Charles Shaffer
Analyst · Raymond James. Please go ahead
Thank you, Danny and thank you all for joining us this morning. As I provide my comments, I’ll reference the Fourth Street Freedom Bank deck and the fourth quarter 2019 earnings slide deck, which can be found at seacoastbanking.com.Let's start this morning with the Fourth Street Freedom Bank deck. Last night we announced the acquisition of Fourth Street Banking Corporation, inclusive of its subsidiary Bank -- Freedom Bank. Freedom is a $300 million bank by assets headquartered in St. Petersburg Florida, operating two highly profitable branches in the city of St. Petersburg. This acquisition builds upon our two prior end market acquisitions, adding two branches and increasing distribution and scale to our position in Florida's second-largest MSA.Seacoast will be the third largest Florida-based franchise in the Tampa St. Pete Clearwater MSA and the largest Florida-based bank in the St. Petersburg market. This acquisitions fits our M&A strategy to being an end market, low risk transaction, with a very high quality customer franchise and strong credit underwriting. We expect this transaction to come together easily with no disruption to our organic growth plan.Freedom is led by Cathy Swanson, a lifelong St. Petersburg banker. And prior to being CEO of Freedom, she was an Executive with Synovus Bank. Cathy will remain with Seacoast as Market President of Pinellas County. Freedom's high-quality loan book has an average loan yield of approximately 5.79% and the majority of the firm's funding is made up of checking, savings now, and money market accounts, representing 74% of deposit funding.Non-interest-bearing checking represents 33% of the funding and the net interest margin is approximately 4.16%, which will be accretive to Seacoast NIM. We expect a full conversion of fourth Street's convertible subordinated debt to common equity prior to close. The debt has a 4.50% rate and converts to a $1.85 per share, which is dilutive to Fourth Street's tangible book value per share, and increases the tangible common equity by $10 million.The holders can convert the debt any time after December 31, 2019. The holders can choose to convert, not convert or conditionally convert, subject to the deal being approved by shareholders and regulatory authorities. We fully expect all holders to convert, given it is in their best economic interest to do so. And anyone who does not convert will have their debentures redeemed for cash.Turning to Slide 5, under the terms of the merger agreement. Fourth Street's shareholders will receive .1275 shares of Seacoast common stock based on Seacoast's closing price on January 22, 2020 of $29.39 a share. The transaction is valued at approximately 63.6 million or $3.75 per share. The deal pricing translates to 1.74x Fourth Street's tangible book value, inclusive of the subordinated debt conversion and 14.1x 2020 earnings and 7.4x 2020 earnings when adjusted for cost saves.We expect the acquisition to close late in the second quarter of 2020 after receipt of approvals from regulatory authorities, the approval of Fourth Street's shareholders and the satisfaction of other customary closing conditions. We expect cost outs of 50% plus and we will phase these in over the first 120 days after transaction close.Using the crossover method, we expect that -- we expect tangible book value dilution to be earned back in approximately 1.5 years inclusive of a quarter year impact from CECL and an IRR north of 20%. Similar to our other acquisitions, this is an accretive, value creating transaction that strengthens our foothold in a key and growing MSA. Given the timing of the close, we expect the deal to be 1.5% accretive to earnings in 2020 and 3.3% accretive to earnings in 2021. And when combined with the recently announced First Bank of the Palm Beaches transaction, the combined earn back of both deals is less than two years and the combination will be over 5% accretive to earnings in 2021.The assumptions used for modeling were developed following detailed due diligence, which included a robust review of Freedom Bank's credit portfolio. Due diligence identified a loan mark of 3.12%, including a 50 basis point interest rate mark and 81 basis point credit discount mark related to the non-PCD loans and a 1.82% CECL related ALLL mark.A pre-tax loan-loss provision of $2.2 million was assumed to be recorded through the income statement to establish a day one mark on the non-PCD loan portfolio. We estimate a core deposit intangible of 2.5%. Taken together, our assumptions yield goodwill of a modest $26 million, maintaining Seacoast's strong tangible common equity ratio.Now turning to the fourth quarter results and beginning with the highlight on Slide 4 of the earnings deck. We finished the year with strong results in the fourth quarter with adjusted net income growing 12% year-over-year to $26.8 million, resulting in earnings per diluted share of $0.52. For the full-year 2019, adjusted net income was 32% higher than 2018.We reported adjusted return