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

Exhibit 99.1

Press Release
For Immediate Release

         
    


Independent Bank Group Reports
Second Quarter Financial Results

McKINNEY, Texas, July 25, 2016 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income available to common shareholders of $11.8 million, or $0.64 per diluted share, for the quarter ended June 30, 2016 compared to $10.5 million, or $0.61 per diluted share, for the quarter ended June 30, 2015 and $12.4 million, or $0.67 per diluted share, for the quarter ended March 31, 2016.


Highlights

Core earnings were $13.8 million, or $0.74 per diluted share, compared to $12.4 million, or $0.67 per diluted share, for first quarter 2016, representing an increase of 10.5%
Annualized organic loan growth of 11.8% for the quarter and 13.2% year to date
Credit quality metrics improved to historically low levels
Significant paydowns in the energy portfolio reducing it to 2.9% of the total loan portfolio at quarter end
Completed $45 million subordinated debt offering enhancing the Company's capital position



Independent Bank Group Chairman and Chief Executive Officer David Brooks said, “This was another quarter of improved operating performance for our Company.  Continued solid loan growth and improved credit metrics drove strong core earnings. We also strengthened our capital position with our recent issuance of subordinated debt.  We believe that this quarter's results reflect our commitment to stronger earnings and enhancement of shareholder value.


Second Quarter 2016 Operating Results


Net Interest Income


Net interest income was $45.9 million for second quarter 2016 compared to $37.8 million for second quarter 2015 and $45.7 million for first quarter 2016. Net interest income increased compared to the linked quarter due to continued organic loan growth and despite significantly lower accretion income compared to first quarter 2016. 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 Grand Bank acquisition in November 2015.
The yield on interest-earning assets was 4.49% for second quarter 2016 compared to 4.64% for second quarter 2015 and 4.60% for first quarter 2016. The first quarter 2016 included unusually high accretion income of $1.3 million compared to only $265 thousand during second quarter 2016. In addition during first quarter 2016, $182 thousand in interest income was recognized resulting from the payoff of a nonaccrual loan as well as the collection of a $160 thousand extension fee on an energy credit that also increased the yield compared to the second quarter. The decrease in the rate from prior year is primarily due to decreased market rates over the year and also due in part to lower accretion income on acquired loans in the second quarter 2016 compared to the same period in 2015.
The cost of interest bearing liabilities, including borrowings, was 0.66% for second quarter 2016 compared to 0.69% for second quarter 2015 and 0.65% for first quarter 2016. The decrease from the prior year is primarily due to the maturities of higher rate FHLB advances during 2015. The slight increase from the linked quarter is due to increased money market and CD costs.
The net interest margin was 3.96% for second quarter 2016 compared to 4.10% for second quarter 2015 and 4.08% for first quarter 2016. The core margin, which excludes purchased loan accretion, was 3.94% for second quarter 2016 compared to 4.04% for second quarter 2015 and 3.96% for first quarter 2016.

1


The average balance of total interest-earning assets grew by $960.8 million and totaled $4.7 billion at June 30, 2016 compared to $3.7 billion at June 30, 2015 and grew by $155.8 million compared to $4.5 billion at March 31, 2016. This increase from prior year and the linked quarter is due to organic growth while the change from prior year is also due to loans acquired in the Grand Bank acquisition.


Noninterest Income

Total noninterest income increased $820 thousand compared to second quarter 2015 and increased $459 thousand compared to first quarter 2016.
The increase from the prior year reflects an increase of $592 thousand in mortgage fee income and a $275 thousand increase in other noninterest income. The increase in mortgage fee income is due to a decrease in mortgage rates and increased home purchase activity in the Dallas and Austin markets. The increase in other noninterest income from the prior year is primarily related to an increase in earning credits on correspondent accounts.
The increase from the linked quarter primarily relates to an increase of $645 thousand in mortgage fee income offset by a decrease of $184 thousand in other noninterest income. The increase in mortgage fee income is explained above and the decrease in other noninterest expense is primarily due to a decrease of $291 thousand in income distributions from small business investment funds offset by an increase of $102 thousand in earning credits on correspondent accounts for the respective periods.


