Tim Laney - Chairman, President and CEO Brian Lilly - Chief Financial Officer Rick Newfield - Chief Risk Management Officer

Thomas Hanley - FBR Capital Markets Chris McGratty - KBW Gary Tenner - D.A. Davidson Tim O'Brien - Sandler O'Neill & Partners

Thanks, Chris. Good morning and thank you for joining National Bank Holdings third quarter earnings call.

I have with me our Chief Financial Officer, Brian Lilly; and Rick Newfield, our Chief Risk Management Officer. During the call, we’ll cover our performance in the third quarter and update you on our capital management actions.

Turning to the quarter, we continue to make progress organically growing high quality loans and low cost client deposits. Our strategic loan portfolio grew $208 million during the quarter, or almost 38% annualized.

Loan originations totaled $254 million, which is a 24.8% increase over the same quarter last year. Our transaction deposits grew 7.7% annualized, while during the same, our cost of deposits lowered an additional 2 basis points.

We made nice progress on core operating fee income, but it remains an opportunity for stronger growth. Finally, we continue to focus on shipping way at expenses with a $1.7 million decrease in operating expenses from the prior quarter.

And on that note, I’ll turn the call over to Rick Newfield to provide a detailed review of our Bank safety and soundness. Rick?

Thank you, Tim and good morning. First I’ll provide a summary of loan origination activity for the third quarter; second, I’ll discuss our credit quality as well as provide an update regarding our limited exposure to oil and gas loans; third, I’ll discuss our success this past quarter in reducing non-strategic loans and the continuing positive economic benefits generated to those efforts.

Originally, our loan portfolio totaled $2.1 billion at September 30, 2015, an increase of $428 million over December 31, 2014, or a 35% annualized growth rate on a year-to-date basis. We’ve delivered these results while remaining disciplined in our underwriting and credit structuring.

During the quarter, we continue to drive growth with a granular mix of consumer and commercial loan types. Combined commercial, industrial, agriculture and owner-occupied commercial real-estate make up 60% of our originated portfolio.

Residential mortgage loans make up 25.5% non-owner occupied commercial real estate at 13% and other consumer loans 1.5%. As Tim said for the quarter, we originated $254 million in new loans, maintaining an origination space consistent with our goal of a billion dollars plus per year.

Commercial originations of $211 million continue to be granular, averaging approximately $1.3 million in funding for relationship. Consumer originations were $43 million, principally driven by residential that averaged $120 million per loan with an average LTV of 50% and an average FICO of 764.

These metrics are consistent with our results over the last three years. Turning to credit quality.

I am pleased with the overall performance of our non-310-30 loans, which totaled $2.3 billion at September 30. Net charge-offs in this portfolio were just $124,000 for the quarter, or two basis points on annualized basis.

Year-to-date net charge-offs totaled just $794,000 or just 5 basis points on an annualized basis. Total pass due loans 30 days and greater, were nominal at only 8 basis points and 90 day past dues remain immaterial.

Non-performing loans comprised of non-accrual and restructure loans on non-accrual, did increase during the quarter as three loans were moved to non-accrual, partially offset by one commercial loan that was moved back to accrual during the quarter. And it should be noted that that re-accrued loan suffered no loss of principle or interest.

One of the loans that moved to non-accrual is within the energy services sector one is agriculture and the other general industrial. Our philosophy remains to identify potential credit issues early and then move quickly to protect the Bank.

We did take specific reserves on two of these loan relationships. However, these credits have asset based structures and are subject to continuous and rigorous monitoring.

It is important to note that outside of the energy services subsector, non-accrual loans were up 70 basis points as of September 30. One year into a bear market and oil and gas, our overall energy portfolio has held up satisfactorily.

Our production and mid stream clients which make up 79% of our current energy portfolio are performing well with no non-accruals. Within the services subsector, which totaled $31.5 million of funded loans, at September 30, down from $44 million at year-end 2014, we do have two non-accrual loans totaling $12.1 million.

We continue to work aggressively with his clients to manage through the current market conditions, obtaining capital infusions and maintaining strict asset-based lending controls. As a whole, energy sector loans were just $147 million as of September 30, 2015, a decrease of 16% from December 31, 2014 and represent only 5.8% of total loans and 3.4% of earning assets.

