Good morning, everyone, and welcome to the Renasant Corporation 2019 Second Quarter Earnings Conference Call and Webcast. All participants will be in a listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please also note, today’s event is being recorded. I would now like to turn the conference call over to Mr. John Oxford with Renasant Corporation. Please go ahead.

Thank you, Jamie, and good morning and thank you for joining us for Renasant Corporation’s 2019 second quarter and year – well, second quarter webcast and conference call. Participating in this call today are members of Renasant’s executive management team. Before we begin, let me remind you that some of our comments during this call may be forward-looking statements, which involve risk and uncertainty. A number of factors could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. Those factors include, but are not limited to, interest rate fluctuation, regulatory changes, portfolio performance and other factors discussed in our recent filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. In addition, some of the financial measures that we may discuss this morning may be non-GAAP financial measures. A reconciliation of the non-GAAP measures to the most comparable GAAP measure can be found in our earnings release, which has been posted on our corporate site renasant.com under the Investor Relations tab in the News & Market Data section. And now, I’ll turn the call over to Renasant Corporation Executive Chairman, Robin McGraw. Robin?

Thank you, John. Good morning, everyone, and thanks for joining us today. We closed the second quarter with strong results, while navigating through the uncertainty around the direction of interest rates and other macroeconomic factors during the first-half of the year. Our continued effort to effectively manage our core business in light of the economic pressures we face has consistently driven greater shareholder value. Our return on average assets for the quarter was 1.47% and our return on tangible equity was 17.15%. These profitability metrics continue to be strong, and as we generate higher levels of capital, we’ll continue to evaluate opportunities to return value to our shareholders. We previously announced a $50 million stock purchase program, which began in October of 2018. $12.9 million of common stock was repurchased in the second quarter of 2019 at a weighted average price of $35.57. In July, we purchased about $740,000, leaving just under $30 million of our stock of availability under the plan. The repurchase program will remain in effect until the earlier of October of 2019, or the repurchase of the total amount authorized by our Board of Directors. Now I’ll turn our call over to our President and Chief Executive Officer, Mitch Waycaster, to discuss in greater detail this quarter’s financial results. Mitch?

Thank you, Robin. Looking at our results for the second quarter of 2019, net income was $46.6 million, an increase of 27% when compared to the second quarter of 2018. Our basic and diluted EPS were $0.80 for the second quarter, as compared to $0.74 for the second quarter of 2018. As I’ll discuss in greater detail later, our net income for the second quarter of 2019 includes approximately $1.1 million and after-tax expense related to new production team members that have joined the company in the first-half of 2019. The expense related to these strategic hires decreased diluted EPS by $0.02 for the quarter and year. Turning our focus to our balance sheet. Total assets at June 30, 2019 were approximately $12.89 billion, as compared to approximately $12.93 billion at December 31, 2018. Total loans held for investment were $9.05 billion at the end of the quarter, as compared to $9.08 billion at December 31, 2018. In addition to the tremendous talent that already makes up our team, we made significant investments in production talent during the quarter, which has enhanced our long-term growth expectations. As I mentioned previously, although this hiring strategy will have an immediate impact on our short-term expense outlook, we anticipate our new teammates to generate robust loan portfolios over the next 9 to 12 months and provide additional loan growth into 2020 and beyond, which we believe will significantly enhance our revenue growth and profitability. To elaborate further on these strategic hires, we previously announced that Curtis Perry has joined our company as Chief Corporate Banking Officer. Curtis brings to us more than 34 years of corporate banking experience with regional banks in the Southeastern United States, with many of these years serving in a leadership role. And we expect that his knowledge and…

