Good day, and welcome to the Independent Bank Corp Third Quarter 2024 Earnings Call Conference Call. All participants will be in listen only mode. [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 discussions 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.

Thank you. Good morning, and thanks for joining us today. I'm accompanied this morning by CFO and Head of Consumer Lending, Mark Ruggiero. I'm pleased to report that our Q3 performance felt like a bit of an inflection point with margins improving and deposits showing continued growth. This performance reflects our team's continued commitment to developing and deepening customer relationships. As we discussed last quarter, we have one large commercial real estate office loan that matures in the Q1 of 2025, which is experiencing stress. While this loan is current and continues to pay, we proactively moved it to NPA status given the uncertain outlook and lack of commitment from the sponsor. Recall, this loan came over with the East Boston Savings acquisition and has been adversely rated since close. A sizable reserve was set up in the Q3 in anticipation of its ultimate resolution, and we are actively exploring all avenues, for resolution prior to maturity. Mark will have more on how this loan impacted our Q3 results. However, we believe it is a one-off situation and further demonstrates our long-standing position of addressing problem loans head on and not kicking the can down the road. Absent the elevated provision, our quarter was strong with all the fundamentals of our franchise intact and performing well. Pre-provision net revenue ROA was 1.54% in the quarter versus 1.47% last quarter and tangible book value is up 9% year-over-year. We remain focused on a number of key strategic priorities all centered around protecting short-term earnings while positioning the bank for earnings growth as the overall environment improves. As we've mentioned on previous calls, we are actively managing our commercial real estate exposure with particular emphasis on office, while working to create a more diversified loan portfolio. We will continue to reduce this…

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. Starting on Slide 3 of the deck, 2024 third quarter GAAP net income was $42.9 million and diluted EPS was $1.01 resulting in a 0.88% return on assets, a 5.75% return on average common equity, and an 8.67% return on average tangible common equity. And as just described in his comments, the quarter results were heavily impacted by the outsized provision associated with one large office loan, which I will be covering shortly. Many aspects of the bank's strong fundamentals were on display here for the quarter, including a $1.38 increase in tangible book value per share. We have always prioritized sustainable tangible capital growth and that is evidenced by the 9% growth in tangible book value per share over the last year despite increased provision versus our historical normal levels. Turning to Slide 4, we highlight a real franchise strength that we believe to be a key differentiator. As noted here, period end deposit balances increased slightly while average deposits grew 2.2% or almost 9% annualized for the quarter. With strong growth in non-interest-bearing business checking accounts, we are confident that the overall deposit composition has stabilized and is well positioned to reprice effectively with expected Fed rate cuts. As we often highlight, core households grew another 1% for the quarter, reflecting a consistent flow of net new account opening activity. These accounts then get nurtured by our high service level business model to build profitable relationships over time. As anticipated in our margin guidance last quarter, this return of deposit growth has allowed for a meaningful reduction in wholesale borrowings leading to an overall increase in funding costs of…

[Operator Instructions]. The first question comes from Steve Moss with Raymond James. Please go ahead.

Hi, good morning.

Hi, Steve.

Hi, Steve.

Jeff, Mark, maybe just starting on the $30 million credit that was downgraded to classified here. If I recall correctly, it has an extension, 1-year option to extend. Just kind of curious like where the recent developments here kind of make it where, like, it's not likely to extend? Or just how do we think about that workout process?

Yes. Steve, it's Jeff. One of the complicating factors here is it's a syndicated loan. And so, if they don't qualify for an extension, which is still kind of TBD as we move through the quarter, we're going to need to get an agreement amongst the bank group to either allow the extension or -- and if we do, on what terms, what's the quid pro quo. So, it's kind of a fluid situation. and a bit of the curveball that caused us to downgrade. It was the loss of the tenant that we weren't anticipating.

Okay. Got you. And then in terms of the $54.6 million loan here, is the borrower cooperating with you guys at this point? Or do you think it's more likely a loan sale or foreclosure-type evolution? Just kind of trying to get a sense there.

Yes. Hard to say at this point, but I would say it doesn't appear that the sponsors as an interest in contributing any capital, which we think is a sign that things aren't going to and well here per se, which is why we've been exploring all of the above. Like we continue to interact with the sponsor and hopefully, they'll see some value in the property. But we're prepared to take whatever action we think is necessary to include a note sale or a foreclosure, a deed in lieu, something like that.

