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What changed in National Bank Holdings Corp's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of National Bank Holdings Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+513 added320 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-27)

Top changes in National Bank Holdings Corp's 2024 10-K

513 paragraphs added · 320 removed · 258 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

106 edited+197 added11 removed101 unchanged
Biggest changeOur primary focus has been on markets that we believe are characterized by some or all of the following: (i) attractive demographics with household income and population growth above the national average; (ii) concentration of business activity; (iii) high quality deposit bases; (iv) an advantageous competitive landscape that provides opportunity to achieve meaningful market presence; (v) consolidation opportunities as well as potential for add-on transactions; and (vi) markets sizeable enough to support our long-term organic growth objectives. The table below describes certain key demographic statistics regarding our markets: Top 3 competitor # of Median combined Deposits businesses Population Unemployment Population household deposit (billions) (thousands) (millions) rate (1) growth (2) income market share Denver, CO $ 114.5 > 250.0 3.0 3.4% 13.5% $ 96,990 50% Front Range, CO (3) 154.5 > 250.0 4.9 3.4% 15.2% 93,267 50% Kansas City, MO-KS MSA 87.3 > 250.0 2.2 3.0% 8.5% 77,502 48% Austin, TX 66.4 > 250.0 2.4 3.4% 30.6% 90,939 48% Dallas, TX 405.9 > 250.0 7.9 3.7% 17.3% 81,625 59% Salt Lake City, UT (4) 98.5 > 250.0 2.7 2.8% 18.4% 91,550 65% Jackson, WY-ID 3.4 9.0 0.0 - 13.6% 93,975 72% Boise City, ID 16.9 115.3 0.8 3.2% 27.6% 75,384 55% U.S.
Biggest changeOur primary focus has been on markets that we believe are characterized by some or all of the following: (i) attractive demographics with household income and population growth above the national average; (ii) concentration of business activity; (iii) high quality deposit bases; (iv) an advantageous competitive landscape that provides opportunity to achieve meaningful market presence; (v) consolidation opportunities as well as potential for add-on transactions; and (vi) markets sizeable enough to support our long-term organic growth objectives. The table below describes certain key demographic statistics regarding our markets: Top 3 competitor # of Median combined Deposits businesses Population Unemployment Population household deposit (billions) (thousands) (millions) rate (1) growth (2) income market share Denver, CO $ 111.0 >250.0 3.0 4.5% 11.9% $ 98,538 50% Front Range, CO (3) 150.2 >250.0 4.9 4.5% 13.8% 95,403 50% Kansas City, MO-KS MSA 88.5 >250.0 2.2 3.6% 8.4% 80,505 47% Austin, TX 66.7 >250.0 2.5 3.5% 32.1% 94,515 47% Dallas, TX 396.9 >250.0 8.1 3.9% 18.0% 82,998 59% Salt Lake City, UT (4) 107.1 >250.0 2.8 3.4% 18.3% 92,020 68% Jackson, WY-ID 3.0 9.4 0.0 13.5% 104,686 77% Boise City, ID 16.8 120.6 0.8 3.6% 28.0% 79,919 52% U.S.(5) 4.1% 6.0% 75,874 59% (1) Unemployment data is as of December 31, 2024.
Our non-owner occupied CRE loans include commercial properties such as office buildings, warehouse/distribution buildings, multi-family, hospitality and retail buildings. These loans are typically secured by a first lien mortgage or deed of trust, as well as assignments of all related leases.
Our non-owner occupied CRE loans include commercial properties such as multi-family, hospitality, office buildings, warehouse/distribution buildings and retail buildings. These loans are typically secured by a first lien mortgage or deed of trust, as well as assignments of all related leases.
For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.” Competition The banking landscape in our primary markets of Colorado, the greater Kansas City region, Utah, Texas, Wyoming, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships.
For more detail on our credit policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Financial Condition-Asset Quality.” Competition The banking landscape in our primary markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho is highly competitive and quite fragmented, with many small banks having limited market share while the large out-of-state national and super-regional banks control the majority of deposits and profitable banking relationships.
We believe the most important of these competitive factors that determine our success are our consumer bankers’ focus on knowing their individual clients in order to best meet their financial needs and our business and commercial bankers’ focus on small- and medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services through our banking centers and our digital banking platform. We recognize that there are banks and other financial services companies with which we compete that have greater financial resources, access to more capital and higher lending capacity and offer a wider range of deposit and lending instruments.
We believe the most important of these competitive factors that determine our success are our consumer bankers’ focus on knowing their individual clients in order to best meet their financial needs and our business and commercial bankers’ focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services through our banking centers and our digital banking platform. We recognize that there are banks and other financial services companies with which we compete that have greater financial resources, access to more capital and higher lending capacity and offer a wider range of deposit and lending instruments.
In addition, we must submit annual audit reports to federal regulators prepared by independent auditors. As allowed by regulations, we may use our audit report prepared for the Company to satisfy this requirement. We must provide our auditors with examination reports, supervisory agreements and reports of enforcement actions.
In addition, the Company must submit annual audit reports to federal regulators prepared by independent auditors. As allowed by regulations, we may use our audit report prepared for the Company to satisfy this requirement. The Company must provide auditors with examination reports, supervisory agreements and reports of enforcement actions.
The Federal Reserve has authority to prohibit a bank holding company from paying dividends or making other distributions. A bank holding company should not pay cash dividends that exceed its net income or that can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing.
The Federal Reserve has authority to prohibit a bank holding company from paying dividends or making other distributions. A bank holding company should not pay cash dividends that exceed its net income or that can be funded only in ways that weaken the bank holding company’s financial health, such as by borrowing.
Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company for purposes of the Change in Bank Control Act. The BHCA prohibits any entity from acquiring 25% (as noted above, the BHC Act has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve.
Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company for purposes of the Change in Bank Control Act. The BHCA prohibits any entity from acquiring 25% (as noted above, the BHCA has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve.
The regulators may require these and other actions in support of controlled banks even if such action is not in the best interests of the bank holding company or its shareholders. The Dodd-Frank Act codified the requirement that holding companies, like the Company, serve as a source of financial strength for their subsidiary depository institutions, by providing financial assistance to its insured depository institution subsidiaries in the event of financial distress.
The regulators may require these and other actions in support of controlled banks even if such action is not in the best interests of the bank holding company or its shareholders. The Dodd-Frank Act codified the requirement that holding companies, like the Company, serve as a source of financial strength for their subsidiary depository institutions, by providing financial assistance to its depository institution subsidiaries in the event of financial distress.
If deposit insurance for a banking business we invest in or acquire were to be terminated, that would have a material adverse effect on that banking business and potentially on the Company as a whole. Changes in Laws, Regulations or Policies Congress and state legislatures may introduce from time to time measures or take actions that would modify the regulation of banks or bank holding companies.
If deposit insurance for a banking business we invest in or acquire were to be terminated, that would have a material adverse effect on that banking business and on the Company as a whole. Changes in Laws, Regulations or Policies Congress and state legislatures may introduce from time to time measures or take actions that would modify the regulation of banks or bank holding companies.
Our LTV benchmark for these loans will generally be below 80% at inception unless related to certain internal or government programs where higher LTV’s may be warranted, along with satisfactory debt-to-income ratios. These residential real estate loans are generally originated under terms and conditions consistent with secondary market guidelines.
Our LTV benchmark for these loans will generally be below 80 percent at inception unless related to certain internal or government programs where higher LTV’s may be warranted, along with satisfactory debt-to-income ratios. These residential real estate loans are generally originated under terms and conditions consistent with secondary market guidelines.
We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies and financial technology (“fintech”) companies. Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintech companies.
We compete actively with national, regional and local financial services providers, including: banks, thrifts, credit unions, mortgage companies, finance companies, trust companies and financial technology (“fintech”) companies. Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a variety of traditional brick and mortar banks and nontraditional alternatives, such as online banks and fintech companies.
Investors should understand that the primary objective of the U.S. bank regulatory regime is the protection of depositors, the Depositors Insurance Fund (“DIF”), and the banking system as a whole, not the protection of the Company’s shareholders. As a bank holding company, we are subject to inspection, examination, supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Investors should understand that the primary objective of the U.S. bank regulatory regime is the protection of depositors, the Deposit Insurance Fund (“DIF”), and the banking system as a whole, not the protection of the Company’s shareholders. As a bank holding company, we are subject to inspection, examination, supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
We offer a variety of products and services that are focused on the following areas: Commercial and Specialty Banking Our commercial bankers focus on small- and medium-sized businesses and commercial real estate investors/developers with an advisory approach that emphasizes understanding the client’s business and offering a complete suite of loan, deposit and treasury management products and services.
We offer a variety of products and services that are focused on the following areas: Commercial and Specialty Banking Our commercial bankers focus on small- to medium-sized businesses and commercial real estate investors/developers with an advisory approach that emphasizes understanding the client’s business and offering a complete suite of loan, deposit and treasury management products and services.
The CFPB is authorized to issue rules for both bank and nonbank companies that offer consumer financial products and services, subject to consultation with the prudential banking regulators. In general, however, banks with assets of $10 billion or less, will continue to be examined for consumer compliance by their primary bank regulator.
The CFPB is authorized to issue rules for both bank and nonbank companies that offer consumer financial products and services, subject to consultation with the prudential banking regulators. In general, however, banks with total assets of $10 billion or less will continue to be examined for consumer compliance by their primary bank regulator.
The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices, require affirmative actions to correct any violation or practice, issue administrative orders that can be judicially enforced, direct increases in capital, direct the sale of subsidiaries or other assets, limit dividends and distributions, restrict growth, assess civil monetary penalties, remove officers and directors, terminate deposit insurance, and appoint a conservator or receiver. 15 Table of Contents Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the remedies described above and other sanctions.
The bank regulators have the power to, among other things: enjoin “unsafe or unsound” practices; require affirmative actions to correct any violation or practice; issue administrative orders that can be judicially enforced; direct increases in capital; direct the sale of subsidiaries or other assets; limit dividends and distributions; restrict growth; assess civil monetary penalties; remove officers and directors; terminate deposit insurance; and appoint a conservator or receiver. 14 Table of Contents Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, its subsidiaries and their respective officers, directors and institution-affiliated parties to the remedies described above and other sanctions.
Department of Agriculture and Farm Service Agency loans. Commercial Deposit and Treasury Management Products (including business online and mobile banking) —Our commercial bankers are focused on providing value-added deposit products to our clients that optimize their cash management program. We are focused on full-relationship banking, including banking core operating accounts and ancillary accounts.
Department of Agriculture and Farm Service Agency loans. Commercial Deposit and Treasury Management Products (including business online and mobile banking) —Our commercial bankers are focused on providing value-added deposit products to our clients that optimize their cash management. We are focused on full-relationship banking, including banking core operating accounts and ancillary accounts.
We expect that acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk.
Acquisitions or other expansionary opportunities can be complementary to our growth strategy. We intend to carefully select opportunities that we believe have stable core franchises, have significant growth potential or will add asset generation capabilities or fee income streams while structuring the opportunities to limit risk.
Underwriting guidelines generally require borrowers to contribute cash equity that results in the lessor of a 75% or less loan to cost or loan to value ratio. We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets.
Underwriting guidelines generally require borrowers to contribute cash equity that results in the lessor of a 75 percent or less loan to cost or loan to value ratio. We seek to reduce the risks associated with commercial mortgage lending by focusing our lending in our primary markets.
Our business and commercial bankers focus on small- and medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services.
Our business and commercial bankers focus on small- to medium-sized businesses with an advisory approach that emphasizes understanding the client’s business and offering a complete array of loan, deposit and treasury management products and services.
Bank regulators routinely examine institutions for compliance with these obligations, and they must consider an institution’s anti-money laundering compliance when considering regulatory applications filed by the institution, including applications for banking mergers and acquisitions.
Bank regulators routinely examine institutions for compliance with these obligations and must consider an institution’s anti-money laundering compliance when considering regulatory applications filed by the institution, including applications for banking mergers and acquisitions.
Top 20 MSAs (determined by population). Source: S&P Global as of December 31, 2023, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2023. Our Business Strategy As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses.
Top 20 MSAs (determined by population). Source: S&P Global as of December 31, 2024, except Deposits and Top 3 Competitor Combined Deposit Market Shares, which reflects data as of June 30, 2024. Our Business Strategy As part of our goal of becoming a leading regional community financial services company, we seek to continue to generate strong organic growth, as well as pursue selective acquisitions of financial institutions and other complementary businesses.
The Federal Reserve has rule-based standards for determining whether one company has control over another. These rules established four categories of tiered presumptions of noncontrol that are based on the percentage of voting shares held by the investor (less than 5%, 5-9.9%, 10-14.9% and 15-24.9%) and the presence of other indicia of control.
The Federal Reserve has rule-based standards for determining whether one company has control over another. These rules established four categories of tiered presumptions of non-control that are based on the percentage of voting shares held by the investor (less than 5%, 5-9.9%, 10-14.9% and 15-24.9%) and the presence of other indicia of control.
The rule materially revises the current CRA framework, including the assessment areas in which a bank is evaluated to include activities associated with online and mobile banking, the tests used to evaluate NBH Bank in its assessment areas, new methods of calculating credit for lending, investment, and service activities, and additional data collection and reporting requirements.
The rule materially revises the current CRA framework, including the assessment areas in which a bank is evaluated to include activities associated with online and mobile banking, the tests used to evaluate a covered bank in its assessment areas, new methods of calculating credit for lending, investment, and service activities, and additional data collection and reporting requirements.
The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As a member of the Federal Reserve System and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends.
The specific limits depend on a number of factors, including the banks’ type of charter, recent earnings, recent dividends, level of capital and regulatory status. As members of the Federal Reserve System and state-chartered banks, NBH Bank and BOJHT are subject to Regulation H and limitations under state law with respect to the payment of dividends.
The Company provides a variety of banking products and services to both commercial and consumer clients through a network of over 90 banking centers, as of December 31, 2023, located primarily in Colorado and the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, as well as through online and mobile banking products and services.
The Company provides a variety of banking products and services to both commercial and consumer clients through a network of over 90 banking centers, as of December 31, 2024, located primarily in Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, as well as through online and mobile banking products and services.
For a bank, capital stock and surplus refers to the bank’s tier 1 and tier 2 capital, as calculated under the risk-based capital guidelines, plus the balance of the allowance for credit losses (“ACL”) excluded from tier 2 capital. The banks’ transactions with all of its affiliates in the aggregate are limited to 20% of the foregoing capital.
For a bank, capital stock and surplus refers to the bank’s tier 1 and tier 2 capital, as calculated under the risk-based capital guidelines, plus the balance of the allowance for credit losses (“ACL”) excluded from tier 2 capital. Each Bank’s transactions with all of its affiliates in the aggregate are limited to 20% of the foregoing capital.
The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions. FDIC assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. 20 Table of Contents On October 17, 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023.
The Banks may be able to pass part or all of these costs, when applicable, on to its clients, including in the form of lower interest rates on deposits, or fees to some depositors, depending on market conditions. FDIC assessments for institutions with total consolidated assets of $10 billion or more are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings, financial measures, and modeling measuring the 19 Table of Contents institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF in the event of the institution’s failure. In October 2022, the FDIC issued a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023.
Under the source of strength doctrine, the Company could be required to provide financial assistance to the Banks should it experience financial distress. In addition, capital loans by us to the Banks will be subordinate in right of payment to deposits and certain other indebtedness of the Banks.
Under the source of strength doctrine, the Company could be required to provide financial assistance to each of the Banks should it experience financial distress. In addition, capital loans by us to either of the Banks will be subordinate in right of payment to deposits and certain other indebtedness of the Banks.
However, given our existing capital base, we expect to be able to meet the majority of small- to medium-sized business and consumer credit and depository service needs. Human Capital Our core values Integrity, Meritocracy, Teamwork and Citizenship, represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce and a commitment to the communities we serve.
However, given our existing capital base, we expect to be able to meet the majority of small- to medium-sized business and consumer credit and depository service needs. 11 Table of Contents Human Capital Our core values Integrity, Meritocracy, Teamwork and Citizenship, represent our belief that our Company’s long-term success is deeply tied to having a dedicated and engaged workforce and a commitment to the communities we serve.
As of December 31, 2023, the Company did not have any outstanding Covered Transactions. Regulatory Notice and Approval Requirements for Acquisitions of Control We must generally receive federal bank regulatory approval before we can acquire a financial institution.
As of December 31, 2024, the Company did not have any outstanding Covered Transactions. Regulatory Notice and Approval Requirements for Acquisitions of Control We must generally receive federal bank regulatory approval before we can acquire a financial institution.
Our regulatory capital ratios and those of NBH Bank are in excess of the levels established for “well-capitalized” institutions. 16 Table of Contents Bank Holding Companies as a Source of Strength The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank.
Our regulatory capital ratios and those of NBH Bank and BOJHT are in excess of the levels established for “well-capitalized” institutions. 15 Table of Contents Bank Holding Companies as a Source of Strength The Federal Reserve requires that a bank holding company serve as a source of financial and managerial strength to each bank that it controls and, under appropriate circumstances, commit resources to support each such controlled bank.
We recognize that workforce turnover is not only financially costly, but it does not align with our commitment to our team. We believe we are best served when we can invest through meritocracy within our current talent pool.
We recognize that workforce turnover is not only financially costly, it also does not align with our commitment to our team. We believe we are best served when we can invest through meritocracy within our current talent pool.
The EGRRCPA directed the federal banking agencies to develop a “Community Bank Leverage Ratio”, calculated by dividing tangible equity capital by average consolidated total assets. In October 2019, the federal banking agencies adopted a Community Bank Leverage Ratio of 9%.
