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8-K - 8-K - National Bank Holdings Corpform8-kq22015earningsrelea.htm


Exhibit 99.1
National Bank Holdings Corporation Announces Second Quarter 2015 Financial Results

Greenwood Village, Colorado - (PR Newswire) – National Bank Holdings Corporation (NYSE: NBHC) reported a net loss of $1.3 million, or $0.04 per diluted share, for the second quarter of 2015, compared to net income of $1.2 million, or $0.03 per diluted share, during the first quarter of 2015, and net income of $2.1 million, or $0.05 per diluted share, during the second quarter of 2014.

In announcing these results, Chief Executive Officer Tim Laney said, "We delivered a record quarter for loan originations of $271.4 million, progressing towards our goal of $1 billion in annual originations. Strong originations led to loan growth of $112.3 million, or 20.3% annualized, while maintaining excellent credit quality.  We have remained focused on deepening our relationships with our small to mid-sized business clients and expanding our deposit base within our markets.  We continued our success growing average demand deposits, which have grown 9.6% since the second quarter of last year, providing solid low-cost funding sources."

Mr. Laney added, "We remained active in repurchasing our shares during the second quarter and repurchased another 1.8 million shares, or 4.9% of our outstanding shares.  Since early 2013, we have repurchased 33.2% of our shares outstanding, at a weighted average price of $19.45.  In July, we commenced a $100 million cash tender offer at a price per share between $19.60 and $22.50.  We believe that the completion of the tender offer would represent a prudent deployment of our shareholders’ capital in the current environment.”

Brian Lilly, Chief Financial Officer, added, “We continue 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/expense, the large expense/income related to the workout of acquired OREO and problem loans, the impacts of the change in the warrant liability, banking center closure expense accruals, and our data processing conversion-related expenses, which can be seen in our non-GAAP reconciliation starting on page 16. These items negatively impacted the second quarter by a net $0.20 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 18 months and the decreasing problem asset workout expenses. The additional $0.20 per diluted share would have resulted in an adjusted net income per diluted share of $0.16 for the second quarter of 2015 compared to an adjusted $0.15 for the second quarter of 2014. The adjusted return on average tangible assets was 0.56% during the second quarter. We feel that this analysis provides better clarity to the emerging profitability and the progress toward reaching our goal of 1% return on average tangible assets.”

Second Quarter 2015 Highlights
(All comparisons refer to the first quarter of 2015, except as noted)
Grew the strategic loan portfolio by $134.4 million, or 26.4% annualized.
Grew total loans $112.3 million, or 20.3% annualized, on the strength of a record $271.4 million of originations.
Credit quality remained strong, as annualized non 310-30 net charge-offs were only 0.10% of average non 310-30 loans.
Successfully exited $22.1 million, or 49.7% annualized, of the remaining non-strategic loan portfolio.
Added a net $4.4 million to accretable yield for the acquired loans accounted for under ASC 310-30.
Average demand deposits increased $25.1 million, or 13.7% annualized, leading the average transaction deposits and client repurchase agreements increase of $42 million during the second quarter, or 6.3% annualized.
Net interest income totaled $38.9 million, a $0.6 million decrease from the prior quarter. The quarterly decrease was primarily driven by lower levels of higher-yielding purchased loans.

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FDIC loss-share related non-interest income totaled a negative $6.1 million, including $7.3 million of non-cash amortization of the FDIC indemnification asset.
Repurchased 1.8 million shares during the second quarter, or 4.9% of outstanding shares. Since early 2013, 17.4 million shares have been repurchased, or 33.2% of then outstanding shares, at a weighted average price of $19.45.
At June 30, 2015, tangible common book value per share was $18.58 before consideration of the excess accretable yield value of $0.99 per share.

Second Quarter 2015 Results
(All comparisons refer to the first quarter of 2015, except as noted)

Net Interest Income
Net interest income totaled $38.9 million, a $0.6 million decrease, largely due to lower levels of higher-yielding purchased loans. Average interest earning assets remained consistent at $4.5 billion. The fully taxable equivalent net interest margin narrowed 6 basis points to 3.53% during the second quarter from 3.59% during the previous quarter, primarily due to lower levels of higher-yielding purchased loans. The impact of lower-yielding short-term investments resulting from increased client repurchase agreements earlier this year narrowed the second quarter net interest margin by 11 basis points. We are forecasting client repurchase funds to remain consistent throughout 2015, lowering our expected net interest margin for the remainder of 2015 to 3.50% to 3.60%, with forecasted net interest income in the range of $38 million to $40 million per quarter driven by interest earning assets in the $4.4 billion to $4.5 billion range.

Loans
Strategic loans totaled $2.1 billion at June 30, 2015 and grew $134.4 million during the quarter, or 26.4% annualized. Included in strategic loans outstanding are $1.9 billion in originated balances, which increased $155.1 million, or 35.6% annualized, over the prior quarter. Loan originations totaled $271.4 million and increased $67.7 million, or 33.2%, from the prior quarter. Total loans ended the quarter at $2.3 billion, increasing $112.3 million during the quarter, or 20.3% annualized. Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships totaled $156.4 million at June 30, 2015, decreasing $22.1 million during the quarter, or 49.7% 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 “strategic” include (a) geography, (b) total relationship with borrower and (c) credit metrics commensurate with our underwriting standards. We continue to expect full year 2015 total loan growth in the range of 15% to 25%.

Energy sector loan balances totaled $144.2 million at June 30, 2015, representing 6.2% of total loans and 3.3% of earning assets and decreased from $149.6 million at March 31, 2015, a decrease of 3.6%, as clients raised capital, increased cash positions and moderated borrowings in response to oil and natural gas prices that remain at cyclically low levels.  

Asset Quality and Provision for Loan Losses
Purchased loans accounted for under 310-30 totaled $241.3 million at June 30, 2015 and decreased $8.6 million during the second quarter, an annualized decrease of 13.7%, 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 $4.4 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 $200.4 million.

Non 310-30 loans totaled $2.1 billion and represented 89.6% of total loans at June 30, 2015. These loans are comprised of originated loans of $1.9 billion and acquired loans not accounted for under 310-30 of $185.9 million. Net charge-offs within the non 310-30 portfolio remained low at 0.10% 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 troubled debt restructurings) represented 0.72% of total non 310-30 loans, compared to 0.58% at March 31, 2015. The increase was primarily due to one energy-related loan that moved to non-accrual in the quarter. A provision for loan losses on the non 310-30 portfolio of $1.9 million was recorded during the second quarter of 2015, which was $0.4 million higher than the prior quarter and brought the allowance for loan losses on non 310-30 loans to 0.93% before consideration of $5.6 million of remaining purchase accounting

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discounts. Credit quality is projected to remain strong throughout 2015 with net charge-offs ranging from 10 to 15 basis points for the full year, and provision for loan losses increasing with loan growth.

OREO ended the quarter at $20.4 million, decreasing $3.1 million. Gains on sales of OREO were $0.6 million during the second quarter (of which $0.3 million of the gains were covered by loss-sharing agreements with the FDIC) compared to $1.5 million in the previous quarter (of which $0.7 million were covered by loss-sharing agreements with the FDIC). Of the $20.4 million of OREO at June 30, 2015, $13.4 million, or 65.8%, were covered by loss-sharing agreements with the FDIC.

