Good morning, everyone, and thank you for joining us today for Old Second Bancorp Incorporated's Third 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 home page and under the investor relations tab. Now, I will turn it over to Jim Eccher.

Good morning, everyone, and thank you for joining us. I have several prepared opening remarks and will give you 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 to our Q&A. Net income was 23 million or $0.50 per diluted share in the third quarter of 2024 and return on assets is 1.63%. Third quarter 2024 return on average tangible common equity was 17.14%, and the tax equivalent efficiency ratio was 53.38%. Third quarter 2024 earnings were negatively impacted by $2 million of provision for credit losses in the absence of significant loan growth, which reduced after-tax earnings by $0.03 per diluted share. However, despite this profitability, Old Second remains exceptionally strong, and balance sheet strengthening continues with our tangible equity ratio increasing by 75 basis points linked quarter to 10.14%. Common equity Tier-1 increased to 12.86% in the third quarter, and we feel very good both about profitability and our balance sheet positioning at this point. We are pleased to announce a 20% increase in the common dividend this quarter, reflective of continuing strong profitability and a well-capitalized balance sheet. We would like to position ourselves to regularly deliver growth in the common dividend as we continue to build Old Second into one of the best banks in Chicago. Our financials continue to reflect a strong net interest margin, even as market interest rates begin to decline. Pre-provision net revenues remain stable and exceptionally strong. For the third quarter of 2024, compared to the prior year-like period, income on average earning assets increased 1.8 million or 2.5%, while interest expense on average interest-bearing liabilities increased 4.3 million or 38.4%. The increase in interest expense is…

Thanks, Jim. I don't know there's a ton more for me to talk about. I think Jim covered a lot of things. Net interest income increased by a little less than $1 million or 1.5% to 60.6 million for this quarter ended September 30, relative to 59.7 million last quarter. Securities yields increased 17 basis points and loan yields increased by 16 basis points. Total yield on interest-earning assets up by a similar 16 basis points up to 583 basis points in aggregate. This is partially offset by 15 basis point increase in the cost of interest-bearing deposits and 19 basis point increase to interest-bearing liabilities in aggregate. The end result of that was a 1 basis point increase in the NIM. Basically making my guidance from last quarter wrong yet again, but not by much. Obviously, we have rate cuts now, 50 basis points and more expected in the forward curve, which tends to show up in market indices before the cuts actually happen and does impact our margin. I don't have anything different to say in terms of the guidance there. I still think it's around 7 basis points per 25 basis point cut impact to the margin. That will be mitigated somewhat in the near term by the announced acquisition of 5 branches and a couple hundred million in deposits that are coming with that that we expect to close in early December. Deposit flows this quarter were pretty much stable. Nothing like the volatility we saw last year and earlier this year. Average deposits decreased by $91 million or 2% quarter over linked quarter and period end total deposits somewhat better at 56.3 million or 1.2%. Deposit pricing in our markets has come down a bit, but it remains exceptionally aggressive relative to the Treasury curve.…

All right. Thanks, Brad. In closing, we remain confident in our balance sheet and the opportunities that are ahead. 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 more resilient than some expect, and income statement efficiency remains at record levels. I am proud of the year that is shaping up for us, given the risk we have faced. That concludes our prepared comments this morning, so I'll turn it over to the moderator, and we can open it up to questions.

Thank you. Ladies and gentlemen, the floor is now open for questions. [Operator Instructions] And your first question this morning is coming from Terry McEvoy from Stephens. Terry, your line is live. Please go ahead.

Maybe if you could talk about loan pipelines today and thoughts on organic loan growth over the next several quarters for the bank.

Yes, sure, Terry. Good morning. Yes, this is the time of the year heading into, the last quarter pipelines generally are a little softer than they were in the second and third quarters. I will say, pipelines are better than they were a year ago, but traditionally the fourth quarter is a softer quarter for us. I think looking into 2025, we still think and confident that we can be a mid-single-digit grower organically in loans.

Thanks, Jim. And then maybe a question on expenses, kind of looking out into 2025. Anything to call out in terms of technology spending, digital spending, preparing for being a larger bank? And how do you think about just that core expense growth next year?