The EGRRCPA directed the federal banking agencies to develop a “Community Bank Leverage Ratio,” calculated by dividing tangible equity capital by average total consolidated assets. In October 2019, the federal banking agencies adopted a Community Bank Leverage Ratio of 9%.
Additionally, we offer a stock purchase plan (ESPP) to our associates which allows eligible associates to purchase shares in our Company at a 10% discount. Community Engagement We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes.
Additionally, we offer a stock purchase plan (ESPP) to our associates which allows eligible associates to purchase shares in our Company at a 10% discount. 12 Table of Contents Community Engagement We strive to make a positive impact in the communities we serve through consistent engagement, as well as maintaining strong partnerships with a wide range of charitable organizations and causes.
As the percentage of ownership increases, fewer indicia of control are permitted without falling outside of the presumption of noncontrol. These indicia of control include nonvoting equity ownership, director representation, management interlocks, business relationship and restrictive contractual covenants.
As the percentage of ownership increases, fewer indicia of control are permitted without falling outside of the presumption of non-control. These indicia of control include nonvoting equity ownership, director representation, management interlocks, business relationship and restrictive contractual covenants.
All bank associates are granted up to eight paid 13 Table of Contents hours each year to donate their time to non-profit organizations that align with our Community Reinvestment Act (“CRA”) initiatives, which include financial literacy, affordable housing and workforce development. Safety and Respect in the Workplace We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws.
All bank associates are granted up to eight paid hours each year to donate their time to non-profit organizations that align with our Community Reinvestment Act (“CRA”) initiatives, which include financial literacy, affordable housing and workforce development. Safety and Respect in the Workplace We are committed to providing a safe and secure work environment in accordance with applicable labor, safety, health, anti-discrimination and other workplace laws.
We believe our risk management policies establish appropriate limitations that allow for the prudent oversight of such risks that include, but are not limited to the following: credit, liquidity, market, operational, legal and compliance, reputational, and strategic and business risk. Pursue disciplined acquisitions or other expansionary opportunities .
We believe our risk management policies establish appropriate limitations that allow for the prudent oversight of such risks that include, but are not limited to the following: credit, liquidity, market, operational, legal and compliance, reputational, and strategic and business risk. 7 Table of Contents Pursue disciplined acquisitions or other expansionary opportunities .
NBH Bank is a Colorado state-chartered bank and also a member of the Federal Reserve Bank of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve.
NBH Bank is a Colorado state-chartered bank and also a member of the Federal Reserve Bank of Kansas City. As such, NBH Bank is subject to examination, supervision and regulation by both the Colorado Division of Banking and the Federal Reserve. BOJHT is a Wyoming state-chartered bank and also a member of the Federal Reserve Bank of Kansas City.
We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas. All of our newly originated consumer loans are on a direct to consumer basis.
We strive to do business in the areas served by our banking centers, which is also where our marketing is focused, and the vast majority of our new loan and deposit clients are located in existing market areas. 9 Table of Contents All of our newly originated consumer loans are on a direct to consumer basis.
As a financial holding company, the Company is authorized to engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined by the Federal Reserve and the U.S.
As a financial holding company, the Company is authorized to 13 Table of Contents engage in a broader set of financial activities than a bank holding company that has not elected to be a treated as a financial holding company, including insurance underwriting and broker-dealer services as well as activities that are jointly determined by the Federal Reserve and the U.S.
Under the final rule, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence. Anti-Money Laundering Requirements Under federal law, including the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), certain types of financial institutions, including insured depository institutions, must maintain anti-money laundering programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing associate training program; and 18 Table of Contents testing of the program by an independent audit function.
Under the Federal Reserve’s rules, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence. Anti-Money Laundering Requirements Under federal law, including the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), certain types of financial institutions, including insured depository institutions, must maintain anti-money laundering programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing associate training program; and 17 Table of Contents testing of the program by an independent audit function.
If a “qualified community bank”, generally a depository institution or depository institution holding company with consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then the institution is considered to have met all generally applicable leverage and risk based capital requirements, the capital ratio requirements for “well capitalized” status under the prompt corrective action rules and any other leverage or capital requirements to which it is subject.
If a “qualified community bank,” generally a depository institution or depository institution holding company with average total consolidated assets of less than $10 billion, has a leverage ratio which exceeds the Community Bank Leverage Ratio, then the institution is considered to have met all generally applicable leverage and risk based capital requirements, the capital ratio requirements for “well capitalized” status under the prompt corrective action rules and any other leverage or capital requirements to which it is subject.
Some of these loans will be placed in the Bank’s loan portfolio; however, a majority are sold in the secondary market and provide a significant source of fee income. The majority of loans sold are sold with servicing 10 Table of Contents released. We have residential banking products, servicing capabilities and residential loan origination channels.
Some of these loans will be placed in the Bank’s loan portfolio; however, a majority are sold in the secondary market and provide a significant source of fee income. The majority of loans sold are sold with servicing released. We have residential banking products, servicing capabilities and residential loan origination channels.
To manage credit risk and yield, we are taking careful approach to extending new credit. Our risk management approach seeks to identify, assess and mitigate risk and minimize any resulting losses. We have implemented processes to identify, measure, monitor, report and analyze the types of risk to which we are subject.
To manage credit risk and yield, we take a careful approach to extending new credit. Our risk management approach seeks to identify, assess and mitigate risk and minimize any resulting losses. We have implemented processes to identify, measure, monitor, report and analyze the types of risk to which we are subject.
Financial 14 Table of Contents holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities, subject to certain notice requirements. Maintaining our financial holding company status requires that the Company and our bank subsidiaries, remain “well-capitalized” and “well-managed” as defined by regulation and that our bank subsidiaries maintain at least a “satisfactory” rating under the CRA.
Financial holding companies may also engage in activities that are determined by the Federal Reserve to be complementary to financial activities, subject to certain notice requirements. Maintaining our financial holding company status requires that the Company and our bank subsidiaries, remain “well-capitalized” and “well-managed” as defined by regulation and that our bank subsidiaries maintain at least a “satisfactory” rating under the CRA.
Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our banking relationships.
Our business and commercial bankers are supported by treasury management teams in each of their markets, which allows us to more effectively deliver a comprehensive suite of products and services to our business clients and further deepen our 6 Table of Contents banking relationships.
The terms of these loans vary by purpose and by type of underlying collateral, if any. Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and carry the personal guarantees of the principals of the business.
The terms of these loans vary by purpose and by type of underlying collateral, if any. 8 Table of Contents Working capital loans generally have terms of one to three years, are usually secured by accounts receivable and inventory and carry the personal guarantees of the principals of the business.
Our main focus is on our primary markets of Colorado, the greater Kansas City region, Texas, Utah, Wyoming, New Mexico and Idaho, 8 Table of Contents including teams, asset portfolios, specialty commercial finance businesses, and whole banks.
Our main focus is on our primary markets of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho, including teams, asset portfolios, specialty commercial finance businesses, and whole banks.
In addition, institutions with more than $10 billion in total assets are examined by the Consumer Financial Protection Bureau (“CFPB”), rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations. Broad Supervision, Examination and Enforcement Powers The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable.
In addition, an institution with more than $10 billion in total assets is examined by the Consumer Financial Protection Bureau (“CFPB”), rather than its primary federal bank regulator, as to compliance with certain federal consumer protection and fair lending laws and regulations. Broad Supervision, Examination and Enforcement Powers The Federal Reserve, the FDIC and state bank regulators have broad regulatory, examination and enforcement authority over bank holding companies and banks, as applicable.
We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem. 5 Table of Contents Our Acquisitions We began banking operations in October 2010 and, as of December 31, 2023, we have completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company.
We continue to focus on growing our core business while also innovating and building partnerships that will help us deliver a comprehensive digital financial ecosystem. Our Acquisitions We began banking operations in October 2010 and, as of December 31, 2024, we have completed eight bank acquisitions and one non-bank acquisition of a deposit processing technology company.
Other major MSAs in which we operate include Salt Lake City, Utah; Jackson, Wyoming; Dallas-Fort Worth-Arlington, Texas; Boise City, Idaho and Austin-Round Rock, Texas. 6 Table of Contents We believe that our established presence in our markets positions us well for growth opportunities.
Other major MSAs in which we operate include Salt Lake City, Utah; Jackson, Wyoming; Dallas-Fort Worth-Arlington and Austin-Round Rock, Texas; and Boise City, Idaho. We believe that our established presence in our markets positions us well for growth opportunities.
We have made significant investments in our commercial relationship managers, as well as developed significant capabilities across our 7 Table of Contents business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size.
We have made significant investments in our commercial relationship managers, as well as developed significant capabilities across our business banking and several specialty commercial banking offerings. Our strategy is to originate a high-quality loan portfolio that is diversified across industries and granular in loan size.
Under the special assessment, banks with uninsured deposits exceeding $5.0 billion beginning December 31, 2022 will be charged an additional assessment commencing with the first quarterly assessment period of 2024.
Under the special assessment, banks with uninsured deposits exceeding $5.0 billion beginning December 31, 2022 were charged an additional assessment commencing with the first quarterly assessment period of 2024.
Failure to comply with these laws and regulations could give rise to regulatory sanctions, client rescission rights, actions by state and local attorneys general and civil or criminal liability. In January 2024, the CFPB issued a notice of proposed rulemaking that would amend Regulation Z, which implements the Truth in Lending Act, to apply to overdraft credit provided by insured depository institutions with more than $10 billion in total assets unless the overdraft fee is restricted to a small amount that only recovers applicable costs and losses.
Failure to comply with these laws and regulations could give rise to regulatory sanctions, client rescission rights, actions by state and local attorneys general and civil or criminal liability. In December 2024, the CFPB issued a final rule that would amend Regulation Z, which implements the Truth in Lending Act, to apply to overdraft credit provided by insured depository institutions with more than $10 billion in total assets unless the overdraft fee is restricted to a small amount that only recovers applicable costs and losses.
If the overdraft line of credit option is chosen, overdrafts would be considered a loan subject to Regulation Z, and therefore, subject to account opening and loan disclosures, required to be held in an account separate from the customer’s checking or transaction account, and may not be conditioned on preauthorized electronic funds transfers.
If the overdraft line of 18 Table of Contents credit option is chosen, overdrafts would be considered a loan subject to Regulation Z, and therefore, subject to account opening and loan disclosures, required to be held in an account separate from the client’s checking or transaction account, and may not be conditioned on preauthorized electronic funds transfers.
The Federal Reserve is required to consider the CRA records of a bank holding company’s controlled banks when considering an application by the bank holding company to acquire a bank or to merge with another bank holding company. When we apply for regulatory approval to make certain investments, the regulators will consider the CRA record of the target institution and our depository institution subsidiaries.
The Federal Reserve is required to consider the CRA records of a bank holding company’s controlled banks when considering an application by the bank holding company to acquire a bank or to merge with another bank holding company. When we apply for regulatory approval to make certain investments, the regulators will consider the CRA record of both the target institution and the relevant Bank.
As insured banks, NBH Bank and BOJHT are subject to the provisions of the Federal Deposit Insurance Act, as amended (the “FDI Act”), and the FDIC’s implementing regulations thereunder, and may also be subject to supervision and examination by the FDIC under certain circumstances. Under the FDIC Improvement Act of 1991 (“FDICIA”), the Banks must submit financial statements prepared in accordance with GAAP and management reports signed by the Company’s and NBH Bank’s chief executive officer and chief accounting or financial officer concerning management’s responsibility for the financial statements, an assessment of internal controls, and an assessment of NBH Bank’s compliance with various banking laws and FDIC and other banking regulations.
As insured banks, NBH Bank and BOJHT are subject to the provisions of the Federal Deposit Insurance Act, as amended (the “FDI Act”), and the FDIC’s implementing regulations thereunder, and may also be subject to supervision and examination by the FDIC under certain circumstances. Under the FDIC Improvement Act of 1991 (“FDICIA”), the Banks must submit financial statements prepared in accordance with generally accepted accounting principles (“GAAP”); reports concerning management’s responsibility for the financial statements signed by the Company’s chief executive officer and chief accounting or financial officer; an assessment of internal controls; and an assessment of the Company’s compliance with various banking laws and regulations.
The auditors must also attest to and report on the statements of management relating to the internal controls. FDICIA also requires that the Banks form an independent audit committee consisting of outside directors only, or that the Company’s audit committee be entirely independent. As of December 31, 2023, we had total assets of $9.9 billion.
The auditors must also attest to and report on the statements of management relating to internal controls. FDICIA also requires that the Banks form an independent audit committee consisting of outside directors only, or that the Company’s audit committee be entirely independent. As of December 31, 2024, the Company had total assets of $9.8 billion.
In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance pursuant to such laws and regulations, which are binding on us and our subsidiaries. Banking statutes, regulations and policies could restrict our ability to diversify into other areas of financial services, acquire depository institutions and make distributions or pay dividends on our equity securities.
In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to us and our subsidiaries. Banking statutes, regulations and policies could restrict our ability to diversify into other areas of financial services, acquire depository institutions and make distributions or pay dividends on our equity securities.
If the courtesy overdraft option is chosen, overdrafts would remain exempt from Regulation Z, as long as fees charged are based on the higher of an institutions breakeven point derived 19 Table of Contents from its own costs and losses, or a benchmark fee established by the CFPB.
If the courtesy overdraft option is chosen, overdrafts would remain exempt from Regulation Z, as long as fees charged are based on the higher of an institution’s breakeven point derived from its own costs and losses, or a benchmark fee established by the CFPB.
As of December 31, 2023, the Company was not subject to the special assessment. The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency.
As of December 31, 2024, the Banks were not subject to the special assessment. The FDIC may terminate a depository institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency.
Our trust and wealth team rounds out the full-service offerings to provide the complete spectrum of tools and support required for all our clients’ financial needs. Lending Activities Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans.
Our trust and wealth team rounds out our full-service offerings to provide the complete spectrum of tools and support for our clients’ financial needs. 10 Table of Contents Lending Activities Our loan portfolio includes commercial and industrial loans, commercial real estate loans, residential real estate loans, business loans and consumer loans.
Through the Bank of Jackson Hole Trust, our primary business is to provide trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2023. Our distribution network also includes 126 ATMs as well as fully integrated online banking and mobile banking services.
Through the Bank of Jackson Hole Trust, our primary business is to offer trust and wealth management services to our clients. We conduct our banking business with over 90 banking centers across our footprint as of December 31, 2024. Our distribution network also includes 120 ATMs as well as fully integrated online banking and mobile banking services.
Our consumer bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit, online and mobile banking solutions. Expansion of commercial banking, business banking and specialty businesses .
Our consumer bankers focus on knowing their clients in order to best meet their financial needs, offering a full complement of loan, deposit, online and mobile banking solutions, mortgages and trust and wealth management services. Expansion of commercial banking, business banking and specialty businesses .
The platform provides clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of Federal Deposit Insurance Corporation (“FDIC”) insurance. Trust and Wealth Management Services Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services.
The platform provides clients with an opportunity to generate increased returns on deposits placed into the network while ensuring the safety of FDIC insurance. Trust and Wealth Management Services Through the Bank of Jackson Hole Trust, the Company provides trust, estate and wealth management services.
As part of our 11 Table of Contents credit underwriting process, we also review the borrower’s total debt obligations on a global basis.
As part of our credit underwriting process, we also review the borrower’s total debt obligations on a global basis.
The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the Deposit Insurance Fund meets or exceeds two percent. Additionally, on November 29, 2023, the FDIC implemented a special assessment to recover the loss to the Deposit Insurance Fund associated with the 2023 bank failures.
The assessment rate schedules under this final rule will remain in effect unless and until the reserve ratio of the DIF meets or exceeds two percent. Additionally, in November 2023, the FDIC implemented a special assessment to recover the loss to the DIF associated with the 2023 bank failures.
At this time, NBH Bank is not subject to supervision by the CFPB, but it will be if our assets grow above $10 billion. Much of the CFPB’s rulemaking has focused on mortgage lending and servicing, including an important rule requiring lenders to ensure that prospective buyers have the ability to repay their mortgages.
At this time, neither NBH Bank nor BOJHT is subject to supervision by the CFPB, but will be if either Bank’s assets grow above $10 billion. Much of the CFPB’s rulemaking has focused on mortgage lending and servicing, including an important rule requiring lenders to ensure that prospective buyers have the ability to repay their mortgages.
Our trust and wealth business currently operates under the Wyoming charter as Bank of Jackson Hole Trust and Bank of Jackson Hole Trust and Wealth Partners. The Company continues to develop our digital solution 2UniFi, a national platform for providing banking services to small and medium-sized businesses, digital payment tools and financial services information management. 2Unifi, LLC is a wholly-owned subsidiary of NBHC with bank offerings provided through NBH Bank.
Our trust and wealth business currently operates under the Wyoming charter as Bank of Jackson Hole Trust and Bank of Jackson Hole Trust and Wealth Partners. 4 Table of Contents The Company continues to develop our digital solution 2UniFi, a national platform for providing banking services to small and medium-sized businesses, digital payment tools and financial services information management. 2Unifi, LLC is a wholly-owned subsidiary of NBHC.
In order to attract and retain deposits, we rely on providing competitively priced high-quality service and introducing new products and services that meet our clients' needs. We also offer comprehensive, user-friendly mobile and online banking platforms allowing our clients to pay bills, check statements, deposit checks and transfer funds, amongst other features, online or on-the-go. Cambr Deposit Services Cambr is a digital deposit acquisition and processing platform that is designed to gather deposits from accounts offered by fintech and embedded finance companies.