Deposits
Transaction deposits (defined as total deposits less time deposits) and client repurchase agreements averaged $2.7 billion during the second quarter, increasing $42.0 million, or 6.3% annualized. Total average deposits and average client repurchase agreements remained consistent in the second quarter at $4.0 billion. Average total demand deposits increased $25.1 million, or 13.7% annualized, during the second quarter, primarily driven by the growth of our small and mid-sized business clients. Higher-cost average time deposits declined $45.0 million or 13.5% annualized. The average cost of total deposits increased one basis point to 0.37% compared to the prior quarter. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements and at June 30, 2015, these client fundings comprised 97.3% of total liabilities. We continue to forecast transaction deposit growth in the mid-single digits, a continued decline in time deposits, and flat total deposit growth through the end of 2015.

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 $8.7 million during the second quarter of 2015, an increase of $1.2 million or 16.4%, over the prior quarter. Growth and seasonal increases in service charges and bank card fees contributed $0.5 million of the increase. Also contributing to the increase were higher gains on sales of mortgages of $0.1 million, as well as a positive mark-to-market adjustment of $0.6 million related to fair value interest rate swaps on fixed-rate term loans We project banking related non-interest income growth in the mid-single digits on a full year-over-year basis.

FDIC loss-share related non-interest income totaled a negative $6.1 million for the second quarter compared to a negative $8.5 million during the prior quarter, increasing $2.4 million. The increase was primarily due to a $1.9 million increase in other FDIC loss-sharing income related to fewer covered OREO gains in the current quarter compared to last quarter, and increased FDIC expense reimbursements. As of June 30, 2015, the FDIC indemnification asset was $23.2 million.

"We continue to have success in our workout efforts regarding our purchased troubled loan portfolio and related OREO assets," 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 second quarter, we wrote-down this receivable $7.3 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 $7.0 million and $14.0 million, or $0.12 and $0.24 per diluted share for the remainder of 2015. We continue to discuss with the FDIC a potential early termination of the loss sharing agreements.”
 
Non-Interest Expense
Total non-interest expense was $40.4 million during the second quarter of 2015, increasing $3.7 million. Operating expenses totaled $37.5 million and increased $1.1 million due to higher salaries and benefits expense driven by an additional day and normal annual merit and promotional increases occurring during the second quarter. Additionally, the first quarter salaries and benefits expenses were lower due to reversals of 2014 incentive accruals. Operating expenses exclude OREO expenses, problem loan expense, the impact from the change in the warrant liability, data processing conversion-related expenses, and banking center closure expense accruals. Forecasted operating expenses are between $37.0 million and $38.0 million per quarter for the remainder of the year, with data processing conversion-related charges in the range of $2.5 million to $3.5 million for the remainder of 2015.

We plan to close three banking centers in our Bank Midwest footprint during the third quarter 2015 and consolidate them with nearby locations to better align our resources to focus on serving our clients. Two owned banking centers were classified as held-

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for-sale during the second quarter, resulting in a fair value impairment charge of $1.1 million. The payback on the consolidation is expected to be less than two years.

OREO and problem loan expenses totaled $1.1 million and increased $0.7 million from the prior quarter. The increase was due to fewer OREO gains realized compared to the prior quarter. OREO and problem loan expenses are expected to continue to fluctuate quarterly as the acquired problem asset portfolio is resolved. OREO and problem loan net expense is projected to be approximately $1.0 million per quarter for the remainder of 2015.

Warrant liability fair value adjustments totaled $0.5 million in expense during the second quarter, increasing $0.9 million from prior quarter due to the change in our share price.

Income tax expense totaled $0.7 million during the second quarter.  The net tax expense includes $1.7 million of non-cash deferred tax asset write-offs. As previously disclosed, these charges were related to stock compensation agreements which expired during the quarter.  Without the $1.7 million of non-cash charges, we would have recorded a net tax benefit of $1.0 million which is reflective of the continued success of our tax strategies and tax-exempt income of $1.4 million.  We forecast another $0.2 million of non-cash deferred tax asset write-offs related to expired stock compensation agreements in the fourth quarter of 2015.

Capital
Capital ratios continue to be strong and well in excess of federal bank regulatory agency “well capitalized” thresholds. Shareholders’ equity totaled $718.3 million at June 30, 2015 and decreased $44.4 million from the prior quarter. The decrease was due to the repurchase of 1.8 million shares coupled with a $7.6 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 represented a 4.9% reduction in shares outstanding during the quarter, which brings the cumulative shares repurchased since early 2013 to 33.2% of the shares then outstanding.

Tangible common book value per share at June 30, 2015 was $18.58, compared to $18.86 at March 31, 2015, and the tangible common equity to tangible assets ratio decreased 0.27% to 13.83% at June 30, 2015.

The leverage ratio at June 30, 2015 for the consolidated company and the Bank was 13.51% and 11.27%, respectively. Subsequent to June 30, 2015, the Bank distributed $36.0 million of capital to the holding company, which decreased the Bank's leverage ratio to 10.52%.
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, 2015 accretable yield balance on the 310-30 loans of $103.4 million would add $1.80 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 $0.99 after-tax to our tangible book value per share as of June 30, 2015.
Year-Over-Year Review
(All comparisons refer to the first six months of 2014)

For the first six months of 2015, the net loss totaled $0.1 million, or $0.00 per diluted share, compared to net income of $3.6 million for the first six months of 2014, or $0.08 per diluted share.  Net interest income totaled $78.3 million and decreased $7.4 million, or 8.7%, from the first six months of 2014, largely due to lower levels of higher-yielding purchased loans. Average interest earning assets remained relatively stable as increases in the originated loan portfolio and cash offset a reduction in the investment portfolio and non-strategic purchased loans. The continued resolution of the higher-yielding acquired non-strategic loan portfolio led to a 33 basis point narrowing of the fully taxable equivalent net interest margin to 3.56% from 3.89%. The elevated level of lower-yielding short-term investments that resulted from the increased client repurchase agreements negatively impacted the net interest margin by 12 basis points for the first six months of 2015.

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Loan balances as of June 30, 2015 totaled $2.3 billion and increased $240.7 million, or 11.5%, since June 30, 2014. Strategic loans increased $372.7 million since June 30, 2014, a 20.7% increase, on the strength of $860.6 million in loan originations between the two periods. The strong loan originations were the result of continued market penetration and the success of specialty lending groups. Non-strategic loans declined $132.0 million from a year ago, a 45.8% decrease, as a result of the continued workout progress on exiting acquired problem loans.
Average transaction deposits and client repurchase agreements totaled $2.7 billion during the first six months of 2015 and increased $212.1 million, or 8.5% from the same period in 2014, and were led by a $144.4 million increase in average client repurchase agreements and a $66.3 million, or 9.8%, increase in average demand deposits as a result of our strategic focus on relationship banking. Total deposits and client repurchase agreements averaged $4.0 billion during the first six months of 2015, increasing $79.8 million, or 2.0%, from the first six months of the prior year. The increase was due to the aforementioned increases in client repurchase agreements and demand deposits, offset by lower time deposits of $132.3 million. The mix of transaction deposits to total deposits improved to 66.3% at June 30, 2015 from 63.0% at June 30, 2014. Additionally, the cost of total deposits was consistent at 0.37% in the first six months of 2015 and 2014.
Provision for loan losses expense was $3.3 million compared to $3.4 million during the first six months of 2014, a decrease of $0.1 million. The non 310-30 allowance was 0.93% of total non 310-30 loans compared to 0.84% in the prior year. Net charge-offs on non 310-30 loans remained low at only 0.06% during the first six months of 2015 compared to 0.04% during the same period of 2014.
Non-interest income totaled $2.3 million for the first six months of 2015 compared to $1.8 million during the same period of 2014, an increase of $0.5 million. Banking related non-interest income of $16.1 million during the first six months of 2015 was up $1.6 million, or 11.3%, compared to the same period last year as a result of increases in bank card fees, gain on sale of mortgages and bank owned life insurance income and was partially offset by a decrease in client overdraft fees. FDIC-related non-interest income totaled $14.6 million and increased $0.5 million as income from FDIC expense billings more than offset the additional FDIC indemnification asset amortization.
Non-interest expense totaled $77.1 million compared to $78.9 million, a decrease of $1.8 million, or 2.3%. Operating expenses decreased $1.7 million, or 2.3%, during the first six months compared to prior year. OREO and problem loan expenses declined $3.3 million and were driven by $2.0 million less OREO expenses and increased net gains on OREO sales of $1.1 million. Expense from the change in the fair value of the warrant liability increased $1.6 million during the first six months of 2015 compared to the first six months of 2014. Banking center closure expense accruals totaled $1.1 million in the first six months of 2015 due to fair value impairment charges on banking centers classified as held-for-sale.
Other
The acquisition of Pine River Bank Corporation has received regulatory approval, with an expected close date of July 31, 2015. The Company will acquire Pine River Bank Corporation for cash at tangible book value at closing, adjusted for certain items. At March 31, 2015, Pine River Bank Corporation held assets of $140.0 million; loans of $67.6 million; deposits of $125.0 million; and capital of $13.8 million.
All prior comments on forecasted results do not consider the impact of the Pine River Bank Corporation acquisition.
About Non-GAAP Financial Measures
Certain of the financial measures and ratios we present, including “operating expenses,” “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

