Good morning, and welcome to the SouthState and CenterState merger call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your touch-tone phone. To withdraw your question, please press star, then two. Please note this event is being recorded. I would now like to turn the conference over to Will Matthews. Mr. Matthews, please go ahead.
Good morning, and welcome. Thank you for joining us. This is Will Matthews, and joining me on this call are Robert Hill, John Corbett, John Pollok, Steve Young. Earlier this morning, we issued a joint press release to announce a merger of equals of South State and CenterState. Both companies also separately issued their respective Q4 earnings releases. We will discuss today's merger announcement on the call, then provide some brief comments regarding each company's Q4 earnings. As noted in our earnings releases, this call will take the place of the earnings calls previously scheduled for tomorrow, and those calls have been canceled. We have posted presentation slides that we will refer to on today's call on each company's investor relations website.
Before we begin our remarks, I want to remind you that comments made by management teams of both SouthState and CenterState may include forward-looking statements within the meanings 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. Additional information about the merger can be found in the forthcoming registration statement and proxy statement. Now I will turn the call over to Robert Hill.
Good morning. Thank you for joining us on this exciting all the members of the CenterState, SouthState team. Our legacy of service goes back over 100 years. It's your commitment to our customers and the high-quality organizations you have built that make this next step possible. I will start off with some background around what has brought us to this important day. I will turn the call over to John Corbett, who will provide insight into the transaction and the significant opportunities that are ahead of us. Will Matthews will provide a financial overview of the merger, and he and John Pollok will touch on the quarterly results for each company. If I could summarize a key to our success at SouthState, it would be described as a series of great partnerships.
Those partnerships have included other banks, members of our team, customers, and board members. That same key to success is what has brought us together today. For a long time, John Corbett and I have been building two companies on a parallel path. About 10 years ago, John and I began to spend time together as our banks faced similar challenges and opportunities. The relationship grew beyond the two of us as other members of our teams also began building relationships that helped each company. Almost two years ago, John and I had lunch together and discussed the decade ahead of us, our rapidly changing industry, and our vision for the future. We both felt the next wave of consolidation would include a few important banks of like size combining. We did not know at the time how right we were.
We also agreed that a shared vision, a committed management team, and growing markets were key to the success of these transactions. Clear leadership for the decade ahead was also important to both of us. At the end of this meeting, I asked John if he would consider a long-term partnership with him as CEO and me as Executive Chair. We agreed that we would absolutely embrace this opportunity in our respective roles if the circumstances were ever right. One of our investors told me that she considered our company thoughtfully opportunistic. I knew John and his team operated in a similar way, and over the last two years, we continued to thoughtfully explore a combination of our banks. For the last five months, our executive teams jumped in and have worked jointly to build a framework for success.
We also spent a lot of time in each other's markets. This allowed us to understand how each bank was built, to discuss the opportunities available if we combined, and to build trust. While we are announcing this today, this has been years in the making. The work that has been completed already positions this merger for success. More importantly, it positions us as the leading bank in the Southeast, a bank that will continue to perform at a high level with the opportunity to serve over one million customers. Most importantly, it has an amazing leadership team, a team that has won today and committed to our success. I'm very proud to turn the call over to our CEO, John Corbett.
Thank you, Robert. Good morning, everyone, and thanks for joining us on short notice. Robert and I have a lot of ordinary days. Today is not an ordinary day. We both recognize that the world is changing faster than ever before. Likewise, the banking business is changing faster than ever before. Today's announcement represents our acknowledgment of the changing world around us and our plan to proactively lead our banks into the future together. This future is bright and will bring a new level of digital convenience to our clients, while at the same time strengthening the personal relationships that define us. It's a future that both of our teams are excited to create. Most of you in the investor community have followed our banks since the financial crisis, and you know how closely aligned we are. Both companies are positioned in high-growth markets with meaningful scale.
