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8-K - FORM 8-K--INDEPENDENT BANK GROUP RELEASES SECOND QUARTER EARNINGS - Independent Bank Group, Inc.form8-kindependentbankgrou.htm
            

Exhibit 99.1

Press Release
For Immediate Release

         
    


Independent Bank Group Reports
Second Quarter Financial Results

McKINNEY, Texas, July 30, 2013 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income of $5.9 million, or $0.49 per diluted share, for the quarter ended June 30, 2013 compared to pro forma after tax net income of $3.8 million, or $0.46 per diluted share, for the quarter ended March 31, 2013 and $2.6 million, or $0.33 per diluted share, for the quarter ended June 30, 2012. Prior to April 1, 2013 and the initial public offering, the Company was an S corporation and did not incur federal income tax expense. As a result, pro forma adjustments have been provided for comparability.

Independent Bank Group Chairman and Chief Executive Officer David R. Brooks said, “We are very pleased with our results for the second quarter. Loans and deposits have continued to grow and earnings have remained strong. We continue to execute on our plan in a very competitive environment.”

Highlights:

On a core pre-tax, pre-provision earnings basis, second quarter 2013 net income was $7.2 million compared to $6.5 million for first quarter 2013 and compared to $5.3 million for second quarter 2012.
Loans held for investment grew at an annual rate of 27.2% in the second quarter and 21.0% for the first six months of 2013.
Continued strong asset quality, as reflected by nonperforming assets to total assets ratio of 1.27%, a nonperforming loans to total loans ratio of 0.43%, and an annualized net charge-offs to average loans ratio of 0.08% at June 30, 2013.
On a core basis, net interest income was $18.0 million for the second quarter 2013 compared to $17.1 million for the first quarter 2013 and $14.3 million for the second quarter 2012.
The efficiency ratio improved to 65.0% compared to 67.5% for first quarter 2013 and 72.8% for second quarter 2012.
On July 19, 2013, the Company announced the acquisition of Collin Bank, a commercial bank located on the Dallas North Tollway in Collin County with total assets of $204.1 million as of March 31, 2013.

Second Quarter 2013 Results:

Earnings Remain Solid

Earnings continued to be strong during the quarter due to strong loan growth and continuing improvement in the efficiency ratio. Mr. Brooks noted, “The significant increase in interest-earning assets, fueled by our loan growth, enabled us to absorb compression in our net interest margin and report very solid earnings for the second quarter.”

Net Interest Income

Net interest income was $17.9 million for second quarter 2013 compared to $18.2 million for first quarter 2013 and $14.3 million for second quarter 2012. Excluding recognition of income from the repayment of acquired loans and a $223,000 write-off of unamortized debt origination costs related to previously issued warrants, the amounts were $18.0 million, $17.1 million and $14.3 million, respectively.
Net interest margin was 4.16% for second quarter 2013 compared to 4.68% for first quarter 2013 and 4.38% for second quarter 2012. Excluding recognition of income from the repayment of acquired loans and the write-off of unamortized debt origination costs related to previously issued warrants, the net interest margin was 4.20% for second quarter 2013 compared to 4.40% for first quarter 2013 and 4.38% for second quarter 2012.
The yield on interest-earning assets was 4.92% for second quarter 2013 compared to 5.50% for first quarter 2013 and 5.43% for second quarter 2012. The earning assets yield was affected by the investment of the proceeds of the initial public offering in lower yielding assets pending deployment for acquisitions. The yield was also affected by a 16 basis point decline in loan yields, reflecting the competitive nature of our markets and a 29 basis point decline in acquired loan accretion in the second quarter.
The average balance of total interest-earning assets grew by $141.2 million, or 8.9% (35.9% on an annualized basis), from the end of first quarter 2013 and totaled $1.721 billion compared to $1.579 billion at March 31, 2013 and compared to $1.313 billion at June 30, 2012. The second quarter increase in average interest-earning assets is due to a $98.4 million increase in loans and $67.7 million in retained proceeds from the initial public offering after the repayment of $19.1 million of indebtedness. The year over year increase in interest-earning assets is due, in part, to the acquisition completed in the fourth quarter of 2012 as well as the retained proceeds from the initial public offering.



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Noninterest Income

Total noninterest income increased $306 thousand compared to first quarter 2013 and increased $1.1 million compared to second quarter 2012.
The increase in noninterest income compared to first quarter 2013 is the result of a $71 thousand increase in service charges collected on deposit accounts, a $31 thousand increase in mortgage fee income and a $148 thousand gain recognized on the sale of other real estate in the second quarter compared to only a $25 thousand gain in the first quarter.
The increase in noninterest income compared to second quarter 2012 reflects an increase of $372 thousand in deposit service fees, a $203 thousand increase in mortgage fee income, and the $148 thousand gain recognized on the sale of other real estate. In addition, there was a $346 thousand loss on the sale of premises and equipment in the second quarter of 2012 compared to only a $2 thousand loss on premises and equipment in the second quarter of 2013.

