VBTX - Veritex Holdings Inc. Reports Fourth Quarter and Record Year-End 2018 Results Initiates Dividend and Announces Stock Buyback Program

DALLAS, Jan. 28, 2019 (GLOBE NEWSWIRE) -- Veritex Holdings, Inc. (“Veritex” or the “Company”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the fourth quarter and full year of 2018. Net income available to common stockholders was $9.8 million, or $0.40 diluted earnings per share (“EPS”), compared to $8.9 million, or $0.36 diluted EPS, for the quarter ended September 30, 2018 and $3.3 million, or $0.14 diluted EPS, for the quarter ended December 31, 2017.   The fourth quarter and full year of 2018 results do not include the financial results of Green Bancorp, Inc. ("Green"), which was merged with and into the Company on January 1, 2019. Green's results as a separate company for the fourth quarter and full year of 2018 are presented separately in this release.

Fourth Quarter 2018 Financial Highlights:

• Diluted EPS was $0.40 and diluted operating EPS was $0.47 for the fourth quarter of 2018

• Total loans increased $110.8 million, or 18.12% annualized during the fourth quarter of 2018

• NIM expanded to 3.82%¹ for the fourth quarter 2018 compared to 3.73%¹ for the third quarter of 2018 excluding cash collections in excess of expected cash flows on purchased credit impaired ("PCI") loans

• Announced initiation of a regular quarterly cash dividend of $0.125

• Announced stock buyback program to purchase up to $50.0 million during 2019 of our outstanding common stock

¹ Excludes $354 thousand and $2.0 million of cash collections in excess of expected cash flows on PCI loans for the quarters ended December 31, 2018 and September 30, 2018, respectively. Including the cash collections in excess of expected cash flows NIM was 3.87% and 4.00% for the quarters ended December 31, 2018 and September 30, 2018, respectively.
² Annualized ratio.
³ Refer to "Reconciliation of Non-GAAP Financial Measures" after the financial highlights of Veritex and Green, respectively, for a reconciliation of this non-GAAP financial measure to their most directly comparable GAAP measure.
⁴ Loan growth for Green includes $83.8 million of branch assets (loans) held for sale as of December 31, 2018

"2018 has been another transformational year for the Company and with the consummation of the merger with Green on January 1, 2019, Veritex became one of the 10 largest banks headquartered in Texas," said C. Malcolm Holland, Chairman and Chief Executive Officer of Veritex. "This strategic merger provides Veritex with the growth opportunities, scale and footprint to continue to deliver excellent customer service and generate top-tier financial performance for our stockholders." Holland continued, "Our integration planning is right on track including organizational design, system selection, product mapping and training. We are encouraged by the way employees of both companies have come together to work on the consolidation and the creation of a premier Texas community banking franchise. We continue to anticipate meaningful earnings accretion and efficiency as we realize the benefits of the merger."

Discussion of Veritex Q4 Results

Result of Operations for the Three Months Ended December 31, 2018

Net Interest Income

For the three months ended December 31, 2018, net interest income before provision for loan losses was $28.3 million and net interest margin was 3.87% compared to $29.2 million and 4.00%, respectively, for the three months ended September 30, 2018. The $889 thousand decrease in net interest income and 13 basis point decrease in net interest margin was primarily due to an increase in the average rate paid on interest-bearing liabilities during the three months ended December 31, 2018 compared to the three months ended September 30, 2018. Average interest-bearing deposits grew to $2.0 billion for the three months ended December 31, 2018 from $1.9 billion for the three months ended September 30, 2018, primarily due to increases in average outstanding correspondent money market and brokered deposit account balances which have interest rates above the average rate paid on our other interest-bearing deposits. As a result, the average cost of interest-bearing deposits increased to 1.75% for the three months ended December 31, 2018 from 1.59% for the three months ended September 30, 2018.

