SouthState Corporation (SSB) Q4 2013 Earnings Report, Transcript and Summary

Good morning, and welcome to the First Financial Holdings Fourth Quarter Earnings Conference Call. Today's call is being recorded and all participants will be in listen-only mode for the first part of the call. Later, we'll open the line for questions. I will now turn the call over to Donna Pullen, Senior Vice President of SCBT.

Thank you for calling in today to the First Financial Holdings earnings conference call. Before we begin, I want to remind our listeners that our discussion contains some forward-looking statements regarding both our financial condition and financial results. We have included some slides for this call that outline our results and our general comments this morning. Let me first refer you to Slide number 2 for cautions regarding forward-looking statements and discussion regarding the use of non-GAAP measures. I would now like to introduce Robert Hill, our Chief Executive Officer, who will begin our call today.

Thank you, Donna. Good morning to everyone on the call. We'll begin this morning with an overview of 2013, which was a transformational year for our company. And then, John Pollok, our Chief Financial Officer and Chief Operating Officer will provide some detail on the fourth quarter performance, and give a merger update from a financial perspective. I'll then wrap up our prepared comments with a brief summary of our merger integration efforts. And we will conclude the call with a Q&A session with the research analyst community. 2013 was a very rewarding year for our company and for our shareholders. The merger with First Financial closed in July and given its size dominates most of the typical year-over-year comparisons. At year end, we were $7.9 billion in total assets, and are carefully executing our integration plans toward systems conversion in July of 2014. While much attention has been focused on the merger, we did not loose focus on operating the company. In a year where much of our competition was having trouble finding quality loan growth; our team produced organic loan growth of over 11%. While the economy was slowly recovering, our team dramatically improved the asset quality of the company, reducing NPAs by over 30%. From a profitability perspective, we achieved record operating earnings per share of $3.16, a 26% increase over 2012. Finally, all these efforts have been recognized by the market and our shareholders were significantly rewarded with a total one-year return of over 67%. On slide number 4, we take a long-term view of our performance. As you can see, our ten-year total return of 185% significantly outperforms the bank and the non-bank industry (standard). While we have many areas that we have improved, we also remain very focused on some areas that will be critical to our future success. Expense management and obtaining merger efficiencies, the decline in mortgage fee income, margin management and ensuring a strong loan pipeline are all areas of critical focus by our team. I'm proud of our results for 2013. As I have mentioned before, we're purposely taking our time between closing and systems conversion to make sure we get it right. It is still important to do it any other way. The successful integration of this merger will be a great long-term building block for the future of our company. I will now turn the call over to John Pollok to give you some detail on our fourth financial performance.