on tangible assets of 1.57% and adjusted return on tangible common equity of 14.2%. And as we continue to grow our capital base, it's worth mentioning that if in the fourth quarter -- that if the fourth quarter's tangible common equity tangible asset ratio was adjusted to an illustrative target of 8%, our adjusted return on tangible common equity would be 20.8%, increasing from 20.5% in the prior quarter.Seacoast's Management and Board will continue to monitor our capital position and are committed to managing capital prudently to build shareholder value through the economic cycle. And we're pleased to report the continued robust build of shareholder value with tangible book value per share growing 20% year-over-year to $14.76.Our focus on growing revenue, while streamlining operations is evident in our efficiency ratio, which improved 1.5 points sequentially to 47.5%. Year-to-date, we've generated 11% operating leverage with adjusted revenues increasing 14% and adjusted noninterest expense increasing 3%. And lastly we generated substantial loan growth this quarter and brought deposit costs down by 12 basis points, successfully defending our margin.Turning now to Slide 5. Net interest income increased $0.8 million sequentially, despite a 25 basis point drop in the federal funds rate. Net interest margin contracted 5 basis points to 3.84%. Excluding accretion on acquired loans, the net interest margin declined only 1 basis points sequentially, despite the reduction in rates experienced over the second half of 2019.Quarter-over-quarter, the yield on loans contracted 17 basis points. Yield on securities contracted 12 basis points and the cost of deposits decreased 12 basis points. The declines quarter-over-quarter were the results of Federal Reserve rate cuts, two in the third quarter and another in the fourth quarter, affecting the variable rate portion of our loan and securities portfolio and lower add-on rates in commercial and mortgage loans.We continue to proactively mitigate the impact of rate cuts by remaining disciplined in deposit pricing. Our strategy is included meaningfully shortened time deposit offerings to maturity of -- maturities of one year or less and moving rates lower on higher-yielding savings in money market products. Other interest-bearing liabilities such as our trust preferred and federal home loan bank advances also benefited from falling short-term rates.While the curve has steepened slightly from the previous quarter, the persistent flat rate environment will remain challenging. Looking ahead to the first quarter of 2020, assuming no changes in the federal funds rate, we expect the net interest margin to be in the low 3.80s for the first quarter. The guidance of a potential slight decline in margin is the anticipated result of an assumed persistent flat yield curve.The impact of purchase loan accretion on the net interest margin though variable was 21 basis points in the fourth quarter and we're modeling approximately 22 basis points in the first quarter of 2020. Assuming economic conditions remain unchanged, we expect net interest income to expand throughout 2020, primarily the result of growth in the balance sheet.Moving to Slide 6, adjusted noninterest income was $13.8 million, flat from the previous quarter and grew $1 million or 8% from the prior year. Mortgage banking fees totaled $l.5 million, a bit more subdued from heightened refinance activity in the third quarter, but our continued focus on generating salable volume produced $6.5 million in revenue for 2019.We expect continued improvements in this line item in 2020, the result of continued expansion of the mortgage banking team. 2019 was a great year for our wealth management teams with AUM growth of $140 million in line with our target, and an increase in fees of $0.4 million or 7% year-over-year. We ended the year with $650 million in assets under management.Service charges on deposits are in line with the previous quarter and interchange income increased $0.2 million sequentially. In 2019, interchanging -- interchange income increased by $1.1 million or 9% compared to the prior year and Seacoast debit card program surpassed $1 billion in retail sales. The company's debit card program consistently performs in the top quartile of Visa partner banks of similar size.The GAAP presentation of noninterest income includes $2.5 million in gains on sales of securities, a decision we made to capture significant price appreciation as the 10-year treasury declined significantly early in the fourth quarter.Moving to Slide 7, adjusted noninterest expense totaled $36 million, declining $0.9 million sequentially and $3.6 million less than the prior year. This outperformed our previous guided range of $37 million to $38 million for the fourth quarter.Salaries and employee benefits decreased $1 million on a combined basis, the result of lower incentive accruals and our continued proven success at focusing on cost control across the franchise. We saw higher claims in health insurance this quarter and increased legal and