LegacyTexas Financial Group, Inc. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

Attached files

file	filename
8-K - 8-K - LegacyTexas Financial Group, Inc.	a8k1q2014covererslides.htm
EX-99.3 - EXHIBIT 99.3 - LegacyTexas Financial Group, Inc.	exhibit993vpfgq114invest.htm
EX-99.2 - EXHIBIT 99.2 - LegacyTexas Financial Group, Inc.	ex9921q2014dividendannounc.htm

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

April 22, 2014

Contact: Investor Inquiries:

Casey Farrell, ViewPoint Financial Group, Inc.

972-801-5871/shareholderrelations@viewpointfinancialgroup.com

Media Inquiries:

Mary Rische, ViewPoint Bank

972-509-2020 Ex. 7331/mary.rische@viewpointbank.com

ViewPoint Financial Group, Inc. Reports First Quarter 2014 Earnings

Commercial Loan Growth Continues;

Record High Non-Interest-Bearing Demand Deposits

PLANO, Texas, April 22, 2014 -- ViewPoint Financial Group, Inc. (NASDAQ: VPFG) (the “Company”), the holding company for ViewPoint Bank, N.A. (the “Bank”), today announced net income of $7.7 million for the quarter ended March 31, 2014, an increase of $438,000, or 6.0%, from the quarter ended December 31, 2013. Compared to the first quarter of 2013, net income decreased by $376,000, or 4.7%. Basic and diluted earnings per share for the quarter ended March 31, 2014, was $0.20, up $0.01 from the linked quarter and down $0.01 from the quarter ended March 31, 2013. Core basic and diluted earnings per share for the quarter ended March 31, 2014, was $0.21, up $0.01 from the quarter ended March 31, 2013, and unchanged from the linked quarter. Please see the table labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document to find a reconciliation of earnings per share calculated per generally accepted accounting principles ("GAAP") to core (non-GAAP) earnings per share.

In November 2013, the Company announced that it had entered into a definitive agreement under which LegacyTexas Group, Inc. ("LegacyTexas") will merge into the Company and, immediately thereafter, the Company's bank subsidiary, ViewPoint Bank, N.A., will merge into LegacyTexas' subsidiary bank, LegacyTexas Bank. The merger will result in one of the largest independent banks in the state of Texas, with 51 branches and pro forma assets of over $5 billion. Under the terms of the merger agreement, the Company will issue approximately 7.85 million shares of its common stock plus approximately $115 million in cash for all of the outstanding stock of LegacyTexas. Each LegacyTexas shareholder will have the right to elect to receive either Company stock or cash, subject to proration as specified in the merger agreement. The transaction is expected to close in the second quarter of 2014.

First Quarter 2014 Performance Highlights


•	Loans held for investment, excluding Warehouse Purchase Program loans, grew $157.7 million, or 7.7%, from December 31, 2013, with commercial loans increasing by $137.9 million, or 8.8%, to $1.70 billion at March 31, 2014.


•	Non-interest-bearing demand deposits increased to a record high of $434.5 million at March 31, 2014, an increase of $23.5 million on a linked quarter basis and $41.7 million year over year.


•	Net interest margin increased nine basis points year over year to 3.73%, while the cost of deposits decreased ten basis points year over year, from 0.45% for the first quarter of 2013 to 0.35% for the first quarter of 2014.


•	Non-performing loans remained low at $22.8 million at March 31, 2014, down $4.9 million year over year.

“The investments we made last year in our commercial lending talent and infrastructure continues to pay off,” said President and CEO Kevin Hanigan. “We once again posted impressive commercial loan growth. In addition, our non-interest bearing demand deposits increased to a record high of $434.5 million, much of this fueled by our commercial banking platform. The completion of our merger with LegacyTexas this year is an important step towards our goal of becoming this state's premier community bank.”

Financial Highlights



	At or For the Quarters Ended
	March			December			March
(unaudited)	2014			2013			2013
	(Dollars in thousands, except per share amounts)
Net interest income	$	29,585		$	30,069		$	28,525
Provision for loan losses	376			616			883
Non-interest income	4,962			5,005			5,859
Non-interest expense	22,155			24,128			20,873
Income tax expense	4,334			3,086			4,570
Net income	$	7,682		$	7,244		$	8,058

Basic earnings per common share	$	0.20		$	0.19		$	0.21
Weighted average common shares outstanding - basic	37,775,677			37,686,866			37,529,793
Estimated Tier 1 risk-based capital ratio¹	17.88		%	18.17		%	19.56		%
Tangible common equity to tangible assets - Non-GAAP ²	14.54		%	14.70		%	14.95		%

¹ Calculated at the ViewPoint Financial Group, Inc. level, which is subject to the capital adequacy requirements of the Federal Reserve.

² See the section labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document.