Noninterest Expense

Total noninterest expense decreased $539 thousand compared to first quarter 2013 and increased $1.8 million compared to second quarter 2012.
The decrease in noninterest expense compared to first quarter 2013 is due to a reimbursement of the FDIC prepaid assessment, resulting in a reduction of FDIC insurance expense for the quarter and year to date. In addition, other real estate impairment was only $15 thousand compared to $448 thousand in the first quarter 2013. These reductions in expense were partially offset by increases in salary, occupancy and other expenses during the second quarter 2013 compared to the previous linked quarter.
The increase in noninterest expense compared to the prior year period is primarily related to increases in compensation and occupancy expenses resulting from the acquisition completed in October 2012, the hiring of new lending teams and the opening of the Dallas and Austin branches.

Provision for Loan Losses

Provision for loan loss expense was $1.079 million for the quarter, an increase of $49 thousand compared to $1.030 million for first quarter 2013 and an increase of $412 thousand compared to $667 thousand during second quarter 2012. This increase was to properly reserve for the growth in the loan portfolio during the quarter.
The allowance for loan losses was $12.8 million, or 198.14% and 0.84% of nonperforming loans and total loans, respectively, at June 30, 2013, compared to $12.0 million, or 209.73% and 0.85% of nonperforming loans and total loans, respectively, at March 31, 2013, and compared to $9.9 million, or 103.63% and 0.84% of nonperforming loans and total loans, respectively, at June 30, 2012.

Income Taxes

The Company became a C corporation on April 1, 2013 and its results of operations now include federal income tax expense. Federal tax expense of $2.0 million was recorded for the quarter ended June 30, 2013, an effective rate of 32.8%. If the Company had been a C corporation in the first quarter 2013 and the second quarter of 2012, we estimate that our effective tax rate for those quarters would have been 32.8% and 30.1%, respectively.
In connection with the change in tax status on April 1, 2013, the Company recorded a deferred tax asset as of that date which resulted in a one time credit to federal income tax expense of $1.8 million. On a pro forma basis, after tax net income would have been $4.1 million for the quarter ended June 30, 2013 compared to pro forma after tax net income of $3.8 million for the quarter ended March 31, 2013 and $2.6 million for the quarter ended June 30, 2012 had the Company not recorded this credit.


Second Quarter 2013 Balance Sheet Highlights

Continued Growth

The Company’s underlying organic growth continued during the quarter and for the year. Overall asset quality remains strong and the Company remains well capitalized. Mr. Brooks stated, “We are beginning to recognize significant organic loan growth resulting from the addition of new lending teams associated with our Dallas and Austin locations.” Brooks continued, “Credit quality continues to be the foundation of our Company with all metrics remaining at historically low levels.”

Loans

Total loans held for investment were $1.512 billion at June 30, 2013 compared to $1.416 billion at March 31, 2013 and compared to $1.180 billion at June 30, 2012. This represented a 6.8% increase (27.2% on an annualized basis) since the previous quarter end and a 28.2% increase since June 30, 2012.
Since June 30, 2012, loan growth has been centered in commercial real estate loans ($190 million), C&I loans ($82 million), and residential real estate loans ($43 million).
Continued focus on commercial lending increased the C&I portfolio from $169.9 million (12.3% of total loans) at December 31, 2012 to $200.8 million (13.2% of total loans) at June 30, 2013.


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Asset Quality

Total nonperforming assets remained low and stable at $24.3 million, or 1.27% of total assets at June 30, 2013, compared to $23.9 million, or 1.35% of total assets at March 31, 2013 and compared to $34.0 million, or 2.30% of total assets at June 30, 2012.
Total nonperforming loans increased slightly to $6.4 million, or 0.43% of total loans at June 30, 2013, compared to $5.7 million, or 0.40% of total loans at March 31, 2013, and compared to $9.5 million, or 0.81% of total loans at June 30, 2012.

Deposits and Borrowings

Total deposits were $1.485 billion at June 30, 2013 compared to $1.415 billion at March 31, 2013 and compared to $1.202 billion at June 30, 2012.
The average cost of interest bearing deposits declined by three basis points during the second quarter to 0.58% compared to 0.61% during first quarter 2013 and by 28 basis points compared to 0.86% during the second quarter 2012.
Total borrowings (other than junior subordinated debentures) were $181.1 million at June 30, 2013, a decrease of $19.1 million from March 31, 2013 and an increase of $35.7 million from June 30, 2012.
Total borrowings declined during the second quarter 2013 due to the repayment of senior debt of $11.6 million, Adriatica debt of $3.5 million and subordinated debt of $4.0 million in April 2013. The unamortized debt origination costs of $223 thousand associated with warrants issued in 2009 related to the subordinated debt repaid and were fully expensed during the second quarter.

Capital

The tangible common equity to tangible assets and the Tier 1 capital to average assets ratios were 9.74% and 10.91%, respectively, at June 30, 2013 compared to 5.33% and 6.29%, respectively, at March 31, 2013 and 5.68% and 6.91%, respectively, at June 30, 2012. The total stockholders’ equity to total assets ratio was 11.24%, 7.04%, 7.45% at June 30, 2013, March 31, 2013 and June 30, 2012, respectively. The increase in capital ratios was due primarily to the capital received from the initial public offering.
Book value and tangible book value per common share were $17.75 and $15.13, respectively, at June 30, 2013 compared to $15.01 and $11.16, respectively, at March 31, 2013 and $14.02 and $10.50, respectively, at June 30, 2012.
Return on average assets and return on average equity (on an annualized basis) were 1.25% and 11.11%, respectively, for second quarter 2013 compared to pro forma after tax returns of 0.89% and 12.43%, respectively, for first quarter 2013 and 0.69% and 9.52%, respectively, for second quarter 2012. On a core pre-tax, pre-provision earnings basis, return on average assets and return on average equity (on an annualized basis) were 1.54% and 13.63%, respectively, for second quarter 2013 compared to 1.52% and 21.14%, respectively, for first quarter 2013 and 1.44% and 19.83%, respectively, for second quarter 2012.


