Provident Financial Services, Inc. (PFS)
NYSE: PFS · Real-Time Price · USD
22.72
+0.36 (1.59%)
Apr 27, 2026, 1:16 PM EDT - Market open
← View all transcripts

M&A Announcement

Sep 27, 2022

Moderator

Hello, and welcome to today's Provident Financial and Lakeland Bancorp Merger Announcement. My name is Bailey, and I'll be your moderator for today's call. All lines will be muted during the presentation portion of the call, with an opportunity for questions and answers at the end. If you would like to ask a question, please press star followed by one on your telephone keypad. I would now like to pass the conference over to Bennett MacDougall, Deputy General Counsel of Provident Financial Services. Please go ahead when you're ready.

Bennett MacDougall
Deputy General Counsel, Provident Financial Services

Thank you, Bailey. Good morning, and welcome. Earlier today, we issued a joint press release announcing the merger of Provident Financial Services and Lakeland Bancorp. In addition, we filed an investor presentation deck on Form 8-K describing the transaction, which we will refer to throughout this morning's discussion. Lakeland also filed its own Form 8-K. Today's presenters are Provident's President and CEO, Tony Labozzetta, its Senior Executive Vice President and Chief Financial Officer, Tom Lyons, and Lakeland's President and CEO, Tom Shara. Also participating on the call is Provident's Executive Chairman, Chris Martin. Before beginning their review of the highlights of our announced transaction, we ask that you please take note of our forward-looking statement disclosure, together with our disclosures concerning important additional information and where to find information concerning our proposed merger with Lakeland Bancorp, as well as the participants in this solicitation.

All of this information is included within our news release and presentation this morning, both of which have been posted to the investor relations page on Provident's website, provident.bank, and Lakeland's website, lakelandbank.com. Now it's my pleasure to introduce Tony Labozzetta, who will offer his perspective on this significant transaction. Tony?

Tony Labozzetta
President and CEO, Provident Financial Services

Thank you, Ben, and good morning, everyone. We are extremely excited to announce this transformational combination of two exceptional organizations that will form the premier New Jersey super community bank. It is particularly gratifying to embark on this journey with Tom Shara and our colleagues on the Lakeland Bank team, whom we have held in high regard for many years. This merger will combine two prominent banks that bring together like-minded cultures with an unwavering commitment to the employee experience, along with a diverse group of employees who are dedicated to delivering an exceptional customer experience. The combined organization's scale and strong financial performance will enable us to continue to invest for the future, better compete for market share, and build on our commitment to best serve our customers and communities. As a result, this strategic combination accelerates our growth objectives, which will create excellent value for all our shareholders.

Tom Lyons and I will walk you through the merger transaction presentation. At the end of our prepared statements, we will be happy to take your questions. Before we do that, I'll turn it over to Tom Shara to provide his perspectives. Tom?

Tom Shara
President and CEO, Lakeland Bancorp

Thanks, Tony, and good morning to everyone. We are very excited to announce the combination of our two high-performing banks. Tony, Chris, and I have been talking for some time about creating this type of transformative combination. We believe the combined company will create strong shareholder returns, terrific value propositions for our clients, provide an exceptional work experience for our associates, and support and serve our communities. We also think that scale matters in order to invest in top talent, provide the technology solutions our clients and employees want and need, invest in creating a best-in-class enterprise risk management system, and importantly, make significant investments in businesses where we can continue to distinguish ourselves. We feel this strategic combination provides that necessary scale. Now I'd like to turn it back to Tony to lead a discussion on the transaction's attributes and merits. Tony?

Tony Labozzetta
President and CEO, Provident Financial Services

Thank you, Tom. I'd like to begin on page seven of our investor presentation deck. We point out that the combined company will be well-positioned to benefit from enhanced scale and improved opportunities for growth and profitability. Transaction fortifies Provident and Lakeland's positions as leading players in the tri-state commercial real estate market. In addition, it presents opportunities for additional growth and relationship expansion in Provident's two ancillary fee-based business lines, insurance and wealth management, and in Lakeland's growing asset-based lending and equipment lease financing businesses. It also brings together two banks that have historically demonstrated outstanding credit discipline and joins two talented management teams and boards, which will augment our skill sets and add depth and succession strength to our existing talent pool. Most importantly, we share a common vision, values, and a commitment to our employees, customers, and communities.

