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

Exhibit 99.1

Press Release
For Immediate Release

         
    


Independent Bank Group Reports
First Quarter Financial Results

McKINNEY, Texas, April 25, 2016 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income available to common shareholders of $12.4 million, or $0.67 per diluted share, for the quarter ended March 31, 2016 compared to $9.4 million, or $0.55 per diluted share, for the quarter ended March 31, 2015 and $10.5 million, or $0.58 per diluted share, for the quarter ended December 31, 2015.


Highlights

Continued strong earnings
Core earnings were $12.4 million, or $0.67 per diluted share, compared to $11.4 million, or $0.63 per diluted share, for fourth quarter 2015
Net interest income increased 8.3% compared to fourth quarter 2015
Core efficiency ratio improved to 55.7% compared to 58.8% for fourth quarter 2015
Solid organic loan growth of 14.2% on an annualized basis for the quarter
Increased the allowance for loan loss with a $3 million provision to support continued loan growth and to increase the energy related allowance
Successfully completed the operational conversion of Grand Bank


Independent Bank Group Chairman and Chief Executive Officer David Brooks said, “This was another successful quarter and demonstrates our continued focus on consistent earnings performance. Solid organic loan growth fueled the increase in net interest income and we are continuing to improve our efficiency ratio through earnings and planned expense reductions across the Company. We prudently bolstered our overall allowance for loan losses and specifically increased the energy related allowance. Despite the increased provision, we were able to build upon our fourth quarter 2015 earnings performance and maintain strong earnings for the quarter. We are pleased with this solid first step toward a successful year.”


First Quarter 2016 Operating Results


Net Interest Income


Net interest income was $45.7 million for first quarter 2016 compared to $36.1 million for first quarter 2015 and $42.2 million for fourth quarter 2015. The increases in net interest income from the previous year and linked quarter were primarily due to increased average loan balances resulting from organic loan growth as well as loans acquired in the Grand Bank acquisition in November 2015.
The yield on interest-earning assets was 4.60% for first quarter 2016 compared to 4.59% for first quarter 2015 and 4.46% for fourth quarter 2015. The increase from the linked quarter is related primarily to higher accretion income on acquired loans compared to the prior quarter but also reflects the recognition of $182 thousand in interest income resulting from the payoff of a nonaccrual loan as well as the collection of a $160 thousand extension fee on an energy credit.
The cost of interest bearing liabilities, including borrowings, was 0.65% for first quarter 2016 compared to 0.68% for first quarter 2015 and 0.66% for fourth quarter 2015. The decrease from the prior year is primarily due to maturities of higher rate FHLB advances during 2015 as well as the retirement of $5.8 million of 7% debentures during the first quarter of 2016.


1


The net interest margin was 4.08% for first quarter 2016 compared to 4.07% for first quarter 2015 and 3.96% for fourth quarter 2015. The increase from the linked quarter is related primarily to higher accretion income on acquired loans that resulted in a seven basis point increase. In addition, recognition of interest income from the payoff of a nonaccrual loan and the receipt of the energy credit extension fee resulted in a three basis point increase to the net interest margin in the first quarter 2016.
The average balance of total interest-earning assets grew by $901.3 million and totaled $4.5 billion compared to $3.6 billion at March 31, 2015 and grew by $280.8 million compared to $4.2 billion at December 31, 2015. This increase from prior year and the linked quarter is due to organic growth and the Grand Bank acquisition.


Noninterest Income

Total noninterest income increased $504 thousand compared to first quarter 2015 and increased $216 thousand compared to fourth quarter 2015.
The increase from the prior year reflects a $110 thousand increase in service charges on deposit accounts, an increase of $76 thousand in mortgage fee income and a $372 thousand increase in other noninterest income offset by a decrease of $87 thousand in other real estate gains. A large portion of the increase in other noninterest income from the prior year is related to increased earning credits on correspondent accounts and an increase in income distributions from small business fund investments during the first quarter 2016.
The increase from the linked quarter primarily relates to an increase of $189 thousand in mortgage fee income.