Net Interest Income and Net Interest Margin



	For the Quarters Ended
	March			December			March
(unaudited)	2014			2013			2013
	(Dollars in thousands)
Interest income:
Loans held for investment, excluding Warehouse Purchase Program loans¹	$	26,326		$	26,050		$	23,136
Warehouse Purchase Program loans	4,062			5,138			7,242
Securities	3,259			3,273			3,010
Interest-earning deposit accounts	57			38			31
Total interest income	$	33,704		$	34,499		$	33,419

Net interest income	$	29,585		$	30,069		$	28,525
Net interest margin	3.73		%	3.83		%	3.64		%
Selected average balances:
Total earning assets	$	3,170,341		$	3,139,253		$	3,134,030
Total loans	$	2,511,442		$	2,482,274		$	2,405,825
Total securities	$	562,607		$	592,769		$	674,109
Total deposits	$	2,287,496		$	2,240,333		$	2,160,363
Total borrowings	$	464,723		$	468,855		$	590,238
Total non-interest-bearing demand deposits	$	414,919		$	404,087		$	367,217
Total interest-bearing liabilities	$	2,337,300		$	2,305,101		$	2,383,384

¹Warehouse Purchase Program loans are now reported as loans held for investment rather than as loans held for sale. Please see the Financial Condition section for further information. Prior periods have been reclassified to conform to the current presentation.

Net interest income for the quarter ended March 31, 2014, was $29.6 million, a $1.1 million increase from the first quarter of 2013 and a $484,000 decrease from the fourth quarter of 2013. The year-over-year increase was primarily due to a $775,000 decrease in interest expense and a $249,000 increase in interest income on securities. The decrease in net interest income for the current period compared to the fourth quarter of 2013 was primarily due to an $800,000 decrease in interest income earned on loans, partially offset by a $311,000 decrease in interest expense.

Interest income earned on securities increased by $249,000, or 8.3%, compared to the first quarter of 2013, primarily due to higher yields earned on collateralized mortgage obligations and mortgage-backed securities, as well as an increase in the average balance of municipal bonds. Growth of $475.5 million, or 42.3%, in the average balance of commercial loans more than offset a $291.3 million decline in average Warehouse Purchase Program loan balances for the comparable three month periods ended March 31, 2014, and 2013, resulting in a $10,000 increase in interest income earned on loans. The increase in interest income driven by higher commercial loan volume was also partially offset by lower yields, as the average yield on commercial real estate and commercial and industrial loans declined by 50 and 40 basis points, respectively, from the first quarter of 2013. The average yield on loans decreased by 21 basis points to 4.84% for the first quarter of 2014, compared to 5.05% for the first quarter of 2013.

The $800,000, or 2.6%, decrease in interest income earned on loans on a linked quarter basis was primarily due to lower average yields earned on all loan portfolios for the comparable periods, as well as a $95.4 million decline in the average balance of Warehouse Purchase Program loans. The decline in yields and Warehouse Purchase Program balances was partially offset by a $129.2 million increase in the average balance of commercial loans compared to the fourth quarter of 2013. A $532,000 recovery of interest on a non-performing loan recognized in the fourth quarter of 2013 also contributed to the decrease in interest income on a linked quarter basis.

Interest expense for the first quarter of 2014 decreased by $775,000, or 15.8%, from the first quarter of 2013 due to a $441,000, or 18.1%, decrease in interest paid on deposits and a $334,000, or 14.8%, decrease in interest paid on FHLB advances. The decline in interest paid on deposits was driven by lower average rates paid on time deposits and interest-bearing demand deposits, which declined by 47 basis points and three basis points, respectively, compared to the first quarter of 2013. The average balance of FHLB advances and other borrowings declined by $125.5 million, or 21.3%, from the comparable prior year period, primarily due to lower average Warehouse Purchase Program balances during the 2014 period, of which a portion was strategically funded with short-term FHLB advances. Average interest-bearing liabilities decreased by $46.1 million to $2.3 billion for the quarter ended March 31, 2014, compared to $2.4 billion for the same period in 2013, while the average cost of interest-bearing liabilities decreased by 12 basis points to 0.70% for the quarter ended March 31, 2014, compared to 0.82% for the same period in 2013. The decline in interest expense on a linked quarter basis was driven primarily by a 24 basis point decline in the average rate paid on time deposits.

The net interest margin for the first quarter of 2014 was 3.73%, a nine basis point increase from the first quarter of 2013 and a ten basis point decrease from the fourth quarter of 2013. Accretion of interest related to the 2012 Highlands acquisition contributed five basis points to the net interest margin for the quarter ended March 31, 2014, compared to ten basis points for the quarter ended December 31, 2013, and 11 basis points for the quarter ended March 31, 2013. The average yield on earning assets for the first quarter of 2014 was 4.25%, a two basis point decrease from the first quarter of 2013 and a 15 basis point decrease from the fourth quarter of 2013. The cost of deposits for the first quarter of 2014 was 0.35%, a ten basis point decrease from the first quarter of 2013 and a five basis point decrease from the fourth quarter of 2013.

Non-interest Income

Non-interest income for the quarter ended March 31, 2014, was $5.0 million, an $897,000, or 15.3%, decrease from the first quarter of 2013 and a $43,000, or 0.9%, decrease from the fourth quarter of 2013. The $897,000 decrease from the first quarter of 2013 was primarily attributable to an $841,000 decrease in other non-interest income and a $229,000 decrease in gain on the sale and disposition of assets for the comparable periods. These declines were partially offset by a $177,000 loss on the sale of available-for-sale securities recorded in the first quarter of 2013 with no comparable loss recorded in the 2014 period. The decrease in other non-interest income year over year was primarily due to a $784,000 increase in the value of an investment in a community development-oriented private equity fund used for Community Reinvestment Act purposes recognized in the first quarter of 2013, compared to an increase of $39,000 recognized in the first quarter of 2014. The decrease in gain on the sale and disposition of assets year over year was primarily due to a gain recorded on the payoff of a purchased credit impaired loan recorded during the 2013 period with no comparable gain recorded in the 2014 period.