Thank you, Mitch. Overall, the company had a strong quarter. Net interest income was relatively flat at $113 million quarter-over-quarter and up $21 million when compared to the second quarter of 2018. Net interest margin was 4.19% for the second quarter of 2019, down 8 basis points as compared to 4.27% for the first quarter of 2019. Core margin followed a similar trend. Several factors led to the decreased margin quarter-over-quarter. On the asset side of the balance sheet, a decrease in the yield on mortgage loans held for sale had a negative impact to margin of 3 to 4 basis points, while an increase in prepayment fees on mortgage-backed securities had a negative impact of 1 to 2 basis points. Turning to the liability side of the balance sheet. Our cost of deposits increased 4 basis points negatively impacting margin. While cost of deposits increased during the quarter, we are beginning to see deposit costs moderate. Also as Mitch previously mentioned, we have been successful in growing non-interest bearing deposits in the first-half of 2019, and while we will continue to look at ways to manage our deposit costs in the current rate environment. It is also worth mentioning that although loan yields – portfolio loan yields were relatively flat, the weighted average rate on new and renewed loans in the second quarter of 2019 represents one of the highest new and renewed loan yields we have experienced in the current cycle. Noninterest income continues to be a great source of income for us, representing almost 30% of our total revenues. On a linked-quarter basis, we grew noninterest income by $6 million, nearly all of which was generated by our mortgage division. I should note that as of July 1, we are now subject to the Durbin limitations on…

Thank you, Kevin. In closing, we see a healthy loan pipeline. And with the addition of new banking talent, we expect to experience a strong second-half of 2019, while we continue to maintain our credit quality metrics at or near historic lows. Now, Jamie, I’ll turn the call back over to you for Q&A.

Ladies and gentlemen, at this time, we’ll begin the question-and-answer session. [Operator Instructions] At this time, we’ll pause momentarily to assemble the roster. And our first question today comes from Catherine Mealor from KBW. Please go ahead with your question.

Thanks. Good morning.

Good morning, Catherine.

I want to start with your outlook for the margin. Can you talk a little bit about how you’re thinking about the margin moving forward, particularly if the Fed just cut in the back-half of this year? Thanks.

Hey. Good morning, Catherine. So…

Hey, good morning.

So we’re preparing for two rate cuts, 225 basis point rate cut. And so we’re actually taking steps now to start the process of mitigating that. As I mentioned, the prepayments fees on the security portfolio that weighed on margin, but also we positioned our portfolio, our security portfolio for rising rate environment to generate cash flow. So that is – that’s weighing on margin at the current time. So some of the efforts we’re going to do to help mitigate margin is reinvest and restructure the security portfolio to extend the life of it. We’re actively managing the deposit cost today in advance of rate cut. If we look at our deposit cost increase during the quarter, they increased 4 bps. Compared to last year, that’s a win, where we were increasing 9 to 12 basis points per quarter, but we are seeing real signs that pressure on deposit costs are slowing. If we break that 4 basis points down – the 4 basis points really came from increase in time deposits and money market. And that’s where we are taking initiatives now to address pressure on funding going forward. And then last of all, I would say that we continue to be disciplined in our pricing to ensure that we are getting compensated and not only trying to give it all on the liability side other restructuring and pricing on the asset side with new and renewed pricing to help mitigate any margin compression. And – but also just remind again in our prepared remarks that, that our new and renewed rates for some of the highest that we had experienced at least in the recent history in the current – or in the current rate side.

It was all that in mind, I mean, we saw, I think, more than expected core NIM pressure this quarter. Is it fair to say that you’ve got enough of these levers to kind of keep the core NIM fairly stable even with lower rates, or are you still feel like there’s additional compression from here off of this lower rate?

Yes. There could be additional pressure we think we can mitigate a significant portion of that. But the pressure we experienced on the margin in Q2 really was as a result of the long end of the curve, not the short end of the curve. The mortgage loans held for sale, the security portfolio, that’s all reflective of just the flatness or the inversion – or the movement on the longer end of the curve. With the shorter end of the curve moving, that gives us the opportunity to move deposits, that will help us mitigate any rate cuts that would impact rate sensitive loans. But what we experienced in Q2 was more on the long end of the curve.

All right. And then one more on the margin. The accretable yield was higher this quarter. How are you thinking about how we should model that for the back-half of this year and then as we get into 2020 post CECL?

