PLANO, Texas, Oct. 23, 2019 /PRNewswire/ -- LegacyTexas
Financial Group, Inc. (Nasdaq: LTXB) (the "Company"), the holding
company for LegacyTexas Bank (the "Bank"), today announced net
income of $42.4 million for the third
quarter of 2019, an increase of $15.4
million from the second quarter of 2019 and a decrease of
$397,000 from the third quarter of
2018. Core (non-GAAP) net income totaled $42.7 million for the third quarter of 2019, up
$13.8 million from the second quarter
of 2019 and down $518,000 from the
third quarter of 2018.*
On June 17, 2019, the Company and Prosperity
Bancshares, Inc.® ("Prosperity") jointly announced
the signing of a definitive merger agreement pursuant to which the
Company will merge with Prosperity. Under the terms of the
merger agreement, stockholders of the Company will receive 0.5280
shares of Prosperity common stock and $6.28 cash for each share of Company common
stock. The merger is expected to be effective as of
November 1, 2019, subject to the approval of the shareholders
of Prosperity and the stockholders of the Company and the
satisfaction or waiver of the other closing conditions described in
the merger agreement. For additional information regarding
the Company's proposed merger with Prosperity, see the Company's
Current Reports filed on Form 8-K with the SEC on June 17, 2019 and October
9, 2019 and the Company's and Prosperity's joint proxy
statement/prospectus filed with the SEC by the Company and
Prosperity on September 17, 2019.
Third Quarter 2019 Performance Highlights
- Assets of $10.46 billion
generated basic earnings per share for the third quarter of 2019 of
$0.89 on a GAAP basis and
$0.90 on a core (non-GAAP)
basis.*
- Gross loans held for investment at September 30, 2019, excluding Warehouse Purchase
Program loans, grew $44.6 million, or
0.6%, from June 30, 2019, which
includes linked-quarter increases in consumer real estate,
commercial and industrial and construction and land loans.
- Warehouse Purchase Program loans at September 30, 2019 grew $411.4 million, or 26.7%, from June 30, 2019.
- Return on average assets on an annualized basis improved to
1.72% for the third quarter of 2019, compared to 1.13% for the
second quarter of 2019, while core (non-GAAP) return on average
assets for the third quarter of 2019 was 1.73%, compared to 1.21%
for the second quarter of 2019.*
- GAAP efficiency ratio improved to 44.72% for the third
quarter of 2019, compared to 48.60% for the second quarter of 2019,
while core (non-GAAP) efficiency ratio improved to 44.40% for the
third quarter of 2019, compared to 46.19% for the second quarter of
2019.*
*See the section labeled "Supplemental Information- Non-GAAP
Financial Measures" at the end of this document.
Financial
Highlights
|
|
|
At or For the
Quarters Ended
|
(unaudited)
|
September 30,
2019
|
|
June 30,
2019
|
|
September 30,
2018
|
|
(Dollars in
thousands, except per share amounts)
|
Net interest
income
|
$
|
85,341
|
|
|
$
|
85,554
|
|
|
$
|
85,667
|
|
Provision for credit
losses
|
1,200
|
|
|
16,100
|
|
|
2,656
|
|
Non-interest
income
|
13,349
|
|
|
12,232
|
|
|
13,227
|
|
Non-interest
expense
|
44,133
|
|
|
47,526
|
|
|
42,192
|
|
Income tax
expense
|
10,933
|
|
|
7,177
|
|
|
11,225
|
|
Net income
|
$
|
42,424
|
|
|
$
|
26,983
|
|
|
$
|
42,821
|
|
|
|
|
|
|
|
Basic earnings per
common share
|
$
|
0.89
|
|
|
$
|
0.57
|
|
|
$
|
0.91
|
|
Basic core (non-GAAP)
earnings per common share1
|
$
|
0.90
|
|
|
$
|
0.61
|
|
|
$
|
0.92
|
|
Weighted average
common shares outstanding - basic
|
47,607,076
|
|
|
47,383,314
|
|
|
47,105,655
|
|
Estimated Tier 1
common equity risk-based capital ratio2
|
10.48
|
%
|
|
10.48
|
%
|
|
10.46
|
%
|
Total equity to total
assets
|
11.35
|
%
|
|
11.50
|
%
|
|
11.45
|
%
|
Tangible common
equity to tangible assets - Non-GAAP1
|
9.81
|
%
|
|
9.88
|
%
|
|
9.67
|
%
|
|
|
1
|
See the section
labeled "Supplemental Information - Non-GAAP Financial Measures" at
the end of this document.
|
2
|
Calculated at the
Company level, which is subject to the capital adequacy
requirements of the Federal Reserve.
|
Basic earnings per share for the quarter ended
September 30, 2019 was $0.89, an
increase of $0.32 from the second
quarter of 2019 and a decrease of $0.02 from the third quarter of 2018. Basic
core (non-GAAP) earnings per share for the third quarter of 2019
was $0.90, an increase of
$0.29 from the second quarter of 2019
and a decrease of $0.02 from the
third quarter of 2018.
Net Interest
Income and Net Interest Margin
|
|
|
For the Quarters
Ended
|
(unaudited)
|
September 30,
2019
|
|
June 30,
2019
|
|
September 30,
2018
|
Interest
income:
|
(Dollars in
thousands)
|
Loans held for
investment, excluding Warehouse Purchase Program loans
|
$
|
92,280
|
|
|
$
|
92,903
|
|
|
$
|
89,034
|
|
Warehouse Purchase
Program loans
|
17,025
|
|
|
14,927
|
|
|
12,938
|
|
Loans held for
sale
|
475
|
|
|
324
|
|
|
295
|
|
Securities
|
4,326
|
|
|
4,553
|
|
|
4,512
|
|
Interest-earning
deposit accounts
|
1,212
|
|
|
1,370
|
|
|
1,368
|
|
Total interest
income
|
$
|
115,318
|
|
|
$
|
114,077
|
|
|
$
|
108,147
|
|
Net interest
income
|
$
|
85,341
|
|
|
$
|
85,554
|
|
|
$
|
85,667
|
|
Net interest
margin
|
3.60
|
%
|
|
3.77
|
%
|
|
3.90
|
%
|
Selected average
balances:
|
|
|
|
|
|
Total earning
assets
|
$
|
9,414,989
|
|
|
$
|
9,091,192
|
|
|
$
|
8,736,076
|
|
Total loans held for
investment
|
8,480,816
|
|
|
8,158,810
|
|
|
7,758,802
|
|
Total
securities
|
659,152
|
|
|
668,948
|
|
|
678,483
|
|
Total
deposits
|
6,898,654
|
|
|
7,134,996
|
|
|
6,851,449
|
|
Total
borrowings
|
1,622,283
|
|
|
1,101,559
|
|
|
1,154,079
|
|
Total
non-interest-bearing demand deposits
|
1,742,265
|
|
|
1,812,042
|
|
|
1,752,095
|
|
Total
interest-bearing liabilities
|
6,778,673
|
|
|
6,424,513
|
|
|
6,253,433
|
|
Net interest income for the quarter ended September 30,
2019 was $85.3 million, a
$213,000, or 0.2%, decrease from the
second quarter of 2019 and a $326,000, or 0.4%, decrease from the third
quarter of 2018. The $213,000
decrease from the second quarter of 2019 was primarily driven by
increased borrowing volume compared to the linked quarter, as well
as lower yields earned on the commercial real estate and commercial
and industrial loan portfolios. A $520.7 million increase in the average balance of
borrowings from the second quarter of 2019, partially offset by a
36 basis point decrease in the average rate paid on borrowed funds,
resulted in a $2.5 million increase
in interest expense. A $27.8
million increase in the average balance of the commercial
real estate portfolio from the second quarter of 2019 was offset by
a 15 basis point decrease in the average yield, which resulted in a
$371,000 decrease in interest
income. The average balance of commercial and industrial
loans decreased by $10.4 million from
the second quarter of 2019, while the average yield declined by 20
basis points, resulting in an $879,000 decrease in interest income.
These declines in interest income on the commercial real estate
and commercial and industrial loan portfolios were partially offset
by increased volume in Warehouse Purchase Program and consumer real
estate loans compared to the linked quarter. Interest income
earned on Warehouse Purchase Program loans increased by
$2.1 million from the second quarter
of 2019, as the average balance increased by $255.2 million, which was partially offset by a
30 basis point decrease in the average yield earned compared to the
second quarter of 2019. Interest income earned on the
consumer real estate portfolio increased by $582,000, driven by a $50.8 million linked-quarter increase in the
average balance.
The $326,000 decrease in net
interest income compared to the third quarter of 2018 was primarily
due to higher rates paid on time and savings and money market
deposits, which increased by 60 basis points and 28 basis points,
respectively, compared to the same period last year.
