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8-K - 8-K - Independent Bank Group, Inc.form8-kibgpressreleaseocto.htm

Exhibit 99.1

Press Release
For Immediate Release

         
    


Independent Bank Group Reports
Third Quarter Financial Results

McKINNEY, Texas, October 22, 2015 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income available to common shareholders of $8.1 million, or $0.47 per diluted share, for the quarter ended September 30, 2015 compared to $8.9 million, or $0.54 per diluted share, for the quarter ended September 30, 2014 and $10.5 million, or $0.61 per diluted share, for the quarter ended June 30, 2015.


Highlights

Return to historically strong organic loan growth with loans increasing 18.1% on an annualized basis for the quarter and 13.7% year to date.
Core earnings were $8.9 million, or $0.52 per diluted share, for the quarter ended September 30, 2015 compared to $9.5 million, or $0.58 per diluted share, for the quarter ended September 30, 2014 and to $10.5 million, or $0.61 per diluted share, for the quarter ended June 30, 2015.
Prudent additional provision for loan loss further mitigating potential risk related to continued lower energy pricing.
Asset quality remains strong, as reflected by a nonperforming assets to total assets ratio of 0.34% and a nonperforming loans to total loans ratio of 0.33% at September 30, 2015. Net charge offs were 0.07% annualized for the quarter.
Prompt regulatory approval and integration progress on the Grand Bank transaction enabling an expected November 1, 2015 closing.


Independent Bank Group Chairman and Chief Executive Officer, David Brooks said, “This was a transitional quarter for our Company. The strong organic loan growth reflects a return to our historical levels and we expect the momentum seen at the end of the quarter to continue. We also made a decision during the quarter to take an additional provision for loan loss to minimize uncertainty in our energy portfolio. The increase in the reserve positions us well should oil prices stay low for an extended period. We remain confident in our overall asset quality and are taking the additional provision as a conservative approach given challenges in the energy markets.” Brooks continued, “We are especially pleased with the progress made on the Grand Bank transaction, and the earlier than anticipated closing will enable us to begin to recognize the benefits of the acquisition in the fourth quarter. We believe that all of these actions are positive for the future.”


Third Quarter 2015 Operating Results

Net Interest Income

Net interest income was $38.1 million for third quarter 2015 compared to $32.4 million for third quarter 2014 and $37.8 million for second 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 Houston City Bancshares acquisition in October 2014. The increase from the linked quarter is primarily due to higher average loan balances offset by a decrease in accretion income compared to the second quarter.
The net interest margin was 4.08% for third quarter 2015 compared to 4.04% for third quarter 2014 and 4.10% for second quarter 2015. The increase from the prior year is due to a change in the earning asset mix as well as a small decrease in liability cost. The slight decrease from the linked quarter is primarily due to decreased accretion income from acquired loans (five basis points).
The yield on interest-earning assets was 4.62% for the third quarter 2015 compared to 4.60% for third quarter 2014 and 4.64% for the second quarter 2015. The increase from the prior year is primarily as a result of a change in mix of assets from securities to loans. The decrease from the linked quarter is related primarily to the decrease in acquired loan accretion income.
The cost of interest bearing liabilities, including borrowings, was 0.70% for third quarter 2015 compared to 0.73% for third quarter 2014 and 0.69% for second quarter 2015. The decrease from the prior year is due to lower rates on deposit accounts

1


and lower interest expense resulting from the retirement of higher rate debentures during 2015. The increase from the linked quarter is due to a slight increase in the rates paid on deposits.
The average balance of total interest-earning assets grew by $518.9 million and totaled $3.706 billion compared to $3.187 billion at September 30, 2014 and grew by $11 million compared to $3.695 billion at June 30, 2015. This increase from third quarter 2014 is due to organic loan growth and the Houston City Bancshares transaction completed October 1, 2014.

Noninterest Income

Total noninterest income decreased $411 thousand compared to third quarter 2014 and decreased $310 thousand compared to second quarter 2015.
The decrease from the prior year reflects a $962 thousand decrease in gain on sales of loans and an increase of $352 in loss on sale of premises and equipment. Offsetting these decreases was a $624 thousand increase in deposit service charges and a $273 thousand increase in mortgage fee income.
The decrease from second quarter 2015 relates to a $76 thousand decrease in mortgage fee income, a $135 thousand decrease in other noninterest income, an increase of $374 thousand in loss on sale of premises and equipment, and a decrease of $90 thousand in gain on sale of securities. These decreases were offset by an increase of $257 thousand in deposit service charges and a gain on sale of loans of $116 thousand.
.

