Veritex (VBTX) - 2021 Q1 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements – (Unaudited) This section presents Veritex Holdings, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, income statements, comprehensive income, equity changes, and cash flows, with notes on accounting policies, financial instrument fair values, loan portfolios, derivatives, and capital requirements Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 (Unaudited) | December 31, 2020 | | :------------------------------------------------ | :--------------------------- | :------------------ | | ASSETS | | | | Total cash and cash equivalents | $468.03 | $230.83 | | Total investments | $1,165.09 | $1,142.39 | | Total loans held for investment, net | $6,864.91 | $6,678.41 | | Total assets | $9,237.51 | $8,820.87 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total deposits | $6,904.57 | $6,512.85 | | Total liabilities | $8,003.70 | $7,617.50 | | Total stockholders' equity | $1,233.81 | $1,203.38 | | Total liabilities and stockholders' equity | $9,237.51 | $8,820.87 | Condensed Consolidated Statements of Income Condensed Consolidated Statements of Income (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total interest and dividend income | $75.63 | $86.98 | | Total interest expense | $9.99 | $19.57 | | Net interest income | $65.64 | $67.41 | | Provision for credit losses | $0.00 | $31.78 | | Provision for credit losses on unfunded commitments | $(0.57) | $3.88 | | Net interest income after provision for credit losses | $66.21 | $31.75 | | Total noninterest income | $14.17 | $7.25 | | Total noninterest expense | $39.60 | $35.55 | | Income before income tax expense | $40.78 | $3.45 | | Income tax expense (benefit) | $8.99 | $(0.68) | | Net income | $31.79 | $4.13 | | Basic earnings per share | $0.64 | $0.08 | | Diluted earnings per share | $0.64 | $0.08 | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $31.79 | $4.13 | | Change in net unrealized gains (losses) on securities available-for-sale, net | $(19.44) | $28.49 | | Net unrealized gains on derivative instruments designated as cash flow hedges | $27.27 | $3.73 | | Other comprehensive income, before tax | $7.83 | $32.22 | | Income tax expense | $1.65 | $5.97 | | Other comprehensive income, net of tax | $6.19 | $26.25 | | Comprehensive income | $37.98 | $30.38 | Condensed Consolidated Statements of Changes in Stockholders' Equity Changes in Stockholders' Equity (Three Months Ended March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 | December 31, 2020 | | :-------------------------------- | :------------- | :---------------- | | Balance at beginning of period | $1,203.38 | $1,190.80 | | Net income | $31.79 | $4.13 | | Dividends paid | $(8.36) | $(8.73) | | Stock buyback | $(4.07) | $(49.56) | | Other comprehensive income | $6.19 | $26.25 | | Balance at end of period | $1,233.81 | $1,149.27 | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31, 2021 vs. 2020, in millions) | Cash Flow Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $83.22 | $39.73 | | Net cash used in investing activities | $(228.31) | $(403.13) | | Net cash provided by financing activities | $382.29 | $542.69 | | Net increase in cash and cash equivalents | $237.20 | $179.29 | | Cash and cash equivalents at end of period | $468.03 | $430.84 | Notes to Condensed Consolidated Financial Statements 1. Summary of Significant Accounting Policies - Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank, operate as a Texas state banking organization with 25 branches in Dallas-Fort Worth and 12 in Houston, plus one in Louisville, Kentucky, providing commercial and retail lending and deposit services[19][20] - The financial statements are unaudited, prepared in accordance with GAAP for interim financial information, and rely on management estimates and assumptions, with the company operating as one reportable segment (community banking)[22][23][24][25] Earnings Per Share (EPS) Reconciliation (Three Months Ended March 31, 2021 vs. 2020, in millions, except EPS) | Item | 2021 | 2020 | | :----------------------------------- | :----- | :----- | | Net income | $31.79 | $4.13 | | Weighted average shares outstanding for basic EPS | 49.39 thousand | 50.73 thousand | | Dilutive effect of employee stock-based awards | 0.60 thousand | 0.33 thousand | | Adjusted weighted average shares outstanding | 50.00 thousand | 51.06 thousand | | Basic EPS | $0.64 | $0.08 | | Diluted EPS | $0.64 | $0.08 | - Recent accounting pronouncements ASU 2019-12 and ASU 2020-08, effective January 1, 2021, did not significantly impact the financial statements, while