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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2024

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

001-35654

27-0563799

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

303-892-8715
(Registrant’s telephone, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

    

Trading Symbol

    

Name of each exchange on which registered:

Class A Common Stock

NBHC

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Conditions. *

On April 24, 2024, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2024, which press release is furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. *

On April 24, 2024, NBHC issued, distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended March 31, 2024, also furnished as Exhibit 99.1 hereto, except for such portions that are being “filed” as specified under Item 9.01 below, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits. *

The information included in Exhibit 99.1 hereto, except for the quoted statements of Tim Laney set forth in the first and second full paragraphs thereof, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and therefore shall be deemed incorporated by reference into the filings of NBHC under the Securities Act of 1933, as amended. The quoted statements of Tim Laney set forth in the first and second full paragraphs of Exhibit 99.1 hereto are being “furnished” to the Securities and Exchange Commission as provided pursuant to General Instruction B.2 of Form 8-K.

(d) Exhibits

Exhibit No.

    

Description of Exhibit

99.1

Press release dated April 24, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

*Except for such portions that are “filed” as specified under Item 9.01 of this report, the information contained in this report and the exhibits attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Bank Holdings Corporation

By:

/s/ Angela N. Petrucci

Name: Angela N. Petrucci

Title: Chief Administrative Officer and General Counsel

Date: April 24, 2024

3

EX-99.1 2 nbhc-20240424xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces

First Quarter 2024 Financial Results

Denver, Colorado - (Globe Newswire) – National Bank Holdings Corporation (NYSE: NBHC) reported:

For the quarter(1)

1Q24

4Q23

1Q23

Net income ($000's)

$

31,391

$

33,121

$

40,283

Earnings per share - diluted

$

0.82

$

0.87

$

1.06

Return on average assets

1.28%

1.33%

1.70%

Return on average tangible assets(2)

1.39%

1.44%

1.80%

Return on average equity

10.30%

11.10%

14.60%

Return on average tangible common equity(2)

15.14%

16.56%

20.86%

                                                      

(1)

Ratios are annualized.

(2)

See non-GAAP reconciliations starting on page 13.

In announcing these results, Chief Executive Officer Tim Laney shared, “We are pleased to deliver quarterly earnings of $0.82 per diluted share and a solid return on average tangible common equity of 15.14%. Our diverse revenue streams delivered strong fee income growth of 40.8% annualized over the prior quarter. Our prudent approach to extending credit coupled with our granular and diverse loan portfolio delivered zero basis points of annualized net charge-offs. We grew our core deposits 6.8% over the first quarter 2023, while preserving a low deposit beta of 37.5% this rate cycle. We maintain a strong balance sheet, solid capital position, and diversified funding sources.”

Mr. Laney added, “We remain focused on delivering best-in-class banking solutions for our clients, while protecting our Company through solid banking practices. We are committed to operating as a source of strength and stability for our clients and communities and look forward to providing meaningful returns for our stakeholders in 2024.”

First Quarter 2024 Results

(All comparisons refer to the fourth quarter of 2023, except as noted)

Net income totaled $31.4 million or $0.82 per diluted share, compared to $33.1 million or $0.87 per diluted share. Fully taxable equivalent pre-provision net revenue totaled $40.6 million, compared to $45.1 million. The return on average tangible assets totaled 1.39%, compared to 1.44%, and the return on average tangible common equity totaled 15.14%, compared to 16.56%.

Net Interest Income

Fully taxable equivalent net interest income totaled $85.7 million, compared to $91.2 million. Net interest income for the fourth quarter of 2023 included $2.9 million of accelerated loan fee income and one additional day. The fully taxable equivalent net interest margin was 3.78%, narrowing 17 basis points primarily driven by the fourth quarter’s accelerated loan fee income noted above.

1


Loans

Loans totaled $7.6 billion, compared to $7.7 billion at December 31, 2023. We generated quarterly loan fundings totaling $200.0 million, led by commercial loan fundings of $96.5 million. The average interest rate on the first quarter’s loan originations increased sixteen basis points to 8.8%.

Asset Quality and Provision for Credit Losses

The Company recorded no provision expense for credit losses, compared to $4.6 million in the prior quarter. Annualized net charge-offs were 0.00% of average total loans, compared to 0.02% in the prior quarter. Non-performing loans totaled 0.47% of total loans at March 31, 2024, compared to 0.37%, and non-performing assets totaled 0.53% of total loans and OREO at March 31, 2024, compared to 0.42%. The allowance for credit losses as a percentage of loans increased two basis points to 1.29% at March 31, 2024.

