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EX-99.3 - EX-99.3 - Veritex Holdings, Inc.a2q20pressrelease-quar.htm
EX-99.2 - EX-99.2 - Veritex Holdings, Inc.veritex2q20investordeck.htm
8-K - 8-K - Veritex Holdings, Inc.vbtx-20200728.htm
Exhibit 99.1
VERITEX HOLDINGS, INC. REPORTS SECOND QUARTER OPERATING RESULTS

Dallas, TX — July 28, 2020 —Veritex Holdings, Inc. (“Veritex” or the “Company”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended June 30, 2020.
“The second quarter was dominated by significant pandemic and economic challenges. Despite those headwinds, we delivered solid results while supporting our employees, customers and communities,” said C. Malcolm Holland, III, the Company’s Chairman and Chief Executive Officer. “Our quarterly results reflect strong pre-tax, pre-provision operating net revenue, continued building of our allowance for credit losses and higher capital levels. I couldn’t be more proud of what the team accomplished during such a disruptive operating period.”

Second Quarter Highlights

Net income of $24.0 million, or $0.48 diluted earnings per share (“EPS”), compared to $4.1 million, or $0.08 diluted EPS, for the quarter ended March 31, 2020 and $26.9 million, or $0.49 diluted EPS, for the quarter ended June 30, 2019;
Pre-tax, pre-provision operating earnings1 totaled $45.7 million, compared to $39.1 million for the quarter ended March 31, 2020 and $44.0 million for the quarter ended June 30, 2019;
Provision for credit losses and unfunded commitments was $19.0 million, compared to $35.7 million for the quarter ended March 31, 2020, as a result of continued disruptions in the global economy from the COVID-19 pandemic and its impact on the Texas economic forecasts that drive the Company’s current expected credit loss (“CECL”) model;
Allowance for credit losses (“ACL”) to total loans held for investments (“LHI”), excluding mortgage warehouse (“MW”) and Paycheck Protection Program (“PPP”) loans, was 2.01% for the quarter ended June 30, 2020 compared to 1.73% for the quarter ended March 31, 2020. Net charge-offs to average loans outstanding and nonperforming assets to total assets remained essentially flat quarter over quarter at 3 basis points and 62 basis points, respectively;
During the second quarter of 2020, the Company funded $400.9 million of PPP loans through the Small Business Administration (“SBA”) as a result of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company elected to carry these loans at fair value, and as a result, the Company recognized $12.5 million of PPP fee income, gross, during the second quarter of 2020;
Total deposits grew $325.6 million from the first quarter of 2020, or 22.4% annualized, with the average cost of interest-bearing deposits decreasing to 0.84% for the three months ended June 30, 2020 from 1.39% for the three months ended March 31, 2020;
Declared quarterly cash dividend of $0.17 payable on August 20, 2020.

Financial HighlightsQTDYTD
Q2 2020Q1 2020Q2 2020Q2 2019
(Dollars in thousands)
(unaudited)
GAAP
Net income$24,028  $4,134  $28,162  $34,283  
Diluted EPS0.48  0.08  0.56  0.62  
Return on average assets2
1.11 %0.20 %0.68 %0.88 %
Efficiency ratio46.02  47.61  46.76  67.28  
Book value per common share$23.45  $23.19  $23.45  $22.55  
Non-GAAP1
Operating earnings$21,188  $4,134  $25,322  $64,913  
Diluted operating EPS0.43  0.08  0.50  1.18  
Pre-tax, pre-provision operating earnings45,668  39,107  84,775  90,409  
Pre-tax, pre-provision operating return on average assets2.11 %1.94 %2.03 %2.31 %
Operating return on average assets2
0.98  0.20  0.61  1.66  
Operating efficiency ratio45.74  47.61  46.62  43.60  
Tangible book value per common share$14.71  $14.39  $14.71  $14.27  
1 Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
2 Annualized ratio.
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Second Quarter Global Economic Developments

The COVID-19 pandemic has caused significant disruptions to the global economy and the communities which we serve. In response to the pandemic, we have implemented our operational response and preparedness plan during the first and second quarters of 2020, which includes dispersion of critical operational processes, increased monitoring focused on higher risk operations, enhanced remote access security and further restricted internet access, enhanced security around wire transfer execution and flexible scheduling provided to employees who are unable to work from home. Additionally, we are focused on taking care of our clients and communities who may be experiencing financial hardship due to the pandemic, including through our loan deferment program and participation in the PPP designed to provide a direct incentive for small businesses.

Results of Operations for the Three Months Ended June 30, 2020
Net Interest Income
For the three months ended June 30, 2020, net interest income before provision for credit losses was $65.8 million and net interest margin was 3.31% compared to $67.4 million and 3.67%, respectively, for the three months ended March 31, 2020. The $1.6 million decrease in net interest income was primarily due to a $7.4 million decrease in interest income on loans, slightly offset by a $4.1 million decrease in interest expense on transaction and savings deposits. Net interest margin decreased 36 basis points from the three months ended March 31, 2020 primarily due to a decrease in yields earned on loan balances and an unfavorable increase in the mix of lower yielding assets, partially offset by decreases in the average rates paid on interest-bearing demand and savings deposits and certificate and other time deposits during the three months ended June 30, 2020. As a result, the average cost of interest-bearing deposits decreased 55 basis points to 0.84% for the three months ended June 30, 2020 from 1.39% for the three months ended March 31, 2020.
Net interest income before provision for credit losses decreased by $5.6 million from $71.4 million to $65.8 million and net interest margin decreased by 69 basis points from 4.00% to 3.31% for the three months ended June 30, 2020 as compared to the same period in 2019. The decrease in net interest income before provision for credit losses was primarily due to a $16.3 million decrease in interest income on loans, partially offset by an $8.9 million decrease in interest expenses on transaction and savings deposits during the three months ended June 30, 2020 compared to the three months ended June 30, 2019. Net interest margin decreased 69 basis points from the three months ended June 30, 2019 primarily due to a decrease in yields earned on loan balances, partially offset by decreases in the average rate paid on interest-bearing demand and savings deposits for the three months ended June 30, 2020 and an unfavorable shift in the mix of earning assets compared to the three months ended June 30, 2019. As a result, the average cost of interest-bearing deposits decreased 95 basis points to 0.84% for the three months ended June 30, 2020 from 1.79% for the three months ended June 30, 2019.

