GREENWOOD VILLAGE, Colo., Jan. 28, 2016 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) reported net income of $3.3 million, or $0.11 per diluted share, for the fourth quarter of 2015, compared to net income of $1.6 million, or $0.05 per diluted share, for the third quarter of 2015 and $2.3 million, or $0.06 per diluted share, for the fourth quarter of 2014. For the full year 2015, net income totaled $4.9 million, or $0.14 per diluted share, compared to net income of $9.2 million, or $0.22 per diluted share, during 2014.

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In announcing these results, Chief Executive Officer Tim Laney said, "We closed out 2015 with loan production of $967 million, realizing 20% year-over-year spot loan growth and 32% growth in our originated loan portfolio. We remain focused on building and maintaining a diverse, conservatively structured loan portfolio that protects against stress in any one sector. Net charge-offs were only 12 basis points for the year, which were well within our guidance, and criticized and classified loan levels declined during the fourth quarter. We continued to grow our low-cost deposit base and have increased our average transaction deposits and repurchase agreements by $238 million, or 10% during 2015. We also delivered solid banking related non-interest income growth, which increased 9% over last year. We executed strategic expense initiatives throughout 2015, realizing a net 3.2% decrease in operating expenses compared to the prior year, and we expect to continue to reduce operating expenses during 2016."

Mr. Laney added, "We successfully repurchased 8.6 million shares throughout 2015, or 22% of our outstanding shares. Since early 2013, we have repurchased 42% of our shares outstanding, at a weighted average price of $19.88. Our capital position remains strong with excess capital of $135 million above a 9% leverage ratio as of year-end. Our excess capital is a source of strength and gives us flexibility to react to future opportunities to leverage capital in situations that we believe will create attractive returns for our shareholders."

Mr. Laney concluded, "We also completed three significant regulatory initiatives during the fourth quarter, including the termination of our operating agreement with the OCC, the termination of the loss-share agreements with the FDIC, and finally, the Bank's charter conversion from a national association to a Colorado state-chartered bank. These milestones in our company's history are expected to result in many future benefits, including cost efficiencies and greater clarity and comparability of our financial results."

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 problem assets, the impacts of the change in the warrant liability, severance expense accruals, banking center consolidation expense accruals, bargain purchase gain and one-time expenses from the acquisition of Pine River, and our core system conversion-related expenses, which can be seen in our non-GAAP reconciliation starting on page 16. These items negatively impacted the fourth quarter by a net $0.05 per diluted share. The additional $0.05 per diluted share would have resulted in an adjusted net income per diluted share of $0.16 for the fourth quarter of 2015 compared to an adjusted $0.17 for the prior quarter. The adjusted return on average tangible assets was 0.48% during the fourth quarter."

Fourth Quarter 2015 Highlights

(All comparisons refer to the third quarter of 2015, except as noted)


    --  Grew total loans by $64.5 million, or 10.1% annualized, driven by $238.1
        million in fourth quarter originations partially offset by higher than
        normal pay-downs. Strategic loans at December 31, 2015 increased a
        strong $507.2 million, or 25.9%, since December 31, 2014 on the strength
        of $966.9 million in loan originations.
    --  Total loans ended 2015 at $2.6 billion, a 19.7% increase since December
        31, 2014.
    --  Net charge-offs in the non 310-30 portfolio were 0.09% of average non
        310-30 loans during the fourth quarter and totaled 0.12% for the full
        year.
    --  Successfully exited $23.5 million of the remaining non-strategic loan
        portfolio, a strong 65.1% annualized. Non-strategic loans decreased
        $81.9 million for the full year, or 40.6%, to just $119.8 million at
        December 31, 2015.
    --  Added a net $2.7 million to accretable yield for the acquired loans
        accounted for under ASC 310-30.
    --  Average transaction deposits increased $46.6 million, or 7.1%
        annualized, while cost of deposits remained flat at 0.35%.
    --  Average demand deposits continued solid growth, adding $15.1 million, or
        7.4% annualized, while total deposits remained relatively flat as
        higher-cost time deposits declined.
    --  Net interest income totaled $39.9 million, a $1.2 million increase from
        the prior quarter.
    --  Exited loss-share agreements with the FDIC, resulting in a $4.9 million
        gain.
    --  Banking related non-interest income totaled $8.6 million, increasing
        $0.3 million, or 13.7% annualized.
    --  Non-interest expenses increased $3.6 million, or 9.2%, from the prior
        quarter, driven by one-time expenses related to the core system
        conversion and efficiency initiatives.
    --  Successfully completed bank charter conversion from a national
        association to a Colorado state-chartered bank.
    --  At December 31, 2015, tangible common book value per share was $18.22
        before consideration of the excess accretable yield value of $1.21 per
        share.

Fourth Quarter 2015 Results

(All comparisons refer to the third quarter of 2015, except as noted)

Net Interest Income

Net interest income totaled $39.9 million for the fourth quarter of 2015, a $1.2 million increase from the prior quarter driven by $1.0 million of accelerated 310-30 accretion and other accelerated discounts realized on acquired loans. The accelerated income plus lower levels of short-term investments widened the net interest margin 19 basis points to 3.73% from the prior quarter of 3.54% (fully taxable equivalent). Average interest earning assets totaled $4.3 billion and decreased $74.8 million, driven by an $84.2 million decrease in lower-yielding short-term investments.

Loans

Total loans ended the quarter at $2.6 billion, increasing $64.5 million, or 10.1% annualized, driven by new loan originations totaling $238.1 million. Strategic loans totaled $2.5 billion at December 31, 2015 and grew $88.1 million during the quarter, or 14.7% annualized. Included in strategic loans outstanding are $2.2 billion in originated balances, which increased $106.7 million, or 20.4% annualized, over the prior quarter and 32.5% over the fourth quarter of 2014. Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships ended the year at $119.8 million, decreasing $23.5 million during the quarter, a strong 65.1% 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.

Asset Quality and Provision for Loan Losses

Acquired troubled loans accounted for under 310-30 totaled $202.8 million at December 31, 2015 and decreased $18.1 million during the fourth quarter, an annualized decrease of 32.4%, reflecting workout efforts on these acquired loans. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $2.7 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 $203.7 million.

Non 310-30 loans totaled $2.4 billion and represented 92.2% of total loans at December 31, 2015. 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 $2.1 million during the fourth quarter, primarily from a general industries commercial loan. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDRs) decreased by $3.0 million at quarter end, representing 1.08% of total non 310-30 loans, compared to 1.24% at September 30, 2015. A provision for loan losses on the non 310-30 loans of $5.2 million was recorded during the fourth quarter of 2015, driven by loan growth, net charge-offs, and increased specific reserves of $2.6 million primarily from the previously mentioned commercial loan and one energy services loan.

Energy sector loan balances totaled $146.9 million at December 31, 2015, representing 5.7% of total loans, 3.4% of earning assets and 28.3% of the Bank's tier one capital, and decreased from $147.5 million in the prior quarter. Of the $146.9 million energy sector loans, $118.3 million or 80.5% related to the midstream and E&P sectors and $28.6 million or 19.5% related to the energy services sector. The energy portfolio is granular, with an average loan balance of $5.2 million per client. Two energy services clients with loan balances totaling $12.0 million were placed on non-accrual during the third quarter 2015. Non-accrual classification was determined to be prudent based on the clients' weakening liquidity and capital given prolonged stress on energy prices. One of these loans has a specific reserve of $2.1 million at December 31, 2015. The implied allowance for loan losses is 2.65% of energy sector loan balances.

Rick Newfield, Chief Risk Management Officer, said "We recognized the importance of a diversified and granular loan portfolio and established in-house concentration limits from day one. For example, no single industry sector can comprise more than 15% of total loan exposure, and we have tighter limits in place for several industries. We have also maintained granularity, with commercial loans originated in 2015 averaging $1.6 million. With respect to non-owner occupied commercial real estate, we have remained disciplined with balances representing just 85% of the Bank's tier one capital at December 31, 2015."

OREO ended the quarter at $20.8 million, increasing $1.8 million, driven by one loan transferred to OREO during the quarter. Gains on sales of OREO were $0.4 million during the fourth quarter compared to $0.2 million in the previous quarter.

