Good morning, everyone and welcome to the National Bank Holdings Corporation 2015 First Quarter Earnings Call. My name is Loral, and I will be your conference operator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-answer session following the presentation. As a reminder, this conference is being recorded for replay purposes. I would like to remind you that this conference call will contain forward-looking statements including statements regarding the Company's loans and loan growth, deposits, strategic capital, potential income streams, gross margin, taxes and non-interest expense. Actual results could differ materially from those discussed today. These forward-looking statements are subject to risks, uncertainties, and other factors which are disclosed in more detail in the Company's most recent filings with the U.S. Securities and Exchange Commission. These statements speak only as of the date of this call and National Bank Holdings Corporation undertakes no obligation to update or revise these statements. It is now my pleasure to turn the call over and introduce National Bank Holdings Corporation's Chairman, President and CEO, Mr. Tim Laney. Please go ahead sir.

Thank you, Loral. Good morning and thank you for joining National Bank Holdings first quarter earnings call. I have with me our Chief Financial Officer, Brian Lilly; and Rick Newfield, our Chief Risk Management Officer. During the call this morning, we’ll cover our performance in the first quarter and update you on our capital management actions. Turning to the quarter, there were no real surprises as we continued to organically grow both loans and low-cost client deposits. Our focus is on building solid client relationships with small and mid-sized businesses continues to yield solid results. Our team delivered annualized total loan growth of 10% and grew low cost transaction client deposit balances 7.7% annualized. I’ll point out that as we continue to build a higher quality consumer and business client base, we are somewhat challenged by declining overdraft fee income. Now having said this, our fee income and all other client-related activities is showing steady improvement. We did a nice job with expense management during the quarter but we can and will do better. And finally, very important, our credit quality remains excellent. We maintained our life-to-date record of nominal charge-offs with just four basis points annualized during the first quarter and on that note, I am going to turn the call over to Rick Newfield to cover our credit quality in greater detail. Rick?

Thank you, Tim. First I’ll provide a summary of loan origination activities for the first quarter. Second, I’ll discuss facts regarding our solid 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 through those efforts. Our originate loan portfolio totaled $1.75 billion at March 31, 2015, an increase of $101 million or 2014.8% annualized growth over December 31, 2014. We’ve delivered these results while remaining disciplined in our underwriting and credit structuring. During the quarter, we continued 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 58% of our originated portfolio. Residential mortgage loans make-up 28%, non-owner-occupied commercial real estate 12% and other consumer loans 2%. For the quarter, we originated $204 million in new loans, an increase of 11.8% over the prior quarter. Commercial originations of $168 million were granular, averaging approximately $1 million in funding per relationship. Consumer originations were $36 million, principally driven by residential that averaged $128,000 per loan with average LTV of 64% and average FICO of 765. These metrics for both consumer and commercial are consistent with our results in 2014. Turning to credit quality, I am pleased with the performance of our non-310-30 loans, which totaled $2 billion at March 31. Net charge-offs in this portfolio were just 193,000 or as Tim said, 4 basis points on an annualized basis. 90 day past dues remained immaterial. Non-performing loans comprised of non-accruals and restructured loans on non-accrual remained steady at 0.58% of total loans as of March 31. Overall, our credit quality remained steady and strong with adversely rated loans continuing to decrease…

Thank you, Rick, and good morning, everyone. As Tim and Rick have shared, we are pleased with the first quarter results as we continue to add to our organic growth, manage non-strategic assets for increasing returns, continued excellent credit quality 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 though, we are staying consistent with our prior guidance. Before going too far, I should point out that inherent within our 2015 guidance; our economic assumption is 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 were $0.03 per share and after the usual adjustments, primarily the non-cash charge for the FDIC indemnification asset amortization, the adjusted earnings per share was $0.17. The adjusted return on tangible assets was 60 basis points marking the fifth straight quarter in the 60s. As Tim and Rick mentioned, we are very pleased with the progress that we have made growing the loan portfolio. Our originations of $204 million more than offset the decreases in non-strategic loans resulting in total loan growth of $54 million or 10% annualized. The weighted yield on the new originations was 3.4% while a strong 68% were variable rates supporting our asset-sensitive position. The 3.4% yield is lower than our recent quarters, as we have several highly rated credit swaps to LIBOR plus floating rate structures resulting in high…

