Document


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): January 24, 2017
 
_________________________________________

 
VERITEX HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
 
_________________________________________

 
Texas
 
001-36682
 
27-0973566
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
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 Conditions
 
On January 24, 2017 Veritex Holdings, Inc. the holding company for Veritex Community Bank, a Texas state chartered bank, issued a press release describing its results of operations for the fourth quarter and year ended December 31, 2016. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.
 
As provided in General Instructions B2 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 is furnished as an exhibit to this Current Report on Form 8-K:
 
Exhibit Number
 
Description of Exhibit
99.1
 
Press Release dated January 24, 2017.
 
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.
 
Veritex Holdings, Inc.
 
 
 
 
 
By:
 
/s/ C. Malcolm Holland, III
 
 
C. Malcolm Holland, III
 
 
Chairman and Chief Executive Officer
Date:
 
January 24, 2017
 
EXHIBIT INDEX
 
Exhibit Number
 
Description of Exhibit
99.1
 
Press Release dated January 24, 2017
 



2
Exhibit


 
Veritex Holdings, Inc. Reports Fourth Quarter and Year-End 2016 Results
 
Dallas, TX — January 24, 2017Veritex Holdings, Inc. (NASDAQ: VBTX), the holding company for Veritex Community Bank, announced the results today for the quarter and year ended December 31, 2016. The Company reported net income for the year ended December 31, 2016 of $12.6 million and $1.13 diluted earnings per common share, compared to net income of $8.8 million and $0.84 diluted earnings per common share for the year ended December 31, 2015, an increase of $3.8 million or 42.8% over the prior year. The Company also reported net income of $3.2 million and $0.27 diluted earnings per common share for the quarter ended December 31, 2016 compared to the net income of $3.4 million and $0.31 diluted earnings per common share for the quarter ended September 30, 2016, a decrease of $184 thousand or 5.5%, over the prior quarter.

C. Malcolm Holland, the Company’s Chairman and Chief Executive Officer said, “I am pleased to announce the results of another great year for Veritex. This year has been extremely productive: we continued to increase earnings per share, significantly grew loans and deposits, and were recognized once again as one of the best places to work. 2016 was another example of our success in focusing on our organic growth strategy and our ability to grow through strategic and disciplined acquisitions. Our efforts resulted in our announcement in December of our merger with Sovereign Bancshares expected to close during the second quarter of 2017. The combined company will have assets over $2.4 billion and will be one of the ten largest banks headquartered in Dallas-Fort Worth. We are very excited about the year ahead as it promises to be transformative for Veritex Community Bank.”

Full Year 2016 Highlights
 
Entered into a definitive agreement on December 14, 2016 to merge with Dallas-based Sovereign Bancshares, Inc. and wholly-owned subsidiary Sovereign Bank which is expected to close the second quarter of 2017. As of September 30, 2016, Sovereign Bancshares reported, on a consolidated basis, total assets of $1.1 billion and total deposits of $858.6 million.
Successfully completed a public offering of 4,444,750 shares of our common stock at a price to the public of $22.50 per share.
Full year 2016 diluted earnings per common share increased to $1.13, or 34.5%, compared to $0.84 for the full year 2015 .
Net income was $12.6 million for 2016, an increase of $3.8 million, or 42.8%, compared to $8.8 million for the full year 2015.
Average loan balances increased $227.0 million, or 32.6%, compared to the full year 2015.
Average noninterest deposits increased $35.0 million, or 13.1%, compared to the full year 2015.
Credit quality remained excellent with nonperforming assets to total assets at 0.17% and net charge-offs for the full year 2016 at $298 thousand.

2016 Fourth Quarter Highlights
 
Pre-tax, pre-provision income was $5.3 million, an increase of $812 thousand, or 18.1%, compared to $4.5 million for the same period in 2015. The quarter included pre-tax noninterest expense of $277.8 thousand related to the definitive agreement of merger with Sovereign Bancshares, Inc.
Diluted EPS of $0.27 increased $0.04, or 17.4%, compared to the same period in 2015.
Net interest income increased $1.5 million, or 16.7%, compared to the same period in 2015.
Noninterest income increased $617 thousand, or 51.1%, compared to the same period in 2015.
Noninterest expense increased $1.3 million, or 22.9% compared to the same period in 2015. Excluding merger expenses, noninterest expense increased $1.1 million or 19.0% compared to the same period in 2015.
Total loans increased $171.3 million, or 20.9%, to $991.9 million compared to the same period in 2015.
Total deposits increased $251.2 million, or 28.9%, to $1.1 billion compared to the same period in 2015.
In November 2016, Veritex Bank was named in the list of The Dallas Morning News’ Top 100 Places to Work 2016.


