þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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Maryland
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6021
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27-2176993
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification No.)
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5851 Legacy Circle, Plano, Texas
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75024
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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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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Class: Common Stock
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Shares Outstanding as of July 25, 2016:
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47,680,110
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June 30,
2016 |
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December 31,
2015 |
||||
ASSETS
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(unaudited)
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Cash and due from financial institutions
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$
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59,217
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$
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53,847
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Short-term interest-bearing deposits in other financial institutions
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363,407
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561,792
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Total cash and cash equivalents
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422,624
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615,639
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Securities available for sale, at fair value
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325,042
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311,708
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Securities held to maturity (fair value: June 30, 2016 — $233,944, December 31, 2015— $247,202)
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224,452
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240,433
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Loans held for sale, at fair value
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20,752
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22,535
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Loans held for investment:
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Loans held for investment (net of allowance for loan losses of $62,194 at June 30, 2016 and $47,093 at December 31, 2015)
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5,633,252
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5,017,554
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Loans held for investment - Warehouse Purchase Program
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980,390
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1,043,719
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Total loans held for investment
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6,613,642
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6,061,273
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FHLB stock and other restricted securities, at cost
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62,247
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63,075
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Bank-owned life insurance
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55,853
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55,231
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Premises and equipment, net
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71,232
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77,637
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Goodwill
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178,559
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180,776
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Other assets
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82,602
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63,633
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Total assets
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$
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8,057,005
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$
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7,691,940
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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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$
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1,235,731
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$
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1,170,272
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Interest-bearing demand
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811,015
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819,350
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Savings and money market
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2,249,490
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2,209,698
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Time
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1,326,446
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1,027,391
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Total deposits
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5,622,682
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5,226,711
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FHLB advances
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1,333,337
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1,439,904
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Repurchase agreements
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68,049
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83,269
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Subordinated debt
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85,231
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84,992
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Other borrowings
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24,894
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—
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Other liabilities
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79,508
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52,988
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Total liabilities
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7,213,701
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6,887,864
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Commitments and contingent liabilities
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Shareholders’ equity
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Preferred stock, $.01 par value; 10,000,000 shares authorized; 0 shares issued — June 30, 2016 and December 31, 2015
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—
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—
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Common stock, $.01 par value; 90,000,000 shares authorized; 47,670,440 shares issued — June 30, 2016 and 47,645,826 shares issued December 31, 2015
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476
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476
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Additional paid-in capital
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580,386
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576,753
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Retained earnings
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272,454
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240,496
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Accumulated other comprehensive income (loss), net
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2,918
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(133
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)
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Unearned Employee Stock Ownership Plan (ESOP) shares; 1,294,010 shares at June 30, 2016 and 1,365,457 shares at December 31, 2015
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(12,930
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)
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(13,516
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)
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Total shareholders’ equity
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843,304
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804,076
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Total liabilities and shareholders’ equity
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$
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8,057,005
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$
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7,691,940
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See accompanying notes to consolidated financial statements.
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Three Months Ended June 30,
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Six Months Ended June 30,
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2016
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2015
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2016
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2015
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Interest and dividend income
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Loans, including fees
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$
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73,376
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$
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61,551
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$
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142,182
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$
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119,586
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Taxable securities
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2,359
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2,252
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4,671
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4,751
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Nontaxable securities
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759
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724
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1,533
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1,442
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Interest-bearing deposits in other financial institutions
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392
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139
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722
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297
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FHLB and Federal Reserve Bank stock and other
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450
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301
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836
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509
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77,336
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64,967
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149,944
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126,585
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Interest expense
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Deposits
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4,422
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3,049
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8,544
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6,176
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FHLB advances
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2,103
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1,774
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3,776
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3,480
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Repurchase agreements and other borrowings
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1,457
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323
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2,919
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782
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7,982
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5,146
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15,239
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10,438
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Net interest income
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69,354
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59,821
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134,705
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116,147
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Provision for loan losses
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6,800
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3,750
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15,600
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6,750
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Net interest income after provision for loan losses
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62,554
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56,071
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119,105
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109,397
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Non-interest income
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Service charges and other fees
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8,927
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7,941
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17,108
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14,700
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Net gain on sale of mortgage loans
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2,250
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2,121
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3,830
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4,193
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Bank-owned life insurance income
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441
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424
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867
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843
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Gain on sale of available-for-sale securities
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65
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—
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65
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211
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Gain on sale and disposition of assets
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1,186
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429
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5,258
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457
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Other
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853
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1,049
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1,249
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967
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13,722
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11,964
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28,377
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21,371
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Non-interest expense
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Salaries and employee benefits
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22,867
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22,549
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45,204
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45,520
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Merger and acquisition costs
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—
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8
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—
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1,553
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Advertising
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1,035
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1,048
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2,071
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1,988
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Occupancy and equipment
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3,779
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3,838
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7,470
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7,646
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Outside professional services
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1,227
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625
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2,043
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1,375
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Regulatory assessments
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1,330
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1,146
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2,463
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1,968
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Data processing
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3,664
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2,537
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6,994
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5,332
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Office operations
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2,541
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2,652
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5,009
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5,045
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Other
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3,170
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2,505
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5,901
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4,258
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39,613
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36,908
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77,155
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74,685
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Income before income tax expense
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36,663
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31,127
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70,327
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56,083
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Income tax expense
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13,446
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10,876
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25,028
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19,508
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Net income
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$
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23,217
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$
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20,251
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$
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45,299
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$
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36,575
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Earnings per share:
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Basic
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$
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0.50
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$
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0.44
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$
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0.98
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$
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0.79
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Diluted
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$
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0.50
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$
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0.44
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$
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0.97
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$
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0.79
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Dividends declared per share
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$
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0.14
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$
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0.13
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$
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0.28
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$
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0.26
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||||||||
See accompanying notes to consolidated financial statements.
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2016
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2015
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2016
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|
2015
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||||||||
Net income
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$
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23,217
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$
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20,251
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$
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45,299
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$
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36,575
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Change in unrealized gains (losses) on securities available for sale
|
1,725
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(1,925
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)
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4,764
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(1,034
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)
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Reclassification of amount realized through sale of securities
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(65
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)
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|
—
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(65
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)
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(211
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)
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||||
Tax effect
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(583
|
)
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|
675
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(1,648
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)
|
|
437
|
|
||||
Other comprehensive income, net of tax
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1,077
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|
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(1,250
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)
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|
3,051
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|
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(808
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)
|
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Comprehensive income
|
$
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24,294
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$
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19,001
|
|
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$
|
48,350
|
|
|
$
|
35,767
|
|
See accompanying notes to consolidated financial statements.
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For the six months ended June 30, 2015
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income, Net
|
|
Unearned
ESOP Shares
|
|
Total
Shareholders’
Equity
|
||||||||||||
Balance at January 1, 2015
|
$
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400
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|
$
|
386,549
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|
|
$
|
195,327
|
|
|
$
|
930
|
|
|
$
|
(14,983
|
)
|
|
$
|
568,223
|
|
Net income
|
—
|
|
|
—
|
|
|
36,575
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|
|
—
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|
|
—
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|
|
36,575
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(808
|
)
|
|
—
|
|
|
(808
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)
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||||||
Dividends declared ($0.26 per share)
|
—
|
|
|
—
|
|
|
(12,409
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)
|
|
—
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|
|
—
|
|
|
(12,409
|
)
|
||||||
ESOP shares earned, (92,097 shares)
|
—
|
|
|
1,505
|
|
|
—
|
|
|
—
|
|
|
733
|
|
|
2,238
|
|
||||||
Share-based compensation expense
|
—
|
|
|
3,219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,219
|
|
||||||
Activity in employee stock plans, (112,522 shares)
|
1
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
651
|
|
||||||
Share repurchase, (357,950 shares)
|
(4
|
)
|
|
(7,985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,989
|
)
|
||||||
Acquisition of LegacyTexas Group, Inc., (7,850,070 shares)
|
79
|
|
|
187,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187,224
|
|
||||||
Balance at June 30, 2015
|
$
|
476
|
|
|
$
|
571,083
|
|
|
$
|
219,493
|
|
|
$
|
122
|
|
|
$
|
(14,250
|
)
|
|
$
|
776,924
|
|
For the six months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at January 1, 2016
|
$
|
476
|
|
|
$
|
576,753
|
|
|
$
|
240,496
|
|
|
$
|
(133
|
)
|
|
$
|
(13,516
|
)
|
|
$
|
804,076
|
|
Net income
|
—
|
|
|
—
|
|
|
45,299
|
|
|
—
|
|
|
—
|
|
|
45,299
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
3,051
|
|
|
—
|
|
|
3,051
|
|
||||||
Dividends declared ($0.28 per share)
|
—
|
|
|
—
|
|
|
(13,341
|
)
|
|
—
|
|
|
—
|
|
|
(13,341
|
)
|
||||||
ESOP shares earned, (71,447) shares
|
—
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
586
|
|
|
1,568
|
|
||||||
Share-based compensation expense
|
—
|
|
|
2,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,223
|
|
||||||
Activity in employee stock plans, (24,614 shares)
|
—
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||||
Balance at June 30, 2016
|
$
|
476
|
|
|
$
|
580,386
|
|
|
$
|
272,454
|
|
|
$
|
2,918
|
|
|
$
|
(12,930
|
)
|
|
$
|
843,304
|
|
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
45,299
|
|
|
$
|
36,575
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
15,600
|
|
|
6,750
|
|
||
Depreciation and amortization
|
3,506
|
|
|
3,636
|
|
||
Deferred tax expense (benefit)
|
(5,063
|
)
|
|
4,174
|
|
||
Premium amortization and accretion of securities, net
|
2,082
|
|
|
2,006
|
|
||
Accretion related to acquired loans
|
(2,532
|
)
|
|
(6,548
|
)
|
||
Gain on sale of available for sale securities
|
(65
|
)
|
|
(211
|
)
|
||
ESOP compensation expense
|
1,568
|
|
|
2,238
|
|
||
Share-based compensation expense
|
2,223
|
|
|
3,219
|
|
||
Net gain on loans held for sale
|
(3,830
|
)
|
|
(4,193
|
)
|
||
Loans originated or purchased for sale
|
(100,690
|
)
|
|
(114,637
|
)
|
||
Proceeds from sale of loans held for sale
|
106,303
|
|
|
116,566
|
|
||
FHLB stock dividends
|
(238
|
)
|
|
(65
|
)
|
||
Bank-owned life insurance income
|
(867
|
)
|
|
(843
|
)
|
||
(Gain) on sale and disposition of repossessed assets, premises and equipment
|
(3,937
|
)
|
|
(176
|
)
|
||
Disposition of insurance subsidiary goodwill upon sale of subsidiary operations
|
2,217
|
|
|
—
|
|
||
Net change in deferred loan fees/costs
|
(4,259
|
)
|
|
470
|
|
||
Net change in accrued interest receivable
|
(2,448
|
)
|
|
(1,922
|
)
|
||
Net change in other assets
|
(4,974
|
)
|
|
5,913
|
|
||
Net change in other liabilities
|
25,107
|
|
|
2,094
|
|
||
Net cash provided by operating activities
|
75,002
|
|
|
55,046
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
||||
Maturities, prepayments and calls
|
228,710
|
|
|
31,352
|
|
||
Purchases
|
(246,485
|
)
|
|
(44,730
|
)
|
||
Proceeds from sale of AFS securities
|
7,700
|
|
|
16,581
|
|
||
Held-to-maturity securities:
|
|
|
|
||||
Maturities, prepayments and calls
|
21,177
|
|
|
26,710
|
|
||
Purchases
|
(5,774
|
)
|
|
(6,335
|
)
|
||
Originations of Warehouse Purchase Program loans
|
(8,729,890
|
)
|
|
(7,987,452
|
)
|
||
Proceeds from pay-offs of Warehouse Purchase Program loans
|
8,793,219
|
|
|
7,688,871
|
|
||
Net change in loans held for investment, excluding Warehouse Purchase Program loans
|
(635,097
|
)
|
|
(356,801
|
)
|
||
Redemption (purchase) of FHLB and Federal Reserve Bank stock and other
|
1,066
|
|
|
(21,386
|
)
|
||
Cash received in excess of cash paid for acquisition of LegacyTexas Group, Inc.