Deposits

Transaction deposits (defined as total deposits less time deposits) averaged $2.6 billion during the fourth quarter, increasing $46.6 million, or 7.1% annualized. The increase was due to higher average demand deposits of $15.1 million, or 7.4% annualized, coupled with an increase in other low-cost transaction deposits of $31.5 million, or 7.0% annualized. Total deposits and client repurchase agreements averaged $4.0 billion during the fourth quarter, decreasing $37.8 million, driven by a $45.6 million decrease in higher-cost time deposits. Additionally, the average cost of total deposits remained unchanged from the prior quarter at 0.35%. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements, and at December 31, 2015, these client fundings comprised 97.8% of total liabilities.

Non-Interest Income

Non-interest income totaled $15.4 million in the fourth quarter of 2015, increasing $11.7 million. FDIC-related non-interest income increased $10.7 million, driven by the termination of the loss-share agreements and the resulting gain of $4.9 million. Banking related non-interest income (excludes FDIC-related non-interest income, gain on previously charged-off acquired loans and OREO related income) totaled $8.6 million during the fourth quarter of 2015 and increased $0.3 million, or 13.7% annualized, compared to the prior quarter. A seasonal decrease in service charges was more than offset by an increase in mark-to-market adjustments of $0.6 million related to fair value interest rate swaps on fixed-rate term loans. OREO related income increased $1.3 million during the fourth quarter of 2015 primarily due to a valuation adjustment on one foreclosed property, offset by the bargain purchase gain recorded in the prior quarter.

"The early termination of the FDIC loss-share agreements had a positive impact on the fourth quarter, including a one-time pre-tax gain of $4.9 million, resulting primarily from the settlement payment made to the FDIC and the write-off of the remaining FDIC indemnification asset of $18.2 million and the clawback payable of $38.7 million." said Brian Lilly. "We are pleased with the mutually beneficial end to this partnership and the improvement in our financial transparency and comparability to industry peers going forward."

Non-Interest Expense

Total non-interest expense was $42.2 million during the fourth quarter of 2015, increasing $3.6 million. The increase was driven by one-time core system conversion-related expenses of $1.1 million, efficiency initiative expenses related to severance accruals and banking center consolidation expense accruals of $1.3 million, and the change in warrant liability fair value adjustments of $0.9 million. One-time non-interest expenses included in the fourth quarter totaled $3.7 million. Problem asset workout expenses totaled $1.5 million and decreased $0.1 million from the prior quarter. Problem asset workout expenses are expected to continue to fluctuate quarterly as the acquired problem asset portfolio is resolved.

This week, we announced plans to consolidate seven banking centers in our Community Banks of Colorado footprint during the second quarter of 2016 as part of our continued focus on operational efficiency. Six owned banking centers were classified as held-for-sale during the fourth quarter, resulting in a fair value impairment charge of $0.3 million. The payback period on the consolidation is expected to be less than one year.

Income tax expense totaled $4.4 million, an effective tax rate of 56.6%, on pre-tax earnings of $7.7 million. Included in the tax expense is $1.9 million of deferred tax asset write-offs in connection with stock compensation agreements. Without this $1.9 million charge, tax expense would have been $2.5 million, an effective tax rate of 32.3%. The lower rate compared to the statutory rate reflects the continued success of our tax strategies and tax exempt income.

Capital

Capital ratios continue to be strong and well in excess of federal bank regulatory agency "well capitalized" thresholds. Shareholders' equity totaled $617.5 million at December 31, 2015 and decreased $3.6 million from the prior quarter. The decrease in equity is due to a decrease of $8.6 million 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, partially offset by a reclassification of the warrant liability to equity during the quarter totaling $3.1 million.

Tangible common book value per share decreased to $18.22 at December 31, 2015 from $18.31 in the prior quarter, driven by a change in accumulated other comprehensive income, net of tax, due to the fair market value fluctuations of the available-for-sale investment securities portfolio. The tangible common equity to tangible assets ratio increased to 11.98% at December 31, 2015 from 11.76% in the prior quarter, driven by a decrease in tangible assets. The leverage ratio at December 31, 2015 for the consolidated company and the Bank was 11.75% and 11.20%, respectively.

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, 2015 accretable yield balance on the 310-30 loans of $84.2 million would add $1.69 after-tax to the tangible book value per share. A more conservative methodology that management uses values the excess yield above a 4.0% yield (an approximate yield on new loan originations) and then considers the timing of the excess accreted interest income recognition discounted at 5%. This would add $1.21 after-tax to our tangible book value per share as of December 31, 2015, resulting in a tangible common book value per share of $19.43.

Year-Over-Year Review

(All comparisons refer to the full year 2014)

Net income for 2015 was $4.9 million, or $0.14 per diluted share, compared to net income of $9.2 million, or $0.22 per diluted share for 2014. Net interest income totaled $156.9 million and decreased $13.3 million, or 7.8%, primarily driven by lower levels of higher-yielding acquired loans. Average interest earning assets remained consistent as increases in the originated loan portfolio offset reductions in the investment portfolio and non-strategic acquired loans. The continued resolution of the higher-yielding acquired non-strategic loan portfolio and higher levels of lower-yielding short-term investments led to a 25 basis point narrowing of the fully taxable equivalent net interest margin to 3.60% from 3.85%.

Loan balances at December 31, 2015 totaled $2.6 billion and increased $425.3 million, or 19.7%. Strategic loans increased $507.2 million, or 25.9%, on the strength of loan originations. Loan originations during 2015 totaled $966.9 million, increasing 11.2%, as a result of continued market penetration. Non-strategic loans declined $81.9 million, or 40.6%, 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 $2.7 billion during 2015 and increased $237.9 million, or 9.5%. The increase was driven by higher average demand deposits of $81.6 million, or 11.6%, coupled with an increase in other low-cost transaction deposits of $57.6 million, or 3.4%. Client repurchase agreements also increased $98.7 million, or 99.6%. Total deposits and client repurchase agreements averaged $4.0 billion during 2015, increasing $97.4 million from the prior year. The increase in total deposits was driven by growth in transaction deposits and client repurchase agreements, offset by a $140.6 million decrease 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. The mix of transaction deposits to total deposits improved to 68.9% at December 31, 2015 from 64.0% at prior year end. Additionally, the average cost of total deposits declined one basis point to 0.36% in 2015 from 0.37% during 2014.

Provision for loan loss expense was $12.4 million during 2015, compared to $6.2 million during 2014, an increase of $6.2 million. The increase in provision was primarily due to an increase in specific reserves of $5.6 million. The non 310-30 allowance was 1.09% of total non 310-30 loans compared to 0.90% in the prior year, increasing primarily due to the higher specific reserves and an increase in the general allowance as the originated portfolio becomes a larger component of non 310-30 loans. Net charge-offs on non 310-30 loans remained low at only 0.12% during 2015 compared to 0.05% during 2014.

Non-interest income was $21.4 million in 2015 compared to a negative $1.7 million in the prior year, an increase of $23.1 million. The increase was largely due to $21.1 million higher FDIC related income driven by $7.0 million less indemnification amortization, $9.2 million increase in other FDIC loss-share income, and a $4.9 million gain on the termination of the FDIC loss-share agreements. Banking related non-interest income totaled $33.0 million during 2015, increasing $2.6 million, or 8.6%, as a result of increases in bank card fees, gain on sale of mortgages, mark-to-market adjustments related to fair value interest rate swaps on fixed-rate term loans, and bank-owned life insurance income, and were somewhat offset by a decrease in overdraft fees.

Total non-interest expense was $158.0 million in 2015, increasing $8.0 million. The increase was driven by lower year-over-year OREO gains of $7.0 million, one-time core system conversion-related expenses of $3.0 million, efficiency initiative expenses related to severance accruals and banking center consolidation expense accruals of $2.4 million, change in warrant liability fair value adjustments of $3.1 million primarily due to the change in our stock price, and $2.1 million related to the addition of Pine River Valley Bank. These increases were partially offset by a net decrease in operating expenses of $4.8 million during 2015 and a $4.1 million contract termination expense in 2014. One-time non-interest expenses totaled $6.2 million during 2015 and are excluded from operating expenses in 2015. When further adjusted for the additional Pine River Valley Bank expenses, operating expenses decreased a net $4.8 million year-over-year, or 3.2%. Operating expense reductions were driven by lower compensation costs, banking center consolidations and successful vendor contract negotiations. Operating expenses exclude problem asset workout expenses, and one-time expenses related to the change in the warrant liability, contract termination expenses, banking center consolidation expense accruals, severance expense accruals, core system conversion-related expenses, and acquisition-related expenses.

