|
|
$ |
471,492 |
|
|
$ |
37,850 |
|
|
$ |
139,215 |
|
Special Mention |
|
|
1,233 |
|
|
|
2,462 |
|
|
|
234 |
|
|
|
150 |
|
Substandard |
|
|
1,455 |
|
|
|
10,120 |
|
|
|
307 |
|
|
|
187 |
|
Doubtful |
|
|
2,988 |
|
|
|
725 |
|
|
|
148 |
|
|
|
966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
381,514 |
|
|
$ |
484,799 |
|
|
$ |
38,539 |
|
|
$ |
140,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home |
|
|
|
|
|
|
|
Commercial Real |
|
|
Commercial |
|
|
Equity/Home |
|
December 31, 2010 |
|
One- to Four- Family |
|
|
Estate |
|
|
Non-Mortgage |
|
|
Improvement |
|
Grade: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass |
|
$ |
374,790 |
|
|
$ |
466,230 |
|
|
$ |
38,768 |
|
|
$ |
137,796 |
|
Special Mention |
|
|
713 |
|
|
|
2,479 |
|
|
|
239 |
|
|
|
63 |
|
Substandard |
|
|
3,663 |
|
|
|
10,185 |
|
|
|
220 |
|
|
|
337 |
|
Doubtful |
|
|
2,418 |
|
|
|
746 |
|
|
|
52 |
|
|
|
969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
381,584 |
|
|
$ |
479,640 |
|
|
$ |
39,279 |
|
|
$ |
139,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lines of |
|
March 31, 2011 |
|
Automobile Indirect |
|
|
Automobile Direct |
|
|
Other Secured |
|
|
Credit/Unsecured |
|
Performing |
|
$ |
812 |
|
|
$ |
36,402 |
|
|
$ |
5,756 |
|
|
$ |
12,907 |
|
Non-performing |
|
|
55 |
|
|
|
118 |
|
|
|
2 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
867 |
|
|
$ |
36,520 |
|
|
$ |
5,758 |
|
|
$ |
12,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lines of |
|
December 31, 2010 |
|
Automobile Indirect |
|
|
Automobile Direct |
|
|
Other Secured |
|
|
Credit/Unsecured |
|
Performing |
|
$ |
1,522 |
|
|
$ |
40,849 |
|
|
$ |
10,606 |
|
|
$ |
14,089 |
|
Non-performing |
|
|
84 |
|
|
|
95 |
|
|
|
13 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,606 |
|
|
$ |
40,944 |
|
|
$ |
10,619 |
|
|
$ |
14,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 20 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
7. Fair Value Disclosures
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy which requires
an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The standard describes three levels of inputs that may be used to measure
fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that
the entity has the ability to access as of the measurement date.
Level 2: Significant other observable 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.
Level 3: Prices or valuation techniques that require inputs that are both significant and
unobservable in the market. These instruments are valued using the best information
available, some of which is internally developed, and reflects a reporting entitys own
assumptions about the risk premiums that market participants would generally require and the
assumptions they would use.
The fair values of securities available for sale are determined by obtaining quoted prices on
nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a
mathematical technique widely used in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying on the securities
relationship to other benchmark quoted securities (Level 2 inputs).
The Company elected the fair value option for certain residential mortgage loans held for sale
originated after May 1, 2010 in accordance with Statement of Financial Accounting Standard No. 159,
"The Fair Value Option for Financial Assets and Financial Liabilities, as of May 1, 2010 (as
codified in ASC 820.) This election allows for a more effective offset of the changes in fair
values of the loans and the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC 815,
Derivatives and Hedging. The Company has not elected the fair value option for other loans held
for sale primarily because they are not economically hedged using derivative instruments.
Fair values of certain loans held for sale are based on traded market prices of similar assets,
where available, and/or discounted cash flows at market interest rates. At March 31, 2011, certain
loans held for sale for which the fair value option was elected had an aggregate fair value of
$14,020 and an aggregate outstanding principal balance of $14,001 and were recorded in mortgage
loans held for sale in the consolidated balance sheet. At December 31, 2010, certain loans held
for sale for which the fair value option was elected had an aggregate fair value of $16,877 and an
aggregate outstanding principal balance of $17,092. Interest income on certain mortgage loans held
for sale is recognized based on contractual rates and reflected in interest income on mortgage
loans held for sale in the consolidated income statement. Net losses of $75 resulting from changes
in fair value of these loans were recorded in mortgage income during the three months ended March
31, 2011, offset by economic hedging gains in the amount of $164.
Mortgage loans held for sale for which the fair value option was elected are typically pooled
together and sold into the mortgage market, depending upon underlying attributes of the loan, such
as agency eligibility, product type, interest rate, and credit quality. These mortgage loans held
for sale are valued predominantly using quoted market prices for similar instruments. As these
prices are derived from quoted market prices, the Company classifies these valuations as Level 2 in
the fair value disclosures.
The Company enters into a variety of derivative financial instruments as part of its hedging
strategy. The majority of these derivatives are exchange-traded or traded within highly active
dealer markets. In order to determine the fair value of these instruments, the Company utilizes
the exchange price or dealer market price for the particular derivative contract; therefore, these
contracts are classified as Level 2.
Page 21 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Assets and Liabilities Measured on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2011, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
March 31, 2011 |
|
|
Assets (Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency residential mortgage-backed securities |
|
$ |
264,908 |
|
|
$ |
|
|
|
$ |
264,908 |
|
|
$ |
|
|
Agency residential collateralized mortgage obligations |
|
|
430,248 |
|
|
|
|
|
|
|
430,248 |
|
|
|
|
|
SBA pools |
|
|
4,868 |
|
|
|
|
|
|
|
4,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
700,024 |
|
|
$ |
|
|
|
$ |
700,024 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale |
|
$ |
14,020 |
|
|
$ |
|
|
|
$ |
14,020 |
|
|
$ |
|
|
Derivative instruments |
|
$ |
47 |
|
|
$ |
|
|
|
$ |
47 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, 2010 |
|
|
Assets (Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency residential mortgage-backed securities |
|
$ |
354,497 |
|
|
$ |
|
|
|
$ |
354,497 |
|
|
$ |
|
|
Agency residential collateralized mortgage obligations |
|
|
357,892 |
|
|
|
|
|
|
|
357,892 |
|
|
|
|
|
SBA pools |
|
|
5,108 |
|
|
|
|
|
|
|
5,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
717,497 |
|
|
$ |
|
|
|
$ |
717,497 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale |
|
$ |
16,877 |
|
|
$ |
|
|
|
$ |
16,877 |
|
|
$ |
|
|
Derivative instruments |
|
$ |
116 |
|
|
$ |
|
|
|
$ |
116 |
|
|
$ |
|
|
Assets and Liabilities Measured on a Non-Recurring Basis
Assets and liabilities measured at fair value on a non-recurring basis are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2011, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
March 31, 2011 |
|
|
Assets (Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
11,962 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
11,962 |
|
Other real estate owned |
|
|
2,465 |
|
|
|
|
|
|
|
2,219 |
|
|
|
246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Active Markets |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
|
for Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
December 31, 2010 |
|
|
Assets (Level 1) |
|
|
Inputs (Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
11,630 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
11,630 |
|
Other real estate owned |
|
|
2,668 |
|
|
|
|
|
|
|
2,219 |
|
|
|
449 |
|
Impaired loans, which primarily consist of commercial real estate, one- to four-family
residential, home equity/home improvement and commercial non-mortgage loans, are measured for
impairment using the fair value of the collateral (as determined by third party appraisals using
recent comparative sales data and other measures) for collateral dependent loans. Impaired loans
with allocated allowance for loan losses at March 31, 2011, had a carrying amount of $11,962, which
is made up of the outstanding balance of $14,092, net of a valuation allowance of $2,130. Impaired
loans with allocated allowance for loan losses at December 31, 2010, had a carrying amount of
$11,630, which is made up of the outstanding balance of $13,637, net of a valuation allowance of
$2,007.
Page 22 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
At March 31, 2011, other real estate owned, which is measured at the lower of book or fair value
less costs to sell, had a net book value of $2,465, which is made up of the outstanding balance of
$2,888, net of a valuation allowance of $423. Of the $423, $20 resulted from write-downs during
the three months ended March 31, 2011. At December 31, 2010, other real estate owned, which is
measured at the lower of book or fair value less costs to sell, had a net book value of $2,668,
which is made up of the outstanding balance of $3,120 net of a valuation allowance of $452,
resulting in net write-downs of $502 for the year ended December 31, 2010.
Activity for other real estate owned at March 31, 2011 and the related valuation allowance follows:
|
|
|
|
|
Other real estate owned: |
|
|
|
|
Balance at January 1, 2011 |
|
$ |
2,668 |
|
Transfers in at fair value |
|
|
132 |
|
Change in valuation allowance |
|
|
29 |
|
Sale of property (gross) |
|
|
(364 |
) |
|
|
|
|
Balance at March 31, 2011 |
|
$ |
2,465 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance: |
|
|
|
|
Balance at January 1, 2011 |
|
$ |
452 |
|
Sale of property |
|
|
(49 |
) |
Valuation adjustment |
|
|
20 |
|
|
|
|
|
Balance at March 31, 2011 |
|
$ |
423 |
|
|
|
|
|
Carrying amount and estimated fair values of financial instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
38,756 |
|
|
$ |
38,756 |
|
|
$ |
68,650 |
|
|
$ |
68,650 |
|
Securities available for sale |
|
|
700,024 |
|
|
|
700,024 |
|
|
|
717,497 |
|
|
|
717,497 |
|
Securities held to maturity |
|
|
523,689 |
|
|
|
524,431 |
|
|
|
432,519 |
|
|
|
434,296 |
|
Loans held for sale |
|
|
318,998 |
|
|
|
319,328 |
|
|
|
491,985 |
|
|
|
492,367 |
|
Loans, net |
|
|
1,086,153 |
|
|
|
1,099,759 |
|
|
|
1,092,114 |
|
|
|
1,107,640 |
|
FHLB stock |
|
|
13,888 |
|
|
|
N/A |
|
|
|
20,569 |
|
|
|
N/A |
|
Bank-owned life insurance |
|
|
28,619 |
|
|
|
28,619 |
|
|
|
28,501 |
|
|
|
28,501 |
|
Accrued interest receivable |
|
|
7,985 |
|
|
|
7,985 |
|
|
|
9,248 |
|
|
|
9,248 |
|
Derivative instruments |
|
|
47 |
|
|
|
47 |
|
|
|
116 |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
(2,033,019 |
) |
|
$ |
(2,011,999 |
) |
|
$ |
(2,017,550 |
) |
|
$ |
(2,087,160 |
) |
FHLB advances |
|
|
(298,420 |
) |
|
|
(307,003 |
) |
|
|
(461,219 |
) |
|
|
(470,729 |
) |
Repurchase agreement |
|
|
(25,000 |
) |
|
|
(26,984 |
) |
|
|
(25,000 |
) |
|
|
(27,255 |
) |
Other borrowings |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
Accrued interest payable |
|
|
(1,588 |
) |
|
|
(1,588 |
) |
|
|
(1,541 |
) |
|
|
(1,541 |
) |
Page 23 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
The methods and assumptions used to estimate fair value are described as follows:
Estimated fair value is the carrying amount for cash and cash equivalents, bank-owned life
insurance and accrued interest receivable and payable. For loans, fair value is based on
discounted cash flows using current market offering rates, estimated life, and applicable credit
risk. For deposits and borrowings, fair value is calculated using the FHLB advance curve to
discount cash flows for the estimated life for deposits and according to the contractual repayment
schedule for borrowings. Fair value of debt is based on discounting the estimated cash flows using
the current rate at which similar borrowings would be made with similar terms and remaining
maturities. It was not practicable to determine the fair value of FHLB stock due to restrictions
on its transferability. The fair value of off-balance sheet items is based on the current fees or
costs that would be charged to enter into or terminate such arrangements and are not considered
significant to this presentation.
8. Derivative Financial Instruments
In May 2010, the Company began entering into interest rate lock commitments (IRLCs) with
prospective residential mortgage borrowers whereby the interest rate on the loan is determined
prior to funding and the borrowers have locked into that interest rate. These commitments are
carried at fair value in accordance with ASC 815, Derivatives and Hedging. The estimated fair
values of IRLCs are based on quoted market values and are recorded in other assets in the
consolidated balance sheets. The initial and subsequent changes in the value of IRLCs are a
component of net gain on sale of loans.
The Company actively manages the risk profiles of its IRLCs and mortgage loans held for sale on a
daily basis. To manage the price risk associated with IRLCs, the Company enters into forward sales
of mortgage-backed securities in an amount similar to the portion of the IRLC expected to close,
assuming no change in mortgage interest rates. In addition, to manage the interest rate risk
associated with mortgage loans held for sale, the Company enters into forward sales of
mortgage-backed securities to deliver mortgage loan inventory to investors. The estimated fair
values of forward sales of mortgage-backed securities and forward sale commitments are based on
quoted market values and are recorded as an other asset or an accrued liability in the consolidated
balance sheets. The initial and subsequent changes in value on forward sales of mortgage-backed
securities are a component of net gain on sale of loans.