Thank you, Robert. Starting with Slide number 5, we achieved record operating earnings of $19.3 million or $0.80 per diluted share for the quarter. This equates to an operating return on average assets and average common equity of 1% and 8.38% respectively. Net income available to common shareholders totaled $13.2 million for the quarter or $0.55 per diluted share. This was impacted by merger-related cost totaling $0.25 per diluted share. Turning to Slide number 6, we highlight linked quarter changes within our interest earning asset categories. As with all of our mergers, there is a fair amount of balance sheet restructuring that takes place during the early post closing periods. I mentioned to you in our last quarter's earnings call, the significant investment portfolio restructuring that was occurring, which mostly involved the sale of acquired securities that did not fit within our risk tolerance. During the fourth quarter, we increased the investment portfolio up to about $800 million with many of the purchases coming in the latter portion of the quarter, and therefore not fully reflected in our average balances or interest income stream. These purchases were all agency mortgage backed securities and CMOs as well as agency debt securities well within our normal weighted average life and duration profile. I think it's important to understand some of the activity we're seeing in our acquired loan portfolio in order to see how our balance sheet is evolving. The carrying value of the loan portfolio from some of our earlier acquisitions is now down to relatively small balances. And we think newly originated loans in those markets can offset the acquired run off. We have seen some run off in the carrying value of the Savannah acquired portfolio, mostly in higher risk categories. We also attribute some of that run off to re-financed loans that we are making which is showing up in our non-acquired loan growth rates. Similar to all of our mergers, we anticipate some loan reductions in the First Financial loan portfolio as we ensure the combined portfolio is within our overall risk appetite. This is a critical part of integrating these two companies, given the size of the acquired portfolio. At the end of the fourth quarter, thanks to strong loan production, total outstanding originated loan balances exceeded the carrying value of our acquired loan portfolio, which is a reversal of where we ended the third quarter. Next, I want to turn to the income statement, starting with our net interest margin. But remember, the First Financial closing occurred at the end of July. Therefore commentary on a linked quarter comparison is more difficult with the fourth quarter being our first full quarter. On Slide number 7, you can see our margin declined to 4.91% for the quarter down from 5.11% as we had a decrease in our yield on earning assets of 19 basis points. In our last call, I mentioned some concern over margin headwinds. This quarter's drop in yield on earning assets came in the investment portfolio and the acquired loan book. The linked quarter drop in yield on the investment portfolio was expected due to the restructuring efforts aimed at lowering the risk. As I mentioned earlier, a fair amount of our investment purchases were made in the latter part of the quarter and should have a bigger impact on net interest income levels in the next quarter. The yield in the acquired portfolio declined primarily due to the First Financial loan portfolio's yield being included for the entire fourth quarter compared to two-thirds of the linked quarter. The First Financial portfolio has a lower yield than the acquired book as a whole, and therefore weighted down the yield on the earning assets. Overall, the yield on the acquired book totaled 7.20% and our quarterly review of the performance of the portfolios revealed credit releases in all of the portfolios, except First Financial. Also of note, this was our one year anniversary review of the Savannah portfolio marks. And we had credit releases there as well. Of course, these releases are accreted into income over the life of the portfolio and had minimal impact to the fourth quarter, but should show some nice impact during 2014. In some of our earlier acquisitions, we currently have some loan pools with zero carrying values. When any cash flow is received on these loans, it is applied to interest income and therefore causes some volatility in our margin. We estimate this cash flow increased our yield on earning assets by nine basis points in the third quarter compared to only five basis points for the fourth quarter. On the non-interest income side, service charges on deposit accounts totaled $10.1 million. Bankcard services income totaled $7.3 million and trust and investment services income totaled $4.3 million. Our mortgage banking income totaled $2.5 million for the quarter and is being affected by lower refinancing volumes. However, we're seeing some good opportunities for growth in our residential portfolio. When compared to the third quarter, mortgage banking income was up $1.1 million, largely due to an increase in the value of mortgage servicing rights as well as the impact of the full quarter of combined mortgage operations. Switching to the expense side, non-interest expense totaled $83.9 million and was up from the linked quarter primarily due to the full quarter's impact of the combined company's overhead cost. As we've mentioned before, the majority of the cost saves are anticipated during the third quarter after the systems conversion, and we are on track to achieve the savings as modeled. In January, we began the plan consolidation of 20 branches in our footprint, and anticipate completing about half of those closings by the end of the first quarter. While we had a net drop of approximately 35 FTEs during the quarter, we also had some key positions and audit in information and technology areas as well as some new producers in the Columbia, Florence, Charleston and Myrtle Beach markets. Merger costs totaled $9.3 million during the quarter, and we have now experienced a little over half the planned merger budget. On Slide number 9, you can see our operating efficiency ratio was 66.3% for the quarter, which is typical compared to pre-conversion periods from past mergers. I'll now turn the call back over to Robert Hill for some closing comments.

Thank you, John. In concluding our prepared remarks, I just want to convey how pleased I am with the success of our team in 2013, and how well I believe we are positioned for 2014. Our cost saves are on track and our focus remains on the successful integration and the efficiencies of the merger. We have planned properly and now we intent to execute well. We are also looking forward to our planned branding initiative, which will allow us to operate more efficiently as one team and one brand. We look forward to reporting to you on our progress next quarter. That concludes our prepared remarks, and so I'd ask the operator to open the call for questions.

(Operator Instructions) Our first question comes from Kevin Reynolds at Wunderlich Securities.

Good morning, everybody. How are you all doing?

Kevin, how are you?

Kevin.

Good. So I think you addressed the two issues I wanted to ask about sort of the acquired loans and what's happening there. I think there was a little bit less -- lower balances there than I had expected for the quarter and the yield impact on that. And then I guess the bigger item would be the pace to expense saves. And so Robert, did you hear you say that you are still -- or maybe John, you said that you are still on target for expense saves and that as previously stated, when the merger with FFCH was announced. So it's going to be, I guess, a little bit more back-end loaded after the conversion. And that's in the -- is that mid third quarter when that's slated to occur?

Well, Kevin, this is John. I think if you start at the top and think about the expense saves that we disclosed when we announced the transaction, it was about -- a little under $40 million pre-tax. So I think when you think about our expense saves overall with the tax effect, that's about $24 million in total on an annual run rate. So about $1 a share that we think will add our earnings. It faces in. So if you think about where we are now trying to get to that total, we have realized about 30% of the cost saves, of that approximately $10 million. We closed those branches this quarter. Closed some more in the third quarter and by the fourth quarter, Kevin, we feel like we'd on track to have all the expense saves in.

