Susan Blair - EVP, IR George Gleason - CEO

Jennifer Demba - SunTrust Robinson Humphrey Michael Rose - Raymond James Brian Zabora - KBW Research Peyton Green - Sterne, Agee Brian Martin - FIG Partners

Good day, and welcome to the Bank of the Ozarks Incorporated First Quarter Earnings Release Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference call over to Susan Blair. Please go ahead.

Good morning. I'm Susan Blair, Executive Vice President in charge of Investor Relations for Bank of the Ozarks. The purpose of this call is to discuss the Company's results for the quarter just ended and our outlook for upcoming quarters. Our goal is to make this call as useful as possible in understanding our recent operating results and outlook for the future. To that end, we may make certain forward-looking statements about our plans, goals, expectations, thoughts, beliefs, estimates and outlook, including statements about economics, real estate market, competitive, credit market and interest rate conditions, revenue growth, net income and earnings per share, net interest margin, net interest income, noninterest income including service charge income, mortgage lending income, trust income, net FDIC loss share accretion income, other income from loss share and purchased non-covered loans, and gains on sales of foreclosed assets including foreclosed assets covered by FDIC loss share agreements, noninterest expense, our efficiency ratio, asset quality and our various asset quality ratios, our expectations for net charge-offs and our net charge-off ratios, our allowance for loan and lease losses; loans, lease, and deposit growth, including growth in our legacy loan and lease portfolio through 2014; growth from unfunded closed loans; and growth in earning assets in 2014, 2015 and beyond; changes in expected cash flows of our covered loan portfolio; changes in the value and volume of our securities portfolio; conversion of our core banking software, the opening, relocating and closing of banking offices; our expectations regarding recent and pending mergers and acquisitions and our goals for traditional mergers and acquisitions in the future; changes in growth in our staff, including our plans to build our corporate loan specialties group team and add new lease originators; other opportunities to profitably deploy capital; and our goal of improving on our 2013 earnings in 2014. You should understand that our actual results may differ materially from those projected in the forward-looking statements, due to a number of risks and uncertainties, some of which we will point out during the course of this call. For a list of certain risks associated with our business, you should also refer to the forward-looking information caption of our periodic public reports, the forward-looking statements caption of our most recent earnings release, and the description of certain risk factors contained in our most recent Annual Report on Form 10-K, all as filed with the SEC. Forward-looking statements made by the Company and its management are based on estimates, projections, beliefs, and assumptions of management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise. Any references to non-GAAP financial measures are meant to provide meaningful insight and are reconciled with GAAP in our earnings press release. Now, let me turn the call over to our Chairman and Chief Executive Officer, George Gleason.

Good morning and thank you for joining today's call. We are very pleased to report our excellent first-quarter results. Before we get into our usual details, we want to make a couple of general observations. First, in our January conference call, we reminded our listeners that in most years the first quarter is a seasonally challenging quarter and we pointed out that we expected those seasonal challenges to be amplified in this year’s first quarter due to the number of staff additions associated with the expansion of our origination teams in Real Estate Specialties Group, community banking and leasing, as well as the addition of our Corporate Loan Specialties Group. You can see the effect of those staff additions in our first quarter non-interest expense, but you can also see some early signs of the benefit of these staff additions in our first quarter growth in loans and leases. Second, our results for the first quarter of 2014 include three significant unusual items. Because of the very good work done by both sides in our Bancshares and Omnibank acquisition in Texas, we ended up with a better than expected tax exempt bargain purchase gain of $4.7 million on the closing of that transaction. Offsetting that to some degree were after tax acquisition related expenses of approximately $0.4 million. Finally, on the last day of the first quarter we signed our contract with our new core software provider and issued contract termination letters to our existing core software providers. We incurred significant charges for early termination of our existing contracts and these charges reduced our first-quarter earnings by about $3.1 million after taxes. We expect to implement this new core software in a series of four conversions starting in August of this year and concluding in the first quarter of 2015.…

Thank you. (Operator Instructions). And we’ll take our first question from Jennifer Demba with SunTrust Robinson Humphrey.

Your provisions and net charge-offs were obviously unusually low this quarter. Do you think that’s sustainable over the next few quarters or what are you seeing in general on asset quality terms?