ASU 2020-04, related to Reference Rate Reform (LIBOR), is currently being evaluated for its potential impact[28][29][30] 2. Supplemental Statement of Cash Flows Supplemental Cash Flow Information (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | | :------------------------------------------ | :------------------ | :------------------ | | Cash paid for interest | $7.60 | $18.49 | | Cash paid for income taxes | $0.02 | $2.33 | | Net foreclosure of other real estate owned and repossessed assets | $0.00 | $1.73 | 3. Share Transactions - The Company's Board authorized a Stock Buyback Program for up to $175 million, extended to December 31, 2021[32] Shares Repurchased Under Stock Buyback Program (Three Months Ended March 31, 2021 vs. 2020, in thousands of shares, except average price) | Period | Shares Repurchased | Average Price | | :-------------------------------- | :----------------- | :------------ | | Three months ended March 31, 2021 | 147.62 | $26.83 | | Three months ended March 31, 2020 | 2,002.21 | $24.78 | 4. Securities Equity Securities with Readily Determinable Fair Value (March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 | December 31, 2020 | | :---------------------------------------------------------------- | :------------- | :---------------- | | Fair value of equity securities | $11.16 | $11.36 | | Unrealized loss recognized in income (three months ended March 31) | $0.20 | $0.25 | - The Company held equity securities without readily determinable fair values, measured at cost, totaling $3.58 million as of March 31, 2021 and December 31, 2020[36] - Management evaluates available-for-sale debt securities in unrealized loss positions, concluding that losses are due to noncredit-related factors (e.g., interest rates) and no credit losses have been recognized, with the number of such securities increasing from 11 to 23 between December 31, 2020, and March 31, 2021[39][40] 5. Loans Held for Investment and Allowance for Credit Losses Loans Held for Investment (March 31, 2021 vs. December 31, 2020, in millions) | Loan Type | March 31, 2021 | December 31, 2020 | | :------------------------------------------------ | :------------- | :---------------- | | Total loans held for investment, carried at amortized cost | $6,565.38 | $6,427.92 | | PPP loans, carried at fair value | $407.35 | $358.04 | | Total loans held for investment, net | $6,864.91 | $6,678.41 | | Allowance for credit losses (ACL) | $(104.94) | $(105.08) | - The loan portfolio is geographically concentrated in the Dallas-Fort Worth metroplex and Houston metropolitan area, subjecting it to regional economic conditions, and management believes the ACL is adequate[45] - PPP loans, carried at fair value, totaled $407.35 million as of March 31, 2021, with the Company recognizing $6.62 million in PPP fee income and a net loss of $0.29 million from fair value changes during the three months ended March 31, 2021, and a majority of these loans are expected to be forgiven[46] Nonaccrual Loans by Class (March 31, 2021 vs. December 31, 2020, in millions) | Loan Class | March 31, 2021 | December 31, 2020 | | :-------------------------- | :------------- | :---------------- | | Commercial | $26.18 | $29.32 | | OOCRE | $5.78 | $6.27 | | NOOCRE | $37.13 | $40.83 | | 1 - 4 family residential | $3.28 | $3.31 | | Consumer | $1.22 | $1.37 | | Total Nonaccrual Loans | $73.59 | $81.10 | - Interest income not recognized on nonaccrual loans was $1.12 million for the three months ended March 31, 2021, significantly higher than $0.17 million for the same period in 2020[50] - Troubled Debt Restructurings (TDRs) totaled $28.77 million as of March 31, 2021, with one commercial loan totaling $0.24 million modified as a TDR during the three months ended March 31, 2021, and the Company also had $26.09 million in loans with remaining deferments under the CARES Act[52][54][57] 6. Fair Value Financial Assets Measured at Fair Value on a Recurring Basis (March 31, 2021, in millions) | Item | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | | :---------------------------------------------------- | :------------- | :------------- | :------------- | :--------------- | | Available for sale debt securities | $0.00 | $1,043.95 | $0.00 | $1,043.95 | | Equity securities with a readily determinable fair value | $11.16 | $0.00 | $0.00 | $11.16 | | PPP loans | $0.00 | $407.35 | $0.00 | $407.35 | | Loans held for sale | $0.00 | $7.63 | $0.00 | $7.63 | | Interest rate swap designated as hedging instruments | $0.00 | $1.84 | $0.00 | $1.84 | | Correspondent interest rate swaps not designated as hedging instruments | $0.00 | $1.31 | $0.00 | $1.31 | | Customer interest rate swaps not designated as hedging instruments | $0.00 | $5.55 | $0.00 | $5.55 | Financial Liabilities Measured at Fair Value on a Recurring Basis (March 31, 2021, in millions) | Item | Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | | :---------------------------------------------------- | :------------- | :------------- | :------------- | :--------------- | | Interest rate swap designated as hedging instruments | $0.00 | $2.12 | $0.00 | $2.12 | | Correspondent interest rate swaps not designated as hedging instruments | $0.00 | $5.84 | $0.00 | $5.84 | | Customer interest rate swaps not designated as hedging instruments | $0.00 | $1.25 | $0.00 | $1.25 | - There were no transfers between Level 2 and Level 3 fair value measurements during the three months ended March 31, 2021 and 2020[72] Assets Measured at Fair Value on a Non-Recurring Basis (March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 (Fair Value) | December 31, 2020 (Fair Value) | | :------------------------------------ | :-------------------------- | :--------------------------- | | Collateral dependent loans with an ACL | $8.99 | $2.39 | | Servicing assets with a valuation allowance | $2.74 | $2.98 | 7. Derivative Financial Instruments - The Company uses derivatives to manage market risk (interest rate, credit) and assist customers, with some designated as hedging instruments and others for customer accommodation[78] Derivatives Designated as Hedging Instruments (March 31, 2021 vs. December 31, 2020, in millions) | Item | Notional Amount (Mar 31, 2021) | Asset Derivative (Mar 31, 2021) | Liability Derivative (Mar 31, 2021) | Notional Amount (Dec 31, 2020) | Asset Derivative (Dec 31, 2020) | Liability Derivative (Dec 31, 2020) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------------------- | | Interest rate swap on borrowing advances | $0.00 | $0.00 | $0.00 | $500.00 | $17.54 | $0.00 | | Interest rate swap on money market deposit account payments | $250.00 | $1.84 | $0.00 | $250.00 | $0.00 | $2.26 | | Interest rate swap on customer loan interest payments | $375.00 | $0.00 | $2.12 | $0.00 | $0.00 | $0.00 | | Total | $625.00 | $1.84 | $2.12 | $750.00 | $17.54 | $2.26 | - A $500 million notional interest rate swap hedging forecasted borrowings was terminated on February 24, 2021, resulting in a pre-tax gain of $43.9 million to be accreted over 10 years starting March 2022[85] Derivatives Not Designated as Hedging Instruments (March 31, 2021 vs. December 31, 2020, in millions) | Item | Notional Amount (Mar 31, 2021) | Asset Derivative (Mar 31, 2021) | Liability Derivative (Mar 31, 2021) | Notional Amount (Dec 31, 2020) | Asset Derivative (Dec 31, 2020) | Liability Derivative (Dec 31, 2020) | | :------------------------------------------------ | :----------------------------- | :------------------------------ | :-------------------------------- | :----------------------------- | :------------------------------ | :-------------------------------- | | Financial institution counterparty interest rate swaps | $236.55 | $1.31 | $5.84 | $303.92 | $0.00 | $11.67 | | Financial institution counterparty interest rate caps and collars | $41.92 | $0.00 | $0.00 | $41.92 | $0.00 | $0.00 | | Commercial customer counterparty interest rate swaps | $236.55 | $5.55 | $1.25 | $303.92 | $10.94 | $0.00 | | Commercial customer counterparty interest rate caps and collars | $41.92 | $0.00 | $0.00 | $41.92 | $0.00 | $0.00 | | Total | $556.93 | $6.86 | $7.09 | $691.67 | $10.94 | $11.67 | 8. Off-Balance Sheet Loan Commitments Off-Balance Sheet Financial Instruments (March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 | December 31, 2020 | | :------------------------------------ | :------------- | :---------------- | | Commitments to extend credit | $3,075.95 | $2,743.57 | | MW commitments | $353.88 | $354.60 | | Standby and commercial letters of credit | $50.24 | $44.43 | | Total | $3,480.08 | $3,142.60 | - The Company's exposure to credit loss from these instruments is represented by their contractual amount, with credit policies for these commitments consistent with on-balance sheet instruments[94] Allowance for Unfunded Commitment Credit Losses (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | | :---------------------------------------------------- | :----- | :----- | | Beginning balance for allowance for credit losses on unfunded commitments | $10.75 | $0.88 | | Provision for credit losses on unfunded commitments | $(0.57) | $3.88 | | Ending balance of allowance for credit losses on unfunded commitments | $10.18 | $5.60 | 9. Stock-Based Awards - No stock compensation expense was recognized under the 2010 Incentive Plan for the three months ended March 31, 2021 and 2020; unrecognized compensation expense for the 2019 Amended Plan (options, RSUs, PSUs) was $16.26 million as of March 31, 2021, to be recognized over 1.38 to 2.51 years, and for the Veritex (Green) 2014 Plan, unrecognized compensation expense was $2.93 million as of March 31, 2021, to be recognized over 0.91 to 1.92 years[99][104][106][108][109] Stock Compensation Expense (Three Months Ended March 31, 2021 vs. 2020, in millions) | Plan | 2021 | 2020 | | :------------------ | :----- | :----- | | 2019 Amended Plan | $1.98 | $1.49 | | Veritex (Green) 2014 Plan | $0.50 | $0.47 | - During the three months ended March 31, 2021, the Company granted non-performance-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) under the 2019 Amended Plan and the Veritex (Green) 2014 Plan, with PSUs granted in February 2021 subject to service, performance, and market conditions[100][101] 10. Income Taxes Income Tax Expense and Effective Tax Rate (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | | :-------------------------------- | :----- | :------- | | Income tax expense (benefit) | $8.99 | $(0.68) | | Effective tax rate | 22.1% | (19.8)% | - For Q1 2021, the effective tax rate was 22.1%, including a net discrete tax expense of $0.27 million ($0.43 million true-up of deferred tax liability offset by $0.15 million excess tax benefit from share-based awards), with the rate being 21.4% excluding this[112] - For Q1 2020, the effective tax rate was (19.8)%, primarily due to a net discrete tax benefit of $1.39 million from excess tax benefit on share-based awards, with the rate being 22.1% excluding this[113] 11. Legal Contingencies - Management believes there are no current legal claims that would have a material adverse effect on the Company's financial position, liquidity, or results of operations[114] 12. Capital Requirements and Restrictions on Retained Earnings - The Company and the Bank have elected to use the Community Bank Leverage Ratio (CBLR) framework, with a minimum of 9%, and the CARES Act temporarily reduced the CBLR to 8% until December 31, 2020, with a graduated transition back to 9% by January 1, 2022[117] - As of March 31, 2021, and December 31, 2020, the Company's and the Bank's capital ratios exceeded the levels required to be categorized as 'well capitalized' even if not operating under the CBLR framework[119] - The Company elected to utilize the five-year CECL transition option, delaying the impact of CECL on regulatory capital for two years (through 2021), followed by a three-year phase-in period (2022-2024)[120][122] Bank Dividends Paid to Holdco (Three Months Ended March 31, 2021 vs. 2020, in millions) | Period | Dividends Paid by Bank to Holdco | | :-------------------------------- | :----------------------------- | | Three months ended March 31, 2021 | $8.44 | | Three months ended March 31, 2020 | $25.00 | 13. Subsequent Events - On April 27, 2021, the Bank announced a definitive agreement to acquire a 49% interest in Thrive Mortgage, LLC for $53.9 million in cash, with the investment expected to close in mid-2021, subject to regulatory approvals[124] - Thrive Mortgage, LLC is a Georgetown, Texas-based leader in digital home financing, operating in multiple states including Texas, Ohio, and Kentucky[125] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the Company's financial condition and results, covering key performance drivers, COVID-19 impacts, net interest income, noninterest income and expense, loan quality, liquidity, capital, and forward-looking statements Overview - Veritex Holdings, Inc. is a Texas state banking organization, operating through Veritex Community Bank, providing commercial banking products and services to small to medium-sized businesses and professionals, with its primary market including the Dallas-Fort Worth metroplex and Houston metropolitan area[129] - The business operates as one reportable segment (community banking), generating revenue primarily from interest income on loans and securities, customer service and loan fees, and gains on sale of government-guaranteed and mortgage loans[130] - Net interest margin is a key performance indicator, influenced by market interest rates, governmental monetary policies, and the volume and types of interest-earning assets and liabilities[130][131] Recent Developments - The COVID-19 pandemic has created significant uncertainty and disruption, leading the Company to increase liquidity and reserves, supported by