Good morning everyone and welcome to Horizon Bancorp conference call to discuss financial results for the three months ended September 30, 2021. All participants will be in listen-only mode. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. Before turning the call over to management, please remember that today's call may contain statements that are forward-looking in nature. These statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those discussed, including those factors noted in the slide presentation. Additional information about factors that could cause actual results to differ materially is contained in Horizon's current 10-K and later filings. In addition, management may refer to certain non-GAAP financial measures that are intended to help investors understand Horizon's business. Reconciliations for these measures are contained in the presentation. The company assumes no obligation to update any forward-looking statements made during this call. If anyone does not already have a copy of the press release and supplemental presentation issued by Horizon yesterday, you can access it at the company's website, www.Horizonbank.com. Representing Horizon today are Chairman and Chief Executive Officer, Craig Dwight and Executive Vice President and Chief Financial Officer, Mark Secor. They will be joined for the question-and-answer session by President, Jim Neff, Executive Vice President and Chief Commercial Banking Officer, Dennis Kuhn, Senior Vice President for Customer Banking, Noe Najera. At this time, I would like to turn the call over to Horizon's Chairman and CEO, Craig Dwight. Please go ahead.

Thank you Emily. Good morning and thank you for participating in Horizon Bancorp's third quarter earnings conference call. Our comments today will follow the Investor Presentation we published yesterday, October 27. Horizon's third quarter exemplifies that we our company on the move and represents perhaps the busiest quarter in our company's 148-year history. We consolidated 10 offices during the quarter, acquired 14 Michigan branches and sold our ESOP trustee accounts as we focus on more profitable growth opportunities. Horizon's third quarter represents our efforts to allocate resources and capital to where we can achieve better returns and the results are proving to be successful with organic loan growth and record earnings during the quarter. The momentum taking us into 2022 and 2023 is due in part to new associates and customers we welcomed from the 14 Michigan branches acquired on September 17. This logical extension of our franchise includes adding approximately 50,000 new households, three commercial lenders and low cost and stable core deposits. Horizon's has already proven that the mass and scale work to drive shareholder value and our recent branch acquisition only contributes to that momentum. In addition, the 10 branches we closed on August 27 in the continuation of our ongoing effort to maximize efficiency of our retail franchise. This focus results in our consistently low non-interest expense to average assets ratio which was just 2.09% in the third quarter, down from 2.18% in the second. We expect to continue to improve efficiency even as we redeploy employees from the closed branches to fill open positions and reinvest much of the savings into technology designed to enhance sales and customer experience. As far as building for the future, we increased the number of commercial lenders since December 2020 by approximately 20% with additional offers pending and we…

Thank you Craig. Horizon had its second consecutive quarter of record net income with new records for net interest income and pre-tax pre-provision net income. We are very pleased with these results and the positive core trends demonstrated in the third quarter. Starting with slide 15. The company's third quarter results were impacted by two one-time events, the transaction costs for the branch acquisition and the sale of the ESOP trustee accounts. We recorded a $2.4 million gain for the sale of the ESOP trustee accounts and recorded a $2.8 million of transaction costs from the branch acquisition. Those include direct transaction costs and one-time credit loss expense for the acquired loans. The record net interest income was partially due to a higher level of interest earning assets with cash continuing to move to the investment portfolio along with maintaining a steady net interest margin. Continuing to grow net interest income is still one of Horizon's key objectives. Non-interest income reflected an increase over last quarter primarily due to the $2.4 million gain on sale of the ESOP trustee accounts and also a recovery of $867,000 from an acquired charged off loan. These are partially offset by lower mortgage revenue. We had a $1.1 million expense for credit loss compared to a $1.5 million release from the allowance for credit losses in the linked quarter. The day one credit losses allocated to the acquired loans was $2 million. Without the transaction, there would have been another small release of the allowance for credit losses. We see continued strong credit performance, low net charge-offs and improving econometrics. We continue to believe we are appropriately reserved, given the current state of our portfolio, the recovering economy and our CECL modeling. Slide 16. The adjusted margin declined only one basis point during the…

