UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

VIEWPOINT FINANCIAL GROUP

United States (State or other jurisdiction of incorporation or organization)		20-4484783 (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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the Registrant was $154.8 million as of June 30, 2009, the last business day of the Registrant’s most recently completed second fiscal quarter. Solely for the purpose of this computation, it has been assumed that executive officers and directors of the Registrant are “affiliates”.

There were issued and outstanding 24,929,157 shares of the Registrant’s common stock as of March 2, 2010.

 

 

VIEWPOINT FINANCIAL GROUP AND SUBSIDIARY

FORM 10-K

December 31, 2009

INDEX

		Page
PART I
Item 1 Business			3
Item 1A Risk Factors			35
Item 1B Unresolved Staff Comments			41
Item 2 Properties			42
Item 3 Legal Proceedings			47
Item 4 (Removed and Reserved)			47
PART II
Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities			48
Item 6 Selected Financial Data			50
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations			52
Item 7A Quantitative and Qualitative Disclosures about Market Risk			74
Item 8 Financial Statements and Supplementary Data			78
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			123
Item 9A Controls and Procedures			123
Item 9B Other Information			123
PART III
Item 10 Directors, Executive Officers and Corporate Governance			124
Item 11 Executive Compensation			129
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters			144
Item 13 Certain Relationships and Related Transactions, and Director Independence			146
Item 14 Principal Accountant Fees and Services			148
PART IV
Item 15 Exhibits, Financial Statement Schedules			149
Signatures			151
Exhibit 2.1
Exhibit 21
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32

PART I

Item 1.		Business

Special Note Regarding Forward-Looking Statements

When used in filings by ViewPoint Financial Group (“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, competition, changes in management’s business strategies and other factors set forth under Risk Factors in this Form 10-K, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to advise readers that 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.

General

The Company is a federally chartered stock holding company and is subject to regulation by the Office of Thrift Supervision (“OTS”). The Company was organized on September 29, 2006, as part of ViewPoint Bank’s reorganization into the mutual holding company form of organization. As part of the reorganization, ViewPoint Bank (i) converted to a stock savings bank as the successor to the Bank in its mutual form (which was originally chartered as a credit union in 1952); (ii) organized ViewPoint Financial Group, which owns 100% of the common stock of ViewPoint Bank; and (iii) organized ViewPoint MHC, which currently owns 57% of the common stock of ViewPoint Financial Group. ViewPoint MHC has no other activities or operations other than its ownership of ViewPoint Financial Group. ViewPoint Bank succeeded to the business and operations of the Bank in its mutual form and ViewPoint Financial Group sold a minority interest in its common stock in a public stock offering. ViewPoint Financial Group has no significant assets other than all of the outstanding shares of common stock of ViewPoint Bank, its loan to the ViewPoint Bank Employee Stock Ownership Plan, liquid assets and certain borrowings.

On January 21, 2010, the boards of the Company, ViewPoint Bank and ViewPoint MHC adopted a plan to reorganize into a full stock company and undertake a “second step” offering of new shares of common stock. The reorganization and offering, which is subject to regulatory, shareholder and depositor approval, is expected to be completed during the summer of 2010. As part of the reorganization, ViewPoint Bank will become a wholly owned subsidiary of a to-be-formed stock corporation, ViewPoint Financial Group, Inc. Shares of common stock of the Company, other than those held by ViewPoint MHC, will be converted into shares of common stock in ViewPoint Financial Group, Inc. using an exchange ratio designed to preserve current percentage ownership interests. Shares owned by ViewPoint MHC will be retired, and new shares representing that ownership will be offered and sold to the Bank’s eligible depositors, the Bank’s tax-qualified employee benefit plans and members of the general public as set forth in the Plan of Conversion and Reorganization of ViewPoint MHC. The Plan of Conversion and Reorganization of ViewPoint MHC was amended and restated on February 25, 2010 and is filed as an exhibit to this Form 10-K.

Unless the context otherwise requires, references in this document to the “Company” refer to ViewPoint Financial Group and references to the “Bank” refer to ViewPoint Bank (in its stock or mutual form). References to “we,” “us,” and “our” means ViewPoint Financial Group or ViewPoint Bank and its subsidiary, unless the context otherwise requires.

The Company and the Bank are examined and regulated by the OTS, its primary federal regulator. The Bank is also regulated by the FDIC. The Bank is required to have certain reserves set by the Federal Reserve Board and is a member of the Federal Home Loan Bank of Dallas, which is one of the 12 regional banks in the Federal Home Loan Bank System.

Our principal business consists of attracting retail deposits from the general public and the business community and investing those funds, along with borrowed funds, in permanent loans secured by first and second mortgages on owner-occupied, one- to four-family residences and commercial real estate, as well as in secured and unsecured commercial non-mortgage and consumer loans. Additionally, we have an active program with mortgage banking companies that allows them to close one- to four-family real estate loans in their own name and temporarily finance their inventory of these closed loans until the loans are sold to investors approved by the Company (the “Purchase Program”). We also offer brokerage services for the purchase and sale of non-deposit investment and insurance products through a third party brokerage arrangement.

Our operating revenues are derived principally from earnings on interest earning assets, service charges and fees, and gains on the sale of loans. Our primary sources of funds are deposits, Federal Home Loan Bank (“FHLB”) advances and other borrowings, and payments received on loans and securities. We offer a variety of deposit accounts that provide a wide range of interest rates and terms, generally including savings, money market, term certificate and demand accounts.

