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8-K - 8-K - National Bank Holdings Corpform8-kxq42014earningsrele.htm


Exhibit 99.1

National Bank Holdings Corporation Announces Fourth Quarter and Full Year 2014 Financial Results

Greenwood Village, Colorado - (PR Newswire) – National Bank Holdings Corporation (NYSE: NBHC) reported net income of $2.3 million, or $0.06 per diluted share, for the fourth quarter of 2014, compared to net income of $3.3 million, or $0.08 per diluted share, for the third quarter of 2014 and $1.0 million, or $0.02 per diluted share, for the fourth quarter of 2013. For the full year 2014, net income totaled $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million, or $0.14 per diluted share, during 2013.

In announcing these results, Chief Executive Officer Tim Laney said, "We finished out 2014 with loan production of $182.2 million, realizing 17% year-over-year spot loan growth and 30% growth in our strategic loan portfolio. We remain focused on building and maintaining a diverse, conservatively structured loan portfolio, and that commitment continues to result in excellent credit quality. This is evidenced by the extremely low full year net charge-offs of our non 310-30 loan portfolio of just six basis points. We have done this while also realizing attractive economic gains from the acquired distressed non-strategic portfolio. We are now down to the last $202 million of these loans, from a starting point of almost $2 billion. The accelerated pace of the FDIC indemnification asset amortization is a direct reflection of the continued strong performance of these acquired portfolios.

We also continue to manage all other available levers of our business. We have maintained a low-cost deposit base and have increased our transaction deposits and repurchase agreements by $100 million since last year. We are also pleased to announce that we have entered into a new agreement for our core processing services that will enable us to provide improved services to our clients while also significantly reducing our operating expenses following our anticipated conversion later this year."

Mr. Laney added, "During the fourth quarter, we repurchased another 991 thousand shares, or 2.5% of our outstanding shares. Since early 2013, we have repurchased 13.5 million shares, or 25.8% of shares outstanding, at a weighted average price of $19.70. We intend to continue to use share repurchases as a lever for capital management."

Brian Lilly, Chief Financial Officer, added, “We had a very productive quarter operationally, with a lot of moving pieces. 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. We do this by excluding the impact of the non-cash FDIC indemnification asset amortization, FDIC loss-share income, the large expense/income related to OREO and problem loan workouts, the impacts of the change in the warrant liability, the contract termination expenses that were accrued during the fourth quarter of 2014, and the banking center closure related charges that were accrued in the third quarter of 2013, which can be seen in our non-GAAP reconciliation starting on page 16. These items negatively impacted the fourth quarter by a net $0.13 per diluted share and negatively impacted the year by a net $0.45 per diluted share. 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. These adjustments resulted in an adjusted net earnings per diluted share of $0.19 for the fourth quarter and $0.67 for the year. On the same adjusted basis, the adjusted return on average tangible assets increased five basis points over the prior quarter to 0.71% during the fourth quarter and increased nine basis points from the prior year to 0.66% for the full year of 2014. This analysis provides better clarity to the emerging profitability and the progress toward reaching our goal of 1% return on average tangible assets.”


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Fourth Quarter 2014 Highlights
(All comparisons refer to the third quarter of 2014, except as noted)
Grew the strategic loan portfolio by $40.5 million, or 8.4% annualized, driven by $182.2 million in fourth quarter originations. The originations were offset by higher than normal pay-downs and early pay-offs, particularly in the agriculture portfolio. Strategic loans at December 31, 2014 increased a strong $456.6 million, or 30.4%, since December 31, 2013.
Credit quality remained strong, as annualized net charge-offs in the non 310-30 portfolio were only 0.05% during the fourth quarter and 0.06% for the full year.
Successfully exited $49.4 million of the remaining non-strategic loan portfolio, a strong 78.1% annualized. Non-strategic loans decreased $148.2 million for the full year, or 42.4%, to just $201.7 million at December 31, 2014.
Total loans ended 2014 at $2.2 billion, a 16.6% increase since December 31, 2013.
Added a net $14.6 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 $10.6 million increase in the future non-cash amortization of the FDIC indemnification asset.
Average demand deposits continued solid growth, adding $13.1 million, or 7.3% annualized, while total deposits remained relatively flat as higher-cost time deposits declined.
Net interest income totaled $42.6 million, a $0.7 million increase from the prior quarter. The quarterly increase was primarily driven by a 12 basis point widening of the net interest margin to 3.87% (fully taxable equivalent) as increased client paydowns/payoffs resulted in higher pre-payment fees and 310-30 accelerated accretion added $1.7 million of interest income during the fourth quarter and was partially offset by lower average earning assets.
FDIC loss-share related non-interest income resulted in an increase in net expense of $7.0 million, driven by strong covered asset performance and the sharing of large gains on sales of OREO.
Non-interest expenses decreased $4.8 million, or 12.7%, from the prior quarter.
Repurchased 991,100 shares during the fourth quarter, or 2.5% of outstanding shares. Since early 2013, 13.5 million shares have been repurchased, or 25.8% of then outstanding shares, at a weighted average price of $19.70.
At December 31, 2014, tangible common book value per share was $18.63 before consideration of the excess accretable yield value of $0.83 per share.

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

Net Interest Income
Net interest income totaled $42.6 million for the fourth quarter of 2014, a $0.7 million increase from the prior quarter as the net interest margin widened 12 basis points to 3.87% from the prior quarter of 3.75% (fully taxable equivalent) while average interest earning assets decreased $58.7 million, or 1.3%, to $4.4 billion. The continued strategy of remixing the earning assets through the origination of strategic loans coupled with particularly strong reductions in non-strategic loans during the fourth quarter and the run-off of the investment securities portfolios resulted in the slight decline in the average interest earning assets. The net interest margin widening of 12 basis points was driven by a 14 basis point increase in the yield on interest earning assets to 4.21% from 4.07% in the prior quarter. The higher yield was primarily driven by $0.9 million in pre-payment fees on originated loans coupled with $0.8 million of accelerated accretion within the 310-30 loan portfolio.

Loans
Strategic loans totaled $2.0 billion at December 31, 2014 and grew $40.5 million during the quarter, or 8.4% annualized. Included in strategic loans outstanding are $1.6 billion in originated balances, which increased $46.1 million, or 11.4% annualized, over the prior quarter. Loan originations totaled $182.2 million and decreased $21.1 million, or 10.4%, from the prior quarter. Higher than normal pay-downs contributed to a $9.0 million decrease in total loans during the fourth quarter, which ended the quarter at $2.2 billion. Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships ended the year at $201.7 million, decreasing $49.4 million during the quarter, a strong 78.1% annualized. 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

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“strategic” include (a) geography, (b) total relationship with borrower and (c) credit metrics commensurate with our underwriting standards.

Conservative concentration limits have been followed, and as such, energy sector loans totaled $175.5 million at December 31, 2014, representing 8.1% of total loans and 4.0% of earning assets. Clients in this sector were carefully selected at origination for strong capitalization, low leverage, and seasoned management teams. Loans have been conservatively structured to mitigate stress associated with declining oil and gas prices.

Asset Quality and Provision for Loan Losses
Purchased troubled loans accounted for under 310-30 totaled $279.6 million at December 31, 2014 and decreased $40.9 million during the fourth quarter, an annualized decrease of 50.7%, 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 $14.6 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 pools. This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $186.1 million.