1



Result of Operations for the Three Months Ended December 31, 2016
 
Net Interest Income
 
For the three months ended December 31, 2016, net interest income before provision for loan losses was $10.5 million and net interest margin was 3.44% compared to $10.5 million and 3.70%, respectively, for the three months ended September 30, 2016. While net interest income was flat for the three months ended December 31, 2016 compared to the three months ended September 30, 2016, the net interest margin decreased 26 basis points from the three months ended September 30, 2016. The decrease in net interest margin was partially due to a decrease in the average yield in interest-earning assets to 4.02% for the three months ended December 31, 2016 from 4.24% for the three months ended September 30, 2016. This was a result of $148.0 million in interest-earning deposits in financial institutions with an average yield of 0.54% representing 12.2% of average earning assets for the three months ending December 31, 2016 compared to $94.6 million with an average yield of 0.54% representing 8.4% of average earning assets for the three months ending September 30, 2016. This increase in interest-earning deposits in financial institutions was primarily driven by the proceeds of the public offering of $95.0 million which settled on December 20, 2016 and from seasonal increases in deposit accounts. In addition, average yield on loans decreased 5 basis points to 4.78% for the quarter ended December 31, 2016 from 4.83% for the three months ended September 30, 2016. Competitive pricing pressure resulted in overall market yields for loan originations and renewals to be below the average yield of amortizing or paid-off loans. The average rate paid on interest-bearing liabilities increased 5 basis points to 0.84% for the three months ended December 31, 2016 from 0.79% for the three months ended September 30, 2016. The increase in the rate is primarily due to an increase in premium rate money market accounts with an average rate of 0.82%.
 
Compared to the three months ended December 31, 2015, net interest income before provision for loan losses increased by $1.5 million from $9.0 million to $10.5 million for the three months ended December 31, 2016. The increase in net interest income before provision for loan losses was primarily due to increased interest and fees as average loan balances increased $180.2 million compared to average loans for the three months ended December 31, 2015. Net interest margin decreased 34 basis points from 3.78% the three months ended December 31, 2015 to 3.44% for the same period in 2016. The decrease in net interest margin was partially due to a decrease in the average yield in interest-earning assets to 4.02% for the three months ended December 31, 2016 from 4.20% for the three months ended December 31, 2016. This was a result of increases in interest-earning deposits in financial institutions and a resulting change in mix as described above for the three months ending December 31, 2016 compared to interest-earning deposits in financial institutions of $86.1 million with an average yield of 0.34% representing 9.1% of average earning assets for the three months ending December 31, 2015. This increase in interest-earning deposits in financial institutions was primarily driven by the proceeds of the public offering of $95.0 million which settled on December 20, 2016 and increases in institutional money market deposit accounts. In addition, average yield on loans decreased 5 basis points to 4.78% for the quarter ended December 31, 2016 from 4.83% for the three months ended December 31, 2015. Competitive pricing pressure resulted in overall market yields for loan originations and renewals to be below the average yield of amortizing or paid-off loans. The rate paid on interest-bearing liabilities increased from 0.69% for the three months ended December 31, 2015 to 0.84% for the three months ended December 31, 2016. The 15 basis point increase was related to an increase in premium money market accounts with an average rate of 0.82% .
 
Noninterest Income
 
Noninterest income for the three months ended December 31, 2016 was $1.8 million, a decrease of $69 thousand, or 3.6%, compared to the three months ended September 30, 2016. The decrease was primarily a result of a $132 thousand decrease in gain on sales of mortgage loans from $478 thousand to $346 thousand. This decrease was partially offset by a $66 thousand increase of gains on sale of Small Business Administrations ("SBA") loans from $558 thousand to $624 thousand.
 
Compared to the three months ended December 31, 2015, noninterest income grew $617 thousand, or 51.1%, primarily as a result of gains on sale of SBA and mortgage loans of $540 thousand and an increase in ATM and debit card fees of $80 thousand.

Noninterest Expense
 
Noninterest expense was $7.0 million for the three months ended December 31, 2016, an increase of $17 thousand, or 0.2%, compared to the three months ended September 30, 2016. The increase was primarily due to decreases in salaries and employee benefits offset by increases in professional fees.

Salaries and employee benefits expense was $3.6 million for the three months ended December 31, 2016, compared to $3.9 million for the three months ended September 30, 2016, a decrease of $308 thousand or 7.9%. This decrease was primarily attributable to reduced employee expense resulting from increases in deferred origination costs of $326 thousand. In addition,

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noninterest expense included $278 thousand and $195 thousand of acquisition expenses for the three months ended December 31, 2016 and September 30, 2016, respectively, related to the announcement of the Sovereign merger which is expected to close the second quarter of 2017. Excluding acquisition related expenses, professional fees increased $75 thousand for the three months ended December 31, 2016. This was primarily an increase of audit and accounting expenses of $119 thousand offset by a decrease of SEC printing costs of $48 thousand.

Compared to the three months ended December 31, 2015, noninterest expense increased $1.3 million or 22.9%. The increase was primarily due to increases in salaries and employee benefits and professional fees.

Salaries and employee benefits expense was $3.6 million for the three months ended December 31, 2016, compared to $3.0 million for the three months ended December 31, 2015, an increase of $593 thousand or 19.6%. The increase was attributable to employee compensation increases of $409 thousand resulting from the addition of a Chief Credit Officer and several other senior level positions as well as annual merit increases. Mortgage commissions increased $134 thousand as the result of increased mortgage loan fundings for the same period. Professional fees expense was $943 thousand for the three months ended December 31, 2016, compared to $487 thousand for the three months ended December 31, 2015, an increase of $456 thousand or 93.6%. In addition, noninterest expense included $278 thousand of acquisition expenses for the three months ended December 31, 2016 related to the announcement of the Sovereign merger. Excluding acquisition related expenses, professional fees increased $178 thousand for the three months ended December 31, 2016. This was primarily an increase of professional services of $58 thousand, SEC printing costs of $11 thousand, and audit and accounting expenses of $102 thousand.

