Bridgewater Bancshares Inc 8-K, filed Aug 28, 2024
Bridgewater Bancshares Inc (BWB)
About this 8-K
Bridgewater Bancshares Inc filed this 8-K on August 28, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 7.01 Regulation FD Disclosure.
On August 28, 2024, Bridgewater Bancshares, Inc. (the “Company”) and First Minnetonka Bancorporation, Inc. (“FMB”) jointly issued a press release announcing that the Company’s wholly-owned banking subsidiary, Bridgewater Bank, entered into an agreement with FMB and its wholly-owned banking subsidiary, First Minnetonka City Bank (“FMCB”), pursuant to which Bridgewater Bank will acquire FMCB (the “Acquisition”). A copy of the press release announcing the transaction is attached to this report as Exhibit 99.1, and is incorporated herein by reference.
The Company has also posted on its investor website at investors.bridgewaterbankmn.com under the “News & Market Information” link an investor presentation relating to the Acquisition. A copy of the investor presentation is attached to this report as Exhibit 99.2, and is incorporated herein by reference.
The information furnished in this item of this Form 8-K, and the related exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 |
Exhibit 99.2 | Investor Presentation of Bridgewater Bancshares, Inc., dated August 28, 2024 |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Bridgewater Bancshares, Inc. |
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Date: August 28, 2024 | |
| By: /s/ Jerry Baack |
| Name: Jerry Baack |
| Title: Chairman and Chief Executive Officer |
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Bridgewater Media Contact: Bridgewater Investor Contact:First Minnetonka City Bank Contact:
Jessica Stejskal | SVP MarketingJustin Horstman | VP Investor RelationsTom Rogers | Chairman
jessica.stejskal@bwbmn.com justin.horstman@bwbmn.comtrogers@fmcbank.com
952.893.6860952.542.5169952.935.8663
August 28, 2024
Bridgewater Bancshares, Inc. Announces
Strategic Acquisition of First Minnetonka City Bank
St. Louis Park, MN and Minnetonka, MN – Bridgewater Bancshares, Inc. (Nasdaq: BWB) (“Bridgewater”), the parent company of Bridgewater Bank, and First Minnetonka City Bank announced today the signing of a definitive merger agreement under which Bridgewater Bank would acquire First Minnetonka City Bank in an all-cash transaction.
At the closing of the transaction, First Minnetonka City Bank will merge with and into Bridgewater Bank. The combined organization is expected to have approximately $4.9 billion in total assets, $4.0 billion in deposits, $3.9 billion in loan and leases, and nine full-service branches across the Twin Cities.
“We are very pleased to add a high quality and complementary Twin Cities community bank through a transaction that aligns with and accelerates our strategic priorities,” said Bridgewater Chairman and Chief Executive Officer, Jerry Baack. “First Minnetonka City Bank brings a granular core deposit base that creates balance sheet optionality and a loan mix that increases the diversification of our loan portfolio. In addition, the bank’s investment advisory platform will allow us to offer a more complete product set to our client base.
“We also look forward to welcoming the First Minnetonka City Bank team members,” added Baack. “Together we can expand our focus on providing responsive support and simple solutions to clients across the Twin Cities.”
Founded in 1964, First Minnetonka City Bank operates two full-service branches serving the Minnetonka, Minnesota area. As of June 30, 2024, First Minnetonka City Bank had $242 million in total assets, $212 million in deposits, and $128 million in loans and leases.
“Bridgewater’s exceptional corporate culture and focus on client service make it an ideal partner for our bank, employees and clients,” said First Minnetonka City Bank Chairman, Tom Rogers. “We believe Bridgewater can leverage the strengths of First Minnetonka City Bank to support the continued growth of the combined organization in the Twin Cities.”
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The transaction has been unanimously approved by each company’s board of directors and by the shareholders of First Minnetonka City Bank’s parent company, First Minnetonka Bancorporation, Inc. The transaction is expected to close during the fourth quarter of 2024, subject to regulatory approvals and other customary closing conditions.
D.A. Davidson & Co. served as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Bridgewater. Olsen Palmer LLC served as financial advisor and Winthrop & Weinstine PA served as legal counsel to First Minnetonka City Bank.
Investor Presentation
A slide presentation providing additional information regarding Bridgewater’s planned acquisition of First Minnetonka City Bank will be filed on a Current Report on Form 8-K and will be available on the Investor Relations section of Bridgewater’s website, investors.bridgewaterbankmn.com.
