ý
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Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
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¨
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Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
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Texas
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13-4219346
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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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1600 Redbud Boulevard, Suite 400
McKinney, Texas
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75069-3257
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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ý
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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March 31,
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December 31,
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||||
Assets
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2017
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2016
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||||
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||||
Cash and due from banks
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$
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162,985
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$
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158,686
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Interest-bearing deposits in other banks
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342,138
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336,341
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Federal funds sold
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10,000
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10,000
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Cash and cash equivalents
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515,123
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505,027
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Certificates of deposit held in other banks
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5,892
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2,707
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Securities available for sale, at fair value
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350,409
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316,435
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Loans held for sale
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5,081
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9,795
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Loans, net
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4,666,653
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4,539,063
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Premises and equipment, net
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88,286
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89,898
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Other real estate owned
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2,896
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1,972
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Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
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26,672
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26,536
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Bank-owned life insurance (BOLI)
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57,608
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57,209
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Deferred tax asset
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7,950
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9,631
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Goodwill
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258,319
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258,319
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Core deposit intangible, net
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13,685
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14,177
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Other assets
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24,040
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22,032
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Total assets
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$
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6,022,614
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$
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5,852,801
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Liabilities and Stockholders’ Equity
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Deposits:
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Noninterest-bearing
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$
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1,126,113
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$
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1,117,927
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Interest-bearing
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3,596,090
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3,459,182
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Total deposits
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4,722,203
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4,577,109
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FHLB advances
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460,727
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460,746
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Other borrowings
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107,388
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107,299
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Junior subordinated debentures
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18,147
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18,147
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Other liabilities
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25,680
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17,135
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Total liabilities
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5,334,145
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5,180,436
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Commitments and contingencies
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Stockholders’ equity:
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||||
Preferred stock (0 and 0 shares outstanding, respectively)
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—
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—
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Common stock (18,925,182 and 18,870,312 shares outstanding, respectively)
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189
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189
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Additional paid-in capital
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556,350
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555,325
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Retained earnings
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131,730
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117,951
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Accumulated other comprehensive income (loss)
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200
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(1,100
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)
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Total stockholders’ equity
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688,469
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672,365
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Total liabilities and stockholders’ equity
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$
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6,022,614
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$
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5,852,801
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Three Months Ended March 31,
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2017
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2016
|
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Interest income:
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Interest and fees on loans
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$