|
—
|
|
|
128,598
|
|
||
Purchases of premises and equipment
|
(2,278
|
)
|
|
(3,476
|
)
|
||
Proceeds from sale of assets
|
13,470
|
|
|
8,225
|
|
||
Net cash (used in) investing activities
|
(554,182
|
)
|
|
(519,843
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
23,217
|
|
|
$
|
20,251
|
|
|
$
|
45,299
|
|
|
$
|
36,575
|
|
Distributed and undistributed earnings to participating securities
|
(103
|
)
|
|
(160
|
)
|
|
(232
|
)
|
|
(299
|
)
|
||||
Income available to common shareholders
|
$
|
23,114
|
|
|
$
|
20,091
|
|
|
$
|
45,067
|
|
|
$
|
36,276
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
47,658,896
|
|
|
47,611,263
|
|
|
47,652,361
|
|
|
47,680,597
|
|
||||
Less: Average unallocated ESOP shares
|
(1,317,433
|
)
|
|
(1,487,747
|
)
|
|
(1,335,294
|
)
|
|
(1,510,641
|
)
|
||||
Average unvested restricted stock awards
|
(205,464
|
)
|
|
(363,284
|
)
|
|
(236,942
|
)
|
|
(377,612
|
)
|
||||
Average shares for basic earnings per share
|
46,135,999
|
|
|
45,760,232
|
|
|
46,080,125
|
|
|
45,792,344
|
|
||||
Basic earnings per common share
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.98
|
|
|
$
|
0.79
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income available to common shareholders
|
$
|
23,114
|
|
|
$
|
20,091
|
|
|
$
|
45,067
|
|
|
$
|
36,276
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Average shares for basic earnings per share
|
46,135,999
|
|
|
45,760,232
|
|
|
46,080,125
|
|
|
45,792,344
|
|
||||
Dilutive effect of share-based compensation plan
|
216,142
|
|
|
271,035
|
|
|
163,745
|
|
|
214,267
|
|
||||
Average shares for diluted earnings per share
|
46,352,141
|
|
|
46,031,267
|
|
|
46,243,870
|
|
|
46,006,611
|
|
||||
Diluted earnings per common share
|
$
|
0.50
|
|
|
$
|
0.44
|
|
|
$
|
0.97
|
|
|
$
|
0.79
|
|
Share awards excluded in the computation of diluted earnings per share because the exercise price was greater than the common stock average market price and were therefore antidilutive
|
830,600
|
|
|
841,623
|
|
|
946,166
|
|
|
1,053,800
|
|
June 30, 2016
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Agency residential mortgage-backed securities
1
|
$
|
221,289
|
|
|
$
|
2,646
|
|
|
$
|
96
|
|
|
$
|
223,839
|
|
Agency commercial mortgage-backed securities
1
|
9,453
|
|
|
222
|
|
|
—
|
|
|
9,675
|
|
||||
Agency residential collateralized mortgage obligations
1
|
36,195
|
|
|
472
|
|
|
48
|
|
|
36,619
|
|
||||
US government and agency securities
|
14,597
|
|
|
234
|
|
|
—
|
|
|
14,831
|
|
||||
Municipal bonds
|
39,014
|
|
|
1,128
|
|
|
64
|
|
|
40,078
|
|
||||
Total securities
|
$
|
320,548
|
|
|
$
|
4,702
|
|
|
$
|
208
|
|
|
$
|
325,042
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Agency residential mortgage-backed securities
1
|
$
|
224,582
|
|
|
$
|
841
|
|
|
$
|
1,575
|
|
|
$
|
223,848
|
|
Agency commercial mortgage-backed securities
1
|
9,483
|
|
|
—
|
|
|
66
|
|
|
9,417
|
|
||||
Agency residential collateralized mortgage obligations
1
|
22,430
|
|
|
26
|
|
|
142
|
|
|
22,314
|
|
||||
US government and agency securities
|
14,906
|
|
|
148
|
|
|
—
|
|
|
15,054
|
|
||||
Municipal bonds
|
40,512
|
|
|
637
|
|
|
74
|
|
|
41,075
|
|
||||
Total securities
|
$
|
311,913
|
|
|
$
|
1,652
|
|
|
$
|
1,857
|
|
|
$
|
311,708
|
|
June 30, 2016
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Agency residential mortgage-backed securities
1
|
$
|
79,909
|
|
|
$
|
2,529
|
|
|
$
|
2
|
|
|
$
|
82,436
|
|
Agency commercial mortgage-backed securities
1
|
28,306
|
|
|
1,916
|
|
|
—
|
|
|
30,222
|
|
||||
Agency residential collateralized mortgage obligations
1
|
49,738
|
|
|
1,343
|
|
|
32
|
|
|
51,049
|
|
||||
Municipal bonds
|
66,499
|
|
|
3,750
|
|
|
12
|
|
|
70,237
|
|
||||
Total securities
|
$
|
224,452
|
|
|
$
|
9,538
|
|
|
$
|
46
|
|
|
$
|
233,944
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Agency residential mortgage-backed securities
1
|
$
|
87,935
|
|
|
$
|
1,837
|
|
|
$
|
284
|
|
|
$
|
89,488
|
|
Agency commercial mortgage-backed securities
1
|
24,848
|
|
|
913
|
|
|
64
|
|
|
25,697
|
|
||||
Agency residential collateralized mortgage obligations
1
|
59,174
|
|
|
1,087
|
|
|
55
|
|
|
60,206
|
|
||||
Municipal bonds
|
68,476
|
|
|
3,447
|
|
|
112
|
|
|
71,811
|
|
||||
Total securities
|
$
|
240,433
|
|
|
$
|
7,284
|
|
|
$
|
515
|
|
|
$
|
247,202
|
|
|
Held to maturity
|
|
Available for sale
|
||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Fair Value
|
||||||
Due in one year or less
|
$
|
1,707
|
|
|
$
|
1,729
|
|
|
$
|
14,307
|
|
Due after one to five years
|
7,816
|
|
|
8,182
|
|
|
13,971
|
|
|||
Due after five to ten years
|
47,063
|
|
|
50,151
|
|
|
16,860
|
|
|||
Due after ten years
|
9,913
|
|
|
10,175
|
|
|
9,771
|
|
|||
Agency residential mortgage-backed securities
|
79,909
|
|
|
82,436
|
|
|
223,839
|
|
|||
Agency commercial mortgage-backed securities
|
28,306
|
|
|
30,222
|
|
|
9,675
|
|
|||
Agency residential collateralized mortgage obligations
|
49,738
|
|
|
51,049
|
|
|
36,619
|
|
|||
Total
|
$
|
224,452
|
|
|
$
|
233,944
|
|
|
$
|
325,042
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Proceeds
|
$
|
7,700
|
|
|
$
|
—
|
|
|
$
|
7,700
|
|
|
$
|
16,581
|
|
Gross gains
|
72
|
|
|
—
|
|
|
72
|
|
|
211
|
|
||||
Gross losses
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Tax benefit of securities gains/losses
|
23
|
|
|
—
|
|
|
23
|
|
|
74
|
|
AFS
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
June 30, 2016
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Agency residential mortgage-backed securities
1
|
$
|
9,616
|
|
|
$
|
50
|
|
|
$
|
1,957
|
|
|
$
|
46
|
|
|
$
|
11,573
|
|
|
$
|
96
|
|
Agency residential collateralized mortgage obligations
1
|
925
|
|
|
7
|
|
|
4,062
|
|
|
41
|
|
|
4,987
|
|
|
48
|
|
||||||
Municipal bonds
|
1,920
|
|
|
16
|
|
|
2,975
|
|
|
48
|
|
|
4,895
|
|
|
64
|
|
||||||
Total temporarily impaired
|
$
|
12,461
|
|
|
$
|
73
|
|
|
$
|
8,994
|
|
|
$
|
135
|
|
|
$
|
21,455
|
|
|
$
|
208
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency residential mortgage-backed securities
1
|
$
|
158,172
|
|
|
$
|
1,353
|
|
|
$
|
10,474
|
|
|
$
|
222
|
|
|
$
|
168,646
|
|
|
$
|
1,575
|
|
Agency commercial mortgage-backed securities
1
|
9,417
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
9,417
|
|
|
66
|
|
||||||
Agency residential collateralized mortgage obligations
1
|
13,517
|
|
|
81
|
|
|
6,992
|
|
|
61
|
|
|
20,509
|
|
|
142
|
|
||||||
Municipal bonds
|
7,249
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
7,249
|
|
|
74
|
|
||||||
Total temporarily impaired
|
$
|
188,355
|
|
|
$
|
1,574
|
|
|
$
|
17,466
|
|
|
$
|
283
|
|
|
$
|
205,821
|
|
|
$
|
1,857
|
|
HTM
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
June 30, 2016
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Agency residential mortgage-backed securities
1
|
$
|
2,057
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,057
|
|
|
$
|
2
|
|
Agency residential collateralized mortgage obligations
1
|
3,022
|
|
|
3
|
|
|
2,218
|
|
|
29
|
|
|
5,240
|
|
|
32
|
|
||||||
Municipal bonds
|
279
|
|
|
1
|
|
|
1,086
|
|
|
11
|
|
|
1,365
|
|
|
12
|
|
||||||
Total temporarily impaired
|
$
|
5,358
|
|
|
$
|
6
|
|
|
$
|
3,304
|
|
|
$
|
40
|
|
|
$
|
8,662
|
|
|
$
|
46
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency residential mortgage-backed securities
1
|
$
|
41,935
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,935
|
|
|
$
|
284
|
|
Agency commercial mortgage-backed securities
1
|
3,805
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
3,805
|
|
|
64
|
|
||||||
Agency residential collateralized mortgage obligations
1
|
3,714
|
|
|
6
|
|
|
3,060
|
|
|
49
|
|
|
6,774
|
|
|
55
|
|
||||||
Municipal bonds
|
1,638
|
|
|
10
|
|
|
6,369
|
|
|
102
|
|
|
8,007
|
|
|
112
|
|
||||||
Total temporarily impaired
|
$
|
51,092
|
|
|
$
|
364
|
|
|
$
|
9,429
|
|
|
$
|
151
|
|
|
$
|
60,521
|
|
|
$
|
515
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Loans held for sale
|
$
|
20,752
|
|
|
$
|
22,535
|
|
|
|
|
|
||||
Loans held for investment:
|
|
|
|
||||
Commercial real estate
|
$
|
2,520,431
|
|
|
$
|
2,177,543
|
|
Commercial and industrial
|
1,782,463
|
|
|
1,612,669
|
|
||
Construction and land
|
281,936
|
|
|
269,708
|
|
||
Consumer real estate
|
1,046,794
|
|
|
936,757
|
|
||
Other consumer
|
61,423
|
|
|
69,830
|
|
||
Gross loans held for investment, excluding Warehouse Purchase Program
|
5,693,047
|
|
|
5,066,507
|
|
||
Net of:
|
|
|
|
||||
Deferred costs (fees) and discounts, net
|
2,399
|
|
|
(1,860
|
)
|
||
Allowance for loan losses
|
(62,194
|
)
|
|
(47,093
|
)
|
||
Net loans held for investment, excluding Warehouse Purchase Program
|
5,633,252
|
|
|
5,017,554
|
|
||
Warehouse Purchase Program
|
980,390
|
|
|
1,043,719
|
|
||
Total loans held for investment
|
$
|
6,613,642
|
|
|
$
|
6,061,273
|
|
For the three months ended June 30, 2016
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
|
Other Consumer
|
|
Total
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance - April 1, 2016
|
$
|
15,274
|
|
|
$
|
31,431
|
|
|
$
|
3,430
|
|
|
$
|
4,252
|
|
|
$
|
1,097
|
|
|
$
|
55,484
|
|
Charge-offs
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
(70
|
)
|
|
(193
|
)
|
|
(345
|
)
|
||||||
Recoveries
|
3
|
|
|
178
|
|
|
—
|
|
|
9
|
|
|
65
|
|
|
255
|
|
||||||
Provision expense
|
889
|
|
|
4,852
|
|
|
520
|
|
|
398
|
|
|
141
|
|
|
6,800
|
|
||||||
Ending balance - June 30, 2016
|
$
|
