•The Premier Bank and Wealth Management Franchise in the Mid-Atlantic Region
•March 10, 2021
Disclaimer
Important Additional Information will be Filed with the SEC:
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by WSFS Financial Corporation ("WSFS") of Bryn Mawr Bank Corporation
("Bryn Mawr" or "BMBC"). No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed transaction, WSFS will file with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 that will include a joint proxy statement of WSFS and Bryn Mawr and a prospectus of WSFS (the
"Joint Proxy/Prospectus"), and each of WSFS and Bryn Mawr may file with the SEC other relevant documents concerning the proposed transaction. The definitive Joint Proxy/Prospectus will be mailed to stockholders of WSFS and Bryn Mawr. STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY WSFS AND BRYN MAWR, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WSFS, BRYN MAWR AND THE PROPOSED TRANSACTION.
Free copies of the Registration Statement and the Joint Proxy/Prospectus, as well as other filings containing information about WSFS and Bryn Mawr, may be obtained at the SEC's website (http://www.sec.gov) when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, by directing a request to WSFS Financial Corporation, WSFS Bank Center, 500 Delaware Avenue, Wilmington, Delaware 19801 or by directing a request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010.
Participants in the Solicitation:
WSFS, Bryn Mawr and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WSFS or Bryn Mawr in respect of the proposed transaction. Information about WSFS's directors and executive officers is available in its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 23, 2020, and other documents filed by WSFS with the SEC. Information regarding Bryn Mawr's directors and executive officers is available in its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 6, 2020, and other documents filed by Bryn Mawr with the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.
Forward Looking Statements:
This presentation contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements relating to the impact WSFS and Bryn Mawr expect their proposed merger to have on the combined entity's operations,financial condition, and financial results, and WSFS's and Bryn Mawr's expectations about their ability to successfully integrate their respective
businesses and the amount of cost savings and overall operational efficiencies WSFS and Bryn Mawr expect to realize as a result of the proposed acquisition. The forward-looking statements also include predications or expectations of future business or financial performance as
well as goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words "believe," "intend," "expect," "anticipate," "strategy," "plan," "estimate," "approximately," "target," "project," "propose," "possible," "potential," "should" and similar expressions, among others, generally identify forward-looking
statements. Such forward-looking statements are based on various assumptions (many of which are beyond the control of WSFS and Bryn Mawr) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, the possibility that the proposed acquisition does not close when expected or at all because required regulatory, stockholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the delay in or failure to close for any other reason; changes in WSFS's share price before closing; the outcome of any legal proceedings that may be instituted against WSFS or Bryn Mawr; the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the merger agreement providing for the merger; the risk that the businesses of WSFS and Bryn Mawr will not be integrated successfully; the possibility that the cost savings and any synergies or other anticipated benefits from the proposed acquisition may not be fully realized or may take longer to realize than expected; disruption from the proposed acquisition making it more difficult to maintain relationships with employees, customers or other parties with whom WSFS or Bryn Mawr have business relationships; diversion of management time on merger-related issues; risks relating to the potential dilutive effect of the shares of WSFS common stock to be issued in the proposed transaction; the reaction to the proposed transaction of the companies' customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic on WSFS, Bryn Mawr and the proposed transaction; and other factors, many of which are beyond the control of
WSFS and Bryn Mawr. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of WSFS's Annual Report on Form 10-K for the year ended December 31, 2020, Bryn Mawr's Annual Report on Form
10-K for the year ended December 31, 2020 and any updates to those risk factors set forth in WSFS's and Bryn Mawr's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by WSFS and Bryn Mawr with the SEC and are available on the SEC's website atwww.sec.gov. All forward-looking statements, expressed or implied, included herein are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on WSFS, Bryn Mawr or their respective businesses or operations. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made. Neither WSFS nor Bryn Mawr undertakes any obligation, and specifically declines any obligation, to revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as specifically required by law.
Non-GAAP Financial Measures:
This presentation contains financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States ("GAAP"). This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. For more information, see the Appendix.
