Will Matthews
Analyst · Piper Sandler. Please go ahead
Thanks, John. This is clearly an important quarter for the company with the closing of the merger of equals. Additionally, the size of this merger and the impact of CECL merger accounting created a lot of moving parts. When we announced the MOE in late January, we had not expected to be the first MOE of size to receive regulatory approvals and close in 2020, but we are. And we’re also the first one post-CECL and post pandemic outbreak. So we’re going to attempt to give you information you’ll find meaningful amidst all the accounting noise associated with the merger closing. I want to start by recognizing and thanking our excellent finance team at South State as well as the credit and CECL teams. A mid-month closing in the third month of a quarter adds a lot of complexity and time pressure, and I couldn’t be prouder of the work, dedication and collegiality exhibited by our team. Everyone from the reconcilements area to the leaders of the department performed in an exemplary manner. Not only did we close the merger three weeks before quarter end, shortly after completing a $200 million sub debt offering, but we also completed a conversion of the general ledger system and a merger of the two companies’ departments and job selection process for all finance and accounting personnel. The competency and work ethic of this team gave us confidence to push forward with a June 7 closing, and their performance is, I think, a testament to one of the strengths of this merger that has two great teams of high performers coming together to form one high-performing team. I’m pleased and proud to be associated with these folks. I’m going to cover the following items this morning. The significant moving parts associated with the merger closing that impacted our earnings and our balance sheet this quarter; the more significant purchase accounting entries and the resultant loss absorption capacity; our results, both GAAP as reported and operating combined business basis; our capital position; and an update on our merger efficiency realization. Items associated with the merger closing. First, under CECL, we placed a credit and rate mark on the CenterState loan portfolio, including both PCD loans and non-PCD loans. The credit mark on PCD loans resides in the allowance for credit losses, but is not includable as Tier 2 capital. The entire mark on non-PCD loans, credit and rate is a contra asset reducing the carrying balance of these loans, and it is also not includable as Tier 2 capital. Second, CECL also requires us to record a provision for credit losses on the non-PCD loans, and this provision expense runs through the income statement in the quarter of closing. This is the double count effect as these loans have both a credit mark and an allowance for credit losses. Because our merger closed June 7 and due to the impact of COVID on various economic factors that drive CECL loss estimates, we had a relatively high provision expense for acquired CenterState non-PCD loans of $120 million caused by the merger and only three weeks of CenterState operations to help cover that expense. Third, as is true with any merger, we recorded a number of merger-related costs and expenses, including legal counsel, investment banking and employee and contract termination amounts that occur in a merger. Credit marks and loss absorption capacity. Note that when I speak of ratios of allowance and credit mark coverage, I’m excluding the PPP loans from the denominator due to their likely temporary existence and their 100% SBA guarantee. To determine our PCE loans, we had several screening criteria, including past due status, credit grades, credit scores, et cetera, and we also categorize any loan on deferral status and the entire lodging portfolio as PCD given COVID. The total PCD portfolio is approximately $3 billion or roughly 25% of the CenterState loans acquired. I’ll remind you that the definition of PCD is not a problem loan. Also note that the marks are preliminary and will be finalized in the coming quarters. The credit mark allowance on this $3 billion in PCD loans at quarter end was $150 million or approximately 5% of that portfolio. The remaining $9 billion approximately in non-PCD loans, again, excluding PPP loans, received a credit mark of $109 million, which is approximately 122 basis points. Given the screening process for identifying loans to categorize as PCD, we believe the non-PCD portfolio to be clean. Slide 9 shows the total loss absorption capacity on the balance sheet at June 30. $435 million in the allowance, which is 188 basis points of loans, $173 million of which was at legacy South State; another $21 million in the reserve for unfunded commitments, which is another 9 basis points of loans; and another $161 million in unrecognized discounts on loans, equating to 69 basis points of loans, which brings the total to $616 million or approximately 2.66% of loans, as John mentioned. While we all see storm clouds on the economic horizon, we had another quarter of very low net charge-offs, almost zero for the quarter, and past dues continued to be low. Ending NPAs were 38 basis points of assets. Dan is available to answer further questions on credit during the Q&A section of the call. Provision expense on the legacy South State portfolio was $31 million, bringing the quarter end allowance level to approximately 153 basis points of that portfolio plus another 10 basis points for the reserve for unfunded commitments at legacy South State. Given the minimal charge-offs and lack of growth in the quarter, the increase in the allowance was attributable