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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27-2176993
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(State or other jurisdiction of incorporation or organization)
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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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Class: Common Stock
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Shares Outstanding as of April 22, 2019:
|
|
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48,704,070
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March 31,
2019 |
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December 31,
2018 |
||||
ASSETS
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(unaudited)
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|
||||
Cash and due from financial institutions
|
$
|
55,472
|
|
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$
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60,416
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Short-term interest-bearing deposits in other financial institutions
|
219,051
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208,777
|
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||
Total cash and cash equivalents
|
274,523
|
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|
269,193
|
|
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Securities available for sale, at fair value
|
479,426
|
|
|
471,746
|
|
||
Securities held to maturity (fair value: March 31, 2019 — $135,460;
December 31, 2018— $144,791) |
135,276
|
|
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146,046
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|
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Loans held for sale, at fair value
|
11,380
|
|
|
23,193
|
|
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Loans held for investment:
|
|
|
|
||||
Loans held for investment (net of allowance for loan losses of $77,530 at March 31, 2019 and $67,428 at December 31, 2018)
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6,878,019
|
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6,733,692
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|
||
Loans held for investment - Warehouse Purchase Program
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1,096,160
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960,404
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|
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Total loans held for investment
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7,974,179
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7,694,096
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|
||
Federal Home Loan Bank (“FHLB”) stock and other restricted securities, at cost
|
56,044
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|
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56,226
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|
||
Bank-owned life insurance
|
59,377
|
|
|
59,036
|
|
||
Premises and equipment, net
|
107,684
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|
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73,073
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Goodwill
|
178,559
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178,559
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|
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Other assets
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69,624
|
|
|
79,974
|
|
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Total assets
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$
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9,346,072
|
|
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$
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9,051,142
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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|
||||
Deposits
|
|
|
|
||||
Non-interest-bearing demand
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$
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1,752,694
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$
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1,773,762
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Interest-bearing demand
|
884,494
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|
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826,755
|
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Savings and money market
|
2,492,226
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2,455,787
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Time
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1,948,011
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1,785,411
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Total deposits
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7,077,425
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6,841,715
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|
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FHLB advances
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820,084
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825,409
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Repurchase agreements
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37,277
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50,340
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|
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Subordinated debt
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135,135
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135,012
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Accrued expenses and other liabilities
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155,064
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104,299
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Total liabilities
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8,224,985
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7,956,775
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Commitments and contingent liabilities (See Note 11)
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Shareholders’ equity
|
|
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|
||||
Preferred stock, $.01 par value; 10,000,000 shares authorized; 0 shares issued — March 31, 2019 and December 31, 2018
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—
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—
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Common stock, $.01 par value; 90,000,000 shares authorized; 48,704,070 shares issued —
March 31, 2019 and 48,505,261 shares issued — December 31, 2018 |
487
|
|
|
485
|
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Additional paid-in capital
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625,405
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619,983
|
|
||
Retained earnings
|
508,887
|
|
|
491,948
|
|
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Accumulated other comprehensive income (loss), net
|
(2,433
|
)
|
|
(6,658
|
)
|
||
Unearned Employee Stock Ownership Plan (ESOP) shares; 1,125,902 shares at March 31, 2019 and 1,139,140 shares at December 31, 2018
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(11,259
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)
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(11,391
|
)
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||
Total shareholders’ equity
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1,121,087
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|
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1,094,367
|
|
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Total liabilities and shareholders’ equity
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$
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9,346,072
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$
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9,051,142
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See accompanying notes to consolidated financial statements.
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Three Months Ended March 31,
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||||||
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2019
|
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2018
|
||||
Interest and dividend income
|
|
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|
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Loans, including fees
|
$
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100,301
|
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$
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90,631
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Taxable securities
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3,602
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|
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2,911
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|
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Nontaxable securities
|
343
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|
|
675
|
|
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Interest-bearing deposits in other financial institutions
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1,277
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969
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FHLB and FRB stock and other
|
581
|
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|
480
|
|
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106,104
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95,666
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|
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Interest expense
|
|
|
|
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Deposits
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18,215
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12,032
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|
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FHLB advances
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4,456
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2,680
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Repurchase agreements and other borrowings
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2,269
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2,341
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24,940
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17,053
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|
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Net interest income
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81,164
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|
78,613
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|
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Provision for credit losses
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9,800
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|
15,663
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|
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Net interest income after provision for credit losses
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71,364
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62,950
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|
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Non-interest income
|
|
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|
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Service charges and other fees
|
7,255
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7,927
|
|
||
Net gain on sale of mortgage loans held for sale
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1,525
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1,809
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|
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Bank-owned life insurance income
|
482
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|
447
|
|
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Net gain (loss) on securities transactions
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6
|
|
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(128
|
)
|
||
Gain (loss) on sale and disposition of assets
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(14
|
)
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2,213
|
|
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Other
|
640
|
|
|
630
|
|
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|
9,894
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12,898
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|
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Non-interest expense
|
|
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|
||||
Salaries and employee benefits
|
26,871
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27,076
|
|
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Advertising
|
903
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|
888
|
|
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Occupancy and equipment
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3,899
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3,860
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|
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Outside professional services
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1,285
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1,250
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|
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Regulatory assessments
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618
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1,154
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|
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Data processing
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5,933
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4,703
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Office operations
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2,335
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|
2,300
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Other
|
2,463
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2,648
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|
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|
44,307
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|
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43,879
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Income before income tax expense
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36,951
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|
|
31,969
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|
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Income tax expense
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7,871
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|
6,207
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|
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Net income
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$
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29,080
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$
|
25,762
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|
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|
|
||||
Earnings per share:
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|
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Basic
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$
|
0.61
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|
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$
|
0.55
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Diluted
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$
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0.61
|
|
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$
|
0.54
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Dividends declared per share
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$
|
0.25
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|
$
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0.16
|
|
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|
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See accompanying notes to consolidated financial statements.
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Three Months Ended
|
||||||
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March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
29,080
|
|
|
$
|
25,762
|
|
Change in unrealized gains (losses) on securities available for sale
|
5,353
|
|
|
(4,845
|
)
|
||
Reclassification of amount realized through securities transactions
|
(6
|
)
|
|
128
|
|
||
Tax effect
|
(1,122
|
)
|
|
988
|
|
||
Reclassification of income tax effects of the Tax Cuts and Jobs Act
(see Note 10 for more information)
|
—
|
|
|
(741
|
)
|
||
Other comprehensive income (loss), net of tax
|
4,225
|
|
|
(4,470
|
)
|
||
Comprehensive income
|
$
|
33,305
|
|
|
$
|
21,292
|
|
|
|
|
|
||||
See accompanying notes to consolidated financial statements.
