Good afternoon. Welcome to the Alerus Financial Corporation Earnings Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. This call may include forward-looking statements and the company's actual results may differ materially from those indicated in any forward-looking statements. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements are listed in the earnings release and the company's SEC filings. I would now like to turn the conference over to the Alerus Financial Corporation President and CEO, Katie Lorenson. Please go ahead.

Thank you. Good morning and thank you for joining Alerus’ second quarter earnings conference call. Joining me on the call today is CFO, Al Villalon; our Chief Risk and Operating Officer, Karin Taylor; our Chief Banking and Revenue Officer, Jim Collins; and our Chief Retirement Services Officer, Forrest Wilson. I will kick off the call today with an overview of the results for the quarter, a recap of some strategic highlights, some additional color on credit during the quarter, and an update on our pending acquisition of HMN Financial. For the quarter, we reported net income of $6.2 million or $0.31 of earnings per share. Operating results for the quarter generally exceeded expectations with continued improving trends across our diversified sources of revenue, driving impressive improvement in PPNR, or pre-provision net revenue, of 48% on a linked quarter basis. The team we are building continues to excel in adding full client relationships across our commercial wealth and private banking segments. Notably, we exceeded expectations for deposits at the end of the quarter with our fifth straight quarter of deposit growth in a very difficult and competitive deposit environment. A huge shout out to our team members who have done a fantastic job again sourcing new core deposit relationships, retaining inflows and capturing liquidity event opportunities. This success allowed us to see deposit balances tick up and offset substantial seasonal outflows. Deposit wins were sourced from all markets and generally the result of our One Alerus approach to holistic opportunities to serve clients across the suite of commercial and private banking, treasury management, and wealth advisory services. In addition, we continue to build balances across our synergistic deposits, including our health savings accounts and wealth management and retirement money market portfolio. Our loan-to-deposit ratio ended the quarter at 88% and continues to be a high-quality deposit portfolio that is well diversified by size, geography, and type. We saw some growth in our CD base, which notably has a low level of CD-only clients, and as emphasized in the previous quarters, we continue to operate and fund our loan growth with zero broker deposits. For the quarter, we grew loans by 4.2%. We remain highly selective and disciplined in both pricing and credit, and we continue to build a best-in-class team of bankers and risk management experts who have strong credit acumen and deep experience in assessing opportunities and working with entrepreneurs, business banking, and mid-market commercial clients. Consistent with our efforts and focus on commercial banking, we added a team of veteran equipment finance professionals in our Arizona market to complement our strengths in C&I and to continue adding to our already well-diversified loan portfolio. All these efforts resulted in an increase in net interest income of approximately 8% and adjusted net interest margin expansion of 13 basis points during the quarter. Moving on to fee income, which is the strategic differentiator for Alerus. It contributed to over 53% of total revenues and we ended the quarter at $43.6 billion of AUA and AUM. All core underlying business lines saw fundamental improvement with total fee income increasing 8.1% during the quarter. Our retirement leader, Forrest Wilson, who joined us just a few months ago, has made an immediate impact, including assembling a talented retirement leadership team and addressing strategic opportunities, which we believe will continue to improve client retention, client acquisition, and overall profitability of this highly valuable division. The retirement industry national rankings were recently published, with Alerus moving ahead for the first time to a top 25 or better in all categories measured, including assets, plans, and participants. Our growing wealth management division delivered another solid quarter of results with continued momentum, driven by strong core business within the mass affluent and the high net worth client base. New revenue pipelines remain strong and synergistic opportunities are building. We delivered a solid quarter managing expenses with expenses down slightly. While we continue to invest in talent, we remain committed to thoughtfully managing these investments through FTE count. These disciplined efforts focused on constant improvement, leveraging our technology platforms better, and seeing higher production and revenue generation with a similar expense base are all part of our path to continued improvement in efficiency and profitability. During the quarter, we recorded a $4.5 million provision expense, resulting from expected gradual credit normalization towards more historical levels from the past years of completely benign credit metrics. After 15 straight quarters of immaterial charge-offs or net recoveries, we had a charge-off of a non-accrual C&I loan that was nearly fully reserved for in previous quarters. Our allowance to loan losses remained at 1.31%, consistent with prior quarters as we replenished the balance to account for loan growth and the impairment of a previously identified problem loan, which was moved to non-accrual during the quarter. This previously classified loan is a commercial real estate construction loan that has had missteps in the construction process. The market data supports the feasibility of the project, and the borrower has injected additional capital into the project. They have additional levers to pull to keep this project moving forward through stabilization. We continue and remain committed to prompt identification and movement in credits where there are challenges, and given the additional time needed to execute these options for this particular credit, we determined it was prudent to place this credit on non-accrual. We have reviewed our commercial real estate construction deals, and all are performing as expected. The broader loan portfolio continues to perform well, and overall classified loans trended down in the second quarter with material upgrades and payoffs. Our priority and core focus continues to be building our commercial wealth bank, and our loan mix will continue to trend to higher levels of C&I, which today accounts for approximately 30% of the portfolio, with another 30% consumer and residential, and the remainder in a granular and well-diversified CRE portfolio. Overall, investor CRE levels at 213% remain well within regulatory thresholds and well under most of our peer group. In addition to robust reserve levels at 1.31%, we remain well positioned with healthy capital levels with a CET1 of 11.7% and adjusted TCE of 7.91%. During the second quarter, we continued our long history of raising our dividend and raised it by another 5.3%. Lastly, a quick update on the recently announced acquisition of HMN Financial. As a reminder, this is our 26th acquisition, and the teams are working great together leveraging the experience and the expertise to seamlessly integrate our two great companies. We are also progressing on schedule through the regulatory and shareholder approval process, and we continue to anticipate a closing in the fourth quarter of this year, as indicated previously. I will now hand it over to Al Villalon, CFO, for additional recap and guidance.