As a reminder, we approach the energy sector recognizing the price volatility is part of the industry. Both our energy banking team with experienced energy bankers and experienced energy credit underwriters including a petroleum geologists.

Outside of the energy services sub sector, our non-accruals and overall credit quality remain very strong. Our resolution of acquired problem assets continues to be a great story.

During the quarter, reductions in non-strategic loans were $13.1 million or 33.1% annualized rate. We ended the quarter with just $143 million non-strategic loans.

OREO balances were reduced to $19 million. You may recall that just over year ago, non-strategic loans were $321 million and OREO balances $66 million.

Furthermore, our pipeline for both problem loan dispositions and OREO sales remains strong for the coming quarters. It’s important to note that non-strategic balances are now only 5.6% of total loans.

Our 310-30 loan pools are composed entirely of loans acquired through our three failed bank purchases. Our quarterly re-measurement of the expected cash flows from these loans resulted in $800,000 million in accretable yield pickup.

The cumulative life-to-date accretable yield pickup is now $225 million against impairments of only $24 million, resulting in net economic gain of $201 million. this demonstrates the effectiveness of our problem loan workout efforts.

To summarize, we have maintained solid organic loan growth while adhering to our disciplined underwriting standards. We’re committed to building and maintaining a loan portfolio with outstanding credit quality and we will not compromise our standards for short-term loan growth.

I’ll now turn the call over to Brian Lilly, Chief Financial Officer.

Thank you, Rick and good morning everyone. As Tim and Rick have shared, we are pleased with the third quarter results as we continue to add to our organic growth, manage non-strategic assets for increasing returns and managed expenses lower.

We are generally consistent with our financial guidance and are delivering the results that we believe leads to our profitability targets. In my comments that follow, I will touch on the highlights of the quarter and provide an update on our guidance.

Generally speaking, we are staying consistent with our prior guidance. Before going too far, I should point out that inherent within our 2015 guidance; our economic assumptions consistent with the current outlook of leading economists.

Although we have not included an interest rate increase for the remainder of 2015, given our asset-sensitive position, we would benefit from an increase in interest rates, but we felt that the interest rate increase is more uncertain. Our reported earnings per share was $0.05 and after the usual adjustments, primarily the $0.11 non-cash charge for the FDIC indemnification asset amortization, the adjusted earnings per share was $0.17.

On a year-to-date basis the adjusted earnings per share was $0.50 representing an increase from $0.47 last year. The adjusted year-to-date return on tangible assets was 56 basis points.

We are very pleased with the progress that we have made growing the loan portfolio. Our originations of 254 million and the addition of Pine River more than offset the decreases in non-strategic loans resulting in total loan growth of 195 million, excluding the Pine River loan outstandings total loans at an annualized rate of 22.4%.

To answer a question that we are usually asked, the weighted new loan yield for the quarter was 3.7% with 70% variable and was generally consistent toward the last several quarters. Given the strength of our pipelines, and what we can predict in the non-strategic loan pay downs, we are expecting to end the year in the upper half of our prior full year loan growth guidance of 15% to 25%.

And we are just 270 million away from our annual reforming goal of 1 billion. In terms of deposits, we continue to experience nice growth and transaction deposits and the key relationship ctagory of second account balances.

The higher price time deposits also continue to reprise resulting in a net decrease in this category. Pine River added approximately 88 million to the quarterly average of total deposit balances.

We also received a $60 million paydown in a client repurchase balances from a client that was parking funds. You might recall that we mentioned in the first quarter the receipt of a $180 million client repurchase agreement and then we expected those funds to decrease over relatively short period of time.

All-to-all the deposit growth is remaining consistent with our prior guidance. We typically experienced small seasonal decreases in the fourth quarter, but we expect to be consistent with our prior guidance of tot mid-single-digit growth for transaction deposits and flat total deposit growth.

Net interest income totaled 38.7 million and the fully taxable equivalent net interest margin was 3.54%. Both of these were virtually flat to the prior quarter and we are in the middle of our quarterly guidance of 38 million to 40 million for the net interest income and 3.50 to 3.60 for the margin.

