Good morning, everyone and welcome to the Horizon Bancorp, Inc. Conference Call to discuss Financial Results for the Third Quarter of 2024. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. Before turning the call over to management, please remember that today’s call may contain statements that are forward-looking in nature. These statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those discussed, including those factors noted in the slide presentation. Additional information about factors that could cause actual results to differ materially is contained in Horizon’s most recent Form 10-K and its later filings with the Securities and Exchange Commission. In addition, management may refer to certain non-GAAP financial measures that are intended to help investors understand Horizon’s business. Reconciliations for these measures are contained in the presentation. The company assumes no obligation to update any forward-looking statements made during the call. For anyone who does not already have a copy of the press release and supplemental presentation issued by Horizon yesterday, they can be accessed at the company’s website, horizonbank.com. Representing Horizon today are Executive Vice President and Senior Operations Officer, Kathie DeRuiter; Executive Vice President, Corporate Secretary and General Counsel, Todd Etzler; Executive Vice President and Chief Commercial Banking Officer, Lynn Kerber; Executive Vice President and Chief Financial Officer, John Stewart; Executive Vice President and Chief Administration Officer, Mark Secor; and Chief Executive Officer and President, Thomas Prame. At this time, I would like to turn the call over to Mr. Thomas Prame. Please go ahead, sir.

Good morning and thank you for participating in today’s call. We are pleased to share our third quarter results that display another quarter of positive net income growth, highlighted by the expansion of net interest income and fee income, combined with excellent credit quality. Horizon's positive third quarter results, displayed on page four, reflect the organization's commitment to continuing to enhance our financial performance. The quarter reflected continued growth in our revenue models, driven by a fourth consecutive quarter of expanded net interest income and continued fee income growth. Average loan growth for the quarter was solid at 10% annualized, coming off the strong late June production we previously reported. It also reflects the continuation of our strategy to grow our core commercial portfolio, coupled with a planned runoff of lower yielding auto loans. The team remains very confident in its ability to find ample lending opportunities to grow in our local markets, while maintaining our positive credit trends displayed throughout 2024. Horizon's deposit portfolio displayed solid growth with stability in its core noninterest-bearing balances and the franchise realizing the benefits of its commercial and consumer deposit gathering efforts. The granular and tenure deposit base continues to showcase very strong and sticky trends with overall deposit costs increasing slightly. As our third quarter results displayed, the company has positive momentum on many fronts through a more productive balance sheet, revenue growth, and excellent credit metrics. The quarter did reflect slightly elevated expenses that, as John will discuss in his presentation, we expect to transition back to more normalized levels as we approach 2025. Additionally, within today's presentation, John will also be sharing details on strategic actions initiated in the fourth quarter, which will further advance our efforts to create long-term shareholder value and significantly improve our operating performance in 2025. As highlighted in my opening comments, we're very pleased with the success in the quarter in average loan growth, revenue expansion, and continued excellent credit quality. To provide additional insight on our lending performance, I'll transition the presentation to our Executive Vice President and Chief Commercial Banking Officer, Lynn Kerber.

