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EX-99.2 - EXHIBIT 99.2 - Independent Bank Group, Inc.ibtxq32016erpresentation.htm
8-K - 8-K - Independent Bank Group, Inc.form8-kibgpressreleaseocto.htm

Exhibit 99.1

Press Release
For Immediate Release

earningsreleaseimage1a09.jpg          
    


Independent Bank Group Reports
Third Quarter Financial Results

McKINNEY, Texas, October 24, 2016 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced net income available to common shareholders of $14.5 million, or $0.78 per diluted share, for the quarter ended September 30, 2016 compared to $8.1 million, or $0.47 per diluted share, for the quarter ended September 30, 2015 and $11.8 million, or $0.64 per diluted share, for the quarter ended June 30, 2016.


Highlights

Core earnings were $14.8 million, or $0.80 per diluted share, compared to $13.8 million, or $0.74 per diluted share, for second quarter 2016, representing an increase of 7.7%
Return on average assets above 1%
Annualized organic loan growth of 10.2% for the quarter and 12.4% year to date
Improved core efficiency ratio of 52.07%, compared to 55.05% for second quarter 2016
Strong credit quality metrics as reflected by a nonperforming loans to total loans ratio of 0.26% and a nonperforming assets to total assets ratio of 0.23%


"Our third quarter performance reflects the continuing execution of our core strategies," said Independent Bank Group Chairman and Chief Executive Officer David Brooks. "Loan growth supported by strong credit metrics drives the performance of our Company, and we are starting to see results of cost saving measures initiated earlier this year. Tangible book value and core earnings continue to increase quarter over quarter and year over year, demonstrating our focus on enhancing shareholder value."


Third Quarter 2016 Operating Results


Net Interest Income


Net interest income was $45.7 million for third quarter 2016 compared to $38.1 million for third quarter 2015 and $45.9 million for second quarter 2016. Net interest income decreased slightly compared to the linked quarter primarily due to interest expense on $45 million in subordinated debt that was issued at the end of second quarter 2016. The increase in net interest income from the previous year was primarily due to increased average earning asset balances resulting from organic growth as well as loans and investments acquired in the Grand Bank acquisition in November 2015.
The yield on interest-earning assets was 4.22% for third quarter 2016 compared to 4.62% for third quarter 2015 and 4.49% for second quarter 2016. The decreases are reflective of lower loan yields from previous periods driven by decreased fee income and payoffs of energy loans that had been accruing at default rates. The decrease from the linked quarter is also a result of a change in the mix of interest bearing cash and an increase in calls and paydowns of securities with unamortized premiums compared to second quarter 2016.
The cost of interest bearing liabilities, including borrowings, was 0.74% for third quarter 2016 compared to 0.70% for third quarter 2015 and 0.66% for second quarter 2016. The increase from the prior year is primarily due to the issuance of subordinated debt in 2016 offset by the maturities of higher rate FHLB advances. The increase from the linked quarter is primarily due to subordinated debt costs.
The net interest margin was 3.66% for third quarter 2016 compared to 4.08% for third quarter 2015 and 3.96% for second quarter 2016. The core margin, which excludes purchased loan accretion, was 3.65% for third quarter 2016 compared to 4.07% for third quarter 2015 and 3.94% for second quarter 2016.

1


The average balance of total interest-earning assets grew by $1.3 billion and totaled $5.0 billion at September 30, 2016 compared to $3.7 billion at September 30, 2015 and grew by $310.1 million compared to $4.7 billion at June 30, 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 assets acquired in the Grand Bank acquisition in fourth quarter 2015.


Noninterest Income

Total noninterest income increased $1.1 million compared to third quarter 2015 and increased $3 thousand compared to second quarter 2016.
The increase from the prior year reflects an increase of $569 thousand in mortgage fee income, $134 thousand in cash surrender value of BOLI and a $198 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 BOLI income is a result of $15 million in policies purchased at the end of second quarter 2016. The increase in other noninterest income from the prior year is primarily related to an increase in earning credits on correspondent accounts.
An increase in service charges and BOLI income in the third quarter were offset by reduced mortgage income and lower correspondent earnings credits as compared to the second quarter 2016, which resulted in stable total noninterest income as compared to the linked quarter.