Well, Jennifer obviously a 2 basis points charge-off ratio on legacy loans is very low and 5 basis points in aggregate is very low. I don’t know if that particular number is sustainable but from we sit today, I would expect that our charge-off ratio on both metrics for the full year of 2014 would show a noticeable improvement from 2013, even through 2013 was an excellent set of numbers. We’re feeling very good assets quality at this point.

George, what do you think will occur once Fed funds start to go up in terms of your net charge-off rate? Do you run a lot of sensitivities?

Yes, we stress particularly all of our larger loans and most of our smaller loans that are variable-rate loans. Looking at what happens to the debt service coverage almost credit as rates rise 100, 200, 300, 400 and 500 basis points and the vast the majority of loans that we originate still generate positive debt service coverage and of 500 rates an area. We have a few that we close and originate that maybe a 0.97 or 0.99 in an up 500 basis point scenario. But we get comfortable closing those loans based on the liquidity and financial strength of the guarantors and credit enhancements in those transactions. So yes, we are very focused on the fact that we think rates are going to rise substantially in coming years and we’re stress testing the portfolio at an individual loan level basis based on that assumption.

And we’ll take our next question from Michael Rose with Raymond James.

You spent some time obviously talking about some of the new initiatives. I wanted to a sense if you can quantify how much of the new initiatives contributed to the growth this quarter and then to the unfunded balance of closed loans or if that just relates to the Real Estate Specialties Group?

Let me give you some details. Of our loan growth in the quarter $111 million came from Real Estate Specialties Group, $7 million came from Corporate Loan Specialties Group, $7 million came from leasings, $21 million came from community banking. The growth in our bond portfolio, we had about $18 million growth in our investment portfolio. $7 million of that was a result of additional bond purchases and we find occasional bonds that we think have relative good value and make sense. So we were able to actually buy a few more of those. The other $11 million just came from a positive swing in the mark-to-market adjustment on the portfolio from year-end. So all five of our growth engines contributed. As I said, Real Estate Specialties Group was the dominant force there, contributing roughly two thirds of the overall growth in earning assets. Community Banking provided a solid second, compared to its results in recent years. And the other guys all put up some positive scores as well. Now your question was, how much of that is really coming from new hires, and say our Houston office and our LA office, that were new in the quarter and addition of lease originators; very little of it came as a result of staff additions that we made in Q4 and Q1. I think those are going to be a significant source of contributors, but for example in leasing, most of that $7 million in growth was done by originators we already had on staff earlier and not by the guys that we hired in late December and then subsequently in January and February. Although I think they will be good contributors to future growth, they didn’t really get much on the board in Q1. Corporate Loan Specialties Group got on the board with $7 million, but that’s a small sum. I think, that will increase. And I think some of the initiatives we’ve implemented in community banking will lead to more growth in later quarters. So I think we saw, as I said in my prepared remarks, early signs of the expansion of this origination teams, but I think much more will be evident in the future quarters.

And then as a follow-up, obviously the Bancshares deal closed this quarter. Their margin was quite a bit lower than where yours is today. I wanted to get a sense for how much of the margin decline this quarter could be attributed to them, given the early March closing?

None. None is attributed to them. In fact, they were slightly accretive to our margin on -- based on the valuations we put on those assets on day one in the transaction. So that was accretive about 3 basis points for the quarter. And of course we only had about 3 weeks impact on it. So as we spread that over a four quarters impact, that should help us with net interest margin in Q2 and following.

Okay, and then any update on your most recent acquisition, and it is that still on track to close this quarter?

Yes. It is on track. We have effectiveness of our registration statement. We have received FDIC and Federal Reserve approval. The State Banking Board that has to approve the transaction meets April, this Thursday, meets this week at a meeting that they’ve called to consider that. We expect no problems there. Proxies have been sent out. Shareholder voting is coming in on the transaction. We expect tentatively to close that transaction on May 16, right on the earliest possible timeline, we indicated in our earlier guidance on that. So all that seems to be proceeding very well.

And we will take our next question from Brian Zabora with KBW.

Just a follow up question on the loan discussion. The yields on the originator portfolio was down about 30 basis points in the first quarter compared to fourth. I know in the fourth quarter there were some unusual benefits but maybe just talk about what you saw in the first quarter. Is that an indication of loans pricing pressures and could we see kind of further decline going forward?