Net interest income before provision for loan losses increased by $2.5 million from $25.8 million to $28.3 million and net interest margin decreased 37 basis points from 4.24% to 3.87% for the three months ended December 31, 2018 as compared to the same period in 2017. The increase in net interest income before provision for loan losses was primarily driven by loan growth of $110.8 million during the three months ended December 31, 2018. For the three months ended December 31, 2018, average loan balances increased by $471.5 million compared to the three months ended December 31, 2017, which resulted in a $6.8 million increase in interest income. This was partially offset by an increase in the average rate paid on interest-bearing liabilities discussed above, which resulted in a $5.1 million increase in interest expense on deposit accounts. Net interest margin decreased 37 basis points compared to the three months ended December 31, 2017 primarily due to an increase in the average rate paid on interest-bearing liabilities during the three months ended December 31, 2018. Average interest-bearing deposit accounts grew to $2.0 billion for the three months ended December 31, 2018 compared to $1.6 billion for the three months ended December 31, 2017, primarily due to increases in average outstanding correspondent money market and brokered deposit account balances which have interest rates above the average rate paid on our other interest-bearing deposits. As a result, the average cost of interest-bearing deposits increased to 1.75% for the three months ended December 31, 2018 from 0.93% for the three months ended December 31, 2017.

Noninterest Income

Noninterest income for the three months ended December 31, 2018 was $4.0 million, an increase of $1.5 million or 60.4% compared to the three months ended September 30, 2018. The increase was primarily due to a $1.6 million increase in the gain on sale of Small Business Administration ("SBA") loans for the three months ended December 31, 2018.

Compared to the three months ended December 31, 2017, noninterest income for the three months ended December 31, 2018 grew $1.7 million or 75.2%. The increase was primarily due to a $1.3 million increase in the gain on sale of SBA loans and a $171 thousand increase in rental income resulting from the purchase of our headquarter building on December 6, 2017.

Noninterest Expense

Noninterest expense was $17.5 million for the three months ended December 31, 2018, compared to $18.2 million for the three months ended September 30, 2018, a decrease of $708 thousand, or 3.9%. The decrease was primarily driven by a $1.5 million decrease in merger and acquisition expenses paid in connection with the merger with Green.  The decrease was partially offset by a $884 thousand increase in salaries and employee benefits in the three months ended December 31, 2018 as compared to the three months ended September 30, 2018, primarily due to a $564 thousand decrease in amounts allocated or deferred as direct loan origination costs, which are required to be deferred in accordance with ASC 310-20 (formerly FAS91).

Compared to the three months ended December 31, 2017, noninterest expense for the three months ended December 31, 2018 increased $2.5 million, or 16.6%. The increase was primarily driven by a $1.1 million increase in professional and regulatory fees resulting from increased information technology professional support services and loan-related legal fees.The increase was also driven by a $921 thousand increase in salaries and employee benefit expenses compared to the three months ended December 31, 2017, primarily related to two additional months of salaries and employee benefit expenses for employees associated with Liberty Bancshares, Inc. ("Liberty"), which we acquired in a transaction that closed on December 1, 2017. Due to the acquisition of Liberty, one month of salaries and employee benefit expense related to Liberty employees were included for the three months ended December 31, 2017 compared to three months of expenses for the Liberty employees during the three months ended December 31, 2018.

Financial Condition

Total loans were $2.5 billion at December 31, 2018, an increase of $110.8 million, or 18.12% annualized, compared to September 30, 2018 and $322.4 million, or 14.4%, compared to December 31, 2017. The net increase was the result of the continued execution and success of our loan growth strategy.

Total deposits were $2.6 billion at December 31, 2018, a decrease of $33.8 million, or 1.3%, compared to September 30, 2018 and an increase of $343.8 million, or 15.1%, compared to December 31, 2017. The decrease from September 30, 2018 was primarily the result of a decrease of $35.5 million in non-interest bearing demand deposits, which was slightly offset by an increase of $2.6 million in interest bearing checking accounts. The increase from December 31, 2017 was primarily the result of an increase of $180.0 million and $204.2 million in correspondent money market accounts and brokered deposits, respectively.