Noninterest Expense

Total noninterest expense increased $4.1 million compared to first quarter 2015 and decreased $8 thousand compared to fourth quarter 2015.
The increase in noninterest expense compared to first quarter 2015 is due primarily to an increase of $2.4 million in salaries and benefits expense, an increase of $130 thousand in occupancy expenses, an increase of $494 thousand in data processing expenses, an increase of $207 thousand in FDIC assessment, an increase of $170 thousand in professional fees, an increase of $167 thousand in acquisition expenses, and an increase of $525 thousand in other noninterest expense. Overall increases in noninterest expense from the prior year are generally due to the increase in number of employees and operating costs resulting from the Grand Bank transaction. The increase in professional fees is primarily due to increased legal fees on existing litigation inherited in the Bank of Houston transaction. The increase in acquisition-related expenses primarily related to additional fees incurred relating to the core conversion of Grand Bank during the first quarter 2016.
The small net decrease from the linked quarter is primarily related to increases of $225 thousand in salaries and benefits and $169 thousand in advertising and public relations expenses offset by a decrease of $523 thousand in professional fees. Salaries and benefits increased primarily due to severance payments to Grand Bank employees and payroll taxes on bonus and restricted stock vesting. Professional fees decreased during first quarter 2016 primarily because legal expenses related to the energy portfolio and the existing Bank of Houston litigation were unusually high in fourth quarter 2015.


Provision for Loan Losses

Provision for loan loss expense was $3.0 million for the first quarter 2016, an increase of $1.3 million compared to $1.7 million for first quarter 2015 and an increase of $1.0 million compared to $2.0 million for the fourth quarter 2015. The increase in provision expense from the prior year and linked quarter is primarily due to organic loan growth during the respective periods as well as an increase in reserves for the energy portfolio in recognition of the continued volatility in commodity prices.
The allowance for loan losses was $30.0 million, or 0.73% of total loans, at March 31, 2016, compared to $20.0 million, or 0.61% of total loans at March 31, 2015, and compared to $27.0 million, or 0.68% of total loans, at December 31, 2015. The increase in the allowance from the prior periods is due to additions to general reserves for organic loan growth, specific allocations on impaired assets, as well as an increase in general reserves for the energy portfolio. As of March 31, 2016, the total energy related allowance to the total energy portfolio was 5%.


Income Taxes

Federal income tax expense of $6.2 million was recorded for the quarter ended March 31, 2016, an effective rate of 33.1% compared to tax expense of $4.5 million and an effective rate of 32.4% for the quarter ended March 31, 2015 and tax expense of $5.3 million and an effective rate of 33.6% for the quarter ended December 31, 2015. The higher tax rate in the fourth quarter 2015 was due to non-deductible acquisition expenses relating to the Grand Bank acquisition.





2


First Quarter 2016 Balance Sheet Highlights:


Loans

Total loans held for investment were $4.130 billion at March 31, 2016 compared to $3.989 billion at December 31, 2015 and to $3.303 billion at March 31, 2015. This represented total loan growth of $141.1 million for the quarter, or 14.2% on an annualized basis. Loan growth from the prior year was 25.0% (approximately 16.8% of which was organic growth with the remainder resulting from the Grand Bank acquisition).
Energy outstandings at the end of the first quarter were $185.9 million (4.5% of total loans) versus $204.9 million at year end, a reduction of 9.3% from the previous quarter. The production portfolio, consisting of working interest and royalty credits, was $173.2 million (4.2% of total loans) at March 31, 2016 made up of 26 credits and 25 relationships. Oil field service related loans represented an additional $12.7 million (0.3% of loans) at quarter end and consisted of 23 borrowers. As of March 31, 2016, there were three nonperforming classified energy credits with balances totaling $23.7 million and four performing classified energy credits with a balance of $24.6 million. None of the seven credits were oil field service related. All energy related credits are being closely monitored and the Company is in close contact with 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 increased to $32.7 million, or 0.62% of total assets at March 31, 2016 from $18.1 million, or 0.36% of total assets at December 31, 2015 and from $18.2 million, or 0.43% of total assets at March 31, 2015.
Total nonperforming loans increased to $29.9 million, or 0.72% of total loans at March 31, 2016 compared to $14.9 million, or 0.37% of total loans at December 31, 2015 and increased from $13.7 million, or 0.41% of total loans at March 31, 2015.
The increase in nonperforming assets and nonperforming loans from the linked quarter and prior year is primarily due to the addition of a $17.1 million energy loan participation that was placed on nonaccrual by the lead bank.
Charge-offs were 0.01% annualized in the first quarter 2016. There were no net charge-offs in the linked or prior year quarters.


