GREENWOOD VILLAGE, Colo., Jan. 26, 2017 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) reported net income of $10.0 million, or $0.36 per diluted share, for the fourth quarter of 2016, compared to net income of $8.3 million, or $0.30 per diluted share, for the third quarter of 2016 and net income of $3.3 million, or $0.11 per diluted share, for the fourth quarter of 2015. The return on average tangible assets was 0.95% for the fourth quarter of 2016 compared to 0.80% for the third quarter of 2016, and 0.36% for the fourth quarter of 2015. The return on average tangible equity was 8.87% for the fourth quarter of 2016 compared to 7.07% for the third quarter of 2016, and 2.97% for the fourth quarter of 2015. For the full year 2016, net income totaled $23.1 million, or $0.79 per diluted share, compared to net income of $4.9 million, or $0.14 per diluted share during 2015. The return on average tangible assets was 0.57% for year ended 2016 compared to 0.17% for the year ended 2015. The return on average tangible equity was 5.04% for the year ended 2016 compared to 1.29% for the year ended 2015.

In announcing these results, Chief Executive Officer, Tim Laney shared, "We closed out 2016 with record loan production of over $1 billion, realizing 11% year-over-year loan growth and 18% growth in our originated loan portfolio. We're pleased to end the year with credit quality on solid footing with just 10 basis points of non-energy net charge-offs for the year. With respect to our energy exposure, I'm pleased to report that we had no new adversely rated energy loans during 2016. Further, we have only three problem energy loans remaining from those identified in 2015. We continue to grow our low-cost deposit base and have increased our average transaction deposits by $143 million, or 6%, while creating efficiencies in our deposit gathering strategies as evidenced by a reduction in our banking centers by 12% in the last eighteen months. Those banking center actions, in conjunction with other expense management initiatives led to a $22 million, or 14% decrease in non-interest expenses compared to the prior year."

Mr. Laney added, "We successfully repurchased 4.5 million shares throughout 2016, or 15% of our outstanding shares. Since early 2013, we have repurchased 51% of our shares outstanding, at a weighted average price of $20.03. Our capital position remains strong with excess capital of $60 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."

Fourth Quarter 2016 Highlights
(All comparisons refer to the third quarter of 2016, except as noted)


    --  At December 31, 2016, loans totaled $2.9 billion and increased $38.4
        million, or 5.4% annualized, driven by $275.0 million in fourth quarter
        originations, partially offset by higher than normal paydowns. Total non
        310-30 loans at December 31, 2016 increased $330.2 million, or 13.8%,
        since December 31, 2015.
    --  Fully taxable equivalent net interest income totaled $36.8 million and
        decreased $1.3 million, due to higher levels of accelerated accretion
        income on 310-30 loans in the prior quarter.
    --  Provision for loan losses totaled $1.3 million and decreased $4.0
        million due to low net charge-offs and $3.9 million of energy sector
        specific reserves recorded in the prior quarter.
    --  Annualized net charge-offs in the non 310-30 portfolio were 0.02% of
        average non 310-30 loans during the fourth quarter and totaled 0.85% for
        the full year. Excluding energy sector net charge-offs, the 2016 net
        charge-offs on non 310-30 loans totaled 0.10%, compared to 0.12% in the
        prior year.
    --  Added a net $3.4 million to accretable yield for the acquired loans
        accounted for under ASC 310-30.
    --  Total deposits averaged $3.8 billion and increased $51.1 million, or
        5.4% annualized, driven by transaction deposit growth of $56.0 million,
        or 8.5% annualized.
    --  Non-interest income totaled $10.0 million, decreasing $1.6 million due
        to $1.6 million of OREO related income recorded in the prior quarter.
        Collectively, service charges, bank card fees and gain on sale of
        mortgages were consistent with the prior quarter.
    --  Non-interest expense totaled $34.4 million, increasing $1.1 million.
        Excluding gain on sale of OREO, non-interest expense decreased $0.8
        million, or 8.9% annualized, driven by lower salaries and benefits and
        occupancy expenses. Year-to-date non-interest expense of $136.0 million
        represents a decrease of 13.9% from 2015.
    --  Income tax expense totaled $0.1 million, an effective tax rate of 0.8%,
        and was benefited by $2.1 million due to the adoption of Accounting
        Standards Update 2016-09, Improvements to Employee Share-Based Payment
        Accounting ("ASU 2016-09").
    --  At December 31, 2016, common book value per share was $20.32, while
        tangible common book value per share was $18.15 and $19.08 after
        consideration of the excess accretable yield value of $0.93 per share.

Fourth Quarter 2016 Results
(All comparisons refer to the third quarter of 2016, except as noted)

Net Interest Income
Fully taxable equivalent net interest income totaled $36.8 million and decreased $1.3 million, due to accelerated accretion income on 310-30 loans of $1.8 million in the prior quarter and lower income of $0.5 million from investment portfolio paydowns. These decreases were partially offset by a $1.4 million increase in non 310-30 interest income driven by new loan originations. The lower levels of 310-30 accretion income resulted in a 0.13% narrowing of the net interest margin from 3.59% to 3.46%. Average earning assets totaled $4.2 billion and were consistent with the prior quarter.

Loans
Total loans ended the quarter at $2.9 billion, increasing $38.4 million, or 5.4% annualized, driven by new loan originations of $275.0 million, partially offset by higher than normal paydowns. Originated loans outstanding totaled $2.6 billion and increased $66.2 million, or 10.5% annualized, led by total commercial loans increasing 11.8% annualized. Loan originations totaled a record of over $1.0 billion during the past twelve months, resulting in originated loan outstandings growth of 17.8% over December 31, 2015.

Asset Quality and Provision for Loan Losses
Non 310-30 loans totaled $2.7 billion and represented 94.9% of total loans at December 31, 2016. These loans are comprised of originated loans and acquired loans not accounted for under 310-30. Net charge-offs within the non 310-30 portfolio totaled $0.1 million, or only 0.02% annualized, decreasing from an annualized 2.64% last quarter due to energy sector charge-offs. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDRs) were 1.13% of total non 310-30 loans, compared to 0.84% at September 30, 2016 and 1.08% at December 31, 2015.

A provision for loan losses on the non 310-30 loans of $1.3 million was recorded during the quarter, decreasing $4.0 million from the prior quarter primarily due to $3.9 million of energy sector specific reserves recorded in the prior quarter as well as fourth quarter net charge-offs of just 0.02% annualized. The non 310-30 allowance for loan losses was 1.07% of total non 310-30 loans, increasing from 1.04% in the prior quarter.

Energy sector loan balances totaled $90.3 million, increasing $3.6 million due to advances in the quarter, but decreasing $56.6 million compared to the prior year, or 38.5%. Three energy sector loans with balances of $12.6 million were on non-accrual at December 31, 2016, representing the remainder of problem loans identified in 2015. There were no new adversely rated energy loans during 2016 and as of December 31, 2016, 86.0% of the energy loan portfolio is pass rated. The total allowance for loan losses on the energy sector portfolio was 3.9% compared to 4.2% at prior quarter end.

