Good day and thank you for standing by. Welcome to WSFS Financial Corporation third quarter 2021 earnings conference call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. As a reminder, this conference call is being recorded. I would now like to turn the call over to Dominic Canuso, Chief Financial Officer. Please go ahead.

Thank you, Charlie, and thank you to all of you for taking the time to participate on our call today. With me on this call are Rodger Levenson, Chairman, President and CEO; Art Bacci, Chief Wealth Officer; Steve Clark, Chief Commercial Banking Officer; and Rick Wright, Chief Retail Banking Officer. Before I begin with remarks on the quarter, I would like to read our safe harbor statement. Our discussion today will include information about our management's view of our future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements due to risks and uncertainties, including but not limited to the risk factors indicated in our annual report on Form 10-K and our most recent quarterly reports on Form 10-Q, as well as other documents we periodically file with the Securities and Exchange Commission. All comments made during today's call are subject to the safe harbor statement. Good afternoon everyone and thank you for joining us on the call. Our earnings release and investor presentation, which we will refer to on today's call, can be found in the Investor Relations section of our company's website. We had another solid quarter, consistent with the first half of the year, driven by our diversified business model and the strength of our strategic position in our marketplace. Local economic activity continued to rebound throughout the summer and into the fall across our footprint, bolstered by very positive sentiments from our customers, growth in our commercial loan pipeline, continued strength across our fee-based businesses and positive credit trends. Highlighted on slide four of our investor presentation, third quarter core net income was $56.7 million, a $1.19 earnings per share and a 1.48% return on assets. Reported net income was $2.3 million lower than core results, primarily driven from corporate development costs related to the BMT combination and in line with original deal model expectations. Excess liquidity continues to have a significant influence on our near-term performance, including impacts on our net loan growth, deposit levels, growth in our treasury investment portfolio and diluting NIM, PPNR as a percentage of assets and ROA. As seen on slide five, net growth in loans in the quarter, when excluding PPP and purposeful runoff portfolios, was down $80 million. We had another strong quarter of new commercial loan originations near $400 million as seen on slide six. This is relatively consistent with 2Q, continuing our recovery nicely from prior year lows and almost fully back to pre-pandemic levels. Our loan generation should grow from those levels before, with the full opportunities from Beneficial, the benefits from our investment in delivery transformation, and additional strategic relationship manager hires. However, existing commercial loan payoffs remain elevated in this environment, with heightened payoffs in construction and commercial mortgages, along with a reduction in our held-for-sale residential portfolio in the quarter. Consumer loans grew 5% annualized in the quarter as we launched our new digital consumer lending product powered by Upstart. Our lending partnerships including Spring EQ, LendKey, cred.ai and Upstart now account for almost $500 million in total consumer loans. Customer deposits grew another $64 million in the quarter from seasonal growth in municipal and public funded accounts. Customer deposits are now up 14% or $1.6 billion year-over-year and up 35% or $3.3 billion from March 2020 at the onset of the pandemic. This excess liquidity is the positive outcome from our strong response to our customers' PPP needs, our relationship-based business model and the diversity of our deposit base with over 50% of deposits coming from commercial, small business and wealth management. Total deposit costs are now at a very low 10 basis points and our loan-to-deposit ratio is at 63%, providing significant capacity for future low-cost loan growth. We have put this excess liquidity to good use by paying down over 90% of our wholesale funding over the past six quarters and over doubling our treasury investment portfolio from $2.1 billion at the beginning of 2020, or 17% of assets at the time, to $4.3 billion currently, which is 28% of assets. These additional investments are comprised of high quality, marketable, investment-grade securities consistent with our overall investment portfolio strategy. In the quarter, excess liquidity including the impacts of these incremental investments reduces ROA by 23 basis points and net interest margin by 61 basis points. We expect some additional pressure purchases in 4Q to bring the investment portfolio asset mix into the low 30s as a percentage of assets, which will blend down to the mid-20% post-BMT. We anticipate the impact on interest margin from excess liquidity comes down to approximately 50 basis points by the beginning of 2022 and down from there as excess liquidity runs down and the cash flows from the investment portfolio are consumed by net loan growth that we anticipate and are well positioned for. Net interest margin in the quarter, detailed on slide six, is 3.05%, which includes 18 basis points of purchase accounting accretion and five basis points of PPP income, both more than offset by the 61 basis points of negative impact from excess liquidity. Excluding PAA, PPP and excess liquidity, underlying NIM increased two basis points over the prior quarter. Third quarter fee revenue again demonstrated the strength and diversity of our fee products and services, especially in this lower interest rate environment. Core fee revenue was a healthy 30% of total revenue when excluding PPP and supported by 16% year-over-year growth in wealth management and 10% year-over-year growth from Cash Connect. These were offset by lower mortgage banking fees as the consumer refinance market slowed from record highs in 2020. As seen on slides nine and 29, overall credit quality continued to trend favorably following the peaks in late 2020. Criticized assets were down $93 million in the quarter to $532 million and down $233 million or 30% from the peaks. Delinquencies were down to 0.57% of assets from the peak of 0.88% in late 2020. Combined with the continued positive economic outlook, the ACL declined $27.5 million to $104.9 million or 1.30% of assets, which is 1.58% when including estimated remaining credit marks from acquired portfolios. We continue to generate significant capital through earnings and have a strong capital position heading into the combination with BMT with a TCE of 9.17% and bank CET1 ratio of 14.59%. Our Board of Directors approved a quarterly cash dividend of $0.13 per share of common stock and no shares were purchased in the quarter as we have paused repurchases until the close of the BMT transaction. We are optimistic and excited about our future prospects, given our unique, competitive and strategic position in our markets, the strength of our national fee-based businesses, along with the upcoming combination with BMT. Regarding BMT, on July 21, the OCC, our primary regulator, approved the transaction. As we await final regulatory approval from the Federal Reserve in Washington, our highly engaged teams at BMT and WSFS continue to work together diligently preparing for a quick close of the transaction and the bank conversion and integration planned for early 2022. Thank you and we will be happy to take your questions.