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53,744
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$
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49,910
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Interest on taxable securities
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764
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730
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Interest on nontaxable securities
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541
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451
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Interest on interest-bearing deposits and other
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890
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373
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Total interest income
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55,939
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51,464
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Interest expense:
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Interest on deposits
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5,029
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3,651
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Interest on FHLB advances
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1,171
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1,001
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Interest on repurchase agreements and other borrowings
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1,705
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1,003
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Interest on junior subordinated debentures
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167
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149
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Total interest expense
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8,072
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5,804
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Net interest income
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47,867
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45,660
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Provision for loan losses
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2,023
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2,997
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Net interest income after provision for loan losses
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45,844
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42,663
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Noninterest income:
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Service charges on deposit accounts
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1,927
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1,695
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Mortgage fee income
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1,267
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1,376
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Gain on sale of other real estate
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—
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43
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Gain on sale of premises and equipment
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5
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38
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Increase in cash surrender value of BOLI
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399
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265
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Other
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985
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1,053
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Total noninterest income
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4,583
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4,470
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Noninterest expense:
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Salaries and employee benefits
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16,837
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16,774
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Occupancy
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3,872
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4,040
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Data processing
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1,288
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1,182
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FDIC assessment
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878
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726
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Advertising and public relations
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297
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295
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Communications
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475
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535
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Net other real estate owned expenses (including taxes)
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37
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33
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Other real estate impairment
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—
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55
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Core deposit intangible amortization
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492
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488
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Professional fees
|
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773
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660
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Acquisition expense, including legal
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146
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639
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Other
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2,933
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3,092
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Total noninterest expense
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28,028
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28,519
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Income before taxes
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22,399
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18,614
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|
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Income tax expense
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6,728
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|
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6,162
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Net income
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$
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15,671
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$
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12,452
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Basic earnings per share
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$
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0.83
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$
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0.67
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Diluted earnings per share
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$
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0.82
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$
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0.67
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Three Months Ended March 31,
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2017
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2016
|
||||
Net income
|
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$
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15,671
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$
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12,452
|
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Other comprehensive income before tax:
|
|
|
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Change in net unrealized gains on available for sale securities during the year
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2,000
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|
