Good morning, and welcome to the Independent Bank Corporation Third Quarter 2018 Earnings Conference Call. All participants will be listen-only mode. [Operator Instructions] After today’s presentation there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Brad Kessel, President and CEO. Please go ahead.

Good morning. Thank you for joining Independent Bank Corporation’s conference call and webcast to discuss the Company’s 2018 third quarter results. I am Brad Kessel, President and Chief Executive Officer. 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 important information on Page 2 regarding the cautionary note, regarding forward-looking statements. 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. The agenda for today’s call will include prepared remarks, followed by a question-and-answer session, and then closing remarks. To follow along, I will begin with Slide 5 of our presentation. We are reporting a very good quarter for the Independent Bank team, with a 73.9% increase in net in and a 53.1% increase in diluted earnings per share. For the three months ended September 30, 2018, we generated net income of $11.9 million or $0.49 per diluted share as compared to $6.9 million or $0.32 per diluted share for the same quarter one year ago. This represents a return on average assets of 1.46% and return on average equity of 13.83%. Strong organic loan growth, the addition of Traverse City State Bank and a lower federal corporate income tax rate were the primary drivers of this quarter’s positive results. Our consistent quarter-over-quarter loan growth, coupled with the TCSB merger, fueled a year-over-year quarterly increase in net interest income of $6.8 million or 30%. For the third quarter of 2018, we generated net growth in total portfolio loans of $95.3 million or 15.3% annualized. Also for the third quarter of 2018, we recorded net recoveries of $1 million. Turning to Slide 6 in our presentation. For the…

Thanks, Brad, and good morning, everyone. I am starting at Page 12 of our presentation. Brad discussed the increase in our net interest income during his remarks. So I will focus on our net interest margin. Our tax equivalent net interest margin was 3.91% during the third quarter of 2018, which is up 25 basis points from the year-ago period, and down 2 basis points from the second quarter of ‘18. I will have some more detailed comments on this topic in a moment. Average interest earning assets were $3.04 billion in 3Q ‘18, compared to $2.52 billion in the year-ago quarter and $2.96 billion in the second quarter of 2018. The significant year-over-year increase reflects both, the Traverse City State Bank merger and organic loan growth. Page 13 contains more detailed analysis of the linked quarter increase and net interest income. There is a lot of data on this slide, but to summarize a few key points, the linked quarter net interest margin decreased 2 basis points. This was entirely due to a $183,000 decline in net recoveries of interest on previously charged-off or nonaccrual loans. Third quarter 2018 discount accretion of $608,000 on the TCSB acquired loan portfolio was relatively unchanged from $628,000 in 2Q ‘18. This discount accretion increased the net interest margin by 7.9 basis points and 8.5 basis points in 3Q ‘18 and 2Q ‘18, respectively. One other interesting aspect of the third quarter of 2018 was the somewhat muted upward movement of variable rate loans. We have a bullet point about this topic on Slide 12. After moving up 53 basis points in the first 6 months of the year, one-month LIBOR was up only 16 basis points in 3Q ‘18, with essentially all of that move not until September. Similarly, the spot primary…

Thanks, Rob. We continue to pride ourselves on investing in our communities and providing exceptional customer service. Along those lines, this past quarter, we were very pleased to be named one of the best in-state banks by Forbes Magazine, coming in as the best bank headquartered in Michigan. In wrapping up our prepared remarks, we have listed our ongoing strategic initiatives on Slide 24. Three points to be made here: First, we want to continue the rotation of and growth in earning assets through balanced growth in our loan portfolios; second, we will continue to carefully manage expenses and look for opportunities to gain further efficiencies; and third, we continue to invest in our associates and technology, working to make it easier to bank with Independent and easier for our associates to service our customers. After taking into consideration, the recent reduced federal corporate income tax rate, our return on asset and return on equity targets are 1.25% and 12.5% or better, respectively. I’m very pleased that through 9 months of 2018, we have been able to perform at or near these targeted levels. At this point, we will now open up the call for questions.

We’ll now begin the question-and-answer session. [Operator Instructions] The first question comes from Brendan Nosal of Sandler O’Neill. Please go ahead.

Just want to start off with the one on the expense side. I mean, I appreciate that this quarter you had the increased health care costs, you had some performance based comp. But as I look at the new expense guide for the fourth quarter of $26.2 million to $26.4 million, just comparing it to the old one of $25.2 million to $25.8 million. I’m just curious as to kind of your thoughts as to what underlying trends push up that expectation?

