BRYN MAWR BANK CORP - FORM 8-K - EX-99.1

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8-K - FORM 8-K - BRYN MAWR BANK CORP	d818318d8k.htm

The Bryn Mawr Trust Company

Third

Quarter 2014

Update

September 30, 2014

(October 24, 2014)

Bryn Mawr Bank

Corporation

NASDAQ: BMTC

Exhibit 99.1

Safe Harbor

This presentation contains statements which, to the extent that they are not

recitations of historical fact may constitute forward-looking statements for purposes of

the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as

amended.

Please see the section titled Safe Harbor beginning on slide 28 for more information

regarding these types of statements.

The

information

contained

this

presentation

correct

only

October

24,

2014.

Our business, financial condition, results of operations and prospects may have

changed since that date, and we do not undertake to update such information.

Bryn Mawr Bank Corporation

Profile

Founded in 1889 –

125 year history

A unique business model with a traditional commercial bank ($2.1

billion)

and a trust company ($7.6 billion) under one roof as of September 30,

2014

Wholly-owned subsidiary –

The Bryn Mawr Trust Company

Largest community bank in Philadelphia’s affluent western suburbs

Three wealth acquisitions and two bank acquisitions completed since 2008

Pending acquisition of Continental Bank Holdings, Inc. with approximately

$700 million in assets is expected to close January 1, 2015

Southeast PA / DE Branch Footprint

BMTC

Continental

*See Slide 35

•

Pro Forma Branch Map *

•

19 Full-Service Branch Locations

•

7 Limited-Hour Retirement

Community Branch Locations

•

10 Full-Service Branch

Locations*

•

Closing expected on January 1,

2015

Investment Considerations

Quarterly dividend of $0.19 per share (Increased 5.6% from $0.18

per

share on July 24, 2014)

Profitability Ratios:

Profitability Ratios, Excluding Tax-Effected Due Diligence and Merger-

Related Expenses (non-GAAP measures)*:

Full Year 2013

Qtr 2014

Return on average assets (“ROAA”)

1.23%

1.45%

1.21%

Return on average equity (“ROAE”)

11.53%

12.80%

10.58%

Return on average tangible equity

(“ROATE”)

15.43%

16.31%

13.35%

Full Year 2013

Qtr 2014

ROAA, excluding tax-effected due diligence and

merger-related expenses (a non-GAAP measure)*

1.29%

1.50%

1.31%

ROAE, excluding tax-effected due diligence and

merger-related expenses (a non-GAAP measure)*

12.11%

13.21%

11.40%

ROATE, excluding tax-effected due diligence and

merger-related expenses (a non-GAAP measure)*

16.20%

16.84%

14.39%

* See Non-GAAP Measures disclosure beginning on slide 32

Net Income and Diluted Earnings Per Share (EPS)

(for the quarter ended)

($ in thousands)

Quarter

2014

BMTC

Stock

Performance

Closing price on June 30, 2014:

$29.12

Closing price on September 30, 2014:

$28.33

Dividends declared per share –

9 months 2014:

$0.55

Security or Index

Year to Date

2014 Total Return

3 Year

Total Return**

Trailing 12-Month

Dividend Yield

BMTC*

-4.30%

86.16%

2.58%

NASDAQ Bank Index*

-3.21%

90.94%

2.09%

KBW Regional

Bank Index*

-6.65%

98.21%

2.28%

*Source: Bloomberg

** 3 Year Total Return -09/30/2011 to 09/30/2014

Consistent BMTC Annual Dividend

Year

Diluted

Earnings

Per Share

Annual

Dividend

Yield Year-

End

Dividend

Payout Ratio

2010

$0.85

$0.56

3.21%

65.9%

2011

$1.54

$0.60

3.08%

39.0%

2012

$1.60

$0.64

2.87%

40.0%

2013

$1.80

$0.69

2.29%

38.3%

YTD

9/30/2014

$1.50

$0.55

36.7%

Growth

Initiatives

*******************************

2014 Strategic Initiatives

3-8-3 Strategic Plan

$3 billion in Banking assets -

$8 billion in Wealth assets –

3 years

(period ending December 2014)

Organic growth –

opportunistic expansion

Inorganic growth criterion -

Acquisitions to be strategic and accretive

to earnings in first 12 months (excluding merger costs)

Focus on earnings-per-share growth

Continued emphasis on strong credit quality

Financial

Review

*******************************

Financial Highlights

9/30/13

12/31/13

3/31/14

6/30/14

9/30/14

Total assets

($ in billions)

$2.06

$2.13

$2.12

Portfolio loans & leases

($ in billions)

