Earnings Call
1Q 2020
Friday, April 24, 2020
1
Forward Looking Statements
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State's and CenterState's respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (2) disruption to the parties' businesses as a result of the announcement and pendency of the merger, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement, (4) the risk that the integration of each party's operations will be materially delayed or will be more costly or difficult than expected or that Clickthe parties are otherwise unabletoto successfullyeditintegrate each party's businessesMasterinto the other's businesses, (5) thetitlefailure to obtain the necessarystyleapprovals by the shareholders of South State or CenterState, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability by each of South State and CenterState to obtain required governmental approvals of the
merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction), (8) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (10) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution caused by South State's issuance of additional shares of its common stock in the merger, (12) a material adverse change in the financial condition of South State or CenterState, (13) general competitive, economic, political and market conditions, (14) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the recent outbreak of a novel strain of coronavirus, a respiratory illness, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on South State or CenterState and its customers and other constituencies, and (15) other factors that may affect future results of CenterState and South State including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of CenterState and South State can be found in the registration statement onEditForm S-4, as amended,Masteras well as South State'stextAnnual Reportstyleson Form 10-K, as amended, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and CenterState's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC's website at
http://www.sec.gov. CenterState and South State disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Important Information About the Merger and Where to Find It
South State has filed a registration statement on Form S-4 and an amendment thereto with the SEC to register the shares of South State's common stock that will be issued to CenterState's shareholders in connection with the transaction. The registration statement contains a joint proxy statement of South State and CenterState that also constitutes a prospectus of South State. The registration statement on Form S-4, as amended, was declared effective by the SEC on April 20, 2020, and South State and CenterState commenced mailing the definitive joint proxy statement/prospectus to their respective shareholders on or about April 20, 2020. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AS WELL ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by South State or CenterState through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of South State or CenterState at:
South State Corporation | CenterState Bank Corporation |
520 Gervais Street | 1101 First Street South, Suite 202 |
Columbia, SC 29201-3046 | Winter Haven, FL 33880 |
Attention: Investor Relations | Attention: Investor Relations |
(800) 277-2175 | (863) 293-4710 |
Participants in Solicitation
South State, CenterState and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of each of South State and CenterState in connection with the merger. Information regarding the directors and executive officers of South State and CenterState and other persons who may be deemed participants in the solicitation of the shareholders of South State or of CenterState in connection with the merger is contained in the definitive joint proxy statement/prospectus related to the proposed merger. Information about the directors and executive officers of South State and their ownership of South State common stock can also be found in South State's definitive proxy statement in connection with its 2019 annual meeting of shareholders, as filed with the SEC on March 6, 2019, and other documents subsequently filed by South State with the SEC, including, but not limited to, Amendment No. 1 to South State's Annual Report on Form 10-K/A, as filed with the SEC on March 6, 2020. Information about the directors and executive officers of CenterState and their ownership of CenterState common stock can also be found in CenterState's definitive proxy statement in connection with its 2020 annual meeting of shareholders, as filed with the SEC on March 10, 2020, and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants is included in the definitive joint proxy statement/prospectus and other relevant documents regarding the merger filed with the SEC.