Non 310-30 loans totaled $1.9 billion and represented 87.1% of total loans at December 31, 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 just 0.05% annualized, which reflects the prudent underwriting and well-selected clients within this portfolio. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDR's) decreased to $10.8 million at quarter end, representing 0.57% of total non 310-30 loans, compared to 1.02% at September 30, 2014, as a result of pay-downs and pay-offs of several non-performing loans. A provision for loan losses on the non 310-30 loans of $1.5 million was recorded during the fourth quarter of 2014, which was $0.3 million lower than the prior quarter.

OREO ended the quarter at $29.1 million, decreasing $16.8 million, primarily due to strong OREO sales during the quarter. The gains on these sales of OREO were $10.4 million, of which $8.9 million were covered by loss-sharing agreements with the FDIC. Of the $29.1 million OREO at December 31, 2014, $18.5 million, or 63.4%, were covered by loss-sharing agreements with the FDIC.

Deposits
Transaction deposits (defined as total deposits less time deposits) and client repurchase agreements averaged $2.5 billion during the fourth quarter, increasing $10.9 million, or 1.7% annualized, on the strength of a $13.1 million, or 7.3% annualized, increase in average demand deposits. Total deposits and client repurchase agreements averaged $3.9 billion during the fourth quarter, decreasing $26.2 million, or 2.7% annualized, and was driven by a $37.1 million decrease in higher-cost time deposits. 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 December 31, 2014, these client fundings comprised 96.9% 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 $8.0 million during the fourth quarter of 2014 and increased $0.2 million, or 8.2% annualized, compared to the prior quarter. A seasonal decrease in service charges was more than offset by an increase in bank owned life insurance income.

FDIC loss-share related non-interest income totaled a negative $14.2 million for the quarter and was $7.0 million higher than the prior quarter primarily due to a $5.4 million increase in other FDIC loss-sharing income (expense) related to the sharing of gains on sales of several covered OREO properties. As of December 31, 2014, the FDIC indemnification asset was $39.1 million. Our current projection for the amortization of the FDIC indemnification asset is between $18.0 million and $28.0 million 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.


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"We had a strong uptick in the success of our workout efforts regarding our purchased troubled loan portfolio and related OREO assets this quarter," said Brian Lilly. "While this means higher returns on the covered loans, it also means we have to share the gains with the FDIC and as a result, we have lower expected reimbursements from the FDIC. This translates into additional non-cash write-downs of the FDIC indemnification asset receivable. In the fourth quarter, this receivable write-down was $7.9 million, or $0.12 per diluted share. While we expect that the FDIC loss-share 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 between $0.30 and $0.46 per diluted share in 2015."

Non-Interest Expense
Total non-interest expense was $33.1 million during the fourth quarter of 2014, decreasing $4.8 million from the previous quarter. Operating expenses totaled $37.8 million and increased $0.4 million, driven by a $0.3 million increase in marketing-related expenses related to the timing of marketing campaigns. The quarter included a $4.1 million     contract termination charge related to the termination of a core processing system contract and the entry into a new core processing contract with a different partner. In addition to enhanced product and service offerings, this strategic move will provide a cash payback on our core processing system change in less than one year.

OREO and problem loan expenses totaled a net gain of $8.5 million and improved $10.4 million from the prior quarter. The improvement was attributable to an $8.8 million increase in gains on the sale of OREO during the quarter, coupled with a $1.6 million decrease 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 $0.8 million during the fourth quarter, an effective tax rate of 25.3% compared to 16.9% in the third quarter. A benefit from tax planning strategies implemented during the third quarter was offset with the write-off of deferred tax assets related to expired stock-based compensation.

Capital
Capital ratios continue to be strong and well in excess of federal bank regulatory agency “well capitalized” thresholds. Shareholders’ equity totaled $794.6 million at December 31, 2014 and decreased $14.4 million from the prior quarter, due to the repurchase of 991,100 shares, and was partially offset by a $3.9 million increase in accumulated other comprehensive income, net of tax, which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio. The shares repurchased represented a 2.5% reduction in shares outstanding during the quarter and brings the cumulative shares repurchased since early 2013 to 25.8% of the shares then outstanding.

Tangible common book value per share at December 31, 2014 was $18.63, compared to $18.49 at September 30, 2014, and the tangible common equity to tangible assets ratio decreased 29 basis points to 15.25% at December 31, 2014.

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 December 31, 2014 accretable yield balance on the 310-30 loans of $113.5 million would add $1.78 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 4.0% yield (an approximate yield on new loan originations), and finally discount the amounts at 5%. The result would add $0.83 after-tax to our tangible book value per share as of December 31, 2014.
Year-Over-Year Review
(All comparisons refer to the full year 2013)

Net income for 2014 was $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million for 2013, or $0.14 per diluted share.  Net interest income totaled $170.2 million during 2014 and decreased $8.7 million, or 4.9%, from 2013, primarily driven by lower earning assets. Average interest earning assets decreased $251.6 million, or 5.4%, from the prior year, largely due to the successful repurchase of 6.1 million shares and a reduction in the investment portfolio. The decrease in interest earning

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assets was partially offset by a four basis point widening of the net interest margin to 3.85% from 3.81% (fully taxable equivalent). The continued resolution of the higher-yielding acquired non-strategic loan portfolio was mostly offset by strong organic growth in the strategic loan portfolio. As a result, the yield on interest earning assets increased by one basis point and was complemented by a three basis point decrease in the cost of interest bearing liabilities.
Loan balances as of December 31, 2014 totaled $2.2 billion and increased $308.3 million, or 16.6%, since December 31, 2013. Strategic loans increased $456.6 million since December 31, 2013, a 30.4% increase, on the strength of loan originations. Loan originations during 2014 totaled $869.2 million, increasing 21.7% in 2013 as a result of continued market penetration. Non-strategic loans declined $148.2 million from a year ago, a 42.4% 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 2014 and increased $37.1 million from 2013, or 1.5%, and were led by a $40.6 million, or 6.1%, increase in average demand deposits as a result of our strategic focus on relationship banking. Total deposits and client repurchase agreements averaged $3.9 billion during 2014, decreasing $148.9 million from the prior year. The decrease was primarily due to a $186.0 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 64.0% at December 31, 2014 from 61.0% at December 31, 2013. Additionally, the average cost of total deposits declined four basis points to 0.37% in 2014 from 0.41% during 2013.
Provision for loan loss expense was $6.2 million during 2014, compared to $4.3 million during 2013, an increase of $1.9 million. The increase in provision was primarily due to loan growth as credit quality remained excellent and non 310-30 net charge-offs were significantly lower at only 0.06% during 2014 compared to 0.27% during 2013.
Non-interest income was a negative $1.7 million in 2014 compared to income of $20.2 million in 2013, a decrease of $21.9 million. The decrease was largely due to $20.5 million lower FDIC loss-share related income. An additional $8.8 million of non-cash FDIC indemnification asset amortization and an $11.7 million decline in other FDIC loss-sharing income from the same period in 2013 was due to better performance of the underlying covered assets coupled with lower problem loan and OREO expenses. Banking fees of $30.4 million during 2014 were up $0.2 million compared to the same period in 2013 as a result of increases in bank card fees, swap fees and bank owned life insurance income and were somewhat offset by a decrease in service charges.
Non-interest expense totaled $150.0 million in 2014 compared to $184.0 million during 2013, a decrease of $34.0 million, or 18.5%. Operating expenses of $150.7 million during 2014 decreased $12.4 million from 2013. The 7.6% year-over-year decrease in operating expenses was primarily due to lower salaries and benefits of $7.2 million as we continue to focus on operational efficiencies. OREO and problem loan expenses declined $18.5 million and were driven by $6.2 million higher net gains on OREO sales coupled with lower levels of OREO and problem loan expenses of $12.3 million. 2014 included a $4.1 million contract termination accrual related to a change in our core system provider and 2013 included $3.4 million of expenses related to banking center closures. The change in the warrant liability contributed $3.8 million to the year-over-year decline in non-interest expenses.
Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, January 30, 2015. Interested parties may listen to this call by dialing (877) 272-6762 (United States)/(615) 800-6832 (International) using the Conference ID of 40552925 and asking for the National Bank Holdings Corporation Fourth Quarter Earnings conference call. A telephonic replay of the call will be available beginning approximately two hours after the call’s completion through February 13, 2015, by dialing (855) 859-2056 (United States)/(404) 537-3406 (International) using the Conference ID of 40552925. 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

