National Bank Holdings Corporation Announces Third Quarter 2014 Financial Results

GREENWOOD VILLAGE, Colo., Oct. 23, 2014 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) reported net income of $3.3 million, or $0.08 per diluted share, for the third quarter of 2014, compared to net income of $2.1 million, or $0.05 per diluted share, for the second quarter of 2014 and $0.9 million, or $0.02 per diluted share, for the third quarter of 2013.  For the first nine months of 2014, net income totaled $6.9 million, or $0.16 per diluted share, compared to net income of $5.9 million, or $0.11 per diluted share, during the first nine months of 2013.

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

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

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

Third Quarter 2014 Highlights

• Grew the strategic loan portfolio by $120.7 million, or 26.6% annualized, driven by $203.3 million in originations. 
• Successfully exited $37.2 million, or 51.2% annualized, of the remaining non-strategic loan portfolio, decreasing the balance to just $251.2 million at September 30, 2014.
• Added a net $11.4 million to accretable yield for the acquired loans accounted for under ASC 310-30.  The favorable results of the quarterly re-yielding also caused a $9.0 million increase in the future non-cash amortization of the FDIC indemnification asset that will be recognized primarily over the next five quarters.
• Credit quality remained strong, as annualized net charge-offs in the non 310-30 portfolio were 0.11% of average non 310-30 loans.   
• Average demand deposits increased 13.4% annualized, time deposits decreased 6.1% and the cost of deposits remained flat.
• Net interest income totaled $41.9 million, a $0.5 million decrease from the prior quarter primarily attributable to a $1.0 million decline in interest income on ASC 310-30 loans during the quarter, driven by lower balances in this portfolio.
• Banking fees increased $0.3 million, or 4.5%, and was broadly distributed across fee income categories. 
• Non-interest expenses decreased $1.9 million, or 4.7%, from the prior quarter.  Problem loan/OREO workout expenses totaled $1.9 million, decreasing $0.6 million from the prior quarter.
• Repurchased 2.8 million shares during the third quarter, or 6.5% of outstanding shares.  Since early 2013, 12.5 million shares have been repurchased, or 23.9% of outstanding shares, at a weighted average price of $19.73.
• At September 30, 2014, tangible common book value per share was $18.49 before consideration of the excess accretable yield value of $0.85 per share.

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

Net Interest Income

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

Loans

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

Asset Quality and Provision for Loan Losses

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

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

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

Deposits

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

Non-Interest Income

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

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

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

Non-Interest Expense

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

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

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

Capital

Capital ratios continue to be strong and well in excess of federal bank regulatory agency "well capitalized" thresholds.  Shareholders' equity totaled $809.0 million at September 30, 2014 and decreased $55.0 million from the prior quarter, primarily due to the repurchase of 2,774,863 shares in addition to a $3.2 million decrease in accumulated other comprehensive income, net of tax, which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio.  The shares repurchased during the quarter represented a 6.5% reduction in shares outstanding.

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

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

Year-Over-Year Review
(All comparisons refer to the first nine months of 2013)

Net income for the first nine months of 2014 was $6.9 million, or $0.16 per diluted share, compared to net income of $5.9 million for the first nine months of 2013, or $0.11 per diluted share.  Net interest income totaled $127.7 million during the first nine months of 2014 and decreased $7.7 million, or 5.7%, from the first nine months of 2013.  Average interest earning assets decreased $276.4 million, or 5.8%, from the first nine months of the prior year, largely due to the successful repurchase of 5.1 million shares and a reduction in the investment portfolio.  The decrease in interest earning assets was partially offset by a two basis point widening of the net interest margin to 3.84% from 3.82% (fully taxable equivalent).  The continued resolution of the acquired non-strategic loan portfolio was complemented by strong organic growth in the strategic loan portfolio, with the run-off of the investment securities portfolio providing the additional loan funding for the re-mixing of the interest-earning assets.  A two basis point decrease in the yield on interest earning assets was more than offset by a five basis point decrease in the cost of interest bearing liabilities, resulting in two basis point widening of the net interest margin to 3.84%.

Loan balances as of September 30, 2014 totaled $2.2 billion and increased $428.6 million, or 24.6%, since September 30, 2013.  Strategic loans increased $590.6 million since September 30, 2013, a 44.4% increase, on the strength of loan originations.  Loan originations during the first nine months of 2014 totaled $687.0 million, increasing 46.2% over the same period  in 2013 as a result of continued market penetration.  Non-strategic loans declined $162.0 million from a year ago, a 39.2% decrease, as a result of the continued workout progress that has been made on exiting acquired problem loans.

Average transaction deposits and client repurchase agreements totaled $2.5 billion during the first nine months of 2014 compared to 2013 and increased $26.9 million and were led by a $36.9 million increase in average demand deposits.   Total deposits and client repurchase agreements averaged $3.9 billion during the first nine months of 2014, decreasing $164.9 million from the prior year.  The decrease was primarily due to a $191.9 million decline in average time deposits as we continued to focus our deposit base on clients who were interested in market-rate time deposits and in developing a banking relationship, coupled with the California banking center and limited-service retirement center exits on December 31, 2013.  The mix of transaction deposits to total deposits improved to 63.2% at September 30, 2014 from 61.2% at September 30, 2013.  Additionally, the average cost of total deposits declined five basis points to 0.37% in the first nine months of 2014 from 0.42% during the first nine months of 2013. 

Provision for loan loss expense was $4.9 million during the first nine months of 2014, compared to $3.5 million during the first nine months of 2013, an increase of $1.5 million.  The increase in provision was primarily due to loan growth as credit quality remained strong and total net charge-offs were significantly lower at 0.06% of average loans during the first nine months of 2014 compared to 0.58% during the first nine months of 2013.

Non-interest income was $3.4 million in the first nine months of 2014 compared to $17.8 million during the same period of 2013, a decrease of $14.4 million.  The decrease was largely due to $8.0 million of additional non-cash FDIC indemnification asset amortization due to better performance of the underlying covered assets and a $5.8 million decline in other FDIC loss-sharing income from the same period in 2013 due to lower problem loan and OREO expenses on covered assets.  Banking fees of $22.3 million during the first nine months of 2014 were flat compared to the same period in 2013.

Non-interest expense totaled $116.9 million in the first nine months of 2014 compared to $139.7 million during the same period of 2013, a decrease of $22.9 million, or 16.4%.  Operating expenses of $112.9 million during the nine months ended September 30, 2014 decreased $11.2 million from the same period of 2013.  The 9.1% year-over-year decrease in operating expense was primarily due to lower salaries and benefits of $7.1 million in addition to decreases in most other non-interest expense categories, as a result of efficiency initiatives.  OREO and problem loan expenses declined $5.4 million as the volume of problem assets has steadily declined as a result of successful workout efforts on the acquired problem asset portfolio.  The third quarter of 2013 included $3.4 million of expenses related to banking center closures.  The change in the warrant liability contributed $2.9 million to the year-over-year decline.

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, October 24, 2014.  Interested parties may listen to this call by dialing (877) 272-6762 (United States)/(615) 800-6832 (International) using the Conference ID of 3618811 and asking for the National Bank Holdings Corporation Third Quarter Earnings conference call.  A telephonic replay of the call will be available beginning approximately two hours after the call's completion through November 7, 2014, by dialing (855) 859-2056 (United States)/(404) 537-3406 (International) using the Conference ID of 3618811.  The earnings release and an on-line replay of the call will also be available on the Company's website at www.nationalbankholdings.com by visiting the investor relations area.

About Non-GAAP Financial Measures

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

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

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

About National Bank Holdings Corporation

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

Forward-Looking Statements

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