8-K
First Western Financial Inc (MYFW)
8-K
2021-07-30
For: 2021-07-30
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April 10, 2026
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): July 30, 2021
FIRST WESTERN FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| Colorado | 001-38595 | 37-1442266 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
| | | |
| 1900 16th Street, Suite 1200 | | |
| Denver , Colorado | | 80202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: ( 303 ) 531-8100
Former name or former address, if changed since last report: Not Applicable
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:
| ☒ | 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)) |
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. |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | **** | Trading Symbol | **** | Name of each exchange on which registered |
|---|---|---|---|---|
| Common Stock, no par value | | MYFW | | The Nasdaq Stock Market LLC |
Item 7.01Regulation FD Disclosure.
First Western Financial, Inc. (the “Company”) is furnishing investor presentation materials as Exhibit 99.1 to this Form 8-K, which may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, during the fiscal year ending December 31, 2021.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| <br><br> | | |
|---|---|---|
| Exhibit<br>Number | | Description |
| | ||
| 99.1<br><br> | First Western Financial, Inc. Investor Presentation<br><br><br><br> | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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, thereunto duly authorized.
| | | | |
|---|---|---|---|
| | | | FIRST WESTERN FINANCIAL, INC. |
| | | | |
| | | | |
| | Date: July 30, 2021 | | By: /s/ Scott C. Wylie |
| | | | Scott C. Wylie<br><br>Chairman, Chief Executive Officer and President |
| | | | |
| | | | |
3
Exhibit 99.1
| 1 | ||
|---|---|---|
| 2021 KBW Community Bank Investors Conference<br>August 2021 | ||
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| Safe Harbor<br>3<br>This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These<br>forward-looking statements reflect the current views of First Western Financial, Inc.’s (“First Western”) management with respect to, among other things, future events and First Western’s financial performance.<br>These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,”<br>“seek,” “estimate,” “intend,” “plan,” “project,” “future” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature.<br>These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about First Western’s industry, management’s beliefs and certain assumptions made by<br>management, many of which, by their nature, are inherently uncertain and beyond First Western’s control. Accordingly, First Western cautions you that any such forward-looking statements are not guarantees of<br>future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although First Western believes that the expectations reflected in these forward-looking statements are<br>reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Those following risks and uncertainties, among others,<br>could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: the COVID-19 pandemic and its effects; the occurrence of any event, change<br>or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Western and Teton Financial Services, the outcome of any legal<br>proceedings that may be instituted against First Western or Teton Financial Services, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may<br>result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approval or to satisfy any of the other conditions to the<br>transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the<br>integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Western and Teton Financial Services do business, the possibility that the transaction<br>may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential<br>adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, First Western’s ability to complete the acquisition and<br>integration of Teton Financial Services successfully, and the dilution caused by First Western’s issuance of additional shares of its common stock in connection with the transaction. Additional information regarding<br>these and other risks and uncertainties to which our business and future financial performance are subject is contained in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission<br>(“SEC”) on March 12, 2021 and other documents we file with the SEC from time to time. All subsequent written and oral forward-looking statements attributable to First Western or persons acting on First Western’s<br>behalf are expressly qualified in their entirety by this paragraph. Forward-looking statements speak only as of the date of this presentation. First Western undertakes no obligation to publicly update or otherwise<br>revise any forward-looking statements, whether as a result of new information, future events or otherwise (except as required by law).<br>Certain of the information contained herein may be derived from information provided by industry sources. The Company believes that such information is accurate and the sources from which it has been<br>obtained are reliable; however, the Company cannot guaranty the accuracy of such information and has not independently verified such information.<br>This presentation contains certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non-GAAP financial measures to GAAP financial<br>measures are provided at the end of this presentation. Numbers in the presentation may not sum due to rounding.<br>Our common stock is not a deposit or savings account. Our common stock is not insured by the Federal Deposit Insurance Corporation or any governmental agency or instrumentality.<br>This presentation is not an offer to sell any securities and it is not soliciting an offer to buy any securities in any state or jurisdiction where the offer or sale is not permitted. Neither the SEC nor any state securities<br>commission has approved or disapproved of the securities of the Company or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. Except as<br>otherwise indicated, this presentation speaks as of the date hereof. The delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the<br>Company after the date hereof.<br>Additional Information about the Acquisition and Where to Find It<br>In connection with the proposed acquisition, First Western will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the shares of First Western common<br>stock to be issued to the shareholders of Teton Financial Services. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of Teton Financial Services seeking<br>their approval of the acquisition and related matters. In addition, First Western may file other relevant documents concerning the proposed acquisition with the SEC.<br>SHAREHOLDERS OF TETON FINANCIAL SERVICESARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION<br>STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED ACQUISITION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST<br>WESTERN, TETON FINANCIAL SERVICES AND THE PROPOSED TRANSACTION.<br>Investors and shareholders may obtain free copies of these documents through the website maintained by the SEC at www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing<br>a request by telephone or mail to First Western Financial, Inc., 1900 16th Street , Suite 1200, Denver CO, 80202 , Attention: Investor Relations (telephone:(877) 505-1281), or by accessing First Western’s website at<br>www.myfw.com under “Investor Relations.” The information on First Western’s website is not, and shall not be deemed to be, a part of this release or incorporated into other filings it makes with the SEC.<br>Participants in the Solicitation<br>First Western, Teton Financial Services, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Teton Financial Services in<br>connection with the acquisition. Information about the directors and executive officers of First Western is set forth in the proxy statement for First Western’s 2021 annual meeting of shareholders filed with the SEC<br>on April 29, 2021. Additional information regarding the interests of these participants and other persons who may be deemed participants in the acquisition may be obtained by reading the proxy<br>statement/prospectus regarding the acquisition when it becomes available. | ||
