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Chemical Financial Corporation (NASDAQ:CHFC)

Q4 2013 Earnings Conference Call

January 27, 2014 11:00 AM ET

Executives

Michelle Pilaske - Executive Assistant to the President and CEO

David Ramaker - President and CEO

Lori Gwizdala - EVP, CFO and Treasurer

Analysts

John Rodis - FIG Partners

Brad Milsaps - Sandler O'Neill

Eric Grubelich - Highlander Bank Holding

Daniel Cardenas - Raymond James

Chris McGratty - Keefe Bruyette & Woods

Operator

Good day everyone and thank you for standing by, welcome to the Chemical Financial Corporation’s Fourth Quarter Earnings Conference Call. At this all participants are in a listen-only mode, later we will conduct a question and answer session and instructions will be given at that time. As a reminder today’s conference is being recorded. It is now my pleasure to introduce Michelle Pilaske from the company. Please go ahead.

Michelle Pilaske

Thank you very much. As a reminder a copy of today’s earnings release can be accessed by logging onto cemincalbankmi.com and selecting the investor info tab at the top of the website. We’ll also include a brief slide presentation on our investor information page for supplemental information that maybe referenced throughout today’s call. With me in the room today are David Ramaker, Chairman, President and CEO of Chemical Financial Corporation; and Lori Gwizdala, Treasurer and CFO. After brief comments from management, we’ll open the call to your questions.

Before we begin, I would like to caution listeners that this conference call may contain forward looking statements about Chemical, its business strategies and prospects. Please refer to our forward looking statements disclaimer on page three of the slide presentation for a description of risks and uncertainties that could cause actual results to differ materially from those reflected in forward looking statements. And now I would like to turn the call over to David Ramaker.

David Ramaker

Thank you Michelle and good morning everyone and thank you for joining us on today’s call. This has been a very exciting year for Chemical Financial Corporation and if you will move with me to slide four, first and foremost I am happy to report that we posted record net income this year, earning $56.8 million in 2013 or $2 per diluted share. Additionally the fourth quarter earnings per share of $0.48 increased 14% over fourth quarter results in 2012 capping a strong year of earnings for our shareholders.

Robust organic balance sheet growth, improving credit quality metrics and a focus on controlling cost led to a consistent earnings improvement over the course of the year. We continued to have a very well capitalized strong balance sheet and are continually focused on effective capital management. Currently our quarterly cash dividend is $0.23 per share, representing a dividend yield of approximately 3%.

We increased the dividend twice in 2013, which resulted in total cash dividends of $0.87 per share, a 6.1% increase over 2012. As we continue to believe it is important to return and grow value to our shareholders. One of our key highlights of 2013 year was the successful completion of a follow on common equity offering with net proceeds of $54 million in September. This additional capital and liquidity provides us with balance sheet flexibility that we believe we can leverage into continued organic growth or use for acquisitions.

The equity raise was well received by the market as evidenced by our stock price appreciation since that time. Additionally, our performance coupled with this capital raise created a 12.6% increase in tangible book value per share to $19.17. Our core strategy for the past several years is focused on growing the bank, enhancing the customer experience and developing our talent.

The goal of these initiatives is to position us as the community bank of choice in the Michigan communities we serve. We believe that our performance not only in the fourth quarter but throughout 2013 reflects the ongoing success of this strategy as we posted strong results across a wide range of financial and non-financial metrics. Helping to fuel our performance was a market improvement in many sectors of Michigan’s economy, such as auto related and other manufacturing, healthcare, agriculture and higher education especially in the Central and West Michigan markets we serve.

During 2013, Michigan’s unemployment rate dropped to 8.5% and for the second year in a row our state population increased changing the trend after nearly a decade of decline, and most importantly income per capita increased to just under $29,000. We believe the state’s economy will continue to strengthen as 2014 progresses. Overall, we feel good about our fourth quarter performance and our full year 2013 results.

Let me turn the call over to Lori Gwizdala, our Chief Financial Officer to provide some color on the drivers behind the performance for the quarter and the year. Lori?