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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.

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), other risks and uncertainties listed from time to time in our reports and documents 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 successfully convert core operating systems, at the estimated cost, without significant business interruption and to realize the anticipated benefits; 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; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; 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

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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; widespread natural and other disasters, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; 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 years ended
 
December 31,
 
September 30,
 
December 31,
 
December 31,
 
December 31,
 
2014
 
2014
 
2013
 
2014
 
2013
Total interest and dividend income
$
46,280

 
$
45,492

 
$
47,377

 
$
184,662

 
$
195,475

Total interest expense
3,696

 
3,597

 
3,787

 
14,413

 
16,514

Net interest income before provision for loan losses
42,584

 
41,895

 
43,590

 
170,249

 
178,961

Provision for loan losses on 310-30 loans
(185
)
 
(191
)
 
(230
)
 
(520
)
 
769

Provision for loan losses on non 310-30 loans
1,450

 
1,706

 
1,002

 
6,729

 
3,527

Net interest income after provision for loan losses
41,319

 
40,380

 
42,818

 
164,040

 
174,665

Non-interest income:
 
 
 
 
 
 
 
 
 
FDIC indemnification asset amortization
(7,922
)
 
(6,252
)
 
(7,117
)
 
(27,741
)
 
(18,960
)
Other FDIC loss-sharing income (expense)
(6,313
)
 
(943
)
 
(467
)
 
(8,862
)
 
2,811

Service charges
3,872

 
4,148

 
4,011

 
15,430

 
15,955

Bank card fees
2,575

 
2,615

 
2,447

 
10,123

 
9,956

Gain on sale of mortgages, net
326

 
264

 
233

 
1,000

 
1,358

Other non-interest income
1,253

 
836

 
932

 
3,810

 
2,901

Gain on previously charged-off acquired loans
62

 
147

 
221

 
737

 
1,339

OREO related write-ups and other income
1,030

 
799

 
2,104

 
3,807

 
4,817

Total non-interest income (expense)
(5,117
)
 
1,614

 
2,364

 
(1,696
)
 
20,177

Non-interest expense:
 
 
 
 
 
 
 
 
 
Salaries and benefits
20,574

 
21,058

 
20,639

 
82,834

 
90,002

Occupancy and equipment
6,263

 
6,155

 
6,309

 
25,101

 
24,700

Professional fees
1,077

 
854

 
689

 
3,257

 
3,734

Other non-interest expense
8,539

 
7,973

 
10,017

 
34,178

 
39,373

(Gain) loss from the change in fair value of warrant liability
(219
)
 
(1,256
)
 
682

 
(2,953
)
 
820

Intangible asset amortization
1,336

 
1,336

 
1,337

 
5,344

 
5,346

Other real estate owned expenses (income)
(8,979
)
 
594

 
3,282

 
(5,350
)
 
10,957

Problem loan expenses
448

 
1,267

 
1,283

 
3,482

 
5,644

Contract termination expenses
4,110

 

 

 
4,110

 

Banking center closure related expenses

 

 

 

 
3,389

Total non-interest expense
33,149

 
37,981

 
44,238

 
150,003

 
183,965

Income before income taxes
3,053

 
4,013

 
944

 
12,341

 
10,877

Income tax expense (benefit)
774

 
676

 
(56
)
 
3,165

 
3,950

Net income
$
2,279

 
$
3,337

 
$
1,000

 
$
9,176

 
$
6,927

Income per share - basic
$
0.06

 
$
0.08

 
$
0.02

 
$
0.22

 
$
0.14

Income per share - diluted
$
0.06

 
$
0.08

 
$
0.02

 
$
0.22

 
$
0.14



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NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
Consolidated Statements of Condition (Unaudited)
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
256,979

 
$
118,659

 
$
189,460

Investment securities available-for-sale
1,479,214

 
1,553,641

 
1,785,528

Investment securities held-to-maturity
530,590

 
557,464

 
641,907

Non-marketable securities
27,045

 
21,640

 
31,663

Loans receivable, net
2,162,409

 
2,171,372

 
1,854,094

Allowance for loan losses
(17,613
)
 
(16,591
)
 
(12,521
)
Loans, net
2,144,796

 
2,154,781

 
1,841,573

Loans held for sale
5,146

 
5,252

 
5,787

FDIC indemnification asset, net
39,082

 
44,413

 
64,447

Other real estate owned
29,120

 
45,885

 
70,125

Premises and equipment, net
106,341

 
108,100

 
115,219

Goodwill
59,630

 
59,630

 
59,630

Intangible assets, net
16,883

 
18,220

 
22,229

Other assets
124,820

 
125,122

 
86,547

Total assets
$
4,819,646

 
$
4,812,807

 
$
4,914,115

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
Liabilities:
 
 
 
 
 
Non-interest bearing demand deposits
$
732,580

 
$
724,186

 
$
674,989

Interest bearing demand deposits
386,121

 
369,917

 
386,762

Savings and money market
1,290,436

 
1,307,285

 
1,280,871

Total transaction deposits
2,409,137

 
2,401,388

 
2,342,622

Time deposits
1,357,051

 
1,396,070

 
1,495,687

Total deposits
3,766,188

 
3,797,458

 
3,838,309

Securities sold under agreements to repurchase
133,552

 
109,946

 
99,547

Federal Home Loan Bank advances
40,000

 

 

Other liabilities
85,331

 
96,441

 
78,467

Total liabilities
4,025,071

 
4,003,845

 
4,016,323

Shareholders' equity:
 
 
 
 
 
Common stock
512

 
512

 
512

Additional paid in capital
993,212

 
992,587

 
990,216

Retained earnings
40,528

 
40,197

 
39,966

Treasury stock
(245,516
)
 
(226,230
)
 
(126,146
)
Accumulated other comprehensive income (loss), net of tax
5,839

 
1,896

 
(6,756
)
Total shareholders' equity
794,575

 
808,962

 
897,792

Total liabilities and shareholders' equity
$
4,819,646

 
$
4,812,807

 
$
4,914,115

SHARE DATA
 
 
 
 
 
Average basic shares outstanding
39,439,646

 
41,837,485

 
47,378,400

Average diluted shares outstanding
39,444,330

 
41,841,685

 
47,494,341

Ending shares outstanding
38,884,953

 
39,862,824

 
44,918,336

Common book value per share
$
20.43

 
$
20.29

 
$
19.99

Tangible common book value per share (1)
$
18.63

 
$
18.49

 
$
18.27

Tangible common book value per share, excluding accumulated other comprehensive income (loss) (1)
$
18.48

 
$
18.44

 
$
18.42

CAPITAL RATIOS
 
 
 
 
 
Average equity to average assets
16.75
%
 
17.50
%
 
19.02
%
Tangible common equity to tangible assets (1)
15.25
%
 
15.54
%
 
16.97
%
Leverage ratio
14.98
%
 
15.23
%
 
16.63
%
(1) Represents a non-GAAP financial measure. See non-GAAP reconciliations starting on page 16.

