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0001475841false00014758412022-04-182022-04-18

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

FORM 8-K

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

Date of Report (Date of earliest event reported): April 18, 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 April 18, 2022, National Bank Holdings Corporation (“NBHC”) issued a press release announcing its financial results for the quarter ended March 31, 2022, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure. *

On April 18, 2022, NBHC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Community Bancorporation, the holding company for Rock Canyon Bank, headquartered in Provo, Utah, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, NBHC and Community Bancorporation will merge, with NBHC continuing as the surviving entity (the “Merger”).

NBHC has distributed, made available to investors, and posted on its website, the press release and accompanying financial tables reflecting its financial results for the quarter ended March 31, 2022, which also includes information regarding the terms of the proposed Merger. In addition, NBHC is furnishing an investor presentation providing supplemental information regarding the proposed Merger, which investor presentation is furnished as Exhibit 99.2 hereto and incorporated herein by reference. Representatives from NBHC intend to use the investor presentation in one or more meetings with investors and analysts from time to time.

Item 9.01. Financial Statements and Exhibits. *

(d) Exhibits

Exhibit No.

    

Description of Exhibit

99.1

Press release dated April 18, 2022

99.2

National Bank Holdings Corporation Investor Presentation, dated April 18, 2022

104

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

*The information contained in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K 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.

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SIGNATURES

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

National Bank Holdings Corporation

By:

/s/ Angela N. Petrucci

Name: Angela N. Petrucci

Title: Chief Administrative Officer and General Counsel

Date: April 18, 2022

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Exhibit 99.1

Graphic

National Bank Holdings Corporation Announces First Quarter 2022

Financial Results and Agreement to Acquire Rock Canyon Bank

Acquisition furthers strategic growth in the fast-growing Salt Lake City region

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

For the quarter

1Q22

4Q21

1Q21

Net income ($000's)

$

18,352

$

22,769

$

26,812

Earnings per share - diluted

$

0.60

$

0.74

$

0.86

Return on average tangible assets(1)

1.07%

1.30%

1.65%

Return on average tangible common equity(1)

10.31%

12.37%

15.20%

                                                      

(1)

Ratios are annualized. See non-GAAP reconciliations starting on page 13.

Today National Bank Holdings Corporation (the “Company” or “NBHC”), the holding company for NBH Bank, announces the signing of a definitive merger agreement to acquire Community Bancorporation (“CB”), the holding company for Rock Canyon Bank, headquartered in Provo, Utah and operating in the greater Salt Lake City region. Upon completion of the exclusively negotiated transaction, NBHC will have approximately $9.6 billion in pro forma assets, including $6.0 billion in total loans, and $8.4 billion in total deposits when combined with the previously announced acquisition of Bancshares of Jackson Hole Incorporated. NBHC will also become the #1 third-party SBA loan volume originator in the state of Utah.

“Our focus on expanding NBHC’s presence in high performing U.S. markets is again demonstrated by the announcement of our intent to acquire Rock Canyon Bank,” said Tim Laney, Chairman, President and CEO of National Bank Holdings Corporation. “Rock Canyon Bank’s highly successful SBA business strategy de-risks the balance sheet, produces strong fee income, and is scalable across our franchise. Equally important, this acquisition strengthens our position as a premier regional bank serving the fast-growing Salt Lake City region. Rock Canyon Bank clients will continue to enjoy the exceptional service and local decision making they have come to expect. They will also benefit from enhanced service offerings including expanded commercial loan and treasury management solutions.”

“We are pleased to have found a partner in NBH Bank that shares our commitment to serving local businesses by providing highly personalized service that supports our clients’ and our communities’ success,” said Park Roney, President and CEO of Community Bancorporation and Chairman of Rock Canyon Bank. “NBH Bank has earned a reputation as an outstanding bank and is our partner of choice.”

Tod Monsen, CEO of Rock Canyon Bank went on to say, “NBH Bank brings us best-in-class banking solutions for our clients, and I am looking forward to working alongside their proven and high energy leadership team as we work to take our performance to the next level.”

Under the terms of the agreement, CB shareholders will receive approximately $16.1 million of cash consideration and approximately 3.1 million shares of NBHC common stock, subject to certain potential adjustments. The transaction has a value of $136.0 million in the aggregate, based on NBHC’s closing price of $38.69 on April 14, 2022.

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In announcing NBHC’s first quarter 2022 results, Tim Laney shared, “We’re off to a solid start delivering quarterly earnings of $0.60 per diluted share. Our teams delivered record first quarter loan fundings driving strong annualized core loan growth of 15.8%.  We continue to deliver on our proven track record of maintaining excellent credit quality with a record low non-performing loans ratio of 0.24%. Our excess liquidity coupled with a fortress balance sheet leaves the bank well positioned to address any implications of an economic downturn, while also providing optionality to be leveraged for future growth.”

First Quarter 2022 Results

(All comparisons refer to the fourth quarter of 2021, except as noted)

Net income totaled $18.4 million, or $0.60 per diluted share, during the first quarter of 2022, compared to $22.8 million or $0.74 per diluted share during the fourth quarter of 2021. The return on average tangible assets was 1.07%, compared to 1.30%, and the return on average tangible common equity was 10.31%, compared to 12.37%.

Net Interest Income

Fully taxable equivalent net interest income totaled $48.0 million during the first quarter of 2022, a decrease of $2.8 million driven by $1.9 million lower accretion income from acquired loans, $1.4 million lower Paycheck Protection Program (“PPP”) loan fee income and a $0.9 million decrease from two fewer calendar days. These decreases were partially offset by higher loan volumes and yields as well as lower cost of funds. The fully taxable equivalent net interest margin narrowed 13 basis points to 2.90% due to lower accretion income from acquired loans and lower PPP loan fees. While the impact of the 25 basis point increase in the federal funds rate on March 16, 2022 had a nominal impact on the Company’s first quarter 2022 results, the Company’s net interest income in future periods will benefit from this rate increase. The yield on earnings assets decreased 13 basis points, and the cost of deposits improved one basis point to a record low 0.17%.

