Greetings and thank you. Welcome to Farmers National Banc Corp. merger with Emclaire Financial Corp. conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to hand it over to Andrew Berger, Investor Relations. Thank you. You may begin.
Thanks, Doug. Good morning, everyone, and thank you for joining us today to review Farmers National Banc Corp.'s merger with Emclaire Financial Corp. Before we continue, I remind you that any forward-looking statements made during this presentation are subject to the safe harbor statement found in this presentation and our filings with the Securities and Exchange Commission, including Farmers' 2021 Form 10-K. These statements are not historical facts, but rather statements based on Farmers' current expectations regarding its business strategy and its intended results and future performance. Forward-looking statements are not guarantees of future performance, and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of Farmers' control.
Numerous risks, uncertainties, and changes could cause or contribute to Farmers' actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. For further information concerning factors that could materially affect actual results, performance, and achievements related to forward-looking statements, please refer to the factors disclosed periodically in Farmers' filings with the Securities and Exchange Commission, as well as the disclosure statement in the presentation in Farmers' press release dated March 24, 2022. Forward-looking statements speak only as of the date made, and Farmers assumes no obligation to update any forward-looking statements to reflect future events, information, or circumstances that arise after the date of this presentation. A press release and presentation of the merger with Emclaire Financial Corp. are available on the investor relations section of Farmers' website.
In addition, this call is being webcast, and the replay will be available on Farmers' investor relations website. Now, I'm pleased to introduce Kevin Helmick, Farmers' Chief Executive Officer. Kevin, please go ahead.
Well, thank you, Andy, and I appreciate the introduction. I also have with me our Chief Financial Officer, Troy Adair. You'll be hearing from him momentarily. Good morning and thanks for taking the time to be with us today. We're excited to share with you that earlier this morning, Farmers National Banc Corp. announced the acquisition of Emclaire Financial Corp. Emclaire is headquartered in Emlenton, Pennsylvania, and is the holding company for the Farmers National Bank of Emlenton. On a consolidated basis, Farmers National Bank of Emlenton has $1.1 billion in assets with 19 locations throughout Western Pennsylvania. With Farmers National Bank of Canfield currently sitting at $4.1 billion in assets, this transaction will increase our assets to $5.2 billion. On today's call, we will share with you the strategic rationale and financial implications of this opportunity.
Our transaction with Emclaire Financial Corp. is strategically important as it provides a unique opportunity to acquire scale in attractive Western PA markets, including the Pittsburgh MSA. Emclaire is one of the few meaningful acquisition opportunities remaining that will allow us to enter Western Pennsylvania, where they currently rank number three in market share in certain counties and within the top 10 in other counties. Farmers of Emlenton is a well-run institution with an emphasis on strong core and lower deposit costs. We will be able to improve the client experience by increasing credit capacity, providing access to wealth management services, and adding a broader array of digital capabilities and technology enhancements. Both Farmers of Emlenton and Farmers of Canfield take pride in their strong customer-centric cultures, making this transaction a great fit for both organizations. The combined company will consist of 66 locations throughout Northeast Ohio and Western Pennsylvania.
As mentioned, we're very excited to offer Farmers' robust wealth management services to Emlenton's customers. Those include Farmers Trust Company, Farmers National Investments, Farmers National Insurance, National Associates, Inc., and our private banking program. There are a number of benefits that will transpire from this transaction, such as an opportunity to better compete for loan growth in new demographically rich markets with a larger legal lending limit, increased product offering, and robust wealth management business. Like Farmers of Canfield, Emlenton has a 100-year history of serving its communities. As stated in our press release, this acquisition also preserves the legacy leadership by retaining William Marsh, Emlenton's President and CEO, as our Senior Vice President and Market President for Pennsylvania. This deal will also fortify our board of directors with one director from Emclaire's board being named immediately after the merger closes.
