Old Second Bancorp, Inc.

Good morning everyone and thank you for joining us today for Old Second Bank Corp's first quarter 2024 earnings call. On the call today are Jim Ecker, 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 Ecker. The floor is yours.

Good morning and thank you for joining us. As customary I have several prepared opening remarks and will give my overview of the quarter and then turn it over to Brad for additional color. I will then conclude with certain summary comments and thoughts about the future before we open it up for questions. Net income was $21.3 million or 47 cents per diluted share in the first quarter. Return on assets was 1.51%. In the first quarter, 2024 return on average tangible common equity was .8% and the tax equivalent efficiency ratio was 53.09%. First quarter earnings were negatively impacted by $3.5 million of provision for credit losses which reduced after tax earnings by six cents per share. However, profitability of the old second remains exceptionally strong and balance sheet strengthening continues with our tangible common equity ratio increasing by 51 basis points linked quarter to 9.04%. Common equity tier one crossed 12% this quarter and we feel very good about profitability in our balance sheet positioning at this point. Our financials continue to be positively impacted by higher market interest rates. Pre-provisioned net revenues remain stable and exceptionally strong. For the first quarter of 2024 compared to the prior like year period, income on earning assets increased 3.2 million or .5% while interest expense increased 7.5 million. The increase in both cases is rate driven, however, exception pricing and certain commercial deposits as well as growth and average balances on other short-term borrowings compared to the prior year like period caused a net decrease in that interest margin which is attributable to both interest rate and volume factors on the liability side. First quarter of 2024 reflected a decrease in total loans of 73.5 million from the prior linked quarter end primarily due to a few payoffs and some large credits towards the end of the quarter. The historical trend for our bank is really softer first quarter of originations due to limited new projects and construction during the winter season. 2023 was an anomaly as the savvy commercial customers realized interest rates were about to increase and sought funding prior to those market rate increases in late first quarter 2023. Our loan growth was much larger in the year ago like period compared to the first quarter of 2024. Activity within our loan committee remains modest relative to prior periods due to both the higher interest rate environment, lower demand and seasonal impacts. Our net interest margin compressed slightly this quarter driven by higher funding costs. Loan fields, loan yields reflected a seven basis point increase during the first quarter compared to the link quarter and 37 basis points increase year over year. Funding costs increased due to the increases in both rates and growth and time deposit balances. The tax equivalent net interest margin was .58% for the first quarter compared to .62% for the fourth quarter and .74% in the first quarter 2023. The net interest margin decreased 16 basis points in the year over year quarter due to the impact of rising rates on the cost of funds which is partially mitigated by growth of interest income driven by the variable portion of the loan and securities portfolio. The loan deposit ratio is 86% at March 31, 2024 compared to 88% last quarter and 82% a year ago. As we said last quarter, our focus continues to be balance sheet optimization and I'll let Brad talk about more of that in a minute. First quarter of 2024 reflected stable asset quality metrics and much more moderate actions taken on substandard credits compared to the fourth quarter of 2020. Second quarter of 2021 was the second quarter of 2023. Our hope and belief remains that the prior quarter represented an inflection point in our credit trends. Old second began substantially downgrading large amounts of commercial real estate loans including office and health care at the end of 2021 and accelerating through 2022. Substandard criticized loans went from $60 million or a little more than 1% of loans at third