Good day, and thank you for standing by. Welcome to the Northeast Bank Fourth Quarter Fiscal Year 2023 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. I will now like to hand the conference over to your speaker today, Rick Wayne, CEO. Please go ahead.

Good morning and thank you all for joining us today. I am Rick Wayne, the Chief Executive Officer of Northeast Bank. And with me on the call are JP Lapointe, our Chief Financial Officer; and Pat Dignan, our Chief Credit Officer and Executive Vice President. After my comments, JP, Pat and I will be happy to answer your questions. I'm going to reference in my comments, the investor deck that was uploaded last night. Starting with Slide number 3, under the heading financial highlights. For the quarter, we purchased $48.8 million of loans with a UPB of $54.3 million. Make a few comments on that volume. It's a -- typically, the June 30 quarter is not the busiest in the year. And if you go back and look at all of the quarters from over the last five years, it's pretty close to the highest amount for that quarter. It was a $19 million increase over the March 31 quarter. And when we take a look at the activity and so always back up. So that, I think, is a pretty good number. Absent the large transactions that we had in the fourth calendar quarter of 2022, it's more or less the run rate we've been for many years. We did see during the quarter some big transactions that had come to market, but -- and that is generally true that the bid ask is pretty wide between sellers and buyers. And so it didn't meet our pricing expectations. And so therefore, we didn't bid on those. We would expect, based on what we see in the market, that the gap between the bid and the ask will narrow and there'll be more opportunities to take a look at those. We originated $84.2 million in the quarter as well. Our…

Thanks, Rick. Recently, we've gone through and harvested a lot of data on our real estate portfolio, particularly in the office space. And broke the portfolio down by a number of different factors. We thought that the best way to illustrate the flavor of office collateral that we have was to illustrate by the number of floors. What we typically tell investors is that the vast majority of our office portfolio is comprised of low-rise buildings with local tenants, that is tenants serving a local neighborhood or a community as opposed to more traditional office space that is in central business districts or office parks, that sort of thing. And so as you can see from the first table, the vast majority of our office portfolio is in buildings with less than five floors. 189 of the 247 loans are below $1 million with the remainder above and just 10 loans that are higher than four stories actually. The other question that we get frequently from investors is concerning the maturity of those loans. Many articles recently talked about the CMBS debt that's maturing over the next year or so, over $1 trillion. And the potential inability of those loans to refinance. And as you can see from the table on Slide 12, about 54% of our office portfolio is maturing in the next three years, but the current interest rates on those loans are such that they could refinance at today's rates. On Slide 13, we've illustrated all of the loans secured with office space that are above $3 million or 1% of capital. This comprises most of the dollars. And as you can see from this slide, most loans are, again, low rise, there's geographic diversity, low dollars per square foot and relatively high occupancy.

Thank you, Pat. We obviously, of course, would be happy to answer any questions on these office lines or otherwise. But I think, as I say, we go through the next couple of quarters, we'll have this information on all of our different collateral types. And with that, we'd be happy to answer any questions that you have.

[Operator Instructions] Our first question will come from the line of Alex Twerdahl from Piper Sandler. Your line is open.

Hey. Good morning, guys.

Good morning.

Good morning, Alex.

First off, Rick, you talked about some -- a larger amount of transaction volume that was coming to market in the second quarter. I'm just curious, is that comprised of several larger transactions or is there a number of more granular transactions or maybe just a little bit more on the complexion of actually what's coming to market?

You know what, we saw -- and this is by no means everything that comes to market, we saw $2.5 billion of transactions that were in 34 pools, some small. Pat, do you recall what was the largest one. I wouldn't say it was a $900 million mark.

It was a $900 million [indiscernible].

And one of those, Alex, was a $900 million pool. So there were some very large ones, and then there were some smaller ones. But there was a big chunk of those that almost 60% of what I'm describing. The yield, we just wanted there on the seller's expectation on price and then there were others that were -- we didn't bid on because it was undesirable collateral or we didn't agree with the collateral value. And so, we wound up bidding on $165 million of UPB and we wound up winning $54 million. So just to summarize your point, there were some large ones. There were smaller ones, and we got roughly one-third of what we bid on and there was a lot that we did not bid on because of the sellers' pricing expectations. As we mentioned in previous calls, it's a lot of cost and time to do the underwriting that we do on these and we're not going to get there on price. We don't do all of that work. Not that we're afraid of hard work. We work hard, but there's a purpose that goal that's attainable.

For the ones that look like good collateral that you just weren't around the price, were those loans, did they actually trade during the quarter or was the market just not there for them?

Some did not trade as I understand it. And that's -- Pat, you want to respond.

There was a couple of large pools that had a lot of office -- big office component, I think there were some banks trying to unload the office and once they saw the prices they were receiving, there were no trades.

Got it. And then can you just spend a couple of seconds or a couple of minutes talking about your appetite and capacity for some of those larger pools. Obviously, you did one in the fourth quarter, very large one relative to you. But to the extent that there are some larger pools like that $900 million pool or some even in the $1 billion range. In terms of your ability to actually do some of those deals or your appetite, I guess, maybe talk around what the constraints would be and how you might go about approaching something that's a little bit larger.