Noninterest Income
Noninterest income for the three months ended June 30, 2020 was $21.3 million, an increase of $14.0 million, or 193.8%, compared to the three months ended March 31, 2020. The increase was primarily due to a $10.6 million of increase in government guaranteed loan income, net. In the second quarter, the Company earned fee income of 5% on PPP loans under $350 thousand, 3% on PPP loans between $350 thousand and $2 million and 1% on PPP loans greater than $2 million totaling $12.5 million. The recognized fee was partially offset by a valuation allowance on the PPP loans of $2.0 million as the Company elected to carry these loans at fair value.
Compared to the three months ended June 30, 2019, noninterest income for the three months ended June 30, 2020 increased by $15.3 million, or 252.8%. The increase was primarily due to a $10.0 million increase in government guaranteed loan income, net, as a result of the fee income earned PPP loans discussed above and a $3.5 million increase in gain on sales of investment securities.

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Noninterest Expense
Noninterest expense was $40.1 million for the three months ended June 30, 2020, compared to $35.5 million for the three months ended March 31, 2020, an increase of $4.5 million, or 12.7%. The increase was primarily driven by a $1.1 million increase in salaries and employee benefits, a $0.6 million increase in Federal Deposit Insurance Corporation (“FDIC”) assessment fees, and a $1.6 million increase in bank service charges resulting from pre-payment fees on Federal Home Loan Bank (“FHLB”) advances paid off early in the second quarter of 2020. Noninterest expense for the three months ended June 30, 2020 includes $1.2 million of COVID related expenses primarily related to Community Reinvestment Act donations, lender incentives, employee overtime and cleaning services.
Compared to the three months ended June 30, 2019, noninterest expense for the three months ended June 30, 2020 increased by $165 thousand, or 0.4%.

Financial Condition
Total loans were $6.6 billion at June 30, 2020, an increase of $355.9 million, or 22.8% annualized, compared to March 31, 2020. The net increase was primarily the result of the Company’s origination of $400.9 million of loans in the second quarter of 2020 under the PPP. The Company has elected to carry such PPP loans at fair value, which represent $398.9 million of the Company’s outstanding loan balance as of the second quarter 2020.
Total deposits were $6.1 billion at June 30, 2020, an increase of $325.6 million, or 22.4% annualized, compared to March 31, 2020. The increase was primarily the result of increases of $177.3 million and $358.4 million in interest-bearing transaction and savings deposits and noninterest-bearing demand deposits, respectively, partially offset by a decrease of $210.1 million in certificates and other time deposits.

Goodwill

During the second quarter of 2020, the Company observed a significant decline in the market valuation of our common shares as a result of sustained economic disruption occurring after the first quarter of 2020, including but not limited to the COVID-19 pandemic. As a result of the sustained economic disruption, the Company determined a triggering event had occurred that required an interim quantitative impairment assessment for the Company’s reporting unit to determine if it is more likely than not that the fair value is less than the carrying value as a result of a sustained price decrease. The Company determined the fair value of its reporting unit using a combination of a market and income approach. The fair value of our reporting unit exceeded its related carrying value by approximately 26%.

Asset Quality and Adoption of ASU 2016-13
Nonperforming assets totaled $53.3 million, or 0.62% of total assets at June 30, 2020, compared to $39.4 million, or 0.50% of total assets, at December 31, 2019. The Company had a net charge-off of $1.8 million for the quarter, which is primarily the result of one relationship charge-off that was fully reserved against in the first quarter of 2020.
The Company recorded a provision for credit losses for the three months ended June 30, 2020 of $16.2 million, compared to $31.8 million and $3.3 million for the three months ended March 31, 2020 and June 30, 2019, respectively. The decrease in the recorded provision for credit losses for the three months ended June 30, 2020 was primarily attributable to changes in the Texas economic forecasts used in the CECL model in the second quarter of 2020 to reflect the expected impact of the COVID-19 pandemic as of June 30, 2020, as compared to our Texas economic forecasts and expected impact of the COVID-19 pandemic as of March 31, 2020. In the second quarter of 2020, we also recorded a $2.8 million provision for unfunded commitments which was also attributable to the change in the Texas economic forecasts as a result of the COVID-19 pandemic compared to a $3.9 million provision for unfunded commitments recorded for the three months ended March 31, 2020. Allowance for credit losses as a percentage of loans HFI, excluding MW and PPP loans, was 2.01%, 1.73% and 0.43% of total loans at June 30, 2020, March 31, 2020 and June 30, 2019, respectively.