2
COVID-19 Response
Employees
• Over 90% of non-branch employeesClickworkingto remotelyedit
• Increased paid leave for employees unable to work
due to lack of childEditor Master text limitsstyles dependent care
- Branches restricted to drive through traffic
- Additional compensation for employees with essential in- office jobs
- PPP loan ramp up for our small business clients
3
COVID-19 Impact
- Branches limited to drive-through beginning 3/20
- 12 branches without drive-through open by appointment only beginning 3/20
- Over 90% of non-branch employees working from home
Click to
Alabama
Shelter in Place until 4/30 10 of 10 branches open
title style
Georgia
Shelter in Place until 4/30 18 of 18 branches open
Florida
Shelter in Place until 4/30 120 of 121 branches open
Information as of 4/21/20 | 4 |
Stay at home orders for various States per New York Times |
Merger Update
Progress
Next Steps
1/28-2/9 | Town Halls with Executive Leadership |
reached ~50% of employees | |
February | Integration Kickoff and Team selection |
to edit Master title style | |
Weekly | Integration Team Meetings |
Weekly | Executive Team Meetings |
March | All Regulatory Applications Filed |
Edit Master text styles | |
3/5/20 | Core Provider Selected |
3/5/20 | Named Line of Business and Market Leaders |
4/20/20 | S-4 Became Effective |
5/21/20 | Shareholder Vote |
3Q 20 | Anticipated Close |
2Q 21 | Expected System Conversion |
5
Credit Update
6
Payroll Protection Program (PPP)
-
Secured SBA PPP funding for nearly 7,000 loans totaling $1.1
billionClick(1) to edit Master title style - Funding for PPP through liquidity on hand, deposit growth,
and potential use of FRB PPP facility
Edit Master text styles
- Capacity to accommodate additional demand should program be expanded
(1) As of 4/16/20
7
Loan Portfolio Summary
-
Actively managing exposures in Lodging, Restaurants, and
RetailClick to edit Master title style - Less than 1% total exposure to SNC's, Leveraged Lending, Oil
& Gas, and Aviation
Edit Master text styles
- 99% of loan portfolio is in footprint
- Granular loan portfolio with average loan size of $230,000
8
Industry Exposures(1)
Consumer
Click10% to edit Master titleSelected Industriesstyle
(% of total loan portfolio) | |||||
Mortgage | |||||
Total | Lodging | $389 | 3.3% | ||
21% | |||||
Edit Master text styles | |||||
Portfolio | Commercial | ||||
69% | Restaurants | $307 | 2.6% | ||
$11.8 Billion | |||||
Retail CRE | $1,632 | 13.8% |
Dollars in millions, unless otherwise noted | 9 |
(1) Excludes held-for-sale loans |
Loan Deferral Requests*
Consumer
$119
• | Proactively offered to customers | ||
• | $1.9 billion in customer deferrals in process | Commercial | Mortgage |
$198 |
Click to edit Master title$1,551 style
• Standard deferral is 90 days principal and interest
Daily Request Volume | Edit Master text styles | |||||||||||
$200 | $173 | |||||||||||
$150 | $148 | $132 | ||||||||||
$116 | $129 | $119 | ||||||||||
$105 | $109 | |||||||||||
$96 | $106 | $100 | ||||||||||
$100 | ||||||||||||
$77 | $77 | $75 | ||||||||||
$38 | $47 | $47 | $56 | |||||||||
$50 | $30 | |||||||||||
$20 | $27 | |||||||||||
$4 | $2 | $2 | $15 | $2 | $14 | $2 | ||||||
$-
Dollars in millions, unless otherwise noted | 10 |
* Information as of April 17th, 2020 |
Line of Credit Usage Has Been Relatively Stable
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
Consumer | Commercial | |
45.4% | 44.6% | Master |
58.8%57.4%
text
54.6%55.4%
41.2%42.6%
Dec 2019 - | March 2020 | - | Dec 2019 - | March 2020 - | |||
Consumer | Consumer | Commercial | Commercial | ||||
Drawn | Available | ||||||
11
Lodging Portfolio
Click to edit MasterBest Westerntitlenationalstyle | ||
Marriott $14 | Other | |
• 54% weighted average loan to value | $24 | brands |