For both of these metrics we achieved stability in the quarterly comparison as the strong loan growth offset the decrease in interest income from the lower balances of the high yielding purchase loans and the runoff of the investment portfolio. In terms of guidance, we are reiterating our prior guidance for the fourth quarter with the usual qualifier that the pace of non-strategic loan payoffs can have an outsized influence on the results.

Rick addressed the credit quality and I would only add that we expect the credit quality to remain strong in 2015 with net charge offs remaining low. It is worth noting that even if took a charge off on a few credit security specific reserves, we would expect that the full year net charge offs would still remain within our prior guidance of 10 to 15 basis points.

Turning to non-interest income, the quarter totaled 3.8 million and included a negative FDIC related a 5.8 million and a nice $1 million bargain purchase gain on the closing of Pine River acquisition. We also had good growth in service charges, bank card fees and gain on sale of mortgages as the third quarter Pine activity picked up.

And finally we had an 800,000 linked quarter decreased in other non-interest income as the fair value hedges mark-to-market adjustment on the fixed rate loans moved lower with the quarter end decrease in the intermediate term interest rates. We are delivering on our prior guidance of full year mid single-digit banking fee growth and expect this to continue.

The FDIC large share related income accounts totaled a negative 5.8 million and was driven entirely by the FDIC indemnification asset amortization. We are updating our full year guidance to a net negative 23 million to 26 million.

This doesn’t play a net negative 5 million in the fourth quarter. We are very pleased to deliver total expenses of 38.7 million which was better than our third quarter target.

The fourth quarter will include the bulk of the one-time core system conversion expenses in addition to the one-time expenses for the Pine River acquisition. In total, we are guiding fourth quarter total expenses in the range of 41 million to 42 million.

This range includes approximately 3 million to 3.5 million of one-time expenses. Recall that our cash payback on the core system conversion one-time expenses that is less than one year and that we expect to realize savings of $4 million to $5 million annually.

Capital ratios remain strong. Tangible book value per share ended the quarter at $18.31, decreasing $0.21 from the end of the second quarter, driven by the success of our $100 million tender.

Recall that this does not include the value of the excess accretable yield of $1.11 per share, resulting in a tangible book value of $19.42. As of quarter end we had 6.1 million available for share repurchases under an open authorization.

Using a 9% leverage ratio we have approximately 100 million in excess capital to support organic growth, mergers and acquisitions and share buybacks. Let me close by sharing that we continue to work with the FDIC process to an early exit of the loss sharing agreements.

We are cautiously optimistic that we can get something done this quarter. It would be nice to eliminate all of the FDIC accounting noise in our results.

It would not be appropriate to speculate on a possible financial impact at this time but we will be very clear in any future announcements. Tim, that concludes my comments.

Thank you, Brian. Thanks for covering a lot of ground so concisely.

I also want to publicly thank our risk management team for their intense focus on our bank’s safety and soundness. Every associate in our company plays a role in managing risk but I specifically want to thank Rick and his team for their intense focus on maintaining such solid credit quality.

Now turning our attention to capital management including the $100 million tender we executed during the quarter. Since early 2013, we have now repurchased 42.3% of our outstanding shares at a weighted average price of $19.88.

We feel very good about this. We continue to maintain optionality as it pertains to the use of our excess capital, including attractive acquisitions, share buybacks and dividends.

And on that note, Chris will now open up the line for questions.

It’s actually Thomas on behalf of Paul. One question on the energy loans Brian I think you mentioned paydowns or reduced borrowings of about $7 million in the quarter and sort of an entrance into a new relationship which I guess if I back into the numbers about $10 million loan assuming the growth looking in the quarter.

Is that difficult to size loans you’re making in that portfolio and sort of what sort of struck you about that company is attractive in this energy environment.

Sure Thomas. Actually this is Rick, I’ll answer that question.

I’ve said this before in earnings calls that give our approach to underwriting and given the current environment, when we see a company that can underwrite in this kind of price environment that has the capital, the consistent cash flows and so on, it’s a terrific opportunity for us. And given we’ve maintained very low cost attritions of energy again we would expect to selectively pick up those opportunities.