Thank you Mark. The recent branch acquisition increased Horizon's low cost deposits and lowered our loan to deposit ratio from 85% as of December 31, 2020 to 61% as of September 30, 2021. In Horizon's previous 10 years, our average loan to deposit ratio was 91.5%. So we do know how to manage for loan growth. As a result of this competitive pricing advantage with the new branch acquisitions, Horizon's focus for the next two years will be loans, loans and more loans. Looking at the chart on Slide 20. Horizon's $3.7 billion in total loans are well diversified with 59% in commercial and 41% in residential mortgage and consumer. The table on the right provide the granularity within our commercial loan portfolio which itself is well diversified. Our single largest sector is the residential multi-family housing loans at 6% of total loans. And this segment continues to perform well. All pandemic-related distress business sectors have seen considerable improvements over the prior year's operating results including the hotel, restaurant, hospitality and leisure industries. Horizon's non-owner occupied real estate portfolios also exhibit strong cash flow and low delinquency rates. Horizon's consumer loan portfolio continues to reflect strong underwriting standards as evidenced by low delinquency at 38 basis points at quarter-end and year-to-date net charge-offs at four basis points. Consumer loans for the quarter, excluding acquired loans, increased by $11.1 million or 1.7% for the quarter. Looking ahead, the consumer loan areas well positioned for continued growth as we added 34 new indirect dealerships in our expanded Michigan footprint and we experienced an increase in home equity line utilizations for the first time this year as consumers spend through their stimulus money. Horizon's commercial loan portfolio continues to reflect strong underwriting standards as evidenced by quarter-end low delinquency at two basis points…

[Operator Instructions]. The first question comes from Nathan Race from Piper Sandler. Please go ahead.

Yes. Hi everyone. Good morning.

Good morning Nate.

Thanks for taking the questions. Maybe jus to start off on the outlook for loan growth in the fourth quarter. If we exclude the mortgage warehouse and the ongoing PPP run-off and I appreciate you guys have put a lot of pieces in place in terms of personnel additions on the commercial lending side over the last 18 months or so. so how should we be thinking about the mortgage outlook for additional commercial banker hires going forward and just expectations for loan growth, ex those items in the fourth quarter and into 2022 as well?

Nathan, thank you for the question. I will have Jim Neff answer the outlook for mortgage warehousing and Dennis Kuhn talk about the commercial loan outlook as well as the PPP program. Jim?

Thank you Craig. Good morning everyone. On the mortgage warehouse side, we expect that to track with the MBA refinance forecast. And as you have seen our balances are tracking down quarter-by-quarter, our normalized level, we feel will be somewhere between 140 million and $160 million is where it will normalize going into 2022.

Good morning. This is Dennis Kuhn. With regard to commercial and PPP. Again, as Craig had mentioned, we are entering the quarter in our strongest pipeline position at over $130 million. That is building, I can say, on a weekly basis. So we are seeing really good activity including our newer additions to the lending staff. I will note that three of those joined in the last 60 days. So again, they have get in, get acclimated and these are all highly experienced connected lenders in their markets. So we expect to see continued ramp up in those pipelines through the balance of the year and certainly in 2022. From a PPP standpoint, we will continue to process forgiveness. So we are hopeful that most of that will be completed in the fourth quarter. So again going into 2022, that noise will quiet down.

Okay. Thank you. Yes. So perhaps just to clarify, just on the commercial side of loan and excluding the PPP run-off is a kind of a low to mid single digit outlook or do you guys feel more like in the mid single digit range as a reasonable expectation to think about for commercial ex-PPP going forward?

Well, again, I think based on our third quarter performance at over 9% annualized, I expect to see that continue right in that range, 9% to maybe hit up to 10%, in that range So again, we feel real good about the momentum we are seeing in some really good growth markets including Grand Rapids, Troy and Holland in particular and then in Indiana, South Bend and Lake County. So good strong markets and we have built our presence there and expect to see continued growth.

Got it. That's great to hear. If I could just ask one more on just the operating expense outlook. Obviously there's some moving pieces to think about with the legacy branch consolidations that were completed in the quarter and then you also have the locations coming onboard from TCF. So Mark, maybe any thought on just kind of a near term operating expense run rate from about 33.5%, knowing that we saw in the third quarter and how that trajects into the fourth quarter and perhaps into early 2022 as well?

Yes, Nate. We are going to see some increase because of the initial costs from the branches. And I think that modeled then for you in the past. What we anticipate seeing because of the way that the savings comes from the branches that we closed, to 10 branches, it's going to come over time because as we stated we kept the people in place from those branches to help one with the transaction and two just we know we are going to need to have an employee pool to absorb those over time here over the next nine to 12 months. But the operating expenses are still there as we have been successful in getting rid of some locations but until we get rid of the actual buildings, there are still costs. So those cost saves will get absorbed and hopefully what we will see is it will just help him manage the expense levels and we will see just the normal informational type increase through 2022 and then the cost savings for the branches would help normalize expenses and the main increase would be from bring it on the 14 branches. Like we said, we do anticipate we are going to be sub-2% of average assets for our expenses.