Loans

Total loans ended the quarter at $4.7 billion, an increase of $160.9 million over the prior quarter. Excluding PPP loans of $7.6 million and $21.7 million for the first and fourth quarters respectively, total loans increased $174.9 million or 15.8% annualized, led by commercial loan growth of $152.9 million or 19.7% annualized. We generated record first quarter loan fundings totaling $419.7 million, led by commercial loan fundings of $305.3 million.

Asset Quality and Provision for Loan Losses

The Company recorded $0.3 million of provision release during the quarter driven by strong asset quality. Annualized net charge-offs totaled 0.05%, compared to 0.02% in the prior quarter. Non-performing loans (comprised of non-accrual loans and non-accrual TDRs) remained a record low 0.24% of total loans, and non-performing assets decreased four basis points to 0.35% of total loans and OREO. The allowance for credit losses as a percentage of total loans totaled 1.04%, compared to 1.10% at December 31, 2021.

Deposits

Average total deposits increased $33.8 million or 2.2% annualized, to $6.2 billion for the first quarter 2022. Average transaction deposits (defined as total deposits less time deposits) increased $63.7 million or 4.9% annualized. The mix of transaction deposits to total deposits improved 78 basis points to 87.4% at March 31, 2022. The loan to deposit ratio increased 97 basis points to 73.4%.

Non-Interest Income

Non-interest income totaled $19.1 million, a decrease of $4.2 million primarily driven by $2.2 million lower unrealized gains from equity method investments included in the prior quarter and $0.7 million lower mortgage banking income. Service charges and bank card fees decreased a combined $0.5 million during the quarter due to seasonality.

Non-Interest Expense

Non-interest expense totaled $44.1 million, a decrease of $0.4 million from the prior quarter. Salaries and benefits decreased $0.7 million largely due to two fewer calendar days. Included in the first quarter 2022 were $0.3 million of gains on sale of OREO, compared to $0.7

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million in the prior quarter. The fully taxable equivalent efficiency ratio was 65.3% at March 31, 2022, compared to 59.7% at December 31, 2021.

Income tax expense totaled $3.6 million during the first quarter, compared to $5.3 million. The effective tax rate for the first quarter 2022 was 16.4%, compared to 18.6% for the full year 2021. 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 March 31, 2022 for the consolidated company and NBH Bank were 10.48% and 9.09%, respectively. Shareholders’ equity totaled $820.2 million at March 31, 2022, decreasing $19.9 million primarily due to a higher accumulated other comprehensive loss.

Common book value per share decreased $0.71 to $27.33 at March 31, 2022. Tangible common book value per share decreased $0.69 to $23.64 at March 31, 2022 as this quarter’s earnings, net of dividends paid, were outpaced by the increase in accumulated other comprehensive loss. Excluding accumulated other comprehensive loss, the tangible book value per share increased $0.37 to $24.93 at March 31, 2022.

Year-Over-Year Review

(All comparisons refer to the first quarter 2021, except as noted)

Net income totaled $18.4 million, or $0.60 per diluted share, for the first quarter of 2022, compared to $26.8 million, or $0.86 per diluted share for the first quarter of 2021. The decrease was largely due to $12.7 million lower mortgage banking income, due to lower refinance activity in 2022. The return on average tangible assets was 1.07%, compared to 1.65% in the same period prior year, and the return on average tangible common equity was 10.31%, compared to 15.20%.

Fully taxable equivalent net interest income totaled $48.0 million, an increase of $1.5 million or 3.2%. Average earning assets increased $464.6 million, or 7.4%, including originated loan growth of $356.9 million. The fully taxable equivalent net interest margin narrowed 12 basis points to 2.90%, due to lower earning asset yields, which were partially offset by a decrease in the cost of funds. The yield on earning assets decreased 20 basis points driven by lower PPP loan forgiveness activity. The cost of deposits decreased 11 basis points to a record low 0.17%.

Loans outstanding totaled $4.7 billion, increasing $371.0 million or 8.6%. Excluding PPP loans of $7.6 million and $217.7 million for the first quarters 2022 and 2021 respectively, total loans increased $581.0 million or 14.2%, led by commercial loan growth of $534.6 million, or 19.4%. New loan fundings over the trailing 12 months totaled a record $1.7 billion, led by commercial loan fundings of $1.2 billion.  

The Company recorded $0.3 million of provision release during the first quarter, compared to a provision release of $3.6 million in the same period last year. The provision release was driven by strong asset quality and an improved outlook in the CECL model’s underlying economic forecast. Net charge-offs totaled 0.05% of total loans, compared to 0.01% of total loans in the same period last year. Non-performing loans to total loans improved 14 basis points to 0.24% at March 31, 2022. The allowance for credit losses totaled 1.04% of total loans, compared to 1.28% at March 31, 2021.

Average total deposits increased $413.4 million or 7.2%, to $6.2 billion. Average non-interest bearing demand deposits increased $268.3 million or 12.4%, and average transaction deposits increased $559.0 million, or 11.6%. The mix of transaction deposits to total deposits increased by 319 basis points to 87.4%, and the mix of non-interest bearing demand deposits to total deposits improved 189 basis points to 40.1% at March 31, 2022.

Non-interest income totaled $19.1 million, a decrease of $14.3 million or 42.9%, driven by $12.7 million lower mortgage banking income due to lower refinance activity in 2022, as well as competition driving tighter gain on sale margins. Other non-interest income

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decreased $1.0 million due to $0.5 million lower unrealized gains on equity method investments. Included in the first quarter of 2022 was $0.7 million of banking center consolidation-related income, compared to $1.5 million in the same period last year. Service charges and bank card fees increased a combined $0.3 million compared to the first quarter 2021.

Non-interest expense totaled $44.1 million, a decrease of $5.6 million or 11.2%. Salaries and benefits decreased $4.2 million largely due to lower mortgage banking-related compensation. Occupancy and equipment decreased $0.2 million due to efficiencies gained from banking center consolidations. Problem asset workout expense decreased $0.3 million, and gain on sale of OREO increased $0.2 million.

Income tax expense totaled $3.6 million, a decrease of $2.1 million from the first quarter last year, driven by lower pre-tax income.