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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.

Certain Information Regarding the Tender Offer
The information in this press release describing the Company's tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of the Company's Class A common stock in the tender offer. The tender offer is being made only pursuant to the Offer to Purchase and the related materials that the Company is distributing to its stockholders, as they may be amended or supplemented. Stockholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Stockholders of the Company may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that the Company has filed with the Securities and Exchange Commission from the Securities and Exchange Commission's website at www.sec.gov. Stockholders or investors who have questions or need assistance or may obtain a copy of these documents, without charge, by calling Keefe, Bruyette & Woods, Inc., the dealer manager and information agent for the tender offer, toll free at 877-892-9475. Stockholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer.
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

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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.

Contact:
Analysts/Institutional Investors: Brian Lilly, Chief Financial Officer, (720) 529-3315, ir@nationalbankholdings.com
Media: Whitney Bartelli, SVP Director of Marketing, (816) 298-2203, media@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 six months ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
June 30,
 
2015
 
2015
 
2014
 
2015
 
2014
Total interest and dividend income
$
42,517

 
$
43,087

 
$
46,005

 
$
85,604

 
$
92,890

Total interest expense
3,662

 
3,608

 
3,582

 
7,270

 
7,120

Net interest income before provision for loan losses
38,855

 
39,479

 
42,423

 
78,334

 
85,770

Provision for loan losses on 310-30 loans
8

 
50

 
(90
)
 
58

 
(144
)
Provision for loan losses on non 310-30 loans
1,850

 
1,403

 
1,750

 
3,253

 
3,573

Net interest income after provision for loan losses
36,997

 
38,026

 
40,763

 
75,023

 
82,341

Non-interest income:
 
 
 
 
 
 
 
 
 
FDIC indemnification asset amortization
(7,283
)
 
(7,670
)
 
(5,959
)
 
(14,953
)
 
(13,567
)
Other FDIC loss-sharing income (expense)
1,138

 
(810
)
 
(649
)
 
328

 
(1,606
)
Service charges
3,697

 
3,327

 
3,870

 
7,024

 
7,410

Bank card fees
2,699

 
2,550

 
2,559

 
5,249

 
4,933

Gain on sale of mortgages, net
546

 
400

 
202

 
946

 
410

Other non-interest income
1,723

 
1,166

 
896

 
2,889

 
1,721

Gain on previously charged-off acquired loans
39

 
58

 
232

 
97

 
528

OREO related write-ups and other income
188

 
500

 
1,010

 
688

 
1,978

Total non-interest income (expense)
2,747

 
(479
)
 
2,161

 
2,268

 
1,807

Non-interest expense:
 
 
 
 
 
 
 
 
 
Salaries and benefits
21,156

 
20,077

 
20,428

 
41,233

 
41,202

Occupancy and equipment
6,069

 
6,089

 
6,209

 
12,158

 
12,683

Professional fees
962

 
1,120

 
688

 
2,082

 
1,326

Other non-interest expense
8,144

 
8,111

 
9,290

 
16,255

 
17,666

Other real estate owned expenses
(income)
406

 
(418
)
 
1,402

 
(12
)
 
3,035

Problem loan expenses
723

 
799

 
1,082

 
1,522

 
1,767

Intangible asset amortization
1,336

 
1,336

 
1,336

 
2,672

 
2,672

Loss (gain) from the change in fair value of warrant liability
508

 
(390
)
 
(580
)
 
118

 
(1,478
)
Banking center closure related expenses
1,089

 

 

 
1,089

 

Total non-interest expense
40,393

 
36,724

 
39,855

 
77,117

 
78,873

(Loss) income before income taxes
(649
)
 
823

 
3,069

 
174

 
5,275

Income tax expense (benefit)
692

 
(423
)
 
940

 
269

 
1,715

Net (loss) income
$
(1,341
)
 
$
1,246

 
$
2,129

 
$
(95
)
 
$
3,560

(Loss) income per share - basic
$
(0.04
)
 
$
0.03

 
$
0.05

 
$

 
$
0.08

(Loss) income per share - diluted
$
(0.04
)
 
$
0.03

 
$
0.05

 
$

 
$
0.08



8



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
Consolidated Statements of Condition (Unaudited)
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
December 31, 2014
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
242,441

 
$
490,104

 
$
173,059

 
$
256,979

Securities purchased under agreements to resell
50,000

 

 

 

Investment securities available-for-sale
1,316,829

 
1,413,414

 
1,647,196

 
1,479,214

Investment securities held-to-maturity
472,605

 
503,610

 
588,382

 
530,590

Non-marketable securities
27,050

 
27,050

 
21,654

 
27,045

Loans receivable, net
2,328,524

 
2,216,269

 
2,087,831

 
2,162,409

Allowance for loan losses
(20,241
)
 
(18,873
)
 
(15,572
)
 
(17,613
)
Loans, net
2,308,283

 
2,197,396

 
2,072,259

 
2,144,796

Loans held for sale
10,037

 
4,935

 
4,144

 
5,146

FDIC indemnification asset, net
23,215

 
27,854

 
51,409

 
39,082

Other real estate owned
20,367

 
23,417

 
55,443

 
29,120

Premises and equipment, net
102,228

 
104,334

 
109,994

 
106,341

Goodwill
59,630

 
59,630

 
59,630

 
59,630

Intangible assets, net
14,210

 
15,546

 
19,556

 
16,883

Other assets
130,955

 
123,760

 
77,460

 
124,820

Total assets
$
4,777,850

 
$
4,991,050


$
4,880,186

 
$
4,819,646

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Non-interest bearing demand deposits
$
777,727

 
$
758,763

 
$
719,248

 
$
732,580

Interest bearing demand deposits
389,270

 
390,523

 
384,160

 
386,121

Savings and money market
1,327,953

 
1,358,515

 
1,324,880

 
1,290,436

Total transaction deposits
2,494,950

 
2,507,801


2,428,288

 
2,409,137

Time deposits
1,267,539

 
1,324,661

 
1,428,045

 
1,357,051

Total deposits
3,762,489

 
3,832,462


3,856,333

 
3,766,188

Securities sold under agreements to repurchase
187,314

 
284,161

 
85,432

 
133,552

Federal Home Loan Bank advances
40,000

 
40,000

 