Noninterest Expense

Total noninterest expense increased $1.1 million compared to third quarter 2015 and decreased $4.1 million compared to second quarter 2016.
The increase in noninterest expense compared to third quarter 2015 is due primarily to an increase of $385 thousand in salaries and benefits expense in addition to increases of $404 thousand in data processing expenses and $582 thousand in FDIC assessment off-set by a decrease of $290 thousand in acquisition expenses. 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. Acquisition expenses were lower as the expenses in prior year were related to the November 2015 acquisition of Grand Bank.
The decrease from the linked quarter is primarily related to decreases of $4.3 million in salaries and benefits expense and $260 thousand in professional fees offset by an increase of $254 thousand in FDIC assessment. Salaries and benefits decreased during third quarter 2016 primarily because compensation expense included $2.6 million of management restructure cost in second quarter 2016. The restructure also lowered the run rate for compensation and restricted stock expense in the third quarter 2016. In addition, second quarter results reflected higher mortgage and production bonuses than third quarter. Professional fees decreased due to lower legal activity related to problem loan workouts, primarily in the energy portfolio. The increase in FDIC assessment from the linked quarter is due to increased deposit accounts, primarily resulting from the Grand Bank acquisition.


Provision for Loan Losses

Provision for loan loss expense was $2.1 million for the third quarter 2016, a decrease of $1.8 million compared to $3.9 million for third quarter 2015, and stable compared to $2.1 million for the second quarter 2016. Third quarter 2015 provision included additional allocations related to the energy portfolio, including a $1.2 million specific allocation on an impaired energy loan. A partial charge-off of $3 million was taken on this loan in third quarter 2016. The entire charge-off had been reserved in prior periods and did not affect third quarter provision expense.
The allowance for loan losses was $29.6 million, or 0.68% of total loans, at September 30, 2016, compared to $25.1 million, or 0.71% of total loans at September 30, 2015, and compared to $30.9 million, or 0.73% of total loans, at June 30, 2016. The decrease from the linked quarter is primarily the result of charge-offs during the quarter and reflects the improved credit metrics in the energy portfolio. The increase in the allowance from the prior year is generally due to additions to general reserves for organic loan growth.


Income Taxes

Federal income tax expense of $7.2 million was recorded for the quarter ended September 30, 2016, an effective rate of 33.0%, compared to tax expense of $3.9 million and an effective rate of 32.4% for the quarter ended September 30, 2015 and tax expense of $5.9 million and an effective rate of 33.2% for the quarter ended June 30, 2016.

2


Third Quarter 2016 Balance Sheet Highlights:


Loans

Total loans held for investment were $4.361 billion at September 30, 2016 compared to $4.251 billion at June 30, 2016 and to $3.529 billion at September 30, 2015. This represented total loan growth of $109.2 million for the quarter, or 10.2% on an annualized basis. Loans have grown 12.4%, annualized, from December 31, 2015.
Energy outstandings at the end of third quarter were $126.5 million (2.9% of total loans) versus $122.1 million at second quarter 2016. As of September 30, 2016, there were three nonperforming classified energy credits with balances totaling $7.7 million and 11 performing classified energy credits with a balance of $19.3 million. All energy related credits continue to be closely monitored. As of September 30, 2016, the total energy related allowance was 4.7% of the total energy portfolio.


Asset Quality

Total nonperforming assets decreased to $13.3 million, or 0.23% of total assets at September 30, 2016 from $18.7 million, or 0.34% of total assets at June 30, 2016 and decreased from $15.1 million, or 0.34% of total assets at September 30, 2015.
Total nonperforming loans decreased to $11.2 million, or 0.26% of total loans at September 30, 2016 compared to $17.2 million, or 0.40% of total loans at June 30, 2016 and decreased slightly from $11.7 million, or 0.33% of total loans at September 30, 2015.
The decrease in nonperforming assets from the linked quarter is primarily due to the pay-off of a $1.0 million nonaccrual energy loan participation, a partial charge-off of $3.0 million on a nonaccrual energy loan and dispositions of $732 thousand in other real estate properties. The decrease in nonperforming assets from the prior year is primarily due to dispositions of $1.3 million in other real estate properties during 2016.
The decrease in nonperforming loans from the linked quarter is primarily due to the pay-off and chargeoff discussed above in addition to the removal of a $1.4 million residential real estate loan which was removed from the troubled debt restructured loan total during third quarter due to repossession of collateral.
Charge-offs were 0.32% annualized in the third quarter 2016 compared to 0.11% annualized in the linked quarter and 0.07% annualized in the prior year quarter. The increase in charge-offs for the current quarter is primarily due to the charge-off discussed above related to an impaired energy loan, which was placed on nonaccrual in the first quarter of 2015.