Acquisition of Rock Canyon Bank

Rock Canyon Bank was founded in 1991, and as of December 31, 2021 had $814.3 million in total assets, including $494.2 million in total loans, and $736.6 million in total deposits. Rock Canyon Bank is the leading third-party SBA loan originator in the state of Utah. Upon the close of the transaction, Rock Canyon Bank will operate as Hillcrest Bank. Please refer to the accompanying acquisition disclosure for additional transaction details.

BofA Securities, Inc. served as financial advisor and Squire Patton Boggs (US) LLP served as legal counsel to National Bank Holdings Corporation. Kirton McConkie served as legal counsel to Community Bancorporation.

Conference Call

Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Tuesday, April 19, 2022. Interested parties may listen to this call by dialing (800) 289-0720/+44 (0)330 165 4012 (United Kingdom) using the confirmation code of 2525902 and asking for the NBHC Q1 2022 Earnings Call. A telephonic replay of the call will be available beginning approximately four hours after the call’s completion through April 24, 2022, by dialing (888) 203-1112 using the confirmation code of 2525902. The earnings release and an on-line replay of the call will also 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 subsidiary, NBH Bank, National Bank Holdings Corporation operates a network of 81 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, Texas, Utah and New Mexico. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. 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; and in Texas, Utah and New Mexico, Hillcrest Bank and Hillcrest Bank Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: cobnks.com, bankmw.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:

Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;

Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;

Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;

NBH Bank: twitter.com/nbhbank;

or connect with any of our brands on LinkedIn.

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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,” and “fully taxable equivalent” metrics, are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

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

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: ability to obtain regulatory approvals and meet other closing conditions to the mergers on the expected terms and schedule; delay in closing the mergers; 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 proposed transactions; 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

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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 position; 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]

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NATIONAL BANK HOLDINGS CORPORATION

FINANCIAL SUMMARY

Consolidated Statements of Operations (Unaudited)

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

For the three months ended

March 31, 

    

December 31, 

    

March 31, 

2022

2021

2021

Total interest and dividend income

$

49,525

$

52,501

$

49,213

Total interest expense

 

2,864

 

3,015

 

3,992

Net interest income

 

46,661

 

49,486

 

45,221

Taxable equivalent adjustment

1,313

1,299

1,268

Net interest income FTE(1)

47,974

50,785

46,489

Provision (release) expense for loan losses

 

(322)

 

132

 

(3,575)

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

 

48,296

 

50,653

 

50,064

Non-interest income:

Service charges

 

3,710

 

3,905

 

3,474

Bank card fees

 

4,123

 

4,476

 

4,073

Mortgage banking income

 

9,666

 

10,387

 

22,379

Other non-interest income

 

847

 

3,388

 

1,847

OREO-related income

 

 

 

35

Banking center consolidation-related income

 

708

 

1,059

 

1,553

Total non-interest income

 

19,054

 

23,215

 

33,361

Non-interest expense:

Salaries and benefits

 

29,336

 

29,986

 

33,523

Occupancy and equipment

6,396

6,133

6,550

Professional fees

 

814

 

781

 

742

Other non-interest expense

 

7,352

 

7,764

 

6,853

Problem asset workout

 

163

 

212

 

438

Gain on sale of OREO, net

 

(275)

 

(667)

 

(29)

Core deposit intangible asset amortization

296

296

296

Banking center consolidation-related expense

1,295

Total non-interest expense

44,082

 

44,505

 

49,668

Income before income taxes FTE(1)

 

23,268

 

29,363

 

33,757

Taxable equivalent adjustment

1,313

1,299

1,268

Income before income taxes

21,955

28,064

32,489

Income tax expense

 

3,603

 

5,295

 

5,677

Net income

$

18,352

$

22,769

$

26,812

Earnings per share - basic

$

0.61

$

0.75

$

0.87

Earnings per share - diluted

0.60

0.74

0.86

                                                      

(1)

    

Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented.

7


NATIONAL BANK HOLDINGS CORPORATION

Consolidated Statements of Financial Condition (Unaudited)

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

March 31, 2022

December 31, 2021

March 31, 2021

ASSETS

Cash and cash equivalents

$

786,385

$

845,695

$

822,518

Investment securities available-for-sale

 

790,384

 

691,847

 

666,915

Investment securities held-to-maturity

 

567,055

 

609,012

 

520,823

Non-marketable securities

 

54,568

 

50,740

 

15,493

Loans

 

4,674,238

 

4,513,383

 

4,303,246

Allowance for credit losses

 

(48,810)

 

(49,694)

 

(55,057)

Loans, net

 

4,625,428

 

4,463,689

 

4,248,189

Loans held for sale

 

90,152

 

139,142

 

228,888

Other real estate owned

 

5,063

 

7,005

 

5,669

Premises and equipment, net

 

95,133

 

96,747

 

101,830

Goodwill

 

115,027

 

115,027

 

115,027

Intangible assets, net

 

13,505

 

12,322

 

20,205

Other assets

 

198,812

 

182,785

 

203,944

Total assets

$

7,341,512

$

7,214,011

$

6,949,501

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

Non-interest bearing demand deposits

$

2,554,820

$

2,506,265

$

2,295,704

Interest bearing demand deposits

 

595,137

 

555,401

 

557,850

Savings and money market

 

2,412,081

 

2,332,591

 

2,199,420

Total transaction deposits

 

5,562,038

 

5,394,257

 

5,052,974

Time deposits

 

802,772

 

833,916

 

948,676

Total deposits

 

6,364,810

 

6,228,173

 

6,001,650

Securities sold under agreements to repurchase

 

24,744

 

22,768

 

19,405

Long-term debt

 

39,505

 

39,478

 

Other liabilities

 

92,238

 

83,486

 

96,456

Total liabilities

 

6,521,297

 

6,373,905

 

6,117,511

Shareholders' equity:

Common stock

 

515

 

515

 

515

Additional paid in capital

 

1,014,332

 

1,014,294

 

1,010,798

Retained earnings

 

301,220

 

289,876

 

243,446

Treasury stock

 

(457,219)

 

(457,616)

 

(423,254)

Accumulated other comprehensive (loss) income, net of tax

 

(38,633)

 

(6,963)

 

485

Total shareholders' equity

 

820,215

 

840,106

 

831,990

Total liabilities and shareholders' equity

$

7,341,512

$

7,214,011

$

6,949,501

SHARE DATA

Average basic shares outstanding

 