quarter of 2021 to a peak of nearly $300 million or over 7% of loans in the first quarter of 2023. As at the end of the first quarter of 2024, substandard and criticized loans are down to $200 million which is approximately $3.2 million less than year-end 2023 and the trend expectation remains for further improvement through the major of the year. Encouragingly, our special mention loans are now at their lowest level in over two years. We continue to expect realization of a relatively less costly resolution on a number of non-performers in the near future and we remain hopeful we can recover some of the losses realized in the second half of 2023. The reality is that commercial real estate valuations are heavily dependent upon the market level of interest rates as a primary determinant of cash flows for a given property. A movement in rates such as we have seen is substantial enough to significantly impair the equity positions and a large percentage of commercial real estate credits. Additionally, the residual stress brought upon by the pandemic in office and health care is not abated. We believe we are being proactive and realistic in addressing commercial real estate loans facing deterioration from higher interest rates, declining appraisal values and cash flow pressures. As we discussed last quarter on the call and consistent with our expectations, we recorded net charge-offs of $3.7 million in the quarter. One specific current period charge-off of $3.9 million on a previously allocated loan was partially offset by approximately $159,000 of net recoveries during the first quarter. The one charge-off was due to the receipt of an updated appraisal on a health care property. The good news is that criticized and classified loans are declining and the remainder of the portfolio remains well-behaved. Continued stress testing at renewal rates has not raised any new red flags for us and the bulk of our loan portfolio has transitioned and is seasoning into a higher rate environment. Being short duration on the asset side has obviously helped us immensely in terms of interest rate risk management but probably put us at the forefront in terms of commercial real estate stress. The belief is reinforced by the experience that a significant percentage of our substandard loans are acquired secondary participations. The allowance for credit losses on loans decreased to $44.1 million as of March 31, 2024 or .1% of total loans from $44.3 million that year on 2023 which was also .1% of total loans. Unemployment and GDP forecast using the future loss rate assumptions remained fairly static from last quarter. The change in provision level quarter over link quarter reflects the reduction in our allowance allocations on substandard loans which largely relates to the 31% reduction in criticized assets since March 31, 2023. I think investors should know that we are continuing with a level of strong profitability and we will be aggressive in addressing weak credits and that we remain confident in the strength of our portfolios. Non-interest income continue to perform well with growth noted quarter over link quarter and bully and mortgage banking income. Bully income bounced back from a weak fourth quarter due to changes in market conditions. Mortgage banking income increased 1.3 million quarter over link quarter primarily due to minimal SMSR gains recorded in the first quarter of 24 compared to the MSR losses of 1.3 million for the prior quarter. Expense discipline continues to be strong with the usual seasonal uptick noted in the first quarter of 2024 compared to the prior link quarter primarily due to the annual increase in wage rates as well as growth in payroll related taxes and 401k company match due to payout of employee related annual incentives in the first quarter. Our efficiency ratio continues to be excellent. As we look forward we are continuing on doing more of the same which is managing liquidity, building capital and also building commercial loan origination capability for the long term. The goal is obviously to continue to build towards a more stable long-term balance sheet mix featuring more loans and less securities in order to maintain the returns on equity commensurate with a recent performance. I'll now turn it over to Brad for additional color in