Deposits

Average total deposits increased $90.3 million, or 4.5% annualized, to $8.2 billion during the first quarter 2024. The loan to deposit ratio decreased 514 basis points to 88.9% at March 31, 2024. Average transaction deposits (defined as total deposits less time deposits) increased $86.8 million to $7.2 billion.

We improved our balance sheet funding mix during the first quarter and utilized funding provided by the quarter’s deposit growth to pay down $340.0 million of Federal Home Loan Bank advances. The mix of transaction deposits to total deposits was 88.3% and 88.0% at March 31, 2024 and December 31, 2023, respectively.

Non-Interest Income

Non-interest income increased $1.6 million, or 40.8% annualized, to $17.7 million during the first quarter driven by our diversified sources of fee revenue. Other non-interest income increased $1.8 million and included increases in SBA loan income, trust income, and a $0.6 million gain from the sale of a banking center building. Mortgage banking income increased $0.6 million, and service charges and bank card fees decreased $0.8 million due to seasonality.

Non-Interest Expense

Non-interest expense increased $0.7 million to $62.8 million during the first quarter. Salaries and benefits increased $2.1 million largely due to higher payroll taxes, and data processing increased $1.2 million. These increases were partially offset by a decrease in professional fees of $0.9 million, and a decrease in other non-interest expense of $1.4 million primarily driven by $0.7 million of one-time asset write-downs in the prior quarter. The efficiency ratio totaled 61.8% for the first quarter, compared to 58.8% for the fourth quarter. The fully taxable equivalent efficiency ratio totaled 58.8% for the first quarter, compared to 56.0%, excluding other intangible assets amortization.

Income tax expense totaled $7.5 million, compared to $5.8 million in the prior quarter. The effective tax rate was 19.3%, compared to 14.9% for the fourth quarter. The fourth quarter of 2023 benefitted from $2.0 million of research and development tax credits.

Capital

Capital ratios continue to be strong and in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 9.99%, and the common equity tier 1 capital ratio totaled 12.35% at March 31, 2024. Shareholders’ equity totaled $1.2 billion at March 31, 2024, increasing $19.0 million, largely due to $21.1 million of higher retained earnings, partially offset by a $3.8 million increase in accumulated other comprehensive loss.

Common book value per share increased $0.48 to $32.58 at March 31, 2024. Tangible common book value per share increased $0.55 to $23.32 as this quarter’s earnings outpaced the quarterly dividend and a $0.10 increase in accumulated other comprehensive loss.

2


Year-Over-Year Review

(All comparisons refer to the first quarter of 2023, except as noted)

Net income totaled $31.4 million, or $0.82 per diluted share, compared to net income of $40.3 million, or $1.06 per diluted share, for the first quarter of 2023. The decrease over the same period prior year was largely driven by lower net interest income due to an increase in cost of funds outpacing the increase in interest income. Partially offsetting this decrease was an increase in our non-interest income discussed below. Fully taxable equivalent pre-provision net revenue totaled $40.6 million, compared to $52.7 million. The return on average tangible assets totaled 1.39%, compared to 1.80%, and the return on average tangible common equity was 15.14%, compared to 20.86%.

Fully taxable equivalent net interest income totaled $85.7 million, compared to $96.3 million. Average earning assets increased $224.6 million, or 2.5%, including average loan growth of $372.4 million. The fully taxable equivalent net interest margin narrowed 61 basis points to 3.78%, as the increase in earning asset yields was offset by an increase in the cost of funds. Average interest bearing liabilities increased $878.7 million due to higher deposit balances, and the cost of funds totaled 2.25%, compared to 0.90% in the same period prior year.

Loans outstanding totaled $7.6 billion, increasing $223.8 million or 3.0%, from organic loan growth. New loan fundings over the trailing twelve months totaled $1.3 billion, led by commercial loan fundings of $0.8 billion.  

The Company recorded no provision expense for credit losses during 2024, compared to provision expense of $0.9 million in the first quarter of 2023. Annualized net charge-offs decreased one basis point to 0.00% of average total loans during the first quarter 2024. The non-performing loans ratio was 0.47% at March 31, 2024, compared to 0.13%, and non-performing assets to total loans and OREO was 0.53% at March 31, 2024, compared to 0.18%. The allowance for credit losses as a percentage of loans increased six basis points to 1.29% at March 31, 2024.

