ABTX - Allegiance Bancshares Inc. Reports First Quarter 2022 Results

• Record core loan growth of $130.3 million, or 12.8% (annualized), to $4.20 billion as of March 31, 2022 compared to $4.07 billion as of December 31, 2021 and $274.1 million, or 7.0%, compared to March 31, 2021; core loans exclude Paycheck Protection Program (PPP) loans
  
• Net income and diluted earnings per share of $18.7 million and $0.91 for the first quarter 2022, respectively
• Deposit growth of $114.7 million, or 7.6% (annualized), to $6.16 billion as of March 31, 2022 from $6.05 billion as of December 31, 2021 and grew $788.1 million, or 14.7%, from $5.37 billion at March 31, 2021
• Board declared quarterly dividend of $0.14 per share of common stock and authorized a one million share repurchase program

HOUSTON, April 29, 2022 (GLOBE NEWSWIRE) -- Allegiance Bancshares, Inc. (NASDAQ: ABTX) (Allegiance), the holding company of Allegiance Bank (the "Bank"), today reported net income of $18.7 million and diluted earnings per share of $0.91 for the first quarter 2022 compared to net income of $18.0 million and diluted earnings per share of $0.89 for the first quarter 2021.

“We are delighted to report a productive start to 2022 driven by record core loan originations, with growth at an annualized rate of over 12% in the first quarter,” said Steve Retzloff, Allegiance’s Chief Executive Officer. “Our team’s outstanding efforts also delivered solid earnings results, credit quality metrics and deposit growth,” continued Retzloff.

“We are excited about the future of Allegiance and the pending merger of equals with CBTX, Inc. Our companies are embracing a unified approach as we collaborate to become the premier bank headquartered in the Houston region. We continue to remain true to delivering personalized and remarkable service to all of our customers. The effective combination of scale with our well-established relationship banking further strengthens our competitive position in a large and expanding market,” concluded Retzloff.

First Quarter 2022 Results

Net interest income before the provision for credit losses in the first quarter 2022 decreased $526 thousand, or 0.9%, to $55.2 million from $55.7 million for the first quarter 2021 and decreased $2.9 million, or 5.0%, from $58.1 million for the fourth quarter 2021. These decreases were primarily due to the changes in market interest rates and the decreased impact of loans within the Small Business Administration Paycheck Protection Program (PPP) partially offset by lower costs on interest-bearing liabilities. The net interest margin on a tax equivalent basis decreased 89 basis points to 3.30% for the first quarter 2022 from 4.19% for the first quarter 2021 and decreased 27 basis points from 3.57% for the fourth quarter 2021. The decreases in the margin were primarily due to the decrease in the average yield on interest-earning assets, driven by the increase in cash and securities, partially offset by the decrease in funding costs.

Noninterest income for the first quarter 2022 was $4.0 million, an increase of $2.3 million, or 131.5%, compared to $1.7 million for the first quarter 2021 and increased $1.6 million, or 63.7%, compared to $2.5 million for the fourth quarter 2021. First quarter 2022 other noninterest income included $1.3 million in income from Small Business Investment Company investments.

Noninterest expense for the first quarter 2022 decreased $402 thousand, or 1.2%, to $34.5 million from $34.9 million for the first quarter 2021 and decreased $2.2 million, or 6.1%, compared to the fourth quarter of 2021. The decrease over the fourth quarter 2021 was primarily due to decreased professional fees and acquisition and merger-related expenses associated with the pending merger with CBTX, Inc. partially offset by increased regulatory assessments and FDIC insurance.

In the first quarter 2022, Allegiance’s efficiency ratio decreased to 58.32% compared to 60.85% for the first quarter 2021 and 60.68% for the fourth quarter 2021. First quarter 2022 annualized returns on average assets, average equity and average tangible equity were 1.04%, 9.40% and 13.35%, respectively, compared to 1.18%, 9.59% and 14.03% for the first quarter 2021. Annualized returns on average assets, average equity and average tangible equity for the fourth quarter 2021 were 1.23%, 10.60% and 15.05%, respectively. Return on average tangible equity is a non-GAAP measure. Please refer to the non-GAAP reconciliation on page 11.

Financial Condition

Total assets at March 31, 2022 increased $718.4 million, or 11.2%, to $7.15 billion compared to $6.43 billion at March 31, 2021 and increased $44.4 million, or 2.5% (annualized), compared to $7.10 billion at December 31, 2021, primarily due to the increased origination of core loans and growth in the securities portfolio partially offset by paydowns of PPP loans.