Well, I’d say a couple. One is the -- is the performance-based comp. I mean it -- as we moved into the last half of the year that was -- I probably underestimated on some of the various components where we were going to land for the year. So you have, what I would call, sort of, a catch-up component, as you move through the year. To give you some reference point, a year ago, we were tracking at about 100% of what we would call our target incentive comp levels. This year, we’re tracking at about 145%. So that’s certainly part of it. Now we don’t do is, as well as anticipated that moves in the other direction. And to just give you some sense of the waiting, I mean, earnings per share is about 32%. There’s a couple of asset quality metrics, NPAs and net charge-offs, which are both 8% efficiency ratio, 16% loan growth, 8% deposit growth, 8% -- if you add that up that’s 80. And then, individual targets for that particular person as the other 20. So that would be a part of it. Another part of it was the healthcare costs, but we expect to recover a chunk of that. And then, probably, the last thing would just be maybe a little bit of an increase in just overall cost on the comp side, we’re just seeing some lift from the competitive standpoint in a wage rates. And then the final piece, I would say, is we have a certain level of compensation that we differ related to direct loan origination costs, and as are in particular mortgage volumes, decline a bit, that deferral of direct loan origination costs, which the primary component is compensation that deferral goes down a bit. So that sort of boosts up. I mean, you could, kind of, think about it that our level of the percent of people doing, processing, closing, et cetera, that there’s a little bit less -- there’s a little more downtime as volumes go lower. So we’re deferring a little bit less in direct origination costs. So that collection of items would be the kind of group that would influence it the most.

Rob, I’d add in there. Also, for the third quarter of 2018, we did have a net gain on sale of ORE of $325,000 too.

Right, yes. But he’s comparing that to our previous guidance on expenses. So yes, we didn’t expect in our previous guidance to have a gain on ORE, so.

And then, next one, just moving over to the mortgage side of things. I mean, it’s far from unique occurrence to you guys. But I mean, gain on sale of margin was pretty pressured in this third quarter. I guess, two things: One, do you have any sense of that would rebound in coming quarters? And then, two, if that does stay at this level, do that kind of, change the calculus for your appetite for your mortgage business?

Well, a couple of things there, I think I would be surprised to see it get much more under pressure than what we’ve, sort of, already been experiencing on that front. So I don’t expect it to deteriorate further. Hopefully, we could get some gains on the margin here a little bit as we move into the fourth quarter. Although, I think, anyone in the, sort of, Midwest, you start to see some seasonal factors, influencing overall volumes as you move into the fourth quarter, and then the first quarter of the prior year. The one other thing that I would mention is -- and I know we take this out of core and I would expect always to do that on the fair value changes, but one of the benefits we have is a retail mortgage originator and servicing loans is that, in this kind of environment where rates are moving up and you’re getting pressure and margin on the gain side, the one benefit you get having a large servicing portfolio is you do get some lift in the value of that portfolio. So I kind of view that, a little bit, as counteracting some of the margin pressure. And because of that, I guess, having been in the business a long time, you just see these cycles in this business. I mean, at some periods of time, your margins are under pressure when volumes contract. And at some point, down the road, there will be improvement in margins as hopefully rate stabilized and things get better in that business. So longer term, I think we still feel it’s important business as a community bank. Brad, I don’t know, if you want to add anything.

I think that was very good Rob. And I would say that we continue to work extremely hard on getting more efficient in reducing the costs in this line of business. We, this past year, have hired a process expert and engineer that has made significant improvements just in eliminating a lot of inefficiencies and we’re going to continue to do that. And then, I also feel like we continue to do an excellent job in recruiting and retaining strong origination profession. So tough business, but Independent feels it’s very important for us in the long term.

The next question comes from Kevin Reevey with D.A. Davidson. Please go ahead.

So given the shortage of housing supply in your market, do you think this is -- A, do you think this is going to continue? And then, how do you think this will impact mortgage origination volume, as we go into early 2019?

Well, most of the forecast for -- that we’re seeing from sources like the Mortgage Bankers Association, is anticipating for ‘19 that purchase volume is going to be still up a bit, and we would expect that to be the case here. They do expect refinanced volume to be lower, again that is more because of rate conditions -- interest rate conditions. So I still am optimistic for ‘19, that our volumes will be as good or slightly better than where we were in 2018. I think the housing shortage is something we’ve already been dealing with. I actually do think it’s balancing out a little bit more. In other words, it was more of a seller’s market for some period of time, but I think that’s balancing out just a bit. Brad, I don’t know, if you want to add anything.

I think it’s good enough.

And then can you talk about some of the tactics that you’re employing in order to grow your small and middle market business deposit base and to expand your retail deposit base?

