Attached files

file filename
8-K - 8-K - Independent Bank Group, Inc.form8k-q2earningsrelease.htm

Exhibit 99.1

Press Release
For Immediate Release

         
    


Independent Bank Group Reports
Second Quarter Financial Results

McKINNEY, Texas, July 27, 2015 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income available to common shareholders of $10.5 million, or $0.61 per diluted share, for the quarter ended June 30, 2015 compared to $5.1 million, or $0.32 per diluted share, for the quarter ended June 30, 2014 and $9.4 million, or $0.55 per diluted share, for the quarter ended March 31, 2015.


Highlights

Core earnings were $10.5 million, or $0.61 per diluted share, for the quarter ended June 30, 2015 compared to $9.0 million, or $0.57 per diluted share, for the quarter ended June 30, 2014 and to $10.2 million, or $0.60 per diluted share, for the quarter ended March 31, 2015.
Loan growth was 8.8% annualized for the quarter and 11.0% year to date.
Asset quality remains strong, as reflected by a nonperforming assets to total assets ratio of 0.37% and a nonperforming loans to total loans ratio of 0.40% at June 30, 2015. Net charge offs were 0.01% annualized for the quarter.
Announced the acquisition of Grand Bank on July 23, 2015, a commercial bank located in Dallas with total assets of $609 million as of June 30, 2015.
Increased our senior unsecured credit facility in July 2015 to $50 million.


Independent Bank Group Chairman and Chief Executive Officer, David Brooks said, “This has been an active quarter for us. M&A discussions have resumed and we are very pleased to have announced the Grand Bank acquisition. It is a great strategic fit for us and really improves our funding for future loan growth. This quarter we also officially opened our Woodlands branch, marking our 40th location. Core earnings remained solid as we executed on our key strategies and maintained a stable net interest margin. Although our loan growth moderated in the second quarter, our pipeline continues to be sound.”


Second Quarter 2015 Operating Results

Net Interest Income

Net interest income was $37.8 million for second quarter 2015 compared to $31.4 million for second quarter 2014 and $36.1 million for first quarter 2015. The increase in net interest income from the previous year was primarily due to increased average loan balances resulting from organic loan growth as well as loans acquired in the BOH Holdings and Houston City Bancshares acquisitions in 2014. The increase from the linked quarter is primarily due to higher average loan balances and an increase in accretion income compared to the first quarter.
The net interest margin was 4.10% for second quarter 2015 compared to 4.26% for second quarter 2014 and 4.07% for first quarter 2015. The decrease from the prior year is due primarily to decreases in loan yields related to the extended low rate environment and the increase in the cost of liabilities primarily due to the $65 million subordinated debt offering completed in July 2014. The increase from the linked quarter is primarily due to increased accretion from acquired loans (4 basis points).
The yield on interest-earning assets was 4.64% for the second quarter 2015 compared to 4.76% for second quarter 2014 and 4.59% for the first quarter 2015. The decrease from the prior year is primarily as a result of competitive pricing on loans in our markets over the entire year. The increase from the linked quarter is related primarily to the increase in acquired loan accretion income.
The cost of interest bearing liabilities, including borrowings, was 0.69% for second quarter 2015 compared to 0.64% for second quarter 2014 and 0.68% for first quarter 2015. The increase from the prior year is due to the interest expense associated with the $65 million in subordinated debt issued in July 2014. The increase from the linked quarter is due to a slight increase in cost of deposits.

1


The average balance of total interest-earning assets grew by $739.5 million and totaled $3.695 billion compared to $2.956 billion at June 30, 2014 and compared to $3.599 billion at March 31, 2015. This increase from second quarter 2014 is due to organic loan growth and the Houston City Bancshares transaction completed October 1, 2014. The increase from first quarter 2015 is due to organic loan growth and higher interest-bearing cash balances resulting from an increase in deposits during second quarter 2015.

Noninterest Income

Total noninterest income increased $990 thousand compared to second quarter 2014 and increased $143 thousand compared to first quarter 2015.
The increase from the prior year reflects a $455 thousand increase in deposit service charges, a $462 thousand increase in mortgage fee income and gains on sale of other real estate and securities totaling $139 thousand that were recognized in the second quarter 2015. The increases were offset by a $74 thousand decrease in other noninterest income.
The increase from first quarter 2015 relates to an increase of $103 thousand in deposit service charges and $129 thousand increase in mortgage fee income offset by a decrease of $96 thousand in other noninterest income.