Okay. Got it. And then in terms of in terms of just kind of the reserve for us at this point, just kind of curious if you could give us color around where that specific reserve is for [indiscernible] before 2.5%, 3% type dedication to that portfolio just kind of curious where that is today?

Yes. So certainly, as you can imagine, Steve, it gets skewed a bit now with this large of a specific reserve on that large property we were just talking about. So, if you include now the 2 loans or 3 loans that we have either taking a specific reserve or a charge-off on, I'd suggest the reserve is up to about almost 5%. But obviously, that's inclusive of the large $22 million one on this larger facility. If you were to strip out the, I guess, the individually specific reserves, the rest of that portfolio, I'd suggest is as you indicated, somewhere around that 2.5% range.

Okay. I appreciate that color. And then just curious here, obviously, that shifting definitely helps with the margin longer term. We get a positive slope. I hear you on those comments, Mark. Just kind of curious, with the capital position you guys have and a relatively low-yielding securities portfolio. What are your thoughts around maybe doing some sort of securities restructuring versus a buyback or things along those lines?

Yes. So, it's a valid question. I've always been on the opinion that the securities restructuring in many cases, can often just be somewhat of a wash in terms of ultimate valuation. And I think, to be honest, it felt like that was pretty much on display here in the third quarter when you saw rates start to come in, in some of those securities valuations actually improving a bit. So, I've always suggested you'll see tangible book value grow and have and then tangible book value per share number that is probably in the same range, regardless of whether you do the balance sheet restructure or not. And we're primarily focused on that, which is to grow tangible book value. So, while the earnings certainly looks better if you do that securities restructure, I think ultimate valuation and growing tangible book, you kind of end up in the same place. And so that's sort of been the reason we haven't been all that enamored with that. And I think further, we've allowed the securities book to really just run down over the last year. We put a little bit of that money back to work here in the third quarter. So, we did buy another $50 million or so. But from a liquidity standpoint, the goal was to have the securities be around 12% to 13% of assets where we're only slightly higher than that right now. So, it feels like we're in a much better spot just with the overall composition of the balance sheet.

Our next question comes from Mark Fitzgibbon with Piper Sandler. Please go ahead.

Just want to follow up on a couple of Steve's questions. First, on the $30 million classified loan that matures in the fourth quarter, is there a specific reserve against that?

That one does not. No. From the appraisal that we have earlier in the process, we felt good about the value there. So, there's no specific reserve on it at this point.

Okay. And then I think you mentioned that the rest of the office portfolio, excluding the one, $54.7 million loan that has a reserve of about 2.5%-ish. Some of your competitors in the market like Webster has a 6% office reserve and Citizens has a 12% office reserve in the portfolio. Do you feel like maybe this is a good time to build that, or do you feel like your portfolio is that different from your competitors that it warrants a much lower reserve level?

Yes. I mean without knowing what our competitors have in their portfolio, what we get comfortable with the risk rating allocation within that pool. So if I were to look at the breakout of our office book, $850 million of it is pass grade, risk-rated 5 or 6. And then again, if you strip out the individual evaluated loans, there's a little over $100 million, that's risk-rated 7 or 8. So what I've shared with in the past is if you do the math on -- even if you go as far as allocating, say, a 20% to 25% reserve on our risk-rated loans and somewhere around 10% reserve on our 7 rated loans. That gets you to the 2.5% total allocation that we're highlighting. So, it's really just a function, Mark, of the vast majority still being pass rating and performing well without any major concerns. And it does reflect higher allocations where we see credit concern.

Okay. And then was the $54.7 million office loan, your largest loan in that portfolio?

We have one other loan that I think is larger. That's a pass-rated credit that is it was also an acquired loan. But it's really -- we feel very, very good about it. It's a very unique property that's doing just fine.

Has a very strong sponsor.

Yes, very strong sponsor and very good tenants.

Okay. And then I think in the release, you referenced that home equity line utilization rates have been rising. I wondered if you could share with us what those are. And also, I'd be curious on commercial line utilization rates, what those are trending like.