Deposits and Borrowings

Total deposits were $4.416 billion at September 30, 2016 compared to $4.208 billion at June 30, 2016 and compared to $3.534 billion at September 30, 2015.
Total borrowings (other than junior subordinated debentures) were $578.0 million at September 30, 2016, a decrease of $195 thousand from June 30, 2016 and an increase of $243.5 million from September 30, 2015. These changes reflect the issuance of $43.4 million, net of discount and costs, of 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 6.86% and 7.46% (estimated), respectively, at September 30, 2016 compared to 6.88% and 7.42%, respectively, at June 30, 2016 and 7.15% and 8.67%, respectively, at September 30, 2015. The total stockholders’ equity to total assets ratio was 11.35%, 11.56% and 12.69% at September 30, 2016, June 30, 2016 and September 30, 2015, respectively. Total capital to risk weighted assets was 11.24% at September 30, 2016 (estimated) compared to 11.35% at June 30, 2016 and 11.86% at September 30, 2015. The respective changes in capital ratios from the previous year and the linked quarter is primarily due to growth in assets during the quarter, 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 $34.79 and $20.03, respectively, at September 30, 2016 compared to $34.08 and $19.28, respectively, at June 30, 2016 and $31.81 and $17.72 respectively, at September 30, 2015.
Return on tangible equity (on an annualized basis) was 15.80% for the third quarter 2016 compared to 13.52% and 10.75% for the second quarter 2016 and third quarter 2015, respectively.
Return on average assets and return on average equity (on an annualized basis) were 1.04% and 9.04%, respectively, for third quarter 2016 compared to 0.88% and 7.60%, respectively, for second quarter 2016 and 0.76% and 5.96%, respectively, for third 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 41 banking offices in three market regions located in the Dallas/Fort Worth, Austin and Houston, Texas areas.

Conference Call

A conference call covering Independent Bank Group’s third quarter earnings announcement will be held on Tuesday, October 25, 2016 at 8:30 a.m. (EDT) and can be accessed by calling 1-877-303-7611 and by identifying the conference ID number 95772050. The conference materials will be available by accessing the Investor Relations page of our website, www.ibtx.com. A recording of the conference call and the conference materials will be available from October 25, 2016 through November 1, 2016 on our website.

Forward-Looking Statements

The numbers as of and for the quarter ended September 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 quarters ended June 30, 2016 and 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:
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 September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015, and September 30, 2015
(Dollars in thousands, except for share data)
(Unaudited)


 
As of and for the quarter ended
 
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
Selected Income Statement Data
 
 
 
 
 
 
 
 
 
Interest income
$
52,740

 
$
51,941

 
$
51,464

 
$
47,414

 
$
43,130

Interest expense
7,003

 
6,058

 
5,804

 
5,263

 
5,041

   Net interest income
45,737

 
45,883

 
45,660

 
42,151

 
38,089

Provision for loan losses
2,123

 
2,123

 
2,997

 
1,970

 
3,932

   Net interest income after provision for loan losses
43,614

 
43,760

 
42,663

 
40,181

 
34,157

Noninterest income
4,932

 
4,929

 
4,470

 
4,254

 
3,799

Noninterest expense
26,887

 
31,023

 
28,519

 
28,527

 
25,830

Income tax expense
7,155

 
5,857

 
6,162

 
5,347

 
3,924

   Net income
14,504

 
11,809

 
12,452

 
10,561

 
8,202

Preferred stock dividends

 

 
8

 
60

 
60

     Net income available to common shareholders
14,504

 
11,809

 
12,444

 
10,501

 
8,142

Core net interest income (1)
45,621

 
45,618

 
44,327

 
41,635

 
38,001

Core Pre-Tax Pre-Provision Earnings (1)
24,253

 
22,713

 
21,590

 
18,875

 
17,123

Core net income(1)
14,819

 
13,764

 
12,438

 
11,377

 
8,917

 
 
 
 
 
 
 
 
 
 
Per Share Data (Common Stock)
 
 

 

 
 
 
 
Earnings:
 
 
 
 
 
 
 
 
 
Basic 
$
0.78

 
$
0.64

 
$
0.67

 
$
0.58

 
$
0.48

Diluted
0.78

 
0.64

 
0.67

 
0.58

 
0.47

Core earnings:
 
 
 
 
 
 
 
 
 
