Frederick County Bancorp — Merger or Acquisition (December 2019)
12 slides from Frederick County Bancorp's merger presentation, Dec 23, 2019
Slide 1: ACNB Corporation
ACNB Corporation 16 Lincoln Square, P.O. Box 3129 Gettysburg, PA 17325 717.334.3161 / 888.334.2262 www.acnb.com December 20, 2019 ACNB Listed: Nasdaq
Slide 2: ACNB Corporation – James P. Helt, President/CEO
ACNB Corporation James P. Helt President/CEO =
Slide 3: Special Cautionary Notice Regarding Forward-Looking Statements
Special Cautionary Notice Regarding Forward - Looking Statements During the course of this presentation, there may be projections and forward - looking statements regarding events or the future financial performance of ACNB Corporation. We wish to caution you that these forward - looking statements
Slide 4: Transaction Summary
Transaction Summary ACNB Corporation (“ACNB”) July 1 st , 2019 agreed to acquire Frederick County Bancorp, Inc. and its wholly - owned subsidiary Frederick County Bank (Collectively “Frederick” or “FCBI”) for approximately $54 million. As part of transition, FCBI will operate for up to two years as
Slide 5: Overview of Frederick County Bancorp, Inc.
Overview of Frederick County Bancorp, Inc. Branch Map Company Overview $ in millions for financial data as of or through September 30, 2019 Headquarters: Frederick, MD Established: 2001 Branches: 5 Total Deposits: $381.2 Tang. Common Equity: $37.8 TCE / TA: 8.36% LTM Net Income: $2.3 LTM ROAA: 0.52%
Slide 6: Key Transaction Terms
Key Transaction Terms Fixed Exchange Ratio: • 0.9900x Price Per Share*: • $34.36 Transaction Value*: • $54 million Consideration Type: • 100% Stock Price / Tang. Book Value: • 142.3% Price / LTM: • 23.9x Core Deposit Premium: • 5.4% Board Representation: • One of FCBI’s Directors will join ACNB’s Bo
Slide 7: Pro Forma Financial Impact
Pro Forma Financial Impact Cost Savings: • 37% (75% realization in 2020) Transaction Expenses: • $7.9 million Gross Credit Mark: • $8.8 million, 2.4% of gross loans Assumed Tax Rate: • 23% Fiscal 2021 EPS Accretion: • 7.8% TBV Per Share Impact at Close: • 5.4% dilutive TBV Earnback (Crossover Method
Slide 8: Pro Forma Loan & Deposit Composition
Pro Forma Loan & Deposit Composition Loan Mix Deposit Mix Regulatory data as of 9/30/2019 * Excludes purchase accounting adjustments
Slide 9: Pro Forma Franchise Overview
Pro Forma Franchise Overview Pro Forma Branch Map Pro Forma Summary Headquarters: Gettysburg, PA Total Intangibles: $47.7 million Total Assets: $2.2 billion Tang. Common Equity: $187.1 million Gross Loans: $1.7 billion TCE / TA: 8.67% Total Deposits: $1.8 billion Tier 1 Capital Ratio: 12.3% Note: Re
Slide 10: Pro Forma Deposit Market Share
Pro Forma Deposit Market Share Deposit Market Share – State of Maryland Deposit Market Share – Frederick County Frederick County Demographics 2020 Population 260,528 Median HHI $97,619 Change (2020 - 2025) 4.82% Change (2020 - 2025) 9.01% Source: S&P Global Market Intelligence as of June 30, 2019 20
Slide 11: Transaction Rationale
Transaction Rationale Mid to high single digit EPS accretion. Modest tangible book value dilution with a reasonable tangible earnback period. Significantly expands core markets into Frederick County, providing additional lending opportunity and a robust deposit base in a demographically - attractive
Slide 12: ACNB Corporation Locations Map Post Acquisition
ACNB Corporation Locations Map Post Acquisition
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