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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934.

 

For Quarter ended September 30, 2004

 

Commission File Number 0-15261

 

Bryn Mawr Bank Corporation

(Exact name of registrant as specified in its charter)

 

Pennsylvania   23-2434506

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

identification No.)

 

801 Lancaster Avenue, Bryn Mawr, Pennsylvania   19010
(Address of principal executive offices)   (ZipCode)

 

Registrant’s telephone number, including area code (610) 525-1700

 

Not Applicable

Former name, former address and fiscal year, if changed since last report.

 

Indicate by check whether the registrant (1) has filed all reports to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x    No ¨

 

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

 

Yes x    No ¨

 

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.

 

Class


 

Outstanding at October 25, 2004


Common Stock, par value $1

  8,596,208

 



Table of Contents

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

 

FORM 10-Q

 

QUARTER ENDED September 30, 2004

 

INDEX

 

PART I - FINANCIAL INFORMATION

    

ITEM 1. FINANCIAL STATEMENTS

    

Consolidated Statements of Income for the nine months ended September 30, 2004 and 2003 (unaudited)

   Page 1

Consolidated Statements of Income for the three months ended September 30, 2004 and 2003 (unaudited)

   Page 2

Consolidated Balance Sheets as of September 30, 2004(unaudited), December 31, 2003 and September 30, 2003 (unaudited)

   Page 3

Consolidated Statements of Cash Flows for the nine months ended September 30, 2004 and 2003(unaudited)

   Page 4

Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2004 and 2003 (unaudited)

   Page 5

Notes to Consolidated Financial Statements

   Page 6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   Page 16

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

   Page 44

ITEM 4. CONTROLS AND PROCEDURES

   Page 45

PART II - OTHER INFORMATION

   Page 46

ITEM 1. LEGAL PROCEEDINGS

   Page 46

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS AND ISSURER PURCHASE OF EQUITY SECURITIES

   Page 47

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

   Page 48

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   Page 48

ITEM 5. OTHER INFORMATION

   Page 48

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   Page 49

 


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars In Thousands*)

Unaudited

 

     Nine Months Ended
September 30
 
     2004

   2003

 

Interest income:

               

Interest and fees on loans

   $ 22,187    $ 21,218  

Interest on federal funds sold

     106      81  

Interest on interest bearing deposits with banks

     14      25  

Interest and dividends on investment securities:

               

US Government Agency securities

     600      566  

Obligations of states and political subdivisions

     124      40  

Dividend income

     22      26  
    

  


Total interest and dividend income

     23,053      21,956  

Interest expense on deposits

     3,311      3,252  

Interest expense on borrowings

     10      9  
    

  


Total interest expense

     3,321      3,261  
    

  


Net interest income

     19,732      18,695  

Loan loss provision

     562      667  
    

  


Net interest income after loan loss provision

     19,170      18,028  
    

  


Non-interest Income

               

Fees for Trust services

     7,626      7,072  

Service charges on deposits

     1,398      1,440  

Other service charges, commissions and fees

     1,467      1,867  

Net gain on sale of loans

     2,567      9,699  

Net gain on sale mortgage servicing rights

     1,146      —    

Other operating income

     1,469      1,695  
    

  


Total non-interest income

     15,673      21,773  
    

  


Non-interest expenses:

               

Salaries and wages

     11,310      12,260  

Employee benefits

     3,276      3,368  

Occupancy and bank premises

     1,622      1,506  

Furniture, fixtures, and equipment

     1,310      1,342  

Amortization of mortgage servicing rights

     646      2,576  

Other operating expenses

     5,646      5,716  
    

  


Total non-interest expenses

     23,810      26,768  
    

  


Income from continuing operations before income taxes

     11,033      13,033  

Applicable income taxes

     3,775      4,502  
    

  


Income from continuing operations

     7,258      8,531  

(Loss) income from discontinued operations

     —        (1,970 )
    

  


Net Income

   $ 7,258    $ 6,561  
    

  


Basic earnings per common share***

               

Income from continuing operations

   $ 0.84    $ 0.99  

(Loss) income from discontinued operations

   $ —        ($0.23 )
    

  


Total earning per common share

   $ 0.84      $0.76  

Diluted earnings per common share***

               

Income from continuing operations

   $ 0.83      $0.97  

(Loss) income from discontinued operations

   $ —        ($0.22 )
    

  


Total earning per common share

   $ 0.83    $ 0.75  

Dividends declared per share***

   $ 0.30    $ 0.30  

Weighted-average shares outstanding

     8,614,631      8,654,032  

Dilutive potential common shares

     176,834      139,776  
    

  


Adjusted weighted-average shares

     8,791,465      8,793,808  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

* Except for share and per share data.

 

*** Restated for 2 for 1 stock split effective October 1, 2003

 

Page 1

Form 10-Q


Table of Contents

FINANCIAL STATEMENTS

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars In Thousands*)

Unaudited

 

     Three Months Ended
September 30
     2004

   2003

Interest income:

             

Interest and fees on loans

   $ 7,641    $ 7,195

Interest on federal funds sold

     73      24

Interest on interest bearing deposits with banks

     6      3

Interest and dividends on investment securities:

             

US Government Agency Securities

     204      161

Obligations of states and political subdivisions

     41      30

Dividend income

     4      2
    

  

Total interest and dividend income

     7,969      7,415

Interest expense on deposits

     1,155      1,066
    

  

Total interest expense

     1,155      1,066
    

  

Net interest income

     6,814      6,349

Loan loss provision

     187      167
    

  

Net interest income after loan loss provision

     6,627      6,182
    

  

Non-interest Income

             

Fees for Trust services

     2,428      2,411

Service charges on deposits

     444      480

Other service charges, commissions and fees

     237      635

Net gain on sale of loans

     494      2,711

Other operating income

     657      747
    

  

Total non-interest income

     4,260      6,984
    

  

Non-interest expenses:

             

Salaries and wages

     3,635      4,360

Employee benefits

     1,069      1,113

Occupancy and bank premises

     531      494

Furniture, fixtures, and equipment

     427      430

Amortization of mortgage servicing rights

     152      497

Other operating expenses

     1,914      1,845
    

  

Total non interest expenses

     7,728      8,739
    

  

Income from continuing operations before income taxes

     3,159      4,427

Applicable income taxes

     1,050      1,494
    

  

Income from continuing operations

     2,109      2,933

Income from discontinued operations, net of taxes

     —        150
    

  

Net Income

   $ 2,109    $ 3,083
    

  

Basic earnings per common share***

             

Income from continuing operations

   $ 0.25    $ 0.34

Income from discontinued operations

   $ —      $ 0.02
    

  

Total earning per common share

   $ 0.25    $ 0.36

Diluted earnings per common share***

             

Income from continuing operations

   $ 0.24    $ 0.33

Income from discontinued operations

   $ —      $ 0.02
    

  

Total earning per common share

   $ 0.24    $ 0.35

Dividends declared per share***

   $ 0.10    $ 0.10

Weighted-average shares outstanding

     8,595,229      8,646,352

Dilutive potential common shares

     161,383      177,656
    

  

Adjusted weighted-average shares

     8,756,612      8,824,008

 

The accompanying notes are an integral part of the consolidated financial statements.

 

* Except for share and per share data.

 

*** Restated for 2 for 1 stock split effective October 1, 2003

 

Page 2

Form 10-Q


Table of Contents

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars In Thousands)

 

     September 30,
2004


    December 31,
2003*


    September 30,
2003


 
     (Unaudited)           (Unaudited)*  
Assets                         

Cash and due from banks

   $ 38,400     $ 32,471     $ 33,525  

Interest bearing deposits with banks

     393       10,524       504  

Federal funds sold

     14,820       3,300       —    

Investment securities available for sale, at market (amortized cost of $33,668, $31,411 and $24,972 as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively)

     33,562       31,397       24,987  

Loans:

                        

Consumer

     10,145       18,580       20,443  

Commercial

     185,200       178,381       187,215  

Real estate

     349,679       302,426       281,386  

Loans held for sale, at fair market value

     6,387       3,691       8,183  
    


 


 


Total loans

     551,411       503,078       497,227  

Less: Allowance for loan losses

     (6,860 )     (6,670 )     (6,615 )

Net deferred loan fees

     (572 )     (662 )     (622 )
    


 


 


Net loans

     543,979       495,746       489,990  
    


 


 


Premises and equipment, net

     13,743       13,756       12,739  

Accrued interest receivable

     2,472       2,274       2,263  

Deferred federal income taxes

     —         —         1,539  

Mortgage servicing rights

     3,293       4,391       4,263  

Other assets

     10,074       10,989       7,181  
    


 


 


Total assets

   $ 660,736     $ 604,848     $ 576,991  
    


 


 


Liabilities                         

Deposits:

                        

Demand, noninterest-bearing

   $ 144,659     $ 144,579     $ 135,279  

Savings

     328,189       285,369       262,636  

Time

     109,137       97,191       95,350  
    


 


 


Total deposits

     581,985       527,139       493,265  
    


 


 


Borrowed funds

     —         —         8,000  

Accrued interest payable

     2,608       2,328       2,042  

Other liabilities

     6,071       7,999       8,417  
    


 


 


Total liabilities

     590,664       537,466       511,724  
    


 


 


Shareholders’ equity                         

Common stock, par value $1; authorized 25,000,000 shares; issued 11,170,232, 11,135,232 and 11,127,632 shares as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively and outstanding of 8,595,608, 8,670,974 and 8,663,374 shares as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively

     11,170       11,135       11,128  

Paid-in capital in excess of par value

     7,074       6,487       6,357  

Accumulated other comprehensive (loss) income net of taxes

     (186 )     (126 )     (176 )

Retained earnings

     73,951       69,280       67,352  
    


 


 


       92,009       86,776       84,661  

Less: Common stock in treasury at cost – 2,574,624, 2,464,258 and 2,464,258 shares as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively

     (21,937 )     (19,394 )     (19,394 )
    


 


 


Total shareholders’ equity

     70,072       67,382       65,267  
    


 


 


Total liabilities and shareholders’ equity

   $ 660,736     $ 604,848     $ 576,991  
    


 


 


 

The accompanying notes are an integral part of the consolidated financial statements.

 

* Reclassified for comparative purposes.

 

Page 3

Form 10-Q


Table of Contents

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars In Thousands)

Unaudited

 

     Nine Months Ended
September 30


 
     2004

    2003*

 

Operating activities:

                

Net Income from continuing operations

   $ 7,258     $ 8,531  

Adjustments to reconcile net income from continuing operations to net cash (used) provided by operating activities:

                

Provision for loan losses

     562       667  

Provision for depreciation and amortization

     1,029       1,039  

Loans originated for resale

     (121,537 )     (570,110 )

Proceeds from loans sold

     125,074       581,442  

Gain on sale of loans

     (2,567 )     (9,699 )

Gain on sale of MSRs

     (1,146 )     —    

Provision for deferred income taxes (benefit)

     (737 )     (649 )

Change in tax receivable

     800       —    

Change in accrued interest receivable

     (198 )     (145 )

Change in accrued interest payable

     280       603  

Changes in mortgage servicing rights

     1,098       (307 )

Changes in other assets and other liabilities

     (1,084 )     (1,869 )
    


 


Net cash provided by operating activities

     8,832       9,503  
    


 


Investing activities:

                

Purchases of investment securities

     (15,426 )     (21,002 )

Proceeds from maturity and calls of fixed income securities

     13,197       17,934  

Loan originations, net

     (48,618 )     (29,650 )

Purchases of premises and equipment

     (974 )     (1,588 )
    


 


Net cash used by investing activities

     (51,821 )     (34,306 )
    


 


Financing activities:

                

Net increase in demand and savings deposits

     42,900       10,165  

Net increase (decrease) in time deposits

     11,946       (519 )

Dividends paid

     (2,587 )     (2,598 )

Repayment of mortgage debt

     —         (513 )

Purchases of treasury stock

     (2,574 )     (1,826 )

Proceeds from issuance of common stock

     622       576  

Net decrease in borrowed funds

     —         (12,000 )
    


 


Net cash provided (used) by financing activities

     50,307       (6,715 )

Net cash provided (used) by continued operations

     7,318       (31,518 )

Net cash (used) by discontinued operations

     —         (254 )
    


 


Increase (decrease) in cash and cash equivalents

     7,318       (31,772 )

Cash and cash equivalents at beginning of period

     46,295       65,801  
    


 


Cash and cash equivalents at end of period

   $ 53,613     $ 34,029  
    


 


Supplemental cash flow information:

                

Income taxes paid

   $ 5,290     $ 5,445  

Interest paid

   $ 3,042     $ 2,665  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

* Reclassified for comparative purposes.

