Good day and welcome to the INDB First Quarter 2023 Earnings Call. [Operator Instructions] Before proceeding, please note that during this call, we will be making forward-looking statements. Actual results may differ materially from these statements due to a number of factors, including those described in our earnings release and other SEC filings. We undertake no obligation to publicly update any such statements. In addition, some of our discussion today may include references to certain non-GAAP financial measures. Information about these non-GAAP measures, including reconciliation to GAAP measures maybe found in our earnings release and other SEC filings. These SEC filings can be accessed via the Investor Relations section of our website. Finally, please note, this event is being recorded. I would now like to turn the conference over to Jeff Tengel, CEO. Please go ahead.

Thank you and good morning and thanks for joining us today. I am thrilled to be hosting my first earnings call as CEO of Independent Bank Corp. I am joined by CFO and Head of Consumer Lending, Mark Ruggiero. First, I’d like to give a shout out to my predecessor, Chris Oddleifson, who expertly guided Rockland Trust for the past 20 years and laid a strong foundation on which to build upon. So I have been at the helm for all of 2.5 months now and at least the first month was relatively calm. Since then, the challenges in the banking industry, has taken center stage. So let me get to that topic right upfront, given the intense interest regarding its impact on individual banks. Mark will take you through the details, but let me just say, all-in-all, we are faring quite well. Total deposits were down 3.8% in the quarter, in line with prevailing peer trends. We do feel some of this continues an outflow experienced in prior quarters as depositors drawdown on excess liquidity and/or seek higher interest rates. That’s not to say we have been immune from the volatile environment, but things have been manageable. At the very outset, we armed our frontline customer-facing colleagues with coaching and support to respond to questions and calm customer concerns. We also reconfirmed our access to multiple sources of liquidity that we’ve tapped into and can easily further avail ourselves should the need arise. But more than anything, it’s history of focusing on core relationships that has provided considerable stability to our deposit base. In fact, household retention has remained at historic highs and new checking account activity continues to be strong. Also, some of our deposit outflow migrated over to our investment management group as we successfully manage our…

Thanks, Jeff. I will now take us through the earnings presentation deck that was included in our 8-K filing and is available on our website in today’s investor portal. Slide 4 of the deck summarizes our first quarter results and key drivers. As noted, 2023 first quarter GAAP net income was $61.2 million and diluted EPS was $1.36 reflecting 20.5% and 19.5% decreases, respectively, from prior quarter results, largely due to higher funding costs on deposits and borrowings. These results produced a 1.30 return on assets and 8.63% return on average common equity and a 13.30% return on tangible common equity. Also noted on this slide, we highlight some of the primary drivers behind the first quarter results, many of which we will touch upon through the rest of the deck in addition to further insight on key risk management updates that we recognize are of importance in this challenging environment. But before moving on, I’ll highlight quickly the last two bullets noting we completed the full $120 million stock buyback during the quarter. And despite this activity, strong earnings and other comprehensive income resulted in a modest increase in tangible book value from $41.12 to $41.31. Addressing those key risk areas, we will focus first on deposit activity, which is obviously top of mind for many of you. Slide 5 includes our typical deposit charts, reflecting changes in balances for the quarter, as well as additional details over quarterly cost of deposits, and I will highlight deposit betas in a couple of minutes on a future slide. As noted, total deposits declined $607 million or 3.8% when compared to the last quarter. We attribute the runoff to a combination of factors, including seasonality, FDIC insurance protection though to a loss a degree, an extremely competitive rate environment, which, on…

[Operator Instructions] The first question comes from Mark Fitzgibbon with Piper Sandler. Please go ahead.

Hey, guys. Good morning and happy Friday.

Hey, Mark. Happy Friday, Mark.

Mark, I saw your guidance for flat loan balances for the year. Would you also expect balance sheet footings to be flattish for the year as well?

Yes. In terms of – help me out there, Mark, what you mean. Just total assets?

Yes. Yes.

I mean we talked a little bit, it isn’t a big number, but we do have a level of cash on balance sheet today. Based on some proactive borrowings, that’s a number that we will continue to monitor as the environment plays out. But I think all in all, that won’t have too big of an impact on total footings. So I’d say period end March serves as a good proxy for total assets over the course of the year.

Okay. And then secondly, would you expect the NIM compression in the second quarter to look sort of similar to what we saw in the first quarter? Or is it a little less because you don’t have the sort of the extra liquidity to take on the way you did in the first quarter?

