Good day, ladies and gentlemen, and welcome to the Glacier Bancorp Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Mick Blodnick, President and CEO. Sir, you may begin.

Welcome, and thank you for joining us this morning. With me this morning is Ron Copher, our Chief Financial Officer; Don Chery, our Chief Administrative Officer; Barry Johnston, our Chief Credit Administrator; and Angela Dose, our Principal Accounting Officer. Yesterday, we reported record earnings for the third quarter of 2012. Net income for the quarter was $19.4 million compared to a loss of $19 million for the same period last year. Excluding a $32.6 million after-tax goodwill impairment charge in the year ago quarter, operating net income was $13.6 million. The rest of my discussion today and all further comparisons to last year's quarter will exclude the impact of the goodwill impairment charge. Diluted earnings per share for the quarter were $0.27, an increase of 42% over last year's third quarter results of $0.19 per share. There were no onetime or extraordinary items, nor do we have any gains or loss on the sale of investments during the quarter as core operating earnings continue to drive our results. We earned an ROA for the quarter of 1.03%, and our return on tangible equity was 10.1%. Earnings were driven primarily by a significant increase in noninterest income, which was up 10% on a linked-quarter basis and 15% from the year ago period, along with lower credit costs, as we continue to see stabilizing asset values and improvement among most of the credit metrics we track. Low credit costs are still high historically by historical standards. We believe we are positioned to take advantage of further credit cost reductions through the rest of this year and into next. In addition to record earnings, the quarter also generated record growth in noninterest-bearing deposits. We saw an 11% gain in this deposit type in the third quarter alone, as we continue to add new…

[Operator Instructions] Our first question comes from Joe Morford of RBC Capital Markets.

I would just -- a question first on the credit quality. Charge-offs down and cut in half this quarter. Can you -- do you see them going much slowed out for a prolong period of time given just the strength in underwriting the past few years? And I guess, when you think of potential for further reserve releases, do you see the provision just covering losses and not providing for growth? Or could we actually get to a point and see negative provisions or something like that?

Well, I'm not sure we will see negative provisions. I think I mentioned that the last quarter. Whether we continue -- and we didn't quite cover charge-offs. We were about $800,000 light this quarter from what we provisioned. That gap, Joe, might increase a little bit. I think your first question was whether or not this trendline of charge-offs will continue. It could fluctuate a little bit but we're starting to feel better and better that we've taken the proper march, the proper write-downs. And I'm not saying that we're going to drop in half again that this quarter we're going to be half of the $3.5 million. But I think that somewhere in this range is where probably we're going to stay now for the next, possibly, the next couple of quarters. I mean, it might be up a little bit, it could be down a little bit. But I don't see us, at least right now from what I'm -- the way I read the tea leaves, I don't see us going back to the $8 million, $10 million, $12 million. Barry, you've got a good handle on that, what do you think?

I think overall, there might be some lumps in the quarters. But overall, going through next year, our losses are going to be less than what we anticipate they're going to be this year. By how much, it's hard to say, but I -- best guess, maybe 25%, 30%. They're going to trend down.

I mean, so far, through the year, Joe, we've charged off $20 million. And again, I don't know what the fourth quarter holds. But if we're somewhere by the end of the -- no, by the end of the year in that $22 million to $25 million in charge-offs, like Barry said, I think our expectations next year are that we're not going to have $25 million in charge-offs again. Whether it's cut in half, yes, that would not be unreasonable to expect. But so maybe you could think -- and probably the way we're going to start to look at it is trying to maybe see if we can get charge-offs to be in that $10 million to $15 million range for next year.

Okay. Okay, that's helpful. And I guess, the other question is just any color on the current mortgage pipeline and mix that you're seeing between refinancings and purchase activity?

The refinances to purchase activity, last quarter, I think we started tracking this because it's very interesting to us, too, to see what kind of impact when refis go away that it's going to have on our mortgage origination fee income. In the second quarter, we had 48 -- let me make sure I've got that -- the exact number for you here, Joe. I just looked at that this morning, and in the second quarter, we had 42% purchases and 58% refis. That was in the second quarter. This quarter, we had 46% purchases and 54% refis. So obviously, the trend is going in the right direction. And a lot of it would have to do, of course now, I mean, we would hope that purchases are a little bit more solid, and what's taken place out there right now would not have a negative impact on the purchase volume, unless rates really spiked up. We can't say as much about the refinance volume. I mean, our hope, as I said in my comments, is that we would not be disappointed at all to see refinance really slow down. That was the latest quarter, mix was 46% purchases, 54% refis.