his comments. Thank you Jim. Not a lot of surprises from us this quarter which I think is good news. Net interest income decreased by 1.5 million or 2.4 percent to 59.8 million for the quarter relative to the prior quarter of 61.2 million a decrease of 4.3 million or 7 percent from the year before like quarter. Loan yields were 7 basis points higher in the first quarter and securities yields were flat. Total yield on interest earning assets increased 6 basis points over the link quarter to 561 basis points but that was offset by a 29 basis point increase in the cost of interest bearing deposits and an 18 basis point increase in interest bearing liabilities in aggregate. The end result was the expected 4 basis point decrease in the tax equivalent NEM to 4.58 from 4.62 last quarter which we believe continues to be exceptional margin performance. The core margin was a little bit stronger than that as we saw a decrease in accretable yield of a few hundred thousand dollars. I'm pretty certain we're pretty much done with that at this point. We've only got about 600,000 or so left to accrete so from this point forward core margin is actual margin for us. Deposit flows this quarter continue to display signs of stabilization and actually some growth. Average deposits increased only 3 million over the link quarter but period end total deposits increased by 38 million. It's not really anything that we did on rates. I think others being kind of anticipatory of rate cuts have peeled back some time deposit pricing making ours relatively more attractive and you can see that showing up in the balances. I would say that we are still some 30 to 40 basis points below market leaders in that pricing but others have fallen off so I guess as an alternative we've picked up more dollars on that front. Our interest rate outlook hasn't really changed on that front and we haven't peeled back pricing at all in anticipation of any rate cuts. Deposit pricing overall remains exceptionally aggressive relative to the treasury curve and is still largely pricing off of overnight borrowing pricing. We did add some time deposits as I mentioned as others had peeled back. I'm not a lover of time deposits but they aren't exactly garbage either and the rate cut expectations that were in the marketplace as we discussed this last quarter were quite simply wrong. The growth here remains short. We are largely pricing less than a year and does offer significant value relative to overnight borrowing rates. You can see our reliance there has fallen somewhat significantly relative to prior quarters. On an overall basis we are continuing to add duration and expect margin trends from the bounce back in market rate indices to be absorbed by projected growth in the securities portfolio beginning in the second quarter of 2024. We aren't going to lurch at anything but we are looking to add more fixed rate product. As we've seen long rates kick back up here recently it's going to give us another opportunity to move some variable rate product out of the portfolio as we've been consistently doing over the last 18 months. Incrementally I'm more bullish on margin than I was at this time last quarter but I highly expect that we'll give back the upside in terms of reducing further duration. I think that's prudent at this point. The concentration of variable rate securities will resume its decline if the market continues to move on the path that it has been on in recent weeks. I would be remiss if I didn't point out that all of the relatively minor margin compression that we have seen to date is attributable to balance sheet actions to reduce this asset sensitivity specifically and most notably the reduction in variable rate securities. In totality marginal spreads remain unattractive at this point and we don't feel the pressure to swell in order to overcome expected margin pressures. Marginal returns on allocated equity remain poor for outsized growth but I still think we can see relatively flat net interest income performance for the year. We have made a ton of progress reducing asset sensitivity over the last year and we are extending duration in the loan portfolio at this point as well. I'm pleased markets have lost some of the inexplicable bloodlust for rate cuts that we were talking about last quarter and I look forward to more rational Fed speak in the face of persistent inflationary trends. That's the extent of my soapboxing on rates for this quarter but margin trends for the remainder of the year expected to be relatively flat maybe slightly down. If I'm wrong and a couple of rate cuts actually occur we would lose a few basis points. The loan to deposit ratio remains low at .1% and our ability to support liquidity from the securities portfolio continues as the fair value adjustment on the portfolio was only 800,000 loss over the prior link quarter from 84.2 to 85 million. This total unrealized loss remains high but will recapture relatively quickly. The net result is that old seconds should continue to build capital quickly as evidenced by the 51 basis point improvement in the TCE ratio over the link quarter which means that we have added an astonishing 221 basis points of TCE and $2.23 of tangible book value over the last 12 months. As of March 31, 2024 we have approximately 880 million in undrawn borrowing capacity and an additional $365 million in unpledged securities. In short, liquidity at the bank is excellent and the holding company is in a very strong position as well. I mentioned last quarter that we received non-objection from the Fed in December 2023 to resume stock repurchases. We haven't done anything yet but it's getting very close based on the rationale I discussed last quarter. Non-interest expense increased $1.2 million from previous quarter primarily due to growth in salaries and employee benefits as well as a small increase in occupancy costs due to seasonal maintenance and depreciation on new office and remodeled branches. Salaries and employee benefits reflected the annual increase in base salary rates paid to employees in the first quarter as well as an increase in payroll taxes, 401k matches, and employee benefit costs over the prior link quarter. I expect quarterly wages and benefits to be lower than $23 million going forward in the near term. Given the revenue performance, employee investment costs have been running high but we will maintain the ability to dial back as conditions warrant. I'd say this quarter that we saw two or three kind of $300,000 to $400,000 items within salaries that make it kind of link quarter artificially high. Those include better than expected performance on performance based stock issuance that also had an impact on the tax rate as well. With that, I'd like to turn the call back over to Jim.

