Document


Filed by Southside Bancshares, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Southside Bancshares, Inc.
Commission File No.: 000-12247

Additional Information About the Proposed Mergers and Where to Find It
 
Southside Bancshares, Inc. will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Diboll State Bancshares, Inc. that will also constitute a prospectus of Southside Bancshares, Inc. After the registration statement is declared effective by the SEC, a definitive proxy statement/prospectus will be delivered to the shareholders of Diboll State Bancshares, Inc. SOUTHSIDE BANCSHARES, INC. AND DIBOLL STATE BANCSHARES, INC. URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain (when available) copies of all documents filed with the SEC regarding the transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from: (i) Southside Bancshares, Inc.’s website (www.southside.com) under the tab “Investor Relations,” and then under the tab “Documents”; (ii) Southside Bancshares, Inc. upon written request to Corporate Secretary, P.O. Box 8444, Tyler, Texas 75711; or (iii) Diboll State Bancshares, Inc. upon written request to Jay Shands at 104 North Temple Drive, Diboll, TX 75941.

SOUTHSIDE BANCSHARES, INC.
ANNOUNCES FINANCIAL RESULTS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2017
NASDAQ Global Select Market Symbol - “SBSI”


Tyler, Texas, (July 28, 2017) Southside Bancshares, Inc. (“Southside” or the “Company”) (NASDAQ:SBSI) today reported its financial results for the three and six months ended June 30, 2017.
Southside reported net income of $14.5 million for the three months ended June 30, 2017, an increase of $3.1 million, or 27.1%, compared to $11.4 million for the same period in 2016. Southside reported net income of $29.5 million for the six months ended June 30, 2017, an increase of $4.6 million, or 18.3%, compared to $24.9 million for the same period in 2016.
Diluted earnings per common share were $0.49 for the three months ended June 30, 2017, an increase of $0.07, or 16.7%, compared to $0.42 for the three months ended June 30, 2016. For the six months ended June 30, 2017, diluted earnings per common share increased $0.08, or 8.7%, to $1.00 when compared to $0.92 for the same period in 2016.
The return on average shareholders’ equity for the six months ended June 30, 2017 was 11.13%, compared to 10.93% for the same period in 2016.  The return on average assets was 1.06% for the six months ended June 30, 2017, compared to 0.99% for the same period in 2016.
“Strong financial results and the announcement of a merger agreement with Diboll State Bancshares, Inc. provide the highlights for the second quarter,” stated Lee R. Gibson, President and Chief Executive Officer of Southside. “Our financial results for the second quarter included solid loan growth of $71.3 million, a 2.8% increase on a linked quarter basis, net income of $14.5 million, which included $473,000 of merger related expense and $75,000 of expense associated with two scheduled branch closures, a decrease in the efficiency ratio to 50.26% and a decrease in our ratio of nonperforming assets to total assets to 0.16%.”
“Our loan growth primarily occurred late in the quarter with $60.1 million booked in June and of the $60.1 million, $14.6 million was booked during the last two days of June. End of quarter loan growth, combined with our healthy pipeline, should provide an excellent start for loan revenue in the third quarter.”
“On June 12, 2017, we announced the signing of a merger agreement with Diboll State Bancshares, Inc. (“Diboll”). We have filed all of our applications with relevant regulatory authorities and are currently preparing the preliminary proxy statement/prospectus to be included in our registration statement on Form S-4 which will be filed with the Securities and Exchange Commission. We





anticipate closing this transaction sometime during the fourth quarter of 2017, subject to regulatory approval, Diboll shareholder approval, and customary closing conditions.”
Loans and Deposits
For the six months ended June 30, 2017, total loans increased by $53.7 million, or 2.1%, compared to December 31, 2016.  The net increase in our loans was comprised primarily of increases of $87.7 million of commercial real estate loans, $6.7 million of construction loans, and $6.4 million of municipal loans, which were partially offset by decreases of $21.8 million of 1-4 family residential loans, $20.3 million of loans to individuals, and $5.0 million of commercial loans. Loans with oil and gas industry exposure totaled 1.14% of the loan portfolio at June 30, 2017, compared to 1.09% at December 31, 2016.
Nonperforming assets decreased during the six months ended June 30, 2017 by $5.9 million, or 39.3%, to $9.2 million, or 0.16% of total assets, compared to 0.27% of total assets at December 31, 2016, due to the payoff of several nonaccrual commercial loans during the six months ended June 30, 2017.
During the six months ended June 30, 2017, the allowance for loan losses increased by $1.3 million, or 7.4%, to $19.2 million, or 0.74% of total loans, compared to 0.70% of total loans at December 31, 2016, primarily due to loan growth.
During the six months ended June 30, 2017, deposits, net of brokered deposits, decreased $11.0 million, or 0.3%, compared to December 31, 2016. During this six-month period, our public fund deposits decreased $38.2 million, or 3.8%.