Both Provident and Lakeland have extensive experience successfully integrating with merger partners, and we are intensely focused on ensuring a smooth integration. Executive management team for the new company will include three senior executives from Lakeland, John Rath, Tim Matteson, and Jim Nigro. The board of directors of the combined company will include seven directors from Lakeland and nine from Provident. Turning to slide eight, you can see that the combined company will have approximately $25 billion in assets, $20 billion in deposits, and $18 billion in loans. That will drive top-tier projected results in 2024, which is illustrated by a 1.6% return on average assets, a 21% return on average tangible common equity, and an approximately 40% efficiency ratio. Moving on to page nine, you can see how we build our presence in one of the top MSAs in the nation.

The combined company will hold 4% of the bank and thrift deposits in New Jersey, which represents the second-largest position for institutions with less than 100 billion in assets. We will enhance our presence in highly attractive, densely populated and growing New Jersey communities, where our strong capital base and greater resources will allow the combined company to better serve the needs of small to mid-sized businesses. The combined company will further strengthen its deep commitment and extensive skill set in commercial lending. On page 10 of our deck, it illustrates the potential to broaden our products and services. The transaction fortifies Provident and Lakeland's positions as leading players in the tri-state commercial real estate market. In addition, it provides opportunities for additional growth, relationship expansion, and revenue in Provident's two complementary fee-based business lines, insurance and wealth management.

As well as Lakeland's growing asset-based lending and equipment lease financing business lines. We also see Provident strength in treasury management and Lakeland strength in healthcare lending, further enhancing combined opportunities. Turning to slide 11, we emphasize that both companies are focused on providing a best-in-class customer experience, which is reflected in how we approach all of our business line relationships. Our combined organizations will continue to benefit from our core competency in CRE lending, and we will focus on opportunities to continue to diversify our combined balance sheet. Our funding profile remains strong, with significant low-cost core deposits. We'll have the ability to leverage incremental scale to minimize funding costs by being able to offer a more diverse set of products, thereby expanding and deepening our customer relationships as a combined entity. On slide 12, as you can see, we will maintain a low credit risk profile.

Both companies have historically strong credit cultures with expertise across loan segments and a deep understanding of markets we serve. Provident and Lakeland have significant experience in managing through various credit cycles and maintaining a track record of low charge-off ratios. The one exception to note on this chart is related to Lakeland's exit of a national truck leasing business upon Mr. Shara's joining Lakeland in 2009. As you can see, once Tom resolved that inherited situation, credit metrics have been stellar. Turning to slide 13, I want to share our due diligence process. Both companies reviewed each other's functional areas extensively, with a particular focus on loan portfolios, where we sampled and reviewed significant portions of each other's commercial and CRE portfolios, including the largest exposures.

More importantly, for the combined company going forward, this diligence process confirmed that we have a common approach to enterprise and credit risk management. I want to note again that both banks have talented teams that have successfully integrated with other banks in previous transactions. The teams are excited to work together and ensure a smooth integration. As some of you may have seen, Lakeland disclosed in its deal 8-K that it believes it is close to settling a DOJ fair lending investigation. Until Lakeland actually finalizes its settlement, we will not have anything more to say on it. You can be confident that before entering into the transaction, both parties considered the implication of the investigation and the impact of a possible settlement on the transaction and the combined company going forward. Moving on to page 14.

We'd like to spend a few minutes on the impact of current interest rate environment on purchase accounting. The recent rapid increase in interest rates has impacted reported metrics in M&A transactions. Significant interest rate marks on securities and loan portfolios have increased tangible book value dilution, increased earnings accretion, and extended tangible book value earn back periods while creating a temporary reduction in pro forma capital ratios at transaction closing. These effects are further exacerbated by the fact that no beneficial offsets are recorded in equity for the increase in the value of non-maturity deposits in a rising rate environment. The fact that there are relatively minor marks recorded on a small amount of longer-term deposits and borrowings acquired. These interest rate marks have no bearing on the projected cash flow of the related assets.