Deposits and Borrowings

Total deposits were $4.172 billion at March 31, 2016 compared to $4.028 billion at December 31, 2015 and compared to $3.387 billion at March 31, 2015.
The average cost of interest bearing deposits was 0.48% for the first quarter 2016 compared to 0.45% for both the first quarter 2015 and the fourth quarter 2015.
Total borrowings (other than junior subordinated debentures) were $444.7 million at March 31, 2016, an increase of $73.5 million from December 31, 2015 and an increase of $147.5 million from March 31, 2015. These movements reflect changes in the balances of short term FHLB advances during the applicable periods.


Capital

The tangible common equity to tangible assets and the Tier 1 capital to average assets ratios were 6.86% and 7.36% (estimated), respectively, at March 31, 2016 compared to 6.87% and 8.28%, respectively, at December 31, 2015 and 7.10% and 7.78%, respectively, at March 31, 2015. The total stockholders’ equity to total assets ratio was 11.71%, 11.94% and 12.93% at March 31, 2016, December 31, 2015 and March 31, 2015, respectively. Total capital to risk weighted assets was 10.53% at March 31, 2016 (estimated) compared to 11.14% at December 31, 2015 and 11.88% at March 31, 2015. The declines in capital ratios from prior periods is primarily due to the redemption of the SBLF preferred stock in January 2016.
Book value and tangible book value per common share were $33.38 and $18.54, respectively, at March 31, 2016 compared to $32.79 and $17.85, respectively, at December 31, 2015 and $30.77 and $16.65, respectively, at March 31, 2015.
Return on tangible equity (on an annualized basis) was 14.57% for the first quarter 2016 compared to 13.37% and 13.64% for the fourth quarter 2015 and first quarter 2015, respectively.
Return on average assets and return on average equity (on an annualized basis) were 0.95% and 8.10%, respectively, for first quarter 2016 compared to 0.86% and 7.28%, respectively, for fourth quarter 2015 and 0.92% and 7.31%, respectively, for first quarter 2015.





3


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 42 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 on Tuesday, April 26, 2016 at 8:30 a.m. (EDT) and can be accessed by calling 1-877-303-7611 and by identifying the conference ID number 86024446. A recording of the conference call will be available from April 26, 2016 through May 3, 2016 by accessing our website, www.ibtx.com.

Forward-Looking Statements

The numbers as of and for the quarter ended March 31, 2016 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 nonperforming 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 Annual Report on Form 10-K filed on February 25, 2016, 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 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
(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 March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015
(Dollars in thousands, except for share data)
(Unaudited)
 
As of and for the quarter ended
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
June 30, 2015
 
March 31, 2015
Selected Income Statement Data
 
 
 
 
 
 
 
 
 
