Ladies and gentlemen, thank you for standing by. My name is Sara, and I will be your conference operator today. At this time, I would like to welcome everyone to the First Bank FRBA Earnings Call Third Quarter 2023 Conference Call. [Operator Instructions]. I would now like to turn the call over to Patrick Ryan, President and CEO. Please go ahead.

Thank you. I'd like to welcome everyone today to First Bank's, Third Quarter 2023 Earnings Call. I'm joined today by Andrew Hibshman, our Chief Financial Officer; Darleen Gillespie, our Chief Retail Banking Officer; and Peter Cahill, our Chief Lending Officer. Before we begin, however, Andrew will read the safe harbor statement.

The following discussion may contain forward-looking statements concerning the financial condition, results of operations and business of First Bank. We caution that such statements are subject to a number of uncertainties, and actual results could differ materially, and therefore, you should not place undue reliance on any forward-looking statements we make. We may not update any forward-looking statements we make today for future events or developments. . Information about risks and uncertainties are described under Item 1A Risk Factors in our annual report on Form 10-K for the year ended December 31, 2022, filed with the FDIC. Pat, back to you.

Great. Thanks, Andrew. I'd like to start with some high-level remarks before we get some additional detail from Andrew, Darleen and Peter. Overall, I think it's important to highlight, we did close on the Malvern Bank merger during the quarter. We also finalized our facilities and systems integration projects which overall have gone very well so far. The numbers in our financial statements and releases include the impact of this transaction. Given the significant noise in the numbers this quarter, I'm going to focus my remarks and bigger picture items and the strategic impact of the merger. Most importantly, as many of you know, we added significant size and scale in our core Southeastern Pennsylvania market. We now have half of our overall 26 branch locations in the Greater Philadelphia market. 10 of them in Pennsylvania and 3 of them in Southern New Jersey. And almost 1/3 of our loans are sourced from the Greater Philadelphia and Southern New Jersey markets. Second, we made significant progress on what we call Project Sculpt where we're reshaping our balance sheet. As [indiscernible] as you saw in the release, we sold approximately $95 million in investment securities. We sold another $100 million in residential mortgage loans, we used these proceeds to pay off about $130 million in borrowings, and we also let $68 million in broker deposits runoff during the quarter. The net results of these activities will drive better ROA, improved ROE and increased capital efficiency while also freeing up contingent funding availability. We continue to explore additional sculpting opportunities to shared noncore assets that have been mark-to-market through the acquisition. This project should continue into 2024. As we use proceeds from investor real estate loan payoffs and pay downs to fund some of our newer C&I loan initiatives with the goals…

Thanks, Pat. For the 3 months ended September 30, 2023, we recorded a net loss of $1.3 million or $0.05 per diluted share. Excluding merger-related expenses, the initial credit loss expense on the Malvern acquired loan portfolio and some other onetime items during the current quarter. Adjusted net income was $10.1 million or adjusted EPS of $0.42 and an adjusted return on average assets of 1.13%. The acquisition of Malvern closed on July 17, 2023, the combined stock and cash transaction was valued at approximately $129.7 million with Malvern providing $953.8 million in assets, $727.7 million in loans and $671.9 million in deposits on the date of the acquisition. . During the third quarter, as Pat mentioned, the sale of certain acquired investments in residential loans netted us approximately $165 million in cash, which allowed us to reposition our balance sheet to manage interest rate risk and boost efficiency. Net of impact of the loan sales, loans increased by $581.1 million during the third quarter primarily due to the Malvern acquisition. Excluding the remaining balance of acquired Malvern loans, which was $626 million at the end of September, loans declined by during the quarter. Total deposits were up $567.6 million during the third quarter of 2023, also primarily due to the Malvern acquisition. Excluding the $671.9 million in deposits acquired from Malvern. Deposit balance declined by $104.3 million during the 3 months ended September 30, 2023. The decline during the quarter was primarily due to the bank around some higher-cost brokered and noncore funding to leave, but the overall industry-wide deposit declines and competitive pricing pressures are also impacting our total deposit levels. primarily due to the benefits of the Malvern acquisition, our net interest income improved from 3.28% in the second quarter of 2023 to 3.36% in the third…

