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8-K - 8-K - National Bank Holdings Corpform8-kxq32014earningsrele.htm


Exhibit 99.1

National Bank Holdings Corporation Announces Third Quarter 2014 Financial Results

Greenwood Village, Colorado - (PR Newswire) – National Bank Holdings Corporation (NYSE: NBHC) reported net income of $3.3 million, or $0.08 per diluted share, for the third quarter of 2014, compared to net income of $2.1 million, or $0.05 per diluted share, for the second quarter of 2014 and $0.9 million, or $0.02 per diluted share, for the third quarter of 2013. For the first nine months of 2014, net income totaled $6.9 million, or $0.16 per diluted share, compared to net income of $5.9 million, or $0.11 per diluted share, during the first nine months of 2013.

In announcing these results, Chairman, President and Chief Executive Officer Tim Laney said, "We had another solid quarter of strong loan production and banking fee income growth, coupled with excellent credit quality and effective expense management. Our focus on relationship building with small and mid-sized businesses and consumers has translated into a 26.6% annualized increase in our strategic loan portfolio during the third quarter."

Mr. Laney added, "During the third quarter, we completed the $50 million share repurchase program that we announced in July with the repurchase of another 2.8 million shares, or 6.5% of our outstanding shares. Since early 2013, we have repurchased 12.5 million shares, or 23.9% of shares outstanding, at a weighted average price of $19.73. This week, we announced another $50 million share repurchase authorization, which will give us the flexibility to continue to use share repurchases as a mechanism for capital management."

Brian Lilly, Chief Financial Officer, added, “We are very pleased with our results for the quarter. We continue to believe that it is important to evaluate the progress of building our company by analyzing the financial results that are expected to emerge over time by excluding the impact of the FDIC indemnification asset amortization, FDIC loss-share income, the large expense related to OREO and problem loan workouts, the impacts of the change in the warrant liability and the banking center closure related charges that were incurred in the third quarter of 2013, which can be seen in our non-GAAP reconciliation on page 15. These items negatively impacted the third quarter by a net $0.09 per diluted share. The largest impact came from a negative $0.09 per diluted share non-cash write-down of the FDIC indemnification asset related to better performance of the covered assets. The net impact of these items may fluctuate on a quarterly basis, but is expected to decrease over time in connection with the expiration of the FDIC loss-sharing agreements over the next couple of years and the decreasing problem asset workout expenses. The additional net $0.09 per diluted share would have resulted in an adjusted net income of $0.17 per diluted share and an adjusted return on average tangible assets of 0.65%. Comparing the first nine months of 2014 to 2013, on the same adjusted basis, the adjusted return on average tangible assets increased eight basis points to 0.62%.  This analysis provides better clarity to the emerging profitability and the progress toward reaching our goal of 1% return on average tangible assets.”

Third Quarter 2014 Highlights
Grew the strategic loan portfolio by $120.7 million, or 26.6% annualized, driven by $203.3 million in originations.
Successfully exited $37.2 million, or 51.2% annualized, of the remaining non-strategic loan portfolio, decreasing the balance to just $251.2 million at September 30, 2014.
Added a net $11.4 million to accretable yield for the acquired loans accounted for under ASC 310-30. The favorable results of the quarterly re-yielding also caused a $9.0 million increase in the future non-cash amortization of the FDIC indemnification asset that will be recognized primarily over the next five quarters.
Credit quality remained strong, as annualized net charge-offs in the non 310-30 portfolio were 0.11% of average non 310-30 loans.

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Average demand deposits increased 13.4% annualized, time deposits decreased 6.1% and the cost of deposits remained flat.
Net interest income totaled $41.9 million, a $0.5 million decrease from the prior quarter primarily attributable to a $1.0 million decline in interest income on ASC 310-30 loans during the quarter, driven by lower balances in this portfolio.
Banking fees increased $0.3 million, or 4.5%, and was broadly distributed across fee income categories.
Non-interest expenses decreased $1.9 million, or 4.7%, from the prior quarter. Problem loan/OREO workout expenses totaled $1.9 million, decreasing $0.6 million from the prior quarter.
Repurchased 2.8 million shares during the third quarter, or 6.5% of outstanding shares. Since early 2013, 12.5 million shares have been repurchased, or 23.9% of outstanding shares, at a weighted average price of $19.73.
At September 30, 2014, tangible common book value per share was $18.49 before consideration of the excess accretable yield value of $0.85 per share.

Third Quarter 2014 Results
(All comparisons refer to the second quarter of 2014, except as noted)

Net Interest Income
Net interest income totaled $41.9 million for the third quarter of 2014, a $0.5 million decrease from the prior quarter as the net interest margin narrowed eight basis points to 3.75% from the prior quarter of 3.83% (fully taxable equivalent) while the interest earning assets remained flat at $4.5 billion. The stability of the interest earning assets resulted from the continued strategy of remixing the originated loans with the reductions in non-strategic loans and the run-off of the investment securities portfolios. The net interest margin narrowing of eight basis points was driven by a nine basis point decrease in the yield on earning assets to 4.07% from 4.16% in the prior quarter. The lower yield was primarily driven by a decrease in the average balances of high-yielding ASC 310-30 ("310-30") loans, which yielded 16.83% during the quarter.

Loans
Total loans grew $83.5 million during the third quarter, or 15.9% annualized, ending at $2.2 billion. Strategic loans totaled $1.9 billion at September 30, 2014 and grew $120.7 million during the quarter, or 26.6% annualized. Included in strategic loans outstanding are $1.6 billion in originated balances, which increased $141.9 million, or 38.6% annualized, over the prior quarter. Loan originations totaled $203.3 million and decreased $63.5 million, or 23.8%, from the record high in the prior quarter and increased $11.6 million, or 6.1%, over the third quarter of 2013. Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships decreased $37.2 million during the quarter, or 51.2% annualized, to $251.2 million, as adversely rated and other non-strategic relationships paid off or paid down. Strategic loans include all originated loans in addition to those acquired loans inside our operating markets that meet our credit risk profile. Identification as strategic for acquired loans was made at the time of acquisition. Criteria utilized in the designation of an acquired loan as “strategic” include (a) geography, (b) total relationship with borrower and (c) credit metrics commensurate with our underwriting standards.

Asset Quality and Provision for Loan Losses
Purchased troubled loans accounted for under 310-30 totaled $320.6 million at September 30, 2014 and decreased $37.7 million during the third quarter, an annualized decrease of 41.7%, reflecting workout efforts on these purchased loans. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $11.4 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 loans. This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $171.3 million.

Non 310-30 loans totaled $1.9 billion and represented 85.2% of total loans at September 30, 2014. These loans are comprised of originated loans and acquired loans not accounted for under 310-30. Net charge-offs within the non 310-30 portfolio remained low at 0.11% annualized, which reflects the conservative underwriting within this portfolio. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDR's) decreased to $18.9 million at quarter end, representing 1.02% of total non 310-30 loans, compared to 1.18% at June 30, 2014. A provision for loan losses on the non 310-30 loans of $1.7 million was recorded during the third quarter of 2014 on the non 310-30 loans, consistent with the prior quarter.

OREO ended the quarter at $45.9 million, decreasing $10.0 million, primarily due to sales during the quarter. Of the $45.9 million of OREO at September 30, 2014, $30.1 million, or 65.7%, were covered by loss-sharing agreements with the FDIC.

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Deposits
Transaction deposits (defined as total deposits less time deposits) and client repurchase agreements averaged $2.5 billion during the third quarter, increasing $11.4 million, or 1.8% annualized, on the strength of a $23.3 million, or 13.4% annualized, increase in average demand deposits. Total deposits and client repurchase agreements averaged $3.9 billion during the third quarter, decreasing $10.8 million, or 1.1% annualized. Additionally, the average cost of total deposits remained unchanged from the prior quarter at 0.37%. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements and at September 30, 2014, these client fundings comprised 97.6% of total liabilities.

