Origin Bancorp, Inc. (OBK) Earnings Call Transcript & Summary

Good morning, and welcome to the Origin Bancorp, Inc. acquisition of BT Holdings, Inc. Conference Call. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Chris Reigelman, Head of Investor Relations. Please go ahead.

Good morning. Thank you for joining us today. Earlier this morning, we announced the signing of a definitive merger agreement with BT Holdings, Inc. You can find an investor presentation that provides additional information of the acquisition on our website. You may reference this presentation, however, it's intended only to supplement today's conversation. Before we get started, be reminded that some of our comments regarding future results or future financial performance may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend all such comments to be covered by the safe harbor provisions for forward-looking statements contained in the act. Please review the forward-looking statement disclaimer and safe harbor language in today's press release and investor presentation, which are both available on our website. I'm joined this morning by Origin Bancorp's Chairman, President and CEO, Drake Mills; our Chief Financial Officer, Steve Brolly; President and CEO of Origin Bank, Lance Hall; our Chief Risk Officer, Jim Crotwell; and our Chief Credit and Banking Officer, Preston Moore. Following comments from Drake, we will open the line for questions. The call is yours, Drake.

Thanks, Chris. Today is a special day. It's a special day for Origin and BTH, 2 companies that were founded in the early 1900s only 190 miles from each other in Choudrant, Louisiana and Quitman, Texas, where relationships were the foundation of business, 2 companies that have an unwavering commitment to employees, customers, communities and shareholders. This partnership is a cultural fit, a geographical fit and a financial fit all in one. I'm going to get into the details as to why this is the right opportunity for Origin, but I can't help but to think back to when we shared our story during our IPO in 2018. Specifically; we talked about 7 key strategies for our company: that we had a strong deposit franchise and would be a dynamic organic grower; that we were ready to scale and leverage our investments in infrastructure; that we had a strategy of driving low-cost funding in North Louisiana to build earning assets in the strong growth markets of Houston, Dallas and Fort Worth; that we had a low-expense environment in North Louisiana to drive operational efficiency; that we would continue to execute on our lift-out strategy; that we would drive up profitability in Texas through scaling earning assets; and finally, we would implement an opportunistic M&A strategy. I'm extremely proud of what we have accomplished. I'm proud that what we said we would do is exactly what we delivered. Through this process, I've had the pleasure of getting to know Lori Sirman and Jay Dyer, who do an incredible job of leading BTH. I'm excited they will be joining our executive team, enhancing our Texas franchise even more. This is truly a cultural fit for us, and it starts with Lori and Jay and how they continue the legacy of Bob Dyer and his fresh and unique approach to community banking. This acquisition gives Origin meaningful expansion across the I-20 corridor in East Texas while adding depth to our team in DFW. We believe we have an incredible opportunity to add to what BTH is building in the deposit-rich East Texas markets. BTH has proven over a short time how impactful they have been in DFW. Our collective team should continue to show strong growth as we move forward together. Pro forma Origin will be a top 30 deposit market share bank in the entire state of Texas and top 20 in Dallas-Fort Worth. Both of our companies have shown compound annual loan growth rates of over 20% for the past decade in Texas. We are accelerating our growth in the best state in the country to do business. I've talked about the cultural and geographical fit. I'm just as pleased with the financial aspects of this deal. With double-digit earnings accretion, a minimally dilutive earn-back of just over 2 years and internal rate of return of over 20%, this is a financially compelling transaction. Our capital ratios will continue to be strong upon completion of this transaction, and we will maintain our strategic mindset when it comes to deploying capital as we continue to grow across our footprint. I'm very proud of all those who have been involved in making this deal come together. These are 2 heritage-rich companies who are committed to building long-term valued relationships. We are linked together through the I-20 corridor, but most importantly, we're interconnected through our culture and humble roots. We will now open the call for questions.

[Operator Instructions] The first question is from Matt Olney of Stephens.

I want to ask more about BT Holdings and their presence. It sounds like it was East Texas and DFW. I'd love to hear more about the profile and maybe the breakdown of their loans and deposits and where they fall into whether East Texas or the DFW market. And then within DFW, obviously, Origin has been there for a number of years. Just talk more about those 2 franchises in the DFW market, their similarities and differences.

