Form 10-Q
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, 2010
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 001-32992
VIEWPOINT FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
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United States
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6035
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20-4484783 |
(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 þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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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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Common Stock
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24,929,157 |
Class
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Shares Outstanding as of May 7, 2010 |
PART 1 FINANCIAL INFORMATION
Item 1. Financial Statements
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
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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2010 |
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2009 |
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(unaudited) |
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ASSETS |
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Cash and due from financial institutions |
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$ |
14,420 |
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$ |
17,507 |
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Short-term interest bearing deposits in other financial institutions |
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60,644 |
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37,963 |
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Total cash and cash equivalents |
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75,064 |
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55,470 |
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Securities available for sale |
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545,325 |
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484,058 |
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Securities held to maturity (fair value: March 31, 2010 $259,614,
December 31, 2009 $260,814) |
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251,931 |
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254,724 |
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Loans held for sale |
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358,818 |
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341,431 |
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Loans, net of allowance of $12,929 March 31, 2010,
$12,310 December 31, 2009 |
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1,107,900 |
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1,108,159 |
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Federal Home Loan Bank stock, at cost |
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13,814 |
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14,147 |
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Bank-owned life insurance |
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28,176 |
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28,117 |
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Mortgage servicing rights |
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897 |
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872 |
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Foreclosed assets, net |
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3,079 |
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3,917 |
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Premises and equipment, net |
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49,930 |
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50,440 |
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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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8,287 |
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8,099 |
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Prepaid FDIC assessment |
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8,513 |
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9,134 |
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Other assets |
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24,590 |
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19,847 |
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Total assets |
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$ |
2,477,413 |
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$ |
2,379,504 |
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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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184,356 |
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193,581 |
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Interest bearing demand |
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321,380 |
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268,063 |
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Savings and money market |
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721,172 |
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701,835 |
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Time |
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673,370 |
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633,186 |
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Total deposits |
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1,900,278 |
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1,796,665 |
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Federal Home Loan Bank advances |
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304,174 |
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312,504 |
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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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1,962 |
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1,884 |
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Other liabilities |
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27,458 |
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27,769 |
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Total liabilities |
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2,268,872 |
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2,173,822 |
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Commitments and contingent liabilities |
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Shareholders equity |
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Common stock, $.01 par value; 75,000,000 shares
authorized; 26,208,958 shares issued March 31, 2010
and December 31, 2009 |
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262 |
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262 |
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Additional paid-in capital |
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118,851 |
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118,297 |
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Retained earnings |
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113,356 |
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111,188 |
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Accumulated other comprehensive income |
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3,705 |
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3,802 |
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Unearned Employee Stock Ownership Plan (ESOP) shares;
587,211 shares March 31, 2010; 610,647 shares December 31,
2009 |
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(5,925 |
) |
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(6,159 |
) |
Treasury stock, at cost;
1,279,801 shares March 31, 2010 and December 31, 2009 |
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(21,708 |
) |
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(21,708 |
) |
Total shareholders equity |
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208,541 |
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205,682 |
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Total liabilities and shareholders equity |
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$ |
2,477,413 |
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$ |
2,379,504 |
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See accompanying notes to unaudited consolidated financial statements.
Page 3 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
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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2010 |
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2009 |
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Interest and dividend income |
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Loans, including fees |
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$ |
20,373 |
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$ |
20,738 |
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Taxable securities |
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5,422 |
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6,628 |
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Nontaxable securities |
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296 |
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86 |
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Interest bearing deposits in other financial
institutions |
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148 |
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59 |
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Federal Home Loan Bank stock |
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17 |
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26,256 |
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27,511 |
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Interest expense |
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Deposits |
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7,629 |
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9,145 |
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Federal Home Loan Bank advances |
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3,139 |
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3,776 |
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Federal Reserve Bank advances |
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29 |
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Repurchase agreement |
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201 |
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101 |
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Other borrowings |
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148 |
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11,117 |
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13,051 |
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Net interest income |
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15,139 |
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14,460 |
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Provision for loan losses |
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1,146 |
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1,442 |
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Net interest income after provision for loan losses |
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13,993 |
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13,018 |
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Non-interest income |
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Service charges and fees |
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4,420 |
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4,456 |
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Brokerage fees |
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106 |
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75 |
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Net gain on sale of loans |
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2,655 |
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3,706 |
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Loan servicing fees |
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62 |
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53 |
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Bank-owned life insurance income |
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58 |
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164 |
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Fair value adjustment on mortgage servicing rights |
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90 |
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(211 |
) |
Impairment of collateralized debt obligations |
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(465 |
) |
Loss on sale of foreclosed assets |
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(113 |
) |
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(165 |
) |
Loss on disposition of assets |
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(416 |
) |
Other |
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278 |
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232 |
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7,556 |
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|
7,429 |
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Non-interest expense |
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Salaries and employee benefits |
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11,183 |
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12,095 |
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Advertising |
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277 |
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255 |
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Occupancy and equipment |
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1,489 |
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1,602 |
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Outside professional services |
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489 |
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|
431 |
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Regulatory assessments |
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|
795 |
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|
645 |
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Data processing |
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1,002 |
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1,004 |
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Office operations |
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1,446 |
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1,506 |
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Deposit processing charges |
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178 |
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235 |
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Lending and collection |
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221 |
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|
288 |
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Other |
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479 |
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|
558 |
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17,559 |
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18,619 |
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Income before income tax expense |
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3,990 |
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|
1,828 |
|
Income tax expense |
|
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1,285 |
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|
584 |
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Net income |
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$ |
2,705 |
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$ |
1,244 |
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Earnings per share: |
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Basic |
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$ |
0.11 |
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$ |
0.05 |
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Diluted |
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$ |
0.11 |
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$ |
0.05 |
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|
See accompanying notes to unaudited consolidated financial statements.
Page 4 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollar amounts in thousands)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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|
|
|
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Net income |
|
$ |
2,705 |
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|
$ |
1,244 |
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|
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|
|
|
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Other comprehensive income (loss): |
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|
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Change in unrealized gains (losses) on securities available
for sale |
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(148 |
) |
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549 |
|
Reclassification of amount realized through impairment charges |
|
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|
465 |
|
Tax effect |
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51 |
|
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|
(352 |
) |
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|
|
|
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Other comprehensive income (loss), net of tax |
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|
(97 |
) |
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|
662 |
|
|
|
|
|
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Comprehensive income (loss) |
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$ |
2,608 |
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$ |
1,906 |
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|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements
Page 5 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(Unaudited)
(Dollar amounts in thousands, except per share data)
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Accumulated |
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Additional |
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Other |
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Unearned |
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Total |
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Common |
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Paid-In |
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Retained |
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Comprehensive |
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|
ESOP |
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|
Treasury |
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Shareholders |
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Stock |
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Capital |
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Earnings |
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Income (Loss) |
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Shares |
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Stock |
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Equity |
|
For the three months ended March 31, 2009 |
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|
Balance at January 1, 2009 |
|
$ |
262 |
|
|
$ |
115,963 |
|
|
$ |
108,332 |
|
|
$ |
(1,613 |
) |
|
$ |
(7,097 |
) |
|
$ |
(21,708 |
) |
|
$ |
194,139 |
|
Cumulative effect of change in accounting principle,
initial application of other-than-temporary impairment
guidance, net of tax |
|
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|
|
|
|
|
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|
2,843 |
|
|
|
(2,843 |
) |
|
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|
|
|
|
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|
ESOP shares earned, 23,436 shares |
|
|
|
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|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
235 |
|
|
|
|
|
|
|
319 |
|
Share-based compensation expense |
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|
|
|
|
|
434 |
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
434 |
|
Dividends declared ($0.08 per share) |
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|
|
|
|
|
|
|
|
|
(859 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(859 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,244 |
|
Change in unrealized gains (losses) on securities
available
for sale for which a portion of an other-than-temporary
impairment has been recognized in earnings,
net of reclassifications and taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,596 |
) |
|
|
|
|
|
|
|
|
|
|
(3,596 |
) |
Change in unrealized gains (losses) on securities
available for sale, net of reclassifications and taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,258 |
|
|
|
|
|
|
|
|
|
|
|
4,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2009 |
|
$ |
262 |
|
|
$ |
116,481 |
|
|
$ |
111,560 |
|
|
$ |
(3,794 |
) |
|
$ |
(6,862 |
) |
|
$ |
(21,708 |
) |
|
$ |
195,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2010 |
|
$ |
262 |
|
|
$ |
118,297 |
|
|
$ |
111,188 |
|
|
$ |
3,802 |
|
|
$ |
(6,159 |
) |
|
$ |
(21,708 |
) |
|
$ |
205,682 |
|
ESOP shares earned, 23,436 shares |
|
|
|
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
234 |
|
|
|
|
|
|
|
346 |
|
Share-based compensation expense |
|
|
|
|
|
|
442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
442 |
|
Dividends declared ($0.05 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 |
|
$ |
262 |
|
|
$ |
118,851 |
|
|
$ |
113,356 |
|
|
$ |
3,705 |
|
|
$ |
(5,925 |
) |
|
$ |
(21,708 |
) |
|
$ |
208,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial statements.
Page 6 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,705 |
|
|
$ |
1,244 |
|
Adjustments to reconcile net income to net cash used in
operating activities: |
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
1,146 |
|
|
|
1,442 |
|
Depreciation and amortization |
|
|
900 |
|
|
|
1,027 |
|
Premium amortization and accretion of securities, net |
|
|
763 |
|
|
|
(16 |
) |
Impairment of collateralized debt obligations |
|
|
|
|
|
|
465 |
|
ESOP compensation expense |
|
|
346 |
|
|
|
319 |
|
Share-based compensation expense |
|
|
442 |
|
|
|
434 |
|
Amortization of mortgage servicing rights |
|
|
65 |
|
|
|
86 |
|
Net gain on loans held for sale |
|
|
(2,655 |
) |
|
|
(3,706 |
) |
Loans originated or purchased for sale |
|
|
(1,473,753 |
) |
|
|
(960,535 |
) |
Proceeds from sale of loans held for sale |
|
|
1,459,021 |
|
|
|
903,332 |
|
FHLB stock dividends |
|
|
(17 |
) |
|
|
|
|
Increase in bank-owned life insurance |
|
|
(58 |
) |
|
|
(164 |
) |
Loss on disposition of property and equipment |
|
|
2 |
|
|
|
215 |
|
Net loss on sales of other real estate owned |
|
|
113 |
|
|
|
156 |
|
Valuation adjustment on mortgage servicing rights |
|
|
(90 |
) |
|
|
211 |
|
Net change in deferred loan fees |
|
|
(46 |
) |
|
|
(105 |
) |
Net change in accrued interest receivable |
|
|
(188 |
) |
|
|
214 |
|
Net change in other assets |
|
|
(3,930 |
) |
|
|
731 |
|
Net change in other liabilities |
|
|
(233 |
) |
|
|
(3,777 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(15,467 |
) |
|
|
(58,427 |
) |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
Maturities, prepayments and calls |
|
|
56,556 |
|
|
|
34,214 |
|
Purchases |
|
|
(118,486 |
) |
|
|
|
|
Held-to-maturity securities: |
|
|
|
|
|
|
|
|
Maturities, prepayments and calls |
|
|
12,984 |
|
|
|
7,844 |
|
Purchases |
|
|
(10,440 |
) |
|
|
|
|
Net change in loans |
|
|
(1,558 |
) |
|
|
6,236 |
|
Redemption of FHLB stock |
|
|
347 |
|
|
|
2,769 |
|
Purchases of premises and equipment |
|
|
(392 |
) |
|
|
(4,343 |
) |
Proceeds from sale of fixed assets |
|
|
|
|
|
|
2 |
|
Proceeds on sale of other real estate owned |
|
|
1,305 |
|
|
|
303 |
|
|
|
|
|
|
|
|
Net cash provided by / (used in) investing activities |
|
|
(59,684 |
) |
|
|
47,025 |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Net change in deposits |
|
|
103,613 |
|
|
|
87,113 |
|
Proceeds from Federal Home Loan Bank advances |
|
|
4,000 |
|
|
|
|
|
Repayments on Federal Home Loan Bank advances |
|
|
(12,331 |
) |
|
|
(61,940 |
) |
Payment of dividends |
|
|
(537 |
) |
|
|
(859 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
94,745 |
|
|
|
24,314 |
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
19,594 |
|
|
|
12,912 |
|
Beginning cash and cash equivalents |
|
|
55,470 |
|
|
|
32,513 |
|
|
|
|
|
|
|
|
Ending cash and cash equivalents |
|
$ |
75,064 |
|
|
$ |
45,425 |
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
11,040 |
|
|
$ |
12,695 |
|
Income taxes paid |
|
$ |
|
|
|
$ |
800 |
|
Supplemental noncash disclosures: |
|
|
|
|
|
|
|
|
Transfers from loans to other real estate owned |
|
$ |
717 |
|
|
$ |
609 |
|
See accompanying notes to unaudited consolidated financial statements.
Page 7 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
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 (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 the Companys 2009 Annual Report on 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 Companys 2009 Annual Report on Form 10-K.
The accompanying Unaudited Consolidated Interim Financial Statements include the accounts of
ViewPoint Financial Group, whose business currently 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. (VPBM). All significant intercompany transactions
and balances are eliminated in consolidation. Some items in prior years have been reclassified to
conform to current presentation.
As of March 31, 2010, ViewPoint MHC (the MHC) was the majority (57%) shareholder of the Company.
The MHC is a mutual institution, whose members are the depositors of the Bank. The financial
statements included in this Form 10-Q do not include the transactions and balances of the MHC.
