_
0001475841false00014758412022-10-272022-10-27

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): October 27, 2022

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 October 27, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended September 30, 2022, 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 October 27, 2022, 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 September 30, 2022, 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 October 27, 2022

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: October 27, 2022

3

Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces

Third Quarter 2022 Financial Results

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

For the quarter

For the quarter - adjusted(1)

3Q22

2Q22

3Q21

3Q22

2Q22

3Q21

Net income ($000's)

$

15,839

$

20,362

$

19,825

$

25,349

$

21,135

$

19,825

Earnings per share - diluted

$

0.50

$

0.67

$

0.64

$

0.80

$

0.69

$

0.64

Return on average tangible assets(2)

0.87%

1.16%

1.14%

1.39%

1.20%

1.14%

Return on average tangible common equity(2)

8.66%

11.64%

10.65%

13.76%

12.08%

10.65%

                                                      

(1)

See non-GAAP reconciliations starting on page 14.

(2)

Ratios are annualized.

In announcing these results, Chief Executive Officer Tim Laney shared, “We are pleased to deliver solid quarterly earnings of $0.80 per diluted share adjusted for one-time acquisition-related expenses. We generated record organic loan growth of 30.2% annualized, fueled by record loan fundings, while maintaining excellent credit quality with net charge-offs of just one basis point annualized. Our growth is a testament to the dedication and drive of our teammates to provide best-in-class banking solutions to our clients.”

Mr. Laney added, “Since April, we have announced and now closed on the two strategically important acquisitions of Rock Canyon Bank and the Bank of Jackson Hole. Through our teammates’ efforts, we are seamlessly transitioning these high-quality franchises into the NBH Family. The momentum generated through our organic and acquired growth, combined with our fortress levels of capital, leaves us well positioned to address implications of an economic downturn while helping our communities grow stronger.”

Recent Acquisitions

On September 1, 2022, the Company completed its acquisition of Community Bancorporation, the holding company for Rock Canyon Bank, headquartered in Provo, Utah and operating in the greater Salt Lake City region. The transaction added approximately $832 million in total assets, including $538 million in loans, and $734 million in deposits. Additionally, the Company becomes the #1 SBA lender by loan volume in the state of Utah. The merger consideration totaled $140.4 million and consisted of $124.3 million in Company stock and $16.1 million in cash. All operating systems were converted during October 2022.

On October 1, 2022, the Company completed its acquisition of Bancshares of Jackson Hole Incorporated, the holding company for Bank of Jackson Hole with operations in Jackson Hole, Wyoming and Idaho. The transaction added approximately $1.5 billion in total assets, including $1.2 billion in loans, and $1.4 billion in deposits and an attractive Wyoming based trust and wealth management business with $0.8 billion in assets under management. The merger consideration totaled $213.4 million and consisted of $162.5 million in Company stock and $51.0 million in cash. All operating systems are expected to be converted in late 2022.

1


With the completion of these exclusively negotiated transactions, the Company has approximately $9.4 billion in pro-forma assets, including $6.9 billion in total loans, $8.2 billion in total deposits and $0.8 billion in assets under management as of September 30, 2022.

Third Quarter 2022 Results

(All comparisons refer to the second quarter of 2022, except as noted)

Net income totaled $15.8 million or $0.50 per diluted share, compared to $20.4 million or $0.67 per diluted share during the second quarter of 2022. The quarter’s results were driven by record net interest income which was impacted by non-recurring acquisition-related expenses, including a $5.4 million CECL Day 1 provision expense, discussed in detail below. Fully taxable equivalent pre-provision net revenue increased $5.4 million to $33.9 million during the third quarter. The return on average tangible assets was 0.87% compared to 1.16% during the second quarter, and the return on average tangible common equity was 8.66% compared to 11.64%.

Adjusting for acquisition-related provision expense and non-recurring acquisition-related expenses of $12.4 million during the third quarter and $1.0 million of non-recurring acquisition-related expenses during the second quarter, adjusted net income totaled $25.3 million or $0.80 per diluted share compared to $21.1 million or $0.69 per diluted share. Adjusted fully taxable equivalent pre-provision net revenue increased $11.3 million to $40.9 million. The adjusted return on average tangible assets was 1.39% compared to 1.20%, and the adjusted return on average tangible common equity was 13.76% compared to 12.08%.

Net Interest Income

Fully taxable equivalent net interest income totaled a record $70.5 million during the third quarter of 2022, an increase of $13.1 million, or 90.9% annualized. The fully taxable equivalent net interest margin widened 63 basis points to 4.01%, and average earning assets increased $179.7 million. The increase in average earning assets was primarily due to increases in average originated loans of $239.4 million and increases in average acquired loans of $167.8 million. The margin expansion was driven by a 64 basis point increase in earning asset yields, as a result of several increases in the federal funds rate since June 2022, and excess cash being deployed into higher-yielding originated loans. The cost of deposits totaled 0.18%, compared to 0.16% during the second quarter.

Loans

Total loans increased $904.9 million to a record $5.7 billion at September 30, 2022 and included $537.7 million of loans acquired through the Rock Canyon Bank acquisition. Excluding the newly acquired loans, loans increased $367.2 million or 30.2% annualized led by originated commercial loan growth of $217.0 million or 25.5% annualized. We generated record quarterly loan fundings totaling $631.6 million, led by commercial loan fundings of $363.4 million.