Both are funded by low-cost checking accounts. Both share a conservative credit mindset that makes us built for the long run. SouthState philosophy of soundness, profitability, and growth is one that we both share. We really have been building the same bank for 20 years in neighboring geographies. Previous announcements, I've referred to our focus on the three Ms to make a merger successful: the map, management, and the math. I'll add a fourth M today, which is this moment in time. If you refer to the map on page four, you see the pro forma franchise, which will be the eighth largest bank in the Southeastern United States with $34 billion in assets and presence in 10 of the 15 largest markets. Robert and I both believe in the importance of scale.
We believe that having over $1 billion in deposits in a high-growth MSA gives us the scale necessary to hire the best leaders and talent in the market. That is what this franchise delivers in dynamic markets like Charlotte, Orlando, Tampa, Greenville, Charleston, and Atlanta. As you can see on page nine, it's simply a franchise map that can't be replicated. In our new peer group, the franchise will be home to the fastest-growing geography in Southeastern United States. Our second focus is an engaged management team. Robert mentioned our 10-year relationship. We have very similar backgrounds. We both went to college in South Carolina, and then we both started our banking careers with large regional banks in Charlotte, North Carolina. Both left the big banks early in our careers to start de novo banks in rural markets.
Both led our banks through the financial crisis, and we were both opportunistic to take advantage of the FDIC roll-ups and in the downstream consolidation that occurred over the last decade. Most important, we both believe in surrounding ourselves with people that are smarter than we are. Robert mentioned that we have been talking about combining our companies for almost two years, before any of the other MOEs were announced. We have taken that time for our management teams to get to know each other on a personal level, to learn about each other's families and other priorities in life. That relational time over the last five months has allowed us to build an executive team that we can announce with confidence today. We all agreed that we needed a clearly defined leadership structure with clearly defined roles and responsibilities.
You can reference the executive team on page six of the investor deck. Will Matthews will serve as Chief Financial Officer. John Pollok will be Senior EVP and help lead us through the conversion, as well as serve on the board of directors. Steve Young will be responsible for capital markets and our specialty lines of business. Renee Brooks will serve as Chief Operating Officer. Greg Lapointe will lead our sales force as Chief Banking Officer. Richard Murray will be the President of the holding company. This is a formidable and young team. They are all in their 40s and 50s with a lot of runway ahead of them. In addition to the executive team, we have named an expanded operating committee of 16 leaders with clearly defined roles and responsibilities.
Unlike most mergers over the last decade, there is no geographic overlap, which means that the entire geographic leadership team stays intact without disruption. Third M is math. Not only is this a powerful Southeastern franchise with a formidable leadership team, this company will produce top-tier returns for our shareholders. The return on tangible equity of 18% is projected to be the highest return in the nation for our new $25 billion-$50 billion peer group. Will is going to review the modeling assumptions, which are conservative and achievable. Pro forma company will produce earnings per share accretion over 20%, minor book dilution, and a quick earn back. The long-term power of the franchise will continue to be the granular deposit base comprised of over one million deposit accounts and a top quartile cost of deposits of only 59 basis points.
Then the final M is this moment in time. It's human nature to procrastinate and kick the can down the road rather than make the appropriate strategic moves, even when we know that it's logical. As our teams thoughtfully evaluated the landscape and strategic options before us, we absolutely know that this is the right moment in time to create this partnership. Some will wait on the sidelines and see what evolves, while others will be proactive and pick their partner. We've chosen the latter, and in doing so, we are combining the two premier banks in the Southeast before the opportunity passes us by. Will is going to walk you through a financial overview of the transaction and then a brief recap of the CenterState Q4 results. Will?
Thank you, John. Slide 14 outlines the key modeling assumptions. This is a 100% stock transaction with a fixed exchange ratio of 0.3001. Our modeling is based on consensus estimates, and we estimate $80 million in cost saves, representing approximately 10% of the combined consensus 2020 NIE base, a number we believe is reasonable. 25% of the cost saves are assumed realized in 2020, 75% in 2021, and 100% thereafter. CDI is modeled at 1.75%, and we expect approximately $205 million in merger and integration costs. Expected credit mark on loans is approximately 1.1%, with 15% of that being PCD. Turning to slide 15, that modeling generates EPS accretion in excess of 20%, with minimal tangible book value dilution and an earn back inside of a year. Let me now give some brief highlights on our quarter before John Pollok does the same for SouthState.
CenterState is pleased to report a strong finish to the year with $0.56 reported EPS, $0.57 adjusted EPS for the Q4, which brings the full year 2019 diluted earnings per share to $1.87 reported and $2.13 adjusted. This resulted in an ROTCE of 18.8% reported, 19.1% adjusted, and an ROAA of 163% reported, 166% adjusted for the quarter. We had another strong revenue quarter in Q4 with record $208.3 million, led by continued strong performance in our non-interest income business lines, particularly correspondent and mortgage. Our NIM improved 6 basis points over Q3, aided by an increase in accretion income due to some payoffs on acquired loans. Our core NIM, excluding all accretion, declined 6 basis points, in line with our 5-8 basis points expectation.
We are pleased that we were able to manage deposit costs down by seven basis points to 67 basis points. Growth. In spite of a record quarter of loan production at just over $1 billion, loans only grew 2% annualized for the quarter and 3% for the year, as we continue to fight elevated levels of payoffs. Our ending deposits declined slightly for the quarter, but average deposits were up 3.6%, with average DDA up almost 8%. For the year, core deposit growth was 2.9%, with DDA growing 5.4%. Turning now to expenses. Our NIE reflected the strong performance in some of our commission and incentive-based business lines, as well as a true-up of year-end incentive accruals based on performance. With that, our efficiency ratio was still a strong 54.3%, or 52.1% on an adjusted basis.
On credit quality, our Q4 net charge-offs were 15 basis points for a full year total of nine basis points. Approximately half of the quarter's charge-offs were on loans with specific allocation from prior periods. NPAs continue to be very low at 26 basis points of assets, down slightly from Q3 levels and in line with our five-quarter trend. With CECL becoming effective this month, we estimate our allowance as a percentage of total loans to increase in the range of 50-70 basis points. Additionally, we estimate a reserve for unfunded commitments in the range of $5 million-$10 million. Based on these ranges, this would result in a reduction in our TCE ratio of 20-35 basis points.
With the strong returns we produced, our tangible book value per share grew 11% to $12.76 in a year in which we completed our largest acquisition and repurchased 4.6% of the company. We ended the year with strong capital position with a TCE ratio of 10.1%. I'll now turn it over to John Pollok.
Thank you, Will. First, a few comments about how we finished fiscal year 2019. For the year, net income totaled $186,500,000, or $5.36 per diluted share, representing a 1.21% return on average assets and a 15.11% return on average tangible equity. Adjusted net income totaled $195.7 million, or $5.63 per diluted share, represents a 1.27% return on assets and a 15.82% return on tangible equity. Our lines of businesses all performed well during the year, helping offset much of the reduction in revenues from a full year impact of Durbin on debit card fees. Minimizing expense growth while making appropriate new investments in our company is one of our key long-term financial targets. During 2019, we were able to reduce expenses over the 2018 levels. We decreased expenses on a GAAP basis by $16.3 million, or 3.9%, decreased adjusted expenses by $600,000, or 0.2%.
During 2019, total deposits increased 4.6%, with non-interest-bearing deposits increasing by 6%. Net loan growth totaled 3.2% in 2019 and was below our longer-term goals, although we had record production levels. Asset quality remained pristine with very low levels of problem assets and net charge-offs of only four basis points on our non-acquired loan portfolio. With loan growth a little below our targets and earnings retention strong during the year, we were able to retire 2,165,000 shares of common stock at an average per share price of $72.52. We also declared common stock dividends for the year totaling $1.67 per share, which is a 21% increase over 2018. Just to wrap up my comments on 2019, tangible book value increased by $2.83 for the year to $39.13 at year-end, which represents a 7.8% increase over 2018.
Now let me turn to our Q4 performance. Net income totaled $49.1 million, or $1.45 per diluted share, which represents a return on average assets of 1.23% and a return on average tangible equity of 15.79%. Excluding branch consolidation costs and security gains, adjusted net income totaled $50.3 million, or $1.48 per diluted share. This represents a return on average assets and tangible equity of 1.26% and 16.17%, respectively. Our net interest margin declined 9 basis points, with lower yields on interest-earning assets of 15 basis points, partially offset by lower cost on interest-bearing liabilities. Our total cost of funds declined to 63 basis points this quarter, as we were able to bring down the cost of all funding categories. Non-interest income levels, excluding securities gains, were down linked quarter by $900,000, mostly on lower mortgage banking income from strong Q3 levels.
Adjusted non-interest expenses, excluding branch consolidation cost, increased $2.8 million linked quarter. Our FDIC insurance expense was $1.1 million higher due to a larger Q3 credit we received from the FDIC as a result of the insurance fund exceeding its target level. We also had higher business and development expenses of $900,000 and higher professional fees and marketing expenses of about $900,000. These were partially offset by $1.3 million in lower salaries and benefits cost as we finalized our year-end incentive accruals. Finally, with CECL becoming effective this month, we continue to estimate our allowance under the new standard to be in the range of $105 million-$120 million. The initial capital charge to reach this level will reduce our tangible common equity by 20-30 basis points. With that, I will now turn the call back over to John Corbett.
Thanks, John. 16. I know there are a lot of employees on the call as well. Take a look at the power of the franchise we are creating. What an exciting moment. What an exciting future. Operator, we open it up for questions.
Thank you. We will now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. The first question today comes from Catherine Mealor with KBW. Please go ahead.
Thanks. Good morning and congratulations.
Thank you.
Thanks, Catherine.
Wanted to first start just thinking about growth. You laid out a lot of great financial profitability targets, but as we think about what the growth rate will be on the pro forma company, given you'll be a much bigger balance sheet, how should we think about that?
Sure, Catherine, this is Will. I'll take a stab at that. We continue to have aspirational goals of growing the company over a cycle at close to 10%, but recognize that different economies will allow for different levels of growth, but within our credit box. We think for the foreseeable future that a growth rate in mid-single-digits is probably more realistic to expect.
Okay. Any thoughts about, you both have been active on buybacks? Any thoughts on how you'll handle that from now until the deal closes, and then thoughts on that after the deal closes?
Yeah, Catherine, this is Will again. The buybacks were in the consensus estimates, which is what we use in the modeling. As I think you know, both companies have demonstrated that they're good capital stewards independently, and we would expect and plan to continue to be good capital stewards together. Both companies have authorizations in place. Both companies have strong capital formation rates. All of that gives us optionality. There is, of course, some limitation once you print the proxy. We'll continue to be thoughtful capital stewards and opportunity.
Okay, great. One last one. Have you made a decision on how you'll handle the core conversion and what processor you'll be using?
Catherine, it's John.
Hey, John.
We really want to take some time to get our teams together to look at the facts and the data and make a thoughtful decision there. We're thinking that the conversion probably will not occur until sometime in the spring of 2021.
Great. All right. I'll step out of the queue. Thank you, and congratulations.
Thank you.
Thank you, Catherine.
The next question comes from Michael Rose with Raymond James. Please go ahead.
Good morning. Just wanted to follow up on the last question. Of that $205 million of pre-tax merger and integration costs, would that include any costs related to technology investments and a potential systems upgrade on your core processor? Thanks.
Yeah, Michael, it's John. Naturally, the deal charges cover all of the contract terminations that you would typically expect in an integration. From a digital standpoint, the consensus estimates currently anticipate digital investments that both companies are making. Candidly, I think it's fair to say that SouthState is a little further down the journey of the digital transformation than CenterState, and this merger gives us a chance to accelerate the speed to market for digital for both banks. SouthState's really been on the journey for about four years, led by Renee Brooks, and she's going to serve as the company's Chief Operating Officer. She'll continue to lead efforts for the combined bank as we evolve into the digital world.
Okay. Maybe as a follow-up, looks like the total CRE to risk-based capital pro forma is about 280%. Is there a thought process over time to bring that down closer to where you guys, CenterState legacy, has been historically? Will that impact future growth rates moving forward? Thanks.
Hey, Michael, this is Will. We do a pretty strong pro forma capital ratio, 10.5%, our TCE ratio, the high eights, our total risk-based capital north of 12. These are all with buybacks assumed in the modeling. If you look forward, we're accreting TCE at 30 - 40 basis points a year with the buybacks, and that would increase in the 60 - 70 basis point range without buybacks. I guess one last point I'll note is that we do have room in our capital structure for additional Tier II capital, so we have the option of issuing sub-debt as needed. All a way of saying that we don't think capital will be a constraint on our ability to grow.
Okay, that's helpful. Maybe just one last one for me. Of the 10% expected expense savings, would you view that to be somewhat conservative? The numbers do seem a little bit lower than I might have expected. Can you also talk about what you see as potential revenue synergies? Thanks.
I'm sorry, Michael, I didn't catch the second part of your question.
On revenue synergies, what do you see as potential revenue synergies?
Great. Well, this is Will. Why don't I take the cost saves part, and I'll let Steve take the revenue synergies. The first thing I'd say about the cost saves, and this is true of both the cost saves and the deal cost, there was a joint effort between our two management teams over a period of roughly 12+ weeks or maybe longer, dating back to October. We think that less than 10% of the combined NIE is a reasonable number, a thoughtful number. We've also been thoughtful about the timeline in which we think we will realize those cost saves. They are concentrated in centralized overhead and IT efficiencies. We don't want to ever be in the business of over-promising and under-delivering, but I think those are thoughtful numbers. I'll let Steve address the revenue synergies.
Yes, sure, Michael. As far as modeling, we don't model any revenue synergies in the deal. Just to give you a couple of ideas, we are really excited about the platforms that each company has built that can be leveraged into the pro forma company. Two examples of that are our wealth management business and our capital markets business, including our swap business and international, are just examples of platforms that will be leveraged in the combined company. Additionally, just having more scale in our mortgage, our treasury management business will also be key to our go-forward success.
Okay. Thanks for taking my questions.
Thanks, Michael.
The next question comes from Jennifer Demba with SunTrust. Please go ahead.
Thank you. Good morning. Congratulations.
Thanks, Jennifer.
First of all, the credit quality of both organizations has been excellent. I'm just wondering, as you look out over the next five years or so, what kind of net charge-off level would you see the combined company aiming for? What kind of range over a cycle?
This is John, Jennifer. I think if you look back over the last decade, the history kind of speaks for itself. Both companies have had very clean credit, and it's something that we take a great deal of pride in. You look at the philosophy of SouthState, where soundness comes first, and I think that as we think about CenterState's philosophies, we're right there. We lived through the crisis, and we're building this bank for the long run through multiple cycles. I think the best proxy for your answer is the history of the company's charge-off ratios over the last 10 years, which has been very good.
Okay. As you come together to be $34 billion in assets, are there any business lines you anticipate entering or emphasizing further as a larger organization?
Yes, Jennifer, this is Steve. Again, I think there's some platforms that continue to be leveraged in this merger. I think obviously these wealth management platforms and capital markets will continue to grow. We clearly want our mortgage business to grow, our treasury management. Those are key focuses in the future for our continued growth.
Thank you.
The next question comes from Tyler Stafford with Stephens. Please go ahead.
Hey, good morning, guys, and congratulations on the deal.
Thank you.
Hey, I wanted to start on the cost savings aspect of the deal. It said that $80 million that was asked about earlier, agreed, does look like a conservative number. At the same time, you guys do have a lot of hiring opportunities in the pro forma market. I'm just wondering how much of those cost savings do you think are going to be reinvested and what underlying expense growth rate you should be thinking about?
Let me take the hiring piece of that question, Tyler. One of the things that's so attractive about this combination is that these are two great geographies, but they don't overlap. They're contiguous, but they don't overlap. In doing this, we're keeping our leadership structure exactly as it is from our market presidents and regional president standpoint. There is nothing about this merger that's going to change our focus on recruiting great bankers, just like we would have done if we were an independent organization. Will, any additional thoughts on that?
Yeah, I would just say one overarching theme is that, and this is true for our entire industry, is that we will have to continue to take expenses out of our existing brick and mortar delivery system in response to changing customer patterns and take that money to reinvest in technology. I think opportunistic hires that present themselves to us are things we want to continue to take advantage of. Tyler, you're, of course, aware of our commission-based, incentive-based business lines where the non-interest expense fluctuates with the non-interest income as well.
Okay. Thanks for that, Will. I don't know if Robert or John wants to take this next one of the aspects that was maybe a bit misunderstood at announcement of the Park Sterling deal was some of the loan portfolio runoff. I'm just wondering if there was any portfolio pruning at, I guess, legacy CenterState that we should be thinking about in terms of the outlook here.
This is Robert. Pretty much every merger we've had in the past has always been kind of a repositioning of the balance sheet as we move through it. As we mentioned, we've spent quite a bit of time together over the last couple of years, especially the last five months. There's never been a merger where we've been more closely aligned from a risk management perspective or a credit culture perspective. Just like the geographic not having the overlap is we can build from day one, same thing in terms of the loan portfolio. There's nothing that we see that we would be moving away from. It's all is how we now take advantage of these lines of business and build over a larger footprint.
Okay. Thanks, Robert. Then just last one for me is just around the 20% EPS accretion. Just thinking about legacy CenterState, the fixed income business has doubled the last two quarters relative to where they've historically run. I think looking at street estimates, there's around $40 million of accretion in legacy CenterState's estimates. Then you mentioned there is the buyback in both companies' assumptions in their estimates. Can you just level set for us, one, what we should be thinking about in terms of the fixed income business at legacy CenterState in terms of a normal run rate here? Then in terms of the accretion with all the moving pieces here, what's a reasonable estimate for the accretion on a combined basis? Thanks.
Yeah, thanks, Tyler. This is Steve. Let me address your question maybe holistically and try to describe it this way. We think about revenue, both companies have really similarly structured balance sheets with really strong low-cost core deposits. Those revenue components naturally outperform in a higher rate environment. In addition, both companies have constructed really strong fee-based businesses to perform when rates are lower. We believe as you think about the combined companies in either rate environment, we have the tools to excel. You've seen that play out over the last few quarters. John Pollok mentioned that in his prepared remarks, of course, you've seen that with our own bank, that the fee income businesses, when margin got compressed, they have outperformed.
I would imagine that over time, the yield curve will stabilize, that the margin will stabilize, and the fee income businesses would come back down to more normalized levels. Ultimately, from a total revenue perspective, I'm not sure that there would be much change. Hopefully that's helpful as we think about the overall pro forma revenue.
Just on the accretion part of your question, Tyler, we are estimating that in 2021, less than 10% of our net income is represented by accretion, and it moves down from there.
Okay. Thanks, Steve and Will. Very helpful.
The next question comes from Kevin Fitzsimmons with D.A. Davidson. Please go ahead.
Hi. Good morning, guys, and congratulations.
Thank you.
Just very quickly, and most of the questions have been asked already, but just you really emphasized how closely aligned the two companies were, both financially, culturally, strategically. I'm just curious to the extent you can give us some examples of the areas where you were different. Maybe they were easy differences to work through or maybe they're going to be more difficult differences to work through, either that you did work through in the negotiation or that you're going to have to work through in the integration. Thanks.
Kevin, it's John. I'll start on the credit side. There's a slide on page 13 where you can take a look at how we've built the asset side of the balance sheet. What you find is it's fairly similar. If you look at the pie of how we've allocated credit, SouthState is slightly more leaning towards residential real estate, CenterState a little bit more towards commercial real estate. From a similarity standpoint, both companies have got an outstanding track record. I think one of the nice things is that combining the two companies diversifies our loan book geographically. Both of them are granular loan books and deposit books. We both bank local businesses. Neither bank is in the business of banking national, shared national credit, those types of things. I think there's a whole lot more similar than there is different.
Okay, great. Thanks. Just one further out question. I know you're going to be completely focused on the integration for quite a while, but when you look at the map of the two franchises combined, it jumps out at you that some of the states where you might aspire to expand into once you get into that mode and just a few look like North Carolina, Georgia, Alabama. What would be, as a combined company, once you're past the integration, is that something that you would aspire to in any particular markets in those states?
Look, as you can imagine, there's only one thing on our minds this morning and for the foreseeable future, and that is having the best integration of these two great companies that we can. We're not thinking about other strategic opportunities anytime soon. We're going to execute this thing very well. We've been talking about it for nearly two years, and the management team has been hyper-focused on it for five months. That is job one, and that's all we're focusing on this morning.
Okay, thanks.
Again, if you have a question, please press star then one. The next question comes from Christopher Marinac with JMS. Please go ahead.
Hey, good morning. Wanted to ask about the incentives that both of you look at together going forward. I know it's early in the process, but historically CenterState had a ROA and EPS incentive, and SouthState was an EPS-driven incentive the last year or so. Would those kind of remain intact, or will you kind of change the dynamic for the combined company and do something that's more sort of deeper and broader in terms of how the incentives work for the management team and further on down the line?
This is John. I think you heard the prepared remarks from both John Pollok and Will Matthews, I think you heard them both talk about building tangible book value per share over time. Finding that balance between growth and tangible book value per share over an entire cycle and growing earnings per share, I think those are the two focuses going forward.
Great. Thanks for that, John. Just a quick follow-up. I know you talked about expenses earlier for another question. Are hiring and hiring still happening this year for each company, or would that be on pause until you get the merger closed and then reexamine new hires?
No change. Look, there's no overlap. This merger, the great thing about it is there's such limited disruption in our field bankers. We want them doing exactly the same thing in the next year than they were doing the last year.
Great. Thanks.
The next question comes from Michael Young with SunTrust. Please go ahead.
Hey, good morning. John, before you guys crossed $10 billion in assets through acquisition, you made a concerted effort to hire some bankers to, I guess, support the organic growth initiative pro forma. Would you do a similar sort of hiring ramp into the close of this deal to ensure that the pro forma growth rate can be sustained?
Yeah, I think it's the same answer I gave previously. We're always focused on recruiting great bankers and we're focused on retaining and motivating our current bankers. Really no change in our approach to recruiting great teams of bankers, just as we've done. This merger announcement will not change our thinking.
Thanks. Maybe bigger picture just on the timing of the announcement. You mentioned that you guys have been in talks for several years and maybe a little more serious here recently. But can you talk about, is it the digital investment that really pushed this to fruition, or were there management succession issues or anything else that would have kind of driven this deal now?
Yeah, look, both companies were incredibly strong companies, standalone and individually. As Robert mentioned, when he and I have spent time talking over the last two years, we just see where this industry is going. If you have an opportunity to put the two best companies together, you take it before the opportunity passes you by. Clearly, digital is the future, and we're both committed to that. Renee is doing a great job at South State, and that's going to be a top priority of ours going forward.
Okay, thanks.
This concludes our question and answer session. I would now like to turn the conference back over to John Corbett for any closing remarks.
Well, thanks everyone for your time today. We're going to be participating in the KBW conference in Florida next month. We look forward to reporting to you again soon. Have a good day.
This conference is now concluded. Thank you for attending today's presentation. You may now disconnect.