Thank you, Andrew, and good morning, everyone. I'll start off by stating that there were no big surprises relative to the positive activity in the third quarter. While we have initiatives in place focused on retention and acquisition we're not immune from the unprecedented chips and funding mix and pressure on funding costs experienced within the industry. The second quarter -- in the second quarter, we reported strong deposit growth, primarily in our government and commercial portfolios. In Q3, total deposits were up mostly due to the Malvern acquisition. As Andrew has mentioned, we experienced $104.3 million decline, of which $68 million was higher cost brokered and noncore deposits. We continue to experience declines in our time deposit portfolio due to the rate environment. However, we anticipate some stabilization and potential growth with some of the offers we've recently launched in the market. We experienced larger than normal outflows from some of our commercial clients that move funds for rate and/or business purposes. We know who these clients are and while their balances may have declined, they still remain customers of our bank. Our cost of deposits increased 28 basis points in Q3, inclusive of the deposits we onboarded from Malvern, but it's less then the increase we experienced in the second quarter. Again, a result of the rate environment, but overall, we're managing this metric by letting go of higher rate funding. Our deposit mix continues to shift with noninterest-bearing moving into interest-bearing vehicles and noninterest-bearing funding remains a strategic focus as we build on expanding the relationships that our customers maintain with us. As we move forward, one of our key priorities is to continue to focus on deposit growth. We remain steadfast with our strategic initiatives. And this month, we launched a all deposit campaign focused on driving growth as well as retaining funds that are at risk because of the competitive landscape. We're excited about our 8 new branches from the Malvern acquisition and the growth opportunities with expansion into the Southeastern part of . The sales teams are engaging with our new customers, and the feedback has been very, very positive. So at this time, I'll turn it over to Peter Cahill, our Chief Lending Officer, for his remarks. Peter?

Thanks, Darleen. As you just heard and read in our earnings release, third quarter was a busy one for all areas of the bank, and that includes the folks in lending. You might recall that we had a very good first half of the year where loans grew $100 million, and we're right on plan to meet our annual growth goal. Despite the good results, we were seeing signs then of the impact of a slowing economy, rising interest rates as well as our increased focus on growth in C&I lending and other loans or relationships include increased levels of deposits. . During the third quarter, we continued this focus while consolidating the Malvern loan portfolio into ours. As Andrew mentioned, we sold a portfolio of residential mortgages and onboarded the remaining loans. We think going forward will drive a lot of synergies by holding that portfolio into our existing sales teams. You can see in the schedules in the earnings release a breakdown of the portfolio by loan type. Obviously, these numbers are post consolidation with Malvern so the percentages are impacted by the merger. But we did experience some good organic growth in C&I during the quarter despite some payoffs there. Absent the positive impact of the Malvern merger, overall organic loan growth was negative in the quarter, as Andrew mentioned. We saw some loans primarily investor real estate loans refinanced out of the bank for lower interest rates elsewhere. And we sold a couple of loan participations to smaller community banks, and we also saw a decline in loans of approximately $50 million because the assets securing those loans were sold nearly 66% of this $50 million bucket we're non-investor real estate loans, meaning they were mainly C&I and then a couple of cases, businesses just got…

Thank you, Peter. Well, at this point, I'd like to turn things back to the operator to open things up for the Q&A session. .

[Operator Instructions]. Your first question comes from the line of Justin Crowley with Piper Sandler.

I was wondering if you could maybe expand a bit on some of the efficiencies gained with the deal. Obviously, real nice progress as telegraphed -- it seems like there's maybe a bit more to come next quarter. I wasn't sure if you're in a position to get a little more specific on how that may look. And then maybe just more broadly speaking, not necessarily specifics but just heading into 2024.

Yes. So obviously -- well, I should say obviously, but there are stages in merger integration. And when we closed on deal on July 17. There were some folks who were not retained starting at that point. And then there was another group of people that we retained through the end of September to help with the systems and facility integration. So the kind of the stages of cost savings really reflect that process. And then as you move forward, there's always some inevitable attrition that comes from folks that you thought might stay that decide to move on or folks you thought you wanted to keep, but it doesn't work out. So things continue to evolve as we move forward. But I think on the people side, Andrew, we've gotten the bulk of what we expect there. And we're continuing to realized savings in other areas in terms of back office professional service and things like that. So there'll probably be some lingering expenses that we'll need to incur in the fourth quarter just to kind of finalize legacy Malvern expenses and onetime merger-related things. But I think we'll have a pretty good view of the run rate for Q1 and when we regroup on our next call. But Andrew, anything you want to add there?

