BRYN MAWR BANK CORP (Form: 8-K, Received: 10/23/2014 17:15:49)

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): October 23, 2014

Bryn Mawr Bank Corporation

(Exact Name of Registrant as specified in its charter)

Pennsylvania

001-35746

23-2434506

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer
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):

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

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

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

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

Item

1.01 Entry into a Material Definitive Agreement

On October 23, 2014, Bryn Mawr Bank Corporation (the “ Corporation ”) entered into a definitive Amendment (the “ Amendment ”) to that certain Agreement and Plan of Merger, dated as of May 5, 2014 (the “ Agreement ”), between the Corporation and Continental Bank Holdings, Inc. (“ CBH ”).

In order to achieve certain administrative efficiencies, the parties agreed in the Amendment for the closing of the merger under the Agreement to occur no earlier than January 1, 2015, and to extend to January 5, 2015 the initial date at which, if the merger of CBH with and into the Corporation pursuant to the Agreement, as amended, has not closed, either the Corporation or CBH may terminate the Agreement. No other terms of the Agreement have changed as a result of the Amendment.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 2.1 hereto and incorporated herein by reference in its entirety.

IMPORTANT INFORMATION REGARDING THE CONTINENTAL MERGER

The Corporation has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 concerning the Merger (SEC File No. 333-196916). The Registration Statement, which includes a prospectus for the offer and sale of the Corporation’s common stock to CBH’s shareholders as well as a proxy statement for each of the Corporation and CBH for the solicitation of proxies with respect to approval of the Merger, was declared effective by the SEC on July 31, 2014 and the definitive combine prospectus and proxy statement was subsequently sent to shareholders of the Corporation and CBH. The Merger was approved by shareholders of the Corporation at a special meeting of the Corporation’s shareholders held on September 23, 2014 and by shareholders of CBH at a special meeting of CBH’s shareholders on September 16, 2014. The combined prospectus and proxy statement and other documents filed by the Corporation with the SEC contain important information about the Corporation, CBH and the Merger. We urge investors and each of the Corporation’s and CBH’s shareholders to read carefully the combined prospectus and proxy statement and other documents filed with the SEC, including any amendments or supplements also filed with the SEC. Investors and shareholders may obtain a free copy of the combined prospectus and proxy statement – along with other filings containing information about the Corporation – at the SEC’s website at http://www.sec.gov . Copies of the combined prospectus and proxy statement, and the filings with the SEC incorporated by reference in the combined prospectus and proxy statement, can also be obtained free of charge by directing a request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010, attention: Geoffrey L. Halberstadt, Secretary, telephone (610) 581-4873.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 2.02.

Disclosure of Results of Operations and Financial Condition.

On October 23, 2014, 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 September 30, 2014. The Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibit attached hereto and incorporated by reference into Item 2.02 hereof, shall not be deemed “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 the exhibit attached hereto, 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 7.01.

Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the script for the Corporation’s October 24, 2014 earnings conference call.

The information contained in such Exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01.

Other Events.

The Corporation’s previously announced acquisition of Continental Bank Holdings, Inc. (“CBH”) is expected to close during the first quarter of 2015.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 2.1	–	Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, between Bryn Mawr Bank Corporation and Continental Bank Holdings, Inc.

Exhibit 99.1	–	Press Release announcing the results of operations for the quarter ended September 30, 2014

Exhibit 99.2	–	Script for October 24, 2014 earnings conference call

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/ Frederick C. Peters II
		Frederick C. Peters II, Chairman and Chief Executive Officer

Date: October 23, 2014

EXHIBIT INDEX



Exhibit 2.1	–	Amendment to Agreement and Plan of Merger, dated as of October 23, 2014, between the Bryn Mawr Bank Corporation and Continental Bank Holdings, Inc.

Exhibit 99.1	–	Press Release announcing the results of operations for the quarter ended September 30, 2014

Exhibit 99.2	–	Script for October 24, 2014 earnings conference call

Exhibit 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (“ Amendment ”), dated as of October 23, 2014, is by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (“ BMBC ”), and Continental Bank Holdings, Inc., a Pennsylvania corporation (“ CBH ”).

WHEREAS , BMBC and CBH entered into a certain Agreement and Plan of Merger dated as of May 5, 2014 (the “ Agreement ”); and

WHEREAS , in order to achieve certain administrative efficiencies, BMBC has requested and CBH has agreed to amend the Agreement to provide that the Closing will not occur earlier than January 1, 2015, and that the term “Termination Date” be redefined as January 5, 2015.