Your first question comes from the line of Michael Perito, KBW. Please go ahead.

Hi, guys. Good afternoon. Thanks for taking my questions.

Hi, Michael.

A few things I wanted to hit first, just on loan growth. I realize the environment and the paydowns are a little uncertain, but you do have pretty good line of sight on kind of the planned runoffs and when that should run its course. When do you think it will be realistic to assume you can return to a net growth posture? I realize the origination side of that might be a little bit more complicated. Are we thinking mid next year? Or do you think post-Bryn Mawr close, that it could push it out further than that? Just curious if you will offer any color around that.

Michael, this is Steve Clark. On the production side of our business, we feel really pleased with production. As Dominic mentioned, fundings in the third quarter followed a really strong second quarter, and we are seeing increased activity since September with more opportunities coming our way. We feel good about our pipeline and production forecast. The commercial 90-day weighted pipeline is about $250 million. We have small business Q4 of another $30 million. When you look at that along with our strategic partnerships on the consumer side and what NewLane Finance is generating, we feel that the production will be there. What we cannot control is the payoff side. So your question is hard to answer, but we think we are well positioned to take advantage of our current market position here in the Greater Philadelphia area.

Michael, to add to that regarding the runoff portfolios: as we mentioned last quarter, the commercial lending that we acquired from Beneficial that was non-relationship-based has pretty much run its course at this point. We don't anticipate a further net impact from that. What's remaining is the residential mortgage, which will runoff based on its average life and the impacts from the residential mortgage market. On net loan growth, as Steve mentioned, there are lots of opportunities on commercial from the Beneficial integration that we didn't fully take advantage of because of COVID, the upcoming BMT opportunity, investments in delivery transformation and successful hires over the last years. Add strategic partnerships and products on the consumer side, including the Upstart product launched in the third quarter, along with opportunities in our NewLane leasing business. Across all platforms, we see lots of positive activity from our customers and anticipate that to lead to net growth in the future.

Helpful. The reason I phrased the question like that and leading to my next question: assuming net isn't overly robust for the next one, two or three quarters, is it fair to assume that the buyback authorization will be used as it has been historically to deploy capital until there is growth that requires the excess capital?

Yes. We have paused our share repurchase program and we are generating significant capital. We are pleased with the amount of capital going into the combination. As we have done historically, when we look at excess liquidity, we consider the economic environment, our organic opportunities and inorganic opportunities. We believe we will be in a very strong position to reengage with share repurchases after the close and still have capital remaining for investments on the organic side of the loan book.

Helpful. One last one for me: I saw a bank merger that pushed back their closing date waiting for Federal Reserve approval. You guys still indicate that a Q4 close is expected. Is there any color or concern that that could get pushed back as you wait for the final approval?