a strong capital position, and implement operational response plans to protect customers and employees[132][133][134] - The Company processed PPP loan applications under the CARES Act and subsequent legislation, funding approximately 2,557 clients totaling $407.4 million in PPP loans as of March 31, 2021, with most of these loans expected to be forgiven[135][136] - A loan deferment program was implemented, providing temporary payment relief, with 12 loan modifications totaling $4.8 million qualifying for temporary suspension of TDR requirements under the CARES Act in Q1 2021, and $19.6 million in loans having remaining deferments as of April 30, 2021[137] - The COVID-19 pandemic materially impacted the allowance for credit losses (ACL) in 2020 due to changes in Texas economic forecasts, and while no COVID-19 related charge-offs have occurred, worsening economic conditions could lead to increased ACL and credit loss expense[139] - Fee income and interest income could be reduced due to fee waivers and payment deferrals for affected customers, with the extent of this impact recognized as potentially significant[140][141] - The Company maintains sufficient capital and liquidity, with access to the PPPLF (not utilized as of March 31, 2021) and stable wholesale funding markets, though deterioration in capital or large deposit withdrawals could increase reliance on more volatile funding[142][143] Results of Operations Key Financial Results (Three Months Ended March 31, 2021 vs. 2020, in millions, except EPS) | Metric | 2021 | 2020 | Change ($) | Change (%) | | :---------------------- | :------- | :----- | :--------- | :--------- | | Net income | $31.8 | $4.1 | $27.7 | 668.9% | | Basic EPS | $0.64 | $0.08 | $0.56 | 700.0% | | Diluted EPS | $0.64 | $0.08 | $0.56 | 700.0% | Net Interest Income and Margin (Three Months Ended March 31, 2021 vs. 2020, in millions, except percentages) | Metric | 2021 | 2020 | Change | | :------------------ | :------- | :------- | :----- | | Net interest income | $65.6 | $67.4 | $(1.8) | | Net interest margin | 3.22% | 3.67% | (45 bps) | | Net interest spread | 2.99% | 3.27% | (28 bps) | | Average cost of interest-bearing deposits | 0.45% | 1.37% | (92 bps) | | Average rate paid on interest-bearing liabilities | 0.72% | 1.47% | (75 bps) | - The decrease in net interest income was primarily due to a $10.5 million decrease in loan interest income and a $1.2 million increase in subordinated debt interest expense, partially offset by decreases in deposit interest expenses[147] Provision for Credit Losses (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | Change ($) | Change (%) | | :------------------------------------ | :----- | :------- | :--------- | :--------- | | Provision for credit losses | $0.0 | $31.8 | $(31.8) | (100.0)% | | Provision for unfunded commitments | $(0.57) | $3.9 | $(4.5) | (115.4)% | - The decreased provision for credit losses was mainly due to improved Texas economic forecasts used in the CECL model, reflecting a more positive outlook compared to the initial COVID-19 impact in Q1 2020[154] Noninterest Income (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | Change ($) | Change (%) | | :-------------------------------- | :------- | :----- | :--------- | :--------- | | Total noninterest income | $14.2 | $7.2 | $6.9 | 95.6% | | Government guaranteed loan income, net | $6.55 | $0.44 | $6.11 | 1391.6% | | Loan fees | $1.34 | $0.85 | $0.50 | 58.7% | | Gain on sales of mortgage loans | $0.51 | $0.14 | $0.37 | 257.0% | - The significant increase in noninterest income was primarily driven by higher fees earned on PPP loans and the impact of the fair value option election on these loans[156] Noninterest Expense (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | Change ($) | Change (%) | | :-------------------------- | :------- | :------- | :--------- | :--------- | | Total noninterest expense | $39.6 | $35.5 | $4.1 | 11.4% | | Salaries and employee benefits | $22.93 | $18.87 | $4.06 | 21.5% | | Professional and regulatory fees | $3.44 | $2.20 | $1.25 | 56.7% | | Other noninterest expense | $3.03 | $4.02 | $(0.99) | (24.7)% | - The increase in salaries and employee benefits was due to higher accrued bonuses ($1.9 million), lender incentives ($1.2 million), and stock-based compensation ($0.49 million), while professional and regulatory fees rose due to increased legal/professional fees and FDIC assessment fees[159][160] Income Tax Expense (Three Months Ended March 31, 2021 vs. 2020, in millions) | Item | 2021 | 2020 | Change ($) | | :----------------------- | :------- | :------- | :--------- | | Income