In order to attract and retain deposits, we rely on providing high-quality service, competitive pricing and introducing new products and services that meet our clients' needs. We also offer comprehensive, user-friendly mobile and online banking platforms allowing our clients to pay bills, access statements, deposit checks and transfer funds, amongst other features, online or on-the-go. Cambr Deposit Services Cambr is a digital deposit acquisition and processing platform designed to gather deposits from accounts offered through third-party embedded finance companies.
We are the fourth largest banking center network among Colorado-based banks and the sixth largest banking center network in the greater Kansas City metropolitan statistical area (“MSA”) among Missouri- and Kansas-based banks ranked by deposits as of June 30, 2023 (the last date as of which data are available), according to S&P Global.
We are the third largest banking center network among Colorado-based banks and the sixth largest banking center 5 Table of Contents network in the greater Kansas City metropolitan statistical area (“MSA”) among Missouri- and Kansas-based banks ranked by deposits as of June 30, 2024 (the last date as of which data are available), according to S&P Global.
They may also require us to provide financial support to any bank that we control, maintain capital balances in excess of those desired by management and pay higher deposit insurance premiums as a result of a general deterioration in the financial condition of NBH Bank, BOJHT or other depository institutions we control. The description below summarizes certain elements of the applicable bank regulatory framework.
They may also require us to provide financial support to any bank that we control, maintain capital balances in excess of those desired by management and pay higher deposit insurance premiums as a result of a general deterioration in the financial condition of NBH Bank, BOJHT or other depository institutions we control.
As of December 31, 2023, substantially all of our commercial and industrial loans were secured. 9 Table of Contents Non-Owner Occupied Commercial Real Estate Loans —Non-owner occupied commercial real estate loans (“CRE”) consist of loans to finance the purchase of commercial real estate and development loans.
As of December 31, 2024, substantially all of our commercial and industrial loans were secured. Non-Owner Occupied Commercial Real Estate Loans —Non-owner occupied commercial real estate loans (“CRE”) consist of loans to finance the purchase of commercial real estate and development loans.
Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. 21 Table of Contents
Securities and Exchange Commission. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. 20 Table of Contents I tem 1A.
As of December 31, 2023, we had $9.9 billion in assets, $7.7 billion in loans, $8.2 billion in deposits, $1.2 billion in shareholders’ equity and $0.9 billion of trust and wealth management assets under management. NBH Bank is a Colorado state-chartered bank and a member of the Federal Reserve Bank (“FRB”) of Kansas City.
As of December 31, 2024, we had $9.8 billion in assets, $7.8 billion in loans, $8.2 billion in deposits, $1.3 billion in shareholders’ equity and $994.3 million in assets under management in our trust and wealth management business. NBH Bank is a Colorado state-chartered bank and a member of the Federal Reserve Bank (“FRB”) of Kansas City.
Partnerships with professional associations, schools and universities imbedded within our local footprint, and the use of various technology solutions assist us in connecting and building relationships with a diverse pool of candidates. As of December 31, 2023, we employed 1,226 full-time and 48 part-time associates throughout our business footprint. The market for top talent is highly competitive.
Partnerships with professional associations, schools and universities imbedded within our local footprint, and the use of various technology solutions assist us in connecting and building relationships. As of December 31, 2024, we employed 1,259 full-time and 50 part-time associates throughout our business footprint. The market for top talent is highly competitive.
We cannot predict whether potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations would have on our business, results of operations, liquidity or financial condition. More Information Our website is www.nationalbankholdings.com.
We cannot predict whether potential legislation will be enacted and, if enacted, the effect that it or any implementing regulations would have on our business, results of operations, liquidity or financial condition.
Covered Transactions with any single affiliate may not exceed 10% of the capital stock and surplus of the banks, and Covered Transactions with all affiliates may not exceed, in the aggregate, 20% of the banks’ capital and surplus.
Covered Transactions with any single affiliate may not exceed 10% of the capital stock and surplus of each Bank, and Covered Transactions with all affiliates may not exceed, in the aggregate, 20% of each Bank’s capital and surplus.
Our strong capital and liquidity have allowed us to prudently navigate an uncertain economy, and we believe we are well positioned to continue to support our clients and communities. Products and Services Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho.
We believe we are well positioned to continue to support our clients and communities. Products and Services Through NBH Bank, our primary business is to offer a full range of banking products and financial services to our commercial, business and consumer clients, who are predominantly located in Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho.
For bank holding companies with more than $10 billion in total consolidated assets, such requirements include, among other things (i) the applicability of Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule; (ii) increased capital, leverage, liquidity and risk management standards; and (iii) limits on interchange fees from debit cards transactions.
A bank holding company with more than $10 billion in total consolidated assets is subject to requirements such as: (i) the applicability of Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule; (ii) increased capital, leverage, liquidity and risk management standards; and (iii) limits on interchange fees from debit cards transactions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese controls include, but are not limited to, access control, data encryption, data loss prevention, incident response, security monitoring, third-party risk management, and vulnerability management. The Company's cybersecurity risk management program and strategy are regularly reviewed and updated to ensure that they are aligned with the Company's business objectives and are designed to address evolving cybersecurity threats and satisfy regulatory requirements and industry standards. The Company utilizes various systems, controls and surveillance to mitigate cybersecurity risks including: Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices. Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms. Annual network and penetration testing by reputable third-parties to evaluate the Company's suite of security controls and tools, and identify potential vulnerabilities. Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests. An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis. Recurring audit and oversight of all critical third-parties within the Company's digital ecosystem to identify risks and adverse trends.
Biggest changeCybersecurity processes are adjusted as needed based on the information gathered from these internal and external assessments to ensure that the program is aligned with the Company's business objectives, is designed to address evolving cybersecurity threats, satisfies regulatory requirements, and conforms with industry standards. The Company, through its Enterprise Risk Management, Enterprise Technology, and Internal Audit departments, actively maintains and monitors various systems, controls and surveillance measures that are intended to mitigate cybersecurity risks including: Layered security controls monitoring traffic to and within the Company that identify and block suspicious activity, with system configurations that align with industry best practices. Preventative and detective controls to identify adverse internal and external trends and analyze the Company’s response mechanisms. Annual network and penetration testing by reputable third parties to evaluate the Company's suite of security controls and tools and identify potential vulnerabilities. Regular cybersecurity and information security awareness training for associates, supplemented with recurring social engineering tests. Conducting regular cyber maturity assessments to ensure the Company is prepared to manage and respond to cybersecurity threats. An incident response plan that outlines the steps the Company will take to respond to a cybersecurity incident, which is tested on a periodic basis. Recurring audit and oversight of all critical third parties within the Company's digital ecosystem to identify risks and adverse trends and monitor their compliance with our cybersecurity requirements. Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes. Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve. Carrying out regular trainings and tests, including phishing simulation tests, to ensure the Company’s associates remain vigilant with regards to cybersecurity threats. 35 Table of Contents Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third parties, and established back-up, replication, and restoration to help ensure continuity of operations. Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, if necessary, remediate any potential damage.
Item 1C. CYBERSECURITY. Our risk management program is designed to identify, assess, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, reputational, and legal risks. Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats.
Item 1C. CYBERSECURITY. Our risk management program is designed to identify, assess, manage, and mitigate risks across various aspects of our Company, including, but not limited to, financial, operational, regulatory, reputational, and legal.
The Chief Information Security Officer is a key member of the Risk Management organization, reporting directly to the Chief Risk Management Officer and, as discussed below, provides updates to the Audit & Risk Committee of our Board of Directors. The Company’s cybersecurity risk management program is designed to ensure the Company's data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions.
The Company’s cybersecurity risk management program is designed to ensure the Company's data, information systems, networks and devices are appropriately protected from a variety of threats and that our third parties with access to the Company’s data take similar precautions.
However, the sophistication of cyber threats continues to increase, and the Company’s cybersecurity risk management and strategy may be insufficient or may not be successful in protecting against all cyber incidents.
While we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected the Company's business, financial condition, and results of operations. However, the sophistication of cyber threats continues to increase, and the Company’s cybersecurity risk management and strategy may be insufficient or may not be successful in protecting against all cyber incidents.
Consistent with this responsibility the Board has delegated primary oversight responsibility over the Company’s Risk Management program, including oversight of cybersecurity risk and risk management, to the Audit & Risk Committee of the Board.
Consistent with this responsibility, the Board has delegated primary oversight responsibility over the Company’s risk management program, including oversight of cybersecurity risk management, to the Audit & Risk Committee of the Board. The Company’s Chief Risk Management Officer reports directly to the CEO and chairs the Company’s management-level Enterprise Risk Management Committee, through which the Company’s executive team manages and oversees the Company’s entire risk management program, including cybersecurity risk management.
Cybersecurity risk is reported by both the Enterprise Risk Management and Enterprise Technology departments through monthly cybersecurity meetings with executive management and quarterly Enterprise Risk Management Committee meetings. The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness.
For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Item 1A Risk Factors. Governance The Company’s Board of Directors is charged with overseeing the establishment and execution of the Company’s Risk Management program and monitoring adherence to related policies required by applicable statutes, regulations and principles of safety and soundness.
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Our Chief Information Security Officer and Chief Technology Officer are primarily responsible for this cybersecurity component. The Chief Technology Officer is responsible for the first line of defense and has assembled a capable team of professionals with expertise in cybersecurity.
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Cybersecurity is a critical component of this program, given the increasing reliance on technology and potential of cyber threats. ​ The Company’s cybersecurity risk management program consists of a layered cybersecurity approach and is organized pursuant to prevailing guidance such as the Federal Financial Institutions Examination Council, including its underlying handbooks and assessment tools, and incorporates guidance issued by the National Institute of Standards and Technology and the Cybersecurity Infrastructure and Security Agency.
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Our third-party risk management program is designed to ensure that our third-party providers meet our cybersecurity requirements.
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These controls include, but are not limited to, access control, data encryption, data loss prevention, incident response, security monitoring, third-party risk management, and vulnerability management. ​ The Company's cybersecurity risk management program and strategy are regularly assessed by consultants, regulatory authorities, and external auditors.
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This includes conducting periodic risk assessments of our third-party providers requiring them to implement appropriate cybersecurity controls and monitoring third-party compliance with our cybersecurity requirements. ● Annual evaluation of the Company’s cybersecurity insurance program, with coverage levels benchmarked against industry peers. ● Use of external subject matter experts to provide threat intelligence and updates on trends and emerging schemes. ● Annual risk and self-assessments against established industry frameworks to ensure best practices are in place and the Company’s risk assessment continues to evolve. 37 Table of Contents ● Annual testing from a business continuity perspective, including annual business impact analysis reviews, annual testing of all critical departments, systems and third-parties, and established back-up, replication, and restoration to help ensure continuity of operations. ​ Our internal systems, processes, and controls are designed to mitigate loss from cyberattacks and, while we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected the Company's business, financial condition, and results of operations.
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The Company’s Enterprise Risk Management department also plays a crucial role in monitoring the program by internally conducting regular cyber maturity assessments.
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For more information on how cybersecurity risk may materially affect the Company’s business strategy, results of operations or financial condition, please refer to Item 1A Risk Factors. ​ Governance ​ The Enterprise Technology group, in conjunction with the Enterprise Risk Management department, and most specifically within that group, the Chief Information Security Officer, are responsible for implementing and maintaining the Company’s cybersecurity risk management program.
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In addition, the Company’s Chief Information Security Officer (“CISO”) reports directly to the Chief Risk Management Officer and works in tandem with the Company’s Enterprise Technology Department. The Enterprise Technology department is responsible for the Company’s information systems and for building and maintaining cybersecurity defenses within the Company’s technology systems.
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The Enterprise Technology group includes cybersecurity and information risk professionals who assess, identify, and manage cybersecurity risks. Individuals within these departments are subject to professional education and certification requirements. As a governance and oversight function, the Enterprise Risk Management department measures and reports on the quality of information and cyber risk management across all functions of the Company.
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The Company’s Chief Technology Officer (“CTO”) reports directly to the CEO and leads the Enterprise Technology Department.
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The Audit & Risk Committee receives regular updates on the cybersecurity program, including cybersecurity risks and incidents through direct interaction with the Chief Technology Officer, the Chief Information Security Officer and the Chief Risk Management Officer.
Added
Collectively, the Enterprise Technology and Enterprise Risk Management Departments work together to oversee the day-to-day management and implementation of the Company’s cybersecurity risk management program. ​ The Company’s Internal Audit Department, including third parties engaged by Internal Audit, evaluate the overall effectiveness of the Bank’s cybersecurity risk management strategy which is reported to the Audit & Risk Committee of the Board.
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Additionally, the Board of Directors also receives periodic updates regarding cybersecurity risks and the cybersecurity program, as well as training at least annually on the Director’s role in managing cybersecurity risks. ​
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In addition, the Enterprise Technology and Enterprise Risk Management Departments provide reports to the Audit & Risk Committee of the Board discussing items such as the Departments’ efforts to prevent, detect, mitigate, and potentially remediate cybersecurity risks, cybersecurity status updates, and current cybersecurity trends in the banking industry.
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Finally, the Company’s Board participates in training at least annually on the Directors’ role in managing cybersecurity risks. ​ The Company’s CISO has over 15 years of prior work experience, which includes managing information security and operational risk, developing cybersecurity strategy and incident responses, implementing effective information and cybersecurity programs, preventing fraud and social engineering, and ensuring business continuity and proper third party management.
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The Company’s CTO has over 25 years of prior work experience in cybersecurity and data center management and design, 16 years of which has been devoted to the financial and banking sectors. The Enterprise Technology Department is comprised of a team of subject matter experts in security operations, network architecture, cyber and information security governance and cybersecurity/network operations. ​

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt December 31, 2023, we operated 37 banking centers in Colorado, 32 in Kansas and Missouri, nine in Wyoming, eight in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 65 were owned and 29 locations were leased.
Biggest changeAt December 31, 2024, we operated 37 banking centers in Colorado, 21 in Missouri, 11 in Kansas, nine in 36 Table of Contents Wyoming, eight in Utah, two in Texas, four in New Mexico and two in Idaho. Of these banking centers, 65 were owned and 29 locations were leased.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe do not believe that any of our pending legal proceedings, individually or in the aggregate, will have a material adverse effect on our business, prospects, financial condition, results of operations or liquidity. Item 4. MINE SAFETY DISCLOSURES . None. 38 Table of Contents PART I I
Biggest changeWe do not believe that any of our pending legal proceedings, individually or in the aggregate, will have a material adverse effect on our business, prospects, financial condition, results of operations or liquidity. Item 4. MINE SAFETY DISCLOSURES . None. PART I I

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIt assumes $100 invested on December 31, 2018, with dividends invested on a total return basis. Period Ending Index 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 NBHC 100.00 116.55 111.35 152.61 149.32 136.14 KBW Regional Banking Index 100.00 123.87 113.11 154.57 143.87 143.30 Russell 2000 Index 100.00 125.49 150.50 172.75 137.40 160.60 39 Table of Contents The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2023: Maximum Total number of approximate dollar shares purchased value of shares as part of publicly that may yet be Total number Average price announced plans purchased under the Period of shares purchased paid per share or programs plans or programs (2) October 1 - October 31, 2023 (1) 1,921 $ 29.76 $ 50,000,000 November 1 - November 30, 2023 (1) 5,219 32.28 50,000,000 December 1 - December 31, 2023 (1) 21,969 37.95 50,000,000 Total 29,109 36.39 (1) Represents shares purchased other than through publicly announced plans purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
Biggest changeIt assumes $100 invested on December 31, 2019, with dividends invested on a total return basis. Period Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 NBHC 100.00 95.54 130.93 128.11 116.81 139.10 KBW Regional Banking Index 100.00 91.32 124.78 116.15 115.69 130.96 Russell 2000 Index 100.00 119.93 137.67 109.50 127.98 142.73 The following table sets forth information about our repurchases of our common stock during the fourth quarter of 2024: Maximum Total number of approximate dollar shares purchased value of shares as part of publicly that may yet be Total number Average price announced plans purchased under the Period of shares purchased paid per share or programs plans or programs (2) October 1 - October 31, 2024 (1) 7,206 $ 44.37 $ 50,000,000 November 1 - November 30, 2024 (1) 552 48.57 50,000,000 Total 7,758 44.67 (1) Represents shares purchased other than through publicly announced plans purchased pursuant to the Company’s stock incentive plans at the then current market value in satisfaction of stock option exercise prices, settlements of restricted stock and tax withholdings.
The remaining authorization under the program as of December 31, 2023 was $50.0 million. Securities Authorized for Issuance under Equity Compensation Plans During the second quarter of 2023, shareholders approved the 2023 Omnibus Incentive Plan (the “2023 Plan”).
The remaining authorization under the program as of December 31, 2024 was $50.0 million. 38 Table of Contents Securities Authorized for Issuance under Equity Compensation Plans During the second quarter of 2023, shareholders approved the 2023 Omnibus Incentive Plan (the “2023 Plan”).
Management estimates that the number of beneficial owners is significantly greater. Performance Graph The following graph presents a comparison of the Company’s performance to the indices named below.
Management estimates that the number of beneficial owners is significantly greater. 37 Table of Contents Performance Graph The following graph presents a comparison of the Company’s performance to the indices named below.
As of December 31, 2023, the aggregate number of Company common stock available for issuance under the 2023 Plan was 1,163,729 shares. During the second quarter of 2015, shareholders approved the Company’s 2014 Employee Stock Purchase Plan (“ESPP”).