Hi Michael. The short answer is no. We said early fourth quarter. As Dominic outlined, we are pleased to have received OCC approval in mid-July. Regarding our Fed approval, we understand we provided all the information they need to vote on the application. As you may have seen, the Fed is evaluating several others as well, so they are going through their process. We are respectful of that. The important thing is once we receive approval we are ready to close immediately. Most importantly, the integration is going very well. The teams have come together and we are moving full speed ahead, planning for the conversion to happen in early 2022 and continuing in that direction.

Perfect. That's really helpful. Thank you guys for taking my questions. I appreciate it.

Thank you, Mike.

Your next question comes from the line of Erik Zwick with Boenning & Scattergood. Please go ahead.

Hi. Good afternoon, guys.

Hi, Erik.

Just to stick on the loan growth theme for a second. Dominic, in your comments you mentioned seeing some good growth in the commercial pipeline. Steve, you added commentary earlier. Could you add a little more color in terms of types of industries supporting the growth and the average yields you are seeing in the pipeline that you expect to bring onto the balance sheet at some point?

Yes. Of our existing pipeline on the commercial side, about $174 million of that is C&I, and we are pleased to see that versus about $77 million in CRE. Our strategic focus continues to be C&I and that's where we are seeing activity across a broad spectrum with no specific industry concentration. On the CRE side, we see many opportunities in the multi-family space and in residential development, sold units, some A&D work, underwritten around takedown agreements with national builders. On yields for the quarter, new loans originated and funded during the quarter had a yield of about 3.79% versus payoffs in the quarter of 3.58%. Year-to-date, new funding yields have been about 3.65%. We are targeting mid-threes, versus payoffs that year-to-date have actually been higher at about 3.93%.

Erik, to add more color: as you heard from Dominic and Steve, while remaining consistent with our relationship-based strategy in this region, we have multiple levers to pull on loan growth and we are optimistic about the combination with BMT. Offers were made to all of their lending team to join us. There is positive momentum in integration planning with those teams. Having a bigger balance sheet and a more robust product set bodes well for growth. The 11 lenders we brought over, many just crossed the one-year anniversary this quarter, and their business is building and growing. That will contribute to loan growth going forward.

That's great. With regard to the new Upstart partnership, can you provide any color on expected average loan size, credit risk profile and growth outlook going forward?

Yes. It's early stages. This is primarily an unsecured product and, as we have seen, is often used for debt consolidation. The yields are in the low double digits, roughly 12% to 14%. Average loan is about $15,000. All of this is within our footprint, utilizing our underwriting approach and applying Upstart's AI proprietary scoring system, with opportunities to build further relationships beyond the loan into deposits, mortgage and deepening the relationship across WSFS.

Thanks Dominic. One last question: for the remaining PPP loans, what's the remaining fees and your expectation for forgiveness timing?

We anticipate almost all of the remaining PPP loans—about $67 million at quarter-end—to be forgiven or in the process of forgiveness. At this point, they will begin to accrue interest, but there could be maybe $5 million to $10 million that ultimately doesn't get forgiven and remains as loans. The impact going forward from the unaccretive fees will be nominal—around one basis point beginning in the fourth quarter and going forward.

Okay. Thank you. That's all for me today. Thanks for taking my questions.

Thanks, Erik.

Thanks, Erik.

Your next question comes from the line of Russell Gunther with D.A. Davidson. Please go ahead.

Hi. Good afternoon, guys.

Hi, Russell.

I appreciate the slide five that tracks the loan growth moving pieces. As the Beneficial commercial runoff is almost done, will there be any addition to either commercial or residential runoff portfolios once the Bryn Mawr transaction is closed?

Yes. There will be some additional residential mortgage added to the runoff population because Bryn Mawr continues to originate and hold assets versus our originate-and-sell approach. There are very small pockets—nominal amounts—of C&I that we believe would be non-relationship-based or not on strategy, probably $50 million to $100 million in that range.

Okay. And you commented about strategic relationship manager hires. Rodger mentioned 11 just crossed the one-year anniversary. Can you talk about any additional adds in the quarter, where these hires are coming from, contributions across the loan portfolio and geographies, and any planned additions?