Okay, got you. I just wanted to clarify that. And then it looked like, I mean, if you just look at point-to-point, the non-acquired loan portfolio was up a nice amount. But I think you said that there was some refinancing out of acquired into non-acquired, as I recall. If you could move beyond that kind of transaction going on, what is loan demand looking like in your footprint and are you seeing any sort of pick up as you -- or did you see it as you headed towards year end? Or what was the pace of the activity and what does it look like as we now move into the first quarter on the non-acquired portfolio?

Kevin, this is Robert. Obviously there is some noise with some of the back and forth -- between the acquired and non-acquired, but even absent that the overall growth in the fourth quarter was really strong. The pipeline as we mentioned last quarter looked pretty good. It continues to be fairly strong, probably not as strong in the first quarter as it was in the fourth. That's pretty typical for us. We typically have to have a stronger loan growth in the fourth quarter than we do in the first. And then, the growth in from a category standpoint and geographic is pretty widely spread. I mean, the CRE book was strong. Consumer real estate was strong. Non-real estate was strong. C&I look good. And from a market perspective, really the markets that really helped a lot, Charleston was the excellent. Savannah, our Northeast Georgia market and the Greenville area, all really stood out. But our portfolio or seasoned out pipeline right now stands at about 340 million, slightly down from where it was in the fourth quarter. But we still feel like the momentum from a loan growth perspective, still has single-digits. And that's kind of how we felt going in the last few years as well.

Kevin, I would add too. If you look at the average balances of the non-acquired loan portfolio compared to the peer end balances is that peer end balances are up over $70 million compared to the average. So obviously that's going to begin to add more interest income as we get through the next quarter.

Okay. Thanks a lot guys.

Our next question comes from Christopher Marinac at FIG Partners.

Yes. Hi, good morning. I want to ask about the -- so the run rate of net charge offs that after seeing this quarter for the non-acquired portfolio. Is it a good run rate (to operate), John?

Yes. We had 25 basis points for the quarter. But if you look at our last 12 quarter average, it was 86 basis points. If you look at our last eight quarter average, it was roughly 67 and fourth quarter average about 51.

Okay. So the point is that the trend continues to come down?

Trend looks good. Obviously we like 25 basis points; one quarter doesn't make that a trend, but when we look out and you look at past dues in our 30 to 89 day, look at where our classified levels are, look at where our NPA levels are, all those are showing improvement.

Chris, this is Robert. I would add. Same thing kind of on the OREO side is, we are seeing the in-flows of OREO really slow down and we are seeing the disposition of OREO's property that are putting nice clip. So we are starting to see reductions and losses there as well.

Great. And then, without (too much than usual) I know that there was a re-class on the allowance, but you had a Fed note for it, is there any background on that just to help us -- are there any that sort of 120 ratio that it seem like it was on the non-acquired side, is that good to kind of think about going forward?

Well, the re-class didn't have an effect on the 120. The re-class on the acquired book for the loan loss provision is we had some discount that was tied up in there. We just re-classed it back into the discount balance. So it's really just kind of a balance sheet restructure groups.

Got you. Okay, very good, guys. Thanks very much.

Thanks, Chris.

Our next question comes from Jennifer Demba at SunTrust. Jennifer Demba – SunTrust: Thank you. Good morning.

Good morning. Jennifer Demba – SunTrust: Question on tax rate, I guess it went down this quarter. I'm just wondering what you are looking at, what's the reason why isn't it with the -- what you are looking at for next year, for this year end?

I would say that's roughly about 34%. Last quarter, we had some merger expenses in there that you don't get a tax deduction on. So that increased our rate last quarter, but we feel like going forward. Obviously we look that in every quarter. We should be in that 34% range. Jennifer Demba – SunTrust: Okay. And could you just talk to us about -- you said that the loan growth is obviously very good this quarter, little softer now. Did pay downs moderate during the fourth quarter at all?

On the acquired book, I mean we still obviously had a pretty healthy pay down level mostly intended. I mean when we buy -- on the acquired side, Jennifer, there is a typically a large segment of that portfolio that we want to move out. So there is a part of our portfolio we are trying to shrink, and there is a part of our portfolio that we are trying to grow. I'd say on the non-acquired side, we didn't have a lot of churn on that piece.