Thank you, Thomas. Beginning on slide five, we have an overview of the loan portfolio as of September 30 with a mix of 60% commercial, 17% residential, and 21% consumer, reflecting our strategic shift in loan portfolio mix. Average loans increased 10% annualized from the linked quarter. However, period-end loan growth was flat with primary growth predominantly in commercial loans and mortgage loans, coupled with a continued decline in lower yielding auto loans. Transitioning to some detail on each portfolio, we have commercial loans highlighted on slide six. For the third quarter, commercial loans increased $9.5 million, representing 1.3% growth on an annualized basis. Initial loan fundings were generally consistent with typical activity levels. However, total net commercial loans were impacted due to the previously noted acceleration of production in the second quarter results and a higher-than-average payoff and line of credit paydowns in the third quarter. The core commercial pipeline continues to be stable with opportunities for growth in traditional commercial categories and the ramp-up of our equipment financing division. Our equipment finance division has been well-received and is meeting our expectations for new originations. We are continuing to focus our efforts on opportunistic growth and continued asset quality. Activity continues to be well-diversified by industry and geography, and our portfolio mix remains consistent with our overall portfolio composition. Commercial credit quality remains strong with past-due as of September 30th at three basis points, nonperforming loan ratio of 24 basis points, and net recoveries of $58,000 year-to-date 2024. Turning to slide seven. Consumer loan balances decreased $43 million during the quarter, reflective of our planned reduction in the indirect auto; the mortgage portfolio grew $3 million, representing 2% annualized growth. Overall, credit quality remains satisfactory in the consumer and mortgage portfolios with delinquency and charge-offs within targeted ranges. Our asset quality metrics continue to be strong as outlined on slide eight. Substandard loans of $59.8 million represented 1.24% of loans, reflecting an increase for the quarter of $8.6 million. While there is an increase for the quarter, several of the downgrades are viewed as temporary in nature and are expected to resolve through loan payoffs and/or improving performance. Nonperforming loans increased in the quarter to $24.4 million, representing 51 basis points of total loans. This increase was principally attributable to two larger home equity loans totaling $1.7 million, a $2.6 million single credit in the commercial portfolio, and $602,000 in the mortgage portfolio. While there is an increase, one home equity loan has already been paid off and remaining loans have adequate collateral and engaged borrowers working with our lenders. The results in the third quarter remain within historical ranges and comparable to our peer group performance, and we do not expect this moderate change to materially impact our outlook for charge-offs at this time. Net charge-offs for the third quarter were $375,000, reflecting a decrease from our most recent quarters and representing three basis points on an annualized basis. Charge-offs year-to-date remain predominantly in the consumer indirect auto portfolio. Finally, our allowance for credit losses modestly increased by approximately $700,000 in a quarter to $52.9 million, resulting in an allowance to loan ratio of 1.10%. The increase is primarily reflective of adjustments for economic forecasts and an increase of $177,000 in specific reserves. Provision expense of $1 million is a combination of the allowance increase and replenishing the reserve for third quarter charge-offs of the $375,000. Future reserve amounts and related provisions will be driven by loan growth and mix, economic forecasts, and credit trends. Overall, we feel our portfolios are performing well and the reserve is adequate based on current and forecasted charge-off trends. Now I'd like to turn things back to Thomas who will provide an overview of our deposit trends.

Thank you, Lynn. Moving onto our deposit portfolio displayed on slide nine. Horizon's core consumer and commercial balances increased in the quarter, highlighted by continued stable, noninterest-bearing deposit balances. Our diverse branch network across Indiana and Michigan, combined with the recently added resources to our treasury management team, are making solid strides in gathering new relationships and expanding wallet share within our core markets. Additionally, the company continues to take a practical approach to public funds, focusing on operating relationships while balancing pricing and duration in the portfolio. We anticipate this portion of the deposit portfolio to benefit the organization as rates decrease and will further help improve our net interest income results going forward. We believe the deposit portfolio will also continue to benefit the organization in a down rate environment with its granular composition and longstanding relationships in our local markets. The portfolio remains very stable with a significant portion of the balances in relationship-based checking accounts with clients that know and trust Horizon well. Let me hand the presentation over to our Executive Vice President and Chief Financial Officer, John Stewart, who will walk through some additional third quarter highlights as well as the recent strategic initiatives the team has initiated in the fourth quarter. John?

