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spk00: Additional information and where to find it. In connection with the proposed merger, Old National has filed with the SEC a preliminary registration statement on Form S-4 that includes a proxy statement of Capstar and a prospectus of Old National, as well as other relevant documents concerning the proposed transaction. Investors and security holders, prior to making any investment or voting decision, are urged to read the registration statement and proxy statement slash prospectus. and any other documents filed with the SEC in connection with the merger or incorporated by reference into the proxy statement slash prospectus because such documents contain important information regarding the proposed merger. Investors and security holders may obtain free copies of any documents and other documents filed with the SEC on its website at sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by Old National on its website at oldnational.com and Capstar on its website at capstarbank.com. Participants in the solicitation. Old National, Capstar, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of Capstar in connection with a proposed merger. Information regarding the directors and executive officers of Old National and Capstar and other persons who may be deemed participants in the solicitation of the shareholders of Capstar in connection with the proposed merger are included in the proxy statement slash prospectus for Capstar's special meeting of shareholders, which was filed by Old National with the SEC on January 3, 2024. Information about the directors and officers of Old National and their ownership of Old National's common stock can be found in O'National's definitive proxy statement in connection with its 2023 annual meeting of shareholders as filed with the SEC on March 30, 2023, and other documents subsequently filed by O'National with the SEC. Information about the directors and officers of Capstar and their ownership of Capstar's common stock can be found in Capstar's definitive proxy statement in connection with its 2023 annual meeting of shareholders as filed with the SEC on March 10, 2023, and other documents subsequently filed by Capstar with the SEC.
spk10: Welcome to the Old National Bain Corp. 4th Quarter and Full Year 2023 Earnings Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's Regulation FD. Corresponding presentation slides can be found on the Investor Relations page at oldnational.com and will be archived there for 12 months. Management would like to remind everyone that certain statements on today's call may be forward-looking in nature and are subject to certain risks, uncertainties, and other factors that could cause actual results or outcomes to differ from those discussed. The company refers you to its forward-looking statement legend in the earnings release and presentation slides. The company's risk factors are fully disclosed and discussed within its SEC filings. In addition, certain slides contain non-GAAP measures. which management believes provide more appropriate comparisons. These non-gap measures are intended to assist investors' understanding of performance trends. Reconciliations for these numbers are contained within the appendix of the presentation. I'd now like to turn the call over to Old National's CEO, Jim Ryan, for opening remarks. Mr. Ryan?
spk09: Good morning. Old National reported strong fourth quarter and record full-year results earlier this morning. During 2023, we successfully navigated a challenging interest rate environment along with industry-wide liquidity pressures earlier in the year. At Old National, executing our basic banking strategy served us well. In fact, our 2023 adjusted EPS, return on average tangible common equity, and efficiency ratio were the best in our nearly 190-year history. Tangible book value per share also grew by 17% year-over-year. combined with our roughly 3.7% average dividend yield, gave shareholders a strong return for the year. Our peer-leading deposit franchise, disciplined loan growth, strong credit quality, and well-managed expenses and dedicated team members who are committed to our clients and communities drove these outstanding results. While many in our industry spent the year on defense, We remain on the offense by continuing to invest in new client-facing and key support talent and being ready and opportunistic for acquisitions, as evidenced by our recently announced Capstar Bank Partnership, which will expand our franchise to the highly dynamic markets of Nashville, broader Tennessee, and Asheville, North Carolina. I will share more details about our progress with the strategic partnership later in my comments. Starting on slide five, GAAP. Earnings for the year were $1.94, and adjusted EPS was a record at $2.05 per common share, representing a 5% increase year-over-year. Our adjusted return on average tangible common equity and efficiency ratio were records at 21.3% and 50.4%, respectively. Adjusted ROA was a strong 1.28%. Moving to slide six. we reported gap earnings for the fourth quarter of $0.44 per common share. Our adjusted EPS was $0.46 per common share, and our adjusted results included higher than run rate costs related to a true-up of the accrual for the annual short-term incentive plan and additional tax credit amortization for the quarter. When combined, resulted in an after-tax adjustment of approximately $7 million, or $0.02 of earnings per share impact. Returning to our Capstar partnerships, We have filed our regulatory application and announced an additional $1.2 billion investment in Tennessee as a part of our existing community growth plan. As we spend time with our new team members, we are even more excited about our partnership. Our existing team in Nashville was already off to a great start, and we're seeing many new client acquisition opportunities from that team, which will only build as we close on our partnership. We still expect to close in the first half of the year. In summary, our 2023 EPS results proved more durable than most peers in a challenging year due to relentless focus on the basics, growing core deposits, consistent and strong underwriting, disciplined expense management, and ample capital. Brendan will provide you with our official 2024 outlook at the end of his prepared remarks. But as I look forward, it's difficult to predict what the year will bring. Predictions range from a few rate cuts to more than a handful, from a soft landing to something more severe. Regardless of what transpires, we have entered 2024 in a strong position by continuing to execute on our basic banking strategy, and we are set up to be successful in whatever comes our way, as we have for the past 190 years. I would like to recognize Mike Scudder. As planned, Michael retires Executive Chairman of Old National Bancorp at the end of January. I want to thank Mike for his combined 38 years of outstanding leadership and dedication to First Midwest and Old National. His contributions to the board and me personally were invaluable as we completed our transformational partnership and successfully navigated the last two years. Thank you. I will now turn the call over to Brendan to cover the quarterly results in more detail.
spk05: Thanks, Jim. Beginning on slide 7, we present our fourth quarter balance sheet, which highlights improvements in both liquidity and capital positions. Our fourth quarter core deposit growth has allowed us to organically fund loan growth and continue to reduce wholesale borrowings and broker deposits. We ended the year with a strong CET1 ratio of 10.7%, and we continue to accrete capital at a faster pace than most through the combination of our better-than-peer return profile and our at-peer payout ratios. tangible book value per share grew 11% quarter over quarter and 17% year over year due to strong earnings and a 24% improvement in AOCI. Overall improvements in our liquidity and capital levels allowed us to stay on the offense in 2023, and our Q4 performance only strengthens our position as we begin 2024. On slide eight, we present the trend in total loan growth and portfolio yields. Total loans grew in line with our expectations, and we remained focused on full relationships and structure at a price that meets our risk-adjusted return requirements. The investment portfolio increased during the quarter, largely due to changes in fair values. Please note that we did execute a small loss trade on $41 million of securities with an earn back inside of one year. Moving to slide nine, we show our trend in total deposits, which were stable quarter over quarter, including $340 million of normal seasonal public fund outflows and a $164 million decrease in broker deposits. Our broker deposits as a percentage of total deposits is now 2.7%, which is well below peers. We experienced strong growth in both personal and business accounts, largely through CD and money market promotions. New checking account acquisition was strong and continues to outpace attrition. However, migration to higher yielding products continues to impact the growth in this category. We are still experiencing upward pressure on deposit rates, but we have seen a marked deceleration in deposit costs in the quarter and into January. Total deposit costs for the month of December was 190 basis points, only five basis points higher than our Q4 average. Overall, we are exceptionally pleased with the execution of our deposit strategy that has led to above-peer deposit growth at below-peer costs. Slide 10 provides our quarter-end income statements. We reported GAAP net income applicable to common shares of $128 million, or 44 cents per share. Reported earnings include the following pre-tax items. A $21.6 million gain on the sale of Visa Class B shares, as well as a $19.1 million charge for the FDIC special assessment, $6 million in merger-related charges, and a $4 million contract termination charge. Excluding these items are adjusted earnings per share with 46 cents. Moving on to slide 11, we present details of our net interest income and margin. As expected, deposit repricing led to modest declines in both net interest income and margin. New loan production rates of 7.72% and marginal funding costs in the low 4% range support our expectation that net interest income should bottom out in Q1. Slide 12 shows trends in adjusted non-interest income, which was $79 million for the quarter. All of our primary fee businesses performed as expected, with seasonally lower mortgage revenue. Continuing to slide 13, we showed the trend in adjusted non-interest expenses, which were generally aligned with our Q3 guidance, excluding $10 million of year-to-date performance-driven incentive accrual true-up and $5 million in higher amortization of tax credit investments. Our 2023 incentive plan was tied to deposit costs and growth relative to our mid-sized peers. Our outperformance in both these categories was critical to our record year and ultimately drove the higher incentives. The tax credit amortization charge was due to timing of project completion with the corresponding offset in tax expense. While both these items are within core earnings, we obviously do not expect them to run right into first quarter. On slide 14, we present our credit trends, which remain stable, reflecting the quality of both our commercial and consumer portfolios. Delinquency and non-performing loan ratios are largely unchanged. Non-PCD net charge-offs were a low three basis points, with PCD charge-offs of nine basis points. Our fourth quarter allowance, including reserve for unfunded commitments, was unchanged at 103 basis points, and there were no material changes to our model assumptions, and the weighting on the Moody's S3 scenario remains at 100%. On slide 15, we provide a comprehensive overview of our capital position at the end of the quarter. We observed improvements in all regulatory capital ratios and an 11% increase in our TCE ratio driven by strong earnings and assisted by improvements in AOCI. Following our 24% recovery in Q4, we anticipate an additional 20% of our outstanding AOCI to accrete to capital by the end of 2024. In summary, we are very pleased with our fourth quarter and full year performance in what was a challenging year for our industry. 2023 proved to be a record year and a number of critical performance metrics, including adjusted EPS, return on tangible common equity, and efficiency ratio. We have improved the efficiency of our balance sheet with strong core deposit growth, which has led to better funding mix and better than expected net interest income. We continue to demonstrate our ability to expand our customer base while maintaining peer-leading deposit costs. Our strong liquidity also positions us well to take advantage of new lending opportunities. the credit portfolio remains stable, and our disciplined approach to managing expenses is evident in our full-year adjusted efficiency ratio of 50.4%. Slide 16 includes additional detail on our rate risk position and net interest income guidance. NII is expected to fall approximately 2% in Q1, remain flat in Q2, and then begin to increase in the back half of the year. The assumptions are all listed on the slide, but I would highlight a few of the primary drivers. First, we assume three rate cuts in the back half, consistent with the Fed guidance. Second, we are anticipating additional late-cycle deposit repricing that will give us a terminal beta of 39% by mid-year and a non-inter-sparing deposit mix that falls to 24% by year-end. Lastly, we assume the closing of our Capstar partnership at the end of Q2. We believe we have positioned the balance sheet well as we approach the end of this rate cycle, with most of the work to achieve a neutral rate risk position behind us. Also, we did run a forward curve scenario, including six rate cuts, and the result was not materially different from our three rate cut scenario. Slide 17 includes thoughts on our outlook for the remaining items for the first quarter and full year 2024, and all guidance assumes Capstar closes at the end of Q2. We believe our current loan pipeline should support first quarter growth in the 1% to 2% range and full year growth of 12% to 13%. We anticipate continued success in the execution of our deposit strategy and expect to meet or exceed the industry growth in 2024. We expect Q1 non-interest income to be consistent with Q4 with the full year up 6% to 7% with the typical seasonal patterns. Our expense outlook for the first quarter should be approximately $248 million, modestly higher than our Q4 base of $240 million, which excludes the incentive through-up and tax credit impact. For the full year, we expect expenses just over $1 billion. Net charge-offs are expected to range between 15 to 20 basis points, and provision expense should be approximately $80 to $85 million for the full year of 2024. This excludes the day one non-PCD double count associated with the acquisition. Turning to taxes, we expect both a first quarter and full year effective tax rate of approximately 25% on a core FTE basis and 22% on a GAAP basis. With those comments, I'd like to open up the call for your questions. We do have the full team available, including Mark Sander, Jim Sangren, and John Moran.
spk10: At this time, I would like to remind everyone to ask a question. Simply press star followed by the number one on your telephone keypad. We do ask that you please limit yourself to one question and one follow-up, then re-enter the queue for any additional questions that you might have. Our first question will come from the line of Scott Seifers with Piper Sandler. Please go ahead.
spk06: Good morning, everybody. Thanks for taking the question. Good morning, Scott.
spk09: Good to hear from you.
spk06: You too. You too. Thank you. Brendan, I wanted to ask you about some of the nuance in the NII. So it looks like NII should drop in the first quarter, which is great. Maybe we were hoping you could discuss some of the puts and takes. Obviously, day count becomes a factor in the first quarter, but maybe sort of the interplay with how the margin fits in there. And then I think that you said margin might expand. In the second half, if I heard that correctly, maybe just some thoughts as we go forward.
spk05: Sure, Scott. Yeah, so we're looking at approximately a 10-base point decline in the industry's margin into Q1 levels all from there. It probably grows a little in the back half. You know, obviously, as we get three rate cuts and as we position the balance sheet, accordingly. We don't think we'll get a lot of impact from or negative impact from rate cuts in the back half. And then we get the benefit of all the fixed asset repricing and the growth, both organic and from Capstar in the back half of 24.
spk06: Perfect. And then I guess along the lines of sort of underlying loan growth, you know, you've got the 4% to 6% expectation. Maybe just some thoughts on how that evolves through the year. Industry trends have, of course, been pretty soft, but I think you guys have gotten at least your fair share, if not a little more, of any opportunities that are out there. So maybe just sort of your thoughts on how things trend, including demand through the year.