 

Page 4

Form 10-Q


Table of Contents

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

Unaudited

 

     Three Months
Ended
September 30


    Nine Months
Ended
September 30


 
     2004

    2003

    2004

    2003

 

Net Income

   $ 2,109     $ 3,083     $ 7,258     $ 6,561  

Other comprehensive income:

                                

Unrealized holding gain (losses) on available-for-sale securities

     406       (134 )     (92 )     (331 )

Deferred income tax expense (benefit) on unrealized holding losses on available for sale securities

     (142 )     46       32       114  
    


 


 


 


Comprehensive income

   $ 2,373     $ 2,995     $ 7,198     $ 6,344  
    


 


 


 


 

The accompanying notes are an integral part of the consolidated financial statements.

 

Page 5

Form 10-Q


Table of Contents

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004 AND 2003

(Unaudited)

 

1. Unaudited Interim Results:

 

The consolidated statements of income of Bryn Mawr Bank Corporation (the “Corporation”) for the three and nine month periods ended September 30, 2004 and 2003, the consolidated balance sheets as of September 30, 2004 and 2003, the related consolidated statements of cash flows for the nine month periods ended September 30, 2004 and 2003, and the related consolidated statements of comprehensive income for the three and nine month periods ended September 30, 2004 and 2003 are all unaudited.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenue and expense during the reporting period. Actual results could differ from those estimates. Management believes that all adjustments, accruals and elimination entries necessary for the fair presentation of the consolidated financial position and results of operations for the interim periods presented have been made. All such adjustments were of a normal recurring nature. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Corporation’s 2003 Annual Report incorporated in the 2003 Form 10-K (Exhibit #13).

 

2. Earnings Per Common Share:

 

Reference is made to Note #13, Stock Option Plan (the “Plan”), in the Notes to Consolidated Financial Statements in the Corporation’s 2003 Annual Report incorporated in the 2003 Form 10-K (Exhibit #13). Shares under option under the Plan had a dilutive impact on net income per share for the three-month period and the nine month period ended September 30, 2004.

 

3. Summary of Significant Accounting Policies:

 

The significant accounting policies are as follows:

 

Cash and cash equivalents:

 

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing deposits with banks and federal funds sold.

 

Page 6

Form 10-Q


Table of Contents

Investment Securities:

 

Management categorized all of its investment securities as available for sale as part of its asset/liability management strategy since they may be sold in response to changes in interest rates, prepayments and similar factors. Investments in this classification are reported at the current market value with net unrealized gains or losses, net of the applicable deferred tax effect, being added to or deducted from the Corporation’s total shareholders’ equity on the balance sheet. As of September 30, 2004, shareholders’ equity decreased by $69,000 due to unrealized losses (net of $37,000 in deferred income tax benefit) of $106,000 in the investment securities portfolio. As of December 31, 2003, shareholders’ equity decreased by $9,000 due to unrealized losses (net of $5,000 in deferred income tax benefit) of $14,000 in the investment securities portfolio.

 

Mortgage Servicing Rights:

 

Mortgage servicing rights (“MSRs”) are recorded when residential mortgage loans are sold with servicing retained by The Bryn Mawr Trust Company (the “Bank”). A quarterly independent valuation of MSRs is completed to determine (1) the market value of the MSR portfolio at that quarter end and (2) the projected cash flows from the MSR portfolio for the subsequent quarter (the “MSR Valuation”). The subsequent cash flow projection, which takes into consideration a number of factors, including the projected pre-payment of the respective mortgage loans, is the basis for the amortization of the MSRs in the subsequent quarter. The amount of quarterly amortization is determined each quarter from the results of the quarterly MSR Valuation and any changes to the amount of amortization are made on a quarterly basis. When mortgage loans are paid off, any unamortized balances of the respective MSRs are written off against current Bank net income. Should any impairment of the MSRs be determined by the quarterly MSR Valuation, the balance of the MSRs would be written down by the amount of the impairment, which is charged against current income.

 

Loan Loss Provision:

 

The loan loss provision charged to operating expenses is driven by a systematic formula and those factors which, in management’s judgment, deserve current recognition in estimating loan losses including the continuing evaluation of the loan portfolio and the Bank’s past loan loss experience. The allowance for loan losses is an amount that Bank management believes will be adequate to absorb losses inherent in existing loan portfolio. In addition, the Bank’s primary regulators, as an integral part of their examination process, may require adjustments to the allowance for loan losses.

 

Page 7

Form 10-Q


Table of Contents

Pension and Other Post Retirement Benefits:

 

The Corporation sponsors two pension plans and a post retirement benefit plan for certain employees.

 

The following table provides a reconciliation of the components of the net periodic benefits cost for the nine months ended September 30, 2004 and 2003:

 

     Nine months ended September 30, 2004

     Pension
Benefits


    Post Retirement
Benefits


     ($000 omitted)
     2004

    2003

    2004

   2003

Service cost

   $ 850     $ 692     $ 16    $ 12

Interest cost

     1,180       1,091       141      113

Expected return on plan assets

     (1,452 )     (1,119 )     —        —  

Amortization of transition obligation

     —         —         19      20

Amortization of prior service costs

     97       136       —        —  

Amortization of net loss

     214       214       139      81
    


 


 

  

Net periodic benefit cost

   $ 889     $ 1,014     $ 315    $ 226
     Three months ended September 30, 2004

     Pension
Benefits


    Post Retirement
Benefits


     ($000 omitted)
     2004

    2003

    2004

   2003

Service cost

   $ 283     $ 231     $ 5    $ 4

Interest cost

     393       364       47      38

Expected return on plan assets

     (484 )     (373 )     —        —  

Amortization of transition obligation

     —         —         7      6

Amortization of prior service costs

     32       45       —        —  

Amortization of net loss

     71       71       46      27
    


 


 

  

Net periodic benefit cost

   $ 295     $ 338     $ 105    $ 75

 

Employer contributions

 

The Corporation previously disclosed in its financial statements for the year ended December 31, 2003, that it did not expect to contribute to its pension plan in 2004. As of September 30, 2004, no contributions have been made. However, the Corporation now does anticipate making a contribution to its pension plan in 2004 of $2,678,299.

 

Page 8

Form 10-Q


Table of Contents

Accounting for Stock Based Compensation:

 

The Corporation has elected to use the intrinsic value method of accounting for stock-based employee compensation under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees. No stock-based employee compensation cost is reflected in net income, as all options granted under the Plan had an exercise price equal to the market value of the underlying common stock on the date of the grant. The fair value approach under Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, takes into account the time value of the options and will generally result in compensation expense.

 

The following table presents net income and basic and diluted earnings per share, as reported, the stock-based employee compensation cost, net of related tax effects, that would have been included in the determination of net income, if the fair value method of accounting for stock-based employee compensation had been applied to all awards and proforma net income and basic and diluted earnings per share, had the fair value method of accounting for stock-based employee compensation been applied to all awards.

 

     For the nine
Months ended
September 30:


   For the three
Months ended
September 30:


     2004*

   2003*

   2004*

   2003*

Net income – as reported

   $ 7,258    $ 6,561    $ 2,109    $ 3,083

Proforma stock based compensation cost, net of related taxes

     270      197      91      80
    

  

  

  

Net income – proforma

   $ 6,988    $ 6,364    $ 2,018    $ 3,003

Basic earnings per share – as reported

   $ 0.84    $ 0.76    $ 0.25    $ 0.36

Diluted earnings per share – as reported

   $ 0.83    $ 0.75    $ 0.24    $ 0.35

Basic earnings per share – proforma

   $ 0.81    $ 0.73    $ 0.23    $ 0.35

Diluted earnings per share – proforma

   $ 0.79    $ 0.72    $ 0.23    $ 0.34

 

* ($000 omitted) except for per share data

 

Trust income:

 

Trust income is recognized on the cash basis of accounting. Reporting such income on a cash basis does not materially affect net income.

 

Income taxes:

 

The Corporation files a consolidated Federal income tax return with its subsidiaries. Certain items of income and expense (primarily pension and post retirement benefits, provision for loan loss, mortgage servicing rights and other reserves) are reported in different periods for tax purposes. Deferred taxes are provided for on such temporary timing differences existing between financial and income tax reporting, subject to

 

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the deferred tax asset realization criteria required under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”).

 

4. Adoption of Financial Accounting Standards:

 

Accounting standards, recently issued as of December 31, 2003, are discussed in Note 2 “Summary of Significant Accounting Policies” in the Corporation’s Annual Report, incorporated in the 2003 Form 10-K (Exhibit #13).

 

As a part of the acquisition of Joseph W. Roskos & Co. (“JWR&Co.”) in 1999, the Corporation recorded goodwill of $3,300,000. In compliance with SFAS No. 142, the amortization of the balance of goodwill as of December 31, 2001 of $2,805,000 was discontinued. During the fourth quarter of 2002 an additional $400,000 of impairment loss was booked reducing the balance of goodwill to $2,405,000. During 2003, Corporation management determined that JWR&Co. was not attaining its strategic goals and that it would be in the best interest of the Corporation to discontinue offering family business office services through JWR&Co. Therefore, on August 1, 2003 effective as of June 30, 2003 the Corporation sold substantially all of the assets of JWR&Co. to Private Family Office, Inc. (the “Asset Sale”). There was no income or loss from discontinued operations reported for the first nine months of 2004. The loss from discontinued operations reported for the first nine months of 2003 was $1,970,000. The balance of goodwill was written-off as a result of the Asset Sale. There was no goodwill recorded on the Corporation’s books as of September 30, 2004.

 

Since the assets sold in the Asset Sale met all the requirements of Statement of Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the long-lived assets of JWR&Co. were classified as assets of discontinued operations and were classified as available for sale in the balance sheet through June 30, 2003, and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as (loss) income from discontinued operations, net of taxes in the respective statements of income.

 

In December 2003, the AICPA’s Accounting Standards Executive Committee (AcSEC) issued Statement of Position (“SOP”)03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 is effective for loans acquired in the fiscal year beginning after December 15, 2004, with early adoption encouraged. A transition provision applies for certain aspects of loans currently within the scope of “Practice Bulletin 6”, Amortization of Discounts on Certain Acquired Loans. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes loans acquired in business combinations and applies to all nongovernmental

 

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entities, including not for profit organizations. SOP 03-3 does not apply to loans originated by the entity. This SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. The Corporation has not yet determined the impact of the SOP on its consolidated earnings, financial condition, or equity.

 

5. Loans:

 

The Bank recognizes interest income on loans performing satisfactorily on the accrual method of accounting. Non-performing loans are loans on which scheduled principal and/or interest is past due 90 days or more or loans less than 90 days past due, which are deemed to be problem loans by Bank management. All non-performing loans, except consumer loans, which may be considered for charge-off when greater than 90 days past due, are placed on nonaccrual status, and any outstanding interest receivable at the time the loan is deemed non-performing is deducted from interest income. Smaller balance, homogeneous loans, exclusively consumer loans, when included in non-performing loans, for practical consideration, are not put on a nonaccrual status nor is the current accrued interest receivable reversed from income. The charge-off policy for all loans, including non-performing and impaired loans, considers such factors as the type and size of the loan, the quality of the collateral, and historical credit worthiness of the borrower in management’s assessment of the collectiblity of such loans.

 

As a part of its internal loan review process, management, when considering classifying a loan as an impaired loan, considers the ability of the borrower to continue to meet the original contractual terms of a loan. A loan is not considered impaired if there is merely an insignificant delay or shortfall in the amounts of payments that is a temporary delay in the payment process of a loan. Under these circumstances the Bank expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of the delay.