Included in our efficiency initiative expenses for 2015 are $1.4 million of banking center consolidation expense accruals from the consolidation of twelve, or 12.4%, of our total banking centers over the past year.

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, January 29, 2016. Interested parties may listen to this call by dialing (877) 272-6762 (United States) / (615) 800-6832 (International) using the Conference ID of 12866911 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 12, 2016, by dialing (855) 859-2056 (United States) / (404) 537-3406 (International) using the Conference ID of 12866911. 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 "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 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, 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.


    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 year ended
                                                                         --------------------------                 ------------------

                                                            December 31,                             September 30,         December 31,         December 31,              December 31,

                                                                    2015                                       2015                        2014            2015                       2014
                                                                    ----                                       ----                        ----            ----                       ----

    Total interest and dividend income                                                       $43,492                                   $42,311                    $46,280                    $171,407    $184,662

    Total interest expense                                                                     3,563                                     3,629                      3,696                      14,462      14,413
                                                                                               -----                                     -----                      -----                      ------      ------

    Net interest income before provision for
     loan losses                                                                              39,929                                    38,682                     42,584                     156,945     170,249
                                                                                              ------                                    ------                     ------                     -------     -------

    Provision for loan losses on 310-30 loans                                                    198                                       110                      (185)                        366       (520)

    Provision for loan losses on non 310-30
     loans                                                                                     5,225                                     3,600                      1,450                      12,078       6,729
                                                                                               -----                                     -----                      -----                      ------       -----

    Net interest income after provision for
     loan losses                                                                              34,506                                    34,972                     41,319                     144,501     164,040
                                                                                              ------                                    ------                     ------                     -------     -------

    Non-interest income:

    Service charges                                                                            3,821                                     3,953                      3,872                      14,798      15,430

    Bank card fees                                                                             2,841                                     2,808                      2,575                      10,898      10,123

    Gain on sale of mortgages, net                                                               389                                       628                        326                       1,963       1,000

    Other non-interest income                                                                  1,521                                       896                      1,253                       5,306       3,810

    Gain on previously charged-off acquired
     loans                                                                                       466                                        46                         62                         609         737

    OREO related write-ups and other income                                                    1,508                                       183                      1,030                       2,379       3,807

    Bargain purchase gain                                                                          -                                    1,048                          -                      1,048           -

    FDIC indemnification asset amortization/
     gain on termination                                                                       4,873                                   (5,798)                   (7,922)                   (15,878)   (27,741)

    Other FDIC loss-sharing income (expense)                                                       -                                      (3)                   (6,313)                        325     (8,862)
                                                                                                 ---                                      ---                     ------                         ---      ------

    Total non-interest income                                                                 15,419                                     3,761                    (5,117)                     21,448     (1,696)

    Non-interest expense:

    Salaries and benefits                                                                     21,331                                    20,454                     20,574                      83,018      82,834

    Occupancy and equipment                                                                    6,234                                     6,098                      6,263                      24,490      25,101

    Professional fees                                                                          1,489                                       924                      1,077                       4,495       3,257

    Other non-interest expense                                                                 9,572                                     8,735                      8,539                      34,562      34,178

    Problem asset workout                                                                      1,448                                     1,583                    (8,531)                      4,541     (1,868)

    Intangible asset amortization                                                              1,370                                     1,359                      1,336                       5,401       5,344

    Loss (gain) from the change in fair value
     of warrant liability                                                                        464                                     (476)                     (219)                        106     (2,953)

    Banking center consolidation related
     expenses                                                                                    322                                         -                         -                      1,411           -

    Contract termination expense                                                                   -                                        -                     4,110                           -      4,110
                                                                                                 ---                                      ---                     -----                         ---      -----

    Total non-interest expense                                                                42,230                                    38,677                     33,149                     158,024     150,003
                                                                                              ------                                    ------                     ------                     -------     -------

    Income before income taxes                                                                 7,695                                        56                      3,053                       7,925      12,341

    Income tax expense (benefit)                                                               4,355                                   (1,580)                       774                       3,044       3,165
                                                                                               -----                                    ------                        ---                       -----       -----

    Net income                                                                                $3,340                                    $1,636                     $2,279                      $4,881      $9,176
                                                                                              ======                                    ======                     ======                      ======      ======

    Income per share - basic                                                                   $0.11                                     $0.05                      $0.06                       $0.14       $0.22

    Income per share - diluted                                                                 $0.11                                     $0.05                      $0.06                       $0.14       $0.22




    NATIONAL BANK HOLDINGS CORPORATION

    Consolidated Statements of Condition (Unaudited)

    (Dollars in thousands, except share and per share data)



                                                       December 31, 2015              September 30, 2015        December 31, 2014
                                                       -----------------              ------------------        -----------------

    ASSETS

    Cash and cash equivalents                                                $166,092                                     $153,156             $256,979

    Securities purchased under agreements to
     resell                                                            -                                 50,000                         -

    Investment securities available-for-sale                              1,157,246                                    1,244,267            1,479,214

    Investment securities held-to-maturity                                  427,503                                      445,069              530,590

    Non-marketable securities                                                22,529                                       27,049               27,045

    Loans receivable, net                                                 2,587,673                                    2,523,128            2,162,409

    Allowance for loan losses                                              (27,119)                                    (23,827)            (17,613)
                                                                            -------                                      -------              -------

    Loans, net                                                            2,560,554                                    2,499,301            2,144,796

    Loans held for sale                                                      13,292                                       11,246                5,146

    FDIC indemnification asset, net                                    -                                 18,155                    39,082

    Other real estate owned                                                  20,814                                       19,034               29,120

    Premises and equipment, net                                             103,103                                      104,452              106,341

    Goodwill                                                                 59,630                                       59,630               59,630

    Intangible assets, net                                                   12,429                                       13,799               16,883

    Other assets                                                            140,716                                      142,891              124,820
                                                                            -------                                      -------              -------

    Total assets                                                           $4,683,908                                   $4,788,049           $4,819,646
                                                                           ==========                                   ==========           ==========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Liabilities:

    Non-interest bearing demand
     deposits                                                                $815,054                                     $820,269             $732,580

    Interest bearing demand deposits                                        436,745                                      408,341              386,121

    Savings and money market                                              1,394,995                                    1,390,054            1,290,436
                                                                          ---------                                    ---------            ---------

    Total transaction deposits                                            2,646,794                                    2,618,664            2,409,137

    Time deposits                                                         1,193,883                                    1,255,973            1,357,051
                                                                          ---------                                    ---------            ---------

    Total deposits                                                        3,840,677                                    3,874,637            3,766,188

    Securities sold under agreements to
     repurchase                                                             136,523                                      169,488              133,552

    Federal Home Loan Bank advances                                          40,000                                       40,000               40,000

    Other liabilities                                                        49,164                                       82,731               85,331
                                                                             ------                                       ------               ------

    Total liabilities                                                     4,066,364                                    4,166,856            4,025,071

    Shareholders' equity:

    Common stock                                                                513                                          513                  512

    Additional paid in capital                                              997,926                                      995,440              993,212

    Retained earnings                                                        38,670                                       36,778               40,528

    Treasury stock                                                        (419,660)                                   (420,274)           (245,516)

    Accumulated other comprehensive income, net
     of tax                                                                      95                                        8,736                5,839
                                                                                ---                                        -----                -----

    Total shareholders' equity                                              617,544                                      621,193              794,575
                                                                            -------                                      -------              -------

    Total liabilities and
     shareholders' equity                                                  $4,683,908                                   $4,788,049           $4,819,646
                                                                           ==========                                   ==========           ==========

    SHARE DATA

    Average basic shares outstanding                                     30,625,371                                   32,681,181           39,439,646

    Average diluted shares outstanding                                   30,795,333                                   32,762,516           39,444,330

    Ending shares outstanding                                            30,358,509                                   30,318,684           38,884,953

    Common book value per share                                                $20.34                                       $20.49               $20.43

    Tangible common book value per
     share (1)                                                                 $18.22                                       $18.31               $18.63

    Tangible common book value per
     share, excluding accumulated
     other comprehensive income(1)                                             $18.22                                       $18.02               $18.48

    CAPITAL RATIOS

    Average equity to average assets                                         13.17%                                      13.76%              16.75%

    Tangible common equity to tangible assets
     (1)                                                                     11.98%                                      11.76%              15.25%

    Leverage ratio                                                           11.75%                                      11.50%              14.98%



    (1)              Represents a non-GAAP financial
                     measure.  See non-GAAP
                     reconciliation starting on page
                     16.


