Bryn Mawr Bank — Merger or Acquisition (March 2021)
20 slides from Bryn Mawr Bank's merger presentation, Mar 10, 2021
Slide 1: The Premier Bank and Wealth Management Franchise in the Mid-Atlantic Region
• The Premier Bank and Wealth Management Franchise in the Mid - Atlantic Region • March 10, 2021
Slide 2: Disclaimer
2 2 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 solicitatio n of any vote or approval with respect to the proposed acquisition by WSFS Financial Corporation (
Slide 3: Combination of Two High-Performing Franchises
3 Combination of Two High - Performing Franchises 3 Building Scale – Combines two high - performing franchises into the preeminent, locally - headquartered bank in the Greater Philadelphia and Delaware Region Premier Wealth Management Franchise – Creates the region’s largest bank - affiliated wealth
Slide 4: Strengthens our unique market position between larger out-of-market banks and smaller community banks
4 Strengthens our unique market position between the larger out - of - market banks and smaller community banks in the 4 th largest depository MSA in the country 1 1 FDIC and S&P Global Market Intelligence. Market Share data excludes brokered deposits, credit unions, and non - traditional banks (e.g
Slide 5: Premier Wealth Management Franchise
5 Wealth Planning Investment Strategies Trust & Estate Family Office Insurance Structured Finance Agency Services Bankruptcy Philanthropic & Charitable Giving Cash Management Tax Strategies Premier Wealth Management Franchise 5 Comprehensive Relationship - based Platform • $43 billion in Assets Unde
Slide 6: Summary of Transaction Terms
6 6 Summary of Transaction Terms Structure • BMBC to merge with and into WSFS • 100% stock consideration Implied Transaction Value • Implied value of $48.55 per share • Aggregate transaction value of $976.4 million • Market premium of 16.0% 1 Exchange Ratio and Ownership • Fixed exchange of 0.90 sha
Slide 7: Compelling and Attractive Pro Forma Financial Impact
7 CET1 Ratio at Closing 11.63% Total Capital Ratio 14.15% ACL Coverage 2.26% • $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%
Slide 8: Continued Sustainable High Performance
8 8 Continued Sustainable High Performance 2022E ROATCE 1 Peer group includes 53 public banks nationwide with assets between $10B and $30B based on publicly available 2022 consensus e sti mates. WSFS financial data is pro forma for current transaction and illustratively assumes 100% phase - in of co
Slide 9: Resilient and Diversified Core Fee Revenue
9 Cash Connect 17% Mortgage 15% Wealth 41% Banking 27% Mortgage 10% Wealth 66% Banking 24% Cash Connect 24% Mortgage 18% Wealth 29% Banking 29% Net Interest Income 71% Core Fee Revenue 29% Net Interest Income 64% Core Fee Revenue 36% Net Interest Income 73% Core Fee Revenue 27% Resilient and Diversi
Slide 10: Loan and Deposit Composition
10 C&I 37% CRE 27% Construction 7% PPP 6% Residential 12% Consumer 11% Noninterest DDA 30% Interest DDA 22% Money Market & Savings 36% Time 9% Other 3% Noninterest DDA 29% Interest DDA 22% Money Market & Savings 37% Time 10% Other 2% $11.9B C&I 38% CRE 23% Construction 8% PPP 8% Residential 10% Cons
Slide 11: Delivering Diversified Growth and Long-Term Value
11 Delivering Diversified Growth and Long - Term Value 11 1 Per Bloomberg; closing price as of March 1, 2021; Total return defined as stock appreciation inclusive of reinvestment of div id ends into new shares Source: S&P Global Market Intelligence Total Shareholder Returns 1 Proven Track Record of
Slide 12: Credit Quality Due Diligence Process
12 Credit Quality 12 Due Diligence Process 1 Office, Retail, Hotel, and Food Services • Relationships Reviews • Key Talent • Investment Performance • Fiduciary roles • Systems and Platforms • Compliance x Comprehensive due diligence coordinated and led by key executives from WSFS and BMT x Full enga
Slide 13: Appendix
Appendix 13
Slide 14: Selected Portfolios as of December 31, 2020
14 Selected Portfolios as of December 31, 2020 14 WSFS BMT PRO FORMA Hotel Retail CRE Office CRE Food Services $525 million 6.2% of portfolio 1 $668 million 7.9% of portfolio 1 $521 million 6.2% of portfolio 1 $183 million 2.2% of portfolio 1 Retail Trade $261 million 3.1% of portfolio 1 $84 million
Slide 15: Key Transaction Assumptions (Model Details)
15 15 Key Transaction Assumptions (Model Details) Loan Marks and Estimated CECL Impact • Gross credit mark - down of $72.4 million pre - tax or 1.95% of BMBC total loans at close • Loan interest rate mark - up of $41.1 million pre - tax • Non - PCD CECL reserve of $41.8 million established day 2 thr
Slide 16: Key Transaction Assumptions (Continued)
16 16 Key Transaction Assumptions (Continued) Loan Mark & CECL Other Fair Value Adjustments Tangible Book Value Reconciliation $Millions Aggregrate Per Share WSFS Projected TBV 9/30/2021 $1,202.8 $26.90 Equity Consideration 976.4 Share Buyback Pause 140.3 Additional Intangibles Created (527.0) Selle
Slide 17: Estimated Earnings Per Share Impact
17 17 Estimated Earnings Per Share Impact – Year 1 ($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 In
Slide 18: Capital Overview – Holding Company
18 TCE Ratio 11.87% 11.29% 11.63% WSFS 12/31/2020 BMBC 12/31/2020 Pro Forma at Close 18 Capital Overview – Holding Company Tier 1 Common Ratio Total Capital Ratio Tier 1 Ratio Leverage Ratio 6.5% Well Capitalized 13.76% 15.55% 14.15% WSFS 12/31/2020 BMBC 12/31/2020 Pro Forma at Close 12.50% 11.86% 1
Slide 19: Non-GAAP Financial Information
19 19 Non - GAAP Financial Information • 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 de
Slide 20: Non-GAAP Financial Information
20 20 Non - GAAP Financial Information (dollars in thousands, except per share data) Net interest income (GAAP) $ 465,955 $ 143,787 $ 609,742 Core net interest income (non-GAAP) $ 465,955 $ 143,787 $ 609,742 Noninterest income (GAAP) $ 201,025 $ 81,971 $ 282,996 Less: Securities gains Less: Unrealiz