WSFS FINANCIAL CORP - FORM 8-K - EX-99.2

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EX-99.1 - EX-99.1 - WSFS FINANCIAL CORP	d883955dex991.htm
8-K - FORM 8-K - WSFS FINANCIAL CORP	d883955d8k.htm

WSFS Financial Corporation

to acquire

Alliance Bancorp, Inc. of Pennsylvania

March 3, 2015

Exhibit 99.2

FORWARD-LOOKING STATEMENT DISCLAIMER

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. Such statements include, without limitation, references to the Company’s financial goals, management’s plans

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. Such

forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) 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, those related to the economic environment, particularly in the market areas in which the

Company operates, including an increase in unemployment levels; the volatility of the financial and securities markets, including changes with respect

to the market value of financial assets; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing

margin; increases in benchmark rates would increase debt service requirements for customers whose terms include a variable interest rate, which may

negatively impact the ability of borrowers to pay as contractually obligated; changes in government regulation affecting financial institutions, including

the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules being issued in accordance with this statute and potential expenses and

elevated capital levels associated therewith; possible additional loan losses and impairment of the collectability of loans; seasonality, which may impact

customer, such as construction-related businesses, the availability of public funds, and certain types of the Company’s fee revenue, such as mortgage

originations; possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar

organizations, may have an adverse effect on business; possible rules and regulations issued by the Consumer Financial Protection Bureau or other

regulators which might adversely impact our business model or products and services; possible stresses in the real estate markets, including possible

continued deterioration in property values that affect the collateral value of underlying real estate loans; the Company’s ability to expand into new

markets, develop competitive new products and services in a timely manner and to maintain profit margins in the face of competitive pressures;

possible changes in consumer and business spending and savings habits could affect the Company’s ability to increase assets and to attract deposits;

the Company’s ability to effectively manage credit risk, interest rate risk market risk, operational risk, legal risk, liquidity risk, reputational risk, and

regulatory and compliance risk; the effects of increased competition from both banks and non-banks; the effects of geopolitical instability and risks

such as terrorist attacks; the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes, and the effects of man-

made disasters; possible changes in the speed of loan prepayments by the Company’s customers and loan origination or sales volumes; possible

acceleration of prepayments of mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on

prepayments on mortgage-backed securities due to low interest rates; and the costs associated with resolving any problem loans, litigation and other

risks and uncertainties, discussed in the Company’s Form 10-K for the year ended December 31, 2013 and other documents filed by the Company with

the Securities and Exchange Commission from time to time. Forward looking statements are as of the date they are made, and the Company does not

undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

This presentation speaks only as of its date, and WSFS disclaims any duty to update the information herein.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, WSFS will file with the SEC a Registration Statement on Form S-4 that will include a proxy

statement of Alliance and a prospectus of WSFS, as well as other relevant documents concerning the proposed transaction. This

communication 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. SHAREHOLDERS OF ALLIANCE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS

REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS

ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about WSFS and Alliance, may be obtained

at the SEC’s Internet site (http://www.sec.gov), when they are filed. You will also be able to obtain these documents, when they are filed,

free of charge, from WSFS at www.wsfsbank.com under the heading “About WSFS” and then under the heading “Investor Relations” and

then under “SEC Filings” or from Alliance by accessing Alliance's website at www.allianceanytime.com under the heading “Stockholder

Information” and then under “Corporate and Market Information”. Copies of the Proxy Statement/Prospectus can also be obtained,

when it becomes available, free of charge, by directing a request to WSFS Financial Corporation, WSFS Bank Center, 500 Delaware

Avenue, Wilmington, Delaware 19801, Attention: Corporate Secretary, Telephone: (302) 792-6000 or to Alliance Bancorp,Inc. of

Pennsylvania, 541 Lawrence Road, Broomall, Pennsylvania 19008, Attention: Corporate Secretary, Telephone: (610) 353-2900.

