SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For Quarter ended March 31, 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) | (Zip Code) |
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 April 29, 2004 | |
| Common Stock, par value $1 | 8,618,678 |
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED March 31, 2004
INDEX
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands*)
Unaudited
| Three Months Ended March 31 |
|||||||
| 2004 |
2003** |
||||||
| Interest income: | |||||||
| Interest and fees on loans |
$ | 7,178 | $ | 7,011 | |||
| Interest on federal funds sold |
18 | 25 | |||||
| Interest on interest bearing deposits with banks |
6 | 10 | |||||
| Interest and dividends on investment securities: |
|||||||
| U.S. Government Agency securities |
200 | 214 | |||||
| Obligations of states and political subdivisions |
41 | 5 | |||||
| Dividend income |
9 | 12 | |||||
| Total interest and dividend income |
7,452 | 7,277 | |||||
| Interest expense |
1,083 | 1,096 | |||||
| Net interest income |
6,369 | 6,181 | |||||
| Loan loss provision |
187 | 250 | |||||
| Net interest income after loan loss provision |
6,182 | 5,931 | |||||
| Non-interest Income | |||||||
| Fees for Trust services |
2,554 | 2,325 | |||||
| Service charges on deposits |
476 | 479 | |||||
| Other service charges, commissions and fees |
659 | 598 | |||||
| Net gain on sale of loans |
1,372 | 3,399 | |||||
| Net gain on sale of mortgage servicing rights |
1,073 | — | |||||
| Other operating income |
440 | 541 | |||||
| Total non-interest income |
6,574 | 7,342 | |||||
| Non-interest expenses: | |||||||
| Salaries and wages |
3,949 | 4,186 | |||||
| Employee benefits |
1,174 | 1,203 | |||||
| Occupancy and bank premises |
507 | 518 | |||||
| Furniture, fixtures, and equipment |
434 | 467 | |||||
| Amortization of mortgage servicing rights |
193 | 784 | |||||
| Other operating expenses |
1,864 | 1,700 | |||||
| Total non-interest expenses |
8,121 | 8,858 | |||||
| Income from continuing operations before income taxes |
4,635 | 4,415 | |||||
| Applicable income taxes |
1,615 | 1,554 | |||||
| Income from continuing operations |
$ | 3,020 | $ | 2,861 | |||
| (Loss) income from discontinued operations |
— | (192 | ) | ||||
| Net Income |
$ | 3,020 | $ | 2,669 | |||
| Basic earnings per common share*** |
|||||||
| Income from continuing operations |
$ | 0.35 | $ | 0.33 | |||
| (Loss) income from discontinued operations |
$ | 0.00 | $ | (0.01 | ) | ||
| Total earnings per common share |
$ | 0.35 | $ | 0.32 | |||
| Diluted earnings per common share *** |
|||||||
| Income from continuing operations |
$ | 0.34 | $ | 0.32 | |||
| (Loss) income from discontinued operations |
$ | 0.00 | $ | (0.02 | ) | ||
| Total diluted earnings per common share |
$ | 0.34 | $ | 0.30 | |||
| Dividend declared per share*** |
$ | 0.10 | $ | 0.10 | |||
| Weighted-average shares outstanding |
8,643,205 | 8,685,926 | |||||
| Dilutive potential common shares |
200,671 | 125,094 | |||||
| Adjusted weighted-average shares |
8,843,876 | 8,811,020 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
| * | Except for share and per share data. |
| ** | Reclassified for comparative purposes. |
| *** | Restated for 2 for 1 stock split effective October 1, 2003 |
1
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
| March 31, 2004 (Unaudited) |
December 31, 2003 |
March 31, 2003 ** (Unaudited) |
||||||||||
| Assets | ||||||||||||
| Cash and due from banks |
$ | 32,302 | $ | 32,471 | $ | 34,719 | ||||||
| Interest bearing deposits with banks |
578 | 10,524 | 666 | |||||||||