Dividend Information

On July 28, 2020, Veritex’s Board of Directors declared a quarterly cash dividend of $0.17 per share on its outstanding shares of common stock. The dividend will be paid on or after August 20, 2020 to stockholders of record as of the close of business on August 6, 2020.
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Non-GAAP Financial Measures
Veritex’s management uses certain non-GAAP (U.S. 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, Veritex’s reported results prepared in accordance with GAAP. Specifically, Veritex reviews and reports tangible book value per common share, operating earnings, tangible common equity to tangible assets, return on average tangible common equity, pre-tax, pre-provision operating earnings, pre-tax, pre-provision operating return on average assets, diluted operating earnings per share, operating return on average assets, operating return on average tangible common equity and operating efficiency ratio. Veritex 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 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 Wednesday, July 29, 2020 at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting https://edge.media-server.com/mmc/p/pckpzcgt and will receive a unique PIN, which can be used when dialing in for the call. This will allow attendees to access 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, https://ir.veritexbank.com/. An audio replay will be available one hour after the conclusion of the call at (855) 859-2056, Conference
#3693902. This replay, as well as the webcast, will be available until August 5, 2020.

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.

Media Contact:
LaVonda Renfro
972-349-6200
lrenfro@veritexbank.com

Investor Relations:
Susan Caudle
972-349-6132
scaudle@veritexbank.com
Forward-Looking Statements
This earnings release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, 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. Forward-looking statements include, without limitation, statements relating to the expected payment date of Veritex’s quarterly cash dividend, the impact of certain changes in Veritex’s accounting policies, standards and interpretations, the effects of the COVID-19 pandemic and actions taken in response thereto, 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 broader economic and industry 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
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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. 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, 2019 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 Securities and Exchange Commission (“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 such 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, except as required by law. All forward-looking statements, expressed or implied, included in this earnings release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Veritex or persons acting on Veritex’s behalf may issue.

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

 For the Three Months EndedSix Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
(Dollars and shares in thousands)
Per Share Data (Common Stock):
Basic EPS$0.48  $0.08  $0.56  $0.52  $0.50  $0.56  $0.63  
Diluted EPS0.48  0.08  0.56  0.51  0.49  0.56  0.62  
Book value per common share23.45  23.19  23.32  23.02  22.55  23.45  22.55  
Tangible book value per common share1
14.71  14.39  14.73  14.61  14.27  14.71  14.27  
Common Stock Data:
Shares outstanding at period end49,633  49,557  51,064  52,373  53,457  49,633  53,457  
Weighted average basic shares outstanding for the period49,597  50,725  51,472  52,915  53,969  50,161  54,130  
Weighted average diluted shares outstanding for the period49,727  51,056  52,263  53,873  54,929  50,383  54,929  
Summary of Credit Ratios:
ACL to total LHI, excluding mortgage warehouse and PPP loans2.01 %1.73 %0.52 %0.46 %0.43 %2.01 %0.43 %
Nonperforming assets to total assets0.62 %0.60 %0.50 %0.21 %0.54 %0.62 %0.60 %
Net charge-offs to average loans outstanding0.03  —  —  0.14  —  0.03  —  
Summary Performance Ratios:   
Return on average assets2
1.11  0.20  1.43  1.36  1.36  0.68  0.88  
Return on average equity2
8.36  1.41  9.63  8.98  8.98  4.96  5.79  
Return on average tangible common equity1, 2
14.49  3.27  16.22  15.15  15.26  9.12  10.26  
Efficiency ratio46.02  47.61  47.12  43.67  51.49  46.76  67.28  
Selected Performance Metrics - Operating:
Diluted operating EPS1
$0.43  $0.08  $0.58  $0.53  $0.59  $0.50  $1.18  
Pre-tax, pre-provision operating return on average assets1, 2
2.11 %1.94 %2.07 %2.26 %2.22 %2.03 %2.31 %
Operating return on average assets1, 2
0.98  0.20  1.49  1.42  1.63  0.61  1.66  
Operating return on average tangible common equity1, 2
12.90  3.27  16.87  15.78  18.09  8.31  18.50  
Operating efficiency ratio1
45.74  47.61  45.67  42.36  43.66  46.62  43.60  
Veritex Holdings, Inc. Capital Ratios:   
Tier 1 capital to average assets (leverage)9.16  9.49  10.17  10.33  10.47  9.16  10.47  
Common equity tier 1 capital9.66  9.53  10.60  10.82  11.32  9.66  11.32  
Tier 1 capital to risk-weighted assets10.05  9.92  11.02  11.26  11.77  10.05  11.77  
Total capital to risk-weighted assets12.71  12.48  13.10  12.26  12.80  12.71  12.80  
Tangible common equity to tangible assets1
8.96  8.81  10.01  10.17  10.08  8.96  10.08  
1Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
2Annualized ratio.


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VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands)
 
