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

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8-K - FORM 8-K - BRYN MAWR BANK CORP	bmtc20171208_8k.htm

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated balance sheets combines the historical consolidated financial position of BMBC and its subsidiaries and of RBPI and its subsidiaries and as adjusted to reflect the acquisition by BMBC of RBPI using the acquisition method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes. Under the acquisition method of accounting, the assets and liabilities of RBPI will be recorded by BMBC at their respective fair values as of the date the Merger is completed. The unaudited pro forma consolidated combined balance sheet gives effect to the Merger, as if the transaction had occurred on September 30, 2017.

The Merger was announced on January 31, 2017, and the Merger agreement provides that each outstanding share of RBPI Class A Stock and RBPI Class B Stock, other than shares of RBPI common stock that BMBC, its subsidiaries and RBPI’s subsidiaries hold and shares that RBPI holds as treasury shares, will become, by operation of law, the right to receive 0.1025 and 0.1179 shares of BMBC common stock, respectively. The unaudited pro forma consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of BMBC and RBPI, as filed with the SEC.

The unaudited pro forma consolidated balance sheets included herein are presented for informational purposes only and do not necessarily reflect the financial condition of the combined company had the companies actually been combined as of the date presented. The adjustments included in these unaudited pro forma consolidated balance sheets are preliminary and may be revised. The unaudited pro forma consolidated balance sheets and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical consolidated financial statements and related notes thereto of BMBC and RBPI, as filed with the SEC.

	CONSOLIDATED												BANK ONLY
(dollars in thousands)	BMBC			RBPI			Merger Adjustment			Combined			BMT			RBA			Merger Adjustments			Combined
Assets:
Interest-bearing deposits with banks ⁽¹⁾	$	36,870		$	13,333		$	(12,330	)	$	37,873		$	36,870		$	13,333		$	(12,330	)	$	37,873
Investment securities - available for sale		471,721			159,794			—			631,515			471,721			158,787			—			630,508
Investment securities - held to maturity		6,255			—			—			6,255			6,255			—			—			6,255
Investment securities - trading		4,423			—			—			4,423			3,989			—			—			3,989
Loans held for sale		6,327			—			—			6,327			6,327			—			—			6,327
Portfolio Loans:
Consumer		31,306			2,909			—			34,215			31,306			2,909			—			34,215
Commercial and Industrial		597,595			110,861			—			708,456			597,595			110,861			—			708,456
Commercial Mortgages		1,224,571			290,203			—			1,514,774			1,224,571			290,203			—			1,514,774
Construction		133,505			78,389			—			211,894			133,505			78,389			—			211,894
Tax Certificates		—			1,290			—			1,290			—			1,290			—			1,290
Residential Mortgages		422,524			55,643			—			478,167			422,524			55,643			—			478,167
Home equity loans & liens		206,974			—			—			206,974			206,974			—			—			206,974
Leases		60,870			55,270			—			116,140			60,870			55,270			—			116,140
Total portfolio loans & leases ⁽²⁾	$	2,677,345		$	594,565		$	(21,190	)	$	3,250,720		$	2,677,345		$	594,565		$	(21,190	)	$	3,250,720

Earning assets		3,202,941			767,692			(33,520	)		3,937,113			3,202,507			766,685			(33,520	)		3,935,672

Cash and due from banks ⁽³⁾	$	8,682		$	11,775		$	(15,000	)	$	5,457		$	8,682		$	7,997		$	(15,000	)	$	1,679
Allowance for loan and lease losses ⁽⁴⁾		(17,004	)		(10,123	)		10,123			(17,004	)		(17,004	)		(10,123	)		10,123			(17,004	)
Premises and equipment		44,544			4,748			—			49,292			42,158			4,748			—			46,906
Accrued interest receivable		9,287			2,975			—			12,262			9,287			2,975			—			12,262
Mortgage servicing rights		5,732			—			—			5,732			5,732			—			—			5,732
Goodwill ⁽⁵⁾		107,127			—			67,647			174,774			97,036			—			67,647			164,683
Other intangible assets ⁽⁶⁾		21,407			—			3,863			25,270			24,672			—			3,863			28,535
BOLI		39,881			16,459			—			56,340			39,881			16,459			—			56,340
FHLB stock		16,248			—			—			16,248			16,248			—			—			16,248
Deferred income taxes ⁽⁷⁾		9,646			7,426			12,859			29,931			9,528			7,426			15,484			32,438
Other investments		8,941			—			—			8,941			8,555			—			—			8,555
Other assets ⁽⁸⁾		19,389			8,882			(1,000	)		27,271			12,715			9,001			(1,000	)		20,716
Total assets	$	3,476,821		$	809,834		$	44,972		$	4,331,627		$	3,459,997		$	805,168		$	47,597		$	4,312,762