Acquired problem loans accounted for under 310-30 totaled $145.9 million at December 31, 2016 and decreased $11.8 million during the fourth quarter, an annualized decrease of 29.8%, reflecting continued successful workout efforts. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $3.4 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 pools. This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $213.2 million.

Deposits
Total deposits averaged $3.8 billion and increased $51.1 million, or 5.4% annualized. Transaction deposits (defined as total deposits less time deposits) averaged $2.7 billion and increased $56.0 million, or 8.5% annualized, driven by demand deposit growth of $10.4 million, or 5.0% annualized, coupled with an increase in other low-cost deposits of $45.6 million, or 10.1% annualized. Time deposits averaged $1.2 billion, decreasing $4.9 million from the prior quarter. Repurchase agreements averaged $99.5 million, decreasing $17.6 million from the prior quarter due to normal client activity. The average cost of total deposits was 0.38%, increasing from 0.36% primarily due to slightly higher cost of time deposits. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements, and at December 31, 2016, these client fundings comprised 98.1% of total liabilities.

Non-Interest Income
Non-interest income totaled $10.0 million in the fourth quarter of 2016, decreasing $1.6 million due to $1.6 million of OREO related income in the prior quarter. Collectively, service charges, bank card fees and gain on sale of mortgages were consistent with the prior quarter. Other non-interest income is consistent with the prior quarter as a net increase of $1.0 million from swap related fees was partially offset by a $0.8 million gain on previously charged-off acquired loans in the prior quarter.

Non-Interest Expense
Non-interest expense totaled $34.4 million and increased $1.1 million due to a $1.5 million change in gain on sale of OREO and problem asset workout expenses quarter-to-quarter. Excluding gain on sale of OREO and problem asset workout expense, non-interest expense decreased $0.5 million, or 5.7% annualized, driven by $0.6 million of lower salaries and benefits from lower headcount and lower accruals and $0.2 million of lower occupancy expenses, partially offset by a net increase in other expense categories of $0.3 million.

Income tax expense totaled $0.1 million, an effective tax rate of 0.8%, on pre-tax earnings of $10.1 million. Included in the tax expense is a benefit of $2.1 million related to the early adoption of ASU 2016-09. Prior to this adoption, the realized tax benefit from stock compensation awards vested in the fourth quarter would have been recorded directly to capital. Without this $2.1 million, tax expense would have been $2.2 million, an effective tax rate of 22.4%, or a fully taxable equivalent rate of 29.6%. 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 in excess of federal bank regulatory agency "well capitalized" thresholds. Shareholders' equity totaled $536.2 million at December 31, 2016 and decreased $13.6 million from prior quarter end. The decrease in equity is due to a $10.3 million decrease in accumulated other comprehensive income, which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio, as well as the impact of share repurchases and stock compensation vesting, offset by net income.

Book value per share was $20.32 at December 31, 2016 and decreased $0.60 from the prior quarter end. Tangible common book value per share was $18.15 at December 31, 2016, compared to $18.67 at prior quarter end, as the increase from net income was more than offset by lower accumulated other comprehensive income, stock compensation vesting and share buybacks. The leverage ratio at December 31, 2016 for the consolidated company and the Bank was 10.39% and 8.63%, respectively.

Share buybacks during the fourth quarter totaled 0.3 million shares, or $6.3 million, at a weighted average price of $23.26. Year-to-date share buybacks through December 31, 2016 totaled 4.5 million shares, or $93.5 million, at a weighted average price of $20.78. Since early 2013, we have repurchased 50.9% of our shares outstanding, at a weighted average price of $20.03.

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, 2016 accretable yield balance on the 310-30 loans of $60.5 million would add $1.40 after-tax to the tangible book value per share. A more conservative methodology that management uses values the excess yield above a 4.0% yield and then considers the timing of the excess accreted interest income recognition discounted at 5%. This would add $0.93 after-tax to our tangible book value per share as of December 31, 2016, resulting in a tangible common book value per share of $19.08.

Year-Over-Year Review
(All comparisons refer to the full year of 2015)

Net income for 2016 was $23.1 million, or $0.79 per diluted share, compared to net income of $4.9 million, or $0.14 per diluted share for 2015. Fully taxable equivalent net interest income totaled $149.7 million representing a decrease of $9.9 million. Lower levels of higher-yielding 310-30 loans and investment portfolio paydowns decreased interest income by $22.9 million and were partially offset by a $13.5 million increase in non 310-30 interest income from new loan originations. The continued resolution of the higher-yielding acquired loan portfolio and lower rates on the originated portfolio led to a 0.11% narrowing of the fully taxable equivalent net interest margin to 3.49% from 3.60%. Average earning assets totaled $4.3 billion representing a decrease of $0.2 billion from the prior year as decreases in the higher-yielding 310-30 loan portfolio, investment portfolio paydowns and lower cash balances were mostly offset by increases in the originated loan portfolio.

Loan balances at December 31, 2016 totaled $2.9 billion representing an increase of $273.2 million, or 10.6%, over December 31, 2015, due to a record of over $1.0 billion in 2016 loan originations. The strong loan originations were the result of continued market penetration and success of our relationship banking model. The acquired 310-30 loan portfolio declined $57.0 million, or 28.1%, as a result of the continued successful workout efforts that have been made on exiting acquired problem loans.

Total deposits averaged $3.9 billion during 2016, increasing $39.1 million, driven by a $142.7 million, or 5.6%, increase in average transaction deposits (defined as total deposits less time deposits), which totaled $2.7 billion. The increase in average transaction deposits was driven by higher average demand deposits of $36.5 million, or 4.7%, coupled with an increase in other low-cost transaction deposits of $106.2 million, or 6.0%. Time deposits averaged $1.2 billion, decreasing $103.6 million, or 8.1%. Repurchase agreements averaged $109.2 million, decreasing $88.5 million due to temporary client funds from one client in the prior year. The mix of transaction deposits to total deposits improved to 69.7% at December 31, 2016 from 68.9% in the prior year. Additionally, the average cost of deposits totaled 0.36%, consistent with the prior year.

Provision for loan loss expense was $23.7 million during 2016, compared to $12.4 million, an increase of $11.3 million primarily driven by 2016 energy sector provision of $18.9 million. Lower non-energy net charge-offs and lower provision attributable to net loan growth partially offset the increase in the energy sector provision in the year-over-year comparison. The non 310-30 allowance for loan losses ended the year at 1.07% of total non 310-30 loans compared to 1.09% at prior year end. Net charge-offs on non 310-30 loans totaled 0.85%, or excluding energy sector net charge-offs totaled 0.10% compared to net charge-offs of 0.12% in 2015.