Thank you, Thomas. Turning to slide 10. As expected, the benefits of the late Q2 loan growth pulled through the averages in Q3, which in combination with another quarter of no purchases of investment securities, led to a more favorable earning asset mix and modest expansion of the FTE net interest margin, up two basis points to 2.66%. This is the fourth consecutive quarter of sequential margin improvement and a trend we expect to continue for the foreseeable future. Looking ahead, excluding the Q4 actions discussed later in the presentation, our base case is anticipating NIM expansion in the range of seven to ten basis points in Q4 when compared with Q3. This expectation is based on the continued positive earning asset mix shift and the realized spread improvement from the September rate cut as evidenced by the reduction in our spot interest-bearing deposit costs to around 2.50% in early October from a high of 2.72% in the month of August. We are assuming an additional 25 basis point rate cut in each of November and December, which should continue to modestly benefit the net interest margin. Further in the presentation, we will provide insight into our Q4 securities sales, which will be additive to these baseline assumptions. As you can see on slide 11, it was another good quarter for the company on the fee income front, delivering $11.5 million in noninterest income above the guidance range for the quarter. New business activity in our mortgage unit and strong momentum in our treasury management business were the primary drivers of the linked quarter increase. Looking ahead to Q4, we continue to see positive momentum in our treasury management, mortgage, and private wealth businesses. Those seasonal declines in mortgage may lead to a modest reduction in fee income relative to Q3 results. All in all, we are pleased with the progress we are seeing in our fee-generating businesses heading into 2025 and will continue to make strategic investments in these products. Moving to expenses on slide 12. Though reported results were above our prior expectations, the quarter was impacted by a few items that are not expected to be part of the company's long-term expense base, but are critical to achieving our strategic objectives. We anticipate Q4 results to also be impacted by a select few items as suggested in the guidance on slide 15, but we do not expect Q4 to represent a quarterly run rate for our expenses in 2025 as the leadership team remains critically focused on generating positive operating leverage. Turning to capital on slide 13. As we noted last quarter, we saw some nice improvement in the company's capital ratios on the heels of improved profitability, tempered period in loan growth, and continued runoff in investment securities. In consideration of similar organic trends and the Q4 actions we have announced, further improvement in the company's capital ratios is expected over the coming quarters. As you can see on slide 14, it has been a busy start to the fourth quarter and we are pleased to announce the strategic actions you see on the left side of this slide. These include the sale of about $325 million in securities, our intent to sell the mortgage warehouse business, and ongoing strategic tax planning. In total, these actions will generate improved structural profitability on less balance sheet leverage and will simplify our business model, all with the aim of creating additional long-term sustainable value for our shareholders. Under a conservative set of assumptions, we will earn back the net after-tax loss in less than four years, which is well inside the weighted average life of the securities sold and will generate an incremental $0.12 of annual EPS accretion. As you can see on the right-hand side of the page, these actions will yield an immediate lift to our net interest margin, tangible book value per share, our tangible common equity ratio, and all profitability metrics. Currently, the proceeds from the investment sales are being held in cash at the Fed, which should add eight to ten basis points to the NIM in Q4, which is in addition to the base case NIM expansion previously discussed. Over the following few quarters, those proceeds will be reinvested in a combination of organic loan growth, selective securities purchases, and to pay down wholesale borrowings. In 2025, upon the repayment of the $200 million in maturing FHLB advances, we would expect to see additional net interest margin expansion and further improvement in our tangible common equity ratio. Pro forma for all of these actions, all regulatory capital ratios will remain relatively unchanged when compared to September 30 figures. Finally, turning to the outlook on slide 15. While Q4 results will be noisy, as noted earlier, the intent is to give you our best view of the quarter while providing some clarity around some key line items for the coming year. In sum, we are encouraged by the financial outlook and positive momentum for the company as we look ahead. Specifically, as it relates to the balance sheet, end of period total loan balances are likely to be relatively unchanged from September 30, excluding warehouse balances. Core commercial growth will continue to be positive but will be largely offset by the continued runoff of the indirect auto portfolio. Assuming the sale of the warehouse balances by year-end, total end of period loan balances are expected to be down low single digits. Deposit balances are likely to be relatively stable as we continue to focus on core retail and commercial customers, but given our current liquidity position, we will continue to be more prescriptive around our appetite for higher priced non-relationship balances. We are expecting total net interest margin expansion of 15 to 20 basis points in Q4 from the 2.66% reported in Q3. This would be inclusive of the contribution from the securities repositioning, the balance sheet assumptions just noted, and anticipated further rate reductions. This should drive an increase in net interest income in the upper single digit percentage range for the quarter when compared with Q3. While expenses in Q4 are likely to approximate $42 million, this includes several items that are not expected to carry forward into 2025. As such, to provide some additional clarity on run rate expenses, our preliminary look at 2025 is consistent with current consensus expectations for the company. Finally, the tax line is likely to be a net credit position again for Q4, driven by the realized net loss from the actions previously discussed. Therefore, we are providing an initial view of our expected effective tax rate for the full year 2025, which should be in the range of 10% to 12%. With that, I'll turn the call back over to Thomas.

