Good day, and welcome to the Civista Bancshares Inc Overview and Transaction and Highlights Conference Call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing star then zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on a touch-tone phone. 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 Dennis Shaffer. Thank you, operator, and good morning to everyone for joining our investor call to discuss Civista Bancshares, Inc.'s acquisition of Comunibanc Corp., the parent company of The Henry County Bank. With me this morning is Rich Dutton, Senior VP and Chief Operating Officer, and Chuck Parcher, Senior VP and Chief Lending Officer. Before I begin with my remarks, I would like Rich to read our safe harbor statement. Our discussions today will include information about our management's view of future expectations, plans, and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements due to risks and uncertainties. We do not assume any obligation to update in any forward-looking statements as a result of the new information or otherwise, except as may be required by law. Please note that the presentations and safe harbor statement are available on our website, www.civista.bank. All comments made during today's call are subject to that safe harbor statement. The investor presentation and our press release regarding this combination, both issued yesterday after market close, can be found on our investor relations section of our website. With that, I will turn the discussion back over to Dennis. Thanks, Rich. Let me offer my appreciation to everyone for joining us on such short notice for today's call. We are very excited to announce our acquisition of The Henry County Bank. Prior to providing a few thoughts on the strategic rationale and financial impact of this opportunity, I wanted to share some of our perspective. M&A has always been a core part of our strategy, and we've made an effort to build relationships with many banks in the Greater Ohio market. The two banks have worked together for over 30 years, and our current management teams have had a personal relationship for much of that time. We have the utmost respect for how they operate and serve the local community. During that time, Civista has been Comunibanc's provider of item processing services, network infrastructure support, and website hosting. Furthermore, we have similar philosophies and expect to retain most of the lending and front-line personnel. This transaction allows Civista to continue to strengthen its core deposit franchise and utilizes The Henry County Bank franchise as a launchpad to grow in Northwest Ohio. During our November call, we announced the completion of a $75 million subordinated debt raise. As part of that process, we outlined to investors several strategic priorities, including gaining additional share in our markets, expanding to new markets, continuing our strong organic loan growth, and opportunistic M&A. We think this is an excellent use of that newly raised capital and checks all the boxes with respect to the strategic objectives we've outlined and communicated. Since our last M&A transaction, which was the acquisition of United Community Bank in 2018, we focused on successfully integrating that acquisition and growing our combined markets. Our success has been evidenced by the organic loan and deposit generation we have achieved in the Cincinnati MSA and across our footprint. We often stated that we would only consider a bank M&A opportunity that was both strategically and financially compelling. The Henry County Bank is that opportunity for us. Before we go through a brief review of the model and transaction terms, I want to personally thank Bill Wendt and the Henry County Bank team for working with us over the past three months. It has been a pleasure, and we look forward to partnering together to realize the tremendous opportunity. As we've outlined on page four of the investor presentation, this transaction adds seven branches in Northwest Ohio and $276 million in low-cost core deposits. Approximately 30% of the deposits are non-interest-bearing. This provides us highly attractive core deposits in Henry County and Wood County. Henry County Bank's 60% loan-to-deposit ratio will provide ample liquidity to expand lending opportunities in Henry County and throughout the greater Toledo area. In addition, our higher lending limits will allow us to expand our lending relationships with both banks' best and most profitable clients. Our entry into this footprint will serve as an excellent platform to grow in the greater Toledo market. It's a market we know well. Our Chief Lending Officer and several commercial bankers focused on this market during their career. The Toledo MSA is the second fastest-growing market in Ohio. This deal will be structured as a 50% cash, 50% stock deal and is over 10% accretive to our earnings per share, which we believe is significant given the size and low-risk nature of this transaction. We are aware of how important tangible book value is and how that correlates to long-term shareholder return. This transaction will be approximately 3.8% dilutive to our tangible book value at closing and inclusive of all deal related charges. The earn back on the dilution is approximately 2.9 years utilizing the crossover method. If we turn to page five of the investor presentation, it provides a little bit more color on how we analyze the deal. Three major