 
40,000

Other liabilities
69,781

 
71,751

 
74,488

 
85,331

Total liabilities
4,059,584

 
4,228,374


4,016,253

 
4,025,071

Shareholders' equity:
 
 
 
 
 
 
 
Common stock
513

 
512

 
512

 
512

Additional paid in capital
994,454

 
993,874

 
991,440

 
993,212

Retained earnings
36,709

 
39,866

 
39,019

 
40,528

Treasury stock
(317,854
)
 
(283,661
)
 
(172,114
)
 
(245,516
)
Accumulated other comprehensive income, net of tax
4,444

 
12,085

 
5,076

 
5,839

Total shareholders' equity
718,266

 
762,676


863,933

 
794,575

Total liabilities and shareholders' equity
$
4,777,850

 
$
4,991,050


$
4,880,186

 
$
4,819,646

SHARE DATA
 
 
 
 
 
 
 
Average basic shares outstanding
36,164,617

 
38,028,506

 
43,868,164

 
39,439,646

Average diluted shares outstanding
36,164,617

 
38,028,612

 
43,880,263

 
39,444,330

Ending shares outstanding
35,053,339

 
36,797,787

 
42,637,687

 
38,884,953

Common book value per share
$
20.49

 
$
20.73

 
$
20.26

 
$
20.43

Tangible common book value per share (1)
$
18.58

 
$
18.86

 
$
18.53

 
$
18.63

Tangible common book value per share, excluding accumulated other comprehensive income(1)
$
18.46

 
$
18.53

 
$
18.41

 
$
18.48

CAPITAL RATIOS
 
 
 
 
 
 
 
Average equity to average assets
15.24
%
 
15.88
%
 
18.14
%
 
16.75
%
Tangible common equity to tangible assets (1)
13.83
%
 
14.10
%
 
16.44
%
 
15.25
%
Leverage ratio
13.51
%
 
14.12
%
 
16.20
%
 
14.98
%
(1) Represents a non-GAAP financial measure. See non-GAAP reconciliation 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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
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
$
21,417

 
$
895,309

 
$
916,726

 
$
21,481

 
$
832,724

 
$
854,205

 
$
45,844

 
$
641,134

 
$
686,978

Agriculture
18,486

 
122,468

 
140,954

 
19,067

 
113,608

 
132,675

 
22,652

 
137,488

 
160,140

Commercial real estate
166,481

 
416,885

 
583,366

 
171,742

 
388,833

 
560,575

 
238,771

 
352,066

 
590,837

Residential real estate
31,162

 
623,167

 
654,329

 
33,158

 
602,904

 
636,062

 
45,472

 
571,565

 
617,037

Consumer
3,749

 
29,400

 
33,149

 
4,406

 
28,346

 
32,752

 
5,538

 
27,301

 
32,839

Total
$
241,295

 
$
2,087,229

 
$
2,328,524

 
$
249,854

 
$
1,966,415

 
$
2,216,269

 
$
358,277

 
$
1,729,554

 
$
2,087,831

Covered
$
139,250

 
$
27,899

 
$
167,149

 
$
142,345

 
$
29,542

 
$
171,887

 
$
216,559

 
$
46,298

 
$
262,857

Non-covered
102,045

 
2,059,330

 
2,161,375

 
107,509

 
1,936,873

 
2,044,382

 
141,718

 
1,683,256

 
1,824,974

Total
$
241,295

 
$
2,087,229

 
$
2,328,524

 
$
249,854


$
1,966,415

 
$
2,216,269

 
$
358,277

 
$
1,729,554

 
$
2,087,831

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strategic/Non-Strategic Period-End Loan Balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
 
Strategic
 
Non-strategic
 
Total
Commercial
$
893,604

 
$
23,122

 
$
916,726

 
$
826,190

 
$
28,015

 
$
854,205

 
$
627,588

 
$
59,390

 
$
686,978

Agriculture
139,226

 
1,728

 
140,954

 
130,711

 
1,964

 
132,675

 
156,760

 
3,380

 
160,140

Owner-occupied commercial real estate
164,157

 
17,709

 
181,866

 
151,463

 
18,258

 
169,721

 
139,892

 
24,530

 
164,422

Commercial real estate
305,585

 
95,915

 
401,500

 
279,768

 
111,086

 
390,854

 
252,298

 
174,117

 
426,415

Residential real estate
637,758

 
16,571

 
654,329

 
618,631

 
17,431

 
636,062

 
592,239

 
24,798

 
617,037

Consumer
31,780

 
1,369

 
33,149

 
30,974

 
1,778

 
32,752

 
30,676

 
2,163

 
32,839

Total
$
2,172,110

 
$
156,414

 
$
2,328,524

 
$
2,037,737

 
$
178,532

 
$
2,216,269

 
$
1,799,453


$
288,378


$
2,087,831


Originations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second
 
First
 
Fourth
 
Third
 
Second
 
quarter
 
quarter
 
quarter
 
quarter
 
quarter
 
2015
 
2015
 
2014
 
2014
 
2014
Commercial
$
147,321

 
$
129,120

 
$
102,732

 
$
110,083

 
$
133,671

Agriculture
19,019

 
3,605

 
4,952

 
7,014

 
10,288

Owner-occupied commercial real estate
17,566

 
12,778

 
11,139

 
10,293

 
28,803

Commercial real estate
38,113

 
21,898

 
27,617

 
33,817

 
45,903

Residential real estate
44,699

 
33,042

 
31,680

 
35,404

 
44,539

Consumer
4,669

 
3,247

 
4,111

 
6,678

 
3,556

Total
$
271,387

 
$
203,690

 
$
182,231

 
$
203,289

 
$
266,760


10



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
 
 
 
Three months ended
June 30, 2015
 
Three months ended
March 31, 2015
 
Three months ended
June 30, 2014
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
243,694

 
$
11,772

 
19.32
%
 
$
266,573

 
$
12,694

 
19.05
%
 
$
387,817

 
$
15,378

 
15.86
%
Non 310-30 loans(1)(2)(3)(4)
1,987,015

 
20,944

 
4.23
%
 
1,917,774

 
19,682

 
4.16
%
 
1,632,234

 
17,896

 
4.40
%
Investment securities available-for-sale
1,367,746

 
6,338

 
1.85
%
 
1,449,654

 
6,897

 
1.90
%
 
1,702,665

 
8,274

 
1.94
%
Investment securities held-to-maturity
491,155

 
3,426

 
2.79
%
 
519,155

 
3,675

 
2.83
%
 
604,827

 
4,332

 
2.86
%
Other securities
27,049

 
317

 
4.69
%
 
27,101

 
327

 
4.83
%
 
23,214

 
270

 
4.65
%
Interest earning deposits and securities purchased under agreements to resell
360,209

 
270

 
0.30
%
 
329,637

 
207

 
0.25
%
 
111,141

 
75

 
0.27
%
Total interest earning assets(4)
$
4,476,868

 
$
43,067

 
3.86
%
 
$
4,509,894

 
$
43,482

 
3.91
%
 
$
4,461,898

 
$
46,225

 
4.16
%
Cash and due from banks
56,400

 
 
 
 
 
57,766

 
 
 
 
 
58,054

 
 
 
 
Other assets
354,758

 
 
 
 
 
365,996

 
 
 
 
 
376,477

 
 
 
 
Allowance for loan losses
(19,207
)
 
 
 
 
 
(18,555
)
 
 
 
 
 
(14,783
)
 
 
 
 
Total assets
$
4,868,819

 
 
 
 
 
$
4,915,101

 
 
 
 