| Federal funds sold |
23,400 | 3,300 | 22,000 | |||||||||
| Investment securities available for sale, at market (amortized cost of $28,260, $31,411 and $21,394 as of March 31, 2004, December 31, 2003 and March 31, 2003, respectively) |
28,337 | 31,397 | 21,629 | |||||||||
| Loans: |
||||||||||||
| Consumer |
15,908 | 18,580 | 21,135 | |||||||||
| Commercial |
171,061 | 178,381 | 170,990 | |||||||||
| Real estate |
335,570 | 302,426 | 252,922 | |||||||||
| Loans held for sale, at fair market value |
9,791 | 3,691 | 37,631 | |||||||||
| Total loans |
532,330 | 503,078 | 482,678 | |||||||||
| Less: Allowance for loan losses |
(6,852 | ) | (6,670 | ) | (6,356 | ) | ||||||
| Net deferred loan fees |
(659 | ) | (662 | ) | (544 | ) | ||||||
| Net loans |
524,819 | 495,746 | 475,778 | |||||||||
| Premises and equipment, net |
14,074 | 13,756 | 11,980 | |||||||||
| Accrued interest receivable |
2,338 | 2,274 | 2,247 | |||||||||
| Deferred federal income taxes |
596 | — | 1,195 | |||||||||
| Mortgage servicing rights |
3,216 | 4,391 | 3,921 | |||||||||
| Other assets |
13,135 | 10,989 | 6,559 | |||||||||
| Assets of discontinued operations |
— | — | 3,672 | |||||||||
| Total assets |
$ | 642,795 | $ | 604,848 | $ | 584,366 | ||||||
| Liabilities | ||||||||||||
| Deposits: |
||||||||||||
| Demand, noninterest-bearing |
$ | 150,936 | $ | 144,579 | $ | 156,847 | ||||||
| Savings |
310,954 | 285,369 | 259,303 | |||||||||
| Time |
100,594 | 97,191 | 95,449 | |||||||||
| Total deposits |
562,484 | 527,139 | 511,599 | |||||||||
| Accrued interest payable |
2,228 | 2,328 | 1,627 | |||||||||
| Other liabilities |
10,071 | 7,999 | 8,542 | |||||||||
| Total liabilities |
574,783 | 537,466 | 521,768 | |||||||||
| Shareholders’ equity | ||||||||||||
| Common stock, par value $1; authorized 25,000,000 shares; issued 11,150,132, 11,135,232 and 5,544,708 shares as of March 31, 2004, December 31, 2003 and March 31, 2003, respectively and outstanding of 8,606,374, 8,670,974 and 4,310,574 shares as of March 31, 2004, December 31, 2003 and March 31, 2003, respectively |
11,150 | 11,135 | 5,545 | |||||||||
| Paid-in capital in excess of par value |
6,702 | 6,487 | 11,333 | |||||||||
| Accumulated other comprehensive income net of taxes |
(68 | ) | (126 | ) | (33 | ) | ||||||
| Retained earnings |
71,435 | 69,280 | 65,187 | |||||||||
| 89,219 | 86,776 | 82,032 | ||||||||||
| Less: Common stock in treasury at cost — 2,543,758, 2,464,258 and 1,234,134 shares as of March 31, 2004, December 31, 2003 and March 31, 2003, respectively |
(21,207 | ) | (19,394 | ) | (19,434 | ) | ||||||
| Total shareholders’ equity |
68,012 | 67,382 | 62,598 | |||||||||
| Total liabilities and shareholders’ equity |
$ | 642,795 | $ | 604,848 | $ | 584,366 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
| ** | Reclassified for comparative purposes. |
2
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Unaudited
| Three Months Ended March 31 |
||||||||
| 2004 |
2003* |
|||||||
| Operating activities: | ||||||||
| Income from continuing operations |
$ | 3,020 | $ | 2,861 | ||||
| Adjustments to income from continuing operations to net cash (used) provided by operating activities: |
||||||||
| Provision for loan losses |
187 | 250 | ||||||
| Provision for depreciation and amortization |
331 | 358 | ||||||
| Loans originated for resale |
(45,613 | ) | (191,322 | ) | ||||
| Proceeds from loans sold |
52,142 | 184,806 | ||||||
| Gain on sale of loans |
(1,371 | ) | — | |||||
| Gain on sale of MSRs |
(1,073 | ) | (3,399 | ) | ||||
| Provision for deferred income taxes (benefit) |
(596 | |||||||