16,166
|
|
|
$
|
36,379
|
|
|
$
|
3,950
|
|
|
$
|
4,589
|
|
|
$
|
1,110
|
|
|
$
|
62,194
|
|
For the six months ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance - January 1, 2016
|
$
|
14,123
|
|
|
$
|
24,975
|
|
|
$
|
3,013
|
|
|
$
|
3,992
|
|
|
$
|
990
|
|
|
$
|
47,093
|
|
Charge-offs
|
—
|
|
|
(465
|
)
|
|
—
|
|
|
(70
|
)
|
|
(391
|
)
|
|
(926
|
)
|
||||||
Recoveries
|
9
|
|
|
214
|
|
|
—
|
|
|
52
|
|
|
152
|
|
|
427
|
|
||||||
Provision expense
|
2,034
|
|
|
11,655
|
|
|
937
|
|
|
615
|
|
|
359
|
|
|
15,600
|
|
||||||
Ending balance - June 30, 2016
|
$
|
16,166
|
|
|
$
|
36,379
|
|
|
$
|
3,950
|
|
|
$
|
4,589
|
|
|
$
|
1,110
|
|
|
$
|
62,194
|
|
Allowance ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
355
|
|
|
$
|
8,250
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
55
|
|
|
$
|
8,769
|
|
Collectively evaluated for impairment
|
15,811
|
|
|
28,129
|
|
|
3,950
|
|
|
4,480
|
|
|
1,055
|
|
|
53,425
|
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
1,341
|
|
|
31,370
|
|
|
27
|
|
|
4,924
|
|
|
90
|
|
|
37,752
|
|
||||||
Collectively evaluated for impairment
|
2,512,377
|
|
|
1,750,814
|
|
|
281,909
|
|
|
1,041,004
|
|
|
61,060
|
|
|
5,647,164
|
|
||||||
PCI loans
|
6,713
|
|
|
279
|
|
|
—
|
|
|
866
|
|
|
273
|
|
|
8,131
|
|
||||||
Ending balance
|
$
|
2,520,431
|
|
|
$
|
1,782,463
|
|
|
$
|
281,936
|
|
|
$
|
1,046,794
|
|
|
$
|
61,423
|
|
|
$
|
5,693,047
|
|
For the three months ended June 30, 2015
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
|
Other Consumer
|
|
Total
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance - April 1, 2015
|
$
|
12,610
|
|
|
$
|
10,741
|
|
|
$
|
463
|
|
|
$
|
3,983
|
|
|
$
|
479
|
|
|
$
|
28,276
|
|
Charge-offs
|
(78
|
)
|
|
(977
|
)
|
|
—
|
|
|
(27
|
)
|
|
(275
|
)
|
|
(1,357
|
)
|
||||||
Recoveries
|
—
|
|
|
42
|
|
|
—
|
|
|
14
|
|
|
142
|
|
|
198
|
|
||||||
Provision expense (benefit)
|
(1,247
|
)
|
|
3,415
|
|
|
1,068
|
|
|
150
|
|
|
364
|
|
|
3,750
|
|
||||||
Ending balance - June 30, 2015
|
$
|
11,285
|
|
|
$
|
13,221
|
|
|
$
|
1,531
|
|
|
$
|
4,120
|
|
|
$
|
710
|
|
|
$
|
30,867
|
|
For the six months ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance - January 1, 2015
|
$
|
11,830
|
|
|
$
|
9,068
|
|
|
$
|
174
|
|
|
$
|
4,069
|
|
|
$
|
408
|
|
|
$
|
25,549
|
|
Charge-offs
|
(82
|
)
|
|
(1,041
|
)
|
|
—
|
|
|
(215
|
)
|
|
(523
|
)
|
|
(1,861
|
)
|
||||||
Recoveries
|
21
|
|
|
101
|
|
|
—
|
|
|
60
|
|
|
247
|
|
|
429
|
|
||||||
Provision expense (benefit)
|
(484
|
)
|
|
5,093
|
|
|
1,357
|
|
|
206
|
|
|
578
|
|
|
6,750
|
|
||||||
Ending balance - June 30, 2015
|
$
|
11,285
|
|
|
$
|
13,221
|
|
|
$
|
1,531
|
|
|
$
|
4,120
|
|
|
$
|
710
|
|
|
$
|
30,867
|
|
Allowance ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
897
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
10
|
|
|
$
|
2,041
|
|
Collectively evaluated for impairment
|
10,388
|
|
|
12,143
|
|
|
1,531
|
|
|
4,064
|
|
|
700
|
|
|
28,826
|
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
4,282
|
|
|
12,648
|
|
|
141
|
|
|
5,041
|
|
|
191
|
|
|
22,303
|
|
||||||
Collectively evaluated for impairment
|
1,914,846
|
|
|
1,293,671
|
|
|
230,000
|
|
|
840,099
|
|
|
79,258
|
|
|
4,357,874
|
|
||||||
PCI loans
|
11,128
|
|
|
1,849
|
|
|
441
|
|
|
842
|
|
|
349
|
|
|
14,609
|
|
||||||
Ending balance
|
$
|
1,930,256
|
|
|
$
|
1,308,168
|
|
|
$
|
230,582
|
|
|
$
|
845,982
|
|
|
$
|
79,798
|
|
|
$
|
4,394,786
|
|
June 30, 2016
|
|
Unpaid
Contractual Principal Balance |
|
Recorded
Investment With No Allowance |
|
Recorded
Investment With Allowance |
|
Total Recorded Investment
|
|
Related
Allowance |
||||||||||
Commercial real estate
|
|
$
|
1,459
|
|
|
$
|
248
|
|
|
$
|
1,093
|
|
|
$
|
1,341
|
|
|
$
|
332
|
|
Commercial and industrial
|
|
33,305
|
|
|
2,648
|
|
|
28,722
|
|
|
31,370
|
|
|
8,249
|
|
|||||
Construction and land
|
|
34
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|||||
Consumer real estate
|
|
5,612
|
|
|
4,913
|
|
|
11
|
|
|
4,924
|
|
|
11
|
|
|||||
Other consumer
|
|
123
|
|
|
39
|
|
|
51
|
|
|
90
|
|
|
29
|
|
|||||
Total
|
|
$
|
40,533
|
|
|
$
|
7,875
|
|
|
$
|
29,877
|
|
|
$
|
37,752
|
|
|
$
|
8,621
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
|
$
|
11,682
|
|
|
$
|
10,618
|
|
|
$
|
962
|
|
|
$
|
11,580
|
|
|
$
|
303
|
|
Commercial and industrial
|
|
18,649
|
|
|
13,894
|
|
|
3,012
|
|
|
16,906
|
|
|
1,467
|
|
|||||
Construction and land
|
|
38
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|||||
Consumer real estate
|
|
5,327
|
|
|
4,754
|
|
|
13
|
|
|
4,767
|
|
|
13
|
|
|||||
Other consumer
|
|
199
|
|
|
49
|
|
|
71
|
|
|
120
|
|
|
45
|
|
|||||
Total
|
|
$
|
35,895
|
|
|
$
|
29,348
|
|
|
$
|
4,058
|
|
|
$
|
33,406
|
|
|
$
|
1,828
|
|
June 30, 2016
|
|
Current Quarter Average
Recorded Investment |
|
Year-to-Date
Average
Recorded Investment |
|
Current Quarter Interest
Income Recognized |
|
Year-to-Date
Interest
Income Recognized |
||||||||
Commercial real estate
|
|
$
|
1,376
|
|
|
$
|
5,836
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Commercial and industrial
|
|
30,351
|
|
|
25,076
|
|
|
—
|
|
|
1
|
|
||||
Construction and land
|
|
29
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Consumer real estate
|
|
6,040
|
|
|
5,834
|
|
|
4
|
|
|
8
|
|
||||
Other consumer
|
|
98
|
|
|
105
|
|
|
1
|
|
|
2
|
|
||||
Total
|
|
$
|
37,894
|
|
|
$
|
36,882
|
|
|
$
|
7
|
|
|
$
|
15
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
$
|
5,886
|
|
|
$
|
6,537
|
|
|
$
|
9
|
|
|
$
|
19
|
|
Commercial and industrial
|
|
9,881
|
|
|
8,187
|
|
|
2
|
|
|
5
|
|
||||
Construction and land
|
|
141
|
|
|
125
|
|
|
—
|
|
|
—
|
|
||||
Consumer real estate
|
|
5,103
|
|
|
5,319
|
|
|
3
|
|
|
5
|
|
||||
Other consumer
|
|
216
|
|
|
245
|
|
|
1
|
|
|
2
|
|
||||
Total
|
|
$
|
21,227
|
|
|
$
|
20,413
|
|
|
$
|
15
|
|
|
$
|
31
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Commercial real estate
|
$
|
1,183
|
|
|
$
|
11,418
|
|
Commercial and industrial
|
31,362
|
|
|
16,877
|
|
||
Construction and land
|
27
|
|
|
33
|
|
||
Consumer real estate
|
10,005
|
|
|
9,781
|
|
||
Other consumer
|
274
|
|
|
107
|
|
||
Total
|
$
|
42,851
|
|
|
$
|
38,216
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Nonaccrual TDRs
(1)
|
$
|
13,200
|
|
|
$
|
6,207
|
|
Performing TDRs
(2)
|
565
|
|
|
605
|
|
||
Total
|
$
|
13,765
|
|
|
$
|
6,812
|
|
Specific reserves on TDRs
|
$
|
549
|
|
|
$
|
487
|
|
Outstanding commitments to lend additional funds to borrowers with TDR loans
|
—
|
|
|
—
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||||||||||||
|
Principal Deferrals
(1)
|
|
Combination of Rate Reduction and Principal Deferral
|
|
Other
|
|
Total
|
|
Principal Deferrals
(1)
|
|
Combination of Rate Reduction and Principal Deferral
|
|
Other
|
|
Total
|
||||||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
7,138
|
|
(2)
|
$
|
7,144
|
|
Consumer real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
81
|
|
|
—
|
|
|
148
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
81
|
|
|
$
|
7,138
|
|
|
$
|
7,292
|
|
|
Three Months Ended June 30, 2015
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
80
|
|
Consumer real estate
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|
62
|
|
|
—
|
|
|
149
|
|
||||||||
Total
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
87
|
|
|
$
|
62
|
|
|
$
|
80
|
|
|
$
|
229
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Construction and land
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
101
|
|
Consumer real estate
|
—
|
|
|
65
|
|
|
$
|
35
|
|
|
$
|
65
|
|
||
Total
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
35
|
|
|
$
|
166
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Carrying amount
1
|
$
|
7,983
|
|
|
$
|
11,804
|
|
Outstanding balance
|
8,883
|
|
|
13,053
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Beginning balance
|
$
|
3,056
|
|
|
$
|
3,736
|
|
|
$
|
3,356
|
|
|
$
|
2,100
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
||||
Reclassifications (to) from nonaccretable
|
(493
|
)
|
|
299
|
|
|
(256
|
)
|
|
406
|
|
||||
Disposals
|
(14
|
)
|
|
(350
|
)
|
|
(282
|
)
|
|
(354
|
)
|
||||
Accretion
|
(273
|
)
|
|
(375
|
)
|
|
(542
|
)
|
|
(749
|
)
|
||||
Balance at end of period
|
$
|
2,276
|
|
|
$
|
3,310
|
|
|
$
|
2,276
|
|
|
$
|
3,310
|
|
June 30, 2016
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
90 Days and Greater Past Due
|
|
Total Loans Past Due
|
|
Current Loans
1
|
|
Total Loans
|
||||||||||||
Commercial real estate
|
$
|
32
|
|
|
$
|
1,448
|
|
|
$
|
160
|
|
|
$
|
1,640
|
|
|
$
|
2,518,791
|
|
|
$
|
2,520,431
|
|
Commercial and industrial
|
6,786
|
|
|
619
|
|
|
12,592
|
|
|
19,997
|
|
|
1,762,466
|
|
|
1,782,463
|
|
||||||
Construction and land
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
281,818
|
|
|
281,936
|
|
||||||
Consumer real estate
|
203
|
|
|
4,109
|
|
|
2,059
|
|
|
6,371
|
|
|
1,040,423
|
|
|
1,046,794
|
|
||||||
Other consumer
|
663
|
|
|
63
|
|
|
114
|
|
|
840
|
|
|
60,583
|
|
|
61,423
|
|
||||||
Total
|
$
|
7,802
|
|
|
$
|
6,239
|
|
|
$
|
14,925
|
|
|
$
|
28,966
|
|
|
$
|
5,664,081
|
|
|
$
|
5,693,047
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
16
|
|
|
$
|
176
|
|
|
$
|
10,269
|
|
|
$
|
10,461
|
|
|
$
|
2,167,082
|
|
|
$
|
2,177,543
|
|
Commercial and industrial
|
884
|
|
|
670
|
|
|
12,255
|
|
|
13,809
|
|
|
1,598,860
|
|
|
1,612,669
|
|
||||||
Construction and land
|
623
|
|
|
—
|
|
|
—
|
|
|
623