Interest income
$
51,464

 
$
47,414

 
$
43,130

 
$
42,747

 
$
40,736

Interest expense
5,804

 
5,263

 
5,041

 
4,967

 
4,658

   Net interest income
45,660

 
42,151

 
38,089

 
37,780

 
36,078

Provision for loan losses
2,997

 
1,970

 
3,932

 
1,659

 
1,670

   Net interest income after provision for loan losses
42,663

 
40,181

 
34,157

 
36,121

 
34,408

Noninterest income
4,470

 
4,254

 
3,799

 
4,109

 
3,966

Noninterest expense
28,519

 
28,527

 
25,830

 
24,455

 
24,386

Income tax expense
6,162

 
5,347

 
3,924

 
5,204

 
4,536

   Net income
12,452

 
10,561

 
8,202

 
10,571

 
9,452

Preferred stock dividends
8

 
60

 
60

 
60

 
60

     Net income available to common shareholders
12,444

 
10,501

 
8,142

 
10,511

 
9,392

Core net interest income (1)
44,327

 
41,635

 
38,001

 
37,225

 
35,965

Core Pre-Tax Pre-Provision Earnings (1)
21,590

 
18,875

 
17,123

 
17,379

 
16,810

Core Earnings (1)
12,438

 
11,377

 
8,917

 
10,532

 
10,230

 
 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
Basic 
$
0.67

 
$
0.58

 
$
0.48

 
$
0.61

 
$
0.55

Diluted
0.67

 
0.58

 
0.47

 
0.61

 
0.55

Core earnings:
 
 
 
 
 
 
 
 
 
Basic (1)
0.67

 
0.63

 
0.52

 
0.62

 
0.60

Diluted (1)
0.67

 
0.63

 
0.52

 
0.61

 
0.60

Dividends
0.08

 
0.08

 
0.08

 
0.08

 
0.08

Book value
33.38

 
32.79

 
31.81

 
31.30

 
30.77

Tangible book value  (1)
18.54

 
17.85

 
17.72

 
17.18

 
16.65

Common shares outstanding
18,461,480

 
18,399,194

 
17,111,394

 
17,108,394

 
17,119,793

Weighted average basic shares outstanding (4)
18,444,284

 
17,965,055

 
17,110,090

 
17,111,958

 
17,091,663

Weighted average diluted shares outstanding (4)
18,528,031

 
18,047,960

 
17,199,281

 
17,198,981

 
17,169,596

 
 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 

 

 

Total assets
$
5,261,967

 
$
5,055,000

 
$
4,478,339

 
$
4,375,727

 
$
4,258,364

Cash and cash equivalents
356,526

 
293,279

 
353,950

 
424,196

 
358,798

Securities available for sale
302,650

 
273,463

 
200,188

 
180,465

 
198,149

Loans, held for sale
8,515

 
12,299

 
6,218

 
7,237

 
7,034

Loans, held for investment
4,130,496

 
3,989,405

 
3,529,275

 
3,375,553

 
3,303,248

Allowance for loan losses
29,984

 
27,043

 
25,088

 
21,764

 
20,227

Goodwill and core deposit intangible
273,972

 
275,000

 
241,171

 
241,534

 
241,722

Other real estate owned
1,745

 
2,168

 
2,323

 
2,958

 
4,587

Noninterest-bearing deposits
1,070,611

 
1,071,656

 
884,272

 
886,087

 
806,912

Interest-bearing deposits
3,101,341

 
2,956,623

 
2,649,768

 
2,581,397

 
2,579,766

Borrowings (other than junior subordinated debentures)
444,745

 
371,283

 
334,485

 
271,504

 
297,274

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

Total stockholders' equity
616,258

 
603,371

 
568,257

 
559,447

 
550,728


6

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Financial Data
Three Months Ended March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015

(Dollars in thousands, except for share data)
(Unaudited)

 
As of and for the quarter ended
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
June 30, 2015
 
March 31, 2015
Selected Performance Metrics
 
 
 
 
 
 
 
 
 