Noninterest Expense

Total noninterest expense decreased $888 thousand compared to second quarter 2014 and increased $69 thousand compared to first quarter 2015.
The decrease in noninterest expense compared to second quarter 2014 is due primarily to a decrease of $1.5 million in salaries and benefits and $1.5 million in acquisition expenses offset by increases of $800 thousand in occupancy expenses, $214 thousand in data processing expenses, $152 thousand in communications expenses and $699 thousand in other noninterest expense. The decrease to salary expense from the prior year is due to non-recurring compensation expenses of approximately $4.0 million paid in connection with the acquisition of BOH Holdings in second quarter 2014 with no such bonuses being paid in the current year. The increases in the other expenses relate to increased branch and account activity due to the acquisitions completed in 2014.
The increase from the linked quarter is primarily related to increases of $226 thousand in salaries and benefits, $117 thousand in occupancy expenses, $187 thousand in professional fees and $111 thousand in other noninterest expense and were offset by decreases of $93 thousand in advertising and public relations expenses and $444 thousand in acquisition expenses.

Provision for Loan Losses

Provision for loan loss expense was $1.7 million for the second quarter 2015, an increase of $280 thousand compared to $1.4 million for second quarter 2014 and a decrease of $11 thousand compared to $1.7 million during first quarter 2015. Provision expense is directly related to organic loan growth in the respective period. In addition, during the quarters ended June 30, 2015 and March 31, 2015, specific allocations of $593 thousand and $719 thousand were recorded for a non-performing energy loan.
The allowance for loan losses was $21.8 million, or 0.64% of total loans, at June 30, 2015, compared to $16.2 million, or 0.57% of total loans at June 30, 2014, and compared to $20.2 million, or 0.61% of total loans at March 31, 2015. The increase from prior year is primarily due to the provision made for organic loan growth but also due to an increase of $1.5 million in specific reserves on impaired loans during that period. The increase from the linked quarter is also due to organic loan growth and an increase of $593 thousand in specific reserves on an impaired loan in the energy portfolio.

Income Taxes

Federal income tax expense of $5.2 million was recorded for the quarter ended June 30, 2015, an effective rate of 33.0% compared to tax expense of $2.7 million and an effective rate of 34.4% for the quarter ended June 30, 2014 and tax expense of $4.5 million and an effective rate of 32.4% for the quarter ended March 31, 2015. The higher historical effective tax rate during the second quarter of 2014 is primarily related to legal and professional fees associated with facilitating acquisitions that are not deductible for federal income tax purposes.




2


Second Quarter 2015 Balance Sheet Highlights:

Loans

Total loans held for investment were $3.376 billion at June 30, 2015 compared to $3.303 billion at March 31, 2015 and to $2.845 billion at June 30, 2014. This represented organic loan growth of $72 million, or a 2.2% increase from March 31, 2015 and an 18.7% increase from June 30, 2014 (approximately 11.8% of which was organic growth with the remainder coming from the Houston City Bancshares acquisition).
Since December 31, 2014, loan growth has been centered in commercial real estate loans ($204 million).
The C&I portfolio as of June 30, 2015 was $685.9 million (20.3% of total loans) versus $672.1 million (21% of total loans) at December 31, 2014. The energy portfolio was $226.6 million (6.7% of total loans) at June 30, 2015 made up of 29 credits and 28 relationships. This represented a $12.4 million reduction from the previous quarter. There was one classified energy credit with a balance of $4.2 million as of June 30, 2015. No energy loans were classified as of December 31, 2014. Oil field service related loans, which were obtained through acquisitions, represented an additional $23.3 million (<1% of loans) at June 30, 2015. All energy related credits are being closely monitored and the Company is in close contact with energy borrowers to maintain a real time understanding of these borrowers’ financial condition and ability to positively respond to changing market conditions.

Asset Quality

Total nonperforming assets decreased to $16.3 million, or 0.37% of total assets at June 30, 2015 from $18.2 million, or 0.43% of total assets at March 31, 2015 and increased from $12.9 million, or 0.35% of total assets at June 30, 2014.
Total nonperforming loans decreased slightly to $13.3 million, or 0.40% of total loans at June 30, 2015 compared to $13.7 million, or 0.41% of total loans at March 31, 2015 and increased from $9.1 million, or 0.32% of total loans at June 30, 2014.
The increase in both ratios from the prior year is primarily related to the addition of a $4.2 million energy loan that was added to nonaccrual in the first quarter of 2015. The decrease in both ratios from the linked quarter is related to the disposition of $1.3 million in other real estate properties.

Deposits and Borrowings

Total deposits were $3.467 billion at June 30, 2015 compared to $3.387 billion at March 31, 2015 and compared to $2.853 billion at June 30, 2014.
The average cost of interest bearing deposits decreased to 0.47% for the second quarter 2015 compared to 0.49% for the second quarter 2014 and increased from 0.45% for the first quarter 2015.
Total borrowings (other than junior subordinated debentures) were $271.5 million at June 30, 2015, a decrease of $25.8 million from March 31, 2015 and $9.6 million from June 30, 2014. The decrease from the linked quarter is primarily related to maturities of FHLB advances. The net decrease from same quarter in 2014 reflects the maturity of $75 million in short term FHLB advances offset by the issuance of $65 million in subordinated debt in July 2014.

