Attached files
file | filename |
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EX-32 - EXHIBIT 32 - LegacyTexas Financial Group, Inc. | exhibit32020160930.htm |
EX-31.2 - EXHIBIT 31.2 - LegacyTexas Financial Group, Inc. | exhibit31220160930.htm |
EX-31.1 - EXHIBIT 31.1 - LegacyTexas Financial Group, Inc. | exhibit31120160930.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2016
OR
o | 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
LEGACYTEXAS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 6021 | 27-2176993 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) | ||
5851 Legacy Circle, Plano, Texas | 75024 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 578-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x 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):
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company o | |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class: Common Stock | Shares Outstanding as of October 24, 2016: | |
47,773,160 |
LEGACYTEXAS FINANCIAL GROUP, INC.
FORM 10-Q
September 30, 2016
INDEX
PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements
LEGACYTEXAS FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share and per share data)
September 30, 2016 | December 31, 2015 | ||||||
ASSETS | (unaudited) | ||||||
Cash and due from financial institutions | $ | 63,598 | $ | 53,847 | |||
Short-term interest-bearing deposits in other financial institutions | 214,289 | 561,792 | |||||
Total cash and cash equivalents | 277,887 | 615,639 | |||||
Securities available for sale, at fair value | 433,603 | 311,708 | |||||
Securities held to maturity (fair value: September 30, 2016 — $229,194, December 31, 2015— $247,202) | 220,919 | 240,433 | |||||
Loans held for sale, at fair value | 23,184 | 22,535 | |||||
Loans held for investment: | |||||||
Loans held for investment (net of allowance for loan losses of $57,318 at September 30, 2016 and $47,093 at December 31, 2015) | 5,702,667 | 5,017,554 | |||||
Loans held for investment - Warehouse Purchase Program | 1,345,818 | 1,043,719 | |||||
Total loans held for investment | 7,048,485 | 6,061,273 | |||||
FHLB stock and other restricted securities, at cost | 54,850 | 63,075 | |||||
Bank-owned life insurance | 56,169 | 55,231 | |||||
Premises and equipment, net | 72,325 | 77,637 | |||||
Goodwill | 178,559 | 180,776 | |||||
Other assets | 74,029 | 63,633 | |||||
Total assets | $ | 8,440,010 | $ | 7,691,940 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Deposits | |||||||
Non-interest-bearing demand | $ | 1,375,883 | $ | 1,170,272 | |||
Interest-bearing demand | 848,564 | 819,350 | |||||
Savings and money market | 2,442,434 | 2,209,698 | |||||
Time | 1,461,194 | 1,027,391 | |||||
Total deposits | 6,128,075 | 5,226,711 | |||||
FHLB advances | 1,134,318 | 1,439,904 | |||||
Repurchase agreements | 75,138 | 83,269 | |||||
Subordinated debt | 134,083 | 84,992 | |||||
Accrued expenses and other liabilities | 101,551 | 52,988 | |||||
Total liabilities | 7,573,165 | 6,887,864 | |||||
Commitments and contingent liabilities | |||||||
Shareholders’ equity | |||||||
Preferred stock, $.01 par value; 10,000,000 shares authorized; 0 shares issued — September 30, 2016 and December 31, 2015 | — | — | |||||
Common stock, $.01 par value; 90,000,000 shares authorized; 47,773,160 shares issued — September 30, 2016 and 47,645,826 shares issued December 31, 2015 | 478 | 476 | |||||
Additional paid-in capital | 583,800 | 576,753 | |||||
Retained earnings | 292,510 | 240,496 | |||||
Accumulated other comprehensive income (loss), net | 2,639 | (133 | ) | ||||
Unearned Employee Stock Ownership Plan (ESOP) shares; 1,258,284 shares at September 30, 2016 and 1,365,457 shares at December 31, 2015 | (12,582 | ) | (13,516 | ) | |||
Total shareholders’ equity | 866,845 | 804,076 | |||||
Total liabilities and shareholders’ equity | $ | 8,440,010 | $ | 7,691,940 | |||
See accompanying notes to consolidated financial statements. |
3
LEGACYTEXAS FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(Dollars in thousands, except per share data)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest and dividend income | |||||||||||||||
Loans, including fees | $ | 78,966 | $ | 63,025 | $ | 221,148 | $ | 182,611 | |||||||
Taxable securities | 2,314 | 2,292 | 6,985 | 7,043 | |||||||||||
Nontaxable securities | 763 | 773 | 2,296 | 2,215 | |||||||||||
Interest-bearing deposits in other financial institutions | 463 | 137 | 1,185 | 421 | |||||||||||
FHLB and Federal Reserve Bank stock and other | 405 | 298 | 1,241 | 820 | |||||||||||
82,911 | 66,525 | 232,855 | 193,110 | ||||||||||||
Interest expense | |||||||||||||||
Deposits | 5,756 | 3,382 | 14,300 | 9,558 | |||||||||||
