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	d665320d8k.htm
EX-99.2 - EXHIBIT 99.2 - BRYN MAWR BANK CORP	d665320dex992.htm

Exhibit 99.1

LOGO

Bryn Mawr Bank Corporation

FOR RELEASE: IMMEDIATELY

Ted Peters, Chairman

FOR MORE INFORMATION CONTACT:

610-581-4800

J. Duncan Smith, CFO

610-526-2466

Bryn Mawr Bank Corporation Reports Record 4th Quarter

Net Income of $6.5 Million, Driven By Strong Loan Growth;

Wealth Assets Reach $7.3 Billion

BRYN MAWR, Pa., January 28, 2013 - Bryn Mawr Bank Corporation (NASDAQ: BMTC), (the “Corporation”), parent of The Bryn Mawr Trust Company (the “Bank”), today reported net income of $6.5 million and diluted earnings per share of $0.47 for the three months ended December 31, 2013, as compared to net income of $5.3 million and diluted earnings per share of $0.40 for the same period in 2012.

Significant factors contributing to the results for the three months ended December 31, 2013, as compared to the same period in 2012, included increases in net interest income and wealth management revenues, and decreases in due diligence and merger-related expenses. These improvements were partially offset by decreases in gains on sale of residential mortgage loans and investment securities available for sale, as well as increases in salaries and employee benefits expense and other operating expenses.

For the twelve months ended December 31, 2013, net income of $24.4 million was a $3.3 million increase from the $21.1 million recorded for the same period in 2012. Diluted earnings per share for the twelve months ended December 31, 2013 increased $0.20, to $1.80, from $1.60 for the same period last year. Net income for the twelve months ended December 31, 2013 included pre-tax due diligence and merger-related expenses of $1.9 million as compared to $2.6 million for the same period in 2012.

“We were pleased to have yet another record quarter and record year of financial results,” said Ted Peters, Chairman and CEO. “The strong loan growth we experienced in the second half of the year produced a healthy increase in our net interest income. This, along with our higher wealth revenues, provided solid core and repeatable earnings for the Bank,” he added.

On January 23, 2014, the Board of Directors of the Corporation declared a quarterly dividend of $0.18 per share, payable March 1, 2014 to shareholders of record as of February 10, 2014.

“We remain well-positioned to take advantage of the improving regional and national economies,” said Mr. Peters.

SIGNIFICANT ITEMS OF NOTE

Results of Operations – 4th Quarter 2013 Compared to the 4th Quarter 2012

The overall results for the three months ended December 31, 2013, as compared to the same period in 2012, were partially affected by the November 2012 purchase of deposits, loans and a branch location from First Bank of Delaware (“FBD”).

•

Net income of $6.5 million for the three months ended December 31, 2013 increased $1.2 million, or 22.0%, from $5.3 million for the same period in 2012.

•

Net interest income for the three months ended December 31, 2013 was $19.1 million, an increase of $2.2 million, or 13.2%, from $16.9 million for the same period in 2012. The increase in net interest income between the periods was largely the result of a $177.7 million, or 13.2%, increase in average portfolio loans. This increase was partially related to loans acquired from FBD, which totaled $53.1 million as of December 31, 2013, which supplemented strong organic loan growth. In addition, the $48.1 million decrease in average time deposit balances between periods, largely attributable to time deposits acquired from FBD, which were allowed to run off, contributed to the $255 thousand decrease in tax-equivalent interest expense paid on deposits. Furthermore, although the average balance of long-term Federal Home Loan Bank (“FHLB”) advances increased by $45.2 million between the periods, the tax-equivalent rate paid on these borrowings decreased by 56 basis points. This was partially the result of the Corporation’s strategic prepayment of $20.0 million of higher-rate FHLB advances during the 1^st quarter of 2013.

•

The tax-equivalent net interest margin of 4.03% for the three months ended December 31, 2013 was a 17 basis point increase from 3.86% for the same period in 2012. The increase was the result of a $142.8 million increase in average interest-earning assets whose tax-equivalent yield earned increased by 6 basis points, partially offset by a $67.3 million increase in average interest-bearing liabilities whose tax-equivalent rate paid dropped by 14 basis points between the periods. In addition, the tax-equivalent yield earned on investment securities available for sale increased 36 basis points between periods, as rising interest rates caused a slow-down in prepayments of mortgage-related securities. This yield increase was partially offset by a 22 basis point decline in the tax-equivalent yield on portfolio loans. The 14 basis point reduction in rate paid on interest-bearing liabilities was primarily related to the prepayment of $20.0 million of FHLB advances during the first quarter of 2013. Supplementing these reductions in borrowing costs was a 10 basis point drop in rates paid on interest-bearing deposits.

•

Non-interest income for the three months ended December 31, 2013 decreased $935 thousand as compared to the same period in 2012. Factors contributing to this decrease included a $1.9 million decrease in the gain on sale of residential mortgage loans and a $293 thousand decline in gain on sale of investment securities available for sale. During the three months ended December 31, 2013, the volume of residential mortgage loans sold to the secondary market continued to decline, with residential mortgages sold totaling $13.1 million, as compared to $71.6 million during the same period in 2012. In addition to mortgage loan sales, sales of investment securities available for sale during the 2013 quarter resulted in a loss of $10 thousand, as compared to a gain of $283 thousand for the same period in 2012. The sale of investment securities available for sale during the 4^th quarter of 2013 was limited to a particular section of the portfolio and was designed to limit extension risk. Partially offsetting these decreases in non-interest income was a $741 thousand increase in revenue from wealth management services for

the three months ended December 31, 2013 as compared to the same period in 2012. Wealth Management Division assets under management, administration, supervision and brokerage as of December 31, 2013 were $7.3 billion, an increase of $605 million, or 9.1%, from December 31, 2012. This increase was driven by organic growth due to the success of the division’s strategic initiatives, market appreciation and other new business between the dates.