spk07: I think you summarized it well, Scott. I mean, as much as loan demand has slowed somewhat, customers are still feeling okay. CNI clients are, I would say, cautiously optimistic for For 24, you know, financials are holding up well. Employment levels are keeping consumer spending at solid levels. But, again, I think that most of them think growth is going to slow a little bit in 24. And CRE activity, of course, you know, slowed in the last year, as expected, as we got it to. But it's begun to pick up a little bit. Competitors are getting more active. And as much as, you know, that still has to play out, rents are holding up well in the segments that we're active in, in multifamily and industrials.
spk08: Perfect. Okay, good. Thank you guys very much. Thanks, Scott.
spk10: Your next question comes from the line. It's Terry McEvoy with Stevens. Please go ahead.
spk04: Thanks. Good morning, everybody. Good morning, Terry. First question. Hi. Could you maybe expand on the $5 billion of time deposits repricing over the next year? I'm seeing kind of brokered CDs. We're over five other times. We're just below four. and it looks like the seven-month promo is about $475. So what are your underlying assumptions there?
spk05: Yeah, so a lot of these CDs, I'm going to say 87, not almost, but exactly 87% of our time deposits will mature within the next 12 months. I think you have the weighted average rate really close in that four-handle, and so we'll have the opportunity to reprice a bulk of these CDs lower throughout the year. In fact, the repricing characteristics actually gives an opportunity to reprice most of those early in the first half of 2014.
spk04: And then maybe just stepping out of the model for a bit, Jim, we're hearing the word scale more and more from banks with assets, call it over 100 billion or over 250 billion. My question is, how are you thinking about scale as a $50 billion bank and your ability to compete with community banks as well as the larger banks?
spk09: Terry, I really think we're in a sweet spot. You know, we're big enough to be relevant and compete for almost any client situation in the markets we serve. We're not so big that we get in our own way sometimes. As you get bigger, we know that happens. We're close to our clients. We're nimble. We're fast. We're opportunistic. We can reach out and touch our clients and touch our team members on a regular basis. I really like the size we're at today. And given where we're operating on an efficiency ratio basis, I think we're operating fairly efficiently today. So I'm really happy with where we're at and don't see any need to do anything dramatically different than where we're at today.
spk04: Great. Thanks for taking my questions.
spk09: Thanks, Terry. Good to hear from you. Hope you're staying warm.
spk10: Your next question comes from the line of Chris McGrady with KBW. Please go ahead.
spk08: Oh, great. Good morning. Good morning, Chris. Maybe a question on credit. You still have a 5% PCD, Mark, for First and West. How should we be thinking about portfolios that you're maybe watching a little bit more closely going into 2024? Any de-risking or exits or tweaking that needs to happen? And just kind of broader credit commentary. Thanks.
spk07: We feel good about where we are with credit, certainly, Chris. This is Mark. We saw a little further modest net risk. rate of migration in Q4, but consistent with a little bit of a slowdown and more limited growth. I mean, we feel good about where our portfolio is at. There certainly are areas we're watching more closely, obviously, CRE office, like everyone, and that will remain to play out. Senior housing is something that is slowly recovering, but the portfolio quality there we feel really good about. So no real changes in our underwriting and feel really good about where we're at.
spk08: Great. Thanks. And then, Brandon, a question on the balance sheet. How do we think about, you know, maybe adding bonds at this point to reduce more rate sensitivity, just overall size of earning assets for 2024?
spk05: Yeah, yeah, yeah. Great question. So I think there's some opportunities and work to do on a rate risk position. That will include likely some reinvestment of cash flows in the invest portfolio and probably, you know, adding some floating rate debt to offset. So I negative impact on net interest income.
spk08: Okay, but just beyond the maturing cash flows in the bottom book, will the bottom book grow in an absolute basis?
spk05: No, not expected to grow, but I do think we'll start to replace it and hold it at approximately these levels.
spk08: Okay, great. Thank you.
spk10: Your next question comes from the line of Brody Preston with UBS. Please go ahead.
spk03: Hey, good morning, everybody. Thanks for taking the questions. Good morning, Brody. Jim, I guess I'll speak for Terry and say we're both cold up here in Maine.
spk02: I appreciate it. We're trying to stay warm.
spk03: I just wanted to ask on the nuances of the deposit beta commentary. So, you know, we're going to peak at 39%. Is that happening in one queue? And then the declining to a total beta of the low 20s, by 4Q24, feels a bit more conservative than what some of your larger peers have kind of outlined in terms of talking about pretty aggressive down betas within their NII guide. You know, I guess, what makes you feel more conservative when you talk about your beta?
spk05: Yeah, sure. I'll answer the first part of that first. So, we think our deposit beta peak on the Q2Q in our model. On the back half, you know, we didn't go up as high. We have 35% of our book at the exception price. We think we can drive a really strong beta down on that side. But I also think, you know, deposits are still really valuable, and we've got to pay attention to maintaining and continuing to grow deposits to continue to take advantage of lending opportunities. And I think that probably informs the more conservative guy on the way down.