$1.50

$1.55

$1.57

$1.62

$1.65

Total deposits

($ in billions)

$1.55

$1.59

$1.58

$1.62

$1.61

Market capitalization

($ in millions)

$366

$412

$392

$400

$389

Tangible book value per

share, end of quarter

$12.17

$13.02

$13.47

$14.03

$14.37

Efficiency Ratio

(GAAP and Non-GAAP)

* See Non-GAAP Measures Disclosure beginning on slide 32

Quarterly Net Interest Margin

(On a tax-equivalent basis)

4.05%

4.03%

4.02%

4.03%

3.87%

3.84%

3.83%

3.85%

3.83%

3.76%

3.50%

3.60%

3.70%

3.80%

3.90%

4.00%

4.10%

Sep-13

Dec-13

Mar-14

Jun-14

Sep-14

Net Interest Margin

Net Interest Margin Excluding the Effect of Fair Value Mark Accretion

Quarterly Non-Interest Income

(As a % of Total Revenue)

Capital Position -

Bryn Mawr Bank Corporation

12/31/2013

3/31/2014

6/30/2014

9/30/2014

Tier I

11.57%

11.71%

11.85%

12.05%

Total (Tier II)

12.55%

12.69%

12.79%

12.99%

Tier I Leverage

9.29%

9.50%

9.67%

9.77%

Tangible Common

Equity

8.92%

9.23%

9.32%

9.58%

12/31/2013

3/31/2014

6/30/2014

9/30/2014

Tier I

11.40%

11.65%

11.68%

11.60%

Total (Tier II)

12.38%

12.63%

12.62%

12.54%

Tier I Leverage

9.14%

9.43%

9.51%

9.39%

Tangible Common

Equity

8.78%

9.18%

9.21%

Capital Position -

Bryn Mawr Trust Company

Wealth

Division

Review

*******************************

Wealth Assets Under Management, Administration,

Supervision and Brokerage

(Year-end $ in billions)

Wealth Management Fees

($ in millions)

Wealth

Division

Highlights

(as

September

30,

2014)

Wealth Management

(Bryn Mawr, Hershey and Devon, PA)

$4.88 billion in assets

Integrated solutions to protect and preserve wealth

Financial Planning

Estate Planning

Retirement Planning

Investment Management

Custody Services

Philanthropic Services

Fiduciary Trust Services

Multi-family Office

Tax Services

Long-standing client relationships

Integration of operations of all three trust entities is ongoing

Wealth Division Highlights -

continued

Bryn Mawr Asset Management (Bryn Mawr, PA)

$380 million in assets

Brokerage services, asset allocation, open platform with objective advice

“Lift Out”

strategy with other opportunities being continuously evaluated

BMTC of Delaware (Greenville, DE)

$1.71 billion in assets

Provides corporate fiduciary and administrative trustee services

under Delaware

law and the full spectrum of tax advantaged strategies

Lau Associates (Greenville, DE)

$620 million in assets

Fee-only, independent multi-family office providing highly personalized service

and sophisticated financial planning

Powers Craft Parker & Beard, Inc.

Insurance brokerage, acquired October 1, 2014

Credit

Review

*******************************

Portfolio Loan & Lease Growth

(Period-end $ in millions)

* From 2010 forward, includes the addition of the First Keystone

loan portfolio.

** From 2012 forward, includes the addition of the loans acquired from First Bank of Delaware.

Loan Composition at September 30, 2014

($ in millions)

Total loans and leases of $1.65 billion

Quarterly Asset Quality Data

As of or for the quarter ended

9/30/13

12/31/13

3/31/14

6/30/14

9/30/14

Non-performing loans and leases as

a % of portfolio loans and leases

0.71%

0.68%

0.65%

0.52%

0.51%

Allowance as a % of portfolio loans

and leases

1.00%

1.01%

0.96%

0.95%

Non-performing assets as a % of

total assets

0.58%

0.55%

0.43%

Annualized net loan and lease

charge-offs as a % of average

quarterly loans and leases

0.10%

0.09%

0.13%

0.05%

0.10%

Loan and Lease Updates

The addition of Continental Bank’s strong lending team and its loan

portfolio is expected to augment loan growth in 2015

Continuing successful strategy of hiring seasoned professionals with

strong customer ties that wish to affiliate with a reputable bank.