Average total deposits increased $525.5 million or 6.8% to $8.2 billion, primarily due to higher deposit balances driven by the strategic growth from our recent acquisitions. Average transaction deposits increased $458.0 million or 6.8%. The mix of transaction deposits to total deposits was 88.3%, compared to 87.1% at March 31, 2023.

Non-interest income totaled $17.7 million, an increase of $3.0 million or 20.7%, driven by our diversified sources of fee revenue. Other non-interest income increased $3.4 million and included increases in SBA loan income, trust income, Cambr income, fair value adjustments on company-owned life insurance, swap fee income and a $0.6 million gain from the sale of a banking center building. Mortgage banking income decreased $0.6 million.

Non-interest expense totaled $62.8 million, an increase of $4.5 million or 7.8%. Salaries and benefits increased $3.5 million primarily due to payroll tax credits realized in the first quarter 2023. Occupancy and equipment increased $0.9 million and other intangible assets amortization increased $0.6 million due to intangible assets acquired through our Cambr acquisition in April of 2023. These increases were partially offset by a decrease of $0.9 million in professional fees.

Income tax expense totaled $7.5 million, a decrease of $2.6 million from the first quarter last year, driven by lower pre-tax income. The effective tax rate was 19.3% and 20.0% for the first quarters 2024 and 2023, respectively.  

3


Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Thursday, April 25, 2024. Interested parties may listen to this call by dialing (866) 400-0049 using the participant passcode of 4874281 and asking for the NBHC Q1 2024 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

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 client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 90 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

About Non-GAAP Financial Measures

Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “tangible common equity,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common book value, excluding accumulated other comprehensive loss, net of tax,” “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax,” “tangible common equity to tangible assets,” “non-interest expense excluding other intangible assets amortization,” “efficiency ratio excluding other intangible assets amortization,” “net income excluding the impact of other intangible assets amortization expense, after tax,” “pre-provision net revenue,” 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.

4


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: the impact of potential regulatory changes to capital requirements, treatment of investment securities and FDIC deposit insurance levels and costs; our ability to execute our business strategy, including our digital strategy, as well as changes in our business strategy or development plans; business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business, including increased competition for deposits due to prevailing market interest rates and banking sector volatility; effects of any changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board; 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; changes in the fair value of our investment securities due to market conditions outside of our control; financial or reputational impacts associated with the increased prevalence of fraud or other financial crimes; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans if the loans fail to meet certain criteria, or higher rate of delinquencies and defaults as a result of the geographic concentration of our servicing portfolio; the Company’s ability to identify potential candidates for, obtain regulatory approval for, and consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; our ability to integrate acquisitions or consolidations and to achieve synergies, operating efficiencies and/or other expected benefits within expected time-frames, or at all, or within expected cost projections, and to preserve the goodwill of acquired financial institutions; 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, including those that could result in disclosure or misuse of confidential or proprietary client or other information; the Company’s ability to achieve organic loan and deposit growth and the competition for, and composition of, such growth; changes in sources and uses of funds; increased competition in the financial services industry; regulatory and financial impacts associated with the Company growing to over $10 billion in consolidated assets; increases in claims and litigation related to our fiduciary responsibilities in connection with our trust and wealth management business; the effect of changes in accounting policies and practices as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) and other accounting standard setters; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance, or the effects of changes in tax laws on our deferred tax assets; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our positions; 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, including, but not limited to, changes in regulation that affect the fees that we charge, the resolution of legal proceedings or regulatory or other government inquiries, and the results of regulatory examinations, reviews or other inquiries, and changes in regulations that apply to us as a Colorado state-chartered bank and a Wyoming state-chartered bank; technological changes, including with respect to the advancement of artificial intelligence; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; changes in our management personnel and the Company’s continued ability to attract, hire 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 our bank subsidiaries; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; financial, reputational, or strategic risks associated with our investments in financial technology companies and initiatives; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities through impacts on the economy and financial markets generally or on us or our counterparties specifically; a cybersecurity incident, data breach or a failure of a key information technology system; impact of reputational risk; other risks and uncertainties listed from time to time in the Company’s reports and documents filed with the Securities and Exchange Commission; and success at managing the risks involved in the foregoing items.

5


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.