30,120,195

 

30,338,265

 

30,828,262

Average diluted shares outstanding

 

30,479,261

 

30,715,500

 

31,143,322

Ending shares outstanding

 

30,008,781

 

29,958,764

 

30,715,790

Common book value per share

$

27.33

$

28.04

$

27.09

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

23.64

24.33

23.41

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

24.93

24.56

23.40

CAPITAL RATIOS

Average equity to average assets

11.74%

11.88%

12.36%

Tangible common equity to tangible assets(1)

9.81%

10.26%

10.52%

Tier 1 leverage ratio

10.48%

10.39%

10.80%

Common equity tier 1 risk-based capital ratio

13.94%

14.26%

15.23%

Tier 1 risk-based capital ratio

13.94%

14.26%

15.23%

Total risk-based capital ratio

15.56%

15.92%

16.30%

                                                      

(1)

    

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

8


NATIONAL BANK HOLDINGS CORPORATION

Loan Portfolio

(Dollars in thousands)

Period End Loan Balances by Type

March 31, 2022

March 31, 2022

vs. December 31, 2021

vs. March 31, 2021

March 31, 2022

December 31, 2021

% Change

March 31, 2021

% Change

Originated:

Commercial:

Commercial and industrial

$

1,551,447

$

1,479,895

4.8%

$

1,395,461

11.2%

Municipal and non-profit

949,125

928,705

2.2%

850,663

11.6%

Owner-occupied commercial real estate

554,345

503,663

10.1%

476,625

16.3%

Food and agribusiness

205,899

200,412

2.7%

178,419

15.4%

Total commercial

3,260,816

3,112,675

4.8%

2,901,168

12.4%

Commercial real estate non-owner occupied

634,928

611,765

3.8%

553,184

14.8%

Residential real estate

626,763

616,135

1.7%

604,001

3.8%

Consumer

17,321

17,336

(0.1)%

17,671

(2.0)%

Total originated

4,539,828

4,357,911

4.2%

4,076,024

11.4%

Acquired:

Commercial:

Commercial and industrial

15,800

16,252

(2.8)%

20,405

(22.6)%

Municipal and non-profit

335

340

(1.5)%

370

(9.5)%

Owner-occupied commercial real estate

21,329

29,973

(28.8)%

50,607

(57.9)%

Food and agribusiness

2,976

3,177

(6.3)%

4,129

(27.9)%

Total commercial

40,440

49,742

(18.7)%

75,511

(46.4)%

Commercial real estate non-owner occupied

46,431

52,964

(12.3)%

81,176

(42.8)%

Residential real estate

47,314

52,521

(9.9)%

70,141

(32.5)%

Consumer

225

245

(8.2)%

394

(42.9)%

Total acquired

134,410

155,472

(13.5)%

227,222

(40.8)%

Total loans

$

4,674,238

$

4,513,383

3.6%

$

4,303,246

8.6%

Loan Fundings(1)

First quarter

Fourth quarter

Third quarter

Second quarter

First quarter

2022

2021

2021

2021

2021

Commercial:

Commercial and industrial

$

169,168

$

229,529

$

196,289

$

147,030

$

144,531

Municipal and non-profit

49,906

101,450

43,516

25,131

7,999

Owner occupied commercial real estate

 

67,597

 

28,914

 

53,445

 

48,225

 

27,093

Food and agribusiness

 

18,620

 

11,016

 

8,442

 

26,956

 

(10,104)

Total commercial

305,291

370,909

301,692

247,342

169,519

Commercial real estate non-owner occupied

 

63,416

 

46,128

 

55,392

 

58,532

 

49,195

Residential real estate

 

49,040

 

55,873

 

54,442

 

53,962

 

74,145

Consumer

 

1,904

 

2,524

 

1,810

 

2,267

 

1,353

Total

$

419,651

$

475,434

$

413,336

$

362,103

$

294,212

                                                      

(1)

    

Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings (paydowns) under revolving lines of credit were $66,430, $138,777, $29,154, $59,520 and ($26,395) as of the first quarter of 2022 and the fourth, third, second and first quarter 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

March 31, 2022

December 31, 2021

March 31, 2021

Average

    

    

Average

    

Average

    

    

Average

    

Average

    

    

Average

balance

Interest

rate

balance

Interest

rate

balance

Interest

rate

Interest earning assets:

Originated loans FTE(1)(2)

$

4,361,919

$

42,085

3.91%

$

4,296,318

$

43,066

3.98%

$

4,004,994

$

39,560

4.01%

Acquired loans

 

147,638

 

2,568

7.05%

 

172,567

 

4,493

10.33%

 

238,468

5,128

8.72%

Loans held for sale

93,639

756

3.27%

166,470

1,214

2.89%

231,521

1,517

2.66%

Investment securities available-for-sale

 

751,646

 

2,849

1.52%

 

689,994

 

2,560

1.48%

 

686,731

2,485

1.45%

Investment securities held-to-maturity

 

589,830

 

2,012

1.36%

 

637,250

 

1,994

1.25%

 

421,119

1,416

1.34%

Other securities

 

14,590

 

209

5.73%

 

14,590

 

209

5.73%

 

15,818

210

5.31%

Interest earning deposits and securities purchased under agreements to resell

 

743,239

 

359

0.20%

 

678,729

 

264

0.15%

 

639,273

165

0.10%

Total interest earning assets FTE(2)

$

6,702,501

$

50,838

3.08%

$

6,655,918

$

53,800

3.21%

$

6,237,924

$

50,481

3.28%

Cash and due from banks

$

79,383

$

79,058

$

81,253

Other assets

 

442,098

 

460,664

 

495,222

Allowance for credit losses

 

(49,584)

 

(49,069)

 

(58,915)

Total assets

$

7,174,398

$

7,146,571

$

6,755,484

Interest bearing liabilities:

Interest bearing demand, savings and money market deposits

$

2,936,158

$

1,437

0.20%

$

2,847,562

$

1,500

0.21%

$

2,645,487

$

1,652

0.25%

Time deposits

 

821,814

 

1,094

0.54%

 

851,779

 

1,312

0.61%

 