Non-Interest Income
Banking related non-interest income (excludes FDIC-related non-interest income, gain on previously charged-off acquired loans and OREO related income) totaled $7.9 million during the third quarter of 2014 and increased $0.3 million, or 4.5%, compared to the prior quarter. The increase was primarily the result of a $0.3 million increase across service charges, bank card fees and gains on sale of mortgages.

FDIC-related non-interest income totaled a negative $7.2 million for the quarter and was $0.6 million more negative than the prior quarter primarily due to a $0.3 million increase in amortization of the FDIC indemnification asset. As of September 30, 2014, the FDIC indemnification asset was $44.4 million, comprised of $26.5 million in projected future FDIC loss-share billings and $17.9 million representing increased client cash flows. Our current projection for the $17.9 million portion of the FDIC indemnification asset related to increased client cash flows is that $7.1 million will be amortized in the fourth quarter of 2014 and $9.7 million will be amortized in 2015. The benefit of the increased client cash flows is primarily captured in the 310-30 accretable yield over the remaining life of the loans as most of the FDIC covered assets are accounted for in the 310-30 loan pools.

"We have had continued success in our workout efforts of the purchased troubled loan portfolio," said Brian Lilly. "While this means higher returns on the covered loans, it also means lower reimbursements are expected to be received from the FDIC. This translates into additional non-cash write-downs of the FDIC indemnification asset receivable. In the third quarter, this receivable write-down was $6.3 million, or $0.09 per diluted share. While we expect that the FDIC-related non-interest income will continue to fluctuate and be a reflection of our workout efforts, our current expectation is that the non-cash write-down of the FDIC indemnification asset receivable will be approximately $0.10 per diluted share in the fourth quarter of 2014."

Non-Interest Expense
Non-interest expense totaled $38.0 million during the third quarter of 2014, decreasing $1.9 million from the previous quarter. Operating expenses totaled $37.4 million, problem loan/OREO expenses added $1.9 million and the change in the warrant liability benefited the quarter by $1.3 million. Operating expenses decreased $0.6 million, driven by a $1.0 million decrease in marketing and business development expenses related to the timing of marketing campaigns and was partially offset by a $0.6 million increase in salaries and employee benefits that was primarily attributable to an extra business day in the third quarter.

OREO and problem loan expenses totaled $1.9 million and decreased $0.6 million from the prior quarter. The decrease was attributable to a $1.2 million increase in gains on the sale of OREO during the quarter, partially offset by a $0.7 million increase in OREO and problem loan expenses. OREO and problem loan expenses are expected to continue to fluctuate quarterly as we resolve the acquired problem asset portfolio.

Income tax expense totaled $0.7 million during the third quarter, an effective tax rate of 16.9% of pre-tax earnings. The lower effective tax rate was driven by a non-taxable reduction in the fair value of the warrant liability, continued increases in tax-exempt lending and a reduction in our state tax rate associated with tax planning implemented during the third quarter.

Capital
Capital ratios continue to be strong and well in excess of federal bank regulatory agency “well capitalized” thresholds. Shareholders’ equity totaled $809.0 million at September 30, 2014 and decreased $55.0 million from the prior quarter, primarily due to the repurchase of 2,774,863 shares in addition to a $3.2 million decrease in accumulated other comprehensive income, net of tax,

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which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio. The shares repurchased during the quarter represented a 6.5% reduction in shares outstanding.

Tangible common book value per share at September 30, 2014 was $18.49, compared to $18.53 at June 30, 2014, and the tangible common equity to tangible assets ratio decreased 90 basis points to 15.54% at September 30, 2014. Both changes were primarily driven by the share repurchases.

A common convention in the industry is to add the value of the accretable yield to the tangible book value per share. The value of the September 30, 2014 accretable yield balance on the 310-30 loans of $113.1 million would add $1.73 after-tax to the tangible book value per share. A more conservative methodology, that management uses, values the excess yield and then considers the timing of the accreted interest income recognition. Under this more conservative methodology, we first net the accretable yield on 310-30 loans and the amortization of the FDIC indemnification asset and then calculate the excess above a 4.5% yield (an approximate yield on new loan originations), and finally discount the amounts at 5%. The result would add $0.85 after-tax to our tangible book value per share as of September 30, 2014.
Year-Over-Year Review
(All comparisons refer to the first nine months of 2013)

Net income for the first nine months of 2014 was $6.9 million, or $0.16 per diluted share, compared to net income of $5.9 million for the first nine months of 2013, or $0.11 per diluted share.  Net interest income totaled $127.7 million during the first nine months of 2014 and decreased $7.7 million, or 5.7%, from the first nine months of 2013. Average interest earning assets decreased $276.4 million, or 5.8%, from the first nine months of the prior year, largely due to the successful repurchase of 5.1 million shares and a reduction in the investment portfolio. The decrease in interest earning assets was partially offset by a two basis point widening of the net interest margin to 3.84% from 3.82% (fully taxable equivalent). The continued resolution of the acquired non-strategic loan portfolio was complemented by strong organic growth in the strategic loan portfolio, with the run-off of the investment securities portfolio providing the additional loan funding for the re-mixing of the interest-earning assets. A two basis point decrease in the yield on interest earning assets was more than offset by a five basis point decrease in the cost of interest bearing liabilities, resulting in two basis point widening of the net interest margin to 3.84%.
Loan balances as of September 30, 2014 totaled $2.2 billion and increased $428.6 million, or 24.6%, since September 30, 2013. Strategic loans increased $590.6 million since September 30, 2013, a 44.4% increase, on the strength of loan originations. Loan originations during the first nine months of 2014 totaled $687.0 million, increasing 46.2% over the same period in 2013 as a result of continued market penetration. Non-strategic loans declined $162.0 million from a year ago, a 39.2% decrease, as a result of the continued workout progress that has been made on exiting acquired problem loans.
Average transaction deposits and client repurchase agreements totaled $2.5 billion during the first nine months of 2014 compared to 2013 and increased $26.9 million and were led by a $36.9 million increase in average demand deposits. Total deposits and client repurchase agreements averaged $3.9 billion during the first nine months of 2014, decreasing $164.9 million from the prior year. The decrease was primarily due to a $191.9 million decline in average time deposits as we continued to focus our deposit base on clients who were interested in market-rate time deposits and in developing a banking relationship, coupled with the California banking center and limited-service retirement center exits on December 31, 2013. The mix of transaction deposits to total deposits improved to 63.2% at September 30, 2014 from 61.2% at September 30, 2013. Additionally, the average cost of total deposits declined five basis points to 0.37% in the first nine months of 2014 from 0.42% during the first nine months of 2013.
Provision for loan loss expense was $4.9 million during the first nine months of 2014, compared to $3.5 million during the first nine months of 2013, an increase of $1.5 million. The increase in provision was primarily due to loan growth as credit quality remained strong and total net charge-offs were significantly lower at 0.06% of average loans during the first nine months of 2014 compared to 0.58% during the first nine months of 2013.
Non-interest income was $3.4 million in the first nine months of 2014 compared to $17.8 million during the same period of 2013, a decrease of $14.4 million. The decrease was largely due to $8.0 million of additional non-cash FDIC indemnification asset amortization due to better performance of the underlying covered assets and a $5.8 million decline in other FDIC loss-sharing