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1,205
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|
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Reclassification adjustment for gain on sale of securities available for sale included in net income
|
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—
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|
|
—
|
|
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Other comprehensive income before tax
|
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2,000
|
|
|
1,205
|
|
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Income tax expense
|
|
700
|
|
|
422
|
|
||
Other comprehensive income, net of tax
|
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1,300
|
|
|
783
|
|
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Comprehensive income
|
|
$
|
16,971
|
|
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$
|
13,235
|
|
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Preferred Stock
$.01 Par Value 10 million shares authorized |
|
Common Stock
$.01 Par Value
100 million shares authorized
|
|
Additional
Paid in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (loss)
|
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Total
|
|||||||||||||||
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Shares
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Amount
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|||||||||||||||||||||
Balance, December 31, 2016
|
$
|
—
|
|
|
18,870,312
|
|
|
$
|
189
|
|
|
$
|
555,325
|
|
|
$
|
117,951
|
|
|
$
|
(1,100
|
)
|
|
$
|
672,365
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,671
|
|
|
—
|
|
|
15,671
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|
1,300
|
|
||||||
Restricted stock granted
|
—
|
|
|
51,667
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
—
|
|
|
970
|
|
||||||
Exercise of warrants
|
—
|
|
|
3,203
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Cash dividends ($0.10 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,892
|
)
|
|
—
|
|
|
(1,892
|
)
|
||||||
Balance, March 31, 2017
|
$
|
—
|
|
|
18,925,182
|
|
|
$
|
189
|
|
|
$
|
556,350
|
|
|
$
|
131,730
|
|
|
$
|
200
|
|
|
$
|
688,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||
Balance, December 31, 2015
|
$
|
—
|
|
|
18,399,194
|
|
|
$
|
184
|
|
|
$
|
530,107
|
|
|
$
|
70,698
|
|
|
$
|
2,382
|
|
|
$
|
603,371
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,452
|
|
|
—
|
|
|
12,452
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|
783
|
|
||||||
Restricted stock forfeited
|
—
|
|
|
(5,534
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock granted
|
—
|
|
|
67,820
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax deficiency on restricted stock vested
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,220
|
|
|
—
|
|
|
—
|
|
|
1,220
|
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Cash dividends ($0.08 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,477
|
)
|
|
—
|
|
|
(1,477
|
)
|
||||||
Balance, March 31, 2016
|
$
|
—
|
|
|
18,461,480
|
|
|
$
|
185
|
|
|
$
|
531,243
|
|
|
$
|
81,665
|
|
|
$
|
3,165
|
|
|
$
|
616,258
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
15,671
|
|
|
$
|
12,452
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
1,763
|
|
|
1,639
|
|
||
Accretion income recognized on acquired loans
|
|
(480
|
)
|
|
(2,217
|
)
|
||
Amortization of core deposit intangibles
|
|
492
|
|
|
488
|
|
||
Amortization of premium on securities, net
|
|
721
|
|
|
377
|
|
||
Amortization of discount and origination costs on other borrowings
|
|
89
|
|
|
32
|
|
||
Stock based compensation expense
|
|
970
|
|
|
1,220
|
|
||
Excess tax benefit on restricted stock vested
|
|
(724
|
)
|
|
—
|
|
||
FHLB stock dividends
|
|
(88
|
)
|
|
(36
|
)
|
||
Gain on sale of premises and equipment
|
|
(5
|
)
|
|
(38
|
)
|
||
Gain recognized on other real estate transactions
|
|
—
|
|
|
(43
|
)
|
||
Impairment of other real estate
|
|
—
|
|
|
55
|
|
||
Deferred tax expense
|
|
981
|
|
|
594
|
|
||
Provision for loan losses
|
|
2,023
|
|
|
2,997
|
|
||
Increase in cash surrender value of life insurance
|
|
(399
|
)
|
|
(265
|
)
|
||
Loans originated for sale
|
|
(51,631
|
)
|
|
(49,481
|
)
|
||
Proceeds from sale of loans
|
|
56,345
|
|
|
53,265
|
|
||
Net change in other assets
|
|
(2,008
|
)
|
|
1,294
|
|
||
Net change in other liabilities
|
|
3,201
|
|
|
780
|
|
||
Net cash provided by operating activities
|
|
26,921
|
|
|
23,113
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Proceeds from maturities, calls and pay downs of securities available for sale
|
|
17,241
|
|
|
16,479
|
|
||
Purchases of securities available for sale
|
|
(43,868
|
)
|
|
(44,838
|
)
|
||
Purchases of certificates held in other banks
|
|
(3,185
|
)
|
|
—
|
|
||
Maturities of certificates held in other banks
|
|
—
|
|
|
22,412
|
|
||
Net purchases of FHLB stock
|
|
(48
|
)
|
|
(8,108
|
)
|
||
Net loans originated
|
|
(129,883
|
)
|
|
(137,809
|
)
|
||
Additions to premises and equipment
|
|
(155
|
)
|
|
(1,269
|
)
|
||
Proceeds from sale of premises and equipment
|
|
9
|
|
|
84
|
|
||
Proceeds from sale of other real estate owned
|
|
—
|
|
|
411
|
|
||
Capitalized additions to other real estate owned
|
|
(174
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(160,063
|
)
|
|
(152,638
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Net increase in demand deposits, NOW and savings accounts
|
|
141,116
|
|
|
163,847
|
|
||
Net increase (decrease) in time deposits
|
|
3,978
|
|
|
(40,862
|
)
|
||
Proceeds from FHLB advances
|
|
—
|
|
|
225,000
|
|
||
Repayments of FHLB advances
|
|
(19
|
)
|
|
(132,520
|
)
|
||
Net change in repurchase agreements
|
|
—
|
|
|
8,528
|
|
||
Repayments of other borrowings
|
|
—
|
|
|
(5,798
|
)
|
||
Proceeds from exercise of common stock warrants
|
|
55
|
|
|
—
|
|
||
Redemption of preferred stock
|
|
—
|
|
|
(23,938
|
)
|
||
Dividends paid
|
|
(1,892
|
)
|
|
(1,485
|
)
|
||
Net cash provided by financing activities
|
|
143,238
|
|
|
192,772
|
|
||
Net change in cash and cash equivalents
|
|
10,096
|
|
|
63,247
|
|
||
Cash and cash equivalents at beginning of year
|
|
505,027
|
|
|
293,279
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
515,123
|
|
|
$
|
356,526
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Basic earnings per share:
|
|
|
|
||||
Net income
|
$
|
15,671
|
|
|
$
|
12,452
|
|
Less: Preferred stock dividends
|
—
|
|
|
(8
|
)
|
||
Net income after preferred stock dividends
|
15,671
|
|
|
12,444
|
|
||
Less:
|
|
|
|
||||
Undistributed earnings allocated to participating securities
|
176
|
|
|
211
|
|
||
Dividends paid on participating securities
|
24
|
|
|
28
|
|
||
Net income available to common shareholders
|
$
|
15,471
|
|
|
$
|
12,205
|
|
Weighted-average basic shares outstanding
|
18,667,274
|
|
|
18,089,853
|
|
||
Basic earnings per share
|
$
|
0.83
|
|
|
$
|
0.67
|
|
Diluted earnings per share:
|
|
|
|
||||
Net income available to common shareholders
|
$
|
15,471
|
|
|
$
|
12,205
|
|
Total weighted-average basic shares outstanding
|
18,667,274
|
|
|
18,089,853
|
|
||
Add dilutive stock warrants
|
107,132
|
|
|
61,492
|
|
||
Add dilutive participating securities
|
—
|
|
|
22,255
|
|
||
Total weighted-average diluted shares outstanding
|
18,774,406
|
|
|
18,173,600
|
|
||
Diluted earnings per share
|
$
|
0.82
|
|
|
$
|
0.67
|
|
Anti-dilutive participating securities
|
126,847
|
|
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash transactions:
|
|
|
|
|
||||
Interest expense paid
|
|
$
|
9,694
|
|
|
$
|
6,823
|
|
Income taxes paid
|
|
$
|
—
|
|
|
$
|
760
|
|
Noncash transactions:
|
|
|
|
|
||||
Transfers of loans to other real estate owned
|
|
$
|
750
|
|
|
$
|
—
|
|
Securities purchased, not yet settled
|
|
$
|
6,068
|
|
|
$
|
—
|
|
Excess tax deficiency on restricted stock vested
|
|
$
|
—
|
|
|
$
|
(83
|
)
|
Transfer of repurchase agreements to deposits
|
|
$
|
—
|
|
|
$
|
20,688
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Assets acquired:
|
|
|
|
|
||||
Loans
|
|
$
|
—
|
|
|
$
|
735
|
|
Goodwill
|
|
—
|
|
|
(324
|
)
|
||
Core deposit intangibles
|
|
—
|
|
|
(216
|
)
|
||
Deferred tax asset
|
|
—
|
|
|
(175
|
)
|
||
Total assets
|
|
$
|
—
|
|
|
$
|
20
|
|
Liabilities assumed:
|
|
|
|
|
||||
Other liabilities
|
|
—
|
|
|
20
|
|
||
Total liabilities
|
|
$
|
—
|
|
|
$
|
20
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Securities Available for Sale
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
U. S. treasuries
|
|
$
|
3,196
|
|
|
$
|
—
|
|
|
$
|
(38
|
)
|
|
$
|
3,158
|
|
Government agency securities
|
|
136,621
|
|
|
165
|
|
|
(1,078
|
)
|
|
135,708
|
|
||||
Obligations of state and municipal subdivisions
|
|
103,554
|
|
|
1,259
|
|
|
(1,447
|
)
|
|
103,366
|
|
||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
107,643
|
|
|
1,085
|
|
|
(551
|
)
|
|
108,177
|
|
||||
|
|
$
|
351,014
|