spk03: Okay, got it. And I wanted to also ask on the securities. Could you remind us, I think you have over a billion in securities that are set to mature and reprice in 2024. Would you plan on kind of running those down and using it to fund the good loan growth that you've talked about in the guidance?
spk05: I think a little bit of a mix, Brody. Certainly, we will start to reimagine And we'll see how the rest of the year plays out. A lot of that's dependent on our ability to continue to grow deposits well and ultimately the loan demand.
spk03: Got it. And if I could just sneak one more in, the $2.5 billion of balance sheet edges that you have, just clarify, is that just on the loan book? And then do you have any maturities of swaps occurring in 24 or 25 that are meaningful that we need to be aware about?
spk05: Yeah, so it's a mix on both the investment portfolio and on our loans. We don't have a ton maturing. We actually had the duration of these put pretty far out as we were trying to, you know, we didn't want to be too precise on the timing of execution around rate cuts. So we have some tasks, no major maturities or anything rolling off of significance there, and probably some more work to do before we're done with the year.
spk03: Okay, great. Thank you very much. Thanks, Brody.
spk10: Your next question comes from the line of John Armstrong with RBC Capital Markets. Please go ahead.
spk01: Thanks. Good morning, everyone.
spk09: Good morning, John.
spk01: A couple of follow-ups. By the way, slide 16 is really good. That's a great slide. Terry took one of the questions on CD repricing, but you talk about exception pricing on 30% of your deposits. Has that eased Is that just a product of last spring or early summer, or is that persistent?
spk05: That's been fairly persistent. We continue to go out there. We've been unapologetically aggressive in gathering new deposits, and so that's creeped up a little bit every quarter. And we'll continue to be aggressive, although we can do that at marginally lower rates in this environment than we have over the last couple of quarters. So we think that exception price or marginal cost will be a little lower than it has been. But yeah, that's been a big part of our success this year. Okay.
spk01: Okay. Slide 19, you talk about your commercial real estate maturing inside of 18 months. And just, you know, a small bit of it is you've got that 4% demarcation line. I understand that. But what is the message here on credit? Is it that we're going to see some incremental NPLs as this stuff gets repriced and reworked, or you're not seeing that at this point in time?
spk07: We're not seeing this at this point in time. I think, again, the CRE office still has some time to play out, so could you see some go to criticized and classified? Could you see that increase a little bit? Yes, but we think we're ahead of identifying. We like to identify early and aggressively take action. I think that's what we continue to do. We're just trying to size up kind of where some of the risks are. We think they're very manageable.
spk01: Okay, good. And then, if I can add one more, just, Jim, anything on Capstar, anything new to report or updates? And just, you put out a date. I know that's difficult, but just confidence level and putting that date out for a close. Thanks.
spk09: We feel really good where we stand today, both in terms of the people involved And the client opportunities, I mean, every time we're with our team members, both the existing team members and our new team members, we just feel really good about the opportunities. And I do think some of that growth we're going to experience is going to come out of places like Nashville, Detroit, Kansas City, St. Louis. We've got new team members that we've hired in the last handful of years just to continue to execute and create new opportunities for us that just weren't available to us in the past. You know, with respect to the regulatory applications, we're really good about that. We're in constant dialogue with the regulators. You know, we obviously announced our addendum to our existing community growth plan, which we thought was an important step as a part of the, you know, process to get to the finish line here. So, I mean, you know, it's hard to always predict exactly when you're going to get approval for these things. But nonetheless, we feel really good about where we stand at this point in time. And more importantly, I just think Nashville, Tennessee, the Asheville location will continue to represent a great opportunity for us to grow and probably contribute, you know, in the future at a much more meaningful level than even, you know, a typical partnership of this size would contribute.
spk01: Okay. You've got some new investor day potential locations as well. I like it. Thank you.
spk09: Thanks, John.
spk10: There are no further questions at this time. I'd like to turn the call back to Jim Ryan for closing remarks.
spk09: Well, as always, we appreciate your support and feedback, and the entire team will be available to follow up on any questions you might have. Thank you very much.
spk10: This concludes the Old National's call. Once again, a replay along with the presentation slides will be available for 12 months on the Investor Relations page of Old National's website, oldnational.com. A replay of the call will also be available by dialing 800-770-2030 or Access code 5258325. This replay will be available through February 6th. If anyone has additional questions, please contact Lynelle Derkels at 812-464-1366. Thank you for your participation in today's conference call. You may now disconnect.
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