NOW, THEREFORE , in consideration of the agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. The definition of “Termination Date” in Section 1.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Termination Date” shall mean January 5, 2015.

2. Section 2.2 of the Agreement is hereby amended and restated in its entirety to read as follows:

2.2. Effective Time.

The closing (“ Closing ”) shall occur no later than the close of business on the twentieth calendar day following the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in Article IX (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by applicable law) waiver of those conditions), or such other date that may be agreed to in writing by the parties, provided however, that in no event shall the Closing occur prior to January 1, 2015. The Merger shall be effected by the filing of Articles of Merger with the Pennsylvania Department of State on the day of the Closing (the “ Closing Date ”), in accordance with the PBCL. The “ Effective Time ” shall mean the date and time upon which the Articles of Merger are filed with the Department of State of the Commonwealth of Pennsylvania, or as otherwise stated in the Articles of Merger, in accordance with the PBCL. The parties shall use their commercially reasonable efforts to effect the Closing on January 1, 2015 or as soon as possible thereafter.

3. Except as set forth in this Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full force and effect. This Amendment shall be governed by the provisions of the Agreement, as amended by this Amendment, which provisions are incorporated herein by reference. This Amendment shall become effective upon its execution, which may occur in one or more counterparts and by electronic or facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Signature Page Follows

IN WITNESS WHEREOF, BMBC and CBH have caused this Amendment to be executed by their duly authorized officers as of the date first set forth above.


BRYN MAWR BANK CORPORATION

By:		/s/ Francis J. Leto
Name:		Francis J. Leto
Title:		President and Chief Operating Officer

CONTINENTAL BANK HOLDINGS, INC.

By:		/s/ H. Wayne Griest
Name:		H. Wayne Griest
Title:		President and Chief Executive Officer

Exhibit 99.1

LOGO

Bryn Mawr Bank Corporation


FOR RELEASE: IMMEDIATELY		Ted Peters, Chairman, CEO
FOR MORE INFORMATION CONTACT:		610-581-4800
		Frank Leto, President, COO
		610-581-4730
		J. Duncan Smith, CFO
		610-526-2466

Bryn Mawr Bank Corporation Reports Earnings of $6.5 Million,

Declares Dividend of $0.19, Shareholders Approve Continental Merger

BRYN MAWR, Pa., October 23, 2014 - 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 September 30, 2014, as compared to net income of $6.4 million and diluted earnings per share of $0.47 for the same period in 2013. Net income for the three months ended September 30, 2014 included pre-tax due diligence and merger-related expenses of $775 thousand as compared to $328 thousand for the same period in 2013.

Significant factors contributing to the results for the three months ended September 30, 2014, as compared to the same period in 2013, included increases in net interest income and wealth management revenues, along with a decrease in provision for loan and lease losses between periods. These improvements were largely offset by an increase in the due diligence and merger-related expenses.

“We are pleased with our continued strong financial results,” commented Ted Peters, Chairman and Chief Executive Officer. “Our credit quality remains excellent and loan growth continues to be healthy. We are looking forward to a solid fourth quarter and another record year of earnings,” he added.

The pending merger with Continental Bank Holdings, Inc. (“CBH”), which has received the necessary regulatory approvals and which recently received shareholder approval from both institutions, is progressing as planned. Frank Leto, President and Chief Operating Officer commented, “As the CBH merger approaches its completion, we are very proud of all the long hours and hard work put in by the teams from both organizations and look forward to a successful integration of the institutions.”

On October 23, 2014, the Board of Directors of the Corporation declared a quarterly dividend of $0.19 per share, payable December 1, 2014 to shareholders of record as of November 4, 2014.

SIGNIFICANT ITEMS OF NOTE

Results of Operations – 3rd Quarter 2014 Compared to 3rd Quarter 2013

•

Net income of $6.5 million for the three months ended September 30, 2014 increased $105 thousand, or 1.6%, from $6.4 million for the same period in 2013.

•

Net interest income for the three months ended September 30, 2014 was $19.2 million, an increase of $643 thousand, or 3.5%, from $18.5 million for the same period in 2013. The increase in net interest income between the periods was largely the result of a $165.9 million, or 11.3%, increase in average portfolio loans for the three months ended September 30, 2014 as compared to the same period in 2013. Partially offsetting this loan growth was a decrease in average available for sale investment securities of $58.9 million for the three months ended September 30, 2014 as compared to the same period in 2013. In addition to the decrease in the investment portfolio, average long-term borrowings increased by $71.3 million, or 43.5% for the three months ended September 30, 2014 as compared to the same period in 2013. Cash flows from available for sale investment securities and long-term FHLB advances were utilized to fund the loan growth between the periods.