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|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss), Net
|
|
Unearned
ESOP Shares
|
|
Total
Shareholders’
Equity
|
||||||||||||
For the three months ended March 31, 2019
|
|
|
|
|
|
|
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|
|||||||||||||||
Balance at January 1, 2019
|
$
|
485
|
|
|
$
|
619,983
|
|
|
$
|
491,948
|
|
|
$
|
(6,658
|
)
|
|
$
|
(11,391
|
)
|
|
$
|
1,094,367
|
|
Net income
|
—
|
|
|
—
|
|
|
29,080
|
|
|
—
|
|
|
—
|
|
|
29,080
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4,225
|
|
|
—
|
|
|
4,225
|
|
||||||
Dividends declared ($0.25 per share)
|
—
|
|
|
—
|
|
|
(12,141
|
)
|
|
—
|
|
|
—
|
|
|
(12,141
|
)
|
||||||
ESOP shares earned (13,238 shares)
|
—
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
517
|
|
||||||
Share-based compensation expense
|
—
|
|
|
2,550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,550
|
|
||||||
Activity in employee stock plans (198,809 shares)
|
2
|
|
|
2,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,489
|
|
||||||
Balance at March 31, 2019
|
$
|
487
|
|
|
$
|
625,405
|
|
|
$
|
508,887
|
|
|
$
|
(2,433
|
)
|
|
$
|
(11,259
|
)
|
|
$
|
1,121,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
For the three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2018
|
$
|
481
|
|
|
$
|
603,884
|
|
|
$
|
370,858
|
|
|
$
|
(3,429
|
)
|
|
$
|
(11,920
|
)
|
|
$
|
959,874
|
|
Net income
|
—
|
|
|
—
|
|
|
25,762
|
|
|
—
|
|
|
—
|
|
|
25,762
|
|
||||||
Other comprehensive (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,470
|
)
|
|
—
|
|
|
(4,470
|
)
|
||||||
Reclassification of income tax effects of the Tax Cuts and Jobs Act (see Note 10 for more information)
|
—
|
|
|
—
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
741
|
|
||||||
Dividends declared ($0.16 per share)
|
—
|
|
|
—
|
|
|
(7,708
|
)
|
|
—
|
|
|
—
|
|
|
(7,708
|
)
|
||||||
ESOP shares earned (13,238 shares)
|
—
|
|
|
447
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
578
|
|
||||||
Share-based compensation expense
|
—
|
|
|
2,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,055
|
|
||||||
Activity in employee stock plans (147,576 shares)
|
2
|
|
|
2,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,662
|
|
||||||
Balance at March 31, 2018
|
$
|
483
|
|
|
$
|
609,046
|
|
|
$
|
389,653
|
|
|
$
|
(7,899
|
)
|
|
$
|
(11,789
|
)
|
|
$
|
979,494
|
|
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
29,080
|
|
|
$
|
25,762
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
9,800
|
|
|
15,663
|
|
||
Depreciation and amortization
|
2,760
|
|
|
1,738
|
|
||
Deferred tax benefit
|
(4,614
|
)
|
|
(460
|
)
|
||
Premium amortization and accretion of securities, net
|
980
|
|
|
1,031
|
|
||
Accretion related to acquired loans
|
(255
|
)
|
|
(513
|
)
|
||
Net (gain) loss on securities transactions
|
(6
|
)
|
|
128
|
|
||
ESOP compensation expense
|
517
|
|
|
578
|
|
||
Share-based compensation expense
|
2,550
|
|
|
2,055
|
|
||
Excess tax benefit on vesting of stock awards
|
74
|
|
|
528
|
|
||
Net gain on loans held for sale
|
(1,525
|
)
|
|
(1,809
|
)
|
||
Loans originated or purchased for sale
|
(32,172
|
)
|
|
(49,428
|
)
|
||
Proceeds from sale of loans held for sale
|
45,510
|
|
|
36,821
|
|
||
FHLB stock dividends
|
(287
|
)
|
|
(171
|
)
|
||
Bank-owned life insurance income
|
(482
|
)
|
|
(447
|
)
|
||
(Gain) loss on sale and disposition of repossessed assets, premises and equipment
|
14
|
|
|
64
|
|
||
Net change in deferred loan fees/costs
|
(421
|
)
|
|
(1,250
|
)
|
||
Net change in accrued interest receivable
|
(4,403
|
)
|
|
274
|
|
||
Net change in other assets
|
12,406
|
|
|
(2,338
|
)
|
||
Net change in other liabilities
|
19,628
|
|
|
19,979
|
|
||
Net cash provided by operating activities
|
79,154
|
|
|
48,205
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
||||
Maturities, prepayments and calls
|
320,617
|
|
|
118,661
|
|
||
Purchases
|
(347,545
|
)
|
|
(136,007
|
)
|
||
Proceeds from sale of AFS securities
|
23,886
|
|
|
—
|
|
||
Held-to-maturity securities:
|
|
|
|
||||
Maturities, prepayments and calls
|
10,507
|
|
|
16,385
|
|
||
Originations of Warehouse Purchase Program loans
|
(3,874,762
|
)
|
|
(4,972,238
|
)
|
||
Proceeds from pay-offs of Warehouse Purchase Program loans
|
3,739,006
|
|
|
5,273,244
|
|
||
Net change in loans held for investment, excluding Warehouse Purchase Program loans
|
(153,830
|
)
|
|
(97,968
|
)
|
||
Redemption of FHLB and Federal Reserve Bank stock and other
|
469
|
|
|
18,119
|
|
||
Purchases of premises and equipment
|
(728
|
)
|
|
(2,320
|
)
|
||
Proceeds from sale of assets
|
886
|
|
|
356
|
|
||
Net cash provided by (used in) investing activities
|
(281,494
|
)
|
|
218,232
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Card services income
|
(a)
|
$
|
3,012
|
|
|
$
|
3,058
|
|
Service charges on deposits
|
(b)
|
1,972
|
|
|
1,773
|
|
||
Title income
|
(c)
|
786
|
|
|
1,057
|
|
||
Losses on the sale of other real estate owned
|
(d)
|
(5
|
)
|
|
(40
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Basic earnings per share:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
29,080
|
|
|
$
|
25,762
|
|
Distributed and undistributed earnings to participating securities
|
(125
|
)
|
|
(75
|
)
|
||
Income available to common shareholders
|
$
|
28,955
|
|
|
$
|
25,687
|
|
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding
|
48,585,553
|
|
|
48,197,596
|
|
||
Less: Average unallocated ESOP shares
|
(1,134,580
|
)
|
|
(1,187,533
|
)
|
||
Average unvested restricted stock awards
|
(204,691
|
)
|
|
(137,730
|
)
|
||
Average shares for basic earnings per share
|
47,246,282
|
|
|
46,872,333
|
|
||
Basic earnings per common share
|
$
|
0.61
|
|
|
$
|
0.55
|
|
Diluted earnings per share:
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Income available to common shareholders
|
$
|
28,955
|
|
|
$
|
25,687
|
|
Denominator:
|
|
|
|
||||
Average shares for basic earnings per share
|
47,246,282
|
|
|
46,872,333
|
|
||
Dilutive effect of share-based compensation plan
|
589,411
|
|
|
692,254
|
|
||
Average shares for diluted earnings per share
|
47,835,693
|
|
|
47,564,587
|
|
||
Diluted earnings per common share
|
$
|
0.61
|
|
|
$
|
0.54
|
|
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
|
469,208
|
|
|
184,000
|
|
March 31, 2019
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Agency residential mortgage-backed securities 1
|
$
|
143,072
|
|
|
$
|
244
|
|
|
$
|
2,134
|
|
|
$
|
141,182
|
|
Agency commercial mortgage-backed securities 1
|
8,436
|
|
|
—
|
|
|
88
|
|
|
8,348
|
|
||||
Agency residential collateralized mortgage obligations 1
|
308,655
|
|
|
1,435
|
|
|
2,649
|
|
|
307,441
|
|
||||
Municipal bonds
|
22,343
|
|
|
166
|
|
|
54
|
|
|
22,455
|
|
||||
Total securities
|
$
|
482,506
|
|
|
$
|
1,845
|
|
|
$
|
4,925
|
|
|
$
|
479,426
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Agency residential mortgage-backed securities 1
|
$
|
153,671
|
|
|
$
|
283
|
|
|
$
|
4,083
|
|
|
$
|
149,871
|
|