FHLB advances | 1,865 | 1,606 | 5,641 | 5,086 | |||||||||||
Repurchase agreements and other borrowings | 1,810 | 349 | 4,729 | 1,131 | |||||||||||
9,431 | 5,337 | 24,670 | 15,775 | ||||||||||||
Net interest income | 73,480 | 61,188 | 208,185 | 177,335 | |||||||||||
Provision for credit losses | 3,467 | 7,515 | 19,067 | 14,265 | |||||||||||
Net interest income after provision for credit losses | 70,013 | 53,673 | 189,118 | 163,070 | |||||||||||
Non-interest income | |||||||||||||||
Service charges and other fees | 9,670 | 8,195 | 26,778 | 22,895 | |||||||||||
Net gain on sale of mortgage loans held for sale | 2,383 | 1,944 | 6,213 | 6,137 | |||||||||||
Bank-owned life insurance income | 441 | 424 | 1,308 | 1,267 | |||||||||||
Gain (loss) on sale of available-for-sale securities | (3 | ) | (25 | ) | 62 | 186 | |||||||||
Gain (loss) on sale and disposition of assets | (1,490 | ) | 228 | 3,768 | 685 | ||||||||||
Other | 276 | 1,085 | 1,525 | 2,052 | |||||||||||
11,277 | 11,851 | 39,654 | 33,222 | ||||||||||||
Non-interest expense | |||||||||||||||
Salaries and employee benefits | 23,918 | 23,633 | 69,122 | 69,153 | |||||||||||
Merger and acquisition costs | — | — | — | 1,553 | |||||||||||
Advertising | 751 | 645 | 2,822 | 2,633 | |||||||||||
Occupancy and equipment | 3,822 | 3,622 | 11,292 | 11,268 | |||||||||||
Outside professional services | 940 | 934 | 2,983 | 2,309 | |||||||||||
Regulatory assessments | 1,169 | 1,026 | 3,632 | 2,994 | |||||||||||
Data processing | 3,989 | 2,830 | 10,983 | 8,162 | |||||||||||
Office operations | 2,368 | 2,879 | 7,377 | 7,924 | |||||||||||
Other | 2,717 | 2,258 | 8,618 | 6,516 | |||||||||||
39,674 | 37,827 | 116,829 | 112,512 | ||||||||||||
Income before income tax expense | 41,616 | 27,697 | 111,943 | 83,780 | |||||||||||
Income tax expense | 14,399 | 9,802 | 39,427 | 29,310 | |||||||||||
Net income | $ | 27,217 | $ | 17,895 | $ | 72,516 | $ | 54,470 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.59 | $ | 0.39 | $ | 1.56 | $ | 1.18 | |||||||
Diluted | $ | 0.58 | $ | 0.38 | $ | 1.56 | $ | 1.17 | |||||||
Dividends declared per share | $ | 0.15 | $ | 0.14 | $ | 0.43 | $ | 0.40 | |||||||
See accompanying notes to consolidated financial statements. |
4
LEGACYTEXAS FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income | $ | 27,217 | $ | 17,895 | $ | 72,516 | $ | 54,470 | |||||||
Change in unrealized gains (losses) on securities available for sale | (433 | ) | 1,936 | 4,331 | 902 | ||||||||||
Reclassification of amount realized through sale of securities | 3 | 25 | (62 | ) | (186 | ) | |||||||||
Tax effect | 151 | (688 | ) | (1,497 | ) | (251 | ) | ||||||||
Other comprehensive income (loss), net of tax | (279 | ) | 1,273 | 2,772 | 465 | ||||||||||
Comprehensive income | $ | 26,938 | $ | 19,168 | $ | 75,288 | $ | 54,935 | |||||||
See accompanying notes to consolidated financial statements. |
5
LEGACYTEXAS FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited)
(Dollars in thousands, except share and per share data)
For the nine months ended September 30, 2015 | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income, Net | Unearned ESOP Shares | Total Shareholders’ Equity | |||||||||||||||||
Balance at January 1, 2015 | $ | 400 | $ | 386,549 | $ | 195,327 | $ | 930 | $ | (14,983 | ) | $ | 568,223 | ||||||||||
Net income | — | — | 54,470 | — | — | 54,470 | |||||||||||||||||
Other comprehensive income, net of tax | — | — | — | 465 | — | 465 | |||||||||||||||||
Dividends declared ($0.40 per share) | — | — | (19,077 | ) | — | — | (19,077 | ) | |||||||||||||||
ESOP shares earned, (138,146 shares) | — | 2,484 | — | — | 1,100 | 3,584 | |||||||||||||||||
Share-based compensation expense | — | 4,569 | — | — | — | 4,569 | |||||||||||||||||
Activity in employee stock plans, (133,222 shares) | 1 | 1,167 | — | — | — | 1,168 | |||||||||||||||||
Share repurchase, (357,950 shares) | (4 | ) | (7,985 | ) | — | — | — | (7,989 | ) | ||||||||||||||
Acquisition of LegacyTexas Group, Inc., (7,850,070 shares) | 79 | 187,145 | — | — | — | 187,224 | |||||||||||||||||
Balance at September 30, 2015 | $ | 476 | $ | 573,929 | $ | 230,720 | $ | 1,395 | $ | (13,883 | ) | $ | 792,637 | ||||||||||
For the nine months ended September 30, 2016 | |||||||||||||||||||||||
Balance at January 1, 2016 | $ | 476 | $ | 576,753 | $ | 240,496 | $ | (133 | ) | $ | (13,516 | ) | $ | 804,076 | |||||||||
Net income | — | — | 72,516 | — | — | 72,516 | |||||||||||||||||
Other comprehensive income, net of tax | — | — | — | 2,772 | — | 2,772 | |||||||||||||||||
Dividends declared ($0.43 per share) | — | — | (20,502 | ) | — | — | (20,502 | ) | |||||||||||||||
ESOP shares earned, (107,173 shares) | — | 1,775 | — | — | 934 | 2,709 | |||||||||||||||||