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| Office Locations<br>4<br>An Emerging High Performing Institution<br>Overview<br>▪ Niche-focused regional wealth manager<br>built on a private trust bank platform<br>▪ Headquartered in Denver, Colorado and<br>positioned in desirable, affluent and high<br>growth markets<br>Target Market<br>▪ Households of $1+ million liquid net worth<br>▪ High net worth and high growth markets<br>▪ Colorado, Arizona, Wyoming, California<br>and Montana<br>Company<br>Highlights<br>Competitive<br>Advantage<br>(as of 6/30/21)<br>▪ Assets: $2.01 billion<br>▪ Total Loans: $1.62 billion<br>▪ Total Deposits: $1.68 billion<br>▪ AUM: $6.76 billion<br>(for the year ending 12/31/20)<br>▪ Loan Growth: 53.9%<br>▪ Deposit Growth: 49.1%<br>▪ Asset Growth: 57.7%<br>▪ ROAA: 1.48%<br>▪ Operates as one integrated firm, not silos<br>▪ Team approach benefits both clients and<br>First Western<br>▪ Local boutique private trust bank offices<br>with central product experts<br>First Western Financial, Inc. (FW)<br>Financial Holding Company<br>First Western Trust Bank<br>Colorado state chartered bank<br>(16 locations)<br>First Western Merger Corporation<br>State licensed insurance agency | ||
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| 5<br>Investment Highlights<br>Proven Execution<br>on Growth<br>Strategies<br>Attractive<br>Markets and<br>Business Model<br>Strong Earnings<br>Momentum<br>▪ Significant revenue growth driving improved operating leverage and higher profitability<br>▪ TBV/share(1) increased 25% in 2020<br>▪ Continued scale expected to drive further leverage and generate returns consistent with a high performing<br>institution over long term<br>▪ Pending acquisition of Teton Financial Services, Inc. provides additional catalyst for earnings growth in 2022<br>▪ Highly aligned with shareholder interests as insiders own ~22% of total shares outstanding<br>▪ Discounted valuation trading at just 1.5x TBV/share(2)<br>High Insider<br>Ownership and<br>Discounted<br>Valuation<br>▪ Track record of generating organic growth, expansion and acquisitions<br>▪ Total assets up 58% in 2020 with substantial increases in revenue and EPS<br>▪ Strengthening commercial banking platform creating more diverse loan portfolio and lower-cost deposit<br>base<br>▪ Rapidly growing institution operating in high growth markets<br>▪ Diverse sources of recurring fee income that represent 50%+ of total revenue<br>▪ Attractive, stable deposit base with noninterest-bearing and money market accounts comprising 83%<br>of total deposits<br>▪ Conservative underwriting and affluent client base results in exceptional asset quality with minimal credit losses<br>(1) See Non-GAAP reconciliation<br>(2) As of July 23, 2021 | ||
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| $4,556 $5,795<br>$7,602<br>$10,854<br>$37,745<br>$0<br>$5,000<br>$10,000<br>$15,000<br>$20,000<br>$25,000<br>$30,000<br>$35,000<br>$40,000<br>2016 2017 2018 2019 2020<br>2016-2020 Pre-Tax, Pre-Provision Income(1) ($000s)<br>6<br>Strong Operational and Financial Momentum<br>▪ Robust balance sheet growth<br>▪ Higher fee income driven by strengthened mortgage team<br>▪ Consistent new client acquisition activity driving growth in assets under management<br>▪ Highly leverageable operating platform driving improved efficiencies<br>▪ Outstanding asset quality and low credit costs<br>Drivers of Improved Performance<br>(1) See Non-GAAP reconciliation<br>2016-2020 Pre-Tax, Pre-Provision Income(1) ($000s) | ||
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| $9.19<br>$11.14 $11.50 $11.88 $12.38 $12.83 $13.15 $13.39 $14.13<br>$15.38<br>$16.44<br>$17.24 $17.98<br>$8.00<br>$10.00<br>$12.00<br>$14.00<br>$16.00<br>$18.00<br>$20.00<br>6/30/2018 9/30/2018 12/31/2018 3/31/2019 6/30/2019 9/30/2019 12/31/2019 3/31/2020 6/30/2020 9/30/2020 12/31/2020 3/31/2021 6/30/2021<br>MYFW TBV/Share<br>7<br>Improving Earnings Driving Outperformance<br>and Creating Shareholder Value<br>Discounted Valuation Provides Opportunity for Continued Outperformance as Multiple Expands<br>(1) See Non-GAAP reconciliation<br>(2) Source: S&P Global Market Intelligence (January 1, 2020 through July 23, 2021)<br>TBV/Share(1) Up 96% Since July 2018 IPO | ||
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| Franchise Overview<br>8 | ||
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| 9<br>Great Markets, Scarce Investment Opportunity<br>▪ Colorado (2020)<br>▪ #1 state for growth in personal income in 2019<br>▪ #3 best state for business (24/7 Wall Street)<br>▪ #3 best state for entrepreneurs and start-ups (Motley Fool)<br>▪ Denver, Colorado (2020)<br>▪ #3 hottest job market (Wall Street Journal)<br>▪ #5 fastest growing city (WalletHub)<br>▪ #1 most searched location for out-of-state movers (Apartment List)<br>▪ Fort Collins, CO (2019)<br>▪ #9 best performing city (Milken Institute)<br>▪ Manufacturing for Anheuser-Busch, Broadcom, Intel<br>▪ Phoenix, Arizona (2019)<br>▪ America’s fastest growing city three years in a row<br>▪ 7.9% population growth from 2015 - 2019<br>As of March 31, 2021 Current Ownership Total Assets<br>($bn)<br>FirstBank Private 24.4<br>NBH Bank Public (NYSE: NBHC) 6.7<br>Bank of Colorado Private (Sub. Of Pinnacle<br>Bancorp-NE) 5.6<br>Alpine Bank Private 5.2<br>Sunflower Bank Private 5.0<br>ANB Bank Private 3.3<br>Citywide Banks HTLF (Acquired in 2017) 2.6<br>First Western Trust Bank Public (Nasdaq: MYFW) 2.2<br>Denver, CO<br>55%<br>Phoenix, AZ<br>15%<br>Fort Collins,<br>CO<br>14%<br>Boulder, CO<br>12%<br>Glenwood<br>Springs, CO<br>2%<br>Jackson, WY<br>2%<br>Deposits by State<br>Colorado 83%<br>Arizona 15%<br>Wyoming 2%<br>MSA State Market<br>Share<br>Projected % Change<br>in HHI (2021-2026) (3)<br>Denver-Aurora-Lakewood CO 0.73 11.0<br>Fort Collins CO 2.03 13.45<br>Phoenix-Mesa-Scottsdale AZ 0.15 13.18<br>Boulder CO 1.40 11.41<br>Jackson WY/ID 1.12 8.50<br>Glenwood Springs CO 0.80 8.82<br>National Average 9.01<br>(1) Source: 2020 Downtown Denver Partnership Report; Ft. Collins Chamber of Commerce; City of Phoenix<br>(2) Source: S&P Global Market Intelligence as of 06/30/2020.<br>(3) Percentage growth in household income (HHI).<br>First Western Market Favorability (1) Deposits by MSA (2)<br>MYFW is 2nd Largest Publicly Held CO Chartered Bank Small Market Share Provides Large Growth Opportunity | ||
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| 10<br>MYFW: Our Five Core Strengths<br>Differentiated,<br>Proven in the<br>Marketplace<br>Built-in<br>Operating<br>Leverage<br>Highly Desirable<br>Recurring Fee<br>Income<br>Experienced,<br>Tested Team<br>Unique<br>Opportunity for<br>Investors<br>▪ Niche-focused franchise headquartered in Denver, Colorado<br>▪ Well-positioned in many attractive markets in Arizona, California, Colorado and Wyoming<br>▪ Specialized central expertise to compete with siloed national, regional firms<br>▪ Delivered through local, boutique trust banking teams so clients “owned” by MYFW, not associates<br>▪ Strong profit center margins at maturity, growth opportunities in current and new markets<br>▪ Revenue growth in both fee income and net interest income, with neutral balance sheet<br>▪ Scalable, leverageable high fixed cost, low variable cost Product and Support Centers<br>▪ Operating expense investment already in place for growth and expansion<br>▪ ~50% fee income, consistently through MYFW’s history<br>▪ Primarily recurring trust and investment management (“TIM”) fees<br>▪ Low risk, “sticky” wealth/trust business with comprehensive product offering<br>▪ Multiple entry points with ConnectView® – proprietary review process to service, cross-sell<br>▪ At critical mass but small market share, many current and new market opportunities<br>▪ Proven ability to expand: (1) Organically, (2) By expansion and (3) By acquisition<br>▪ Few large Colorado bank alternatives for investors and clients, creating lift-out opportunities<br>▪ Attractive revenue and earnings growth story trading at discounted valuation<br>▪ Executives are major bank/professional firm trained, with deep relationships in communities<br>▪ Achieved growth through business and economic cycles, capital constraints<br>▪ Healthy relationship with all regulators with strong risk management culture<br>▪ CEO with proven track record for creating value in previous bank ownership | ||