    NATIONAL BANK HOLDINGS CORPORATION

    Loan Portfolio Update

    (Dollars in thousands)

    Accounting Treatment Period End Loan Balances:


                                                         December 31, 2015                        September 30, 2015                          December 31, 2014
                                                        -----------------                      ------------------                        -----------------

                                     ASC 310-                   Non 310-    Total     ASC 310-                   Non 310-  Total      ASC 310-                    Non 310-  Total

                                     30 Loans                 30 Loans(1)   Loans     30 Loans                 30 Loans(1) Loans      30 Loans                  30 Loans(1) Loans
                                     --------                 ----------    -----     --------                 ----------  -----      --------                  ----------  -----

    Commercial                                      $13,007                $1,039,769               $1,052,776                $19,226                    $999,400                 $1,018,626   $22,956   $772,440   $795,396

    Agriculture                                    16,752                   145,558                  162,310                 17,908                     131,119                    149,027    19,063    118,468    137,531

    Commercial real estate                        148,888                   506,331                  655,219                153,546                     480,709                    634,255   192,330    369,264    561,594

    Residential real estate                        21,452                   662,550                  684,002                 26,975                     659,475                    686,450    40,761    591,939    632,700

    Consumer                                        2,731                    30,635                   33,366                  3,237                      31,533                     34,770     4,535     30,653     35,188
                                                    -----                    ------                   ------                  -----                      ------                     ------     -----     ------     ------

    Total                                          $202,830                $2,384,843               $2,587,673               $220,892                  $2,302,236                 $2,523,128  $279,645 $1,882,764 $2,162,409
                                                   ========                ==========               ==========               ========                  ==========                 ==========  ======== ========== ==========



    (1)              Included in non 310-30 loans are
                     originated loans of $2,180,267,
                     $2,073,560, and $1,645,533 as
                     of December 31, 2015, September
                     30, 2015, and December 31,
                     2014, respectively, and loans
                     acquired under business
                     combinations of $204,576,
                     $228,676 and $237,231 as of
                     December 31, 2015, September
                     30, 2015, and December 31,
                     2014, respectively.


    Strategic/Non-Strategic Period End
     Loan Balances:



                           December 31, 2015                           September 30, 2015                                December 31, 2014
                           -----------------                           ------------------                                -----------------

                                                               Non-                                                                                         Non-                                                     Non-

                 Strategic                           strategic      Total                 Strategic            strategic                   Total                 Strategic        strategic Total
                 ---------                           ---------      -----                 ---------            ---------                   -----                 ---------        --------- -----

    Commercial                            $1,047,053                           $5,723               $1,052,776                                     $997,676                 $20,950               $1,018,626   $765,114    $30,282   $795,396

    Agriculture                              160,824                            1,486                  162,310                                      147,311                   1,716                  149,027    135,559      1,972    137,531

    Owner-
     occupied
     commercial
     real estate                             200,218                           12,115                  212,333                                      186,983                  12,507                  199,490    140,729     19,228    159,957

    Commercial
     real estate                             353,001                           89,885                  442,886                                      342,197                  92,568                  434,765    275,311    126,326    401,637

    Residential
     real estate                             674,351                            9,651                  684,002                                      672,008                  14,442                  686,450    610,583     22,117    632,700

    Consumer                                  32,398                              968                   33,366                                       33,606                   1,164                   34,770     33,371      1,817     35,188
                                              ------                              ---                   ------                                       ------                   -----                   ------     ------      -----     ------

    Total                                 $2,467,845                         $119,828               $2,587,673                                   $2,379,781                $143,347               $2,523,128 $1,960,667   $201,742 $2,162,409
                                          ==========                         ========               ==========                                   ==========                ========               ========== ==========   ======== ==========


    Originations:


                   Fourth            Third    Second            First               Fourth

                  quarter           quarter  quarter           quarter              quarter

                      2015              2015              2015        2015                 2014
                      ----              ----              ----        ----                 ----

    Commercial             $123,739                  $151,434              $147,321             $129,120 $102,732

    Agriculture              24,194                    11,295                19,019                3,605    4,952

    Owner-
     occupied
     commercial
     real estate             13,395                    12,095                17,566               12,778   11,139

    Commercial
     real estate             23,260                    36,480                38,113               21,898   27,617

    Residential
     real estate             50,387                    36,808                44,699               33,042   31,680

    Consumer                  3,086                     5,616                 4,669                3,247    4,111
                              -----                     -----                 -----                -----    -----

    Total                  $238,061                  $253,728              $271,387             $203,690 $182,231
                           ========                  ========              ========             ======== ========


    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin

    (Dollars in thousands)


                                                          Three months ended                                    Three months ended                                        Three months ended

                                                          December 31, 2015                                     September 30, 2015                                        December 31, 2014
                                                        -----------------                                ------------------                                   -----------------

                                              Average                                             Average                    Average                                                     Average              Average                                        Average

                                              Balance                  Interest              Rate                          Balance             Interest                          Rate                     Balance          Interest                     Rate
                                              -------                  --------              ----                          -------             --------                          ----                     -------          --------                     ----

    Interest earning assets:

    ASC 310-30 loans                                      $209,268                       $11,527                   22.03%                            $230,978                                $11,262                19.50%                     $295,308                  $14,195        19.23%

    Non 310-30 loans(1)(2)(3)(4)                       2,332,948                        23,857                    4.06%                           2,193,383                                 22,210                 4.02%                    1,879,779                   20,897         4.41%

    Investment securities available-for-sale           1,207,785                         7,234                    2.40%                           1,286,897                                  5,929                 1.84%                    1,529,101                    7,273         1.90%

    Investment securities held-to-maturity               436,930                         1,431                    1.31%                             461,530                                  3,215                 2.79%                      545,735                    3,855         2.83%

    Other securities                                      22,287                           247                    4.43%                              27,059                                    319                 4.72%                       26,997                      302         4.47%

    Interest earning deposits and securities
     purchased under agreements to resell                139,244                           124                    0.35%                             223,432                                    198                 0.35%                      118,171                       78         0.26%
                                                         -------                           ---                                                      -------                                    ---                                            -------                      ---

    Total interest earning assets(4)                    $4,348,462                       $44,420                    4.05%                          $4,423,279                                $43,133                 3.87%                   $4,395,091                  $46,600         4.21%
                                                        ==========                       =======                                                   ==========                                =======                                         ==========                  =======

    Cash and due from banks                                $57,579                                                                                   $66,288                                                                                  $57,031

    Other assets                               341,840                                                                                 351,071                                                                                     391,582

    Allowance for loan losses                 (24,748)                                                                               (21,176)                                                                                   (17,260)
                                               -------                                                                                 -------                                                                                     -------

    Total assets                                        $4,723,133                                                                                $4,819,462                                                                               $4,826,444
                                                        ==========                                                                                ==========                                                                               ==========

    Interest bearing liabilities:

    Interest bearing demand, savings
     and money market deposits                          $1,812,345                        $1,184                    0.26%                          $1,780,799                                 $1,167                 0.26%                   $1,677,494                   $1,075         0.25%

    Time deposits                                      1,222,829                         2,151                    0.70%                           1,268,476                                  2,257                 0.71%                    1,375,779                    2,420         0.70%

    Securities sold under agreements to
     repurchase                                          143,294                            60                    0.17%                             182,071                                     37                 0.08%                      113,993                       37         0.13%

