Good day, and welcome to Camden National Corporation's conference call. My name is Lydia, and I'll be your operator for today's call. All participants will be in listen-only mode during today's presentation, and following the presentation, we'll conduct a question-and-answer session. If you require operator assistance at any time during the call, please press star then zero. I'll now turn the call over to Renée Smyth, Executive Vice President, Chief Experience and Marketing Officer.
Thank you. Good afternoon, and welcome to Camden National Corporation's and Northway Financial's merger conference call. Joining us this afternoon are members of Camden National Corporation's executive team, Simon Griffiths, President and CEO, Mike Archer, Executive Vice President and Chief Financial Officer, and Ryan Smith, Executive Vice President and Chief Credit Officer. Please note that today's presentation contains forward-looking statements, and actual results could differ materially from what is discussed on today's call. Cautionary language regarding these forward-looking statements is contained in our press release and on pages two and three of our presentation, issued this morning and other reports we filed with the SEC. All of these materials and public filings are available on our Investor Relations website at CamdenNational.bank. In addition, today's presentation includes a discussion of non-GAAP financial measures. Any references to non-GAAP financial measures are intended to provide meaningful insight.
Certain non-GAAP measures are reconciled with GAAP in our presentation. Other non-GAAP measures are forward-looking, and reconciliations are not provided because the company is unable to do so without reasonable effort due to the inherent difficulty of predicting the occurrence and financial impact of future events. I am pleased to introduce Camden National Corporation's host, Simon Griffiths.
Thank you, Renée, and good afternoon, everyone. We appreciate you joining our call today on such short notice. I will provide some brief remarks on the strategic, compelling opportunity Camden National's merger with Northway Financial provides both organizations, as well as an overview of the transaction details outlined in this morning's press release. I will then turn it over to Mike to discuss our due diligence efforts and key financial highlights of the merger. As Renée noted, we're also joined today by Ryan Smith, our Chief Credit Officer, as he and his team were an integral part of the due diligence efforts and are here to help support any specific credit-related questions during the Q&A session after our prepared remarks. I want to start by saying that this merger represents a rare opportunity to combine two high-quality and culturally aligned franchises to build a premier Northern New England bank.
Over the past several years, our neighboring banking organizations have admired each other and developed a relationship through several meaningful discussions. Last year, I had the pleasure of meeting Bill Woodward, Chief Executive Officer and Chairman of Northway Financial. Bill and the Northway team have built a remarkable, best-in-class, $1 billion deposit franchise, almost $1 billion in loans, and $1.3 billion in assets, complemented by strong credit and long-lasting customer relationships. As we got to know each other through several very constructive dialogues, it became quite evident that we are two strong New England franchises serving the vibrant communities of New Hampshire and Maine. As discussions progressed, we became even more confident that combining our two well-regarded organizations would be highly beneficial for our respective shareholders, customers, employees, and communities.
With increased scale and resources, we'll be able to provide expanded opportunities for employees and serve customers through an even more robust suite of solutions while strengthening our ongoing investments in our communities. Our initial discussions centered around our complementary cultures, our matching, highly regarded, strong credit and risk profiles, and adjacent geographies. During our discussions, extensive due diligence efforts, and management conversations, we confirmed that Camden National and Northway have many like-minded operating philosophies, strategies, and core values. Notably, we both share the same Jack Henry core operating system, similar loan portfolio mixes without any material credit concentrations, and strong core deposit franchises. We concluded that through this combination, we believe we can build on our, each of our strong foundations to create an enhanced, more competitive financial institution with a sincere focus on delivering an outstanding customer experience.
Together, this will allow us to build upon Northway's historic franchise and leverage the brand and customer relationships Camden National has been building across New Hampshire through our commercial LPO strategy for many years. As I've mentioned on previous earnings calls, Camden National has made several strategic investments to accelerate its technology and digital roadmap. We've made extensive advancements in digital conveniences, process automation, data mining, and risk management tools. This merger provides an opportunity to leverage our technology and capabilities across an expanded customer base in a changing and dynamic market environment, where investments are crucial to accelerating growth. We see significant potential benefits for all our customers. The combination will provide greater access to capital through the combined company's larger balance sheet and access to more banking offices and products.