Asset Quality and Provision for Credit Losses

The Company recorded $12.7 million of provision expense, compared to $2.5 million last quarter. The quarter’s provision included $5.4 million of Day 1 allowance reserve funding for the Rock Canyon Bank loan portfolio. The remainder of the quarter’s provision expense was driven by strong loan growth and higher reserve requirements from changes in the CECL model’s underlying macro-economic forecast. Annualized net charge-offs totaled 0.01% of total loans, compared to 0.03% during the second quarter. Non-performing loans (comprised of non-accrual loans and non-accrual TDRs) totaled 0.26% of total loans compared to 0.20%, and non-performing assets totaled 0.32% of total loans and OREO, compared to 0.31%. The increases in the non-performing ratios were primarily driven by the inclusion of the Rock Canyon Bank portfolio. The allowance for credit losses as a percentage of loans totaled 1.15%, compared to 1.06% at June 30, 2022.

2


Deposits

Average total deposits increased $161.8 million or 10.3% annualized to $6.4 billion for the third quarter 2022. Average transaction deposits (defined as total deposits less time deposits) increased $153.0 million or 11.1% annualized, and average non-interest bearing demand deposits increased $87.6 million or 14.1% annualized.

The Rock Canyon Bank acquisition added $734.5 million of total deposits, including $653.0 million of transaction deposits and $81.5 million of time deposits on September 1, 2022. The mix of transaction deposits to total deposits increased three basis points to 87.7% at September 30, 2022. The loan to deposit ratio increased 634 basis points to 84.1%.

Non-Interest Income

Non-interest income totaled $17.4 million, an increase of $0.6 million. Service charges and bank card fees increased $0.5 million and banking center consolidation-related income increased $0.7 million. Other non-interest income increased $1.8 million largely due to $1.2 million of unrealized gains on equity method investments. These increases were largely offset by $2.5 million of lower mortgage banking income due to lower mortgage activity.

Non-Interest Expense

Non-interest expense totaled $53.9 million, an increase of $8.4 million from the prior quarter. Included in the quarter were $7.0 million of non-recurring acquisition-related expenses with $4.6 million included in professional fees, $0.8 million in salaries and benefits, $0.5 million in occupancy and equipment, and $1.1 million in other non-interest expense. Included in the second quarter were $1.0 million of non-recurring acquisition-related expenses with $0.8 million in professional fees and $0.2 million in other non-interest expense. Excluding the acquisition-related expenses, salaries and benefits increased $0.9 million due to the addition of Rock Canyon Bank associates and one additional business day in the third quarter, occupancy and equipment increased $0.9 million and professional fees increased $0.6 million. The fully taxable equivalent efficiency ratio was 61.4% at September 30, 2022, compared to 61.5% at June 30, 2022. Adjusting for non-recurring acquisition-related expenses, the fully taxable equivalent efficiency ratio improved 671 basis points to 53.0% compared to 59.7% during the second quarter.

Income tax expense decreased $0.4 million during the third quarter to $4.0 million driven by the decrease in the quarter’s pre-tax income. The effective tax rate was 20.1% and 17.6% for the third and second quarters, respectively. The lower rate compared to the statutory rate reflects the continued success of our tax strategies and tax-exempt income.

Capital

Capital ratios continue to be strong and in excess of federal bank regulatory agency “well capitalized” thresholds. The Tier 1 leverage ratios at September 30, 2022 for the consolidated company and NBH Bank were 10.45% and 9.18%, respectively. Shareholders’ equity totaled $919.4 million at September 30, 2022 increasing $103.9 million primarily due to the issuance of stock for the Rock Canyon Bank acquisition and an increase in retained earnings, net of dividends paid, of $8.8 million. These additions were partially offset by an increase in accumulated other comprehensive loss of $31.3 million due to fair market value fluctuations in the available-for-sale investment securities portfolio.

Common book value per share increased $0.58 to $27.70 at September 30, 2022. Tangible common book value per share decreased $1.05 to $22.40 at September 30, 2022 as this quarter’s earnings net of dividends paid, were outpaced by a $0.94 increase in accumulated other comprehensive loss and the issuance of shares for the Rock Canyon Bank acquisition. Excluding accumulated other comprehensive loss, the tangible book value totaled $25.10, compared to $25.38 at June 30, 2022.

Year-Over-Year Review

(All comparisons refer to the first nine months of 2021, except as noted)

Net income totaled $54.6 million or $1.77 per diluted share, compared to $70.8 million or $2.27 per diluted share over the first nine months of 2021. The increase in net interest income during the first nine months of 2022 was offset by higher provision expense and non-recurring acquisition-related expenses discussed in detail below. Fully taxable equivalent pre-provision net revenue increased $4.1

3


million to $85.4 million. The return on average tangible assets was 1.03% compared to 1.39% for the first nine months of 2021, and the return on average tangible common equity was 10.17% compared to 13.04%. Adjusting for acquisition-related provision expense and non-recurring acquisition-related expenses of $13.6 million during the first nine months of 2022, adjusted net income totaled $65.0 million or $2.11 per diluted share, and adjusted fully taxable equivalent pre-provision net revenue increased $12.3 million to $93.7 million. The adjusted return on average tangible assets was 1.23%, and the adjusted return on average tangible common equity was 12.10%.

Fully taxable equivalent net interest income totaled $175.8 million, an increase of $34.3 million or 24.2%. Average earning assets increased $354.0 million, or 5.5%, including average originated loan growth of $525.2 million. The fully taxable equivalent net interest margin widened 52 basis points to 3.44%, benefitting from a 48 basis point increase in earning asset yields to 3.62% and a seven basis point decrease in the cost of deposits to 0.17%.

Loans outstanding totaled a record $5.7 billion, increasing $1.3 billion or 29.4%, and included $537.7 million of loans acquired through the Rock Canyon Bank acquisition. Excluding the newly acquired loans, loans increased $762.5 million led by originated commercial loan growth of $582.2 million, or 19.4%. New loan fundings over the trailing 12 months totaled a record $2.0 billion, led by commercial loan fundings of $1.3 billion.  