Additionally, the average balance of borrowings increased by
$468.2 million from the third quarter
of 2018, resulting in a $3.1 million
increase in interest expense.
This increase in interest expense compared to the third quarter
of 2018 was partially offset by increased volume in Warehouse
Purchase Program, consumer real estate and commercial real estate
loans compared to the same period last year. The average balance of
Warehouse Purchase Program loans increased by $410.6 million from the third quarter of 2018,
while the average yield earned on this portfolio decreased by 20
basis points, resulting in a $4.1
million increase in interest income compared to the third
quarter of 2018. The average balance of consumer real estate
loans increased by $190.3 million
from the third quarter of 2018, while the average yield earned on
this portfolio increased by nine basis points, which led to a
$2.6 million increase in interest
income. A $130.1 million
increase in the average balance of commercial real estate loans
compared to the third quarter of 2018 was partially offset by a
nine basis point decrease in the average yield, which resulted in a
$1.0 million increase in interest
income. The average balance of commercial and industrial loans
decreased by $12.9 million from the
third quarter of 2018, while the average yield earned on this
portfolio decreased by 17 basis points from the same period,
resulting in a $1.1 million decrease
in interest income.
The net interest margin for the third quarter of 2019 was 3.60%,
a 17 basis point decrease from the second quarter of 2019 and a 30
basis point decrease from the third quarter of 2018. The
average yield on earning assets for the third quarter of 2019 was
4.87%, a 16 basis point decrease from the second quarter of 2019
and a five basis point decrease from the third quarter of
2018. The cost of deposits for the third quarter of 2019 was
1.12%, down three basis points from the linked quarter and up 25
basis points from the third quarter of 2018.
Non-interest Income
Non-interest income for the third quarter of 2019 was
$13.3 million, a $1.1 million, or 9.1%, increase from the second
quarter of 2019 and a $122,000, or
0.9%, increase from the third quarter of 2018. Other
non-interest income for the second quarter of 2019 included a
$1.2 million net decrease in the
value of investments in community development-oriented private
equity funds used for Community Reinvestment Act purposes (the "CRA
Funds"), compared to a $181,000 net
increase in the CRA Funds for the third quarter of 2019.
Service charges and other fees decreased by $516,000 compared to the second quarter of 2019,
primarily resulting from lower title company income and lower
commercial loan fee income (consisting of syndication, arrangement,
non-usage and pre-payment fees), partially offset by increased
Warehouse Purchase Program income and insufficient funds
fees. Net gains on the sale of mortgage loans held for sale
during the third quarter of 2019 increased by $172,000 compared to the linked quarter, which
included gains recognized on $97.3
million of consumer real estate loans that were sold or
committed for sale, fair value changes on mortgage derivatives and
mortgage fees collected during the third quarter of 2019, compared
to $74.8 million for the second
quarter of 2019.
The $122,000 increase in
non-interest income from the third quarter of 2018 was primarily
due to a $1.5 million increase in net
gains on the sale of mortgage loans held for sale, related to
$97.3 million of consumer real estate
loans that were sold or committed for sale, fair value changes on
mortgage derivatives and mortgage fees collected during the 2019
period, compared to $38.7 million for
the 2018 period. Service charges and other fees increased by
$740,000 from the third quarter of
2018, which was driven by higher title company income, debit card
interchange income, Warehouse Purchase Program income and
insufficient funds fees, partially offset by lower commercial loan
fee income (consisting of syndication, arrangement, non-usage and
pre-payment fees). Other non-interest income for the third
quarter of 2019 included a $181,000
net increase in the CRA Funds, up from a $1.1 million net decrease in the CRA Funds for
the third quarter of 2018.
Non-interest Expenses
Non-interest expense for the third quarter of 2019 was
$44.1 million, down $3.4 million, or 7.1%, from the second quarter of
2019 and up $1.9 million, or 4.6%,
from the third quarter of 2018. The third quarter of 2019
included $318,000 in merger costs
compared to $2.4 million in the
second quarter of 2019, related to the proposed merger with
Prosperity, which was announced on June
17, 2019. Regulatory assessments expense for the third
quarter of 2019 decreased by $712,000
from the second quarter of 2019, due to the application of an FDIC
assessment credit. Outside professional services expense for
the third quarter of 2019 decreased by $280,000 from the second quarter of 2019,
primarily due to lower legal expenses, while other non-interest
expense decreased by $288,000 from
the linked quarter, primarily due to lower lending and recruiting
expenses. These linked-quarter decreases were partially offset by a
$218,000 increase in salaries and
employee benefits expense from the second quarter of 2019, which
was driven by higher healthcare claims in the third quarter of
2019.
The $1.9 million increase in
non-interest expense from the third quarter of 2018 was primarily
due to a $1.8 million increase in
salaries and employee benefits expense, which was primarily related
to higher mortgage commissions paid in the 2019 period attributable
to increased mortgage loan production, as well as higher healthcare
claims and 401K matching
expenses. Additionally, merit increases granted in the 2019
period also contributed to the increased salary expense compared to
the third quarter of 2018. The third quarter of 2019 included
$318,000 in merger costs with no
comparable charges in the third quarter of 2018, related to the
above-described proposed merger with Prosperity. Data
processing expense increased by $303,000 from the third quarter of 2018 due to
system upgrades and outsourcing certain segments of its data
processing. These increases in non-interest expense compared to the
2018 period were partially offset by a $631,000 decrease in regulatory assessments
expense and a $314,000 decrease in
other non-interest expense, primarily related to lower debit card
fraud compared to the third quarter of 2018.
Financial Condition - Loans
Gross loans held for investment at September 30, 2019,
excluding Warehouse Purchase Program loans, grew $44.6 million from June 30, 2019, which
included growth in all loan portfolios, with the exception of
commercial real estate, which declined by $27.0 million from the linked quarter. At
September 30, 2019, consumer real estate loans increased by
$56.5 million from June 30,
2019, while commercial and industrial and construction and land
loans increased by $7.4 million and
$7.0 million, respectively, for the
same period.
Compared to September 30, 2018,
gross loans held for investment at September 30, 2019,
excluding Warehouse Purchase Program loans, grew $360.6 million, which included growth in all loan
portfolios, with the exception of commercial and industrial, which
declined by $1.2 million.
Consumer real estate and commercial real estate loans increased by
$198.9 million and $141.2 million, respectively, at
September 30, 2019, compared to September 30, 2018. Additionally,
construction and land and other consumer loans increased by
$17.2 million and $4.4 million, respectively, compared to
September 30, 2018.
At September 30, 2019, Warehouse Purchase Program loans
increased by $411.4 million compared
to June 30, 2019 and by $899.6
million compared to September 30,
2018.
Reserve-based energy loans, which are secured by deeds of trust
on properties containing proven oil and natural gas reserves and
are included in the Company's commercial and industrial loan
portfolio, totaled $512.0 million at
September 30, 2019, down $6.6
million from $518.6 million at
June 30, 2019 and down $35.4
million from $547.4 million at
September 30, 2018. In addition
to reserve-based energy loans, the Company has loans categorized as
"Midstream and Other," which are typically related to the
transmission of oil and natural gas and would only be indirectly
impacted by declining commodity prices. At September 30,
2019, "Midstream and Other" loans had a total outstanding balance
of $23.0 million, up $2.4 million from $20.6
million at June 30, 2019 and down $11.8 million from $34.8
million at September 30,
2018.
Financial Condition - Deposits
Total deposits at September 30, 2019 decreased by
$509.9 million from June 30,
2019, which included declines of $213.9
million and $202.6 million in
time and savings and money market deposits, respectively, while
non-interest-bearing demand deposits decreased by $78.1 million compared to the linked quarter.
Compared to September 30, 2018,
total deposits decreased by $233.8
million, which included declines of $216.0 million and $48.1
million in savings and money market and time deposits,
respectively, which was partially offset by a $59.3 million increase in interest-bearing demand
deposits compared to the same period last year.