Asset Quality

Allowance for loan losses as a percentage of loans was 0.75%, 0.73% and 0.57% of total loans held for investment at December 31, 2018, September 30, 2018 and December 31, 2017, respectively. The allowance for loan losses as a percentage of total loans for each of the three quarters ended was determined by an evaluation of the qualitative factors around the nature, volume and mix of the loan portfolio. The increase at December 31, 2018 in the allowance for loan losses as a percentage of loans from September 30, 2018 and December 31, 2017 was attributable to continued execution and success of our organic growth strategy, which was partially offset by payoffs of acquired loans and an increase in specific reserves on certain non-performing loans. We recorded a provision for loan losses of $1.4 million for the quarter ended December 31, 2018 compared to a provision of $3.1 million and $2.5 million for the quarter ended September 30, 2018 and December 31, 2017, respectively, which reflects adjustments to provision for loan losses as a result of our continued organic growth.

Nonperforming assets totaled $24.7 million, or 0.77%, of total assets at December 31, 2018 compared to $26.1 million, or 0.80%, of total assets at September 30, 2018 and $932 thousand, or 0.03%, of total assets at December 31, 2017. The decrease of $1.4 million compared to September 30, 2018 was primarily due to the renewal, during the fourth quarter of 2018, of a $3.8 million loan that was 90 days past due at September 30, 2018. The increase of $23.8 million in nonperforming assets compared to December 31, 2017 was primarily due to the placement of $17.2 million of PCI loans on non-accrual status as a result of information the Company obtained, that precluded the Company from reasonably estimating the timing and amount of future cash flows relating to these loans. Excluding these purchased credit impaired loans compared to December 31, 2017, the increase of $7.0 million in nonperforming assets was a result of an increase in nonperforming loans of $7.1 million, partially offset by a decrease in other real estate owned of $449 thousand.

Discussion of Green Q4 Results

Result of Operations for the Three Months Ended December 31, 2018

Net Interest Income

For the three months ended December 31, 2018, net interest income before provision for loan losses was $40.4 million and net interest margin was 3.82% compared to $39.5 million and 3.78%, respectively, for the three months ended September 30, 2018. The $927 thousand increase in net interest income and 4 basis point increase in net interest margin was primarily driven by continued total loan growth of $34.2 million during the three months ended December 31, 2018, which includes branch assets held for sale. For the three months ended December 31, 2018, average loan balances increased by $57.9 million compared to the three months ended September 30, 2018, which resulted in a $2.3 million increase in interest income. This was partially offset by an increase in the average rate paid on interest-bearing liabilities during the three months ended December 31, 2018. Average interest-bearing deposits grew $92.3 million for the three months ended December 31, 2018 to $2.7 billion from $2.6 billion for the three months ended September 30, 2018, primarily due to increases in average outstanding money market account balances and certificates of deposit. As a result, the average cost of interest-bearing deposits increased to 1.61% for the three months ended December 31, 2018 from 1.39% for the three months ended September 30, 2018.

Compared to the three months ended December 31, 2017, net interest income before provision for loan losses increased by $3.6 million from $36.8 million to $40.4 million and net interest margin increased 18 basis points from 3.64% to 3.82% for the three months ended December 31, 2018. The $3.6 million increase in net interest income and 18 basis point increase in net interest margin were primarily driven by continued loan growth as discussed above. For the three months ended December 31, 2018, average loan balances increased by $264.7 million compared to the three months ended December 31, 2017, which resulted in a $9.0 million increase in interest income. This was partially offset by an increase in the average rate paid on interest-bearing liabilities during the three months ended December 31, 2018. Average interest-bearing deposits decreased $4.1 million, and the average cost of interest-bearing deposits increased to 1.61%, for the three months ended December 31, 2018 compared to the three months ended December 31, 2017.

Noninterest Income

Noninterest income for the three months ended December 31, 2018 was $4.4 million, a decrease of $1.1 million, or 19.4%, compared to the three months ended September 30, 2018. The decrease was primarily due to a $624 thousand decrease in the gain on sale of guaranteed portion of loans and a $320 thousand decrease in loan fees.

Noninterest income for the three months ended December 31, 2018 was $4.4 million, an increase of $485 thousand or 12.3% compared to the three months ended December 31, 2017. The increase was primarily due to a $582 thousand increase in customer service fees and a $1.1 million decrease in net loss on held for sale loans. This increase was slightly offset by a $1.6 million decrease in gain on sale of guaranteed portion of loans.

Noninterest Expense

Noninterest expense was $22.7 million for the three months ended December 31, 2018, compared to $24.1 million for the three months ended September 30, 2018, a decrease of $1.4 million, or 6.1%. The decrease was primarily driven by a $1.7 million decrease in merger and acquisition expenses.

