Eastern Bankshares, Inc.

Hello and welcome to the Eastern Bank Shares Inc. 4th Quarter 2023 Earnings Conference Call. Today's call will include forelooking statements, including statements about Eastern's future financial and operating results, outlook, business strategies and plans, as well as other opportunities and potential risks that management foresees. Such forelooking statements reflect management's current estimates or beliefs and are subject to risks and uncertainties that may cause actual results or the timing of events to differ materially from the views expressed today. More information about such risks and uncertainties is set forth under the caption for looking statements in the earnings press release as well as in the risk factors section and other disclosures in the company's periodic filings with the Securities and Exchange Commission. Any forelooking statements made during this call represent management's views and estimates as of today, and the company undertakes no obligation to update these statements as a result of new information or future events. During the call, the company will also discuss both GAAP and certain non-GAAP financial measures. For a reconciliation of GAAP to the non-GAAP financial measures, please refer to the company's earnings press release. which can be found at investor.easternbank.com. Please note this event is being recorded. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, press star followed by the number two. Thank you. I would now like to turn the conference over to Bob Rivers, Chair and CEO. Please go ahead.

Thank you, Julie. Morning, everyone, and thank you for joining our fourth quarter earnings call. I hope your 2024 is off to a good start. With me today is Jim Fitzgerald, our Chief Administrative and Chief Financial Officer, who will review our financials in a few minutes. As I reflect on the year 2023, it was a year of strategic repositioning for Eastern. We remained nimble in navigating in a certain environment while remaining focused on our strategic priorities. We have emerged from 2023 better and stronger despite all the year's challenges and believe we are well positioned for success in 2024 and beyond. As we entered 2023, EastGen and all banks were facing a big challenge with higher interest rates, changing customer preferences, which placed a greater emphasis on liquidity, and general economic headwinds. As you all know, these conditions led to the failures of a few U.S. banks, marking a very tumultuous time for our industry. We responded quickly and boldly to this environment by restructuring our securities portfolio in the first quarter. The sale allowed us to immediately improve both our funding position and our earnings outlook. When we look back at this transaction, we are very pleased with the outcomes and very glad we did it early when the industry headwinds became apparent. After the securities repositioning, we moved forward to sell our insurance agency business, Eastern Insurance Group. This too was a very difficult decision as Eastern Insurance had been a core part of Eastern and a significant piece of our culture. The transaction, which closed in the fourth quarter, exceeded our expectations. The valuation premium was very significant and the transaction further strengthened our financial foundation with enhanced liquidity and capital. The transaction also allowed us to think opportunistically about the future. While we were working on the insurance sale, we were able to come to an agreement with Dennis Sheehan and the Cambridge Bank Board on the merger we announced in September. The merger with Cambridge meets all of our acquisition criteria in powerful ways. It is an in-market merger with an extremely attractive partner that we know well and have long respected for their strong banking franchise and leading wealth management platform. The combination strengthens our market position in core markets, solidifies our leading position among banks headquartered in the greater Boston area, more than doubles our wealth business, and significantly enhances our financial performance metrics. As a result of these strategic transactions, we enter 2024 with great optimism, strength, and excitement for our future. Although we recognize we need to finish the job and obtain both shareholder and regulatory approval for the merger, we believe we are on track for both. and look forward to closing early in the second quarter. As Jim will detail, we expect the first half of 2024 to be focused on the preparation, closing, and banking conversion of Cambridge. But the strategic benefits of the transaction will be clear in our second half results when the noise settles down. This is very exciting for us. When we went public in 2020, our goal was to deploy the capital raised in ways that would allow us to generate very competitive returns and build the leading independent Boston banking franchise. We are confident the second half of 2024 will demonstrate success in both these ambitions, and we look forward to communicating our updates and results along the way. The differences between the start of 2023 and that of 2024 are a vivid contrast. We very much look forward to executing on all of our plans with Cambridge as our partner and are confident that we will achieve the financial targets we laid out back in September. Jim will go through those in more detail shortly. As I turn it over to Jim to discuss all of this in more detail, I offer my endless gratitude and appreciation for our dedicated colleagues at Eastern for persevering through one of the busiest and most stressful years of our careers, but nonetheless one of the most successful at Eastern as we better position the company financially and strategically. Through their extraordinary efforts in so many ways, they repeatedly demonstrated unfailing support for our customers and community partners and each other through often challenging economic circumstances, while putting us in a position for what we believe will be a very successful 2024. I'd also like to again recognize our former Easton Insurance colleagues. As you can see from our financial results, the value that was created by their hard work over a long period of time resulted in an exceptional valuation for their business and gain for our shareholders. We are confident that AJ Gallagher is a great employer for our former colleagues at Easton Insurance, and we wish them the very best. And now I'll turn it over to Jim.