Well, the higher capacity, loan capacity now based on our existing capital is about $450 million. And to point out at the end of December, so as we entered our third fiscal quarter, it was about $100 million, and that capacity increased through a combination of earnings and we raised $8 million through our ATM offering. So I think that our capacity to do, we have a great interest in doing a big transaction. For example, the $1 billion that we bought in the fourth calendar quarter has given us such a base now that just our basic core earnings are up significantly and will be going forward because of that. And we would like to do more, how much more it would require us to -- depending on the timing of it, you have your own model, of course, as to what -- and we don't put those numbers out as to what we're going to earn, but you could take a look at what you project and figure out how much capacity we would have, which would be augmented by loan payoffs. And I'm not saying we're going to do this at all, but we can also raise more money through our ATM offering. Fortunately, our stock prices come back very nicely, and we're trading at a nice price now. And I would just add on what we're seeing and the stuff we like, which is what we bought in the fourth quarter, we're seeing now is really low LTV. And so we don't want to take any undue credit risk at all. So we'd like to say we're not in the business of losing principle here, but if we -- and we're seeing that with low LTV loans that are coming to market. So I hope that was helpful enough, but if you have any follow-up on that point, please.

That's good color. And I guess just my final question on the purchase market. For some of the transactions that are trading during the quarter. Is it other banks as the buyer or is it -- are you competing mostly against private equity and other specialty finance companies?

Well, we bought, as I mentioned, we bid on $165 and we bought $55 million or $54.3 million -- there, Pat, do you want to comment? Did you hold [indiscernible]

It's largely banks. There's also one or two funds that compete in our space that are -- have very cheap cost of funding that we often compete with. I know we lost to one of them and one of the bids, but that's largely banks.

Got it. Okay. And then, if I'm remembering correctly, this quarter, I guess, your first fiscal quarter of 2024, you guys adopt CECL, if I'm not mistaken. Can you maybe give us an update on what the expectations for that could be?

JP?

Yeah. The expectation there, Alex is, the allowance is going to go up significantly. As you see in our presentation on slide number here. We have a good amount of credit related discount, non-accretable discount about $23 million of non-accretable discount on Slide 23 at June 30. Almost all of that will move into the allowance from the discounts of the loan balance will go up and the allowance will go up accordingly. And then we'll probably be somewhere around where we are and what's in there now for the originated portfolio. So if you take what we have now and add in most of the non-accretable discount, that's approximately where we'll be with our CECL calculation upon adoption.

Okay. JP, -- just to summarize, you're saying then, we don't expect with the adoption of CECL to have any -- there won't be any meaningful income statement effect on the adoption.

Right. Correct.

And for those that are listening that may not be familiar with that, JP was saying that we will -- that the allowance -- the credit discount that we have, it's a geography that will become an allowance. And then the discount on our books relating to interest expense, we will just continue to treat as we have been.

Correct.

Okay. And does the $23 million, does that get reclassified from capital to the ACL?

No, just from the discount against the loan. So the loans get grossed up. So purchase loans will increase by $23 million and the allowance will increase by $23 million. No capital impact from that upon adoption.

Okay. And does anything change with CECL with the purchase model? Just remind us in terms of the accounting going forward, I guess, would we see higher levels of provisioning associated with some loan purchases because of that non-accretable piece?

I can answer that currently and prospectively. So currently, yes, based on how the CECL guidance is right now, when we purchased loans, you would have to provide for an allowance through the provision for loan losses. However, FASB has a standard that they are finalizing at the end of August that will allow purchasers of purchase financial assets to take some of the discount and move that into the allowance, so there is no provision for loan losses, and that can be applied retrospectively. So we figure by the time that is issued, it will have no impact on our financial statements, and we won't have to provide to the provision for loan losses for purchase credits unless there is no discount allocated to credit at purchase.

Okay. That's really very helpful. And then...

Sorry, one other point, Alex, is there will be a difference going forward also because right now, some of that accretion that we see in the total yield related to credit marks upon payoff that won't go through yield anymore, that will be a negative provision for loan losses upon the adoption of CECL. Again, geography on the income statement, but won't be in the yield anymore, but will be in the income statement, so.

Okay. Great. And then going back to expenses, I think you said $2 million of expense -- $2 million higher in expenses. So that kind of puts your run rate on expenses in the next quarter back closer to where it was in the first quarter or the first calendar quarter. Is that correct?

Yes. Both, yes.

Great. That’s pretty much all my questions for now. Appreciate you taking them.

Thank you, Alex.

Thank you. [Operator Instructions] I am not showing any further questions in the queue. I'd like to turn the conference back to Rick Wayne for closing remarks.

Thank you for that, and thank you all for listening. We try and make our -- the information in the investor deck as helpful as possible with as much information as we can provide. As always, if you have any thoughts about information, more information that would be helpful, please let us know and if we can do it, we will. And with that, well, usually, I wish you a nice weekend, but it's a little bit early for that. So have a nice day. Thank you all.

This concludes today's conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.