The $43,000 decrease in non-interest income on a linked quarter basis was primarily due to a $119,000 decrease in the gain on sale and disposition of assets, partially offset by a $106,000 increase in other non-interest income. The decrease in gain on the sale and disposition of assets for the linked quarters was primarily due to a gain recorded on the payoff of a purchased credit impaired loan recorded during the 2013 period with no comparable gain recorded in the 2014 period. The increase in other non-interest income was primarily due to a $189,000 prepayment penalty received in the first quarter of 2014 on a held-to-maturity security, which was partially offset by a $214,000 increase in the value of an investment in a community development-oriented private equity fund used for Community Reinvestment Act purposes recognized in the fourth quarter of 2013, compared to an increase of $39,000 recognized in the first quarter of 2014.

Non-interest Expenses

Non-interest expense for the quarter ended March 31, 2014, was $22.2 million, a $1.3 million, or 6.1%, increase from the first quarter of 2013 and a $2.0 million, or 8.2%, decrease from the fourth quarter of 2013. The year-over-year increase in non-interest expense was primarily due to a $1.2 million increase in salaries and employee benefits expense and $169,000 in merger and acquisition costs related to the merger with LegacyTexas. The increase in salaries and employee benefits expense primarily reflected increased share-based compensation expense related to grants that were awarded in February 2013, higher ESOP expense resulting from an increase in the Company's stock price, and an increase in performance-based compensation resulting from improvements in performance metrics. Lower expenses related to advertising and outside professional services partially offset the increase in salary expense and merger costs.

The $2.0 million decrease in non-interest expense on a linked quarter basis was primarily due to a $494,000 decrease in merger and acquisition costs related to the merger with LegacyTexas, a $405,000 decrease in advertising expense, a $299,000 decrease in outside professional services expense, and a $225,000 decrease in occupancy and equipment expense.

Financial Condition

Prior to the December 31, 2013, reporting period, the Company reported Warehouse Purchase Program loans as held for sale as we believed that was the most meaningful presentation to our financial statement users given that the collection of the loan was based upon the sale of the loan. Effective December 31, 2013, the Company concluded that, under US GAAP, these loans should be accounted for as held for investment. This correction changed the accounting for Warehouse Purchase Program loans from a lower-of-cost-or-market accounting method to accounting for the loans under Accounting Standards Codification ("ASC") 310, with any credit losses incurred as of the balance sheet date recognized in the allowance for loan losses. As we had not reported any valuation decreases below cost in prior periods, and we have experienced no credit losses on these loans, this correction had no impact on net income, comprehensive income, earnings per share or income taxes. Additionally, total assets and shareholders' equity remained unchanged. However, this correction did impact the statement of cash flows by moving cash flows associated with the Warehouse Purchase Program from operating cash flows to investing cash flows.

Gross loans held for investment at March 31, 2014, excluding Warehouse Purchase Program loans, increased by $157.7 million, or 7.7%, from December 31, 2013, and by $461.8 million, or 26.5%, from March 31, 2013, with increased commercial lending driving the growth. Commercial real estate loan balances at March 31, 2014, increased by $26.9 million, or 2.5%, from December 31, 2013, and by $235.6 million, or 26.7%, from March 31, 2013. Commercial and industrial loans at March 31, 2014, increased by $104.2 million, or 23.7%, from December 31, 2013, and $241.1 million, or 79.7%, from March 31, 2013. Warehouse Purchase Program loans at March 31, 2014, decreased by $82.6 million, or 12.3%, from December 31, 2013, and by $166.6 million, or 22.0%, from March 31, 2013. Consumer loans at March 31, 2014, increased by $19.8 million, or 4.1%, from December 31, 2013, and decreased by $30.3 million, or 5.6%, from March 31, 2013.

Energy loans, which are reported as commercial and industrial loans, totaled $212.8 million at March 31, 2014, up $46.3 million from $166.5 million at December 31, 2013. In May 2013, the Company formed its Energy Finance group, which focuses on providing loans to private and public oil and gas companies throughout the United States. The group's offerings also include the Bank's full array of commercial services, including Treasury Management and letters of credit.

Total deposits at March 31, 2014, increased by $104.6 million, or 4.6%, from December 31, 2013, and by $156.2 million, or 7.1%, from March 31, 2013. Since December 31, 2013, non-interest-bearing demand deposits have grown by $23.5 million and totaled $434.5 million at March 31, 2014, or 18.3% of total deposits, which is a record high for the category and was driven by higher balances in commercial checking products. Additionally, compared to December 31, 2013, savings and money market deposits increased by $40.5 million, while time deposits increased by $35.7 million.

Total shareholders' equity increased by $5.6 million to $550.1 million at March 31, 2014, from $544.5 million at December 31, 2013. The Company's tangible common equity ratio was 14.54% at March 31, 2014, a decrease of 16 basis points from December 31, 2013, and a decrease of 41 basis points from March 31, 2013.

