Brookline Bancorp, Inc. (BRKL) Earnings Call Transcript & Summary

Welcome to today's Brookline Bancorp, Inc. Investor Call. My name is Jordan, and I'll be coordinating your call today. [Operator Instructions] I'm now going to hand over to Marissa Martin, General Counsel to begin. Marissa, please go ahead.

Thank you, Jordan, and good morning, everyone. Earlier this morning, we issued a press release and presentation regarding the proposed acquisition of PCSB Financial, which are available on the Investor Relations page of our website, brooklinebancorp.com and have been filed with the SEC. This morning's call will be hosted by Paul A. Perrault and Carl M. Carlson. Please note this event is being recorded. This call may contain forward-looking statements with respect to the financial condition, results of operations and business of Brookline Bancorp. Please refer to Page 2 and 3 of our announcement presentation for our forward-looking statements disclaimer. Also, please refer to our other filings with the Securities and Exchange Commission, which contain risk factors that could cause actual results to differ materially from these forward-looking statements. If you can join us on Page 4 of our investor presentation, I'm pleased to introduce Brookline Bancorp's Chairman and CEO, Paul Perrault.

Thanks, Marissa, and good morning to everyone, and thank you for joining us on short notice. I'm excited to announce Brookline's agreement to acquire PCSB Financial. This will expand our footprint from the very attractive markets of Boston and Providence into the equally attractive metro New York City market. While similar cultures are often cited in merger transactions, I'm happy to say it is very true in this case. I am pleased with the leadership, values and overall compatibility of PCSB's approach to the markets, the makeup of their customer base, their product offerings and their credit culture. It is all very similar to what we have at Brookline Bank and at Bank Rhode Island. PCSB Bank will remain a separate bank subsidiary and will join Brookline Bank in Bank Rhode Island as Brookline Bank's third bank charter. Joe Roberto, who has done an outstanding job leading PCSB for the last 10 years as Chairman, President and CEO, will stay on for a short time in a consulting capacity and as a Board member of PCSB Bank. I am very pleased to announce that Michael Goldrick will become Chairman, President and CEO at the bank upon closing. Michael has been their Chief Lending Officer since 2012, and I'm certain he will do an excellent job leading the bank in this new role. I will be joining the Board of Directors of PCSB Bank, which will remain intact, and we will be selecting one director there to join the Brookline Bancorp Board. This is a meaningful acquisition for Brookline, but one with very manageable risks. We will add nearly $2 billion in assets and expand into the very attractive New York City metro market. Our locally led high-touch and strong commercial banking capabilities, coupled with effective centralized operations and support have proven successful with the highly competitive markets that we are in. This transaction allows us to expand into this market efficiently with minimum disruption to clients and staff while bringing additional products and capabilities to PCSB. I want to recognize the hard work of both teams in this process and through our advisers and the comprehensive due diligence performed. I also want to thank Joe Roberto for his leadership as well as the informative tour he provided to me of PCSB's markets when we first met. I will now turn you over to Carl to provide further details on the company. Carl?

Thank you, Paul, and good morning, everyone. PCSB Bank was founded in 1871, which just happens to be the same year Brookline Bank was established. We both enjoyed celebrating our 105th anniversary last year. As shown on Slide 5, PCSB has $2 billion in assets with $1.3 billion in loans and $1.6 billion in deposits. With 14 branch locations in the Lower Hudson Valley, PCSB services communities from the markets of Fishkill and Pawling, New York to the denser greater metropolitan markets of White Plains, Eastchester and Mount Vernon. Moving on to the transaction metrics, which are referenced on Slide 7. Under the terms of the merger agreement, PCSB shareholders will receive 1.3284 shares of Brookline stock or $22 cash per share, subject to a 60% stock and 40% cash proration. Based on Brookline's yesterday's closing price, the transaction is valued at $313 million or $20.72 per share. The deal pricing translates to 1.18x PCSB's tangible book value and 10.5x our projected 2023 earnings per share when including expected cost savings of 30%. We expect to close this transaction later this year after regulatory approval and the approval of PCSB shareholders and expect to have combined assets greater than $10 billion at December 31, 2022. We have reflected a cost of exceeding $10 billion at $1.5 million on an annualized basis, which is largely due to a reduction in interchange fees. This would be effective starting in the second half of 2023. If you can please follow me to Slide 14. Merger-related transaction charges and expenses are estimated at $25.6 million pretax and are presented as if they occur at closing and are reflected in initial tangible book value dilution. Credit assumptions used for modeling were developed following detailed due diligence. Credit quality is strong, and we took a credit mark on the outstanding loan portfolio of $8.5 million pretax, of which roughly $1 million or 11.2% is related to PCD loans with the remaining mark of $7.5 million on non-PCD loans accretable over 5 years. Currently, acquisition accounting rules require us to do the double count for credit. For CECL purposes, we modeled PCSD's loan portfolio through Brookline's platform and assumptions, such as our current weightings of economic scenarios of baseline at 60% and moderate recession at 40%. This exercise estimated $14.1 million day 1 CECL pretax provision for losses on total commitments. The core deposit intangible was established at 2% amortized over 10 years at a sum of digits method. The sharp rise and continued volatility in market interest rates has had a meaningful impact on purchase accounting estimates. As you know, these estimates are at a point in time, and the actual purchase accounting marks will be established at closing. So I thought it would be valuable to provide additional visibility into the impact of these marks on some of the key deal metrics. I think it is important to highlight these marks had absolutely no impact on the economics of the transaction, such as return on investment or internal rate of return. Rate marks on investment securities, loans and deposits create upfront tangible book value dilution, whose earn-back is accounting-driven and simply a timing difference. The estimated interest rate mark on loans is $18.7 million, and the mark on securities is $50 million, both amortized over 5 years, and the time deposits are marked at $300,000 amortized over 3 years. On Slide 17, we have some key metrics for the transaction, side-by-side with and without the impact of interest rate marks to provide transparency into the sensitivity. Tangible book value dilution at close is estimated at 7.5% with 2023 EPS accretion of 12.6% and a 3.6-year earn-back using the crossover method. The internal rate of return is estimated at 15.2%, which is well above our cost of capital. This transaction effectively invests on excess capital while maintaining a very strong pro forma capital position with total risk-based capital of 13%, well in excess of regulatory requirements of 10.5% to be considered well capitalized. Excluding the interest rate marks, tangible book dilution is just 2.3%. Since the accretion related to the marks are no longer present, EPS accretion is at 4.4%. Excluding the impact of interest rate marks, the tangible book value earn back is 2.3 years. This is accretive value-creating transaction, which builds upon our existing strengths while extending us into another attractive market with an outstanding and like-minded team. At this time, we'll now open it up for questions.