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| ▪ Corporate loans to match specific needs<br>▪ Well-versed in working with complex cash flows and business models<br>▪ Customized treasury management products and services<br>11<br>Cross-Selling a Diverse Set of Products and Services<br>Commercial<br>Banking<br>▪ Fiduciary wealth management with expert review of client objectives, creating solutions<br>▪ Irrevocable life insurance trust, conservatorship, successor trustee, directed custodial trusteeship<br>▪ WY tax-exempt asset protection, special needs trusts, escrow services, family office services<br>▪ Provide a broad range of asset and sub asset classes, with automated tax and basis management<br>▪ Create unique solutions through internal research, proprietary and third-party investment options<br>▪ Central team creates the platform for Portfolio Managers to service clients, manage accounts<br>▪ Wealth planning with specialized services (e.g. philanthropic)<br>▪ Proprietary ConnectView® approach, with access to CFPs, CPAs and estate planning attorneys<br>▪ Charitable giving tax strategies, deferred-compensation plans, life insurance, key person insurance<br>▪ Mortgage banking specializing in purchase money, high net worth lending<br>▪ Underwritten to Fannie Mae and Freddie Mac guidelines<br>▪ Targeted portfolio lending and secondary sales<br>▪ Retirement plan consultants partnering with businesses to sponsor retirement plans<br>▪ Creative corporate retirement plan design, analysis solutions, fiduciary liability management<br>▪ ERISA compliance and education<br>Retirement /<br>401(k)<br>Plan Consulting<br>Residential<br>Mortgage<br>Lending<br>Wealth Planning<br>Investment<br>Management<br>Trust<br>Our local profit centers team with specialized product experts through ConnectView®, with many points of entry | ||
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| $49.7<br>$54.3 $55.2 $57.8<br>$64.3<br>$97.3<br>$0.0<br>$10.0<br>$20.0<br>$30.0<br>$40.0<br>$50.0<br>$60.0<br>$70.0<br>$80.0<br>$90.0<br>$100.0<br>FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020<br>Net Interest Income<br>Non-Interest Income, excluding net gain/(loss) on sale of securities and assets<br>12<br>High Quality Revenues with<br>Predictable Sources of Recurring Income<br>Net Interest<br>Income<br>$46.1<br>47%<br>Mortgage<br>$29.3<br>30%<br>Bank<br>Fees<br>$1.3<br>1%<br>Insurance<br>$1.2<br>1%<br>Other<br>$0.4<br>1%<br>Trust &<br>Advisory<br>$19.0<br>20%<br>($ in millions)<br>Note: As of or for the period ended December 31, 2020. Totals may not add up due to rounding.<br>($ in millions)<br>FY 2020 Revenue Mix Gross Revenue(1)<br>(1) See Non-GAAP reconciliation | ||
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| 13<br>Private Bank Model Generates Strong Fee Income<br>Half of Operating Revenue Generated by Fee Income<br>63.7%<br>52.6%<br>43.4% 43.1%<br>35.6%<br>32.5% 30.8%<br>28.5% 27.9% 27.6% 26.8%<br>24.7% 24.6%<br>21.8%<br>16.6%<br>0.0%<br>10.0%<br>20.0%<br>30.0%<br>40.0%<br>50.0%<br>60.0%<br>70.0%<br>ALRS MYFW WASH UMBF BMTC PGC UVSP BPFH TSC SYBT CFR CATC TMP FFWM FRC<br>Noninterest Income/Operating Revenue Peer Average<br>Source: S&P Global Market Intelligence (for the 12 months ended December 31, 2020) | ||
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| Driving Profitable Growth<br>14 | ||
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| 15<br>Success in Expansion and Acquisition Growth<br>2006 – 2010 (3)<br>▪ Boulder, CO<br>▪ Century City, CA<br>▪ Scottsdale, AZ<br>2011 – 2015 (6)<br>▪ Aspen, CO<br>▪ DTC/Cherry Hills, CO<br>▪ Fort Collins, CO<br>▪ Jackson Hole, WY<br>▪ Laramie, WY<br>▪ Phoenix, AZ<br>2016 – 2020 (4)<br>▪ Broomfield, CO (2021)<br>▪ Greenwood Village, CO<br>▪ Lone Tree, CO<br>▪ Vail Valley, CO<br>2002 – 2005 (3)<br>▪ Cherry Creek, CO<br>▪ Denver, CO<br>▪ Northern Colorado, CO<br>2002 – 2005 (5)<br>▪ Westcor Insurance Group, Inc.<br>▪ Poudre River Valley Trust Co.<br>▪ Sprout & Associates, Inc.<br>▪ Sterling Partners<br>▪ Silversmith Financial Corp<br>2006 – 2010 (4)<br>▪ Reber/Russell Company<br>▪ Ryder, Stilwell Inc.<br>▪ Asset Purchase – Financial<br>Management Advisors, LLC<br>▪ Asset Purchase – GKM<br>Advisors, LLC<br>2011 – 2015 (1)<br>▪ Trust Department<br>Assets – First<br>National Bank of<br>Wyoming<br>2016 – 2020 (2)<br>▪ Asset Purchase – EMC<br>Holdings, Inc.<br>▪ Branch Purchase &<br>Assumption from<br>Simmons Bank<br>Office Openings<br>Acquisitions<br>2002<br>2021<br>3<br>5<br>6<br>9<br>12<br>10<br>16<br>12<br>## Total Acquisitions Total Offices<br>18<br>13<br>2021 (1)<br>▪ Teton Financial<br>Services, Inc.<br>2021 (3)(1)<br>▪ Jackson Hole, WY<br>▪ Pinedale, WY<br>▪ Rock Springs, WY<br>(1) Added through the Teton Financial Services, Inc. acquisition. Jackson Hole offices are<br>expected to be consolidated | ||
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| 16<br>Revenue Growth Strategies<br>Expand<br>commercial loan<br>production<br>platform<br>▪ Building expertise in specific vertical markets, e.g. medical and dental practices<br>▪ Capitalize on growing reputation to attract additional experience commercial banking talent<br>Expand into new<br>markets with<br>attractive<br>demographics<br>▪ Vail Valley office opened in 2019<br>▪ Lone Tree office opened in 2020<br>▪ Built team and revenue base to open office in Broomfield, CO in 2Q21<br>Continue<br>growing<br>Mortgage<br>business<br>▪ MLO count increased 24% in 2019<br>▪ Added mortgage operations depth, capital markets capabilities in 2020<br>▪ Continuing to attract proven MLOs to increase market share<br>Execute on low-<br>risk strategic<br>transactions that<br>add value to the<br>MYFW franchise<br>▪ Execute on minimally dilutive acquisitions<br>▪ Leverage infrastructure through branch acquisition transactions<br>▪ Proactive expansion, acquisition team | ||
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| 17<br>Accelerating Business Development Trends<br>Capital raised in July 2018 IPO has allowed for increased business development activities<br>$227.9<br>$268.2<br>$225.6<br>$317.9<br>$691.7<br>$0.0<br>$100.0<br>$200.0<br>$300.0<br>$400.0<br>$500.0<br>$600.0<br>$700.0<br>2016 2017 2018 2019 2020<br>$44.0<br>$62.2<br>$121.6<br>$149.0<br>$467.9<br>$0.0<br>$100.0<br>$200.0<br>$300.0<br>$400.0<br>$500.0<br>2016 2017 2018 2019 2020<br>(1) Excluding PPP loans<br>(2) Excluding acquired deposits<br>(in millions) (in millions)<br>New Loan Production(1) Net Deposit Growth(2) | ||
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| 18<br>Increased Scale and Back-Office Streamlining<br>Driving Improved Efficiencies<br>90.4%<br>88.2%<br>85.4%<br>80.6%<br>60.5%<br>50.0%<br>60.0%<br>70.0%<br>80.0%<br>90.0%<br>2016 2017 2018 2019 2020<br>(1) See Non-GAAP reconciliation<br>Efficiency Ratio(1) | ||