Lori Gwizdala

As David mentioned and as you read in the release that we distributed this morning we had a very solid quarter and full year. Let me touch on a few of the key drivers primarily focusing on full year results. From a growth perspective we benefited from both the acquisitive growth in the fourth quarter of 2012 and our organic growth in both loans and deposits in 2013. As you may recall in December of 2012, we completed the acquisition of 21 branch offices from Independent Bank. The integration of these branches into our system went smoothly. As an aside we have not experienced any net attrition from the deposits acquired and we’re pleased that our total deposits at these branches were higher at year-end 2013 than at the acquisition date.

Moving to slide 5, before I discuss our organic growth, I will briefly walk through our 2013 earnings. Our net income of $14.4 million in the fourth quarter was 4.1% lower than the third quarter as higher net interest income and a lower provision for loan losses were offset by slightly lower non-interest income and higher operating expenses. The increase in operating expenses was partially driven by a $1 million commitment through our Chemical Bank [Charitable] [ph] Foundation. As David mentioned for the year we posted record net income of $56.8 million, up 11.4% over the prior year that translated into earnings of $2.00 per diluted share, an increase of over 8% from the $1.85 per share we earned in 2012.

Moving to Slide 6, it shows the components of the change in our net interest income in both the fourth quarter and full year of 2013. And the magnitude of the impact of the growth in our loans and re-pricing of both our loans and deposits. Net interest income was $196.6 million in 2013, 4.9% higher than 2012. But the increase largely due to the $480 million or 11.5% increase in total loans in 2013, but also due to the favorable impact of time deposits re-pricing lower. These increases were partially offset by the impact of loans re-pricing during the year and resulting in the overall yields on loans declining 40 basis points compared to 2012.

The growth in loans over the past two years increased our interest income approximately $18 million in 2013 and drove the overall 9.1 million increase in our net interest income. Our net interest margin increased over the course of 2013, rising from 3.54% in the first quarter to 3.63% in the fourth quarter. The increase in the net interest margins was also primarily attributable to both the growth in our loans and a reduction in funding cost.

Moving to Slide 7, in terms of non-interest income contributing to our financial performance, it totaled $60.4 million in 2013, up over 10% compared to 2012 with double-digit percentage increases in wealth management revenue, service charges and fees on deposit accounts and other charges or fees for customer services more than offsetting a $1.3 million decline in mortgage banking revenue. Growth in the volume of services provided as a result of the branch acquisition was the primary driver of fee revenue increases in 2013. We were also particularly pleased by the 19% increase in wealth management revenue.

Moving to Slide 8, operating expenses, they totaled $165 million in 2013 compared to $152 million in 2012, but 2012 including non-recurring cost of $2.9 million from the branch transaction. If you were to exclude these non-recurring costs, operating expenses in 2013 were 11% higher than 2012. This level of increase was mainly due to incremental operating cost associated with the acquisition of the 21 branches. We continued to grow our balance sheet ending 2013 with $6.18 billion of total assets, up 4.5% over the prior year.

Moving to Slide 9, total loans increased to $4.65 billion at year end 2013 and as previously mentioned a record year of organic loan growth. The increase in loans occurred across all loan categories with double-digit increases in commercial loans and consumer installment in home equity loans and resulted from the combination of improving economic conditions and increased market share. Moving to slide 10, we continue to have a strong core deposit funding base and ended the year with $5.12 billion of total deposits.

Organic deposit growth was $255 million during 2013, up 5.2% and was just slightly offset by the pay-off of $54 million of maturing broker deposits. Our average cost of deposits declined to 34 basis points in 2013 from 49 basis points in 2012. Moving to Slide 11, credit quality trends continue to improve during 2013. Net loan charge-offs were $16.4 million or 0.38% of average loans compared to $22.3 million in net charge-offs in 2012 were 0.57% of average loans.

Non-performing loans decreased $9 million or 10% to $82 million at year end 2013 resulting in the ratio of non-performing loans to total loans declining to 1.76% compared to 2.18% at the end of 2012. I did want you to know that we experienced a slight blip up in nonperforming loans in the fourth quarter of 2013. This was attributable to the downgrade to nonaccrual status of commercial and commercial real estate loans totaling $6.4 million to one at a cultural grower in processor. These loans are believed to be adequately secured and a specific impairment reserve was not required at year end despite this slight lift was remained cautiously optimistic with the overall trend line of credit quality.

