National Bank Holdings Corporation Announces Record Second Quarter 2016 Financial Results

The return on average tangible assets and return on average tangible equity for the second quarter of 2016 was 0.45% and 3.98%, respectively, compared to 0.10% and 0.79% for the  first quarter of 2016, respectively, and (0.04)% and (0.31)% for the second quarter of 2015, respectively.

In announcing these results, Chief Executive Officer Tim Laney shared, "We are pleased to have delivered a record level of earnings and loan originations during the quarter while realizing a solid reduction in our expense run rate. Record earnings were realized despite continued headwinds from energy exposure and the continued reduction of the acquired problem loan portfolio. During the quarter, we took an additional net allowance of $4.3 million against previously identified energy loans. Outside of energy, our originated loan portfolio continues to exhibit excellent credit quality with second quarter annualized net charge offs of just 2 basis points."

Mr. Laney added, "We continue to grow our young company with a focus on safety and soundness while moving toward our financial goal of realizing $2.00 of earnings per share and a return on tangible assets of 1% or greater. We also continued to capitalize on the opportunity to repurchase our shares by executing share buybacks year-to-date through July 20th of 1.8 million shares at a weighted average price of $19.68."

Second Quarter 2016 Highlights
(All comparisons refer to the first quarter of 2016, except as noted)

• At June 30, 2016, loans totaled $2.7 billion and increased $146.5 million, or 22.7% annualized, on the strength of record originations of $316.9 million. Total loans at June 30, 2016 increased $410.0 million, or 17.6%, since June 30, 2015.
• Fully taxable equivalent net interest income totaled $35.8 million and decreased $3.2 million, primarily driven by $2.5 million lower 310-30 accretion income.
• Net charge-offs in the non 310-30 portfolio were 0.58%, annualized of average non 310-30 loans during the second quarter, compared to 0.10%, annualized in the prior quarter. Net charge-offs excluding non 310-30 energy sector loans were 0.02%, annualized during the second quarter.
• Continued weakness in one previously impaired energy sector client drove a net increase of $4.3 million in the energy sector provision for loan losses, or a negative $0.10 per share, resulting in a total allowance for loan losses on energy sector loans of 14.8%.
• Total deposits averaged $4.0 billion and increased $161.9 million. Adjusting for a short-term money market deposit from one energy client, average deposits totaled $3.8 billion, consistent with prior quarter. Average demand deposits continued solid growth, adding $28.7 million, or 14.6% annualized.
• Non-interest income totaled $10.5 million, increasing $2.6 million, driven primarily by a $1.8 million gain on the sale of a building, and a $0.4 million increase in service charges and bank card fees.
• Non-interest expense totaled $33.3 million, decreasing $1.6 million, due to lower salaries and benefits of $1.0 million and higher OREO gains of $1.2 million, partially offset by a net increase of $0.6 million in other expense categories due to timing of professional fees and marketing campaigns.
• Executed share buybacks during the second quarter of 555 thousand shares, or $11.0 million, and year-to-date through July 20th of 1.8 million shares, or $34.6 million at a weighted average price of $19.68.
• At June 30, 2016, common book value per share was $20.79, while tangible common book value per share was $18.68 and $19.67 after consideration of the excess accretable yield value of $0.99 per share.

Second Quarter 2016 Results
(All comparisons refer to the first quarter of 2016, except as noted)

Net Interest Income
Fully taxable equivalent net interest income totaled $35.8 million, a $3.2 million decrease primarily driven by $2.5 million lower 310-30 accretion income resulting in a 3.80% lower yield on the 310-30 portfolio. The lower level of 310-30 accretion income resulted from lower amounts of accelerated accretion on 310-30 loans and extension of future estimated cash flows from the quarterly re-measurement. In addition, slightly lower yields on the non 310-30 portfolio contributed to $0.5 million of the net interest income decrease. The fully taxable equivalent net interest margin of 3.26% decreased 0.42% primarily driven by a 0.26% impact from the lower 310-30 accretion income and a 0.14% impact from lower-yielding short-term investments. The higher level of low-yielding short-term investments during the quarter was driven by temporary client funds on deposit from one energy client.

Loans
Total loans ended the quarter at $2.7 billion, increasing $146.5 million, or 22.7% annualized, driven by record new loan originations of $316.9 million. Originated loans outstanding totaled $2.4 billion and increased $169.9 million, or 30.7% annualized. The second quarter new loan originations totaled $316.9 million and increased $153.5 million, or 93.9%, compared to the prior quarter, and $45.5 million, or 16.8%, compared to the second quarter of the prior year.