Income Taxes
 
Income tax expense for the three months ended December 31, 2016 totaled $1.7 million, a decrease of $101 thousand or 5.7% compared to the three months ended September 30, 2016. The Company’s effective tax rate was approximately 34.3% for the three months ended December 31, 2016 and 34.4% the three months ended September 30, 2016.
 
Compared to the three months ended December 31, 2015, income tax expense increased $364 thousand, or 27.9%, for the three months ended December 31, 2016. The increase was primarily due to the $982 thousand increase in net operating income from $3.9 million for the three months ended December 31, 2015 to $4.9 million for the three months ended December 31, 2016. The Company’s effective tax rate was approximately 34.3% for the three months ended December 31, 2016 compared to 33.6% for the three months ended December 31, 2015. The increase in effective tax rates from the three months ended December 31, 2015 was affected primarily by increases in our federal statutory rate from 34% to 35%.    

Financial Condition
 
Loans (excluding loans held for sale and deferred loan fees) at December 31, 2016 were $991.9 million, an increase of $65.2 million, or 7.0%, compared to $926.7 million at September 30, 2016. The increase from September 30, 2016 was primarily the result of the continued execution and success of our organic growth strategy.
 
Loans (excluding loans held for sale and deferred loan fees) increased $171.3 million, or 20.9%, compared to $820.6 million at December 31, 2015. The increase from December 31, 2015 was primarily the result of the continued execution and success of our organic growth strategy.
 
Deposits at December 31, 2016 were $1.1 billion, an increase of $42.4 million, or 3.9%, compared to $1.1 billion at September 30, 2016 due to growth in non-maturity deposit accounts which was partially offset by a reduction in wholesale deposits.
 
Deposits increased $251.2 million, or 28.9%, compared to $868.4 million at December 31, 2015. The increase from December 31, 2015 was primarily due to an increase in non-interest bearing deposits and money market accounts from our correspondent banking department as well as our organic growth strategy and was partially offset by a reduction in wholesale deposits.
 
Advances from the Federal Home Loan Bank were $38.3 million at December 31, 2016 and September 30, 2016, and $28.4 million at December 31, 2015.

Asset Quality
 
Nonperforming assets totaled $2.4 million, or 0.17%, of total assets at December 31, 2016 compared to $2.1 million, or 0.17%, at September 30, 2016.  Nonperforming assets were $1.2 million, or 0.11%, of total assets at December 31, 2015. The allowance for loan losses was 0.86% of total loans at December 31, 2016 compared to 0.87% of total loans at September 30, 2016

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and 0.83% of total loans at December 31, 2015. The decrease in allowance for loan losses as a percentage of total loans compared to September 30, 2016 was minimal as credit quality remained strong.  The increase in allowance for loan losses as a percentage of total loans compared to December 31, 2015 was primarily due to pay downs of IBT acquired loans originally recorded at an estimated fair value.
 
Other real estate owned totaled $662 thousand at December 31, 2016 and September 30, 2016 compared to $493 thousand at December 31, 2015. Nonaccrual loans were $941 thousand at December 31, 2016 compared to $1.1 million at September 30, 2016 and $591 thousand at December 31, 2015.
 
The provision for loan losses for the three months ended December 31, 2016 totaled $440 thousand compared to $238 thousand for three months ended September 30, 2016 and $610 thousand for the three months ended December 31, 2015.  The increase of $202 thousand in provision of loan losses compared to the three months ended September 30, 2016 was primarily related to general provision requirements related to loan growth as credit quality remained strong. The decrease of $170 thousand in provision of loan losses compared to the three months ended December 31, 2015 was primarily related to general provision requirements related to moderate improvement in certain qualitative factors as credit quality remained strong.

Non-GAAP Financial Measures
 
The Company’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, the Company reviews and reports tangible book value per common share, the tangible common equity to tangible assets ratio and pre-tax, pre-provision income. The Company has included in this release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to “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 eleven 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

Special Cautionary Notice Regarding Forward‑Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the current views of the Company’s management with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. The Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Factors that could cause actual results to differ materially from the Company’s expectations include costs associated with its acquisition of Sovereign Bancshares, Inc.; successfully implementing its growth strategy, including identifying acquisition targets, consummating suitable acquisitions and integrating acquired businesses; continuing to sustain internal growth rate; providing competitive products and services that appeal to its customers and target market; continuing access to debt and equity capital markets; and achieving its performance goals. The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Special Cautionary Notice Regarding Forward‑Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2016 and any updates to those risk factors set forth in the Company’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Copies of such filings are available for download free of charge from www.veritexbank.com under the Investor Relations tab.