Market Areas

We are headquartered in Plano, Texas, and have 23 community bank offices in our primary market area, the Dallas/Fort Worth Metroplex. We also have 15 loan production offices located in the Dallas/Fort Worth Metroplex, as well as in Houston, San Antonio, Austin, and other Texas cities. (Please see Item 2 under Part 1 of this Annual Report on Form 10-K for location details.) Based on the most recent branch deposit data provided by the FDIC, we ranked third in deposit share in Collin County, with 9.3% of total deposits, and eleventh in the Dallas/Fort Worth Metropolitan Statistical Area, with 1.1% of total deposits.

Our market area includes a diverse population of management, professional and sales personnel, office employees, manufacturing and transportation workers, service industry workers, government employees and self-employed individuals. The population includes a skilled work force with a wide range of education levels and ethnic backgrounds. Major employment sectors include financial services, manufacturing, education, health and social services, retail trades, transportation and professional services. Twenty-five companies headquartered in the Dallas/Fort Worth Metroplex were listed on the Fortune 500 list for 2009, giving our market area the fourth-highest concentration of such companies among U.S. metropolitan areas. Large employers headquartered in our market area include Exxon Mobil, AT&T, Kimberly-Clark, American Airlines, Centex, J.C. Penney, Dean Foods and Southwest Airlines.

For December 2009, our market area of the Dallas/Fort Worth Metroplex reported an unemployment rate (not seasonally adjusted) of 8.0%, compared to the national average of 9.7% (source is Bureau of Labor Statistics Local Area Unemployment Statistics Unemployment Rates for Metropolitan Areas, using the Dallas-Fort Worth-Arlington, Texas Metropolitan Statistical Area.) Housing prices in our primary market area, the Dallas/Fort Worth Metroplex, have remained relatively stable compared to the national average. From December 2004 to December 2009, the Standards and Poors/Case-Schiller Home Price Index for the Dallas metropolitan area has increased by 1.9%, while the U.S. National Home Price Index has declined by 16.5% during the same period. According to a February 20, 2010, Dallas Morning News article citing the Mortgage Bankers Association’s latest delinquency study, Texas’ mortgage delinquency rate of 10.3% for the fourth quarter of 2009 is slightly less than the national average of 10.4%. However, only 2% of Texas mortgages were in foreclosure during the fourth quarter of 2009, less than half the national average of 4.6%.

Lending Activities

The following table presents information concerning the composition of our loan portfolio in dollar amounts and in percentages (before deductions for deferred fees and discounts and allowances for losses) as of the dates indicated.

		December 31,
		2009								2008								2007								2006								2005
		Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent
		(Dollars in thousands)
Real estate loans:
One- to four- family		$	440,847				39.30	%		$	498,961				39.92	%		$	332,780				36.40	%		$	282,918				29.21	%		$	270,891				25.25	%
Commercial			453,604				40.44				436,483				34.92				251,915				27.56				179,635				18.55				99,334				9.26
Home equity			97,226				8.67				101,021				8.08				85,064				9.31				83,899				8.66				85,365				7.96
Construction			7,074				0.63				503				0.04				225				0.02				5,181				0.54				1,033				0.10
Total real estate loans			998,751				89.04				1,036,968				82.96				669,984				73.29				551,633				56.96				456,623				42.57
Other loans:
Consumer loans:
Automobile indirect			10,711				0.96				38,837				3.11				104,156				11.39				219,147				22.63				364,046				33.94
Automobile direct			57,186				5.10				73,033				5.84				98,817				10.81				151,861				15.68				196,254				18.29
Other secured			12,217				1.09				14,107				1.13				12,626				1.38				14,678				1.52				18,263				1.70
Lines of credit/unsecured			14,781				1.32				15,192				1.21				16,351				1.79				21,284				2.20				28,804				2.68
Total consumer loans			94,895				8.47				141,169				11.29				231,950				25.37				406,970				42.03				607,367				56.61
Commercial non-mortgage			27,983				2.49				71,845				5.75				12,278				1.34				9,780				1.01				8,813				0.82
Total loans			1,121,629				100.00	%			1,249,982				100.00	%			914,212				100.00	%			968,383				100.00	%			1,072,803				100.00	%
Less:
Deferred fees and discounts			(1,160	)							(1,206	)							603								3,576								8,061
Allowance for loan losses			(12,310	)							(9,068	)							(6,165	)							(6,507	)							(7,697	)
Total loans receivable, net		$	1,108,159							$	1,239,708							$	908,650							$	965,452							$	1,073,167
Loans held for sale		$	341,431							$	159,884							$	13,172							$	3,212							$	2,306

The following table shows the composition of our loan portfolio by fixed and adjustable rate as of the dates indicated. Of the $341.4 million of loans held for sale at December 31, 2009, $311.4 million are Purchase Program loans purchased for sale under our standard loan participation agreement. Purchase Program loans adjust with changes to the daily London Interbank Offering Rate (“LIBOR”). These loans have a yield that is based on the daily LIBOR, with a floor of 2.50% per annum, plus a margin rate. The margin rate, which is based on the underlying mortgage loan as contracted and disclosed in the pricing schedule of each Purchase Program client, ranges between 2.00% and 3.00% per annum, which results in a minimum total rate for Purchase Program loans of 4.50%.

