Greetings. Welcome to the Amalgamated Bank’s Second Quarter 2019 Earnings Call. [Operator instructions] Please note this conference is being recorded. I will now turn the conference over to Drew LaBenne, Chief Financial Officer. Thank you, you may begin.

Thank you, operator, and good morning, everyone. We appreciate your participation today in our second quarter 2019 earnings call. With me today is Keith Mestrich, President and Chief Executive Officer. As a reminder, a telephonic replay of this call will be available on the Investors section of our website for an extended period of time. Additionally, a slide deck to complement today's discussion is available on the Investor Resources section of website. Before we begin, let me remind everyone that this call may contain certain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution investors that actual results may differ from the expectations indicated or implied by any such forward-looking information or statements. Investors should refer to slide two of our earnings slide deck, as well as our 2018 10-K filed on March 28, 2019, and other periodic reports that we file from time to time with the FDIC for a list of risk factors that could cause actual results to differ materially from those indicated or implied by such statements. Additionally, during today's call, we will discuss certain non-GAAP measures, which we believe are useful in evaluating our performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. A reconciliation of these non-GAAP measures to the most comparable GAAP measures can be found in our earnings release, as well as on our website. At this point, I'll turn the call over to Keith.

Thank you, Drew, and good morning, everyone. We appreciate your time and attention today. We are excited to be with you again to discuss our second quarter 2019 results. On today's call, I'll run through the high level details of the quarter before providing an update on our unique deposit franchise. The progress we have made growing our loan portfolio and a review of our capital allocation strategy. Drew will then discuss our financial results in more detail. There are a couple of key themes I want to pull out from a very positive quarter for Amalgamated. First, we are pleased with our second quarter results. Second, our net interest margin held steady on a quarter-over-quarter basis. Third, our deposit franchise remained vibrant posting significant quarter-over-quarter growth in non-interest bearing deposits with minimal repricing pressure. Fourth, we significantly decreased the risk in our lending portfolio by continuing our strategy of running off non relationship C&I and leverage loans. It still saw a net increase in overall loans, fifth, we successfully executed upon one recent initiative to improve the expenses with the closure of an unprofitable branch. We also continue to work on reduction in vendor expenses. And finally our capital position remains strong, providing us with ample capital to complete an acquisition or return capital to shareholders in other ways. For the second quarter, we delivered net income of $11.2 million or $0.35 per diluted share, which compares to net income of $10.8 million or $0.33 per diluted share in the linked quarter, and net income of $11.6 million or $0.39 per diluted share for the second quarter of 2018. Core earnings were $11.6 million or $0.36 per diluted share as compared to $10.7 million or $0.33 per diluted share in the linked quarter, and $11.8 million or $0.40 per…

Thank you, Keith. As Keith has already detailed the success that we have achieved growing our deposit franchise, I will start with loan growth on slide six. For the second quarter, we delivered loan growth of $23.9 million or 2.9% annualized as compared to the first quarter of 2019, and ended the quarter with $3.3 billion of total loans. Loan growth was primarily driven by an increase in residential first lien and Property Assessed Clean Energy or PACE loans and growth in commercial real estate. This growth was largely offset by the continued strategic reduction of our indirect C&I portfolio, which declined by $137 million in the second quarter through a combination of sales and payoffs. The portfolio has now been reduced by $166 million year-to-date and currently stands at $70 million as outlined on slide seven Looking forward, we expect the portfolio to run off at a more measured pace. In the third quarter, we have already seen one of our substandard credits from this portfolio pay down the majority of its outstanding balance, and we expect an approximate $1 million release of allowance related to this credit in the third quarter. Our updated guidance on loan growth for the entire portfolio is 6% to 10% for the full year which includes the impacts of the faster pace of indirect C&I runoff. Skipping ahead to Slide 10. Our net interest margin was 3.66% for the quarter compared to 3.65% in the first quarter of 2019, and 3.56% in the year ago quarter. The yield on average earning assets was 4.07% for the second quarter, a decrease of three basis points as compared to the linked quarter. The yield on loans decreased two basis points to 4.42% compared to 4.44% during the first quarter. The loan yield for the current…

Thank you. [Operator Instructions] Our first question is from Steven Alexopoulos with JPMorgan. Please proceed.

Hey good morning everybody.

Hi Steve.

Hey Steve. Good Morning

So to start on the margin, maybe you can help us parse out the impact of the Fed. Drew, how do we think about 25 basis point cut? What's the impact on NIM just from that?