Yes. So, home equity utilization, not big changes, Mark, but it went from about 34.5% to a little over 35%, which is still below where we saw sort of pre-COVID levels. But has been a little bit of an uptick driving some of that outstanding balance growth you saw. General C&I utilization rates are actually under 30% right now. I believe for the September period is around 28%. And so that certainly has -- like we said, muted, what we've seen is pretty good closing volume on C&I activity. We're just not getting the utilization to drive balanced growth. And construction is another portfolio where you're seeing utilization, I think that's down to about 55%, where historically, we've seen construction utilization north of 60%.

Okay. And then lastly, I guess I'm curious how you'd handicap the probability of being able to get acquisitions done, say, in 2025? I know the rate marks look a little better and there's probably some management teams that are tired and eager to do something. But you're in a market where there's not a lot of logical targets how would you sort of handicap it from the outside looking in the probability of being able to do acquisitions over the next, say, year or so?

Well, I mean it's hard to predict activity and a sign-up probability to it because, as you know, banks are sold, they're not bought. And you're also right that there's just not as many banks in Eastern or even Central Massachusetts that would kind of fit our target profile. So, the kind of the pond, so to speak, is definitely a bit smaller. I know I've said in the past that we wouldn't rule out continuous market, so that would include Rhode Island or Southern New Hampshire. But generally speaking, I think the probability or, I would say, the possibility of us doing something -- I feel like we're well positioned to do something other than we think our stock price could be a little bit higher and give us a bit more juice in our currency. But out in that, the other aspects of our bank are performing really well, as we just talked about. And so, I wouldn't rule it out if we found the right candidate, but it's all about finding the right candidate. We don't feel pressured to do anything if the numbers don't work, and we can't get the synergy that would come with the deal.

Okay. So, given that, you think the stock is undervalued and you have plenty of capital, should we presume buybacks during the quarter?

I mean I'll let Mark answer in a second, but it's something that we talk about, if not every ALCO meeting, maybe every other. So, we're -- we talk about it quite a bit, and it's just a matter of when we think it's prudent and when we think it's not.

Yes. Not too much more to add to that. I think as you know, we were active earlier in the year. We did hit the pause button on a bit there. You've seen a lot of sort of volatility in our stock price, which again, kept us on the sideline a bit. But I think having something in place to be opportunistic makes sense given our absolute levels of capital. So, I think it's a fair point to be sort of expecting something along those lines.

Our next question comes from Laurie Hunsicker with Seaport Research. Please go ahead.

Wanted to go back to office here. So, the $30 million Class A, that is your only financial district exposure, is that correct?

I wouldn't say it's our only one, but it's our only meaningful one. We have like a couple of other much smaller performing well kind of in the relationship oriented. So, this is the only meaningful financial district office exposure in the portfolio.

Got it. Okay. And then from my notes, I had previously, this was 85% occupied. And so, I guess you guys lost a tenant, where does that take occupancy? And then did that push debt service coverage ratio down to less than one?

I don't know if it's less than one. So, I don't have that handy, but it took the occupancy down to 77% from 85%. And they've also -- some of their more recent new tenants in this building are burning off of free rent period, which has also put some near-term pressure on the debt service coverage. And so, I think the mix of those two things is what's creating a lot of the conversation we're having today with the agent bank and the client about how we move forward.

Got it. And sorry, who was the lead bank on this one?

Morgan Stanley.

Morgan Stanley, yes.

Okay. Okay, great. And then just going over to your $54.6 million, and I understand that most of the $19.5 million loan loss provision in the quarter, was due to this, but what was the exact dollar amount? I mean, we -- you see the reserve is sitting at 22%. But what was the exact dollar amount that allocated to this credit?

So, technically, where we did not have a specific reserve on the loan last quarter, it had a general allocation that was relatively small, call it, $1 million or so. But as you know, Laurie, we had been increasing the reserve both the last couple of quarters without any charge-off activity. So that's all done through the qualitative factors, which is sort of a pooled approach, but it's heavily influenced by some of these larger credits that we knew were coming on the horizon. So, I would -- I'm comfortable suggesting even though on paper, it looks like $21 million of the provision is associated to the loan, there was some level of indirect build within the qualitative factors that were heavily influenced by this loan. So, you could probably suggest that somewhere in that $19 million to $21 million range was sort of the needed provision for the quarter, specific to that. Does that make sense?

