Good morning, and welcome to the joint South State Corporation and Center State Bank Corporation Quarterly Earnings Conference Call. Today's call is being recorded and all participants will be in listen-only mode for the first part of the call. Later, we will open the line for questions with the research analyst community. I will now turn the call over to Will Matthews, Center State Corporation Chief Financial Officer. Please go ahead.

Good morning and welcome. Thank you for joining us. This is Will Matthews. Joining me on this call are Robert Hill, John Corbett, John Pollok, Steve Young, Richard Murray, Dan Bockhorst and Jonathan Kivett. During our pending merger, we thought it appropriate to hold a joint conference call to discuss our first quarter results in order to facilitate the sharing of information that may be of interest to investors in both companies. Let me first state that we are of course still operating two companies separately and we will continue to do so through closing. While we are managing two separate companies, we are actively engaged in integration planning and believe we are making great progress on these plans and we look forward to becoming one company officially on the same team upon closing. The format for this call will be that we will each provide prepared remarks about our individual companies’ performance and we’ll then open it up for questions which we will take jointly. We will ask when you have a question that you direct it to either a person, a company or both. Given our inability to travel due to the Coronavirus, we are each calling in from different locations. We hope the technology and our operations thereof will cooperate and we thank you in advance for your patience with the difficulties presented by holding a teleconference with multiple speakers from multiple locations and phone lines. Yesterday evening, each company issued a press release to announce its earnings for Q1 2020. We’ve also each posted presentation slides that we will refer to on today’s call on each company’s investor relations website. Before beginning, I want to remind you that comments made by management teams of both South State and Center State may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements we may make are subject to the Safe Harbor rules. Please review the forward-looking disclaimer and Safe Harbor language in today’s press release and presentation for more information about risks and uncertainties which may affect us. Now I will turn the call over to John Corbett. He and I will deliver CenterState’s prepared remarks after which, we will turn it over to Robert Hill to lead the South State’s team to his comments. We’ll then take joint Q&A. John?

Thank you, Will. Good morning to all of you and thanks for joining us this morning. Hope you and your families are remaining healthy and safe. I am going to share some high-level observations on our business performance, talk about our efforts to support our employees and clients during this humanitarian crisis; then also give you an update on our pending merger. For the first quarter of 2020, CenterState produced $35 million in after-tax earnings. This is after an elevated CECL provision of $45 million as a result of the pandemic. Even after the special loan loss reserve, the company still produced a return on tangible common equity of about 10%. Capital levels remains strong with tangible common equity at 9.1%. In response to the pandemic, both Will and Steve have begun stressing our capital position on a pro forma basis with South State Bank to confirm our ability to navigate through this cycle without impacting our dividend or common equity. Together with South State, we entered this downturn with a much stronger pretax, pre-provision earning for the decade ago, a conservatively underwritten credit book with significant borrower equity and surplus capital. Fee income continues to be a bright spot as the drop in interest rates provides a tailwind to both our capital markets business and mortgage business. Both of these businesses are operating at record levels of sales and profitability. Fee income now represents 1.3% of assets, which is above our 1% goal. The liquidity of the company is also strong with over $1 billion in cash and Fed Funds driven by non-Covid-19 deposit growth of 13% during the quarter. As for asset quality, CenterState ended the quarter in good shape with an NPA ratio of 48 basis points and only 5 basis points of net charge-offs. While online earnings are always important, other more urgent priorities took center stage in March and April as we quickly shifted our attention to the health and safety of our teammates and providing financial relief to our clients during the mandatory shutdown. We kept our branches open during the shutdown but we moved quickly to limit them to drive-through service only to reduce the exposure of the virus to our branch employees. 93% of the remaining non-branch staff have been working from home ever since. Fortunately, our teams have experience working from home during hurricane seasons when there were also mandatory closures. Despite the personal hardships on our team, they were eager to provide financial relief to our clients. Times of crisis are when our clients depend on us the most and we can really make a difference in their lives. Early in the shutdown, our relationship managers and branch managers began an organized calling campaign to proactively offer assistance to those that are the most vulnerable. We offered loan payment deferrals, fee waivers for ATMs and CD withdrawals; we increased our mobile deposit limits and began ramping up the process to distribute paycheck protection loans to struggling small business clients. I’d like to suggest it is time to rethink the term banker’s hours. When I started in this business 30 years ago, I had a preconceived notion like many of a nine to five workday in golf at the country club in the afternoon. Nobody predicted that bankers hours in 2020 would be 24 hours a day, seven days a week with bankers at their desks after midnight. That is precisely what occurred in the two weeks after the PPP forgivable loan program was launched by the SBA. Easter weekend was a crucible as our bankers in CenterState worked around the clock and processed 2,800 loans to the SBA for loan proceeds of $0.5 billion in just two days, Saturday and Easter Sunday. We put that in perspective, that is three times the volume of loans that we generated in a month and our team did it over a holiday weekend. Since the program launched, CenterState secured a total of nearly 7,000 loans for $1.1 billion of cash flow relief for our small business clients. The largest loan was $6 million and the smallest was just $1,170. Borrowers included everything from doctors to plumbers, to retail stores and to churches and schools. In all, CenterState secured continued paychecks for 130,000 workers and I’d like to publicly express my pride and appreciation to our team for their patriotism during a national crisis. They stepped up and they were there for our clients at a time of need. Finally, I am happy to announce that the merger between CenterState Bank and South State Bank is proceeding as planned. We filed the S4 and we have scheduled the shareholder vote for May 21. We feel confident that the merger will close on schedule in the third quarter and there is also a small chance we can complete the merger ahead of schedule. Our joint South State and CenterState executive team began working together as one leadership team before the announcement in January and we continue to meet every Wednesday to integrate the two companies even during this crisis. Periods like this of crisis and stress can be times when new teams are fragmented and people are driven apart or they can be opportunities when new teams are strengthened through the trials that they overcome together. As our newly combined executive team with South State collaborated through the crisis, the silver lining is that our personal relationships and trust in one another have grown stronger. We are eager to move forward to serve our clients and communities and to produce generous returns for our shareholders and to do it together as one high-performing company. Will, over to you for more color on the first quarter financials.

