MidWestOne Financial Group, Inc.MOFGNASDAQ
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Van: Thank you for standing by. My name is Van, and I will be your conference operator today. At this time, I would like to welcome everyone to Nikolay Bancshares Inc. Merger Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. I would now like to turn the call over to Mike Daniels, Co-Founder, Chairman, President, and CEO. Please go ahead.
Mike Daniels: Thank you, and good morning to everyone for joining us today to discuss Nikolay Bancshares' acquisition of MidWestOne Financial Group, Inc. My name is Mike Daniels, I'm Co-Founder, Chairman, President, and CEO. Also joining me on today's call from Nikolay are Phil Moore, our Chief Financial Officer, and Brad Hutchins, Executive Vice President, Chief Credit and Risk Manager. In addition, Charles N. Reeves, CEO, and Barry S. Ray, CFO of MidWestOne Financial Group, Inc. are on the call with us. After market closed yesterday, we issued a joint press release announcing Nikolay's agreement to acquire MidWestOne Financial Group, Inc. We've also provided an investor presentation that can be accessed either on the Investor Relations section of our website or as part of our 8-K filing on this announcement. I would like to start off by saying how excited I am to announce this partnership with MidWestOne Financial Group, Inc. As you know, MidWestOne Financial Group, Inc. is a strong, growing, and well-run community bank headquartered in Iowa City, Iowa, with 57 locations throughout Eastern and Central Iowa, the Twin Cities, parts of Wisconsin, and Denver. As of 09/30/2025, it had $6.2 billion in assets and adds over $3.4 billion in assets under management to the combined franchise. Page seven of the investor presentation provides an overview of MidWestOne Financial Group, Inc. and the markets it serves. Before we discuss the details of the transaction, I want to take a step back to where Nikolay was after our last acquisition in mid-2022. We had then completed three acquisitions in eighteen months and had doubled the size of our balance sheet. Shortly thereafter, interest rates began to increase sharply and quickly, and within six months, everyone was questioning the viability of community banking following a few high-profile regional bank failures. This period shined a light on unrealized losses in the vast majority of banks' investment portfolios. While this period impacted Nikolay as well, we were one of the very first banks to reposition our balance sheet. In 2023, we recognized then that to get back to the business of being who Nikolay truly was—a growing, highly profitable community bank—we needed to act quickly, which we did by selling $500 million of U.S. Treasuries. That action, coupled with paying down higher-cost funding, positioned Nikolay in the best way possible. At the time, I said that this move was consistent with Nikolay's long-term thinking mindset and that it should quickly get us back to our position of producing top quartile shareholder profitability metrics. I even spoke to The Wall Street Journal about this. While we did not know this at the time, we ended up being right. The repositioning resulted in ten straight quarters of improving or holding our net interest margin and ten quarters producing an ROAA and ROATCE that placed us in the top quartile, if not top decile, of publicly traded community banks. Also, during this period, we took a pause from M&A to integrate our past acquisitions and prepare for the next challenge of crossing the $10 billion in assets threshold. Granted, the market helped with that pause as bankers were trying to understand how to deal with unrealized losses as well as the volatility in the markets. However, knowing our balance sheet was rock solid and we were on an upward trajectory, we were able to integrate these banks into our culture as well as make a number of investments to prepare us for the next acquisition that would likely bring us over the $10 billion mark. During this period, a number of you would ask us about our M&A strategy, knowing it wasn't a matter of if but when. We were consistent in our message that we wanted to be very intentional about the next bank we partnered with. We were not looking to acquire to just get bigger, but we wanted to find a bank that also made Nikolay better while also providing us with the needed scale to offset some of the costs and revenue hurdles that came with passing the $10 billion mark. At the same time, we didn't want to use our currency just because we could, as many investment bankers reminded us. Investors have long rewarded Nikolay with a well-earned premium valuation compared to many of our peers. This premium is a result of top quartile to top decile profitability, consistent asset quality, and a core funded and transparent balance sheet. Our shareholders earned this premium, and we were not going to just give it away for the sake of doing the deal. I am pleased to say that our collective patience has paid off, and we are thrilled to partner with the team at MidWestOne Financial Group, Inc. I got to know Charles N. Reeves shortly after he became CEO three years ago. We have stayed in contact since then, often seeing each other at conferences and events. As many of you know, MidWestOne Financial Group, Inc. had many of the same challenges that banks around the country had, and that they had a robust investment portfolio that had significant unrealized losses, which was dragging on margins, profitability, and ultimately their stock valuation. I applaud MidWestOne Financial Group, Inc.'s Board of Directors, Charles