As of December 31, 2024, the aggregate number of Company common stock available for issuance under the 2023 Plan was 1,000,062 shares. During the second quarter of 2015, shareholders approved the Company’s 2014 Employee Stock Purchase Plan (“ESPP”).
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTER S AND ISSUER PURCHASES OF EQUITY SECURITIES. Market for Registrant’s Common Equity Shares of the Company’s common stock are traded on the New York Stock Exchange (“NYSE”) under the symbol “NBHC”. The Company had 226 shareholders of record as of February 23, 2024.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTER S AND ISSUER PURCHASES OF EQUITY SECURITIES. Market for Registrant’s Common Equity Shares of the Company’s common stock are traded on the New York Stock Exchange under the symbol “NBHC”. The Company had 212 shareholders of record as of February 21, 2025.
As of December 31, 2023, the aggregate number of Company common stock available for issuance under the ESPP was 235,919 shares. See note 16 to the consolidated financial statements for further detail related to these equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity plans approved by security holders 755,546 $ 30.95 1,426,211 Equity plans not approved by security holders Total 755,546 $ 30.95 1,426,211 Item 6. [RESERVED] 40 Table of Contents
As of December 31, 2024, the aggregate number of Company common stock available for issuance under the ESPP was 214,530 shares. See note 16 to the consolidated financial statements for further detail related to these equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity plans approved by security holders 563,992 $ 32.90 1,214,592 Equity plans not approved by security holders Total 563,992 32.90 1,214,592 Item 6. [RESERVED] 39 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

138 edited+49 added44 removed63 unchanged
Biggest changeWe 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. 47 Table of Contents A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows: Tangible Common Book Value Ratios December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Total shareholders' equity $ 1,212,807 $ 1,092,202 $ 840,106 $ 820,691 $ 766,920 Less: goodwill and other intangible assets, net (364,716) (327,191) (121,392) (122,575) (123,758) Add: deferred tax liability related to goodwill 12,208 10,984 10,070 9,155 8,241 Tangible common equity (non-GAAP) $ 860,299 $ 775,995 $ 728,784 $ 707,271 $ 651,403 Total assets $ 9,951,064 $ 9,573,243 $ 7,214,011 $ 6,659,950 $ 5,895,512 Less: goodwill and other intangible assets, net (364,716) (327,191) (121,392) (122,575) (123,758) Add: deferred tax liability related to goodwill 12,208 10,984 10,070 9,155 8,241 Tangible assets (non-GAAP) $ 9,598,556 $ 9,257,036 $ 7,102,689 $ 6,546,530 $ 5,779,995 Tangible common equity to tangible assets calculations: Total shareholders' equity to total assets 12.19% 11.41% 11.65% 12.32% 13.01% Less: impact of goodwill and other intangible assets, net (3.23)% (3.03)% (1.39)% (1.52)% (1.74)% Tangible common equity to tangible assets (non-GAAP) 8.96% 8.38% 10.26% 10.80% 11.27% Tangible common book value per share calculations: Tangible common equity (non-GAAP) $ 860,299 $ 775,995 $ 728,784 $ 707,271 $ 651,403 Divided by: ending shares outstanding 37,784,851 37,608,519 29,958,764 30,634,291 31,176,627 Tangible common book value per share (non-GAAP) $ 22.77 $ 20.63 $ 24.33 $ 23.09 $ 20.89 Tangible common book value per share, excluding accumulated other comprehensive loss calculations: Tangible common equity (non-GAAP) $ 860,299 $ 775,995 $ 728,784 $ 707,271 $ 651,403 Accumulated other comprehensive loss, net of tax 76,401 88,204 6,963 (9,766) (2,062) Tangible common book value, excluding accumulated other comprehensive loss, net of tax (non-GAAP) 936,700 864,199 735,747 697,505 649,341 Divided by: ending shares outstanding 37,784,851 37,608,519 29,958,764 30,634,291 31,176,627 Tangible common book value per share, excluding accumulated other comprehensive loss, net of tax (non-GAAP) $ 24.79 $ 22.98 $ 24.56 $ 22.77 $ 20.83 48 Table of Contents Return on Average Tangible Assets and Return on Average Tangible Equity As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Net income $ 142,048 $ 71,274 $ 93,606 $ 88,591 $ 80,365 Add: impact of other intangible assets amortization expense, after tax 5,668 1,799 909 910 899 Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) $ 147,716 $ 73,073 $ 94,515 $ 89,501 $ 81,264 Net income excluding the impact of other intangible assets amortization expense, after tax $ 147,716 $ 73,073 $ 94,515 $ 89,501 $ 81,264 Add: acquisition-related adjustments, after tax (non-GAAP) (1) 28,303 Net income adjusted for the impact of other intangible assets amortization expense and acquisition-related expenses, after tax (non-GAAP) (1) $ 147,716 $ 101,376 $ 94,515 $ 89,501 $ 81,264 Average assets $ 9,766,448 $ 7,829,792 $ 7,020,111 $ 6,326,268 $ 5,837,121 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (345,321) (166,857) (111,944) (114,031) (116,104) Average tangible assets (non-GAAP) $ 9,421,127 $ 7,662,935 $ 6,908,167 $ 6,212,237 $ 5,721,017 Average shareholders' equity $ 1,155,777 $ 904,381 $ 846,539 $ 788,286 $ 737,923 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (345,321) (166,857) (111,944) (114,031) (116,104) Average tangible common equity (non-GAAP) $ 810,456 $ 737,524 $ 734,595 $ 674,255 $ 621,819 Return on average assets 1.45% 0.91% 1.33% 1.40% 1.38% Return on average tangible assets (non-GAAP) 1.57% 0.95% 1.37% 1.44% 1.42% Adjusted return on average tangible assets (non-GAAP) 1.57% 1.32% 1.37% 1.44% 1.42% Return on average equity 12.29% 7.88% 11.06% 11.24% 10.89% Return on average tangible common equity (non-GAAP) 18.23% 9.91% 12.87% 13.27% 13.07% Adjusted return on average tangible common equity (non-GAAP) 18.23% 13.75% 12.87% 13.27% 13.07% (1) Acquisition-related adjustments: Provision expense adjustments: Day 1 CECL provision expense $ $ 21,706 $ $ $ Non-interest expense adjustments: Acquisition-related expenses 15,067 Acquisition-related adjustments before tax (non-GAAP) 36,773 Tax expense impact (8,470) Acquisition-related adjustments, after tax (non-GAAP) $ $ 28,303 $ $ $ Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Interest income $ 495,415 $ 284,688 $ 200,965 $ 218,002 $ 242,601 Add: impact of taxable equivalent adjustment 6,099 5,512 5,161 5,103 5,065 Interest income FTE (non-GAAP) $ 501,514 $ 290,200 $ 206,126 $ 223,105 $ 247,666 Net interest income $ 361,951 $ 266,835 $ 187,144 $ 192,946 $ 205,830 Add: impact of taxable equivalent adjustment 6,099 5,512 5,161 5,103 5,065 Net interest income FTE (non-GAAP) $ 368,050 $ 272,347 $ 192,305 $ 198,049 $ 210,895 Average earning assets $ 9,023,111 $ 7,308,753 $ 6,521,300 $ 5,795,864 $ 5,368,073 Yield on earning assets 5.49% 3.90% 3.08% 3.76% 4.52% Yield on earning assets FTE (non-GAAP) 5.56% 3.97% 3.16% 3.85% 4.61% Net interest margin 4.01% 3.65% 2.87% 3.33% 3.83% Net interest margin FTE (non-GAAP) 4.08% 3.73% 2.95% 3.42% 3.93% 49 Table of Contents Efficiency Ratio and Pre-provision Net Revenue As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Net interest income $ 361,951 $ 266,835 $ 187,144 $ 192,946 $ 205,830 Add: impact of taxable equivalent adjustment 6,099 5,512 5,161 5,103 5,065 Net interest income FTE (non-GAAP) $ 368,050 $ 272,347 $ 192,305 $ 198,049 $ 210,895 Non-interest income $ 63,917 $ 67,312 $ 110,364 $ 140,258 $ 82,752 Non-interest expense $ 241,971 $ 211,234 $ 191,830 $ 206,177 $ 180,745 Less: other intangible assets amortization (7,386) (2,338) (1,183) (1,183) (1,183) Less: acquisition-related expenses (non-GAAP) (15,067) Non-interest expense adjusted for other intangible assets amortization and acquisition-related expenses (non-GAAP) $ 234,585 $ 193,829 $ 190,647 $ 204,994 $ 179,562 Non-interest expense $ 241,971 $ 211,234 $ 191,830 $ 206,177 $ 180,745 Less: acquisition-related expenses (non-GAAP) (15,067) Non-interest expense adjusted for acquisition-related expenses (non-GAAP) $ 241,971 $ 196,167 $ 191,830 $ 206,177 $ 180,745 Efficiency ratio 56.82% 63.22% 64.48% 61.88% 62.63% Efficiency ratio excluding other intangible assets amortization and acquisition-related expenses FTE (non-GAAP) 54.31% 57.07% 62.99% 60.59% 61.15% Pre-provision net revenue (non-GAAP) $ 183,897 $ 122,913 $ 105,678 $ 127,027 $ 107,837 Pre-provision net revenue, FTE (non-GAAP) 189,996 128,425 110,839 132,130 112,902 Pre-provision net revenue FTE, adjusted for acquisition-related expenses (non-GAAP) 189,996 143,492 110,839 132,130 112,902 Adjusted Net Income and Earnings Per Share As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Adjustments to net income: Net income $ 142,048 $ 71,274 $ 93,606 $ 88,591 $ 80,365 Add: acquisition-related adjustments, after tax (non-GAAP) 28,303 Adjusted net income (non-GAAP) $ 142,048 $ 99,577 $ 93,606 $ 88,591 $ 80,365 Adjustments to earnings per share: Earnings per share - diluted $ 3.72 $ 2.18 $ 3.01 $ 2.85 $ 2.55 Add: acquisition-related adjustments, after tax (non-GAAP) 0.87 Adjusted earnings per share - diluted (non-GAAP) $ 3.72 $ 3.05 $ 3.01 $ 2.85 $ 2.55 Application of Critical Accounting Policies and Significant Estimates We use accounting principles and methods that conform to GAAP and general banking practices.
Biggest changeWe 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. 46 Table of Contents A reconciliation of our GAAP financial measures to the comparable non-GAAP financial measures is as follows: Tangible Common Book Value Ratios December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Total shareholders' equity $ 1,305,075 $ 1,212,807 $ 1,092,202 $ 840,106 $ 820,691 Less: goodwill and other intangible assets, net (356,777) (364,716) (327,191) (121,392) (122,575) Add: deferred tax liability related to goodwill 13,535 12,208 10,984 10,070 9,155 Tangible common equity (non-GAAP) $ 961,833 $ 860,299 $ 775,995 $ 728,784 $ 707,271 Total assets 9,807,693 9,951,064 9,573,243 7,214,011 6,659,950 Less: goodwill and other intangible assets, net (356,777) (364,716) (327,191) (121,392) (122,575) Add: deferred tax liability related to goodwill 13,535 12,208 10,984 10,070 9,155 Tangible assets (non-GAAP) $ 9,464,451 $ 9,598,556 $ 9,257,036 $ 7,102,689 $ 6,546,530 Tangible common equity to tangible assets calculations: Total shareholders' equity to total assets 13.31% 12.19% 11.41% 11.65% 12.32% Less: impact of goodwill and other intangible assets, net (3.15)% (3.23)% (3.03)% (1.39)% (1.52)% Tangible common equity to tangible assets (non-GAAP) 10.16% 8.96% 8.38% 10.26% 10.80% Tangible common book value per share calculations: Tangible common equity (non-GAAP) $ 961,833 $ 860,299 $ 775,995 $ 728,784 $ 707,271 Divided by: ending shares outstanding 38,054,482 37,784,851 37,608,519 29,958,764 30,634,291 Tangible common book value per share (non-GAAP) $ 25.28 $ 22.77 $ 20.63 $ 24.33 $ 23.09 Tangible common book value per share, excluding accumulated other comprehensive loss calculations: Tangible common equity (non-GAAP) $ 961,833 $ 860,299 $ 775,995 $ 728,784 $ 707,271 Accumulated other comprehensive loss (income), net of tax 70,041 76,401 88,204 6,963 (9,766) Tangible common book value, excluding accumulated other comprehensive loss, net of tax (non-GAAP) 1,031,874 936,700 864,199 735,747 697,505 Divided by: ending shares outstanding 38,054,482 37,784,851 37,608,519 29,958,764 30,634,291 Tangible common book value per share, excluding accumulated other comprehensive loss, net of tax (non-GAAP) $ 27.12 $ 24.79 $ 22.98 $ 24.56 $ 22.77 47 Table of Contents Return on Average Tangible Assets and Return on Average Tangible Equity As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Net income $ 118,815 $ 142,048 $ 71,274 $ 93,606 $ 88,591 Add: adjustments, after tax (non-GAAP) (1) 5,048 28,303 Net income adjusted for the loss on security sales and acquisition-related expenses, after tax (non-GAAP) (1) $ 123,863 $ 142,048 $ 99,577 $ 93,606 $ 88,591 Net income $ 118,815 $ 142,048 $ 71,274 $ 93,606 $ 88,591 Add: impact of other intangible assets amortization expense, after tax 6,089 5,668 1,799 909 910 Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) $ 124,904 $ 147,716 $ 73,073 $ 94,515 $ 89,501 Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) $ 124,904 $ 147,716 $ 73,073 $ 94,515 $ 89,501 Add: adjustments, after tax (non-GAAP) (1) 5,048 28,303 Net income excluding the impact of other intangible assets amortization expense, adjusted for the loss on security sales and acquisition-related expenses, after tax (non-GAAP) (1) $ 129,952 $ 147,716 $ 101,376 $ 94,515 $ 89,501 Average assets $ 9,924,651 $ 9,766,448 $ 7,829,792 $ 7,020,111 $ 6,326,268 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (347,388) (345,321) (166,857) (111,944) (114,031) Average tangible assets (non-GAAP) $ 9,577,263 $ 9,421,127 $ 7,662,935 $ 6,908,167 $ 6,212,237 Average shareholders' equity $ 1,262,386 $ 1,155,777 $ 904,381 $ 846,539 $ 788,286 Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill (347,388) (345,321) (166,857) (111,944) (114,031) Average tangible common equity (non-GAAP) $ 914,998 $ 810,456 $ 737,524 $ 734,595 $ 674,255 Return on average assets 1.20% 1.45% 0.91% 1.33% 1.40% Adjusted return on average assets (non-GAAP) 1.25% 1.45% 1.27% 1.33% 1.40% Return on average tangible assets (non-GAAP) 1.30% 1.57% 0.95% 1.37% 1.44% Adjusted return on average tangible assets (non-GAAP) (1) 1.36% 1.57% 1.32% 1.37% 1.44% Return on average equity 9.41% 12.29% 7.88% 11.06% 11.24% Adjusted return on average equity (non-GAAP) 9.81% 12.29% 11.01% 11.06% 11.24% Return on average tangible common equity (non-GAAP) 13.65% 18.23% 9.91% 12.87% 13.27% Adjusted return on average tangible common equity (non-GAAP) (1) 14.20% 18.23% 13.75% 12.87% 13.27% (1) Adjustments: Provision expense adjustments: Day 1 CECL provision expense $ $ $ 21,706 $ $ Non-interest income adjustments: Loss on security sales 6,582 Non-interest expense adjustments: Acquisition-related expenses 15,067 Total adjustments before tax (non-GAAP) 6,582 36,773 Tax benefit impact (1,534) (8,470) Total adjustments after tax (non-GAAP) $ 5,048 $ $ 28,303 $ $ 48 Table of Contents Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Interest income $ 538,268 $ 495,415 $ 284,688 $ 200,965 $ 218,002 Add: impact of taxable equivalent adjustment 7,094 6,099 5,512 5,161 5,103 Interest income FTE (non-GAAP) $ 545,362 $ 501,514 $ 290,200 $ 206,126 $ 223,105 Net interest income $ 345,388 $ 361,951 $ 266,835 $ 187,144 $ 192,946 Add: impact of taxable equivalent adjustment 7,094 6,099 5,512 5,161 5,103 Net interest income FTE (non-GAAP) $ 352,482 $ 368,050 $ 272,347 $ 192,305 $ 198,049 Average earning assets $ 9,154,018 $ 9,023,111 $ 7,308,753 $ 6,521,300 $ 5,795,864 Yield on earning assets 5.88% 5.49% 3.90% 3.08% 3.76% Yield on earning assets FTE (non-GAAP) 5.96% 5.56% 3.97% 3.16% 3.85% Net interest margin 3.77% 4.01% 3.65% 2.87% 3.33% Net interest margin FTE (non-GAAP) 3.85% 4.08% 3.73% 2.95% 3.42% Efficiency Ratio and Pre-provision Net Revenue As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Net interest income $ 345,388 $ 361,951 $ 266,835 $ 187,144 $ 192,946 Add: impact of taxable equivalent adjustment 7,094 6,099 5,512 5,161 5,103 Net interest income FTE (non-GAAP) $ 352,482 $ 368,050 $ 272,347 $ 192,305 $ 198,049 Non-interest income $ 61,231 $ 63,917 $ 67,312 $ 110,364 $ 140,258 Add: loss on security sales (non-GAAP) 6,582 Non-interest income adjusted for loss on security sales (non-GAAP) $ 67,813 $ 63,917 $ 67,312 $ 110,364 $ 140,258 Non-interest expense $ 254,617 $ 241,971 $ 211,234 $ 191,830 $ 206,177 Less: other intangible assets amortization (7,939) (7,386) (2,338) (1,183) (1,183) Less: acquisition-related expenses (non-GAAP) (15,067) Non-interest expense excluding other intangible assets amortization adjusted for acquisition-related expenses (non-GAAP) $ 246,678 $ 234,585 $ 193,829 $ 190,647 $ 204,994 Non-interest expense $ 254,617 $ 241,971 $ 211,234 $ 191,830 $ 206,177 Less: acquisition-related expenses (non-GAAP) (15,067) Non-interest expense adjusted for acquisition-related expenses (non-GAAP) $ 254,617 $ 241,971 $ 196,167 $ 191,830 $ 206,177 Efficiency ratio 62.62% 56.82% 63.22% 64.48% 61.88% Efficiency ratio excluding other intangible assets amortization, adjusted for the loss on security sales and acquisition-related expenses FTE (non-GAAP) 58.69% 54.31% 57.07% 62.99% 60.59% Pre-provision net revenue (non-GAAP) $ 152,002 $ 183,897 $ 122,913 $ 105,678 $ 127,027 Pre-provision net revenue, FTE (non-GAAP) 159,096 189,996 128,425 110,839 132,130 Pre-provision net revenue FTE, adjusted for loss on security sales and acquisition-related expenses (non-GAAP) 165,678 189,996 143,492 110,839 132,130 49 Table of Contents Adjusted Net Income and Earnings Per Share As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Adjustments to net income: Net income $ 118,815 $ 142,048 $ 71,274 $ 93,606 $ 88,591 Add: loss on security sales, after tax (non-GAAP) 5,048 Add: acquisition-related expenses, after tax (non-GAAP) 28,303 Adjusted net income (non-GAAP) $ 123,863 $ 142,048 $ 99,577 $ 93,606 $ 88,591 Adjustments to earnings per share: Earnings per share - diluted $ 3.08 $ 3.72 $ 2.18 $ 3.01 $ 2.85 Add: loss on security sales, after tax (non-GAAP) 0.14 Add: acquisition-related expenses, after tax (non-GAAP) 0.87 Adjusted earnings per share - diluted (non-GAAP) $ 3.22 $ 3.72 $ 3.05 $ 3.01 $ 2.85 Application of Critical Accounting Policies and Significant Estimates We use accounting principles and methods that conform to GAAP and general banking practices.