•

on portfolio loans was related to the impact of fair value accounting for acquired loans which increased the tax-equivalent yield on loans during the three months ended September 30, 2014 by 12 basis points, as compared to a 23 basis point increase for the same period in 2013. Lessening the impact of these unfavorable yield and rate changes was a $151.1 million increase in average interest-earning assets offset by a $99.4 million increase in interest-bearing liabilities for the three months ended September 30, 2014 as compared to the same period in 2013.

•

Non-interest income for the three months ended September 30, 2014 increased $156 thousand as compared to the same period in 2013. A $464 thousand increase in wealth management revenue during the three months ended September 30, 2014 was partially offset by decreases of $138 thousand in net gain on sale of residential mortgage loans and $112 thousand in other operating income. Wealth Management Division assets under management, administration, supervision and brokerage as of September 30, 2014 were $7.6 billion, an increase of $498 million, or 7.0%, from September 30, 2013. 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 September 30, 2014 increased $638 thousand, to $20.0 million, as compared to $19.3 million for the same period in 2013. Largely contributing to the increase was a $447 thousand increase in due diligence and merger-related expenses related to the pending completion of the merger with CBH. In addition to the increase in merger costs, increases in occupancy expenses were largely offset by decreases in employee benefits and other operating expenses.

•

Nonperforming loans and leases of $8.3 million as of September 30, 2014 were 0.51% of total portfolio loans and leases, as compared to $10.6 million, or 0.71% of total portfolio loans and leases as of September 30, 2013. For the three months ended September 30, 2014, the Corporation recorded net loan and lease charge-offs of $421 thousand, as compared to $376 thousand for the same period in 2013. The provision for loan and lease losses for the three month periods ended September 30, 2014 was $550 thousand, as compared to $959 thousand for the same period in 2013.

Results of Operations – 3rd Quarter 2014 Compared to the 2nd Quarter 2014

•

Net income of $6.5 million for the three months ended September 30, 2014 decreased $1.1 million, or 14.4%, from $7.6 million for the three months ended June 30, 2014.

•

Net interest income for the three months ended September 30, 2014 was $19.2 million, a decrease of $266 thousand, or 1.4%, from $19.4 million for the three months ended June 30, 2014. A $31.1 million increase in average interest-earning assets was partially offset by an $11.9 million increase in average interest-bearing liabilities between periods. However, the yield earned in interest-earning assets declined by 16 basis points between periods, which caused the decrease in net interest income.

•

The tax-equivalent net interest margin of 3.87% for the three months ended September 30, 2014 was a 16 basis point decrease from 4.03% for the three months ended June 30, 2014. The majority of this decline was related to the 19 basis point decrease in yield earned on portfolio loans. The decline in yield on portfolio loans was related to the impact of fair value accounting for acquired loans which increased the tax-equivalent yield on loans during the three months ended September 30, 2014 by 12 basis points, as compared to a 24 basis point increase for the three months ended June 30, 2014.

•

Non-interest income for the three months ended September 30, 2014 decreased $1.2 million as compared to the three months ended June 30, 2014. Contributing to this decrease between periods was a $400 thousand decrease in wealth management revenue, a $269 thousand decrease in gain on sale of other real estate owned (“OREO”) and a $375 thousand decrease in other operating income. Wealth management revenue during the three months ended June 30, 2014 included fees related to tax work performed during the federal tax filing period. This work was not repeated during the three months ended September 30, 2014. During the three months ended September 30, 2014, the Corporation recorded a net loss on sale of OREO of $49 thousand as compared to a net gain on sale of

$220 thousand for the three months ended June 30, 2014. Other operating income was reduced by $86 thousand in losses recorded on trading securities during the three months ended September 30, 2014, as compared to a gain of $148 thousand recorded during three months ended June 30, 2014. The Corporation’s trading portfolio is wholly comprised of assets held for certain deferred compensation trusts, whose changes in market value are offset by corresponding charges or credits to deferred compensation expense.

•

Non-interest expense for the three months ended September 30, 2014 decreased $665 thousand, to $20.0 million, as compared to $20.6 million for the three months ended June 30, 2014. The decrease between the periods was largely related to a decrease of $741 thousand in salaries and employee benefits. The decrease in salaries and employee benefits was related to lower levels of incentive and bonus accruals during the third quarter of 2014 as compared to the second quarter of 2014. In addition, severance compensation recorded during the second quarter of 2014 was not present during the third quarter of 2014. Partially offsetting this decrease was a $398 thousand increase in due diligence and merger-related costs associated with the pending merger with CBH.