Fair. So the – just breaking it down between the two components, the total accretable yield, some portion of it being the accretable yield, we expect that piece of it more of the interest rate mark, we expect that portion to stay in the margin post CECL. And then throughout 2020 decline a little bit, but at a fairly close rate of what we have today. The non-accretable difference is the wild card, and that’s where we – loans that we had identified as credit impaired at date of acquisition and then an anticipated losses and then our actual performance in cash flow have exceeded what our loss – the performance has done better than what we expected and we recaptured that discount. That’s the non-accretable different recapture that throws a lot of volatility and our margin. As we project or as we look at it and as we understand CECL today, the discount on those non-accretable – those purchased impaired loans, that discount goes into the allowance. But if the performance of that portfolio continues to be as it has historically been, which is – which means better cash flow, then that discount will free up much like it has this quarter and previous quarters. But rather than flowing through the margin, it flows through the provision. And so we may have a more stable margin. But going forward, we may have a little bit more volatile provision for loan losses, just as we continue to work out that acquired portfolio. So as we feel, we don’t see a material change in pre-tax income as we implement CECL and isolate that component of implementation related to the purchase credit impaired loans.

Got it. Basically, if we were a pre-CECL, assuming some level of accelerated accretable yield in 2020, if you’re going to take that out in 2020 with CECL, you would need to at least offset it in the provisions?

Correct.

Okay. That’s helpful. Great. Great, thank you.

Thank you.

Thanks, Catherine.

Our next question comes from Michael Rose from Raymond James. Please go ahead with your question.

Hey, good morning, guys.

Good morning, Michael.

So – good morning. So obviously a lot of hires brought on a team to with Curtis coming on. Just wanted to get your thoughts on additional hiring from here? And as it relates to expenses, it kind of sounded in the prepared remarks that there would be some further upward pressure on expenses as we move into the back-half of the year. Is that the kind of the right way to think about it? Thanks.

Yes. Michael, this is Mitch. I’ll begin and let me make a few comments just on the hires today. And I’ll let Curtis maybe expand on what we are building in corporate and following that with that, Bartow can make some other comments on our continued hiring across the commercial space. So as I had mentioned earlier, you just think about it – across the just geographic spread, Atlanta, Nashville, Memphis, Birmingham and then I mentioned other markets across our footprint. We continue, to the first point that you asked, we continue to see opportunity, and that has continued even early in Q3. We expect that to continue as we continue to build out the corporate, the commercial space. And as I mentioned, as well, we’re also seeing opportunity in other business lines in the retail bank and in the business bank. So we expect that to continue as we go forward. But Curtis, if you want to expand on the corporate piece, and then Bartow, a little bit more on the commercial.

Absolutely, Mitch. So, Michael, we’ve been focused on adding talent to an already outstanding team across the major markets within the Southeast. And our focus has been on acquiring bankers with deep experience in their particular business line within the corporate segment, bankers that have long-term relationship with a number of prospects and customers that they’ve served in many cases over 15 or 20, 25 years even. And we find that the opportunity to present Renasant and style of delivery to focus on customer and the opportunity to practice disciplined delivery of credit services and the origination of other fee-based businesses, fee-based revenue and deposit services are a good fit with the folks that we’ve been focused on recruiting. So, in all fairness, hiring good people is a little bit opportunistic. And so it ebbs and flows. And I think, typically towards the latter part of the year, the hiring activity drops off a bit and picks up again late first quarter or second quarter. That’s just been my experience over time. And I would think it wouldn’t look something like that here as well.

So this is Bartow. I would concur with what Curtis said with the opportunistic with hiring. If we jump back to when I came on from Brand and execute on what Robin and Mitch asked me to on building out the commercial, I had thrown out that number to keep the growth rate where we wanted to be as a company that we were going to need to add six new commercial bankers every quarter. As I began to have the conversation with Curtis and the relationships he had, we knew that we were going to get some of those in one quarter. But as a go-forward, if you think about the second quarter, where we had about a $1.5 million worth of expenses associated with the new hires, some of those hires came later in the quarter. And so the full run rate of those hires are going to be the $2.2 million per quarter and think about that in the third and fourth quarter. That’s not to exclude that we have – we will have to continue to hire future – RMs in the future as we interview them in order to keep the growth rate at the number that, that we have signaled out to the market.