 

When a borrower is deemed to be unable to meet the original terms of a loan, a loan may be considered impaired or could be restructured. While all impaired loans are not necessarily considered non-performing loans, if a loan is delinquent for 90 days or more, it is considered both a non-performing and an impaired loan. All of the Bank’s impaired loans, which amounted to $1,373,000, $371,000 and $165,000 at September 30, 2004, December 31, 2003 and September 30, 2003, respectively, were placed on non-accrual status when they were delinquent for greater than 90 days, and any outstanding accrued interest receivable on such loans, except for consumer loans, at the time they were placed on non-accrual status, was reversed from income.

 

Impaired loans are required to be measured based upon the present value of expected future cash flows, discounted at the loan’s initial effective interest rate or at the loan’s market price or fair value of the

 

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collateral, if the loan is collateral dependent. As of September 30, 2004, December 31, 2003 and September 30, 2003, no loans were measured using the present value of expected future cash flows or the loan’s market price because all impaired loans were collateral dependent at these respective dates. Impaired loans measured by the value of the loan’s collateral amounted to $1,373,000, $371,000, and $91,000, as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively. As of September 30, 2004, four of the impaired loans totaling $1,004,000 and measured by the value of the loans collateral have a shortfall in the collateral values. The shortfall in the collateral value compared to the loan value totaled $147,449. There has been a $209,000 allocation of the loan loss allowance specifically for the identified loans.

 

If the loan valuation is less than the recorded value of the loan, an impairment reserve may be established for the difference. As of September 30, 2004, December 31, 2003 and September 30, 2003, there were no impaired loans for which it was necessary to establish an impairment reserve. Impaired loans for which a $209,000 loan loss allowance was allocated amounted to $1,004,000, at September 30, 2004. The impaired loans for which no loan loss allowance was allocated amounted to $371,000 at December 31, 2003 and $165,000 at September 30, 2003. Average impaired loans for the nine month period ended September 30, 2004, year ended December 31, 2003 and September 30, 2003 amounted to $598,048, $170,000 and $97,000, respectively.

 

When a loan is put on a nonaccrual status, any loan payment subsequently collected is credited to reduce the outstanding principal balance. Therefore, no interest income was reported on nonaccrual loans during either nine month period ended September 30, 2004 or 2003. Loans may be removed from nonaccrual status and returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time and there is a sustained period of repayment performance by the borrower, with a minimum repayment of at least three months, in accordance with the contractual terms of interest and principal. Subsequent income recognition would be recorded under the existing terms of the loan. Based on the above criteria, one nonaccrual loan totaling $60,000 was removed from nonaccrual status, during the first nine months of 2004 and two loans totaling $28,000 were removed from non-accrual status for the first nine months of 2003.

 

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6. Allowance for Loan Losses:

 

The summary of changes in the allowance is as follows:

 

     Nine months-ended
September 30,


    Year ended
December 31,


 
     2004

    2003

    2003

 
     ($000 omitted)  

Balance, beginning of period

   $ 6,670     $ 6,114     $ 6,114  

Charge-offs:

                        

Consumer

     (42 )     (81 )     (102 )

Commercial and industrial

     (167 )     (112 )     (112 )

Real estate

     (193 )     —         (13 )
    


 


 


Total charge-offs

     (402 )     (193 )     (227 )
    


 


 


Recoveries:

                        

Consumer

     29       26       32  

Commercial and industrial

     1       —         —    

Real estate

     —         1       1  
    


 


 


Total recoveries

     30       27       33  
    


 


 


Net (charge-offs) / recoveries

     (372 )     (166 )     (194 )

Provision for loan losses

     562       667       750  
    


 


 


Balance, end of period

   $ 6,860     $ 6,615     $ 6,670  
    


 


 


 

7. Segment Information:

 

Statement of Financial Accounting Standard No. 131, Segment Reporting, identifies operating segments as components of an enterprise which are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criteria to the Corporation’s results of continuing operations.

 

The Corporation’s Banking segment is managed as a traditional banking segment. The Banking segment gathers deposits, makes loans and purchases investments. In addition to net interest income generated by this segment, revenues are earned from the service charges on deposit accounts, rental of safe deposit boxes, sweep fees, as well as other miscellaneous revenues for products and service.

 

The Wealth Management segment has responsibility for all fiduciary activity within the Bank. This includes trust investment and administration, client employee benefit administration, trust tax services and client custodial responsibilities.

 

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The Mortgage Banking segment is responsible for the origination of residential mortgage loans, as well as the sale and servicing of all or a portion of these residential mortgage loans to the secondary mortgage loan market. All related revenues are included in this segment, as well as income and expense associated with the mortgage servicing rights related to the servicing of sold residential mortgage loans. Revenue and expenses for Bryn Mawr Settlement Services, Inc. are included in this business segment.

 

The “All Other” segment includes revenues and expenses for Insurance Counsellors of Bryn Mawr, Inc., Bryn Mawr Bank Corporation and, for 2003, Bryn Mawr Finance, Inc.

 

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7. Segment Information:

 

The Corporation’s principal operating segments are structured around the financial services provided to its customers. The Banking segment gathers deposits and makes funds available for loans to its customers. The Bank’s Wealth Management’s segment provides both corporate and individual investment management and trust products and services. The Bank’s Mortgage Banking segment originates and sells residential mortgage loans to the secondary mortgage market and includes Bryn Mawr Settlement Services. Bryn Mawr Bank Corporation and all other subsidiaries are aggregated under the “All Other” heading.

 

Segment information for the nine months ended September 30, 2004 and 2003 for continuing operations is as follows:

 

(Dollars in thousands)

 

     2004

    2003****

 
     Banking

    Wealth
Management


    Mortgage
Banking


    All
Other


    Consolidated

    Banking

    Wealth
Management


    Mortgage
Banking


    All
Other


    Consolidated

 

Net interest income

   $ 19,666     $ —       $ —       $ 65     $ 19,731     $ 18,659     $ —       $ —       $ 36     $ 18,695  

Less Loan loss provision

     562       —         —         —         562       667       —         —         —         667  
    


 


 


 


 


 


 


 


 


 


Net interest income after loan loss provision

     19,104       —         —         65       19,169       17,992       —         —         36       18,028  

Intersegment interest (revenues) expenses*

     —         —         —         —         —         7       —         —         (7 )     —    
    


 


 


 


 


 


 


 


 


 


Net interest income after loan loss provision and eliminations

     19,104       —         —         65       19,169       17,999       —         —         29       18,028  

Other income:

                                                                                

Fees for investment management and trust services

     —         7,626       —         —         7,626       —         7,072       —         —         7,072  

Other income***

     2,746       —         5,090       211       8,047       2,743       —         11,827       131       14,701  
    


 


 


 


 


 


 


 


 


 


Total other income

     2,746       7,626       5,090       211       15,673       2,743       7,072       11,827       131       21,773  

Other expenses:

                                                                                

Salaries and benefits

     9,650       3,670       1,064       201       14,585       9,813       3,529       2,012       275       15,629  

Occupancy

     2,411       426       185       (90 )     2,932       2,265       464       193       (74 )     2,848  

Mortgage Servicing Rights amortization

     —         —         646       —         646       —         —         2,576       —         2,576  

Other operating expense***

     3,685       812       892       257       5,646       3,264       712       1,653       87       5,716  
    


 


 


 


 


 


 


 


 


 


Total other expense

     15,746       4,908       2,787       368       23,809       15,342       4,705       6,434       288       26,769  
    


 


 


 


 


 


 


 


 


 


Segment profit (loss) from operations

     6,104       2,718       2,303       (92 )     11,033       5,400       2,367       5,393       (128 )     13,032  

Intersegment (revenues) expenses **

     133       135       —         (268 )     —         79       135       —         (214 )     —    
    


 


 


 


 


 


 


 


 


 


Segment profit (loss) from continuing operations after eliminations

                                                                             0  

eliminations

   $ 6,237     $ 2,853     $ 2,303     ($ 360 )   $ 11,033     $ 5,479     $ 2,502     $ 5,393     ($ 342 )   $ 13,032  
    


 


 


 


 


 


 


 


 


 


% of segment profit (loss)

     56 %     26 %     21 %     (3 %)     100 %     42 %     19 %     41 %     (3 %)     100 %
    


 


 


 


 


 


 


 


 


 


 

*- Bryn Mawr Finance, Inc. provided intercompany financing to The Bryn Mawr Trust Company and other subsidiaries of the Corporation in 2003. Intersegment interest revenues and expenses consisted of interest payments made by The Bryn Mawr Trust Company to various Corporation subsidiaries.

 

**- Intersegment revenues consist of rental payments to Bryn Mawr Bank Corporation from its subsidiaries, and insurance commissions paid by the Bank to Insurance Counsellors of Bryn Mawr, Inc. Intersegment expenses consist of a $3,750 management fee, paid by Bryn Mawr Bank Corporation to the Bank.

 

***- Included in the Mortgage Banking segment other income for the first nine months of 2004 is a net gain on the sale of Mortgage servicing rights of $1,146,000. For the first nine months of 2004, other operating expenses of the Mortgage Banking segment includes $188,000 of expense related to this sale of mortgage servicing rights. No such sale of mortgage servicing rights occurred in the first nine months of 2003.

 

****- Reclassified for comparative purposes.

 

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Item 2.

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following is a discussion of the consolidated results of operations of Bryn Mawr Bank Corporation and its subsidiaries (the “Corporation”) for the three and nine months ended September 30, 2004 and 2003, as well as the financial condition of the Corporation as of September 30, 2004, December 31, 2003 and September 30, 2003. The Bryn Mawr Trust Company (the “Bank”) and Joseph W. Roskos & Co., Inc. (“JWR&Co.”) are wholly-owned subsidiaries of the Corporation, Insurance Counsellors of Bryn Mawr, Inc. (“ICBM”) and Bryn Mawr Settlement Services, Inc (“BMSS”) are wholly-owned subsidiaries of the Bank and Bryn Mawr Finance, Inc (“BMF”) is a wholly-owned subsidiary of JWR&Co.

 

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

 

Certain of the statements contained in this Report and the documents incorporated by reference herein, may constitute forward-looking statements for the purposes of the Securities Exchange act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Corporation to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to the Corporation’s financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, impairment of goodwill, the effect of changes in accounting standards, and market and pricing trends. The words “expect,” “anticipate,” “intended,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Corporation’s actual results may differ materially from the results anticipated by the forward-looking statement due to a variety of factors, including without limitation:

 

  the effect of future economic conditions on the Corporation and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and savings patterns, and the Corporation’s interest rate risk exposure and credit risk;

 

  changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets;

 

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  governmental monetary and fiscal policies, as well as legislation and regulatory changes;

 

  changes in accounting requirements or interpretations;

 

  the risks of changes in interest rates on the level and composition of deposits, loan demand, the origination and sale of residential mortgage loans, and the value of loan collateral and securities, as well as interest rate risk;

 

  the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in the Corporation’s trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally together with such competitors offering banking products and services by mail, telephone, computer and the internet;

 

  any extraordinary events (such as the September 11, 2001 events, the war on terrorism and the U.S. Government’s response to those events);

 

  the Corporation’s success in continuing to generate new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time, and success in the generation of revenue from its new full service branches in Newtown Square and Exton PA;

 

  the Corporation’s ability to continue to generate investment results for customers and the ability to continue to develop investment products in a manner that meets customers needs;

 

  the Corporation’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

 

  the Corporation’s ability to originate and sell residential mortgage loans and when appropriate to sell mortgage servicing rights;

 

  the accuracy of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities and technological changes and compliance with Section 404 of the Sarbanes Oxley Act being more difficult or expensive than anticipated; and

 

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  the Corporation’s success in managing the risks involved in the foregoing.

 

All written or oral forward-looking statements attributed to the Corporation are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this report are based upon information presently available, and the Corporation assumes no obligation to update any forward-looking statement.

 

EXECUTIVE OVERVIEW

 

The Corporation derives the vast majority of its income from its primary subsidiary, the Bank. The Bank is a state chartered member bank of the Federal Reserve System and was chartered in 1889. Located in an affluent western suburb of Philadelphia, PA, the Bank has continued to provide commercial banking and trust fiduciary services to its customer base. In 1986, the Corporation was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Corporation’s profitability is primarily derived from a number of segments or lines of business within the Bank. The traditional segment includes the generation of net interest income from the gathering of deposits and funding of commercial, real estate and consumer loans, as well as the ability to purchase investments. Due primarily to the structure of its deposit base, providing a source of low cost funding, the Bank was able to maintain a net interest margin, at 4.42% for the first nine months of 2004.