Compared to the three months ended December 31, 2017, noninterest expense for the three months ended December 31, 2018 decreased $919 thousand, or 3.9%. The decrease was primarily driven by a $1.2 million decrease in professional and regulatory fees, a $781 thousand decrease in salaries and employee benefits and a $445 thousand decrease in loan related expenses. This increase was slightly offset by a $1.2 million increase in merger and acquisition expenses.

Financial Condition

Total loans were $3.3 billion at December 31, 2018, a decrease of $50.0 million, or 1.5%, compared to September 30, 2018 and increased $123.3 million, or 3.9%, compared to December 31, 2017. Including $83.8 million of loans that are included in branch assets held for sale as of December 31, 2018, total loans increased $34.2 million, or 1.0%, compared to September 30, 2018 and increased $207.5 million, or 6.5%, compared to December 31, 2017. The net increase was the result of the continued execution and success of Green's loan growth strategy.

Total deposits were $3.5 billion at December 31, 2018, an increase of $51.9 million, or 1.5%, compared to September 30, 2018 and an increase of $69.2 million, or 2.0%, compared to December 31, 2017. Including $52.3 million of deposits that are included in branch liabilities held for sale as of December 31, 2018, total deposits increased $104.1 million, or 3.0%, compared to September 30, 2018 and increased $121.5 million, or 3.6%, compared to December 31, 2017. The increase from September 30, 2018 was primarily the result of an increase of $102.9 million in interest-bearing transaction and savings deposits. The increase from December 31, 2017 was primarily the result of increases of $91.5 million and $37.0 million in time deposits and noninterest-bearing deposits, respectively.

Asset Quality

Allowance for loan losses as a percentage of loans was 0.98%, 1.05% and 0.98% of total loans held for investment at December 31, 2018, September 30, 2018 and December 31, 2017, respectively. The allowance for loan losses as a percentage of total loans for each of the three quarters ended was determined by loss migration analysis and a review of the qualitative factors and specific reserves for impaired loans. A provision for loan losses of $2.4 million was recorded for the quarter ended December 31, 2018 compared to provisions of $320 thousand and $4.4 million for the quarter ended September 30, 2018 and December 31, 2017, respectively, which is a result of the general provision required from continued organic growth. During the three months ended September 30, 2018, there was a $1.6 million reduction in the specific reserves for a syndicated health care credit, which offset the addition of general reserves due to loan growth. There was no corresponding reduction in specific reserves for the quarters ended December 31, 2018 and December 31, 2017.

Nonperforming assets totaled $61.0 million, or 1.38%, of total assets at December 31, 2018 compared to $72.5 million, or 1.64%, of total assets at September 30, 2018 and $71.6 million, or 1.68%, of total assets at December 31, 2017. The decrease was due to decreases in nonaccrual loans and real estate acquired through foreclosure.

Dividend Information

On January 28, 2019, Veritex's Board of Directors declared a quarterly cash dividend of $0.125 per share on its outstanding shares of common stock, payable on February 21, 2019, to stockholders of record as of February 7, 2019.

Non-GAAP Financial Measures

The Company’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its operating performance and provide information that is important to investors. However, non-GAAP financial measures are supplemental and should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. Specifically, the Company reviews and reports tangible book value per common share, tangible common equity to tangible assets, return on average tangible common equity, operating earnings, pre-tax, pre-provision operating earnings, diluted operating earnings per share, operating return on average assets, operating return on average tangible common equity and operating efficiency ratio. The Company has included in this earnings release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for both Veritex and Green, respectively, at the end of this earnings release for a reconciliation of these non-GAAP financial measures.

Conference Call

The Company will host an investor conference call to review the results on Tuesday, January 29, 2019 at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting https://edge.media-server.com/m6/p/r6d2ku78 and will receive a unique PIN number, which can be used when dialing in for the call. This will allow attendees to enter the call immediately. Alternatively, participants may call toll-free at (877) 703-9880.

The call and corresponding presentation slides will be webcast live on the home page of the Company's website, www.veritexbank.com. An audio replay will be available one hour after the conclusion of the call at (855) 859-2056, Conference #6808679. This replay, as well as the webcast, will be available until February 5, 2019.