Thanks, John. Our net interest margin was 4.17%, down 8 basis points from Q4. Our core NIM, excluding all accretion, was 3.74%, down 3 basis points. Loan yields ex accretion were down 9 basis points, interest-bearing deposit costs were down 10 basis points, and our team has made good progress again in March after the rate cuts. With a record quarter for revenue in spite of one fewer day and $2.3 million in lower accretion income versus Q4 driven by our non-interest income businesses. Our correspondent business, which is capital markets and fixed income, had $27.8 million in revenues. Mortgage had a great quarter as well with revenue of $11 million. Turning to credit and CECL. We had non-PCD net charge-offs of $1.1 million or 4 basis points annualized with total net charge-offs of $1.4 million or 5 basis points. Non-accrual loans ended at $79.4 million with the new accounting treatment of PCD loans bringing ending NPAs to assets to 48 basis points. Absent the accounting change, the non-performing ratios went along with the previous four quarters. Our initial CECL reserve was $115 million or 96 basis points, plus an additional $6 million for unfunded commitments. Additionally, at quarter end, and in light of the impact of the Coronavirus on economic forecasts, we made a Q1 provision for credit losses of $44.9 million, plus an additional $1 million expense to increase the reserve for unfunded commitments for total expense of $45.9 million in spite of us only recognizing $1.4 million in net charge-offs during the quarter and essentially having very little loan growth. This brings our ending allowance for credit losses to $158.7 million or 1.32%. This represents a 37.7% increase over the day 1 CECL adoption allowance. Including the reserve for unfunded commitments which resides in the liability side of the balance sheet, this would be a 138 basis points increase. We also have on the balance sheet a remaining non-credit discount of $81.2 million for purchased loans as is disclosed on Page 6 of the earnings release. Turning to non-interest expenses. Our efficiency ratio was 54.9% adjusted. Relative to Q4 2019, our compensation expense was up $4.1 million including $2.9 million in higher health insurance as we have a self-insured high deductible plan, so Q1 expense estimates are often higher and $1 million in higher FICO expense in Q1 versus Q4 2019 due to the annual resetting of the FICO cap. Also included in our other NIE line is the $1 million expense to increase the CECL reserve unfunded commitments and our FDIC assessment expense was up $1.1 million versus Q4. In terms of our tax rate, we recognized a $2.3 million benefit in the ability under the CARES Act to carry back NOLs to prior years with a higher tax rate. We also had some equity comp payout in the first quarter and recognized $1.4 million in excess tax benefits from that. Turning to capital formation. We reported an ROTCE of 9.9% in spite of the $46 million provision for credit losses and unfunded commitments in the quarter. And while we did grow the balance sheet to asset liquidity, and had 13% non-CD deposit growth and 17% DD&A growth, our loan growth was only 1%. So loan growth did not consume capital in Q1. While margins for the industry will face pressure in this zero rate environment which will impact our profitability, of course, we’re pleased that we were able to earn almost 10% ROTCE in a quarter with this kind of credit cost and have earned over $90 million in pre-tax, pre-provision income in the quarter. This equates to a pre-pre ROA of 2.09%. We are also pleased that we ended the quarter with a TCE ratio north of 9% on the heels of CECL adoption and a higher Q1 CECL provision expense. So, a strong capital position, good core deposit growth, strong pre-pre performance and a healthy addition to our wallets during the quarter with a respectable ROTCE of almost 10% after all of that. I’ll now turn it over to Robert.