 
$
4,881,646

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,723,429

 
$
1,102

 
0.26
%
 
$
1,718,010

 
$
1,071

 
0.25
%
 
$
1,722,111

 
$
1,099

 
0.26
%
Time deposits
1,294,908

 
2,349

 
0.73
%
 
1,339,897

 
2,328

 
0.70
%
 
1,435,155

 
2,457

 
0.69
%
Securities sold under agreements to repurchase
239,059

 
45

 
0.08
%
 
227,584

 
45

 
0.08
%
 
83,514

 
26

 
0.12
%
Federal Home Loan Bank advances
40,000

 
166

 
1.66
%
 
40,000

 
164

 
1.66
%
 

 

 
0.00
%
Total interest bearing liabilities
$
3,297,396

 
$
3,662

 
0.45
%
 
$
3,325,491

 
$
3,608

 
0.44
%
 
$
3,240,780

 
$
3,582

 
0.44
%
Demand deposits
758,288

 
 
 
 
 
733,230

 
 
 
 
 
691,851

 
 
 
 
Other liabilities
71,009

 
 
 
 
 
75,917

 
 
 
 
 
63,588

 
 
 
 
Total liabilities
4,126,693

 
 
 
 
 
4,134,638

 
 
 
 
 
3,996,219

 
 
 
 
Shareholders' equity
742,126

 
 
 
 
 
780,463

 
 
 
 
 
885,427

 
 
 
 
Total liabilities and shareholders' equity
$
4,868,819

 
 
 
 
 
$
4,915,101

 
 
 
 
 
$
4,881,646

 
 
 
 
Net interest income
 
 
$
39,405

 
 
 
 
 
$
39,874

 
 
 
 
 
$
42,643

 
 
Interest rate spread
 
 
 
 
3.41
%
 
 
 
 
 
3.47
%
 
 
 
 
 
3.72
%
Net interest earning assets
$
1,179,472

 
 
 
 
 
$
1,184,403

 
 
 
 
 
$
1,221,118

 
 
 
 
Net interest margin(4)
 
 
 
 
3.53
%
 
 
 
 
 
3.59
%
 
 
 
 
 
3.83
%
Ratio of average interest earning assets to average interest bearing liabilities
135.77
%
 
 
 
 
 
135.62
%
 
 
 
 
 
137.68
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 $1.8 billion, $1.7 billion and $1.3 billion, and interest income of $16.8 million, $16.2 million and $13.5 million, with yields of 3.76%, 3.88% and 4.02% for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during the three months ended June 30, 2015, March 31, 2015 and June 30, 2014 were $6.7 million, $2.9 million and $2.5 million, and interest income was $154 thousand, $77 thousand and $57 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 $550 thousand, $395 thousand and $220 thousand for the three months ended June 30, 2015, March 31, 2015 and June 30, 2014, respectively.


11



NATIONAL BANK HOLDINGS CORPORATION
Summary of Net Interest Margin
(Dollars in thousands)
 
 
 
For the six months ended June 30, 2015
 
For the six months ended June 30, 2014
 
 
Average
 
 
 
Average
 
Average
 
 
 
Average
 
 
Balance
 
Interest
 
Rate
 
Balance
 
Interest
 
Rate
Interest earning assets:
 
 
 
 
 
 
 
 
 
 
 
ASC 310-30 loans
$
255,070

 
$
24,466

 
19.18
%
 
$
405,975

 
$
32,278

 
15.90
%
Non 310-30 loans(1)(2)(3)(4)
1,952,585

 
40,626

 
4.20
%
 
1,556,872

 
34,402

 
4.46
%
Investment securities available-for-sale
1,408,474

 
13,235

 
1.88
%
 
1,740,989

 
16,921

 
1.94
%
Investment securities held-to-maturity
505,077

 
7,101

 
2.81
%
 
617,777

 
8,853

 
2.87
%
Other securities
27,075

 
644

 
4.76
%
 
27,412

 
659

 
4.81
%
Interest earning deposits and securities purchased under agreements to resell
345,008

 
477

 
0.28
%
 
120,695

 
156

 
0.26
%
Total interest earning assets(4)
$
4,493,289

 
$
86,549

 
3.88
%
 
$
4,469,720

 
$
93,269

 
4.21
%
Cash and due from banks
57,079

 
 
 
 
 
58,493

 
 
 
 
Other assets
360,347

 
 
 
 
 
381,407

 
 
 
 
Allowance for loan losses
(18,883
)
 
 
 
 
 
(13,965
)
 
 
 
 
Total assets
$
4,891,832

 
 
 
 
 
$
4,895,655

 
 
 
 
Interest bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest bearing demand, savings and money market deposits
$
1,720,734

 
$
2,173

 
0.25
%
 
$
1,719,389

 
$
2,156

 
0.25
%
Time deposits
1,317,278

 
4,677

 
0.72
%
 
1,449,557

 
4,906

 
0.68
%
Securities sold under agreements to repurchase
233,353

 
90

 
0.08
%
 
88,948

 
58

 
0.13
%
Federal Home Loan Bank advances
40,000

 
330

 
1.66
%
 

 

 
0.00
%
Total interest bearing liabilities
$
3,311,365

 
$
7,270

 
0.44
%
 
$
3,257,894

 
$
7,120

 
0.44
%
Demand deposits
745,828

 
 
 
 
 
679,498

 
 
 
 
Other liabilities
73,450

 
 
 
 
 
65,350

 
 
 
 
Total liabilities
4,130,643

 
 
 
 
 
4,002,742

 
 
 
 
Shareholders' equity
761,189

 
 
 
 
 
892,913

 
 
 
 
Total liabilities and shareholders' equity
$
4,891,832

 
 
 
 
 
$
4,895,655

 
 
 
 
Net interest income
 
 
$
79,279

 
 
 
 
 
$
86,149

 
 
Interest rate spread
 
 
 
 
3.44
%
 
 
 
 
 
3.77
%
Net interest earning assets
$
1,181,924

 
 
 
 
 
$
1,211,826

 
 
 
 
Net interest margin(4)
 
 
 
 
3.56
%
 
 
 
 
 
3.89
%
Ratio of average interest earning assets to average interest bearing liabilities
135.69
%
 
 
 
 
 
137.20
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 $1.7 billion and $1.3 billion, and interest income of $33.0 million and $25.6 million, with yields of 3.82% and 4.08% for the six months ended June 30, 2015 and 2014, respectively.
(3)
Non 310-30 loans include loans held-for-sale. Average balances during the six months ended June 30, 2015 and 2014 were $4.8 million and $2.4 million, and interest income was $231 thousand and $102 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 $945 thousand and $379 thousand for the six months ended June 30, 2015 and 2014, respectively.


