Good morning, everyone, and thank you for joining us today for Old Second Bancorp, Inc. Fourth Quarter 2024 Earnings Call. On the call today are Jim Eccher, the company's Chairman, President and CEO; Brad Adams, the company's COO and CFO; and Gary Collins, the Vice Chairman of our Board. I will start with a reminder that Old Second's comments today will contain forward-looking statements about the company's business, strategies and prospects, which are based on management's existing expectations in the current economic environment. These statements are not a guarantee of future performance and results may differ materially from those projected. Management would ask you to refer to the company's SEC filings for a full discussion of the company's risk factors. The company does not undertake any duty to update such forward-looking statements. On today's call, we will also be discussing certain non-GAAP financial measures. These non-GAAP measures are described and reconciled to their GAAP counterparts in our earnings release, which is available on our website at oldsecond.com on the homepage and under the Investor Relations tab. Now, I will turn it over to Jim Eccher. Please go ahead.

Good morning, everyone, and thank you for joining us this morning. I have several prepared opening remarks and give my overview of the quarter and then turn it over to Brad for additional details. I will then conclude with certain summary comments and thoughts about the future before we open it up for questions. Net income was $19.1 million or $0.42 per diluted share in the fourth quarter of 2024, and return on assets was 1.34%. Fourth quarter 2024 return on average tangible common equity was 13.79% and the tax equivalent efficiency ratio was 54.61%. Fourth quarter 2024 earnings were significantly impacted by several items. First was a $3.5 million provision for credit losses in the absence of significant loan growth, which reduced after-tax earnings by $0.06 per diluted share. We also had $1.7 million in OREO write-downs or $0.03 per diluted share. And lastly, a $1.5 million merger-related expense or just shy of $0.03 per diluted share. However, despite all this profitability will second remains exceptionally strong and balance sheet strengthening continues with our tangible equity ratio decreasing only modestly from last quarter, due to dilution to tangible equity from the First Merchants cash acquisition in the fourth quarter of 2024. The tangible equity ratio increased by 151 basis points over the past year to end to end at 10.04%. Common equity Tier 1 was 12.82% in the fourth quarter, and we feel very good both about our profitability and our balance sheet positioning at this point. Our financials continue to reflect a strong and stable net interest margin, even as market interest rates declined. Pre-provision net revenues remained stable and exceptionally strong. For the fourth quarter of 2024 compared to the prior year like period, income on average earning assets increased $1.6 million or 2.1%, while interest expense…

Thank you, Jim. There's not a lot of controversial for me to talk about. So I'll add a few comments and then pass the puck back to Jim. But I don't really feel the need to be much up on the soapbox this quarter. But net interest income increased by $1 million to $61.6 million for the quarter relative to the prior quarter of $60.6 million and increased $349,000 from the year ago quarter. Tax equivalent securities yields decreased 10 basis points and loan yields were 12 basis points lower in the fourth quarter compared to third quarter. Total yield on interest-earning assets decreased 11 basis points. That was more than offset by a 7 basis point decline in the cost of interest-bearing deposits and a 22 basis point decrease to net interest-bearing liabilities in aggregate. The end result was a 4 basis point increase in the tax equivalent NIM to 4.68% for the quarter from 4.64% last quarter, which we believe continues to be exceptional performance. Deposit flows this quarter continue to display signs of seasonality and stabilization. Average deposits increased $114 million or 2.5% and period end total deposits increased $303 million or 6.8% from the prior quarter, primarily due to the deposits acquired from First Merchants branches. Deposit pricing in our markets remains exceptionally aggressive relative to the treasury curve and is largely pricing overnight borrowing levels. Public funds provided a bit of a headwind this quarter as fixed income markets offer an attractive alternative. It's always nice when I don't have to go out on a NIM with a claim that the forward curve is nonsense. It's the first time in a little bit. Relative to last quarter and many times over the last 2 years, expectations have become much more realistic relative to absolute economic…

Okay. Thanks, Brad. In closing, we remain very confident in our balance sheet and the opportunities that are ahead for Old Second. We are pleased with the progress we made on credit, not only this quarter but for the entire year, and we're optimistic that future quarters will be very good on this front. Our focus remains on assessing and monitoring risks within the loan portfolio and optimizing the earning asset mix in order to maintain excellent profitability. Net interest margin trends are perhaps a little more resilient than some expect and income statement efficiency remains at record levels. I'm proud of the year we had in 2024 and very optimistic about the year ahead. That concludes our prepared comments this morning. So I'll turn it over to the moderator, we can open it up to Q&A.