Good morning. It’s a pleasure to be with you today and hope that you, your coworkers and your families are well. Our first quarter was strong with record revenues, solid loan and deposit growth and a strengthened balance sheet with added liquidity and increased provisioning for loan losses. While pre-provision earnings were at record levels, we felt that preparation for the economic environment was very important. We therefore bolstered our loan loss provision by approximately $36 million. John Pollok will provide more color on our financial results in just a minute and will start by sharing the way our bank is leading and managing through this period. Our bank is a reflection of the people, businesses and communities we serve. When they are going through tough times it is our job to be part of the solution. This has been the foundation of our culture since the bank was started on the heels of the Great Depression and continues to this day. Our bankers have served and sacrificed in the last few weeks to support our customers like never before. Beginning in late February, our crisis response team was activated in response to COVID-19. This team has guided us successfully through a number of natural disasters and while this crisis is different, the experience gained from past disasters is invaluable. I would like to talk about where our focus has been these past few weeks and what we are doing to prepare for more challenging future. Throughout this period, we remain committed to making decisions based upon our long-term view and we see this as the time for relationships can be forged for decades to come. Our focus is in two main areas: our team and our customers. Let me start with our teams. In addition to the ongoing efforts of running the company, our team has been working around the clock to assist customers. All the while, we are still working to merge our two great companies in the third quarter of this year. I am very proud of our team and enormously grateful for how they’ve handled this crisis. Throughout the company, the stories of sacrifice are incredibly inspiring. The South State team has responded to the call as strong as we’ve been in the past, we’ve never been stronger as a team than we are today with 80% of our employees working from home and certain branch and support teams continuing to work at their respective locations with almost all of our branches open and providing drive-through services. We have been fortunate to have just a few employees impacted by COVID-19. As it relates to our customers, while we are not on the healthcare frontlines, we are among the economic first responders. We are a company whose deposit and loan relationships are made up of hundreds of thousands of individuals, and businesses. This crisis knows no boundaries and it’s impacting small and medium-sized businesses and their employees across our footprint. Providing customer access to our bankers and our branches has been our top priority. We have expanded our outreach both in-person and digitally and have experienced a significant increase in our digital delivery channels. Early on, we mobilized task forces in both our consumer and commercial areas to develop responses to customer needs. We have found that in times of crisis, communication is even more important. Job one was to proactively call our customers and understand how they are positioned to weather the storm. Much of the efforts today have been focused on providing principal and interest deferrals to consumer and commercial customers and facilitating loans for small businesses through the PPP program. We took a proactive approach with 90-day payment deferrals for areas most impacted. We’ve processed principal and interest deferrals of approximately 4% of our interest and 20% of total principal balances. These deferrals were made because of the inability to pay, but instead these deferrals allow us to have a more constructive dialogue with our customers and to work together to manage through this environment. Regarding the PPP program, our team has worked around the clock for weeks to support existing customers and welcome new customers to our bank. Today, we have assisted almost 6,000 small businesses through their programs for a total of approximately $900 million. The average loan size is about $150,000. We have a great opportunity to assist those in need and as other programs are developed, we stand ready to deliver them to our customers. South State enters this period in very good financial health. Our operating principles have always been, soundness, profitability and growth. Soundness speaks to capital strength, core deposit funding, liquidity and a granular and high-quality loan portfolio. While this crisis is certainly different than others we have faced, in many ways we have been making decisions in preparation for this crisis for decades. Finally, I want to thank both the CenterState and South State teams. While we continue to operate and serve our customers separately during this time, we are becoming strong as one team. This crisis as we are experiencing today makes the opportunity we have together even more compelling and confirms that this is the right partnership for our banks and for the opportunities ahead. I will now turn the call over to John Pollok to discuss the South State first quarter financial results in detail.