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income from the same period in 2013 due to lower problem loan and OREO expenses on covered assets. Banking fees of $22.3 million during the first nine months of 2014 were flat compared to the same period in 2013.
Non-interest expense totaled $116.9 million in the first nine months of 2014 compared to $139.7 million during the same period of 2013, a decrease of $22.9 million, or 16.4%. Operating expenses of $112.9 million during the nine months ended September 30, 2014 decreased $11.2 million from the same period of 2013. The 9.1% year-over-year decrease in operating expense was primarily due to lower salaries and benefits of $7.1 million in addition to decreases in most other non-interest expense categories, as a result of efficiency initiatives. OREO and problem loan expenses declined $5.4 million as the volume of problem assets has steadily declined as a result of successful workout efforts on the acquired problem asset portfolio. The third quarter of 2013 included $3.4 million of expenses related to banking center closures. The change in the warrant liability contributed $2.9 million to the year-over-year decline.
Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, October 24, 2014. Interested parties may listen to this call by dialing (877) 272-6762 (United States)/(615) 800-6832 (International) using the Conference ID of 3618811 and asking for the National Bank Holdings Corporation Third Quarter Earnings conference call. A telephonic replay of the call will be available beginning approximately two hours after the call’s completion through November 7, 2014, by dialing (855) 859-2056 (United States)/(404) 537-3406 (International) using the Conference ID of 3618811. The earnings release and an on-line replay of the call will also be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

About Non-GAAP Financial Measures
Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “return on average tangible common equity,” “tangible common book value,” “tangible common book value per share,” “tangible common equity,” "tangible common equity to tangible assets," "fully taxable equivalent" metrics, "adjusted net income," "adjusted basic earnings per share," "adjusted diluted earnings per share," and "adjusted return on average tangible assets," are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. In particular, the items that we exclude in our adjustments are not necessarily consistent with the items that our peers may exclude from their results of operations and key financial measures and therefore may limit the comparability of similarly named financial measures and ratios. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.


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About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality customer service and committed to shareholder results. National Bank Holdings Corporation operates a network of 97 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company’s subsidiary, NBH Bank, N.A., it operates under the following brand names: Bank Midwest in Kansas and Missouri, Community Banks of Colorado in Colorado and Hillcrest Bank in Texas. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), as supplemented from time to time in our periodic reports filed with the SEC, and the following additional factors: ability to execute our business strategy; business and economic conditions; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in consumer spending, borrowings and savings habits; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services; the Company’s continued ability to attract and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future loan reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; political instability, acts of war or terrorism and natural disasters; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

Contact:
Analysts/Institutional Investors: Brian Lilly, Chief Financial Officer, (720) 529-3315, blilly@nationalbankholdings.com
Media: Whitney Bartelli, SVP Director of Marketing, (816) 298-2203, whitney.bartelli@nbhbank.com

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NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
FINANCIAL SUMMARY
 
 
 
 
 
 
 
 
 
Consolidated Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2014
 
2014
 
2013
 
2014
 
2013
Total interest and dividend income
$
45,492

 
$
46,005

 
$
49,522

 
$
138,382

 
$
148,098

Total interest expense
3,597

 
3,582

 
4,007

 
10,717

 
12,727

Net interest income before provision for loan losses
41,895

 
42,423

 
45,515

 
127,665

 
135,371

Provision for loan losses on 310-30 loans
(191
)
 
(90
)
 
(313
)
 
(335
)
 
999

Provision for loan losses on non 310-30 loans
1,706

 
1,750

 
750

 
5,279

 
2,525

Net interest income after provision for loan losses
40,380

 
40,763

 
45,078

 
122,721

 
131,847

Non-interest income:
 
 
 
 
 
 
 
 
 
FDIC indemnification asset amortization
(6,252
)
 
(5,959
)
 
(4,208
)
 
(19,819
)
 
(11,843
)
Other FDIC loss-sharing (expense) income
(943
)
 
(649
)
 
(1,191
)
 
(2,549
)
 
3,278

Service charges
4,148

 
3,870

 
4,334

 
11,558

 
11,944

Bank card fees
2,615

 
2,559

 
2,482

 
7,548

 
7,509

Gain on sale of mortgages, net
264

 
202

 
345

 
674

 
1,125

Gain on previously charged-off acquired loans
147

 
232

 
224

 
675

 
1,118

OREO related write-ups and other income
799

 
1,010

 
727

 
2,777

 
2,713

Other non-interest income
836

 
896

 
625

 
2,557

 
1,969

Total non-interest income
1,614

 
2,161

 
3,338

 
3,421

 
17,813

Non-interest expense:
 
 
 
 
 
 
 
 
 
Salaries and benefits
21,058

 
20,428

 
22,639

 
62,260

 
69,363

Occupancy and equipment
6,155

 
6,209

 
6,556

 
18,838

 
18,391

Professional fees
854

 
688

 
791

 
2,180

 
3,045

Other non-interest expense
7,973

 
9,290

 
9,868

 
25,639

 
29,356

(Gain) loss from the change in fair value of warrant liability
(1,256
)
 
(580
)
 
441

 
(2,734
)
 
138

Intangible asset amortization
1,336

 
1,336

 
1,336

 
4,008

 
4,009

Other real estate owned expenses
594

 
1,402

 
459

 
3,629

 
7,675

Problem loan expenses
1,267

 
1,082

 
1,134

 
3,034

 
4,361

Banking center closure related expenses

 

 
3,389

 

 
3,389

Total non-interest expense
37,981

 
39,855

 
46,613

 
116,854

 
139,727

Income before income taxes
4,013

 
3,069

 
1,803

 
9,288

 
9,933

Income tax expense
676

 
940

 
856

 
2,391

 
4,006

Net income
$
3,337

 
$
2,129

 
$
947

 
$
6,897

 
$
5,927

Income per share - basic
$
0.08

 
$
0.05

 
$
0.02

 
$
0.16

 
$
0.11

Income per share - diluted
$
0.08

 
$
0.05

 
$
0.02

 
$
0.16

 
$
0.11



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NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
Consolidated Statements of Condition (Unaudited)
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
December 31, 2013
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
118,659

 
$
173,059

 
$
349,244

 
$
189,460

Securities purchased under agreements to resell

 

 
75,000

 

Investment securities available-for-sale
1,553,641

 
1,647,196

 
1,889,962

 
1,785,528

Investment securities held-to-maturity
557,464

 
588,382

 
664,717

 
641,907

Non-marketable securities
21,640

 
21,654

 
31,725

 
31,663

Loans receivable, net
2,171,372

 
2,087,831

 
1,742,813

 
1,854,094

Allowance for loan losses
(16,591
)
 
(15,572
)
 
(11,419
)
 
(12,521
)
Loans, net
2,154,781

 
2,072,259

 
1,731,394

 
1,841,573

Loans held for sale
5,252

 
4,144

 
5,265

 
5,787

FDIC indemnification asset, net
44,413

 
51,409

 
58,086

 
64,447

Other real estate owned
45,885

 
55,443

 
70,753

 
70,125

Premises and equipment, net
108,100

 
109,994

 
117,285

 
115,219

Goodwill
59,630

 
59,630

 
59,630

 
59,630

Intangible assets, net
18,220

 
19,556

 
23,566

 
22,229

Other assets
125,122

 
77,460

 
85,342

 
86,547

Total assets
$
4,812,807

 
$
4,880,186

 
$
5,161,969

 
$
4,914,115

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Non-interest bearing demand deposits
$
724,186

 
$
719,248

 
$
689,405

 
$
674,989

Interest bearing demand deposits
369,917

 
384,160

 
430,123

 
386,762

Savings and money market
1,307,285

 
1,324,880

 
1,297,585

 
1,280,871

Total transaction deposits
2,401,388

 
2,428,288

 
2,417,113

 
2,342,622

Time deposits
1,396,070

 
1,428,045

 
1,534,390

 
1,495,687

Total deposits
3,797,458

 
3,856,333

 
3,951,503

 
3,838,309

Securities sold under agreements to repurchase
109,946

 
85,432

 
116,471

 
99,547

Other liabilities
96,441

 
74,488

 
62,745

 
78,467

Total liabilities
4,003,845

 
4,016,253

 
4,130,719

 
4,016,323

Shareholders' equity:
 
 
 
 
 