Additionally, customers will benefit from Camden National's meaningful and modernized wealth products and services. There will be no branch closures, with the exception of the consolidation of our two Portsmouth locations, which actually occupy the same building in an office park. All other Northway branch locations will remain, operating under the Camden National Bank name, minimizing customer disruption. We are committed to the success and economic growth of our combined communities, and I am pleased that both banks have an outstanding CRA rating. We expect this combination will have an immediate positive financial impact on our shareholders.
Through this merger, we expect to significantly enhance our profitability profile, propelling our projected return on average assets above 1% in 2025, generating strong GAAP earnings per share accretion of 20% in 2025, and producing top quartile financial returns in 2025 compared to our peers, based on current analyst estimates. Adjusting for AOCI and interest rate marks on a non-GAAP basis, the transaction is immediately accretive to tangible book value, with no earn back period, with cash EPS accretion for 2025 of 5% and 2026 of 12%, highlighting the real economic benefit of this transaction. Slide six highlights the strategic opportunity of the merger and positions Camden National with the number one deposit market share of all community banks in Maine and New Hampshire combined.
The combination provides Camden National with immediate presence in higher growth markets in a contiguous state, with the strength of the franchise and brand Northway has built over many years. As shown on slide seven, the combination demonstrates the opportunity to bolster our New Hampshire presence, including in the growing Hillsborough and Rockingham communities. Both Southern New Hampshire and Maine have benefited from population and large corporation growth, as individuals and businesses capitalize on the lower cost of living, favorable business and operating environments, and easy access to the beautiful shoreline and mountains. With our combined entities, we'll have branch coverage within a 15-mile radius for 12 of the top 20 New Hampshire household income towns and cities. With an expanded branch and brand presence, more bankers, and a larger balance sheet in New Hampshire, we are primed to capture more opportunities and accelerate our previously discussed strategic growth initiatives.
Slide eight demonstrates the strength of Northway's deposit base. They have an enviable position of a strong customer base with best-in-class deposit ranking. Our strategic investment in an online account platform, scheduled to go live in Q1 2025, will provide additional opportunities to build and deepen relationships while maintaining pricing discipline. Slides nine and 10 provide an overview of deposits and loans as a combined organization and depict the striking similarities of our two organizations within our core business. As of June 30th, 2024, our core deposits represented 86% of our total deposit base, and on a pro forma combined basis, this would continue, representing 85% of our total deposit base and maintaining a loan-to-deposit ratio of 92%. The same story holds true for the loan portfolio. Camden National and Northway have very similar loan portfolios with strong asset quality by all measures.
A strong credit culture is at the heart of each organization and has served each organization well. On a combined pro forma basis, total loans as of June 30th, 2024, were $5.1 billion. Both Camden National and Northway have well-diversified loan portfolios without any significant credit concentrations. I'm excited about this incredible opportunity for our employees, customers, communities, and shareholders. Camden National's merger with Northway Financial provides immediate, meaningful scale and bolsters our growth initiatives in New Hampshire and deepens our support of economic vitality within our communities. Our management team has deep acquisition experience, strong leadership, and the depth to execute a seamless transaction. I'm confident in our ability to merge these two companies and build a premier Northern New England bank.
I will now turn it over to Mike to provide an overview of our diligence efforts and to review the financial highlights of the deal.
Thank you, Simon, and good afternoon, everyone. Slide 11 of the investor presentation provides an overview of the significant diligence work our teams performed over the past few months. Through collaborative efforts and conversations between the teams, we were able to review all the key areas spanning the organization. I would highlight that as part of our efforts, we completed a deep dive into Northway's credit files with the support of an independent third party. In total, we reviewed 65% of the commercial portfolio, all criticized and classified loans, and 89% of their CRE portfolio. Our credit review and discussions with their management team validated the strength of Northway's asset quality and strength of its credit culture, as can be seen in its performance over the most recent cycle. A summary of key asset quality metrics for Northway can be seen on slide 12.