 

In addition to its traditional banking activities of deposit gathering and lending, the Bank’s Wealth Management segment provides a stream of revenue, primarily related to its ability to grow its assets under management, which amounted to $1,780,000,000 as of September 30, 2004. In addition to the assets stated above the Bank acts as an investment advisor on $49,000,000 of assets for Community Banks located in Harrisburg PA.

 

In prior years, the Bank mortgage banking segment had grown. This growth was due to the increased demand for mortgages and the mortgage banking segment’s ability to meet the demands of its customers to originate and sell mortgages to the residential mortgage market. This demand slowed beginning in the fourth quarter 2003 through the third quarter of 2004. While the mortgage banking segment had expanded its volume of residential loan origination and sale activity in prior years, recent volume trends indicate that the demand for mortgages is likely to remain at a reduced level in future periods with a consequent reduction in the Bank’s mortgage loan originations and sales.

 

In an effort to enhance residential mortgage originations and sale volumes related to home purchases, the Bank entered into a marketing agreement with Keller Williams Main Line Realty, (“K/W”) a real estate agency which recently established an office in Bryn Mawr. Under the terms of the marketing agreement, in return for a fixed monthly fee to be paid by

 

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the Bank, K/W will assist the Bank in marketing the Bank’s mortgage products to K/W clients. It is the intention of both the Bank and K/W to cancel the marketing agreement and establish a limited liability company (the “LLC”), which will be a licensed mortgage broker, during the first quarter of 2005, whereby the profits of the LLC will be divided between the Bank and K/W. The LLC will be owned jointly by K/W and a newly formed subsidiary of the Bank.

 

Also, the Bank participates in a partnership with a title insurance agency, generating revenues from title insurance services being sold to borrowers associated with the mortgage banking segment.

 

In addition to these three business segments, the Bank presently offers through ICBM insurance products which include commercial, personal lines, life and benefits insurance products.

 

Both the Corporation’s and Bank’s capital levels remain above those capital levels necessary to be considered “Well Capitalized” by their respective regulators. “Well Capitalized” is the highest rating available from the regulators. The Corporation’s annualized return on equity was 14.31% and its annualized return on assets was 1.52% as of September 30, 2004. The Uniform Bank Performance Report Peer Group Data as of June 30, 2004 for Banks with assets between $300 million and $1 billion had an annualized return on equity of 13.20% and an annualized return on assets of 1.20%.

 

The $2,000,000 decrease in earnings from continuing operations before income taxes for the first nine months of 2004 over the same period in 2003 is due primarily to a slowing down of the residential mortgage refinancing activity, as well as expenses associated with the implementation of the requirements of Section 404 of the Sarbanes Oxley Act (“SOX”). The gains on the sale of residential mortgage loans declined $7,132,000 and the related title insurance income from BMSS declined $319,000. Partially offsetting the decline in income, due to the reduction in mortgage loan sale activity was a decrease of $1,930,000 in the amortization of mortgage servicing rights (“MSR”s). During the first quarter of 2004, the Bank sold MSRs, generating a net gain, after the accelerated amortization of the sold MSRs, of $1,146,000. No such sales or gains were reported for the first nine months of 2003 or for the second and third quarters of 2004. In order to become compliant with SOX, the Corporation has incurred an expense of $161,000 for consulting and accounting fees for the first nine months of 2004. No such fees were incurred in 2003.

 

Also partially offsetting the decline in gains on loan sales, due primarily to strong growth in the Corporation’s earning assets, was an increase in net interest income of $1,037,000 for the first nine months of 2004 compared to the same period in 2003. The Corporation’s balance sheet is asset interest rate sensitive, meaning that an increase in interest rates should cause an increase in the net interest margin and related net interest income. Recent prime rate increases have, and should continue to have, a positive effect on net interest income.

 

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The fees for trust services also increased for the first nine months of 2004 compared to the same period in 2003 by $554,000 or 8%. Reductions in both the corporate-wide incentive salaries and overtime associated with a decrease in the mortgage banking activity discussed previously were primarily responsible for the decrease in salary and wages of $950,000 or 8% for the first nine months of 2004 compared to the same period in 2003. In addition there was a reduction in the provision for loan loss of $105,000 and decreases in operating expense related to the reduced residential mortgage activity.

 

The ability to originate and sell residential mortgage loans and originate MSRs, including refinancing existing loan balances from higher to lower interest rates during a decreasing interest rate environment, provides a counter-cyclical source of additional non-interest revenue, offsetting a declining net interest margin, the result of the Corporation’s balance sheet being asset rate sensitive in a decreasing interest rate environment. In future periods, if interest rates continue to rise, the Corporation could benefit from its asset rate sensitivity, increasing its net interest margins, while decreasing its revenues from residential mortgage refinancing. However, in a rising interest rate environment, the possibility exists that the decrease in revenues from the sale of residential mortgage loans will be greater than the increase in net interest income caused by the rise in the rates of interest, thereby having a negative impact on the Corporation’s net income.

 

Beginning in the fourth quarter of 2003 and carrying through the first nine months of 2004, the trend in origination and refinancing residential mortgage loan activity slowed from the volumes generated during the first three quarters of 2003. This decrease in residential mortgage loan originations and refinances, prior to market interest rates moving upward, has had a detrimental impact on the Corporation’s income from operations, due to a decrease in revenues from this counter-cyclical activity, without a sufficient corresponding increase in the Corporation’s net interest income or net interest margin. In an effort to mitigate the detrimental effect of this slowing in residential mortgage loan refinancings and to lower the amount of interest rate risk associated with the valuation of an expanded MSR portfolio, the Bank sold MSRs in the first quarter of 2004. The net change in the MSR balances was $1,098,000 reducing the balance to $3,293,000 at September 30, 2004 from $4,391,000 at December 31, 2003. The slowing of residential mortgage loan originations and refinancings through 2004, without a significant increase in overall interest rates and the associated reduction in loan sale gains, compared to similar periods in 2003, has been and may continue to be detrimental to the results of continuing operations for the Corporation in 2004.

 

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CRITICAL ACCOUNTING POLICIES

 

The Corporation considers the allowance for loan losses, mortgage servicing rights and discontinued operations as critical accounting policies.

 

Allowance for Loan Losses

 

One of the Corporation’s most critical accounting policies is the allowance for loan loss. The Corporation considers that the determination of the allowance for loan losses requires a higher degree of judgment than other critical policies. The allowance for loan loss represents management’s estimate of the losses that are probable. The allowance is consistently monitored to determine its adequacy. Ongoing review of credit standards, the level of delinquencies on loan products and loan segments, and the current state of the economy are included in this review. In addition to the current state of the economy, the economic uncertainty brought about by international concerns such as the war on terrorism and acts of terrorism and the strength of the Bank’s loan portfolio are all primary factors that determine the level of the provision for loan loss. Bank management has continued to provide for its reserve, but at a decreased amount, compared to the first nine months of 2003 based on the most current analysis of the allowance for loan losses. This analysis included the status of the current loan portfolio and the general uncertainty of the economic conditions. The status of the current loan portfolio included the continued growth in the real estate and commercial mortgage portfolios, the strength of the Bank’s loan portfolio, with non-performing loans at 24 basis points of total loans at September 30, 2004, as well as a market experiencing significant growth in recent years.

 

The provision for loan loss that was based on the Bank’s adequacy analysis was $562,000 for the first nine months of 2004, a 16% decrease from a $667,000 provision for the same period in 2003. The provision for loan losses represents management’s determination of the amount necessary to be charged to current operating earnings to adjust the allowance for loan losses to a level that represents, based on management’s analysis of the status of the allowance for loan losses, compared to a number of factors associated with the current loan portfolio, management’s best estimate of the known and inherent losses in the current loan portfolio. Management’s determination of the adequacy of the allowance for loan losses is based on periodic evaluations of the loan portfolio, as well as other factors. Included in the factors assessed in determining the adequacy of the loan loss reserve are the percentages of historical charge-offs of specific loan categories in recent years. Actual charge-offs may differ from these percentages of historical charge-offs, as well as management’s estimates, necessitating an adjustment to the loan loss reserve by potentially increasing or lowering future loan loss provisions. While net loan charge-offs of $372,000 for the first nine months of 2004 have increased 125% from net loan charge-offs of $165,000 for the first nine months of 2003, management believes that the adequacy analysis of the allowance for loan losses provides sufficient reserves to cover both the increase in the charge-offs, as well as the remaining inherent losses in the loan portfolio.

 

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Discontinued Operations

 

During 2003, Corporation management determined that JWR&Co. was not attaining its strategic goals and that it would be in the best interest of the Corporation to discontinue offering family office services through JWR&Co. Therefore, the Corporation sold substantially all of the assets of JWR&Co. to Private Family Office, Inc. The Asset Sale was accomplished on August 1, 2003, effective as of June 30, 2003. As of the effective date of the Asset Sale, all goodwill and certain other intangible assets of JWR&Co. were transferred to Private Family Office, Inc. and there is no goodwill remaining on the books of the Corporation.

 

Since the assets sold in the Asset Sale met all the requirements of Statement of Financial Accounting Standard No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the long-lived assets of JWR&Co. were classified as assets of discontinued operations available for sale on the balance sheet and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as a loss from discontinued operations, net of taxes in the respective statements of income, to reflect the accounting for discontinued operations under SFAS No. 144.

 

Mortgage Servicing Rights

 

As a part of its Mortgage Banking segment’s loan servicing business, the Bank records the value of MSRs as an asset when residential mortgage loans are sold and the servicing is retained by the Bank. MSRs represent the right to receive cash flows from servicing mortgage loans. The servicing rights are capitalized based on the relative fair value of the servicing right on the date the mortgage loan is sold. MSRs are amortized in proportion to, and over the period of, the estimated net servicing income. MSRs are carried at the lower of cost or estimated fair value. The Corporation obtains an independent appraisal of the fair value of its MSRs quarterly, which approximates the fair value expected in a sale between a willing buyer and seller.

 

MSRs are assessed quarterly for impairment based on the estimated fair value of those rights. For purposes of performing the impairment valuation, the MSR portfolio is stratified on the basis of certain predominant risk characteristics, including loan type and note rate. To the extent that the carrying value of the servicing rights exceeds estimated fair value for any stratum, a valuation allowance is established, which may be adjusted in the future as the estimated fair value of the MSRs increase or decrease. This valuation allowance is recognized in the consolidated statements of operations during the period in which impairment occurs.

 

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The following summarizes the Corporation’s activity related to MSRs for the nine months ended September 30, 2004 and 2003:

 

(In thousands)

 

     2004

    2003

 

Balance, January 1

   $ 4,391     $ 5,146  

Additions

     947       1,692  

Amortization

     (646 )     (2,575 )

Impairment

     —         —    

Sales

     (1,399 )     —    
    


 


Balance, September 30

   $ 3,293     $ 4,263  
    


 


Fair Value

   $ 4,335     $ 6,182  

 

There has been no impairment of MSRs nor change in the valuation allowance of MSRs for the nine months ended September 30, 2004. An impairment of $350,000, due to changes in market rates, was reported during the second quarter of 2003. This impairment was recovered in the third quarter 2003. No impairment existed in the MSR portfolio as of September 30, 2003, due to the change in Market value of MSR of the stratas.

 

At September 30, 2004, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:

 

    

September 30,

2004


 
  

Fair value amount of MSRs

   $ 4,335  

Weighted average life (in years)

     3.8  

Prepayment speeds (constant Prepayment rate) (1):

     19.62 %

Impact on fair value:

        

10% adverse change

     (303 )

20% adverse change

     (577 )

Discount rate:

     10.05 %

Impact on fair value:

        

10% adverse change

     (138 )

20% adverse change

     (267 )

 

(1) represents the weighted average prepayment rate for the life of the MSR asset.

 

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These assumptions and sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In realty, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities.