About Bridgewater
Bridgewater Bancshares, Inc. is a St. Louis Park, Minnesota-based financial holding company. Bridgewater’s banking subsidiary, Bridgewater Bank, is a premier, full-service Twin Cities bank dedicated to serving the diverse needs of commercial real estate investors, entrepreneurs, business clients and successful individuals. By pairing a range of deposit, lending and treasury management solutions with a responsive service model, Bridgewater has seen continuous growth and profitability. With total assets of $4.7 billion and seven branches as of June 30, 2024, Bridgewater is considered one of the largest locally led banks in the State of Minnesota, and has received numerous awards for its growth, banking services and esteemed corporate culture.
About First Minnetonka City Bank
First Minnetonka City Bank is a locally owned and operated financial institution headquartered in Minnetonka, Minnesota. Founded in 1964, the bank operates two full-service branches offering a wide variety of deposit, lending, investment advisory, and other financial products and services to customers in and around the Minnetonka community. First Minnetonka City Bank had $242 million in assets as of June 30, 2024.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Bridgewater. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature.
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Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the parties’ inability to meet expectations regarding the timing of the proposed merger; the challenges of integrating and retaining key employees; the risk that integration of First Minnetonka City Bank’s operations with those of Bridgewater Bank will be materially delayed or will be more costly or difficult than expected; changes to tax legislation and their potential effects on the accounting for the proposed merger; the failure of the proposed Merger to close for any reason, including the failure to satisfy other conditions to completion of the proposed Merger, including receipt of required regulatory and other approvals; diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger; the effect of the announcement of the proposed merger on Bridgewater Bancshares, Inc.’s, First Minnetonka Bancorporation, Inc.’s or the combined company’s respective customer and employee relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the amount of First Minnetonka Bancorporation’s Tier 1 capital as of the closing date of the proposed merger and any potential downward adjustment in the merger consideration; changes in the global economy and financial market conditions and the business, results of operations and financial condition of Bridgewater Bancshares, Inc., First Minnetonka Bancorporation, Inc. and the combined company; and any other risks described in the “Risk Factors” sections of reports filed by Bridgewater Bancshares, Inc. with the Securities and Exchange Commission.
Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. Bridgewater undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Certain of the information contained in this presentation is derived from information provided by industry sources. Although Bridgewater believes that such information is accurate and that the sources from which it has been obtained are reliable, Bridgewater cannot guarantee the accuracy of, and have not independently verified, such information.
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| Disclaimer Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the parties’ inability to meet expectations regarding the timing of the proposed merger; the challenges of integrating and retaining key employees; the risk that integration of First Minnetonka City Bank’s operations with those of Bridgewater Bank will be materially delayed or will be more costly or difficult than expected; changes to tax legislation and their potential effects on the accounting for the proposed merger; the failure of the proposed Merger to close for any reason, including the failure to satisfy other conditions to completion of the proposed Merger, including receipt of required regulatory and other approvals; diversion of management’s attention from ongoing business operations and opportunities due to the proposed merger; the effect of the announcement of the proposed merger on Bridgewater Bancshares, Inc.’s, First Minnetonka Bancorporation, Inc.’s or the combined company’s respective customer and employee relationships and operating results; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the amount of First Minnetonka Bancorporation’s Tier 1 capital as of the closing date of the proposed merger and any potential downward adjustment in the merger consideration; changes in the global economy and financial market conditions and the business, results of operations and financial condition of Bridgewater Bancshares, Inc., First Minnetonka Bancorporation, Inc. and the combined company; and any other risks described in the “Risk Factors” sections of reports filed by Bridgewater Bancshares, Inc. with the Securities and Exchange Commission. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Certain of the information contained in this presentation is derived from information provided by industry sources. Although the Company believe that such information is accurate and that the sources from which it has been obtained are reliable, the Company cannot guarantee the accuracy of, and have not independently verified, such information. 2 |