[Operator Instructions] Our first question comes from Laurie Hunsicker of Compass Point.

Wondered, Carl, if you can just take us back, just looking here at Slide 14, certainly appreciate all the detail. In terms of the interest rate marks and obviously, interest rate marks so much staggering more so than credit marks, we're going to see that across the whole industry. But was this as of March 31 or is this as of May? Because obviously, we've seen rates move since then. So I just wanted to get a feel for that.

That's a great question. So the interest rate marks on the loans because we took the loan file as of March 31. So that was fairly straightforward to do, and we did it as of that date. The same thing with the time deposits. Interest rate mark on the securities was done later than that. So we've been able to keep that up to speed pretty much alive. So those are alive. I think as of March 31, the mark, I think, on their book was around $34 million, I want to say but it's grown since then as rates change. So that's pretty much alive.

Okay. That's super helpful. And then just putting everything together, do you have a pro forma total intangible dollar amount? If not, I can follow up with you offline.

I'm sorry, what is the question?

How much intangibles after?

Total…

So total goodwill is projected to be about $78 million.

On this deal.

On this deal. And with the CDIs, if you had the goodwill plus CDI, it's $103.5 million.

Perfect. Okay. That's super helpful. Okay. Great. And then I saw on here, obviously, you disclosed the impact of Durbin, the $1.5 million because of the $10 billion asset cost. Can you just break that out? How much of that is compliance spend or have you already sort of delved into that from the standpoint of anticipating the $10 billion cost? And how much of that is Durbin? Do you have just a rough approximation of that?

Sure. Sure. The Durbin is just a little over $1.1 million, and the balance of that is really to regulatory requirements and exams, things of that nature.

Deeper stress testing, things like this.

Perfect. Okay. Great. And then, Paul, just last question for you. Can you tell us a little bit about how this deal came together? I realize, obviously, we'll see more of that in the floor but a little bit of how this came together would be great.

Well I'd say their friends and advisers knew our friends and advisers and thought this looked like a good idea for what we do. And indeed, once we looked into it, it's a terrific situation which fits our style perfectly. They do a good job on their own, but we can bring the capability of size and more complexity, better products like foreign exchange, 1031 services, wealth management, a bunch of things that is very evident in those markets where they operate, and they are long-standing, very well-known there. So we think we bring a lot to the table and we think by operating them in the multi-charter environment, will let them prosper quickly.

Our next question comes from Mark Fitzgibbon of Piper Sandler.

Congratulations. First is -- I was curious, is there a plan to begin to lend into New York City right away or is the thought that you would sort of stay within PCSB's footprint in Westchester and Putnam primarily for now?

This has nothing to do with New York City, Mark. I think what we saw there was that to the extent that they have customers in their existing footprint who might be doing some things in New York City, they will obviously follow them there. But at the moment, that is not part of the game plan. We've got plenty to do in their existing markets. We've got small market share in a very dense and deep market that you probably know better than I do. So we will have our hands full, and we can prosper without going into New York City. But of course, as time goes on, I will take the counsel of the management there and see what they have in mind.

Okay. And then I guess I was curious, do you think there's an opportunity to maybe fill in between your Rhode Island franchise and the New York franchise in Connecticut, let's say? Is that something that would be a priority for you or do you feel like you've got the right pieces in the right places?

