CBU
#Thank you, Lynnette.
Good morning, everyone, and thank you all for joining our Q1 conference call.
It was a very busy quarter for our team beginning with the February close of the Northeast Retirement Services acquisition as well as final preparations for the Merchants transaction.
We also continue to make excellent progress on our DFAST efforts and are well positioned for a dry run of stress testing in the second half of this year.
With respect to operating results for the quarter, it was in line with our expectations.
Loan demand was mixed and impacted seasonally to a greater extent this year compared to last year.
Despite that, we had modest growth in our mortgage and auto lending portfolios and the decline in commercial was related entirely to the early prepayment of a single large credit.
Deposit growth was very strong and depository-related fee income was up 7% year-over-year, a very good trend.
We also saw revenue growth in our wealth management, benefits and insurance businesses.
All-in, it was a very good start to 2017.
The NRS acquisition was completed on February 3 with no integration issues.
As we discussed previously, this business is located outside of Boston and is a nationally recognized provider of plan accounting, transfer agency, fund administration and trust and retirement plan services.
This business continues to grow at a double-digit pace on both the top and bottom lines, and we expect will be $0.04 to $0.06 per share accretive to GAAP earnings in 2017.
But more importantly, generate $0.16 to $0.18 per share of cash accretion, which is GAAP earnings adjusted for intangible amortization.
That level of cash accretion will be meaningfully additive to our future dividend capacity.
Integration efforts with Merchants Bank are in full swing and both our teams are working effectively towards a close.
We received approval from the OCC and are awaiting final approval from the Federal Reserve, which we are hopeful comes before month end and which will allow for a mid-May close.
Merchants continues to perform extremely well with Q1 diluted earnings per share excluding acquisition expenses and securities gains growing from $0.55 per share in 2016 to $0.63 per share in 2017 and total loans growing 8.5% year-over-year.
We continue to expect Merchants will deliver very strong earnings per share accretion in the last half of 2017 exclusive of acquisition expenses.
The past 12 months have been very productive for our company and for our shareholders.
As you may recall, we discussed frequently in 2015 and 2016 the strategic investment of excess capital.
We could not be more pleased with our partnerships with NRS and Merchants.
They are very high-quality organizations with strong leadership and great teams, and we expect will deliver both growth and high returns on invested capital for our shareholders.
I'm not sure how we could be much better positioned than we are at the moment and very much look forward to the remainder of 2017.
<UNK>.
Thank you, <UNK>, and good morning, everyone.
As <UNK> noted, the first quarter of 2017 was another very solid operating quarter for us and as a reminder, included a partial quarter of the activities of the NRS acquisition that we completed in early February.
Reported first quarter earnings were $0.57 per share, which included $0.03 a share of acquisition expenses, but also included over $0.04 a share of impact from the new accounting for share-based transaction.
I'll first cover some updated balance sheet items.
Average earning assets of $7.72 billion for the first quarter were up modestly from the fourth quarter and were 1.5% higher in the first quarter of 2016.
Average loans for the quarter increased just $5 million, as seasonally expected.
Respective organic growth in consumer mortgages and consumer installment products were partially offset by net declines in commercial balances, the result again of some unusually large unscheduled payoffs.
Quarter end investment securities were in line with year-end 2016, a result of very modest portfolio cash flow reinvestment in the quarter.
Average quarterly deposits were up $87 million in the first quarter of 2017 or 1.2%, also as seasonally expected.
The first quarter of 2017 was again a continuation of the favorable overall asset quality results that we have come to expect.
First quarter net charge-offs of $2.0 million or 0.16% of total loans were down $0.2 million from the fourth quarter of 2016, but up from the 10 basis points of loans we reported in the first quarter of last year.
Nonperforming loans, comprised of both legacy and acquired loans, ended the first quarter at $22.9 million or 0.46% of total loans, 2 basis points lower than the ratio reported at the end of December and our lowest level in 8 years.
Our quarter end March 2017 reserves for loan losses represent 1.01% of our legacy loans and 0.95% of total outstanding.
Based on the most recent trailing 4 quarters results, our reserves represent over 6.5 years of annualized net charge-offs.
Despite several reports of macro-level industry concerns, the first quarter net charge-off ratio in our auto lending portfolio was 42 basis points of average loans, consistent with the last 6 quarters average of 41 basis points.
As of March 31, our investment portfolio stood at $2.79 billion and was comprised of $245 million of U.S. agency and agency-backed mortgage obligations or 9% of the total, $579 million of municipal bonds or 21%, and $1.91 billion of U.S. Treasury securities or 68% of the total.
The remaining 2% was in corporate debt securities.
The portfolio contained net unrealized gains of $45 million as of quarter end compared to a net unrealized gain of $133 million at the end of March of 2016 due to the meaningful move up in market interest rates during the last 12 months.
