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Section 1: 8-K (8-K)

bmtc-20200116
0000802681false00008026812020-01-162020-01-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 8-K
__________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 16, 2020
__________________

Bryn Mawr Bank Corporation
(Exact Name of Registrant as specified in its charter)
__________________

Pennsylvania
001-35746
23-2434506
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
Identification No.)
801 Lancaster Avenue, Bryn Mawr, PA 19010
Registrant's telephone number, including area code: 610-525-1700

None
(Former name or former address, if changed since last report)
__________________

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of classTrading SymbolName of exchange on which registered
Common Stock, $1 par valueBMTCThe NASDAQ Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company      

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
 
On January 16, 2020, Bryn Mawr Bank Corporation (the “Corporation”), the parent of The Bryn Mawr Trust Company, issued a Press Release announcing the results of operations for the quarter ended December 31, 2019. The Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
 
The information furnished in this Item 2.02, including Exhibit 99.1 attached hereto and incorporated by reference herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information, including such Exhibit, shall not be deemed incorporated by reference into any of the Corporation’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

Item 9.01  Financial Statements and Exhibits.
 
(d) Exhibit 99.1 – Press Release announcing the results of operations for the quarter ended December 31, 2019



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 BRYN MAWR BANK CORPORATION 
    
 By:/s/ Michael W. Harrington 
  Michael W. Harrington 
  Chief Financial Officer 
               
 
Date:    January 17, 2020





EXHIBIT INDEX
 
Exhibit 99.1
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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Section 2: EX-99.1 (EX-99.1)

Document

Exhibit 99.1
402323595_bmtclogoa011.jpg
FOR RELEASE: IMMEDIATELYFrank Leto, President, CEO
FOR MORE INFORMATION CONTACT:610-581-4730
Mike Harrington, CFO
610-526-2466

Bryn Mawr Bank Corporation Reports
Fourth Quarter Net Income of $16.4 Million,
Organic Loan Growth of 7.6% over 2018,
Wealth Assets Under Management of $16.6 Billion,
Declares $0.26 Dividend

BRYN MAWR, Pa., January 16, 2020 - Bryn Mawr Bank Corporation (NASDAQ: BMTC) (the “Corporation”), parent of The Bryn Mawr Trust Company (the “Bank”), today reported net income of $16.4 million, or $0.81 diluted earnings per share for the three months ended December 31, 2019, as compared to net income of $16.4 million, or $0.81 diluted earnings per share, for the three months ended September 30, 2019, and $17.1 million, or $0.84 diluted earnings per share, for the three months ended December 31, 2018.

As detailed in the appendix to this earnings release, management calculates core net income, a non-GAAP measure, which excludes income tax charges incurred in connection with the Tax Cuts and Jobs Act, due diligence and merger-related expenses, one-time costs associated with our voluntary Years of Service Incentive Program, and other non-core income and expense items. There were no meaningful non-core income or expense items for the three months ended December 31, 2019, September 30, 2019, or December 31, 2018. A reconciliation of core net income and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.

“We are excited to report a strong conclusion to 2019,” commented Frank Leto, President and Chief Executive Officer. “We believe loan growth of 4.2% over the prior quarter and 7.6% over the prior year, along with strong fee income from both wealth and capital markets are evidence of the continued success of our One BMT market strategy” Mr. Leto continued, “As we look to 2020 and what is shaping up to be a very challenging operating environment, our entire organization is focused on realizing the value of the investments in talent and technology we have made over the last few years to remain a market leader while controlling future increases in expenses until such time as the environment improves,” Mr. Leto concluded.

On January 16, 2020, the Board of Directors of the Corporation declared a quarterly dividend of $0.26 per share, payable March 1, 2020 to shareholders of record as of January 31, 2020.

SIGNIFICANT ITEMS OF NOTE

Results of Operations – Fourth Quarter 2019 Compared to Third Quarter 2019

Net income for the three months ended December 31, 2019 was $16.4 million, relatively unchanged as compared to net income of $16.4 million for the three months ended September 30, 2019. Net interest income for the three months ended December 31, 2019 was $36.0 million, a decrease of $1.4 million over the linked quarter. The provision for loan and lease losses (the “Provision”) for the three months ended December 31, 2019 increased $1.3 million as compared to the third quarter of 2019. Total noninterest income increased $3.8 million, total noninterest expense increased $1.3 million, and income tax expense decreased $200 thousand for the three months ended December 31, 2019, as compared to the three months ended September 30, 2019.


1


Net interest income for the three months ended December 31, 2019 was $36.0 million, a decrease of $1.4 million over the linked quarter. Tax-equivalent net interest income for the three months ended December 31, 2019 was $36.1 million, a decrease of $1.4 million over the linked quarter. Tax-equivalent net interest income for the fourth quarter of 2019 was positively impacted by the accretion of purchase accounting fair value marks of $1.1 million as compared to $1.6 million for the linked quarter. Excluding the effects of these purchase accounting fair value marks, the adjusted tax-equivalent net interest income for the three months ended December 31, 2019 was $35.0 million, a decrease of $931 thousand over the linked quarter. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release. Items contributing to the decrease in tax-equivalent net interest income adjusted for purchase accounting included decreases of $1.8 million and $434 thousand in tax-equivalent interest and fees earned on loans and leases and tax-equivalent interest income on available for sale investment securities, respectively, partially offset by decreases of $853 thousand and $382 thousand in interest paid on deposits and interest expense on short-term borrowings, respectively, for the three months ended December 31, 2019 as compared to the linked quarter ended September 30, 2019.

Tax-equivalent interest and fees earned on loans and leases for the three months ended December 31, 2019 decreased $2.3 million as compared to the linked quarter. The decrease was primarily due to a 35 basis point decrease in tax-equivalent yield on average loans and leases for the three months ended December 31, 2019 as compared to the linked quarter. The decrease in tax-equivalent yield was primarily due to the decreases in prime loan rates observed during the second half of the year driven by the current interest rate environment, which affected new originations and refinancing, as well as existing adjustable rate loans. The effect of the decrease in tax-equivalent yield was partially offset by an increase of $65.7 million in average loans and leases for the three months ended December 31, 2019 as compared to the linked quarter.

Tax-equivalent interest income on available for sale investment securities for the three months ended December 31, 2019 decreased $434 thousand as compared to the linked quarter. Average available for sale investment securities decreased $29.4 million over the linked quarter and experienced an 18 basis point decrease in tax-equivalent yield.

Interest expense on deposits for the three months ended December 31, 2019 decreased $836 thousand over the linked quarter. The decrease was primarily due to a 13 basis point decrease in tax-equivalent yield on average interest-bearing deposits for the three months ended December 31, 2019 as compared to the linked quarter. The effect of the decrease in tax-equivalent yield was partially offset by an increase of $22.8 million in average interest-bearing deposits for the three months ended December 31, 2019 as compared to the linked quarter.

Interest expense on short-term borrowings for the three months ended December 31, 2019 decreased $382 thousand over the linked quarter. Average short-term borrowings decreased $48.3 million coupled with a 38 basis point decrease in the rate paid as compared to the linked quarter.

The tax-equivalent net interest margin was 3.36% for the three months ended December 31, 2019 as compared to 3.54% for the linked quarter. Adjusting for the impact of the accretion of purchase accounting fair value marks, the adjusted tax-equivalent net interest margin was 3.26% for the three months ended December 31, 2019 as compared to 3.39% for the linked quarter. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.

Noninterest income of $23.3 million for the three months ended December 31, 2019 represented a $3.8 million increase over the linked quarter. The increase was primarily due to increases of $3.3 million and $846 thousand in capital markets revenue and fees for wealth management services, respectively. Partially offsetting these increases were decreases of $176 thousand and $121 thousand in insurance commissions and other operating income, respectively. The increase in capital markets revenue was primarily due to increased volume and size of interest rate swap transactions with commercial loan customers for the three months ended December 31, 2019 as compared to the linked quarter.




2


Noninterest expense of $36.4 million for the three months ended December 31, 2019 represented a $1.3 million increase over the linked quarter. Contributing to the increase were increases of $902 thousand, $710 thousand, $273 thousand, $198 thousand, and $140 thousand in salaries and wages, professional fees, other operating expense, occupancy and bank premises expense, and data processing expense, respectively. Partially offsetting these increases were decreases of $603 thousand and $472 thousand in employee benefits and Pennsylvania bank shares tax expense, respectively.

The Provision increased $1.3 million for the three months ended December 31, 2019 to $2.2 million, as compared to $919 thousand for the third quarter of 2019. Net loan and lease charge-offs for the fourth quarter of 2019 totaled $400 thousand as compared to $1.3 million for the third quarter of 2019. The decrease in net charge-offs was largely the result of a $1.1 million recovery, during the fourth quarter of 2019, on a commercial mortgage loan which had been partially charged off in the first quarter of 2019. The effect of the $924 thousand decrease in net charge-offs on a linked quarter basis was partially offset by the increase in Provision recorded for originated loan growth during the fourth quarter of 2019. Originated loans and leases increased by $183.0 million, or 5.8%, during the fourth quarter of 2019, as compared to an increase of $48.9 million, or 1.6%, during the third quarter of 2019.

The effective tax rate for the fourth quarter of 2019 decreased to 20.41% as compared to 21.20% for the third quarter of 2019.

Results of Operations – Fourth Quarter 2019 Compared to Fourth Quarter 2018

Net income for the three months ended December 31, 2019 was $16.4 million, or $0.81 diluted earnings per share, as compared to net income of $17.1 million, or diluted earnings per share of $0.84 for the same period in 2018. Net interest income for the three months ended December 31, 2019 was $36.0 million, a decrease of $2.0 million as compared to the same period in 2018. The Provision for the three months ended December 31, 2019 decreased $137 thousand as compared to the same period in 2018. Total noninterest income increased $5.2 million, total noninterest expense increased $1.6 million, and income tax expense increased $2.5 million for the three months ended December 31, 2019 as compared to the same period in 2018.

Net interest income for the three months ended December 31, 2019 was $36.0 million, a decrease of $2.0 million as compared to the same period in 2018. Tax-equivalent net interest income for the three months ended December 31, 2019 was $36.1 million, a decrease of $2.0 million as compared to the same period in 2018. Tax-equivalent net interest income for the fourth quarter of 2019 was positively impacted by the accretion of purchase accounting fair value marks of $1.1 million as compared to $2.7 million for the same period in 2018. Excluding the effects of these purchase accounting fair value marks, the adjusted tax-equivalent net interest income for the three months ended December 31, 2019 was $35.0 million, a decrease of $406 thousand as compared to the same period in 2018. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release. The decrease in adjustment for purchase accounting was primarily due to an increase of $1.5 million in interest paid on deposits for the three months ended December 31, 2019 as compared to the same period in 2018, partially offset by increases of $517 thousand and $222 thousand in tax-equivalent interest and fees earned on loans and leases and tax-equivalent interest earned on available for sale investment securities, respectively, for the three months ended December 31, 2019 as compared to the same period in 2018.

Tax-equivalent interest and fees earned on loans and leases for the three months ended December 31, 2019 decreased $948 thousand as compared to the same period in 2018. The decrease was primarily due to a 39 basis point decrease in tax-equivalent yield on average loans and leases for the three months ended December 31, 2019 as compared to the same period in 2018. The decrease in tax-equivalent yield was primarily due to the decreases in prime loan rates observed during the second half of the year, driven by the current interest rate environment, which affected yields on new originations and refinancing, as well as existing adjustable rate loans. The effect of the decrease in tax-equivalent yield was partially offset by an increase of $199.1 million in average loans and leases for the three months ended December 31, 2019 as compared to same period in 2018.



3


Tax-equivalent interest income on available for sale investment securities for the three months ended December 31, 2019 increased $222 thousand as compared to the same period in 2018. Average available for sale investment securities increased by $34.9 million and experienced a one basis point tax-equivalent yield increase, in each case as compared to the same period in 2018.

Interest expense on short-term borrowings and long-term FHLB advances for the three months ended December 31, 2019 decreased $126 thousand and $52 thousand, respectively, as compared to the same period in 2018. Average short-term borrowings decreased $6.8 million coupled with a 29 basis point decrease in the rate paid for the three months ended December 31, 2019 as compared to the same period in 2018. Average long-term FHLB advances decreased $13.9 million, offset by a 12 basis point increase in the rate paid for the three months ended December 31, 2019 as compared to the same period in 2018.

Interest expense on deposits for the three months ended December 31, 2019 increased $1.6 million as compared to the same period in 2018. The increase was primarily due to a 16 basis point increase in the rate paid on deposits coupled with a $196.6 million increase in average interest-bearing deposits for the three months ended December 31, 2019 as compared to the same period in 2018.

The tax-equivalent net interest margin was 3.36% for the three months ended December 31, 2019 as compared to 3.79% for the same period in 2018. Adjusting for the impacts of the accretion of purchase accounting fair value marks, the adjusted tax-equivalent net interest margin was 3.26% and 3.52% for three months ended December 31, 2019 and 2018, respectively. The main drivers for the decrease in the adjusted tax-equivalent net interest margin were the rate and volume changes of interest-bearing assets and liabilities as discussed in the above bullet points. A reconciliation of this and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.

Noninterest income of $23.3 million for the three months ended December 31, 2019 represented a $5.2 million increase over the same period in 2018. The increase was primarily due to increases of $4.1 million, $1.1 million, $655 thousand, and $207 thousand in capital markets revenue, other operating income, fees for wealth management services, and insurance commissions, respectively, partially offset by a decrease of $1.0 million in net gain on sale of loans. The increase in capital markets revenue was primarily due to increased volume and size of interest rate swap transactions with commercial loan customers for the three months ended December 31, 2019 as compared to the same period in 2018.

Noninterest expense of $36.4 million for the three months ended December 31, 2019 represented a $1.6 million increase over the same period in 2018. Contributing to the increase were increases of $1.0 million, $746 thousand, $228 thousand, and $177 thousand in other operating expense, salaries and wages, professional fees, and data processing expense, respectively. Partially offsetting these increases were decreases of $332 thousand and $292 thousand in Pennsylvania bank shares tax expense and employee benefits, respectively.

The Provision decreased by $137 thousand for the three months ended December 31, 2019 to $2.2 million, as compared to $2.4 million for the same period in 2018. The decrease in Provision was related to the reduced level of net loan and lease charge-offs during the fourth quarter of 2019, which totaled $400 thousand, as compared to $1.6 million for the same period in 2018. The decrease in net charge-offs on a year-over-year basis was largely the result of a $1.1 million recovery, during the fourth quarter of 2019, on a commercial mortgage loan which had been partially charged off in the first quarter of 2019. The effect of the decreased level of net charge-offs was partially offset by the increase in Provision recorded for originated loan growth during the fourth quarter of 2019. Originated loans and leases increased by $183.0 million, or 5.8%, during the fourth quarter of 2019, as compared to an increase of $133.1 million, or 4.8%, during the same period in 2018.

The effective tax rate for the fourth quarter of 2019 increased as compared to the fourth quarter of 2018. The increase in the effective tax rate was primarily due to a $2.6 million tax benefit recorded in the fourth quarter of 2018 for certain discrete items included on our 2017 tax return which was filed during the fourth quarter of 2018. The effective tax rate for the years ended December 31, 2019 and December 31, 2018, excluding discrete income tax benefits, was 21.06% and 21.66%, respectively.



4


Financial Condition – December 31, 2019 Compared to December 31, 2018

Total assets as of December 31, 2019 were $5.26 billion, an increase of $610.8 million from December 31, 2018. The increase is primarily due to the increases in portfolio loans and leases and available for sale investment securities discussed in the bullet points below, as well as $41.0 million of operating lease right-of-use assets as of December 31, 2019 included on the balance sheet as a result of a required accounting pronouncement adopted in the first quarter of 2019.

Available for sale investment securities as of December 31, 2019 totaled $1.01 billion, an increase of $268.5 million from December 31, 2018. The increase was primarily due to the purchase of $500.0 million of short-term U.S. Treasury securities included on the balance sheet as of December 31, 2019, an increase of $300.0 million as compared to $200.0 million as of December 31, 2018. This increase in U.S. Treasury securities coupled with a $76.1 million increase in mortgage-backed securities, respectively, were partially offset by decreases of $93.8 million, $7.4 million, and $6.0 million in U.S. government and agency securities, collateralized mortgage obligations, and state & political subdivision securities, respectively.

Total portfolio loans and leases of $3.69 billion as of December 31, 2019 increased by $262.2 million from December 31, 2018, an increase of 7.6%. Increases of $256.0 million, $20.5 million, $13.7 million, and $10.3 million in commercial mortgages, leases, commercial and industrial loans, and consumer loans, respectively, were offset by decreases of $21.2 million, $12.7 million, and $4.5 million in construction loans, home equity loans and lines, and residential mortgages, respectively.

The allowance for loan and lease losses (the “Allowance”) as of December 31, 2019 was $22.6 million, or 0.61% of portfolio loans and leases, as compared to $19.4 million, or 0.57% of portfolio loans and leases, as of December 31, 2018. In addition to the ratio of Allowance to portfolio loans and leases, management also calculates two non-GAAP measures: the Allowance for originated loans and leases as a percentage of originated loans and leases, which was 0.68% as of December 31, 2019, as compared to 0.67% as of December 31, 2018, and the Allowance plus the remaining loan mark as a percentage of gross loans, which was 0.91% as of December 31, 2019, as compared to 1.08% as of December 31, 2018. A reconciliation of these and other non-GAAP to GAAP performance measures is included in the appendix to this earnings release.

On January 1, 2020, the Corporation adopted ASU 2016-13 (Topic 326), Measurement of Credit Losses on Financial Instruments, or “CECL.” Management is finalizing certain key assumptions to be used in our CECL model and methodologies, however we expect an initial increase to the allowance for credit losses for loans and leases (“ACL”) not to exceed 130% of the December 31, 2019 Allowance, or an incremental increase to the December 31, 2019 Allowance of approximately $6.8 million. When finalized, this one-time increase to the ACL as a result of the adoption of the CECL model will be recorded, net of tax, as an adjustment to retained earnings effective January 1, 2020. This estimate is subject to change based on continuing refinement and validation of the model and methodologies as well as changes in forecasted macroeconomic conditions. Ongoing impacts of the CECL methodology will be dependent upon changes in economic conditions and forecasts, originated and acquired loan and lease portfolio composition, portfolio duration, and other factors.

Deposits of $3.84 billion as of December 31, 2019 increased $243.2 million from December 31, 2018. Increases of $280.2 million, $243.8 million, and $122.8 million in interest-bearing demand accounts, money market accounts, and wholesale non-maturity deposits, respectively, were offset by decreases of $236.0 million, $137.6 million, $26.6 million, and $3.4 million in wholesale time deposits, retail time deposits, savings accounts, and noninterest bearing deposits, respectively.

Borrowings of $665.9 million as of December 31, 2019, which include short-term borrowings, long-term FHLB advances, subordinated notes and junior subordinated debentures increased $238.1 million from December 31, 2018, primarily due to an increase of $240.9 million in short-term borrowings.

Wealth assets under management, administration, supervision and brokerage (“wealth assets”) totaled $16.55 billion as of December 31, 2019, an increase of $3.12 billion from December 31, 2018. Wealth assets consisted of $9.57 billion of wealth assets where fees are set at fixed amounts and $6.98 billion of wealth assets where fees are predominantly determined based on the market value of the assets held in their accounts as of December 31, 2019, an increase of $1.91 billion and $1.21 billion, respectively, from December 31, 2018.

5


The capital ratios for the Bank and the Corporation, as of December 31, 2019, as shown in the attached tables, indicate regulatory capital levels in excess of the regulatory minimums and the levels necessary for the Bank to be considered “well capitalized.”


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,” “indicate,” “estimate,” “target,” “potentially,” “promising,” “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 or or accounting standards, including ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments,” commonly referenced as the Current Expected Credit Loss (“CECL”) model, which will change how we estimate credit losses and may increase the required level of our allowance for credit losses after adoption on January 1, 2020; unanticipated regulatory or legal proceedings, outcomes of litigation or other contingencies; cybersecurity events; 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; uncertainty regarding the future of LIBOR; 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 updated by our quarterly or other reports subsequently filed with the U.S. Securities and Exchange Commission.

# # # #

6

Bryn Mawr Bank Corporation
Summary Financial Information (unaudited)
(dollars in thousands, except per share data)

 As of or For the Three Months EndedFor the Twelve Months Ended
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
Consolidated Balance Sheet (selected items)
Interest-bearing deposits with banks$42,328  $86,158  $49,643  $29,449  $34,357  
Investment securities1,027,182  625,452  606,844  578,629  753,628  
Loans held for sale4,249  5,767  6,333  2,884  1,749  
Portfolio loans and leases3,689,313  3,540,747  3,534,665  3,523,514  3,427,154  
Allowance for loan and lease losses ("ALLL")(22,602) (20,777) (21,182) (20,616) (19,426) 
Goodwill and other intangible assets203,143  204,096  205,050  206,006  207,467  
Total assets5,263,259  4,828,641  4,736,565  4,631,993  4,652,485  
Deposits - interest-bearing2,944,072  2,794,079  2,691,502  2,755,307  2,697,468  
Deposits - non-interest-bearing898,173  904,409  940,911  882,310  901,619  
Short-term borrowings493,219  203,471  207,828  124,214  252,367  
Long-term FHLB advances52,269  44,735  47,941  55,407  55,374  
Subordinated notes98,705  98,660  98,616  98,571  98,526  
Jr. subordinated debentures21,753  21,709  21,665  21,622  21,580  
Total liabilities4,651,032  4,227,706  4,146,410  4,056,886  4,087,781  
Total shareholders' equity612,227  600,935  590,155  575,107  564,704  
Average Balance Sheet (selected items)
Interest-bearing deposits with banks66,060  48,597  37,843  32,742  38,957  46,408  37,550  
Investment securities593,289  622,336  587,518  569,915  554,265  593,409  546,549  
Loans held for sale4,160  4,375  3,353  1,214  2,005  3,286  3,551  
Portfolio loans and leases3,594,449  3,528,548  3,520,866  3,476,525  3,397,479  3,530,416  3,352,744  
Total interest-earning assets4,257,958  4,203,856  4,149,580  4,080,396  3,992,706  4,173,519  3,940,394  
Goodwill and intangible assets203,663  204,637  205,593  206,716  207,893  205,143  207,343  
Total assets4,775,407  4,760,074  4,651,625  4,545,129  4,413,000  4,683,901  4,352,122  
Deposits - interest-bearing2,799,050  2,776,226  2,794,854  2,674,194  2,602,412  2,761,463  2,506,557  
Short-term borrowings121,612  169,985  68,529  157,652  128,429  129,457  178,582  
Long-term FHLB advances53,443  45,698  52,397  55,385  67,363  51,709  93,503  
Subordinated notes98,681  98,634  98,587  98,542  98,497  98,612  98,462  
Jr. subordinated debentures21,726  21,680  21,637  21,595  21,553  21,660  21,491  
Total interest-bearing liabilities3,094,512  3,112,223  3,036,004  3,007,368  2,918,254  3,062,901  2,898,595  
Total liabilities4,168,899  4,164,763  4,070,160  3,973,043  3,856,694  4,094,946  3,810,537  
Total shareholders' equity606,508  595,311  581,465  572,086  556,306  588,955  541,585  

7

Bryn Mawr Bank Corporation
Summary Financial Information (unaudited)
(dollars in thousands, except per share data)
 As of or For the Three Months EndedFor the Twelve Months Ended
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
Income Statement
Net interest income$35,985  $37,398  $36,611  $37,647  $37,987  $147,641  $149,471  
Provision for loan and lease losses2,225  919  1,627  3,736  2,362  8,507  7,193  
Noninterest income23,255  19,455  20,221  19,253  18,097  82,184  75,982  
Noninterest expense36,430  35,173  35,188  39,724  34,845  146,515  140,303  
Income tax expense4,202  4,402  4,239  2,764  1,746  15,607  14,165  
Net income16,383  16,359  15,778  10,676  17,131  59,196  63,792  
Net loss attributable to noncontrolling interest(1) (1) (7) (1) (5) (10) —  
Net income attributable to Bryn Mawr Bank Corporation16,384  16,360  15,785  10,677  17,136  59,206  63,792  
Basic earnings per share0.81  0.81  0.78  0.53  0.85  2.94  3.15  
Diluted earnings per share0.81  0.81  0.78  0.53  0.84  2.93  3.13  
Net income (core) (1)
16,384  16,360  15,785  14,230  17,167  62,759  70,620  
Basic earnings per share (core) (1)
0.81  0.81  0.78  0.71  0.85  3.12  3.49  
Diluted earnings per share (core) (1)
0.81  0.81  0.78  0.70  0.84  3.10  3.46  
Dividends paid or accrued per share0.26  0.26  0.26  0.25  0.25  1.03  0.94  
Profitability Indicators
Return on average assets1.36 %1.36 %1.36 %0.95 %1.54 %1.26 %1.47 %
Return on average equity10.72 %10.90 %10.89 %7.57 %12.22 %10.05 %11.78 %
Return on tangible equity(1)
16.85 %17.35 %17.62 %12.65 %20.37 %16.18 %19.91 %
Return on tangible equity (core)(1)
16.85 %17.35 %17.62 %16.59 %20.40 %17.10 %21.95 %
Return on average assets (core)(1)
1.36 %1.36 %1.36 %1.27 %1.54 %1.34 %1.62 %
Return on average equity (core)(1)
10.72 %10.90 %10.89 %10.09 %12.24 %10.66 %13.04 %
Tax-equivalent net interest margin3.36 %3.54 %3.55 %3.75 %3.79 %3.55 %3.80 %
Efficiency ratio(1)
59.89 %60.19 %60.23 %60.26 %60.35 %60.14 %57.17 %
Share Data
Closing share price$41.24  $36.51  $37.32  $36.13  $34.40  
Book value per common share$30.42  $29.86  $29.31  $28.52  $28.01  
Tangible book value per common share$20.36  $19.75  $19.16  $18.34  $17.75  
Price / book value135.57 %122.27 %127.33 %126.68 %122.81 %
Price / tangible book value202.55 %184.86 %194.78 %197.00 %193.80 %
Weighted average diluted shares outstanding20,213,008  20,208,630  20,244,409  20,271,661  20,321,283  20,233,371  20,390,167  
Shares outstanding, end of period20,126,296  20,124,193  20,131,854  20,167,729  20,163,816  
Wealth Management Information:
Wealth assets under mgmt, administration, supervision and brokerage (2)
$16,548,060  $15,609,786  $14,815,298  $14,736,512  $13,429,544  
Fees for wealth management services$11,672  $10,826  $11,510  $10,392  $11,017  






8

Bryn Mawr Bank Corporation
Summary Financial Information (unaudited)
(dollars in thousands, except per share data)
 As of or For the Three Months EndedFor the Twelve Months Ended
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
December 31,
2019
December 31,
2018
Capital Ratios(3)
Bryn Mawr Trust Company ("BMTC")
Tier I capital to risk weighted assets ("RWA")11.48 %12.17 %11.83 %11.30 %11.42 %
Total capital to RWA12.09 %12.75 %12.42 %11.87 %11.99 %
Tier I leverage ratio9.37 %9.75 %9.61 %9.48 %9.48 %
Tangible equity ratio (1)
8.58 %9.75 %9.58 %9.34 %8.95 %
Common equity Tier I capital to RWA11.48 %12.17 %11.83 %11.30 %11.42 %
Bryn Mawr Bank Corporation ("BMBC")
Tier I capital to RWA11.43 %11.33 %11.12 %10.72 %10.92 %
Total capital to RWA14.70 %14.61 %14.44 %14.00 %14.30 %
Tier I leverage ratio9.33 %9.07 %9.04 %8.99 %9.06 %
Tangible equity ratio (1)
8.10 %8.60 %8.51 %8.35 %8.05 %
Common equity Tier I capital to RWA10.87 %10.75 %10.54 %10.14 %10.32 %
Asset Quality Indicators
Net loan and lease charge-offs ("NCO"s)$400  $1,324  $1,061  $2,546  $1,620  $5,331  $5,292  
Nonperforming loans and leases ("NPL"s)$10,648  $14,119  $12,179  $19,283  $12,820  
Other real estate owned ("OREO")—  72  155  84  417  
Total nonperforming assets ("NPA"s)$10,648  $14,191  $12,334  $19,367  $13,237  
Nonperforming loans and leases 30 or more days past due$6,314  $4,940  $8,224  $8,489  $7,765  
Performing loans and leases 30 to 89 days past due7,196  5,273  9,466  6,432  5,464  
Performing loans and leases 90 or more days past due—  —  —  —  —  
Total delinquent loans and leases$13,510  $10,213  $17,690  $14,921  $13,229  
Delinquent loans and leases to total loans and leases0.37 %0.29 %0.50 %0.42 %0.39 %
Delinquent performing loans and leases to total loans and leases0.19 %0.15 %0.27 %0.18 %0.16 %
NCOs / average loans and leases (annualized)0.04 %0.15 %0.12 %0.30 %0.19 %0.15 %0.16 %
NPLs / total portfolio loans and leases0.29 %0.40 %0.34 %0.55 %0.37 %
NPAs / total loans and leases and OREO0.29 %0.40 %0.35 %0.55 %0.39 %
NPAs / total assets0.20 %0.29 %0.26 %0.42 %0.28 %
ALLL / NPLs212.27 %147.16 %173.92 %106.91 %151.53 %
ALLL / portfolio loans0.61 %0.59 %0.60 %0.59 %0.57 %
ALLL for originated loans and leases / Originated loans and leases (1)
0.68 %0.66 %0.68 %0.68 %0.67 %
(Total ALLL + Loan mark) / Total Gross portfolio loans and leases (1)
0.91 %0.92 %1.00 %1.03 %1.08 %
Troubled debt restructurings ("TDR"s) included in NPLs$3,018  $5,755  $4,190  $4,057  $1,217  
TDRs in compliance with modified terms5,071  5,069  5,141  5,149  9,745  
Total TDRs$8,089  $10,824  $9,331  $9,206  $10,962  
(1)Non-GAAP measure - see Appendix for Non-GAAP to GAAP reconciliation.
(2)Brokerage assets represent assets held at a registered broker dealer under a clearing agreement.
(3)Capital Ratios for the current quarter are to be considered preliminary until the Call Reports are filed.

9

Bryn Mawr Bank Corporation
Detailed Balance Sheets (unaudited)
(dollars in thousands)
December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
Assets
Cash and due from banks$11,603  $8,582  $13,742  $13,656  $14,099  
Interest-bearing deposits with banks42,328  86,158  49,643  29,449  34,357  
  Cash and cash equivalents53,931  94,740  63,385  43,105  48,456  
Investment securities, available for sale1,005,984  604,181  588,119  559,983  737,442  
Investment securities, held to maturity12,577  12,947  10,209  10,457  8,684  
Investment securities, trading8,621  8,324  8,516  8,189  7,502  
Loans held for sale4,249  5,767  6,333  2,884  1,749  
Portfolio loans and leases, originated3,320,816  3,137,769  3,088,849  3,032,270  2,885,251  
Portfolio loans and leases, acquired368,497  402,978  445,816  491,244  541,903  
  Total portfolio loans and leases3,689,313  3,540,747  3,534,665  3,523,514  3,427,154  
Less: Allowance for losses on originated loan and leases(22,526) (20,675) (21,076) (20,519) (19,329) 
Less: Allowance for losses on acquired loan and leases(76) (102) (106) (97) (97) 
  Total allowance for loan and lease losses(22,602) (20,777) (21,182) (20,616) (19,426) 
    Net portfolio loans and leases3,666,711  3,519,970  3,513,483  3,502,898  3,407,728  
Premises and equipment64,965  66,439  68,092  67,279  65,648  
Operating lease right-of-use assets40,961  42,200  43,116  43,985  —  
Accrued interest receivable12,482  12,746  13,312  13,123  12,585  
Mortgage servicing rights4,450  4,580  4,744  4,910  5,047  
Bank owned life insurance59,079  58,749  58,437  58,138  57,844  
Federal Home Loan Bank ("FHLB") stock23,744  16,148  14,677  10,526  14,530  
Goodwill184,012  184,012  184,012  184,012  184,012  
Intangible assets19,131  20,084  21,038  21,994  23,455  
Other investments16,683  16,683  16,517  16,526  16,526  
Other assets85,679  161,071  122,575  83,984  61,277  
      Total assets$5,263,259  $4,828,641  $4,736,565  $4,631,993  $4,652,485  
Liabilities
Deposits
  Noninterest-bearing$898,173  $904,409  $940,911  $882,310  $901,619  
  Interest-bearing2,944,072  2,794,079  2,691,502  2,755,307  2,697,468  
    Total deposits3,842,245  3,698,488  3,632,413  3,637,617  3,599,087  
Short-term borrowings493,219  203,471  207,828  124,214  252,367  
Long-term FHLB advances52,269  44,735  47,941  55,407  55,374  
Subordinated notes98,705  98,660  98,616  98,571  98,526  
Jr. subordinated debentures21,753  21,709  21,665  21,622  21,580  
Operating lease liabilities45,258  46,506  47,393  48,224  —  
Accrued interest payable6,248  9,015  8,244  8,674  6,652  
Other liabilities91,335  105,122  82,310  62,557  54,195  
      Total liabilities4,651,032  4,227,706  4,146,410  4,056,886  4,087,781  
Shareholders' equity
Common stock24,650  24,646  24,583  24,577  24,545  
Paid-in capital in excess of par value378,606  377,806  376,652  375,655  374,010  
Less: common stock held in treasury, at cost(81,174) (81,089) (78,583) (76,974) (75,883) 
Accumulated other comprehensive income (loss), net of tax2,187  2,698  1,700  (3,278) (7,513) 
Retained earnings288,653  277,568  266,496  255,813  250,230  
    Total Bryn Mawr Bank Corporation shareholders' equity612,922  601,629  590,848  575,793  565,389  
Noncontrolling interest(695) (694) (693) (686) (685) 
    Total shareholders' equity612,227  600,935  590,155  575,107  564,704  
      Total liabilities and shareholders' equity$5,263,259  $4,828,641  $4,736,565  $4,631,993  $4,652,485  


10

Bryn Mawr Bank Corporation
Supplemental Balance Sheet Information (unaudited)
(dollars in thousands)
 Portfolio Loans and Leases as of
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
Commercial mortgages$1,913,430  $1,762,382  $1,755,798  $1,746,695  $1,657,436  
Home equity loans and lines194,640  198,030  203,852  204,791  207,351  
Residential mortgages489,903  505,304  506,093  502,379  494,355  
Construction159,867  151,593  152,554  159,761  181,078  
  Total real estate loans2,757,840  2,617,309  2,618,297  2,613,626  2,540,220  
Commercial & Industrial709,257  709,808  704,167  705,701  695,584  
Consumer57,138  50,481  49,335  47,821  46,814  
Leases165,078  163,149  162,866  156,366  144,536  
  Total non-real estate loans and leases931,473  923,438  916,368  909,888  886,934  
    Total portfolio loans and leases$3,689,313  $3,540,747  $3,534,665  $3,523,514  $3,427,154  

 Nonperforming Loans and Leases as of
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
Commercial mortgages$4,270  $7,819  $6,072  $5,558  $2,568  
Home equity loans and lines779  790  49  6,904  3,616  
Residential mortgages318  301  701  2,863  3,452  
Construction—  —  —  —  —  
  Total nonperforming real estate loans5,367  8,910  6,822  15,325  9,636  
Commercial & Industrial4,337  4,141  4,495  2,965  2,101  
Consumer61  75  60  80  108  
Leases883  993  802  913  975  
  Total nonperforming non-real estate loans and leases5,281  5,209  5,357  3,958  3,184  
    Total nonperforming portfolio loans and leases$10,648  $14,119  $12,179  $19,283  $12,820  

 Net Loan and Lease Charge-Offs (Recoveries) for the Three Months Ended
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
Commercial mortgage$(781) $656  $(3) $1,373  $249  
Home equity loans and lines33  (22) 180  46  107  
Residential95  (7) 339  329  304  
Construction(1) (1) (1) (1) —  
  Total net charge-offs of real estate loans(654) 626  515  1,747  660  
Commercial & Industrial248   (18) 391  298  
Consumer223  181  119  94  147  
Leases583  509  445  314  515  
  Total net charge-offs of non-real estate loans and leases1,054  698  546  799  960  
    Total net charge-offs$400  $1,324  $1,061  $2,546  $1,620  

11

Bryn Mawr Bank Corporation
Supplemental Balance Sheet Information (unaudited)
(dollars in thousands)
 Investment Securities Available for Sale, at Fair Value
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
U.S. Treasury securities $500,101  $101  $101  $100  $200,013  
Obligations of the U.S. Government and agencies 102,020  172,753  192,799  186,746  195,855  
State & political subdivisions - tax-free5,379  6,327  6,700  8,468  11,162  
State & political subdivisions - taxable—  —  170  170  170  
Mortgage-backed securities366,002  388,891  348,975  322,913  289,890  
Collateralized mortgage obligations31,832  35,459  38,724  40,486  39,252  
Other debt securities650  650  650  1,100  1,100  
  Total investment securities available for sale, at fair value$1,005,984  $604,181  $588,119  $559,983  $737,442  

 Unrealized Gain (Loss) on Investment Securities Available for Sale
 December 31,
2019
September 30,
2019
June 30,
2019
March 31,
2019
December 31,
2018
U.S. Treasury securities $35  $ $ $—  $(13) 
Obligations of the U.S. Government and agencies (159) 188  275  (1,334) (2,749) 
State & political subdivisions - tax-free13    (5) (39) 
State & political subdivisions - taxable—  —  —  —  (1) 
Mortgage-backed securities5,025  4,605  3,364  (696) </