Collin Bank Acquisition

On July 19, 2013, the Company announced the execution of a definitive agreement to acquire Collin Bank, Plano, Texas (“Collin Bank”), a Texas state chartered bank with total assets of $204.1 million, total deposits of $161.9 million, and total equity capital of $25.8 million as of March 31, 2013. Collin Bank is a full service commercial bank with one office located on the Dallas North Tollway.

Mr. Brooks stated “We are pleased to announce the first acquisition following our initial public offering. Acquisitions within our existing markets are a component of our growth strategy and this one adds to our presence in Collin County, one of the most affluent counties in Texas. Collin Bank has a proven record of loan growth with a good deposit base. Additionally, the acquisition will provide us with a prominent location on the Dallas North Tollway, which will allow us to consolidate our current Plano office and lending team with the Collin Bank location serving as a stronger platform to grow additional loans and deposits in the Dallas/North Texas Region.”

Under the terms of the definitive agreement, Collin Bank shareholders will receive approximately $10.00 per share for each outstanding share of Collin Bank common stock. Approximately 65% of the consideration is payable in cash and 35% is payable in shares of Company common stock, subject to a maximum issuance of 300,000 shares and other related adjustments, with the exchange ratio set three days prior to the closing by utilizing the average share price of Company common stock over a twenty day trading period.
Based on the number of shares of Collin Bank stock outstanding, the amount of total consideration to be paid by the Company is currently valued at approximately $29.1 million. The acquisition is expected to be accretive to earnings per share immediately and slightly accretive to tangible book value at closing.
The merger has been approved by the Boards of Directors of both companies and is expected to close during the fourth quarter of 2013, although delays may occur. The transaction is subject to certain conditions, including the approval by Collin Bank’s shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the first quarter of 2014.


About Independent Bank Group
Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates 29 banking offices in 26 communities in two market regions located in the Dallas/Fort Worth metropolitan area and the greater Austin area. As of June 30, 2013, Independent Bank Group had total assets of $1.906 billion, total loans of $1.520 billion and total deposits of $1.485 billion.

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Conference Call

A conference call covering Independent Bank Group’s quarter earnings announcement will be held today, Tuesday, July 30, at 7:30 a.m. (CST) and can be accessed by calling 1-877-303-7611 and by identifying the conference ID number 93877540. A recording of the conference call will be available from July 30, 2013 through August 6, 2013 by calling 1-800-585-8367 and by identifying the conference ID number 93877540.

Forward-Looking Statements

From time to time, our comments and releases may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements can be identified by words such as “believes,” “anticipates,” “expects,” “forecast,” “guidance,” “intends,” “targeted,” “continue,” “remain,” “should,” “may,” “plans,” “estimates,” “will,” “will continue,” “will remain,” variations on such words or phrases, or similar references to future occurrences or events in future periods; however, such words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items; (ii) statements of plans, objectives, and expectations of Independent Bank Group or its management or Board of Directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Forward-looking statements are based on Independent Bank Group’s current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Independent Bank Group’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: (1) local, regional, national, and international economic conditions and the impact they may have on us and our customers and our assessment of that impact; (2) volatility and disruption in national and international financial markets; (3) government intervention in the U.S. financial system, whether through changes in the discount rate or money supply or otherwise; (4) changes in the level of non-performing assets and charge-offs; (5) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (6) adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio; (7) inflation, deflation, changes in market interest rates, developments in the securities market, and monetary fluctuations; (8) the timely development and acceptance of new products and services and perceived overall value of these products and services by customers; (9) changes in consumer spending, borrowings, and savings habits; (10) technological changes; (11) the ability to increase market share and control expenses; (12) changes in the competitive environment among banks, bank holding companies, and other financial service providers; (13) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities, and insurance) with which we and our subsidiaries must comply; (14) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters; (15) the costs and effects of legal and regulatory developments including the resolution of legal proceedings; and (16) our success at managing the risks involved in the foregoing items and (17) the other factors that are described in the Company’s Form 10-Q for the quarter ended March 31, 2013 under the heading “Risk Factors” and other reports and statements filed by the Company with the SEC. Any forward-looking statement made by the Company in this release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this press release contains certain non-GAAP financial measures. These measures and ratios include “core pre-provision earnings”, “tangible book value”, “tangible book value per common share”, “core efficiency ratio”, “Tier 1 capital to average assets”, “Tier 1 capital to risk weighted assets”, “tangible common equity to tangible assets”, “net interest margin excluding purchase accounting accretion”, “adjusted return on average assets” and “adjusted return on average equity” and are supplemental measures that are not required by, or are not presented in accordance with, accounting principles generally accepted in the United States. We consider the use of select non-GAAP financial measures and ratios to be useful for financial operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

We believe that these measures provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however we acknowledge that our non‑GAAP financial measures have a number of limitations relative to GAAP financial measures. Certain non-GAAP financial measures exclude items of income, expenditures, expenses, assets, or liabilities, including provisions for loan losses and the effect of goodwill, core deposit intangibles and income from accretion on acquired loans arising from purchase accounting adjustments, that we believe cause certain aspects of our results of operations or financial condition to be not indicative of our primary operating results. All of these items significantly impact our financial statements. Additionally, the items that we exclude in our adjustments are not necessarily consistent with the items that our peers may exclude from their results of operations and key financial measures and therefore may limit the comparability of similarly named financial measures and ratios. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

A reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statements tables.