Asset Quality and Provision for Loan Losses
Non 310-30 loans totaled $2.6 billion and represented 93.8% of total loans at June 30, 2016. 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 totaled 0.58%, annualized, increasing from 0.10%, annualized in the prior quarter, driven by a $3.4 million previously reserved charge-off on a resolved energy sector loan. Excluding the energy sector charge-off, net charge-offs within the non-310-30 portfolio totaled 0.02%, annualized during the quarter. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDRs) represented 1.46% of total non 310-30 loans, compared to 1.87% at March 31, 2016, the decrease was driven by one energy sector credit totaling $6.2 million that was settled during the quarter. Outside of the energy sector, the loan portfolio credit profile remains strong as evidenced by the non-performing loans to total loans ratio of 0.44%, decreasing from 0.52% in the prior quarter. Furthermore, the classified ratio for the loan portfolio, outside of the energy sector, improved from 1.4% of non 310-30 loans as of March 31, 2016 to 1.3% as of June 30, 2016.

A provision for loan losses on the non 310-30 loans of $6.4 million was recorded during the second quarter of 2016, driven by net increases in the energy sector provision of $4.3 million. The non 310-30 allowance for loan losses was 1.55% of total non 310-30 loans compared to 1.53% in the prior quarter. Excluding the energy portfolio, the non 310-30 allowance for loan losses was 0.99% of total non 310-30 loans compared to 0.98% in the prior quarter.

Energy sector loan balances totaled $104.7 million at June 30, 2016, representing 3.8% of total loans, 2.4% of earning assets and 20.1% of the Company's risk based capital, and decreased from $132.1 million, or 20.8%, from the prior quarter. Of the $104.7 million energy sector loans, $55.0 million, or 52.6%, related to the midstream sector, $33.2 million, or 31.7%, related to the E&P sector and $16.5 million, or 15.7%, related to the energy services sector. Three energy sector loans with balances of $25.8 million were on non-accrual at June 30, 2016, with no new non-accruals added during the quarter. The total allowance for loan losses on the energy sector portfolio was 14.8% compared to 11.0% at prior quarter end.

Acquired problem loans accounted for under 310-30 totaled $169.3 million at June 30, 2016 and decreased $10.2 million during the second quarter, an annualized decrease of 22.9%, reflecting continued successful workout efforts on these acquired loans. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $0.5 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 $206.1 million.

Deposits
Total deposits averaged $4.0 billion during the second quarter, increasing $161.9 million, driven by a $167.5 million increase in transaction deposits (defined as total deposits less time deposits) which averaged $2.8 billion during the second quarter. Average non-interest bearing demand deposits increased $28.7 million, or 14.6% annualized, primarily driven by the growth of our small and mid-sized business clients. Other average interest bearing transaction deposits increased $138.8 million, driven by short-term money market deposits from one energy client. Adjusting for a short-term money market deposit with one client, average transaction deposits totaled $2.6 billion, consistent with the prior quarter. The average cost of total deposits increased one basis point to 0.36% compared to the prior quarter. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements, and at June 30, 2016, these client fundings comprised 97.5% of total liabilities.

Non-Interest Income
Non-interest income totaled $10.5 million in the second quarter of 2016, increasing $2.6 million. The increase was primarily due to a $1.8 million gain on the sale of a building, a $0.4 million increase in service charges, bank card fees and gain on sale of mortgages, a $0.2 million lower mark-to-market adjustment related to fair value interest rate swaps on fixed-rate term loans, and a combined $0.2 million increase from bank-owned life insurance income and other income.

Non-Interest Expense
Non-interest expense totaled $33.3 million, decreasing $1.6 million, or 4.5%, due to lower salaries and benefits of $1.0 million and higher OREO gains of $1.2 million, partially offset by a net increase of $0.6 million in other expense categories due to timing of professional fees and marketing campaigns.

Capital
Capital ratios continue to be strong and in excess of federal bank regulatory agency "well capitalized" thresholds. Shareholders' equity totaled $598.9 million at June 30, 2016 and decreased $5.0 million from prior quarter end. The decrease in equity is due to share repurchases of $11.0 million, offset by net income of $4.5 million and a $2.7 million increase in accumulated other comprehensive income which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio.

Book value per share was $20.79 at June 30, 2016 and increased $0.14 from prior quarter end. Tangible common book value per share increased to $18.68 at June 30, 2016 from $18.51 at prior quarter end, driven by a $0.10 per share increase from net income, net of dividends, coupled with a $0.09 increase in accumulated other comprehensive income, offset by $0.02 of other items. The tangible common equity to tangible assets ratio decreased to 11.78% at June 30, 2016 from 11.89%, driven by share repurchases of $11.0 million. The leverage ratio at June 30, 2016 for the consolidated company and the Bank was 11.04% and 8.30%, respectively.

Share buybacks during the second quarter totaled 555 thousand shares, or $11.0 million, at a weighted average price of $19.77. Year-to-date share buybacks through July 20^th totaled 1.8 million shares, or $34.6 million, at a weighted average price of $19.68. Since early 2013, we have repurchased 45.7% of our shares outstanding, at a weighted average price of $19.87.

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 June 30, 2016 accretable yield balance on the 310-30 loans of $67.8 million would add $1.43 after-tax to the tangible book value per share. A more conservative methodology that management uses values the excess yield above a 4.0% yield (an approximate yield on new loan originations) and then considers the timing of the excess accreted interest income recognition discounted at 5%. This would add $0.99 after-tax to our tangible book value per share as of June 30, 2016, resulting in a tangible common book value per share of $19.67.

