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

GREENWOOD VILLAGE, Colo., Jan. 29, 2015 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) reported net income of $2.3 million, or $0.06 per diluted share, for the fourth quarter of 2014, compared to net income of $3.3 million, or $0.08 per diluted share, for the third quarter of 2014 and $1.0 million, or $0.02 per diluted share, for the fourth quarter of 2013.  For the full year 2014, net income totaled $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million, or $0.14 per diluted share, during 2013.

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

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

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

Brian Lilly, Chief Financial Officer, added, "We had a very productive quarter operationally, with a lot of moving pieces.  We continue to believe that it is important to evaluate the progress of building our company by analyzing the financial results that are expected to emerge over time.  We do this by excluding the impact of the non-cash FDIC indemnification asset amortization, FDIC loss-share income, the large expense/income related to OREO and problem loan workouts, the impacts of the change in the warrant liability, the contract termination expenses that were accrued during the fourth quarter of 2014, and the banking center closure related charges that were accrued in the third quarter of 2013, which can be seen in our non-GAAP reconciliation starting on page 16.  These items negatively impacted the fourth quarter by a net $0.13 per diluted share and negatively impacted the year by a net $0.45 per diluted share.  The net impact of these items may fluctuate on a quarterly basis, but is expected to decrease over time in connection with the expiration of the FDIC loss-sharing agreements over the next couple of years and the decreasing problem asset workout expenses.  These adjustments resulted in an adjusted net earnings per diluted share of $0.19 for the fourth quarter and $0.67 for the year.  On the same adjusted basis, the adjusted return on average tangible assets increased five basis points over the prior quarter to 0.71% during the fourth quarter and increased nine basis points from the prior year to 0.66% for the full year of 2014. This analysis provides better clarity to the emerging profitability and the progress toward reaching our goal of 1% return on average tangible assets."

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

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

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

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

Loans
Strategic loans totaled $2.0 billion at December 31, 2014 and grew $40.5 million during the quarter, or 8.4% annualized.  Included in strategic loans outstanding are $1.6 billion in originated balances, which increased $46.1 million, or 11.4% annualized, over the prior quarter.  Loan originations totaled $182.2 million and decreased $21.1 million, or 10.4%, from the prior quarter.  Higher than normal pay-downs contributed to a $9.0 million decrease in total loans during the fourth quarter, which ended the quarter at $2.2 billion.  Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships ended the year at $201.7 million, decreasing $49.4 million during the quarter, a strong 78.1% annualized. Strategic loans include all originated loans in addition to those acquired loans inside our operating markets that meet our credit risk profile. Identification as strategic for acquired loans was made at the time of acquisition.  Criteria utilized in the designation of an acquired loan as "strategic" include (a) geography, (b) total relationship with borrower and (c) credit metrics commensurate with our underwriting standards. 

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

Asset Quality and Provision for Loan Losses
Purchased troubled loans accounted for under 310-30 totaled $279.6 million at December 31, 2014 and decreased $40.9 million during the fourth quarter, an annualized decrease of 50.7%, reflecting workout efforts on these purchased loans.  The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $14.6 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 pools.  This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $186.1 million. 

Non 310-30 loans totaled $1.9 billion and represented 87.1% of total loans at December 31, 2014.  These loans are comprised of originated loans and acquired loans not accounted for under 310-30.  Net charge-offs within the non 310-30 portfolio remained low at just 0.05% annualized, which reflects the prudent underwriting and well-selected clients within this portfolio.  Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDR's) decreased to $10.8 million at quarter end, representing 0.57% of total non 310-30 loans, compared to 1.02% at September 30, 2014, as a result of pay-downs and pay-offs of several non-performing loans.  A provision for loan losses on the non 310-30 loans of $1.5 million was recorded during the fourth quarter of 2014, which was $0.3 million lower than the prior quarter. 

