UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  November 4, 2014

VERITEX HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

8214 Westchester Drive, Suite 400

Dallas, Texas 75225

(Address of principal executive offices)

(972) 349-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02              Results of Operations and Financial Condition.

On November 4, 2014, Veritex Holdings, Inc., the holding company for Veritex Community Bank, a Texas state chartered bank, issued a press release announcing its financial results for the third quarter and the nine months ended September 30, 2014.  A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Certain financial measures we use to evaluate our performance and discuss in this release are identified as being “non-GAAP financial measures”.  We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this release should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this release may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this release when comparing such non-GAAP financial measures.

Tangible book value per common share is a non-GAAP financial measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (1) tangible common equity as stockholders’ equity less preferred stock, goodwill and core deposit intangible and other intangible assets, net of accumulated amortization, and (2) tangible book value per common share as tangible common equity divided by shares of common stock outstanding. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share.

We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

Tangible common equity to tangible assets is a non-GAAP financial measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common stockholders’ equity to total assets.

We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01              Financial Statements and Exhibits.

(d)  Exhibits.  The following are filed as exhibits to this Current Report on Form 8-K:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

VERITEX HOLDINGS, INC. REPORTS RECORD THIRD QUARTER

EARNINGS AND STRONG ORGANIC GROWTH

Dallas, TX — November 4, 2014 — Veritex Holdings, Inc. (NASDAQ: VBTX), the holding company for Veritex Community Bank, announced the results today for the quarter ended September 30, 2014.  The Company reported net income of $1.4 million or $0.21 per diluted common share for the quarter ended September 30, 2014 compared to net income of $952,000 or $0.16 per diluted common share, an increase of $407,000 or 42.7% for the same period in 2013.

2014 Third Quarter Highlights

·                  Third quarter 2014 earnings per share (diluted) increased 31.2% to $0.21 compared with the third quarter 2013

·                  Net income was $1.4 million, a $407,000 or 42.7% increase compared with third quarter 2013

·                  Total loans increased $131.8 million or 29.1% to $584.8 million compared with September 30, 2013

·                  Deposits increased $129.4 million or 25.1% to $644.5 million compared with September 30, 2013

·                  Nonperforming assets declined to 0.25% of September 30, 2014 total assets compared to 0.42% June 30, 2014 total assets

“I am very pleased about our record third quarter earnings and continued organic growth of loans and deposits” said C. Malcolm Holland, Chairman and CEO of Veritex Holdings, Inc.  He added, “Our recently completed initial public offering (IPO) of 3.1 million shares in October of 2014 raised approximately $40 million in new capital that will assist us in executing our organic growth and acquisition strategy.”

Results of operations for the three months ended September 30, 2014

For the three months ended September 30, 2014, net income was $1.4 million and net income available to common stockholders was $1.3 million, compared with $952,000 for net income and net income available to common stockholders for the three months ended September 30, 2013.  Net income and net income available to common stockholders was $1.2 million for the three months ended June 30, 2014.   Earnings per diluted common share was $0.21 for the three months ended September 30, 2014, compared with $0.18 and $0.16 for the three months ended June 30, 2014 and September 30, 2013, respectively.

Returns on average assets (“ROA”) and return on average common equity (“ROE”) for the three months ended September 30, 2014 were 0.74% and 7.16%, respectively compared to ROAs of 0.71% and 0.64% and ROEs of 6.49% and 5.81% for the three months ended June 30, 2014 and September 30, 2013, respectively.  The increases were the result of continued growth in net income from operations as a result of gains in efficiencies from our operating platform.  The efficiency ratio defined as noninterest expense divided by the sum of net interest income and noninterest income, was 65.87% for the three months ended September 30, 2014 compared to 65.98% and 69.00% over the three months ended June 30, 2014 and September 30, 2013, respectively.

Revenues (net interest income plus noninterest income) for the three months ended September 30, 2014 were $7.3 million, an increase of 24.9% and 8.5% compared to the same period last year and the three months ended June 30, 2014.  The increase in revenues compared to these periods was primarily due to increased interest income resulting from growth in loans and gains on loans held for sale.  These increases were partially offset by increases in interest on borrowings resulting from the December 23, 2013 private offering of $5 million in aggregate principal amount of subordinated promissory notes and growth in interest expense related to interest-bearing deposits.