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019
(unaudited)(unaudited)(unaudited)(unaudited)
ASSETS    
Cash and cash equivalents$160,306  $430,842  $251,550  $252,592  $265,822  
Securities1,112,061  1,117,804  997,330  1,023,393  1,020,279  
Other securities104,213  112,775  84,063  85,007  76,016  
Loans held for sale28,041  15,048  14,080  10,715  7,524  
PPP loans, at fair value398,949  —  —  —  —  
Loans held for investment, mortgage warehouse441,992  371,161  183,628  233,577  200,017  
Loans held for investment5,726,873  5,853,735  5,737,577  5,654,027  5,731,833  
Total loans6,595,855  6,239,944  5,935,285  5,898,319  5,939,374  
Allowance for credit losses(115,365) (100,983) (29,834) (26,243) (24,712) 
Bank-owned life insurance81,876  81,395  80,915  80,411  79,899  
Bank premises, furniture and equipment, net115,560  116,056  118,536  118,449  115,373  
Other real estate owned7,716  7,720  5,995  4,625  1,748  
Intangible assets, net66,705  69,444  72,263  75,363  78,347  
Goodwill370,840  370,840  370,840  370,463  370,221  
Other assets88,091  85,787  67,994  80,504  87,739  
Total assets$8,587,858  $8,531,624  $7,954,937  $7,962,883  $8,010,106  
LIABILITIES AND STOCKHOLDERS’ EQUITY     
Deposits:     
Noninterest-bearing deposits$1,907,697  $1,549,260  $1,556,500  $1,473,126  $1,476,668  
Interest-bearing transaction and savings deposits2,714,149  2,536,865  2,654,972  2,528,293  2,646,154  
Certificates and other time deposits1,503,701  1,713,820  1,682,878  1,876,427  2,042,266  
Total deposits6,125,547  5,799,945  5,894,350  5,877,846  6,165,088  
Accounts payable and other liabilities64,625  56,339  37,427  45,475  44,414  
Accrued interest payable4,088  5,407  6,569  6,054  7,069  
Advances from Federal Home Loan Bank1,087,794  1,377,832  677,870  752,907  512,945  
Subordinated debentures and subordinated notes140,283  140,406  145,571  72,284  72,486  
Securities sold under agreements to repurchase1,772  2,426  2,353  2,787  2,811  
Total liabilities7,424,109  7,382,355  6,764,140  6,757,353  6,804,813  
Commitments and contingencies    
Stockholders’ equity:     
Common stock555  554  549  524  535  
Additional paid-in capital1,122,063  1,119,757  1,117,879  1,114,659  1,112,238  
Retained earnings143,277  127,812  147,911  125,344  104,652  
Accumulated other comprehensive income42,014  45,306  19,061  23,837  17,741  
Treasury stock
(144,160) (144,160) (94,603) (58,834) (29,873) 
Total stockholders’ equity1,163,749  1,149,269  1,190,797  1,205,530  1,205,293  
Total liabilities and stockholders’ equity$8,587,858  $8,531,624  $7,954,937  $7,962,883  $8,010,106  

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VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands, except per share data)
 For the Three Months EndedFor the Six Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
Interest income:     
Loans, including fees$70,440  $77,861  $82,469  $85,811  $86,786  $148,301  $172,533  
Investment securities7,825  7,397  7,168  7,687  7,397  15,222  14,629  
Deposits in financial institutions and Fed Funds sold186  871  1,285  1,329  1,372  1,057  2,926  
Other investments891  850  820  816  622  1,741  1,313  
Total interest income79,342  86,979  91,742  95,643  96,177  166,321  191,401  
Interest expense:   
Transaction and savings deposits2,471  6,552  8,203  10,381  11,405  9,023  21,771  
Certificates and other time deposits6,515  8,240  9,455  10,283  10,145  14,755  18,937  
Advances from FHLB2,801  2,879  2,661  3,081  2,187  5,680  4,242  
Subordinated debentures and subordinated notes1,798  1,903  1,559  1,024  998  3,701  2,092  
Total interest expense13,585  19,574  21,878  24,769  24,735  33,159  47,042  
Net interest income65,757  67,405  69,864  70,874  71,442  133,162  144,359  
Provision for credit losses16,172  31,776  3,493  9,674  3,335  47,948  8,347  
Provision for unfunded commitments2,799  3,881  —  —  —  6,680  —  
Net interest income after provisions46,786  31,748  66,371  61,200  68,107  78,534  136,012  
Noninterest income:   
Service charges and fees on deposit accounts2,960  3,642  3,728  3,667  3,422  6,602  6,939  
Loan fees1,240  845  1,921  2,252  1,932  2,085  3,609  
Gain (loss) on sales of investment securities2,879  —  (438) —  (642) 2,879  (1,414) 
Gain on sales of mortgage loans held for sale308  142  81  138  143  450  256  
Government guaranteed loan income, net11,006  439  560  930  961  11,445  3,218  
Rental income547  551  371  369  373  1,098  741  
Other2,350  1,628  909  1,074  (155) 3,978  1,169  
Total noninterest income21,290  7,247  7,132  8,430  6,034  28,537  14,518  
Noninterest expense:   
Salaries and employee benefits20,019  18,870  18,917  17,530  17,459  38,889  36,344  
Occupancy and equipment3,994  4,273  4,198  4,044  4,014  8,267  8,143  
Professional and regulatory fees2,796  2,196  2,615  2,750  2,814  4,992  6,232  
Data processing and software expense2,434  2,089  1,880  2,252  2,309  4,523  4,233  
Marketing561  1,083  971  708  961  1,644  1,580  
Amortization of intangibles2,696  2,696  2,696  2,712  2,719  5,392  5,479  
Telephone and communications308  319  466  361  625  627  1,020  
Merger and acquisition expense—  —  918  1,035  5,790  —  37,007  
COVID expenses1,245  —  —  —  —  1,245  —  
Other6,008  4,019  3,623  3,238  3,205  10,027  6,851  
Total noninterest expense40,061  35,545  36,284  34,630  39,896  75,606  106,889  
Income before income tax expense28,015  3,450  37,219  35,000  34,245  31,465  43,641  
Income tax (benefit) expense3,987  (684) 8,168  7,595  7,369  3,303  9,358  
Net income$24,028  $4,134  $29,051  $27,405  $26,876  $28,162  $34,283  
Basic EPS$0.48  $0.08  $0.56  $0.52  $0.50  $0.56  $0.63  
Diluted EPS$0.48  $0.08  $0.56  $0.51  $0.49  $0.56  $0.62  
Weighted average basic shares outstanding49,597  50,725  51,472  52,915  53,969  50,161  54,130  
Weighted average diluted shares outstanding49,727  51,056  52,263  53,873  54,929  50,383  54,929  

8


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands except percentages)
 