Thank you, Robert. As Robert mentioned, our teams have been very active risk managers ensuring that we are taking care of the needs of our customer base and our shareholders. Our earnings this quarter were impacted by a sizable provision for loan losses under the newly implemented CECL standard due to a very different economic forecast than what we first imagined at the start of the year. Our provision for loan losses this quarter totaled $36.5 million, as compared to $3.6 million last quarter. With much of the attention returning to asset quality, we have added some slides this quarter to help give you some insight into the various segments of our loan portfolio and Jonathan Kivett, our Chief Credit Officer will speak to many of these during the Q&A session. We begin this economic downturn with what we believe is a very solid balance sheet, with strong levels of liquidity and capital. Beginning with Slide number 16, our net income totaled $24.1 million or $0.71 per share. Excluding merger expenses, adjusted net income totaled $27.6 million or $0.82 per share. Without the impact of a much higher provision for future loan losses, our performance was strong with growth in total revenues as net interest income and non-interest income improved $1.6 million and $7.8 million respectively. On Slide number 17, you can see our net interest margin increased 4 basis points linked quarter to 3.68% as the yield on earning assets was unchanged and our cost of funds declined 4 basis points. Total interest-earning assets advanced a little over $200 million with average loan growth of over $140 million as seen on Slide number 18. During mid-March, with uncertainties surrounding COVID-19 increasing, we added to our liquidity position with new borrowings totaling $500 million. We anticipate much of our loan demand during the second quarter will be under the SBA Paycheck Protection Program with a current pipeline of $900 million. Turning to Slide number 19, you can see our accretion income totaled $10.9 million, up $3.5 million as a result of the adoption of CECL and the change from pool accounting. In the absence of pool accounting, any discount remaining on acquired loans will be accretive and as the loans pay down, renew or mature. Then on Slide number 20, you can see the $52 million discount that remains on this $2 billion acquired portfolio. Turning to Slide number 21, non-interest income increased by $7.8 million this quarter with mortgage banking income $10.9 million higher. Of this amount, secondary market income was $4.8 million higher and our mortgage servicing-related income was higher by $6.1 million. The mortgage servicing rights income was unusually high as the hedge gains significantly outpaced the decline in the fair value of the asset. This is the result of the ten-year treasury yield declining much more significantly than the overall mortgage rates during the period. Lower mortgage rates, of course, significantly increased the application activity and our team has done a fantastic job processing this additional volume. Acquired loan recoveries no longer contribute to non-interest income in the post-CECL world, but totaled $1.2 million this quarter and now flow through the loan loss provision. Wealth management income was $500,000 higher this quarter and our capital markets group had a strong quarter of back-to-back swap activity during this declining rates environment. On Slide number 22, you can see the net changes in all non-interest expense categories. Excluding merger-related expenses, adjusted non-interest expense increased $4 million, about $2 million of which resulted in higher FICA taxes in the New Year. The other expense category was also higher by $2.4 million as it related to higher amortization expense of passive loss investments, which has a positive impact on the income tax expense. Slide number 23 shows our efficiency ratio increased slightly to 62.1% from 61.6% last quarter. Adjusted for merger expenses, the efficiency ratio decreased to 59.7% from 60.7% primarily due to a $9.3 million increase in total revenues. Tangible book value as shown on Slide number 24 declined $1.12 linked quarter, primarily due to the adoption of CECL. Until the impacts of COVID-19 on our economy are in the rearview mirror, we do not anticipate any share purchase activity at this time. I will now turn the call over to John Corbett, CEO of CenterState.

As a reminder, we are conducting this call remotely, and I ask that you please direct your question to the appropriate individual you would like to respond. This concludes our prepared remarks and I would like to ask the operator to open the call for questions.

Today’s first question comes from Stephen Scouten with Piper Sandler. Please go ahead.

Hey, good morning everyone. I guess, my first question would be maybe for both teams, but I guess, first for South State. I noticed 100% of the lodging portfolio under deferral, I'm wondering with that portfolio as well as maybe all other deferred loans in particular, how much of that was you guys reaching out to customers versus inbound calls requesting deferrals? And then why you think there haven’t been more deferrals as a percentage basis for the consumer kind of residential book? I’ve seen kind of various things from different companies this quarter but seemed like a pretty large percentage like 89% on the commercial side.

Stephen, this is Robert. I’ll start and then we’ve got Jonathan Kivett, our Chief Credit Officer out. I’ll turn it over to him, but I think you can take multiple strategies on these deferrals. When we ease certain segments we're going to get hit. We were talking to those customers instantly and these are – like taking the hotel book for example, these aren’t national hotel operators. These are local operators. So, mostly raised with the local equity with local investors and have really good liquidity and low loan to value. So, we know these people very well. So we engage with them. It wasn’t a need-based approach. It was really – we know that the next 90 days are going to be tougher for the hotel industry. Let’s defer for 90 days. During that time, let’s engage. Let’s get information. Let’s make sure we understand your liquidity position, what you take to breakeven, and how we come up from here in the next 90 days. So that was the philosophy behind it. So it was – I’d say really all proactive on our part to help those customers kind of bridge the gap to get to the other side. Jonathan, I turn it over to you for any additional color.

No, I think that's right, Robert. The commercial number is that commercial at 90% or almost exclusively based on outbound calling just being proactive, particularly in the hotel, retail, and restaurant industries. I think on the consumer book, I think the reason those numbers are a little bit lower is, is that that is more reactive. We haven't been as proactive in calling and making those outbound calls.

Okay. And maybe I don’t know, Will, if you might be able to comment on kind of the similar ideology in terms of the deferrals and thoughts on consumer deferrals moving forward?

That’s probably better answered by Jon or Dan.

Okay, Stephen, this is John. Dan, many of you don’t know Dan. Dan has been the Chief Credit Officer here at CenterState for about a decade. Prior to that, Dan was the Head of Special Assets for RBC for Florida. And then even before that, he worked with Richard and Will back at the Alabama National. So, Dan has been with us in a combined team for a long, long time. Dan, do you want to address that?

Yes, very similar to what Robert and Jonathan indicated, very proactive on the commercial side and more reactive on the consumer side. I expect that the consumer side will continue to be somewhat stable and muted.

Okay. Great. Very helpful. And then maybe, I don’t know if this is Will or John, but curious if you could give us any kind of visibility and I know it’s just hard into, so where do you think the combined NIM could basically shake out at this point? I mean, it’s a lot of moving parts, obviously heading into the next quarter with rates. But just kind of get some kind of directional thoughts on where the combined NIM to go and how we can think about that?

