Good day, and welcome to the INDB Independent Bank Corp. Fourth Quarter 2022 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Before proceeding, please note that during this call, we will be making forward-looking statements. Actual results may differ materially from these statements due to a number of factors, including those described in our earnings release and other SEC filings. We undertake no obligation to publicly update any such statements. In addition, some of our discussion today may include references to certain non-GAAP financial measures. Information about these non-GAAP measures include 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. Please also note that this event is being recorded. I would now like to turn the conference over to Christopher Oddleifson, President and CEO. Please go ahead.

Good morning, everyone, and Happy New Year. Thank you for joining us today. I am once again joined by Mark Ruggiero, our Chief Financial Officer; and Rob Cozzone, our Chief Operating Officer. As I'm sure most of you know by now, we recently announced my decision to retire as CEO after 20 years at the helm of our terrific bank. There really is no mystery here, just customary thoughtful succession planning overseen by our independent directors. The decision to retire was mine. I am healthy and well. And after two decades just felt it was time to pass the baton to someone else to lead the next phase of our growth and long-term success. The Board has made a great choice in Jeff Tengel to lead that effort. Jeff will formally assume as CEO role on Monday, February 6. I'll remain an Executive -- in an Executive Advisory role until the end of this year. I will also continue to serve as a Director until my term expires in May 2023. The CEO transition does not reflect the change in our strategic direction whatsoever. Also after many years of succession planning, we recently elevated two long-term commercial colleagues, Jim Rizzo, Catherine O'Malley to our executive leadership team, both will continue to report to our President, Gerry Nadeau. On the earnings front, we capped the year with another strong and fundamentally sound performance. Net income in the fourth quarter rose to $77 million or $1.69 per share. Mark will take you through the quarter shortly, while I'll be focusing my comments on the full year just concluded. Financially, it was another -- in a string of strong annual performances in a difficult economy, our operating EPS grew by 8% in 2022. Loan activity remained robust with commercial loan closings rising 14%…

Thank you, Chris. Certainly, a tough act to follow, but 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. Jumping to Slide 4 of that deck. To summarize results, 2022 fourth quarter GAAP net income was a company record $77 million and diluted EPS was $1.69, reflecting 7.2% and 7.6% increases, respectively, from prior quarter results. In addition, the fourth quarter results produced a 1.56% return on assets, a 10.70% return on average common equity and a 16.57% return on tangible common equity, all up significantly over prior quarter results. Regarding tangible equity, the tangible book value per share increased an impressive $1.56 to $41.12 as of December 31, reflecting strong earnings and stabilized other comprehensive income. There were no share repurchases during the fourth quarter. As we move our way through the deck, we will hit on the additional details behind the quarterly performance key drivers noted here on the slide. Turning now to Slide 5. We provide a high level summary of our loan portfolios for the quarter. And as noted here, reported balances for the quarter increased 1.7% or 6.6% on an annualized basis. As anticipated, with the rising rate environment, payoff and refinance activity decreased when compared to prior quarters, which, along with the strong closing activity. Chris noted, fueled solid commercial loan growth across both C&I and commercial real estate. Residential balances also increased nicely but at a slower pace than prior quarters. Slide 6 provides some additional details around the loan activity for the quarter. As I just alluded to, new commercial commitments for the quarter were strong at $636 million, up over 20% from the prior quarter. This naturally drove a decrease in the approved…

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Mark Fitzgibbon with Sandler O'Neill. Please go ahead with your question.

Hey, guys. Good morning.

Good morning.

I just wanted to start by saying, Chris, congratulations on your retirement. You've done an absolutely amazing job at the helm. Congrats.

Well, thank you very much, Mark. It's been a pleasure to know you for these 20 years.

First question I had for you. You referenced in your early comments about the investment management business. You had about $470 million of net flows this quarter. Did that come from existing clients or did you bring in some new teams that really drove that?

Yeah. A little bit of both, Mark. We had a couple of hires in 2022, one of which really was very successful in tapping into his connections and networking and brought in about $80 million of gross money during the year. I also mentioned we really found a good opportunity given the rate environment to work with both existing customers and some new customers who are looking for more shorter-term treasury security cash strategies and that equated to about $240 million of new money in the year. So that's a little bit of a different kind of product set from our typical wealth management business, but I think a good reflection of really leveraging the retail bank and being creative to look for opportunities, given the interest rate environment. So those are really the two drivers. But the team still finds really good opportunity in our typical larger wealth products. We talk a lot about the long standing relationships that our wealth advisers and commercial lenders have created over the many years, and you're really seeing that on display lately.

Yeah. Just Mark, one thing that I want to add to this is that the code that we cracked a number of years ago is the -- completely eliminated any reluctance from the vast majority of our commercial lenders and the branches to working with wealth and providing referrals to wealth. So a stumbling block that exists in many other financial institutions.

Okay. And then what was that $650,000 one-time incentive in the wealth business?

Yeah. Just in -- we actually switched a couple of our wealth products to a different platform. And the third-party we're using for the new platform, incentivized us to make that switch. So there's a one-time fee associated with the transfer of that money from a platform perspective.

Something there was also a win-win for sort of our customer service and access and so on.

Okay. And then I know credit is not really an issue, but a couple of quick credit questions if I could. That one C&I loan that you've already provided for, I think you said you had a $14 million reserve against it. Do you think that's sufficient to be able to cover the charge that you're expecting to take? And when will you -- do you anticipate taking that charge?

Yeah. At this point, we feel that's sufficient. As I noted in my comments, there's a lot of moving pieces to it. So obviously, actual loss is still somewhat undetermined at this point, which is why we have not taken a charge-off and have taken a specific allocation. But there's really additional work being done, the company did file bankruptcy, and there is a liquidation expected of the company which will drive collection on receivables. That's our primary collateral. So it's truly just a function of how well those receivables hold up in terms of what sort of repayment we'll get through the process. We expect that timing, unfortunately, to linger a bit. This is a large, syndicated deal, many banks involved. So I wouldn't anticipate a charge-off. Well, I wouldn't expect full resolution in the first quarter, whether we'll be in a position to take a charge-off is still to be determined.

Okay. And then lastly, can you remind us, Mark, how large your Boston office book is and maybe what the average LTVs and debt service coverage ratios look like on that?

Sure. I have the dollar amount in terms of true downtown Boston office exposure is about $240 million in balances, a little bit higher in exposure. I think it's important to note, included in there is about $50 million of owner occupied. So it's a portfolio we feel really good about and is quite small in regards to the total office portfolio of about $1.5 billion. There are some other exposures in neighboring cities like Brighton, Jamaica Plain, that's probably another $80 million to $100 million in total balances. But we feel good about the exposure. I don't have all the LTV and debt service metrics in front of me, but I do know that those have been faring well. And we're not seeing anything from a pervasive control by any means -- a pervasive concern at this point.

Thank you.

Sure.

Thanks, Mark.

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

Good morning.

Good morning, Steve.

And Chris, congratulations again on your retirement here.

Thank you.

Maybe just starting off on the margin and NII outlook. Just curious, where is loan pricing these days? And then if we think about the Fed, moving to stay around 5% on Fed funds and holding there for the rest of the year, how are you guys thinking about that margin trajectory?

Sure. Yeah. So the first element of your question, Steve, in terms of new volume. Certainly, from a fixed rate perspective, we continue to see the lift of the increase in rates. So for the fourth quarter, keep in mind, there's a bit of a lag in terms of when loans are committed to versus when they hit the books. So focused primarily on new out standings for the quarter. We saw fixed rate pricing on the commercial side certainly move north to the high 5% to 6% range. For mortgage, it was more in the mid 5% range in terms of what got booked in the quarter and similarly, home equity slightly north of that. So obviously, a reflection of the rising rate environment. We've seen good churn over in terms of the yield on new volumes getting booked. In terms of longer-term margin guidance, we talked about the 3 basis point to 5 basis point increase expected here in the first quarter that would be a function of expectations around the Fed raising 25 basis points in their next meeting, which is late January or early February. If they do another 25, as you indicated, to get to that 5% Fed funds target, I think you'll find that the continued pressure on the deposit pricing will certainly mitigate really any meaningful increases of asset repricing going forward. So I think you'll see the margin. Our expectations would be that would kind of get stabilized around that high $3.80, $3.90 range, if that forward curve plays out as you indicated.

Okay. And maybe just on the deposit pricing side. I've assuming that you probably think of -- if we're holding here and deposit pricing continues over the course of the year, kind of where do you -- do you think like high $3.80 for margin is sustainable for the second half of '23 or something below that?

I think if we can, given the value of our deposit franchise and I think our proven ability to manage those costs efficiently, that is -- the goal is that we'd be able to maintain a margin in that high $3.80 range despite continuing to price up deposits where needed.

Okay. That's helpful. And then curious here with the CEO change kind of what is your internal thought process on M&A activity going forward here? And any color you can give around the discussion level in the market these days?