As a result, the accretion of these rate marks occurs rapidly and with essentially no execution risk, generating capital quickly post-closing. I want to bring to your attention that absent the purchase accounting noise created by these interest rate marks, tangible book value dilution is just 3.6% with a 1.7-year earn-back period. Tom Lyons will speak about this in greater detail in a moment. We'd like to reiterate how gratifying it will be to embark on this journey with Tom Shara and our colleagues on the Lakeland Bank team. We bring together a diverse group of employees who are committed to delivering exceptional service to our customers in the communities we serve. Slide 15 illustrates some of those efforts. We share an unwavering belief that the combined organization's scale and performance will enable us to better serve all of our stakeholders.

Now let's discuss the transaction detail. Slide 17 outlines an overview of our all-stock transaction, including the fixed exchange ratio, leadership and board membership, which will be drawn from both sides and pro forma ownership. We anticipate closing our transaction in the Q2 of 2023, subject to shareholder and regulatory approvals. The combined company will be owned 58% by Provident and 42% by Lakeland. The board will be comprised of nine current Provident directors and seven current Lakeland directors. The executive management team will include three senior executives from the Lakeland team. Again, John Rath, Tim Matteson, and Jim Nigro. As you can see on slide 18, the transaction pricing multiples are favorable when compared with recent mergers and acquisitions. Now, I will ask Tom Lyons to review some key financial metrics and pro forma results. Tom?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Thank you, Tony, and good morning, everyone. Slide 19 lists our key financial assumptions. Earnings projections are based on consensus estimates with a 6% annual long-term net income growth rate applied. We estimate one-time merger-related charges of approximately $95 million, which have been reflected in the tangible book value projected at closing. We estimate fully phased-in annual cost savings to be drawn from both sides of approximately $65 million pre-tax, which represents 35% of Lakeland's non-interest expense base after full recognition of synergies realized by Lakeland in connection with their acquisition of First Constitution. 75% cost savings are expected to be realized during the first nine months post-merger, with the remainder realized in the following year. Revenue synergies, while identified, have not been considered in modeling the announced financial returns.

The fair value credit mark is estimated at $44 million, with the estimated non-PCD CECL reserve of $39 million to be established through day two provision expense. The non-PCD credit mark is estimated at approximately $31 million and is assumed to accrete to earnings over four years using the sum of years' digits. Interest rate marks and core deposit intangibles have been estimated using current rates and reflect the Fed's most recent activities. As Tony noted earlier, while having significant value in a rising rate environment, Lakeland's $7.7 billion of non-maturity deposits that have an average cost of approximately 21 basis points are not marked. The core deposit intangible is estimated at 2% of those core deposits to be amortized over 10 years using the sum of years' digits.

On slide 20, we show the resulting financial metrics both with and without interest rate marks. In light of the recent rapid shift in the rate environment, we felt it was relevant to illustrate the deal metrics in this fashion in order to provide comparability to transactions initiated in the stable low-rate environment which persisted prior to 2022. Again, note that the rate marks are essentially risk-free and that they will rapidly accrete back into earnings and equity over the lives of the related assets, and realization is not dependent upon deal execution. Including rate marks, 2024 EPS accretion is estimated at 24.1% versus tangible book value dilution of 17.3%, resulting in an earn-back period of 3.6 years using the crossover method.

Excluding interest rate marks, 2024 EPS accretion is estimated at 9.4% with tangible book dilution of 3.6% and a 1.7-year earn back. As Tony referenced earlier, we project strong pro forma profitability with 2024 ROA of 1.6%, ROTCE of 21%, and approximate efficiency ratio of 40%. Pro forma capital levels remain in excess of well-capitalized requirements at closing. We have stress tested the projected capital ratios under various rate scenarios and have identified options available to us to manage capital levels should such measures prove necessary. Slide 21 illustrates pro forma 2024 return on average tangible equity, return on average assets, and efficiency ratio, both with and without interest rate marks, compared with a peer group of nationwide public banks with assets between $20 billion and $30 billion.

