UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 22, 2014
 
VIEWPOINT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
 
001-34737
 
27-2176993
(State or other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
1309 W. 15th Street, Plano, Texas
 
 
 
75075
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (972) 578-5000
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






ITEM 2.02
Results of Operations and Financial Condition
On July 22, 2014, the Registrant announced second quarter 2014 earnings. The press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.
ITEM 8.01
Other Events
The information set forth in Item 2.02 above, including the contents of the press release attached as Exhibit 99.1, is incorporated by reference into this Item 8.01.
On July 22, 2014, the Registrant issued a press release announcing the declaration of a quarterly cash dividend of 12 cents per share, payable on August 18, 2014, to stockholders of record as of the close of business on August 4, 2014. The press release is attached to this report as Exhibit 99.2, which is incorporated herein by reference.
On Wednesday, July 23, 2014, at 8:00 a.m. Central Time, the Registrant will host an investor conference call and webcast to review their second quarter 2014 financial results. The webcast will include a slide presentation which consists of information regarding the Registrant's operating and growth strategies and financial performance. The presentation materials will be posted on the Registrant's website on July 22, 2014. The presentation materials are attached hereto as Exhibit 99.3, which is incorporated herein by reference.
In connection with the proposed merger between the Registrant and LegacyTexas Group, Inc. (“LegacyTexas”), the Registrant has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, THE REGISTRANT AND THE PROPOSED TRANSACTION. Copies of these documents may be obtained free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by the Registrant are available free of charge by accessing the Registrant’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.
ITEM 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 99.1
Press release announcing second quarter 2014 earnings dated July 22, 2014
Exhibit 99.2
Press release announcing quarterly dividend dated July 22, 2014
Exhibit 99.3
Presentation materials
 
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
VIEWPOINT FINANCIAL GROUP, INC.
 
 
 
 
Date:
July 22, 2014
By:
/s/ Kari J. Anderson
 
 
 
Kari J. Anderson, Chief Accounting Officer and Interim Principal Financial Officer






EXHIBIT INDEX
Exhibit No.
Description
Exhibit 99.1
Press release announcing second quarter 2014 earnings dated July 22, 2014
Exhibit 99.2
Press release announcing quarterly dividend dated July 22, 2014
Exhibit 99.3
Presentation materials
 
 
 
 





EXHIBIT 99.1


FOR IMMEDIATE RELEASE
July 22, 2014
Contact: Investor Inquiries:
Casey Farrell, ViewPoint Financial Group, Inc.
972-801-5871/shareholderrelations@viewpointfinancialgroup.com

Media Inquiries:
Mary Rische, ViewPoint Bank
972-509-2020 Ex. 7331/mary.rische@viewpointbank.com

ViewPoint Financial Group, Inc. Reports Second Quarter 2014 Earnings
Strong Growth in Commercial Loans and Warehouse Purchase Program;
Net Income up $1.1 million, or 14.8%

PLANO, Texas, July 22, 2014 -- ViewPoint Financial Group, Inc. (NASDAQ: VPFG) (the “Company”), the holding company for ViewPoint Bank, N.A. (the “Bank”), today announced net income of $8.8 million for the quarter ended June 30, 2014, an increase of $1.1 million, or 14.8%, from the quarter ended March 31, 2014. Compared to the second quarter of 2013, net income increased by $644,000, or 7.9%. Basic and diluted earnings per share for the quarter ended June 30, 2014, was $0.23, up $0.03 from the linked quarter and up $0.02 from the quarter ended June 30, 2013. Core basic and diluted earnings per share for the quarter ended June 30, 2014, was $0.26, up $0.05 from the linked quarter and up $0.04 from the quarter ended June 30, 2013. Please see the table labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document to find a reconciliation of earnings per share calculated per generally accepted accounting principles ("GAAP") to core (non-GAAP) earnings per share.

In November 2013, the Company announced that it had entered into a definitive agreement under which LegacyTexas Group, Inc. ("LegacyTexas") will merge into the Company. The merger was approved by LegacyTexas' shareholders on May 19, 2014, and will result in one of the largest independent banks in the state of Texas, with 51 branches and pro forma assets of over $5 billion. On June 17, 2014, the Company and LegacyTexas announced that additional time will be required to obtain regulatory approvals and to satisfy customary closing conditions necessary to complete the merger, and have jointly extended the agreement to August 31, 2014, pursuant to its terms.

Second Quarter 2014 Performance Highlights

Loans held for investment, excluding Warehouse Purchase Program loans, grew $141.9 million, or 6.4%, from March 31, 2014, with commercial loans increasing by $105.4 million, or 6.2%, to $1.80 billion at June 30, 2014.

Warehouse Purchase Program loans increased by $178.7 million, or 30.2%, from March 31, 2014, ending the June 30, 2014 quarter at $769.6 million.

The $1.1 million, or 14.8%, increase in net income for the quarter ended June 30, 2014, compared to the linked quarter, was driven by a $3.5 million, or 11.5%, increase in interest income on loans and a $467,000, or 9.4%, increase in non-interest income.

Deposits increased by $66.5 million, or 2.8%, from March 31, 2014.

Net interest margin for the quarter ended June 30, 2014, was 3.76%, a three basis point increase from the linked quarter and a four basis point increase compared to the second quarter of 2013.

1


“Our commercial lending momentum continued to pick up speed in the second quarter, with increases in every category of commercial loans, including our Warehouse Purchase Program,” said President and CEO Kevin Hanigan. “Both interest income and non-interest income were up, driving improved earnings and a higher net interest margin. We are pleased with the quarterly results, and we look forward to completing our highly accretive merger with LegacyTexas.”
Financial Highlights
 
At or For the Quarters Ended
 
June
 
March
 
June
(unaudited)
2014
 
2014
 
2013
 
(Dollars in thousands, except per share amounts)
Net interest income
$
32,922

 
$
29,585

 
$
30,438

Provision for loan losses
1,197

 
376

 
1,858

Non-interest income
5,429

 
4,962

 
5,743

Non-interest expense
23,350

 
22,155

 
21,703

Income tax expense
4,986

 
4,334

 
4,446

Net income
$
8,818

 
$
7,682

 
$
8,174

 
 
 
 
 
 
Basic earnings per common share
$
0.23

 
$
0.20

 
$
0.21

Weighted average common shares outstanding - basic
37,873,671

 
37,775,677

 
37,545,050

Estimated Tier 1 risk-based capital ratio1
16.42
%
 
17.88
%
 
17.97
%
Tangible common equity to tangible assets - Non-GAAP 2
13.44
%
 
14.54
%
 
14.10
%
1 Calculated at the ViewPoint Financial Group, Inc. level, which is subject to the capital adequacy requirements of the Federal Reserve.
2 See the section labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document.