Yes, Stephen, this is John and I am going to let Steve Young answer that.

Sure. Hi, Stephen. Both - I don't want to speak for South State here. But from a CenterState perspective, we were pretty pleased with how the NIM shook out this quarter. The core NIM was only down 3 basis points. I think that really reflects – we couldn’t – we can’t help what’s going on, on the asset side. But there is a real discipline from both banks around our core funding as well as we can control what we can control. So, there has been a lot of efforts to reduce rates on the deposit side. So to give a prediction from here is difficult as we know because the environment is a little uncertain. But I guess, from a – if you look backwards, I think we were really pleased at CenterState on how the core margins I think we were at 374. And maybe, John Pollok, you want to talk to South State margin in the past. But obviously, in the future, margins going to be a little more challenging, but I do think the balance sheets are a little bit bigger which will help offset some of that. But, John, do you have any comments?

Sure. I appreciate the question, Stephen. I’d say couple things. I think first, as we talked a lot about over the past six months, is we knew going into the first quarter of this year, the impact of CECL on our margin. As we've talked about the discount now, it’s coming through faster. I think slide that you ought to look at, Stephen, really it’s in both decks, Page 20 of both of our decks, we show you the discount. So that discount that we each have $52 million for us, about $81 million for CenterState, that equations don’t keep coming through and it’s going to come through probably faster. So that clearly is having a positive impact on the margin. Now, as we all know, there is clearly going to be pressure with the way rates have come down. But let’s talk about the funding side a second. So, you can kind of see in terms of our cost of funds kind for the quarter it’s gotten down the 59 basis points. Well, if you look at March now, just kind of carve out, March is down to 53. So we are seeing really on the funding side, a lot of relief there. We are getting tons of funding. In fact, our deposits are up over $1 billion since the end of the quarter. And then obviously we got that these PPP loans that have come through. We both got a big slug of that. So, trying to model that, Stephen. The fees are going to run through the margin. 70% of those loans probably get forgiven in the next few months and then you kind of have a tail-off of that. So, a lot of – definitely a lot of moving pieces around that, but, got to have to good core funding in this environment and we continue to see good opportunities I think as both teams mentioned, we played some offense on the PPP side to get new customers.

Okay. Great. And maybe just one last one for me. Curious, John, maybe you could comment on expectations around service charge revenues. Obviously, that’s a pretty big chunk of non-interest revenue for you guys. I am just curious how you think that could play out maybe fees being forgiven or less activity on cards and other things of that nature?

This is John Pollok. I guess I will start with that. I’d just say, let’s just think about the PPP piece for a minute is, we are going to be after expenses north of $20 million. Now that doesn’t – these contracts are written in pencil right, so the rules continue to change. So, while we are going to put up a loan loss reserve, you know, Stephen, I am not 100% sure, but 20 plus million in fees clearly pays a lot of bills that we’ve all been experiencing and I know CenterState could comment on their number. But clearly that’s going to help in terms of trying to pay for all of that.

And yes, I guess, like deposit account fees and just like directionally affect which we should see a big drop-off there?

Well, that will be tougher. I mean, clearly, the consumers out less. The bottom line is the unemployment rate is going to drive a lot of these things: what the charge-offs are, what the fee income is, the consumers clearly getting a lot more cash right now. They’ve gotten a few stimulus checks, but I think you are seeing with all things that they’re kind of being stingy with their cash and kind of holding on to that, but yes, it should have some impact, I would think on the fees, Stephen.

Our next question today comes from Catherine Mealor, KBW. Please go ahead.

Thanks, good morning.

Good morning, Catherine.

Good morning.

I want to see – maybe we can – well I guess, I’ll direct it maybe to John first and then to Will, just to talk about the economic assumptions that went into your calculations for the provision and your reserve build this quarter. And then how you think about, how maybe some of those economic assumptions have changed since quarter end? Just kind of help us get a sense as to how you are thinking about what kind of level of future reserve builds that we may see? Thanks.

This is John. I’ll start, Catherine. When we developed our CECL model, we used Moody’s analytics kind of for the economic forecast. So, obviously, Moody’s just put out three different forecasts: one on the 10th, the 20th, and then the 27th of March and then we didn’t really get the final until April the 2nd. So, we are kind of using the Moody’s baseline COVID-19. It’s got clearly a recession in the first part of the year, unemployment going up to 9% in the second quarter and it kind of peaks to trough GDP about negative 6%. Hopefully, a partial bounce back in the third quarter and then I think the key number in that forecast is, when does full employment come back? And in that forecast, it’s 2023. So you kind of have that, it kind of helps you accumulate the data. I’d say, Catherine, so you got that piece, I think how we are thinking about clearly predicting the future is a complete guess in this environment. Nobody really knows today. I think, unemployment is clearly the key with the key last time last time how unemployment goes is how past dues are going to go and how defaults are going to go. We obviously had an instant shock of supply and demand. And then finally a lot of people like to use letters. Well, we clearly don’t think it’s a V, I hope it’s not an L. It feels like it’s more of a kind of a wider view or it might be a W. And what I mean by a W is, stimulus comes in, we kind of see an uptick and then we see a downtick as we kind of rationalize some of these businesses. So, that’s how we kind of think about it. I think in the second quarter, clearly, I guess, I'm going to get three more forecast releases this quarter. So, I am sure they will all be a little different. So I think our view is, we would continue to see some pressure in the second quarter, but still have a little bit of time to play out. So with that, I will kind of pass it over to Will.