|
|
|
269,085
|
|
|
269,708
|
|
||||||
Consumer real estate
|
10,880
|
|
|
2,463
|
|
|
3,458
|
|
|
16,801
|
|
|
919,956
|
|
|
936,757
|
|
||||||
Other consumer
|
463
|
|
|
37
|
|
|
—
|
|
|
500
|
|
|
69,330
|
|
|
69,830
|
|
||||||
Total
|
$
|
12,866
|
|
|
$
|
3,346
|
|
|
$
|
25,982
|
|
|
$
|
42,194
|
|
|
$
|
5,024,313
|
|
|
$
|
5,066,507
|
|
June 30, 2016
|
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
||||||||
Grade:
1
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
2,496,101
|
|
|
$
|
1,530,291
|
|
|
$
|
281,819
|
|
|
$
|
1,030,771
|
|
Special Mention
|
|
8,925
|
|
|
131,071
|
|
|
—
|
|
|
2,801
|
|
||||
Substandard
|
|
14,470
|
|
|
121,044
|
|
|
90
|
|
|
9,855
|
|
||||
Doubtful
|
|
935
|
|
|
57
|
|
|
27
|
|
|
3,367
|
|
||||
Total
|
|
$
|
2,520,431
|
|
|
$
|
1,782,463
|
|
|
$
|
281,936
|
|
|
$
|
1,046,794
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Grade:
1
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
2,135,539
|
|
|
$
|
1,460,725
|
|
|
$
|
269,582
|
|
|
$
|
920,519
|
|
Special Mention
|
|
13,633
|
|
|
92,048
|
|
|
—
|
|
|
3,327
|
|
||||
Substandard
|
|
27,572
|
|
|
59,835
|
|
|
93
|
|
|
9,606
|
|
||||
Doubtful
|
|
799
|
|
|
61
|
|
|
33
|
|
|
3,305
|
|
||||
Total
|
|
$
|
2,177,543
|
|
|
$
|
1,612,669
|
|
|
$
|
269,708
|
|
|
$
|
936,757
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Performing
|
$
|
61,149
|
|
|
$
|
69,723
|
|
Non-performing
|
274
|
|
|
107
|
|
||
Total
|
$
|
61,423
|
|
|
$
|
69,830
|
|
|
|
Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
|
||||||
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
|
||||
Agency residential mortgage-backed securities
|
|
$
|
223,839
|
|
|
$
|
223,848
|
|
Agency commercial mortgage-backed securities
|
|
9,675
|
|
|
9,417
|
|
||
Agency residential collateralized mortgage obligations
|
|
36,619
|
|
|
22,314
|
|
||
US government and agency securities
|
|
14,831
|
|
|
15,054
|
|
||
Municipal bonds
|
|
40,078
|
|
|
41,075
|
|
||
Total securities available for sale
|
|
$
|
325,042
|
|
|
$
|
311,708
|
|
|
|
|
|
|
||||
Loans held for sale
|
|
$
|
20,752
|
|
|
$
|
22,535
|
|
Derivative financial instruments:
|
|
|
|
|
||||
Interest rate lock commitments
|
|
717
|
|
|
421
|
|
||
Forward mortgage-backed securities trades
|
|
—
|
|
|
15
|
|
||
Loan customer counterparty
|
|
1,704
|
|
|
260
|
|
||
Liabilities:
|
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
|
||||
Interest rate lock commitments
|
|
—
|
|
|
—
|
|
||
Forward mortgage-backed securities trades
|
|
173
|
|
|
29
|
|
||
Financial institution counterparty
|
|
1,704
|
|
|
260
|
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
|
||||
Impaired loans
|
|
$
|
21,256
|
|
|
$
|
2,230
|
|
Foreclosed assets:
|
|
|
|
|
||||
Commercial real estate
|
|
11,888
|
|
|
4,784
|
|
||
Construction and land
|
|
1,447
|
|
|
1,802
|
|
||
Residential real estate
|
|
33
|
|
|
106
|
|
|
|
|
|
Fair Value
|
||||||||||||
June 30, 2016
|
|
Carrying
Amount
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
422,624
|
|
|
$
|
422,624
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
|
224,452
|
|
|
—
|
|
|
233,944
|
|
|
—
|
|
||||
Loans held for investment, net
|
|
5,633,252
|
|
|
—
|
|
|
—
|
|
|
5,772,856
|
|
||||
Loans held for investment - Warehouse Purchase Program
|
|
980,390
|
|
|
—
|
|
|
—
|
|
|
980,524
|
|
||||
FHLB and other restricted securities, at cost
|
|
62,247
|
|
|
—
|
|
|
62,247
|
|
|
—
|
|
||||
Accrued interest receivable
|
|
19,557
|
|
|
19,557
|
|
|
—
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
$
|
5,622,682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,410,523
|
|
FHLB advances
|
|
1,333,337
|
|
|
—
|
|
|
—
|
|
|
1,330,620
|
|
||||
Repurchase agreements
|
|
68,049
|
|
|
—
|
|
|
—
|
|
|
68,048
|
|
||||
Subordinated debt
|
|
85,231
|
|
|
—
|
|
|
—
|
|
|
82,309
|
|
||||
Other borrowings
|
|
24,894
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
||||
Accrued interest payable
|
|
1,955
|
|
|
1,955
|
|
|
—
|
|
|
—
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
615,639
|
|
|
$
|
615,639
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
|
240,433
|
|
|
—
|
|
|
247,202
|
|
|
—
|
|
||||
Loans held for investment, net
|
|
5,017,554
|
|
|
—
|
|
|
—
|
|
|
5,083,093
|
|
||||
Loans held for investment - Warehouse Purchase Program
|
|
1,043,719
|
|
|
—
|
|
|
—
|
|
|
1,042,434
|
|
||||
FHLB and other restricted securities, at cost
|
|
63,075
|
|
|
—
|
|
|
63,075
|
|
|
—
|
|
||||
Accrued interest receivable
|
|
17,109
|
|
|
17,109
|
|
|
—
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
$
|
5,226,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,920,648
|
|
FHLB advances
|
|
1,439,904
|
|
|
—
|
|
|
—
|
|
|
1,433,125
|
|
||||
Repurchase agreement
|
|
83,269
|
|
|
—
|
|
|
—
|
|
|
81,956
|
|
||||
Subordinated debt
|
|
84,992
|
|
|
—
|
|
|
—
|
|
|
85,771
|
|
||||
Accrued interest payable
|
|
1,653
|
|
|
1,653
|
|
|
—
|
|
|
—
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
Derivative Positions related to Mortgage Loans Held for Sale:
|
|
Expiration Dates
|
|
Outstanding Notional Balance
|
|
Fair Value
|
|
Expiration Dates
|
|
Outstanding Notional Balance
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
|
2016
|
|
$
|
17,150
|
|
|
$
|
717
|
|
|
2016
|
|
$
|
12,518
|
|
|
$
|
421
|
|
Forward mortgage-backed securities trades
|
|
2016
|
|
—
|
|
|
—
|
|
|
2016
|
|
11,874
|
|
|
15
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forward mortgage-backed securities trades
|
|
2016
|
|
$
|
26,035
|
|
|
$
|
173
|
|
|
2016
|
|
$
|
8,500
|
|
|
$
|
29
|
|
Derivative Positions related to Commercial Loan Interest Rate Swaps and Caps:
|
|
Outstanding
Notional Amount
|
|
Estimated Fair Value
|
|
Weighted-Average Interest Rate
|
||||||||
|
|
|
Received
|
|
Paid
|
|||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
||||||
Loan customer counterparty
|
|
$
|
99,572
|
|
|
$
|
1,704
|
|
|
5.24
|
%
|
|
3.76
|
%
|
Financial institution counterparty
|
|
(99,572
|
)
|
|
(1,704
|
)
|
|
3.76
|
|
|
5.24
|
|
||
|
|
|
|
|
|
|
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||
Loan customer counterparty
|
|
$
|
24,796
|
|
|
$
|
260
|
|
|
5.01
|
%
|
|
3.37
|
%
|
Financial institution counterparty
|
|
(24,796
|
)
|
|
(260
|
)
|
|
3.37
|
|
|
5.01
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restricted stock
|
$
|
733
|
|
|
$
|
1,070
|
|
|
$
|
1,181
|
|
|
$
|
2,262
|
|
Stock options
|
493
|
|
|
430
|
|
|
1,042
|
|
|
957
|
|
||||
Income tax benefit
|
429
|
|
|
525
|
|
|
778
|
|
|
1,127
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
Time-Vested Shares
|
|
Performance-Based Shares
|
||||||||||
|
Shares
|
|
Weighted-Average Grant Date Fair Value per Share
1
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value per Share
2
|
||||||
Non-vested at December 31, 2015
|
246,461
|
|
|
$
|
20.98
|
|
|
61,800
|
|
|
$
|
25.02
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(96,665
|
)
|
|
20.86
|
|
|
(20,600
|
)
|
|
25.02
|
|
||
Non-vested at June 30, 2016
|
149,796
|
|
|
$
|
20.81
|
|
|
41,200
|
|
|
$
|
26.33
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
per Share
|
|
Weighted-
Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
||||||
Outstanding at December 31, 2015
|
1,865,750
|
|
|
$
|
22.21
|
|
|
7.9
|
|
|
$
|
6,401
|
|
Granted
|
19,000
|
|
|
21.73
|
|
|
10.0
|
|
|
—
|
|
||
Exercised
|
(24,614
|
)
|
|
19.97
|
|
|
—
|
|
|
127
|
|
||
Forfeited
|
(59,666
|
)
|
|
24.91
|
|
|
—
|
|
|
—
|
|
||
Outstanding at June 30, 2016
|
1,800,470
|
|
|
22.14
|
|
|
7.3
|
|
|
8,641
|
|
||
Fully vested and expected to vest
|
1,795,218
|
|
|
22.14
|
|
|
7.3
|
|
|
8,625
|
|
||
Exercisable at June 30, 2016
|
805,534
|
|
|
$
|
19.79
|
|
|
6.4
|
|
|
$
|
5,742
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Net deferred tax assets
|
$
|
24,455
|
|
|
$
|
21,040
|
|
Estimated annual effective tax rate
|
35
|
%
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Unused commitments to extend credit
|
$
|
1,356,035
|
|
|
$
|
1,211,964
|
|
Unused capacity on Warehouse Purchase Program loans
|
744,610
|
|
|
476,281
|
|
||
Standby letters of credit
|
27,046
|
|
|
18,644
|
|
||
Total unused commitments/capacity
|
$
|
2,127,691
|
|
|
$
|
1,706,889
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Net income of
$23.2 million
for the
second quarter
of 2016 was a record high for the Company, up
$3.0 million
, or 14.6%, from the second quarter of 2015, which includes a
$9.5 million
increase in net interest income and a
$1.8 million
increase in non-interest income, which was partially offset by a
$3.1 million
increase in the provision for loan losses and a
$2.7 million
increase in non-interest expense.
|
•
|
Gross loans held for investment at
June 30, 2016
, excluding Warehouse Purchase Program loans, grew
$626.5 million
, or 12.4%, from December 31, 2015, with $512.7 million of growth in commercial real estate and commercial and industrial loans and $110.0 million of growth in consumer real estate loans.
|
•
|
Deposits at
June 30, 2016
increased by
$396.0 million
, or
7.6%
, from December 31, 2015, which includes
$299.1 million
of growth in time deposits and
$65.5 million
of growth in non-interest-bearing demand deposits.
|
•
|
The allowance for loan losses allocated to energy loans at June 30, 2016 totaled $21.9 million, or 4.0% of total energy loans (including both reserve-based and midstream), up $9.9 million from $12.0 million at December 31, 2015.