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| ▪ During 2020, expanded commercial banking team and added construction lending expertise<br>▪ Increase in commercial banking clients contributing to growth in total loans and low-cost deposits while<br>improving overall diversification<br>▪ Stronger commercial banking platform complements private banking and expanded mortgage<br>capabilities to create a more valuable franchise with additional catalysts for future growth<br>19<br>Commercial Banking Driving Growth<br>$837<br>$958 $977<br>$1,213<br>$1,055<br>$400<br>$600<br>$800<br>$1,000<br>$1,200<br>$1,400<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>$785<br>$830<br>$908<br>$871<br>$975<br>$400<br>$600<br>$800<br>$1,000<br>$1,200<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>(1) Reflects loans to commercial borrowers across all loan categories excludes SBA PPP loan balances due<br>to their short-term nature.<br>(in millions) (in millions)<br>Up 24% Year-Over-Year Up 26% Year-Over-Year<br>Total Commercial Loans(1) Total Commercial Deposits | ||
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| 20<br>Non-Mortgage Segment Earnings<br>(1) See Non-GAAP reconciliation<br>$0.40 $0.32<br>$0.67 $0.73<br>$0.85<br>$1.44<br>$1.61<br>$0.89<br>$0.99 $1.00<br>$0.00<br>$0.50<br>$1.00<br>$1.50<br>$2.00<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Non-Mortgage Segment Consolidated<br>▪ Non-mortgage segment earnings reflects contribution of private banking, commercial banking,<br>and trust and investment management business lines<br>▪ Growth in private banking, commercial banking, and TIM businesses replacing earnings generated<br>by mortgage segment in 2020 and creating sustainable path to higher profitability over long-term<br>Non-Mortgage Segment Diluted Pre-Tax Earnings Per Share(1) | ||
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| Recent Financial Trends<br>21 | ||
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| 22<br>Overview of 2Q21<br>Increasing Loan<br>Growth and<br>Reduction in<br>Excess Liquidity<br>Earnings Growth<br>and<br>Higher Returns<br>Growth in Private<br>and Commercial<br>Banking Driving<br>Improved<br>Profitability<br>▪ Excluding mortgage business, gross revenue increased 27% over prior year, while non-interest expense<br>increased just 7%<br>▪ Balance sheet growth driving significant operating leverage and higher profitability<br>▪ New client additions and growth in AUM resulted in 9% growth in trust and investment management<br>fees over prior year, despite sale of Los Angeles Fixed Income Team during 4Q20<br>▪ Non-performing assets declined to 0.16% of total assets from 0.18% at end of prior quarter<br>▪ History of exceptionally low charge-offs continues<br>Asset Quality<br>Remains<br>Exceptional<br>▪ Total loans held for investment, excluding PPP loans, increased 34% annualized from prior quarter<br>▪ Well balanced production across the portfolio<br>▪ Intentional run-off of higher-cost, non-relationship deposit accounts to reduce excess liquidity and<br>support net interest margin<br>▪ Net income available to common shareholders of $6.3 million, or $0.76 diluted EPS, up from $6.0 million, or<br>$0.74 diluted EPS, in 1Q21<br>▪ Return on average assets of 1.22%, up from 1.16% in 1Q21<br>▪ Return on average shareholders’ equity of 15.17%, up from 14.95% in 1Q21 | ||
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| 23<br>Net Income Available to Common Shareholders<br>and Earnings per Share<br>▪ Net income of $6.3 million, or $0.76 diluted earnings per share, in 2Q21<br>▪ Strong profitability results in 3.6% and 4.3% increase in book value per share and tangible book value per<br>share(1), respectively, from 1Q21<br>$245<br>$8,941<br>$9,630<br>$4,874<br>$5,999 $6,277<br>$0<br>$2,000<br>$4,000<br>$6,000<br>$8,000<br>$10,000<br>$12,000<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Net Income Adjustments to Net Income<br>(1) $0.03<br>$1.13<br>$1.21<br>$0.61<br>$0.74 $0.76<br>$0.00<br>$0.20<br>$0.40<br>$0.60<br>$0.80<br>$1.00<br>$1.20<br>$1.40<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Net Income Adjustments to Net Income<br>(1)<br>(1) See Non-GAAP reconciliation<br>Net Income Available to Common Shareholders Diluted Earnings per Share | ||
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| 24<br>Loan Portfolio<br>▪ Total loans HFI increased $26.2 million, or 1.7% from<br>prior quarter<br>▪ Excluding PPP loans, total loans HFI increased $113.6<br>million, or 8.4% from prior quarter<br>▪ Forgiveness of PPP loans drove decline in Cash,<br>Securities and Other portfolio<br>▪ Loan production returns to normalized levels with<br>balanced contributions across the portfolio<br>▪ Decline in payoffs helps drive higher loan growth<br>2Q 2020 1Q 2021 2Q 2021<br>Cash, Securities and Other $371,111 $363,155 $290,907<br>Construction and Development 74,793 110,024 127,141<br>1-4 Family Residential 418,409 452,591 496,101<br>Non-Owner Occupied CRE 229,150 317,457 324,493<br>Owner Occupied CRE 117,426 161,787 178,847<br>Commercial and Industrial 213,271 141,770 155,526<br>Total Loans HFI $1,424,160 $1,546,784 $1,573,015<br>Mortgage loans held-for-sale (HFS) 69,604 176,644 48,563<br>Total Loans $1,493,764 $1,723,428 $1,621,578<br>$191.7<br>$1.8<br>$78.9<br>$5.0<br>$119.0<br>$142.1<br>$201.1<br>$65.7<br>$137.5<br>$71.8 $83.2<br>$128.1 $122.6<br>$91.5<br>$48.7 $30.5<br>$91.4<br>$0<br>$50<br>$100<br>$150<br>$200<br>$250<br>2Q20 3Q20 4Q20 1Q21 2Q21<br>PPP Production⁽¹⁾ Production Net Loan Payoffs PPP Forgiveness<br>(in millions)<br>$1,337<br>$1,558 $1,644<br>$1,731 $1,660 $1,723<br>$1,622<br>$0<br>$200<br>$400<br>$600<br>$800<br>$1,000<br>$1,200<br>$1,400<br>$1,600<br>$1,800<br>$2,000<br>2Q20 3Q20 4Q20 1Q21 2Q21 1Q21 2Q21<br>HFI HFS (1) Bank originated<br>(2) Excludes deferred (fees) costs, and amortized premium/(unaccreted discount), net<br>($ in thousands, as of quarter end)<br>Loan Portfolio Composition(2)<br>Loan Portfolio Details Loan Production & Net Loan Payoffs<br>Total Loans(2)<br>Average Period End | ||
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| 25<br>Total Deposits<br>▪ Total deposits decreased $128.8 million from end of prior quarter<br>▪ Decrease in deposits partially resulting from seasonal outflow related to tax payments and a<br>decline in PPP-related deposits<br>▪ Excess liquidity funded the intentional reduction of higher-cost, non-relationship deposits (public<br>funds) that will support net interest margin<br>2Q 2020 1Q 2021 2Q 2021<br>Money market deposit accounts $759,997 $918,940 $840,073<br>Time deposits 152,897 157,072 137,499<br>NOW 88,560 130,540 141,076<br>Savings accounts 7,415 7,885 5,299<br>Noninterest-bearing accounts 398,063 593,388 555,106<br>Total Deposits $1,406,932 $1,807,825 $1,679,053<br>$1,309<br>$1,463<br>$1,577<br>$1,721 $1,705<br>$1,808<br>$1,679<br>$0<br>$200<br>$400<br>$600<br>$800<br>$1,000<br>$1,200<br>$1,400<br>$1,600<br>$1,800<br>$2,000<br>2Q20 3Q20 4Q20 1Q21 2Q21 1Q21 2Q21<br>Average Period End<br>($ in millions)<br>Deposit Portfolio Composition Total Deposits | ||
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| 26<br>Trust and Investment Management<br>▪ Total assets under management increased $276.5 million from March 31, 2021 to $6.76 billion at June<br>30, 2021<br>▪ The increase in asset balances were driven by both account additions and new account growth as well<br>as the continued improvement in market valuations<br>$5,752<br>$6,131 $6,255<br>$6,486 $6,762<br>$0<br>$1,000<br>$2,000<br>$3,000<br>$4,000<br>$5,000<br>$6,000<br>$7,000<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Investment Agency Managed Trust 401(k)/Retirement Directed Trust Custody<br>(in millions, as of quarter end)<br>Total Assets Under Management | ||