Noninterest Expense

Total noninterest expense increased $6.6 million compared to second quarter 2015 and $2.5 million compared to first quarter 2016.
The increase in noninterest expense compared to second quarter 2015 is due primarily to an increase of $4.9 million in salaries and benefits expense in addition to increases of $537 thousand in data processing expenses, $376 thousand in FDIC assessment, $300 thousand in professional fees and $303 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 salaries and benefits from the prior year is also due to compensation costs of approximately $2.6 million recognized during the second quarter relating to the Company's senior leadership restructure including $2 million for the former Houston Region CEO's Separation Agreement which was previously disclosed. The increase in professional fees is primarily due to increased legal fees on existing litigation inherited in the Bank of Houston transaction and legal fees related to energy loan workouts.
The increase from the linked quarter is primarily related to increases of $2.8 million in salaries and benefits and $317 thousand in professional fees offset by a decrease of $549 thousand in acquisition fees. Salaries and benefits increased primarily due to the executive team restructure as discussed above. Professional fees increased during second quarter 2016 primarily because legal expenses related to the energy portfolio and the existing Bank of Houston litigation. Conversion-related acquisition expenses were lower in the second quarter as most of the expenses related to the November 2015 acquisition of Grand Bank were recognized in the first quarter of 2016.


Provision for Loan Losses

Provision for loan loss expense was $2.1 million for the second quarter 2016, an increase of $464 thousand compared to $1.7 million for second quarter 2015 and decrease of $874 thousand compared to $3.0 million for the first quarter 2016. The provision expense for second quarter 2016 was based upon loan growth and net charge-offs for the quarter. It was lower compared to first quarter 2016 because it does not include a general provision to reflect potential risk in the energy portfolio that was made for this purpose in first quarter 2016. The provision expense is higher compared to second quarter 2015 due to higher organic loan growth experienced during second quarter 2016.
The allowance for loan losses was $30.9 million, or 0.73% of total loans, at June 30, 2016, compared to $21.8 million, or 0.64% of total loans at June 30, 2015, and compared to $30.0 million, or 0.73% of total loans, at March 31, 2016. The maintenance of the allowance at the same percentage of total loans compared to first quarter 2016 reflects the improved credit metrics in the energy portfolio as well as the significant reduction in the total energy portfolio. The increase in the allowance from the prior year 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 June 30, 2016, the total energy related allowance to the total energy portfolio was 6.8%.


Income Taxes

Federal income tax expense of $5.9 million was recorded for the quarter ended June 30, 2016, an effective rate of 33.2%, compared to tax expense of $5.2 million and an effective rate of 33.0% for the quarter ended June 30, 2015 and tax expense of $6.2 million and an effective rate of 33.1% for the quarter ended March 31, 2016.

2


Second Quarter 2016 Balance Sheet Highlights:


Loans

Total loans held for investment were $4.251 billion at June 30, 2016 compared to $4.130 billion at March 31, 2016 and to $3.376 billion at June 30, 2015. This represented total loan growth of $121.0 million for the quarter, or 11.8% on an annualized basis. Loans have grown 13.2%, annualized, from December 31, 2015.
Energy outstandings at the end of second quarter were $122.1 million (2.9% of total loans) versus $185.9 million at first quarter 2016, a reduction of 34.3%. The production portfolio, consisting of working interest and royalty credits, was $108.9 million (2.6% of total loans) made up of 21 credits and 20 relationships. Oil field service related loans represented an additional $13.2 million (0.3% of loans) and consisted of 25 borrowers. As of June 30, 2016, there were four nonperforming classified energy credits with balances totaling $11.7 million and three performing classified energy credits with a balance of $20.5 million. All energy related credits continue to be closely monitored and the Company is in close contact with borrowers to maintain a real time understanding of their current financial condition.


Asset Quality

Total nonperforming assets decreased to $18.7 million, or 0.34% of total assets at June 30, 2016 from $32.7 million, or 0.62% of total assets at March 31, 2016 and increased slightly from $16.3 million, or 0.37% of total assets at June 30, 2015.
Total nonperforming loans decreased to $17.2 million, or 0.40% of total loans at June 30, 2016 compared to $29.9 million, or 0.72% of total loans at March 31, 2016 and increased from $13.3 million, or 0.40% of total loans at June 30, 2015.
The decrease in nonperforming assets and nonperforming loans from the linked quarter is primarily due to the pay-off of a $17.1 million energy loan participation that had been placed on nonaccrual during the first quarter 2016.
Charge-offs were 0.11% annualized in the second quarter 2016 compared to 0.01% annualized in the linked and prior year quarters. The increase in charge-offs for the current quarter is primarily due a $925 thousand charge-off related to the $17.1 million energy loan discussed above, which was paid off at a discount during the second quarter 2016.