We will also appoint many of the remaining non-employee directors of Emclaire to a newly formed advisory board for the Pennsylvania region. We will acquire Farmers National Bank of Emlenton and merge into one combined company that will operate under the name Farmers National Bank of Canfield. We plan to maximize the fact that we both operate under the same Farmers National Bank brand. The transaction is expected to close in the second half of 2022. Once closed, we'll be working towards a conversion date in the fall of this year, 2022. We anticipate this to be a smooth transition as Farmers of Emlenton is on the same core technology platform as Farmers of Canfield. This will be the largest transaction in Farmers' history when measured by banking assets, bringing our total acquisitions to six in the last seven years.
Our most recent merger with Cortland Bancorp closed in November 2021, with the completion of the technical conversion in February 2022, where all Cortland customers transitioned to Farmers. We have demonstrated a successful track record in our previous mergers as experience, talent, and passion run deep in Farmers' ranks. We have confidence that our acquisition experience should help mitigate integration risk with this transaction. Additionally, we expect our growth rates and profitability to be enhanced as a combined company. I will now turn the call over to Troy for additional details around the financial implications of this deal. Troy?
Thanks, Kevin. Good morning, everyone. As Kevin mentioned, I'll be walking you through some of the financial metrics of the deal with Emclaire. I'm referencing the deck that was published this morning. Referencing page 10 of the presentation, the Emclaire acquisition is structured as a stock and cash transaction whereby shareholders of Emclaire will receive either 2.15 shares of Farmers common stock for each share of Emclaire they hold, or $40 per share in cash for each share of Emclaire they hold. This will be subject to an overall limitation of 70% exchange for Farmers share and 30% for cash. Based on Farmers' closing share price of $17.02 on March 23rd, the total value of the transaction is $105 million or $37.62 per share.
The purchase price was approximately 145% of tangible book value and 10.5 times Emclaire's earnings for the last twelve months. On page 11 of the presentation, we lay out some of the key assumptions, which include cost savings of 34%, with 75% in the first twelve months post-closing and 100% thereafter. Regarding credit due diligence, management completed an in-depth review of Emclaire's $791 million loan portfolio. Our due diligence team consists of senior commercial credit and commercial banking personnel, as well as senior consumer mortgage underwriting and collections personnel. Management also engaged a third-party specialist to assess the loan due diligence, portfolio analytics, and development of the credit mark. This gross credit mark is estimated at $15.4 million and represents 1.9% of Emclaire's gross loan portfolio.
The due diligence team reviewed approximately 55% of the target's commercial loan book and approximately 95% of the bank's classified loans were also reviewed during this process. We believe this comprehensive review provides an accurate assessment of loan portfolio and the credit mark is both conservative and prudent in today's environment. Moving on to earnings. Diluted earnings per share accretion for 2023 is estimated at 9.5%, and the tangible book value per share dilution of approximately 5% is expected to be earned back in three years using the crossover method. The acquisition will also push us over $4.5 billion deposits and $3.2 billion in loans while our capital levels will remain strong. We anticipate our pro forma total risk-based capital ratio to be approximately 15.5%. At this time, I'll turn it back over to Kevin for his final comments.
Thanks, Troy. Well, as you can see, we're very excited about this opportunity that will help us expand into the appealing Western Pennsylvania markets. This is a quality company that offers tremendous upside for our shareholders. Farmers has continued to demonstrate a successful track record for executing on M&A and will strive to complete another successful transaction. Well, this concludes our commentary, and we'll open it up for questions. Once again, I'm Kevin Helmick, and joining me for the Q&A session is our CFO, Troy Adair. Let's turn it back to Andrew Burger, who's our facilitator, for our question and answer session. Thanks, Andy.
Ladies and gentlemen, we will now be conducting a question and answer session. If you'd like to ask a question, you may press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Scott Siefers with Piper Sandler. Please proceed with your question.
Morning, guys. Thank you for taking the question. Let's see, Kevin or Troy, maybe sort of a ticky-tack one to begin with. When are you thinking it'll close in the second half? Is this sort of like a summer close with then you mentioned the fall conversion or are the close and conversion gonna occur even closer together than that?