Non-interest income totaled $40.0 million during 2016, compared to $21.4 million, increasing $18.6 million. Excluding the net $14.5 million of negative FDIC-related income and bargain purchase gain in the prior year, non-interest income increased $4.1 million, or 11.3%. The increase was driven by growth in bank card fees of $0.5 million on the strength of higher interchange activity, while gain on sale of mortgages increased $0.9 million on a higher level of originations. These increases were partially offset by $0.9 million lower service charges due to lower instances of overdrafts and lower OREO-related income of $0.1 million. Other non-interest income increased $3.7 million primarily from a $1.8 million gain on sale of a building, net swap related income increase of $0.7 million and a $0.6 million increase in gain on recoveries of acquired loans.

Non-interest expense totaled $136.0 million during 2016, representing a decrease of $22.0 million, or 13.9%. The decrease was partially due to lower salaries and benefits of $3.3 million, lower occupancy and equipment of $1.6 million and lower professional fees of $1.0 million. Other non-interest expenses were also lower $9.8 million, primarily due to lower telecommunications and data processing expense benefiting from the core system conversion and lower marketing expense. Problem asset workout expenses and gain on sale of OREO improved a combined $4.9 million. Additionally, the prior period included banking center consolidation related expenses of $1.4 million and warrant liability expense of $0.1 million.

Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, January 27, 2017. Interested parties may listen to this call by dialing (877) 272-6762 (United States) / (615) 800-6832 (International) using the Conference ID of 92242698 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 10, 2017, by dialing (855) 859-2056 (United States) / (404) 537-3406 (International) using the Conference ID of 92242698. The earnings release will also be available on the Company's website at www.nationalbankholdings.com by visiting the investor relations area.

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

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

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

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

For more information visit: bankmw.com, cobnks.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:
Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;
Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;
Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;
NBH Bank: twitter.com/nbhbank;
or connect with any of our brands on LinkedIn.

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



    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 years ended
                                                           --------------------------                        -------------------

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

                                                       2016                          2016               2015                       2016                       2015
                                                       ----                          ----               ----                       ----                       ----

    Total interest and
     dividend income                                             $39,658                            $40,764                               $43,492                          $160,448               $171,407

    Total interest expense                                       3,873                              3,700                                 3,563                            14,808                 14,462
                                                                 -----                              -----                                 -----                            ------                 ------

    Net interest income                                         35,785                             37,064                                39,929                           145,640                156,945

    Taxable equivalent adjustment                                1,028                              1,041                                   928                             4,081                  2,695
                                                                 -----                              -----                                   ---                             -----                  -----

    Net interest income FTE(1)                                  36,813                             38,105                                40,857                           149,721                159,640

    Provision for loan losses                                    1,282                              5,293                                 5,423                            23,651                 12,444
                                                                 -----                              -----                                 -----                            ------                 ------

    Net interest income after provision
     for loan losses FTE(1)                                     35,531                             32,812                                35,434                           126,070                147,196
                                                                ------                             ------                                ------                           -------                -------

    Non-interest income:

    Service charges                                              3,513                              3,662                                 3,821                            13,900                 14,798

    Bank card fees                                               2,899                              2,828                                 2,841                            11,429                 10,898

    Gain on sale of mortgages, net                                 629                                600                                   389                             2,881                  1,963

    Other non-interest income                                    2,891                              2,851                                 1,987                             9,569                  5,915

    OREO related write-ups and other
     income                                                         58                              1,667                                 1,508                             2,248                  2,379

    Bargain purchase gain                                 -                                 -                                      -                                -                 1,048

    FDIC loss-sharing related                             -                                 -                                  4,873                                 -              (15,553)
                                                        ---                               ---                                  -----                               ---               -------

    Total non-interest income                                    9,990                             11,608                                15,419                            40,027                 21,448

    Non-interest expense:

    Salaries and benefits                                       19,450                             20,091                                21,331                            79,765                 83,018

    Occupancy and equipment                                      5,464                              5,666                                 6,234                            22,904                 24,490

    Professional fees                                            1,153                                909                                 1,489                             3,496                  4,495

    Other non-interest expense                                   6,370                              6,239                                 9,572                            24,764                 34,562

    Problem asset workout                                          879                              1,172                                 1,882                             3,983                  7,317

    Gain on sale of OREO, net                                    (263)                           (2,077)                                (434)                          (4,383)               (2,776)

    Intangible asset amortization                                1,370                              1,370                                 1,370                             5,480                  5,401

    Loss from change in fair value of
     warrant liability                                    -                                 -                                    464                                 -                   106

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

    Total non-interest expense                                  34,423                             33,370                                42,230                           136,009                158,024
                                                                ------                             ------                                ------                           -------                -------


    Income before income taxes FTE(1)                           11,098                             11,050                                 8,623                            30,088                 10,620

    Taxable equivalent adjustment                                1,028                              1,041                                   928                             4,081                  2,695
                                                                 -----                              -----                                   ---                             -----                  -----

    Income before income taxes                                  10,070                             10,009                                 7,695                            26,007                  7,925

    Income tax expense                                              81                              1,695                                 4,355                             2,947                  3,044
                                                                   ---                              -----                                 -----                             -----                  -----

    Net income                                                    $9,989                             $8,314                                $3,340                           $23,060                 $4,881
                                                                  ======                             ======                                ======                           =======                 ======

    Income per share - basic                                       $0.38                              $0.30                                 $0.11                             $0.81                  $0.14

    Income per share -
     diluted                                                       $0.36                              $0.30                                 $0.11                             $0.79                  $0.14


             (1)    Net interest income is presented
                     on a GAAP basis and fully
                     taxable equivalent (FTE) basis,
                     as the Company believes this
                     non-GAAP measure is the
                     preferred industry measurement
                     for this item. The FTE
                     adjustment is for the tax
                     benefit on certain tax exempt
                     loans using the federal tax rate
                     of 35% for each period
                     presented. See non-GAAP
                     reconciliation below.


    NATIONAL BANK HOLDINGS CORPORATION

    Consolidated Statements of Financial Condition (Unaudited)

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


                                                       December 31, 2016              September 30, 2016 December 31, 2015
                                                       -----------------              ------------------ -----------------

    ASSETS

    Cash and cash equivalents                                                $152,736                              $124,977      $166,092

    Investment securities available-for-sale                                884,232                               968,853     1,157,246

    Investment securities held-to-maturity                                  332,505                               355,427       427,503

    Non-marketable securities                                                14,949                                12,373        22,529

    Loans                                                                 2,860,921                             2,822,555     2,587,673

    Allowance for loan losses                                              (29,174)                             (28,021)     (27,119)
                                                                            -------                               -------       -------

    Loans, net                                                            2,831,747                             2,794,534     2,560,554

    Loans held for sale                                                      24,187                                20,341        13,292

    Other real estate owned                                                  15,662                                21,200        20,814

    Premises and equipment, net                                              95,671                                96,861       103,103

    Goodwill                                                                 59,630                                59,630        59,630

    Intangible assets, net                                                    6,949                                 8,319        12,429

    Other assets                                                            154,778                               143,898       140,716
                                                                            -------                               -------       -------