Thanks, Brian. Turning quickly to capital management, you can expect us to continue to opportunistically buy-in our shares at these attractive prices. I continue to believe that purchasing our shares at current prices is the safest and most financially beneficial acquisition we could make. As a reminder, through the end of the first quarter, our cumulative repurchases were at 29.8% of shares outstanding and they were acquired at an average purchase price of $19.48. I’ll sum things up by sharing with you how proud I am of my teammates across our company. We continue to build a culture with a strong focus on the use of common sense and we are working hard – very hard to get better everyday. If you consider the average age of banks in the United States, arguably we are just a toddler. But that just means, we have tremendous capacity for growth. We’ve gotten our legs under us and we feel more confident than ever that we can deliver attractive returns for our investors. On that note, I will open the line up for your questions.

[Operator Instructions] Your first question comes from the line of Chris McGratty with KBW. Your line is open.

Good morning.

Hi, Chris. Good morning.

Hey, Brian, I missed the tail-end of the expense guidance. I caught the $37 million and the $38 million – I think, you were talking about 4 to 6 and then 3 to 4, something in the fourth quarter. Can you just repeat those for me?

Sure, sure, with the way we break down as you know, we talked about operating expenses, OREO and then we do have the additional cost up from FIS this year. You got the 38 – excuse me, 37 or 38, we look for the OREO in total to be the $4 million to $6 million for the full year. And then we look for the FIS data process in conversion to add $3 million to $4 million one-time expenses this year.

And so, those $3 million to $4 million are a one-time expense and when will those be coming to reverse?

Well we had 300 – almost $400,000 here in the first quarter. So we’ll have a couple like that in the first two quarters. The conversion is targeted for the fourth quarter, most of those expenses will be hitting the fourth quarter.

And the $1.8 million that’s coming in, that will be – will that be in the tax line, will that be in expense line?

It will be, and good you asked that question, it is just a straight tax hit. So, it’s a straight hit to the earnings per share. It’s a tax expense.

Okay, okay. That’s helpful. I wanted to talk about capital for a second, in respect to the buybacks, Brian, some of your peers are kind of getting more infrastructures with the ability to execute loss shares. Could you share how you guys are thinking about it given the note in your numbers still and kind of how you are thinking about earn backs and economics?

We look at the same way that we shared last time. We’d be very interested in exiting with something that makes economic sense for us. We’ve looked very hard at those that have been announced in the marketplace and happy to see that some of the activity, it still looks like the activities happening with some of the smaller deals and the guidance that the FDIC has provided and we still have a couple of hundred million dollars left on our two deals. Chris, we are in conversations. It’s a long process, but we would be in…

Probably enough soon.

Okay, that’s nice. And then, I’ll hop off with the drag from your fee income, the write-off of the IAA. I got the guidance for this year, this is stub that – is it what the right way to think about 2016, there is a stub of few million dollars, assuming you don’t accelerate it?

Yes, the accounting requires you to amortize that over the remaining loss share, but you are actually specifically, the time that you expect to be billing the FDIC for a loss share, our last agreement ends in the fourth quarter of 2016. So it’s fair to say that there will be a carryover impact into 2016 of some amount. But I can tell by, we are down to $29 million now. We’ve guided that number to be – that will write that down another – in the high teems and so we are going to get a lot of that moved out and then plus there will be some billings to the FDIC.

When you say, I mean, I think, Chris’s description of the remainder and 2016 as a stub that’s pretty accurate particularly given the kind of accelerated pacing we are seeing here in 2015. Does that make sense?

That’s fair. So now, the full number won’t be written-off because there will be some – exercises between.