•

Non-interest expense for the three months ended December 31, 2013 decreased $431 thousand, to $20.7 million, as compared to $21.1 million for the same period in 2012. The primary driver for this decrease was the $1.0 million decrease in due diligence and merger-related expenses between the periods. In addition, decreases in professional fees and debt extinguishment costs between the periods contributed to the improvement. Partially offsetting these cost reductions was a $948 thousand increase in salaries and employee benefits for the three months ended December 31, 2013 as compared to the same period in 2012. Salaries and benefits increased partially as a result of the addition of the branch and lending staff from FBD and the new personnel for our full-service branch in Bala Cynwyd, Pennsylvania, which opened at the end of 2012, as well as accruals for annual bonuses, higher equity compensation costs and annual salary increases.

•

Nonperforming loans and leases of $10.5 million as of December 31, 2013 were 0.68% of total portfolio loans and leases, as compared $14.8 million, or 1.06% of total portfolio loans and leases as of December 31, 2012. This $4.2 million decrease in nonperforming loans was concentrated in the construction, commercial and industrial and home equity segments of the portfolio and was partially the result of $1.8 million of charge-offs of impaired loans, as well as additions of $781 thousand to other real estate owned related to six residential properties. For the three months ended December 31, 2013, the Corporation recorded net loan and lease charge-offs of $324 thousand, as compared to $213 thousand for the same period in 2012. The provision for loan and lease losses for the three months ended December 31, 2013 was $812 thousand, as compared to $1.0 million for the same period in 2012.

Results of Operations – 4th Quarter 2013 Compared to the 3rd Quarter 2013

•

Net income of $6.5 million for the three months ended December 31, 2013 increased $70 thousand, or 1.1%, from $6.4 million for the three months ended September 30, 2013.

•

Net interest income for the three months ended December 31, 2013 was $19.1 million, an increase of $592 thousand, or 3.2%, from $18.5 million for the three months ended September 30, 2013. The increase in net interest income between the periods was largely the result of a $59.2 million, or 4.0%, increase in average portfolio loans partially offset by a 6 basis point decrease in the tax-equivalent yield earned on loans and leases. In addition, the tax-equivalent yield earned on investment securities available for sale increased from 1.40% for the 3^rd quarter of 2013 to 1.64% for the 4^th quarter of 2013 as rising interest rates have continued to slow the rate of prepayments of mortgage-related securities. Partially offsetting these increases in tax-equivalent interest income was the $51.3 million increase in average borrowings, as new FHLB advances were taken to support the loan growth during the 4^th quarter.

•

The tax-equivalent net interest margin of 4.03% for the three months ended December 31, 2013 was a 2 basis point decrease from the 4.05% tax-equivalent net interest margin for the three months ended September 30, 2013. The slight decrease between periods resulted as a $66.2 million increase in average interest-earning assets was largely offset by a $42.7 million increase in average interest-bearing liabilities. Although the increase in average interest-earning assets outpaced the increase in average interest-bearing liabilities, the tax-equivalent yield earned on interest-earning assets remained unchanged at 4.33%, while the tax-equivalent rate paid on interest-bearing liabilities increased by 2 basis points.

•

Non-interest income for the three months ended December 31, 2013 increased $848 thousand as compared to the three months ended September 30, 2013. Factors contributing to this increase included a $471 thousand increase in revenue from wealth management services and a $530 thousand increase in other operating income, which was largely comprised of income from the pay off, in full, of a commercial loan acquired from First Keystone Financial in 2010, which had been written down at acquisition, in anticipation of a loss. Wealth Management Division assets under management, administration, supervision and brokerage as of December 31, 2013 grew to $7.3 billion, an increase of $185 million, or 2.6%, from September 30, 2013.

•

Non-interest expense for the three months ended December 31, 2013 increased $1.3 million, to $20.7 million, as compared to $19.3 million for the three months ended September 30, 2013. The increase between the periods was related to increases of $929 thousand in salaries and employee benefits and $438 thousand in other operating expenses. The increase in salaries and employee benefits was primarily related to accruals of employee bonuses and their associated employment taxes and higher equity compensation costs. The $438 thousand increase in other operating expenses between the periods was largely related to a $180 thousand increase in the reserve established to satisfy make-whole requests for mortgage loans originated by the Corporation and subsequently sold into the secondary market. In addition, an increase in $192 thousand in information technology-related costs was recorded, as the Corporation continues to implement various infrastructure improvements throughout the organization.

•

Nonperforming loans and leases of $10.5 million as of December 31, 2013 were 0.68% of total portfolio loans and leases, as compared $10.6 million, or 0.71% of total portfolio loans and leases as of September 30, 2013. For the three months ended December 31, 2013, the Corporation recorded net loan and lease charge-offs of $324 thousand, a slight improvement from the $376 thousand net loan and lease charge-offs recorded in the 3^rd quarter of 2013. The provision for loan and lease losses decreased slightly, to $812 thousand, for the three months ended December 31, 2013, as compared to $959 thousand for the previous quarter.