		December 31,
		2009								2008								2007								2006								2005
		Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent				Amount				Percent
		(Dollars in thousands)
Fixed rate loans:
Real estate loans:
One- to four- family		$	312,842				27.89	%		$	375,421				30.04	%		$	302,193				33.06	%		$	247,910				25.60	%		$	227,667				21.22	%
Commercial			284,741				25.39				271,830				21.75				179,826				19.67				140,797				14.54				66,622				6.21
Home equity			75,336				6.72				84,124				6.73				70,643				7.73				68,795				7.10				68,050				6.35
Construction			—				—				—				—				—				—				1,660				0.17				30				0.01
Total real estate loans			672,919				60.00				731,375				58.52				552,662				60.46				459,162				47.41				362,369				33.79
Other loans:
Consumer loans:
Automobile indirect			10,711				0.96				38,837				3.11				104,156				11.39				219,115				22.63				364,046				33.94
Automobile direct			57,186				5.10				73,033				5.84				98,817				10.81				151,816				15.68				196,254				18.29
Other secured			4,844				0.43				5,238				0.42				5,454				0.60				7,050				0.73				8,999				0.84
Lines of credit/unsecured			3,361				0.30				3,456				0.27				4,168				0.46				7,652				0.79				11,158				1.04
Total consumer loans			76,102				6.79				120,564				9.64				212,595				23.26				385,633				39.83				580,457				54.11
Commercial non-mortgage			10,901				0.97				10,213				0.82				9,359				1.02				7,979				0.82				5,004				0.47
Total fixed rate loans			759,922				67.76				862,152				68.98				774,616				84.74				852,774				88.06				947,830				88.37
Adjustable rate loans:
Real estate loans:
One- to four- family			128,005				11.41				123,540				9.88				30,587				3.34				35,008				3.61				43,224				4.03
Commercial			168,863				15.05				164,653				13.17				72,089				7.89				38,838				4.01				32,712				3.05
Home equity			21,890				1.95				16,897				1.35				14,421				1.58				15,104				1.56				17,315				1.61
Construction			7,074				0.63				503				0.04				225				0.02				3,521				0.37				1,003				0.09
Total real estate loans			325,832				29.04				305,593				24.44				117,322				12.83				92,471				9.55				94,254				8.78
Other loans:
Consumer loans:
Automobile indirect			—				—				—				—				—				—				32				—				—				—
Automobile direct			—				—				—				—				—				—				45				—				—				—
Other secured			7,373				0.66				8,869				0.71				7,172				0.78				7,628				0.79				9,264				0.86
Lines of credit/unsecured			11,420				1.02				11,736				0.94				12,183				1.33				13,632				1.41				17,646				1.64
Total consumer loans			18,793				1.68				20,605				1.65				19,355				2.11				21,337				2.20				26,910				2.50
Commercial non-mortgage			17,082				1.52				61,632				4.93				2,919				0.32				1,801				0.19				3,809				0.35
Total adjustable rate loans			361,707				32.24				387,830				31.02				139,596				15.26				115,609				11.94				124,973				11.63
Total loans			1,121,629				100.00	%			1,249,982				100.00	%			914,212				100.00	%			968,383				100.00	%			1,072,803				100.00	%
Less:
Deferred fees and discounts			(1,160	)							(1,206	)							603								3,576								8,061
Allowance for loan losses			(12,310	)							(9,068	)							(6,165	)							(6,507	)							(7,697	)
Total loans receivable, net		$	1,108,159							$	1,239,708							$	908,650							$	965,452							$	1,073,167
Loans held for sale		$	341,431							$	159,884							$	13,172							$	3,212							$	2,306

The following schedule illustrates the contractual maturity of our loan portfolio (not including loans held for sale) at December 31, 2009. Mortgages which have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due. The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.

		One- to Four- Family
		and Commercial Real
		Estate								Real Estate Construction								Consumer								Commercial Non-Mortgage								Total
						Weighted								Weighted								Weighted								Weighted								Weighted
Due During Years						Average								Average								Average								Average								Average
Ending December 31,		Amount				Rate				Amount				Rate				Amount				Rate				Amount				Rate				Amount				Rate
		(Dollars in thousands)
2010 1		$	30,349				6.32	%		$	6,195				5.82	%		$	26,554				7.23	%		$	16,252				6.33	%		$	79,350				6.53	%
2011			51,918				6.61				—				—				15,959				7.06				2,388				6.02				70,265				6.69
2012			54,749				6.59				879				6.00				15,577				7.11				2,280				4.64				73,485				6.63
2013 to 2014			101,231				6.76				—				—				32,063				6.62				3,509				6.00				136,803				6.71
2015 to 2019			255,938				6.32				—				—				4,012				7.15				3,348				6.87				263,298				6.34
2020 to 2024			89,839				5.82				—				—				719				8.43				206				5.78				90,764				5.84
2025 and following			407,653				5.83				—				—				11				5.88				—				—				407,664				5.83
Total		$	991,677							$	7,074							$	94,895							$	27,983							$	1,121,629

The total amount of loans due after December 31, 2010, which have predetermined interest rates is $716.2 million. The total amount of loans due after December 31, 2010, which have floating or adjustable interest rates is $326.1 million.

Lending Authority. Residential real estate loans up to $1.5 million may be approved by our Chief Banking Officer. Our Chief Executive Officer may approve loans up to $2.0 million. The management loan committee generally may approve loans up to $5.0 million and may approve Purchase Program relationships up to $20 million. Loans over these amounts must be approved by the Loan Committee of the Board of Directors. Loans outside our general underwriting guidelines must be approved by the Board of Directors.

At December 31, 2009, the maximum amount under federal regulation that we could lend to any one borrower and the borrower’s related entities was approximately $30.2 million. Our five largest lending relationships are with commercial borrowers and totaled $85.2 million in the aggregate, or 7.6% of our $1.12 billion loan portfolio at December 31, 2009. The largest relationship at December 31, 2009 consisted of $18.3 million in two loans secured by three office buildings located in Austin, TX. The next four largest lending relationships at December 31, 2009, were as follows: $17.8 million in two loans secured by four office buildings located in Desoto, TX, and Austin, TX, $16.7 million in three loans secured by six office buildings located in Houston, TX, $16.6 million in two loans secured by one office building located in Shreveport, LA and one industrial building located in Rockford, IL, and $15.8 million in eight loans secured by retail centers located in Gainesville, TX, Abilene, TX, Henderson, TX, Jacksonville, TX, Crockett, TX, and Terrell, TX and a shopping mall located in Nacogdoches, TX. One of the eight loans in this relationship, a retail center located in Abilene with an outstanding principal balance of $955,000, was classified as a “watch” loan at December 31, 2009. This loan was current and performing at December 31, 2009, but was classified due to low occupancy and low debt service coverage. At December 31, 2009, none of the other above referenced loans were classified and all were performing according to their stated terms. At December 31, 2009, we had 55 additional relationships that exceeded $2.0 million, for a total amount of $326.9 million. None of these loans was more than 30 days delinquent at December 31, 2009.