|
|
June 30,
2016
|
|
December 31, 2015
|
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Commercial real estate
|
$
|
2,520,431
|
|
|
$
|
2,177,543
|
|
|
$
|
342,888
|
|
|
15.7
|
%
|
Commercial and industrial
|
1,782,463
|
|
|
1,612,669
|
|
|
169,794
|
|
|
10.5
|
|
|||
Construction and land
|
281,936
|
|
|
269,708
|
|
|
12,228
|
|
|
4.5
|
|
|||
Consumer real estate
|
1,046,794
|
|
|
936,757
|
|
|
110,037
|
|
|
11.7
|
|
|||
Other consumer
|
61,423
|
|
|
69,830
|
|
|
(8,407
|
)
|
|
(12.0
|
)
|
|||
Gross loans held for investment, excluding Warehouse Purchase Program loans
|
5,693,047
|
|
|
5,066,507
|
|
|
626,540
|
|
|
12.4
|
|
|||
Warehouse Purchase Program loans
|
980,390
|
|
|
1,043,719
|
|
|
(63,329
|
)
|
|
(6.1
|
)
|
|||
Gross loans held for investment
|
6,673,437
|
|
|
6,110,226
|
|
|
563,211
|
|
|
9.2
|
|
|||
Loans held for sale
|
20,752
|
|
|
22,535
|
|
|
(1,783
|
)
|
|
(7.9
|
)
|
|||
Gross loans
|
$
|
6,694,189
|
|
|
$
|
6,132,761
|
|
|
$
|
561,428
|
|
|
9.2
|
%
|
|
June 30,
2016
|
|
March 31, 2016
|
|
Linked-Quarter
Change
|
|
June 30,
2015
|
|
Year-over-Year
Change
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Special Mention (all performing)
|
$
|
106,060
|
|
|
$
|
115,199
|
|
|
$
|
(9,139
|
)
|
|
$
|
22,161
|
|
|
$
|
83,899
|
|
Substandard (performing)
|
81,482
|
|
|
48,088
|
|
|
33,394
|
|
|
58,591
|
|
|
22,891
|
|
|||||
Substandard (non-performing)
|
26,576
|
|
|
25,171
|
|
|
1,405
|
|
|
5,233
|
|
|
21,343
|
|
|||||
|
$
|
214,118
|
|
|
$
|
188,458
|
|
|
$
|
25,660
|
|
|
$
|
85,985
|
|
|
$
|
128,133
|
|
|
June 30,
2016 |
|
December 31,
2015
|
||||
|
(Dollars in thousands)
|
||||||
Doubtful
|
$
|
4,386
|
|
|
$
|
4,201
|
|
Substandard
|
146,032
|
|
|
97,523
|
|
||
Total classified loans
|
150,418
|
|
|
101,724
|
|
||
Foreclosed assets
|
13,368
|
|
|
6,692
|
|
||
Total classified assets
|
$
|
163,786
|
|
|
$
|
108,416
|
|
|
June 30,
2016
|
|
December 31, 2015
|
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest-bearing demand
|
$
|
1,235,731
|
|
|
$
|
1,170,272
|
|
|
$
|
65,459
|
|
|
5.6
|
%
|
Interest-bearing demand
|
811,015
|
|
|
819,350
|
|
|
(8,335
|
)
|
|
(1.0
|
)
|
|||
Savings and money market
|
2,249,490
|
|
|
2,209,698
|
|
|
39,792
|
|
|
1.8
|
|
|||
Time
|
1,326,446
|
|
|
1,027,391
|
|
|
299,055
|
|
|
29.1
|
|
|||
Total deposits
|
$
|
5,622,682
|
|
|
$
|
5,226,711
|
|
|
$
|
395,971
|
|
|
7.6
|
%
|
|
Balance
|
|
Weighted Average Rate
|
|||
|
(Dollars in thousands)
|
|||||
Less than 90 days
|
$
|
453,446
|
|
|
0.50
|
%
|
90 days to less than one year
|
53,400
|
|
|
2.55
|
|
|
One to three years
|
821,928
|
|
|
0.44
|
|
|
After three to five years
|
3,046
|
|
|
5.49
|
|
|
After five years
|
1,719
|
|
|
5.49
|
|
|
|
1,333,539
|
|
|
0.56
|
%
|
|
Restructuring prepayment penalty
|
(202
|
)
|
|
|
||
Total
|
$
|
1,333,337
|
|
|
|
|
June 30,
2016
|
|
December 31, 2015
|
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Common stock
|
$
|
476
|
|
|
$
|
476
|
|
|
$
|
—
|
|
|
—
|
%
|
Additional paid-in capital
|
580,386
|
|
|
576,753
|
|
|
3,633
|
|
|
0.6
|
|
|||
Retained earnings
|
272,454
|
|
|
240,496
|
|
|
31,958
|
|
|
13.3
|
|
|||
Accumulated other comprehensive income (loss), net
|
2,918
|
|
|
(133
|
)
|
|
3,051
|
|
|
N/M
1
|
|
|||
Unearned ESOP shares
|
(12,930
|
)
|
|
(13,516
|
)
|
|
586
|
|
|
(4.3
|
)
|
|||
Total shareholders’ equity
|
$
|
843,304
|
|
|
$
|
804,076
|
|
|
$
|
39,228
|
|
|
4.9
|
%
|
|
Three Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest and dividend income
|
|
|
|
|
|
|
|
|||||||
Loans, including fees
|
$
|
73,376
|
|
|
$
|
61,551
|
|
|
$
|
11,825
|
|
|
19.2
|
%
|
Securities
|
3,118
|
|
|
2,976
|
|
|
142
|
|
|
4.8
|
|
|||
Interest-bearing deposits in other financial institutions
|
392
|
|
|
139
|
|
|
253
|
|
|
182.0
|
|
|||
FHLB and Federal Reserve Bank stock and other
|
450
|
|
|
301
|
|
|
149
|
|
|
49.5
|
|
|||
|
$
|
77,336
|
|
|
$
|
64,967
|
|
|
$
|
12,369
|
|
|
19.0
|
%
|
|
Three Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
4,422
|
|
|
$
|
3,049
|
|
|
$
|
1,373
|
|
|
45.0
|
%
|
FHLB advances
|
2,103
|
|
|
1,774
|
|
|
329
|
|
|
18.5
|
|
|||
Repurchase agreements and other borrowings
|
1,457
|
|
|
323
|
|
|
1,134
|
|
|
351.1
|
|
|||
|
$
|
7,982
|
|
|
$
|
5,146
|
|
|
$
|
2,836
|
|
|
55.1
|
%
|
|
Three Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest income
|
|
|
|
|
|
|
|
|||||||
Service charges and other fees
|
$
|
8,927
|
|
|
$
|
7,941
|
|
|
$
|
986
|
|
|
12.4
|
%
|
Net gain on sale of mortgage loans
|
2,250
|
|
|
2,121
|
|
|
129
|
|
|
6.1
|
|
|||
Bank-owned life insurance income
|
441
|
|
|
424
|
|
|
17
|
|
|
4.0
|
|
|||
Gain on sale of available for sale securities
|
65
|
|
|
—
|
|
|
65
|
|
|
100.0
|
|
|||
Gain on sale and disposition of assets
|
1,186
|
|
|
429
|
|
|
757
|
|
|
176.5
|
|
|||
Other
|
853
|
|
|
1,049
|
|
|
(196
|
)
|
|
(18.7
|
)
|
|||
|
$
|
13,722
|
|
|
$
|
11,964
|
|
|
$
|
1,758
|
|
|
14.7
|
%
|
|
Three Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest expense
|
|
|
|
|
|
|
|
|||||||
Salaries and employee benefits
|
$
|
22,867
|
|
|
$
|
22,549
|
|
|
$
|
318
|
|
|
1.4
|
%
|
Merger and acquisition costs
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
(100.0
|
)
|
|||
Advertising
|
1,035
|
|
|
1,048
|
|
|
(13
|
)
|
|
(1.2
|
)
|
|||
Occupancy and equipment
|
3,779
|
|
|
3,838
|
|
|
(59
|
)
|
|
(1.5
|
)
|
|||
Outside professional services
|
1,227
|
|
|
625
|
|
|
602
|
|
|
96.3
|
|
|||
Regulatory assessments
|
1,330
|
|
|
1,146
|
|
|
184
|
|
|
16.1
|
|
|||
Data processing
|
3,664
|
|
|
2,537
|
|
|
1,127
|
|
|
44.4
|
|
|||
Office operations
|
2,541
|
|
|
2,652
|
|
|
(111
|
)
|
|
(4.2
|
)
|
|||
Other
|
3,170
|
|
|
2,505
|
|
|
665
|
|
|
26.5
|
|
|||
|
$
|
39,613
|
|
|
$
|
36,908
|
|
|
$
|
2,705
|
|
|
7.3
|
%
|
|
Six Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest and dividend income
|
|
|
|
|
|
|
|
|||||||
Loans, including fees
|
$
|
142,182
|
|
|
$
|
119,586
|
|
|
$
|
22,596
|
|
|
18.9
|
%
|
Securities
|
6,204
|
|
|
6,193
|
|
|
11
|
|
|
0.2
|
|
|||
Interest-bearing deposits in other financial institutions
|
722
|
|
|
297
|
|
|
425
|
|
|
143.1
|
|
|||
FHLB and Federal Reserve Bank stock and other
|
836
|
|
|
509
|
|
|
327
|
|
|
64.2
|
|
|||
|
$
|
149,944
|
|
|
$
|
126,585
|
|
|
$
|
23,359
|
|
|
18.5
|
%
|
|
Six Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
8,544
|
|
|
$
|
6,176
|
|
|
$
|
2,368
|
|
|
38.3
|
%
|
FHLB advances
|
3,776
|
|
|
3,480
|
|
|
296
|
|
|
8.5
|
|
|||
Repurchase agreements and other borrowings
|
2,919
|
|
|
782
|
|
|
2,137
|
|
|
273.3
|
|
|||
|
$
|
15,239
|
|
|
$
|
10,438
|
|
|
$
|
4,801
|
|
|
46.0
|
%
|
|
Six Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest income
|
|
|
|
|
|
|
|
|||||||
Service charges and other fees
|
$
|
17,108
|
|
|
$
|
14,700
|
|
|
$
|
2,408
|
|
|
16.4
|
%
|
Net gain on sale of mortgage loans
|
3,830
|
|
|
4,193
|
|
|
(363
|
)
|
|
(8.7
|
)
|
|||
Bank-owned life insurance income
|
867
|
|
|
843
|
|
|
24
|
|
|
2.8
|
|
|||
Gain on sale of available for sale securities
|
65
|
|
|
211
|
|
|
(146
|
)
|
|
(69.2
|
)
|
|||
Gain on sale and disposition of assets
|
5,258
|
|
|
457
|
|
|
4,801
|
|
|
1,050.5
|
|
|||
Other
|
1,249
|
|
|
967
|
|
|
282
|
|
|
29.2
|
|
|||
|
$
|
28,377
|
|
|
$
|
21,371
|
|
|
$
|
7,006
|
|
|
32.8
|
%
|
|
Six Months Ended June 30,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest expense
|
|
|
|
|
|
|
|
|||||||
Salaries and employee benefits
|
$
|
45,204
|
|
|
$
|
45,520
|
|
|
$
|
(316
|
)
|
|
(0.7
|
)%
|
Merger and acquisition costs
|
—
|
|
|
1,553
|
|
|
(1,553
|
)
|
|
(100.0
|
)
|
|||
Advertising
|
2,071
|
|
|
1,988
|
|
|
83
|
|
|
4.2
|
|
|||
Occupancy and equipment
|
7,470
|
|
|
7,646
|
|
|
(176
|
)
|
|
(2.3
|
)
|
|||
Outside professional services
|
2,043
|
|
|
1,375
|
|
|
668
|
|
|
48.6
|
|
|||
Regulatory assessments
|
2,463
|
|
|
1,968
|
|
|
495
|
|
|
25.2
|
|
|||
Data processing
|
6,994
|
|
|
5,332
|
|
|
1,662
|
|
|
31.2
|
|
|||
Office operations
|
5,009
|
|
|
5,045
|
|
|
(36
|
)
|
|
(0.7
|
)
|
|||
Other
|
5,901
|
|
|
4,258
|
|
|
1,643
|
|
|
38.6
|
|
|||
|
$
|
77,155
|
|
|
$
|
74,685
|
|
|
$
|
2,470
|
|
|
3.3
|
%
|
|
Three Months Ended June 30,
|
||||||||||
|
2016 versus 2015
|
||||||||||
|
Increase (Decrease) Due to
|
|
Total Increase
|
||||||||
|
Volume
|
|
Rate
|
|
(Decrease)
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
7,157
|
|
|
$
|
(760
|
)
|
|
$
|
6,397
|
|
Warehouse Purchase Program
|
552
|
|
|
(230
|
)
|
|
322
|
|
|||
Commercial and industrial
|
4,948
|
|
|
(1,282
|
)
|
|
3,666
|
|
|||
Construction and land
|
752
|
|
|
(533
|
)
|
|
219
|
|
|||
Consumer real estate
|
2,366
|
|
|
(893
|
)
|
|
1,473
|
|
|||
Other consumer
|
(277
|
)
|
|
27
|
|
|
(250
|
)
|
|||
Loans held for sale
|
3
|
|
|
(5
|
)
|
|
(2
|
)
|
|||
Loans receivable
|
15,501
|
|
|
(3,676
|
)
|
|
11,825
|
|
|||
Agency mortgage-backed securities
|
173
|
|
|
34
|
|
|
207
|
|
|||
Agency collateralized mortgage obligations
|
(201
|
)
|
|
103
|
|
|
(98
|
)
|
|||
Investment securities
|
45
|
|
|
(12
|
)
|
|
33
|
|
|||
FHLB and FRB stock and other restricted securities
|
(1
|
)
|
|
150
|
|
|
149
|
|
|||
Interest-earning deposit accounts
|
144
|
|
|
109
|
|
|
253
|
|
|||
Total interest-earning assets
|
15,661
|
|
|
(3,292
|
)
|
|
12,369
|
|
|||
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
Interest-bearing demand
|
102
|
|
|
26
|
|
|
128
|
|
|||
Savings and money market
|
169
|
|
|
401
|
|
|
570
|
|
|||
Time
|
601
|
|
|
74
|
|
|
675
|
|
|||
Borrowings
|
858
|
|
|
605
|
|
|
1,463
|
|
|||
Total interest-bearing liabilities
|
1,730
|
|
|
1,106
|
|
|
2,836
|
|
|||
Net interest income
|
$
|
13,931
|
|
|
$
|
(4,398
|
)
|
|
$
|
9,533
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||||
|
2016 versus 2015