Noninterest Expense

Total noninterest expense increased $3.7 million compared to third quarter 2014 and increased $1.4 million compared to second quarter 2015.
The increase in noninterest expense compared to third quarter 2014 is due primarily to an increase of $2.4 million in salaries and benefits expense, an increase of $682 thousand in occupancy expense, an increase of $314 thousand in data processing expense, an increase of $115 thousand in FDIC assessment expense, an increase of $109 thousand in advertising and public relations expense and an increase of $396 thousand in other noninterest expense offset by a decrease of $336 thousand in acquisition expenses. These increases in the noninterest expenses relate primarily to the Houston City Bancshares acquisition completed in October 2014.
The increase from the linked quarter is primarily related to increases of $268 thousand in salaries and benefits, $90 thousand in occupancy expenses, $120 thousand in data processing expenses, $164 thousand in legal and professional fees, $265 thousand in acquisition expenses and $332 thousand in other noninterest expense, including increased costs related to monitoring our energy portfolio. Compensation expense increases are due to accruals for incentive compensation related to strong loan growth and mortgage activity for the quarter. Acquisition expense increased due to the Grand Bank transaction. Legal fees were higher due to increased activity on existing litigation. In addition, certain occupancy and noninterest expenses were elevated in the third quarter due to timing of certain projects.


Provision for Loan Losses

Provision for loan loss expense was $3.9 million for the third quarter 2015, an increase of $3.0 million compared to $976 thousand for third quarter 2014 and an increase of $2.2 million compared to $1.7 million during second quarter 2015. This provision expense is directly related to organic loan growth in the respective period as well as an increase in the allocation for our energy portfolio, including an additional impairment of $1.2 million on one nonperforming energy loan that was identified in the first quarter 2015.
The allowance for loan losses was $25.1 million, or 0.71% of total loans, at September 30, 2015, compared to $16.8 million, or 0.58% of total loans at September 30, 2014, and compared to $21.8 million, or 0.64% of total loans at June 30, 2015. The increase in the allowance is due to organic loan growth, specific allocations on impaired assets, and increased qualitative factors in the general allocation in recognition of decreases in commodity prices to serve as a significant additional energy-related allocation. As of September 30, 2015, the allowance allocated to energy was 3.4% of the energy loan portfolio balance.


Income Taxes

Federal income tax expense of $3.9 million was recorded for the quarter ended September 30, 2015, an effective rate of 32.4% compared to tax expense of $4.5 million and an effective rate of 33.6% for the quarter ended September 30, 2014 and tax expense of $5.2 million and an effective rate of 33.0% for the quarter ended June 30, 2015.




2


Third Quarter 2015 Balance Sheet Highlights:


Loans

Total loans held for investment were $3.529 billion at September 30, 2015 compared to $3.376 billion at June 30, 2015 and to $2.891 billion at September 30, 2014. This represented organic loan growth of $153.7 million, or a 4.6% increase from June 30, 2015 and an 22.1% increase from September 30, 2014 (approximately 15.3% of which was organic growth with the remainder coming from the Houston City Bancshares acquisition).
The energy portfolio was $209.6 million (5.9% of total loans) at September 30, 2015 made up of 27 credits and 26 relationships. This represented a $17 million reduction from the previous quarter. As of September 30, 2015, there was one nonperforming classified energy credit with a balance of $4.2 million and two performing classified energy credits with balances totaling $28.5 million. Oil field service related loans, which were obtained through acquisitions, represented an additional $23.0 million (<1% of loans) at September 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 $15.1 million, or 0.34% of total assets at September 30, 2015 from $16.3 million, or 0.37% at June 30, 2015 and increased from $12.5 million, or 0.33% of total assets at September 30, 2014.
Total nonperforming loans decreased to $11.7 million, or 0.33% of total loans at September 30, 2015 compared to $13.3 million, or 0.40% of total loans at June 30, 2015 and increased from $8.4 million, or 0.29% of total loans at September 30, 2014.
The decrease in nonperforming assets from the linked quarter is due to the repossession of collateral on a nonaccrual loan and related chargedown of $485 thousand and disposition of $846 thousand in other real estate properties. The net increase in nonperforming assets from the prior year is primarily due to the recognition of a $4.2 million energy loan that was placed on nonaccrual in the first quarter of 2015 offset by decreases due to the chargedown discussed above and total dispositions of $2.3 million in other real estate properties during 2015.
The decrease in nonperforming loans from the linked quarter is primarily related to the removal of a $1.4 million commercial loan which was removed from nonaccrual during the third quarter due to repossession of collateral. The increase in nonperforming loans from the prior year is primarily due to the recognition of the $4.2 million energy loan discussed above offset by the $1.4 million nonaccrual loan removed in the third quarter as discussed above.
 

