National Bank (NBHC) - 2019 Q3 - Quarterly Report

Cover Page and Filing Information This section identifies the document as a Quarterly Report (Form 10-Q) for NATIONAL BANK HOLDINGS CORPORATION, detailing its filing period and key trading information - The document is a Quarterly Report (Form 10-Q) filed by NATIONAL BANK HOLDINGS CORPORATION for the quarterly period ended September 30, 2019[1][2] Trading and Stock Information: | Metric | Value | | :--- | :--- | | Trading Symbol | NBHC | | Exchange | NYSE | | Class A Common Stock Outstanding (as of Nov 4, 2019) | 31,171,126 shares | Table of Contents This section provides an organized listing of all chapters and sub-sections contained within the report for easy navigation Cautionary Note Regarding Forward-Looking Statements This section warns that the report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially - This report contains forward-looking statements based on current expectations and projections, which involve estimates, known and unknown risks, assumptions, and uncertainties that could cause actual results to differ materially[7] - Key factors that could cause actual results to differ include changes in business strategy, economic conditions, regulatory policies, interest rates, real estate values, consumer habits, acquisition integration, dependence on third-party IT, loan and deposit growth, competition, accounting policies, tax legislation, legal proceedings, technological changes, and cybersecurity incidents[8][9][11] Part I. Financial Information This part presents the unaudited consolidated financial statements and management's discussion and analysis of the Company's financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements of National Bank Holdings Corporation and its subsidiaries for the period ended September 30, 2019, including statements of financial condition, operations, comprehensive income, changes in shareholders' equity, and cash flows, along with accompanying notes. The statements are prepared in accordance with U.S. GAAP and rely on management's significant estimates - The notes provide detailed information and explanations supporting the consolidated financial statements, covering basis of presentation, recent accounting pronouncements, investment securities, loans, allowance for loan losses, leases, OREO, goodwill and intangibles, borrowings, regulatory capital, revenue recognition, stock-based compensation, common stock, earnings per share, derivatives, commitments, contingencies, fair value measurements, and acquisition activities[25] - Management's estimates are crucial for financial reporting, particularly for asset valuation, loan loss allowance, and fair value measurements, and actual results could differ significantly from these estimates[27] Consolidated Statements of Financial Condition This statement provides a snapshot of the Company's assets, liabilities, and shareholders' equity at specific points in time, highlighting changes in key financial positions Consolidated Statements of Financial Condition (in thousands of dollars): | Metric | Sep 30, 2019 | Dec 31, 2018 | Change | | :-------------------------------- | :----------- | :----------- | :------- | | Total Assets | $5,990,050 | $5,676,666 | +$313,384 | | Loans, net | $4,363,207 | $4,056,616 | +$306,591 | | Total Deposits | $4,733,860 | $4,535,621 | +$198,239 | | Total Liabilities | $5,236,724 | $4,981,660 | +$255,064 | | Total Shareholders' Equity | $753,326 | $695,006 | +$58,320 | - Loans held for sale increased significantly from $48.1 million at December 31, 2018, to $204.6 million at September 30, 2019[13] - Non-interest bearing demand deposits increased by $165.2 million, contributing to overall deposit growth[13] Consolidated Statements of Operations This statement details the Company's revenues, expenses, and net income over specific periods, reflecting its profitability and operational performance Consolidated Statements of Operations (in thousands of dollars, except per share data): | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :----------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Interest and Dividend Income | $61,372 | $55,909 | $182,985 | $163,611 | | Total Interest Expense | $9,587 | $6,137 | $27,543 | $16,806 | | Net Interest Income before Provision | $51,785 | $49,772 | $155,442 | $146,805 | | Provision for Loan Losses | $5,690 | $807 | $10,463 | $2,721 | | Total Non-interest Income | $24,759 | $18,061 | $62,470 | $55,458 | | Total Non-interest Expense | $43,793 | $44,432 | $134,638 | $146,477 | | Net Income | $21,642 | $18,240 | $60,846 | $44,216 | | Income per share—diluted | $0.69 | $0.58 | $1.93 | $1.41 | - Net income increased by $3.4 million (18.6%) for the three months and $16.6 million (37.6%) for the nine months ended September 30, 2019, compared to the prior year periods[15] - Provision for loan losses saw a significant increase, rising from $807 thousand to $5.7 million for the three months and from $2.7 million to $10.5 million for the nine months[15] Consolidated Statements of Comprehensive Income This statement presents net income alongside other comprehensive income items, such as unrealized gains or losses on available-for-sale securities, to arrive at total comprehensive income Consolidated Statements of Comprehensive Income (in thousands of dollars): | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $21,642 | $18,240 | $60,846 | $44,216 | | Other Comprehensive Income (Loss) | $1,581 | $(2,807) | $14,362 | $(12,493) | | Comprehensive Income | $23,223 | $15,433 | $75,208 | $31,723 | - Other comprehensive income experienced