National Bank Holdings Corporation Announces Record Third Quarter 2016 Financial Results and a 40% increase in the Quarterly Dividend

In announcing these results, Chief Executive Officer, Tim Laney shared, "We delivered another quarter of record earnings driven by solid revenue growth, expense control and excellent credit quality outside of the energy portfolio. With loan originations of $282 million, we achieved a key milestone of $1 billion of new loan originations over the last twelve months and continue to gain momentum in our markets. Our focus on strong expense management resulted in a year-over-year third quarter reduction of 14%. During the quarter, we took additional provision for loan losses of $3.9 million against energy loans and charged off $17.2 million on previously reserved for credits. Our remaining energy portfolio is well covered with an energy allowance to total energy loans ratio of 4.2% at quarter-end. Excluding the charge-offs on the previously reserved for credits, the credit quality of our originated loan portfolio remains excellent, experiencing annualized net charge-offs of only 3 basis points."

Mr. Laney added, "We are pleased to announce that our Board of Directors declared a $0.07 per share dividend on October 18, 2016, which represents a 40% increase from the previous dividend of $0.05 per share. The increase demonstrates the confidence our Board of Directors has in the financial position of our company and future growth opportunities."

Mr. Laney concluded, "We were active in repurchasing our shares during the third quarter, repurchasing $54.4 million or 2.6 million shares at an average price of $21.24. Since early 2013 and through September 30, 2016, we have repurchased 50.4% of our shares outstanding, at a weighted average price of $20.00."

Third Quarter 2016 Highlights

(All comparisons refer to the second quarter of 2016, except as noted)

• At September 30, 2016, loans totaled $2.8 billion and increased $84.1 million, or 12.2% annualized, on the strength of originations totaling $282.0 million. Total non 310-30 loans at September 30, 2016 increased $362.7 million, or 15.8%, since September 30, 2015.
• Fully taxable equivalent net interest income totaled $38.1 million and increased $2.3 million, driven by growth of the non 310-30 loan interest income and accelerated 310-30 loan accretion income.
• Annualized net charge-offs in the non 310-30 portfolio were 2.64% compared to 0.58% last quarter. Excluding previously reserved for credits, annualized net charge-offs on non 310-30 loans were 0.03%.
• The provision for loan losses totaled $5.3 million and included $3.9 million from the energy sector, or a negative $0.09 per share.
• Total deposits averaged $3.8 billion and were consistent with the prior quarter when excluding a short-term money market deposit from one energy client in the prior quarter.
• Non-interest income totaled $11.6 million, increasing $1.1 million, driven primarily by $1.5 million of OREO related income. In addition, higher service charge fees and gain on sale of mortgages were partially offset by lower bank card fees.
• Non-interest expense totaled $33.4 million and was consistent with the prior quarter as a $0.5 million increase in salaries and benefits was offset by lower other expenses and higher gains on the sale of OREO.
• Executed share buybacks during the third quarter of 2.6 million shares, or $54.4 million, and year-to-date through September 30, 2016 of 4.2 million shares, or $87.3 million at a weighted average price of $20.62.
• At September 30, 2016, common book value per share was $20.92, while tangible common book value per share was $18.67 and $19.66 after consideration of the excess accretable yield value of $0.99 per share.

Third Quarter 2016 Results

(All comparisons refer to the second quarter of 2016, except as noted)

Net Interest Income

Fully taxable equivalent net interest income totaled $38.1 million, increasing $2.3 million, driven by the strong originated loan growth in the non 310-30 portfolio and accelerated accretion income of $1.8 million on 310-30 loans. Average earning assets totaled $4.2 billion and decreased $0.2 billion due to lower short-term investments owing to the previously mentioned temporary money market deposit from one client in the second quarter. The fully taxable equivalent net interest margin of 3.59% increased 0.33% primarily due to a 0.17% increase from the accelerated 310-30 accretion income and a 0.14% impact from lower levels of low-yielding short-term investments in this quarter versus last quarter.

Loans

Total loans ended the quarter at $2.8 billion, increasing $84.1 million, or 12.2% annualized, driven by new loan originations of $282.0 million. Originated loans outstanding totaled $2.5 billion and increased $108.5 million, or 18.0% annualized. Over the past twelve months, loan originations have totaled $1.0 billion, achieving a key milestone, and resulting in originated loan outstandings growth of 20.6% over September 30, 2015.

Asset Quality and Provision for Loan Losses

Non 310-30 loans totaled $2.7 billion and represented 94.4% of total loans at September 30, 2016. These loans are comprised of originated loans and acquired loans not accounted for under 310-30. Net charge-offs within the non 310-30 portfolio totaled $17.4 million, or 2.64% annualized, increasing from an annualized 0.58% last quarter, driven by charge-offs on three previously reserved for credits. Excluding these three credits, net charge-offs within the non-310-30 portfolio were only 0.03% annualized during the quarter and 0.05% annualized year-to-date. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDRs) decreased to 0.84% of total non 310-30 loans, compared to 1.46% at June 30, 2016. Outside of the energy sector, the loan portfolio credit profile remains strong as evidenced by the non-performing loans to total loans ratio of 0.33%, decreasing from 0.44% at prior quarter end.