Michael, I’m sorry. I was going to add and I’ll underscore. Kevin mentioned that Curtis referred to it as well. We’re remaining very disciplined in underwriting in pricing. Kevin mentioned that earlier. And as we’ve added three senior credit officers this past quarter, and I would say to, to an already outstanding credit team, as I’ll say that about our production team, we just simply to Curtis’s point, the people that that’s joining the company, I think, it’s driven by culture, it’s driven by relationships, it’s driven by platforms that’s positioned all for product and service. And we’re simply just being available to have those conversations across our footprint.

No, that’s a great color. But maybe circling back to the expenses, it seems like there would be from all the hires and what’s your plan. I appreciate all the color, some upward pressure on expenses. And then if I look at the other expense category, Kevin, was there anything in there that was non-recurring, because it did jump up from first quarter level?

Not so much that was non-recurring. We did have some M&A out – in and out to some accrual adjustments. Probably the most significant item was about a $1 million increase in our FDIC insurance premiums. Just was going over $10 billion and being over $10 billion for four consecutive quarters, the increase in FDIC insurance premium kicked in, in Q2. That’s not one-time, that run rate is going to be with us. That’s the most significant item that’s in that, that other noninterest expense line item that calls the increase quarter-over-quarter.

Okay. And maybe just switching gears a little bit to the loan growth outlook that you provided, Mitch. I think, you said low to mid single digits this quarter. Is that on a – an annualized basis, or is that just quarter-to-quarter what you would add back? And I think you said mid single digits in the fourth quarter and then low – or if you can repeat the guidance, that’d be great to clarify? Thanks.

Sure. No, good point. That is on an annualized basis. And what I mentioned in Q3 this quarter, we expect low to mid single-digit annualized. That’s with the understanding or likely that payoffs remain at the current level as well. And then in Q4, mid single, annualized, and then in 2020, high single to low double or higher.

And that’s on the non-purchase portfolio, correct?

That is net, those numbers that I mentioned.

You mentioned that. Okay.

…that’s net loan growth.

Okay. And then one final one for me. Just as we think about the efficiency ratio, you guys have obviously done a very good job keeping below 60% now for five quarters. But given the hiring effort, it seems like a little bit more margin pressure. Do you think you can get close to the 60% level or maintain below it at this point? Thanks.

Yes, Michael, Kevin. So good question. Efficiency, we’re looking at – we look at it hard and then we use that as our guide stick as to whether or not we are being – giving the right returns off of our investments. So to answer your specific question, the hiring we’re doing will put pressure on the efficiency ratio, but we knew that going into it. We view this very similar. If you remember our de novos that we did back in 210, 2011 and 2012, we were willing to invest and put pressure on the efficiency ratio, but invest a $0.02 this quarter to get more than enough of a payback in future quarters and beyond, we view this as a very similar strategy. As Curtis mentioned, as Bartow mentioned, being opportunistic to pick up team members that will exponentially increase our growth. But also will more than sufficiently return EPS in future quarters to offset what may be one or two quarters of expense pressure. So that it’s a very similar strategy to what we deployed several years ago on the de novo. But we also – we’re doing it, recognizing it’s going to put some pressure on efficiency. But we will see outsized improvement on the efficiency ratio as we get into – as we get into next year and their portfolios. The lenders portfolio is fully maturing as we get into the back-half of next year.

That’s great color, Kevin. Thanks for taking my questions, guys.

Thank you, Michael.

Thank you.

Our next question is Jennifer Demba from SunTrust. Please go ahead with your question. Ms. Demba, your line is open. It’s possible your phone is on mute.

Yes, thank you so much. Question on M&A interest at this point, given your hiring opportunities seem to be so significant?