a significant positive swing, moving from a loss of $2.8 million in Q3 2018 to a gain of $1.6 million in Q3 2019, and from a loss of $12.5 million to a gain of $14.4 million for the nine months, primarily due to net unrealized gains on available-for-sale securities[17] Consolidated Statements of Changes in Shareholders' Equity This statement tracks the changes in the Company's shareholders' equity over a period, reflecting the impact of net income, dividends, stock-based compensation, and other comprehensive income Consolidated Statements of Changes in Shareholders' Equity (in thousands of dollars): | Metric | Balance Dec 31, 2018 | Net Income | Stock-based Compensation | Cash Dividends Declared | Other Comprehensive Income | Balance Sep 30, 2019 | | :-------------------------- | :------------------- | :--------- | :----------------------- | :---------------------- | :------------------------- | :------------------- | | Total Shareholders' Equity | $695,006 | $60,846 | $3,325 | $(17,226) | $14,362 | $753,326 | - Total shareholders' equity increased by $58.3 million from $695.0 million at December 31, 2018, to $753.3 million at September 30, 2019, primarily driven by net income and other comprehensive income[20] - Cash dividends declared for the nine months ended September 30, 2019, totaled $17.2 million ($0.55 per share)[20] Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows into operating, investing, and financing activities, providing insight into the Company's liquidity and solvency Consolidated Statements of Cash Flows (in thousands of dollars): | Cash Flow Activity | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :----------------------------------- | :-------------------------- | :-------------------------- | | Net cash (used in) provided by operating activities | $(60,604) | $23,070 | | Net cash (used in) provided by investing activities | $(108,628) | $34,092 | | Net cash provided by (used in) financing activities | $176,595 | $(193,067) | | Decrease in cash, cash equivalents and restricted cash | $7,363 | $(135,905) | | Cash, cash equivalents and restricted cash at end of period | $126,919 | $121,459 | - Operating activities shifted from providing $23.1 million in 2018 to using $60.6 million in 2019, largely due to changes in loans held for sale and loan accretion[24] - Financing activities provided $176.6 million in 2019, a significant change from using $193.1 million in 2018, driven by a net increase in deposits and FHLB advances[24] Notes to Consolidated Financial Statements These notes provide detailed explanations and additional information essential for a comprehensive understanding of the Company's financial statements, accounting policies, and significant estimates Note 1 Basis of Presentation This note describes the Company's corporate structure, its primary banking subsidiary, and the accounting principles and practices used in preparing the financial statements - National Bank Holdings Corporation (NBHC) is a Delaware-incorporated bank holding company, with NBH Bank as its wholly-owned Colorado state-chartered subsidiary, operating 105 banking centers[25] - The interim unaudited consolidated financial statements are prepared in accordance with U.S. GAAP and banking industry practices, and reflect management's necessary adjustments, which are of a normal recurring nature[26] Note 2 Recent Accounting Pronouncements This note outlines the adoption of new accounting standards, such as ASU 2016-02 for Leases, and the anticipated impact of future standards like CECL on the Company's financial reporting - The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, recognizing $30.5 million in right-of-use assets and related lease liabilities, with a $0.3 million cumulative-effect adjustment to retained earnings[29][31] - ASU 2016-13, Financial Instruments - Credit Losses (CECL), becomes effective on January 1, 2020. The Company is implementing a third-party vendor solution and expects the adoption to potentially increase the allowance for loan losses by changing from an 'incurred loss' to an 'expected loss' model[32] Note 3 Investment Securities This note details the composition, fair value, and unrealized gains or losses of the Company's available-for-sale and held-to-maturity investment securities portfolio - Total investment securities decreased from $1.0 billion at December 31, 2018, to $0.9 billion at September 30, 2019, comprising $0.7 billion of available-for-sale (AFS) securities and $0.2 billion of held-to-maturity (HTM) securities[34] Available-for-Sale Securities (in millions of dollars): | Metric | Sep 30, 2019 | Dec 31, 2018 | Change | | :----------------------------------- | :----------- | :----------- | :------- | | Fair Value | $661.1 | $791.1 | -$130.0 | | Gross Unrealized Gains | $6.5 | $2.3 | +$4.2 | | Gross Unrealized Losses | $(5.2) | $(20.9) | +$15.7 | | Securities with Unrealized Losses (Fair Value) | $298.4 | $682.9 | -$384.5 | Held-to-Maturity Securities (in millions of dollars): | Metric | Sep 30, 2019 | Dec 31, 2018 | Change | | :----------------------------------- | :----------- | :----------- | :------- | | Amortized Cost | $190.0 | $235.4 | -$45.4 | | Fair Value | $190.7 | $230.9 | -$40.2 | | Gross Unrealized Gains | $1.1 | $0.002 | +$1.1 | | Gross Unrealized Losses | $(0.47) | $(4.47) | +$4.0 | | Securities with Unrealized Losses (Fair Value) | $40.2 | $229.6 | -$189.4 | Note 4 Loans This note provides a detailed breakdown of the Company's loan portfolio by segment, highlighting growth trends and the recorded investment in impaired loans Loan Portfolio Composition (in thousands