Net interest income before provision for loan losses for the three months ended September 30, 2014 was $6.7 million compared $5.3 million for the same period in 2013and $6.1 million for the three months ended June 30, 2014.  The net interest margin for the three months ended September 30, 2014 increased to 3.95%, compared with 3.92% for the same period in 2013 and from 3.92% for the three months ended June 30, 2014. The increase was

primarily due to change in earning asset mix with a greater percentage of earning assets held in loans versus low yielding bank deposits and a reduction in interest bearing deposit expense.  Interest paid on interest bearing deposits declined to 0.63% from 0.72% due to a change in mix between time deposits with interest paid at 0.96% and brokered money market accounts with interest paid at 0.19%.  Partially offsetting this increase in net interest margin is a 16 basis point decrease in the yield of loans due to market yields on new loan originations below the average yield of amortizing or paid-off loans.

Noninterest expense increased $781,000, or 19.3%, to $4.8 million for the three months ended September 30, 2014, compared with $4.0 million for the same period in 2013 and increased $370,000 or 8.3% compared with $4.5 million for the three months ended June 30, 2014. The increase compared to the three months ended September 30, 2013 was primarily due to an increase in employee expense from additional staff positions, a reduction in deferred employee expense related to the volume of loan originations, and increased professional expenses related to IPO activities.   Expense increases compared to the three months ended June 30, 2014 were primarily due to a reduction in deferred employee expense related to the volume of loan originations.

Financial Condition

Loans at September 30, 2014 were $584.8 million, an increase of $131.8 million, or 29.0%, compared with $453.0 million at September 30, 2013 and increased $37.5 million, or 6.9%, from June 30, 2014, primarily due to strong organic growth and successful execution of our relationship banking strategy.

Deposits at September 30, 2014 were $644.5 million, an increase of $129.4 million, or 25.1%, compared to September 30, 2013 and increased $33.4 million or 5.5% from June 30, 2014 due to growth in our noninterest bearing deposits and money market accounts.

Asset Quality

Nonperforming assets totaled $1.9 million or 0.25% of total assets at September 30, 2014, compared with $3.8 million or 0.42% of total assets at September 30, 2013, and $3.0 million or 0.42% of total assets at June 30, 2014.  The allowance for loan losses was 1.01% of total loans at September 30, 2014, compared with 1.00% of total loans at September 30, 2013 and 1.02% of total loans at June 30, 2014.

The provision for loan losses for the three months ended September 30, 2014 and for the same period last year and for the three months ended June 30, 2014 was $420,000, $375,000, and $425,000, respectively, and was primarily a result of growth in the loan portfolio.

Veritex Holdings, Inc. management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, Veritex Holdings, Inc. reviews tangible book value per common share and the tangible common equity to tangible assets ratio. Veritex Holdings, Inc. has included in this release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to the “Consolidated Financial Highlights” at the end of this release for a reconciliation of these non-GAAP financial measures.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex Holdings, Inc. is a bank holding company that conducts banking activities through its wholly-owned subsidiary, Veritex Community Bank, with locations throughout the Dallas metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System.

For more information, visit www.veritexbank.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release may contain certain forward-looking statements within the meaning of the securities laws that are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about the Company and its subsidiaries. Forward-looking statements include information regarding the Company’s future financial performance, business and growth strategy, projected plans and objectives, as well as projections of macroeconomic and industry trends, which are inherently unreliable due to the

multiple factors that impact economic trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to whether the Company can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions; continue to sustain internal growth rate; provide competitive products and services that appeal to its customers and target market; continue to have access to debt and equity capital markets; and achieve our performance goals. These and various other factors are discussed in the Company’s Final Prospectus filed pursuant to Rule 424(b)(4) and other reports and statements the Company has filed with the SEC. Copies of the SEC filings for the Company are available for download free of charge from www.veritexbank.com under the Investor Relations tab.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except par value information)

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share amounts)

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Reconciliation GAAP – NON GAAP (Unaudited)

(Dollars in thousands)

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets:

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Consolidated Financial Highlights (Unaudited)

(Dollars in thousands)

(1) Efficiency ratio is defined as non-interest expenses divided by our operating revenue, which is equal to net interest income plus non-interest income excluding gains and losses on sales of securities.

(2) Represents bank ratios.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Net Interest Margin

(Dollars in thousands)

(1)                                     Includes average outstanding balances of loans held for sale of $3,367, $3,653 and $1,242 for the three months ended September 30, 2014, June 30, 2014 and 2013, respectively.

(2)                                     Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(3)                                     Net interest margin is equal to net interest income divided by average interest-earning assets.

VERITEX HOLDINGS, INC. AND SUBSIDIARY

Net Interest Margin

(Dollars in thousands)