Now we'll transition to the structure and overall financial highlights of the transaction, which can be seen on slide 13. Excuse me. This is a 100% all-stock deal with a fixed exchange ratio of 0.83 shares of Camden National common stock for each share of Northway Financial common stock. In total, Camden National will issue approximately 2.3 million shares of its common stock, and on a pro forma basis, current Camden National shareholders will own approximately 86%, and Northway Financial shareholders will own approximately 14% of the combined entity. Based on Camden National's closing share price of $37.90 on September ninth, 2024, the implied purchase price is $86.6 million, or 139% of Northway Financial's tangible book value, and represented a 2.6% core deposit premium.
Other transaction details include welcoming one Northway Financial board member to our board of directors at closing, which we anticipate occurring in the first quarter of 2025. Included within our combined pro forma financial model are several key assumptions, as seen on slide 14, including interest rate marks of 8.6% of total loans, credit marks of 1.13% of total loans, creation of core deposit in tangible assets of 4% of core deposits, estimated one-time transaction costs of $13.5 million, and estimated cost synergies of 35%, of which 75% are estimated to be realized in 2025 and 100% in 2026. Within our pro forma financial model, we have not incorporated any revenue synergies.
That said, we believe there is great opportunity for additional fee income as a combined company, and to deepen Northway's commercial relationships with a stronger balance sheet. Through our financial modeling, we estimate GAAP EPS accretion of 20% in 2025 as a combined company over Camden National's current consensus analyst estimates. For 2026, we estimate GAAP EPS accretion of 33% as a combined company over current consensus analyst estimates. These details can be seen on slide 15. At closing, the deal is estimated to be 16% dilutive to Camden National's tangible book value due to the level of interest rate marks on Northway's loan portfolio, and the estimated earn back period is 3.3 years.
Adjusting for AOCI and interest rate marks on a non-GAAP basis, the transaction is projected to be immediately accretive to tangible book value per share, with no earn back period, with cash EPS accretion for 2025 of 5% and 2026 of 12%, underlining the significant financial benefits of this transaction. As a combined organization, we believe we are positioned for significant financial upside. In 2025, we estimate our return on average assets, return on average equity, and efficiency ratio all reach top quartile performance compared to peers, as shown on slide 16.
Based on Camden National's closing share price yesterday, our implied price to earnings multiple on a combined pro forma basis for 2025 is 9x , which represents a meaningful discount to peers, who currently trade at 10.6x on a median basis, while the top quartile trade at 12.4x . This concludes our comments. We'll now open up the call for questions.
Thank you. We'll now begin the question and answer session. To ask a question, you may press star then one on your touchtone phone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we'll pause momentarily to assemble our roster. Our first question today comes from Steve Moss with Raymond James. Your line is open. Please go ahead.
Good afternoon, and congratulations on the transaction, guys. Wanted to start here by asking about, you know, with the Northway franchise, you know, where are you guys looking to make investments in there? Are there areas that you want to enhance or maybe expand, whether it's on the commercial lending side or other things?
Thanks, Steve, and good afternoon to you. I mean, just start with the fundamentals of the strength of their franchise, Steve, if I may. I think, you know, there's just a real opportunity for us, and it just creates a tremendous market opportunity, almost double the market size for us. You know, we're gonna have a much increased size of balance sheet, which is gonna give us an opportunity to really deepen relationships with some of our existing clients and new clients and, of course, the clients of Northway, and then, you know, you start to sort of get into your question, Steve. I think there's tremendous opportunities from a product perspective. I think we've got a really nice wealth business here. That's obviously something that we can build and add into their business.
We also see opportunities on the retail side, particularly as we start to think about some of the technology that we've talked about in some of our earnings calls previously. So you put together kind of the package of the existing franchise that Bill and team have built out, those foundations, and then add into that some of the strengths that we have in the lending space, also on the technology side and the customer and the focus on the customer. I think it adds up to a very positive combination.