Basic (1)
0.80

 
0.75

 
0.67

 
0.63

 
0.52

Diluted (1)
0.80

 
0.74

 
0.67

 
0.63

 
0.52

Dividends
0.08

 
0.08

 
0.08

 
0.08

 
0.08

Book value
34.79

 
34.08

 
33.38

 
32.79

 
31.81

Tangible book value  (1)
20.03

 
19.28

 
18.54

 
17.85

 
17.72

Common shares outstanding
18,488,628

 
18,475,978

 
18,461,480

 
18,399,194

 
17,111,394

Weighted average basic shares outstanding (4)
18,478,289

 
18,469,182

 
18,444,284

 
17,965,055

 
17,110,090

Weighted average diluted shares outstanding (4)
18,568,622

 
18,547,074

 
18,528,031

 
18,047,960

 
17,199,281

 
 
 
 
 
 
 
 
 
 
Selected Period End Balance Sheet Data
 
 
 
 
 
 
 
 

Total assets
$
5,667,195

 
$
5,446,797

 
$
5,261,967

 
$
5,055,000

 
$
4,478,339

Cash and cash equivalents
589,600

 
436,605

 
356,526

 
293,279

 
353,950

Securities available for sale
267,860

 
287,976

 
302,650

 
273,463

 
200,188

Loans, held for sale
7,097

 
13,942

 
8,515

 
12,299

 
6,218

Loans, held for investment
4,360,690

 
4,251,457

 
4,130,496

 
3,989,405

 
3,529,275

Allowance for loan losses
29,575

 
30,916

 
29,984

 
27,043

 
25,088

Goodwill and core deposit intangible
272,988

 
273,480

 
273,972

 
275,000

 
241,171

Other real estate owned
2,083

 
1,567

 
1,745

 
2,168

 
2,323

Noninterest-bearing deposits
1,143,479

 
1,107,620

 
1,070,611

 
1,071,656

 
884,272

Interest-bearing deposits
3,273,014

 
3,100,785

 
3,101,341

 
2,956,623

 
2,649,768

Borrowings (other than junior subordinated debentures)
577,974

 
578,169

 
444,745

 
371,283

 
334,485

Junior subordinated debentures
18,147

 
18,147

 
18,147

 
18,147

 
18,147

Series A Preferred Stock

 

 

 
23,938

 
23,938

Total stockholders' equity
643,253

 
629,628

 
616,258

 
603,371

 
568,257




6

            

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


 
As of and for the quarter ended
 
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
September 30, 2015
Selected Performance Metrics
 
 
 
 
 
 
 
 
 
Return on average assets
1.04
%
 
0.88
%
 
0.95
%
 
0.86
%
 
0.76
%
Return on average equity (2)
9.04

 
7.60

 
8.10

 
7.28

 
5.96

Return on tangible equity (2) (5)
15.80

 
13.52

 
14.57

 
13.37

 
10.75

Adjusted return on average assets (1)
1.07

 
1.03

 
0.95

 
0.93

 
0.83

Adjusted return on average equity (1) (2)
9.24

 
8.86

 
8.09

 
7.89

 
6.53

Adjusted return on tangible equity (1) (2) (5)
16.15

 
15.76

 
14.57

 
14.49

 
11.77

Net interest margin
3.66

 
3.96

 
4.08

 
3.96

 
4.08

Core net interest margin (3)
3.65

 
3.94

 
3.96

 
3.91

 
4.07

Efficiency ratio
53.06

 
61.05

 
56.89

 
61.47

 
61.66

Core efficiency ratio (1)
52.07

 
55.05

 
55.68

 
58.75

 
59.25

 
 
 
 
 
 
 
 
 
 
Credit Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.23
%
 
0.34
%
 
0.62
%
 
0.36
%
 
0.34
%
Nonperforming loans to total loans
0.26

 
0.40

 
0.72

 
0.37

 
0.33

Nonperforming assets to total loans and other real estate
0.30

 
0.44

 
0.79

 
0.45

 
0.43

Allowance for loan losses to non-performing loans
264.42

 
179.97

 
100.35

 
181.99

 
214.21

Allowance for loan losses to total loans
0.68

 
0.73

 
0.73

 
0.68

 
0.71

Net charge-offs to average loans outstanding (annualized)
0.32

 
0.11

 
0.01

 

 
0.07

 
 
 
 
 
 
 
 
 
 
Capital Ratios
 
 
 
 
 
 
 
 
 
Estimated common equity tier 1 capital to risk-weighted assets (1)
7.92
%
 
7.89
%
 
7.92
%
 
7.94
%
 
8.26
%
Estimated tier 1 capital to average assets
7.46

 
7.42

 
7.36

 
8.28

 
8.67

Estimated tier 1 capital to risk-weighted assets (1)
8.29

 
8.27

 
8.32

 
8.92

 
9.37

Estimated total capital to risk-weighted assets
11.24

 
11.35

 
10.47

 
11.14

 
11.86

Total stockholders' equity to total assets
11.35

 
11.56

 
11.71

 
11.94

 
12.69

Tangible common equity to tangible assets (1)
6.86

 
6.88

 
6.86

 
6.87

 
7.15

 
 