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Contacts:

Analysts/Investors:
Torry Berntsen
President and Chief Operating Officer
(972) 562-9004
tberntsen@independent-bank.com
Michelle Hickox
Executive Vice President and Chief Financial Officer
(972) 562-9004
mhickox@independent-bank.com

Media:
Eileen Ponce
Marketing Director
(469) 742-9437
eponce@independent-bank.com



Source: Independent Bank Group, Inc.










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Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
Consolidated Selected Financial Data 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013, March 31, 2013, December 31, 2012 and June 30, 2012
 
 
 
 
(Dollars in thousands, except for per share data)
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
As of and for the Three Months Ended
 
 
June 30,
March 31,
December 31,
 
June 30,
 
 
2013
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Income Statement Data
 
 
 
 
 
 
 
 
Interest income
 
$
21,105

 
$
21,421

 
$
20,214

 
$
17,716

Interest expense
 
3,255

 
3,206

 
3,423

 
3,411

   Net interest income
 
17,850

 
18,215

 
16,791

 
14,305

Provision for loan losses
 
1,079

 
1,030

 
929

 
667

    Net interest income after provision for loan losses
 
16,771

 
17,185

 
15,862

 
13,638

Noninterest income
 
2,732

 
2,426

 
3,556

 
1,634

Noninterest expense
 
13,384

 
13,923

 
13,329

 
11,601

   Net income
 
5,874

 
5,688

 
6,089

 
3,671

Proforma net income-after tax (2)
 
4,114

 
3,822

 
4,256

 
2,566

Core net interest income (1)
 
18,034

 
17,147

 
16,656

 
14,303

Core Pre-Tax Pre-Provision Earnings (1)
 
7,246

 
6,499

 
6,392

 
5,346

 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
Basic
 
$
0.49

 
$
0.69

 
$
0.74

 
$
0.47

Diluted
 
0.49

 
0.68

 
0.74

 
0.47

Pro forma earnings (after tax):
 
 
 
 
 
 
 
 
Basic (2)
 
0.34

 
0.46

 
0.50

 
0.33

Diluted (2)
 
0.34

 
0.46

 
0.50

 
0.33

Dividends
 

 
0.65

 
0.38

 
0.24

Book value
 
17.75

 
15.01

 
15.06

 
14.02

Tangible book value  (1)
 
15.13

 
11.16

 
11.19

 
10.50

Common shares outstanding
 
12,064,967

 
8,269,707

 
8,269,707

 
7,842,288

 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 
 
 
 
 
Total assets
 
$
1,905,851

 
$
1,764,134

 
$
1,740,060

 
$
1,476,554

Cash and cash equivalents
 
126,519

 
80,890

 
102,290

 
50,129

Securities available for sale
 
110,932

 
114,540

 
113,355

 
95,746

Loans, held for sale
 
8,458

 
6,090

 
9,162

 
5,704

Loans, held for investment
 
1,511,915

 
1,415,906

 
1,369,514

 
1,179,665

Allowance for loan losses
 
12,762

 
11,984

 
11,478

 
9,894

Goodwill and core deposit intangible
 
31,641

 
31,817

 
31,993

 
27,628

Other real estate owned
 
8,182

 
8,459

 
6,819

 
8,696

Adriatica real estate owned
 
9,656

 
9,724

 
9,727

 
9,727

Noninterest-bearing deposits
 
261,618

 
243,235

 
259,664

 
190,612

Interest-bearing deposits
 
1,223,511

 
1,171,864

 
1,131,076

 
1,011,153

Borrowings (other than junior subordinated debentures)
 
181,094

 
200,234

 
201,118

 
145,411

Junior subordinated debentures
 
18,147

 
18,147

 
18,147

 
14,538

Total stockholders' equity
 
214,182

 
124,142

 
124,510

 
109,951


6

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
Consolidated Selected Financial Data 
 
 
 
 
Three months ended June 30, 2013, March 31, 2013, December 31, 2012 and June 30, 2012
 
 
 
 
(Dollars in thousands, except for per share data)
 
 
 
 
(Unaudited)
 
 
 
 
 
 
As of and for the Six Months Ended
 
 
June 30,
March 31,
December 31,
 
June 30,
 
 
2013
2012
 
 
 
 
 
 
 
 
 
Selected Performance Metrics
 
 
 
 
 
 
 
 
Return on average assets
 
1.25
%
 
1.33
%
 
1.43
%
 
0.99
%
Return on average equity
 
11.11

 
18.49

 
20.00

 
13.62

Pro forma return on average assets (2)
 
0.88

 
0.89

 
1.00

 
0.69

Pro forma return on average equity (2)
 
7.78

 
12.43

 
13.98

 
9.52

Adjusted return on average assets (1)
 