Thanks, Katie. I'll start my commentary on Page 13 of our investor deck that is posted on the Investor Relations part of our website. Let’s start on our key revenue drivers. On a reported basis, both net interest income and fee income grew over 8% during the quarter. The increase in net interest income was driven primarily by strong organic loan growth, growth in non-interest bearing deposits, and continued expansion on core net interest margin. Growth in fee income was primarily driven by an increase in overall asset-based and non-market based fees within our wealth and retirement business lines, and a seasonal rebound in mortgage. Fee income continues to be a large component of overall revenues and a differentiator for Alerus. I’ll go into detail about each of our fee income segments in later slides. Turning to Page 14, net interest income increased to over $24 million in the second quarter, primarily driven by improving loan yields and strong loan growth coupled with stable deposit levels. The Bank Term Funding Program arbitrage was also accretive to net interest income by $459,000. Within the quarter, we recognized approximately 10 basis points of total accretion from the 2022 Metro Phoenix Bank acquisition. Excluding purchase accounting accretion from the Metro acquisition and the impact of the BTFP, core net interest margin still expanded 6 basis points to 2.46% from 2.4% in the prior quarter. In the upcoming quarter, we still expect our net interest margin on both a core and reported basis to improve a couple of basis points. Excluding the impact of MPB and our swaps, our ALM modeling shows our NII increasing mid-single digits should the Fed cut by 100 basis points. Based on Fed dot plots, we still see a path for our NIM to exceed 3% in 2026. Should the Fed cut more aggressively, we anticipate reaching 3% sooner. Let’s turn to Page 15 to talk about earning assets. Since the acquisition of Metro Phoenix Bank, we had our seventh consecutive quarter of loan growth. Over those seven quarters, we grew loans at an average unannualized rate of over 3% per quarter. Continue to let our investment portfolio run down as we remix low yielding securities into higher yielding loans. For the remainder of 2024, we continue to grow loans even with 6% of our loans contractually paying down in the second half of the year. Turning to Page 16, on a period ending basis, our deposits increased 0.4% from the prior quarter. While we saw our usual seasonal outflows from our public funds, we continued to drive organic deposit growth to offset these outflows. Importantly, non-interest bearing deposits grew 1.3% in the quarter and remained stable at 21% of total deposits. During the quarter, our deposit activity was impressive as average account size wins were double the size of accounts lost during the quarter, and we continued to experience a net increase in overall accounts as well. Given the stable deposit levels, our loan-to-deposit ratio was well below our target level of 95%. For the third quarter of 2024, we continue to expect a seasonal outflow of approximately $80 million to $100 million. While these outflows will pressure deposit balances in the upcoming quarter, we do expect deposit levels to be slightly higher from current levels at the end of the year. Turning to Page 17, I’ll now talk about our Banking segment, which also includes our mortgage business. I’ll focus on the fee income components now since I already covered net interest income. Overall non-interest income from Banking was up $1.4 million, or 39% from the prior quarter. Most of the increase was attributed to a seasonal rebound in our mortgage business. During the quarter, we also recognized $628,000 