BRYN MAWR, Pa., April 22, 2021 – Bryn Mawr Bank Corporation (NASDAQ: Bryn Mawr TrustC) (the “Corporation”), parent of The Bryn Mawr Trust Company (the “Bank”), today reported net income of $17.1 million, or $0.85 diluted earnings per share, for the three months ended March 31, 2021, as compared to $15.5 million, or $0.78 diluted earnings per share, for the three months ended December 31, 2020, and a net loss of $11.2 million, or $(0.56) diluted earnings per share, for the three months ended March 31, 2020.
On a non-GAAP basis, core net income, which excludes due diligence and merger-related expenses related to the pending merger with WSFS Financial Corporation (“WSFS”) and other non-core income and expense items, as detailed in the appendix to this earnings release, was $18.7 million, or $0.93 diluted earnings per share, for the three months ended March 31, 2021 as compared to $15.5 million, or $0.77 diluted earnings per share, for the three months ended December 31, 2020. There were no meaningful non-core income or expense items for the three months ended March 31, 2020. Management believes the core net income measure is important in evaluating the Corporation’s performance on a more comparable basis between periods. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.
“We are pleased with the start of 2021, posting another quarter of solid earnings and strong credit performance,” commented Frank Leto, President and Chief Executive Officer, continuing, “We saw modest improvement in the net interest margin and our wealth business continues to deliver consistent fee income as wealth assets under management surpassed the $20 billion milestone. While working through merger preparation efforts, we remain steadfast in our focus of achieving solid financial results for our shareholders, as well as serving our customers and communities in which we serve.”
On April 22, 2021, the Board of Directors of the Corporation declared a quarterly dividend of $0.27 per share, payable June 1, 2021 to shareholders of record as of May 4, 2021.
SIGNIFICANT ITEMS OF NOTE
Results of Operations – First Quarter 2021 Compared to Fourth Quarter 2020
- Net income for the three months ended March 31, 2021 was $17.1 million, or $0.85 diluted earnings per share, as compared to $15.5 million, or $0.78 diluted earnings per share, for the three months ended December 31, 2020. Net interest income for the three months ended March 31, 2021 was $34.8 million, a $256 thousand decrease as compared to the linked quarter. The provision for credit losses (the “Provision”), which includes the provision for credit losses on loans and leases, off-balance sheet credit exposures, and accrued interest receivable on COVID-19 deferrals, for the three months ended March 31, 2021 was a recovery of $5.2 million, as compared to a recovery of $1.2 million for the three months ended December 31, 2020. Total noninterest income decreased $2.2 million, total noninterest expense decreased $921 thousand, and income tax expense increased $988 thousand for the three months ended March 31, 2021, as compared to the three months ended December 31, 2020.
- Net interest income for the three months ended March 31, 2021 was $34.8 million, a $256 thousand decrease as compared to the linked quarter. Tax-equivalent net interest income for the three months ended March 31, 2021 was $34.9 million, a $262 thousand decrease as compared to the linked quarter. Tax-equivalent net interest income for the first quarter of 2021 was positively impacted by the accretion of purchase accounting fair value marks of $515 thousand, a decrease of $403 thousand as compared to $918 thousand for the linked quarter. Excluding the effects of these purchase accounting fair value marks, the adjusted tax-equivalent net interest income for the three months ended March 31, 2021 was $34.4 million, an increase of $141 thousand over the linked quarter. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.
The tax-equivalent net interest margin was 3.16% for the three months ended March 31, 2021 as compared to 3.04% for the linked quarter. Adjusting for the impact of the accretion of purchase accounting fair value marks, the adjusted tax-equivalent net interest margin was 3.11% for the three months ended March 31, 2021 as compared to 2.96% for the linked quarter. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.
The change in tax-equivalent net interest income adjusted for purchase accounting included an increase of $384 thousand in tax-equivalent interest income on available for sale investment securities, a decrease of $678 thousand in tax-equivalent interest and fees earned on loans and leases, and a decrease of $487 thousand in interest expense on deposits, for the three months ended March 31, 2021 as compared to the linked quarter.
Tax-equivalent interest income on available for sale investment securities for the three months ended March 31, 2021 increased $384 thousand as compared to the linked quarter. The tax-equivalent yield on average available for sale investment securities for the three months ended March 31, 2021 was 1.63%, a 12 basis point increase as compared to the linked quarter. Average available for sale investment securities increased $59.5 million for the three months ended March 31, 2020 as compared to the linked quarter.
Tax-equivalent interest and fees earned on loans and leases for the three months ended March 31, 2021 decreased $1.1 million as compared to the linked quarter. The tax-equivalent yield on average loans and leases for the three months ended March 31, 2021 was 3.90%, a one basis point increase as compared to the linked quarter. Average loans and leases decreased $50.4 million for the three months ended March 31, 2021 as compared to the linked quarter.