2. 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 unearned 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 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 unearned restricted stock
awards. The dilutive effect of the unexercised stock options and unearned restricted stock awards
is calculated under the treasury stock method utilizing the average market value of the Companys
stock for the period.
Page 8 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
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. The two-class method of earnings per share
calculation is described in Accounting Standards Codification (ASC) 260-10-45-60B. The two-class
method calculation for the three months ended March 31, 2010, and March 31, 2009, had no impact on
the earnings per common share for these periods. A reconciliation of the numerator and denominator
of the basic and diluted earnings per common share computation for the three months ended March 31,
2010, and 2009 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Basic |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,705 |
|
|
$ |
1,244 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
24,929,157 |
|
|
|
24,929,157 |
|
Less: Average unallocated ESOP shares |
|
|
(602,575 |
) |
|
|
(696,319 |
) |
Average unvested restricted stock awards |
|
|
(258,118 |
) |
|
|
(344,161 |
) |
|
|
|
|
|
|
|
Average shares |
|
|
24,068,464 |
|
|
|
23,888,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share |
|
$ |
0.11 |
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
2,705 |
|
|
$ |
1,244 |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding for basic earnings (loss) per common share |
|
|
24,068,464 |
|
|
|
23,888,677 |
|
Add: Dilutive effects of assumed exercises of stock
options |
|
|
|
|
|
|
|
|
Dilutive effects of full vesting of stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares and dilutive potential common shares |
|
|
24,068,464 |
|
|
|
23,888,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share |
|
$ |
0.11 |
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
Stock options for 257,804 and 229,276 shares of common stock outstanding were not considered
in computing diluted earnings per share for the three months ended March 31, 2010 and 2009,
respectively, because the options exercise prices were greater than the average market price of
the common stock and were, therefore, anti-dilutive.
3. Dividends
On January 21, 2010, the Companys Board of Directors declared a quarterly cash dividend of $0.05
per share. The dividend was paid on February 18, 2010, to shareholders of record as of February 4,
2010. ViewPoint MHC, which owns 57% of the common stock of ViewPoint Financial Group, elected to
waive these dividends after filing a notice with and receiving no objection from the Office of
Thrift Supervision.
4. Share-Based Compensation
At its annual meeting held May 22, 2007, the Companys shareholders approved the ViewPoint
Financial Group 2007 Equity Incentive Plan. 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,
1,160,493 options to purchase shares of common stock and 464,198 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 $391 for the three months ended March 31, 2010 and 2009, respectively.
The compensation cost that has been charged against income for the stock option portion of the
Equity Incentive Plan was $51 and $43 for the three months ended March 31, 2010 and 2009,
respectively. The total income tax benefit recognized in the income statement for share-based
compensation was $150 and $148 for the three months ended March 31, 2010 and 2009, respectively.
Page 9 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
A summary of the status of the non-vested shares of the restricted stock portion of the Equity
Incentive Plan at March 31, 2010, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Shares |
|
|
Fair Value |
|
Non-vested at January 1, 2010 |
|
|
260,118 |
|
|
$ |
18.41 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(2,000 |
) |
|
|
16.53 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2010 |
|
|
258,118 |
|
|
$ |
18.42 |
|
|
|
|
|
|
|
|
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, 2010, there was $3,417 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 2.2
years.
A summary of the activity under the stock option portion of the Equity Incentive Plan as of March
31, 2010, 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, 2010 |
|
|
261,704 |
|
|
$ |
17.16 |
|
|
|
8.1 |
|
|
$ |
101 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(3,900 |
) |
|
|
15.54 |
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2010 |
|
|
257,804 |
|
|
$ |
17.18 |
|
|
|
7.8 |
|
|
$ |
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully vested and expected to
vest |
|
|
232,647 |
|
|
$ |
17.33 |
|
|
|
7.8 |
|
|
$ |
86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2010 |
|
|
29,103 |
|
|
$ |
18.36 |
|
|
|
7.2 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2010, there was $461 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 2.5 years. At March 31,
2010, the Company used a forfeiture rate of 11% that is based on historical activity.
The Compensation Committee may grant stock appreciation rights, which give the recipient of the
award the right to receive the excess of the market value of the shares represented by the stock
appreciation rights on the date exercised over the exercise price. As of March 31, 2010, the
Company has not granted any stock appreciation rights.
Page 10 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
5. Loans
Loans consist of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Mortgage loans: |
|
|
|
|
|
|
|
|
One- to four-family |
|
$ |
408,505 |
|
|
$ |
420,934 |
|
Commercial real estate |
|
|
461,207 |
|
|
|
453,604 |
|
One- to four-family construction |
|
|
7,378 |
|
|
|
6,195 |
|
Commercial construction |
|
|
880 |
|
|
|
879 |
|
Home equity |
|
|
113,573 |
|
|
|
117,139 |
|
|
|
|
|
|
|
|
Total mortgage loans |
|
|
991,543 |
|
|
|
998,751 |
|
|
|
|
|
|
|
|
|
|
Automobile indirect loans |
|
|
7,134 |
|
|
|
10,711 |
|
Automobile direct loans |
|
|
52,877 |
|
|
|
57,186 |
|
Government-guaranteed student loans |
|
|
6,215 |
|
|
|
5,818 |
|
Commercial non-mortgage loans |
|
|
43,453 |
|
|
|
27,983 |
|
Consumer lines of credit and unsecured
loans |
|
|
14,499 |
|
|
|
14,781 |
|
Other consumer loans, secured |
|
|
6,222 |
|
|
|
6,399 |
|
|
|
|
|
|
|
|
Total non-mortgage loans |
|
|
130,400 |
|
|
|
122,878 |
|
|
|
|
|
|
|
|
|
|
Gross loans |
|
|
1,121,943 |
|
|
|
1,121,629 |
|
Deferred net loan origination fees |
|
|
(1,114 |
) |
|
|
(1,160 |
) |
Allowance for loan losses |
|
|
(12,929 |
) |
|
|
(12,310 |
) |
|
|
|
|
|
|
|
Net loans |
|
$ |
1,107,900 |
|
|
$ |
1,108,159 |
|
|
|
|
|
|
|
|
Activity in the allowance for loan losses was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Beginning balance |
|
$ |
12,310 |
|
|
$ |
9,068 |
|
Charge-offs: |
|
|
|
|
|
|
|
|
One- to four-family real estate |
|
|
76 |
|
|
|
138 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
Home equity |
|
|
28 |
|
|
|
9 |
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
104 |
|
|
|
147 |
|
Consumer |
|
|
467 |
|
|
|
868 |
|
Commercial non-mortgage |
|
|
44 |
|
|
|
191 |
|
|
|
|
|
|
|
|
Total charge-offs |
|
|
615 |
|
|
|
1,206 |
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
One- to four-family real estate |
|
|
3 |
|
|
|
4 |
|
Commercial real estate |
|
|
|
|
|
|
|
|
Home equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
3 |
|
|
|
4 |
|
Consumer |
|
|
85 |
|
|
|
190 |
|
Commercial non-mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
88 |
|
|
|
194 |
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
527 |
|
|
|
1,012 |
|
Provision for loan losses |
|
|
1,146 |
|
|
|
1,442 |
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
12,929 |
|
|
$ |
9,498 |
|
|
|
|
|
|
|
|
Page 11 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
6. 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) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
March 31, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
33,000 |
|
|
$ |
82 |
|
|
$ |
|
|
|
$ |
33,082 |
|
Agency residential mortgage-backed securities |
|
|
286,677 |
|
|
|
4,162 |
|
|
|
(1,227 |
) |
|
|
289,612 |
|
Agency residential collateralized mortgage
obligations |
|
|
213,987 |
|
|
|
3,432 |
|
|
|
(728 |
) |
|
|
216,691 |
|
SBA pools |
|
|
5,990 |
|
|
|
|
|
|
|
(50 |
) |
|
|
5,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
$ |
539,654 |
|
|
$ |
7,676 |
|
|
$ |
(2,005 |
) |
|
$ |
545,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
December 31, 2009 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
47,994 |
|
|
$ |
|
|
|
$ |
(556 |
) |
|
$ |
47,438 |
|
Agency residential mortgage-backed securities |
|
|
197,437 |
|
|
|
4,377 |
|
|
|
(187 |
) |
|
|
201,627 |
|
Agency residential collateralized mortgage
obligations |
|
|
226,242 |
|
|
|
3,588 |
|
|
|
(1,329 |
) |
|
|
228,501 |
|
SBA pools |
|
|
6,565 |
|
|
|
|
|
|
|
(73 |
) |
|
|
6,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
$ |
478,238 |
|
|
$ |
7,965 |
|
|
$ |
(2,145 |
) |
|
$ |
484,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2010 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
14,993 |
|
|
$ |
162 |
|
|
$ |
|
|
|
$ |
15,155 |
|
Agency residential mortgage-backed securities |
|
|
143,442 |
|
|
|
5,616 |
|
|
|
|
|
|
|
149,058 |
|
Agency residential collateralized mortgage
obligations |
|
|
59,083 |
|
|
|
1,410 |
|
|
|
|
|
|
|
60,493 |
|
Municipal bonds |
|
|
34,413 |
|
|
|
638 |
|
|
|
(143 |
) |
|
|
34,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
$ |
251,931 |
|
|
$ |
7,826 |
|
|
$ |
(143 |
) |
|
$ |
259,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
|
|
December 31, 2009 |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
U.S. government and federal agency |
|
$ |
14,991 |
|
|
$ |
140 |
|
|
$ |
|
|
|
$ |
15,131 |
|
Agency residential mortgage-backed securities |
|
|
154,013 |
|
|
|
4,555 |
|
|
|
(175 |
) |
|
|
158,393 |
|
Agency residential collateralized mortgage
obligations |
|
|
56,414 |
|
|
|
978 |
|
|
|
(2 |
) |
|
|
57,390 |
|
Municipal bonds |
|
|
29,306 |
|
|
|
698 |
|
|
|
(104 |
) |
|
|
29,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities |
|
$ |
254,724 |
|
|
$ |
6,371 |
|
|
$ |
(281 |
) |
|
$ |
260,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 12 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
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 cost, the financial condition and near-term prospects of the issuer(s), 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.
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 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
to sell the debt security or more likely than not will be required to sell the debt security before
its anticipated recovery. The assessment of whether an other-than-temporary decline exists
involves a high degree of subjectivity and judgment and is based on the information available to
management at a point in time. In analyzing an issuers financial condition, the Company will
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.
When other-than-temporary impairment occurs, the amount of the other-than-temporary impairment
recognized in earnings depends on whether the Company intends to sell the security or it is more
likely than not it will be required to sell the security before recovery of its amortized cost
basis, less any current period credit loss. If the Company intends to sell or it is more likely
than not it will be required to sell the security before recovery of its amortized cost basis, less
any current period credit loss, the other-than-temporary impairment shall be recognized in earnings
equal to the entire difference between the investments amortized cost basis and its fair value at
the balance sheet date. If the Company does not intend to sell the security and it is not more
likely than not that the Company will be required to sell the security before recovery of its
amortized cost basis less any current period loss, the other-than-temporary impairment shall be
separated into the amount representing the credit loss and the amount related to all other factors.
The amount of the total other-than-temporary impairment related to the credit loss is determined
based on the present value of cash flows expected to be collected and is recognized in earnings.
The amount of the total other-than-temporary impairment related to other factors is recognized in
other comprehensive income, net of applicable taxes. The previous amortized cost basis less the
other-than-temporary impairment recognized in earnings becomes the new amortized cost basis of the
investment.
During the first quarter of 2009, the Company recognized through operating results a $465 non-cash
impairment charge to write off one of our collateralized debt obligations due to
other-than-temporary impairment, which was credit-related. The securities were sold in late June
2009.