While, I think you observed and we commended in the January call that we got a lift in net interest margin in Q4 compared to Q3 of last year because of some unusual items. You know we have yield maintenance on certain loans and prepayment penalties, and we have -- at the end of last quarter here we had about $4.2 million of net deferred credits. We defer all fees on loans and we defer origination cost and the fees, we got about $4.2 million more in deferred fees and deferred origination cost. So prepayments of loans drop those deferred fees and deferred cost into income yield adjustments. There was quite a bit of that sort of plugs in Q4 and we commented on that. That did contribute to unexpected upturn in margin in Q4. So we gave that back in Q1, not unexpectedly and because of competitive pricing environment, did give up some more margin. If we only hit our minimum $600 million growth number for the year, we think our guidance we gave in the January conference call is still good for 2014. If on the other hand we exceed that in a meaningful way, obviously new loans we’re booking are generally at somewhat lower yields than the loans that are rolling off the books and new loans in larger volume dilute down the higher yielding covered loan components of the portfolio. So exceeding the $600 million growth by a meaningful number would further dilute margin. And we’ve discussed this for a long time that there is a tradeoff. The more growth we get in this environment, the more it’s going to tend to dilute margin down. We would love to have a lot more growth and suffer a little more dilution in margin. Last year in the January call, we gave guidance for the year based on $360 million in growth. We said in that January 2013 call that we would have five more basis points of margin dilution if we had another $120 million in growth. We actually exceeded that $120 million of additional growth by a small margin, $40 million or $50 million I think and suffered the full 5 basis points of additional margin dilution as a result of that. So similarly this year if we get more growth than the $600 million minimum, which seems like a very appeasable outcome given the excellent growth in Q1, we would suffer a little more margin compression likely than what we described in the first quarter.

That’s very helpful. And then may be just on the core systems the new core systems, can you just talk about -- is there increased capabilities or maybe what the potential is for maybe some revenue potential with this new system along with the cost savings that you outlined starting in 2015?

Yes, we believe that -- let me give you a little color first on the selection process. I mentioned in the call just briefly that more than 60 members of our team participated in this process and what we did is we invited in the three vendors, who each had a possible solution to our core software. We provided each of those three vendors and gave them two days with our 60 person team to just ask questions about our business and our processes and our needs and so forth. So we didn’t ask any questions for two days. They got to ask all the questions. Then after they thoroughly evaluated what our needs and current capabilities and systems were and so forth, business processes and all, they went back and developed a presentation and a proposal; took them about 30 days each to do this, to address how their system would meet our needs and then they came back and had two days of meetings with all of our staff on those and did that in large groups and then broke down into subgroups. And in that two days our guys got to ask all the questions. They didn’t get to ask any questions. So we scored every one of the vendors that presented based on how their system met our requirements, did it exceed our requirements, what their industry thought leadership was, what their level of professionalism was and the relative degree of quantum leap and technology for us, for both our internal and external users of our software. We had each of our 60 members assigned numeric grades based on a scoring system we developed for each vendor in that regard. And then we looked at those grades based on each of the three vendors, based on…

(Operator Instructions) We will take our next question from Matt Olney with Stephens.

Hey George, it’s actually Tyler in for Matt. With the five years expiration of the loss share coming up in early 2015 on a few of your failed bank acquisitions, how should we be thinking about the associated fee income and covered loan run-off in 2015?

Well, what I would suggest you do is take our covered loan run-off history, look at that and you can sort of extrapolate that number forward would be my best guess. Now that’s going to tail-off at some point because we have got basically one year to go on our shortest bank, two years and a fraction to go on our longest banks on the 4-15b loss share, the commercial asset loss share. But the 4-15a, the residential parts of that, we’ve got six years and seven years roughly to go on those banks. So there is a lot of clock left on the residential part and not insignificant. We got 20% to 40% of the clock left on the commercial part still. So we still got a lot of time to resolve these assets and we’re doing a great job doing that and we don’t see any problem with clock running out and leaving us in a jeopardous situation on any of these assets. But yes, the portfolios are running down. They are going to continue to run down. I think that rate of rundown diminishes the cost. We get a lot of the B stuff out and we get down to the A assets that are longer lived assets. The FDIC receivable is running down. That’s going to continue to rundown. So the accretion income with that will continue to rundown. But the flip side of that is, while we are losing a lot of those loss share assets, we are making additional acquisitions and we’re adding very good yielding assets and much higher quality assets in those acquisitions. So we think we’re well positioned to manage part of our business, the loss share part of that business running off and replacing it with other business that will let us continue to put up a very positive earning strength.