About Veritex Holdings, Inc.

Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly-owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston 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.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on various facts and derived utilizing assumptions and current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include, without limitation, statements relating to the impact Veritex expects its acquisition of Green to have on Veritex’s operations, financial condition, and financial results, and Veritex’s expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and overall operational efficiencies Veritex expects to realize as a result of the acquisition. Forward-looking statements may also include statements about Veritex’s future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on 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 words. Further, certain factors that could affect future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to, the possibility that the businesses of Veritex and Green will not be integrated successfully, that the cost savings and any synergies from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom Veritex has (or Green had) business relationships, diversion of management time on integration-related issues, the reaction to the transaction of the companies’ customers, employees and counterparties and other factors, many of which are beyond the control of Veritex. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Veritex’s Annual Report on Form 10-K for the year ended December 31, 2017 and any updates to those risk factors set forth in Veritex’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex’s underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. All forward-looking statements, expressed or implied, included in this earnings release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

¹ Refer to "Reconciliation of Non-GAAP Financial Measures" after the financial highlights of Veritex and Green, respectively, for a reconciliation of this non-GAAP financial measure to their most directly comparable GAAP measure.
² Annualized ratio.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

 VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

¹ Includes average outstanding balances of loans held for sale of $1,019, $1,091, and $3,155 for the three months ended December 31, 2018, September 30,    2018 and December 31, 2017, 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.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

¹ Includes average outstanding balances of loans held for sale of $1,198 and $2,493 for the twelve months ended December 31, 2018 and 2017, 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.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

Yield Trend

¹ Includes average outstanding balances of loans held for sale of $1,019, $1,091, $1,349, $1,336 and $3,155 for the three months ended December 31, 2018,   September 30, 2018, June 30, 2018, March 31, 2018 and December 31, 2017, 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.

Supplemental Yield Trend

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

Portfolio Composition

¹ Total loans held for investment does not includes deferred fees of $15 thousand at December 31, 2018, $16 thousand at September 30, 2018, $22 thousand at June 30, 2018, $24 thousand at March 31, 2018 and $28 thousand at December 31, 2018.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(Unaudited)

Asset Quality

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

We identify certain financial measures discussed in this earnings release as being “non GAAP financial measures.” In accordance with SEC rules, 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 generally accepted accounting principles as in effect from time to time in the United States (GAAP), 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 calculated using exclusively either one or both of (i) financial measures calculated in accordance with GAAP and (ii) operating measures or other measures that are not non GAAP financial measures.

The non-GAAP financial measures that we present in this earnings 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 present in this earnings release may differ from that of other companies reporting measures with similar names. You should understand how such other financial institutions calculate their financial measures that appear to be similar or have similar names to the non-GAAP financial measures we have discussed in this earnings release when comparing such non GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value is a non-GAAP measure generally used by financial analysts and
investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as stockholders’ equity less goodwill and intangible assets, net of accumulated amortization; and (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by number of common shares outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is our 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.

The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and presents our tangible book value per common share compared with our book value per common share:

¹ Intangible assets includes branch intangible assets held for sale of $1.7 million for the quarter ended December 31, 2017.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as stockholders’ equity, less goodwill and intangible assets, net of accumulated amortization; (b) tangible assets as total assets less goodwill and intangible assets, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total 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, in each case, 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.

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

¹ Intangible assets includes branch intangible assets held for sale of $1.7 million for the quarter ended December 31, 2017.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Return on Average Tangible Common Equity. Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) return as net income less the effect of intangible assets as net income, plus amortization of intangibles, net of taxes; (b) average tangible common equity as average stockholders’ equity less average goodwill and average intangible assets, net of accumulated amortization; and (c) return (as described in clause (a)) divided by average tangible common equity (as described in clause (b)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

We believe that this measure is important to many investors in the marketplace who are interested in the return on common equity, exclusive of the impact of intangible assets. Goodwill and other intangible assets have the effect of increasing total stockholders’ equity while not increasing our tangible common equity. This measure is particularly relevant to acquisitive institutions who may have higher balances in goodwill and other intangible assets than non-acquisitive institutions.