The Company recorded $14.9 million of credit loss provision expense during the first nine months of 2022, compared to a provision release of $9.4 million in the same period prior year. The provision expense was driven by record loan growth, higher reserve requirements from changes in the CECL model’s underlying macro-economic forecast and Day 1 reserve requirements for the acquired Rock Canyon Bank loan portfolio. Annualized net charge-offs remained consistent at 0.03% of total loans. Non-performing loans to total loans improved three basis points to 0.26% at September 30, 2022, and non-performing assets to total loans and OREO improved seven basis points to 0.32%. The allowance for credit losses totaled 1.15% of total loans, compared to 1.11% at September 30, 2021.

Average total deposits increased $285.0 million or 4.7% to $6.3 billion. Average transaction deposits increased $417.0 million or 8.2%, and average non-interest bearing demand deposits increased $167.4 million or 7.2%. The mix of transaction deposits to total deposits increased by 200 basis points to 87.7% at September 30, 2022, and the mix of non-interest bearing demand deposits to total deposits increased 30 basis points to 40.2%.

Non-interest income totaled $53.2 million, a decrease of $34.0 million or 39.0%, largely driven by $31.9 million of lower mortgage banking income due to lower refinance activity in 2022, as well as competition driving tighter gain on sale margins. Service charges and bank card fees increased a combined $1.1 million compared to the first nine months of 2021. Banking center consolidation-related income decreased $2.0 million, and other non-interest income decreased $1.2 million largely due to market adjustments on company-owned life insurance.

Non-interest expense totaled $143.6 million, a decrease of $3.8 million or 2.5%. Included in the first nine months of 2022 were $8.3 million of non-recurring acquisition-related expenses, with $5.7 million included in professional fees, $0.8 million included in salaries and benefits, $0.5 million included in occupancy and equipment and $1.3 million included in other non-interest expense. Excluding non-recurring acquisition-related expenses, salaries and benefits decreased $9.7 million largely due to lower mortgage banking-related compensation, professional fees decreased $2.2 million and problem asset workout expenses decreased $1.3 million. Included in the first nine months 2021 was banking center consolidation-related expense of $1.6 million.

Income tax expense totaled $12.0 million, a decrease of $4.1 million from the same period prior year. The effective tax rate was 18.0% for the first nine months of 2022, compared to 18.5%.

4


Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, October 28, 2022. Interested parties may listen to this call by dialing (800) 207-0148 using the participant passcode of 505767 and asking for the NBHC Q3 2022 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 98 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 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 and New Mexico, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. For the recently acquired banking centers in Idaho, NBH Bank will operate as Bright Bank until integration. 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 adjusted for CDI asset amortization and acquisition-related expenses,” “non-interest expense adjusted for acquisition-related expenses,” “efficiency ratio adjusted for CDI and acquisition-related expenses,” “adjusted net income,” “adjusted earnings per share – diluted,” “adjusted net income excluding core deposit intangible amortization expense, after tax,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” “pre-provision net revenue,” “pre-provision net revenue adjusted for acquisition-related expenses,” 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.

5


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

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: difficulties and delays in integrating the NBHC, Community Bancorporation, and Bancshares of Jackson Hole Incorporated businesses or fully realizing cost savings and other benefits; business disruption following the mergers; ability to execute our business strategy; 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; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in the economy or supply-demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; 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; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third-party service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; 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; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; 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 the Company's bank subsidiary; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incident, data breach or a failure of a key information technology system; adverse effects due to the novel Coronavirus Disease 2019 (COVID-19) on the Company and its clients, counterparties, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

Contact:

Analysts/Institutional Investors: Aldis Birkans, Chief Financial Officer, (720) 554-6640, [email protected]

Media: Jody Soper, Chief Marketing Officer, (303) 784-5925, [email protected]

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

For the nine months ended

September 30, 

    

June 30, 

    

September 30, 

    

September 30, 

    

September 30, 

2022

2022

2021

2022

2021

Total interest and dividend income

$

72,369

$

58,836

$

50,801

$

180,730

$

148,464

Total interest expense

 

3,278

 

2,819

 

3,232

 

8,961

 

10,806

Net interest income

 

69,091

 

56,017

 

47,569

 

171,769

 

137,658

Taxable equivalent adjustment

1,409

1,336

1,315

4,058

3,862

Net interest income FTE(1)

70,500

57,353

48,884

175,827

141,520

Provision expense (release) for credit losses

 

12,678

 

2,504

 

 

14,860

 

(9,425)

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

 

57,822

 

54,849

 

48,884

 

160,967

 

150,945

Non-interest income:

Service charges

 

4,326

 

3,956

 

3,947

 

11,992

 

10,989

Bank card fees

 

4,681

 

4,541

 

4,530

 

13,345

 

13,217

Mortgage banking income

 

4,474

 

6,948

 

16,615

 

21,088

 

52,973

Other non-interest income

 

3,100

 

1,252

 

2,266

 

5,199

 

6,364

OREO-related income

 

1

 

5

 

 

6

 

35

Banking center consolidation-related income

 

776

 

60

 

1,164

 

1,544

 

3,571

Total non-interest income

 

17,358

 

16,762

 

28,522

 

53,174

 

87,149

Non-interest expense:

Salaries and benefits

 

30,540

 

28,776

 

32,556

 

88,652

 

97,518

Occupancy and equipment

8,026

6,665

6,469

21,087

19,150

Professional fees

 

5,810

 

1,486

 

3,251

 

8,110

 

4,642

Other non-interest expense

 

9,342

 

8,180

 

7,624

 

24,874

 

21,496

Problem asset workout

 

215

 

144

 

1,119

 

522

 