 For the Three Months Ended
 June 30, 2020March 31, 2020June 30, 2019
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:         
Loans1
$5,797,989  $67,404  4.68 %$5,784,965  $76,527  5.32 %$5,762,257  $85,030  5.92 %
Loans held for investment, mortgage warehouse304,873  2,279  3.01  163,646  1,334  3.28  154,586  1,756  4.56  
PPP loans303,223  757  1.00  —  —  —  —  —  
Securities1,117,964  7,825  2.82  1,038,954  7,397  2.86  956,160  7,397  3.10  
Interest-bearing deposits in other banks366,764  186  0.20  308,546  871  1.14  228,461  1,372  2.41  
Other investments2
110,672  891  3.24  91,917  850  3.72  59,508  622  4.19  
Total interest-earning assets8,001,485  79,342  3.99  7,388,028  86,979  4.74  7,160,972  96,177  5.39  
Allowance for loan losses(110,483)   (44,270)   (23,891)   
Noninterest-earning assets798,772    782,024    800,238    
Total assets$8,689,774    $8,125,782    $7,937,319    
Liabilities and Stockholders’ Equity         
Interest-bearing liabilities:         
Interest-bearing demand and savings deposits$2,684,897  $2,471  0.37 %$2,638,633  $6,552  1.00 %$2,713,735  $11,405  1.69 %
Certificates and other time deposits1,625,971  6,515  1.61  1,650,678  8,240  2.01  2,107,567  10,145  1.93  
Advances from FHLB1,206,930  2,801  0.93  937,901  2,879  1.23  334,926  2,187  2.62  
Subordinated debentures and subordinated notes142,549  1,798  5.07  145,189  1,903  5.27  75,252  998  5.32  
Total interest-bearing liabilities5,660,347  13,585  0.97  5,372,401  19,574  1.47  5,231,480  24,735  1.90  
Noninterest-bearing liabilities:         
Noninterest-bearing deposits1,826,327    1,523,702    1,456,538    
Other liabilities47,302    46,563    48,669    
Total liabilities7,533,976    6,942,666    6,736,687    
Stockholders’ equity1,155,798    1,183,116    1,200,632    
Total liabilities and stockholders’ equity$8,689,774    $8,125,782    $7,937,319    
Net interest rate spread2
  3.02 %  3.27 %  3.49 %
Net interest income $65,757    $67,405    $71,442   
Net interest margin3
  3.31 %  3.67 %  4.00 %

1 Includes average outstanding balances of loans held for sale of $22,958, $10,995 and $8,140 for the three months ended June 30, 2020, March 31, 2020, and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.
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.










9


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands except percentages)

Six Months Ended
June 30, 2020June 30, 2019
Average Outstanding BalanceInterest Earned/ Interest PaidAverage Yield/ RateAverage Outstanding BalanceInterest Earned/ Interest PaidAverage Yield/ Rate
Assets
Interest-earning assets:
Loans1
$5,790,227  $143,931  5.00 %$5,746,746  $169,224  5.94 %
Loans held for investment, mortgage warehouse234,2603,6133.10  137,2803,3094.86  
PPP loans152,8617571.00  —  —  —  
Securities1,078,45915,2222.84  941,33614,6293.13  
Interest-bearing deposits in other banks337,6551,0570.63  246,2012,9262.40  
Other investments2
101,2941,7413.46  48,5781,3135.45  
Total interest-earning assets7,694,756166,3214.35  7,120,141191,4015.42  
Allowance for loan losses(77,376)(21,988)
Noninterest-earning assets763,567789,890
Total assets$8,380,947  $7,888,043  
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits$2,668,726  $9,023  0.68 %$2,675,237  $21,771  1.64 %
Certificates and other time deposits1,639,80714,755  1.81  2,124,95118,9371.80  
Advances from FHLB1,072,4165,680  1.07  322,8794,2422.65  
Subordinated debentures and subordinated notes143,8693,701  5.17  75,5152,0925.59  
Total interest-bearing liabilities5,524,81833,1591.21  5,198,58247,0421.82  
Noninterest-bearing liabilities:
Noninterest-bearing deposits1,675,0151,456,086
Other liabilities38,48839,385
Total liabilities7,238,3216,694,053
Stockholders’ equity1,142,6261,193,990
Total liabilities and stockholders’ equity$8,380,947  $7,888,043  
Net interest rate spread3
3.14 %3.60 %
Net interest income$133,162  $144,359  
Net interest margin4
3.48 %4.09 %
1 Includes average outstanding balances of loans held for sale of $16,977 and $7,925 for the six months ended June 30, 2020 and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.
2 The Company historically reported dividend income in other noninterest income and has re-classed $1,287 of dividend income into other investments as of June 30, 2019 in order to align with industry peers for comparability purposes.
3 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
4 Net interest margin is equal to net interest income divided by average interest-earning assets.
10