 

DISCONTINUED OPERATIONS

 

On August 1, 2003, effective June 30, 2003, JWR&Co. sold substantially all of its assets, consisting of client accounts receivable and advances, fixed assets and prepaid expenses to Private Family Office, Inc. The Asset Sale price was $2,350,000. JWR&Co. received $400,000 in cash and three notes from Private Family Office, Inc., aggregating $1,950,000. As of September 30, 2004, the aggregate balance of the three notes amounted to $1,302,000. The notes were for the accounts receivable, the fixed assets, prepaid expenses and for the goodwill which represented the value of the associated intangible assets of JWR&Co. The intangibles included the value of the client list which was sold in the transaction. The note associated with the accounts receivable and client advances was due to be paid down from the proceeds of collected accounts receivable, with a maximum term of 6 months. This note, with a balance of $73,000, was extended to November 1, 2004. The note associated with the fixed assets and prepaid expenses is for a 5-year term. The goodwill note has an amortization schedule of 15 years with a 10-year balloon payment. All three notes bear interest at a rate of 6%, with the goodwill note resetting after 7 years. There are no prepayment penalties on the notes. Private Family Office, Inc. is renting certain fixed assets and office space from the Bank.

 

As a result of Corporation management’s decision to accomplish the Asset Sale, the Corporation had long-lived assets meeting the criterion of SFAS No. 144 for being classified as available for sale on its balance sheet (“the “Long-Lived Assets”). Therefore, the Long-Lived Assets of JWR&Co. were classified as assets of discontinued operations available for sale on the balance sheet and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as a loss from discontinued operations, net of taxes in the respective statements of income.

 

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Following is a table outlining (1) the amounts of revenue, expenses and after-tax losses reported in the results from discontinued operations and (2) the non-recurring transactions impact, that are a result of the Asset Sale:

 

     ($000) omitted
For the Nine Months Ended


 
     2004*

   2003

 

Revenues of JWR&Co.

     —      $ 773  

Expenses of JWR&Co.

     —        1,173  
    

  


Pre-tax (loss) income

     —        (400 )

Applicable income tax (Benefit)

     —        (136 )
    

  


(Loss) Income

     —        (264 )

Non-recurring transactions

               

Write-down of Goodwill

     —        (1,005 )

Accounts Receivable charge-off

     —        (142 )

Taxes

     —        (320 )

Other

     —        (239 )
    

  


Total of non-recurring

     —        (1,706 )
    

  


(Loss) Income from Discontinued operations

   $ —      $ (1,970 )
    

  


 

* - There is no income (loss) from discontinued operations reported for the first nine months of 2004.

 

Reflecting the results of the $1,970,000 loss from discontinued operations for the first nine months of 2003, the Corporation reported net income of $7,258,000 for the nine months ended September 30, 2004, an 11% increase from $6,561,000 reported for the same period in 2003. Basic earnings per common share on net income amounted to $.84, an 11% increase from $.76 reported for the first nine months of 2003. Diluted earnings per common share on net income increased 11% to $.83 for the nine months ended September 30, 2004 compared to $.75 for the same period in 2003. All share and per share data have been reclassified to reflect the effect of a two-for-one stock split, effective October 1, 2003.

 

There was no income or loss from discontinued operations for the first nine months of 2004. The basic loss per common share from discontinued operations amounted to ($.23) for the first nine months of 2003. The diluted loss per common share amounted to ($.22) for the first nine months of 2003.

 

For the three month period ending September 30, 2004, net income was $2,109,000, a 32% decrease from $3,083,000 reported for the third quarter of 2003. Earnings per common share on net income amounted to $.25, a 31% decrease from $.36 reported for the third quarter of 2003. Diluted earnings per common share on net income decreased 31% to $.24 for the three months ended September 30, 2004 compared to $.35 for the same period in 2003.

 

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RESULTS OF CONTINUING OPERATIONS

 

The results of continuing operations will be discussed exclusive of the results from discontinued operations. The Corporation reported income from continuing operations of $7,258,000 for the nine months ended September 30, 2004, a 15% decrease from the $8,531,000 reported for the same period in 2003. Basic earnings per common share from continuing operations amounted to $.84, a 15% decrease from the $.99 reported for the first nine months of 2003. Diluted earnings per common share from continuing operations decreased 14% to $.83 for the nine months ended September 30, 2004 compared to $.97 for the same period in 2003.

 

As discussed previously in the Executive Overview, the decrease in earnings from continuing operations before income taxes for the first nine months of 2004 over the same period in 2003 is attributable to a number of factors. Most significant is the decline in gains on loan sales of $7,132,000, which was partially offset by the sale of MSRs, during the first quarter of 2004, which generated a net gain of $1,146,000. The result of a significant decline of the residential mortgage refinancing activity and offsetting the reduction in the fee income for the first nine months is a decrease of $1,930,000 in the amortization of MSRs.

 

Net interest income and fees for trust services rose $1,037,000 and $554,000, respectively, for the first nine months of 2004 over the same period in 2003. In addition to these increases, corporate-wide incentive salaries decreased which was primarily responsible for the decrease in salary and wages of $950,000 or 8% for the first nine months of 2004 compared to the same period in 2003. As previously stated in the Executive Overview, the net changes discussed above accounts for the majority of the decrease in income from continuing operations before income taxes, for the first nine months of 2004, compared to the same period in 2003.

 

As discussed in the Executive Overview, the Bank sold MSRs in the first quarter of 2004, thereby reducing MSR balances by $1,098,000, from December 31, 2003 to a balance of $3,293,000 at September 30, 2004. The net gain on this sale amounted to $1,146,000. There was no such sale in the first nine months of 2003 or the second and third quarters of 2004. The slowing of residential mortgage loan refinancings through 2004, and the associated reduction in loan sale gains, compared to similar periods in 2003, without a significant increase in overall interest rates has been detrimental to the results of continuing operations for the Corporation in 2004.

 

The Corporation reported income from continuing operations of $2,109,000 for the three months ended September 30, 2004, a 28% decrease from the $2,933,000 reported for the same period in 2003. Basic earnings per common share from continuing operations amounted to $.25, a 26% decrease from the $.34 reported for the third quarter of 2003. Diluted earnings per common share from continuing operations decreased 27% to $.24 for the third quarter of 2004 compared to $.33 for the same period in 2003.

 

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The decrease in earnings from continuing operations before income taxes for the third quarter of 2004 over the same period in 2003 is attributable to a number of factors. The most significant factor is the decline in gains on loan sales of $2,217,000 as a result of a slow down of the residential mortgage refinancing activity. Offsetting the reduction in the gain on loan sales for the third quarter of 2004 is a decrease of $345,000 in the amortization of MSRs. In addition, net interest income and fees for trust services increased $465,000 and $17,000, respectively, from period to period.

 

Net interest income, after the provision for loan loss, for the first nine months of 2004, was 6% higher than the first nine months of 2003. While average net loan balances increased $60,604,000 or 13% from the same period in 2003, the lower interest rate environment that existed during the first nine months of 2004, compared to the same period in 2003, partially offset the effect of the loan volume increase on net interest income. While net loan charge-offs have increased for the first nine months of 2004, compared to the same period in 2003, continued strong asset quality, with non-performing loans as a percent of total loans of 24 basis points for September 30, 2004 and 5 basis point for September 30, 2003, and 6 basis points as of December 31, 2003, as well as the results of the loan loss reserve adequacy calculation made by management, has prompted the Corporation’s management to reduce its provision for loan losses to $562,000 for the first nine months of 2004, compared to $667,000 for the first nine months of 2003.

 

Average outstanding loan balances for the first nine months of 2004 grew 13% from average outstanding loan balances for the first nine months of 2003. Average other earning assets, primarily investments and federal funds sold increased 28%. While the number of deposit accounts remained practically level from year to year, average outstanding deposit balances grew by 14%, with growth spread across all deposit categories. Average outstanding balances of non-interest bearing demand deposit accounts increased 2%, NOW accounts 16%, market rate accounts 47% and savings accounts 5%. The average outstanding balances of time deposits, consisting of certificates of deposit (“CDs”), increased 4%. The necessity of funding the growth in average outstanding loans caused the average outstanding balances of short-term borrowings to increase by 71%, to $1,135,000 for the first nine months of 2004 from $663,000 for the same period in 2003.

 

The Wall Street Journal prime rate (the “WSJ Prime Rate”) increased to 4.75% at September 30, 2004 from 4.00% at September 30, 2003. The full impact of this increase will be evidenced on the floating rate home equity lines of credit, which are tied to the WSJ Prime Rate. The Bank’s prime rate was not lowered with the last 25 basis point decrease in September 2003 and remained at 4.25% from September 30, 2003 through August 12, 2004, therefore only 50 basis points of the prime increase will impact the earning assets tied to BMTC’s prime rate. Since, in the short term, 30 days or less, the Bank is asset rate sensitive, a decreasing prime rate usually will cause a related decrease in the respective yields on earning assets.

 

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However, even though the Bank’s prime rate remained constant from year to year, the overall annualized yield on earning assets decreased by 40 basis points, from 5.6% at September 30, 2003 to 5.2% for the same period in 2004, due to the decline in the interest rates on investments being purchased compared to those maturing or being called, as well as lower rates of interest being earned on residential real estate loans during this period, compared to the same period in 2003. Compared to the first nine months of 2003, the average cost of funds decreased 9 basis points, from .88% in 2003 to .79% in 2004. The overall result was a decline in the Bank’s annualized net interest margin, to 4.42% for the first nine months of 2004 compared to 4.77% for the same period in 2003.

 

While interest rate movements and their effect on future revenue streams cannot be predicted, management believes that there are presently no known trends, events or uncertainties, related to potential changes in interest rates that will have or are reasonably likely to have a material effect on the Corporation’s liquidity, capital resources or results of operations in the future. However, as discussed previously, a continued lower market rate environment, thereby limiting the Corporation’s ability to increase its net interest margin and related net interest income, combined with a continued decrease in the number of loan customers seeking mortgage loans or refinancing opportunities, lowering the gains on the residential loan sales in the secondary market, will cause an adverse effect on the Corporation’s results of operations.

 

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Table of Contents

The following table presents the average daily balances and the percentage change for the periods indicated:

 

AVERAGE BALANCE SHEET

(dollars in thousands)

 

     3rd Quarter

    YTD

 
     2004

    2003

    % Change
2004 vs.
2003


    2004

    2003

    % Change
2004 vs.
2003


 
                                      

Assets:

                                            

Cash and due from banks

   $ 33,446     $ 33,322     .37 %   $ 32,824     $ 32,955     (0.40 %)

Interest-bearing deposits with other banks

     2,328       261     792 %     1,951       2,868     (31.97 %)

Federal funds sold

     20,689       10,064     105.6 %     11,655       10,003     (16.52 %)

Investment securities available for sale

     32,412       23,899     35.62 %     31,340       22,231     40.97 %

Loans

     549,120       486,982     12.76 %     535,268       474,188     12.88 %

Less allowance for loan losses

     (7,076 )     (6,675 )   6.01 %     (6,948 )     (6,472 )   7.35 %
    


 


       


 


     

Net loans

     542,044       480,307     12.85 %     528,320       467,716     12.96 %

Other assets

     29,000       26,224     10.58 %     29,937       27,705     8.06 %
    


 


       


 


     

Total assets

     659,919       574,077     14.95 %     636,027       563,478     12.88 %

Liabilities:

                                            

Demand deposits, non-interest-bearing

   $ 138,609     $ 139,201     (.43 %)   $ 136,991     $ 134,567     1.80 %
    


 


       


 


     

Market rate accounts

     134,727       86,459     55.83 %     120,616       82,331     46.50 %

NOW accounts

     157,278       127,319     23.53 %     147,611       126,761     16.45 %

Regular savings

     51,322       50,303     2.03 %     51,728       49,384     4.75 %
    


 


       


 


     
       343,327       264,081     29.65 %     319,955       258,476     23.79 %
    


 


       


 


     

Time deposits

     100,365       97,076     3.39 %     100,179       96,781     3.51 %
    


 


       


 


     

Total Deposits

     582,301       500,358     16.38 %     557,125       489,824     13.74 %
    


 


       


 


     

Short term borrowings

     —         87     100 %     1,135       663     71.19 %

Other liabilities

     8,843       10,453     15.40 %     10,008       10,204     1.92 %
    


 


       


 


     

Total liabilities

     591,144       510,898     15.71 %     568,268       500,691     13.50 %

Total shareholders equity

     68,775       63,179     8.86 %     67,759       62,787     7.92 %
    


 


       


 


     

Total liabilities and shareholder’s equity

   $ 659,919     $ 574,077     14.95 %   $ 636,027     $ 563,478     12.88 %
    


 


       


 


     

 

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Table of Contents

NET INTEREST INCOME

 

While the overall yield on earning assets declined for the first nine months of 2004, the ability to adjust the rates paid on deposits, combined with a 14% increase in earning assets from September 30, 2003 to September 30, 2004, caused net interest income to grow to $19,732,000 or 6% over $18,695,000 reported for the same period in 2003. Primarily the result of an 11% increase in outstanding loans from September 30, 2003 to September 30, 2004 total interest and dividend income increased 5% for the first nine months of 2004, to $23,053,000 from $21,956,000 for the first nine months of 2003. Interest expense increased 2% for the nine months ended September 30, 2004, to $3,321,000 compared to $3,261,000 for the first nine months of 2003.