Specific allowances are determined by collectively analyzing: the borrower’s resources, ability and willingness to repay in accordance with the terms of the loan agreement; the likelihood of receiving financial support from any guarantors; the adequacy and present value of future cash flows, less disposal costs, of any collateral; and the impact current economic conditions may have on the borrower’s financial condition and liquidity or the value of the collateral. The collective resulting ACL for loans is calculated as the sum of the general reserves, specific reserves on individually evaluated loans, and qualitative factor adjustments.
Specific allowances are determined by collectively analyzing: the borrower’s resources, ability and willingness to repay in accordance with the terms of the loan agreement; the likelihood of receiving financial support from any guarantors; the adequacy and present value of future cash flows, less disposal costs, of any collateral; and the impact current economic conditions may have on the borrower’s financial condition and liquidity or the value of the collateral. The resulting ACL for loans is calculated as the sum of the general reserves, specific reserves on individually evaluated loans, and qualitative factor adjustments.
Additionally, the collective ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition.
Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. Changes in these assumptions, estimates or the conditions surrounding them may have a material impact on our financial condition.
The Company estimates the collective ACL by first disaggregating the loan portfolio into segments based upon broad characteristics such as primary use and underlying collateral. Within these segments, the portfolio is further disaggregated into classes of loans with similar attributes and risk characteristics.
The Company estimates the ACL by first disaggregating the loan portfolio into segments based upon broad characteristics such as primary use and underlying collateral. Within these segments, the portfolio is further disaggregated into classes of loans with similar attributes and risk characteristics.
These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows. Interest rate risk results from following: Repricing risk timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities; Option risk changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity; Yield curve risk changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and Basis risk changes in spread relationships between different yield curves. The Asset Liability Committee, a cross-functional committee comprised of executive management and senior leaders, meets monthly to review, among other things, the sensitivity of the Company's assets and liabilities to interest rate changes, local and national market conditions and interest rates.
These analyses use various assumptions, including the nature and timing of interest rate changes, yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment/replacement of asset and liability cash flows. Interest rate risk results from the following: Repricing risk timing differences in the repricing and maturity of interest-earning assets and interest-bearing liabilities; Option risk changes in the expected maturities of assets and liabilities, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity; Yield curve risk changes in the yield curve where interest rates increase or decrease in a nonparallel fashion; and Basis risk changes in spread relationships between different yield curves. 70 Table of Contents The Asset Liability Committee, a cross-functional committee comprised of executive management and senior leaders, meets monthly to review, among other things, the sensitivity of the Company's assets and liabilities to interest rate changes, local and national market conditions and interest rates.
Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis. Summary of Selected Historical Consolidated Financial Data The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2023.
Management employs risk management policies to monitor and limit exposure to changes in market rates, which is discussed in more detail in the Asset/Liability Management and Interest Rate Risk section of Management’s Discussion and Analysis. Summary of Selected Historical Consolidated Financial Data The following table sets forth a summary of selected historical financial information derived from our audited consolidated financial statements as of and for the five years ended December 31, 2024.
Following are the loan classes within each of the four primary loan segments: Non-owner occupied Commercial commercial real estate Residential real estate Consumer Commercial and industrial Construction Senior lien Consumer Owner occupied commercial real estate Acquisition and development Junior lien Food and agribusiness Multifamily Municipal and non-profit Non-owner occupied Loans on non-accrual, in bankruptcy and TDMs with a balance greater than $250,000 are excluded from the pooled analysis and are evaluated individually.
Following are the loan classes within each of the four primary loan segments: Non-owner occupied Commercial commercial real estate Residential real estate Consumer Commercial and industrial Construction Senior lien Consumer Owner occupied commercial real estate Acquisition and development Junior lien Food and agribusiness Multifamily Municipal and non-profit Non-owner occupied Loans on non-accrual, in bankruptcy and TDMs with a balance greater than $250 thousand are excluded from the pooled analysis and are evaluated individually.
At December 31, 2023 and 2022, our subsidiary banks and the consolidated holding company exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as further detailed in note 14 of our consolidated financial statements. Results of Operations Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities.
At December 31, 2024 and 2023, our subsidiary banks and the consolidated holding company exceeded all capital ratio requirements under prompt corrective action and other regulatory requirements, as further detailed in note 14 of our consolidated financial statements. Results of Operations Our net income depends largely on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities.
The DCF model allows for individual life of loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macro-economic factors, including unemployment rates, home price index (“HPI”), retail sales and gross domestic product (“GDP”), which drive correlated loss rates.
The DCF model allows for individual lifetime loan cash flow modeling, excluding extensions and renewals, using loan-specific interest rates and repayment schedules including estimated prepayment rates and loss recovery timing delays. The model incorporates forecasts of certain national macro-economic factors, including unemployment rates, home price index (“HPI”), retail sales and gross domestic product (“GDP”), which drive correlated loss rates.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith. Management’s discussion focuses on 2023 results compared to 2022.
This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that may cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and should be read herewith. Management’s discussion focuses on 2024 results compared to 2023.
For a discussion of 2022 results compared to 2021, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. All amounts are in thousands, except share and per share data, or as otherwise noted. Overview Our focus is on building relationships by creating a win-win scenario for our clients and our Company.
For a discussion of 2023 results compared to 2022, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All amounts are in thousands, except share and per share data, or as otherwise noted. Overview Our focus is on building relationships by creating a win-win scenario for our clients and our Company.
The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income. Our interest rate risk model indicated that the Company was in a fairly neutral position in terms of interest rate sensitivity at December 31, 2023.
The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income. Our interest rate risk model indicated that the Company was in a fairly neutral position in terms of interest rate sensitivity at December 31, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2023, 2022, and 2021, and with the other financial and statistical data presented in this annual report.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes as of and for the years ended December 31, 2024, 2023, and 2022, and with the other financial and statistical data presented in this annual report.
In addition, as a member of the FHLB, the Company has access to a line of credit and term financing from the FHLB with total available credit of $1.7 billion at December 31, 2023. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale.
In addition, as a member of the FHLB, the Company has access to a line of credit and term financing from the FHLB with total available credit of $1.7 billion at December 31, 2024. The Company may utilize the FHLB line of credit as a funding mechanism for originated loans and loans held for sale.
Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk. 52 Table of Contents Our investment security portfolio consists of high-quality securities, which are largely backed by either U.S. government agencies or U.S. government sponsored entities.
Treasury securities have a long history of zero credit losses, an explicit guarantee by the U.S. government (although limited for FNMA and FHLMC securities) and yields that generally trade based on market views of prepayment and liquidity risk rather than credit risk. Our investment security portfolio consists of high-quality securities, which are largely backed by either U.S. government agencies or U.S. government sponsored entities.
While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, customer base, liquidity, capital position or risk profile. Additionally, we face continual challenges implementing our business strategy.
While these are widespread challenges for the banking industry, the Company has not experienced a material impact to our financial condition, operations, client base, liquidity, capital position or risk profile. Additionally, we face continual challenges implementing our business strategy.
We have maintained relationships with food and agribusiness clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing any potential credit losses in the future. New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates.
We have maintained relationships with food and agribusiness clients that generally possess low leverage and, correspondingly, low bank debt to assets, minimizing any potential credit losses in the future. 55 Table of Contents New loan origination is a direct result of our ability to recruit and retain top banking talent, connect with clients in our markets and provide needed services at competitive rates.
These scenarios, known as rate shocks, simulate an instantaneous change in interest 71 Table of Contents rates and utilize various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk.
These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and utilize various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk.
Interest expense related to the notes totaling $0.6 million and $0.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2023 and 2022, respectively. The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only.
Interest expense related to the notes totaling $0.6 million and $0.6 million was recorded in the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively. The three notes, containing similar terms, are subordinated, unsecured and mature on June 15, 2031. Payments consist of interest only.
(9) Non-performing assets include non-performing loans, other real estate owned and other repossessed assets. 46 Table of Contents About Non-GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible assets,” “average tangible assets,” “return on average tangible assets,” “tangible common equity,” “tangible common equity to tangible assets,” “return on average tangible common equity,” “tangible common book value,” “tangible common book value per share,” “tangible common equity to tangible assets,” “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,” “adjusted non-interest expense,” “non-interest expense to average assets, adjusted,” “adjusted net income,” “adjusted net income excluding other intangible assets amortization expense, after tax,” “adjusted earnings per share diluted,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” “non-interest expense adjusted for other intangible assets amortization and acquisition-related expenses,” “non-interest expense adjusted for acquisition-related expenses,” “efficiency ratio adjusted for other intangible assets amortization and acquisition-related expenses,” “pre-provision net revenue,” “pre-provision net revenue adjusted for acquisition-related expenses,” “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,” “adjusted net income excluding other intangible assets amortization expense, after tax,” “net income adjusted for the impact of other intangible assets amortization expense and acquisition-related expenses, after tax,” “net income excluding the impact of other intangible assets amortization expense, after tax,” 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).
(10) Non-performing assets include non-performing loans, other real estate owned and other repossessed assets. 45 Table of Contents About Non-GAAP Financial Measures Certain of the financial measures and ratios we present, including “tangible assets,” “average tangible assets,” “return on average tangible assets,” “tangible common equity,” “tangible common equity to tangible assets,” “return on average tangible common equity,” “tangible common book value,” “tangible common book value per share,” “tangible common equity to tangible assets,” “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,” “net income excluding the impact of other intangible assets amortization expense, after tax,” “adjusted net income,” “adjusted net income, after tax,” “adjusted net income excluding the impact of other intangible assets amortization expense, after tax,” “adjusted earnings per share diluted,” “adjusted return on average tangible assets,” “adjusted return on average tangible common equity,” “efficiency ratio excluding other intangible assets amortization FTE, adjusted,” “efficiency ratio excluding other intangible assets amortization, loss on security sales and acquisition-related expenses FTE,” “pre-provision net revenue,” “pre-provision net revenue FTE, adjusted for loss on security sales and acquisition-related expenses,” “non-interest income adjusted for loss on security sales,” “non-interest expense adjusted for acquisition-related expenses,” “non-interest expense excluding other intangible assets amortization and 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).
(6) Interest rate spread represents the difference between the weighted average yield on interest earning assets and the weighted average cost of interest bearing liabilities. (7) 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) Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. (7) 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.
The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of December 31, 2023 and December 31, 2022 was 5.7 years and 6.0 years, respectively. This estimate is based on assumptions and actual results may differ.
The estimated weighted average expected life of the held-to-maturity mortgage-backed securities portfolio as of December 31, 2024 and December 31, 2023 was 5.6 years and 5.7 years, respectively. This estimate is based on assumptions and actual results may differ.
At December 31, 2022, the held-to-maturity investment portfolio included $91.8 million of unrealized losses and $0.2 million of unrealized gains. The Company does not measure expected credit losses on a financial asset, or groups of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero.
At December 31, 2023, the held-to-maturity investment portfolio included $81.0 million of unrealized losses and $0.2 million of unrealized gains. The Company does not measure expected credit losses on a financial asset, or groups of financial assets, in which historical credit loss information adjusted for current conditions and reasonable and supportable forecasts results in an expectation that nonpayment of the amortized cost basis is zero.
Loans 90 days or more past due and still accruing interest were 0.01% and zero percent of total loans for December 31, 2023 and 2022, respectively. Allowance for credit losses The ACL represents the amount that we believe is necessary to absorb estimated lifetime credit losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity.
Loans 90 days or more past due and still accruing interest were 0.19% and 0.01% of total loans for December 31, 2024 and 2023, respectively. Allowance for credit losses The ACL represents the amount that we believe is necessary to absorb estimated lifetime credit losses inherent in the loan portfolio at the balance sheet date and involves a high degree of judgment and complexity.
We have identified four primary loan segments within the ACL model that are further stratified into 11 loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific risk factors affecting each loan class.
We have identified four primary loan segments within the ACL model that are further stratified into 11 loan classes to provide more granularity in analyzing loss history and to allow for more definitive qualitative adjustments based upon specific risk factors 59 Table of Contents affecting each loan class.
While these amounts are calculated by individual loan or on a pool basis by segment and class, the entire ACL is available for any loan that, in our judgment, should be charged-off. The determination and application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change.
While these amounts are calculated by individual loan or by segment and class, the entire ACL is available for any loan that, in our judgment, should be charged off. The determination and application of the ACL accounting policy involves judgments, estimates, and uncertainties that are subject to change.
See additional discussion of our ACL policy in note 2 Summary of Significant Accounting Policies in the notes to our consolidated financial statements for the year ended December 31, 2023. 50 Table of Contents Allowance for credit losses The determination of the ACL, which represents management’s estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date, involves a high degree of judgment and complexity.
See additional discussion of our ACL policy in note 2 Summary of Significant Accounting Policies in the notes to our consolidated financial statements for the year ended December 31, 2024. Allowance for credit losses The determination of the ACL, which represents management’s estimate of lifetime credit losses inherent in our loan portfolio at the balance sheet date, involves a high degree of judgment and complexity.
Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during 2023 and 2022 was $0.6 million and $0.7 million, respectively. Past due status is monitored as an indicator of credit deterioration.
Interest income that would have been recorded had non-accrual loans performed in accordance with their original contract terms during 2024 and 2023 was $2.0 million and $0.6 million, respectively. Past due status is monitored as an indicator of credit deterioration.
Accordingly, for the origination of loans, we have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size.
Accordingly, for the origination of loans, we 57 Table of Contents have established a credit policy that allows for responsive, yet controlled lending with credit approval requirements that are scaled to loan size.
The balance on the note at December 31, 2023, net of long-term debt issuance costs totaling $0.3 million, totaled $39.7 million. Interest expense totaling $1.2 million and $1.3 million was recorded in the consolidated statements of operations during the years ended December 31, 2023 and 2022, respectively. The note is subordinated, unsecured and matures on November 15, 2031.
The balance on the note at December 31, 2024, net of long-term debt issuance costs totaling $0.2 million, totaled $39.8 million. Interest expense totaling $1.2 million and $1.2 million was recorded in the consolidated statements of operations during the years ended December 31, 2024 and 2023, respectively. The note is subordinated, unsecured and matures on November 15, 2031.
Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of 58 Table of Contents the scheduled payment.
Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment.
The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 5.2 years and 5.4 years at December 31, 2023 and December 31, 2022, respectively. This estimate is based on assumptions and actual results may differ.
The estimated weighted average life of the available-for-sale mortgage-backed securities portfolio was 5.3 years and 5.2 years at December 31, 2024 and December 31, 2023, respectively. This estimate is based on assumptions and actual results may differ.
Included within those contractual obligations were time deposits totaling $982.0 million, with $689.0 million of that estimated to be paid within one year. For additional information regarding our operating, investing and financing cash flows, see our consolidated statements of cash flows in the accompanying consolidated financial statements. Capital Under the Basel III requirements, at December 31, 2023, the Company, NBH Bank and Bank of Jackson Hole Trust met all capital adequacy requirements, and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions.
Included within those contractual obligations were time deposits totaling $1.0 billion, with $822.6 million of that estimated to be paid within one year. For additional information regarding our operating, investing and financing cash flows, see our consolidated statements of cash flows in the accompanying consolidated financial statements. Capital Under the Basel III requirements, at December 31, 2024, the Company, NBH Bank and Bank of Jackson Hole Trust met all capital adequacy requirements, and the Banks had regulatory capital ratios in excess of the levels established for well-capitalized institutions.