Okay, thanks Brad. In closing, we are confident in our balance sheet and the opportunities that are ahead for old second. Our primary focus today remains on assessing and monitoring risks within the loan portfolio and optimizing the earning asset mix in order to reduce our overall risk. Sensitivity to interest rates. Then interest margin trends are stable and income statement efficiency remains at record levels. The expectation for continuing efficiency gives me confidence that we are well positioned to deliver another strong year in 2024. That concludes our prepared comments this morning so I'll turn it over to the moderator and we'll open it up for questions.

Certainly, the floor is now open for questions. If you have any questions or comments, please press star one on your phone at this time. We ask that while posing your question, you please pick up your handset of listening on a speakerphone to provide optimum sound quality. Please hold just a moment while we pull for questions. Your first question is coming from Nathan Race with Piper Sandler. Please pose your question. Your line is live.

Hi guys. Good morning. I'm just curious to kind of get your updated thoughts on how we should be thinking about charge offs going forward. Obviously, you know, have some stability in MPA and class side loan levels in the quarter. So first, we'll just be curious to hear the driver of the charge off. This quarter looked like it came from the owner-occupied CRE bucket, so I'm not sure if these are some of the loans that we've been talking about in past quarters recently and just generally kind of what you're seeing in terms of loss content over the next quarter or two.

If you refer back to last quarter's call, we had said that we expected a three to four million dollar loss. We had thought that that charge off could fall into last quarter, but the timing of things didn't make that possible. So this charge off was expected in terms of what we were trying to communicate anyway. We may have a million or two next quarter, but I view that as kind of 50% likely. Absent that, I don't see significant losses, absent something changing or a surprise propping up. You know, we tried to communicate that we had reached an inflection point last quarter. We haven't seen anything in the three months since that would lead us to change that communication.

The only other thing I'd add, Nate, is we haven't really seen any new problems crop up here in the last quarter or so and any future charge offs that we will realize will more than likely be on previously allocated credits.

Okay, great. Can you guys just remind us kind of how you're thinking about loan growth going forward? I understand demand is low and I imagine the pipeline is slow as well, as I believe you touched on, Jim, but just any thoughts on how you see kind of the cadence of loan growth and also how you guys are expecting deposits to trend over the course of 2024?

Yeah, I can touch on the loan pipeline. I'll let Brad talk about deposit flows, but if you throw out 2023, historically our first quarter loan origination is usually pretty moderate. That was the case again this year, coupled with the fact that we had some significant large payoffs and pay downs due to sales of some properties. Loan demand, I would say, is somewhat muted relative to last year activity in our loan committee is just picking up. We feel we still have the organic loan origination capacity internally to produce, you know, still in the low to mid single digit loan growth this year. The teams are performing well and certainly, you know, marginal returns on some of the opportunities we're looking at are not overly attractive in some cases. So, to Brad's point before, we're not looking to swallow the balance sheet to mitigate margin compression. We're being very selective and opportunistic, but we still feel low to mid single digits is achievable this year. I'll let Brad talk about deposit flows.

Yeah, the game's getting easier. So, I think one thing that if you look at our deposit trends, and I've seen the industry and the flows from non-interest bearing and to other, you know, deposit captions, for us, as I mentioned, the open to close ratio is positive for the first time in a long time. Old Second has historically been a net grower of checking accounts absent the period of volatility coming out of acquisitions. Our deposit attrition within that caption is more a function demographically, I think, than anything else. Just the struggle that's seen at the lower end of the pay scale and lower demographics. We are seeing some pricing pressure and commercial account balances, but nothing that we can't match. And certainly at rates well below overnight borrowing levels. The speed of the mixed shift that we saw coming in to time deposits and coming out of overnight borrowing surprised us a little bit. I don't know if that will continue, but certainly you can see a fair amount of volatility in market ready interest rate expectations, and it does make sense for some volatility to bleed through into deposit markets as well from that. I'm more bullish than I expected to be on deposit funding, I can tell you that.

I think we're certainly in a fortunate position to have 40% of our deposit portfolio and DDA non-interest bearing. That obviously is going to provide us a nice floor for any future margin

It doesn't help our stated goal of reducing asset sensitivity to have that overnight borrowing position halved in a period of weeks. That was certainly interesting, but things feel very good on the deposit front at this point.