Matt, it's Drake. When you look at these 2 companies and these people behind these companies, the stories are incredibly similar. When you look at their deposit base, that's 67% -- let's say, 65% East Texas, 35% Dallas; and the loan side of just the inverse, 65%, 35% Dallas -- or DFW and East Texas. Very similar to what we've done through the years, we have [indiscernible]. [Technical Difficulty]

Pardon me, sir. I'm sorry to interrupt, but your line is breaking up a lot. We're not able to hear what you're saying. Would you like to switch to your other line?

Is this any better?

Yes, that sounded better.

Okay. Matt, and I apologize. It seems like every call, we have some operational issues. Anyway, I don't know where -- if you heard what I was saying, but the similarities of these 2 companies and the people that are involved in them and their approach to how they have built these markets are very similar to what we've done through the years. When you look at their customer base and what Jay Dyer has been able to do in the Dallas and Fort Worth markets with his team and his leadership, it's amazing that we have very little overlap in the clients and customers that we serve versus who they serve. So this is expanding the footprint in the Dallas and Fort Worth markets in a big way. And -- but yet, at the same time, their portfolio mix is very similar to ours. I'm pleased that we -- that they had 50% C&I portfolio. It brings the total portfolio mix for the pro forma company to 40 point -- or 41%. Very, very pleased with that. There's not very many institutions in Texas that have that kind of presence on the C&I side. So again, very similar to what we've been able to do in Dallas and Fort Worth with low-cost deposits in a more rural market. Now I'm not going to say Longview and Tyler rule, but certainly, equipment in their markets have very similar aspects as we do in North Louisiana.

Okay. That's helpful, Drake. And then what about the growth profile of BT Holdings, any color on what type of growth we've seen over the last few quarters? And as you think about the next few years, what's the expected growth from BT and, of course, kind of breaking that out between the DFW market and their legacy in East Texas market?

Yes, and I'll start off with pro forma. It looks like we'll be able to see that low double-digit growth combined. They somewhat plateaued, as you can imagine. The efficiency ratio that they were operating under, multiple [indiscernible] were on each side of the bank and especially production and how they managed their relationships has certainly slowed that down. This gives them the opportunity to accelerate their growth and focus on their clients and to be able to potentially even bring back clients. They had a strategy to push off clients as they outgrew the bank. That's opportunity for us to go back and see if we can reignite some of those relationships. But if you look at their -- what they expect for '22, you'll see some mid-single-digit growth; and then for '23, upper single-digit growth. And I certainly think we can enhance that and give them support and ability to expand those relationships. So I'm very comfortable saying from a performance standpoint we will see low double-digit organic growth.

Okay. Drake, you were a little choppy towards the end there. I think you said on a combined basis, you expect low double-digit growth of the 2 institutions. Is that right?

Pardon me, we're not able to hear you.

Can you hear us now?

Yes, I can.

Okay. And again, Matt, it's very frustrating. This is a big day for us and BT Holdings, and I apologize for the technical issues. But again, I feel very comfortable that you're going to see that low double-digit growth organically. And the great thing about this opportunity with Origin and BT Holdings is the fact that we're not changing the company profile. We're not changing the strategies we have in place. We have a new market now, and we have exceptional leadership in that market, and they have exceptional people behind that market to support it. So this is just accelerating what we're doing in Houston and being able to give them support to do the things they need to do in those markets.

Okay. And then, Drake, I guess, if you add on $2 billion of assets in the portfolio, it looks like you're going to be right around $10 billion of assets. In my forecast, if I just kind of roll through the organic growth this year, I've got you above $10 billion of assets by year-end. But in reading that presentation, it looks like you've got plans to stay below that threshold. Any more color you could give us on kind of the strategies of staying below that at the year-end?

Yes, Matt, we're fortunate. This management team launched a $10 billion project last year, if you -- I've mentioned it on our calls before, without the real knowledge of us being successful with this transaction. So we are down the road understanding the impact of everything from Durbin, the expense of add-ons. I'm very pleased with what that looks like going into that situation. But we do feel that we have multiple levers to pull, to remix the balance sheet, to manage going over $10 billion. This is going to be a day and time for us. When you look at opportunities from the standpoint -- and I'm just going to say we have $500 million or $600 million in, let's say, deposits that we can push off and bring back in if we desire to do that to keep us under that mark. So we're planning a 2024 $10 billion cross and think that we can be successful with that.

