Good morning, and welcome to the conference call to discuss Alerus Financial Corporation's plan for a merger to acquire Metro Phoenix Bank Holding Company. All participants will be in listen-only mode. If you need assistance, please signal a conference specialist by pressing the star key, followed by zero. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. This call may include forward-looking statements, and the company's actual results may differ materially from those indicated in any forward-looking statements. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements are listed in the press release and the company's SEC filings. I would now like to turn the conference over to Alerus Financial Corporation's Chairman, President, and CEO, Randy Newman. Please go ahead. Thank you. Good morning, everyone, and thanks for joining us. As you know, yesterday, we announced our intent to acquire Metro Phoenix Bank, the largest community bank headquartered in Phoenix. Yesterday, we also shared the news with our current staff in Arizona and introduced ourselves to the Metro Bank employees. Both meetings went very well. I'd like to compliment Metro Bank, their board, and CEO, Steve Haggard, who will become our Arizona Market President, on their past success and for their confidence in us by becoming our first acquisition who is taking our stock as currency. We are very happy to build our shareholder base in Arizona. I would also like to recognize Katie Lorenson, currently our CFO, but our new CEO at the beginning of the year. Katie and her team led negotiations and due diligence on this acquisition. Finally, I would like to thank Barack Ferrazzano, led by Joseph Ceithaml, and D.A. Davidson, led by Tom Hayes, who are our legal and financial advisors. Metro Phoenix Bank is a first-class, high-performing growth community bank that we believe will fit in seamlessly, both culturally and strategically with our company. We are simply elated to complete this transaction of two high-performing organizations coming together. We believe we have an exciting future together. This also caps off an exciting year for Alerus, another strong year of financial performance, this strategic acquisition, our announcement of three new, very talented corporate directors joining our board, and the announcement of Katie to succeed me as CEO at the beginning of the year. Let me now turn it over to Katie for more details, and then we will invite your questions. Well, thank you, Randy, and thank you everyone for taking the time to join us on this exciting day. I am going to refer to the slide presentation that summarizes the terms and the highlights of the transaction. If you don't have a copy of that presentation, you can find it on the Alerus investor website at investors.alerus.com under News and Events. Let me start on page two of the slide deck, giving you a brief overview of the strategic transaction and discuss why it is important, an important step for our Alerus franchise going forward. As you all know, M&A has been an important part of the Alerus story, and we truly believe that this transaction is a continuation of our long-term plan growth strategy. This is a strategic transaction that will transform our Arizona market presence. Alerus has been in the Phoenix, Arizona market since 2009, and for quite some time, we have been seeking and looking for the right partner that will help us further establish our position in the market. After many years of looking, we are excited to say that we have found that partner in Metro Phoenix. Metro Phoenix is the largest community bank headquartered in the Phoenix MSA, with over $400 million in total assets and is one of the best performing community banks in the country. This combination will nearly triple our footprint in Arizona at a significant scale in one of the most dynamic and fastest-growing regions in the United States. On a pro forma basis, Alerus will have approximately $440 million of loans and $480 million of deposits in the MSA, and will rank in the top five based on deposits for community banks operating here. Metro Phoenix is a core business banking franchise focused on commercial business. It is very similar to Alerus in the overall holistic approach to banking. The bank has a proven track record of strong profitability and quality, sustainable growth since its formation in 2007. As Randy mentioned, we are very pleased to announce that Metro Phoenix's CEO, Steve Haggard, will assume the role as the Arizona Market President for Alerus. In this role, Steve will oversee growth for the company in the Arizona market. After spending time with Steve throughout the transaction, we are excited to have him leading the team and the franchise. We are confident in his ability to seamlessly integrate the transaction, retain the talent, and the clients while continuing to grow in the market. For our shareholders, the deal metrics are strong, with 8.5% earnings accretion in the first full year, a 25%+ IRR and a tangible book payback of approximately 2.8 or 2.8 years. Turning to page three, just a quick overview of Metro Phoenix, the franchise and its performance. Again, it is a high growth, high performing and efficient single branch business bank. Strong track record of organic growth with a 20%+ CAGR for both loans and deposits in 2015 with excellent asset quality with no NPAs. On slide four, the Metro Phoenix Bank's commercial client base is very complementary fit with Alerus. We also really like the way in which Metro does business, approaching the clients holistically, albeit with a limited product set at this time. We have not modeled any revenue synergies from overlaying the Alerus suite of solutions, but we believe the Metro talent is excited to be able to offer and provide comprehensive services that not only generate additional production and