12



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Allowance For Loan Losses Analysis (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of and for the three months ended:
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
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
$
771

 
$
18,102

 
$
18,873

 
$
721

 
$
16,892

 
$
17,613

 
$
1,224

 
$
12,748

 
$
13,972

Net charge-offs
(14
)
 
(476
)
 
(490
)
 

 
(193
)
 
(193
)
 
(36
)
 
(24
)
 
(60
)
Provision (recoupment)/expense
8

 
1,850

 
1,858

 
50

 
1,403

 
1,453

 
(90
)
 
1,750

 
1,660

Ending allowance for loan losses
$
765

 
$
19,476

 
$
20,241

 
$
771

 
$
18,102

 
$
18,873

 
$
1,098

 
$
14,474

 
$
15,572

Ratio of annualized net charge-offs to average total loans during the period, respectively
0.02
%
 
0.10
%
 
0.09
%
 
0.00
%
 
0.04
%
 
0.04
%
 
0.04
%
 
0.01
%
 
0.01
%
Ratio of allowance for loan losses to total loans outstanding at period end, respectively
0.32
%
 
0.93
%
 
0.87
%
 
0.31
%
 
0.92
%
 
0.85
%
 
0.31
%
 
0.84
%
 
0.75
%
Ratio of allowance for loan losses to total non-performing loans at period end, respectively
0.00
%
 
129.18
%
 
134.25
%
 
0.00
%
 
159.38
%
 
166.16
%
 
0.00
%
 
71.19
%

76.59
%
Total loans
$
241,295

 
$
2,087,229

 
$
2,328,524

 
$
249,854

 
$
1,966,415

 
$
2,216,269

 
$
358,277

 
$
1,729,554

 
$
2,087,831

Average total loans during the period
$
243,694

 
$
1,980,296

 
$
2,223,990

 
$
266,573

 
$
1,917,774

 
$
2,184,347

 
$
387,817

 
$
1,629,773

 
$
2,017,590

Total non-performing loans(2)
$

 
$
15,077

 
$
15,077

 
$

 
$
11,358

 
$
11,358

 
$

 
$
20,332

 
$
20,332

Past Due Loans(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
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
Loans 30-89 days past due and still accruing interest
$
2,206

 
$
2,795

 
$
5,001

 
$
1,738

 
$
1,186

 
$
2,924

 
$
5,402

 
$
4,267

 
$
9,669

Loans 90 days past due and still accruing interest
24,854

 
21

 
24,875

 
24,797

 
174

 
24,971

 
44,450

 
317

 
44,767

Non-accrual loans

 
9,691

 
9,691

 

 
4,907

 
4,907

 

 
16,878

 
16,878

Restructured loans on non-accrual

 
5,386

 
5,386

 

 
6,451

 
6,451

 

 
3,454

 
3,454

Total past due and non-accrual loans
$
27,060

 
$
17,893

 
$
44,953

 
$
26,535

 
$
12,718

 
$
39,253

 
$
49,852


$
24,916


$
74,768

Total 90 days past due and still accruing interest and non-accrual loans to total loans, respectively
10.30
%
 
0.72
%
 
1.72
%
 
9.92
%
 
0.59
%
 
1.64
%
 
12.41
%

1.19
%

3.12
%
Total non-accrual loans to total loans, respectively
0.00
%
 
0.72
%
 
0.65
%
 
0.00
%
 
0.58
%
 
0.51
%
 
0.00
%
 
1.18
%

0.97
%
% of total past due and non-accrual loans that carry fair value marks
100.00
%
 
17.72
%
 
67.25
%
 
100.00
%
 
33.97
%
 
78.61
%
 
100.00
%
 
27.44
%
 
75.82
%
% of total past due and non-accrual loans that are covered by FDIC loss sharing agreements, respectively
89.72
%
 
6.37
%
 
56.54
%
 
85.59
%
 
9.95
%
 
61.08
%
 
75.52
%
 
8.63
%
 
53.23
%

13



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Data (Covered/Non-covered)(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
 
Non-covered
 
Covered
 
Total
Non-accrual loans
$
9,582

 
$
109

 
$
9,691

 
$
4,816

 
$
91

 
$
4,907

 
$
16,405

 
$
472

 
$
16,877

Restructured loans on non-accrual
4,355

 
1,031

 
5,386

 
5,388

 
1,063

 
6,451

 
1,846

 
1,609

 
3,455

Total non-performing loans(2)
13,937


1,140


15,077


10,204


1,154


11,358

 
18,251

 
2,081

 
20,332

OREO
6,971

 
13,395

 
20,366

 
7,529

 
15,888

 
23,417

 
24,690

 
30,753

 
55,443

Other repossessed assets
894

 

 
894

 
829

 

 
829

 
884

 
160

 
1,044

Total non-performing assets
$
21,802


$
14,535

 
$
36,337

 
$
18,562

 
$
17,042

 
$
35,604

 
$
43,825


$
32,994


$
76,819

Loans 90 days or more past due and still accruing interest
$
21

 
$

 
$
21

 
$
99

 
$
75

 
$
174

 
$
317

 
$

 
$
317

Accruing restructured loans(3)
$
13,469

 
$
1,743

 
$
15,212

 
$
6,817

 
$
1,846

 
$
8,663

 
$
15,847

 
$
7,855

 
$
23,702

Allowance for loan losses
 
 
 
 
$
20,241

 
 
 
 
 
$
18,873

 
 
 
 
 
$
15,572

Total non-performing loans to total non-covered, total covered, and total loans, respectively
0.64
%
 
0.68
%
 
0.65
%
 
0.50
%
 
0.67
%
 
0.51
%
 
1.00
%
 
0.79
%
 
0.97
%
Loans 90 days or more past due and still accruing interest to total non-covered loans, total covered loans, and total loans, respectively
0.00
%
 
0.00
%
 
0.00
%
 
0.00
%
 
0.04
%
 
0.01
%
 
0.02
%
 
0.00
%
 
0.20
%
Total non-performing assets to total assets
 
 
 
 
0.76
%
 
 
 
 
 
0.71
%
 
 
 
 
 
1.57
%
Allowance for loan losses to non-performing loans
 
 
 
 
134.25
%
 
 
 
 
 
166.16
%
 
 
 
 
 
76.59
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
Accretable yield at beginning of period
$
110,818

 
$
113,463

 
$
119,298

 
$

Additions through acquisitions

 

 

 
214,994

Reclassification from non-accretable difference to accretable yield
4,637

 
11,186

 
12,494

 
249,759

Reclassification to non-accretable difference from accretable yield
(253
)
 
(1,137
)
 
(319
)
 
(24,986
)
Accretion
(11,772
)
 
(12,694
)
 
(15,378
)
 
(336,337
)
Accretable yield at end of period
$
103,430

 
$
110,818

 
$
116,095

 
$
103,430


14



NATIONAL BANK HOLDINGS CORPORATION
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
As of and for the
three months ended
 
As of and for the
six months ended
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Key Ratios(1)
 
 
 
 
 
 
 
 
 
Return on average assets
(0.11
)%
 
0.10
%
 
0.17
%
 
0.00
 %
 
0.15
%
Return on average tangible assets(2)
(0.04
)%
 
0.17
%
 
0.25
%
 
0.06
 %
 
0.22
%
Adjusted return on average tangible assets(2)
0.56
 %
 
0.60
%
 
0.62
%
 
0.58
 %
 
0.63
%
Return on average equity
(0.72
)%
 
0.65
%
 
0.96
%
 
(0.03
)%
 
0.80
%
Return on average tangible common equity(2)
(0.31
)%
 
1.18
%
 
1.46
%
 
0.45
 %
 
1.28
%
Interest earning assets to interest bearing liabilities (end of period)(3)
136.82
 %
 