The next question is from Brad Milsaps of Piper Sandler.

Am I coming through okay?

Yes, Brad. And again, I apologize for you folks that we're having technical problems, but I think we've got them solved now.

No problem. I can hear you guys great. Just kind of wanted to maybe follow up on a couple of Matt's questions. It looked like BT earned somewhere around $25.5 million last year. You guys have them pegged earning $29 million and change in 2023. Presumably, there's some PPP income in the '21 numbers, just kind of curious if you kind of help bridge kind of the jump between the 2, what are you assuming in terms of rate increases? And how asset sensitive would -- is BT's balance sheet? I assume they are given that half the book is C&I.

Yes. They have -- where it's a 9% impact on us, they have significant floors. They did an awesome job, a better job than we did of managing their floors and kind of protecting themselves on the downside. They need a full 50 basis points to get over floor. As a matter of fact, I think they're at 53 basis points. So it's about a 1% impact for them. But obviously, as we get through that, they are asset sensitive. I think 72% or 73% of their rates -- loans are floating rate loans, so a little bit more asset sensitive than we are once they get past the floors and enjoy some of the upside.

Brad, can you hear me? It's Steve.

I can.

So when Drake said 100 basis points up, 1.1, that's correct. If you go up 200 basis points, that's 4.4. So you can tell that they definitely have a lot of floors. But after that 100 basis points, it starts getting back to normal.

Okay. Great. Great. And then just on the loan growth outlook at BT, Drake, are there some participations or can you size what you might be able to bring back onto the balance sheet sort of sooner rather than later? Or is it more a situation where you've got to kind of go back to these customers with the bigger balance sheet, more products, et cetera, and kind of rewin that business?

Yes, I think the opportunity for BTH is to continue doing what they're doing. They have what I think is very good growth projections for '22 and '23. Those will be opportunities once we get everything closed to be able to go back and hopefully, as you say, win some of that business back. I just see that as opportunity that we're not baking into the model from a growth perspective.

Okay. And then just a final question from me for Steve. I think in the appendix, you alluded to accretable yield income of about $4.9 million in '23. How much of that are you going to have in total and sort of how to think about how that kind of comes through in years beyond '23?

So in total, $17.5 million, and the next numbers are going to be pretax. So '22 -- 2022, about $3.5 million; '23, $6.2 million pretax; 2024, about $4.4 million; 2025, $2.6 million; 2026, about $0.8 million; and total, $17.5 million.

The next question is from Brady Gailey of KBW.

So I just want to start on the loan balances at BTH. It looks like over the last couple of years, they've been kind of flat to down a little bit. I know the years before that, they saw some great growth. But any commentary on kind of the last 2 years of loan balances at BTH?

Yes. I would summarize that question from the standpoint of looking at it as them plateauing with the capacity they had. And it's been awesome getting to know Lori and Jay both and their strategies and understanding how they manage this bank from an efficiency perspective and did just what I think is an incredible job. And when you look at how they operated the institution and how people wear multiple hats and how they manage their client base and also how they outgrew customers, they just hit a plateau. And that has no influence at all on their ability to grow. I think it was just a factor of, it's like Jay said, their efficiency created some opportunity costs. And in fact, that's exactly what happened. So this is why this is a perfect opportunity for not only us but for them. And I think that the way we focus on growth, organic growth, and the way they have shown in the past that we'll get back on track and see some pretty strong growth.

All right. And then I know in mergers like this, sometimes, when you put the 2 companies together, there's a segment of the target loan portfolio that can be kind of the decision to strategically shrink it can be made. Is there any kind of strategic exits you want to make from the targets loan portfolio? Or are you happy with what you have there?

Very happy with what we have there. Outside of $65 million mortgage warehouse portfolio that was used to offset low investment yields, we're extremely happy with what they have.