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| (1) All numbers represented do not include the impact of taxes<br>(2) The deferred loan origination expenses are recorded in non-interest expenses (Salaries and Benefits) and amortized through net interest income<br>(3) Includes $3.0 million in SBA fee income less $0.9 million of deferred loan origination expense<br>Paycheck Protection Program Overview<br>Impact on 2Q21 Financials (1)<br>($ in Millions)<br>Net Interest Income<br>Amortization of SBA fee income and deferred loan origination<br>expense (2) $1.2<br>Interest income from PPP loans, less PPPLF funding cost $0.3<br>Net Interest Income $1.5<br>Net Interest Margin Impact 7 bps<br>($ in Millions) As of 6/30/21<br>Total Loans (existing PPP) $103.1<br>Total Loans Forgiven $177.4<br>PPPLF advances $105.8<br>Remaining Fees to be Recognized<br>Pre-Tax(3) $2.1 | ||
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| (1) See Non-GAAP reconciliation<br>(2) Gross Revenue for Capital Management includes amounts for the fourth quarter of 2020 through the completion of the sale of the LA Fixed<br>Income Team on November 16, 2020. Financial results after that date for the unsold portion are presented in Wealth Management. 28<br>Gross Revenue<br>▪ Gross revenue(1) unchanged from 1Q21<br>▪ Increase in net interest income and trust and investment management fees offset by lower net gain on<br>mortgage loans<br>Non-interest<br>Income<br>$9,498 Net Interest<br>Income<br>$14,223<br>40.0%<br>60.0%<br>$26.2<br>$31.0<br>$23.4 $23.7 $23.7<br>$0.0<br>$5.0<br>$10.0<br>$15.0<br>$20.0<br>$25.0<br>$30.0<br>$35.0<br>Q2 2020 Q3 2020 Q4 2020⁽²⁾ Q1 2021 Q2 2021<br>Wealth Management Capital Management Mortgage<br>(in millions)<br>2Q21 Gross Revenue(1) Gross Revenue(1) | ||
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| 29<br>Net Interest Income and Net Interest Margin<br>▪ Net interest income increased 9.0% from 1Q21, primarily due to higher PPP-related fees and<br>higher average balances of non-PPP loans<br>▪ Net interest margin, including PPP and purchase accretion, increased 11 bps to 3.01%<br>▪ Net interest margin, excluding PPP and purchase accretion(1), was unchanged from 1Q21 at 2.88%<br>Cost of funds decreased 3 bps to 0.28% in 2Q21 from 0.31% in 1Q21<br>▪ Net interest margin expected to be flat to slightly higher over 2Q21 as excess liquidity is utilized to<br>fund increased loan growth<br>$10,796<br>$12,918 $13,457 $13,053<br>$14,223<br>$0<br>$2,000<br>$4,000<br>$6,000<br>$8,000<br>$10,000<br>$12,000<br>$14,000<br>$16,000<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>3.10% 3.07% 3.07%<br>2.88% 2.88%<br>3.22% 3.23% 3.10%<br>2.90% 3.01%<br>0.00%<br>0.50%<br>1.00%<br>1.50%<br>2.00%<br>2.50%<br>3.00%<br>3.50%<br>4.00%<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Net Interest Margin Adjusted Net Interest Margin<br>(1) (1)<br>(1)<br>(in thousands)<br>(1) See Non-GAAP reconciliation<br>Net Interest Income Net Interest Margin<br>(1) (1) | ||
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| 30<br>Non-Interest Income<br>▪ Non-interest income decreased 10.5% from 1Q21<br>▪ Decreased net gain on mortgage loans partially offset by higher trust and investment management<br>fees<br>▪ Trust and investment management fees up 9% over 2Q20, despite loss of approximately $0.4 million<br>in fees per quarter related to LA Fixed Income Team sold in 4Q20<br>$15,427<br>$18,032<br>$9,954 $10,615<br>$9,498<br>$0<br>$5,000<br>$10,000<br>$15,000<br>$20,000<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Trust and Investment Management Fees Net Gain on Mortgage Loans<br>Bank Fees Risk Management and Insurance Fees<br>Income on Company-Owned Life Insurance Other<br>$4,609<br>$4,814 $4,868 $4,847<br>$5,009<br>$4,000<br>$4,200<br>$4,400<br>$4,600<br>$4,800<br>$5,000<br>$5,200<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>(in thousands) (in thousands)<br>Total Non-Interest Income Trust and Investment Management Fees | ||
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| 31<br>Mortgage Operations<br>▪ Mortgage locks down 38% from prior quarter reflects<br>decreased inventory and refi slow down<br>▪ Refi/Purchase mix of 49/51% in 2Q21 compared to 77/23%<br>in 1Q21 and 67/33% in 4Q20<br>▪ Profit margin down 10% due to decreased volume<br>$344.3<br>$376.3<br>$414.5<br>$490.8<br>$319.7<br>$37.2 $41.9 $32.4 $33.9 $41.2<br>$0<br>$100<br>$200<br>$300<br>$400<br>$500<br>$600<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Originations for Sale Originations for Porfolio<br>$417.1<br>$718.8<br>$376.6 $359.4<br>$223.2<br>$0<br>$100<br>$200<br>$300<br>$400<br>$500<br>$600<br>$700<br>$800<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>(in millions)<br>$8.3<br>$10.2<br>$1.7 $2.1<br>$1.2<br>$10.2<br>$12.3<br>$4.3<br>$5.2<br>$3.9<br>81% 83%<br>40% 41%<br>31%<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Net Income Revenue Profit Margin<br>(in millions)<br>Mortgage Originations<br>Mortgage Details Net Income, Revenue and Profit Margin<br>Mortgage Loan Locks | ||
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| 32<br>Non-Interest Expense and Efficiency Ratio<br>▪ Non-interest expense declined 0.7% from 1Q21<br>▪ Decline in non-interest expense drives improvement in operating efficiency ratio compared to 1Q21<br>$323<br>$12,321<br>$16,632 $15,614 $15,629 $15,521<br>$0<br>$2,000<br>$4,000<br>$6,000<br>$8,000<br>$10,000<br>$12,000<br>$14,000<br>$16,000<br>$18,000<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Non-Interest Expense Adjustments to Non-Interest Expense<br>(1)<br>(1)<br>48.2%<br>53.4%<br>66.6% 66.0% 65.4%<br>0%<br>20%<br>40%<br>60%<br>80%<br>100%<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>(1) See Non-GAAP reconciliation<br>Total Non-Interest Expense Operating Efficiency Ratio(1)<br>(in thousands) | ||
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| 33<br>Asset Quality<br>▪ Positive asset quality trends across the portfolio<br>▪ Non-performing assets decreased by $0.9 million, and declined as a percentage of total assets to<br>0.16% from 0.18% in 1Q21<br>▪ Immaterial net charge-offs again in the quarter<br>▪ ALL/Adjusted Total Loans(1) decreased to 0.93% in 2Q21 from 1.01% in 1Q21, consistent with strong<br>asset quality trends<br>0.67%<br>0.53%<br>0.22% 0.18% 0.16%<br>0.00%<br>0.20%<br>0.40%<br>0.60%<br>0.80%<br>1.00%<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>0.00% 0.00% 0.00% 0.00% 0.00%<br>0.00%<br>0.20%<br>0.40%<br>0.60%<br>0.80%<br>1.00%<br>Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021<br>Non-Performing Assets/Total Assets Net Charge-Offs/Average Loans<br>(1) Adjusted Total Loans – Total Loans minus PPP loans and acquired Loans; see non-GAAP reconciliation | ||
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| 34<br>Capital and Liquidity Overview<br>10.68% 10.68%<br>13.45%<br>7.75%<br>0.00%<br>2.00%<br>4.00%<br>6.00%<br>8.00%<br>10.00%<br>12.00%<br>14.00%<br>16.00%<br>Tier 1 Capital to<br>Risk-Weighted<br>Assets<br>CET1 to Risk-<br>Weighted Assets<br>Total Capital to<br>Risk-Weighted<br>Assets<br>Tier 1 Capital to<br>Average Assets<br>Liquidity Funding Sources (as of 6/30/21)<br>Liquidity Reserves:<br>Total Available Cash $ 288,187<br>Unpledged Investment Securities 16,679<br>Borrowed Funds:<br>Unsecured:<br>Credit Lines 54,000<br>Secured:<br>FHLB Available 457,680<br>FRB Available 630<br>Brokered Remaining Capacity 302,739<br>Total Liquidity Funding Sources $ 1,119,915<br>Loan to Deposit Ratio 93.6%<br>$91,662<br>$104,411<br>$130,704<br>$143,736<br>$11.50<br>$13.15<br>$16.44<br>$17.98<br>$10.00<br>$12.00<br>$14.00<br>$16.00<br>$18.00<br>$20.00<br>$60,000<br>$80,000<br>$100,000<br>$120,000<br>$140,000<br>$160,000<br>4Q18 4Q19 4Q20 2Q21<br>TCE TBV/Share<br>(in thousands)<br>(1) See Non-GAAP reconciliation<br>Consolidated Capital Ratios (as of 6/30/21)<br>Tangible Common Equity / TBV per Share(1)<br>(in thousands) | ||
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| Acquisition of Teton Financial Services, Inc.<br>35 | ||