|
||||||||||
|
Increase (Decrease) Due to
|
|
Total Increase
|
||||||||
|
Volume
|
|
Rate
|
|
(Decrease)
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
12,173
|
|
|
$
|
(1,929
|
)
|
|
$
|
10,244
|
|
Warehouse Purchase Program
|
1,449
|
|
|
(229
|
)
|
|
1,220
|
|
|||
Commercial and industrial
|
10,335
|
|
|
(2,649
|
)
|
|
7,686
|
|
|||
Construction and land
|
1,385
|
|
|
(876
|
)
|
|
509
|
|
|||
Consumer real estate
|
4,282
|
|
|
(863
|
)
|
|
3,419
|
|
|||
Other consumer
|
(585
|
)
|
|
103
|
|
|
(482
|
)
|
|||
Loans held for sale
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||
Loans receivable
|
29,041
|
|
|
(6,445
|
)
|
|
22,596
|
|
|||
Agency mortgage-backed securities
|
280
|
|
|
(12
|
)
|
|
268
|
|
|||
Agency collateralized mortgage obligations
|
(500
|
)
|
|
178
|
|
|
(322
|
)
|
|||
Investment securities
|
90
|
|
|
(25
|
)
|
|
65
|
|
|||
FHLB and FRB stock and other restricted securities
|
21
|
|
|
306
|
|
|
327
|
|
|||
Interest-earning deposit accounts
|
139
|
|
|
286
|
|
|
425
|
|
|||
Total interest-earning assets
|
29,071
|
|
|
(5,712
|
)
|
|
23,359
|
|
|||
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
Interest-bearing demand
|
181
|
|
|
162
|
|
|
343
|
|
|||
Savings and money market
|
412
|
|
|
488
|
|
|
900
|
|
|||
Time
|
1,001
|
|
|
124
|
|
|
1,125
|
|
|||
Borrowings
|
1,483
|
|
|
950
|
|
|
2,433
|
|
|||
Total interest-bearing liabilities
|
3,077
|
|
|
1,724
|
|
|
4,801
|
|
|||
Net interest income
|
$
|
25,994
|
|
|
$
|
(7,436
|
)
|
|
$
|
18,558
|
|
|
June 30, 2016
|
||||||||||||||||||
|
Less than
One Year
|
|
One
through
Three Years
|
|
Four
through
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits without a stated maturity
|
$
|
4,296,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,296,236
|
|
Certificates of deposit
|
977,631
|
|
|
301,752
|
|
|
42,629
|
|
|
4,434
|
|
|
1,326,446
|
|
|||||
FHLB advances
1
|
506,846
|
|
|
821,928
|
|
|
3,046
|
|
|
1,719
|
|
|
1,333,539
|
|
|||||
Repurchase agreements
|
43,049
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
68,049
|
|
|||||
Subordinated debt
1
|
—
|
|
|
—
|
|
|
—
|
|
|
90,464
|
|
|
90,464
|
|
|||||
Other borrowings
1
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|||||
Private equity fund for Community Reinvestment Act purposes
|
2,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|||||
Operating leases (premises)
|
6,795
|
|
|
10,867
|
|
|
8,598
|
|
|
22,357
|
|
|
48,617
|
|
|||||
Total contractual obligations
|
$
|
5,858,037
|
|
|
$
|
1,159,547
|
|
|
$
|
54,273
|
|
|
$
|
118,974
|
|
|
7,190,831
|
|
|
Off-balance sheet loan commitments:
2
|
|
|
|
|
|
|
|
|
|
||||||||||
Unused commitments to extend credit
|
$
|
680,522
|
|
|
$
|
319,799
|
|
|
$
|
298,552
|
|
|
$
|
57,162
|
|
|
1,356,035
|
|
|
Unused capacity on Warehouse Purchase Program loans
3
|
744,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
744,610
|
|
|||||
Standby letters of credit
|
11,607
|
|
|
6,769
|
|
|
8,670
|
|
|
—
|
|
|
27,046
|
|
|||||
Total loan commitments
|
$
|
1,436,739
|
|
|
$
|
326,568
|
|
|
$
|
307,222
|
|
|
$
|
57,162
|
|
|
2,127,691
|
|
|
Total contractual obligations and loan commitments
|
|
|
|
|
|
|
|
|
$
|
9,318,522
|
|
|
Actual
|
|
Required for Capital Adequacy Purposes
|
|
To Be Well-Capitalized Under Prompt Corrective Action Regulations
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
June 30, 2016
|
(Dollars in thousands)
|
|||||||||||||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
809,410
|
|
|
11.35
|
%
|
|
$
|
570,630
|
|
|
8.00
|
%
|
|
$
|
713,287
|
|
|
10.00
|
%
|
Bank
|
783,245
|
|
|
10.98
|
|
|
570,615
|
|
|
8.00
|
|
|
713,269
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
673,633
|
|
|
9.44
|
|
|
427,972
|
|
|
6.00
|
|
|
570,630
|
|
|
8.00
|
|
|||
Bank
|
721,051
|
|
|
10.11
|
|
|
427,962
|
|
|
6.00
|
|
|
570,615
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
661,985
|
|
|
9.28
|
|
|
320,979
|
|
|
4.50
|
|
|
463,637
|
|
|
6.50
|
|
|||
Bank
|
721,051
|
|
|
10.11
|
|
|
320,971
|
|
|
4.50
|
|
|
463,625
|
|
|
6.50
|
|
|||
Tier 1 leverage
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
673,633
|
|
|
8.91
|
|
|
302,472
|
|
|
4.00
|
|
|
378,090
|
|
|
5.00
|
|
|||
Bank
|
721,051
|
|
|
9.53
|
|
|
302,524
|
|
|
4.00
|
|
|
378,155
|
|
|
5.00
|
|
|||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
755,689
|
|
|
11.58
|
%
|
|
$
|
522,107
|
|
|
8.00
|
%
|
|
$
|
652,634
|
|
|
10.00
|
%
|
Bank
|
691,554
|
|
|
10.60
|
|
|
522,116
|
|
|
8.00
|
|
|
652,645
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
635,162
|
|
|
9.73
|
|
|
391,580
|
|
|
6.00
|
|
|
522,107
|
|
|
8.00
|
|
|||
Bank
|
644,461
|
|
|
9.87
|
|
|
391,587
|
|
|
6.00
|
|
|
522,116
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
623,604
|
|
|
9.56
|
|
|
293,685
|
|
|
4.50
|
|
|
424,212
|
|
|
6.50
|
|
|||
Bank
|
644,461
|
|
|
9.87
|
|
|
293,690
|
|
|
4.50
|
|
|
424,219
|
|
|
6.50
|
|
|||
Tier 1 leverage
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
635,162
|
|
|
9.46
|
|
|
268,430
|
|
|
4.00
|
|
|
335,537
|
|
|
5.00
|
|
|||
Bank
|
644,461
|
|
|
9.61
|
|
|
268,273
|
|
|
4.00
|
|
|
335,341
|
|
|
5.00
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
June 30, 2016
|
|||||||||||||||||||||
Change in Interest Rates in Basis Points
|
|
Economic Value of Equity
|
|
Earnings at Risk (12 months)
|
|||||||||||||||||
|
Estimated EVE
|
|
Estimated Increase / (Decrease) in EVE
|
|
EVE Ratio %
|
|
Estimated Net Interest Income
|
|
Increase / (Decrease) in Estimated Net Interest Income
|
||||||||||||
|
|
$ Amount
|
|
$ Change
|
|
% Change
|
|
|
|
$ Amount
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
400
|
|
|
964,957
|
|
|
(122,952
|
)
|
|
(11.30
|
)
|
|
12.87
|
|
283,177
|
|
|
(4,003
|
)
|
|
(1.39
|
)
|
300
|
|
|
1,006,069
|
|
|
(81,840
|
)
|
|
(7.52
|
)
|
|
13.18
|
|
283,710
|
|
|
(3,470
|
)
|
|
(1.21
|
)
|
200
|
|
|
1,043,214
|
|
|
(44,695
|
)
|
|
(4.11
|
)
|
|
13.43
|
|
283,991
|
|
|
(3,189
|
)
|
|
(1.11
|
)
|
100
|
|
|
1,070,586
|
|
|
(17,323
|
)
|
|
(1.59
|
)
|
|
13.55
|
|
283,931
|
|
|
(3,249
|
)
|
|
(1.13
|
)
|
—
|
|
|
1,087,909
|
|
|
—
|
|
|
—
|
|
|
13.55
|
|
287,180
|
|
|
—
|
|
|
—
|
|
(100
|
)
|
|
1,064,939
|
|
|
(22,970
|
)
|
|
(2.11
|
)
|
|
13.04
|
|
279,310
|
|
|
(7,870
|
)
|
|
(2.74
|
)
|
December 31, 2015
|
|||||||||||||||||||||
Change in Interest Rates in Basis Points
|
|
Economic Value of Equity
|
|
Earnings at Risk (12 months)
|
|||||||||||||||||
|
Estimated EVE
|
|
Estimated Increase / (Decrease) in EVE
|
|
EVE Ratio %
|
|
Estimated Net Interest Income
|
|
Increase / (Decrease) in Estimated Net Interest Income
|
||||||||||||
|
|
$ Amount
|
|
$ Change
|
|
% Change
|
|
|
|
$ Amount
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||
400
|
|
|
911,142
|
|
|
(118,867
|
)
|
|
(11.54
|
)
|
|
12.86
|
|
252,686
|
|
|
(6,758
|
)
|
|
(2.60
|
)
|
300
|
|
|
947,909
|
|
|
(82,100
|
)
|
|
(7.97
|
)
|
|
13.15
|
|
254,417
|
|
|
(5,027
|
)
|
|
(1.94
|
)
|
200
|
|
|
981,508
|
|
|
(48,501
|
)
|
|
(4.71
|
)
|
|
13.38
|
|
256,044
|
|
|
(3,400
|
)
|
|
(1.31
|
)
|
100
|
|
|
1,011,522
|
|
|
(18,487
|
)
|
|
(1.79
|
)
|
|
13.56
|
|
257,491
|
|
|
(1,953
|
)
|
|
(0.75
|
)
|
—
|
|
|
1,030,009
|
|
|
—
|
|
|
—
|
|
|
13.58
|
|
259,444
|
|
|
—
|
|
|
—
|
|
(100
|
)
|
|
999,211
|
|
|
(30,798
|
)
|
|
(2.99
|
)
|
|
12.96
|
|
248,731
|
|
|
(10,713
|
)
|
|
(4.13
|
)
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
•
|
Kevin Hanigan, President and Chief Executive Officer - 27,100 restricted shares
|
•
|
Mays Davenport, Executive Vice President, Chief Financial Officer - 9,900 restricted shares
|
•
|
Scott Almy, Executive Vice President, Chief Operating Officer, Chief Risk Officer and General Counsel - 9,600 restricted shares
|
•
|
Thomas Swiley, Executive Vice President, Chief Lending Officer - 9,300 restricted shares
|
•
|
Charles Eikenberg, Executive Vice President, Community Banking- 9,300 restricted shares
|
|
|
|
|
Performance-based Shares Earned (% of Target)*
|
||||||
Measure
|
|
Weight (% of Target No. of Shares)
|
|
Below Threshold (Below 35
th
percentile)
|
|
Threshold (35
th
percentile)
|
|
Target (50
th
percentile)
|
|
Maximum (75
th
percentile and above)
|
Relative 3-year ROA
|
|
50%
|
|
0%
|
|
25%
|
|
50%
|
|
75%
|
Relative 3-year ROE
|
|
50%
|
|
0%
|
|
25%
|
|
50%
|
|
75%
|
Total
|
|
100%
|
|
0%
|
|
50%
|
|
100%
|
|
150%
|
Item 6.
|
|
Exhibits
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of November 25, 2013, by and between the Registrant and LegacyTexas Group, Inc. (incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on November 25, 2013 (File No. 001-34737))
|
|
|
|
|
2.2
|
|
|
Amendment No. One to the Agreement and Plan of Merger, dated as of February 19, 2014, by and between the Registrant and LegacyTexas Group, Inc. (incorporated herein by reference to Exhibit 2.3 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 26, 2014 (File No. 001-34737))
|
|
|
|
|
2.3
|
|
|
Amendment No. Two to the Agreement and Plan of Merger, dated as of August 29, 2014, by and between the Registrant and LegacyTexas Group, Inc. (incorporated herein by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 29, 2014 (File No. 001-34737))
|
|
|
|
|
3.1
|
|
|
Charter of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2015 (File No. 001-34737))
|
|
|
|
|
3.2
|
|
|
Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2015 (File No. 001-34737))
|
|
|
|
|
4.1
|
|
|
Certificate of Registrant’s Common Stock (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2015 (File No. 001-34737))
|
|
|
|
|
4.2
|
|
|
The Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the rights of the holders of each issue of long-term debt of the Registrant and its consolidated subsidiaries.