1,851

(Gain) loss on sale of OREO, net

 

(378)

 

5

 

 

(648)

 

192

Core deposit intangible asset amortization

383

296

295

975

887

Banking center consolidation-related expense

1,589

Total non-interest expense

53,938

 

45,552

 

51,314

 

143,572

 

147,325

Income before income taxes FTE(1)

 

21,242

 

26,059

 

26,092

 

70,569

 

90,769

Taxable equivalent adjustment

1,409

1,336

1,315

4,058

3,862

Income before income taxes

19,833

24,723

24,777

66,511

86,907

Income tax expense

 

3,994

 

4,361

 

4,952

 

11,958

 

16,070

Net income

$

15,839

$

20,362

$

19,825

$

54,553

$

70,837

Earnings per share - basic

$

0.51

$

0.67

$

0.64

$

1.78

$

2.29

Earnings per share - diluted

0.50

0.67

0.64

1.77

2.27

                                                      

(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)

September 30, 2022

June 30, 2022

    

December 31, 2021

September 30, 2021

ASSETS

Cash and cash equivalents

$

256,207

$

448,375

$

845,695

$

807,370

Investment securities available-for-sale

 

730,791

 

805,858

 

691,847

 

657,833

Investment securities held-to-maturity

 

606,245

 

582,650

 

609,012

 

642,636

Non-marketable securities

 

64,004

 

59,754

 

50,740

 

46,964

Loans

 

5,721,985

 

4,817,070

 

4,513,383

 

4,421,760

Allowance for credit losses

 

(65,623)

 

(50,860)

 

(49,694)

 

(49,155)

Loans, net

 

5,656,362

 

4,766,210

 

4,463,689

 

4,372,605

Loans held for sale

 

33,043

 

48,816

 

139,142

 

158,066

Other real estate owned

 

3,695

 

4,992

 

7,005

 

4,325

Premises and equipment, net

 

105,801

 

103,690

 

96,747

 

94,114

Goodwill

 

167,882

 

115,027

 

115,027

 

115,027

Intangible assets, net

 

30,843

 

14,568

 

12,322

 

11,621

Other assets

 

268,048

 

218,059

 

182,785

 

190,430

Total assets

$

7,922,921

$

7,167,999

$

7,214,011

$

7,100,991

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Non-interest bearing demand deposits

$

2,735,832

$

2,454,740

$

2,506,265

$

2,447,099

Interest bearing demand deposits

 

597,035

 

597,000

 

555,401

 

546,597

Savings and money market

 

2,631,855

 

2,364,681

 

2,332,591

 

2,264,083

Total transaction deposits

 

5,964,722

 

5,416,421

 

5,394,257

 

5,257,779

Time deposits

 

838,830

 

777,977

 

833,916

 

876,841

Total deposits

 

6,803,552

 

6,194,398

 

6,228,173

 

6,134,620

Securities sold under agreements to repurchase

 

20,044

 

24,396

 

22,768

 

21,427

Long-term debt

 

39,559

 

39,532

 

39,478

 

Other liabilities

 

140,340

 

94,122

 

83,486

 

100,228

Total liabilities

 

7,003,495

 

6,352,448

 

6,373,905

 

6,256,275

Shareholders' equity:

Common stock

 

515

 

515

 

515

 

515

Additional paid in capital

 

1,079,560

 

1,014,330

 

1,014,294

 

1,013,064

Retained earnings

 

323,448

 

314,616

 

289,876

 

273,900

Treasury stock

 

(394,758)

 

(455,909)

 

(457,616)

 

(441,366)

Accumulated other comprehensive (loss) income, net of tax

 

(89,339)

 

(58,001)

 

(6,963)

 

(1,397)

Total shareholders' equity

 

919,426

 

815,551

 

840,106

 

844,716

Total liabilities and shareholders' equity

$

7,922,921

$

7,167,999

$

7,214,011

$

7,100,991

SHARE DATA

Average basic shares outstanding

 

31,259,188

 

30,225,898

 

30,338,265

 

30,800,590

Average diluted shares outstanding

 

31,531,075

 

30,493,265

 

30,715,500

 

31,064,815

Ending shares outstanding

 

33,189,253

 

30,075,175

 

29,958,764

 

30,288,131

Common book value per share

$

27.70

$

27.12

$

28.04

$

27.89

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

22.40

23.45

24.33

24.20

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

25.10

25.38

24.56

24.24

CAPITAL RATIOS

Average equity to average assets

11.69%

11.32%

11.88%

12.07%

Tangible common equity to tangible assets(1)

9.60%

9.99%

10.26%

10.49%

Tier 1 leverage ratio

10.45%

10.54%

10.39%

10.43%

Common equity tier 1 risk-based capital ratio

12.75%

13.75%

14.26%

14.57%

Tier 1 risk-based capital ratio

12.75%

13.75%

14.26%

14.57%

Total risk-based capital ratio

14.34%

15.35%

15.92%

15.48%

                                                      

(1)

    

Represents a non-GAAP financial measure. See non-GAAP reconciliations starting on page 14.

