8-K
National Bank Holdings Corp (NBHC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2021
NATIONAL BANK HOLDINGS CORP ORATION (Exact name of registrant as specified in its charter)
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| Delaware | | 001-35654 | | 27-0563799 |
| (State or other jurisdiction <br>of incorporation) | | (Commission<br>File Number) | | (IRS Employer<br>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 7.01. Regulation FD Disclosure.
Representatives from National Bank Holdings Corporation (“NBHC”) intend to use the materials filed herewith in one or more meetings with investors and analysts from time to time. NBHC also intends to make the materials available on its website (http://www.nationalbankholdings.com). NBHC is furnishing the slides as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and the exhibit referenced herein are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K and the exhibit filed herewith contain forward-looking statements. Any statements about NBHC’s expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. NBHC’s actual results could differ materially from those expressed in or contemplated by such forward-looking statements as a result of a variety of factors, some of which are more fully described in the exhibit hereto and in NBHC’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and NBHC undertakes 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
|---|---|---|
| 99.1 | | National Bank Holdings Corporation Digital Strategy Presentation |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
SIGNATURE
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.
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| | National Bank Holdings Corporation |
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| By: | /s/ Angela N. Petrucci |
| | Name: Angela N. Petrucci |
| | Title: Chief Administrative Officer & General Counsel |
| Date: November 22, 2021 | |
Exhibit 99.1
| 2UniFi<br>More than a bank |
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| To help small and medium sized<br>businesses:<br>• Increase their access to the US<br>Banking System<br>• Reduce their costs while saving time<br>• Increase their actionable information<br>With the goal of reducing stress in the<br>lives of business owners and operators.<br>Mission<br>1 |
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| Positioned to Deliver a New Way of Banking for SMBs<br>2<br>In total value creation(2) |
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| Enriched/timely information<br>Access to working capital/term debt<br>Reduction in cost<br>Fun and easy to use<br>Financial inclusion<br>3<br>• A superior client experience delivered<br>through a digital ecosystem<br>• Increasing access to financial services<br>under the safety and soundness of a<br>regulated bank<br>• Reducing cost and providing real-time<br>information<br>• With a fun and easy to use platform<br>• Eliminating stress, saving time, and<br>expediting decision-making<br>Solution |
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| Cash Flow Information<br>Security Payments<br>69%<br>of Small Business<br>owners have been kept<br>up at night by concerns<br>about cash flow<br>60%<br>of Small Businesses<br>struggle with cash<br>flow<br>40%<br>of Small Businesses<br>continue to be<br>serviced on<br>Consumer platforms<br>84%<br>of Small Businesses use<br>pen and paper or<br>spreadsheets to<br>reconcile their inventory<br>43%<br>of all cyber attacks<br>target Small<br>Businesses<br>43%<br>of SMBs lack any type<br>of cyber security<br>defense plan<br>64%<br>of Small Businesses<br>have invoices that<br>go unpaid for 60<br>days or more<br>80%<br>of Small Businesses<br>are not taking full<br>advantage of<br>technology<br>The Current Financial Services Process is Broken for SMBs<br>1 1 2 1<br>3 4 1 5<br>1Quickbooks.intuit.com 2bottomline.com 3verizon.com 4Bullguard.com 5deloitte.com 4 |
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| (# of Employees)<br>v<br>Addressable Market 99%<br>of businesses are small or<br>medium sized businesses<br>1.6 million<br>net new jobs created<br>by SMBs<br>280,496<br>small<br>business exporters<br>32 Million U.S. Businesses<br>by Number of Employees<br>1-4 5-19 20-99 100-499 500+<br>80%<br>of B2B payments<br>still made by check<br>37%<br>of SMBs are<br>seeking credit<br>1<br>1<br>1 1<br>2<br>1US Small Business Administration Office of Advocacy 2March 2021 PYMNTS.com Playbook.<br>5 |
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| Delivering an Innovative SMB Marketplace and Platform<br>4<br>Digital Lending<br>Trade Finance/<br>Working Capital<br>Equipment<br>Finance<br>SBA/Owner<br>Occupied Real<br>Estate Loans<br>Deposit and<br>Treasury Management<br>Services<br>FDIC Insured<br>Account<br>Recurring Billing<br>Invoicing<br>Information Services<br>Financial Statement<br>Preparation<br>Cash Flow<br>Management<br>Predictive Analytics<br>Blockchain<br>B2B Payments<br>Distributed Ledger<br>Transaction Settling<br>Access<br>to Credit<br>Protected<br>Deposits<br>Improve Operating<br>Information<br>Faster/Lower Cost<br>Payment Process 6 |
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| Management Team<br>4<br>Experienced Team<br>Our associates bring experience from global leaders in technology and financial services<br>Strategic Relationships to date<br>Partnerships with best-in-class organizations<br>7 |