Credit Quality



	At or For the Quarters Ended
	March			December			March
(unaudited)	2014			2013			2013
	(Dollars in thousands)
Net charge-offs	$	332		$	127		$	292
Net charge-offs/Average loans held for investment, excluding Warehouse Purchase Program loans ¹	0.06		%	0.03		%	0.07		%
Net charge-offs/Average loans held for investment ¹	0.05			0.02			0.05
Provision for loan losses	$	376		$	616		$	883
Non-performing loans ("NPLs")	22,829			22,124			27,721
NPLs/Total loans held for investment, excluding Warehouse Purchase Program loans ¹	1.03		%	1.08		%	1.59		%
NPLs/Total loans held for investment ¹	0.82			0.81			1.11
Non-performing assets ("NPAs")	$	23,216		$	22,604		$	29,226
NPAs to total assets	0.64		%	0.64		%	0.87		%
NPAs/Loans held for investment and foreclosed assets, excluding Warehouse Purchase Program loans ¹	1.05			1.10			1.67
NPAs/Loans held for investment and foreclosed assets ¹	0.83			0.83			1.17
Allowance for loan losses	$	19,402		$	19,358		$	18,642
Allowance for loan losses/Total loans held for investment, excluding Warehouse Purchase Program loans ¹	0.88		%	0.94		%	1.07		%
Allowance for loan losses/Total loans held for investment ¹	0.69			0.71			0.74
Allowance for loan losses/Total Loans held for investment, excluding acquired loans & Warehouse Purchase Program loans ^{1, 2}	0.92			1.00			1.19
Allowance for loan losses/NPLs	84.99			87.50			67.25

²Excludes loans acquired in 2012 from Highlands, which were initially recorded at fair value.

The Company recorded a provision for loan losses of $376,000 for the quarter ended March 31, 2014, compared to $616,000 for the quarter ended December 31, 2013, and $883,000 for the quarter ended March 31, 2013. Non-performing loans to total loans held for investment, excluding Warehouse Purchase Program loans, was 1.03% at March 31, 2014, compared to 1.08% at December 31, 2013, and 1.59% at March 31, 2013. Non-performing loans totaled $22.8 million at March 31, 2014, a decrease of $4.9 million from March 31, 2013, and an increase of $705,000 from December 31, 2013. This linked quarter increase was primarily attributable to a commercial and industrial loan totaling $2.0 million and a commercial real estate loan totaling $558,000, both of which were placed on nonaccrual status during the first quarter of 2014. The $2.0 million commercial and industrial loan, which is not past due, was placed on nonaccrual solely due to its designation as a troubled debt restructuring. The $558,000 commercial real estate loan is currently past due, but as a result of our collateral position in the loan, no specific reserve has been allocated to this loan. The increase in non-performing loans during the first quarter of 2014 was partially offset by a $609,000 decrease in non-performing consumer real estate loans.

Net charge-offs totaled $332,000 for the first quarter of 2014, compared to $127,000 for the fourth quarter of 2013, and $292,000 for the first quarter of 2013. The $332,000 in net charge-offs for the first quarter of 2014 included $169,000 of charge-offs related to two Small Business Administration ("SBA") commercial and industrial loans. Specific reserve allocations were set aside in prior periods to provide for the portions of these loans not guaranteed by the SBA.

Subsequent Events

The Company is required under generally accepted accounting principles to evaluate subsequent events through the filing of its consolidated financial statements for the quarter ended March 31, 2014, on Form 10-Q. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of March 31, 2014, and will adjust amounts preliminarily reported, if necessary.

Conference Call

The Company will host an investor conference call to review these results on Wednesday, April 23, 2014, at 8 a.m. Central Time. Participants are asked to call (toll-free) 1-888-317-6016 at least five minutes prior to the call. International participants are asked to call 1-412-317-6016 and participants in Canada are asked to call (toll-free) 1-855-669-9657. The call and corresponding presentation slides will be webcast live on the home page of the Company's website, www.viewpointfinancialgroup.com. An audio replay will be available one hour after the conclusion of the call at 1-877-344-7529, Conference #10042848. This replay, as well as the webcast, will be available until the Company's next quarterly webcast/conference call.

About ViewPoint Financial Group, Inc.

ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.

When used in filings by ViewPoint Financial Group, Inc. (“ViewPoint”) with the Securities and Exchange Commission (the “SEC”) in ViewPoint’s press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other things: the expected cost savings, synergies and other financial benefits from the ViewPoint-LegacyTexas merger (the “Merger”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals and the approval of the shareholders of LegacyTexas might not be obtained or other conditions to completion of the merger set forth in the merger agreement might not be satisfied or waived; changes in economic conditions; legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; ViewPoint’s ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in ViewPoint’s market area; the industry-wide decline in mortgage production; competition; changes in management’s business strategies and other factors set forth in ViewPoint’s filings with the SEC.

ViewPoint does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ViewPoint has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE MERGER. Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint are available free of charge by accessing ViewPoint’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.

The directors, executive officers and certain other members of management and employees of ViewPoint may be deemed to be participants in the solicitation of proxies in favor of the Merger from the shareholders of LegacyTexas. Information about the directors and executive officers of ViewPoint is included in ViewPoint’s proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. The directors, executive officers and certain other members of management and employees of LegacyTexas may also be deemed to be participants in the solicitation of proxies in favor of the

Merger from the shareholders of LegacyTexas. Information about the directors and executive officers of LegacyTexas is included in the proxy statement/prospectus for the Merger.

VIEWPOINT FINANCIAL GROUP, INC.