As you can see, the projected return on tangible equity, return on assets, and efficiency ratio will all represent top quartile performance relative to peers. Slide 22 illustrates the components of pro forma 2024 net income and EPS accretion and offers some insight into expectations of value creation given the low current trading multiples of 7.1x with and 8.1x without rate accretion when compared with 2024 projected EPS. Slide 23 offers the details of the estimated pro forma tangible book value calculation and dilution with and without rate marks. Finally, slide 24 illustrates the expected rapid capital generation post-closing, with TCE increasing to 7.9%, the leverage ratio increasing to 8.5%, and the Tier 1 and total risk-based capital ratios increasing to 10% and 11.6% respectively by the end of 2023.

By the end of 2024, TCE is projected to increase to 8.7%, the leverage ratio increases to 9.4%, and the Tier 1 and total risk-based capital ratios increase to 11.1% and 12.7% respectively. In addition to the realization of cost savings and the benefits of added scale, this rapid capital generation reflects the accretion of purchase accounting marks, including the accretion of interest rate marks on the acquired loan and securities portfolios.

The rate mark on the loan portfolio is estimated at $183 million dollars, and the loan portfolio has an average life of approximately 4 years, while the securities portfolio has an estimated rate mark of $252 million dollars and an average life of approximately 7 years. A largely risk-free net accretion of interest rate marks is projected to contribute $37 million dollars to earnings and capital in 2023 and $53 million in 2024. Now I'll turn it back to Tony for some concluding remarks.

Tony Labozzetta
President and CEO, Provident Financial Services

Thank you, Tom. In closing, I would once again like to express our excitement to be partnering with Lakeland Bank. Financial performance and deal metrics of our combined company are compelling, especially when the impact of the accounting interest rate marks is taken into consideration. We are bringing together two organizations that have like-minded cultures, shared values and vision, and complementary business models to create a new powerhouse organization. Combined company will be run by a highly talented group of leaders drawn from both organizations who are energized and committed to working together to not only integrate the two companies, but to deliver future value to all stakeholders, our employees, our customers, our communities, and our shareholders. With that, I will open it up for questions.

Moderator

Thank you. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you would like to remove that question, please press star followed by two. Again, to ask a question, please press star followed by one. As a reminder, if you are using a speakerphone, please remember to pick up your handset before asking your question. The first question today comes from the line of Michael Perito from KBW. Please go ahead, your line is now open. Unfortunately, we have lost Michael's line there. The next question today comes from the line of Mark Fitzgibbon from Piper Sandler. Please go ahead.

Mark Fitzgibbon
Managing Director and Head of FSG Research, Piper Sandler

Hey, guys. Good morning, and congratulations on the transaction.

Tony Labozzetta
President and CEO, Provident Financial Services

Morning, Mark.

Mark Fitzgibbon
Managing Director and Head of FSG Research, Piper Sandler

Tony, I wondered if you could share with us what gives you all confidence or comfort that the regulators will approve this transaction in a timely fashion?

Tony Labozzetta
President and CEO, Provident Financial Services

Sure. Well, the regulatory environment, as we all know, is a little bit more difficult than it has been, but both of our organizations have floated this transaction with all of our regulatory agencies and have not heard anything that would give us reason for pause. If this transaction is approved at the regional level, we're pretty confident. If for some reason it has to go to Washington, then we obviously don't know what the attitudes are down there. It might delay it somewhat. Both organizations have great relationships with our regulators. We've talked to them at length, and we've had tremendous success in the past getting our deals through.

We've talked to them about everything from capital all the way through to, our CRE ratios and everything of that nature, and we did not hear any objections. Obviously, they cannot approve it at that time. Based on the past and based on the communication we had, we feel pretty confident, even in a tough regulatory environment that it'll get done.

Mark Fitzgibbon
Managing Director and Head of FSG Research, Piper Sandler

Great. Secondly, does this transaction contemplate the need to raise additional capital?