Thank you, John. I appreciate the insight into the quarter and the outlook for the fourth quarter activities as we move into 2025 with a more productive balance sheet and a healthier core earnings engine. As the team has discussed today, we are very optimistic about the significant positive momentum for Horizon. We continue to expand our client base and brand in excellent growth markets in the Midwest that are economically attractive for businesses and for individuals. Our core relationship-based loan growth is strong and aligned with our historically low credit risk profile. The core commercial and business portfolio continues to see ample growth options across a diverse geography and portfolio mix and will deliver positive benefits from the remix out of lower yielding consumer auto loans. Additionally, the franchise maintains strong credit metrics reflective of its disciplined operating model. The resiliency of our core deposit base maintains its great value with additional opportunity to improve our financial performance as rates decline. As outlined, the company intends to create further liquidity in the near term, providing optionality on balance sheet funding strategies heading into 2025, and Horizon has a lean operating culture that consistently adapts to deliver long-term shareholder value. We see a bright future for Horizon as we prepare for 2025. Our relationship-based community banking model is strong and consistently improving in performance. The organization is taking strategic actions to create greater shareholder value through a more productive and efficient balance sheet, simplified business model, and investment in core revenue models. Additionally, we feel optimistic about the organization's go-forward direction and our ability to continually advance Horizon's financial performance. As always, we thank you in advance for joining our presentation this morning. This concludes our prepared remarks, and I'll ask our operator to please open the lines for questions.

We will now begin the question-and-answer session. The first question comes from Brendan Nosal with Hovde Group. Please go ahead.

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

Good morning.

Maybe just starting off here on the margin, a lot of moving pieces and can certainly do the math on the 4Q improvement plus the FHLBs. Just kind of curious where you see the margin kind of settling once all is said and done in 2025, and then how much additional benefit you're expecting across next year as the Fed continues to cut rates modestly. Thanks.

Hey Brendan, it's John. Thanks for the question. Instead of providing a specific projection for 2025, I'll outline some key factors. The guidance for Q4 is relatively clear, and there are several elements that should positively influence our margin outlook. We expect the ongoing evolution of our earning asset mix to continue, with core commercial loan growth being balanced by lower yielding runoff in our loan portfolio. Additionally, our securities portfolio is transitioning to higher yielding assets, a trend we anticipate will persist into 2025. This shift, combined with anticipated rate cuts, is expected to be somewhat supportive of our net interest margin. Depending on your modeling assumptions, you might consider this as our baseline expectation for rate cuts. Moreover, when we account for the transactions outlined on slide 14, we will maintain a relatively high cash position. Throughout 2025, we aim to invest these assets into higher yielding opportunities. Overall, we see favorable organic momentum impacting the margin. Lastly, as you mentioned, we expect to realize some mathematical benefits from the paydown and our borrowing position at the end of Q1 and beginning of Q2, which should also positively affect the margin in the second quarter.

All right. Awesome. That's helpful color. Thank you. One more for me before I step back. Just looking at AOCI for the quarter, certainly saw a nice improvement, which wasn't too shocking given what rate did across the third quarter. Can you happen to update us on these fair values of the HTM portfolio at 930? Thanks.

Brendan, I don't have that number right offhand, but we can sure get back to you with that.

Okay. No sweat. All right. Thank you for taking the questions.

Our next question comes from Terry McEvoy with Stephens. Please go ahead.

Hi, good morning, everybody. I have another question for John regarding net interest margin. Can you help us with the fourth quarter guidance? Specifically, what are the yields on total maturities in the fourth quarter? I know commercial real estate is 6.48. I want to compare that to the 6.30 yield from October that was disclosed. Also, thanks for sharing the October interest-bearing deposit costs of 250. What do you expect that to look like in the fourth quarter, considering the rate cuts you mentioned earlier?

Yeah. Hey, Terry, thanks for the question. Are you talking about maturities in the loan portfolio? Is that what you were asking?

Yeah. Thank you very much. Yeah, loans.