Contacts:

Analysts/Institutional Investors:

Emily Gooden, Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com

Aldis Birkans, Chief Financial Officer, (720) 554-6640, ir@nationalbankholdings.com

Media:

Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com

6


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

March 31, 

    

December 31, 

    

March 31, 

2024

2023

2023

Total interest and dividend income

$

131,732

$

134,703

$

113,533

Total interest expense

 

47,702

 

45,202

 

18,644

Net interest income

 

84,030

 

89,501

 

94,889

Taxable equivalent adjustment

1,692

1,667

1,414

Net interest income FTE(1)

85,722

91,168

96,303

Provision expense for credit losses

 

 

4,570

 

900

Net interest income after provision for credit losses FTE(1)

 

85,722

 

86,598

 

95,403

Non-interest income:

Service charges

 

4,391

 

4,831

 

4,101

Bank card fees

 

4,578

 

4,915

 

4,637

Mortgage banking income

 

2,655

 

2,020

 

3,216

Other non-interest income

 

6,070

 

4,298

 

2,711

Total non-interest income

 

17,694

 

16,064

 

14,665

Non-interest expense:

Salaries and benefits

 

36,520

 

34,470

 

32,989

Occupancy and equipment

9,941

10,186

9,073

Professional fees

 

1,646

 

2,513

 

2,590

Data processing

4,066

2,853

3,752

Other non-interest expense

 

8,653

 

10,065

 

8,525

Other intangible assets amortization

2,008

2,008

1,363

Total non-interest expense

62,834

 

62,095

 

58,292

Income before income taxes FTE(1)

 

40,582

 

40,567

 

51,776

Taxable equivalent adjustment

1,692

1,667

1,414

Income before income taxes

38,890

38,900

50,362

Income tax expense

 

7,499

 

5,779

 

10,079

Net income

$

31,391

$

33,121

$

40,283

Earnings per share - basic

$

0.82

$

0.87

$

1.06

Earnings per share - diluted

0.82

0.87

1.06

                                                      

(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 21% for each period presented.

7


NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

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

March 31, 2024

December 31, 2023

March 31, 2023

ASSETS

Cash and cash equivalents

$

292,931

$

190,826

$

369,705

Investment securities available-for-sale

 

685,666

 

628,829

 

695,485

Investment securities held-to-maturity

 

570,850

 

585,052

 

637,921

Non-marketable securities

 

73,439

 

90,477

 

120,733

Loans

 

7,569,052

 

7,698,758

 

7,345,298

Allowance for credit losses

 

(97,607)

 

(97,947)

 

(90,343)

Loans, net

 

7,471,445

 

7,600,811

 

7,254,955

Loans held for sale

 

14,065

 

18,854

 

24,594

Other real estate owned

 

4,064

 

4,088

 

3,458

Premises and equipment, net

 

168,956

 

162,733

 

140,417

Goodwill

 

306,043

 

306,043

 

279,132

Intangible assets, net

 

64,212

 

66,025

 

58,619

Other assets

 

315,805

 

297,326

 

332,204

Total assets

$

9,967,476

$

9,951,064

$

9,917,223

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Non-interest bearing demand deposits

$

2,292,917

$

2,361,367

$

2,920,891

Interest bearing demand deposits

 

1,427,856

 

1,480,042

 

1,098,172

Savings and money market

 

3,801,013

 

3,367,012

 

2,584,128

Total transaction deposits

 

7,521,786

 

7,208,421

 

6,603,191

Time deposits

 

995,976

 

981,970

 

978,489

Total deposits

 

8,517,762

 

8,190,391

 

7,581,680

Securities sold under agreements to repurchase

 

19,577

 

19,627

 

21,492

Long-term debt

 

54,278

 

54,200

 

53,968

Federal Home Loan Bank advances

 

 

340,000

 

1,000,000

Other liabilities

 

144,029

 

134,039

 

126,356

Total liabilities

 

8,735,646

 

8,738,257

 

8,783,496

Shareholders' equity:

Common stock

 

515

 

515

 

515

Additional paid in capital

 

1,163,773

 

1,162,269

 

1,160,436

Retained earnings

 

454,211

 

433,126

 

361,440

Treasury stock

 

(306,460)

 

(306,702)

 

(310,037)

Accumulated other comprehensive loss, net of tax

 

(80,209)

 

(76,401)

 

(78,627)

Total shareholders' equity

 

1,231,830

 

1,212,807

 