Well, I think, first of all, it starts with our people. And I believe that they are on the grounds day-to-day, active, out calling. I’ll give you an example. Here recently, we had our Saginaw market team, that in one day did a [indiscernible] on the market and came away with, I think, 80 or 90 leads. And so, it’s just being on the ground and getting out and asking for the business. I think the second piece that’s very important to the community bank model is to be referring business from business line to business line. And so, I’m very pleased with retail referring over commercial and mortgage and vice versa. So that intracompany referral is very, very important. And the third, Kevin. We have been on a journey and we will continue to be on this journey. And that is to not only invest in our people, but to invest in technology that makes it easier for customers to bank with Independent, but also easier for our staff to service our customers. And so, it’s in-house automating workflows, outside upgrading or updating the product offering. And then, finally, I think when you’re out there competing for that segment that you mentioned small, middle market, what the -- that market wants is honesty, trust worthiness and timeliness in decision-making. So we work really hard to be timely in our turnaround on loan request. Rob, if you have anything to add there?

Yes, I’d say probably the last piece. I’d add to is, similarly to what Brad had indicated on, the sort of retail or community banker. Let’s -- we have a very active treasury management department that is calling on both municipal and commercial customers. And we continue to work very hard to bring in new relationships through just calling on customers and our markets, and have had some recent success on that front as well.

And then, the lastly I wanted to ask how aggressive do you plan to being active with your buyback plan, given where your share price is today?

So, obviously, right now we’re in a blackout period. And that will open up following quarter end. But -- and the stock has moved down. We have shared on prior calls that we do have a model that we use and it started this year, our board approved a 5% share repurchase amount year-to-date. We have not repurchased any. But within that model, we look at what we consider to be, sort of, a forecast where we see our earnings going, future dividends and so on. And compute out an earn back level. And if we can be with inside of that earn back tangible book, dilution earn back level, I think you’ll see us active. But Rob, I don’t know, if you have anything to add there.

Yes, I’d add 2 things. One is that we marshaled a significant amount of cash at the parent company. Now, it’s approaching over $40 million. So we have quite an arsenal to support and defend the stock price. And I certainly feel like it is very attractive at this juncture.

The next question comes from Damon DelMonte of KBW.

I just wanted to touch on the loan yield this quarter, which are down a couple of basis points. Rob, you may have alluded to that in your prepared remarks, but could you just revisit that for us, please?

Yes, the loan yield, that really was driven by the change in interest recoveries net and previously charged-off or nonaccrual loans. So that was -- in Slide 13, kind of, goes through portfolio by portfolio what the yields were. So if you’d, kind of, go through, you’ll look commercial was down about 4 basis points, but the interest recoveries was 3 of the 4 basis points, so it was relatively flat outside of that. And I did allude to, sort of, the phenomenon too in my remarks, that we have a fair amount of the commercial portfolio tied to either LIBOR prime and that, that really didn’t change until very late in the quarter, so there wasn’t really the same relative lift in variable rates in the third quarter that we saw in the second quarter. So like I said, it really was flat when you take out the change in the interest recoveries net. Mortgage loans, was actually up 5 basis points even though, their interest recoveries decreased the average yield by 4. So they were -- if you take out that impact would’ve been up 9 basis points. And then, finally, consumer installment loans was down 5 basis points. That really wasn’t due to interest recoveries because the change there was negligible. That really had more to do within the indirect area, we had some elevated prepayment activity, and we kept amortized dealer reserves that go against the -- and dealer reserves is what we pay the indirect dealer, kind of, is an incentive for sending us the loan. And that gets amortized over the expected life of the loans. So that expected life went down a little bit the third quarter, which elevated the amortization. So that was the primary factor there for the decline in yield. But if you mix all that together, the bottom line is, the yield was mostly impacted just by that change in -- of about $180,000 in net interest recoveries and previously charged-off loans. So I expect fourth quarter, the variable rate impact to, sort of, come back because we got those changes in September. So they’ll be there for the full fourth quarter. And if I look at where the new loan originations are in terms of yield, relative to the portfolio, that’s not a drag. So I anticipate that yield to be certainly stable, though maybe drifting up some.

Okay. So with the ongoing rising costs in deposits, do you think -- so you’re basically saying that, kind of the snapback or the pull-through from the linked quarter rate increases will help to mitigate the impact from rising the deposit cost. Is that fair?

Well, not only that, but the continued rotation of dollars from lower-yielding investments into higher-yielding loans. So as I had indicated in my comment, we expect the margin to be at least stable at where we were this quarter at 391, to may be improving just a hair.

Okay. Great. And then, could you maybe put a little bit more context around your expectation for the provision expense next quarter?

Well that’s the one that’s probably the hardest to project. I mean, if you looked at, kind of, loan growth is a driver, you’d probably get -- that $0.5 million to $1 million range based on loan, at least where loan growth was this past quarter. Now we expect the loan growth to be somewhat muted. And then, when you pull off from that, the other key drivers are going to be net charge-offs and loan defaults, and those have both been positives here more recently. So absent all those other things, like I said that loan growth factor gets you, sort of, in that 0.5 million to 1 million range.