Net Interest Income and Net Interest Margin
 
For the Quarters Ended
 
June
 
March
 
June
(unaudited)
2014
 
2014
 
2013
 
(Dollars in thousands)
Interest income:
 
 
 
 
 
Loans held for investment, excluding Warehouse Purchase Program loans 
$
28,794

 
$
26,326

 
$
24,844

Warehouse Purchase Program loans
5,094

 
4,062

 
7,307

Securities
3,150

 
3,259

 
3,120

Interest-earning deposit accounts
71

 
57

 
25

Total interest income
$
37,109

 
$
33,704

 
$
35,296

 
 
 
 
 
 
Net interest income
$
32,922

 
29,585

 
$
30,438

Net interest margin
3.76
%
 
3.73
%
 
3.72
%
Selected average balances:
 
 
 
 
 
Total earning assets
$
3,499,223

 
$
3,170,341

 
$
3,271,436

Total loans
$
2,834,750

 
$
2,511,442

 
$
2,544,695

Total securities
$
545,944

 
$
562,607

 
$
680,931

Total deposits
$
2,386,307

 
$
2,287,496

 
$
2,187,865

Total borrowings
$
678,817

 
$
464,723

 
$
679,693

Total non-interest-bearing demand deposits
$
414,746

 
$
414,919

 
$
393,815

Total interest-bearing liabilities
$
2,650,378

 
$
2,337,300

 
$
2,473,743




2


Net interest income for the quarter ended June 30, 2014, was $32.9 million, a $3.3 million increase from the first quarter of 2014 and a $2.5 million increase from the second quarter of 2013. The $3.3 million increase from the linked quarter was primarily due to a $3.5 million, or 11.5%, increase in interest income on loans, which was driven by increased volume in commercial and Warehouse Purchase Program loans. The average balance of commercial and industrial loans increased by $122.5 million, or 26.2%, to $590.4 million from the first quarter of 2014, resulting in a $1.2 million increase in interest income. Additionally, the average balance of Warehouse Purchase Program loans increased by $125.0 million, or 28.0%, from the linked quarter, contributing $1.0 million of the increase in loan interest income. A $39.2 million, or 3.5%, increase in the average balance of commercial real estate loans compared to the linked quarter, as well as a nine basis point increase in the average yield on commercial real estate loans, resulted in a $775,000 increase in loan interest income.

Interest expense for the quarter ended June 30, 2014, remained relatively flat compared to the linked quarter, increasing by $68,000, or 1.7%. A $90,000 linked quarter increase in interest expense related to savings and money market accounts (primarily caused by new deposits from other financial institutions) was partially offset by a $52,000 decrease in interest expense related to time deposits, due to a six basis point decrease in the average rate paid on time deposits.

The $2.5 million increase in net interest income compared to the second quarter of 2013 was primarily due to a $1.7 million, or 5.4%, increase in interest income on loans, which was driven by higher commercial loan volume. For the three months ended June 30, 2014, the average balance of commercial and industrial loans increased by $274.2 million, or 86.7%, compared to the three months ended June 30, 2013, which resulted in a $2.3 million increase in interest income. Additionally, the average balance of commercial real estate loans increased by $207.9 million, or 21.6%, for the three months ended June 30, 2014, compared to the same period in 2013, contributing $1.9 million of the increase in loan interest income. The increases in loan interest income related to commercial loan volume were partially offset by a $183.7 million, or 24.3%, decrease in the average balance of Warehouse Purchase Program loans for the three months ended June 30, 2014, compared to the same period in 2013, as well as reductions in yields on all commercial and real estate loan portfolios.

Compared to the quarter ended June 30, 2013, interest expense for the quarter ended June 30, 2014, decreased by $671,000, or 13.8%, which was primarily due to a 54 basis point reduction in the average rate paid on time deposits, as well as a 15 basis point decrease in the average rate paid on borrowings.

The net interest margin for the second quarter of 2014 was 3.76%, a three basis point increase from the first quarter of 2014 and a four basis point increase from the second quarter of 2013. Accretion of interest related to the 2012 Highlands acquisition contributed four basis points to the net interest margin for the quarter ended June 30, 2014, compared to five basis points for the quarter ended March 31, 2014, and nine basis points for the quarter ended June 30, 2013. The average yield on earning assets for the second quarter of 2014 was 4.24%, a one basis point decrease from the first quarter of 2014 and an eight basis point decrease from the second quarter of 2013. The cost of deposits for the second quarter of 2014 was 0.34%, a one basis point decrease from the first quarter of 2014 and an 11 basis point decrease from the second quarter of 2013.

Non-interest Income

Non-interest income for the quarter ended June 30, 2014, was $5.4 million, a $467,000, or 9.4%, increase from the first quarter of 2014 and a $314,000, or 5.5%, decrease from the second quarter of 2013. The $467,000 increase from the first quarter of 2014 was primarily due to a $726,000 increase in the gain on sale and disposition of assets, which was attributable to $777,000 in gains recognized on two purchased credit impaired loans acquired from Highlands that were paid in full during the second quarter of 2014. Additionally, service charges and fees increased by $576,000, or 13.4%, compared to the first quarter of 2014, primarily due to a $355,000 increase in commercial loan syndication and pre-prepayment fees, as well as a $155,000 increase in Warehouse Purchase Program fee income due to increased loan production. These increases in the second quarter of 2014 were partially offset by an $856,000 decrease in other non-interest income from the linked quarter. This decline was primarily attributable to a $610,000 net decrease in the value of an investment in a community development-oriented private equity fund used for Community Reinvestment Act purposes recognized in the second quarter of 2014, compared to an increase of $39,000 recognized in the first quarter of 2014. Also, other non-interest income for the first quarter of 2014 included a $189,000 prepayment penalty on a held-to-maturity security.

The $314,000 decrease from the second quarter of 2013 was primarily due to a $755,000 decrease in other non-interest income, caused by the $610,000 net decrease in the value of an investment in a community development-oriented private equity fund used for Community Reinvestment Act purposes recognized in the second quarter of 2014, compared to no value change recognized in the second quarter of 2013. This decrease was partially offset by a $283,000, or 63.7%, increase in the gain on sale and disposition of assets, which was primarily attributable to the $777,000 in gains recognized on payoffs of purchased credit impaired loans during the second quarter of 2014 discussed above, compared to $331,000 in similar gains recognized during the second quarter of 2013.

3



Non-interest Expenses

Non-interest expense for the quarter ended June 30, 2014, was $23.4 million, a $1.2 million, or 5.4%, increase from the first quarter of 2014, and a $1.6 million, or 7.6%, increase from the second quarter of 2013. The $1.2 million increase from the first quarter of 2014 was driven by a $549,000, or 49.4%, increase in other non-interest expense, which was primarily due to the one-time payment to two directors who retired in May 2014 totaling $360,000, as well as a $483,000 increase in merger and acquisition costs related to the pending merger with LegacyTexas.

The $1.6 million increase from the second quarter of 2013 was primarily attributable to a $1.6 million, or 12.8%, increase in salaries and employee benefits expense, resulting from increased performance-based incentive accruals due to higher loan production, as well as increased ESOP and share-based compensation expense due to the rise in the Company's stock price. Additionally, health care costs increased by $247,000 compared to the second quarter of 2013, which also contributed to the increase in salaries and employee benefits expense. The Company incurred merger and acquisition costs related to the pending merger with LegacyTexas totaling $652,000 during the quarter ended June 30, 2014, with no comparable costs recognized during the second quarter of 2013. Reductions in advertising, occupancy and equipment and other non-interest expense partially offset these increases in non-interest expense for the three months ended June 30, 2014, compared to the same period in 2013.

Financial Condition

Gross loans held for investment at June 30, 2014, excluding Warehouse Purchase Program loans, increased by $141.9 million, or 6.4%, from March 31, 2014, and by $514.3 million, or 28.0%, from June 30, 2013, with increased commercial lending driving the loan growth. Commercial real estate loan balances at June 30, 2014, increased by $44.0 million, or 3.9%, from March 31, 2014, and by $171.8 million, or 17.4%, from June 30, 2013. Commercial and industrial loans at June 30, 2014, increased by $67.4 million, or 12.4%, from March 31, 2014, and by $298.0 million, or 95.2%, from June 30, 2013. Warehouse Purchase Program loans at June 30, 2014, increased by $178.7 million, or 30.2%, from March 31, 2014, and decreased by $134.7 million, or 14.9%, from June 30, 2013. Consumer loans at June 30, 2014, increased by $35.7 million, or 7.0%, from March 31, 2014, and by $33.1 million, or 6.5%, from June 30, 2013.

Energy loans, which are reported as commercial and industrial loans, totaled $222.2 million at June 30, 2014, up $9.4 million from $212.8 million at March 31, 2014 and up $164.7 million from June 30, 2013. In May 2013, the Company formed its Energy Finance group, which focuses on providing loans to private and public oil and gas companies throughout the United States. The group's offerings also include the Bank's full array of commercial services, including Treasury Management and letters of credit.