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Important Additional Information
The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger of the Company and Sovereign Bancshares, Inc., the Company will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”). The registration statement will include a joint proxy statement of the Company and Sovereign Bancshares, Inc., which also will constitute a prospectus of the Company, which the Company and Sovereign Bancshares, Inc. will send to their respective shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF SOVEREIGN BANCSHARES, INC. AND THE COMPANY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents will contain important information relating to the proposed transaction. When filed, this document and other documents relating to the merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov.
The Company and Sovereign Bancshares and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from their stockholders in connection with the proposed transaction. Information about the Company’s participants may be found in the definitive proxy statement of the Company relating to its 2016 Annual Meeting of Stockholders filed with the SEC on April 7, 2016. The definitive proxy statement can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants will be included in the joint proxy statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.


5



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Consolidated Financial Highlights - (Unaudited)
(In thousands, except share and per share data)

 
 
At and For the Three Months Ended
 
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
Selected Financial Data:
 
 
 
 

 
 

 
 

 
 

Net income
 
$
3,191

 
$
3,375

 
$
3,173

 
$
2,813

 
$
2,573

Net income available to common stockholders
 
3,191

 
3,375

 
3,173

 
2,813

 
2,535

Total assets
 
1,408,350

 
1,269,238

 
1,215,497

 
1,130,480

 
1,039,600

Total loans(1)
 
991,897

 
926,712

 
928,000

 
885,415

 
820,567

Provision for loan losses
 
440

 
238

 
527

 
845

 
610

Allowance for loan losses
 
8,524

 
8,102

 
7,910

 
7,372

 
6,772

Noninterest-bearing deposits
 
327,614

 
304,972

 
354,570

 
296,481

 
301,367

Total deposits
 
1,119,630

 
1,077,217

 
1,027,729

 
946,058

 
868,410

Total stockholders’ equity
 
238,888

 
142,423

 
138,850

 
135,241

 
132,046

Summary Performance Ratios:
 
 
 
 
 
 

 
 

 
 

Return on average assets(2)
 
0.97
%
 
1.10
%
 
1.12
%
 
1.04
%
 
0.99
%
Return on average equity(2)
 
8.11

 
9.50

 
9.26

 
8.39

 
7.37

Net interest margin(3)
 
3.44

 
3.70

 
3.90

 
3.87

 
3.78

Efficiency ratio(4)
 
57.08

 
56.64

 
54.13

 
54.01

 
56.11

Noninterest expense to average assets(2)
 
2.14

 
2.29

 
2.23

 
2.20

 
2.22

Summary Credit Quality Data:
 
 
 
 
 
 

 
 

 
 

Nonaccrual loans
 
$
941

 
$
1,087

 
$
1,028

 
$
525

 
$
591

Accruing loans 90 or more days past due
 
835

 
357

 
5,634

 
141

 
84

Other real estate owned
 
662

 
662

 
493

 
493

 
493

Nonperforming assets to total assets
 
0.17
%
 
0.17
%
 
0.59
%
 
0.11
%
 
0.11
%
Nonperforming loans to total loans
 
0.18
%
 
0.16
%
 
0.72
%
 
0.08
%
 
0.08
%
Allowance for loan losses to total loans
 
0.86
%
 
0.87
%
 
0.85
%
 
0.83
%
 
0.83
%
Net (recoveries) charge-offs to average loans outstanding
 
0.03
%
 
0.03
%
 
0.03
%
 
0.03
%
 
0.01
%
Capital Ratios:
 
 
 
 
 
 

 
 

 
 

Total stockholders’ equity to total assets
 
16.96
%
 
11.22
%
 
11.42
%
 
11.96
%
 
12.70
%
Tangible common equity to tangible assets(5)
 
15.21
%
 
9.14
%
 
9.25
%
 
9.63
%
 
10.17
%
Tier 1 capital to average assets
 
16.82
%
 
9.82
%
 
10.21
%
 
10.38
%
 
10.75
%
Tier 1 capital to risk-weighted assets
 
20.72
%
 
12.04
%
 
11.88
%
 
12.03
%
 
12.85
%
Common equity tier 1 (to risk weighted assets)
 
20.42
%
 
11.72
%
 
11.56
%
 
11.69
%
 
12.48
%
Total capital to risk-weighted assets
 
22.02
%
 
13.38
%
 
13.23
%
 
13.38
%
 
14.25
%

_________________
(1)   Total loans does not include loans held for sale and deferred fees. Loans held for sale were $5.2 million at December 31, 2016, $4.9 million at September 30, 2016, $4.8 million at June 30, 2016, $3.6 million at March 31, 2016, $2.8 million at December 31, 2015. Deferred fees were $55 thousand at December 31, 2016, $51 thousand at September 30, 2016, $52 thousand at June 30, 2016, $65 thousand at March 31, 2016, $61 thousand at December 31, 2015.
 
(2)  We calculate our average assets and average equity for a period by dividing the sum of our total assets or total stockholders’ equity, as the case may be, at the close of business on each day in the relevant period, by the number of days in the period. We have calculated our return on average assets and return on average equity for a period by dividing net income for that period by our average assets and average equity, as the case may be, for that period.
 
(3)  Net interest margin represents net interest income, annualized on a fully tax equivalent basis, divided by average interest-earning assets.
 