1,133,727

Total liabilities and shareholders' equity

$

9,967,476

$

9,951,064

$

9,917,223

SHARE DATA

Average basic shares outstanding

 

38,031,358

 

38,013,791

 

37,785,488

Average diluted shares outstanding

 

38,188,480

 

38,162,538

 

38,074,973

Ending shares outstanding

 

37,806,148

 

37,784,851

 

37,641,381

Common book value per share

$

32.58

$

32.10

$

30.12

Tangible common book value per share(1) (non-GAAP)

23.32

22.77

21.76

Tangible common book value per share, excluding accumulated other comprehensive loss(1) (non-GAAP)

25.44

24.79

23.85

CAPITAL RATIOS

Average equity to average assets

12.40%

11.97%

11.63%

Tangible common equity to tangible assets(1)

9.17%

8.96%

8.53%

Tier 1 leverage ratio

9.99%

9.74%

9.46%

Common equity tier 1 risk-based capital ratio

12.35%

11.89%

11.32%

Tier 1 risk-based capital ratio

12.35%

11.89%

11.32%

Total risk-based capital ratio

14.30%

13.80%

13.17%

                                                      

(1)

    

Represents a non-GAAP financial measure. See non-GAAP reconciliations starting on page 13.

8


NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

March 31, 2024

March 31, 2024

vs. December 31, 2023

vs. March 31, 2023

March 31, 2024

December 31, 2023

% Change

March 31, 2023

% Change

Originated:

Commercial:

Commercial and industrial

$

1,777,328

$

1,825,425

(2.6)%

$

1,818,415

(2.3)%

Municipal and non-profit

1,062,287

1,083,457

(2.0)%

979,801

8.4%

Owner-occupied commercial real estate

875,303

879,686

(0.5)%

674,231

29.8%

Food and agribusiness

241,654

265,902

(9.1)%

270,197

(10.6)%

Total commercial

3,956,572

4,054,470

(2.4)%

3,742,644

5.7%

Commercial real estate non-owner occupied

1,092,780

1,071,529

2.0%

979,150

11.6%

Residential real estate

923,103

919,139

0.4%

864,544

6.8%

Consumer

14,936

16,686

(10.5)%

16,766

(10.9)%

Total originated

5,987,391

6,061,824

(1.2)%

5,603,104

6.9%

Acquired:

Commercial:

Commercial and industrial

132,532

141,484

(6.3)%

172,368

(23.1)%

Municipal and non-profit

294

299

(1.7)%

316

(7.0)%

Owner-occupied commercial real estate

234,486

244,087

(3.9)%

248,883

(5.8)%

Food and agribusiness

57,896

58,695

(1.4)%

64,739

(10.6)%

Total commercial

425,208

444,565

(4.4)%

486,306

(12.6)%

Commercial real estate non-owner occupied

767,419

785,221

(2.3)%

845,374

(9.2)%

Residential real estate

387,101

404,648

(4.3)%

407,254

(4.9)%

Consumer

1,933

2,500

(22.7)%

3,260

(40.7)%

Total acquired

1,581,661

1,636,934

(3.4)%

1,742,194

(9.2)%

Total loans

$

7,569,052

$

7,698,758

(1.7)%

$

7,345,298

3.0%

Loan Fundings(1)

First quarter

Fourth quarter

Third quarter

Second quarter

First quarter

2024

2023

2023

2023

2023

Commercial:

Commercial and industrial

$

53,978

$

135,954

$

89,297

$

111,717

$

107,013

Municipal and non-profit

14,564

79,650

18,657

39,331

22,526

Owner occupied commercial real estate

 

35,128

 

75,631

 

67,322

 

62,649

 

33,912

Food and agribusiness

 

(7,204)

 

10,646

 

16,191

 

6,017

 

(6,564)

Total commercial

96,466

301,881

191,467

219,714

156,887

Commercial real estate non-owner occupied

 

73,789

 

107,738

 

88,434

 

99,984

 

185,875

Residential real estate

 

29,468

 

48,925

 

42,514

 

40,814

 

49,406

Consumer

 

234

 

1,849

 

1,689

 

1,777

 

1,717

Total

$

199,957

$

460,393

$

324,104

$

362,289

$

393,885

                                                      

(1)

    

Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net (paydowns) fundings under revolving lines of credit were ($59,523), $16,954, ($12,877), $13,766 and ($7,096) for the periods noted in the table above, respectively.