Total deposits at June 30, 2014, increased by $66.5 million, or 2.8%, from March 31, 2014, and by $246.5 million, or 11.3%, from June 30, 2013. In the second quarter of 2014, the Company began offering a savings deposit account to other financial institutions and added $71.8 million in deposits to this product, which drove the $87.5 million increase in linked quarter savings and money market deposit balances. Over the past year, non-interest-bearing demand deposits have grown by $48.4 million, or 12.6%, and totaled $433.2 million at June 30, 2014, or 17.8% of total deposits, driven by higher balances in commercial checking products.

Total shareholders' equity increased by $7.3 million to $557.4 million at June 30, 2014, from $550.1 million at March 31, 2014. The Company's tangible common equity ratio was 13.44% at June 30, 2014, a decrease of 110 basis points from March 31, 2014, and a decrease of 66 basis points from June 30, 2013.


4


Credit Quality
 
At or For the Quarters Ended
 
June
 
March
 
June
(unaudited)
2014
 
2014
 
2013
 
(Dollars in thousands)
Net charge-offs
$
159

 
$
332

 
$
1,223

Net charge-offs/Average loans held for investment, excluding Warehouse Purchase Program loans
0.03
%
 
0.06
%
 
0.27
%
Net charge-offs/Average loans held for investment
0.02

 
0.05

 
0.19

Provision for loan losses
$
1,197

 
$
376

 
$
1,858

Non-performing loans ("NPLs")
23,605

 
22,829

 
23,799

NPLs/Total loans held for investment, excluding Warehouse Purchase Program loans
1.00
%
 
1.03
%
 
1.30
%
NPLs/Total loans held for investment
0.76

 
0.82

 
0.87

Non-performing assets ("NPAs")
$
23,845

 
$
23,216

 
$
24,356

NPAs to total assets
0.60
%
 
0.64
%
 
0.68
%
NPAs/Loans held for investment and foreclosed assets, excluding Warehouse Purchase Program loans
1.01

 
1.05

 
1.33

NPAs/Loans held for investment and foreclosed assets
0.76

 
0.83

 
0.89

Allowance for loan losses
$
20,440

 
$
19,402

 
19,277

Allowance for loan losses/Total loans held for investment, excluding Warehouse Purchase Program loans
0.87
%
 
0.88
%
 
1.05
%
Allowance for loan losses/Total loans held for investment
0.66

 
0.69

 
0.70

Allowance for loan losses/Total Loans held for investment, excluding acquired loans & Warehouse Purchase Program loans 1
0.90

 
0.92

 
1.15

Allowance for loan losses/NPLs
86.59

 
84.99

 
81.00

1 Excludes loans acquired in 2012 from Highlands, which were initially recorded at fair value.

The Company recorded a provision for loan losses of $1.2 million for the quarter ended June 30, 2014, compared to $376,000 for the quarter ended March 31, 2014, and $1.9 million for the quarter ended June 30, 2013. The linked quarter increase in the provision for loan losses was related to increased commercial loan production. Non-performing loans to total loans held for investment, excluding Warehouse Purchase Program loans, was 1.00% at June 30, 2014, compared to 1.03% at March 31, 2014, and 1.30% at June 30, 2013. Non-performing loans totaled $23.6 million at June 30, 2014, an increase of $776,000 from March 31, 2014, and a decrease of $194,000 from June 30, 2013. The $776,000 increase from the linked quarter was primarily due to a $1.1 million increase in non-performing consumer real estate loans, of which $606,000 was attributable to one loan that was past due and rated as Substandard. This increase was partially offset by a $724,000 decrease in commercial real estate non-performing loans from March 31, 2014, due to a commercial real estate loan that was returned to accrual status during the second quarter of 2014. Net charge-offs totaled $159,000 for the second quarter of 2014, compared to $332,000 for the first quarter of 2014, and $1.2 million for the second quarter of 2013.

Subsequent Events

The Company is required under generally accepted accounting principles to evaluate subsequent events through the filing of its consolidated financial statements for the quarter ended June 30, 2014, on Form 10-Q. As a result, the Company will continue to evaluate the impact of any subsequent events on critical accounting assumptions and estimates made as of June 30, 2014, and will adjust amounts preliminarily reported, if necessary.








5


Conference Call

The Company will host an investor conference call to review these results on Wednesday, July 23, 2014, at 8 a.m. Central Time. Participants may pre-register for the call by visiting http://dpregister.com/10048340 and will receive a unique pin number, which can be used when dialing in for the call. This will allow attendees to enter the call immediately. Alternatively, participants may call (toll-free) 1-888-317-6016 at least five minutes prior to the call to be placed into the call by an operator. International participants are asked to call 1-412-317-6016 and participants in Canada are asked to call (toll-free) 1-855-669-9657.

The call and corresponding presentation slides will be webcast live on the home page of the Company's website, www.viewpointfinancialgroup.com. An audio replay will be available one hour after the conclusion of the call at 1-877-344-7529, Conference #10048340. This replay, as well as the webcast, will be available until August 13, 2014.

About ViewPoint Financial Group, Inc.

ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.
When used in filings by ViewPoint Financial Group, Inc. (“ViewPoint”) with the Securities and Exchange Commission (the “SEC”), in ViewPoint’s press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other things: the expected cost savings, synergies and other financial benefits from the ViewPoint-LegacyTexas merger (the “Merger”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals might not be obtained or other conditions to completion of the merger set forth in the merger agreement might not be satisfied or waived; changes in economic conditions; legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; ViewPoint’s ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in ViewPoint’s market area; the industry-wide decline in mortgage production; competition; changes in management’s business strategies and other factors set forth in ViewPoint’s filings with the SEC.
ViewPoint does not undertake - and specifically declines any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ViewPoint has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE MERGER. Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint are available free of charge by accessing ViewPoint’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.



6


VIEWPOINT FINANCIAL GROUP, INC.
Consolidated Balance Sheets
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
 
(Dollars in thousands)
ASSETS
(unaudited)
 
(unaudited)
 
 
 
(unaudited)
 
(unaudited)
Cash and due from financial institutions
$
35,276

 
$
33,627

 
$
30,012

 
$
33,803

 
$
30,504

Short-term interest-bearing deposits in other financial institutions
130,632

 
88,238

 
57,962

 
40,223

 
27,280

Total cash and cash equivalents
165,908

 
121,865

 
87,974

 
74,026


57,784

Securities available for sale, at fair value
224,184

 
236,062

 
248,012

 
264,657

 
287,834

Securities held to maturity
267,614

 
280,490

 
294,583

 
307,822

 
330,969

Total securities
491,798

 
516,552

 
542,595

 
572,479

 
618,803

Loans held for investment:
 
 
 
 
 
 
 
 
 
Loans held for investment - Warehouse Purchase Program
769,566

 
590,904

 
673,470

 
640,028

 
904,228

Loans held for investment
2,349,509

 
2,207,580

 
2,049,902

 
1,933,669

 
1,835,187

Gross loans
3,119,075

 
2,798,484

 
2,723,372

 
2,573,697

 
2,739,415

Less: allowance for loan losses and deferred fees on loans held for investment
(22,139
)
 
(21,291
)
 
(20,625
)
 
(19,513
)
 
(19,162
)
Net loans
3,096,936

 
2,777,193

 
2,702,747

 
2,554,184

 
2,720,253

FHLB and Federal Reserve Bank stock, at cost
44,532

 
33,632

 
34,883

 
29,632

 
41,475

Bank-owned life insurance
35,863

 
35,718

 
35,565

 
35,379

 
35,231

Premises and equipment, net
51,955

 
52,736

 
53,272

 
52,729

 
52,865

Goodwill
29,650

 
29,650

 
29,650

 
29,650

 
29,650

Other assets
34,602

 
36,242

 
38,546

 
35,528

 
38,423

Total assets
$
3,951,244

 
$
3,603,588

 
$
3,525,232

 
$
3,383,607

 
$
3,594,484

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
Non-interest-bearing demand
$
433,194