of dollars): | Loan Segment | Sep 30, 2019 | % of Total | Dec 31, 2018 | % of Total | Change | | :-------------------------------- | :----------- | :--------- | :----------- | :--------- | :------- | | Commercial | $2,948,467 | 67.0% | $2,644,571 | 64.6% | +$303,896 | | Commercial real estate non-owner occupied | $641,180 | 14.6% | $592,212 | 14.5% | +$48,968 | | Residential real estate | $790,077 | 17.9% | $830,815 | 20.3% | -$40,738 | | Consumer | $22,193 | 0.5% | $24,710 | 0.6% | -$2,517 | | Total Loans | $4,401,917 | 100.0% | $4,092,308 | 100.0% | +$309,609 | - Total loans increased by $309.6 million (7.6%) since December 31, 2018, primarily driven by growth in commercial and commercial real estate non-owner occupied segments[50] - Recorded investment in impaired loans increased from $31.1 million at December 31, 2018, to $37.0 million at September 30, 2019, with a related allowance for loan losses of $1.8 million[55] Note 5 Allowance for Loan Losses This note details the changes in the Allowance for Loan Losses (ALL), including provisions and net charge-offs, and its adequacy to cover probable loan losses - The Allowance for Loan Losses (ALL) increased to $38.7 million at September 30, 2019, from $35.7 million at December 31, 2018[65] - Provision for originated and acquired loan losses was $5.7 million for the three months and $10.5 million for the nine months ended September 30, 2019, including $4.2 million and $6.6 million, respectively, related to one previously identified acquired commercial loan[68] - Net charge-offs on originated and acquired loans totaled $7.1 million for the three months and $7.4 million for the nine months ended September 30, 2019, including $6.6 million for the aforementioned commercial loan[68] Note 6 Leases This note outlines the impact of adopting the new lease accounting standard, including the recognition of right-of-use assets and lease liabilities on the balance sheet - Upon adoption of ASU 2016-02, Leases, on January 1, 2019, the Company recognized $30.5 million in right-of-use (ROU) assets and related lease liabilities, with a $0.3 million cumulative-effect adjustment to retained earnings[70][71] - As of September 30, 2019, ROU assets totaled $30.7 million and lease liabilities totaled $30.9 million[71] - The weighted-average remaining lease term for operating leases was 5.3 years at September 30, 2019, with a weighted-average discount rate of 3.34%[73] Note 7 Other Real Estate Owned This note details the changes in Other Real Estate Owned (OREO), including sales, gains, and impairment charges, reflecting the Company's management of foreclosed properties - Other Real Estate Owned (OREO) decreased to $7.9 million at September 30, 2019, from $10.6 million at December 31, 2018[76] - Sales of OREO properties resulted in net gains of $7.2 million for the nine months ended September 30, 2019, compared to $0.4 million in the prior year[76] - Impairments on OREO totaled $872 thousand for the nine months ended September 30, 2019[76] Note 8 Goodwill and Intangible Assets This note provides information on the Company's goodwill and other intangible assets, including core deposit intangibles and mortgage servicing rights, and related amortization or impairment - Goodwill remained at $115.0 million with no impairment recorded during the three or nine months ended September 30, 2019[77] - The net carrying amount of core deposit intangibles decreased to $9.0 million at September 30, 2019, from $9.9 million at December 31, 2018, with amortization expense of $0.9 million for the nine months ended September 30, 2019[78] - The fair value of mortgage servicing rights was $2.6 million at September 30, 2019, down from $3.7 million at September 30, 2018. Impairment of $453 thousand was recognized for the nine months ended September 30, 2019[81][82] Note 9 Borrowings This note details the Company's various borrowing activities, including securities sold under repurchase agreements and Federal Home Loan Bank (FHLB) advances, and associated interest expenses - Securities sold under agreements to repurchase totaled $62.7 million at September 30, 2019, a decrease from $66.0 million at December 31, 2018[84] - Federal Home Loan Bank (FHLB) advances totaled $303.9 million at September 30, 2019, including $278.9 million in overnight advances and a $15.0 million term advance. The Bank has a total available credit of $1.0 billion from the FHLB[85] - Interest expense related to FHLB advances and other short-term borrowings was $4.8 million for the nine months ended September 30, 2019, significantly higher than $1.7 million in the prior year[86] Note 10 Regulatory Capital This note confirms the Company's and NBH Bank's compliance with Basel III capital requirements, detailing key capital ratios and their comparison to adequately capitalized thresholds - Both the Company and NBH Bank met all Basel III capital requirements at September 30, 2019, with the Bank maintaining regulatory capital ratios in excess of the levels established for well-capitalized institutions[89] Consolidated Capital Ratios (September 30, 2019): | Ratio | Actual | Required to be Adequately Capitalized | | :-------------------------------- | :------- | :------------------------------------ | | Tier 1 leverage ratio | 10.9% | 4.0% | | Common equity tier 1 risk-based capital | 12.9% | 7.0% | | Tier 1 risk-based capital ratio | 12.9% | 8.5% | | Total risk-based capital ratio | 13.8% | 10.5% | - The capital conservation buffer requirement, which adds a 2.5% capital requirement above existing regulatory minimums, was fully phased in on January 1, 2019[88] Note 