 
 
Common stock
512

 
512

 
512

 
512

Additional paid in capital
992,587

 
991,440

 
989,614

 
990,216

Retained earnings
40,197

 
39,019

 
41,266

 
39,966

Treasury stock
(226,230
)
 
(172,114
)
 

 
(126,146
)
Accumulated other comprehensive income (loss), net of tax
1,896

 
5,076

 
(142
)
 
(6,756
)
Total shareholders' equity
808,962

 
863,933

 
1,031,250

 
897,792

Total liabilities and shareholders' equity
$
4,812,807

 
$
4,880,186

 
$
5,161,969

 
$
4,914,115

SHARE DATA
 
 
 
 
 
 
 
Average basic shares outstanding
41,837,485

 
43,868,164

 
51,454,200

 
47,378,400

Average diluted shares outstanding
41,841,685

 
43,880,263

 
51,501,980

 
47,494,341

Ending shares outstanding
39,862,824

 
42,637,687

 
51,213,044

 
44,918,336

Common book value per share
$
20.29

 
$
20.26

 
$
20.14

 
$
19.99

Tangible common book value per share (1)
$
18.49

 
$
18.53

 
$
18.60

 
$
18.27

Tangible common book value per share, excluding accumulated other comprehensive income (loss) (1)
$
18.44

 
$
18.41

 
$
18.60

 
$
18.42

CAPITAL RATIOS
 
 
 
 
 
 
 
Average equity to average assets
17.50
%
 
18.14
%
 
19.97
%
 
19.02
%
Tangible common equity to tangible assets (1)
15.54
%
 
16.44
%
 
18.74
%
 
16.97
%
Leverage ratio
15.23
%
 
16.20
%
 
18.54
%
 
16.63
%
(1) Represents a non-GAAP financial measure. See non-GAAP reconciliation on page 15.

8




NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
Loan Portfolio Update
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounting Treatment and Loss-Share Coverage Period End Loan Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total Loans
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total Loans
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total Loans
Commercial
$
37,665

 
$
717,507

 
$
755,172

 
$
45,844

 
$
641,134

 
$
686,978

 
$
68,250

 
$
272,114

 
$
340,364

Agriculture
20,071

 
142,801

 
162,872

 
22,652

 
137,488

 
160,140

 
37,882

 
117,464

 
155,346

Commercial real estate
213,871

 
380,445

 
594,316

 
238,771

 
352,066

 
590,837

 
325,701

 
288,752

 
614,453

Residential real estate
43,979

 
579,420

 
623,399

 
45,472

 
571,565

 
617,037

 
72,409

 
523,160

 
595,569

Consumer
5,007

 
30,606

 
35,613

 
5,538

 
27,301

 
32,839

 
8,768

 
28,313

 
37,081

Total
$
320,593

 
$
1,850,779

 
$
2,171,372

 
$
358,277

 
$
1,729,554

 
$
2,087,831

 
$
513,010

 
$
1,229,803

 
$
1,742,813

Covered
$
183,486

 
$
35,982

 
$
219,468

 
$
216,559

 
$
46,298

 
$
262,857

 
$
309,380

 
$
56,966

 
$
366,346

Non-covered
137,107

 
1,814,797

 
1,951,904

 
141,718

 
1,683,256

 
1,824,974

 
203,630

 
1,172,837

 
1,376,467

Total
$
320,593

 
$
1,850,779

 
$
2,171,372

 
$
358,277


$
1,729,554

 
$
2,087,831

 
$
513,010

 
$
1,229,803

 
$
1,742,813

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategic/Non-Strategic Period-End Loan Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
Commercial
$
707,999

 
$
47,173

 
$
755,172

 
$
627,588

 
$
59,390

 
$
686,978

 
$
262,384

 
$
77,980

 
$
340,364

Agriculture
160,851

 
2,021

 
162,872

 
156,760

 
3,380

 
160,140

 
144,784

 
10,562

 
155,346

Owner-occupied commercial real estate
144,223

 
19,988

 
164,211

 
139,892

 
24,530

 
164,422

 
80,738

 
8,279

 
89,017

Commercial real estate
273,949

 
156,156

 
430,105

 
252,298

 
174,117

 
426,415

 
245,941

 
279,495

 
525,436

Residential real estate
599,523

 
23,876

 
623,399

 
592,239

 
24,798

 
617,037

 
561,770

 
33,799

 
595,569

Consumer
33,640

 
1,973

 
35,613

 
30,676

 
2,163

 
32,839

 
34,002

 
3,079

 
37,081

Total
$
1,920,185

 
$
251,187

 
$
2,171,372

 
$
1,799,453

 
$
288,378

 
$
2,087,831

 
$
1,329,619


$
413,194


$
1,742,813


Originations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Third
 
Second
 
First
 
Fourth
 
Third
 
quarter
 
quarter
 
quarter
 
quarter
 
quarter
 
2014
 
2014
 
2014
 
2013
 
2013
Commercial
$
110,083

 
$
133,671

 
$
130,096

 
$
159,931

 
$
80,833

Agriculture
7,014

 
10,288

 
4,959

 
23,610

 
5,689

Owner-occupied commercial real estate
10,293

 
28,803

 
21,002

 
6,380

 
21,226

Commercial real estate
33,817

 
45,903

 
29,633

 
14,579

 
28,855

Residential real estate
35,404

 
44,539

 
27,812

 
36,113

 
51,749

Consumer
6,678

 
3,556

 
3,461

 
3,594

 
3,326

Total
$
203,289

 
$
266,760

 
$
216,963

 
$
244,207

 
$
191,678


9



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
 
 
 
Three months ended
September 30, 2014
 
Three months ended
June 30, 2014
 
Three months ended
September 30, 2013
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
341,405

 
$
14,368

 
16.83
%
 
$
387,817

 
$
15,378

 
15.86
%
 
$
554,750

 
$
19,603

 
14.14
%
Non 310-30 loans(1)(2)(3)(4)
1,767,106

 
19,266

 
4.33
%
 
1,632,234

 
17,896

 
4.40
%
 
1,149,312

 
15,725

 
5.43
%
Investment securities available-for-sale
1,614,621

 
7,693

 
1.91
%
 
1,702,665

 
8,274

 
1.94
%
 
1,983,108

 
8,851

 
1.79
%
Investment securities held-to-maturity
575,289

 
4,056

 
2.82
%
 
604,827

 
4,332

 
2.86
%
 
648,799

 
4,688

 
2.89
%
Other securities
21,649

 
245

 
4.53
%
 
23,214

 
270

 
4.65
%
 
31,754

 
388

 
4.89
%
Interest earning deposits and securities purchased under agreements to resell
133,752

 
95

 
0.28
%
 
111,141

 
75

 
0.27
%
 
379,537

 
267

 
0.28
%
Total interest earning assets(4)
$
4,453,822

 
$
45,723

 
4.07
%
 
$
4,461,898

 
$
46,225

 
4.16
%
 
$
4,747,260

 
$
49,522

 
4.14
%
Cash and due from banks
57,056

 
 
 
 
 
58,054

 
 
 
 
 
60,410

 
 
 
 
Other assets
360,532

 
 
 
 
 
376,477

 
 
 
 
 
402,496

 
 
 
 
Allowance for loan losses
(16,601
)
 
 
 
 
 
(14,783
)
 
 
 
 
 
(11,668
)
 
 
 
 
Total assets
$
4,854,809

 
 
 
 
 
$
4,881,646

 
 
 
 