•

Nonperforming loans and leases of $8.3 million as of September 30, 2014 were 0.51% of total portfolio loans and leases, as compared to $8.4 million, or 0.52% of total portfolio loans and leases as of June 30, 2014. For the three months ended September 30, 2014, the Corporation recorded net loan and lease charge-offs of $421 thousand, as compared to $200 thousand for the three months ended June 30, 2014. The provision for loan and lease losses for the three month periods ended September 30, 2014 was $550 thousand, as compared to a $100 thousand release from the allowance for loan and lease losses (the “Allowance”) for the three months ended June 30, 2014, an increase of $650 thousand.

Financial Condition – September 30, 2014 Compared to December 31, 2013

•

Total portfolio loans and leases of $1.65 billion as of September 30, 2014 increased by $98.1 million, or 6.3%, from December 31, 2013, with commercial mortgages, commercial and industrial, and construction loans accounting for a majority of the increase.

•

The allowance for loan and lease losses as of September 30, 2014 was $15.6 million, or 0.95%, of portfolio loans as compared to $15.5 million, or 1.00% of portfolio loans and leases, as of December 31, 2013.

•

Total assets as of September 30, 2014 were $2.12 billion, an increase of $62.2 million from December 31, 2013. Loan originations, partially offset by decreases in available for sale investment securities and interest-bearing deposits with other banks, accounted for the majority of this increase, with funding for loan originations provided by increased deposits and borrowings.

•

Deposits of $1.61 billion, as of September 30, 2014, increased $19.0 million from December 31, 2013. The increase was comprised of a $25.5 million increase in wholesale time deposits, an $11.6 million increase in non-interest-bearing deposits and a $13.1 million increase in savings and money market accounts. These increases were partially offset by decreases of $19.6 million and $9.9 million in retail time deposits and NOW accounts, respectively, between the December 31, 2013 and September 30, 2014.

•

The capital ratios for the Bank and the Corporation, as shown in the table at page 18 below, indicate levels well above the regulatory minimum to be considered “well capitalized.” The tangible equity ratios for both the Bank and the Corporation have improved from their December 31, 2013 levels of 8.78% and 8.92%, to 9.21% and 9.58%, respectively, at September 30, 2014. These increases were primarily related to an increase in retained earnings, along with increases in unrealized gains on available for sale investment securities between December 31, 2013 and September 30, 2014.

EARNINGS CONFERENCE CALL

The Corporation will hold an earnings conference call at 8:30 AM EDT on Friday, October 24, 2014. Interested parties may participate by calling 1-877-504-8812. 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 AM EDT on Tuesday, November 4, 2014. A recording of the earnings conference call may be obtained by calling 1-877-344-7529, referring to conference number 10053617.

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/bmtc141024.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
	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Interest income	$	20,749		$	20,941		$	20,161		$	20,525		$	19,820
Interest expense		1,573			1,499			1,438			1,400			1,287

Net interest income		19,176			19,442			18,723			19,125			18,533
Provision for loan and lease losses		550			(100	)		750			812			959

Net interest income after provision for loan and lease losses		18,626			19,542			17,973			18,313			17,574

Fees for wealth management services		9,099			9,499			8,913			9,106			8,635
Loan servicing and other fees		431			428			446			465			481
Service charges on deposits		663			656			601			638			627
Net gain on sale of residential mortgage loans		440			537			324			529			578
Net gain (loss) on sale of investment securities available for sale		—			85			(4	)		(10	)		—
Net (loss) gain on sale of other real estate owned		(49	)		220			—			(106	)		(1	)
Bank owned life insurance income		76			74			81			88			72
Other operating income		883			1,258			778			1,525			995

Non-interest income		11,543			12,757			11,139			12,235			11,387

Salaries and wages		9,110			9,694			8,440			9,438			9,012
Employee benefits		1,652			1,809			1,979			2,399			1,896
Occupancy and bank premises		1,881			1,683			1,933			1,738			1,646
Furniture fixtures and equipment		1,078			1,089			983			1,017			920
Advertising		310			455			339			431			303
Net (recovery) impairment of mortgage servicing rights		(3	)		(3	)		(8	)		(10	)		33
Amortization of mortgage servicing rights		128			128			115			123			187
Amortization of intangible assets		633			636			637			655			657
FDIC insurance		265			242			271			259			271
Due diligence and merger-related expenses		775			377			264			155			328
Professional fees		701			914			593			581			636
Pennsylvania bank shares tax		412			412			368			274			139
Other operating expenses		3,019			3,190			2,985			3,598			3,295