revenue, but deepen their client relationships. The combined company will have the human capital infrastructure and technology and product solutions, along with balance sheet capacity and liquidity needed to capture additional market share in Phoenix. On slide five, the geographic fit with the current Alerus Arizona branches was an important consideration when looking at this transaction. Complementary fit with our locations in Scottsdale and Mesa and no branch overlap. This fills out a presence, a physical presence in Metro Phoenix, and it increases our Alerus footprint in Arizona to 15% of total deposits and further diversifies our strong deposit base. On page six, this slide illustrates the meaningful increase this transaction has on our rank in the Phoenix MSA and our tremendous opportunity to gain market share. The transaction moves Alerus from 41st rank up to 24th rank. In addition, Metro Phoenix has been focused on developing a leading SBA team, and the results and momentum are strong, with Metro Phoenix ranking 12th for SBA loan production in Arizona, outcompeting many large financial institutions. We look forward to combining our recently added Alerus team and continuing on our quest to becoming the clear provider and partner to small businesses. Shifting to slide seven, this is one of the most exciting slides in the deck and conveys why we are tremendously excited to get the scale and add a strong team in this market. As you can see, Phoenix has been the fastest-growing large city in the United States with over 15% population growth over the last 10 years. In addition, Phoenix has experienced consistent growth, having been ranked the fastest-growing large city in the United States for five consecutive years. It is important to note that this growth has been supported by billions of dollars in capital investment from companies that are expanding into the market. Also significant is Phoenix's ranking as third in the U.S. for small business growth in metropolitan areas. This is extremely important to us, given that providing banking and financial services to those small and medium businesses is core to both Metro Phoenix and the Alerus franchises. On page eight of the deck, we provide some additional stats on the historical and projected population growth of the Phoenix market, which are both extremely strong. On slide nine, we have the pro forma loan and deposit portfolios, and again, reiterating how strong asset quality is on Metro Phoenix and the attractive, core deposit base. Metro Phoenix is a strong asset generator, and the client base is highly attractive to Alerus because of their focus on commercial. With the Alerus business model, commercial clients are a key opportunity to grow our fee income. When we win the banking business of a commercial company, we earn their trust and the opportunity to expand by partnering with their HR team and providing retirement and benefits, which then feeds our consumer segment in bulk with access to the employee base of that company and the opportunity to provide holistic financial planning to those employees. On slide 10, the transaction overview discusses the structure, key assumptions, and the multiples. Again, this acquisition is a 100% stock transaction, our first acquisition using Alerus currency. The transaction value for Metro Phoenix shareholder and options is approximately $85 million. As noted below, this transaction is nicely accretive to Alerus earnings, with 5% earnings accretion in 2022 and 8.5% in 2023, with fully phased-in cost saves. The tangible book dilution is approximately 2.5%, with the earn back of 2.8 years. Moving into the key merger assumptions, we are projecting cost savings of approximately 29%, which will be fully phased in in 2023. We are estimating a close at the end of the first quarter of 2022, potentially the beginning of the second quarter of 2022, with a close at the end of Q2 of 2022. We expect approximately $5.2 million in deal costs, which is about $4.3 million after-tax. Lastly, on the due diligence process, we conducted a very thorough due diligence process on Metro Phoenix, which was led by our senior executives, our SBA and our credit teams at Alerus. This due diligence was conducted on-site in Arizona over the course of several days and included an in-depth review of 60% of the commercial loans, including 80% of the outdoor media loans and over 50% of the SBA loans. The loan review confirmed that we are aligned in credit culture and policies and are comfortable with the quality of the portfolio. We expect this to allow for a seamless transition for the Metro team members. On page 12, the Alerus growth, it lays out the timeline of acquisitions and the key milestones for Alerus over the past 20 years. Again, you can see that M&A has been a key component for the Alerus growth strategy across many business lines with 25 acquisitions. In conclusion, we believe this is a unique opportunity to acquire a high-quality, high-growth, high-performing business bank in a market that provides enormous growth opportunities. The transaction is a fantastic fit for Alerus, and we believe that the combination will be accretive to our franchise. The economics of the transaction are very attractive, and earnings accretion and growth potential stand to enhance our shareholder value for all Alerus shareholders over the long term. We welcome the Metro Phoenix employees to the Alerus team and look forward to completing this transaction, integrating, and moving forward. At this point, we'd be happy to answer any questions. Juan, if you would please open up the call. Our first question comes from Jeff Rulis from D.A. Davidson. Please, Jeff, your line is now open. Thanks. Good morning, Randy and Katie. Morning. Oh, Karin. Oh, hi Karen. Katie, maybe if you could just offer some background of the transaction. Sounds