9




NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
Loan Portfolio Update
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounting Treatment and Loss-Share Coverage Period End Loan Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 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
$
22,956

 
$
772,440

 
$
795,396

 
$
37,665

 
$
717,507

 
$
755,172

 
$
61,511

 
$
421,984

 
$
483,495

Agriculture
19,063

 
118,468

 
137,531

 
20,071

 
142,801

 
162,872

 
27,000

 
132,952

 
159,952

Commercial real estate
192,330

 
369,264

 
561,594

 
213,871

 
380,445

 
594,316

 
291,198

 
283,022

 
574,220

Residential real estate
40,761

 
591,939

 
632,700

 
43,979

 
579,420

 
623,399

 
63,011

 
536,913

 
599,924

Consumer
4,535

 
30,653

 
35,188

 
5,007

 
30,606

 
35,613

 
8,160

 
28,343

 
36,503

Total
$
279,645

 
$
1,882,764

 
$
2,162,409

 
$
320,593

 
$
1,850,779

 
$
2,171,372

 
$
450,880

 
$
1,403,214

 
$
1,854,094

Covered
$
160,876

 
$
32,821

 
$
193,697

 
$
183,486

 
$
35,982

 
$
219,468

 
$
259,364

 
$
50,033

 
$
309,397

Non-covered
118,769

 
1,849,943

 
1,968,712

 
137,107

 
1,814,797

 
1,951,904

 
191,516

 
1,353,181

 
1,544,697

Total
$
279,645

 
$
1,882,764

 
$
2,162,409

 
$
320,593


$
1,850,779

 
$
2,171,372

 
$
450,880

 
$
1,403,214

 
$
1,854,094

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategic/Non-Strategic Period-End Loan Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
Commercial
$
765,114

 
$
30,282

 
$
795,396

 
$
707,999

 
$
47,173

 
$
755,172

 
$
411,589

 
$
71,906

 
$
483,495

Agriculture
135,559

 
1,972

 
137,531

 
160,851

 
2,021

 
162,872

 
154,811

 
5,141

 
159,952

Owner-occupied commercial real estate
140,729

 
19,228

 
159,957

 
144,223

 
19,988

 
164,211

 
123,386

 
30,306

 
153,692

Commercial real estate
275,311

 
126,326

 
401,637

 
273,949

 
156,156

 
430,105

 
210,265

 
210,263

 
420,528

Residential real estate
610,583

 
22,117

 
632,700

 
599,523

 
23,876

 
623,399

 
570,455

 
29,469

 
599,924

Consumer
33,371

 
1,817

 
35,188

 
33,640

 
1,973

 
35,613

 
33,599

 
2,904

 
36,503

Total
$
1,960,667

 
$
201,742

 
$
2,162,409

 
$
1,920,185

 
$
251,187

 
$
2,171,372

 
$
1,504,105

 
$
349,989

 
$
1,854,094


Originations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth
 
Third
 
Second
 
First
 
Fourth
 
quarter
 
quarter
 
quarter
 
quarter
 
quarter
 
2014
 
2014
 
2014
 
2014
 
2013
Commercial
$
102,732

 
$
110,083

 
$
133,671

 
$
130,096

 
$
159,931

Agriculture
4,952

 
7,014

 
10,288

 
4,959

 
23,610

Owner-occupied commercial real estate
11,139

 
10,293

 
28,803

 
21,002

 
6,380

Commercial real estate
27,617

 
33,817

 
45,903

 
29,633

 
14,579

Residential real estate
31,680

 
35,404

 
44,539

 
27,812

 
36,113

Consumer
4,111

 
6,678

 
3,556

 
3,461

 
3,594

Total
$
182,231

 
$
203,289

 
$
266,760

 
$
216,963

 
$
244,207


10



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin (Fully taxable equivalent adjusted)
(Dollars in thousands)
 
 
 
Three months ended
December 31, 2014
 
Three months ended
September 30, 2014
 
Three months ended
December 31, 2013
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
295,308

 
$
14,195

 
19.23
%
 
$
341,405

 
$
14,368

 
16.83
%
 
$
475,562

 
$
17,045

 
14.34
%
Non 310-30 loans(1)(2)(3)(4)
1,879,779

 
20,897

 
4.41
%
 
1,767,106

 
19,266

 
4.33
%
 
1,310,450

 
16,220

 
4.91
%
Investment securities available-for-sale
1,529,101

 
7,273

 
1.90
%
 
1,614,621

 
7,693

 
1.91
%
 
1,864,960

 
8,886

 
1.91
%
Investment securities held-to-maturity
545,735

 
3,855

 
2.83
%
 
575,289

 
4,056

 
2.82
%
 
655,805

 
4,676

 
2.85
%
Other securities
26,997

 
302

 
4.47
%
 
21,649

 
245

 
4.53
%
 
31,700

 
389

 
4.91
%
Interest earning deposits and securities purchased under agreements to resell
118,171

 
78

 
0.26
%
 
133,752

 
95

 
0.28
%
 
234,739

 
161

 
0.27
%
Total interest earning assets(4)
$
4,395,091

 
$
46,600

 
4.21
%
 
$
4,453,822

 
$
45,723

 
4.07
%
 
$
4,573,216

 
$
47,377

 
4.11
%
Cash and due from banks
57,031

 
 
 
 
 
57,056

 
 
 
 
 
60,961

 
 
 
 
Other assets
391,582

 
 
 
 
 
360,532

 
 
 
 
 
391,974

 
 
 
 
Allowance for loan losses
(17,260
)
 
 
 
 
 
(16,601
)
 
 
 
 
 
(11,977
)
 
 
 
 
Total assets
$
4,826,444

 
 
 
 
 
$
4,854,809

 
 
 
 
 
$
5,014,174

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,677,494

 
$
1,075

 
0.25
%
 
$
1,689,692

 
$
1,092

 
0.26
%
 
$
1,667,653

 
$
1,031

 
0.25
%
Time deposits
1,375,779

 
2,420

 
0.70
%
 
1,412,916

 
2,471

 
0.69
%
 
1,544,223

 
2,715

 
0.70
%
Securities sold under agreements to repurchase
113,993

 
37

 
0.13
%
 
104,020

 
34

 
0.13
%
 
107,985

 
41

 
0.15
%
Federal Home Loan Bank advances
39,565

 
164

 
1.64
%
 

 

 
0.00
%
 

 