Thanks, John. Catherine, our models are not exactly the same, but this year, a lot of the same components. We also use the Moody’s baseline COVID forecast. As John said, that has been changing on a very rapid basis. And then within that, the factors that are probably most correlated with loan defaults and provision expense would be unemployment, number one, housing price index, CRE price index, homeowner vacancy rates, things like that. And I’ll like what John said, and what I think that a lot of other banks have said which is that, on March 31, based on the information available, everybody felt that their provision was appropriate and their allowance is appropriate. If we get the same type of changes, daily, weekly that we’ve gotten before, it’s likely that we get around the June 30th, you will see the industry, ourselves included, continue to build reserves because it doesn’t look like the economic forecast at this point is getting any brighter. Last comment I’ll make is just, just to remind ourselves as much as we use it, these are models and built off historical data. In many cases, different underwriting practices going into them. Today, it’s a geography question, because the capital moved from Tier-1 to Tier-2 and our hope is that it doesn’t flush out of Tier-2 into losses. But time will tell and our ability to manage through the crisis will govern that as well.

Okay, that’s very helpful. Thank you. And maybe just follow-up is, as you’re thinking about the merger, any updated thoughts on how you are kind of thinking about CenterState’s loan mark and kind of balancing reserve builds from this quarter and next quarter before the deal closes versus an updated mark upon closure? Thank you.

Yes, Catherine, I’ll start with that and John may jump in. We’ve been talking together on this. As we just alluded to, the economy has changed a lot since we first modeled this deal when we announced it in late January. And we will model our book at close and so that’s a proper way to do it and certainly when times are changing like this, you need to wait until it closes. But clearly, and logically, given the change in the economic forecast, the credit mark should increase on what we originally modeled. Additionally, it’s likely that the percentage of PCD loans would also increase which would mean that the double counting impact of the non-PCD loans would decrease. CDI is likely to be lower today than it was before. Rate mark is likely to be lower today than it would have been before. So that’s all still true it closed out of some of the directional impacts. I’ll also remind you, just looking back to our modeling though, our combined CECL reserves, the two companies at March 31st were some $105 million higher than what was in the original merger model. But, so we are not yet ready to say what the revised marks will be and we won’t really be able to do that until we are at close. But those are directionally, I think where you should be thinking about it. John, do you have any additions?

I think that – I agree with your comments.

Okay, very helpful. Thank you.

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

Hey. Good morning guys. How are you?

Good, Michael.

Okay. I just want to dig into the restaurant book a little bit. I know some of the markets in Florida, John are obviously diverse: Orlando, a little bit more travel and tourism, Tampa, a little bit more business-oriented. But I guess, I was a little bit surprised to only see 35% deferral at this point. So can you give a little color on – and I am sorry if I missed it, but on the concept, the split between fast casual and then maybe fast food and et cetera, just any sort of color there would be great. Thanks.

Yes, sure. The nice thing is, we are going into this without concentration there. I think it’s 3% or a little bit less than 3% and then I’ll ask Dan to address that. Dan?

Yes, to give you kind of some overview on that restaurant side. Our top two exposures are Darden and three of the top 10 are Darden. We all have good strong guarantors. If you look at the top-25 credits, seven requests were deferrals. Four of those, the guarantors have high seven-figure or higher liquidity. And so, we are seeing a little bit of borrower guarantors accepting a deferral and it’s probably not a short-term for that based on that guarantor support and we do skew or hire to the quick service, the Chick-fil-A, some of those type restaurant credits as well.

Okay. That’s very helpful. And then, maybe just on the retail CRE book which is obviously a little bit bigger, 23% on deferral. Can you just give some color there on whether it’s type of store or location, geography breakdown? Just a little bit more color you guys comfortable on why you feel that portfolio will hold up? Thanks.

Yes, happy to do that. I think our disciplined underwriting and approach to lending would pay off, especially in this sector. Our guidance principles have always been cash equity, guarantor liquidity, dealing with borrowers who were successful in the last downturn relationship-driven. Our typical centers, the neighborhood center is going to be in dense markets with barriers to entry. A good example would be a neighborhood center in Boca Raton. You got the ocean on one side, the Everglades on the other that’s going to be dense and with demand for consumer goods will continue for the long-term. A good example of some of the tenant exposure in these type of centers, Dollar General, Pizza Hut, Allstate Insurance, they are all in the top-10. These are national type tenants. They are going to have long-term needs for these local communities.