Agency commercial mortgage-backed securities 1
|
9,063
|
|
|
—
|
|
|
143
|
|
|
8,920
|
|
||||
Agency residential collateralized mortgage obligations 1
|
284,886
|
|
|
603
|
|
|
4,850
|
|
|
280,639
|
|
||||
US government and agency securities
|
1,500
|
|
|
43
|
|
|
—
|
|
|
1,543
|
|
||||
Municipal bonds
|
31,053
|
|
|
87
|
|
|
367
|
|
|
30,773
|
|
||||
Total securities
|
$
|
480,173
|
|
|
$
|
1,016
|
|
|
$
|
9,443
|
|
|
$
|
471,746
|
|
1
|
Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
March 31, 2019
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Agency residential mortgage-backed securities 1
|
$
|
50,791
|
|
|
$
|
489
|
|
|
$
|
595
|
|
|
$
|
50,685
|
|
Agency commercial mortgage-backed securities 1
|
21,740
|
|
|
177
|
|
|
15
|
|
|
21,902
|
|
||||
Agency residential collateralized mortgage obligations 1
|
15,813
|
|
|
49
|
|
|
76
|
|
|
15,786
|
|
||||
Municipal bonds
|
46,932
|
|
|
305
|
|
|
150
|
|
|
47,087
|
|
||||
Total securities
|
$
|
135,276
|
|
|
$
|
1,020
|
|
|
$
|
836
|
|
|
$
|
135,460
|
|
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Agency residential mortgage-backed securities 1
|
$
|
53,377
|
|
|
$
|
266
|
|
|
$
|
1,151
|
|
|
$
|
52,492
|
|
Agency commercial mortgage-backed securities 1
|
21,872
|
|
|
60
|
|
|
167
|
|
|
21,765
|
|
||||
Agency residential collateralized mortgage obligations 1
|
17,645
|
|
|
25
|
|
|
124
|
|
|
17,546
|
|
||||
Municipal bonds
|
53,152
|
|
|
305
|
|
|
469
|
|
|
52,988
|
|
||||
Total securities
|
$
|
146,046
|
|
|
$
|
656
|
|
|
$
|
1,911
|
|
|
$
|
144,791
|
|
1
|
Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
|
HTM
|
|
AFS
|
||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Fair Value
|
||||||
Due in one year or less
|
$
|
966
|
|
|
$
|
973
|
|
|
$
|
1,802
|
|
Due after one to five years
|
17,904
|
|
|
18,046
|
|
|
7,093
|
|
|||
Due after five to ten years
|
27,168
|
|
|
27,166
|
|
|
11,360
|
|
|||
Due after ten years
|
894
|
|
|
902
|
|
|
2,200
|
|
|||
Agency residential mortgage-backed securities
|
50,791
|
|
|
50,685
|
|
|
141,182
|
|
|||
Agency commercial mortgage-backed securities
|
21,740
|
|
|
21,902
|
|
|
8,348
|
|
|||
Agency residential collateralized mortgage obligations
|
15,813
|
|
|
15,786
|
|
|
307,441
|
|
|||
Total
|
$
|
135,276
|
|
|
$
|
135,460
|
|
|
$
|
479,426
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Proceeds
|
$
|
23,886
|
|
|
$
|
—
|
|
Gross gains
|
161
|
|
|
—
|
|
||
Gross losses
|
155
|
|
|
—
|
|
||
Tax expense of securities gains/losses
|
1
|
|
|
—
|
|
AFS
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
March 31, 2019
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Agency residential mortgage-backed securities 1
|
$
|
1,112
|
|
|
$
|
6
|
|
|
$
|
121,158
|
|
|
$
|
2,128
|
|
|
$
|
122,270
|
|
|
$
|
2,134
|
|
Agency commercial mortgage-backed securities 1
|
—
|
|
|
—
|
|
|
8,348
|
|
|
88
|
|
|
8,348
|
|
|
88
|
|
||||||
Agency residential collateralized mortgage obligations 1
|
5,456
|
|
|
6
|
|
|
165,800
|
|
|
2,643
|
|
|
171,256
|
|
|
2,649
|
|
||||||
Municipal bonds
|
988
|
|
|
7
|
|
|
8,734
|
|
|
47
|
|
|
9,722
|
|
|
54
|
|
||||||
Total temporarily impaired
|
$
|
7,556
|
|
|
$
|
19
|
|
|
$
|
304,040
|
|
|
$
|
4,906
|
|
|
$
|
311,596
|
|
|
$
|
4,925
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency residential mortgage-backed securities 1
|
$
|
4,770
|
|
|
$
|
27
|
|
|
$
|
123,413
|
|
|
$
|
4,056
|
|
|
$
|
128,183
|
|
|
$
|
4,083
|
|
Agency commercial mortgage-backed securities 1
|
—
|
|
|
—
|
|
|
8,921
|
|
|
143
|
|
|
8,921
|
|
|
143
|
|
||||||
Agency residential collateralized mortgage obligations 1
|
32,668
|
|
|
195
|
|
|
153,131
|
|
|
4,655
|
|
|
185,799
|
|
|
4,850
|
|
||||||
Municipal bonds
|
6,326
|
|
|
59
|
|
|
16,260
|
|
|
308
|
|
|
22,586
|
|
|
367
|
|
||||||
Total temporarily impaired
|
$
|
43,764
|
|
|
$
|
281
|
|
|
$
|
301,725
|
|
|
$
|
9,162
|
|
|
$
|
345,489
|
|
|
$
|
9,443
|
|
HTM
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
March 31, 2019
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
|
Fair Value
|
|
Unrealized Loss
|
||||||||||||
Agency residential mortgage-backed securities 1
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,206
|
|
|
$
|
595
|
|
|
$
|
29,206
|
|
|
$
|
595
|
|
Agency commercial mortgage-backed securities 1
|
—
|
|
|
—
|
|
|
11,960
|
|
|
15
|
|
|
11,960
|
|
|
15
|
|
||||||
Agency residential collateralized mortgage obligations 1
|
—
|
|
|
—
|
|
|
7,088
|
|
|
76
|
|
|
7,088
|
|
|
76
|
|
||||||
Municipal bonds
|
—
|
|
|
—
|
|
|
15,581
|
|
|
150
|
|
|
15,581
|
|
|
150
|
|
||||||
Total temporarily impaired
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,835
|
|
|
$
|
836
|
|
|
$
|
63,835
|
|
|
$
|
836
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency residential mortgage-backed securities 1
|
$
|
5,002
|
|
|
$
|
15
|
|
|
$
|
30,180
|
|
|
$
|
1,136
|
|
|
$
|
35,182
|
|
|
$
|
1,151
|
|
Agency commercial mortgage-backed securities 1
|
6,465
|
|
|
41
|
|
|
6,964
|
|
|
126
|
|
|
13,429
|
|
|
167
|
|
||||||
Agency residential collateralized mortgage obligations 1
|
3,994
|
|
|
11
|
|
|
6,213
|
|
|
113
|
|
|
10,207
|
|
|
124
|
|
||||||
Municipal bonds
|
7,131
|
|
|
17
|
|
|
20,244
|
|
|
452
|
|
|
27,375
|
|
|
469
|
|
||||||
Total temporarily impaired
|
$
|
22,592
|
|
|
$
|
84
|
|
|
$
|
63,601
|
|
|
$
|
1,827
|
|
|
$
|
86,193
|
|
|
$
|
1,911
|
|
1
|
Mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Loans held for sale, at fair value
|
$
|
11,380
|
|
|
$
|
23,193
|
|
|
|
|
|
||||
Loans held for investment:
|
|
|
|
||||
Commercial real estate
|
$
|
3,122,726
|
|
|
$
|
3,026,754
|
|
Commercial and industrial
|
2,070,715
|
|
|
2,057,791
|
|
||
Construction and land
|
282,463
|
|
|
270,629
|
|
||
Consumer real estate
|
1,423,095
|
|
|
1,390,378
|
|
||
Other consumer
|
45,732
|
|
|
45,171
|
|
||
Gross loans held for investment, excluding Warehouse Purchase Program
|
6,944,731
|
|
|
6,790,723
|
|
||
Net of:
|
|
|
|
||||
Deferred costs (fees) and discounts, net
|
10,818
|
|
|
10,397
|
|
||
Allowance for loan losses
|
(77,530
|
)
|
|
(67,428
|
)
|
||
Net loans held for investment, excluding Warehouse Purchase Program
|
6,878,019
|
|
|
6,733,692
|
|
||
Warehouse Purchase Program
|
1,096,160
|
|
|
960,404
|
|
||
Total loans held for investment
|
$
|
7,974,179
|
|
|
$
|
7,694,096
|
|
For the three months ended March 31, 2019
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
|
Other Consumer
|
|
Total
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
20,045
|
|
|
$
|
36,398
|
|
|
$
|
3,910
|
|
|
$
|
5,843
|
|
|
$
|
1,232
|
|
|
$
|
67,428
|
|
Charge-offs
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
(23
|
)
|
|
(244
|
)
|
|
(359
|
)
|
||||||
Recoveries
|
—
|
|
|
555
|
|
|
—
|
|
|
20
|
|
|
47
|
|
|
622
|
|
||||||
Provision expense (benefit)
|
1,480
|
|
|
7,860
|
|
|
(73
|
)
|
|
232
|
|
|
340
|
|
|
9,839
|
|
||||||
Ending balance
|
$
|
21,525
|
|
|
$
|
44,721
|
|
|
$
|
3,837
|
|
|
$
|
6,072
|
|
|
$
|
1,375
|
|
|
$
|
77,530
|
|
Allowance ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
10
|
|
|
$
|
19,141
|
|