Combination of Two High-Performing Franchises
Building Scale - Combines two high-performing franchises into thepreeminent, locally-headquartered bank in the Greater
largest bank-affiliated wealth management business; 6th largest3
Market Cap2 | Assets |
$3.55B | $19.8B |
Net Loans | Total Deposits |
$12.6B | $16.2B |
Core Fee % | AUM / AUA4 |
opportunities | |
29% | $43B |
High-Performing Financials - Continued top-quintile ROA of 1.30%5 |
among full-service banks under $100 billion in assets nationwide |
Accelerates Delivery and Talent Transformation - Greater scale to |
Philadelphia and Delaware Region |
Premier Wealth Management Franchise - Creates the region's |
Combined Franchise Metrics1
leverage existing investments and enhance long-term initiatives
Substantial Cost Synergies - Branch and office optimization,reduction in administrative costs, and overlapping media marketwith significant upside performance not included in the transaction model
1 Amounts are pro forma as of December 31, 2020; core fee revenue percentage is a non-GAAP financial measure for the year ended December 31, 2020, see appendix for reconciliation to GAAP
2 Market capitalization is as of market close on March 9, 2021
3 Ranked by gross revenue from fiduciary activities for FY2020; Source: S&P Global Market Intelligence
4 Assets under management (AUM) and Assets under administration (AUA)
5 Peer group includes 53 public banks nationwide with assets between $10B and $30B based on publicly available 2022 consensus estimates
Strong Market Position, Poised for Organic Growth
Strengthens our unique market position between the larger out-of-market banks and smaller community banks in the 4th largest depository MSA in the country1
RankNet Deposits Market
Philadelphia-Wilmington-Camden
($M) Share
MSADeposits¹
1 | Wells Fargo | $35,311 | 16.7% |
2 | TD Bank | $32,871 | 15.6% |
3 | Bank of America | $22,412 | 10.6% |
4 | PNC Bank | $20,752 | 9.8% |
5 | Citizens Bank | $19,346 | 9.2% |
- | PRO FORMA | $13,761 | 6.5% |
6 | M & T Bank | $10,891 | 5.2% |
7 | WSFS | $9,680 | 4.6% |
8 | Santander Bank | $6,966 | 3.3% |
9 | Truist Bank | $5,852 | 2.8% |
10 | Univest Bank and Trust | $4,317 | 2.0% |
11 | BMT | $4,081 | 1.9% |
Market Total | $211,002 |
1 FDIC and S&P Global Market Intelligence. Market Share data excludes brokered deposits, credit unions, and non-traditional banks (e.g., credit card companies); as of June 30, 2020. Philadelphia-Camden-Wilmington MSA (includes Cecil County, MD)
Premier Wealth Management Franchise
Comprehensive Relationship-based Platform
• $43 billion in Assets Under Management and Assets under Administration; $102 million in Core Fee Revenue1
• 6th largest2 among full-service banks under $100 billion in assets
• Retaining key leadership
• Including Jennifer Dempsey Fox, President of BMT Wealth
• BMT will be prominent brand in combined Wealth Business
High-quality, customized wealth planning strategies
• Comprehensive investment solutions
• Personal trust management and trustee services
• Full-service solutions for mass affluent and ultra-high net worth
• Capital markets structured finance, default/bankruptcy, and agency services
1 Amounts are pro forma as of December 31, 2020; core fee revenue is a non-GAAP financial measure for the year ended December 31, 2020, see appendix for reconciliation to GAAP
2 Ranked by gross revenue from fiduciary activities for FY2020; Source: S&P Global Market Intelligence
Summary of Transaction Terms
Structure |
|
Implied Transaction Value |
|
Exchange Ratio and Ownership |
|
Financial Impact² |
|
Governance |
|
Approvals and Closing |
|
Community |
|
1 Based on WSFS and BMTC 20-day trailing average as of market close on March 9, 2021
2 Includes full phase-in of cost savings and full impact of one-time merger expense for illustrative purposes. Includes the estimated impact of purchase accounting and the inclusion of the CECL 'double count', see appendix for more information
Compelling and Attractive Pro Forma Financial Impact
Key Synergies & Assumptions
• $127 million of pre-tax one-time merger related expenses
• Approximately $73 million of annual cost savings
• Represents approximately 45% of BMBC operating expenses, based on current consensus street estimates
• 65% realized Year 1, 100% realized Year 2
• Expected reduction in total branch count by approximately 30%
• Day 1 Balance Sheet marks detailed on slide 15
• No ACL Reserve releases assumed
• Significant revenue synergies are not included in the transaction model