Yes, it’s a tough question, Mark. And to be honest, I’m sure you can appreciate it, really it’s going to depend on the overall balance of deposits as that has a direct impact on kind of our level of borrowings. So just to give you some perspective, our March spot margin was 3.7% or 3.70%. And that included only a portion of the cash that we had borrowed during the first quarter. So when you reflect that, we could keep the $300 million of cash on the balance sheet, although that has no impact on absolute levels of net interest income. That will also create a bit of a drag on the margin to the tune of about 4 or 5 basis points. So I think you’re starting at a point of 3.70%. There’ll be a little bit of a drag from the cash we’re holding on the balance sheet. And I do think you’ll see the cost of deposits continue to go up from those March levels. I just – I really can’t predict exactly where that endpoint will be. But I think it’s reasonable to suggest we will continue to tick down from that March level.

Okay. And obviously, you guys bought a lot of stock during the first quarter at an average price, I think, of $74. Is it logical then that you’re going to be even more aggressive at $58?

Yes. I think we’re probably going to hit the pause button on any stock buybacks at the moment and just kind of assess the situation as we move through the second quarter. It’s always something that’s that it’s kind of a tool in our toolbox. But at the moment, we’d like a bit more clarity and certainty about what the future rate environment looks like.

Okay. Great. And then, Jeff, now that you’ve sort of been in the driver seat for a little bit here. As you look at the various loan books and business lines that Independent has. Are there any sort of areas where you think there is an opportunity to shrink or sell pieces of the business?

Not really. I think we’re – most of the loan portfolios in the lines of business we’re in, I think we feel pretty good about and don’t really have – there is not any hotspots that we feel like are we’re taking too much risk or that the performance isn’t what we’d like. I would – if anything, I think I’d like to sort of double down on a number of – our middle market C&I business, for example, is one that I hope we can continue to make progress on. But I haven’t seen anything that gave me pause that suggests that we would exit any of the businesses.

Great. And then lastly, do you think M&A is possible in this environment? And if so, what would be sort of at the top of your wish list? Thank you.

That’s a good question. I’d like to believe that M&A is possible in this environment. It might take a bit longer to get through the regulatory process would be my guess. But that’s something that, I guess, whether it’s us or somebody else is just going to have to test and see what that process looks like today. And as I’m sure you can appreciate, and I think our M&A strategy is going to look very similar to what it was during Chris’ tenure here. It would be filling in existing markets where we’re already doing business with or in adjacent markets that would really begin to round out our franchise.

No, I would just add, Mark. I mean, the obvious is the purchase accounting noise that would be created in this environment, you really have to get comfortable that you can look through that and look at the real economics of any deal. But I think you certainly have to be appreciative of the accounting marks in this environment and understanding where there may be. As expected, initial capital dilution and likely higher earn back as a result of accounting, I always – we’re big proponents of having that internal rate of return governor to really kind of weed through that noise and make sure a deal makes sense.

Thank you.

You are welcome.

Our next question comes from Steve Moss with Raymond James. Please go ahead.

Good morning.

Good morning, Steve.

Maybe just starting with the deposits here, deposit costs. Just curious what you guys see for interest-bearing deposit pricing and kind of how are you thinking about those costs migrating higher? If you could quantify how much those costs could head higher in the upcoming quarter or two?

Yes. As I alluded to earlier, Steve, it’s a tough one to pick a number for sure. But I think from just a practical perspective, a lot of what we’re seeing is for customers that are looking for rate on the consumer side and to some degree on some of our small business side. Our CD offering has really resonated. We have a 4.25% 5-month CD. We’ve incented higher rates on the short end of the curve, obviously, in this environment, and that’s been working really well in terms of retaining balances. We also have some promotional money in our money market loyalty accounts, and we do a lot of kind of what I would call exception pricing because of the great job we’ve done in building a deposit franchise where we really have that relationship with the customer. We often have the ability to have the conversation with the customer looking for rate or looking for a type of product. And as such, we’re able to deploy a strategy where it’s much more kind of exception basis versus having to reprice broader pockets of the deposit base. So that has worked well. But as you would imagine, a lot of that pricing is up in the 4% in this environment. And again, the story we’ve been talking about is often when a customer has a competitive rate that they are seeing in our market, if we can get to a in 25 or 50 basis points of that competitive rate, our relationship will usually retain that deposit. And we don’t take that for granted. It’s not to say we can only play a defensive game here. So we’re obviously being proactive in looking at where it makes sense to continue to price up deposits. But for those at a rate-sensitive money market or a CD offering right now in the 4s is likely doing the job. I mean that’s the dynamic, Steve, that’s created the increase that you’ve seen. And as I referenced, our March cost of deposits was up to 67 basis points. So you figure that’s 7 or 8 basis points kind of over the course of that month. I think in the very near-term, that’s probably a likely projection heading into Q2, we will see kind of where we are at the end of the quarter.