 
$
5,198,498

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,689,692

 
$
1,092

 
0.26
%
 
$
1,722,111

 
$
1,099

 
0.26
%
 
$
1,744,705

 
$
1,085

 
0.25
%
Time deposits
1,412,916

 
2,471

 
0.69
%
 
1,435,155

 
2,457

 
0.69
%
 
1,561,552

 
2,880

 
0.73
%
Securities sold under agreements to repurchase
104,020

 
34

 
0.13
%
 
83,514

 
26

 
0.12
%
 
120,654

 
42

 
0.14
%
Total interest bearing liabilities
$
3,206,628

 
$
3,597

 
0.44
%
 
$
3,240,780

 
$
3,582

 
0.44
%
 
$
3,426,911

 
$
4,007

 
0.46
%
Demand deposits
715,198

 
 
 
 
 
691,851

 
 
 
 
 
668,400

 
 
 
 
Other liabilities
83,632

 
 
 
 
 
63,588

 
 
 
 
 
65,219

 
 
 
 
Total liabilities
4,005,458

 
 
 
 
 
3,996,219

 
 
 
 
 
4,160,530

 
 
 
 
Shareholders' equity
849,351

 
 
 
 
 
885,427

 
 
 
 
 
1,037,968

 
 
 
 
Total liabilities and shareholders' equity
$
4,854,809

 
 
 
 
 
$
4,881,646

 
 
 
 
 
$
5,198,498

 
 
 
 
Net interest income
 
 
$
42,126

 
 
 
 
 
$
42,643

 
 
 
 
 
$
45,515

 
 
Interest rate spread
 
 
 
 
3.63
%
 
 
 
 
 
3.72
%
 
 
 
 
 
3.68
%
Net interest earning assets
$
1,247,194

 
 
 
 
 
$
1,221,118

 
 
 
 
 
$
1,320,349

 
 
 
 
Net interest margin(4)
 
 
 
 
3.75
%
 
 
 
 
 
3.83
%
 
 
 
 
 
3.80
%
Ratio of average interest earning assets to average interest bearing liabilities
138.89
%
 
 
 
 
 
137.68
%
 
 
 
 
 
138.53
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)
Includes originated loans with average balances of $1.5 billion, $1.3 billion and $769.6 million, and interest income of $15.4 million, $13.5 million and $8.7 million, with yields of 4.07%, 4.02% and 4.48% for the three months ended September 30, 2014, June 30, 2014 and September 30, 2013, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during the three months ended September 30, 2014, June 30, 2014 and September 30, 2013 were $3.8 million, $2.5 million and $6.1 million, and interest income was $81 thousand, $57 thousand and $101 thousand for the same periods, respectively.
(4)
Presented on a fully taxable equivalent basis using the statutory tax rate of 35%. The tax equivalent adjustments included above are $231 thousand, $220 thousand and $0 for the three months ended September 30, 2014, June 30, 2014 and September 30, 2013, respectively.


10



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
 
 
 
For the nine months ended September 30, 2014
 
For the nine months ended September 30, 2013
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
384,215

 
$
46,646

 
16.19
%
 
$
669,623

 
$
59,616

 
11.87
%
Non 310-30 loans(1)(2)(3)(4)
1,627,720

 
53,668

 
4.41
%
 
1,074,396

 
46,167

 
5.75
%
Investment securities available-for-sale
1,698,404

 
24,614

 
1.93
%
 
1,980,048

 
26,574

 
1.79
%
Investment securities held-to-maturity
603,459

 
12,909

 
2.85
%
 
578,413

 
13,809

 
3.18
%
Other securities
25,470

 
904

 
4.73
%
 
32,282

 
1,170

 
4.83
%
Interest earning deposits and securities purchased under agreements to resell
125,095

 
251

 
0.27
%
 
406,029

 
762

 
0.25
%
Total interest earning assets(4)
$
4,464,363

 
$
138,992

 
4.16
%
 
$
4,740,791

 
$
148,098

 
4.18
%
Cash and due from banks
58,009

 
 
 
 
 
60,909

 
 
 
 
Other assets
374,372

 
 
 
 
 
440,709

 
 
 
 
Allowance for loan losses
(14,854
)
 
 
 
 
 
(12,930
)
 
 
 
 
Total assets
$
4,881,890

 
 
 
 
 
$
5,229,479

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,709,382

 
$
3,248

 
0.25
%
 
$
1,736,981

 
$
3,240

 
0.25
%
Time deposits
1,437,209

 
7,377

 
0.69
%
 
1,629,059

 
9,407

 
0.77
%
Securities sold under agreements to repurchase
94,027

 
92

 
0.13
%
 
76,391

 
80

 
0.14
%
Total interest bearing liabilities
$
3,240,618

 
$
10,717

 
0.44
%
 
$
3,442,431

 
$
12,727

 
0.49
%
Demand deposits
691,529

 
 
 
 
 
654,625

 
 
 
 
Other liabilities
71,510

 
 
 
 
 
65,053

 
 
 
 
Total liabilities
4,003,657

 
 
 
 
 
4,162,109

 
 
 
 
Shareholders' equity
878,233

 
 
 
 
 
1,067,370

 
 
 
 
Total liabilities and shareholders' equity
$
4,881,890

 
 
 
 
 
$
5,229,479

 
 
 
 
Net interest income
 
 
$
128,275

 
 
 
 
 
$
135,371

 
 
Interest rate spread
 
 
 
 
3.72
%
 
 
 
 
 
3.69
%
Net interest earning assets
$
1,223,745

 
 
 
 
 
$
1,298,360

 
 
 
 
Net interest margin(4)
 
 
 
 
3.84
%
 
 
 
 
 
3.82
%
Ratio of average interest earning assets to average interest bearing liabilities
137.76
%
 
 
 
 
 
137.72
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
(2)
Includes originated loans with average balances of $1.3 billion and $653.7 million, and interest income of $41.0 million and $22.8 million, with yields of 4.08% and 4.67% for the nine months ended September 30, 2014 and 2013, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during the nine months ended September 30, 2014 and 2013 were $2.9 million and $6.2 million, and interest income was $184 thousand and $262 thousand for the same periods, respectively.
(4)
Presented on a fully taxable equivalent basis using the statutory tax rate of 35%. The tax equivalent adjustments included above are $610 thousand and $0 for the nine months ended September 30, 2014 and 2013, respectively.


11



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Allowance For Loan Losses Analysis (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of and for the three months ended:
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
ASC 310-30
 
Non 310-30
 
Total
 
ASC 310-30
 
Non 310-30
 
Total
 
ASC 310-30
 
Non 310-30
 
Total
Beginning allowance for loan losses
$
1,098

 
$
14,474

 
$
15,572

 
$
1,224

 
$
12,748

 
$
13,972

 
$
2,195

 
$
9,652

 
$
11,847

Net charge-offs

 
(496
)
 
(496
)
 
(36
)
 
(24
)
 
(60
)
 
(278
)
 
(587
)
 
(865
)
Provision (recoupment)/expense
(191
)
 
1,706

 
1,515

 
(90
)
 
1,750

 
1,660

 
(313
)
 
750

 
437

Ending allowance for loan losses
$
907

 
$
15,684

 
$
16,591

 
$
1,098

 
$
14,474

 
$
15,572

 
$
1,604

 
$
9,815

 
$
11,419

Ratio of annualized net charge-offs to average total loans during the period, respectively
0.00
%
 
0.11
%
 
0.09
%
 
0.04
%
 
0.01
%
 
0.01
%
 
0.20
%
 
0.20
%
 
0.20
%
Ratio of allowance for loan losses to total loans outstanding at period end, respectively
0.28
%
 
0.85
%
 
0.76
%
 
0.31
%
 
0.84
%
 
0.75
%
 
0.31
%
 
0.80
%
 
0.66
%
Ratio of allowance for loan losses to total non-performing loans at period end, respectively
0.00
%
 