[Operator Instructions] Your first question is coming from Jeff Rulis with D.A. Davidson.

Really just a couple of follow-ups, maybe for Brad, on the margin, it seems as if you've digested the rate cuts pretty well. And we've poked at the terminal level before, got your comments about maybe a slow drift in '25. Any other kind of color in terms of if we see a couple of cuts, the impact there? Or is that inclusive of kind of your expectation for a slow pullback in the margin?

So you force me up on my soap box, Jeff. I don't really see a mechanism for further rate cuts. I see fairly persistent sticky core inflation, and I see fairly strong underlying both employment and macro trends overall. But that being said, I do realize that some do want to talk about 1 or 2 more. I think if we get to more, I think you're likely to see us trend towards kind of a $4.35 to $4.40 margin eventually, but it will be a slow path to get there. I feel pretty confident that what is ahead has us significantly above the 420 margin level. I just don't see a significant margin contraction overall.

Brad, and if there are no more cuts, something better than 440 then in that --

That would be my expectation, yes.

One thing. Merchant’s acquisition closed very early in December so we did not have a full quarter benefit on the interest expense savings on the FHLB borrowings.

Now we've had some benefit this year there are some things, obviously, at a level of detail that people don't often see. We had a couple of hundred million of received fixed swaps that matured in 2024, which helped us with margin stability. And by design, we had a ton of bonds that matured through a laddering that allowed us to reinvest at higher rates. It was well managed. The cash flows were well planned. And that has contributed to our margin stability that was probably much better than anybody expected.

Appreciate it. And then just a follow-up on the expense side maybe the 4% or 5% growth, is that off of a base of reported full year '24 --

Ex the merger stuff. Ex the nonrecurring stuff. We try to be pretty transparent with what we call nonrecurring, if you ex that out, the core on an operating basis, and I know you can get to this number is we're targeting a 4. And the bulk of that, the bulk of our drift on the expense side is in the employee benefits caption we are seeing significant increases across those in terms of what our expectations are. We may do better than that. We certainly have in the past. And I yell at our HR department about it all the time that they live on it in order to look like heroes. But as we sit here today, it looks like there's some significant inflation in that number.

Okay. And that was --

I got about 7 HR people on the call right now, too. So I know they're all just rolling their eyes right now.

Love it. The -- I guess, the 4% potential growth would be inclusive of merchants on a full quarter basis. That's inclusive of that expectation, right?

From an operating expense standpoint, First Merchants added about $400,000 in OpEx for the December month that they were with us. Obviously, we didn't get a lot of loans with it, but we do -- we don't have to pay for overnight borrowings because the deposits are here. And our funding mix with zero overnight borrowings isn't going to look like this for very long. Something will happen. Balance sheets will be managed and whatnot. But that's as we sit here today in terms of what the impacts are.

Your next question is coming from Chris McGratty with KBW. Seems Chris has left the queue. Your next question is coming from Nathan Race with Piper Sandler.

Brad, maybe you could just help us a little more so on the margin front. Maybe just as you guys absorbed the full impact of 100 basis points of rate cuts in the fourth quarter, what's kind of a good starting point for the margin in 1Q? And if the Fed remains on pause, can you just update us on kind of the cadence from there? Or if you maybe get 1 cut in July, how that would impact?