Great. Thank you, Bob, and good morning, everyone. As Bob mentioned, the fourth quarter closed a very busy year for us with the securities repositioning in early 2023, the sale of Eastern Insurance late in the year, and the announcement of the merger with Cambridge in September. Sale of Eastern Insurance closed in the fourth quarter and is included in our results. It had a very large and positive impact with a gain of $295 million after tax, which led to improved capital ratios. the net cash proceeds of about $500 million had a positive impact on our liquidity position as well. All in all, we continue to be pleased with the execution of the transaction, which exceeded all of our expectations. In addition to the gain and the movement of insurance results to discontinued operations, Q4 had some additional noise with the FDIC special assessment of $10.8 million and some higher compensation expenses. I will go through those through my remarks. First, I'll touch on some highlights of the quarter. Net income for the quarter was $318.5 million, or $1.95 per diluted share, and was driven by the gain on the insurance transaction of $295 million, which is slightly higher than we projected at the time of the announcement back in September. The transaction improved our TCE ratio by over three percentage points, and our CET1 ratio by 2.5 percentage points from Q3. The combination of the cash proceeds from the sale and strong deposit performance in the quarter allowed us to reduce our broker deposits and FHLB advances by $1 billion, and we ended the quarter with a nominal amount of wholesale funding. As I mentioned, deposit performance was stronger in the quarter than we had expected and better than the prior couple of quarters. Excluding broker deposits, our core deposits increased by over $500 million in the quarter. We continue to see migration out of lower cost accounts into higher cost, but at a slower rate than the prior quarters. Loan growth continues to be slow, primarily due to market conditions, although we have had a cautious approach while the environment has stabilized. Loan growth in the quarter was 1.5% on an annualized basis. Although we experienced an increase in non-performing loans and charge-offs in the quarter, overall levels continue to be modest. We've had very good success in resolving problems as they come up. Of the three office loans that moved to NPL status in the third quarter, which we had mentioned as part of our Q3 results, one property has been sold, one is under contract for sale, and one is currently being marketed. An additional new NPL in Q4 is also undergoing a sales process of the collateral and is under contract for sale. The sales prices are in line with our expectations and in line with our provision levels in the third and fourth quarters. Our board approved a dividend of 11 cents per share that's payable on March 15th to shareholders of record on March 1st, 2024. Turning to the balance sheet, assets were essentially unchanged from the third quarter at $21.1 billion. Loans were up slightly by $50 million to $14 billion and overall deposits were up by $170 million to $17.6 billion. As mentioned, we were able to reduce our wholesale funds in the quarter by over $1 billion and our cash position was up $84 million to $700 million. Securities increased by $140 million due to the impact of lower rates and improved valuation, which was partially offset by principal runoff. Shareholders' equity is up by $528 million, primarily due to the insurance gain, earnings, and the improvement in AOCI. We're very pleased with where the balance sheet ended the year and think our capital and liquidity should provide us with a competitive advantage over time. As mentioned and as was expected, the fourth quarter earnings had a lot of noise. The insurance gain was recorded in discontinued operations and was $295 million after tax. This led to net income of $318.5 million, or $1.95 per diluted share. For the year, the insurance gain offset the success I'm sorry, for the year the insurance gain offset the securities loss earlier in the year and net income was $232.2 million, or $1.43 per diluted share. Net interest income was $133.3 million in the fourth quarter, down from $137.2 million in the prior quarter. The reduction of $3.9 million in the quarter was due to higher interest expense, The reduction quarter-to-quarter was 2.8%, and overall net interest income was slightly above last quarter's guidance. The FTE net interest margin was 2.69%, down from 2.77% in the third quarter. The decline in the margin was due to a faster increase in funding costs of 20 basis points, while earning assets were up one basis point. The primary reason loan yields were only up one basis point quarter to quarter was some interest recoveries that were recorded in Q3 and made our commercial loan yield higher than it would otherwise have been. The loan loss provision was $5.2 million, and I'll cover reserve levels shortly when I get to asset quality. Operating non-interest income was $21.8 million in the quarter, up from $20.7 in the 20.7 million in the third quarter. As we discussed on the last call, the third quarter included some small losses on sales of commercial loans. Excluding that, all operating line items were in line with the prior quarter. Non-interest expense was 121 million in the quarter and 117.4 million on an operating basis. Included in operating expenses were the $10.8 million special assessment from the FDIC and 4.5 million of the operating portion of salary and employee benefits that are higher than where we expect them to be going forward. I'll provide more comments on our expenses going forward when I get to the outlook. As I mentioned in prior quarters, our tax rate was impacted by the securities loss and the insurance gain. The tax expense in the quarter on the