Financial Condition – December 31, 2013 Compared to December 31, 2012

•

Total portfolio loans and leases of $1.55 billion as of December 31, 2013 increased by $148.7 million from December 31, 2012 with commercial mortgages, commercial and industrial loans, and construction loans comprising the majority of the increase.

•

The allowance for loan and lease losses as of December 31, 2013 was $15.5 million, or 1.00% of portfolio loans and $14.4 million, or 1.03% of portfolio loans and leases as of December 31, 2012.

•

Total assets as of December 31, 2013 totaled $2.06 billion, an increase of $25.8 million from December 31, 2012. Although loan growth totaled $148.7 million for the period, much of this growth was funded by reductions in interest-bearing deposits with other banks and cash flows received from the available for sale investment portfolio.

•

Deposits of $1.59 billion, as of December 31, 2013, decreased $43.3 million from December 31, 2012. The 2.7% decrease was largely related to a $77.8 million decrease in time deposits between the dates. The Corporation has continued its planned run-off of its higher-rate certificates of deposit.

•

The capital ratios for the Bank and the Corporation, as shown in the table at page 17 below, indicate levels well above the regulatory minimum to be considered “well capitalized.” In particular, the tangible equity ratios for both the Bank and the Corporation have improved from their December 31, 2012 levels of 7.72% and 7.60%, to 8.78% and 8.92%, respectively, at December 31, 2013. These increases were primarily the result of increases in retained earnings and issuances of common stock, partially offset by nominal growth in total assets.

EARNINGS CONFERENCE CALL

The Corporation will hold an earnings conference call at 8:30 am ET on Wednesday, January 29, 2014. Interested parties may participate by calling 1-888-317-6016. A taped replay of the conference call will be available one hour after the conclusion of the call and will remain available through 9:00 a.m. ET on Tuesday, February 11, 2014. A recording of the earnings conference call may be obtained by calling 1-877-344-7529, referring to conference number 10038761.

The conference call will be simultaneously broadcast live over the Internet through a webcast on the investor relations portion of the Bryn Mawr Bank Corporation’s website. To access the call, please visit the website at http://services.choruscall.com/links/bmtc140131.html. An online archive of the webcast will be available within one hour of the conclusion of the call. The Corporation has also recently expanded its Investor Relations website to include added resources and information for shareholders and interested investors. Interested parties are encouraged to utilize the expanded resources of the site for more information on Bryn Mawr Bank Corporation.

FORWARD LOOKING STATEMENTS AND SAFE HARBOR

This press release 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 the Corporation’s 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,” “plan,” “forecast,” “project,” “are optimistic,” “are looking,” “are looking forward” and “believe” or other similar words and phrases may identify forward-looking statements. Persons reading this press release 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. 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 set forth herein are based on Management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. The Corporation does not undertake to update forward-looking statements.

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.

# # # #

Bryn Mawr Bank Corporation

Consolidated Statements of Income - (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended
	December 31, 2013			Sepember 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012
Interest income	$	20,525		$	19,820		$	19,217		$	18,855		$	18,682
Interest expense		1,400			1,287			1,294			1,446			1,786

Net interest income		19,125			18,533			17,923			17,409			16,896
Provision for loan and lease losses		812			959			1,000			804			1,000

Net interest income after provision for loan and lease losses		18,313			17,574			16,923			16,605			15,896

Fees for wealth management services		9,106			8,635			9,094			8,349			8,365
Loan servicing and other fees		465			481			448			451			473
Service charges on deposits		638			627			596			584			654
Net gain on sale of residential mortgage loans		529			578			1,492			1,518			2,424
Net (loss) gain on sale of investment securities available for sale		(10	)		—			—			2			283
Net loss on sale of other real estate owned		(106	)		(1	)		(141	)		(52	)		—
Bank owned life insurance income		88			72			85			113			98
Other operating income		1,525			995			1,369			825			873

Non-interest income		12,235			11,387			12,943			11,790			13,170

Salaries and wages		9,438			9,012			9,086			8,810			8,848
Employee benefits		2,399			1,896			2,212			2,325			2,041
Net gain on curtailment of nonqualified pension plan		—			—			(120	)		(570	)		—
Occupancy and bank premises		1,738			1,646			1,728			1,750			1,616
Furniture fixtures and equipment		1,017			920			1,221			819			961
Advertising		431			303			380			412			363
Net (recovery) impairment of mortgage servicing rights		(10	)		33			(91	)		71			81
Amortization of mortgage servicing rights		123			187			218			212			248
Amortization of intangible assets		655			657			660			661			673
FDIC insurance		259			271			275			258			255
Due diligence and merger-related expenses		155			328			688			714			1,190
Professional fees		581			636			664			575			1,031
Early extinguishment of debt - costs and premiums		—			—			—			347			338
Other operating expenses		3,872			3,434			3,603			3,851			3,444

Non-interest expense		20,658			19,323			20,524			20,235			21,089

Income before income taxes		9,890			9,638			9,342			8,160			7,977
Income tax expense		3,419			3,237			3,090			2,840			2,673