Share-based compensation expense | — | 3,855 | — | — | — | 3,855 | |||||||||||||||||
Activity in employee stock plans, (127,334 shares) | 2 | 1,417 | — | — | — | 1,419 | |||||||||||||||||
Balance at September 30, 2016 | $ | 478 | $ | 583,800 | $ | 292,510 | $ | 2,639 | $ | (12,582 | ) | $ | 866,845 |
See accompanying notes to consolidated financial statements.
6
LEGACYTEXAS FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
Nine Months Ended September 30, | |||||||
2016 | 2015 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 72,516 | $ | 54,470 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Provision for credit losses | 19,067 | 14,265 | |||||
Depreciation and amortization | 5,283 | 5,452 | |||||
Deferred tax expense (benefit) | (3,007 | ) | 3,189 | ||||
Premium amortization and accretion of securities, net | 3,154 | 3,166 | |||||
Accretion related to acquired loans | (3,764 | ) | (8,565 | ) | |||
Gain on sale of available for sale securities | (62 | ) | (186 | ) | |||
ESOP compensation expense | 2,709 | 3,584 | |||||
Share-based compensation expense | 3,855 | 4,569 | |||||
Net gain on loans held for sale | (6,213 | ) | (6,137 | ) | |||
Loans originated or purchased for sale | (160,895 | ) | (174,201 | ) | |||
Proceeds from sale of loans held for sale | 166,459 | 175,175 | |||||
FHLB stock dividends | (399 | ) | (111 | ) | |||
Bank-owned life insurance income | (1,308 | ) | (1,267 | ) | |||
(Gain) on sale and disposition of repossessed assets, premises and equipment | (3,930 | ) | (232 | ) | |||
Disposition of insurance subsidiary goodwill upon sale of subsidiary operations | 2,217 | — | |||||
Net change in deferred loan fees/costs | (4,621 | ) | 302 | ||||
Net change in accrued interest receivable | (1,174 | ) | (1,791 | ) | |||
Net change in other assets | 275 | 7,065 | |||||
Net change in other liabilities | 47,437 | 9,891 | |||||
Net cash provided by operating activities | 137,599 | 88,638 | |||||
Cash flows from investing activities | |||||||
Available-for-sale securities: | |||||||
Maturities, prepayments and calls | 2,146,619 | 998,967 | |||||
Purchases | (2,274,549 | ) | (1,016,762 | ) | |||
Proceeds from sale of AFS securities | 8,065 | 17,947 | |||||
Held-to-maturity securities: | |||||||
Maturities, prepayments and calls | 31,324 | 38,891 | |||||
Purchases | (12,664 | ) | (14,180 | ) | |||
Originations of Warehouse Purchase Program loans | (14,748,675 | ) | (11,932,205 | ) | |||
Proceeds from pay-offs of Warehouse Purchase Program loans | 14,446,576 | 11,758,244 | |||||
Net change in loans held for investment, excluding Warehouse Purchase Program loans | (706,545 | ) | (651,141 | ) | |||
Redemption (purchase) of FHLB and Federal Reserve Bank stock and other | 8,624 | (15,384 | ) | ||||
Cash received in excess of cash paid for acquisition of LegacyTexas Group, Inc. | — | 128,598 | |||||
Purchases of premises and equipment | (4,903 | ) | (4,164 | ) | |||
Proceeds from sale of assets | 13,532 | 8,511 | |||||
Net cash (used in) investing activities | (1,092,596 | ) | (682,678 | ) |
7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) | |||||||
Nine Months Ended September 30, | |||||||
2016 | 2015 | ||||||
Cash flows from financing activities | |||||||
Net change in deposits | 901,364 | 484,201 | |||||
Proceeds from FHLB advances | 454,300 | 1,040,000 | |||||
Repayments on FHLB advances | (759,886 | ) | (749,991 | ) | |||
Share repurchase | — | (7,989 | ) | ||||
Proceeds from borrowings | 73,610 | — | |||||
Repayments of borrowings | (33,060 | ) | (44,579 | ) | |||
Payment of dividends | (20,502 | ) | (19,077 | ) | |||
Activity in employee stock plans | 1,419 | 1,168 | |||||
Net cash provided by financing activities | 617,245 | 703,733 | |||||
Net change in cash and cash equivalents | (337,752 | ) | 109,693 | ||||
Beginning cash and cash equivalents | 615,639 | 132,021 | |||||
Ending cash and cash equivalents | $ | 277,887 | $ | 241,714 | |||
Supplemental noncash disclosures: | |||||||
Transfers from loans to other real estate owned | $ | 10,750 | $ | 906 | |||
Common stock issued in consideration of LegacyTexas Group, Inc. acquisition | — | 187,224 | |||||
See accompanying notes to consolidated financial statements. |
8
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated interim financial statements of LegacyTexas Financial Group, Inc. (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") 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. Certain items in prior periods were reclassified to conform to the current presentation. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 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 2015 Form 10-K.