| Strategic Benefits of the Acquisition of First Minnetonka City Bank (FMCB) 1 3 Source: S&P Capital IQ (data as of June 30, 2023) Adds High Quality Bank With Complementary Strengths • Reduces CRE concentration by adding a well-diversified loan portfolio focused on 1-4 family and leases • Diversifies the revenue mix by adding incremental fee income via an investment advisory platform • Fills in pure-play Twin Cities branch footprint by adding two Minnetonka branch locations • Improves pro forma deposit market share to #9 in the Twin Cities1 Enhances Deposit Base and Liquidity Profile • Improves the deposit mix by adding a low-cost, granular core deposit base • Enhances the liquidity profile by adding a balance sheet with a loan-to-deposit ratio of 61% • Creates balance sheet optionality to put liquidity to work and/or pay down higher cost debt Low Risk Transaction • Small, in-market acquisition of an established franchise with a 60-year history and strong cultural fit • Leverages the recent scaling of our Enterprise Risk Management function • Streamlines integration as both banks run on the same core banking platform • Comprehensive due diligence and loan review processes Financially Compelling • Estimated EPS accretion of 15% in 2025 with a tangible book value earnback period < 3 years • Incremental operational efficiencies with expected cost savings of 30% in 2025 and 50% in 2026 • Estimated internal rate of return of 24% |
| BWB FMCB Creates A $5 Billion Entrepreneurial Bank in the Twin Cities 4 1 Source: S&P Capital IQ (data as of June 30, 2023) 2 Pro forma metrics exclude purchase accounting adjustments Twin Cities Future BWB Denovo Branch Site Pro Forma Branch Map 9th Largest Pro Forma Deposit Market Share in the Twin Cities1 Strong Pro Forma Metrics Support Overall Business Model (2Q24)2 Rank Bank HQ Branches Deposits ($M) Market Share 1 U.S. Bancorp MN 84 $ 95,116 40.02% 2 Wells Fargo & Co. CA 88 $ 50,360 21.19% 3 Ameriprise Financial Inc. MN 2 $ 20,933 8.81% 4 Huntington Bancshares Inc. OH 69 $ 6,565 2.76% 5 Bank of Montreal CAN 27 $ 6,480 2.73% 6 Bremer Financial Corp. MN 19 $ 5,302 2.23% 7 Bank of America Corp. NC 18 $ 4,521 1.90% 8 State Bancshares, Inc. ND 7 $ 3,958 1.67% 9 Bridgewater Bancshares, Inc. (Pro Forma) MN 9 $ 3,842 1.62% 10 Old National Bancorp IN 29 $ 3,631 1.53% $4,687 $4,929 BWB Pro Forma Total Assets ($M) 99.8% 97.7% BWB Pro Forma Loan-to-Deposit Ratio (%) 3.46% 3.34% BWB Pro Forma Cost of Total Deposits (%) LTM Noninterest Income ($000s) $6,448 $7,950 BWB Pro Forma |
| Cash 3.9% Securities 39.5% Loans 53.0% Other 3.6% $242 Million First Minnetonka City Bank – A Classic Minnesota Community Bank 5 First Minnetonka City Bank • Headquarters: Minnetonka, MN • Year Established: 1964 • Branches: 2 Full-Service Retail Branches • YoY loan growth: 3.3% • Loan yield: 6.09% • CRE / RBC: 7% • NOO CRE exposure: $2.2M • 36% of the loan portfolio matures over the next 3 years Franchise Highlights • Wide range of commercial, small business and consumer banking services, including retirement, employee benefits and investment advisory • Attractive low-cost, granular deposit base with a low loan-to-deposit ratio • Pristine asset quality including YTD net charge-offs/average loans of 0.07% and NPAs/assets of 0.08% • Superior 5-Star Bauer rating1 2Q24 Financial Highlights $242M Total Assets 2.56% Net Interest Margin 19.8% Noninterest Income / Revenue 61% Loan-to-Deposit Ratio 1.47% Cost of Funds 0.08% Nonperforming Assets / Assets 2Q24 Asset Composition 1-4 Fam 37.9% Leases 34.5% CRE 16.3% C&I 9.5% Consumer 1.4% Multifamily 0.1% Other 0.3% $128 Million Asset Mix Loan Mix • High quality securities portfolio with 100% rated A or better and 86% rated AAA • Securities mix: • Agency MBS (53%) • Treasuries (31%) • Municipal Bonds (16%) • No held-to-maturity securities 1 Source: Bauer Financial |
| High Quality Deposit Base Enhances Liquidity Profile 6 Noninterest-Bearing Transaction 22.6% Interest-Bearing Transaction 19.7% Savings & MM 35.7% Time 22.0% $212 Million FMCB 2Q24 Deposit Composition FMCB’s Low-Cost, Granular Core Deposit Base Acquisition and Enhanced Liquidity Profile Create Balance Sheet Optionality for BWB, such as: 1.34% Cost of Deposits 95.4% Core Deposits1 22.6% Noninterest-Bearing Deposits No Brokered Deposits 71% Deposits Below $250K ~9,000 Deposit Clients ~$4K Median Account Balance $106M Deposits per Branch 15 Yrs Average Age of Account 1 Total deposits less brokered deposits and certificates of deposit greater than $250,000 Accelerate Loan Growth Pay Off Higher Cost Wholesale Borrowings Retain Elevated Liquidity Position Reposition Balance Sheet via FMCB Securities Sale 61% Loan-to-Deposit Ratio |