 
0.00
%
Total interest bearing liabilities
$
3,206,831

 
$
3,696

 
0.46
%
 
$
3,206,628

 
$
3,597

 
0.44
%
 
$
3,319,861

 
$
3,787

 
0.45
%
Demand deposits
728,345

 
 
 
 
 
715,198

 
 
 
 
 
676,959

 
 
 
 
Other liabilities
82,632

 
 
 
 
 
83,632

 
 
 
 
 
63,518

 
 
 
 
Total liabilities
4,017,808

 
 
 
 
 
4,005,458

 
 
 
 
 
4,060,338

 
 
 
 
Shareholders' equity
808,636

 
 
 
 
 
849,351

 
 
 
 
 
953,836

 
 
 
 
Total liabilities and shareholders' equity
$
4,826,444

 
 
 
 
 
$
4,854,809

 
 
 
 
 
$
5,014,174

 
 
 
 
Net interest income
 
 
$
42,904

 
 
 
 
 
$
42,126

 
 
 
 
 
$
43,590

 
 
Interest rate spread
 
 
 
 
3.75
%
 
 
 
 
 
3.63
%
 
 
 
 
 
3.66
%
Net interest earning assets
$
1,188,260

 
 
 
 
 
$
1,247,194

 
 
 
 
 
$
1,253,355

 
 
 
 
Net interest margin(4)
 
 
 
 
3.87
%
 
 
 
 
 
3.75
%
 
 
 
 
 
3.78
%
Ratio of average interest earning assets to average interest bearing liabilities
137.05
%
 
 
 
 
 
138.89
%
 
 
 
 
 
137.75
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 $1.6 billion, $1.5 billion and $972.3 million, and interest income of $17.1 million, $15.4 million and $10.7 million, with yields of 4.16%, 4.07% and 4.39% for the three months ended December 31, 2014, September 30, 2014 and December 31, 2013, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during the three months ended December 31, 2014, September 30, 2014 and December 31, 2013 were $3.6 million, $3.8 million and $2.8 million, and interest income was $83 thousand, $81 thousand and $67 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 $320 thousand, $231 thousand and $0 for the three months ended December 31, 2014, September 30, 2014 and December 31, 2013, respectively.


11



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin (Fully taxable equivalent adjusted)
(Dollars in thousands)
 
 
 
For the year ended December 31, 2014
 
For the year ended December 31, 2013
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
361,806

 
$
60,841

 
16.82
%
 
$
620,709

 
$
76,661

 
12.35
%
Non 310-30 loans(1)(2)(3)(4)
1,691,253

 
74,565

 
4.41
%
 
1,133,895

 
62,387

 
5.50
%
Investment securities available-for-sale
1,655,730

 
31,887

 
1.93
%
 
1,951,039

 
35,460

 
1.82
%
Investment securities held-to-maturity
588,909

 
16,764

 
2.85
%
 
597,920

 
18,485

 
3.09
%
Other securities
25,855

 
1,206

 
4.66
%
 
32,135

 
1,559

 
4.85
%
Interest earning deposits and securities purchased under agreements to resell
123,350

 
329

 
0.27
%
 
362,854

 
923

 
0.25
%
Total interest earning assets(4)
$
4,446,903

 
$
185,592

 
4.17
%
 
$
4,698,552

 
$
195,475

 
4.16
%
Cash and due from banks
57,763

 
 
 
 
 
60,922

 
 
 
 
Other assets
378,723

 
 
 
 
 
428,426

 
 
 
 
Allowance for loan losses
(15,460
)
 
 
 
 
 
(12,690
)
 
 
 
 
Total assets
$
4,867,929

 
 
 
 
 
$
5,175,210

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,701,344

 
$
4,323

 
0.25
%
 
$
1,719,507

 
$
4,271

 
0.25
%
Time deposits
1,421,726

 
9,797

 
0.69
%
 
1,607,676

 
12,122

 
0.75
%
Securities sold under agreements to repurchase
99,057

 
129

 
0.13
%
 
84,354

 
121

 
0.14
%
Federal Home Loan Bank advances
9,975

 
164

 
1.64
%
 

 

 
0.00
%
Total interest bearing liabilities
$
3,232,102

 
$
14,413

 
0.45
%
 
$
3,411,537

 
$
16,514

 
0.48
%
Demand deposits
700,809

 
 
 
 
 
660,254

 
 
 
 
Other liabilities
74,327

 
 
 
 
 
64,666

 
 
 
 
Total liabilities
4,007,238

 
 
 
 
 
4,136,457

 
 
 
 
Shareholders' equity
860,691

 
 
 
 
 
1,038,753

 
 
 
 
Total liabilities and shareholders' equity
$
4,867,929

 
 
 
 
 
$
5,175,210

 
 
 
 
Net interest income
 
 
$
171,179

 
 
 
 
 
$
178,961

 
 
Interest rate spread
 
 
 
 
3.72
%
 
 
 
 
 
3.68
%
Net interest earning assets
$
1,214,801

 
 
 
 
 
$
1,287,015

 
 
 
 
Net interest margin(4)
 
 
 
 
3.85
%
 
 
 
 
 
3.81
%
Ratio of average interest earning assets to average interest bearing liabilities
137.59
%
 
 
 
 
 
137.73
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 $1.4 billion and $734.0 million, and interest income of $58.1 million and $33.6 million, with yields of 4.10% and 4.57% for the 2014 and 2013, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during 2014 and 2013 were $3.1 million and $5.4 million, and interest income was $267 thousand and $329 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 $930 thousand and $0 for 2014 and 2013, respectively.


12



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Allowance For Loan Losses Analysis (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of and for the three months ended:
 
December 31, 2014
 
September 30, 2014
 
December 31, 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
$
907

 
$
15,684

 
$
16,591

 
$
1,098

 
$
14,474

 
$
15,572

 
$
1,604

 
$
9,815

 
$
11,419

Net charge-offs
(1
)
 
(242
)
 
(243
)
 

 
(496
)
 
(496
)
 
(94
)
 
424

 
330

Provision (recoupment)/expense
(185
)
 
1,450

 
1,265

 
(191
)
 
1,706

 
1,515

 
(230
)
 
1,002

 
772

Ending allowance for loan losses
$
721

 
$
16,892

 
$
17,613

 
$
907

 
$
15,684

 
$
16,591

 
$
1,280

 
$
11,241

 
$
12,521

Ratio of annualized net charge-offs to average total loans during the period, respectively
0.00
%
 
0.05
%
 
0.04
%
 
0.00
%
 
0.11
%
 
0.09
%
 
0.08
%
 
(0.13
)%
 
(0.07
)%
Ratio of allowance for loan losses to total loans outstanding at period end, respectively
0.26
%
 
0.90
%
 
0.81
%
 
0.28
%
 
0.85
%
 
0.76
%
 
0.28
%
 
0.80
 %
 
0.68
 %
Ratio of allowance for loan losses to total non-performing loans at period end, respectively
0.00
%
 
156.22
%
 
162.89
%
 
0.00
%
 
82.83
%
 
87.62
%
 
8.63
%
 
118.11
 %

51.43
 %
Total loans
$
279,645

 
$
1,882,764

 
$
2,162,409

 
$
320,593

 
$
1,850,779

 
$
2,171,372

 
$
450,880

 
$
1,403,214

 
$
1,854,094

Average total loans during the period
$
295,308

 
$
1,876,203

 
$
2,171,511

 
$
341,405

 
$
1,763,279

 
$
2,104,684

 
$
475,562

 
$
1,307,631

 
$
1,783,193

Total non-performing loans(2)
$

 
$
10,813

 
$
10,813

 
$

 
$
18,936

 
$
18,936

 
$
14,827

 
$
9,517

 
$
24,344

Past Due Loans(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 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
$