Okay. And maybe just on the non-interest-bearing side, with kind of the ongoing remixing kind of how much do you – how much you ultimately think could remix here over the next couple of quarters? I realized that’s tough, but when you look at customer liquidity, how much do you think could be excess if you have any kind of sensitivities or quantifying that?

Yes. Again, it’s a tough one because typically, the first quarter, I don’t want to dismiss. We usually have some seasonality here in the first quarter. Right now, you’re seeing a lot of outflow related to tax payments. So it’s tough to really parse out what’s normal course of business versus what may be something else. But I think it’s just – it’s reasonable to suggest that. I would think it will start to level off towards the end of the quarter from the pace we’ve experienced in the first quarter, but I really don’t – not comfortable sort of predicting a number at this point.

Okay. And then maybe just in terms of – on the office disclosures here, wondering if you guys could provide any color on the underlying loan to value, debt service coverage. And maybe even how much may be maturing in the next 12 months?

Yes. The loan-to-value is – I don’t know what the number is. I think it’s pretty low. I think it’s in the like of 50% or 60%. But the problem with that calculation is a lot of those loan-to-value calculations are based on older appraisals. And so because of that, it’s not really a good measure because they are not all sort of mark-to-market, if you will. The debt service coverage, I think, is maybe a better indication of the health of the portfolio and the debt service coverage in our office book is north of 1 5. So we feel pretty good about that. And we have roughly about $400 million of the office portfolio that is going to reprice in the next couple of years, which we think is a pretty manageable number. And I think the whole office – the story around office is going to play out relatively slowly. I think it’s not going to be a tsunami just because the lease maturities are staggered, the loan maturities are staggered, companies are still determining how much space they actually want upon lease maturities. So that’s still a bit of an unknown. So there is a number of factors that are all variable and is all going to occur over 2, 3, 4 years. So because of all of that, we feel pretty good about our office portfolio.

Okay. Great. And maybe just one last one for me in terms of loan pricing, you guys mentioned pipelines have declined. Just kind of curious what you’re seeing in the market for loan rates these days?

Yes. I would say in the middle market where we’re playing, it’s still fairly aggressive. But I would also tell you, historically, we’ve been very disciplined in our pricing. And so our spreads haven’t changed all that much because they haven’t needed to because we continue to be very disciplined in that regard. So again, feel pretty good about the overall yield on our loan book and don’t think that they are going to widen out dramatically nor are they going to come in. I’m talking about the credit spread.

Right. In terms of – just in terms of some numbers there, in terms of what funded in the first quarter on the commercial side, a lot of it was around 6%, low-6s. A lot of the commitments that were booked in the first quarter that will drive fundings going forward, that has certainly gone up into the 7% range or even higher in some cases. So, we are seeing nice lift in terms of the absolute level of interest rates. As the portfolio churns, it’s just – and I think what you are hearing similar to other institutions, the level of attrition has certainly slowed down. So, it’s really less closings needed to get to flat and/or modest growth. So, although the impact may not be as big, we are seeing a nice lift in terms of overall interest rates on the commercial side. On the consumer side, it continues to go up. I would say most of our resi production has been in the high-5% range, looking to get 6%, but that’s an area we will continue to monitor closely going forward.

Okay. Great. Thank you very much for all the color. Appreciate it.

Thank you.

Our next question comes from Chris O’Connell with KBW. Please go ahead. Chris O’Connell: Hey. Good morning Jeff and Mark. So, I want to just keep going on the loan side of the business. I think everybody is kind of seeing a slower loan growth environment here. But hoping you could provide color as to some of the drivers. I mean, is it – your pricing at the top of the market here? Is it that you are being tighter on credit standards or is it more so that there is less demand out there in your markets?

Yes. I think of all of those three, it’s probably the latter. Again, I think historically, we have been very disciplined on both credit and pricing. So, those two factors haven’t really changed all that much, in my opinion. But I think there is less demand out there. I think companies are being a bit more cautious. And as we have seen, they have been using their funds to pay down the line. Chris O’Connell: Yes. And then as far as what you guys are putting on and find attractive at this point in the cycle? I mean is there any particular industries or market segments, either within CRE or C&I that you like the most here? And outside of office, are you guys seeing any other stress in other specific segments?