The following table provides the outstanding notional balances and fair values of outstanding
positions for the dates indicated, and recorded gains (losses) during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
|
|
|
|
Expiration |
|
|
Notional |
|
|
|
|
|
|
Recorded |
|
March 31, 2011 |
|
Dates |
|
|
Balance |
|
|
Fair Value |
|
|
Gains/(Losses) |
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRLCs |
|
|
2011 |
|
|
$ |
16,624 |
|
|
$ |
56 |
|
|
$ |
56 |
|
Loan sale commitments |
|
|
2011 |
|
|
|
4,688 |
|
|
|
31 |
|
|
|
(75 |
) |
Forward mortgage-backed securities trades |
|
|
2011 |
|
|
|
16,750 |
|
|
|
(8 |
) |
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
|
|
|
|
|
|
|
|
Expiration |
|
|
Notional |
|
|
|
|
|
|
Recorded |
|
December 31, 2010 |
|
Dates |
|
|
Balance |
|
|
Fair Value |
|
|
Gains/(Losses) |
|
Other Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRLCs |
|
|
2011 |
|
|
$ |
16,082 |
|
|
$ |
11 |
|
|
$ |
11 |
|
Loan sale commitments |
|
|
2011 |
|
|
|
10,207 |
|
|
|
(79 |
) |
|
|
1,367 |
|
Forward mortgage-backed securities trades |
|
|
2011 |
|
|
|
23,102 |
|
|
|
105 |
|
|
|
(1,176 |
) |
Page 24 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
9. Repurchase Agreement
In April 2008, the Company entered into a ten-year term structured repurchase callable agreement
with Credit Suisse Securities (U.S.A.) LLC for $25,000 to leverage the balance sheet and reduce the
cost of funds. The interest rate was fixed at 1.62% for the first year of the agreement. After
the first year, the interest rate adjusts quarterly to 6.25% less the three month Libor rate,
subject to a lifetime cap of 3.22%. The rate was 3.22% at March 31, 2011 and December 31, 2010.
The securities sold under agreement to repurchase had an average balance of $32,548 and an average
interest rate of 2.14% during the three months ended March 31, 2011. The maximum month-end balance
during the three months ended March 31, 2011 was $32,794. At maturity, the securities underlying
the agreement are returned to the Company. The fair value of these securities sold under the
agreement to repurchase was $32,042 at March 31, 2011. The Company retains the right to substitute
securities under the terms of the agreement.
10. FHLB Advances
At March 31, 2011, advances from the FHLB totaled $298,420, net of a restructuring prepayment
penalty of $4,999, and had interest rates ranging from 0.05% to 5.99% with a weighted average rate
of 2.84%. At December 31, 2010, advances from the FHLB totaled $461,219, net of a restructuring
prepayment penalty of $5,259, and had interest rates ranging from 0.16% to 5.99% with a weighted
average rate of 1.95%. At March 31, 2011 and December 31, 2010, the Company had $22,000 in
variable rate FHLB advances; the remainder of FHLB advances at those dates had fixed rates.
In November 2010, $91,644 in fixed-rate FHLB advances were modified. The 22 advances that were
modified had a weighted average rate of 4.15% and an average term to maturity of approximately 2.6
years. These advances were prepaid and restructured with $91,644 of new, lower-cost FHLB advances
with a weighted average rate of 1.79% and an average term to maturity of approximately 4.9 years.
The early repayment of the debt resulted in a prepayment penalty of $5,421, which will be amortized
to interest expense in future periods as an adjustment to the cost of the new FHLB advances. The
effective rate of the new advances after accounting for the prepayment penalty is 2.98%.
Each advance is payable at its maturity date and is subject to prepayment penalties. The advances
were collateralized by mortgage and commercial loans with FHLB collateral values of $618,918 and
$654,913 under a blanket lien arrangement at the periods ended March 31, 2011 and December 31,
2010. Based on this collateral, the Company was eligible to borrow an additional $968,092 and
$756,432 at March 31, 2011 and December 31, 2010. In addition, FHLB stock also secures debts to
the FHLB. The current agreement provided for a maximum borrowing amount of approximately
$1,271,637 and $1,223,035 at March 31, 2011 and December 31, 2010.
At March 31, 2011, the advances are structured to contractually pay down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Balance |
|
|
Rate |
|
2011 |
|
$ |
55,299 |
|
|
|
1.05 |
% |
2012 |
|
|
36,720 |
|
|
|
2.22 |
|
2013 |
|
|
17,134 |
|
|
|
4.47 |
|
2014 |
|
|
36,516 |
|
|
|
2.86 |
|
2015 |
|
|
61,742 |
|
|
|
3.66 |
|
Thereafter |
|
|
96,008 |
|
|
|
3.27 |
|
|
|
|
|
|
|
|
|
|
|
|
303,419 |
|
|
|
2.84 |
% |
Restructruing prepayment penalty |
|
|
(4,999 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
298,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 25 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
11. Share-Based Compensation
In May 2007, ViewPoint Financial Groups shareholders approved the ViewPoint Financial Group 2007
Equity Incentive Plan, which was assumed by the Company in connection with the Conversion. The
Company is accounting for this plan under ASC 718, Compensation Stock Compensation, which
requires companies to record compensation cost for share-based payment transactions with employees
in return for employment service. Under this plan, 1,624,690 options to purchase shares of common
stock and 649,877 restricted shares of common stock were made available.
The compensation cost that has been charged against income for the restricted stock portion of the
Equity Incentive Plan was $350 and $391 for the three months ended March 31, 2011 and 2010,
respectively. The compensation cost that has been charged against income for the stock option
portion of the Equity Incentive Plan was $80 and $51 for the three months ended March 31, 2011 and
2010, respectively. The total income tax benefit recognized in the income statement for
share-based compensation was $151 and $150 for the three months ended March 31, 2011 and 2010,
respectively.
A summary of the status of the non-vested shares of the restricted stock portion of the Equity
Incentive Plan at March 31, 2011, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Non-vested at January 1, 2011 |
|
|
218,393 |
|
|
$ |
13.14 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(2,800 |
) |
|
|
11.81 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2011 |
|
|
215,593 |
|
|
$ |
13.15 |
|
|
|
|
|
|
|
|
The grant date fair value is based on the last sale price as quoted on the NASDAQ Stock Market
on the grant date. As of March 31, 2011, there was $1,640 of total unrecognized compensation
expense related to non-vested shares awarded under the restricted stock portion of the Equity
Incentive Plan. That expense is expected to be recognized over a weighted-average period of 1.2
years.
A summary of the activity under the stock option portion of the Equity Incentive Plan as of March
31, 2011, and changes for the three months then ended is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
Options |
|
Shares |
|
|
Price |
|
|
Term |
|
|
Value |
|
Outstanding at January 1, 2011 |
|
|
457,555 |
|
|
$ |
12.01 |
|
|
|
7.6 |
|
|
$ |
170 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(6,440 |
) |
|
|
11.13 |
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2011 |
|
|
451,115 |
|
|
$ |
12.02 |
|
|
|
7.4 |
|
|
$ |
481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully vested and expected to vest |
|
|
408,319 |
|
|
$ |
12.16 |
|
|
|
7.2 |
|
|
$ |
410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2011 |
|
|
62,059 |
|
|
$ |
12.93 |
|
|
|
6.3 |
|
|
$ |
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 26 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
As of March 31, 2011, there was $411 of total unrecognized compensation expense related to
non-exercisable shares awarded under the stock option portion of the Equity Incentive Plan. That
expense is expected to be recognized over a weighted-average period of 2.1 years.
12. Income Taxes
The net deferred tax assets totaled $8,006 and $6,580 at March 31, 2011 and December 31, 2010,
respectively. No valuation allowance was provided on deferred tax assets as of March 31, 2011 or
December 31, 2010, as the Company expects to realize the future tax benefits. The Company
estimates the annual effective tax rate for 2011 will be between 32.0% and 33.0%. The actual
effective tax rate for the three months ended March 31, 2011 is lower than the estimated annual
effective tax rate due to various immaterial adjustments to deferred tax assets and liabilities
recorded during the quarter.
13. Segment Information
The reportable segments are determined by the products and services offered, primarily
distinguished between banking and VPM, our mortgage banking subsidiary. Loans, investments and
deposits generate the revenues in the banking segment; secondary marketing sales primarily generate
the revenue in the VPM segment. Segment performance is evaluated using segment profit (loss).
Information reported internally for performance assessment for the three months ended March 31,
2011 and 2010 follows:
Page 27 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
Segments |
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
(Consolidated |
|
Results of Operations: |
|
Banking |
|
|
VPM |
|
|
Adjustments1 |
|
|
Total) |
|
Total interest income |
|
$ |
27,828 |
|
|
$ |
449 |
|
|
$ |
(382 |
) |
|
$ |
27,895 |
|
Total interest expense |
|
|
8,974 |
|
|
|
382 |
|
|
|
(438 |
) |
|
|
8,918 |
|
Provision for loan losses |
|
|
1,093 |
|
|
|
2 |
|
|
|
|
|
|
|
1,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
17,761 |
|
|
|
65 |
|
|
|
56 |
|
|
|
17,882 |
|
Other revenue |
|
|
8,135 |
|
|
|
1 |
|
|
|
382 |
|
|
|
8,518 |
|
Net gain (loss) on sale of mortgage loans |
|
|
(536 |
) |
|
|
2,485 |
|
|
|
|
|
|
|
1,949 |
|
Total noninterest expense |
|
|
15,460 |
|
|
|
3,132 |
|
|
|
269 |
|
|
|
18,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense (benefit) |
|
|
9,900 |
|
|
|
(581 |
) |
|
|
169 |
|
|
|
9,488 |
|
Income tax expense (benefit) |
|
|
3,194 |
|
|
|
(187 |
) |
|
|
(73 |
) |
|
|
2,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
6,706 |
|
|
$ |
(394 |
) |
|
$ |
242 |
|
|
$ |
6,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
2,797,148 |
|
|
$ |
38,774 |
|
|
$ |
(39,906 |
) |
|
$ |
2,796,016 |
|
Noncash items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on sale of mortgage loans |
|
|
(536 |
) |
|
|
2,485 |
|
|
|
|
|
|
|
1,949 |
|
Depreciation |
|
|
804 |
|
|
|
76 |
|
|
|
|
|
|
|
880 |
|
Provision for loan losses |
|
|
1,093 |
|
|
|
2 |
|
|
|
|
|
|
|
1,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
Segments |
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
(Consolidated |
|
Results of Operations: |
|
Banking |
|
|
VPM |
|
|
Adjustments1 |
|
|
Total) |
|
Total interest income |
|
$ |
25,770 |
|
|
$ |
366 |
|
|
$ |
73 |
|
|
$ |
26,209 |
|
Total interest expense |
|
|
11,056 |
|
|
|
309 |
|
|
|
(248 |
) |
|
|
11,117 |
|
Provision for loan losses |
|
|
1,105 |
|
|
|
41 |
|
|
|
|
|
|
|
1,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
13,609 |
|
|
|
16 |
|
|
|
321 |
|
|
|
13,946 |
|
Other revenue |
|
|
4,917 |
|
|
|
(1 |
) |
|
|
(15 |
) |
|
|
4,901 |
|
Net gain (loss) on sale of mortgage loans |
|
|
(156 |
) |
|
|
2,811 |
|
|
|
|
|
|
|
2,655 |
|
Total noninterest expense |
|
|
13,997 |
|
|
|
3,403 |
|
|
|
112 |
|
|
|
17,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense (benefit) |
|
|
4,373 |
|
|
|
(577 |
) |
|
|
194 |
|
|
|
3,990 |
|
Income tax expense (benefit) |
|
|
1,543 |
|
|
|
(194 |
) |
|
|
(64 |
) |
|
|
1,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,830 |
|
|
$ |
(383 |
) |
|
$ |
258 |
|
|
$ |
2,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
2,477,209 |
|
|
$ |
39,541 |
|
|
$ |
(39,337 |
) |
|
$ |
2,477,413 |
|
Noncash items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on sale of mortgage loans |
|
|
(156 |
) |
|
|
2,811 |
|
|
|
|
|
|
|
2,655 |
|
Depreciation |
|
|
833 |
|
|
|
67 |
|
|
|
|
|
|
|
900 |
|
Provision for loan losses |
|
|
1,105 |
|
|
|
41 |
|
|
|
|
|
|
|
1,146 |
|
|
|
|
1 |
|
Includes eliminating entries for intercompany transactions and
stand-alone expenses of the Company |
Page 28 of 54
VIEWPOINT FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
14. Recent Accounting Developments
In April 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2011-02, Receivables (Topic 310): A Creditors Determination of Whether a Restructuring Is
a Troubled Debt Restructuring. This ASU amends ASC 310-40, Receivables Troubled Debt
Restructurings by Creditors to clarify the guidance on a creditors evaluation of whether it has
granted a concession and whether a debtor is experiencing financial difficulties. In addition, the
amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate
test in the debtors guidance on restructuring of payables when evaluating whether a restructuring
constitutes a troubled debt restructuring. The guidance on identifying and disclosing troubled
debt restructurings is effective for interim and annual periods beginning on or after June 15, 2011
and applies retrospectively to restructurings occurring on or after the beginning of the year. The
guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring
is effective on a prospective basis. Early adoption is allowed. This ASU also sets the effective
dates for troubled debt restructuring disclosures required by the recent guidance on credit quality
disclosures outlined in ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses. These requirements are effective for
interim and annual periods beginning on or after June 15, 2011, the same date as the clarifying
guidance. The Company is currently evaluating this guidance and does not expect the adoption of
this ASU to have a significant impact to the Companys financial statements.