I think the biggest driver for expense growth for us next year is going to be on the salary and benefits line. I think you're likely to see something kind of mid-single digits, maybe in the three to five percent range. And some of that is the benefits that's not fully baked yet in terms of what we're going to see there. Most of the technology spend and infrastructure spend, to be quite honest, we were spending like a drunken sailor for the better part of the last two years trying to get all the infrastructure in place. I don't anticipate a lot of CapEx moving forward into next year. So I think expense growth will be pretty modest outside of what happens with employee benefits. I think that, obviously some parts of the wage scale are suffering more than others in terms of the inflation that we've seen. I think we all see that at the grocery store. There's no doubt it's cumbersome. It's not devastating to many. And we are committed to taking care of our employees and making sure that we offer a very good value proposition and believe we're an excellent place to work and we intend to honor that. Great.

Thank you. Your next question is coming from Chris McGratty from KBW. Chris, your line is live. Please go ahead.

Jim or Brad, the 7 basis points per cut is roughly mapping to kind of like a 4% terminal margin, if you believe the futures market, which I think we can debate. Is that about the right way to think about it, given the position of the balance sheet and the transaction that's pending?

I think we can do better than that, Chris, to be honest. I think we've learned enough that how damaging 0% rates are and we can talk about where the terminal is and get into all that. There's a lot of things going on right now. And it is very difficult to know what actually is the right level of interest rates for this economy. I think an election plays a part in it. I think the fiscal mess we've gotten into plays a part in it. And we've all seen how very wrong the forward curve can be just in recent history. So it's difficult to know what's going on there. I think that if, say, for example, that the terminal Fed funds is 3%, we are significantly far north of a 4% margin, just given where we are and how we're constructed. I think that a higher curve at the short end which is anything above 2.5%, there is no reason why Old Second wouldn't be north of a 4% margin.

Helpful. Thank you. And then, Jim, on capital -- markets are up. I mean, any change in kind of timing or priorities on either pulling that buyback or doing something inorganic? Maybe how would you describe the inorganic opportunities today?

Yes, I mean, obviously, we're building capital rapidly every quarter. Chris, we understand to maintain a high level of return on tangible common, we're going to need to deploy some of that capital. All that you mentioned is on the table at this point. We are open to inorganic growth. The buyback is still on the table. You saw that we raised the dividend this quarter. We're fully aware of where we're at with capital. It's going to be one of our key initiatives heading into 2025.

Thank you. Your next question is coming from Nathan Race from Piper Sandler. Nathan, your line is live. Please go ahead.

I was wondering if you could just spend some time describing the $14 million loan that moved to non-performing in the quarter and also any additional color on the $36 million, roughly, in classified loans that include as well.

Sure, Nate. I mean, the increase in non-accruals is stemming from one commercial credit C&I loan that deteriorated late in the quarter. We thought it was prudent to take that to non-accrual. Cash flow is strained with this company. We're still in the early stages of assessing next steps here, but our strategy has always been to be an early identifier. And we're moving towards, hopefully, a remediation process that's going to allow us to mitigate any significant losses there. And what was the second part of your question, Nate?

Yes, I think we had about $35.5 million in classified loans that flowed in the quarter. Obviously, classifieds came down in aggregate just based on some improvement across some other loans, but we're just curious in terms of the inflow drivers.

I mean, there was some inflow and obviously a lot more outflow, but movement was significant in the quarter. We had really a couple of credits that we took to the substandard, although they're still accruing. One was a healthcare loan. One was a C&I loan. Both are we feel pretty well collateralized. Then we had $36 million in reductions to substandards. And the reasons behind that ranged anywhere from loans that were paid off, either upgraded, curtailed, or paid off by a sponsor. I will say this. We feel we've got our arms around the office portfolio pretty well. We actually have no office loans in Chicago that are classified, so that's the first time that's happened in a couple of years. We're down only $9 million in classified loans in the office book, so we feel really good about that. It's really still working through healthcare at a couple of these C&I loans, but by and large, we still feel very confident in the portfolios.

Okay, great. That's very helpful. Then just thinking about future levels of provisioning going forward, it seems like you're not seeing much in the way of lost content going forward. And loan growth may be still somewhat slow here in the fourth quarter, but any thoughts on just how you guys are thinking about the provision and reserve trajectory going forward, absent any deterioration broadly?