Okay. And maybe just one final for me. Just, maybe for Steve on the correspondent banking business. Obviously, some good numbers this quarter. Just in the very near-term, would you expect any sort of change in activity levels within the various components of the business? Thanks.

Just backing up for a second on the correspondent business and really just on the fee income businesses that John and Will both talked about, big picture, a few years ago, we wanted to make sure we’ve got the bank to have diversified revenue streams in any market environments. And just, if you look at this quarter, our net interest income to revenue was around 73%, which means we have 27% worth of non-interest income. A year ago, March of 2019, our net interest income represented 80% of our revenue. So, both what it does is it really hedges - these businesses really hedge the downside risk to margin and rates. As it relates to correspondent, it is a record quarter. Our interest rate swap business is up from the fourth quarter which was a record quarter about $2.9 million. We also were pleased to see our fixed income business increase about $1.7 million. So that was about $4.5 million, if you remember there. You know, in the future, as we think about it, coming off a record, not they’ll be able to do that every quarter. But as we think the fixed income to continue to be a real positive, but interest rate swap business will slowdown as new purchases will not be as robust and we will have some new finances. But we would see that business slowing down some, but still at a higher elevated pace. So hopefully, that helps you.

Got it. Hey guys, thanks for taking my questions.

Thank you, Michael.

And our next question comes from Christopher Marinac at Janney Montgomery Scott LLC. Please go ahead.

Hey, thanks. Good morning. And we will appreciate all the information that both companies provided on the disclosures. I just wanted to ask more about the deferrals and to what extent do we see that translate over time into criticized and classified loans? Or do you think that we’ll see some catch-up on those loan grades by the end of next quarter or will it take longer for that to play out?

Yes, Chris. This is John. Jonathan, do you want to take a stab at that and then maybe Dan can follow-up?

Yes. Sure. I think, initially, we are not going to see that change in grade. I think over time, and then I think that the question is, how long is it going to take? I would say, over the next two quarters, you are going to start to see that catch-up. So, most of the borrowers are under a 90-day P&I deferral. So, that P&I deferral probably the vintage of that is, call it mid-March. So, you are talking about mid-June for the deferrals to come to an end, and then we are going to obviously be having ongoing conversations. But I think at the end of that deferral period, you are going to really start to know and hopefully, we are a little further through this pandemic and we got a better understanding of how the economy is going to get kicked back into gear. And the long-term outlook for some of these businesses is going to be better - so – on these industries. So, we will know a lot better. So, I think Q2 – end of Q2 might be a little early. So I am certainly thinking that Q3, we’ll have a real good gauge on long-term prospects and grades. Dan?

Yes, I will echo some of the same timing as Jonathan. I’ll remind everybody from a regulatory perspective, the regulators gave guidance that six months is kind of a timeframe that they were looking at before something will be classified as a TDR. The majority of ours are on a 90-day deferral. At that end of that 90 days, we will evaluate if another 90 days is needed. At that time, maybe there is an opportunity to shore up with additional collateral, additional guarantor support. I would say that a lot of the ones that are getting deferrals do have solid guarantor support with strong liquidity. So we don’t think there is going to be a significant impact on the risk rating long-term.

Okay. And Chris this is Robert. I’d just kind of add-on to what they said. I think trying to draw a correlation between deferral and loss or problem loans at this stage, it should not be really a link you can make. I think it’s a really – it’s a unique situation we are handling with some industries in a unique way. But I think, as Dan said, well, the guarantor support and the liquidity that they have, we feel really good about. In fact, the larger ones are the ones that are really well positioned and most of these are at significant equity and significant guarantor strength. So, some of the small ones actually could be the ones that struggle. So, I think that’s where it gets back to trying to make a correlation between the two. Most of our markets don’t have significant COVID impacts. It’s not Manhattan. So, where you’ve obviously got – you got significant impact. So, we feel like it over a certain period of time, these businesses will begin to reopen and be able to operate and pay principal and interest on a normal payment without having 80% occupancy like they'd used to. So I think that's what we felt like we needed a proactive engagement both with the customer was just a better approach. And I just think it’s way too early to draw a correlation between the deferrals and any future problem assets.

Sounds good. I appreciate that background was a lot. Thanks.

And our next question today comes from Jennifer Demba at SunTrust. Please go ahead.

Thank you. Good morning.

Good morning, Jennifer.

Yes, Jennifer, I think you are going to hear a theme depending upon how many questions we take today that we will state a couple of things. One, we are focused on our teams and we are focused on our customers and you will also hear us say that we think this is a pretty significant opportunity, really a generational opportunity for us to seize the moment, to strengthen our bonds with our customers and with our team members. And obviously, as John alluded to when he talked about the PPP process, we’ve had to all convert an assembly line that's used to churning out a certain number of larger units per day into one churning out multiple, multiple, multiple numbers of smaller units with different forms and what not a day and done a great job of doing that. So we have been focused on those things. So we have delayed some of our integration planning as part of that. But if you recall from our early announcement, we weren’t expecting to see much of – both the cost saves until sometime mid next year. We do have a conversion date, as you see in the deck, in the early second quarter of next year - we – or sometime in the second quarter. That is really going to drive a lot of the cost saves. So, while I think we are more focused right now on taking this opportunity to build bonds with two very important constituents, we are still very focused on the benefits that this merger affords us in cost saves to both entities and particularly in a time where pre-tax, pre-provision income may be more challenging for some. We are very glad to have that opportunity to help boost our profitability when we get through conversion.