Non-interest expense		19,961			20,626			18,899			20,658			19,323

Income before income taxes		10,208			11,673			10,213			9,890			9,638
Income tax expense		3,702			4,069			3,524			3,419			3,237

Net income	$	6,506		$	7,604		$	6,689		$	6,471		$	6,401

Per share data:
Weighted average shares outstanding		13,600,355			13,531,170			13,485,213			13,419,269			13,336,799
Dilutive common shares		272,516			304,998			304,828			308,674			275,343

Adjusted weighted average dilutive shares		13,872,871			13,836,168			13,790,041			13,727,943			13,612,142

Basic earnings per common share	$	0.48		$	0.56		$	0.50		$	0.48		$	0.48
Diluted earnings per common share	$	0.47		$	0.55		$	0.49		$	0.47		$	0.47
Dividend declared per share	$	0.19		$	0.18		$	0.18		$	0.18		$	0.17
Effective tax rate		36.3	%		34.9	%		34.5	%		34.6	%		33.6	%

*Supplemental Non-GAAP Performance Measures (Includes Reconciliation of Non-GAAP to GAAP Performance Measures)**
Net income (a GAAP measure)	$	6,506		$	7,604		$	6,689		$	6,471		$	6,401
add: tax-effected* due diligence and merger-related expenses		504			245			172			101			213

Net income excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)		7,010			7,849			6,861			6,572			6,614

Basic earnings per common share excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)	$	0.52		$	0.58		$	0.51		$	0.49		$	0.50

Diluted earnings per common share excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)	$	0.51		$	0.57		$	0.50		$	0.48		$	0.49

The Corporation believes the presentation of the above non-GAAP financial measure provides useful supplemental information that is essential to an investor’s proper understanding of the results of operations of the Corporation. Management uses this non-GAAP financial measure in its analysis of the Corporation’s performance. This non-GAAP disclosure should not be viewed as a substitute for the financial measure determined in accordance with GAAP, nor is it necessarily comparable to a non-GAAP performance measure that may be presented by other companies

**	assumed nominal tax rate of 35%

Bryn Mawr Bank Corporation

Consolidated Statements of Income - (unaudited)

(dollars in thousands, except per share data)


	For The Nine Months Ended September 30,
	2014			2013
Interest income	$	61,851		$	57,892
Interest expense		4,510			4,027

Net interest income		57,341			53,865
Provision for loan and lease losses		1,200			2,763

Net interest income after provision for loan and lease losses		56,141			51,102

Fees for wealth management services		27,511			26,078
Loan servicing and other fees		1,305			1,380
Service charges on deposits		1,920			1,807
Net gain on sale of residential mortgage loans		1,301			3,588
Net gain on sale of investment securities available for sale		81			2
Net gain (loss) on sale of other real estate owned		171			(194	)
Bank owned life insurance income		231			270
Other operating income		2,919			3,189

Non-interest income		35,439			36,120

Salaries and wages		27,244			26,908
Employee benefits		5,440			6,433
Net gain on curtailment of nonqualified pension plan		—			(690	)
Occupancy and bank premises		5,497			5,124
Furniture fixtures and equipment		3,150			2,960
Advertising		1,104			1,095
Net (recovery) impairment of mortgage servicing rights		(14	)		13
Amortization of mortgage servicing rights		371			617
Amortization of intangible assets		1,906			1,978
FDIC insurance		778			804
Due diligence and merger-related expenses		1,416			1,730
Professional fees		2,208			1,875
Early extinguishment of debt - costs and premiums		—			347
Pennsylvania bank shares tax		1,192			669
Other operating expenses		9,194			10,219

Non-interest expense		59,486			60,082

Income before income taxes		32,094			27,140
Income tax expense		11,295			9,167

Net income	$	20,799		$	17,973

Per share data:
Weighted average shares outstanding		13,539,329			13,274,801
Dilutive common shares		294,114			244,302