Credit
Quality
|
|
|
At or For the
Quarters Ended
|
(unaudited)
|
September 30,
2019
|
|
June 30,
2019
|
|
September 30,
2018
|
|
(Dollars in
thousands)
|
Net charge-offs
(recoveries)
|
$
|
26,656
|
|
|
$
|
1,434
|
|
|
$
|
791
|
|
Net charge-offs
(recoveries)/Average loans held for investment, excluding Warehouse
Purchase Program loans
|
1.53
|
%
|
|
0.08
|
%
|
|
0.05
|
%
|
Net charge-offs
(recoveries)/Average loans held for investment
|
1.26
|
|
|
0.07
|
|
|
0.04
|
|
Provision for credit
losses
|
$
|
1,200
|
|
|
$
|
16,100
|
|
|
$
|
2,656
|
|
Non-performing loans
("NPLs")
|
35,188
|
|
|
62,056
|
|
|
17,584
|
|
NPLs/Total loans held
for investment, excluding Warehouse Purchase Program
loans
|
0.49
|
%
|
|
0.88
|
%
|
|
0.26
|
%
|
NPLs/Total loans held
for investment
|
0.39
|
|
|
0.72
|
|
|
0.22
|
|
Non-performing assets
("NPAs")
|
$
|
40,841
|
|
|
$
|
62,640
|
|
|
$
|
18,282
|
|
NPAs to total
assets
|
0.39
|
%
|
|
0.63
|
%
|
|
0.20
|
%
|
NPAs/Loans held for
investment and foreclosed assets, excluding Warehouse Purchase
Program loans
|
0.57
|
|
|
0.88
|
|
|
0.27
|
|
NPAs/Loans held for
investment and foreclosed assets
|
0.45
|
|
|
0.73
|
|
|
0.23
|
|
Allowance for loan
losses
|
$
|
66,763
|
|
|
$
|
92,219
|
|
|
$
|
66,354
|
|
Allowance for loan
losses/Total loans held for investment, excluding Warehouse
Purchase Program loans
|
0.94
|
%
|
|
1.30
|
%
|
|
0.98
|
%
|
Allowance for loan
losses/Total loans held for investment
|
0.74
|
|
|
1.07
|
|
|
0.85
|
|
Allowance for loan
losses/Total loans held for investment, excluding acquired loans
& Warehouse Purchase Program loans1
|
0.97
|
|
|
1.35
|
|
|
1.03
|
|
Allowance for loan
losses/NPLs
|
189.73
|
|
|
148.61
|
|
|
377.35
|
|
|
|
1
|
Excludes loans
acquired in previous bank acquisitions, which were initially
recorded at fair value.
|
The Company recorded a provision for credit losses of
$1.2 million for the quarter ended
September 30, 2019, compared to $16.1
million for the quarter ended June 30, 2019 and
$2.7 million for the quarter ended
September 30, 2018. The
decrease in provision expense on a linked-quarter basis was
primarily due to increased specific reserves allocated to corporate
healthcare finance and energy loans during the quarter ended
June 30, 2019, with no similar reserve build occurring during
the quarter ended September 30, 2019. Net charge-offs
totaled $26.7 million for the three
months ended September 30, 2019, compared to net charge-offs
totaling $1.4 million for the three
months ended June 30, 2019 and
$791,000 for the three months ended
September 30, 2018. The $26.7 million of net charge-offs for the quarter
ended September 30, 2019 included charge-offs of the Company's
one remaining corporate healthcare finance relationship
($15.3 million), an energy
relationship ($8.7 million) and a
commercial real estate loan ($2.1
million.)
The below table shows criticized (rated "special mention") and
classified (rated "substandard" or "doubtful") loans at
September 30, 2019, June 30, 2019 and September 30,
2018.
|
September 30,
2019
|
|
June 30,
2019
|
|
September 30,
2018
|
|
Linked-Quarter Change
|
|
Year-over-Year Change
|
|
(Dollars in
thousands)
|
Commercial real
estate
|
$
|
1,165
|
|
|
$
|
18,074
|
|
|
$
|
16,750
|
|
|
$
|
(16,909)
|
|
|
$
|
(15,585)
|
|
Commercial and
industrial, excluding energy
|
6,886
|
|
|
9,275
|
|
|
7,884
|
|
|
(2,389)
|
|
|
(998)
|
|
Energy
|
44,500
|
|
|
44,644
|
|
|
51,983
|
|
|
(144)
|
|
|
(7,483)
|
|
Consumer
|
1,021
|
|
|
2,711
|
|
|
1,313
|
|
|
(1,690)
|
|
|
(292)
|
|
Total criticized
(all performing)
|
$
|
53,572
|
|
|
$
|
74,704
|
|
|
$
|
77,930
|
|
|
$
|
(21,132)
|
|
|
$
|
(24,358)
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
1,412
|
|
|
$
|
1,421
|
|
|
$
|
1,757
|
|
|
$
|
(9)
|
|
|
$
|
(345)
|
|
Commercial and
industrial, excluding energy
|
851
|
|
|
869
|
|
|
1,059
|
|
|
(18)
|
|
|
(208)
|
|
Energy
|
59,480
|
|
|
70,775
|
|
|
40,156
|
|
|
(11,295)
|
|
|
19,324
|
|
Consumer
|
2,595
|
|
|
2,688
|
|
|
1,527
|
|
|
(93)
|
|
|
1,068
|
|
Total classified
(performing)
|
64,338
|
|
|
75,753
|
|
|
44,499
|
|
|
(11,415)
|
|
|
19,839
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
31
|
|
|
7,293
|
|
|
3,739
|
|
|
(7,262)
|
|
|
(3,708)
|
|
Commercial and
industrial, excluding energy
|
11,999
|
|
|
28,471
|
|
|
5,861
|
|
|
(16,472)
|
|
|
6,138
|
|
Energy
|
15,312
|
|
|
19,896
|
|
|
1,317
|
|
|
(4,584)
|
|
|
13,995
|
|
Construction and
land
|
228
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
228
|
|
Consumer
|
7,618
|
|
|
6,168
|
|
|
6,667
|
|
|
1,450
|
|
|
951
|
|
Total classified
(non-performing)
|
35,188
|
|
|
62,056
|
|
|
17,584
|
|
|
(26,868)
|
|
|
17,604
|
|
|
|
|
|
|
|
|
|
|
|
Total classified
loans
|
$
|
99,526
|
|
|
$
|
137,809
|
|
|
$
|
62,083
|
|
|
$
|
(38,283)
|
|
|
$
|
37,443
|
|
About LegacyTexas Financial Group, Inc.
LegacyTexas Financial Group, Inc. is the holding company for
LegacyTexas Bank, a commercially oriented community bank based in
Plano, Texas. LegacyTexas Bank
operates 42 banking offices in the Dallas/Fort Worth Metroplex and
surrounding counties. For more information, please visit
www.LegacyTexasFinancialGroup.com or www.LegacyTexas.com.
This document and other filings by LegacyTexas Financial
Group, Inc. (the "Company") with the Securities and
Exchange Commission (the "SEC"), as well as press
releases or other public or stockholder communications released by
the Company, may contain forward-looking statements, including, but
not limited to, (i) statements regarding the financial
condition, results of operations and business of the Company,
(ii) statements about the Company's plans, objectives,
expectations and intentions and other statements that are not
historical facts and (iii) other statements identified by the
words or phrases "will likely result," "are expected
to," "will continue," "is anticipated,"
"estimate," "project," "intends" or similar
expressions that are intended to identify "forward-looking
statements", within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on current beliefs and expectations of the Company's
management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond the Company's control. In addition, these
forward-looking statements are subject to assumptions with respect
to future business strategies and decisions that are subject to
change.
The following factors, among others, could cause actual
results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: the
expected cost savings, synergies and other financial benefits from
our proposed merger with Prosperity 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 shareholder and regulatory approvals and other closing
conditions for the proposed merger of the Company and Prosperity
may be delayed or may not be obtained or the merger agreement may
be terminated; business disruption may occur following or in
connection with the proposed merger of the Company and Prosperity;
the Company's businesses may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers,
other business partners or governmental entities; the diversion of
managements' attention from ongoing business operations and
opportunities as a result of the proposed merger or otherwise;
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; fluctuations in the price of
oil, natural gas and other commodities; competition; changes in
management's business strategies; changes in the regulatory and tax
environments in which the Company operates, including the impact of
the "Tax Cuts and Jobs Act" (the "TCJA") on the
Company's deferred tax asset, and the anticipated impact of the
TCJA on the Company's future earnings; and other factors set forth
in the Company's filings with the SEC.
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
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. When
considering forward-looking statements, keep in mind these risks
and uncertainties. Undue reliance should not be placed on any
forward-looking statement, which speaks only as of the date made.
Refer to the Company's periodic and current reports filed with the
SEC for specific risks that could cause actual results to be
significantly different from those expressed or implied by any
forward-looking statements.
Additional Information about the Merger and Where to Find
It
In connection with the proposed merger of the Company into
Prosperity, Prosperity has filed with the SEC a registration
statement on Form S-4 to register the shares of Prosperity common
stock to be issued to the stockholders of the Company. The
registration statement includes a joint proxy statement/prospectus
which has been sent to the stockholders of the Company and the
shareholders of Prosperity seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT PROSPERITY, THE COMPANY AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the SEC at
http://www.sec.gov. Documents filed with the SEC by Prosperity will
be available free of charge by directing a request by telephone or
mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295
San Felipe, Houston, Texas 77027
Attn: Investor Relations, (281) 269-7199 and documents filed with
the SEC by the Company will be available free of charge by
directing a request by telephone or mail to LegacyTexas Financial
Group, Inc., 5851 Legacy Circle, Suite 1200, Plano, Texas 75024, (972) 578-5000.