11 Revenue from Contracts with Clients This note clarifies the application of ASC Topic 606 to non-interest revenue streams and provides a breakdown of in-scope revenue, emphasizing the transactional nature of contracts - ASC Topic 606, Revenue from Contracts with Customers, is applicable to non-interest revenue streams such as deposit-related fees, interchange fees, and merchant income, but not to revenue associated with financial instruments like loans and securities, or mortgage servicing rights[92] Non-Interest Income In-Scope of Topic 606 (in thousands of dollars): | Revenue Stream | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | Change | | :-------------------------- | :-------------------------- | :-------------------------- | :------- | | Service Charges and other fees | $14,822 | $15,328 | -$506 | | Bank card fees | $10,946 | $10,720 | +$226 | | Total In-scope | $25,768 | $26,048 | -$280 | - The Company does not typically have significant contract balances or capitalize contract acquisition costs due to the transactional or short-term nature of its revenue contracts[98][99] Note 12 Stock-based Compensation and Benefits This note details the expenses and unrecognized costs related to the Company's stock option plans, restricted stock awards, performance stock units, and employee stock purchase plan - Stock option expense totaled $0.5 million for the nine months ended September 30, 2019, with $1.0 million of total unrecognized compensation cost remaining, expected to be recognized over a weighted average period of 2.2 years[103] - Unrecognized compensation cost related to non-vested restricted stock awards and performance stock units totaled $2.7 million and $2.9 million, respectively, as of September 30, 2019[107] - Under the Employee Stock Purchase Plan (ESPP), employees purchased 16,556 shares during the nine months ended September 30, 2019[109] Note 13 Common Stock This note provides information on the number of common shares outstanding and the remaining authorization under the Company's share repurchase program - The Company had 31,169,086 shares of Class A common stock outstanding at September 30, 2019[110] - As of September 30, 2019, $12.6 million remained authorized under the $50.0 million share repurchase program approved on August 5, 2016. No shares were repurchased during the three or nine months ended September 30, 2019[111][308] Note 14 Earnings Per Share This note presents the calculation of diluted earnings per share, reflecting the impact of net income and weighted average shares outstanding Diluted Earnings Per Share (in thousands of dollars, except per share data): | Metric | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :----------------------------------- | :-------------------------- | :-------------------------- | | Net Income | $60,846 | $44,216 | | Income allocated to common shareholders | $60,777 | $44,167 | | Diluted Earnings Per Share | $1.93 | $1.41 | | Weighted average shares outstanding for diluted EPS | 31,537,334 shares | 31,388,786 shares | - Diluted earnings per share increased to $1.93 for the nine months ended September 30, 2019, from $1.41 in the prior year[114] Note 15 Derivatives This note describes the Company's use of derivative financial instruments, primarily interest rate swaps, for risk management and balance sheet repricing strategies - The Company uses derivative financial instruments, primarily interest rate swaps, for risk management, including fair value hedges and economic hedges, to manage interest rate risk and achieve desired balance sheet repricing[115] - The notional amount of interest rate swaps designated as fair value hedges decreased to $427.2 million at September 30, 2019, from $473.4 million at December 31, 2018[120] - Matched interest rate swap transactions (non-designated hedges) with commercial banking clients significantly increased to an aggregate notional amount of $462.4 million at September 30, 2019, from $206.8 million at December 31, 2018[122] Note 16 Commitments and Contingencies This note outlines the Company's off-balance sheet commitments, such as loan funding and letters of credit, and addresses potential impacts from legal proceedings Total Unfunded Commitments (in thousands of dollars): | Commitment Type | Sep 30, 2019 | Dec 31, 2018 | Change | | :-------------------------------- | :----------- | :----------- | :------- | | Commitments to fund loans | $216,363 | $183,946 | +$32,417 | | Unfunded commitments under lines of credit | $584,779 | $589,573 | -$4,794 | | Commercial and standby letters of credit | $11,705 | $10,558 | +$1,147 | | Total Unfunded Commitments | $812,847 | $784,077 | +$28,770 | - The Company recorded a repurchase reserve of $2.5 million at September 30, 2019, down from $3.4 million at December 31, 2018, for expected losses related to mortgage loan representations and warranties[138] - Management does not believe that any potential, threatened, or pending litigation will have a material adverse effect on the Company's liquidity, financial condition, or results of operations[139] Note 17 Fair Value Measurements This note explains the categorization of financial instruments into fair value hierarchy levels and provides tables for recurring and non-recurring fair value adjustments - Fair value measurements categorize financial instruments into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[140][146] Recurring Fair Value Assets (September 30, 2019, in thousands of dollars): | Asset Type | Level 1 | Level 2 | Level 3 | Total | | :----------------------------------- | :------ | :------ | :------ | :------ | | Investment securities available-for-sale | $0 | $660,491 | $0 | $660,491 | | Loans held for sale | $0 | $204,602 | $0 | $204,602 | | Interest rate swap derivatives | $0 | $11,006 | $0 | $11,006 | | Mortgage banking derivatives | $0 | $0 | $2,358 | $2,358 | | Total Assets at Fair Value | $0 | $876,099 | $2,358 | $878,457 | Non-Recurring Fair Value Adjustments (9 Months Ended Sep 30, 2019, in thousands of dollars): | Asset Type | Total | Losses from fair value changes | | :-------------------------- | :---- | :----------------------------- | | Impaired loans | $37,002 | $7,571 | | Other real estate owned | $7,904 | $872 | | Premises and equipment | $3,385 | $898 | | Mortgage servicing rights | $2,879 | $453 | Note 18 Fair Value of Financial Instruments This note defines the fair value of financial instruments and provides a comparison of carrying amounts to estimated fair values for key balance sheet items - The fair value of a financial instrument is defined as the price that would be exchanged between willing parties in an orderly transaction, determined using quoted market prices or estimates based on present value and other valuation techniques[162] Fair Value of Key Financial Instruments (September 30, 2019, in thousands of dollars): | Instrument | Carrying Amount | Estimated Fair Value | | :-------------------------- | :-------------- | :------------------- | | Loans receivable | $4,401,917 | $4,518,410 | | Deposit transaction accounts | $3,666,559 | $3,666,559 | | Time deposits | $1,067,301 | $1,067,793 | Note 19 Acquisition Activities This note details the Company's acquisition of Peoples, Inc., including the purchase price, recognized goodwill and intangible assets, and associated acquisition-related costs - On January 1, 2018, the Company completed its acquisition of Peoples, Inc. for $146.4 million (cash and stock), with Peoples National Bank and Peoples Bank merging into NBH Bank[165] - In connection with the acquisition, the Company recorded $55.4 million of goodwill, a $10.5 million core deposit intangible asset, and a $4.3 million mortgage servicing rights intangible asset[168] - Acquisition-related costs of $8.0 million (pre-tax) were included in the Company's consolidated statements of operations for the nine months ended September 30, 2018[165] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section provides management's perspective on the Company's financial condition, results of operations, and key performance indicators for the period ended September 30, 2019, discussing trends, significant changes, and future outlook. It also includes reconciliations of non-GAAP financial measures Overview This section provides a high-level summary of the Company's strategic focus on client relationships and its financial position, including total assets, loans, deposits, and equity - The Company focuses on building client relationships and providing simple, fair-minded financial solutions, leveraging its established presence in core markets that are outperforming national averages for growth opportunities[173] Financial Snapshot (as of September 30, 2019, in billions of dollars): | Metric | Value | | :----- | :---- | | Assets | $6.0 | | Loans | $4.4 | | Deposits | $4.7 | | Equity | $0.8 | Operating Highlights and Key Challenges This section summarizes the Company's financial performance, including net income and loan growth, alongside asset quality trends and significant non-interest expense changes, while also addressing external challenges - Net income for the nine months ended September 30, 2019, was $60.8 million ($1.93 diluted EPS), up from $44.2 million ($1.41 diluted EPS) in the prior year. Adjusted for non-recurring acquisition expenses, prior year net income would have been $50.5 million ($1.61 diluted EPS)[176] - Total loans reached $4.4 billion, an annualized increase of 10.1% since December 31, 2018, driven by record loan originations of $1.3 billion over the trailing 12 months[177][183] - Non-performing loans decreased to 0.58% of total loans at September 30, 2019, from 0.60% at December 31, 2018. The provision for loan losses increased to $10.5 million for the nine months, including $6.6 million related to one previously acquired commercial loan[179][183] - The fully taxable equivalent (FTE) net interest margin widened six basis points to 3.98% for the nine months ended September 30, 2019[181] - Non-interest expense decreased by $11.8 million for the nine months, primarily due to $7.2 million in net gains on OREO sales and the absence of $8.0 million in non-recurring acquisition costs from the prior year. A $0.9 million impairment charge was recorded for planned banking center consolidations[182][184] - Key challenges include a declining interest rate environment (three Federal Reserve rate cuts), trade tensions, cybersecurity, and increased competition from non-traditional banking participants[187][191] Performance Overview This section presents key annualized performance ratios, including returns on assets and equity, net interest margin, efficiency, and asset quality metrics, demonstrating operational and financial health Key Performance Ratios (Annualized, 9 Months Ended Sep 30): | Metric | 2019 | 2018 | | :----------------------------------- | :--- | :--- | | Return on average tangible assets (non-GAAP) | 1.45% | 1.11% | | Return on average tangible common equity (non-GAAP) | 13.43% | 11.36% | | Net interest margin FTE (non-GAAP) | 3.98% | 3.92% | | Efficiency ratio FTE (non-GAAP) | 60.33% | 70.38% | | Non-performing loans to total loans | 0.58% | 0.63% | | Allowance for loan losses to non-performing loans | 152.41% | 138.25% | - The FTE efficiency ratio improved significantly to 60.33% for the nine months ended September 30, 2019, from 70.38% in the prior year, indicating better operational efficiency[193] - Asset quality improved, with non-performing loans to total loans decreasing to 0.58% and the allowance for loan losses to non-performing loans increasing to 152.41%[193] About Non-GAAP Financial Measures This section explains the Company's use of non-GAAP financial measures to provide supplemental insights into performance and facilitate comparisons, emphasizing their non-substitute nature to GAAP - The Company uses non-GAAP financial measures (e.g., tangible assets, adjusted efficiency ratio) to provide supplemental information for financial and operational decision-making and to facilitate period-to-period comparisons, by excluding items not indicative of primary business operations or presenting metrics on a fully taxable equivalent basis[196] - These non-GAAP measures are not substitutes for GAAP financial information, and reconciliations to comparable GAAP measures are provided to ensure transparency[197] Reconciliation of Non-GAAP Financial Measures This section provides detailed reconciliations of non-GAAP financial measures, such as tangible common book value and adjusted performance ratios, to their most directly comparable GAAP equivalents Tangible Common Book Value Ratios (as of Sep 30): | Metric | 2019 | 2018 | | :----------------------------------- | :----- | :----- | | Tangible common equity (non-GAAP, in thousands of dollars) | $637,284 | $554,869 | | Tangible assets (non-GAAP, in thousands of dollars) | $5,874,008 | $5,466,908 | | Tangible common equity to tangible assets (non-GAAP) | 10.85% | 10.15% | | Tangible common book value per share (non-GAAP) | $20.45 | $18.04 | Adjusted Performance Ratios (9 Months Ended Sep 30): | Metric | 2019 | 2018 (Adjusted) | | :----------------------------------- | :--- | :-------------- | | Adjusted return on average tangible assets (non-GAAP) | 1.45% | 1.27% | | Adjusted return on average tangible common equity (non-GAAP) | 13.43% | 12.94% | | Adjusted efficiency ratio FTE (non-GAAP) | 60.33% | 66.51% | - The adjusted efficiency ratio FTE improved to 60.33% for the nine months ended September 30, 2019, from an adjusted 66.51% in the prior year, reflecting enhanced operational efficiency[202] Application of Critical Accounting Policies This section highlights the significant judgments and material estimates involved in applying critical accounting policies, particularly for acquired loans and the Allowance for Loan Losses - The preparation of financial statements requires significant judgment and material estimates, particularly concerning the accounting for acquired loans and the determination of the Allowance for Loan Losses (ALL)[204] - These critical accounting policies and estimates are further detailed in the Company's 2018 Annual Report on Form 10-K[205] Financial Condition The Company's financial condition at September 30, 2019, showed an increase in total assets, primarily driven by loan growth, funded by an increase in lower-cost transaction deposits. Investment securities decreased, and asset quality remained strong with improved non-performing asset ratios Investment securities This section discusses the decrease in total investment securities, specifically available-for-sale and held-to-maturity portfolios, primarily due to maturities and paydowns used to fund loan growth - Total investment securities decreased by $175.7 million (16.7%) to $0.9 billion at September 30, 2019, from $1.0 billion at December 31, 2018[206] - Available-for-sale (AFS) securities decreased by $130.0 million to $661.1 million, primarily due to maturities and paydowns, with proceeds utilized to fund loan originations[208][272] - Held-to-maturity (HTM) securities decreased by $45.4 million (19.3%) to $190.0 million, also due to maturities and paydowns[214] Loans overview This section provides an overview of the Company's loan portfolio, highlighting significant growth in total loans, particularly in commercial segments, driven by strong new loan originations - The total loan portfolio increased by $309.6 million (10.1% annualized) to $4.4 billion at September 30, 2019, driven by new loan originations[220] - Originated and acquired loans grew by $323.3 million (10.7% annualized), primarily led by commercial loan growth of $342.2 million (18.4% annualized)[220] - Loan originations over the trailing 12 months totaled a record $1.3 billion, with commercial loan originations accounting for $869.0 million[224] Asset quality This section assesses the Company's asset quality, noting improvements in non-performing asset ratios and an increase in the Allowance for Loan Losses to cover probable losses - Total non-performing assets to total loans and OREO decreased to 0.76% at September 30, 2019, from 0.85% at December 31, 2018, indicating improved asset quality[237] - Non-performing loans increased slightly by $0.9 million to $25.4 million, but as a percentage of total loans, they decreased to 0.58% from 0.60%[237] - The Allowance for Loan Losses (ALL) increased to $38.7 million at September 30, 2019, from $35.7 million at December 31, 2018, and is deemed adequate to cover probable losses[253] Deposits This section highlights the growth in total deposits, particularly non-interest bearing demand deposits, and an improved mix of lower-cost transaction deposits - Total deposits increased by $198.2 million (4.4%) to $4.73 billion during the nine months ended September 30, 2019[258] - Non-interest bearing