Interest expense on deposits for the three months ended March 31, 2021 decreased $467 thousand as compared to the linked quarter. The rate paid on average interest-bearing deposits for the three months ended March 31, 2021 was 0.22%, a 5 basis point decrease as compared to the linked quarter. Average interest-bearing deposits for the three months ended March 31, 2021 decreased $152.9 million as compared to the linked quarter.
- Noninterest income of $19.8 million for the three months ended March 31, 2021 declined $2.2 million as compared to the linked quarter. The decrease was primarily driven by a nonrecurring $2.3 million gain on sale of long-lived assets recognized in the fourth quarter of 2020 in connection with the sale of owned office space. This decrease, coupled with a decrease of $592 thousand in net gain on sale of loans was partially offset by increases of $755 thousand and $248 thousand in capital markets revenue and fees for wealth management services, respectively.
- Noninterest expense of $37.7 million for the three months ended March 31, 2021 declined $921 thousand as compared to the linked quarter. The decrease was primarily driven by the lack of nonrecurring facility charges recorded in the fourth quarter of 2020 which included $1.6 million of impairment of long-lived assets and $801 thousand of disposal expense of leasehold improvements and equipment associated with the sale of owned office space and the early termination of leased office space.
These prior quarter facility driven charges, which are detailed in the appendix to this earnings release as non-core items, were coupled with first quarter noninterest expense decreases of $900 thousand, $378 thousand, and $334 thousand in salaries and wages, advertising expense, and professional fees, respectively. Partially offsetting these decreases were $1.6 million of due diligence and merger-related expenses related to the pending merger with WSFS and increases of $1.0 million and $829 thousand in Pennsylvania bank shares tax and employee benefits, respectively.
- A recovery of Provision of $5.2 million was recorded for the three months ended March 31, 2021 as compared to a recovery of Provision of $1.2 million for the three months ended December 31, 2020. The recovery of Provision of $5.2 million for the three months ended March 31, 2021 was primarily comprised of a $5.5 million recovery of provision for credit losses on loans and leases, partially offset by a $259 thousand provision for credit losses on off-balance sheet exposures. The difference in Provision between the two periods was driven by changes in current and forward-looking economic assumptions, as well as projected prepayments, included in the estimation of expected credit losses on loans and leases as of March 31, 2021 as compared to December 31, 2020. Net loan and lease charge-offs for the first quarter of 2021 totaled $642 thousand, a decrease of $1.7 million as compared to $2.3 million for the fourth quarter of 2020.
- The effective tax rate for the first quarter of 2021 increased to 22.93% as compared to 20.86% for the fourth quarter of 2020. The increase in effective tax rate was primarily due to a $323 thousand discrete tax item related to non-deductible merger-related expenses recognized in the first quarter of 2021.
Results of Operations – First Quarter 2021 Compared to First Quarter 2020
- Net income for the three months ended March 31, 2021 was $17.1 million, or $0.85 diluted earnings per share, as compared to a net loss of $11.4 million, or $(0.56) diluted earnings per share, for the three months ended March 31, 2020. Net interest income for the three months ended March 31, 2021 was $34.8 million, a decrease of $1.6 million as compared to the same period in 2020. A recovery of Provision of $5.2 million was recorded for the three months ended March 31, 2021 as compared to a Provision of $35.4 million for the three months ended March 31, 2020, a difference of $40.6 million. The difference in Provision between the two periods was driven by the current and forward-looking economic impacts of the COVID-19 pandemic included in the estimation of expected credit losses on loans and leases as of March 31, 2021 as compared to March 31, 2020. Total noninterest income increased $1.5 million, total noninterest expense increased $4.3 million, and income tax expense increased $8.0 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
- Net interest income for the three months ended March 31, 2021 was $34.8 million, a decrease of $1.6 million as compared to the same period in 2020. Tax-equivalent net interest income for the three months ended March 31, 2021 was $34.9 million, a decrease of $1.6 million as compared to the same period in 2020. Tax-equivalent net interest income for the first quarter of 2021 was positively impacted by the accretion of purchase accounting fair value marks of $515 thousand as compared to $949 thousand for the same period in 2020. Excluding the effects of these purchase accounting fair value marks, the adjusted tax-equivalent net interest income for the three months ended March 31, 2021 was $34.3 million, a decrease of $1.1 million as compared to the same period in 2020. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.