 
$
434,463

 
$
410,933

 
$
401,136

 
$
384,836

Interest-bearing demand
476,203

 
479,432

 
474,515

 
451,248

 
464,262

Savings and money market
1,032,496

 
945,046

 
904,576

 
896,330

 
887,082

Time
493,833

 
510,305

 
474,615

 
499,228

 
453,000

Total deposits
2,435,726

 
2,369,246

 
2,264,639

 
2,247,942

 
2,189,180

FHLB advances
874,866

 
607,996

 
639,096

 
511,166

 
800,208

Repurchase agreement and other borrowings
25,000

 
25,000

 
25,000

 
25,000

 
25,000

Accrued expenses and other liabilities
58,240

 
51,247

 
52,037

 
59,410

 
46,662

Total liabilities
3,393,832

 
3,053,489

 
2,980,772

 
2,843,518

 
3,061,050

 
 
 
 
 
 
 
 
 
 
Shareholders’ equity
 

 
 
 
 

 
 

 
 

Common stock
400

 
399

 
399

 
400

 
399

Additional paid-in capital
381,808

 
379,578

 
377,657

 
375,563

 
373,378

Retained earnings
190,150

 
186,126

 
183,236

 
180,787

 
176,569

Accumulated other comprehensive income (loss), net
770

 
78

 
(383
)
 
155

 
271

Unearned Employee Stock Ownership Plan (ESOP) shares
(15,716
)
 
(16,082
)
 
(16,449
)
 
(16,816
)
 
(17,183
)
Total shareholders’ equity
557,412

 
550,099

 
544,460

 
540,089

 
533,434

Total liabilities and shareholders’ equity
$
3,951,244

 
$
3,603,588

 
$
3,525,232

 
$
3,383,607

 
$
3,594,484

 


7




VIEWPOINT FINANCIAL GROUP, INC.
Consolidated Quarterly Statements of Income (unaudited)
 
For the Quarters Ended
 
Second Quarter 2014 Compared to:
 
Jun 30, 2014
 
Mar 31, 2014
 
Dec 31, 2013
 
Sep 30, 2013
 
Jun 30, 2013
 
First Quarter 2014
 
Second Quarter 2013
Interest and dividend income
(Dollars in thousands)
Loans, including fees
$
33,888

 
$
30,388

 
$
31,188

 
$
30,805

 
$
32,151

 
$
3,500

11.5
 %
 
$
1,737

5.4
 %
Taxable securities
2,453

 
2,565

 
2,583

 
2,337

 
2,457

 
(112
)
(4.4
)
 
(4
)
(0.2
)
Nontaxable securities
561

 
564

 
562

 
568

 
529

 
(3
)
(0.5
)
 
32

6.0

Interest-bearing deposits in other financial institutions
71

 
57

 
38

 
32

 
25

 
14

24.6

 
46

184.0

FHLB and Federal Reserve Bank stock
136

 
130

 
128

 
133

 
134

 
6

4.6

 
2

1.5

 
37,109

 
33,704

 
34,499

 
33,875

 
35,296

 
3,405

10.1

 
1,813

5.1

Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
 




Deposits
2,035

 
1,991

 
2,252

 
2,411

 
2,450

 
44

2.2

 
(415
)
(16.9
)
FHLB advances
1,948

 
1,927

 
1,971

 
2,066

 
2,205

 
21

1.1

 
(257
)
(11.7
)
Repurchase agreement
204

 
201

 
206

 
206

 
203

 
3

1.5

 
1

0.5

Other borrowings

 

 
1

 
4

 

 

 


 
4,187

 
4,119

 
4,430

 
4,687

 
4,858

 
68

1.7

 
(671
)
(13.8
)
Net interest income
32,922

 
29,585

 
30,069

 
29,188

 
30,438

 
3,337

11.3

 
2,484

8.2

Provision (benefit) for loan losses
1,197

 
376

 
616

 
(158
)
 
1,858

 
821

218.4

 
(661
)
(35.6
)
Net interest income after provision (benefit) for loan losses
31,725

 
29,209

 
29,453

 
29,346

 
28,580

 
2,516

8.6

 
3,145

11.0

Non-interest income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service charges and fees
4,874

 
4,298

 
4,259

 
4,460

 
4,768

 
576

13.4

 
106

2.2

Other charges and fees
239

 
210

 
246

 
300

 
179

 
29

13.8

 
60

33.5

Bank-owned life insurance income
145

 
153

 
186

 
148

 
153

 
(8
)
(5.2
)
 
(8
)
(5.2
)
Gain on sale and disposition of assets
727

 
1

 
120

 
41

 
444

 
726

N/M 1
 
283

63.7

Other
(556
)
 
300

 
194

 
277

 
199

 
(856
)
N/M 1
 
(755
)
N/M 1

 
5,429

 
4,962

 
5,005

 
5,226

 
5,743

 
467

9.4

 
(314
)
(5.5
)

8


Non-interest expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
14,127

 
14,132

 
14,339

 
13,546

 
12,528

 
(5
)

 
1,599

12.8

Merger and acquisition costs
652

 
169

 
663

 

 

 
483

285.8

 
652

N/M 1
Advertising
493

 
355

 
760

 
666

 
751

 
138

38.9

 
(258
)
(34.4
)
Occupancy and equipment
1,819

 
1,892

 
2,117

 
1,830

 
1,938

 
(73
)
(3.9
)
 
(119
)
(6.1
)
Outside professional services
486

 
525

 
824

 
682

 
570

 
(39
)
(7.4
)
 
(84
)
(14.7
)
Regulatory assessments
687

 
628

 
619

 
629

 
650

 
59

9.4

 
37

5.7

Data processing
1,708

 
1,662

 
1,747

 
1,733

 
1,729

 
46

2.8

 
(21
)
(1.2
)
Office operations
1,717

 
1,680

 
1,781

 
1,603

 
1,751

 
37

2.2

 
(34
)
(1.9
)
Other
1,661

 
1,112

 
1,278

 
1,484

 
1,786

 
549

49.4

 
(125
)
(7.0
)
 
23,350

 
22,155

 
24,128

 
22,173

 
21,703

 
1,195

5.4

 
1,647

7.6

Income before income tax expense
13,804

 
12,016

 
10,330

 
12,399

 
12,620

 
1,788

14.9

 
1,184

9.4

Income tax expense
4,986

 
4,334

 
3,086

 
4,187

 
4,446

 
652

15.0

 
540

12.1

Net income
$
8,818

 
$
7,682

 
$
7,244

 
$
8,212

 
$
8,174

 
$
1,136

14.8
 %
 
$
644

7.9
 %
1 N/M - not meaningful

9



VIEWPOINT FINANCIAL GROUP, INC.
Selected Financial Highlights (unaudited)
 
At or For the Quarters Ended
 
June
 
March
 
June
 
2014
 
2014
 
2013
 
(Dollars in thousands, except share and per share amounts)
SHARE DATA:
 
 
 
 
 
Weighted average common shares outstanding- basic
37,873,671

 
37,775,677

 
37,545,050

Weighted average common shares outstanding- diluted
38,121,374

 
38,019,519

 
37,692,513

Shares outstanding at end of period
39,995,720

 
39,946,560

 
39,926,716

Income available to common shareholders1
$
8,721

 
$
7,592

 
$
8,058

Basic earnings per common share
0.23

 
0.20

 
0.21

Basic core (non-GAAP) earnings per common share2
0.26

 
0.21

 
0.22

Diluted earnings per common share
0.23

 
0.20

 
0.21

Dividends declared per share
0.12

 
0.12

 
0.10

Total shareholders' equity
557,412

 
550,099

 
533,434

Common shareholders' equity per share (book value per share)
13.94

 
13.77

 
13.36

Tangible book value per share- Non-GAAP2
13.17

 
13.00

 
12.58

Market value per share for the quarter:
 