Russell, I want to clarify: we hired 11, and many of those just crossed the one-year anniversary; some have been here longer. The positive aspect is we are seeing impact across all businesses and geographies. We have added people in C&I in the city of Philadelphia, in the western suburbs, in South Jersey, and we continue to receive inbound inquiries, particularly from relationship managers at larger banks facing changes or who feel they cannot serve their customers as they used to. Our bar is high: we only bring people consistent with our relationship-driven model who can bring a book of business because we have made significant investments already. We added another one this recent quarter and will continue discussions. There is a slide that outlines the commercial business; we have significant momentum in this region and I wouldn't expect large additional hiring unless a unique opportunity arises. Post-BMT, we feel very good about the team and the opportunity to grow the loan book.

I appreciate the color. One more: you mentioned total consumer loans about $500 million from digital partnerships. Could you frame up the aggregate growth rate you might expect from those partnerships going forward?

We anticipate continued growth from those partnerships, but we haven't communicated our 2022 plan and assumptions yet; we will in January with Q4 results. We see tremendous opportunity to build relationships through those partners. Spring EQ is a function of the mortgage market, LendKey is a function of the student lending market. We see opportunity with Upstart for incremental net growth to that population and to continue to build those relationships.

Okay. Last question: Rodger, you mentioned expectations to stick with an early next-year conversion of Bryn Mawr. Are you still comfortable with the timing and magnitude of cost savings? Any color on where the expense run rate could shake out as cost saves are realized and franchise investment continues?

On cost saves: as part of the combination modeling and expectations, the bank conversion and integration will phase the cost savings, primarily with branch closures and consolidations followed by some staff savings and ultimately technology savings. These will occur throughout the year with the expectation that by the end of the year we are hitting close to 100% of the anticipated cost saves we communicated as part of the combination, such that in 2023 we would have the full impact of those savings.

Russ, the confidence on timing, in addition to the regulatory approvals, comes from our playbook. That playbook has improved as we've gone through combinations, including with Beneficial, which was a bit larger than Bryn Mawr. Teams have been working together for over eight months on planning. Sitting here today, we feel good about that timeline.

Thank you both for taking my questions.

Thank you.

Your next question comes from the line of Brody Preston with Stephens Inc. Please go ahead.

Hi. Good afternoon everyone.

Hi, Brody.

Dominic, I wanted to ask on the provision guidance—the negative $90 million to negative $100 million for the year. Year-to-date you are at negative $109 million on the loan loss provision. The guidance would seem to imply that excluding Bryn Mawr, you think you would return to a positive provision from here. Given that you are still roughly 30 basis points or so above your day-one CECL adjustment reserve on an ex-PPP basis, why does the guidance indicate you would see a positive provision in the fourth quarter?

Thanks for the question. The full-year 2021 core outlook on slide 10 communicates what we presented in our mid-year update and we didn't want to remove that so we remain transparent around the full-year expectations we had previously communicated. We are running ahead of that on the provision, given the release in the third quarter. I think we are at roughly the 130 basis point mark. It's unlikely we would get back to the day-one CECL adjustment because of how the model incorporates recent behaviors and trends. Given where criticized and classified loans are, if there is continued reduction, there could be opportunity to release additional reserves. Ultimately, with loan growth we would expect to build reserves in the future that correspond with net growth rates.

Got it. Thanks for the clarification. On the criticized loans, in the slide you outlined select portfolios. For hotel and food service, those have been challenged over the last 18 months. What do we need to see before those normalize over the next couple of years?

On the hotel side, we need to see continued improvement in occupancy and ADR. Our criticized hotel book peaked around 50% and is down to 33% now. We continue to see really strong performance on the leisure side—about 35% of that book—and many Jersey Shore and Delaware beach properties have exceeded 2019 performance in many cases. We need to see continued improvement in the business segment, particularly in the Philadelphia market. Market data and our customer data show improvements compared to 2020, but not back to 2019 or 2018 levels yet. On food service, many businesses are still sitting on significant stimulus funds; we need to see that spent and then observe operational performance. A little bit of wait-and-see, but our credit stats—delinquency and such—show those businesses continue to perform and pay.

Probably the other thing to add on the hotel sector: as you saw in the release, we actively monitor these portfolios, especially hotel. We sold two loans related to one relationship in the hotel space because we felt that borrower, which had been a classified asset for a while, was relatively weak in global cash flow and concentrated in business travel. We felt there was a significant likelihood of becoming an NPA if recovery didn't continue. Based on the relationship with the borrower, we decided to sell those two loans. We sold them for north of $0.90 on the dollar and will continue to monitor that portfolio very actively.