Capital

The tangible common equity to tangible assets and the Tier 1 capital to average assets ratios were 7.11% and 8.40% (estimated), respectively, at June 30, 2015 compared to 7.10% and 7.78%, respectively, at March 31, 2015 and 7.25% and 9.07%, respectively, at June 30, 2014. The total stockholders’ equity to total assets ratio was 12.79%, 12.93% and 13.44% at June 30, 2015, March 31, 2015 and June 30, 2014, respectively.
Total capital to risk weighted assets was 12.03% at June 30, 2015 (estimated) compared to 11.88% at March 31, 2015 and 11.00% at June 30, 2014.
The Tier 1 capital to average assets ratio and the total capital to risk weighted assets ratios both increased from March 31, 2015 due to a reclassification of risk weighted assets under Basel III.
Book value and tangible book value per common share were $31.30 and $17.18, respectively, at June 30, 2015 compared to $30.77 and $16.65, respectively, at March 31, 2015 and $28.54 and $15.22, respectively, at June 30, 2014.
Return on tangible equity (on an annualized basis) was 14.48% for the second quarter 2015 compared to 8.27% and 13.64% for the second quarter 2014 and first quarter 2015, respectively. These returns are impacted by stock issued in the acquisitions.
Return on average assets and return on average equity (on an annualized basis) were 0.99% and 7.91%, respectively, for second quarter 2015 compared to 0.60% and 4.68%, respectively, for second quarter 2014 and 0.92% and 7.31%, respectively, for first quarter 2015. The lower ratios for second quarter 2014 are due to increased acquisition costs for the BOH Holdings transaction completed that quarter.

Other Matters

On July 22, 2015, the Company renewed its unsecured committed credit facility with two unrelated commercial banks and increased the facility to $50 million, up from $35 million. The facility matures on July 19, 2016.

On July 23, 2015, the Company announced that it has entered into a definitive agreement to acquire Grand Bank in Dallas, Texas. Under the terms of the definitive agreement, Independent Bank Group will pay aggregate merger consideration valued at $80.1

3


million. The merger consideration will consist of $24.1 million cash and 1,279,532 shares of Independent Bank Group common stock determined by the average of Independent Bank Group’s daily 10-day volume weighted average stock price of $43.77 as of July 20, 2015. The shares issued will be adjusted if the volume weighted average share price of Independent Bank Group common stock for the ten trading day period ending on the third day prior to closing is 10% less or 10% more than $43.77. The amount of cash to be paid will be reduced on a dollar for dollar basis if the tangible book value of Grand Bank is less than $40 million 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 2015, although delays may occur. The transaction is subject to certain conditions, including the approval by Grand Bank shareholders and customary regulatory approvals.


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 40 banking offices in three market regions located in the Dallas/Fort Worth, Austin and Houston, Texas areas.
Conference Call

A conference call covering Independent Bank Group’s first quarter earnings announcement will be held tomorrow, Tuesday, July 28, at 8:30 a.m. (EDT) and can be accessed by calling 1-877-303-7611 and by identifying the conference ID number 81211803. A recording of the conference call will be available from July 28, 2015 through August 4, 2015 by accessing our website, www.ibtx.com.

Forward-Looking Statements

The numbers as of and for the quarter ended June 30, 2015 are unaudited. 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 or the Annual Report on Form 10-K filed on February 27, 2015 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.


4


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 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”, "return on tangible equity", “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.

Contacts:

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

Media:
Robb Temple
Executive Vice President and Chief Administrative Officer
(972) 562-9004
rtemple@ibtx.com



Source: Independent Bank Group, Inc.








5

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Financial Data
Three Months Ended June 30, 2015, March 31, 2015, December 31, 2014, September 30, 2014 and June 30, 2014
(Dollars in thousands, except for share data)
(Unaudited)
 
As of and for the quarter ended
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
 
June 30, 2014
Selected Income Statement Data
 
 
 
 
 
 
 
 
 