Yes. That makes sense. That makes sense. Okay. Really appreciate all the details, obviously, you give. Previously, I had your office maturities and full year '25 was $219 million, and I didn't see that on Page 8 this time. You just have a quarterly breakdown, it looks like that ends partway through '25. Do you have a new figure on what your maturities look like for '25?

Yes, there should be a chart about -- right above that or that has the calendar year breakdown of maturities. But it's -- so it's 19% book, which I don't have the exact number, but I'm doing it right now. Yes, about $200 million?

Yes. No. Okay. And it was right here. My apologies.

Of that $200 million, Laurie, is the $55 million loan, too. So, keep that in mind.

Yes.

Right. And then -- yes, and to that point, I had remembered you guys had another adversely rated loan that was $20 million maturing in '25, but there were more LOIs coming in on that. Do you have an update on that credit?

Yes. That's actually a positive development. In fact, we've executed an extension out to 2026 now. So, it's technically not in the 2025 maturities for this quarter. But that sponsor has been able to sign either existing leases or LOIs now for 50% of that space, and there's other LOI interest ongoing as well. So that's actually improved from a credit profile versus the last quarter, and we feel good about that one.

Okay. Yes, because that one started the year was like almost 100% baked in, is that right?

That's right. It was essentially a spec lab facility.

Yes. And so, it's extended out to year-end 2026.

Right.

And it's kind of a positive velocity.

Perfect. And so, I guess as we look on the horizon, really, it's just these three credits. The one you just reserve, obviously, the one that's upcoming in the fourth quarter and $20 million seems to be counted. There's nothing else that -- and obviously, I appreciate that you're going to have bits and spurts and you guys give so much good detail. But there's nothing else out there that is large that you look at and say, "Wow, we have to be thinking about this."

I mean there's always some one-offs. So, in full transparency, there's a new criticized office loan, if you were to look at total criticized and classified specific to office versus the prior quarter. And that is also a 2025 maturity. This is -- it's about a $15 million loan, I believe. Yes, $15 million, still sort of early innings in terms of understanding sort of the ultimate resolution. But this is at one point, looking to be converted to lab space, but then in terms of dealing with the market and understanding demand actually for some new office space, they sort of repurposed some of the facility back into office space. So, it's a little bit of a unique one where the appraisal contemplated all office and suggest it's still under 90% LTV and is close to 65% as a stabilized unit. But given some of the fluidity of that and uncertainty around true occupancy and tenant levels, we just felt it was appropriate to downgrade that to a $7 million. So that's a fourth quarter 2025 maturity that we obviously have our eyes on, but the rest of the book, as Jeff indicated, is past rating, we're not seeing anything that gives us major concern. So, any loan, let's call it, over $10 million that has a little bit of uncertainty. I think we've probably provided as much detail as we can at this point on all those.

Okay. And then just one more question. Your lab exposure, that's included in the $1.042 billion, or that's separate?

It is. It's included.

[indiscernible] total lab exposure of your $1 billion?

Well, we have what we call medical is about $88 million. Double check if that's all, if there's other lab, that's not in there or not. So, I don't have a specific…

Yes. My gut feel is it might be a little bit north of that, but it's not a lot north of it.

Okay. Great. That's really helpful. And then just circling back to margin, do you have a spot margin for September?

I do. It was 3.30% for September.

[Operator Instructions]. Our next question comes from Chris O'Connell with KBW. Please go ahead.

Hi, good morning. So just one quick question just to clarify and put the office discussion. So, for second half of '25, 3Q and 4Q '25, what's the total dollar amount of criticize and classified?

I believe it would just be the one new criticized, we just talked about, the $15 million. There might be one other small $3 million actually, I don't know what quarter that's maturing in. So, call it $15 million to $18 million, something like that.

Great. And then so as you think about the margin longer term and kind of like a normalized or positively sloping yield curve environment like where do you think roughly that range is?