 
$
3,840

 
$
3,840

 
$

 
$
15,272

 
$
15,272

 
$
14,827

 
$
5,943

 
$
20,770

Restructured loans on non-accrual

 
6,973

 
6,973

 

 
3,664

 
3,664

 

 
3,574

 
3,574

Loans 30-89 days past due and still accruing interest
7,016

 
1,142

 
8,158

 
30,761

 
5,452

 
36,213

 
11,245

 
2,854

 
14,099

Loans 90 days past due and still accruing interest
33,834

 
263

 
34,097

 
42,930

 
225

 
43,155

 
55,864

 
129

 
55,993

Total past due and non-accrual loans
$
40,850

 
$
12,218

 
$
53,068

 
$
73,691

 
$
24,613

 
$
98,304

 
$
81,936


$
12,500


$
94,436

Total 90 days past due and still accruing interest and non-accrual loans to total loans, respectively
12.10
%
 
0.59
%
 
2.08
%
 
13.39
%
 
1.04
%
 
2.86
%
 
15.68
%
 
0.69
%
 
4.33
%
Total non-accrual loans to total loans, respectively
0.00
%
 
0.57
%
 
0.50
%
 
0.00
%
 
1.02
%
 
0.87
%
 
3.29
%
 
0.68
%
 
1.31
%
% of total past due and non-accrual loans that carry fair value marks
100.00
%
 
34.66
%
 
84.96
%
 
100.00
%
 
27.68
%
 
81.89
%
 
100.00
%
 
52.23
%
 
93.68
%
% of total past due and non-accrual loans that are covered by FDIC loss sharing agreements, respectively
87.41
%
 
11.39
%
 
69.91
%
 
84.23
%
 
6.55
%
 
64.78
%
 
77.63
%
 
18.27
%
 
69.77
%

13



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Data (Covered/Non-covered)(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
Non-accrual loans
$
3,729

 
$
111

 
$
3,840

 
$
15,124

 
$
147

 
$
15,271

 
$
5,672

 
$
15,098

 
$
20,770

Restructured loans on non-accrual
5,767

 
1,206

 
6,973

 
2,272

 
1,393

 
3,665

 
1,901

 
1,673

 
3,574

Total non-performing loans(2)
9,496


1,317


10,813


17,396


1,540


18,936

 
7,573

 
16,771

 
24,344

OREO
10,653

 
18,467

 
29,120

 
15,753

 
30,132

 
45,885

 
31,300

 
38,825

 
70,125

Other repossessed assets
829

 
20

 
849

 
869

 
20

 
889

 
784

 
302

 
1,086

Total non-performing assets
$
20,978


$
19,804

 
$
40,782

 
$
34,018

 
$
31,692

 
$
65,710

 
$
39,657


$
55,898


$
95,555

Loans 90 days or more past due and still accruing interest
$
188

 
$
75

 
$
263

 
$
225

 
$

 
$
225

 
$
14

 
$
115

 
$
129

Accruing restructured loans(3)
$
9,489

 
$
9,786

 
$
19,275

 
$
15,758

 
$
9,277

 
$
25,035

 
$
5,891

 
$
5,714

 
$
11,605

Allowance for loan losses
 
 
 
 
$
17,613

 
 
 
 
 
$
16,591

 
 
 
 
 
$
12,521

Total non-performing loans to total non-covered, total covered, and total loans, respectively
0.48
%
 
0.68
%
 
0.50
%
 
0.89
%
 
0.70
%
 
0.87
%
 
0.49
%
 
5.42
%
 
1.31
%
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
%
 
0.04
%
 
0.01
%
 
0.01
%
 
0.00
%
 
0.01
%
 
0.00
%
 
0.04
%
 
0.01
%
Total non-performing assets to total assets
 
 
 
 
0.85
%
 
 
 
 
 
1.37
%
 
 
 
 
 
1.94
%
Allowance for loan losses to non-performing loans
 
 
 
 
162.89
%
 
 
 
 
 
87.62
%
 
 
 
 
 
51.43
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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
 
 
 
December 31, 2014
 
September 30,
2014
 
December 31,
2013
 
December 31, 2014
Accretable yield at beginning of period
$
113,108

 
$
116,095

 
$
124,086

 
$

Additions through acquisitions

 

 

 
214,994

Reclassification from non-accretable difference to accretable yield
16,858

 
11,736

 
25,343

 
233,936

Reclassification to non-accretable difference from accretable yield
(2,308
)
 
(355
)
 
(1,760
)
 
(23,596
)
Accretion
(14,195
)
 
(14,368
)
 
(17,045
)
 
(311,871
)
Accretable yield at end of period
$
113,463

 
$
113,108

 
$
130,624

 
$
113,463


14



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
As of and for the
three months ended
 
As of and for the
years ended
 
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Key Ratios(1)
 
 
 
 
 
 
 
 
 
Return on average assets
0.19
%
 
0.27
%
 
0.08
 %
 
0.19
%
 
0.13
%
Return on average tangible assets(2)
0.26
%
 
0.34
%
 
0.15
 %
 
0.26
%
 
0.20
%
Return on average equity
1.12
%
 
1.56
%
 
0.42
 %
 
1.07
%
 
0.67
%
Return on average tangible common equity(2)
1.66
%
 
2.12
%
 
0.82
 %
 
1.58
%
 
1.06
%
Return on risk weighted assets
0.37
%
 
0.53
%
 
0.19
 %
 
0.37
%
 
0.33
%
Interest earning assets to interest bearing liabilities (end of period)(3)
137.36
%
 
137.71
%
 
137.05
 %
 
137.36
%
 
137.05
%
Loans to deposits ratio (end of period)
57.55
%
 
57.32
%
 
48.46
 %
 
57.55
%
 
48.46
%
Average equity to average assets
16.75
%
 
17.50
%
 
19.02
 %
 
17.68
%
 
20.07
%
Non-interest bearing deposits to total deposits (end of period)
19.45
%
 
19.07
%
 
17.59
 %
 
19.45
%
 
17.59
%
Net interest margin
3.84
%
 
3.73
%
 
3.78
 %
 
3.83
%
 
3.81
%
Net interest margin (fully taxable equivalent)(2)(4)
3.87
%
 
3.75
%
 
3.78
 %
 
3.85
%
 
3.81
%
Interest rate spread(5)
3.75
%
 
3.63
%
 
3.66
 %
 
3.72
%
 
3.68
%
Yield on earning assets
4.18
%
 
4.05
%
 
4.11
 %
 
4.15
%
 
4.16
%
Yield on earning assets (fully taxable equivalent)(2)(3)
4.21
%
 
4.07
%
 
4.11
 %
 
4.17
%
 
4.16
%
Cost of interest bearing liabilities(3)
0.46
%
 
0.44
%
 
0.45
 %
 
0.45
%
 
0.48
%
Cost of deposits
0.37
%
 
0.37
%
 
0.38
 %
 
0.37
%
 
0.41
%
Non-interest expense to average assets
2.72
%
 
3.10
%
 
3.50
 %
 
3.08
%
 
3.55
%
Efficiency ratio
84.91
%
 
84.22
%
 
93.36
 %
 
85.82
%
 
89.70
%
Efficiency ratio (fully taxable equivalent) (2)(6)
84.19
%
 
83.78
%
 
93.36
 %
 
85.35
%
 
89.70
%
Adjusted efficiency ratio (fully taxable equivalent)(2)(6)
71.58
%
 
72.10
%
 
73.52
 %
 
72.13
%
 
75.46
%
Asset Quality Data (7)(8)(9)
 