in swap fees as we continue to grow our mid-market C&I banking business. As a reminder, this swap income is client-driven, so it tends to be lumpy and unpredictable. For the third quarter, we expect the overall level of non-interest income to decrease slightly from the second quarter levels as we expect mortgage revenues to slow and for non-interest income to be closer to a normalized level of $1.5 million. On Page 18, I will provide some highlights of our retirement business. Total revenue from the business increased 2.7% from the prior quarter, driven by both asset-based and non-market-based fees. End of quarter assets under management increased 2.3%, mainly due to improved equity in bond markets. Participants within retirement grew almost 1% during the quarter. For the third quarter, we do expect fee income from the retirement business to be stable. Turning to Page 19, you can see the highlights of our wealth management business. On a linked quarter basis, revenues increased 4% while end of quarter assets under management decreased 1.7%, mainly due to an outflow for one custody client in the quarter where we charge minimal basis points. For the third quarter, excluding any market impact, we expect fee income from our wealth business to be up slightly given the continued improvement in the markets. Page 20 provides an overview of our non-interest expense. During the quarter, non-interest expense decreased 0.7%. During the quarter, we also incurred $563,000 in one-time merger-related expenses related to the pending acquisition of HMN Financial. Excluding these merger expenses, core non-interest expense decreased 2.1%. We now expect total expenses for 2024 to grow mid-single digits when compared to 2023 on a reported basis, as further merger-related expenses will be incurred. Turning to Page 21, you can see our core credit metrics. We had net charge-offs to average loans of 36 basis points in the quarter, primarily related to a non-performing loan, which already had an individual reserve allocated in the prior quarters. Our non-performing assets to total assets percentage was 63 basis points compared to 17 basis points in the prior quarter. This is still below the industry average for regional banks of approximately 73 basis points over the past decade. As Katie mentioned, the increase here was related to one previously identified construction loan that was moved to non-accrual status. I will discuss our capital and liquidity on Page 22. We continue to remain very well capitalized as our common equity Tier 1 to risk-weighted assets is 11.7%. We also maintain our status as a dividend aristocrat. We increased our dividend consistently over the last 20 years. On the bottom right, you will see the breakdown in the sources of over $2.5 billion in potential liquidity. Overall, we continue to remain well-positioned from both a liquidity and capital standpoint to support future growth or weather any economic uncertainty. To summarize on Page 23, we had a robust second quarter as pre-provision net revenue improved over 48% from the prior quarter. We continue to see strong organic loan growth and strong deposit growth that offset any seasonal outflows. Our net interest margin continued to improve as we continue to see a path where margin could improve to over 3% even if the Fed remains on pause. Our fee businesses also drove improved returns, which continue to differentiate us in the industry. We remain focused on driving revenue growth and managing expenses, leading to positive operating leverage improvement during the quarter. Both our reserve and capital levels remain strong to weather any economic uncertainty. And with that, I will now open up for Q&A.