So here very much still interested in M&A opportunities, and I am CEO for the other what, 10 days. So if I get a call, I will certainly respond to that. And one of the first orders of business with Jeff will be sort of outlined to him sort of our incredible past history here, our success, why we've been successful. And I have a high degree of confidence that he's going to be receptive as well. In terms of what's going on in the marketplace, I mean it's one of these things that you have your list -- you have a list, you have all the candidates and every once in a while, somebody raises their hand and says, okay, I want to talk. And it's -- given the number of banks that are -- have dwindled, I -- sort of more of a random event these days than any sort of continuous flow. But I will make the very bold prediction that over time, it will continue.

All right. Thank you very much.

Our next question comes from Laurie Hunsicker with Compass Point. Please go ahead with your question.

Yeah. Hi. Thanks. Good morning.

Good morning.

Just hoping we could start over with credit. Can you just remind us, the C&I loan that's in non-performers? What is the actual net number now, net of that $14 million reserve? And then within your loan loss provisioning this quarter, did you take anything? In other words, the $5.5 million, did you take anything specific to that loan?

Yeah. So it's about a $23 million outstanding balance. So our exposure on the books, you could say, is about $9 million, given the specific reserve we've allocated. So that primarily was the driver of the $5.5 million provision, Laurie, is that one credit. We allocated money through our pooled approach in the third quarter, specific to that loan. So the $5.5 million provision recorded in the fourth quarter was to get the total allocation up to the $14 million I referenced.

Got it. Okay. So just to make sure that I'm hearing that right, Mark. So the $5.5 million that you provided this quarter, that was entirely related to the C&I loan.

For the most part. I mean we have a couple of other moving elements, but that's the main driver. Correct.

Got it. Okay. And then on your guidance, I just want to make sure that I'm thinking about this the right way. Your full year 2023 non-interest expense guidance expected to be mid to high-single digits relative to 2022. Are you stripping out the $7.1 million of merger charges from your '22 base? Are you including that in that number?

I'm stripping that out. So we're looking at it on an operating basis in terms of expenses.

Perfect. And then same thing with the 2023. Are you stripping out CEO search expenses or how do we think about that?

Those are embedded in that guidance as well. There's certainly one-time in nature. There's some transition expenses associated with that, that will be one-time in nature, but we are including that in the expense guidance we've provided.

Okay. Great. And then last question, and I saved this for last. I don't want to get choked up, Chris. I'm really going to miss you. Your whole team is obviously amazing. We appreciate how clear and transparent you've been with us over the years. Yeah. I just -- I think you're amazing and congratulations, Chris, we're going to miss you. But I guess the big question that I'm just trying to understand, you are involved in absolutely everything, you sit on so many boards, you are the largest insider holder in terms of stock. And you're younger than some of the Board members, and the Street absolutely loves you. Why not stay on the board? Can you help us think about that a little bit? And I realize I'm putting you on the spot. My last question is you're on this earnings call, but just really want to understand it. You are so well loved, that showed up in your price premium for so many years. And I just want to understand why you're not staying involved. Thank you.

Yeah. Well, Laurie. Now you and I go way back. I think you were in the very first analyst I met back in 2003. I went to many of your gatherings at which I met many other fellow CEOs, and you helped me get established and understand what the market is all about. And for that, I'm very appreciative. And I'm also extraordinarily complemented with your question. The -- I mean, you've seen a lot. You see a lot of banks and to may -- ask this question makes me feel very gratified that we've done a good job over the years. But to answer your question specifically, I'm taking a page out of my predecessor's playbook. He was a great CEO, too. He saved the bank. I mean, he -- this bank was -- we would not be having this conversation today if it wasn't for Doug Phillipson. He recapitalized the bank, he brought an amazing set of talent in here, and he really set in place, the momentum and the bones upon which this management team has built the bank over the last 20 years. And one of the things I really appreciated about Doug, is that he was there for me. Any time I needed some clarification or a question, he was more than happy. But in terms of setting sort of a new energy, a direction and sort of amping up and the emphasis that I brought to the table, whether it was in the wealth management space, how to think about ramping up the retail space, home equity, some of the technology stuff, he stayed out of my way. I mean and he was not in the boardroom where directors quite frankly, I think, given his reputation would be looking at him every time I said something and just sort of saying, well, Doug, what do you think about this? And I think I need to do that same thing for Jeff. I will be available. Technically -- I mean, literally available for the rest of the year. But after that, I do have relationships and whether it's -- I can -- and I still will, despite not being on contract or in payroll, will be representing Rockland Trust in the marketplace with my community activities, the association of Chris Oddleifson and Rockland Trust is still going to be there. And lastly, Laurie, from a personal perspective, I want more time to do some other things. I'm 65 -- will be 65. I figure I have another 20 years of activeness. My wife and I are planning sort of the -- of ranking the activities with respect to how much physical activity is required. So maybe we'll visit the lou (ph) when we're in wheelchairs. But there are other things, I'm visiting Machu Picchu or require some having some athleticism, I think maybe we'll do early on. So I'm looking forward to that aspect, too, Laurie. But thank you very much.