Tony Labozzetta
President and CEO, Provident Financial Services

I'll start, and then I'll let Tom Lyons jump in. We have not. At the moment, it does not contemplate generating additional capital. We are prepared in the event of continued interest rate hikes, particularly in the treasury yield curve, that should the need arise for us to do, we have plans in place to do so if the need should arise. At the moment, we do not. Tom?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Yeah. Here's that, Mark. As we noted in the prepared comments, we've stress tested the capital ratios, and we've identified options available to us, both in the form of balance sheet management, which is our preferred methodology. Should the rate marks move dramatically, and then we see that affecting the capital ratios to a more severe extent. You know, we do have access to capital markets in the form of senior notes or subordinated debt to help strengthen that. Not our first choice, but we understand the options available to us and are prepared to do what we need to do.

Mark Fitzgibbon
Managing Director and Head of FSG Research, Piper Sandler

Lastly, just to clarify that the 24% earnings accretion you're forecasting, that does not incorporate any revenue synergies, the ones that you talked about, wealth management, insurance, et cetera.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

That is correct, Mark.

Mark Fitzgibbon
Managing Director and Head of FSG Research, Piper Sandler

Great. Thank you.

Moderator

Thank you. The next question today comes from the line of Michael Perito from KBW. Please go ahead. Your line is now open.

Michael Perito
Managing Director and Equity Research Analyst, KBW

Hey, guys. Good morning. Sorry about that. I hung up on myself, so apologies. Congratulations.

Tony Labozzetta
President and CEO, Provident Financial Services

Yeah.

Michael Perito
Managing Director and Equity Research Analyst, KBW

Thanks for taking the questions. I wanted to start on just, you know, the scale of the pro forma company is pretty significant, right? Relative to where you guys were positioned individually. You guys kind of alluded to this a little bit in the script. Would love, Tony, if you could maybe spend a minute on talking about, you know, where the priorities are from a digitization standpoint and maybe some of the, you know, more conceptual benefits, you know, in terms of infrastructure and scale and technology investments that you guys will be able to make, you know, probably, I assume, more efficiently together than as separate entities.

Tony Labozzetta
President and CEO, Provident Financial Services

Sure. I'll touch on some of that. Certainly as a $25 billion organization, we'll have the scale and the resources to invest. You know, we've already started the process of thinking through some of the things we'd have to do. It begins with our core processing platform, which choice do we make there? That'll determine some other things to invest in. We expect to have a decision on which core both of our companies will land on, probably, I would say, by the end of October, early November. As you know, we've hired Ravi Vakacherla to come in and help us transform our IT areas.

One of the focuses are on his creating the right verticals for a company that's $25 billion to be able to manage through, with a big focus on digitalization, not just for the customer experience, but also for the employee's journey within our organization. It might include some fintech partnerships. There's a good plan to point out. I'll address the issue now in case some folks will look at the 35% efficiency ratio and think that it might be a little too light on our expectation. We probably have kept a few percentage points in check for the prospective investments that we might have to make in our combined organizations to bring up to a level of a $25 billion company.

Digitalization is going to play a key role, particularly in our customer's journey and our employee journey.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Just since Tony mentioned Ravi, for those of you not familiar with him, he joined us recently. There was a press release. He's our Chief Digital and Innovation Officer. He joined us from People's Connecticut. I think he was there from $9 billion through $65 billion. He's seen a lot of growth and implement a lot of solutions to help in a growing environment.

Tony Labozzetta
President and CEO, Provident Financial Services

The last thing I will say about Ravi, he's also been part of integrating a number of banks when he was with People's. He's pretty familiar with the pitfalls and things that we might be facing as a $25 billion organization. We're very fortunate to have him on board to help us navigate through this.