9


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

March 31, 2024

December 31, 2023

March 31, 2023

Average

    

    

Average

    

Average

    

    

Average

    

Average

    

    

Average

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

6,046,849

$

100,914

6.71%

$

5,985,610

$

102,504

6.79%

$

5,514,704

$

79,167

5.82%

Acquired loans

 

1,611,521

 

24,289

6.06%

 

1,646,696

 

25,407

6.12%

 

1,771,224

27,023

6.19%

Loans held for sale

12,017

225

7.53%

16,599

321

7.67%

21,753

346

6.45%

Investment securities available-for-sale

 

751,168

 

4,103

2.18%

 

739,471

 

3,715

2.01%

 

810,257

3,989

1.97%

Investment securities held-to-maturity

 

579,160

 

2,514

1.74%

 

594,149

 

2,596

1.75%

 

646,646

2,871

1.78%

Other securities

 

35,036

 

616

7.03%

 

40,355

 

741

7.34%

 

51,366

898

6.99%

Interest earning deposits

 

91,579

 

763

3.35%

 

125,097

 

1,086

3.44%

 

86,790

653

3.05%

Total interest earning assets FTE(2)

$

9,127,330

$

133,424

5.88%

$

9,147,977

$

136,370

5.91%

$

8,902,740

$

114,947

5.24%

Cash and due from banks

$

102,583

$

105,323

$

118,607

Other assets

 

756,230

 

730,220

 

687,940

Allowance for credit losses

 

(97,882)

 

(94,466)

 

(89,831)

Total assets

$

9,888,261

$

9,889,054

$

9,619,456

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

4,947,811

$

36,413

2.96%

$

4,751,563

$

32,887

2.75%

$

3,766,203

$

7,759

0.84%

Time deposits

 

990,041

 

7,584

3.08%

 

986,513

 

6,876

2.77%

 

922,521

3,290

1.45%

Securities sold under agreements to repurchase

 

18,929

 

6

0.13%

 

17,812

 

5

0.11%

 

20,045

6

0.12%

Long-term debt

54,229

518

3.84%

54,151

 

518

3.80%

53,918

518

3.90%

Federal Home Loan Bank advances

 

228,236

 

3,181

5.61%

 

348,775

 

4,916

5.59%

 

597,833

7,071

4.80%

Total interest bearing liabilities

$

6,239,246

$

47,702

3.07%

$

6,158,814

$

45,202

2.91%

$

5,360,520

$

18,644

1.41%

Demand deposits

$

2,280,997

$

2,390,457

$

3,004,643

Other liabilities

 

141,735

 

155,619

 

135,175

Total liabilities

 

8,661,978

 

8,704,890

 

8,500,338

Shareholders' equity

 

1,226,283

 

1,184,164

 

1,119,118

Total liabilities and shareholders' equity

$

9,888,261

$

9,889,054

$

9,619,456

Net interest income FTE(2)

$

85,722

$

91,168

$

96,303

Interest rate spread FTE(2)

2.81%

3.00%

3.83%

Net interest earning assets

$

2,888,084

$

2,989,163

$

3,542,220

Net interest margin FTE(2)

3.78%

3.95%

4.39%

Average transaction deposits

$

7,228,808

$

7,142,020

$

6,770,846

Average total deposits

8,218,849

8,128,533

7,693,367

Ratio of average interest earning assets to average interest bearing liabilities

146.29%

148.53%

166.08%

                                                      

(1)

    

Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.

(2)

    

Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $1,692, $1,667 and $1,414 for the three months ended March 31, 2024, December 31, 2023 and March 31, 2023, respectively.

10


NATIONAL BANK HOLDINGS CORPORATION

Allowance for Credit Losses and Asset Quality

(Dollars in thousands)

Allowance for Credit Losses Analysis

As of and for the three months ended

March 31, 2024

December 31, 2023

March 31, 2023

Beginning allowance for credit losses

$

97,947

$

93,446

$

89,553

Charge-offs

 

(278)

 

(357)

(325)

Recoveries

188

58

65

Provision (release) expense for credit losses

 

(250)

 

4,800

 

1,050

Ending allowance for credit losses ("ACL")

