Attached files
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| 8-K - CARROLLTON BANCORP FORM 8-K - BAY BANCORP, INC. | carrollton8k.htm |
Exhibit 99.1
Annual Shareholder Meeting
Investor Presentation
Investor Presentation
A Subsidiary of Carrollton Bancorp
August 28, 2013
2
This investor presentation contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Carrollton
Bancorp’s plans, strategies, objectives, expectations, intentions, financial condition and results of operations.
These forward-looking statements reflect management’s current views and intentions and are subject to known
and unknown risks, uncertainties, assumptions and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The significant risks and uncertainties related to
Carrollton Bancorp of which management is aware are discussed in detail in the periodic reports that Carrollton
Bancorp files with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” section of
its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2013. Investors are urged to review Carrollton Bancorp’s periodic reports, which
are available at no charge through the SEC’s website at www.sec.gov and through Carrollton Bancorp’s website
at www.baybankmd.com on the “Investor Relations” page. Carrollton Bancorp assumes no obligation to update
any of these forward-looking statements to reflect a change in its views or events or circumstances that occur
after the date of this presentation.
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 concerning Carrollton
Bancorp’s plans, strategies, objectives, expectations, intentions, financial condition and results of operations.
These forward-looking statements reflect management’s current views and intentions and are subject to known
and unknown risks, uncertainties, assumptions and other factors that could cause the actual results to differ
materially from those contemplated by the statements. The significant risks and uncertainties related to
Carrollton Bancorp of which management is aware are discussed in detail in the periodic reports that Carrollton
Bancorp files with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” section of
its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2013. Investors are urged to review Carrollton Bancorp’s periodic reports, which
are available at no charge through the SEC’s website at www.sec.gov and through Carrollton Bancorp’s website
at www.baybankmd.com on the “Investor Relations” page. Carrollton Bancorp assumes no obligation to update
any of these forward-looking statements to reflect a change in its views or events or circumstances that occur
after the date of this presentation.
DISCLOSURE
§ Carrollton Bank was formed in 1903 and built a community bank franchise
serving the Baltimore market. Until April 19, 2013 when it merged into Bay
Bank, FSB, Carrollton Bank was a wholly-owned subsidiary of Carrollton
Bancorp.
serving the Baltimore market. Until April 19, 2013 when it merged into Bay
Bank, FSB, Carrollton Bank was a wholly-owned subsidiary of Carrollton
Bancorp.
§ Bay Bank, FSB was formed in 2010 as a subsidiary of Jefferson Bancorp Inc.
(JBI) by Financial Services Partners Fund I (FSPF) to purchase the assets and
liabilities of Bay National Bank from the FDIC in July 2010.
(JBI) by Financial Services Partners Fund I (FSPF) to purchase the assets and
liabilities of Bay National Bank from the FDIC in July 2010.
§ In 2012, JBI entered into a definitive agreement to acquire Carrollton Bancorp
through a reverse merger transaction. In the transaction, which closed on
April 19, 2013, JBI merged into Carrollton Bancorp, with Carrollton Bancorp as
the surviving holding company, and Carrollton Bank merged into Bay Bank,
FSB, with Bay Bank, FSB as the surviving bank.
through a reverse merger transaction. In the transaction, which closed on
April 19, 2013, JBI merged into Carrollton Bancorp, with Carrollton Bancorp as
the surviving holding company, and Carrollton Bank merged into Bay Bank,
FSB, with Bay Bank, FSB as the surviving bank.
§ The post-merger Bay Bank, FSB, which remained a federal savings bank, has
approximately $470 million in assets. The common stock of its holding
company, Carrollton Bancorp, is listed on NASDAQ under the ticker symbol
“CRRB”.
approximately $470 million in assets. The common stock of its holding
company, Carrollton Bancorp, is listed on NASDAQ under the ticker symbol
“CRRB”.
HISTORY OF BAY BANK
Carrollton
Bank
Opens
Bank
Opens
Shelf
Charter
approved
for JBI
Charter
approved
for JBI
JBI Acquired
Bay National
Bank from
FDIC
Bay National
Bank from
FDIC
Bay Bank
Grows
Organically
Grows
Organically
The new
Bay Bank
Bay Bank
& CRRB
April 2013
July 2010 to
Present
Present
2010
July 2010
1903
THE PATH TO BAY BANK / CARROLLTON
BANCORP
BANCORP
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DEAL METRICS OF MERGER
TRANSACTION VALUE
CONSIDERATION
IMPLIED PRICE / SHARE
CRRB TARP TREATMENT
CAPITAL RAISE
CLOSING
COST SAVINGS
$25.1 million ($14.1 million consideration to existing Carrollton Bancorp
shareholders and $11 million additional investment by FSPF prior to closing.
shareholders and $11 million additional investment by FSPF prior to closing.
42.5% of existing Carrollton Bancorp shareholders elected cash in exchange
for their stock, 57.5% retained their stock.
for their stock, 57.5% retained their stock.