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights

Yield Trend
 For the Three Months Ended
June 30, 2020March 31,
2020
December 31,
2019
September 30,
2019
June 30, 2019
Average yield on interest-earning assets:   
Loans1
4.68 %5.32 %5.63 %5.85 %5.92 %
Loans held for investment, mortgage warehouse3.01  3.28  3.51  3.88  4.56  
PPP loans1.00  —  —  —  —  
Securities2.82  2.86  2.83  2.98  3.10  
Interest-bearing deposits in other banks0.20  1.14  1.63  2.25  2.41  
Other investments3.24  3.72  4.53  4.50  4.19  
Total interest-earning assets3.99 %4.74 %5.00 %5.26 %5.39 %
Average rate on interest-bearing liabilities:
Interest-bearing demand and savings deposits0.37 %1.00 %1.24 %1.57 %1.69 %
Certificates and other time deposits1.61  2.01  2.10  2.09  1.93  
Advances from FHLB0.93  1.23  1.45  1.93  2.62  
Subordinated debentures and subordinated notes5.07  5.27  5.23  5.43  5.32  
Total interest-bearing liabilities0.97 %1.47 %1.65 %1.86 %1.90 %
Net interest rate spread2
3.02 %3.27 %3.35 %3.40 %3.49 %
Net interest margin3
3.31 %3.67 %3.81 %3.90 %4.00 %
1Includes average outstanding balances of loans held for sale of $22,958, $10,995, $10,643, $8,525 and $8,140 for the three months ended June 30, 2020, March 31, 2020, December 31, 2019, September 30, 2019 and June 30, 2019, respectively, and average balances of loans held for investment, excluding mortgage warehouse.
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
 For the Three Months Ended
June 30, 2020March 31,
2020
December 31,
2019
September 30,
2019
June 30, 2019
Average cost of interest-bearing deposits0.84 %1.39 %1.59 %1.79 %1.79 %
Average costs of total deposits, including noninterest-bearing0.59  1.02  1.18  1.36  1.38  

11


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands except percentages)

Total LHI and Deposit Portfolio Composition
June 30, 2020March 31,
2020
December 31,
2019
September 30,
2019
June 30, 2019
(Dollars in thousands)
LHI1
Commercial$1,555,300  27.2 %$1,777,603  30.4 %$1,712,838  29.9 %$1,711,256  30.3 %$1,788,044  31.2 %
Real Estate:
Owner occupied commercial769,952  13.4  723,839  12.4  706,782  12.3  716,130  12.7  746,768  13.0  
Commercial1,847,480  32.3  1,828,386  31.2  1,784,201  31.1  1,710,510  30.3  1,727,525  30.1  
Construction and land599,510  10.5  566,470  9.7  629,374  11.0  623,622  11.0  543,850  9.5  
Farmland14,723  0.3  14,930  0.3  16,939  0.3  7,986  0.1  17,472  0.3  
1-4 family residential 528,688  9.2  536,892  9.2  549,811  9.6  559,310  9.9  557,056  9.7  
Multi-family residential394,829  6.9  388,374  6.6  320,041  5.6  306,966  5.4  330,877  5.8  
Consumer14,932  0.2  15,771  0.2  17,457  0.2  18,113  0.3  20,562  0.4  
Total LHI$5,725,414  100 %$5,852,265  100 %$5,737,443  100 %$5,653,893  100 %$5,732,154  100 %
Mortgage warehouse441,992  373,161  183,628  233,577  200,017  
PPP loans398,949  —  —  —  —  
Total LHI1
$6,566,355  $6,225,426  $5,921,071  $5,887,470  $5,932,171  
Deposits
Noninterest-bearing$1,907,697  31.2 %$1,549,260  26.7 %$1,556,500  26.4 %$1,473,126  25.1 %$1,476,668  24.0 %
Interest-bearing transaction343,640  5.6  306,641  5.3  388,877  6.6  373,997  6.4  373,982  6.1  
Money market2,272,520  37.1  2,143,874  37.0  2,180,017  37.0  2,066,315  35.2  2,178,274  35.3  
Savings97,989  1.6  86,350  1.5  86,078  1.5  87,981  1.5  93,898  1.5  
Certificates and other time deposits1,503,701  24.5  1,713,820  29.5  1,682,878  28.6  1,876,427  31.8  2,042,266  33.1  
Total deposits$6,125,547  100 %$5,799,945  100 %$5,894,350  100 %$5,877,846  100 %$6,165,088  100 %
Loan to Deposit Ratio107.2 %107.3 %100.5 %100.2 %96.2 %
Loan to Deposit Ratio, excluding mortgage warehouse and PPP loans93.5 %100.9 %97.3 %96.2 %93.0 %

1 Total LHI does not include deferred costs of $1.5 million at June 30, 2020 and $1.5 million at March 31, 2020, deferred fees of $134 thousand at December 31, 2019 and September 30, 2019, respectively, and $321 thousand at June 30, 2019.

12


VERITEX HOLDINGS, INC. AND SUBSIDIARY
Financial Highlights
(In thousands except percentages)

Asset Quality
 For the Three Months EndedFor the Six Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
(Dollars in thousands)
Nonperforming Assets (“NPAs”):    
Nonaccrual loans$43,594  $38,836  $29,779  $10,172  $15,733  $43,594  $15,733  
Accruing loans 90 or more days past due1
2,021  4,764  3,660  2,194  25,774  2,021  25,774  
Total nonperforming loans held for investment (“NPLs”)45,615  43,600  33,439  12,366  41,507  45,615  41,507  
Other real estate owned7,716  7,720  5,995  4,625  1,748  7,716  1,748  
Total NPAs$53,331  $51,320  $39,434  $16,991  $43,255  $53,331  $43,255  
Charge-offs:
Residential$—  $—  $—  $—  $(157) $—  $(157) 
Commercial(1,740) —  —  (8,101) (143) (1,740) (2,797) 
Consumer(57) (68) (48) (113) (30) (125) (104) 
Total charge-offs(1,797) (68) (48) (8,214) (330) (1,865) (3,058) 
Recoveries:
Residential—    —  54   62  
Commercial 29  135  71  10  36  20  
Consumer—  274   —  40  274  86  
Total recoveries 304  146  71  104  311  168  
Net charge-offs$(1,790) $236  $98  $(8,143) $(226) $(1,554) $(2,890) 
CECL transition adjustment$—  $39,137  $—  $—  $—  $39,137  $—  
Allowance for credit losses (“ACL”) at end of period$115,365  $100,983  $29,834  $26,243  $24,712  $115,365  $24,712  
Asset Quality Ratios:
NPAs to total assets0.62 %0.60 %0.50 %0.21 %0.54 %0.62 %0.54 %
NPLs to total LHI, excluding mortgage warehouse and PPP loans0.80  0.75  0.58  0.22  0.72  0.80  0.72  
ACL to total LHI, excluding mortgage warehouse and PPP loans2.01  1.73  0.52  0.46  0.43  2.01  0.43  
Net charge-offs to average loans outstanding0.03  —  —  0.14  —  0.03  0.05  
1 Accruing loans greater than 90 days past due exclude purchase credit deteriorated loans greater than 90 days past due that are accounted for on a pooled basis.