At December 31, 2023, the Company had $340.0 million of outstanding borrowings with the FHLB. At December 31, 2022, the Company had $385.0 million of outstanding borrowings with the FHLB. The Company may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged at December 31, 2023 or 2022.
At December 31, 2024, the Company had $50.0 million of outstanding borrowings with the FHLB. At December 31, 2023, the Company had $340.0 million of outstanding borrowings with the FHLB. The Company may pledge investment securities and loans as collateral for FHLB advances. There were no investment securities pledged at December 31, 2024 or 2023.
At December 31, 2023 and December 31, 2022, the duration of the total available-for-sale investment portfolio was 4.3 years and 4.4 years, respectively. At December 31, 2023 and 2022, adjustable rate securities comprised 13.0% and 11.5%, respectively, of the available-for-sale mortgage-backed security portfolio.
At December 31, 2024 and December 31, 2023, the duration of the total available-for-sale investment portfolio was 4.3 years. At December 31, 2024 and 2023, adjustable rate securities comprised 5.9% and 13.0%, respectively, of the available-for-sale mortgage-backed security portfolio.
Regarding the fair value of 42 Table of Contents investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.
Regarding the fair value of investment securities, our accumulated other comprehensive loss does not have a material impact on our capital position.
The Company incurred $22.0 million and $1.7 million of interest expense related to FHLB advances or other short-term borrowings for the years ended December 31, 2023 and 2022, respectively. Regulatory Capital Our subsidiary banks and the holding company are subject to the regulatory capital adequacy requirements of the Federal Reserve Board and the FDIC, as applicable.
The Company incurred $4.6 million and $22.0 million of interest expense related to FHLB advances or other short-term borrowings for the years ended December 31, 2024 and 2023, respectively. Regulatory Capital Our subsidiary banks and the holding company are subject to the regulatory capital adequacy requirements of the Federal Reserve Board and the FDIC, as applicable.
(2) Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $6,099, $5,512 and $5,161 for the years ended December 31, 2023, 2022 and 2021, respectively.
(2) Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,094, $6,099 and $5,512 for the years ended December 31, 2024, 2023 and 2022, respectively.
When a loan is placed on non-accrual, any recorded AIR is reversed against interest income. Total ACL After considering the above mentioned factors, we believe that the ACL of $97.9 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at December 31, 2023.
When a loan is placed on non-accrual, any recorded AIR is reversed against interest income. Total ACL After considering the above mentioned factors, we believe that the ACL of $94.5 million is adequate to cover estimated lifetime losses inherent in the loan portfolio at December 31, 2024.
The lower effective tax rate compared to the federal statutory tax rate was primarily due to interest income from tax-exempt lending, bank-owned life insurance income, and the relationship of these items to pre-tax income. Liquidity and Capital Resources Liquidity Liquidity risk management is an important element in our asset/liability management.
The lower effective tax rate compared to the federal statutory tax rate was primarily due to interest income from tax-exempt lending, bank-owned life insurance income, research and development tax credits related to the 2UniFi buildout and the relationship of these items to pre-tax income. Liquidity and Capital Resources Liquidity Liquidity risk management is an important element in our asset/liability management.
The collective ACL is determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilizes a discounted cash flow (“DCF”) model that incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive the losses predicted in establishing the Company’s collective ACL.
The ACL is determined at the class level, analyzing loss history based upon specific loss drivers and risk factors affecting each loan class. The Company utilizes a discounted cash flow (“DCF”) model developed within a third-party software tool that incorporates forecasts of certain national macroeconomic factors (reasonable and supportable forecasts) which drive the losses predicted in establishing the Company’s ACL.
See the reconciliation under “About Non-GAAP Financial Measures.” 45 Table of Contents Key Metrics As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Return on average assets 1.45% 0.91% 1.33% 1.40% 1.38% Return on average tangible assets (1) 1.57% 0.95% 1.37% 1.44% 1.42% Return on average tangible assets, adjusted (1)(2) 1.57% 1.32% 1.37% 1.44% 1.42% Return on average equity 12.29% 7.88% 11.06% 11.24% 10.89% Return on average tangible common equity (1) 18.23% 9.91% 12.87% 13.27% 13.07% Return on average tangible common equity, adjusted (1)(2) 18.23% 13.75% 12.87% 13.27% 13.07% Loan to deposit ratio (end of period) (3) 94.00% 91.72% 72.47% 76.70% 93.21% Non-interest bearing deposits to total deposits (end of period) 28.83% 39.82% 40.24% 37.19% 25.01% Net interest margin (4) 4.01% 3.65% 2.87% 3.33% 3.83% Net interest margin FTE (1)(4)(5) 4.08% 3.73% 2.95% 3.42% 3.93% Interest rate spread FTE (1)(5)(6) 3.26% 3.54% 2.79% 3.21% 3.65% Yield on earning assets (7) 5.49% 3.90% 3.08% 3.76% 4.52% Yield on earning assets FTE (1)(5)(7) 5.56% 3.97% 3.16% 3.85% 4.61% Cost of interest bearing liabilities 2.30% 0.43% 0.37% 0.64% 0.96% Cost of deposits 1.37% 0.22% 0.23% 0.45% 0.64% Non-interest income to total revenue FTE (5) 14.80% 19.82% 36.46% 41.46% 28.18% Non-interest expense to average assets 2.48% 2.70% 2.73% 3.26% 3.10% Efficiency ratio 56.82% 63.22% 64.48% 61.88% 62.63% Efficiency ratio excluding other intangible assets amortization and acquisition-related expenses FTE (1)(2)(5) 54.31% 57.07% 62.99% 60.59% 61.15% Pre-provision net revenue $ 183,897 $ 122,913 $ 105,678 $ 127,027 $ 107,837 Pre-provision net revenue FTE (1)(5) 189,996 128,425 110,839 132,130 112,902 Pre-provision net revenue FTE adjusted for acquisition-related expense (1)(2)(5) 189,996 143,492 110,839 132,130 112,902 Total Loans Asset Quality Data (3)(8)(9) Non-performing loans to total loans 0.37% 0.23% 0.24% 0.47% 0.49% Non-performing assets to total loans and OREO 0.42% 0.28% 0.39% 0.58% 0.66% Allowance for credit losses to total loans 1.27% 1.24% 1.10% 1.37% 0.88% Allowance for credit losses to non-performing loans 346.99% 542.35% 458.77% 293.21% 179.62% Net charge-offs to average loans 0.02% 0.03% 0.03% 0.06% 0.19% (1) Represents a non-GAAP financial measure.
See the reconciliation under “About Non-GAAP Financial Measures.” 44 Table of Contents Key Metrics As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Return on average assets 1.20% 1.45% 0.91% 1.33% 1.40% Return on average tangible assets (1) 1.30% 1.57% 0.95% 1.37% 1.44% Return on average tangible assets, adjusted (1)(2) 1.36% 1.57% 1.32% 1.37% 1.44% Return on average equity 9.41% 12.29% 7.88% 11.06% 11.24% Return on average tangible common equity (1) 13.65% 18.23% 9.91% 12.87% 13.27% Return on average tangible common equity, adjusted (1)(2) 14.20% 18.23% 13.75% 12.87% 13.27% Loan to deposit ratio (end of period) (3) 94.09% 94.00% 91.72% 72.47% 76.70% Non-interest bearing deposits to total deposits (end of period) 26.87% 28.83% 39.82% 40.24% 37.19% Net interest margin (4) 3.77% 4.01% 3.65% 2.87% 3.33% Net interest margin FTE (1)(4)(5) 3.85% 4.08% 3.73% 2.95% 3.42% Interest rate spread FTE (1)(5)(6) 2.87% 3.26% 3.54% 2.79% 3.21% Yield on earning assets (7) 5.88% 5.49% 3.90% 3.08% 3.76% Yield on earning assets FTE (1)(5)(7) 5.96% 5.56% 3.97% 3.16% 3.85% Cost of funds 2.27% 1.58% 0.26% 0.23% 0.46% Cost of deposits 2.23% 1.37% 0.22% 0.23% 0.45% Non-interest income to total revenue FTE (5)(8) 14.80% 14.80% 19.82% 36.46% 41.46% Non-interest expense to average assets 2.57% 2.48% 2.70% 2.73% 3.26% Efficiency ratio 62.62% 56.82% 63.22% 64.48% 61.88% Efficiency ratio excluding other intangible assets amortization FTE, adjusted (1)(2)(5) 58.69% 54.31% 57.07% 62.99% 60.59% Pre-provision net revenue $ 152,002 $ 183,897 $ 122,913 $ 105,678 $ 127,027 Pre-provision net revenue FTE (1)(5) 159,096 189,996 128,425 110,839 132,130 Pre-provision net revenue FTE, adjusted (1)(2)(5) 165,678 189,996 143,492 110,839 132,130 Total Loans Asset Quality Data (3)(9)(10) Non-performing loans to total loans 0.46% 0.37% 0.23% 0.24% 0.47% Non-performing assets to total loans and OREO 0.47% 0.42% 0.28% 0.39% 0.58% Allowance for credit losses to total loans 1.22% 1.27% 1.24% 1.10% 1.37% Allowance for credit losses to non-performing loans 262.42% 346.99% 542.35% 458.77% 293.21% Net charge-offs to average loans 0.13% 0.02% 0.03% 0.03% 0.06% (1) Represents a non-GAAP financial measure.
See non-GAAP reconciliation below. (2) Ratios are adjusted for acquisition-related expenses. See non-GAAP reconciliation below. (3) Total loans are net of unearned discounts and fees. (4) Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
See non-GAAP reconciliation below. (2) Ratios are adjusted for loss on security sales in 2024 and acquisition-related expenses in 2022. See non-GAAP reconciliation below. (3) Total loans are net of unearned discounts and fees. (4) Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
Increases in interest rates, declines in the fair value of securities, lack of available funding, uninsured deposits and risk from concentrations in loan and deposit segments along with declines in commercial real estate property values are drawing increased scrutiny on financial institutions.
The sustained higher-interest rate environment, declines in the fair value of securities, lack of available funding, uninsured deposits and risk from concentrations in loan and deposit segments along with declines in commercial real estate property values are drawing increased scrutiny on financial institutions.
Non-performing assets to total loans and OREO totaled 0.42% at December 31, 2023, compared to 0.28% at December 31, 2022. Net charge-offs of $1.1 million and $1.8 million were recorded during 2023 and 2022, respectively.
Non-performing assets to total loans and OREO totaled 0.47% at December 31, 2024, compared to 0.42% at December 31, 2023. Net charge-offs of $9.8 million and $1.1 million were recorded during 2024 and 2023, respectively.
The notes are not subject to redemption at the option of the holder. 63 Table of Contents Other borrowings As of December 31, 2023 and 2022, the Company sold securities under agreements to repurchase totaling $19.6 million and $20.2 million, respectively.
The notes are not subject to redemption at the option of the holder. 63 Table of Contents Other borrowings As of December 31, 2024 and 2023, the Company sold securities under agreements to repurchase totaling $18.9 million and $19.6 million, respectively.
The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 and 200 basis point decrease in interest rates on net interest income based on the interest rate risk model at the respective dates: Hypothetical shift in interest % change in projected net interest income rates (in bps) December 31, 2023 December 31, 2022 200 (0.18)% 2.60% 100 (0.06)% 1.31% (100) (0.09)% (2.93)% (200) (0.33)% (8.24)% Many assumptions are used to calculate the impact of interest rate fluctuations.
The table below illustrates the impact of an immediate and sustained 200 and 100 basis point increase and a 100 and 200 basis point decrease in interest rates on net interest income based on the interest rate risk model at the respective dates: Hypothetical shift in interest % change in projected net interest income rates (in bps) December 31, 2024 December 31, 2023 200 1.72% (0.18)% 100 0.87% (0.06)% (100) (1.05)% (0.09)% (200) (2.11)% (0.33)% Many assumptions are used to calculate the impact of interest rate fluctuations.
Loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection. The following table sets forth the non-performing assets and past due loans as of the dates presented: December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2019 Non-accrual loans: Non-accrual loans, excluding modified loans $ 14,756 $ 14,034 $ 8,466 $ 12,190 $ 16,894 Modified loans on non-accrual (1) 13,472 2,478 2,366 8,197 4,854 Non-performing loans 28,228 16,512 10,832 20,387 21,748 OREO 4,088 3,731 7,005 4,730 7,300 Other repossessed assets 17 Total non-performing assets $ 32,316 $ 20,243 $ 17,837 $ 25,134 $ 29,048 Loans 30-89 days past due and still accruing interest $ 12,232 $ 2,986 $ 1,687 $ 968 $ 6,349 Loans 90 days or more past due and still accruing interest 591 95 420 162 1,662 Non-accrual loans 28,228 16,512 10,832 20,387 21,748 Total past due and non-accrual loans $ 41,051 $ 19,593 $ 12,939 $ 21,517 $ 29,759 Accruing modified loans (1) $ 15,148 $ 4,654 $ 7,186 $ 13,945 $ 6,885 Allowance for credit losses 97,947 89,553 49,694 59,777 39,064 Non-performing loans to total loans 0.37% 0.23% 0.24% 0.47% 0.49% Total 90 days past due and still accruing interest and non-accrual loans to total loans 0.37% 0.23% 0.25% 0.47% 0.53% Total non-performing assets to total loans and OREO 0.42% 0.28% 0.39% 0.58% 0.66% ACL to non-performing loans 346.99% 542.35% 458.77% 293.21% 179.62% (1) Reflects loan modifications as defined under ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures adopted in the first quarter of 2023.
Loans that are 90 days or more past due are put on non-accrual status unless the loan is well secured and in the process of collection. 58 Table of Contents The following table sets forth the non-performing assets and past due loans as of the dates presented: December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 Non-accrual loans: Non-accrual loans, excluding modified loans $ 32,556 $ 14,756 $ 14,034 $ 8,466 $ 12,190 Modified loans on non-accrual (1) 3,438 13,472 2,478 2,366 8,197 Non-performing loans 35,994 28,228 16,512 10,832 20,387 OREO 662 4,088 3,731 7,005 4,730 Other repossessed assets 17 Total non-performing assets $ 36,656 $ 32,316 $ 20,243 $ 17,837 $ 25,134 Loans 30-89 days past due and still accruing interest $ 23,164 $ 12,232 $ 2,986 $ 1,687 $ 968 Loans 90 days or more past due and still accruing interest 14,940 591 95 420 162 Non-accrual loans 35,994 28,228 16,512 10,832 20,387 Total past due and non-accrual loans $ 74,098 $ 41,051 $ 19,593 $ 12,939 $ 21,517 Accruing modified loans (1) $ 15,282 $ 15,148 $ 4,654 $ 7,186 $ 13,945 Allowance for credit losses 94,455 97,947 89,553 49,694 59,777 Non-performing loans to total loans 0.46% 0.37% 0.23% 0.24% 0.47% Total 90 days past due and still accruing interest and non-accrual loans to total loans 0.66% 0.37% 0.23% 0.25% 0.47% Total non-performing assets to total loans and OREO 0.47% 0.42% 0.28% 0.39% 0.58% ACL to non-performing loans 262.42% 346.99% 542.35% 458.77% 293.21% (1) Reflects loan modifications as defined under ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures adopted in the first quarter of 2023.
Included in the municipal and non-profit segment are tax exempt loans totaling $868,842 and $772,908 with an FTE weighted average rate of 4.31% and 4.08% at December 31, 2023 and 2022, respectively. 57 Table of Contents Asset quality Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type.
Included in the municipal and non-profit segment are tax exempt loans totaling $920,425 and $868,842 with an FTE weighted average rate of 4.68% and 4.31% at December 31, 2024 and 2023, respectively. Asset quality Asset quality is fundamental to our success and remains a strong point, driven by our disciplined adherence to our self-imposed concentration limits across industry sector and real estate property type.
We also regularly conduct Board-approved contingency funding plan stress tests to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management.
The Company also regularly conducts stress tests to its Board-approved contingency funding plan to assess potential liquidity outflows or funding concerns resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management.
The 2023 and 2022 effective tax rates were 19.1% and 17.3%, respectively. Strong capital position Capital ratios continue to be strong and in excess of federal bank regulatory agency “well capitalized” thresholds.
The 2024 and 2023 effective tax rates were 18.2% and 19.1%, respectively. Strong capital position Capital ratios continue to be strong and in excess of federal bank regulatory agency “well capitalized” thresholds.
Total non-performing assets to total loans and OREO totaled 0.42% at December 31, 2023, compared to 0.28% at December 31, 2022. Loans 30-89 days past due and still accruing interest were 0.16% and 0.04% of total loans at December 31, 2023 and December 31, 2022, respectively.
Total non-performing assets to total loans and OREO totaled 0.47% and 0.42% at December 31, 2024 and 2023, respectively. Loans 30-89 days past due and still accruing interest were 0.30% and 0.16% of total loans at December 31, 2024 and December 31, 2023, respectively.