The accompanying Unaudited Consolidated Interim Financial Statements include the accounts of the Company, whose business primarily consists of the operations of its wholly owned subsidiary, LegacyTexas Bank (the “Bank”). All significant intercompany transactions and balances are eliminated in consolidation.
The Company evaluates goodwill for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount, in accordance with ASC 350-20. During the three months ended September 30, 2016, the Company changed its annual goodwill impairment testing date from December 31 to October 1. The Company believes that this new date is preferable as it provides additional time prior to the Company’s year-end to complete the annual goodwill impairment test, especially in the event of future acquisitions and growth. This change does not accelerate, delay, avoid or cause an impairment charge, nor does this change result in adjustments to previously issued financial statements. There were no impairments of goodwill recorded during the three or nine month periods ended September 30, 2016 and 2015.
NOTE 2 - SHARE TRANSACTIONS
On March 1, 2016, the Company announced the resumption of its existing stock repurchase program. The open-ended stock repurchase program, which commenced in August 2012, allows for the repurchase of up to 1,978,871 shares in the open market and in negotiated transactions, depending on market conditions. At September 30, 2016, 441,750 shares have been repurchased under this stock repurchase program, leaving 1,537,121 shares available for future repurchases under the program. Subsequently, the Company entered into a new trading plan with Sandler O’Neill & Partners, LP in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of its common stock pursuant to the above mentioned stock repurchase program. No shares of Company stock were repurchased under this program during the three or nine months ended September 30, 2016.
9
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 3 - EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing net income (which has been adjusted for distributed and undistributed earnings to participating securities) by the weighted-average number of common shares outstanding for the period, reduced for average unallocated ESOP shares and average unvested restricted stock awards. 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 ASC 260-10-45-60B. 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 Company’s 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 Company’s stock for the period. A reconciliation of the numerator and denominator of the basic and diluted earnings per common share computation for the three and nine months ended September 30, 2016 and 2015 is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Basic earnings per share: | |||||||||||||||
Numerator: | |||||||||||||||
Net income | $ | 27,217 | $ | 17,895 | $ | 72,516 | $ | 54,470 | |||||||
Distributed and undistributed earnings to participating securities | (133 | ) | (127 | ) | (366 | ) | (426 | ) | |||||||
Income available to common shareholders | $ | 27,084 | $ | 17,768 | $ | 72,150 | $ | 54,044 | |||||||
Denominator: | |||||||||||||||
Weighted average common shares outstanding | 47,737,341 | 47,633,320 | 47,680,894 | 47,664,665 | |||||||||||
Less: Average unallocated ESOP shares | (1,281,843 | ) | (1,441,870 | ) | (1,317,347 | ) | (1,487,465 | ) | |||||||
Average unvested restricted stock awards | (227,764 | ) | (328,610 | ) | (233,860 | ) | (361,099 | ) | |||||||
Average shares for basic earnings per share | 46,227,734 | 45,862,840 | 46,129,687 | 45,816,101 | |||||||||||
Basic earnings per common share | $ | 0.59 | $ | 0.39 | $ | 1.56 | $ | 1.18 | |||||||
Diluted earnings per share: | |||||||||||||||
Numerator: | |||||||||||||||
Income available to common shareholders | $ | 27,084 | $ | 17,768 | $ | 72,150 | $ | 54,044 | |||||||
Denominator: | |||||||||||||||
Average shares for basic earnings per share | 46,227,734 | 45,862,840 | 46,129,687 | 45,816,101 | |||||||||||
Dilutive effect of share-based compensation plan | 318,798 | 325,621 | 233,480 | 257,158 | |||||||||||
Average shares for diluted earnings per share | 46,546,532 | 46,188,461 | 46,363,167 | 46,073,259 | |||||||||||
Diluted earnings per common share | $ | 0.58 | $ | 0.38 | $ | 1.56 | $ | 1.17 | |||||||
Share awards excluded in the computation of diluted earnings per share because the exercise price was greater than the common stock average market price and were therefore antidilutive | 968,618 | 920,000 | 1,410,184 | 1,012,971 |