The lending group continues to take advantage of market opportunities

which should continue to deliver solid quality loan growth

Summary

We believe we are an outstanding franchise in a stable market

Focus on Wealth Services, including Insurance, and Business Banking

Diversified income base –

non interest income 37.6% of total revenue for

the three months ended September 30, 2014

Outstanding loan quality

Sound business strategy, strong asset quality, well capitalized at

September 30, 2014 and solid risk management procedures

Focus on earnings per share growth

Continue to make IT infrastructure investments that should provide

longer-term benefits

Ted Peters

Chairman & CEO

610-581-4800

tpeters@bmtc.com

Frank Leto

President & COO

610-581-4730

fleto@bmtc.com

Joseph Keefer

Chief Lending Officer

610-581-4869

jkeefer@bmtc.com

Duncan Smith

Chief Financial Officer

610-526 –2466

jdsmith@bmtc.com

Chad Fortenbaugh –

Shareholder Relations –

610-581-4823 –

cfortenbaugh@bmtc.com

Gary Madeira

EVP -

Wealth

610-581-4791

gmadeira@bmtc.com

This presentation contains statements which, to the extent that they are not recitations of

historical fact may constitute forward-looking statements for purposes of the Securities Act of

1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking

statements may include financial and other projections as well as statements regarding Bryn

Mawr Bank Corporation (the “Corporation”) that may include future plans, objectives,

performance, revenues, growth, profits, operating expenses or the Corporation’s underlying

assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect,”

“anticipate,”

“intend”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”,

“contemplate”,

“continue”,

“strategic”,

“objective”,

“plan”,

“forecast”,

“project”

and

“believe”

other

similar words, phrases or concepts may identify forward-looking statements. Persons reading or

present at this presentation are cautioned that such statements are only predictions, and that the

Corporation’s actual future results or performance may be materially different.

Such forward-looking statements involve known and unknown risks and uncertainties. A number

of factors, many of which are beyond the Corporation’s control, could cause our actual results,

events or developments, or industry results, to be materially different from any future results,

events

developments

expressed,

implied

anticipated

such

forward-looking

statements,

and so our business and financial condition and results of operations could be materially and

adversely affected.

Safe Harbor

Safe Harbor (continued)

Such factors include, among others, our need for capital, our ability to control operating costs and

expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities

and overall quality of the composition of our loan, lease and securities portfolio; the impact of

economic conditions, consumer and business spending habits, and real estate market conditions

our

business

and

our

market

area;

changes

the

levels

general

interest

rates,

deposit

interest rates, or net interest margin and funding sources; changes in banking regulations and

policies and the possibility that any banking agency approvals we might require for certain

activities will not be obtained in a timely manner or at all or will be conditioned in a manner that

would impair our ability to implement our business plans; changes in accounting policies and

practices; the inability of key third-party providers to perform their obligations to us; our ability to

attract and retain key personnel; competition in our marketplace; war or terrorist activities; material

differences in the actual financial results, cost savings and revenue enhancements associated

with our acquisitions; and other factors as described in our securities filings. All forward-looking

statements and information made herein are based on Management’s current beliefs and

assumptions

October

24,

2014

and

speak

only

that

date.

The

Corporation

does

not

undertake to update forward-looking statements.

Safe Harbor (continued)

For a complete discussion of the assumptions, risks and uncertainties related to our business, you

are encouraged to review our filings with the Securities and Exchange Commission, including our

most recent annual report on Form 10-K, as well as any changes in risk factors that we may

identify in our quarterly or other reports subsequently filed with the SEC.

This

presentation

for

discussion

purposes

only,

and

shall

not

constitute

any

offer

sell

the

solicitation

offer

buy

any

security,

nor

intended

give

rise

any

legal

relationship

between

the

Corporation

and

you

any

other

person,

nor

recommendation

buy

any

securities or enter into any transaction with the Corporation.

The information contained herein is preliminary and material changes to such information may be

made at any time. If any offer of securities is made, it shall be made pursuant to a definitive

offering memorandum or prospectus (“Offering Memorandum”) prepared by or on behalf of the

Corporation, which would contain material information not contained herein and which shall

supersede, amend and supplement this information in its entirety. Any decision to invest in the

Corporation’s securities should be made after reviewing an Offering Memorandum, conducting

such investigations as the investor deems necessary or appropriate, and consulting the investor’s

own legal, accounting, tax, and other advisors in order to make an independent determination of

the suitability and consequences of an investment in such securities.

Safe Harbor (continued)

No offer to purchase securities of the Corporation will be made or accepted prior to receipt by an

investor of an Offering Memorandum and relevant subscription documentation, all of which must

be reviewed together with the Corporation’s then-current financial statements and, with respect to

the subscription documentation, completed and returned to the Corporation in its entirety. Unless

purchasing in an offering of securities registered pursuant to the Securities Act of 1933, as

amended,

all

investors

must

“accredited

investors”

defined

the

securities

laws

the

United States before they can invest in the Corporation.