One- to Four-Family Real Estate Lending. We primarily originate loans secured by first mortgages on owner-occupied, one- to four-family residences in our market area. We originate one- to four-family residential mortgage loans through our wholly owned subsidiary, ViewPoint Bankers Mortgage, Inc. (“VPBM”). All of the one- to four-family loans we originate are funded by us and either retained in our portfolio or sold into the secondary market. We sell a majority of our residential mortgage loans on a servicing released basis. See “Loan Originations, Purchases, Sales, Repayments and Servicing.” An evaluation is conducted at the time of origination based on yield, term, price and servicing released premium to determine if the loan is to be sold or retained. Sales of one- to four-family real estate loans can increase liquidity, provide funds for additional lending activities, and generate income.

At December 31, 2009, one- to four-family residential mortgage loans (which included a limited amount of home improvement and construction loans) totaled $447.0 million, or 39.9% of our gross loan portfolio, of which $312.8 million were fixed rate loans and $134.2 million were adjustable rate loans. In 2009, the Company sold $629.9 million, or 90.5%, of the one- to four-family loans it originated to investors. These loans were sold servicing released. The remainder of one- to four-family loans originated were retained in the Company’s loan portfolio.

We generally underwrite one- to four-family owner-occupied loans based on the applicant’s ability to repay. This includes evaluating their employment, credit history and the appraised value of the subject property. We lend up to 95% of the lesser of the appraised value or purchase price for one- to four-family residential loans, and up to 80% for non-owner-occupied residential loans. For certain Federal Housing Administration (“FHA”) loans, we generally lend up to 96.5% with FHA insurance. For loans with a loan-to-value ratio in excess of 80%, we generally require private mortgage insurance in order to mitigate the higher risk level associated with higher loan-to-value loans. Properties securing our one- to four-family loans are appraised by independent fee appraisers who are selected in accordance with industry and regulatory standards. We require our borrowers to obtain title and hazard insurance, and flood insurance, if necessary.

We currently originate one- to four-family mortgage loans on a fixed and adjustable rate basis as consumer demand dictates. Our pricing strategy for mortgage loans includes setting interest rates that are competitive with other local financial institutions and consistent with our asset/liability management objectives. Fixed rate loans secured by one- to four-family residences generally have contractual maturities of up to 30 years and are generally fully amortizing, with payments due monthly.

In 2009, we originated $647.0 million of one- to four-family fixed rate mortgage loans and $48.7 million of one- to four-family adjustable rate mortgage (ARM) loans (which included a limited amount of home improvement and construction loans). All ARM loans are offered with annual adjustments that begin after the initial reset date, which is typically five or seven years, and lifetime rate caps that vary based on the product, generally with a maximum annual rate change of 2.0% and a maximum overall rate change of 6.0%. We use a variety of indices to reprice our ARM loans. As a consequence of using caps, the interest rates on these loans may not be as rate sensitive as our cost of funds. As of December 31, 2009, 81% of our ARM loans will reset in the next five years.

ARM loans generally pose different credit risks than fixed rate loans, primarily because as interest rates rise, the borrower’s payment rises, increasing the potential for default. Our loans, which are generally underwritten using guidelines established by the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”), the U.S. Department of Housing and Urban Development (“HUD”) and other mortgage investors, are readily saleable to investors. Our real estate loans generally contain a “due on sale” clause, allowing us to declare the unpaid principal balance due and payable upon the sale of the security property. In 2009, the average size of our one- to four-family residential loans at origination was approximately $188,000, while the average size of the one- to four-family residential loans in our portfolio at December 31, 2009, was approximately $129,000.

We originate residential construction loans primarily to individuals for the construction and acquisition of personal residences. At December 31, 2009, we had $6.2 million in outstanding balances on residential construction loans with an additional $5.7 million of outstanding commitments to make residential construction loans. Our residential construction loans generally provide for the payment of interest only during the construction phase, which is typically up to 12 months.

At the end of the construction phase, the residential construction loan generally either converts to a longer-term mortgage loan or is paid off through a permanent loan from another lender. Residential construction loans can be made with a maximum loan-to-value ratio of 90%. Before making a commitment to fund a residential construction loan, we require an “as-complete” appraisal of the property by an independent licensed appraiser. We periodically review and inspect each property prior to disbursement of funds during the term of the construction loan. Loan proceeds are disbursed after inspection based on the percentage of completion method.

Residential construction lending is generally considered to involve a higher degree of credit risk than longer-term financing on existing, owner-occupied real estate. Risk of loss on a residential construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimated construction costs are inaccurate, we may be required to advance funds beyond the amount originally committed in order to ensure completion and protect the value of the property. This scenario can also lead to a project that, when completed, has a value that is below the cost of construction.