967,447

2,335

0.98%

Securities sold under agreements to repurchase

 

22,770

 

7

0.12%

 

20,420

 

7

0.14%

 

21,377

5

0.09%

Long-term debt

39,489

326

3.35%

24,599

 

196

3.16%

0.00%

Total interest bearing liabilities

$

3,820,231

$

2,864

0.30%

$

3,744,360

$

3,015

0.32%

$

3,634,311

$

3,992

0.45%

Demand deposits

$

2,434,198

$

2,459,063

$

2,165,868

Other liabilities

 

78,027

 

94,345

 

120,607

Total liabilities

 

6,332,456

 

6,297,768

 

5,920,786

Shareholders' equity

 

841,942

 

848,803

 

834,698

Total liabilities and shareholders' equity

$

7,174,398

$

7,146,571

$

6,755,484

Net interest income FTE(2)

$

47,974

$

50,785

$

46,489

Interest rate spread FTE(2)

2.78%

2.89%

2.83%

Net interest earning assets

$

2,882,270

$

2,911,558

$

2,603,613

Net interest margin FTE(2)

2.90%

3.03%

3.02%

Average transaction deposits

$

5,370,356

$

5,306,625

$

4,811,355

Average total deposits

6,192,170

6,158,404

5,778,802

Ratio of average interest earning assets to average interest bearing liabilities

175.45%

177.76%

171.64%

                                                      

(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 $1,313, $1,299 and $1,268 for the three months ended March 31, 2022, December 31, 2021 and March 31, 2021, respectively.

10


NATIONAL BANK HOLDINGS CORPORATION

Allowance for Credit Losses and Asset Quality

(Dollars in thousands)

Allowance for Credit Losses Analysis

As of and for the three months ended

March 31, 2022

December 31, 2021

March 31, 2021

Beginning allowance for credit losses

$

49,694

$

49,155

$

59,777

Charge-offs

 

(634)

 

(268)

(302)

Recoveries

75

72

182

Provision (release) expense

 

(325)

 

735

 

(4,600)

Ending allowance for credit losses ("ACL")

$

48,810

$

49,694

$

55,057

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

0.05%

0.02%

0.01%

Ratio of ACL to total loans outstanding at period end

1.04%

1.10%

1.28%

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

440.01%

458.77%

336.25%

Total loans

$

4,674,238

$

4,513,383

$

4,303,246

Average total loans during the period

4,520,205

4,490,391

4,277,481

Total non-performing loans

11,093

10,832

16,374

Past Due and Non-accrual Loans

March 31, 2022

December 31, 2021

March 31, 2021

Loans 30-89 days past due and still accruing interest

$

3,034

$

1,687

$

1,867

Loans 90 days past due and still accruing interest

 

389

 

420

 

1,021

Non-accrual loans

 

11,093

 

10,832

 

16,374

Total past due and non-accrual loans

$

14,516

$

12,939

$

19,262

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

0.25%

0.25%

0.40%

Asset Quality Data

March 31, 2022

December 31, 2021

March 31, 2021

Non-performing loans

$

11,093

$

10,832

$

16,374

OREO

 

5,063

 

7,005

 

5,669

Other repossessed assets

 

 

 

17

Total non-performing assets

$

16,156

$

17,837

$

22,060

Accruing restructured loans

$

4,979

$

7,186

$

13,822

Total non-performing loans to total loans

0.24%

0.24%

0.38%

Total non-performing assets to total loans and OREO

0.35%

0.39%

0.51%

11


NATIONAL BANK HOLDINGS CORPORATION

Key Ratios(1)

As of and for the three months ended

March 31, 

    

December 31, 

    

March 31, 

2022

    

2021

    

2021

Return on average assets

1.04%

1.26%

1.61%

Return on average tangible assets(2)

1.07%

1.30%

1.65%

Return on average equity

8.84%

10.64%

13.03%

Return on average tangible common equity(2)

10.31%

12.37%

15.20%

Loan to deposit ratio (end of period)

73.44%

72.47%

71.70%

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

40.14%

40.24%

38.25%

Net interest margin(3)

2.82%

2.95%

2.94%

Net interest margin FTE(2)(3)

2.90%

3.03%

3.02%

Interest rate spread FTE(2)(4)

2.78%

2.89%

2.83%

Yield on earning assets(5)

3.00%

3.13%

3.20%

Yield on earning assets FTE(2)(5)

3.08%

3.21%

3.28%

Cost of interest bearing liabilities(5)

0.30%

0.32%

0.45%

Cost of deposits

0.17%

0.18%

0.28%

Non-interest income to total revenue FTE(2)

28.43%

31.37%

41.78%

Non-interest expense to average assets

2.49%

2.47%

2.98%

Efficiency ratio

66.63%

60.81%

62.83%

Efficiency ratio FTE(2)

65.32%

59.74%

61.83%

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

Non-performing loans to total loans

0.24%

0.24%

0.38%

Non-performing assets to total loans and OREO

0.35%

0.39%

0.51%

Allowance for credit losses to total loans

1.04%

1.10%

1.28%

Allowance for credit losses to non-performing loans

440.01%

458.77%

336.25%

Net charge-offs to average loans(1)

0.05%

0.02%

0.01%

                                                      

(1)

    

Ratios are annualized.

(2)

    

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

(3)

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

(4)

    

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

(5)

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

(6)

Non-performing loans consist of non-accruing loans and 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.