 

Due primarily to an 11% increase in outstanding loan balances during the last twelve months, interest and fees on loans increased 5% from $21,218,000 for the first nine months of 2003 to $22,187,000 for the first nine months of 2004. Average outstanding loan balances grew 13% for the first nine months of 2004, to $535,268,000, compared to $474,188,000 for the same period in 2003. The average yield on the loan portfolio decreased 43 basis points, from 5.83% for the first nine months of 2003 to 5.40% for the same period in 2004.

 

Interest and dividend income on investments increased $114,000 or 18%, from $632,000 for the first nine months of 2003 to $746,000 for the first nine months of 2004. Interest on U.S. Government Agency securities increased 6% from $566,000 for the first nine months of 2003 to $600,000 for the first nine months of 2004. The primary reason for this growth was the increase of $5,502,000 or 28% in the average balance of Government Agency Securities from $19,383,000 during the first nine months of 2003 to $24,885,000 for the comparable period in 2004. This was partially offset by the lower yield on government agency investments purchased to replace matured or called investments during this twelve month period. The yield declined from 4.20% to 3.28%. Interest income on obligations of states and political subdivisions increased $84,000 or 210% from $40,000 for the nine months ended September 30, 2003 to $124,000 for the same period in 2004. The Bank’s average balance of investments in obligations of state and political subdivisions increased by $3,551,000 or 235%, from $1,511,000 in 2003 to $5,062,000 in 2004. Partially offsetting this increase in average balances was a decrease in the average yield on obligations of state and political subdivisions, from 3.81% for the first nine months in 2003 to 3.27% for the first nine months of 2004. The overall yield on investment securities decreased from 3.80% for the first nine months of 2003 to 3.17% for the first nine months of 2004, a result of lower rates of interest being paid on investments purchased during the twelve-month period, compared to rates of interest on investments matured or called during that period.

 

Interest expense on deposits and borrowed funds increased $60,000, or 2%, compared to the first nine months of 2003. The average cost of

 

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interest bearing deposits and borrowed funds decreased 17 basis points, from 1.23% for the nine months ended September 30, 2003 to 1.06% for the nine months ended September 30, 2004. The average interest bearing deposit balances increased 18% to $420,134,000 for the nine months ended September 30, 2004 compared to $355,257,000 for the same period in 2003. Average short-term borrowings increased $472,000 or 71%, from $663,000 for the first nine months of 2003 to $1,135,000 for the same period in 2004. Total average deposits and short-term borrowings, including non-interest bearing demand deposits, increased 13% to $558,260,000 for the nine months ended September 30, 2004 compared to $490,487,000 for the same period in 2003. Average outstanding deposits increased in every deposit category for the first nine months of 2004 compared to the first nine months of 2003. The largest increase occurred in money market account balances, up 47% or $38,285,000. This increase is primarily due to customers relocating deposits from non-Bank money market funds into Bank money market deposits, at yields similar to those paid by the non-Bank money market funds. The annualized cost of CDs decreased 37 basis points, from 2.80% for the first nine months of 2003 to 2.43% for the same period in 2004. The average cost of money market accounts decreased from 1.04% to 1.01% or 3 basis points, the average cost of savings accounts decreased 15 basis points, from .75% to .60% and the average cost of NOW accounts decreased 2 basis points from .32% for the first nine months of 2003 to .30% for the first nine months of 2004. The average cost of deposits and borrowed funds, including non-interest-bearing demand deposits decreased 9 basis points, from .88% for the first nine months of 2003, to .79% for the first nine months of 2004.

 

The Bank’s asset/liability structure is asset rate sensitive, which should cause a reduction in the net interest margin, when interest rates decrease. The annualized net interest margin decreased 35 basis points for the first nine months of 2004, to 4.42% compared to 4.77% the same period in 2003. This decrease is primarily the result of the decline in the yields on residential real estate loans and investments purchased at lower market rates of interest than those maturing or being called. The net interest margin is computed exclusive of related loan fee income. The recent increases in the Bank’s prime rate are expected to prove beneficial to the net interest margin in future periods.

 

For the three months ended September 30, 2004, net interest income increased by $465,000 or 7% from the same period in 2003. Interest and fees on loans were up by $446,000 or 6%, reflecting the effect of larger growths in average outstanding loans during this period and the increase in the prime rate of .75% during the quarter. This was partially offset by a decline in interest rates on loans. This is due to ongoing competitive pricing pressures and a narrowing of the interest rate spreads in the third quarter of 2004, compared to the same quarter in 2003. Interest and dividends on investments increased by $56,000 or 29%. This increase was due to an increase in the outstanding average balances partially offset by a decline in interest rates paid on investments which replaced the investments that were called.

 

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LOAN LOSS PROVISION

 

As discussed in the Critical Accounting Policies, even though net loan charge-offs and non-performing loans increased from both December 31, 2003 and September 30, 2003, on the basis of the overall credit quality of the loan portfolio, the provision for loan loss was decreased by 16%, from $667,000 for the first nine months of 2003 to $562,000 for the first nine months of 2004. The loan loss reserve amounted to 1.25% of outstanding loans at September 30, 2004. Delinquencies, as a percentage of outstanding loans, were 46 basis points as of September 30, 2004, compared to 37 basis points for the same period in 2003. Non-performing loans increased to $1,296,000 as of September 30, 2004 compared to $279,000 as of December 31, 2003 and $223,000 as of September 30, 2003. In addition to a monthly internal loan review, the Bank has an external loan review performed annually. The most recent completed external loan review was as of November 2003. Based on the results of both the internal and external loan review process and the current level of non-performing loans, management believes the loan loss reserve to be adequate as of September 30, 2004.

 

NON-INTEREST INCOME

 

Total non-interest income of $15,673,000 for the nine months ended September 30, 2004 decreased 28% or $6,100,000 from $21,773,000 reported for the same period in 2003.

 

Fees for trust services increased $554,000 or 8% from $7,072,000 for the first nine months of 2003 to $7,626,000 for the same period in 2004. This is the result of an increase in new business generation and increased market values of assets under management. The market value of trust assets under management increased by 9%, to $1,780,000,000 at September 30, 2004 from $1,630,000,000 as of September 30, 2003. Since a significant portion of fees for trust services are earned based on a percentage of the value of assets under management, a decline in stock market values and the values of assets under management could have an adverse effect on the Bank’s ability to grow its fees for trust services, thereby being potentially detrimental to the Corporation’s results of operations in future periods.

 

Gains on the sale of residential mortgage loans to the secondary mortgage market are vulnerable to changes in residential mortgage interest rates. As residential mortgage interest rates rise, residential loan refinance activity tends to decrease, thereby lowering the related gains on the sale of said loans. As stated in the Corporation’s 2003 Annual Report to shareholders, there was a significant decline in the volume of residential originations and refinancing activity in the fourth quarter of 2003, compared to previous quarters of 2003 and the final quarter of 2002. Corporation management expected this trend of lower refinancing activity to continue into 2004 and it has. Net gains on the sale of loans were $2,567,000 for the first nine months of 2004, a 74% decrease from $9,699,000 reported for the same period in 2003. Residential loan sales

 

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amounted to $124,233,000 for the first nine months of 2004, a 78% decrease from $576,092,000 for the same period of 2003.

 

A combination of deferred loan fees earned as income resulting from the sale of residential mortgage loans to the secondary mortgage market, related gains on the same sales of residential mortgage loans to the secondary market and the effect of recording mortgage servicing rights, amounted to a 207 basis point gain on a per loan basis on loans sold during the first nine months of 2004 compared to 168 basis points for the same period in 2003.

 

In April, 2004, three principal officers of the mortgage banking segment, who were the primary originators of the residential mortgage loans (the “Mortgage Officers”), resigned their positions with the Bank. No other mortgage banking segment personnel left with the Mortgage Officers. Corporation management has promoted a mortgage banking officer having both origination and servicing experience, to run the mortgage banking segment. The mortgage banking segment continues to have a qualified support staff, managing the servicing responsibilities, and has assigned additional originating responsibilities to other mortgage banking staff. As expected by Corporation management, the level of refinancing activity remains under the levels of similar quarters for 2003. The decline in gains on such activity reported for the first nine months of 2004, compared to the first nine months of 2003, is expected to continue in the fourth quarter of 2004, and into 2005, thereby producing a material decrease in income to the Corporation from the sale of residential mortgage loans in future periods. As discussed in the Executive Summary, the arrangements with K/W are expected to increase the volume of residential mortgage loan originations and sales in future periods.

 

During the first quarter of 2004, the Bank sold a portion of its MSR portfolio related to $245,000,000 of sold loans being serviced by the Bank. This sale produced a gain, net of accelerated MSR balances related to the loans, of $1,146,000. There was no such gain reported for the first nine months of 2003 or the second and third quarters of 2004. This sale of a portion of the Bank’s MSR Portfolio will result in a reduction in related fee income in future periods.

 

Income from other service charges, commissions and fees amounted to $1,467,000 for the first nine months of 2004, which is $400,000 or 21% below the $1,867,000 reported for the first nine months of 2003. As of September 30, 2004, the Bank serviced $528,533,000 in loans for others, a 33% decrease from $787,471,000 in loans serviced as of September 30, 2003. The net decrease is due primarily to the sale of MSRs in the first quarter of 2004 and the lower volume of mortgage originations during the first nine months of 2004, thereby reducing loans serviced for others by $258,938,000.

 

Other operating income decreased by $226,000 or 13% for the first nine months of 2004, with other operating income of $1,469,000 for the first nine months of 2004, compared with $1,695,000 for the same period in 2003.

 

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This decrease is primarily due to decreased revenues from fees related to title insurance services provided by BMSS, caused by the decrease in residential mortgage activity discussed previously. For the first nine months of 2004, other operating income of BMSS was $100,000, a $319,000 or 76% decrease from $419,000 reported for the same nine months in 2003.

 

For the three months ended September 30, 2004, total non-interest income decreased by $2,724,000 or 39%. The largest decrease was in gains on the sale of residential mortgage loans, down $2,217,000 or 82%, from $2,711,000 in the third quarter of 2003 to $494,000 for the third quarter of 2004. This decrease is directly related to the decreased residential mortgage loan sale activity discussed previously. Fees for trust services increased by $17,000 or 1% from $2,411,000 to $2,428,000 and other service charges, commissions and fees decreased by 63% or $398,000 from $635,000 to $237,000, reflecting decreased revenues from decreased volumes of loans being serviced for others. Other operating income was down by $90,000 or 12%, reflecting decreased fee income as discussed in the previous paragraph.

 

NON-INTEREST EXPENSES

 

Total non-interest expense decreased $2,958,000 or 11% for the first nine months of 2004 to $23,810,000 from $26,768,000 for the first nine months of 2003.

 

Salaries and wages decreased $950,000 or 8%, from $12,260,000 for the first nine months of 2003 to $11,310,000 for the same period in 2004. Regular salary expense, including regular, part time and overtime salaries and excluding incentive salaries, increased $78,000 or 1%, to $10,236,000 during the first nine months of 2004 from $10,157,000 for the same period in 2003. Other salaries decreased by 49%, or $1,030,000 to $1,074,000 from $2,103,000 for the first nine months of 2003. Declines in incentive salaries, directly related to corporate profitability and the level of residential loan sales are primarily responsible for this decrease.