Well in terms of NII, we anticipate about $2.5 million impact for each 25 basis point decrease. So obviously there's a lot of assumptions that that go into that estimate, but that's where it stands right now.

Okay. That's actually helpful. And then if the Fed continues on a path of rate cuts, I know you're only baking July into the guidance. You talked about some of the levers you have available, something you might pursue to offset some of the pressure if it goes on longer?

Yes absolutely. So I think there are some positive impacts that we expect on NIM with regards to the rate cut, which is the continued deposit growth and in particular deposit growth in DDA deposits as well non-interest bearing deposits. The other thing is right now we're sitting at a loan to deposit ratio of 80% which is below I think most of the peer groups in the banking set right now. And now that we've largely finished the indirect C&I runoff, we should have less drag on our loan going forward. So I think that's an opportunity as well to hopefully replace securities with loans, which have a positive impact on them.

Okay, that's helpful. And then maybe just on credit, so if we look at the increase in 90 days past due, I think, I heard you say these were mostly timing, is that right and these should all clear up in terms of the $6 million or so increase quarter-on-quarter?

Yes. They are 90 days past due and accruing, and they're all paying they're all past due maturity basically is what's causing it. And so it's delays in re documentation, but all loans are paying and accruing.

But it's not related to credit stress on any of these. It's just really timing. Is that what you're saying?

Yes, I think there is one loan in there that is also in our substandard bucket but it's not anywhere else in the [Indiscernible] and that one it's already substandard, that one I think has some work to do on the credit, but it's still paying and accruing and has a very good LTV as well. So, I think it should be fine on that one at least from what we know right now.

Yes, Steve this is Keith on that. Our head of residential mortgage is not up in my office every day thing. I've got credit quality problems to worry about. In fact, it’s continuing to underwrite in a very conservative fashion and very proud of I think the credit quality of that book, and I think he continues to think that it’s very solid.

Okay. And then finally we haven't seen many of your peers increase the reserve on the New York City multifamily. You talk about what drove the decision to do that this quarter?

Yes. So there are a number of factors that go into the qualitative reserve and one of those is the value of the underlying collateral. And so we had a specific event, New York City had a specific event where the regulation was passed, and we felt like that certainly I think the LTV is not that we can quantify it on any specific property. And I think the market's still in discovery mode on where value is on multi-family properties, but with that action, we believe that the value of multifamily properties has taken a hit in the New York City area and therefore it was prudent to increase our qualitative factor related to that.

Terrific. Thanks for all the color.

Thanks Steve.

Our next question is from Alex Goldfarb with Sandler O'Neill. Please proceed.

Hey good morning guys.

Hi, Alex.

Hey just first off, I wanted to ask about expense and expense guidance which is unchanged at 31 to 33. You came in just below that this quarter you have the branch closing in Chelsea which should be a little bit of a help to expenses, and you kind of talked about a few other things that should further reduce expenses from here. So can you maybe tell us why the expense guidance shouldn't be even a little bit lower than the 31 to 33?

Yes. So, we first of all we do contemplate some more hires for the bank, right. So I think that will put that will increase our salary and benefits expense a bit. Yes, some other things that are under way which are change initiatives at the bank I think, but I mean, we always want to make sure we have enough room on the upside to feel good about where our guidance is. Keith, anything you want to add to that.

No. Alex, I think you're centering in on all the right things, right, continue to look hard at occupancy expense, vendor expenses, those are places where we think we have opportunities. I think it's fair to say a little bit we might spend a little money to save a little money too in some of initiatives and do that. And I do think we have – we have some openings at the bank that have been unfilled for a little while through the recruitment phase and those are going to sort themselves off in second – sort themselves out in the second half of the year, so see a little lift in some employment expense as well.

Okay, great. That's helpful. And then just secondly you said, you didn't repurchase any shares in the second quarter. Is that just the function of the price not necessarily getting below at certain level? Or is that because there was maybe a little bit more advancements in conversations? Or you saw some from better uses in the terms of M&A than maybe you had anticipated what you authorized the share repurchase?

Really combination, I think of all of those things. I'm constantly looking at what's the appropriate price to rebuy at, but we did see a little continuation of an uptick in a number conversations in the M&A space. We think that over the long-term using our capital wisely to make a smart strategic acquisition that makes economic sense for the Bank is the best thing to do. We've been -- we are very selective in the places we want to go on the kind of banks that we want to buy and the economic assumptions that will go in to any deal, but we have had some uptick in conversations and itself very prudent to hang on to that capital in case those opportunities presented themselves in the quarter related this year.