Deposits and Borrowings

Total deposits were $3.534 billion at September 30, 2015 compared to $3.467 billion at June 30, 2015 and compared to $2.814 billion at September 30, 2014.
The average cost of interest bearing deposits decreased to 0.48% for the third quarter 2015 compared to 0.49% for the third quarter 2014 and increased from 0.47% for the second quarter 2015.
Total borrowings (other than junior subordinated debentures) were $334.5 million at September 30, 2015, an increase of $63.0 million from June 30, 2015 and a decrease of $67.9 million from September 30, 2014. These changes reflect changes in the balances of short term FHLB advances during the applicable period.


Capital

The tangible common equity to tangible assets and the Tier 1 capital to average assets ratios were 7.15% and 8.67% (estimated), respectively, at September 30, 2015 compared to 7.11% and 8.40%, respectively, at June 30, 2015 and 7.32% and 8.50%, respectively, at September 30, 2014. The total stockholders’ equity to total assets ratio was 12.69%, 12.79% and 13.35% at September 30, 2015, June 30, 2015 and September 30, 2014, respectively. Total capital to risk weighted assets was 11.86% at September 30, 2015 (estimated) compared to 12.05% at June 30, 2015 and 13.36% at September 30, 2014. The declines in capital ratios from prior periods is due to growth in assets during the quarter.
Book value and tangible book value per common share were $31.81 and $17.72, respectively, at September 30, 2015 compared to $31.30 and $17.18, respectively, at June 30, 2015 and $29.10 and $15.78, respectively, at September 30, 2014.
Return on tangible equity (on an annualized basis) was 10.75% for the third quarter 2015 compared to 14.32% and 14.48% for the third quarter 2014 and second quarter 2015, respectively.
Return on average assets and return on average equity (on an annualized basis) were 0.76% and 5.96%, respectively, for third quarter 2015 compared to 0.95% and 7.60%, respectively, for third quarter 2014 and 0.99% and 7.91%, respectively, for second quarter 2015.

.



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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 third quarter earnings announcement will be held on Thursday, October 22, at 8:30 a.m. (EDT) and can be accessed by calling 1-877-303-7611 and by identifying the conference ID number 43430269. A recording of the conference call will be available from October 22, 2015 through October 29, 2015 by accessing our website, www.ibtx.com.

Forward-Looking Statements

The numbers as of and for the quarter ended September 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 June 30, 2015, the Company’s Annual Report on Form 10-K filed on February 27, 2015, and the Company’s Amendment No. 1 to Form S-4 Registration Statement filed on September 24, 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.


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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 September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014
(Dollars in thousands, except for share data)
(Unaudited)
 
As of and for the quarter ended
 
September 30, 2015
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
Selected Income Statement Data
 
 
 
 
 
 
 
 
 
Interest income
$
43,130

 
$
42,747

 
$
40,736

 
$
42,952

 
$
36,940

Interest expense
5,041

 
4,967

 
4,658

 
4,777

 
4,509

   Net interest income
38,089

 
37,780

 
36,078

 
38,175

 
32,431

Provision for loan losses
3,932

 
1,659

 
1,670

 
1,751

 
976

   Net interest income after provision for loan losses
34,157

 
36,121

 
34,408

 
36,424

 
31,455

Noninterest income
3,799

 
4,109

 
3,966

 
3,961

 
4,210

Noninterest expense
25,830

 
24,455

 
24,386

 
24,931

 
22,162

Income tax expense
3,924

 
5,204

 
4,536

 
5,356

 
4,543

   Net income
8,202

 
10,571

 
9,452

 
10,098

 
8,960

Preferred stock dividends
60

 
60

 
60

 
60

 
60

     Net income available to common shareholders
8,142

 
10,511

 
9,392

 
10,038

 
8,900

Core net interest income (1)
38,001

 
37,225

 
35,965

 
37,187

 
32,259

Core Pre-Tax Pre-Provision Earnings (1)
17,123

 
17,379

 
16,810

 
18,003

 
15,266

Core Earnings (1)
8,917

 
10,532

 
10,230

 
10,889

 
9,546

 
 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
Basic 
$
0.48

 
$
0.61

 
$
0.55

 
$
0.59

 
$
0.54

Diluted
0.47

 
0.61

 
0.55

 
0.59

 
0.54

Core earnings:
 
 
 
 
 
 
 
 
 
Basic (1)
0.52

 
0.62

 
0.60

 
0.64

 
0.58

Diluted (1)
0.52

 
0.61

 
0.60

 
0.64

 
0.58

Dividends
0.08

 
0.08

 
0.08

 
0.06

 
0.06

Book value
31.81

 
31.30

 
30.77

 
30.35

 
29.10

Tangible book value  (1)
17.72

 
17.18

 
16.65

 
16.15

 
15.78

Common shares outstanding
17,111,394

 
17,108,394

 
17,119,793

 
17,032,669

 
16,370,313

Weighted average basic shares outstanding (4)
17,110,090

 
17,111,958

 
17,091,663

 
17,032,452

 
16,370,506

Weighted average diluted shares outstanding (4)
17,199,281

 
17,198,981

 
17,169,596

 
17,123,423

 
16,469,231

 
 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 
 
 
 
 
 
Total assets
$
4,478,339

 
$
4,375,727

 
$
4,258,364

 
$
4,132,639

 
$
3,746,682

Cash and cash equivalents
353,950

 
424,196

 
358,798

 
324,047

 
249,769

Securities available for sale
200,188

 
180,465

 
198,149

 
206,062

 
235,844

Loans, held for sale
6,218

 
7,237

 
7,034

 
4,453

 
1,811

Loans, held for investment
3,529,275

 
3,375,553

 
3,303,248

 
3,201,084

 
2,890,924

Allowance for loan losses
25,088

 
21,764

 
20,227

 
18,552

 
16,840

Goodwill and core deposit intangible
241,171

 
241,534

 
241,722

 
241,912

 
218,025

Other real estate owned
2,323

 
2,958

 
4,587

 
4,763

 
4,084

Noninterest-bearing deposits
884,272

 
886,087

 
806,912

 
818,022

 
715,843

Interest-bearing deposits
2,649,768

 
2,581,397

 
2,579,766

 
2,431,576

 
2,097,817

Borrowings (other than junior subordinated debentures)
334,485

 
271,504

 
297,274

 
306,147

 
402,389

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
568,257

 
559,447

 
550,728

 
540,851

 
500,311


6

            

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

 
As of and for the quarter ended
 
September 30, 2015
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
September 30, 2014
Selected Performance Metrics
 
 
 
 
 
 
 
 
 
Return on average assets
0.76
%
 
0.99
%
 
0.92
 %
 
0.97
%
 
0.95
%
Return on average equity (2)
5.96

 
7.91

 
7.31

 
7.65

 
7.60

Return on tangible equity (2) (6)
10.75

 
14.48

 
13.64

 
14.08

 
14.32

Adjusted return on average assets (1)
0.83

 
0.99

 
1.00

 
1.05

 
1.02

Adjusted return on average equity (1) (2)
6.53

 
7.93

 
7.96

 
8.30

 
8.15

Adjusted return on tangible equity (1) (2) (6)
11.77

 
14.51

 
14.86

 
15.27

 
15.36

Net interest margin
4.08

 
4.10

 
4.07

 
4.28

 
4.04

Adjusted net interest margin (3)
4.07

 
4.04

 
4.05

 
4.17

 
4.02

Efficiency ratio
61.66

 
58.38

 
60.90

 
59.17

 
60.48

Core efficiency ratio (1)
59.25

 
57.81

 
57.76

 
55.85

 
56.87

 
 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.34
%
 
0.37
%
 
0.43
 %
 
0.36
%
 
0.33
%
Nonperforming loans to total loans
0.33

 
0.40

 
0.41

 
0.32

 
0.29

Nonperforming assets to total loans and other real estate
0.43

 
0.48

 
0.55

 
0.46

 
0.43

Allowance for loan losses to non-performing loans
214.21

 
163.12

 
148.06

 
183.43

 
200.83

Allowance for loan losses to total loans
0.71

 
0.64

 
0.61

 
0.58

 
0.58

Net charge-offs to average loans outstanding (annualized)
0.07

 
0.01

 

 
0.01

 
0.05

 
 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
 
Estimated common equity tier 1 capital to risk-weighted assets (5)
8.26
%
 
8.33
%
 
8.62
 %
 
n/a

 
n/a

Estimated tier 1 capital to average assets
8.67

 
8.40

 
7.78

 
8.15

 
8.50

Estimated tier 1 capital to risk-weighted assets (1) (5)
9.37

 
9.49

 
9.31

 
9.83

 
10.34

Estimated total capital to risk-weighted assets (5)
11.86

 
12.05

 
11.88

 
12.59

 
13.36

Total stockholders' equity to total assets
12.69

 
12.79

 
12.93

 
13.09

 
13.35

Tangible common equity to tangible assets (1)
7.15

 
7.11

 
7.10

 
7.07

 
7.32

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Excludes average balance of Series A preferred stock.
(3) Excludes income recognized on acquired loans of $88, $555, $113, $988 and $172, respectively.
(4) Total number of shares includes participating shares (those with dividend rights).
(5)  September 30, 2015, 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 Nine Months Ended September 30, 2015 and 2014
(Dollars in thousands)
(Unaudited)
   
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
   
 
2015
 
2014
 
2015
 
2014
Interest income:
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
42,145

 
$
35,633

 
$
123,350

 
$
93,637

Interest on taxable securities
 
393

 
711

 
1,553

 
2,187

Interest on nontaxable securities
 
461

 
404

 
1,324

 
1,028

Interest on federal funds sold and other
 
131

 
192

 
386

 
328

Total interest income
 
43,130

 
36,940

 
126,613

 
97,180

Interest expense:
 
 
 
 
 
 
 
 
Interest on deposits
 
3,067

 
2,530

 
8,794

 
6,874

Interest on FHLB advances
 
773

 
975

 
2,243

 
2,792

Interest on repurchase agreements and other borrowings
 
1,064

 
871

 
3,229

 
1,142

Interest on junior subordinated debentures
 
137

 
133

 
400

 
402

Total interest expense
 
5,041

 
4,509

 
14,666

 
11,210

Net interest income
 
38,089

 
32,431

 
111,947

 
85,970

Provision for loan losses
 
3,932

 
976

 
7,261

 
3,608

Net interest income after provision for loan losses
 
34,157

 
31,455

 
104,686

 
82,362

Noninterest income:
 
 
 
 
 
 
 
 
Service charges on deposit accounts
 
2,165

 
1,541

 
5,878

 
4,205

Mortgage fee income
 
1,353

 
1,080

 
4,082

 
2,777

Gain on sale of loans
 
116

 
1,078

 
116

 
1,078

Gain on sale of other real estate
 
41

 
20

 
220

 
59

Gain on sale of securities available for sale
 

 

 
90

 

Loss on sale of premises and equipment
 
(374
)
 
(22
)
 
(374
)
 
(22
)
Increase in cash surrender value of BOLI
 
268

 
281

 
806

 
690

Other
 
230

 
232

 
1,056

 
876

Total noninterest income
 
3,799

 
4,210

 
11,874

 
9,663

Noninterest expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
14,918

 
12,551

 
43,992

 
37,797

Occupancy
 
4,117

 
3,435

 
12,054

 
9,200

Data processing
 
786

 
472

 
2,140

 
1,420

FDIC assessment
 
541

 
426

 
1,553

 
1,246

Advertising and public relations
 
313

 
204

 
912

 
618

Communications
 
550

 
498

 
1,643

 
1,220

Net other real estate owned expenses (including taxes)
 
88

 
122

 
184

 
258

Operations of IBG Adriatica, net
 

 

 

 
23

Other real estate impairment
 
10

 
22

 
35

 
22

Core deposit intangible amortization
 
363

 
361

 
1,102

 
859

Professional fees
 
841

 
828

 
2,008

 
1,792

Acquisition expense, including legal
 
293

 
629

 
793

 
2,628

Other
 
3,010

 
2,614

 
8,255

 
6,498

Total noninterest expense
 
25,830

 
22,162

 
74,671

 
63,581

Income before taxes
 
12,126

 
13,503

 
41,889

 
28,444

Income tax expense
 
3,924

 
4,543

 
13,664

 
9,564

Net income
 
$
8,202

 
$
8,960

 
$
28,225

 
$
18,880





8

            

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

   
September 30,
 
December 31,
Assets
2015
 
2014
Cash and due from banks
$
126,991

 
$
153,158

Interest-bearing deposits in other banks
226,959

 
170,889

Cash and cash equivalents
353,950

 
324,047

Securities available for sale
200,188

 
206,062

Loans held for sale
6,218

 
4,453

Loans, net of allowance for loan losses
3,503,081

 
3,182,045

Premises and equipment, net
91,154

 
88,902

Other real estate owned
2,323

 
4,763

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
13,187

 
12,321

Bank-owned life insurance (BOLI)
40,590

 
39,784

Deferred tax asset
5,863

 
2,235

Goodwill
229,818

 
229,457

Core deposit intangible, net
11,353

 
12,455

Other assets
20,614

 
26,115

           Total assets
$
4,478,339

 
$
4,132,639

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
   Noninterest-bearing
884,272

 
818,022

   Interest-bearing
2,649,768

 
2,431,576

           Total deposits
3,534,040

 
3,249,598

FHLB advances
263,346

 
229,405

Repurchase agreements

 
4,012

Other borrowings
68,548

 
69,410

Other borrowings, related parties
2,591

 
3,320

Junior subordinated debentures
18,147

 
18,147

Other liabilities
23,410

 
17,896

           Total liabilities
3,910,082

 
3,591,788

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

 
23,938

Common stock
171

 
170

Additional paid-in capital
479,615

 
476,609

Retained earnings
61,670

 
37,731

Accumulated other comprehensive income
2,863

 
2,403

Total stockholders’ equity
568,257

 
540,851

            Total liabilities and stockholders’ equity
$
4,478,339

 
$
4,132,639











9

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Three Months Ended September 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 September 30,
   
2015
 
2014
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
3,411,536

 
$
42,145

 
4.90
%
 
$
2,878,566

 
$
35,633

 
4.91
%
Taxable securities
119,997

 
393

 
1.30

 
170,804

 
711

 
1.65

Nontaxable securities
65,440

 
461

 
2.79

 
69,784

 
404

 
2.30

Federal funds sold and other
109,031

 
131

 
0.48

 
67,908

 
192

 
1.12

Total interest-earning assets
3,706,004

 
$
43,130

 
4.62

 
3,187,062

 
$
36,940

 
4.60

Noninterest-earning assets
564,600

 
   
 
   
 
534,261

 
   
 
   
Total assets
$
4,270,604

 
   
 
   
 
$
3,721,323

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,279,575

 
$
1,416

 
0.44
%
 
$
1,126,424

 
$
1,288

 
0.45
%
Savings accounts
143,914

 
66

 
0.18

 
125,027

 
92

 
0.29

Money market accounts
289,895

 
211

 
0.29

 
111,675

 
94

 
0.33

Certificates of deposit
841,009

 
1,374

 
0.65

 
696,272

 
1,056

 
0.60

Total deposits
2,554,393

 
3,067

 
0.48

 
2,059,398

 
2,530

 
0.49

FHLB advances
212,267

 
773

 
1.44

 
303,458

 
975

 
1.27

Repurchase agreements and other borrowings
76,313

 
1,064

 
5.53

 
56,413

 
871

 
6.13

Junior subordinated debentures
18,147

 
137

 
3.00

 
18,147

 
133

 
2.91

Total interest-bearing liabilities
2,861,120

 
5,041

 
0.70

 
2,437,416

 
4,509

 
0.73

Noninterest-bearing checking accounts
836,212

 
   
 
   
 
785,054

 
   
 
   
Noninterest-bearing liabilities
7,395

 
   
 
   
 
10,647

 
   
 
   
Stockholders’ equity
565,877

 
   
 
   
 
488,206

 
   
 
   
Total liabilities and equity
$
4,270,604

 
   
 
   
 
$
3,721,323

 
   
 
   
Net interest income
   
 
$
38,089

 
   
 
   
 
$
32,431

 
   
Interest rate spread
   
 
   
 
3.92
%
 
   
 
   
 
3.87
%
Net interest margin
   
 
   
 
4.08

 
   
 
   
 
4.04

Average interest earning assets to interest bearing liabilities
   
 
   
 
129.53

 
   
 
   
 
130.76




10

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Nine Months Ended September 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 Nine Months Ended September 30,
   
2015
 
2014
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
3,336,034

 
$
123,350

 
4.94
%
 
$
2,454,773

 
$
93,637

 
5.10
%
Taxable securities
127,250

 
1,553

 
1.63

 
177,144

 
2,187

 
1.65

Nontaxable securities
67,603

 
1,324

 
2.62

 
54,414

 
1,028

 
2.53

Federal funds sold and other
136,420

 
386

 
0.38

 
77,940

 
328

 
0.56

Total interest-earning assets
3,667,307

 
$
126,613

 
4.62

 
2,764,271

 
$
97,180

 
4.70

Noninterest-earning assets
554,655

 
   
 
 
 
323,291

 
   
 
 
Total assets
$
4,221,962

 
   
 
 
 
$
3,087,562

 
   
 
 
Interest-bearing liabilities:
 
 
   
 
 
 
   
 
   
 
 
Checking accounts
$
1,287,810

 
$
4,206

 
0.44
%
 
$
1,012,012

 
$
3,522

 
0.47
%
Savings accounts
143,539

 
198

 
0.18

 
123,862

 
273

 
0.29

Money market accounts
260,768

 
490

 
0.25

 
101,243

 
232

 
0.31

Certificates of deposit
839,155

 
3,900

 
0.62

 
626,008

 
2,847

 
0.61

Total deposits
2,531,272

 
8,794

 
0.46

 
1,863,125

 
6,874

 
0.49

FHLB advances
212,005

 
2,243

 
1.41

 
243,232

 
2,792

 
1.53

Repurchase agreements and other borrowings
76,605

 
3,229

 
5.64

 
26,946

 
1,142

 
5.67

Junior subordinated debentures
18,147

 
400

 
2.95

 
18,147

 
402

 
2.96

Total interest-bearing liabilities
2,838,029

 
14,666

 
0.69

 
2,151,450

 
11,210

 
0.70

Noninterest-bearing checking accounts
819,649

 
   
 
   
 
528,481

 
   
 
   
Noninterest-bearing liabilities
7,722

 
   
 
   
 
8,968

 
   
 
   
Stockholders’ equity
556,562

 
   
 
   
 
398,663

 
   
 
   
Total liabilities and equity
$
4,221,962

 
   
 
   
 
$
3,087,562

 
   
 
   
Net interest income
   
 
$
111,947

 
   
 
   
 
$
85,970

 
   
Interest rate spread
   
 
   
 
3.93
%
 
   
 
   
 
4.00
%
Net interest margin
   
 
   
 
4.08

 
   
 
   
 
4.16

Average interest earning assets to interest bearing liabilities
   
 
   
 
129.22

 
   
 
   
 
128.48



11

            

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

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

 

 
 
September 30, 2015
 
December 31, 2014
 
 
Amount
 
% of Total
 
Amount
 
% of Total
Commercial
 
$
668,001

 
18.9
%
 
$
672,052

 
21.0
%
Real estate:
 
 
 
 
 
 
 
   
Commercial real estate
 
1,777,401

 
50.3

 
1,450,434

 
45.2

Commercial construction, land and land development
 
324,007

 
9.2

 
334,964

 
10.5

Residential real estate (1)
 
555,951

 
15.7

 
518,478

 
16.2

Single-family interim construction
 
140,144

 
4.0

 
138,278

 
4.3

Agricultural
 
37,207

 
1.0

 
38,822

 
1.2

Consumer
 
32,621

 
0.9

 
52,267

 
1.6

Other
 
161

 

 
242

 

Total loans
 
3,535,493

 
100.0
%
 
3,205,537

 
100.0
%
Deferred loan fees
 
(1,106
)
 
 
 
(487
)
 
 
Allowance for losses
 
(25,088
)
 
 
 
(18,552
)
 
   
Total loans, net
 
$
3,509,299

 
   
 
$
3,186,498

 
   
(1) Includes loans held for sale at September 30, 2015 and December 31, 2014 of $6,218 and $4,453, respectively.

12

            

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

 
 
For the Three Months Ended
 
 
September 30, 2015
June 30, 2015
March 31, 2015
December 31, 2014
September 30, 2014
Net Interest Income - Reported
(a)
$
38,089

$
37,780

$
36,078

$
38,175

$
32,431

Income recognized on acquired loans
 
(88
)
(555
)
(113
)
(988
)
(172
)
Adjusted Net Interest Income
(b)
38,001

37,225

35,965

37,187

32,259

Provision Expense - Reported
(c)
3,932

1,659

1,670

1,751

976

Noninterest Income - Reported
(d)
3,799

4,109

3,966

3,961

4,210

Gain on sale of loans
 
(116
)



(1,078
)
Gain on sale of OREO
 
(41
)
(49
)
(130
)
(12
)
(20
)
Gain on sale of securities
 

(90
)

(362
)

Loss on sale of premises and equipment
 
374




22

Adjusted Noninterest Income
(e)
4,016

3,970

3,836

3,587

3,134

Noninterest Expense - Reported
(f)
25,830

24,455

24,386

24,931

22,162

OREO Impairment
 
(10
)
(25
)


(22
)
IPO related stock grant and bonus expense
 
(156
)
(156
)
(156
)
(156
)
(156
)
Registration statements
 



(163
)
(456
)
Acquisition Expense (5)
 
(770
)
(458
)
(1,239
)
(1,841
)
(1,401
)
Adjusted Noninterest Expense
(g)
24,894

23,816

22,991

22,771

20,127

Pre-Tax Pre-Provision Earnings
(a) + (d) - (f)
$
16,058

$
17,434

$
15,658

$
17,205

$
14,479

Core Pre-Tax Pre-Provision Earnings
(b) + (e) - (g)
$
17,123

$
17,379

$
16,810

$
18,003

$
15,266

Core Earnings (2)
(b) - (c) + (e) - (g)
$
8,917

$
10,532

$
10,230

$
10,889

$
9,546

 Reported Efficiency Ratio
(f) / (a + d)
61.66
%
58.38
%
60.90
%
59.17
%
60.48
%
 Core Efficiency Ratio
(g) / (b + e)
59.25
%
57.81
%
57.76
%
55.85
%
56.87
%
Adjusted Return on Average Assets (1)
 
0.83
%
0.99
%
1.00
%
1.05
%
1.02
%
Adjusted Return on Average Equity (1)
 
6.53
%
7.93
%
7.96
%
8.30
%
8.15
%
Adjusted Return on Tangible Equity (1)
 
11.77
%
14.51
%
14.86
%
15.27
%
15.36
%
Total Average Assets
 
$
4,270,604

$
4,259,334

$
4,154,007

$
4,098,671

$
3,721,323

Total Average Stockholders' Equity (3)
 
$
541,939

$
532,715

$
520,899

$
520,800

$
464,528

Total Average Tangible Stockholders' Equity (3) (4)
 
$
300,578

$
291,166

$
279,149

$
282,907

$
246,500

(1) Calculated using core earnings
(2)  Assumes actual effective tax rate of 32.4%, 33.0%, 32.4%, 33.0% and 33.2%, respectively. December 31, 2014, and September 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 $477 thousand, $430 thousand, $767 thousand, $843 thousand and $772 thousand of compensation and bonus expenses in addition to $293 thousand, $28 thousand, $472 thousand, $998 thousand and $629 thousand of merger-related expenses for the quarters ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.
 

13

            

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

Tangible Book Value Per Common Share
 
 
 
 
September 30,
 
December 31,
 
2015
 
2014
Tangible Common Equity
 
 
 
Total common stockholders' equity
$
544,319

 
$
516,913

Adjustments:
 
 
 
Goodwill
(229,818
)
 
(229,457
)
Core deposit intangibles, net
(11,353
)
 
(12,455
)
Tangible common equity
$
303,148

 
$
275,001

Tangible assets
$
4,237,168

 
$
3,890,727

Common shares outstanding
17,111,394

 
17,032,669

Tangible common equity to tangible assets
7.15
%
 
7.07
%
Book value per common share
$
31.81

 
$
30.35

Tangible book value per common share
17.72

 
16.15


Tier 1 Common and Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
September 30,
 
December 31,
 
2015
 
2014
Tier 1 Common Equity
 
 
 
Total common stockholders' equity - GAAP
$
544,319

 
$
516,913

Adjustments:
 
 
 
Unrealized gain on available-for-sale securities
(2,863
)
 
(2,403
)
Goodwill
(229,818
)
 
(229,457
)
Core deposit intangibles, net
(2,952
)
 
(12,455
)
Tier 1 common equity
$
308,686

 
$
272,598

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

 
17,600

Preferred Stock
23,938

 
23,938

Tier 1 Equity
$
350,224

 
$
314,136

Total Risk-Weighted Assets
$
3,738,305

 
$
3,195,413

Estimated total common stockholders' equity to risk-weighted assets ratio
14.56
%
 
16.18
%
Estimated tier 1 equity to risk-weighted assets ratio
9.37

 
9.83

Estimated tier 1 common equity to risk-weighted assets ratio
8.26

 
9.08



14