Michael Perito
Managing Director and Equity Research Analyst, KBW

Great. That's very helpful, guys. Thank you. Then just secondly, and I did have to redial back in, so if this was asked, I apologize. Just on kind of the growth outlook of the pro forma company, you know, obviously near term, you know, focuses on some of the stuff you mentioned, integration, approvals, et cetera. You know, as you guys get together, you know, what are some of the growth opportunities you think are most near term for the pro forma entity? Can you maybe just provide a little light on kind of some of the assumptions baked into the financial outlook, and pro forma earnings estimates that you guys are making around general revenue and loan growth, et cetera? Thanks.

Tony Labozzetta
President and CEO, Provident Financial Services

Sure. I'll start, and then Tom will jump in. I think, just purely from a loan growth perspective, I think we modeled roughly 6%, and Tom can keep me honest on that. Our expectation is certainly to grow high single digits, maybe start to breach that double-digit number. We certainly have the infrastructure in place, but putting the combined companies together will give us other opportunities, not just in the loans to a borrower limit, where we can handle more scale on relationships, but also in advancing into new markets that either of us complement one another. For instance, the Westchester Rockland market, where we have now a presence out on Long Island, which is showing some substantial growth.

Bringing all our teams together, we certainly want to, you know, our Lakeland's ABL group. We want to see that accelerate and diversify in our C&I space. I did mention in my written comments that we also expect to see our non-spread businesses grow substantially as well. They have the capacity, and they're going to be resourced to do so. Those are some of the areas. Tom, you want to add any color to that?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

No, just as we noted in response to Mark's question earlier that the revenue synergies have been identified but not incorporated in the modeling. Tony listed them all very well there. In particular, I think the insurance business and wealth business will play quite well with Lakeland's customer base. A lot of opportunity for us there.

Tom Shara
President and CEO, Lakeland Bancorp

Mike, we see benefits both companies are bringing to one another, namely the wealth and insurance platforms that Provident brings to our customer base. They've been asking for that for years. That's an easy cross-sell. We'll bring, you know, ABL, equipment finance, warehouse lending, and a bigger healthcare lending team to the team. It really are some nice synergies here that are easy upsells for existing customers.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

I think Lakeland's customers will find our treasury management capabilities attractive, give us more opportunity to broaden and deepen those relationships.

Tom Shara
President and CEO, Lakeland Bancorp

Yeah. I think the talent and the way we're going to be structured is certainly going to be able to take advantage of some of the disruption that's happening in the marketplace. I won't name any names, but certainly we're seeing some of that, and we can take advantage of it with the combined teams.

Michael Perito
Managing Director and Equity Research Analyst, KBW

Yeah, makes sense. Thank you, guys. Good luck with the transaction, and I appreciate you taking my questions.

Tony Labozzetta
President and CEO, Provident Financial Services

Thank you, Mike.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Thank you.

Tom Shara
President and CEO, Lakeland Bancorp

Thanks, Mike.

Moderator

Thank you. The next question today comes from the line of Billy Young from RBC Capital Markets. Please go ahead. Your line is now open.

Billy Young
VP and Equity Research Analyst, RBC Capital Markets

Hey, good morning, guys. Congratulations on the deal. Just my first question, just to follow up on your last comment there. Hey, how are you? You know, the deal does bring your, you know, your CRE concentration higher, though you just spoke about, you know, some of the opportunities that some of Lakeland's.

C&I verticals can bring. I guess two questions here. How do you kind of think about the ideal loan mix longer term? And do you see more of an opportunity to lean in a little bit harder on the C&I side to build up, you know, scale there?

Tony Labozzetta
President and CEO, Provident Financial Services

Bill, the answer is absolutely. Both of our strategic plans have specific tactics for growing our C&I side. I mean, that's one of the great values we found with Lakeland beyond the many things that it does well, is that it's strong on the C&I side. Their asset base, ABL lending group is growing. The healthcare side is there. On Provident side, we've seen rather solid growth percentage-wise in our C&I business over the last three quarters or so. We're making the efforts, and I think we're going to continue to invest in that side. On the CRE side, I'll address that question briefly. It doesn't mean we're out of the CRE business. I think as Tom mentioned, our capital gets repatriated rather quickly.