Does the circumstance of now with using the physical branches less and doing it more in drive-through or by appointment, does that make you rethink your – I know you don’t have a lot of branch overlap between the two companies, but does it make you rethink the branch network longer term?

Yes, and I would say… go ahead. Yes, Jennifer. This is John, and maybe Robert will have a thought here as well. My guess is that this pandemic is going to change and accelerate in a way a lot of things occur, and I think it really will be an acceleration of an adoption of the digital channels that we’ve all been working towards. So, I don’t know that there is anything immediate in our thought process relative to branches, but I do see an acceleration of the path that we were already on. Robert, anything to add there?

Similar to John’s comments, I mean, I think, Jennifer, just to maybe talk about just the deal overall, not just the expense save number is, I think when John and I were talking about this over the last couple of years, we kind of both felt that we were at the end of the cycle. Now we obviously – what we are going through right now, nobody could recognize. But I mean, clearly we are in the cycle and one of the things that we had hoped by putting our companies together was that we could – whatever economic downturn there was, be it deeper or shallow, that we would come out the other side stronger. So, there is kind of the short-term economic impact that we have an opportunity to manage through. But it's the long-term change in the whole business model and we are hearing not only just from ourselves and our banks, but from our customers as well. They are looking at the short-term economic impact, but the long-term structural impact for their businesses. So, one of our challenges was, how do make this thing? How do you digitize more of the bank? And we have encouraged, pushed, had adoption and over a three or five or seven year period, we thought we could really make good gains there. This is going to accelerate us significantly. So just data points, but in March of this year, we did 90% more in digital deposits than we did in March of last year. That was a 200% increase. And so, we are seeing how we can run this company in a very different way, and how the adoption of these digital products is going to accelerate. So I think that all the things we felt would happen, there would be a downturn, that there would be digital adoption. I just think all those things are going to happen, but just at a much faster pace and create some opportunities for us on that path.

Thank you so much.

And our next question today comes from Kevin Fitzsimmons at D.A. Davidson. Please go ahead.

Good morning, everyone.

Good morning.

Hi, Kevin.

I just had a quick follow-up question. I believe it was John that mentioned earlier about the origination fee coming through. Whether that’s in third quarter or some a little later? And if that pays a lot of bills and so, just in that line of thinking, should we not be viewing that as necessarily flowing to the bottom line that some of that can be used for incremental expenses? But you will have whether that’d be compensating some of your frontline employees, whether it’d be additional reserve building like you referred to? Just how we should be looking at that? Thanks.

Yes, this is John Pollok. Just to be clear, so that 20 – little over $20 million pays really for all the expenses with it. The only caveat as you know that rules continue to change. So, while we are going to put up a loan loss reserve, you know, Stephen, I am not 100% sure, but 20 plus million in fees clearly pays a lot of bills that we’ve all been experiencing and I know CenterState could comment on their number. But clearly that’s going to help in terms of the trying to pay for all that.

Yes. And, Kevin, this is Steve. The thing you – we do have as far as how that gets forgiven over time is at least what we know today, the CenterState number, depending on funding, could be in the mid-30s after expenses. So, but that’s going to happen, as John mentioned over time. So, hard to really predict it.

And I’ll just add on, this is Will. You asked about provision, obviously, the level of provision expense is uncorrelated with that. I mean, it certainly provides another source of revenue that could help fund any necessary provision expense. But those would be independent decisions from one another of course.

Got it. Thank you. And then, just one quick follow-up on deferred loan process. You detailed before how you are proactively reaching out to customers and some of those at-risk industries. But for larger credits that come to you guys, are you going through some kind of credit-driven process in terms of scrutinizing that? Just trying to get a sense of what you are going through. Thanks.

And maybe, Dan, do you want to start there?

Yes, we are taking a disciplined approach on analyzing that, and having honest frank discussions with clients, making sure they are using their liquidity first in some cases before relying on the bank. So, yes, we are going through a process to make that determination.

Jonathan, anything to add?

No, same here. We are just kind of relationship banking. We are having one-on-one conversations with these borrowers and we are working with them to understand their capital needs, their prospects for the industry and we are just working with it on a really on case-by-case basis.

Okay. Thank you.

There are no further questions. So, I’d now like to turn the call back over to John Corbett.

All right. Thank you again for calling in this morning. This is certainly unique times that we are navigating through. We are planning on participating virtually with the D.A. Davidson Conference and the SunTrust Conference in May. So we hope to talk to many of you then. Have a great day.

This concludes today’s conference. You may now disconnect your lines and have a wonderful day.