Yes, the economy rules won’t let us do that.

All right. That’s good. Thanks a lot Brian. Thanks, Tim.

All right. Thank you, Chris.

[Operator Instructions] Your next question comes from the line of Matt Olney from Stephens. Please go ahead.

Hey, Matt.

Hey, thanks. Good morning guys. How are you?

Good morning. We are well. Thank you.

Great, Matt.

Great. I got on the call few minutes late. So, if you addressed this, I apologize. As far as the energy lending, can you kind of give us an update in terms of kind of the re-determination that you saw in the spring season. What was the result of those and how did you get through with your energy borrowers?

Sure, sure Matt. This is Rick. Good morning. I am not sure what you caught, but I’ll just again repeat that our total energy loans as of March 31 were $149.6 million that is down about 7.5% from the end of the fourth quarter. And in terms of re-determinations, I mean, we are active with all of our clients and we are wrapping up that if you want to call the spring season, but frankly, with the actions clients have taken, there have been a lot of intermediate moves where we worked with clients outside of this conventional twice a year cycle. In terms of pricing as I know you know, oil prices have come up a bit over the last quarter, with that said, clients are still being very conservative. As we look at the borrowing base re-determinations in our price deck, we are still looking at near-term in the upper 30s on oil. So, again we continue to stress that downside scenario. So, again, no pressures. We’ve not had any issues with these clients.

You should in fact, I am not sure if Matt heard it, it’s worth repeating, talk about our marketing efforts on those energy products.

Sure, Matt. We actually have several opportunities that we are currently looking at where energy exploration and production companies are good shape seeing opportunities and we have some financing we can do. And as I shared, if the loan to write during the current pricing environment, they are fully going to be very strong clients for us.

And finally, Matt, this is Tim, we are seeing a number of clients raise capital we cited an example of where one client in particular has put a substantial amount of dollars in repos with a temporary basis, but it would – understandably, a number of our strong clients are actually taking the position that this could be a great acquisitive period and we are benefiting at least on the depository front.

Okay. Now that sounds okay. That’s helpful. And while there is lots of moving parts I guess, in the energy book, and I know with the forecast, but I am curious, within your expectations of loan growth for this year, what are you assuming for the energy balances in 2015?

We feel like, Matt, we disclose about as much detail as any bank out there, but that’s not a number that we’ve gotten – we’ve not gotten comfortable with disclosing specific industry growth targets. But do keep in mind, we do have exposure levels in-house exposure limits on virtually every industry we do business with. So I am not sure, I can give you the answer you are looking for, but…

But I would add – I would add, in the context of our total production, you heard us reaffirm our or maybe you didn’t heard we reaffirmed our guidance to that 15% to 25% total loan growth. So we are still very confident of delivering on the production targets that we had guided out there. It’s a great point Brian. One thing we didn’t mention on the call that your question for both Matt is, we came into the second quarter with a largest pipeline – loan pipeline we’ve had in the history of the company. So, and that’s – by the way not just focused on C&I and consumer, but we are really starting to see a pick up in our small business activities. I can’t recall if we’ve mentioned in the past, the SPA has granted us our preferred lender status. We’ve doubled, it’s not tripled down on activities in that space and we love it. So, we really feel like, in fact we’ve just seen the tip of the iceberg in terms of what we can do in the small business arena.

Okay. That’s helpful. Thank you guys.

Okay, thank you Matt. Loral, it sounds like, given limited activity, as we had suspected this was somewhat of a boring quarter. No real surprises, so if there are no other questions, we will close out the call. Loral?

We do have one further question from Tim O'Brien from Partners. Your line is open.

Hi, Tim.

Hey, Tim. I am not bored.

Good, good. We were actually sort of hurt that we have not heard your voice Tim.

Not bored at all. So, just to stick with the SPA conversation, did you guys have actual SPA production that funded this quarter? And if so, can you give us that number?