Thanks, George that’s helpful. And then secondly, do you have the mortgage production amount and then the refi versus new purchase mix in 1Q?

Yes, we had $38.8 million of originations and 73% of that was purchase and 27% of that was refis. And I don’t have last year’s numbers but I would guess that the purchase refi percentage is probably about flipped from last year.

And we’ll take our next question from Peyton Green with Sterne, Agee.

I was just wondering if you could reveal who your new systems provider was going to be.

Fiserv Premier

Okay. All right. And then with regard to -- I apologize if I missed this earlier, but maybe your outlook -- just as you talk to customers and are involved in the underwriting process, how do you see activity today -- in customer outlook today compared to six months ago or even a year ago? Has there been any lift or is it just you all getting more opportunities to sit down at the table?

I think it’s a combination of those things. I think we’re getting a lot more opportunities to sit down at the table but in talking with our customers, talking with our lenders, interacting with various people in the markets that we’re in across the country. I think there is a slightly more positive outlook in pretty much everyone’s perspective. Nobody’s under the delusion that the economy is great or is getting a lot better a lot faster but I think as we suspected it would for several years it’s getting better and it’s getting better slowly and it’s not an overwhelming sort of thing. But yes, I think the tone is just slowly getting a little bit better as we go forward. And I would tell you in some of our loss share markets it’s getting a lot better because those guys hit bottom, hit hard and a lot of them have laid at the bottom for a long time. And some of those markets, not all of them but some of those markets, the surplus capacity and inventories of houses and lots and so forth are beginning to get absorbed now. There are places in Georgia where there are enough lots to last the next 150 years and so forth. But there are a lot of markets also where inventories have really kind of run down to normal levels and production of new inventory is back in vogue. So I think the economy is getting a little bit better and we expect it will continue to just slowly get better.

Okay. Then in terms of covered OREO, I know there’s been some lumpiness to timing of sales and the like. Would you expect both second and third quarter to be maybe a little more active?

I would. We talk about seasonality of our business and a lot of that seasonality is driven by weather. And I think certainly we had tough weather and that’s just part of Q1 and our Q1 OREO sales were much less than what I would expect we would average on a quarterly basis this year and you saw that in the gain on sale number, which was under $1 million slightly. And we would expect that gain on sale number our volume of sales and the reductions in those portfolios to be more significant in Q2 and Q3 than they were in Q1.

Okay, great. And then last question, any -- do you still see M&A as a bigger opportunity than it has been or what are you seeing on the M&A landscape?

As I said, we’re optimistic we’ll make additional acquisitions including we would hope another additional acquisition or two in the current year. So we’re actively engaged in that. We think it continues to be a significant area of opportunity. I this Omnibank transaction we closed this quarter, it’s obviously really nice deal and it generated enough gains for us to more than offset all of our charges for our new software conversion. That was a great outcome and coincidently and nicely happened to all fall in the same quarter. And I think the run rate, the future performance of that bank, the potential that affords us in Houston, Austin and San Antonio is going to make the day one impact of that which was very nice just seem pale and insignificant. Those are great markets. The Summit acquisition here in Arkansas as we‘ve commented previously we think is just a hand and glove sort of fit with our franchise and we think that’s going to be a very positive acquisition. I need to find more Omnis and more Summits that our transactions that are as meaningful to us as we think those transactions are going to be.

We’ll take our next question from Brian Martin with FIG Partners.

Hey, George can you just talk about the total staff you’ve added recently and I guess what are the needs still remaining, just kind of the impact of expenses prospectively. I guess is it much less or significant going forward? It sounds like the leasing area is an area you’re focused, but probably the level of staffing. And just kind of ramp up, where else are you still [indiscernible] I guess, if you will?

We’ve got at all points in time some unfilled staffing requisitions that we are looking for talent. But the vast majority of the ads are going to significantly affect our cost, relate to some staff additions in Real Estate Specialties Group, where we beefed up our legal team, our serving asset management teams in Dallas and our origination teams, which we added in LA and enhanced a little bit in New York and then our Cooperate Loan Specialties Group where I have still got a few team members to add. But most of what we needed to add is going to be added. Now as my leasing originators -- I think we are three in December and a few more in January, February and March, as those guys kind of kick in, we’ll add some more lease originators over the course of the year, but they have - the heavy increment of cost is pretty much reflected in our Q1 numbers.