The tax-equivalent net interest margin was 3.16% for the three months ended March 31, 2021 as compared to 3.38% for the same period in 2020. Adjusting for the impacts of the accretion of purchase accounting fair value marks, the adjusted tax-equivalent net interest margin was 3.11% for the three months ended March 31, 2021 as compared to 3.29% for the same period in 2020. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.
The change in tax-equivalent net interest income adjusted for purchase accounting included decreases of $7.8 million, $6.3 million, $443 thousand, and $132 thousand in tax-equivalent interest and fees earned on loans and leases, interest paid on deposits, interest expense on short-term borrowings, and tax-equivalent interest income on available for sale investment securities, respectively, for the three months ended March 31, 2021 as compared to the same period in 2020.
Tax-equivalent interest and fees earned on loans and leases for the three months ended March 31, 2021 decreased $8.2 million as compared to the same period in 2020. The tax-equivalent yield on average loans and leases for the three months ended March 31, 2021 was 3.90%, a 72 basis point decrease as compared to the same period in 2020. Average loans and leases decreased $131.2 million for the three months ended March 31, 2021 as compared to the same period in 2020.
Tax-equivalent interest income on available for sale investment securities for the three months ended March 31, 2021 decreased $132 thousand as compared to the same period in 2020. The tax-equivalent yield on average available for sale investment securities for the three months ended March 31, 2021 was 1.63%, a 76 basis point decrease as compared to the same period in 2020. Average available for sale investment securities increased $216.5 million for the three months ended March 31, 2021 as compared to the same period in 2020.
Interest expense on deposits for the three months ended March 31, 2021 decreased $6.2 million as compared to the same period in 2020. The rate paid on average interest-bearing deposits for the three months ended March 31, 2021 was 0.22%, an 86 basis point decrease as compared to the same period in 2020. Average interest-bearing deposits for the three months ended March 31, 2021 decreased $240.7 million as compared to the same period in 2020.
Interest expense on short-term borrowings for the three months ended March 31, 2021 decreased $443 thousand as compared to the same period in 2020. The decrease was primarily due to a $108.6 million decrease in average short-term borrowings for the three months ended March 31, 2021 as compared to the same period in 2020, coupled with a 117 basis point decrease in the rate paid for the three months ended March 31, 2021 as compared to the same period in 2020.
- Noninterest income of $19.8 million for the three months ended March 31, 2021 represented a $1.5 million increase over the same period in 2020. The increase was driven by increases of $1.9 million and $1.7 million in other operating income and fees for wealth management services, respectively, partially offset by decreases of $765 thousand and $532 thousand in capital markets revenue and net gain on sale of loans, respectively. The $1.9 million increase in other operating income was primarily due to a $978 thousand loss on trading securities recorded in the first quarter of 2020 due to market fluctuations affecting the Corporation’s executive and director supplemental retirement plan assets, as compared to a $137 thousand gain on trading securities recorded in the first quarter of 2021.
- Noninterest expense of $37.7 million for the three months ended March 31, 2021 represented a $4.3 million increase over the same period in 2020. Increases of $2.5 million, $1.6 million, and $633 thousand in other operating expenses, merger related expenses, and Pennsylvania bank shares tax expense, respectively, were partially offset by decreases of $225 thousand, $189 thousand, $159 thousand, and $123 thousand in advertising expense, furniture, fixtures and equipment expense, salaries and wages, and occupancy and bank premises expense, respectively. The $2.5 million increase in other operating expenses was driven by a $1.9 million increase in deferred compensation expense as market fluctuations resulted in a $1.1 million reduction in expense in the first quarter of 2020 as compared to $801 thousand of expense in the first quarter of 2021.
- A recovery of Provision of $5.2 million was recorded for the three months ended March 31, 2021 as compared to a Provision of $35.3 million for the three months ended March 31, 2020, a decrease of $40.6 million. The difference in Provision between the two periods was driven by changes in the current and forward-looking economic impacts of the COVID-19 pandemic included in the estimation of expected credit losses on loans and leases as of March 31, 2021 as compared to March 31, 2020. Net loan and lease charge-offs for the first quarter of 2021 totaled $642 thousand, a decrease of $3.4 million as compared to $4.1 million for the first quarter in 2020.
- The effective tax rate for the first quarter of 2021 increased to 22.93% as compared to 20.94% for the first quarter of 2020. The increase in effective tax rate was primarily due to a $323 thousand discrete tax item related to non-deductible merger-related expenses recognized in the first quarter of 2021.
Financial Condition – March 31, 2021 Compared to December 31, 2020
- Total assets as of March 31, 2021 were $4.91 billion, a decrease of $517.5 million from December 31, 2020. The decrease was primarily driven by decreases of $436.0 million, $48.9 million, and $30.8 million in available for sale investment securities, cash balances, and other assets, respectively.