I can chime in and Jeff, feel free to add on. But I would say generally, no, we are not seeing pockets of stress, but we are obviously being very selective here, Chris, right, in terms of which asset classes, the types of sponsors. Again, I highlight we are a relationship bank, and we have done business in the commercial space with borrowers and sponsors over a number of projects. We know them very well and that’s probably where we will continue to see opportunity that we are comfortable with. So, it’s been still primarily driven by one to four family kind of construction, apartment condo developments. There is some level of industrial and mixed-use. Again, that with the right credit box fits our profile and we are comfortable with. But I would say if a sponsor or a borrower that we don’t have that relationship with, there is a little bit of a higher hurdle to clear, I would suggest.

Yes. And the increase in rates has also served to tamp down some of the activity in the commercial real estate market because deals just don’t pencil out anymore given the higher cost of funds for the real estate developer. So, I think that’s had an effect that has just been limiting some of the activity we have seen. Chris O’Connell: Got it. And I appreciate the comments around the overall balance sheet as well as the loan guide. For the – I think it’s just shy of like $200 million or so remaining of the securities portfolio that’s maturing in the back half of this year. Do you guys plan to reinvest that securities or pay down borrowings or limit kind of higher cost deposits, or what’s the best use of those cash flows?

Yes. That will certainly be redirected to paying down borrowings, assuming those are still outstanding. We have – we are operating now with the higher securities portfolio than we have in the past. We can certainly acknowledge and recognize that. So, we are certainly in a very good position to just allow for that securities portfolio to a trite and redeploy that against borrowings in the near-term. So, we have no desire to be reinvesting back in the securities book at this point. Chris O’Connell: Okay. Got it. And you mentioned that I think in the prepared comments, was it $2 million for the kind of one-time compensation line with the…?

That was all in comp and some level of legal related to transition. Chris O’Connell: Okay. So, do you think expenses can trend down in the second quarter at all, and then ramping back up, or is there kind of natural growth in the business that’s offsetting some of that $2 million to keep it flat on a go-forward basis?

Yes. I guided the flat. That’s a reflection of – there are some projects that we will stay committed to. I think we need to continue to invest in the future of this bank. There is a number of customer-related initiatives and some back-office efficiency initiatives that we have on tap for the year. Certainly, the customer experience is top of mind that we don’t want to continue to improve. So, we are looking at deposit account opening technology. We are looking at technology on the back end that over time we believe will draw efficiencies. But right now, there is a level of one-time spend associated with that embedded in some of the flat guidance there. So, there is obviously variable compensation arrangements that will provide us some flexibility to keep costs in check in the near-term. But I think the combination of tightening the belt a bit in areas where we should be, but making sure we continue to invest in technology and our future growth serves us the path to suggest we keep expenses relatively flat. But if the pressure retains, Chris, and if we continue to see earnings pressure, I think expenses is fair game to be looking at where there may be opportunity to do more there. Chris O’Connell: Got it. And I guess following up there, what types of opportunities would you guys be looking at? Would it be kind of produce footprints or headcounts, or would it be taking a closer look at kind of like vendor contracts or things of that nature?

Yes. I would say all of the above. I mean I don’t think from a footprint standpoint, there is anything right now where I would say we have immediate opportunity to suggest cutting cost is the right answer. But I think it’s getting into the details of, to your point, it’s vendors and other expenses associated, maybe a level of consulting experience that we have had in the past, where there may not be kind of the immediate return, those that have a little bit of a longer NTL [ph] there. We may have an opportunity to make some changes. And then certainly on, as I mentioned on the facility side, we have meaningful kind of rent expense, as I mentioned. I don’t think there is an opportunity there. Anything that’s coming up for renewal, we are taking hard looks at. Maybe there is a consolidation opportunity or two, but I wouldn’t say anything too widespread. Chris O’Connell: Got it. And given the timing, it seems like on the well of AUM as well as maybe similar fee schedules on some of the new AUM put on. What’s the good starting point kind of as a base line for wealth management next quarter on the fee side?

In terms of total revenue, or the number…? Chris O’Connell: Yes. Revenue.