|
$
|
—
|
|
|
$
|
224
|
|
|
$
|
26
|
|
|
$
|
19,401
|
|
Collectively evaluated for impairment
|
21,515
|
|
|
25,580
|
|
|
3,837
|
|
|
5,848
|
|
|
1,349
|
|
|
58,129
|
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
6,623
|
|
|
49,259
|
|
|
—
|
|
|
2,660
|
|
|
5
|
|
|
58,547
|
|
||||||
Collectively evaluated for impairment
|
3,115,879
|
|
|
2,021,358
|
|
|
282,463
|
|
|
1,419,744
|
|
|
45,553
|
|
|
6,884,997
|
|
||||||
PCI loans
|
224
|
|
|
98
|
|
|
—
|
|
|
691
|
|
|
174
|
|
|
1,187
|
|
||||||
Ending balance
|
$
|
3,122,726
|
|
|
$
|
2,070,715
|
|
|
$
|
282,463
|
|
|
$
|
1,423,095
|
|
|
$
|
45,732
|
|
|
$
|
6,944,731
|
|
For the three months ended March 31, 2018
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
|
Other Consumer
|
|
Total
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
21,587
|
|
|
$
|
39,005
|
|
|
$
|
4,644
|
|
|
$
|
4,838
|
|
|
$
|
1,227
|
|
|
$
|
71,301
|
|
Charge-offs
|
(3
|
)
|
|
(12,236
|
)
|
|
—
|
|
|
—
|
|
|
(288
|
)
|
|
(12,527
|
)
|
||||||
Recoveries
|
—
|
|
|
22
|
|
|
—
|
|
|
11
|
|
|
66
|
|
|
99
|
|
||||||
Provision expense (benefit)
|
(46
|
)
|
|
15,973
|
|
|
(706
|
)
|
|
180
|
|
|
234
|
|
|
15,635
|
|
||||||
Ending balance
|
$
|
21,538
|
|
|
$
|
42,764
|
|
|
$
|
3,938
|
|
|
$
|
5,029
|
|
|
$
|
1,239
|
|
|
$
|
74,508
|
|
Allowance ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
56
|
|
|
$
|
11,250
|
|
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
30
|
|
|
$
|
11,562
|
|
Collectively evaluated for impairment
|
21,482
|
|
|
31,514
|
|
|
3,938
|
|
|
4,803
|
|
|
1,209
|
|
|
62,946
|
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
3,748
|
|
|
40,453
|
|
|
—
|
|
|
2,911
|
|
|
23
|
|
|
47,135
|
|
||||||
Collectively evaluated for impairment
|
3,047,695
|
|
|
1,926,847
|
|
|
252,213
|
|
|
1,248,769
|
|
|
43,080
|
|
|
6,518,604
|
|
||||||
PCI loans
|
2,307
|
|
|
143
|
|
|
—
|
|
|
753
|
|
|
181
|
|
|
3,384
|
|
||||||
Ending balance
|
$
|
3,053,750
|
|
|
$
|
1,967,443
|
|
|
$
|
252,213
|
|
|
$
|
1,252,433
|
|
|
$
|
43,284
|
|
|
$
|
6,569,123
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
729
|
|
|
$
|
929
|
|
Charge-offs on lending-related commitments
|
—
|
|
|
—
|
|
||
Provision (benefit) for credit losses on lending-related commitments
|
(39
|
)
|
|
28
|
|
||
Ending balance
|
$
|
690
|
|
|
$
|
957
|
|
March 31, 2019
|
|
Unpaid
Contractual Principal Balance |
|
Recorded
Investment With No Allowance |
|
Recorded
Investment With Allowance |
|
Total Recorded Investment
|
|
Related
Allowance |
||||||||||
Commercial real estate
|
|
$
|
6,641
|
|
|
$
|
6,623
|
|
|
$
|
—
|
|
|
$
|
6,623
|
|
|
$
|
—
|
|
Commercial and industrial
|
|
49,779
|
|
|
1,569
|
|
|
47,690
|
|
|
49,259
|
|
|
19,141
|
|
|||||
Consumer real estate
|
|
3,155
|
|
|
2,656
|
|
|
4
|
|
|
2,660
|
|
|
4
|
|
|||||
Other consumer
|
|
20
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|||||
Total
|
|
$
|
59,595
|
|
|
$
|
10,848
|
|
|
$
|
47,699
|
|
|
$
|
58,547
|
|
|
$
|
19,149
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
|
$
|
177
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
—
|
|
Commercial and industrial
|
|
17,124
|
|
|
1,844
|
|
|
14,864
|
|
|
16,708
|
|
|
4,109
|
|
|||||
Consumer real estate
|
|
2,865
|
|
|
2,370
|
|
|
5
|
|
|
2,375
|
|
|
4
|
|
|||||
Other consumer
|
|
35
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|||||
Total
|
|
$
|
20,201
|
|
|
$
|
4,373
|
|
|
$
|
14,872
|
|
|
$
|
19,245
|
|
|
$
|
4,116
|
|
1
|
No Warehouse Purchase Program loans were impaired at March 31, 2019 or December 31, 2018. Loans reported do not include PCI loans.
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||
Commercial real estate
|
|
$
|
1,774
|
|
|
$
|
2
|
|
|
$
|
3,879
|
|
|
$
|
2
|
|
Commercial and industrial
|
|
24,552
|
|
|
—
|
|
|
63,294
|
|
|
—
|
|
||||
Consumer real estate
|
|
2,515
|
|
|
10
|
|
|
2,952
|
|
|
8
|
|
||||
Other consumer
|
|
4
|
|
|
—
|
|
|
29
|
|
|
1
|
|
||||
Total
|
|
$
|
28,845
|
|
|
$
|
12
|
|
|
$
|
70,154
|
|
|
$
|
11
|
|
1
|
Loans reported do not include PCI loans.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial real estate
|
$
|
6,623
|
|
|
$
|
159
|
|
Commercial and industrial
|
49,261
|
|
|
16,710
|
|
||
Consumer real estate
|
5,123
|
|
|
5,506
|
|
||
Other consumer
|
21
|
|
|
46
|
|
||
Total
|
$
|
61,028
|
|
|
$
|
22,421
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Nonaccrual TDRs(1)
|
$
|
8,479
|
|
|
$
|
1,160
|
|
Performing TDRs (2)
|
857
|
|
|
926
|
|
||
Total
|
$
|
9,336
|
|
|
$
|
2,086
|
|
Outstanding commitments to lend additional funds to borrowers with TDR loans
|
—
|
|
|
—
|
|
1
|
Nonaccrual TDR loans are included in the nonaccrual loan totals.
|
2
|
Performing TDR loans are loans that have been performing under the restructured terms for at least six months and the Company is accruing interest on these loans.
|
Three Months Ended March 31, 2019
|
|
Principal Deferrals
|
|
||
Commercial and industrial
|
|
$
|
7,401
|
|
|
Other consumer
|
|
3
|
|
|
|
Total
|
|
$
|
7,404
|
|
|
Three Months Ended March 31, 2018
|
|
|
|||
Commercial and industrial
|
|
$
|
83
|
|
|
Total
|
|
$
|
83
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Carrying amount 1
|
$
|
935
|
|
|
$
|
939
|
|
Outstanding balance
|
1,129
|
|
|
1,170
|
|
1
|
The carrying amounts are reported net of allowance for loan losses of $252 and $250 as of March 31, 2019 and December 31, 2018.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
624
|
|
|
$
|
2,279
|
|
Reclassifications from nonaccretable
|
35
|
|
|
51
|
|
||
Disposals
|
—
|
|
|
(64
|
)
|
||
Accretion
|
(50
|
)
|
|
(99
|
)
|
||
Balance at end of period
|
$
|
609
|
|
|
$
|
2,167
|
|
March 31, 2019
|
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
|
$
|
11,667
|
|
|
$
|
484
|
|
|
$
|
—
|
|
|
$
|
12,151
|
|
|
$
|
3,110,575
|
|
|
$
|
3,122,726
|
|
Commercial and industrial
|
10,344
|
|
|
86
|
|
|
37
|
|
|
10,467
|
|
|
2,060,248
|
|
|
2,070,715
|
|
||||||
Construction and land
|
558
|
|
|
—
|
|
|
—
|
|
|
558
|
|
|
281,905
|
|
|
282,463
|
|
||||||
Consumer real estate
|
25,784
|
|
|
724
|
|
|
802
|
|
|
27,310
|
|
|
1,395,785
|
|
|
1,423,095
|
|
||||||
Other consumer
|
295
|
|
|
138
|
|
|
—
|
|
|
433
|
|
|
45,299
|
|
|
45,732
|
|
||||||
Total
|
$
|
48,648
|
|
|
$
|
1,432
|
|
|
$
|
839
|
|
|
$
|
50,919
|
|
|
$
|
6,893,812
|
|
|
$
|
6,944,731
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
3,026,748
|
|
|
$
|
3,026,754
|
|
Commercial and industrial
|
289
|
|
|
—
|
|
|
217
|
|
|
506
|
|
|
2,057,285
|
|
|
2,057,791
|
|
||||||
Construction and land
|
557
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|
270,072
|
|
|
270,629
|
|
||||||
Consumer real estate
|
18,885
|
|
|
4,241
|
|
|
1,632
|
|
|
24,758
|
|
|
1,365,620
|
|
|
1,390,378
|
|
||||||
Other consumer
|
271
|
|
|
15
|
|
|
29
|
|
|
315
|
|
|
44,856
|
|
|
45,171
|
|
||||||
Total
|
$
|
20,008
|
|
|
$
|
4,256
|
|
|
$
|
1,878
|
|
|
$
|
26,142
|
|
|
$
|
6,764,581
|
|
|
$
|
6,790,723
|
|
1
|
Includes acquired PCI loans with a total carrying value of $1,130 and $1,120 at March 31, 2019 and December 31, 2018, respectively.