*Non GAAP Measures

Our management uses non-GAAP financial measures in their analysis of

our performance and believes that they provide useful supplemental

information that is essential to an investor’s understanding of Bryn Mawr

Bank Corporation’s operating results. These non-GAAP financial measures

should not be viewed as a substitute for financial measures determined in

accordance with GAAP, nor are they necessarily comparable to non-GAAP

performance measures that may be presented by other companies.

A reconciliation from GAAP measures to non-GAAP measures related to

the exclusion of due diligence and merger-related expenses or tax-effected

due diligence and merger-related expenses is provided on the following two

slides:

*Reconciliation of GAAP Measures to Non-GAAP Measures

$ in thousands

Full Year

2013

2 Qtr 2014

Qtr 2014

Net income (a GAAP measure)

$24,444

$7,604

$6,506

Add: Tax-effected due diligence and

merger-related expenses (35% tax

rate)

$1,225

$245

$504

Net income, excluding tax-effected

due diligence and merger-related

expenses (a non-GAAP measure)

$25,669

$7,849

$7,010

•Return on average assets, excluding tax-effected due diligence and merger-related expenses (a non-GAAP

measure) is calculated by dividing net income, excluding tax-effected due diligence and merger-related expenses

(a non-GAAP measure) by average assets ($ in thousands) of $1,994,500 for the full year 2013, $2,096,491 for

the 2 quarter 2014, and $2,127,809 for the 3 quarter 2014.

•Return on average equity, excluding tax-effected due diligence and merger-related expenses (a non-GAAP

measure) is calculated by dividing net income, excluding tax-effected due diligence and merger-related expenses

non-GAAP

measure)

average

equity

thousands)

$212,050

for

the

full

year

2013,

$238,274

for

the

quarter 2014, and $243,964 for the 3 quarter 2014.

•Return on tangible common equity, excluding tax-effected due diligence and merger-related expenses (a non-

GAAP measure) is calculated by dividing net income, excluding tax-effected due diligence and merger-related

expenses

non-GAAP

measure)

average

tangible

common

equity

thousands)

$158,457

for

the

full

year 2013, $186,972 for the 2 quarter 2014, and $193,300 for the 3 quarter 2014.

*Reconciliation of GAAP Measures to Non-GAAP Measures (cont’d)

$ in thousands

3 Qtr

2013

4 Qtr

2013

1 Qtr

2014

Qtr

2014

Qtr

2014

Non-interest expense

(a GAAP measure)

$19,323

$20,658

$18,899

$20,626

$19,961

Less: Due diligence and

merger-related expenses

$328

$155

$264

$377

$775

Non-interest expense,

excluding due diligence and

merger-related expenses (a

non-GAAP measure)

$18,995

$20,503

$18,635

$20,249

$19,186

•The efficiency ratio, excluding due diligence and merger-related expenses (a non-GAAP measure), is calculated

by dividing non-interest expense, excluding due diligence and merger-related expenses (a non-GAAP measure)

by the sum of net interest income and non-interest income.

IMPORTANT INFORMATION REGARDING THE CONTINENTAL MERGER

The Corporation has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4

concerning the Merger (SEC File No. 333-196916). The Registration Statement, which includes a prospectus for the offer and

sale of the Corporation’s common stock to CBH’s shareholders as well as a proxy statement for each of the Corporation and

CBH for the solicitation of proxies with respect to approval of the Merger, was declared effective by the SEC on July 31, 2014

and the definitive combine prospectus and proxy statement was subsequently sent to shareholders of the Corporation and

CBH. The Merger was approved by shareholders of the Corporation at a special meeting of the Corporation’s shareholders

held on September 23, 2014 and by shareholders of CBH at a special meeting of CBH’s shareholders on September 16, 2014.

The combined prospectus and proxy statement and other documents filed by the Corporation with the SEC contain important

information about the Corporation, CBH and the Merger. We urge investors and each of the Corporation’s and CBH’s

shareholders to read carefully the combined prospectus and proxy statement and other documents filed with the SEC,

including any amendments or supplements also filed with the SEC. Investors and shareholders may obtain a free copy of the

combined prospectus and proxy statement – along with other filings containing information about the Corporation – at the

SEC’s website at http://www.sec.gov. Copies of the combined prospectus and proxy statement, and the filings with the SEC

incorporated by reference in the combined prospectus and proxy statement, can also be obtained free of charge by directing a

request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010, attention: Geoffrey L. Halberstadt,

Secretary, telephone (610) 581-4873.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any

sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the

securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus

satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

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