(4)  Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
 
(5)  We calculate tangible common equity as total stockholders’ equity less preferred stock, goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization, and we calculate tangible assets as total assets less goodwill and core deposit intangibles and other intangible assets, net of accumulated amortization. Tangible common equity to tangible assets is a non-GAAP financial measure, and, as we calculate tangible common equity to tangible assets, the most directly comparable GAAP financial measure is total stockholders’ equity to total assets. See our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures in the table captioned “Reconciliation GAAP —NON-GAAP (Unaudited)”.

6




VERITEX HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets - (Unaudited)
(In thousands, except share and per share data)

 
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
ASSETS
 
 
 
 

 
 

 
 

 
 

Cash and due from banks
 
$
15,631

 
$
15,837

 
$
12,951

 
$
12,416

 
$
10,989

Interest bearing deposits in other banks
 
219,160

 
162,750

 
114,293

 
79,967

 
60,562

Total cash and cash equivalents
 
234,791

 
178,587

 
127,244

 
92,383

 
71,551

Investment securities
 
102,559

 
86,772

 
83,677

 
79,146

 
75,813

Loans held for sale
 
5,208

 
4,856

 
4,793

 
3,597

 
2,831

Loans, net
 
983,318

 
918,559

 
920,039

 
877,978

 
813,733

Accrued interest receivable
 
2,907

 
2,414

 
2,259

 
2,252

 
2,216

Bank-owned life insurance
 
20,077

 
19,922

 
19,767

 
19,614

 
19,459

Bank premises, furniture and equipment, net
 
17,413

 
17,501

 
17,243

 
17,248

 
17,449

Non-marketable equity securities
 
7,366

 
7,358

 
7,035

 
5,541

 
4,167

Investment in unconsolidated subsidiary
 
93

 
93

 
93

 
93

 
93

Other real estate owned
 
662

 
662

 
493

 
493

 
493

Intangible assets, net
 
2,181

 
2,257

 
2,264

 
2,347

 
2,410

Goodwill
 
26,865

 
26,865

 
26,865

 
26,865

 
26,865

Other assets
 
4,910

 
3,392

 
3,725

 
2,923

 
2,520

Total assets
 
$
1,408,350

 
$
1,269,238

 
$
1,215,497

 
$
1,130,480

 
$
1,039,600

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 

 
 

 
 

 
 
Deposits:
 
 
 
 

 
 

 
 

 
 
Noninterest-bearing
 
$
327,614

 
$
304,972

 
$
354,570

 
$
296,481

 
$
301,367

Interest-bearing
 
792,016

 
772,245

 
673,159

 
649,577

 
567,043

Total deposits
 
1,119,630

 
1,077,217

 
1,027,729

 
946,058

 
868,410

Accounts payable and accrued expenses
 
2,914

 
2,082

 
1,611

 
2,122

 
1,776

Accrued interest payable and other liabilities
 
534

 
1,098

 
855

 
573

 
848

Advances from Federal Home Loan Bank
 
38,306

 
38,341

 
38,375

 
38,410

 
28,444

Junior subordinated debentures
 
3,093

 
3,093

 
3,093

 
3,093

 
3,093

Subordinated notes
 
4,985

 
4,984

 
4,984

 
4,983

 
4,983

Total liabilities
 
1,169,462

 
1,126,815

 
1,076,647

 
995,239

 
907,554

Commitments and contingencies
 
 
 
 
 
 

 
 

 
 
Stockholders’ equity:
 
 
 
 
 
 

 
 

 
 
Preferred stock
 

 

 

 

 

Common stock
 
152

 
107

 
107

 
107

 
107

Additional paid-in capital
 
210,973

 
116,315

 
116,111

 
115,876

 
115,721

Retained earnings
 
29,290

 
26,101

 
22,725

 
19,552

 
16,739

Unallocated Employee Stock Ownership Plan shares
 
(209
)
 
(309
)
 
(309
)
 
(309
)
 
(309
)
Accumulated other comprehensive income (loss)
 
(1,248
)
 
279

 
286

 
85

 
(142
)
Treasury stock, 10,000 shares at cost
 
(70
)
 
(70
)
 
(70
)
 
(70
)
 
(70
)
Total stockholders’ equity
 
238,888

 
142,423

 
138,850

 
135,241

 
132,046

Total liabilities and stockholders’ equity
 
$
1,408,350

 
$
1,269,238

 
$
1,215,497

 
$
1,130,480

 
$
1,039,600




7


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income - (Unaudited)
(In thousands, except share and per share data)

 
 
For the Year Ended
 
 
December 31, 2016
 
December 31, 2015
Interest income:
 
 

 
 

Interest and fees on loans
 
$
44,681

 
$
33,680

Interest on investment securities
 
1,409

 
997

Interest on deposits in other banks
 
503

 
241

Interest on other
 
2

 
2

Total interest income
 
46,595

 
34,920

Interest expense:
 
 
 
 
Interest on deposit accounts
 
4,988

 
2,918

Interest on borrowings
 
652

 
543

Total interest expense
 
5,640

 
3,461

Net interest income
 
40,955

 
31,459

Provision for loan losses
 
2,050

 
868

Net interest income after provision for loan losses
 
38,905

 
30,591

Noninterest income:
 
 
 
 
Service charges and fees on deposit accounts
 
1,846

 
1,326

Gain on sales of investment securities
 
15

 
7

Gain on sales of loans
 
3,288

 
1,254

Loss on sales of other assets owned
 

 
19

Bank-owned life insurance
 
771

 
747

Other
 
583

 
351

Total noninterest income
 
6,503

 
3,704

Noninterest expense:
 