I think that's a good summary. There's probably going to be a little bit of continued noise in the fourth quarter as we wrap up some of the things that we need to wrap up. And still, there's still some people on things that we're figuring out. But yes, I mean, I think as we head into the first quarter of 2024, all that "noise" should clear up and we should continue to see some additional cost savings now. As you then head into the next year, there will be other things that impact expenses, obviously. So there's a lot going on, especially with the size we're at now, but we expect to continue to get some additional benefits. But we did I think, get more upfront maybe than we even anticipated, but there is still, I think, at least a little bit more to come on the cost savings.

Okay. Got it. Appreciate that. And then just looking at the balance sheet repositioning in the quarter, a lot was expected and I think a big added benefit of doing the deal. But just curious if you could talk through maybe a bit more what continued opportunity could look like? I know timing can be tough to pin down for sure, but maybe just in terms of magnitude compared to what we've already seen so far?

Yes. I wouldn't say from a magnitude perspective, there would be major additional sales along the lines you saw in the third quarter. There may be some one-off situations where there may be some noncore assets that could be sold. But again, I wouldn't expect anything in the size and scale of what we realized in the third quarter. And then some of it is just more gradual where you've got loans that you might view as not strategically necessary and you have negotiations around rate and structure and price that you might hold the line on a little stronger if you're not worried about the leaving. So I do think we'll see some situations where some loans will mature or rates will reset. And we might see some continued payoffs and pay downs, particularly in the amount of real estate portfolio. And -- those are things that I expect will continue to happen as we move forward over the next couple of quarters. But I don't think it would be a big headline announcement as much as a gradual strategic transition out of some less relationship-based investor real estate loans into more relationship-driven higher deposit balance and loans.

Okay. So -- and combining that sort of some of the commentary on some loan growth and just the size of the balance sheet, is what is the right way to think about it? And I'm sure it's sort of a moving target, but a flat balance sheet? Or is contraction a more likely scenario just looking out over the next couple of quarters?

Yes. Listen, I don't know, right, at the end of the day, it's all about adding the right types of customers and transitioning out of potential noncore nonstrategic assets. But if our team does an incredible job, which I hope they will, and generating good new core deposit balances, then we've got plenty of activity in the loan pipeline as Peter outlined to to grow loans a little bit over the next couple of quarters. But if the core deposit funding is hard to come by, then I'd say a flattish scenario where we reposition payoffs and paydowns into new loans is probably more likely. But I'm not overly concerned about whether it's flat or 5% growth. It's about doing the right kind of business. And in this environment, we can generate value without growing by optimizing the portfolio. But -- that doesn't mean we won't grow if there are good opportunities to add quality customers and relationships. So.

Okay. Understood. And then just one last one quickly for me. Just on the margin, Andrew. I'm not sure are you able to walk through just the purchase accounting impact. And quantifying, if you can? And then just perhaps what the thought is on how that trend is moving forward? .

Yes. So I think in the remarks, I mentioned the kind of net impact of purchase accounting accretion was $2.7 million. And again, that was because the deal closed later in the month of July, that was 2 months. So you can kind of figure out what the monthly run rate. Now that runs down over time, but not quickly. So it will run down gradually over time. But yes, I mean that's all those large interest rate marks that we have going. So that's kind of the number that we saw in the second quarter based -- our third quarter based on 2 months you can kind of figure out what the run rate will be kind of the trailing off over time going forward. There's also some impact on some other areas, not just the margin like deposit intangibles and things like that, that get amortized back through expenses on the core deposit side. So there is some other impacts, but those are more muted than the interest rate marks, which is the number that I gave you there.

Your next question comes from the line of Manuel Navas with D.A. Davidson.

Just a big picture. I have your slide deck with the businesses you're focusing on. Are there any businesses that you've exited, fully that aren't on that [indiscernible]?