1.54

 
1.52

 
1.50

 
1.44

Adjusted return on average equity (1)
 
13.63

 
21.14

 
20.99

 
19.83

Net interest margin
 
4.16

 
4.68

 
4.41

 
4.38

Adjusted net interest margin (3)
 
4.20

 
4.40

 
4.35

 
4.38

Efficiency ratio
 
65.03

 
67.45

 
65.41

 
72.78

Core efficiency ratio (1)
 
64.98

 
66.80

 
66.30

 
67.15

 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
 
1.27
%
 
1.35
%
 
1.59
%
 
2.30
%
Nonperforming loans to total loans
 
0.43

 
0.40

 
0.81

 
0.81

Allowance for loan losses to non-performing loans
 
198.14

 
209.73

 
104.02

 
103.63

Allowance for loan losses to total loans
 
0.84

 
0.85

 
0.84

 
0.84

Net charge-offs to average loans outstanding (annualized)
 
0.08

 
0.15

 
0.10

 
0.04

 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
Tier 1 capital to average assets
 
10.91
%
 
6.29
%
 
6.45
%
 
6.91
%
Tier 1 capital to risk-weighted assets (1)
 
13.80

 
8.01

 
8.22

 
8.35

Total capital to risk-weighted assets
 
15.69

 
10.20

 
10.51

 
10.58

Total stockholders' equity to total assets
 
11.24

 
7.04

 
7.16

 
7.45

Tangible common equity to tangible assets (1)
 
9.74

 
5.33

 
5.42

 
5.68

 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Income tax expense calculated using effective tax rate as if the Company had been a C corporation for the periods presented prior to second quarter 2013 (32.8%, 30.1% and 30.1%, respectively). The three months ended June 30, 2013 excludes $1,760 tax credit related to the initial recording of the deferred tax asset.
(3) Excludes income recognized on acquired loans of $77, $1,068, $135, and $2, respectively and the recognition of a $223 expense related to the write-off of previously issued warrants related to subordinated debt retired in the second quarter of 2013.


7

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
 
 
 
 
Consolidated Statements of Income
 
 
 
 
 
 
 
 
Three and six months ended June 30, 2013 and June 30, 2012
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
   
 
Three months ended June 30,
 
Six months ended June 30,
   
 
2013
 
2012
 
2013
 
2012
Interest income:
 
 
 
 
 
   
 
   
Interest and fees on loans
 
$
20,448

 
$
17,107

 
$
41,207

 
$
32,006

Interest on taxable securities
 
308

 
313

 
641

 
660

Interest on nontaxable securities
 
258

 
200

 
507

 
399

Interest on federal funds sold and other
 
91

 
96

 
171

 
157

Total interest income
 
21,105

 
17,716

 
42,526

 
33,222

Interest expense:
 
 
 
 
 
    
 
    
Interest on deposits
 
1,733

 
2,167

 
3,461

 
4,301

Interest on FHLB advances
 
828

 
595

 
1,656

 
1,087

Interest on notes payable and other borrowings
 
558

 
524

 
1,073

 
974

Interest on junior subordinated debentures
 
136

 
125

 
271

 
253

Total interest expense
 
3,255

 
3,411

 
6,461

 
6,615

Net interest income
 
17,850

 
14,305

 
36,065

 
26,607

Provision for loan losses
 
1,079

 
667

 
2,109

 
1,242

Net interest income after provision for loan losses
 
16,771

 
13,638

 
33,956

 
25,365

Noninterest income:
 
 
 
 
 
    
 
    
Service charges on deposit accounts
 
1,210

 
838

 
2,349

 
1,647

Mortgage fee income
 
1,097

 
894

 
2,163

 
1,857

Gain (loss) on sale of other real estate
 
148

 
9

 
173

 
(44
)
Loss on sale of securities available for sale
 

 

 

 
(3
)
Loss on sale of premises and equipment
 
(2
)
 
(346
)
 
(1
)
 
(345
)
Increase in cash surrender value of BOLI
 
79

 
81

 
160

 
163

Other
 
200

 
158

 
314

 
250

Total noninterest income
 
2,732

 
1,634

 
5,158

 
3,525

Noninterest expense:
 
 
 
 
 
    
 
    
Salaries and employee benefits
 
7,964

 
6,417

 
15,712

 
12,257

Occupancy
 
2,298

 
1,824

 
4,445

 
3,494

Data processing
 
316

 
292

 
612

 
559

FDIC assessment
 
(258
)
 
214

 
(12
)
 
413

Advertising and public relations
 
188

 
185

 
404

 
339

Communications
 
338

 
335

 
678

 
643

Net other real estate owned expenses (including taxes)
 
91

 
68

 
257

 
141

Operations of IBG Adriatica, net
 
175

 
228

 
372

 
528

Other real estate impairment
 
15

 
56

 
463

 
56

Core deposit intangible amortization
 
176

 
169

 
352

 
311

Professional fees
 
293

 
205

 
565

 
448

Acquisition expense, including legal
 
(9
)
 
389

 
128

 
605

Other
 
1,797

 
1,219

 
3,331

 
2,301

Total noninterest expense
 
13,384

 
11,601

 
27,307

 
22,095

Income before taxes
 
6,119

 
3,671

 
11,807

 
6,795

Income tax expense
 
245

 

 
245

 