Again, not detailing production at that level. But I will tell you while we had very nice high percentage growth reality, that was on a very small base and I’ll just reiterate that what we’ve seen thus far is the tip of the iceberg. We really feel like, it’s interesting. It just – we believe that to be the case, but it is unfortunately, at least in the parts of countries, the country where we do business, it appears to the underserved segment. And so, that represents opportunity for us and we think it’s great for our communities.

And as far as – I don’t know, geographical footprint for that, is it existing bank footprint? Or is it beyond that in other markets as well?

No, very good question. At this point, it’s really just in our – in the communities where we do business.

Great. And then, is the game plan is, will there be some gain on sale income generated out of that you anticipate or are you going to retain the whole loans?

Given our low loan to deposit ratio and really the understanding, we can make this model as complicated as we want, but as these non-cash expenses burn away, the real focus is on getting to that 90%, 95% loan to deposit ratio. That would suggest that in a lot of cases, what we are going to be doing is holding on to that paper. But you always have the optionality to push it, right. But, I would describe and Rick, Brian jump in, if you think I am not describing it well. But I would suggest we have more of a whole strategy.

Yes.

Yes, and that’s right on.

And then, Brian, a question for you and piggybacking on another question. OREO cost of $4 to $6 million for the quarter and first quarter second quarter kind of well below that. So, did you say there is a specific quarter like 4Q where the majority of that’s going to be realized?

No I think, let me try and sort that out. On a OREO in problem loan expense, as you know we break that out. We incurred a net $400,000 in the first quarter.

Yes.

In our guidance, our full year guidance, we still expect as and we provided at the end of January, $4 million to $6 million in net expense for the full year on that line item.

And you think that’s going to hit when?

It’s lumpy. It really is lumpy. There is activity that happens there. So that’s been a line item that we haven’t been able to be real specific on the quarters. But, $4 million to $6 million in your models for the year, I’d be comfortable with. As you look at…

And you didn’t hit on second quarter – you didn’t make any suggestions about what the second quarter number could be then?

Did not.

I missed that. Okay, great. Sorry.

And then the $3 million to $4 million was related to the FIS conversion, our data processing conversion.

Got that.

Okay, and that was $400,000 in the first quarter, $3 million to $4 million for the year with a real leaning into the fourth quarter of that expense.

And then, $1.8 million tax hit is, 4Q as well did you say?

There is $1.8 million in the second quarter.

2Q got it, okay.

That will hit tax expense, directly after-tax income and then $200,000 in the fourth quarter.

And then Brian, can you just recap, did you give margin any update or outlook on margin expectations directionally?

Look, I didn’t because we gave very specific guidance on the net interest income.

Yes, I caught that. I was efficient for that other thing because, there was a lot of volatility in that margin number this quarter and I know a lot of it’s just kind of noise with the REPO.

But that’s what makes that a little hard. As you saw the REPO influence that net interest margin number present a quite a bit. So I focused on a net interest income, yes.

So looking out…

As long as that’s with us, that will be lower than the one we have been running.

And to be clear, Brian is not hedging on that. I mean, we do…

No worries.

Like, there was a somewhat of an anomaly in the first quarter as we look at pipeline, we feel good about the kind of spreads relative to the risk we are taking on the loan production. So, I think that’s important to point. And then just back to a macro level, I would want everyone on the call again back in those surprises, Brian has detailed this and I think to an incredible degree, but at a macro level, what I would leave you with is we do expect a very heavy level of non-cash expenses to hit us here in the second quarter.

Good to know and then, hey for you Tim, just last question.

Yes sir.

Understanding kind of that you are not going to really give specifics about outlook for the margin. Broadly speaking and strategically speaking, in order to ultimately achieve that 1% ROE, is there kind of a margin number that you think is going to be necessary to get there. How does that fit into the equation? How do you view that strategically margin management?

Yes, a great question and in fact, I think we’ve touched on it. Brian, do you want to?