like you've sort of led the conversation. You know, the kind of Metro Bank's reason for selling, was this an auction or negotiated? And maybe just some depth of how you'd met these folks in the process of the leading up to the announcement. Yeah, certainly. We had initial conversation before this became a process. It did move forward as a bid process. Again, Arizona is a key market for us, but we did have a lot of time with the leadership team. The reasons for selling, obviously they're high growth, high performing company, but had gotten to a place where the significant investments were going to be needed to move forward. From an infrastructure standpoint, they were looking for a partner that could bring that infrastructure, that balance sheet capacity so that they could continue to grow, and along with the technology offerings that we bring to the table. Got it. Thanks. I think you mentioned some of the accretion of product suite and kind of rolling that into the platform at Metro isn't included in your accretion assumptions. Just any thoughts on timing of, you know, either the retirement of benefits or wealth management, kind of the mortgage, all of that. How does that kind of weave into either a timeline or expected impact at the bank? Sure. As we look at integrating the companies, first and foremost, we want our Metro Phoenix talent to be focused on a seamless conversion of those clients and retention of the current clients and a comfort level in regards to what's not changing and what has changed. As we work through that process, which we expect again to complete at the end of 2022, we will spend more and more time with our producers, with our revenue generators, educating them on the offerings and the products, and then connecting them with that expertise that is here in their market as well as across the footprint. Once that trust has formed and those relationships are solid, then you know, we'll start to see the client introductions and the expansion move forward. Again, not anything modeled at any point within the years of the financial model, but certainly something we expect to see as we move forward. Okay. I think just to clarify, you mentioned the close date is end of the first quarter, but you said conversion expected by year end? No, by the end of the second quarter. I'm sorry. Yes. We expect to close. Okay. At the end of the first quarter, conversion end of Q2. Perfect. Okay, I'll step back. Thank you. Thanks, Jeff. Thank you. Our next question comes from Nathan Race from Piper Sandler. Please, Nathan, your line is now open. Yes. Hi, everyone. Good morning and congrats on what appears to be a solid transaction. Thanks, Nate. I was hoping to just start on and I apologize if you guys touched on this and I got on a bit late. In terms of just the underlying assumptions in terms of the SBA gain on sale revenue stream that's been pretty strong at MPHX for the last several quarters now. What are the underlying assumptions for 2022 and 2023 for that line? And also curious just in terms of kind of expectations for pro forma loan growth relative to MPHX's historical you know low 20% CAGRs as you guys kind of think about expectations as well for 2022 and 2023. Great question. On the SBA gain, this year has been very strong, and it really is the coming together of a great team at Metro Phoenix. This year, I believe they're over $1 million of SBA gains through reported 9/30, that will end the year at record levels. In 2022, the SBA gains were about $600,000. We've modeled going forward about $1.2 million, which is $1 million less than what they'll recognize this year. We believe that to be a conservative going forward because the momentum they have is really pretty strong. But we wanted to be conservative in that regard. That's the model going forward is about $1.2 million in SBA gains each year. On the loan growth side, again, this company has grown double digits with a 20% CAGR over since 2015 on loan growth. We moved loan growth in the model down to the mid- to high single digits. Okay, very helpful. Perhaps just changing gears and kind of just thinking about look going forward in terms of additional, you know, excess capital deployment and the acquisition landscape. I imagine just given the fairly digestible size of this deal at around, you know, 13% of Alerus's balance sheet and just given presumably a limited impact from a TCE perspective with this deal coming online, what are your kind of expectations and outlook? Does this deal kind of preclude you guys from entertaining additional, whether it be whole bank or RB&MS acquisitions going forward? It does not. As you say, it is a fairly small digestible transaction for us. This again is our 25th, and so we are built to efficiently and effectively integrate into our company and convert the clients. We will continue to build our prospect list, continue to be having those conversations and continue to be involved in exploring opportunities in both the fee income as well as potential branch or bank opportunities. Got it. Very helpful. I appreciate all the color, and congrats again on this deal. Thank you. Thank you. Thank you. Our next question comes from William Wallace from Raymond James. Please, William, your line is now open. Yeah. Hi. Thanks for taking my question. Katie, just trying to make sure we don't overcount net interest margin related to any PPP fee income or anything. Do you have like a core net interest margin at Metro Phoenix that we should use? I do. Their PPP revenue for the year of 2021 is fairly immaterial, $several hundred thousand. It does not have a significant impact on their margin for 2021. Okay. I'm just gonna go ahead and apologize if these next two questions are dumb. Can you educate me on outdoor media lending and what those loans look like or how they're classified, what the