    Total assets                                                           $4,573,046                            $4,606,413    $4,683,908
                                                                           ==========                            ==========    ==========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Liabilities:

    Non-interest bearing demand
     deposits                                                                $846,744                              $841,421      $815,054

    Interest bearing demand deposits                                        427,538                               416,153       436,745

    Savings and money market                                              1,422,321                             1,393,661     1,394,995
                                                                          ---------                             ---------     ---------

    Total transaction deposits                                            2,696,603                             2,651,235     2,646,794

    Time deposits                                                         1,172,046                             1,173,772     1,193,883
                                                                          ---------                             ---------     ---------

    Total deposits                                                        3,868,649                             3,825,007     3,840,677

    Securities sold under agreements to
     repurchase                                                              92,011                               113,307       136,523

    Federal Home Loan Bank advances                                          38,665                                51,359        40,000

    Other liabilities                                                        37,532                                66,968        49,164
                                                                             ------                                ------        ------

    Total liabilities                                                     4,036,857                             4,056,641     4,066,364

    Shareholders' equity:

    Common stock                                                                514                                   514           513

    Additional paid in capital                                              984,087                               997,665       997,926

    Retained earnings                                                        55,454                                47,347        38,670

    Treasury stock                                                        (502,104)                            (504,301)    (419,660)

    Accumulated other comprehensive income, net
     of tax                                                                 (1,762)                                8,547            95
                                                                             ------                                 -----           ---

    Total shareholders' equity                                              536,189                               549,772       617,544
                                                                            -------                               -------       -------

    Total liabilities and
     shareholders' equity                                                  $4,573,046                            $4,606,413    $4,683,908
                                                                           ==========                            ==========    ==========

    SHARE DATA

    Average basic shares outstanding                                     26,294,787                            27,654,827    30,625,371

    Average diluted shares outstanding                                   27,473,995                            27,898,756    30,795,333

    Ending shares outstanding                                            26,386,583                            26,282,224    30,358,509

    Common book value per share                                                $20.32                                $20.92        $20.34

    Tangible common book value per
     share(1)                                                                  $18.15                                $18.67        $18.22

    Tangible common book value per
     share, excluding accumulated
     other comprehensive income(1)                                             $18.22                                $18.35        $18.22

    CAPITAL RATIOS

    Average equity to average assets                                         11.83%                               12.49%       13.17%

    Tangible common equity to tangible assets(1)                             10.61%                               10.79%       11.98%

    Leverage ratio                                                           10.39%                               10.46%       11.75%

    Tier 1 risk-based capital ratios                                         14.15%                               14.43%       17.48%

    Total risk-based capital ratio                                           15.03%                               15.29%       18.37%


             (1)    Represents a non-GAAP financial
                     measure. See non-GAAP
                     reconciliation below.


    NATIONAL BANK HOLDINGS CORPORATION

    Loan Portfolio

    (Dollars in thousands)


    Accounting Treatment Period End Loan Balances


                                                                                                      December 31, 2016                                              December 31, 2016

                                                  December 31,             September 30,              vs. September 30, 2016           December 31,            vs. December 31, 2015

                                                          2016                       2016                      % Change                          2015                    % Change
                                                          ----                       ----                      --------                          ----                    --------

    Non 310-30(1):

    Commercial:

    Commercial and industrial                                   $1,074,696                 $1,043,544                             3.0%                   $892,889                          20.4%

    Owner occupied commercial real estate                        221,544                    213,986                             3.5%                    184,619                          20.0%

    Agriculture                                                  134,637                    133,109                             1.1%                    145,558                         (7.5)%

    Energy                                                        90,273                     86,628                             4.2%                    146,880                        (38.5)%
                                                                  ------                     ------                                                     -------

    Total commercial                                           1,521,150                  1,477,267                             3.0%                  1,369,946                          11.0%

    Commercial real estate non-owner
     occupied                                                    437,642                    453,248                           (3.4)%                    321,712                          36.0%

    Residential real estate                                      728,361                    706,791                             3.1%                    662,550                           9.9%

    Consumer                                                      27,916                     27,586                             1.2%                     30,635                         (8.9)%
                                                                  ------                     ------                                                      ------

    Total non 310-30                                           2,715,069                  2,664,892                             1.9%                  2,384,843                          13.8%

    ASC 310-30:

    Commercial                                                    39,280                     43,339                           (9.4)%                     57,474                        (31.7)%

    Commercial real estate non-owner
     occupied                                                     89,150                     95,487                           (6.6)%                    121,173                        (26.4)%

    Residential real estate                                       16,524                     17,654                           (6.4)%                     21,452                        (23.0)%

    Consumer                                                         898                      1,183                          (24.1)%                      2,731                        (67.1)%
                                                                     ---                      -----                                                       -----

    Total ASC 310-30                                             145,852                    157,663                           (7.5)%                    202,830                        (28.1)%
                                                                 -------                    -------                                                     -------

    Total loans                                                 $2,860,921                 $2,822,555                             1.4%                 $2,587,673                          10.6%
                                                                ==========                 ==========                                                  ==========


             (1)    Included in non 310-30 loans are
                     originated loans of $2,567,638,
                     $2,501,426 and $2,180,267 as of
                     December 31, 2016, September
                     30, 2016 and December 31, 2015,
                     respectively, and loans
                     acquired under business
                     combinations of $147,431,
                     $163,466 and $204,576 as of
                     December 31, 2016, September
                     30, 2016 and December 31, 2015,
                     respectively.


    Originations(1)


                      Fourth quarter          Third quarter  Second quarter        First quarter              Fourth quarter

                                2016                    2016                  2016             2016                         2015
                                ----                    ----                  ----             ----                         ----

    Commercial:

    Commercial and
     industrial                      $109,670                             $92,433                    $142,179                       $59,361 $122,664

    Owner occupied
     commercial real
     estate                            18,606                              19,091                      17,883                        10,399   13,395

    Agriculture                        18,480                               9,589                      18,072                        10,375   24,194

    Energy                              4,433                             (1,251)                   (17,328)                     (13,984)   1,075
                                        -----                              ------                     -------                       -------    -----

    Total commercial                  151,189                             119,862                     160,806                        66,151  161,328

    Commercial real
     estate non-owner
     occupied                          30,227                              54,456                      89,109                        44,876   23,260

    Residential real
     estate                            89,968                             102,703                      63,815                        49,722   50,387

    Consumer                            3,566                               4,995                       3,158                         2,671    3,086
                                        -----                               -----                       -----                         -----    -----

    Total                            $274,950                            $282,016                    $316,888                      $163,420 $238,061
                                     ========                            ========                    ========                      ======== ========


             (1)    Originations equal, for each
                     quarter, closed end funded
                     loans and net fundings under
                     revolving lines of credit.