Net income	$	6,471		$	6,401		$	6,252		$	5,320		$	5,304


Per share data:
Weighted average shares outstanding		13,419,269			13,336,799			13,280,624			13,205,538			13,157,295
Dilutive common shares		308,674			275,343			227,150			230,413			205,545

Adjusted weighted average dilutive shares		13,727,943			13,612,142			13,507,774			13,435,951			13,362,840

Basic earnings per common share	$	0.48		$	0.48		$	0.47		$	0.40		$	0.40
Diluted earnings per common share	$	0.47		$	0.47		$	0.46		$	0.40		$	0.40
Dividend declared per share	$	0.18		$	0.17		$	0.17		$	0.17		$	0.16
Effective tax rate		34.6	%		33.6	%		33.1	%		34.8	%		33.5	%

Bryn Mawr Bank Corporation

Consolidated Statements of Income - (unaudited)

(dollars in thousands, except per share data)


	For The Twelve Months Ended December 31,
	2013			2012
Interest income	$	78,417		$	73,323
Interest expense		5,427			8,588

Net interest income		72,990			64,735
Provision for loan and lease losses		3,575			4,003

Net interest income after provision for loan and lease losses		69,415			60,732
Fees for wealth management services		35,184			29,798
Loan servicing and other fees		1,845			1,776
Service charges on deposits		2,445			2,477
Net gain on sale of residential mortgage loans		4,117			6,735
Net (loss) gain on sale of investment securities available for sale		(8	)		1,415
Bank owned life insurance income		358			428
Net loss on sale of other real estate owned		(300	)		(86	)
Other operating income		4,714			3,843

Non-interest income		48,355			46,386
Salaries and wages		36,346			33,131
Employee benefits		8,832			8,127
Net gain on curtailment of nonqualified pension plan		(690	)		—
Occupancy and bank premises		6,862			5,874
Furniture fixtures and equipment		3,977			3,727
Advertising		1,526			1,309
Net impairment of mortgage servicing rights		3			163
Amortization of mortgage servicing rights		740			966
Amortization of intangible assets		2,633			2,411
FDIC insurance		1,063			970
Due diligence and merger-related expenses		1,885			2,629
Professional fees		2,456			2,868
Early extinguishment of debt - costs and premiums		347			526
Other operating expenses		14,760			12,200

Non-interest expense		80,740			74,901
Income before income taxes		37,030			32,217
Income tax expense		12,586			11,070

Net income	$	24,444		$	21,147

Per share data:
Weighted average shares outstanding		13,311,215			13,090,110
Dilutive common shares		260,395			151,736

Adjusted weighted average shares		13,571,610			13,241,846

Basic earnings per common share	$	1.84		$	1.62
Diluted earnings per common share	$	1.80		$	1.60
Dividend declared per share	$	0.69		$	0.64
Effective tax rate		34.0	%		34.4	%

Bryn Mawr Bank Corporation

Consolidated Balance Sheets - (unaudited)

(dollars in thousands)


	December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012
Assets
Interest-bearing deposits with banks	$	67,618		$	71,203		$	95,903		$	136,534		$	159,483
Investment securities - available for sale		285,808			319,917			322,961			327,799			316,614
Investment securities - trading		3,437			2,357			2,180			2,168			1,447
Loans held for sale		1,350			1,284			2,207			3,233			3,412
Portfolio loans:
Consumer		16,926			17,572			18,404			18,725			17,666
Commercial & industrial		328,459			303,259			296,073			293,171			291,620
Commercial mortgages		625,341			622,771			587,261			563,431			546,358
Construction		46,369			39,055			28,718			26,135			26,908
Residential mortgages		300,243			291,645			280,687			284,819			288,212
Home equity lines & loans		189,571			187,634			183,006			183,984			194,861
Leases		40,276			38,079			36,770			34,974			32,831

Total portfolio loans and leases		1,547,185			1,500,015			1,430,919			1,405,239			1,398,456
Earning assets		1,905,398			1,894,776			1,854,170			1,874,973			1,879,412
Cash and due from banks		13,453			24,958			14,208			12,013			16,203
Allowance for loan and lease losses		(15,515	)		(15,027	)		(14,444	)		(14,447	)		(14,425	)
Premises and equipment		31,796			31,436			30,947			31,072			31,170
Accrued interest receivable		5,728			5,703			6,097			6,168			5,955
Mortgage servicing rights		4,750			4,744			4,790			4,593			4,491
Goodwill		32,843			32,843			32,843			32,897			32,897
Other intangible assets		19,365			20,020			20,677			21,337			21,998
Bank owned life insurance		20,220			20,132			20,060			19,975			19,862
FHLB stock		11,654			12,590			13,028			10,663			10,761
Deferred income taxes		8,690			11,955			11,788			10,854			12,303
Other investments		4,437			4,337			4,378			4,347			4,346
Other assets		18,846			10,506			10,980			15,718			10,912

Total assets	$	2,061,665		$	2,058,973		$	2,009,522		$	2,030,163		$	2,035,885

Liabilities and shareholders’ equity
Interest-bearing deposits:
Interest-bearing checking	$	266,787		$	244,826		$	262,316		$	263,820		$	270,279
Money market		544,310			548,011			551,750			588,478			559,470
Savings		135,240			137,431			136,307			135,124			129,091
Wholesale non-maturity deposits		42,937			57,195			30,315			32,879			45,162
Wholesale time deposits		34,639			23,127			12,139			11,325			12,421
Time deposits		140,794			145,119			161,146			171,575			218,586