Our capital levels in the first quarter of 2017 continue to be strong.
The Tier 1 leverage ratio was 10.35% at quarter end and tangible equity to net tangible assets ended March at 8.91% after the closing of the NRS transaction.
Tangible book value per share was $16.22 per share at March 31 and included $68.2 million of deferred tax liabilities generated from certain acquired intangibles or $1.48 per share.
Shifting to the income statement, our reported net interest margin for the first quarter was 3.65%, which was down 11 basis points from the linked fourth quarter and 2 basis points lower than the first quarter of 2016.
Consistent with historical results, the second and fourth quarters each year include our semiannual dividends from the Federal Reserve Bank of approximately $600,000, which added 3 basis points of net interest margin to fourth quarter results.
In addition, we recorded a limited partnership dividend of approximately $1.2 million in the fourth quarter of 2016, which also added 6 basis points to quarterly net interest margin.
Proactive and disciplined management of funding costs continue to have a positive effect on margin results as total deposit costs in the quarter remained at 10 basis points.
As a reminder, the first quarter of 2016 had 1 more calendar day than the first quarter of 2017 and the fourth quarter of 2016 had 2 more.
First quarter banking noninterest income was down $0.5 million on a linked-quarter basis as seasonally expected.
Quarterly revenues from our benefits administration, wealth management and insurance businesses of $28.5 million were up 28% from the fourth quarter principally from the NRS transaction which closed in February.
First quarter 2017 operating expenses of $71.9 million, which exclude acquisition expenses of $1.7 million were 40 ---+ sorry, $4.3 million above the linked fourth quarter and included a partial quarter of operating activities from the NRS transaction, including 2 months of significantly higher intangible amortization that resulted from the acquisition.
NRS operating expenses and intangible amortization represented almost 85% of the increase in core operating expenses in the first quarter of 2017 compared to last year's first quarter.
Certain occupancy-related costs were seasonally higher as we expected as were first quarter payroll-related taxes.
We have continued to invest in improving our infrastructure and systems, including those around the requirements of DFAST as we embrace the impending $10 billion asset size threshold.
Our effective tax rate in the first quarter of 2017 was 27.4% versus 33.4% in last year's fourth quarter and reflected the previously mentioned $2.2 million reduction in income tax expense related to the change in accounting for share-based transactions.
Excluding that change, the core effective income tax rate would have been approximately 33.5% for the quarter.
Looking forward, we continue to expect Federal Reserve Bank's semiannual dividends in the second and fourth quarters each year.
Our first quarter 2017 net charge-off results were again manageable.
And although we do not see signs of asset quality headwinds on the horizon, it would be difficult to expect improvements to current asset quality results.
Our core operating net interest margin has remained in a fairly narrow band over the past several quarters, a range we would expect to operate in for at least the next few quarters, excluding the impact from the planned Merchants acquisition.
Tax rate management for the foreseeable future will continue to be subject to successful reinvestment of our cash flows into high-quality municipal securities, which has been a challenge at times over the past couple years.
In summary, we believe we remain very well positioned from both a capital and an operational perspective for the remainder of 2017 and look forward to the incremental opportunities of the pending Merchants Bancshares transaction.
I'll now turn it back over to Lynnette to open the line for any questions.
I'll take a shot at that.
This is generally, Matt, and in terms of the trend line, it's been very consistent.
So if you look at our consumer products, what you'll find is that new loan origination in the mortgage portfolio is modestly above the blended average of the portfolio yield for first quarter 2017.
The same can be said for essentially the consumer installment products, where that's led by indirect auto for us and some direct installment loans that we do at the branch level.
Again, new production modestly above where the blended yield of the portfolio was in total.
On the commercial side, still seeing a little bit of differential there.
In other words, new production is still modestly below where the blended portfolio is to the tune of about 35 basis points.
So from a practical standpoint, we're not seeing any lift that we might be getting from rate increases in the market, like increases in prime or LIBOR, probably getting diminished a little bit by the fact that new production is still going on the books at a little bit lower than the blended average.
If you remember from a disclosure standpoint for us, Matt, the combination of fixed-rate securities and a proportionately larger amount of fixed-rate assets in our lending portfolio, I think we were pretty clear and pretty transparent that we were not going to get a big lift out of the first handful of Fed rate adjustments and especially at a time when the yield curve is actually flattening.
So I think that's sort of the steady as she goes answer, Matt, for us for probably the next 2 to 3 to 4 quarters.
A little bit of color, Merchants brings to us a lower net operating margin, really a function of where their lending portfolio is concentrated, still very good instruments.
But on a net basis, with a modestly higher cost of funds than we have, they're closer to a 3%-type outcome.
So post-closing, you will see some natural dilution of our net interest margin, but still very productive net interest income generation on a net basis.
Sure.
The ---+ I'll start with the mortgage pipeline.