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| 36<br>Expansion Into a Growing Wyoming Region<br>Strategic Rationale<br>▪ Acquisition of Teton Financial Services, Inc., holding company for Rocky Mountain Bank, creates<br>a $2.4 billion financial institution with $1.9 billion in gross loans, $2.1 billion in deposits, and $7.2<br>billion in assets under management<br>▪ Expands First Western’s footprint / market share in Wyoming<br>– Wyoming demographics and business landscape aligns with First Western’s business model<br>with favorable trust, estate and tax laws<br>– Ability to consolidate two Jackson Hole offices, and provide an attractive base for expansion<br>into Pinedale and Rock Springs<br>▪ Complementary asset / liability mix and further diversification of First Western’s loan portfolio<br>▪ Improves operating leverage and provides additional financial resources to execute First<br>Western’s strategic plan<br>– Enhances revenue generation (not modeled) through diversification of lending revenues and<br>robust cross-selling opportunities<br>– Low-cost core deposits and higher yielding loans strengthen NIM and earnings<br>Enhances Shareholder /<br>Stakeholder Value<br>▪ 5.2% accretive to 2022 EPS(1) (7.4% accretive assuming fully phased-in cost savings)<br>▪ 0.4% dilutive to tangible book value with a short earnback period of 0.4 years using the<br>crossover method<br>▪ >20% internal rate of return<br>▪ Improves scale, profitability and liquidity<br>▪ Opportunity to retain talented banking professionals with an established presence in Wyoming<br>▪ Enhances capabilities to support local communities<br>(1) Assumes 75% phase-in of cost savings in 2022 | ||
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| 37<br>Teton Financial Services, Inc. Overview<br>Company Overview Key Bank Level Financial Highlights<br>▪ Holding company for Rocky Mountain Bank<br>▪ Operates out of three branches in Jackson Hole, Pinedale and Rock<br>Springs<br>▪ Primarily focused on real estate and C&I lending within the<br>Wyoming region<br>▪ Offers trust / wealth management expertise in Wyoming’s favorable<br>trust environment<br>▪ Attractive low-cost deposit franchise with 94% core deposits(1)<br>▪ Double digit CAGR in loans and deposits (2013 – 2020)<br>▪ Bank level headquarters: Jackson, WY<br>▪ Year established: 1983<br>For the quarter ended March 31, 2021<br>Deposit Market Share by County<br>Median HH Deposit Deposit<br>Market Pop. Income Deposits Branches Mkt. Share Mkt. Rank<br>Market (#) ($) ($mm) (#) (%) (#)<br>Teton, WY 23,703 98,623 174.3 1 6.4 6<br>Sublette, WY 9,771 78,347 85.2 1 26.1 2<br>Sweetwater, WY 41,651 76,181 83.1 1 8.2 5<br>Total / Average 75,125 78,347 342.5 3 --<br>Balance Sheet ($mm)<br>Total Assets 429.2 $<br>Gross Loans 274.9<br>Total Deposits 384.6<br>Total Equity 42.0<br>Profitability / Rates (%)<br>Net Income ($000s) 1,379 $<br>Return on Average Assets 1.32<br>Return on Average Equity 13.33<br>Net Interest Margin 3.08<br>Efficiency Ratio 52.9<br>Yield on Total Loans 4.79<br>Cost of Total Deposits 0.22<br>Balance Sheet Ratios / Capital (%)<br>Gross Loans / Deposits 71.5<br>TCE / TA 9.33<br>Leverage Ratio 9.54<br>Tier 1 Capital Ratio 15.33<br>TRBC Ratio 16.60<br>Asset Quality (%)<br>NPAs (excl. TDRs) / Assets 0.00<br>NPAs / Loans & OREO 0.03<br>NCOs / Avg. Loans 0.21<br>LLR / Gross Loans 2.02<br>Source: S&P Global and FDIC Summary of Deposits<br>Note: Deposit market share data as of June 30, 2020<br>(1) Core deposits equal to total deposits less time deposits greater than $100,000<br>• Teton Financial Services, Inc. (3)<br>Jackson Hole<br>Pinedale<br>Rock Springs<br>Laramie<br>Denver<br>Fort Collins<br>• MYFW CO and WY Branches (10)<br>• Teton Financial Services, Inc. (3) | ||
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| 38<br>Pro Forma Loan and Deposit Composition<br>Loan Composition<br>Deposit Composition<br>First Western Financial, Inc. Teton Financial Services, Inc. (1) Pro Forma<br>+ =<br>+ =<br>Total Deposits: $1,807,825 Total Deposits: $384,600 Total Deposits: $2,192,425<br>Cost of Deposits: 0.23% Cost of Deposits: 0.22% Cost of Deposits: 0.23%<br>Loans / Deposits: 95.2% Loans / Deposits: 71.5% Loans / Deposits: 91.0%<br>Gross Loans: $1,720,171 Gross Loans: $274,939 Gross Loans: $1,995,110<br>Yield on Loans: 3.58% Yield on Loans: 4.79% Yield on Loans: 3.74%<br>C&D<br>6%<br>C&I<br>24%<br>Res. RE<br>32%<br>OO CRE<br>10%<br>NOO CRE<br>15% Multifamily<br>4%<br>Consumer<br>& Other<br>9%<br>C&D<br>10%<br>C&I<br>26%<br>Res. RE<br>25%<br>OO CRE<br>10%<br>NOO CRE<br>15% Multifamily<br>2%<br>Consumer<br>& Other<br>12%<br>C&D<br>7%<br>C&I<br>24%<br>Res. RE<br>31%<br>OO CRE<br>10%<br>NOO CRE<br>15% Multifamily<br>4%<br>Consumer &<br>Other<br>9%<br>DDA<br>33%<br>NOW & Other<br>7%<br>MMDA & Sav.<br>51%<br>Retail Time<br>5%<br>Jumbo Time<br>4%<br>DDA<br>12%<br>NOW & Other<br>8%<br>MMDA & Sav.<br>71% Retail Time<br>8%<br>Jumbo Time<br>1%<br>DDA<br>29%<br>NOW & Other<br>7%<br>MMDA & Sav.<br>55%<br>Retail Time<br>5%<br>Jumbo Time<br>4%<br>Source: S&P Global. Financial data as of March 31, 2021<br>Note: Pro forma excludes purchase accounting adjustments<br>(1) Bank level regulatory data | ||
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| 39<br>Transaction Structure<br>Consideration<br>▪ 0.0466 shares of First Western and $0.39 in cash for each share of Teton Financial Services, Inc.<br>▪ Results in ~76% stock | ~24% cash mix<br>Transaction Value(1)<br>▪ $1.62 per share<br>▪ $47.8 million aggregate transaction value<br>Pro Forma Ownership<br>▪ Fixed exchange ratio with collars set between $21.50 and $29.08<br>Due Diligence ▪ Completed, including extensive financial, loan compliance and legal review<br>Required Approvals ▪ Teton Financial Services, Inc. shareholder approvals and other customary regulatory approvals<br>Anticipated Closing ▪ Late Q4 2021 or early Q1 2022<br>Transaction Multiples<br>(Financial information as of 6/30/2021)<br>▪ Price / Tangible Book Value: 1.27x<br>▪ Pay-to-Trade Ratio: 0.86x<br>▪ Price / LTM Earnings(3): 17.6x<br>▪ Price / 2022 Earnings: 11.0x<br>▪ Core Deposit Premium(4): 2.9%<br>(1) Based on MYFW’s stock price of $26.46 as of July 21, 2021<br>(2) Please refer to the Plan and Agreement of Merger for complete terms relating to stock collars and termination rights<br>(3) For the last 12 months ending June 30, 2021<br>(4) Core deposits equal to total deposits less time deposits greater than $100,000<br>Collars(2)<br>▪ ~85% First Western | ~15% Teton Financial Services, Inc. |
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| 40<br>Key Transaction Assumptions<br>Earnings<br>Cost Savings<br>Fair Market Value<br>Adjustments<br>Core Deposit Intangibles<br>Other Assumptions<br>▪ Consensus estimates for First Western<br>▪ Management estimates for Teton Financial Services, Inc.<br>▪ ~$3.0 million, or 30.0% of Teton Financial Services, Inc.’s 2022e standalone noninterest expense<br>base<br>▪ 75% phase-in during 2022 and 100% thereafter<br>▪ Loan Mark: $5.8 million gross loan credit mark, or 2.17% of Teton Financial Services, Inc.’s loan<br>portfolio (as of 6/30/2021)<br>▪ Real Estate Fair Value Write-up: $3.8 million amortized using straight-line method over 20<br>years<br>▪ $1.7 million, or 0.50% of Teton Financial Services, Inc.’s non-time deposits<br>▪ Amortized sum-of-the-year digits over 10 years<br>▪ Transaction expenses of $5.7 million after-tax<br>▪ Increase in equity of $1.3 million due to repayment of employee stock loan<br>▪ Teton Financial Services, Inc.’s $3.6 million of subordinated debt is paid off before close<br>▪ Cash portion financed with new subordinated debt | ||
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| Creating Additional Shareholder Value<br>41 | ||