I think we've got the right pieces in the right place, Mark. I would be very reluctant to try to do fill-ins. We are very specialized in various commercial banking activities. We're not a very big consumer bank and in between our banks and this one are some not interesting and some interesting markets. And I would rather try to replicate what we have in an attractive net new market rather than try to cover the waterfront because that's not our daily work, that's not how we do this.

Okay. And then the last question I had, and we've talked a bit about it in the past is the rationale of keeping separate subsidiary banks versus consolidating them. Could you help us just kind of think through some of the high-level issues that you grapple with when you made that determination?

Well we wanted to make sure that we had the expertise and the depth that could support multiple charters, and we have accomplished that. I think we've shown historically our ability to get a very, very good efficiency ratio for what we do. So we don't think we're leaving anything on the ground in terms of cost saves. And you look at our track record, and I think you've got to say that the bank management have been very effective at penetrating the markets safely and consistently and at sufficient scale. And we've seen it here in this company and as you know me a long time, Mark, you've seen it in my previous company.

[Operator Instructions] Our next question comes from Chris O'Connell with KBW.

Following up on the last question, just keeping the subsidiary separate and then also the announcement for no branch closures. Just hoping you could walk us through the breakdown of where the cost save assumptions are coming out of roughly?

Carl?

Sure. So we're estimating a 30% cost savings on their operating expense base. About 39% of it comes from salary and benefits, purely that. A big point, about 22% of it is just coming from the ESOP and the SERP. So a lot of it is just coming out of a couple of things that would -- that are associated with going public. And we've got about 10% professional fees and another about 12% in data processing service contracts, insurance and other types of things. And then we've got stock and incentive awards that made up about 16% of the cost savings.

You got to remember, Chris, that as a converted neutral, this company is still carrying some of the costs associated with that process. And so the 30% comes down to low to mid-20s when you exclude that, so that's a very modest goal for cost saves. We're very confident we can get them.

Got it. And then as you guys looked at the branch footprint and the branch map of PCSB over time. Do you guys think that there's opportunities to kind of gain efficiencies through the network based on the proximity and how their branches are performing currently?

It's kind of early, Chris, for me to take a hard line on that. They have done some work in recent years at pruning and improving the branch layout. But that is something that we do constantly in this company, and we would expect to do the same there.

Great. I just wanted to double check on the $1.5 million Durbin $10 billion cost impact. Is that -- that's annualized, not just for the second half of 2023?

Yes, yes. That's an annualized amount. It wouldn't go into effect until July of 2023.

So you might get half of it that year.

Could be about -- not even really.

Great. And then can you just walk us through like the interest rate profile of PCSB. How much is variable on the loan portfolio, maybe how the deposit betas performed last cycle and what's being assumed going forward and then kind of putting it together as how that lands you guys as a kind of pro forma interest rate profile?

Sure. So right now, PCSB is less asset-sensitive than Brookline is. They have proven to have pretty good betas over time. And so we do take that into consideration. It probably has to do -- a lot to do with the markets that they're in and the long-standing nature of the markets that they're in as well as the deposit mix. But on the loan side, while they do have loans that are swapped out, about $111 million of loans that are swapped about -- I want to say it's about 14%, 15% of their loan book is reprices in 1 month. So it's not quite as high as our portfolio but they do have a good rollover of loans. Loans mature. They advertise and they mature and they have a good roll rate on their loans. So overall, this will make us slightly less asset-sensitive at least in the near term.

Okay. Great. And is there any balance sheet moves that we should be aware of that are being considered pro forma relative to cash deployment or deposit flow assumptions or any kind of loan runoff that's plannned?

Nothing is planned on this. Nothing is pro forma at this point. I think as time moves on, we'll make those decisions. It's not like we're managing that bank at this point and so that's not something that's modeled at this point.

Okay, great. And then, I apologize if I missed it, but did you guys give the accretion income that's assumed for 2023?

I didn't give actual dollars. We gave -- everything is in the document and shows the dollars in the amortization periods. So it's fairly straightforward. I just don't have the numbers in front of me on an annualized basis.

Okay. Got it. And then last one for me. Any -- you guys talked about the combined franchise and one of the things you like is the lending expertise there. Any specific loan segments that these introduces you to or specific kind of loan expertise that's coming across that you guys found attractive?

I'd say -- I would generalize and say these are people who are very experienced and they're certainly very experienced in those markets. They have historically had a particular strength in real estate, which is not uncommon. That's the legacy business of the old Brookline Bank as well. And we think that we can help them develop their C&I business as we have done at Rhode Island and here in Boston through some specialized lines of business targeting certain kinds of institutions. So when we looked at the loan portfolio, we felt very comfortable. We look very familiar and they are conservative lenders to well-sponsored enterprises, which is what we like and are very comfortable with.

We have no further questions on the phone line, so I'll hand back for any closing remarks.

I want to thank you all for your interest in our affairs, and we look forward to talking to you soon, probably at the end of the quarter. Thank you, Jordan.

This concludes today's call. Thank you for joining. You may now disconnect your lines.