Net Interest Income for the Three Months Ended June 30, 2017
Net interest income increased $1.0 million, or 3.0%, to $35.4 million for the three months ended June 30, 2017, compared to $34.4 million for the same period in 2016. The increase in net interest income was the result of a $4.9 million increase in interest income on loans and the securities portfolio, partially offset by the increase in interest expense of $3.9 million associated with our deposits and other interest bearing liabilities, compared to the same period in 2016. For the three months ended June 30, 2017, our net interest spread decreased to 2.89%, compared to 3.24% for the same period in 2016. Our net interest margin decreased to 3.07% for the three months ended June 30, 2017, compared to 3.35% for the same period in 2016. Both the decrease in net interest margin and spread was due to higher average rates paid on interest bearing liabilities along with a decrease in the average yield on earning assets. The increase in average rates paid on interest bearing liabilities was a direct result of the subordinated debt issuance and the decrease in purchase accretion on the certificate of deposit premium during the third quarter of 2016 and overall higher interest rates. The decrease in the average yield on earning assets during the three months ended June 30, 2017 was primarily the result of a decrease in purchase accounting accretion on loans and a decrease in the average yield on tax-exempt investment securities. The net interest spread and margin on a linked quarter basis decreased from 2.93% and 3.08%, respectively, for the three months ended March 31, 2017, to 2.89% and 3.07%, respectively, for the three months ended June 30, 2017.
Net Interest Income for the Six Months Ended June 30, 2017
Net interest income decreased $290,000, or 0.4%, to $70.7 million for the six months ended June 30, 2017, compared to $71.0 million for the same period in 2016. The decrease in net interest income was the result of the $7.1 million increase in interest expense on our deposits and other interest bearing liabilities exceeding the $6.8 million increase in interest income on loans and the securities portfolio, compared to the same period in 2016. For the six months ended June 30, 2017, our net interest spread decreased to 2.91%, compared to 3.32% for the same period in 2016. Our net interest margin decreased to 3.07% for the six months ended June 30, 2017, compared to 3.43% for the same period in 2016. Both the decrease in net interest margin and spread was due to higher average rates paid on interest bearing liabilities along with a decrease in the average yield on earning assets. The increase in average rates paid on interest bearing liabilities was a direct result of the subordinated debt issuance and the decrease in purchase accretion on the certificate of deposit premium during the third quarter of 2016 and overall higher interest rates. The decrease in the average yield on earning assets was the result of a 23 basis point decrease in the average yield on investment securities combined with a decrease in purchase accounting accretion on loans and the effect on the average yield on loans in 2016, of the $1.3 million recovery of interest income on the payoff of a long-term nonaccrual loan during the first quarter of 2016.
Net Income for the Three Months Ended June 30, 2017
Net income increased $3.1 million, or 27.1%, for the three months ended June 30, 2017, to $14.5 million compared to the same period in 2016. The increase was primarily the result of a $4.9 million increase in interest income and a $2.4 million decrease in provision for loan losses, partially offset by a $3.9 million increase in interest expense and a $0.6 million increase in income tax expense.
Noninterest income decreased $0.1 million, or 0.8%, for the three months ended June 30, 2017, compared to the same period in 2016, due primarily to a decrease in net gain on sale of securities available for sale and a decrease in gain on sale of loans which was partially offset by increases in other noninterest income, deposit services income, and brokerage services income.
Noninterest expense decreased $0.3 million, or 1.1%, for the three months ended June 30, 2017, compared to the same period in 2016, due primarily to decreases in professional fees, FDIC insurance and advertising, travel and entertainment expense, partially offset by increases in other noninterest expense. The decrease in professional fees is due to decreases in consulting fees associated with the cost containment and process improvement efforts initiated in January 2016. FDIC insurance decreased due to reduced FDIC assessment rates. Advertising, travel and entertainment expenses decreased primarily due to a decrease in advertising expense. Other noninterest expense increased primarily due to acquisition expense of approximately $473,000 related to the pending merger with Diboll.

Net Income for the Six Months Ended June 30, 2017
Net income increased $4.6 million, or 18.3%, for the six months ended June 30, 2017, to $29.5 million compared to the same period in 2016. The increase was primarily the result of a $6.8 million increase in interest income, a $3.8 million decrease in noninterest expense, and a $3.6 million decrease in provision for loan losses, partially offset by a $7.1 million increase in interest expense, a $2.0 million decrease in noninterest income, and a $0.6 million increase in income tax expense.
Noninterest income decreased $2.0 million, or 9.5%, for the six months ended June 30, 2017 compared to the same period in 2016, due to a decrease in net gain on sale of securities available for sale and a decrease in gain on sale of loans which was partially offset by increases in other noninterest income, deposit services income, and brokerage services income.





Noninterest expense decreased $3.8 million, or 6.9%, for the six months ended June 30, 2017, compared to the same period in 2016, due primarily to decreases in salary and employee benefits, professional fees, occupancy expense, FDIC insurance, advertising, travel and entertainment expense and other noninterest expense, partially offset by an increase in ATM and debit card expense. The decrease in salaries and employee benefits was due to a one-time expense of $1.7 million related to the acceptance of early retirement packages of 16 employees during the six months ended June 30, 2016. Professional fees decreased due to decreases in consulting fees associated with cost containment and process improvement efforts initiated in January 2016. Occupancy expense decreased due to lower rent expense. FDIC insurance decreased due to reduced FDIC assessment rates. Advertising, travel and entertainment expenses decreased primarily due to decreases in advertising and travel expenditures. Other noninterest expense decreased primarily due to a reduction in the provision expense for losses on unfunded loan commitments, losses on other real estate owned, a decrease in core deposit intangible amortization expense and equipment maintenance expense, partially offset by acquisition expense of approximately $473,000 related to the pending merger with Diboll. ATM and debit card expense increased due to increased activity.

Conference Call
Southside's management team will host a conference call to discuss its second quarter 2017 financial results on Friday, July 28, 2017 at 9:00 am CDT.  The call can be accessed by dialing 844-775-2540 and by identifying the conference ID number 52302927 or by identifying “Southside Bancshares, Inc., Second Quarter 2017 Earnings Call.”  To listen to the call via web-cast, register at www.southside.com/about/investor-relations.
For those unable to listen to the conference call live, a recording of the conference call will be available from approximately 3:00 pm CDT July 28, 2017 through August 9, 2017 by accessing the company website, www.southside.com/about/investor-relations.

