Good morning, and welcome to the INDB Independent Bank Corporation's Second Quarter 2023 Earnings Call. 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 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 may be 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 also note that this event is being recorded. I would now like to turn the conference over to Jeff Tengel, CEO. Please go ahead.

Good morning, and thanks for joining us today. I'm joined this morning by CFO and Head of Consumer Lending, Mark Ruggiero. Our second quarter performance was a solid one marked by healthy new loan volumes with moderating attrition, stable deposit levels, higher fee income, contained expenses and ample liquidity and capital. While the current rate environment continues to pressure earnings in the banking industry, we are continuing to act on our long-standing strategies and are well-positioned when things begin to turn. Mark will take you through the quarter, but I'd first like to offer some observations following my first full quarter as CEO. Beyond addressing the current industry dynamics, my efforts have been focused on continuing to personally engage with all of my Rockland Trust colleagues, deepening my understanding of individual business units and sizing up additional growth opportunities for future consideration. In a nutshell, I came away even more impressed and excited about our franchise and the opportunities in front of us. Rockland Trust has a solid foundation and a number of attributes that position us for future success. We operate in markets with highly attractive demographics that has guided our thoughtful acquisition and organic growth initiatives over the years. It's a market with household income levels and projected growth that are above national averages with multiple growth industries and a deep labor pool arising out of the many universities in the region. We have a business mix and a full suite of commercial and consumer product offerings, which meets the increasingly sophisticated needs of our client base that is complemented by a large and scalable investment management business and an extensive retail branch network. Our footprint now extends from Greater Boston, West Worcester and down through Cape Cod and the islands with number one share in key local…

Thank you, 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. As Jeff hit upon many of the themes noted on Slide 2, I will move to Slide 3 of the deck which summarizes our second quarter results and key drivers. 2023 second quarter GAAP net income grew to $62.6 million and diluted EPS of $1.42, which reflected modestly higher loan balances, stable deposit levels, competitively higher funding costs and higher fee income along with the full quarter benefit of our first quarter buyback activity. These results produced a 1.29% return on assets and 8.78% return on average common equity and a 13.54% return on tangible common equity. And despite additional other comprehensive losses, tangible book value grew $0.57 or 1.4% in the second quarter. I'll now discuss the primary drivers behind the second quarter results as highlighted on this slide. As we move to Slide 4, we will focus first on deposit activity which remains top of mind. Total deposits declined minimally by $24.1 million or 0.2% to $15.25 billion when compared to last quarter. While the cost of deposits increased from 59 basis points in Q1 to 85 basis points in Q2, driven primarily by a continued shift to a more normal overall funding profile. The modest balance change for the quarter reflects a meaningful stabilization of our overall deposit balances. Our long-standing focus on core relationship accounts drove a healthy 1.1% increase or 4.4% annualized in total households for the quarter, as we are really starting to see our award-winning customer service and market reputation really resonate with both existing and new customers amidst the market disruption in our footprint. Continuing to focus on the strength of our…

We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Mark Fitzgibbon with Piper Sandler. Please go ahead.

Hey, guys, good morning. Good morning.

Good morning, Mark.

First question I had for you is on that $14 million credit that went non-accrual this quarter. I'm curious is it alone in Boston? And I was also curious what the LTV looks like on it and whether you have had a reappraised yet?

Yeah, it's actually -- so it's not in downtown Boston, which is why you don't see it in kind of our financial bay, Financial District Back Bay exposure. So it's a suburb of Boston, it's a little bit of a unique story markets actually. We're still in the process of negotiating with the borrower. It was set to mature back in May, I believe. So it's only 60 days past due, but we thought given kind of the process of working out with the customer now that we put it on discretionary non-accrual as we do not have any sort of formal forbearance or modification executed at this point. So we're in discussions with the borrower. There is a level of vacancy in the facility that has challenged operating cash flows, but we're continuing to work with that borrower in hopes of getting it to a more stabilized condition, but we just thought at this point, we take a conservative approach imported in non-accrual, but we're continuing to work with that borrower.