Deposits and Borrowings

Total deposits were $4.208 billion at June 30, 2016 compared to $4.172 billion at March 31, 2016 and compared to $3.467 billion at June 30, 2015.
Total borrowings (other than junior subordinated debentures) were $578.2 million at June 30, 2016, an increase of $133.4 million from March 31, 2016 and an increase of $306.7 million from June 30, 2015. These changes reflect the issuance of $43.4 million, net of discount and costs, of our 5.875% subordinated debentures issued in second quarter 2016 with the remainder resulting from the use 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 6.88% and 7.42% (estimated), respectively, at June 30, 2016 compared to 6.86% and 7.36%, respectively, at March 31, 2016 and 7.11% and 8.40%, respectively, at June 30, 2015. The total stockholders’ equity to total assets ratio was 11.56%, 11.71% and 12.79% at June 30, 2016, March 31, 2016 and June 30, 2015, respectively. Total capital to risk weighted assets was 11.35% at June 30, 2016 (estimated) compared to 10.47% at March 31, 2016 and 12.05% at June 30, 2015. The respective changes in capital ratios from the previous year and the linked quarter is primarily due to the redemption of the SBLF preferred stock in January 2016 and the issuance of $45 million subordinated debentures in June 2016.
Book value and tangible book value per common share were $34.08 and $19.28, respectively, at June 30, 2016 compared to $33.38 and $18.54, respectively, at March 31, 2016 and $31.30 and $17.18, respectively, at June 30, 2015.
Return on tangible equity (on an annualized basis) was 13.52% for the second quarter 2016 compared to 14.57% and 14.48% for the first quarter 2016 and second quarter 2015, respectively.
Return on average assets and return on average equity (on an annualized basis) were 0.88% and 7.60%, respectively, for second quarter 2016 compared to 0.95% and 8.10%, respectively, for first quarter 2016 and 0.99% and 7.91%, respectively, for second quarter 2015. Ratios for the second quarter 2016 were negatively impacted by $2.6 million in additional compensation costs related to the senior leadership changes during the second quarter 2016.







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 second quarter earnings announcement will be held on Tuesday, July 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 46069669. A recording of the conference call will be available from July 26, 2016 through August 2, 2016 by accessing our website, www.ibtx.com.

Forward-Looking Statements

The numbers as of and for the quarter ended June 30, 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, the Annual Report on Form 10-K filed on February 25, 2016, or the Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 23, 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:
Peggy Smolen
Marketing Director
(972) 562-9004
psmolen@ibtx.com



Source: Independent Bank Group, Inc.






5

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Financial Data
Three Months Ended June 30, 2016, March 31, 2016, December 31, 2015, September 30, 2015, and June 30, 2015
(Dollars in thousands, except for share data)
(Unaudited)


 
As of and for the quarter ended
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
June 30, 2015
Selected Income Statement Data
 
 
 
 
 
 
 
 
 
Interest income
$
51,941

 
$
51,464

 
$
47,414

 
$
43,130

 
$
42,747

Interest expense
6,058

 
5,804

 
5,263

 
5,041

 
4,967

   Net interest income
45,883

 
45,660

 
42,151

 
38,089

 
37,780

Provision for loan losses
2,123

 
2,997

 
1,970

 
3,932

 
1,659

   Net interest income after provision for loan losses
43,760

 
42,663

 
40,181

 
34,157

 
36,121

Noninterest income
4,929

 
4,470

 
4,254

 
3,799

 
4,109

Noninterest expense
31,023

 
28,519

 
28,527

 
25,830

 
24,455

Income tax expense
5,857

 
6,162

 
5,347

 
3,924

 
5,204

   Net income
11,809

 
12,452

 
10,561

 
8,202

 
10,571

Preferred stock dividends

 
8

 
60

 
60

 
60

     Net income available to common shareholders
11,809

 
12,444

 
10,501

 
8,142

 
10,511

Core net interest income (1)
45,618

 
44,327

 
41,635

 
38,001

 
37,225

Core Pre-Tax Pre-Provision Earnings (1)
22,713

 
21,590

 
18,875

 
17,123

 
17,379

Core Earnings (1)
13,764

 
12,438

 
11,377

 
8,917

 
10,532

 
 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 
 
 
 
 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
Basic 
$
0.64

 
$
0.67

 
$
0.58

 
$
0.48

 
$
0.61

Diluted
0.64

 
0.67

 
0.58

 
0.47

 
0.61

Core earnings:
 
 
 
 
 
 
 
 
 
Basic (1)
0.75

 
0.67

 
0.63

 
0.52

 
0.62

Diluted (1)
0.74

 
0.67

 
0.63

 
0.52

 
0.61

Dividends
0.08

 
0.08

 
0.08

 
0.08

 
0.08

Book value
34.08

 
33.38

 
32.79

 
31.81

 
31.30

Tangible book value  (1)
19.28

 
18.54

 
17.85

 
17.72

 
17.18

Common shares outstanding
18,475,978

 
18,461,480

 
18,399,194

 
17,111,394

 
17,108,394

Weighted average basic shares outstanding (4)
18,469,182

 
18,444,284

 
17,965,055

 
17,110,090

 
17,111,958

Weighted average diluted shares outstanding (4)
18,547,074

 
18,528,031

 
18,047,960

 
17,199,281

 
17,198,981

 
 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 
 
 

 

Total assets
$
5,446,797

 
$
5,261,967

 
$
5,055,000

 
$
4,478,339

 
$
4,375,727

Cash and cash equivalents
436,605

 
356,526

 
293,279

 
353,950

 
424,196

Securities available for sale
287,976

 
302,650

 
273,463

 
200,188

 
180,465

Loans, held for sale
13,942

 
8,515

 
12,299

 
6,218

 
7,237

Loans, held for investment
4,251,457

 
4,130,496

 
3,989,405

 
3,529,275

 
3,375,553

Allowance for loan losses
30,916

 
29,984

 
27,043

 
25,088

 
21,764

Goodwill and core deposit intangible
273,480

 
273,972

 
275,000

 
241,171

 
241,534

Other real estate owned
1,567

 
1,745

 
2,168

 
2,323

 
2,958

Noninterest-bearing deposits
1,107,620

 
1,070,611

 
1,071,656

 
884,272

 
886,087

Interest-bearing deposits
3,100,785

 
3,101,341

 
2,956,623

 
2,649,768

 
2,581,397

Borrowings (other than junior subordinated debentures)
578,169

 
444,745

 
371,283

 
334,485

 
271,504

Junior subordinated debentures
18,147

 
18,147

 
18,147

 
18,147

 
18,147

Series A Preferred Stock

 

 
23,938

 
23,938

 
23,938

Total stockholders' equity
629,628

 
616,258

 
603,371

 
568,257

 
559,447


6

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Financial Data
Three Months Ended June 30, 2016, March 31, 2016, December 31, 2015, September 30, 2015, and June 30, 2015
(Dollars in thousands, except for share data)
(Unaudited)

 
As of and for the quarter ended
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
 
June 30, 2015
Selected Performance Metrics
 
 
 
 
 
 
 
 
 
Return on average assets
0.88
%
 
0.95
%
 
0.86
%
 
0.76
%
 
0.99
%
Return on average equity (2)
7.60

 
8.10

 
7.28

 
5.96

 
7.91

Return on tangible equity (2) (5)
13.52

 
14.57

 
13.37

 
10.75

 
14.48

Adjusted return on average assets (1)
1.03

 
0.95

 
0.93

 
0.83

 
0.99

Adjusted return on average equity (1) (2)
8.86

 
8.09

 
7.89

 
6.53

 
7.93

Adjusted return on tangible equity (1) (2) (5)
15.76

 
14.57

 
14.49

 
11.77

 
14.51

Net interest margin
3.96

 
4.08

 
3.96

 
4.08

 
4.10

Adjusted net interest margin (3)
3.94

 
3.96

 
3.91

 
4.07

 
4.04

Efficiency ratio
61.05

 
56.89

 
61.47

 
61.66

 
58.38

Core efficiency ratio (1)
55.05

 
55.68

 
58.75

 
59.25

 
57.81

 
 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.34
%
 
0.62
%
 
0.36
%
 
0.34
%
 
0.37
%
Nonperforming loans to total loans
0.40

 
0.72

 
0.37

 
0.33

 
0.40

Nonperforming assets to total loans and other real estate
0.44

 
0.79

 
0.45

 
0.43

 
0.48

Allowance for loan losses to non-performing loans
179.97

 
100.35

 
181.99

 
214.21

 
163.12

Allowance for loan losses to total loans
0.73

 
0.73

 
0.68

 
0.71

 
0.64

Net charge-offs to average loans outstanding (annualized)
0.11

 
0.01

 

 
0.07

 
0.01

 
 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
 
Estimated common equity tier 1 capital to risk-weighted assets (1)
7.89
%
 
7.92
%
 
7.94
%
 
8.26
%
 
8.33
%
Estimated tier 1 capital to average assets
7.42

 
7.36

 
8.28

 
8.67

 
8.40

Estimated tier 1 capital to risk-weighted assets (1)
8.27

 
8.32

 
8.92

 
9.37

 
9.49

Estimated total capital to risk-weighted assets
11.35

 
10.47

 
11.14

 
11.86

 
12.05

Total stockholders' equity to total assets
11.56

 
11.71

 
11.94

 
12.69

 
12.79

Tangible common equity to tangible assets (1)
6.88

 
6.86

 
6.87

 
7.15

 
7.11

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Excludes average balance of Series A preferred stock.
(3) Excludes income recognized on acquired loans of $265, $1,333, $516, $88, and $555, 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 and Six Months Ended June 30, 2016 and 2015
(Dollars in thousands)
(Unaudited)
   
 
Three Months Ended June 30,
 
Six Months Ended June 30,
   
 
2016
 
2015
 
2016
 
2015
Interest income:
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
50,418

 
$
41,625

 
$
100,328

 
$
81,205

Interest on taxable securities
 
764

 
551

 
1,494

 
1,160

Interest on nontaxable securities
 
444

 
449

 
895

 
863

Interest on federal funds sold and other
 
315

 
122

 
688

 
255

Total interest income
 
51,941

 
42,747

 
103,405

 
83,483

Interest expense:
 
 
 
 
 
 
 
 
Interest on deposits
 
3,923

 
3,018

 
7,574

 
5,727

Interest on FHLB advances
 
998

 
718

 
1,999

 
1,470

Interest on repurchase agreements and other borrowings
 
987

 
1,096

 
1,990

 
2,165

Interest on junior subordinated debentures
 
150

 
135

 
299

 
263

Total interest expense
 
6,058

 
4,967

 
11,862

 
9,625

Net interest income
 
45,883

 
37,780

 
91,543

 
73,858

Provision for loan losses
 
2,123

 
1,659

 
5,120

 
3,329

Net interest income after provision for loan losses
 
43,760

 
36,121

 
86,423

 
70,529

Noninterest income:
 
 
 
 
 
   
 
 
Service charges on deposit accounts
 
1,752

 
1,679

 
3,447

 
3,264

Mortgage fee income
 
2,021

 
1,429

 
3,397

 
2,729

Gain on sale of other real estate
 
10

 
49

 
53

 
179

Gain on sale of securities available for sale
 
4

 
90

 
4

 
90

Gain on sale of premises and equipment
 
3

 

 
41

 

Increase in cash surrender value of BOLI
 
270

 
268

 
535

 
538

Other
 
869

 
594

 
1,922

 
1,275

Total noninterest income
 
4,929

 
4,109

 
9,399

 
8,075

Noninterest expense:
 
 
 
 
 
   
 
 
Salaries and employee benefits
 
19,567

 
14,650

 
36,341

 
29,074

Occupancy
 
4,041

 
4,027

 
8,081

 
7,937

Data processing
 
1,203

 
666

 
2,385

 
1,354

FDIC assessment
 
869

 
493

 
1,595

 
1,012

Advertising and public relations
 
251

 
253

 
546

 
599

Communications
 
550

 
554

 
1,085

 
1,093

Net other real estate owned expenses (including taxes)
 
2

 
37

 
35

 
96

Other real estate impairment
 

 
25

 
55

 
25

Core deposit intangible amortization
 
492

 
367

 
980

 
739

Professional fees
 
977

 
677

 
1,637

 
1,167

Acquisition expense, including legal
 
90

 
28

 
729

 
500

Other
 
2,981

 
2,678

 
6,073

 
5,245

Total noninterest expense
 
31,023

 
24,455

 
59,542

 
48,841

Income before taxes
 
17,666

 
15,775

 
$
36,280

 
$
29,763

Income tax expense
 
5,857

 
5,204

 
$
12,019

 
$
9,740

Net income
 
$
11,809

 
$
10,571

 
$
24,261

 
$
20,023

 
 
 
 
 
 
 
 
 



8

            

Consolidated Balance Sheets
As of June 30, 2016 and December 31, 2015
(Dollars in thousands, except share information)
(Unaudited)

   
June 30,
 
December 31,
Assets
2016
 
2015
Cash and due from banks
$
153,975

 
$
129,096

Interest-bearing deposits in other banks
282,630

 
164,183

Cash and cash equivalents
436,605

 
293,279

Certificates of deposit held in other banks
12,886

 
61,746

Securities available for sale
287,976

 
273,463

Loans held for sale
13,942

 
12,299

Loans, net of allowance for loan losses
4,218,549

 
3,960,809

Premises and equipment, net
93,151

 
93,015

Other real estate owned
1,567

 
2,168

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
26,379

 
14,256

Bank-owned life insurance (BOLI)
56,396

 
40,861

Deferred tax asset
5,192

 
5,892

Goodwill
258,319

 
258,643

Core deposit intangible, net
15,161

 
16,357

Other assets
20,674

 
22,212

           Total assets
$
5,446,797

 
$
5,055,000

 
 