8


NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

September 30, 2022

September 30, 2022

vs. June 30, 2022

vs. September 30, 2021

September 30, 2022

June 30, 2022

% Change

September 30, 2021

% Change

Originated:

Commercial:

Commercial and industrial

$

1,724,469

$

1,588,241

8.6%

$

1,429,275

20.7%

Municipal and non-profit

968,539

996,223

(2.8)%

878,988

10.2%

Owner-occupied commercial real estate

631,783

592,334

6.7%

504,415

25.3%

Food and agribusiness

265,835

196,829

35.1%

195,766

35.8%

Total commercial

3,590,626

3,373,627

6.4%

3,008,444

19.4%

Commercial real estate non-owner occupied

731,293

620,133

17.9%

605,143

20.8%

Residential real estate

750,669

682,272

10.0%

608,158

23.4%

Consumer

17,027

17,486

(2.6)%

17,735

(4.0)%

Total originated

5,089,615

4,693,518

8.4%

4,239,480

20.1%

Acquired:

Commercial:

Commercial and industrial

82,324

15,056

>100%

17,521

>100%

Municipal and non-profit

326

330

(1.2)%

347

(6.1)%

Owner-occupied commercial real estate

176,385

18,849

>100%

37,335

>100%

Food and agribusiness

73,822

2,849

>100%

3,653

>100%

Total commercial

332,857

37,084

>100%

58,856

>100%

Commercial real estate non-owner occupied

219,109

42,771

>100%

65,784

>100%

Residential real estate

79,477

43,486

82.8%

57,344

38.6%

Consumer

927

211

>100%

296

>100%

Total acquired

632,370

123,552

>100%

182,280

>100%

Total loans

$

5,721,985

$

4,817,070

18.8%

$

4,421,760

29.4%

Loan Fundings(1)

Third quarter

Second quarter

First quarter

Fourth quarter

Third quarter

2022

2022

2022

2021

2021

Commercial:

Commercial and industrial

$

201,106

$

152,550

$

169,168

$

229,529

$

196,289

Municipal and non-profit

20,845

81,428

49,906

101,450

43,516

Owner occupied commercial real estate

 

65,125

 

78,905

 

67,597

 

28,914

 

53,445

Food and agribusiness

 

76,293

 

(4,186)

 

18,620

 

11,016

 

8,442

Total commercial

363,369

308,697

305,291

370,909

301,692

Commercial real estate non-owner occupied

 

166,739

 

88,612

 

63,416

 

46,128

 

55,392

Residential real estate

 

99,951

 

93,220

 

49,040

 

55,873

 

54,442

Consumer

 

1,505

 

1,989

 

1,904

 

2,524

 

1,810

Total

$

631,564

$

492,518

$

419,651

$

475,434

$

413,336

                                                      

(1)

    

Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings under revolving lines of credit were $124,834, $21,762, $66,430, $138,777 and $29,154 as of the third, second and first quarters of 2022 and the fourth and third quarters of 2021, 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

September 30, 2022

June 30, 2022

September 30, 2021

Average

    

    

Average

    

Average

    

    

Average

    

Average

    

    

Average

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

4,834,206

$

58,153

4.77%

$

4,594,799

$

47,787

4.17%

$

4,137,001

$

41,865

4.01%

Acquired loans

 

295,893

 

6,581

8.82%

 

128,107

 

4,403

13.79%

 

187,419

3,796

8.04%

Loans held for sale

39,532

551

5.53%

78,574

881

4.50%

157,381

1,166

2.94%

Investment securities available-for-sale

 

865,875

 

4,247

1.96%

 

898,928

 

3,808

1.69%

 

656,757

2,572

1.57%

Investment securities held-to-maturity

 

605,356

 

2,212

1.46%

 

559,712

 

2,067

1.48%

 

671,053

2,178

1.30%

Other securities

 

14,909

 

212

5.69%

 

14,591

 

211

5.78%

 

14,657

210

5.73%

Interest earning deposits and securities purchased under agreements to resell

 

326,277

 

1,822

2.22%

 

527,589

 

1,015

0.77%

 

799,779

329

0.16%

Total interest earning assets FTE(2)

$

6,982,048

$

73,778

4.19%

$

6,802,300

$

60,172

3.55%

$

6,624,047

$

52,116

3.12%

Cash and due from banks

$

81,112

$

75,616

$

77,498

Other assets

 

440,516

 

402,529

 

463,553

Allowance for credit losses

 

(54,610)

 

(49,126)

 

(48,957)

Total assets

$

7,449,066

$

7,231,319

$

7,116,141

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

3,058,463

$

1,829

0.24%

$

2,992,986

$

1,494

0.20%

$

2,803,071

$

1,516

0.21%

Time deposits

 

799,759

 

1,116

0.55%

 

790,998

 

991

0.50%

 

903,935

1,711

0.75%

Securities sold under agreements to repurchase

 

22,183

 

7

0.13%

 

21,761

 

6

0.11%

 

19,681

5

0.10%

Long-term debt

39,543

326

3.27%

39,516

 

328

3.33%

0.00%

Total interest bearing liabilities

$

3,919,948

$

3,278

0.33%

$

3,845,261

$

2,819

0.29%

$

3,726,687

$

3,232

0.34%

Demand deposits

$

2,557,286

$

2,469,729

$

2,422,976

Other liabilities

 

100,983

 

96,715

 

107,233

Total liabilities

 

6,578,217

 

6,411,705

 

6,256,896

Shareholders' equity

 

870,849

 

819,614

 

859,245

Total liabilities and shareholders' equity

$

7,449,066

$

7,231,319

$

7,116,141

Net interest income FTE(2)

$

70,500

$

57,353

$

48,884

Interest rate spread FTE(2)

3.86%

3.26%

2.78%

Net interest earning assets

$

3,062,100

$

2,957,039

$

2,897,360

Net interest margin FTE(2)

4.01%

3.38%

2.93%

Average transaction deposits

$

5,615,749

$

5,462,715

$

5,226,047

Average total deposits

6,415,508

6,253,713

6,129,982

Ratio of average interest earning assets to average interest bearing liabilities

178.12%

176.90%

177.75%

                                                      

(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 $1,409, $1,336 and $1,315 for the three months ended September 30, 2022, June 30, 2022 and September 30, 2021, respectively.