And do you have a sense for what the rough LTV on that is, Mark?

Yeah. Our most recent appraisal also helped us to make that decision that we felt there was a deficit in terms of the appraised value compared to what it is on the books at. So we've actually set up a specific reserve to the tune of about $4 million at the end of the second quarter based upon the recent appraisal.

Okay, great. And then secondly, on Page 10 of your Slide deck, which was super helpful. Thank you. Am I reading it right that about 40% of the office book will mature or reprice within the next two years?

Yeah. We have about 22% of that will actually mature within the next two years. And then we have adjustable rate loans that we're looking at. We will come up for a new rate reset within the next two years, and that's another 19% or so.

Okay. Any thoughts about, maybe, trying to sell some office nodes shrinking exposure given where we are in the cycle with this stuff?

I don't think so. Not at this point. We still feel pretty good actually about our underlying portfolio and the underwriting historically that we've done on that. So I think we're going to hang in there. I think a lot of our customers are going to work with us. We've seen some of that already as we've been proactively reaching out to them. And there is a practical reality that I don't think there's a lot of buyers, at least not at the levels that we'd be comfortable with.

Okay. And then I saw your comments on provisioning being somewhat dependent on office portfolio trends. Should we take that to mean that there could be some more sort of swings in the provision, larger swings than maybe we're accustomed to seeing on provisioning levels?

Not necessarily, Mark. What I was trying to get out there is, I think what you've seen over the last few quarters for us. The provision there has really been tied to the movement of one or two large credits. But as we sit here today with the one loan, we were just talking about that moved into nonperforming, right now we have no other nonperforming or delinquencies within that office pool, which is where we see the most risk. So, I think we're feeling good about credit. We're continuing to monitor, obviously, the subset of the portfolio, you referenced in terms of what's coming due is where we're spending a lot of our efforts, but right now looking out on the horizon, things are looking pretty good. So I think, barring any movement into non-performing, we should see some stabilization on provision.

Okay. And then lastly, what do you think the cumulative deposit beta looks like when we sort of fully get through the cycle, the rising rate cycle? I think to date, the cumulative deposit betas like 16%. Where do you think that settles out?

Yes, it's a great question and how I think about it, embedded in that margin guidance we've provided in terms of how we're thinking about where the level would stabilize. That would suggest our cumulative deposit beta probably gets to about 20% or so, maybe slightly higher than that. But I think that's, as I said, all through the cycle, that's right in the range that we've always talked about and think about the performance of our deposit franchise. It's consistent with how we do a lot of our ALCO modeling. So it's been comforting to see that through the cycle beta as we'll probably get to the point that we've always thought about.

Thank you.

Thank you.

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

Hi. Good morning.

Hi, Steve.

Maybe just following up on the deposit beta there. Just you mentioned toll deposit beta, Mark. Just curious, like, in terms of the level of remixing you're assuming there is maybe just a little bit more noninterest-bearing to interest-bearing remix. Is that a fair?

Yeah, I think that's -- yeah, tough to pinpoint an exact number there, but it does -- certainly, I think the pace at which you've seen the migration over the last couple of quarters will flow. But I think there's still probably a bit more to go. When I look at our -- where we've been historically in terms of noninterest-bearing demand deposits, I look at pre-COVID, we were around 29% of our total deposits being noninterest-bearing. Right now, we're sitting at about 32%. I'd like to think we can stay hopefully in that 30% range, maybe we get back down to low 20%. But I think there's a very positive path there going forward.

Okay. Appreciate that color. And then in terms of just on loan pricing here, curious to see where new loans are coming on the books. And you mentioned you had a pretty healthy pipeline, just kind of what you're expecting to come on later this year for yields?