The improvement in credit quality enabled us to decrease the provision for the loan losses in 2013. A provision was $2 million in the fourth quarter; $1 million lower than in the third quarter resulting in a total provision of the $11 million in 2013, 41% lower than our 2012 provision of $18.5 million.

Our allowance for loan losses of the originated loan portfolio was $78.6 million, or 1.81% of originated loans at year end 2013. With a decrease in our nonperforming loans, this allowance was 96% of nonperforming loans at year end 2013 slightly higher than at the end of 2012. I will wrap up by touching on capital. At year end, our tangible equity to asset ratio was 9.4% and our total risk-based capital was 14%.

I will now turn the call back to David for some closing remarks.

David Ramaker

Thank you, Lori. Let me close by emphasizing three things noted on Slide 12. First, we’re well positioned to continue to carry out our strategy of being Michigan’s community bank of choice. We realized the two key ingredients will drive future earnings success, revenue growth as well as cost discipline. In regards to the ladder, I wanted to mention that our ongoing system-wide business process improvement initiative that we launched in 2012 continued to bear fruit in 2013.

The initiative is structured to involve employees at multiple levels of the Company, developing a variety of solutions begin (Ph) small to provide quality cost effective solutions across multiple delivery platforms for our customers while generating profit and margin growth for our shareholders. Second, an important part of our overall growth strategy is growth by acquisition. We are also well positioned here to take advantage of the opportunities presented by ongoing industry consolidation. The $54 million capital raise I mentioned earlier provides us with additional powder to fund these opportunities.

Finally, a lot has been written and said about the escalating cost of compliance, what’s next coming out of congress and our regulators and the general uncertainty that still exist in the country and in our industry. Frankly, we have limited control over these issues and don’t spend a lot of time obsessing over them rather we will continue to focus on what we can control, execute while keeping a mindful eye on those things that are thrown at us and strive to turn our ability to efficiently comply relative to other depository financial institutions into a competitive advantage from both an operational and acquisitive perspective.

As always, we appreciate your time and interest in Chemical Financial Corporation. On that note Danielle, let’s open the call for questions please.

Question-and-Answer Session

Operator

Absolutely, thank you. (Operator Instructions) We will go first to John Rodis with FIG Partners.

John Rodis - FIG Partners

Good morning, guys. Lori maybe just a clarification, did you say that donation expense was $1 million this quarter?

Lori Gwizdala

Yes.

John Rodis - FIG Partners

Okay, and then so I guess that was in the other noninterest expense line item so that’s sort of what made that elevated, is that correct, was there anything else in there I guess?

Lori Gwizdala

That is correct. No, I don’t believe there was anything other that large or large in that category.

John Rodis - FIG Partners

Okay, and what about like other real estate gains or anything like that in that number?

Lori Gwizdala

Yes, we did experience -- let me explain that, for the full year of 2013, we experienced net gains on ORE sales of $3 million, but the difference there was more of that in the third quarter than in the fourth quarter and since those gains are included in our net operating expenses, it appeared as if there was an increase in expenses and when reality there just less positive gains, that accounted for about -- that accounted for about $600,000 of the increase in operating expenses between the third quarter and the fourth quarter.

John Rodis - FIG Partners

So how much were the gains in the fourth quarter? Was there about 6-7?

Lori Gwizdala

The gains in the fourth quarter were $700,000 compared to $1.3 million in the third quarter.

John Rodis - FIG Partners

Okay.

David Ramaker

And John we [didn’t add] [ph] a little color to the million dollar expense or donation expense. The end of 2012, we established a foundation that we think is going to be extremely important in continuing to give back to the communities in which we operate in and so we’re continually trying to build that endowment and so that was the impetus towards that, in essence donation, it was a donation to our own foundation.

John Rodis - FIG Partners

That makes sense. David or Lori, maybe a question, I guess either one; just sort of the loan growth on a total basis, it was around, I guess 11.5% this year, pretty strong. Do you think you can sort of continue with that low double digit pace going forward or do you think it’s slowed some or?