Yes, I think this quarter, you saw a $2 million provision. Some macro factors were tweaked, but we had run that allowance down a little bit to last couple of quarters, so we feel a lot more comfortable north of 1%. Yes, I think future provisioning in that $2 million range per quarter is probably a good way to think about it going forward.

Okay, great. And then just another one on the margin outlook. I believe Brad mentioned you should have some offsets with the branch deal coming online here late in the fourth quarter in terms of that 7 basis point impact following each 25 cut, so just curious how you're thinking about what the magnitude of that offset could be with that branch yield depending on how you're thinking about redeploying those proceeds. I imagine loan growth is the number one priority there, but just curious how you're thinking about also redeploying in the bond book as well.

You kind of answered it in the way you asked it, is that it's highly dependent upon what we do with it. We framed that deal announcement on a bit of an unusual basis in that trying to keep it as simple as possible, we just said if we elected to take the liquidity and pay down overnight borrowings, that it would be 5% accretive to earnings and roughly 10 basis points accretive to margin. If we do something different than that, it could be more or less. So there's pretty much its impact is anywhere between a flat margin next quarter to maybe if we're more conservative and put it in a bond portfolio and instead of a 15 basis point decline in the margin, it's more like a 7 basis point decline in the margin. It's highly dependent. I would say that feels like a wishy-washy answer, but it's really not. Given the volatility that we have in a given three-month window as it's occurred over the last six months. We go from 200 basis points of cuts before the end of the year to the long end of the curve absolutely rejecting every message point that we've seen over the last two weeks. Things move around quite a bit. I can tell you that I kind of alluded to it a little bit. I see a hell of a lot more value in basically high credit tranche, variable rate commercial-backed securities than I do anything else at this point. If somebody's reaching for duration at this point, it's a fool's errand. I'm not entirely confident that the Fed stance on inflation could be a lot more aggressive fight on the other side of an election. I certainly see things that indicate that inflation is by no means the corpse that people thought it was. So we're being cautious. And don't get me wrong, when I speak about this, you could get the impression that we're taking some sort of rate bet. We're not. We're doing the very opposite of that and just staying short and flexible. And I think that's the best path forward for Old Second.

Got it. That's helpful. One last one from me, just going back to the M&A discussions earlier. Could you guys just remind us in terms of the size of potential partners that you would look to acquire down the road?

Yes. I mean, obviously, Chicago's obviously still overbanked in a lot of areas. We think there's a lot of opportunity just in our core market. But for us, I think anything from $500 million to $3 billion would be something we would be interested in. And conversations are ongoing and active right now.

Thank you. Your next question is coming from David Long from Raymond James. David, your line is live. Please go ahead.

On the lending side, it seems like you guys have the infrastructure in place, people in place to take advantage of the backdrop if it was appropriate to grow more aggressively, see more than mid-single-digit loan growth. What would it take for Old Second to increase your appetite to lend at this point?

Well, I think, one, demand's got to improve. We're not seeing demand like we did 18 months ago. But also, risk-adjusted returns just haven't been there for us. And when you have the benefit of a 460 margin of chasing loan growth at yields around 7%, don't make a whole lot of sense. We do have the team in place to be a high single-digit grower. I think as the economy continues to evolve, we get a few more rate cuts, we get some clarity around the election. And I do think we'll get back to a mid-single-digit grower. We'll continue to look add new teams as they become available. But that's kind of where I see 2025.

And David, we saw as soon as those rate cuts occurred and maybe even on the forum, market pricing for loans that we were bidding on immediately get into the low sixes. And so competitors aren't wasting any time. And if you just take a step back and think about that for a second, you're looking at effectively a three-year loan that you're earning 6% on, that your marginal funding cost is 5%. And then you're at 50 basis point provision, you're talking about a marginal return on equity that is paltry. And that's where markets have been. And some of that's just a function of an inverted curve. And you can pretend all you want that a deeply inverted yield curve doesn't impact our industry, but it sure as heck should in terms of how you think about investing capital. And that's what we've tried to explain perhaps ineloquently at times, but that's why you haven't seen a lot of growth from us. I think that we could be quite aggressive in terms of growing earning assets in an environment where the curve is simply flat. That offers a lot. I think that certainly the level of volatility that we've seen in interest rates for the last six months specifically, and certainly for the last two years more generally, makes things very difficult in terms of growing earning assets consistently.