10


NATIONAL BANK HOLDINGS CORPORATION

Summary of Net Interest Margin

(Dollars in thousands)

For the nine months ended September 30, 2022

For the nine months ended September 30, 2021

Average

  

    

  

Average

Average

  

    

  

Average

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

4,598,705

$

148,025

4.30%

$

4,073,529

$

121,461

3.99%

Acquired loans

 

191,089

 

13,552

9.48%

 

212,151

 

12,847

8.10%

Loans held for sale

70,384

2,188

4.16%

182,385

3,896

2.86%

Investment securities available-for-sale

 

839,235

 

10,904

1.73%

 

660,399

 

7,454

1.50%

Investment securities held-to-maturity

 

585,023

 

6,291

1.43%

 

555,818

 

5,317

1.28%

Other securities

 

14,698

 

632

5.73%

 

15,180

 

629

5.52%

Interest earning deposits and securities purchased under agreements to resell

 

530,841

 

3,196

0.80%

 

776,472

 

722

0.12%

Total interest earning assets FTE(2)

$

6,829,975

$

184,788

3.62%

$

6,475,934

$

152,326

3.14%

Cash and due from banks

$

78,710

$

78,953

Other assets

 

428,374

 

476,856

Allowance for credit losses

 

(51,125)

 

(54,249)

Total assets

$

7,285,934

$

6,977,494

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

2,996,317

$

4,760

0.21%

$

2,746,657

$

4,740

0.23%

Time deposits

 

804,110

 

3,201

0.53%

 

936,088

6,050

0.86%

Securities sold under agreements to repurchase

 

22,236

 

20

0.12%

 

20,310

16

0.11%

Long-term debt

39,516

 

980

3.32%

 

0.00%

Total interest bearing liabilities

$

3,862,179

$

8,961

0.31%

$

3,703,055

$

10,806

0.39%

Demand deposits

$

2,487,522

$

2,320,160

Other liabilities

 

91,992

 

108,503

Total liabilities

 

6,441,693

 

6,131,718

Shareholders' equity

 

844,241

 

845,776

Total liabilities and shareholders' equity

$

7,285,934

$

6,977,494

Net interest income FTE(2)

$

175,827

$

141,520

Interest rate spread FTE(2)

3.31%

2.75%

Net interest earning assets

$

2,967,796

$

2,772,879

Net interest margin FTE(2)

3.44%

2.92%

Average transaction deposits

$

5,483,839

$

5,066,817

Average total deposits

6,287,949

6,002,905

Ratio of average interest earning assets to average interest bearing liabilities

176.84%

174.88%

                                                      

(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 $4,058 and $3,862 for the nine months ended September 30, 2022 and September 30, 2021, respectively.

11


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

September 30, 2022

June 30, 2022

September 30, 2021

Beginning allowance for credit losses

$

50,860

$

48,810

$

49,030

Charge-offs

 

(253)

 

(451)

(322)

Recoveries

66

115

101

Provision expense

 

14,950

 

2,386

 

346

Ending allowance for credit losses ("ACL")

$

65,623

$

50,860

$

49,155

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

0.01%

0.03%

0.02%

Ratio of ACL to total loans outstanding at period end

1.15%

1.06%

1.11%

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

447.72%

515.72%

382.59%

Total loans

$

5,721,985

$

4,817,070

$

4,421,760

Average total loans during the period

5,114,044

4,711,416

4,352,557

Total non-performing loans

14,657

9,862

12,848

Past Due and Non-accrual Loans

September 30, 2022

June 30, 2022

September 30, 2021

Loans 30-89 days past due and still accruing interest

$

1,548

$

1,781

$

1,302

Loans 90 days past due and still accruing interest

 

332

 

194

 

495

Non-accrual loans

 

14,657

 

9,862

 

12,848

Total past due and non-accrual loans

$

16,537

$

11,837

$

14,645

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

0.26%

0.21%

0.30%

Asset Quality Data

September 30, 2022

June 30, 2022

September 30, 2021

Non-performing loans

$

14,657

$

9,862

$

12,848

OREO

 

3,695

 

4,992

 

4,325

Total non-performing assets

$

18,352

$

14,854

$

17,173

Accruing restructured loans

$

4,610

$

7,208

$

11,135

Total non-performing loans to total loans

0.26%

0.20%

0.29%

Total non-performing assets to total loans and OREO

0.32%

0.31%

0.39%

12


NATIONAL BANK HOLDINGS CORPORATION

Key Metrics(1)

As of and for the three months ended

As of and for the nine months ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2022

2022

2021

2022

2021

Return on average assets

0.84%

1.13%

1.11%

1.00%

1.36%

Return on average tangible assets(2)

0.87%

1.16%

1.14%

1.03%

1.39%

Return on average tangible assets, adjusted(2)

1.39%

1.20%

1.14%

1.23%

1.39%

Return on average equity

7.22%

9.96%

9.15%

8.64%

11.20%

Return on average tangible common equity(2)

8.66%

11.64%

10.65%

10.17%

13.04%

Return on average tangible common equity, adjusted(2)

13.76%

12.08%

10.65%

12.10%

13.04%

Loan to deposit ratio (end of period)

84.10%

77.76%

72.08%

84.10%

72.08%

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

40.21%

39.63%

39.89%

40.21%

39.89%

Net interest margin(3)

3.93%

3.30%

2.85%

3.36%

2.84%

Net interest margin FTE(2)(3)

4.01%

3.38%

2.93%

3.44%

2.92%

Interest rate spread FTE(2)(4)

3.86%

3.26%

2.78%

3.31%

2.75%

Yield on earning assets(5)

4.11%

3.47%

3.04%

3.54%

3.07%

Yield on earning assets FTE(2)(5)