 
 
 
Salaries and employee benefits
 
14,295

 
11,265

Occupancy and equipment
 
3,667

 
3,477

Professional fees
 
2,804

 
2,023

Data processing and software expense
 
1,158

 
1,216

FDIC assessment fees
 
661

 
448

Marketing
 
983

 
799

Other assets owned expenses and write-downs
 
163

 
53

Amortization of intangibles
 
380

 
338

Telephone and communications
 
402

 
263

Other
 
1,839

 
1,506

Total noninterest expense
 
26,352

 
21,388

Net income from operations
 
19,056

 
12,907

Income tax expense
 
6,505

 
4,117

Net income
 
$
12,551

 
$
8,790

Preferred stock dividends
 
$

 
$
98

Net income available to common stockholders
 
$
12,551

 
$
8,692

Basic earnings per share
 
$
1.16

 
$
0.86

Diluted earnings per share
 
$
1.13

 
$
0.84

Weighted average basic shares outstanding
 
10,849,331

 
10,061,015

Weighted average diluted shares outstanding
 
11,153,393

 
10,332,158




8



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income - (Unaudited)
(In thousands, except share and per share data)

 
 
For the Three Months Ended
 
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
Interest income:
 
 
 
 

 
 

 
 

 
 

Interest and fees on loans
 
$
11,684

 
$
11,589

 
$
11,052

 
$
10,355

 
$
9,648

Interest on investment securities
 
396

 
335

 
344

 
335

 
285

Interest on deposits in other banks
 
200

 
129

 
80

 
92

 
73

Interest on other
 
1

 
1

 
1

 
1

 
1

Total interest income
 
12,281

 
12,054

 
11,477

 
10,783

 
10,007

Interest expense:
 
 
 
 
 
 

 
 

 
 

Interest on deposit accounts
 
1,600

 
1,381

 
1,072

 
935

 
843

Interest on borrowings
 
161

 
156

 
177

 
158

 
151

Total interest expense
 
1,761

 
1,537

 
1,249

 
1,093

 
994

Net interest income
 
10,520

 
10,517

 
10,228

 
9,690

 
9,013

Provision for loan losses
 
440

 
238

 
527

 
845

 
610

Net interest income after provision for loan losses
 
10,080

 
10,279

 
9,701

 
8,845

 
8,403

Noninterest income:
 
 
 
 
 
 

 
 

 
 

Service charges and fees on deposit accounts
 
537

 
433

 
443

 
434

 
419

Gain on sales of investment securities
 

 

 

 
15

 

Gain on sales of loans
 
970

 
1,036

 
620

 
662

 
430

Bank-owned life insurance
 
194

 
193

 
191

 
193

 
195

Other
 
123

 
231

 
158

 
69

 
163

Total noninterest income
 
1,824

 
1,893

 
1,412

 
1,373

 
1,207

Noninterest expense:
 
 
 
 
 
 

 
 

 
 

Salaries and employee benefits
 
3,612

 
3,920

 
3,589

 
3,174

 
3,019

Occupancy and equipment
 
949

 
923

 
894

 
901

 
917

Professional fees
 
943

 
785

 
503

 
573

 
487

Data processing and software expense
 
308

 
296

 
270

 
284

 
313

FDIC assessment fees
 
213

 
179

 
132

 
137

 
131

Marketing
 
279

 
293

 
211

 
200

 
205

Other assets owned expenses and write-downs
 
24

 
9

 
55

 
75

 
24

Amortization of intangibles
 
95

 
95

 
95

 
95

 
95

Telephone and communications
 
107

 
98

 
100

 
97

 
81

Other
 
516

 
431

 
452

 
439

 
462

Total noninterest expense
 
7,046

 
7,029

 
6,301

 
5,975

 
5,734

Net income from operations
 
4,858

 
5,143

 
4,812

 
4,243

 
3,876

Income tax expense
 
1,667

 
1,768

 
1,639

 
1,430

 
1,303

Net income
 
$
3,191

 
$
3,375

 
$
3,173

 
$
2,813

 
$
2,573

Preferred stock dividends
 
$

 
$

 
$

 
$

 
$
38

Net income available to common stockholders
 
$
3,191

 
$
3,375

 
$
3,173

 
$
2,813

 
$
2,535

Basic earnings per share
 
$
0.28

 
$
0.32

 
$
0.30

 
$
0.26

 
$
0.24

Diluted earnings per share
 
$
0.27

 
$
0.31

 
$
0.29

 
$
0.26

 
$
0.23

Weighted average basic shares outstanding
 
11,298,689

 
10,705,115

 
10,696,366

 
10,693,800

 
10,675,948

Weighted average diluted shares outstanding
 
11,652,651

 
11,024,695

 
10,993,921

 
10,963,986

 
10,954,920


9



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation GAAP — NON GAAP - (Unaudited)
(In thousands, except share and per share data)
 
The following table reconciles, at the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets:

 
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
Tangible Common Equity
 
 
 
 

 
 

 
 

 
 