The table below presents a reconciliation of the credit portion of other-than-temporary impairment
charges relating to the collateralized debt obligations.
|
|
|
|
|
|
|
March 31, 2010 |
|
Beginning balance, January 1, 2010 |
|
$ |
|
|
Additional credit losses not recorded previously |
|
|
|
|
|
|
|
|
Ending balance, March 31, 2010 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
Beginning balance, January 1, 2009 |
|
$ |
9,408 |
(1) |
Additional credit losses not recorded previously |
|
|
465 |
|
|
|
|
|
Ending balance, March 31, 2009 |
|
$ |
9,873 |
|
|
|
|
|
|
|
|
(1) |
|
Reduced by $4.4 million fue to adoption of new accounting guidance for
other-than-temporary impairment as discussed above |
Page 13 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
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, 2010, 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 in one year or less |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Due from one to five years |
|
|
16,610 |
|
|
|
16,856 |
|
|
|
|
|
Due from five to ten years |
|
|
8,621 |
|
|
|
8,950 |
|
|
|
34,017 |
|
Due after ten years |
|
|
24,175 |
|
|
|
24,257 |
|
|
|
5,005 |
|
|
|
|
|
|
|
|
|
|
|
Securities due at a single maturity date |
|
|
49,406 |
|
|
|
50,063 |
|
|
|
39,022 |
|
Agency residential mortgage-backed securities |
|
|
143,442 |
|
|
|
149,058 |
|
|
|
289,612 |
|
Agency residential collateralized mortgage
obligations |
|
|
59,083 |
|
|
|
60,493 |
|
|
|
216,691 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
251,931 |
|
|
$ |
259,614 |
|
|
$ |
545,325 |
|
|
|
|
|
|
|
|
|
|
|
Page 14 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Securities with unrealized losses at March 31, 2010, aggregated by investment category and
length of time that individual securities have been in a continuous unrealized loss position, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HTM |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
Description of Securities |
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
March 31, 2010 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA pools |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Municipal bonds |
|
|
8,503 |
|
|
|
(143 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,503 |
|
|
|
(143 |
) |
|
|
21 |
|
Agency residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency residential collateralized mortgage
obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
418 |
|
|
|
|
|
|
|
2 |
|
|
|
418 |
|
|
|
|
|
|
|
2 |
|
U.S. Government and federal agency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
8,503 |
|
|
$ |
(143 |
) |
|
|
21 |
|
|
$ |
418 |
|
|
$ |
|
|
|
|
2 |
|
|
$ |
8,921 |
|
|
$ |
(143 |
) |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
Description of Securities |
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
March 31, 2010 |
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
Fair Value |
|
|
Loss |
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA pools |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
5,940 |
|
|
$ |
(50 |
) |
|
|
2 |
|
|
$ |
5,940 |
|
|
$ |
(50 |
) |
|
|
2 |
|
Municipal bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency residential mortgage-backed securities |
|
|
115,750 |
|
|
|
(1,227 |
) |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,750 |
|
|
|
(1,227 |
) |
|
|
20 |
|
Agency residential collateralized mortgage
obligations |
|
|
10,904 |
|
|
|
(276 |
) |
|
|
3 |
|
|
|
63,343 |
|
|
|
(452 |
) |
|
|
17 |
|
|
|
74,247 |
|
|
|
(728 |
) |
|
|
20 |
|
U.S. Government and federal agency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
126,654 |
|
|
$ |
(1,503 |
) |
|
|
23 |
|
|
$ |
69,283 |
|
|
$ |
(502 |
) |
|
|
19 |
|
|
$ |
195,937 |
|
|
$ |
(2,005 |
) |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 15 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HTM |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
Description of Securities |
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
December 31, 2009 |
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA pools |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Municipal bonds |
|
|
4,333 |
|
|
|
(104 |
) |
|
|
|
|
|
|
|
|
|
$ |
4,333 |
|
|
$ |
(104 |
) |
Agency residential mortgage-backed securities |
|
|
30,231 |
|
|
|
(175 |
) |
|
|
|
|
|
|
|
|
|
$ |
30,231 |
|
|
$ |
(175 |
) |
Agency residential collateralized mortgage
obligations |
|
|
4 |
|
|
|
|
|
|
|
687 |
|
|
|
(2 |
) |
|
$ |
691 |
|
|
$ |
(2 |
) |
U.S. Government and federal agency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
34,568 |
|
|
$ |
(279 |
) |
|
$ |
687 |
|
|
$ |
(2 |
) |
|
$ |
35,255 |
|
|
$ |
(281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AFS |
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
Description of Securities |
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
December 31, 2009 |
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA pools |
|
$ |
|
|
|
$ |
|
|
|
$ |
6,492 |
|
|
$ |
(73 |
) |
|
$ |
6,492 |
|
|
$ |
(73 |
) |
Municipal bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
Agency residential mortgage-backed securities |
|
|
40,651 |
|
|
|
(187 |
) |
|
|
|
|
|
|
|
|
|
$ |
40,651 |
|
|
$ |
(187 |
) |
Agency residential collateralized mortgage
obligations |
|
|
3,793 |
|
|
|
(32 |
) |
|
|
89,956 |
|
|
|
(1,297 |
) |
|
$ |
93,749 |
|
|
$ |
(1,329 |
) |
U.S. Government and federal agency |
|
|
47,438 |
|
|
|
(556 |
) |
|
|
|
|
|
|
|
|
|
$ |
47,438 |
|
|
$ |
(556 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired |
|
$ |
91,882 |
|
|
$ |
(775 |
) |
|
$ |
96,448 |
|
|
$ |
(1,370 |
) |
|
$ |
188,330 |
|
|
$ |
(2,145 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 16 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
The Companys SBA pools are guaranteed as to principal and interest by the U.S. government.
The agency residential mortgage-backed securities and agency collateralized mortgage obligations
were issued and are backed by the Government National Mortgage Association (GNMA), a U.S.
government agency, or by FNMA or the FHLMC, both U.S. government sponsored agencies. They carry
the explicit or implicit guarantee of the U.S. government. The Company does not own any non-agency
mortgage-backed securities or collateralized mortgage obligations.
The Company conducts regular reviews of the municipal bond agency ratings of securities. 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, including reviews of official statements and other available municipal
reports. The Companys municipal bonds, which include both the ratings of the underlying issuers
and the ratings with credit support, are all rated at least A by Standard and Poors or A3 by
Moodys.
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).
Page 17 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
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, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
March 31, 2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and federal agency |
|
$ |
33,082 |
|
|
$ |
|
|
|
$ |
33,082 |
|
|
$ |
|
|
Agency residential mortgage-backed securities |
|
|
289,612 |
|
|
|
|
|
|
|
289,612 |
|
|
|
|
|
Agency residential collateralized mortgage
obligations |
|
|
216,691 |
|
|
|
|
|
|
|
216,691 |
|
|
|
|
|
SBA pools |
|
|
5,940 |
|
|
|
|
|
|
|
5,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
545,325 |
|
|
$ |
|
|
|
$ |
545,325 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
December 31, 2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and federal agency |
|
$ |
47,438 |
|
|
$ |
|
|
|
$ |
47,438 |
|
|
$ |
|
|
Agency residential mortgage-backed securities |
|
|
201,627 |
|
|
|
|
|
|
|
201,627 |
|
|
|
|
|
Agency residential collateralized mortgage
obligations |
|
|
228,501 |
|
|
|
|
|
|
|
228,501 |
|
|
|
|
|
SBA pools |
|
|
6,492 |
|
|
|
|
|
|
|
6,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
484,058 |
|
|
$ |
|
|
|
$ |
484,058 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below presents a reconciliation and income statement classification of gains and
losses for all assets measured at fair value on a recurring basis using significant unobservable
inputs (Level 3) for the three months ended March 31, 2009, and 2010:
|
|
|
|
|
|
|
Securities |
|
|
|
available |
|
|
|
for sale |
|
Beginning balance, January 1, 2010 |
|
$ |
|
|
Total gains or losses (realized /unrealized) |
|
|
|
|
Included in earnings |
|
|
|
|
Included in other comprehensive income |
|
|
|
|
|
|
|
|
Ending balance, March 31, 2010 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Beginning balance, January 1, 2009 |
|
$ |
7,940 |
|
Adjustment due to adoption of ASC 320-10-65, non-credit
portion of impairment previously recorded |
|
|
4,351 |
|
Total gains or losses (realized /unrealized) |
|
|
|
|
Included in earnings |
|
|
|
|
Interest income on securities |
|
|
135 |
|
Impairment of collateralized debt obligations (all credit) |
|
|
(465 |
) |
Included in other comprehensive income |
|
|
(9,855 |
) |
|
|
|
|
Ending balance, March 31, 2009 |
|
$ |
2,106 |
|
|
|
|
|
Page 18 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
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, 2010, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
March 31, 2010 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
2,924 |
|
|
$ |
|
|
|
$ |
2,924 |
|
|
$ |
|
|
Mortgage servicing
rights |
|
|
897 |
|
|
|
|
|
|
|
897 |
|
|
|
|
|
Other real estate owned |
|
|
3,073 |
|
|
|
|
|
|
|
3,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2009, Using |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
December 31, 2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans |
|
$ |
3,614 |
|
|
$ |
|
|
|
$ |
3,614 |
|
|
$ |
|
|
Mortgage servicing
rights |
|
|
872 |
|
|
|
|
|
|
|
872 |
|
|
|
|
|
Other real estate owned |
|
|
3,917 |
|
|
|
|
|
|
|
3,917 |
|
|
|
|
|
Impaired loans, which primarily consist of one- to four-family residential, home equity,
commercial real estate 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) for collateral dependent loans. Impaired loans with allocated allowance for loan
losses at March 31, 2010, had a carrying amount of $2,924, which is made up of the outstanding
balance of $3,667, net of a valuation allowance of $743. This resulted in an additional provision
for loan losses of $561 that is included in the amount reported on the income statement. Impaired
loans with allocated allowance for loan losses at December 31, 2009, had a carrying amount of
$3,614, which is made up of the outstanding balance of $4,352, net of a valuation allowance of
$738. This resulted in an additional provision for loan losses of $667.
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 $3,073, which is made up of the outstanding balance of $3,167, net of a
valuation allowance of $94 at March 31, 2010, resulting in net write-downs of $68 for the three
months ended March 31, 2010. Other real estate owned had a net book value of $3,917, which is made
up of the outstanding balance of $3,954, net of a valuation allowance of $37 at December 31, 2009,
resulting in net write-downs of $188 for the year ended December 31, 2009.
Page 19 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Activity for other real estate owned for the three months ended March 31, 2010, and the related
valuation allowance follows:
|
|
|
|
|
Other real estate owned: |
|
|
|
|
Balance at January 1, 2010 |
|
$ |
3,917 |
|
Transfers in at fair value |
|
|
641 |
|
Change in valuation allowance |
|
|
(57 |
) |
Sale of property (gross) |
|
|
(1,428 |
) |
|
|
|
|
Balance at March 31, 2010 |
|
$ |
3,073 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance: |
|
|
|
|
Balance at January 1, 2010 |
|
$ |
37 |
|
Sale of property |
|
|
(11 |
) |
Valuation adjustment |
|
|
68 |
|
|
|
|
|
Balance at March 31, 2010 |
|
$ |
94 |
|
|
|
|
|
Mortgage servicing rights, which are carried at amortized cost, were carried at an amortized
cost of $897 at March 31, 2010, which is made up of the outstanding balance of $998, net of a
valuation allowance of $101 at March 31, 2010. Mortgage servicing rights were carried at an
amortized cost of $872 at December 31, 2009, which is made up of the outstanding balance of $1,063,
net of a valuation allowance of $191 at December 31, 2009.
Activity for capitalized mortgage servicing rights for the three months ended March 31, 2010, and
the related valuation allowance follows:
|
|
|
|
|
Mortgage servicing rights: |
|
|
|
|
Balance at January 1, 2010 |
|
$ |
872 |
|
Amortized to expense |
|
|
(65 |
) |
Change in valuation allowance |
|
|
90 |
|
|
|
|
|
Balance at March 31, 2010 |
|
$ |
897 |
|
|
|
|
|
|
|
|
|
|
Valuation allowance: |
|
|
|
|
Balance at January 1, 2010 |
|
$ |
191 |
|
Additions expensed |
|
|
|
|
Valuation adjustment |
|
|
(90 |
) |
|
|
|
|
Balance at March 31, 2010 |
|
$ |
101 |
|
|
|
|
|
Page 20 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
Carrying amount and estimated fair values of financial instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Amount |
|
|
Fair Value |
|
|
Amount |
|
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
75,064 |
|
|
$ |
75,064 |
|
|
$ |
55,470 |
|
|
$ |
55,470 |
|
Securities available for sale |
|
|
545,325 |
|
|
|
545,325 |
|
|
|
484,058 |
|
|
|
484,058 |
|
Securities held to maturity |
|
|
251,931 |
|
|
|
259,614 |
|
|
|
254,724 |
|
|
|
260,814 |
|
Loans held for sale |
|
|
358,818 |
|
|
|
360,081 |
|
|
|
341,431 |
|
|
|
342,663 |
|
Loans, net |
|
|
1,107,900 |
|
|
|
1,103,915 |
|
|
|
1,108,159 |
|
|
|
1,105,979 |
|
Federal Home Loan Bank stock |
|
|
13,814 |
|
|
|
N/A |
|
|
|
14,147 |
|
|
|
N/A |
|
Bank-owned life insurance |
|
|
28,176 |
|
|
|
28,176 |
|
|
|
28,117 |
|
|
|
28,117 |
|
Accrued interest receivable |
|
|
8,287 |
|
|
|
8,287 |
|
|
|
8,099 |
|
|
|
8,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
(1,900,278 |
) |
|
$ |
(1,885,403 |
) |
|
$ |
(1,796,665 |
) |
|
$ |
(1,771,080 |
) |
Federal Home Loan Bank advances |
|
|
(304,174 |
) |
|
|
(316,096 |
) |
|
|
(312,504 |
) |
|
|
(319,052 |
) |
Repurchase agreement |
|
|
(25,000 |
) |
|
|
(26,726 |
) |
|
|
(25,000 |
) |
|
|
(25,277 |
) |
Other borrowings |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
|
|
(10,000 |
) |
Accrued interest payable |
|
|
(1,962 |
) |
|
|
(1,962 |
) |
|
|
(1,884 |
) |
|
|
(1,884 |
) |
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 based on discounted cash flows using the FHLB
advance curve to the estimated life. 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 rates and
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
cost that would be charged to enter into or terminate such arrangements and are not considered
significant to this presentation.
Page 21 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
8. Income Taxes
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Current expense (benefit) |
|
$ |
1,232 |
|
|
$ |
(598 |
) |
Deferred expense |
|
|
53 |
|
|
|
1,182 |
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
1,285 |
|
|
$ |
584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Tax Rate |
|
|
32.21 |
% |
|
|
31.95 |
% |
|
|
|
|
|
|
|
The net deferred tax assets totaled $5.1 million at March 31, 2010 and December 31, 2009. No
valuation allowance was provided on deferred tax assets as of March 31, 2010 or December 31, 2009,
as the Company expects to realize the future tax benefits.
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 $25.0 million to leverage the balance sheet and
reduce 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, 2010. The securities sold
under agreements to repurchase had an average balance of $32.0 million and an average interest rate
of 1.66% during the three months ended March 31, 2010. The maximum month-end balance during the
three months ended March 31, 2010 was $32.2 million. At maturity, the securities underlying the
agreement are returned to the Company. The fair value of these securities sold under agreements to
repurchase was $31.6 million at March 31, 2010. The Company retains the right to substitute
securities under the terms of the agreements.