Non-GAAP Financial Measures
Our accounting and reporting policies conform to generally accepted accounting principles (“GAAP”) in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of our performance. These include the following fully-taxable equivalent measures: (i) tax-equivalent net interest income, (ii) tax-equivalent net interest margin, (iii) tax-equivalent net interest spread, and (iv) tax-equivalent efficiency ratio, which include the effects of taxable-equivalent adjustments using a federal income tax rate of 35% to increase tax-exempt interest income to a tax-equivalent basis. Whenever we present a non-GAAP financial measure in an SEC filing, we are also required to present the most directly comparable financial measure calculated and presented in accordance with GAAP and reconcile the differences between the non-GAAP financial measure and such comparable GAAP measure.  Tax-equivalent adjustments are reported in notes 2 and 3 to the “Average Balances with Average Yields and Rates” tables under “Results of Operations” below.
Tax-equivalent net interest income, net interest margin and net interest spread. Net interest income on a tax-equivalent basis is a non-GAAP measure that adjusts for the tax-favored status of net interest income from loans and investments. We believe this measure to be the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources. The most directly comparable financial measure calculated in accordance with GAAP is our net interest income. Net interest margin on a tax-equivalent basis is net interest income on a tax-equivalent basis divided by average interest-earning assets on a tax-equivalent basis. The most directly comparable financial measure calculated in accordance with GAAP is our net interest margin. Net interest spread on a tax-equivalent basis is the difference in the average yield on average interest-earning assets on a tax equivalent basis and the average rate paid on average interest-bearing liabilities. The most directly comparable financial measure calculated in accordance with GAAP is our net interest spread.
Efficiency ratio.  The efficiency ratio, calculated on a tax-equivalent basis, is a non-GAAP measure that provides a measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. The ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense, excluding amortization of intangibles and certain non-recurring expense by the sum of net interest income on a tax-equivalent basis and noninterest income, excluding gains (losses) on sales of investment securities and certain non-recurring impairments. The most directly comparable financial measure calculated in accordance with GAAP is our efficiency ratio.
These non-GAAP financial measures should not be considered alternatives to GAAP-basis financial statements, and other bank holding companies may define or calculate these non-GAAP measures or similar measures differently.





About Southside Bancshares, Inc.
Southside Bancshares, Inc. is a bank holding company with approximately $5.58 billion in assets as of June 30, 2017, that owns 100% of Southside Bank.  Southside Bank currently has 60 banking centers in Texas and operates a network of 70 ATMs.
To learn more about Southside Bancshares, Inc., please visit our investor relations website at www.southside.com/about/investor-relations.  Our investor relations site provides a detailed overview of our activities, financial information and historical stock price data.  To receive e-mail notification of company news, events and stock activity, please register on the E-mail Notification portion of the website.  Questions or comments may be directed to Suni Davis at (903) 531-7235, or suni.davis@southside.com.

Forward-Looking Statements
Certain statements of other than historical fact that are contained in this document and in other written material, press releases and oral statements issued by or on behalf of the Company may be considered to be “forward-looking statements” within the meaning of and subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date.  These statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “appear,” “believe,” “could,” “should,” “may,” “likely,” “intend,” “probability,” “risk,” “target,” “objective,” “plans,” “potential,” and similar expressions.  Forward-looking statements are statements with respect to the Company’s beliefs, plans, expectations, objectives, goals, anticipations, assumptions and estimates about the Company's future performance and are subject to significant known and unknown risks and uncertainties, which could cause the Company's actual results to differ materially from the results discussed in the forward-looking statements.  For example, discussions about trends in asset quality, capital, liquidity, the pace of loan and revenue growth, the Company's ability to sell nonperforming assets, expense reductions, planned operational efficiencies, earnings, pending acquisitions, and certain market risk disclosures, including the impact of interest rates and other economic factors, are based upon information presently available to management and are dependent on choices about key model characteristics and assumptions and are subject to various limitations.  By their nature, certain of the market risk disclosures are only estimates and could be materially different from what actually occurs in the future.  
Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, under “Forward-Looking Information” and Item 1A. “Risk Factors,” and in the Company’s other filings with the Securities and Exchange Commission.  The Company disclaims any obligation to update any factors or to announce publicly the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.






 
SOUTHSIDE BANCSHARES, INC.
 
CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED)
 
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of
 
2017
 
2016
 
June 30,
 
Mar. 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
ASSETS
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
56,033

 
$
54,345

 
$
59,363

 
$
54,255

 
$
45,663

Interest earning deposits
175,039

 
185,289

 
102,251

 
144,833

 
18,450

Federal funds sold
4,760

 
7,360

 
8,040

 

 

Securities available for sale, at estimated fair value
1,397,811

 
1,444,043

 
1,479,600

 
1,622,128

 
1,416,335

Securities held to maturity, at carrying value
925,538

 
929,793

 
937,487

 
775,682

 
784,925

Federal Home Loan Bank stock, at cost
61,561

 
61,305

 
61,084

 
51,901

 
47,702

Loans held for sale
3,036

 
5,303

 
7,641

 
5,301

 
5,883

Loans
2,610,198

 
2,538,918

 
2,556,537

 
2,483,641

 
2,384,321

Less: Allowance for loan losses
(19,241
)
 
(18,485
)
 
(17,911
)
 
(15,993
)
 
(14,908
)
Net loans
2,590,957

 
2,520,433

 
2,538,626

 
2,467,648

 
2,369,413

Premises & equipment, net
105,938

 
105,327

 
106,003

 
106,777

 
107,242

Goodwill
91,520

 
91,520

 
91,520

 
91,520

 
91,520

Other intangible assets, net
3,767

 
4,177

 
4,608

 
5,060

 
5,534

Bank owned life insurance
99,011

 
98,377

 
97,775

 
97,002

 
96,375

Other assets
63,511

 
148,977

 
69,769

 
42,796

 
45,886

Total assets
$
5,578,482

 
$
5,656,249

 
$
5,563,767

 
$
5,464,903

 
$
5,034,928

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
Noninterest bearing deposits
$
757,353

 
$
753,224

 
$
704,013

 
$
747,270

 
$
679,831

Interest bearing deposits
2,866,720

 
2,952,072

 
2,829,063

 
2,834,117

 
2,890,418

Total deposits
3,624,073

 
3,705,296

 
3,533,076

 
3,581,387

 
3,570,249

Short-term obligations
1,024,257

 
960,730

 
873,615

 
720,634

 
385,717

Long-term obligations
320,658

 
411,310

 
601,464

 
621,640

 
559,071

Other liabilities
62,429

 
47,447

 
37,338

 
68,682

 
47,591

          Total liabilities
5,031,417

 
5,124,783

 
5,045,493

 
4,992,343

 
4,562,628

Shareholders' equity
547,065

 
531,466

 
518,274

 
472,560

 
472,300

Total liabilities and shareholders' equity
$
5,578,482

 
$
5,656,249

 
$
5,563,767

 
$
5,464,903

 
$
5,034,928







 
At or For the Three Months Ended
 
2017
 
2016
 
June 30,
 
Mar. 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
Income Statement:
 
 
 
 
 
 
 
 
 
Total interest income
$
46,009

 
$
44,888

 
$
43,680

 
$
41,132

 
$
41,089

Total interest expense
10,585

 
9,608

 
9,039

 
7,202

 
6,711

Net interest income
35,424

 
35,280

 
34,641

 
33,930

 
34,378

Provision for loan losses
1,346

 
1,098

 
2,065

 
1,631

 
3,768

Net interest income after provision for loan losses
34,078

 
34,182

 
32,576

 
32,299

 
30,610

Noninterest income
 
 
 
 
 
 
 
 
 
Deposit services
5,255

 
5,114

 
5,183

 
5,335

 
5,099

Net (loss) gain on sale of securities available for sale
(75
)
 
322

 
(2,676
)
 
2,343

 
728

Gain on sale of loans
505

 
701

 
461

 
818

 
873

Trust income
899

 
890

 
900

 
867

 
869

Bank owned life insurance income
635

 
634

 
649

 
656

 
647

Brokerage services
682

 
547

 
466

 
551

 
535

Other
1,392

 
1,465

 
1,730

 
1,162

 
619

Total noninterest income
9,293

 
9,673

 
6,713

 
11,732

 
9,370

Noninterest expense
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
14,915

 
15,919

 
16,194

 
15,203

 
14,849

Occupancy expense
2,897

 
2,863

 
2,825

 
4,569

 
2,993

Advertising, travel & entertainment
548

 
583

 
648

 
588

 
722

ATM and debit card expense
889

 
927

 
820

 
868

 
736

Professional fees
1,050

 
939

 
982

 
1,148

 
1,478

Software and data processing expense
688

 
725

 
687

 
736

 
739

Telephone and communications
476

 
526

 
572

 
407

 
468

FDIC insurance
445

 
441

 
215

 
643

 
645

FHLB prepayment fees

 

 

 

 
148

Other
3,629

 
2,935

 
2,934

 
4,263

 
3,035

Total noninterest expense
25,537

 
25,858

 
25,877

 
28,425

 
25,813

Income before income tax expense
17,834

 
17,997

 
13,412

 
15,606

 
14,167

Income tax expense
3,353

 
3,008

 
1,839

 
2,741

 
2,772

Net income
$
14,481

 
$
14,989

 
$
11,573

 
$
12,865

 
$
11,395

 
 
 
 
 
 
 
 
 
 
Common share data:
 
 
 
Weighted-average basic shares outstanding
29,318

 
29,288

 
27,542

 
26,923

 
26,890

Weighted-average diluted shares outstanding
29,519

 
29,504

 
27,731

 
27,080

 
27,013

Shares outstanding end of period
29,344

 
29,306

 
29,261

 
26,939

 
26,912

Net income per common share
 
 
 
 
 
 
 
 
 
Basic
$
0.49

 
$
0.51

 
$
0.42

 
$
0.48

 
$
0.42

Diluted
0.49

 
0.51

 
0.42

 
0.48

 
0.42

Book value per common share
18.64

 
18.14

 
17.71

 
17.54

 
17.55

Cash dividend paid per common share
0.28

 
0.25

 
0.30

 
0.24

 
0.24

 
 
 
 
 
 
 
 
 
 
Selected Performance Ratios:
 
 
 
 
 
 
 
 
 
Return on average assets
1.04
%
 
1.08
%
 
0.83
%
 
0.98
%
 
0.90
%
Return on average shareholders’ equity
10.70

 
11.57

 
9.56

 
10.78

 
9.91

Average yield on earning assets (1)
3.88

 
3.82

 
3.73

 
3.78

 
3.93

Average rate on interest bearing liabilities
0.99

 
0.89

 
0.83

 
0.72

 
0.69

Net interest spread (1)
2.89

 
2.93

 
2.90

 
3.06

 
3.24

Net interest margin (1)
3.07

 
3.08

 
3.03

 
3.19

 
3.35

Average earning assets to average interest bearing liabilities
121.57

 
120.04

 
119.88

 
120.40

 
120.21

Noninterest expense to average total assets
1.83

 
1.87

 
1.85

 
2.17

 
2.05

Efficiency ratio (1)
50.26

 
51.60

 
52.00

 
53.88

 
52.85

(1) See “Non-GAAP Financial Measures.”





 
At or For the
Six Months Ended
 
June 30,
 
2017
 
2016
Income Statement:
 
 
 
Total interest income
$
90,897

 
$
84,101

Total interest expense
20,193

 
13,107

Net interest income
70,704

 
70,994

Provision for loan losses
2,444

 
6,084

Net interest income after provision for loan losses
68,260

 
64,910

Noninterest income
 
 
 
Deposit services
10,369

 
10,184

Net gain on sale of securities available for sale
247

 
3,169

Gain on sale of loans
1,206

 
1,516

Trust income
1,789

 
1,724

Bank owned life insurance income
1,269

 
1,321

Brokerage services
1,229

 
1,110

Other
2,857

 
1,942

Total noninterest income
18,966

 
20,966

Noninterest expense
 
 
 
Salaries and employee benefits
30,834

 
32,581

Occupancy expense
5,760

 
6,328

Advertising, travel & entertainment
1,131

 
1,407

ATM and debit card expense
1,816

 
1,448

Professional fees
1,989

 
2,816

Software and data processing expense
1,413

 
1,488

Telephone and communications
1,002

 
952

FDIC insurance
886

 
1,283

FHLB prepayment fees

 
148

Other
6,564

 
6,769

Total noninterest expense
51,395

 
55,220

Income before income tax expense
35,831

 
30,656

Income tax expense
6,361

 
5,745

Net income
$
29,470

 
$
24,911

Common share data:
 
 
Weighted-average basic shares outstanding
29,303

 
27,002

Weighted-average diluted shares outstanding
29,511

 
27,099

Net income per common share
 
 
 
Basic
$
1.01

 
$
0.92

Diluted
1.00

 
0.92

Book value per common share
18.64

 
17.55

Cash dividend paid per common share
0.53

 
0.47

 
 
Selected Performance Ratios:
 
 
 
Return on average assets
1.06
%
 
0.99
%
Return on average shareholders’ equity
11.13

 
10.93

Average yield on earning assets (1)
3.85

 
4.00

Average yield on interest bearing liabilities
0.94

 
0.68

Net interest spread (1)
2.91

 
3.32

Net interest margin (1)
3.07

 
3.43

Average earning assets to average interest bearing liabilities
120.80

 
119.91

Noninterest expense to average total assets
1.85

 
2.19

Efficiency ratio (1)
50.93

 
55.22

(1) See “Non-GAAP Financial Measures.”







 
Southside Bancshares, Inc.
 
Selected Financial Data (unaudited)
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
2017
 
2016
 
June 30,
 
Mar. 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
Nonperforming assets:
$
9,165

 
$
14,079

 
$
15,105

 
$
16,008

 
$
24,510

Nonaccrual loans (1)
3,034

 
7,261

 
8,280

 
8,536

 
11,767

Accruing loans past due more than 90 days (1)

 
1

 
6

 
1

 
6

Restructured loans (2)
5,884

 
6,424

 
6,431

 
7,193

 
12,477

Other real estate owned
233

 
367

 
339

 
237

 
237

Repossessed assets
14

 
26

 
49

 
41

 
23

 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
 
 
Nonaccruing loans to total loans
0.12
%
 
0.29
%
 
0.32
%
 
0.34
%
 
0.49
%
Allowance for loan losses to nonaccruing loans
634.18

 
254.58

 
216.32

 
187.36

 
126.69

Allowance for loan losses to nonperforming assets
209.94

 
131.29

 
118.58

 
99.91

 
60.82

Allowance for loan losses to total loans
0.74

 
0.73

 
0.70

 
0.64

 
0.63

Nonperforming assets to total assets
0.16

 
0.25

 
0.27

 
0.29

 
0.49

Net charge-offs to average loans
0.09

 
0.08

 
0.02

 
0.09

 
1.77

 
 
 
 
 
 
 
 
 
 
Capital Ratios:
 
 
 
 
 
 
 
 
 
Shareholders’ equity to total assets
9.81

 
9.40

 
9.32

 
8.65

 
9.38

Average shareholders’ equity to average total assets
9.72

 
9.36

 
8.66

 
9.10

 
9.11


(1)
Excludes purchased credit impaired ("PCI") loans measured at fair value at acquisition.
(2)
Includes $3.0 million, $3.0 million, $3.1 million, $3.2 million, and $8.3 million in PCI loans restructured as of June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016, and June 30, 2016, respectively.

Loan Portfolio Composition
The following table sets forth loan totals by category for the periods presented:
 
Three Months Ended
 
2017
 
2016
 
June 30,
 
Mar. 31,
 
Dec. 31,
 
Sept. 30,
 
June 30,
Real Estate Loans:
 
 
 
 
 
 
 
 
 
Construction
$
386,853

 
$
362,367

 
$
380,175

 
$
466,323

 
$
425,595

1-4 Family Residential
615,405

 
622,881

 
637,239

 
644,746

 
633,400

Commercial
1,033,629

 
974,307

 
945,978

 
759,795

 
694,272

Commercial Loans
172,311

 
176,908

 
177,265

 
191,154

 
197,896

Municipal Loans
305,023

 
297,417

 
298,583

 
293,949

 
292,909

Loans to Individuals
96,977

 
105,038

 
117,297

 
127,674

 
140,249

Total Loans
$
2,610,198

 
$
2,538,918

 
$
2,556,537

 
$
2,483,641

 
$
2,384,321







RESULTS OF OPERATIONS
The “Average Balances with Average Yields and Rates” tables that follow show average earning assets and interest bearing liabilities together with the average yield on the earning assets and the average rate of the interest bearing liabilities (dollars in thousands).
 
Average Balances with Average Yields and Rates
 
(unaudited)
 
Three Months Ended
 
June 30, 2017
 
March 31, 2017
 
Avg Balance
 
Interest
 
Avg Yield/Rate
 
Avg Balance
 
Interest
 
Avg Yield/Rate
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans (1) (2)
$
2,557,093

 
$
29,080

 
4.56
%
 
$
2,549,230

 
$
28,241

 
4.49
%
Loans held for sale
5,914

 
60

 
4.07
%
 
7,023

 
48

 
2.77
%
Securities:
 
 
 
 
 
 
 
 
 
 
 
Investment securities (taxable) (4)
58,168

 
267

 
1.84
%
 
86,511

 
377

 
1.77
%
Investment securities (tax-exempt) (3) (4)
749,259

 
9,386

 
5.02
%
 
779,772

 
9,929

 
5.16
%
Mortgage-backed and related securities (4)
1,594,269

 
10,818

 
2.72
%
 
1,570,510

 
10,045

 
2.59
%
Total securities
2,401,696

 
20,471

 
3.42
%
 
2,436,793

 
20,351

 
3.39
%
FHLB stock, at cost, and other investments
66,744

 
299

 
1.80
%
 
66,547

 
298

 
1.82
%
Interest earning deposits
156,124

 
364

 
0.94
%
 
162,235

 
346

 
0.86
%
Federal funds sold
5,326

 
14

 
1.05
%
 
7,217

 
14

 
0.79
%
Total earning assets
5,192,897

 
50,288

 
3.88
%
 
5,229,045

 
49,298

 
3.82
%
Cash and due from banks
50,961

 
 
 
 
 
53,528

 
 
 
 
Accrued interest and other assets
358,041

 
 
 
 
 
350,729

 
 
 
 
Less:  Allowance for loan losses
(18,495
)
 
 
 
 
 
(18,130
)
 
 
 
 
Total assets
$
5,583,404

 
 
 
 
 
$
5,615,172

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
262,009

 
121

 
0.19
%
 
$
252,744

 
92

 
0.15
%
Time deposits
1,014,101

 
2,723

 
1.08
%
 
927,610

 
2,227

 
0.97
%
Interest bearing demand deposits
1,616,036

 
2,294

 
0.57
%
 
1,707,996

 
1,962

 
0.47
%
Total interest bearing deposits
2,892,146

 
5,138

 
0.71
%
 
2,888,350

 
4,281

 
0.60
%
Short-term interest bearing liabilities
1,010,484

 
2,480

 
0.98
%
 
1,007,546

 
2,065

 
0.83
%
Long-term interest bearing liabilities – FHLB Dallas
210,416

 
1,075

 
2.05
%
 
301,775

 
1,402

 
1.88
%
Subordinated notes (5)
98,151

 
1,398

 
5.71
%
 
98,117

 
1,393

 
5.76
%
Long-term debt (6)
60,238

 
494

 
3.29
%
 
60,237

 
467

 
3.14
%
Total interest bearing liabilities
4,271,435

 
10,585

 
0.99
%
 
4,356,025

 
9,608

 
0.89
%
Noninterest bearing deposits
729,564

 
 
 
 
 
693,729

 
 
 
 
Accrued expenses and other liabilities
39,819

 
 
 
 
 
39,960

 
 
 
 
Total liabilities
5,040,818

 
 
 
 
 
5,089,714

 
 
 
 
Shareholders’ equity
542,586

 
 
 
 
 
525,458

 
 
 
 
Total liabilities and shareholders’ equity
$
5,583,404

 
 
 
 
 
$
5,615,172

 
 
 
 
Net interest income (7)
 
 
$
39,703

 
 
 
 
 
$
39,690

 
 
Net interest margin on average earning assets (7)
 
 
 
 
3.07
%
 
 
 
 
 
3.08
%
Net interest spread (7)
 
 
 
 
2.89
%
 
 
 
 
 
2.93
%

(1)
Interest on loans includes net fees on loans that are not material in amount.
(2)
Interest income includes taxable-equivalent adjustments of $1,050 and $1,035 for the three months ended June 30, 2017 and March 31, 2017, respectively. See “Non-GAAP Financial Measures.”
(3)
Interest income includes taxable-equivalent adjustments of $3,229 and $3,375 for the three months ended June 30, 2017 and March 31, 2017, respectively. See “Non-GAAP Financial Measures.”
(4)
For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.
(5)
The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.8 million and $1.9 million for the three months ended June 30, 2017 and March 31, 2017, respectively.
(6)
Represents issuance of junior subordinated debentures. In connection with the adoption of ASU 2015-03 that requires unamortized debt issuance costs be presented as a direct deduction from the related debt liability, our average long-term debt for the three months ended June 30, 2017 and March 31, 2017 reflect unamortized debt issuance costs of $73,000 and $74,000, respectively.
(7)
See “Non-GAAP Financial Measures.”

Note: As of June 30, 2017 and March 31, 2017, loans totaling $3,034 and $7,261, respectively, were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.





 
Three Months Ended
 
December 31, 2016
 
September 30, 2016
 
Avg Balance
 
Interest
 
Avg Yield/Rate
 
Avg Balance
 
Interest
 
Avg Yield/Rate
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans (1) (2)
$
2,512,820

 
$
27,835

 
4.41
%
 
$
2,436,349

 
$
26,750

 
4.37
%
Loans held for sale
4,845

 
36

 
2.96
%
 
6,718

 
54

 
3.20
%
Securities:
 
 
 
 
 
 
 
 
 
 
 
Investment securities (taxable) (4)
115,057

 
485

 
1.68
%
 
61,238

 
251

 
1.63
%
Investment securities (tax-exempt) (3) (4)
812,771

 
10,352

 
5.07
%
 
690,635

 
8,911

 
5.13
%
Mortgage-backed and related securities (4)
1,520,045

 
9,294

 
2.43
%
 
1,492,271

 
9,399

 
2.51
%
Total securities
2,447,873

 
20,131

 
3.27
%
 
2,244,144

 
18,561

 
3.29
%
FHLB stock, at cost, and other investments
62,087

 
210

 
1.35
%
 
54,085

 
186

 
1.37
%
Interest earning deposits
134,786

 
165

 
0.49
%
 
57,598

 
89

 
0.61
%
Federal funds sold
2,972

 
5

 
0.67
%
 

 

 

Total earning assets
5,165,383

 
48,382

 
3.73
%
 
4,798,894

 
45,640

 
3.78
%
Cash and due from banks
52,415

 
 
 
 
 
49,418

 
 
 
 
Accrued interest and other assets
359,217

 
 
 
 
 
385,917

 
 
 
 
Less:  Allowance for loan losses
(16,467
)
 
 
 
 
 
(14,989
)
 
 
 
 
Total assets
$
5,560,548

 
 
 
 
 
$
5,219,240

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
250,706

 
76

 
0.12
%
 
$
248,364

 
71

 
0.11
%
Time deposits
926,021

 
2,261

 
0.97
%
 
949,019

 
2,073

 
0.87
%
Interest bearing demand deposits
1,646,535

 
1,543

 
0.37
%
 
1,634,898

 
1,460

 
0.36
%
Total interest bearing deposits
2,823,262

 
3,880

 
0.55
%
 
2,832,281

 
3,604

 
0.51
%
Short-term interest bearing liabilities
869,398

 
1,428

 
0.65
%
 
608,130

 
1,122

 
0.73
%
Long-term interest bearing liabilities – FHLB Dallas
457,754

 
1,837

 
1.60
%
 
472,470

 
1,857

 
1.56
%
Subordinated notes (5)
98,011

 
1,439

 
5.84
%
 
12,823

 
189

 
5.86
%
Long-term debt (6)
60,235

 
455

 
3.01
%
 
60,234

 
430

 
2.84
%
Total interest bearing liabilities
4,308,660

 
9,039

 
0.83
%
 
3,985,938

 
7,202

 
0.72
%
Noninterest bearing deposits
717,599

 
 
 
 
 
702,539

 
 
 
 
Accrued expenses and other liabilities
52,714

 
 
 
 
 
55,783

 
 
 
 
Total liabilities
5,078,973

 
 
 
 
 
4,744,260

 
 
 
 
Shareholders’ equity
481,575

 
 
 
 
 
474,980

 
 
 
 
Total liabilities and shareholders’ equity
$
5,560,548

 
 
 
 
 
$
5,219,240

 
 
 
 
Net interest income (7)
 
 
$
39,343

 
 
 
 
 
$
38,438

 
 
Net interest margin on average earning assets (7)
 
 
 
 
3.03
%
 
 
 
 
 
3.19
%
Net interest spread (7)
 
 
 
 
2.90
%
 
 
 
 
 
3.06
%

(1)
Interest on loans includes net fees on loans that are not material in amount.
(2)
Interest income includes taxable-equivalent adjustments of $1,045 and $1,064 for the three months ended December 31, 2016 and September 30, 2016, respectively. See “Non-GAAP Financial Measures.”
(3)
Interest income includes taxable-equivalent adjustments of $3,657 and $3,444 for the three months ended December 31, 2016 and September 30, 2016, respectively. See “Non-GAAP Financial Measures.”
(4)
For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.
(5)
The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $2.0 million and $220,000 for the three months ended December 31, 2016 and September 30, 2016, respectively.
(6)
Represents issuance of junior subordinated debentures. In connection with the adoption of ASU 2015-03 that requires unamortized debt issuance costs be presented as a direct deduction from the related debt liability, our average long-term debt for the three months ended December 31, 2016 and September 30, 2016 reflect unamortized debt issuance costs of $76,000 and $77,000, respectively.
(7)
See “Non-GAAP Financial Measures.”

Note: As of December 31, 2016 and September 30, 2016, loans totaling $8,280 and $8,536, respectively, were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.






 
Three Months Ended
 
June 30, 2016
 
Avg Balance
 
Interest
 
Avg Yield/Rate
ASSETS
 
 
 
 
 
Loans (1) (2)
$
2,426,733

 
$
27,275

 
4.52
%
Loans held for sale
4,984

 
40

 
3.23
%
Securities:
 
 
 
 
 
Investment securities (taxable) (4)
22,010

 
107

 
1.96
%
Investment securities (tax-exempt) (3) (4)
657,568

 
8,636

 
5.28
%
Mortgage-backed and related securities (4)
1,450,868

 
9,366

 
2.60
%
Total securities
2,130,446

 
18,109

 
3.42
%
FHLB stock, at cost, and other investments
52,952

 
185

 
1.41
%
Interest earning deposits
57,493

 
61

 
0.43
%
Total earning assets
4,672,608

 
45,670

 
3.93
%
Cash and due from banks
47,079

 
 
 
 
Accrued interest and other assets
377,983

 
 
 
 
Less:  Allowance for loan losses
(22,377
)
 
 
 
 
Total assets
$
5,075,293

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Savings deposits
$
244,639

 
68

 
0.11
%
Time deposits
976,600

 
1,927

 
0.79
%
Interest bearing demand deposits
1,727,431

 
1,520

 
0.35
%
Total interest bearing deposits
2,948,670

 
3,515

 
0.48
%
Short-term interest bearing liabilities
385,858

 
906

 
0.94
%
Long-term interest bearing liabilities – FHLB Dallas
492,296

 
1,874

 
1.53
%
Long-term debt (5)
60,233

 
416

 
2.78
%
Total interest bearing liabilities
3,887,057

 
6,711

 
0.69
%
Noninterest bearing deposits
682,360

 
 
 
 
Accrued expenses and other liabilities
43,360

 
 
 
 
Total liabilities
4,612,777

 
 
 
 
Shareholders’ equity
462,516

 
 
 
 
Total liabilities and shareholders’ equity
$
5,075,293

 
 
 
 
Net interest income (6)
 
 
$
38,959

 
 
Net interest margin on average earning assets (6)
 
 
 
 
3.35
%
Net interest spread (6)
 
 
 
 
3.24
%

(1)
Interest on loans includes net fees on loans that are not material in amount.
(2)
Interest income includes taxable-equivalent adjustment of $1,082 for the three months ended June 30, 2016. See “Non-GAAP Financial Measures.”
(3)
Interest income includes taxable-equivalent adjustment of $3,499 for the three months ended June 30, 2016. See “Non-GAAP Financial Measures.”
(4)
For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.
(5)
Represents issuance of junior subordinated debentures. In connection with the adoption of ASU 2015-03 that requires unamortized debt issuance costs be presented as a direct deduction from the related debt liability, our average long-term debt for the three months ended June 30, 2016 reflects unamortized debt issuance costs of $78,000.
(6)
See “Non-GAAP Financial Measures.”

Note: As of June 30, 2016, loans totaling $11,767 were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.






 
Average Balances with Average Yields and Rates
 
(unaudited)
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
Avg Balance
 
Interest
 
Avg Yield/Rate
 
Avg Balance
 
Interest
 
Avg Yield/Rate
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Loans (1) (2)
$
2,553,183

 
$
57,321

 
4.53
%
 
$
2,430,783

 
$
56,068

 
4.64
%
Loans held for sale
6,466

 
108

 
3.37
%
 
4,283

 
72

 
3.38
%
Securities:
 
 
 
 
 
 
 
 
 
 
 
Investment securities (taxable) (4)
72,262

 
644

 
1.80
%
 
31,835

 
321

 
2.03
%
Investment securities (tax-exempt) (3) (4)
764,431

 
19,315

 
5.10
%
 
646,667

 
17,130

 
5.33
%
Mortgage-backed and related securities (4)
1,582,455

 
20,863

 
2.66
%
 
1,452,605

 
18,757

 
2.60
%
Total securities
2,419,148

 
40,822

 
3.40
%
 
2,131,107

 
36,208

 
3.42
%
FHLB stock, at cost, and other investments
66,646

 
597

 
1.81
%
 
54,034

 
402

 
1.50
%
Interest earning deposits
159,162

 
710

 
0.90
%
 
54,255

 
131

 
0.49
%
Federal funds sold
6,266

 
28

 
0.90
%
 

 

 

Total earning assets
5,210,871

 
99,586

 
3.85
%
 
4,674,462

 
92,881

 
4.00
%
Cash and due from banks
52,237

 
 
 
 
 
51,406

 
 
 
 
Accrued interest and other assets
354,283

 
 
 
 
 
373,998

 
 
 
 
Less:  Allowance for loan losses
(18,313
)
 
 
 
 
 
(21,233
)
 
 
 
 
Total assets
$
5,599,078

 
 
 
 
 
$
5,078,633

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
257,402

 
213

 
0.17
%
 
$
240,066

 
133

 
0.11
%
Time deposits
971,095

 
4,950

 
1.03
%
 
945,958

 
3,650

 
0.78
%
Interest bearing demand deposits
1,661,762

 
4,256

 
0.52
%
 
1,722,573

 
2,988

 
0.35
%
Total interest bearing deposits
2,890,259

 
9,419

 
0.66
%
 
2,908,597

 
6,771

 
0.47
%
Short-term interest bearing liabilities
1,009,023

 
4,545

 
0.91
%
 
399,922

 
1,602

 
0.81
%
Long-term interest bearing liabilities – FHLB Dallas
255,843

 
2,477

 
1.95
%
 
529,561

 
3,913

 
1.49
%
Subordinated notes (5)
98,134

 
2,791

 
5.74
%
 

 

 

Long-term debt (6)
60,237

 
961

 
3.22
%
 
60,232

 
821

 
2.74
%
Total interest bearing liabilities
4,313,496

 
20,193

 
0.94
%
 
3,898,312

 
13,107

 
0.68
%
Noninterest bearing deposits
711,745

 
 
 
 
 
677,612

 
 
 
 
Accrued expenses and other liabilities
39,768

 
 
 
 
 
44,247

 
 
 
 
Total liabilities
5,065,009

 
 
 
 
 
4,620,171

 
 
 
 
Shareholders’ equity
534,069

 
 
 
 
 
458,462

 
 
 
 
Total liabilities and shareholders’ equity
$
5,599,078

 
 
 
 
 
$
5,078,633

 
 
 
 
Net interest income (7)
 
 
$
79,393

 
 
 
 
 
$
79,774

 
 
Net interest margin on average earning assets (7)
 
 
 
 
3.07
%
 
 
 
 
 
3.43
%
Net interest spread (7)
 
 
 
 
2.91
%
 
 
 
 
 
3.32
%

(1)
Interest on loans includes net fees on loans that are not material in amount.
(2)
Interest income includes taxable-equivalent adjustments of $2,085 and $2,142 for the six months ended June 30, 2017 and 2016, respectively. See “Non-GAAP Financial Measures.”
(3)
Interest income includes taxable-equivalent adjustments of $6,604 and $6,638 for the six months ended June 30, 2017 and 2016, respectively. See “Non-GAAP Financial Measures.”
(4)
For the purpose of calculating the average yield, the average balance of securities is presented at historical cost.
(5)
The unamortized discount and debt issuance costs reflected in the carrying amount of the subordinated notes totaled approximately $1.9 million for the six months ended June 30, 2017.
(6)
Represents issuance of junior subordinated debentures. In connection with the adoption of ASU 2015-03 that requires unamortized debt issuance costs be presented as a direct deduction from the related debt liability, our average long-term debt for the six months ended June 30, 2017 and 2016 reflect unamortized debt issuance costs of $74,000 and $79,000, respectively.
(7)
See “Non-GAAP Financial Measures.”

Note: As of June 30, 2017 and 2016, loans totaling $3,034 and $11,767, respectively, were on nonaccrual status. Our policy is to reverse previously accrued but unpaid interest on nonaccrual loans; thereafter, interest income is recorded to the extent received when appropriate.