Return on average assets
0.95
%
 
0.86
%
 
0.76
%
 
0.99
%
 
0.92
 %
Return on average equity (2)
8.10

 
7.28

 
5.96

 
7.91

 
7.31

Return on tangible equity (2) (6)
14.57

 
13.37

 
10.75

 
14.48

 
13.64

Adjusted return on average assets (1)
0.95

 
0.93

 
0.83

 
0.99

 
1.00

Adjusted return on average equity (1) (2)
8.09

 
7.89

 
6.53

 
7.93

 
7.96

Adjusted return on tangible equity (1) (2) (5)
14.57

 
14.49

 
11.77

 
14.51

 
14.86

Net interest margin
4.08

 
3.96

 
4.08

 
4.10

 
4.07

Adjusted net interest margin (3)
3.96

 
3.91

 
4.07

 
4.04

 
4.05

Efficiency ratio
56.89

 
61.47

 
61.66

 
58.38

 
60.90

Core efficiency ratio (1)
55.68

 
58.75

 
59.25

 
57.81

 
57.76

 
 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.62
%
 
0.36
%
 
0.34
%
 
0.37
%
 
0.43
 %
Nonperforming loans to total loans
0.72

 
0.37

 
0.33

 
0.40

 
0.41

Nonperforming assets to total loans and other real estate
0.79

 
0.45

 
0.43

 
0.48

 
0.55

Allowance for loan losses to non-performing loans
100.35

 
181.99

 
214.21

 
163.12

 
148.06

Allowance for loan losses to total loans
0.73

 
0.68

 
0.71

 
0.64

 
0.61

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

 

 
0.07

 
0.01

 

 
 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
 
Estimated common equity tier 1 capital to risk-weighted assets
7.96
%
 
7.94
%
 
8.26
%
 
8.33
%
 
8.62
 %
Estimated tier 1 capital to average assets
7.36

 
8.28

 
8.67

 
8.40

 
7.78

Estimated tier 1 capital to risk-weighted assets (1)
8.36

 
8.92

 
9.37

 
9.49

 
9.31

Estimated total capital to risk-weighted assets
10.53

 
11.14

 
11.86

 
12.05

 
11.88

Total stockholders' equity to total assets
11.71

 
11.94

 
12.69

 
12.79

 
12.93

Tangible common equity to tangible assets (1)
6.86

 
6.87

 
7.15

 
7.11

 
7.10

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Excludes average balance of Series A preferred stock.
(3) Excludes income recognized on acquired loans of $1,333, $516, $88, $555, and $113, respectively.
(4) Total number of shares includes participating shares (those with dividend rights).
(5)  Excludes average balance of goodwill and net core deposit intangibles.




7

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Statements of Income
Three Months Ended March 31, 2016 and 2015
(Dollars in thousands)
(Unaudited)
   
 
Three Months Ended March 31,
   
 
2016
 
2015
Interest income:
 
 
 
 
Interest and fees on loans
 
$
49,910

 
$
39,580

Interest on taxable securities
 
730

 
609

Interest on nontaxable securities
 
451

 
414

Interest on federal funds sold and other
 
373

 
133

Total interest income
 
51,464

 
40,736

Interest expense:
 
 
 
 
Interest on deposits
 
3,651

 
2,709

Interest on FHLB advances
 
1,001

 
752

Interest on repurchase agreements and other borrowings
 
1,003

 
1,069

Interest on junior subordinated debentures
 
149

 
128

Total interest expense
 
5,804

 
4,658

Net interest income
 
45,660

 
36,078

Provision for loan losses
 
2,997

 
1,670

Net interest income after provision for loan losses
 
42,663

 
34,408

Noninterest income:
 
 
 
 
Service charges on deposit accounts
 
1,695

 
1,585

Mortgage fee income
 
1,376

 
1,300

Gain on sale of other real estate
 
43

 
130

Gain on sale of premises and equipment
 
38

 

Increase in cash surrender value of BOLI
 
265

 
270

Other
 
1,053

 
681

Total noninterest income
 
4,470

 
3,966

Noninterest expense:
 
 
 
 
Salaries and employee benefits
 
16,774

 
14,424

Occupancy
 
4,040

 
3,910

Data processing
 
1,182

 
688

FDIC assessment
 
726

 
519

Advertising and public relations
 
295

 
346

Communications
 
535

 
539

Net other real estate owned expenses (including taxes)
 
33

 
59

Other real estate impairment
 
55

 