It's actually down a little bit compared to where it was this time last year a couple of percentage points.
That's it.
We continue to see activity in our markets.
It's slow growth.
It's 3% kind of growth levels in mortgage, which it had been for quite some time given the characteristics of our slower growth markets.
So we expect we'll have continued growth, but modest in the mortgage portfolio for the remainder of 2017.
In the auto lending portfolio, we had a pretty good fourth ---+ first quarter given the more difficult seasonality this year compared to last year, still quite positive.
One of the things we're seeing in the auto business is that our penetration rate has gone down so the percentage of deals that we get to look at that we would say yes to is declining because of credit.
So we're starting to see some credit deterioration in the auto lending business.
I also think if you look at some of the macro national metrics around auto lending sales, they're starting to come down and have now for a few months.
The used auto valuations are starting to soften up.
They're still pretty good, but they're starting to soften up a little bit as well.
So I would expect that we will have ---+ I expect we will have growth in the auto lending portfolio this year also, but likely less growth than we've experienced in the last couple of years, which has been very strong.
Lastly, on the commercial book, we, right now, the pipeline is bigger than it was last year.
It's ---+ we had, as I said, a single substantial credit that paid off early in the first quarter, which essentially was the entirety of the decline in the commercial book.
The pipeline is very strong though and so I would expect by year-end, we will also have reasonable growth in our commercial portfolio as well.
No, that's what we are seeing flow through our business.
On the application front, Matt.
Right.
So you're seeing some erosion in some scores or a little bit more challenging from a loan-to-value standpoint than maybe we incurred for most of last year.
I think I made the comment, our losses in the first quarter were very much in line with the most recent 6 quarters.
And loss rates in the high 30s or low 40s for us in indirect auto still makes that a very productive asset category.
So nothing that we're looking at from a delinquency trend in the base of our own portfolio that gives us any cause for concern, but we're always very obviously aware because of the high proportion of loans that we do on the used side where used car values are.
So we certainly don't want to get out in front of ourselves relative to loan-to-value characteristics.
So, yes.
Again, remembering that we're in a marketplace that really doesn't deliver any opportunities for public transportation, so the car business kind of stayed steady as she goes.
And we've not ---+ we've made no changes to our underwriting standards at all.
It's just the deterioration of fresh quality applications that resulted in slightly more modest growth.
We also bumped up our rates a little bit in the first quarter, so this is another data point.
Well, it's interesting, Matt.
As you know, in the auto portfolio, nothing is ever a nonperforming asset because they never make it to that point.
So by the time something is 90 days past due, we have an actionable outcome.
So the amount of auto-related loans that are in an NPA category is very de minimis.
So I would come back to say, for us, when you're thinking about nonperforming loans, you're kind of focused on residential mortgage activity and commercial activity, and I think that in my comments, on the commercial activity, our nonperforming loan balances are at like 8-year low levels.
Residential mortgage is still manageable for us.
It's still the majority of our nonperforming assets and we certainly think we're in good, protected collateral positions in our marketplace where the price of housing really has not accelerated much.
But again, it's better than it was a couple years ago, but it still takes a long time to work through a mortgage workout, whether it's a foreclosure or some other type of remediation activity.
So you do find yourself kind of accumulating multiple properties.
And we don't seem to move them through the system very quickly.
That being said, we don't think we've got really value erosion like that in any great form.
I wouldn't expect that number to move up a lot, but it's at such a low number, Matt, small changes move the number.
I think ---+ I would think it's logical to say it'd be really difficult to go below the levels we're at right now because I do think that is the concern, that certain types of products are not demanding the same robust outcomes they were at the auction 2 years ago or 1 year ago.
But really, for us, Matt, it really becomes episodic.
It's not like we have a national business where the national trend has to dominate.
It tends to be more of a regional, local trend that dominates that outcome.
And honestly, if new car sales start to go down a little bit, our dealer network actually starts to see some more activity on the used side.
So not necessarily a bad thing.
Again, with our proportion of almost 2/3 of our activity being on the used side.
All right.
Let me take a shot at that.
I would ---+ let's start with the NRS activity.
And which is, in the first 2 months that we owned it, we recorded $1.5 million or $750,000 a month of amortization.
So we are using an accelerated amortization to essentially amortize about a $61 million core customer list intangible.
So I think in the first year, you would essentially see kind of a $9 million run rate.
Year 2, that backs off about $800,000, Matt.
So in other words, year 2 of a ---+ I think we're going to get a 10-year life.
Year 2 backs off to, say, $8.2 million, year 3 backs off to, say, $7.5 million.
Then you reach a point where essentially it becomes in and around $5 million a year, maybe 4, 5 years into it and that stays for the balance of the 10-year period of time because essentially you reach back to kind of the straight-line outcome.
So $1.5 million in the 2 months that we owned it.