And then in those conversations is the obstacle more of whoever selling is not quite ready to sell yet? Or is it more of we can't really come to the right price yet, but what's kind of the biggest obstacle to actually getting something announced in the near term?

Different conversations are sort of to have different reasons for that, but you hit on the two -- exactly the two that are the barrier to getting to a – to some agreement.

Very good. Thanks for taking my questions.

Thanks Alex.

Our next question is from Brian Morton with Barclays. Please proceed.

Hi. Good morning.

Hi, Brian.

Hi. Thanks. What there anything maybe specific to the indirect C&I loan that drove the migration to the criticized and the classified risk rating?

Yes, the one loan that was downgraded. Anything specific -- the credit just got weaker in terms of our revenue performance and so it went below our thresholds and therefore needed to be downgraded. But nothing that -- I would call it isolated if maybe -- if that's what your question is going is not [Indiscernible] anything else in the loan portfolio.

Okay. And do you continue to see favorable conditions in the markets for these indirect C&I loans?

You mean for disposing of them?

That's correct, yes?

No. I would say, well, the credits that we have left are – now keep in mind we started with over $600 million in this portfolio and we're down to 70 million [ph]. So, as you taking down the size of the portfolio that rapidly you're going to left with a couple credits that have some words on and they need to be worked out. And that's part of what we have left. The remainder is, it's a very tight club deal and there are restrictions on just selling it to a new -- bring in a new person into the club if you will. So, unless of the -- unless the existing lenders in the club are looking for a larger position there's nowhere to sell that loan. So that's what's left in the portfolio now that we're working through.

Okay, great. Thanks.

Thanks, Brian.

[Operator Instructions] Our next question is from Chris O'Connell with KBW. Please proceed.

Good morning, guys.

Hey, Chris. Good morning.

Good morning. Just wanted to kind of drill down on the provision outlook, I guess just near-term. So, next quarter with the expected $1 million reserve release on that $8.6 million paydown. Just thinking about where the blended kind of reserve is coming on for the kind of core origination, the core portfolio or what level that's coming on at?

Yes. So there were really three major factors on the provision this quarter. So, they were -- which we've talked about. The first is, the C&I loan migration. The second is a qualitative factors on multifamily. The third one which I know you all understand and pick up, but I'll say it on the call for clarity is, the amount of accretion from the loan mark that comes through also influences the ALLL because as that mark is running off from loans -- loans that we acquired leaving, the new loans have to build allowance on them that are coming and replacing those loans. So we did have a higher level of accretion this quarter which also impacted the ALLL by about $400,000. Going into next quarter, what we're putting on the books in the resi, the PACE space, those are going to kind of 50 to 60 basis point coverage from an ALLL perspective. The relationship C&I loans are to be a little over 1%, I think 1.1%. So the blended rate is probably going to be in the 70s to 90s depending on what that mix is where it comes in. So, now obviously as we look into Q3 it's nice to have that one loan payoff and so we're kind of $1 million ahead already going into the quarter, we'll have to see what happens with the rest of those credits. So we're not ready to give any specific guidance at this point on the rest of the portfolio.

Got it. So, thinking longer term I guess as indirect C&I portfolio comes off over time, it sounds like it might be slower going forward you'd expect all else equal, that reserve to kind of drop down into the 90s?

Yes. That's right.

And then just I noticed that you guys had about or holding $239 million of the $750 million in the New York multifamily at a 50% risk rating. But I believe the most restrictive policies or most of that service coverage is over 120 and LTVs below 80. Just given your guide, average of that service coverage of 147 loan value 57% which seems pretty strong overall? I'm just wondering why more of that isn't held at the 50% risk-weighted level?

I'll have to get back to you on that one, Chris. I mean, I think it’s a combination of its not meeting – I think there's a couple of more criteria on top of that, but it's obviously not meeting one of the criteria, but probably the other. So, I have to go back and look at that. I don't the breakdown of the reasons why they're falling out of that risk-weighting bucket, off top of my head.

Got it. And then, Keith, more about multifamily loan growth going forward, there's obviously been a slow down in the first of the year for the New York City multifamily given the rent law changes. How are you guys thinking about that portfolio growth kind of from here now?