Okay, great. And then just turn to the margin. Brad, I think you alluded to greater stability in a higher for longer rate environment from here over at least perhaps next quarter or two. Just within that context, I understand you guys have a pretty short duration of securities, folks. I'm just curious how much cash you have coming off those securities portfolio the next couple quarters and how you guys are thinking about redeploying that just given the fairly soft environment

for growth and loans. If things keep trending like they're trending out of the mind to grow the securities portfolio at this point, it won't be significant, maybe $100 million or so, maybe $300 million over a period over the next 12 months. I think that there is value coming when, you know, the thing is when there is this kind of volatility in interest rate markets, it creates opportunity. And I expect, at least right now, that it's going to continue trending in our favor in terms of there will be more rate further out the curve. And my bias will be to continue to sell variable and buy fixed. So we'll see if we get that opportunity. If we don't, that's okay, too. What we've tried to communicate over the last 12 to 18 months is that there certainly could have been additional margin upside. What you've gotten instead is margin stability as we've taken asset sensitivity off the table. I expect that trend to continue. Right. Can you just remind us how much cash flow has come off or maturing? So just natural amortization of the portfolio would throw off about $25 to $50 million per quarter.

Okay, great. I'll step back. Thanks, guys.

Your next question is coming from Chris McGrady with KBW. Please pose your question. Your line is live.

Hi, this is Nick Mutafakasan for Chris. Good morning, guys. Nick, or Nick right here. Maybe just on the, given the speed of the capital build, you could speak to the priorities on buybacks versus M&A, any specific level of the stock that you guys are leaning more into the buybacks from here.

So we talked about this a little bit last quarter. You know, it's not one variable, but I would say that one, it's very difficult to do M&A if you traded seven times earnings. That math is, if you're in a kind of a PE arbitrage game, that's a crappy trade. So our stock becomes relatively attractive when you talk about buying a lower quality balance sheet at, say, one and a half times, just pulling the number out of a hat versus buying a higher quality balance sheet at 1.2 times. So the methodology we communicated last quarter was, is that, you know, projecting earnings 12 months forward, what's tangible book value per share, and are we below that in terms of the current trading price? I think that's a level that's very attractive to us, and that remains the case. I alluded in the prepared comments that we are very close to that threshold.

Great. Thank you for that. And then maybe one more just on, you know, the NID outflows, you know, towards the end of the quarter, I think the higher for longer kind of became more consensus. I guess, were you seeing any more deposit outflows towards the end of the quarter, or do you think that narrative largely

played

out?

And I tried to allude to this as well. It's purely seasonal factors. We don't have a deposit base that's made up of people doing interest rate speculation. It's, you know, five and $10,000 checking accounts, and it's just a function of when pay periods occur, when's payday versus when are bills due, and tax payments and tax refunds, and, you know, normal people stuff.

Okay, I'll step back. Thank you guys. Yep.

Thanks Nick.

Once again, if you do have any questions or comments, please press star one on your phone at this time. Your next question is coming from Terry McEvoy with Stephen Zink. Please pose your question. Your line is live.

Morning. This is Brandon Rudon for Terry. Hey Brandon. I just have a quick one. Can you expand on the impacts of the market rates had on the salaries and benefits lines? And then also what would occur going forward if rates remain unchanged and you maintain these current high levels of profitability?

It's not interest rates on the salaries and benefits line. It's a couple items that drive it higher. One, you've got bonuses that are paid out in the first quarter, so you're fully maxing out FICA for your higher paid employees, so you've got a higher share there. And then I mentioned earlier that performance-based restricted stock vesting came in above target based on old second performing at the 90th percentile of the peer group on ROTCE and efficiency. That, you know, increased share issuance related to those performance stock also has an impact on the tax rate, which is why it was a little bit lower this quarter. Those of you that listen know I'm loathe to talk about tax rate because I'm always wrong about it. I had said that salaries and benefits I expected to be kind of closer or even below $23 million per quarter going forward. The only thing that can make us wrong on that is if, you know, there's a virus and a bunch of people get sick and healthcare claims go through the roof, you know, that's the kind of stuff that I can't predict. But there's no step change here. It's just a first quarter one-offee type stuff.