Net income
 
$
5,874

 
$
3,671

 
$
11,562

 
$
6,795

Pro Forma:
 
 
 
 
 
 
 
 
Income tax expense
 
2,005

 
1,105

 
3,871

 
2,045

Net income
 
$
4,114

 
$
2,566

 
$
7,936

 
$
4,750


8

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
Consolidated Balance Sheets
 
 
 
As of June 30, 2013, June 30, 2012 and December 31, 2012
 
 
 
(Dollars in thousands, except share information)
 
 
 
(Unaudited)
 
 
 
   
June 30,
June 30,
December 31,
 
2013
2012
2012
Assets
   
 
   
Cash and due from banks
$
21,444

$
18,654

$
30,920

Federal Reserve Excess Balance Account (EBA)
70,075

31,475

71,370

Federal funds sold
35,000



Cash and cash equivalents
126,519

50,129

102,290

Certificates of deposit held in other banks
3,785

15,683

7,720

Securities available for sale (amortized cost of $113,704 and $110,777, respectively)
110,932

95,746

113,355

Loans held for sale
8,458

5,704

9,162

Loans, net of allowance for loan losses of $12,762 and $11,478, respectively
1,499,153

1,169,771

1,358,036

Premises and equipment, net
73,620

60,803

70,581

Other real estate owned
8,182

8,696

6,819

Adriatica real estate
9,656

15,779

9,727

Goodwill
28,742

24,178

28,742

Core deposit intangible, net
2,899

3,450

3,251

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
8,317

5,674

8,165

Bank-owned life insurance (BOLI)
11,084

10,760

10,924

Deferred tax asset
3,444



Other assets
11,060

10,181

11,288

           Total assets
$
1,905,851

$
1,476,554

$
1,740,060

Liabilities and Stockholders’ Equity
    
 
    
Deposits:
    
 
    
   Noninterest-bearing
261,618

190,612

259,664

   Interest-bearing
1,223,511

1,011,153

1,131,076

           Total deposits
1,485,129

1,201,765

1,390,740

FHLB advances
164,529

104,697

164,601

Notes payable

23,986

15,729

Other borrowings
16,565

16,728

20,788

Junior subordinated debentures
18,147

14,538

18,147

Other liabilities
7,299

4,889

5,545

           Total liabilities
1,691,669

1,366,603

1,615,550

Commitments and contingencies
    
 
    
Stockholders’ equity:
    
 
    
Common stock (12,064,967 and 8,278,354 shares outstanding, respectively)
121

79

83

Additional paid-in capital
209,396

79,626

88,791

Retained earnings
5,874

28,084

33,290

Treasury stock, at cost (0 and 8,647 shares, respectively)

(24
)
(232
)
Accumulated other comprehensive income
(1,209
)
2,186

2,578

Total stockholders’ equity
214,182

109,951

124,510

            Total liabilities and stockholders’ equity
$
1,905,851

$
1,476,554

$
1,740,060

 
 
 
 


9

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
 
 
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
 
 
 
 
 
 
Three months ended June 30, 2013 and June 30, 2012
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
The analysis below shows average interest earning assets and interest bearing liabilities together with the average yield on the interest earning assets and the average cost of the interest bearing liabilities for the periods presented.
 
For The Three Months Ended June 30,
 
2013
2012
 
 
Average
 
 
 
 
 
Average
 
 
 
 
 
 
Outstanding
 
 
 
Yield/
 
Outstanding
 
 
 
Yield/
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
1,469,684

 
$
20,448

 
5.58
%
 
$
1,147,876

 
$
17,107

 
5.99
%
Taxable securities
 
81,385

 
308

 
1.52

 
68,593

 
313

 
1.84

Nontaxable securities
 
32,671

 
258

 
3.17

 
22,572

 
200

 
3.56

Federal funds sold and other
 
136,851

 
91

 
0.27

 
73,916

 
96

 
0.52

Total interest-earning assets
 
1,720,591

 
$
21,105

 
4.92

 
1,312,957

 
$
17,716

 
5.43

Noninterest-earning assets
 
157,036

 
 
 
 
 
177,273

 
 
 
 
Total assets
 
$
1,877,627

 
 
 
 
 
$
1,490,230

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Checking accounts
 
720,363

 
963

 
0.54

 
578,164

 
1,164

 
0.81

Savings accounts
 
112,532

 
94

 
0.34

 
109,881

 
179

 
0.66

Limited access money market accounts
 
55,441

 
40

 
0.29

 
35,426

 
37

 
0.42

Certificates of deposit
 
320,139

 
636

 
0.80

 
290,586

 
787

 
1.09

Total deposits
 
1,208,475

 
1,733

 
0.58

 
1,014,057

 
2,167

 
0.86

FHLB advances
 
164,542

 
828

 
2.02

 
101,976

 
595

 
2.35

Notes payable and other borrowings
 
17,651

 
558

 
12.68

 
41,472

 
524

 
5.08

Junior subordinated debentures
 
18,147

 
136

 
3.01

 
14,538

 
125

 
3.46

Total interest-bearing liabilities
 
1,408,815

 
3,255

 
0.93

 
1,172,043

 
3,411

 
1.17

Noninterest-bearing checking accounts
 
249,838

 
 
 
 
 
201,307

 
 
 
 
Noninterest-bearing liabilities
 
6,840

 
 
 
 