Participants in the Solicitation
Prosperity, the Company and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Prosperity and
stockholders of the Company in connection with the proposed
transaction. Certain information regarding the interests of these
participants and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available. Additional information about
Prosperity and its directors and executive officers may be found in
the definitive proxy statement of Prosperity relating to its 2019
Annual Meeting of Shareholders filed with the SEC on March 14, 2019, and other documents filed by
Prosperity with the SEC. Additional information about the Company
and its directors and executive officers may be found in the
definitive proxy statement of the Company relating to its 2019
Annual Meeting of Stockholders filed with the SEC on April 12, 2019, and other documents filed by the
Company with the SEC. These documents can be obtained free of
charge from the sources described above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, or an invitation to subscribe for, buy or sell any securities
or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
LegacyTexas
Financial Group, Inc. Consolidated Balance Sheets
(unaudited)
|
|
(Dollars in
thousands)
ASSETS
|
September 30,
2019
|
|
June 30,
2019
|
|
March 31,
2019
|
|
December 31,
2018
|
|
September 30,
2018
|
Cash and due from
financial institutions
|
$
|
59,099
|
|
|
$
|
56,949
|
|
|
$
|
55,472
|
|
|
$
|
60,416
|
|
|
$
|
64,681
|
|
Short-term
interest-bearing deposits in other financial
institutions
|
233,991
|
|
|
206,894
|
|
|
219,051
|
|
|
208,777
|
|
|
189,634
|
|
Total cash and cash
equivalents
|
293,090
|
|
|
263,843
|
|
|
274,523
|
|
|
269,193
|
|
|
254,315
|
|
Securities available
for sale, at fair value
|
428,551
|
|
|
459,749
|
|
|
479,426
|
|
|
471,746
|
|
|
455,454
|
|
Securities held to
maturity
|
116,022
|
|
|
127,836
|
|
|
135,276
|
|
|
146,046
|
|
|
145,148
|
|
Total
securities
|
544,573
|
|
|
587,585
|
|
|
614,702
|
|
|
617,792
|
|
|
600,602
|
|
Loans held for
sale
|
56,254
|
|
|
46,571
|
|
|
11,380
|
|
|
23,193
|
|
|
22,175
|
|
Loans held for
investment:
|
|
|
|
|
|
|
|
|
|
Loans held for
investment - Warehouse Purchase Program
|
1,954,114
|
|
|
1,542,684
|
|
|
1,096,160
|
|
|
960,404
|
|
|
1,054,505
|
|
Loans held for
investment
|
7,124,676
|
|
|
7,080,075
|
|
|
6,944,731
|
|
|
6,790,723
|
|
|
6,764,052
|
|
Gross
loans
|
9,135,044
|
|
|
8,669,330
|
|
|
8,052,271
|
|
|
7,774,320
|
|
|
7,840,732
|
|
Less: allowance for
loan losses and deferred fees on loans held for
investment
|
(53,142)
|
|
|
(80,468)
|
|
|
(66,712)
|
|
|
(57,031)
|
|
|
(56,499)
|
|
Net loans
|
9,081,902
|
|
|
8,588,862
|
|
|
7,985,559
|
|
|
7,717,289
|
|
|
7,784,233
|
|
FHLB stock and other
restricted securities, at cost
|
117,939
|
|
|
79,195
|
|
|
56,044
|
|
|
56,226
|
|
|
60,596
|
|
Bank-owned life
insurance
|
59,776
|
|
|
59,724
|
|
|
59,377
|
|
|
59,036
|
|
|
58,692
|
|
Premises and
equipment, net
|
105,195
|
|
|
106,313
|
|
|
107,684
|
|
|
73,073
|
|
|
72,291
|
|
Goodwill
|
178,559
|
|
|
178,559
|
|
|
178,559
|
|
|
178,559
|
|
|
178,559
|
|
Other
assets
|
79,040
|
|
|
71,853
|
|
|
69,624
|
|
|
79,974
|
|
|
73,504
|
|
Total
assets
|
$
|
10,460,074
|
|
|
$
|
9,935,934
|
|
|
$
|
9,346,072
|
|
|
$
|
9,051,142
|
|
|
$
|
9,082,792
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
Non-interest-bearing
demand
|
$
|
1,769,117
|
|
|
$
|
1,847,229
|
|
|
$
|
1,752,694
|
|
|
$
|
1,773,762
|
|
|
$
|
1,798,109
|
|
Interest-bearing
demand
|
839,789
|
|
|
855,026
|
|
|
884,494
|
|
|
826,755
|
|
|
780,474
|
|
Savings and money
market
|
2,346,374
|
|
|
2,548,966
|
|
|
2,492,226
|
|
|
2,455,787
|
|
|
2,562,399
|
|
Time
|
1,590,630
|
|
|
1,804,569
|
|
|
1,948,011
|
|
|
1,785,411
|
|
|
1,638,776
|
|
Total
deposits
|
6,545,910
|
|
|
7,055,790
|
|
|
7,077,425
|
|
|
6,841,715
|
|
|
6,779,758
|
|
FHLB
advances
|
2,329,451
|
|
|
1,384,765
|
|
|
820,084
|
|
|
825,409
|
|
|
932,317
|
|
Repurchase
agreements
|
50,976
|
|
|
52,414
|
|
|
37,277
|
|
|
50,340
|
|
|
40,408
|
|
Subordinated
debt
|
135,380
|
|
|
135,257
|
|
|
135,135
|
|
|
135,012
|
|
|
134,890
|
|
Accrued expenses and
other liabilities
|
210,907
|
|
|
165,063
|
|
|
155,064
|
|
|
104,299
|
|
|
155,820
|
|
Total
liabilities
|
9,272,624
|
|
|
8,793,289
|
|
|
8,224,985
|
|
|
7,956,775
|
|
|
8,043,193
|
|
Common
stock
|
493
|
|
|
488
|
|
|
487
|
|
|
485
|
|
|
485
|
|
Additional paid-in
capital
|
642,515
|
|
|
628,730
|
|
|
625,405
|
|
|
619,983
|
|
|
617,270
|
|
Retained
earnings
|
553,891
|
|
|
523,693
|
|
|
508,887
|
|
|
491,948
|
|
|
444,848
|
|
Accumulated other
comprehensive income (loss), net
|
1,545
|
|
|
860
|
|
|
(2,433)
|
|
|
(6,658)
|
|
|
(11,481)
|
|
Unearned Employee
Stock Ownership Plan (ESOP) shares
|
(10,994)
|
|
|
(11,126)
|
|
|
(11,259)
|
|
|
(11,391)
|
|
|
(11,523)
|
|
Total shareholders'
equity
|
1,187,450
|
|
|
1,142,645
|
|
|
1,121,087
|
|
|
1,094,367
|
|
|
1,039,599
|
|
Total liabilities and
shareholders' equity
|
$
|
10,460,074
|
|
|
$
|
9,935,934
|
|
|
$
|
9,346,072
|
|
|
$
|
9,051,142
|
|
|
$
|
9,082,792
|
|
LegacyTexas
Financial Group, Inc.