Thank you for that. I also noted in Cash Connect you called out investments in personnel in armored carrier services. Given the growth of that business, were those investments done for growth purposes or any other reason?

Primarily timing, consistent with our strategy in the business. We continue to look for positive operating leverage and invest in technology, consistent with delivery transformation to create back-office efficiencies along with revenue opportunities. This was somewhat of a timing play in the third quarter, but we continue to anticipate strong ROAs and top- and bottom-line growth from that business going forward.

I see that your branch transactions are consistently around two-thirds of prior levels. Why couldn't you close a third of your branches if transactions are down a third? Should we expect more branch rationalization as you evaluate the 2022 plan at year-end?

When we announced Bryn Mawr, it gave us the opportunity to review the combined retail footprint. We announced a significant reduction in locations as part of that, which considered geographic overlap, foot traffic and all performance metrics. We said we'd continue to evaluate and likely do more in smaller pieces. Net, we said we'd be back to legacy WSFS totals once we got through the first phase. We were at 89 locations before the combination; Bryn Mawr added just over 40. We said we'd get back to around 89 and then proceed in smaller steps. That process continues. We constantly evaluate, and we coordinate the rollout of delivery transformation investments to ensure affected customers have a richer digital interaction with us.

I'll add that transactions are part of the evaluation, but branches are increasingly sales centers. Our wealth business and small business use branches for sales. That sales function factors into consolidation decisions.

To evaluate branch count, transactions are a primary performance metric, but branches serve sales and relationship roles, which we consider in consolidation.

One last question: wealth has been a real success for you and Bryn Mawr. What's driving market share gains in trust and structured product services? Anything specific enabling you to take greater market share every quarter?

Brody, I appreciate the comment. We've seen strong growth in corporate trust, less so in bankruptcy because there's not much activity there. We've brought on new people in business development that have opened doors we didn't have before. We've also formed partnerships with firms like Portford and Intain to implement technology that automates reporting a trust company must do. When we package our services and present that to the marketplace, it's resonating. We've seen market share growth in structured products from about 6% a year ago to about 8% this year, and we continue to see a good inflow. The securitization market remains strong.

Great. Thank you for answering my questions and taking them.

Thank you.

Thanks, Brody.

Your next question comes from the line of David Bishop with Seaport Research. Please go ahead.

Yes. Thank you. Good afternoon, gentlemen.

Hi, David.

Most of my questions were asked, but I wondered about commercial line usage—where was that this quarter versus last quarter or the same time last year?

David, in the quarter the utilization rate for commercial lines went down to 33.3%, down from 35.4% the prior quarter. That represents about $35 million of outstanding balances being paid back. From year-end 2019, the utilization rate was 43.5%, and compared to this quarter that represents about $219 million of balances paid back.

If you look historically, mid-40s was our typical utilization pre-pandemic. Moving back toward that would indicate where things stand in the economy.

Got it. That's good color. Another way to ask about consumer lending segments: you said $500 million from partnerships—how big might those partnerships get as a percentage of loans?

Broadly, for consumer loans we'd like a mix around 20% consumer loans and 80% commercial loans over time. It will take a while to get there, particularly with Bryn Mawr adding significant commercial loans and a modest residential mortgage portfolio. We are entering a new phase with these partnerships that we think has great promise not just for loan totals but for customer and relationship acquisition. We'll watch how these grow over time.

Great. Thank you.

Your next question comes from the line of Erik Zwick with Boenning & Scattergood. Please go ahead.

Hi. Quick follow-up: looking at the core net interest margin at 2.82% and Dominic's comments about putting some liquidity to work in 4Q into the investment securities portfolio, is it fair to infer that 2.82% may be a bottom for the core margin and we could see expansion going forward?

Yes, that's fair. We expect the drag from excess liquidity to come down closer to 50 basis points by the beginning of next year. That will remain until excess liquidity runs off or net loan growth consumes the cash flow from the portfolio. Then it comes down to mix and growth. Between NewLane and Upstart and some products which have attractive yields relative to commercial, along with where the pipeline looks from a yield perspective, the core NIM should expand from here.

Thanks Dominic. That's all from me.

That concludes the question-and-answer session for today. I will now turn the call over back to Dominic Canuso for final comments.

Thank you all again for attending today. Rodger and I will be attending investor conferences and events during the fourth quarter and look forward to meeting with many of you then. Have a good weekend. Thank you.

Thank you.

Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.