Year-Over-Year Review
(All comparisons refer to the first six months of 2015, except as noted)

Net income for first six months of 2016 was $4.8 million, or $0.16 per diluted share, compared to a net loss of $0.1 million, or $0.00 per diluted share for the first six months of 2015. Fully taxable equivalent net interest income totaled $74.8 million and decreased $4.5 million, or 5.6%. Lower levels of higher-yielding 310-30 loans and investment portfolio paydowns decreased interest income $11.0 million and was partially offset by a $6.4 million increase in non 310-30 interest income from new loan originations. The fully taxable equivalent net interest margin narrowed 9 basis points to 3.47% from 3.56% due to higher levels of low-yielding short-term investments from short-term client funds on deposit in money market accounts.

Loan balances at June 30, 2016 totaled $2.7 billion and increased $410.0 million, or 17.6%, on the strength of $972.1 million in loan originations between the two periods. The strong loan originations were the result of continued market penetration. The acquired 310-30 loan portfolio declined $72.0 million, or 29.8%, as a result of the continued successful workout efforts that have been made on exiting acquired problem loans.

Total deposits and client repurchase agreements averaged $4.0 billion during the first six months of 2016, decreasing $7.0 million from the prior year as the increase in average transaction deposits of $250.1 million was offset by lower average time deposits of $134.0 million and lower average client repurchase agreements of $123.1 million. Transaction deposits averaged $2.7 billion during the first six months of 2016 and increased $250.1 million, or 10.1%. The increase was driven by higher average demand deposits of $61.8 million, or 8.3%, coupled with an increase in other low-cost transaction deposits of $188.3 million, or 10.9%. The mix of transaction deposits to total deposits improved to 69.1% at June 30, 2016 from 66.3% in the prior year. Additionally, the average cost of total deposits declined two basis point to 0.35%, resulting from the decrease in higher-cost time deposits. 

Provision for loan loss expense was $17.1 million during the first six months of 2016, compared to $3.3 million, an increase of $13.8 million driven by a $15.0 million increase in energy sector provision for loan losses. The non 310-30 allowance for loan losses ended the quarter at 1.55% of total non 310-30 loans compared to 0.93% in the prior year, increasing primarily due to higher reserves for the energy sector loans. At quarter end, the energy sector allowance for loan losses totaled 14.8% of energy loan balances. Excluding the energy reserves, the non 310-30 allowance was 0.99% of total non 310-30 loans compared to 1.00% at June 30, 2015. Net charge-offs on non 310-30 loans totaled 0.34%, annualized, compared to 0.06%, annualized. Excluding the energy portfolio, net charge-offs on non 310-30 loans were 0.06%, annualized, in the first six months of 2016.

Non-interest income was $18.4 million during the first six months of 2016, compared to $2.3 million in the prior year, an increase of $16.1 million. The increase was driven by negative $14.6 million of FDIC-related income in the prior year coupled with a $1.8 million gain on sale of a building this year. Bank card fees grew $0.5 million on the strength of interchange activity, offset by $0.3 million lower service charges due to lower instances of overdrafts, in addition to a lower mark-to-market adjustment related to fair value interest rate swaps on fixed-rate term loans of $0.5 million.

Non-interest expense totaled $68.2 million during the first six months of 2016, decreasing $8.9 million or 11.5%. The decrease was partially due to lower salaries and benefits of $1.0 million, lower professional fees of $0.6 million and lower occupancy and equipment of $0.4 million. Other non-interest expenses were also lower $4.1 million, primarily due to lower telecommunications and data processing expense benefiting from the core system conversion and lower marketing expense. Problem asset workout expenses decreased $1.7 million compared to the prior year consistent with the decrease in acquired problem credits. Additionally, the prior period included banking center consolidation related expenses of $1.1 million and warrant liability expenses of $0.1 million.

Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, July 22, 2016. Interested parties may listen to this call by dialing (877) 272-6762 (United States) / (615) 800-6832 (International) using the Conference ID of 92236155 and asking for the National Bank Holdings Corporation Second Quarter Earnings conference call. A telephonic replay of the call will be available beginning approximately two hours after the call's completion through August 5, 2016, by dialing (855) 859-2056 (United States) / (404) 537-3406 (International) using the Conference ID of 92236155. The earnings release 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 assets before provision for loan losses and taxes," "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," and "fully taxable equivalent" metrics, 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. 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 91 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company's subsidiary, NBH Bank, 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.

For more information visit: bankmw.com, cobnks.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:
Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;
Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;
Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;
NBH Bank: twitter.com/nbhbank;
or connect with any of our brands on LinkedIn.

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 the economy or supply-demand imbalances affecting local real estate values; 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 realize the anticipated benefits from converted core operating systems without significant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third party service providers and the risk of systems failures, interruptions or breaches of security; 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 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.