professionals expenses associated with the upcoming acquisitions.And also during the third quarter of 2019, the FDIC announced the achievement of their target deposit insurance reserve ratio, resulting in our ability to apply previously awarded credits to our deposit insurance assessment and zero associated expenses this quarter. The company has remaining credits of $0.7 million, which will be applied to future assessments if the FDIC's reserve ratio remains above the target threshold.For the first quarter of 2020, we expect adjusted noninterest expense to be approximately $40.5 million to $41.5 million, excluding the amortization of intangible assets which is approximately $1.5 million per quarter. This guidance includes the acquisition of the First Bank of the Palm Beaches, which is expected to close in mid March and is presented on an adjusted basis which excludes one-time merger-related charges.We will remain -- we will maintain our disciplined focus on efficiency and expense management. And as a reminder, the first quarter is impacted by seasonal 401(k) payroll tax and the return of incentive compensation expenses. The company recorded $8.1 million in income tax expense in the fourth quarter compared to $8.5 million in the prior quarter.The third quarter of 2019 was impacted by change in the Florida corporate income tax rate, which resulted in write-downs of deferred tax assets and a slightly higher resulting rate in the third quarter. For the full-year 2019, our effective tax rate was 23.2%. We model our rate for 2020 at 23%.Moving to Slide 8. I would like to highlight our continued improvements in generating operating leverage with the declining overhead and a focus on growing revenue. The adjusted efficiency ratio declined 2.9% sequentially to 48% and the adjusted noninterest expense to tangible asset ratio declined to 2.11%. We expect our adjusted efficiency ratio to move modestly back above 50% in the first half of 2020 before moving back below 50% during the second-half of 2020. The increase in the first half of the year is primarily the result of 401(k), payroll tax and other compensation expenses and is in line with prior year seasonality.We remain confident that we are on track to achieve a below 50% efficiency ratio exiting 2020 and beyond, and on target with our vision 2020 plan. We continue to maintain strict and proactive cost control discipline, while ensuring we do not impede on revenue growth.Turning to Slide 9. Total new loan production was a record $587 million compared to $488 million in the prior quarter, resulting net loan growth in the quarter with 17% on an annualized basis and 8% year-over-year achieving our stated objective of mid to high single-digit loan growth in 2019.Commercial originations during the fourth quarter of 2019 were $247 million, reflecting strong execution by our teams across the footprint and the addition of key talent over the past year in our fastest-growing markets like Tampa and Broward County. Our commercial pipeline was $256 million at the end of the quarter, an increase of 56% compared to the same quarter in the prior year.Moving on to the residential category, we placed $163 million in the portfolio including the opportunistic purchase of a portfolio totaling $99 million. Additional production of $62 million was sold in the secondary market. The salable mortgage pipeline exiting the year was up 40% compared to the same quarter in the prior year.Consumer and small business produced $115 million, up $12 million from the prior quarter. We're well positioned to continue to drive attractive growth, while maintaining our credit discipline as the economic cycle continues to mature. For the full-year 2020, we expect loan growth of mid to high single digits as we move forward.Turning to Slide 10, deposits outstanding decreased $88 million sequentially and we ended the year with deposit growth of 8%. Public bond fund balances were seasonally higher and throughout the year we’ve continued the successful acquisition of commercial customers with business checking balances growing 9% in 2019. Looking ahead to 2020, we maintain our target for deposit growth of approximately 4% to 6%.Turning to Slide 11, rates paid on deposits decreased 12 basis points to 61 basis points. We expect deposit costs in the first quarter to be in line with Q4, assuming no rate actions taken by the Federal Reserve. Non-interest-bearing demand deposits represent 28% of the deposit franchise and transaction accounts represent 50% of our deposit book in line with the prior quarter.Turning to Slide 12. Credit continues to benefit from rigorous credit selection that emphasizes through the cycle orientation and builds on customer relationships and well understood known markets and sectors as well as maintaining diversity of loan mix. The allowance to total loans was up 1 basis points to 68 basis points at quarter end.Net charge-offs for the quarter were $3.2 million or 25 basis points average loans and for the full-year 2019 averaged 16 basis points, in line with prior guidance. Our