Interest income
$
42,747

 
$
40,736

 
$
42,952

 
$
36,940

 
$
35,078

Interest expense
4,967

 
4,658

 
4,777

 
4,509

 
3,674

   Net interest income
37,780

 
36,078

 
38,175

 
32,431

 
31,404

Provision for loan losses
1,659

 
1,670

 
1,751

 
976

 
1,379

   Net interest income after provision for loan losses
36,121

 
34,408

 
36,424

 
31,455

 
30,025

Noninterest income
4,109

 
3,966

 
3,961

 
4,210

 
3,119

Noninterest expense
24,455

 
24,386

 
24,931

 
22,162

 
25,343

Income tax expense
5,204

 
4,536

 
5,356

 
4,543

 
2,682

   Net income
10,571

 
9,452

 
10,098

 
8,960

 
5,119

Preferred stock dividends
60

 
60

 
60

 
60

 
49

     Net income available to common shareholders
10,511

 
9,392

 
10,038

 
8,900

 
5,070

Core net interest income (1)
37,225

 
35,965

 
37,187

 
32,259

 
30,967

Core Pre-Tax Pre-Provision Earnings (1)
17,379

 
16,810

 
18,003

 
15,266

 
14,683

Core Earnings (1)
10,532

 
10,230

 
10,889

 
9,546

 
9,020

 
 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
Basic 
$
0.61

 
$
0.55

 
$
0.59

 
$
0.54

 
$
0.32

Diluted
0.61

 
0.55

 
0.59

 
0.54

 
0.32

Core earnings:
 
 
 
 
 
 
 
 
 
Basic (1)
0.62

 
0.60

 
0.64

 
0.58

 
0.57

Diluted (1)
0.61

 
0.60

 
0.64

 
0.58

 
0.57

Dividends
0.08

 
0.08

 
0.06

 
0.06

 
0.06

Book value
31.30

 
30.77

 
30.35

 
29.10

 
28.54

Tangible book value  (1)
17.18

 
16.65

 
16.15

 
15.78

 
15.22

Common shares outstanding
17,108,394

 
17,119,793

 
17,032,669

 
16,370,313

 
16,370,707

Weighted average basic shares outstanding (4)
17,111,958

 
17,091,663

 
17,032,452

 
16,370,506

 
15,788,927

Weighted average diluted shares outstanding (4)
17,198,981

 
17,169,596

 
17,123,423

 
16,469,231

 
15,890,310

 
 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 
 
 
 
 
 
Total assets
$
4,375,727

 
$
4,258,364

 
$
4,132,639

 
$
3,746,682

 
$
3,654,311

Cash and cash equivalents
424,196

 
358,798

 
324,047

 
249,769

 
192,528

Securities available for sale
180,465

 
198,149

 
206,062

 
235,844

 
249,856

Loans, held for sale
7,237

 
7,034

 
4,453

 
1,811

 
5,500

Loans, held for investment
3,375,553

 
3,303,248

 
3,201,084

 
2,890,924

 
2,844,543

Allowance for loan losses
21,764

 
20,227

 
18,552

 
16,840

 
16,219

Goodwill and core deposit intangible
241,534

 
241,722

 
241,912

 
218,025

 
217,954

Other real estate owned
2,958

 
4,587

 
4,763

 
4,084

 
3,788

Noninterest-bearing deposits
886,087

 
806,912

 
818,022

 
715,843

 
711,475

Interest-bearing deposits
2,581,397

 
2,579,766

 
2,431,576

 
2,097,817

 
2,141,943

Borrowings (other than junior subordinated debentures)
271,504

 
297,274

 
306,147

 
402,389

 
281,105

Junior subordinated debentures
18,147

 
18,147

 
18,147

 
18,147

 
18,147

Series A Preferred Stock
23,938

 
23,938

 
23,938

 
23,938

 
23,938

Total stockholders' equity
559,447

 
550,728

 
540,851

 
500,311

 
491,091


6

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Financial Data
Three Months Ended June 30, 2015, March 31, 2015, December 31, 2014, September 30, 2014 and June 30, 2014
(Dollars in thousands, except for share data)
(Unaudited)

 
As of and for the quarter ended
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
 
June 30, 2014
Selected Performance Metrics
 
 
 
 
 
 
 
 
 
Return on average assets
0.99
%
 
0.92
 %
 
0.97
%
 
0.95
%
 
0.60
%
Return on average equity (2)
7.91

 
7.31

 
7.65

 
7.60

 
4.68

Return on tangible equity (2) (6)
14.48

 
13.64

 
14.08

 
14.32

 
8.27

Adjusted return on average assets (1)
0.99

 
1.00

 
1.05

 
1.02

 
1.06

Adjusted return on average equity (1) (2)
7.93

 
7.96

 
8.30

 
8.15

 
8.25

Adjusted return on tangible equity (1) (2) (6)
14.51

 
14.86

 
15.27

 
15.36

 
14.72

Net interest margin
4.10

 
4.07

 
4.28

 
4.04

 
4.26

Adjusted net interest margin (3)
4.04

 
4.05

 
4.17

 
4.02

 
4.20

Efficiency ratio
58.38

 
60.90

 
59.17

 
60.48

 
73.41

Core efficiency ratio (1)
57.81

 
57.76

 
55.85

 
56.87

 
56.92

 
 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.37
%
 
0.43
 %
 
0.36
%
 
0.33
%
 
0.35
%
Nonperforming loans to total loans
0.40

 
0.41

 
0.32

 
0.29

 
0.32

Nonperforming assets to total loans and other real estate
0.48

 
0.55

 
0.46

 
0.43

 
0.45

Allowance for loan losses to non-performing loans
163.12

 
148.06

 
183.43

 
200.83

 
177.86

Allowance for loan losses to total loans
0.64

 
0.61

 
0.58

 
0.58

 
0.57

Net charge-offs to average loans outstanding (annualized)
0.01

 