|
|
$
|
2,509
|
|
|
$
|
(3,114
|
)
|
|
$
|
350,409
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
$
|
3,208
|
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
3,147
|
|
Government agency securities
|
|
123,605
|
|
|
141
|
|
|
(1,479
|
)
|
|
122,267
|
|
||||
Obligations of state and municipal subdivisions
|
|
88,358
|
|
|
920
|
|
|
(2,022
|
)
|
|
87,256
|
|
||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
103,869
|
|
|
928
|
|
|
(1,032
|
)
|
|
103,765
|
|
||||
|
|
$
|
319,040
|
|
|
$
|
1,989
|
|
|
$
|
(4,594
|
)
|
|
$
|
316,435
|
|
|
|
March 31, 2017
|
||||||
|
|
Securities Available for Sale
|
||||||
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
|
$
|
31,149
|
|
|
$
|
31,132
|
|
Due from one year to five years
|
|
113,221
|
|
|
112,685
|
|
||
Due from five to ten years
|
|
37,014
|
|
|
36,601
|
|
||
Thereafter
|
|
61,987
|
|
|
61,814
|
|
||
|
|
243,371
|
|
|
242,232
|
|
||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
107,643
|
|
|
108,177
|
|
||
|
|
$
|
351,014
|
|
|
$
|
350,409
|
|
|
|
Less Than 12 Months
|
|
Greater Than 12 Months
|
|
Total
|
||||||||||||||||||||||
Description of Securities
|
|
Number of Securities
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Number of Securities
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
Securities Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasuries
|
|
1
|
|
$
|
3,158
|
|
|
$
|
(38
|
)
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,158
|
|
|
$
|
(38
|
)
|
Government agency securities
|
|
45
|
|
104,389
|
|
|
(1,072
|
)
|
|
1
|
|
995
|
|
|
(6
|
)
|
|
105,384
|
|
|
(1,078
|
)
|
||||||
Obligations of state and municipal subdivisions
|
|
76
|
|
38,076
|
|
|
(1,418
|
)
|
|
5
|
|
2,185
|
|
|
(29
|
)
|
|
40,261
|
|
|
(1,447
|
)
|
||||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
28
|
|
70,714
|
|
|
(551
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
70,714
|
|
|
(551
|
)
|
||||||
|
|
150
|
|
$
|
216,337
|
|
|
$
|
(3,079
|
)
|
|
6
|
|
$
|
3,180
|
|
|
$
|
(35
|
)
|
|
$
|
219,517
|
|
|
$
|
(3,114
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasuries
|
|
1
|
|
$
|
3,147
|
|
|
$
|
(61
|
)
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,147
|
|
|
$
|
(61
|
)
|
Government agency securities
|
|
43
|
|
102,044
|
|
|
(1,472
|
)
|
|
1
|
|
993
|
|
|
(7
|
)
|
|
103,037
|
|
|
(1,479
|
)
|
||||||
Obligations of state and municipal subdivisions
|
|
100
|
|
46,186
|
|
|
(2,011
|
)
|
|
4
|
|
1,549
|
|
|
(11
|
)
|
|
47,735
|
|
|
(2,022
|
)
|
||||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
30
|
|
67,868
|
|
|
(1,032
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
67,868
|
|
|
(1,032
|
)
|
||||||
|
|
174
|
|
$
|
219,245
|
|
|
$
|
(4,576
|
)
|
|
5
|
|
$
|
2,542
|
|
|
$
|
(18
|
)
|
|
$
|
221,787
|
|
|
$
|
(4,594
|
)
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Commercial
|
|
$
|
601,985
|
|
|
$
|
630,805
|
|
Real estate:
|
|
|
|
|
||||
Commercial
|
|
2,562,743
|
|
|
2,459,221
|
|
||
Commercial construction, land and land development
|
|
573,623
|
|
|
531,481
|
|
||
Residential
|
|
647,569
|
|
|
634,545
|
|
||
Single family interim construction
|
|
237,740
|
|
|
235,475
|
|
||
Agricultural
|
|
52,515
|
|
|
53,548
|
|
||
Consumer
|
|
26,224
|
|
|
27,530
|
|
||
Other
|
|
112
|
|
|
166
|
|
||
|
|
4,702,511
|
|
|
4,572,771
|
|
||
Deferred loan fees
|
|
(2,427
|
)
|
|
(2,117
|
)
|
||
Allowance for loan losses
|
|
(33,431
|
)
|
|
(31,591
|
)
|
||
|
|
$
|
4,666,653
|
|
|
$
|
4,539,063
|
|
|
Commercial
|
Commercial
Real Estate,
Land and Land
Development
|
Residential
Real Estate
|
Single-Family
Interim
Construction
|
Agricultural
|
Consumer
|
Other
|
Unallocated
|
Total
|
||||||||||||||||||
Three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at the beginning of period
|
$
|
8,593
|
|
$
|
18,399
|
|
$
|
2,760
|
|
$
|
1,301
|
|
$
|
207
|
|
$
|
242
|
|
$
|
29
|
|
$
|
60
|
|
$
|
31,591
|
|
Provision for loan losses
|
(590
|
)
|
2,048
|
|
67
|
|
235
|
|
(6
|
)
|
64
|
|
23
|
|
182
|
|
2,023
|
|
|||||||||
Charge-offs
|
—
|
|
—
|
|
—
|
|
(134
|
)
|
—
|
|
(56
|
)
|
(22
|
)
|
—
|
|
(212
|
)
|
|||||||||
Recoveries
|
2
|
|
20
|
|
1
|
|
—
|
|
—
|
|
2
|
|
4
|
|
—
|
|
29
|
|
|||||||||
Balance at end of period
|
$
|
8,005
|
|
$
|
20,467
|
|
$
|
2,828
|
|
$
|
1,402
|
|
$
|
201
|
|
$
|
252
|
|
$
|
34
|
|
$
|
242
|
|
$
|
33,431
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at the beginning of period
|
$
|
10,573
|
|
$
|
13,007
|
|
$
|
2,339
|
|
$
|
769
|
|
$
|
215
|
|
$
|
164
|
|
$
|
8
|
|
$
|
(32
|
)
|
$
|
27,043
|
|
Provision for loan losses
|
1,592
|
|
1,046
|
|
133
|
|
220
|
|
(28
|
)
|
(3
|
)
|
22
|
|
15
|
|
2,997
|
|
|||||||||
Charge-offs
|
—
|
|
(54
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(23
|
)
|
—
|
|
(78
|
)
|
|||||||||
Recoveries
|
8
|
|
2
|
|
1
|
|
—
|
|
—
|
|
2
|
|
9
|
|
—
|
|
22
|
|
|||||||||
Balance at end of period
|
$
|
12,173
|
|
$
|
14,001
|
|
$
|
2,473
|
|
$
|
989
|
|
$
|
187
|
|
$
|
162
|
|
$
|
16
|
|
$
|
(17
|
)
|
$
|
29,984
|
|
|
Commercial
|
Commercial
Real Estate,
Land and Land
Development
|
Residential
Real Estate
|
Single-Family
Interim
Construction
|
Agricultural
|
Consumer
|
Other
|
Unallocated
|
Total
|
||||||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for losses:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
500
|
|
$
|
4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
94
|
|
$
|
—
|
|
$
|
—
|
|
$
|
598
|
|
Collectively evaluated for impairment
|
7,505
|
|
20,463
|
|
2,828
|
|
1,402
|
|
201
|
|
158
|
|
34
|
|
242
|
|
32,833
|
|
|||||||||
Loans acquired with deteriorated credit quality
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
8,005
|
|
$
|
20,467
|
|
$
|
2,828
|
|
$
|
1,402
|
|
$
|
201
|
|
$
|
252
|
|
$
|
34
|
|
$
|
242
|
|
$
|
33,431
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
8,196
|
|
$
|
2,843
|
|
$
|
2,039
|
|
$
|
—
|
|
$
|
—
|
|
$
|
264
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13,342
|
|
Collectively evaluated for impairment
|
591,823
|
|
3,103,643
|
|
643,455
|
|
237,740
|
|
52,515
|
|
25,951
|
|
112
|
|
—
|
|
4,655,239
|
|
|||||||||
Acquired with deteriorated credit quality
|
1,966
|
|
29,880
|
|
2,075
|
|
—
|
|
—
|
|
9
|
|
—
|
|
—
|
|
33,930
|
|
|||||||||
Ending balance
|
$
|
601,985
|
|
$
|
3,136,366
|
|
$
|
647,569
|
|
$
|
237,740
|
|
$
|
52,515
|
|
$
|
26,224
|
|
$
|
112
|
|
$
|
—
|
|
$
|
4,702,511
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for losses:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
3
|
|
$
|
4
|
|
$
|
—
|
|
$
|
84
|
|
$
|
—
|
|
$
|
94
|
|
$
|
—
|
|
$
|
—
|
|
$
|
185
|
|
Collectively evaluated for impairment
|
8,590
|
|
18,395
|
|
2,760
|
|
1,217
|
|
207
|
|
148
|
|
29
|
|
60
|
|
31,406
|
|
|||||||||
Loans acquired with deteriorated credit quality
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Ending balance
|
$
|
8,593
|
|
$
|
18,399
|
|
$
|
2,760
|
|
$
|
1,301
|
|
$
|
207
|
|
$
|
242
|
|
$
|
29
|
|
$
|
60
|
|
$
|
31,591
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
7,720
|
|
$
|
7,089
|
|
$
|
1,889
|
|
$
|
884
|
|
$
|
—
|
|
$
|
279
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17,861
|
|
Collectively evaluated for impairment
|
620,665
|
|
2,953,333
|
|
630,689
|
|
234,591
|
|
53,548
|
|
27,240
|
|
166
|
|
—
|
|
4,520,232
|
|
|||||||||
Acquired with deteriorated credit quality
|
2,420
|
|
30,280
|
|
1,967
|
|
—
|
|
—
|
|
11
|
|
—
|
|
—
|
|
34,678
|
|
|||||||||
Ending balance
|
$
|
630,805
|
|
$
|
2,990,702
|
|
$
|
634,545
|
|
$
|
235,475
|
|
$
|
53,548
|
|
$
|
27,530
|
|
$
|
166
|
|
$
|
—
|
|
$
|
4,572,771
|
|
|
|
Commercial
|
|
Commercial
Real Estate,
Land and Land
Development
|
|
Residential Real Estate
|
|
Single-Family
Interim
Construction
|
|
Agricultural
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Nonaccrual loans
|
|
$
|
8,196
|
|
|
$
|
1,666
|
|
|
$
|
1,031
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
11,157
|
|
Loans past due 90 days and still accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Troubled debt restructurings (not included in nonaccrual or loans past due and still accruing)
|
|
—
|
|
|
1,177
|
|
|
1,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,185
|
|
||||||||
|
|
$
|
8,196
|
|
|
$
|
2,843
|
|
|
$
|
2,039
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
13,342
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Nonaccrual loans
|
|
$
|
7,718
|
|
|
$
|
5,885
|
|
|
$
|
866
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
—
|
|
|
$
|
15,626
|
|
Loans past due 90 days and still accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Troubled debt restructurings (not included in nonaccrual or loans past due and still accruing)
|
|
1
|
|
|
1,204
|
|
|
1,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,216
|
|
||||||||
|
|
$
|
7,719
|
|
|
$
|
7,089
|
|
|
$
|
1,877
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
—
|
|
|
$
|
17,842
|
|
|
|
Commercial
|
|
Commercial
Real Estate,
Land and Land