 
 
Liabilities, Temporary Equity and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
   Noninterest-bearing
$
1,107,620

 
$
1,071,656

   Interest-bearing
3,100,785

 
2,956,623

           Total deposits
4,208,405

 
4,028,279

FHLB advances
470,784

 
288,325

Repurchase agreements

 
12,160

Other borrowings
107,335

 
68,295

Other borrowings, related parties
50

 
2,503

Junior subordinated debentures
18,147

 
18,147

Other liabilities
12,448

 
9,982

           Total liabilities
4,817,169

 
4,427,691

Commitments and contingencies
 
 
 
 
 
 
 
Temporary equity: Series A preferred stock

 
23,938

Stockholders’ equity:
   
 
   
Common stock
185

 
184

Additional paid-in capital
533,369

 
530,107

Retained earnings
91,997

 
70,698

Accumulated other comprehensive income
4,077

 
2,382

Total stockholders’ equity
629,628

 
603,371

            Total liabilities, temporary equity and stockholders’ equity
$
5,446,797

 
$
5,055,000











9

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Three Months Ended June 30, 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 June 30,
   
2016
 
2015
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
4,177,451

 
$
50,418

 
4.85
%
 
$
3,340,796

 
$
41,625

 
5.00
%
Taxable securities
233,522

 
764

 
1.32

 
127,891

 
551

 
1.73

Nontaxable securities
71,097

 
444

 
2.51

 
68,166

 
449

 
2.64

Federal funds sold and other
174,227

 
315

 
0.73

 
158,626

 
122

 
0.31

Total interest-earning assets
4,656,297

 
$
51,941

 
4.49

 
3,695,479

 
$
42,747

 
4.64

Noninterest-earning assets
711,638

 
   
 
   
 
563,855

 
   
 
   
Total assets
$
5,367,935

 
   
 
   
 
$
4,259,334

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,770,050

 
$
1,998

 
0.45
%
 
$
1,316,477

 
$
1,432

 
0.44
%
Savings accounts
149,349

 
66

 
0.18

 
142,948

 
67

 
0.19

Money market accounts
401,386

 
452

 
0.45

 
255,235

 
179

 
0.28

Certificates of deposit
806,403

 
1,407

 
0.70

 
857,438

 
1,340

 
0.63

Total deposits
3,127,188

 
3,923

 
0.50

 
2,572,098

 
3,018

 
0.47

FHLB advances
461,231

 
998

 
0.87

 
203,989

 
718

 
1.41

Other borrowings
64,497

 
987

 
6.15

 
76,416

 
1,096

 
5.75

Junior subordinated debentures
18,147

 
150

 
3.32

 
18,147

 
135

 
2.98

Total interest-bearing liabilities
3,671,063

 
6,058

 
0.66

 
2,870,650

 
4,967

 
0.69

Noninterest-bearing checking accounts
1,060,507

 
   
 
   
 
825,075

 
   
 
   
Noninterest-bearing liabilities
11,384

 
   
 
   
 
6,956

 
   
 
   
Stockholders’ equity
624,981

 
   
 
   
 
556,653

 
   
 
   
Total liabilities and equity
$
5,367,935

 
   
 
   
 
$
4,259,334

 
   
 
   
Net interest income
   
 
$
45,883

 
   
 
   
 
$
37,780

 
   
Interest rate spread
   
 
   
 
3.83
%
 
   
 
   
 
3.95
%
Net interest margin
   
 
   
 
3.96

 
   
 
   
 
4.10

Average interest earning assets to interest bearing liabilities
   
 
   
 
126.84

 
   
 
   
 
128.73




10

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Six Months Ended June 30, 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.
   