10
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 4 - SECURITIES
The amortized cost, related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss), and the fair value of securities available for sale were as follows:
September 30, 2016 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Agency residential mortgage-backed securities 1 | $ | 216,381 | $ | 2,722 | $ | 65 | $ | 219,038 | |||||||
Agency commercial mortgage-backed securities 1 | 9,438 | 165 | — | 9,603 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 52,678 | 346 | 65 | 52,959 | |||||||||||
US government and agency securities | 114,446 | 203 | — | 114,649 | |||||||||||
Municipal bonds | 36,596 | 864 | 106 | 37,354 | |||||||||||
Total securities | $ | 429,539 | $ | 4,300 | $ | 236 | $ | 433,603 | |||||||
December 31, 2015 | |||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 224,582 | $ | 841 | $ | 1,575 | $ | 223,848 | |||||||
Agency commercial mortgage-backed securities 1 | 9,483 | — | 66 | 9,417 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 22,430 | 26 | 142 | 22,314 | |||||||||||
US government and agency securities | 14,906 | 148 | — | 15,054 | |||||||||||
Municipal bonds | 40,512 | 637 | 74 | 41,075 | |||||||||||
Total securities | $ | 311,913 | $ | 1,652 | $ | 1,857 | $ | 311,708 |
1 Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
The amortized cost (carrying amount), unrealized gains and losses, and fair value of securities held to maturity were as follows:
September 30, 2016 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Agency residential mortgage-backed securities 1 | $ | 80,526 | $ | 2,401 | $ | 9 | $ | 82,918 | |||||||
Agency commercial mortgage-backed securities 1 | 28,167 | 1,740 | — | 29,907 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 45,409 | 1,139 | 37 | 46,511 | |||||||||||
Municipal bonds | 66,817 | 3,086 | 45 | 69,858 | |||||||||||
Total securities | $ | 220,919 | $ | 8,366 | $ | 91 | $ | 229,194 | |||||||
December 31, 2015 | |||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 87,935 | $ | 1,837 | $ | 284 | $ | 89,488 | |||||||
Agency commercial mortgage-backed securities 1 | 24,848 | 913 | 64 | 25,697 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 59,174 | 1,087 | 55 | 60,206 | |||||||||||
Municipal bonds | 68,476 | 3,447 | 112 | 71,811 | |||||||||||
Total securities | $ | 240,433 | $ | 7,284 | $ | 515 | $ | 247,202 |
1 Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
11
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
The amortized cost (carrying amount) and fair value of held to maturity debt securities and the fair value of available for sale debt securities at September 30, 2016 by contractual maturity are set forth in the table below. Securities with contractual payments not due at a single maturity date, including mortgage-backed securities and collateralized mortgage obligations, are shown separately.
Held to maturity | Available for sale | ||||||||||
Amortized Cost | Fair Value | Fair Value | |||||||||
Due in one year or less | $ | 1,953 | $ | 1,980 | $ | 114,256 | |||||
Due after one to five years | 9,035 | 9,454 | 12,360 | ||||||||
Due after five to ten years | 48,356 | 50,836 | 16,486 | ||||||||
Due after ten years | 7,473 | 7,588 | 8,901 | ||||||||
Agency residential mortgage-backed securities | 80,526 | 82,918 | 219,038 | ||||||||
Agency commercial mortgage-backed securities | 28,167 | 29,907 | 9,603 | ||||||||
Agency residential collateralized mortgage obligations | 45,409 | 46,511 | 52,959 | ||||||||
Total | $ | 220,919 | $ | 229,194 | $ | 433,603 |
Securities with a carrying value of $210,606 and $280,629 at September 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits, repurchase agreements and for other purposes required or permitted by law.
Sales and call activity of securities for the three and nine months ended September 30, 2016 and 2015 was as follows. All securities sold were classified as available for sale.
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Proceeds | $ | 365 | $ | 1,366 | $ | 8,065 | $ | 17,947 | |||||||
Gross gains | — | — | 72 | 211 | |||||||||||
Gross losses | 3 | 25 | 10 | 25 | |||||||||||
Tax expense (benefit) of securities gains/losses reclassified from accumulated other comprehensive income | (1 | ) | (9 | ) | 22 | 65 |
Gains and losses on the sale of securities classified as available for sale are recorded on the trade date using the specific-identification method.