We will now begin the question-and-answer session. The first question comes from Brendan Nosal with Hovde Group. You may proceed.

Hey, good morning folks. Hope you're doing well.

Hey, Brendan.

Just want to start off on the construction credit that migrated. Just looking for a couple of additional color points here. Just kind of curious what the reserve is against it at this point. How far through the construction phase is the project, and what your evaluation of default risk is at this point.

Hi, Brendan. This is Karin. We have about 25% reserved on that particular credit. The project is 80% complete, and at this point we believe that they have very feasible options to deliver the remaining equity needed to complete the project. However, we learned about this fairly late in the quarter, in fact, shortly after the quarter ended, and so we've got some more work to do to assess those options.

Okay, fantastic. Thanks for the color there. And then I'll just turn to the margin commentary you gave. Just want to make sure I understood the outlook properly. Is it correct that you expect a few basis points of expansion next quarter off of that 357 core number?

Not 357, 257 off the core and reported numbers.

These are, yes. Okay. Yes. And then how does the $400 million of swaps rolling off kind of impact things next quarter?

Yes. So we had $400 million swaps roll off in July, and we have another $200 million rolling off in January of 2025. What we're seeing right now is that you're going to see us return to slightly asset sensitive – sorry, liability sensitive, correct that from being asset sensitive. So as rates come down, you'll see us again, probably have our NII improve about mid-single digits should the Fed cut by 100 basis points.

Understood. All right. Thanks for taking the question.

Thanks for the question, Brendan.

Thank you. The next question comes from David Feaster with Raymond James. You may proceed.

Hi. Good morning, everybody. Maybe just staying on the margin topic, Al, I appreciate your commentary about getting to a 3% margin, even the X cuts, because, I mean, there's obviously huge repricing power. I just wanted to maybe get a sense of whether there was a timeframe that we could talk about getting there. And does that include the HMNF deal as well?

Yes. So, David, thanks for the question there. So the timeframe we're talking about is getting to 3% in 2026 on an average for the full year 2026. So if you think about that, we should be in the low 3s for the full year 2026. So you can get that ramp up between now and then. And we're looking right now on basically on our ALM modeling on a static balance sheet, basically. So just a remixing of what we're doing today and then putting on the stuff we're on at the current rates today. So just remixing. And this does not include HMN. This is just our balance sheet today. So with HMN coming on, we'll give guidance to that later, but there – we're probably going to get there 3%. That's not going to change our outlook.

Okay. Okay. But HMNF should be accretive to the margin.

Yes, that's correct.

Okay, perfect. Okay. I just want to make sure I understood that. Okay, terrific. And then I want to touch on, it was great to see the equipment finance team that you guys added. I guess, how quickly do you think this team can start adding to growth? What are some of the cross sell opportunities that you might see or other synergies? And do you think there's an opportunity to drive deposit growth potential from that group as well?

Yes. David, this is Jim. The business strategy for bringing them on is that that's the key segue product into mid-market companies that are with other banks. So we'll use that as a wedge product to get into those mid-market companies and take over the full relationship. Typically there would be an ask of 30% of the equipment note in deposits. That's our goal when we're just doing a straight-up equipment piece. Now, obviously we're going for the full relationship. So this team is building that out the rest of this year. We'll have some activity this year, but the full activity will start next year. We're integrating them with our existing C&I sales force, specifically the commercial group that's doing C&I in the mid-market. So the cross-sell opportunities go along with our full commercial wealth business model where we want them to get us into the full C&I relationship for that company. And then we want to bring in private banking, treasury management, wealth services, and then tack on our 401(k) group. So the business plan is the same. This is just a better segue into some of the markets where we don't have firm mid-market C&I activity.

Okay, that's great. And then just curious, maybe given the move in rates, has your thoughts on balance sheet optimization changed at all? I mean, it seems like it might give you some more flexibility, especially with the HMNF deal. I'm curious, just gives you some more flexibility. Has your thoughts on optimization or any strategies in the intermediate term changed at all?

I'll kick us off and then Al, you can come in after me. We are constantly assessing balance sheet restructuring optimization opportunities. And we do believe with the addition of HMN that is going to give us additional opportunities to evaluate.

And the only thing I’d add on there on what Katie said too, I mean, as you could – with HMN, that acquisition with the equipment leasing team coming on, with the impressive deposit growth we’ve had, we’re constantly looking at ways to optimize our balance sheet. And it’s not just for the short-term, it’s for long-term because as we want to think about our balance sheet positioning, we aren’t right now liability sensitive. But over the long-term, we want to get to be slightly asset-sensitive because we have an inherent liability sensitivity on our fee income businesses. When interest rates go up, typically that slows the markets down, which will hit AUM in both the retirement and wealth businesses and also slows down mortgage. So we’d like to see that spread income business for us to be just a tiny bit asset-sensitive, again, to provide that seesaw. So we’re constantly evaluating opportunities to optimize and get our balance sheet to that position.

Okay. That’s great. If I could just squeeze one more in. Great to hear the commentary about the new account – the new deposit account growth. That’s extremely encouraging. I guess, where are you having the most success and kind of just your thoughts on continuing to drive that account growth and ultimately translate into core deposit growth going forward?