No. I mean we obviously pulled the big [indiscernible] of residential mortgage loans that were Malvern loan. But we haven't stopped making new residential consumer loans. But as you know, it's never been a real big part of our business. So we continue to make consumer residential loans where there's a larger relationship involved, and it makes sense. But -- those are areas where we've historically been very selective, and I think we'll continue to be selective. And then on the investor real estate side, we're definitely not exiting that area. We're just looking to rebalance the portfolio as we move forward to, bring down some of that real estate concentration as well as grow in some areas where we think we can generate additional deposit balance.

Okay. That's helpful. In the past, you talked about some of the repositioning opening room for buybacks. Are those still on the table? It looks like it mainly went to borrowings and the NIM is that should help them in, and that is a very solid way to use the proceeds as well. But just wondering how you balance that versus buyback?

Yes. Listen, I think in the short run, our focus over the next couple of quarters is going to be replenishing capital. Obviously, the acquisition both with the cash component and the mark to market used up some of our excess capital. I think we'd like to first replenish that. But if down the road, the buyback remains an attractive way to deploy excess capital, we would absolutely continue to look at it. As I think you know, we did -- we did some buybacks early in the year. As we sort of project out with flat to slight balance sheet growth and significantly enhanced earnings, we expect we're going to be able to replenish capital put quickly. So I don't think we'll be on the time line for too long on the buyback, but -- in the short run, I think the priority is to get those capital ratios back up a little higher than where they are right now.

What is that medium-term target on Or what metric would you use? .

Yes. I mean we've got internal levels that we keep an eye on our Tier 1 risk-based is at 9% right now, which again is a level we're perfectly comfortable with. But I think we'd want to see that a fair bit overnight before we started buying back stock. So -- there's not a magic number. It depends on where the stock is trading and other strategic initiatives underway. But I think at 9%, we'd be focused on moving that number higher in the short run. And then as we build up some additional buffers, we'll take a look and see where the stock is trading. And if that's the right way to deploy any excess capital we might have, we'll absolutely look at it.

The growth -- the organic growth took a step back, but the pipeline is rebuilt. Do you -- do you see fourth quarter as you're back to normal? Or is it still going to take a couple of quarters before kind of the different loan and deposit channels are fully back up and running again?

Yes. Again, I think the loan pipeline is robust. So there's no shortage of good quality loan opportunities out there. At this point, we're focused on funding the quality loans that we can fund with core deposit growth. And Darleen and her team and Peter and his teams are out there on in the pavement every day to -- to find new opportunities and look to grow those deposits. I think we're doing a great job acquiring new customers. The challenges there continues to be some seepage out of the banking industry into money market, bond funds, et cetera. So sometimes you're adding customers, but you're running in the wind a little bit, and so it may not result in a lot of overall balance sheet growth. But that's going to be the driver. And at this point, we don't need to force it. We can drive strong earnings growth without the need for significant balance sheet growth. Again, that doesn't mean if we have good opportunities, we won't continue to do that. But the way we've been able to reposition the balance sheet and the way we can manage attrition and payoffs and pay downs along with deposit growth will allow us to continue to add new business, whether that translates into modest growth or flat balance sheet, time will tell. But I don't view that as a huge variable in terms of us hitting our goals on a financial performance perspective.

And Nick, I would add that, as Pat and I think Peter both mentioned, typically right after a deal closes, there is some workouts of loans. We're trying to work out of their problem loans. And we're getting out of some strategic nonstrategic relationships. So that will obviously impact the net loan growth as well as we'll see. We will ultimately see some elevated payoffs and paydowns over the next couple [indiscernible] .

That brings up kind of my next comment is that pipeline can help generate -- in the past, the projection was about $200 million in growth just out of that pipeline. Obviously, there's going to be some -- that's not going to be net fully next year. But is that kind of the production you think you can generate even as soon as next year? Just kind of some thoughts there in terms of that production side, obviously, there's going to be continued runoff. There's going to continue kind of keeping what you want to keep, but do you feel comfortable with the production side being at that $200 million level? Or could it be a little bit higher? .

Yes, I don't see it being higher than $200 million. I had a gap to this less than $200 million, not because there's not good loan opportunities out there, but just because as we see opportunity to reposition the balance sheet, we're not going to force it, right? There's no reason in this inverted yield curve environment to be borrowing money to fund loans. So -- we're going to do what we can based on our deposit growth initiatives. And if the headwinds in that market means that we don't have as much in core funding as we'd like to fund all the good loan opportunities then we may end up growing less than that 200 number that we've done in the past. But it's not for lack of good loan opportunities. It's really just dealing with the rate environment we're in and the funding market for it.