Consolidated Balance Sheets



	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
	(Dollars in thousands)
ASSETS	(unaudited)						(unaudited)			(unaudited)			(unaudited)
Cash and due from financial institutions	$	33,627		$	30,012		$	33,803		$	30,504		$	25,724
Short-term interest-bearing deposits in other financial institutions	88,238			57,962			40,223			27,280			26,783
Total cash and cash equivalents	121,865			87,974			74,026			57,784			52,507
Securities available for sale, at fair value	236,062			248,012			264,657			287,834			315,438
Securities held to maturity	280,490			294,583			307,822			330,969			329,993
Total securities	516,552			542,595			572,479			618,803			645,431
Loans held for investment:
Loans held for investment - Warehouse Purchase Program ¹	590,904			673,470			640,028			904,228			757,472
Loans held for investment	2,207,580			2,049,902			1,933,669			1,835,187			1,745,737
Gross loans	2,798,484			2,723,372			2,573,697			2,739,415			2,503,209
Less: allowance for loan losses and deferred fees on loans held for investment	(21,291		)	(20,625		)	(19,513		)	(19,162		)	(18,282		)
Net loans	2,777,193			2,702,747			2,554,184			2,720,253			2,484,927
FHLB and Federal Reserve Bank stock, at cost	33,632			34,883			29,632			41,475			31,607
Bank-owned life insurance	35,718			35,565			35,379			35,231			35,078
Premises and equipment, net	52,736			53,272			52,729			52,865			53,050
Goodwill	29,650			29,650			29,650			29,650			29,650
Other assets	36,242			38,546			35,528			38,423			41,386
Total assets	$	3,603,588		$	3,525,232		$	3,383,607		$	3,594,484		$	3,373,636
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest-bearing demand	$	434,463		$	410,933		$	401,136		$	384,836		$	392,759
Interest-bearing demand	479,432			474,515			451,248			464,262			481,966
Savings and money market	945,046			904,576			896,330			887,082			888,874
Time	510,305			474,615			499,228			453,000			449,491
Total deposits	2,369,246			2,264,639			2,247,942			2,189,180			2,213,090
FHLB advances	607,996			639,096			511,166			800,208			564,221
Repurchase agreement and other borrowings	25,000			25,000			25,000			25,000			25,000
Accrued expenses and other liabilities	51,247			52,037			59,410			46,662			40,358
Total liabilities	3,053,489			2,980,772			2,843,518			3,061,050			2,842,669

Shareholders’ equity
Common stock	399			399			400			399			399
Additional paid-in capital	379,578			377,657			375,563			373,378			373,492
Retained earnings	186,126			183,236			180,787			176,569			172,386
Accumulated other comprehensive income (loss), net	78			(383		)	155			271			2,239
Unearned Employee Stock Ownership Plan (ESOP) shares	(16,082		)	(16,449		)	(16,816		)	(17,183		)	(17,549		)
Total shareholders’ equity	550,099			544,460			540,089			533,434			530,967
Total liabilities and shareholders’ equity	$	3,603,588		$	3,525,232		$	3,383,607		$	3,594,484		$	3,373,636

VIEWPOINT FINANCIAL GROUP, INC.

Consolidated Quarterly Statements of Income (unaudited)



	For the Quarters Ended												First Quarter 2014 Compared to:
	Mar 31, 2014		Dec 31, 2013		Sep 30, 2013			Jun 30, 2013		Mar 31, 2013			Fourth Quarter 2013					First Quarter 2013
Interest and dividend income	(Dollars in thousands)
Loans, including fees	$	30,388	$	31,188	$	30,805		$	32,151	$	30,378		$	(800	)	(2.6	)%	$	10		0.03	%
Taxable securities	2,565		2,583		2,337			2,457		2,403			(18		)	(0.7	)	162			6.7
Nontaxable securities	564		562		568			529		474			2			0.4		90			19.0
Interest-bearing deposits in other financial institutions	57		38		32			25		31			19			50.0		26			83.9
FHLB and Federal Reserve Bank stock	130		128		133			134		133			2			1.6		(3		)	(2.3	)
	33,704		34,499		33,875			35,296		33,419			(795		)	(2.3	)	285			0.9
Interest expense
Deposits	1,991		2,252		2,411			2,450		2,432			(261		)	(11.6	)	(441		)	(18.1	)
FHLB advances	1,927		1,971		2,066			2,205		2,261			(44		)	(2.2	)	(334		)	(14.8	)
Repurchase agreement	201		206		206			203		201			(5		)	(2.4	)	—			—
Other borrowings	—		1		4			—		—			(1		)	(100.0)		—			—
	4,119		4,430		4,687			4,858		4,894			(311		)	(7.0	)	(775		)	(15.8	)
Net interest income	29,585		30,069		29,188			30,438		28,525			(484		)	(1.6	)	1,060			3.7
Provision (benefit) for loan losses	376		616		(158		)	1,858		883			(240		)	(39.0	)	(507		)	(57.4	)
Net interest income after provision (benefit) for loan losses	29,209		29,453		29,346			28,580		27,642			(244		)	(0.8	)	1,567			5.7
Non-interest income
Service charges and fees	4,298		4,259		4,460			4,768		4,291			39			0.9		7			0.2
Other charges and fees	210		246		300			179		212			(36		)	(14.6	)	(2		)	(0.9	)
Bank-owned life insurance income	153		186		148			153		162			(33		)	(17.7	)	(9		)	(5.6	)
Loss on sale of available for sale securities	—		—		—			—		(177		)	—			—		177			(100.0	)
Gain on sale and disposition of assets	1		120		41			444		230			(119		)	(99.2	)	(229		)	(99.6	)
Other	300		194		277			199		1,141			106			54.6		(841		)	(73.7	)
	4,962		5,005		5,226			5,743		5,859			(43		)	(0.9	)	(897		)	(15.3	)