Well, good morning, Scott. Good to hear from you. Thanks for joining.
Yeah.
You know, ideally, it would be an August 1, could be, you know, could be pushed to September 1. That's when we say later, you know, I guess it's the middle part of the second half of the year, but kind of a late summer. Depending on that, it could be an October, November conversion date.
Okay. All right. Perfect. Maybe just a thought or two on how the transaction came about, and to the extent that you're able to discuss it. Then just sort of a reminder, since Cortland was still relatively recent, sort of where you are in, you know, conversion cost savings, et cetera, with Cortland.
Sure. I'll take the you know the first part of that. You know, I mean, we have had a strategy of you know trying to do strategic acquisitions and this one was no different. You know, I always say that the S-4 will be coming out and have a little bit more detail. You know, this was not a strict negotiated transaction. We you know we're very pleased to be involved and have relationships with some of the Emclaire folks, especially William C. Marsh over the years.
You know, we just, you know, we were able to see the benefits of the transaction for all stakeholders and, you know, really happy to be, you know, where we are at this point with them, and to be able to get this announcement done and start the work of the execution. You know, we did, as we said, close Cortland. We announced Cortland about nine months ago, so that was in, I think it was June 22 or 23. Closed that transaction November 1, and then we did convert over the long weekend in February, Scott. You know, that went pretty well and all customers and employees have been onboarded from the Cortland transaction.
You know, we just kind of pivoted into this next process, as we mentioned in our prepared comments. You know, the team at Farmers, you know, we are pretty experienced. We have a number of vendors that you know, we have an integration firm I mentioned on our call with Cortland that we use to help make the transition seamless. We'll once again explore that, and if it makes sense, we'll do it. One of the things we're excited about is the core technology platforms are the same, so that will help. Again, that was in my prepared comments. But that shouldn't be understated. You know, we do appreciate that fact. On the Cortland cost saves, we'll kind of you know.
I see Troy here nodding his head, so I'll hand it over to him.
Sure. Scott, remember, as Kevin mentioned on his comments as well, we had the system conversion, you know, really late February. So you're not gonna see a ton of cost saves here in the first quarter. You know, we retained, obviously, personnel at Cortland, you know, through that conversion, really into the first part of March. So really cost savings you're gonna see are gonna be more of a second quarter event for us. You've obviously got some miscellaneous items that, you know, we'll have accreted, but the bulk of its cost saves are second quarter.
Perfect. Thank you. Maybe just final question. The pro forma capital levels. I appreciate the detail in the slide deck. Just maybe, Troy, some thoughts on comfort with those pro forma levels. I mean, you guys have always had a pretty, you know, pretty healthy base. Just given that we'll dilute the current numbers a little with the deal, just any updated thoughts on sort of where you're comfortable with the pro forma levels?
Sure. And Scott, if you remember too, you know, we did the sub-debt issuance in the fourth quarter of 2021. You know, obviously, we augmented capital levels. Really, you look at the bank or consolidated capital levels on a pro forma basis, we're gonna be fine. Again, total risk-based was at 15.5% on a consolidated. You know, leverage ratio, you're probably gonna be in the 8.5%-8.75% range by the time the deal closes. Again, given our asset makeup, plenty of capital to continue to work with.
Perfect. All right, guys. Thank you very much for taking the questions.
Thanks a lot, Scott.
Our next question comes from the line of Daniel Tamayo with Raymond James. Please proceed with your question.
Good morning, guys. Just wanted to touch or talk a little bit about the growth that you're expecting from the Emclaire side here going forward. Then, if you could touch kind of specifically on the Pittsburgh market and what you're thinking there, that'd be great. Thanks.