Total interest-bearing deposits		1,164,707			1,155,709			1,153,973			1,203,201			1,235,009
Non-interest-bearing deposits		426,640			394,947			395,742			407,453			399,673

Total deposits		1,591,347			1,550,656			1,549,715			1,610,654			1,634,682
Long-term FHLB advances and other borrowings		205,644			191,645			152,642			148,636			161,315
Short-term borrowings		10,891			75,588			71,768			38,362			9,402
Other liabilities		23,885			23,323			22,929			22,343			26,921
Shareholders’ equity		229,898			217,761			212,468			210,168			203,565

Total liabilities and shareholders’ equity	$	2,061,665		$	2,058,973		$	2,009,522		$	2,030,163		$	2,035,885

Bryn Mawr Bank Corporation

Consolidated Quarterly Average Balance Sheets - (unaudited)

(dollars in thousands)


	For The Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2013			2013			2013			2013			2012
Assets
Interest-bearing deposits with banks	$	56,569		$	35,589		$	59,981		$	117,372		$	91,234
Investment securities - available for sale		310,183			324,418			325,729			323,247			311,372
Investment securities - trading		2,368			2,182			2,168			1,695			1,400
Loans held for sale		1,197			867			2,233			2,645			4,047
Portfolio loans and leases		1,522,408			1,463,492			1,425,836			1,401,038			1,341,826

Earning assets		1,892,725			1,826,548			1,815,947			1,845,997			1,749,879
Cash and due from banks		13,132			12,497			12,876			13,287			14,817
Allowance for loan and lease losses		(15,226	)		(14,653	)		(14,625	)		(14,693	)		(14,063	)
Premises and equipment		31,770			31,216			31,254			31,415			30,189
Goodwill		32,843			32,843			32,896			32,897			29,642
Other intangible assets		19,741			20,400			21,055			21,725			22,084
Bank owned life insurance		20,163			20,086			20,005			19,905			19,800
FHLB stock		12,242			12,809			10,430			10,544			10,572
Deferred income taxes		11,733			11,946			10,997			12,183			11,577
Other assets		22,288			21,904			25,296			21,294			23,800

Total assets	$	2,041,411		$	1,975,596		$	1,966,131		$	1,994,554		$	1,898,297

Liabilities and shareholders’ equity
Interest-bearing deposits:
Interest-bearing checking	$	248,722		$	249,982		$	263,842		$	266,900		$	241,730
Money market		548,351			559,911			571,327			576,422			516,174
Savings		137,327			135,070			134,485			132,142			132,725
Wholesale non-maturity deposits		48,465			47,804			31,124			38,683			38,932
Wholesale time deposits		22,735			10,911			11,610			11,495			10,689
Time deposits		142,258			152,788			164,247			190,937			190,332

Total interest-bearing deposits		1,147,858			1,156,466			1,176,635			1,216,579			1,130,582
Non-interest bearing deposits		420,072			402,292			391,387			386,881			359,008

Total deposits		1,567,930			1,558,758			1,568,022			1,603,460			1,489,590
Long-term FHLB advances and other borrowings		204,780			163,818			150,578			148,699			159,559
Short-term borrowings		25,364			14,995			13,248			11,978			13,243
Subordinated debentures		—			—			—			—			7,283
Other liabilities		23,401			24,904			23,617			26,123			27,175
Shareholders’ equity		219,936			213,121			210,666			204,294			201,447

Total liabilities and shareholders’ equity	$	2,041,411		$	1,975,596		$	1,966,131		$	1,994,554		$	1,898,297

Bryn Mawr Bank Corporation

Consolidated Average Balance Sheets - (unaudited)

(dollars in thousands)


	For The Twelve Months Ended December 31,
	2013			2012
Assets
Interest bearing deposits with banks	$	67,124		$	60,389
Investment securities - available for sale		320,868			316,283
Investment securities - trading		2,106			1,431
Loans held for sale		1,729			3,743
Portfolio loans and leases		1,453,555			1,307,140

Earning assets		1,845,382			1,688,986
Cash and due from banks		12,946			12,890
Allowance for loan and lease losses		(14,800	)		(13,469	)
Premises and equipment		31,414			29,309
Goodwill		32,869			27,582
Intangible assets		20,724			20,981
Bank owned life insurance		20,041			19,642
FHLB stock		11,881			10,766
Deferred income taxes		11,714			12,147
Other assets		22,329			24,167

Total assets	$	1,994,500		$	1,833,001

Liabilities and shareholders’ equity
Interest-bearing deposits:
Interest-bearing checking	$	257,292		$	233,893
Money market		563,914			461,883
Savings		134,771			132,899
Wholesale non-maturity deposits		41,564			46,815
Wholesale time deposits		14,210			17,256
Time deposits		162,397			195,778

Total interest-bearing deposits		1,174,148			1,088,524
Non-interest-bearing deposits		400,254			329,631

Total deposits		1,574,402			1,418,155
Long-term FHLB advances and other borrowings		167,089			163,888
Short-term borrowings		16,457			13,525
Subordinated debentures		—			18,327
Other liabilities		24,502			25,242
Shareholders’ equity		212,050			193,864