Purchase Program. Our Purchase Program enables our mortgage banking company customers to close conforming one- to four-family real estate loans in their own name and temporarily finance their inventory of these closed loans until the loans are sold to investors approved by the Company. We initiated the Purchase Program in July 2008 and began funding these types of loans in October 2008. At December 31, 2009, the Purchase Program had 22 clients, compared to eight clients at December 31, 2008. The approved maximum borrowing amounts for our existing Purchase Program clients ranged from $10.0 million to $30.0 million at December 31, 2009. During 2009, the average daily outstanding balance per client was $11.7 million. The underwriting standards for Purchase Program relationships include a minimum tangible net worth of $2.0 million and a requirement for personal guarantees and historical profitability of the mortgage banking company client. Purchase Program fundings, which are made under our standard loan participation agreement, are secured by one- to four-family mortgage loans and are classified as mortgage loans held for sale. This type of lending has a lower risk profile than other one- to four-family loans because the loans are conforming one- to four-family real estate loans that are sold to an approved investor with specific curtailments. If the loan is not sold within 90 days, the mortgage banking company client is required to take back the loan. A significant portion of Purchase Program loan production consists of FHA-insured loans.

At December 31, 2009, Purchase Program loans totaled $311.4 million. During 2009, the Company purchased $5.24 billion in mortgage loans made under these loan participation agreements. Purchase Program loans adjust with changes to the daily LIBOR. These loans have a yield that is based on the daily LIBOR, with a floor of 2.50% per annum, plus a margin rate. The margin rate, which is based on the underlying mortgage loan as contracted and disclosed in the pricing schedule of each Purchase Program client, ranges between 2.00% and 3.00% per annum, which results in a minimum total rate for Purchase Program loans of 4.50%. All loans in this portfolio were performing at December 31, 2009.

Commercial Real Estate Lending. We offer a variety of commercial real estate loans. These loans are generally secured by commercial, income-producing, multi-tenanted properties located in our market area or elsewhere in Texas. These properties include office buildings, retail centers, light industrial facilities, warehouses and multifamily properties. This category also includes small business real estate loans for owner-occupied or single tenant properties. At December 31, 2009, commercial real estate loans (including a limited amount of construction loans) totaled $454.5 million, or 40.5% of our gross loan portfolio. Our commercial real estate loans are originated internally by our Commercial Real Estate Lending and Business Lending departments.

Our loans secured by commercial real estate are generally originated with a fixed interest rate for terms between three and ten years, 25 to 30-year amortization periods and balloon payments due at maturity. Most loans with a fixed interest rate are generally originated with a term of five years or less. Commercial real estate adjustable rate loans generally have fixed rates for the first three to five years, then have a one-time rate adjustment to a new fixed rate for the remaining term (generally an additional three to five years.) Loan-to-value ratios on our commercial real estate loans typically do not exceed 75% of the appraised value of the property securing the loan. At December 31, 2009, the average loan-to-value ratio of our commercial real estate portfolio was 59.3%, using the current loan balances and collateral values at origination (or adjusted values for those properties which have required updated appraisals as a result of loan modification requests or evaluations of classified assets.) Loans for non-owner-occupied properties are generally originated without recourse to the borrower, except in cases of breach of representation, warranty or covenant, and at lower loan-to-value ratios. Loans for owner-occupied or single tenant properties may have higher loan-to-value ratios, but generally require personal recourse. At December 31, 2009, $24.4 million, or 5.4%, of the $454.5 million commercial real estate portfolio was owner-occupied. The below table illustrates our commercial real estate portfolio by collateral type and loan-to-value ratio based on most recent data available.

Property Type		$ Amount				% of Total				LTV
(Dollars in Thousands)
Office		$	200,144				44.12	%			62.1	%
Retail			135,384				29.84				60.7
Industrial			39,456				8.70				60.9
Office/Warehouse			27,698				6.10				63.0
Storage Facility			12,268				2.70				45.9
Mixed Use			9,060				2.00				30.7
Hotel			7,484				1.65				67.2
Medical Office			5,981				1.32				52.7
Mobile Home Park			5,921				1.31				50.8
Multifamily			3,890				0.86				62.3
Church			3,837				0.85				43.1
Other			2,481				0.55				52.2
		$	453,604				100.00	%			59.3	%

Loans secured by commercial real estate are generally underwritten based on the net operating income of the property and the financial strength of the borrower/guarantor. The net operating income, which is the income derived from the operation of the property less all operating expenses, must be sufficient to cover the payments related to the outstanding debt plus an additional coverage requirement. We generally require an assignment of rents and leases to ensure that the cash flow from the property will be used to repay the debt. Appraisals on properties securing commercial real estate loans are performed by independent state certified or licensed fee appraisers. See “Loan Originations, Purchases, Sales, Repayments and Servicing.”

We generally maintain an insurance and/or tax escrow for loans on non-owner-occupied properties; however, we generally do not require them for owner-occupied properties. Loans over $250,000 that are secured by owner-occupied properties are monitored through an insurance tracking service, and the tax information for all commercial real estate loans is pulled annually to ensure that real estate taxes are current. In order to monitor the adequacy of cash flows on income-producing properties, the borrower is generally required to provide annual financial information.

Loans secured by commercial real estate properties generally involve a greater degree of credit risk than one- to four-family residential mortgage loans. These loans typically involve large balances to single borrowers or groups of related borrowers. Because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy. If the cash flow from the property is reduced, or if leases are not obtained or renewed, the borrower’s ability to repay the loan may be impaired. See “Asset Quality — Non-performing Assets.” Our largest commercial real estate lending relationship at December 31, 2009, consisted of two loans that totaled $18.3 million which are secured by three office buildings in Austin, Texas. At December 31, 2009, this relationship was performing in accordance with its terms.

Home Equity Lending. Our home equity loans totaled $97.2 million and comprised 8.7% of our gross loan portfolio at December 31, 2009, including $21.9 million of home equity lines of credit. Most of our home equity loans are secured by Texas real estate. Under Texas law, home equity borrowers are allowed to borrow a maximum of 80% (combined loan-to-value of the first lien, if any, plus the home equity loan) of the fair market value of their primary residence. The same 80% combined loan-to-value maximum applies to home equity lines of credit, which are further limited to 50% of the fair market value of the home. As a result, our home equity loans and home equity lines of credit have low loan-to-value ratios compared to similar loans in other states. Home equity lines of credit are originated with an adjustable rate of interest, based on the Wall Street Journal Prime (“Prime”) rate of interest plus a margin, or with a fixed rate of interest.