 
 
 
 
High
29.34

 
28.85

 
20.81

Low
23.95

 
23.73

 
17.97

Close
26.91

 
28.85

 
20.81

KEY RATIOS:
 
 
 
 
 
Return on average common shareholders' equity
6.36
%
 
5.62
%
 
6.14
%
Return on average assets
0.96

 
0.92

 
0.95

Efficiency ratio3
59.11

 
63.39

 
60.45

Estimated Tier 1 risk-based capital ratio4
16.42

 
17.88

 
17.97

Estimated total risk-based capital ratio4
17.06

 
18.55

 
18.66

Estimated Tier 1 leverage ratio4
14.43

 
15.66

 
14.71

Tangible equity to tangible assets- Non-GAAP2
13.44

 
14.54

 
14.10

Number of employees- full-time equivalent
523

 
549

 
561

1 Net of distributed and undistributed earnings to participating securities
2 See the section labeled "Supplemental Information- Non-GAAP Financial Measures" at the end of this document.
3 Calculated by dividing total non-interest expense by net interest income plus non-interest income, excluding gain (loss) on foreclosed assets, amortization of intangible assets, gains (losses) from securities transactions, merger and acquisition costs and other non-recurring items.
4 Calculated at the ViewPoint Financial Group, Inc. level, which is subject to the capital adequacy requirements of the Federal Reserve.
  

10


VIEWPOINT FINANCIAL GROUP, INC.
Selected Loan Data (unaudited)
 
Ending Balances at
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
Loans:
(Dollars in thousands)
Commercial real estate
$
1,162,035

 
$
1,118,059

 
$
1,091,200

 
$
1,035,383

 
$
990,227

Warehouse Purchase Program loans
769,566

 
590,904

 
673,470

 
640,028

 
904,228

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial
579,561

 
517,247

 
425,030

 
373,390

 
288,054

Warehouse lines of credit
31,426

 
26,333

 
14,400

 
17,356

 
24,977

Total commercial and industrial loans
610,987

 
543,580

 
439,430

 
390,746

 
313,031

Construction and land loans:
 
 
 
 
 
 
 
 
 
Commercial construction and land
28,496

 
34,465

 
27,619

 
13,045

 
14,491

Consumer construction and land
3,445

 
2,604

 
2,628

 
2,307

 
5,980

Total construction and land loans
31,941

 
37,069

 
30,247

 
15,352

 
20,471

Consumer:
 
 
 
 
 
 
 
 
 
Consumer real estate
501,328

 
463,857

 
441,226

 
442,073

 
459,076

Other consumer loans
43,218

 
45,015

 
47,799

 
50,115

 
52,382

Total consumer
544,546

 
508,872

 
489,025

 
492,188

 
511,458

Gross loans held for investment
$
3,119,075

 
$
2,798,484

 
$
2,723,372

 
$
2,573,697

 
$
2,739,415

Non-performing assets:
 
 
 
 
 
 
 
 
 
Commercial real estate
$
7,386

 
$
8,110

 
$
7,604

 
$
7,770

 
$
8,625

Commercial and industrial
6,245

 
5,990

 
5,141

 
5,788

 
6,849

Construction and land
213

 

 

 

 

Consumer real estate
9,304

 
8,203

 
8,812

 
8,237

 
7,913

Other consumer loans
457

 
526

 
567

 
512

 
412

Total non-performing loans
23,605

 
22,829

 
22,124

 
22,307

 
23,799

Foreclosed assets
240

 
387

 
480

 
428

 
557

Total non-performing assets
$
23,845

 
$
23,216

 
$
22,604

 
$
22,735

 
$
24,356

Total non-performing assets to total assets
0.60
%
 
0.64
%
 
0.64
%
 
0.67
%
 
0.68
%
Total non-performing loans to total loans held for investment, excluding Warehouse Purchase Program loans
1.00
%
 
1.03
%
 
1.08
%
 
1.15
%
 
1.30
%
Total non-performing loans to total loans held for investment
0.76
%
 
0.82
%
 
0.81
%
 
0.87
%
 
0.87
%
Allowance for loan losses to non-performing loans
86.59
%
 
84.99
%
 
87.50
%
 
84.59
%
 
81.00
%
Allowance for loan losses to total loans held for investment, excluding Warehouse Purchase Program loans
0.87
%
 
0.88
%
 
0.94
%
 
0.98
%
 
1.05
%
Allowance for loan losses to total loans held for investment
0.66
%
 
0.69
%
 
0.71
%
 
0.73
%
 
0.70
%
Allowance for loan losses to total loans held for investment, excluding acquired loans and Warehouse Purchase Program loans 1
0.90
%
 
0.92
%
 
1.00
%
 
1.05
%
 
1.15
%

11


Troubled debt restructured loans ("TDRs"):
 
 
 
 
 
 
 
 
 
Performing TDRs:
 
 
 
 
 
 
 
 
 
Commercial real estate
$
666

 
$

 
$

 
$

 
$

Commercial and industrial
162

 
167

 
185

 
190

 
196

Construction and land

 
2

 
2

 
3

 
4

Consumer real estate
729

 
732

 
737

 
741

 
744

Other consumer loans
43

 
44

 
47

 
51

 
54

Total performing TDRs
$
1,600

 
$
945

 
$
971

 
$
985

 
$
998

Non-performing TDRs:2
 
 
 
 
 
 
 
 
 
Commercial real estate
$
6,694

 
$
7,401

 
$
7,446

 
$
7,559

 
$
8,344

Commercial and industrial
2,194

 
2,333

 
349

 
277

 
75

Consumer real estate
3,199

 
3,024

 
3,070

 
2,690

 
2,215

Other consumer loans
411

 
471

 
503

 
470

 
317

Total non-performing TDRs
$
12,498

 
$
13,229

 
$
11,368

 
$
10,996

 
$
10,951

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
19,402

 
$
19,358

 
$
18,869

 
$
19,277

 
$
18,642

Provision expense (benefit)
1,197

 
376

 
616

 
(158
)
 
1,858

Charge-offs
(294
)
 
(471
)
 
(255
)
 
(356
)
 
(1,394
)
Recoveries
135

 
139

 
128

 
106

 
171

Balance at end of period
$
20,440

 
$
19,402

 
$
19,358

 
$
18,869

 
$
19,277

Net charge-offs (recoveries):
 
 
 
 
 
 
 
 
 
Commercial real estate
$

 
$

 
$

 
$
34

 
$
716

Commercial and industrial
53

 
192

 
43

 
204

 
64

Construction and land

 

 

 

 

Consumer real estate
54

 
77

 
14

 
(18
)
 
320

Other consumer loans
52

 
63

 
70

 
30

 
123

Total net charge-offs
$
159

 
$
332

 
$
127

 
$
250

 
$
1,223

 
 
 
 
 
 
 
 
 
 
1 Excludes loans acquired from Highlands, which were initially recorded at fair value.
2 Non-performing TDRs are included in the non-performing assets reported above.