And then on the billion dollars of originations, obviously you guys are sort of humming along right at that pace. Is there -- where are you guys seeing the most opportunity?

I am assuming that most of that is still coming on the commercial side?

It is, and keep in mind, one thing we’re proud of is we thought we don’t talk it better enough is that we have established self imposed house limits on every industry and subsector. So we don’t know where the next problem is going to be.

But we’re not going to overexpose ourselves in any category. So, what’s nice is we’re seeing our banking teams really deliver across industry.

We don’t have an over concentration in CRE, we don’t have an over concentration in energy, ag, or anything else, it’s been built on the back of strong commercial business. But we’re actually seeing a nice little uptick in our consumer business, and the business that we’re most, I shouldn’t say most excited about but I should say the business that we’re giving a lot more attention is small business.

We really think we are just seeing the tip of the iceberg in terms of what we’re going to be able to do with small business in our markets.

Okay, that’s great color. And my last question had to do with the FDIC agreement, but Brian already addressed that.

So I’ll hop out. Thanks guys.

Tim I want to talk a little bit of a big picture question. You talk about the adjustments to loss share that you’ve talked about in the past.

But your way what that is, call it, 50-55 basis points, and obviously the growth seems pretty good. Can you help bridge the gap between that in your 100 basis point target?

I guess from RC it seems like you wanted to get through methodically the buyback, see the stock improve and then pull that lever. But you still got close to 100 branches.

I am just trying to figure out how you get to 100 basis points in this rate environment.

Chris, it’s a fair question. I would have told you a year ago that we were completely confident that we could get there within fairly tight time frame on the organic path that we’re on.

But as a practical matter, as we do see NIM compression in the markets, we look at some potential extension to be very clear. It’s not matter of if we’ll get to a 1% ROA, it’s really a question of when and our focus on when continues to be sooner versus later.

So what you will see from us is we roll into 17 and we’re not ready to talk about this in detail, I think more we’ll become apparent over even coming quarter. And certainly as we roll into the first quarter that we feel very good about our revenue generation momentum.

We’ve also got the opportunity to sharpen our focus on expense management, but to do it the right way. And the one thing I can sure you that we’re not going to do is sacrifice credit quality in order to take more volume to get there faster.

So you know that's how I would take a stab at answering your question but let me ask Brian and Rick if there is anything they would add.

Look Chris I would just add that as we go forward here we’re in the middle of our 2016 planning and as usual we’ll be having some pretty specific guidance here in January call for 2016. But to Tim’s point and I think you heard is, it's managing all the levers and is not a question of if, its when.

And so we do see opportunity in our banking centers, we’ve been running those now for two or three years with their goals on, pre progress in a number of areas and other areas that we have opportunities for and we look at of all our support areas and revenue producing areas and maximizing those. So it's in shortest point all the levers to drive towards that 1% we know that will flip the share price and the returns everyone.

That’s helpful. I guess just to push a little bit, you got flexibility with your loan and deposit, I don’t think deposit losses is a big consideration for history, but we at least in my circle and I’d like to might it kind of in the ballpark of the expenses have to be a pieces equation to closer because I don’t think revenues can do it?

That’s fair. But we also have that $100 million in excess capital Chris that we’re opportunistic look we got also tried, we can just buying the shares but we have seen opportunities come our way and so it's important for us to keep that dry powder and I think you know as well enough that we’re not going to do something dump with it and I think you know as well enough that we’re not going to do something with it.

But we can see something that accelerate our past with that 1% using that excess capital that would be beneficial to all of us.

And as we recently announced with the termination of the OCC operating agreement we have the ability to free capital upto the holding company. There's no question around that issue.

There should also been the questions around our safety and soundness in any report obviously that operating agreement would not have been terminated if there were issues. So we and Brian touched on this, we’re actually back at a point where we’re looking at a number of very interesting opportunities.

We remain convicted around only doing something that makes sense for all of us as investors. We’ve talked about that three to five year earn back, frankly we tend to loan closer to three of these days than five which might shock some people that we would throw that out there.

But we also realize that it's got to be the kind of target that allows us to use predominantly cash because we’re not quite at a point where the currency and our storks works for us. But Chris I think you're hitting on all the right points.