Page 22 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
10. Segment Information
The reportable segments are determined by the products and services offered, primarily
distinguished between banking and VPBM, our mortgage banking subsidiary. Loans, investments and
deposits generate the revenues in the banking segment; secondary marketing sales generate the
revenue in the VPBM segment. Segment performance is evaluated using segment profit (loss).
Information reported internally for performance assessment for the three months ended March 31,
2010 and 2009 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
Segments |
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
(Consolidated |
|
|
|
Banking |
|
|
VPBM |
|
|
Adjustments1 |
|
|
Total) |
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
25,770 |
|
|
$ |
413 |
|
|
$ |
73 |
|
|
$ |
26,256 |
|
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 |
|
|
|
63 |
|
|
|
321 |
|
|
|
13,993 |
|
Other revenue |
|
|
4,917 |
|
|
|
(1 |
) |
|
|
(15 |
) |
|
|
4,901 |
|
Net gain (loss) on sale of loans |
|
|
(156 |
) |
|
|
2,811 |
|
|
|
|
|
|
|
2,655 |
|
Total non-interest expense |
|
|
13,997 |
|
|
|
3,450 |
|
|
|
112 |
|
|
|
17,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) 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 loans |
|
|
(156 |
) |
|
|
2,811 |
|
|
|
|
|
|
|
2,655 |
|
Depreciation |
|
|
833 |
|
|
|
67 |
|
|
|
|
|
|
|
900 |
|
Provision for loan losses |
|
|
1,105 |
|
|
|
41 |
|
|
|
|
|
|
|
1,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Eliminations |
|
|
Segments |
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
(Consolidated |
|
|
|
Banking |
|
|
VPBM |
|
|
Adjustments1 |
|
|
Total) |
|
Results of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
$ |
27,634 |
|
|
$ |
506 |
|
|
$ |
(629 |
) |
|
$ |
27,511 |
|
Total interest expense |
|
|
13,149 |
|
|
|
369 |
|
|
|
(467 |
) |
|
|
13,051 |
|
Provision for loan losses |
|
|
1,442 |
|
|
|
|
|
|
|
|
|
|
|
1,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan
losses |
|
|
13,043 |
|
|
|
137 |
|
|
|
(162 |
) |
|
|
13,018 |
|
Other revenue |
|
|
4,215 |
|
|
|
|
|
|
|
(27 |
) |
|
|
4,188 |
|
Net gain on sale of loans |
|
|
|
|
|
|
4,245 |
|
|
|
(539 |
) |
|
|
3,706 |
|
Impairment of collateralized debt obligations |
|
|
(465 |
) |
|
|
|
|
|
|
|
|
|
|
(465 |
) |
Total non-interest expense |
|
|
15,143 |
|
|
|
3,976 |
|
|
|
(500 |
) |
|
|
18,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
1,650 |
|
|
|
406 |
|
|
|
(228 |
) |
|
|
1,828 |
|
Income tax expense |
|
|
427 |
|
|
|
146 |
|
|
|
11 |
|
|
|
584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,223 |
|
|
$ |
260 |
|
|
$ |
(239 |
) |
|
$ |
1,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
2,238,015 |
|
|
$ |
53,593 |
|
|
$ |
(54,988 |
) |
|
$ |
2,236,620 |
|
Noncash items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of loans |
|
|
|
|
|
|
4,245 |
|
|
|
(539 |
) |
|
|
3,706 |
|
Depreciation |
|
|
947 |
|
|
|
60 |
|
|
|
|
|
|
|
1,007 |
|
Provision for loan losses |
|
|
1,442 |
|
|
|
|
|
|
|
|
|
|
|
1,442 |
|
|
|
|
1 |
|
Includes eliminating entries for intercompany transactions and stand-alone expenses of ViewPoint Financial Group. |
Page 23 of 52
VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY
CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
11. Recent Accounting Developments
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-02, Consolidation
(Topic 810) Accounting and Reporting for Decreases in Ownership of a Subsidiary A Scope
Clarification. This ASU provides amendments to Subtopic 810-10 and related guidance within U.S.
GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related
guidance applied to the following: a subsidiary or group of assets that is a business or nonprofit
activity; a subsidiary that is a business or nonprofit activity that is transferred to an equity
method investee or joint venture; and an exchange of a group of assets that constitutes a business
or nonprofit activity for a noncontrolling interest in an entity (including an equity method
investee or joint venture.) The amendments in this ASU also clarify that the decrease in ownership
guidance in Subtopic 810-10 does not apply to sales of in substance real estate or conveyances of
oil and gas mineral rights, even if they involve businesses. Also, the amendments in this ASU
expand the disclosures about the deconsolidation of a subsidiary or derecognition of a group of
assets within the scope of Subtopic 810-10. The amendments in this ASU are effective beginning in
the period that an entity adopts the provisions of Subtopic 810-10. If an entity has previously
adopted Subtopic 810-10 as of the date the amendments in this ASU are included in the ASC, the
amendments in this ASU are effective beginning in the first interim or annual reporting period
ending on or after December 15, 2009. The adoption of this ASU did not have a significant impact
to the Companys financial statements.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic
820) Improving Disclosures about Fair Value Measurements. This ASU provides amendments to
Subtopic 820-10 that require new disclosures as follows: a reporting entity should disclose
separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers, and in the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting entity should present
separately information about purchases, sales, issuances and settlements (that is, on a gross basis
rather than as one net number.) This ASU provides amendments to Subtopic 820-10 that clarify
existing disclosures regarding the level of disaggregation, input and valuation techniques. The
new disclosures and clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the disclosures about purchases,
sales, issuances and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning after December 15, 2009,
and for interim periods within those fiscal years. The adoption of this ASU did not have a
significant impact to the Companys financial statements.
In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) Amendments to
Certain Recognition and Disclosure Requirements. This ASU amends Subtopic 855-10 to state that an
entity that is an SEC filer is not required to disclose the date through which subsequent events
have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the
SECs requirements. The amendments in this ASU were effective upon issuance. The adoption of this
ASU did not have a significant impact to the Companys financial statements.
Page 24 of 52
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 is a federally chartered stock holding company and is subject to regulation by the
Office of Thrift Supervision (OTS). The Company was organized on September 29, 2006, as part of
ViewPoint Banks reorganization into the mutual holding company form of organization. As part of
the reorganization, ViewPoint Bank (i) converted to a stock savings bank as the successor to the
Bank in its mutual form (which was originally chartered as a credit union in 1952); (ii) organized
ViewPoint Financial Group, which owns 100% of the common stock of ViewPoint Bank; and (iii)
organized ViewPoint MHC, which currently owns 57% of the common stock of ViewPoint Financial Group.
ViewPoint MHC has no other activities or operations other than its ownership of ViewPoint
Financial Group. ViewPoint Bank succeeded to the business and operations of the Bank in its mutual
form and ViewPoint Financial Group sold a minority interest in its common stock in a public stock
offering. ViewPoint Financial Group has no significant assets or liabilities other than all of the
outstanding shares of common stock of ViewPoint Bank, its loan to the ViewPoint Bank Employee Stock
Ownership Plan, liquid assets and certain borrowings.
On January 21, 2010, the boards of the Company, ViewPoint Bank and ViewPoint MHC adopted a plan to
reorganize into a full stock company and undertake a second step offering of new shares of common
stock. The reorganization and offering, which is subject to regulatory, shareholder and depositor
approval, is expected to be completed during the summer of 2010. As part of the reorganization,
ViewPoint Bank will become a wholly owned subsidiary of a newly formed stock corporation, ViewPoint
Financial Group, Inc. Shares of common stock of the Company, other than those held by ViewPoint
MHC, will be converted into shares of common stock of ViewPoint Financial Group, Inc. using an
exchange ratio designed to preserve current percentage ownership interests. Shares owned by
ViewPoint MHC will be retired, and new shares representing that ownership will be offered and sold
to the Banks eligible depositors, the Banks tax-qualified employee benefit plans and members of
the general public as set forth in the Plan of Conversion and Reorganization of ViewPoint MHC.
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 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 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.
Page 25 of 52
Our operating revenues are derived principally from earnings on interest earning assets, service
charges and fees, 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.
At March 31, 2010, the Company operated 23 community bank offices in the Dallas/Fort Worth
Metroplex and 15 loan production offices. In 2009, we opened three new full-service community bank
offices in Grapevine, Frisco and Wylie. On January 2, 2009, the Company announced plans to expand
its community banking network by opening more free-standing, full-service community bank offices
and transitioning away from limited grocery store banking centers. As a result, the Company closed
ten in-store banking centers located in Carrollton, Dallas, Garland, Plano, McKinney, Frisco and
Wylie in 2009. These cities continue to be served by full-service ViewPoint Bank offices. Two
additional loan production offices are scheduled to open in the second quarter of 2010.
First Quarter Highlights
|
|
|
Quarterly EPS more than doubled from this time last year: Basic and diluted earnings
per share of $0.11, up $0.06 from the same period last year. |
|
|
|
Quarterly net income increased by 117.4%: Net income for the quarter ended March 31,
2010 was $2.7 million, an increase of $1.5 million from the quarter ended March 31, 2009. |
|
|
|
Non-performing loans declined: Non-performing loans improved by $678,000 to 1.07% of
Gross Loans, compared to 1.13% at December 31, 2009. |
|
|
|
Continued loan growth: Purchase Program and commercial non-mortgage loans helped gross
loans (including loans held for sale) increase by $17.7 million, or 1.2%, from December
31, 2009. |
|
|
|
Deposit growth of $103.6 million: Deposits increased, primarily in checking, by $103.6
million, or 5.8%, from December 31, 2009. |
|
|
|
Continued capital strength: The Companys equity to total assets ratio was 8.42 %, and
the Banks tier one capital ratio was 7.81%, exceeding the regulatory minimum of 5.00% for
a well-capitalized institution. |
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.
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 and external auditor periodically review our
allowance for loan losses. These entities 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.
Page 26 of 52
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 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 cost to acquire and sell, is used
to determine the amount of impairment. 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.
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 cost, the financial condition and near-term
prospects of the issuer(s), 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.
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 the 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.
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 five years, we have successfully transitioned our lending activities from a
predominantly consumer-driven model to a more diversified consumer and business lender by
emphasizing three key lending initiatives: our 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 will seek to diversify 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 frequently 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 historical 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.
Page 27 of 52
|
|
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.
Our Absolute Checking account product, which offers a higher rate of interest when required
electronic transaction amounts 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 through growth of our branch network.
We may also consider the acquisition of other financial institutions or branches of other
banks in or contiguous to our market area, although currently no specific transactions are
planned.
As a community bank, we strive to make banking feel more like a partnership with our customers than
simply providing an account or loan. We offer the wide variety of resources that customers
typically expect from a large bank while giving the personal attention found at a community bank.
We support the communities we serve by donating thousands of volunteer hours to a multitude of
worthy causes; in fact, our community reinvestment activities received the highest rating of
Outstanding from the OTS.
Comparison of Financial Condition at March 31, 2010, and December 31, 2009
General. Total assets increased by $97.9 million, or 4.1%, to $2.48 billion at March 31, 2010,
from $2.38 billion at December 31, 2009. The rise in total assets was primarily due to a $61.3
million, or 12.7%, increase in securities available for sale, $19.6 million in cash and cash
equivalents, and a $17.7 million
increase in gross loans (including an increase in loans held for sale of $17.4 million.) Asset
growth was funded by an increase in deposits of $103.6 million, or 5.8%.
Page 28 of 52
Loans. Gross loans (including $358.8 million in mortgage loans held for sale) increased by $17.7
million, or 1.2%, from $1.46 billion at December 31, 2009 to $1.48 billion at March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
$ |
408,505 |
|
|
$ |
420,934 |
|
|
$ |
(12,429 |
) |
|
|
(3.0 |
%) |
Commercial |
|
|
461,207 |
|
|
|
453,604 |
|
|
|
7,603 |
|
|
|
1.7 |
|
Home equity |
|
|
113,573 |
|
|
|
117,139 |
|
|
|
(3,566 |
) |
|
|
(3.0 |
) |
Construction |
|
|
8,258 |
|
|
|
7,074 |
|
|
|
1,184 |
|
|
|
16.7 |
|
Loans held for sale |
|
|
358,818 |
|
|
|
341,431 |
|
|
|
17,387 |
|
|
|
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
1,350,361 |
|
|
|
1,340,182 |
|
|
|
10,179 |
|
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
7,134 |
|
|
|
10,711 |
|
|
|
(3,577 |
) |
|
|
(33.4 |
) |
Automobile direct |
|
|
52,877 |
|
|
|
57,186 |
|
|
|
(4,309 |
) |
|
|
(7.5 |
) |
Other secured |
|
|
12,437 |
|
|
|
12,217 |
|
|
|
220 |
|
|
|
1.8 |
|
Lines of credit/unsecured |
|
|
14,499 |
|
|
|
14,781 |
|
|
|
(282 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
86,947 |
|
|
|
94,895 |
|
|
|
(7,948 |
) |
|
|
(8.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
43,453 |
|
|
|
27,983 |
|
|
|
15,470 |
|
|
|
55.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
1,480,761 |
|
|
$ |
1,463,060 |
|
|
$ |
17,701 |
|
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale increased $17.4 million, or 5.1% from December 31, 2009, and consisted
of $331.1 million of Purchase Program loans purchased for sale under our standard loan
participation agreement and $27.7 million of loans originated for sale by our mortgage banking
subsidiary, VPBM. Our Purchase Program enables our mortgage banking company customers to close
conforming 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
Purchase Program had 22 clients with approved maximum borrowing amounts ranging from $15.0 million
to $30.0 million at March 31, 2010. During the first quarter of 2010, the average outstanding
balance per client was $11.2 million. The Purchase Program generated $566 thousand in fee income
for the quarter ended March 31, 2010, and also produced interest income of $3.0 million, which was
an increase of $1.4 million from the quarter ended March 31, 2009. VPBM originated $96.1 million
in one-to-four family mortgage loans in the three months ended March 31, 2010, and sold $88.2
million to investors, generating a net gain on sale of loans of $2.7 million. Also, $7.0 million in
VPBM originated loans were retained in our portfolio. One- to four- family mortgage loans held in
portfolio declined by $12.4 million, or 3.0%, from December 31, 2009. Since we added fewer loans
to our portfolio, paydowns exceeded new loans added to the portfolio. For asset/liability and
interest rate risk management, the Company follows guidelines set forth by the Companys
Asset/Liability Management Committee to determine whether to keep loans in portfolio or sell with a
servicing release premium. The Company evaluates price, yield and duration, and credit when
determining the amount of loans sold or retained.