    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin

    (Dollars in thousands)


                                                          For the three months ended                      For the three months ended                                     For the three months ended

                                                              December 31, 2016                               September 30, 2016                                              December 31, 2015
                                                            -----------------                         ------------------                                         -----------------

                                                Average                                               Average                   Average                                                                Average           Average                                      Average

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

    Interest earning assets:

    ASC 310-30 loans                                          $154,353                         $6,603                    17.11%                         $162,157                                   $8,597                          21.21%                $209,268              $11,527        22.03%

    Non 310-30 loans FTE(1)(2)(3)(4)                       2,727,296                         27,265                     3.98%                        2,630,064                                   25,893                           3.92%               2,332,948               23,857         4.06%

    Investment securities available-for-sale                 930,398                          4,181                     1.80%                        1,003,347                                    4,552                           1.81%               1,207,785                7,234         2.40%

    Investment securities held-to-maturity                   345,854                          2,396                     2.77%                          371,164                                    2,543                           2.74%                 436,930                1,431         1.31%

    Other securities                                          13,201                            167                     5.06%                           13,003                                      160                           4.92%                  22,287                  247         4.43%

    Interest earning deposits and securities
     purchased under agreements to resell                     59,075                             74                     0.50%                           47,997                                       60                           0.50%                 139,244                  124         0.35%
                                                              ------                            ---                                                     ------                                      ---                                                 -------                  ---

    Total interest earning assets
     FTE(4)                                                 $4,230,177                        $40,686                     3.83%                       $4,227,732                                  $41,805                           3.93%              $4,348,462              $44,420         4.05%
                                                            ==========                        =======                                                 ==========                                  =======                                              ==========              =======

    Cash and due from banks                                    $64,880                                                                                  $73,709                                                                                         $57,579

    Other assets                                  325,960                                                                                    339,837                                                                                         341,840

    Allowance for loan losses                    (28,789)                                                                                  (40,509)                                                                                       (24,748)
                                                  -------                                                                                    -------                                                                                         -------

    Total assets                                            $4,592,228                                                                               $4,600,769                                                                                      $4,723,133
                                                            ==========                                                                               ==========                                                                                      ==========

    Interest bearing liabilities:

    Interest bearing demand, savings
     and money market deposits                              $1,844,701                         $1,296                     0.28%                       $1,799,085                                   $1,189                           0.26%              $1,812,345               $1,184         0.26%

    Time deposits                                          1,169,325                          2,362                     0.80%                        1,174,269                                    2,290                           0.78%               1,222,829                2,151         0.70%

    Securities sold under agreements to
     repurchase                                               99,475                             38                     0.15%                          117,028                                       37                           0.13%                 143,294                   60         0.17%

    Federal Home Loan Bank advances                           52,199                            177                     1.36%                           50,766                                      184                           1.44%                  40,000                  168         1.67%
                                                              ------                            ---                                                     ------                                      ---                                                  ------                  ---

    Total interest bearing
     liabilities                                            $3,165,700                         $3,873                     0.49%                       $3,141,148                                   $3,700                           0.47%              $3,218,468               $3,563         0.44%
                                                            ==========                         ======                                                 ==========                                   ======                                              ==========               ======

    Demand deposits                                           $835,263                                                                                 $824,848                                                                                        $825,979

    Other liabilities                              47,794                                                                                     60,199                                                                                          56,447
                                                   ------                                                                                     ------                                                                                          ------

    Total liabilities                           4,048,757                                                                                  4,026,195                                                                                       4,100,894
                                                ---------                                                                                  ---------                                                                                       ---------

    Shareholders' equity                          543,471                                                                                    574,574                                                                                         622,239
                                                  -------                                                                                    -------                                                                                         -------

    Total liabilities and
     shareholders' equity                                   $4,592,228                                                                               $4,600,769                                                                                      $4,723,133
                                                            ==========                                                                               ==========                                                                                      ==========

    Net interest income                                                              $36,813                                                                                       $38,105                                                                        $40,857
                                                                                     =======                                                                                       =======                                                                        =======

    Interest rate spread FTE(4)                                                                             3.34%                                                                                                   3.46%                                                              3.61%

    Net interest earning assets                             $1,064,477                                                                               $1,086,584                                                                                      $1,129,994
                                                            ==========                                                                               ==========                                                                                      ==========

    Net interest margin FTE(4)                                                                              3.46%                                                                                                   3.59%                                                              3.73%

    Ratio of average interest earning assets to
     average interest bearing liabilities         133.63%                                                                                   134.59%                                                                                        135.11%


             (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 $2,570,908,
                     $2,460,701 and $2,120,907, and
                     interest income of $23,842,
                     $22,339 and $19,306, with tax
                     equivalent yields of 3.85%,
                     3.78% and 3.78% for the three
                     months ended December 31, 2016,
                     September 30, 2016 and December
                     31, 2015, respectively.

             (3)    Non 310-30 loans include loans
                     held-for-sale. Average
                     balances during the three
                     months ended December 31, 2016,
                     September 30, 2016 and December
                     31, 2015 were $24,679, $15,931
                     and $9,421, and interest income
                     was $310, $238 and $166 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 $1,028,
                     $1,041 and $928 for the three
                     months ended December 31, 2016,
                     September 30, 2016 and December
                     31, 2015, respectively.


    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin

    (Dollars in thousands)


                                                       For the year ended December 31, 2016                          For the year ended December 31, 2015
                                                       ------------------------------------                          ------------------------------------

                                                Average                                                         Average                    Average                                          Average

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

    Interest earning assets:

    ASC 310-30 loans                                            $170,330                               $33,256                    19.52%                                  $237,453               $47,255        19.90%

    Non 310-30 loans FTE(1)(2)(3)(4)                         2,545,643                               100,142                     3.93%                                 2,109,152                86,693         4.11%

    Investment securities available-for-sale                 1,035,679                                18,991                     1.83%                                 1,327,245                26,398         1.99%

    Investment securities held-to-maturity                     382,366                                10,674                     2.79%                                   476,924                11,747         2.46%

    Other securities                                            14,975                                   748                     4.99%                                    25,865                 1,210         4.68%

    Interest earning deposits and securities
     purchased under agreements to resell                      141,178                                   718                     0.51%                                   262,500                   799         0.30%
                                                               -------                                   ---                                                             -------                   ---

    Total interest earning assets
     FTE(4)                                                   $4,290,171                              $164,529                     3.84%                                $4,439,139              $174,102         3.92%
                                                              ==========                              ========                                                          ==========              ========

    Cash and due from banks                                      $63,513                                                                                                  $59,526

    Other assets                                  332,122                                                                                                   353,344

    Allowance for loan losses                    (33,853)                                                                                                 (20,939)
                                                  -------                                                                                                   -------

    Total assets                                              $4,651,953                                                                                               $4,831,070
                                                              ==========                                                                                               ==========

    Interest bearing liabilities:

    Interest bearing demand, savings
     and money market deposits                                $1,865,225                                $4,985                     0.27%                                $1,758,965                $4,524         0.26%

    Time deposits                                            1,177,523                                 8,978                     0.76%                                 1,281,171                 9,085         0.71%

    Securities sold under agreements to
     repurchase                                                109,246                                   152                     0.14%                                   197,728                   187         0.09%