PARTICIPANTS IN THE SOLICITATION

Alliance and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the

shareholders of Alliance in connection with the proposed merger. Information about the directors and executive officers of Alliance and

their ownership of Alliance common stock is set forth in the proxy statement for Alliance’s 2014 annual meeting of shareholders, as filed

with the SEC on Schedule 14A on March 19, 2014. Additional information regarding the interests of those participants and other persons

who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed

merger when it becomes available. Free copies of this document may be obtained as described in the section above.

STRATEGIC RATIONALE

Strategic

Rationale

Financially

Attractive

•

Consistent with WSFS’s strategic growth plan in Southeastern PA

•

Only remaining independent community bank of scale headquartered

in attractive Delaware County market

•

Favorable demographics, similar to WSFS core markets

•

8 offices in overlapping and adjacent market; WSFS will have 17

locations in Southeastern PA at close

•

Alliance -

Assets of $421mm; Loans $310mm; Deposits of $345mm

•

Alliance customer base provides appealing cross-sell opportunities for

WSFS products and services including Array Financial (residential

mortgages), Treasury Management, Mobile Banking, and Wealth

Management.

•

Platform for future growth in Southeastern PA

•

Compatible culture; client focused community banking model

•

Accretive to first full year earnings per share excluding one-time costs

•

Slight dilution to tangible book value earned back in 4.7 years

•

WSFS pro forma capital ratios well in excess of “well-capitalized”

guidelines following close

•

17% anticipated IRR

Pro

forma

ownership

Alliance

shareholders

WSFS

–

8.0%

OVERVIEW OF ALLIANCE BANCORP, INC.

Represents bank level (Alliance Bank) financial data as of and for the year ended December 31, 2014.

Source: SNL Financial and Company provided information.

As of 12/31/14

$284

$303

$310

$270

$280

$290

$300

$310

$320

2012

2013

2014

Total Gross Loans ($mm)

76%

88%

90%

60%

70%

80%

90%

100%

2012

2013

2014

Loan / Deposits (%)

Financial Highlights

Total Assets ($mm)

420.8

Gross Loans ($mm)

310.2

Total Deposits ($mm)

344.8

Loans / Deposits

89.98%

Capital Ratios

Tangible Equity ($mm)

66.5

Tangible Equity / Tangible Assets

15.79%

Total Risk-Based Ratio

23.19%

Leverage Ratio

14.39%

Asset Quality Metrics

NPAs / Total Assets

1.72%

NPAs Ex. TDRs / Total Assets

0.60%

LLR / Gross Loans

1.44%

NCOs / Avg. Loans

0.07%

Profitability Metrics

Net Income ($mm)

2.6

Return on Average Assets

0.60%

Return on Average Equity

3.74%

Net Interest Margin

3.61%

ATTRACTIVE COMBINED FRANCHISE

(1)

Does not include purchase accounting adjustments.

(2)

Based on 20 Day Average WSFS share price as of 2/26/2015 of $77.77.

Source: SNL Financial and Company provided information.

The

combination

creates

the

largest,

most

diversified,

community

bank

headquartered

the Delaware Valley (Philadelphia-Camden-Wilmington MSA).

($mm)

12/31/2014

Combined

(1)

Assets:

4,853

421

5,274

Gross Loans:

3,225

310

3,535

Deposits:

3,649

345

3,994

Market Cap

(2)

731

794

Offices:

Assets Under Management:

1,187

Assets Under Administration:

9,416

Deposit Market Share (Delaware County) as of 6/30/2014

Rank

Institution

Branches

Deposits

($mm)

Market

(%)

Toronto-Dominion Bank

2,354

19.8%

Wells Fargo & Co. (CA)

2,333

19.6%

Royal Bank of Scotland Group

1,625

13.7%

PNC Financial Services Group (PA)

1,111

9.4%

Banco Santander

832

7.0%

Bryn Mawr Bank Corp. (PA)