Got it. Thanks for the color there. And then a follow-up question, Jim mentioned the potential for more credit resolutions to come. I know you're going to have those from time-to-time, but it seems a bit elevated here given some of the moves you made, which seems to be ahead of most of your peers. But can Old Second record another, can you have another quarter or two with recoveries exceeding gross charge-offs?

As we said, we remain hopeful that we can recover a significant portion of the losses that were charged off last year. Whether that occurs or not is uncertain, but we have said that we expect mitigation efforts to be less costly than what you've seen from us over the last 12 months. Now, a million or two may show up here or there as we elect or don't elect to pull the trigger and exit something that we're worried about. So that's hard to predict, but we don't see anything big and lumpy, I guess is the real takeaway.

Thank you. Your next question is coming from Martin Friedman from FJ Capital. Martin, your line is live. Please go ahead.

Congratulations on a good quarter. Just wanted to expand upon the M&A discussion, Jim or Brad. To me, it looks like you didn't buy any stock this quarter. Is that suggesting that something is imminent on the M&A front? And given the capital build, why can't you do both at the same time?

In short, we can. There's no reason why we can't. Now, capital levels will come down a little bit with the branch purchase. That will burn 30 to 40 basis points of capital. The movement this quarter, obviously, is extreme, and that's reflective of an AOCI just basically collapse for us. Now, we do add organically what is about 30 to 40 basis points of tangible equity per quarter. I would say this, too. Our earnings have been more resilient than I think anybody expected from us. At least on some level be that in the future or currently. If you look at evaluation on an earnings basis, Old Second looks downright hated in some respects. But there's been a significant risk of a recession at least or the potential for a recession at some time. And I think that as we work through some credit problems, and there was some skepticism about what was going to happen with credit trends at Old Second, building tangible book value is something that has provided a level of stability. And make no mistake, carrying more capital at a point where the curve is higher at the short end carries relatively little cost. And the barriers to entry to M&A this time is capital, and a lot of people don't have it, which is kind of the reason we alluded to it being a favorable environment for banks like Old Second. We have what it takes at this point, which is a well-positioned balance sheet and a lot of capital flexibility. You're right in that one does not preclude the other. What you have is our commitment that we are focused on a return on tangible common, as Jim mentioned. And if earnings come down, the likelihood of capital being returned goes up exponentially. We will be smart with capital levels and the return that we earn and are provided to our shareholders. And that's the primary focus. I know certainly that you understand that, Marty, and I hope others understand that as well.

Great. Thank you. And I have another question about the margin, but I'll ask you offline.

Thank you. [Operator Instructions] And your next question is coming from Jeff Rulis from DA Davidson. Jeff, your line is live. Please go ahead.

I just wanted to follow on the non-accrual, just in terms of the inflows of the increase there, you mentioned the C&I credit. What industry was that, and if that was related to the inflows on the classifieds as well?

Yes. The main inflow was that one C&I credit. And the scrapping industry just has been not performing, and we thought we'd be aggressive with the downgrade. I don't have a whole lot more to share at this point, but that was really the main credit that migrated. The remaining credits in the substandard bucket, I think I mentioned the two main ones, another healthcare facility and a solutions product company that had negative debt service coverage, but still accruing. But many more upgrades than downgrades in the quarter. So overall, we still feel good about the portfolio. Obviously, we're going to have to, from time-to-time, some credits go south, and we feel like we'll get our arms around this one and hopefully take next steps to remediate.

Okay. So it sounds pretty idiosyncratic. The scrapping industry credit was a bit of a one-off in terms of not seeing other factors. Okay. I wanted to just, one other thing on the deposit side, you mentioned some larger non-interest-bearing depositors into quarter departures. Any sense of that seasonality?

I don't recall mentioning that. So I think when you look at what happens with Old Second's deposit base, I don't think anybody would be confused in terms of what we look like at this point. We are, our deposits, our funding is dominated by very low-balance denomination checking accounts. If you look at where stress is, given the level of inflation, given some softening in employment, it is at the low end of the wage scale, which is where we live on the funding side. We are not seeing negative impacts in terms of either account closures or anything other than just average balance migration down reflecting of these difficulties at the low end that I believe is driven by inflation. That's been true for two years now. I think that, when the liquidity spigots are open, you do see deposit funds flowing into the industry that many confuse with organic growth. I assure you, it is not. And we saw some of that too, just as people fled fixed income markets, namely public funds and larger commercial customers. But no, we are not seeing significant migrations or loss of accounts or anything like that. As a matter of fact, we have a positive open-to-close ratio here recently this year, our first time since the closure of West Suburban in terms of that acquisition. And we are now opening more accounts than we are closing which the reason why you don't hear about that statistic very often is because it is overwhelmingly negative for our industry as a whole.