13


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 total 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 common shares outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is book value per common share.

We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in core deposit intangibles. 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:

 As of
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019
(Dollars in thousands, except per share data)
Tangible Common Equity   
Total stockholders' equity$1,163,749  $1,149,269  $1,190,797  $1,205,530  $1,205,293  
Adjustments:
Goodwill(370,840) (370,840) (370,840) (370,463) (370,221) 
Core deposit intangibles(62,661) (65,112) (67,563) (70,014) (72,465) 
Tangible common equity$730,248  $713,317  $752,394  $765,053  $762,607  
Common shares outstanding49,633  49,557  51,064  52,373  53,457  
Book value per common share$23.45  $23.19  $23.32  $23.02  $22.55  
Tangible book value per common share$14.71  $14.39  $14.73  $14.61  $14.27  





14


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 total stockholders’ 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 tangible 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 core deposit intangibles. 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:
 As of
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019
(Dollars in thousands)
Tangible Common Equity   
Total stockholders' equity$1,163,749  $1,149,269  $1,190,797  $1,205,530  $1,205,293  
Adjustments:
Goodwill(370,840) (370,840) (370,840) (370,463) (370,221) 
Core deposit intangibles(62,661) (65,112) (67,563) (70,014) (72,465) 
Tangible common equity$730,248  $713,317  $752,394  $765,053  $762,607  
Tangible Assets
Total assets$8,587,858  $8,531,624  $7,954,937  $7,962,883  $8,010,106  
Adjustments:
Goodwill(370,840) (370,840) (370,840) (370,463) (370,221) 
Core deposit intangibles(62,661) (65,112) (67,563) (70,014) (72,465) 
Tangible Assets$8,154,357  $8,095,672  $7,516,534  $7,522,406  $7,567,420  
Tangible Common Equity to Tangible Assets8.96 %8.81 %10.01 %10.17 %10.08 %


15


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 available for common stockholders adjusted for amortization of core deposit intangibles as net income, plus amortization of core deposit intangibles, less tax benefit at the statutory rate; (b) average tangible common equity as total average stockholders’ 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.

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 core deposit intangibles. Goodwill and core deposit intangibles have the effect of increasing total stockholders’ equity while not increasing our tangible common equity. This measure is particularly relevant to acquisitive institutions that may have higher balances in goodwill and core deposit intangibles 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 adjusted for amortization of core deposit intangibles, net of taxes to net income and presents our return on average tangible common equity:
 For the Three Months EndedFor the Six Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
(Dollars in thousands)
Net income available for common stockholders adjusted for amortization of core deposit intangibles
Net income$24,028  $4,134  $29,051  $27,405  $26,876  $28,162  $34,283  
Adjustments:       
Plus: Amortization of core deposit intangibles2,451  2,451  2,451  2,451  2,451  4,902  4,928  
Less: Tax benefit at the statutory rate515  515  515  515  515  1,030  1,035  
Net income available for common stockholders adjusted for amortization of core deposit intangibles$25,964  $6,070  $30,987  $29,341  $28,812  $32,034  $38,176  
       
Average Tangible Common Equity
Total average stockholders' equity$1,155,798  $1,183,116  $1,197,191  $1,210,147  $1,200,632  $1,142,626  $1,193,990  
Adjustments:    
Average goodwill(370,840) (370,840) (370,463) (370,224) (369,255) (370,840) (368,524) 
Average core deposit intangibles(64,151) (66,439) (68,913) (71,355) (73,875) (65,296) (75,293) 
Average tangible common equity$720,807  $745,837  $757,815  $768,568  $757,502  $706,490  $750,173  
Return on Average Tangible Common Equity (Annualized)14.49 %3.27 %16.22 %15.15 %15.26 %9.12 %10.26 %