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| 42<br>Near-Term Outlook<br>▪ Loan pipeline continues to increase and should lead to a higher level of loan<br>growth in the second half of the year<br>▪ Reduction in excess liquidity and higher loan growth should lead to improved net<br>interest margin relative to first half of 2021<br>▪ Success in new business development should drive continued growth in trust and<br>investment management fees<br>▪ Mortgage activity should remain relatively consistent until seasonally slower<br>fourth quarter<br>▪ Continued growth in revenue and stable expense levels should lead to improved<br>operating leverage and higher profitability<br>▪ Acquisition of Teton Financial Services positions First Western to deliver another<br>strong year of organic and acquisitive growth in 2022 | ||
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| 43<br>Long-Term Goals to Drive Shareholder Value<br>▪ Drive to $5 billion in total assets, $25 billion TIM assets through both organic growth and<br>acquisitions<br>▪ ~50 offices<br>▪ $7-8 million in revenue per office<br>▪ 60% contribution margin per office<br>▪ Build footprint, scale and operating leverage with M&A<br>▪ Capital and earnings accretive<br>▪ Create, roll out virtual private bank<br>▪ Robo advisor tied to bank<br>▪ “Buy up” into expert advice<br>▪ Upgrade wealth management platform<br>▪ Fully integrated front end<br>▪ Sell wholesale TIM services to other banks<br>Our mission is to be the BPBFWWMC – Best Private Bank for the Western Wealth Management Client<br>We believe First Western can be a unique, niche focused regional powerhouse with high fee income and consistent strong<br>earnings from our scalable wealth management platform | ||
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| MYFW’s core strengths provide the foundation for driving shareholder value<br>44<br>A Unique and Attractive Investment<br>Differentiated,<br>Proven in the<br>Marketplace<br>Built-in Operating<br>Leverage<br>Highly Desirable<br>Recurring Fee<br>Income<br>Experienced,<br>Tested Team<br>Unique<br>Opportunity for<br>Investors | ||
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| Appendix<br>45 | ||
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| Organizational Overview<br>46 | ||
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| Name Title Joined<br>FW<br>Years in<br>Industry Prior Experience<br>Scott C. Wylie Chairman, CEO & President 2002 34 ▪ Chairman & CEO, Northern Trust Bank of Colorado<br>▪ Chairman & CEO, Trust Bank of Colorado<br>▪ CEO, Equitable Bancshares of Colorado and Women’s Bank,<br>Chairman, Equitable Bank<br>▪ Chairman, American Fundware<br>▪ President & CEO, Bank and Trust of Puerto Rico<br>▪ Associate, First Boston Corporation<br>Julie A. Courkamp Chief Financial Officer, Director<br>& Treasurer<br>2006 21 ▪ Assurance services with PricewaterhouseCoopers<br>▪ Executive roles within First Western with responsibility for<br>Accounting & Finance, Risk, Technology and Operations<br>John E. Sawyer Chief Investment Officer 2017 28 ▪ Chief Investment & Fiduciary Officer, BBVA Compass Bank<br>▪ President & COO, Florida-based boutique wealth<br>management firm<br>▪ Executive with Credit Suisse, Morgan Keegan & Co., and<br>First Tennessee Capital Markets<br>Scott J. Lawley Chief Credit Officer 2018 34 ▪ Sr. Credit Officer & Segment Risk Officer, Huntington<br>National Bank<br>▪ Credit advisor, chief underwriter, CRE credit officer PNC<br>Bank, US Bank<br>▪ Lending positions with Fleet Bank<br>Matt Cassell President, Commercial Banking 2020 24 ▪ Colorado Market President, Simmons Bank<br>▪ President-Colorado, Bank SNB<br>▪ Market President, Community Banks of Colorado<br>Josh M. Wilson Regional President, CO/WY/AZ 2008 22 ▪ CFO, international oil and gas operating company<br>▪ PC President at First Western<br>▪ Executive with Bank One, JP Morgan and Vectra Private Bank<br>47<br>Team: Ready to Take MYFW to the Next Level | ||
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| Name Director Since Primary Business<br>Scott C. Wylie 2002 ▪ First Western Financial, Inc.<br>Julie A. Caponi, CPA 2017 ▪ Former Finance Executive at Arconic, Inc. (fka Alcoa Inc.)<br>▪ Former audit partner at Deloitte<br>▪ Board member & Audit Committee chair for FCF (NYSE)<br>Julie A. Courkamp 2021 ▪ First Western Financial, Inc.<br>David R. Duncan 2011 ▪ Energy<br>▪ Winery Executive, Silver Oak Cellars<br>▪ Entrepreneur, board member, business leader<br>Thomas A. Gart 2013 ▪ Real Estate Developer<br>▪ Specialty Retail Executive<br>▪ Family business, PE investing across broad range of industries<br>Patrick H. Hamill 2004 ▪ Real Estate Developer<br>▪ Home Builder Executive<br>▪ Entrepreneur, business/community leader, real estate expertise<br>Luke A. Latimer 2015 ▪ Utility Maintenance<br>▪ Construction Executive<br>▪ Family business, public bank board<br>Scott C. Mitchell 2021 ▪ President, U.S. Engineering, Metalworks<br>▪ President of several successful manufacturing companies<br>▪ Six Sigma Master Black Belt<br>Eric D. Sipf, CPA(1) 2003 ▪ Former Healthcare Executive<br>▪ US Army<br>▪ Asset management, finance, bank board, M&A<br>Mark L. Smith 2002 ▪ Real Estate Developer<br>▪ Entrepreneur, community leadership, real estate expertise<br>Joseph C. Zimlich, CPA 2004 ▪ Family Office Executive<br>▪ Corporate leadership, board, and investment management<br>48<br>MYFW’s Sophisticated Board of Directors<br>(1) CPA license inactive. | ||
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| Working as a team to grow relationships<br>49<br>Integrated Team Approach in Boutique Offices<br>President<br>Private<br>Bankers Lenders Portfolio<br>Managers<br>Wealth<br>Advisor Trust Officer<br>Team-based<br>incentives<br>Relationship-based<br>wealth management<br>Many relationship<br>managers to one client<br>Product group<br>specialists<br>Holistic view of the client<br>– ConnectView® | ||
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| 50<br>Organizational Structure Built for Scale<br>Full Bank and Trust:<br>▪ Aspen, CO<br>▪ Boulder, CO<br>▪ Cherry Creek, CO<br>▪ Denver, CO<br>▪ DTC/Cherry Hills, CO<br>▪ Northern Colorado<br>▪ Jackson Hole, WY<br>▪ Scottsdale, AZ<br>▪ Broomfield, CO (2021)<br>▪ Lone Tree, CO<br>▪ Phoenix, AZ<br>▪ Vail Valley, Avon, CO<br>Loan Production Offices:<br>▪ Ft. Collins, CO<br>▪ Greenwood Village, CO<br>Trust Offices:<br>▪ Century City, CA<br>▪ Laramie, WY<br>▪ Investment Management<br>▪ Fiduciary/ Trust<br>▪ Wealth Planning<br>▪ Retirement Services<br>▪ Insurance<br>▪ Mortgage Services<br>▪ Treasury Management<br>First Western<br>Profit Centers Product Groups Support Centers<br>▪ Finance & Accounting<br>▪ Risk & Compliance<br>▪ Enterprise Technology<br>▪ Human Capital<br>▪ Credit Analysis<br>▪ Bank & Trust/Investment<br>Operations<br>▪ Marketing/Branding<br>Big operating leverage from expert, high fixed cost teams<br>Very profitable when mature | ||
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| Non-GAAP Reconciliations<br>51 | ||
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| 52<br>Non-GAAP Reconciliation<br>Consolidated Tangible<br>Common Book Value Per<br>Share<br>As of the Three Months Ended,<br>(Dollars in thousands) June 30,<br>2018<br>Sep. 30,<br>2018<br>Dec. 31,<br>2018<br>March<br>31, 2019<br>June 30,<br>2019<br>Sep. 30,<br>2019<br>Dec. 31,<br>2019<br>March<br>31, 2020<br>June 30,<br>2020<br>Sep. 30,<br>2020<br>Dec. 31,<br>2020<br>March<br>31, 2021<br>June 30,<br>2021<br>Total shareholders' equity $104,958 $114,164 $116,875 $119,668 $122,157 $125,732 $127,678 $128,703 $139,417 $149,576 $154,962 $161,439 $167,986<br>Less:<br>Preferred stock (liquidation<br>preference) 24,968 ------------<br>Goodwill and other<br>intangibles, net 25,584 25,376 25,213 25,040 23,327 19,722 19,714 19,712 24,267 24,263 24,258 24,254 24,250<br>Intangibles held for sale(1) ----- 3,553 3,553 3,000 3,000 3,000 ---<br>Tangible common equity 54,406 88,788 91,662 94,628 98,830 102,457 104,411 105,991 112,150 122,313 130,704 137,185 143,736<br>Common shares<br>outstanding, end of period 5,917,667 7,968,420 7,968,420 7,968,420 7,983,866 7,983,284 7,940,168 7,917,489 7,939,024 7,951,749 7,951,773 7,957,900 7,994,832<br>Tangible common book value<br>per share $9.19 $11.14 $11.50 $11.88 $12.38 $12.83 $13.15 $13.39 $14.13 $15.38 $16.44 $17.24 $17.98<br>(1) Represents the intangible portion of assets held for sale<br>Consolidated Efficiency Ratio For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Non-interest expense $12,644 $16,632 $15,614 $15,629 $15,521<br>Less: amortization 4 4 4 4 4<br>Less: provision on other real estate owned - 100 76 --<br>Less: loss on assets held for sale -----<br>Plus: gain on sale of LA fixed income team -- 62 --<br>Adjusted non-interest expense $12,640 $16,528 $15,596 $15,625 $15,517<br>Net interest income $10,796 $12,918 $13,457 $13,053 $14,223<br>Non-interest income 15,427 18,032 9,954 10,615 9,498<br>Less: Net gain on sale of securities -----<br>Less: Net gain on sale of assets -----<br>Total income $26,223 $30,950 $23,411 $23,668 $23,721<br>Efficiency ratio 48.2% 53.4% 66.6% 66.0% 65.4% | ||