Our commercial non-mortgage loans increased $15.5 million, or 55.3%, from December 31, 2009 to
March 31, 2010. $12.0 million of the growth this quarter is attributed to two loans made to
purchasers of discounted, performing, commercial real estate notes, with the notes, deeds of trust
and other loan-related documents serving as collateral for our loan. In both cases, the structure
of the loan required the borrowers to have a significant new cash equity position in the discounted
notes which resulted in a loan to discounted purchase price percentage of between 57% and 64% and a
loan to value ratio of between 35% and 37% of the current appraised as-is value of the underlying
real estate securing the notes.
Commercial real estate, which increased by $7.6 million, or 1.7%, from December 31, 2009, consists
almost exclusively of loans secured by existing, multi-tenanted commercial buildings with positive
cash flows. 89% of our commercial real estate properties are located in Texas, a market that has
outperformed many areas of the country.
Page 29 of 52
Consumer loans, including direct and indirect automobile, other secured installment loans, and
unsecured lines of credit, decreased by $7.9 million, or 8.37%, from December 31, 2009. We have
continued to reduce our emphasis on consumer lending and are focused on originating residential 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.
At March 31, 2010, the majority of our loan portfolio, or 67.5%, excluding loans held for sale,
were fixed rate loans.
ViewPoint Bankers Mortgage. At March 31, 2010, VPBM had total assets of $39.5 million, which
primarily consisted of $27.7 million in one- to four- family mortgage loans held for sale. VPBM
operated at a net loss for the three months ended March 31, 2010 of $383,000 compared to net income
of $260,000 for the three months ended March 31, 2009, as production declined from $191.7 million
in the first quarter 2009 to $96.4 million in the first quarter 2010. Refinance originations were
down 68% compared to the same time period in 2009. VPBM operates 14 loan production offices in
Texas and has 130 employees.
Allowance for Loan Losses. The allowance for loan losses is maintained to cover losses that can be
estimated on the date of the evaluation in accordance with U.S. generally accepted accounting
principles. It is our estimate of credit losses in our loan portfolio. Our methodology for
analyzing the allowance for loan losses consists of specific and general components.
For the general component, we stratify the loan portfolio into homogeneous groups of loans that
possess similar loss potential characteristics and apply an appropriate 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 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 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 Committee adjusts qualitative factors to
account for the potential impact of external economic factors, including the unemployment rate and
housing price and inventory levels specific to our market area.
For the specific component, the allowance for loan losses on individually analyzed 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 and the loan amount due.
We are focused on maintaining our asset quality by applying strong underwriting guidelines to all
loans we originate. Substantially all of our residential real estate loans are full-documentation,
standard A type products. We do not offer any sub-prime loan products.
Page 30 of 52
Delinquent Loans. The following table sets forth our loan delinquencies at March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Delinquent For: |
|
|
|
|
|
|
60-89 Days |
|
|
90 Days and Over |
|
|
Total Loans Delinquent 60 Days or More |
|
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
|
|
|
|
|
Percent of |
|
|
|
|
|
|
|
|
|
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
Loan |
|
|
|
|
|
|
|
|
|
|
Loan |
|
|
|
Number |
|
|
Amount |
|
|
Category |
|
|
Number |
|
|
Amount |
|
|
Category |
|
|
Number |
|
|
Amount |
|
|
Category |
|
|
|
(Dollars in thousands) |
|
Real estate loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family |
|
|
7 |
|
|
$ |
673 |
|
|
|
0.16 |
% |
|
|
19 |
|
|
$ |
4,672 |
|
|
|
1.14 |
% |
|
|
26 |
|
|
$ |
5,345 |
|
|
|
1.31 |
% |
Commercial |
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
1 |
|
|
|
901 |
|
|
|
|
% |
|
|
1 |
|
|
|
901 |
|
|
|
0.20 |
% |
Home equity |
|
|
1 |
|
|
|
15 |
|
|
|
|
% |
|
|
4 |
|
|
|
246 |
|
|
|
|
% |
|
|
5 |
|
|
|
261 |
|
|
|
0.23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
8 |
|
|
|
688 |
|
|
|
0.07 |
% |
|
|
24 |
|
|
|
5,819 |
|
|
|
0.59 |
% |
|
|
32 |
|
|
|
6,507 |
|
|
|
0.66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile indirect |
|
|
7 |
|
|
|
26 |
|
|
|
0.36 |
% |
|
|
14 |
|
|
|
101 |
|
|
|
1.42 |
% |
|
|
21 |
|
|
|
127 |
|
|
|
1.78 |
% |
Automobile direct |
|
|
4 |
|
|
|
30 |
|
|
|
0.06 |
% |
|
|
10 |
|
|
|
52 |
|
|
|
0.10 |
% |
|
|
14 |
|
|
|
82 |
|
|
|
0.16 |
% |
Other secured |
|
|
|
|
|
|
|
|
|
|
0.00 |
% |
|
|
1 |
|
|
|
3 |
|
|
|
0.02 |
% |
|
|
1 |
|
|
|
3 |
|
|
|
0.02 |
% |
Lines of credit/unsecured |
|
|
6 |
|
|
|
19 |
|
|
|
0.13 |
% |
|
|
12 |
|
|
|
57 |
|
|
|
0.39 |
% |
|
|
18 |
|
|
|
76 |
|
|
|
0.52 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
17 |
|
|
|
75 |
|
|
|
0.09 |
% |
|
|
37 |
|
|
|
213 |
|
|
|
0.24 |
% |
|
|
54 |
|
|
|
288 |
|
|
|
0.32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial non-mortgage |
|
|
3 |
|
|
|
107 |
|
|
|
0.25 |
% |
|
|
3 |
|
|
|
297 |
|
|
|
0.68 |
% |
|
|
6 |
|
|
|
404 |
|
|
|
0.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
28 |
|
|
$ |
870 |
|
|
|
0.08 |
% |
|
|
64 |
|
|
$ |
6,329 |
|
|
|
0.56 |
% |
|
|
92 |
|
|
$ |
7,199 |
|
|
|
0.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans as defined in ASC 310-10 were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
(Dollars in Thousands) |
|
Period-end loans with no allocated allowance for loan losses |
|
$ |
8,308 |
|
|
$ |
8,240 |
|
Period-end loans with allocated allowance for loan losses |
|
|
3,667 |
|
|
|
4,352 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,975 |
|
|
$ |
12,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of the allowance for loan losses allocated to
impaired loans at period-end |
|
$ |
743 |
|
|
$ |
738 |
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Dollars in Thousands) |
|
Average balance of impaired loans during the period |
|
$ |
12,914 |
|
|
$ |
5,580 |
|
Non-performing loans were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
(Dollars in Thousands) |
|
Loans past due over 90 days still on accrual |
|
$ |
|
|
|
$ |
|
|
Nonaccrual loans |
|
|
8,186 |
|
|
|
11,675 |
|
Troubled debt restructurings |
|
|
3,789 |
|
|
|
978 |
|
|
|
|
|
|
|
|
Total |
|
$ |
11,975 |
|
|
$ |
12,653 |
|
|
|
|
|
|
|
|
Page 31 of 52
At March 31, 2010, nonaccrual loans consisted of the following loan types:
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
Amount |
|
|
Percent of Total |
|
Mortgage loans: |
|
|
|
|
|
|
|
|
One- to four-family |
|
$ |
4,839 |
|
|
|
59.11 |
% |
Commercial real estate |
|
|
2,538 |
|
|
|
31.00 |
% |
Home equity |
|
|
246 |
|
|
|
3.01 |
% |
|
|
|
|
|
|
|
Total mortgage loans |
|
|
7,623 |
|
|
|
93.12 |
% |
|
|
|
|
|
|
|
Indirect automobile loans |
|
|
102 |
|
|
|
1.25 |
% |
Direct automobile loans |
|
|
73 |
|
|
|
0.89 |
% |
Commercial non-mortgage loans |
|
|
328 |
|
|
|
4.01 |
% |
Consumer secured loans |
|
|
3 |
|
|
|
0.04 |
% |
Consumer lines of credit and unsecured loans |
|
|
57 |
|
|
|
0.70 |
% |
|
|
|
|
|
|
|
Total non-mortgage loans |
|
|
563 |
|
|
|
6.88 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans |
|
$ |
8,186 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
At March 31, 2010, troubled debt restructurings consisted of the following loan types:
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
Amount |
|
|
Percent of Total |
|
Mortgage loans: |
|
|
|
|
|
|
|
|
One- to four-family |
|
$ |
470 |
|
|
|
12.40 |
% |
Commercial real estate |
|
|
2,874 |
|
|
|
75.85 |
% |
Home equity |
|
|
47 |
|
|
|
1.24 |
% |
|
|
|
|
|
|
|
Total mortgage loans |
|
|
3,391 |
|
|
|
89.49 |
% |
|
|
|
|
|
|
|
Indirect automobile loans |
|
|
121 |
|
|
|
3.19 |
% |
Direct automobile loans |
|
|
144 |
|
|
|
3.80 |
% |
Commercial non-mortgage loans |
|
|
42 |
|
|
|
1.11 |
% |
Consumer secured loans |
|
|
|
|
|
|
0.00 |
% |
Consumer lines of credit and unsecured loans |
|
|
91 |
|
|
|
2.40 |
% |
|
|
|
|
|
|
|
Total non-mortgage loans |
|
|
398 |
|
|
|
10.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Total troubled debt restructurings |
|
$ |
3,789 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
At March 31, 2010, $2.1 million of troubled debt restructurings were classified as nonaccrual,
including $1.8 million in commercial real estate loans.
At March 31, 2010, foreclosed assets consisted of the following collateral types:
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
Amount |
|
|
Percent of Total |
|
One- to four- family real estate |
|
$ |
523 |
|
|
|
16.99 |
% |
Commercial real estate |
|
|
2,550 |
|
|
|
82.82 |
% |
Automobile indirect |
|
|
4 |
|
|
|
0.13 |
% |
Automobile direct |
|
|
2 |
|
|
|
0.06 |
% |
|
|
|
|
|
|
|
Total foreclosed assets |
|
$ |
3,079 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
Our non-performing loans, which consist of nonaccrual loans and troubled debt restructurings,
include both smaller balance homogeneous loans that are collectively evaluated for impairment and
individually classified impaired loans. Troubled debt restructurings, which are accounted for
under ASC 310-40, are loans that have renegotiated loan terms to assist borrowers who are unable to
meet the original terms of their loans. These modifications to loan terms may include a lower
interest rate, a reduction in principal, or an extended term to maturity.
Page 32 of 52
Our percentage of non-performing loans to total loans ratio at March 31, 2010, was 1.07%, compared
to 1.13% at December 31, 2009. Non-performing loans decreased by $678,000, from $12.7 million at
December 31, 2009, to $12.0 million at March 31, 2010. The decrease in non-performing loans was
primarily due to $1.1 million in one-to-four family loans becoming current or paying off. The
commercial real estate nonaccrual loans consist of three loans, two have been restructured and one
represents a refinance of a former other real estate owned property. The first loan is a $907,000
loan participation that is collateralized by a hotel property experiencing financial difficulties.
This loan is a troubled debt restructuring and is rated substandard. This loan matured in 2009
and has since been modified or extended several times in 2009 on a short-term basis to provide time
to negotiate a long-term modification that is currently pending. This loan has matured and pays
interest only. A $156,000 specific valuation allowance has been reserved for this loan based on a
current appraisal. At March 31, 2010, this loan was 59 days delinquent under the restructured
terms with a final short term modification pending. The second loan, a participation with an
outstanding balance of $901,000, was reported as a troubled debt restructuring at December 31,
2008, and was moved into nonaccrual status in 2009. The loan defaulted at maturity in November
2008 and is currently in the process of foreclosure, which has been slowed due to the borrowers
filing of Chapter 13 bankruptcy. A $238,000 specific valuation allowance has been set aside for
this loan, which is secured by two office buildings located in Oregon and is rated doubtful. At
March 31, 2010, this loan was over 90 days delinquent under the restructured terms. The third loan
is a $730,000 participation collateralized by an outlet mall located in Texas that was previously
other real estate owned. The property was sold in January with the seller financing through the
lender group. The loan is considered substandard initially due to its 90% loan to value. The sale
of this property contributed to the decrease in the percentage of non-performing assets to total
assets from .70% at December 31, 2009 to .61% at March 31, 2010. Commercial real estate loans on
nonaccrual status decreased by $2.1 million as a troubled debt restructured loan moved out of
nonaccrual status after performing in accordance with its restructured terms for more than six
months. It is still classified substandard and now included in the above troubled debt
restructurings table. The loan, with a net outstanding balance of $2.9 million, has paid as agreed
and remains current under the restructured terms. It is collateralized by three office buildings
located in Texas. The loan was initially extended for a period of three months to allow for the
structure of a long term modification. The loan was extended an additional 33 months in August
2009. This loan represents an interest-only note with a cash flow recapture feature that is
measured annually. Based on a current analysis, there is no anticipated loss for this loan and no
specific reserve required.