tax expense (benefit) | $9.0 | $(0.68) | $9.7 | | Effective tax rate | 22.1% | (19.8)% | | - The increase in income tax expense was primarily due to a $0.43 million true-up of a deferred tax liability, partially offset by a $0.15 million excess tax benefit from share-based payment awards[163] Financial Condition - Total assets increased by $416.6 million (4.7%) to $9.2 billion as of March 31, 2021, from $8.8 billion at December 31, 2020, driven by loan growth and the PPP loan portfolio[164] Loan Portfolio Growth (March 31, 2021 vs. December 31, 2020, in millions) | Metric | March 31, 2021 | December 31, 2020 | Change ($) | Change (%) | | :------------------------------------------------ | :------------- | :---------------- | :--------- | :--------- | | Total loans held for investment, excluding ACL | $7,000.0 | $6,815.2 | $184.8 | 2.7% | | Loans held for sale | $19.9 | $21.4 | $(1.5) | (7.0)% | Loan Portfolio Composition (March 31, 2021, in millions) | Loan Type | Total | Percent of Total | | :------------------------------------------ | :------------------ | :--------------- | | Commercial | $1,632.04 | 24.9% | | Mortgage Warehouse (MW) | $599.00 | 9.1% | | Owner Occupied CRE (OOCRE) | $733.31 | 11.2% | | Non-owner Occupied CRE (NOOCRE) | $1,970.95 | 30.0% | | Construction and land | $723.44 | 11.0% | | 1-4 family residential | $492.61 | 7.5% | | Multifamily | $386.84 | 5.9% | | Consumer | $12.43 | 0.2% | | Total loans held for investment, amortized cost | $6,565.38 | 100.0% | | PPP loans, fair value | $407.35 | N/A | Nonperforming Assets (March 31, 2021 vs. December 31, 2020, in millions) | Item | March 31, 2021 | December 31, 2020 | | :------------------------------------ | :------------- | :---------------- | | Nonaccrual loans | $73.59 | $81.10 | | Accruing loans 90 or more days past due | $9.09 | $3.66 | | Total nonperforming loans | $82.69 | $84.76 | | Total nonperforming assets | $85.06 | $87.09 | | Ratio of nonperforming loans to total loans | 1.39% | 1.46% | | Ratio of nonperforming assets to total assets | 0.92% | 0.99% | - The Allowance for Credit Losses (ACL) decreased by $0.15 million to $104.9 million at March 31, 2021, primarily due to net charge-offs and improved Texas economic forecasts, offset by increases for net loan growth and specific reserves[177] Debt Securities Portfolio (March 31, 2021 vs. December 31, 2020, in billions, except percentages) | Metric | March 31, 2021 | December 31, 2020 | Change ($) | Change (%) | | :------------------------------------ | :------------- | :---------------- | :--------- | :--------- | | Carrying amount of debt securities | $1.1 | $1.1 | $22.7 | 2.1% | | Debt securities as % of total assets | 11.7% | 12.0% | (0.3 pp) | | - The increase in debt securities was due to $84.2 million in purchases and $19.4 million in net unrealized gains, partially offset by $41.3 million in maturities, calls, and paydowns[183] Total Deposits (March 31, 2021 vs. December 31, 2020, in billions) | Metric | March 31, 2021 | December 31, 2020 | Change ($) | Change (%) | | :------------------------------------ | :------------- | :---------------- | :--------- | :--------- | | Total deposits | $6.9 | $6.5 | $391.7 | 6.0% | | Interest-bearing transaction and savings deposits increase | $231.2 | N/A | N/A | N/A | | Certificates and other time deposits increase | $85.9 | N/A | N/A | N/A | | Noninterest-bearing demand deposits increase | $74.6 | N/A | N/A | N/A | - FHLB advances outstanding remained at $777.7 million for both periods, with a weighted average interest rate of 0.94% for Q1 2021, and available borrowing capacity from FHLB was $638.9 million at March 31, 2021[189] - No borrowings were outstanding under the Federal Reserve Bank of Dallas arrangement, which had $454.0 million available based on collateral values at March 31, 2021[190] Liquidity and Capital Resources - Liquidity needs are primarily met by core deposits, wholesale borrowings, and security/loan maturities, with the Company maintaining five lines of credit totaling $175.0 million (unused) and $409.4 million available from the PPPLF (unused)[193][194] Funding Sources Mix (Three Months Ended March 31, 2021) | Source of Funds | Percentage of Average Total Assets | | :-------------------------- | :------------------------------- | | Noninterest-bearing deposits | 23.1% | | Interest-bearing deposits | 34.0% | | Certificates and other time deposits | 16.9% | | Advances from FHLB | 8.7% | | Other borrowings | 3.0% | | Other liabilities | 0.6% | | Stockholders' equity | 13.7% | | Total | 100.0% | Cash Flow Summary (Three Months Ended March 31, 2021 