 The
Bryn Mawr Trust Company Second
Quarter 2014
Update
June 30, 2014
(July 25, 2014)
Bryn Mawr Bank
Corporation
NASDAQ: BMTC
Exhibit 99.1 |
 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
in
this
presentation
is
correct
only
as
of
July
25,
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.
|
 2
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 June 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.
|
 3
Southeast PA / DE Branch Footprint
BMTC
•
19 Full-Service Branch
Locations
•
7 Limited-Hour Retirement
Community Branch Locations
Continental
•
10 Full-Service Branch
Locations*
*See Slide 35
•
Pro Forma Branch Map * |
 4
Investment Considerations
Quarterly dividend of $0.19 per share (increased 5.6% from $0.18
per
share on July 24, 2014)
Profitability Ratios:
Profitability Ratios, Excluding Tax-Effected Due Diligence and
Merger- Related Expenses (non-GAAP measures)*:
Full Year 2013
1
st
Qtr 2014
2
nd
Qtr 2014
Return on average assets (“ROA”)
1.23%
1.32%
1.45%
Return on average equity (“ROE”)
11.53%
11.71%
12.80%
Return on average tangible equity
(“ROTE”)
15.43%
15.10%
16.31%
Full Year 2013
1
st
Qtr 2014
2
nd
Qtr 2014
ROA, excluding tax-effected due diligence and merger-
related expenses (a non-GAAP measure)*
1.29%
1.36%
1.50%
ROE, excluding tax-effected due diligence and merger-
related expenses (a non-GAAP measure)*
12.11%
12.01%
13.21%
ROTE, excluding tax-effected due diligence and
merger-related expenses (a non-GAAP measure)*
16.20%
15.48%
16.84%
* See Non-GAAP Measures disclosure beginning on slide 32
|
 5
Net Income and Diluted Earnings Per Share
(EPS) (for the quarter ended)
($ in thousands) |
 6
2
nd
Quarter 2014 BMTC Stock Performance
Closing price on March 31, 2014:
$28.73
Closing price on June 30, 2014:
$29.12
Dividends
declared
per
share
–
6
Month
2014:
$0.36
Security or Index
Year to Date
2014 Total Return
3
Year
Total Return**
Trailing 12-Month
Dividend Yield
BMTC*
-2.27%
56.79%
2.44%
NASDAQ Bank Index*
1.14%
58.39%
1.94%
KBW Regional
Bank Index*
-1.05%
60.33%
2.06%
*Source: Bloomberg
** 3 Year Total Return -06/30/2011 to 06/30/2014 |
 7
Consistent BMTC Annual Dividend
Year
Diluted
Earnings
Per Share
Annual
Dividend
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
6/30/2014
$1.04
$0.36
--
34.6% |
 Growth
Initiatives
*********
********* |
 9
2014 Strategic Initiatives
3-8-3 Strategic Plan
$3 billion in Banking assets -
$8 billion in Wealth assets –
3 years
(period ending December 2014)
Organic growth –
opportunistic expansion
Inorganic growth criterion -
Acquisitions to be strategic and accretive
to earnings in first 12 months (excluding merger costs)
Focus on earnings-per-share growth
Continued emphasis on strong credit quality |
 Financial
Review
********
********
******** |
 11
Financial Highlights
6/30/13
9/30/13
12/31/13
3/31/14
6/30/14
Total assets
($ in billions)
$2.01
$2.06
$2.06
$2.06
$2.13
Portfolio loans & leases
($ in billions)
$1.43
$1.50
$1.55
$1.57
$1.62
Total deposits
($ in billions)
$1.55
$1.55
$1.59
$1.58
$1.62
Market capitalization
($ in millions)
$324
$366
$412
$392
$400
Tangible book value per
share, end of quarter
$11.75
$12.17
$13.02
$13.47
$14.03 |
 12
Efficiency Ratio
(GAAP and Non-GAAP)
* See Non-GAAP Measures Disclosure beginning on slide 32
|
 13
Quarterly Net Interest Margin
(On a tax-equivalent basis) |
 14
Quarterly Non-Interest Income
(As a % of Total Revenue) |
 15
Capital Position -
Bryn Mawr Bank Corporation
9/30/2013
12/31/2013
3/31/2014
6/30/2014
Tier I
11.33%
11.57%
11.71%
11.85%
Total (Tier II)
12.30%
12.55%
12.69%
12.79%
Tier I Leverage
9.22%
9.29%
9.50%
9.67%
Tangible Common
Equity
8.30%
8.92%
9.23%
9.32%
9/30/2013
12/31/2013
3/31/2014
6/30/2014
Tier I
11.36%
11.40%
11.65%
11.68%
Total (Tier II)
12.33%
12.38%
12.63%
12.62%
Tier I Leverage
9.22%
9.14%
9.43%
9.51%
Tangible Common
Equity
8.32%
8.78%
9.18%
9.18%
Capital Position -
Bryn Mawr Trust Company |
 Wealth
Division
Review
********
********
******** |
 17
Wealth Assets Under Management, Administration,
Supervision and Brokerage
(Year-end $ in billions) |
 18
Wealth Management Fees
($ in millions) |
 19
Wealth
Division
Highlights
(as
of
June
30,
2014)
Wealth Management
(Bryn Mawr, Hershey and Devon, PA)
$4.96 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
|
 20
Wealth Division Highlights -
continued
Bryn Mawr Asset Management (Bryn Mawr, PA)
$384 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)
$1.60 billion in assets
Provides
corporate
fiduciary
and
administrative
trustee
services
under
Delaware law and the full spectrum of tax advantaged strategies
Lower margin business with full year profitability expected in 2013
Lau Associates (Greenville, DE)
$631 million in assets
Fee-only, independent multi-family office providing highly personalized
service and sophisticated financial planning |
 Credit
Review
********
********
******** |
 22
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. |
 23
Loan Composition at June 30, 2014
($ in millions)
Total loans and leases of $1.62 billion |
 24
Quarterly Asset Quality Data
As of or for the quarter ended
6/30/13
9/30/13
12/31/13
3/31/14
6/30/14
Non-performing loans and leases as
a % of portfolio loans and leases
0.73%
0.71%
0.68%
0.65%
0.52%
Allowance as a % of portfolio loans
and leases
1.01%
1.00%
1.00%
1.01%
0.96%
Non-performing assets as a % of
total assets
0.58%
0.58%
0.55%
0.55%
0.43%
Annualized net loan and lease
charge-offs as a % of average
quarterly loans and leases
0.28%
0.10%
0.09%
0.13%
0.05% |
 25
Loan and Lease Updates
Current loan pipeline outlook is strong.