12
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
Securities with unrealized losses at September 30, 2016 and December 31, 2015, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:
AFS | Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||
September 30, 2016 | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 13,344 | $ | 17 | $ | 5,708 | $ | 48 | $ | 19,052 | $ | 65 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 9,082 | 19 | 3,767 | 46 | 12,849 | 65 | |||||||||||||||||
Municipal bonds | 3,848 | 41 | 2,591 | 65 | 6,439 | 106 | |||||||||||||||||
Total temporarily impaired | $ | 26,274 | $ | 77 | $ | 12,066 | $ | 159 | $ | 38,340 | $ | 236 | |||||||||||
December 31, 2015 | |||||||||||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 158,172 | $ | 1,353 | $ | 10,474 | $ | 222 | $ | 168,646 | $ | 1,575 | |||||||||||
Agency commercial mortgage-backed securities 1 | 9,417 | 66 | — | — | 9,417 | 66 | |||||||||||||||||
Agency residential collateralized mortgage obligations 1 | 13,517 | 81 | 6,992 | 61 | 20,509 | 142 | |||||||||||||||||
Municipal bonds | 7,249 | 74 | — | — | 7,249 | 74 | |||||||||||||||||
Total temporarily impaired | $ | 188,355 | $ | 1,574 | $ | 17,466 | $ | 283 | $ | 205,821 | $ | 1,857 |
HTM | Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||
September 30, 2016 | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 2,192 | $ | 9 | $ | — | $ | — | $ | 2,192 | $ | 9 | |||||||||||
Agency residential collateralized mortgage obligations 1 | 2,509 | 10 | 1,808 | 27 | 4,317 | 37 | |||||||||||||||||
Municipal bonds | 1,423 | 23 | 1,073 | 22 | 2,496 | 45 | |||||||||||||||||
Total temporarily impaired | $ | 6,124 | $ | 42 | $ | 2,881 | $ | 49 | $ | 9,005 | $ | 91 | |||||||||||
December 31, 2015 | |||||||||||||||||||||||
Agency residential mortgage-backed securities 1 | $ | 41,935 | $ | 284 | $ | — | $ | — | $ | 41,935 | $ | 284 | |||||||||||
Agency commercial mortgage-backed securities 1 | 3,805 | 64 | — | — | 3,805 | 64 | |||||||||||||||||
Agency residential collateralized mortgage obligations 1 | 3,714 | 6 | 3,060 | 49 | 6,774 | 55 | |||||||||||||||||
Municipal bonds | 1,638 | 10 | 6,369 | 102 | 8,007 | 112 | |||||||||||||||||
Total temporarily impaired | $ | 51,092 | $ | 364 | $ | 9,429 | $ | 151 | $ | 60,521 | $ | 515 |
1 Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
Other-than-Temporary Impairment
In determining other-than-temporary impairment for debt securities, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than amortized cost; (2) the financial condition and near-term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions; and (4) whether the Company has the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
As of September 30, 2016, 45 securities had unrealized losses, 20 of which had been in an unrealized loss position for over 12 months at September 30, 2016. The Company does not believe these unrealized losses are other-than-temporary and, at September 30, 2016, had the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. All principal and interest payments are being received on time and in full.
13
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
NOTE 5 - LOANS
Loans consist of the following:
September 30, 2016 | December 31, 2015 | ||||||
Loans held for sale | $ | 23,184 | $ | 22,535 | |||
Loans held for investment: | |||||||
Commercial real estate | $ | 2,533,404 | $ | 2,177,543 | |||
Commercial and industrial | 1,812,558 | 1,612,669 | |||||
Construction and land | 307,734 | 269,708 | |||||
Consumer real estate | 1,046,397 | 936,757 | |||||
Other consumer | 57,131 | 69,830 | |||||
Gross loans held for investment, excluding Warehouse Purchase Program | 5,757,224 | 5,066,507 | |||||
Net of: | |||||||
Deferred costs (fees) and discounts, net | 2,761 | (1,860 | ) | ||||
Allowance for loan losses | (57,318 | ) | (47,093 | ) | |||
Net loans held for investment, excluding Warehouse Purchase Program | 5,702,667 | 5,017,554 | |||||
Warehouse Purchase Program | 1,345,818 | 1,043,719 | |||||
Total loans held for investment | $ | 7,048,485 | $ | 6,061,273 |
14
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
Activity in the allowance for loan losses for the three and nine months ended September 30, 2016 and 2015, segregated by portfolio segment and evaluation for impairment, is set forth below. All Warehouse Purchase Program loans are collectively evaluated for impairment and are purchased under several contractual requirements, providing safeguards to the Company. These safeguards include the requirement that our mortgage company customers have a takeout commitment or similar arrangement for each loan. To date, the Company has not experienced a loss on these loans and no allowance for loan losses has been allocated to them. At September 30, 2016 and 2015, the allowance for loan impairment related to purchased credit impaired ("PCI") loans totaled $164 and $139, respectively.