I think we'll have plenty of capital to keep the scale moving in the CRE space as well. We're all keenly aware of what that ratio is, and we manage it, and we'll pay attention to it on a basis.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Yeah, I think it's worth noting on the CRE side, both entities have been in excess of 300% for quite some time, subject to additional heightened scrutiny as a result of that, very comfortable with our risk management practices. If you look back over the long term, our CRE losses have been absolutely minimal, probably our greatest strength in terms of credit quality. It's something we're cognizant of, and we manage very well.

Billy Young
VP and Equity Research Analyst, RBC Capital Markets

Great. Thank you. My next question is, can you speak to, you know, how opportunities to lend to your customer base may evolve with respect to lending limits now that you'll have a larger balance sheet?

Tony Labozzetta
President and CEO, Provident Financial Services

Relationships. Well, if the question was the opportunity to upsize the relationships, I think it's absolutely accurate. Not only do we have the opportunity to upsize the lending relationships, we'll have the opportunity to add other products and services like insurance, wealth, the treasury function that we intend to expand out, the small business capabilities that are out there. You know, certainly that's one of our strategic focuses is to figure out how to provide more products and services into our existing customer base. That's the low-hanging fruit in the transaction, if you will.

Billy Young
VP and Equity Research Analyst, RBC Capital Markets

Got it. Thank you. Last question I had, I think I heard that you intend to decide on a core system by October or November this year. Do you have a conversion date sketched out in your timeline?

Tony Labozzetta
President and CEO, Provident Financial Services

Not yet, we do not. I just want to be clear on the core system. It's just a natural process that we're going through that is going to look at Lakeland's platform versus Provident platform. We didn't want to make a quick decision through due diligence. All the costs that are necessary for what we're going to do are embedded in Tom's assumptions. However, we want to make a decision that is going to be strategic for us, that can serve a bank that goes from $25 billion to $40+ billion without having to reconsider this in the future. I think we have the proper leadership in that area and working with both organizations and looking at the virtues of the platforms will allow us to make a decision.

It will be one of the quicker decisions that we'll make, not as a combined organization, but as we embark on this journey post-announcement.

Billy Young
VP and Equity Research Analyst, RBC Capital Markets

Got it. Thank you for taking my questions.

Moderator

Thank you. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. The next question today comes from the line of Manuel Navas from D.A. Davidson. Please go ahead. Your line is now open.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

Good morning. Thank you for the time today. Looking at the returns for 2024, it's a nice increase. If I look at those returns without the interest rate marks, does that kind of fall in line with where you're targeting the combined entity going forward? That's about 1.4% ROAA, 17% ROTCE, and about a 42% efficiency ratio?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Yeah. I think somewhere between that and the full rate mark inclusion in there. I mean, those are at current market rates. A lot depends on where the rate environment is at closing. We are still continuing to see margin expansion in the near term. The combined entities have a stronger earning asset profile and a very solid liability profile. On a pro forma basis, we've got a NIM showing up in the high 3.60s-low 3.70s%, versus Provident standalone. We kind of expect to stabilize it around a 3.53 kind of number, you know, pre-combination. It is an enhancement to the earnings going forward.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

What's assumed in that NIM? Is that a 24 or 25 number? I'm sorry if you said it already.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

That's 2024 into 2025. It starts to come down a little bit in 2025. Then it's basically a flat rate environment from a point in the future forward, the 6% growth rate that we implied in terms of the asset side.

Tony Labozzetta
President and CEO, Provident Financial Services

Consistent mix.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

Is that then taking your rate assumptions or taking consensus?

Tony Labozzetta
President and CEO, Provident Financial Services

Forward rate assumptions consensus.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

Is there any kind of ballpark or metrics we can kind of follow to better understand some of the possible revenue synergies with wealth management and insurance?

Tony Labozzetta
President and CEO, Provident Financial Services

I don't think we've done the calculus, you know, certainly for this call on what those revenue enhancements could be. Internally, we have a sense in how we see the penetration from the 1st Constitution to Provident combination. A lot of positive momentum, but I don't have hard numbers to share with you at this time on that.