Yeah. Good to hear from you, Danny. Thanks for joining. Thanks for the question. You know, we've spent a good bit of time, you know, thinking about this. One of the things, in talking to Bill and the Farmers of Emlenton group, you know, it was clear, you know, that in order to compete, you know, having that higher legal lending limit, having a suite of treasury management products and wealth management partners, you know, that can attract a larger share of wallet and, you know, deepen relationships with existing commercial customers and attract new ones was key. I think we all recognize that, you know, partnering together and being able to provide the breadth and depth of those services is important.
You know, our technology platform combined will be an enhancement as well for all of us across, you know, our footprint. The Pittsburgh MSA specifically, Bill and his team have done a great job in Cranberry Township. In the Cranberry Township corridor down to the Aspinwall office that they have, you know, is a very interesting market for us that, you know, as the city has kind of grown out north from Pittsburgh, a lot of those suburbs are very, you know, dynamic with commercial activity, higher net worth individuals. We think of towns like Cranberry Township, Wexford, and Aspinwall, where they have there will be a location as well. I think we, you know, we can really capitalize.
One of the other things is being able to, you know, continue to attract the type of lenders in the market. With a combined platform, I think you can attract lenders with various compensation programs that, you know, maybe independently we weren't able to do, but together we certainly can with the network and the resources that we have. It's very important for us that we onboard, you know, the team, the commercial team from Farmers of Emlenton. We'll be focused on that here in the coming weeks, and meeting with their customers and familiarizing them with what we have. Obviously, we're excited about the EV, the EV branding, and just kind of freshening that up for the Western Pa. market. We are excited about that corridor.
You know, the I-80 corridor, you know, also their more northern footprint, you know, is not one we'll lose sight of either. You know, those markets, Grove City, Pennsylvania, Clarion, Pennsylvania, they're very similar to some of the markets that we serve, albeit maybe not as growth laden. Certainly we feel there's an ability to continue to attract, and even, you know, potentially lower our cost of deposits and funding in those markets, offer some of our more retail and consumer-centric types of products like our retail wealth management division, our financial advisors, our mortgage products, our retail insurance products, as well as supplement them with all of our commercial offerings. Really, we're excited that it, you know, about both, you know, kind of segments of their business.
It's not that unusual to us, so we think the integration will go pretty well because we deal with those very same types of markets in Canton, Akron, Beachwood, and then some of our smaller markets as well. As a community bank, that's what we strive to do, is really to be able to provide them in both ways. Good question, Danny, and that, you know, we've been pretty thoughtful about it and that's why we view it as really a strategic transaction.
Yeah. Thanks for all that color, Kevin. I appreciate that. Maybe one for you or Troy here. You just touched on the potential improvement and you know the deposit cost of what Emclaire has done up till now. Maybe you can talk about what your plans are to you know for the funding side of what you're acquiring. Then maybe Troy, if you can touch on what you expect kind of the bottom line impact on the margin to be to the combined bank. Thanks.
Sure. You know, when we first started looking at this transaction, you know, deposit costs were a little bit higher. As we dove into the actual numbers, if you back out the CD costs, you know, their true core, what I'll call checking, savings, money markets, are pretty much in line. You know, the CD costs will be taken care of really with, you know, with purchase accounting. We'll be able to drive those costs down significantly right at the time of closing. You know, funding wise, again, a lot of opportunities over there, you know, to increase market share in various markets. We feel good about that. Margin really is gonna be dependent on where rates go from here.
You know, if they stay up at these levels, you know, you could actually see some margin accretion from the deal. You know, everybody's numbers have been impacted by PPP obviously over the last two years. Emlenton had some of that as well. Again, based on where rates are at right now, CD costs coming down, we think we could actually get a little margin accretion from this.
Okay. I'll take a solid call and I'll set that. Appreciate it.
Our next question comes from the line of Tim Switzer with KBW. Please proceed with your question.
Hey, thanks for taking my question.
Yeah. Morning. Good morning, Tim. Thank you.
Good morning. Do you guys have any targets for either deposit market share or loan growth in the Pittsburgh MSA or that corridor up north of the Cranberry Township, the Aspinwall? Something that kind of helps us size up the opportunity there.