Page 29 of 54
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Private Securities Litigation Reform Act Safe Harbor Statement
When used in filings by the Company with the Securities and Exchange Commission (the SEC) in the
Companys 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, including, among other things, 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, the Companys
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 the Companys market
area, competition, changes in managements business strategies and other factors set forth under
Risk Factors in the Companys Annual Report on Form 10-K, that could cause actual results to differ
materially from historical earnings and those presently anticipated or projected. The Company
wishes to advise readers that the factors listed above could materially affect the Companys
financial performance and could cause the Companys actual results for future periods to differ
materially from any opinions or statements expressed with respect to future periods in any current
statements.
The Company 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.
Overview
The Company, a Maryland corporation, is the full stock holding company for its wholly owned
subsidiary, ViewPoint Bank (the Bank). The Banks operations include its wholly owned
subsidiary, ViewPoint Bankers Mortgage, Inc. (doing business as ViewPoint Mortgage) (VPM). On
July 6, 2010, the Company completed a public offering and share exchange as part of the Banks
conversion from the mutual holding company structure (the Conversion). Please see Note 2 of the
Notes to the Unaudited Consolidated Financial Statements under Item 1 of this report for more
information. All share and per share information in this report for periods prior to the
Conversion has been adjusted to reflect the 1.4:1 exchange ratio on publicly traded shares, which
resulted in a 4,287,752 increase in outstanding shares.
The Company and the Bank are currently examined and regulated by the Office of Thrift Supervision
(OTS), its primary federal regulator. In 2011, the regulatory oversight of the Company will
transfer to the Federal Reserve Board, and the regulatory oversight of the Bank will transfer to
the Office of the Comptroller of the Currency (OCC) as part of the consolidation of the OTS into
the OCC under the Dodd-Frank Wall Street Reform and Consumer Protection Act that was enacted on
July 21, 2010. The Bank is also regulated by the Federal Deposit Insurance Corporation (FDIC).
The Bank is required to have certain reserves set by the Federal Reserve Board and is a member of
the Federal Home Loan Bank of Dallas, which is one of the 12 regional banks in the Federal Home
Loan Bank (FHLB) System.
Our principal business consists of attracting retail deposits from the general public and the
business community and investing those funds, along with borrowed funds, in permanent loans secured
by first and second mortgages on owner-occupied, one- to four-family residences and on commercial
real estate, as well as in secured and unsecured commercial non-mortgage and consumer loans.
Additionally, we have an active program with mortgage banking companies that allows them to close
one- to four-family real estate loans in their own name and temporarily finance their inventory of
these closed loans until the loans are sold to investors approved by the Company (the Warehouse
Purchase Program). We also offer brokerage services for the purchase and sale of non-deposit
investment and insurance products through a third party brokerage arrangement.
Our operating revenues are derived principally from interest earnings on interest-earning assets
including loans and investment securities, service charges and fees on deposits, and gains on the
sale of loans. Our primary sources of funds are deposits, FHLB advances and other borrowings, and
payments received on loans and securities. We offer a variety of deposit accounts that provide a
wide range of interest rates and terms, generally including savings, money market, term certificate
and demand accounts.
Page 30 of 54
At March 31, 2011, the Company operated 23 community bank offices in the Dallas/Fort Worth
Metroplex and 13 loan production offices located in Texas, Oklahoma and Ohio. The Company plans to
open new community bank offices in Carrollton and Flower Mound during the summer of 2011. During
the first quarter of 2011, VPM hired an established mortgage loan origination team in Girard, Ohio,
to focus on national origination of Veterans Affairs (VA) loans. Also during the first quarter
of 2011, VPM closed two mortgage loan production offices in Waxahachie, Texas and San Antonio,
Texas.
Performance Highlights
|
|
|
Net income increased by $3.9 million, or 142.3%: Net income for the three months ended
March 31, 2011, which includes a $2.2 million net of tax gain on sale of securities,
increased by $3.9 million, or 142.3%, to $6.6 million, compared to $2.7 million for the
three months ended March 31, 2010. |
|
|
|
Basic and diluted EPS doubled from prior year period: Basic and diluted earnings per
share for the three months ended March 31, 2011 was $0.20, up $0.10 from the three months
ended March 31, 2010. |
|
|
|
NPL ratio declined 13 basis points from 1.59% at December 31, 2010 to 1.46% at March 31,
2011: Non-performing loans decreased by $1.6 million from December 31, 2010 to March 31,
2011, improving the ratio of non-performing loans to total loans by 13 basis points. |
|
|
|
Lower deposit and borrowing rates fueled a 13 basis point increase in net interest
margin to 2.80%: The net interest margin increased 13 basis points to 2.80% for the three
months ended March 31, 2011, from 2.67% for the three months ended March 31, 2010. |
|
|
|
Deposit growth of $15.5 million: Deposits increased by $15.5 million from December 31,
2010, primarily due to growth of $22.6 million in interest-bearing demand accounts. |
Critical Accounting Policies
Certain of our accounting policies are important to the portrayal of our financial condition, since
they require management to make difficult, complex or subjective judgments, some of which may
relate to matters that are inherently uncertain. Estimates associated with these policies are
susceptible to material changes as a result of changes in facts and circumstances. Facts and
circumstances which could affect these judgments include, but are not limited to, changes in
interest rates, changes in the performance of the economy and changes in the financial condition of
borrowers. Management believes that its critical accounting policies include determining the
allowance for loan losses and other-than-temporary impairments in our securities portfolio. Our
accounting policies are discussed in detail in Note 1 of the Notes to Consolidated Financial
Statements contained in our Annual Report on Form 10-K.
Allowance for Loan Loss. The allowance for loan losses and related provision expense are
susceptible to change if the credit quality of our loan portfolio changes, which is evidenced by
many factors including charge-offs and non-performing loan trends. Generally, one- to four-family
residential real estate lending has a lower credit risk profile compared to consumer lending (such
as automobile or personal line of credit loans). Commercial real estate and non-mortgage lending,
however, have higher credit risk profiles than consumer and one- to four- family residential real
estate loans due to these loans being larger in amount and non-homogenous in structure and term.
Changes in economic conditions, the mix and size of the loan portfolio and individual borrower
conditions can dramatically impact our level of allowance for loan losses in relatively short
periods of time. Management believes that the allowance for loan losses is maintained at a level
that represents our best estimate of credit losses in the loan portfolio. While management uses
available information to recognize losses on loans, future additions to the allowance for loan
losses may be necessary based on changes in economic conditions. In addition, our banking
regulators periodically review our allowance for loan losses and may require us to recognize
additions to the allowance for loan losses based on their judgments about information available to
them at the time of their review.
Management evaluates current information and events regarding a borrowers ability to repay its
obligations and considers a loan to be impaired when the ultimate collectability of amounts due,
according to the contractual terms of the loan agreement, is in doubt. If an impaired loan is
collateral-dependent, the fair value of the collateral, less the estimated cost to sell, is used to
determine the amount of impairment. For permanently impaired loans, the amount of the impairment
can be adjusted, based on current data, until such time as the actual basis is established by
acquisition of the collateral. Impairment losses are reflected in the allowance for loan losses
through a charge to the provision for loan losses. Subsequent recoveries are credited to the
allowance for loan losses. Cash receipts for accruing loans are applied to principal and interest
under the contractual terms of the loan agreement. Cash receipts on impaired loans for which the
accrual of interest has been discontinued are applied first to principal and then to interest
income.
Page 31 of 54
Other-than-Temporary Impairments. The Company evaluates securities for other-than-temporary
impairment on at least a quarterly basis and more frequently when economic, market, or security
specific concerns warrant such evaluation. Consideration is given to the length of time and the
extent to which the fair value has been less than amortized cost, the financial condition and
near-term prospects of the issuer, and the intent and ability of the Company to retain its
investment in the issuer for a period of time sufficient to allow for any anticipated recovery in
fair value. In analyzing an issuers financial condition, the Company may consider whether the
securities are issued by the federal government or its agencies, whether downgrades by bond rating
agencies have occurred, and the results of reviews of the issuers financial condition. The
Company conducts regular reviews of the bond agency ratings of securities and considers whether the
securities were issued by or have principal and interest payments guaranteed by the federal
government or its agencies. These reviews focus on the underlying rating of the issuer and also
include the insurance rating of securities that have an insurance component. The ratings and
financial condition of the issuers are monitored, as well as the financial condition and ratings of
the insurers.
For periods in which other-than-temporary impairment of a debt security is recognized, the credit
portion of the amount is determined by subtracting the present value of the stream of estimated
cash flows as calculated in a discounted cash flow model and discounted at book yield from the
prior periods ending carrying value. The non-credit portion of the amount is determined by
subtracting the credit portion of the impairment from the difference between the book value and
fair value of the security. The credit related portion of the impairments is charged against
income and the non-credit related portion is charged to equity as a component of other
comprehensive income, net of applicable taxes.
Business Strategy
Our principal objective is to remain an independent, community-oriented financial institution
serving customers in our primary market area. Our Board of Directors has sought to accomplish this
objective through the adoption of a strategy designed to maintain profitability, a strong capital
position and high asset quality. This strategy primarily involves:
|
|
Continuing the growth and diversification of our loan portfolio. |
|
|
During the past six years, we have successfully transitioned our lending activities from a
predominantly consumer-driven model to become a more diversified consumer and business lender by
emphasizing three key lending initiatives: our Warehouse Purchase Program, through which we fund
third party mortgage bankers; residential mortgage lending through our own mortgage banking
company; and commercial real estate lending. Additionally, we are diversifying our loan
portfolio by increasing secured commercial and industrial lending to small to mid-size
businesses in our market area. Loan diversification improves our earnings because commercial
real estate and commercial and industrial loans generally have higher interest rates than
residential mortgage loans. Another benefit of commercial lending is that it improves the
sensitivity of our interest-earning assets because commercial loans typically have shorter terms
than residential mortgage loans and in some cases have variable interest rates. |
|
|
Maintaining our historically high level of asset quality. |
|
|
We believe that strong asset quality is a key to long-term financial success. We have sought to
maintain a high level of asset quality and moderate credit risk by strictly adhering to our
strong lending policies, as evidenced by our low charge-off ratios and non-performing assets.
Although we intend to continue our efforts to grow our loan portfolio, including through
commercial real estate and business lending, we intend to continue our philosophy of managing
credit exposures through our conservative approach to lending. |
|
|
Capturing our customers full relationship. |
|
|
We offer a wide range of products and services that provide diversification of revenue sources
and solidify our relationship with our customers. We focus on core retail and business
deposits, including savings and checking accounts, that lead to long-term customer retention.
For example, our Absolute Checking account product, which offers a higher rate of interest when
electronic transaction volume and other requirements are satisfied, provides cost savings and
drives fee revenue while providing what we believe to be a stable customer relationship. As
part of our commercial lending process we cross-sell the entire business banking relationship,
including non-interest-bearing deposits and business banking products, such as online cash
management, treasury management, wires, and direct deposit /payment processing. |
|
|
In addition to deepening our relationships with existing customers, we intend to expand our
business to new customers by leveraging our well-established involvement in the community and by
selectively emphasizing products and services designed to meet their banking needs. We also
intend to continue to pursue expansion in our market area by growing our branch network. We may
also consider the acquisition of other financial institutions or open branches of other banks in
or contiguous to our market area, although currently no specific transactions are planned. |
Page 32 of 54
Comparison of Financial Condition at March 31, 2011, and December 31, 2010
General. Total assets decreased by $146.0 million, or 5.0%, to $2.80 billion at March 31, 2011,
from $2.94 billion at December 31, 2010. The decrease in total assets was primarily due to a
$173.0 million decrease in mortgage loans held for sale, primarily attributable to a decline in
Warehouse Purchase Program balances, a $28.7 million decrease in short-term interest-bearing
deposits in other financial institutions and a $17.5 million decrease in securities available for
sale. This decrease was partially offset by a $91.2 million increase in securities held to
maturity.