The following table reconciles, as of the dates set forth below, average tangible common equity to average common equity and net income available for common stockholders excluding amortization of intangibles, net of tax to net income and presents our return on average tangible common equity:

¹ Intangible assets includes branch intangible assets held for sale for the quarter ended December 31, 2017.

VERITEX HOLDINGS, INC. AND SUBSIDIARY
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Operating Earnings, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Earnings, including Diluted Operating Earnings per Share, Operating Return on Average Assets, Operating Return on Average Tangible Common Equity and Operating Efficiency Ratio. Operating earnings and pre-tax, pre-provision operating earnings are non GAAP measures used by management to evaluate the Company’s financial performance. We calculate (a) operating earnings as net income available to common stockholders plus loss on sale of securities available-for-sale, net, less gain on sale of disposed branch assets, plus lease exit costs, net, plus branch closure expenses, plus one-time issuance of shares to all employees, plus merger and acquisition expenses, less tax impact of adjustments, plus re-measurement of deferred tax assets as a result of the reduction in the corporate income tax rate under the Tax Cuts and Jobs Act, plus other corporate development discrete tax items. We calculate (b) pre-tax, pre-provision operating earnings as operating earnings as described in clause (a) plus provision for income taxes, plus provision for loan losses. We calculate (c) diluted operating earnings per share as operating earnings as described in clause (a) divided by weight average diluted shares outstanding. We calculate (d) operating return on average tangible common equity as operating earnings as described in clause (a) divided by average tangible common equity. (average stockholders' equity less average goodwill and average intangible assets, net of accumulated amortization.) We calculate (e) operating efficiency ratio as non-interest expense plus adjustments to operating non-interest expense divided by (i) non-interest income plus adjustments to operating non-interest income plus (ii) net interest income.

We believe that these measures and the operating metrics calculated utilizing these measures are important to management and many investors in the marketplace who are interested in understanding the ongoing operating performance of the company and provide meaningful comparisons to its peers.

The following tables reconcile, as of the dates set forth below, operating earnings and pre-tax, pre-provision operating earnings and related metrics:

¹ The Company previously adjusted operating income by excluding the impact of income recognized on acquired loans. The Company no longer includes this adjustment in order to align with industry peers for comparability purposes.
² Lease exit costs, net for the three months ended March 31, 2018 includes a $1.5 million consent fee and $240 thousand in professional services paid in January 2018 to separately assign and sublease two of our branch leases that the Company ceased using in 2017 offset by the reversal of the corresponding assigned lease cease-use liability totaling $669 thousand.
³ During the fourth quarter, the Company initiated a transaction cost study which to through December 31, 2018 resulted in $727 thousand of expenses paid that are non-deductible merger and acquisition expenses. As such, the $727 thousand of non-deductible expenses are reflected in the quarter ended and year-ended December 31, 2018 tax impact of adjustments amounts reported. All other non-merger related adjustments to operating earnings are taxed at the statutory rate.

¹ Lease exit costs, net for the three months ended March 31, 2018 includes a $1.5 million consent fee and $240 thousand in professional services paid in January 2018 to separately assign and sublease two of our branch leases that the Company ceased using in 2017 offset by the reversal of the corresponding assigned lease cease-use liability totaling $669 thousand.
² Annualized ratio.

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

¹  Refer to "Reconciliation of Non-GAAP Financial Measures" after the financial highlights of Veritex and Green, respectively, for a reconciliation of this non-GAAP financial measure to their most directly comparable GAAP measure.
² Annualized ratio.

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

¹ Includes average outstanding balances of branch assets and liabilities held for sale in total loans, noninterest-bearing assets, interest-bearing demand and saving deposits, certificates and other time deposits, noninterest-bearing demand deposits and other liabilities.
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 interest-earning assets.

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

¹ Includes average outstanding balances of branch assets and liabilities held for sale in total loans, noninterest-bearing assets, interest-bearing demand and saving deposits, certificates and other time deposits, noninterest-bearing demand deposits and other liabilities.
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 interest-earning assets.

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

Yield Trend

¹ Includes average outstanding balances of branch assets and liabilities held for sale in total loans, noninterest-bearing assets, interest-bearing demand and saving deposits, certificates and other time deposits, noninterest-bearing demand deposits and other liabilities.
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 interest-earning assets.