points. First, the valuation of 1.52x tangible book value and 7.8% core deposit premium is in line or lower than recent deals for banks of this size. Second, in addition to looking at what the EPS accretion would be, we also looked at the level of accretion relative to the amount of risk we'd be taking. We show here that the risk-adjusted EPS accretion is nearly double of that of the comparable group. Third, we also compared how the EPS accretion looks relative to our stock buyback. If Civista did not do this acquisition and instead repurchased a comparable amount of its own stock, the 10.5% EPS accretion in this deal is nearly double what the buyback accretion would have been. If you turn to page six, this provides a nice overview of the Henry County Bank franchise. The franchise is focused around the rapidly growing Route 24 and I-75 corridor. Notably, Henry County Bank operates a low-risk balance sheet with excess liquidity. They are the No. One ranked bank by deposit market share in Henry County. Page seven really speaks to the strength of the Northwest Ohio market. This region is experiencing a lot of commercial activity. On the top left of the page, out of all the major MSAs, the Toledo MSA has the second fastest growing growth rate. Two thoughts here on page eight. During the last rising rate environment, we, like other banks, ran loan-to-deposit ratios much closer to the 90% or 100% level. Henry County has operated at the 55%-60% level. I believe there is a strong probability we are heading into the environment similar to 2016- 2018 timeframe, and this acquisition provides ample liquidity for us to deploy not only in the greater Toledo market, but also deploy in our other metro markets. We feel very confident in our ability to deploy this excess liquidity as we have proven in our better than peer organic loan growth the last three years. We have a demonstrated track record of entering growth markets that are dominated by larger banks, mostly money center and regional banks. The Toledo market is no exception, and you can see here the top five players in the market command 71% of the market share. We are confident our sophisticated suite of products and community bank customer service will play well in these markets within the small to mid-sized commercial businesses. Page nine speaks to this a little bit more from the acquisition side of things. This is our third deal since 2015. Notably, this is a smaller and lower risk than the last deal we did with United Community Bank. The lower left shows how these acquisitions have fit into our overall franchise footprint. The bottom right chart shows how we have successfully grown in a new market via our last acquisition. We entered the Cincinnati market with the United Community Bank acquisition, and in three years, we've almost doubled the deposit and loan balances. Page 10 and 11 provide a summary of their loan and deposit mixes as well as ours. I would note that on page 10 that 73.5% of the accounts are transaction-based. They have done a great job with their deposit base, and we look forward to enhancing it with additional products and services via treasury management for their commercial customers. Please note on page 11, with this acquisition and the $50 million downstream of capital from the sub debt issuance, the CRE / Risk-Based Capital ratio reduces to 272%. Page 12 covers some of the key transaction modeling assumptions and financial impact. The total deal value is $50.2 million, and as previously mentioned, is structured as a 50/50 cash and stock deal. The common stock portion of the deal is structured as a fixed exchange ratio. As we have stated before, this deal is 10.5% accretive to EPS, 3.8% dilutive to tangible book value per share, inclusive of all deal charges, and results in an earn back of 2.9 years. Notably, the internal rate of return of 20.7% is very strong and well above our cost of capital. From a due diligence perspective, this was a very involved process, and it definitely helped having a 30-year relationship with our partners. We feel very confident around the 40% cost saves. We see little risk with their credit portfolio. We were pleased to see that there were limited COVID-19 deferrals and an overall limited number of problem loans. The credit mark is equal to their current reserves, approximately 1.3%, but is over 30% higher than where their reserves stood at 2018 year-end prior to COVID. I will note that their reserves provide over 4x coverage of their non-accrual loan balances. To conclude our remarks on page 13, we think this opportunity checks the boxes on our long-term strategic priorities we've outlined for the past several years. The deal has meaningful scale and core deposits in the highly attractive Northwest Ohio market. It also provides a platform to expand our commercial lending opportunities in the highly attractive Greater Toledo market. It has double-digit EPS accretion and manageable tangible book value dilution and earnback period. The pro forma metrics compare favorably to recent M&A transactions and alternative uses of excess capital. It is a low-risk transaction with a given long history between both management teams and planned retention of business development professionals. We will now ask the operator to open up the call for any questions. We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like 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 Tim Switzer from KBW. Please go ahead. Hey, good morning. I'm on for Michael Perito. This looks like a great way to break into the Toledo market for you guys. Could you tell us a little bit about the lending team you're getting, how familiar you are with them? Sounds like you know them pretty well, obviously, with your guys' long relationship. Then what will the calling and sales effort look like in Toledo? Does this change your growth outlook at all? Will it be, like, an immediate accelerator to growth, or will it take a little bit more time for the growth to be realized here? Just trying to get a sense on your guys' strategy and what it'll look like. Chuck Parcher to comment on that. He's had some through the due diligence process. He's had a chance to meet the senior lender. So Chuck? I would think that it's gonna take a little bit of time. I think the one advantage we do have is looking at their four or five larger customers that they have on the balance sheet right now. We've got a really good opportunity to expand those relatively quickly, I think, bringing our much larger lending limits to those people. We feel like we'll get a relatively immediate pop, you know, and then, you know, I think it'll be your normal growth period then going forward from that perspective. I do feel good about, you know, going out and seeing those larger customers sooner rather than later. Nice. Then if you're moving on, beyond just their current customers and you're trying to expand into Toledo, what will be your strategy to approach and you know, kind of win market share there? To be honest with you, we already had one new lender in our budget for Toledo looking into next year. It was our plan to try to start that expansion. We've been kind of slow to put any structure over that direction. Getting the branch in Bowling Green to operate out of to call into Toledo will be helpful until we kind of move a little bit more into that northern Wood County, Lucas County area. You know, the key is gonna be you know, going out, seeing the COIs. I've had a couple of accountants from Toledo already call me this morning and talk about seeing, you know, excited about us coming to that marketplace. I think it's gonna be, you know, we'll put a pretty big push on the calling efforts, you know, moving up to the COI level for sure. Chuck has Yeah. Chuck, Tim has really grew up in that market and lived in that market, worked that market for over 25 years, so he knows quite a few of the who the businesses and who we'll probably be calling on. We have several lenders that have worked that market, and we think combining our folks with the Henry County Bank folks, I think we'll be able to make some inroads. It won't take us too long to get up to speed there, but we think we'll be able to accelerate that. Just giving them higher lending limits based on our experience on our last couple deals, just the higher lending limits alone will help us expand relationships there. It will also help us attract lenders and then, because sometimes lenders shy away knowing that they won't be able to do one deal or something and then be at their limit. So this will, I think, help us recruit lenders as well. Gotcha. That sounds great. You guys are pretty asset sensitive today. Does this impact your sensitivity at all one way or the other? Will there be any opportunities for you guys to remix their deposits to either, you know, more non-interest bearing or maybe a way for their CDs a little bit? Tim, this is Rich. Remember, this is only 10% of our total assets, so it's not gonna move the needle a ton. I think certainly when Chuck and his treasury management team get over there and start kind of pushing treasury management services to commercial clients, the mix will change. Not that we'll push any of the existing customers or depositors out, but I think we'll just grow into a balance sheet that looks more like us. Again, this is a pretty low risk. I mean, we love it, but it's just not a big contributor one way or the other balance sheet-wise in terms of asset mix. Yeah, we did like the fact that 30% of those deposits were non-interest bearing accounts. Those that speak volumes to me because those are core customers and core customers are really who you can sell and expand relationships for. The 74%, 73.5% transactional customers, those are core customers. That's where we think we can expand relationships. We'll also be bringing wealth management to the table. We'll be bringing private banking to the table. Those are new products and services that they haven't had in addition to all the treasury management stuff. That's where we think that opportunity is. Really, anytime we have a chance to acquire core customers, we get excited about those opportunities. Got it. Okay. It sounds like you guys might have room for some revenue synergies as well. Well, that's all for me. Thank you guys for your time. Thank you. Thanks, Tim. Our next question comes from Nick Cucharale from Piper Sandler. Please go ahead. Good morning, gentlemen. How are you doing today? Good morning, Nick. Hey, Nick. I wanted to start on the repurchase, especially since you've been quite active on that front. Just given the deployment of capital on the deal and the rules regarding buybacks in conjunction with the pending transaction, can you update us on your appetite for repurchase over the foreseeable future? Yeah, we've halted our repurchase activity as of yesterday's announcement, and that activity will most likely remain halted until, after we release our earnings. Yeah, I mean, not most likely. It will remain halted until after we release earnings. But Nick, if you're asking, will we still be out there buying if we think it's appropriate, we still have plenty of capital. I think our intention would be that after we release earnings in February 4th, I think, is the date, that we would be back in if it made sense to be back in. Right. Are you limited to any extent by the deal in terms of just the regulations of the pending transaction? No, nothing other than the SEC and the, I guess, Nasdaq rules. Fantastic. Thank you for the call. Thank you for the call. Thanks, Nick. Our next question comes from Terry McEvoy from Stephens. Please go ahead. Hey, guys. Good morning. Terry? I'm sorry about that. Sorry about that. All right. Let's start with the earnings accretion, that 10.5% accretion. Is all that coming from the fully phased-in cost savings, or are you assuming any type of incremental commercial loan growth or loan growth coming out of the Northeast Ohio or Toledo market in 2023? Yeah, we are assuming some commercial loan activity, so it includes both of those. We are including some increased commercial loan activity from that market. Okay. Terry, the biggest lift is loan growth for sure. I mean, I think what we modeled was $50 million in loan growth, I think, in 2022 and then another $89 million, I mean, which seems like maybe big numbers, but they're small in terms of our total balance sheet for sure. In terms of revenue synergies, we haven't really modeled in any of the stuff that Dennis was talking about with respect to wealth management or private banking or the treasury services. That's all on top of whatever. That $50 million, you know, $50 million-$80 million number, that kind of relates back to what Chuck was saying earlier about, you know, they have several customers and they're top customers that Chuck knows really well from his time in that market. We do believe that we'll be able to expand those relationships where they just couldn't. They didn't have any more loan capacity. We think we'll be able to expand those relationships. Okay. Just as a follow-up question, given today's news or last night's news, excuse me, are you in a position to evaluate additional M&A opportunities in 2022? Then, this bank, The Henry County Bank is 11% of your asset size. Maybe just remind us what size deals are you looking at or would you call your sweet spot? Yeah. I think we are in position to maybe do another deal. It takes a while to put these things together. We've had a number of good discussions, as I've previously stated on other calls, and a couple of those discussions are still ongoing, but it takes a while to put these things together. You know, we'll continue to work those. I think the ideal sweet spot for us is the $300 million to about $1 billion. That would be kind of our ideal sweet spot with when we look at banks. Remember, this we feel is a very low risk transaction for us just because we have a long history with them. We have the same core providers, so that should help a little bit, although they operate on 20/20 and we're SilverLake. You know, so there's a little bit of difference there, but you know, that should help. Just knowing the teams should make that this transition a little bit easier for everybody, for the customers and the employees. We're going to remain disciplined as we move forward, though. It's got to be the right fit, as we talk about. We don't want to overpay for something, you know, so we need to stay disciplined. We think, you know, we checked a lot of the boxes in this deal. We paid a fair price, we think. As we stated in the investor presentation, there's a lot of deals that were priced a lot higher than that. Even some of our competitors have done deals in the past that were higher priced. We're gonna remain disciplined as we move forward. Okay. Maybe one last question is, if I could, the slide nine. The comparison or the reference to Cincinnati and the success you've had over there since you acquired that company and closed it in late 2018, could you just maybe talk about what types of resources and hires you had to make, if any, to show that type of growth? When you think about Toledo and Northwest Ohio today, is that platform or franchise large enough to show that type of growth, or will you have to make some investments in order to take advantage of the opportunities there? Yeah, we'll have to make some investments. You know, they had a team in place on the last deal, and we've added to that team. We've added some experienced commercial lenders. We added a wealth management officer. We added a private banker. So there will be investments that we make over time. What's nice about this deal is Chuck already had a commercial lender built into our budget for the Toledo market for the 2022 budget. Mm-hmm You know, we'll immediately start working to fill that, to just bring another body to the team and stuff. As we roll out, you know, wealth and private banking and stuff, we'll need to add there as well. It's a combination of both, you know, using their existing people and then hiring a few people. Well, Terry, I wouldn't under-emphasize the fact that as similar as this is to the United Bank deal, what we have in this one that we didn't have in that one is Chuck's history in the community. I mean, he- Mm-hmm Like Dennis said, he grew up professionally there. We let him keep his membership at Inverness because we knew someday we'd do a deal like this. So he's connected over there. In fact, he's been involved in the hospital, involved in the chamber. I mean, he's again, we've got a big head start, and that's something we didn't have in Cincinnati. Right. Terry, just to give you a little idea, we had, you know, one guy running around over there last year. He did about a little over $18 million in production last year and grew about $13.7 million in that marketplace. You know, and that's with no infrastructure, just working out of his home, you know, kind of cherry-picking deals. As we put the infrastructure together and build a team for over there, we feel really good about what we can extract from that market. That's perfect. Thanks, everyone. Thank you. Thank you. Our next question comes from Bryce Rowe from Hovde Group. Please go ahead. Please go ahead. Thanks a lot. Good morning, guys. Morning, Bryce. Morning. A few questions here. Just curious how competitive the transaction was from a bidding perspective. I've got a couple more if you just wanna hit that one real quick. Yeah. There was about five or six banks involved in the bid process. Okay. That's helpful, Dennis. Appreciate it. Maybe you guys could speak to, you know, how you thought about the tangible book dilution versus the earnings accretion and how you know, weighed those two against each other, especially considering the consideration of it being 50/50 cash stock. I think, again, bring you back to, was it page five in the slide deck? 'Cause I think that did a really nice job of kinda outlining the thought process. We looked at it like you said several different ways. We looked at the price that we paid and the core premium, how that compared with recent deals. I think that was kind of number one. I think number two, again, we're sensitive to dilution and accretion and, you know, we may stretch from time to time to go over the three-year earn back, but that's kind of the bright line, are you above it or below it? We were able to get this at a price that we believe gets us under that and to earn back the dilution. I think the more interesting is even the last one. You know, if as low risk as this deal is to get the kind of return that we think we're gonna get, and compare that with a risk-free, if you will, stock repurchase, again, I think it compares pretty favorably to that too. I mean, I think we looked at it a lot of different ways, but, you know, every deal is unique for sure. I don't know, again, given our 30-year history and the fact that we know this bank and have worked with them for as long as Dennis and Chuck and I have been here, we're pretty involved with their IT department and how they have set up a lot of their systems. I mean, we've been pretty supportive of that organization for a long time. We'll never have another deal that we know as well as we know this one. There are a lot of other kind of factors that figured into it. Again, I think it checked all the boxes financially in terms of earn back and how quickly we can. We've always, I suppose, underpromised and overdelivered. I don't know that we'll do that again this time, but our record has been pretty good in terms of beating what we said we were gonna do. Yeah. We think. Okay. That's helpful. Okay. That's helpful. Again, we think that dilution, it was very reasonable given the fact that it's double-digit accretion. You know, we thought that was really reasonable, doing the offset there. Yeah. Got it. That accretion that you're showing, I guess, on 2023, is that based on consensus of $2.42? At least that's what I'm seeing right now in terms of what consensus is for 2023 earnings. I would say yes. Oh, okay. Yeah. Yeah. You know, that does not have the factor of the capital raise in it, though. Yeah, it doesn't have that. I'm gonna have to send you that soon. The consensus doesn't have the second- Right. The consensus. Right does not. Okay. Okay, that's helpful. In terms of, you're targeting a second quarter close, curious when you're planning the operational conversion? Well, right now we're in Jack Henry's queue, and that is sometime early fourth quarter, sometime early October. Okay. Now our history has been that they've been able to move us up, and we certainly would welcome that. Right now it's set, you know, the earliest date we got from them is early October. I would add to that we've entered into an agreement with their key people to make sure that they stayed on through whenever we're able to do the conversion. We feel pretty comfortable. If it lasts that long, we won't have any operational issues. Okay, great. Good for me. Thanks, guys. Thanks, Bryce. Our next question comes from Russell Gunther from D.A. Davidson. Please go ahead. Hey, good morning, guys. Good morning. Just a couple follow-ups. Hey, so on the expense saves, could you guys provide some color as to what you think the drivers are most likely to be, whether back office personnel, any branch closures planned? The biggest drivers are technology, you know, and really the top three executives are all retiring. You take the top three executives with their compensation, their bonuses, and the technology, and that's two-thirds of those cost savings that we've outlined. Those are the biggest drivers of the cost savings. That's really helpful. Thank you. We don't initially anticipate any closures of the branches. You know, a pretty tight-knit community. You know, we'll certainly evaluate that as we move forward, but we don't anticipate any branch closures at this time. You know, we want to go in, we want to make a very favorable impression in the market and those communities that they serve. There was no branch overlap, so no branch closures are asked, you know, going forward. Russell, the only thing I'd add is, again, they were running at, like, a 72% efficiency ratio. So, it, I mean. Again, we'll be gentle in the cost saves, but we'll get the cost saves that we predicted for sure. Yep. That's very helpful, guys. Thank you both. Then just the last one for me. You guys mentioned in prepared remarks and the deck how well you know these guys and the history you have providing processing services and infrastructure support, et cetera. You know, is that a relationship you have with other banks in state? Curious as to any part of that. Had that with probably two other banks, but not to the level that we were providing services, probably because of geography. They're just, I mean, at an hour and a half away, closer. And in fact, we announced back in November with all of those banks that we were gonna cease that support by June of this year just so we could focus on our own. We had processed for a number of banks, Russell, but as we grew, we kind of, you know, said, "Hey, we got to focus on our own stuff," and kind of gotten out of that business per se. But as Rich said, there's just two or three other banks now left, but not to the level that Henry County Bank is at. Got it. Okay, great. Thank you, guys. The rest of this was asked and answered prior. Again, if you have a question, please press star then one. Our next question comes from Daniel Cardenas from Boenning & Scattergood. Please go ahead. Good morning, guys. Just a quick follow-up question, I missed it. In terms of the loan growth assumption you have baked into that EPS accretion, was that $50 million for the second half of 2022? Correct. Correct. Yeah. Correct. And then, and then 80, 80... 89. I think we said 90, but yeah. Yeah. For the- $50 million in 2023? Correct. Correct. Is that gonna be primarily commercial types of loans that you're gonna be going after? Yeah. Maybe a little bit of color on the competitive nature of Toledo, the Toledo marketplace versus some of the other Ohio marketplaces that you're in. You know, what kind of deals do you expect to get from some of this new production? You know, I can't remember which slide it was. I guess it was slide eight. You know, the four major players in that marketplace are all regional/national banks. You know, Huntington, where I was at for 20 years, has the number one market share for quite a while there. Rolling in the old Mid-Am Bank balances from that historically, I guess, is the right way to say it. The marketplace is relatively competitive. I wouldn't say it's a whole lot more or less competitive than the other Ohio marketplaces. You know, the two primary, I would say community banks that play in that marketplace are Signature and Waterford, and then you've got State Bank, you know, kind of, around the fringes as well, from that perspective. I know Premier is trying to build in that marketplace as well. I wouldn't say that it's, you know, from a competitive perspective, it's any different than Than, than any of our other major markets around Ohio. It's very competitive, and we expect to see basically the same yields coming out of Toledo that we're seeing coming out of Cleveland, Columbus and Cincinnati. Okay. Maybe if you can just remind me the typical loan size that you're gonna be going after in this marketplace. Well, I would say our sweet spot is probably that, you know, that $2 million-$5 million deal. One to five, maybe if it dips down a little bit, you know. We do some a little bit bigger and some a little bit smaller. You know, the nice part is we'll probably, you know, our internal lending limit right now is I think $22.5 million to any one customer. We get a little growth here, we might push that up, which will give us some opportunities to grow with some of our other customers across the rest of our footprint. It also, like we discussed earlier, it'll give us the opportunity to expand some of those $2 million and $3-million-dollar borrowers that are there up to $5 million, $10 million, $15 million if we need to, you know, depending on the strength of those customers. You know, three of their top five customers were large customers of ours back in the day at Sky Bank, and I feel like that, I think they will buy into our model much like they bought into the Sky model back in the day. Okay. The lending staff that you're acquiring, you feel comfortable with them, being able to maybe step up and do these types or these sizes of loans? Yeah, I believe so. Yes. Excellent. All my other questions have been answered. Thanks, guys. Congrats on the deal. Thank you. This concludes our question and answer session. I'd like to turn the conference back over to Dennis Shaffer for any closing remarks. Yeah, I'd just like to thank everyone for joining again the call. Again, we think it's a pretty low risk transaction. It checks a lot of boxes for us. We're excited to you know close this deal and get this integrated into our system. Thank you again for your time today. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.