Non-interest expense
Salaries and employee benefits	14,132		14,339		13,546		12,528		12,915		(207		)	(1.4	)	1,217			9.4
Merger and acquisition costs	169		663		—		—		—		(494		)	(74.5	)	169			N/M¹
Advertising	355		760		666		751		513		(405		)	(53.3	)	(158		)	(30.8	)
Occupancy and equipment	1,892		2,117		1,830		1,938		1,790		(225		)	(10.6	)	102			5.7
Outside professional services	525		824		682		570		684		(299		)	(36.3	)	(159		)	(23.2	)
Regulatory assessments	628		619		629		650		579		9			1.5		49			8.5
Data processing	1,662		1,747		1,733		1,729		1,518		(85		)	(4.9	)	144			9.5
Office operations	1,680		1,781		1,603		1,751		1,648		(101		)	(5.7	)	32			1.9
Other	1,112		1,278		1,484		1,786		1,226		(166		)	(13.0	)	(114		)	(9.3	)
	22,155		24,128		22,173		21,703		20,873		(1,973		)	(8.2	)	1,282			6.1
Income before income tax expense	12,016		10,330		12,399		12,620		12,628		1,686			16.3		(612		)	(4.8	)
Income tax expense	4,334		3,086		4,187		4,446		4,570		1,248			40.4		(236		)	(5.2	)
Net income	$	7,682	$	7,244	$	8,212	$	8,174	$	8,058	$	438		6.0	%	$	(376	)	(4.7	)%

¹N/M - not meaningful

VIEWPOINT FINANCIAL GROUP, INC.

Selected Financial Highlights (unaudited)



	At or For the Quarters Ended
	March			December			March
	2014			2013			2013
	(Dollars in thousands, except share and per share amounts)
SHARE DATA:
Weighted average common shares outstanding- basic	37,775,677			37,686,866			37,529,793
Weighted average common shares outstanding- diluted	38,019,519			37,911,775			37,681,402
Shares outstanding at end of period	39,946,560			39,938,816			39,948,031
Income available to common shareholders¹	$	7,592		$	7,147		$	7,994
Basic earnings per common share	0.20			0.19			0.21
Diluted earnings per common share	0.20			0.19			0.21
Dividends declared per share ²	0.12			0.12			—
Total shareholders' equity	550,099			544,460			530,967
Common shareholders' equity per share (book value per share)	13.77			13.63			13.29
Tangible book value per share- Non-GAAP³	13.00			12.86			12.51
Market value per share for the quarter:
High	28.85			27.66			21.75
Low	23.73			20.19			19.94
Close	$	28.85		$	27.45		$	20.11
KEY RATIOS:
Return on average common shareholders' equity	5.62		%	5.34		%	6.11		%
Return on average assets	0.92			0.87			0.97
Efficiency ratio⁴	63.39			67.07			61.86
Estimated Tier 1 risk-based capital ratio⁵	17.88			18.17			19.56
Estimated total risk-based capital ratio⁵	18.55			18.85			20.29
Estimated Tier 1 leverage ratio⁵	15.66			15.67			15.16
Tangible equity to tangible assets- Non-GAAP³	14.54		%	14.70		%	14.95		%
Number of employees- full-time equivalent	549			561			566

¹Net of distributed and undistributed earnings to participating securities

² The quarter ended March 2013, does not include a dividend declaration as the Company accelerated the payment of its first quarter 2013 dividend, making two dividend payments of $0.10 each in the fourth quarter 2012.

³ See the section labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document.

⁴ Calculated by dividing total non-interest expense by net interest income plus non-interest income, excluding gain (loss) on foreclosed assets, amortization of intangible assets, gains (losses) from securities transactions, merger and acquisition costs and other non-recurring items.

⁵ Calculated at the ViewPoint Financial Group, Inc. level, which is subject to the capital adequacy requirements of the Federal Reserve.

VIEWPOINT FINANCIAL GROUP, INC.

Selected Loan Data (unaudited)