Okay. Great. I will step back for now. I appreciate you guys taking the questions and all the color.

Thank you Nate.

Our next question comes from Damon DelMonte from KBW. Please go ahead.

Hi. Good morning guys. Hope everybody is doing well today.

Good morning Damon.

The first question regarding the margin. Mark, I think your commentary kind of pointed to some additional headwinds in the margin given liquidity and loan yields for new production kind of still below the portfolio. How close are you to that gap closing on the new production and current portfolio?

I think it's going to take some. Some proposal will adjust quicker. Consumer portfolios adjust quicker just because their duration is less. But they are closing in as new prices are getting closer to the portfolio. I don't know the timing of that, Damon It's going to take at least through next year, I would anticipate as the loans mature, reprice. But the margin is going to have the pressure. Ending the quarter with over $900 million of cash, we had an average cash of maybe somewhere around $300 million for the quarter. So just having that mix is going to impact the margin here in this quarter.

Okay. And then how quickly do you think you could take that $900 million and kind of reinvest that into securities to get some yield pick up there?

Yes. We are not going to be able to reinvest all of it. We anticipate some cash flows coming out. We are trying to determine what some of the, especially the municipal side some of the core, so we anticipate we are going to hold some of the cash and reinvest a portion of it. But we will get that. We will get what we want done with that here over this quarter and starting into next year. What I don't know is, we had still strong deposit growth just organically. So we are not seen the run-off. So if we continue to see deposit growth, that's just going to be fighting to get that cash balance down.

Right. Okay. And just as a second question. Credit is obviously very strong for you guys. Your reserve levels are still three times pre-CECL. So how do we think about the provision level going forward? Because this quarter absent CECL, it would have been a release. So can we expect a release here in the fourth quarter?

Damon, the releases will probably come through in the fourth quarter of next year. The level, we are not sure. We are being cautious because the pandemic still exists and is ongoing and therefore a good portion of our reserve is set aside for general losses in the distressed sectors. I think this winter is going to be the time to tell. The build up cash, during the summertime those sectors but right now by example restaurants, industries having a challenge getting people to work in their industry and to serve tables and to clean and bus tables et cetera. So are still being cautious and not releasing reserves aggressively, at least through this year. The other part is our historical loss rates continue to fall overall and our econometrics continue to approve. So those two factors play into the release discussion going forward.

Okay. I appreciate the color. Thank you very much.

Thank you Damon.

[Operator Instructions]. Our next question comes from Terry McEvoy from Stephens. Please go ahead.

Morning everyone. This is Daniel Thomas, online for Terry McEvoy. My first question is, in the press release you guys mentioned that the operating cost saves coming from the branch closures back in August are going to be redeployed into technology investments. I was wondering if you guys could expand on that a little bit in terms of both tech investments and maybe if we can see some potential efficiency gains from those? Thank you.

Yes. This year, we deployed a new mortgage software system called Encompass which is cradle to grave for the customers, the customers' insight into the process that works with vendors, et cetera. So our mortgage team has more capacity without increasing staff. They are more efficient with their mortgage loan origination teams as well. A year before that we added our own new technology for the consumer loan platform that's similar. And both platforms are best-in-class. They can go to mobile to online banking. In 2022, we are looking at commercial platform. We added a data warehouse last year as well that gives us improved information reporting. We added a new financial reporting package that streamlines our financial reporting as well. From an customer enhancement perspective, we have added chat last year, improve the bots this year. We are answering over 85% of all enquiries through the bots today. We continue to do outreach efforts, both of our digital channel and our direct channels, getting customer satisfaction surveys back. We are scoring in the 80 percentile range of customer satisfaction for both our digital and in-person. So things are working. We continue invest. Things that we have to add would be improvements in our customer service platform which will be added next year. It's not as efficient as we would like to see. And our whole strategy is our direct branch platforms are aligned with our digital platforms. They are using the same platform to open accounts, transfer into internet banking, et cetera. So we have just been aligning all the platforms into next year. But yes, the best rate continues. Annually, we conduct a gap analysis of technology. We compare ourselves to best-in-class, which is typically the big banks and/or fintech and then we compare ourselves to other community banks of our similar size. We compare very well to our other community banks, both in treasury management platforms and the retail platform. So thank you for the question.

