Good day and welcome to the Independent Bank Corporation 3Q, 2014 Earnings Conference Call and Webcast. All participants will be in listen-only mode. (Operator Instructions) Please note this event is being recorded. I would now like to turn the conference over to Mr. Brad Kessel, President and CEO. Please go ahead, sir.

Good morning. Thank you for joining Independent Bank Corporation's conference call and webcast to discuss the company's financial results for the third quarter of 2014. I am Brad Kessel, President and CEO of Independent Bank and joining me is Rob Shuster, Executive Vice President and Chief Financial Officer. Before we begin today's call, it is my responsibility to direct you to the cautionary note regarding forward-looking statements. This is Slide 2 in our presentation. If anyone does not already have a copy of the press release issued by Independent today, you can access it at the company's website www.independentbank.com. We will begin today's call with our prepared remarks and then open up the call to questions. Beginning with the financial summary slide, Page 4, we are pleased to report for the third quarter of 2014 net income of $4.9 million or $0.21 per diluted share. On an income before tax basis, we are reporting $7.3 million as compared to $3.8 million for the same quarter last year. This represents a $3.5 million or 92% year-over-year increase. For the nine months ended September 30, the company is reporting net income applicable to common stock of $14.1 million or $0.60 per diluted share, compared to $77.3 million, or $3.40 per diluted share, in the prior-year period. Recall the third quarter and year-to-date 2013 results, included income tax benefit of $57.3 million associated with the reversal of substantially all of the company's deferred tax asset valuation allowance in June of 2013. Turning to the financial highlight slide, Page 5, our eleventh consecutive profitable quarter included improved asset quality metrics which led to $600,000 credit loan loss provision and quarterly noninterest expenses reduced by $3.9 million, or 14.8% year-over-year. We remain optimistic about the company's prospects for earnings growth. Our balance sheet and capital…

Thanks Brad. And good morning, everyone. I am starting at Page 11 of our presentation. Our net interest income totaled $18.2 million during the third quarter of 2014, a decrease of $1.3 million from the year ago period, and a decrease of about $355,000 million on a linked quarter basis. Our tax equivalent net interest margin was 3.61% during the third quarter of 2014 compared to 4.10% a year ago period and 3.74% in the second quarter of 2014. The decrease in the net interest margin is primarily due to the prolonged loan interest rate environment that is resulted in declining average yield on our loan portfolio. Average interest earning assets were $2.02 billion in the third quarter of 2014 compared to $1.91 billion in the year ago quarter and $2.01 billion in the linked quarter. Page 12 continues a more detailed analysis of the linked quarter decline in net interest income. As we discussed last quarter, we expected some further erosion in our net interest margin. However, we also expected the decline in the net interest margin to be offset by earning asset growth in particular loans. Thus we anticipated net interest income to remain flat at about $18.5 million. This did not occur due principally to two factors. First, the decline in the net interest margin was steeper than we expected due primarily to somewhat higher than forecasted prepayment levels in the consumer and installment loan and payment plan receivables portfolios. Second, quite a bit of the growth in the commercial loan portfolio occurred in the last two weeks of the quarter and the increase in the average balance of these loans was a bit below our forecast. We will comment more specifically on our outlook for net interest income for the last quarter of 2014 later in…

Thanks, Rob. I would like to turn your attention to Slide 21 titled strategic initiatives. As we look ahead we continue to execute on strategies and initiatives to increase long-term shareholder total return. This includes a balance sheet with high credit quality, diverse mix of lending, and a very granular of credits. We continue to emphasize the gathering of core deposits in our 22counties. We are very conscious of our capital levels and the need to be good stewards of our capital. In the near term, we plan to manage tangible common equity in 10% to 11% range, and longer tern in the 9% to 10% range. Our capital retention is aimed at organic growth followed by acquired growth where it makes sense. We believe that also important to have a strong and consistent dividend policy and we will consider share repurchase in the context of our overall capital and cash levels as well as the trading level of share price. We continue to work to improve our core ROA and ROE. Our roadmap is geared towards revenue growth through a higher loan to deposit ratio, reduced level of securities and continued focus on transaction related and mortgage banking revenue. Concurrent with this effort is the continued emphasis on reducing noninterest expenses. Finally, the continued development and integration of an enterprise wide risk management and related best practices within our company is viewed as a top priority to ensure we achieve a balanced risk reward profile. At this point, we would now like to open it for questions.