Total liabilities and shareholders’ equity	$	1,994,500		$	1,833,001

Bryn Mawr Bank Corporation

Consolidated Selected Financial Data - (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended or As Of
	December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012
Asset Quality Data
Nonaccrual loans and leases	$	10,530		$	10,613		$	10,489		$	12,098		$	14,040
90 days or more past due loans, still accruing		—			—			—			728			728

Nonperforming loans and leases		10,530			10,613			10,489			12,826			14,768
Other real estate owned		855			1,253			1,205			545			906

Total nonperforming assets	$	11,385		$	11,866		$	11,694		$	13,371		$	15,674

Troubled debt restructurings included in nonperforming assets	$	1,699		$	2,628		$	2,869		$	3,686		$	3,106
Troubled debt restructurings in compliance with modified terms		7,277			8,947			8,157			7,438			8,008

Total troubled debt restructurings	$	8,976		$	11,575		$	11,026		$	11,124		$	11,114
Nonperforming loans and leases / portfolio loans & leases		0.68	%		0.71	%		0.73	%		0.91	%		1.06	%
Nonperforming assets / total assets		0.55	%		0.58	%		0.58	%		0.66	%		0.77	%
Net loan and lease charge-offs / average loans and leases (annualized)		0.09	%		0.10	%		0.28	%		0.22	%		0.07	%
Delinquency rate* - Performing and nonperforming loans and leases 30 days or more past due		0.66	%		0.68	%		0.73	%		1.23	%		1.02	%
Performing loans and leases - 30-89 days past due	$	1,718		$	1,227		$	2,328		$	4,115		$	2,053
Delinquency rate* - Performing loans and leases - 30-89 days past due		0.11	%		0.08	%		0.16	%		0.29	%		0.15	%

* as a percentage of total loans and leases

Changes in the allowance for loan and lease losses:
Balance, beginning of period	$	15,027		$	14,444		$	14,447		$	14,425		$	13,638
Charge-offs		(484	)		(501	)		(1,164	)		(830	)		(450	)
Recoveries		160			125			161			48			237

Net charge-offs		(324	)		(376	)		(1,003	)		(782	)		(213	)
Provision for loan and lease losses		812			959			1,000			804			1,000

Balance, end of period	$	15,515		$	15,027		$	14,444		$	14,447		$	14,425

Allowance for loan and lease losses / loans and leases		1.00	%		1.00	%		1.01	%		1.03	%		1.03	%
Allowance for loan and lease losses / nonperforming loans and leases		147.3	%		141.6	%		137.7	%		112.6	%		97.7	%

Bryn Mawr Bank Corporation

Consolidated Selected Financial Data - (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended or As Of
	December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012
Selected ratios (annualized):
Return on average assets		1.26	%		1.29	%		1.28	%		1.08	%		1.11	%
Return on average shareholders’ equity		11.67	%		11.92	%		11.90	%		10.56	%		10.47	%
Return on average tangible equity ⁽²⁾		15.35	%		15.89	%		16.00	%		14.42	%		14.09	%
Tax-equivalent yield on loans and leases		5.02	%		5.08	%		5.13	%		5.16	%		5.24	%
Tax-equivalent yield on interest-earning assets		4.33	%		4.33	%		4.27	%		4.16	%		4.27	%
Cost of interest-bearing funds		0.40	%		0.38	%		0.39	%		0.43	%		0.54	%
Tax-equivalent net interest margin		4.03	%		4.05	%		3.98	%		3.85	%		3.86	%
Book value per share	$	16.84		$	16.07		$	15.71		$	15.57		$	15.17
Tangible book value per share	$	13.02		$	12.17		$	11.75		$	11.55		$	11.08
Shares outstanding at end of period		13,650,354			13,551,438			13,528,078			13,500,413			13,414,552
Selected data:
Mortgage loans originated	$	37,190		$	40,426		$	55,066		$	65,105		$	82,458
Residential mortgage loans sold - servicing retained	$	12,523		$	17,768		$	46,209		$	51,414		$	71,596
Residential mortgage loans sold - servicing released		531			—			347			189			—

Total residential mortgage loans sold	$	13,054		$	17,768		$	46,556		$	51,603		$	71,596

Yield on loans sold		4.05	%		3.25	%		3.20	%		2.94	%		3.39	%
Residential mortgage loans serviced for others	$	628,879		$	627,058		$	623,498		$	603,734		$	595,317
Total wealth assets under management, administration, supervision and brokerage ⁽¹⁾	$	7,268,273		$	7,082,926		$	6,854,838		$	6,987,974		$	6,663,212

⁽¹⁾

Brokerage assets represent assets held at a registered broker dealer under a networking agreement.

⁽²⁾

Average tangible equity equals average shareholders’ equity minus average goodwill and average other intangible assets.


	For The Twelve Months Ended December 31,
	2013			2012
Selected ratios (annualized):
Return on average assets		1.23	%		1.15	%
Return on average shareholders’ equity		11.53	%		10.91	%
Return on average tangible equity ⁽¹⁾		15.43	%		14.55	%
Tax-equivalent yield on loans and leases		5.10	%		5.27	%
Tax-equivalent yield on interest-earning assets		4.27	%		4.36	%
Cost of interest-bearing liabilities		0.40	%		0.67	%
Tax-equivalent net interest margin		3.98	%		3.85	%
Selected data:
Residential mortgage loans originated	$	197,787		$	253,725
Residential mortgage loans sold - servicing retained	$	127,914		$	201,352
Residential mortgage loans sold - servicing released		1,067			3,461

Total residential mortgage loans sold	$	128,981		$	204,813

⁽¹⁾

Average tangible equity equals average shareholders’ equity minus average goodwill and average other intangible assets.