The next question comes from John Rodis with FIG Partners. Please go ahead.

Rob, I guess, a lot of my questions have already been asked and answered. But just Rob, just back expect expenses as we look or as we look to 2019, given what you got going on the mortgage side, improved efficiencies and stuff. Do you, sort of, think you can keep expenses, sort of, flat in that 26 million a quarter, sort of, the range you gave the fourth quarter going into 2019?

Well, that’s bad. And we adjust are, kind of, going through our first iteration on the budget side. I would say, it’s never easy. I think you’re seeing pressure on wages mostly, when you have a low unemployment rate that certainly is a factor on, trying to retain and attract talent. So that’s one element. I would say, when you get outside of that area, I don’t see a lot of pressures, hey, comp and benefits that’s probably a little bit better than half your total cost. But when you get outside of that area, and I go through, sort of, line by line all the different items, I don’t see pressures in those areas in terms of expense. So it’s really that one particular area. The other comment I’d made is, there’s a large variable cost component to our comp and benefits. If we look at where we’re at this year and annualize it. The incentive comp, when I look at it outside of pieces related more directly to lending. This year is going to be in that $7.5 million to $8 million range. That’s a big number. And so, that number -- I mean, we start out 2019 and everything gets recalibrated. All those things are laid out right in our proxy statement. So we have to earn that incentive comp starting on January 1 of ‘19. And again, $7.5 million to $8 million this year of comp is directly that particular plan. So if we’re not doing as well in some other area, that goes down or even away. And so, that’s a pretty good lever on overall expenses in terms of, it relative to our overall performance. So I could see some drift up in comp and benefits on the wage side. But it’s got to be paid for with better revenue and performance overall.

The next question comes from Scott Beury of Boenning and Scattergood. Please go ahead.

Most of my questions have been asked and answered, and I appreciate the slide with the forward guidance. I think the relative to what we [Indiscernible] is amount of that range. I’m curious to know what you’re seeing any changes in underwriting characteristics and then better quality standards from competitors. I just wanted to get a feel if there was anything you were seeing market to market that is changed in that area?

So Scott, this is Brad. And actually, the front end of your question on our end was a little muffled, but what I heard was a change in what we’re seeing in the marketplace in terms of underwriting by may be competitors. Is that correct? Yes. Okay, I think it -- very aggressive, very competitive and there is some concession on deal by deal with maybe, relaxing guarantees going higher on LTVs and or relaxing on covenants. I couldn’t say necessarily that it’s one particular bank or credit union although -- so it’s not particular one credit union bank. I think that we’re really seeing may be some concession as in price. And while I feel very good about where our pipeline -- pipelines are today in terms of what has been approved and we expect to close. We’ve seen a number of deals that just have not gone our way as competitors have come in with very aggressive pricing. So Rob, I don’t know, if you have anything to add there.

No, I mean, I would say it’s more acute on the commercial side of things on the retail side. I don’t think it’s underwriting characteristics. I really think it’s more, particularly on the mortgage banking side, it’s really just on the pricing in margin side of things. And as you could probably appreciate, particularly, with mortgage lending, I don’t want to call it a pure commodity business. But it’s more of a commodity business, particularly when you’re selling loans to Fannie Mae, Freddie Mac, Ginnie Mae, I mean the underwriting characteristics are really established by the secondary markets. So you’re really competing more there on price and service. As Brad indicated, I think, you’re seeing a little more on the commercial side. But I don’t feel like, we’ve had to relax underwriting standards to compete. I think on a selective basis, we’ve had to be may be more aggressive in pricing where we thought it made sense, but I don’t feel like we’ve been pushed to get outside of the comfort zone on underwriting characteristics at all.

That is very helpful. Just, maybe one follow-up would be, in terms of the more aggressive pricing that you referenced. Is that concentrated by any certain-size banks? You’ve seen that mostly from the bigger players?

No. I think, on commercial, I don’t think that’s the case. On mortgage, it’s the large originators. I mean, what we, kind of -- when we get a lot of pricing information, but on mortgage, you’re really reacting to the people that control significant shares in the market, which would typically be your very large originators. I think on the commercial side, it’s a lot more dispersed. Don’t you agree, Brad?

I do. I think back here just on some of the opportunities that we have been looking at and the Feds now had 8 quarter point moves. And this past year, I think in multiple instances, it seems like maybe, I think, Community Bank level -- small community banks. They were a move or 2 behind and we’re just like very difficult. But at the same time, I think there’s some large regionals too that, as they look to expand their business that have come in and I think stole the business through pricing. So it’s not, I think it’s across-the-board.

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

We would like to thank each of you for your interest in Independent Bank Corporation and for joining us on today’s call. We wish everybody a great day.

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