|
March 31, 2019
|
|
Commercial Real Estate
|
|
Commercial and Industrial
|
|
Construction and Land
|
|
Consumer Real Estate
|
||||||||
Grade: 1
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
3,094,100
|
|
|
$
|
1,917,294
|
|
|
$
|
282,463
|
|
|
$
|
1,414,122
|
|
Special Mention
|
|
20,561
|
|
|
57,065
|
|
|
—
|
|
|
2,714
|
|
||||
Substandard
|
|
8,065
|
|
|
96,354
|
|
|
—
|
|
|
5,927
|
|
||||
Doubtful
|
|
—
|
|
|
2
|
|
|
—
|
|
|
332
|
|
||||
Total
|
|
$
|
3,122,726
|
|
|
$
|
2,070,715
|
|
|
$
|
282,463
|
|
|
$
|
1,423,095
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Grade: 1
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
3,007,810
|
|
|
$
|
1,935,786
|
|
|
$
|
270,629
|
|
|
$
|
1,382,388
|
|
Special Mention
|
|
17,322
|
|
|
56,016
|
|
|
—
|
|
|
1,218
|
|
||||
Substandard
|
|
1,622
|
|
|
65,987
|
|
|
—
|
|
|
6,429
|
|
||||
Doubtful
|
|
—
|
|
|
2
|
|
|
—
|
|
|
343
|
|
||||
Total
|
|
$
|
3,026,754
|
|
|
$
|
2,057,791
|
|
|
$
|
270,629
|
|
|
$
|
1,390,378
|
|
1
|
PCI loans are included in the substandard or doubtful categories. These categories are consistent with the “substandard” and “doubtful” categories as defined by regulatory authorities.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Performing
|
$
|
45,711
|
|
|
$
|
45,125
|
|
Non-performing
|
21
|
|
|
46
|
|
||
Total
|
$
|
45,732
|
|
|
$
|
45,171
|
|
|
|
Fair Value Measurements Using Level 2
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
|
|
|
||||
Agency residential mortgage-backed securities
|
|
$
|
141,182
|
|
|
$
|
149,871
|
|
Agency commercial mortgage-backed securities
|
|
8,348
|
|
|
8,920
|
|
||
Agency residential collateralized mortgage obligations
|
|
307,441
|
|
|
280,639
|
|
||
US government and agency securities
|
|
—
|
|
|
1,543
|
|
||
Municipal bonds
|
|
22,455
|
|
|
30,773
|
|
||
Total securities available for sale
|
|
$
|
479,426
|
|
|
$
|
471,746
|
|
|
|
|
|
|
||||
Loans held for sale 1
|
|
$
|
11,380
|
|
|
$
|
23,193
|
|
Derivative financial instruments:
|
|
|
|
|
||||
Interest rate lock commitments
|
|
699
|
|
|
459
|
|
||
Forward mortgage-backed securities trades
|
|
5
|
|
|
—
|
|
||
Loan customer counterparty
|
|
1,704
|
|
|
578
|
|
||
Financial institution counterparty
|
|
536
|
|
|
1,118
|
|
||
Liabilities:
|
|
|
|
|
||||
Derivative financial instruments:
|
|
|
|
|
||||
Interest rate lock commitments
|
|
—
|
|
|
—
|
|
||
Forward mortgage-backed securities trades
|
|
231
|
|
|
163
|
|
||
Loan customer counterparty
|
|
536
|
|
|
1,118
|
|
||
Financial institution counterparty
|
|
1,704
|
|
|
578
|
|
1
|
At March 31, 2019 and December 31, 2018, loans held for sale had an aggregate outstanding principal balance of $10,975 and $22,402, respectively. There were no mortgage loans held for sale that were 90 days or greater past due or on non-accrual at March 31, 2019 or December 31, 2018.
|
|
|
Fair Value Measurements Using Level 3
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
|
|
|
||||
Impaired loans
|
|
$
|
28,550
|
|
|
$
|
10,756
|
|
Foreclosed assets:
|
|
|
|
|
||||
Consumer real estate
|
|
176
|
|
|
720
|
|
||
Other
|
|
606
|
|
|
613
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
March 31, 2019
|
|
Carrying
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
274,523
|
|
|
$
|
274,523
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
|
135,276
|
|
|
—
|
|
|
135,460
|
|
|
—
|
|
||||
Loans held for investment, net
|
|
6,878,019
|
|
|
—
|
|
|
—
|
|
|
6,807,813
|
|
||||
Loans held for investment - Warehouse Purchase Program
|
|
1,096,160
|
|
|
—
|
|
|
—
|
|
|
1,096,160
|
|
||||
FHLB and other restricted securities, at cost
|
|
56,044
|
|
|
—
|
|
|
56,044
|
|
|
—
|
|
||||
Accrued interest receivable
|
|
31,507
|
|
|
31,507
|
|
|
—
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
$
|
7,077,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,074,649
|
|
FHLB advances
|
|
820,084
|
|
|
—
|
|
|
—
|
|
|
820,161
|
|
||||
Repurchase agreements
|
|
37,277
|
|
|
—
|
|
|
—
|
|
|
33,008
|
|
||||
Subordinated debt
|
|
135,135
|
|
|
—
|
|
|
—
|
|
|
137,360
|
|
||||
Accrued interest payable
|
|
6,235
|
|
|
6,235
|
|
|
—
|
|
|
—
|
|
||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
269,193
|
|
|
$
|
269,193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
|
146,046
|
|
|
—
|
|
|
144,791
|
|
|
—
|
|
||||
Loans held for investment, net
|
|
6,733,692
|
|
|
—
|
|
|
—
|
|
|
6,664,703
|
|
||||
Loans held for investment - Warehouse Purchase Program
|
|
960,404
|
|
|
—
|
|
|
—
|
|
|
960,404
|
|
||||
FHLB and other restricted securities, at cost
|
|
56,226
|
|
|
—
|
|
|
56,226
|
|
|
—
|
|
||||
Accrued interest receivable
|
|
27,104
|
|
|
27,104
|
|
|
—
|
|
|
—
|
|
||||
Financial liabilities
|
|
|
|
|
|
|
|
|
||||||||
Deposits 1
|
|
$
|
6,841,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,834,351
|
|
FHLB advances
|
|
825,409
|
|
|
—
|
|
|
—
|
|
|
825,496
|
|
||||
Repurchase agreement
|
|
50,340
|
|
|
—
|
|
|
—
|
|
|
44,214
|
|
||||
Subordinated debt
|
|
135,012
|
|
|
—
|
|
|
—
|
|
|
138,524
|
|
||||
Accrued interest payable
|
|
4,428
|
|
|
4,428
|
|
|
—
|
|
|
—
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Outstanding Notional Balance
|
|
Asset Derivative Fair Value
|
|
Liability Derivative Fair Value
|
|
Outstanding Notional Balance
|
|
Asset Derivative Fair Value
|
|
Liability Derivative Fair Value
|
||||||||||||
IRLCs
|
$
|
19,674
|
|
|
$
|
699
|
|
|
$
|
—
|
|
|
$
|
12,287
|
|
|
$
|
459
|
|
|
$
|
—
|
|
Forward mortgage-backed securities trades
|
28,633
|
|
|
5
|
|
|
231
|
|
|
24,133
|
|
|
—
|
|
|
163
|
|
||||||
Commercial loan interest rate swaps and caps:
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loan customer counterparty
|
$
|
112,004
|
|
|
$
|
1,704
|
|
|
$
|
536
|
|
|
$
|
64,130
|
|
|
$
|
578
|
|
|
$
|
1,118
|
|
Financial institution counterparty
|
112,004
|
|
|
536
|
|
|
1,704
|
|
|
64,130
|
|
|
1,118
|
|
|
578
|
|
|
|
Weighted-Average Interest Rate
|
||||||||||
March 31, 2019
|
|
December 31, 2018
|
||||||||||
Received
|
|
Paid
|
|
Received
|
|
Paid
|
||||||
Loan customer counterparty
|
|
4.09
|
%
|
|
4.34
|
%
|
|
4.21
|
%
|
|
4.29
|
%
|
Derivatives not designated as hedging instruments
|
Three Months Ended March 31,
|
||||||
2019
|
|
2018
|
|||||
IRLCs
|
$
|
240
|
|
|
$
|
87
|
|
Forward mortgage-backed securities trades
|
(337
|
)
|
|
399
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Restricted stock
|
$
|
1,879
|
|
|
$
|
1,064
|
|
Stock options
|
671
|
|
|
991
|
|
||
Income tax benefit
|
536
|
|
|
432
|
|
|
Time-Vested Restricted Shares Outstanding
|
|
Performance-Based Restricted Shares Outstanding
|
|
Stock Options Outstanding
|
|||||||||||||||
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share 1
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share 2
|
|
Number of Shares
|
|
Weighted-
Average Exercise Price per Share |
|||||||||
Beginning balance
|
191,803
|
|
|
$
|
38.90
|
|
|
78,958
|
|
|
$
|
32.09
|
|
|
1,832,887
|
|
|
$
|
26.97
|
|
Granted
|
43,900
|
|
|
42.39
|
|
|
28,600
|
|
3
|
37.39
|
|
|
—
|
|
|
—
|
|
|||
Additional performance-based shares issued at vesting
|
—
|
|
|
—
|
|
|
20,100
|
|
4
|
35.13
|
|
|
—
|
|
|
—
|
|
|||
Vested/exercised
|
(17,949
|
)
|
|
42.40
|
|
|
(60,300
|
)
|
|
35.13
|
|
|
(95,619
|
)
|
|
26.03
|
|
|||
Forfeited/expired
|
(1,010
|
)
|
|
43.89
|
|
|
—
|
|
|
—
|
|
|
(30,917
|
)
|
|
31.84
|
|
|||
Ending balance
|
216,744
|
|
|
$
|
39.30
|
|
|
67,358
|
|
|
$
|
37.39
|
|
|
1,706,351
|
|
|
$
|
26.93
|
|
1
|
For restricted stock awards with time-based vesting conditions, the grant date fair value is based upon the closing stock price as quoted on the Nasdaq Stock Market on the grant date.