| Pro Forma Loan and Deposit Composition 7 Loan Composition Deposit Composition Pro Forma1 CRE NOO 28.2% Multifamily 37.0% C&D 5.1% 1-4 Family Mortgage 11.0% CRE OO 4.9% C&I 13.6% Consumer & Other 0.2% $3.8 Billion CRE NOO 14.8% Multifamily 0.1% C&D 0.0% 1-4 Family Mortgage 37.9% CRE OO 1.5% C&I 9.5% Leases 34.5% Consumer & Other 1.7% $128 Million CRE NOO 27.7% Multifamily 35.8% C&D 5.0% 1-4 Family Mortgage 11.8% CRE OO 4.8% C&I 13.5% Leases 1.1% Consumer & Other 0.3% $3.9 Billion NIB Transaction 18.5% IB Transaction 19.8% Savings & MM 24.8% Time 9.8% Brokered 27.1% $3.8 Billion NIB Transaction 22.6% IB Transaction 19.7% Savings & MM 35.7% Time 22.0% Brokered 0.0% $212 Million NIB Transaction 18.7% IB Transaction 19.8% Savings & MM 25.4% Time 10.4% Brokered 25.7% $4.0 Billion 1 Excludes purchase accounting adjustments |
| Transaction Terms and Assumptions Consideration • 100% cash transaction value structured as an asset purchase for tax purposes • Includes minimum Tier 1 capital requirement to be delivered by FMCB Purchase Accounting Marks • Credit mark of $0.9 million on the total loan portfolio • Interest rate mark of $6.1 million on the total loan portfolio • No fair value adjustments on the securities portfolio Merger Costs • $2.7 million , pre-tax ($2.0 million after-tax) Est. Cost Savings • 30% of FMCB’s projected noninterest expense base in 2025 and 50% in 2026 • Fully phased-in during 2025 Revenue Synergies • Opportunities identified but not modeled Timing & Approvals • Anticipated closing in 4Q24 • Customary regulatory approvals required • Anticipated systems conversion in 2Q25 Other Assumptions • Partial sale of FMCB’s securities portfolio to redeploy into loans at market rates • Model does not assume potential tax benefits of asset purchase structure Structure • Bank level transaction for both entities Core Deposit Intangible • 4.1% of FMCB’s core deposits, amortized over a 10-year period 8 |
| Estimated Financial Impact 9 Financial Impact Pro Forma Capital Ratios at Close 2025E EPS Accretion TBV Earnback Period TBV Dilution Internal Rate of Return 15% < 3 Years 5% 24% TCE / Tangible Assets CET 1 Ratio Tier 1 Ratio Tier 1 Leverage Ratio 7.34% 8.81% 10.36% 9.03% Total RBC Ratio 13.41% |
| Comprehensive Due Diligence Process 10 Due Diligence Focus Areas Financial and Accounting Credit Review Tax Securities Portfolio Regulatory Compliance Human Resources Operations Information Technology Internal and External Audit Interest Rate Management Legal Matters Facilities Due Diligence Overview • Comprehensive and collaborative due diligence process over a three month period • Significant engagement across all functional areas with day-to-day involvement of BWB’s Strategic Leadership Team • Due diligence process involved third party support from external valuation consultant and legal counsel • Detailed loan portfolio and asset quality review • Both banks use the same core banking system (Fiserv Premier), which should streamline integration and conversion costs and processes Scope of Loan Review Process • Reviewed all loan types with a special emphasis on commercial, leasing and first mortgage residential loans • Effectively evaluated approximately 90% of the total loan portfolio • Reviewed all loans over $600K, which represented the 25 largest loans • Reviewed all loans rated Watch or below and all participations purchased • Reviewed loan policies, problem loan reports and spoke with senior leadership to better understand lending practices FMCB’s Strong Credit Profile 0.13% 0.00% 0.00% 0.00% 0.10% 0.08% 2019 2020 2021 2022 2023 2Q24 Nonperforming Assets / Assets (%) 0.02% 0.02% (0.01)% (0.14)% 0.01% 0.07% 2019 2020 2021 2022 2023 2Q24 YTD Net Charge-Offs / Average Loans (%) |
| Complementary Acquisition Enhances Position for Future Success 11 • Improves the deposit mix by adding a low-cost, granular core deposit base • Enhances the liquidity profile by adding a balance sheet with a low loan-to-deposit ratio of 61% • Creates balance sheet optionality to put liquidity to work and/or pay down wholesale borrowings • Reduces CRE concentration by adding a well-diversified loan portfolio focused on 1-4 family and leasing • Diversifies the revenue mix by adding incremental fee income via an investment advisory platform • Provides a low-risk M&A integration through a small, in-market acquisition of an established, 60-year-old bank • Accelerates existing strategic priorities by supporting profitable growth, increasing market share and creating efficiencies across the business |