Okay. Then I was looking through the history of the company, and I noticed in 2015, they had a -- it looks like an equity injection of about $45 million. 2017, looks like they raised another $47 million of equity. Can you just talk to us a little bit about the shareholder base there? Is this mostly retail? Or is there any institutional or private equity investors involved?

It's all retail. They had a, as they say, fresh and unique approach to how they manage their equity. They created opportunities for deposit holders and relationships and customers to participate in their debt and their equity and did, again, an outstanding job of creating value beyond just the capital. So it's all retail.

Okay. And then lastly for me, Drake, just a little color on how this deal came apart. I would think a target like this, especially of this size, there would have been a lot of people that would've loved to have this franchise. So maybe just a little history on was this privately negotiated, was this an auction, how did you guys meet, like what's the story behind this merger.

Well, if you have a minute, it's pretty interesting because I would say 3 years ago, had the opportunity to visit with Bob Dyer on the phone and ask to come over and visit with him about -- just conversation about the 2 companies. And unfortunately, Bob was sick with cancer, and we never got that opportunity. And from there, I always looked at this franchise but just because of the geographic fit and the way it was managed as an opportunity. And lo and behold, a relationship of ours, Derek McGee is from Henderson, Texas, which is right in their backyard. And they were having a conversation, as the way I understand it, and Derek highly recommended a conversation. So I called Jay and Lori quite some time ago and asked them, could we just meet in Dallas and visit. And I walked out of that meeting just beside myself that this was exactly the fit and the type of people and the opportunity that we needed. And I want to say to all the analysts and anybody listening that we stayed disciplined. We had opportunities and we walked away from opportunities because they weren't cultural fits. This got off the ground, and the opportunity was presented because, first, we determined this was a cultural fit. We spent a lot of time with them, social time, time talking about plans and future and what it looked like, and it was just amazing how -- and I would just have to summarize this deal as one of my friends told me. It's not complicated, and it makes all the sense in the world. And it's -- that's how it came about. And from there, it was a private deal. We had exclusivity and was very pleased with that opportunity.

The next question is from Kevin Fitzsimmons of D.A. Davidson.

Drake, at the outset, you described the time line from the IPO and how you all kind of did exactly what you said you were going to and then just kind of culminated in this being in a position to execute opportunistic M&A transactions such as this one. So obviously, I would think you're going to be very focused on integrating this and getting this fully buttoned up and working together. But can you describe beyond that what your outlook and your strategy is going to be M&A-wise? Will it be -- will you be kind of looking opportunistically at any of these interstate corridors between DFW and Houston or further fill in along I-20? Or was this such a special case that you wouldn't say this is the start of the new phase but just -- given the organic loan growth that you have just lying in front of you, I'm just curious how you're thinking about M&A.

Well, I want to restate what I said early on. This doesn't change the structure of this company. It doesn't change our strategies. We are an organic grower. We found a partner. And I think the competitive advantage of this company versus maybe other opportunities is that we are geographic in everything we do. All we did was pick up great partners that are coming on this team. They have a market to run. They have all the opportunity to grow and be a significant part of this company. So that was opportunistic M&A. And we are going to focus on -- and I would tell you that as I've tried to communicate the best I could through the last couple of years, we are going to be disciplined. We are going to do the things that make sense for us. And outside of that, we don't have to have an M&A deal. So this was an opportunity. It was a perfect fit. And I'm going to say the word perfect because it absolutely is. We have nicknamed this deal the unicorn, and it truly is because you just don't find people and facilities like this. So as we move through consolidating this company, getting people comfortable with who we are, solidifying the new market and getting those people comfortable with how things will be done, certainly, our eyes and ears will be open to another opportunity if it presents itself. But I will say that we are focused on this for the time being. We certainly have holes in the footprint in Texas that we would love to maybe fill. But right now, this is the price, and I just don't think there's another one out there like it. But yes, we will be opportunistic if there's an opportunity.

Okay. Great. And just in terms of the timing, I know that's a pretty broad spectrum of, say, in the second half of the year, and I understand why you have to do that. It's hard to be certain. But is it fair to say this is probably -- I mean, would you peg like early fourth quarter type of timing if you were to give your best guess?