I feel like kind of 462 is where we sit right now. And if the Fed cuts in July, that will shape 7, we'll bleed down 2 or 3 in order the time to get there. I feel like we'll believe down 2% to 3% per quarter and an additional rate cut would take out about 7%. So the biggest impact for us because we're so short duration, and this is what makes margin guidance so difficult is because whoever it is that's pouring money around on Fed fund futures and its impact on SOFR. SOFR can move and has moved 100 basis points intra-quarter on the short end. That's going to move our loan yields around. And I don't know when that's going to happen. It's rational now. And what I'm talking about now in terms of bleeding out 2 to 3 per quarter, and then 7 basis points on a Fed rate cut, it assumes there's no schizophrenia in terms of SOFR or OIS rates. But obviously, they happen. And -- it's not really fair to say. Brad, you're an idiot you're wildly wrong when those rates jump around 100 basis points since I last said something. So -- right now, as I said, there's a fair amount of rationality in terms of what interest rate futures are. And that both makes me feel better and less crazy and also gives me a little bit more confidence in terms of directing people for what 2025 can look like.

Okay. Got you. And just to clarify, are you suggesting you're at 462 coming out of the fourth quarter because I think you guys posted 468 in 4Q?

I'm feeling like if you asked me what margin was going to be in the first quarter, which is what I thought you were doing, I would guess it's going to be 462.

Got you. Thanks for clarifying. Just within that context, you're thinking mid-single-digit growth this year. So can you just update us in terms of how much cash flow you have coming off the bond book to fund that? And to the extent maybe there's a shortfall kind of what your deposit gathering aspirations are in 2025?

Bond portfolio, we'll probably get about $250 million off of it this year. Which would entirely fund loan growth if we so elected. That being said, there have been times over the last 6 months for bond portfolio yields and the type of assets you get have been exceptionally attractive. We have picked at things whenever investors -- if you recall in middle of 2024, investors were thrilling up variable rate securities and the value in the most tremendous and that's really the last thing that I wanted to be doing, but you take what's out there, and it's worked out very well. I would like for duration to be more attractive than variable, but it hasn't been. It's slightly better today than it has been over the entirety of 2024. I would say that when you've got some stability in rates, our bias is towards more asset growth than not. So I would be interested in even supplementing loan growth with loan purchases if there's value out there. We got a lot of levers. We've got a lot of flexibility. We've got a lot of capital. Our balance sheet is in very good shape, and we got a lot of cash coming at us. And we're making a lot of money. So things are pretty good.

Right. Yes. And speaking of all that capital that's building or has built and we'll continue to build -- would be curious to get your updated thoughts on what you're seeing in the M&A environment these days. And if you're feeling may be less optimistic on that front, maybe what it would take for you guys to reengage on share repurchases?

Yes, Nate, all we'd say around that is discussions are active and ongoing.

In terms of buyback, I'm not all that price sensitive. When you're earning at the levels we are and at the relative valuations, there's nothing that would preclude a buyback at these levels.

Your next question is coming from David Long with Raymond James.

Just wanted to go back to the expenses. Just as you're thinking about 2025, I want to make sure we're clear here on the expectation you're at $42.8 million, maybe $1.8 million added to the OREO. So you are at $41 million. If you add in a full quarter First Merchants that comes up again closer to $42 million. Is that the number we're looking at the growth based on? Or is it simply the number for the year that you posted, that you're talking 4%.

It's the number for the year ex the merger related and the OREO.

Okay. Great. That's very clear. And then the other thing I wanted to ask about was just you talked about the strategic focus on building commercial banking capabilities and trying to take advantage of opportunities. As you look into 2025, do you see further investments in any specialty lines? Or is it your core C&I? And what is your appetite to add veteran bankers to take advantage of some opportunities?

Yes, Dave, obviously, we were -- we pulled back on growth in '24 with the yield curve such that it was just did not find risk-adjusted spread that made a whole lot of sense for us. We do believe things are definitely getting better on the pricing front, we're seeing more active pipelines build, say, for instance, in commercial real estate, which we were -- we were very careful and prudent not to grow last year. We feel we have the internal capability to be a mid-single-digit grower. Having said that, we are always open and budget for new talent in the commercial bank, whether it be a team or some one-off individual producers. So it feels like this is going to be a better year based on discussions and early pipeline indications and confident in the team that we can get there this year.

Next question is coming from Terry McEvoy with Stephens Inc.