Yes. I'm hesitant to give a number, Chris, just because there's so many variables around the slope of the curve that. And depending on the time line of what you want to assume for just repricing benefit. So, I think the guidance that I would sort of just suggest is the best way to think about it is if the Fed cuts, as I mentioned, you could take 20% of whatever that Fed cut is and assume you'll you lose that on the loan side. But long term -- longer term, you get 30% to 35% benefit on the deposit side. So, we positioned the balance sheet to be more liability sensitive on the short end of the curve, which gives you anywhere between, I'd say, 5% to 10% margin expansion immediately on the short end of the curve. And that -- the caveat to that is it needs to be reflective of CDs repricing in a little bit more of a longer term. That's not what you're going to see the quarter after a Fed cut announcement, but it's not that long after, right? It's probably two quarters or three quarters after where you get full deposit repricing and you get lift on the short end of the curve. And then I think the variable that is tough to predict is what time period you want to suggest we continue to see longer-term asset repricing. So that's sort of why I gave the guide around how much of the book is subject to sort of a cash flow churn where we're getting 100 basis points to 150 basis points of improvement on spread. If you were to run the math on that, I'd say that equates to about 2 basis points or 3 basis points lift on a quarterly basis to the margin. So that's existing yield curve. It's -- like I said, it's not assuming you'll see much lift in the longer end. But even where it is today versus the yields that are maturing, that does give us a nice 2 basis points to 3 basis point lift each quarter. So, I think that's the math that, again, you could sort of apply assumptions to the slope of the curve and sort of extrapolate where the margin could go.

Got it. And I guess, like said another way, like is there anything like structurally different if we had a positively sloping yield curve and the dynamics played out over a long enough time horizon where everything kind of reprice and set where you guys couldn't have a NIM back in like the 3.85% to like 4% range like in 2018, 2019?

I think that's a fair potential. I think if you take sort of that deposit beta conversation and apply that to sort of future expectations, say, Fed funds gets down to 3%, I believe we have a deposit base that could differentiate and land in a, call it, 1% to 1.25% cost of deposits. And if you have the longer end of the curve moving up and you can get loan pricing back or consistent in the mid-6s, and that creates a nice spread loan to deposit that drives the vast majority of our margin. And I think that is -- that's a real formula there where I think you see the margin expand to the levels you're talking about. So, I think the fundamentals and the balance sheet composition is certainly there, to your point.

Great. And just to kind of confirm the timing of the trajectory. A little bit of pressure in the fourth quarter. And then say, we're getting 25 basis points a quarter of Fed cuts kind of consistently. And I know you said it depends on the timing of the CDs. But I mean the CD schedule, it looks to be that the vast majority of them are repricing here in Q4 and Q1. So, I mean when do you think that the NIM would start to make that turn in the upward trajectory? Would that be in 1Q '25 or 2Q?

Yes, I think to your point, it's -- as it sits here today, I guess, if there was no other cuts, the vast majority of our CD reprices in the next couple of quarters. So, I think it's only a one or a 2-quarter lag as we sit here today to have the CD benefit sort of fully offset the loan. A little of that will be dependent on what term our customers will be renewing into. Again, we're keeping promotional money on the short end of our ladder from a CD maturity perspective for that exact reason. So, I don't want to truly predict where CD demand is going to go for a term. But if they continue to look for rate, if that's the primary driver, and we're able to keep the majority of our CD book under 6 months. I think it becomes a one-quarter lag, give or take, after a Fed cut where you start to see the benefit outweigh. Does that make sense?

Yes. No, that makes sense. If we're getting consistent cuts, I guess I'm just trying to figure out if you're saying that the NIM is not going to start to turn positive after a cut or two even if we're getting consistent one cuts a quarter.

Yes. No, yes, I see what you're saying in that. That's not what I meant to suggest. So, I think compared to where we are today, I would suggest mid-2025 would be a fair inflection point of turning positive. And then there's just going to be sort of a little bit of noise just depending on how severe some of the cuts are and the timing of the cuts as to quarter-over-quarter, whether you'll see expansion or not. But in general, I think mid-2025 is where you'll see more of a positive lift.

Okay. So basically, after these first couple of quarters, you're seeing...

Yes, I think getting this larger CD repricing behind us, feels like the inflection point in my mind.

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

Thanks. We appreciate your continued interest and support. Have a great weekend, everyone.

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