Loans. Gross loans (including $319.0 million in mortgage loans held for sale) decreased by $178.5
million, or 11.2%, to $1.42 billion at March 31, 2011 from $1.60 billion at December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
370,852 |
|
|
$ |
370,149 |
|
|
$ |
703 |
|
|
|
0.2 |
% |
Commercial real estate |
|
|
483,140 |
|
|
|
479,071 |
|
|
|
4,069 |
|
|
|
0.8 |
|
One- to four- family construction |
|
|
10,662 |
|
|
|
11,435 |
|
|
|
(773 |
) |
|
|
(6.8 |
) |
Commercial construction |
|
|
1,659 |
|
|
|
569 |
|
|
|
1,090 |
|
|
|
191.6 |
|
Home equity/home improvement |
|
|
140,518 |
|
|
|
139,165 |
|
|
|
1,353 |
|
|
|
1.0 |
|
Mortgage loans held for sale |
|
|
318,998 |
|
|
|
491,985 |
|
|
|
(172,987 |
) |
|
|
(35.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
1,325,829 |
|
|
|
1,492,374 |
|
|
|
(166,545 |
) |
|
|
(11.2 |
) |
Automobile loans |
|
|
37,387 |
|
|
|
42,550 |
|
|
|
(5,163 |
) |
|
|
(12.1 |
) |
Other consumer loans |
|
|
18,757 |
|
|
|
24,816 |
|
|
|
(6,059 |
) |
|
|
(24.4 |
) |
Commercial non-mortgage loans |
|
|
38,539 |
|
|
|
39,279 |
|
|
|
(740 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
94,683 |
|
|
|
106,645 |
|
|
|
(11,962 |
) |
|
|
(11.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loans |
|
$ |
1,420,512 |
|
|
$ |
1,599,019 |
|
|
$ |
(178,507 |
) |
|
|
(11.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale decreased by $173.0 million, or 35.2%, from December 31, 2010,
with $160.4 million of this variance being attributable to a reduction in Warehouse Purchase
Program loans purchased for sale under our standard loan participation agreement. The remaining
$12.6 million of the decline was associated with loans originated for sale by our mortgage banking
subsidiary, VPM. Our Warehouse Purchase Program enables our mortgage banking company customers to
close conforming and some jumbo one- to four-family real estate loans in their own name and
temporarily finance their inventory of these closed loans until the loans are sold to investors
approved by the Company. The Warehouse Purchase Program had 30 clients with approved maximum
borrowing amounts ranging from $10.0 million to $30.0 million at March 31, 2011, compared to 29
clients at December 31, 2010 and 22 clients at March 31, 2010. During the three months ended March
31, 2011, the average outstanding balance per client was $8.6 million. For the first quarter of
2011, the Warehouse Purchase Program generated $612,000 in fee income and $3.2 million in interest
income, compared to $778,000 in fee income and $5.9 million in interest income for the fourth
quarter of 2010.
Page 33 of 54
VPM originated $86.2 million in one- to four-family mortgage loans during the three months ended
March 31, 2011, compared to $96.4 million during the first quarter of 2010 and $129.2 million
during the fourth quarter of 2010. Of the $86.2 million originated during the three months ended
March 31, 2011, $59.0 million were sold or committed to be sold to investors, generating a net gain
on sale of loans of $1.9 million. The remaining $27.2 million of VPM production was retained in
the Companys loan portfolio. For asset/liability and interest rate risk management purposes, the
Company follows guidelines set forth by the Companys Asset/Liability Management Committee to
determine whether to keep loans in portfolio or sell them with a servicing release premium. The
Company evaluates price, yield, duration and credit when determining the amount of loans sold or
retained. The decrease in mortgage production seen in the Warehouse Purchase Program and VPM is
primarily attributable to an overall decline in the mortgage market as refinance volume has dropped
industry-wide, as well as seasonal fluctuations in mortgage activity.
In 2010, the Company established a mortgage repurchase liability related to various representations
and warranties that reflect managements estimate of losses for loans for which the Company could
have repurchase obligations based on historical investor repurchase and indemnification demand and
historical loss ratios. Although investors may demand repurchase at any time, the Companys
historical demands have occurred within 12 months of the investor purchase. The Company had one
repurchase and four indemnifications during the first quarter of 2011, compared to no repurchases
and four indemnifications during the first quarter of 2010. Actual losses totaled $30,000 for each
of the first quarter of 2011 and 2010. The liability, included in Other Liabilities in the
consolidated balance sheet, was $66,000 at March 31, 2011, compared to $38,000 at December 31,
2010. Additions to the liability reduced net gains on mortgage loan origination/sales.
Commercial real estate loans increased by $4.1 million, or 0.8%, from December 31, 2010. Our
commercial real estate portfolio consists almost exclusively of loans secured by existing,
multi-tenanted commercial buildings. 89% of our commercial real estate loan balances are secured
by properties located in Texas, a market that we do not believe has experienced the same level of
economic pressure experienced in certain other geographic areas in the United States. The below
table illustrates the geographic concentration of our commercial real estate portfolio at March 31,
2011:
|
|
|
|
|
Texas |
|
|
89 |
% |
Oklahoma |
|
|
4 |
|
Louisiana |
|
|
2 |
|
California |
|
|
2 |
|
Illinois |
|
|
2 |
|
Other* |
|
|
1 |
|
|
|
|
|
|
|
|
100 |
% |
|
|
|
|
|
|
|
* |
|
Other consists of Arizona, Georgia, Nevada, New Mexico, Oregon, Kansas and Washington |
Our commercial non-mortgage portfolio remained relatively flat, declining by $740,000 compared to
December 31, 2010, while consumer loans, including direct and indirect automobile, other secured
installment loans, and unsecured lines of credit, decreased by $11.2 million, or 16.7%, from
December 31, 2010. As a means to diversify our loan portfolio, we have continued to reduce our
emphasis on direct automobile lending and eliminated indirect automobile lending, and are instead
focused on originating residential real estate and commercial loans. Nevertheless, we remain
committed to meeting all of the banking needs of our customers, which includes offering them
competitive consumer lending products. Additionally in March 2011, we sold the remainder of our
government-guaranteed student loan portfolio, which totaled $4.6 million at December 31, 2010.
This portfolio was sold due to the increasing costs of maintaining and servicing the declining
portfolio balance compared to the comparatively low portfolio yield. The sale of this portfolio
resulted in a net loss on sale of $146,000.
ViewPoint Mortgage. At March 31, 2011, VPM had total assets of $38.8 million, which primarily
consisted of $23.3 million in one- to four- family mortgage loans held for sale and $10.7 million
in one- to four-family construction loans. VPM recorded a net loss of $394,000 for the three
months ended March 31, 2011, compared to a net loss of $383,000 for the same period in 2010. The
net loss primarily resulted from lower mortgage origination volume, which is typical of the
seasonal nature of mortgage lending, as well as an overall decline in the mortgage market as
refinance volume has dropped industry-wide. VPM operates ten loan production offices in Texas, one
loan production office in Broken Arrow, Oklahoma and one loan production office in Girard, Ohio,
which was opened during the first quarter of 2011.
Page 34 of 54
Allowance for Loan Losses. The allowance for loan losses is maintained to cover losses that are
estimated in accordance with U.S. generally accepted accounting principles. It is our estimate of
credit losses in our loan portfolio at each balance sheet date. Our methodology for analyzing the
allowance for loan losses consists of general and specific components.
For the general component, we stratify the loan portfolio into homogeneous groups of loans that
possess similar loss potential characteristics and apply a loss ratio to these groups of loans to
estimate the credit losses in the loan portfolio. We use both historical loss ratios and
qualitative loss factors assigned to major loan collateral types to establish loss allocations.
The historical loss ratio is generally defined as an average percentage of net annual loan
losses to loans outstanding. Qualitative loss factors are based on managements judgment of
company-specific data and external economic indicators which may not yet be reflective in the
historical loss ratios and how this information could impact the Companys specific loan
portfolios. The Allowance for Loan Loss Committee sets and adjusts qualitative loss factors by
reviewing changes in loan composition and the seasonality of specific portfolios. The Allowance
for Loan Loss Committee also considers credit quality and trends relating to delinquency,
non-performing and/or classified loans and bankruptcy within the Companys loan portfolio when
evaluating qualitative loss factors. Additionally, the Allowance for Loan Loss Committee adjusts
qualitative factors to account for the potential impact of external economic factors, including the
unemployment rate, housing price, vacancy rates and inventory levels specific to our primary market
area.
For the specific component, the allowance for loan losses on individually analyzed impaired loans
includes commercial non-mortgage and one- to four-family and commercial real estate loans where
management has concerns about the borrowers ability to repay. Loss estimates include the negative
difference, if any, between the current fair value of the collateral or the estimated discounted
cash flows and the loan amount due.
We are focused on maintaining our asset quality by applying strong underwriting guidelines to all
loans that we originate. Substantially all of our residential real estate loans generally are
full-documentation, standard A type products. We do not offer any sub-prime loan products.
Our non-performing loans, which consist of nonaccrual loans, include both smaller balance
homogeneous loans that are collectively evaluated for impairment and individually classified
impaired loans. Loans are placed on nonaccrual status when the collection of principal and/or
interest becomes doubtful or other factors involving the loan warrant placing the loan on
nonaccrual status. Troubled debt restructurings, which are accounted for under ASC 310-40, are
loans which have renegotiated loan terms to assist borrowers who are unable to meet the original
terms of their loans. Modifications to loan terms may include a lower interest rate, a reduction
in principal, or a longer term to maturity. All troubled debt restructurings are initially
classified as nonaccruing loans, regardless of whether the loan was performing at the time it was
restructured. Once a troubled debt restructuring has performed according to its modified terms for
six months and the collection of principal and interest under the revised terms is deemed probable,
the Company places the loan back on accruing status. At March 31, 2011, $183,000 in troubled debt
restructurings were accruing interest. When the loan has performed according to its modified terms
for one year, it is no longer considered a troubled debt restructuring. At March 31, 2011, $10.1
million of troubled debt restructurings were classified as nonaccrual, including $9.3 million of
commercial real estate loans. Of the $10.1 million of troubled debt restructurings on nonaccrual
status, $8.6 million were performing under the revised terms, while $1.5 million were past due.
Our non-performing loans to total loans ratio at March 31, 2011, was 1.46%, compared to 1.59% at
December 31, 2010. Non-performing loans decreased by $1.6 million, from $17.6 million at December
31, 2010, to $16.0 million at March 31, 2011. The decrease in non-performing loans from December
2010 to March 2011 was primarily due to a $1.9 million decrease in non-performing one- to
four-family mortgage loans. One- to four- family mortgage loans totaling $2.2 million were
considered non-performing at December 31, 2010, but were not considered non-performing at March 31,
2011. The vast majority of these loans either paid off or returned to performing status during the
three months ended March 31, 2011.
Our allowance for loan losses at March 31, 2011, was $15.5 million, or 1.41% of total loans,
compared to $14.8 million, or 1.34% of total loans, at December 31, 2010. Our allowance for loan
losses to non-performing loans was 96.66% at March 31, 2011, compared to 84.22% as of December 31,
2010.
Page 35 of 54
Other Loans of Concern. The Company has other potential problem loans that are currently
performing and do not meet the criteria for impairment, but where some concern exists. These
possible credit problems may result in the future inclusion of these items in the non-performing
asset categories. These loans consist of residential and commercial real estate and commercial
non-mortgage loans that are classified as special mention, meaning that these loans have
potential weaknesses that deserve managements close attention. These loans are not adversely
classified according to regulatory classifications and do not expose the Company to sufficient risk
to warrant adverse classification. These loans have been considered in managements determination
of our allowance for loan losses. Excluding non-performing loans, as of March 31, 2011, there was
an aggregate of $4.1 million of these potential problem loans, compared to $3.5 million at December
31, 2010. Of the $4.1 million, two commercial real estate
loans totaling $2.5 million were not delinquent at March 31, 2011, but are being monitored due to
circumstances such as low occupancy rate, low debt service coverage or prior payment history
problems. The $585,000 increase in other loans of concern from December 31, 2010 to March 31, 2011
is primarily due to a $970,000 one-to four-family real estate loan that was upgraded during the
first quarter of 2011 from substandard. This loan, which is a former troubled debt restructuring,
is currently performing according to its modified terms but continues to be monitored.
Classified Assets. The classification of loans and other assets, such as securities and foreclosed
assets, considered by management to be of lesser quality, as substandard, doubtful or loss.
An asset is considered substandard if it is inadequately protected by the current net worth and
paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include
those characterized by the distinct possibility that the insured institution will sustain some
loss if the deficiencies are not corrected. Assets classified as doubtful have all of the
weaknesses of those classified substandard, with the added characteristic that the weaknesses
present make collection or liquidation in full, on the basis of currently existing facts,
conditions and values, highly questionable and improbable. Assets classified as loss are those
considered uncollectible and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.
We regularly review the problem assets in our portfolio to determine whether any assets require
classification. The total amount classified represented 4.9% of our equity capital and 0.70% of
our assets at March 31, 2011, compared to 5.4% of our equity capital and 0.73% of our assets at
December 31, 2010. The aggregate amount of classified assets at the dates indicated was as
follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
|
December 31, 2010 |
|
|
|
(Dollars in thousands) |
|
Loss |
|
$ |
|
|
|
$ |
|
|
Doubtful |
|
|
4,827 |
|
|
|
4,185 |
|
Substandard |
|
|
14,850 |
|
|
|
17,410 |
|
|
|
|
|
|
|
|
Total |
|
$ |
19,677 |
|
|
$ |
21,595 |
|
|
|
|
|
|
|
|
Classified assets decreased by $1.9 million to $19.7 million at March 31, 2011, from $21.6
million at December 31, 2010. This decrease was primarily attributable to a $2.2 million decline
in substandard one- to four- family real estate loans as a result of pay-off or improvement in
status of credits.