Got it. Appreciate it, Simon. And then just curious here, you know, pro forma balance sheet is still pretty similar to where you're at. Are there any thoughts here, you know, as you make investments and expand the franchise, about remixing any part of the balance sheet or, you know, just kind of curious if, you know, this caused you to make some changes to your mix?
Yeah, I can take that one, Steve. It's certainly, I would tell you, nothing is baked into our models at this point. I think, you know, as we move closer to a legal day one, that's certainly something that we would, you know, evaluate further and kind of consider. Are there opportunities to optimize, potentially balance sheet restructures or, you know, other areas? And, you know, of course, all taking that in conjunction with or over our overall, excuse me, ALM position and thinking about liquidity. So, you know, I think that's work to be certainly done and certainly something we'll evaluate in due course.
Okay. Appreciate that. And then, you know, one more thing just on the loan side. Just curious about Northway's average commercial and commercial real estate loan size, and what is the pro forma commercial real estate concentration here?
So generally speaking, what I would say is their average size. I don't have it in front of me right now, Steve, but certainly smaller than ours. We can try to get that here. From a concentration perspective, you know, right around 6.30, we were around 2.45, and they were slightly higher. You know, I think as we think about on a CRE concentration perspective in particular, you know, we don't have the number in front of us, but I think it was right around 2.70. Still providing lots of ample room there. Sorry, I just got the number here, Steve. The average size is $965,000.
Okay. Great. I appreciate all the color, and I'll step back in the queue.
Appreciate it, Steve.
Cheers.
Our next question comes from Damon DelMonte with KBW. Please go ahead.
Hey, good afternoon, everyone, and congrats on the transaction. Just kind of curious if you could give a little color on the deposit portfolio that Northway brings over. As noted in the release, they have a very low cost of deposits. And just kind of wondering, you know, what gave them a competitive advantage across their footprint to have such a favorable level?
Thanks, Damon, and appreciate the question, and thanks for joining today. Yeah, this is a real credit to Bill and team. They built, you know, certainly one of the preeminent deposit franchises in the Northeast and, you know, certainly a leading beta through the cycle, which I think is really a reflection, honestly, of just the focus they have on relationship banking. But tremendous focus on, we've seen it through the loan book, just a focus on relationship, focus on really strong customer relationships, and they really are embedded in the community. I think that's a real attribute to Bill and team and done a really nice job there. And I think this gives us a real platform, Damon, in terms of our own growth.
We are proud of our deposit franchise and believe we have certainly a great franchise and a great opportunity to lend. And this is gonna be, I think, one of the real strengths of this transaction, this combination and partnership that we're gonna have, hopefully, over the coming months.
Gotcha. Great. Thank you. And then, kind of along the lines of growth opportunities, when you look at the combined bank, you know, how do you kind of see the combined companies, you know, targeted loan growth as we go through 2025 but more so into 2026? Do you think because of the opportunities and maybe some of the stronger economic markets in New Hampshire, you could start to see something in the kind of upper single digit level, or do you think it's still like a mid-single digit growth outlook?
Yeah, thanks for the question. I mean, we've got in the box, you know, mid-single digit loan growth and deposit growth, which we think is very, very reasonable. You know, given the strength of the people, products and service, which I talked to earlier, we've, you know, certainly played middle of the fairway, but, you know, there's certainly a tremendous opportunity here, and we can certainly see a lot of that kind of the work that we've done in combination to the strength of their franchise proving to be a great asset and something we're excited about as a management team.
Gotcha. Okay. And then just lastly, kind of a modeling question here from Mike. I think it was noted that the amortization on the CDI was 10 years. Is that sum of the years' digits, or is that straight line?
I believe we assumed it's straight line for that, Damon.
Okay, great. Okay, that's all that I have. Thank you.
Thanks.
As a reminder, if you'd like to ask a question, it's star followed by one on your telephone keypad. Our next question comes from Matthew Breese with Stephens. Please go ahead.
Hey, good afternoon. I was hoping we could just start on the NIM, and maybe just give us a couple of, you know, mile markers. When the deal is all said and done, closed, where you expect the pro forma NIM to shake out and how much accretable yield impact do you think it'll have on it?