demand deposits increased by $165.2 million (15.4%), and the mix of transaction deposits to total deposits improved to 77.5% from 76.2%, reflecting a focus on long-term banking relationships[257][258] - Time deposits decreased by $13.2 million (1.2%) to $1.07 billion, with $731.1 million scheduled to mature within 12 months[257][259] Other borrowings This section details the Company's other borrowing sources, including securities sold under repurchase agreements and FHLB advances, and the associated interest expense trends - Securities sold under agreements to repurchase decreased to $62.7 million at September 30, 2019, from $66.0 million at December 31, 2018[260] - Federal Home Loan Bank (FHLB) advances totaled $303.9 million at September 30, 2019, with the Bank having access to a $1.0 billion line of credit and term financing from the FHLB[260] - Interest expense related to FHLB advances and other short-term borrowings was $4.8 million for the nine months ended September 30, 2019, up from $1.7 million in the prior year[261] Results of Operations The Company reported increased net income for the three and nine months ended September 30, 2019, driven by higher net interest income and non-interest income, partially offset by increased provision for loan losses. Efficiency improved, and tax expense was influenced by stock compensation benefits Overview of results of operations This section provides a summary of the Company's net income and diluted earnings per share, including adjustments for non-recurring acquisition expenses from the prior year Net Income and EPS (in thousands of dollars, except per share data): | Metric | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income | $60,846 | $44,216 | | Diluted EPS | $1.93 | $1.41 | - Adjusting for $6.3 million in after-tax non-recurring acquisition expenses in 2018, net income for the nine months ended September 30, 2018, would have been $50.5 million ($1.61 diluted EPS)[264] Net interest income This section analyzes the growth in fully taxable equivalent (FTE) net interest income and the widening of the net interest margin, driven by increased earning asset yields and higher cost of funds - Fully taxable equivalent (FTE) net interest income increased by $9.1 million (6.1%) to $159.2 million for the nine months ended September 30, 2019[277] - The FTE net interest margin widened six basis points to 3.98% for the nine months ended September 30, 2019[277] - The yield on earning assets increased 32 basis points to 4.67%, primarily driven by a 41 basis point increase in originated loan portfolio yields due to higher new loan yields[277] - The cost of funds increased 37 basis points to 0.96% for the nine months ended September 30, 2019, with the cost of deposits increasing 21 basis points to 0.64% due to higher savings, money market, and time deposit rates[280] Provision for loan losses This section details the significant increase in the provision for loan losses, primarily attributed to supporting originated loan growth and specific charge-offs on a commercial loan - Total provision for loan losses was $5.7 million for the three months and $10.5 million for the nine months ended September 30, 2019, significantly higher than the prior year periods[288] - The increase in provision was primarily to support originated loan growth and net charge-offs, including $6.6 million related to one previously acquired commercial loan that was placed on non-accrual[288] - For loans accounted for under ASC 310-30, a recoupment of $11 thousand and $51 thousand was recorded for the three and nine months ended September 30, 2019, respectively, due to re-measurements of expected cash flows[289] Non-interest income This section analyzes the increase in total non-interest income, driven by higher mortgage banking income, partially offset by a decrease in OREO-related income - Total non-interest income increased by $7.0 million (12.6%) to $62.5 million for the nine months ended September 30, 2019[290] - Mortgage banking income increased by $7.3 million (29.7%) for the nine months ended September 30, 2019, primarily due to higher levels of 1-4 family mortgage loans sold in the secondary market[290] - OREO-related income decreased significantly by $0.8 million (83.9%) for the nine months ended September 30, 2019[290] Non-interest expense This section details the decrease in total non-interest expense, primarily due to net gains on OREO sales and the absence of prior-year acquisition costs, despite an impairment charge for banking center consolidations - Total non-interest expense decreased by $11.8 million (8.1%) to $134.6 million for the nine months ended September 30, 2019[293] - The decrease was primarily driven by $7.2 million in net gains on OREO sales and the absence of $8.0 million in non-recurring acquisition costs from the prior year[293] - A $0.9 million fair value impairment charge was recorded to other non-interest expense during the third quarter of 2019, related to the planned consolidation of four banking centers[294] Income taxes This section discusses the increase in income tax expense, influenced by tax benefits from stock compensation activity, and presents the adjusted effective tax rate - Income tax expense increased to $12.0 million for the nine months ended September 30, 2019, from $8.8 million in the prior year[295] - Tax expense was lowered by a $2.2 million tax benefit from stock compensation activity in 2019 and $1.3 million in 2018[295] - The adjusted effective tax rate for the nine months ended September 30, 2019, was 19.4%, compared to 19.1% in the prior year[295] Liquidity and