12



VIEWPOINT FINANCIAL GROUP, INC.
Average Balances and Yields/Rates (unaudited)
 
For the Quarters Ended
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
Loans:
(Dollars in thousands)
Commercial real estate
$
1,169,484

 
$
1,130,304

 
$
1,077,112

 
$
1,007,449

 
$
961,631

Warehouse Purchase Program loans
571,922

 
446,935

 
542,367

 
685,852

 
755,577

Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial
561,026

 
449,867

 
376,557

 
316,506

 
288,481

Warehouse lines of credit
29,327

 
17,988

 
15,316

 
21,077

 
27,670

Consumer real estate
480,512

 
440,662

 
441,722

 
453,939

 
476,226

Other consumer loans
44,162

 
46,453

 
49,202

 
51,414

 
53,759

Less: deferred fees and allowance for loan loss
(21,683
)
 
(20,767
)
 
(20,002
)
 
(18,982
)
 
(18,649
)
Loans receivable
2,834,750

 
2,511,442

 
2,482,274

 
2,517,255

 
2,544,695

Securities
545,944

 
562,607

 
592,769

 
640,041

 
680,931

Overnight deposits
118,529

 
96,292

 
64,210

 
54,860

 
45,810

Total interest-earning assets
$
3,499,223

 
$
3,170,341

 
$
3,139,253

 
$
3,212,156

 
$
3,271,436

Deposits:
 
 
 
 
 
 
 
 
 
Interest-bearing demand
$
468,283

 
$
460,745

 
$
455,983

 
$
448,241

 
$
459,433

Savings and money market
1,000,243

 
918,636

 
902,019

 
892,355

 
883,507

Time
503,035

 
493,196

 
478,244

 
458,431

 
451,110

FHLB advances and other borrowings
678,817

 
464,723

 
468,855

 
587,651

 
679,693

Total interest-bearing liabilities
$
2,650,378

 
$
2,337,300

 
$
2,305,101

 
$
2,386,678

 
$
2,473,743

 
 
 
 
 
 
 
 
 
 
Total assets
$
3,683,042

 
$
3,354,668

 
$
3,318,500

 
$
3,390,837

 
$
3,453,699

Non-interest-bearing demand deposits
$
414,746

 
$
414,919

 
$
404,087

 
$
405,344

 
$
393,815

Total deposits
$
2,386,307

 
$
2,287,496

 
$
2,240,333

 
$
2,204,371

 
$
2,187,865

Total shareholders' equity
$
554,501

 
$
547,201

 
$
542,360

 
$
537,901

 
$
532,897

 
 
 
 
 
 
 
 
 
 
Yields/Rates:
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
Commercial real estate
5.47
%
 
5.38
%
 
5.56
%
 
5.50
%
 
5.85
%
Warehouse Purchase Program loans
3.56
%
 
3.64
%
 
3.79
%
 
3.86
%
 
3.87
%
Commercial and industrial loans:
 
 
 
 
 
 
 
 
 
Commercial
4.21
%
 
4.24
%
 
4.92
%
 
4.45
%
 
4.97
%
Warehouse lines of credit
3.64
%
 
3.60
%
 
3.51
%
 
3.56
%
 
3.57
%
Consumer real estate
4.97
%
 
4.98
%
 
5.05
%
 
5.15
%
 
5.16
%
Other consumer loans
6.07
%
 
5.95
%
 
6.07
%
 
6.19
%
 
5.94
%
Loans receivable
4.78
%
 
4.84
%
 
5.03
%
 
4.90
%
 
5.05
%
Securities
2.31
%
 
2.32
%
 
2.21
%
 
1.90
%
 
1.83
%
Overnight deposits
0.24
%
 
0.24
%
 
0.24
%
 
0.23
%
 
0.22
%
Total interest-earning assets
4.24
%
 
4.25
%
 
4.40
%
 
4.22
%
 
4.32
%
Deposits:
 
 
 
 
 
 
 
 
 
Interest-bearing demand
0.37
%
 
0.37
%
 
0.38
%
 
0.39
%
 
0.41
%
Savings and money market
0.30
%
 
0.28
%
 
0.28
%
 
0.28
%
 
0.27
%
Time
0.69
%
 
0.75
%
 
0.99
%
 
1.18
%
 
1.23
%

13


FHLB advances and other borrowings
1.27
%
 
1.83
%
 
1.86
%
 
1.55
%
 
1.42
%
Total interest-bearing liabilities
0.63
%
 
0.70
%
 
0.77
%
 
0.79
%
 
0.79
%
Net interest spread
3.61
%
 
3.55
%
 
3.63
%
 
3.43
%
 
3.53
%
Net interest margin
3.76
%
 
3.73
%
 
3.83
%
 
3.63
%
 
3.72
%
Cost of deposits (including non-interest-bearing demand)
0.34
%
 
0.35
%
 
0.40
%
 
0.44
%
 
0.45
%


VIEWPOINT FINANCIAL GROUP, INC.
Supplemental Information- Non-GAAP Financial Measures (unaudited)
 
At or For the Quarters Ended
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
September 30, 2013
 
June 30, 2013
Reconciliation of Core (non-GAAP) to GAAP Net Income and Earnings per Share:
(Dollars in thousands, except per share amounts)
GAAP net income available to common shareholders 1
$
8,721

 
$
7,592

 
$
7,147

 
$
8,096

 
$
8,058

Distributed and undistributed earnings to participating securities 1
97

 
90

 
97

 
116

 
116

Merger and acquisition costs
424

 
110

 
431

 

 

One-time payroll and severance costs
234

 

 
137

 
39

 
260

One-time (gain) loss on assets
415

 
7

 
(36
)
 
(27
)
 

Core (non-GAAP) net income
$
9,891

 
$
7,799

 
$
7,776

 
$
8,224

 
$
8,434

Average shares for basic earnings per share
37,873,671

 
37,775,677

 
37,686,866

 
37,594,701

 
37,545,050

GAAP basic earnings per share
$
0.23

 
$
0.20

 
$
0.19

 
$
0.22

 
$
0.21

Core (non-GAAP) basic earnings per share
$
0.26

 
$
0.21

 
$
0.21

 
$
0.22

 
$
0.22

Average shares for diluted earnings per share
38,121,374

 
38,019,519

 
37,911,775

 
37,774,400

 
37,692,513

GAAP diluted earnings per share
$
0.23

 
$
0.20

 
$
0.19

 
$
0.21

 
$
0.21

Core (non-GAAP) diluted earnings per share
$
0.26

 
$
0.21

 
$
0.21

 
$
0.22

 
$
0.22

 
 
 
 
 
 
 
 
 
 
Calculation of Tangible Book Value per Share:
 
Total shareholders' equity
$
557,412

 
$
550,099

 
$
544,460

 
$
540,089

 
$
533,434

Less: Goodwill
(29,650
)
 
(29,650
)
 
(29,650
)
 
(29,650
)
 
(29,650
)
Identifiable intangible assets, net
(1,005
)
 
(1,127
)
 
(1,239
)
 
(1,365
)
 
(1,446
)
Total tangible shareholders' equity
$
526,757

 
$
519,322

 
$
513,571

 
$
509,074

 
$
502,338

Shares outstanding at end of period
39,995,720

 
39,946,560

 
39,938,816

 
39,951,884

 
39,926,716

 
 
 
 
 
 
 
 
 
 
Book value per share- GAAP
$
13.94

 
$
13.77

 
$
13.63

 
$
13.52

 
$
13.36

Tangible book value per share- Non-GAAP
$
13.17

 
$
13.00

 
$
12.86

 
$
12.74

 
$
12.58

 
 
 
 
 
 
 
 
 
 
Calculation of Tangible Equity to Tangible Assets:
 
 
 
 
 
 
 
 
 
Total assets
$
3,951,244

 
$
3,603,588

 
$
3,525,232

 
$
3,383,607

 
$
3,594,484

Less: Goodwill
(29,650
)
 
(29,650
)
 
(29,650
)
 
(29,650
)
 
(29,650
)
Identifiable intangible assets, net
(1,005
)
 
(1,127
)
 
(1,239
)
 
(1,365
)
 
(1,446
)
Total tangible assets
$
3,920,589

 
$
3,572,811

 
$
3,494,343

 
$
3,352,592

 
$
3,563,388

 
 
 
 
 
 
 
 
 
 
Equity to assets- GAAP
14.11
%
 
15.27
%
 
15.44
%
 
15.96
%
 
14.84
%
Tangible equity to tangible assets- Non-GAAP
13.44
%
 
14.54
%
 
14.70
%
 
15.18
%
 
14.10
%
1 Unvested share-based awards that contain nonforfeitable rights to dividends (whether paid or unpaid) are participating securities and are included in the computation of GAAP earnings per share pursuant to the two-class method described in ASC 260-10-45-60B.