Our next question comes from Jeff Rulis of D.A. Davidson.

This is Simonas, filling in for Jeff. I just wanted to ask about the OREO expense. Was the third quarter an outlier or should -- or how lumpy is that expense going forward going to be?

Well, the write-downs -- well, total OREO expense is a little lumpy, you're absolutely right, and that was probably a little bit higher. I would not take that number as a trendline number going forward. The quarter before, we had just a little over $2 million in OREO expense. This quarter, we were up above $6 million in OREO expense. I would probably suspect -- and it's probably more of the timing. The third quarter, as I mentioned in my remarks, is a time where we oftentimes -- it's just the way it's happened over the last 3 or 4 years, we do tend to have more appraisals in that come in. We value and try to establish the marks in that at this time of year. I wouldn't expect that the fourth quarter is going to see the same level of OREO expense. But it is lumpy, so it's a little bit more difficult to say this is a downward or upward trend line that's going to be pretty consistent. It's got a lot of volatility built into it. I would just say this quarter's number was probably a little bit higher than what you could expect over -- in the fourth quarter and probably over the next couple of quarters.

And on the reserves, is there any chance that you might be charging down reserves more aggressively in the upcoming quarters because they seem kind of elevated.

Well, we're going to have to think about that. I mean, there's some pressures. I think the regulatory community likes the fact that banks are keeping their reserves higher. Arguably, I mean, I think, we know that our reserves sits as one of the highest out there. I mean, we track the number, we know where we're at compared to where the rest of the industry is. And we understand that we've built a large reserve. But I think we're just going to have to analyze it each quarter and determine what's the appropriate number. I certainly would not expect any type of a significant reserve release, though. I wouldn't bake that in. I think we feel the reserve is going to definitely cover future loan growth for quite a period of time. And of course, as I said, we may see some where it's been our strategy and our philosophy to make sure that we covered charge-offs, at least covered charge-offs the last 3 or 4 years. We may not continue to do that dollar for dollar. But I wouldn't look at any type of negative provision, at least unless something changes dramatically. Barry, you got any other thoughts on that?

From an absolute dollar standpoint, our reserve has gone down. But it's the denominator side that keeps on pushing that percentage up. So I -- we think that loan losses next year is going to be a little less. And as Mick stated, I don't think we'll cover losses at one-to-one. So on absolute dollars, it will continue to decline.

And of course, the provision accordingly, that will also decline. And so far, we've provisioned a little over $19 million. We've almost covered again -- I know if many of you on the phone heard me talk early in the year, I think I was stating that we may not be doing that. Well, here we are, 3 quarters through the year, and we've kind of done that again. But I'm not so sure that in 2013, especially with the credit trends, if they continue to demonstrate the same kind of quarterly improvement, we may back off a little bit from covering all of our charge-offs. But then we also expect charge-offs to be less next quarter -- I mean, next year. So that in and of itself would probably lower the amount of the provision.

Okay, yes, that's helpful. And lastly, on the tax rate. The past 2 quarters, you were sub-20%. What are you expecting in the fourth quarter or going forward in the tax rate?

Well, I think we've been stating over the last couple of quarters that and I think around 22% is what we've been guiding to. We don't guide that much, but I guess, we have been telling everyone that 22% is probably a good number to use.

Our next question comes from Joe Gladue of B. Riley.

My question this time -- I guess, you were a little bit hopeful going into the winter months in regards to disposal of OREO properties, more so than usual for the winter months. Just wondering if you could give us your outlook for those disposals, fourth quarter, first quarter going forward?