82.83
%
 
87.62
%
 
0.00
%
 
71.19
%
 
76.59
%
 
9.52
%
 
70.14
%

37.01
%
Total loans
$
320,593

 
$
1,850,779

 
$
2,171,372

 
$
358,277

 
$
1,729,554

 
$
2,087,831

 
$
513,010

 
$
1,229,803

 
$
1,742,813

Average total loans during the period
$
341,405

 
$
1,763,279

 
$
2,104,684

 
$
387,817

 
$
1,629,773

 
$
2,017,590

 
$
554,750

 
$
1,143,223

 
$
1,697,973

Total non-performing loans(2)
$

 
$
18,936

 
$
18,936

 
$

 
$
20,332

 
$
20,332

 
$
16,857

 
$
13,994

 
$
30,851

Past Due Loans(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total
 
ASC 310-30 Loans
 
Non 310-30 Loans
 
Total
Non-accrual loans
$

 
$
15,272

 
$
15,272

 
$

 
$
16,878

 
$
16,878

 
$
16,857

 
$
6,373

 
$
23,230

Restructured loans on non-accrual

 
3,664

 
3,664

 

 
3,454

 
3,454

 

 
7,621

 
7,621

Loans 30-89 days past due and still accruing interest
30,761

 
5,452

 
36,213

 
5,402

 
4,267

 
9,669

 
27,900

 
2,247

 
30,147

Loans 90 days past due and still accruing interest
42,930

 
225

 
43,155

 
44,450

 
317

 
44,767

 
62,324

 
169

 
62,493

Total past due and non-accrual loans
$
73,691

 
$
24,613

 
$
98,304

 
$
49,852

 
$
24,916

 
$
74,768

 
$
107,081

 
$
16,410

 
$
123,491

Total 90 days past due and still accruing interest and non-accrual loans to total loans, respectively
13.39
%
 
1.04
%
 
2.86
%
 
12.41
%
 
1.19
%
 
3.12
%
 
15.43
%
 
1.15
%
 
5.36
%
Total non-accrual loans to total loans, respectively
0.00
%
 
1.02
%
 
0.87
%
 
0.00
%
 
1.18
%
 
0.97
%
 
3.29
%
 
1.14
%
 
1.77
%
% of total past due and non-accrual loans that carry fair value marks
100.00
%
 
27.68
%
 
81.89
%
 
100.00
%
 
27.44
%
 
75.82
%
 
100.00
%
 
38.65
%
 
91.85
%
% of total past due and non-accrual loans that are covered by FDIC loss sharing agreements, respectively
84.23
%
 
6.55
%
 
64.78
%
 
75.52
%
 
8.63
%
 
53.23
%
 
82.56
%
 
16.10
%
 
73.73
%

12



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Data (Covered/Non-covered)(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
Non-accrual loans
$
15,124

 
$
147

 
$
15,271

 
$
16,405

 
$
472

 
$
16,877

 
$
5,644

 
$
17,586

 
$
23,230

Restructured loans on non-accrual
2,272

 
1,393

 
3,665

 
1,846

 
1,609

 
3,455

 
5,947

 
1,674

 
7,621

Total non-performing loans(2)
17,396


1,540


18,936


18,251


2,081


20,332

 
11,591

 
19,260

 
30,851

OREO
15,753

 
30,132

 
45,885

 
24,690

 
30,753

 
55,443

 
26,671

 
44,082

 
70,753

Other repossessed assets
869

 
20

 
889

 
884

 
160

 
1,044

 
784

 
481

 
1,265

Total non-performing assets
$
34,018


$
31,692

 
$
65,710

 
$
43,825

 
$
32,994

 
$
76,819

 
$
39,046


$
63,823


$
102,869

Loans 90 days or more past due and still accruing interest
$
225

 
$

 
$
225

 
$
317

 
$

 
$
317

 
$
169

 
$

 
$
169

Accruing restructured loans(3)
15,758

 
9,277

 
25,035

 
15,847

 
7,855

 
23,702

 
8,286

 
6,004

 
14,290

Allowance for loan losses
 
 
 
 
16,591

 
 
 
 
 
15,572

 
 
 
 
 
11,419

Total non-performing loans to total non-covered, total covered, and total loans, respectively
0.89
%
 
0.70
%
 
0.87
%
 
1.00
%
 
0.79
%
 
0.97
%
 
0.84
%
 
5.26
%
 
1.77
%
Loans 90 days or more past due and still accruing interest to total non-covered loans, total covered loans, and total loans, respectively
0.01
%
 
0.00
%
 
0.01
%
 
0.02
%
 
0.00
%
 
0.02
%
 
0.01
%
 
0.00
%
 
0.01
%
Total non-performing assets to total assets
 
 
 
 
1.37
%
 
 
 
 
 
1.57
%
 
 
 
 
 
1.99
%
Allowance for loan losses to non-performing loans
 
 
 
 
87.62
%
 
 
 
 
 
76.59
%
 
 
 
 
 
37.01
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Loans accounted for under ASC 310-30 may be considered performing, regardless of past due status, if the timing and expected cash flows on these loans can be reasonably estimated and if collection of the new carrying value is expected.
 
 
 
 
 
 
(2) Non-performing loans were redefined during the third quarter of 2014 to only include non-accrual loans and restructured loans on non-accrual. All previous periods have been restated.
 
 
 
 
 
 
(3) Includes restructured loans less than 90 days past due and still accruing interest.
 
 
 
 
 
 
 
 
 
 

Changes in Accretable Yield:
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
Life-to-date
 
 
 
September 30, 2014
 
June 30,
2014
 
September 30,
2013
 
September 30, 2014
Accretable yield at beginning of period
$
116,095

 
$
119,298

 
$
128,542

 
$

Additions through acquisitions

 

 

 
214,994

Reclassification from non-accretable difference to accretable yield
11,736

 
12,494

 
17,626

 
217,078

Reclassification to non-accretable difference from accretable yield
(355
)
 
(319
)
 
(2,479
)
 
(21,288
)
Accretion
(14,368
)
 
(15,378
)
 
(19,603
)
 
(297,676
)
Accretable yield at end of period
$
113,108

 
$
116,095

 
$
124,086

 
$
113,108


13



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
As of and for the
three months ended
 
As of and for the
 nine months ended
 
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Key Ratios(1)
 
 
 
 
 
 
 
 
 
Return on average assets
0.27
%
 
0.17
%
 
0.07
%
 
0.19
%
 
0.15
%
Return on average tangible assets(2)
0.34
%
 
0.25
%
 
0.14
%
 
0.26
%
 
0.22
%
Return on average equity
1.56
%
 
0.96
%
 
0.36
%
 
1.05
%
 
0.74
%
Return on average tangible common equity(2)
2.12
%
 
1.46
%
 
0.73
%
 
1.55
%
 
1.13
%
Return on risk weighted assets
0.53
%
 
0.36
%
 
0.19
%
 
0.37
%
 
0.40
%
Interest earning assets to interest bearing liabilities (end of period)(3)
137.71
%
 
138.53
%
 
139.44
%
 
137.71
%
 
139.44
%
Loans to deposits ratio (end of period)
57.32
%
 
54.25
%
 
44.24
%
 
57.32
%
 
44.24
%
Non-interest bearing deposits to total deposits (end of period)
19.07
%
 
18.65
%
 
17.45
%
 
19.07
%
 
17.45
%
Net interest margin (fully taxable equivalent)(2)(4)
3.75
%
 
3.83
%
 
3.80
%
 
3.84
%
 
3.82
%
Interest rate spread(5)
3.63
%
 
3.72
%
 
3.68
%
 
3.72
%
 
3.69
%
Yield on earning assets (fully taxable equivalent)(2)(3)
4.07
%
 
4.16
%
 
4.14
%
 
4.16
%
 
4.18
%
Cost of interest bearing liabilities(3)
0.44
%
 
0.44
%
 
0.46
%
 
0.44
%
 
0.49
%
Cost of deposits
0.37
%
 
0.37
%
 
0.40
%
 
0.37
%
 
0.42
%
Non-interest expense to average assets
3.10
%
 
3.27
%
 
3.56
%
 
3.20
%
 
3.57
%
Efficiency ratio
84.22
%
 
86.40
%
 
92.68
%
 
86.09
%
 
88.60
%
Efficiency ratio (fully taxable equivalent) (2)(6)
83.78
%
 
85.97
%
 
92.68
%
 
85.69
%
 
88.60
%
Adjusted efficiency ratio (fully taxable equivalent)(2)(6)
72.10
%
 
72.98
%
 
74.77
%
 
72.32
%
 
76.09
%
Asset Quality Data (7)(8)(9)
 