It's a combination of organic revenue looking at the ability to intelligently add new revenue sources certainly looking at rationalizing our distribution system, but is broader than that. We have just and we’ll speak to this in more detail in the first quarter, but we have just gone through a conversion systems that will save us $5 million to $6 million a year.

We think we’re settling in at what it always and should be viewed as more of a community bank as everyone knows, I believe today we’re regulated in the midsized bank group, we’re held to the standards of the midsized bank group a lot of banks talk about their bear crossing over that $10 billion threshold and the expense that comes with that. Here we are for $5 billion of assets and we’re already carrying the vast majority of those expenses.

We think it's time to be treated like a community bank and that should give us some capacity to adjust accordingly. So more to come on that front.

That’s good call, thanks Tim. Brian just the technical, what’s the tax rate we should be kind of forecasting?

Hey Chris, I can talk to more on an adjusted basis because the levels of the $0.04, $0.05 that we’ve had that gets difficult with the FDIC non-cash charges of bringing that down with on a run rate basis and that’s as we look through the adjusted during the 20s to mid 20s and that grows that will increase as we create more taxable income. We’ve had great successful tax strategies of bring down the rate.

But as we have more about 35% the tax income that’s we’ve creep up from there as we go forward.

Alright. Good.

Thanks a lot guys.

Thanks Chris.

Thanks. Good morning.

Hey good morning.

Hi Gary.

Hey. Just a couple of questions Brian, I wonder if you could split out the costs related to the acquisition and the systems conversion cost.

Would you break those out for the quarter and then also break it out as part of 3.5 million I think you mentioned for the fourth quarter, how much of each?

Yes, so we’re talking about, the fourth is a little bit easier for me I think because I’m focused on that but we’re trying to reverse about $600,000 in both of third and the fourth quarter, so $1.2 million sitting in our results. And as you look at the system conversion, that certainly implies that $2.5 million, $3 million sitting in the fourth quarter.

We were building up the system conversion cost as we went through the years -- excuse me through the quarters. So I am saying we’re probably about 600,000 also in the third quarter, yes.

Right now I think about it, it was, and so the big numbers in the fourth quarter.

And you might remind everyone that the earn back on.

Yes, as I said, look I said it in my prepared comments that cash basis is less than a year payback. So we are just tickled by that benefit and $4 million to $5 million cost savings on an annual basis going forward.

Okay. Great.

And I think you sort of addressed this a little bit but in terms of excess capital and options on usage of that, a couple of years ago when you had sort of $100 million of excess capital, [indiscernible] buyback a lot of stock. Now that it’s a smaller number, is the expectation, especially given Tim’s comments that it seems you all are likely still be a cash buyer that you need to retain some of that for M&A and maybe we should assume a slower pace certainly ex the tender offer but just kind of run rate buyback that will be lower.

Yes, hey Gary, I think that’s a good read of the situation. Look we pulled in that tender at the prices we did at that time was -- it was just great and it made all the sense that we pulled that trigger at that time.

$100 million that we have now it seems like with the market opportunities that are coming our way that we should play those out because look we are all leaned towards growing and adding pieces to our franchise in the market or product capabilities or teams, this makes all the sense in the world to use the capital that way. And so for a period of time here I would definitely lean into that strategy as opposed to just another couple of million dollars of shares.

Yes, I have to compliment Gary, I think you articulated the way we think about that last $100 billion perfectly and I sort of smiled to myself when we talk about the use of the prior excess capital as no brainer, on that point, I would tell you our brains must be very small because we agonized …

Yes hindsight of that, yes.

… over action we took. In hindsight it looks like a no brainer, but we put a bit more energy into it at the time.

So it’s nice that it has played out the way it has.

Shows a more difficult decision than I portrayed it as.

And you are spot on with where we are at today which is what counts.

Okay. And then in terms of the opportunity that you were mentioning, are those, I feel like you have mentioned in the past that there is a lot of team opportunities out there, do you think the opportunities are more on the team side than the whole bank deal right now or is it a little of each?

Well look make no mistake about it, we love the team opportunities. I mean and for any teams out there looking for a home I can’t stop myself from making an advertisement.