 
0.01

 
0.05

 

 
 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
 
Estimated common equity tier 1 capital to risk-weighted assets (5)
8.31
%
 
8.62
 %
 
n/a

 
n/a

 
n/a

Estimated tier 1 capital to average assets
8.40
%
 
7.78
 %
 
8.15
%
 
8.50
%
 
9.07
%
Estimated tier 1 capital to risk-weighted assets (1) (5)
9.48

 
9.31

 
9.83

 
10.34

 
10.21

Estimated total capital to risk-weighted assets (5)
12.03

 
11.88

 
12.59

 
13.36

 
11.00

Total stockholders' equity to total assets
12.79

 
12.93

 
13.09

 
13.35

 
13.44

Tangible common equity to tangible assets (1)
7.11

 
7.10

 
7.07

 
7.32

 
7.25

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Excludes average balance of Series A preferred stock.
(3) Excludes income recognized on acquired loans of $555, $113, $988, $172 and $437, respectively.
(4) Total number of shares includes participating shares (those with dividend rights).
(5)  June 30, 2015 and March 31, 2015 ratios calculated under Basel III rules, which became effective January 1, 2015.
(6)  Excludes average balance of goodwill and net core deposit intangibles.




7

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Statements of Income
Three and Six Months Ended June 30, 2015 and 2014
(Dollars in thousands)
(Unaudited)
   
 
Three Months Ended June 30,
 
Six Months Ended June 30,
   
 
2015
 
2014
 
2015
 
2014
Interest income:
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
41,625

 
$
33,881

 
$
81,205

 
$
58,004

Interest on taxable securities
 
551

 
777

 
1,160

 
1,476

Interest on nontaxable securities
 
449

 
367

 
863

 
624

Interest on federal funds sold and other
 
122

 
53

 
255

 
136

Total interest income
 
42,747

 
35,078

 
83,483

 
60,240

Interest expense:
 
 
 
 
 
 
 
 
Interest on deposits
 
3,018

 
2,437

 
5,727

 
4,344

Interest on FHLB advances
 
718

 
965

 
1,470

 
1,817

Interest on repurchase agreements and other borrowings
 
1,096

 
136

 
2,165

 
271

Interest on junior subordinated debentures
 
135

 
136

 
263

 
269

Total interest expense
 
4,967

 
3,674

 
9,625

 
6,701

Net interest income
 
37,780

 
31,404

 
73,858

 
53,539

Provision for loan losses
 
1,659

 
1,379

 
3,329

 
2,632

Net interest income after provision for loan losses
 
36,121

 
30,025

 
70,529

 
50,907

Noninterest income:
 
 
 
 
 
 
 
 
Service charges on deposit accounts
 
1,908

 
1,453

 
3,713

 
2,664

Mortgage fee income
 
1,429

 
967

 
2,729

 
1,697

Gain on sale of other real estate
 
49

 

 
179

 
39

Gain on sale of securities available for sale
 
90

 

 
90

 

Increase in cash surrender value of BOLI
 
268

 
260

 
538

 
409

Other
 
365

 
439

 
826

 
644

Total noninterest income
 
4,109

 
3,119

 
8,075

 
5,453

Noninterest expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
14,650

 
16,112

 
29,074

 
25,246

Occupancy
 
4,027

 
3,227

 
7,937

 
5,765

Data processing
 
666

 
452

 
1,354

 
948

FDIC assessment
 
493

 
516

 
1,012

 
820

Advertising and public relations
 
253

 
180

 
599

 
414

Communications
 
554

 
402

 
1,093

 
722

Net other real estate owned expenses (including taxes)
 
37

 
57

 
96

 
136

Operations of IBG Adriatica, net
 

 

 

 
23

Other real estate impairment
 
25

 

 
25

 

Core deposit intangible amortization
 
367

 
299

 
739

 
498

Professional fees
 
677

 
596

 
1,167

 
964

Acquisition expense, including legal
 
28

 
1,523

 
500

 
1,999

Other
 
2,678

 
1,979

 
5,245

 
3,884

Total noninterest expense
 
24,455

 
25,343

 
48,841

 
41,419

Income before taxes
 
15,775

 
7,801

 
29,763

 
14,941

Income tax expense
 
5,204

 
2,682

 
9,740

 
5,021

Net income
 
$
10,571

 
$
5,119

 
$
20,023

 
$
9,920





8

            

Consolidated Balance Sheets
As of June 30, 2015 and December 31, 2014
(Dollars in thousands, except share information)
(Unaudited)