Six Months Ended June 30,
   
2016
 
2015
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
4,104,386

 
$
100,328

 
4.92
%
 
$
3,297,657

 
$
81,205

 
4.97
%
Taxable securities
221,131

 
1,494

 
1.36

 
130,937

 
1,160

 
1.79

Nontaxable securities
72,853

 
895

 
2.47

 
68,702

 
863

 
2.53

Federal funds sold and other
180,041

 
688

 
0.77

 
150,343

 
255

 
0.34

Total interest-earning assets
4,578,411

 
$
103,405

 
4.54

 
3,647,639

 
$
83,483

 
4.62

Noninterest-earning assets
726,698

 
   
 
   
 
549,604

 
   
 
   
Total assets
$
5,305,109

 
   
 
   
 
$
4,197,243

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,681,673

 
$
3,743

 
0.45
%
 
$
1,291,995

 
$
2,790

 
0.44
%
Savings accounts
146,832

 
130

 
0.18

 
143,349

 
132

 
0.19

Money market accounts
453,001

 
911

 
0.40

 
245,963

 
279

 
0.23

Certificates of deposit
815,878

 
2,790

 
0.69

 
838,212

 
2,526

 
0.61

Total deposits
3,097,384

 
7,574

 
0.49

 
2,519,519

 
5,727

 
0.46

FHLB advances
448,480

 
1,999

 
0.90

 
211,871

 
1,470

 
1.40

Other borrowings
68,397

 
1,990

 
5.85

 
76,683

 
2,165

 
5.69

Junior subordinated debentures
18,147

 
299

 
3.31

 
18,147

 
263

 
2.92

Total interest-bearing liabilities
3,632,408

 
11,862

 
0.66

 
2,826,220

 
9,625

 
0.69

Noninterest-bearing checking accounts
1,038,270

 
   
 
   
 
811,450

 
   
 
   
Noninterest-bearing liabilities
11,202

 
   
 
   
 
7,746

 
   
 
   
Stockholders’ equity
623,229

 
   
 
   
 
551,827

 
   
 
   
Total liabilities and equity
$
5,305,109

 
   
 
   
 
$
4,197,243

 
   
 
   
Net interest income
   
 
$
91,543

 
   
 
   
 
$
73,858

 
   
Interest rate spread
   
 
   
 
3.88
%
 
   
 
   
 
3.93
%
Net interest margin
   
 
   
 
4.02

 
   
 
   
 
4.08

Average interest earning assets to interest bearing liabilities
   
 
   
 
126.04

 
   
 
   
 
129.06



11

            

Independent Bank Group, Inc. and Subsidiaries
Loan Portfolio Composition
As of June 30, 2016 and December 31, 2015
(Dollars in thousands)
(Unaudited)

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

 

 
 
June 30, 2016
 
December 31, 2015
 
 
Amount
 
% of Total
 
Amount
 
% of Total
Commercial
 
$
636,557

 
14.9
%
 
$
731,818

 
18.3
%
Real estate:
 
 
 
 
 
 
 
   
Commercial real estate
 
2,229,913

 
52.3

 
1,949,734

 
48.7

Commercial construction, land and land development
 
444,738

 
10.4

 
419,611

 
10.5

Residential real estate (1)
 
640,187

 
15.0

 
620,289

 
15.5

Single-family interim construction
 
232,658

 
5.5

 
187,984

 
4.7

Agricultural
 
48,976

 
1.1

 
50,178

 
1.3

Consumer
 
32,233

 
0.8

 
41,966

 
1.0

Other
 
137

 

 
124

 

Total loans
 
4,265,399

 
100.0
%
 
4,001,704

 
100.0
%
Deferred loan fees
 
(1,992
)
 
 
 
(1,553
)
 
 
Allowance for losses
 
(30,916
)
 
 
 
(27,043
)
 
   
Total loans, net
 
$
4,232,491

 
   
 
$
3,973,108

 
   
(1) Includes loans held for sale at June 30, 2016 and December 31, 2015 of $13,942 and $12,299, respectively.

12

            

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

 
 
For the Three Months Ended
 
 
June 30, 2016
March 31, 2016
December 31, 2015
September 30, 2015
June 30, 2015
Net Interest Income - Reported
(a)
$
45,883

$
45,660

$
42,151

$
38,089

$
37,780

Income recognized on acquired loans
 
(265
)
(1,333
)
(516
)
(88
)
(555
)
Adjusted Net Interest Income
(b)
45,618

44,327

41,635

38,001

37,225

Provision Expense - Reported
(c)
2,123

2,997

1,970

3,932

1,659

Noninterest Income - Reported
(d)
4,929

4,470

4,254

3,799

4,109

Gain on sale of loans
 



(116
)

Gain on sale of OREO and repossessed assets
 
(10
)
(48
)
(70
)
(41
)
(49
)
Gain on sale of securities
 
(4
)

(44
)