Sure. New originations. It's -- I talk about it. It's really the story of the fixed and variable dichotomy right now. So as you can imagine, in terms of at least what we closed in the second quarter on the fixed rate side, a lot of that was in the resi portfolio. And on the commercial side, the fixed rate pricing is still pretty competitive when you're looking at the middle part of the curve. So, a lot of what we put on the books was around 6%. I'd say that's shifting more towards mid-6s when you think about true fixed-rate exposure. But on the flip side, anything priced variable, whether it's off of [SOFR] (ph) where we're continuing to still see decent credit spreads or prime-based lending. A lot of what we closed in the second quarter was mid to high sevens and that will continue to trend upwards probably into the high sevens and even 8% in a lot of deals. So if you look at the mix being probably pretty equal or certainly prioritizing and looking to do a bit more variable rate lending going forward. I'd imagine the all-in rate on new originations would be around 7% going forward.

Okay, that's helpful. And then in terms of just -- in terms of the pipeline, your guidance is for -- relatively stable for the second half of the year. But you guys sound a little bit upbeat about the potential for maybe some growth given your pipeline. Just kind of curious to maybe tie that out a little further.

Yeah. So the flatness that we're thinking about over the second half of the year really comes about because of the ongoing amortization in the portfolio and then a little bit of attrition, but we do feel good about the value proposition that we have in the marketplace and the stability of the franchise. So, we've continued to support our existing customers and are actively prospecting for new customers and some of that prospecting is starting to pay off in the form of new business. So we feel like we have a pretty engaged and active sales force and expect to be able to take a little bit of market share in the second half.

Okay, great. Appreciate all the color. Thank you very much.

Thank you.

[Operator Instructions] Our next question comes from Chris O'Connell with KBW. Please go ahead. Chris O’Connell: Good morning. Just wanted to circle back on the office portfolio and see if you guys had a total reserve for the entirety of the portfolio, not just the one credit migrated -- that migrated this quarter?

Yes. It's pretty consistent with the total overall allowance, Chris, in terms of specific allocation to that portfolio. Chris O’Connell: Okay. Got it. And then, just wanted to get a sense of, from a strategic standpoint, there's been a lot of disruption in your markets. Have you guys been looking at a lot more hiring opportunities? If so, what types of teams or personnel are you guys most looking to add on a go-forward basis?

So, we continue to be really opportunistic in that regard. I've always been a believer that you win with the best people. So when good people become available, we tend to be pretty active and responsive to that. I think we have a good story to tell in terms of attracting good people. We find that we're most successful getting people that are coming from some of the larger banks in the region that find the idea of working for Rockland Trust is a compelling position, because we have a lot of the same capabilities that the larger banks have, but we're much more nimble and we're able to react a lot quicker. The thing that we like about hiring people from that pool is they typically come to us with good credit skills and pretty savvy bankers and they fit well with what we're trying to get accomplished. So we'll continue to -- we've had some success in the first half of the year. We've hired four or five new people from that pool I just described, and I would expect that we'll continue to be opportunistic over the second half of the year. Chris O’Connell: Okay. Great. And does that -- do those hiring opportunities, is that put any pressure on to the overall expense base headed into 2024? Or do you guys have the ability to kind of offset in different areas? And maybe if you could just go into a little bit more detail on the core platform enhancement that you mentioned in the prepared comments?

Yeah, I think to answer the first question, Chris, I wouldn't anticipate that to have a meaningful impact on the expense run rate going forward. I think, as you mentioned, we're obviously staying very focused on where there is levers to offset where we think it's prudent to continue to make investments in the future. So I think we're finding -- we are doing a good job of finding that balance to keep any sort of expense increase in check. And I think we'll certainly be able to continue to do that despite looking to be aggressive on hiring in areas where Jeff mentioned makes sense. In terms of the technology spend, yeah, so we're really upgrading our core provider, primarily, a lot of the functionality will drive further efficiency here internally. There's a much better user interface for the internal folks, much better kind of risk and governance system settings, et cetera. So there's a little bit of a one-time spend as we're working with some consultants to help us kind of think about how best to not only put that technology in place but to use that to really think about our processes as well and make sure we have the right efficient process that will take advantage of the technology upgrade. So, there's some commitment from an expense standpoint in that sense, but the technology spend is, I believe, all in about $1 million, $1.5 million that will be a bit over time. So again, it won't create a big impact, I think, in any sort of quarter or run rate to the expenses in total. Chris O’Connell: Okay. Got it. And I know that after the big slug of repurchases in the first quarter, you guys were looking to take a little bit of a pause just given the overall economic environment that we've had since then. But obviously, I mean, capital levels are really strong all around TCs now at 10% and the guidance does implies pretty minimal balance sheet growth here for the next couple of quarters. Have you guys thought about whether there will be additional repurchases at some point in the back half of the year or into 2024? And I guess, if not, what would trigger that decision?