 
 
 
 
 
 
 
 
(1) Non-GAAP financial measures. See reconciliation.
(2) Excludes average balance of Series A preferred stock.
(3) Excludes income recognized on acquired loans of $116, $265, $1,333, $516, and $88, 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 Nine Months Ended September 30, 2016 and 2015
(Dollars in thousands)
(Unaudited)
   
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
   
 
2016
 
2015
 
2016
 
2015
Interest income:
 
 
 
 
 
   
 
 
Interest and fees on loans
 
$
51,194

 
$
42,145

 
$
151,522

 
$
123,350

Interest on taxable securities
 
573

 
393

 
2,067

 
1,553

Interest on nontaxable securities
 
394

 
461

 
1,289

 
1,324

Interest on interest-bearing deposits and other
 
579

 
131

 
1,267

 
386

Total interest income
 
52,740

 
43,130

 
156,145

 
126,613

Interest expense:
 
 
 
 
 
 
 
 
Interest on deposits
 
4,049

 
3,067

 
11,623

 
8,794

Interest on FHLB advances
 
1,063

 
773

 
3,062

 
2,243

Interest on repurchase agreements and other borrowings
 
1,733

 
1,064

 
3,723

 
3,229

Interest on junior subordinated debentures
 
158

 
137

 
457

 
400

Total interest expense
 
7,003

 
5,041

 
18,865

 
14,666

Net interest income
 
45,737

 
38,089

 
137,280

 
111,947

Provision for loan losses
 
2,123

 
3,932

 
7,243

 
7,261

Net interest income after provision for loan losses
 
43,614

 
34,157

 
130,037

 
104,686

Noninterest income:
 
 
 
 
 
   
 
 
Service charges on deposit accounts
 
1,840

 
1,777

 
5,287

 
5,041

Mortgage fee income
 
1,922

 
1,353

 
5,319

 
4,082

Gain on sale of loans
 

 
116

 

 
116

Loss on sale of branch
 
(43
)
 

 
(43
)
 

Gain on sale of other real estate
 
4

 
41

 
57

 
220

Gain on sale of securities available for sale
 

 

 
4

 
90

Gain (loss) on sale of premises and equipment
 
(9
)
 
(374
)
 
32

 
(374
)
Increase in cash surrender value of BOLI
 
402

 
268

 
937

 
806

Other
 
816

 
618

 
2,738

 
1,893

Total noninterest income
 
4,932

 
3,799

 
14,331

 
11,874

Noninterest expense:
 
 
 
 
 
   
 
 
Salaries and employee benefits
 
15,303

 
14,918

 
51,644

 
43,992

Occupancy
 
4,038

 
4,117

 
12,119

 
12,054

Data processing
 
1,190

 
786

 
3,575

 
2,140

FDIC assessment
 
1,123

 
541

 
2,718

 
1,553

Advertising and public relations
 
229

 
313

 
775

 
912

Communications
 
563

 
550

 
1,648

 
1,643

Net other real estate owned expenses (including taxes)
 
145

 
88

 
180

 
184

Other real estate impairment
 
51

 
10

 
106

 
35

Core deposit intangible amortization
 
492

 
363

 
1,472

 
1,102

Professional fees
 
717

 
841

 
2,354

 
2,008

Acquisition expense, including legal
 
3

 
293

 
732

 
793

Other
 
3,033

 
3,010

 
9,106

 
8,255

Total noninterest expense
 
26,887

 
25,830

 
86,429

 
74,671

Income before taxes
 
21,659

 
12,126

 
$
57,939

 
$
41,889

Income tax expense
 
7,155

 
3,924

 
$
19,174

 
$
13,664

Net income
 
$
14,504

 
$
8,202

 
$
38,765

 
$
28,225




8

            

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

   
September 30,
 
December 31,
Assets
2016
 
2015
Cash and due from banks
$
150,968

 
$
129,096

Interest-bearing deposits in other banks
438,632

 
164,183

Cash and cash equivalents
589,600

 
293,279

Certificates of deposit held in other banks

 
61,746

Securities available for sale
267,860

 
273,463

Loans held for sale
7,097

 
12,299

Loans, net of allowance for loan losses
4,329,217

 
3,960,809

Premises and equipment, net
89,928

 
93,015

Other real estate owned
2,083

 
2,168

Federal Home Loan Bank (FHLB) of Dallas stock and other restricted stock
26,452

 
14,256

Bank-owned life insurance (BOLI)
56,798

 
40,861

Deferred tax asset
5,349

 
5,892

Goodwill
258,319

 
258,643

Core deposit intangible, net
14,669

 
16,357

Other assets
19,823

 
22,212

           Total assets
$
5,667,195

 
$
5,055,000

 
 