N. Reeves, Len D. Devaisher, Barry S. Ray, and the entire MidWestOne Financial Group, Inc. team for steering the company through this period and making a difficult decision a year ago to raise the necessary equity to then reposition the balance sheet. You saw over the past several quarters, this action vastly improved MidWestOne Financial Group, Inc.'s profitability, and we believe they are in the upward swing going forward. What you have now are two banks with very complementary and transparent balance sheets that, when combined, will be positioned to be one of the largest and most profitable community banks headquartered in the Upper Midwest. Page 12 of the investor deck shows our loan and deposit portfolios side by side. You will notice very little difference between the two. What you see combined is a diversified loan portfolio and a core funded deposit base. The combined loan-to-deposit ratio of 85% allows us to continue to focus on organic growth while we integrate the two banks and cultures. It also positions us well for future M&A going forward. As you can also see from the investor presentation, the deal is financially attractive to both shareholders of Nikolay and MidWestOne Financial Group, Inc. From Nikolay's standpoint, the pricing aligns with past acquisitions we have completed. It offers full-year fully phased-in EPS accretion of approximately 35% to 40% and is only slightly dilutive to our tangible book value per share, resulting in a negligible earn-back period. Additionally, the pro forma company is expected to produce peer-leading profitability metrics, as you can see on page 10. While there is significant accretion math in those figures, I expect the combined core profitability of the company to keep us well within the top quartile of publicly traded banks we've been accustomed to being part of on a quarterly basis. While our 2026 expectations do not account for the impact of Durbin, which is estimated at roughly $8.5 million, future expectations only assume 25% cost savings, a number that we think is conservative by industry standards. Likewise, we do not model any revenue synergies yet have identified several, including throughout wealth, commercial, and ag. MidWestOne Financial Group, Inc. will double our branch footprint and bring us in Eastern and Central Iowa. The markets of Iowa City, Dubuque, and Muscatine are all markets where we have a number one or number two deposit share position. They are very similar to our current markets like Green Bay, Eau Claire, Appleton, and Marquette, Michigan. They are all vibrant markets with growth potential, but also markets where we can easily matter in something that is at the foundation of why we exist. Now, some of you may question the position in the Twin Cities, as to date we have largely avoided larger metropolitan markets. However, we have always stated we wanted to be in markets where we can matter, and that we struggled to enter larger metro markets without a sizable acquisition that will allow us to matter. Well, MidWestOne Financial Group, Inc. does that in the Twin Cities. With over $1.2 billion in loans and deposits and 15 branches, we have the perfect opportunity to matter in the Twin Cities. Now, there is plenty of room for growth in that market, and M&A may play a part in that growth. But in the short term, we are excited to introduce the Twin Cities to community banking the Nikolay Way. Denver also presents an opportunity and remains one of the fastest-growing markets in our footprint. Mattering in Denver will require additional scale, it is something we have talked with the MidWestOne Financial Group, Inc. team about and are excited to evaluate going forward. Let me highlight our diligence, as Page 13 of the investor deck has much more details about that process. As we have been in one-off negotiations with MidWestOne Financial Group, Inc. for the past couple of months, we have been able to complete a comprehensive and exhaustive due diligence process. Specifically, as it relates to our credit diligence, we reviewed in excess of 70% of the commercial and ag credits, including over 95% of criticized and watch balances. As a reminder, we do all our own credit diligence during this process, and as such, we do tend to be tougher graders on credits we didn't originate. Lastly, I want to touch on our integration plan, as it will deviate from what we have done in past acquisitions. In the past, we closed and converted all systems the same weekend. This allowed us to achieve cost savings much quicker as well as begin the cultural integration from the start. Given the timing and size of this merger, we expect to follow the script of most other companies. At this point, we are targeting a legal closing in 2026, followed by a systems conversion during the summer or early fall. As a result, we have only modeled 50% of the cost savings in 2026. In closing, I want to emphasize how excited I am by this partnership. I have gotten to know Charles N. Reeves, Len D. Devaisher, Barry S. Ray, and several other members of the MidWestOne Financial Group, Inc. team and Board over the past months. From the start, our discussions have been collaborative and transparent, and both sides have kept employees, customers, and shareholders in mind with their actions. There are many cultural similarities between us that allow me to believe Nikolay Bank's shared success model, which is built on the mutual benefit of its three core groups—customers, employees, and shareholders—will continue going forward. I'd now like to turn it over to Phil Moore, our CFO, to share some thoughts on the deal metrics. Phil?
Phil Moore: Thank you, Mike. I echo your sentiment and excitement for this merger. Let me highlight a few of the financial metrics of the transaction as well as the forecasted financial results based on current analyst estimates. The transaction structure can be found on Page six of the investor presentation. MidWestOne Financial Group, Inc. shareholders will receive 0.3175 shares of Nikolay for each share of MidWestOne Financial Group, Inc. in this all-stock transaction. Based on Nikolay's Wednesday's closing price of $130.31, the implied per share purchase price is $41.37 for a total transaction value of approximately $864 million when you include MidWestOne Financial Group, Inc.'s outstanding shares and restricted stock that will fully vest. The purchase price is approximately 166% of tangible book value and 11.5 times MidWestOne Financial Group, Inc.'s consensus estimated earnings per share for 2026. And while the one-day stock premium appears high by comparable standards, I should point out that the pay-to-trade ratio of roughly 0.71 is among the lowest of transactions this size over the past several years and is also consistent with the handful of past transactions reflecting Nikolay's premium valued currency. We believe the pro forma financial metrics are compelling to our existing shareholders. As noted on Page nine of the investor deck, on a pro forma basis for 2026, we are modeling fully phased-in EPS accretion of 37%. There is very minimal dilution to our tangible book value, and as such, the earn-back period is largely negligible. This includes all merger-related charges. Clearly, the pro forma earnings include significant accretion from the interest rate marks that will be amortized over the next few years. However, we still anticipate core EPS accretion in the high single digits, which excludes the accretion math. On a pro forma basis as it stands today, Nikolay shareholders will own approximately 70% of the combined company, with MidWestOne Financial Group, Inc. shareholders owning the remaining 30%. We expect the combined company to have a higher percentage of institutional ownership and believe all shareholders will benefit from greater liquidity in our stock going forward. Let me quickly address some of the significant financial modeling assumptions that you'll find on Page 16. We are modeling approximately $38 million of pre-tax cost savings, or roughly 25% of MidWestOne Financial Group, Inc.'s core non-interest expenses, with 50% of that being realized in 2026 given the likely later integration date. We are expecting deal-related costs of approximately $60 million on a pretax basis, which include many larger ticket items, like change of control contracts, contract cancellation costs, and professional fees. We expect to take a 1.65% all-in credit mark on MidWestOne Financial Group, Inc.'s loan portfolio and exclude the CECL double count that was eliminated by FASB earlier this year. Our other fair value marks include a $125 million interest rate mark to the loan portfolio that we will accrete back into earnings over 2.25 years, $73 million in unrealized available-for-sale investment loss portfolio already accounted for in equity to be accreted over 3.5 years, and approximately $9 million in interest rate marks on funding liability amortized over the remaining lives of those instruments. Finally, as Mike mentioned, we estimate an $8.5 million negative impact to our interchange income going forward beginning in 2027 as a result of crossing the $10 billion threshold. Approximately 80% of additional expenses associated with crossing the $10 billion threshold are already included in our core expense run as we've been preparing for this transition. So we don't believe we have any remaining significant investments to prepare to make that hurdle. Finally, let me address capital. Our pro forma CET1 ratio is forecast to be 10.5%, with a TCE ratio of 8.4% at close. Our strong earnings on a standalone and pro forma basis allow Nikolay to grow its capital quickly, so there will not be any need to raise subordinated debt or equity as part of this transaction. However, we are evaluating our options given the excess liquidity the combined company will likely have and may use that to pay down some higher funding costs, thus shrinking the balance sheet and nominally boosting our capital ratios. With that, now let me turn it over to Charles N. Reeves for some remarks.
Charles N. Reeves: Thank you, Phil and Mike. First, I want to thank and express my extreme gratitude to our MidWestOne Financial Group, Inc. team for their commitment to our customers, to one another, and to getting better these last few years. We transformed our organization for the good while maintaining our award-winning culture. And on behalf of our team, we are extremely excited to be joining Nikolay Bank. As Mike mentioned, we've known one another for three years, and we and our organizations share similar mindsets and values. We both have an extreme focus on team and customer as we create shared success. And we both absolutely abhor mediocrity. It's rare to have two organizations, both in an upward performance trajectory, come together. Well, that's what we have here today. We cannot wait to help build the combined Nikolay into the best midsized bank in the Upper Midwest. We look forward to making that a reality for our team, our customers, and the communities that MidWestOne Financial Group, Inc. has served so well for decades.
Mike Daniels: Thank you, Charles N. Reeves. As you can tell, we are all thrilled about this combination and what the future holds. We pride ourselves in our long track record of seamless and timely closings and integration and fully expect the same experience with MidWestOne Financial Group, Inc. Our plan is to continue to remain opportunistic yet disciplined when it comes to future M&A. Both legacy Nikolay and MidWestOne Financial Group, Inc. shareholders can rest assured that we don't take your investment in our company for granted. Our combined Board and management team remain committed to keeping Nikolay who it always has been—a strong, growing community bank that matters to its employees, customers, and shareholders. That concludes our prepared remarks. Now we welcome your questions at this time.
Van: Your first question comes from the line of Brendan Jeffrey Nosal from Hovde Group LLC. Please go ahead.
Brendan Jeffrey Nosal: Hey, good morning everybody. Hope you're doing well. Maybe just to start off here, Mike, one for you. I think over the years, I've probably lost the count of the number of times you've said the words, lead local to me and how Nikolay asked the are in your communities. It sounds like for the Twin Cities, there's a definitive commitment there. Denver sounds like it's a little bit more up in the air. Maybe just unpack your thoughts on Denver a little bit. And how you evaluate the potential investment needed there versus maybe stepping back from that market?
Mike Daniels: I think it's the second inning of a baseball game. We look forward to looking at it. Don't really have a lot to unpack there yet. But what I can tell you is consistency matters. And lead local matters and mattering matters. And look forward to looking at all of that, but I don't have by any means at this time, set a set direction or expectation other than what has been the consistent team, as you mentioned, to our history.
Brendan Jeffrey Nosal: Okay. That's fair. Maybe turning to a little more conceptually, just the idea of culture. I think this is the first time you've done a deal where you had to hop on a plane to visit the markets that you're acquiring and getting into. Do you guys go about maintaining your culture let alone export it to some extent to places like Iowa City, Des Moines, and the Twin Cities just given that increased distance?
Mike Daniels: It's five hours and fifteen minutes by car to Iowa City. It's about three point five hours to Minneapolis. Maybe four by car, but yes, can get there via airplane too. I think as in every deal, right, I it's a long way to Sault Ste. Marie, Michigan and Traverse City, there was a big bond in the way. When we did that. So it's intentionality and transparency in all we do in our communication. Right? And it's at every level of the organization. It's a commitment as to why we show up across the footprint. Wherever that footprint is, every day to matter to customers, matter to community, matter to one another and create that shared success which are belief has been, if we do that, do that exceptionally well, we'll produce top quartile, if not top decile shareholder results and performance. We've proven that thesis over the over our history and continue to do it again. It requires intentionality, right? But more than words, it has to be seen in our actions. But as with anything we've done, that is as big as the systems part a critical piece of the integration. Having people understand what that means and living that I think the two cultures align in certain ways, but never our two cultures exactly the same. But I think we have a really good start basis to start from and how they approach relationship banking and mattering in the markets in which they operate. Okay. All right. Thanks.
Brendan Jeffrey Nosal: I'm going to sneak one more in there. Just to Nikolay, your own results for the quarter, which were quite strong. I think margin expansion was a big driver of this quarter's strength. Can you just offer a little color on how you expect your core margin to behave over the next few quarters? With coming rate cuts in store before you layer on the impacts of MidWestOne Financial Group, Inc.?
Mike Daniels: Sure. Think when we talked at the end of the second quarter, my thought would be be we expected doing our back book repricing and our deposit deposit positioning, to continue to go up. I didn't see 14 basis points for the quarter, but we had we had really nice deposit growth back end repricing was solid that got us there. There's no real there's no real additional accretion from anything in there that that's a pretty solid quarter number. With a couple of rate cuts, And I would hoping to stay flat. We might get a give a bip or two back here at year end. And then it'd be shampoo effect, Brendan, where I think the typical margin movement we have seen over the last couple of years depending on the deposit outflow in the first quarter, and what that looks like. Year over year. This year, it wasn't as bad. So our margin was stronger and held in there. But I don't expect I definitely don't expect us to give a lot of ground back. New asset generation remains solid. But I definitely think a win for us is to try to deliver a fairly flat margin in the fourth quarter.
Brendan Jeffrey Nosal: Okay. Fantastic. I appreciate you guys taking the questions.
Van: Our next question comes from the line of Terence James McEvoy from Stephens. Please go ahead.
Terence James McEvoy: First off, Mike, congrats to you and your team and same to you, Charles N. Reeves. And thanks for addressing the questions on culture, that topic. Definitely came through your earnings release last night. Couple of questions, maybe first one on the MOFG side, there's been an upgrade of talent within commercial banking, private banking and I'm sure others. Could you just talk about retention of some of those new hires? Then MidWestOne Financial Group, Inc. has also invested in digital. Any of those tech or digital upgrades kind of complement Nikolay going forward? And then the last one there, any lines of business kind of especially lending businesses come to mind? Any of those maybe don't complement Nikolay on a pro forma basis?
Mike Daniels: Yes. I mean, I'll jump on that in Charles N. Reeves can jump in. I think retention of people is key. The lack of overlap definitely helps in that matter. So I would expect us to I don't know if you're here and on the revenue side, given the opportunity on what this combination provides, why you wouldn't want to be a part of it. But we're very focused on that, both on Nikolay and MidWestOne Financial Group, Inc. side. Talent is the key. That's the first one. The second one, I think the technology improvements they've made are areas that we are we're just looking at. So the ability to look at those and see how those marry up are part of the integration process and plan. The teams have already started looking at I mean, there are more like vendors that unlike vendors. And providers in this deal that that are being looked at and examined. So I don't think there's a lot of upheaval or disruption there. It feels good. What was the fourth one? What was the third one, Terry? Yes.
Terence James McEvoy: Business ones.
Mike Daniels: I mean, I think both companies are fairly chocolate and vanilla, right? I mean, we do common things uncommonly well across our footprint. So there's no national real national line of business that that either of us do. We do things that matter in the markets we serve and take advantage of the opportunities in those markets to bring a relationship banking focus. So I don't expect any major any major changes there. I think the approach to C&I lending and relationship banking regardless of the asset classes, first and foremost. Right? And you've heard me say it, all of you have heard me say it time and time again, it's not about the loan, it's about the relationship. We don't make loans. We invest in relationships regardless of the asset class. Or what we do. And I expect that message to carry the day and carry through in the combined company. I don't know, Charles N. Reeves, if you want to jump in and add anything to those.
Charles N. Reeves: Yes. You articulated well, Mike.
Terence James McEvoy: Okay. Thanks, Mike. And maybe a quick one for Phil. When I pulled the call reports, see $25 million of pre-tax interchange revenue over the last year and that's at both banks. Just so I'm clear, $8.5 million of pretax Durbin impact a, that's both companies and that's the non-credit card interchange revenue part that I'm unable as an outsider to separate?
Phil Moore: That is correct, Terry. That is the reason that your number may have thought differently at first, but that is correct.
Terence James McEvoy: Okay, perfect. Thanks for taking my question. Back into the math there.
Phil Moore: Perfect. I'll do just that. Thanks. Thanks for taking my questions.
Van: Good to talk to you. Our next question comes from the line of Nathan James Race from Piper Sandler. Please go ahead.
Nathan James Race: Hey, guys. Good morning. Thanks for taking the questions and congrats on the deal as well. Mike, going back to your comments around the Twin Cities, obviously, MidWestOne Financial Group, Inc. has invested in some production talent, given some of the M&A related disruption within that market recently. Curious to what extent you can accelerate some opportunities to gain market share in the Twin Cities by deploying the model that's obviously been really successful in Green Bay over the last two point five decades or so at your franchise. And just how you see the overall kind of organic growth of the company trending on a combined basis?
Mike Daniels: Yes. I think I look forward to that and think that's the opportunity, right? But as I said, earlier, in the context of how we do it and how we look at the world relationship. Relationship based, what's the opportunity, what's the depth of relationship, how can we matter. I think that we can and will. I think the talent that MidWestOne Financial Group, Inc. has been able to add across its footprint things that way. So I look I look forward to that. Okay. I look forward to hearing from them and the teams as they pull it together to say, this is what we think we can do. As you know, the primary and driving focus from a commercial standpoint is always on C&I. If it's CRE, it has to be relationship based. Transactions don't work. Not a fan of them. We never have been. But where there's a relationship, we want to matter and will. So I think the two aligned nicely and look forward to what we can do across the footprint. Right? Not just there. Throughout Iowa, Denver, and the Minnesota marketplace. Got you. Then Well, as long as continue to do what we do in Wisconsin, and Michigan. Understood. Makes sense. And then is there any anticipation that some of the cost saves from the integration could be reinvested in some production hires, whether it's in the Twin Cities, Denver, and some of the Iowa MSAs that you'll be adding? Or do you feel pretty good about some of the production capabilities that are coming over? From MOFG. I feel really good where we are. Right? I think I think we're positioned well. I think we I think I mean, we did want to come in with some big hairy cost save number that made the deal look we did things in typical Nikolay fashion as real as they can be transparent. But I feel good about talent across the footprint and the leadership. Delivering that talent and have high expectations as I do for for our legacy legacy revenue and relationship people. Got you. And if I could just sneak one last one in. Obviously, it's a pretty big integration here. Adding one of the biggest retail franchises that you have in your previous deals. And the Nikolay brand probably isn't too well known across Iowa. So just curious if there's any changes or differences in kind of your integration playbook as you look forward in terms of how to integrate MOFG and just ensure kind of seamless retention across the deposit franchise in Iowa?
Mike Daniels: Yes. I think as with everything, I think that's people focused, that's people delivery. Right? There's not a lot of overlap. But the matter to customer, to community, matter to one another and share success environment, they only works if it's real and it's got to be real on the street. So the introduction and retention about shared success has got to be delivered by the folks in the markets. I know you've heard me say there's not much I can do from Green Bay, Wisconsin. To make us matter in the footprint if our people don't believe that they matter. That they can't prove that out in the relationships and in the communities. I think it's very solid across the Nikolay legacy footprint as well as the MOFG footprint. And I fully expect that's a challenge to the people. I expect them to carry the day on the relationship because that's what matters. Okay, great. I appreciate all the color. Congrats again guys. Thank you.
Van: Thanks, Dave. Thanks, Dave. Dave. Our last question comes from the line of Damon Paul DelMonte from KBW. Please go ahead.
Damon Paul DelMonte: Hey, good morning guys and congrats on a very exciting announcement both organizations. Just wondering, Mike, are there any like products or services, either on the Nikolay side or the MidWestOne Financial Group, Inc. side where you see opportunity to leverage the expertise from one side or the other to create greater synergies?