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| 53<br>Non-GAAP Reconciliation<br>Wealth Management Gross Revenue0 For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Total income before non-interest expense $13,114 $16,232 $17,973 $18,471 $19,782<br>Plus: Provision for loan loss 2,124 1,496 695 - 12<br>Gross revenue $15,238 $17,728 $18,668 $18,471 $19,794<br>Capital Management Gross Revenue For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Total income before non-interest expense $788 $899 $423 $- $<br>Plus: Provision for loan loss -----<br>Gross revenue $788 $899 $423 $- $<br>Mortgage Gross Revenue For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Total income before non-interest expense $10,197 $12,323 $4,320 $5,197 $3,927<br>Plus: Provision for loan loss -----<br>Gross revenue $10,197 $12,323 $4,320 $5,197 $3,927<br>Consolidated Gross Revenue For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Total income before non-interest expense $24,099 $29,454 $22,716 $23,668 $23,709<br>Plus: Provision for loan loss 2,124 1,496 695 - 12<br>Gross revenue $26,223 $30,950 $23,411 $23,668 $23,721<br>Diluted Pre-Tax Earnings Per Share For The Three Months Ended<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Non-Mortgage income before income tax $3,148 $2,581 $5,386 $5,917 $6,983<br>Mortgage income before income tax 8,307 10,241 1,716 2,122 1,205<br>Less: Income tax expense 2,759 3,192 2,228 2,040 1,911<br>Net income available to common shareholders $8,696 $9,630 $4,874 $5,999 $6,277<br>Diluted weighted average shares 7,928,518 7,963,736 8,015,780 8,098,680 8,213,900<br>Non-Mortgage Segment Diluted Pre-Tax Earnings Per<br>Share $0.40 $0.32 $0.67 $0.73 $0.85<br>Consolidated Diluted Pre-Tax Earnings Per Share $1.44 $1.61 $0.89 $0.99 $1.00 | ||
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| 54<br>Non-GAAP Reconciliation<br>Adjusted net income available to common shareholders For the Three Months Ended,<br>(Dollars in thousands, except per share data) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Net income available to common shareholders $8,696 $9,630 $4,874 $5,999 $6,277<br>Plus: acquisition related expense including tax impact 245 ----<br>Plus: loss on intangibles held for sale including tax impact -----<br>Adjusted net income to common shareholders $8,941 $9,630 $4,874 $5,999 $6,277<br>Adjusted earnings per share For the Three Months Ended,<br>(Dollars in thousands, except per share data) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Earnings per share $1.10 $1.21 $0.61 $0.74 $0.76<br>Plus: acquisition related expenses including tax impact 0.03 ----<br>Plus: loss on intangibles held for sale including tax impact -----<br>Adjusted earnings per share $1.13 $1.21 $0.61 $0.74 $0.76<br>Allowance for loan losses to Bank originated loans<br>excluding PPP As of<br>(Dollars in thousands) March 31, 2021 June 30, 2021<br>Gross loans 1,546,784 1,573,015<br>Less: Branch acquisition 120,839 116,052<br>Less: PPP loans 183,005 102,359<br>Loans excluding acquired and PPP 1,242,940 1,354,604<br>Allowance for loan losses 12,539 12,552<br>Allowance for loan losses to Bank originated loans excluding PPP 1.01% 0.93%<br>Total Non-Interest Expense adjusted for Non-Operating<br>items For the Three Months Ended,<br>(Dollars in thousands) June 30, 2020 September 30, 2020 December 31, 2020 March 31, 2021 June 30, 2021<br>Total non-interest expense $12,644 $16,632 $15,614 $15,629 $15,521<br>Less: acquisition related expense 323 ----<br>Less: loss on intangibles held for sale -----<br>Total Non-Interest Expense adjusted for Non-Operating items $12,321 $16,632 $15,614 $15,629 $15,521 | ||
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| 55<br>Non-GAAP Reconciliation<br>Adjusted net interest<br>margin<br>For the Three Months Ended<br>September 30, 2020<br>For the Three Months Ended<br>December 31, 2020<br>For the Three Months Ended<br>March 31, 2021<br>For the Three Months Ended<br>June 30, 2021<br>(Dollars in thousands) Average<br>Balance<br>Interest<br>Earned/Paid<br>Average<br>Yield/Rate<br>Average<br>Balance<br>Interest<br>Earned/Paid<br>Average<br>Yield/Rate<br>Average<br>Balance<br>Interest<br>Earned/Paid<br>Average<br>Yield/Rate<br>Average<br>Balance<br>Interest<br>Earned/Paid<br>Average<br>Yield/Rate<br>Interest-bearing deposits in<br>other financial institutions 178,756 99 194,179 100 213,577 91 292,615 92<br>PPP adjustment (38,618) (45) (20,871) (5) 21,173 5 17,115 4<br>Available-for-sale securities 40,528 173 37,512 186 31,936 196 26,474 169<br>PPP adjustment --------<br>Loans 1,462,872 14,138 1,522,947 14,656 1,554,990 14,212 1,573,553 15,287<br>PPP adjustment (201,208) (870) (174,046) (1,209) (171,263) (945) (176,396) (1,583)<br>Purchase Accretion<br>adjustment -(534) -(333) -(344) -(260)<br>Adjusted total Interest-<br>earning assets 1,442,330 12,961 1,559,721 13,395 1,650,413 13,215 1,773,360 13,709<br>Interest-bearing deposits 1,067 1,015 974 866<br>PPP adjustment ----<br>Federal Home Loan Bank<br>Topeka and Federal Reserve<br>borrowings 204 200 132 117<br>PPP adjustment (180) (175) (109) (93)<br>Subordinated notes 221 270 340 342<br>Adjusted total interest-<br>bearing liabilities 1,312 1,310 1,337 1,232<br>Net interest income 11,649 12,085 11,878 12,477<br>Adjusted net interest margin 3.23% 3.10% 2.88% 2.88% | ||
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| 56<br>Non-GAAP Reconciliation<br>Consolidated Gross Revenue For the Years Ended,<br>(Dollars in thousands) 2015 2016 2017 2018 2019 2020<br>Total income before non-interest<br>expense $49,339 $53,394 $54,501 $57,617 $63,976 $92,600<br>Less: Net gain on sale of securities 717 114 81 - 119 -<br>Less: Net gain on sale of assets ---- 183 -<br>Plus: Provision for credit loss 1,071 985 788 180 662 4,682<br>Gross revenue $49,693 $54,265 $55,208 $57,797 $64,336 $97,282<br>Consolidated Efficiency Ratio For the Years Ended,<br>(Dollars in thousands) 2016 2017 2018 2019 2020<br>Non-interest expense $49,823 $49,494 $50,195 $53,784 $59,537<br>Less: Amortization 747 784 831 374 14<br>Less: Goodwill impairment --- 1,572 -<br>Less: Provision on other real estate owned ---- 176<br>Less: Loss on assets held for sale ---- 553<br>Plus: Gain on sale of LA fixed income<br>team ----(62)<br>Adjusted non-interest expense $49,076 $48,710 $49,364 $51,838 $58,856<br>Net interest income $24,457 $27,576 $30,624 $32,061 $46,102<br>Non-interest income 29,922 27,713 27,173 32,577 51,180<br>Less: Net gain on securities 114 81 - 119 -<br>Less: Net gain on sale of assets --- 183 -<br>Total income $54,265 $55,208 $57,797 $64,336 $97,282<br>Efficiency ratio 90.4% 88.2% 85.4% 80.6% 60.5%<br>Consolidated Pre-tax, Pre-provision Income For the Twelve Months Ended December 31,<br>(Dollars in thousands) 2016 2017 2018 2019 2020<br>Net Income, as reported $2,302 $2,023 $5,647 $8,009 $24,534<br>Provision for loan losses 985 788 180 662 4,682<br>Income tax (benefit) expense 1,269 2,984 1,775 2,183 8,529<br>Pre-tax, Pre-provision Income $4,556 $5,795 $7,602 $10,854 $37,745 | ||
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