589

5.0%

Beneficial Bancorp Inc (PA)

413

3.5%

Bank of America Corp. (NC)

404

3.4%

Pro Forma

388

3.3%

Alliance Bancorp of Penn (PA)

342

2.9%

M&T Bank Corp. (NY)

261

2.2%

WSFS Financial Corp. (DE)

0.4%

Total (1-10)

128

10,263

86.4%

Total (1-31)

169

11,881

100.0%

MARKET DEMOGRAPHICS

Delaware

Pennsylvania

New Castle

Kent

Sussex

Delaware

Chester

County

Total Population

551,010

171,028

207,614

562,633

511,036

Median Household Income

$66,757

$52,489

$56,481

$61,896

$80,383

% of Household Income > $100k

30.6%

16.5%

21.6%

28.5%

39.3%

Median Home Value

$254,448

$199,798

$245,039

$240,250

$324,247

Current Unemployment Rate

4.4%

4.6%

5.1%

4.5%

3.4%

WSFS Offices

(3)

4 / 11

(1)

(2)

/ 5

(1)

Distance from WSFS HQ to Alliance HQ

25 miles

(1)

Pro Forma for Alliance.

(2)

Pro Forma including new WSFS Devon, PA office opening March 2015

(3)

WSFS offices in Nevada, Virginia, and Montgomery County, PA are not included in this chart.

Source: SNL Financial.

Alliance operates in a contiguous market with similar demographics to WSFS’s home

market, where we have had success for 183 years.

PRO FORMA LOANS AND DEPOSITS

Note: Financial data as of 12/31/2014. No purchase accounting assumptions are incorporated in the pro forma loan and

deposit composition. Owner occupied CRE is classified as C&I.

Source: SNL Financial and Company provided information.

ALLB:

$310.2 mm

WSFS:

$3,224.6 mm

Pro Forma:

$3,534.8 mm

ALLB:

$344.8 mm

WSFS:

$3,649.2 mm

Pro Forma:

$3,994.0 mm

Pro Forma Loan Composition

Pro Forma Deposit Composition

1-4 Family

39%

C&I

20%

CRE &

Multi

Family

31%

Constr.

and Dev.

Other

Loans

1-4 Family

C&I

54%

Multi

Family

25%

Constr.

and Dev.

Other

Loans

CRE &

9.1%

1-4 Family

10%

C&I

51%

CRE &

Multi

Family

26%

Constr.

and Dev.

Other

Loans

Transaction

41%

MMDA &

Savings

40%

Retail CDs

15%

Jumbo CDs

Transaction

22%

MMDA &

Savings

22%

Retail CDs

54%

Jumbo CDs

Transaction

43%

MMDA &

Savings

42%

Retail CDs

11%

Jumbo CDs

Approximately $92.0 million transaction value

70% common stock / 30% cash

0.28955 shares of WSFS or $22.00 in cash

Price / Tangible Book Value of 138.4%

Anticipated closing date in early fourth quarter 2015.

TRANSACTION OVERVIEW AND FINANCIAL IMPACT

Transaction

Structure

Assumptions based on comprehensive due diligence

One-time pre-tax transaction costs of $9.3 million

Cost savings of ~40% of Alliance’s non-interest expense base

Substantial

credit

diligence

undertaken;

expected

credit

mark

3.5%

No revenue synergies are modeled, but they are expected.

Assumptions

3.2% accretive to first full year earnings per share excluding one-time

costs

Tangible book value dilution of 1.8%, earned back in 4.7 years

17% anticipated IRR

WSFS pro forma capital ratios well in excess of “well-capitalized”

guidelines following close

Financial Impact

For more information please contact:

Investor Relations: Steven Fowle

(302) 571-6833 or sfowle@wsfsbank.com

www.wsfsbank.com

Corporate Headquarters

500 Delaware Avenue

Wilmington, DE 19801

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