Core deposit intangible amortization
 
488

 
372

Professional fees
 
660

 
490

Acquisition expense, including legal
 
639

 
472

Other
 
3,092

 
2,567

Total noninterest expense
 
28,519

 
24,386

Income before taxes
 
18,614

 
13,988

Income tax expense
 
6,162

 
4,536

Net income
 
$
12,452

 
$
9,452

 
 
 
 
 



8

            

Consolidated Balance Sheets
As of March 31, 2016 and December 31, 2015
(Dollars in thousands, except share information)
(Unaudited)

   
March 31,
 
December 31,
Assets
2016
 
2015
Cash and due from banks
$
89,631

 
$
129,096

Interest-bearing deposits in other banks
266,895

 
164,183

Cash and cash equivalents
356,526

 
293,279

Certificates of deposit held in other banks
39,334

 
61,746

Securities available for sale
302,650

 
273,463

Loans held for sale
8,515

 
12,299

Loans, net of allowance for loan losses
4,098,573

 
3,960,809

Premises and equipment, net
92,599

 
93,015

Other real estate owned
1,745

 
2,168

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
22,400

 
14,256

Bank-owned life insurance (BOLI)
41,126

 
40,861

Deferred tax asset
4,754

 
5,892

Goodwill
258,319

 
258,643

Core deposit intangible, net
15,653

 
16,357

Other assets
19,773

 
22,212

           Total assets
$
5,261,967

 
$
5,055,000

 
 
 
 
Liabilities, Temporary Equity and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
   Noninterest-bearing
$
1,070,611

 
$
1,071,656

   Interest-bearing
3,101,341

 
2,956,623

           Total deposits
4,171,952

 
4,028,279

FHLB advances
380,805

 
288,325

Repurchase agreements

 
12,160

Other borrowings
63,890

 
68,295

Other borrowings, related parties
50

 
2,503

Junior subordinated debentures
18,147

 
18,147

Other liabilities
10,865

 
9,982

           Total liabilities
4,645,709

 
4,427,691

Commitments and contingencies
 
 
 
 
 
 
 
Temporary equity: Series A preferred stock

 
23,938

Stockholders’ equity:
   
 
   
Common stock
185

 
184

Additional paid-in capital
531,243

 
530,107

Retained earnings
81,665

 
70,698

Accumulated other comprehensive income
3,165

 
2,382

Total stockholders’ equity
616,258

 
603,371

            Total liabilities, temporary equity and stockholders’ equity
$
5,261,967

 
$
5,055,000











9

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Three Months Ended March 31, 2016 and 2015
(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.
   
Three Months Ended March 31,
   
2016
 
2015
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
4,031,322

 
$
49,910

 
4.98
%
 
$
3,254,038

 
$
39,580

 
4.93
%
Taxable securities
208,740

 
730

 
1.41

 
134,015

 
609

 
1.84

Nontaxable securities
74,609

 
451

 
2.43

 
69,245

 
414

 
2.42

Federal funds sold and other
185,855

 
373

 
0.81

 
141,968

 
133

 
0.38

Total interest-earning assets
4,500,526

 
$
51,464

 
4.60

 
3,599,266

 
$
40,736

 
4.59

Noninterest-earning assets
741,763

 
   
 
   
 
554,741

 
   
 
   
Total assets
$
5,242,289

 
   
 
   
 
$
4,154,007

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,593,295

 
$
1,745

 
0.44
%
 
$
1,267,242

 
$
1,358

 
0.43
%
Savings accounts
144,315

 
64

 
0.18

 
143,754

 
65

 
0.18

Money market accounts
504,616

 
459

 
0.37

 
236,589

 
100

 
0.17

Certificates of deposit
825,353

 
1,383

 
0.67

 
818,773

 
1,186

 
0.59

Total deposits
3,067,579

 
3,651

 
0.48

 
2,466,358

 
2,709

 
0.45

FHLB advances
435,730

 
1,001

 
0.92

 
219,842

 
752

 
1.39

Repurchase agreements and other borrowings
72,297

 
1,003

 
5.58

 
76,951

 
1,069

 
5.63

Junior subordinated debentures
18,147

 
149

 
3.30

 
18,147

 
128

 
2.86

Total interest-bearing liabilities
3,593,753

 
5,804

 
0.65

 
2,781,298

 
4,658

 
0.68

Noninterest-bearing checking accounts
1,016,032

 
   