(Operator Instructions) Matthew Forgotson - Sandler O'Neill & Partners: Hi, good morning, gentlemen. Just as it relates to the margin, you reiterated again that it was kind of inching towards the bottom. Where do you expect the NIM to ultimately bottom out? And has the pullback in long-term rates kind of affected this outlook?

Well, I think it's affected it a bit. The pull back predominately affects the term commercial loan rates and the consumer and installment rates. We are not putting a lot of single family mortgages in the portfolio than the other areas had some in past as the investment side although we are not really doing much with longer-term investments. The short-term rates really haven't move that much although some might argue that the projection of when the Fed maybe moving short-term rates out has been pushed back into 2013. So I think all those factors have some impact. If you look at where new loan rates were, in terms of where most of our growth has been, on the consumer side, new loan rates have been roughly in the 4% area and on the commercial side it's been 3.75% to 4.25% depending on whether it's term rate or a variable rate. Those both are below the average portfolio yields. Our commercial loan, the average portfolio yield is 4.83% at the end of September and consumer and installment loans was even higher at about 5.75%. So the two factors, we are having that are affecting loan yields are, that the new rates are below the portfolio yields and probably the biggest single item in the third quarter was the level of prepayments. We had a bit more-- the commercial side interest income was flat. So we were able to make up most of the margin compression there with new volume. Similarly, on the consumer side, actually we were able to make up the compression. But what we expected was we would actually have growth in interest income on the commercial and consumer and installment that the growth would be -- the growth was where we expected but we wouldn't have as…

Sure. So, Mathew, I think that the majority of it will come on the income side and again looking at -- it starts with growing to margin and we do feel we have momentum at least on the loan growth side. I think we've actually added some staff here a little bit different than maybe some of our competitors. But on the mortgage banking side, we are actually up a little bit in staffing and so I think the gain there should be at or a little bit better on a longer-term basis. Rob mentioned our debit card agreement that really the conversion was just completed here in the third quarter and we anticipate that to have a substantial impact on our noninterest income. And so I think it starts with revenue and then we continue to look at the expense side and we have made very good progress on the credit cost piece and the very core line items that going to credit card. I think there is still room to improve there. Loan and correction in particular and then we are looking -- continue to look real hard at the other categories. Our largest expenses compensation of benefits, we have engaged our third party processor FIS in a project that we are now about to 120 days into -- that's really working at-- how we use the technology trying to reduce the number of handoffs. Ultimately, I think we will be able to do, to service our customer base with fewer people. And the other pieces, two, we continue to look at branch optimization and we shared this in the past. As you probably recall at one point we had a 106 branch network. Today, we have 70, the lower amount was to sell our 21 branches and consolidation of another 15, and I think we still -- we got a project underway and I could see a handful more there. So I would say probably two thirds of the efficiency improvement will come from the revenue side, and a third from the expense side. Matthew Forgotson - Sandler O'Neill & Partners: Okay. And then lastly and then I will hop out. In your strategic initiative slide, I was interested to see that you introduce the idea of share repurchases. Can you just talk to us a little bit about -- I know you are in a retained deficit position, but can you talk to us a little bit about the potential -- how this would ultimately play out? Would you have to go to the regulators to request a return of capital to the holding company? How long might that take, and your appetite for increasing share -- for doing share repurchases if you were able to secure that approval?

Sure. Mathew, a couple of comments and Rob, I will let you sort of fill in the holes here. So, Mathew, I would say near term, I don't see necessarily they want a share repurchase. Maybe a little bit longer term say second half of next year possibly and as we put in the -- and it's really contingent upon a number of items continued, view of us been able to put the capital to work first and foremost in lending area markets. And then also in consideration of what other growth opportunities are out there. But as you referenced and probably many people that are listening understand that, today, we do have a technical obstacle to overcome with a negative position in undivided profit at the bank level. And it really relates to Michigan's statute where as long as you are in the negative position, you cannot dividend dollars up from the bank to the holding company. Now without prior regulatory approval. Now having said that, we have now made two requests for a return of capital to our regulators. The first revolved around when we did the capital offering in the third quarter of 2013. And then in the first quarter of this year, we also went back and made a second request for return of capital. So today we have roughly $20 million to $23 million in cash at the holding company and so that's the present position. What we would like to sort of -- if we fast forward and look at how that undivided profit, negative undivided profit position cures itself, it's really sometime in 2016 is our estimate and so I think as we get into next year and have a better comps of our what our actual results are and get closer to that 2016 curing of the technical exception, I could see us going back to our bank regulators and working for or making another petition to return capital. So in the end I would say share repurchase is a form of return of capital that our Board regularly discusses, it also is a function of, a course of where we are trading today. We are trading above 1.15x tangible book and so we think it is a good investment. But probably in the near term, we are going to hold off on and executing on that. Rob, I don't know you have anything to add.