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

Deposits
Transaction deposits (defined as total deposits less time deposits) and client repurchase agreements averaged $2.5 billion during the fourth quarter, increasing $10.9 million, or 1.7% annualized, on the strength of a $13.1 million, or 7.3% annualized, increase in average demand deposits.  Total deposits and client repurchase agreements averaged $3.9 billion during the fourth quarter, decreasing $26.2 million, or 2.7% annualized, and was driven by a $37.1 million decrease in higher-cost time deposits.  Additionally, the average cost of total deposits remained unchanged from the prior quarter at 0.37%.  The balance sheet continues to be strongly funded by client deposits and client repurchase agreements and at December 31, 2014, these client fundings comprised 96.9% of total liabilities.

Non-Interest Income
Banking related non-interest income (excludes FDIC-related non-interest income, gain on previously charged-off acquired loans and OREO related income) totaled $8.0 million during the fourth quarter of 2014 and increased $0.2 million, or 8.2% annualized, compared to the prior quarter.  A seasonal decrease in service charges was more than offset by an increase in bank owned life insurance income.

FDIC loss-share related non-interest income totaled a negative $14.2 million for the quarter and was $7.0 million higher than the prior quarter primarily due to a $5.4 million increase in other FDIC loss-sharing income (expense) related to the sharing of gains on sales of several covered OREO properties.  As of December 31, 2014, the FDIC indemnification asset was $39.1 million.  Our current projection for the amortization of the FDIC indemnification asset is between $18.0 million and $28.0 million in 2015.  The benefit of the increased client cash flows is primarily captured in the 310-30 accretable yield over the remaining life of the loans as most of the FDIC covered assets are accounted for in the 310-30 loan pools.

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

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

OREO and problem loan expenses totaled a net gain of $8.5 million and improved $10.4 million from the prior quarter.  The improvement was attributable to an $8.8 million increase in gains on the sale of OREO during the quarter, coupled with a $1.6 million decrease in OREO and problem loan expenses.  OREO and problem loan expenses are expected to continue to fluctuate quarterly as we resolve the acquired problem asset portfolio.

Income tax expense totaled $0.8 million during the fourth quarter, an effective tax rate of 25.3% compared to 16.9% in the third quarter.  A benefit from tax planning strategies implemented during the third quarter was offset with the write-off of deferred tax assets related to expired stock-based compensation.

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

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

A common convention in the industry is to add the value of the accretable yield to the tangible book value per share.  The value of the December 31, 2014 accretable yield balance on the 310-30 loans of $113.5 million would add $1.78 after-tax to the tangible book value per share.  A more conservative methodology, that management uses, values the excess yield and then considers the timing of the accreted interest income recognition.  Under this more conservative methodology, we first net the accretable yield on 310-30 loans and the amortization of the FDIC indemnification asset and then calculate the excess above a 4.0% yield (an approximate yield on new loan originations), and finally discount the amounts at 5%.  The result would add $0.83 after-tax to our tangible book value per share as of December 31, 2014.

Year-Over-Year Review
(All comparisons refer to the full year 2013)

Net income for 2014 was $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million for 2013, or $0.14 per diluted share.  Net interest income totaled $170.2 million during 2014 and decreased $8.7 million, or 4.9%, from 2013, primarily driven by lower earning assets.  Average interest earning assets decreased $251.6 million, or 5.4%, from the prior year, largely due to the successful repurchase of 6.1 million shares and a reduction in the investment portfolio.  The decrease in interest earning assets was partially offset by a four basis point widening of the net interest margin to 3.85% from 3.81% (fully taxable equivalent).  The continued resolution of the higher-yielding acquired non-strategic loan portfolio was mostly offset by strong organic growth in the strategic loan portfolio.  As a result, the yield on interest earning assets increased by one basis point and was complemented  by a three basis point decrease in the cost of interest bearing liabilities.

Loan balances as of December 31, 2014 totaled $2.2 billion and increased $308.3 million, or 16.6%, since December 31, 2013.  Strategic loans increased $456.6 million since December 31, 2013, a 30.4% increase, on the strength of loan originations.  Loan originations during 2014 totaled $869.2 million, increasing 21.7% in 2013 as a result of continued market penetration.  Non-strategic loans declined $148.2 million from a year ago, a 42.4% decrease, as a result of the continued workout progress that has been made on exiting acquired problem loans.