Commercial real estate had three loans totaling $4.7 million in troubled debt restructurings which
contained term extensions as well as interest concessions in the form of interest only instead of
amortizing. $3.7 million of these loans are performing, while $901,000 is not performing and
currently in the process of foreclosure.
One-to-four family real estate had four loans totaling $585,000 in troubled debt restructurings.
Three loans had their payments capitalized, two loans for $346,000 that received a rate concession,
while one loan for $124,000 had a due date extension, all three are performing. The remaining loan
for $115,000 is not performing and is currently in the process of foreclosure. This loan is
reported in the nonaccrual table.
Commercial non-mortgage had two loans totaling $72,000 in troubled debt restructurings. $42,000
was granted a payment forbearance of three months per SBA guidelines and is performing. The
remaining loan for $30,000 was granted a rate reduction and is also performing. This loan is
reported in the nonaccrual table.
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. Excluding
the non-performing assets set forth in the table above, as of March 31, 2010, there was an
aggregate of $19.5 million of these potential problem loans compared to $19.7 million as of
December 31, 2009. Of the $19.5 million, nine commercial real estate loans totaling $17.8 million
were not delinquent at March 31, 2010, but are being monitored due to circumstances such as low
occupancy rate, low debt service coverage or prior payment history problems. 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 watch or 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.
Page 33 of 52
Classified Assets. Federal regulations provide for the classification of loans and other assets,
such as debt and equity securities, considered by the OTS 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.
When an insured institution classifies problem assets as either substandard or doubtful, it may
establish general allowances for loan losses in an amount deemed prudent by management. General
allowances represent loss allowances which have been established to recognize the risk associated
with lending activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When an insured institution classifies problem assets as loss, it is
required either to establish a specific allowance for losses equal to 100% of that portion of the
asset so classified or to charge off such amount. An institutions determination as to the
classification of its assets and the amount of its valuation allowances is subject to review by the
OTS and the FDIC, which may order the establishment of additional general or specific loss
allowances. The Companys classified assets and loss allowances reflect reviews by the OTS in
2009.
We regularly review the problem assets in our portfolio to determine whether any assets require
classification in accordance with applicable regulations. The total amount classified
represented 7.2% of our equity capital and 0.61% of our assets at March 31, 2010 compared to 7.9%
of our equity capital and 0.68% of our assets at December 31, 2009. The aggregate amount of
classified assets at the dates indicated was as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
(Dollars in Thousands) |
|
Loss |
|
$ |
|
|
|
$ |
|
|
Doubtful |
|
|
4,783 |
|
|
|
4,153 |
|
Substandard |
|
|
10,227 |
|
|
|
12,049 |
|
|
|
|
|
|
|
|
Total |
|
$ |
15,010 |
|
|
$ |
16,202 |
|
|
|
|
|
|
|
|
Our allowance for loan losses at March 31, 2010, was $12.9 million, or 1.15% of gross loans,
compared to $12.3 million, or 1.10% of gross loans, at December 31, 2009. The $619,000, or 5.0%,
increase in our allowance for loan loss was primarily due to qualitative factors applied to two
commercial real estate loans that moved from Watch to Special Mention during the period. One of
these two loans is current while the other loan is thirty days delinquent. Allowance for loan loss
to non-performing loans was 107.97% at March 31, 2010 compared to 97.29% as of December 31, 2009.
Securities. Our securities portfolio increased by $58.5 million, or 7.91%, to $797.3 million at
March 31, 2010, from $738.8 million at December 31, 2009. The increase in our securities portfolio
was primarily caused by deposit growth outpacing loan demand. There were $128.9 million of
securities purchased and $69.5 million in maturities and paydowns. The purchases consisted of
$118.5 million of securities deemed available for sale and $10.4 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 adjustable
rate government and agency mortgage-backed securities, floating rate agency collateralized mortgage
obligations, and agency step-up bonds. The held to maturity securities purchased consisted of
fixed rate agency collateralized mortgage obligations and municipal bonds. This mix was determined
due to its strong cash flow characteristics in various interest rate environments.
Page 34 of 52
Deposits. Total deposits increased by $103.6 million, or 5.8%, to $1.90 billion at March 31, 2010,
from $1.80 billion at December 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in thousands) |
|
Non-interest bearing demand |
|
$ |
184,356 |
|
|
$ |
193,581 |
|
|
$ |
(9,225 |
) |
|
|
(4.8 |
%) |
Interest bearing demand |
|
|
321,380 |
|
|
|
268,063 |
|
|
|
53,317 |
|
|
|
19.9 |
|
Savings |
|
|
151,876 |
|
|
|
143,506 |
|
|
|
8,370 |
|
|
|
5.8 |
|
Money Market |
|
|
560,518 |
|
|
|
549,619 |
|
|
|
10,899 |
|
|
|
2.0 |
|
IRA savings |
|
|
8,778 |
|
|
|
8,710 |
|
|
|
68 |
|
|
|
0.8 |
|
Time |
|
|
673,370 |
|
|
|
633,186 |
|
|
|
40,184 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
1,900,278 |
|
|
$ |
1,796,665 |
|
|
$ |
103,613 |
|
|
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in deposits was primarily caused by a $53.3 million, or 19.9%, increase in interest
bearing demand deposits, which was principally attributable to our Absolute Checking product, which
currently provides a 4.0% annual percentage yield on account balances up to $50,000 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. If the conditions described above are
not met, the rate paid decreases to 0.04%. The actual average rate paid on Absolute Checking
accounts at March 31, 2010 was 2.76%. At March 31, 2010, 66% of Absolute Checking customers
received online statements, compared to the average of 38% in other consumer checking accounts.
Additionally, at March 31, 2010, Absolute Checking customers that represented new households
generated 215 new loans totaling more than $7.4 million and 832 new deposit accounts for more than
$30.4 million.
Time Deposits increased $40.2 million, or 6.3% due to an increase of $45.9 million in deposits from
public funds. Public funds totaled $365.3 million as of March 31, 2010, and were pledged by
securities with a market value of $400.9 million as of March 31, 2010. Money market deposits
increased by $10.9 million, or 2.0%, due to a $7.9 million, or 1.6%, increase in consumer money
market accounts, while non-interest bearing demand deposits decreased by $9.2 million, or 4.8%, as
more consumers are choosing interest bearing accounts.
Borrowings. Federal Home Loan Bank advances decreased by $8.3 million, or 2.7%, from $312.5
million at December 31, 2009, to $304.2 million at March 31, 2010. The outstanding balance of
Federal Home Loan Bank advances decreased due to monthly principal paydowns. During the three
months ended March 31, 2010, the Company used deposit growth to fund loans and purchase investment
securities. At March 31, 2010, the Company was eligible to borrow an additional $451.2 million
from the Federal Home Loan Bank. Additionally, the Company is eligible to borrow from the Federal
Reserve Bank discount window and has two available federal funds lines of credit with other
financial institutions totaling $66.0 million.
In addition to Federal Home Loan Bank advances, the Company has a $25.0 million repurchase
agreement with Credit Suisse and four promissory notes for unsecured loans totaling $10.0 million
obtained from local private investors. The Company has used the proceeds from these loans for
general working capital and to support the growth of the Bank.
Page 35 of 52
Shareholders Equity. Total shareholders equity increased by $2.9 million, or 1.4%, from $205.7
million at December 31, 2009, to $208.5 million at March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in Thousands) |
|
Common stock |
|
$ |
262 |
|
|
$ |
262 |
|
|
$ |
|
|
|
|
|
% |
Additional paid-in capital |
|
|
118,851 |
|
|
|
118,297 |
|
|
|
554 |
|
|
|
0.5 |
|
Retained Earnings |
|
|
113,356 |
|
|
|
111,188 |
|
|
|
2,168 |
|
|
|
1.9 |
|
Accumulated other comprehensive income |
|
|
3,705 |
|
|
|
3,802 |
|
|
|
(97 |
) |
|
|
(2.6 |
) |
Unearned ESOP shares |
|
|
(5,925 |
) |
|
|
(6,159 |
) |
|
|
234 |
|
|
|
3.8 |
|
Treasury stock |
|
|
(21,708 |
) |
|
|
(21,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
$ |
208,541 |
|
|
$ |
205,682 |
|
|
$ |
2,859 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This increase was primarily caused by net income of $2.7 million, which was partially offset by the
payment of dividends totaling $.05 per share during the three months ended March 31, 2010, which
resulted in a $537,000 reduction to retained earnings.
Comparison of Results of Operations for the Three Months Ended March 31, 2010 and 2009
General. Net income for the three months ended March 31, 2010 was $2.7 million, an increase of
$1.5 million, or 117.4%, from $1.2 million for the three months ended March 31, 2009. This
increase in net income was driven by an increase in net interest income, lower provision for loan
losses, and lower non-interest expense. Our basic and diluted earnings per share for the three
months ended March 31, 2010 increased to $0.11 from $.05 for the three months ended March 31, 2009.
Interest Income. Interest income decreased by $1.3 million, or 4.6%, from $27.5 million for the
three months ended March 31, 2009, to $26.3 million for the three months ended March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in Thousands) |
|
Interest and dividend income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
20,373 |
|
|
$ |
20,738 |
|
|
$ |
(365 |
) |
|
|
(1.8 |
%) |
Securities |
|
|
5,718 |
|
|
|
6,714 |
|
|
|
(996 |
) |
|
|
(14.8 |
) |
Interest bearing deposits in other financial institutions |
|
|
148 |
|
|
|
59 |
|
|
|
89 |
|
|
|
150.8 |
|
Federal Home Loan Bank stock |
|
|
17 |
|
|
|
|
|
|
|
17 |
|
|
|
N/M |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
26,256 |
|
|
$ |
27,511 |
|
|
$ |
(1,255 |
) |
|
|
(4.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This decrease in interest income was primarily driven by the decrease in interest earned on
securities of $996,000, or 14.8%, primarily relating to decreases in the weighted average yields on
agency mortgage-backed securities, agency collateralized mortgage obligations and investment
securities, as adjustable rate securities within the portfolios and purchases of new securities
reflected lower interest rates, particularly the LIBOR rate, in the current quarter as compared to
the prior period. Overall, the yield on agency collateralized mortgage obligations has decreased
from 3.90% for the three months ended March 31, 2009 to 2.50% for the three months ended March 31,
2010. Partially offsetting the impact of this decrease in yield was an increase in the average
balance of securities of $126.7 million, or 19.3% over the prior year period, principally in agency
mortgage-backed securities. Interest income on loans also decreased $365,000, or 1.8%, as the
average balance of loans (including loans held for sale) decreased by $95.2 million, or 6.52%, from
the three months ended March 31, 2009. This decrease was driven by lower average balances in
consumer and commercial non-mortgage loans and, to a lesser extent, commercial real estate loans.
The decrease in the average balance of loans was partially offset by an increase in overall yield
on the loan portfolio, driven by increases in yields on the commercial real estate and commercial
non-mortgage portfolios. Overall, the yield on interest-earning assets for the three months ended
March 31, 2010 decreased by 48 basis points, from 5.13% for the three months ended March 31, 2009,
to 4.65%; this decrease was due to the lower yields earned on securities and the lower average
balances of loans.
Page 36 of 52
Interest Expense. Interest expense decreased by $1.9 million, or 14.8%, from $13.1 million for the
three months ended March 31, 2009, to $11.1 million for the three months ended March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in Thousands) |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
7,629 |
|
|
$ |
9,145 |
|
|
$ |
(1,516 |
) |
|
|
(16.6 |
%) |
Federal Home Loan Bank advances |
|
|
3,139 |
|
|
|
3,776 |
|
|
|
(637 |
) |
|
|
(16.9 |
) |
Federal Reserve Bank advances |
|
|
|
|
|
|
29 |
|
|
|
(29 |
) |
|
|
(100.0 |
) |
Repurchase agreement |
|
|
201 |
|
|
|
101 |
|
|
|
100 |
|
|
|
99.0 |
|
Other borrowings |
|
|
148 |
|
|
|
|
|
|
|
148 |
|
|
|
N/M |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,117 |
|
|
$ |
13,051 |
|
|
$ |
(1,934 |
) |
|
|
(14.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This decrease was primarily caused by a $1.5 million, or 16.6%, decline in interest expense on
deposits. While volume increased in all of our deposit categories raising average balances by
$230.1 million, lower rates paid on our savings, money market, and time accounts resulted in lower
overall interest expense on deposits. Interest expense on Federal Home Loan Bank advances also
experienced a decline of $637,000, or 16.9%, which was partially offset by the increase of $100,000
in interest expense on our $25.0 million repurchase agreement with Credit Suisse after the
agreement repriced to 3.22% from 1.62% in April 2009 in accordance with its terms. The $148,000 of
interest expense reflected as other borrowings is attributable to four promissory notes that were
executed in October 2009 for unsecured loans totaling $10.0 million obtained from local private
investors. The lenders are all members of the same family and long-time customers of ViewPoint
Bank. Each of the four promissory notes initially bears interest at 6% per annum, thereafter being
adjusted quarterly to a rate equal to the national average 2-year jumbo CD rate plus 2%, with a
floor of 6% and a ceiling of 9%. The average balance of borrowings decreased by $75.8 million, or
18.1%, from the three months ended March 31, 2009, while the average rate paid on borrowings
increased by 34 basis points. Overall, the cost of interest-bearing liabilities decreased 61 basis
points, from 2.85% for the three months ended March 31, 2009, to 2.24% at March 31, 2010.