 
8,460

 
 
 
 
Stockholders' equity
 
212,134

 
 
 
 
 
108,420

 
 
 
 
Total liabilities and equity
 
$
1,877,627

 
 
 
 
 
$
1,490,230

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
$
17,850

 
 
 
 
 
$
14,305

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread
 
 
 
 
 
3.99
%
 
 
 
 
 
4.26
%
Net interest margin
 
 
 
 
 
4.16

 
 
 
 
 
4.38

Average interest-earning assets to average interest bearing liabilities
 
 
 
 
 
122.13
%
 
 
 
 
 
112.02
%
 
 
 
 
 
 
 
 
 
 
 
 
 

10

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
 
 
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
 
 
 
 
 
 
Six months ended June 30, 2013 and June 30, 2012
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
The analysis below shows average interest earning assets and interest bearing liabilities together with the average yield on the interest earning assets and the average cost of the interest bearing liabilities for the periods presented.
 
For The Six Months Ended June 30,
 
2013
2012
 
 
Average
 
 
 
 
 
Average
 
 
 
 
 
 
Outstanding
 
 
 
Yield/
 
Outstanding
 
 
 
Yield/
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
1,433,650

 
$
41,207

 
5.80
%
 
$
1,073,096

 
$
32,006

 
6.00
%
Taxable securities
 
81,875

 
641

 
1.58

 
68,793

 
660

 
1.93

Nontaxable securities
 
32,245

 
507

 
3.17

 
22,451

 
399

 
3.57

Federal funds sold and other
 
104,429

 
171

 
0.33

 
62,085

 
157

 
0.51

Total interest-earning assets
 
1,652,199

 
42,526

 
5.19

 
1,226,425

 
33,222

 
5.45

Noninterest-earning assets
 
155,313

 
 
 
 
 
154,649

 
 
 
 
Total assets
 
$
1,807,512

 
 
 
 
 
$
1,381,074

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Checking accounts
 
706,830

 
1,909

 
0.54

 
530,445

 
2,280

 
0.86

Savings accounts
 
113,476

 
185

 
0.33

 
106,578

 
403

 
0.76

Limited access money market accounts
 
47,057

 
64

 
0.27

 
31,721

 
64

 
0.41

Certificates of deposit
 
312,188

 
1,303

 
0.84

 
279,525

 
1,554

 
1.12

Total deposits
 
1,179,551

 
3,461

 
0.59

 
948,269

 
4,301

 
0.91

FHLB advances
 
164,562

 
1,656

 
2.03

 
92,123

 
1,087

 
2.37

Notes payable and other borrowings
 
25,030

 
1,073

 
8.64

 
39,579

 
974

 
4.95

Junior subordinated debentures
 
18,147

 
271

 
3.01

 
14,538

 
253

 
3.50

Total interest-bearing liabilities
 
1,387,290

 
6,461

 
0.94

 
1,094,509

 
6,615

 
1.22

Noninterest-bearing checking accounts
 
237,942

 
 
 
 
 
181,758

 
 
 
 
Noninterest-bearing liabilities
 
5,269

 
 
 
 
 
5,816

 
 
 
 
Stockholders' equity
 
177,011

 
 
 
 
 
98,991

 
 
 
 
Total liabilities and equity
 
$
1,807,512

 
 
 
 
 
$
1,381,074

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
$
36,065

 
 
 
 
 
$
26,607

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate spread
 
 
 
 
 
4.25
%
 
 
 
 
 
4.23
%
Net interest margin
 
 
 
 
 
4.40

 
 
 
 
 
4.36

Average interest-earning assets to average interest bearing liabilities
 
 
 
 
 
119.10
%
 
 
 
 
 
112.05
%

11

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
Loan Portfolio Composition
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2013, June 30, 2012 and December 31, 2012
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
The following table sets forth loan totals by category as of the dates presented:
 
 
 
 
 
 
 
 
 
 
June 30, 2013
 
June 30, 2012
 
December 31, 2012
 
 
Amount
 
% of Total
 
Amount
 
% of Total
 
Amount
 
% of Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
200,755

 
13.2
%
 
$
118,805

 
10.0
%
 
$
169,882

 
12.3
%
Real estate:
 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate
 
731,030

 
48.1

 
541,275

 
45.7

 
648,494

 
47.0

Commercial construction, land and land development
 
101,755

 
6.7

 
92,200

 
7.8

 
97,329

 
7.1

Residential real estate (1)
 
337,274

 
22.2

 
294,700

 
24.9

 
315,349

 
22.9

Single-family interim construction
 
71,844

 
4.7

 
61,508

 
5.2

 
67,920

 
4.9

Agricultural
 
34,491

 
2.3

 
38,187

 
3.2

 
40,127

 
2.9

Consumer
 
43,160

 
2.8

 
38,631

 
3.2

 
39,502

 
2.9

Other
 
64

 

 
63

 

 
73

 

Total loans
 
1,520,373

 
100.0
%
 
1,185,369

 
100.0
%
 
1,378,676

 
100.0
%
Other items:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for losses
 
(12,762
)
 
 
 
(9,894
)
 
 
 
(11,478
)
 
 
Total loans, net
 
$
1,507,611

 
 
 
$
1,175,475

 
 
 
$
1,367,198

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes loans held for sale at June 30, 2013, June 30, 2012 and December 31, 2012 of $8,458, $5,704 and $9,162, respectively.