Consolidated
Quarterly Statements of Income (unaudited)
|
|
|
For the Quarters
Ended
|
|
Third Quarter 2019
Compared to:
|
|
Sep 30,
2019
|
|
Jun 30,
2019
|
|
Mar 31,
2019
|
|
Dec 31,
2018
|
|
Sep 30,
2018
|
|
Second
Quarter 2019
|
|
Third Quarter
2018
|
Interest and
dividend income
|
|
(Dollars in
thousands)
|
|
|
|
Loans, including
fees
|
$
|
109,780
|
|
|
$
|
108,154
|
|
|
$
|
100,301
|
|
|
$
|
101,031
|
|
|
$
|
102,267
|
|
|
$
|
1,626
|
|
1.5
|
%
|
|
$
|
7,513
|
|
7.3
|
%
|
Taxable
securities
|
3,093
|
|
|
3,460
|
|
|
3,602
|
|
|
3,463
|
|
|
3,254
|
|
|
(367)
|
|
(10.6)
|
|
|
(161)
|
|
(4.9)
|
|
Nontaxable
securities
|
367
|
|
|
410
|
|
|
343
|
|
|
595
|
|
|
614
|
|
|
(43)
|
|
(10.5)
|
|
|
(247)
|
|
(40.2)
|
|
Interest-bearing
deposits in other financial institutions
|
1,212
|
|
|
1,370
|
|
|
1,277
|
|
|
1,507
|
|
|
1,368
|
|
|
(158)
|
|
(11.5)
|
|
|
(156)
|
|
(11.4)
|
|
FHLB and Federal
Reserve Bank stock and other
|
866
|
|
|
683
|
|
|
581
|
|
|
582
|
|
|
644
|
|
|
183
|
|
26.8
|
|
|
222
|
|
34.5
|
|
|
115,318
|
|
|
114,077
|
|
|
106,104
|
|
|
107,178
|
|
|
108,147
|
|
|
1,241
|
|
1.1
|
|
|
7,171
|
|
6.6
|
|
Interest
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
19,425
|
|
|
20,444
|
|
|
18,215
|
|
|
16,634
|
|
|
15,077
|
|
|
(1,019)
|
|
(5.0)
|
|
|
4,348
|
|
28.8
|
|
FHLB
advances
|
8,273
|
|
|
5,794
|
|
|
4,456
|
|
|
4,000
|
|
|
5,198
|
|
|
2,479
|
|
42.8
|
|
|
3,075
|
|
59.2
|
|
Repurchase agreements
and other borrowings
|
2,279
|
|
|
2,285
|
|
|
2,269
|
|
|
2,245
|
|
|
2,205
|
|
|
(6)
|
|
(0.3)
|
|
|
74
|
|
3.4
|
|
|
29,977
|
|
|
28,523
|
|
|
24,940
|
|
|
22,879
|
|
|
22,480
|
|
|
1,454
|
|
5.1
|
|
|
7,497
|
|
33.3
|
|
Net interest
income
|
85,341
|
|
|
85,554
|
|
|
81,164
|
|
|
84,299
|
|
|
85,667
|
|
|
(213)
|
|
(0.2)
|
|
|
(326)
|
|
(0.4)
|
|
Provision for credit
losses
|
1,200
|
|
|
16,100
|
|
|
9,800
|
|
|
—
|
|
|
2,656
|
|
|
(14,900)
|
|
(92.5)
|
|
|
(1,456)
|
|
(54.8)
|
|
Net interest
income after provision for credit losses
|
84,141
|
|
|
69,454
|
|
|
71,364
|
|
|
84,299
|
|
|
83,011
|
|
|
14,687
|
|
21.1
|
|
|
1,130
|
|
1.4
|
|
Non-interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and
other fees
|
9,366
|
|
|
9,882
|
|
|
7,255
|
|
|
9,923
|
|
|
8,626
|
|
|
(516)
|
|
(5.2)
|
|
|
740
|
|
8.6
|
|
Net gain on sale of
mortgage loans held for sale
|
3,051
|
|
|
2,879
|
|
|
1,525
|
|
|
1,499
|
|
|
1,597
|
|
|
172
|
|
6.0
|
|
|
1,454
|
|
91.0
|
|
Bank-owned life
insurance income
|
456
|
|
|
489
|
|
|
482
|
|
|
482
|
|
|
482
|
|
|
(33)
|
|
(6.7)
|
|
|
(26)
|
|
(5.4)
|
|
Net gain (loss) on
securities transactions
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(10)
|
|
|
—
|
|
—
|
|
|
10
|
|
(100.0)
|
|
Gain (loss) on sale
and disposition of assets
|
65
|
|
|
18
|
|
|
(14)
|
|
|
(56)
|
|
|
977
|
|
|
47
|
|
261.1
|
|
|
(912)
|
|
(93.3)
|
|
Other
|
411
|
|
|
(1,036)
|
|
|
640
|
|
|
416
|
|
|
1,555
|
|
|
1,447
|
|
N/M
|
|
|
(1,144)
|
|
(73.6)
|
|
|
13,349
|
|
|
12,232
|
|
|
9,894
|
|
|
12,264
|
|
|
13,227
|
|
|
1,117
|
|
9.1
|
|
|
122
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
expense
|
(Dollars in
thousands)
|
|
Salaries and employee
benefits
|
26,804
|
|
|
26,586
|
|
|
26,871
|
|
|
23,728
|
|
|
25,053
|
|
|
218
|
|
0.8
|
|
|
1,751
|
|
7.0
|
|
Merger
costs
|
318
|
|
|
2,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,044)
|
|
(86.5)
|
|
|
318
|
|
100.0
|
|
Advertising
|
740
|
|
|
982
|
|
|
903
|
|
|
1,301
|
|
|
824
|
|
|
(242)
|
|
(24.6)
|
|
|
(84)
|
|
(10.2)
|
|
Occupancy and
equipment
|
4,084
|
|
|
3,950
|
|
|
3,899
|
|
|
3,843
|
|
|
3,960
|
|
|
134
|
|
3.4
|
|
|
124
|
|
3.1
|
|
Outside professional
services
|
1,394
|
|
|
1,674
|
|
|
1,285
|
|
|
2,021
|
|
|
1,151
|
|
|
(280)
|
|
(16.7)
|
|
|
243
|
|
21.1
|
|
Regulatory
assessments
|
119
|
|
|
831
|
|
|
618
|
|
|
886
|
|
|
750
|
|
|
(712)
|
|
(85.7)
|
|
|
(631)
|
|
(84.1)
|
|
Data
processing
|
5,665
|
|
|
5,739
|
|
|
5,933
|
|
|
6,168
|
|
|
5,362
|
|
|
(74)
|
|
(1.3)
|
|
|
303
|
|
5.7
|
|
Office
operations
|
2,463
|
|
|
2,568
|
|
|
2,335
|
|
|
2,249
|
|
|
2,232
|
|
|
(105)
|
|
(4.1)
|
|
|
231
|
|
10.3
|
|
Other
|
2,546
|
|
|
2,834
|
|
|
2,463
|
|
|
2,672
|
|
|
2,860
|
|
|
(288)
|
|
(10.2)
|
|
|
(314)
|
|
(11.0)
|
|
|
44,133
|
|
|
47,526
|
|
|
44,307
|
|
|
42,868
|
|
|
42,192
|
|
|
(3,393)
|
|
(7.1)
|
|
|
1,941
|
|
4.6
|
|
Income before
income tax expense (benefit)
|
53,357
|
|
|
34,160
|
|
|
36,951
|
|
|
53,695
|
|
|
54,046
|
|
|
19,197
|
|
56.2
|
|
|
(689)
|
|
(1.3)
|
|
Income tax expense
(benefit)
|
10,933
|
|
|
7,177
|
|
|
7,871
|
|
|
(4,074)
|
|
|
11,225
|
|
|
3,756
|
|
52.3
|
|
|
(292)
|
|
(2.6)
|
|
Net
income
|
$
|
42,424
|
|
|
$
|
26,983
|
|
|
$
|
29,080
|
|
|
$
|
57,769
|
|
|
$
|
42,821
|
|
|
$
|
15,441
|
|
57.2
|
%
|
|
$
|
(397)
|
|
(0.9)
|
%
|
LegacyTexas
Financial Group, Inc.
Selected Quarterly
Financial Highlights (unaudited)
|
|
|
At or For the
Quarters Ended
|
|
September 30,
2019
|
|
June 30,
2019
|
|
September 30,
2018
|
SHARE
DATA:
|
(Dollars in
thousands, except per share amounts)
|
Weighted average
common shares outstanding - basic
|
47,607,076
|
|
|
47,383,314
|
|
|
47,105,655
|
|
Weighted average
common shares outstanding - diluted
|
48,149,900
|
|
|
47,923,391
|
|
|
47,755,441
|
|
Shares outstanding at
end of period
|
49,255,006
|
|
|
48,833,238
|
|
|
48,491,169
|
|
Income available to
common shareholders1
|
$
|
42,206
|
|
|
$
|
26,837
|
|
|
$
|
42,672
|
|
Basic earnings per
common share
|
0.89
|
|
|
0.57
|
|
|
0.91
|
|
Basic core (non-GAAP)
earnings per common share2
|
0.90
|
|
|
0.61
|
|
|
0.92
|
|
Diluted earnings per
common share
|
0.88
|
|
|
0.56
|
|
|
0.89
|
|
Dividends declared
per share
|
0.25
|
|
|
0.25
|
|
|
0.16
|
|
Total shareholders'
equity
|
1,187,450
|
|
|
1,142,645
|
|
|
1,039,599
|
|
Common shareholders'
equity per share (book value per share)
|
24.11
|
|
|
23.40
|
|
|
21.44
|
|
Tangible book value
per share - Non-GAAP2
|
20.48
|
|
|
19.74
|
|
|
17.75
|
|
Market value per
share for the quarter:
|
|
|
|
|
|
High
|
44.07
|
|
|
41.22
|
|
|
46.86
|
|
Low
|
38.85
|
|
|
36.50
|
|
|
38.53
|
|
Close
|
43.53
|
|
|
40.71
|
|
|
42.60
|
|
KEY
RATIOS:
|
|
|
|
|
|
Return on average
common shareholders' equity
|
14.63
|
%
|
|
9.52
|
%
|
|
16.76
|
%
|
Core (non-GAAP)
return on average common shareholders'
equity2
|
14.72
|
|
|
10.18
|
|
|
16.90
|
|
Return on average
assets
|
1.72
|
|
|
1.13
|
|
|
1.87
|
|
Core (non-GAAP)
return on average assets2
|
1.73
|
|
|
1.21
|
|
|
1.88
|
|
Efficiency ratio
(GAAP basis)
|
44.72
|
|
|
48.60
|
|
|
42.66
|
|
Core (non-GAAP)
efficiency ratio2
|
44.40
|
|
|
46.19
|
|
|
42.46
|
|
Estimated Tier 1
common equity risk-based capital ratio3
|
10.48
|
|
|
10.48
|
|
|
10.46
|
|
Estimated total
risk-based capital ratio3
|
12.58
|
|
|
12.97
|
|
|
12.88
|
|
Estimated Tier 1
risk-based capital ratio3
|
10.60
|
|
|
10.62
|
|
|
10.60
|
|
Estimated Tier 1
leverage ratio3
|
10.53
|
|
|
10.42
|
|
|
9.83
|
|
Total equity to total
assets
|
11.35
|
|
|
11.50
|
|
|
11.45
|
|
Tangible equity to
tangible assets - Non-GAAP2
|
9.81
|
|
|
9.88
|
|
|
9.67
|
|
Number of employees -
full-time equivalent
|
858
|
|
|
883
|
|
|
859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 at the
Company level, which is subject to the capital adequacy
requirements of the Federal Reserve.