A provision for loan losses on the non 310-30 loans of $5.3 million was recorded during the quarter, driven by loan growth and an increase in the energy sector provision of $3.9 million, which was primarily the result of one loan that was partially charged-off during the quarter. The non 310-30 allowance for loan losses was 1.04% of total non 310-30 loans, decreasing from 1.55% in the prior quarter due to $17.4 million of net charge-offs, most of which relates to previously reserved for credits.

Energy sector loan balances totaled $86.6 million, decreasing $18.0 million, or 17.2%, from last quarter. Four energy sector loans with balances of $13.3 million were on non-accrual at September 30, 2016, including one credit totaling $3.3 million added during the quarter. The total allowance for loan losses on the energy sector portfolio was 4.2% compared to 14.8% at prior quarter end and decreased primarily due to charge-offs recorded during the quarter.

Acquired problem loans accounted for under 310-30 totaled $157.7 million at September 30, 2016 and decreased $11.6 million during the third quarter, an annualized decrease of 27.3%, reflecting continued successful workout efforts on these acquired loans. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $4.5 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 pools. This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $210.6 million.

Deposits

Total deposits averaged $3.8 billion and were consistent with the prior quarter when excluding a short-term money market deposit from one energy client in the prior quarter. Transaction deposits (defined as total deposits less time deposits) averaged $2.6 billion and were consistent with the prior quarter, as growth in money market accounts was offset by a decrease in other transaction accounts. Time deposits and client repurchase agreements averaged $1.2 billion and $0.1 billion, respectively, both consistent with the prior quarter. The average cost of total deposits was 0.36%, consistent with the prior quarter. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements, and at September 30, 2016, these client fundings comprised 97.1% of total liabilities.

Non-Interest Income

Non-interest income totaled $11.6 million in the third quarter of 2016, increasing $1.1 million. Excluding a $1.8 million gain on sale of a building in the prior quarter, non-interest income increased $2.9 million, driven by a $1.5 million increase in OREO related income and a $0.9 million gain on previously charged-off acquired loans. In addition, service charges and gain on sale of mortgages increased a combined $0.3 million, partially offset by a $0.1 million decrease in bank card fees.

Non-Interest Expense

Non-interest expense totaled $33.4 million, consistent with the prior quarter. Salaries and benefits increased $0.5 million due to accrual adjustments in the prior quarter. The increase was offset by a $0.3 million improvement in net OREO gains and problem asset workout expenses and a combined decrease in other expense categories of $0.2 million.

Capital

Capital ratios continue to be strong and in excess of federal bank regulatory agency "well capitalized" thresholds. Shareholders' equity totaled $549.8 million at September 30, 2016 and decreased $49.1 million from prior quarter end. The decrease in equity is due to share repurchases of $54.4 million, and a $2.7 million decrease in accumulated other comprehensive income, which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio, offset by net income of $8.3 million.

Book value per share was $20.92 at September 30, 2016 and increased $0.13 from prior quarter end. Tangible common book value per share was $18.67 at September 30, 2016 compared to $18.68 at prior quarter end as the increase from net income was offset by share repurchases and lower accumulated other comprehensive income. The tangible common equity to tangible assets ratio decreased to 10.79% at September 30, 2016 from 11.78%, driven by share repurchases of $54.4 million. The leverage ratio at September 30, 2016 for the consolidated company and the Bank was 10.46% and 8.64%, respectively.

Share buybacks during the third quarter totaled 2.6 million shares, or $54.4 million, at a weighted average price of $21.24. Year-to-date share buybacks through September 30 2016, totaled 4.2 million shares, or $87.3 million, at a weighted average price of $20.62. Since early 2013, we have repurchased 50.4% of our shares outstanding, at a weighted average price of $20.00.

A common convention in the industry is to add the value of the accretable yield to the tangible book value per share. The value of the September 30, 2016 accretable yield balance on the 310-30 loans of $63.7 million would add $1.48 after-tax to the tangible book value per share. A more conservative methodology that management uses values the excess yield above a 4.0% yield and then considers the timing of the excess accreted interest income recognition discounted at 5%. This would add $0.99 after-tax to our tangible book value per share as of September 30, 2016, resulting in a tangible common book value per share of $19.66.

