SEC Comment Letter for National Bank Holdings Corp (NBHC) (CIK 0001475841) (NBHC) — Jul 8, 2015
National Bank Holdings Corp (NBHC) (CIK 0001475841)
Date: July 8, 2015 · CIK: 0001475841 · Accession: 0000000000-15-035792
AI Filing Summary & Sentiment
Letter
July 8 , 2015 Brian F. Lilly Chief Financial Officer National Bank Holdings Corporation 7800 East Orchard, Suite 300 Greenwood Village, Colorado 80111
Re: National Bank Holdings Corporation Form 10 -K for Fis cal Year Ended December 31 , 2014 Filed February 27 , 2015 Form 10 -Q for Fiscal Quarter Ended March 31, 2015 Filed May 8, 2015 File No. 00 1-35654
Dear Mr. Lilly :
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Income Taxes, page 70
1. You disclose that you recorded an income tax benefit during the three months ended March 31 , 2015 as a result of using the actual year -to-date earnings instead of the estimated annual effective tax rate. Please tell us how your accounting for the income tax benefit is in accordance with ASC 740 -270-30. Please also tell us your estimated annual ordinary income and your forecasted annual effective tax rate for 2015 and the key assumptions underlying these estimates.
2. Your effective income tax expense has fluctuated from an effective tax rate expense of 35.1% at March 31, 2014 to an effective tax rate benefit of 51.4% at March 31, 2015.
Brian F. Lilly National Bank Holdings Corporation July 8, 2015 Page 2
Please provide in future interim filings the income tax expense disclosures require d by Item 4.08(h) of Regulation S -X and ASC 740 -270-50-1.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not f oreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Marc Thomas at (202) 551 -3452 or me at (202) 55 1-3492 if you have any questions.
Sincerely,
/s/ Gus Rodrigu ez
Show Raw Text
July 8 , 2015 Brian F. Lilly Chief Financial Officer National Bank Holdings Corporation 7800 East Orchard, Suite 300 Greenwood Village, Colorado 80111 Re: National Bank Holdings Corporation Form 10 -K for Fis cal Year Ended December 31 , 2014 Filed February 27 , 2015 Form 10 -Q for Fiscal Quarter Ended March 31, 2015 Filed May 8, 2015 File No. 00 1-35654 Dear Mr. Lilly : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -Q for Fiscal Quarter Ended March 31, 2015 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Income Taxes, page 70 1. You disclose that you recorded an income tax benefit during the three months ended March 31 , 2015 as a result of using the actual year -to-date earnings instead of the estimated annual effective tax rate. Please tell us how your accounting for the income tax benefit is in accordance with ASC 740 -270-30. Please also tell us your estimated annual ordinary income and your forecasted annual effective tax rate for 2015 and the key assumptions underlying these estimates. 2. Your effective income tax expense has fluctuated from an effective tax rate expense of 35.1% at March 31, 2014 to an effective tax rate benefit of 51.4% at March 31, 2015. Brian F. Lilly National Bank Holdings Corporation July 8, 2015 Page 2 Please provide in future interim filings the income tax expense disclosures require d by Item 4.08(h) of Regulation S -X and ASC 740 -270-50-1. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not f oreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Marc Thomas at (202) 551 -3452 or me at (202) 55 1-3492 if you have any questions. Sincerely, /s/ Gus Rodrigu ez Gus Rodriguez Accounting Branch Chief