Capital Resources This section assesses the Company's liquidity position, including on-balance sheet liquidity and available credit lines, and confirms compliance with all regulatory capital requirements - Total on-balance sheet liquidity decreased by $246.6 million to $436.6 million at September 30, 2019, primarily due to lower unencumbered investment securities[299] - The Bank has access to a $1.0 billion line of credit and term financing from the FHLB, with $303.9 million utilized at September 30, 2019[300] - The Company and the Bank met all Basel III capital adequacy requirements at September 30, 2019, with the Bank's regulatory capital ratios exceeding the levels for well-capitalized institutions[305] - A quarterly dividend of $0.20 per common share was declared on November 6, 2019[309] Asset/Liability Management and Interest Rate Risk This section describes how the Company manages interest rate risk through asset/liability strategies, including net interest income simulations, and discusses its asset sensitivity - Interest rate risk is managed by the Asset Liability Committee and Board of Directors using net interest income simulations and market value of portfolio equity analyses[310][311] - The Company was asset sensitive at September 30, 2019, but decreased its asset sensitivity during the nine months by shifting the balance sheet mix towards more fixed-rate assets in a declining rate environment[314][315] Projected Net Interest Income Impact from Rate Shifts (September 30, 2019): | Hypothetical Shift in Interest Rates (in basis points) | % Change in Projected Net Interest Income | | :------------------------------------------ | :---------------------------------------- | | +200 | 5.96% | | +100 | 3.05% | | -100 | (4.13)% | Off-Balance Sheet Activities This section outlines the Company's off-balance sheet commitments, such as loan commitments and letters of credit, and assesses their associated credit, market, and operational risks - The Company had loan commitments totaling $801.1 million and standby letters of credit totaling $11.7 million at September 30, 2019[318] - These off-balance sheet activities contain credit, market, and operational risk, but the Company does not anticipate any material losses[318] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item refers to the 'Asset/Liability Management and Interest Rate Risk' section within Management's Discussion and Analysis for disclosures about market risk - Information regarding quantitative and qualitative disclosures about market risk is incorporated by reference from the 'Asset/Liability Management and Interest Rate Risk' section in Part I, Item 2[319] Item 4. Controls and Procedures Management, including the CEO and CFO, conducted an evaluation of the effectiveness of disclosure controls and procedures, concluding they were effective as of September 30, 2019. No material changes to internal controls over financial reporting occurred during the quarter - Management, with the participation of the principal executive officer and principal financial officer, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2019[320] - There were no changes in the Company's internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[321] Part II. Other Information This part includes disclosures on legal proceedings, risk factors, equity security sales, and other miscellaneous information pertinent to the Company's operations Item 1. Legal Proceedings The Company is involved in various litigation matters incidental to its business but does not believe any current proceedings will have a material adverse effect on its financial condition or operations - The Company is not presently party to any legal proceedings the resolution of which is believed to have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels[324] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 - There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2018[325] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's purchases of common stock related to stock incentive plans and the remaining authorization under its publicly announced share repurchase program Shares Purchased (July 1 - August 31, 2019): | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :-------------------- | :----------------------------- | :--------------------------- | | July 1 - July 30, 2019 | 38 shares | $37.04 | | August 1 - August 31, 2019 | 212 shares | $33.69 | | Total | 250 shares | $34.20 | - These shares were purchased pursuant to the Company's stock incentive plans, not through publicly announced programs, for satisfaction of stock option exercise prices, restricted stock settlements, and tax withholdings[326] - As of September 30, 2019, $12,562,825 remained available for purchase under the $50.0 million common stock repurchase program authorized on August 5, 2016[327] Item 5. Other Information This section states that there is no other information to report - No other information is reported in this section[328] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate documents, certifications, and XBRL interactive data files - Exhibits include corporate governance documents (Second Amended and Restated Certificate of Incorporation and By-Laws), CEO and CFO certifications (pursuant to Sarbanes-Oxley Act), and XBRL interactive data files[331] Signatures This section confirms the official signing and filing of the report by the Company's Chief Financial Officer and Treasurer - The report was signed on behalf of National Bank Holdings Corporation by Aldis Birkans, Chief Financial Officer and Treasurer, on November 6, 2019[334]