vs. 2020, in millions) | Cash Flow Activity | 2021 | 2020 | | :--------------------------------- | :------- | :------- | | Net cash provided by operating activities | $83.22 | $39.73 | | Net cash used in investing activities | $(228.31) | $(403.13) | | Net cash provided by financing activities | $382.29 | $542.69 | | Net change in cash and cash equivalents | $237.20 | $179.29 | - Operating cash flow increased by $43.5 million, primarily due to $43.9 million from derivative termination and a $10.5 million decrease in loans held for sale originations; investing cash flow decreased by $174.8 million, mainly from reduced purchases of debt securities and net loan originations; financing cash flow decreased by $160.4 million, largely due to a $700.0 million decrease in FHLB advances, partially offset by a $485.8 million increase in deposits[200][201][202] Share Repurchases (Three Months Ended March 31, 2021 vs. 2020, in thousands of shares, except average price) | Period | Shares Repurchased | Average Price | | :-------------------------------- | :----------------- | :------------ | | Three months ended March 31, 2021 | 147.62 | $26.83 | | Three months ended March 31, 2020 | 2,002.21 | $24.78 | Stockholders' Equity Changes (March 31, 2021 vs. December 31, 2020, in billions) | Metric | March 31, 2021 | December 31, 2020 | Change ($) | Change (%) | | :------------------------------------ | :------------- | :---------------- | :--------- | :--------- | | Total stockholders' equity | $1.23 | $1.20 | $30.4 | 2.5% | | Net income contribution | $31.8 | N/A | N/A | N/A | | Other comprehensive income contribution | $6.2 | N/A | N/A | N/A | | Stock buybacks | $(4.1) | N/A | N/A | N/A | | Dividends paid | $(8.4) | N/A | N/A | N/A | - The Company and the Bank were in compliance with all applicable regulatory capital requirements and the Bank was classified as 'well capitalized' as of March 31, 2021 and December 31, 2020[208] Regulatory Capital Ratios (March 31, 2021) | Ratio | Company | Bank | | :------------------------------------ | :-------- | :------- | | Total capital (to risk-weighted assets) | 13.38% | 11.89% | | Tier 1 capital (to risk-weighted assets) | 9.61% | 10.89% | | Common equity tier 1 (to risk-weighted assets) | 9.27% | 10.89% | | Tier 1 capital (to average assets) | 9.50% | 10.76% | - Off-balance sheet items include $3.1 billion in commitments to extend credit, $353.9 million in mortgage warehouse commitments, and $50.2 million in standby and commercial letters of credit as of March 31, 2021[214] Impact of Inflation - The Company's assets and liabilities are primarily monetary, making interest rates a more significant factor in performance than general inflation, and while interest rates may not move in tandem with goods/services prices, other operating expenses do reflect inflation[218][219] Subsequent Events - On April 27, 2021, the Bank announced an agreement to acquire a 49% interest in Thrive Mortgage, LLC for $53.9 million in cash, expected to close mid-2021[220] LIBOR Transition - Most LIBOR term rates will cease publication by June 30, 2023, and the Company has approximately $1.4 billion of LIBOR-indexed loans maturing after 2021, posing financial, operational, legal, reputational, and compliance risks[222] - The Alternative Reference Rates Committee (ARRC) has proposed SOFR as an alternative, and New York legislation provides for SOFR substitution in LIBOR-based contracts without clear fallback language, with the Company monitoring the transition and evaluating risks[223][224] Critical Accounting Policies - Key critical accounting policies include loans and allowance for loan losses, business combinations, investment securities, and loans held for sale, with no significant changes since December 31, 2020, except for updates in Note 1[225] Special Cautionary Notice Regarding Forward-Looking Statements - This section contains forward-looking statements based on assumptions, expectations, and projections, subject to known and unknown risks and uncertainties that may cause actual results to differ materially[226] - Key risk factors include concentration in Texas, uncertain market conditions (especially due to COVID-19), potential loan losses, changes in interest rates, ability to implement growth strategy, and regulatory compliance[226][227] - The Company undertakes no obligation to publicly revise any forward-looking statements unless required by law[227] Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company's market risk, primarily interest rate volatility, and its management strategies are discussed, including the Asset-Liability