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Yeah. I mean, we have our estimates, but I think we've been hesitant to kind of put those out there until we actually see some execution, right? There's an expectation of the appetite. Until we start to fulfill it, I think we've been a little bit cautious.

Tom Shara
President and CEO, Lakeland Bancorp

Manuel, I think they're meaningful from the Lakeland perspective. You know, we just don't have a wealth management platform similar to Provident, nor the insurance lines of business. We think our customers are going to welcome those opportunities, and we think that could be meaningful fee opportunities over time.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

Great. That helps. I guess my last question is, how much customer overlap has there been between both of your books of business?

Tom Shara
President and CEO, Lakeland Bancorp

There is a number of customers we share. I don't have an absolute ratio for you. We certainly don't have enough customers that we don't share a massive amount of customers that we don't share, but we do have some crossover customers. I think we'll be able to serve those relationships better together than we could individually. Manuel, I don't have an absolute ratio, but they do exist.

Manuel Navas
Senior Research Analyst and Managing Director, D.A. Davidson

Okay. That, that's helpful. I appreciate the time. Thank you.

Moderator

Thank you. The next question today comes from the line of Jake Civiello from Janney Montgomery Scott. Please go ahead. Your line is now open.

Jake Civiello
Director and Equity Research Analyst, Janney Montgomery Scott

Hi. Good morning, guys. Could you say how many branches you expect might be consolidated or rationalized? Have you identified specific branches at this point in time?

Tony Labozzetta
President and CEO, Provident Financial Services

Well, let me characterize the branch question as following. We have about 18-22 branches, what I would call within a range of possible thoughts for consolidation. We will go through the process of, you know, after this and be very judicious in our approach to consolidating branches. We'll certainly determine the impact on customers, communities, et cetera. I just want to reinforce that we're going to be very judicious. There are, as I mentioned, 18-22 opportunities for us to consider.

Jake Civiello
Director and Equity Research Analyst, Janney Montgomery Scott

Okay, great. Thanks for that. If the timeline for deal approval extends longer than you currently expect or anticipate, does that stretch out the timeline for achieving your fully phased in cost savings?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Post-closing, no. I think it's still 75% the first 9 months with the balance in the 12 months following.

Jake Civiello
Director and Equity Research Analyst, Janney Montgomery Scott

Even if the timing for the regulatory approvals takes a little bit longer, you still think it would take, you know, nine months after that timing for achieving the cost savings that you laid out?

Tom Lyons
Senior EVP and CFO, Provident Financial Services

Yes.

Jake Civiello
Director and Equity Research Analyst, Janney Montgomery Scott

Okay. Now, I realize this is going to sound like an abstract question, but how else to ask it? Why now? You know, does the economic uncertainty and the interest rate uncertainty in the current environment to lead you to think that this can be an opportunity?

Tony Labozzetta
President and CEO, Provident Financial Services

Well, I'll take that one. I will tell you that a number of us have asked ourselves that question, and I certainly have asked it at least three, four times of myself, and I come away with the same answer each time. Why not now, right? This is a transformational transaction for us, right? It brings together two incredibly well-run companies with great resources. If we were doing a transaction with an organization and it had a what I would call sketchy credit culture, then maybe I would have a different sentiment. We look like when we did due diligence, it was like looking in a mirror. We both recognized the risks that exist in our company. They were more than acceptable.

The synergies that we get and the scale will allow us to weather any storm much better than we could as individual organizations. We thought it's the economics of this are far more compelling than any accounting convention in relation to the marks or what we might see happening in a recessionary period. Again, I would say that we're better together than we are separately, both in good times and in bad times.

Jake Civiello
Director and Equity Research Analyst, Janney Montgomery Scott

Great. I appreciate it. Thank you.

Moderator

Thank you. There are no additional questions waiting at this time, so I'd like to pass the conference over to Mr. Labozzetta for some closing remarks. Please go ahead.

Tony Labozzetta
President and CEO, Provident Financial Services

Thank you for joining us today. We look forward to speaking with you again when we report the Q3 earnings. Have a great day.

Moderator

This concludes today's conference call. Thank you all for your participation. You may now disconnect your lines.

Powered by