12


NATIONAL BANK HOLDINGS CORPORATION

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Tangible Common Book Value Ratios

March 31, 2022

December 31, 2021

March 31, 2021

Total shareholders' equity

$

820,215

$

840,106

$

831,990

Less: goodwill and core deposit intangible assets, net

 

(121,096)

 

(121,392)

 

(122,280)

Add: deferred tax liability related to goodwill

 

10,298

 

10,070

 

9,384

Tangible common equity (non-GAAP)

$

709,417

$

728,784

$

719,094

Total assets

$

7,341,512

$

7,214,011

$

6,949,501

Less: goodwill and core deposit intangible assets, net

 

(121,096)

 

(121,392)

 

(122,280)

Add: deferred tax liability related to goodwill

 

10,298

 

10,070

 

9,384

Tangible assets (non-GAAP)

$

7,230,714

$

7,102,689

$

6,836,605

Tangible common equity to tangible assets calculations:

Total shareholders' equity to total assets

11.17%

11.65%

11.97%

Less: impact of goodwill and core deposit intangible assets, net

(1.36)%

(1.39)%

(1.45)%

Tangible common equity to tangible assets (non-GAAP)

9.81%

10.26%

10.52%

Tangible common book value per share calculations:

Tangible common equity (non-GAAP)

$

709,417

$

728,784

$

719,094

Divided by: ending shares outstanding

 

30,008,781

 

29,958,764

 

30,715,790

Tangible common book value per share (non-GAAP)

$

23.64

$

24.33

$

23.41

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

Tangible common equity (non-GAAP)

$

709,417

$

728,784

$

719,094

Accumulated other comprehensive loss (income), net of tax

 

38,633

 

6,963

 

(485)

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

 

748,050

 

735,747

 

718,609

Divided by: ending shares outstanding

 

30,008,781

 

29,958,764

 

30,715,790

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

$

24.93

$

24.56

$

23.40

13


NATIONAL BANK HOLDINGS CORPORATION

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

Return on Average Tangible Assets and Return on Average Tangible Equity

As of and for the three months ended

March 31, 

    

December 31, 

    

March 31, 

2022

    

2021

    

2021

Net income

$

18,352

$

22,769

$

26,812

Add: impact of core deposit intangible amortization expense, after tax

 

227

 

227

 

228

Net income adjusted for impact of core deposit intangible amortization expense, after tax

$

18,579

$

22,996

$

27,040

Average assets

$

7,174,398

$

7,146,571

$

6,755,484

Less: average goodwill and core deposit intangible asset, net of deferred tax liability related to goodwill

 

(110,973)

 

(111,508)

 

(113,074)

Average tangible assets (non-GAAP)

$

7,063,425

$

7,035,063

$

6,642,410

Average shareholders' equity

$

841,942

$

848,803

$

834,698

Less: average goodwill and core deposit intangible asset, net of deferred tax liability related to goodwill

 

(110,973)

 

(111,508)

 

(113,074)

Average tangible common equity (non-GAAP)

$

730,969

$

737,295

$

721,624

Return on average assets

1.04%

1.26%

1.61%

Return on average tangible assets (non-GAAP)

1.07%

1.30%

1.65%

Return on average equity

8.84%

10.64%

13.03%

Return on average tangible common equity (non-GAAP)

10.31%

12.37%

15.20%

Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

As of and for the three months ended

March 31, 

December 31, 

March 31, 

2022

2021

2021

Interest income

$

49,525

    

$

52,501

    

$

49,213

Add: impact of taxable equivalent adjustment

 

1,313

 

1,299

 

1,268

Interest income FTE (non-GAAP)

$

50,838

$

53,800

$

50,481

Net interest income

$

46,661

$

49,486

$

45,221

Add: impact of taxable equivalent adjustment

 

1,313

 

1,299

 

1,268

Net interest income FTE (non-GAAP)

$

47,974

$

50,785

$

46,489

Average earning assets

$

6,702,501

$

6,655,918

$

6,237,924

Yield on earning assets

 

3.00%

 

3.13%

 

3.20%

Yield on earning assets FTE (non-GAAP)

 

3.08%

 

3.21%

 

3.28%

Net interest margin

 

2.82%

 

2.95%

 

2.94%

Net interest margin FTE (non-GAAP)

 

2.90%

 

3.03%

 

3.02%

Efficiency Ratio

As of and for the three months ended

    

March 31, 

    

December 31, 

    

March 31, 

    

2022

    

2021

    

2021

Net interest income

$

46,661

$

49,486

$

45,221

Add: impact of taxable equivalent adjustment

 

1,313

 

1,299

 

1,268

Net interest income, FTE (non-GAAP)

$

47,974

$

50,785

$

46,489

Non-interest income

$

19,054

$

23,215

$

33,361

Non-interest expense

$

44,082

$

44,505

$

49,668

Less: core deposit intangible asset amortization

(296)

 

(296)

 

(296)

Non-interest expense, adjusted for core deposit intangible asset amortization

$

43,786

$

44,209

$

49,372

Efficiency ratio

66.63%

60.81%

62.83%

Efficiency ratio FTE (non-GAAP)

65.32%

59.74%

61.83%

14


Exhibit 99.2

GRAPHIC

NBHC to Acquire Rock Canyon Bank Salt Lake City / Provo Region (c) Copyright Statement April 18, 2022 Further Accelerating Growth in Premier U.S. Markets

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(c) Copyright Statement 2 Forward - Looking Statements This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 95. Forward - looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “est ima te,” “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. Suc h 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: ability to obtain regulatory approvals and meet o the r closing conditions to the mergers on the expected terms and schedule; delay in closing the mergers; difficulties and delays in integrating the NBHC, Community Bancorp ora tion, and Bancshares of Jackson Hole Incorporated businesses or fully realizing cost savings and other benefits; business disruption following the proposed transactions; ability to execute our business strategy; business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liq uid ity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes impos ed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; chang es in the economy or supply - demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; with respect to o ur mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related l oan s; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and oth er expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without sig nificant change in client service or risk to the Company's control environment; the Company's dependence on information technology and telecommunications systems of third - pa rty service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit gr owt h 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 acco unt ing 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 ef fects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our position; continued consolidation in the financia l s ervices 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 dev elo pments; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solutio n 2 UniFi; the Company’s continued ability to attract, hire and maintain qualified personnel; ability to implement and/or improve operational management and other inter nal 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 di sas ters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incide nt, 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, counterp arties, 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 se t f orth in forward - looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward - looking statements are mad e 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 o r circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by appl ica ble law.