Okay. And then what levels of attrition are you seeing on the deposit side? And is that slowing? Is that progressing as expected? Just kind of some thoughts on -- customer retention?

Yes. I think we knew we were going to have some excess cash coming through the sales of securities and residential mortgage loans. So for a good part of the third quarter, we weren't aggressively pricing deposits. And if it was a rate sensitive situation, we decided to let some of that money go. And as you saw, almost 3 quarters of the decline in deposits during the quarter was a function of letting brokered runoff, which is much more of a turn it on, turn it off site funding stores. So we've got a nice new deposit campaign going. We've got our group laser-focused on finding core deposits, and we're seeing some initial good results from our current promotion. So I think we'll return to deposit growth in Q4, Darleen, anything you'd add there?

No. I would just, [indiscernible] your comment that we have some great campaigns out in the market. We have a great sales team that is focused on expanding relationships and acquiring new customers and deposits. So as long as we continue with that trajectory, I think that we'll continue to see positive deposit growth as we move into 2024.

And I just -- I appreciate that. My last question on the NIM outlook. Is the best way to kind of think about the NIM next quarter is taking that $2.7 million and adding an extra month because that was 2 months of accretion at that kind of going forward at some a little bit of growth. Are there any other moving parts I should be thinking about on that near term [indiscernible]? .

Yes. The market environment, I mean, that's the right way to start the analysis, and then you got to factor in where you think deposit costs are going and what you're seeing on the loan side. We do think we're getting to a point where -- the increase in loan yield is almost offsetting the increase on the deposit funding costs. So -- we hope to be in a position where the net impact of those 2 variables is neutral from a margin standpoint. I'm not sure we'll be there in Q4 or hope to get there soon. But even with some of those headwinds, the just the math of the interest rate accretion earn back, the margin should be moving higher for sure.

Is there like opportunities for security yield pickup? Is there opportunities -- what are like new loan yields coming on? I know it's more C&I, that should be higher. What's in the pipeline. Those are the kind of things that I can't quite see that could be a nice benefit to the NIM going forward?

Yes. And I think anything we're doing that short-term variable rate was getting priced really anywhere between 8% to 10%. So plenty of yield on the new production on the floating rate stuff, I think the term fixed rate stuff is now getting priced in the probably 7% to 7.5% range and -- so if you line up a new incremental deposit dollar, which is probably coming in at close to 5% against a new fixed rate loan at 7.5%. Obviously, that's only spread, which would tighten your margin a bit. But I'd say of the new loan production we're doing right now, 2/3 or more is in the shorter-term floating rate category. So I think the net benefit on the loan yield side is getting pretty close to matching what we're seeing in terms of the increase on the funding cost side.

And with that, just to follow up briefly, would that kind of give you the expectation as that's bottoming out that you could see some expansion in the second half next year? Like what's -- any kind of thoughts on the NIM trajectory?

Well, again, I mean, just with the math from the earnings accretion, it's going to move higher significantly in the first half of the year. At some point, that does slow down a little bit. But the downside of larger interest rate marks upfront and the tangible book value dilution just means there's more interest rate mark income to earn back in. So you get the get the benefit of that over a longer period of time. So I don't know, Andrew, we haven't finalized our budget for '24 and beyond. So I don't think we're prepared to give you guidance beyond the next couple of quarters at this point.

Yes. I mean, obviously, there's -- there's, it's all contingent on what the rate environment looks like. If it stays inverted like this for a long time, and it'll continue to put pressure on the margin if we get some -- some relief from the yield curve environment that, that will help. But [indiscernible] point is right. I think over -- at least over the next few quarters, starting in the fourth quarter, we should see some improvement. And then hopefully, it stabilizes. But again, it's going to be very contingent on rate environment and a lot of things out of our control.

At this time, there are no further questions. I would like to now turn the call back over to Patrick Ryan, President and CEO.

Okay. Thank you very much. We certainly appreciate folks dialing into the call today. And -- we look forward to providing additional updates when we do our fourth quarter update later in January. Thanks, everyone.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.