4.19%

3.55%

3.12%

3.62%

3.14%

Cost of interest bearing liabilities

0.33%

0.29%

0.34%

0.31%

0.39%

Cost of deposits

0.18%

0.16%

0.21%

0.17%

0.24%

Non-interest income to total revenue FTE(2)

19.76%

22.62%

36.85%

23.22%

38.11%

Non-interest expense to average assets

2.87%

2.53%

2.86%

2.63%

2.82%

Efficiency ratio

62.39%

62.59%

67.44%

63.83%

65.53%

Efficiency ratio FTE(2)

61.39%

61.46%

66.29%

62.69%

64.43%

Efficiency ratio FTE, adjusted(2)

52.99%

59.70%

65.91%

58.66%

64.04%

Pre-provision net revenue

$

32,511

$

27,227

$

24,777

$

81,371

$

77,482

Pre-provision net revenue FTE(2)

33,920

28,563

26,092

85,429

81,344

Pre-provision net revenue FTE, adjusted(2)

40,916

29,569

26,092

93,685

81,344

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

Non-performing loans to total loans

0.26%

0.20%

0.29%

0.26%

0.29%

Non-performing assets to total loans and OREO

0.32%

0.31%

0.39%

0.32%

0.39%

Allowance for credit losses to total loans

1.15%

1.06%

1.11%

1.15%

1.11%

Allowance for credit losses to non-performing loans

447.72%

515.72%

382.59%

447.72%

382.59%

Net charge-offs to average loans

0.01%

0.03%

0.02%

0.03%

0.03%

                                                      

(1)

    

Ratios are annualized.

(2)

    

Ratio represents non-GAAP financial measure. See non-GAAP reconciliations starting on page 14.

(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 restructured 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.

13


NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Tangible Common Book Value Ratios

September 30, 2022

June 30, 2022

    

December 31, 2021

September 30, 2021

Total shareholders' equity

$

919,426

$

815,551

$

840,106

$

844,716

Less: goodwill and core deposit intangible ("CDI") assets, net

 

(186,608)

 

(120,800)

 

(121,392)

 

(121,688)

Add: deferred tax liability related to goodwill

 

10,755

 

10,527

 

10,070

 

9,841

Tangible common equity (non-GAAP)

$

743,573

$

705,278

$

728,784

$

732,869

Total assets

$

7,922,921

$

7,167,999

$

7,214,011

$

7,100,991

Less: goodwill and CDI assets, net

 

(186,608)

 

(120,800)

 

(121,392)

 

(121,688)

Add: deferred tax liability related to goodwill

 

10,755

 

10,527

 

10,070

 

9,841

Tangible assets (non-GAAP)

$

7,747,068

$

7,057,726

$

7,102,689

$

6,989,144

Tangible common equity to tangible assets calculations:

Total shareholders' equity to total assets

11.60%

11.38%

11.65%

11.90%

Less: impact of goodwill and CDI assets, net

(2.00)%

(1.39)%

(1.39)%

(1.41)%

Tangible common equity to tangible assets (non-GAAP)

9.60%

9.99%

10.26%

10.49%

Tangible common book value per share calculations:

Tangible common equity (non-GAAP)

$

743,573

$

705,278

$

728,784

$

732,869

Divided by: ending shares outstanding

 

33,189,253

 

30,075,175

 

29,958,764

 

30,288,131

Tangible common book value per share (non-GAAP)

$

22.40

$

23.45

$

24.33

$

24.20

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

Tangible common equity (non-GAAP)

$

743,573

$

705,278

$

728,784

$

732,869

Accumulated other comprehensive loss, net of tax

 

89,339

 

58,001

 

6,963

 

1,397

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

 

832,912

 

763,279

 

735,747

 

734,266

Divided by: ending shares outstanding

 

33,189,253

 

30,075,175

 

29,958,764

 

30,288,131

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

$

25.10

$

25.38

$

24.56

$

24.24

14


NATIONAL BANK HOLDINGS CORPORATION

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

Return on Average Tangible Assets and Return on Average Tangible Equity

As of and for the three months ended

As of and for the nine months ended

September 30, 

    

June 30, 

    

September 30, 

    

September 30, 

    

September 30, 

2022

    

2022

    

2021

    

2022

    

2021

Net income

$

15,839

$

20,362

$

19,825

$

54,553

$

70,837

Add: impact of CDI amortization expense, after tax

 

295

 

227

 

227

 

751

 

682

Net income excluding the impact of CDI amortization expense, after tax

$

16,134

$

20,589

$

20,052

$

55,304

$

71,519

Net income excluding impact of CDI amortization expense, after tax

$

16,134

$

20,589

$

20,052

$

55,304

$

71,519

Add: acquisition-related adjustments, after tax (non-GAAP)(1)

9,510

773

10,480

Net income excluding impact of CDI amortization expense adjusted, after tax (non-GAAP) (1)

$

25,644

$

21,362

$

20,052

$

65,784

$

71,519

Average assets

$

7,449,066

$

7,231,319

$

7,116,141

$

7,285,934

$

6,977,494

Less: average goodwill and CDI asset, net of deferred tax liability related to goodwill

 

(131,490)

 

(110,446)

 

(112,026)

 

(117,485)

 

(112,320)

Average tangible assets (non-GAAP)

$

7,317,576

$

7,120,873

$

7,004,115

$

7,168,449

$

6,865,174

Average shareholders' equity

$

870,849

$

819,614

$

859,245

$

844,241

$

845,776

Less: average goodwill and CDI asset, net of deferred tax liability related to goodwill

 

(131,490)

 

(110,446)

 

(112,026)

 

(117,485)

 

(112,320)

Average tangible common equity (non-GAAP)

$

739,359

$

709,168

$

747,219

$

726,756

$

733,456

Return on average assets (non-GAAP)