§ Carrollton Bancorp issued approximately 7.87 million shares of common
stock to FSPF in exchange for its shares of JBI.
stock to FSPF in exchange for its shares of JBI.
§ Existing Carrollton shareholders had an option to either retain their
shares or exchange their shares for $6.20 per share in cash.
shares or exchange their shares for $6.20 per share in cash.
Repayment of $9.2 million of TARP CPP obligations prior to closing.
$11MM capital injection by FSPF into JBI prior to closing.
April 19, 2013
Transaction drives EPS growth with potential to achieve up to 20%
cumulative cost savings.
cumulative cost savings.
6
STRONG FINANCIAL SPONSOR
Financial Services Partners Fund I is managed by Hovde Private Equity Advisors, LLC.
Hovde differentiates itself as a proven community bank investing specialist and has a
track record of making control investments in community banks and thrifts since 1994.
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Kevin Cashen, CEO and President - Baltimore native with over 29 years of experience in community
banking in Virginia and Maryland including Loyola Federal S&L, Signet Bank and Chevy Chase Bank.
banking in Virginia and Maryland including Loyola Federal S&L, Signet Bank and Chevy Chase Bank.
H. King Corbett, Chief Lending Officer - Baltimore native with over 35 years of banking experience
in the Baltimore market with banks including Maryland National Bank, Sovran Bank, First National Bank of
Maryland (now M&T Bank) and SunTrust Bank.
in the Baltimore market with banks including Maryland National Bank, Sovran Bank, First National Bank of
Maryland (now M&T Bank) and SunTrust Bank.
H. Les Patrick, Chief Credit Officer/Special Assets - Banker with over 35 years of experience
in the Baltimore/Washington markets. Joined the Bank from Bank of America. Worked with other banks
including National Bank of Washington, American Security Bank, Equitable Bank, Maryland National Bank and
Provident Bank.
in the Baltimore/Washington markets. Joined the Bank from Bank of America. Worked with other banks
including National Bank of Washington, American Security Bank, Equitable Bank, Maryland National Bank and
Provident Bank.
Gary M. Jewell, Senior Vice President of Electronic Banking - Leader at legacy Carrollton
Bank since July 1998 and had been Senior Vice President and Retail Delivery Group Manager. Prior to joining
the Bank, Director of Product Management and Point of Sale Services for the MOST EFT network.
Bank since July 1998 and had been Senior Vice President and Retail Delivery Group Manager. Prior to joining
the Bank, Director of Product Management and Point of Sale Services for the MOST EFT network.
David Borowy, Interim Chief Financial Officer - Experienced financial professional with prior roles
as CFO of legacy Bay National Bank and Calvert Street Capital Corporation. Mr. Borowy has previously served
as interim CFO, guiding the institution during its acquisition of Carrollton Bancorp.
as CFO of legacy Bay National Bank and Calvert Street Capital Corporation. Mr. Borowy has previously served
as interim CFO, guiding the institution during its acquisition of Carrollton Bancorp.
TALENTED MANAGEMENT TEAM
8
EXPERIENCED BOARD OF DIRECTORS
11
JUNE 30, 2013 LOAN & DEPOSIT COMPOSITION
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Loan Portfolio
|
($000s)
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Rate
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%
|
|
Gross Loans
|
$374,920
|
6.41%
|
100.0%
|
|
Deposit Composition
|
($000s)
|
Rate
|
%
|
|
|
|||
|
|
|||
|
|
|||
|
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|||
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|||
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Total Deposits
|
410,859
|
0.41%
|
100.00%
|
14
MARKET OVERVIEW
As of June 30, 2012 (Source: SNL Financial)
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IN MARYLAND, SMALL BUSINESSES COMPRISE 97.6% OF ALL EMPLOYERS
AND EMPLOY 52.1% OF THE PRIVATE SECTOR WORKFORCE:
§Of the 109,087 employer firms, 106,441 have fewer than 500 employees
§These firms employ more than 1.1 million workers (1,105,231)
§These firms have an annual payroll of approximately $45.7 billion,
47% of the total payroll of employer firms in the state
47% of the total payroll of employer firms in the state
SMALL BUSINESSES DOMINANT MARYLAND MARKET
Source: Department of Business & Economic Development
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§ Exceptional new management team and board of directors from both companies.
§ Vibrant, high-growth primary market in greater Baltimore-Washington corridor.
§ Balanced community banking business model with strong credit and fee-based products.
§ Enhanced scale attributes, improved profitability and increased legal lending limit.
§ Strong balance sheet with 10% tier one capital and moderate classified assets-to capital.
§ Positioned to grow organically and via acquisition to become a $1-3 billion in assets.
SUMMARY
INVESTOR CONTACT:
Kevin B. Cashen
President & CEO
410.427.3707
kcashen@baybankmd.com
www.baybankmd.com