    Federal Home Loan Bank advances                       40,000                           168                    1.67%                              40,000                                    168                 1.67%                       39,565                      164         1.64%
                                                          ------                           ---                                                       ------                                    ---                                             ------                      ---

    Total interest bearing
     liabilities                                        $3,218,468                        $3,563                    0.44%                          $3,271,346                                 $3,629                 0.44%                   $3,206,831                   $3,696         0.46%
                                                        ==========                        ======                                                   ==========                                 ======                                         ==========                   ======

    Demand deposits                                       $825,979                                                                                  $810,895                                                                                 $728,345

    Other liabilities                           56,447                                                                                  73,984                                                                                      82,632
                                                ------                                                                                  ------                                                                                      ------

    Total liabilities                        4,100,894                                                                               4,156,225                                                                                   4,017,808
                                             ---------                                                                               ---------                                                                                   ---------

    Shareholders' equity                       622,239                                                                                 663,237                                                                                     808,636
                                               -------                                                                                 -------                                                                                     -------

    Total liabilities and
     shareholders' equity                               $4,723,133                                                                                $4,819,462                                                                               $4,826,444
                                                        ==========                                                                                ==========                                                                               ==========

    Net interest income                                                         $40,857                                                                                        $39,504                                                                          $42,904
                                                                                =======                                                                                        =======                                                                          =======

    Interest rate spread                                                                             3.61%                                                                                           3.43%                                                                       3.75%

    Net interest earning assets                         $1,129,994                                                                                $1,151,933                                                                               $1,188,260
                                                        ==========                                                                                ==========                                                                               ==========

    Net interest margin(4)                                                                           3.73%                                                                                           3.54%                                                                       3.87%

    Ratio of average interest earning assets
     to average interest bearing liabilities   135.11%                                                                                135.21%                                                                                    137.05%



             (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 $2.1
                     billion, $2.0 billion and $1.6
                     billion, and interest income of
                     $19.3 million, $18.3 million
                     and $17.1 million, with tax
                     equivalent yields of 3.78%,
                     3.85% and 4.24% for the three
                     months ended December 31, 2015,
                     September 30, 2015, and
                     December 31, 2014,
                     respectively.

             (3)    Non 310-30 loans include loans
                     held-for-sale. Average
                     balances during the three
                     months ended December 31, 2015,
                     September 30, 2015, and
                     December 31, 2014 were $9.4
                     million, $9.2 million and $3.6
                     million, and interest income
                     was $166 thousand, $192
                     thousand and $83 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 $928
                     thousand, $822 thousand and
                     $320 thousand for the three
                     months ended December 31, 2015,
                     September 30, 2015, and
                     December 31, 2014,
                     respectively.




    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin

    (Dollars in thousands)


                                                     For the year ended December 31, 2015                        For the year ended December 31, 2014
                                                     ------------------------------------                        ------------------------------------

                                              Average                                                       Average                    Average                                         Average

                                              Balance                      Interest                    Rate                          Balance                   Interest          Rate
                                              -------                      --------                    ----                          -------                   --------          ----

    Interest earning assets:

    ASC 310-30 loans                                          $237,453                              $47,255                  19.90%                                  $361,806              $60,841        16.82%

    Non 310-30 loans(1)(2)(3)(4)                           2,109,152                               86,693                   4.11%                                 1,691,253               74,565         4.41%

    Investment securities available-for-sale               1,327,245                               26,398                   1.99%                                 1,655,730               31,887         1.93%

    Investment securities held-to-maturity                   476,924                               11,747                   2.46%                                   588,909               16,764         2.85%

    Other securities                                          25,865                                1,210                   4.68%                                    25,855                1,206         4.66%

    Interest earning deposits and securities
     purchased under agreements to resell                    262,500                                  799                   0.30%                                   123,350                  329         0.27%
                                                             -------                                  ---                                                           -------                  ---

    Total interest earning assets(4)                        $4,439,139                             $174,102                   3.92%                                $4,446,903             $185,592         4.17%
                                                            ==========                             ========                                                        ==========             ========

    Cash and due from banks                                    $59,526                                                                                               $57,763

    Other assets                               353,344                                                                                                 378,723

    Allowance for loan losses                 (20,939)                                                                                               (15,460)
                                               -------                                                                                                 -------

    Total assets                                            $4,831,070                                                                                            $4,867,929
                                                            ==========                                                                                            ==========

    Interest bearing liabilities:

    Interest bearing demand, savings
     and money market deposits                              $1,758,965                               $4,524                   0.26%                                $1,701,344               $4,323         0.25%

    Time deposits                                          1,281,171                                9,085                   0.71%                                 1,421,726                9,797         0.69%

    Securities sold under agreements to
     repurchase                                              197,728                                  187                   0.09%                                    99,057                  129         0.13%

    Federal Home Loan Bank advances                           40,000                                  666                   1.67%                                     9,975                  164         1.64%
                                                              ------                                  ---                                                             -----                  ---

    Total interest bearing
     liabilities                                            $3,277,864                              $14,462                   0.44%                                $3,232,102              $14,413         0.45%
                                                            ==========                              =======                                                        ==========              =======

    Demand deposits                                           $782,431                                                                                              $700,809

    Other liabilities                           69,299                                                                                                  74,327
                                                ------                                                                                                  ------

    Total liabilities                        4,129,594                                                                                               4,007,238
                                             ---------                                                                                               ---------

    Shareholders' equity                       701,476                                                                                                 860,691
                                               -------                                                                                                 -------

    Total liabilities and
     shareholders' equity                                   $4,831,070                                                                                            $4,867,929
                                                            ==========                                                                                            ==========

    Net interest income                                                                   $159,640                                                                            $171,179
                                                                                          ========                                                                            ========

    Interest rate spread                                                                                       3.48%                                                                               3.72%

    Net interest earning assets                             $1,161,275                                                                                            $1,214,801
                                                            ==========                                                                                            ==========

    Net interest margin(4)                                                                                     3.60%                                                                               3.85%

    Ratio of average interest earning assets
     to average interest bearing liabilities   135.43%                                                                                                137.59%



             (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 $1.9
                     billion and $1.4 billion, and
                     interest income of $70.6
                     million and $58.1 million, with
                     tax equivalent yields of 3.87%
                     and 4.17% for 2015 and 2014,
                     respectively.

             (3)    Non 310-30 loans include loans
                     held-for-sale. Average
                     balances during 2015 and 2014
                     were $7.1 million and $3.1
                     million, and interest income
                     was $589 thousand and $267
                     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 $2,695
                     thousand and $930 thousand for
                     2015 and 2014, respectively.




    NATIONAL BANK HOLDINGS CORPORATION

    (Dollars in thousands)

    Allowance For Loan Losses Analysis (1):


                                            As of and for the three months ended:
                                            -------------------------------------

                                                      December 31, 2015                    September 30, 2015 December 31, 2014
                                                      -----------------                    ------------------ -----------------

                                                             ASC                                   Non                                   ASC              Non                               ASC    Non

                                                            310-30                               310-30                                310-30           310-30                            310-30 310-30

                                                            Loans                                 Loans             Total        Loans            Loans          Total     Loans          Loans   Total
                                                            -----                                 -----             -----        -----            -----          -----     -----          -----   -----

    Beginning allowance for loan
     losses                                                                           $875                               $22,952          $23,827                     $765          $19,476            $20,241          $907        $15,684         $16,591

    Net charge-offs                                                                      3                               (2,134)         (2,131)                       -           (124)             (124)          (1)         (242)          (243)

    Provision (recoupment)/
     expense                                                                           198                                 5,225            5,423                      110            3,600              3,710         (185)         1,450           1,265
                                                                                       ---                                 -----            -----                      ---            -----              -----          ----          -----           -----

    Ending ALL                                                                      $1,076                               $26,043          $27,119                     $875          $22,952            $23,827          $721        $16,892         $17,613
                                                                                    ======                               =======          =======                     ====          =======            =======          ====        =======         =======

    Ratio of annualized net
     charge-offs to average
     total loans during the
     period, respectively                                                          (0.01)%                                0.36%           0.33%                   0.00%           0.02%             0.02%        0.00%         0.05%          0.04%