Okay,

got

it. And maybe one, your classified multi-fame loans are pretty low. I'm just curious, can you talk about what you're seeing in your markets and trends in your own portfolio?

Yeah, I think, you know, certainly our focus with asset quality continues to be on office and healthcare. Those are the two main areas that we're seeing some stress. Nothing new is cropped up in office or healthcare for that matter in the last quarter or two. We continue to work through that. I think one of the other things we're struggling with is, you know, a third of our classified loans or almost a third are purchase participations and some are SNCC credits whereby we don't have a voice at the table. So working out of those is going to be a challenge. It's going to take time. But I think the good news is when you have a third of your classifieds and criticized declining almost 31% from a year ago, that certainly bodes well for future migration.

Okay, those are my questions. I appreciate you answering them. Thanks, Brandon.

Your next question is coming from Brian Martin with Jani. Please pose your question. Your line is live.

Hey, good morning, guys.

Hey, Brian.

Hey, Jim. Maybe I missed it just in your comments, to be clear on the – I know it's down, but just the level of criticized loans in the quarter. I know what the classified was, but just the criticized level in the quarter, was it about $200 million? Is that what you said? Or do you have that number?

Yeah, I have that. It sounds right,

Brian. Okay. Maybe just while you're looking

– go ahead. Yeah, it's $200 million.

Okay. $200 million in the quarter. Okay. And then just for Brad, on the securities repricing, it sounds like it's maybe $100 million or so this year. Are those mostly Treasury securities, Brad? I thought that's what – I don't know what the last quarter

was before. Yeah, that is almost entirely Treasury. So we had bought a bunch of kind of two- through four-year Treasuries back in 2021 and 2020, just looking to get our money back if we were right about what rates were going to do, which we were, and we got our money back. So we've got a little bit more coming. I didn't answer that first question totally right. Somebody asked what the cash coming up for portfolio. Normal amortization is the 25 to 50, but we've still got some lumpy things coming at us over the next six months. Okay. So we got a ton of cash coming out. We got plenty of opportunities for higher yields on that. I certainly like where we are today relative to where we were last quarter in terms of reinvestment opportunities.

Okay. I mean, it seemed like last quarter there was about $100 million on the Treasury stuff that was coming due, but it sounds like now the expectation of loan demand is off, that maybe you just redeploy that into the securities book and maybe grow it from that. Jim mentioned that

we still believe we can grow loans and there's no substitute for that. I don't have a problem with being at a $400 million overnight borrowing level. No issue with that, especially as it gives us something that reprices if we're wrong about short rates. So I don't see any reason to shrink the balance sheet, I guess, is the main takeaway here. This quarter came in a light on a period end basis, a little better on an average basis, and I would guide you to the average balance sheet more so than the period end.

Gotcha. Okay. That's helpful. And then maybe just on the capital, the buyback versus the M&A, I mean, I guess, how is the market given absent your stock price and the impact that has, but as far as the level of opportunities you're seeing on the M&A side versus balancing that with the stock price and then the potential for the earnings where Tangible Book is heading to, just thinking about M&A as a potential.

M&A is still challenging here, right? I mean, there's an awful lot of people that certainly are struggling and are likely to under earn over the years ahead, especially in a higher for longer scenario, but those people also have a fair value problem in terms of whether the balance sheet would be marked. So that kind of M&A takes an awful lot of capital. I'm not terribly opposed to it, but it is onerous. And I think that there is some equilibrium level of rates where it balances the level of fair value marks versus pricing and expectations versus going in alone and hoping for rates to fall. I don't know where it is, but M&A activity is still muted. And the people that the easy transaction to do is somebody who's got an awful lot of undeployed deposits. I think we've seen one of those recently, but that's not something that we're going to be able to compete with on price at our current valuation.

Gotcha. Okay. That's all I had.

Thanks. Yep.

Thank you. This does conclude the Q&A section. I would now like to turn the floor back over to Jim Ecker for closing remarks.

Okay. Thanks everyone for your interest in our company and joining us this morning. And we look forward to speaking with you again next quarter. Goodbye.

Thank you, everyone. 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.