Yeah, I can take that one, Matt, great question there. So we certainly... I mean, just maybe stepping back for a moment, as you recall, our standalone margin was right around 2.40%, I believe, for the second quarter. And Northway's standalone is slightly higher than that, right around the 2.50%, kind of mid-2.50% area. So as a combined organization, we certainly see upside there. I would also say both of us have a very similar look and feel just like the loan and deposit portfolio as imagined from an interest rate risk perspective. We're both liability sensitive.
We see there's upside there certainly as rates come down, knock on wood, assuming that they do come down, we see great, great opportunity there for ourselves as a combined organization as well. We do have, baked into our financial model and estimates, we have for 2025, we have right around $15 million of accretable and net interest income pre-tax. And on, call it the out year in 2026 there, we have right around $20 million. You know, we do just the difference there primarily being the fact that we have an assumed close date, end of March, so call it three quarters of the year benefit there. As you think about the margin, you know, on a pure cash basis, we're more in that-...
Mid-$2.60s for 2025, and seeing that, you know, get up to the $2.70 level for 2026. But of course, with all that accretive income, as you know, we see significant upside there from a GAAP basis, you know, getting into the mid-$2.80s, if you will, and kind of creeping our way up towards 3%.
Perfect. I appreciate all that. The next one for me was just on the capital front, so if I look at post-deal close, tangible common equity looks like it's slated to fall around 6.1%. Just strikes me as a little bit on the thinner side. Curious how comfortable you are with that level, and if there's any contemplated capital actions on the back of the deal?
Yeah, thanks, Matt, and good afternoon to you. Yep, you know, we're very comfortable at this level, and our regulatory capital remains strong, and we have strong organic growth. And, you know, we certainly see our ability with the engine that we've been kind of talking about today as an opportunity to return to normalized capital levels. And certainly received, you know, positive indications as well from the regulators. So I think on a overall basis, when we take into effect, you know, the strategic value of this transaction, Matt, you know, the strengths we've been talking around in terms of the balance sheet size, and that's a tremendous opportunity for us.
The opportunity, you know, to obviously service our existing customers who've been asking for a physical network in New Hampshire for some time, and I think that opens up a lot of doors. You know, the scale of both organizations, the innovation and technology, you know, it adds up to a very positive story, and I think it's gonna certainly play well in terms of the capital ratio and return to those more normalized levels.
Understood. Okay. And then, you know, Camden has been active on whole bank deals over the years, but I'd say patient as well. Simon, given your relatively brief tenure here at Camden so far, should we expect the bank to be more active on the M&A front going forward? If so, what markets from here strike you as most interesting and most attractive?
Yeah, thanks for the question, Matt. And as I've said with you on previous calls, you know, we certainly remain opportunistic. And, you know, I said to you, I think my words were along the lines of opportunistic, but it has to be the right deal. We're very confident that we're sitting here today with exactly the right deal that we looked for. A contiguous market, strength in the areas that we're interested in and value, and a great team with Bill that have built a great business. So we'll continue with that approach. I mean, that's exactly gonna be the way forward. It's gonna be opportunistic. We're gonna only make the right deal at the right time, for Camden National. So yes, and I think that certainly will be part of our strategy going forward.
Great. And then just the last one. Just would love some thoughts or some general comments on how the quarter is going, particularly deposit costs, the NIM and loan growth, and if there's any sort of major changes on the credit front. That's all I had. Thank you.
Yeah, I can just give a quick high-level update there, Matt. Certainly gonna stay away from some specifics, but what I would share with you is just in terms of, you know, what we had given for our third quarter guidance continues to hold true. Overall credit quality, asset quality continues to be very strong, and, you know, we're really pleased how our loan portfolio has been performing and continues to perform.
That's all I had. I appreciate you taking my questions. Thank you.
Thank you. We have no further questions, so this concludes our question and answer session. I'd like to turn the conference back over to Simon Griffiths for any closing remarks.
I want to thank you all for your time today and your interest in Camden National Corporation. We are truly excited about this opportunity to combine two great organizations. We wish you all a great rest of your day. Thank you.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.