 
 
Liabilities, Temporary Equity and Stockholders’ Equity
 
 
 
Deposits:
 
 
 
   Noninterest-bearing
$
1,143,479

 
$
1,071,656

   Interest-bearing
3,273,014

 
2,956,623

           Total deposits
4,416,493

 
4,028,279

FHLB advances
470,765

 
288,325

Repurchase agreements

 
12,160

Other borrowings
107,159

 
68,295

Other borrowings, related parties
50

 
2,503

Junior subordinated debentures
18,147

 
18,147

Other liabilities
11,328

 
9,982

           Total liabilities
5,023,942

 
4,427,691

Commitments and contingencies
 
 
 
 
 
 
 
Temporary equity: Series A preferred stock

 
23,938

Stockholders’ equity:
   
 
   
Common stock
185

 
184

Additional paid-in capital
534,446

 
530,107

Retained earnings
105,023

 
70,698

Accumulated other comprehensive income
3,599

 
2,382

Total stockholders’ equity
643,253

 
603,371

            Total liabilities, temporary equity and stockholders’ equity
$
5,667,195

 
$
5,055,000











9

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Three Months Ended September 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 September 30,
   
2016
 
2015
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
4,302,570

 
$
51,194

 
4.73
%
 
$
3,411,536

 
$
42,145

 
4.90
%
Taxable securities
218,286

 
573

 
1.04

 
119,997

 
393

 
1.30

Nontaxable securities
75,559

 
394

 
2.07

 
65,440

 
461

 
2.79

Interest-bearing deposits and other
370,011

 
579

 
0.62

 
109,031

 
131

 
0.48

Total interest-earning assets
4,966,426

 
$
52,740

 
4.22

 
3,706,004

 
$
43,130

 
4.62

Noninterest-earning assets
568,777

 
   
 
   
 
564,600

 
   
 
   
Total assets
$
5,535,203

 
   
 
   
 
$
4,270,604

 
   
 
   
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
Checking accounts
$
1,791,228

 
$
1,946

 
0.43
%
 
$
1,279,575

 
$
1,416

 
0.44
%
Savings accounts
153,526

 
66

 
0.17

 
143,914

 
66

 
0.18

Money market accounts
396,441

 
474

 
0.48

 
289,895

 
211

 
0.29

Certificates of deposit
821,283

 
1,563

 
0.76

 
841,009

 
1,374

 
0.65

Total deposits
3,162,478

 
4,049

 
0.51

 
2,554,393

 
3,067

 
0.48

FHLB advances
494,141

 
1,063

 
0.86

 
212,267

 
773

 
1.44

Other borrowings
107,284

 
1,733

 
6.43

 
76,313

 
1,064

 
5.53

Junior subordinated debentures
18,147

 
158

 
3.46

 
18,147

 
137

 
3.00

Total interest-bearing liabilities
3,782,050

 
7,003

 
0.74

 
2,861,120

 
5,041

 
0.70

Noninterest-bearing checking accounts
1,100,613

 
   
 
   
 
836,212

 
   
 
   
Noninterest-bearing liabilities
14,185

 
   
 
   
 
7,395

 
   
 
   
Stockholders’ equity
638,355

 
   
 
   
 
565,877

 
   
 
   
Total liabilities and equity
$
5,535,203

 
   
 
   
 
$
4,270,604

 
   
 
   
Net interest income
   
 
$
45,737

 
   
 
   
 
$
38,089

 
   
Interest rate spread
   
 
   
 
3.48
%
 
   
 
   
 
3.92
%
Net interest margin
   
 
   
 
3.66

 
   
 
   
 
4.08

Average interest earning assets to interest bearing liabilities
   
 
   
 
131.32

 
   
 
   
 
129.53




10

            

Independent Bank Group, Inc. and Subsidiaries
Consolidated Average Balance Sheet Amounts, Interest Earned and Yield Analysis
Nine Months Ended September 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.
   