I'm probably just as positive as we enter this fourth quarter as I was a year ago, Joe. You never know -- as you heard me say many times, you never know until the deals get completed, and that's something Barry always talks about, too. We've seen a lot of transactions in the past blow up in their 11th hour. But we're seeing far, far less of that than we were 2 or 3 years ago. The deals that we've got right now, maybe it's a function that a lot of these credits and a lot of these properties and a lot of these assets have been written down over the last 3 or 4 years to levels that make them attractive. Maybe it's just the interest rate environment, maybe it's the fact that they feel that real estate especially is going to start to gather some traction here. Whatever the reason, Joe, I mean, we're starting to see more and more deals that there was an interest, we've been working on them, and they are getting done. And we've got a fair number, as I said in my comments, we got a fair number of transactions and deals right now that are scheduled to -- or very well could close in the fourth quarter. And again, unless they all blow up, and that has not been the case here recently, I think we're going to have some good disposition in the fourth quarter. Now it's too early to project into the first quarter, hard enough to project a quarter at a time, but -- and maybe the first quarter of the year, just like last year's first quarter, where actually, we -- I think our NPAs actually grew ever so slightly in the first quarter from where they ended the fourth quarter last year. I don't know, maybe that would be the case again this year. I kind of doubt it, but we do have a lot of things in the hopper right now. And if some of those -- not necessarily -- we wouldn't really need all of them, but if some of those, which I'm sure they will come together, we could have another nice quarter of dispositions. Barry, you got any additional color?

Yes. We have 3 large projects that have buy sells on them. And as Mick said, the buyers are real. We dealt with them, we understand them. And so we're feeling fairly confident that we will have a pretty good quarter as far as the sale of OREO.

In a few cases, Joe, we've got hard earnest money on these things. I mean, it's probably highly unlikely that those buyers are going to walk away from that earnest money. So I think we feel pretty confident that we're going to see some further dispositions and reductions.

The other thing is we just don't have anything coming in.

Yes.

That's on the drawing board. So that's been the struggle, 2 steps forward, 1 step back. But this quarter, I just don't see anything baked into the OREO portfolio.

And that's a great point that Barry makes. In this point in the cycle, it's just as important that the in-migration is very, very small because it really does and everything we do sell tends to lower the number.

Well, that leads perfectly into my next question which was, I wondering if you can tell us what the trends are in inflows to either non-accruals or classified loans relative to the second quarter?

Boy, both those trends are going downwards, they're going the right direction. I mean, our -- this was not the lowest that we've had in the last couple of years, but there was only one other quarter where we had early-stage delinquencies that were below this range. And actually, there was -- like usually happens but this time, there was one fairly large credit that just didn't get renewed and came over September 30. That thing has been renewed. I think that was $2.6 million. So the number could have even a little bit better if we would have got that one credit completed. We were just waiting on some things and it just couldn't happen. But it's been done now. So the number could have been a little bit better. That's a number we track a lot. However, we are heading into the winter months, and we do recognize that in a number of our markets, Joe, we have seasonal employment. I mean, when you got the 2 large national parks and you've got a big huge tourist industry, I mean, there are some layoffs. And historically, that third quarter has been one of the best quarters for early-stage delinquencies. We would expect that maybe in the fourth quarter but primarily in the first quarter, that we could see it tick up, as I said in my remarks, in those 30- to 89-day delinquencies begin picking up to a much lower level than what we saw in the past.

Okay. And I'll ask just one more. Just wondered if you could give us your outlook and what you're seeing in regards to M&A opportunities?

All I'm going to say there is the activity has been -- has picked up quite a bit.

Okay. All right. Any comment on seller expectations? Are they getting more realistic?

I believe so. Clearly, I think that's going to be the key. We are in a new -- I think we're in a new day and age, and I think that's going to be the key as to just how many deals do get done is it's going to really fall back on sellers' expectations. And it appears that from some of the deals that I've seen around this part of the country, of course, every deal if different. But I think that it's starting to settle in. And I think a lot of this has to do, though, with not just sellers' pricing expectations, but I think sellers are looking at the tea leaves and saying, wow, if I have to put up with 3 or 4 more years of this interest rate environment, if I have to put up with 400 new rules coming out of Dodd-Frank, if those are the environment that I've got to work with and if I've got in -- on top of it, if there's some fee income that I traditionally had that's going away, maybe there's a lot of other reasons as to why we need to align ourselves or look for a strategic partner. So a lot of different reasons for individuals, the age sometimes of boards, the management teams clearly plays a part in that. So we'll just see. But I mean, bottom line is I think the activity level has picked up.