|
LegacyTexas
Financial Group, Inc.
Selected Loan Data
(unaudited)
|
|
|
At or for the Quarter
Ended
|
|
September 30,
2019
|
|
June 30,
2019
|
|
March 31,
2019
|
|
December 31,
2018
|
|
September 30,
2018
|
Loans held for
investment:
|
(Dollars in
thousands)
|
|
|
Commercial real
estate
|
$
|
3,153,576
|
|
|
$
|
3,180,582
|
|
|
$
|
3,122,726
|
|
|
$
|
3,026,754
|
|
|
$
|
3,012,352
|
|
Warehouse Purchase
Program
|
1,954,114
|
|
|
1,542,684
|
|
|
1,096,160
|
|
|
960,404
|
|
|
1,054,505
|
|
Commercial and
industrial
|
2,110,335
|
|
|
2,102,917
|
|
|
2,070,715
|
|
|
2,057,791
|
|
|
2,111,510
|
|
Construction and
land
|
295,522
|
|
|
288,491
|
|
|
282,463
|
|
|
270,629
|
|
|
278,278
|
|
Consumer real
estate
|
1,516,958
|
|
|
1,460,417
|
|
|
1,423,095
|
|
|
1,390,378
|
|
|
1,318,038
|
|
Other
consumer
|
48,285
|
|
|
47,668
|
|
|
45,732
|
|
|
45,171
|
|
|
43,874
|
|
Gross loans held for
investment
|
$
|
9,078,790
|
|
|
$
|
8,622,759
|
|
|
$
|
8,040,891
|
|
|
$
|
7,751,127
|
|
|
$
|
7,818,557
|
|
Non-performing
assets:
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
31
|
|
|
$
|
7,293
|
|
|
$
|
6,623
|
|
|
$
|
159
|
|
|
$
|
3,739
|
|
Commercial and
industrial
|
27,311
|
|
|
48,367
|
|
|
49,261
|
|
|
16,710
|
|
|
7,178
|
|
Construction and
land
|
228
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Consumer real
estate
|
7,566
|
|
|
6,144
|
|
|
5,123
|
|
|
5,506
|
|
|
6,617
|
|
Other
consumer
|
52
|
|
|
24
|
|
|
21
|
|
|
46
|
|
|
50
|
|
Total non-performing
loans
|
35,188
|
|
|
62,056
|
|
|
61,028
|
|
|
22,421
|
|
|
17,584
|
|
Foreclosed
assets
|
5,653
|
|
|
584
|
|
|
782
|
|
|
1,333
|
|
|
698
|
|
Total non-performing
assets
|
$
|
40,841
|
|
|
$
|
62,640
|
|
|
$
|
61,810
|
|
|
$
|
23,754
|
|
|
$
|
18,282
|
|
Total non-performing
assets to total assets
|
0.39
|
%
|
|
0.63
|
%
|
|
0.66
|
%
|
|
0.26
|
%
|
|
0.20
|
%
|
Total non-performing
loans to total loans held for investment, excluding Warehouse
Purchase Program loans
|
0.49
|
%
|
|
0.88
|
%
|
|
0.88
|
%
|
|
0.33
|
%
|
|
0.26
|
%
|
Total non-performing
loans to total loans held for investment
|
0.39
|
%
|
|
0.72
|
%
|
|
0.76
|
%
|
|
0.29
|
%
|
|
0.22
|
%
|
Allowance for loan
losses to non-performing loans
|
189.73
|
%
|
|
148.61
|
%
|
|
127.04
|
%
|
|
300.74
|
%
|
|
377.35
|
%
|
Allowance for loan
losses to total loans held for investment, excluding Warehouse
Purchase Program loans
|
0.94
|
%
|
|
1.30
|
%
|
|
1.12
|
%
|
|
0.99
|
%
|
|
0.98
|
%
|
Allowance for loan
losses to total loans held for investment
|
0.74
|
%
|
|
1.07
|
%
|
|
0.96
|
%
|
|
0.87
|
%
|
|
0.85
|
%
|
Allowance for loan
losses to total loans held for investment, excluding acquired loans
and Warehouse Purchase Program loans 1
|
0.97
|
%
|
|
1.35
|
%
|
|
1.16
|
%
|
|
1.04
|
%
|
|
1.03
|
%
|
Troubled debt
restructured loans ("TDRs"):
|
(Dollars in
thousands)
|
|
|
Performing
TDRs:
|
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
129
|
|
|
$
|
132
|
|
|
$
|
134
|
|
|
$
|
136
|
|
|
$
|
139
|
|
Consumer real
estate
|
688
|
|
|
704
|
|
|
722
|
|
|
788
|
|
|
786
|
|
Other
consumer
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
4
|
|
Total performing
TDRs
|
$
|
818
|
|
|
$
|
837
|
|
|
$
|
857
|
|
|
$
|
926
|
|
|
$
|
929
|
|
Non-performing
TDRs:2
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
29
|
|
|
$
|
31
|
|
|
$
|
3,605
|
|
Commercial and
industrial
|
7,776
|
|
|
7,870
|
|
|
7,999
|
|
|
661
|
|
|
2,299
|
|
Consumer real
estate
|
1,015
|
|
|
1,037
|
|
|
447
|
|
|
467
|
|
|
495
|
|
Other
consumer
|
3
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|
2
|
|
Total non-performing
TDRs
|
$
|
8,820
|
|
|
$
|
8,938
|
|
|
$
|
8,479
|
|
|
$
|
1,160
|
|
|
$
|
6,401
|
|
Allowance for loan
losses:
|
|
|
|
|
|
|
|
Balance at beginning
of period
|
$
|
92,219
|
|
|
$
|
77,530
|
|
|
$
|
67,428
|
|
|
$
|
66,354
|
|
|
$
|
64,445
|
|
Provision expense for
loans
|
1,200
|
|
|
16,123
|
|
|
9,839
|
|
|
—
|
|
|
2,700
|
|
Charge-offs
|
(27,031)
|
|
|
(1,624)
|
|
|
(359)
|
|
|
(2,590)
|
|
|
(922)
|
|
Recoveries
|
375
|
|
|
190
|
|
|
622
|
|
|
3,664
|
|
|
131
|
|
Balance at end of
period
|
$
|
66,763
|
|
|
$
|
92,219
|
|
|
$
|
77,530
|
|
|
$
|
67,428
|
|
|
$
|
66,354
|
|
Net charge-offs
(recoveries):
|
|
|
|
|
|
|
Commercial real
estate
|
$
|
2,082
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial and
industrial
|
24,315
|
|
|
1,236
|
|
|
(463)
|
|
|
(1,355)
|
|
|
537
|
|
Consumer real
estate
|
26
|
|
|
(4)
|
|
|
3
|
|
|
37
|
|
|
47
|
|
Other
consumer
|
233
|
|
|
202
|
|
|
197
|
|
|
244
|
|
|
207
|
|
Total net charge-offs
(recoveries)
|
$
|
26,656
|
|
|
$
|
1,434
|
|
|
$
|
(263)
|
|
|
$
|
(1,074)
|
|
|
$
|
791
|
|
Allowance for
off-balance sheet lending-related commitments
|
|
|
|
|
Provision expense
(benefit) for credit losses
|
$
|
—
|
|
|
$
|
(23)
|
|
|
$
|
(39)
|
|
|
$
|
—
|
|
|
$
|
(44)
|
|
|
|
1
|
Excludes loans
acquired in previous bank acquisitions, which were initially
recorded at fair value.
|
2
|
Non-performing TDRs
are included in the non-performing assets reported
above.
|
LegacyTexas
Financial Group, Inc.
