Section 1: DEF 14A (DEFINITIVE PROXY STATEMENT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Bryn Mawr Bank Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Letter to Shareholders
Dear Shareholders and Friends,
I am pleased to report that Bryn Mawr Bank Corporation, and our main subsidiary, The Bryn Mawr Trust Company, had another year of record earnings. Our results were led by strong loan growth, a large increase in wealth services fees, and a healthy net interest margin.
Here are the highlights for 2013:
Net income of $24.4 million was a $3.3 million, or a 15%, increase over 2012. This net income figure includes $1.9 million of pre-tax special “due diligence and merger-related” expenses. Our Return-On-Average-Tangible-Equity, excluding these expenses, remains among the highest in the banking industry.
Diluted earnings per share for 2013 were $1.80, a 12.5% increase over the previous year.
During 2013 we experienced excellent loan growth, especially when compared to many of our peers. Total loans and leases ended the year at $1.55 billion, an improvement of 10.6%. As the economy continues to improve, we look for solid growth in 2014 as well.
Credit quality not only remained strong, but actually improved. Non-performing loans and leases were a mere 0.55% of total assets.
One of our basic strategies for these past five years has been to build our core deposit base. At the end of the year, our non-interest bearing deposits were over 26% of total deposits, one of the highest percentages in the country. In addition, our total cost of funds, which includes wholesale funding, is one of the lowest in the banking industry. We will continue to emphasize true “relationship banking” to maintain and grow these valuable deposits.
Our Wealth Management Group experienced a terrific year with fees increasing over 18% to $35.2 million, due to the addition of many new clients as well as a full year of results for Davidson Trust Company, which we acquired in May 2012. Our trust company in the state of Delaware has really taken off with assets of $1.4 billion, after only five years of operation, and has nice profitability. Total wealth assets under management and supervision for the whole organization reached $7.3 billion at year end.
While we have done five acquisitions in the past number of years, we still remain active in the M&A market and are regularly looking at opportunities. We will, however,
“During 2013 we experienced excellent loan growth, especially when compared to many of our peers.”
TED PETERS
CHAIRMAN & CEO
maintain good discipline and only do transactions that are both accretive to earnings and add strategic value to our franchise. The landscape of banking is littered with the carcasses of serial acquirers who did deals only so they could “grow for growth’s sake”.
As in every year, there are always headwinds. The regulatory burdens imposed by various government agencies have continually increased as we, and other banks, must add more non-revenue producing staff to fulfill requests for added analyses and compliance reports. In addition, low interest rates continue to put pressure on our net interest margin. We do not expect interest rates to start to increase until early 2015. Fortunately, the economy, both regionally and nationally, is showing steady improvement which hopefully will translate into strong loan demand and excellent credit quality.
Lastly, as many of you know, I plan to retire at the end of 2014 from my position as Chairman and CEO of Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company. I will have been blessed to have been here for fourteen years and to have worked with so many wonderful professional bankers and directors. Thank you all!
As always, please do not hesitate to call me if I can help you in any way.
Best wishes,
Ted Peters
Chairman and Chief Executive Officer
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Highlights and Milestones
1889 The Bryn Mawr Trust Company opens for business
1928 Bank moves to current headquarters at 801 Lancaster Avenue
1950 Deposits increase to $18 million
1952 Begins offering personal, auto and home improvement loans
1954 Merges with Bryn Mawr National Bank and deposits reach $32 million
1957 Opens first drive-in teller window
1958 Builds first branch office in Haverford, PA
1973 Bank’s earnings exceed $1 million for the first time
2000 Website www.bmtc.com is launched
2004 – 2009 Bank opens four de novo branches
2008 Establishes The Bryn Mawr Trust Company of Delaware and acquires Lau Associates, a Wilmington, DE
money manager and family office
2009 Acquires First Keystone Bank, Media, PA, which adds 8 branches and $500 million of banking assets
2011 Acquires the Private Wealth Management Group of the Hershey Trust Company
2012 Acquires deposits and loans from First Bank of Delaware and the Davidson Trust, Devon, PA
2013 Assets exceed $2 billion, wealth assets reach $7.3 billion, and has record earnings of $24.4 million
CELEBRATING OUR 125TH ANNIVERSARY
To commemorate 125 years, Bryn Mawr Bank Corporation was invited to ring the closing bell at NASDAQ on March 11, 2014.