Securities. Our securities portfolio increased by $73.7 million, or 6.4%, to $1.22 billion at
March 31, 2011, from $1.15 billion at December 31, 2010. The increase in our securities portfolio
was funded in part by increased deposit volume, as well as decreased mortgage production primarily
resulting from seasonal decreases and an overall decline in the mortgage market. During the three
months ended March 31, 2011, $234.3 million of securities purchased was partially offset by
proceeds from securities sales totaling $93.0 million and maturities and paydowns totaling $65.7
million. The purchases consisted of $119.4 million of securities deemed available for sale and
$114.9 million of securities that were recorded as held to maturity. The classification of these
purchased securities was determined in accordance with ASC 320-10. The available for sale
securities purchased consisted of floating rate U.S. government agency collateralized mortgage
obligations. The held to maturity securities purchased consisted of fixed rate government and
agency mortgage backed securities and collateralized mortgage obligations, and ascending rate
government and agency collateralized mortgage obligations. This mix was determined due to its
strong cash flow characteristics in various interest rate environments. In February 2011, the
Company sold 17 mortgage-backed securities and six collateralized mortgage obligations at a face
value totaling $89.0 million, which resulted in a pre-tax gain on sale of $3.4 million. These
securities had a fair value of $99.8 million and an amortized cost of $96.0 million at December 31,
2010. The securities sale, along with the securities purchased with sales proceeds, was part of an
asset liability management strategy to lower asset duration and position the Company for a rise in
market interest rates.
Page 36 of 54
Deposits. Total deposits increased by $15.5 million, or 0.8%, to $2.03 billion at March 31, 2011,
from $2.02 billion at December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Non-interest-bearing demand |
|
$ |
189,632 |
|
|
$ |
201,998 |
|
|
$ |
(12,366 |
) |
|
|
(6.1 |
%) |
Interest-bearing demand |
|
|
461,272 |
|
|
|
438,719 |
|
|
|
22,553 |
|
|
|
5.1 |
|
Savings |
|
|
158,399 |
|
|
|
148,399 |
|
|
|
10,000 |
|
|
|
6.7 |
|
Money Market |
|
|
550,503 |
|
|
|
554,261 |
|
|
|
(3,758 |
) |
|
|
(0.7 |
) |
IRA |
|
|
9,555 |
|
|
|
9,251 |
|
|
|
304 |
|
|
|
3.3 |
|
Time |
|
|
663,658 |
|
|
|
664,922 |
|
|
|
(1,264 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
2,033,019 |
|
|
$ |
2,017,550 |
|
|
$ |
15,469 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in deposits was primarily attributable to a $22.6 million, or 5.1%, increase in
interest-bearing demand deposits, which was principally in our Absolute Checking product, which
increased by $24.4 million during the three months ended March 31, 2011. This product currently
provides a 4.0% annual percentage yield (APY) on account balances up to $25,000 if certain
conditions are met. These conditions include using direct deposit or online bill pay, receiving
statements online and having at least 15 Visa Check Card transactions per month for purchases.
Absolute Checking encourages relationship accounts with required electronic transactions that are
intended to reduce the expense of maintaining this product. The rate paid decreases to 0.95% for
balances between $25,000 and $100,000 and 0.04% for balances greater than $100,000 and for
non-qualifying accounts. The average rate paid on Absolute Checking accounts during the three
months ended March 31, 2011 was 2.17%, compared to 2.77% for the year ended December 31, 2010. At
March 31, 2011, 71% of Absolute Checking customers received online statements, compared to an
average of 40% in other consumer checking accounts. Additionally, at March 31, 2011, Absolute
Checking customers that represented new households since inception of the product in May 2008
generated 319 new loans totaling $8.2 million and 1,344 new deposit accounts for more than $38.6
million.
Non-interest-bearing demand balances decreased by $12.4 million, or 6.1%, due to a $12.6 million
seasonal decrease in Warehouse Purchase Program checking, while savings balances increased by $10.0
million, or 6.7%. Money market balances declined by $3.8 million, primarily due to a rate change
on certain money market accounts. These accounts, which are not open to new accounts or additional
deposits, previously paid APYs ranging from 4.50% to 5.50%. Effective November 1, 2010, the APYs
for these accounts ranged from 1.05% to 1.25%.
Borrowings. FHLB advances, net of a $5.0 million restructuring prepayment penalty, decreased by
$162.8 million, or 35.3%, from $461.2 million at December 31, 2010, to $298.4 million at March 31,
2011. The decrease was primarily due to reduced funding needs for the Warehouse Purchase Program
as a result of seasonal decreases and an overall decline in the mortgage market. The Company has
made a strategic decision to fund a portion of Warehouse Purchase Program average balances with
short-term advances. At December 31, 2010, the Company had an outstanding 28- day term advance
totaling $200.0 million at 0.16%, compared to an overnight advance totaling $41.0 million at 0.05%
at March 31, 2011. The decrease in short-term borrowings led to an 89 basis point increase in the
weighted average rate of FHLB advances to 2.84% at March 31, 2011, compared to 1.95% at December
31, 2010.
At March 31, 2011, the Company was eligible to borrow an additional $968.1 million from the FHLB.
Additionally, the Company has sufficient collateral to borrow $42.5 million from the Federal
Reserve Bank discount window and has two available federal funds lines of credit with other
financial institutions totaling $66.0 million.
Page 37 of 54
Shareholders Equity. Total shareholders equity increased by $3.2 million, or 0.8%, from $396.6
million at December 31, 2010, to $399.8 million at March 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Common stock |
|
$ |
349 |
|
|
$ |
349 |
|
|
$ |
|
|
|
|
|
% |
Additional paid-in capital |
|
|
290,242 |
|
|
|
289,591 |
|
|
|
651 |
|
|
|
0.2 |
|
Retained earnings |
|
|
129,937 |
|
|
|
125,125 |
|
|
|
4,812 |
|
|
|
3.8 |
|
Accumulated other comprehensive income (loss) |
|
|
(260 |
) |
|
|
2,373 |
|
|
|
(2,633 |
) |
|
|
N/M |
|
Unearned ESOP shares |
|
|
(20,483 |
) |
|
|
(20,849 |
) |
|
|
366 |
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
$ |
399,785 |
|
|
$ |
396,589 |
|
|
$ |
3,196 |
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in shareholders equity was primarily due to net income of $6.6 million
recognized during the three months ended March 31, 2011, which was partially offset by a $0.05 per
common share dividend paid during the quarter totaling $1.7 million. Accumulated other
comprehensive income (loss) decreased by $2.6 million due to a $3.4 million gain on the February
2011 sale of 17 mortgage-backed securities and six collateralized mortgage obligations.
Comparison of Results of Operations for the Three Months Ended March 31, 2011 and 2010
General. Net income for the three months ended March 31, 2011 was $6.6 million, an increase of
$3.9 million, or 142.3%, from net income of $2.7 million for the three months ended March 31, 2010.
Net income for the three months ended March 31, 2011 included a $3.4 million pre-tax gain on the
sale of available for sale securities. The increase in net income, which was also driven by higher
net interest income and a lower provision for loan losses, was partially offset by a $706,000
decline in the net gain on sales of loans. Our basic and diluted earnings per share for the three
months ended March 31, 2011 was $0.20, a $0.10 increase from $0.10 for the three months ended March
31, 2010.
Interest Income. Interest income increased by $1.7 million, or 6.4%, from $26.2 million for the
three months ended March 31, 2010, to $27.9 million for the three months ended March 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Interest and dividend income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
20,461 |
|
|
$ |
20,326 |
|
|
$ |
135 |
|
|
|
0.7 |
% |
Securities |
|
|
7,341 |
|
|
|
5,718 |
|
|
|
1,623 |
|
|
|
28.4 |
|
Interest-bearing deposits in other financial institutions |
|
|
72 |
|
|
|
148 |
|
|
|
(76 |
) |
|
|
(51.4 |
) |
FHLB stock |
|
|
21 |
|
|
|
17 |
|
|
|
4 |
|
|
|
23.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27,895 |
|
|
$ |
26,209 |
|
|
$ |
1,686 |
|
|
|
6.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This increase in interest income was driven by a $1.6 million, or 28.4%, increase in the
interest income earned on securities. The average balances of agency mortgage-backed securities
and agency collateralized mortgage obligations increased by $102.5 million and $357.6 million,
respectively, from the three months ended March 31, 2010 to the same period in 2011. The increase
in interest income caused by the growth in these two investment portfolios was partially offset by
lower yields earned, as the yields earned on agency mortgage-backed securities and agency
collateralized mortgage obligations decreased by 46 basis points and 40 basis points, respectively,
for the three months ended March 31, 2011, compared to the same period last year. Interest income
on loans increased by $135,000 during the three months ended March 31, 2011, compared to the same
period last year. Increased interest income earned on commercial real estate, mortgage loans held
for sale and commercial non-mortgage loans more than offset lower interest income earned on one- to
four-family portfolio loans and consumer loans. During the first quarter of 2011, two commercial
real estate loans totaling $20.4 million pre-paid, resulting in a $145,000 credit to interest
income from the accelerated amortization of the origination fee. We also earned $260,000 in early
termination fees resulting from these payoffs.
Page 38 of 54
Overall, the yield on interest-earning assets for the three months ended March 31, 2011
decreased by 52 basis points, from 4.64% for the three months ended March 31, 2010, to 4.12%; this
decrease was primarily due to lower yields earned on mortgage-backed securities, collateralized
mortgage obligations and residential real estate loans.
Interest Expense. Interest expense decreased by $2.2 million, or 19.8%, from $11.1 million for the
three months ended March 31, 2010, to $8.9 million for the three months ended March 31, 2011.
Overall, the cost of interest-bearing liabilities decreased 64 basis points, from 2.24% for the
three months ended March 31, 2010, to 1.60% for the three months ended March 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
6,083 |
|
|
$ |
7,629 |
|
|
$ |
(1,546 |
) |
|
|
(20.3 |
%) |
FHLB advances |
|
|
2,486 |
|
|
|
3,139 |
|
|
|
(653 |
) |
|
|
(20.8 |
) |
Repurchase agreement |
|
|
201 |
|
|
|
201 |
|
|
|
|
|
|
|
|
|
Other borrowings |
|
|
148 |
|
|
|
148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,918 |
|
|
$ |
11,117 |
|
|
$ |
(2,199 |
) |
|
|
(19.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This decrease was primarily caused by a $1.5 million, or 20.3%, decrease in the interest expense
paid on deposits. Although volume increased in all interest-bearing deposit categories during the
three months ended March 31, 2011 compared to the same time last year, lower rates paid on all
deposit categories offset the increase in balances. Effective November 1, 2010, the maximum
balance that could qualify for the 4.0% APY paid on our Absolute Checking product was reduced from
$50,000 to $25,000. Interest expense paid on Absolute Checking accounts increased by $514,000
during the three months ended March 31, 2011, compared to the same time last year, as the average
balance in this product increased by $156.4 million during the first quarter of 2011 compared to
the first quarter of 2010. $389,000 of the increase in interest expense associated with the balance
increase of Absolute Checking was offset by the decline in rate. Also, on November 1, 2010, the
Company decreased the rate paid on certain money market accounts. These accounts, which are not
open to new accounts or additional deposits, previously paid APYs ranging from 4.50% to 5.50%.
Effective November 1, the APYs ranged from 1.05% to 1.25%.
Interest expense on FHLB advances decreased by $653,000, or 20.8%, as the average rate paid for
borrowings declined by 136 basis points during the three months ended March 31, 2011, compared to
the same period last year. In November 2010, $91.6 million in fixed-rate FHLB advances were
modified. These advances, which had a weighted average rate of 4.15%, were prepaid and
restructured with $91.6 million of new, lower-cost FHLB advances with a weighted average rate of
1.79%, which contributed to the reduction in interest expense paid on FHLB advances.
Net Interest Income. Net interest income increased by $3.9 million, or 25.7%, to $19.0 million for
the three months ended March 31, 2011, from $15.1 million for the three months ended March 31,
2010. The net interest rate spread increased 12 basis points to 2.52% for the three months ended
March 31, 2011, from 2.40% for the same period last year. The net interest margin increased 13
basis points to 2.80% for the three months ended March 31, 2011, from 2.67% for the same period
last year. The increase in the net interest rate spread and margin was primarily attributable to
lower deposit and borrowing rates.