Yes, no, Tim, I’ll reiterate the directions that we’ve looked at it. We made a lot at the longer-term. We clearly see in that 375 plus, our net interest margin being at natural coming out of our loans and deposit pricing in the spread and actually we monitor that as we are booking business on a monthly, quarterly basis. Even today to see that we are heading in that direction. And that’s a normal mix of investment securities, loans against a very high funding base. Just that, as we go through time here, we’ve got these 19% owners offsetting this and the 2% come out of the investment securities. So that’s why we have focused mainly on what turns the lights on and off in net interest income and the margin is going to fluctuate on a shorter-term basis. But driving towards that, on a longer-term basis is what we model out.

I would also add that, some folks look at where we came from in terms of cost to deposits and where we are at today and assume that we are – we would be satisfied where we are at. We actually see reasonable capacity to continue to improve that cost of funds given the pace of core client transaction account growth and we still have for example of block pretty high cost CDs out there that we are going to see move away from us. So, in terms of overall return management, margin management, we feel good about what we can still do on the deposit front as well.

Thanks a lot guys. Nice progress this quarter.

All right. Thank you. Tim.

Thanks, Tim.

Your next question comes from the line of Gary Tenner with D.A. Davidson and Company. Your line is open.

Hi, Gary.

Hi, good morning guys.

Good morning.

Actually, just a little bit of a follow-up on the margin question. Did I hear you say that your loan to deposit target was – did I hear you say, 90% to 95%?

Yes, I mean, it really is.

So, just thinking about, what the ratio is today and the – a good quarter here on deposits, although obviously, you’ve been, that’s been trending down on the CD side, but, that would require a pretty meaningful catch-up on the asset side. Would you – how do you think about the asset generation piece? Have you – or would you think about just acquiring a pure asset generator to try to get you there? Or you think you could do that through the organic bank system as it is today?

So, about a strategic question as we discussed this morning. We have modeled the ability to get there organically, but I would remind you we continue to focus on lifting out in particular specialty teams that can continue to that asset growth and to your question, we look at a line of asset generators for acquisition, but quite honestly, today have found none of them that would meet our credit standards. So, the areas that we have more interest than others and a good example with this, we know the asset-based lending space, we have an existing team if there are opportunities to expand that. We would be all levered, I’ll use this as an advertisement to the extent that there is specialty banking teams out there looking for a great home with a lot of capital capacity and improving track record for getting the loans paid back and growing relationships, call me directly. And, I don’t know how to be more a directing answer to your question than that.

No, I appreciate that. So, it sounds like, again, organic and maybe augmented with lift-outs as you think of potentially acquiring asset generator or a team, as you look at specialty lending lines of business, would you do something that would be more out of footprint and more of quasi national lending business or are you looking strictly in footprint for the assets?

It’s proven. I will review and again, Rick and I have worked together over a 30 year period. Our review is the only thing that will trump a local banker with local banker knowledge banking clients in their local market is 15, 20, 25 year experienced banker in a targeted industry that knows and understands all of the players in that industry, knows who will pay hammer her back and who will not has the proper relationships and in that scenario, we are willing to look at teams that would pursue that specialized business on a national basis. But again, we make no apologies for our obsessive views on smart credit underwriting and getting paid back. So, maybe that’s more of an answer that you were looking for. But, but, that’s how I would paint it.

That’s great color, Tim. Thanks very much.

You bet.

Okay, thanks so much.

Thank you. And I am showing that we have no further questions at this time. I’ll now turn the call back to Mr. Laney for any closing remarks.

Well Loral, I just want to thank everyone that joined us today and in particular those folks that took on to ask questions, great questions this morning and we are often running with a great focus on the second quarter. So we’ll be back to you then. Take care.

And this concludes today’s conference call. If you would like to listen to the telephone replay of this call, it will be available beginning in approximately two hours and will run through May 8, 2015, by dialing (855) 859-2056 or (404) 537-3406 and referencing the conference ID of 16946906. The earnings release and an online replay of this call will also be available on the Company’s website on the Investor Relations page. Thank you very much and have a great day. You may now disconnect.

Thanks, Loral.