And Jennifer, I would just add. If you go back and think about our different transactions, we feel like the FDIC books that we acquired, our first three is basically -- the non-acquired production is offsetting the run off. We feel like the people's bank transaction that we are now basically about breakeven. We had a little bit shrinkage of Savannah when you kind of look at the growth to the run off. Obviously they had a high level of classifieds who wanted to shrink that back. And now what appears with First Federal, we've had a lot of run off at the beginning. If you really go back and look at First Financial, the year before we had the merger, they had a fair amount of run off in that book. But going forward, we hope that we'll begin to slow. We still think it'll take a few quarters to get there, but feel like it's beginning to level in where we need it to. Jennifer Demba – SunTrust: Okay, one final question. Do you still feel like you want to wait and look at other acquisition opportunities in 2015, just to make sure you integrate FFCH properly?

Yes. Jennifer Demba – SunTrust: Okay. Thank you.

The next question comes from William Wallace at Raymond James.

Good morning, guys.

Good morning, Wally.

On the margin side, John, in your prepared remarks you talked about a lot of the restructuring, the securities portfolio. If I look at period-end over period-end, it looks like balances are up, $160 million. And it looks like you picked up maybe $40 million on the average balances. So, is it fair to expect that you got $120 million of additional securities that will be contributing at a three-ish yield or is that you're going to be significantly less?

It would be -- the additions would be in the low two's.

Okay, all right. So, you still see a little drag on the securities portfolio, but the net interest income dollar should go up and margin should benefit, I assume this is coming out of Fed funds or something.

That's right, back to the average. The average for the quarter was about $700 million. We ended the quarter a little over $800 million, so it's more than $40 million on the increase.

That you got in the fourth quarter?

Correct. The ending balance in the investment portfolio is over $800 million now.

Okay. Yes, you're combining it. I'm sorry, yes. Okay, all right, good, that's helpful. And then if you look at your mortgage and wealth management businesses. On mortgage, first, are you -- do you feel that you have got a handle on what you can do with what you picked up from the First Federal side and this is the opportunity to potentially increase production from what you saw on the fourth quarter, but also perhaps increase some of the margins in that business in 2014?

I'll take the mortgage piece and let Robert take the wealth management piece. Obviously, we're really excited about mortgage and the potential, especially when you look at what's happening in the southeast with a lot of players exiting the market. I think the first thing in mortgage is with rates moving the way that they have and we've seen this in the past, as you know we're seeing a lot more on balance sheet growth. So, it's not showing up in the fee income. It's showing up in the margin and on balance sheet. Construction has really picked up, Wally. We're seeing people purchase in lots again to begin to build houses. So, a lot of on-balance sheet. Obviously, most people have refinanced by now. And so, we see that as the as the first big thing. We're still combining our two areas, they were fairly spread out. We have moved our mortgage operation, all of it to Charleston, and so we're getting all that put together. And one of the great things we talked about at the beginning of this merger is, if you remember at legacy SCBT, we sold all of our mortgage loan servicing released. And we really didn't get any benefit on selling them direct and being able to retain the servicing asset. And we've now just begun to be able to sell the legacy SCBT production direct, and now having those assets in our servicing portfolio. We see the servicing portfolio, number one, it's a great source of income, but now we have full control over that customer relationship as they come into our branches each month to make those payments. We'll be able to cross sell those customers and not sell off the servicing. So, to answer your question, yes, we see lots of synergies. But I think you're going to see a fair amount of on-balance sheet. I think overall, if you look out on the industry as mortgage is supposed to be off about 30% next year, so a little bit less fees, (that then) combined, we're going to really have a powerful group together once we get it all complete.

When do you expect that the -- combine the operations and moving into Charleston, when you'll kind of have a one-unit operating as a whole?

Well, we've got everybody moved there, but we're changing some things in our platform. So, by June we should have everything streamlined all on one platform together.

Okay.

While on the wealth side, it was always a run off business, it grew for us, but never was a meaningful contributor to the bottom line. And now at $3.3 billion, with the various parts of the wealth group that we have is going to be a growth business, but it's also going to be a fairly meaningful contributor to the bottom line. So I'll say there are two things we're focused on there. One is, the growth has been strong, the opportunities continue to grow. Both our investment services side and our money management side are both very good. And then, the integration will happen mostly in the first quarter, maybe a little bit into the second. And once we get the integration done, two things happen. One is, our margin is going to expand and also we're going to able to reduce overhead. So, now the piece of the wealth business that still, I'd say, we're still trying to understand and get our own arms around to figure out what the long-term strategy is, and we made really good new leadership in this area, is the American Pensions business, which is a 401-K business that First Federal has. And that's a piece to the puzzle that we're still working through, but on more traditional areas of investment services in money management are moving ahead pretty nicely.

Is there any opportunity if you take American Pensions off the table, is there any opportunity from a product set perspective that First Federal brings to your upstate markets or Columbia markets or vice versa that you bring to Charleston?