$42 | ||
• Underwriting policy is 65% loan to value; 1.5x DSC | Boutique | Choice $67 |
Edit Master text styles | ||
based on a 20-year amortization | $30 | |
• Lodging is $389 million or 3.3% of loan portfolio | Wyndham $37 | |
Waterfront | ||
• Average loan amount $1.7 million | resorts $69 | |
Hilton | $44 |
- 69% of portfolio under deferral(1)
• Top 3 MSA's: Tampa, Jacksonville, Atlanta | IHG $62 |
Dollars in millions, unless otherwise noted | 12 |
(1) Includes approved/processed and considered deferrals | |
Restaurant Portfolio
CDL $11 | ||
Click to edit Master title style | ||
• 55% weighted average loan to value | Non-RE | |
• Underwriting policy is 75% loan to value; 1.4x DSC | Secured $43 | |
Occupied Real | ||
Edit Master text styles | ||
based on a 20-year amortization | Owner | |
• Restaurant is $307 million or 2.6% of loan portfolio | Estate $144 | |
• Average loan amount $453 thousand | Non-Owner | |
Occupied Real |
Estate $109
- 35% of portfolio under deferral(1)
Dollars in millions, unless otherwise noted | 13 |
(1) Includes approved/processed and considered deferrals | |
Retail CRE Portfolio
Click to edit Master title style | CDL $27 |
• 58% weighted average loan to value |
- Underwriting policy is 75% loan to value; 1.3x DSC
based on a 20-year amortizationEdit Master text styles | Owner | |
• Retail CRE is $1.63 billion or 13.8% of loan portfolio | Non-Owner | Occupied Real |
Estate $298 | ||
Occupied Real |
Estate $1,308
- Average loan amount $1.0 million
- 23% of portfolio under deferral(1)
Dollars in millions, unless otherwise noted | 14 |
(1) Includes approved/processed and considered deferrals | |
1Q20 Financial Highlights
15
Highlights - Linked Quarter
4Q19 | 1Q20 | |||
GAAP | ||||
Net Income | $71.1 | $35.4 | ||
EPS (Diluted) | $0.56 | $0.28 | ||
Return on Average Assets | 1.63% | 0.82% | ||
Non-GAAP* | ||||
Return on Average Tangible Equity | 18.77% | 9.87% | ||
Non-GAAP, Adjusted* | ||||
Net Income | $72.2 | $35.5 | ||
EPS | $0.57 | $0.28 | ||
Return on Average Assets | 1.66% | 0.82% | ||
Return on Average Tangible Equity | 19.05% | 9.88% | ||
Cash dividend per common share | $0.11 | $0.14 | ||
* Adjusted is a Non-GAAP financial measure that excludes the impact of merger related expenses, | 16 |
deferred tax asset write down, tax benefit adjustments (CARES Act) and AFS securities gains or losses. |
Net Interest Margin
$175.0
$145.0
$115.0
$85.0
$55.0
$25.0
Click to$158edit.7 Master$154.9$title157.9 style$153.4
$143.1 | $141.4 | $139.8 | $137.5 | |
$114.2 | Edit Master text styles | |||
$101.3 | ||||
4.40% | 4.45% | 4.19% | 4.25% | 4.17% |
1Q 2019 | 2Q 2019 | 3Q 2019 | 4Q 2019 | 1Q 2020 |
Net Interest Margin* | NII - Excluding Accretion | Net interest Income | ||
10.00%
9.00%
8.00%
7.00%
6.00%
5.00%
4.00%
3.00%
2.00%
1.00%
0.00%
Dollars in millions | 17 |
* Net interest margin is tax equivalent. |
Average Interest Earning Assets
Average Balance | % of Earning | 4Q 2019 | % of Earning | 1Q 2020 | Net |
Assets | Assets | Change | |||
Short-Term Investments | 4.6% | $682 | 4.5% | $674 | ($8) |
Investment Securities | 13.7% | 2,025 | 14.2% | 2,116 | 91 |
Loans - Acquired | 42.3% | 6,254 | 39.6% | 5,887 | (367) |
Loans - Non-acquired | 39.4% | 5,819 | 41.7% | 6,196 | 377 |
Total Loans | 81.7% | $12,073 | 81.2% | $12,083 | $10 |
Total Interest Earning Assets | $14,780 | $14,873 | $93 | ||
Dollars in millions | |
Quarterly averages | 18 |
Loans include loans held-for-sale |
Acquired Loans
15% | |||||||||
13.1% | |||||||||
12% | 10.4% | ||||||||
9.7% | 9.0% | ||||||||
9% | 8.8% | ||||||||
7.4% | |||||||||
6% | Edit Master text styles | ||||||||
1Q18 | 2Q18 | 3Q18 | 4Q18 | 1Q19 | 2Q19 | 3Q19 | 4Q19 | 1Q20 |
Accretion / Total Interest Income