Total loans at March 31, 2022 decreased $375.7 million, or 8.1%, to $4.28 billion compared to $4.66 billion at March 31, 2021, primarily due to paydowns on PPP loans, and increased $63.0 million, or 6.0% (annualized) compared to $4.22 billion at December 31, 2021 due to the increase in organic core loans. Core loans, which exclude PPP loans, increased $274.1 million, or 7.0%, to $4.20 billion at March 31, 2022 from $3.93 billion at March 31, 2021 and increased $130.3 million, or 12.8% (annualized), from $4.07 billion at December 31, 2021.

Deposits at March 31, 2022 increased $788.1 million, or 14.7%, to $6.16 billion compared to $5.37 billion at March 31, 2021 and increased $114.7 million, or 7.6% (annualized), compared to $6.05 billion at December 31, 2021.

Asset Quality

Nonperforming assets totaled $26.3 million, or 0.37%, of total assets, at March 31, 2022 compared to $35.6 million, or 0.55%, of total assets, at March 31, 2021 and $24.1 million, or 0.34%, of total assets at December 31, 2021. The allowance for credit losses on loans as a percentage of total loans was 1.15% at March 31, 2022, 1.13% at March 31, 2021 and 1.14% at December 31, 2021.

The provision for credit losses for the first quarter 2022 was $1.8 million compared to $639 thousand for the first quarter 2021 and the recapture of provision for credit losses of $2.6 million for the fourth quarter 2021. The increase in the Company’s provision for credit losses in the first quarter of 2022 compared to the first and fourth quarters of 2021 reflects an increase in core loans.

First quarter 2022 net charge-offs were $317 thousand, or 0.03% (annualized) of average loans, a decrease from net charge-offs of $345 thousand, or 0.03% (annualized) of average loans, for the first quarter 2021 and a decrease of $1.0 million from $1.4 million, or 0.13% (annualized) of average loans, for the fourth quarter 2021.

Dividend

The Board of Directors of Allegiance declared a cash dividend on April 28, 2022 of $0.14 per share to be paid on June 15, 2022 to all shareholders of record as of May 31, 2022. The amount and timing of any future dividend payments to shareholders will be subject to the discretion of Allegiance’s Board of Directors.

Share Repurchase Authorization

On April 28, 2022, the Board of Directors of Allegiance authorized the repurchase of up to one million shares of outstanding Allegiance common stock through April 30, 2023. Repurchases under this program may be made from time to time through open market purchases, privately negotiated transactions or such other manners as will comply with applicable laws and regulations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The repurchase program does not obligate Allegiance to purchase any particular number of shares and there is no guarantee as to the exact number of shares that will be repurchased by Allegiance. Allegiance may suspend, modify or terminate the program at any time and for any reason, without prior notice. On April 30, 2022, the Company’s previously approved one million share repurchase authorization will expire.

Pending Merger

On November 8, 2021, Allegiance and CBTX, Inc., jointly announced that they entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger of equals. CBTX reported total assets of $4.49 billion as of December 31, 2021. Under the terms of the definitive merger agreement, Allegiance shareholders will receive 1.4184 shares of CBTX, Inc. common stock for each share of Allegiance common stock they own. Following the completion of the merger, we estimate that former Allegiance shareholders will own approximately 54% and former CBTX, Inc. shareholders will own approximately 46% of the combined company. The companies have submitted the required regulatory filings and, subject to satisfaction or in some cases waiver of the closing conditions, including approval of the merger agreement by both companies’ shareholders, the parties anticipate closing in the second quarter of the year. Each company has scheduled a special meeting for May 24, 2022 at which its respective shareholders will consider and vote on the merger agreement and other related matters.

GAAP Reconciliation of Non-GAAP Financial Measures

Allegiance’s management uses certain non-GAAP financial measures to evaluate its performance. Please refer to the GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures on page 11 of this earnings release for a reconciliation of these non-GAAP financial measures.

Conference Call

As previously announced, Allegiance’s management team will host a conference call on Friday, April 29, 2022 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) to discuss its first quarter 2022 results. Individuals and investment professionals may participate in the call by dialing (877) 279-2520. The conference ID number is 3473855. Alternatively, a simultaneous audio-only webcast may be accessed via the Investor Relations section of Allegiance’s website at www.allegiancebank.com, under Upcoming Events. If you are unable to participate during the live webcast, the webcast will be archived on the Investor Relations section of Allegiance’s website at www.allegiancebank.com, under News and Events, Event Calendar, Past Events.

Allegiance Bancshares, Inc.