|
|
|
|
|
10.1
|
|
|
ViewPoint Bank Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 0-24566-01))
|
|
|
|
|
10.2
|
|
|
Amended and Restated ViewPoint Bank Supplemental Executive Retirement Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 0-24566-01))
|
|
|
|
|
10.3
|
|
|
2016 Executive Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 3, 2016 (File No. 001-34737))
|
|
|
|
|
10.4
|
|
|
Change in Control and Severance Benefits Agreement entered into between the Registrant and Mays Davenport (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on November 25, 2013 (File No. 001-34737)).
|
|
|
|
|
10.5
|
|
|
Form of Change In Control and Severance Benefits Agreement entered into between the Registrant and the following executive officers: Scott A. Almy, Charles D. Eikenberg, Thomas S. Swiley, and Mark L. Williamson (incorporated herein by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on December 2, 2013 (File No. 001-34737)).
|
|
|
|
|
10.6
|
|
|
Amended and Restated Executive Employment Agreement entered into by the Registrant on December 2, 2013 with Kevin J. Hanigan (incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on December 2, 2013 (File No. 001-34737)).
|
|
|
|
|
10.7
|
|
|
Registrant's 2007 Equity Incentive Plan (incorporated herein by reference to Appendix A to the proxy statement filed with the SEC on March 30, 2007 (File No. 001-32992))
|
|
|
|
10.8
|
|
|
Registrant's 2012 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Registrant's proxy statement filed with the SEC on April 4, 2012 (File No. 001-34737))
|
|
|
|
|
10.9
|
|
|
Forms of Incentive Stock Option, Non-Qualified Stock Option, and Restricted Stock (time and performance-based) Agreements under the 2012 Equity Incentive Plan (incorporated herein by reference to the Exhibits to the Registrant's Registration Statement on Form S-8 filed with the SEC on June 14, 2012 (File No. 333-182122))
|
|
|
|
|
10.10
|
|
|
Form of 2012 Equity Incentive Plan Restricted Stock Award and Non-Solicitation Agreement
|
|
|
|
|
10.11
|
|
|
Form of 2012 Equity Incentive Plan Non-Employee Restricted Stock Award Agreement
|
|
|
|
|
11
|
|
|
Statement regarding computation of per share earnings (See Note 3 of the Condensed Notes to Unaudited Consolidated Interim Financial Statements included in this Form 10-Q).
|
|
|
|
|
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
|
|
|
|
|
101
|
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Condensed Notes to Unaudited Consolidated Interim Financial Statements.
|
|
|
|
Date:
|
July 26, 2016
|
|
By:
|
/s/ Kevin J. Hanigan
|
|
|
|
|
Kevin J. Hanigan,
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Duly Authorized Officer)
|
|
|
|
|
|
Date:
|
July 26, 2016
|
|
By:
|
/s/ J. Mays Davenport
|
|
|
|
|
J. Mays Davenport
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
10.10
|
Form of 2012 Equity Incentive Plan Restricted Stock Award and Non-Solicitation Agreement
|
10.11
|
Form of 2012 Equity Incentive Plan Non-Employee Restricted Stock Award Agreement
|
31.1
|
Certification of the Chief Executive Officer
|
31.2
|
Certification of the Chief Financial Officer
|
32.0
|
Section 1350 Certifications
|
101
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Condensed Notes to Unaudited Consolidated Interim Financial Statements.
|
1.
|
Grant of Time-Based Restricted Stock Award
. The Corporation hereby makes to the Grantee a Restricted Stock Award consisting of _______ Shares (the “Tranche 1 Shares”), which shall be a time-based award. Except as otherwise provided in Sections 4 and 5 of this Agreement, the Tranche 1 Shares shall vest [
vesting provisions to be determined at the time of grant.]
. Upon the vesting of the Tranche 1 Shares, the Corporation shall deliver the Shares underlying the Tranche 1 Shares in accordance with Section 9 of this Agreement and the Plan. Until the Tranche 1 Shares vest, they are subject to forfeiture and to limits on transferability as provided in Sections 3 and 4 of this Agreement and in Article VII of the Plan.
|
2.
|
Grant of Performance-Based Restricted Stock Award
. The Corporation hereby makes to the Grantee a Restricted Stock Award consisting of an award of a target number of ________ Shares (the “Tranche 2 Shares”) which shall be a performance-based award. Except as otherwise provided in Sections 4 and 5 of this Agreement, the Tranche 2 Shares shall vest subject to a performance-based vesting schedule. The performance period for the Tranche 2 Shares begins on January 1,
[first performance year]
and ends on December 31,
[final performance year]
(the “Performance Period”). The number of earned Tranche 2 Shares shall be determined according to the level of achievement with respect to the performance goals set forth on
Exhibit A
hereto for the Performance Period. Until the Tranche 2 Shares vest, they are subject to forfeiture and to limits on transferability as provided in Sections 3 and 4 of this Agreement and in Article VII of the Plan.
|
3.
|
Transferability
. The Grantee may not sell, assign, transfer, pledge or otherwise encumber any Shares that have not vested, except in the event of the Grantee’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow the Grantee to transfer all or any portion of this Restricted Stock Award to the Grantee’s Family Members, as provided in the Plan.
|
4.
|
Termination
of Service
. If the Grantee terminates Service for any reason other than in connection with a Change in Control or the death or Disability of the Grantee, any Shares that have not vested as of the date of that termination shall be forfeited to the Corporation. If the Grantee’s Service terminates on account of the Grantee’s death or Disability, the vesting date for all Shares that have not vested or been forfeited shall be accelerated to the date of that termination of Service, with the Tranche 2 Shares vesting at the “Target” performance level described in
Exhibit A
hereto.
|
5.
|
Effect of Change in Control
. Notwithstanding the less restrictive provisions of Section 7.2 of the Plan, upon a Change in Control:
|
(i)
|
Be accelerated to the date of termination of the Grantee’s Service if, during the 12-month period following the Change in Control, the Grantee’s Service is terminated by the Corporation or its Affiliates or their successors without cause or if the Grantee voluntarily terminates Service with Good Reason;
|
(ii)
|
Be accelerated to the date of the Change in Control if, during the 6-month period prior to the Change in Control, the Grantee’s Service was terminated by the Corporation or its Affiliates without cause or if the Grantee voluntarily terminated Service with Good Reason;
|
(iii)
|
Be accelerated as of the date of the Change in Control if this Restricted Stock Award is not assumed or replaced by the acquiror/continuing entity on terms deemed by the Committee or by the Board of Directors to be appropriate; and
|
(iv)
|
Except as otherwise provided in Section 4 of this Agreement, occur on the [v
esting provisions to be determined at the time of grant]
if vesting has not otherwise been accelerated as provided above.
|
(b)
|
The Tranche 2 Shares will automatically convert to time-based restricted stock without proration for the percentage of the Performance Period that has elapsed since the Grant Date, as follows:
|
(i)
|
If the Change in Control occurs prior to the __-month anniversary of the Grant Date, then the Tranche 2 Shares shall convert to time-based restricted stock equal to the target number of Tranche 2 Shares set forth in Section 2 above, with no further right by the Grantee to earn any additional Shares;
|
(ii)
|
If the Change in Control occurs on or after the __-month anniversary of the Grant Date, the conversion of the Tranche 2 Shares to time-based restricted stock will be based on the Corporation’s performance determined under
Exhibit A
from the Grant Date through the earliest of (A) the date of the Change in Control or (B) the date of the Corporation’s entry into the material definitive agreement pursuant to which the Change in Control occurs; and
|
(iii)
|
The vesting of the time-based restricted stock as so converted pursuant to this Section 5(b) shall occur as described in Section 5(a) above.
|
(c)
|
For purposes of this Section 5, “Good Reason” shall mean (i) a material diminution of or interference with the Grantee’s duties, responsibilities or titles, or (ii) any of the following actions unless consented to in writing by the Grantee: (A) a requirement that the Grantee’s principal place of employment be based at any place other than Plano, Texas, or within a radius of 35 miles from the location of the Corporation’s administrative offices; (B) a material demotion of the Grantee; (C) a material reduction in the number or seniority of personnel reporting to the Grantee other than as part of a Corporation-wide reduction in staff; or (D) a material reduction in the Grantee’s salary, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Corporation.
|
6.
|
Stock Power
. The Grantee agrees to execute a stock power with respect to each stock certificate reflecting the Shares, or other evidence of book-entry stock ownership, in favor of the Corporation. The Shares shall not be issued by the Corporation until the required stock power(s) is delivered to the Corporation.
|
7.
|
Delivery of Shares
. The Corporation shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Grantee reflecting the number of Shares granted as set forth in Section 1. The Corporation shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested. Prior to vesting, the Shares shall be subject to the following restriction, communicated in writing to the Corporation’s stock transfer agent:
|
8.
|
Dividends; Grantee’s Rights
. As the record holder of all Tranche 1 Shares, the Grantee shall be paid cash dividends by the Corporation with respect to those Shares at the same time as they are paid to other holders of the Corporation’s common stock. The Grantee shall have no right to receive cash dividends by the Corporation with respect to un-vested Tranche 2 Shares; however, the Corporation shall accrue cash dividend equivalents with respect to all un-vested Tranche 2 Shares, without interest, and maintain the same for the benefit of Grantee subject to the level of achievement with respect to the performance goals set forth on
Exhibit A
hereto for the Performance Period. The Grantee may exercise all voting rights appurtenant to the Tranche 1 Shares. The Grantee shall have no rights of a shareholder of the Corporation
|
9.
|
Delivery of Shares to Grantee
. Upon the vesting of any Shares, the restrictions in Section 3 shall terminate, and the Corporation shall deliver only to the Grantee (or, if applicable, the Grantee’s Beneficiary, estate or Family Member) a certificate (without the legend referenced in Section 7) or evidence of the issuance of Shares in book-entry form, and the related stock power in respect of the vesting Shares shall be of no further force or effect. The Corporation’s obligation to deliver a stock certificate for vested Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Grantee (or the Grantee’s Beneficiary, estate or Family Member) in such form as the Committee requires. The Corporation shall not be required to deliver stock certificates for vested Shares, or evidence of the issuance of Shares in book-entry form, prior to: (a) the listing of those Shares on a National Exchange; or (b) the completion of any registration or qualification of those Shares required under applicable law.
|
10.
|
Adjustments in Shares
. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Corporation covered by this Agreement. Any additional Shares or other securities received by the Grantee as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Shares that have not vested. The Grantee agrees to execute any documents required by the Committee in connection with an adjustment under this Section 10.
|
11.
|
Tax Election
. The Grantee understands that an election may be made under Section 83(b) of the Code to accelerate the Grantee’s tax obligation with respect to receipt of the number of Shares set forth in Section 1 above from the vesting dates to the Grant Date by submitting an election to the Internal Revenue Service substantially in the form attached hereto. There are significant risks associated with the decision to make an 83(b) Election. THEREFORE, THE GRANTEE SHOULD SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE FEDERAL TAX LAW AND THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY TO WHICH THE GRANTEE IS SUBJECT.
|
12.
|
Tax Withholding
. Upon Shares becoming vested (or at such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor provision thereto), the Corporation may either (a) withhold from any payment or distribution made hereunder sufficient Shares to cover any applicable withholding and employment taxes, provided that this clause (a) shall not be applicable in the event of a Section 83(b) election, (b) or require the Grantee to remit to the Corporation an amount sufficient to satisfy such taxes. The Corporation shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Corporation is required to withhold with respect to such dividend payments, or require the Grantee to remit to the Corporation an amount sufficient to satisfy such taxes.
|
13.
|
Non-solicitation
.
|
(a)
|
In exchange for the Corporation providing the Grantee the consideration set forth herein and other confidential information, during the Grantee’s employment with the Corporation and for a period of one year after the separation of such employment for any reason, the Grantee hereby agrees not to, either directly or indirectly: (i) solicit the employment of, recruit, employ, hire, cause to be employed or hired, entice away, or establish a business with any person whom the Grantee had contact with or job-related information about in the course of such person’s employment or other relationship with the Corporation, or suggest to or discuss with any such person the discontinuation of that person’s status or employment with the Corporation; or (ii) on behalf of any person or entity engaged in the same or similar business as the Corporation, call on, service, solicit, or accept competing business from the Corporation’s customers or prospective customers whom or which the Grantee, within the previous two (2) years, had or made contact with regarding the Corporation’s business or had access to the Corporation’s information or files about such customer or prospective customer.