Yes. So, I want to remind, so our fourth quarter number was elevated. If you recall, we had a large one-time benefit. We had moved some money over to a different platform, which generated kind of a one-time commission of about $600,000 or $700,000. So, the fourth quarter number was certainly elevated for that reason. And then in the first quarter, I think you saw kind of more of a normalization as well as the reality of some of the new money being in kind of municipal-related products. Certainly some of it being the deposit customers looking for rate, those are going into a laddered treasury security portfolio, and that has a lower fee ratio associated with it. So, I think you are seeing a little bit of that driving kind of the revenues staying flat, I guess more or less without – despite having some of the increase in the AUA. So, I think your first quarter number is probably a pretty good baseline to be thinking as a starting point. We typically get a second quarter bump from our tax prep fee business. So, we should see that hit in the second quarter. But I think you will probably see it land somewhere between kind of Q1 and Q4 numbers would be my guess. Chris O’Connell: Great. And then as far as the C&I credit that is now fully reserved for you here from a couple of quarters ago. Can you just walk us through like, I guess what changed in the past quarter that you guys take the full reserve and is there any opportunity for that to come back in over time, or do you think that it’s kind of just going to continue in the wrong direction?

Yes. At the time we closed the books at year-end, this is – as I mentioned, this is a larger syndicated deal. There is a number of consultants now involved associated with the company filing bankruptcy. All the work right now is trying to understand the validity of receivables. And I would say the newer information that we gleaned in the first quarter is that there is risks some of those receivables may not materialize into true proceeds. So, the realization of those receivables that serve as collateral based on the data at year-end suggested a small portion of that would still be realized. I think what we are hearing and learning now is that the vast majority of those receivables may not materialize into proceeds that would make its way back to the lenders. So, at this point, we just feel like this not much of a path there to getting much return in terms of proceeds upon liquidation, and we think it’s appropriate to take the full reserve. I think the level of insight and clarity on to how this will all play out, we may not actually know for a couple of more quarters. So, in terms of when the charge-off comes, we typically under the regulatory guidance, we need to see a little bit more clarity as to what the end result of the liquidation process will be. But I think the full reserve at this point, we feel is appropriate. Chris O’Connell: Got it. And then last one for me. I mean, obviously the rate that the borrowing had locked in is it seems very attractive for that term. And I mean the securities, like as you mentioned, it’s a little bit bigger than normal. I mean is there any other balance sheet actions, or is there anything that you guys can do or are looking at on the securities portfolio as far as restructuring or things of that nature to help out the margin that you are looking at?

Yes. I mean certainly – we are certainly aware and we know other institutions have taken that strategy of liquidating some of the securities portfolio. Personally, I was not a huge fan of that. I think it – the numbers on the paper, we all kind of know the impact of that. You take the loss now and you improve the earnings going forward. I do think though, as the steepness of the inversion curve continues to play out, this becomes a bit more attractive. So, I wouldn’t rule it completely off at this point or suggest it’s completely off the table. But that’s a lever we could pull or maybe the more realistic answer there, Chris, is there are some smaller pools of the securities that maybe don’t have as big of a loss embedded in them that we could do some cleanup trades and accelerate the reduction of the securities book. So, I think that’s an area where there is opportunity, but one that I wouldn’t suggest, we are committing to saying we need to be at a point where we accelerate the liquidation, but I think it’s something we will continue to monitor. And then secondarily, certainly, we have grown our residential portfolio, and a lot of that volume has been retained on balance sheet as well. That’s an area in the past. We have done some loan sales out of. Again, I think with the rates we have put that production on in a true kind of marginal cost to type funding spread environment, I think that’s appropriate return on our investment. But in terms of maybe shrinking the balance sheet a little bit and rightsizing kind of the leverage, that’s another area where we could maybe look for opportunities to sell off a portion of that book and pay down borrowings as well. So, those are probably the two asset classes I would look to. Again, I am not convinced that’s needed at this point. But we will continue to monitor that. Chris O’Connell: Yes. I think that makes sense. I mean any sense as to how much of the securities portfolio is yielding sub-1.50 or 1.25?

Yes. There is a decent portion of the balance that is probably in that sub-1.50 range you talked about. I don’t have the exact numbers here in front of me, but that’s the trade-off, alright. I mean that’s where you have some pretty large embedded losses. So, they would be – we have to be really confident that, that’s the right decision to make, which I haven’t been there yet. Chris O’Connell: Got it. Appreciate the time. Thanks for taking my questions.

Thank you.

Thank you.

This concludes our question-and-answer session. I would like to turn the conference back over to Jeff Tengel for any closing remarks.

I would just like to say thanks for your continued interest in Independent Bank Corp. And I will talk to everybody next quarter.