to changes in the economic forecasts. The other key purchase accounting entry was the core deposit intangible, which received a mark of 114 basis points. Our $2.6 billion CD book was marked the other direction, as these yields were above market at closing date. So our cost on these will decline accordingly from approximately 134 basis points to approximately 29 basis points. Let me now discuss results for the quarter. For the quarter, we reported a loss of $85 million. Excluding the $120 million in the provision for credit losses on the acquired non-PCD loans and excluding the $40 million in merger-related expenses in the quarter, adjusted earnings would have been $38.6 million or $0.89 per share. The timing of the closing was a primary factor in the loss with only 23 days of income production from legacy CenterState and the impact of the full provision expense on the acquired non-PCD loans as well as the merger-related costs. Our net interest margin, with the reduction in rates, the buildup in liquidity and the sale of about half of the CenterState bond portfolio pre-close, we saw a margin compression in percentage terms, although the production of net interest income in dollars showed less compression. Loan yields were 4.25% for the quarter, down 42 basis points from Q1. Total cost of deposits was 29 basis points, down 19 basis points from Q1, and we saw a nice growth in DDA balances. We saw a compression on securities due to the purchase accounting marks applied on the CenterState bonds, and the shrinking of the total portfolio on a combined basis also led to compression. Our reported net interest margin was 3.24% tax equivalent, down 44 basis points from Q1. Let me talk for a minute about the underlying financial performance, which was strong, as John said. Given the mid-quarter close and associated merger accounting entries, we thought this information on a combined business basis would be useful to you, so we have included several slides beginning on Page 17 of the presentation. These comments are on that basis, which are the GAAP historical numbers of each company without regard to purchase accounting entries or any efficiencies that may be realized. As John noted, our PPNR of $157 million was very consistent with the prior four quarters and the PPNR ROA of 168 basis points was strong in light of the expanded balance sheet due to PPP and liquidity. We had a record combined revenue in Q2, up $22 million from the 2019 second quarter. Slide 18 shows how the makeup of the revenue has changed over the last five quarters, with noninterest income moving from 21% of total revenue in the year ago quarter to 28% in this quarter, providing the countercyclical benefit we expect. Slide 20 shows the growth in combined noninterest income from $74 million in the year ago quarter to $108 million in this quarter. In a quarter with work from home and MOE and emerging of two mortgage management groups, our combined mortgage teams did $1.5 billion in production, which is impressive in a period with this many distractions. Our net interest margin on a combined business basis was 3.38%, down approximately 55 basis points from Q1, with net interest income on that basis down approximately $7 million. Combined loan growth was $1.97 billion, but loans declined approximately $300 million, excluding the PPP loans. Year-to-date combined loan growth, excluding PPP loans, is basically flat. Combined deposit growth was $3.5 billion or $3.7 billion, excluding brokered CDs. Noninterest expenses were $175 million for the quarter or $135 million, excluding the merger-related expenses. On a combined business basis for the full quarter, it would have been $225 million. Combined noninterest expenses grew by approximately half of the growth in noninterest income from Q1 and approximately 60% of the noninterest income growth from Q4, reflecting the strength of the commission-based businesses. During the second quarter, we also had increased expenses associated with the pandemic. On a combined business basis, our efficiency ratio in Q2 was 58%, up slightly from 57% combined in Q1. On capital, our ending TCE ratio was 7.6%. Expansion of the balance sheet through PPP reduced the ratio by approximately 50 basis points. Our CET1 was 10.7%, and our total risk-based capital ratio was 12.9%. The ending tangible book value per share was $38.33, up $0.32 from Q1. As I noted, we also have solid loss absorption capacity on the balance sheet. Let me finish by updating you on merger-related expenses and cost saves. Our cost save process is well underway and on target with numerous successful vendor negotiations, operating model and staffing templates being constructed by business leads and cost targets for each. Our core conversion is scheduled for the middle of the second quarter of 2021, giving us ample time to prepare to ensure good execution, and we should begin to realize the bulk of the remaining cost saves at that point. We will recognize some cost saves in the latter part of this year, but most will occur after the conversion. Through June 30, we recognized $81 million in merger-related expenses. We continue to expect to be within our originally announced $205 million total with an estimate of approximately 20% of the remaining amount in the last half of 2020 and the remainder occurring in 2021. We expect the largest quarter for merger-related expenses to be the second quarter of next year when we complete our system conversion. So a quarter with a lot of moving parts, with strong underlying performance, healthy loss absorption capacity and solid credit results thus far. I’ll turn it back to you, John.