 
 
 
 
 
 
 
 
Non-performing loans to total loans
0.87
%
 
0.97
%
 
1.77
%
 
0.87
%
 
1.77
%
Covered non-performing loans to total non-performing loans
8.13
%
 
10.24
%
 
62.43
%
 
8.13
%
 
62.43
%
Non-performing assets to total assets
1.37
%
 
1.57
%
 
1.99
%
 
1.37
%
 
1.99
%
Covered non-performing assets to total non-performing assets
48.23
%
 
42.95
%
 
62.04
%
 
48.23
%
 
62.04
%
Allowance for loan losses to total loans
0.76
%
 
0.75
%
 
0.66
%
 
0.76
%
 
0.66
%
Allowance for loan losses to total non-covered loans
0.85
%
 
0.85
%
 
0.83
%
 
0.85
%
 
0.83
%
Allowance for loan losses to non-performing loans
87.62
%
 
76.59
%
 
37.01
%
 
87.62
%
 
37.01
%
Net charge-offs to average loans
0.09
%
 
0.01
%
 
0.20
%
 
0.06
%
 
0.58
%
(1)
Ratios are annualized.
 
 
 
 
 
 
 
 
 
(2)
Ratio represents non-GAAP financial measure. See non-GAAP reconciliations on page 15.
(3)
Interest earning assets include assets that earn interest/accretion or dividends, except for the FDIC indemnification asset that may earn accretion but is not part of interest earning assets. Any market value adjustments on investment securities are excluded from interest-earning assets. Interest bearing liabilities include liabilities that must be paid interest.
(4)
Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
(5)
Interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.
(6)
The efficiency ratio represents non-interest expense, less intangible asset amortization, as a percentage of net interest income plus non-interest income on a fully taxable equivalent basis.
(7)
Non-performing loans consist of non-accruing loans and restructured loans on non-accrual, but exclude any loans accounted for under ASC 310-30 in which the pool is still performing. These ratios may, therefore, not be comparable to similar ratios of our peers.
(8)
Non-performing assets include non-performing loans, other real estate owned and other repossessed assets.
(9)
Total loans are net of unearned discounts and fees.

14




NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
Non-GAAP Financial Measures
 
 
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
Statements of Financial Condition Non-GAAP Reconciliations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2014
 
June 30,
2014
 
September 30, 2013
 
December 31,
2013
Total shareholders' equity
 
$
808,962

 
$
863,933

 
$
1,031,250

 
$
897,792

Less: goodwill and intangible assets, net
 
(77,850
)
 
(79,186
)
 
(83,196
)
 
(81,859
)
Add: deferred tax liability related to goodwill
 
5,834

 
5,447

 
4,284

 
4,671

Tangible common equity (non-GAAP)
 
$
736,946

 
$
790,194

 
$
952,338

 
$
820,604

 
 
 
 
 
 
 
 
 
Total assets
 
$
4,812,807

 
$
4,880,186

 
$
5,161,969

 
$
4,914,115

Less: goodwill and intangible assets, net
 
(77,850
)
 
(79,186
)
 
(83,196
)
 
(81,859
)
Add: deferred tax liability related to goodwill
 
5,834

 
5,447

 
4,284

 
4,671

Tangible assets (non-GAAP)
 
$
4,740,791

 
$
4,806,447

 
$
5,083,057

 
$
4,836,927

 
 
 
 
 
 
 
 
 
Tangible common equity to tangible assets calculations:
 
 
 
 
 
 
 
 
Total shareholders' equity to total assets
 
16.81
 %
 
17.70
 %
 
19.98
 %
 
18.27
 %
Less: impact of goodwill and intangible assets, net
 
(1.27
%)
 
(1.26
%)
 
(1.24
%)
 
(1.30
%)
Tangible common equity to tangible assets (non-GAAP)
 
15.54
 %
 
16.44
 %
 
18.74
 %
 
16.97
 %
 
 
 
 
 
 
 
 
 
Common book value per share calculations:
 
 
 
 
 
 
 
 
Total shareholders' equity
 
$
808,962

 
$
863,933

 
$
1,031,250

 
$
897,792

Divided by: ending shares outstanding
 
39,862,824

 
42,637,687

 
51,213,044

 
44,918,336

Common book value per share
 
$
20.29

 
$
20.26

 
$
20.14

 
$
19.99

 
 
 
 
 
 
 
 
 
Tangible common book value per share calculations:
 
 
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
736,946

 
$
790,194

 
$
952,338

 
$
820,604

Divided by: ending shares outstanding
 
39,862,824

 
42,637,687

 
51,213,044

 
44,918,336

Tangible common book value per share (non-GAAP)
 
$
18.49

 
$
18.53

 
$
18.60

 
$
18.27

 
 
 
 
 
 
 
 
 
Tangible common book value per share, excluding accumulated other comprehensive income (loss) calculations:
 
 
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
736,946

 
$
790,194

 
$
952,338

 
$
820,604

Less: accumulated other comprehensive income (loss)
 
(1,896
)
 
(5,076
)
 
142

 
6,756

Tangible common book value, excluding accumulated other comprehensive income (loss), net of tax (non-GAAP)
 
735,050

 
785,118

 
952,480

 
827,360

Divided by: ending shares outstanding
 
39,862,824

 
42,637,687

 
51,213,044

 
44,918,336

Tangible common book value per share, excluding accumulated other comprehensive income (loss), net of tax (non-GAAP)
 
$
18.44

 
$
18.41

 
$
18.60

 
$
18.42


15



Return on Average Tangible Assets and Return on Average Tangible Equity
 
 As of and for the
 three months ended
 
 As of and for the
 nine months ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Net income
$
3,337

 
$
2,129

 
$
947

 
$
6,897

 
$
5,927

Add: impact of core deposit intangible amortization expense, after tax
815

 
815

 
808

 
2,445

 
2,425

Net income adjusted for impact of core deposit intangible amortization expense, after tax
$
4,152

 
$
2,944

 
$
1,755

 
$
9,342

 
$
8,352

 
 
 
 
 
 
 
 
 
 
Average assets
$
4,854,809

 
$
4,881,646

 
$
5,198,498

 
$
4,881,890

 
$
5,229,479

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
72,781

 
74,542

 
79,725

 
74,134

 
81,022

Average tangible assets (non-GAAP)
$
4,782,028

 
$
4,807,104

 
$
5,118,773

 
$
4,807,756

 
$
5,148,457

 
 
 
 
 
 
 
 
 
 
Average shareholder's equity
$
849,351

 
$
885,427

 
$
1,037,968

 
$
878,233

 
$
1,067,370

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
72,781

 
74,542

 
79,725

 
74,134

 
81,022

Average tangible common equity (non-GAAP)
$
776,570

 
$
810,885

 
$
958,243

 
$
804,099

 
$
986,348

 
 
 
 
 
 
 
 
 
 
Return on average assets
0.27
%
 
0.17
%
 
0.07
%
 
0.19
%
 
0.15
%
Return on average tangible assets (non-GAAP)
0.34
%
 
0.25
%
 
0.14
%
 
0.26
%
 
0.22
%
Return on average equity
1.56
%
 
0.96
%
 
0.36
%
 
1.05
%
 
0.74
%
Return on average tangible common equity (non-GAAP)
2.12
%
 
1.46
%
 
0.73
%
 
1.55
%
 
1.13
%
 
 
 