Net Interest Income. Net interest income increased by $679,000, or 4.7%, to $15.1 million for the
three months ended March 31, 2010, from $14.5 million for the three months ended March 31, 2009.
The net interest rate spread increased 13 basis points to 2.41% for the three months ended March
31, 2010, from 2.28% for the same period last year. The net interest margin decreased 2 basis
points to 2.68% for the three months ended March 31, 2010, from 2.70% for the three months ended
March 31, 2009. The decrease in the net interest margin was primarily attributable to Purchase
Program loans with an average balance of $240.6 million that were added to our loan portfolio at an
average rate of 4.91%. Also, our average balance maintained in interest-earning deposit accounts
increased by $230.1 million from the three months ended March 31, 2010, compared to the same period
this year. Additionally, we have purchased an increased amount of variable-rate securities over
the past year, which we expect will better position us for a rising rate environment.
Analysis of Net Interest Income Three Months Ended March 31, 2010 and 2009
Net interest income, the primary contributor to earnings, represents the difference between income
on interest-earning assets and expenses on interest-bearing liabilities. Net interest income
depends upon the volume of interest-earning assets and interest-bearing liabilities and the
interest rates earned or paid on them.
Page 37 of 52
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, |
|
|
|
2010 |
|
|
2009 |
|
|
|
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 |
|
$ |
686,786 |
|
|
$ |
9,268 |
|
|
|
5.40 |
% |
|
$ |
669,297 |
|
|
$ |
9,168 |
|
|
|
5.48 |
% |
Commercial real estate |
|
|
462,554 |
|
|
|
7,685 |
|
|
|
6.65 |
% |
|
|
475,399 |
|
|
|
6,967 |
|
|
|
5.86 |
% |
Home equity |
|
|
107,573 |
|
|
|
1,573 |
|
|
|
5.85 |
% |
|
|
100,705 |
|
|
|
1,518 |
|
|
|
6.03 |
% |
Consumer |
|
|
91,667 |
|
|
|
1,418 |
|
|
|
6.19 |
% |
|
|
134,023 |
|
|
|
2,047 |
|
|
|
6.11 |
% |
Commercial non-mortgage |
|
|
29,063 |
|
|
|
429 |
|
|
|
5.90 |
% |
|
|
90,651 |
|
|
|
1,038 |
|
|
|
4.58 |
% |
Less: deferred fees and allowance for loan loss |
|
|
(13,141 |
) |
|
|
|
|
|
|
|
% |
|
|
(10,359 |
) |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable 1 |
|
|
1,364,502 |
|
|
|
20,373 |
|
|
|
5.97 |
% |
|
|
1,459,716 |
|
|
|
20,738 |
|
|
|
5.68 |
% |
Agency mortgage-backed securities |
|
|
382,497 |
|
|
|
3,110 |
|
|
|
3.25 |
% |
|
|
275,387 |
|
|
|
3,172 |
|
|
|
4.61 |
% |
Agency collateralized mortgage obligations |
|
|
285,584 |
|
|
|
1,784 |
|
|
|
2.50 |
% |
|
|
318,363 |
|
|
|
3,104 |
|
|
|
3.90 |
% |
Investment securities |
|
|
99,342 |
|
|
|
824 |
|
|
|
3.32 |
% |
|
|
44,991 |
|
|
|
438 |
|
|
|
3.89 |
% |
FHLB stock |
|
|
14,670 |
|
|
|
17 |
|
|
|
0.46 |
% |
|
|
16,632 |
|
|
|
|
|
|
|
|
% |
Interest earning deposit accounts |
|
|
113,512 |
|
|
|
148 |
|
|
|
0.52 |
% |
|
|
27,994 |
|
|
|
59 |
|
|
|
0.84 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
2,260,107 |
|
|
|
26,256 |
|
|
|
4.65 |
% |
|
|
2,143,083 |
|
|
|
27,511 |
|
|
|
5.13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets |
|
|
142,588 |
|
|
|
|
|
|
|
|
|
|
|
93,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,402,695 |
|
|
|
|
|
|
|
|
|
|
$ |
2,236,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
|
284,063 |
|
|
|
1,611 |
|
|
|
2.27 |
% |
|
|
104,381 |
|
|
|
407 |
|
|
|
1.56 |
% |
Savings and money market |
|
|
700,001 |
|
|
|
2,596 |
|
|
|
1.48 |
% |
|
|
644,216 |
|
|
|
3,376 |
|
|
|
2.10 |
% |
Time |
|
|
657,089 |
|
|
|
3,422 |
|
|
|
2.08 |
% |
|
|
662,419 |
|
|
|
5,362 |
|
|
|
3.24 |
% |
Borrowings |
|
|
342,336 |
|
|
|
3,488 |
|
|
|
4.08 |
% |
|
|
418,152 |
|
|
|
3,906 |
|
|
|
3.74 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
1,983,489 |
|
|
|
11,117 |
|
|
|
2.24 |
% |
|
|
1,829,168 |
|
|
|
13,051 |
|
|
|
2.85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities |
|
|
212,212 |
|
|
|
|
|
|
|
|
|
|
|
211,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,195,701 |
|
|
|
|
|
|
|
|
|
|
|
2,040,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital |
|
|
206,994 |
|
|
|
|
|
|
|
|
|
|
|
195,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and capital |
|
$ |
2,402,695 |
|
|
|
|
|
|
|
|
|
|
$ |
2,236,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
15,139 |
|
|
|
|
|
|
|
|
|
|
$ |
14,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
2.41 |
% |
|
|
|
|
|
|
|
|
|
|
2.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earning assets |
|
$ |
276,618 |
|
|
|
|
|
|
|
|
|
|
$ |
313,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
2.68 |
% |
|
|
|
|
|
|
|
|
|
|
2.70 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest earning assets to
average interest bearing liabilities |
|
|
113.95 |
% |
|
|
|
|
|
|
|
|
|
|
117.16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Calculated net of deferred fees, loan discounts, loans in process and allowance for
loan losses. Includes loans held for sale. Construction loans have been included in the one- to
four- family and commercial real estate line items, as appropriate. |
Page 38 of 52
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 later 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, |
|
|
|
2010 versus 2009 |
|
|
|
Increase (Decrease) Due to |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
|
Volume |
|
|
Rate |
|
|
(Decrease) |
|
|
|
(Dollars in thousands) |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family real estate |
|
$ |
237 |
|
|
$ |
(137 |
) |
|
$ |
100 |
|
Commercial real estate |
|
|
(192 |
) |
|
|
910 |
|
|
|
718 |
|
Home equity |
|
|
101 |
|
|
|
(46 |
) |
|
|
55 |
|
Consumer |
|
|
(655 |
) |
|
|
26 |
|
|
|
(629 |
) |
Commercial non-mortgage |
|
|
(848 |
) |
|
|
239 |
|
|
|
(609 |
) |
|
|
|
|
|
|
|
|
|
|
Loans receivable |
|
|
(1,357 |
) |
|
|
992 |
|
|
|
(365 |
) |
Agency mortgage-backed securities |
|
|
1,027 |
|
|
|
(1,089 |
) |
|
|
(62 |
) |
Agency collateralized mortgage obligations |
|
|
(294 |
) |
|
|
(1,026 |
) |
|
|
(1,320 |
) |
Investment securities |
|
|
459 |
|
|
|
(73 |
) |
|
|
386 |
|
FHLB stock |
|
|
17 |
|
|
|
|
|
|
|
17 |
|
Interest earning deposit accounts |
|
|
119 |
|
|
|
(30 |
) |
|
|
89 |
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets |
|
|
(29 |
) |
|
|
(1,226 |
) |
|
|
(1,255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
|
953 |
|
|
|
251 |
|
|
|
1,204 |
|
Savings and money market |
|
|
273 |
|
|
|
(1,053 |
) |
|
|
(780 |
) |
Time |
|
|
(43 |
) |
|
|
(1,897 |
) |
|
|
(1,940 |
) |
Borrowings |
|
|
(751 |
) |
|
|
333 |
|
|
|
(418 |
) |
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
432 |
|
|
|
(2,366 |
) |
|
|
(1,934 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
(461 |
) |
|
$ |
1,140 |
|
|
$ |
679 |
|
|
|
|
|
|
|
|
|
|
|
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, 2010, a
decrease of $296,000, or 20.5%, from $1.4 million for same time last year. This decrease was
primarily due to a decrease in net charge-offs of $485,000 over the same period last year, minimal
loan growth, excluding loans held for sale of $314,000, and an improvement of $678,000 in
nonperforming loans over the balance at December 31, 2009. Net charge-offs for the three months
ended March 31, 2010, totaled $527,000, a decrease of 47.9% from $1.0 million for the three months
ended March 31, 2009.
Page 39 of 52
Noninterest Income. Noninterest income increased by $127,000, or 1.7%, from $7.4 million for the
three months ended March 31, 2009, to $7.6 million for the three months ended March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in Thousands) |
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
$ |
4,420 |
|
|
$ |
4,456 |
|
|
$ |
(36 |
) |
|
|
(0.8 |
%) |
Brokerage fees |
|
|
106 |
|
|
|
75 |
|
|
|
31 |
|
|
|
41.3 |
|
Net gain on sale of loans |
|
|
2,655 |
|
|
|
3,706 |
|
|
|
(1,051 |
) |
|
|
(28.4 |
) |
Loan servicing fees |
|
|
62 |
|
|
|
53 |
|
|
|
9 |
|
|
|
17.0 |
|
Bank-owned life insurance income |
|
|
58 |
|
|
|
164 |
|
|
|
(106 |
) |
|
|
(64.6 |
) |
Valuation adjustment on mortgage servicing rights |
|
|
90 |
|
|
|
(211 |
) |
|
|
301 |
|
|
|
N/M |
|
Impairment of collateralized debt obligation (all credit) |
|
|
|
|
|
|
(465 |
) |
|
|
465 |
|
|
|
N/M |
|
Gain (loss) on sale of foreclosed assets |
|
|
(113 |
) |
|
|
(165 |
) |
|
|
52 |
|
|
|
(31.5 |
) |
Gain (loss) on disposition of assets |
|
|
|
|
|
|
(416 |
) |
|
|
416 |
|
|
|
N/M |
|
Other |
|
|
278 |
|
|
|
232 |
|
|
|
46 |
|
|
|
19.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,556 |
|
|
$ |
7,429 |
|
|
$ |
127 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of loans decreased by $1.1 million, or 28.4%, as VPBM sold $88.2 million in loans
to outside investors during the three months ended March 31, 2010, compared to $140.2 million for
the same period in 2009. The decrease in sales can be attributed to the lower volume of one- to
four-family loan originations so far in 2010 compared to the refinance volume experienced during
the same prior year period. Non-interest income for the three months ended March 31, 2009,
included a $465,000 impairment on collateralized debt obligations, which were marked down to their
fair value and sold in June 2009. Also, in March 2009, we realized losses of $400,000 on
disposition of assets relating to the closure of most of our in-store banking centers as we
transitioned away from limited service grocery store banking centers. An increase in fees of
$321,000 generated by our Purchase Program partially offset a $286,000 decrease in non-sufficient
funds fees. The decrease in non-sufficient funds fees is primarily due to a trend of lower volume
in these types of transactions.
Noninterest Expense. Noninterest expense decreased by $1.1 million, or 5.7%, from $18.6 million for
the three months ended March 31, 2009, to $17.6 million for the three months ended March 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
March 31, |
|
|
Dollar |
|
|
Percent |
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
Change |
|
|
|
(Dollars in Thousands) |
|
Non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
$ |
11,183 |
|
|
$ |
12,095 |
|
|
$ |
(912 |
) |
|
|
(7.5 |
%) |
Advertising |
|
|
277 |
|
|
|
255 |
|
|
|
22 |
|
|
|
8.6 |
|
Occupancy and equipment |
|
|
1,489 |
|
|
|
1,602 |
|
|
|
(113 |
) |
|
|
(7.1 |
) |
Outside professional services |
|
|
489 |
|
|
|
431 |
|
|
|
58 |
|
|
|
13.5 |
|
Regulatory assessments |
|
|
795 |
|
|
|
645 |
|
|
|
150 |
|
|
|
23.3 |
|
Data processing |
|
|
1,002 |
|
|
|
1,004 |
|
|
|
(2 |
) |
|
|
(0.2 |
) |
Office operations |
|
|
1,446 |
|
|
|
1,506 |
|
|
|
(60 |
) |
|
|
(4.0 |
) |
Deposit processing charges |
|
|
178 |
|
|
|
235 |
|
|
|
(57 |
) |
|
|
(24.3 |
) |
Lending and collection |
|
|
221 |
|
|
|
288 |
|
|
|
(67 |
) |
|
|
(23.3 |
) |
Other |
|
|
479 |
|
|
|
558 |
|
|
|
(79 |
) |
|
|
(14.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,559 |
|
|
$ |
18,619 |
|
|
$ |
(1,060 |
) |
|
|
(5.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in noninterest expense was primarily attributable to a $912,000 decline in salaries
and employee benefits for the three months ended March 31, 2010 compared to the three months ended
March 31, 2009. The decrease in salaries and employee benefits was attributed to $612,000 in lower
variable incentives paid to VPBM staff as they closed $96.1 million of loans in the first three
months of 2010 compared to $189.5 million for the comparable period last year. This $93.4 million,
or 49.3%, decline in production is a result of the heavy refinance volume experienced in 2009.
Lower costs the quarter helped to offset the $1.1 million decline in net gain on sale of loans.