For The Nine Months Ended September 30,
   
2016
 
2015
   
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
 
Yield/
Rate
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
4,170,930

 
$
151,522

 
4.85
%
 
$
3,336,034

 
$
123,350

 
4.94
%
Taxable securities
220,176

 
2,067

 
1.25

 
127,250

 
1,553

 
1.63

Nontaxable securities
73,761

 
1,289

 
2.33

 
67,603

 
1,324

 
2.62

Federal funds sold and other
243,827

 
1,267

 
0.69

 
136,420

 
386

 
0.38

Total interest-earning assets
4,708,694

 
$
156,145

 
4.43

 
3,667,307

 
$
126,613

 
4.62

Noninterest-earning assets
673,676

 
   
 
 
 
554,655

 
   
 
 
Total assets
$
5,382,370

 
   
 
 
 
$
4,221,962

 
   
 
 
Interest-bearing liabilities:
 
 
   
 
 
 
   
 
   
 
 
Checking accounts
$
1,718,458

 
$
5,689

 
0.44
%
 
$
1,287,810

 
$
4,206

 
0.44
%
Savings accounts
149,080

 
196

 
0.18

 
143,539

 
198

 
0.18

Money market accounts
434,010

 
1,385

 
0.43

 
260,768

 
490

 
0.25

Certificates of deposit
817,693

 
4,353

 
0.71

 
839,155

 
3,900

 
0.62

Total deposits
3,119,241

 
11,623

 
0.50

 
2,531,272

 
8,794

 
0.46

FHLB advances
463,811

 
3,062

 
0.88

 
212,005

 
2,243

 
1.41

Other borrowings
81,454

 
3,723

 
6.11

 
76,605

 
3,229

 
5.64

Junior subordinated debentures
18,147

 
457

 
3.36

 
18,147

 
400

 
2.95

Total interest-bearing liabilities
3,682,653

 
18,865

 
0.68

 
2,838,029

 
14,666

 
0.69

Noninterest-bearing checking accounts
1,059,202

 
   
 
   
 
819,649

 
   
 
   
Noninterest-bearing liabilities
12,207

 
   
 
   
 
7,722

 
   
 
   
Stockholders’ equity
628,308

 
   
 
   
 
556,562

 
   
 
   
Total liabilities and equity
$
5,382,370

 
   
 
   
 
$
4,221,962

 
   
 
   
Net interest income
   
 
$
137,280

 
   
 
   
 
$
111,947

 
   
Interest rate spread
   
 
   
 
3.75
%
 
   
 
   
 
3.93
%
Net interest margin
   
 
   
 
3.89

 
   
 
   
 
4.08

Average interest earning assets to interest bearing liabilities
   
 
   
 
127.86

 
   
 
   
 
129.22



11

            

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

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

 

 
 
September 30, 2016
 
December 31, 2015
 
 
Amount
 
% of Total
 
Amount
 
% of Total
Commercial
 
$
618,257

 
14.2
%
 
$
731,818

 
18.3
%
Real estate:
 
 
 
 
 
 
 
   
Commercial real estate
 
2,279,628

 
52.2

 
1,949,734

 
48.7

Commercial construction, land and land development
 
499,639

 
11.4

 
419,611

 
10.5

Residential real estate (1)
 
639,509

 
14.6

 
620,289

 
15.5

Single-family interim construction
 
248,425

 
5.7

 
187,984

 
4.7

Agricultural
 
51,684

 
1.2

 
50,178

 
1.3

Consumer
 
30,485

 
0.7

 
41,966

 
1.0

Other
 
160

 

 
124

 

Total loans
 
4,367,787

 
100.0
%
 
4,001,704

 
100.0
%
Deferred loan fees
 
(1,898
)
 
 
 
(1,553
)
 
 
Allowance for losses
 
(29,575
)
 
 
 
(27,043
)
 
   
Total loans, net
 
$
4,336,314

 
   
 
$
3,973,108

 
   
(1) Includes loans held for sale at September 30, 2016 and December 31, 2015 of $7,097 and $12,299, respectively.

12

            

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

 
 
For the Three Months Ended
 
 
September 30, 2016
June 30, 2016
March 31, 2016
December 31, 2015
September 30, 2015
Net Interest Income - Reported
(a)
$
45,737

$
45,883

$
45,660

$
42,151

$
38,089

Income recognized on acquired loans
 
(116
)
(265
)
(1,333
)
(516
)
(88
)
Adjusted Net Interest Income
(b)
45,621

45,618

44,327

41,635

38,001

Provision Expense - Reported
(c)
2,123

2,123

2,997

1,970

3,932

Noninterest Income - Reported
(d)
4,932

4,929

4,470

4,254

3,799

Gain on sale of loans
 




(116
)
Loss on sale of branch
 
43





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

(4
)