So kind of take a quarterly run rate of $2.25 million for the next 3 quarters at a minimum with a modest reduction going into early 2018.
In terms of core operating expenses ex-Merchants, we'll get 1 more month of NRS revenue and 1 more month of NRS expenses in the second quarter that we didn't have in the first quarter, and that's a positive outcome.
This is a very productive yielding business for us.
And so it's a net benefit to us, even net of the amortization.
Core operating expenses for us in the first quarter were actually very, very good in terms of expense control.
But I would add that if you're working off the base of core first quarter expenses, making the adjustment for NRS, reminding you that we did have winter in 2017.
I know this sounds pretty hokey, but clearly it's more expensive for us to plow the driveway and heat the buildings than it is to cut the grass and turn on the air conditioning.
So in the expense per share, it's probably close to that.
The first quarter also absorbs a lot of payroll tax expense because you've reset all of your withholding lines.
That's closing in on for us $1 million differential between, say, a first fiscal quarter and a fourth fiscal quarter.
That tapers down into the second quarter, but honestly the first quarter is really the robust one.
Generally, for us, the first quarter is the lowest quarter of the year in terms of activity levels for deposit service fees.
Our customers tend to use their debit cards less.
They tend to have less transactions that allow us to have a service fee attached to that.
They typically build back up to the tune of 3% to 5% more in the second, third and fourth quarter.
That all seems to be in line with what we're seeing.
You're going to really start to see some blending of those numbers, though, bringing on Merchants in the middle of the second quarter.
So hopefully, we'll do a decent job at the end of the second quarter kind of giving you the Merchants characteristics.
If you look at Merchants results that were published earlier in the week, they're off to a great start.
They really had a nice first quarter.
If you pull out their acquisition expenses, as <UNK> said, they're kind of running a core early mid-60s type earnings per share outcome.
And from that perspective, again, they have some seasonal expenses for themselves that are higher in the first quarter.
When we put out the modeling for Merchants, we said we would get to a low 20s percent type of a cost save outcome because we had no branch overlap with them.
Some of that cost save has already been realized in Merchants' numbers because they had some people that are no longer with them already even before the transaction has closed.
And they've grown a little faster than maybe we would have expected.
So their results are good.
So I think from a perspective relative to net operating expense line, that's a safe way to start, Matt, from a modeling standpoint.
And I'm certainly happy to provide more color offline if necessary.
It was, Chris.
So seasonally, it's not unusual for us not to have loan growth in the first quarter.
Actually, 5 of the last 7 years, we haven't been able to produce net loan growth in the first quarter.
And we certainly had the extent of a full year outcome, as <UNK> was mentioning.
But to answer your question directly, we had good deposit growth, we actually had good deposit growth, both on the core IPC side, retail side, as well as on the municipal side, which that we expect in the first quarter.
Because of where we are in the rate cycle, Chris, we chose not to have heavy reinvestment certainly to investment securities in the first quarter.
Also understanding that we will be expecting to close on Merchants in the second quarter, we clearly have a much lower loan-to-deposit ratio than the Merchants people, and they have certainly generated more loan growth on a proportional basis in their balance sheet than we have.
So we didn't think it was ---+ yes, it's probably cost us a little bit on the margin line and the net interest income generation to not be fully invested, but we think that will probably pay some longer-term results when rates are a little higher and we'll have the opportunity for full reinvestment as well as using some of our lower-cost funds on Merchants to fund some of the Merchants growth.
So yes, it did influence the outcome.
It might have actually moved the margin 1 or 2 basis points, Chris, but generally, I wouldn't put that in there as a trend.
We typically have been a non-borrower on the overnight side, overnight fund side in the first fiscal quarter.
And by the end of the second quarter, we tend to be neutral or a slight overnight borrower.
With the Merchants transaction, I would kind of expect that to actually work through our system as well.
I would see us as a modest borrower post the transaction.
Yes, I think neutral is a great ---+ I would say the cap rate would be neutral because I do think we'll be challenged to replace expiring investment cash flows with amounts equivalent to where they're coming off, Chris.
So I think the challenge would be more on the securities side.
I think you're right.
I think whether it's the next 1 or next 2 Fed rate increases on the lending side, we'll get a little bit of lift out of that.
We feel confident that we can manage our deposit costs extremely conservatively just given our loan-to-deposit ratio and the markets that we participate in.
So I think neutral is a good way to think about it.
Merchants has about a 3% operating net interest margin.
We just reported 365 so the blended combined will actually come down, kind of no way around that from a math standpoint.
But I don't think that we think that the Merchants margin is under attack either.
I think it's at a level that's probably pretty sustainable for them and they probably actually have more positive inflection given a more proportionate commercial lending instruments as we do on a proportional basis.
I think that's it for us.
Thank you all for joining our Q1 conference call, and we will talk again next quarter.
Thank you.