   
June 30,
 
December 31,
Assets
2015
 
2014
Cash and due from banks
$
117,398

 
$
153,158

Interest-bearing deposits in other banks
306,798

 
170,889

Cash and cash equivalents
424,196

 
324,047

Securities available for sale
180,465

 
206,062

Loans held for sale
7,237

 
4,453

Loans, net of allowance for loan losses
3,352,846

 
3,182,045

Premises and equipment, net
88,118

 
88,902

Other real estate owned
2,958

 
4,763

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
11,941

 
12,321

Bank-owned life insurance (BOLI)
40,322

 
39,784

Deferred tax asset
2,482

 
2,235

Goodwill
229,818

 
229,457

Core deposit intangible, net
11,716

 
12,455

Other assets
23,628

 
26,115

           Total assets
$
4,375,727

 
$
4,132,639

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
   Noninterest-bearing
886,087

 
818,022

   Interest-bearing
2,581,397

 
2,431,576

           Total deposits
3,467,484

 
3,249,598

FHLB advances
194,366

 
229,405

Repurchase agreements
5,374

 
4,012

Other borrowings
68,853

 
69,410

Other borrowings, related parties
2,911

 
3,320

Junior subordinated debentures
18,147

 
18,147

Other liabilities
59,145

 
17,896

           Total liabilities
3,816,280

 
3,591,788

Commitments and contingencies
 
 
 
Stockholders’ equity:
   
 
   
Series A Preferred Stock
23,938

 
23,938

Common stock
171

 
170

Additional paid-in capital
478,497

 
476,609

Retained earnings
54,896

 
37,731

Accumulated other comprehensive income
1,945

 
2,403

Total stockholders’ equity
559,447

 
540,851

            Total liabilities and stockholders’ equity
$
4,375,727

 
$
4,132,639











9

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Three Months Ended June 30, 2015 and 2014
(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,
   
2015
 
2014
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
3,340,796

 
$
41,625

 
5.00
%
 
$
2,646,446

 
$
33,881

 
5.14
%
Taxable securities
127,891

 
551

 
1.73

 
187,242

 
777

 
1.66

Nontaxable securities
68,166

 
449

 
2.64

 
64,307

 
367

 
2.29

Federal funds sold and other
158,626

 
122

 
0.31

 
57,936

 
53

 
0.37

Total interest-earning assets
3,695,479

 
$
42,747

 
4.64

 
2,955,931

 
$
35,078

 
4.76

Noninterest-earning assets
563,855

 
   
 
   
 
447,688

 
   
 
   
Total assets
$
4,259,334

 
   
 
   
 
$
3,403,619

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,316,477

 
$
1,432

 
0.44
%
 
$
866,629

 
$
1,051

 
0.49
%
Savings accounts
142,948

 
67

 
0.19

 
124,550

 
93

 
0.30

Money market accounts
255,235

 
179

 
0.28

 
326,844

 
267

 
0.33

Certificates of deposit
857,438

 
1,340

 
0.63

 
694,111

 
1,026

 
0.59

Total deposits
2,572,098

 
3,018

 
0.47

 
2,012,134

 
2,437

 
0.49

FHLB advances
203,989

 
718

 
1.41

 
259,003

 
965

 
1.49

Repurchase agreements and other borrowings
76,416

 
1,096

 
5.75

 
12,075

 
136

 
4.52

Junior subordinated debentures
18,147

 
135

 
2.98

 
18,147

 
136

 
3.01

Total interest-bearing liabilities
2,870,650

 
4,967

 
0.69

 
2,301,359

 
3,674

 
0.64

Noninterest-bearing checking accounts
825,075

 
   
 
   
 
621,111

 
   
 
   
Noninterest-bearing liabilities
6,956

 
   
 
   
 
22,443

 
   
 
   
Stockholders’ equity
556,653

 
   
 
   
 
458,706

 
   
 
   
Total liabilities and equity
$
4,259,334

 
   
 
   
 
$
3,403,619

 
   
 
   
Net interest income
   
 
$
37,780

 
   
 
   
 
$
31,404

 
   
Interest rate spread
   
 
   
 
3.95
%
 
   
 
   
 
4.12
%
Net interest margin
   
 
   
 
4.10

 
   
 
   
 
4.26

Average interest earning assets to interest bearing liabilities
   
 
   
 
128.73

 
   
 
   
 
128.44




10

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Six Months Ended June 30, 2015 and 2014
(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,
   
2015
 
2014
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
3,297,657

 
$
81,205

 
4.97
%
 
$
2,236,503

 
$
58,004

 
5.23
%
Taxable securities
130,937

 
1,160

 
1.79

 
185,936

 
1,476

 
1.60

Nontaxable securities
68,702

 
863

 
2.53

 
47,674

 
624

 
2.64

Federal funds sold and other
150,343

 
255

 
0.34

 
82,884

 
136

 
0.33

Total interest-earning assets
3,647,639

 
$
83,483

 
4.62

 
2,552,997

 
$
60,240

 
4.76

Noninterest-earning assets
549,604

 
   