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
|
 26
Summary
We believe we are an outstanding franchise in a stable market
Focus on Wealth Services and Business Banking
Diversified income base –
non interest income 39.6% of total revenue for
the three months ended June 30, 2014
Outstanding loan quality
Sound business strategy, strong asset quality, well capitalized at June 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 |
 27
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 |
 28
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’s (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”
or
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
or
developments
expressed,
implied
or
anticipated
by
such
forward-looking
statements,
and so our business and financial condition and results of operations could be
materially and adversely affected.
Safe Harbor |
 29
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 on
our
business
and
in
our
market
area;
changes
in
the
levels
of
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
as
of
July
25,
2014
and
speak
only
as
of
that
date.
The
Corporation
does
not
undertake to update forward-looking statements. |
 30
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
is
for
discussion
purposes
only,
and
shall
not
constitute
any
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
security,
nor
is
it
intended
to
give
rise
to
any
legal
relationship
between
the
Corporation
and
you
or
any
other
person,
nor
is
it
a
recommendation
to
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. |
 31
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
be
“accredited
investors”
as
defined
in
the
securities
laws
of
the
United States before they can invest in the Corporation.
|
 32
*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: |
 33
*Reconciliation
of
GAAP
Measures
to
Non-GAAP
Measures
$ in thousands
Full Year
2013
1
st
Qtr 2014
2
nd
Qtr 2014
Net income (a GAAP measure)
$24,444
$6,689
$7,604
Add: Tax-effected due diligence and
merger-related expenses (35% tax
rate)
$1,225
$172
$245
Net income, excluding tax-effected
due diligence and merger-related
expenses (a non-GAAP measure)
$25,669
$6,861
$7,849
•Return on average assets, excluding tax-effected due diligence and
merger-related expenses (a non-GAAP measure) is calculated by
dividing net income, excluding tax-effected due diligence and merger-related expenses
(a non-GAAP measure) by average assets ($ in thousands) of $1,994,500 for the
full year 2013, $2,053,336 for the 1
st
quarter 2014, and $2,096,491 for the 2
nd
quarter 2014.
•Return on average equity, excluding tax-effected due diligence and
merger-related expenses (a non-GAAP measure) is calculated by
dividing net income, excluding tax-effected due diligence and merger-related expenses
(a non-GAAP measure) by average equity ($ in thousands) of $212,050 for
the full year 2013, $231,714 for the 1
st
quarter 2014, and $238,274 for the 2
nd
quarter 2014.
•Return on tangible common equity, excluding tax-effected due diligence
and merger-related expenses (a non- GAAP measure) is calculated by
dividing net income, excluding tax-effected due diligence and merger-related
expenses
(a
non-GAAP
measure)
by
average
tangible
common
equity
($
in
thousands)
of
$158,457
for
the
full
year 2013, $179,776 for the 1
st
quarter 2014, and $186,972 for the 2
nd
quarter 2014. |
 34
*Reconciliation of GAAP Measures to Non-GAAP Measures (cont’d)
$ in thousands
2
nd
Qtr
2013
3
rd
Qtr
2013
4
th
Qtr
2013
1
st
Qtr
2014
2
nd
Qtr
2014
Non-interest expense
(a GAAP measure)
$20,524
$19,323
$20,658
$18,899
$20,626
Less: Due diligence and
merger-related expenses
$688
$328
$155
$264
$377
Non-interest expense,
excluding due diligence and
merger-related expenses (a
non-GAAP measure)
$19,836
$18,995
$20,503
$18,635
$20,249
•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.
|
 35
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 includes a prospectus for the offer and sale of
the Corporation’s common stock to Continental Bank Holdings, Inc.’s
shareholders as well as a proxy statement for each of the Corporation and
Continental Bank Holdings, Inc. for the solicitation of proxies from each of their shareholders for use at their
respective meetings at which the Merger will be voted upon. The combined prospectus
and proxy statement and other documents filed by the Corporation with the
SEC contain important information about the Corporation, Continental Bank
Holdings, Inc. and the Merger. We urge investors and each of the
Corporation’s and Continental Bank Holdings, Inc.’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.
Each
company’s
shareholders
in particular
should read the combined prospectus and proxy statement carefully before making a
decision concerning the Merger.
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.
Continental Bank Holdings, Inc., the Corporation and certain of their directors and
executive officers may, under the rules of the
SEC,
be
deemed
to
be
“participants”
in
the
solicitation
of
proxies
from
shareholders
in
connection
with
the
Merger.
Information
concerning
the
interests
of
the
persons
who
may
be
considered
“participants”
in
the
solicitation
as
well
as
additional information concerning the Corporation’s directors and executive
officers is set forth in the combined prospectus and proxy statement
relating to the Merger. Information concerning the Corporation’s directors and executive officers is also set
forth in its proxy statement and annual report on Form 10-K (including any
amendments thereto), previously filed with the SEC.
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. |