Thank you for standing by, and welcome to the First Financial Bancorp Announces Acquisition of Westfield Bancorp Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press star one. Thank you. I'd now like to turn the call over to Archie Brown. You may begin. Thank you. Good morning, everyone, and thank you for joining us on today's call. Yesterday afternoon, we announced the agreement to acquire Westfield Bancorp from Ohio Farmers Insurance Company. I'll provide some comments on the deal and then turn the call over to Jamie to provide further details. I'm very pleased to announce this acquisition. Westfield Bank is a premium brand, a very well-respected and well-operated banking company, and a strong and consistent earner in a market that's very attractive to us, with specialty lines that match the businesses that we operate. As you may be aware, we entered the Cleveland, Ohio Market in late 2023 with a commercial loan office after originating and sourcing clients in the region for a number of years. The acquisition of Westfield more than triples our loan commitments in Northeast Ohio to approximately $1.5 billion and adds $1.5 billion in local deposits. It provides us with a highly efficient branch network and talent across multiple business lines to accelerate growth as a premium brand and the alternative to the big banks. The acquisition also adds approximately $500 million in loans and $250 million in deposits in insurance agency and RIA banking and in premium finance. The deal is financially attractive with strong earnings accretion, a tangible book value earn-back within our parameters, and it enables us to maintain strong pro forma capital ratios. A unique aspect of this deal is the mix of cash and stock. We knew upfront that Ohio Farmers preferred cash. We're happy to be able to incorporate some stock into the deal and keep capital levels higher. We view this merger combination as lower risk. The size of Westfield adds approximately 11% to pro forma assets. The company has a stellar record regarding asset quality with net charge-offs averaging four basis points over the last five years. Westfield's approach to lending and credit administration is very similar to ours. There is a strong cultural alignment between the companies with deep expertise in commercial and specialty banking. Finally, both companies share a strong commitment to associates, clients, and the communities in which we serve. Looking at the information in the investor deck, slide five provides an overview of Westfield Bank. The branch network is near three major cities in Northeast Ohio, a region in which nearly 40% of the state population is located. Slide six shows pro forma market share in our position in Ohio. Post-acquisition, First Financial will be the fourth-largest Ohio-based banking company and the only one of the banks in the top eight in the state that is a community bank. Again, we believe the alternative to the big banks. Slide seven shows the complementary nature of the two companies. In addition to core banking, Westfield's focus on agency and RIA banking and premium finance are a direct match to the businesses operated at First Financial. I'll now turn the call over to Jamie to cover some of the next few slides. Thank you, Archie, and good morning, everyone. On slide eight, you can see our similar profiles in terms of lending focus and deposit mix, as well as the pro forma loan-to-deposit ratio at 82%. Again, we feel that the two banks are culturally compatible, which will make it easier to serve current Westfield customers while also attracting new customers given our larger lending limit and more robust product offering. Slide nine summarizes the structure of the transaction, which is roughly 80% cash and 20% stock. Shareholder approval from Ohio Farmers has already been received. We will not need to obtain approval from our shareholders given the size of the transaction. On slide 10, you will see the transaction metrics. The transaction is nicely accretive to earnings and will leave our capital ratio strong, along with top quartile projected return on assets. On slide 11, we lay out the primary transaction assumptions. One item of note is that Ohio Farmers has already crossed the $10 billion in asset threshold, so there will be no incremental Durbin impact. I'll now turn it back over to Archie for some closing remarks before we take questions. Archie. Thanks, Jamie. On slide 12, you'll see First Financial's long history of acquisitions in the banking and non-banking spaces. We have a strong presence in Southwest Ohio and in markets such as Central and Southern Indiana, Northwest Indiana, Louisville, Kentucky, and Western and Central Ohio. We are excited to be able to add a strong presence in another large and attractive market in the Midwest. While we did not include any revenue synergies in our modeling, we are excited about future opportunities that will come from our combination with Westfield. Our size will create opportunities to add more credit availability to Westfield clients as they grow. We're adding more product offerings, including wealth management, M&A advisory services, equipment finance, and foreign exchange services. We believe there's a significant opportunity in consumer lending and in growing checking relationships. We believe this transaction builds upon our combined strengths in specialty banking. We're very excited about the acquisition of Westfield Bank and the strategic fit. We look forward to adding talented Westfield team members as we now focus on helping our clients and our communities thrive. This concludes our remarks regarding the announced acquisition. We'll now open up the call for questions. Thank you. We will now begin the question-and-answer session. If you'd like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. Your first question comes from the line of Terry McEvoy from Stephens. Your line is open. Hi. Good morning, guys. Hey, Terry. Terry. Maybe first question. Has the systems conversion date been scheduled? I am asking, just thinking about the timing of the cost savings. Maybe one other expense question. What is the branch renovations? Is that something that is occurring kind of before the merger or are those plans after the deal closes? Hey, Terry, this is Archie. I'll take the first part, and Jamie will take the second part. We don't have a conversion date yet. We're circling that, though, to be in the first quarter. We'll get a little kind of more permanent view of that here in the next few weeks. Right now, some of this is predicated upon when we close. We think the closing could occur by the end of the year and then looking to try to convert as soon thereafter as we can, but somewhere in the first quarter. Yeah. Terry, this is Jamie. The branch refresh number we have in there, or branch renovation number for that $800,000 or $900,000 is more, it's a small amount per branch that we would do for branding and just kind of a small refresh of the branch inside. It's paint, carpet, and stuff like that. It's small stuff per branch, $100,000-$150,000 or so per branch. Thanks. Then as a follow-up, when I think about your, call it 4% NIM, or pretty close to that, it really speaks to the profitability component of the company. Westfield's margin a little bit lower, and it looks like it's the loan side. I guess my question is, what's the strategy to rebuild the NIM back to, I'll say, four-ish? It looks like there's some opportunities or would be opportunities to remix some of the acquired loans. Yeah, Terry, this is Archie. I think first, it is quite a bit of a mixed difference on the, especially the mortgage side. If you look, Resi mortgages make up a pretty small percent of the First Financial balance sheet. They make up a greater percentage of what you see on Westfield's balance sheet. That is a piece of it. Agency is a little bit lower yield than maybe what we see on the First Financial side. What Westfield's done a really nice job of is penetrating those agency relationships with greater deposits and deposit relationships. They make some of it up on the deposit side. I think as we add some of the other commercial products in, along with the change in how the mortgage works, we'll be selling probably more of those originations. That will start to remix the balance sheet. Great. Thanks for taking my questions. Yep. Thanks, Terry. Your next question comes from Chris McGratty from KBW. Your line is open. Oh, great. Morning. Hey, Chris. Jamie, a question for you on the balance sheet. Obviously, higher for longer seems to be playing out. Is there anything contemplated given this deal that you would do to your own balance sheet around close to kind of either lock in a margin or protect the downside? No. I mean, I would say nothing major, Chris. I mean, we may do a little bit more—and we've done this in the past few quarters—some securities restructuring, but nothing major that we have planned at this point. Okay. And then maybe a couple of housekeeping items. Wonder if, Jamie, if you could give us a little help on the cash and bond that'll come over. I didn't see anything in the fees. I was backing into kind of a mid-50s expense, mid-$50 million kind of before the cost saves. I just wanted to check the algebra there. Thanks. Yeah. Yeah. All good. Yeah. Their cash balance is right now around $110 million-ish with securities of about $340-$350 million. I think you mentioned something about fee income. Their fee income is around $8.5 million annually. Their expense rates are a little high there. I think maybe you might have—I do not know if the tax effect came into play there, but their expense base right now is about $50 million. Again, we have the cost savings assumption of 40% built in, with 75% of that being realized in 2026 and then fully phased in in 2027. Perfect. That was helpful. Archie, maybe just we're starting to see deals a little bit more frequently. You're getting approved and closed pretty quick. Does this at all change, I guess, future appetite to do something given this is such a manageable size? Chris, I don't think so. I think, again, the pro forma is incrementally about 11% to the pro forma assets of the company. I think it would certainly depend on size and timing, but we still think there's potentially something to do over the course of the next year beyond this. This is certainly going to be our primary focus right now, but you're right about the environment. I think if it's the right size and certainly probably the more stock, there's probably something else we could potentially do within the realm. Yeah. You've done that in the past. Okay. Great. Thank you. Yep. Your next question comes from Daniel Tamayo from Raymond James. Your line is open. Thanks, guys. Good morning. Hey, Danny. Maybe we could talk about the specialty businesses a little bit. Just curious. You guys certainly have quite a few of these now, looking at slide seven, and you've done a good job of growing the past businesses that you've acquired. Just curious kind of how you're thinking about growth expectations within those businesses and if you have any kind of color on the yields that those businesses are producing. That'd be helpful as well. Yeah, Danny. This is Archie. Looking back at slide seven, certainly Oak Street for First Financial, agency, RIA, those are sort of matched up. We think this gives us a little bit of extra opportunity for growing the business. Westfield brought on some additional team here over the last year that is producing nicely for them. They've got a different set of clients. I think the combination of the two will learn from each other and continue to create some decent steady growth in the agency financing side. Agile, they've done a nice job. We bought a company about a year, 15 months ago or so, that's doing well. I think the combination of the two, again, will just create more opportunities with more agency. We expect both those businesses to grow, I think, quite nicely. I mean, Agile is probably growing a little bit faster for us since it's newer, but I think the combination of the two will create nice growth on that side. And the yields, look at Jamie. I think Agile and Premium Finance for Westfield, both are, if you said they're in the 9-10% range, that's about where they are today. On the Oak Street side, I think Oak Street's, again, we said earlier, a little bit higher than what you may see at Westfield, but Westfield's making it up with more deposit penetration. So we're going to take the two businesses and learn from each other. I think we'll hopefully grow deposits a little bit faster rate out of that group. Although you can see in slide, it's about $1.2 billion in loans and $400 million in deposits in that business. We can grow the deposits a little bit more. We'll find a way to have the yields maybe be somewhere in between and create a little bit more growth opportunity out of the two groups. Okay. Great. That's helpful. It looks like Westfield's had a good credit history from what we've seen over the last several years. Just curious how you think about that, the credit of the new businesses and, just their book overall relative to what you have on the legacy side, if that changes at all the thought process on kind of your longer-term guidance on the charge-off side. On the margin, it should help our charge-offs come down slightly. Again, it's not—when I looked at the whole balance sheet, it's not huge, but yeah, on the margin, it'll help some. If you look at our Oak Street and Agile businesses, the asset quality there is really good as well. It'll help some, but it's not going to drop it significantly. Understood. Okay. That's all I had. Appreciate the color. Thanks, Danny. Again, if you'd like to ask a question, press star one on your telephone keypad. Your next question comes from Brian Foran from Truist Securities. Your line is open. Hi. How are you guys? I just had a couple of questions. I had a couple of questions on slide 14. Not just this deal, every deal, I think investors struggle a little bit with the purchase accounting adjustments, how much of it is core, how much of it is non-core. I mean, you kind of touched on it, I think, with Terry's question, but that $22.4 million, do you view it as all replaceable as you originate new assets? Can you give us some color, like the assets that are driving the marks, like what yield are you marking them to? Yeah. Brian, this is Jamie. Yeah, that $22.4 million is obviously a combination of two things: the loan mark and then the mark on the securities book. About a quarter of that is the mark on the securities book. To me, that's an easy one that you're going to—we're going to be able to obviously replace that by reinvesting at current rates. On the loan side, I mean, like you know, they're a little bit more—they're a little bit more liability sensitive from us and have some more fixed-rate paper on the book. As Archie mentioned, some of the agency yields are slightly lower than ours would be. I think remixing that and also getting a little bit away from some of the putting the fixed-rate loans on the books and then increasing the yields on the other side and reinvesting at current rates, I think it's very replaceable is the bottom line. Yeah. And then, Brian, in terms of just overall, I mean, we would expect the balance sheet to be able to grow from the combination. I said earlier on RIA and agency and on premium finance, those all should grow at, I think, solid rates, high single digits to maybe low double in those groups. We have looked at, for example, on the retail side, there is tremendous opportunity to grow on consumer loans, in particular, HELOCs. There is a real opportunity to grow on the core checking side of the business. We just kind of compared average branch to First Financial back to Westfield. We see some good opportunities there. There is more opportunity to grow mortgage. And then on the commercial side, we are just adding a lot of product capability back into what we do. We think we'll help the overall client base there and just create more opportunity. We feel pretty good about replacing and growing the assets overall, and then that contribution is going to be there. Perfect. I mean, you kind of pre-empted my next question, but I was going to ask, if we look at that 308 as a guidepost, and I realize it's a somewhat stylized exercise, but that's a number a lot of people will use for the pro forma EPS. If you were to think about the key upside and downside risk to that, I mean, it sounds like the ability to grow and some of these revenue synergies is one of the upside risks, but just kind of what's top of mind that we should think about that might drive that 308 a little higher or lower in the ultimate outcome? Yeah. The downside is pretty simple. If we can maintain the clients, maintain the business, and then hit our expense targets, we'll protect the downside, and we feel pretty confident in that. On the upside, again, we just think we're adding a lot of capability to what Westfield's able to do today. That capability, along with their talented bankers in those local markets and their local relationships, is just going to add more opportunities for us. We are pretty confident in that side that there'll be some incremental upside. If I could sneak in one last one, I think someone asked the question about opportunity to do future deals. As part of that, can you just remind us what's the minimum capital range you'd be willing to go down to? Obviously, even with an 11% pro forma here, you're still pretty high, but where's the bright line that you wouldn't want to cross? Yeah. Maybe Jamie can pipe in here in a minute as well, Brian, but our board targets long-term of a TCE between 7.5-8%. We would say, and if a deal dips us a little bit below it in a number of quarters, we are going to come back into that range. We feel comfortable with that. I would not want to probably be below 7% TCE, but we would certainly say if it gets back in a year into the 7.5-8% range, we are going to feel pretty good about it. Perfect. Thank you. Yep. Your next question comes from Terry McEvoy from Stephens. Your line is open. Hi. Just a quick follow-up. I'm wondering if I could get your thoughts on the early adoption of the new CECL kind of double-count proposal where you stand today. I really like that you guys put kind of the with and without within the slide deck. Thanks for that. Yeah. Terry, it's Jamie. Yeah, the reason we put that in there is just I think it's a little bit of an unknown at this point whether the rule is going to get written quickly enough where we can adopt it for this deal. If you look at the numbers, it's not a huge impact for this deal. It moves it a little bit. Let's see here. Yeah, just including the double-count, you just have a little bit more tangible book value dilution, but we get some more accretion. For this one, given the really clean credit profile of Westfield, the with and without just does not have that much of an impact. I think we're just waiting to see if the rules get written and we can adopt it. Great. Thanks again. Yep. Thanks, Terry. That concludes our question and answer session. I will now turn the call back over to Archie Brown for closing remarks. Thank you, Rob. I want to thank everybody for being on the call today as we announced the acquisition of Westfield Bancorp. We're really excited about this opportunity and what it does for us in the market and its strategic fit overall. Look forward to talking to you again soon. Have a great day. Bye now. This concludes today's conference call. Thank you for your participation. You may now disconnect.