Home equity lines of credit have up to a ten year draw period and amounts may be reborrowed after payment at any time during the draw period. Once the draw period has lapsed, the payment is amortized over a ten year period based on the loan balance at that time. At December 31, 2009, unfunded commitments on these lines of credit totaled $19.7 million.

Consumer Lending. We offer a variety of secured consumer loans, including new and used automobile loans, recreational vehicle loans and loans secured by savings deposits. We also offer unsecured consumer loans. We originate our consumer loans primarily in our market areas. At December 31, 2009, our consumer loan portfolio totaled $94.9 million, or 8.5% of our gross loan portfolio.

We originate automobile loans on a direct basis only. Automobile loans totaled $67.9 million at December 31, 2009, or 6.1% of our gross loan portfolio, with $57.2 million in direct loans and $10.7 million in indirect loans. As a result of our conversion from a credit union to a federally chartered savings bank, we have diversified our loan portfolio to become less reliant on automobile loans, leading to the decline in direct and indirect automobile loan balances from prior years. We discontinued our indirect automobile lending program in 2007, and as a result, our indirect automobile loan portfolio has declined by $353.3 million, or 97.1%, since December 31, 2005. New automobile loans may be written for a term of up to six years and have fixed rates of interest. Loan-to-value ratios are up to 110% of the manufacturer’s suggested retail price for new auto loans and of the National Automobile Dealers Association (“NADA”) retail value for used auto loans.

We follow our internal underwriting guidelines in evaluating direct automobile loans, which includes a minimum credit score of 660. Our indirect automobile loans were underwritten by a third party on our behalf, using substantially similar guidelines to our internal guidelines. At December 31, 2009, the average credit score of our automobile portfolio at origination was 735.

We also originate unsecured consumer loans. At December 31, 2009, our unsecured consumer loans totaled $14.8 million, or 1.3% of our gross loan portfolio. These loans have either a fixed rate of interest for a maximum term of 48 months or are revolving lines of credit with an adjustable rate of interest tied to the Prime rate of interest. At December 31, 2009, unfunded commitments on our unsecured lines of credit totaled $42.1 million, and the average outstanding balance on our lines was approximately $4,000.

Consumer loans generally have short terms to maturity, which reduce our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by providing the opportunity to cross-sell additional products.

Consumer loans generally entail greater risk than do one- to four-family residential mortgage loans, particularly in the case of loans that are secured by rapidly depreciable assets, such as automobiles. In the case of automobile loans, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower’s continuing financial stability and, thus, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Commercial Non-Mortgage Lending. At December 31, 2009, commercial non-mortgage loans totaled $28.0 million, or 2.5% of our gross loan portfolio. Our commercial non-mortgage lending activities encompass loans with a variety of purposes and security, including loans to finance business working capital, commercial vehicles and equipment, as well as lines of credit.

Approximately $9.2 million of our commercial non-mortgage loans are unsecured. Our commercial non-mortgage lending policy includes requirements related to credit file documentation and analysis of the borrower’s background, capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of other conditions affecting the borrower. A review of the borrower’s past, present and future cash flows is also an important aspect of our credit analysis. We generally obtain personal guarantees on both our secured and unsecured commercial non-mortgage loans.

Unlike one- to four-family mortgage loans, commercial non-mortgage loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business and, therefore, are of higher credit risk. Commercial non-mortgage loans are generally secured by business assets, such as accounts receivable, inventory, equipment and commercial vehicles. To the extent that the collateral depreciates over time, the collateral may be difficult to appraise and may fluctuate in value based on the specific type of business and equipment used. As a result, the availability of funds for the repayment of commercial non-mortgage loans may be substantially dependent on the success of the business itself (which, in turn, is often dependent in part upon general economic conditions.) The majority of our commercial non-mortgage loans are to borrowers in our market area. We intend to continue our commercial non-mortgage lending within this geographic area. At December 31, 2009, we had 29 commercial non-mortgage loans with outstanding principal balances of greater than $100,000; none of these loans was delinquent or classified at that date.

Warehouse Lines of Credit. From July 2008 to August 2009, we originated warehouse lines of credit to mortgage banking companies in the form of participations in warehouse lines extended by other financial institutions or multi-bank warehouse lending syndications originated in conjunction with other banks. These warehouse lines of credit were classified as secured commercial lines of credit. The income generated by this program assisted in funding our new Purchase Program. As the Purchase Program began to season, we decided to discontinue participating in warehouse lines of credit originated by others and instead focus on serving mortgage banking companies directly though our Purchase Program, due to the added benefits these direct relationships bring.

Loan Originations, Purchases, Sales, Repayments and Servicing

We originate both fixed rate and adjustable rate loans. Our ability to originate loans, however, is dependent upon customer demand for loans in our market area. In addition to interest earned on loans and loan origination fees, we receive fees for loan commitments, late payments and other miscellaneous services. These fees vary from time to time, generally depending on the supply of funds and other competitive conditions in the market. Fees for late payments and other miscellaneous services totaled $628,000, $853,000 and $2.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. The decline in fees for late payments and other services is primarily due to the decline in our consumer lending portfolio.