Any changes to the underlying assumptions, circumstances or estimates, including but not limited to changes in the underlying macro-economic forecast, used in determining the ACL, could negatively or positively affect the Company's results of operations, liquidity or financial condition. 60 Table of Contents The following schedule presents, by class stratification, the changes in the ACL during the years listed: As of and for the years ended December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2019 Total loans % NCOs (1) Total loans % NCOs (1) Total loans % NCOs (1) Total loans % NCOs (1) Total loans % NCOs (1) Beginning balance $ 89,553 $ 49,694 $ 59,777 $ 39,064 $ 35,692 Cumulative effect adjustment (2) 5,836 Day 1 CECL provision expense 21,228 PCD allowance for credit loss at acquisition 6,238 Charge-offs: Commercial (277) 0.00% (1,340) 0.02% (1,171) 0.02% (2,023) 0.04% (7,422) 0.17% Commercial real estate non-owner occupied 0.00% 0.00% 0.00% (412) 0.01% (116) 0.00% Residential real estate (48) 0.00% (2) 0.00% (24) 0.00% (67) 0.00% (124) 0.00% Consumer (1,250) 0.02% (845) 0.01% (621) 0.01% (726) 0.01% (937) 0.02% Total charge-offs (1,575) (2,187) (1,816) (3,228) (8,599) Recoveries 444 385 552 571 328 Net charge-offs (1,131) 0.02% (1,802) 0.03% (1,264) 0.03% (2,657) 0.06% (8,271) 0.19% Provision expense for credit losses 9,525 14,195 (8,819) 17,534 11,643 Ending allowance for credit losses $ 97,947 $ 89,553 $ 49,694 $ 59,777 $ 39,064 Ratio of ACL to total loans outstanding at period end 1.27% 1.24% 1.10% 1.37% 0.88% Ratio of ACL to total non-performing loans at period end 346.99% 542.35% 458.77% 293.21% 179.62% Total loans $ 7,698,758 $ 7,220,469 $ 4,513,383 $ 4,353,726 $ 4,415,406 Average total loans outstanding during the period 7,409,724 5,349,916 4,358,707 4,578,894 4,288,226 Non-performing loans 28,228 16,512 10,832 20,387 21,748 (1) Ratio of net charge-offs to average total loans.
Any changes to the underlying assumptions, circumstances or estimates, including but not limited to changes in the underlying macro-economic forecast, used in determining the ACL, could negatively or positively affect the Company's results of operations, liquidity or financial condition. 60 Table of Contents The following schedule presents, by class stratification, the changes in the ACL during the years listed: As of and for the years ended December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 Total ACL % NCOs (1) Total ACL % NCOs (1) Total ACL % NCOs (1) Total ACL % NCOs (1) Total ACL % NCOs (1) Beginning allowance for credit losses $ 97,947 $ 89,553 $ 49,694 $ 59,777 $ 39,064 Cumulative effect adjustment (2) 5,836 Day 1 CECL provision expense (3) 21,228 PCD allowance for credit loss at acquisition 6,238 Charge-offs: Commercial (5,082) 0.06% (277) 0.00% (1,340) 0.02% (1,171) 0.02% (2,023) 0.04% Commercial real estate non owner-occupied (4,715) 0.06% 0.00% 0.00% 0.00% (412) 0.01% Residential real estate 0.00% (48) 0.00% (2) 0.00% (24) 0.00% (67) 0.00% Consumer (981) 0.01% (1,250) 0.02% (845) 0.01% (621) 0.01% (726) 0.01% Total charge-offs (10,778) (1,575) (2,187) (1,816) (3,228) Recoveries 956 444 385 552 571 Net charge-offs (9,822) 0.13% (1,131) 0.02% (1,802) 0.03% (1,264) 0.03% (2,657) 0.06% Provision expense for credit losses 6,330 9,525 14,195 (8,819) 17,534 Ending allowance for credit losses $ 94,455 $ 97,947 $ 89,553 $ 49,694 $ 59,777 Ratio of ACL to total loans outstanding at period end 1.22% 1.27% 1.24% 1.10% 1.37% Ratio of ACL to total non-performing loans at period end 262.42% 346.99% 542.35% 458.77% 293.21% Total loans $ 7,751,143 $ 7,698,758 $ 7,220,469 $ 4,513,383 $ 4,353,726 Average total loans outstanding during the period 7,676,026 7,409,724 5,349,916 4,358,707 4,578,894 Non-performing loans 35,994 28,228 16,512 10,832 20,387 (1) Ratio of net charge-offs to average total loans.
The remaining authorization under the program as of December 31, 2023 was $50.0 million. On January 18, 2024, our Board of Directors declared a quarterly dividend of $0.27 per common share, payable on March 15, 2024 to shareholders of record at the close of business on February 23, 2024. Asset/Liability Management and Interest Rate Risk The Board of Directors meets as often as necessary, but no less than quarterly, to review financial statements, public filings, significant accounting policy changes and any risk management issues.
The remaining authorization under the program as of December 31, 2024 was $50.0 million. On January 22, 2025, our Board of Directors declared a quarterly dividend of $0.29 per common share, payable on March 14, 2025 to shareholders of record at the close of business on February 28, 2025. Asset/Liability Management and Interest Rate Risk The Board of Directors meets as often as necessary, but no less than quarterly, to review financial statements, public filings, significant accounting policy changes, liquidity, interest rate risk and asset and liability management.
At December 31, 2022, the available-for-sale investment portfolio included $113.5 million of unrealized losses. We believe any unrealized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were impaired. Management believes that default of the available-for-sale securities is highly unlikely.
At December 31, 2023, the available-for-sale investment portfolio included $99.0 million of unrealized losses and $57 thousand of unrealized gains. We believe any unrealized losses are a result of prevailing interest rates, and as such, we do not believe that any of the securities with unrealized losses were impaired. Management believes that default of the available-for-sale securities is highly unlikely.
As of December 31, 2023 and 2022, we had loan commitments totaling $1.6 billion and $2.0 billion, respectively, and standby letters of credit that totaled $13.0 million and $13.9 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. Item 7A.
As of December 31, 2024 and 2023, we had loan commitments totaling $1.4 billion and $1.6 billion, respectively, and standby letters of credit totaling $10.8 million and $13.0 million, respectively. Unused commitments do not necessarily represent future credit exposure or cash requirements, as commitments often expire without being drawn upon. Item 7A.
The balance on the notes at December 31, 2023, net of a fair value adjustment related to the acquisition totaling $0.5 million, totaled $14.5 million.
The balance on the notes at December 31, 2024, net of a fair value adjustment related to the acquisition totaling $0.3 million, totaled $14.7 million.
The determination of the ACL, and the resultant provision for credit losses, is subjective and involves significant estimates and assumptions. 67 Table of Contents The Company recorded a provision expense for credit losses of $8.3 million for the year ended December 31, 2023, driven by loan growth and higher specific reserve requirements.
The determination of the ACL, and the resultant provision for credit losses, is subjective and involves significant estimates and assumptions. The Company recorded a provision expense for credit losses of $6.8 million for the year ended December 31, 2024, driven by loan growth and higher reserve requirements.
The remainder of the portfolio was comprised of fixed rate amortizing securities with 10 to 30 year contractual maturities, with a weighted average coupon of 1.73% per annum and 1.75% per annum at December 31, 2023 and 2022, respectively. The available-for-sale investment portfolio included $99.0 million of unrealized losses and $57 thousand of unrealized gains at December 31, 2023.
The remainder of the portfolio was comprised of fixed rate amortizing securities with 10 to 30 year contractual maturities, with a weighted average coupon of 2.31% per annum and 1.73% per annum at December 31, 2024 and 2023, respectively. The available-for-sale investment portfolio included $90.9 million of unrealized losses and $0.5 million of unrealized gains at December 31, 2024.
We anticipate that the sources of liquidity discussed above will provide adequate funding and liquidity for at least a 12-month period, and we may utilize any combination of these funding sources for long-term liquidity needs if deemed prudent. Our primary uses of funds are loan fundings, investment security purchases, withdrawals of deposits, capital expenditures, operating expenses, and share repurchases. At present, financing activities primarily consist of changes in deposits and repurchase agreements, and advances from the FHLB, in addition to the payment of dividends and the repurchase of our common stock.
The Company executes periodic test trades to assess the level of access and operational processes associated with its secured and unsecured funding sources. We anticipate that the sources of funds discussed above will provide adequate funding and liquidity for at least a 12-month period and the foreseeable future, and we may utilize any combination of these funding sources for long-term liquidity needs if deemed prudent. Our primary uses of funds are loan fundings, investment security purchases, withdrawals of deposits, capital expenditures, operating expenses, and share repurchases. At present, financing activities primarily consist of changes in deposits and repurchase agreements, and advances from the FHLB, in addition to the payment of dividends and the repurchase of our common stock.
All amounts are presented in thousands, except share and per share data, or as otherwise noted. Consolidated Statements of Financial Condition Data: December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Cash and cash equivalents $ 190,826 $ 195,505 $ 845,695 $ 605,565 $ 110,190 Investment securities available-for-sale (at fair value) 628,829 706,289 691,847 661,955 638,249 Investment securities held-to-maturity 585,052 651,527 609,012 376,615 182,884 Non-marketable securities 90,477 89,049 50,740 17,260 29,751 Loans (1) 7,698,758 7,220,469 4,513,383 4,353,726 4,415,406 Allowance for credit losses (97,947) (89,553) (49,694) (59,777) (39,064) Loans, net 7,600,811 7,130,916 4,463,689 4,293,949 4,376,342 Loans held for sale 18,854 22,767 139,142 247,813 117,444 Other real estate owned 4,088 3,731 7,005 4,730 7,300 Premises and equipment, net 162,733 136,111 96,747 106,982 112,151 Goodwill and other intangible assets, net 372,068 339,019 127,349 132,955 126,388 Other assets 297,326 298,329 182,785 212,126 194,813 Total assets $ 9,951,064 $ 9,573,243 $ 7,214,011 $ 6,659,950 $ 5,895,512 Deposits $ 8,190,391 $ 7,872,626 $ 6,228,173 $ 5,676,232 $ 4,737,132 Long-term debt, net 54,200 53,890 39,478 Other liabilities 493,666 554,525 106,254 163,027 391,460 Total liabilities 8,738,257 8,481,041 6,373,905 5,839,259 5,128,592 Total shareholders’ equity 1,212,807 1,092,202 840,106 820,691 766,920 Total liabilities and shareholders’ equity $ 9,951,064 $ 9,573,243 $ 7,214,011 $ 6,659,950 $ 5,895,512 (1) Total loans are net of unearned discounts and deferred fees and costs. 44 Table of Contents Consolidated Statements of Operations Data: As of and for the years ended December 31, December 31, December 31, December 31, December 31, 2023 2022 2021 2020 2019 Interest income $ 495,415 $ 284,688 $ 200,965 $ 218,002 $ 242,601 Interest expense 133,464 17,853 13,821 25,056 36,771 Net interest income 361,951 266,835 187,144 192,946 205,830 Provision expense (release) for credit losses 8,295 36,729 (9,293) 17,630 11,643 Net interest income after provision for credit losses 353,656 230,106 196,437 175,316 194,187 Non-interest income 63,917 67,312 110,364 140,258 82,752 Non-interest expense 241,971 211,234 191,830 206,177 180,745 Income before income taxes 175,602 86,184 114,971 109,397 96,194 Income tax expense 33,554 14,910 21,365 20,806 15,829 Net income $ 142,048 $ 71,274 $ 93,606 $ 88,591 $ 80,365 Share Information: Earnings per share, basic $ 3.74 $ 2.20 $ 3.04 $ 2.87 $ 2.57 Earnings per share, diluted 3.72 2.18 3.01 2.85 2.55 Dividends paid 1.04 0.94 0.87 0.80 0.75 Book value per share 32.10 29.04 28.04 26.79 24.60 Tangible common book value per share (1) 22.77 20.63 24.33 23.09 20.89 Total shareholders' equity to total assets 12.19% 11.41% 11.65% 12.32% 13.01% Tangible common equity to tangible assets (1) 8.96% 8.38% 10.26% 10.80% 11.27% Weighted average common shares outstanding, basic 37,937,579 32,360,005 30,727,566 30,857,086 31,175,825 Weighted average common shares outstanding, diluted 38,111,208 32,680,932 31,068,159 31,075,857 31,530,817 Common shares outstanding 37,784,851 37,608,519 29,958,764 30,634,291 31,176,627 (1) Tangible book value per share and tangible common equity to tangible assets are non-GAAP financial measures.
All amounts are presented in thousands, except share and per share data, or as otherwise noted. Consolidated Statements of Financial Condition Data: December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Cash and cash equivalents $ 127,848 $ 190,826 $ 195,505 $ 845,695 $ 605,565 Investment securities available-for-sale (at fair value) 527,547 628,829 706,289 691,847 661,955 Investment securities held-to-maturity 533,108 585,052 651,527 609,012 376,615 Non-marketable securities 76,462 90,477 89,049 50,740 17,260 Loans (1) 7,751,143 7,698,758 7,220,469 4,513,383 4,353,726 Allowance for credit losses (94,455) (97,947) (89,553) (49,694) (59,777) Loans, net 7,656,688 7,600,811 7,130,916 4,463,689 4,293,949 Loans held for sale 24,495 18,854 22,767 139,142 247,813 Other real estate owned 662 4,088 3,731 7,005 4,730 Premises and equipment, net 196,773 162,733 136,111 96,747 106,982 Goodwill and other intangible assets, net 364,475 372,068 339,019 127,349 132,955 Other assets 299,635 297,326 298,329 182,785 212,126 Total assets $ 9,807,693 $ 9,951,064 $ 9,573,243 $ 7,214,011 $ 6,659,950 Deposits $ 8,237,893 $ 8,190,391 $ 7,872,626 $ 6,228,173 $ 5,676,232 Long-term debt, net 54,511 54,200 53,890 39,478 Other liabilities 210,214 493,666 554,525 106,254 163,027 Total liabilities 8,502,618 8,738,257 8,481,041 6,373,905 5,839,259 Total shareholders' equity 1,305,075 1,212,807 1,092,202 840,106 820,691 Total liabilities and shareholders' equity $ 9,807,693 $ 9,951,064 $ 9,573,243 $ 7,214,011 $ 6,659,950 43 Table of Contents (1) Total loans are net of unearned discounts and deferred fees and costs. Consolidated Statements of Operations Data: December 31, December 31, December 31, December 31, December 31, 2024 2023 2022 2021 2020 Interest income $ 538,268 $ 495,415 $ 284,688 $ 200,965 $ 218,002 Interest expense 192,880 133,464 17,853 13,821 25,056 Net interest income 345,388 361,951 266,835 187,144 192,946 Provision expense (release) for credit losses 6,755 8,295 36,729 (9,293) 17,630 Net interest income after provision for credit losses 338,633 353,656 230,106 196,437 175,316 Non-interest income 61,231 63,917 67,312 110,364 140,258 Non-interest expense 254,617 241,971 211,234 191,830 206,177 Income before income taxes 145,247 175,602 86,184 114,971 109,397 Income tax expense 26,432 33,554 14,910 21,365 20,806 Net income $ 118,815 $ 142,048 $ 71,274 $ 93,606 $ 88,591 Share Information: Earnings per share, basic $ 3.10 $ 3.74 $ 2.20 $ 3.04 $ 2.87 Earnings per share, diluted 3.08 3.72 2.18 3.01 2.85 Dividends paid 1.12 1.04 0.94 0.87 0.80 Book value per share 34.29 32.10 29.04 28.04 26.79 Tangible common book value per share (1) 25.28 22.77 20.63 24.33 23.09 Total shareholders' equity to total assets 13.31% 12.19% 11.41% 11.65% 12.32% Tangible common equity to tangible assets (1) 10.16% 8.96% 8.38% 10.26% 10.80% Weighted average common shares outstanding, basic 38,212,304 37,937,579 32,360,005 30,727,566 30,857,086 Weighted average common shares outstanding, diluted 38,419,125 38,111,208 32,680,932 31,068,159 31,075,857 Common shares outstanding 38,054,482 37,784,851 37,608,519 29,958,764 30,634,291 (1) Tangible book value per share and tangible common equity to tangible assets are non-GAAP financial measures.
As of December 31, 2023, we had $9.9 billion in assets, $7.7 billion in loans, $8.2 billion in deposits, $1.2 billion in equity and $0.9 billion in assets under management in our trust and wealth management business. Operating Highlights Profitability and returns Net income increased 99.3% to a record $142.0 million, or $3.72 per diluted share, for the year ended December 31, 2023, compared to net income of $71.3 million, or $2.18 per diluted share, for the year ended December 31, 2022.
As of December 31, 2024, we had $9.8 billion in assets, $7.8 billion in loans, $8.2 billion in deposits, $1.3 billion in equity and $994.3 million in assets under management in our trust and wealth management business. Operating Highlights Profitability and returns Net income totaled $118.8 million, or $3.08 per diluted share, for the year ended December 31, 2024, compared to net income of $142.0 million, or $3.72 per diluted share, for the year ended December 31, 2023.
Loans pledged were $2.6 billion at December 31, 2023 and $2.0 billion at December 31, 2022.
Loans pledged were $2.6 billion at December 31, 2024 and $2.6 billion at December 31, 2023.
Our food and agribusiness portfolio is only 4.2% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 1.2% of total loans.
Our food and agribusiness portfolio is 3.9% of total loans and is well-diversified across food production, crop and livestock types. Crop and livestock loans represent 1.1% of total loans.
The Company had $944.3 million and $268.8 million of deposits in the program as of December 31, 2023 and 2022, respectively. Long-term debt The Company holds a subordinated note purchase agreement to issue and sell a fixed-to-floating rate note totaling $40.0 million.
The Company had $1.0 billion and $0.9 billion of deposits in the program as of December 31, 2024 and 2023, respectively. Long-term debt The Company holds a subordinated note purchase agreement to issue and sell a fixed-to-floating rate note totaling $40.0 million.
(2) Presented on a fully taxable equivalent basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $6,099, $5,512 and $5,161 for the years ended December 31, 2023, 2022 and 2021, respectively.
(2) Presented on an FTE basis using the statutory tax rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,094, $6,099 and $5,512 for the years ended December 31, 2024, 2023 and 2022, respectively.