Just a couple. Mathew, you had asked about the timeframe that takes to get regulatory approval. It's been very short timeframe. So we as Brad said submitted two requests to approve the $7.5 million request in August of 2013 and $15 million request in the March of 2014. Their primary emphasis is the safety and soundness of the bank and the capital levels which they have been more satisfied with. In addition, we've already restored the Tier 1 capital levels of the bank this year back to where they were prior to us paying the $15 million return of capital. So bank's capital levels are right back to where they were before that which I think is a good sign. The negative retained earnings at bank is $35 million at the end of September. That's been reduced from north of $55 million about a year ago. And just to make it clear those returns of capital do not affect retained earnings or undivided profit. They come out of addition paid and capital. So we have as the bank negative retained earnings getting reduced through its earnings. And then as Brad said, we project that to move back to a positive, sometime in 2016 and at that point the bank would then will be able to kind of move back to a regular payment of dividends based on its earnings and not have to go to this process of regulatory approval on returns of capital. But as Brad said, we anticipate probably doing something with that in early 2015 and at that point we certainly would feel, we would be in a position in terms of cash on hand and apparent -- at the parent which is now roughly $22 million - $23 million, it would even be higher than that and provide support for I think a strong and consistent share repurchase that -- if the circumstances are such that -- if that use the capital at that particular time.

Our next question comes from John Rodis of FIG Partners, LLC.

Good morning, guys. I guess a number of my questions were asked and answered. Maybe just to clarify to make sure the debit interchange -- the new agreement. So that goes into effect on the fourth quarter, is that correct?

Well, it really went to effect in January of this year. But what was happening was from about May through September, we were actually converting our debit card base, so we got some benefit but not the full benefit. And I would say that when you are going through that process where you are standing now in excess of 100,000 cards, it can't do anything but sort of have some impact on transaction volume. The customers have to take their old card and substitute a new card. So we really think, yes, the full impact of the conversion will really start to be felt in the fourth quarter of this year. So I want to say that none of that has been felt. We are up in interchange income versus a year ago. But I think the full impact will begin in the fourth quarter of this year because we are now entirely through the conversion process.

Okay, so that makes sense. Rob, maybe just one other question on the securities portfolio. I guess it was up a little bit linked quarter. I would assume all things equal and if you continue to see sort of loan growth in your expected range, it doesn't go up much room here, the securities portfolio?

It would be disappointing that the securities portfolio was going up. It's -- I don't know having said if we get great core deposit growth, I am all for that, but our real thrust is to even if total assets fell overall, we feel we have tremendous opportunity just by rotating dollars out of our securities portfolio which has a yield of about of 1.5% into loans where we would be picking up 250 to 300 basis points. So that's really what we were focused in on and I did mention a lot of the commercial loan growth in the third quarter happen sort of in the last two three weeks of September. So we think that it will be helpful as we move into the fourth quarter. We didn't get as much as benefit of that growth in the third quarter as we might otherwise think just because of where the closings kind of fell, we also feel very good about where our pipeline is there. We will get some seasonal slowdown in consumer and installment lending. But I will say we saw sort of a pick up on the residential application side, we had that is period of kind when we mortgage rates have fallen, that seemed to spurt a bid of refinance activity not a tremendous amount but certainly better seasonally than what we would otherwise think. Now that's not in the next yearly grow permanent balances but to the extent loans held for sell that average balance moves up, that would be helpful on the margin or net interest income as well. So that's really the focus in this -- we are just really trying to get that rotation out of investments in the loans. I would say if anything we probably looked at the drop in yield is an opportunity that maybe certainly not buy in this market but instead maybe look at some sales where there were some opportunities because of drop in yield.

The growth in the commercial portfolio this quarter was it fairly granular or were there any bigger credits?

I think, John, in general pretty granular. The average balance in our commercial portfolio is about $350,000. We have an in-house limit of $50 million and thinking back I don't think we had anything this quarter. I know we didn't have any this quarter that came anywhere near the top end of that. So just a lot of block and tackling by our commercial team. So --

Okay, fair. Just one other question, guys, on the loan portfolio. The Mepco was down to about $45 million. Could you just remind sort of us where you expect to see that going forward?