Mike Daniels: I mean, the revenue enhancement, the largest opportunity might be on across the wealth book. And across the customer base. We do as you know, employee benefits are part of our makeup. And across the MidWestOne Financial Group, Inc. platform, they don't have that offering. We look forward to bringing that to the customer base, the C&I customer base and enhancing that rollout. That's a $9 million under management I think there's tremendous amount of upside. But I think both companies do common things uncommonly well, right? I mean, it's relationship banking and relationship focus at its finest. How can we matter across the whole wealth of revenue lines to each customer and at each community. So I don't know that there's any special, special sauce other than what both companies do really well. And then show up, get after it matter in their markets and deliver top notch relationship based service with the customer always the focus and mattering in the markets. And the customers understand that and look at it in the same lens of shared success that business is personal. It is personal to our customers. We know that, so it's personal to us.
Damon Paul DelMonte: Got it. Okay. And then could you just go back to your comments from a previous question on the Denver part of the footprint. Were you saying that you're evaluating the strategy there? It's like you're going to maybe look to invest more way of like de novo or potentially future M&A? Or is this an area that you may ultimately decide is not the best fit for the footprint? I didn't quite hear what was said there.
Mike Daniels: That's exactly what I said. All of those things, right? I mean, what I said maybe in a convoluted way is I don't know, and I look forward to looking at it. I think it's an exciting market. And we just got to look at how it fits in, right? I mean, probably the biggest thing that can't get lost everyone gets all excited is first and foremost, relative to the and communities showing up and getting after it mattering, But secondly, I mean, what it means to the shareholders, we are always going to look at this from the lens of the shareholder, right? I mean, it's I sound lost on you, Damon, that we're still a founder driven organization and it's still you know, 95% of my of my of my family's worth and wealth. So everything we do and every way we look at it, on both sides is through the lens of the shareholder. And what is the best course of action and I think some of that's part of the reason we don't let median slip in our conversations. Right? We expect top quartile, top decile, and we expect to deliver that as a result of the reason and why we show up every day and what we do. And the reason isn't to produce the shareholder results. That's our responsibility. Reasons to matter in the markets and as a result of the depth of that, we will deliver those top quartile, if not decile results to the shareholders. Because it matters and we understand that. So we'll always take a look we'll always look at every opportunity in the in in the lens of the three circles. And as you know, we want those circles to have as much overlap as possible. But it's not bigger. Bigger isn't better. Better is better. And we'll always look at what better means.
Damon Paul DelMonte: Got it. Okay. And then just lastly, just from a modeling standpoint, believe the slide deck to the illustrative example there was a three thirty one. Is that that's reasonable for us to assume in our our models when we go to layer in the transaction?
Mike Daniels: It is she. Yeah. Her Rezak's telling me yes.
Damon Paul DelMonte: Okay. Got to be right then. Okay, great. That's all that I had. Thank very much for
Mike Daniels: I mean, we're going we're kind of vague there, but I mean, know us. We're going to do things in Nikolay Way and try to get this thing to and roll and to the extent we can and but we also understand we're not in control of everything, but I mean, the goal is that, Damon, is to get it closed by then.
Damon Paul DelMonte: Okay, great. Okay, that's all that I had. Thanks a lot. Appreciate it.
Van: I will now turn the call back over to Mike for closing remarks.
Mike Daniels: Thank you. I appreciate everyone who attended the call today and can't tell you how we look forward to bringing these two companies together in the success that I think it provides across our footprint. As I just finished saying, be focused on the three circles of customers, employees, and shareholders and the overlap in the shared success environment. It sounds simple, yet it takes focus and commitment to make happen. And and and I think our track record speaks well for what we've been able to do. But our expectation at the end of the day is this combined entity will be a top quartile, it's not just out performing company delivering exceptional shareholder returns. Hopefully, you've seen it if you've been a Nikolay shareholder. Over the past ten quarters as to where we're headed. There is absolutely that expectation that, that will happen here again. We don't take the work involved for granted. We take the cultural integration or the systems integration for granted. But we will get after it and we appreciate your investment. We take it seriously. And if there's ever any questions or additional follow-up, please reach out. On behalf of Charles N. Reeves, Barry S. Ray, and their entire organization, as well as Nikolay, thank you for being part of the call and we look forward to talking to you more.
Van: Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.