Development
|
|
Residential
Real Estate
|
|
Single-Family
Interim
Construction
|
|
Agricultural
|
|
Consumer
|
|
Other
|
|
Total
|
||||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impaired loans with an allowance for loan losses
|
|
$
|
3,635
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
3,916
|
|
Impaired loans with no allowance for loan losses
|
|
4,561
|
|
|
2,766
|
|
|
2,039
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
9,426
|
|
||||||||
Total
|
|
$
|
8,196
|
|
|
$
|
2,843
|
|
|
$
|
2,039
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
264
|
|
|
$
|
—
|
|
|
$
|
13,342
|
|
Unpaid principal balance of impaired loans
|
|
$
|
11,319
|
|
|
$
|
2,860
|
|
|
$
|
2,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275
|
|
|
$
|
—
|
|
|
$
|
16,703
|
|
Allowance for loan losses on impaired loans
|
|
$
|
500
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
598
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recorded investment in impaired loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impaired loans with an allowance for loan losses
|
|
$
|
8
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
—
|
|
|
$
|
463
|
|
Impaired loans with no allowance for loan losses
|
|
7,712
|
|
|
7,011
|
|
|
1,889
|
|
|
716
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
17,398
|
|
||||||||
Total
|
|
$
|
7,720
|
|
|
$
|
7,089
|
|
|
$
|
1,889
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
17,861
|
|
Unpaid principal balance of impaired loans
|
|
$
|
10,844
|
|
|
$
|
7,133
|
|
|
$
|
2,087
|
|
|
$
|
884
|
|
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
$
|
21,239
|
|
Allowance for loan losses on impaired loans
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
185
|
|
For the three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average recorded investment in impaired loans
|
|
$
|
7,958
|
|
|
$
|
4,966
|
|
|
$
|
1,964
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
15,602
|
|
Interest income recognized on impaired loans
|
|
$
|
2
|
|
|
$
|
397
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
412
|
|
For the three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average recorded investment in impaired loans
|
|
$
|
15,677
|
|
|
$
|
3,429
|
|
|
$
|
3,157
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
22,442
|
|
Interest income recognized on impaired loans
|
|
$
|
366
|
|
|
$
|
36
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
442
|
|
|
|
Loans
30-89 Days
Past Due
|
|
Loans
90 or More
Past Due
|
|
Total Past
Due Loans
|
|
Current
Loans
|
|
Total
Loans
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
182
|
|
|
$
|
8,196
|
|
|
$
|
8,378
|
|
|
$
|
593,607
|
|
|
$
|
601,985
|
|
Commercial real estate, land and land development
|
|
1,631
|
|
|
1,631
|
|
|
3,262
|
|
|
3,133,104
|
|
|
3,136,366
|
|
|||||
Residential real estate
|
|
2,955
|
|
|
556
|
|
|
3,511
|
|
|
644,058
|
|
|
647,569
|
|
|||||
Single-family interim construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237,740
|
|
|
237,740
|
|
|||||
Agricultural
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,515
|
|
|
52,515
|
|
|||||
Consumer
|
|
36
|
|
|
36
|
|
|
72
|
|
|
26,152
|
|
|
26,224
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
112
|
|
|||||
|
|
$
|
4,804
|
|
|
$
|
10,419
|
|
|
$
|
15,223
|
|
|
$
|
4,687,288
|
|
|
$
|
4,702,511
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
226
|
|
|
$
|
7,711
|
|
|
$
|
7,937
|
|
|
$
|
622,868
|
|
|
$
|
630,805
|
|
Commercial real estate, land and land development
|
|
151
|
|
|
6,752
|
|
|
6,903
|
|
|
2,983,799
|
|
|
2,990,702
|
|
|||||
Residential real estate
|
|
846
|
|
|
561
|
|
|
1,407
|
|
|
633,138
|
|
|
634,545
|
|
|||||
Single-family interim construction
|
|
1,062
|
|
|
—
|
|
|
1,062
|
|
|
234,413
|
|
|
235,475
|
|
|||||
Agricultural
|
|
10
|
|
|
—
|
|
|
10
|
|
|
53,538
|
|
|
53,548
|
|
|||||
Consumer
|
|
154
|
|
|
52
|
|
|
206
|
|
|
27,324
|
|
|
27,530
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
166
|
|
|||||
|
|
$
|
2,449
|
|
|
$
|
15,076
|
|
|
$
|
17,525
|
|
|
$
|
4,555,246
|
|
|
$
|
4,572,771
|
|
|
|
Pass
|
|
Pass/
Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
525,014
|
|
|
$
|
34,378
|
|
|
$
|
15,563
|
|
|
$
|
27,030
|
|
|
$
|
—
|
|
|
$
|
601,985
|
|
Commercial real estate, construction, land and land development
|
|
3,122,652
|
|
|
5,699
|
|
|
4,942
|
|
|
3,073
|
|
|
—
|
|
|
3,136,366
|
|
||||||
Residential real estate
|
|
640,467
|
|
|
3,292
|
|
|
490
|
|
|
3,320
|
|
|
—
|
|
|
647,569
|
|
||||||
Single-family interim construction
|
|
236,803
|
|
|
937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237,740
|
|
||||||
Agricultural
|
|
39,190
|
|
|
13,100
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
52,515
|
|
||||||
Consumer
|
|
25,931
|
|
|
17
|
|
|
2
|
|
|
274
|
|
|
—
|
|
|
26,224
|
|
||||||
Other
|
|
112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||||
|
|
$
|
4,590,169
|
|
|
$
|
57,423
|
|
|
$
|
21,222
|
|
|
$
|
33,697
|
|
|
$
|
—
|
|
|
$
|
4,702,511
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
555,342
|
|
|
$
|
31,954
|
|
|
$
|
16,734
|
|
|
$
|
26,775
|
|
|
$
|
—
|
|
|
$
|
630,805
|
|
Commercial real estate, construction, land and land development
|
|
2,972,732
|
|
|
5,426
|
|
|
5,148
|
|
|
7,396
|
|
|
—
|
|
|
2,990,702
|
|
||||||
Residential real estate
|
|
629,081
|
|
|
1,897
|
|
|
370
|
|
|
3,197
|
|
|
—
|
|
|
634,545
|
|
||||||
Single-family interim construction
|
|
233,800
|
|
|
791
|
|
|
—
|
|
|
884
|
|
|
—
|
|
|
235,475
|
|
||||||
Agricultural
|
|
52,724
|
|
|
569
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
53,548
|
|
||||||
Consumer
|
|
27,215
|
|
|
12
|
|
|
3
|
|
|
300
|
|
|
—
|
|
|
27,530
|
|
||||||
Other
|
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||||
|
|
$
|
4,471,060
|
|
|
$
|
40,649
|
|
|
$
|
22,510
|
|
|
$
|
38,552
|
|
|
$
|
—
|
|
|
$
|
4,572,771
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Outstanding balance
|
$
|
38,380
|
|
|
$
|
39,442
|
|
Carrying amount
|
33,930
|
|
|
34,678
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Balance at January 1,
|
$
|
1,526
|
|
|
$
|
2,380
|
|
Additions
|
—
|
|
|
—
|
|
||
Accretion
|
(225
|
)
|
|
(302
|
)
|
||
Transfers from nonaccretable
|
270
|
|
|
—
|
|
||
Balance at March 31,
|
$
|
1,571
|
|
|
$
|
2,078
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||||
Commitments to extend credit
|
|
$
|
873,962
|
|
|
$
|
865,668
|
|
Standby letters of credit
|
|
7,623
|
|
|
10,562
|
|
||
|
|
$
|
881,585
|
|
|
$
|
876,230
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Income tax expense for the period
|
$
|
6,728
|
|
|
$
|
6,162
|
|
Effective tax rate
|
30.0
|
%
|
|
33.1
|
%
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
Assets/
Liabilities
Measured at
Fair Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
$
|
3,158
|
|
|
$
|
—
|
|
|
$
|
3,158
|
|
|
$
|
—
|
|
Government agency securities
|
|
135,708
|
|
|
—
|
|
|
135,708
|
|
|
—
|
|
||||
Obligations of state and municipal subdivisions
|
|
103,366
|
|
|
—
|
|
|
103,366
|
|
|
—
|
|
||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
108,177
|
|
|
—
|
|
|
108,177
|
|
|
—
|
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasuries
|
|
$
|
3,147
|
|
|
$
|
—
|
|
|
$
|
3,147
|
|
|
$
|
—
|
|
Government agency securities
|
|
122,267
|
|
|
—
|
|
|
122,267
|
|
|
—
|
|
||||
Obligations of state and municipal subdivisions
|
|
87,256
|
|
|
—
|
|
|
87,256
|
|
|
—
|
|
||||
Residential pass-through securities guaranteed by FNMA, GNMA and FHLMC
|
|
103,765
|
|
|
—
|
|
|
103,765
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
||||||||||||||
|
|
Assets
Measured
at Fair Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Period Ended
Total Losses
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans
|
|
$
|
3,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,135
|
|
|
$
|
500
|
|
Other real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Measured on a nonrecurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
968
|
|
|
$
|
708
|
|
Other real estate
|
|
340
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
52
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
515,123
|
|
|
$
|
515,123
|
|
|
$
|
515,123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit held in other banks
|
|
5,892
|
|
|
5,943
|
|
|
—
|
|
|
5,943
|
|
|
—
|
|
|||||
Securities available for sale
|
|
350,409
|
|
|
350,409
|
|
|
—
|
|
|
350,409
|
|
|
—
|
|
|||||
Loans held for sale
|
|
5,081
|
|
|
5,081
|
|
|
—
|
|
|
5,081
|
|
|
—
|
|
|||||
Loans, net
|
|
4,666,653
|
|
|
4,636,219
|
|
|
—
|
|
|
4,632,901
|
|
|
3,318
|
|
|||||
FHLB of Dallas stock and other restricted stock
|
|
26,672
|
|
|
26,672
|
|
|
—
|
|
|
26,672
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
11,410
|
|
|
11,410
|
|
|
—
|
|
|
11,410
|
|
|
—
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
4,722,203
|
|
|
4,726,879
|
|
|
—
|
|
|
4,726,879
|
|
|
—
|
|
|||||
Accrued interest payable
|
|
2,398
|
|
|
2,398
|
|
|
—
|
|
|
2,398
|
|
|
—
|
|
|||||
FHLB advances
|
|
460,727
|
|
|
469,430
|
|
|
—
|
|
|
469,430
|
|
|
—
|
|
|||||
Other borrowings
|
|
107,388
|
|
|
110,550
|
|
|
—
|
|
|
110,550
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
|
18,147
|
|
|
18,140
|
|
|
—
|
|
|
18,140
|
|
|
—
|
|
|||||
Off-balance sheet assets (liabilities):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments to extend credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Standby letters of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
505,027
|
|
|
$
|
505,027
|
|
|
$
|
505,027
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit held in other banks
|
|
2,707
|
|
|
2,733
|
|
|
—
|
|
|
2,733
|
|
|
—
|
|
|||||
Securities available for sale
|
|
316,435
|
|
|
316,435
|
|
|
—
|
|
|
316,435
|
|
|
—
|
|
|||||
Loans held for sale
|
|
9,795
|
|
|
9,795
|
|
|
—
|
|
|
9,795
|
|
|
—
|
|
|||||
Loans, net
|
|
4,539,063
|
|
|
4,532,364
|
|
|
—
|
|
|
4,532,086
|
|
|
278
|
|
|||||
FHLB of Dallas stock and other restricted stock
|
|
26,536
|
|
|
26,536
|
|
|
—
|
|
|
26,536
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
12,331
|
|
|
12,331
|
|
|
—
|
|
|
12,331
|
|
|
—
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
4,577,109
|
|
|
4,581,866
|
|
|
—
|
|
|
4,581,866
|
|
|
—
|
|
|||||
Accrued interest payable
|
|
4,020
|
|
|
4,020
|
|
|
—
|
|
|
4,020
|
|
|
—
|
|
|||||
FHLB advances
|
|
460,746
|
|
|
459,436
|
|
|
—
|
|
|
459,436
|
|
|
—
|
|
|||||
Other borrowings
|
|
107,299
|
|
|
110,000
|
|
|
—
|
|
|
110,000
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
|
18,147
|
|
|
18,131
|
|
|
—
|
|
|
18,131
|
|
|
—
|
|
|||||
Off-balance sheet assets (liabilities):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commitments to extend credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Standby letters of credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested shares, December 31, 2016
|
|
280,524
|
|
|
$
|
36.88
|
|
Granted during the period
|
|
40,627
|
|
|
62.37
|
|
|
Vested during the period
|
|
(65,668
|
)
|
|
31.23
|
|
|
Forfeited during the period
|
|
—
|
|
|
—
|
|
|
Nonvested shares, March 31, 2017
|
|
255,483
|
|
|
$
|
42.38
|
|
|
|
|
|
|
|||
Nonvested shares, December 31, 2015
|
|
373,572
|
|
|
$
|
40.29
|
|
Granted during the period
|
|
66,220
|
|
|
29.91
|
|
|
Vested during the period
|
|
(44,220
|
)
|
|
32.61
|
|
|
Forfeited during the period
|
|
(6,334
|
)
|
|
42.25
|
|
|
Nonvested shares, March 31, 2016
|
|
389,238
|
|
|
$
|
39.20
|
|
First year
|
|
124,575
|
|
Second year
|
|
79,482
|
|
Third year
|
|
41,526
|
|
Fourth year
|
|
6,050
|
|
Fifth year
|
|
3,850
|
|
Total nonvested shares
|
|
255,483
|
|
|
|
Actual
|
|
Minimum for Capital
Adequacy Purposes
|
|
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
$
|
583,864
|
|
|
11.44
|
%
|
|
$
|
408,474
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
572,757
|
|
|
11.22
|
|
|
408,247
|
|
|
8.00
|
|
|
$
|
510,309
|
|
|
10.00
|
%
|
||
Tier 1 capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
440,433
|
|
|
8.63
|
|
|
306,356
|
|
|
6.00
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
539,326
|
|
|
10.57
|
|
|
306,185
|
|
|
6.00
|
|
|
408,247
|
|
|
8.00
|
|
|||
Common equity tier 1 to risk weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
422,833
|
|
|
8.28
|
|
|
229,767
|
|
|
4.50
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
539,326
|
|
|
10.57
|
|
|
229,639
|
|
|
4.50
|
|
|
331,701
|
|
|
6.50
|
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
440,433
|
|
|
7.84
|
|
|
224,601
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
539,326
|
|
|
9.61
|
|
|
224,491
|
|
|
4.00
|
|
|
280,614
|
|
|
5.00
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
$
|
568,808
|
|
|
11.38
|
%
|
|
$
|
399,698
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
|
558,551
|
|
|
11.19
|
|
|
399,497
|
|
|
8.00
|
|
|
$
|
499,371
|
|
|
10.00
|
%
|
||
Tier 1 capital to risk weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
427,217
|
|
|
8.55
|
|
|
299,774
|
|
|
6.00
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
526,960
|
|
|
10.55
|
|
|
299,623
|
|
|
6.00
|
|
|
399,497
|
|
|
8.00
|
|
|||
Common equity tier 1 to risk weighted assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
409,617
|
|
|
8.20
|
|
|
224,830
|
|
|
4.50
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
526,960
|
|
|
10.55
|
|
|
224,717
|
|
|
4.50
|
|
|
324,591
|
|
|
6.50
|
|
|||
Tier 1 capital to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
|
427,217
|
|
|
7.82
|
|
|
218,612
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
|
526,960
|
|
|
9.65
|
|
|
218,517
|
|
|
4.00
|
|
|
273,146
|
|
|
5.00
|
|
Assets of acquired bank:
|
|
||
Cash and cash equivalents
|
$
|
159,469
|
|
Securities available for sale
|
336,506
|
|
|
Loans
|
1,396,169
|
|
|
Premises and equipment
|
63,581
|
|
|
Other real estate owned
|
10,666
|
|
|
Goodwill
|
362,922
|
|
|
Core deposit intangible
|
15,623
|
|
|
Other assets
|
92,696
|
|
|
Total assets acquired
|
$
|
2,437,632
|
|
|
|
||
Liabilities of acquired bank:
|
|
||
Deposits
|
$
|
1,834,655
|
|
Junior subordinated debentures
|
12,566
|
|
|
Other liabilities
|
20,893
|
|
|
Total liabilities assumed
|
$
|
1,868,114
|
|
Common stock issued at $62.70 per share
|
$
|
552,055
|
|
Cash paid
|
$
|
17,463
|
|
•
|
worsening business and economic conditions nationally, regionally and in our target markets, particularly in Texas and the geographic areas in which we operate;
|
•
|
our dependence on our management team and our ability to attract, motivate and retain qualified personnel;
|
•
|
the concentration of our business within our geographic areas of operation in Texas;
|
•
|
deteriorating asset quality and higher loan charge-offs;
|
•
|
concentration of our loan portfolio in commercial and residential real estate loans and changes in the prices, values and sales volumes of commercial and residential real estate;
|
•
|
inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;
|
•
|
lack of liquidity, including as a result of a reduction in the amount of sources of liquidity we currently have;
|
•
|
material decreases in the amount of deposits we hold;
|
•
|
regulatory requirements to maintain minimum capital levels or maintenance of capital at levels sufficient to support our anticipated growth;
|
•
|
changes in market interest rates that affect the pricing of our loans and deposits and our net interest income;
|
•
|
fluctuations in the market value and liquidity of the securities we hold for sale;
|
•
|
effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;
|
•
|
changes in economic and market conditions that affect the amount of assets we have under administration;
|
•
|
the institution and outcome of litigation and other legal proceeding against us or to which we become subject;
|
•
|
the occurrence of market conditions adversely affecting the financial industry generally;
|
•
|
the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act;
|
•
|
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the SEC and the Public Company Accounting Oversight Board;
|
•
|
governmental monetary and fiscal policies;
|
•
|
changes in the scope and cost of FDIC insurance and other coverage;
|
•
|
the effects of war or other conflicts, acts of terrorism (including cyber attacks) or other catastrophic events, including storms, droughts, tornadoes and flooding, that may affect general economic conditions;
|
•
|
our actual cost savings resulting from previous or future acquisitions are less than expected, we are unable to realize those cost savings as soon as expected, or we incur additional or unexpected costs;
|
•
|
our revenues after previous or future acquisitions are less than expected;
|
•
|
deposit attrition, operating costs, customer loss and business disruption before and after our completed acquisitions, including, without limitation, difficulties in maintaining relationships with employees, may be greater than we expected;
|
•
|
the risk that the businesses of the Company, and financial institutions that it has or will acquire, will not be integrated successfully, or such integrations may be more difficult, time-consuming or costly than expected;
|
•
|
the quality of the assets acquired from other organizations being lower than determined in our due diligence investigation and related exposure to unrecoverable losses on loans acquired;
|
•
|
general business and economic conditions in our markets change or are less favorable than expected;
|
•
|
changes occur in business conditions and inflation;
|
•
|
personal or commercial customers’ bankruptcies increase;
|
•
|
technology-related changes are harder to make or are more expensive than expected; and
|
•
|
the other factors that are described or referenced in Part II, Item 1A. of this Quarterly Report on Form 10-Q under the caption “Risk Factors.”