    Ratio of ALL to total loans
     outstanding at period end,
     respectively                                                                    0.53%                                1.09%           1.05%                   0.40%           1.00%             0.94%        0.26%         0.90%          0.81%

    Ratio of ALL to total non-
     performing loans at period
     end, respectively                                                               0.00%                              101.54%         105.74%                   0.00%          80.13%            83.18%        0.00%       156.22%        162.89%

    Total loans                                                                   $202,830                            $2,384,843       $2,587,673                 $220,892       $2,302,236         $2,523,128      $279,645     $1,882,764      $2,162,409

    Average total loans during
     the period                                                                   $209,268                            $2,323,527       $2,532,795                 $230,978       $2,184,169         $2,415,147      $295,308     $1,876,203      $2,171,511

    Total non-performing loans                                                  $        -                              $25,647          $25,647               $        -         $28,645            $28,645   $         -       $10,813         $10,813


    Past Due Loans (1):


                               December 31, 2015               September 30, 2015                         December 31, 2014
                               -----------------               ------------------                         -----------------

                         ASC                        Non                                             ASC                       Non                                     ASC                      Non

                        310-30                    310-30                                           310-30                   310-30                                   310-30                   310-30

                         Loans                     Loans Total                     Loans          Loans                     Total             Loans            Loans        Total
                        -----                      ----- -----                    -----           -----                     -----            -----             -----        -----

    Loans 30-89 days
     past due and
     still accruing
     interest                              $3,941                $6,716                   $10,657                                     $2,035            $1,561                         $3,596               $7,016        $1,142         $8,158

    Loans 90 days
     past due and
     still accruing
     interest                              15,762                   165                    15,927                                     18,942               266                         19,208               33,834           263         34,097

    Non-accrual
     loans                                      -               25,647                    25,647                                          -           28,645                         28,645                    -       10,813         10,813
                                              ---               ------                    ------                                        ---           ------                         ------                  ---       ------         ------

    Total past due
     and non-
     accrual loans                        $19,703               $32,528                   $52,231                                    $20,977           $30,472                        $51,449              $40,850       $12,218        $53,068
                                          =======               =======                   =======                                    =======           =======                        =======              =======       =======        =======

    Total 90 days
     past due and
     still accruing
     interest and
     non-accrual
     loans to total
     loans,
     respectively                           7.77%                1.08%                    1.61%                                     8.58%            1.26%                         1.90%              12.10%        0.59%         2.08%

    Total non-
     accrual loans
     to total loans,
     respectively                           0.00%                1.08%                    0.99%                                     0.00%            1.24%                         1.14%               0.00%        0.57%         0.50%

    % of total past
     due and non-
     accrual loans
     that carry fair
     value marks                          100.00%               22.01%                   51.43%                                   100.00%           14.21%                        49.19%             100.00%       34.66%        84.96%


    NATIONAL BANK HOLDINGS CORPORATION

    (Dollars in thousands)


    Asset Quality Data(1):




                                       December 31, 2015         September 30, 2015 December 31, 2014
                                       -----------------         ------------------ -----------------

    Non-accrual loans                                     $7,854                                       $7,288  $3,840

    Restructured loans on non-
     accrual                                              17,793                                       21,357   6,973
                                                          ------                                       ------   -----

    Total non-performing loans                            25,647                                       28,645  10,813

    OREO                                                  20,814                                       19,034  29,120

    Other repossessed assets                                 894                                          894     849
                                                             ---                                          ---     ---

    Total non-performing
     assets                                              $47,355                                      $48,573 $40,782
                                                         =======                                      ======= =======

    Accruing restructured
     loans                                                $8,403                                      $11,028 $19,275

    Total non-performing
     loans to total loans                                  0.99%                                       1.14%  0.50%

    Total non-performing
     assets to total loans and
     OREO                                                  1.81%                                       1.91%  1.86%



    (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.


    Changes in Accretable Yield:


                                                   For the three months ended                         Life-to-date
                                                   --------------------------                         ------------

                                 December 31, 2015                                 September 30, 2015  December 31, 2014          December 31, 2015
                                 -----------------                                 ------------------  -----------------          -----------------

    Accretable yield at
     beginning of period                                                   $93,015                                       $103,430                     $113,108 $            -

    Additions through
     acquisitions                                                                -                                             -                           -       214,994

    Reclassification from
     non-accretable
     difference to
     accretable yield                                                        3,367                                          3,202                       16,858        256,328

    Reclassification to
     non-accretable
     difference from
     accretable yield                                                        (642)                                       (2,355)                     (2,308)      (27,983)

    Accretion                                                             (11,547)                                      (11,262)                    (14,195)     (359,146)
                                                                           -------                                        -------                      -------       --------

    Accretable yield at end
     of period                                                             $84,193                                        $93,015                     $113,463        $84,193
                                                                           =======                                        =======                     ========        =======


    NATIONAL BANK HOLDINGS CORPORATION

    Key Ratios


                                            As of and for the                           As of and for the

                                            three months ended                             year ended
                                            ------------------                             ----------

                                       December 31,              September 30,                            December 31,           December 31,            December 31,

                                                            2015                   2015                                     2014                    2015                     2014
                                                            ----                   ----                                     ----                    ----                     ----

    Key Ratios(1)
    ------------

    Return on
     average
     assets                                                0.28%                 0.13%                                   0.19%                  0.10%                   0.19%

    Return on
     average
     tangible
     assets(2)                                             0.36%                 0.21%                                   0.26%                  0.17%                   0.26%

    Adjusted
     return on
     average
     tangible
     assets(2)                                             0.48%                 0.52%                                   0.71%                  0.54%                   0.66%

    Return on
     average
     equity                                                2.13%                 0.98%                                   1.12%                  0.70%                   1.07%

    Return on
     average
     tangible
     common
     equity(2)                                             2.97%                 1.64%                                   1.66%                  1.29%                   1.58%

    Interest
     earning
     assets to
     interest
     bearing
     liabilities
     (end of
     period)(3)                                          133.71%               134.58%                                 137.36%                133.71%                 137.36%

    Loans to
     deposits
     ratio (end
     of period)                                           67.72%                65.41%                                  57.55%                 67.72%                  57.55%

    Non-interest
     bearing
     deposits to
     total
     deposits
     (end of
     period)                                              21.22%                21.17%                                  19.45%                 21.22%                  19.45%

    Net interest
     margin(4)                                             3.64%                 3.47%                                   3.84%                  3.54%                   3.83%

    Net interest
     margin
     (fully
     taxable
     equivalent)(2)(4)                                     3.73%                 3.54%                                   3.87%                  3.60%                   3.85%

    Interest rate
     spread(5)                                             3.61%                 3.43%                                   3.75%                  3.48%                   3.72%

    Yield on
     earning
     assets(3)                                             3.97%                 3.79%                                   4.18%                  3.86%                   4.15%

    Yield on
     earning
     assets
     (fully
     taxable
     equivalent)(2)(3)                                     4.05%                 3.87%                                   4.21%                  3.92%                   4.17%

    Cost of
     interest
     bearing
     liabilities(3)                                        0.44%                 0.44%                                   0.46%                  0.44%                   0.45%

    Cost of
     deposits                                              0.35%                 0.35%                                   0.37%                  0.36%                   0.37%

    Non-interest
     expense to
     average
     assets                                                3.55%                 3.18%                                   2.72%                  3.27%                   3.08%

    Efficiency
     ratio (fully
     taxable
     equivalent)(2)(6)                                    72.61%                86.25%                                  84.19%                 84.28%                  85.35%

    Adjusted
     efficiency
     ratio (fully
     taxable
     equivalent)(2)(6)                                    72.34%                73.25%                                  71.58%                 73.68%                  72.13%


    Asset Quality
     Data
     (7)(8)(9)
    -------------

    Non-
     performing
     loans to
     total loans                                           0.99%                 1.14%                                   0.50%                  0.99%                   0.50%

    Non-
     performing
     assets to
     total loans
     and OREO                                              1.81%                 1.91%                                   1.86%                  1.81%                   1.86%

    Allowance for
     loan losses
     to total
     loans                                                 1.05%                 0.94%                                   0.81%                  1.05%                   0.81%

    Allowance for
     loan losses
     to non-
     performing
     loans                                               105.74%                83.18%                                 162.89%                105.74%                 162.89%

    Net charge-
     offs to
     average
     loans(1)                                              0.33%                 0.02%                                   0.04%                  0.12%                   0.05%



             (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.