Total stockholders’ equity
 
$
238,888

 
$
142,423

 
$
138,850

 
$
135,241

 
$
132,046

Adjustments:
 
 
 
 

 
 

 
 

 
 

Preferred stock
 

 

 

 

 

Goodwill
 
(26,865
)
 
(26,865
)
 
(26,865
)
 
(26,865
)
 
(26,865
)
Intangible assets
 
(2,181
)
 
(2,257
)
 
(2,264
)
 
(2,347
)
 
(2,410
)
Total tangible common equity
 
$
209,842

 
$
113,301

 
$
109,721

 
$
106,029

 
$
102,771

Tangible Assets
 
 
 
 

 
 

 
 

 
 

Total assets
 
$
1,408,350

 
$
1,269,238

 
$
1,215,497

 
$
1,130,480

 
$
1,039,600

Adjustments:
 
 
 
 

 
 

 
 

 
 

Goodwill
 
(26,865
)
 
(26,865
)
 
(26,865
)
 
(26,865
)
 
(26,865
)
Intangible assets
 
(2,181
)
 
(2,257
)
 
(2,264
)
 
(2,347
)
 
(2,410
)
Total tangible assets
 
$
1,379,304

 
$
1,240,116

 
$
1,186,368

 
$
1,101,268

 
$
1,010,325

Tangible Common Equity to Tangible Assets
 
15.21
%
 
9.14
%
 
9.25
%
 
9.63
%
 
10.17
%
Common shares outstanding
 
15,195

 
10,736

 
10,728

 
10,724

 
10,712

 
 
 
 
 
 
 
 
 
 
 
Book value per common share(1)
 
$
15.72

 
$
13.27

 
$
12.94

 
$
12.61

 
$
12.33

Tangible book value per common share(2)
 
$
13.81

 
$
10.55

 
$
10.23

 
$
9.89

 
$
9.59


_____________
(1)
We calculate book value per common share as stockholders’ equity less preferred stock at the end of the relevant period divided by the outstanding number of shares of our common stock at the end of the relevant period.
 
(2)
We calculate tangible book value per common share as total stockholders’ equity less preferred stock, goodwill, and intangible assets, net of accumulated amortization at the end of the relevant period, divided by the outstanding number of shares of our common stock at the end of the relevant period. Tangible book value per common share is a non-GAAP financial measure, and, as we calculate tangible book value per common share, the most directly comparable GAAP financial measure is total stockholders’ equity per common share.
 

 


10



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation GAAP — NON GAAP - (Unaudited)
(In thousands)
 
The following table reconciles net income from operations to pre-tax, pre-provision income:

 
 
For the Three Months Ended
 
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
December 31,
2015
Pre-Tax, Pre-Provision Income
 
 
 
 

 
 

 
 

 
 

Provision for loan losses
 
440

 
238

 
527

 
845

 
610

Net income from operations
 
4,858

 
5,143

 
4,812

 
4,243

 
3,876

Total pre-tax, pre-provision income(1)
 
$
5,298

 
$
5,381

 
$
5,339

 
$
5,088

 
$
4,486

_____________
(1)
We calculate pre-tax, pre-provision income by adding the total provision for loan losses to net income from operations for the relevant period.

The following table reconciles net income from operations to pre-tax, pre-provision income:

 
 
For the Year Ended
 
 
December 31,
2016
 
December 31, 2015
Pre-Tax, Pre-Provision Income
 
 
 
 

Provision for loan losses
 
2,050

 
868

Net income from operations
 
19,056

 
12,907

Total pre-tax, pre-provision income(1)
 
$
21,106

 
$
13,775

_____________
(1)
We calculate pre-tax, pre-provision income by adding the total provision for loan losses to net income from operations for the relevant period.




11



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Net Interest Margin - (Unaudited)
(In thousands)

 
 
For the Three Months Ended
 
 
December 31, 2016
 
September 30, 2016
 
December 31, 2015
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Interest
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Interest
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Interest
Paid
 
Average
Yield/
Rate
Assets
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Total loans(1)
 
$
971,977

 
$
11,684

 
4.78
%
 
$
954,053

 
$
11,589

 
4.83
%
 
$
791,799

 
$
9,648

 
4.83
%
Securities available for sale
 
96,814

 
396

 
1.63

 
83,233

 
335

 
1.60

 
67,062

 
285

 
1.69

Investment in subsidiary
 
93

 
1

 
4.28

 
93

 
1

 
4.28

 
93

 
1

 
4.27

Interest-earning deposits in financial institutions
 
147,974

 
200

 
0.54

 
94,596

 
129

 
0.54

 
86,079

 
73

 
0.34

Total interest-earning assets
 
1,216,858

 
12,281

 
4.02

 
1,131,975

 
12,054

 
4.24

 
945,033

 
10,007

 
4.20

Allowance for loan losses
 
(8,353
)
 
 
 
 

 
(8,115
)
 
 

 
 

 
(6,436
)
 
 
 
 

Noninterest-earning assets
 
98,379

 
 
 
 

 
95,901

 
 

 
 

 
88,382

 
 
 
 

Total assets
 
$
1,306,884

 
 
 
 

 
$
1,219,761

 
 

 
 

 
$
1,026,979

 
 
 
 