Well, we're still looking for opportunities in New York obviously. We still have an origination team that works in New York and is continuing to work on pipeline and we are continuing to see new deals coming into the pipeline. So the market hasn't dried up complete. It feels like it will tighten, but I'm not sure we'll quite have a good sense of it. We definitely like the multifamily space as a conservative space to be as we move into what's anticipated to be a different part of the credit cycle. I do think in terms of trying to think about that portion of our asset bucket, we are looking at continuing to deepen our relationships with CDFI lenders who are making loans in that space, particularly in CRA space. Remember, we do have two other cities where we have commercial real estate origination teams both San Francisco and Washington and we've asked our teams there to look at the possibility for spending some of our multifamily opportunities in those markets as well like in the space knowing that the competition make it fierce New York, trying to look for other opportunities there ad we'll be spending more time in the third quarter honing the strategies.

Chris, just coming back to you on your other question; I think the biggest factor by the way why they're not included is because you have to have over seven years – it has to be a heavy life of over seven years at origination and we have a lot of five-year loans on the books in multifamily. So that's the biggest kick out part.

Okay. Make sense. Thank you. And then just finally in terms of the loan growth kind of this quarter and then here on out, how much of the loan growth I guess was purchased this quarter? And then what's the breakdown of West Coast versus East Coast franchise, the breakdown of origination this quarter? And where you think the majority of the driver for future loan growth is going to be coming from?

So on the purchases we had – we did $30 million PACE purchase. We had $30 million of government guaranteed loans that we purchased and then we had another $18 million of resi, solar and another long -- smaller loan category and there's as well commercial PACE. So, fair amount of purchase is going on there, but in the sane categories that we've been doing historically. As far as the originations by geography its probably not our primary focus when it's not real estate, more so it’s the industries that we're going into and doing originations especially by either the credit type, collateral type or the mission alignment that the lending is happening in.

Yes. Chris you know from our conversations as you know one of the key drivers, one of the key reasons we bought San Francisco Bank was for the opportunity to think about a couple of those lending verticals and the ability to use a much larger balance sheet with sort of a national amount of exposure to do that. In the renewable energy space in particular we are seeing that happen and while some of those originations come out of our "Western Region Office" those are deals that are being done across the country and we're very happy with that. Those are -- what is really starting to happen is exactly what we wanted to happen. We are becoming really a go to bank for people doing solar and other renewable loans of a particular size. We're getting a reputation of being a bank with a sophisticated team of lenders in that space who can do that and given that those loans have multiple parties and some structure to them, having been through scores of those loans and being able to withstand the brain damage of a new kind of loan for a lot of other banks, people are increasingly seeking us out as partners in that space with some very attractive yields and I think we will continue to put emphasis there. That's not a geographic emphasis. That's really a sectoral emphasis, and I think we will continue to look for opportunities in those spaces. And if multifamily shrinks a little bit, we should see some nice expansion in those areas hopefully at more attractive yields than what the multifamily space present for us.

Great. That's really helpful. Thanks guys.

Thanks, Chris.

Our next question is from Matthew Breese with Piper Jaffray. Please proceed.

Good morning.

Hey, Matt.

Hey, good morning.

Hey. I just wanted to hone in on the multifamily bucket that exposed to the run rate of the changes. So I just want to make sure, the 750 of your total, that's your New York City multifamily, then 60% of that are rent regulated so therefore exposed to some of these changes, that's like $450 million, is that correct?

Yes. It's the unit – 60% of the units of the 750 million, so all of the 750 million, I shouldn't say it that way, there's going to be some that had no rent regulated units but I won't read it at 60% of the 750 directly, because I think there's still properties that have units that are regulated and not regulated as well.

Understood. Okay. Okay, so the 750 might – all of it might be have some exposure to this, we're just not 100% sure?

There's going to be some pure market rate deals there – property that will have no exposure.

Right.

But 60% of them have some exposure.

Okay. And then honing in on the qual changes, so what was the allowance directly ties to multifamily prior to this quarter and then what is it now. So what was that change?

Well, the change due to the fact there was $500,000 approximately. Call it $0.5 million approximately related the qualitative changes.

Okay. And in that qualitative factor change did you take into consideration or make some estimate as to what the rent-regulated apartment valuation changes could be? And if so, could you share that with us what the range was?

We did not – we don't have the information available to do that. That would require us to go out and do a whole new set of appraisals. I think over time we'll get market color. Obviously we've been reading the same market report you've probably been reading that have sort of wide estimates of what the change could be.

Okay. And then just thinking about the NIM you noticed that accreditable yield this quarter was a bit elevated. Could you remind us – I know you'd mentioned this in your comments, what accreditable yield was this quarter and how much that you deem was maybe unusually high?