David Ramaker

I think it’s probably going to slow slightly but we’re confident that the way we have our bank positioned, we are going to continue to grow organically, both from a standpoint of taking advantage of an improving economy but also from a standpoint of grabbing market share. We still see those opportunities there, especially I would say in the West Michigan market, and then probably also in the Southwest Michigan market.

John Rodis - FIG Partners

And David, maybe just one more question for you and then I will step aside. Just on the topic of the M&A. Obviously there was one deal that was already announced a couple of weeks ago, just curious maybe your thoughts on that deal, and then as you look at your level of capital, TCE around 9.4%, if you did a deal how low you would be willing to take that?

David Ramaker

Let me answer the first one, or the last one first. We typically try to keep our TCE in that 8% range. If we see something that’s a good strategic fit for us for us that drop us below that, that ratio and we see earn-back in a relatively quick period of time, then we will do that. But the 8% number is where we really start to focus on management of the capital position. As it relates to the acquisition that was announced first part of the month, United is a very strong franchise, they’ve done a nice job of improving the bank from the great recession. It is an opportunity that we did look at. Unfortunately we weren’t the successful bidder.

Operator

And our next question will come from Brad Milsaps with Sandler O'Neill.

Brad Milsaps - Sandler O'Neill

Just a question on the margin and specifically loan yield, it look like first level quarters, you know the yield has been coming down and you were between 7 and 13 or so basis points, and it looks like this quarter looks like loan yield really flattened out. Do you feel like you are in an inflection point in terms of where you are putting on new production as you are pretty close to the all-in yield or just trying to kind of curious directionally where that might go and how that pertains to your margin as you look into 2014?

Lori Gwizdala

Brad, obviously just on the margin slipped off just a little bit in the fourth quarter and that’s really a function of the continuing cumulative effect of the loan growth in both 2012 and 2013, certainly with interest rate as low as we are in a lot of competition we think there is still going to be pressure on loan yield into 2014, and that’s really what we are modeling, which means that we are going to keep loan growth strong and as David said, we think that we are poised to do that, the economy in Michigan is getting better, but we do need to continue loan growth to maintain or grow the margin.

Brad Milsaps - Sandler O'Neill

Okay, that’s great color, and just a follow up on John’s question on expenses. Backing out the million dollar donation, I see the fourth quarter is a pretty good run rate, sort of 14, any other big items that you guys are looking at that we should be aware of?

Lori Gwizdala

None other than, like all companies– I think and as individual, health benefit expenses, you know they blip up in the fourth quarter as people try to meet their deductibles and out-of-pocket maximum, spend may be a little higher, obviously we have sometimes some seasonal expenses in marketing and professional fees in the fourth quarter. Those are the major items. Always for us, the first quarter merit, salary increases go into effect in January first, so that will impact operating expenses.

Operator

Next we will hear from Eric Grubelich with Highlander Bank Holdings.

Eric Grubelich - Highlander Bank Holding

Couple of my questions were just answered on, [UBMI] [ph] and the margin, just on the margin, that NPA you had in the quarter, was there much of an impact on any type of interest reversal on that?

David Ramaker

No. Actually the loan was current, so from that perspective there was minimal reversal.

Eric Grubelich - Highlander Bank Holding

Okay, but it is classified as an NPL, correct?

David Ramaker

That is correct. As you know Eric, we are relatively conservative and so when we saw some characteristics we didn’t like we decided to put the loan in nonaccrual.

Eric Grubelich - Highlander Bank Holding

No, that’s fine. And so then I was wondering the same thing about the margin given it ticked up a little bit this quarter so that I don’t know the slide you had I guess on page, Slide 6 about the impact of close to 4 million that’s kind of the average per quarter of what you did in - what the impact was for the whole year 2013, is that sort of what you’re estimating into ‘14, given your comment on you know competition on loan pricing. Should we expect something similar to that, that type of impact?

Lori Gwizdala

Well, you know we don’t give too much guidance or we don’t give guidance at all, I might, I think we just want to characterize that certainly the loan growth has a positive impact and we wanted to show the magnitude of our record year of growth in 2013 noninterest income and net interest income but certainly with our predominantly fixed rate loan portfolio there’s still going to be some re-pricing of loans in 2014 and likewise there will be some continued deposit re-pricing going into 2014 as well.