Committee's role and simulation models for assessing interest rate changes on net interest income and equity - The primary market risk is interest rate volatility, impacting income, expense, and market value of assets/liabilities, with the objective to minimize risk while maximizing income[228][229] - Interest rate risk is managed by the Asset-Liability Committee, which structures the balance sheet and uses an interest rate risk simulation model and shock analysis, and the Company does not use leveraged derivatives for risk reduction, only for customer accommodation[230][231][232] - Internal policy limits estimated net income at risk for a one-year period to not decline by more than 5.0% for a 100 basis point shift, 10.0% for a 200 basis point shift, and 15.0% for a 300 basis point shift in the yield curve[233] Simulated Change in Net Interest Income and Fair Value of Equity (12-Month Horizon, March 31, 2021) | Change in Interest Rates (Basis Points) | Percent Change in Net Interest Income | Percent Change in Fair Value of Equity | | :-------------------------------------- | :------------------------------------ | :------------------------------------- | | +300 | 15.98% | 9.97% | | +200 | 10.33% | 7.49% | | +100 | 4.77% | 4.34% | | Base | —% | —% | | −100 | (2.26)% | (9.09)% | Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated and deemed disclosure controls and procedures effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Company's disclosure controls and procedures were evaluated and deemed effective as of March 31, 2021, despite an untimely but eventually filed Form 8-K, which management believes did not affect overall effectiveness[236] - No material changes occurred in the Company's internal control over financial reporting during the quarter ended March 31, 2021[237] PART II — OTHER INFORMATION Item 1. Legal Proceedings The Company is involved in various ordinary course legal actions, with management assessing a remote likelihood of material adverse effects on financial position, liquidity, or results of operations - The Company is subject to claims and litigation in the ordinary course of business, including allegations of regulatory violations, competition law, labor laws, consumer protection, intellectual property, securities, breach of contract, and tort[239] - Management believes that it is remote that any adverse outcome from these proceedings would have a material effect on the Company's financial position, liquidity, or results of operations[240] Item 1A. Risk Factors This section refers investors to risk factors from the Annual Report on Form 10-K for December 31, 2020, noting no material changes since that filing - Investors should consider risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020[241] - There have been no material changes to the previously disclosed risk factors[242] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's stock buyback program, including its aggregate authorization, extension, and repurchases made during the first quarter of 2021 - The Stock Buyback Program, authorized for up to $175 million, was extended to December 31, 2021, with shares eligible for repurchase in the open market or privately[243] Stock Buyback Program Activity (Three Months Ended March 31, 2021, in millions, except shares and average price) | Period | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value Remaining | | :------------------------------------ | :--------------------- | :--------------------------- | :----------------------------- | | January 1, 2021 - January 31, 2021 | 25,865 | $25.40 | $22.23 | | February 1, 2021 - February 28, 2021 | 121,757 | $27.14 | $18.92 | | March 1, 2021 - March 31, 2021 | — | — | $18.92 | | Total | 147,622 | $26.83 | $18.92 | Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[244] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable[245] Item 5. Other Information The Company reported no other information for this period - No other information was reported[246] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including agreements, bylaws, employment agreements, certifications, and XBRL data - Exhibits include the Agreement and Plan of Reorganization, Third Amended and Restated Bylaws, Executive Employment Agreements, Certifications (Sarbanes-Oxley Act), and Inline XBRL data[247] SIGNATURES SIGNATURES The report was duly signed by C. Malcolm Holland, III (Chairman and CEO) and Terry S. Earley (CFO) on behalf of Veritex Holdings, Inc. on May 6, 2021 - The report was signed by C. Malcolm Holland, III (Chairman and CEO) and Terry S. Earley (CFO) on May 6, 2021[250]