Jennifer, yes, this is Mitch. As we’ve stated in the past, we continue to evaluate opportunities that would drive shareholder value. And I would say that certainly has not changed with the recent hiring activity. And the metrics that that we’ve looked out in the past, first, beginning with culture and business model and making sure that alignment exist and then being immediately accretive to EPS, TBV earned back three years or less than internal rate of return of 18% to 22%. Just all the answer the question, are we better together and we continue to evaluate those opportunities.

Our next question comes from Will Curtiss from Hovde Group. Please go ahead with your question.

Hey, good morning, everyone.

Good morning.

Wanted to maybe go back real quickly on the hires that you made and wanted to see is there – was there a specific or – concentration geographically or maybe as you – as your prepared comments alluded that this was, in fact, broad-based in terms of where we’re most of the hires were made?

Yes. Will, good question, and it was broad-based. As we have talked about for sometime now being very intentional to build out the commercial and corporate bank, which in large part takes us through our larger markets of Atlanta, Nashville, Memphis, Birmingham, in particular. But also, as I mentioned, we continue to grow our various lines of business. We continue to grow in other commercial business and retail segments, which really spreads across the footprint. We see opportunity as a company. And it’s – as we have done in the past, had the ability to hit on many different cylinders. And we continue to build out a core bank, where we certainly will remain focused on that. But at the same time, we’re very intentional and focused on building out what Curtis and Bartow described earlier, which is a true commercial and corporate bank. And we see that very much as an opportunity. So we’re focused on all of those areas across our five states.

All right, thank you. And then in terms of the loan growth outlook, I just want to make sure I understand that the, kind of the progression that you laid out. What – does that – what does that include or assume in terms of runoff of the purchase loans? Because I think, this quarter, it was pretty consistent with what you guys just laid out last quarter. So just curious how the – what the expectations are for the runoff there?

Absolutely. So you are correct. If you go back and look at the purchase loans, I think, this quarter, it was around $172 million. Prior quarter, it was, I think, $171 million. And prior to that, it was around $219 million. And as we typically see right after a transaction, that could be somewhat elevated, but we have seen that leveled out. So as to other payoffs that we’ve discussed in the past, we do remain to see those kindly in the level that they’ve been in the past prior quarter. We were about $20 million below the four-quarter average. This quarter, we were about $20 million above that, but still generally in the same range on those payoffs, still largely driven by where the bar is selling the underlying asset or we lose the deal loan terms that we were unwilling to match. And I think that just gives testimony to our discipline that we have in place in our company in underwriting and pricing. But the net production that I quoted is taking into consideration the stabilization, which we believe it has at the acquired book, the typical runoff there, as well as the current level of payoffs that we’re seeing and really is driven by the increased production, both from, I mentioned earlier, the outstanding talent that’s already in place in the company that as well as those that have joined the company and will be, to Bartow’s point that we will be joining the company.

Right. Thanks for the help, guys.

Thank you.

Our next question comes from Brad Milsaps from Sandler O’Neill. Please go ahead with your question.

Hey, good morning, guys.

Good morning, Brad.

You guys have addressed most everything. But Kevin, I wanted to follow-up on a couple of small items. You mentioned last quarter, there might be a few troughs or debt issuances that might get phased out as you’ve gotten larger. So you might take a look at refinancing or paying off. Just kind of curious where you are in that process in terms of kind of how you’re thinking about the capital of debt stack?

Yes, sure. So yes, we did disclose – we’ve got some sub-debt that became callable in the third quarter. So became callable July 1. We’re in the process of calling that. That is – it’s debt that we assumed in an acquisition. Its stated rate is much higher than its effective rate, its purchase accounting rate. But the effective rate on that or the rate that rolls through the income statement is about 5% to 5.5%. We’re in the process of calling that. We do that very similarly to how we’re managing our capital with the buyback. As Robin mentioned, we’ve got roughly $30 million of availability in our buyback and would plan to be as active, if not maybe a little bit more active in Q3 as we approach the expiration of that in October, but are looking at several ways to just manage our capital and our capital stack to leverage just our returns right now, as well as keep a little bit of capital in reserve for some of the future growth that we expect as we get into 2020.

