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10/22/2025
And thank you for joining us today to review Farmers National Bank Corp's and Middlefield Bank Corp's announcement of a definitive merger agreement. Before we continue, I remind you that forward-looking statements made during this presentation are made to the Safe Harbor Statement found in the presentation and our filings with the Securities and Exchange Commission, including Farmers' 2024 Annual Report on Form 10-K and subsequent SEC filings. These statements are not historical facts, but rather statements based on farmers' current expectations regarding its business strategies and its intended results in future performance, including the intended benefits of the merger. 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 farmers' control. Numerous risks, uncertainties, and changes could cause or contribute to farmers' actual results, performance and achievements, and the intended benefits of the merger 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 the forward looking statements, please refer to the factors disclosed periodically in farmers filings with the SEC as well as the disclosure statement in the presentation in farmers and middle fields joint press release dated October 22, 2025. Forward-looking statements speak 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 joint press release and presentation on the merger with Middlefield are available on the Investor Relations section of Farmers' website. In addition, this call is being webcast and a replay will be available on Farmers' Investor Relations website. And now I'm pleased to introduce Kevin Helmet, Farmers Chief Executive Officer. Kevin, please go ahead.
Good morning and thank you for your time today. We are excited to share with you that this morning, Farmers National Bank Corp and Middlefield Bank Corp jointly announced the signing of a merger agreement to merge Middlefield into Farmers. Middlefield Bank Corp is headquartered in Middlefield, Ohio and is the holding company for the Middlefield Banking Company. On a consolidated basis, Middlefield has $2 billion in assets with 21 full-service locations and one loan production office throughout multiple compelling Ohio markets. When added to Farmers' $5.2 billion in assets, this transaction will increase our assets to $7.2 billion. At this scale, we believe our financial model will quickly benefit from significant operating leverage and drive increased financial performance. So today, I want to share with you the strategic rationale and financial implications of this exciting opportunity. Our transaction with middle field is strategically important as it provides a unique opportunity to acquire scale and set several attractive Ohio communities and creates a foundation for future success as the community bank of choice in our markets. With six established locations and 163 million of deposit market share in greater Columbus markets, Middlefield will meaningfully expand our presence throughout Central Ohio. Coupled with the establishment of our Dublin, Ohio, loan production office and the fourth quarter 2024 acquisition of Dublin-based Crest Retirement Advisors by our subsidiary National Associates, our Columbus strategic growth plan will be significantly accelerated. The Columbus market is a natural fit for our diversified financial services platform, and Middlefield's strong community presence is well aligned with our strategic initiatives to grow in Ohio's largest and fastest growing region. Middlefield is also highly complimentary to our Northeast Ohio franchise, creating significant market fill-in opportunities. For example, Geauga County has one of the highest median household incomes in the state. While Farmers currently maintains one office in the county and a modest share of local deposits, Middlefield is the number one community bank and number two in deposit market share overall. The combination will establish farmers as the leading community bank in Geauga County while broadening our reach and deepening relationships across key northeast Ohio markets. We are very familiar with Middlefield's markets, culture, and communities. It is a well-run institution with an emphasis on strong core and lower-cost deposits. 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. We're also excited to offer farmers robust wealth management services to Middlefield's customers to include Farmers Trust Company, Farmers National Investments, Farmers National Insurance, Farmers Retirement Services, and our private banking program. Both Middlefield and Farmers take pride in their strong customer-centric cultures, making this transaction a great fit for both organizations. Like Farmers, Middlefield has a 100-plus year history of serving its communities. The combined company will consist of 83 branch locations throughout Northeast, Central, and Western Ohio and Western Pennsylvania. We will acquire Middlefield Bank and merge into one combined company that will operate under the Farmers National Bank of Canfield name. We look forward to welcoming our esteemed Middlefield colleagues into the Farmers family. Additionally, two Middlefield board members will join the Farmers board to represent the legacy franchise and provide thoughtful guidance as we combine these two great companies. The transaction is expected to close in the first quarter of 2026. and we are working towards a conversion date in August of 2026, where both organizations will transition to Jack Henry, a new core platform. The core conversion will offer enhanced digital capabilities for our customers, as well as a significant cost savings for our combined company. This will be the largest transaction in pharma's history when measured by banking assets, bringing our total acquisitions to nine in the last 10 years, to include seven bank acquisitions, We have demonstrated a successful track record on our previous mergers as experience, talent, and passion run deep in the farmer's 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 significantly enhanced as a combined company. I'm now happy to turn the call over to Troy Adair, our CFO, to review our third quarter financial results and provide additional details around the financial implications of this deal.
Troy? Thank you, Kevin, and good morning, everyone. We're very excited to make this announcement this morning, and in conjunction with this announcement, we're also going to talk a little bit about our third quarter financial results, which reflects solid operating and financial performance. Some highlights from our third quarter. We had our 171st consecutive quarter of profitability, well over 40 years of profitability that we've seen. We experienced solid loan growth of $34.4 million, representing an annualized growth rate of 4.2%. We had commercial loans, which led our growth in the quarter, increased by $30.1 million, or 6% at an annualized rate. Over the past three months, we've seen our net interest margin expand to 3%. which is the first time we've been over 3% in almost two and a half years. We opportunistically restructured $28.5 million worth of securities, and we've expanded the yield on this amount by 220 basis points on the reinvestment. As Kevin mentioned, farmers also made the strategic decision to transition to a new core platform. While we incurred an upfront charge of $3.1 million associated with this action during the third quarter, it will result in over $2 million of annual savings once the conversion is complete in August of 2026. Our efforts drove another strong quarter of profitability and earnings growth. We're proud of our performance in the third quarter and excited by the opportunities the middle field acquisition will have on our future financial performance. The middle field acquisition is structured as an all-stock transaction whereby shareholders of Middlefield will receive 2.60 shares of farmers' common stock for each share of Middlefield that they hold. Based on farmers' closing share price of $13.91 on October 20th, the total value of the transaction is $299 million, or $36.17 per share. The purchase price was approximately 163.5% of tangible book value, and 14.1 times Middlefield's earnings for the last 12 months. This purchase price represents an attractive pay-to-trade ratio of 87.4%. We published a presentation that is available on the investor section of our website in which we lay out several key assumptions. Regarding credit due diligence, management completed an in-depth review of Middlefield's $1.6 billion loan portfolio Our due diligence team consisted 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 $28.5 million and represents 1.74% of Middlefield's gross loan portfolio. The due diligence team reviewed approximately 57% of the target's loan portfolio, including the bank's classified and delinquent loans. We believe this comprehensive review provides an accurate assessment of the loan portfolio, and the credit mark is both conservative and prudent in today's environment. Diluted earnings per share accretion for 2027 is estimated at approximately 7%, and the tangible book value per share dilution of approximately 4.4% is expected to be earned back in approximately three years using the crossover method. This includes a cost savings estimate of 38% based upon a middle-field expense run rate. The acquisition will also push us over $6 billion in deposits and approximately $5 billion in loans, while our capital levels will remain strong. We anticipate our pro forma total risk-based capital ratio to be approximately 13.7%, and TCE to tangible assets will increase to approximately 6.4%. I will now turn the call back over to Kevin for his final comments.
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