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(c) Copyright Statement 3 About Non - GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible book value” and “tangible book value per share” metrics, ar e 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 financia l 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 operat ing 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 an d 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 meas ure so that both measures and the individual components may be considered when analyzing our performance. The Company does not provide a reconciliation of forward - looking non - GAAP financial measures to its comparable GAAP financial measur es because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and the var iab ility, complexity and limited visibility of the adjusting items that would be excluded from the non - GAAP financial measures in future periods. When planning, forecasting and analyzing future periods, the Company does so primarily on a non - GAAP basis without preparing a GAAP analysis as that would require estima tes for various cash and non - cash reconciling items (including items such as expected credit losses, stock - based compensation, acquisition - and dispositi on - related expenses, and restructuring costs) that would be difficult to predict with reasonable accuracy. For example, future expectations for credit lo sses depend on a variety of factors including general economic conditions that make estimation on a GAAP basis impractical. Similarly, equity compensation expens e w ould be difficult to estimate because it depends on the Company’s future hiring and retention needs, as well as the future fair market value of the Company ’s common stock, all of which are difficult to predict and subject to constant change. It is also difficult to anticipate the need for or magnitude of a presently unfore see n one - time restructuring expenses. As a result, the Company does not believe that a GAAP reconciliation to forward - looking non - GAAP financial measures wo uld provide meaningful supplemental information about the Company’s forward - looking measures.

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(c) Copyright Statement 4 Well Structured Transaction Drives Value (1) Based upon market data as of April 14, 2022. (2) TBVPS is based on Rock Canyon Bank’s financials as of December 31, 2021 and utilize NBHC projections.  ~88% stock / ~12% Cash Consideration (1 )  Stock: Fixed Exchange Ratio of 0.2859x  Cash: $1.49 per share  Deal Value per Share: $12.55 per share Structure  Transaction Value of $136mm (1)  1.80x Price to Tangible Book Value per Share (2)  10.4x Price to 2023E Earnings per Share  6.7x Price to 2023E Earnings per Share with Synergies Pricing  Approved by both Boards of Directors  No NBHC shareholder approval required, Voting Agreements in place for RCB  Customary regulatory approval with closing expected in 2 nd half 2022 Timing & Approval Other  No change to NBHC Board of Directors  Local leadership to remain in place

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(c) Copyright Statement 5 Creating a Dominant Rocky Mountain Franchise Low Risk Transaction  Comprehensive due diligence completed with low risk loan portfolios and solid credit quality  Combined company is an engine for accelerated growth and shareholder value creation Attractive Deployment of Excess Capital  Strong returns and capital levels with 13% estimated CET1 at close, 12% pro forma for RCB and BoJH  Scale and synergies will enhance operating leverage with meaningful pro forma platform revenue enhancement opportunities Culturally Aligned with Consistent Risk Management  Strong cultural fit through similar client centric models and community engagement  Culture of stewardship has established robust and transferrable risk management practices across business lines Seizing Opportunity in Difficult to Enter Markets  Significant scarcity of opportunities to enter attractive markets efficiently and at - scale  NBH gains a foothold across the attractive greater Wasatch Front, Utah area Enhanced Growth Driven by Revenue Diversification  Rock Canyon Bank (“RCB”) operates a best - in class SBA program, which ranks #1 in Utah, adding scale and expertise to the pro forma franchise including 504, 504 refinance, and 7(a), FSA and USDA programs  Will leverage best - in - class capabilities across our markets and within 2UniFi to deliver increased fee income Expansion into Fast - Growing Rocky Mountain Markets  Accelerates NBH strategy of expansion in fast - growing and strategically important markets  5 - year projected population growth in Salt Lake City, Provo and St. George is 7 ..0%, 8 ..5% and 8.7% respectively Attractive Financial Returns  Strong EPS accretion of 13 %, IRR of 35 %, earnback of ~ 2.5 years, and 2023E pro forma ROATCE of 14%  Enhances NBH’s leading financial performance and growth profile with higher yielding loans, diversified fee income and low cost deposit base Note: Financial return metrics utilize NBHC financials as of March 31, 2022; Rock Canyon Bank financials as of December 31, 2 021 ; street estimates for NBHC as of March 31, 2022 and assumes transaction close of September 30, 2022.

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(1) BLS February 2022 (2) Forbes (3) U.S. Census, ranked by population growth (4) Milken Institute Source: S&P Capital IQ for all other data points (c) Copyright Statement 6 Attractive & Fast Growing Markets 32.1% Provo Population Growth from ’10 - ’22 #1 Provo was the #1 Best - Performing City in 2021 (4) Median Household Income Historical Population Growth (’10 - ’22) $89,073 $72,465 Provo, UT United States Expansion Market Existing Markets l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l NBH Bank l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l Bank of Jackson Hole l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l Rock Canyon Bank +23% 32.1% 8.3% Provo, UT United States +23.8% Colo r ado K ansas Missouri N e w M e xi c o T ex as U t ah Idaho W y oming Name: 0001489779_Map 2.1% Lowest Unemployment in Nation (1) #2 Fastest growing state from 2010 - 2021 #1 Best State for Entrepreneurs 2020 (2) #3 Best state for business 2019 (2)  5 of the top 10 Best - Performing Cities in America by the Milken Institute in 2021  Utah Ranks #1 for State Pandemic Response by National Bureau of Economic Research  Utah Ranked #1 in the Nation for GDP Growth per Forbes Notable Employers

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(c) Copyright Statement 7 Source: S&P Global Market Intelligence. As of December 31, 2021 Note : Excludes pro forma adjustments, with the exception of CET1 and Tier 1 Leverage. (1) Announced April 1, 2022. (dollars in millions) $7,214 $814 $9,627 4,513 494 6,003 Total Deposits 6,228 737 8,417 Total Loans 14.3% 105 85 Deposits / # of Banking Centers Scale Enhances the NBH Franchise Total Assets Pro Forma $1,599 1,452 121 996 (1) CET1 Tier 1 Leverage 10.4% 78 12.0% 9.0%