Yeah. Well, you know, I mean, I think in the markets that we really compete well in, we're at, you know, we target about 10%. That won't happen overnight. I mean, we've thought about, you know, the branching opportunities that will largely be dependent on people. But I think, you know, you can think about that 10%, you know, when we're really clicking on all cylinders, that's kind of our, you know, where we are in some of our, you know, legacy markets where we're well entrenched.
You know, from a growth rate standpoint, you know, we think we can, you know, obviously, you know, with the existing team and then supplementing with some additional commercial lenders, we think we can grow, you know, faster than what we've penciled in from an asset growth standpoint, which is, you know, as we've conveyed before, you know, kind of that 3%-4% number this year, we would expect to outpace it in some of those markets. You know, to say specifically we have a target growth rate, I wouldn't go that far. You know, we would expect more growth in that market. We would also expect more growth in similarly situated markets in our existing footprint like Canton and Cleveland and some of those markets as well.
That's what we really appreciate about kind of the diversity of our footprint where, you know, low cost funding provides opportunity for us to then, you know, redeploy that into these faster growing markets. That's, I guess, how I would position our thoughts on that.
Okay, that's really helpful. Thank you. You touched on it talking about the impact of rates on the NIM with Emclaire. Can you describe or quantify their asset sensitivity at all? Like, is it similar to Farmers right now or should it increase a little bit, decrease? Could you discuss that, please?
Sure. This is Troy. Yeah, actually, both institutions are very similarly situated right now. We're both asset sensitive. You know, again, Farmers of Canfield on a standalone basis is looking, you know, at about a basis point accretion in margin for every 25 basis points. Obviously, Emlenton is gonna be about in the same situation. You know, another 2 or 3 rate hikes should be beneficial to us and give us a little bit of a tailwind.
That's perfect. Thank you. You guys have done two deals fairly close together. What is your M&A appetite from here? Is there a period of time you wanna wait for organic growth to kind of get moving again before you add something else? You know, if an opportunity came up, would you bite at it?
Yeah, I think, Tim, that's a fair question, probably one that you know we get a lot. Yeah, I think if you see the pace of the transaction that we just had with Cortland, which is you know we wanna be very clear about where we were with that transaction. You know, it was announced in June, closed in November, and then converted in February. You know, this might seem like yeah it's just on the heels of it, but you know by and large that transaction with Cortland is really you know behind us. There's always gonna be some integration with employees and culture and things like that, but this is probably the you know a similar track.
You know, we kind of view it as get the announcement done, then look at getting it closed. Once we get it closed and understand, you know, what we're dealing with from a conversion standpoint, I think we'd start to think about, you know, what's the next chapter. You know, so it may be a little bit early to kind of project that as we're trying to figure out what, you know, how quickly we can close this. We do like to be efficient from now to the closing. That's important to us. Again, we have experience doing that, so we look for that. They're all a little bit different. Then once we get to that close, between close and conversion, I think we start to think about it.
N ot always do you have the opportunity to set the timing, you know. So some of it is just that. You know, between now and I would say the close, you know, we would definitely probably just stay focused on what we have in the last 2 billion in assets that we've added and crossing over the $5 billion threshold. We never like to say never, but certainly recognize the importance of the execution with Farmers of Emlenton. That is our top priority. We have a high degree of confidence with the people that we're bringing over and our existing team that we're gonna be able to do that. We're gonna stay focused on that for the next few months.
Okay, great. Makes sense. That's all for me. Thank you.
Thanks, Tim.
There are no further questions in the queue. I'd like to hand the call back to management for closing remarks.
Okay. Well, thanks, Doug, and thanks again, Andy, for hosting the call and giving the disclosures up front. We appreciate everyone joining. As always, to the analysts that provided questions, thanks. Always very thoughtful. Farmers appreciates all the support. We look forward to this partnership with Farmers of Emlenton. Everyone, have a great day. That's all we have. Thank you.
Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.