Welcome to today's conference call to discuss Cambridge Bancorp's merger with Northmark Bank. We'll be making forward-looking statements during this call regarding the anticipated benefits and synergies of the merger, the timing of future events, and the ability to consummate the transaction, among other things. These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those provided in these statements. Some of our discussions on this conference may include references to non-GAAP financial measures. Information about these measures, including reconciliation to GAAP measures, may be found in our SEC filings and in our earnings release. In addition, we have posted an investor presentation on our website. We intend to file a registration statement in the near future that will include our prospectus and a proxy statement of Northmark Bank covering this transaction. We urge all shareholders to carefully read it and any other relevant information regarding the transaction. All participants will be in a listen-only mode. Should 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. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Mr. Denis Sheahan, Chairman, President, and Chief Executive Officer. Please go ahead, sir. Good morning. Thank you, and welcome to this morning's conference call to discuss our merger with Northmark Bank, which was announced yesterday after market close. Last night, we posted a slide presentation on our investor relations website for your information, which will be referenced today. Joining me, as always, is Michael Carotenuto, our Chief Financial Officer, who will make a few comments on the financial merits of the merger before we open it up to questions. We're delighted Northmark has agreed to merge with Cambridge Bancorp. This merger brings together two terrific, conservatively managed banks with a long track record of solid financial performance and a culture based upon deep customer relationships and service excellence. I'll reference page five of the slide presentation now. Northmark is a $442 million, three-branch institution founded in 1987 by its Chief Executive Officer, Jane Walsh, and its Chairman, Dan Murphy. Jane, Dan, and the team at Northmark have built a highly regarded relationship-based bank. When they decided to look for a partner to continue that legacy, we are fortunate they chose Cambridge Trust. The merger expands our existing presence in Middlesex County, as shown on page six, with the addition of Winchester, and provides our first entry into Essex County with the addition of the North Andover and Andover communities. These are attractive, affluent communities consistent with our private banking and wealth management business model. Northmark, like Cambridge, is core deposit funded. I'll reference slide seven now. With over 35% of their deposits are in the demand deposit category. It has no wholesale funding on its balance sheet, and it lends to borrowers it knows in its communities. For Cambridge, this combination is consistent with advancing our business strategy. That is growth in core deposits, responsible lending, and revenue diversification through high-quality fee businesses, namely wealth management, in our case. Northmark accelerates these opportunities for us. They have an outstanding core deposit base and have approximately $80 million in cash on the balance sheet available for reinvestment. Loan asset quality throughout their history is excellent, and the markets and client base will be introduced to the Cambridge Trust Wealth Management capability in due course. We look forward to bringing these additional capabilities as a larger institution to the client base of Northmark. We view this as a low-risk merger integration due to the proximity of Northmark to existing Cambridge Trust locations, its size, quality, low-risk balance sheet, long-term client relationships, and lastly, our experience. This is our third merger in four years, and we have a well-formed and detailed integration plan. We expect to close on the merger in the fourth quarter of this year. We look forward to welcoming Northmark's employees and customers to Cambridge Trust and joining with them to grow our combined company. I am personally very happy that one of the founders, Jane Walsh, has agreed to join our board of directors. I look forward to working with Jane and her team in the weeks and months ahead. Just before I turn it over to Mike, I would draw your attention to slide 11. This highlights that Cambridge Trust has been the merger partner of choice for banks in some of the most attractive affluent markets in Massachusetts and New Hampshire. Two of these mergers, Northmark and Wellesley, have been negotiated deals. We believe this is a strong endorsement of the attractiveness of our franchise and of our stock. Mike will now provide financial details on the merger. Thank you, Denis. Good morning, everyone. As Denis mentioned, I'll reference a few slides within the deck posted on our investor relations website. I will start on page five with a few comments on Northmark. Northmark has $442 million in assets and $381 million in deposits at the end of the first quarter. The cost of these deposits are 20 basis points. This deposit base has been built carefully with a relationship-based approach over three decades. Moving to page seven, Northmark's loan book of $314 million has an average loan yield of 4.39% at March 31st, 2022, and the majority of the firm's funding is made up of checking, savings, NOW, and money market accounts, which represents 72% of total deposits. As Denis mentioned, non-interest-bearing checking represents 36% of the deposit base. Certificates of deposit, while representing 28% of total deposits, are comprised of long-term customer relationships. There are no broker deposits or listing service within the deposit base. Moving to slide eight. Under the terms of the merger agreement, Northmark shareholders will receive 0.9950 shares of Cambridge Bancorp common stock based on the Cambridge Bancorp closing price of $79.94 as of March 20th, 2022. The merger is valued at approximately $63 million or $79.54 per Northmark share. The deal pricing translates to 1.18x Northmark's tangible book value per share. We expect the merger to close in the fourth quarter of 2022 after receipt of approvals from regulatory authorities, the approval of Northmark shareholders, and customary closing conditions. The merger is structured using 100% stock consideration, and we will remain strongly capitalized following the legal close, and the merger is not anticipated to