Average Balances
and Yields/Rates (unaudited)
|
|
|
For the Quarters
Ended
|
|
September 30,
2019
|
|
June 30,
2019
|
|
March 31,
2019
|
|
December 31,
2018
|
|
September 30,
2018
|
Loans:
|
(Dollars in
thousands)
|
Commercial real
estate
|
$
|
3,146,968
|
|
|
$
|
3,119,147
|
|
|
$
|
3,048,087
|
|
|
$
|
2,977,919
|
|
|
$
|
3,016,889
|
|
Warehouse Purchase
Program
|
1,508,449
|
|
|
1,253,262
|
|
|
724,070
|
|
|
864,012
|
|
|
1,097,879
|
|
Commercial and
industrial
|
2,075,406
|
|
|
2,085,820
|
|
|
2,088,056
|
|
|
2,024,676
|
|
|
2,088,318
|
|
Construction and
land
|
289,858
|
|
|
286,163
|
|
|
276,642
|
|
|
272,631
|
|
|
271,829
|
|
Consumer real
estate
|
1,485,633
|
|
|
1,434,812
|
|
|
1,404,292
|
|
|
1,327,912
|
|
|
1,295,353
|
|
Other
consumer
|
47,343
|
|
|
47,014
|
|
|
45,339
|
|
|
44,559
|
|
|
44,508
|
|
Less: deferred fees
and allowance for loan loss
|
(72,841)
|
|
|
(67,408)
|
|
|
(57,955)
|
|
|
(56,899)
|
|
|
(55,974)
|
|
Total loans held for
investment
|
8,480,816
|
|
|
8,158,810
|
|
|
7,528,531
|
|
|
7,454,810
|
|
|
7,758,802
|
|
Loans held for
sale
|
49,596
|
|
|
30,572
|
|
|
15,347
|
|
|
24,279
|
|
|
26,121
|
|
Securities
|
659,152
|
|
|
668,948
|
|
|
670,599
|
|
|
667,939
|
|
|
678,483
|
|
Overnight
deposits
|
225,425
|
|
|
232,862
|
|
|
218,608
|
|
|
266,434
|
|
|
272,670
|
|
Total
interest-earning assets
|
$
|
9,414,989
|
|
|
$
|
9,091,192
|
|
|
$
|
8,433,085
|
|
|
$
|
8,413,462
|
|
|
$
|
8,736,076
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand
|
$
|
832,528
|
|
|
$
|
855,948
|
|
|
$
|
800,557
|
|
|
$
|
775,921
|
|
|
$
|
760,889
|
|
Savings and money
market
|
2,635,615
|
|
|
2,581,816
|
|
|
2,487,833
|
|
|
2,532,732
|
|
|
2,654,990
|
|
Time
|
1,688,247
|
|
|
1,885,190
|
|
|
1,776,829
|
|
|
1,703,421
|
|
|
1,683,475
|
|
FHLB advances and
other borrowings
|
1,622,283
|
|
|
1,101,559
|
|
|
882,061
|
|
|
851,084
|
|
|
1,154,079
|
|
Total
interest-bearing liabilities
|
$
|
6,778,673
|
|
|
$
|
6,424,513
|
|
|
$
|
5,947,280
|
|
|
$
|
5,863,158
|
|
|
$
|
6,253,433
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
$
|
9,865,805
|
|
|
$
|
9,540,365
|
|
|
$
|
8,891,059
|
|
|
$
|
8,850,435
|
|
|
$
|
9,167,607
|
|
Non-interest-bearing
demand deposits
|
$
|
1,742,265
|
|
|
$
|
1,812,042
|
|
|
$
|
1,688,937
|
|
|
$
|
1,778,681
|
|
|
$
|
1,752,095
|
|
Total
deposits
|
$
|
6,898,654
|
|
|
$
|
7,134,996
|
|
|
$
|
6,754,156
|
|
|
$
|
6,790,754
|
|
|
$
|
6,851,449
|
|
Total shareholders'
equity
|
$
|
1,159,824
|
|
|
$
|
1,134,001
|
|
|
$
|
1,107,719
|
|
|
$
|
1,062,331
|
|
|
$
|
1,022,032
|
|
|
|
|
|
|
|
|
|
|
|
Yields/Rates:
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
Commercial real
estate
|
5.06
|
%
|
|
5.21
|
%
|
|
5.18
|
%
|
|
5.20
|
%
|
|
5.15
|
%
|
Warehouse Purchase
Program
|
4.48
|
%
|
|
4.78
|
%
|
|
4.91
|
%
|
|
4.81
|
%
|
|
4.68
|
%
|
Commercial and
industrial
|
5.61
|
%
|
|
5.81
|
%
|
|
5.98
|
%
|
|
6.00
|
%
|
|
5.78
|
%
|
Construction and
land
|
6.01
|
%
|
|
6.13
|
%
|
|
6.03
|
%
|
|
5.87
|
%
|
|
5.41
|
%
|
Consumer real
estate
|
4.76
|
%
|
|
4.77
|
%
|
|
4.81
|
%
|
|
4.81
|
%
|
|
4.67
|
%
|
Other
consumer
|
5.75
|
%
|
|
5.66
|
%
|
|
5.88
|
%
|
|
5.80
|
%
|
|
5.81
|
%
|
Total loans held for
investment
|
5.12
|
%
|
|
5.30
|
%
|
|
5.38
|
%
|
|
5.37
|
%
|
|
5.22
|
%
|
Loans held for
sale
|
3.83
|
%
|
|
4.25
|
%
|
|
4.43
|
%
|
|
4.71
|
%
|
|
4.52
|
%
|
Securities
|
2.63
|
%
|
|
2.72
|
%
|
|
2.70
|
%
|
|
2.78
|
%
|
|
2.66
|
%
|
Overnight
deposits
|
2.13
|
%
|
|
2.36
|
%
|
|
2.37
|
%
|
|
2.24
|
%
|
|
1.99
|
%
|
Total
interest-earning assets
|
4.87
|
%
|
|
5.03
|
%
|
|
5.09
|
%
|
|
5.06
|
%
|
|
4.92
|
%
|
Deposits:
|
|
|
|
|
|
|
|
|
|
Interest-bearing
demand
|
0.60
|
%
|
|
0.71
|
%
|
|
0.76
|
%
|
|
0.69
|
%
|
|
0.65
|
%
|
Savings and money
market
|
1.20
|
%
|
|
1.22
|
%
|
|
1.13
|
%
|
|
1.02
|
%
|
|
0.92
|
%
|
Time
|
2.40
|
%
|
|
2.35
|
%
|
|
2.23
|
%
|
|
2.05
|
%
|
|
1.80
|
%
|
FHLB advances and
other borrowings
|
2.58
|
%
|
|
2.94
|
%
|
|
3.09
|
%
|
|
2.91
|
%
|
|
2.55
|
%
|
Total
interest-bearing liabilities
|
1.75
|
%
|
|
1.78
|
%
|
|
1.70
|
%
|
|
1.55
|
%
|
|
1.43
|
%
|
Net interest
spread
|
3.12
|
%
|
|
3.25
|
%
|
|
3.39
|
%
|
|
3.51
|
%
|
|
3.49
|
%
|
Net interest
margin
|
3.60
|
%
|
|
3.77
|
%
|
|
3.89
|
%
|
|
3.98
|
%
|
|
3.90
|
%
|
Cost of deposits
(including non-interest-bearing demand)
|
1.12
|
%
|
|
1.15
|
%
|
|
1.09
|
%
|
|
0.97
|
%
|
|
0.87
|
%
|
LegacyTexas
Financial Group, Inc.