Supplemental Yield Trend

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

Portfolio Composition

GREEN BANCORP, INC.
Financial Highlights
(Unaudited)

Asset Quality

GREEN BANCORP, INC.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Tangible Book Value Per Common Share.  Tangible book value is a non‑GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. Green calculates: (a) tangible common equity as stockholders’ equity less goodwill and core deposit intangibles, net of accumulated amortization; and (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by number of shares of common stock outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is our book value per common share.

Green believes 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.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and presents our tangible book value per common share compared with our book value per common share:

¹ Excludes the dilutive effect of common stock issuable upon exercise of outstanding stock options.  The number of exercisable options outstanding was 659,125 as of December 31, 2018; 618,289 as of September 30, 2018; 626,923 as of June 30, 2018; 627,059 as of March 31, 2018; and 754,110 as of December 31, 2017.

GREEN BANCORP, INC.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Tangible Common Equity to Tangible Assets.  Tangible common equity to tangible assets is a non‑GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. Green calculates: (a) tangible common equity as shareholders’ equity, less goodwill and core deposit intangibles, net of accumulated amortization; (b) tangible assets as total assets, less goodwill and core deposit intangibles, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total shareholders’ equity to total assets.

Green believes 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, in each case, exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing Green's tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and total assets to tangible assets and presents Green's tangible common equity to tangible assets:

GREEN BANCORP, INC.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Return on Average Tangible Common Equity.  Return on average tangible common equity is a non‑GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. Green calculates: (a) return as net income less the effect of intangible assets as net income, less amortization of core deposit intangibles, net of taxes; (b) average tangible common equity as average shareholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization; and (c) return (as described in clause (a)) divided by average tangible common equity (as described in clause (b)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

Green believes that this measure is important to many investors in the marketplace who are interested in the return on common equity, exclusive of the impact of intangible assets.  Goodwill and other intangible assets, including core deposit intangibles, have the effect of increasing total shareholders’ equity, while not increasing Green's tangible common equity.  This measure is particularly relevant to acquisitive institutions who may have higher balances in goodwill and other intangible assets than non-acquisitive institutions.

The following table reconciles, as of the dates set forth below, average tangible common equity to average common equity and net income excluding amortization of core deposit intangibles, net of tax to net income and presents Green's return on average tangible common equity:

GREEN BANCORP, INC.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)

Operating Earnings, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Earnings, including Diluted Operating Earnings per Share, Operating Return on Average Assets, Operating Return on Average Tangible Common Equity and Operating Efficiency Ratio.  Operating earnings and pre-tax, pre-provision operating earnings are non-GAAP measures used by management to evaluate the Company’s financial performance.  Green calculates (a) operating earnings as net income (loss) plus loss (gain) on sale of securities available-for-sale, net, plus loss (gain) on held for sale loans, net, plus stock based compensation expense for performance option vesting, plus shelf and secondary offering expenses.  Green calculates (b) pre-tax, pre-provision operating earnings as (a) operating earnings plus provision (benefit) for income taxes, plus provision for loan losses. Green calculates (c) diluted operating earnings per share as operating earnings as described in clause (a) divided by weighted average diluted shares outstanding. Green calculates (d) operating return on average tangible common equity as operating earnings as described in clause (a) divided by average tangible common equity (average tangible common equity as average stockholders' equity less average goodwill and average intangible assets, net of accumulated amortization). Green calculates operating efficiency ratio as non-interest expense plus adjustments to operating non-interest expense divided by (i) non-interest income plus adjustments to operating non-interest income plus (ii) net interest income.

Green believes that these measures and the operating metrics calculated utilizing these measures are important to management and many investors in the marketplace who are interested in understanding the ongoing operating performance of the company and provide meaningful comparisons to its peers.

The following tables reconcile, as of the dates set forth below, operating earnings and pre-tax, pre-provision operating earnings and related metrics:

¹ Annualized ratio.

 

Media Contact: LaVonda Renfro 972-349-6200 lrenfro@veritexbank.com Investor Relations: Susan Caudle 972-349-6132 scaudle@veritexbank.com