|
(b)
|
To the extent that any provision of this Section 13 shall be determined to be invalid or unenforceable in any respect or to any extent, the provision shall not be void or rendered invalid, but instead shall be automatically amended for such lesser term, to such lesser extent, or in such other lesser degree, as will grant the Corporation the maximum protection and restrictions on the Grantee’s activities permitted by applicable law in such circumstances. If the Grantee violates a non-solicitation provision described above and the Corporation brings legal action for injunctive relief, the Corporation shall not, as a result of such breach or the time involved in obtaining the relief, be deprived of the benefit of the full period of the provision(s) violated. Accordingly, the
|
(c)
|
The Corporation’s right to enforce the terms of this Section 13 shall not be affected by the existence or non-existence of any other similar agreement for anyone else, or by the Corporation’s failure to fully enforce, or enforce at all, the terms of any other such agreement. The provisions of this Section 13 are in addition to and not in lieu of, and do not supersede, cancel or replace, (i) any agreement regarding non-solicitation or non-recruitment of customers, consultants or employees previously or subsequently signed by the Grantee, or (ii) any provisions of an existing agreement regarding any such subjects. Likewise, this Agreement does not alter or amend the terms of any existing agreement between the Corporation and the Grantee concerning employment, and such agreement shall not operate to preclude the enforcement or cancel the terms of this Agreement. In case of any conflict between the terms of this Agreement and the terms of any such agreement concerning employment, the terms of that agreement shall not operate to cancel, supersede or preclude the enforcement of the terms of this Agreement. The terms of any other such agreement shall be construed and enforced without reference to this Agreement unless such agreement references this Agreement, specifically or generally.
|
14.
|
Plan and Committee Decisions are Controlling
. This Agreement and the award of Shares to the Grantee are subject in all respects to the provisions of the Plan, which are controlling. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Shares shall be binding and conclusive upon the Grantee, any Beneficiary of the Grantee or the legal representative thereof.
|
15.
|
Clawback
. All Tranche 2 Shares granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Corporation as in effect from time to time or (ii) set forth in any policies adopted or maintained by the Corporation as in effect from time to time.
|
16.
|
Grantee’s Employment
. Nothing in this Agreement shall limit the right of the Corporation or any of its Affiliates to terminate the Grantee’s service or employment as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept the services or employment of the Grantee.
|
17.
|
Amendment
. The Committee may waive any conditions of or rights of the Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Grantee without the Grantee’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Grantee, to accelerate the vesting of the Shares or remove any other restrictions imposed on the Grantee with respect to the Shares, whenever the Committee may determine that such action is appropriate.
|
18.
|
No Impact on Other Benefits
. The Shares awarded to Grantee pursuant to this Agreement are not part of Grantee’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.
|
19.
|
Grantee Acceptance
. The Grantee shall signify acceptance of the terms and conditions of this Agreement (including
Exhibit A
) and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Corporation.
|
20.
|
Electronic Signature
. All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Corporation has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. The Grantee’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Corporation, is the same as, and shall have the same force and effect as, the Grantee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Corporation to provide administrative services relating to this Agreement.
|
|
|
(Signature)
|
|
|
|
(Name)
|
|
|
|
(Street Address)
|
|
|
|
(City, State & Zip Code)
|
|
1.
|
Performance Goals
. The number of Tranche 2 Shares that may be earned shall be determined based on the Corporation ROA and Corporation ROE percentile ranking over the Performance Period as compared to the Comparative Peer Group ROA and Comparative Peer Group ROE for the same period. The table below sets forth the number of Tranche 2 Shares (as a percentage of the target number of Tranche 2 Shares set forth in Section 1 above) that may become earned Tranche 2 Shares based on the Corporation’s performance for the Performance Period:
|
|
|
|
|
Tranche 2 Shares Earned (% of Target)*
|
||||||
Measure
|
|
Weight (% of Target No. of Shares)
|
|
Below Threshold (Below 35
th
percentile)
|
|
Threshold (35
th
percentile)
|
|
Target (50
th
percentile)
|
|
Maximum (75
th
percentile and above)
|
Relative __-year ROA
[performance period to be inserted]
|
|
50%
|
|
0%
|
|
25%
|
|
50%
|
|
75%
|
Relative __-year ROE
[performance period to be inserted]
|
|
50%
|
|
0%
|
|
25%
|
|
50%
|
|
75%
|
Total
|
|
100%
|
|
0%
|
|
50%
|
|
100%
|
|
150%
|
2.
|
Vesting; Certification
. The earned Tranche 2 Shares shall vest as of the date the Committee certifies (the “Certification Date”) the Corporation’s performance, provided that the Grantee’s Service with the Corporation and its Affiliates continues uninterrupted through the Certification Date. Attainment of the performance goals shall be determined and certified by the Committee in writing following the last day of the Performance Period, and by no later than April 15
th
in order to allow for companies in the Comparative Peer Group to complete and report their own financials for the Performance Period. In such event, the Corporation shall deliver the number of earned Tranche 2 Shares in accordance with Section 9 of this Agreement and the Plan.
|
3.
|
Definitions
.
|
a.
|
Corporation ROA
means the average of the Corporation’s core return on average assets over the Performance Period as measured by core (non-GAAP) net income, which is net income adjusted for the impact of merger and acquisition costs, one-time gains and losses on assets and security sales, and certain other items (“Core Net Income”), divided by average total assets.
|
b.
|
Corporation ROE
means the average of the Corporation’s core return on average shareholders’ equity over the Performance Period as measured by Core Net Income, divided by average total shareholders’ equity.
|
c.
|
Comparative Peer Group
means the companies contained in the KBW Nasdaq Regional Banking Index as of the end of the Performance Period.
|
d.
|
Comparative Peer Group ROA
means the average of the weighted average return on average assets for the Comparative Peer Group over the Performance Period as measured by net income, divided by average total assets.
|
e.
|
Comparative Peer Group ROE
means the average of the weighted average return on average shareholders’ equity for the Comparative Peer Group over the Performance Period as measured by net income, divided by average total shareholders’ equity.
|
4.
|
Negative Discretion
. Notwithstanding anything to the contrary in this Agreement, the actual number of Tranche 2 Shares that become earned based on achieving the performance goal set forth in Section 1 above may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable. However, it is the intention of the Committee that it will exercise such negative discretion only in extreme and unusual circumstances.
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1.
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Grant of Time-Based Restricted Stock Award
. The Corporation hereby makes to the Director a Restricted Stock Award consisting of _______ Shares (the “Restricted Shares”), which shall be a time-based award. Except as otherwise provided in Sections 3 and 4 of this Agreement, the Restricted Shares shall vest [
vesting provisions to be determined at time of grant
]. Upon the vesting of the Restricted Shares, the Corporation shall deliver the Shares underlying the Restricted Shares in accordance with Section 8 of this Agreement and the Plan. Until the Restricted Shares vest, they are subject to forfeiture and to limits on transferability as provided in Sections 2 and 3 of this Agreement and in Article VII of the Plan.
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2.
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Transferability
. The Director may not sell, assign, transfer, pledge or otherwise encumber any Restricted Shares that have not vested, except in the event of the Director’s death, by will or by the laws of descent and distribution or pursuant to a Domestic Relations Order. The Committee, in its sole and absolute discretion, may allow the Director to transfer all or any portion of this Restricted Stock Award to the Director’s Family Members, as provided in the Plan.
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3.
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Termination
of Service
. If the Director terminates Service for any reason other than on account of the Director’s death or Disability, any Restricted Shares that have not vested as of the date of that termination shall be forfeited to the Corporation. If the Director’s Service terminates on account of the Director’s death or Disability, the vesting date for all Restricted Shares that have not vested or been forfeited shall be accelerated to the date of that termination of Service.
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4.
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Effect of Change in Control
. Notwithstanding the less restrictive provisions of Section 7.2 of the Plan, the vesting date for all Restricted Shares that have not vested or been forfeited shall be accelerated to the date of a Change in Control.
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5.
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Stock Power
. The Director agrees to execute a stock power with respect to each stock certificate reflecting the Restricted Shares, or other evidence of book-entry stock ownership, in favor of the Corporation. The Restricted Shares shall not be issued by the Corporation until the required stock power(s) is delivered to the Corporation.
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6.
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Delivery of Shares
. The Corporation shall issue stock certificates or evidence of the issuance of such Restricted Shares in book-entry form, in the name of the Director reflecting the number of Restricted Shares granted as set forth in Section 1. The Corporation shall retain these certificates or evidence of the issuance of the Restricted Shares in book-entry form until the Shares represented thereby become vested. Prior to vesting, the Restricted Shares shall be subject to the following restriction, communicated in writing to the Corporation’s stock transfer agent:
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7.
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Dividends; Director’s Rights
. As the record holder of all Restricted Shares, the Director shall be paid cash dividends by the Corporation with respect to those Shares at the same time as they are paid to other holders of the Corporation’s common stock. The Director may exercise all voting rights appurtenant to the Restricted Shares.
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8.
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Delivery of Shares to Director
. Upon the vesting of any Restricted Shares, the restrictions in Section 2 shall terminate, and the Corporation shall deliver only to the Director (or, if applicable, the Director’s Beneficiary, estate or Family Member) a certificate (without the legend referenced in Section 6) or evidence of the issuance of Shares in book-entry form, and the related stock power in respect of the vested Restricted Shares shall be of no further force or effect. The Corporation’s obligation to deliver a stock certificate for vested Restricted Shares, or evidence of the issuance of Shares in book-entry form, can be conditioned upon the receipt of a representation of investment intent from the Director (or the Director’s Beneficiary, estate or Family Member) in such form as the Committee requires. The Corporation shall not be required to deliver stock certificates for vested Restricted Shares, or evidence of the issuance of Shares in book-entry form, prior to: (a) the listing of those Shares on a National Exchange; or (b) the completion of any registration or qualification of those Shares required under applicable law.
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9.
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Adjustments in Shares
. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, exchange of Shares or other securities, stock dividend, special or recurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the Committee, in its sole discretion, shall adjust the number of Shares or class of securities of the Corporation covered by this Agreement. Any additional Shares or other securities received by the Director as a result of any such adjustment shall be subject to all restrictions and requirements applicable to Restricted Shares that have not vested. The Director agrees to execute any documents required by the Committee in connection with an adjustment under this Section 9.
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10.
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Tax Election
. The Director understands that an election may be made under Section 83(b) of the Code to accelerate the Director’s tax obligation with respect to receipt of the number of Shares set forth in Section 1 above from the vesting dates to the Grant Date by submitting an election to the Internal Revenue Service substantially in the form attached hereto. There are significant risks associated with the decision to make an 83(b) Election. THEREFORE, THE DIRECTOR SHOULD SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE FEDERAL TAX LAW AND THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY TO WHICH THE DIRECTOR IS SUBJECT.
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11.
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Tax Withholding
. As a condition to the issuance of any Restricted Shares, the Corporation may withhold, or require the Director to pay or reimburse the Corporation for, any taxes which the Corporation determines are required to be withheld under federal, state or local law in connection with the grant or vesting of the Restricted Shares.
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12.
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Plan and Committee Decisions are Controlling
. This Agreement and the award of Shares to the Director are subject in all respects to the provisions of the Plan, which are controlling. All decisions, determinations and interpretations by the Committee respecting the Plan, this Agreement or the award of Restricted Shares shall be binding and conclusive upon the Director, any Beneficiary of the Director or the legal representative thereof.
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13.
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No Right to Continued Service on the Board
. Neither the Plan nor this Agreement shall confer upon the Director any right to be retained as a Director of the Company or in any other capacity. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Director’s service at any time.
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14.
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Amendment
. The Committee may waive any conditions of or rights of the Corporation or modify or amend the terms of this Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision of this Agreement if such action may adversely affect the Director without the Director’s written consent. To the extent permitted by applicable laws and regulations, the Committee shall have the authority, in its sole discretion but with the permission of the Director, to accelerate the vesting of the Restricted Shares or remove any other restrictions imposed on the Director with respect to the Restricted Shares, whenever the Committee may determine that such action is appropriate.
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15.
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Director Acceptance
. The Director shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Corporation.
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16.
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Electronic Signature
. All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Corporation has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. The Director’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Corporation, is the same as, and shall have the same force and effect as, the Director’s manual signature. Any such procedures and
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(Signature)
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(Name)
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(Street Address)
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(City, State & Zip Code)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of LegacyTexas Financial Group, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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July 26, 2016
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By:
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/s/ Kevin J. Hanigan
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Kevin J. Hanigan,
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President and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of LegacyTexas Financial Group, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
|
July 26, 2016
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By:
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/s/ J. Mays Davenport
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J. Mays Davenport,
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Executive Vice President and Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of the dates and for the periods presented in the financial statements included in such Report.
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Date:
|
July 26, 2016
|
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By:
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/s/ Kevin J. Hanigan
|
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|
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|
Kevin J. Hanigan,
|
|
|
|
|
President and Chief Executive Officer
|
|
|
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Date:
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July 26, 2016
|
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By:
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/s/ J. Mays Davenport
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J. Mays Davenport,
|
|
|
|
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Executive Vice President and Chief Financial Officer
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