    NATIONAL BANK HOLDINGS CORPORATION

    Non-GAAP Financial Measures and Reconciliations

    (Dollars in thousands, except share and per share data)


    Statements of Financial Condition


                                                            December 31, 2015            September 30, 2015 December 31, 2014
                                                            -----------------            ------------------ -----------------

    Total shareholders' equity                                                  $617,544                                       $621,193   $794,575

    Less: goodwill and intangible assets,
     net                                                                        (72,060)                                      (73,429)  (76,513)

    Add: deferred tax liability related
     to goodwill                                                                   7,772                                          7,385      6,222
                                                                                   -----                                          -----      -----

    Tangible common equity (non-GAAP)                                           $553,256                                       $555,149   $724,284
                                                                                ========                                       ========   ========


    Total assets                                                              $4,683,908                                     $4,788,049 $4,819,646

    Less: goodwill and intangible assets,
     net                                                                        (72,060)                                      (73,429)  (76,513)

    Add: deferred tax liability related
     to goodwill                                                                   7,772                                          7,385      6,222
                                                                                   -----                                          -----      -----

    Tangible assets (non-GAAP)                                                $4,619,620                                     $4,722,005 $4,749,355
                                                                              ==========                                     ========== ==========


    Tangible common equity to tangible
     assets calculations:

    Total shareholders' equity to total
     assets                                                                       13.18%                                        12.97%    16.49%

    Less: impact of goodwill and
     intangible assets, net                                                      (1.20)%                                       (1.21)%   (1.24)%
                                                                                  ------                                         ------     ------

    Tangible common equity to tangible
     assets (non-GAAP)                                                            11.98%                                        11.76%    15.25%
                                                                                   =====                                          =====      =====


    Common book value per share
     calculations:

    Total shareholders' equity                                                  $617,544                                       $621,193   $794,575

    Divided by: ending shares outstanding                                     30,358,509                                     30,318,684 38,884,953
                                                                              ----------                                     ---------- ----------

    Common book value per share                                                   $20.34                                         $20.49     $20.43
                                                                                  ======                                         ======     ======


    Tangible common book value per share
     calculations:

    Tangible common equity (non-GAAP)                                           $553,256                                       $555,149   $724,284

    Divided by: ending shares outstanding                                     30,358,509                                     30,318,684 38,884,953
                                                                              ----------                                     ---------- ----------

    Tangible common book value per share
     (non-GAAP)                                                                   $18.22                                         $18.31     $18.63
                                                                                  ======                                         ======     ======


    Tangible common book value per share,
     excluding accumulated other
     comprehensive income calculations:

    Tangible common equity (non-GAAP)                                           $553,256                                       $555,149   $724,284

    Less: accumulated other comprehensive
     income, net of tax                                                             (95)                                       (8,736)   (5,839)
                                                                                     ---                                         ------     ------

    Tangible common book value, excluding
     accumulated other comprehensive
     income, net of tax (non-GAAP)                                               553,161                                        546,413    718,445

    Divided by: ending shares outstanding                                     30,358,509                                     30,318,684 38,884,953
                                                                              ----------                                     ---------- ----------

    Tangible common book value per share,
     excluding accumulated other
     comprehensive income, net of tax
     (non-GAAP)                                                                   $18.22                                         $18.02     $18.48
                                                                                  ======                                         ======     ======


    Return on Average Tangible Assets and Return on Average Tangible Equity


                                                                             As of and for the                               As of and for the

                                                                            three months ended                                   year ended
                                                                            ------------------                                   ----------

                                                    December 31, 2015                                     September 30, 2015     December 31, 2014           December 31, 2015            December 31, 2014
                                                    -----------------                                     ------------------     -----------------           -----------------            -----------------

    Net income                                                                                     $3,340                                             $1,636                       $2,279                       $4,881     $9,176

    Add: impact of core
     deposit intangible
     amortization
     expense, after tax                                                                               836                                                829                          815                        3,295      3,260
                                                                                                      ---                                                ---                          ---                        -----      -----

    Net income adjusted
     for impact of core
     deposit intangible
     amortization
     expense, after tax                                                                            $4,176                                             $2,465                       $3,094                       $8,176    $12,436
                                                                                                   ======                                             ======                       ======                       ======    =======


    Average assets                                                                             $4,723,133                                         $4,819,462                   $4,846,444                   $4,831,070 $4,867,929

    Less: average
     goodwill and
     intangible assets,
     net of deferred
     tax asset related
     to goodwill                                                                                   64,954                                             66,575                       71,080                       66,549     73,074
                                                                                                   ------                                             ------                       ------                       ------     ------

    Average tangible
     assets (non-GAAP)                                                                         $4,658,179                                         $4,752,887                   $4,775,364                   $4,764,521 $4,794,855
                                                                                               ==========                                         ==========                   ==========                   ========== ==========


    Average
     shareholders'
     equity                                                                                      $622,239                                           $663,237                     $808,636                     $701,476   $860,691

    Less: average
     goodwill and
     intangible assets,
     net of deferred
     tax asset related
     to goodwill                                                                                   64,954                                             66,575                       71,080                       66,549     73,074
                                                                                                   ------                                             ------                       ------                       ------     ------

    Average tangible
     common equity
     (non-GAAP)                                                                                  $557,285                                           $596,662                     $737,556                     $634,927   $787,617
                                                                                                 ========                                           ========                     ========                     ========   ========


    Return on average
     assets (non-GAAP)                                                                              0.28%                                             0.13%                       0.19%                       0.10%     0.19%

    Return on average
     tangible assets
     (non-GAAP)                                                                                     0.36%                                             0.21%                       0.26%                       0.17%     0.26%

    Return on average
     equity (non-GAAP)                                                                              2.13%                                             0.98%                       1.12%                       0.70%     1.07%

    Return on average
     tangible common
     equity (non-GAAP)                                                                              2.97%                                             1.64%                       1.66%                       1.29%     1.58%


    Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin


                                                                           As of and for the                               As of and for the

                                                                          three months ended                                   year ended
                                                                          ------------------                                   ----------

                                              December 31, 2015                                         September 30, 2015     December 31, 2014           December 31, 2015            December 31, 2014
                                              -----------------                                         ------------------     -----------------           -----------------            -----------------

    Interest
     income                                                                                     $43,492                                            $42,311                      $46,280                     $171,407   $184,662

    Add: impact
     of taxable
     equivalent
     adjustment                                                                                     928                                                822                          320                        2,695        930
                                                                                                    ---                                                ---                          ---                        -----        ---

    Interest
     income,
     fully
     taxable
     equivalent
     (non-GAAP)                                                                                 $44,420                                            $43,133                      $46,600                     $174,102   $185,592
                                                                                                =======                                            =======                      =======                     ========   ========


    Net interest
     income                                                                                     $39,929                                            $38,682                      $42,584                     $156,945   $170,249

    Add: impact
     of taxable
     equivalent
     adjustment                                                                                     928                                                822                          320                        2,695        930
                                                                                                    ---                                                ---                          ---                        -----        ---

    Net interest
     income,
     fully
     taxable
     equivalent
     (non-GAAP)                                                                                 $40,857                                            $39,504                      $42,904                     $159,640   $171,179
                                                                                                =======                                            =======                      =======                     ========   ========


    Average
     earning
     assets                                                                                  $4,348,462                                         $4,423,279                   $4,395,091                   $4,439,139 $4,446,903

    Yield on
     earning
     assets                                                                                       3.97%                                             3.79%                       4.18%                       3.86%     4.15%

    Yield on
     earning
     assets,
     fully
     taxable
     equivalent
     (non-GAAP)                                                                                   4.05%                                             3.87%                       4.21%                       3.92%     4.17%

    Net interest
     margin                                                                                       3.64%                                             3.47%                       3.84%                       3.54%     3.83%