This is Brandon Rud on for Terry. I have 2 questions on Credit Quick. I guess, do you have the industry for the C&I charge-off? And then two, the $19.4 million of OREO under contract. Did you say that you do not expect any other expenses related to that?

Yes. I guess I'll take the OREO one first. We've positioned a couple of larger properties for sale with these valuation write-downs. We remain very confident that those will sell in the first quarter. So we don't see any further write-downs there. As it relates to the C&I credit, Brandon, I need to be a little careful here. We're in the middle of a legal process. And all I can say is when credit gets into a bankruptcy situation, there's a lot of twists and turns that can happen. I can't really get into the industry, but I can tell you the industry is not something that all second has a meaningful concentration at all. In fact, it's -- it's something that we are not focused on growing. That's about all I can say on that credit at this point.

Okay. And just my last one. Can you talk about the competition you're seeing in your markets from maybe specifically the larger banks and any impact that's having on loan spreads?

It's the typical banks, Chicago banks that we compete with, that environment hasn't really changed. We just -- we made a decision last year really not to book loans at lower yields. We think now with the curve getting more normalized, we'll see better opportunities. So it wasn't a function of lack of looks for us. It was just our decision not to pursue lower yielding credit.

And you look at that, right? I mean, that was the period where curves took a dive because it was going to be 8 rate cuts in 2024 and more in 2025. And what that did on interest rate curves is a means you weren't getting paid for risk. And that doesn't appear to be the constraint as we head into 2025, which obviously feels a lot better in terms of growing the balance sheet.

Your next question is from Chris McGratty with KBW.

Brad, just coming back to NII for a minute. You've been running that kind of 60 to 62 a quarter. It feels like kind of that's about right based on what you're saying. Absent like a loan purchase or something stronger loan growth. Is that kind of how you're thinking about it?

That is how I'm thinking about it, but I wanted to throw that out there that, that may occur.

Okay. And I guess, what type of assets would you be most interested in?

I mean, I looked at a few things already Life Equity loans are certainly an option. Some classes of consumer assets are certainly an option, not really interested in commercial real estate. If there's participations that can make sense in C&I, we would look at that, but that comes with full economics and an opportunity at some treasury management as well. And you don't typically get that on the participation side of things. So I think I'd say it's largely going to be one-offs. I don't know in general what asset class it would be at. But I would tell you that I would buy if they were in our markets, I would buy 5/1 jumbo arms right now today. So we can turn off that origination internally as well, get more competitive on that rate and put that on the sheet. There's a lot of asset options right now. I feel pretty good about that.

And then maybe, Jim, you guys talked about M&A a little bit. Any more color you could provide public versus private preference, any difference in pricing in all -- any change in this conversations.

No, Investors should know that our criteria is rational, at least I like to think we're rational. There's a certain level of accretion that's required. There's a bias against credit risk. There is a size that I feel like most investors know what we're interested in. And we're not looking to reinvent who we are. So all that kind of draws a pretty well-defined box for people, I think.

How would you -- I mean, would you use some of the -- would you throw a piece of cash in there just to lever the cash.

Absolutely, absolutely. That's why a big part of the -- we talked about why we built capital certainly because the cost to carry it as low as it's ever been for the last 18 months or so. So there's no real cost for the optionality. And M&A in this environment is driven by, do you have access to cash and capital and a lot of people don't. I'm not really interested in concurrent equity raises in that sort of M&A that kind of negate everything that we've done well over the last few years. I feel like we're in a great spot.

Your next question is coming from Brian Martin with Janney Montgomery Scott.

Brad, just so we're clear, just lastly on M&A simple in terms of size, just -- can you give -- in terms of just being clear on, is it more of a smaller variety, larger, I guess, can you give any sense on that? Or if you have -- maybe I've missed it in the past on general comments.

I mean, we'd love to buy JPMorgan, but I don't think we can afford it. Something bigger than $500 million, something less than $4 billion.