	Ending Balances at
	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Loans:	(Dollars in thousands)
Commercial real estate	$	1,118,059		$	1,091,200		$	1,035,383		$	990,227		$	882,492
Warehouse Purchase Program loans	590,904			673,470			640,028			904,228			757,472
Commercial and industrial loans:
Commercial	517,247			425,030			373,390			288,054			271,605
Warehouse lines of credit	26,333			14,400			17,356			24,977			30,861
Total commercial and industrial loans	543,580			439,430			390,746			313,031			302,466
Construction and land loans:
Commercial construction and land	34,465			27,619			13,045			14,491			15,042
Consumer construction and land	2,604			2,628			2,307			5,980			6,531
Total construction and land loans	37,069			30,247			15,352			20,471			21,573
Consumer:
Consumer real estate	463,857			441,226			442,073			459,076			484,068
Other consumer loans	45,015			47,799			50,115			52,382			55,138
Total consumer	508,872			489,025			492,188			511,458			539,206
Gross loans held for investment	$	2,798,484		$	2,723,372		$	2,573,697		$	2,739,415		$	2,503,209
Non-performing assets:
Commercial real estate	$	8,110		$	7,604		$	7,770		$	8,625		$	12,696
Commercial and industrial	5,990			5,141			5,788			6,849			6,807
Consumer real estate	8,203			8,812			8,237			7,913			7,840
Other consumer loans	526			567			512			412			378
Total non-performing loans	22,829			22,124			22,307			23,799			27,721
Foreclosed assets	387			480			428			557			1,505
Total non-performing assets	$	23,216		$	22,604		$	22,735		$	24,356		$	29,226
Total non-performing assets to total assets	0.64		%	0.64		%	0.67		%	0.68		%	0.87		%
Total non-performing loans to total loans held for investment, excluding Warehouse Purchase Program loans ¹	1.03		%	1.08		%	1.15		%	1.30		%	1.59		%
Total non-performing loans to total loans held for investment ¹	0.82		%	0.81		%	0.87		%	0.87		%	1.11		%
Allowance for loan losses to non-performing loans	84.99		%	87.50		%	84.59		%	81.00		%	67.25		%
Allowance for loan losses to total loans held for investment, excluding Warehouse Purchase Program loans ¹	0.88		%	0.94		%	0.98		%	1.05		%	1.07		%
Allowance for loan losses to total loans held for investment ¹	0.69		%	0.71		%	0.73		%	0.70		%	0.74		%
Allowance for loan losses to total loans held for investment excluding acquired loans and Warehouse Purchase Program loans ^{1, 2}	0.92		%	1.00		%	1.05		%	1.15		%	1.19		%



Troubled debt restructured loans ("TDRs"):
Performing TDRs:
Commercial real estate	$	—		$	—		$	—		$	—		$	3,372
Commercial and industrial	167			185			190			196			202
Construction and land	2			2			3			4			4
Consumer real estate	732			737			741			744			959
Other consumer loans	44			47			51			54			62
Total performing TDRs	$	945		$	971		$	985		$	998		$	4,599
Non-performing TDRs:³
Commercial real estate	$	7,401		$	7,446		$	7,559		$	8,344		$	11,786
Commercial and industrial	2,333			349			277			75			71
Consumer real estate	3,024			3,070			2,690			2,215			2,018
Other consumer loans	471			503			470			317			261
Total non-performing TDRs	$	13,229		$	11,368		$	10,996		$	10,951		$	14,136
Allowance for loan losses:
Balance at beginning of period	19,358			18,869			19,277			18,642			18,051
Provision expense (benefit)	376			616			(158		)	1,858			883
Charge-offs	(471		)	(255		)	(356		)	(1,394		)	(476		)
Recoveries	139			128			106			171			184
Balance at end of period	$	19,402		$	19,358		$	18,869		$	19,277		$	18,642
Net charge-offs (recoveries):
Commercial real estate	$	—		$	—		$	34		$	716		$	56
Commercial and industrial	192			43			204			64			172
Construction and land	—			—			—			—			31
Consumer real estate	77			14			(18		)	320			23
Other consumer loans	63			70			30			123			10
Total net charge-offs	$	332		$	127		$	250		$	1,223		$	292

¹Warehouse Purchase Program loans are now reported as loans held for investment rather than as loans held for sale. Please see the Financial Condition section for further information. Prior periods have been reclassified to conform to the current presentation.
²Excludes loans acquired from Highlands, which were initially recorded at fair value.
³ Non-performing TDRs are included in the non-performing assets reported above.

VIEWPOINT FINANCIAL GROUP, INC.

Average Balances and Yields/Rates (unaudited)



	For the Quarters Ended
	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Loans:	(Dollars in thousands)
Commercial real estate	$	1,130,304		$	1,077,112		$	1,007,449		$	961,631		$	839,155
Warehouse Purchase Program loans	446,935			542,367			685,852			755,577			738,234
Commercial and industrial loans:
Commercial	449,867			376,557			316,506			288,481			257,510
Warehouse lines of credit	17,988			15,316			21,077			27,670			26,037
Consumer real estate	440,662			441,722			453,939			476,226			504,965
Other consumer loans	46,453			49,202			51,414			53,759			57,164
Less: deferred fees and allowance for loan loss	(20,767		)	(20,002		)	(18,982		)	(18,649		)	(17,240		)
Loans receivable	2,511,442			2,482,274			2,517,255			2,544,695			2,405,825
Securities	562,607			592,769			640,041			680,931			674,109
Overnight deposits	96,292			64,210			54,860			45,810			54,096
Total interest-earning assets	$	3,170,341		$	3,139,253		$	3,212,156		$	3,271,436		$	3,134,030
Deposits:
Interest-bearing demand	$	460,745		$	455,983		$	448,241		$	459,433		$	465,385
Savings and money market	918,636			902,019			892,355			883,507			877,690
Time	493,196			478,244			458,431			451,110			450,071
FHLB advances and other borrowings	464,723			468,855			587,651			679,693			590,238
Total interest-bearing liabilities	$	2,337,300		$	2,305,101		$	2,386,678		$	2,473,743		$	2,383,384

Total assets	$	3,354,668		$	3,318,500		$	3,390,837		$	3,453,699		$	3,322,899
Non-interest-bearing demand deposits	$	414,919		$	404,087		$	405,344		$	393,815		$	367,217
Total deposits	$	2,287,496		$	2,240,333		$	2,204,371		$	2,187,865		$	2,160,363
Total shareholders' equity	$	547,201		$	542,360		$	537,901		$	532,897		$	527,958

Yields/Rates:
Loans:
Commercial real estate	5.38		%	5.56		%	5.50		%	5.85		%	5.88		%
Warehouse Purchase Program loans	3.64		%	3.79		%	3.86		%	3.87		%	3.92		%
Commercial and industrial loans:
Commercial	4.24		%	4.92		%	4.45		%	4.97		%	4.72		%
Warehouse lines of credit	3.60		%	3.51		%	3.56		%	3.57		%	3.63		%
Consumer real estate	4.98		%	5.05		%	5.15		%	5.16		%	5.30		%
Other consumer loans	5.95		%	6.07		%	6.19		%	5.94		%	5.84		%
Loans receivable	4.84		%	5.03		%	4.90		%	5.05		%	5.05		%
Securities	2.32		%	2.21		%	1.90		%	1.83		%	1.79		%
Overnight deposits	0.24		%	0.24		%	0.23		%	0.22		%	0.23		%
Total interest-earning assets	4.25		%	4.40		%	4.22		%	4.32		%	4.27		%
Deposits:
Interest-bearing demand	0.37		%	0.38		%	0.39		%	0.41		%	0.40		%
Savings and money market	0.28		%	0.28		%	0.28		%	0.27		%	0.27		%
Time	0.75		%	0.99		%	1.18		%	1.23		%	1.22		%



FHLB advances and other borrowings	1.83	%	1.86	%	1.55	%	1.42	%	1.67	%
Total interest-bearing liabilities	0.70	%	0.77	%	0.79	%	0.79	%	0.82	%
Net interest spread	3.55	%	3.63	%	3.43	%	3.53	%	3.45	%
Net interest margin	3.73	%	3.83	%	3.63	%	3.72	%	3.64	%
Cost of deposits (including non-interest-bearing demand)	0.35	%	0.40	%	0.44	%	0.45	%	0.45	%

VIEWPOINT FINANCIAL GROUP, INC.

Supplemental Information- Non-GAAP Financial Measures (unaudited)



	At or For the Quarters Ended
	March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013
Reconciliation of Core (non-GAAP) to GAAP Net Income and Earnings per Share:	(Dollars in thousands, except per share amounts)
GAAP net income available to common shareholders ¹	$	7,592		$	7,147		$	8,096		$	8,058		$	7,994
Distributed and undistributed earnings to participating securities ¹	90			97			116			116			64
Merger and acquisition costs	110			431			—			—			—
One-time payroll and severance costs	—			137			39			260			—
One-time (gain) loss on assets	7			(36		)	(27		)	—			(511		)
(Gain) loss on sale of available for sale securities	—			—			—			—			115
Core (non-GAAP) net income	$	7,799		$	7,776		$	8,224		$	8,434		$	7,662
Average shares for basic earnings per share	37,775,677			37,686,866			37,594,701			37,545,050			37,529,793
GAAP basic earnings per share	$	0.20		$	0.19		$	0.22		$	0.21		$	0.21
Core (non-GAAP) basic earnings per share	$	0.21		$	0.21		$	0.22		$	0.22		$	0.20
Average shares for diluted earnings per share	38,019,519			37,911,775			37,774,400			37,692,513			37,681,402
GAAP diluted earnings per share	$	0.20		$	0.19		$	0.21		$	0.21		$	0.21
Core (non-GAAP) diluted earnings per share	$	0.21		$	0.21		$	0.22		$	0.22		$	0.20

Calculation of Tangible Book Value per Share:
Total shareholders' equity	$	550,099		$	544,460		$	540,089		$	533,434		$	530,967
Less: Goodwill	(29,650		)	(29,650		)	(29,650		)	(29,650		)	(29,650		)
Identifiable intangible assets, net	(1,127		)	(1,239		)	(1,365		)	(1,446		)	(1,541		)
Total tangible shareholders' equity	$	519,322		$	513,571		$	509,074		$	502,338		$	499,776

Shares outstanding at end of period	39,946,560			39,938,816			39,951,884			39,926,716			39,948,031

Book value per share- GAAP	$	13.77		$	13.63		$	13.52		$	13.36		$	13.29
Tangible book value per share- Non-GAAP	$	13.00		$	12.86		$	12.74		$	12.58		$	12.51

Calculation of Tangible Equity to Tangible Assets:
Total assets	$	3,603,588		$	3,525,232		$	3,383,607		3,594,484			3,373,636
Less: Goodwill	(29,650		)	(29,650		)	(29,650		)	(29,650		)	(29,650		)
Identifiable intangible assets, net	(1,127		)	(1,239		)	(1,365		)	(1,446		)	(1,541		)
Total tangible assets	$	3,572,811		$	3,494,343		$	3,352,592		$	3,563,388		$	3,342,445

Equity to assets- GAAP	15.27		%	15.44		%	15.96		%	14.84		%	15.74		%
Tangible common equity to tangible assets- Non-GAAP	14.54		%	14.70		%	15.18		%	14.10		%	14.95		%

¹ Unvested share-based awards that contain nonforfeitable rights to dividends (whether paid or unpaid) are participating securities and are included in the computation of GAAP earnings per share pursuant to the two-class method described in ASC 260-10-45-60B.

LegacyTexas Financial Group, Inc. - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - April 22, 2014

Attached files

LegacyTexas Financial Group, Inc. Reports