Average transaction deposits and client repurchase agreements totaled $2.5 billion during 2014 and increased $37.1 million from 2013, or 1.5%, and were led by a $40.6 million, or 6.1%, increase in average demand deposits as a result of our strategic focus on relationship banking.  Total deposits and client repurchase agreements averaged $3.9 billion during 2014, decreasing $148.9 million from the prior year.  The decrease was primarily due to a $186.0 million decline in average time deposits as we continued to focus our deposit base on clients who were interested in market-rate time deposits and in developing a banking relationship, coupled with the California banking center and limited-service retirement center exits on December 31, 2013.  The mix of transaction deposits to total deposits improved to 64.0% at December 31, 2014 from 61.0% at December 31, 2013.  Additionally, the average cost of total deposits declined four basis points to 0.37% in 2014 from 0.41% during 2013. 

Provision for loan loss expense was $6.2 million during 2014, compared to $4.3 million during 2013, an increase of $1.9 million.  The increase in provision was primarily due to loan growth as credit quality remained excellent and non 310-30 net charge-offs were significantly lower at only 0.06% during 2014 compared to 0.27% during 2013.

Non-interest income was a negative $1.7 million in 2014 compared to income of $20.2 million in 2013, a decrease of $21.9 million.  The decrease was largely due to $20.5 million lower FDIC loss-share related income.  An additional $8.8 million of non-cash FDIC indemnification asset amortization and an $11.7 million decline in other FDIC loss-sharing income from the same period in 2013 was due to better performance of the underlying covered assets coupled with lower problem loan and OREO expenses.  Banking fees of $30.4 million during 2014 were up $0.2 million compared to the same period in 2013 as a result of increases in bank card fees, swap fees and bank owned life insurance income and were somewhat offset by a decrease in service charges.

Non-interest expense totaled $150.0 million in 2014 compared to $184.0 million during 2013, a decrease of $34.0 million, or 18.5%.  Operating expenses of $150.7 million during 2014 decreased $12.4 million from  2013.  The 7.6% year-over-year decrease in operating expenses was primarily due to lower salaries and benefits of $7.2 million as we continue to focus on operational efficiencies.  OREO and problem loan expenses declined $18.5 million and were driven by $6.2 million higher net gains on OREO sales coupled with lower levels of OREO and problem loan expenses of $12.3 million.  2014 included a $4.1 million contract termination accrual related to a change in our core system provider and 2013 included $3.4 million of expenses related to banking center closures.  The change in the warrant liability contributed $3.8 million to the year-over-year decline in non-interest expenses.

Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, January 30, 2015.  Interested parties may listen to this call by dialing (877) 272-6762 (United States)/(615) 800-6832 (International) using the Conference ID of 40552925 and asking for the National Bank Holdings Corporation Fourth Quarter Earnings conference call.  A telephonic replay of the call will be available beginning approximately two hours after the call's completion through February 13, 2015, by dialing (855) 859-2056 (United States)/(404) 537-3406 (International) using the Conference ID of 40552925.  The earnings release and an on-line replay of the call will also be available on the Company's website at www.nationalbankholdings.com by visiting the investor relations area.

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

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

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

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

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as "anticipate," "believe," "can," "would," "should," "could," "may," "predict," "seek," "potential," "will," "estimate," "target," "plan," "project," "continuing," "ongoing," "expect," "intend" or similar expressions that relate to the Company's strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the "Risk Factors" referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following additional factors: ability to execute our business strategy; business and economic conditions; economic, market, operational, liquidity, credit and interest rate risks associated with the Company's business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in consumer spending, borrowings and savings habits; the Company's ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions; the Company's ability to successfully convert core operating systems, at the estimated cost, without significant business interruption and to realize the anticipated benefits; the Company's ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company's stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services; the Company's continued ability to attract and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends 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.

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