reduce the company's capital flexibility. Moving to page nine, we expect cost savings of 35%, EPS accretion in 2023 of almost 6%, a modest reduction in tangible book value per share of 1.7%, and a 2.25-year earn back using the crossover method. Using the simple method, the earn back is approximately 1.9 years. The merger results in an internal rate of return of greater than 20%. The assumptions used for modeling were developed following detailed due diligence, which included a review of more than 50% of credit exposure. The credit mark of $3.3 million is reflective of the strong asset quality from Northmark over a long period of time, balanced with an appropriate level of conservatism given the rapidly changing environment. The CECL double count estimate of $2.5 million is reflective of our assumptions for Northmark legal close and our understanding of their limited delinquency history, having very little charge-offs since their inception in current economic conditions. The interest rate mark for the loan portfolio of $10.5 million or 3% of total loans was derived with the help of industry experts and is reflective of the recent movement higher interest rates. Northmark's securities portfolio of $36 million is comprised solely of short-term U.S. Treasuries. Northmark is asset sensitive due to the short-term nature of these Treasuries and the approximate $80 million in cash held on their balance sheet at the end of the first quarter, as Denis previously mentioned. They will benefit in a rising rate environment. Over the long term, as much of this liquidity is migrated to loan fundings, earnings will accelerate beyond the levels assumed in the modeling. Removing the interest rate fair value marks required under GAAP, the merger is slightly accretive to tangible book value and earnings per share. Since interest rate marks on securities and loans are accreted back through the income statement over time, the book dilution from interest rate marks can be viewed as riskless. We estimate a core deposit intangible of 1.4% or $3.8 million, and taken together, our assumptions yield goodwill of approximately $12 million. Our model does not include any revenue synergies. Wrapping up, similar to other mergers, this is a value-creating combination which strengthens our foothold in our markets and provides us growth opportunities for many years to come. We will now open the line for questions. We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you are 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 will pause momentarily to assemble our roster. Our first question will come from Mark Fitzgibbon with Piper Sandler. Please go ahead. Hey, guys. Good morning and congrats. Good morning, Mark. Good morning, Mark. First question I had is, I wonder if you could share with us when you expect the systems conversion to happen and who is their core processor? Sure, Mark. We don't have a date arranged yet, but our expectation would be it's likely Q1 of next year, just based upon how the system providers tend to be backed up. We could execute sooner than that if the opportunity presented itself. Our system provider is FIS. Theirs is Jack Henry. We're very familiar with Jack Henry. Okay. Denis, I was curious, are there any large shareholder concentrations in that shareholder base for Northmark? First of all, the biggest concentration is among the board of directors. The board of directors own over 40% of the company, and they have entered into a voting agreement. Okay. You know, approving the merger. It looks like the deal nudges up your resi mortgage book a little bit to, like, 44%-45%. I guess I'm curious, over time, is there a conscious plan to sort of bring that back down to grow the commercial side up a little bit? Yeah, certainly. You know, I think we would admit we probably portfolioed more, even ourselves, in residential mortgage here over the past couple of years because of the rate environment. You know, the fastest growing portfolio for us continues to be commercial. That's what our expectation and our outlook would be going forward. Certainly we would see that mix change to be even more commercial than it is today. Okay. Lastly, Mike, what does the combined rate sensitivity look like? Mark, they're asset sensitive like us, just given the relative size of Northmark compared to us, it really doesn't change our asset sensitive picture very much. Thank you. Thanks, Mark. Again, if you have a question, please press star then one. Our next question will come from Christopher O'Connell with KBW. Please go ahead. I was hoping you guys could talk about a little about the, you know, cross-selling and wealth opportunity that you have here with the combined franchise. Sure. First of all, Chris, we haven't assumed any revenue synergies in our modeling. We very much look forward to introducing our new colleagues at Northmark and that client base to our wealth management capability. We begin that shortly after the merger through training of staff, and that's reinforced multiple times. You know, it takes time to grow wealth, and that's our experience from our prior mergers. These are terrific markets, and we would expect to have significant wealth opportunity with that client base and in those markets over time. Markets are very consistent with the demographics that we have in our other communities, so we know that our skill set, our story, our capability will resonate with that client base in due course. Okay, great. Thank you. Can you talk a little bit about, I think you said, like, $80 million of cash, you know, for reinvestment, you know, the timing deployment of that and maybe how you see kind of CD balances, you know, performing over time with the integration? Sure. Chris, their CD book is largely customer-based. These are long-term relationships that are pretty attractive to us. Then as it relates to, what was your first question, Chris? Cash. Cash. We'll deploy that over time, once we've had a chance to talk to Northmark a little bit. I would expect that to happen, you know, shortly after legal close. Okay, great. Did they have any significant amount of PPP remaining still on their books? No. Okay, great. That's all I have for now. I'll step out. Thank you. Thanks, Chris. This concludes our question and answer session. I would like to turn the conference back over to Denis Sheahan for any closing remarks. Thank you, everybody, for joining us, for the call today. We look forward to speaking with you at the end of our next quarterly earnings report. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Loading workspace