135.28
%
 
138.53
%
 
136.82
 %
 
138.53
%
Loans to deposits ratio (end of period)
62.15
 %
 
57.96
%
 
54.25
%
 
62.15
 %
 
54.25
%
Non-interest bearing deposits to total deposits (end of period)
20.67
 %
 
19.80
%
 
18.65
%
 
20.67
 %
 
18.65
%
Net interest margin(4)
3.48
 %
 
3.55
%
 
3.81
%
 
3.52
 %
 
3.87
%
Net interest margin (fully taxable equivalent)(2)(4)
3.53
 %
 
3.59
%
 
3.83
%
 
3.56
 %
 
3.89
%
Interest rate spread(5)
3.41
 %
 
3.47
%
 
3.72
%
 
3.44
 %
 
3.77
%
Yield on earning assets(3)
3.81
 %
 
3.87
%
 
4.14
%
 
3.84
 %
 
4.19
%
Yield on earning assets (fully taxable equivalent)(2)(3)
3.86
 %
 
3.91
%
 
4.16
%
 
3.88
 %
 
4.21
%
Cost of interest bearing liabilities(3)
0.45
 %
 
0.44
%
 
0.44
%
 
0.44
 %
 
0.44
%
Cost of deposits
0.37
 %
 
0.36
%
 
0.37
%
 
0.37
 %
 
0.37
%
Non-interest expense to average assets
3.33
 %
 
3.03
%
 
3.27
%
 
3.18
 %
 
3.25
%
Efficiency ratio (fully taxable equivalent) (2)(6)
92.66
 %
 
89.83
%
 
85.97
%
 
91.29
 %
 
86.64
%
Adjusted efficiency ratio (fully taxable equivalent)(2)(6)
75.14
 %
 
74.04
%
 
72.98
%
 
74.59
 %
 
72.43
%
Asset Quality Data (7)(8)(9)
 
 
 
 
 
 
 
 
 
Non-performing loans to total loans
0.65
 %
 
0.51
%
 
0.97
%
 
0.65
 %
 
0.97
%
Covered non-performing loans to total non-performing loans
7.56
 %
 
10.16
%
 
10.24
%
 
7.56
 %
 
10.24
%
Non-performing assets to total assets
0.76
 %
 
0.71
%
 
1.57
%
 
0.76
 %
 
1.57
%
Covered non-performing assets to total non-performing assets
40.00
 %
 
47.87
%
 
42.95
%
 
40.00
 %
 
42.95
%
Allowance for loan losses to total loans
0.87
 %
 
0.85
%
 
0.75
%
 
0.87
 %
 
0.75
%
Allowance for loan losses to total non-covered loans
0.94
 %
 
0.92
%
 
0.85
%
 
0.94
 %
 
0.85
%
Allowance for loan losses to non-performing loans
134.25
 %
 
166.16
%
 
76.59
%
 
134.25
 %
 
76.59
%
Net charge-offs to average loans
0.09
 %
 
0.04
%
 
0.01
%
 
0.06
 %
 
0.04
%
(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 and Reconciliations
 
 
 
 
 
 
(Dollars in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
Statements of Financial Condition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
December 31, 2014
Total shareholders' equity
 
$
718,266

 
$
762,676

 
$
863,933

 
$
794,575

Less: goodwill and intangible assets, net
 
(73,840
)
 
(75,176
)
 
(79,186
)
 
(76,513
)
Add: deferred tax liability related to goodwill
 
6,997

 
6,609

 
5,447

 
6,222

Tangible common equity (non-GAAP)
 
$
651,423

 
$
694,109

 
$
790,194

 
$
724,284

 
 
 
 
 
 
 
 
 
Total assets
 
$
4,777,850

 
$
4,991,050

 
$
4,880,186

 
$
4,819,646

Less: goodwill and intangible assets, net
 
(73,840
)
 
(75,176
)
 
(79,186
)
 
(76,513
)
Add: deferred tax liability related to goodwill
 
6,997

 
6,609

 
5,447

 
6,222

Tangible assets (non-GAAP)
 
$
4,711,007

 
$
4,922,483

 
$
4,806,447

 
$
4,749,355

 
 
 
 
 
 
 
 
 
Tangible common equity to tangible assets calculations:
 
 
 
 
 
 
 
 
Total shareholders' equity to total assets
 
15.03
 %
 
15.28
 %
 
17.70
 %
 
16.49
 %
Less: impact of goodwill and intangible assets, net
 
(1.20
%)
 
(1.18
%)
 
(1.26
%)
 
(1.24
%)
Tangible common equity to tangible assets (non-GAAP)
 
13.83
 %
 
14.10
 %
 
16.44
 %
 
15.25
 %
 
 
 
 
 
 
 
 
 
Common book value per share calculations:
 
 
 
 
 
 
 
 
Total shareholders' equity
 
$
718,266

 
$
762,676

 
$
863,933

 
$
794,575

Divided by: ending shares outstanding
 
35,053,339

 
36,797,787

 
42,637,687

 
38,884,953

Common book value per share
 
$
20.49

 
$
20.73

 
$
20.26

 
$
20.43

 
 
 
 
 
 
 
 
 
Tangible common book value per share calculations:
 
 
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
651,423

 
$
694,109

 
$
790,194

 
$
724,284

Divided by: ending shares outstanding
 
35,053,339

 
36,797,787

 
42,637,687

 
38,884,953

Tangible common book value per share (non-GAAP)
 
$
18.58

 
$
18.86

 
$
18.53

 
$
18.63

 
 
 
 
 
 
 
 
 
Tangible common book value per share, excluding accumulated other comprehensive income calculations:
 
 
 
 
 
 
 
 
Tangible common equity (non-GAAP)
 
$
651,423

 
$
694,109

 
$
790,194

 
$
724,284

Less: accumulated other comprehensive income, net of tax
 
(4,444
)
 
(12,085
)
 
(5,076
)
 
(5,839
)
Tangible common book value, excluding accumulated other comprehensive income, net of tax (non-GAAP)
 
646,979

 
682,024

 
785,118

 
718,445

Divided by: ending shares outstanding
 
35,053,339

 
36,797,787

 
42,637,687

 
38,884,953

Tangible common book value per share, excluding accumulated other comprehensive income, net of tax (non-GAAP)
 
$
18.46

 
$
18.53

 
$
18.41

 
$
18.48


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
 six months ended
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Net (loss) income
$
(1,341
)
 
$
1,246

 
$
2,129

 
$
(95
)
 
$
3,560

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

 
815

 
815

 
1,630

 
1,630

Net (loss) income adjusted for impact of core deposit intangible amortization expense, after tax
$
(526
)
 
$
2,061

 
$
2,944

 
$
1,535

 
$
5,190

 
 
 
 
 
 
 
 
 
 
Average assets
$
4,868,820

 
$
4,915,101

 
$
4,881,646

 
$
4,891,832

 
$
4,895,655

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
67,651

 
69,379

 
74,542

 
68,317

 
75,209

Average tangible assets (non-GAAP)
$
4,801,169

 
$
4,845,722

 
$
4,807,104

 
$
4,823,515

 
$
4,820,446

 
 
 
 
 
 
 
 
 
 
Average shareholders' equity
$
742,126

 
$
780,463

 
$
885,427

 
$
761,189

 
$
892,913

Less: average goodwill and intangible assets, net of deferred tax asset related to goodwill
67,651

 
69,379

 
74,542

 
68,317

 
75,209

Average tangible common equity (non-GAAP)
$
674,475

 
$
711,084

 
$
810,885

 
$
692,872

 
$
817,704

 
 
 
 
 
 
 
 
 
 
Return on average assets
(0.11
)%
 
0.10
%
 
0.17
%
 
0.00
 %
 
0.15
%
Return on average tangible assets (non-GAAP)
(0.04
)%
 
0.17
%
 
0.25
%
 
0.06
 %
 
0.22
%
Return on average equity
(0.72
)%
 
0.65
%
 
0.96
%
 
(0.03
)%
 
0.80
%
Return on average tangible common equity (non-GAAP)
(0.31
)%
 
1.18
%
 
1.46
%
 
0.45
 %
 
1.28
%
 
 
 
 
 
 
 
 
 
 
Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin
 
 
 
 
 
 As of and for the
three months ended
 
 As of and for the
six months ended
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Interest income
$
42,517