 
 
 
307,677

 
   
 
 
Total assets
$
4,197,243

 
   
 
 
 
$
2,860,674

 
   
 
 
Interest-bearing liabilities:
   
 
   
 
 
 
   
 
   
 
 
Checking accounts
$
1,291,995

 
$
2,790

 
0.44
%
 
$
840,913

 
$
2,049

 
0.49
%
Savings accounts
143,349

 
132

 
0.19

 
123,428

 
181

 
0.30

Money market accounts
245,963

 
279

 
0.23

 
208,252

 
323

 
0.31

Certificates of deposit
838,212

 
2,526

 
0.61

 
589,328

 
1,791

 
0.61

Total deposits
2,519,519

 
5,727

 
0.46

 
1,761,921

 
4,344

 
0.50

FHLB advances
211,871

 
1,470

 
1.40

 
228,439

 
1,817

 
1.60

Repurchase agreements and other borrowings
76,683

 
2,165

 
5.69

 
10,526

 
271

 
5.19

Junior subordinated debentures
18,147

 
263

 
2.92

 
18,147

 
269

 
2.99

Total interest-bearing liabilities
2,826,220

 
9,625

 
0.69

 
2,019,033

 
6,701

 
0.67

Noninterest-bearing checking accounts
811,450

 
   
 
   
 
461,418

 
   
 
   
Noninterest-bearing liabilities
7,746

 
   
 
   
 
27,074

 
   
 
   
Stockholders’ equity
551,827

 
   
 
   
 
353,149

 
   
 
   
Total liabilities and equity
$
4,197,243

 
   
 
   
 
$
2,860,674

 
   
 
   
Net interest income
   
 
$
73,858

 
   
 
   
 
$
53,539

 
   
Interest rate spread
   
 
   
 
3.93
%
 
   
 
   
 
4.09
%
Net interest margin
   
 
   
 
4.08

 
   
 
   
 
4.23

Average interest earning assets to interest bearing liabilities
   
 
   
 
129.06

 
   
 
   
 
126.45



11

            

Independent Bank Group, Inc. and Subsidiaries
Loan Portfolio Composition
As of June 30, 2015 and December 31, 2014
(Dollars in thousands)
(Unaudited)

The following table sets forth loan totals by category as of the dates presented:
 

 

 
 
June 30, 2015
 
December 31, 2014
 
 
Amount
 
% of Total
 
Amount
 
% of Total
Commercial
 
$
685,944

 
20.3
%
 
$
672,052

 
21.0
%
Real estate:
 
 
 
   
 
 
 
   
Commercial real estate
 
1,654,277

 
48.9

 
1,450,434

 
45.2

Commercial construction, land and land development
 
286,656

 
8.5

 
334,964

 
10.5

Residential real estate (1)
 
534,997

 
15.8

 
518,478

 
16.2

Single-family interim construction
 
136,395

 
4.0

 
138,278

 
4.3

Agricultural
 
37,313

 
1.1

 
38,822

 
1.2

Consumer
 
47,031

 
1.4

 
52,267

 
1.6

Other
 
177

 

 
242

 

Total loans
 
3,382,790

 
100.0
%
 
3,205,537

 
100.0
%
Deferred loan fees
 
(943
)
 
 
 
(487
)
 
 
Allowance for losses
 
(21,764
)
 
 
 
(18,552
)
 
   
Total loans, net
 
$
3,360,083

 
   
 
$
3,186,498

 
   
(1) Includes loans held for sale at June 30, 2015 and December 31, 2014 of $7,237 and $4,453, respectively.

12

            

Independent Bank Group, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
Three Months Ended June 30, 2015, March 31, 2015, December 31, 2014, September 30, 2014 and June 30, 2014
(Dollars in thousands, except for share data)
(Unaudited)

 
 
For the Three Months Ended
 
 
June 30, 2015
March 31, 2015
December 31, 2014
September 30, 2014
June 30, 2014
Net Interest Income - Reported
(a)
$
37,780

$
36,078

$
38,175

$
32,431

$
31,404

Income recognized on acquired loans
 
(555
)
(113
)
(988
)
(172
)
(437
)
Adjusted Net Interest Income
(b)
37,225

35,965

37,187

32,259

30,967

Provision Expense - Reported
(c)
1,659

1,670

1,751

976

1,379

Noninterest Income - Reported
(d)
4,109

3,966

3,961

4,210

3,119

Gain on sale of loans
 



(1,078
)

Gain on sale of OREO
 
(49
)
(130
)
(12
)
(20
)

Gain on sale of securities
 
(90
)

(362
)