Earn-back1 of 2.8 years excluding Wealth Customer list intangible resulting from significant AUM/AUA and strong revenue generation
1 Includes full impact of one-time merger expenses; pro forma at closing, including the estimated impact of purchase accounting and the inclusion of the CECL 'double count', see appendix for more information
2 Based on market close price as of March 9, 2021
3 Based on WSFS and BMTC 20-day trailing average as of market close on March 9, 2021
Continued Sustainable High Performance
Combined Franchise Results in a Top-quintile Performance Among National Peers1
2022E Fee Revenue %
2022E ROAA
2022E ROATCE
1 Peer group includes 53 public banks nationwide with assets between $10B and $30B based on publicly available 2022 consensus estimates. WSFS financial data is pro forma for current transaction and illustratively assumes 100% phase-in of cost savings in 2022, Year 1 of the transaction
Source: S&P Global Market Intelligence
Resilient and Diversified Core Fee Revenue
WSFS - FY 2020
Core Net Revenue1
Core Fee Revenue1
BMT - FY 2020
PRO FORMA - FY 2020
$80M $249M
$223M $858M
1 Amounts are pro forma as of December 31, 2020; core fee revenue is a non-GAAP financial measure for the year ended December 31, 2020, see appendix for reconciliation to GAAP
Relationship-Based Loan and Deposit Franchise
WSFS - FY 2020
BMT - FY 2020
PRO FORMA - FY 2020
Loan Yield1
5.03%
4.16%
4.78%
1 Loan yield is on the average balance for the year ended December 31, 2020
2 C&I includes Owner Occupied and Small Business; Consumer includes HELOCs
3 Deposit cost is on the average balance for the quarter ended December 31, 2020; excludes brokered deposits
Delivering Diversified Growth and Long-Term Value
Proven Track Record of Successful and Value-added Integrations
Total Shareholder Returns1
Assets
1 Year | 5 Year | 10 Year | |
WSFS | 56.6% | 74.9% | 291.1% |
KBW Bank | 23.2% | 105.6% | 174.9% |
SNL U.S. Bank > $10B | 14.8% | 87.7% | 141.2% |
NASDAQ Bank | 28.5% | 87.1% | 195.3% |
1 Per Bloomberg; closing price as of March 1, 2021; Total return defined as stock appreciation inclusive of reinvestment of dividends into new shares Source: S&P Global Market Intelligence
Due Diligence Process
✓ Comprehensive due diligence coordinated and led by key executives from WSFS and BMT
✓ Full engagement of external counsel, financial advisors, and consultants
✓ Key focus areas: Wealth, Credit Quality, Operations, Risk, Compliance, Legal, Regulatory, and Technology
Wealth
• Relationships Reviews
• Key Talent
• Investment Performance
• Fiduciary roles
• Systems and Platforms
• Compliance
1 Office, Retail, Hotel, and Food Services
Operations and Risk
• Information Technology
• Cybersecurity
• Operational Risk
• Human Capital
• Financial Systems
• Balance Sheet, Liquidity, and Capital
• Third Party Risk Management
• Regulatory and Compliance
• Internal Audit and Legal
• Physical Premises and Security
Credit Quality
• Reviewed risk framework, credit policies, committee materials, loan files, and pro forma concentration limits
• Assessment of credit performance trends including credit migration, delinquencies, and losses
• Significant review of loan portfolio
• 54% of total commercial loans
• 85% of COVID-19 impacted loans1
• 95% of Criticized/Classified loans
Appendix
Selected Portfolios as of December 31, 2020
WSFS
BMT
PRO FORMA
$525 million 6.2% of portfolio1
Hotel
$84 million 2.3% of portfolio
$609 million 5.0% of portfolio1
• Average Hotel loan is $3.2M
• Diverse mix of hotel flags and traffic type
Retail CRE
$668 million 7.9% of portfolio1
$332 million 9.1% of portfolio
$1 billion 8.3% of portfolio1
• Average Retail loan is $1.4M
• No enclosed malls
Office CRE
Food Services
$521 million 6.2% of portfolio1
$183 million 2.2% of portfolio 1
Retail Trade
$261 million 3.1% of portfolio1
1 Portfolio values are gross loans excluding PPP as of December 31, 2020
$207 million 5.7% of portfolio
$32 million 0.9% of portfolio
$65 million 1.8% of portfolio
$728 million 6.0% of portfolio1
$215 million 1.8% of portfolio1
$326 million 2.7% of portfolio1
• Average Office loan is $1.6M
• No loan modifications within portfolio
• Average Food loan is ~$300K
• Average Retail Trade loan is ~$300K
Key Transaction Assumptions (Model Details)
Loan Marks and Estimated CECL Impact |
|
Other Fair Value Adjustments |
|
Other Adjustments |
|
Key Transaction Assumptions (Continued)
Tangible Book Value Reconciliation
$Millions
AggregratePer ShareWSFS Projected TBV 9/30/2021