Income Statement | Contractual | Accretion | Total Income | Contractual | Total Yield | |||
(Yields Annualized) | Interest | Yield | ||||||
1Q 2020 | $ | 72.3 | $ | 15.9 | $ | 88.2 | 4.95% | 6.03% |
4Q 2019 | $ | 78.8 | $ | 18.1 | $ | 96.9 | 5.00% | 6.15% |
Dollars in millions
19
Acquired Loan Portfolio
As of March 31, 2020
Discount(A) | Carrying | |||
Acquired Loans | UPB | Value | Percentage | |
Credit Deteriorated | $187.0 | ($36.7) | $150.3 | 19.6% |
Non-Credit Deteriorated | 5,589.5 | (44.5) | 5,545.0 | 0.8% |
Total | $5,776.5 | ($81.2) | $5,695.3 | 1.4% |
(A) Represents a non-credit discount
Dollars in millions
20
1st Quarter 2020 Highlights
Non-Interest Income | 4Q 2019 | 1Q 2020 | Net Change | |||
Correspondent banking revenue | $ | 23.3 | $ | 27.8 | $ | 4.5 |
Mortgage banking revenue | 9.1 | 11.0 | 1.9 | |||
SBA revenue | 1.8 | 1.4 | (0.4) | |||
Wealth management related revenue | 0.9 | 0.8 | (0.1) | |||
Service charges on deposit accounts | 8.0 | 7.5 | (0.5) | |||
Debit, prepaid, ATM and merchant card related fees | 3.1 | 3.7 | 0.6 | |||
Other non-interest income | 4.1 | 3.6 | (0.5) | |||
Total Non-Interest Income | $ | 50.3 | $ | 55.8 | $ | 5.5 |
Dollars in millions
21
1st Quarter 2020 Highlights (continued)
Non-Interest Expense | 4Q 2019 | 1Q 2020 | Net Change | ||||||
Salaries, wages and employee benefits | $ | 73.0 | $ | 77.1 | $ | 4.1 | |||
Occupancy expense | 7.3 | 7.3 | - | ||||||
Depreciation of premises and equipment | 4.2 | 4.1 | (0.1) | ||||||
Marketing expenses | 1.9 | 2.2 | 0.3 | ||||||
Data processing expenses | 5.2 | 5.6 | 0.4 | ||||||
Legal, auditing and other professional fees | 2.9 | 2.7 | (0.2) | ||||||
Bank regulatory related expenses | 0.7 | 1.8 | 1.1 | ||||||
Debit, ATM and merchant card related expenses | 1.4 | 1.6 | 0.2 | ||||||
Credit related expenses | 0.9 | 0.9 | - | ||||||
Amortization of intangibles | 4.6 | 4.5 | (0.1) | ||||||
Impairment on bank property held for sale | 0.8 | - | (0.8) | ||||||
Credit loss expense for unfunded commitments | - | 1.0 | 1.0 | ||||||
Other non-interest expenses | 10.4 | 10.9 | 0.5 | ||||||
Total Adjusted* Non-Interest Expense | $ | 113.3 | $ | 119.7 | $ | 6.4 | |||
Merger-related expenses | 0.2 | 3.1 | 2.9 | ||||||
Total Non-Interest Expense | $ | 113.5 | $ | 122.8 | $ | 9.3 | |||
Dollars in millions | 22 |
* Adjusted is a Non-GAAP financial measure that excludes the impact of merger related expenses. |
Efficiency Ratio
70.0%
60.0%
50.0%
40.0%
30.0%
20.0%
10.0%
0.0%
58.7% | 61.9% | 62.3% | ||
58.5% | ||||
52.3% | 54.3% | 54.9% | ||
51.7% | 51.9% | 52.1% |
Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | Q1 2020 | |
Efficiency Ratio* | Adjusted Efficiency Ratio* | ||||
* Efficiency and Adjusted Efficiency ratios are Non-GAAP financial measures. Efficiency ratio is defined as Efficiency Ratio is | 23 |
defined as follows: [non-interest expense - nonrecurring expense] / [net interest income (fully tax equivalent) + non- |
interest income - nonrecurring income]; Adjusted efficiency ratio also excludes the impact of merger related expenses and amortization of intangibles and is fully tax equivalent.
Tangible Book Value
$12.08$12.17
$12.76$12.68
$12.32
Q1 2019 | Q2 2019 | Q3 2019 | Q4 2019 | Q1 2020 |
24
John C. Corbett
Chief Executive Officer
CenterState Bank
Corporation
Stephen D. Young
Chief Operating Officer
CenterState Bank
Corporation
William E. Matthews V
Chief Financial Officer
CenterState Bank
Corporation
Richard Murray IV
Chief Executive Officer
CenterState Bank
Dan Bockhorst
Chief Credit Officer
CenterState Bank
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Disclaimer
Centerstate Bank Inc. published this content on 23 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2020 21:07:04 UTC