We also may purchase whole loans and loan participations from other financial institutions. These purchase transactions are governed by participation agreements entered into by the originators and participant (ViewPoint Bank) containing guidelines as to ownership, control and servicing rights, among others. The originators may retain all rights with respect to enforcement, collection and administration of the loan. This may limit our ability to control our credit risk when we purchase participations in these loans. For instance, we may not have direct access to the borrower, and the institution administering the loan may have some discretion in the administration of performing loans and the collection of non-performing loans. At December 31, 2009, approximately $57.8 million, or 5.2% of our total loan portfolio, consisted of purchased loans or loan participations. At December 31, 2009, $41.4 million of purchased loans consisted of one- to four- family real estate loan pools purchased from Bank of America (formerly Countrywide) and Citimortgage (formerly ABN Amro,) while $16.4 million consisted of individual participations in commercial real estate loans. At December 31, 2009, the delinquency percentage for loans 30 to 89 days delinquent for purchased one- to four- family real estate loans was 4.41%, compared to 1.54% for one- to four- family real estate loans originated by the Company.

From time to time we sell non-residential loan participations to private investors, including other banks, thrifts and credit unions (participants). These sales transactions are governed by participation agreements entered into by the originator (ViewPoint Bank) and participants containing guidelines as to ownership, control and servicing rights, among others. We retain servicing rights for these participations sold. These participations are generally sold without recourse, except in cases of breach of representation, warranty or covenant.

We also sell whole residential real estate loans to private investors, such as other banks, thrifts and mortgage companies, subject to a provision for repurchase upon breach of representation, warranty or covenant. These loans are generally sold for cash in amounts equal to the unpaid principal amount of the loans determined using present value yields to the buyer. The sale amounts generally produce gains to us and, on loans sold to Fannie Mae, allow for a servicing fee on loans when the servicing is retained by us. Residential real estate loans are currently being sold on a servicing released basis.

Sales of one- to four- family real estate loans originated by VPBM and participations in commercial real estate loans can be beneficial to us since these sales generally generate income at the time of sale, produce future servicing income on loans where servicing is retained or a servicing release premium when servicing is sold, provide funds for additional lending and other investments, and increase liquidity. The volume of loans sold in 2009 and 2008 increased due to the growth of our Purchase Program and an increase in loans originated and sold by VPBM.

Gains, losses and transfer fees on sales of loans and loan participations are recognized at the time of the sale. Net gains and transfer fees on sales of loans for 2009, 2008, and 2007 were $16.6 million, $9.4 million and $1.3 million, respectively.

The Asset/Liability Management Committee directs the Bank’s mortgage secondary marketing unit to evaluate, in accordance with guidelines, whether to keep loans in portfolio, sell with a servicing release premium, or sell with servicing retained based on price, yield and duration. We held servicing rights of approximately $872,000 at December 31, 2009, and $1.4 million and $1.6 million at December 31, 2008 and 2007, respectively, for loans sold to others. The servicing of these loans generated net servicing fees to us for the years ended December 31, 2009, 2008 and 2007 of $239,000, $252,000 and $305,000, respectively. At December 31, 2009, ViewPoint Bank serviced $395.5 million of loans for others that were not reported as assets. ViewPoint Bank held servicing rights on $145.8 million of these loans. The remaining $249.7 million consisted of mortgage loan portfolios subserviced for third parties; no mortgage servicing asset was recorded related to these loans as ViewPoint Bank does not own such rights.

The following table shows the loan origination, purchase, sales and repayment activities (including loans held for sale) of ViewPoint Bank for the periods indicated.

		Year Ended December 31,
		2009				2008				2007
		(Dollars in thousands)
Originations by type:
Adjustable rate loans:
Real estate loans:
One- to four- family		$	37,998			$	109,124			$	5,975
Construction			10,664				3,753				900
Commercial			7,134				106,756				42,848
Home equity			11,095				8,939				3,064
Total real estate loans			66,891				228,572				52,787
Other loans:
Consumer:
Automobile indirect			—				—				—
Automobile direct			—				—				—
Other secured			3,778				1,278				5,621
Lines of credit/unsecured			617				1,155				703
Total consumer loans			4,395				2,433				6,324
Commercial non-mortgage			38,682	1			105,905	1			4,489
Total adjustable rate loans			109,968				336,910				63,600
Fixed rate loans:
Real estate loans:
One- to four- family			647,014				393,927				121,209
Construction			—				—				—
Commercial			61,019				159,303				75,655
Home equity			12,394				34,599				24,276
Total real estate loans			720,427				587,829				221,140
Other loans:
Consumer:
Automobile indirect			—				—				181
Automobile direct			25,626				31,643				27,216
Other secured			2,680				2,882				2,299
Lines of credit/unsecured			2,556				2,881				2,241
Total consumer loans			30,862				37,406				31,937
Commercial non-mortgage			4,853				8,692				3,767
Total fixed rate loans			756,142				633,927				256,844
Total loans originated			866,110				970,837				320,444
Purchases:
Real estate loans:
One- to four- family			5,242,511	2			296,572	2			44,407
Commercial			—				3,376				1,160
Total loans purchased			5,242,511				299,948				45,567
Sales and Repayments:
Real estate loans:
One- to four- family			5,561,052	2			444,506	2			77,418
Commercial			29,322				30,200				1,128
Other loans:
Consumer			3,418				813				4,012
Total loans sold			5,593,792				475,519				82,558
Principal repayments			461,635				312,784				327,664
Total reductions			6,055,427				788,303				410,222
Increase (decrease) in other items, net			(3,196	)			(4,712	)			(2,631	)
Net increase (decrease)		$	49,998			$	477,770			$	(46,842	)

Asset Quality

When a borrower fails to make a required payment on a residential real estate loan, we attempt to cure the delinquency by contacting the borrower. A late notice is sent 15 days after the due date, and the borrower is contacted by phone beginning 16 days after the due date. When the loan is 31 days past due, a delinquency letter is mailed to the borrower. All delinquent accounts are reviewed by a collector who attempts to cure the delinquency by working with the borrower. When the loan is 50 days past due, the borrower is sent a Notice of Intent to Accelerate via certified mail and regular mail. Between 50 and 90 days past due, a loss mitigation officer reviews the loan to identify possible workout, cure, or loss mitigation opportunities.