    Federal Home Loan Bank advances                             45,773                                   693                     1.51%                                    40,000                   666         1.67%
                                                                ------                                   ---                                                              ------                   ---

    Total interest bearing
     liabilities                                              $3,197,767                               $14,808                     0.46%                                $3,277,864               $14,462         0.44%
                                                              ==========                               =======                                                          ==========               =======

    Demand deposits                                             $818,901                                                                                                 $782,431

    Other liabilities                              51,587                                                                                                    69,299
                                                   ------                                                                                                    ------

    Total liabilities                           4,068,255                                                                                                 4,129,594
                                                ---------                                                                                                 ---------

    Shareholders' equity                          583,698                                                                                                   701,476
                                                  -------                                                                                                   -------

    Total liabilities and
     shareholders' equity                                     $4,651,953                                                                                               $4,831,070
                                                              ==========                                                                                               ==========

    Net interest income                                                                     $149,721                                                                               $159,640
                                                                                            ========                                                                               ========

    Interest rate spread FTE(4)                                                                                     3.38%                                                                                3.48%

    Net interest earning assets                               $1,092,404                                                                                               $1,161,275
                                                              ==========                                                                                               ==========

    Net interest margin FTE(4)                                                                                      3.49%                                                                                3.60%

    Ratio of average interest earning assets to
     average interest bearing liabilities         134.16%                                                                                                  135.43%


    (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 $2,368,968
                     and $1,893,792, and interest
                     income of $85,792 and $70,569,
                     with tax equivalent yields of
                     3.79% and 3.87% for the years
                     ended December 31, 2016, and
                     2015, respectively.

    (3)              Non 310-30 loans include loans
                     held-for-sale. Average
                     balances during the years ended
                     December 31, 2016 and 2015,
                     were $15,179 and $7,097, and
                     interest income was $830 and
                     $589 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 $4,081 and
                     $2,695 for the years ended
                     December 31, 2016 and 2015,
                     respectively.


    NATIONAL BANK HOLDINGS CORPORATION

    Allowance for Loan Losses

    (Dollars in thousands)


    Allowance for Loan Losses Analysis


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

                                                     December 31, 2016                                           September 30, 2016                           December 31, 2015
                                                     -----------------                                           ------------------                           -----------------

                                         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                                    $243                        $27,778                                  $28,021                         $231                        $39,875                            $40,106                       $875                      $22,952                      $23,827

    Charge-offs                                                        (259)                              (259)                           (6)                    (17,540)                          (17,546)                            -                   (2,313)                      (2,313)

    Recoveries                                -                          130                                 130                              -                         168                                168                           4                         178                          182

    Provision expense                             (18)                         1,300                                    1,282                           18                          5,275                              5,293                        198                        5,225                        5,423
                                                   ---                          -----                                    -----                          ---                          -----                              -----                        ---                        -----                        -----

    Ending ALL                                      $225                        $28,949                                  $29,174                         $243                        $27,778                            $28,021                     $1,077                      $26,042                      $27,119
                                                    ====                        =======                                  =======                         ====                        =======                            =======                     ======                      =======                      =======

    Ratio of annualized net
     charge-offs to average
     total loans during the
     period, respectively                        0.00%                         0.02%                                   0.02%                       0.01%                         2.64%                             2.49%                   (0.01)%                       0.36%                       0.33%

    Ratio of ALL to total loans
     outstanding at period end,
     respectively                                0.15%                         1.07%                                   1.02%                       0.15%                         1.04%                             0.99%                     0.53%                       1.09%                       1.05%

    Ratio of ALL to total non-
     performing loans at period
     end, respectively(1)                        0.00%                        94.24%                                  94.98%                       0.00%                       123.58%                           124.66%                     0.00%                     101.54%                     105.74%

    Total loans                                 $145,852                     $2,715,069                               $2,860,921                     $157,663                     $2,664,892                         $2,822,555                   $202,830                   $2,384,843                   $2,587,673

    Average total
     loans during
     the period                                 $154,353                     $2,702,617                               $2,856,970                     $162,157                     $2,614,133                         $2,776,290                   $209,268                   $2,323,527                   $2,532,795

    Total non-
     performing
     loans(1)                                 $        -                       $30,717                                  $30,717               $            -                       $22,478                            $22,478            $             -                     $25,647                      $25,647


    (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.


    Non 310-30 Allowance for Loan Losses Analysis


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

                                                          December 31, 2016                                  September 30, 2016                          June 30, 2016
                                                          -----------------                                  ------------------                          -------------

                                                                                 Non        Total                                                   Non                    Total                              Non     Total

                                                                            310-30        Non                                               310-30                    Non                             310-30      Non

                                          Energy             Excluding        310-30      Energy                     Excluding  310-30          Energy                Excluding  310-30

                                         Portfolio             Energy          Loans     Portfolio                     Energy    Loans         Portfolio                Energy    Loans
                                         ---------             ------          -----     ---------                     ------    -----         ---------                ------    -----

    Beginning
     allowance for
     loan losses                                    $3,662                       $24,116                     $27,778                $15,443                     $24,432                 $39,875       $14,486              $22,465         $36,951

    Charge-offs                                          -                        (259)                      (259)              (15,700)                    (1,840)               (17,540)      (3,374)               (312)        (3,686)

    Recoveries                                           -                          130                         130                      -                        168                     168             -                 210             210

    Provision
     expense                                         (113)                        1,413                       1,300                  3,919                       1,356                   5,275         4,331                2,069           6,400
                                                      ----                         -----                       -----                  -----                       -----                   -----         -----                -----           -----

    Ending ALL                                      $3,549                       $25,400                     $28,949                 $3,662                     $24,116                 $27,778       $15,443              $24,432         $39,875
                                                    ======                       =======                     =======                 ======                     =======                 =======       =======              =======         =======

    Ratio of
     annualized net
     charge-offs to
     average total
     loans during
     the period,
     respectively                                    0.00%                        0.02%                      0.02%                65.30%                      0.26%                  2.64%       11.46%               0.02%          0.58%

    Ratio of ALL to
     total loans
     outstanding at
     period end,
     respectively                                    3.93%                        0.97%                      1.07%                 4.23%                      0.94%                  1.04%       14.75%               0.99%          1.55%

    Total loans                                    $90,273                    $2,624,796                  $2,715,069                $86,628                  $2,578,264              $2,664,892      $104,663           $2,464,558      $2,569,221

    Average loans                                  $88,450                    $2,614,167                  $2,702,617                $95,645                  $2,518,488              $2,614,133      $118,382           $2,294,994      $2,413,375


    NATIONAL BANK HOLDINGS CORPORATION

    Asset Quality

    (Dollars in thousands)


    Non 310-30 Past Due Loans


                                December 31, 2016          September 30, 2016     December 31, 2015
                                -----------------          ------------------     -----------------

    Loans
     30-89
     days
     past due
     and
     still
     accruing
     interest                                       $2,296                                    $1,374         $6,716

    Loans 90 days past due
     and still accruing
     interest                                   -                             428                    165

    Non-accrual loans(1)                          30,717                                    22,478         25,647
                                                  ------                                    ------         ------

    Total
     past due
     and non-
     accrual
     loans                                         $33,013                                   $24,280        $32,528
                                                   =======                                   =======        =======

    Total 90 days past due
     and still accruing
     interest and non-
     accrual loans to total
     loans                                         1.13%                                    0.86%         1.08%

    Total non-accrual loans
     to total loans                                1.13%                                    0.84%         1.08%

    % of total past due and
     non-accrual loans that
     carry fair value marks                       10.75%                                   15.41%        22.01%


    (1)              Includes non-accrual energy
                     loans of $12,645, $13,313 and
                     $12,009 at December 31, 2016,
                     September 30, 2016 and December
                     31, 2015, respectively.