Page 39 of 54
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table presents, for the periods indicated, the total dollar amount of interest income
from average interest-earning assets and the resultant yields, as well as the interest expense on
average interest-bearing liabilities, expressed both in dollars and rates. Also presented is the
weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and
the resultant spread. All average balances are daily average balances. Non-accruing loans have
been included in the table as loans carrying a zero yield.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Interest |
|
|
|
|
|
|
Outstanding |
|
|
Interest |
|
|
|
|
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
|
(Dollars in thousands) |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family real estate |
|
$ |
375,686 |
|
|
$ |
5,041 |
|
|
|
5.37 |
% |
|
$ |
408,283 |
|
|
$ |
5,633 |
|
|
|
5.52 |
% |
Mortgage loans held for sale |
|
|
296,717 |
|
|
|
3,560 |
|
|
|
4.80 |
|
|
|
263,801 |
|
|
|
3,222 |
|
|
|
4.89 |
|
Commercial real estate |
|
|
482,763 |
|
|
|
8,130 |
|
|
|
6.74 |
|
|
|
460,775 |
|
|
|
7,685 |
|
|
|
6.67 |
|
Home equity/home improvement |
|
|
140,011 |
|
|
|
2,023 |
|
|
|
5.78 |
|
|
|
124,904 |
|
|
|
1,939 |
|
|
|
6.21 |
|
Consumer |
|
|
62,815 |
|
|
|
1,035 |
|
|
|
6.59 |
|
|
|
91,231 |
|
|
|
1,418 |
|
|
|
6.22 |
|
Commercial non-mortgage |
|
|
39,654 |
|
|
|
672 |
|
|
|
6.78 |
|
|
|
29,352 |
|
|
|
429 |
|
|
|
5.85 |
|
Less: deferred fees and allowance for
loan loss |
|
|
(15,218 |
) |
|
|
|
|
|
|
|
|
|
|
(13,180 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable 1 |
|
|
1,382,428 |
|
|
|
20,461 |
|
|
|
5.92 |
|
|
|
1,365,166 |
|
|
|
20,326 |
|
|
|
5.96 |
|
Agency mortgage-backed securities |
|
|
485,630 |
|
|
|
3,382 |
|
|
|
2.79 |
|
|
|
383,155 |
|
|
|
3,110 |
|
|
|
3.25 |
|
Agency collateralized mortgage obligations |
|
|
643,115 |
|
|
|
3,378 |
|
|
|
2.10 |
|
|
|
285,563 |
|
|
|
1,784 |
|
|
|
2.50 |
|
Investment securities |
|
|
65,518 |
|
|
|
581 |
|
|
|
3.55 |
|
|
|
99,347 |
|
|
|
824 |
|
|
|
3.32 |
|
FHLB stock |
|
|
17,543 |
|
|
|
21 |
|
|
|
0.48 |
|
|
|
14,692 |
|
|
|
17 |
|
|
|
0.46 |
|
Interest-earning deposit accounts |
|
|
113,748 |
|
|
|
72 |
|
|
|
0.25 |
|
|
|
113,434 |
|
|
|
148 |
|
|
|
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
2,707,982 |
|
|
|
27,895 |
|
|
|
4.12 |
|
|
|
2,261,357 |
|
|
|
26,209 |
|
|
|
4.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-earning assets |
|
|
137,864 |
|
|
|
|
|
|
|
|
|
|
|
137,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,845,846 |
|
|
|
|
|
|
|
|
|
|
$ |
2,399,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand |
|
|
438,383 |
|
|
|
2,102 |
|
|
|
1.92 |
|
|
|
284,202 |
|
|
|
1,609 |
|
|
|
2.26 |
|
Savings and money market |
|
|
708,342 |
|
|
|
993 |
|
|
|
0.56 |
|
|
|
700,208 |
|
|
|
2,598 |
|
|
|
1.48 |
|
Time |
|
|
663,235 |
|
|
|
2,988 |
|
|
|
1.80 |
|
|
|
656,973 |
|
|
|
3,422 |
|
|
|
2.08 |
|
Borrowings |
|
|
417,383 |
|
|
|
2,835 |
|
|
|
2.72 |
|
|
|
342,378 |
|
|
|
3,488 |
|
|
|
4.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
2,227,343 |
|
|
|
8,918 |
|
|
|
1.60 |
|
|
|
1,983,761 |
|
|
|
11,117 |
|
|
|
2.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing checking |
|
|
186,989 |
|
|
|
|
|
|
|
|
|
|
|
178,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing liabilities |
|
|
28,909 |
|
|
|
|
|
|
|
|
|
|
|
31,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,443,241 |
|
|
|
|
|
|
|
|
|
|
|
2,193,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
402,605 |
|
|
|
|
|
|
|
|
|
|
|
205,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
2,845,846 |
|
|
|
|
|
|
|
|
|
|
$ |
2,399,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income and margin |
|
|
|
|
|
$ |
18,977 |
|
|
|
2.80 |
% |
|
|
|
|
|
$ |
15,092 |
|
|
|
2.67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income and margin
(tax-equivalent basis)2 |
|
|
|
|
|
$ |
19,152 |
|
|
|
2.83 |
% |
|
|
|
|
|
$ |
15,199 |
|
|
|
2.69 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
2.52 |
% |
|
|
|
|
|
|
|
|
|
|
2.40 |
% |
Net earning assets |
|
$ |
480,639 |
|
|
|
|
|
|
|
|
|
|
$ |
277,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest-earning assets to
average interest-bearing liabilities |
|
|
121.58 |
% |
|
|
|
|
|
|
|
|
|
|
113.99 |
% |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Calculated net of deferred fees, loan discounts, loans in process and allowance for
loan losses. Construction loans have been included in the one- to four- family and commercial real
estate line items, as appropriate. |
|
2 |
|
In order to make pretax income and resultant yields on tax-exempt investments and loans
comparable to those on taxable investments and loans, a tax-equivalent adjustment has been computed
using a federal income tax rate of 35% for 2011 and 34% for 2010. Tax-exempt investments and loans
had average balances of $52.6 million and $32.3 million for the three months ended March 31, 2011
and 2010, respectively. |
Page 40 of 54
Rate/Volume Analysis
The following schedule presents the dollar amount of changes in interest income and interest
expense for major components of interest-earning assets and interest-bearing liabilities. It
distinguishes between the changes related to outstanding balances and those due to changes in
interest rates. The change in interest attributable to rate has been determined by applying the
change in rate between periods to average balances outstanding in the prior period. The change in
interest due to volume has been determined by applying the rate from the earlier period to the
change in average balances outstanding between periods. Changes attributable to both rate and
volume which cannot be segregated have been allocated proportionately based on the changes due to
rate and the changes due to volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2011 versus 2010 |
|
|
|
Increase (Decrease) Due to |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
Volume |
|
|
Rate |
|
|
(Decrease) |
|
|
|
(Dollars in thousands) |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family real estate |
|
$ |
(441 |
) |
|
$ |
(151 |
) |
|
$ |
(592 |
) |
Mortgage loans held for sale |
|
|
396 |
|
|
|
(58 |
) |
|
|
338 |
|
Commercial real estate |
|
|
370 |
|
|
|
75 |
|
|
|
445 |
|
Home equity/home improvement |
|
|
224 |
|
|
|
(140 |
) |
|
|
84 |
|
Consumer |
|
|
(464 |
) |
|
|
81 |
|
|
|
(383 |
) |
Commercial non-mortgage |
|
|
167 |
|
|
|
76 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
Loans receivable |
|
|
252 |
|
|
|
(117 |
) |
|
|
135 |
|
Agency mortgage-backed securities |
|
|
755 |
|
|
|
(483 |
) |
|
|
272 |
|
Agency collateralized mortgage
obligations |
|
|
1,918 |
|
|
|
(324 |
) |
|
|
1,594 |
|
Investment securities |
|
|
(297 |
) |
|
|
54 |
|
|
|
(243 |
) |
FHLB stock |
|
|
3 |
|
|
|
1 |
|
|
|
4 |
|
Interest-earning deposit accounts |
|
|
|
|
|
|
(76 |
) |
|
|
(76 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
2,631 |
|
|
|
(945 |
) |
|
|
1,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand |
|
|
769 |
|
|
|
(276 |
) |
|
|
493 |
|
Savings and money market |
|
|
30 |
|
|
|
(1,635 |
) |
|
|
(1,605 |
) |
Time |
|
|
32 |
|
|
|
(466 |
) |
|
|
(434 |
) |
Borrowings |
|
|
663 |
|
|
|
(1,316 |
) |
|
|
(653 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
1,494 |
|
|
|
(3,693 |
) |
|
|
(2,199 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
1,137 |
|
|
$ |
2,748 |
|
|
$ |
3,885 |
|
|
|
|
|
|
|
|
|
|
|
Provision for Loan Losses. We establish provisions for loan losses, which are charged to earnings,
at a level required to reflect estimated credit losses in the loan portfolio. In evaluating the
level of the allowance for loan losses, management considers historical loss experience, the types
of loans and the amount of loans in the loan portfolio, adverse situations that may affect
borrowers ability to repay, estimated value of any underlying collateral, prevailing economic
conditions, and current factors.
The provision for loan losses was $1.1 million for the three months ended March 31, 2011, a
decrease of $51,000, or 4.5%, from the three months ended March 31, 2010. This decrease was
primarily due to an improvement in net charge-offs, which declined by $79,000 during the first
quarter of 2011, compared to the same period last year. Also, the average balance of our portfolio
loans for the three months ended March 31, 2011 (not including loans held for sale, which are not
included in the allowance for loan loss calculation) decreased by $15.7 million from the three
months ended March 31, 2010.
Page 41 of 54
Non-interest Income. Non-interest income increased by $2.9 million, or 38.5%, from $7.6 million
for the three months ended March 31, 2010, to $10.5 million for the three months ended March 31,
2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
$ |
4,647 |
|
|
$ |
4,420 |
|
|
$ |
227 |
|
|
|
5.1 |
% |
Brokerage fees |
|
|
123 |
|
|
|
106 |
|
|
|
17 |
|
|
|
16.0 |
|
Net gain on sale of mortgage loans |
|
|
1,949 |
|
|
|
2,655 |
|
|
|
(706 |
) |
|
|
(26.6 |
) |
Loan servicing fees |
|
|
52 |
|
|
|
62 |
|
|
|
(10 |
) |
|
|
(16.1 |
) |
Bank-owned life insurance income |
|
|
118 |
|
|
|
58 |
|
|
|
60 |
|
|
|
103.4 |
|
Fair value adjustment on mortgage servicing rights |
|
|
55 |
|
|
|
90 |
|
|
|
(35 |
) |
|
|
(38.9 |
) |
Gain on sale of available for sale securities |
|
|
3,415 |
|
|
|
|
|
|
|
3,415 |
|
|
|
N/M |
|
Gain (loss) on sale of foreclosed assets |
|
|
(65 |
) |
|
|
(113 |
) |
|
|
48 |
|
|
|
(42.5 |
) |
Loss on sale of student loan portfolio |
|
|
(146 |
) |
|
|
|
|
|
|
(146 |
) |
|
|
N/M |
|
Other |
|
|
319 |
|
|
|
278 |
|
|
|
41 |
|
|
|
14.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
10,467 |
|
|
$ |
7,556 |
|
|
$ |
2,911 |
|
|
|
38.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in non-interest income for the three months ended March 31, 2011 compared to the same
period last year was primarily due to a $3.4 million gain on the sale of 17 mortgage-backed
securities and six collateralized mortgage obligations in February 2011. Service charges and fees
increased by $227,000, or 5.1%, during the first quarter of 2011 compared to the same period last
year, primarily due to $260,000 in early termination fees resulting from the pre-payment of two
commercial real estate loans totaling $20.4 million. A $692,000 decline in non-sufficient funds
fees was partially offset by a $430,000 increase in debit card income.
Net gain on the sale of mortgage loans decreased by $706,000, or 26.6%, as VPM sold $73.0 million
in loans to outside investors during the three months ended March 31, 2011, compared to $88.5
million during the same period in 2010. The decrease in sales can be attributed to the lower
volume of one- to four-family loan originations in 2011 compared to the volume experienced during
the prior year. The decrease in mortgage production is primarily attributable to an overall
decline in the mortgage market as refinance volume has dropped industry-wide.
Non-interest income for the three months ended March 31, 2011 included a $146,000 loss on the March
2011 sale of our student loan portfolio, which totaled $4.6 million at December 31, 2010. This
portfolio was sold due to the increasing costs of maintaining and servicing the declining portfolio
balance compared to the comparatively low portfolio yield.
Non-interest Expense. Non-interest expense increased by $1.4 million, or 7.7%, from $17.5 million
for the three months ended March 31, 2010, to $18.9 million for the three months ended March 31,
2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2011 |
|
|
2010 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
$ |
11,854 |
|
|
$ |
11,183 |
|
|
$ |
671 |
|
|
|
6.0 |
% |
Advertising |
|
|
356 |
|
|
|
277 |
|
|
|
79 |
|
|
|
28.5 |
|
Occupancy and equipment |
|
|
1,423 |
|
|
|
1,489 |
|
|
|
(66 |
) |
|
|
(4.4 |
) |
Outside professional services |
|
|
653 |
|
|
|
489 |
|
|
|
164 |
|
|
|
33.5 |
|
Regulatory assessments |
|
|
959 |
|
|
|
795 |
|
|
|
164 |
|
|
|
20.6 |
|
Data processing |
|
|
1,069 |
|
|
|
1,002 |
|
|
|
67 |
|
|
|
6.7 |
|
Office operations |
|
|
1,454 |
|
|
|
1,446 |
|
|
|
8 |
|
|
|
0.6 |
|
Deposit processing charges |
|
|
174 |
|
|
|
178 |
|
|
|
(4 |
) |
|
|
(2.2 |
) |
Lending and collection |
|
|
234 |
|
|
|
174 |
|
|
|
60 |
|
|
|
34.5 |
|
Other |
|
|
685 |
|
|
|
479 |
|
|
|
206 |
|
|
|
43.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,861 |
|
|
$ |
17,512 |
|
|
$ |
1,349 |
|
|
|
7.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 42 of 54
The increase in non-interest expense was primarily due to a $671,000, or 6.0%, increase in salaries
and employee benefits expense during the three months ended March 31, 2011, compared to the same
period in 2010, which increased primarily due to higher average merit increases and staffing
increases. Over the past year, we hired new community bank presidents with experience in
commercial and industrial lending, as well as additional compliance and back-office staff to assist
in meeting our business strategies and to comply with increased regulatory requirements.