14




EXHIBIT 99.2


FOR IMMEDIATE RELEASE
July 22, 2014
Contact: Investor Inquiries:
Casey Farrell, ViewPoint Financial Group, Inc.
972-801-5871/shareholderrelations@viewpointfinancialgroup.com

Media Inquiries:
Mary Rische, ViewPoint Bank
972-509-2020 Ex. 7331/mary.rische@viewpointbank.com

ViewPoint Financial Group, Inc. Announces Declaration of
Quarterly Cash Dividend

PLANO, Texas, July 22, 2014 -- ViewPoint Financial Group, Inc. (NASDAQ:VPFG) (the “Company”), the holding company for ViewPoint Bank, N.A., today announced a quarterly cash dividend of $0.12 per share. The cash dividend is payable on August 18, 2014, to stockholders of record as of the close of business on August 4, 2014.

About ViewPoint Financial Group, Inc.

ViewPoint Financial Group, Inc. is the holding company for ViewPoint Bank, N.A. ViewPoint Bank, N.A. operates 31 banking offices in the Dallas/Fort Worth metropolitan area, including two First National Bank of Jacksboro locations in Jack and Wise Counties. For more information, please visit www.viewpointbank.com or www.viewpointfinancialgroup.com.
When used in filings by the Company with the Securities and Exchange Commission (the “SEC”) in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including, among other things: changes in economic conditions; legislative changes; changes in policies by regulatory agencies; fluctuations in interest rates; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; the Company's ability to access cost-effective funding; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in the Company's market area; the industry-wide decline in mortgage production; competition; changes in management's business strategies; our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we have acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; and other factors set forth under Risk Factors in the Company's Form 10-K that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The factors listed above could materially affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake - and specifically declines any obligation - to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances occurring after the date of such statements.





1 NASDAQ: VPFG Second Quarter 2014 Earnings Kevin Hanigan – President and Chief Executive Officer Kari Anderson – Interim Chief Financial Officer and Chief Accounting Officer EXHIBIT 99.3


 
2 Safe Harbor Statement When used in this presentation, in filings by ViewPoint Financial Group, Inc. (“ViewPoint”) with the Securities and Exchange Commission (the “SEC”) in ViewPoint’s press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other things, the expected cost savings, synergies and other financial benefits from the ViewPoint-LegacyTexas merger (the “Merger”) might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters might be greater than expected, the requisite regulatory approvals might not be obtained or other conditions to completion of the merger set forth in the merger agreement might not be satisfied or waived, changes in economic conditions, legislative changes, changes in policies by regulatory agencies, fluctuations in interest rates, the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses, ViewPoint’s ability to access cost-effective funding, fluctuations in real estate values and both residential and commercial real estate market conditions, demand for loans and deposits in ViewPoint’s market area, the industry-wide decline in mortgage production, competition, changes in management’s business strategies and other factors set forth in ViewPoint’s filings with the SEC. ViewPoint does not undertake – and specifically declines any obligation – to publicly release the result of any revisions which may be made to any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. ViewPoint has filed with the SEC a registration statement on Form S-4, which was declared effective by the SEC on April 9, 2014. The registration statement includes a proxy statement/prospectus, which was mailed in definitive form to the shareholders of LegacyTexas on April 15, 2014. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT LEGACYTEXAS, VIEWPOINT AND THE MERGER. Investors may obtain these documents free of charge at the SEC’s website (www.sec.gov). In addition, documents filed with the SEC by ViewPoint are available free of charge by accessing ViewPoint’s website (www.viewpointfinancialgroup.com, under “SEC Filings”) or by contacting Casey Farrell at (972) 801-5871.


 
3 2nd Quarter Results • Growth in all major loan categories • Loans held for investment (excluding WPP) grew $141.9 million, or 6.4%, linked quarter • WPP loans increased by $178.7 million, or 30.2%, from Q1 2014, ending the quarter at $769.6 million. Strong Loan Growth Second Quarter Earnings • Quarterly net income totaled $8.8 million, an increase of 14.8% linked quarter • Q2 2014 GAAP EPS of $0.23, up $0.03 linked quarter • Q2 2014 core EPS of $0.26, up $0.05 linked quarter • Q2 2014 NIM of 3.76%, up three basis points linked quarter • Merger will result in one of the largest independent banks in Texas, with 51 branches and pro forma assets of over $5 billion • Merger completes transition to commercially oriented community bank • Leverages excess capital in a financially attractive transaction • Approved by Legacy shareholders on May 19, 2014 Credit Quality and Capital Levels • Non-performing assets of $23.8 million, or 0.60% of total assets • Asset quality metrics continue to compare favorably to industry • TCE to Tangible Assets of 13.44% (pre-merger) Source: Company Documents LegacyTexas Group, Inc. Merger


 
4 LegacyTexas Group, Inc. Merger • Legacy shareholders approved merger on May 19th • Regulatory approval pending, merger agreement extended to August 31st • Teams diligently working towards integration • Both companies continue to have strong positive momentum Pro forma total assets ($ in millions) Pro forma total deposits ($ in millions) $3,951 $1,818 $5,769 $2,436 $1,533 $3,969 VPFG stand-alone LegacyTexas Pro forma VPFG stand-alone LegacyTexas Pro forma


 
5 ViewPoint and Legacy Combined Branch Map 1 Includes only banks and thrifts headquartered in the Dallas-Fort Worth-Arlington, TX MSA 2 Based on deposit market share of banks and thrifts headquartered in Texas Source: Company Documents Dallas Fort Worth MSA Franchise Texas Franchise LegacyTexas (20 branches total) ViewPoint (31 branches total) #3 deposit market share among Texas based independent banks in DFW1 #1 market share in affluent Collin County among independent banks2 #3 overall deposit market share in Collin County among all banks


 
6 Source: Company Documents; Note: Total shareholder return through June 30, 2014 ¹ Does not include Warehouse Purchase Program loans 2 KBW Regional Bank Index is an index of 50 regional banks representing regional banks or thrifts listed on U.S. stock markets 3 KBW Bank Index is an index of 24 companies representing leading national money centers and regional banks or thrifts Total shareholder return since 12/08/2011 77% commercial portfolio1 Up from 29% in 2007 Commercial Bank Transformation The pending merger with LegacyTexas is the final step in our transformation into a commercial bank Strategic Action Leading to Meaningful Results Merger with LegacyTexas Group, Inc. 60% interest revenue is commercial Up from 16% in 2007 26% C&I of loans HFI1 Up from 1% in 2007 263bp reduction in deposit cost compared to 2007 34bps MRQ ü üü ü KBW Regional Bank Index2S&P 500 KBW Bank Index3 59% 65% 87% 123%


 
7 Interest Revenue Transformation (1) Includes LegacyTexas interest income at June 30, 2014 Source: Company Documents, consumer loans includes consumer RE Continued diversification, commercial now 60% of earning asset revenue (up 271% from 2008) Earning Asset Revenue Mix Warehouse Purchase Program Commercial loans Consumer loans Securities & Cash 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2008 2009 2010 2011 2012 2013 Q2'14 Pro forma Q2'14 (1)


 
8 Comparison of Commercial Loans vs Securities Source: Company Documents Commercial loan growth outpaces the decline in securities portfolio Average Balances - Commercial Loans and Securities Commercial loan portfolio Securities portfolio $2,000 $1,500 $1,000 $500 $0 (In M illi on s) Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Y/Y commercial loan growth: 38%


 
9 Strong Commercial Loan Growth C&I Lending Growth ($ in millions) Source: Company Documents CRE Lending Growth ($ in millions) C&I and CRE increased a combined 6.2% (linked quarter) C&I Energy Lending WHLOC $600 $500 $400 $300 $200 $100 $0 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 $230 $260 $258 $305 $358 $58 $114 $167 $213 $222 $25 $17 $14 $26 $31 $1,200 $1,150 $1,100 $1,050 $1,000 $950 $900 $850 $800 $750 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 $1,005 $1,048 $1,119 $1,153 $1,191 $391 $439 $544 $611 $313