If you hear about this, come talk to us. We can do some amazing things together.

Having said that, I am going to turn to Brian to talk about our appetite on the M&A.

Look I think what we’ve seen is some banking and some specialty finance opportunities that are attractive to us. In situations that we can get done with our stock price and our capital available.

And that’s really what’s been more encouraging to us. It was a deal announced this morning in that market.

Of course we look at everything in our marketplace. We know everybody out there.

It wasn’t a good strategic fit for us but was real nice to see that what they traded out, the 1.5 times tangible book value for the strategies that they were rewarded with; certainly, a good impression for ourselves. But it’s in the Bank and it’s in the specialty financing, it’s in a sweet spot that could be attractive to us.

Just a follow up on M&A. As far as the markets that you’d be interested in, not really any change in terms of where you would look to do a deal, no update there really.

It’s the same as before, right?

Our primary focus is really building meaningful franchises in the markets where we currently operate. When it comes to the specialty businesses, that’s a little different obviously, it doesn’t really matter where their based.

We’re relying on the specialization and the focus. And really when we talk about specialty businesses, it has to fall into an area that we’ve had experienced with from our prior institutions that we’re comfortable with from a risk management standpoint, from a management standpoint, et cetera.

So you’re right, no real changes there.

So that’s it Tim. I mean I know you guys are comfortable picking up gems, good clients in the energy space given disruption that’s taking place there by extension.

What about the Texas market, maybe there is some gem, little banks down there that you guys could leverage off of and maybe those guys would be looking for cash down there. Is that something that’s crossed your mind?

Not a lot has changed on there in two fronts. One, our strategy has been a focus on the commercial banking and private banking higher end there.

And you do not need a lot of brick and mortar to execute on that. So we’ve got some great banking teams down there that generate some very good business for us.

And that can be scaled even more. On the Bank side, a lot of those are the community banks and believe when we talk to a number of looked at them.

It adds a lot of consumer banking, and not a lot of additional capabilities for a premium, that market is still getting the significant premium on the deals that they’re doing. And so that has not been as attractive strategically to us building a consumer franchise in Texas.

And then Rick you may want to speak to this. But on the energy front, we’ve actually not seen as much opportunity in the E&P and midstream space, not that we expected much in midstream.

But in E&P spaces, we would have expected. We think there is still more to play out there.

But Rick you may want to speak to that.

The follow on would be that we’re going into the Fallbarn [ph] base redetermination season and the course of that, there could be some situations where asset sales need to occur where banks that may not have taken proactive and more direct action what their client will be forced to do so. And as I think I mentioned in past calls, several of our clients have built capital reserves with the intent to do acquisitions and not seeing a lot of opportunity.

And if there is not a lot of movement it doesn’t create as much for us to enter into new client relationship. I think, Tim you’re right on and we’ll see how that plays out.

And then just a reminder, what’s the sweet spot size range on a bank deal that you guys are looking at, which would make sense now?

We took Pine River, which was a smaller deal. But we’ve talked more about that $300 million to $2 billion size in the past.

And I’d leave it at that. I think you’ll find us -- we'll be opportunistic and our criteria is a little tighter than what some other banks would be.

And as an undervalued stock, rise up there it gives us more opportunities to deploy that capital in a sensible way too.

And then two quick number questions, I am looking for. Do you guys have the dollar amount clawback number at quarter end?

That’s on the face of our balance sheet. I’d give you call afterwards.

And then also dollar amount of 30 to 80, 90 day pass due for the total loan book, is that in the press release as well?

Yes, that’s all covered in there Tim. And again I gave the reference of 8 basis points that’s all pretty plus outside of the pools.

Tim I got 30 to 90 is just a $1.5 million in the non- 310-30 pools. GAAP accountings say we have to include the 310-30 pool, but as you know that’s value completely differently and so we just focus on to really the 1.5 million in the non- 310-30.

Okay. Thanks for answering my questions.

Thank you, Chris. I thanked our risk management team, but I’ll close by just thanking again all of our associates in the company.

Just so proud of what this group of folks is doing to help build this new company and they help build it in the right way. With that Chris will close the call.