 
$
43,087

 
$
46,005

 
$
85,604

 
$
92,890

Add: impact of taxable equivalent adjustment
550

 
395

 
220

 
945

 
379

Interest income, fully taxable equivalent (non-GAAP)
$
43,067

 
$
43,482

 
$
46,225

 
$
86,549

 
$
93,269

 
 
 
 
 
 
 
 
 
 
Net interest income
$
38,855

 
$
39,479

 
$
42,423

 
$
78,334

 
$
85,770

Add: impact of taxable equivalent adjustment
550

 
395

 
220

 
945

 
379

Net interest income, fully taxable equivalent (non-GAAP)
$
39,405

 
$
39,874

 
$
42,643

 
$
79,279

 
$
86,149

 
 
 
 
 
 
 
 
 
 
Average earning assets
4,476,869

 
4,509,894

 
4,461,898

 
4,493,289

 
4,469,720

Yield on earning assets
3.81
 %
 
3.87
%
 
4.14
%
 
3.84
 %
 
4.19
%
Yield on earning assets, fully taxable equivalent (non-GAAP)
3.86
 %
 
3.91
%
 
4.16
%
 
3.88
 %
 
4.21
%
Net interest margin
3.48
 %
 
3.55
%
 
3.81
%
 
3.52
 %
 
3.87
%
Net interest margin, fully taxable equivalent (non-GAAP)
3.53
 %
 
3.59
%
 
3.83
%
 
3.56
 %
 
3.89
%

17



Adjusted Efficiency Ratio
 
 
 
 
 
 As of and for the
three months ended
 
 As of and for the
six months ended
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Net interest income
$
38,855

 
$
39,479

 
$
42,423

 
$
78,334

 
$
85,770

Add: impact of taxable equivalent adjustment
550

 
395

 
220

 
945

 
379

Net interest income, fully taxable equivalent (non-GAAP)
$
39,405

 
$
39,874

 
$
42,643

 
$
79,279

 
$
86,149

 
 
 
 
 
 
 
 
 
 
Non-interest income
$
2,747

 
$
(479
)
 
$
2,161

 
$
2,268

 
$
1,807

FDIC indemnification asset amortization
7,283

 
7,670

 
5,959

 
14,953

 
13,567

FDIC loss sharing (income) expense
(1,138
)
 
810

 
649

 
(328
)
 
1,606

Gain on sale of previously charged-off acquired loans
(39
)
 
(58
)
 
(232
)
 
(97
)
 
(528
)
Impact of OREO related write-ups and other income
(188
)
 
(500
)
 
(1,010
)
 
(688
)
 
(1,978
)
Adjusted non-interest income (non-GAAP)
$
8,665

 
$
7,443

 
$
7,527

 
$
16,108

 
$
14,474

 
 
 
 
 
 
 
 
 
 
Non-interest expense adjusted for core deposit intangible asset amortization
$
39,057

 
$
35,388

 
$
38,519

 
$
74,445

 
$
76,201

Impact of change in fair value of warrant liabilities
(508
)
 
390

 
580

 
(118
)
 
1,478

Other real estate owned (expenses) income
(406
)
 
418

 
(1,402
)
 
12

 
(3,035
)
Problem loan expenses
(723
)
 
(799
)
 
(1,082
)
 
(1,522
)
 
(1,767
)
Banking center closure related expenses
(1,089
)
 

 

 
(1,089
)
 

Conversion related expenses
(212
)
 
(364
)
 

 
(576
)
 

Adjusted non-interest expense (non-GAAP)
$
36,119

 
$
35,033

 
$
36,615

 
$
71,152

 
$
72,877

 
 
 
 
 
 
 
 
 
 
Efficiency ratio
93.88
%

90.74
%

86.40
%

92.36
%

87.01
%
Efficiency ratio (fully taxable equivalent) (non-GAAP)
92.66
%
 
89.83
%
 
85.97
%
 
91.29
%
 
86.64
%
Adjusted efficiency ratio (fully taxable equivalent) (non-GAAP)
75.14
%
 
74.04
%
 
72.98
%
 
74.59
%
 
72.43
%


18



Adjusted Financial Results
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the six months ended
 
June 30, 2015
 
March 31, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Adjustments to diluted earnings per share:
 
 
 
 
 
 
 
 
 
Income per share - diluted
$
(0.04
)
 
$
0.03

 
$
0.05

 
$
0.00

 
$
0.08

Adjustments to diluted earnings per share (non-GAAP)(1)
0.20

 
0.14

 
0.10

 
0.33

 
0.22

Adjusted diluted earnings per share (non-GAAP)(1)
$
0.16

 
$
0.17

 
$
0.15

 
$
0.33

 
$
0.30

Adjustments to return on average tangible assets:
 
 
 
 
 
 
 
 
 
Annualized adjustments to net income (non-GAAP)(1)
$
28,939

 
$
20,716

 
$
17,881

 
$
24,850

 
$
20,027

Divided by: average tangible assets (non-GAAP)
4,801,169

 
4,845,722

 
4,807,104

 
4,823,515

 
4,820,446

Adjustments to return on average tangible assets (non-GAAP)
0.60
 %
 
0.43
%
 
0.37
%
 
0.52
%
 
0.42
%
Return on average tangible assets (non-GAAP)
(0.04
)%
 
0.17
%
 
0.25
%
 
0.06
%
 
0.21
%
Adjusted return on average tangible assets (non-GAAP)
0.56
 %
 
0.60
%
 
0.62
%
 
0.58
%
 
0.63
%
Adjustments to net income:
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(1,341
)
 
$
1,246

 
$
2,129

 
$
(95
)
 
$
3,560

Adjustments to net income (non-GAAP)(1)
7,215

 
5,108

 
4,458

 
12,323

 
9,930

Adjusted net income (non-GAAP)
$
5,874

 
$
6,354

 
$
6,587

 
$
12,228

 
$
13,490

(1) Adjustments
 
 
 
 
 
 
 
 
 
Non-interest income adjustments:
 
 
 
 
 
 
 
 
 
FDIC indemnification asset amortization
$
7,283

 
$
7,670

 
$
5,959

 
$
14,953

 
$
13,567

Other FDIC loss sharing (income) expense
(1,138
)
 
810

 
649

 
(328
)
 
1,606

Gain on recoveries of previously charged-off acquired loans
(39
)
 
(58
)
 
(232
)
 
(97
)
 
(528
)
OREO related write-ups and other income
(188
)
 
(500
)
 
(1,010
)
 
(688
)
 
(1,979
)
Total non-interest income adjustments (non-GAAP)
$
5,918

 
$
7,922

 
$
5,366


$
13,840


$
12,666

Non-interest expense adjustments:
 
 
 
 
 
 
 
 
 
Other real estate owned (expenses) income
$
(406
)
 
$
418

 
$
(1,402
)
 
$
12

 
$
(3,035
)
Problem loan expenses
(723
)
 
(799
)
 
(1,082
)
 
(1,522
)
 
(1,767
)
Warrant change
(508
)
 
390

 
580

 
(118
)
 
1,478

Banking center closure related expenses
(1,089
)
 

 

 
(1,089
)
 

Conversion related expenses
(212
)
 
(364
)
 

 
(576
)
 

Total non-interest expense adjustments (non-GAAP)
$
(2,938
)
 
$
(355
)
 
$
(1,904
)

$
(3,293
)

$
(3,324
)
Pre-tax adjustments
8,856

 
8,277

 
7,270

 
17,133

 
15,990

Collective tax expense impact
(1,641
)
 
(3,169
)
 
(2,812
)

(4,810
)

(6,060
)
Adjustments to net income (non-GAAP)
$
7,215

 
$
5,108

 
$
4,458


$
12,323


$
9,930


19