Well, that's obviously declined very significantly from when that was peaking back in 2009. We still have -- I would say decent handful of entities that are direct market companies selling the vehicle service contract and then we are purchasing the payment plan receivables based on where we are at today, we think it could bottom out right here at $44 million level. We do have some existing clients that have new programs coming aboard that could drive volume higher. I guess ultimately we still feel like that a segment of the business that we want to sort of keep contained at this lower end level of 3% to 5% of loans and we will see where that plays out over time. But I would say in the near term that it would bottom out not far from where it is right now.

(Operator Instructions) Our next question comes from Damon DelMonte with Keefe, Bruyette & Woods. Damon DelMonte - Keefe, Bruyette & Woods: Hey, good morning, guys. How are you? My first question -- just kind of circling back to mortgage banking, how big is your mortgage banking operations? How many originators do you guys have?

We have 49 originators today. Damon DelMonte - Keefe, Bruyette & Woods: And you said you guys had added four in this -- during this past quarter?

No. We started the year at 40, in the low 40s say 41 and for the year we added several loan centers. We've added three here in West Michigan. One in south end of Grand Rapids, one in Kalamazoo, and then here very recently one in Cadillac Michigan. At the start of the year, we added one in Southeast Michigan in west in West Bloomfield. So four loan centers in this year. Damon DelMonte - Keefe, Bruyette & Woods: Okay. And then would you expect to continue to invest in this line of business and adding both loan centers and originators?

I think today, I think we have a pretty good infrastructure in place. I think we have made some investments here as I mentioned. And now it's really I think leveraging those investments. So I think what we have today is pretty good. Damon DelMonte - Keefe, Bruyette & Woods: Okay. And then just quickly on the -- just to circle back on the debit card conversion. So did you guys actually change vendors or did you just change products within a vendor?

No. We changed -- we went from a long-term relationship with visa to a new relationship with Master Card. So that was vendor change. And actually it's sort of side bar on that. It's sort of mark and worked out well as you probably familiar with, all the national reaches at the retailer level and so having switched over many of the cards through the needed conversion, reduced the number of required reissues as a result of the national breaches. Damon DelMonte - Keefe, Bruyette & Woods: Got you, okay. Was this just an opportunistic move on your part to -- you had better opportunity to get interchange income?

Absolutely. I think a couple fall there was -- I think we had an aggressive vendor with desire of business and was willing to improve the interchange rate as well as the marketing offering for us. Damon DelMonte - Keefe, Bruyette & Woods: Okay. And then I guess my last question is dealing with the provision outlook. Obviously, credit continues to trend quite well. How do we think about the provision going forward? You have booked a negative provision in the last couple of quarters. Well, aside from the first quarter of 2014, it's been a while, I guess, since you actually booked a provision, so how do we look at that going forward?

I still -- it's a great question. I think it's going to be --if we sort of do a peer group analysis of where we are at relatively to our peers, roughly 2% we are still above our peer group. Most of that above when we start to break it down by sector. Most of that portion above peer group relates to the TDR portfolio where we have about 11% specific allowance relative to the balance. So that the extent that the TDR portfolio continues to pay down and we have a low level of losses and recognize that nearly 90% of the portfolio is current, that's why I feel we have the greatest opportunity for continued releases of the allowance. And that in addition to that to the extent that we get recoveries that are larger than what we are expecting and we have new default rates lower than anticipated, that can also be a driver of a credit provision and we continue to work everyday on recoveries whether they are small dollar recoveries related to the consumer portfolio, or larger recoveries on the commercial side. And finally, we do have sort of steady level of recoveries related to -- and we call them shadow notes but in many instances related to the restructuring of a credit or what we accepted on a short sale or other type of workout, we may have put in place of repayment plan overtime and we don't recover -- we recover those dollars basically as they occur. So that sort of gives us a starting recovery level every quarter. And then as what few we add on to that through further success on recoveries that maybe larger dollar. So that -- those components are the three primary factors and I still feel like we have some room to run before that turns the other direction. Now certainly you can have default, a larger dollar default that affects that but absent that. I feel very optimistic that we could continue to see very low or credit provision at least in the near term.

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

Very good. In closing, 2014 is a very special year for us at Independent Bank. As we mark 150 years of serving our Michigan communities. Our associates continue to execute on our 150 ways and 150 days community service campaign. I am very proud of each of our associates and to be a part of a company that has such a long history. On behalf of the Independent Bank team, I would like to thank you for joining us on today's call.

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