As of March 31, 2022, Allegiance was a $7.15 billion asset Houston, Texas-based bank holding company. Through its wholly owned subsidiary, Allegiance Bank, Allegiance provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers in the Houston region. Allegiance’s super-community banking strategy was designed to foster strong customer relationships while benefiting from a platform and scale that is competitive with larger local and regional banks. As of March 31, 2022, Allegiance Bank operated 27 full-service banking locations in the Houston region, which we define as the Houston-The Woodlands-Sugar Land and Beaumont-Port Arthur metropolitan statistical areas, with 26 bank offices in the Houston metropolitan area and one bank office in Beaumont, just outside of the Houston metropolitan area. Visit www.allegiancebank.com for more information.

Forward-Looking Statements

Certain statements in this press release which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These statements include, but are not limited to, statements about the benefits of the proposed merger of Allegiance and CBTX, including future financial and operating results (including the anticipated impact of the transaction on Allegiance's and CBTX's respective earnings and book value), statements related to the expected timing of the completion of the merger, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Allegiance or CBTX to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: (1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized; (2) disruption to the parties' businesses as a result of the announcement and pendency of the merger; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (4) the risk that the integration of each party's operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party's businesses into the other's businesses; (5) the failure to obtain the necessary approvals by the shareholders of Allegiance or CBTX; (6) the amount of the costs, fees, expenses and charges related to the merger; (7) the ability by each of Allegiance and CBTX to obtain required governmental approvals of the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (8) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger; (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger; (10) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (11) the dilution caused by CBTX's issuance of additional shares of its common stock in the merger; (12) general competitive, economic, political and market conditions; (13) the costs, effects and results of regulatory examinations and investigations or the ability of the parties to obtain required regulatory approvals; and (14) other factors that may affect future results of CBTX and Allegiance including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System and Office of the Comptroller of the Currency and legislative and regulatory actions and reforms. Additionally, the impact of the COVID-19 pandemic continues to evolve and its future effects on Allegiance are difficult to predict.

Additional factors which could affect future results of Allegiance and CBTX can be found in Allegiance's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the Current Reports on Form 8-K, and CBTX's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC's website at https://www.sec.gov. Allegiance and CBTX disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Information about the Merger and Where to Find It

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed merger, CBTX has filed a registration statement on Form S-4 with the SEC to register the shares of CBTX common stock that will be issued to Allegiance shareholders in connection with the merger. The registration statement includes a joint proxy statement/prospectus. The Form S-4 became effective on April 7, 2022 and a definitive joint proxy statement/prospectus was filed by each of Allegiance and CBTX with the SEC. On or about April 15, 2022, Allegiance and CBTX mailed the definitive proxy statement/prospectus to their respective shareholders to seek their approval of the proposed merger.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALLEGIANCE, CBTX AND THE PROPOSED MERGER.

Investors and security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC by Allegiance or CBTX through the website maintained by the SEC at https://www.sec.gov. Documents filed with the SEC by CBTX will be available free of charge by accessing the CBTX's website at www.communitybankoftx.com under the heading “Investor Relations” or, alternatively, by directing a request by mail or telephone to CBTX, Inc., 9 Greenway Plaza, Suite 110, Houston, Texas 77046, Attn: Investor Relations, (713) 210-7600, and documents filed with the SEC by Allegiance will be available free of charge by accessing Allegiance’s website at www.allegiancebank.com under the heading "Investor Relations" or, alternatively, by directing a request by mail or telephone to Allegiance Bancshares, Inc., 8847 West Sam Houston Parkway, N., Suite 200, Houston, Texas 77040, (281) 894-3200.

Participants in the Solicitation

CBTX, Allegiance and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CBTX and Allegiance in connection with the proposed merger. Certain information regarding the interests of these participants and a description of their direct or indirect interests, by security holdings or otherwise, are included in the joint proxy statement/prospectus regarding the proposed merger. Additional information about the directors and executive officers of CBTX and their ownership of CBTX's common stock is set forth in CBTX's annual report on Form 10-K, filed with the SEC on February 25, 2022. Additional information about the directors and executive officers of Allegiance and their ownership of Allegiance's common stock is set forth in Allegiance's proxy statement for its annual meeting of shareholders, filed with the SEC on March 10, 2022. These documents can be obtained free of charge from the sources described above.

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GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures
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Allegiance’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Allegiance believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and that management and investors benefit from referring to these non-GAAP financial measures in assessing Allegiance’s performance and when planning, forecasting, analyzing and comparing past, present and future periods. Specifically, Allegiance reviews tangible book value per share, return on average tangible equity and the ratio of tangible equity to tangible assets for internal planning and forecasting purposes. Allegiance has included in this Earnings Release information relating to these non-GAAP financial measures for the applicable periods presented.  These non-GAAP measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Allegiance calculates the non-GAAP financial measures may differ from that of other companies reporting measures with similar names.