For the three months ended September 30, 2016 | Commercial Real Estate | Commercial and Industrial | Construction and Land | Consumer Real Estate | Other Consumer | Total | |||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance - July 1, 2016 | $ | 16,166 | $ | 36,379 | $ | 3,950 | $ | 4,589 | $ | 1,110 | $ | 62,194 | |||||||||||
Charge-offs | (79 | ) | (7,216 | ) | — | (7 | ) | (264 | ) | (7,566 | ) | ||||||||||||
Recoveries | 7 | 227 | — | 47 | 109 | 390 | |||||||||||||||||
Provision expense (benefit) | 1,374 | 398 | 527 | (238 | ) | 239 | 2,300 | ||||||||||||||||
Ending balance - September 30, 2016 | $ | 17,468 | $ | 29,788 | $ | 4,477 | $ | 4,391 | $ | 1,194 | $ | 57,318 | |||||||||||
For the nine months ended September 30, 2016 | |||||||||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance - January 1, 2016 | $ | 14,123 | $ | 24,975 | $ | 3,013 | $ | 3,992 | $ | 990 | $ | 47,093 | |||||||||||
Charge-offs | (79 | ) | (7,681 | ) | — | (77 | ) | (655 | ) | (8,492 | ) | ||||||||||||
Recoveries | 16 | 441 | — | 99 | 261 | 817 | |||||||||||||||||
Provision expense | 3,408 | 12,053 | 1,464 | 377 | 598 | 17,900 | |||||||||||||||||
Ending balance - September 30, 2016 | $ | 17,468 | $ | 29,788 | $ | 4,477 | $ | 4,391 | $ | 1,194 | $ | 57,318 | |||||||||||
Allowance ending balance: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 301 | $ | 2,002 | $ | — | $ | 121 | $ | 58 | $ | 2,482 | |||||||||||
Collectively evaluated for impairment | 17,167 | 27,786 | 4,477 | 4,270 | 1,136 | 54,836 | |||||||||||||||||
Loans: | |||||||||||||||||||||||
Individually evaluated for impairment | 5,336 | 28,282 | 27 | 2,931 | 85 | 36,661 | |||||||||||||||||
Collectively evaluated for impairment | 2,522,417 | 1,784,023 | 307,707 | 1,042,585 | 56,810 | 5,713,542 | |||||||||||||||||
PCI loans | 5,651 | 253 | — | 881 | 236 | 7,021 | |||||||||||||||||
Ending balance | $ | 2,533,404 | $ | 1,812,558 | $ | 307,734 | $ | 1,046,397 | $ | 57,131 | $ | 5,757,224 |
15
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
For the three months ended September 30, 2015 | Commercial Real Estate | Commercial and Industrial | Construction and Land | Consumer Real Estate | Other Consumer | Total | |||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance - July 1, 2015 | $ | 11,285 | $ | 13,221 | $ | 1,531 | $ | 4,120 | $ | 710 | $ | 30,867 | |||||||||||
Charge-offs | (9 | ) | (1,649 | ) | — | (106 | ) | (360 | ) | (2,124 | ) | ||||||||||||
Recoveries | 3 | 23 | — | 6 | 92 | 124 | |||||||||||||||||
Provision expense | 1,789 | 4,019 | 888 | 252 | 567 | 7,515 | |||||||||||||||||
Ending balance - September 30, 2015 | $ | 13,068 | $ | 15,614 | $ | 2,419 | $ | 4,272 | $ | 1,009 | $ | 36,382 | |||||||||||
For the nine months ended September 30, 2015 | |||||||||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance - January 1, 2015 | $ | 11,830 | $ | 9,068 | $ | 174 | $ | 4,069 | $ | 408 | $ | 25,549 | |||||||||||
Charge-offs | (91 | ) | (2,690 | ) | — | (321 | ) | (883 | ) | (3,985 | ) | ||||||||||||
Recoveries | 24 | 124 | — | 66 | 339 | 553 | |||||||||||||||||
Provision expense | 1,305 | 9,112 | 2,245 | 458 | 1,145 | 14,265 | |||||||||||||||||
Ending balance - September 30, 2015 | $ | 13,068 | $ | 15,614 | $ | 2,419 | $ | 4,272 | $ | 1,009 | $ | 36,382 | |||||||||||
Allowance ending balance: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 888 | $ | 1,426 | $ | — | $ | 80 | $ | 85 | $ | 2,479 | |||||||||||
Collectively evaluated for impairment | 12,180 | 14,188 | 2,419 | 4,192 | 924 | 33,903 | |||||||||||||||||
Loans: | |||||||||||||||||||||||
Individually evaluated for impairment | 13,880 | 41,805 | 39 | 5,571 | 160 | 61,455 | |||||||||||||||||
Collectively evaluated for impairment | 2,011,101 | 1,395,066 | 260,394 | 874,115 | 74,514 | 4,615,190 | |||||||||||||||||
PCI loans | 10,650 | 370 | — | 846 | 315 | 12,181 | |||||||||||||||||
Ending balance | $ | 2,035,631 | $ | 1,437,241 | $ | 260,433 | $ | 880,532 | $ | 74,989 | $ | 4,688,826 |
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 but not limited to charge-offs and non-performing loan trends. Generally, consumer real estate lending has a lower credit risk profile compared to other consumer lending (such as automobile loans). Commercial real estate and commercial and industrial lending, however, can have higher risk profiles than consumer loans due to these loans being larger in amount and non-homogeneous 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.