12

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
Reconciliation of Non GAAP Financial Measures
 
 
 
 
Three months ended June 30, 2013, March 31, 2013, December 31, 2012 and June 30, 2012
 
 
(Dollars in thousands, except for per share data)
 
 
 
 
(Unaudited)
 
 
 
 
 
The following tables reconcile non GAAP financial measures:
 
 
 
 
For the Three Months Ended
 
 
 
June 30, 2013
March 31, 2013
December 31, 2012
June 30, 2012
 
 
 
 
 
 
 
 
Net Interest Income - Reported
(a)
$
17,850

$
18,215

$
16,791

$
14,305

 
Write-off of debt origination warrants
 
223




 
Income recognized on acquired loans
 
(77
)
(1,068
)
(135
)
(2
)
 
Adjusted Net Interest Income
(b)
17,996

17,147

16,656

14,303

 
Provision Expense - Reported
(c)
1,079

1,030

929

667

 
Noninterest Income - Reported
(d)
2,732

2,426

3,556

1,634

 
Loss / (Gain) on Sale of OREO
 
(148
)
(25
)
(1,210
)
(9
)
 
Loss / (Gain) on Sale of PP&E
 
2

(1
)

346

 
Adjusted Noninterest Income
(e)
2,586

2,400

2,346

1,971

 
Noninterest Expense - Reported
(f)
13,384

13,923

13,329

11,601

 
Adriatica Expenses
 
(175
)
(197
)
(91
)
(228
)
 
OREO Impairment
 
(15
)
(448
)
(38
)
(56
)
 
FDIC refund
 
504




 
IPO related stock grant and bonus expense
(333
)



 
OREO back property tax
 

(93
)


 
Acquisition Expense
 
9

(137
)
(590
)
(389
)
 
Adjusted Noninterest Expense
(g)
13,374

13,048

12,610

10,928

 
Pre-Tax Pre-Provision Earnings
(a) + (d) - (f)
$
7,198

$
6,718

$
7,018

$
4,338

 
Core Pre-Tax Pre-Provision Earnings
(b) + (e) - (g)
$
7,208

$
6,499

$
6,392

$
5,346

 
 Reported Efficiency Ratio
(f) / (a + d)
65.0
%
67.5
%
65.4
%
72.8
%
 
 Core Efficiency Ratio
(g) / (b + e)
65.0
%
66.8
%
66.3
%
67.2
%
 
Adjusted Return on Average Assets (1)
 
1.54
%
1.52
%
1.50
%
1.44
%
 
Adjusted Return on Average Equity (1)
 
13.63
%
21.14
%
20.99
%
19.83
%
 
Total Average Assets
 
$
1,877,627

$
1,733,924

$
1,698,779

$
1,490,230

 
Total Average Stockholders' Equity
 
$
212,134

$
124,731

$
121,121

$
108,420

 
(1) Calculated using core pre-tax pre-provision earnings
 
 
 

13

            

Independent Bank Group, Inc. and Subsidiaries
 
 
 
 
 
Reconciliation of Non GAAP Financial Measures
 
 
 
 
 
As of June 30, 2013, June 30, 2012 and December 31, 2012
 
 
 
 
 
(Dollars in thousands, except per share information)
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Tangible Book Value Per Common Share
 
 
 
 
 
 
June 30,
 
December 31,
 
2013
 
2012
 
2012
Tangible Common Equity
 
 
 
 
 
Total stockholders' equity
$
214,182

 
$
109,951

 
$
124,510

Adjustments:
 
 
 
 
 
Goodwill
(28,742
)
 
(24,178
)
 
(28,742
)
Core deposit intangibles
(2,899
)
 
(3,450
)
 
(3,251
)
Tangible common equity
$
182,541

 
$
82,323

 
$
92,517

Common shares outstanding
12,064,967

 
7,842,288

 
8,269,707

 
 
 
 
 
 
Book value per common share
$
17.75

 
$
14.02

 
$
15.06

Tangible book value per common share
15.13

 
10.50

 
11.19



Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
 
 
June 30,
 
December 31,
 
2013
 
2012
 
2012
Tier 1 Common Equity
 
 
 
 
 
Total stockholders' equity - GAAP
$
214,182

 
$
109,951

 
$
124,510

Adjustments:
 
 
 
 
 
Unrealized (gain) loss on available-for-sale securities
1,209

 
(2,186
)
 
(2,578
)
Goodwill
(28,742
)
 
(24,178
)
 
(28,742
)
Other intangibles
(2,899
)
 
(3,450
)
 
(3,251
)
Qualifying Restricted Core Capital Elements (TRUPS)
17,600

 
14,100

 
17,600

Tier 1 common equity
$
201,350

 
$
94,237

 
$
107,539

Total Risk-Weighted Assets
 
 
 
 
 
On balance sheet
$
1,437,610

 
$
1,099,364

 
$
1,297,795

Off balance sheet
21,845

 
12,370

 
10,860

Total risk-weighted assets
$
1,459,455

 
$
1,111,734

 
$
1,308,655

Total stockholders' equity to risk-weighted assets ratio
14.68
%
 
9.89
%
 
9.51
%
Tier 1 common equity to risk-weighted assets ratio
13.80

 
8.48

 
8.22



14