Supplemental
Information- Non-GAAP Financial Measures
(unaudited)
|
|
|
At or For the
Quarters Ended
|
|
September 30,
2019
|
|
June 30,
2019
|
|
March 31,
2019
|
|
December 31,
2018
|
|
September 30,
2018
|
|
(Dollars in
thousands, except per share amounts)
|
Reconciliation of
Core (non-GAAP) to GAAP Net Income and Earnings per Share
(calculated net of estimated tax rate of 21%)
|
|
|
|
|
GAAP net income
available to common shareholders1
|
$
|
42,206
|
|
|
$
|
26,837
|
|
|
$
|
28,955
|
|
|
$
|
57,534
|
|
|
$
|
42,672
|
|
Distributed and
undistributed earnings to participating
securities1
|
218
|
|
|
146
|
|
|
125
|
|
|
235
|
|
|
149
|
|
GAAP net
income
|
42,424
|
|
|
26,983
|
|
|
29,080
|
|
|
57,769
|
|
|
42,821
|
|
Merger
costs
|
251
|
|
|
1,866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(Gain) on one-time
tax adjustment2
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,289)
|
|
|
—
|
|
Expenses related to
above tax adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
Loss on sale of
branch locations and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
Core (non-GAAP) net
income
|
$
|
42,675
|
|
|
$
|
28,849
|
|
|
$
|
29,080
|
|
|
$
|
42,682
|
|
|
$
|
43,193
|
|
Average shares for
basic earnings per share
|
47,607,076
|
|
47,383,314
|
|
47,246,282
|
|
47,159,578
|
|
|
47,105,655
|
|
Basic GAAP earnings
per share
|
$
|
0.89
|
|
|
$
|
0.57
|
|
|
$
|
0.61
|
|
|
$
|
1.22
|
|
|
$
|
0.91
|
|
Basic core (non-GAAP)
earnings per share
|
$
|
0.90
|
|
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
$
|
0.91
|
|
|
$
|
0.92
|
|
Average shares for
diluted earnings per share
|
48,149,900
|
|
47,923,391
|
|
47,835,693
|
|
47,714,421
|
|
|
47,755,441
|
|
Diluted GAAP earnings
per share
|
$
|
0.88
|
|
|
$
|
0.56
|
|
|
$
|
0.61
|
|
|
$
|
1.21
|
|
|
$
|
0.89
|
|
Diluted core
(non-GAAP) earnings per share
|
$
|
0.89
|
|
|
$
|
0.60
|
|
|
$
|
0.61
|
|
|
$
|
0.89
|
|
|
$
|
0.90
|
|
Reconciliation of
Core (non-GAAP) to GAAP Non-Interest Income and Non-interest
Expense (gross of tax)
|
|
|
|
|
|
|
GAAP non-interest
income
|
$
|
13,349
|
|
|
$
|
12,232
|
|
|
$
|
9,894
|
|
|
$
|
12,264
|
|
|
$
|
13,227
|
|
Loss on sale of
branch locations and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
Core (non-GAAP)
non-interest income
|
$
|
13,349
|
|
|
$
|
12,232
|
|
|
$
|
9,894
|
|
|
$
|
12,264
|
|
|
$
|
13,698
|
|
GAAP non-interest
expense
|
$
|
44,133
|
|
|
$
|
47,526
|
|
|
$
|
44,307
|
|
|
$
|
42,868
|
|
|
$
|
42,192
|
|
Merger
costs
|
(318)
|
|
|
(2,362)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expenses related to
above tax adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(256)
|
|
|
—
|
|
Core (non-GAAP)
non-interest expense
|
$
|
43,815
|
|
|
$
|
45,164
|
|
|
$
|
44,307
|
|
|
$
|
42,612
|
|
|
$
|
42,192
|
|
|
|
1
|
Unvested share-based
awards that contain nonforfeitable rights to dividends are
participating securities and are included in the computation of
GAAP earnings per share pursuant to prescribed accounting
guidance.
|
2
|
This one-time income
tax benefit resulted from tax rate changes and the favorable
outcome of the Company's change in its tax method of accounting for
its loan portfolio, related to the December 22, 2017 enactment of
the Tax Cuts and Jobs Act.
|
|
At or For the
Quarters Ended
|
|
September 30,
2019
|
|
June 30,
2019
|
|
March 31,
2019
|
|
December 31,
2018
|
|
September 30,
2018
|
Reconciliation of
Core (non-GAAP) to GAAP Efficiency Ratio (gross of
tax)
|
|
(Dollars in
thousands, except per share amounts)
|
GAAP efficiency
ratio:
|
|
|
|
|
|
|
|
|
|
Non-interest
expense
|
$
|
44,133
|
|
|
$
|
47,526
|
|
|
$
|
44,307
|
|
|
$
|
42,868
|
|
|
$
|
42,192
|
|
Net interest income
plus non-interest income
|
98,690
|
|
|
97,786
|
|
|
91,058
|
|
|
96,563
|
|
|
98,894
|
|
Efficiency ratio -
GAAP basis
|
44.72
|
%
|
|
48.60
|
%
|
|
48.66
|
%
|
|
44.39
|
%
|
|
42.66
|
%
|
Core (non-GAAP)
efficiency ratio:
|
|
|
|
|
|
|
|
|
Core (non-GAAP)
non-interest expense
|
$
|
43,815
|
|
|
$
|
45,164
|
|
|
$
|
44,307
|
|
|
$
|
42,612
|
|
|
$
|
42,192
|
|
Net interest income
plus core (non-GAAP) non-interest income
|
98,690
|
|
|
97,786
|
|
|
91,058
|
|
|
96,563
|
|
|
99,365
|
|
Efficiency ratio -
core (non-GAAP) basis
|
44.40
|
%
|
|
46.19
|
%
|
|
48.66
|
%
|
|
44.13
|
%
|
|
42.46
|
%
|
Calculation of
Tangible Book Value per Share:
|
|
|
|
|
|
|
Total shareholders'
equity
|
$
|
1,187,450
|
|
|
$
|
1,142,645
|
|
|
$
|
1,121,087
|
|
|
$
|
1,094,367
|
|
|
$
|
1,039,599
|
|
Less:
Goodwill
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
Identifiable
intangible assets, net
|
(169)
|
|
|
(193)
|
|
|
(218)
|
|
|
(245)
|
|
|
(279)
|
|
Total tangible
shareholders' equity
|
$
|
1,008,722
|
|
|
$
|
963,893
|
|
|
$
|
942,310
|
|
|
$
|
915,563
|
|
|
$
|
860,761
|
|
Shares outstanding at
end of period
|
49,255,006
|
|
48,833,238
|
|
48,704,070
|
|
48,505,261
|
|
|
48,491,169
|
|
Book value per share
- GAAP
|
$
|
24.11
|
|
|
$
|
23.40
|
|
|
$
|
23.02
|
|
|
$
|
22.56
|
|
|
$
|
21.44
|
|
Tangible book value
per share - Non-GAAP
|
20.48
|
|
|
19.74
|
|
|
19.35
|
|
|
18.88
|
|
|
17.75
|
|
Calculation of
Tangible Equity to Tangible Assets:
|
|
|
|
|
|
Total
assets
|
$
|
10,460,074
|
|
|
$
|
9,935,934
|
|
|
$
|
9,346,072
|
|
|
$
|
9,051,142
|
|
|
$
|
9,082,792
|
|
Less:
Goodwill
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
|
(178,559)
|
|
Identifiable
intangible assets, net
|
(169)
|
|
|
(193)
|
|
|
(218)
|
|
|
(245)
|
|
|
(279)
|
|
Total tangible
assets
|
$
|
10,281,346
|
|
|
$
|
9,757,182
|
|
|
$
|
9,167,295
|
|
|
$
|
8,872,338
|
|
|
$
|
8,903,954
|
|
Equity to assets -
GAAP
|
11.35
|
%
|
|
11.50
|
%
|
|
12.00
|
%
|
|
12.09
|
%
|
|
11.45
|
%
|
Tangible equity to
tangible assets - Non-GAAP
|
9.81
|
|
|
9.88
|
|
|
10.28
|
|
|
10.32
|
|
|
9.67
|
|
Calculation of
Return on Average Assets and Return on Average Equity Ratios (GAAP
and Core)
|
Net income
|
$
|
42,424
|
|
|
$
|
26,983
|
|
|
$
|
29,080
|
|
|
$
|
57,769
|
|
|
$
|
42,821
|
|
Core (non-GAAP) net
income
|
42,675
|
|
|
28,849
|
|
|
29,080
|
|
|
42,682
|
|
|
43,193
|
|
Average total
equity
|
1,159,824
|
|
|
1,134,001
|
|
|
1,107,719
|
|
|
1,062,331
|
|
|
1,022,032
|
|
Average total
assets
|
9,865,805
|
|
|
9,540,365
|
|
|
8,891,059
|
|
|
8,850,435
|
|
|
9,167,607
|
|
Return on average
common shareholders' equity
|
14.63
|
%
|
|
9.52
|
%
|
|
10.50
|
%
|
|
21.75
|
%
|
|
16.76
|
%
|
Core (non-GAAP)
return on average common shareholders' equity
|
14.72
|
|
|
10.18
|
|
|
10.50
|
|
|
16.07
|
|
|
16.90
|
|
Return on average
assets
|
1.72
|
|
|
1.13
|
|
|
1.31
|
|
|
2.61
|
|
|
1.87
|
|
Core (non-GAAP)
return on average assets
|
1.73
|
|
|
1.21
|
|
|
1.31
|
|
|
1.93
|
|
|
1.88
|
|
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SOURCE LegacyTexas Financial Group, Inc.