Bryn Mawr Bank Corporation

Consolidated Selected Financial Data - (unaudited)

(dollars in thousands, except per share data)


Investment Portfolio - Available for Sale		As of December 31, 2013							As of December 31, 2012
SECURITY DESCRIPTION	Amortized Cost		Fair Value		Net Unrealized Gain / (Loss)			Amortized Cost		Fair Value		Net Unrealized Gain / (Loss)
U.S. Treasury securities	$	102	$	99	$	(3	)	$	—	$	—	$	—
Obligations of the U.S. Government and agencies		71,097		69,568		(1,529	)		73,183		73,872		689
State & political subdivisions		37,140		36,977		(163	)		30,243		30,384		141
Mortgage-backed securities		119,044		119,363		319			128,537		131,826		3,289
Collateralized mortgage obligations		44,463		44,243		(220	)		62,116		62,703		587
Other debt securities		1,900		1,887		(13	)		1,900		1,900		—
Bond mutual funds		11,456		11,457		1			11,456		11,527		71
Investment CDs		—		—		—			2,350		2,364		14
Other investments		1,925		2,214		289			1,962		2,038		76

Total investment portfolio available for sale	$	287,127	$	285,808	$	(1,319	)	$	311,747	$	316,614	$	4,867


Capital Ratios	Regulatory Minimum To Be Well Capitalized			December 31, 2013			September 30, 2013			June 30, 2013			March 31, 2013			December 31, 2012
Bryn Mawr Trust Company
Tier I capital to risk weighted assets (“RWA”)		6.00	%		11.40	%		11.36	%		11.58	%		11.52	%		11.20	%
Total (Tier II) capital to RWA		10.00	%		12.38	%		12.33	%		12.55	%		12.51	%		12.20	%
Tier I leverage ratio		5.00	%		9.14	%		9.22	%		9.07	%		8.70	%		8.84	%
Tangible equity ratio		N/A			8.78	%		8.32	%		8.29	%		8.11	%		7.72	%

Bryn Mawr Bank Corporation
Tier I capital to RWA		6.00	%		11.57	%		11.33	%		11.47	%		11.33	%		11.02	%
Total (Tier II) capital to RWA		10.00	%		12.55	%		12.30	%		12.44	%		12.32	%		12.02	%
Tier I leverage ratio		5.00	%		9.29	%		9.22	%		9.00	%		8.58	%		8.72	%
Tangible equity ratio		N/A			8.92	%		8.30	%		8.21	%		7.98	%		7.60	%

Bryn Mawr Bank Corporation

Quarterly Average Balances and Tax-Equivalent Interest Income and Expense and Tax-Equivalent Yields - (unaudited)


	For The Three Months Ended
	December 31, 2013						September 30, 2013								June 30, 2013								March 31, 2013								December 31, 2012
(dollars in thousands)	Average Balance	Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid
Assets:
Interest-bearing deposits with other banks	$56,569	$	27		0.19	%	$	35,589		$	21		0.23	%	$	59,981		$	41		0.27	%	$	117,372		$	69		0.24	%	$	91,234		$	41		0.18	%
Investment securities - available for sale:
Taxable	271,152		1,127		1.65	%		284,558			988		1.38	%		287,287			846		1.18	%		289,097			889		1.25	%		286,889			897		1.24	%
Tax-exempt	39,031		159		1.62	%		39,860			159		1.58	%		38,442			146		1.52	%		34,150			125		1.48	%		24,483			102		1.66	%

Investment securities - available for sale	310,183		1,286		1.64	%		324,418			1,147		1.40	%		325,729			992		1.22	%		323,247			1,014		1.27	%		311,372			999		1.28	%
Investment securities - trading	2,368		51		8.54	%		2,182			7		1.27	%		2,168			13		2.41	%		1,695			16		3.83	%		1,400			16		4.55	%
Loans and leases *	1,523,605		19,277		5.02	%		1,464,359			18,755		5.08	%		1,428,069			18,277		5.13	%		1,403,683			17,854		5.16	%		1,345,873			17,721		5.24	%

Total interest-earning assets	1,892,725		20,641		4.33	%		1,826,548			19,930		4.33	%		1,815,947			19,323		4.27	%		1,845,997			18,953		4.16	%		1,749,879			18,777		4.27	%
Cash and due from banks	13,132							12,497								12,876								13,287								14,817
Less allowance for loan and lease losses	(15,226)							(14,653	)							(14,625	)							(14,693	)							(14,063	)
Other assets	150,780							151,204								151,933								149,963								147,664

Total assets	$2,041,411						$	1,975,596							$	1,966,131							$	1,994,554							$	1,898,297

Liabilities:
Savings, NOW and market rate deposits	$934,400	$	414		0.18	%	$	944,963		$	419		0.18	%	$	969,654		$	445		0.18	%	$	975,464		$	479		0.20	%	$	890,629		$	557		0.25	%
Wholesale deposits	71,200		85		0.47	%		58,715			55		0.37	%		42,734			44		0.41	%		50,178			54		0.44	%		49,621			58		0.47	%
Time deposits	142,258		151		0.42	%		152,788			165		0.43	%		164,247			205		0.50	%		190,937			242		0.51	%		190,332			290		0.61	%

