Edward Robinson McGraw
Analyst · Jefferies. Please go ahead
Thank you, Kevin. Good morning, everyone. Welcome to our third quarter 2015 conference call. During the third quarter, we completed our merger with Heritage Financial Group, along with related systems conversions and are well on the way to finalizing our integration. This, coupled with strong loan growth, improvement in our funding base and a company-wide focus on achieving excellent profitability metrics resulted in an exciting quarter for Rensant. In addition, last night we announced the signing of a definitive merger agreement to acquire KeyWorth Bank, headquartered in Johns Creek, Georgia. Looking at our third quarter results, net income was $16.2 million or basic and diluted EPS of $0.40, as compared to $15.5 million, or basic and diluted EPS of $0.49 for the third quarter of 2014. During the third quarter of 2015, we incurred pre-tax merger expenses related to the Heritage merger of approximately $7.8 million, or $5.2 million on an after-tax basis, which equated to a reduction of $0.13 in basic and diluted EPS for the third quarter of 2015. Excluding merger expenses, net income was approximately $21.4 million or $0.53 per share. For the third quarter of 2015, our return on average assets and return on average equity were 81 basis points and 6.28% respectively. Including merger expenses, our return on average assets and return on average equity 1.07% and 8.28% respectively and return on average tangible assets and return on average tangible equity were 1.14% and 14.95% respectively for the third quarter of 2015. Total assets as of September 30, 2015, were approximately $7.9 billion, as compared to $5.8 billion at year end. The Heritage acquisition added approximately $2 billion in assets. Total loans, including loans acquired in either the Heritage merger, the First M&F Corporation merger or in FDIC-assisted transactions collectively referred to as acquired loans, were approximately $5.3 billion at September 30, 2015, as compared to $4 billion at year end, and $4.04 billion on a linked-quarter basis. The Heritage acquisition contributed $1.1 billion in loans at acquisition day. Excluding acquired loans, loans grew approximately $340 million, or 13.9% annualized, to $3.6 billion at September 30, 2015, as compared to year end, and increased approximately $199 million or 20% annualized from $3.4 billion on a linked-quarter basis. Breaking down loan growth on an annualized basis, when compared to the previous quarter, excluding loans acquired in the Heritage merger, our central region which consists of Alabama and Florida, grew loans by 22%. Our Western region which is Mississippi, increased loans by 13% and our Northern region, which is Tennessee, grew loans by 14% and in our Eastern region, which is Georgia, we grew loans by 26.7%. Looking ahead, our loan pipelines remain strong. We continue to see opportunities for growth throughout all of our markets for the remainder of 2015. Total deposits were $6.2 billion at September 30 of 2015, as compared to $4.8 billion at December 31, 2014, and $4.9 billion on a linked-quarter basis. Heritage contributed total deposits of $1.4 billion. Non-interest-bearing deposits averaged approximately $1.3 billion, which represents 20.4% of our average deposits for the third quarter of 2015, as compared to $896.9 million, or 18.7% of average deposits for the third quarter of 2014. Our cost of funds was 33 basis points for the third quarter of 2015, as compared to 47 basis points for the same quarter in 2014. At September 30, 2015, our Tier-1 leverage capital ratio was 8.94%, our Common Equity Tier-1 based capital ratio was 9.82%, our Tier-1 risk-based capital ratio was 11.32%, and our total risk-based capital ratio was 12.05%. Our tangible common equity ratio stands at 7.40% at quarter end. All regulatory capital ratios continue to be in excess of regulatory minimums required to be classified as well capitalized. Net interest income was $68.7 million for the third quarter of 2015, as compared to $50.5 million for the third quarter of 2014, and $51.7 million on a linked-quarter basis. Net interest margin was 4.09% for the third quarter of 2015, as compared to 4.12% for the third quarter of 2014, and 4.17% on a linked-quarter basis. Additional interest income recognized in connection with the acceleration of pay downs and payoffs from acquired loans increased net interest margin by 4 basis points in the third quarter, as compared to 28 basis points on a linked-quarter basis and 11 basis points in the third quarter of 2014. Non-interest income was $32.1 million for the third quarter of 2015, as compared to $22.6 million for the third quarter of 2014, and $22.9 million on a linked-quarter basis. The increase in non-interest income is primarily attributable to the Heritage acquisition and its mortgage operations. Non-interest expense was $76.1 million for the third quarter of 2015, as compared to $48.2 million for the third quarter of 2014 and $51.2 million on a linked-quarter basis. The increase in non-interest expense, when compared to the same period in 2014, as well as on a linked-quarter basis was primarily due to the expenses of acquired Heritage operations as well as merger expenses incurred during the quarter in connection with the Heritage acquisition of $7.8 million. At September 30 of 2015, total non-performing loans which are loans 90 days or more past due and non-accrual loans were $47.2 million and OREO was $36.3 million. Our non-performing loans and OREO that were acquired were $32 million and $22.4 million, respectively, at September the 30, 2015. Since the acquired non-performing assets were recorded at fair value at the time of acquisition or subject to loss-share agreements with the FDIC, which significantly mitigates our actual loss, remaining information in this discussion on non-performing loans, OREO and related asset quality ratios excludes these acquired non-performing assets. Our non-performing loans were $15.2 million as of September 30, 2015, as compared to $20.2 million at year end. Non-performing loans as a percentage of total loans were 42 basis points at September 30, 2015, compared to 62 basis points at year end. Annualized net charge-offs as a percentage of average loans were 4 basis points for the third quarter, as compared to 50 basis points for the third quarter of 2014. We recorded a provision for loan losses of $750,000 for the third quarter of 2015, as compared to $2.2 million for the same quarter in 2014. The allowance for loan losses totaled $42.1 million or 1.2% of total loans at September 30, 2015, as compared to $42.3 million or 1.3% at year end. Our coverage ratio, or allowance for loan losses as a percentage of non-performing loans, was 277.2% as of September 30, 2015, as compared to 209.5% at year end. Loans 30-to-89 days past due as a percentage of total loans were 23 basis points at September 30, 2015, compared to 32 basis points at year end. OREO was approximately $14 million at quarter end, as compared to $17 million at year end. OREO in the contract to sale at quarter end was $1.4 million. Total OREO loans, which includes acquired loans is $2.2 million. Before we take questions, I’d like to – in my prepared remarks, we discussed previously mentioned proposed merger with KeyWorth Bank. KeyWorth operates six offices in the Atlanta metropolitan area and as of June 30, 2015 it has approximately $400 million in total assets, which includes approximately $250 million in total loans and approximately $340 million in total deposits. When completed, we expect the transaction to enhance Renasant’s existing presence in the northern suburbs of Atlanta Georgia by giving approximately $1 billion in total assets and 26 total offices. KeyWorth Bank has a high-quality commercial bank with a strong credit culture and an attractive customer base. We believe this combination will be additive to Renasant’s growing Georgia franchise and will provide us with additional scale and accelerate opportunities to attract commercial banking expertise in the Atlanta market. According to the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, KeyWorth shareholders will receive 0.494 shares of Renasant common stock for each share of KeyWorth common stock. Based on our 20 day average closing price of $33.38 per share, as of October 2015, the aggregate deal value is approximately $58.7 million or $15 per share. The transaction is expected to be immediately accretive to Renasant’s estimated earnings and tangible book value per share and it has an IRR which exceeds our internal ratios. The acquisition is expected to close in the first quarter of 2016 and is subject to KeyWorth shareholders approval, regulatory approval and other conditions set forth in the merger agreement. Again we are pleased with our third quarter results and have 2015 – and for 2015, and our successful integration with Heritage. We believe these results, along with our recent announced intention to acquire KeyWorth Bank have us poised for a strong finish to 2015 and provide momentum for a positive long-term outlook for our company. Now Zelda, I will turn the call back over to you for questions.