(90
)
Gain on sale of premises and equipment
 
(3
)
(38
)
(16
)
374


Adjusted Noninterest Income
(e)
4,912

4,384

4,124

4,016

3,970

Noninterest Expense - Reported
(f)
31,023

28,519

28,527

25,830

24,455

Senior leadership restructure (6)
 
(2,575
)




OREO Impairment
 

(55
)

(10
)
(25
)
IPO related stock grant
 
(156
)
(156
)
(156
)
(156
)
(156
)
Acquisition Expense (5)
 
(475
)
(1,187
)
(1,487
)
(770
)
(458
)
Adjusted Noninterest Expense
(g)
27,817

27,121

26,884

24,894

23,816

Pre-Tax Pre-Provision Earnings
(a) + (d) - (f)
$
19,789

$
21,611

$
17,878

$
16,058

$
17,434

Core Pre-Tax Pre-Provision Earnings
(b) + (e) - (g)
$
22,713

$
21,590

$
18,875

$
17,123

$
17,379

Core Earnings (2)
(b) - (c) + (e) - (g)
$
13,764

$
12,438

$
11,377

$
8,917

$
10,532

 Reported Efficiency Ratio
(f) / (a + d)
61.05
%
56.89
%
61.47
%
61.66
%
58.38
%
 Core Efficiency Ratio
(g) / (b + e)
55.05
%
55.68
%
58.75
%
59.25
%
57.81
%
Adjusted Return on Average Assets (1)
 
1.03
%
0.95
%
0.93
%
0.83
%
0.99
%
Adjusted Return on Average Equity (1)
 
8.86
%
8.09
%
7.89
%
6.53
%
7.93
%
Adjusted Return on Tangible Equity (1)
 
15.76
%
14.57
%
14.49
%
11.77
%
14.51
%
Total Average Assets
 
$
5,367,935

$
5,242,289

$
4,847,375

$
4,270,604

$
4,259,334

Total Average Stockholders' Equity (3)
 
$
624,981

$
618,059

$
572,160

$
541,939

$
532,715

Total Average Tangible Stockholders' Equity (3) (4)
 
$
351,263

$
343,418

$
311,549

$
300,578

$
291,166

(1) Calculated using core earnings
(2)  Assumes actual effective tax rate of 33.2%, 33.1%, 32.7%, 32.4%, and 33.0%, respectively. December 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 $385 thousand, $548 thousand, $860 thousand, $477 thousand, and $430 thousand of compensation and bonus expenses in addition to $90 thousand, $639 thousand, $627 thousand, $293 thousand, and $28 thousand of merger-related expenses for the quarters ended June 30, 2016, March 31, 2016, December 31, 2015, September 30, 2015, and June 30, 2015 respectively.
(6) Includes $1,952 related to the former Houston Region CEO's Separation Agreement.

13

            

Independent Bank Group, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
As of June 30, 2016 and December 31, 2015
(Dollars in thousands, except per share information)
(Unaudited)

Tangible Book Value Per Common Share
 
 
 
 
June 30,
 
December 31,
 
2016
 
2015
Tangible Common Equity
 
 
 
Total common stockholders' equity
$
629,628

 
$
603,371

Adjustments:
 
 
 
Goodwill
(258,319
)
 
(258,643
)
Core deposit intangibles, net
(15,161
)
 
(16,357
)
Tangible common equity
$
356,148

 
$
328,371

Tangible assets
$
5,173,317

 
$
4,780,000

Common shares outstanding
18,475,978

 
18,399,194

Tangible common equity to tangible assets
6.88
%
 
6.87
%
Book value per common share
$
34.08

 
$
32.79

Tangible book value per common share
19.28

 
17.85


Tier 1 Common and Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
June 30,
 
December 31,
 
2016
 
2015
Tier 1 Common Equity
 
 
 
Total common stockholders' equity - GAAP
$
629,628

 
$
603,371

Adjustments:
 
 
 
Unrealized gain on available-for-sale securities
(4,077
)
 
(2,382
)
Goodwill
(258,319
)
 
(258,643
)
Core deposit intangibles, net
(5,913
)
 
(4,253
)
Tier 1 common equity
$
361,319


$
338,093

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

 
17,600

Series A Preferred Stock

 
23,938

Tier 1 Equity
$
378,919

 
$
379,631

Total Risk-Weighted Assets
$
4,579,687

 
$
4,256,662

Estimated tier 1 equity to risk-weighted assets ratio
8.27
%
 
8.92
%
Estimated tier 1 common equity to risk-weighted assets ratio
7.89

 
7.94



14