 

Employee benefits expenses decreased $92,000 or 3% from $3,368,000 for the first nine months of 2003 to $3,276,000 for the same period in 2004. Pension expense decreased in the first nine months of 2004 by $94,000. This is based on the actuarial valuation and the projected changes in the investments rates.

 

Amortization of MSRs decreased $1,930,000 or 75% from the first nine months of 2003 compared to the same period in 2004. As existing residential mortgage loans, which are part of the Bank’s mortgage servicing portfolio, are repaid as a part of refinancing transactions, the balance of the respective MSRs must be written off, as new MSRs related to the new loans are recorded. The decrease in loan sales in the first nine months of 2004, compared to the first nine months of 2003, is directly responsible for the decrease in amortization of MSRs. Future amortization of the MSR portfolio could fluctuate with movements of the market rates of interest on residential mortgage loans.

 

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Other operating expenses decreased $70,000 or 1%, from $5,716,000 for the first nine months of 2003 to $5,646,000 for the first nine months of 2004. Of this decrease, $911,000 are expenses associated with the volume of loan sales, such as appraisal fees, extra help and loan pair off fees, due to the lower volume of residential mortgage loan sales. Offsetting this decrease are the costs of the sale of MSRs during the first quarter of 2004, which amounted to $188,000 and advertising expense which grew by $243,000 due to the timing of expenditures. Consulting fees are higher in the first nine months of 2004 compared to the first nine months of 2003 by $288,000. This is due to the cost associated with the implementation of SOX, consulting fees associated with the sale of MSRs in the first quarter of 2004 and the consulting fees associated with the marketing of the Wealth Management Division. The implementation of SOX is also partially responsible for auditing fees being higher in the first nine months of 2004 compared to the first nine months of 2003. The overall cost associated with implementing SOX for the first nine months of 2004 amounted to $161,000.

 

For the third quarter of 2004, total non interest expenses decreased by $1,011,000 or 12%, from $8,739,000 for the third quarter of 2003 to $7,728,000. Salary and wages decreased by $725,000 from $4,360,000 for the third quarter of 2003 to $3,635,000 for the same period in 2004. Employee benefits decreased $44,000 or 4%, from $1,113,000 to $1,069,000, reflecting a reduction in the number of employees. Amortization of mortgage servicing rights decreased by $345,000 or 69%, from $497,000 in the third quarter of 2003 to $152,000 for the third quarter of 2004. The slow down in refinancing of residential mortgage loans, in the third quarter of 2004 compared to the same quarter in 2003, is responsible for the decrease in MSR amortization. Other operating expenses increased by $69,000 or 4%, from $1,845,000 for the third quarter of 2003 to $1,914,000 for the same quarter in 2004. This increase is mainly due to the SOX related expenses which amounted to $161,000. This is being partially offset by decreases in the expenses associated with the slow down in residential mortgage loan originations and sales from period to period.

 

The Bank anticipates opening its new full service branch in Exton, PA during the first quarter of 2005. The Bank will incur additional operating expenses in connection with this new branch.

 

APPLICABLE INCOME TAXES

 

Income taxes on the income from continuing operations for the first nine months of 2004 were $3,775,000 compared to $4,502,000 for the first nine months of 2003. This represents an effective tax rate for each nine month period ended September 30, 2004 and 2003 of 34.3% and 34.5%, respectively. The decrease in the effective tax rate in 2004, compared to 2003, is due primarily to an increase in tax free interest income for the first nine months of 2004, compared to the first nine months of 2003.

 

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FINANCIAL CONDITION

 

Total assets increased $55,888,000 or 9% from $604,848,000 at December 31, 2003 to $660,736,000 as of September 30, 2004. Total assets grew 15% or $83,745,000 from $576,991,000 as of September 30, 2003.

 

Outstanding earning assets increased $51,888,000 or 9% to $600,187,000 as of September 30, 2004 from $548,299,000 as of December 31, 2003 and $77,469,000 or 15% ahead of $522,718,000 as of September 30, 2003. The Bank’s outstanding loan portfolio increased $48,333,000 or 10% to $551,411,000 at September 30, 2004 from $503,078,000 as of December 31, 2003. Outstanding loans increased by 11%, from $497,227,000 as of September 30, 2003.

 

Outstanding consumer loans of $10,145,000 at September 30, 2004 decreased by 45% from consumer loan balances of $18,580,000 as of December 31, 2003 and 50% from the outstanding balance of $20,443,000 as of September 30, 2003. A management decision to discontinue the purchase of dealer automobile paper is responsible for a continued decrease in the balance of purchased dealer automobile paper. The decrease in the volume of dealer automobile paper, combined with a reduction in fixed rate home equity loans, as borrowers chose to add these balances to their refinanced first mortgage loans, which was partially offset by increases in the consumer small business loans, are the primary reasons for the decrease at September 30, 2004, compared to both periods. However, consumer lines of credit, included in real estate loans increased by $17,210,000 or 22% from December 31, 2003 to September 30, 2004.

 

Outstanding commercial loans at September 30, 2004 were $185,200,000, a 4% increase in commercial loan balances of $178,381,000 at December 31, 2003 and a 1% decrease from $187,215,000 at September 30, 2003. The decline in commercial loans is a result of unanticipated payoffs of some existing loans.

 

Outstanding real estate loans were $349,679,000 at September 30, 2004, a 16% increase from $302,426,000 in outstanding real estate loans at December 31, 2003 and a 24% increase over $281,386,000 in outstanding real estate loans as of September 30, 2003. In an effort to enhance current net interest income, the decision was made in the fourth quarter of 2003, to hold some shorter-term residential mortgage loans in the Bank’s loan portfolio. This is the primary reason for this increase in outstanding real estate loans during the first nine months of 2004.

 

Residential loans held for sale increased 73% from $3,691,000 at December 31, 2003 to $6,387,000 at September 30, 2004, which is a 22% decrease from $8,183,000 as of September 30, 2003. The large decline in both periods, compared to September 30, 2003 is due to a reduction in the volume of loans sold awaiting funding, at September 30, 2004 and December 31, 2003, compared to September 30, 2003.

 

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The Bank’s investment portfolio, in addition to qualifying as collateral for deposit pledging purposes, is a secondary source of liquidity. As such, the investment portfolio consists of shorter term investments providing liquidity, if needed. The Bank’s investment portfolio, having a market value of $33,562,000 at September 30, 2004, increased 7% from a market value of $31,397,000 at December 31, 2003 and increased 34% from $24,987,000 as of September 30, 2003.

 

The Corporation has chosen to include all of its investment securities in the available-for-sale category. Investments in this category are reported at the current market value with net unrealized gains or losses, net of the deferred tax effect, being added to or deducted from the Corporation’s total equity on the balance sheet. As of September 30, 2004, the investment portfolio had a net unrealized loss of $106,000, compared to a net unrealized loss of $14,000 as of December 31, 2003. The net unrealized investment depreciation, net of deferred income taxes, decreased the Corporation’s shareholders’ equity on the balance sheet by $69,000 as of September 30, 2004.

 

Federal funds sold amounted to $14,820,000 as of September 30, 2004, compared to $3,300,000 at December 31, 2003 and no federal funds sold as of September 30, 2003. Management continues to monitor the liquidity requirements of the Bank and believes that it has the ability to increase its liquidity position through growth of new CDs and borrowing from the Federal Home Loan Bank of Pittsburgh (“the FHLB”).

 

Non-performing assets amounted to $1,770,638 with non-performing loans making up $1,296,000 of this total at September 30, 2004. Non-performing loans increased 365% from $279,000 at December 31, 2003 and a 481% increase from the non-performing loans of $223,000 at September 30, 2003. Non-performing loans were less than 1% of total loans for each period presented. Other Real Estate Owned (“OREO”) balance amounted to $475,000 at September 30, 2004. There were no OREO balances, as of December 31, 2003 or September 30, 2003. The $475,000 of OREO resulted from a management decision to purchase the real estate at sheriff sale related to a non-performing second mortgage loan.

 

As of September 30, 2004 and 2003, there were no significant loans classified for regulatory purposes as loss, doubtful, substandard or special mention, with the exception of one residential mortgage loan, that either (i) represent or result from trends or uncertainties which management reasonably expects will impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which management is aware of any information, causing management to have serious doubts as to the borrower’s ability to comply with the loan repayment terms.

 

As a part of its sale of residential mortgage loans to the secondary market, for those loans sold with the loan servicing retained by the Bank, the Bank records MSRs as an asset. During 2002 and through the first three

 

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quarters of 2003, due to the lower interest rate environment, the Bank significantly increased its residential mortgage origination and sale activity, primarily through the refinancing of existing loans, thereby replacing MSR balances and, in some cases, increasing the balances of MSRs being recorded on its books. During the fourth quarter of 2003 and through the third quarter of 2004, the origination and refinancing activity decreased significantly from prior periods. During the first quarter of 2004, the Bank sold MSRs related to $245,000,000 of serviced loans to another servicing institution. This sale further lowered the level of MSRs recorded on the Bank’s books. MSR balances amounted to $3,293,000 at September 30, 2004, a $1,098,000 or 25% decrease from MSR balances of $4,391,000 as of December 31, 2003 and a decrease of $970,000 or 23% from $4,263,000 reported for September 30, 2003.

 

The MSRs are amortized over the expected lives of the respective mortgage loans and are tested for potential impairment on a quarterly basis. The quarterly valuation provided by an independent valuation firm indicated that there was no impairment of the MSR portfolio as of September 30, 2004. In future periods, should any impairment be determined, a valuation allowance on MSR balances would be recorded against current Corporation earnings. The balance of residential mortgage loans serviced for others amounted to $528,533,000, $797,326,000 and $787,470,000 as of September 30, 2004, December 31, 2003 and September 30, 2003, respectively.

 

Management expects that the level of mortgage loan origination and sales will continue in future periods at, or below, that of the first nine months of 2004 and the Bank will be subject to an adverse effect on the results of operations from the decline in loan sale gains associated with the lower volume of residential loan originations and sales, compared to similar periods in 2003.

 

Total deposits increased $54,846,000 or 10% to $581,985,000 as of September 30, 2004 from $527,139,000 as of December 31, 2003 and $88,720,000 or 18% from $493,265,000 at September 30, 2003. A more meaningful measurement of deposit change is the change in average outstanding deposit balances. Total average outstanding deposit balances of $557,125,000 for the nine month period ended September 30, 2004 increased 14% from the average outstanding deposits of $489,824,000 for the same period in 2003. Average deposits grew in all deposit categories. Average savings balances increased 5% or $2,344,000 to $51,728,000 for the first nine months of 2004, compared to $49,384,000 for the same period in 2003. Money market account balances increased 47% or $38,285,000 from $82,331,000 in average daily outstanding balances for the nine months ended September 30, 2003 to $120,616,000 for the same period in 2004. This significant increase is primarily due to a program developed by the Bank during 2003 to retain deposits that were being swept into off-balance sheet investments. Average outstanding NOW account balances increased 16% or $20,850,000, from $126,761,000 for the first nine months of 2003 to $147,611,000 for the same period in 2004. Non-interest bearing demand deposit average outstanding balances grew 2% or $2,424,000 from

 

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$134,567,000 for the nine months ended September 30, 2003 to $136,991,000 for the same period in 2004. Average outstanding CD balances increased 4% or $3,398,000 from $96,781,000 in average outstanding balances for the first nine months of 2003 to $100,179,000 for the same period in 2004.

 

There were no outstanding short-term borrowings as of September 30, 2004, or December 31, 2003. As of September 30, 2003 short term borrowings amounted to $8,000,000.

 

OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK

 

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit.

 

Commitments to extend credit are agreements to lend to a customer as long as the terms and conditions of the loan agreement have been met and there is no violation of any condition established in the loan agreement. Total commitments to extend credit at September 30, 2004 were $239,474,000.

 

Standby letters of credit are conditional commitments issued by the Bank to a customer for the benefit of a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The Corporation’s obligation under standby letters of credit at September 30, 2004 amounted to $8,663,000.

 

Estimated fair values of the Corporation’s off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments.

 

Concentration of credit risk is measured by periodically reviewing with the Bank’s Board of Directors outstanding loan balances, by industry and discussing potential risks inherent in the respective industries, based on the then current economic environment. Quarterly, the Bank’s Board of Directors reviews the level of loan delinquencies of the Bank, by loan type compared to a peer group analysis.