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
|
|
Average
Outstanding
Balance
|
|
Interest
|
|
Yield/
Rate (3) |
|
Average
Outstanding Balance |
|
Interest
|
|
Yield/
Rate (3) |
||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
(1)
|
|
$
|
4,631,918
|
|
|
$
|
53,744
|
|
|
4.71
|
%
|
|
$
|
4,031,322
|
|
|
$
|
49,910
|
|
|
4.98
|
%
|
Taxable securities
|
|
242,822
|
|
|
764
|
|
|
1.28
|
|
|
208,740
|
|
|
730
|
|
|
1.41
|
|
||||
Nontaxable securities
|
|
81,773
|
|
|
541
|
|
|
2.68
|
|
|
74,609
|
|
|
451
|
|
|
2.43
|
|
||||
Interest-bearing deposits and other
|
|
338,034
|
|
|
890
|
|
|
1.07
|
|
|
185,855
|
|
|
373
|
|
|
0.81
|
|
||||
Total interest-earning assets
|
|
5,294,547
|
|
|
$
|
55,939
|
|
|
4.28
|
|
|
4,500,526
|
|
|
$
|
51,464
|
|
|
4.60
|
|
||
Noninterest-earning assets
|
|
585,926
|
|
|
|
|
|
|
741,763
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
5,880,473
|
|
|
|
|
|
|
$
|
5,242,289
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Checking accounts
|
|
$
|
1,938,628
|
|
|
$
|
2,166
|
|
|
0.45
|
|
|
$
|
1,593,295
|
|
|
$
|
1,745
|
|
|
0.44
|
|
Savings accounts
|
|
168,328
|
|
|
66
|
|
|
0.16
|
|
|
144,315
|
|
|
64
|
|
|
0.18
|
|
||||
Money market accounts
|
|
566,833
|
|
|
1,056
|
|
|
0.76
|
|
|
504,616
|
|
|
459
|
|
|
0.37
|
|
||||
Certificates of deposit
|
|
846,610
|
|
|
1,741
|
|
|
0.83
|
|
|
825,353
|
|
|
1,383
|
|
|
0.67
|
|
||||
Total deposits
|
|
3,520,399
|
|
|
5,029
|
|
|
0.58
|
|
|
3,067,579
|
|
|
3,651
|
|
|
0.48
|
|
||||
FHLB advances
|
|
460,733
|
|
|
1,171
|
|
|
1.03
|
|
|
435,730
|
|
|
1,001
|
|
|
0.92
|
|
||||
Repurchase agreements and other borrowings
|
|
107,356
|
|
|
1,705
|
|
|
6.44
|
|
|
72,297
|
|
|
1,003
|
|
|
5.58
|
|
||||
Junior subordinated debentures
|
|
18,147
|
|
|
167
|
|
|
3.73
|
|
|
18,147
|
|
|
149
|
|
|
3.30
|
|
||||
Total interest-bearing liabilities
|
|
4,106,635
|
|
|
8,072
|
|
|
0.80
|
|
|
3,593,753
|
|
|
5,804
|
|
|
0.65
|
|
||||
Noninterest-bearing checking accounts
|
|
1,073,703
|
|
|
|
|
|
|
1,016,032
|
|
|
|
|
|
||||||||
Noninterest-bearing liabilities
|
|
18,701
|
|
|
|
|
|
|
11,026
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
|
681,434
|
|
|
|
|
|
|
621,478
|
|
|
|
|
|
||||||||
Total liabilities and equity
|
|
$
|
5,880,473
|
|
|
|
|
|
|
$
|
5,242,289
|
|
|
|
|
|
||||||
Net interest income
|
|
|
|
$
|
47,867
|
|
|
|
|
|
|
$
|
45,660
|
|
|
|
||||||
Interest rate spread
|
|
|
|
|
|
3.48
|
%
|
|
|
|
|
|
3.95
|
%
|
||||||||
Net interest margin
(2)
|
|
|
|
|
|
3.67
|
|
|
|
|
|
|
4.08
|
|
||||||||
Average interest earning assets to interest bearing liabilities
|
|
|
|
|
|
128.93
|
|
|
|
|
|
|
125.23
|
|
(1)
|
Average loan balances include nonaccrual loans.
|
(2)
|
Net interest margins for the periods presented represent: (i) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest-earning assets for the period.
|
(3)
|
Yield and rates for the three month periods are annualized.
|
|
Three Months Ended March 31,
|
|
Variance
|
||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
2017 v. 2016
|
||||||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
$
|
1,927
|
|
|
$
|
1,695
|
|
|
$
|
232
|
|
Mortgage fee income
|
1,267
|
|
|
1,376
|
|
|
(109
|
)
|
|||
Gain on sale of other real estate
|
—
|
|
|
43
|
|
|
(43
|
)
|
|||
Gain on sale of premises and equipment
|
5
|
|
|
38
|
|
|
(33
|
)
|
|||
Increase in cash surrender value of bank owned life insurance
|
399
|
|
|
265
|
|
|
134
|
|
|||
All other noninterest income
|
985
|
|
|
1,053
|
|
|
(68
|
)
|
|||
Total noninterest income
|
$
|
4,583
|
|
|
$
|
4,470
|
|
|
$
|
113
|
|
|
Three Months Ended March 31,
|
|
Variance
|
||||||||
(dollars in thousands)
|
2017
|
|
2016
|
|
2017 v. 2016
|
||||||
Noninterest Expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
$
|
16,837
|
|
|
$
|
16,774
|
|
|
$
|
63
|
|
Occupancy
|
3,872
|
|
|
4,040
|
|
|
(168
|
)
|
|||
Data processing
|
1,288
|
|
|
1,182
|
|
|
106
|
|
|||
FDIC assessment
|
878
|
|
|
726
|
|
|
152
|
|
|||
Advertising and public relations
|
297
|
|
|
295
|
|
|
2
|
|
|||
Communications
|
475
|
|
|
535
|
|
|
(60
|
)
|
|||
Other real estate owned expense, net
|
37
|
|
|
33
|
|
|
4
|
|
|||
Impairment of other real estate
|
—
|
|
|
55
|
|
|
(55
|
)
|
|||
Core deposit intangible amortization
|
492
|
|
|
488
|
|
|
4
|
|
|||
Professional fees
|
773
|
|
|
660
|
|
|
113
|
|
|||
Acquisition expense, including legal
|
146
|
|
|
639
|
|
|
(493
|
)
|
|||
Other
|
2,933
|
|
|
3,092
|
|
|
(159
|
)
|
|||
Total noninterest expense
|
$
|
28,028
|
|
|
$
|
28,519
|
|
|
$
|
(491
|
)
|
|
|
||||||||||||
(dollars in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
Commercial
|
$
|
601,985
|
|
|
12.7
|
%
|
|
$
|
630,805
|
|
|
13.7
|
%
|
Real estate:
|
|
|
|
|
|
|
|
||||||
Commercial
|
2,562,743
|
|
|
54.4
|
|
|
2,459,221
|
|
|
53.7
|
|
||
Commercial construction, land and land development
|
573,623
|
|
|
12.2
|
|
|
531,481
|
|
|
11.6
|
|
||
Residential
(1)
|
652,650
|
|
|
13.9
|
|
|
644,340
|
|
|
14.1
|
|
||
Single family interim construction
|
237,740
|
|
|
5.1
|
|
|
235,475
|
|
|
5.1
|
|
||
Agricultural
|
52,515
|
|
|
1.1
|
|
|
53,548
|
|
|
1.2
|
|
||
Consumer
|
26,224
|
|
|
0.6
|
|
|
27,530
|
|
|
0.6
|
|
||
Other
|
112
|
|
|
—
|
|
|
166
|
|
|
—
|
|
||
|
4,707,592
|
|
|
100.0
|
%
|
|
4,582,566
|
|
|
100.0
|
%
|
||
Deferred loan fees
|
(2,427
|
)
|
|
|
|
(2,117
|
)
|
|
|
||||
Allowance for loan losses
|
(33,431
|
)
|
|
|
|
(31,591
|
)
|
|
|
||||
Total loans, net
|
$
|
4,671,734
|
|
|
|
|
$
|
4,548,858
|
|
|
|
(dollars in thousands)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Nonaccrual loans
|
|
|
|
|
||||
Commercial
|
|
$
|
8,196
|
|
|
$
|
7,718
|
|
Real estate:
|
|
|
|
|
||||
Commercial real estate, construction, land and land development
|
|
1,666
|
|
|
5,885
|
|
||
Residential real estate
|
|
1,031
|
|
|
866
|
|
||
Single family interim construction
|
|
—
|
|
|
884
|
|
||
Consumer
|
|
264
|
|
|
273
|
|
||
Total nonaccrual loans
(1)
|
|
11,157
|
|
|
15,626
|
|
||
Loans delinquent 90 days or more and still accruing
|
|
|
|
|
|
|
||
Total loans delinquent 90 days or more and still accruing
|
|
—
|
|
|
—
|
|
||
Troubled debt restructurings, not included in nonaccrual loans
|
|
|
|
|
|
|
||
Commercial
|
|
—
|
|
|
1
|
|
||
Real estate:
|
|
|
|
|
||||
Commercial real estate, construction, land and land development
|
|
1,177
|
|
|
1,204
|
|
||
Residential real estate
|
|
1,008
|
|
|
1,011
|
|
||
Total troubled debt restructurings, not included in nonaccrual loans
|
|
2,185
|
|
|
2,216
|
|
||
Total nonperforming loans
|
|
13,342
|
|
|
17,842
|
|
||
Other real estate owned and other repossessed assets:
|
|
|
|
|
|
|
||
Commercial real estate, construction, land and land development
|
|
783
|
|
|
783
|
|
||
Residential Real Estate
|
|
1,189
|
|
|
1,189
|
|
||
Single family interim construction
|
|
924
|
|
|
—
|
|
||
Consumer
|
|
—
|
|
|
4
|
|
||
Total other real estate owned and other repossessed assets
|
|
2,896
|
|
|
1,976
|
|
||
Total nonperforming assets
|
|
$
|
16,238
|
|
|
$
|
19,818
|
|
Ratio of nonperforming loans to total loans
|
|
0.28
|
%
|
|
0.39
|
%
|
||
Ratio of nonperforming assets to total assets
|
|
0.27
|
|
|
0.34
|
|
(1)
|
Nonaccrual loans include troubled debt restructurings of $204 thousand and $209 thousand as of March 31, 2017 and December 31, 2016, respectively.