Our next question comes from Jennifer Demba of SunTrust.

Mick, I think my questions have actually been asked.

Our next question comes from Brian Zabora of Stifel, Nicolaus.

My question on OREO again. Last year, in the fourth quarter, you saw an uptick, and it was partially due to the timing of exam cycles, and you're getting updated appraisals for those exam cycles. Has the timing changed with the collapsing of charters, and did you do more updated appraisals in the third quarter as compared to last year?

Exactly. That's exactly what we did. The timing is different now with just the one exam. So I mean, we -- we've had all of our external credit reviews. We've had numerous appraisals, and that's all done in advance of an exam, that now with just the one is going to be a little bit earlier than what we would have experienced last year when we were still having 11 of them. I think you hit the nail right on the head, that's exactly what pushed some of these into the third quarter. Any other color, Barry?

No, with a single charter, it's -- the examination is scheduled in the fourth quarter. So in preparation of that, we did update all of our values of both on OREO and impaired loans. And it also -- I think we've got a little somewhat aggressive on OREO write-downs in anticipation of that to reduce classified assets. So, yes, it's a good point.

And then, Mick, you mentioned, construction lending, you're seeing some demand. Which markets do you see maybe better demand in your footprint and can you size the opportunity?

It's -- we're seeing definitely some construction opportunities. I just read last night what -- I wish I had it. I should have brought it in here today, but I read one economic report last night that talked about housing and how based on the current workforce in the country versus the level of housing that we've worked ourselves down to, it wouldn't take -- it's not a major stretch to expect that housing starts and housing construction over the next couple years is going to heat up. I think that -- I was talking with Barry and that's -- Barry was the one who kind of gave me the fact because he's talking to all of our banks all the time that he started to see more and more construction projects out there. I don't know if I would say that -- well, it's Boise now, Boise is going gangbusters or it's Western Montana. I think it's just a little bit better in a lot of our markets, probably the way I would describe it. I can't think of one market that has just really accelerated. Are you seeing anything like that? I don't believe so.

No. It's pretty much across the board. As far as product going, we are seeing some health care, some assisted living centers, some hotels. And then we're seeing some...

1-4.

1-4, and we're seeing some commercial warehouses and transportation facilities, a few things like that, that -- and so there's not any one area that's really standing out. But across the board, we are -- we have some commitments out there to fund some construction loans. Those will start drawing down this coming year. Most of these projects are anywhere from 120 to 180 days in funding times. So I anticipate our construction loan on totals this coming quarter and early next year will continue to grow.

Okay. And my last question on FHLB borrowings, if you continue to see strong deposit growth, do you plan to take some of that down or do you want to keep some type of a level of a little bit longer-term funding?

Ron, you want to answer that?

Yes, we have drawn it down, it's in the press release, that will demonstrate that. And so as Mick alluded to, those deposits still come in, the banks continue to make those efforts until the mix of that is largely driven by certainly costs. And Mick again said that there wouldn't be too much more reductions. And so we opportunistically look for opportunities to extend. And over the past several quarters, certainly last year, we talked about extending with borrowings at the Federal Home Loan Bank in relation to the -- some of the munis that we put on that were longer dated. And that was just to manage interest rate risk. So it's not that we have any definite one goal, it depends on what the opportunities are and our desire to manage our interest rate risk.

Our next question comes from Daniel Cardenas of Raymond James.

Most of my questions have been asked. Just a couple of quick ones. I know it's early, Mick, but can you maybe give us a quick update on the charter consolidation and if you're beginning to see the benefits you hoped you would see from it?

You bet. Yes, I mean, every day, we stumble or we explore or we discover something that we could do just a little bit differently. I think if you talk to the banks, I think that the time that they're committing now to growing their franchises and growing their banks is increased exponentially. I think it doesn't show up necessarily so much in the loan growth. I think there's other factors, Dan, at work there. I mean, we'd have a lot of looks at a lot of things. And ultimately, either got out bid or decided that's just not what we're going to do, we're not going to go there to get that deal at that kind of pricing or those kinds of terms. On the deposit side, I mean, we are -- those banks are doing an incredible job. I think it's also allowed them, as I said in my remarks, to focus on their operating expenses. Doing things that, with the 11 separate charters, they have not been able to spend the same amount of time focusing on the business, focusing on their earnings. Instead, having to focus too much on regulatory compliance issues, accounting compliance issues, those are things now that we're doing more centrally. I think we're much more efficient and proficient at doing that than we used to be. But clearly, there are some expenses that we're seeing. I'm noticing that a number of the banks' FTE counts are moving in the right direction. I also really believe that as we get a little bit further into this that there will be some additional hard dollar savings from some of our consultants, some of our business partners. And we're working on those right now, and we would expect that we're going to see some more…