That’s helpful. And then, just to follow-up on the accretion discussion. I think, we’re all getting our arms around CECL slowly, but surely. But could you envision if you had a quarter similar to this quarter, where you would have a negative provision in 2020 under the CECL framework? In other words, you had about $1 million provision this quarter, but you had about a little over $4 million in non-accretable loan discount accretion income. Is that the correct way to think about it, or do you think that’s too aggressive?

No, I think that – I don’t think that, that would be a frequent occurrence, but it could be a possibility. And it just simply goes to how you’re recapturing that discount. Right now that discount flows through the margin. It’s enhancing net interest income. It would enhance provision, but it could result in an abnormally low or even possibly a negative provision that, that is a possibility.

Great, that’s helpful. Thank you so much.

Thanks, Brad.

[Operator Instructions] Our next question comes from John Rodis from Janney Montgomery. Please go ahead with your question.

Good morning.

Good morning.

Kevin, just back to your comment on the buyback in response to Brad’s question. I think you just said, in third quarter, you expect it to be active. Is it active in the second quarter or I just didn’t hear that?

Yes. As active in Q2. I think, we started off in Q4, purchased roughly $7 million, purchased another $13 million in Q2 and we would expect to be as active as we were in Q2.

Okay. And then just back to expenses, and I’m sorry if I missed this. But – so, you had a, I guess, a small amount of merger expenses in the quarter, very small. So expenses were about roughly $93 million. And then you said mortgage was higher by roughly $3 million and then you’ve got new hires coming on still. So from on an absolute basis, if you assume mortgage maybe slows a little bit, but then you’ve got new lenders and so forth. Is core operating expenses around $93 million, $94 million, is that sort of a good area?

Yes. So a couple of variables. It’s going to be largely dependent on mortgage – again, mortgage will ebb and flow. So mortgage has started off the quarter strong. Their production is strong. We expect, typically Q3 is seasonally strong. So we expect an equally strong quarter from mortgage, which means their commissions and in salary expenses will remain at an elevated level compared to Q1, Q4. It may be in line with Q2, but at the same time, we will be opportunistic to bring on hiring if available. So just trying to forecast expenses, we have a couple of moving pieces. But with the ins and outs, you could see it being relatively stable at $93 million depending on what happens with mortgage. If mortgage has a good quarter and we are successful in hiring, that could bump up in the $94 million, $95 million range. But where our – where the expenses are going, are being – the increases in expenses are more being tied to revenue producers rather than the expenses being tied to expenses or debt costs. As I did mention, we did have an increase in the FDIC insurance. We somewhat anticipated that. But as going forward to really get the efficiency ratio leverage that we expect, it’s going to be investing those expenses that salary burden in revenue producers. And so it’s hard to really pin a number, call it, $93 million, or if we are successful at being – in the hiring being more $94 million, $95 million. But the distribution of that expense being more weighted towards revenue producers and the opportunity to grow revenue at a faster pace in 2020.

And the higher FDIC premiums that doesn’t go away, correct?

Wish it did. It does not. The kind of thesis that there might be a rebate, that rebate didn’t show up this quarter. We’ll save that coupon for future quarters.

Gotcha. And then one final question, Kevin, just on the tax rate just sort of been running around 23% for the first-half of the year. Is that sort of a good level going forward?

It is, that’s where we are approximately right now. And so that 23% range is a good effective tax rate.

Okay. Thank you.

[Operator Instructions] I’m showing no additional questions. I’d like to turn the conference call back over to Robin McGraw for any closing remarks.

Thank you, Jamie. I want to thank everyone for joining us today. We appreciate your time and interest in Renasant Corporation, and we look forward to speaking with you again soon. Thanks.

Ladies and gentlemen, that does conclude today’s conference call. We do thank you for joining today’s presentation. You may now disconnect your lines.