$

97,607

$

97,947

$

90,343

Ratio of annualized net charge-offs to average total loans during the period

0.00%

0.02%

0.01%

Ratio of ACL to total loans outstanding at period end

1.29%

1.27%

1.23%

Ratio of ACL to total non-performing loans at period end

272.52%

346.99%

946.40%

Total loans

$

7,569,052

$

7,698,758

$

7,345,298

Average total loans during the period

7,632,635

7,594,725

7,257,639

Total non-performing loans

35,817

28,228

9,546

Past Due and Non-accrual Loans

March 31, 2024

December 31, 2023

March 31, 2023

Loans 30-89 days past due and still accruing interest

$

3,495

$

12,232

$

2,308

Loans 90 days past due and still accruing interest

 

1

 

591

 

185

Non-accrual loans

 

35,817

 

28,228

 

9,546

Total past due and non-accrual loans

$

39,313

$

41,051

$

12,039

Total 90 days past due and still accruing interest and non-accrual loans to total loans

0.47%

0.37%

0.13%

Asset Quality Data

March 31, 2024

December 31, 2023

March 31, 2023

Non-performing loans

$

35,817

$

28,228

$

9,546

OREO

 

4,064

 

4,088

 

3,458

Total non-performing assets

$

39,881

$

32,316

$

13,004

Total non-performing loans to total loans

0.47%

0.37%

0.13%

Total non-performing assets to total loans and OREO

0.53%

0.42%

0.18%

11


NATIONAL BANK HOLDINGS CORPORATION

Key Metrics(1)

As of and for the three months ended

March 31, 

December 31, 

March 31, 

2024

2023

2023

Return on average assets

1.28%

1.33%

1.70%

Return on average tangible assets(2)

1.39%

1.44%

1.80%

Return on average equity

10.30%

11.10%

14.60%

Return on average tangible common equity(2)

15.14%

16.56%

20.86%

Loan to deposit ratio (end of period)

88.86%

94.00%

96.88%

Non-interest bearing deposits to total deposits (end of period)

26.92%

28.83%

38.53%

Net interest margin(3)

3.70%

3.88%

4.32%

Net interest margin FTE(2)(3)

3.78%

3.95%

4.39%

Interest rate spread FTE(2)(4)

2.81%

3.00%

3.83%

Yield on earning assets(5)

5.80%

5.84%

5.17%

Yield on earning assets FTE(2)(5)

5.88%

5.91%

5.24%

Cost of interest bearing liabilities

3.07%

2.91%

1.41%

Cost of deposits

2.15%

1.94%

0.58%

Non-interest income to total revenue FTE(2)

17.11%

14.98%

13.22%

Non-interest expense to average assets

2.56%

2.49%

2.46%

Efficiency ratio

61.77%

58.82%

53.21%

Efficiency ratio excluding other intangible assets amortization FTE(2)

58.82%

56.03%

51.30%

Pre-provision net revenue

$

38,890

$

43,470

$

51,262

Pre-provision net revenue FTE(2)

40,582

45,137

52,676

Total Loans Asset Quality Data(6)(7)(8)

Non-performing loans to total loans

0.47%

0.37%

0.13%

Non-performing assets to total loans and OREO

0.53%

0.42%

0.18%

Allowance for credit losses to total loans

1.29%

1.27%

1.23%

Allowance for credit losses to non-performing loans

272.52%

346.99%

946.40%

Net charge-offs to average loans

0.00%

0.02%

0.01%

                                                      

(1)

    

Ratios are annualized.

(2)

    

Ratio represents non-GAAP financial measure. See non-GAAP reconciliations starting on page 13.

(3)

Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.

(4)

    

Interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities.

(5)

Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.

(6)

Non-performing loans consist of non-accruing loans and modified loans on non-accrual.

(7)

Non-performing assets include non-performing loans and other real estate owned.

(8)

Total loans are net of unearned discounts and fees.

12


NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Tangible Common Book Value Ratios

March 31, 2024

December 31, 2023

March 31, 2023

Total shareholders' equity

$

1,231,830

$

1,212,807

$

1,133,727

Less: goodwill and other intangible assets, net

 

(362,709)

 

(364,716)

 

(325,828)

Add: deferred tax liability related to goodwill

 

12,539

 

12,208

 

11,212

Tangible common equity (non-GAAP)

$

881,660

$

860,299

$

819,111

Total assets

$

9,967,476

$

9,951,064

$

9,917,223

Less: goodwill and other intangible assets, net

 

(362,709)

 

(364,716)

 

(325,828)

Add: deferred tax liability related to goodwill

 

12,539

 

12,208

 

11,212

Tangible assets (non-GAAP)

$

9,617,306

$

9,598,556

$

9,602,607

Tangible common equity to tangible assets calculations:

Total shareholders' equity to total assets

12.36%

12.19%

11.43%

Less: impact of goodwill and other intangible assets, net

(3.19)%

(3.23)%

(2.90)%

Tangible common equity to tangible assets (non-GAAP)

9.17%

8.96%

8.53%

Tangible common book value per share calculations:

Tangible common equity (non-GAAP)

$

881,660

$

860,299

$

819,111

Divided by: ending shares outstanding

 

37,806,148

 

37,784,851

 

37,641,381

Tangible common book value per share (non-GAAP)

$

23.32

$

22.77

$

21.76

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

Tangible common equity (non-GAAP)

$

881,660

$

860,299

$

819,111

Accumulated other comprehensive loss, net of tax

 

80,209

 

76,401

 

78,627

Tangible common book value, excluding accumulated other comprehensive loss, net of tax (non-GAAP)

 

961,869

 

936,700

 

897,738

Divided by: ending shares outstanding

 

37,806,148

 

37,784,851

 

37,641,381

Tangible common book value per share, excluding accumulated other comprehensive loss, net of tax (non-GAAP)

$

25.44

$

24.79

$

23.85

13


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

March 31, 

    

December 31, 

    

March 31, 

2024

    

2023

    

2023

Net income

$

31,391

$

33,121

$

40,283

Add: impact of other intangible assets amortization expense, after tax

 

1,534

 

1,541

 

1,049

Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)

$

32,925

$

34,662

$

41,332

Average assets

$

9,888,261

$

9,889,054

$

9,619,456

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill

 

(351,383)

 

(353,712)

 

(315,493)

Average tangible assets (non-GAAP)

$

9,536,878

$

9,535,342

$

9,303,963

Average shareholders' equity

$

1,226,283

$

1,184,164

$

1,119,118

Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill

 

(351,383)

 

(353,712)

 

(315,493)

Average tangible common equity (non-GAAP)

$

874,900

$

830,452

$

803,625

Return on average assets

1.28%

1.33%

1.70%

Return on average tangible assets (non-GAAP)

1.39%

1.44%

1.80%

Return on average equity

10.30%

11.10%

14.60%

Return on average tangible common equity (non-GAAP)

15.14%

16.56%

20.86%

Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

As of and for the three months ended

March 31, 

December 31, 

March 31, 

2024

2023

2023

Interest income

$

131,732

    

$

134,703

    

$

113,533

Add: impact of taxable equivalent adjustment

 

1,692

 

1,667

 

1,414

Interest income FTE (non-GAAP)

$

133,424

$

136,370

$

114,947

Net interest income

$

84,030

$

89,501

$

94,889

Add: impact of taxable equivalent adjustment

 

1,692

 

1,667

 

1,414

Net interest income FTE (non-GAAP)

$

85,722

$

91,168

$

96,303

Average earning assets

$

9,127,330

$

9,147,977

$

8,902,740

Yield on earning assets

 

5.80%

 

5.84%

 

5.17%

Yield on earning assets FTE (non-GAAP)

 

5.88%

 

5.91%

 

5.24%

Net interest margin

 

3.70%

 

3.88%

 

4.32%

Net interest margin FTE (non-GAAP)

 

3.78%

 

3.95%

 

4.39%

Efficiency Ratio and Pre-Provision Net Revenue

As of and for the three months ended

    

March 31, 

    

December 31, 

    

March 31, 

    

2024

    

2023

    

2023

Net interest income

$

84,030

$

89,501

$

94,889

Add: impact of taxable equivalent adjustment

 

1,692

 

1,667

 

1,414

Net interest income FTE (non-GAAP)

$

85,722

$

91,168

$

96,303

Non-interest income

$

17,694

$

16,064

$

14,665

Non-interest expense

$

62,834

$

62,095

$

58,292

Less: other intangible assets amortization

(2,008)

 

(2,008)

 

(1,363)

Non-interest expense excluding other intangible assets amortization (non-GAAP)

$

60,826

$

60,087

$

56,929

Efficiency ratio

61.77%

58.82%

53.21%

Efficiency ratio excluding other intangible assets amortization FTE (non-GAAP)

58.82%

56.03%

51.30%

Pre-provision net revenue (non-GAAP)

$

38,890

$

43,470

$

51,262

Pre-provision net revenue, FTE (non-GAAP)

 

40,582

 

45,137

 

52,676

14