0.84%

1.13%

1.11%

1.00%

1.36%

Return on average tangible assets (non-GAAP)

0.87%

1.16%

1.14%

1.03%

1.39%

Adjusted return on average tangible assets (non-GAAP)

1.39%

1.20%

1.14%

1.23%

1.39%

Return on average equity (non-GAAP)

7.22%

9.96%

9.15%

8.64%

11.20%

Return on average tangible common equity (non-GAAP)

8.66%

11.64%

10.65%

10.17%

13.04%

Adjusted return on average tangible common equity (non-GAAP)

13.76%

12.08%

10.65%

12.10%

13.04%

(1) Acquisition-related adjustments:

Provision expense adjustments:

CECL day 1 provision expense (non-GAAP)

$

5,358

$

$

$

5,358

$

Non-interest expense adjustments:

Acquisition-related expenses (non-GAAP)

6,996

1,006

8,256

$

Acquisition-related adjustments before tax (non-GAAP)

12,354

1,006

­

13,614

Tax expense impact

 

(2,844)

(233)

(3,134)

Acquisition-related adjustments, after tax (non-GAAP)

$

9,510

$

773

$

$

10,480

$

Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

As of and for the three months ended

As of and for the nine months ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2022

2022

2021

2022

2021

Interest income

$

72,369

    

$

58,836

    

$

50,801

    

$

180,730

$

148,464

Add: impact of taxable equivalent adjustment

 

1,409

 

1,336

 

1,315

 

4,058

 

3,862

Interest income FTE (non-GAAP)

$

73,778

$

60,172

$

52,116

$

184,788

$

152,326

Net interest income

$

69,091

$

56,017

$

47,569

$

171,769

$

137,658

Add: impact of taxable equivalent adjustment

 

1,409

 

1,336

 

1,315

 

4,058

 

3,862

Net interest income FTE (non-GAAP)

$

70,500

$

57,353

$

48,884

$

175,827

$

141,520

Average earning assets

$

6,982,048

$

6,802,300

$

6,624,047

$

6,829,975

$

6,475,934

Yield on earning assets

 

4.11%

 

3.47%

 

3.04%

 

3.54%

 

3.07%

Yield on earning assets FTE (non-GAAP)

 

4.19%

 

3.55%

 

3.12%

 

3.62%

 

3.14%

Net interest margin

 

3.93%

 

3.30%

 

2.85%

 

3.36%

 

2.84%

Net interest margin FTE (non-GAAP)

 

4.01%

 

3.38%

 

2.93%

 

3.44%

 

2.92%

15


Efficiency Ratio and Pre-Provision Net Revenue

As of and for the three months ended

As of and for the nine months ended

    

September 30, 

    

June 30, 

    

September 30, 

    

September 30, 

    

September 30, 

    

2022

    

2022

    

2021

    

2022

    

2021

Net interest income

$

69,091

$

56,017

$

47,569

$

171,769

$

137,658

Add: impact of taxable equivalent adjustment

 

1,409

 

1,336

 

1,315

 

4,058

 

3,862

Net interest income FTE (non-GAAP)

$

70,500

$

57,353

$

48,884

$

175,827

$

141,520

Non-interest income

$

17,358

$

16,762

$

28,522

$

53,174

$

87,149

Non-interest expense

$

53,938

$

45,552

$

51,314

$

143,572

$

147,325

Less: CDI asset amortization

(383)

 

(296)

 

(295)

 

(975)

 

(887)

Less: Acquisition-related expenses

(6,996)

(1,006)

(8,256)

Non-interest expense adjusted for CDI asset amortization and acquisition-related expenses (non-GAAP)

$

46,559

$

44,250

$

51,019

$

134,341

$

146,438

Non-interest expense

$

53,938

$

45,552

$

51,314

$

143,572

$

147,325

Less: Acquisition-related expenses

 

(6,996)

 

(1,006)

 

 

(8,256)

 

Non-interest expense adjusted for acquisition-related expenses (non-GAAP)

$

46,942

$

44,546

$

51,314

$

135,316

$

147,325

Efficiency ratio

62.39%

62.59%

67.44%

63.83%

65.53%

Efficiency ratio FTE (non-GAAP)

61.39%

61.46%

66.29%

62.69%

64.43%

Efficiency ratio FTE, adjusted for CDI and acquisition-related expenses (non-GAAP)

52.99%

59.70%

65.91%

58.66%

64.04%

Pre-provision net revenue (non-GAAP)

$

32,511

$

27,227

$

24,777

$

81,371

$

77,482

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

 

33,920

 

28,563

 

26,092

 

85,429

 

81,344

Pre-provision net revenue FTE, adjusted for acquisition-related expenses (non-GAAP)

40,916

29,569

26,092

93,685

81,344

Adjusted Net Income and Earnings Per Share

As of and for the three months ended

As of and for the nine months ended

    

September 30, 

    

June 30, 

    

September 30, 

    

September 30, 

    

September 30, 

    

2022

    

2022

    

2021

    

2022

    

2021

Adjustments to net income:

Net income

$

15,839

$

20,362

$

19,825

$

54,553

$

70,837

Add: Acquisition-related adjustments, after tax (non-GAAP)

9,510

773

10,480

Adjusted net income (non-GAAP)

$

25,349

$

21,135

$

19,825

$

65,033

$

70,837

Adjustments to earnings per share:

Earnings per share diluted

$

0.50

$

0.67

$

0.64

$

1.77

$

2.27

Add: Acquisition-related adjustments, after tax (non-GAAP)

0.30

0.02

0.34

Adjusted earnings per share - diluted (non-GAAP)

$

0.80

$

0.69

$

0.64

$

2.11

$

2.27

16