Brad, I guess I'm referencing the $60 million non-interest bearing deposits by a few larger customers that linked quarter, just interested in that flow, again --

That's just liquidity flows and seasonality and tax payment flows, nothing significant.

And is there seasonality with those customers that you believe comes back? I'm sorry. It was a yes?

Yes

Thank you. Your next question is coming from Brian Martin from Jenny. Brian, your line is live. Please go ahead.

Jim, you went through the criticized level. Can you just talk about where that was at this quarter relative to last quarter? I think you kind of said I think maybe what it went up or down. I missed what you said specifically. But I thought the criticized were about $187 million last quarter. We know classifieds went down a bit. Were criticized equal this quarter, meaning the special mention maybe went up a bit? Or just link quarter change and criticize?

Yes, pretty flat. I think up a tick, Brian, from last quarter's special mention was a substandard. We're down about $9 million, and then, the one credit that went to not accrual, a lot of migration in and out. But hopefully that answers your question.

Yes. So if classifieds were down 8 or 9, then special mention were up 8 or 9, and kind of net neutral to the total criticized. That's fair?

That's correct.

Yes, okay. Perfect. That's what I thought. Thanks, Jim. And then in terms of the buyback, I guess, Brad, I think it sounds like the inorganic is maybe the priority if it's available. But on the buyback, can you talk about, give some thoughts on pricing as far as where you're interested in buying the stock? I think a while ago you talked about maybe wanting to do it at pretty attractive levels. Some thought on if you do go that route based on what's available?

I mean, everybody loves a bargain, right? But there's nothing about our current valuation that will preclude a buyback.

Okay. Got you. Okay. And then I think just given you're out with Brad, that maybe inflation isn't quite gone yet. I mean, if we don't see the forward curve come to fruition and see these rate cuts or significant rate cuts materialize, I mean, fair to say that the margin is relatively flattish or down modestly as you kind of go into next year, especially with --

My gut would say down modestly. I think there's a very difficult time to be an economist, not that economists have a very good track record of ever being correct. But I think where we are on the eve of an election that is very polarizing, just being overly blunt because that's what I do, I'm not sure that we'll have a willingness to declare victory on inflation on the other side of an election if Trump is the winner of the election. So I'm cautious and think that things can snap in either direction pretty aggressively. And that's why we've maintained our positioning is relatively neutral. And I think that we'll know more in a few months.

Yes. Okay. And then in terms of, I think Jim mentioned that you might mention a little bit more on the optimization of the balance sheet, Brad, I guess. Can you just expand a little bit on that or just how you're thinking here the next couple of quarters?

I would like to earn in excess of a 4% spread on marginal growth on the balance sheet. And if we can't, then we can sit tight for a bit.

Okay. And last one, since economists are usually not right, Brad, I know the tax is a favorite item of yours. So the tax rate was down a little bit this quarter. Is that probably a decent rate to use as we look forward given the changes?

No. Yes. I love -- I've thought about this a lot and I was going to answer your question, Brian. And I've decided that I'm going to go with an oddly specific guidance for tax rate, and we're just going to see how it turns out. And then you guys can really give me a hard time when I'm wildly wrong. I'm going to go with 24.763 for the effective tax rate going next quarter. We'll see how I do.

Okay. And big picture for next year, can you give a thought as far as how you're thinking about that or still stick with your --

I really like that 24.763. I'll add another digit on there. We'll call that 7635. That's what I feel good about.

All right. We'll stay tuned. I appreciate the color and thanks. Great quarter, guys.

Thank you. And there are no further questions in queue at this time. I would now like to hand the floor back to Jim Eccher for closing remarks.

Okay. Thanks, everyone, for joining us. We appreciate your interest in the company. Look forward to speaking with you again next quarter. Goodbye.

Thank you. 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.