Yes, I think your question hit on a lot of the things that we're constantly talking about and considering in that decision, Chris. Certainly, absolute levels of capital remain very strong. And we certainly think there's opportunity to look to deploy capital in that sense and rightsize capital a bit. But we will obviously and continue to be very cautious around just ensuring the stability of the franchise as a whole. And a couple of things that are certainly pointing in the right direction. We talked about the deposit stabilization in the second quarter. And I think that's a really strong indication of things getting back to normal heading into the second half. And then certainly from a credit standpoint, we're monitoring some of these individual credits that we've been highlighting in the materials, but all in all, we still feel very good about credit. So I think a lot of the things we've been weighing and thinking about in terms of that decision are becoming more clear. I'd like to think there's a stronger opportunity for buyback here in the second half. We haven't made a final decision on that yet, but I do think it's certainly reasonable for us to get to a point where we think that makes sense and we'd be comfortable with it. Chris O’Connell: Okay. Got it. And just last one for me. Outside of the office portfolio here, I mean, obviously, you kind of talked about general CRE, but is there any other pockets of stress that you're seeing either within your portfolio in your markets? Or areas where competitors are being aggressive on either pricing or structure where you might just be kind of pulling back on or having additional caution on at this point in the cycle?

Well, in the first part of your question, we're not really seeing any particular stress in any other parts of the portfolio or feel like we are seeing signs that are giving us pause or that we're pulling back per se. We feel, again, really good about the historical underwriting our company has done, which kind of leads into the second question, which is, we've always been very disciplined around both the pricing of our loans and the credit quality of our loans, and that hasn't changed. And so, we typically aren't going to chase stuff as the market heats up. And I think to some extent, certainly in some sectors, it feels like it's coming back to us in terms -- other competitors are starting to get more conservative and they're moving to a place where we've always been. So we feel pretty good about the messaging that we have out in the market and our ability to compete. We historically haven't competed on rate and structure, and we're not about to. But I think, again, that just speaks to the historical credit quality and operating performance of our company and the type of customer that we've had over the years. Chris O’Connell: Yeah. Okay. That's -- Appreciate the color there. That's all I have for now. Thank you.

Thank you.

Our next question will be a follow-up from Mark Fitzgibbon with Piper Sandler. Please go ahead.

Hey, guys. Just to clarify one of the responses to Chris' questions. Did I hear correctly, Mark, you said the reserve on the office book is consistent with the rest of the portfolio. And so I think the office book is $1.1 billion, so roughly 1% reserve on total loans. So you have about $11 million of reserves against the office book. Is that correct?

Yeah. I don't have the exact number, but we don't have necessarily a meaningfully noted elevated reserve against it. We have qualitative factors that kind of looked at commercial real estate as a whole. We've certainly ticked up a bit there because of the office exposure. And just keep in mind, we have the specific reserve on the one that isn't nonperforming. So, we have a general, call it, one maybe slightly higher than that allocation over and above that specific reserve as well.

Got you. Thank you very much.

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

Thank you. We are fully cognizant that there is no shortage of uncertainty regarding the current macro environment and its impact on near-term earnings. In that context, I would close by underscoring that we are well situated to absorb its challenges while positioning ourselves to take advantage of opportunities when the environment shifts. That confidence emanates from our excess capital position, combined with strong internal capital generation, scalability of our franchise, stable core deposit base, attractiveness of our brand and community banking model a track record as a proven operator and acquirer and a conservative balance sheet, providing downside protection. Thank you for your continued interest in Independent Bank Corp.

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