Dave, most of our success to this point is in that mid-market C&I and government non-profit vertical. Again, bringing on the talent that we brought on in the last year and a half, having them focused on their long-term relationships and their long-term reputations, and segueing those relationships into fuller relationships over here at Alerus is really where we found most of the success. And it’s been broad. It’s been all over in different industries in mid-market and different segments in government, non-profit. But also, I would say our retail team has done a fantastic job just sitting down with customers and gravitating more of the cash that they might have at other institutions into our institutions. So it’s really broad-based across all of our revenue streams. But the focus is and will continue to be in that mid-market C&I deposit, large depositors and verticals that will add a lot more deposits as to supplement our loan growth.

That’s great. Thanks, everybody for all the color. Appreciate it.

Thank you.

Thanks, David.

Thank you. The next question is from Nathan Race with Piper Sandler. You may proceed.

Yes. Hi, everyone. Thanks for taking my question.

Hey, Nathan.

I apologize I jumped on a little late, but we’re just curious if you could provide additional color on the construction loan that moved to non-accrual this quarter, in terms of when it was originated, the underlying property type and so forth? And any potential loss content expectations associated with this. And then also just curious to hear some background on the C&I loan as well. That seems like it was reserved for going into the quarter in terms of when this loan was originated and any reasons behind why it deteriorated in the quarter.

Sure. Nate, this is Karin. We’ll start on the construction loan. It is a multifamily loan. It was originated in August of 2022. The issues with it are around construction management. The fundamentals in the market for multifamily remain very strong. And this is a well-positioned project in terms of location to amenities, public transportation, major employers. And so, the borrower has stepped up and injected equity at this point to cover the cost overruns. They continue to have those options available, but there’s been a delay in terms of when we expected this next injection, which is why we moved it to non-accrual when we did. That said, they do continue to have feasible options to bring equity in. I mentioned in response to an earlier question, our reserve on it at this point is about 25%. It happened late in the quarter, in fact, actually early third quarter, just after quarter end. And so we’re still working on assessing those options being presented by the borrower. With regard to the loan where we took a charge off, it is a C&I credit. It was originated back in 2020, shortly before the pandemic. When the loan was originated, it was part of a business repositioning, and unfortunately, it was impacted substantially by COVID.

Understood. That’s very helpful. Thank you, Karin. And just curious, as you look out over the next couple of quarters, what your expectations are just in terms of charge-off levels. I imagine this quarter will prove to be fairly idiosyncratic. But just any thoughts on kind of what you’re seeing in terms of a normalized level of charge-offs in the current environment?

Sure. Just generally speaking, in terms of credit outlook, we’ve seen normalization. So, this construction deal aside, our migration appears very typical to what it was prior to COVID. And as Katie mentioned in her comments, we actually had net upgrades which reduced our overall levels of criticized compared to the first quarter. With regard to charge-offs, the one bit of uncertainty, I would say, for this next quarter is just as this company that we took the charge off on this quarter moves into liquidation, we’re going to be getting updated valuations so we could see some further adjustments there. Remaining balance on that loan is about $2.5 million.

Okay, great. Maybe changing gears. Al, I apologize if you touched on it, but just is the expectation still that the BTFP will remain on the balance sheet at least through the end of 2024?

Yes, that is correct, Nate. We expect that to maintain it through the end of the year.

Okay, got it. Expenses were really well controlled in the quarter. Any thoughts on how we should think about the run rate in 3Q and 4Q.

Yes, we do – I did – I gave a little bit of guidance saying that overall 2024 expenses should be up mid-single digits now when you include merger-related expenses. So when you compare on a reported basis to 2023, we’ll have a little seasonal uptick here in terms of some tech spending we have that typically hits us in the second half of the year. Also to incentive comp as things are going well for us to pick up there. But overall, we’re looking – we continue to look at ways to manage expenses prudently, and we’re still looking at somewhere in mid-single digits on a reported basis.

And that includes HMNF potentially closing fourth quarter or no.

That is including HMNF closing in the fourth quarter, correct.