Additionally, ESOP expense increased by $242,000 due to the shares purchased by the ESOP in the
Conversion on July 6, 2010. Outside professional services expense increased by $164,000, or 33.5%,
during the first quarter of 2011 compared to the first quarter of 2010, primarily due an $118,000
accrual for estimated expenses related to pending litigation. Regulatory assessments expense
increased by $164,000, or 20.6%, primarily due to an increase in our deposit assessment base. The
$206,000, or 43.0%, increase in other non-interest expense during the three months ended March 31,
2011 compared to the same time last year was primarily attributable to $91,000 in miscellaneous
operating expenses associated with the maintenance of a commercial other real estate owned
property. These operating expenses were partially offset by $41,000 in miscellaneous operating
income associated with this property; this income is reported in other non-interest income.
Income Tax Expense. During the three months ended March 31, 2011, we recognized income tax expense
of $2.9 million on our pre-tax income, which was an effective tax rate of 30.92%, compared to
income tax expense of $1.3 million for the three months ended March 31, 2010, which was an
effective tax rate of 32.21%. The decline in the effective tax rate was primarily due to purchases
of additional municipal bonds that generate tax-exempt income and higher pre-tax income during the
first quarter of 2011 compared to the same period in 2010.
Liquidity
Management maintains a liquidity position that it believes will adequately provide funding for loan
demand and deposit run-off that may occur in the normal course of business. The Company relies on
a number of different sources in order to meet its potential liquidity demands. The primary
sources are increases in deposit accounts and cash flows from loan payments and the securities
portfolio.
Planning for the Companys normal business liquidity needs, both expected and unexpected, is done
on a daily and short-term basis through the cash management function. On a longer-term basis it is
accomplished through the budget and strategic planning functions, with support from internal
asset/liability management software model projections.
The Liquidity Committee adds liquidity contingency planning to the process by focusing on possible
scenarios that would stress liquidity beyond the Banks normal business liquidity needs. These
scenarios may include local/regional adversity and national adversity situations while focusing on
high probability-high impact, high probability-low impact, and low probability-high impact
stressors.
Management recognizes that the events and their severity of liquidity stress leading up to and
occurring during a liquidity stress event cannot be precisely defined or listed. Nevertheless,
management believes that liquidity stress events can be categorized into sources and levels of
severity, with responses that apply to various situations.
In addition to the primary sources of funds, management has several secondary sources available to
meet potential funding requirements. As of March 31, 2011, the Company had an additional borrowing
capacity of $968.1 million with the FHLB. The Company may also use the discount window at the
Federal Reserve Bank as a source of short-term funding. Federal Reserve Bank borrowing capacity
varies based upon collateral pledged to the discount window line. As of March 31, 2011, collateral
pledged had a market value of $42.5 million. Also, at March 31, 2011, the Company had $66.0
million in federal funds lines of credit available with other financial institutions.
As of March 31, 2011, the Company had classified 57.2% of its securities portfolio as available for
sale, providing an additional source of liquidity. Management believes that because active markets
exist and our securities portfolio is of high quality, our available for sale securities are
marketable. In addition, we have historically sold mortgage loans in the secondary market to
reduce interest rate risk and to create still another source of liquidity.
Liquidity management is both a daily and long-term function of business management. Excess
liquidity is generally invested in short-term investments, such as overnight deposits and federal
funds. On a longer term basis, we maintain a strategy of investing in various lending products and
investment securities, including mortgage-backed securities. Participations in loans we originate,
including portions of commercial real estate loans, are sold to manage borrower concentration risk
as well as interest rate risk.
Page 43 of 54
The Company is a separate legal entity from the Bank and must provide for its own liquidity. In
addition to its operating expenses, the Company is responsible for paying any dividends declared to
its shareholders and interest and principal on outstanding debt. The Companys primary source of
funds consists of the net proceeds retained by the Company from our initial public offering in 2006
and our 2010 Conversion and offering. We also have the ability to receive dividends or capital
distributions from the Bank, although there are regulatory restrictions on the ability of the Bank
to pay dividends. At March 31, 2011, the Company (on an unconsolidated basis) had liquid assets of
$88.4 million.
The Company uses its sources of funds primarily to meet its ongoing commitments, pay maturing
deposits and fund withdrawals, and to fund loan commitments. At March 31, 2011, the total approved
but unfunded loan commitments (including Warehouse Purchase Program commitments) and unused lines
of credit outstanding amounted to $553.4 million and $61.5 million, respectively, as compared to
$395.8 million and $79.2 million, respectively, as of December 31, 2010. It is managements policy
to offer deposit rates that are competitive with other local financial institutions. Based on this
management strategy, we believe that a majority of maturing deposits will remain with the Company.
Certificates of deposit at March 31, 2011 scheduled to mature in one year or less totaled $508.6
million with a weighted average rate of 1.48%.
During the three months ended March 31, 2011, cash and cash equivalents decreased by $29.9 million,
or 43.5%, from $68.7 million as of December 31, 2010, to $38.8 million as of March 31, 2011. Cash
provided by operating activities of $183.2 million was offset by cash used for financing activities
of $149.1 million and cash used for investing activities of $64.0 million. Primary sources of cash
for the three months ended March 31, 2011 included proceeds from the sale of loans held for sale of
$1.80 billion (primarily related to our Warehouse Purchase Program), proceeds from the sale of
available for sale securities of $93.0 million, proceeds from FHLB advances of $41.0 million,
maturities, prepayments and calls of securities totaling $65.7 million and an increase in deposits
of $15.5 million. Primary uses of cash for the three months ended March 31, 2011 included loans
originated or purchased for sale of $1.62 billion (primarily related to our Warehouse Purchase
Program), purchases of securities totaling $234.3 million and repayments on FHLB advances of $203.8
million.
Please see Item 1A (Risk Factors) under Part 2 Other Information of this Form 10-Q for
information regarding liquidity risk.
Off-Balance Sheet Arrangements, Contractual Obligations and Commitments
The following table presents our longer term, non-deposit related contractual obligations and
commitments to extend credit to our borrowers, in the aggregate and by payment due dates (not
including any interest amounts.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
|
|
Less than |
|
|
One through |
|
|
Four through |
|
|
After Five |
|
|
|
|
|
|
One Year |
|
|
Three Years |
|
|
Five Years |
|
|
Years |
|
|
Total |
|
|
|
(Dollars in thousands) |
|
Contractual obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances (gross of restructruing prepayment
penalty of $4,999) |
|
$ |
55,299 |
|
|
$ |
53,854 |
|
|
$ |
98,258 |
|
|
$ |
96,008 |
|
|
$ |
303,419 |
|
Repurchase agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
10,000 |
|
Operating leases (premises) |
|
|
986 |
|
|
|
1,404 |
|
|
|
721 |
|
|
|
2,761 |
|
|
|
5,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total advances and operating leases |
|
$ |
56,285 |
|
|
$ |
55,258 |
|
|
$ |
108,979 |
|
|
$ |
123,769 |
|
|
$ |
344,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-balance sheet loan commitments: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undisbursed portions of loans closed |
|
$ |
42,684 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
42,684 |
|
Commitments to originate loans |
|
|
66,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,194 |
|
Unused commitment on Warehouse Purchase Program loans |
|
|
444,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
444,511 |
|
Unused lines of credit |
|
|
79,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan commitments |
|
$ |
632,821 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
632,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations and loan commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
977,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Loans having no stated maturity are reported in the Less than One Year
category |
In addition, the Company had overdraft protection available in the amounts of $73.6 million and
$72.4 million at March 31, 2011 and December 31, 2010, respectively.
Page 44 of 54
Capital Resources
The Bank is subject to minimum capital requirements imposed by the OTS. Consistent with our goal
to operate a sound and profitable organization, our policy is for the Bank to maintain a
well-capitalized status under the capital categories of the OTS. Based on capital levels at
March 31, 2011, and December 31, 2010, the Bank was considered to be well-capitalized.
At March 31, 2011, the Banks equity totaled $297.5 million. Management monitors the capital
levels of the Bank to provide for current and future business opportunities and to meet regulatory
guidelines for well-capitalized institutions.
The Companys equity totaled $399.8 million, or 14.3% of total assets, at March 31, 2011. The
Company is not subject to any specific capital requirements; however, the OTS expects the Company
to support the Bank, including providing additional capital to the Bank when appropriate.
At March 31, 2011 and December 31, 2010, actual and required capital levels and ratios were as
follows for the Bank only:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well-Capitalized |
|
|
|
|
|
|
|
|
|
|
|
Required for Capital |
|
|
Under Prompt Corrective |
|
|
|
Actual |
|
|
Adequacy Purposes |
|
|
Action Regulations |
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
|
(Dollars in Thousands) |
|
As of March 31, 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
$ |
306,165 |
|
|
|
21.07 |
% |
|
$ |
116,256 |
|
|
|
8.00 |
% |
|
$ |
145,319 |
|
|
|
10.00 |
% |
Tier 1 (core) capital (to
risk-weighted assets) |
|
|
292,801 |
|
|
|
20.15 |
% |
|
|
58,128 |
|
|
|
4.00 |
% |
|
|
87,192 |
|
|
|
6.00 |
% |
Tier 1 (core) capital (to adjusted
total assets) |
|
|
292,801 |
|
|
|
10.49 |
% |
|
|
111,641 |
|
|
|
4.00 |
% |
|
|
139,551 |
|
|
|
5.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
$ |
298,739 |
|
|
|
18.42 |
% |
|
$ |
129,717 |
|
|
|
8.00 |
% |
|
$ |
162,147 |
|
|
|
10.00 |
% |
Tier 1 (core) capital (to
risk-weighted assets) |
|
|
285,494 |
|
|
|
17.61 |
% |
|
|
64,859 |
|
|
|
4.00 |
% |
|
|
97,288 |
|
|
|
6.00 |
% |
Tier 1 (core) capital (to adjusted
total assets) |
|
|
285,494 |
|
|
|
9.73 |
% |
|
|
117,320 |
|
|
|
4.00 |
% |
|
|
146,650 |
|
|
|
5.00 |
% |
Impact of Inflation
The effects of price changes and inflation can vary substantially for most financial institutions.
While management believes that inflation affects the economic value of total assets, it believes
that it is difficult to assess the overall impact. Management believes this to be the case due to
the fact that generally neither the timing nor the magnitude of changes in the consumer price index
(CPI) coincides with changes in interest rates or asset values. For example, the price of one or
more of the components of the CPI may fluctuate considerably, influencing composite CPI, without
having a corresponding effect on interest rates, asset values, or the cost of those goods and
services normally purchased by the Bank. In years of high inflation and high interest rates,
intermediate and long-term interest rates tend to increase, adversely impacting the market values
of investment securities, mortgage loans and other long-term fixed rate loans. In addition, higher
short-term interest rates tend to increase the cost of funds. In other years, the opposite may
occur.
Page 45 of 54
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Asset/Liability Management
Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on
liabilities generally are established contractually for a period of time. Market rates change over
time. Like other financial institutions, our results of operations are impacted by changes in
interest rates and the interest rate sensitivity of our assets and liabilities. The risk
associated with changes in interest rates and our ability to adapt to these changes is known as
interest rate risk and is our most significant market risk.
How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to
changes in interest rates and comply with applicable regulations, we monitor our interest rate
risk. In doing so, we analyze and manage assets and liabilities based on their interest rates and
contractual cash flows, timing of maturities, prepayment potential, repricing opportunities, and
sensitivity to actual or potential changes in market interest rates.
The Company is subject to interest rate risk to the extent that its interest bearing liabilities,
primarily deposits and FHLB advances and other borrowings, reprice more rapidly or slowly, or at
different rates than its interest earning assets, primarily loans and investment securities. The
Bank calculates interest rate risk by entering relevant contractual and projected information into
the asset/liability management software simulation model. Data required by the model includes
balance, rate, pay down schedule, and maturity. For items that contractually reprice, the
repricing index, spread, and frequency are entered, including any initial, periodic, and lifetime
interest rate caps and floors.
In order to monitor and manage the potential for adverse effects of material prolonged increases or
decreases in interest rates on our results of operations, the Bank has adopted an asset and
liability management policy. The Board of Directors sets the asset and liability policy for the
Bank, which is implemented by the Asset/Liability Management Committee.
The purpose of the Asset/Liability Management Committee is to monitor, communicate, coordinate, and
direct asset/liability management consistent with our business plan and board-approved policies.
The committee directs and monitors the volume and mix of assets and funding sources, taking into
account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives
are to manage assets and funding sources to produce results that are consistent with liquidity,
capital adequacy, growth, risk, and profitability goals.
The Committee generally meets on a bimonthly basis to, among other things, protect capital through
earnings stability over the interest rate cycle; maintain our well-capitalized status; and provide
a reasonable return on investment. The Committee recommends appropriate strategy changes based on
this review. The Committee is responsible for reviewing and reporting the effects of the policy
implementations and strategies to the Board of Directors at least quarterly. In addition, two
outside members of the Board of Directors are on the Asset/Liability Management Committee. Senior
managers oversee the process on a daily basis.
A key element of the Banks asset/liability management strategy is to protect net earnings by
managing the inherent maturity and repricing mismatches between its interest earning assets and
interest bearing liabilities. The Bank manages earnings exposure through the addition of
adjustable rate loans and investment securities, through the sale of certain fixed rate loans in
the secondary market, and by entering into appropriate term FHLB advance agreements.
As part of its efforts to monitor and manage interest rate risk, the Bank uses the net portfolio
value (NPV) methodology adopted by the OTS as part of its capital regulations. In essence, this
approach calculates the difference between the present value of expected cash flows from assets and
liabilities. Management and the Board of Directors review NPV measurements at least quarterly to
determine whether the Banks interest rate exposure is within the limits established by the Board
of Directors.