pricing is, and what the growth prospects are? Yep. Sure, Wally, this is Karin. Outdoor media lending is a, it's a niche lending business. It provides billboard financing, so the acquisition, construction, and refinancing of billboard projects. The niche serves companies nationwide. There are currently relationships in over 20 states. They finance both traditional billboards as well as electronic displays that are in some of the larger markets. You know, they've really developed a nice niche. They have a great track record of success, and excellent credit quality on this portfolio. We believe that there is significant opportunity out there to continue to grow the business, particularly with the balance sheet that we bring. How are these loans structured? They're largely C&I loans. Sometimes there's a real estate component as well. The pricing you asked about is in about the 5% range. Do they, are they priced like a, like a line? Yes. In other words, do they float, or are they repricing annually or what? I am not certain on that. Okay. On the SBA business, is that more of a balance sheet business for Metro Phoenix? You mentioned in the due diligence slide that you did due diligence on so much of the SBA loans. Or is that just you're looking at the unguaranteed portion that's on the balance sheet? They've got about $19 million on the balance sheet in SBA loans. We looked at what was on the balance sheet. Okay. I meant to ask, how big is that outdoor media portfolio? It's about $80 million. Okay. Looking at Alerus and Phoenix, prior to this deal, was that more of a consumer market for you guys? Or was it, the structure of the loan portfolio at Phoenix similar to the total organization's loan mix? It was similar to this total mix. Okay. Primarily commercial for You mentioned the HOA deposit business. What's the size of that business? Are those low-price, sticky core deposits, or do those tend to be more price sensitive? No, those are low cost overall and so competitive rates. I think they're at a 40 basis points. Oh, excuse me, competitive rate. When I say low cost overall, it's because they are sourced not by individual HOAs, but by property managers who bring on bulk HOAs business. From an acquisition cost and from a scalability, very, very good runway in that regard. What's the size of that portfolio? About 40% of the deposit portfolio. Okay. Are these like I've run across this a couple of times with banks in Florida, but I really haven't seen it a lot. Are these like annual contracts or, you know, do you just kind of get the accounts and, you know, they can leave at any time. How are they? How's the business structured? Yeah, they are not under contracts. It is heavily integrated. In regards to that, they are very sticky once you win the business because it is integrated with the two technologies that the client and the bank bring to the table. It takes pretty significant expertise and uderstanding of the systems. Once you have those relationships, you know, they stick around, and they tend to grow as those property managers bring on more and more HOAs into their book. Can the knowledge that you'll gain and the technology that you'll gain with this acquisition be transferred across the rest of your footprint? Could this be a funding source, across or outside of Phoenix for Alerus? Yes, we believe so. Okay. Then I guess just the last question. You mentioned that you're modeling mid- to high-single digits down from. I think you said the slide deck it says 20% or so CAGR. Certainly seems conservative, which is great. Should this be a 20% growth market for Alerus, you know, two-three years from now? You know, once we kind of integrate everything and we're looking at the, you know, the number one growing market in the country, etc. Do you really think this should be more of an additive to the Alerus growth profile? Yes, we absolutely believe. Is there a reason that you modeled mid to high? No, we were being conservative. We know that there's disruption here. Yes, we absolutely believe and under Steve's leadership expect that our team will continue to grow, our presence in the market will continue to grow, and our balance sheet growth. This will become an increasingly bigger contributor to our balance sheet and our loan growth. Okay. Thank you very much for taking all my questions. I appreciate it. Thanks, Wally. Thank you. Our next question comes from Jeff Rulis from D.A. Davidson. Please, Jeff, your line is now open. Hi. Just to follow up, on the cost savings, the source of that, it doesn't look like a big branch network, and you're keeping the market president. Just wondering where that's coming from, largely back office? Yeah, thank you. It's the cost savings were from meaningful, pretty meaningful cost savings from professional services, of course, data processing, technology expenses, director's fees, and then employee composition or compensation. Of course, with Steve assuming the role of the Arizona Market President, that resulted in some synergies and savings in on the Alerus side. Got it. Lastly, Katie, do you have a goodwill estimate that you put out there? Yes, approximately $40 million of additional goodwill. Got it. Good for me. Thanks. Thanks, Jeff. Thank you. As a reminder, if you would like to ask any further questions, please press star followed by number one on your telephone keypads now. We currently have no further questions. This concludes our question and answer session. I would like to turn the conference back over to Randy Newman for any closing remarks. Well, thank you. Thanks to all of you for participating, your questions, which we always enjoy. With that, we'll conclude the call. If there are any additional follow-up questions, contact Katie or myself at any time. Thank you. Thank you, everyone. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.