Okay. Yes. And on that front, just curious if you could provide any other update in terms of how that integration is going, what the reception has been in Rochester among both clients and employees at HMNF, and kind of how you’re progressing on the approval front end, kind of when you guys expect to close the acquisition in the fourth quarter.

I will jump in real quick on the employees and the customer standpoint. Everything’s going, I would say, extremely well. The employees are very engaged in looking forward to rolling into our balance sheet and our product set. The customer feedback has been, again, very positive, going with a local community bank with a lot of ties into Minnesota and the northern upper Midwest, and looking forward to having a little bit better product mix and a little bit better reach. So very positive.

Yes. I would add, just on the customer front, a number of their clients are very familiar with Alerus, so they are retirement benefit clients already, and so that was a positive. From an integration standpoint, the teams are working very well together. Obviously, as this is our 26th acquisition, we have a lot of experience and have learned a lot and are progressing very well in that regard. We are targeting a close end conversion for the fourth quarter, and it appears at this point from a regulatory standpoint that things are progressing well in terms of hitting those dates.

Okay, great. And then one last one for Katie. Just any update in terms of with the new chief retirement officer on board, how things are progressing in terms of discussions with potential partners that you guys can potentially come to an acquisition arrangement within retirements?

Yes. Hi, Nat. This is Forrest Wilson. Thanks for the question. Yes, so we’ve been fairly quickly able to establish a fairly experienced team. Myself and a number of others do have quite a bit of acquisition experience and also contacts within the industry. So our goal is growth, as you know, and we have kind of used these contacts to put out feelers. Our goal is to look at as many acquisitions as we can. Experience has taught me and our team that we need to be very, very selective because they can send you in the wrong direction as quickly as they can help you grow. So you want to be very selective. So excited about the start. We’re off to, on this front, we’re looking at a few right now. I would say that nothing is imminent, but we are actively looking and intend to be that way for some time and partnering with Katie and Al and others to execute here.

That’s great color. I appreciate that, Forrest, and all the other color in answering my questions. Thank you, everyone.

Thanks, Nat.

Thanks, Nat.

Thanks.

Thank you. The next question is from the line of Matt Renck with KBW. You may proceed.

Hey, everybody. Hope everybody’s having a good day. My first question, Matt, I will follow up, to the balance sheet optimization questions. How high are you comfortable letting the loan-to-deposit ratio get to before maybe you pump the brakes on growth a bit? Or is that not necessarily the way you’re looking at it?

I mean, right now we’ve told a lot of what we have a target for is, and what I said earlier in the call is we're looking at a 95% loan-to-deposit ratio. That’s kind of our internal target right now, but we’re seeing really good activity right now. So there’s nothing leading us to cause us to think about pumping the brakes at the moment.

Okay, got it. Got it. And then just one question on deposits. I know you guys said you were focused on kind of the middle market commercial deposits, but with synergistic deposits up 17% year-over-year, I was just curious how rate cuts might have impacted the growth rate of that deposit line item?

So we don’t see material impact there because a lot of those clients have earned just the synergistic side. They come from our wealth and retirement businesses. And those customers, we did a deposit study, and those are very long-tenured clients of ours. So unless there’s a rebate remixing in the portfolio mix, and we don’t see a big shift in that. And typically what we’ve seen over time is that as people continue to save for more retirement, we see those balances actually increasing. So, hence why you’ve seen that consistency in synergistic deposit growth over the last several years for us.

Okay. Got it. I’ll step back now. Thank you.

Okay. Thanks, Matt.

This will conclude our question-and-answer session. I would like to turn the conference back over to Katie Lorenson for any closing remarks.

Thank you. And thank you all for joining our call today. We appreciate your questions. We appreciate your feedback. Overall, a very solid quarter from a fundamental operating standpoint. From a credit and lending standpoint, we will remain proactive, we will remain disciplined in our underwriting and committed to constant reviews, stress testing, and timely identification of issues utilizing both internal and external resources. We believe we have turned the corner with NIM expansion and solid revenue growth across our differentiated business model, and we look forward to continued progress towards the approval and closing of our HMNF deal. We are positioned for sustainable growth and increasing profitability over time, which will lead to book and shareholder value creation. Thank you to all of our talented team members for your continuous hard work and making Alerus better every day for our clients, our communities, and our shareholders. Thank you, everyone.

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