Year-Over-Year Review

(All comparisons refer to the first nine months of 2015, except as noted)

Net income for the first nine months of 2016 was $13.1 million, or $0.45 per diluted share, compared to net income of $1.5 million, or $0.04 per diluted share for the first nine months of 2015. Fully taxable equivalent net interest income totaled $112.9 million and decreased $5.9 million. Lower levels of higher-yielding 310-30 loans and investment portfolio paydowns decreased interest income $15.5 million and was partially offset by a $10.0 million increase in non 310-30 interest income from new loan originations. The fully taxable equivalent net interest margin narrowed 0.04% to 3.51% from 3.55%, primarily due to the continued resolution of the higher-yielding 310-30 acquired loan portfolio.

Loan balances at September 30, 2016 totaled $2.8 billion and increased $299.4 million, or 11.9%, over September 30, 2015, on the strength of $1.0 billion in loan originations between the two periods. The strong loan originations were the result of continued market penetration and success of our relationship banking model. The acquired 310-30 loan portfolio declined $63.2 million, or 28.6%, as a result of the continued successful workout efforts that have been made on exiting acquired problem loans.

Total deposits averaged $3.9 billion during the first nine months of 2016, increasing $56.2 million, driven by a $176.8 million increase in average transaction deposits (defined as total deposits less time deposits), which totaled $2.7 billion. The increase in average transaction deposits was driven by higher average demand deposits of $45.7 million, or 5.9%, coupled with an increase in other low-cost transaction deposits of $131.1 million, or 7.5%. Time deposits averaged $1.2 billion, decreasing $120.6 million or 9.3%. Repurchase agreements totaled $112.5 million, decreasing $103.5 million due to temporary client funds with one client in the prior year. The mix of transaction deposits to total deposits improved to 69.3% at September 30, 2016 from 67.6% in the prior year. Additionally, the average cost of deposits totaled 0.36%, consistent with the prior year.

Provision for loan loss expense was $22.4 million during the first nine months of 2016, compared to $7.0 million, an increase of $15.4 million, driven by a $19.0 million increase in the energy sector provision for loan losses during 2016. The non 310-30 allowance for loan losses ended the quarter at 1.04% of total non 310-30 loans compared to 1.00% in the prior year, increasing primarily due to higher reserves for the energy sector loans. Net charge-offs on non 310-30 loans totaled 1.16%, annualized, compared to 0.05%, annualized, in the prior year.

Non-interest income was $30.0 million during the first nine months of 2016, compared to $6.0 million, an increase of $24.0 million. The increase was driven by negative $20.4 million of FDIC-related income in the prior year coupled with a $1.8 million gain on sale of a building this year, a $1.3 million increase in OREO related income, and a $1.0 million increase in gain on recoveries of acquired loans. Bank card fees grew $0.5 million on the strength of higher interchange activity, offset by $0.6 million lower service charges due to lower instances of overdrafts, a $0.9 million negative mark-to-market adjustment related to fair value interest rate swaps on fixed-rate term loans and a $1.0 million bargain purchase gain recorded in the prior year. Other income increased a net $1.5 million primarily from higher interest rate swap fees from clients and an increase in bank-owned life insurance income.

Non-interest expense totaled $101.6 million during the first nine months of 2016, decreasing $14.2 million or 12.3%. The decrease was partially due to lower salaries and benefits of $1.4 million, lower professional fees of $0.7 million and lower occupancy and equipment of $0.8 million. Other non-interest expenses were also lower $6.6 million, primarily due to lower telecommunications and data processing expense benefiting from the core system conversion and lower marketing expense. Problem asset workout expenses decreased $2.3 million coupled with a $1.8 million increase in gain on sale of OREO from the sale of several larger assets compared to the prior year. Additionally, the prior period included banking center consolidation related expenses of $1.1 million, offset by warrant liability income of $0.4 million.

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, October 21, 2016. Interested parties may listen to this call by dialing (877) 272-6762 (United States) / (615) 800-6832 (International) using the Conference ID of 92242655 and asking for the National Bank Holdings Corporation Third Quarter Earnings conference call. A telephonic replay of the call will be available beginning approximately two hours after the call's completion through November 4, 2016, by dialing (855) 859-2056 (United States) / (404) 537-3406 (International) using the Conference ID of 92242655. The earnings release will also be available on the Company's website at www.nationalbankholdings.com by visiting the investor relations area.

About Non-GAAP Financial Measures

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

These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

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

About National Bank Holdings Corporation

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality customer service and committed to shareholder results. National Bank Holdings Corporation operates a network of 91 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company's subsidiary, NBH Bank, it operates under the following brand names: Bank Midwest in Kansas and Missouri, Community Banks of Colorado in Colorado and Hillcrest Bank in Texas. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: bankmw.com, cobnks.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:

Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;
Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;
Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;
NBH Bank: twitter.com/nbhbank;
or connect with any of our brands on LinkedIn.

Forward-Looking Statements

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