operating results was 2.3 million. We experienced a slight increase in non-performing loans in the quarter from 47.5 million to 52.6 million. As a percentage of loans, NPLs moved modestly from 34 basis points to 38 basis points. Net charge-offs in the quarter were 11.4 million, or 32 basis points. With essentially no net charge-offs in the first three quarters of the year, full-year net charge-offs were nine basis points. Provision expense was $5.2 million, bringing the allowance for loan losses at the end of the quarter to $149 million, or 1.07% of total loans, and the allowance covered non-performing loans by nearly three times. We've been very active in resolving problem loans. Of the three office NPLs from the third quarter, all are being resolved via property sales. One was sold in the fourth quarter, One is under contract and expected to sell this quarter, and the final one is being marketed. Additionally, we had one new non-office NPL in the fourth quarter that we also expect to resolve this quarter via property sale. All of the sales prices have been in line with our expectations and in line with the provisions or charge-offs we recorded in Q3 and Q4. We updated our office portfolio page and added some more disclosure on our multifamily and shared national credit portfolios in the presentation. We appreciate the input we received from a variety of investors and analysts and hope that the added information is helpful. We provide the outlook on two pages, one for Eastern, pre-merger, and then a page specific to Cambridge. For Eastern on a standalone basis, we expect the first and second quarters of 2024 to be similar to Q4 of 2023. We experienced better deposit performance in Q4 than we anticipated, and we expect that to help stabilize net interest income around current levels. We could see some modest margin declines in early 2024, but believe the margin levels are stabilizing as well. If we do see some Fed rate reductions in 2024, that will benefit both net interest income and the margin but that will have a greater impact in late 2024 and the full year 2025. We expect that the credit picture this year will be similar to Q3 and Q4 of 2023. We expect trends to start to normalize, and that will lead to increases in non-performing loans, but we expect these to be contained. We believe our active management of loans as they become more vulnerable will help us work through the resolution process like we have seen over the last two quarters. On the expense front, as I mentioned, certain expenses were elevated in Q4 and will not recur going forward. We expect to start the first quarter with a run rate of operating expenses between $102 and $103 million, which is in line with the guidance of last quarter. However, we have two major projects in addition to Cambridge that we are completing in the first half of 2024 that will create long-term benefits but will cause elevated expenses in the first and second quarter. First of these is we are moving our corporate headquarters in Boston. Their themes are as you would expect. We're moving to less space with a lower aggregate cost than what we currently have. The space is also modern and well-designed and will be more aligned with our hybrid working model. We moved early in the second quarter And we'll have elevated occupancy expense in Q1 and Q2 as we pay for moving costs and the lease overlap. We are also updating our online and mobile banking platforms and will gradually be transitioning customers in Q1 and Q2. We're very excited about the upgrade, but we'll have some overlap of costs as we transition the product. The impact of these is expected to be $3 million each in the first two quarters of 2024 for a total of approximately $6 million. Both projects will be completed by the end of the second quarter. Although these projects will cause some elevated costs in the short term, we expect both to provide long-term benefits. We expect the tax rate to normalize in 2024 in the 22% to 23% range. Turning to the outlook with Cambridge, we continue to be very excited about the opportunity and confident the combined franchise will be a market leader in all respects. As a reminder, the SEC declared our S4 effective on January 12th, and the shareholder meetings are set for February 28th. We continue to work with our regulators and expect to provide updates as we move forward. Along with the Cambridge team, we've made significant progress in planning for the integrations. Banking integration is planned for the second quarter, and the wealth integration is scheduled for Q3. We believe both conversion plans are tracking very well. We have spent considerable time reviewing and updating all of the financial information we outlined at the announcement last September, and we provide an update on slide 19. As you can see, we have confidence in our ability to meet or exceed just about all of the key financial metrics and are still working through our capital management planning. Our pro forma operating metrics with Cambridge are significant improvements to our standalone financial metrics. We're confident that the combination with Cambridge will provide us with a richer, more profitable business mix and a larger operating platform that will allow us to accelerate the financial improvements we talked about when we went public in 2020. In particular, the expected improvement in the net interest margin and run rate earnings are very significant and put Easter in a position at the end of 2024 that would have taken a number of years to deliver as a standalone entity. We realize we need to execute well and that it will take until the second half of the year to start delivering these results. But we are comfortable with the projections and very confident in our financial and strategic direction. Thank you, and Julie, we're ready to open up for questions.