forward-looking expectation for annualized net charge-offs is 20 to 25 basis points through the first half of 2020.Let me take a moment to remind you that under purchase accounting, loans acquired through an acquisition were placed in the acquired loan portfolio and a purchase mark including both characteristics for credit and rate is applied and accreted back through net interest income as these loans pay down or mature. At the end of the fourth quarter, this discount represents 3.83% of purchase loans outstanding. In the non-acquired loan portfolio, the ALLL ended the quarter at 80 basis points of loans outstanding, down 4 basis points from the prior quarter.Classified and criticized assets continue to trend favorably. We continue to prudently manage our commercial real estate exposure. With construction and land development as a percentage of bank level capital at 40% and commercial real estate loans as a percentage of bank level capital at 204%, down from 42% and 204%, respectively in the prior quarter and well below regulatory guidance. On a consolidated basis, construction and land development and commercial real estate loans represent 38% and 191%, respectively.Concentrations continued to be consistently managed with the funded balance of our top 10 and top 20 relationships, representing 21% and 39% of total consolidated risk-based capital respectively, down from 34% and 50.4% respectively three years prior. Our average commercial loan size is approximately 365,000. Nonperforming assets decreased $0.3 million to $39.3 million in the fourth quarter of 2019 due to the sale of an OREO property.Classified and criticized assets declined from 3% and 10% of total risk-based capital respectively to 3% and 9% of risk-based capital at period end. The provision quarter-over-quarter reflects strong loan growth in the fourth quarter and a small increase in net charge-offs for the quarter. Looking back over the last four quarters, net charge-offs were 16 basis points of loans outstanding, in line with our expectation reflecting strong asset quality trends.Turning to CECL. We're finalizing our model validation review and while we do not have a final day one impact to share, we do continue to expect that the adoption of CECL will increase our loan-loss reserves. One reason for the increase is the impact on our purchase loan portfolio. We acquired these loans at a discount and the purchase discount, which currently stands at 3.83% accretes into interest income over time. The vast majority of our acquired loans were not considered credit impaired at the time of acquisition.Under CECL, that purchase discount no longer shields these loans from getting an allowance. So the day one impact of CECL will include recording a reserve on these loans. That's essentially a double counting the credit mark on these loans, but that's what the new accounting standard will require us and other banks to do. Keep in mind that there's no change to the purchase discount and that will continue to be accretive to interest income for purchased on impaired loans.The portfolio of purchased credit impaired loans is only $12.7 million. These loans will be treated in a newly defined category of PCD, purchase credit deteriorated, upon adoption. There will be an incremental reserve for these loans that also increases the allowance upon adoption and the impact on PCI accretion going forward will be nominal.Turning to Slide 13. We continue our commitment to maintaining a fortress balance sheet through the cycle, built around strong capital and strict credit underwriting. This has served to generate strong capital levels and book value per share growth, positioning us well for additional disciplined acquisition and organic growth opportunities in 2020.The Tier 1 capital ratio was 15%. The total risk-based capital ratio -- and the total risk-based capital ratio was 15.7% at December 31, 2019. The tangible common equity to tangible asset ratio was 11.1% at quarter end, providing ample capital for additional prudent growth. Using an 8% TCE ratio illustratively, would imply over 210 million in capital available for deployment. And as mentioned earlier, implies a 20.8% return on tangible common equity for the quarter. Seacoast's Board and Management are committed to prudent capital management to drive shareholder value.And to wrap up on Slides 14 and 15, we're well positioned to sustain and advance the momentum and growth in to 2020. Since announcing our vision 2020 targets in February 2017, we've achieved a compounded annual growth rate and tangible book value per share of 13%, steadily building shareholder value. Our fundamentals remain very strong with a well capitalized low-risk balance sheet and attractive funding and we see continued robust opportunities to enhance our balanced growth strategy in some of Florida's fastest-growing markets.We are on track to meet our vision 2020 targets. We remain focused on continuing to create meaningful values for shareholders. We look forward to your questions. I will turn the call back to Denny.