|
|
As of March 31, 2017
|
|||
|
Actual
|
Required to be considered well capitalized
|
Required to be considered adequately capitalized
|
|
|
Ratio
|
Ratio
|
Ratio
|
|
Tier 1 capital to average assets ratio
|
7.84
|
%
|
≥5.00%
|
4.00-5.00%
|
Common equity tier 1 capital to risk-weighted assets ratio
|
8.28
|
|
≥6.50
|
4.50-6.50
|
Tier 1 capital to risk-weighted assets ratio
|
8.63
|
|
≥8.00
|
6.00-8.00
|
Total capital to risk-weighted assets ratio
|
11.44
|
|
≥10.00
|
8.00-10.00
|
Hypothetical Shift in
Interest Rates (in bps)
|
% Change in Projected
Net Interest Income
|
200
|
(1.28)%
|
100
|
(0.59)%
|
(100)
|
2.48%
|
|
|
|
Exhibit 3.1
|
|
Amended and Restated Certificate of Formation of Independent Bank Group, Inc., which is incorporated herein by reference to Exhibit 3.1 to Registration Statement on Form S-1 of Independent Bank Group, Inc. filed with the SEC on February 27, 2013 (the "S-1 Registration Statement").
|
|
|
|
Exhibit 3.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Formation of Independent Bank Group, Inc., which is incorporated herein by reference to Exhibit 3.3 to Amendment No. 2 to the S-1 Registration Statement filed with the SEC on April 1, 2013.
|
|
|
|
Exhibit 3.3
|
|
Third Amended and Restated Bylaws of Independent Bank Group, Inc., which are incorporated herein by reference to Exhibit 3.2 to Amendment No. 1 to the S-1 Registration Statement filed with the SEC on March 18, 2013.
|
|
|
|
Exhibit 3.4
|
|
Statement of Designations of Senior Non-Cumulative Perpetual Preferred Stock, Series A of Independent Bank Group, Inc., as filed with the Office of the Secretary of State of the State of Texas on April 15, 2014, which is incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of Independent Bank Group, Inc. filed with the SEC on April 17, 2014.
|
|
|
|
Exhibit 3.5
|
|
Certificate of Merger, dated January 2, 2014, of Live Oak Financial Corp. with and into Independent Bank Group, Inc., which is incorporated herein by reference to Exhibit 3.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-196627) filed with the SEC on June 25, 2014 (the “S-3 Registration Statement”)
|
|
|
|
Exhibit 3.6
|
|
Certificate of Merger, dated April 15, 2014, of BOH Holdings, Inc. with and into Independent Bank Group, Inc., which is incorporated herein by reference to Exhibit 3.6 to Amendment No. 1 to the S-3 Registration Statement filed with the SEC on June 25, 2014
|
|
|
|
Exhibit 3.7
|
|
Certificate of Merger, dated September 30, 2014, of Houston City Bancshares, Inc. with and into Independent Bank Group, Inc., which are incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q, dated July 31, 2015
|
|
|
|
Exhibit 3.8
|
|
Certificate of Merger, dated March 31, 2017, of Carlile Bancshares, Inc. with and into Independent Bank Group, Inc.*
|
|
|
|
Exhibit 4.1
|
|
Form of certificate representing shares of the Registrant’s common stock, which is incorporated herein by reference to Exhibit 4.1 to Amendment No. 1 to the Form S-1 Registration Statement filed with the SEC on March 18, 2013
|
|
|
|
Exhibit 4.2
|
|
Form of Common Stock Purchase Warrant, with schedules of differences, which is incorporated herein by reference to Exhibit 4.2 to the Form S-1 Registration Statement
|
|
|
|
Exhibit 4.3
|
|
Form of certificate representing shares of the Registrant’s Series A preferred stock, which is incorporated herein by reference to Exhibit 4.3 to the S-3 Registration Statement
|
|
|
|
Exhibit 4.4
|
|
Subordinated Debt Indenture, dated as of June 25, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee, which is incorporated herein by reference to Exhibit 4.6 to the Registrant’s Amendment No. 1 to the S-3 Registration Statement filed with the SEC on June 25, 2014
|
|
|
|
Exhibit 4.5
|
|
First Supplemental Indenture, dated as of July 17, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank Shareowner Services, in its capacity as Indenture Trustee, which is incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, dated July 17, 2014.
|
|
|
|
Exhibit 4.6
|
|
Form of Global Note to represent the 5.875% Subordinated Notes due August 1, 2024, of the Registrant, which is incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, dated July 17, 2014.
|
|
|
|
Exhibit 4.7
|
|
Form of Global Note to represent the 5.875% Subordinated Notes due August 1, 2024, of the Registrant, which is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, dated June 22, 2016.
|
|
|
|
*
|
Filed herewith as an Exhibit.
|
**
|
Furnished herewith as an Exhibit.
|
|
|
Independent Bank Group, Inc.
|
|
|
|
Date: April 27, 2017
|
|
By: /s/ David R. Brooks
|
|
|
|
|
|
David R. Brooks
|
|
|
Chairman, Chief Executive Officer and President
|
Date: April 27, 2017
|
|
By: /s/ Michelle S. Hickox
|
|
|
|
|
|
Michelle S. Hickox
|
|
|
Executive Vice President
|
|
|
Chief Financial Officer
|
Name of Merging Party
|
Entity Type
|
State of Organization
|
Texas SOS Filing Number
|
Surviving Entity
|
Independent Bank Group, Inc.
|
For profit corporation
|
Texas
|
800125042
|
Yes
|
Carlile Bancshares, Inc.
|
For profit corporation
|
Texas
|
801073254
|
No
|
INDEPENDENT BANK GROUP, INC.
|
|
CARLILE BANCSHARES, INC.
|
By:
/s/ David R. Brooks
|
|
By:
/s/ Tom C. Nichols
|
David R. Brooks
Chairman of the Board and CEO |
|
Tom C. Nichols
Chairman of the Board and CEO
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Independent Bank Group, Inc. (the “registrant”);
|
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;
|
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;
|
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 related 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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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
|
(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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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 the registrant’s board of directors:
|
(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 27, 2017
|
/s/ David R. Brooks
|
|
David R. Brooks
Chairman, Chief Executive Officer and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Independent Bank Group, Inc. (the “registrant”);
|
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;
|
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;
|
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 related 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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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
|
(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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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 the registrant’s board of directors:
|
(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 27, 2017
|
/s/ Michelle S. Hickox
|
|
Michelle S. Hickox
Executive Vice President and Chief Financial Officer
|
|
/s/ David R. Brooks
|
|
David R. Brooks
|
Chairman, Chief Executive Officer and President
|
/s/ Michelle S. Hickox
|
|
Michelle S. Hickox
|
Executive Vice President and Chief Financial Officer
|