Loss on sale of premises and equipment
 



22


Adjusted Noninterest Income
(e)
3,970

3,836

3,587

3,134

3,119

Noninterest Expense - Reported
(f)
24,455

24,386

24,931

22,162

25,343

OREO Impairment
 
(25
)


(22
)

IPO related stock grant and bonus expense
 
(156
)
(156
)
(156
)
(156
)
(156
)
Registration statements
 


(163
)
(456
)

Core system conversion implementation expenses
 




(265
)
Acquisition Expense (5)
 
(458
)
(1,239
)
(1,841
)
(1,401
)
(5,519
)
Adjusted Noninterest Expense
(g)
23,816

22,991

22,771

20,127

19,403

Pre-Tax Pre-Provision Earnings
(a) + (d) - (f)
$
17,434

$
15,658

$
17,205

$
14,479

$
9,180

Core Pre-Tax Pre-Provision Earnings
(b) + (e) - (g)
$
17,379

$
16,810

$
18,003

$
15,266

$
14,683

Core Earnings (2)
(b) - (c) + (e) - (g)
$
10,532

$
10,230

$
10,889

$
9,546

$
9,020

 Reported Efficiency Ratio
(f) / (a + d)
58.38
%
60.90
%
59.17
%
60.48
%
73.41
%
 Core Efficiency Ratio
(g) / (b + e)
57.81
%
57.76
%
55.85
%
56.87
%
56.92
%
Adjusted Return on Average Assets (1)
 
0.99
%
1.00
%
1.05
%
1.02
%
1.06
%
Adjusted Return on Average Equity (1)
 
7.93
%
7.96
%
8.30
%
8.15
%
8.25
%
Adjusted Return on Tangible Equity (1)
 
14.51
%
14.86
%
15.27
%
15.36
%
14.72
%
Total Average Assets
 
$
4,259,334

$
4,154,007

$
4,098,671

$
3,721,323

$
3,403,619

Total Average Stockholders' Equity (3)
 
$
532,715

$
520,899

$
520,800

$
464,528

$
438,713

Total Average Tangible Stockholders' Equity (3) (4)
 
$
291,166

$
279,149

$
282,907

$
246,500

$
245,830

(1) Calculated using core earnings
(2)  Assumes actual effective tax rate of 33.0%, 32.4%, 33.0%, 33.2% and 32.2%, respectively. December 31, 2014, September 30, 2014 and June 30, 2014 tax rate adjusted for effect of non-deductible acquisition expenses.
(3)  Excludes average balance of Series A preferred stock.
(4) Excludes average balance of goodwill and net core deposit intangibles.
(5) Acquisition expenses include $430 thousand, $767 thousand, $843 thousand, $772 thousand and $3.996 million of compensation and bonus expenses in addition to $28 thousand, $472 thousand, $998 thousand, $629 thousand and $1.523 million of merger-related expenses for the quarters ended June 30, 2015, March 31, 2015, December 31, 2014, September 30, 2014 and June 30, 2014, respectively.
 

13

            

Independent Bank Group, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
As of June 30, 2015 and December 31, 2014
(Dollars in thousands, except per share information)
(Unaudited)

Tangible Book Value Per Common Share
 
 
 
 
June 30,
 
December 31,
 
2015
 
2014
Tangible Common Equity
 
 
 
Total common stockholders' equity
$
535,509

 
$
516,913

Adjustments:
 
 
 
Goodwill
(229,818
)
 
(229,457
)
Core deposit intangibles, net
(11,716
)
 
(12,455
)
Tangible common equity
$
293,975

 
$
275,001

Tangible assets
$
4,134,193

 
$
3,890,727

Common shares outstanding
17,108,394

 
17,032,669

Tangible common equity to tangible assets
7.11
%
 
7.07
%
Book value per common share
$
31.30

 
$
30.35

Tangible book value per common share
17.18

 
16.15


Tier 1 Common and Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
June 30,
 
December 31,
 
2015
 
2014
Tier 1 Common Equity
 
 
 
Total common stockholders' equity - GAAP
$
535,509

 
$
516,913

Adjustments:
 
 
 
Unrealized gain on available-for-sale securities
(1,945
)
 
(2,403
)
Goodwill
(229,818
)
 
(229,457
)
Core deposit intangibles, net
(7,615
)
 
(12,455
)
Tier 1 common equity
$
296,131

 
$
272,598

Qualifying Restricted Core Capital Elements (junior subordinated debentures)
17,600

 
17,600

Preferred Stock
23,938

 
23,938

Tier 1 Equity
$
337,669

 
$
314,136

Total Risk-Weighted Assets
$
3,561,629

 
$
3,195,413

Estimated total common stockholders' equity to risk-weighted assets ratio
15.04
%
 
16.18
%
Estimated tier 1 equity to risk-weighted assets ratio
9.48

 
9.83

Estimated tier 1 common equity to risk-weighted assets ratio
8.31

 
9.08



14