Eric Grubelich - Highlander Bank Holding

You mean on a downside?

Lori Gwizdala

Yes.

Eric Grubelich - Highlander Bank Holding

Okay. And then maybe just one thing you know given that you had good loan growth could you give me a little bit of color as to where you’ve been putting that on or the types of credits, I assume it’s all in market, but is it, do our customers, existing customers are just drawing down more, can you shed any guidance on that or color on that?

David Ramaker

Well I think it’s, in large part as you can see on Slide 9, the biggest portion of our increase in our loan portfolio came from CNI portfolio, we’ve had that as an emphasis for about the last three years now and the market is rewarding that thought process and it’s rewarding our, the way that we take care of our customers and how we position ourselves in the market place and the attention that we provide to them. So I think you know across the board its growth in that particular area as you can see on that slide, also Slide 9 that our consumer loans continue to increase throughout the year, typically in the fourth quarter we see a decrease in consumer loans. So I think some of that is a reflection of the economy in the state of Michigan and how people are feeling about their jobs and those kinds of things. So I think for the most part a lot of growth was spread throughout quite frankly three regions for us, our northern Michigan region, our west Michigan region and our south Michigan region were all three very solid in loan growth this year. Home base here on the east side was stressed a little bit from that standpoint.

Operator

We’ll hear next from Daniel Cardenas with Raymond James.

Daniel Cardenas - Raymond James

Just follow up on the loans, growth side, I mean were you guys surprised by the robustness of the growth this quarter and do you think that kind of impacts your outlook for Q1.

David Ramaker

Well, I think from a stand, were we surprised? I think as I was answering Eric’s question, I mean typically especially from a consumer loan perspective, we struggled to see growth, obviously we had an up growth offset what I would say is declining mortgage volume and then our commercial and commercial real estate portfolio continued to grow, so obviously it creates momentum as we move into the first quarter of 2014, so I guess to that extent I’m not going to really comment any further on that but if obviously there is positive momentum going into the quarter.

Daniel Cardenas - Raymond James

Then on the M&A front, I mean what’s the chatter like right now in the Michigan market, is it beginning to pick up or is kind of been relatively quiet.

David Ramaker

No, the chatter has significantly picked up since the announcement of the Old National United transaction, in a lot of ways.

Daniel Cardenas - Raymond James

And then just one last question here, you were talking population transmigration trends are positive, is that mostly in your footprint or is that more in the Detroit area where you’re beginning to see population growth.

David Ramaker

You know I can’t speak specifically to the Detroit area I can tell you that our west Michigan markets are seeing some growth but as to whether that is evenly spread between the Detroit market and let’s just say the Grand Rapids market, and Kalamazoo market, I can’t really say.

Daniel Cardenas - Raymond James

Okay, fair enough. Alright thanks guys.

David Ramaker

Sure thanks Dan.

Operator

(Operator Instructions) We will go to Chris McGratty with KBW.

Chris McGratty - Keefe Bruyette & Woods

Hey Lori a question on the balance sheet growth, given the reduction of liquidity in the quarter and kind of a small churn into the securities book, for 2014 should this continue or earning asset growth kind of near or longer?

Lori Gwizdala

Well obviously that’s hard to say right, and so projecting that we are coming off of 2 years of deposit growth but the deposit growth in 2013 was less than our loan growth but we fueled that with that 2012 acquisition of those 21 branches where we acquired $400 million of deposits in only $40 million of loan. So I think we will just have to see what opportunities come up as far as acquiring branches and banks and the difference between our organic deposit growth and our loan growth. But we also since -- we have a lot of capabilities and abilities to FHLB borrowings so we think there is lots of different ways that we can blow up liquidity to fund all the loan growth that we want.

Chris McGratty - Keefe Bruyette & Woods

I get like our choices so we should expect a material change in the size of the investment portfolios going during the year?

Lori Gwizdala

No.

David Ramaker

No I wouldn’t think so Chris.

Chris McGratty - Keefe Bruyette & Woods

Okay in terms of the residential mortgage portfolio can you remind us David what your postponing and kind of I saw in the quarter and the release you sold 36 million of loans what were the originations in the quarter?