And then just quickly, I mean, you had indicated earlier, activity is picking up on the M&A side. Perhaps it's a bit early for this as well, but I mean, when you're talking to potential acquirers, when you're looking at consideration, is it still mostly for -- are they looking for stock, or is cash king right now?

It appears to be all over the place. I just can't pin one trend down there, Dan, or I'd be probably lying to you. I think just in very general terms, I think that in discussions that I've had throughout this year, our stock is something that is highly valued and highly sought after. And maybe part of that is because of the consistency over, like I said, 110 quarters with the dividend. The fact that the dividend, especially in this interest rate environment, is extremely attractive. Maybe it's just the consistency of the company through these hard times in that. But it appears as though for us that leaning, I would say, of all the discussions I've had, the leaning tends to be more on the stock side. I think there's also one other thing there, Dan, and that is that I think people recognize that the liquidity built into the stock and even for those individuals that want a tax free exchange initially but then I think in the back of their minds, they always recognize, hey, if I've got to get cash, I can get cash. This is a very, very liquid stock.

Our next question comes from Fred Cannon of KBW.

Most of my questions have been answered, but I did have one on the securities portfolio. You gave great detail on the prepayment accelerations and the effect on the margin. On the securities portfolio, though, I know on the -- in your press release that you have about 96-basis-point yield on the $2.6 billion of taxable securities you currently have. Given what you're discussing, I wouldn't think necessarily that what you're reinvesting that it in would be much above 100 basis points at this point in time. Is that fair, given that you don't want to take duration risk?

Yes, yes, that's -- Fred, that's absolutely the case. I mean, Fred, we're at with the lack -- our focus on not taking the duration risk, you're right there, right around 1%.

Okay, that's great. Tough interest rate environment.

Absolutely.

Our next question comes from Brad Milsaps with Sandler O'Neill.

Just a quick follow-up on expenses. You guys always do such a great job on keeping a very tight lid on operating costs. But just look at the personnel. One item, it looks like you're to be maybe $10 million year-over-year, and I know a lot of that is driven by the mortgage banking. I was just curious if you could sort of break that down, as you see refi volumes declines. What would be your outlook on the personnel side of things?

I don't have the exact specifics, I can certainly give those to you at a later time. A majority of the increase, as I said in my comments, was related to the commissions paid. If refinanced volumes -- it's hard to -- it's really hard to determine because in a perfect world, and maybe this would never happen, but in a situation or in an environment, Brad, where we gained a lot of purchased volume going forward for whatever reason, even though we dropped some refinance volume, that would not necessarily slow down that commission expense. Where if we -- if refis do come to an end and as a result, not only did refinance come to an end but purchase volume is following right along with it, then I think you would see a pretty significant drop in compensation expense. But in addition to the mortgage origination commissions, although the bulk or a majority of it, that was not the only thing that led to higher compensation. Of course, every year, you have some level of merit raise. I mean, merit raises like most other banks, we've done the same thing the last couple of years. And 2012 over 2011 probably saw some additional increase that maybe would not be resident in 2013 because we had a couple of our banks or -- and their boards a couple of years ago when things were not going well, they made some tough decisions, and they did some things with their commissions. And they brought those -- and not the commissions, but I mean -- sorry, I meant their compensation. But they ended up bringing some of those back in this in 2012, which led to a little bit of a spike over 2011's numbers. We're not going to see that…

And at this time, I'm not showing any further questions in the queue.

Okay. Well, very good. Thanks, everyone, both for your attendance this morning and those individuals with your follow-up questions. If you have any other questions that come to mind, by all means, give me a call. But with that, we'll close down the call, and I'd like to wish each and every one of you a great weekend. And thanks for joining us this morning. Bye now.

Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day.