Yes. Unfortunately, we're prisoners to a conversion date. And I would say that conversion date, at best, will probably be early fourth quarter. We want to make sure that all our employees and customers are comfortable, and we have a lot of things settled before we go into that. So I think what we'll find out here in the next week or so is that the earliest opportunity will be early fourth quarter for conversion date. We hope that we might be able to speed that up, but we're going to operate these 2 banks under the holding company. And they're going to do their thing, we're going to do our thing and hope that we can get an early fourth quarter deal done.

Okay. Great. And one last question. I know a lot of the accretion is based on the cost saves and combining the balance sheet, and revenue synergies aren't assumed or modeled. But can you speak of are there any opportunities that excite you, whether it's from mortgage warehouse or treasury or from life insurance, which you guys have been -- or insurance throughout P&C insurance that you've been active in that excite you?

Yes. And by the way, Kevin, you know I'm a little too transparent for things. I said early fourth quarter, and they passed me a note saying it's late third quarter. And I said, okay, we're talking about a week or 2 here, but we still think that's in that area. But I do believe that talking to both Lori and Jay, this is their market to run, they will build it the way they feel that they desire to build it, but there are opportunities from mortgage. They are excited about MLOs in their markets. There is insurance opportunities. We want to expand our insurance footprint there. Certainly, the market is ripe to be able to do an agency acquisition. And then we have enhanced treasury management that we think we can add to their products and services that will significantly impact our treasury management holding. So I think there's significant opportunity.

The next question is from William Wallace from Raymond James.

Drake, thank you for all the color on this acquisition. I wanted to just circle back to 2 areas for clarity as far as the modeling goes. First, and I apologize if you gave this specifically, but how many rate hikes are you assuming in the model for the 2023 earnings assumption for BTH?

We did not assume any rate hikes in the model.

Okay. Okay. And then on the $10 billion threshold, so I appreciate that you guys have begun the process of thinking about crossing $10 billion this year or last year. I would assume that, that time line was probably a couple to 4 years later than it's going to be now. We have seen that the regulatory burden has oftentimes resulted in increased expenses from either or both, some systems investment to be able to better slice and dice loan portfolios in a more granular level and then also just from personnel -- non-production personnel to just keep up with all of the demand. So in the modeling, should we assume that there would be some pull forward of costs on the Origin side? Or is using that consensus number that you guys use in the slide deck is that, do you feel, an appropriate estimate to use?

Yes. When you look at where we are today -- and Wally, you hit the nail on the head because I had a 30-month period -- of planning period to go from $7.5 billion to $10 billion, and we were well on our way in that period assembling our teams and putting things together. And I'm going to give you probably something that I shouldn't give you but I'm going to because we've done a lot of work around -- the attorneys are going nuts right now. But we've done a lot of work around the impact, and I'm really pleased where we are. But if you look at interchange, a Durbin Amendment impact, if you look at fast impact and you look at BT Holdings, Durbin Amendment impact and you look at basically swap margin and capital requirements, you look at oversight cost on the CFPB -- and by the way, I'm the guy that's contacted the CFPB and tried to build a relationship that they tell me I can't do but I'm going to try anyway. But anyway, if you look at all that, I'm pretty much looking at an impact -- after-tax impact of about $6.5 million to $7 million all in. That's the labor that we think we need. Now we have been busy. And actually, last year, this year in our budget that we provided ramps up some of the compliance and audit needs that we have. But what's neat about this transaction that we're looking at today is that they have people that can fit into our model and help us in this process. Now we still need some finance and accounting support. That's not a whole lot, but it's baked in that number. So I hope that can give you some insight in what we think from a projection standpoint will be the overall impact to us into 2024 when we get there.

And that $6.5 million to $7 million after-tax, that includes Durbin as well? Or that's just expense?

It does. And I'm just going to tell you, we're projecting about a $4.5 million Durbin impact; and for them, about $0.5 million Durbin impact. So that's in that number.

And that's pretax though, right? I think you gave that in a slide, I think.

Yes. Yes.

Okay. Drake, thank you for that additional color. And as always, I appreciate your willingness to give the lawyers some heartburn, so thank you. I'll step back.

Yes, they're kicking me. I'm bruised up a little bit, but thank you, Wally.