If the account becomes 90 days delinquent and an acceptable repayment plan has not been agreed upon, a collection officer will generally refer the account to legal counsel with instructions to prepare a notice of intent to foreclose. The notice of intent to foreclose allows the borrower up to 20 days to bring the account current. If foreclosed, generally we take title to the property and sell it directly using a real estate broker.

Delinquent consumer loans are handled in a similar manner, except that late notices are sent at 10 and 20 days after the due date. Our procedures for repossession and sale of consumer collateral are subject to various requirements under the applicable consumer protection laws as well as other applicable laws and the determination by us that it would be beneficial from a cost basis.

Delinquent commercial non-mortgage loans and loans secured by commercial real estate are initially handled by the loan officer in charge of the loan, who is responsible for contacting the borrower. The collections department also works with the commercial loan officers to see that the necessary steps are taken to collect delinquent loans, while ensuring that standard delinquency notices and letters are mailed to the borrower. No later than 30 days past the due date, a collection officer takes over the loan for further collection activities. In addition, we have a management loan committee that meets as needed and reviews past due and classified commercial real estate loans, as well as other loans that management feels may present possible collection problems. If an acceptable workout of a delinquent commercial loan cannot be reached, we generally initiate foreclosure or repossession proceedings on any collateral securing the loan.

Delinquent Loans. The following table sets forth our loan delinquencies by type, by amount and by percentage of type at December 31, 2009.

		Loans Delinquent For:
		60-89 Days												90 Days and Over												Total Loans Delinquent 60 Days or More
										Percent of												Percent of												Percent of
										Loan												Loan												Loan
		Number				Amount				Category				Number				Amount				Category				Number				Amount				Category
		(Dollars in thousands)
Real estate loans:
One- to four- family			26			$	3,749				0.85	%			30			$	6,080				1.38	%			56			$	9,829				2.23	%
Commercial			—				—				—				1				901				0.20				1				901				0.20
Home equity			6				80				0.08				6				415				0.43				12				495				0.51
Total real estate loans			32				3,829				0.38				37				7,396				0.74				69				11,225				1.12
Other loans:
Consumer loans:
Automobile indirect			9				41				0.38				9				66				0.62				18				107				1.00
Automobile direct			9				51				0.09				7				88				0.15				16				139				0.24
Other secured			1				1				0.01				—				—				—				1				1				0.01
Lines of credit/unsecured			12				34				0.23				20				116				0.78				32				150				1.01
Total consumer loans			31				127				0.13				36				270				0.29				67				397				0.42
Commercial non-mortgage			1				44				0.16				—				—				—				1				44				0.16
Total loans			64			$	4,000				0.36	%			73			$	7,666				0.68	%			137			$	11,666				1.04	%

Non-performing Assets. The table below sets forth the amounts and categories of non-performing assets in our loan portfolio. Loans are placed on nonaccrual status when the collection of principal and/or interest becomes doubtful or other factors involving the loan warrant placing the loan on nonaccrual status. Troubled debt restructurings, which are accounted for under ASC 310-40, are loans which have renegotiated loan terms to assist borrowers who are unable to meet the original terms of their loans. Such modifications to loan terms may include a lower interest rate, a reduction in principal, or a longer term to maturity. All troubled debt restructurings are initially classified as nonaccruing loans, regardless of whether the loan was performing at the time it was restructured. Once a troubled debt restructuring has performed according to its modified terms for six months and the collection of principal and interest under the revised terms is deemed probable, the Company removes the troubled debt restructuring from nonaccrual status. When the loan has performed according to its modified terms for one year, it is no longer considered a troubled debt restructuring. At December 31, 2009, $4.8 million of troubled debt restructurings were classified as nonaccrual, including $4.7 million of commercial real estate loans.

		Year Ended December 31,
		2009				2008				2007				2006				2005
		(Dollars in thousands)
Nonaccruing loans:
One- to four- family real estate		$	6,151			$	1,423			$	689			$	—			$	139
Commercial real estate			4,682				—				989				—				—
Home equity			418				173				22				72				77
Automobile indirect			124				190				185				207				1,084
Automobile direct			136				124				86				145				223
Consumer other secured			4				5				1				—				903
Consumer lines of credit/unsecured			116				128				63				177				136
Commercial non-mortgage			44				174				67				703				30
Total			11,675				2,217				2,102				1,304				2,592
Accruing loans more than 90 days delinquent:
Automobile direct			—				—				—				30				—
Total			—				—				—				30				—
Troubled debt restructurings:
One- to four- family real estate			343				93				—				—				—
Commercial real estate			—				1,796				—				—				—
Home equity			113				67				—				—				—
Automobile indirect			162				231				607				592				—
Automobile direct			185				209				759				1,365				1,669
Consumer other secured			—				—				5				4				86
Consumer lines of credit/unsecured			96				132				40				76				248
Commercial non-mortgage			79				—				—				—				—
Total			978				2,528				1,411				2,037				2,003
Foreclosed assets:
One- to four- family real estate			462				718				615				460				50
Commercial real estate			3,455				843				—				—				—
Automobile indirect			—				56				212				146				310
Automobile direct			—				24				13				45				159
Other consumer			—				3				—				—				—
Commercial non-mortgage			—				—				—				4				—
Total			3,917				1,644				840				655				519
Total non-performing assets		$	16,570			$	6,389			$	4,353			$	4,026			$	5,114
Total non-performing assets as a percentage of total assets			0.70	%			0.29	%			0.26	%			0.26	%			0.36	%
Total non-performing loans as a percentage of total loans			1.13	%			0.38	%			0.38	%			0.35	%			0.43	%