    Asset Quality Data


                       December 31, 2016         September 30, 2016 December 31, 2015
                       -----------------         ------------------ -----------------

    Non-performing
     loans(1)                             30,717                                22,478  25,647

    OREO                                  15,662                                21,200  20,814

    Other repossessed
     assets                                    -                                  100     894
                                             ---                                  ---     ---

    Total non-
     performing assets                   $46,379                               $43,778 $47,355
                                         =======                               ======= =======

    Accruing
     restructured
     loans                                $5,766                                $8,780  $8,403

    Non-performing
     loans to total
     loans                                 1.07%                                0.80%  0.99%

    Non-performing
     loans excluding
     energy sector
     loans to total
     loans excluding
     energy sector
     loans                                 0.65%                                0.33%  0.56%

    Total non-
     performing assets
     to total loans
     and OREO                              1.61%                                1.54%  1.81%

    Total non-
     performing assets
     excluding energy
     sector to total
     loans excluding
     energy sector
     loans and OREO                        1.21%                                1.10%  1.44%


    (1)              Includes non-accrual energy
                     loans of $12,645, $13,313 and
                     $12,009 at December 31, 2016,
                     September 30, 2016 and December
                     31, 2015, respectively.


    Changes in Accretable Yield


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

                                December 31, 2016                 September 30, 2016 December 31, 2015          December 31, 2016
                                -----------------                 ------------------ -----------------          -----------------

    Accretable yield at
     beginning of period                                $63,673                                 $67,765                              $93,015 $            -

    Additions through
     acquisitions                                             -                                      -                                   -       214,996

    Reclassification from
     non-accretable
     difference to
     accretable yield                                     3,704                                   4,962                                3,367        270,646

    Reclassification to
     non-accretable
     difference from
     accretable yield                                     (298)                                  (457)                               (661)      (32,766)

    Accretion                                           (6,603)                                (8,597)                            (11,527)     (392,400)
                                                         ------                                  ------                              -------       --------

    Accretable yield at end
     of period                                          $60,476                                 $63,673                              $84,194        $60,476
                                                        =======                                 =======                              =======        =======


    NATIONAL BANK HOLDINGS CORPORATION

    Key Ratios

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

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

                                                                          2016                         2016                                                 2015                    2016                     2015
                                                                          ----                         ----                                                 ----                    ----                     ----

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

    Return on average assets                                             0.87%                       0.72%                                               0.28%                  0.50%                   0.10%

    Return on average tangible assets(2)                                 0.95%                       0.80%                                               0.36%                  0.57%                   0.17%

    Return on average tangible assets before
     provision for loan losses and taxes FTE(2)                          1.21%                       1.55%                                               1.31%                  1.29%                   0.60%

    Return on average equity                                             7.31%                       5.76%                                               2.13%                  3.95%                   0.70%

    Return on average tangible common equity(2)                          8.87%                       7.07%                                               2.97%                  5.04%                   1.29%

    Interest earning assets to interest bearing
     liabilities (end of period)(3)                                    133.44%                     133.09%                                             133.71%                133.44%                 133.71%

    Loans to deposits ratio (end of period)                             74.58%                      74.32%                                              67.72%                 74.58%                  67.72%

    Non-interest bearing deposits to total
     deposits (end of period)                                           21.89%                      22.00%                                              21.22%                 21.89%                  21.22%

    Net interest margin(4)                                               3.37%                       3.49%                                               3.64%                  3.39%                   3.54%

    Net interest margin FTE (2)(4)                                       3.46%                       3.59%                                               3.73%                  3.49%                   3.60%

    Interest rate spread FTE(5)                                          3.34%                       3.46%                                               3.61%                  3.38%                   3.48%

    Yield on earning assets(3)                                           3.73%                       3.84%                                               3.97%                  3.74%                   3.86%

    Yield on earning assets FTE(2)(3)                                    3.83%                       3.93%                                               4.05%                  3.84%                   3.92%

    Cost of interest bearing liabilities(3)                              0.49%                       0.47%                                               0.44%                  0.46%                   0.44%

    Cost of deposits                                                     0.38%                       0.36%                                               0.35%                  0.36%                   0.36%

    Non-interest expense to average assets                               2.98%                       2.89%                                               3.55%                  2.92%                   3.27%

    Efficiency ratio FTE(2)(6)                                          70.62%                      64.37%                                              72.61%                 68.79%                  84.28%


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

    Non-performing loans to total loans                                  1.07%                       0.80%                                               0.99%                  1.07%                   0.99%

    Non-performing assets to total loans and
     OREO                                                                1.61%                       1.54%                                               1.81%                  1.61%                   1.81%

    Allowance for loan losses to total loans                             1.02%                       0.99%                                               1.05%                  1.02%                   1.05%

    Allowance for loan losses to non-performing
     loans                                                              94.98%                     124.66%                                             105.74%                 94.98%                 105.74%

    Net charge-offs to average loans(1)                                  0.02%                       2.49%                                               0.33%                  0.80%                   0.12%


    (1)             Ratios are annualized.

    (2)              Ratio represents non-GAAP financial
                     measure. See non-GAAP reconciliations
                     below.

    (3)              Interest earning assets include assets
                     that earn interest/accretion or
                     dividends. 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 on a FTE basis plus non-
                     interest income.