 
 
 
 
 
 
 
 
Non-performing loans to total loans
0.50
%
 
0.87
%
 
1.31
 %
 
0.50
%
 
1.31
%
Covered non-performing loans to total non-performing loans
12.18
%
 
8.13
%
 
68.89
 %
 
12.18
%
 
68.89
%
Non-performing assets to total assets
0.85
%
 
1.37
%
 
1.94
 %
 
0.85
%
 
1.94
%
Covered non-performing assets to total non-performing assets
48.56
%
 
48.23
%
 
58.50
 %
 
48.56
%
 
58.50
%
Allowance for loan losses to total loans
0.81
%
 
0.76
%
 
0.68
 %
 
0.81
%
 
0.68
%
Allowance for loan losses to total non-covered loans
0.89
%
 
0.85
%
 
0.81
 %
 
0.89
%
 
0.81
%
Allowance for loan losses to non-performing loans
162.89
%
 
87.62
%
 
51.43
 %
 
162.89
%
 
51.43
%
Net charge-offs to average loans
0.04
%
 
0.09
%
 
(0.07
)%
 
0.05
%
 
0.41
%
(1)
Ratios are annualized.
 
 
 
 
 
 
 
 
 
(2)
Ratio represents non-GAAP financial measure. See non-GAAP reconciliations starting on page 16.
(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.

15




NATIONAL BANK HOLDINGS CORPORATION
 
 
Non-GAAP Financial Measures
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
Statements of Financial Condition Non-GAAP Reconciliations
 
 
 
 
 
 
 
 
 
 
 
December 31, 2014
 
September 30, 2014
 
December 31,
2013
Total shareholders' equity
 
$
794,575

 
$
808,962

 
$
897,792

Less: goodwill and intangible assets, net
 
(76,513
)
 
(77,850
)
 
(81,859
)
Add: deferred tax liability related to goodwill
 
6,222

 
5,834

 
4,671

Tangible common equity (non-GAAP)
 
$
724,284

 
$
736,946

 
$
820,604

 
 
 
 
 
 
 
Total assets
 
$
4,819,646

 
$
4,812,807

 
$
4,914,115

Less: goodwill and intangible assets, net
 
(76,513
)
 
(77,850
)
 
(81,859
)
Add: deferred tax liability related to goodwill
 
6,222

 
5,834

 
4,671

Tangible assets (non-GAAP)
 
$
4,749,355

 
$
4,740,791

 
$
4,836,927

 
 
 
 
 
 
 
Tangible common equity to tangible assets calculations:
 
 
 
 
 
 
Total shareholders' equity to total assets
 
16.49
 %
 
16.81
 %
 
18.27
 %
Less: impact of goodwill and intangible assets, net
 
(1.24
%)
 
(1.27
%)
 
(1.30
%)
Tangible common equity to tangible assets (non-GAAP)
 
15.25
 %
 
15.54
 %
 
16.97
 %
 
 
 
 
 
 
 
Common book value per share calculations:
 
 
 
 
 
 
Total shareholders' equity
 
$
794,575

 
$
808,962

 
$
897,792

Divided by: ending shares outstanding
 
38,884,953

 
39,862,824

 
44,918,336

Common book value per share
 
$
20.43

 
$
20.29

 
$
19.99

 
 
 
 
 
 
 
Tangible common book value per share calculations:
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
724,284

 
$
736,946

 
$
820,604

Divided by: ending shares outstanding
 
38,884,953

 
39,862,824

 
44,918,336

Tangible common book value per share (non-GAAP)
 
$
18.63

 
$
18.49

 
$
18.27

 
 
 
 
 
 
 
Tangible common book value per share, excluding accumulated other comprehensive income (loss) calculations:
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
724,284

 
$
736,946

 
$
820,604

Less: accumulated other comprehensive income (loss), net of tax
 
(5,839
)
 
(1,896
)
 
6,756

Tangible common book value, excluding accumulated other comprehensive income (loss), net of tax (non-GAAP)
 
718,445

 
735,050

 
827,360

Divided by: ending shares outstanding
 
38,884,953

 
39,862,824

 
44,918,336

Tangible common book value per share, excluding accumulated other comprehensive income (loss), net of tax (non-GAAP)
 
$
18.48

 
$
18.44

 
$
18.42








16



Return on Average Tangible Assets and Return on Average Tangible Equity
 
 As of and for the
 three months ended
 
 As of and for the
 years ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net income
$
2,279

 
$
3,337

 
$
1,000

 
$
9,176

 
$
6,927

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

 
815

 
809

 
3,260

 
3,235

Net income adjusted for impact of core deposit intangible amortization expense, after tax
$
3,094

 
$
4,152

 
$
1,809

 
$
12,436

 
$
10,162

 
 
 
 
 
 
 
 
 
 
Average assets
$
4,846,444

 
$
4,854,809

 
$
5,014,174

 
$
4,867,929

 
$
5,175,210

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
71,080

 
72,781

 
77,973

 
73,074

 
79,964

Average tangible assets (non-GAAP)
$
4,775,364

 
$
4,782,028

 
$
4,936,201

 
$
4,794,855

 
$
5,095,246

 
 
 
 
 
 
 
 
 
 
Average shareholder's equity
$
808,636

 
$
849,351

 
$
953,836

 
$
860,691

 
$
1,038,753

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
71,080

 
72,781

 
77,973

 
73,074

 
79,964

Average tangible common equity (non-GAAP)
$
737,556

 
$
776,570

 
$
875,863

 
$
787,617

 
$
958,789

 
 
 
 
 
 
 
 
 
 
Return on average assets
0.19
%
 
0.27
%
 
0.08
%
 
0.19
%
 
0.13
%
Return on average tangible assets (non-GAAP)
0.26
%
 
0.34
%
 
0.15
%
 
0.26
%
 
0.20
%
Return on average equity
1.12
%
 
1.56
%
 
0.42
%
 
1.07
%
 
0.67
%
Return on average tangible common equity (non-GAAP)
1.66
%
 
2.12
%
 
0.82
%
 
1.58
%
 
1.06
%
 
 
 
 
 
 
 
 
 
 
Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin
 
 As of and for the
three months ended
 
 As of and for the
years ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Interest income
$
46,280

 
$
45,492

 
$
47,377

 
$
184,662

 
$
195,475

Add: impact of taxable equivalent adjustment
320

 
231

 

 
930

 

Interest income, fully taxable equivalent (non-GAAP)
$
46,600

 
$
45,723

 
$
47,377

 
$
185,592

 
$
195,475

 
 
 
 
 
 
 
 
 
 
Net interest income
$
42,584

 
$
41,895

 
$
43,590

 
$
170,249

 
$
178,961

Add: impact of taxable equivalent adjustment
320

 
231

 

 
930

 