    Net interest
     margin,
     fully
     taxable
     equivalent
     (non-GAAP)                                                                                   3.73%                                             3.54%                       3.87%                       3.60%     3.85%


    Adjusted Efficiency Ratio


                                                 As of and for the                            As of and for the

                                                three months ended                               year ended
                                                ------------------                               ----------

                              December 31, 2015                            September 30, 2015     December 31, 2014         December 31, 2015           December 31, 2014
                              -----------------                            ------------------     -----------------         -----------------           -----------------

    Net interest income                                            $39,929                                          $38,682                     $42,584                     $156,945    $170,249

    Add: impact of taxable
     equivalent adjustment                                             928                                              822                         320                        2,695         930
                                                                       ---                                              ---                         ---                        -----         ---

    Net interest income,
     fully taxable equivalent
     (non-GAAP)                                                    $40,857                                          $39,504                     $42,904                     $159,640    $171,179
                                                                   =======                                          =======                     =======                     ========    ========


    Non-interest income                                            $15,419                                           $3,761                    $(5,117)                     $21,448    $(1,696)

    Gain on sale of
     previously charged-off
     acquired loans                                                  (466)                                            (46)                       (62)                       (609)      (737)

    Impact of OREO related
     write-ups and other
     income                                                        (1,508)                                           (183)                    (1,030)                     (2,379)    (3,807)

    Bargain purchase gain                                                -                                         (1,048)                          -                     (1,048)          -

    FDIC indemnification
     asset amortization/gain
     on termination                                                (4,873)                                           5,798                       7,922                       15,878      27,741

    FDIC loss sharing
     (income) expense                                                    -                                               3                       6,313                        (325)      8,862
                                                                       ---                                             ---                       -----                         ----       -----

    Adjusted non-interest
     income (non-GAAP)                                              $8,572                                           $8,285                      $8,026                      $32,965     $30,363
                                                                    ======                                           ======                      ======                      =======     =======


    Non-interest expense
     adjusted for core
     deposit intangible asset
     amortization                                                  $40,860                                          $37,318                     $31,813                     $152,623    $144,659

    Impact of change in fair
     value of warrant
     liabilities                                                     (464)                                             476                         219                        (106)      2,953

    Problem asset workout
     expense                                                       (1,448)                                         (1,583)                      8,531                      (4,541)      1,868

    Banking center
     consolidation related
     expenses                                                        (322)                                               -                          -                     (1,411)          -

    Contract termination
     expense                                                             -                                               -                    (4,110)                           -    (4,110)

    Severance expenses                                               (986)                                               -                          -                       (986)          -

    Conversion related
     expenses                                                      (1,732)                                           (659)                          -                     (2,967)          -

    Acquisition related
     expenses                                                        (153)                                           (547)                          -                       (700)          -
                                                                      ----                                             ----                         ---                        ----         ---

    Adjusted non-interest
     expense (non-GAAP)                                            $35,755                                          $35,005                     $36,453                     $141,912    $145,370
                                                                   =======                                          =======                     =======                     ========    ========


    Efficiency ratio                                                73.82%                                          87.93%                     84.91%                      85.55%     85.82%

    Efficiency ratio (fully
     taxable equivalent)
     (non-GAAP)                                                     72.61%                                          86.25%                     84.19%                      84.28%     85.35%

    Adjusted efficiency ratio
     (fully taxable
     equivalent) (non-GAAP)                                         72.34%                                          73.25%                     71.58%                      73.68%     72.13%


    Adjusted Financial Result


                                                                    For the three months ended                          For the year ended
                                                                    --------------------------                          ------------------

                                                  December 31, 2015                                  September 30, 2015      December 31, 2014          December 31, 2015           December 31, 2014
                                                  -----------------                                  ------------------      -----------------          -----------------           -----------------

    Adjustments to diluted earnings per
     share:

    Income per share - diluted                                                                 $0.11                                              $0.05                       $0.06                         $0.14       $0.22

    Adjustments to diluted earnings per share
     (non-GAAP)(1)                                                                              0.05                                               0.12                        0.13                          0.51        0.45
                                                                                                ----                                               ----                        ----                          ----        ----

    Adjusted diluted earnings per share (non-
     GAAP)(1)                                                                                  $0.16                                              $0.17                       $0.19                         $0.65       $0.67
                                                                                               =====                                              =====                       =====                         =====       =====

    Adjustments to return on average tangible
     assets:

    Annualized adjustments to net income
     (non-GAAP)(1)                                                                            $5,705                                            $15,084                     $21,384                       $17,563     $19,118

    Divided by: average tangible assets (non-
     GAAP)                                                                                 4,658,179                                          4,752,887                   4,755,364                     4,764,521   4,794,855

    Adjustments to return on average tangible
     assets (non-GAAP)                                                                         0.12%                                             0.31%                      0.45%                        0.37%      0.40%

    Return on average tangible assets (non-
     GAAP)                                                                                     0.36%                                             0.21%                      0.26%                        0.17%      0.26%
                                                                                                ----                                               ----                        ----                          ----        ----

    Adjusted return on average tangible
     assets (non-GAAP)                                                                         0.48%                                             0.52%                      0.71%                        0.54%      0.66%
                                                                                                ====                                               ====                        ====                          ====        ====

    Adjustments to net income:

    Net income                                                                                $3,340                                             $1,636                      $2,279                        $4,881      $9,176

    Adjustments to net income (non-GAAP)(1)                                                    1,438                                              3,802                       5,390                        17,563      19,118
                                                                                               -----                                              -----                       -----                        ------      ------

    Adjusted net income (non-GAAP)                                                            $4,778                                             $5,438                      $7,669                       $22,444     $28,294
                                                                                              ======                                             ======                      ======                       =======     =======


    (1)      Refer to table below for adjustments


    Adjustments

    Non-interest income adjustments:

    Gain on recoveries of previously charged-
     off acquired loans                                                                       $(466)                                             $(46)                      $(62)                       $(609)     $(737)

    OREO related write-ups and other income                                                  (1,508)                                             (183)                    (1,030)                      (2,379)    (3,807)

    Bargain purchase gain                                                                          -                                           (1,048)                          -                      (1,048)          -

    FDIC indemnification asset amortization/
     gain on termination                                                                     (4,873)                                             5,798                       7,922                        15,878      27,741

    Other FDIC loss sharing expense (income)                                                       -                                                 3                       6,313                         (325)      8,862
                                                                                                 ---                                               ---                       -----                          ----       -----

    Total non-interest income adjustments
     (non-GAAP)                                                                             $(6,847)                                            $4,524                     $13,143                       $11,517     $32,059
                                                                                             =======                                             ======                     =======                       =======     =======

    Non-interest expense adjustments:

    Problem asset workout expense                                                           $(1,448)                                          $(1,583)                     $8,531                      $(4,541)     $1,868

    Impact of change in fair value of warrant
     liabilities                                                                               (464)                                               476                         219                         (106)      2,953

    Contract termination expense                                                                   -                                                 -                    (4,110)                            -    (4,110)

    Severance expenses                                                                         (986)                                                 -                          -                        (986)          -

    Banking center consolidation related
     expenses                                                                                  (322)                                                 -                          -                      (1,411)          -

    Conversion related expenses                                                              (1,732)                                             (659)                          -                      (2,967)          -

    Acquisition related expenses                                                               (153)                                             (547)                          -                        (700)          -
                                                                                                ----                                               ----                         ---                         ----         ---

    Total non-interest expense adjustments
     (non-GAAP)                                                                             $(5,105)                                          $(2,313)                     $4,640                     $(10,711)       $711
                                                                                             -------                                            -------                      ------                      --------        ----

    Pre-tax adjustments                                                                      (1,742)                                             6,837                       8,503                        22,228      31,348
                                                                                              ------                                              -----                       -----                        ------      ------

    Collective tax expense impact                                                              3,180                                            (3,035)                    (3,113)                      (4,665)   (12,230)
                                                                                               -----                                             ------                      ------                        ------     -------

    Adjustments to net income (non-GAAP)                                                      $1,438                                             $3,802                      $5,390                       $17,563     $19,118
                                                                                              ======                                             ======                      ======                       =======     =======

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SOURCE National Bank Holdings Corporation