Thank you. At this time, I would like to remind everyone, in order to ask a question, please press the number one on your telephone keypad. We'll pause just for a moment to compile the Q&A roster. Your first question comes from Mark Fitzgibbon from Piper Sandler. Please go ahead.

Good morning. Good morning, Mark. It sounds like you guys are pretty confident that you'll get approval in early second quarter on the Cambridge deal. Given that other banks have been waiting much longer for approvals, what gives you that level of confidence?

Sure, Mark. I'm sort of joking, and hopefully you'll laugh with me. I anticipated that to be your first question, so thank you. I think on a serious note, we have very strong communications and relationships with our regulators. They obviously have a job to do. We've supplied all the information, both in the initial application and all the follow-ups. And we understand that they have a job to do, but we'll continue to communicate with them. As I said in previous calls, this timeline is very comparable and similar to what we experienced in the century transaction. And as we have further updates, we'll provide them.

Okay. And then I wondered if you could possibly give us an updated tangible book value estimate with Cambridge. Obviously, given the movement we've had in rates since the announcement, you would think that the tangible book value would be much higher than that 1016 original estimate. Any comments there?

Sure. I would say this, Mark. As you would expect and would know, we've updated all of our analysis continuously since September spent a lot of time using year-end data, the 1231, both for marking the loans to market and all of the various assets and liabilities. At this point, I'm not sure it makes sense to provide some of that because rates have changed since then and rates will continue to change. We do anticipate this question and understand the interest in it. And I think what we'd say on that is, Let us think about how best to provide some updates along the way. Again, we're a little bit nervous because things are going to change between now and closing. We don't want certain numbers to be overinterpreted. But let us come back on how we could help out with that, but also provide it in a way that we think makes sense.

Okay. And then I wondered if you could share any thoughts around sort of growth for loans, excluding the impact of Cambridge and also fees.

Sure. I think I'll start with loans. It continues to be a challenging market for loan growth. We don't see that changing in the next quarter or two. We're very confident that our lending teams, both here at Eastern and when we combine with Cambridge, are going to be market leaders and should be well-positioned. But the loan growth that we had in the fourth quarter, which was call it one and a half percent, it's very much in line with the low single digits that we've been talking about for the last couple of quarters. And I think as we look out a couple of quarters from now, that's the same level as we'd anticipate. I think one of our jobs here financially is to get the balance sheet in as good a position as possible. And we feel like we're making very good strides there. So when the market does turn, we'll be very capable of going. And as I said, we have very strong lending teams. But at this point, that low single digits is what we would continue to guide to.

And then fees, anything?

Fees, obviously the big story there is the wealth fees that are coming over from Cambridge and really changes our income statement in a very positive way. Away from wealth, which I think was your specific question, there's what I would consider low single digit growth in those other accounts, deposit services, et cetera. Away from wealth, there's not that much going on in those other line items.

Thank you.

Thanks, Mark.

Your next question comes from Laurie Hunsaker from CPART Research Partner. Please go ahead.

Yeah, hi, thanks. Good morning. Good morning, Laurie. If we could just go back to sort of pro forma the deal, maybe a different way to ask it is, can you help us just think about pro forma, intangibles?

Sure. So I think I may give a similar answer I did to Mark. So Laurie, as you know, the announcement was September 19th. I think the rates that were used for that were September 15th, something very close to that. Rates are lower. Rates were lower at 1231 than they were at that time period in September. And, you know, the things that you would expect to happen did happen, right? The mark to market was a little bit lower that reduced the amount of the intangibles. Obviously, since then, rates have moved up a little bit. And, you know, it's not something you can track every day. There's a process involved there. I think, you know, similar to the spirit we said with Mark, I understand the question and we want to be helpful there. A little reluctant to put information out that's going to be stale by the time you get it and then change even further between now and closing. But we'd be very open to thinking about sharing things and providing information that would be helpful. Just want to make sure it doesn't sort of create unintended consequences. As I said, by the time, I'm a little bit afraid by the time we get you information, it's going to be stale, which would be the case if we were giving you 1231 numbers. But very happy to think about that and come back within a short period of time to see what we can do.