Total interest-bearing deposits	1,147,858		650		0.22	%		1,156,466			639		0.22	%		1,176,635			694		0.24	%		1,216,579			775		0.26	%		1,130,582			905		0.32	%
Subordinated debentures	—		—		—			—			—		—			—			—		—			—			—		—			7,283			79		4.32	%
Short-term borrowings	25,364		12		0.19	%		14,995			5		0.13	%		13,358			4		0.12	%		11,978			4		0.14	%		13,243			4		0.12	%
Long-term FHLB advances and other borrowings	204,780		738		1.43	%		163,818			643		1.56	%		150,468			596		1.59	%		148,699			667		1.82	%		159,559			798		1.99	%

Total Borrowings	230,144		750		1.29	%		178,813			648		1.44	%		163,826			600		1.47	%		160,677			671		1.69	%		180,085			881		1.95	%
Total interest-bearing liabilities	1,378,002		1,400		0.40	%		1,335,279			1,287		0.38	%		1,340,461			1,294		0.39	%		1,377,256			1,446		0.43	%		1,310,667			1,786		0.54	%
Noninterest-bearing deposits	420,072							402,292								391,387								386,881								359,008
Other liabilities	23,401							24,904								23,617								26,123								27,175

Total noninterest-bearing liabilities	443,473							427,196								415,004								413,004								386,183
Total liabilities	1,821,475							1,762,475								1,755,465								1,790,260								1,696,850
Shareholders’ equity	219,936							213,121								210,666								204,294								201,447

Total liabilities and shareholders’ equity	$2,041,411						$	1,975,596							$	1,966,131							$	1,994,554							$	1,898,297

Interest income to earning assets					4.33	%							4.33	%							4.27	%							4.16	%							4.27	%
Net interest spread					3.93	%							3.95	%							3.88	%							3.73	%							3.73	%
Effect of noninterest-bearing sources					0.10	%							0.10	%							0.10	%							0.12	%							0.13	%

Tax-equivalent net interest income/ margin on earning assets		$	19,241		4.03	%				$	18,643		4.05	%				$	18,029		3.98	%				$	17,507		3.85	%				$	16,991		3.86	%

Tax-equivalent adjustment		$	116		0.02	%				$	110		0.02	%				$	106		0.02	%				$	98		0.03	%				$	96		0.02	%

*	Average loans and leases include portfolio loans and leases, and loans held for sale. Non-accrual loans are also included in the average loan and leases balances.

Bryn Mawr Bank Corporation

Average Balances and Tax-Equivalent Interest Income and Expense and Tax-Equivalent Yields


	For The Twelve Months Ended December 31,
	2013								2012
(dollars in thousands)	Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid			Average Balance			Interest Income/ Expense		Average Rates Earned/ Paid
Assets:
Interest-bearing deposits with other banks	$	67,124			158		0.24	%	$	60,389			126		0.21	%
Investment securities available for sale:															%
Taxable		282,978			3,849		1.36	%		299,598			4,064		1.36	%
Tax-exempt		37,890			588		1.55	%		16,685			298		1.79	%

Investment securities - available for sale		320,868			4,437		1.38	%		316,283			4,362		1.38	%
Investment securities - trading		2,106			73		3.47	%		1,431			37		2.59	%
Loans and leases *		1,455,284			74,180		5.10	%		1,310,883			69,141		5.27	%

Total interest earning assets		1,845,382			78,848		4.27	%		1,688,986			73,666		4.36	%

Cash and due from banks		12,946								12,890
Less allowance for loan and lease losses		(14,800	)							(13,469	)
Other assets		150,972								144,594

Total assets	$	1,994,500							$	1,833,001

Liabilities:
Savings,NOW and market rate deposits	$	955,977		$	1,757		0.18	%	$	828,675		$	2,269		0.27	%
Wholesale deposits		55,774			238		0.43	%		64,071			257		0.40	%
Time deposits		162,397			763		0.47	%		195,778			1,507		0.77	%

Total interest-bearing deposits	$	1,174,148			2,758		0.23	%	$	1,088,524			4,033		0.37	%
Long-term FHLB advances and other borrowings		167,089			2,644		1.58	%		163,888			3,603		2.20	%
Short-term borrowings		16,457			25		0.15	%		13,525			21		0.16	%
Subordinated debt		—			—					18,327			931		5.08	%

Total Borrowings		183,546			2,669		1.45	%		195,740			4,555		2.33	%
Total interest-bearing liabilities		1,357,694			5,427		0.40	%		1,284,264			8,588		0.67	%
Noninterest-bearing deposits		400,254								329,631
Other liabilities		24,502								25,242

Total noninterest-bearing liabilities		424,756								354,873
Total liabilities		1,782,450								1,639,137
Shareholders’ equity		212,050								193,864

Total liabilities and shareholders’ equity	$	1,994,500							$	1,833,001

Interest income to earning assets							4.27	%							4.36	%
Net interest spread							3.87	%							3.69	%
Effect of noninterest-bearing sources							0.11	%							0.16	%

Tax-equivalent net interest income/ margin on earning assets				$	73,421		3.98	%				$	65,078		3.85	%

Tax-equivalent adjustment				$	431		0.02	%				$	343		0.02	%

*	Average loans and leases include portfolio loans and leases, and loans held for sale. Non-accrual loans are also included in the average loan and leases balances.

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