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(c) Copyright Statement 8 Source: S&P Global Market Intelligence. As of December 31, 2021 (1) Announced April 1, 2022. (2) Loan yields exclude the impact of PPP. (3) Based on MRY yields and excluding the impact of accretion from Non - PCD component of loan mark. Loans Deposits Non - Interest Bearing Interest Checking MMDA & Savings Retail and Jumbo Time CDs 39% 3% 46% 12% Deposits: $737mm Cost of Deposits: 0.45% Non - Interest Bearing Interest Checking MMDA & Savings Retail and Jumbo Time CDs 39% 10% 39% 12% Deposits: $8,417mm Cost of Deposits: 0.19% Non - Interest Bearing Interest Checking MMDA & Savings Retail and Jumbo Time CDs 40% 9% 37% 14% Deposits: $6,228mm Cost of Deposits: 0.18% C&I OO - CRE CRE 1 - 4 Family C&D Consumer 54% 16% 13% 15% 2% 0.4% Total: $ 4,513mm Yield on Loans (2) : 4.09% C&I OO - CRE CRE 1 - 4 Family C&D Consumer 7% 14% 31% 32% 16% 0.2% Total: $494mm Yield on Loans (2) : 7.04% C&I OO - CRE CRE 1 - 4 Family C&D Consumer 43% 14% 19% 18% 5% 0.4% Total: $6,003mm Yield on Loans (2) : 4.40% (+32bps (3) ) Diversified Balance Sheet Mix Pro Forma Non - Interest Bearing Interest Checking MMDA & Savings Retail and Jumbo Time CDs 32% 20% 42% 6% Deposits: $1,452mm Cost of Deposits: 0.12% C&I OO - CRE CRE 1 - 4 Family C&D Consumer 10% 6% 43% 28% 14% 0.4% Total: $996mm Yield on Loans (2) : 4.54 % (1)

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(c) Copyright Statement 9 Source: S&P Global Market Intelligence. (1) Per NAGL database. Third Party 504 Originations as of 2/28/22 (2) Utah District Office 2020 and 2019 SBA Annual Report (3) 2019 Colorado Lending Source Annual Meeting (via Transworld ) (4) Includes activity for SBA, FSA, and USDA programs Overview  Rock Canyon Bank ranks as #1 for SBA loans in Utah and is one of the top SBA lenders in the United States  SBA team was formed in 2012 and is distinguished as a Preferred Lender by both the SBA and FSA  Deep expertise in 7a, 504, USDA, and FSA loan p rograms  Efficient and scalable i nfrastructure supports origination, servicing, and compliance that will serve as a solid foundation to leverage the NBH footprint and the build out of 2UniFi #1 Utah SBA Producer Rock Canyon SBA Division Rank Institution (1) Awards Top Community Lender based on 7(a) Dollars Approved #1 Most 7(a) Loan Dollars for Rural Businesses #1 Top SBA 7(a) Partner Bank #1 2021: #2 Utah District Office bank lender by 7(a) loan amount 2Q21: #1 Utah District Office bank lender by 7(a) loan amount 1Q21: #1 Utah District Office bank lender by 7(a) loan amount 4Q20 : #1 Utah District Office bank lender by 7(a) loan amount 25 Full - Time Associates #1 Utah SBA Rank $173mm 2021 Total Loan Production 1 / 1 2 3 4 5 Deep SBA Expertise Drives Opportunity (4) ( 2), (3)

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(c) Copyright Statement 10 Enhances Leading Financial Performance Source: S&P Global Market Intelligence. Transaction metrics based upon market data as of April 14, 2022, financial data MRQ a s a vailable. Note: Dual earnback calculation assumes 9/30 close for Bank of Jackson Hole (1) Pro forma returns in 2023, first full year post - closing (2) Announced April 1, 2022. $8.0B Pro Forma Assets $7.0B Pro Forma Deposits 72% Pro Forma Loans/Dep. 14.3% Pro Forma ROATCE (1) 1.32% Pro Forma ROAA (1) 13% Pro Forma CET1 P / TBV P / ’23 EPS With Synergies P / ’23 EPS 1.80x 6.7x 10.4x 13% 2023 EPS Accretion ~2.5 years TBVPS Earnback 35% Pro Forma IRR Deal Standalone Multiples Pro Forma Impact and Metrics Pro Forma including Bank of Jackson Hole (2) 25% 2023 EPS Accretion ~2.6 years TBVPS Earnback 12% Pro Forma CET1

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(c) Copyright Statement 11 Conservative Transaction Assumptions (1) Based upon market data as of April 14, 2022 (2) Revenue enhancement quantified but excluded from pro forma analysis Cost Synergies 29% of 2023E NIX Loan Mark 1.83% of loans (23% PCD) Core Deposit Intangible 0.65% SOYD over 10 years Revenue Opportunities (2) • SBA Lending • Significant excess liquidity • Product suite cross - selling opportunities Consideration (1) $136mm Deal Value ~88% Stock / ~12% Cash Transaction Expense $9.0mm After - tax

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(c) Copyright Statement 12 Attractive Deployment of Excess Capital Strong Financial Performance = Attractive Shareholder Returns Retaining Strong Capital = Optionality for Future Capital Deployment Internal Rate of Return Fully - synergized EPS Accretion 28% 25% Combined Institution is a Platform for Accelerated Growth and Greater Earnings Distribution Resulting in Pro Forma ’23E ROATCE of 16% NBH CET1 (%) Estimated Impact 14% 12% 12/31/2021 Estimated at Close Note: Pro Forma transaction metrics and returns analysis reflect Rock Canyon Bank and Bank of Jackson Hole.

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(c) Copyright Statement 13 Comprehensive Due Diligence Completed Comprehensive Due Diligence • Credit Risk and Underwriting • Financial and Accounting • Regulatory • Compliance • Cultural Alignment • Internal Audit • Legal • Operational Risk • Technology • SBA operations • Human Resources 76% Total Exposure Reviewed 91% Commercial Loans >$500k Reviewed 1.83% Total Loan Mark Non - PCD = 1.41% PCD = 0.42% 74% Total Fundings Reviewed 100% Substandard Loans Reviewed Loan Credit Review Management Credit Review supplemented by extensive third - party due diligence on the loan portfolio

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(c) Copyright Statement 14 Strategically Compelling Rocky Mountain Expansion Enhanced Growth Driven by Revenue Diversification Expansion into Fast - Growing Western Markets Culturally Aligned with Consistent Risk Management Attractive Financial Returns Low Risk Transaction Attractive Deployment of Excess Capital Seizing Opportunity in Difficult to Enter Markets Experienced Merger Partner and Strong Integration Teams:  Strong regulatory relationships  Completed 7 bank acquisitions since formation  Closed or consolidated 48 banking centers  Track record of exceeding projected cost savings

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Thank you. (c) Copyright Statement