That's great. Thank you I appreciate the detail on that. And then just one second question. moving to capital. Do you guys have a targeted capital level that you are trying to get to? And should we expect the buy backs to continue? Thank you.

We don't publish a targeted capital ratio. We continue to focus on being well capitalized with some cushion to it. Stock buy backs, it depends on the price to our tangible value. And if we think there, we will buy going to market. If not, we will hold back. Those are continued accumulation of cash and our strong performers from an earnings perspective. I would assume buy backs would come back in bold again. Mark, you want to add to then?

I was just going to comment that we obviously leveraged capital over the years and we leveraged a little bit here with this transaction. However, when you look on a risk and we talk about this regularly, look at a risk basis, when you have $2.4 billion of investments right now which obviously isn't the normal design but it's what we are given because of the liquidity in the market, we think that we have a lot less risky profile and having tangible capital levels that we are at. So we kind of balance all of that.

Got it. That's really helpful. Thanks guys. I appreciate it.

Yes. Thank you.

Our next question comes from Brian Martin from Janney Montgomery. Please go ahead.

Hi. Good morning everyone.

Good morning Brian.

Hi, Mark. can you maybe just give a little thought on, I appreciate the color on the margin,, just thinking about that you amount of cash you guys have today and just kind of how to think about frame up the dollars of net interest income maybe just into next quarter just to kind of understand what you are thinking here? I mean I guess it seems like the margin comes down but the dollars of NII, I mean I guess if you can strip out the PPP, should we think about the dollars of NII just continuing to create increase sequentially the next three to four quarters just kind of on a clean basis and focus on that, given all the efforts you are going to be taking to put this cash to work?

I think that's the right direction. I mean with two events, we did pick up over $200 million of loans in the third quarter with the transaction. So that's going to generate continued net interest income and we still had some settlement of securities and plus we were in the market for some securities. So we are going to see more earning assets coming on. Again, I think you are on track what we want to see is that we want to continue to see a steady income of net interest income. Also the growth of commercial is going to also shift some of that cash. And again, the thing that we don't know is what's going to be the inflow or outflow of deposits and how that's going to impact the cash and the margin.

Okay. So steady increase there. And I guess, are you seeing into the quarter now, into the fourth quarter, deposit flows slowing at all? Are they stabilizing?

It seems to be stabilized a little bit. But it's also seasonal because of tax season for the municipalities. But from a consumer and commercial side, we will see it come down and then we will see it come back up. And the trajectory has been all through the quarter of continued growth. So it may change this quarter. We may start seeing more outflows. But at this point that's not what we are seeing.

Okay. And then maybe the follow up for me was just twofold. Maybe if you can just give a little thought on, someone brought the point about the buy back. But just as far as deployment of capital, the potential, Craig, maybe for how are discussions on the M&A side? Or is it, know given all the opportunities you have talked about organically, maybe is that less of a priority, at least here in the near term? And just an outlook, for Dennis maybe, on the mortgage, the gain on sale line or Mark, how we think about that? It sounds like it's still strong and carries into next year, maybe a similar type of level?

Yes. Brian, M&A have a less focus initially next year, primary be the momentum we have going into 2022. However that said, we are looking at opportunities for increasing the loan growth and/or leasing would be two primary sectors we are looking at. Obviously, we don't need another deposit franchise. If we can acquire a loan growth franchise, that would become top of mind.

Okay. Sorry, Dennis. Go ahead.

On the mortgage side, I will make a common. The comment I made about the two nine month periods that we have $2 million more of mortgages revenue from gain on sale and servicing and impairment because last year we saw that impairment hit. So we have actually seen an increase through nine months. Now, fourth quarter of last year was really strong so that will catch up here. But Jim, I don't know if you want to comment on the volume? I think it's been fairly steady>

Yes. The volume's been very steady. Seasonality will come into play. I think we will see some decrease. And with the refinance activity, if rates do creep up next year we are going to see overall production down. But I think it's still going to be a very strong level for next year.

Okay. I appreciate the feedback. Thanks guys.

Thanks Brian.

Thank you Brian.

This concludes our question-and-answer session. I would like to turn the conference back over to Craig Dwight for closing remarks. Please go ahead.

Yes. Thank you for participating in today's earnings call and we look forward to speaking with you again on December 2 for our Investor Day. So please sign up and see you on December 2. Thank you. Have a good day.

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