Yes. So last quarter it was five basis points. This quarter it was eight basis points. That's about a $400,000 difference, rounding it off. I think five basis points is probably the better level to assuming the near term and obviously that will be decreasing over time.

Okay. And then given the move in LIBOR, I know we have the Fed cut potentially having here soon, but given the move in LIBOR would you say that some of the Fed cut has already been kind of front ran into your margin, and if so how much. Just considered -- just thinking about the 3Q NIM, all things considered, how much it could be down? I want to get a better sense for the mid-quarter cut plus what's really happened with LIBOR?

Yes. I think some of it.s in there, for example, in the investment portfolio. There are some many factors, Matt, but so for example in the investment portfolio a lot of things price off three-month LIBOR. Three months LIBOR's reacted obviously in anticipation of what's happening there. But they also don't reset on the dime. They reset every three months. So some have gone through reset, some have not. So it sort of blended self in over the course of the quarter. And then I think what you've seen on loans, non-floating loans, fixed rate loans is obviously the long end of the curve came down a while back, and it seems like it sort of stabilize at some lower levels, but obviously that compression is already [audio gap]

Our next question is from William Wallace with Raymond James. Please proceed.

Thanks. Good morning, guys.

Good morning Wally.

I'm trying to think about your portfolio and maybe what strategically be an optimal mix for you guys if you think about it just from kind of retail versus commercial perspective. It looks like all the commercial and industrial indirect loans that have runoff have kind of gone into the retail side and it look some of the other portfolios have also seen their portion of the commercial portfolios are shrinking as a percentage of total loans. Are you guys -- do you have a target strategically that you'd like to see commercial versus retail in your loan portfolio?

Yes. So I think Wally, us like a lot of other banks trying to figure out as the entry environment [ph] here changes we actually going to find some yield without taking unacceptable levels of additional risk in market given where we are in the credit cycle, which would normally order, you're out of your right to commercial lending and more into sort of your real estate classes. We obviously are struggling right with both his real estate classes now as we have the prices that we're taking about in the New York market, and yields coming in on the residential market, they've been a better of late, but I think – thinking ahead they're going to come in. Overall, I think our general strategy is not necessarily that we have a number where we want to get that direct C&I bucket to, but we would largely keep our real estate buckets roughly where they are as a proportion of the overall assets and look to continue to increase our commercial bucket with really well underwritten direct C&I loans in the verticals that we are increasingly getting comfortable with it that are in that renewable energy space and some of the other spaces that we seen with the kind of fulsome relationship that really bring very advantageous relationship to the banks. So looking at that that piece of that asset pie, if you will, to increase at the expense really of the securities bucket, I think is how we're thinking about the loans. But constantly reevaluating that to look at where yields are and coming in what the overall risk factors are. But I think the best way for think about it is the expansion of that direct C&I bucket at the expense of securities portfolio.

Okay. That's helpful. And then going back to some of your comments about some of the specialized lending that you're doing out of the West Coast region around some solar projects. Do you have at your fingertips maybe the amount of loans in the portfolio that are originated or purchased out of market versus the ones that are originated in market?

For C&I portfolio.

Well, not just C&I, I assume a lot of PACE loans and lot of the resi, solar loans were probably out of market as well. I'm just kind of curious how much of the portfolio is that of the market? And ultimately I'm curious if there's concentration in the other regions from ones that you're purchasing?

So the resi, solar and PACE loans are going to be more concentrated in California and Florida. So there's definitely geographic concentration there. The commercial loans, also top of my head, I would say, there is not any real strong legacy concentration of New Resource. But I think we do – we're less geographically constrained on relationships C&I portion of the portfolio.

Okay. If you were to exclude those solar projects that are being originated out of the West Coast office and the San Francisco market growing for you exclusive of those – that's specialty lending unit?

On the lending side?

Yes.

We're going in the commercials in California.

Okay. And then, if I heard correctly, the NIM guide includes five basis points of purchase accounting accretion in the back half of the year?

Correct.

Okay. That's all I had. Thanks guys.

Thanks Wally.

We have reached the end of our question and answer session. I would like to turn the call back over to management for closing remarks.

I just want to say thanks everybody for taking a little bit of time. We're pretty happy with the quarter, how it came out. We think it’s a continuation of the story that we been telling for the last year and that what we hope to continue to do in the quarters going forward. And I hope everybody has a nice remainder of the summer. Thanks again.

Thank you. This concludes today's conference. You may disconnect your lines at this time. And thank you for your participation.