$1,202.8
$26.90
Equity Consideration 976.4
Share Buyback Pause 140.3
Additional Intangibles Created (527.0)
Seller One-Time Costs (10.5)
Buyer One-Time Costs (87.4)
CECL Reserve (31.4)
Pro Forma TBV Dilution
$1,663.2
$25.25 -6.1%
Loan Mark & CECL
Pre-tax $Millions
CreditInterest RateTotal Mark
Non-PCD Loan Mark PCD Loan Mark Total Loan Mark Day 2 CECL
($41.8) ($30.6)
$34.4 ($7.4)
$6.7 ($23.9)
($72.4) ($72.4)
$41.1 ($31.3)
Other Fair Value Adjustments
Item | $ | Life (Years) | |
Customer Intangible | $67.5 | 15 | Straightline |
Real Estate | $10.5 | 30 | Straightline |
Core Deposit Intangible | $5.1 | 10 | Sum of Years Digits |
Time Deposits | ($3.5) | 3 | Straightline |
Borrowings | ($7.1) | 13 | Straightline |
Amort. Method
Estimated Earnings Per Share Impact - Year 1
Year 1
($Millions, except per share values)
Pro Forma
WSFS' Consensus Net Income Estimate $154
BMT's Consensus Net Income Estimate $58
WSFS Consensus EPS Estimate $3.56
BMT Consensus EPS Estimate $2.90
After-Tax Transaction Adjustments:
Cost Savings $32
Intangible Amortization (4)
Reversal of BMT Existing Intangible Amortization 2
Net Purchase Accounting, Repositioning, Durbin and Tax Adjustments 3
Pro Forma Net Income to Common $245
Pro Forma Average Diluted Shares (millions) 64.5
WSFS Pro Forma EPS $3.80
Accretion ($) $0.24
Accretion (%) 6.7%
Accretion (%) - Cost Savings Fully Phased-in 14.6%
Capital Overview - Holding Company
Tier 1 Common Ratio
11.87%
6.5% Well Capitalized 11.63%
11.29%
WSFS 12/31/2020
BMBC 12/31/2020
Pro Forma at Close
Total Capital Ratio
10% Well Capitalized
Tier 1 Ratio
12.50%
11.86%
8% Well Capitalized 11.63%
WSFS 12/31/2020
BMBC 12/31/2020
Leverage Ratio
Pro Forma at Close
Tangible Common Equity1
$1,663
$1,234
$424
WSFS 12/31/2020
BMBC 12/31/2020
TCE Ratio
Pro Forma at Close
9.76%
15.55%
14.15%
9.04%
5% Well Capitalized 8.86%
8.96%
8.91%
8.09%
13.76%
WSFS 12/31/2020
1 Amounts in millions
BMBC 12/31/2020
Pro Forma at Close
WSFS 12/31/2020
BMBC 12/31/2020
Pro Forma at Close
WSFS 12/31/2020
BMBC 12/31/2020
Pro Forma at Close
Non-GAAP Financial Information
This presentation contains financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States (GAAP). This presentation may include the following non-GAAP measures:
• Core fee revenue is a non-GAAP measure that adjusts noninterest income as determined in accordance with GAAP to exclude the impact of securities gains and realized/unrealized gains on equity investments;
• Core net revenue is a non-GAAP measure that is determined by adding core net interest income (which is the same as GAAP net interest income) plus core fee revenue;
• Tangible common equity is a non-GAAP measure and is defined as total average stockholders'
equity less goodwill, other intangible assets;
• Return on average tangible common equity (ROATCE) is a non-GAAP measure and is defined as net income allocable to common stockholders divided by tangible common equity
Non-GAAP Financial Information
(dollars in thousands, except per share data)
Net interest income (GAAP)
Core net interest income (non-GAAP) Noninterest income (GAAP)
Less: Securities gains
Less: Unrealized gains on equity investments, net Less: Realized gain on sale of equity investment, net Less: Gain on sale of PPP Loans
Less: BMT Inv Advisors wind-down costs Less: Gain on sale of buildings
Core fee revenue (non-GAAP)
Core net revenue (non-GAAP)
Fee revenue as a percentage of total net revenue
143,787 $
$ 465,955 $
$ 465,955 $
$ 201,025 $ 9,076 761 22,052 -609,742
143,787 $
609,742
81,971 $ - - -
282,996
9,076
761
22,052
2,411
(dollars in thousands, except per share data)
(2,207)
Calculation of return on average tangible common equity:
2,295
GAAP net income attributable
Plus: Tax effected amortization of intangible assets
$ $
169,136
$
79,472
$
248,608
Net tangible income (non-GAAP)
635,091
30.1%
$
223,259
36.3%
$
858,350 31.7%
Core fee revenue as a percentage of total core net revenue
Average stockholders' equity of WSFS
26.6%
35.6%
29.0%
Less: average goodwill and intangible assets
(dollars in thousands, except per share data)
Wealth Management Segment Noninterest income (GAAP)
Less: BMT Inv Advisors wind-down costs Core fee revenue (non-GAAP)
Less: average Noncontrolling interest
WSFSBMT
Combined
$ 100,112
(2,207)
$ 102,319
Net average tangible common equity
WSFSBMT
Combined
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WSFS Financial Corporation published this content on 10 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2021 13:38:06 UTC.