|
2
|
For restricted stock awards with performance-based vesting conditions, the value of the award is based upon the closing stock price as quoted on the Nasdaq Stock Market on the date of vesting. Until the final value is determined on the vesting date, the Company estimates the fair value based upon the closing stock price as quoted on the Nasdaq Stock Market near the last business day of each month.
|
3
|
The 28,600 performance-based shares granted are represented at target; however, if certain performance metrics are met at vesting, the shares may be awarded at up to 200% of their target amount, with an additional 20% increase or decrease in the total share award at vesting depending on the Company’s Total Shareholder Return percentage for the determined period.
|
4
|
Performance-based restricted stock awards that achieved the maximum performance goals and vested at 150% based on Company return on average assets and return on average equity relative to a specified peer group of financial institutions over a three-year performance period that commenced in January 2016 and ended in December 2018. The 20,100 shares represents the additional shares issued to bring the vesting share amount from target (100%) to maximum (150%.)
|
|
Unrecognized Compensation Expense
|
|
Weighted-Average Period of Expense
|
||
Non-vested restricted shares
|
$
|
7,564
|
|
|
1.8
|
Non-vested stock options
|
$
|
2,624
|
|
|
1.0
|
Balance sheet:
|
|
|
||
Operating lease asset classified as premises and equipment
|
|
$
|
35,480
|
|
Operating lease liability classified as other liabilities
|
|
39,170
|
|
|
Income statement:
|
|
|
||
Operating lease cost classified as occupancy and equipment expense
|
|
$
|
1,488
|
|
Weighted average lease term, in years
|
|
9.52
|
|
|
Weighted average discount rate1
|
|
4.87
|
%
|
|
Operating cash flows
|
|
$
|
1,500
|
|
1.
|
The discount rate was developed by using the US Financials A+, A, A- BVAL curve (base curve), which represents the unsecured borrowing cost of banks with similar credit ratings as the Company. A liquidity premium was derived from recent market transactions and applied to the base curve to determine final discount rates.
|
|
Balance
|
||
April 1, 2019 to March 31, 2020
|
$
|
6,113
|
|
April 1, 2020 to March 31, 2021
|
5,752
|
|
|
April 1, 2021 to March 31, 2022
|
5,561
|
|
|
April 1, 2022 to March 31, 2023
|
4,989
|
|
|
April 1, 2023 to March 31, 2024
|
4,832
|
|
|
Thereafter
|
22,197
|
|
|
Total lease payments
|
49,444
|
|
|
Less: Interest
|
(10,274
|
)
|
|
Present value of lease liabilities
|
$
|
39,170
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Net deferred tax liabilities
|
$
|
6,278
|
|
|
$
|
9,769
|
|
Estimated annual effective tax rate
|
21
|
%
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Unused commitments to extend credit
|
$
|
1,797,838
|
|
|
$
|
1,850,351
|
|
Unused capacity on Warehouse Purchase Program loans
|
741,340
|
|
|
967,096
|
|
||
Standby letters of credit
|
80,906
|
|
|
46,383
|
|
||
Total unused commitments/capacity
|
$
|
2,620,084
|
|
|
$
|
2,863,830
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Net income for the three months ended March 31, 2019 was $29.1 million, an increase of $3.3 million, or 12.9%, from net income of $25.8 million for the three months ended March 31, 2018. The increase in net income was driven by higher interest income on loans and a lower provision for credit losses, which was partially offset by higher interest and non-interest expense, as well as lower non-interest income.
|
•
|
The net interest margin for the three months ended March 31, 2019 was 3.89%, a four basis point increase from the three months ended March 31, 2018.
|
•
|
Assets totaled $9.35 billion at March 31, 2019, which generated basic earnings per share for the three months ended March 31, 2019 of $0.61.
|
•
|
Gross loans held for investment at March 31, 2019, excluding Warehouse Purchase Program loans, grew $154.0 million from December 31, 2018, while Warehouse Purchase Program loans, which totaled $1.10 billion at March 31, 2019, increased by $135.8 million from December 31, 2018.
|
•
|
Total deposits at March 31, 2019 grew $235.7 million from December 31, 2018, which included increases in interest-bearing demand, time, and savings and money market deposits, while non-interest-bearing demand deposits decreased by $21.1 million for the same period.
|
•
|
Non-performing loans increased by $38.6 million from December 31, 2018, totaling $61.0 million at March 31, 2019.
|
|
March 31,
2019 |
|
December 31,
2018 |
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Commercial real estate
|
$
|
3,122,726
|
|
|
$
|
3,026,754
|
|
|
$
|
95,972
|
|
|
3.2
|
%
|
Commercial and industrial
|
2,070,715
|
|
|
2,057,791
|
|
|
12,924
|
|
|
0.6
|
|
|||
Construction and land
|
282,463
|
|
|
270,629
|
|
|
11,834
|
|
|
4.4
|
|
|||
Consumer real estate
|
1,423,095
|
|
|
1,390,378
|
|
|
32,717
|
|
|
2.4
|
|
|||
Other consumer
|
45,732
|
|
|
45,171
|
|
|
561
|
|
|
1.2
|
|
|||
Gross loans held for investment, excluding Warehouse Purchase Program loans
|
6,944,731
|
|
|
6,790,723
|
|
|
154,008
|
|
|
2.3
|
|
|||
Warehouse Purchase Program
|
1,096,160
|
|
|
960,404
|
|
|
135,756
|
|
|
14.1
|
|
|||
Gross loans held for investment
|
8,040,891
|
|
|
7,751,127
|
|
|
289,764
|
|
|
3.7
|
|
|||
Loans held for sale
|
11,380
|
|
|
23,193
|
|
|
(11,813
|
)
|
|
(50.9
|
)
|
|||
Gross loans
|
$
|
8,052,271
|
|
|
$
|
7,774,320
|
|
|
$
|
277,951
|
|
|
3.6
|
%
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Dollars in thousands)
|
||||||
Doubtful
|
$
|
335
|
|
|
$
|
345
|
|
Substandard
|
110,546
|
|
|
74,263
|
|
||
Total classified loans
|
110,881
|
|
|
74,608
|
|
||
Foreclosed assets
|
782
|
|
|
1,333
|
|
||
Total classified assets
|
$
|
111,663
|
|
|
$
|
75,941
|
|
|
March 31,
2019 |
|
December 31, 2018
|
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest-bearing demand
|
$
|
1,752,694
|
|
|
$
|
1,773,762
|
|
|
$
|
(21,068
|
)
|
|
(1.2
|
)%
|
Interest-bearing demand
|
884,494
|
|
|
826,755
|
|
|
57,739
|
|
|
7.0
|
|
|||
Savings and money market
|
2,492,226
|
|
|
2,455,787
|
|
|
36,439
|
|
|
1.5
|
|
|||
Time
|
1,948,011
|
|
|
1,785,411
|
|
|
162,600
|
|
|
9.1
|
|
|||
Total deposits
|
$
|
7,077,425
|
|
|
$
|
6,841,715
|
|
|
$
|
235,710
|
|
|
3.4
|
%
|
|
Balance
|
|
Weighted Average Rate
|
|||
|
(Dollars in thousands)
|
|||||
Less than 90 days
|
$
|
765,319
|
|
|
2.55
|
%
|
90 days to less than one year
|
51,907
|
|
|
2.61
|
|
|
One to three years
|
2,065
|
|
|
5.50
|
|
|
After three to five years
|
372
|
|
|
5.52
|
|
|
After five years
|
421
|
|
|
5.44
|
|
|
Total
|
$
|
820,084
|
|
|
2.57
|
%
|
|
March 31,
2019 |
|
December 31, 2018
|
|
Dollar
Change
|
|
Percent
Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Common stock
|
$
|
487
|
|
|
$
|
485
|
|
|
$
|
2
|
|
|
0.4
|
%
|
Additional paid-in capital
|
625,405
|
|
|
619,983
|
|
|
5,422
|
|
|
0.9
|
|
|||
Retained earnings
|
508,887
|
|
|
491,948
|
|
|
16,939
|
|
|
3.4
|
|
|||
Accumulated other comprehensive loss, net
|
(2,433
|
)
|
|
(6,658
|
)
|
|
4,225
|
|
|
(63.5
|
)
|
|||
Unearned ESOP shares
|
(11,259
|
)
|
|
(11,391
|
)
|
|
132
|
|
|
(1.2
|
)
|
|||
Total shareholders’ equity
|
$
|
1,121,087
|
|
|
$
|
1,094,367
|
|
|
$
|
26,720
|
|
|
2.4
|
%
|
|
Three Months Ended March 31,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2019
|
|
2018
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest and dividend income
|
|
|
|
|
|
|
|
|||||||
Loans, including fees
|
$
|
100,301
|
|
|
$
|
90,631
|
|
|
$
|
9,670
|
|
|
10.7
|
%
|
Securities
|
3,945
|
|
|
3,586
|
|
|
359
|
|
|
10.0
|
|
|||
Interest-bearing deposits in other financial institutions
|
1,277
|
|
|
969
|
|
|
308
|
|
|
31.8
|
|
|||
FHLB and Federal Reserve Bank stock and other
|
581
|
|
|
480
|
|
|
101
|
|
|
21.0
|
|
|||
|
$
|
106,104
|
|
|
$
|
95,666
|
|
|
$
|
10,438
|
|
|
10.9
|
%
|
|
Three Months Ended March 31,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2019
|
|
2018
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
18,215
|
|
|
$
|
12,032
|
|
|
$
|
6,183
|
|
|
51.4
|
%
|
FHLB advances
|
4,456
|
|
|
2,680
|
|
|
1,776
|
|
|
66.3
|
|
|||
Repurchase agreements and other borrowings
|
2,269
|
|
|
2,341
|
|
|
(72
|
)
|
|
(3.1
|
)
|
|||
|
$
|
24,940
|
|
|
$
|
17,053
|
|
|
$
|
7,887
|
|
|
46.2
|
%
|
|
Three Months Ended March 31,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2019
|
|
2018
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest income
|
|
|
|
|
|
|
|
|||||||
Service charges and other fees
|
$
|
7,255
|
|
|
$
|
7,927
|
|
|
$
|
(672
|
)
|
|
(8.5
|
)%
|
Net gain on sale of mortgage loans held for sale
|
1,525
|
|
|
1,809
|
|
|
(284
|
)
|
|
(15.7
|
)
|
|||
Bank-owned life insurance income
|
482
|
|
|
447
|
|
|
35
|
|
|
7.8
|
|
|||
Net gain (loss) on securities transactions
|
6
|
|
|
(128
|
)
|
|
134
|
|
|
N/M1
|
|
|||
Gain (loss) on sale and disposition of assets
|
(14
|
)
|
|
2,213
|
|
|
(2,227
|
)
|
|
N/M1
|
|
|||
Other
|
640
|
|
|
630
|
|
|
10
|
|
|
1.6
|
|
|||
|
$
|
9,894
|
|
|
$
|
12,898
|
|
|
$
|
(3,004
|
)
|
|
(23.3
|
)%
|
|
Three Months Ended March 31,
|
|
Dollar Change
|
|
Percent Change
|
|||||||||
|
2019
|
|
2018
|
|
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||
Non-interest expense
|
|
|
|
|
|
|
|
|||||||
Salaries and employee benefits
|
$
|
26,871
|
|
|
$
|
27,076
|
|
|
$
|
(205
|
)
|
|
(0.8
|
)%
|
Advertising
|
903
|
|
|
888
|
|
|
15
|
|
|
1.7
|
|
|||
Occupancy and equipment
|
3,899
|
|
|
3,860
|
|
|
39
|
|
|
1.0
|
|
|||
Outside professional services
|
1,285
|
|
|
1,250
|
|
|
35
|
|
|
2.8
|
|
|||
Regulatory assessments
|
618
|
|
|
1,154
|
|
|
(536
|
)
|
|
(46.4
|
)
|
|||
Data processing
|
5,933
|
|
|
4,703
|
|
|
1,230
|
|
|
26.2
|
|
|||
Office operations
|
2,335
|
|
|
2,300
|
|
|
35
|
|
|
1.5
|
|
|||
Other
|
2,463
|
|
|
2,648
|
|
|
(185
|
)
|
|
(7.0
|
)
|
|||
|
$
|
44,307
|
|
|
$
|
43,879
|
|
|
$
|
428
|
|
|
1.0
|
%
|
|
Three Months Ended March 31,
|
||||||||||
|
2019 versus 2018
|
||||||||||
|
Increase (Decrease) Due to
|
|
Total Increase (Decrease)
|
||||||||
|
Volume
|
|
Rate
|
|
|||||||
|
(Dollars in thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Commercial real estate
|
$
|
697
|
|
|
$
|
686
|
|
|
$
|
1,383
|
|
Warehouse Purchase Program
|
(2,763
|
)
|
|
1,463
|
|
|
(1,300
|
)
|
|||
Commercial and industrial
|
2,519
|
|
|
3,519
|
|
|
6,038
|
|
|||
Construction and land
|
75
|
|
|
585
|
|
|
660
|
|
|||
Consumer real estate
|
2,093
|
|
|
803
|
|
|
2,896
|
|
|||
Other consumer
|
6
|
|
|
29
|
|
|
35
|
|
|||
Loans held for sale
|
(61
|
)
|
|
19
|
|
|
(42
|
)
|
|||
Loans receivable
|
2,566
|
|
|
7,104
|
|
|
9,670
|
|
|||
Agency mortgage-backed securities
|
(264
|
)
|
|
162
|
|
|
(102
|
)
|
|||
Agency collateralized mortgage obligations
|
569
|
|
|
214
|
|
|
783
|
|
|||
Investment securities
|
(93
|
)
|
|
(229
|
)
|
|
(322
|
)
|
|||
FHLB and FRB stock and other restricted securities
|
(3
|
)
|
|
104
|
|
|
101
|
|
|||
Interest-earning deposit accounts
|
(93
|
)
|
|
401
|
|
|
308
|
|
|||
Total interest-earning assets
|
2,682
|
|
|
7,756
|
|
|
10,438
|
|
|||
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
Interest-bearing demand
|
(325
|
)
|
|
(104
|
)
|
|
(429
|
)
|
|||
Savings and money market
|
(510
|
)
|
|
2,394
|
|
|
1,884
|
|
|||
Time
|
1,415
|
|
|
3,313
|
|
|
4,728
|
|
|||
Borrowings
|
26
|
|
|
1,678
|
|
|
1,704
|
|
|||
Total interest-bearing liabilities
|
606
|
|
|
7,281
|
|
|
7,887
|
|
|||
Net interest income
|
$
|
2,076
|
|
|
$
|
475
|
|
|
$
|
2,551
|
|
|
March 31, 2019
|
||||||||||||||||||
|
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
|
$
|
5,129,414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,129,414
|
|
Certificates of deposit
|
1,193,075
|
|
|
727,666
|
|
|
26,879
|
|
|
391
|
|
|
1,948,011
|
|
|||||
FHLB advances 1
|
817,226
|
|
|
2,065
|
|
|
372
|
|
|
421
|
|
|
820,084
|
|
|||||
Repurchase agreements
|
37,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,277
|
|
|||||
Subordinated debt 1
|
—
|
|
|
—
|
|
|
—
|
|
|
140,464
|
|
|
140,464
|
|
|||||
Private equity fund for Community Reinvestment Act purposes
|
830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
830
|
|
|||||
Operating leases (premises)
|
4,365
|
|
|
8,400
|
|
|
7,650
|
|
|
18,755
|
|
|
39,170
|
|
|||||
Total contractual obligations
|
$
|
7,182,187
|
|
|
$
|
738,131
|
|
|
$
|
34,901
|
|
|
$
|
160,031
|
|
|
8,115,250
|
|
|
Off-balance sheet loan commitments: 2
|
|
|
|
|
|
|
|
|
|
||||||||||
Unused commitments to extend credit
|
$
|
888,646
|
|
|
$
|
660,082
|
|
|
$
|
185,975
|
|
|
$
|
63,135
|
|
|
1,797,838
|
|
|
Unused capacity on Warehouse Purchase Program loans 3
|
741,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
741,340
|
|
|||||
Standby letters of credit
|
35,277
|
|
|
44,989
|
|
|
640
|
|
|
—
|
|
|
80,906
|
|
|||||
Total loan commitments
|
$
|
1,665,263
|
|
|
$
|
705,071
|
|
|
$
|
186,615
|
|
|
$
|
63,135
|
|
|
2,620,084
|
|
|
Total contractual obligations and loan commitments
|
|
|
|
|
|
|
|
|
$
|
10,735,334
|
|
1
|
FHLB advances and subordinated debt are shown at their contractual amounts.
|
2
|
Loans having no stated maturity are reported in the “Less than One Year” category.
|
3
|
In regards to unused capacity on Warehouse Purchase Program loans, the Company has established a maximum purchase facility amount, but reserves the right, at any time, to refuse to buy any mortgage loans offered for sale by its mortgage banking company customers for any reason in the Company’s sole and absolute discretion.