The allowance for loan losses is maintained to cover incurred losses that are estimated in accordance with US GAAP. It is our estimate of credit losses inherent 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 general component loss allocations. Qualitative loss factors are based on management's judgment of company, market, industry or business specific data and external economic indicators, which are not yet reflected in the historical loss ratios, and that could impact the Company's specific loan portfolios. The Allowance for Loan Loss Committee sets and adjusts qualitative loss factors by regularly reviewing changes in underlying 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 adversely rated loans within the Company's 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, vacancy and capitalization rates and other pertinent economic data specific to our primary market area and lending portfolios.
For the specific component, the allowance for loan losses includes loans where management has concerns about the borrower's ability to repay and on individually analyzed loans found to be impaired. Management evaluates current information and events regarding a borrower's 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
16
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
collateral-dependent, the fair value of the collateral, less the estimated cost to sell, is used to determine the amount of impairment. If an impaired loan is not collateral-dependent, the impairment amount is determined using the negative difference, if any, between the estimated discounted cash flows and the loan amount due. For 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 or until the basis is collected. 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.
Large groups of smaller-balance homogeneous loans are collectively evaluated for impairment. As a result, the Company does not separately identify consumer real estate loans less than $417 or individual consumer non-real estate secured loans for impairment disclosures. The Company considers these loans to be homogeneous in nature due to the smaller dollar amount and the similar underwriting criteria.
Changes in the allowance for off-balance sheet credit losses on lending-related commitments, included in "accrued expenses and other liabilities" on the consolidated balance sheets, are summarized in the following table. Please see Note 10 - Commitments and Contingent Liabilities for more information.
Three Months Ended September 30, 2016 | Nine Months Ended September 30, 2016 | ||||||
Balance at beginning of period | $ | — | $ | — | |||
Charge-offs on lending-related commitments | — | — | |||||
Provision for credit losses on lending-related commitments | 1,167 | 1,167 | |||||
Balance at end of period | $ | 1,167 | $ | 1,167 |
Impaired loans at September 30, 2016 and December 31, 2015, were as follows 1:
September 30, 2016 | Unpaid Contractual Principal Balance | Recorded Investment With No Allowance | Recorded Investment With Allowance | Total Recorded Investment | Related Allowance | |||||||||||||||
Commercial real estate | $ | 5,475 | $ | 4,566 | $ | 770 | $ | 5,336 | $ | 272 | ||||||||||
Commercial and industrial | 30,231 | 17,110 | 11,172 | 28,282 | 1,999 | |||||||||||||||
Construction and land | 34 | 27 | — | 27 | — | |||||||||||||||
Consumer real estate | 4,124 | 2,920 | 11 | 2,931 | 11 | |||||||||||||||
Other consumer | 118 | 37 | 48 | 85 | 36 | |||||||||||||||
Total | $ | 39,982 | $ | 24,660 | $ | 12,001 | $ | 36,661 | $ | 2,318 | ||||||||||
December 31, 2015 | ||||||||||||||||||||
Commercial real estate | $ | 11,682 | $ | 10,618 | $ | 962 | $ | 11,580 | $ | 303 | ||||||||||
Commercial and industrial | 18,649 | 13,894 | 3,012 | 16,906 | 1,467 | |||||||||||||||
Construction and land | 38 | 33 | — | 33 | — | |||||||||||||||
Consumer real estate | 5,327 | 4,754 | 13 | 4,767 | 13 | |||||||||||||||
Other consumer | 199 | 49 | 71 | 120 | 45 | |||||||||||||||
Total | $ | 35,895 | $ | 29,348 | $ | 4,058 | $ | 33,406 | $ | 1,828 |
1 No Warehouse Purchase Program loans were impaired at September 30, 2016 or December 31, 2015. Loans reported do not include PCI loans.
17
LEGACYTEXAS FINANCIAL GROUP, INC.
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
Income on impaired loans at September 30, 2016 and 2015, was as follows1:
September 30, 2016 | Current Quarter Average Recorded Investment | Year-to-Date Average Recorded Investment | Current Quarter Interest Income Recognized | Year-to-Date Interest Income Recognized | ||||||||||||
Commercial real estate | $ | 3,223 | $ | 5,240 | $ | 3 | $ | 7 | ||||||||
Commercial and industrial | 24,835 | 24,350 | — | 1 | ||||||||||||
Construction and land | 27 | 30 | — | — | ||||||||||||
Consumer real estate | 4,452 | 5,372 | 3 | 11 | ||||||||||||
Other consumer | 87 | 100 | 1 | 3 | ||||||||||||
Total | $ | 32,624 | $ | 35,092 | $ | 7 |