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Consolidated Financial Highlights
TOTAL BANK ASSETS
$2,100,000
1,987,500
1,875,000
1,762,500
1,650,000
$1,730,388
$1,773,373
$2,035,885
$2,061,665
2010 2011 2012 2013
TOTAL PORTFOLIO LOANS & LEASES
$1,550,000
1,437,500
1,325,000
1,212,500
1,100,000
$1,196,717
$1,295,392
$1,398,456
$1,547,185
2010 2011 2012 2013
TOTAL DEPOSITS
$1,650,000
1,562,500
1,475,000
1,387,500
1,300,000
$1,341,432
$1,382,369
$1,634,682
$1,591,347
2010 2011 2012 2013
TOTAL WEALTH ASSETS
$7,500,000
6,375,000
5,250,000
4,125,000
3,000,000
$3,412,890
$4,831,631
$6,663,212
$7,268,273
2010 2011 2012 2013
DIVIDENDS DECLARED
$0.700
0.663
0.625
0.587
0.550
$0.56
$0.60
$0.64
$0.69
2010 2011 2012 2013
Dollars in thousands, except per share data
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Corporate Information
CORPORATE HEADQUARTERS Geoffrey L. Halberstadt, Executive Vice President, Chief Risk Officer and
801 Lancaster Ave., Bryn Mawr, PA 19010 • 610-525-1700 • www.bmtc.com Corporate Secretary
Joseph G. Keefer, Executive Vice President and Chief Lending Officer
DIRECTORS
Francis J. Leto, Executive Vice President, General Counsel, Wealth Management Division
Andrea F. Gilbert, President, Bryn Mawr Hospital
J. Duncan Smith, CPA, Executive Vice President and Chief Financial Officer
Donald S. Guthrie, Attorney at Law
Wendell F. Holland, Partner, CFDS Group, LLC WEALTH MANAGEMENT DIVISION
Scott M. Jenkins, President, S. M. Jenkins & Co. 10 South Bryn Mawr Avenue, Bryn Mawr, PA 19010
One East Chocolate Avenue, Hershey, PA 17033
Jerry L. Johnson, Principal, Heffier Claims Group 20 North Waterloo Road, Devon, PA 19333
David E. Lees, Senior Partner, myCIO Wealth Partners, LLC
OTHER SUBSIDIARIES AND FINANCIAL SERVICES
Francis J. Leto, Executive Vice President, General Counsel,
Wealth Management Division BMT Leasing, Inc.
Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
Lynn B. McKee, Executive Vice President, ARAMARK James A. Zelinskie, Jr., President
Britton H. Murdoch, Managing Director, Strattech Partners, LLC BMT Mortgage Company
Frederick C. “Ted” Peters II, Chairman, President & Chief Executive Officer, Division of The Bryn Mawr Trust Company, Bryn Mawr, PA
Bryn Mawr Bank Corporation and The Bryn Mawr Trust Company Myron H. Headen, President
BMT Settlement Services, Inc.
MARKET MAKERS Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
Boenning & Scattergood, Inc. Myron H. Headen, President
Credit Suisse Securities USA The Bryn Mawr Trust Company of Delaware
Deutsche Bank Securities Inc. Subsidiary of Bryn Mawr Bank Corporation, Greenville, DE
Goldman, Sachs & Co. Robert W. Eaddy, President
Janney Montgomery Scott LLC
Keefe, Bruyette & Woods, Inc. Insurance Counsellors of Bryn Mawr, Inc.
Morgan Stanley & Co., Inc. Subsidiary of The Bryn Mawr Trust Company, Bryn Mawr, PA
Sandler O’Neill & Partners, LP Thomas F. Drennan, President
Sterne, Agee & Leach, Inc. Lau Associates LLC
Stifel, Nicolaus & Co. Subsidiary of Bryn Mawr Bank Corporation, Greenville, DE
UBS Securities LLC Judith W. Lau, CFP®, President
For a complete list, visit our website at www.bmtc.com
REGISTRAR & TRANSFER AGENT
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Computershare
KPMG LLP, 1601 Market Street, Philadelphia, PA 19103 PO Box 30170, College Station, TX 77842-3170
LEGAL COUNSEL
Stradley Ronon Stevens & Young, LLP ANNUAL MEETING The Annual Meeting of Shareholders of Bryn Mawr Bank
2005 Market Street, Suite 2600, Philadelphia, PA 19103-7098 Corporation will be held at Saint Davids Golf Club, 845 Radnor Street Road, Wayne, PA
19087, on Wednesday, April 30, 2014, at 11:00 a.m.
BRYN MAWR BANK CORPORATION
STOCK LISTING Bryn Mawr Bank Corporation common stock is listed on the
Frederick C. “Ted” Peters II, Chairman, President & Chief Executive Officer NASDAQ Global Stock Market LLC under the symbol BMTC.
Geoffrey L. Halberstadt, Corporate Secretary
FORM 10-K A copy of the Corporation’s Form 10-K, including financial statement
J. Duncan Smith, CPA, Treasurer and Assistant Secretary schedules as filed with the Securities and Exchange Commission, is available on our
Francis J. Leto, Vice President, General Counsel website, www.bmtc.com, or upon written request to the Corporate Secretary, Bryn
Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010.
PRINCIPAL SUBSIDIARY
EQUAL EMPLOYMENT OPPORTUNITY The Corporation continues its
The Bryn Mawr Trust Company commitment to equal opportunity employment and does not discriminate with
Subsidiary of Bryn Mawr Bank Corporation respect to recruitment, hiring, training, or promotion. It is the policy of the
Corporation to comply voluntarily with the practices of Affirmative Action.
EXECUTIVE MANAGEMENT
This discussion contains forward-looking statements. Please see the section entitled
Frederick C. “Ted” Peters II, Chairman, President & Chief Executive Officer “Special Cautionary Notice Regarding Forward-Looking Statements” in the Annual
Alison E. Gers, Executive Vice President, Retail Banking, Central Sales, Marketing, Report to Shareholders, and the section entitled “Risk Factors” in the Form 10-K
Information Systems, Operations and Human Resources posted on the Corporation’s website for discussions of the risks, uncertainties and
assumptions associated with these statements.
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