Liabilities and Stockholders’ Equity
 
 
 
 
 
 

 
 

 
 

 
 

 
 
 
 
 
 

Interest-bearing liabilities:
 
 
 
 
 
 

 
 

 
 

 
 

 
 
 
 
 
 

Interest-bearing deposits
 
$
784,778

 
1,600

 
0.81
%
 
$
726,958

 
$
1,381

 
0.76
%
 
$
540,311

 
843

 
0.62
%
Advances from FHLB
 
38,328

 
58

 
0.60

 
38,363

 
59

 
0.61

 
20,748

 
55

 
1.05

Other borrowings
 
8,078

 
103

 
5.07

 
8,078

 
97

 
4.78

 
11,272

 
96

 
3.38

Total interest-bearing liabilities
 
831,184

 
1,761

 
0.84

 
773,399

 
1,537

 
0.79

 
572,331

 
994

 
0.69

Noninterest-bearing liabilities:
 
 
 
 
 
 

 
 

 
 

 
 

 
 
 
 
 
 

Noninterest-bearing deposits
 
315,988

 
 
 
 

 
301,740

 
 

 
 

 
312,783

 
 
 
 

Other liabilities
 
3,153

 
 
 
 

 
3,284

 
 

 
 

 
3,419

 
 
 
 

Total noninterest-bearing liabilities
 
319,141

 
 
 
 

 
305,024

 
 

 
 

 
316,202

 
 
 
 

Stockholders’ equity
 
156,559

 
 
 
 

 
141,338

 
 

 
 

 
138,446

 
 
 
 

Total liabilities and stockholders’ equity
 
$
1,306,884

 
 
 
 

 
$
1,219,761

 
 

 
 

 
$
1,026,979

 
 
 
 

Net interest rate spread(2)
 
 
 
 
 
3.18
%
 
 

 
 

 
3.45
%
 
 
 
 
 
3.51
%
Net interest income
 
 
 
$
10,520

 
 

 
 

 
$
10,517

 
 

 
 
 
$
9,013

 
 

Net interest margin(3)
 
 
 
 
 
3.44
%
 
 

 
 

 
3.70
%
 
 
 
 
 
3.78
%
_____________
(1)
Includes average outstanding balances of loans held for sale of $5,517, $6,047, and $2,482 for three months ended December 31, 2016, September 30, 2016, and December 31, 2015, respectively.

(2)
Net interest rate 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.


12



VERITEX HOLDINGS, INC. AND SUBSIDIARY
Net Interest Margin - (Unaudited)
(In thousands)

 
 
For the Year Ended December 31,
 
 
2016
 
2015
 
 
Average
Outstanding
Balance
 
Interest
Earned/
Interest
Paid
 
Average
Yield/
Rate
 
Average
Outstanding
Balance
 
Interest
Earned/
Interest
Paid
 
Average
Yield/
Rate
Assets
 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

Total loans(1)
 
$
924,465

 
$
44,681

 
4.83
%
 
$
697,439

 
$
33,680

 
4.83
%
Securities available for sale
 
84,558

 
1,409

 
1.67
%
 
59,088

 
997

 
1.69
%
Investment in subsidiary
 
93

 
2

 
2.15
%
 
93

 
2

 
2.15
%
Interest-earning deposits in financial institutions
 
93,199

 
503

 
0.54
%
 
70,630

 
241

 
0.34
%
Total interest-earning assets
 
1,102,315

 
46,595

 
4.23
%
 
827,250

 
34,920

 
4.22
%
Allowance for loan losses
 
(7,743
)
 
 
 
 
 
(6,419
)
 
 
 
 
Noninterest-earning assets
 
94,199

 
 
 
 
 
78,006

 
 
 
 
Total assets
 
$
1,188,771

 
 
 
 
 
$
898,837

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 
$
688,978

 
4,988

 
0.72
%
 
$
475,034

 
2,918

 
0.61
%
Advances from FHLB
 
43,649

 
260

 
0.60
%
 
18,055

 
25

 
0.14
%
Other borrowings
 
8,077

 
392

 
4.85
%
 
9,212

 
518

 
5.62
%
Total interest-bearing liabilities
 
740,704

 
5,640

 
0.76
%
 
502,301

 
3,461

 
0.69
%
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
 
302,548

 
 
 
 
 
267,550

 
 
 
 
Other liabilities
 
2,937

 
 
 
 
 
2,408

 
 
 
 
Total noninterest-bearing liabilities
 
305,485

 
 
 
 
 
269,958

 
 
 
 
Stockholders’ equity
 
142,582

 
 
 
 
 
126,578

 
 
 
 
Total liabilities and stockholders’ equity
 
$
1,188,771

 
 
 
 
 
$
898,837

 
 
 
 
Net interest rate spread(2)
 
 
 
 
 
3.47
%
 
 
 
 
 
3.53
%
Net interest income
 
 
 
$
40,955

 
 
 
 
 
$
31,459

 
 
Net interest margin(3)
 
 
 
 
 
3.72
%
 
 
 
 
 
3.80
%
_____________
(1)
Includes average outstanding balances of loans held for sale of $5,078 and $3,134 for the twelve months ended December 31, 2016 and 2015, respectively.

(2)
Net interest rate 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.





13