Yeah. So, without assuming any material change in prepayments, the total maturities in the loan portfolio in the fourth quarter are generally around 6%. So, there's some favorable roll on, roll off effect of the new production as Lynn and her team are doing a really great job holding spreads. In terms of your question on the deposit costs, so a nice realized beta you can see from the peak 272 down to about a 250 range in the month of October here. We would expect a similar beta in these next 25 or 50 basis points of cuts as we look forward. So, depending on what you're assuming for your base case on rate cuts, I think you can apply a similar sort of roughly 40-ish, 35, 40-ish beta to those incremental cuts.

Great. Thanks, John. And then a question for Thomas. A lot of attention kind of on building capital and slide 14, which are really important for the bank. But from your perspective, what are you seeing kind of internally and the progress internally and what areas of the bank do you think have the most potential to surprise on the upside over the next few years?

Thanks for the question. I appreciate it. As we've talked about strategically, we are really looking to simplify our business model and invest heavily in our core community banking. We've made some really good strategic investments this year in treasury management, wealth, and mortgage, which we're seeing the benefits there. And then also on our commercial side, the hirings that we had late last year, early this year, those individuals are coming off their ability to go back and speak to some of their former clients. I would anticipate as we look at 2025, our loan growth to shift back into a growth mode that we saw in the first half of this year, probably not as strong as Q2, but on average, being that mid to high single digits loan growth, which I think will be a breakout for us. That includes the fact that we will have the churn of the lower yielding indirect auto on that. So just the natural churn of that portfolio will be a benefit. But I wouldn't say we're going to see a dramatic shift in strategy. We have a really good glide path in front of us, and we'll just add more momentum behind it.

Thanks for taking my questions.

The next question comes from Nathan Race with Piper Sandler. Please go ahead.

Yeah. Hi, everyone. Good morning. Thanks for taking the questions.

Good morning.

Just curious thinking about potential additional balance sheet actions. Obviously, you're restructuring the AFS book, but just curious on thoughts around maybe restructuring the health and maturity portfolio as well and perhaps raising capital. Obviously, you've updated your shelf more recently, but just be curious to hear any thoughts on that front.

Thanks, Nathan, for the question. First, on updating our shelf. Our shelf is our typical that we do. It just came at a time when some other institutions may have been talking about raising capital for different strategic actions on their balance sheet. From our standpoint, what we accomplished here in the fourth quarter really sets us up for a positive 2025. We also, as we said before, just our core organic engine and what we're going to see from an efficiency and productivity off the balance sheet. At this time, we wouldn't lead us to believe that we need to go raise capital and do something differently with the HTM. As always, we will look for opportunities to create shareholder value, and if that comes into play and we believe it's the right mix and return for our long-term value to shareholders, we would entertain that, but at this time we're in a good position.

Okay, great. And then just one clarifying question on expenses. There's different aggregators of consensus estimates, but John, just to clarify, we're thinking kind of high 150 range, maybe 160 for next year on expenses.

Yeah. I think the consensus number that we see is in that sort of 155 to 160 range. Yeah.

I’m interested in your thoughts on the profitability improvement from the balance sheet restructuring in early Q4. Given that the stock is trading just above tangible book value, I would like to hear your updated views on share repurchases as you continue to build capital along with the expected profitability improvements coming out of Q4.

Thank you for the question, Nathan. We will approach this like any other capital deployment activity. You're correct that we will be able to assess capital alternatives for the foreseeable future due to the improved profitability metrics and the positive trajectory we see on the asset side. We anticipate being in a position with excess capital that we feel comfortable about. We will evaluate these options using the same criteria and metrics we apply to other decisions.

Okay, great. I appreciate all the color. Thank you.

The next question comes from Damon DelMonte with KBW. Please go ahead.

Hey, good morning, everyone. Hope you're all doing well today. So just want to circle back on the expense question. So kind of good color and disclosure as to what to expect here in the fourth quarter and the outlook. But as we kind of think about where within the entire expense bucket some of these expenses are coming through, is it kind of in the salary benefit line or the professional services? Could you just kind of give us a little guidance as to where we can assume higher run rates?