 

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The following table details the contractual cash obligations of the Corporation as of September 30, 2004:

 

(In thousands)

 

     Total

   Within 1
year


   2 - 3
years


   4 - 5
years


   After 5
years


Deposits without a stated maturity

   $ 472,848    $ 472,848                     

Certificates of Deposit CD’s

     109,137      84,073      24,453      503      108

Operating leases

     11,558      784      1,194      1,124      8,456

Purchase obligations

     2,228      972      822      405      29
    

  

  

  

  

Total

   $ 595,771    $ 558,677    $ 26,469    $ 2,032    $ 8,593

 

REGULATORY COMPLIANCE AND INTERNAL CONTROL

 

Management is aware of the enhanced regulatory compliance and the associated required documenting of internal controls necessary under the additional corporate governance requirements of SOX, which became effective for 2004. In order to implement the requirements of SOX in a timely manner, the Corporation has retained a consulting firm to provide project management expertise for SOX implementation and compliance. The Corporation anticipates meeting the deadlines set by SOX for compliance. Through the nine months ended September 30, 2004, the expenses associated with the implementation of SOX, for both the independent consulting firm, as well as costs associated with KPMG’s testing of the Corporation’s compliance with SOX, was $161,000. Management anticipates spending approximately $350,000 in costs in 2004 to implement SOX. It is likely that the increased reporting and documentation requirements associated with SOX will result in increased operating expense in future periods.

 

LIQUIDITY, INTEREST RATE SENSITIVITY

 

The Bank’s liquidity is maintained by managing its core deposits, purchasing federal funds, selling loans in the secondary market, and borrowing from the FHLB. The Bank’s liquid assets include cash and cash equivalents as well as certain unpledged investment securities. Bank management includes a liquidity measure, incorporating its ability to borrow from the FHLB to meet liquidity needs and goals. Periodically, the Asset/Liability Committee of the Bank reviews the Bank’s liquidity needs and reports its findings to the Risk Management Committee of the Bank’s

 

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Board of Directors. An independent valuation firm using the Navaid Sensitivity and Liquidity Model prepares this data.

 

INTEREST RATE SENSITIVITY ANALYSIS

 

as of September 30, 2004

 

(dollars in thousands)

 

     0 to 30 Days

    30 to 90
Days


    91 to 180
Days


    181 to 365
Days


   

Over

1 Year


    Non-Rate
Sensitive


    Total

Assets:

                                                      

Interest-bearing deposits with other banks

   $ 393     $ —       $ —       $ —       $ —       $ —       $ 393

Federal funds sold

     14,820       —         —         —         —         —         14,820

Investment securities

     4,515       7,470       3,043       3,589       14,889       56       33,562

Loans

     284,507       11,143       10,759       18,406       226,024       (6,860 )     543,979

Cash and due from banks

     —         —         —         —         —         38,400       38,400

Other assets

     —         —         —         —         —         29,582       29,582
    


 


 


 


 


 


 

Total assets

   $ 304,235     $ 18,613     $ 13,802     $ 21,995     $ 240,913     $ 61,178     $ 660,736
    


 


 


 


 


 


 

Liabilities and shareholders’ equity:

                                                      

Demand, noninterest-bearing

   $ 7,087     $ 14,174     $ 4,694     $ 9,388     $ 75,104     $ 34,212     $ 144,659

Savings deposits

     18,344       36,692       15,640       31,281       226,232       —         328,189

Time deposits

     16,914       10,002       32,055       25,103       25,063       —         109,137

Other liabilities

     —         —         —         —         —         8,679       8,679

Shareholders’ equity

     601       1,203       1,804       3,608       43,296       19,560       70,072
    


 


 


 


 


 


 

Total liabilities and shareholders’ equity

   $ 42,946     $ 62,071     $ 54,193     $ 69,380     $ 369,695     $ 62,451     $ 660,736
    


 


 


 


 


 


 

Gap

     $261,289       ($43,458 )     ($40,391 )     ($47,385 )     ($128,782 )     ($1,273 )     —  

Cumulative gap

   $ 261,289     $ 217,831     $ 177,440     $ 130,055     $ 1,273       —         —  

Cumulative earning assets as a ratio of interest bearing liabilities

     863 %     394 %     260 %     193 %     137 %     —         —  

 

Interest rate sensitivity is a function of the repricing of the Corporation’s assets and liabilities, over specified periods of time. These repricing characteristics include the volume of assets and liabilities being repriced, the timing of the repricing opportunities and the relative level of repricing. Changes in the level of interest rates do not necessarily affect all categories of assets and liabilities equally or simultaneously. Therefore, adjustable rate loans are included in the 0 – 30 day period, reflecting the susceptibility to immediate changes to interest rate movements, while fixed rate loans are included in the period

 

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in which they will actually be paid off, allowing the reinvesting of those funds at the then current rate of interest. Historically, deposit rates do not change in tandem with rates associated with earning assets. Therefore, interest bearing deposits are scheduled for repricing based on prior trends in interest rate changes related to interest bearing deposits.

 

In the short term, 30 days or less, the Bank is asset rate sensitive after adjusting the interest rate sensitivity of savings deposits based on management’s experience and assumptions regarding the impact of product pricing, interest rate spread relationships and customer behavior. Asset rate sensitivity will result in a greater portion of assets compared to deposits repricing with changes in interest rates within specified time periods. The opposite effect results from being liability rate sensitive. Asset rate sensitivity in the short term, in an increasing rate environment, should produce an increase in net interest income. The Bank uses simulation models to help measure its interest rate risk and to help manage its interest rate sensitivity. The simulation models consider not only the impact of changes in interest rates on forecasted net interest income, but also such factors as yield curve relationships, possible loan prepayments, and deposit withdrawals. As of September 30, 2004, based on the results from the simulation models, the amount of the Bank’s interest rate risk was within the acceptable range as established by the Bank’s asset/liability policy.

 

Management has estimated the potential effect of shifts in interest rates on net income. The following table demonstrates the expected effect that a parallel interest rate shift would have on the Corporation’s net income.

 

(dollars in thousands)

 

Change in
Interest rates


  

September 30, 2004

Change in Net Income


   

September 30, 2003

Change in Net Income


     $

    %

    $

   %

+200 basis points

   2,560     22.46     1,359    11.26

+100 basis points

   1,290     11.32     688    5.70

-100 basis points

   (1,133 )   (9.93 )   630    5.22

-200 basis points

   n/a     n/a     n/a    n/a

 

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CAPITAL RESOURCES

 

Total consolidated shareholders equity of the Corporation was $70,072,000, or 10.6% of total assets, as of September 30, 2004, compared to total shareholders equity of $67,382,000, or 11.1% of total assets, as of December 31, 2003. As of September 30, 2003, shareholders’ equity was $65,267,000, or 11.3% of total assets. The following table presents the Corporation’s and Bank’s capital ratios and minimum capital requirements to be considered “Well Capitalized” by bank regulators as of September 30, 2004 and December 31, 2003:

 

     Ratio

    Minimum
Ratio to be
Well Capitalized


 

September 30, 2004:

            

Total (Tier II) Capital to Risk Weighted Assets

            

Consolidated

   12.49 %   8 %

Bank

   11.22 %   8 %

Tier I Capital to Risk Weighted Assets

            

Consolidated

   11.38 %   4 %

Bank

   10.10 %   4 %

Leverage Ratio (Capital to Total Assets)

            

Consolidated

   10.61 %   4 %

Bank

   9.41 %   4 %

December 31, 2003:

            

Total (Tier II) Capital to Risk Weighted Assets

            

Consolidated

   13.01 %   8 %

Bank

   11.30 %   8 %

Tier I Capital to Risk Weighted Assets

            

Consolidated

   11.84 %   4 %

Bank

   10.12 %   4 %

Leverage Ratio (Capital to Total Assets)

            

Consolidated

   11.14 %   4 %

Bank

   9.51 %   4 %

 

Both the Corporation and the Bank exceed the required capital levels to be considered “Well Capitalized” by their respective regulators at the end of each period presented. Effective October 1, 2003, the Corporation declared a two-for-one stock split. The per share dividend reflects this stock split. During the first nine months of 2004, the Corporation declared its regular dividend of $0.30 per share, equal with $0.30 per share declared during the first nine months of 2003.

 

During the first nine months of 2004, the Corporation repurchased 114,600 shares of its common stock for $2,574,155 or an average purchase price of $22.46 per share.

 

Neither the Corporation nor the Bank are under any agreement with regulatory authorities, nor is management aware of any current recommendations by the regulatory authorities, which, if such recommendations were implemented, would have a material effect on liquidity, capital resources or operations of the Corporation.

 

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Item 3.

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

MARKET RISKS

 

There has been no material change in the Corporation’s assessment of its sensitivity to market risks since its presentation in the 2003 Annual Report and Form 10-K filed with the Securities and Exchange Commission (“SEC”).

 

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Item 4.

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

CONTROLS AND PROCEDURES

 

As of the end of the period covered by the report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer, Frederick C. Peters II, and Chief Financial Officer, Joseph W. Rebl, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporation’s periodic SEC filings.

 

As of the date of this report, there have not been any significant changes to the Corporation’s internal controls or in any other factors that could significantly affect those controls subsequent to the date of the evaluation.

 

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Form 10-Q


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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

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Item 2. Changes in Securities and Use of Proceeds and Issuer Purchase of Equity Securities

 

During the third quarter of 2004, the Corporation maintained, and continues to maintain, one stock repurchase program. The following table presents the repurchasing activity of this program during the third quarter of 2004:

 

Period


   Total
Number of
shares
Purchased


  

Average

Price Paid
per Share


   Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs


   Maximum
Number of
Shares
that May
Yet Be
Purchased
Under the
Plan or
Programs


Month # 7 July 1, 2004 – July 31, 2004

   —      $ 0    —      140,494

Month # 8 August 1, 2004 – August 31, 2004

   6,000    $ 21.94    6,000    134,494

Month # 9 September 1, 2004 – September 30, 2004

   —      $ 0    —      134,494

Total

   6,000    $ 21.94    6,000    134,494

 

Notes to this table:

 

  (a) On October 17, 2002 the Board of Directors of the Corporation authorized a stock repurchase program, effective in January 2003. This stock repurchase program is the only stock repurchase program presently in effect (the “Program”). This Program was publicly announced in a press release, also issued on October 17, 2002.

 

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  (b) The Corporation was authorized to repurchase an amount of Corporation stock, not to exceed the lesser of $7,500,000 or 4% of the then outstanding shares of common stock, which, after the effect of the two-for-one stock split, effective October 1, 2003, amounted to 348,094 shares. During 2003, under the Program, the Corporation repurchased 99,000 shares of Corporation stock, having an average cost of $18.43 per share.

 

  (c) There is no expiration date on the Program.

 

  (d) No stock repurchase programs expired during the first nine months of 2004.

 

  (e) The Corporation presently has no plans for an early termination of the Program.

 

  (f) All shares were purchased through the Program and were accomplished in open-market transactions.

 

Item 3. Defaults Upon Senior Securities

 

   None

 

Item 4. Submission of Matters to A Vote of Security Holders

 

   None

 

Item 5. Other Information

 

   None

 

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Item 6. Exhibits and Reports on Form 8-K

 

  a) Exhibits

 

Exhibit 31.1   Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a).
Exhibit 31.2   Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a).
Exhibit 32.1   Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2   Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  b) Reports on Form 8-K

 

The following reports on Form 8-K were filed by the Corporation during the quarter ended September 30, 2004:

 

On July 23, 2004 the Corporation filed a Form 8-K reporting its earnings for the Six months ended June 30, 2004.

 

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Signatures

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

Bryn Mawr Bank Corporation

Date: November 8, 2004       By:  

/s/ Frederick C. Peters II

               

Frederick C. Peters II

               

President & Chief Executive Officer

Date: November 8, 2004       By:  

/s/ Joseph W. Rebl

               

Joseph W. Rebl

               

EVP, Treasurer & CFO

 

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Index to Exhibits

 

a) Exhibits

 

Exhibit 31.1      Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a).
Exhibit 31.2      Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a).
Exhibit 32.1      Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2      Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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