Okay. Okay. So I guess probably you're going to have a similar answer then in terms of thinking about accretion impact on that interest income and margin.

Yes. I mean, it's a really different, we appreciate all of your questions and interest on that. And we are thinking through how we want to ultimately disclose all that. So your questions are very helpful that way and your insights. So we're thinking through that and we'll come back on that as well. That would be part of the Total answer.

Okay. And then just to clarify, when you talked in your comments about, you know, modest margin decline for the first half of 2024, that was obviously exclusive of accretion income. Is that correct?

That was at Eastern. So definitely, yes, Lori, that was the comments I was making. There were stable net interest income and stabilizing margin at Eastern pre-closing.

Gotcha. Okay. Okay. That's helpful. And then can you just help us think about, or maybe what's the spot margin for the month of December?

Same as the quarter, 2.69. Okay.

And then what was the timing in the quarter in terms of the reduction on borrowings in FHLB? Brokered in FHLB. Was that when in the quarter?

Yeah, the one lumpy item, lumpy is not a technical term, obviously, but the EIG proceeds were, call it November 1st, and that was approximately $500 million. So that was a component of it. The other reductions were really due to deposit inflows that took place throughout the quarter.

Okay, great. And then just going back to the Class B office non-performers, Can you just, the four credits, can you just take us through the one that was sold, what was the balance, and then what ultimately ended up being the write-down there? The one under contract, same thing. The one being marketed, what's the balance? What's the new one? If you could just break out those four so we have it. And then the new one that came in, is that also Class B?

Yeah, so let me, there's a lot there. Let me try and go through slowly. So I'm going to focus first on the three non-performers from last quarter that were office, and they were all in the financial district in Boston, so your memory is very good there. The one that sold is the one I can provide the information. That was a $9 million loan. The charge drop was $4 million. And that closed in the fourth quarter. The one that's under contract for sale is a little bit of a smaller loan. and we'll provide the details on that when it actually closes. The third office portfolio non-performer from the third quarter is being marketed. That's a slightly larger loan. I don't remember that number, the loan balance off the top of my head, but it's larger. It's the largest of the three. The new non-performing loan in Q4 was not an office property. It was just a commercial real estate loan. It was approximately a $15 million loan. and we do expect to resolve it this quarter.

Gotcha. Okay. And then the three, I guess you gave us last quarter $26 million. Was that $26 million net of the $4 million in charge-offs?

At that time, it was gross, so the charge-offs came later. The $26 million was the principal balance, yeah.

Perfect. Great. Thanks. I'll leave it there.

Thanks, Lori.

As a reminder, if you'd like to ask a question, please press star 1 on your telephone keypad. Your next question comes from Damon DelMonte from KBW. Please go ahead.

Hey, good morning, everyone. Thanks for taking my question this morning. Great. Good morning, Damon. Hi. Just a question on expenses. I got the commentary on the first two quarters of the year, we'll have an additional $3 million each for those two projects you have going on. When we look at the underlying base, I think you said it was like 102, 103. What kind of growth are you expecting off of that base?

You know, again, putting the two items, the two $3 million items aside, Damon, so the first two quarters would be, you know, start at that level, 102, 103, pretty modest growth from there. In fact, those would really be pretty close to run rates for the full quarter. Obviously, Cambridge is coming in and that's going to confuse that a little bit. But if you annualize the 102 to 103, you'd be very close to the annualized number that we would expect without Cambridge.

Got it. Okay. That's helpful. And then the commentary around the outlook for credit and kind of more of a normalization, how would you characterize a normalized net charge off year for you guys?

I'm laughing.

You've got to go back a few years for that probably, right?

Yeah. No, I think what we believe here is that we in the industry, right, we're at very low levels for a long period of time. When we look at our current levels, and let's just call it non-performers, you know, again, 40-ish basis points, maybe a touch higher than that, and charge-offs for the year of call it 9 to 10 basis points, We would expect both of those metrics to migrate up a little bit, but in a contained way. We don't see large increases in them, but they were at very low levels for a very long period of time. And as you know, the environment's clearly changing, and we would expect those to move upward. But again, contained is the word we use internally, so it's hard to give you a number. But we don't see big increases there. Contained is a word I would say one more time.

Got it. Okay. I think that's all that I had. Thank you very much.

Thanks, Damon.

And there are no further questions at this time. I will turn the call back over to Bob Rivers for closing remarks.

Well, thank you for your interest and your questions. And we look forward to sharing more with you during our next earnings call at the end of April.

This concludes today's conference call. You may now disconnect. Thank you.