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| Our Story is Gaining Traction<br>4<br>Unifying a Top Community Bank with Fintech: Outlook for NBHC Bright Post Q3<br>Results…While it's too early to surmise how material this venture could grow to be at<br>NBHC, this is nonetheless a key differentiator for the bank, and something we expect to<br>be a continued focus for the foreseeable future ahead<br>Loan Growth Spike & Upward NIM Trajectory An Explosive Combo… the bank holds one<br>of the more vibrant operating footprints in the country (leveraged through strong<br>organic growth and/or takeout potential), an intriguing fintech partnership formation<br>and a clean credit profile.<br>…we were encouraged that NBHC suggested on the call that the partnerships / digital<br>ecosystem could translate to positive profitability impacts at the Company…<br>Fintech Bent Emerging…With investments in Finstro Global Holdings and Figure<br>Technologies, building out a digital ecosystem could aid in loan procurement and<br>specialized banking services, driving customers to the platform in coming years.<br>8 |
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| Forward-Looking Statements<br>This presentation contains “forward-looking statements” within the meaning of the Private<br>Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as<br>“anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,”<br>“will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar<br>expressions that relate to the Company’s strategy, plans or intentions. Forward-looking<br>statements involve certain important risks, uncertainties and other factors, any of which could<br>cause actual results to differ materially from those in such statements. Such factors include,<br>without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the<br>Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to<br>time in our reports and documents filed with the SEC, and the following factors: ability to<br>execute our business strategy (including our digital strategy); business and economic<br>conditions; effects of any potential government shutdowns; economic, market, operational,<br>liquidity, credit and interest rate risks associated with the Company’s business; effects of any<br>changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory<br>agencies to increase capital standards; effects of inflation, as well as, interest rate, securities<br>market and monetary supply fluctuations; changes in the economy or supply-demand<br>imbalances affecting local real estate values; changes in consumer spending, borrowings and<br>savings habits; with respect to our mortgage business, the inability to negotiate fees with<br>investors for the purchase or our loans or our obligation to indemnify purchasers or repurchase<br>related loans; the Company’s ability to identify potential candidates for, consummate, integrate<br>and realize operating efficiencies from, acquisitions, consolidations and other expansion<br>opportunities; the Company's ability to realize anticipated benefits from enhancements or<br>updates to its core operating systems from time to time without significant change in client<br>service or risk to the Company's control environment; the Company's dependence on<br>information technology and telecommunications systems of third party service providers and<br>the risk of systems failures, interruptions or breaches of security; the Company’s ability to<br>achieve organic loan and deposit growth and the composition of such growth; changes in<br>sources and uses of funds; increased competition in the financial services industry; the effect<br>of changes in accounting policies and practices; the share price of the Company’s stock; the<br>Company's ability to realize deferred tax assets or the need for a valuation allowance;<br>continued consolidation in the financial services industry; ability to maintain or increase market<br>share and control expenses; costs and effects of changes in laws and regulations and of other<br>legal and regulatory developments; technological changes; the timely development and<br>acceptance of new products and services; the Company’s continued ability to attract, hire and<br>maintain qualified personnel; ability to implement and/or improve operational management and<br>other internal risk controls and processes and reporting system and procedures; regulatory<br>limitations on dividends from the Company's bank subsidiary; changes in estimates of future<br>credit reserve requirements based upon the periodic review thereof under relevant regulatory<br>and accounting requirements; widespread natural and other disasters, pandemics,<br>dislocations, political instability, acts of war or terrorist activities, cyberattacks or international<br>hostilities; adverse effects due to the novel Coronavirus Disease 2019 (COVID-19) on the<br>Company and its clients, counterparties, employees, and third-party service providers, and the<br>adverse impacts on our business, financial position, results of operations, and prospects;<br>impact of reputational risk; and success at managing the risks involved in the foregoing items.<br>The Company can give no assurance that any goal or plan or expectation set forth in forward-<br>looking statements can be achieved and readers are cautioned not to place undue reliance on<br>such statements. The forward-looking statements are made as of the date of this press<br>release, and the Company does not intend, and assumes no obligation, to update any forward-<br>looking statement to reflect events or circumstances after the date on which the statement is<br>made or to reflect the occurrence of unanticipated events or circumstances, except as required<br>by applicable law.<br>Further Information: This presentation should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto<br>included in our Form 10-K and quarterly reports |
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