That's good. Okay. And then just the 2 clarifications on the margin outlook, Brad. I think if you kind of where you're at today versus where you trend sounds like if you said it earlier, maybe getting below -- if you have that basis point decline in a quarter and then the potential rate impact in midyear. It's kind of a band of maybe $4.40 to $4.50 is kind of where you shake out depending on how things transpire. Is that kind of seeing big picture? And if that's right, then just how do you do better than that? Or I guess, can you just give a thought on if you don't get -- if you get the rate cut and you have all that happen, are you able to do better than that or...

Brian, we will do better than that if nothing changes. If we stay right where we are today in terms of the interest rate curve, we will do substantially better than that.

Okay. And that's even with the rate cut in midyear.

I mean, yes.

Okay. Got you. And then in terms of the -- just the credit improvement I think you talked about kind of maybe Jim, in your prepared remarks. Just can you give some sense for how we should think about what type of improvement on the credit front could we see here early in the year? And then just potential risk on any notable losses that you would expect going forward? It sounds like there's still 1 on that, a little bit of potential on the C&I credit. But outside of that, nothing meaningful on the loss side as we look into...

Brian, we worked hard this year. And fortunately, we've got the income and profitability to be aggressive in dealing with some of these. Obviously, we're pleased with the progress we've made. Nonaccrual loans were down 47% this quarter, I think, down over 60% for the year. We think we've positioned a couple of large OREO properties for sale this quarter. That would be a meaningful improvement to our NPAs. And then I think what's also important that early-stage bucket, a special mention category, that's down 50% from just last quarter. So we think the balance sheet is in great shape. We don't see any red flags at this point outside of this bankruptcy credit that we're dealing with. I think we're positioned for a very strong year on the credit front next year.

Okay. So really, just the reduction from here is kind of looking at that OREO number, seeing that move down is kind of where you get the improvement. And outside of that, it's just nothing new coming aboard.

Correct.

Health care looks a lot better. Office has largely been dealt with as far as we can tell. We've strengthened a lot of commercial real estate credits over this year. So it's not just the headlines and stuff like that, there's been a whole lot of just improvement through negotiations with borrowers in terms of our credit position across the portfolio this year. We've done a nice job.

Your next question is coming from Kevin Roth with Black Maple Capital.

Happy New Year. Just with regard to originations, has the thinking changed at all with regards to geography? In other words, are you still trying to focus primarily in the Midwest and your footprints in terms of originations and trying to avoid going out of market. I mean if you could just talk a little bit about that that would be great.

Yes, Kevin, thanks for the call, the question. We primarily focus in the Chicago MSA, although we do have a couple of lending verticals that are nationwide focused sponsor finance and health care come up, just to name a couple. And so we've kept a pretty wide net where those opportunities make sense. And I said, I think this will be a much better year spreads are more favorable and it just feels like based on active discussions we're having with our borrowers that demand will improve this year.

Yes. And I just -- the reason I ask the question is -- and the risk profile of markets like California and Florida, just as an example, I mean, it seemed to be going up driven by insurance premiums amongst other factors. So I don't know how that's playing into your underwriting.

Absolutely. We pay close attention to that. I can give you an example. Health care is an area that we had prior to the pandemic done some assisted living and skilled nursing in those markets, we'd pull back dramatically, not looking at opportunities in those markets. So it's a fair point and something we monitor very closely.

I think in California wasn't great. We certainly aren't immune from learning from that.

[Operator Instructions] Your next question is coming from Nathan Race with Piper Sandler.

Yes. Just going back to one of Brian's earlier questions, just thinking about kind of what's the realistic charge-off range for this year. You guys have obviously done a lot of heavy lifting in terms of de-risking the loan portfolio last year. So in exiting some suboptimal credits from the acquisition. So just curious if you have any thoughts on kind of what's a realistic charge-off range for 2025 and beyond.

A lot less than this year. If I had the best guess, and the 10 to 20 basis points maybe in '25, I hope we do better.

I think you have to go by how we calculate reserves. We don't really have a lot of specific reserves left. There's nothing that's really spooking us right now.

There are no additional questions in queue at this time. I would now like to turn the floor back over to Jim Eccher for any closing remarks.

Okay. Thanks, everyone, for joining us this morning. We look forward to speaking with you again next quarter. Goodbye.

Thank you, everyone. This does conclude today's conference call. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation.