Good day, and thank you for standing by. Welcome to the Fulton Financial transactional call. At this time, all participants are in listen-only mode. After the presentation, there will be a question and answer session. To ask a question during this session, you'll need to press star then one on your telephone keypad. Please be advised today's conference may be recorded. If you require operator assistance during the call, please press star then zero. I'd now like to hand the conference over to your host today, Matt Jozwiak, Director of Investor Relations. Please go ahead. Good morning, and thanks for joining today's call to discuss Fulton's merger with Prudential Bancorp. Your host for today's conference call will be Phil Wenger, Chairman and Chief Executive Officer. Joining Phil are Curt Myers, President and Chief Operating Officer, and Mark McCollom, Chief Financial Officer. Our comments today will refer to the press release and related slide presentation included with our transaction announcement, which we released before the market opened this morning. The documents can be found on our website at fultonbank.com by clicking on Investor Relations and then on News. The slides can also be found on the Presentations tab under Investor Relations. On this call, representatives of Fulton may make forward-looking statements with respect to Fulton's financial condition, results of operations, and business. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, and actual results could differ materially. Please refer to the safe harbor statement on forward-looking statements in our press release and on slides two and three of today's presentation for additional information regarding these risks, uncertainties and other factors. Fulton undertakes no obligation other than as required by law to update or revise any forward-looking statements. Now I'd like to turn the call over to your host, Phil Wenger. Thanks, Matt, and let me offer my thanks to everyone for joining us on the call today. I'll begin with some thoughts on the strategic rationale of today's announcement and then turn it over to Curt Myers to review the business opportunities this merger creates, and then Mark McCollom will step through the financial details of the transaction. Before we go through our brief review of the transaction and transaction terms, I want to personally thank Dennis Pollack, Prudential's President and Chief Operating Officer, and other Prudential leaders for working with us. It's been a pleasure, and we look forward to partnering together on this important transaction. Fulton has identified Philadelphia as a strategically important market and has invested in building a presence there by opening four financial centers and a loan office in and around the city. We've also been fortunate to attract many talented employees in this market with significant financial services expertise to join our team in recent years. In addition to organic growth, Fulton recognized the need to identify acquisition opportunities that meet our strategic objectives. The acquisition of Prudential represents an opportunity to continue to grow our Philadelphia presence, expand on what we have already built, and introduce a new customer base to our products and services. We're very excited about this opportunity and are looking forward to growing our Philadelphia market. As we've outlined on page four of our materials, let me step through some transaction highlights. This acquisition enhances our presence in the highly attractive and strategically important Philadelphia market. It is financially compelling and achieves all of our publicly stated financial metrics for M&A. It presents opportunities to optimize their balance sheet and leverage our product suite and delivery channels and further penetrate a market we view as a growth market. It has lower integration risk due to its relative size and an extensive due diligence that was performed. Now I'll turn the call over to Curt Myers to discuss the business opportunities we see with this transaction. Well, thanks, Phil. As you can see on page five, this fits into the heart of our franchise. It adds meaningfully to the existing balance sheet that we have in the Philadelphia market and accelerates our current Philly market initiative. Turning to page six, Prudential has a loan portfolio that fits well with ours, with an emphasis on commercial real estate, construction lending, small business lending, along with residential mortgage lending as well. Loan yields are strong and asset quality has been benign. The deposit portfolio in total has a higher cost than our existing deposit base and presents an opportunity to price deposits lower as CDs mature. When stripping out the wholesale component of Prudential's funding, there is a low-cost, long-tenured core deposit base that we really like. Turning to page seven, as Phil noted earlier, this acquisition presents the ability to accelerate our growth in the Philadelphia market and expand our current market presence. Specifically, we've opened four financial centers since 2019 and have one new location planned for early 2023. In addition to our financial centers, we have 21 team members primarily focused on serving and growing our commercial customer base in that market. Before this transaction, we had $500 million in loans and $140 million in deposits in the Philadelphia market. You can see that this transaction will double our lending presence and expand our deposit base fivefold in Philadelphia, a compelling acceleration of our current strategy in this key market of Philadelphia. Now I'll turn the call over to Mark to step through the financial metrics of the transaction. Great. Thanks, Curt. Going to page eight and looking at the transaction terms and the financial impact, this is a $142 million transaction. It has an 80/20 stock-cash mix, with a fixed exchange ratio of 0.7974 shares and $3.65 of cash. We've assumed 45% cost savings, which we feel confident in achieving after an extensive due diligence of the company. The one-time costs are $16.5 million, and that includes normal items one would expect, including contracts, professional fees, and severance. It also includes a $2 million contribution to the Fulton Forward Foundation to advance economic empowerment in the Philadelphia market. Our credit mark is 1.86%, and is based off of extensive loan-level due diligence we performed. The other mark-to-market adjustments largely offset one another, and the net earnings impact of the accretable yield and the purchase accounting marks is less than a penny per share in 2023 and about 1 basis point to net interest margin. The deal produces earnings accretion of 3.5% in 2023. The initial tangible book value dilution is roughly 0.5%, and the earn back is 1.2 years using the crossover method. The deal is neutral to capital ratios due to a low price to tangible book and also Prudential's existing capital levels. We plan on filing our merger applications as soon as possible and would hope to receive all approvals for the transaction in the third quarter of 2022. Moving to page nine, as this slide shows that when comparing this transaction to similar deals, we think all relevant metrics stack up attractively. At the bottom of the page, we compared the economics of this deal to a share repurchase for the cash portion of the deal, which is roughly $30 million. Again, we believe the economics are compelling. Page ten highlights our due diligence process, which included over 40 professionals from Fulton, over eight different work streams. This level of review provided a guidance for the assumptions that I just shared with you. Specific to credit, we reviewed 49% of the loans outstanding, all loans over $4 million, all watch list loans over $500,000, all special mention and substandard loans, and all loans in the office space, hospitality, and recreation industries. Concluding our remarks, page 11 shows that we believe this opportunity checks all the boxes we've outlined on our earnings calls previously and is aligned with the long-term strategic priorities we set for ourselves internally. With that, I'd now like to ask the operator to open up the line for any questions you may have. Our first question comes from Daniel Tamayo with Raymond James. Good morning, guys. Good morning, Danny. Hey, Danny. Maybe we can first talk about the deposit base for Prudential, you know, the assumptions that you're using in terms of any repricing or replacing of those deposits, and then the timing around how quickly that may happen. Sure, Dan. Good morning. It's Mark. Their time deposit book is about $235 million, and that has a cost just on that CD book of about 2.6%. That's a mix of both, you know, kind of core customers as well as some wholesale CD customers they have as well. About 70% of that is going to be repricing between now and when the deal closes. The assumptions that we have for 2023, for the first full calendar year of combined operations, we think that the book will lower a little bit. We expect there to be about 80% retention. On an average balance basis, it's gonna drop from $235 million down to about $210 million, but the cost is gonna drop from 2.6% down to approximately 90 basis points. In that 90 basis points assumption, we do have assumed between 2022 and 2023 that there would be four rate increases, and then what we believe is a corresponding conservative deposit beta that we built into the repricing of that CD book. We have factored in, you know, potential rising rates, but we think that there will be a good opportunity for that deposit book to lower. Okay. All right. That's helpful. Just to make sure I'm understanding this. About $25 million from the 2.35% down to 2.10% of CDs that you're gonna let go, if I understood that correctly. The rest of the deposit book, you're basically planning on keeping on and continuing to fund their loan portfolio? That's right, yeah. The 2.35%-2.10%, I mean, it's not really, you know, deciding to keep. It's really, you know, there's assumption as to what kind of, you know, roll rates, you know, what we will see from their existing customers as we reprice that portfolio lower. Okay. All right. No, that's helpful. Maybe on the other side of the balance sheet, if you could just talk about their loan portfolio and how that is expected to react to rising rates, you know, assuming your four rate increases you just mentioned? Yeah. We have assumed when you strip out both when you have the CD book you know come down and reprice a little bit, but also the other thing, Daniel, is that they have about $210 million of FHLB advances which are at about a 2.50 rate. We've also assumed that we would pay off that FHLB portfolio and also then sell off about $100 million of their bond portfolio. The net of those two items you know would have an assumption of using cash. Again, we've assumed that by closing that the cost of that cash would be about 50 basis points higher than it is today because we're assuming two rate increases here in 2022. In terms of the loan portfolio, you know, once you strip away the wholesale components of that balance sheet, this is a balance sheet that is a lot more neutral. You know, we would anticipate that their loan book, you know, would, you know, react favorably to, you know, a rise in interest rates, but not as much as our core balance sheet would, which is more asset sensitive. Okay. All right. Relatively neutral on the loan side. Thanks for all that detail on the payoffs. I'll step back. Thanks for all the color. Thank you. Our next question comes from Frank Schiraldi with Piper Sandler. Morning. Hey, morning, Frank. Hey, Frank. Just on the projections you give in the slide deck, you talk about the purchase price being I think about 16 times 2022 expectations. So I guess on a standalone basis, you look at Prudential as being able to earn you know over $1.10, somewhere around there, $1.10 $1.15 in EPS. Just wondered if there's any color you can give, any detail on assumptions there you know in terms of either whatever the expense base or NIM, any color on that front. Yeah, sure, Frank. Knowing that, you know, your firm was the one analyst who actually covered this company, so I was saying you'd have a vested interest in this. You know, when you look at, you know, your estimate for 2023, or where the company is currently tracking, on fourth quarter annualized or, 2021 full year, you know, you get a number that's somewhere between $6.5 million and $7 million. Well, then if you just focus on the three items I just mentioned, you know, the sale of their bonds, which is gonna take off, you know, after tax about $1.9 million, it deducts from that. Paying off the FHLB advances net of tax adds back about $3.3 million. The repricing of their time deposits by 2023, which I just explained, that adds about $2.8 million after tax. You know, we think that sort of the core earnings of the company once you go through that balance sheet restructuring, you know, goes from that $6.5 million-$7 million range to some number closer to $11 million to just a little bit north of $11 million. Okay. That includes the balance sheet restructuring. Okay. That's helpful. It does. Yep. On that, in the slide deck, you talked about the price tangible book, the adjusted price tangible book of 1.2x, adjusted for some anticipated litigation expense, I think, before close. Is that? I know they had one large credit that had been non-performing, had been in litigation for some time. Any color you can give there? Is that related to that credit? And you know, should we assume that'll get cleaned up then by close? Yes, you can assume that. That was, you know, something that we were all over in our due diligence, certainly. You know, when we negotiated the transaction, we, you know, wanted to make sure that they would negotiate and come to a settlement, you know, which was actually, you know, I think today filed, you know, by the company. You know, you should be able to see that settlement, you know, out there in the public domain. That was something that was very important to us, and that contingency was lifted. There was a cost to it, you know, but we think it was important to clear the decks on that in order to make this transaction happen. Great. That's baked into your tangible book dilution. Exactly. That's it. Yeah, yeah. That additional settlement of $8.3 million is the difference between the 1.1 x versus the 1.2 x, you know, a lower assumed adjustable tangible book adjusting for that settlement. Great. Okay. Thanks, guys. Thank you. You bet. Our next question comes from Chris McGratty with KBW. Oh, great. Good morning. Hi, Chris. Phil, or team, the billion-dollar deal is certainly at the low end of what you've been talking about, understandably, given it's your first deal in years. How do we think about subsequent capital priorities? Seems like the buyback would be on hold u ntil you close. Once you get through it's a pretty plain vanilla deal. I'm just interested in kind of capital priorities in the back half of the year. Thanks. We still think we have capital that we would like to put to use. Buyback certainly will be back on the table depending on how attractive they are at the time. You know, we'll, if strategic opportunities come along, we'll continue to look at them. If I could just ask a follow-up. In terms of, you know, kind of the opportunity set that's available, I guess, Phil, how would you characterize what's available from an M&A perspective, today? Today I would say that there are not a whole lot of deals that are out there, but, you know, stuff pops up when you least expect it. Okay. Great. Thank you. Our next question comes from Russell Gunther with DA Davidson. Hey, good morning, guys. Good morning, Russell. I wanted to focus on the commercial opportunity in Philadelphia and just get your sense for, you know, pro forma, do you have the team you need to grow the way you wanna grow? Would you expect to, you know, continue to look to add talent going forward? Yeah, Russell, it's Curt. We certainly wanna continue to add. You know, we built the team from scratch four or five years ago. We view this as just accelerating the revenue and the market presence that we have. We will continue to add talent. We're glad to welcome the Prudential team, but it gives us an opportunity to continue to add talent, just from a hiring and attracting new commercial bankers and wealth. We think wealth is a great opportunity in the market, and it creates a lot more customer base and a lot more financial footings and financial centers to grow from. That's great. I appreciate the thought there. Switching gears, guys, on the expense saves, just any help in terms of how you expect that to break down? I know you had mentioned the similar systems, but any other color in terms of the drivers of those cost savings? Yeah. It would be what you would expect. You know, I think, Russell, for any deal of this size, you know, there are gonna be savings, you know, around certain duplicate positions. You know, but I would also say that, you know, as a company, we're running, you know, higher vacancy than what our historic long-term average has been. So there's, you know, we hope that for Prudential, you know, team members who, you know, who may have a role change, that there would be a role for them in the organization. You know, beyond that, you know, looking at contracts, you know, looking at professional fees, et cetera, you know, gets you to that number. Okay. Great. Last one for me. In the deck, you know, you call out that this transaction is not disruptive to internal initiatives. You know, maybe that was the M&A conversation you just had, and if so, you know, are you suggesting you could if the opportunity arrives or would announce another transaction while this is pending? Or perhaps any color on what type of internal initiatives you're referring to if it's not M&A related. Well, regarding M&A, I think we could, but again, there's certainly nothing on the table right now. We have a number of technology initiatives that are in process that we do not think this will slow down or hinder those additions. Okay. Got it. Well, Mark, Phil, Curt, thank you guys for taking my questions. That's it for me. Thank you. Thanks, Russell. Our next question comes from Matthew Breese with Stephens. Good morning. Good morning, Matt. Two-parter. On the FHLB advances, what's the cost to pay that off, and is that included in the $16.5 million deal charge? Secondly, as we think about, you know, restructuring the balance sheet, what is the pro forma net interest margin when all is said and done? You know, how should we think about integrating the margins and therefore NII on day one? Yeah. The FHLB, you know, made call on that is about $5.5 million. That is assumed, you know, in all of our deal analysis, Matt. With respect to the margin on a go-forward basis, their margin would come in, much closer to being right on top of ours. You know, with a balance sheet that's only about 3% of ours, I would tell you that, you know, the kind of pro forma, you know, margin then really wouldn't be impacted by this, it would just kind of sit right on top, you know, of whatever you model for us on a core basis. Got it. Okay. I'm sorry if I missed this. Is there a CECL Day Two Provision? If so, you know how much? Yeah. The accretable yield on this, the total CECL mark is 1.86, which is about $11 million. You have, it's a 81/19 split between non-PCD, PCD. The double count portion of that provision is $8.9 million, which, you know, that's what then creates, as I referenced, in my prepared remarks, the difference that you see between, you know, earnings and margin next year. Margin is impacted by 1 basis point from that accretable yield, which is accreting that $8.9. Then, it's about $0.01 to EPS. Perfect. Very helpful. Okay. Just thinking about the loan portfolio, are there any aspects to what you're acquiring that you don't expect to grow or to be in runoff mode? Just wanted to get a sense for, you know, how much of that portfolio you intend to keep and grow. Yeah, Matt, I mean, we did extensive due diligence, so we think we understand the portfolio, well. There probably are certain things that we will, we'll just let run off and not originate, you know, a few out-of-market things and things like that as an example. It's really not material to the portfolio. The overall portfolio, we were pretty pleased with and look to maintain that and again, have that as a good base to grow, you know, in a consistent manner like we have. Got it. Okay. Just last one for me. You know, obviously you guys are over the $10 billion threshold and have been for some time. As you bring Prudential over $10 billion, you know, from a fee income standpoint, what's the lost interchange? Yeah, we had factored it into our model. It's a small number, $200,000. About $150 thousand. Yeah. Yeah, $150,000. Thanks, Matt. Perfect. That's all I had. I appreciate you taking my questions. Thank you. As a reminder, if you'd like to ask a question at this time, that is star then one. Our next question comes from Eric Zwick with Boenning & Scattergood. Hey, good morning, guys. Good morning, Eric. Eric. My line dropped a little bit there earlier, so I apologize if I ask a duplicate question. One follow-up to clarify. You talked about the opportunity to improve Prudential's funding base, and just wanna make sure that is included in that 3.5% EPS accretion to the 2023 estimates. Is that correct? That's correct. Okay, great. Wondering if you could provide a little bit of detail into Prudential's construction lending portfolio. I think it's about 28% of their total book, just in terms of the mix of project types. Additionally, as you kind of take on Prudential and go forward, do you expect to, as those projects mature, kind of move those to permanent on your books or what your thought process for the strategy of managing that construction book going forward? Yeah, Eric, great question. In due diligence, we looked at all those projects, wanted to be comfortable that they're in line and consistent with what we do. We were pretty pleased at the consistency there. They're predominantly in market and we were comfortable with it. We don't see any significant changes in that what we do as our core business with what they have been doing. Got it. Appreciate the color there. That's all I had today. Thanks, guys. Thank you. Thanks, Eric. That concludes today's question and answer session. I'd like to turn the call back to Phil Wenger for closing remarks. Well, thank you, everyone again for joining us today, and we hope you'll be able to be with us when we discuss our first quarter results in April. This concludes today's conference call. Thank you for participating. You may now disconnect.