(5) Presented on a fully taxable equivalent (“FTE”) basis using the statutory rate of 21% for all periods presented. The taxable equivalent adjustments included above are $6,099, $5,512, $5,161, $5,103 and $5,065 for the years ended December 31, 2023, 2022, 2021, 2020 and 2019, respectively.
(5) Presented on an FTE basis using the statutory rate of 21% for all periods presented. The taxable equivalent adjustments included above are $7,094, $6,099, $5,512, $5,161 and $5,103 for the years ended December 31, 2024, 2023, 2022, 2021 and 2020, respectively.
The cost of funds increased 132 basis points to 1.58% during the year ended December 31, 2023, compared to the year ended December 31, 2022. Average loans comprised $7.4 billion, or 82.5%, of total average interest earning assets during 2023, compared to $5.4 billion, or 73.4%, during 2022.
The cost of funds increased 69 basis points to 2.27% during the year ended December 31, 2024, compared to the year ended December 31, 2023. Average loans comprised $7.7 billion, or 84.1%, of total average interest earning assets during 2024, compared to $7.4 billion, or 82.5%, during 2023.
(3) Loan fees included in interest income totaled $13,905, $9,453 and $18,207 during 2023, 2022 and 2021, respectively. Net interest income totaled $362.0 million, $266.8 million and $187.1 million during the years ended December 31, 2023, 2022 and 2021, respectively.
(3) Loan fees included in interest income totaled $13,484, $13,905 and $9,453 during 2024, 2023 and 2022, respectively. Net interest income totaled $345.4 million, $362.0 million and $266.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.
Any expenses related to the resolution of problem assets are also included in non-interest expense. Overview of results of operations During the year ended December 31, 2023, net income increased $70.8 million, or 99.3%, to a record $142.0 million, or $3.72 per diluted share, compared to net income of $71.3 million, or $2.18 per diluted share in the prior year.
Any expenses related to the resolution of problem assets are also included in non-interest expense. Overview of results of operations During the year ended December 31, 2024, net income totaled $118.8 million, or $3.08 per diluted share, compared to net income of $142.0 million, or $3.72 per diluted share in the prior year.
For further discussion of the Company’s derivative contracts refer to note 21. The strategy with respect to liabilities has been to continue to emphasize transaction deposit growth, particularly non-interest or low interest bearing non-maturing deposit accounts while building long-term client relationships. Non-maturing deposit accounts totaled 88.0% of total deposits at December 31, 2023, compared to 88.9% at December 31, 2022.
For further discussion of the Company’s derivative contracts refer to note 20. The strategy with respect to liabilities has been to continue to emphasize transaction deposit growth, particularly non-interest or low interest bearing non-maturing deposit accounts while building long-term client relationships.
(2) Related to the adoption of Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments . The following tables present the allocation of the ACL and the percentage of the total amount of loans in each loan category listed as of the dates presented: December 31, 2023 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 4,499,035 58.4% $ 45,304 46.3% Commercial real estate non-owner occupied 1,856,750 24.1% 32,665 33.3% Residential real estate 1,323,787 17.2% 19,550 20.0% Consumer 19,186 0.3% 428 0.4% Total $ 7,698,758 100.0% $ 97,947 100.0% December 31, 2022 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 4,251,780 58.9% $ 37,608 42.0% Commercial real estate non-owner occupied 1,696,050 23.5% 32,050 35.8% Residential real estate 1,251,281 17.3% 19,306 21.5% Consumer 21,358 0.3% 589 0.7% Total $ 7,220,469 100.0% $ 89,553 100.0% 61 Table of Contents December 31, 2021 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 3,162,417 70.1% $ 31,256 62.9% Commercial real estate non-owner occupied 664,729 14.7% 10,033 20.2% Residential real estate 668,656 14.8% 8,056 16.2% Consumer 17,581 0.4% 349 0.7% Total $ 4,513,383 100.0% $ 49,694 100.0% December 31, 2020 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 3,044,065 70.0% $ 30,376 50.8% Commercial real estate non-owner occupied 631,996 14.5% 17,448 29.2% Residential real estate 658,659 15.1% 11,492 19.2% Consumer 19,006 0.4% 461 0.8% Total $ 4,353,726 100.0% $ 59,777 100.0% December 31, 2019 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 2,992,307 67.8% $ 30,442 77.9% Commercial real estate non-owner occupied 630,906 14.3% 4,850 12.4% Residential real estate 770,417 17.4% 3,468 8.9% Consumer 21,776 0.5% 304 0.8% Total $ 4,415,406 100.0% $ 39,064 100.0% Deposits Deposits from banking clients serve as a primary funding source for our banking operations and our ability to gather and manage deposit levels is critical to our success.
(3) Related to the Day 1 allowance reserve recorded as part of the RCB and BOJH acquisitions. The following tables present the allocation of the ACL and the percentage of the total amount of loans in each loan category listed as of the dates presented: December 31, 2024 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 4,670,430 60.2% $ 48,552 51.4% Commercial real estate non-owner occupied 1,812,338 23.4% 26,136 27.7% Residential real estate 1,253,838 16.2% 19,426 20.5% Consumer 14,537 0.2% 341 0.4% Total $ 7,751,143 100.0% $ 94,455 100.0% December 31, 2023 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 4,499,035 58.4% $ 45,304 46.3% Commercial real estate non-owner occupied 1,856,750 24.1% 32,665 33.3% Residential real estate 1,323,787 17.2% 19,550 20.0% Consumer 19,186 0.3% 428 0.4% Total $ 7,698,758 100.0% $ 97,947 100.0% 61 Table of Contents December 31, 2022 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 4,251,780 58.9% $ 37,608 42.0% Commercial real estate non-owner occupied 1,696,050 23.5% 32,050 35.8% Residential real estate 1,251,281 17.3% 19,306 21.5% Consumer 21,358 0.3% 589 0.7% Total $ 7,220,469 100.0% $ 89,553 100.0% December 31, 2021 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 3,162,417 70.1% $ 31,256 62.9% Commercial real estate non-owner occupied 664,729 14.7% 10,033 20.2% Residential real estate 668,656 14.8% 8,056 16.2% Consumer 17,581 0.4% 349 0.7% Total $ 4,513,383 100.0% $ 49,694 100.0% December 31, 2020 ACL as a % Total loans % of total loans Related ACL of total ACL Commercial $ 3,044,065 70.0% $ 30,376 50.8% Commercial real estate non-owner occupied 631,996 14.5% 17,448 29.2% Residential real estate 658,659 15.1% 11,492 19.2% Consumer 19,006 0.4% 461 0.8% Total $ 4,353,726 100.0% $ 59,777 100.0% Deposits Deposits from banking clients serve as a primary funding source for our banking operations and our ability to gather and manage deposit levels is critical to our success.
Loan fundings totaled $1.5 billion over the past 12 months, led by commercial loan fundings of $0.9 billion. Fundings are defined as closed end funded loans and revolving lines of credit 55 Table of Contents advances net of any current period paydowns.
Loan fundings totaled $1.5 billion during 2024, led by commercial loan fundings of $1.0 billion. Fundings are defined as closed end funded loans and revolving lines of credit advances net of any current period paydowns.
We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. Income tax expense totaled $33.6 million during 2023, compared to $14.9 million during 2022.
We believe that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. Income tax expense totaled $26.4 million during 2024, compared to $33.6 million during 2023. The decrease in income tax expense was driven by lower pre-tax income.
The duration of the total held-to-maturity investment portfolio was 4.6 years and 4.8 years as of December 31, 2023 and December 31, 2022, respectively. 53 Table of Contents Non-marketable securities The carrying balance of non-marketable securities are summarized as follows as of the dates indicated: December 31, 2023 December 31, 2022 Federal Reserve Bank stock $ 24,062 $ 18,096 Federal Home Loan Bank stock 16,828 20,294 Convertible preferred stock 25,000 29,000 Equity method investments 24,587 21,659 Total $ 90,477 $ 89,049 Non-marketable securities included FRB stock, FHLB stock and other non-marketable securities.
The duration of the total held-to-maturity investment portfolio was 4.4 years and 4.6 years as of December 31, 2024 and December 31, 2023, respectively. Non-marketable securities The carrying balance of non-marketable securities are summarized as follows as of the dates indicated: December 31, 2024 December 31, 2023 Federal Reserve Bank stock $ 24,062 $ 24,062 Federal Home Loan Bank stock 3,922 16,828 Convertible preferred stock 20,508 25,000 Equity method investments 27,970 24,587 Total $ 76,462 $ 90,477 Non-marketable securities included FRB stock, FHLB stock, convertible preferred stock and equity method investments.
We regularly review: (i) our loan mix and the yield on loans; (ii) the investment portfolio and the related yields; (iii) our deposit mix and the cost of deposits; and (iv) net interest income simulations for various forecast periods. The effects of trade-date accounting of investment securities for which the cash had not settled are not considered interest earning assets and are excluded from this presentation for time frames prior to their cash settlement, as are the market value adjustments on the investment securities available-for-sale and loans. 64 Table of Contents The table below presents the components of net interest income on a FTE basis for the years ended December 31, 2023, 2022 and 2021. For the year ended For the year ended For the year ended December 31, 2023 December 31, 2022 December 31, 2021 Average balance Interest Average rate Average balance Interest Average rate Average balance Interest Average rate Interest earning assets: Originated loans FTE (1)(2)(3) $ 5,739,310 $ 361,032 6.29% $ 4,767,713 $ 218,561 4.58% $ 4,129,684 $ 164,527 3.98% Acquired loans 1,700,419 104,933 6.17% 594,222 40,060 6.74% 202,174 17,340 8.58% Loans held for sale 21,756 1,510 6.94% 58,788 2,563 4.36% 178,373 5,110 2.86% Investment securities available-for-sale 774,337 15,370 1.98% 839,872 15,091 1.80% 667,859 10,014 1.50% Investment securities held-to-maturity 620,595 10,960 1.77% 604,423 9,109 1.51% 576,343 7,311 1.27% Other securities 44,936 3,254 7.24% 17,598 1,034 5.88% 15,032 838 5.57% Interest earning deposits 121,758 4,455 3.66% 426,137 3,782 0.89% 751,835 986 0.13% Total interest earning assets FTE (2) $ 9,023,111 $ 501,514 5.56% $ 7,308,753 $ 290,200 3.97% $ 6,521,300 $ 206,126 3.16% Cash and due from banks 109,496 90,657 78,979 Other assets 725,797 490,206 472,775 Allowance for credit losses (91,956) (59,824) (52,943) Total assets $ 9,766,448 $ 7,829,792 $ 7,020,111 Interest bearing liabilities: Interest bearing demand, savings and money market deposits $ 4,337,231 $ 87,957 2.03% $ 3,235,834 $ 9,347 0.29% $ 2,772,091 $ 6,240 0.23% Time deposits 970,983 21,421 2.21% 826,293 5,249 0.64% 914,837 7,362 0.80% Securities sold under agreements to repurchase 19,346 22 0.11% 21,298 43 0.20% 20,338 23 0.11% Long-term debt, net 54,036 2,073 3.84% 43,048 1,519 3.53% 6,200 196 3.16% Federal Home Loan Bank advances 423,783 21,991 5.19% 40,870 1,695 4.15% 0.00% Total interest bearing liabilities $ 5,805,379 $ 133,464 2.30% $ 4,167,343 $ 17,853 0.43% $ 3,713,466 $ 13,821 0.37% Demand deposits 2,660,525 2,652,561 2,355,171 Other liabilities 144,767 105,507 104,935 Total liabilities 8,610,671 6,925,411 6,173,572 Shareholders' equity 1,155,777 904,381 846,539 Total liabilities and shareholders' equity $ 9,766,448 $ 7,829,792 $ 7,020,111 Net interest income FTE (2) $ 368,050 $ 272,347 $ 192,305 Interest rate spread FTE (2) 3.26% 3.54% 2.79% Net interest earning assets $ 3,217,732 $ 3,141,410 $ 2,807,834 Net interest margin FTE (2) 4.08% 3.73% 2.95% Average transaction deposits $ 6,997,756 $ 5,888,395 $ 5,127,262 Average total deposits 7,968,739 6,714,688 6,042,099 Ratio of average interest earning assets to average interest bearing liabilities 155.43% 175.38% 175.61% (1) Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
We regularly review: (i) our loan mix and the yield on loans; (ii) the investment portfolio and the related yields; (iii) our deposit mix and the cost of deposits; and (iv) net interest income simulations for various forecast periods. The effects of trade-date accounting of investment securities for which the cash had not settled are not considered interest earning assets and are excluded from this presentation for timeframes prior to their cash settlement, as are the market value adjustments on the investment securities available-for-sale and loans. 64 Table of Contents The table below presents the components of net interest income on an FTE basis for the years ended December 31, 2024, 2023 and 2022. For the year ended For the year ended For the year ended December 31, 2024 December 31, 2023 December 31, 2022 Average balance Interest Average rate Average balance Interest Average rate Average balance Interest Average rate Interest earning assets: Originated loans FTE (1)(2)(3) $ 6,186,075 $ 418,512 6.77% $ 5,739,310 $ 361,032 6.29% $ 4,767,713 $ 218,561 4.58% Acquired loans 1,516,032 92,666 6.11% 1,700,419 104,933 6.17% 594,222 40,060 6.74% Loans held for sale 16,801 1,182 7.04% 21,756 1,510 6.94% 58,788 2,563 4.36% Investment securities available-for-sale 770,023 17,532 2.28% 774,337 15,370 1.98% 839,872 15,091 1.80% Investment securities held-to-maturity 557,438 11,164 2.00% 620,595 10,960 1.77% 604,423 9,109 1.51% Other securities 28,893 1,832 6.34% 44,936 3,254 7.24% 17,598 1,034 5.88% Interest earning deposits 78,756 2,474 3.14% 121,758 4,455 3.66% 426,137 3,782 0.89% Total interest earning assets FTE (2) $ 9,154,018 $ 545,362 5.96% $ 9,023,111 $ 501,514 5.56% $ 7,308,753 $ 290,200 3.97% Cash and due from banks $ 92,705 $ 109,496 $ 90,657 Other assets 774,859 725,797 490,206 Allowance for credit losses (96,931) (91,956) (59,824) Total assets $ 9,924,651 $ 9,766,448 $ 7,829,792 Interest bearing liabilities: Interest bearing demand, savings and money market deposits $ 5,070,271 $ 151,683 2.99% $ 4,337,231 $ 87,957 2.03% $ 3,235,834 $ 9,347 0.29% Time deposits 1,019,978 34,509 3.38% 970,983 21,421 2.21% 826,293 5,249 0.64% Securities sold under agreements to repurchase 17,973 21 0.12% 19,346 22 0.11% 21,298 43 0.20% Long-term debt, net 54,346 2,073 3.81% 54,036 2,073 3.84% 43,048 1,519 3.53% Federal Home Loan Bank advances 84,013 4,594 5.47% 423,783 21,991 5.19% 40,870 1,695 4.15% Total interest bearing liabilities $ 6,246,581 $ 192,880 3.09% $ 5,805,379 $ 133,464 2.30% $ 4,167,343 $ 17,853 0.43% Demand deposits 2,252,887 2,660,525 2,652,561 Other liabilities 162,797 144,767 105,507 Total liabilities 8,662,265 8,610,671 6,925,411 Shareholders' equity 1,262,386 1,155,777 904,381 Total liabilities and shareholders' equity $ 9,924,651 $ 9,766,448 $ 7,829,792 Net interest income FTE (2) $ 352,482 $ 368,050 $ 272,347 Interest rate spread FTE (2) 2.87% 3.26% 3.54% Net interest earning assets $ 2,907,437 $ 3,217,732 $ 3,141,410 Net interest margin FTE (2) 3.85% 4.08% 3.73% Average transaction deposits $ 7,323,158 $ 6,997,756 $ 5,888,395 Average total deposits 8,343,136 7,968,739 6,714,688 Ratio of average interest earning assets to average interest bearing liabilities 146.54% 155.43% 175.38% (1) Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
As of December 31, 2023, our marginal tax rate (the rate we pay on each incremental dollar of earnings) was approximately 23%.
The effective tax rate for 2024 was 18.2%, compared to 19.1% for 2023. As of December 31, 2024, our marginal tax rate (the rate we pay on each incremental dollar of earnings) was approximately 23%.
Maturing time deposits represent a potential use of funds. As of December 31, 2023, $689.0 million of time deposits were scheduled to mature within 12 months.
Maturing time deposits represent a potential use of funds. As of December 31, 2024, $822.6 million of time deposits were scheduled to mature within 12 69 Table of Contents months.
The Company maintains very little exposure to non-owner occupied CRE retail properties and office properties, comprising 2.0% and 1.3% of total loans, respectively. Multi-family loans totaled $312.9 million, or 4.1% of total loans as of December 31, 2023. The agriculture industry continues to be impacted by elevated and volatile commodity prices and intermittent disruptions in supply chains.
The Company maintains very little exposure to non-owner occupied CRE retail properties and office properties, comprising 2.0% and 1.3% of total loans, respectively. Multi-family loans totaled $321.8 million, or 4.2% of total loans as of December 31, 2024. The agriculture industry continues to be impacted by volatile commodity prices and generally by higher input costs, combining to stress margins.
The anticipated repayments and marketability of these securities offer substantial resources and flexibility to meet new loan demand, reinvest in the investment securities portfolio, or provide optionality for reductions in our deposit funding base. 70 Table of Contents We enter into contractual obligations that require a future cash settlement.
The anticipated repayments and marketability of these securities offer substantial resources and flexibility to meet new loan demand, reinvest in the investment securities portfolio, or provide optionality for reductions in our deposit funding base.

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