Salary expense also decreased by $365,000 after closing the in-store banking centers in 2009. The
opening of three new full-service community bank offices in 2009 offset $271,000 of this decrease
due to the resulting additional salaries and employee benefits. Lower health care claims led to a
$267,000 reduction in healthcare costs as of March 31, 2010.
Page 40 of 52
The decline of $113,000, or 7.1%, in occupancy and equipment was also attributed to the
closing of most of our in-store banking centers in 2009, which was partially offset by $64,000 in
additional expense related to the three new full-service community bank offices. Regulatory
assessments expense increased by $150,000, or 23.3%, due to increased regulatory fees as FDIC
deposit insurance assessment rates have increased along with an increase in assessable deposits.
Income Tax Expense. During the three months ended March 31, 2010, we recognized income tax expense
of $1.3 million on our pre-tax income compared to income tax expense of $584,000 for the three
months ended March 31, 2009. Our effective tax rate for the three months ended March 31, 2010 was
32.2% compared to 32.0% for the same time period in 2009 due to our increased earnings.
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 Banks 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. 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, 2010, the Company had an additional borrowing
capacity of $451.2 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, 2010, collateral
pledged had a market value of $77.2 million. Also, at March 31, 2010, the Company had $66.0
million in federal funds lines of credit available with other financial institutions.
As of March 31, 2010, the Company has classified 68.4% 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.
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 Company has also repurchased
shares of its common stock. The Companys primary source of funds consists of the net proceeds
retained by the Company from our initial public offering in 2006. We also have the ability to
receive dividends or capital distributions from the Bank. There are regulatory restrictions on the
ability of the Bank to pay dividends. At March 31, 2010, the Company (on an unconsolidated basis)
had liquid assets of $12.0 million.
Page 41 of 52
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, 2010, the total approved
loan commitments (including Purchase Program commitments) and unused lines of credit outstanding
amounted to $287.2 million and $78.0 million, respectively, as compared to $283.3 million and $79.8
million, respectively, as of December 31, 2009. Certificates of deposit scheduled to mature in one
year or less at March 31, 2010 totaled $400.9 million.
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.
For the three months ended March 31, 2010, cash and cash equivalents increased by $19.6 million, or
35.3%, from $55.5 million as of December 31, 2009, to $75.1 million as of March 31, 2010. Cash
provided by financing activities of $94.7 million more than offset cash used in investing
activities of $59.7 million and cash used in operating activities of $15.5 million. Primary
sources of cash for the three months ended March 31, 2010 included increased deposits of $103.6
million, and maturities, prepayments and calls of securities of $69.5 million. Primary uses of
cash for the three months ended March 31, 2010, included a net increase to gross loans, including
loans held for sale, of $17.7 million, net repayment of FHLB advances of $8.3 million and purchases
of securities totaling $128.9 million.
Please see Item 1A (Risk Factors) under Part 1 of the Companys 2009 Annual Report on Form 10-K 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
|
|
|
|
|
One |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through |
|
|
Four |
|
|
|
|
|
|
|
|
|
Less than |
|
|
Three |
|
|
through |
|
|
After Five |
|
|
|
|
|
|
One Year |
|
|
Years |
|
|
Five Years |
|
|
Years |
|
|
Total |
|
|
|
(Dollars in thousands) |
|
Contractual obligations: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances |
|
$ |
52,094 |
|
|
$ |
114,429 |
|
|
$ |
54,467 |
|
|
$ |
83,184 |
|
|
$ |
304,174 |
|
Repurchase agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
10,000 |
|
Operating leases (premises) |
|
|
1,253 |
|
|
|
1,747 |
|
|
|
784 |
|
|
|
3,121 |
|
|
|
6,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total advances and operating leases |
|
|
53,347 |
|
|
|
116,176 |
|
|
|
65,251 |
|
|
|
111,305 |
|
|
|
346,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-balance sheet loan commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undisbursed portions of loans closed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,456 |
|
Commitments to originate loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,839 |
|
Unused commitment on Purchase Program loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,904 |
|
Unused lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations and loan
commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
711,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts do not include interest |
In addition, the Company has overdraft protection available in the amounts of $71,597 and
$73,017 for March 31, 2010 and December 31, 2009.
Page 42 of 52
Capital Resources
ViewPoint 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 ViewPoint Bank to
maintain a well-capitalized status under the capital categories of the OTS. Based on capital
levels at March 31, 2010, and December 31, 2009, ViewPoint Bank was considered to be
well-capitalized.
At March 31, 2010, ViewPoint Banks equity totaled $197.6 million. Management monitors the capital
levels of ViewPoint Bank to provide for current and future business opportunities and to meet
regulatory guidelines for well-capitalized institutions.
The Companys equity totaled $208.5 million, or 8.42% of total assets, at March 31, 2010. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
$ |
205,057 |
|
|
|
15.28 |
% |
|
$ |
107,392 |
|
|
|
8.00 |
% |
|
$ |
134,240 |
|
|
|
10.00 |
% |
Tier 1 (core) capital (to
risk-weighted assets) |
|
|
192,871 |
|
|
|
14.37 |
% |
|
|
53,696 |
|
|
|
4.00 |
% |
|
|
80,544 |
|
|
|
6.00 |
% |
Tier 1 (core) capital (to adjusted
total assets) |
|
|
192,871 |
|
|
|
7.81 |
% |
|
|
98,801 |
|
|
|
4.00 |
% |
|
|
123,501 |
|
|
|
5.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
$ |
201,250 |
|
|
|
15.27 |
% |
|
$ |
105,450 |
|
|
|
8.00 |
% |
|
$ |
131,812 |
|
|
|
10.00 |
% |
Tier 1 (core) capital (to
risk-weighted assets) |
|
|
189,678 |
|
|
|
14.39 |
% |
|
|
52,725 |
|
|
|
4.00 |
% |
|
|
79,087 |
|
|
|
6.00 |
% |
Tier 1 (core) capital (to adjusted
total assets) |
|
|
189,678 |
|
|
|
7.99 |
% |
|
|
94,900 |
|
|
|
4.00 |
% |
|
|
118,626 |
|
|
|
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 affect 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 43 of 52
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 Federal Home Loan Bank 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 model. Data required by the model
includes balance, rate, pay down, 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 manage and monitor 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 communicate, coordinate, monitor, and
control asset/liability management consistent with our business plan and board-approved policies.
The committee establishes
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 plan 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 Federal Home Loan Bank 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 on a quarterly basis to
determine whether the Banks interest rate exposure is within the limits established by the Board
of Directors.
Page 44 of 52
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, 2010 and
December 31, 2009, are internal analyses of our interest rate risk as measured by changes in NPV
for instantaneous, parallel, and sustained shifts in the yield curve, 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 Federal Home Loan
Bank borrowings. As interest rates rise, the market value of fixed rate loans declines due to both
higher discount rates and anticipated slowing loan prepayments.
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, 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, 2010 |
|
Change in |
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Rates in |
|
|
|
|
|
|
Basis |
|
|
|
|
|
|
Points |
|
Net Portfolio Value |
|
|
NPV |
|
|
|
$ Amount |
|
|
$ Change |
|
|
% Change |
|
|
Ratio % |
|
|
|
(Dollars in Thousands) |
|
|
|
|
300 |
|
|
167,632 |
|
|
|
(37,012 |
) |
|
|
(18.09 |
) |
|
|
7.17 |
|
200 |
|
|
183,567 |
|
|
|
(21,077 |
) |
|
|
(10.30 |
) |
|
|
7.69 |
|
100 |
|
|
197,776 |
|
|
|
(6,868 |
) |
|
|
(3.36 |
) |
|
|
8.11 |
|
|
|
|
204,644 |
|
|
|
|
|
|
|
|
|
|
|
8.24 |
|
(100 |
) |
|
206,079 |
|
|
|
1,435 |
|
|
|
0.70 |
|
|
|
8.17 |
|
(200 |
) |
|
216,523 |
|
|
|
11,879 |
|
|
|
5.80 |
|
|
|
8.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
Change in |
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
Rates in |
|
|
|
|
|
|
Basis |
|
|
|
|
|
|
Points |
|
Net Portfolio Value |
|
|
NPV |
|
|
|
$ Amount |
|
|
$ Change |
|
|
% Change |
|
|
Ratio % |
|
|
|
(Dollars in Thousands) |
|
|
|
|
300 |
|
|
174,615 |
|
|
|
(42,468 |
) |
|
|
(19.56 |
) |
|
|
7.82 |
|
200 |
|
|
192,168 |
|
|
|
(24,915 |
) |
|
|
(11.48 |
) |
|
|
8.41 |
|
100 |
|
|
207,861 |
|
|
|
(9,222 |
) |
|
|
(4.25 |
) |
|
|
8.90 |
|
|
|
|
217,083 |
|
|
|
|
|
|
|
|
|
|
|
9.11 |
|
(100 |
) |
|
218,003 |
|
|
|
920 |
|
|
|
0.42 |
|
|
|
9.00 |
|
(200 |
) |
|
221,750 |
|
|
|
4,667 |
|
|
|
2.15 |
|
|
|
9.01 |
|
Page 45 of 52
The Banks NPV was $204.6 million, or 8.24%, of the market value of portfolio assets as of
March 31, 2010, a $12.5 million decrease from $217.1 million, or 9.11%, of the market value of
portfolio assets as of December 31, 2009. Based upon the assumptions utilized, an immediate 200
basis point increase in market interest rates would result in a $21.1 million decrease in our NPV
at March 31, 2010, a decrease from $24.9 million at December 31, 2009, and would result in a 55
basis point decrease in our NPV ratio to 7.69% at March 31, 2010, as compared to a 70 basis point
decrease to 8.41% at December 31, 2009. An immediate 200 basis point decrease in market interest
rates would result in an $11.9 million increase in our NPV at March 31, 2010, compared to $4.7
million increase at December 31, 2009, and would result in a 20 basis point increase in our NPV
ratio to 8.44% at March 31, 2010, as compared to a 10 basis point decrease in our NPV ratio to
9.01% at December 31, 2009.
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 increases 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 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 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 Federal Home Loan
Bank 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 46 of 52
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,
2010. 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 47 of 52
PART 2 OTHER INFORMATION
|
|
|
Item 1. |
|
Legal Proceedings |
In the normal course of business the Company may be involved in various legal proceedings from time
to time. The Company does not believe it is currently involved in any claim or action the ultimate
disposition of which would have a material adverse effect on the Companys financial statements.
There have been no material changes from risk factors as previously disclosed in the Companys 2009
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 5. |
|
Other Information |
Not applicable.
Page 48 of 52
|
|
|
|
|
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. 0-24566-01)) |
|
|
|
|
|
|
3.2 |
|
|
Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrants Current Report on Form 8-K filed
with the SEC on November 24, 2008 (File No. 001-32992)) |
|
|
|
|
|
|
4.1 |
|
|
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. 0-24566-01)) |
|
|
|
|
|
|
10.1 |
|
|
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)) |
|
|
|
|
|
|
10.2 |
|
|
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)) |
|
|
|
|
|
|
10.3 |
|
|
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)) |
|
|
|
|
|
|
10.4 |
|
|
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)) |
|
|
|
|
|
|
10.5 |
|
|
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)) |
|
|
|
|
|
|
10.6 |
|
|
Form of Severance Agreement between ViewPoint Bank and the
following executive officers: Pathie E. McKee, Mark E. Hord, James
C. Parks and Rick M. Robertson (incorporated herein by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed
with the SEC on March 1, 2010 (File No. 001-32992)) |
|
|
|
|
|
|
10.7 |
|
|
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)) |
|
|
|
|
|
|
10.8 |
|
|
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)) |
|
|
|
|
|
|
10.9 |
|
|
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)) |
|
|
|
|
|
|
10.10 |
|
|
ViewPoint Bank 2007 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 July 31, 2007 (File No.
001-32992)) |
Page 49 of 52
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
10.11 |
|
|
Amendment to ViewPoint Bank 2007 Executive Officer Incentive Plan
(incorporated herein by reference to the Registrants Current
Report on Form 8-K filed with the SEC on March 6, 2008 (File No.
001-32992)) |
|
|
|
|
|
|
10.12 |
|
|
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)) |
|
|
|
|
|
|
11 |
|
|
Statement regarding computation of per share earnings (See Note 2
of the Condensed Notes to Unaudited Consolidated Interim Financial
Statements included in this Form 10-Q). |
|
|
|
|
|
|
31.1 |
|
|
Rule 13a 14(a)/15d 14(a) Certification (Chief Executive Officer) |
|
|
|
|
|
|
31.2 |
|
|
Rule 13a 14(a)/15d 14(a) Certification (Chief Financial Officer) |
|
|
|
|
|
|
32 |
|
|
Section 1350 Certifications |
Page 50 of 52
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.
ViewPoint Financial Group
(Registrant)
|
|
|
|
|
Date: May 7, 2010
|
|
/s/ Garold R. Base |
|
|
|
|
Garold R. Base
|
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
(Duly Authorized Officer) |
|
|
|
|
|
|
|
Date: May 7, 2010
|
|
/s/ Pathie E. McKee |
|
|
|
|
Pathie E. McKee
|
|
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
|
|
|
|
(Principal Financial and Accounting Officer) |
|
|
Page 51 of 52
EXHIBIT INDEX
|
|
|
|
|
Exhibits: |
|
|
|
|
|
|
|
|
31.1 |
|
|
Certification of the Chief Executive Officer |
|
|
|
|
|
|
31.2 |
|
|
Certification of the Chief Financial Officer |
|
|
|
|
|
|
32.0 |
|
|
Section 1350 Certifications |
Page 52 of 52