[Operator Instructions] The next question is a follow-up from Matt Olney of Stephens.

Yes. Just want to circle back on credit quality. And on Slide 14, you gave us a nice view of the due diligence of what you reviewed and some of the summary findings. Within the credit mark, I think it was around $27 million, any more color you can give us on that? Any loan types that have more mark than others, whether it's energy or COVID-sensitive names, just anything to speak of there?

No, not really. This is Jim. When we went through the mark and went through the portfolio, I just want to go back and reiterate, we're very, very pleased with the composition of the portfolio, particularly the C&I component of the portfolio. One of the things that we had to kind of work through as we went through was looking at their reserve under the previous allowance model and under CECL. So as we went through that process, I will just tell you from a risk rating perspective, we were very, very much aligned, and we felt really good about the market. Obviously, when you're going through that process, you're going to be conservative. And -- but again, we matched up very, very well. We were able to review 71% of the portfolio during our due diligence. And we did focus on some key areas, and I was very pleased that, again, 71% all in, just to give you a little bit of idea, any credit $500 million and greater, we had an 80% penetration; credits of $1 million and greater, 88% review. Obviously, we reviewed 100% of all their classifieds. And from a sector perspective, their energy portfolio, we looked at about 88% of that portfolio. Going down the list of some of the ones that you know that we have been focused on from an impact of COVID such as hotels, assisted living, restaurant nonessential, all of those range from around 70% up to 100% penetration in all of those identified sectors. Office, we looked at 78%. So to just give you a feel about the scope of the work that we did during the due diligence period and the outcomes of that, one of the other aspects that we looked at what our combined portfolios look like from a credit quality standpoint, very, very pleased in that regard as well. That looks good on all fronts. So they have done a remarkable job over the last, I'd say, 12 to 18 months to address some very limited credit issues they had and just did a great job of working through those and resolving those issues. So with that, I'll turn it back over to Drake.

Matt, I will go back to answer the end of that question because when you look at the mark and the $27 million, there weren't specific industry concentrations in that mark. It was a COVID impact and energy credit, service credit from the standpoint of -- in the house building. So there was no specific industry. It was -- and the good thing about those mark credits is these were relationships they've had, so we felt very good about where they were and think that this is a conservative mark.

Okay. That's great. Just a few more questions around modeling. Do you guys happen to have what the average loan yields were for BT in the fourth quarter? I'm trying to get [ clean ] number up.

Yes, I think it's 3 -- excuse me, 4 -- I'm about to pull this number out for Steve, but I think it's like 4.10% or 4.15%. And we are...

Loan yield is 4.24% for them for the fourth quarter, and we were at 3.83%. So combine that, weighted average is 3.91%.

And Steve, does that 4.24% include the PPP impact for BT? And if so, how much would that be, would you guess?

That does. I know that their PPP loans are a total of about $27 million. So if you take the $27 million times 1%, they didn't have as money forgiven as we did as a percentage. So if you take that and say 2.5% of the $26 million.

Okay. And then on the deposit side, I think you mentioned there could be $500 million of deposits that could run off just temporarily towards the end of the year. Any more color on kind of what that could be? Is that the Origin side or the BT side? And are those higher-cost deposits? Just trying to appreciate how to forecast something like that in my model.

Yes, that's all on the Origin side between Promontory and some large municipal accounts we have. And we also have a relationship from a brokerage standpoint -- or from Origin's perspective that when you total all those opportunities to push off, for a couple of days, it won't impact earnings and it won't impact yield or NIM at all.

This concludes our question-and-answer session. I would like to turn the conference back over to Drake Mills for closing remarks.

Okay. Thank you, everyone, for this opportunity to present today. This is a big, big day for Origin. I know it's a big day for BT Holdings. We have found a real partner that's going to create a tremendous amount of value for this company. Unbelievable people they have. I'm pleased that we stayed as disciplined as we said we were. I'm pleased that we did exactly what we said we would do. And I'm also pleased that our first deal as a public company is a Texas franchise that has a tremendous amount of heritage and value. So again, thank you for this opportunity. And for most of you, you have my cell number. If there's additional questions, I'll be ready to visit with you. Again, many thanks.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.