|
|
Actual
|
|
Required for Capital Adequacy Purposes
|
|
To Be Well-Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
March 31, 2019
|
(Dollars in thousands)
|
|||||||||||||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
1,158,751
|
|
|
13.39
|
%
|
|
$
|
692,395
|
|
|
8.00
|
%
|
|
$
|
865,494
|
|
|
10.00
|
%
|
Bank
|
1,097,654
|
|
|
12.68
|
|
|
692,296
|
|
|
8.00
|
|
|
865,370
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
957,557
|
|
|
11.06
|
|
|
519,296
|
|
|
6.00
|
|
|
519,296
|
|
|
6.00
|
|
|||
Bank
|
1,019,435
|
|
|
11.78
|
|
|
519,222
|
|
|
6.00
|
|
|
692,296
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
945,397
|
|
|
10.92
|
|
|
389,472
|
|
|
4.50
|
|
|
n/a 1
|
|
|
n/a 1
|
|
|||
Bank
|
1,019,435
|
|
|
11.78
|
|
|
389,417
|
|
|
4.50
|
|
|
562,491
|
|
|
6.50
|
|
|||
Tier 1 leverage
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
957,557
|
|
|
10.98
|
|
|
348,941
|
|
|
4.00
|
|
|
n/a 1
|
|
|
n/a 1
|
|
|||
Bank
|
1,019,435
|
|
|
11.68
|
|
|
348,980
|
|
|
4.00
|
|
|
436,226
|
|
|
5.00
|
|
|||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
1,126,019
|
|
|
13.48
|
%
|
|
$
|
668,267
|
|
|
8.00
|
%
|
|
$
|
835,334
|
|
|
10.00
|
%
|
Bank
|
1,073,807
|
|
|
12.85
|
|
|
668,282
|
|
|
8.00
|
|
|
835,352
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
934,964
|
|
|
11.19
|
|
|
501,200
|
|
|
6.00
|
|
|
501,200
|
|
|
6.00
|
|
|||
Bank
|
1,005,651
|
|
|
12.04
|
|
|
501,211
|
|
|
6.00
|
|
|
668,282
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
922,850
|
|
|
11.05
|
|
|
375,900
|
|
|
4.50
|
|
|
n/a 1
|
|
|
n/a 1
|
|
|||
Bank
|
1,005,651
|
|
|
12.04
|
|
|
375,908
|
|
|
4.50
|
|
|
542,979
|
|
|
6.50
|
|
|||
Tier 1 leverage
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
934,964
|
|
|
10.76
|
|
|
347,525
|
|
|
4.00
|
|
|
n/a 1
|
|
|
n/a 1
|
|
|||
Bank
|
1,005,651
|
|
|
11.57
|
|
|
347,644
|
|
|
4.00
|
|
|
434,555
|
|
|
5.00
|
|
|||
1 Not applicable
|
|
|
|
|
|
|
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
March 31, 2019
|
|||||||||||||||||||||
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
|
|
|
1,340,669
|
|
|
(120,819
|
)
|
|
(8.27
|
)
|
|
15.64
|
|
383,776
|
|
|
23,379
|
|
|
6.49
|
|
300
|
|
|
1,376,506
|
|
|
(84,982
|
)
|
|
(5.81
|
)
|
|
15.78
|
|
377,814
|
|
|
17,417
|
|
|
4.83
|
|
200
|
|
|
1,414,119
|
|
|
(47,369
|
)
|
|
(3.24
|
)
|
|
15.93
|
|
372,043
|
|
|
11,646
|
|
|
3.23
|
|
100
|
|
|
1,445,859
|
|
|
(15,629
|
)
|
|
(1.07
|
)
|
|
16.01
|
|
365,964
|
|
|
5,567
|
|
|
1.54
|
|
—
|
|
|
1,461,488
|
|
|
—
|
|
|
—
|
|
|
15.92
|
|
360,397
|
|
|
—
|
|
|
—
|
|
(100
|
)
|
|
1,401,856
|
|
|
(59,632
|
)
|
|
(4.08
|
)
|
|
15.05
|
|
348,445
|
|
|
(11,952
|
)
|
|
(3.32
|
)
|
(200
|
)
|
|
1,331,717
|
|
|
(129,771
|
)
|
|
(8.88
|
)
|
|
14.09
|
|
331,555
|
|
|
(28,842
|
)
|
|
(8.00
|
)
|
December 31, 2018
|
|||||||||||||||||||||
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
|
|
|
1,380,258
|
|
|
(126,105
|
)
|
|
(8.37
|
)
|
|
16.69
|
|
383,142
|
|
|
22,618
|
|
|
6.27
|
|
300
|
|
|
1,413,122
|
|
|
(93,241
|
)
|
|
(6.19
|
)
|
|
16.80
|
|
377,525
|
|
|
17,001
|
|
|
4.72
|
|
200
|
|
|
1,450,175
|
|
|
(56,188
|
)
|
|
(3.73
|
)
|
|
16.94
|
|
372,140
|
|
|
11,616
|
|
|
3.22
|
|
100
|
|
|
1,483,983
|
|
|
(22,380
|
)
|
|
(1.49
|
)
|
|
17.03
|
|
366,596
|
|
|
6,072
|
|
|
1.68
|
|
—
|
|
|
1,506,363
|
|
|
—
|
|
|
—
|
|
|
17.00
|
|
360,524
|
|
|
—
|
|
|
—
|
|
(100
|
)
|
|
1,450,810
|
|
|
(55,553
|
)
|
|
(3.69
|
)
|
|
16.13
|
|
347,307
|
|
|
(13,217
|
)
|
|
(3.67
|
)
|
(200
|
)
|
|
1,380,606
|
|
|
(125,757
|
)
|
|
(8.35
|
)
|
|
15.13
|
|
329,235
|
|
|
(31,289
|
)
|
|
(8.68
|
)
|
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
|
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))
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2.2
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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))
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2.3
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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))
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3.1
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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 May 25, 2017 (File No. 001-34737))
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3.2
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Bylaws of the Registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 25, 2017 (File No. 001-34737))
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4.1
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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))
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4.2
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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.
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10.1
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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))
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10.2
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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))
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10.3
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2018 Executive Annual Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 8, 2018 (File No. 001-34737))
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10.4
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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))
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10.5
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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))
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10.6
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Amended and Restated Executive Employment Agreement entered into between the Registrant and 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))
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10.7
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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))
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10.8
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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))
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10.9
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Form of Incentive Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on June 14, 2012 (File No. 333-182122))
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10.10
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Form of Non-Qualified Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on June 14, 2012 (File No. 333-182122))
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10.11
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Form of Restricted Stock Agreement (Time-Based) under the 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on June 14, 2012 (File No. 333-182122))
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10.12
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Form of Restricted Stock Agreement (Performance-Based) under the 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on June 14, 2012 (File No. 333-182122))
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10.13
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Form of 2012 Equity Incentive Plan Restricted Stock Award and Non-Solicitation Agreement (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2016 (File No. 001-34737))
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10.14
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Form of 2012 Equity Incentive Plan Non-Employee Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 26, 2016 (File No. 001-34737))
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10.15
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Registrant's 2017 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s proxy statement filed with the SEC on April 14, 2017 (File No. 001-34737))
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10.16
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Form of Incentive Stock Option Agreement under the 2017 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on November 7, 2017 (File No. 333-221398))
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10.17
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Form of Non-Qualified Stock Option Agreement under the 2017 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on November 7, 2017 (File No. 333-221398))
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10.18
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Form of Restricted Stock Agreement (Management) under the 2017 Omnibus Incentive Plan (Time-Based vesting) (incorporated herein by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on November 7, 2017 (File No. 333-221398))
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10.19
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Form of Restricted Stock Agreement (Management) under the 2017 Omnibus Incentive Plan (Performance-Based vesting) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2018 (File No. 001-34737))
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10.20
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Form of Restricted Stock Agreement (Non-Employee Director) under the 2017 Omnibus Incentive Plan (Time-Based vesting) (incorporated herein by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on November 7, 2017 (File No. 333-221398))
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31.1
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31.2
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32
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101
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Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2019, 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. An instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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LegacyTexas Financial Group, Inc.
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(Registrant)
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Date:
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April 23, 2019
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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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(Duly Authorized Officer)
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Date:
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April 23, 2019
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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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(Principal Financial and Accounting 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.
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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)
|
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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April 23, 2019
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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.
|
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.
|
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;
|
c)
|
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
|
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.
|
Date:
|
April 23, 2019
|
|
By:
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/s/ J. Mays Davenport
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|
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J. Mays Davenport,
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Executive Vice President and Chief Financial Officer
|
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1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
|
2)
|
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.
|
Date:
|
April 23, 2019
|
|
By:
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/s/ Kevin J. Hanigan
|
|
|
|
|
Kevin J. Hanigan,
|
|
|
|
|
President and Chief Executive Officer
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Date:
|
April 23, 2019
|
|
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
|