 
   
 
819,330

 
   
 
   
Noninterest-bearing liabilities
11,026

 
   
 
   
 
8,542

 
   
 
   
Stockholders’ equity
621,478

 
   
 
   
 
544,837

 
   
 
   
Total liabilities and equity
$
5,242,289

 
   
 
   
 
$
4,154,007

 
   
 
   
Net interest income
   
 
$
45,660

 
   
 
   
 
$
36,078

 
   
Interest rate spread
   
 
   
 
3.95
%
 
   
 
   
 
3.91
%
Net interest margin
   
 
   
 
4.08

 
   
 
   
 
4.07

Average interest earning assets to interest bearing liabilities
   
 
   
 
125.23

 
   
 
   
 
129.41





10

            

Independent Bank Group, Inc. and Subsidiaries
Loan Portfolio Composition
As of March 31, 2016 and December 31, 2015
(Dollars in thousands)
(Unaudited)

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

 

 
 
March 31, 2016
 
December 31, 2015
 
 
Amount
 
% of Total
 
Amount
 
% of Total
Commercial
 
$
714,789

 
17.3
%
 
$
731,818

 
18.3
%
Real estate:
 
 
 
 
 
 
 
   
Commercial real estate
 
2,080,550

 
50.3

 
1,949,734

 
48.7

Commercial construction, land and land development
 
418,197

 
10.1

 
419,611

 
10.5

Residential real estate (1)
 
628,162

 
15.2

 
620,289

 
15.5

Single-family interim construction
 
218,746

 
5.3

 
187,984

 
4.7

Agricultural
 
46,616

 
1.0

 
50,178

 
1.3

Consumer
 
31,821

 
0.8

 
41,966

 
1.0

Other
 
130

 

 
124

 

Total loans
 
4,139,011

 
100.0
%
 
4,001,704

 
100.0
%
Deferred loan fees
 
(1,939
)
 
 
 
(1,553
)
 
 
Allowance for losses
 
(29,984
)
 
 
 
(27,043
)
 
   
Total loans, net
 
$
4,107,088

 
   
 
$
3,973,108

 
   
(1) Includes loans held for sale at March 31, 2016 and December 31, 2015 of $8,515 and $12,299, respectively.

11

            

Independent Bank Group, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
Three Months Ended March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015
(Dollars in thousands, except for share data)
(Unaudited)

 
 
For the Three Months Ended
 
 
March 31, 2016
December 31, 2015
September 30, 2015
June 30, 2015
March 31, 2015
Net Interest Income - Reported
(a)
$
45,660

$
42,151

$
38,089

$
37,780

$
36,078

Income recognized on acquired loans
 
(1,333
)
(516
)
(88
)
(555
)
(113
)
Adjusted Net Interest Income
(b)
44,327

41,635

38,001

37,225

35,965

Provision Expense - Reported
(c)
2,997

1,970

3,932

1,659

1,670

Noninterest Income - Reported
(d)
4,470

4,254

3,799

4,109

3,966

Gain on sale of loans
 


(116
)


Gain on sale of OREO and repossessed assets
 
(48
)
(70
)
(41
)
(49
)
(130
)
Gain on sale of securities
 

(44
)

(90
)

Gain on sale of premises and equipment
 
(38
)
(16
)
374



Adjusted Noninterest Income
(e)
4,384

4,124

4,016

3,970

3,836

Noninterest Expense - Reported
(f)
28,519

28,527

25,830

24,455

24,386

OREO Impairment
 
(55
)

(10
)
(25
)