Net interest income, fully taxable equivalent (non-GAAP)
$
42,904

 
$
42,126

 
$
43,590

 
$
171,179

 
$
178,961

 
 
 
 
 
 
 
 
 
 
Average earning assets
4,395,091

 
4,453,822

 
4,573,216

 
4,446,903

 
4,698,552

Yield on earning assets
4.18
%
 
4.05
%
 
4.11
%
 
4.15
%
 
4.16
%
Yield on earning assets,fully taxable equivalent (non-GAAP)
4.21
%
 
4.07
%
 
4.11
%
 
4.17
%
 
4.16
%
Net interest margin
3.84
%
 
3.73
%
 
3.78
%
 
3.83
%
 
3.81
%
Net interest margin, fully taxable equivalent (non-GAAP)
3.87
%
 
3.75
%
 
3.78
%
 
3.85
%
 
3.81
%

17



Adjusted Efficiency Ratio
 
 As of and for the
three months ended
 
 As of and for the
years ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Net interest income
$
42,584

 
$
41,895

 
$
43,590

 
$
170,249

 
$
178,961

Add: impact of taxable equivalent adjustment
320

 
231

 

 
930

 

Net interest income, fully taxable equivalent (non-GAAP)
$
42,904

 
$
42,126

 
$
43,590

 
$
171,179

 
$
178,961

 
 
 
 
 
 
 
 
 
 
Non-interest income
$
(5,117
)
 
$
1,614

 
$
2,364

 
$
(1,696
)
 
$
20,177

Add: FDIC indemnification asset amortization
7,922

 
6,252

 
7,117

 
27,741

 
18,960

Add: FDIC loss sharing income (expense)
6,313

 
943

 
467

 
8,862

 
(2,811
)
Less: gain on sale of previously charged-off acquired loans
(62
)
 
(147
)
 
(221
)
 
(737
)
 
(1,339
)
Less: impact of OREO related write-ups and other income
(1,030
)
 
(799
)
 
(2,104
)
 
(3,807
)
 
(4,817
)
Adjusted non-interest income (non-GAAP)
$
8,026

 
$
7,863

 
$
7,623

 
$
30,363

 
$
30,170

 
 
 
 
 
 
 
 
 
 
Non-interest expense adjusted for core deposit intangible asset amortization
$
31,813

 
$
36,645

 
$
42,901

 
$
144,659

 
$
178,619

Less: impact of change in fair value of warrant liabilities
219

 
1,256

 
(682
)
 
2,953

 
(820
)
Less: other real estate owned expenses
8,979

 
(594
)
 
(3,282
)
 
5,350

 
(10,957
)
Less: problem loan expenses
(448
)
 
(1,267
)
 
(1,283
)
 
(3,482
)
 
(5,644
)
Less: deconversion expenses
(4,110
)
 

 

 
(4,110
)
 

Less: banking center closure related expenses

 

 

 

 
(3,389
)
Adjusted non-interest expense (non-GAAP)
$
36,453

 
$
36,040

 
$
37,654

 
$
145,370

 
$
157,809

 
 
 
 
 
 
 
 
 
 
Efficiency ratio
84.91
%

84.22
%

93.36
%

85.82
%

89.70
%
Efficiency ratio (fully taxable equivalent) (non-GAAP)
84.19
%
 
83.78
%
 
93.36
%
 
85.35
%
 
89.70
%
Adjusted efficiency ratio (fully taxable equivalent) (non-GAAP)
71.57
%
 
72.10
%
 
73.52
%
 
72.13
%
 
75.46
%


18



Adjusted Financial Results
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the years ended
 
December 31, 2014
 
September 30, 2014
 
December 31, 2013
 
December 31, 2014
 
December 31, 2013
Adjustments to diluted earnings per share:
 
 
 
 
 
 
 
 
 
Income per share - diluted
$
0.06

 
$
0.08

 
$
0.02

 
$
0.22

 
$
0.14

Adjustments to diluted earnings per share (non-GAAP)(1)
0.13

 
0.09

 
0.13

 
0.45

 
0.37

Adjusted diluted earnings per share (non-GAAP)(1)
$
0.19

 
$
0.17

 
$
0.15

 
$
0.67

 
$
0.51

Adjustments to return on average tangible assets:
 
 
 
 
 
 
 
 
 
Annualized adjustments to net income (non-GAAP)(1)
$
21,384

 
$
15,064

 
$
24,772

 
$
19,118

 
$
18,908

Divided by: average tangible assets (non-GAAP)
4,755,364

 
4,782,029

 
4,936,201

 
4,794,855

 
5,095,246

Adjustments to return on average tangible assets (non-GAAP)
0.45
%
 
0.32
%
 
0.50
%
 
0.40
%
 
0.37
%
Return on average tangible assets (non-GAAP)
0.26
%
 
0.34
%
 
0.15
%
 
0.26
%
 
0.20
%
Adjusted return on average tangible assets (non-GAAP)
0.71
%
 
0.66
%
 
0.65
%
 
0.66
%
 
0.57
%
Adjustments to net income:
 
 
 
 
 
 
 
 
 
Net income
$
2,279

 
$
3,337

 
$
1,000

 
$
9,176

 
$
6,927

Adjustments to net income (non-GAAP)(1)
5,390

 
3,797

 
6,244

 
19,118

 
18,908

Adjusted net income (non-GAAP)
$
7,669

 
$
7,134

 
$
7,244

 
$
28,294

 
$
25,835

(1) Adjustments
 
 
 
 
 
 
 
 
 
Non-interest income adjustments:
 
 
 
 
 
 
 
 
 
Plus: FDIC indemnification asset amortization
$
7,922

 
$
6,252

 
$
7,117

 
$
27,741

 
$
18,960

Plus: other FDIC loss sharing income (loss)
6,313

 
943

 
467

 
8,862

 
(2,811
)
Less: gain on recoveries of previously charged-off acquired loans
(62
)
 
(147
)
 
(221
)
 
(737
)
 
(1,339
)
Less: OREO related write-ups and other income
(1,030
)
 
(799
)
 
(2,104
)
 
(3,807
)
 
(4,817
)
Total non-interest income adjustments (non-GAAP)
$
13,143

 
$
6,249

 
$
5,259


$
32,059


$
9,993

Non-interest expense adjustments:
 
 
 
 
 
 
 
 
 
Less: other real estate owned expenses (income)
$
8,979

 
$
(594
)
 
$
(3,282
)
 
$
5,350

 
$
(10,957
)
Less: problem loan expenses
(448
)
 
(1,267
)
 
(1,283
)
 
(3,482
)
 
(5,644
)
Plus: warrant change
219

 
1,256

 
(682
)
 
2,953

 
(820
)
Less: contract termination expenses
(4,110
)
 

 

 
(4,110
)
 

Less: banking center closure related expenses

 

 

 

 
(3,389
)
Total non-interest expense adjustments (non-GAAP)
$
4,640

 
$
(605
)
 
$
(5,247
)

$
711


$
(20,810
)
Pre-tax adjustments
8,503

 
6,854

 
10,506

 
31,348

 
30,803

Collective tax expense impact
(3,113
)
 
(3,057
)
 
(4,262
)

(12,230
)

(11,895
)
Adjustments to net income (non-GAAP)
$
5,390

 
$
3,797

 
$
6,244


$
19,118


$
18,908


19