The mix will probably be evenly distributed between the two that you mentioned, the accelerated benefits in the third-party.

Okay. And these are basically internal projects that you're kind of investing in today to kind of better position you guys going forward into '25 and the expenses then leave the bank?

Exactly. Exactly how we're thinking it also.

Got it. Okay, great. And then just with regards to credit. Kind of how you're thinking about the reserve level here, I think it was 110 basis points. So up a couple from last quarter. Do you feel comfortable at this 110 level? Do you feel you need to maybe continue to add to it over the coming quarters as you continue to generate more commercial loan growth?

Yeah. Good morning. This is Lynn Kerber. Thanks for the question.

Hi, Lynn.

So relative to the allowance, as I've shared in previous quarters, we really look at our overall portfolio mix. We've had some shifting this year as we've moved off some of our higher loss rate loans, like indirect auto, for instance. So that's had some impact. As I mentioned in my prepared remarks, that has been a good portion of our charge-offs year-to-date. And so, we have sort of that mix in the portfolio with the higher loss rates coming off. Our commercial portfolio has performed really well. As I noted, we've had year-to-date net recovery per charge-offs and the bank as a whole has seen three basis point annualized charge-offs for the year. So, unless credit trends change or we have a significant change in economic outlook, I don't really see a significant directional change in the reserve at this point.

Got it. Okay. That's helpful. Yeah. Those are the only two questions I had, so thank you very much.

Thank you.

Our next question comes from Brian Martin with Janney Montgomery. Please go ahead.

Hey, good morning, guys.

Morning.

Someone might have been answered, but just on the loan pipelines, Lynn, I guess, can you comment on just kind of where the commercial pipeline is today? And then I think you talked about the equipment finance, just kind of where the footings are on the equipment finance level today.

Sure. Good morning. Our commercial pipeline has been very steady. Our initial fundings have been close to average per quarter, which makes me really pleased. It's stable. In the equipment leasing division, we aimed for about $100 million to $110 million this year, and I believe we surpassed $85 million as of September 30th. This is in line with our expectations, and we've established a solid rhythm now that the team is fully in place. I would say it remains relatively stable. Some fluctuations in the last quarter were mainly due to the timing of larger loans that were expected at the end of the second quarter, which likely would have been recorded in the third quarter, along with activity related to payoff and line of credit. In the second quarter, line payoffs were significantly lower than average, while in the third quarter, they were higher than average. This payoff activity is influenced by our customers' business models, as their projects reach stabilization, leading them to either enter the secondary market or sell property. So overall, it's a matter of adjustments in the portfolio due to customer activity.

Gotcha. Okay. That's helpful. And then in terms of the indirect portfolio, where does that portfolio land? It was run off this quarter, I guess. In terms of size, where do you expect that portfolio to kind of shake out over time? Is it kind of a continued rundown here?

This is Thomas. I'll help you on that one. I'd estimate about $30 million to $35 million a quarter.

Okay. And…

… accelerated the last two quarters. But as we get to a smaller portfolio, the run rate will decrease a little bit.

Okay. All right. And then just maybe, just secondly, on the mortgage side, obviously a nice lift here this quarter. I guess, given where we are with rates and seasonality, I guess, is the current level, kind of a sustainable way to think about mortgage here in the near term?

I think as John put in, some of his comments are in the slide. We anticipate mortgage will be slightly down here in the fourth quarter with seasonality of the fourth and the first, and then come back in the second quarter. So, I wouldn't anticipate this will be a run rate. We've had a new leadership join mortgage. It's increased our sales productivity and also helped us on the secondary market delivery this quarter was a reflection of that. But we'll move into a little bit more seasonality in Q4 and Q1.

Gotcha. Okay. That's all I had, guys. Thank you.

This concludes our question-and-answer session. I would like to turn the conference back over to management for any closing remarks.

Thank you. And again, thank you for participating in today's earnings call. As stated, the team is very productive in the third quarter. And we have a great start to the fourth quarter to significantly advance our financial performances as we head into 2025. I wanted to thank everyone again for your attendance today, and we wish you all the best in the upcoming holiday season. Thank you.

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