Yes. I think obviously there is some giving on both. But I think overall the SCBT platform was probably a little bit more robust, but they certainly bring a lot of talented investment managers and also a lot of relationships to the table. So, we're combining kind of those two things to get more scale. And also we're going to kind of take the SCBT platform and upgrade it and at the same time obviously that will upgrade the First Federal platform.

So you should really start to be able to see whether or not the power of the SCBT platform can really drive AUM growth in Charleston some time in the second quarter?

We're seeing it now.

Seeing it now, okay.

Yes. We've had a number of really talented people. One is, which is in Charleston, joined us on the wealth side, others in Columbia, as well. We picked up some really nice talent and the growth with the platform and the products and services we have has already taken place.

Okay, great. Thanks a million for your time, guys. I appreciate it.

Okay. Thanks, Wally.

Our next question comes from Jefferson Harralson at KBW. Jefferson Harralson - Keefe Bruyette & Woods: Hi, thanks. I was going to start on the expense side. In this particular quarter, I think you were 30% cost savings last quarter as well. So, is it fair to say that the cost savings are almost done until we get to the conversions, or is there -- are -- I know we see the branch closure improvement there. Is there anything else going on?

Jefferson, this is John. Of course, we saw a little bit more improvement this quarter on the cost saves. As we mentioned in our prepared comments, we're going to close 20 offices during the first quarter. So we feel like we'll get a little bit more there. In the second quarter, we're going to close some more. So it's going to ramp up probably a $1 million or so in the next quarter or two. And then ultimately when we get to the fourth quarter, once we are all on one system, then we'll be at that full achievement of the cost saves. Jefferson Harralson - Keefe Bruyette & Woods: It kind of looks like you got maybe a $1 million this quarter, if I look at the legacy FFCH cost that you say were a 24.8, the last quarter annualized up a 26.1, is that fair to say you maybe got a million this quarter?

We got a million more than we got last quarter. Jefferson Harralson - Keefe Bruyette & Woods: Yes.

It gets a little messy. Obviously, we've added some folks. We're really excited about the talent we've added out on the production side, but about a million more this quarter compared to last. Jefferson Harralson - Keefe Bruyette & Woods: Okay, all right. And if I look at the acquired and non-acquired loans combined, I think you alluded to it or may even said it, what -- shall we expect growth in that combined number or is the non-acquired going to shrink, or is the acquired going to shrink at such a pace for a quarter or two that the combined will be negative?

Well, I think as with past mergers, if you go back and look at that, we probably got another few quarters of where the acquired is going to outpace the non-acquired. I think one of the things you got to think about is as we mentioned in our prepared comments is we continue to see credit improvement and what I would call our legacy acquired books, Jefferson, so kind of absent First Financial. So we had improvement in cash flows in all those different acquisitions. And our accretable yield bucket is going to increase about $20 million. So we get very little benefit of that in this quarter because we do our recaps towards the end of the quarter. So we are seeing improvement there. And overall we have still gotten excess of 8% credit mark on all those combined books. So as happened with us in the past as the economy continues to improve is we feel like that we are going to have some more accretion coming through. Jefferson Harralson - Keefe Bruyette & Woods: Okay. And lastly, it looks like from the balance sheet at the back of your release, you paid back the TARP a little bit earlier than you thought?

No, Jefferson. We haven't paid that back yet. We've made the dividend payment for the quarter. I think as we said last quarter, we feel like worst case would be by the end of the second quarter. We really wanted to get -- the company combined have a full first quarter with all the balances together, look at all the loan marks. But we are now in the process of trying to get that all through all the approvals and get that approved, so we can get it paid out. But as we said last quarter, it's not going to be any longer than the end of the second quarter. Jefferson Harralson - Keefe Bruyette & Woods: All right, thanks guys.

There are a lot of moving pieces in parts to the quarter and closing up '13. I just want to get wrapped up with a few comments. We are really -- we feel like we are on track with our original estimates and goals for the merger. We had 20 million in pre-TARP earnings in Q4, and we are still very much on track to getting another dollar in cost saves or total dollar in additional cost saves. So we feel good about our expense management in terms of the efficiencies of the merger and also our pre-TARP earnings. Our capital on our balance sheet levels overall, we also feel good about. We feel like our ability to repay TARP in the near term should not be a problem. I'd say at this point we are kind of going through our typical M&A cycle for us, which is kind of to shrink the balance sheet after an acquisition for a few quarters, and to give the integration underway. I think what is a little bit different in this merger is, one, the size, and also the length of time that we're taking to make sure that we integrate and build the platform for the long-term. So, I want to thank everyone for their time today. We are going to be participating in the KBW Boston Bank Conference, February 26th. And we look forward to reporting to you again then.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.