David Ramaker

Lori can look up the originations while I am giving you some additional color but in the year we were at the beginning part of the year holding some 15 year mortgages as we were producing those. Otherwise typically, we are holding both conforming and non-conforming arms as well as balloons in our portfolio. And so given the footprint that we operate in there is a significant portion in that rural market that doesn’t necessarily qualify for secondary market financing but there is nothing wrong from a credit quality perspective of those credits so those are the reasons why we book those into our portfolio.

Lori Gwizdala

Yes I don’t have at my finger tip the originations but certainly just like other banks the fourth quarter certainly should less originations, less loan sales than the third quarter.

Chris McGratty - Keefe Bruyette & Woods

Okay and on the other service line Lori the -- it was down by like well over $0.5 million is there anything that happened or is this kind of $4 million a better run rate into the New Year?

Lori Gwizdala

Let me think about that for a second and you are comparing just the -- you are talking about the fourth quarter compared to the third quarter?

Chris McGratty - Keefe Bruyette & Woods

It’s down from 43 to 39.

Lori Gwizdala

Yes as I look at some detail here we just had the fourth quarter we saw a little bit less of debit card income than we saw in the third quarter and also in the third quarter we sold a few branch properties that we had close to branches and so that revenue or gains were in the third quarter and we didn’t have a similar amount in the fourth quarter.

Chris McGratty - Keefe Bruyette & Woods

Great that’s helpful. Just given the last one on the credit that you guys talked about in getting as you compare to loans, can you remind us what the negative sides of this Ag portfolio is in count of strategy in the cloud over here so start getting a little bit better understanding? Thanks.

David Ramaker

Ag portfolio represents somewhere between 5% and 7% of the total commercial portfolio and when I say that I am including both commercial and commercial real estate. And then what was the second part of the question?

Chris McGratty - Keefe Bruyette & Woods

Just what kind of little more color on your Ag what kind of Ag lend are you doing in terms of the crop farming ever thought yet?

David Ramaker

Yes primarily it’s crop farming whether in the South West it’s related to fruit, or more fruit related than anything else on the east side of the state it’s more through sugar beets and beans and corn from that perspective. We do a little bit of dairy and probably a little bit of hog related financing but for the most part it’s all crop driven.

Chris McGratty - Keefe Bruyette & Woods

Perfect thanks Dave.

David Ramaker

Yes.

Operator

And our final question is a follow-up question from John Rodis.

John Rodis - FIG Partners

Yes Lori can you just talk to the favorable change in OCI during the quarter?

Lori Gwizdala

I can, the favorable change in the OCI is related to our pension plan and obviously what flows through the pension plan is the difference between a fair value of the assets plus the present value of the liability, plus the prepaid expense, the difference between what we’ve contributed to the plan and what we’ve actually spent. And because long-term interest rates are up slightly, and the pension plan assets had a great year of return, the difference between the assets and the liabilities was favorable and so that favorable outcome runs through OCI, and I want to say that the positive impact of that was partially offset by the valuation of our investment securities to fair market value in with long-term rates up slightly. It had the opposite of impact slightly on our investment securities.

John Rodis - FIG Partners

Okay so the move this quarter sort of partially offsets the move I guess the opposite move last quartet then or last year, I guess; last year’s fourth quarter?

Lori Gwizdala

Yes.

Operator

And with no further questions in queue I’ll turn the call back to David for additional or closing remarks.

David Ramaker

Thank you, Danielle. Again we appreciate your time and interest in Chemical Financial Corporation. We remain confident in our prospects going forward and it is important to remember that future earnings improvement will be driven increasingly by overall balance sheet and fee income growth coupled with vigilant cost discipline as opposed to credit quality improvements and cost cutting. As our economy improves, we expect to see continued organic growth in 2014. Further by making Chemical Bank the community oriented Michigan centric financial institution of choice in the markets we serve and seeking to partner with like-minded institutions in the state as Michigan’s banking industry consolidates, we believe we are well positioned to achieve additional competitive and acquisitive market share gains as we move forward. Thanks again for joining us today. Talk to you later.

Operator

And again ladies and gentlemen that will conclude today’s conference, thank you again for your participation. You may now disconnect.

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