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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, Pre-tax, Pre-Provision 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 plus loss(gain) on sale of securities available for sale, net, plus loss (gain) on sale of disposed branch assets, plus FHLB pre-payment fees, plus merger and acquisition expenses, less tax impact of adjustments, plus other merger and acquisition tax items, 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. 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 weighted average diluted shares outstanding. We calculate (d) operating return on average tangible common equity as operating earnings as described in clause (a), adjusted for the amortization of intangibles, divided by total average tangible common equity (average stockholders' equity less average goodwill and average core deposit intangibles, ((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 net income and pre-tax, pre-provision operating earnings and related metrics:
 For the Three Months EndedFor the Six Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
(Dollars in thousands)
Operating Earnings
Net income$24,028  $4,134  $29,051  $27,405  $26,876  $28,162  $34,283  
Plus: (Gain) loss on sale of securities available for sale, net(2,879) —  438  —  642  (2,879) 1,414  
Plus: Loss on sale of disposed branch assets1
—  —  —  —  359  —  359  
Plus: FHLB pre-payment fees1,561  —  —  —  —  1,561  —  
Plus: Merger and acquisition expenses—  —  918  1,035  5,431  —  36,648  
Operating pre-tax income
22,710  4,134  30,407  28,440  33,308  26,844  72,704  
Less: Tax impact of adjustments(277) —  (23) 217  1,351  (277) 8,068  
Plus: Other M&A tax items2
—  —  829  406  277  —  277  
Plus: Discrete tax adjustments3
(1,799) —  (965) —  —  (1,799) —  
Operating earnings$21,188  $4,134  $30,294  $28,629  $32,234  $25,322  $64,913  
Weighted average diluted shares outstanding49,727  51,056  52,263  53,873  54,929  50,383  54,929  
Diluted EPS$0.48  $0.08  $0.56  $0.51  $0.49  $0.56  $0.62  
Diluted operating EPS0.43  0.08  0.58  0.53  0.59  0.50  1.18  
1 Loss on sale of disposed branch assets for the three months ended June 30, 2019 is included in merger and acquisition expense in the condensed consolidated statements of income.
2 Other M&A tax items of $829 thousand, $406 thousand and $277 thousand recorded during the three months ended December 31, 2019, September 30, 2019 and June 30, 2019, respectively, relate to permanent tax expense recognized by the Company as a result of deduction limitations on compensation paid to covered employees in excess of the 162(m) limitation directly due to change-in-control payments made to covered employees in connection with the Green acquisition.
3 Discrete tax adjustments of $965 thousand were recorded during the fourth quarter of 2019 primarily due to the Company recording a net tax benefit of $1.6 million as a result of the Company settling an audit with the IRS. The Company released an uncertain tax position reserve that was assumed in the Green acquisition resulting in a $2.2 million tax benefit, offset by tax expense totaling $598 thousand that were recorded due to the Tax Cuts and Jobs Act rate change on deferred tax assets resulting from the IRS audit settlement. The net IRS settlement was offset by various discrete, non-recurring tax expenses totaling $0.6 million. A discrete tax benefit of $1,799 was recorded in the second quarter of 2020 as a result of the Company amending a prior year Green tax return to carry back a net operating loss ("NOL") incurred by Green on January 1, 2019. The Company was allowed to carry back this NOL as result of a provision in the CARES Act which permits NOLs generated in tax years 2018, 2019 or 2020 to be carried back five years.
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 For the Three Months EndedFor the Six Months Ended
June 30, 2020Mar 31, 2020Dec 31, 2019Sep 30, 2019June 30, 2019June 30, 2020June 30, 2019
(Dollars in thousands)
Pre-Tax, Pre-Provision Operating Earnings
Net income$24,028  $4,134  $29,051  $27,405  $26,876  $28,162  $34,283  
Plus: Provision (benefit) for income taxes3,987  (684) 8,168  7,595  7,369  3,303  9,358  
Pus: Provision for credit losses and unfunded commitments18,971  35,657  3,493  9,674  3,335  54,628  8,347  
Plus: (Gain) loss on sale of securities available for sale, net(2,879) —  438  —  642  (2,879) 1,414  
Plus: Loss on sale of disposed branch assets1
—  —  —  —  359  —  359  
Plus: FHLB pre-payment fees1,561  —  —  —  —  1,561  —  
Plus: Merger and acquisition expenses—  —  918  1,035  5,431  —  36,648  
Pre-tax, pre-provision operating earnings$45,668  $39,107  $42,068  $45,709  $44,012  $84,775  $90,409  
Average total assets$8,689,774  $8,125,782  $8,043,505  $8,009,377  $7,937,319  $8,380,947  $7,888,043  
Pre-tax, pre-provision operating return on average assets2
2.11 %1.94 %2.07 %2.26 %2.22 %2.03 %2.31 %
Average total assets$8,689,774  $8,125,782  $8,043,505  $8,009,377  $7,937,319  $8,380,947  $7,888,043  
Return on average assets2
1.11 %0.20 %1.43 %1.36 %1.36 %0.68 %0.88 %
Operating return on average assets2
0.98  0.20  1.49  1.42  1.63  0.61  1.66  
Operating earnings adjusted for amortization of core deposit intangibles
Operating earnings$21,188  $4,134  $30,294  $28,629  $32,234  $25,322  $64,913  
Adjustments:
Plus: Amortization of core deposit intangibles2,451  2,451  2,451  2,451  2,451  4,902  4,928  
Less: Tax benefit at the statutory rate515  515  515  515  515  1,030  1,035  
Operating earnings adjusted for amortization of core deposit intangibles$23,124  $6,070  $32,230  $30,565  $34,170  $29,194  $68,806  
Average Tangible Common Equity
Total average stockholders' equity$1,155,798  $1,183,116  $1,197,191  $1,210,147  $1,200,632  $1,142,626  $1,193,990  
Adjustments:     
Less: Average goodwill(370,840) (370,840) (370,463) (370,224) (369,255) (370,840) (368,524) 
Less: Average core deposit intangibles(64,151) (66,439) (68,913) (71,355) (73,875) (65,296) (75,293) 
Average tangible common equity$720,807  $745,837  $757,815  $768,568  $757,502  $706,490  $750,173  
Operating return on average tangible common equity2
12.90 %3.27 %16.87 %15.78 %18.09 %8.31 %18.50 %
Efficiency ratio46.02 %47.61 %47.12 %43.67 %51.49 %46.76 %67.28 %
Operating efficiency ratio45.74 %47.61 %45.67 %42.36 %43.66 %46.62 %43.60 %
1 Loss on sale of disposed branch assets for the three months ended June 30, 2019 is included in merger and acquisition expense in the condensed consolidated statements of income.
2 Annualized ratio.


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