 
Low Cost, Diversified Deposit Base 10 Source: Company Documents Total deposits Cost of deposits Deposit composition at June 30, 2014 Time Non-interest-bearing All others 2010 2011 2012 2013 Q2'14 33% 25% 21% 21% 20% 10% 11% 16% 18% 18% 57% 64% 63% 61% 62% 2010Y 2011Y 2012Y 2013Y Q2'14 1.60% 1.11% 0.54% 0.43% 0.34% Non-Interest- bearing 18% Time 20% Savings & money market 42% Interest-bearing demand 20%


 
2009 2010 2011 2012 2013 Q2'13 Q2'14 $58.6 $71.2 $82.6 $115.8 $118.2 $30.4 $32.9 11 Source: : Company Documents 1 See Appendix for reconciliation of core (non-GAAP) to GAAP net income 2 Calculated by dividing total non-interest expense by net interest income plus non-interest income, excluding gain (loss) on assets, impairment of goodwill, amortization of intangible assets, gains (losses) from securities transactions, merger and acquisition costs and other non-recurring items. Efficiency Ratio 2 Net Interest Margin Net Interest Income (In Millions) Core ROAA1 CAGR: 19% Profitability 2009 2010 2011 2012 2013 Q2'13 Q2'14 2.72% 2.80% 2.91% 3.61% 3.71% 3.72% 3.76% 2009 2010 2011 2012 2013 Q2'13 Q2'14 0.42% 0.66% 0.75% 1.10% 0.95% 0.96% 1.08% 2009 2010 2011 2012 2013 Q2'13 Q2'14 77% 70% 67% 58% 63% 60% 59%


 
12 Strong Credit Quality Net Charge Offs/ Average Loans (1)NPAs / Loans + OREO (1) (1) Loans represent VPFG loans held for investment excluding Warehouse Purchase Program loans (2) SNL Southwest U.S. Bank Index includes all major exchange (NYSE, NYSE MKT, NASDAQ) banks in SNL’s coverage universe headquartered in CO, LA, NM, OK, TX, and UT Source: Company documents; SNL Financial NPA/ Equity 4.50 4.00 3.50 3.00 2.50 2.00 1.50 1.00 2010Y 2011Y 2012Y 2013Y Q1 2014 Q2 2014 1.83 2.06 1.72 1.10 1.05 1.01 1.60 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 2010Y 2011Y 2012Y 2013Y Q1 2014 YTD 2014 0.17 0.09 0.11 0.10 0.06 0.05 VPFG Small Cap U.S. Bank Index Southwest U.S. Bank Index (2) 30.00 25.00 20.00 15.00 10.00 5.00 0.00 2010Y 2011Y 2012Y 2013Y Q1 2014 Q2 2014 5.12 6.25 5.59 4.15 4.22 4.28 Index


 
13 Looking Ahead * Successful integration of LegacyTexas and re-branding of the pro- forma franchise * Focus on growth – organically and through selective acquisitions * Diversify income sources * Prudent and focused expense management * Maintain strong asset quality * Strategic capital deployment


 
14 Questions?


 
15 Appendix The subsequent tables present non-GAAP reconciliations of the following calculations: Ø Tangible book value per share to tangible assets ratio Ø Tangible book value per share Ø Core (non-GAAP) net income and earnings per share


 
16 Appendix Tangible Equity to Tangible Assets and Tangible Book Value per Share at June 30, 2014 (Dollar amounts in thousands) Total GAAP equity $ 557,412 Less: goodwill (29,650) Less: identifiable intangible assets, net (1,005) Total tangible equity $ 526,757 Total GAAP assets $ 3,951,244 Less: goodwill (29,650) Less: identifiable intangible assets, net (1,005) Total tangible assets $ 3,920,589 GAAP equity to total assets 14.11% Tangible equity to tangible assets 13.44% Shares outstanding at June 30, 2014 39,995,720 Tangible book value per share $ 13.17


 
17 Appendix Reconciliation of Core (non-GAAP) to GAAP Net Income and EPS (Dollar amounts in thousands except per share data) Three Months Ended 6/30/2014 3/31/2014 12/31/2013 9/30/2013 6/30/2013 3/31/2013 12/31/2012 9/30/2012 6/30/2012 GAAP net income available to common shareholders $ 8,721 $ 7,592 $ 7,147 $ 8,096 $ 8,058 $ 7,994 $ 10,316 $ 11,280 $ 6,482 Distributed and undistributed earnings to participating securities 97 90 97 116 116 64 45 36 10 Merger and acquisition costs 424 110 431 — — — — 158 2,432 Costs relating to sale of VPM — — — — — — — (4) 88 One-time payroll and severance costs 234 — 137 39 260 — — 238 525 One-time (gain) loss on assets 415 7 (36) (27) — (511) (252) (70) (1,040) Goodwill impairment — — — — — — — — 532 (Gain) loss on sale of AFS securities — — — — — 115 — (584) (75) Core (non-GAAP) net income $ 9,891 $ 7,799 $ 7,776 $ 8,224 $ 8,434 $ 7,662 $ 10,109 $ 11,054 $ 8,954 Basic earnings per share: Average shares for basic earnings per share 37,873,671 37,775,677 37,686,866 37,594,701 37,545,050 37,529,793 37,460,539 37,362,535 37,116,322 GAAP basic earnings per share $0.23 $0.20 $0.19 $0.22 $0.21 $0.21 $0.28 $0.30 $0.17 Core (non-GAAP) basic earnings per share $0.26 $0.21 $0.21 $0.22 $0.22 $0.20 $0.27 $0.30 $0.24 Diluted earnings per share: Average shares for diluted earnings per share 38,121,374 38,019,519 37,911,775 37,774,400 37,692,513 37,681,402 37,592,618 37,466,031 37,236,213 GAAP diluted earnings per share $0.23 $0.20 $0.19 $0.21 $0.21 $0.21 $0.27 $0.30 $0.17 Core (non-GAAP) diluted earnings per share $0.26 $0.21 $0.21 $0.22 $0.22 $0.20 $0.27 $0.30 $0.24


 
18 Appendix Reconciliation of Core (non-GAAP) to GAAP Net Income and EPS (Dollar amounts in thousands except per share data) Year Ended December 31, 2013 2012 2011 2010 2009 GAAP net income available to common shareholders $ 31,294 $ 35,135 $ 26,205 $ 17,635 $ 2,631 Distributed and undistributed earnings to participating 394 106 123 164 39 Merger and acquisition costs 431 2,683 306 - - Costs relating to sale of VPM - 84 - - - One-time payroll and severance costs 436 777 - - - One-time (gain) loss on assets (574) (1,353) (497) 135 526 Goodwill impairment - 532 176 - - (Gain) loss on sale of AFS securities 115 (659) (4,074) - (1,569) Impairment of collateralized debt obligations (all credit) - - - - 8,082 Core (non-GAAP) net income $ 32,096 $ 37,305 $ 22,239 $ 17,934 $ 9,709 Basic earnings per share: Average shares for basic earnings per share 37,589,548 35,879,704 32,219,841 30,128,985 27,881,941 GAAP basic earnings per share $0.83 $0.98 $0.81 $0.59 $0.09 Core (non-GAAP) basic earnings per share $0.85 $1.04 $0.69 $0.60 $0.35 Diluted earnings per share: Average shares for diluted earnings per share 37,744,786 35,998,345 32,283,107 30,131,960 27,882,874 GAAP diluted earnings per share $0.83 $0.98 $0.81 $0.59 $0.09 Core (non-GAAP) diluted earnings per share $0.85 $1.04 $0.69 $0.60 $0.35


 
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