(44
)

(Gain) loss on sale of premises and equipment
 
9

(3
)
(38
)
(16
)
374

Adjusted Noninterest Income
(e)
4,980

4,912

4,384

4,124

4,016

Noninterest Expense - Reported
(f)
26,887

31,023

28,519

28,527

25,830

Senior leadership restructure (6)
 

(2,575
)



OREO Impairment
 
(51
)

(55
)

(10
)
IPO related stock grant
 
(104
)
(156
)
(156
)
(156
)
(156
)
Acquisition Expense (5)
 
(384
)
(475
)
(1,187
)
(1,487
)
(770
)
Adjusted Noninterest Expense
(g)
26,348

27,817

27,121

26,884

24,894

Pre-Tax Pre-Provision Income
(a) + (d) - (f)
$
23,782

$
19,789

$
21,611

$
17,878

$
16,058

Core Pre-Tax Pre-Provision Income
(b) + (e) - (g)
$
24,253

$
22,713

$
21,590

$
18,875

$
17,123

Core Net Income (2)
(b) - (c) + (e) - (g)
$
14,819

$
13,764

$
12,438

$
11,377

$
8,917

 Reported Efficiency Ratio
(f) / (a + d)
53.06
%
61.05
%
56.89
%
61.47
%
61.66
%
 Core Efficiency Ratio
(g) / (b + e)
52.07
%
55.05
%
55.68
%
58.75
%
59.25
%
Adjusted Return on Average Assets (1)
 
1.07
%
1.03
%
0.95
%
0.93
%
0.83
%
Adjusted Return on Average Equity (1)
 
9.24
%
8.86
%
8.09
%
7.89
%
6.53
%
Adjusted Return on Tangible Equity (1)
 
16.15
%
15.76
%
14.57
%
14.49
%
11.77
%
Total Average Assets
 
$
5,535,203

$
5,367,935

$
5,242,289

$
4,847,375

$
4,270,604

Total Average Stockholders' Equity (3)
 
$
638,355

$
624,981

$
618,059

$
572,160

$
541,939

Total Average Tangible Stockholders' Equity (3) (4)
 
$
365,127

$
351,263

$
343,418

$
311,549

$
300,578

(1) Calculated using core net income
(2)  Assumes actual effective tax rate of 33.0%, 33.2%, 33.1%, 32.7%, and 32.4%, 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 $381 thousand, $385 thousand, $548 thousand, $860 thousand, and $477 thousand of compensation and bonus expenses in addition to $3 thousand, $90 thousand, $639 thousand, $627 thousand, and $293 thousand of merger-related expenses for the quarters ended September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015, and September 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 September 30, 2016 and December 31, 2015
(Dollars in thousands, except per share information)
(Unaudited)

Tangible Book Value Per Common Share
 
 
 
 
September 30,
 
December 31,
 
2016
 
2015
Tangible Common Equity
 
 
 
Total common stockholders' equity
$
643,253

 
$
603,371

Adjustments:
 
 
 
Goodwill
(258,319
)
 
(258,643
)
Core deposit intangibles, net
(14,669
)
 
(16,357
)
Tangible common equity
$
370,265

 
$
328,371

Tangible assets
$
5,394,207

 
$
4,780,000

Common shares outstanding
18,488,628

 
18,399,194

Tangible common equity to tangible assets
6.86
%
 
6.87
%
Book value per common share
$
34.79

 
$
32.79

Tangible book value per common share
20.03

 
17.85


Tier 1 Common and Tier 1 Capital to Risk-Weighted Assets Ratio
 
 
 
 
September 30,
 
December 31,
 
2016
 
2015
Tier 1 Common Equity
 
 
 
Total common stockholders' equity - GAAP
$
643,253

 
$
603,371

Adjustments:
 
 
 
Unrealized gain on available-for-sale securities
(3,599
)
 
(2,382
)
Goodwill
(258,319
)
 
(258,643
)
Qualifying core deposit intangibles, net
(5,721
)
 
(4,253
)
Tier 1 common equity
$
375,614


$
338,093

Qualifying restricted core capital elements (junior subordinated debentures)
17,600

 
17,600

Series A preferred stock

 
23,938

Tier 1 Equity
$
393,214

 
$
379,631

 
 
 
 
Total Risk-Weighted Assets
$
4,742,001

 
$
4,256,662

Estimated tier 1 equity to risk-weighted assets ratio
8.29
%
 
8.92
%
Estimated tier 1 common equity to risk-weighted assets ratio
7.92

 
7.94

 
 
 
 


14