Thank you, Chris, and have fun in Paris, and it's been lovely working with you. Congratulations. That’s it from me.

Thank you.

Our next question comes from Chris O'Connell with KBW. Please go ahead.

Good morning and congratulations, Chris on your retirement and incredibly successful and consistent track record here over the past 20 years.

Well, thank you.

So I wanted to start off on capital levels, which remain robust and increase this quarter. No share repurchases, it seems like during the quarter, but you still have an authorization outstanding here. How are you guys thinking about the utilization of the share repurchases going forward given that balance sheet growth appears to be more muted in 2023?

Yes. Great question, and I think we always answer this question pretty consistently and that is, the share repurchase plan is in place to be opportunistic. We're very comfortable with our capital levels. This gives us a lever we can pull in the event, the economics and the situation on hand makes sense to. So we always think about share repurchase activity as being the right decision for value for our shareholders. We only execute at prices that we feel represent a fair price and given our historical track record and would give us a tangible book earn back period that we are comfortable with in terms of that immediate dilution of buying back. So we typically don't talk to what that exact number is, but that is constantly in the analysis that we performed throughout the year is to gauge what is the right level that we're comfortable with, and it's there in place if the stock price does come under some pressure, and we think it's appropriate to buyback at levels. So we're happy, it's there. It gives us plenty of flexibility moving forward.

Got it. I mean the share price is relatively similar to where you guys were doing repurchases in 2Q and 3Q? Have there been any repurchase activity so far in the new year?

We haven't disclosed that, Chris, yet. So we'll certainly provide quarterly updates on that.

Okay. Got it. And switching over to loan growth, the pipelines, it seems like, although down a little bit quarter-over-quarter, it seemed to be a relatively strong or similar levels to where they were in the past quarter. And you're talking about in the prepared comments a little bit about less CRE payoffs coming up for 2023. So putting that together, can you talk a little bit about the first quarter and how you see the cadence of loan growth progressing throughout the year?

Yeah. I think our expectation is, there's so much uncertainty in the environment. We really are looking at it, only three months to six months out at a time. And I think you referenced to the approved pipeline here at year-end, it's down a bit from where we were in the fourth quarter, but not material. And you saw the results in the fourth quarter with the growth we experienced across most of the commercial books. So we think it's -- we're very positive about the opportunity. Certainly, the rate environment is helping in terms of seeing some reduced level of payoffs. There are some credits out there that we think may still exit and may be in the process of being refinanced. But for the most part, that activity has subsided pretty meaningfully. So I think even with a more cautious approach to new deals given the uncertainty in the environment, the lift we're getting from the reduced payoffs, we think translates to some level of modest growth as we noted in our guidance.

Okay. Got it. And as far as cash levels, I know it'd be bouncing around depending on deposit flows, but is there a minimum level of kind of overall cash that you guys want to retain on balance sheet over the long term?

No. When we look at liquidity balances as a whole, Chris, and comfortable with absolute levels of liquidity, whether that's cash or other short-term investments. So there isn't a specific cash number that we're targeting. Just a reminder, we have zero wholesale borrowings on the balance sheet today. So we have plenty of access to off-balance sheet liquidity. We have different avenues we could go down when and if that need arises. So we're comfortable borrowing overnight. We're comfortable extending into longer-term borrowings if pressure on cash subsides. So we think we're very well positioned to just take that. And as it comes over the first three months to six months, certainly monitoring our deposit outflow will be a big driver as to any decisions we make on any long-term financing. But at this point, I think it's still very fluid that you'll likely see at least in the first quarter, some level of cash and/or overnight borrowings if that situation arises.

Understood. Appreciate the time. Thanks for taking my questions.

No problem.

This concludes our question-and-answer session. I would like to turn the conference back over to Chris Oddleifson for any closing remarks. Please go ahead.

Yeah. Thank you very much, everybody, for joining us today. And for 20 years, I said, I'll see you and talk to you in three months. That's not the case. It's been a real pleasure being on these calls, all these years, and thank you for your interest and support, and I wish you very well. Goodbye.

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