    (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)


    Tangible Common Book Value Ratios


                                                  December 31, 2016              September 30, 2016 December 31, 2015
                                                  -----------------              ------------------ -----------------

    Total shareholders' equity                                          $536,189                              $549,772     $617,544

    Less: goodwill and intangible assets, net                         (66,580)                             (67,950)    (72,060)

    Add: deferred tax liability related to
     goodwill                                                            9,323                                 8,935        7,772
                                                                         -----                                 -----        -----

    Tangible common equity
     (non-GAAP)                                                         $478,932                              $490,757     $553,256
                                                                        ========                              ========     ========


    Total assets                                                      $4,573,046                            $4,606,413   $4,683,908

    Less: goodwill and intangible assets, net                         (66,580)                             (67,950)    (72,060)

    Add: deferred tax liability related to
     goodwill                                                            9,323                                 8,935        7,772
                                                                         -----                                 -----        -----

    Tangible assets (non-GAAP)                                        $4,515,789                            $4,547,398   $4,619,620
                                                                      ==========                            ==========   ==========


    Tangible common equity to tangible assets
     calculations:

    Total shareholders' equity to total
     assets                                                             11.72%                               11.93%      13.18%

    Less: impact of goodwill and intangible
     assets, net                                                       (1.11)%                              (1.14)%     (1.20)%
                                                                        ------                                ------       ------

    Tangible common equity to tangible assets
     (non-GAAP)                                                         10.61%                               10.79%      11.98%
                                                                         =====                                 =====        =====


    Tangible common book value per share
     calculations:

    Tangible common equity
     (non-GAAP)                                                         $478,932                              $490,757     $553,256

    Divided by: ending shares outstanding                           26,386,583                            26,282,224   30,358,509
                                                                    ----------                            ----------   ----------

    Tangible common book value
     per share (non-GAAP)                                                 $18.15                                $18.67       $18.22
                                                                          ======                                ======       ======


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

    Tangible common equity
     (non-GAAP)                                                         $478,932                              $490,757     $553,256

    Less: accumulated other comprehensive
     income, net of tax                                                  1,762                               (8,547)        (95)
                                                                         -----                                ------          ---

    Tangible common book value, excluding
     accumulated other comprehensive income,
     net of tax (non-GAAP)                                             480,694                               482,210      553,161

    Divided by: ending shares outstanding                           26,386,583                            26,282,224   30,358,509
                                                                    ----------                            ----------   ----------

    Tangible common book value
     per share, excluding
     accumulated other
     comprehensive income, net
     of tax (non-GAAP)                                                    $18.22                                $18.35       $18.22
                                                                          ======                                ======       ======


    NATIONAL BANK HOLDINGS CORPORATION

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


    Return on Average Tangible Assets and Return on Average Tangible Equity



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

                                          December 31, 2016                    September 30, 2016      December 31, 2015  December 31, 2016                   December 31, 2015
                                          -----------------                    ------------------      -----------------  -----------------                   -----------------

    Net income                                                        $9,989                                       $8,314                              $3,340                         $23,060         $4,881

    Add: impact of core deposit
     intangible amortization
     expense, after tax                                                836                                          836                                 836                           3,343          3,295
                                                                       ---                                          ---                                 ---                           -----          -----

    Net income adjusted
     for impact of core
     deposit intangible
     amortization
     expense, after tax                                              $10,825                                       $9,150                              $4,176                         $26,403         $8,176
                                                                     =======                                       ======                              ======                         =======         ======


    Income before
     income taxes FTE
     (non-GAAP)                                                      $11,098                                      $11,050                              $8,623                         $30,088        $10,620

    Add: impact of core deposit
     intangible amortization
     expense, before tax                                             1,370                                        1,370                               1,370                           5,480          5,401

    Add: provision for loan losses                                   1,282                                        5,293                               5,423                          23,651         12,444
                                                                     -----                                        -----                               -----                          ------         ------

    FTE income adjusted
     for impact of core
     deposit intangible
     amortization
     expense and
     provision (non-
     GAAP)                                                           $13,750                                      $17,713                             $15,416                         $59,219        $28,465
                                                                     =======                                      =======                             =======                         =======        =======


    Average assets                                                $4,592,228                                   $4,600,769                          $4,723,133                      $4,651,953     $4,831,070

    Less: average goodwill and
     intangible assets, net of
     deferred tax asset related to
     goodwill                                                     (57,932)                                    (59,685)                           (64,954)                       (59,977)      (66,549)
                                                                   -------                                      -------                             -------                         -------        -------

    Average tangible
     assets (non-GAAP)                                            $4,534,296                                   $4,541,084                          $4,658,179                      $4,591,976     $4,764,521
                                                                  ==========                                   ==========                          ==========                      ==========     ==========


    Average
     shareholders'
     equity                                                         $543,421                                     $574,574                            $622,239                        $583,686       $701,476

    Less: average goodwill and
     intangible assets, net of
     deferred tax asset related to
     goodwill                                                     (57,932)                                    (59,685)                           (64,954)                       (59,977)      (66,549)
                                                                   -------                                      -------                             -------                         -------        -------

    Average tangible
     common equity
     (non-GAAP)                                                     $485,489                                     $514,889                            $557,285                        $523,709       $634,927
                                                                    ========                                     ========                            ========                        ========       ========


    Return on average assets (non-
     GAAP)                                                           0.87%                                       0.72%                              0.28%                          0.50%         0.10%

    Return on average tangible
     assets (non-GAAP)                                               0.95%                                       0.80%                              0.36%                          0.57%         0.17%

    Return on average tangible
     assets before provision for
     loan losses and taxes FTE (non-
     GAAP)                                                           1.21%                                       1.55%                              1.31%                          1.29%         0.60%

    Return on average equity (non-
     GAAP)                                                           7.31%                                       5.76%                              2.13%                          3.95%         0.70%

    Return on average tangible
     common equity (non-GAAP)                                        8.87%                                       7.07%                              2.97%                          5.04%         1.29%


    Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin


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

                                    December 31, 2016                    September 30, 2016      December 31, 2015  December 31, 2016                   December 31, 2015
                                    -----------------                    ------------------      -----------------  -----------------                   -----------------

    Interest
     income                                                    $39,658                                      $40,764                             $43,492                     $160,448   $171,407

    Add: impact
     of taxable
     equivalent
     adjustment                                                  1,028                                        1,041                                 928                        4,081      2,695
                                                                 -----                                        -----                                 ---                        -----      -----

    Interest
     income FTE
     (non-GAAP)                                                $40,686                                      $41,805                             $44,420                     $164,529   $174,102
                                                               =======                                      =======                             =======                     ========   ========


    Net interest
     income                                                    $35,785                                      $37,064                             $39,929                     $145,640   $156,945

    Add: impact
     of taxable
     equivalent
     adjustment                                                  1,028                                        1,041                                 928                        4,081      2,695
                                                                 -----                                        -----                                 ---                        -----      -----

    Net interest
     income FTE
     (non-GAAP)                                                $36,813                                      $38,105                             $40,857                     $149,721   $159,640
                                                               =======                                      =======                             =======                     ========   ========


    Average
     earning
     assets                                                 $4,230,177                                   $4,227,732                          $4,348,462                   $4,290,171 $4,439,139

    Yield on
     earning
     assets                                                      3.73%                                       3.84%                              3.97%                       3.74%     3.86%

    Yield on
     earning
     assets FTE
     (non-GAAP)                                                  3.83%                                       3.93%                              4.05%                       3.84%     3.92%

    Net interest
     margin                                                      3.37%                                       3.49%                              3.64%                       3.39%     3.54%

    Net interest
     margin FTE
     (non-GAAP)                                                  3.46%                                       3.59%                              3.73%                       3.49%     3.60%

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SOURCE National Bank Holdings Corporation