Okay. All right maybe I missed this, but just jumped over the margin if I may, if you gave any color on, some of your margin outlook and just kind of the impact that some of it may have to and then kind of secondarily, as rates head higher, just kind of wondering how you’re thinking about stress testing the cost of funds and if it’s still kind of your outlook that it’s a minimal impact to that cost of funds, if can we spin off base offices [ph] or whatnot?

Yes, well, I’m not going to give any guidance on summit, but I’m not going to really know exactly how that’s going to play out until we complete our final valuation on all their assets and we’re scheduled to do that the first two weeks of May. We’ve got all of our asset valuation teams gearing p and ready to go down there and spend two weeks valuing every individual asset and their portfolio. So we will do that first two weeks at May in anticipation of a May 16 tentative closing date on that transaction. So I’m not quite sure how that does play out. As far as our ability to spin up offices and grow deposits as needed with minimal impact on our cost to interest bearing liabilities, yes, I think that is very achievable and we’re pretty optimistic about that just because of the tremendous progress that we’re having in growing deposits without raising rates or spending anything. We added almost -- excluding acquisitions we added almost 2,000 net new checking accounts in the quarter just ended and if you look at our mix of deposits, our non- interest-bearing deposits jump from just over 20% to almost 23% of deposits in the first quarter. And our total non-CD deposits jumped from 75.9% to 78.8% in the first quarter. So our costly CD part of our deposits went from little over 24% down to just a little over 21%, dropped about 3 points in the quarter. So we’re having really good success continuing to improve the mix of the deposit base and continuing to grow a lot of checking accounts. So I think -- and we’ve got a lot of cash. So I think we’re in really good position to achieve significant balance sheet growth in loans funded with existing cash, funded with incrementally grown deposits without making much of a dent at all in our cost to funds. I said last year, I think we were 23 basis points cost of interest-bearing deposits in Q2 of last year. We’ve spun up some offices and went to 22 basis points in Q3 and Q4 of last year. I think we were flat, Greg in Q1. So we were flat in Q1 and we’ve achieved substantial deposit growth of the tasks we wanted in those periods. So we feel pretty good about that.

Okay. And then may be just two last housekeeping. One, on the loan growth, the real estate loan growth, what was the mix of that between kind of construction and commercial real estate this quarter? Was there any significant climb one way or the other?

Yes If we -- if you look at last quarter residential 1-4 were up $3 million, CRE was up $40 million, construction and development was up $74 million, Agra real estate was down $1 million, multifamily was down $13 million, CNI was up $13 million, consumer was down $2 million, leasing was up $7 million, Agra and non-real estate was down a $1 million or $2 million and the other category was up about $37 million.

And just your thought on the credit - I guess your credit metrics and the slight uptick. I mean the OREO that sits out there today, I guess maybe - what’s your expectation as far as seeing that move out in a relatively short period of time. Would that be your thought at this point?

It’s our hope. That’s what we’re working for every day. The increase in the OREO, the non-loss share OREO was virtually all attributable to OREO we acquired in Omnibank acquisition. I think our legacy bank, the Ozarks OREO actually went down slightly less than $1 million, but we had a net decrease in our legacy OREO. So all of the increase in non-covered OREO plus a little bit was attributable to OREO acquired in the Omnibank acquisition and they don’t have -- I think they’ve got about seven or eight pieces. One of them is a fairly substantial piece in Austin and they’ve got things working on several of those. So we’re hopeful that will whittle that back down to kind of our level that we were at the end of the year over the next several quarters. And then the growth in nonperforming loans is primarily related to one credit here in Arkansas that went nonaccrual. We think that customer has got a plan to get that caught up and return to accruing status. We’re monitoring that real closely but that’s really a single Arkansas related credit that really moved that ratio. So if you look at the details of it, there is nothing significant going on there and certainly the overall and the best metric of credit quality in my view is net charge-offs and that number pretty much says a lot.

(Operator Instructions). At this time, we will now hear from Blair Brantley with BB&T Capital Markets. And it appears Blair had disconnected. And we have no further questions in queue.

All right, if there are no further questions at this time, thank you very much for joining the call. We appreciate your interest in our company and we look very forward to talking with you in about 90 days. Thank you very much. Have a great day.

That does conclude today’s conference. Thank you for your participation.