Page 46 of 54
The Banks asset/liability management strategy sets acceptable limits to the percentage change in
NPV given changes in interest rates. For instantaneous, parallel, and sustained interest rate
increases and decreases of 100 and 200 basis points, the Banks policy indicates that the NPV ratio
should not fall below 7.00% and 6.00%, respectively, and for an increase of 300 basis points the
NPV ratio should not fall below 5.00%. As illustrated in the tables below, the Bank was within
policy limits for all scenarios tested. The tables presented below, as of March 31, 2011, and
December 31, 2010, are internal analyses of our interest rate risk as measured by changes in NPV
for instantaneous, parallel, and sustained shifts for all market rates and yield curves, in 100
basis point increments, up 300 basis points and down 200 basis points.
As illustrated in the tables below, our NPV would be negatively impacted by a parallel,
instantaneous, and sustained increase in market rates. Such an increase in rates would negatively
impact NPV as a result of the duration of assets, including fixed rate residential mortgage loans,
extending longer than the duration of liabilities, primarily deposit accounts and FHLB borrowings.
As interest rates rise, the market value of fixed rate loans declines due to both higher discount
rates and anticipated slowing loan prepayment rates.
We have implemented a strategic plan to mitigate interest rate risk. This plan includes the
ongoing review of our mix of fixed rate versus variable rate loans, investments, deposits, and
borrowings. When available and appropriate, high quality adjustable rate assets are purchased.
These assets reduce our sensitivity to upward interest rate shocks. On the liability side of the
balance sheet, term borrowings are added as appropriate. These borrowings will be of a size and
term so as to impact and mitigate duration mismatches, reducing our sensitivity to upward interest
rate shocks. These strategies are implemented as needed and as opportunities arise to mitigate
interest rate risk without materially sacrificing earnings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rates in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPV |
|
Points |
|
|
Net Portfolio Value |
|
|
Ratio % |
|
|
|
|
|
$ Amount |
|
|
$ Change |
|
|
% Change |
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
|
300 |
|
|
|
241,909 |
|
|
|
(84,269 |
) |
|
|
(25.84 |
) |
|
|
9.25 |
|
|
200 |
|
|
|
273,658 |
|
|
|
(52,520 |
) |
|
|
(16.10 |
) |
|
|
10.20 |
|
|
100 |
|
|
|
302,849 |
|
|
|
(23,329 |
) |
|
|
(7.15 |
) |
|
|
11.01 |
|
|
|
|
|
|
326,178 |
|
|
|
|
|
|
|
|
|
|
|
11.59 |
|
|
(100 |
) |
|
|
333,919 |
|
|
|
7,741 |
|
|
|
2.37 |
|
|
|
11.67 |
|
|
(200 |
) |
|
|
335,908 |
|
|
|
9,730 |
|
|
|
2.98 |
|
|
|
11.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rates in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NPV |
|
Points |
|
|
Net Portfolio Value |
|
|
Ratio % |
|
|
|
|
|
$ Amount |
|
|
$ Change |
|
|
% Change |
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
|
300 |
|
|
|
244,653 |
|
|
|
(80,376 |
) |
|
|
(24.73 |
) |
|
|
8.84 |
|
|
200 |
|
|
|
276,441 |
|
|
|
(48,588 |
) |
|
|
(14.95 |
) |
|
|
9.75 |
|
|
100 |
|
|
|
304,179 |
|
|
|
(20,850 |
) |
|
|
(6.41 |
) |
|
|
10.48 |
|
|
|
|
|
|
325,029 |
|
|
|
|
|
|
|
|
|
|
|
10.96 |
|
|
(100 |
) |
|
|
327,497 |
|
|
|
2,468 |
|
|
|
0.76 |
|
|
|
10.89 |
|
|
(200 |
) |
|
|
326,489 |
|
|
|
1,460 |
|
|
|
0.45 |
|
|
|
10.74 |
|
Page 47 of 54
The Banks NPV was $326.2 million, or 11.59%, of the market value of portfolio assets as of
March 31, 2011, a $1.2 million increase from $325.0 million, or 10.96%, of the market value of
portfolio assets as of December 31, 2010. Based upon the assumptions utilized, an immediate 200
basis point increase in market interest rates would result in a $52.5 million decrease in our NPV
at March 31, 2011 as compared to a decrease of $48.6 million at December 31, 2010, and would result
in a 139 basis point decrease in our NPV ratio to 10.20% at March 31, 2011, as compared to a 121
basis point decrease to 9.75% at December 31, 2010. An immediate 200 basis point decrease in
market interest rates would result in a $9.7 million increase in our NPV at March 31, 2011,
compared to a $1.5 million increase at December 31, 2010, and would result in a one basis point
increase in our NPV ratio to 11.60% at March 31, 2011, as compared to a 22 basis point decrease in
our NPV ratio to 10.74% at December 31, 2010.
In addition to monitoring selected measures of NPV, management also calculates and monitors
potential effects on net interest income resulting from increases or decreases in rates. This
process is used in conjunction with NPV measures to identify interest rate risk on both a global
and account level basis. In managing our mix of assets and liabilities, while considering the
relationship between long and short term interest rates, market conditions, and consumer
preferences, we may place somewhat greater emphasis on maintaining or increasing the Banks net
interest margin than on strictly matching the interest rate sensitivity of its assets and
liabilities.
Management also believes that at times the increased net income which may result from an acceptable
mismatch in the actual maturity or repricing of its asset and liability portfolios can provide
sufficient returns to justify the increased exposure to sudden and unexpected changes in interest
rates which may result from such a mismatch. Management believes that the Banks level of interest
rate risk is acceptable under this approach.
In evaluating the Banks exposure to interest rate movements, certain shortcomings inherent in the
method of analysis presented in the foregoing table must be considered. For example, although
certain assets and liabilities may have similar maturities or repricing characteristics, their
interest rate drivers may react in different degrees to changes in market interest rates (basis
risk). Also, the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types may lag behind
changes in market interest rates. Additionally, certain assets, such as adjustable rate mortgages,
have features which restrict changes in interest rates on a short-term basis and over the life of
the asset (initial, periodic, and lifetime caps and floors). Further, in the event of a
significant change in interest rates, prepayment and early withdrawal levels may deviate
significantly from those assumed above. Finally, the ability of many borrowers to service their
debt may decrease in the event of an interest rate increase. The Bank considers all of these
factors in monitoring its exposure to interest rate risk. Also of note, the current historically
low interest rate environment has resulted in asymmetrical interest rate risk. Certain repricing
liabilities cannot be fully shocked downward. Assets with prepayment options are being monitored.
Current and historical market rates and customer behavior are being considered in the management of
interest rate risk.
The Board of Directors and management believe that the Banks ability to successfully manage and
mitigate its exposure to interest rate risk is strengthened by several key factors. For example,
the Bank manages its balance sheet duration and overall interest rate risk by placing a preference
on originating and retaining adjustable rate loans and selling originated fixed rate residential
mortgage loans. In addition, the Bank borrows at various maturities from the FHLB to mitigate
mismatches between the asset and liability portfolios. Furthermore, the investment securities
portfolio is used as a primary interest rate risk management tool through the duration and
repricing targeting of purchases and sales.
Page 48 of 54
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Companys
management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of the Companys disclosure controls and procedures (as defined in Rule
13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31,
2011. Based on that evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report. There has been no change in the Companys internal
controls over financial reporting during the quarter that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.
While the Company believes the present design of its disclosure controls and procedures is
effective to achieve its goals, future events affecting its business may cause the Company to
modify its disclosure controls and procedures. The Company does not expect that its disclosure
controls and procedures and internal control over financial reporting will prevent all error and
fraud. A control procedure, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control procedure are met. Because
of the inherent limitations in all control procedures, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns in controls or procedures can occur because of simple error or
mistake. Additionally, controls can be circumvented by the individual actions of some persons, by
collusion of two or more people, or by management override of the control. The design of any
control procedure is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control procedure, misstatements due to error or
fraud may occur and not be detected.
Page 49 of 54
PART 2 OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings |
We are involved from time to time as plaintiff or defendant in various legal actions arising in the
normal course of our businesses. While the ultimate outcome of pending proceedings cannot be
predicted with certainty, it is the opinion of management, after consultation with counsel
representing us in such proceedings, that the resolution of these proceedings should not have a
material adverse effect on our consolidated financial position or results of operations.
There have been no material changes from risk factors as previously disclosed in the Companys 2010
Annual Report on Form 10-K.
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
|
|
|
Item 3. |
|
Defaults upon Senior Securities |
Not applicable.
|
|
|
Item 4. |
|
(Removed and Reserved) |
|
|
|
Item 5. |
|
Other Information |
Not applicable.
Page 50 of 54
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
2.1 |
|
|
Amended and Restated Plan of Conversion and Reorganization of
ViewPoint MHC (incorporated herein by reference to Exhibit 2.1 to the
Registrants Annual Report on Form 10-K filed with the SEC on March
4, 2010 (File No. 001-32992)) |
|
|
|
|
|
|
3.1 |
|
|
Charter of the Registrant (incorporated herein by reference to
Exhibit 3.1 to the Registrants Registration Statement on Form S-1,
as amended (File No. 333-165509)) |
|
|
|
|
|
|
3.2 |
|
|
Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrants Registration Statement on Form S-1
(File No. 333-165509)) |
|
|
|
|
|
|
4.0 |
|
|
Certificate of Registrants Common Stock (incorporated herein by
reference to Exhibit 4.0 to the Registrants Registration Statement
on Form S-1, as amended (File No. 333-165509)) |
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10.1 |
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Employment Agreement by and between the Registrant and Garold R. Base
(incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed with the SEC on October 4, 2006
(File No. 001-32992)) |
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10.2 |
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Amendment to Employment Agreement by and between the Registrant and
Garold R. Base (incorporated herein by reference to Exhibit 10.1 to
the Registrants Current Report on Form 8-K filed with the SEC on
January 10, 2008 (File No. 001-32992)) |
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10.3 |
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Employment Agreement by and between ViewPoint Bank, the Registrants
wholly owned operating subsidiary, and Garold R. Base (incorporated
herein by reference to Exhibit 10.2 to the Registrants Current
Report on Form 8-K filed with the SEC on October 4, 2006 (File No.
001-32992)) |
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10.4 |
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Amendment to Employment Agreement by and between ViewPoint Bank, the
Registrants wholly owned operating subsidiary, and Garold R. Base
(incorporated herein by reference to Exhibit 10.2 to the Registrants
Current Report on Form 8-K filed with the SEC on January 10, 2008
(File No. 001-32992)) |
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10.5 |
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Amendment to Employment Agreement by and between ViewPoint Bank, the
Registrants wholly owned operating subsidiary, and Garold R. Base
(incorporated herein by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed with the SEC on March 6, 2008 (File
No. 001-32992)) |
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10.6 |
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Form of Severance Agreement between ViewPoint Bank and the following
executive officers: Pathie E. McKee, Mark E. Hord, James C. Parks and
Mark L. Williamson (incorporated herein by reference to Exhibit 10.1
to the Registrants Current Report on Form 8-K filed with the SEC on
February 17, 2011 (File No. 001-34737)) |
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10.7 |
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Summary of Director Board Fee Arrangements (incorporated herein by
reference to Exhibit 3.2 to the Registrants Quarterly Report on Form
10-Q filed with the SEC on August 9, 2007 (File No. 001-32992)) |
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10.8 |
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ViewPoint Bank Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.7 to the Registrants Registration Statement
on Form S-1, as amended (File No. 0-24566-01)) |
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10.9 |
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Amended and Restated ViewPoint Bank Supplemental Executive Retirement
Plan (incorporated herein by reference to Exhibit 10.8 to the
Registrants Registration Statement on Form S-1, as amended (File No.
0-24566-01)) |
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10.10 |
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Executive Officer Incentive Plan (incorporated herein by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
with the SEC on January 26, 2011 (File No. 001-34737)) |
Page 51 of 54
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Exhibit |
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Number |
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Description |
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10.11 |
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Form of promissory note between ViewPoint Financial Group and four
lenders, totaling $10 million (incorporated herein by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
with the SEC on October 22, 2009 (File No. 001-32992)) |
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11 |
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Statement regarding computation of per share earnings (See Note 3 of
the Condensed Notes to Unaudited Consolidated Interim Financial
Statements included in this Form 10-Q). |
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31.1 |
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Rule 13a 14(a)/15d 14(a) Certification (Chief Executive Officer) |
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31.2 |
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Rule 13a 14(a)/15d 14(a) Certification (Chief Financial Officer) |
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32 |
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Section 1350 Certifications |
Page 52 of 54
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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ViewPoint Financial Group, Inc.
(Registrant) |
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Date: April 28, 2011
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/s/ Garold R. Base
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Garold R. Base |
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President and Chief Executive Officer
(Duly Authorized Officer) |
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Date: April 28, 2011
|
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/s/ Pathie E. McKee
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Pathie E. McKee |
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Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
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Page 53 of 54
EXHIBIT INDEX
Exhibits:
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31.1 |
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Certification of the Chief Executive Officer |
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31.2 |
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Certification of the Chief Financial Officer |
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32.0 |
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Section 1350 Certifications |
Page 54 of 54