Liabilities and shareholder equity:
Interest-bearing deposits:
Now and money market	$	1,115,996		$	196,999		$	—		$	1,312,995		$	1,115,996		$	196,999		$	—		$	1,312,995
Savings deposits		264,273			81,814			—			346,087			264,273			81,814			—			346,087
Wholesale non-maturity		48,620			—			—			48,620			48,620			—			—			48,620
Wholesale time		178,610			—			—			178,610			178,610			—			—			178,610
Retail time deposits ⁽⁹⁾		316,068			251,177			5,376			572,621			316,068			251,177			5,376			572,621
Total interest-bearing deposits	$	1,923,567		$	529,990		$	5,376		$	2,458,933		$	1,923,567		$	529,990		$	5,376		$	2,458,933
Noninterest-bearing deposits		760,614			97,076			—			857,690			779,853			98,592			—			878,445
Total deposits	$	2,684,181		$	627,066		$	5,376		$	3,316,623		$	2,703,420		$	628,582		$	5,376		$	3,337,378
Short-term borrowings		180,874			15,000			—			195,874			180,874			15,000			—			195,874
Long-term FHLB advances and other borrowings		134,651			60,000			—			194,651			134,651			60,000			—			194,651
Subordinated notes ⁽¹⁰⁾		29,573			25,774			(7,500	)		47,847			—			—			—			—
Other liabilities and Accrued Interest Payable ⁽³⁾		45,650			21,419			(15,000	)		52,069			42,620			21,195			(15,000	)		48,815
Shareholder equity ⁽¹¹⁾		401,892			59,876			62,795			524,563			398,432			79,692			57,920			536,044
Non-controlling interest ⁽¹²⁾		—			699			(699	)		—			—			699			(699	)		—
Total liabilities and shareholder equity	$	3,476,821		$	809,834		$	44,972		$	4,331,627		$	3,459,997		$	805,168		$	47,597		$	4,312,762

Footnote		NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

(1)		Adjustment reflects a $12.3 million estimate (net of income tax expense) of one-time merger costs.
(2)		The $21.2 million reduces the carrying value of acquired loans to their fair value.
(3)		Adjustment reflects a $15.0 million cash payment to fully fund and settle the Supplemental Executive Retirement Plan ("SERP") at closing.
(4)		In accordance with acquisition method of accounting, RBPI’s $10.1 million allowance for loan losses has been reversed.
(5)		The $67.6 million acquisition method accounting adjustment represents the difference between the fair value of all assets and liabilities acquired and the implied purchase consideration.
(6)		The $3.9 million adjustment is the establishment of a core deposit intangible ("CDI") which estimates the fair value of RBPI’s core deposit base, comprised of non-maturity deposits, and is amortized through the earnings over a ten-year period.
(7)		Adjustment represents the reversal of a portion of the reserve placed against a deferred tax asset associated with a net operating loss which will be partially realizable by BMBC and a net deferred tax asset related to fair value adjustments of loans, core deposit intangible, OREO, time deposits, borrowings, and subordinated debt.
(8)		The $1.0 million reduces the carrying value of acquired tax lien certificates to their fair value.
(9)		The $5.4 million acquisition method accounting adjustment on certificates of deposit adjusts their carrying value to fair value. This adjustment will be amortized through the income statement as a reduction of interest expense over the remaining term of these deposit.
(10)		The $7.5 million acquisition method accounting adjustment to subordinated debt, adjusts its carrying value to estimated fair value. This adjustment will be amortized through the income statement as an increase in interest expense over the remaining term of the debt.
(11)		These pro forma adjustments represent the net impact of the issuance of BMBC common stock in connection with the merger and the elimination of RBPI's stockholders' equity.
(12)		Adjustment eliminates the non-controlling interest which will no longer exist after the close of the transaction.

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