IPO related stock grant
 
(156
)
(156
)
(156
)
(156
)
(156
)
Acquisition Expense (5)
 
(1,187
)
(1,487
)
(770
)
(458
)
(1,239
)
Adjusted Noninterest Expense
(g)
27,121

26,884

24,894

23,816

22,991

Pre-Tax Pre-Provision Earnings
(a) + (d) - (f)
$
21,611

$
17,878

$
16,058

$
17,434

$
15,658

Core Pre-Tax Pre-Provision Earnings
(b) + (e) - (g)
$
21,590

$
18,875

$
17,123

$
17,379

$
16,810

Core Earnings (2)
(b) - (c) + (e) - (g)
$
12,438

$
11,377

$
8,917

$
10,532

$
10,230

 Reported Efficiency Ratio
(f) / (a + d)
56.89
%
61.47
%
61.66
%
58.38
%
60.90
%
 Core Efficiency Ratio
(g) / (b + e)
55.68
%
58.75
%
59.25
%
57.81
%
57.76
%
Adjusted Return on Average Assets (1)
 
0.95
%
0.93
%
0.83
%
0.99
%
1.00
%
Adjusted Return on Average Equity (1)
 
8.09
%
7.89
%
6.53
%
7.93
%
7.96
%
Adjusted Return on Tangible Equity (1)
 
14.57
%
14.49
%
11.77
%
14.51
%
14.86
%
Total Average Assets
 
$
5,242,289

$
4,847,375

$
4,270,604

$
4,259,334

$
4,154,007

Total Average Stockholders' Equity (3)
 
$
618,059

$
572,160

$
541,939

$
532,715

$
520,899

Total Average Tangible Stockholders' Equity (3) (4)
 
$
343,418

$
311,549

$
300,578

$
291,166

$
279,149

(1) Calculated using core earnings
(2)  Assumes actual effective tax rate of 33.1%, 32.7%, 32.4%, 33.0%, and 32.4%, respectively. March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015 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 $548 thousand, $860 thousand, $477 thousand, $430 thousand and $767 thousand of compensation and bonus expenses in addition to $639 thousand, $627 thousand, $293 thousand, $28 thousand and $472 thousand of merger-related expenses for the quarters ended March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015, respectively.
 

12

            

Independent Bank Group, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
As of March 31, 2016 and December 31, 2015
(Dollars in thousands, except per share information)
(Unaudited)

Tangible Book Value Per Common Share
 
 
 
 
March 31,
 
December 31,
 
2016
 
2015
Tangible Common Equity
 
 
 
Total common stockholders' equity
$
616,258

 
$
603,371

Adjustments:
 
 
 
Goodwill
(258,319
)
 
(258,643
)
Core deposit intangibles, net
(15,653
)
 
(16,357
)
Tangible common equity
$
342,286

 
$
328,371

Tangible assets
$
4,987,995

 
$
4,780,000

Common shares outstanding
18,461,480

 
18,399,194

Tangible common equity to tangible assets
6.86
%
 
6.87
%
Book value per common share
$
33.38

 
$
32.79

Tangible book value per common share
18.54

 
17.85


Tier 1 Common and Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
March 31,
 
December 31,
 
2016
 
2015
Tier 1 Common Equity
 
 
 
Total common stockholders' equity - GAAP
$
616,258

 
$
603,371

Adjustments:
 
 
 
Unrealized gain on available-for-sale securities
(3,165
)
 
(2,382
)
Goodwill
(258,319
)
 
(258,643
)
Core deposit intangibles, net
(6,105
)
 
(4,253
)
Tier 1 common equity
$
348,669


$
338,093

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

 
17,600

Preferred Stock

 
23,938

Tier 1 Equity
$
366,269

 
$
379,631

Total Risk-Weighted Assets
$
4,381,923

 
$
4,256,662

Estimated tier 1 equity to risk-weighted assets ratio
8.36
%
 
8.92
%
Estimated tier 1 common equity to risk-weighted assets ratio
7.96

 
7.94



13