 
 
 
 
 
 
 
Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin
 
 As of and for the
three months ended
 
 As of and for the
nine months ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Interest income
$
45,492

 
$
46,005

 
$
49,522

 
$
138,382

 
$
148,098

Add: impact of taxable equivalent adjustment
231

 
220

 

 
610

 

Interest income, fully taxable equivalent (non-GAAP)
$
45,723

 
$
46,225

 
$
49,522

 
$
138,992

 
$
148,098

 
 
 
 
 
 
 
 
 
 
Net interest income
$
41,895

 
$
42,423

 
$
45,515

 
$
127,665

 
$
135,371

Add: impact of taxable equivalent adjustment
231

 
220

 

 
610

 

Net interest income, fully taxable equivalent (non-GAAP)
$
42,126

 
$
42,643

 
$
45,515

 
$
128,275

 
$
135,371

 
 
 
 
 
 
 
 
 
 
Average earning assets
4,453,822

 
4,461,898

 
4,747,260

 
4,464,363

 
4,740,791

Yield on earning assets
4.05
%
 
4.14
%
 
4.14
%
 
4.14
%
 
4.18
%
Yield on earning assets,fully taxable equivalent (non-GAAP)
4.07
%
 
4.16
%
 
4.14
%
 
4.16
%
 
4.18
%
Net interest margin
3.73
%
 
3.81
%
 
3.80
%
 
3.82
%
 
3.82
%
Net interest margin, fully taxable equivalent (non-GAAP)
3.75
%
 
3.83
%
 
3.80
%
 
3.84
%
 
3.82
%

16



Adjusted Efficiency Ratio
 
 As of and for the
three months ended
 
 As of and for the
nine months ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Net interest income
$
41,895

 
$
42,423

 
$
45,515

 
$
127,665

 
$
135,371

Add: impact of taxable equivalent adjustment
231

 
220

 

 
610

 

Net interest income, fully taxable equivalent (non-GAAP)
$
42,126

 
$
42,643

 
$
45,515

 
$
128,275

 
$
135,371

 
 
 
 
 
 
 
 
 
 
Non-interest income
$
1,614

 
$
2,161

 
$
3,338

 
$
3,421

 
$
17,813

Add: FDIC indemnification asset amortization
6,252

 
5,959

 
4,208

 
19,819

 
11,843

Add: FDIC loss sharing income (expense)
943

 
649

 
1,191

 
2,549

 
(3,278
)
Less: gain on sale of previously charged-off acquired loans
(147
)
 
(232
)
 
(224
)
 
(675
)
 
(1,118
)
Less: impact of OREO related write-ups and other income
(799
)
 
(1,010
)
 
(727
)
 
(2,777
)
 
(2,713
)
Adjusted non-interest income (non-GAAP)
$
7,863

 
$
7,527

 
$
7,786

 
$
22,337

 
$
22,547

 
 
 
 
 
 
 
 
 
 
Non-interest expense adjusted for core deposit intangible asset amortization
$
36,645

 
$
38,519

 
$
45,277

 
$
112,846

 
$
135,718

Less: impact of change in fair value of warrant liabilities
1,256

 
580

 
(441
)
 
2,734

 
(138
)
Less: other real estate owned expenses
(594
)
 
(1,402
)
 
(459
)
 
(3,629
)
 
(7,675
)
Less: problem loan expenses
(1,267
)
 
(1,082
)
 
(1,134
)
 
(3,034
)
 
(4,361
)
Less: banking center closure related expenses

 

 
(3,389
)
 

 
(3,389
)
Adjusted non-interest expense (non-GAAP)
$
36,040

 
$
36,615

 
$
39,854

 
$
108,917

 
$
120,155

 
 
 
 
 
 
 
 
 
 
Efficiency ratio
84.22
%

86.40
%

92.68
%

86.09
%

88.60
%
Efficiency ratio (fully taxable equivalent) (non-GAAP)
83.78
%
 
85.97
%
 
92.68
%
 
85.69
%
 
88.60
%
Adjusted efficiency ratio (fully taxable equivalent) (non-GAAP)
72.10
%
 
72.98
%
 
74.77
%
 
72.32
%
 
76.09
%


17



Adjusted Financial Results
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Adjustments to diluted earnings per share:
 
 
 
 
 
 
 
 
 
Income per share - diluted
$
0.08

 
$
0.05

 
$
0.02

 
$
0.16

 
$
0.11

Adjustments to diluted earnings per share (non-GAAP)(1)
0.09

 
0.09

 
0.12

 
0.30

 
0.24

Adjusted diluted earnings per share (non-GAAP)(1)
$
0.17

 
$
0.14

 
$
0.14

 
$
0.46

 
$
0.35

Adjustments to return on average tangible assets:
 
 
 
 
 
 
 
 
 
Annualized adjustments to net income (non-GAAP)(1)
$
14,644

 
$
16,878

 
$
24,571

 
$
17,206

 
$
16,626

Divided by: average tangible assets (non-GAAP)
4,782,029

 
4,807,104

 
5,118,772

 
4,807,756

 
5,148,457

Adjustments to return on average tangible assets (non-GAAP)
0.31
%
 
0.35
%
 
0.48
%
 
0.36
%
 
0.32
%
Return on average tangible assets (non-GAAP)
0.34
%
 
0.25
%
 
0.14
%
 
0.26
%
 
0.22
%
Adjusted return on average tangible assets (non-GAAP)
0.65
%
 
0.60
%
 
0.62
%
 
0.62
%
 
0.54
%
Adjustments to net income:
 
 
 
 
 
 
 
 
 
Net income
$
3,337

 
$
2,129

 
$
947

 
$
6,897

 
$
5,927

Adjustments to net income (non-GAAP)(1)
3,691

 
4,208

 
6,193

 
12,869

 
12,435

Adjusted net income (non-GAAP)
$
7,028

 
$
6,337

 
$
7,140

 
$
19,766

 
$
18,362

(1) Adjustments
 
 
 
 
 
 
 
 
 
Non-interest income adjustments:
 
 
 
 
 
 
 
 
 
Plus: FDIC indemnification asset amortization
$
6,252

 
$
5,959

 
$
4,208

 
$
19,819

 
$
11,843

Plus: other FDIC loss sharing income (loss)
943

 
649

 
1,191

 
2,549

 
(3,278
)
Less: gain on recoveries of previously charged-off acquired loans
(147
)
 
(232
)
 
(224
)
 
(675
)
 
(1,118
)
Less: OREO related write-ups and other income
(799
)
 
(1,010
)
 
(727
)
 
(2,777
)
 
(2,713
)
Total non-interest income adjustments (non-GAAP)
$
6,249

 
$
5,366

 
$
4,448


$
18,916


$
4,734

Non-interest expense adjustments:
 
 
 
 
 
 
 
 
 
Less: other real estate owned expenses
$
(594
)
 
$
(1,402
)
 
$
(459
)
 
$
(3,629
)
 
$
(7,675
)
Less: problem loan expenses
(1,267
)
 
(1,082
)
 
(1,134
)
 
(3,034
)
 
(4,361
)
Plus: warrant change
1,256

 
580

 
(441
)
 
2,734

 
(138
)
Less: banking center closure related expenses

 

 
(3,389
)
 

 
(3,389
)
Total non-interest expense adjustments (non-GAAP)
$
(605
)
 
$
(1,904
)
 
$
(5,423
)

$
(3,929
)

$
(15,563
)
Pre-tax adjustments
6,854

 
7,270

 
9,871

 
22,845

 
20,297

Collective tax expense impact
(3,163
)
 
(3,062
)
 
(3,678
)

(9,976
)

(7,862
)
Adjustments to net income (non-GAAP)
$
3,691

 
$
4,208

 
$
6,193


$
12,869


$
12,435


18