- Available for sale investment securities as of March 31, 2021 totaled $739.0 million, a decrease of $436.0 million from December 31, 2020. The decrease was primarily due to the maturing, in January 2021, of $500.0 million of short-term U.S. Treasury securities included on the balance sheet as of December 31, 2020, partially offset by increases of $43.5 million and $17.3 million of mortgage-backed securities and U.S. Government and agency securities, respectively.
- Total portfolio loans and leases of $3.63 billion as of March 31, 2021 increased $4.8 million as compared to December 31, 2020. Increases of $40.4 million, $26.2 million and $3.6 million in commercial and industrial loans, construction loans and residential mortgage junior liens, respectively, were partially offset by decreases of $27.3 million, $18.8 million, $11.9 million and $7.1 million in nonowner-occupied commercial mortgages, residential mortgage 1st liens, home equity lines of credit and leases, respectively.
As of March 31, 2021, 31 consumer loans and leases in the amount of $4.5 million and 42 commercial loans in the amount of $61.5 million are within a deferral period under the Bank’s modification programs, the total comprising 1.8% of the Bank’s portfolio loans and leases. Of those commercial loans within a deferral period, $57.0 million, or 92.6% of deferred commercial loans, continue to make interest-only payments.
- The ACL on loans and leases was $47.6 million as of March 31, 2021 as compared to an ACL on loans and leases of $53.7 million as of December 31, 2020, a decrease of $6.1 million. The difference in ACL on loans and leases between the two periods was driven by the current and forward-looking economic impacts of the COVID-19 pandemic, as well as projected prepayments, included in the estimation of expected credit losses on loans and leases as of March 31, 2021 as compared to December 31, 2020.
- Deposits of $3.90 billion as of March 31, 2021 decreased $474.0 million from December 31, 2020. The decrease was primarily driven by decreases of $213.9 million, $204.4 million, and $37.1 million in interest-bearing demand accounts, wholesale non-maturity deposits, and noninterest bearing deposits, respectively, partially offset by an increase of $37.5 million in money market accounts. The decrease in wholesale non-maturity deposits was primarily due to a decrease of approximately $200.0 million of wholesale deposits in the first quarter of 2021, which was used to partially fund the purchase of $500.0 million of short-term U.S. Treasury securities included on the balance sheet as of December 31, 2020. The decrease in interest-bearing demand deposits was primarily driven by management’s active management of excess liquidity in this current interest rate environment.
- Borrowings of $220.9 million as of March 31, 2021, which include short-term borrowings, long-term FHLB advances, subordinated notes and junior subordinated debentures, decreased $12.0 million from December 31, 2020, primarily due to a decrease of $12.1 million in short-term borrowings.
- Wealth assets totaled $20.06 billion as of March 31, 2021, an increase of $1.08 billion from December 31, 2020. As of March 31, 2021, wealth assets consisted of $12.80 billion of wealth assets where fees are set at fixed amounts, an increase of $946.3 million from December 31, 2020, and $7.26 billion of wealth assets where fees are predominantly determined based on the market value of the assets held in their accounts, an increase of $136.5 million from December 31, 2020.
- The capital ratios for the Bank and the Corporation, as of March 31, 2021, as shown in the attached tables, indicate regulatory capital levels in excess of the regulatory minimums and the levels necessary for the Bank to be considered “well capitalized.” In September 2020, the U.S. banking agencies issued a final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. This final rule is consistent with the interim final rule issued by the U.S. banking agencies in March 2020. The current and prior quarter ratios reflect the Corporation’s election of the five-year transition provision.
FORWARD LOOKING STATEMENTS AND SAFE HARBOR
This communication contains statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation’s future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. 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 the Corporation) 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 with WSFS 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; the outcome of any legal proceedings that may be instituted against the Corporation; 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 the Corporation 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 the Corporation has business relationships; diversion of management time on merger-related issues; the reaction to the proposed transaction of our customers, employees and counterparties; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic; and other factors, many of which are beyond the control of the Corporation. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 and any updates to those risk factors set forth in the Corporation’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed by the Corporation with the SEC and are available on the SEC’s website at www.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 the Corporation or its 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. The Corporation undertakes no 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.
Important Additional Information will be Filed with the SEC
In connection with the proposed merger transaction, WSFS has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (SEC File No. 333-255329) which includes a joint proxy statement of WSFS and the Corporation and a prospectus of WSFS (the “Joint Proxy/Prospectus”), and each of WSFS and the Corporation 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 the Corporation. SHAREHOLDERS 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 THE CORPORATION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WSFS, THE CORPORATION 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 the Corporation, 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, the Corporation 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 the Corporation 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 the Corporation’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 the Corporation 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.
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