Adjusted weighted average shares		13,833,443			13,519,103

Basic earnings per common share	$	1.54		$	1.35

Diluted earnings per common share	$	1.50		$	1.33

Dividend declared per share	$	0.55		$	0.51

Effective tax rate		35.2	%		33.8	%

*Supplemental Non-GAAP Performance Measures (Includes Reconciliation of Non-GAAP to GAAP Performance Measures)**
Net income (a GAAP measure)	$	20,799		$	17,973
add: tax-effected** due diligence and merger-related expenses		1,435			1,219

Net income excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)		22,234			19,192

Basic earnings per common share excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)	$	1.64		$	1.45

Diluted earnings per common share excluding tax-effected** due diligence and merger-related expenses (a non-GAAP measure)	$	1.61		$	1.42

**	assumed nominal tax rate of 35%

Bryn Mawr Bank Corporation

Consolidated Balance Sheets - (unaudited)

(dollars in thousands)


	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Assets
Interest-bearing deposits with banks	$	56,253		$	85,946		$	59,248		$	67,618		$	71,203
Investment securities - available for sale		265,939			266,402			272,599			285,808			319,917
Investment securities - trading		3,803			3,597			3,517			3,437			2,357
Loans held for sale		1,375			1,631			1,340			1,350			1,284
Portfolio loans:
Consumer		16,810			18,907			18,104			16,926			17,572
Commercial & industrial		342,524			334,474			334,295			328,459			303,259
Commercial mortgages		683,558			666,924			640,574			625,341			622,771
Construction		59,923			55,051			44,060			46,369			39,055
Residential mortgages		314,127			310,491			301,532			300,243			291,645
Home equity lines & loans		183,314			185,593			186,277			189,571			187,634
Leases		44,982			44,102			40,988			40,276			38,079

Total portfolio loans and leases		1,645,238			1,615,542			1,565,830			1,547,185			1,500,015

Earning assets		1,972,608			1,973,118			1,902,534			1,905,398			1,894,776

Cash and due from banks		11,312			17,018			14,696			13,453			24,958
Allowance for loan and lease losses		(15,599	)		(15,470	)		(15,770	)		(15,515	)		(15,027	)
Premises and equipment		32,733			32,679			32,473			31,796			31,436
Accrued interest receivable		5,661			5,526			5,687			5,728			5,703
Mortgage servicing rights		4,796			4,760			4,734			4,750			4,744
Goodwill		32,843			32,843			32,843			32,843			32,843
Other intangible assets		17,459			18,092			18,728			19,365			20,020
Bank owned life insurance		20,451			20,375			20,301			20,220			20,132
FHLB stock		12,889			12,775			11,911			11,654			12,590
Deferred income taxes		5,786			5,984			7,517			8,690			11,955
Other investments		4,592			4,507			4,392			4,437			4,337
Other assets		18,351			19,018			19,770			18,846			10,506

Total assets	$	2,123,882		$	2,131,225		$	2,059,816		$	2,061,665		$	2,058,973

Liabilities and shareholders’ equity

Interest-bearing deposits:
Interest-bearing checking	$	256,890		$	263,247		$	269,409		$	266,787		$	244,826
Money market		550,238			559,070			556,076			544,310			548,011
Savings		142,364			145,312			141,979			135,240			137,431
Wholesale non-maturity deposits		41,290			41,840			42,704			42,937			57,195
Wholesale time deposits		60,171			50,152			34,104			34,639			23,127
Time deposits		121,158			123,572			130,983			140,794			145,119

Total interest-bearing deposits		1,172,111			1,183,193			1,175,255			1,164,707			1,155,709

Non-interest-bearing deposits		438,221			436,739			404,340			426,640			394,947

Total deposits		1,610,332			1,619,932			1,579,595			1,591,347			1,550,656

Long-term FHLB advances and other borrowings		230,574			233,132			214,640			205,644			191,645
Short-term borrowings		13,980			13,320			10,739			10,891			75,588
Other liabilities		21,387			21,470			19,365			23,885			23,323
Shareholders’ equity		247,609			243,371			235,477			229,898			217,761

Total liabilities and shareholders’ equity	$	2,123,882		$	2,131,225		$	2,059,816		$	2,061,665		$	2,058,973

Bryn Mawr Bank Corporation

Consolidated Quarterly Average Balance Sheets - (unaudited)

(dollars in thousands)


	For The Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Assets
Interest-bearing deposits with banks	$	78,324		$	70,775		$	67,809		$	56,569		$	35,589
Investment securities - available for sale		265,491			271,830			281,572			310,183			324,418
Investment securities - trading		3,599			3,518			3,438			2,368			2,182
Loans held for sale		1,116			1,280			504			1,197			867
Portfolio loans and leases		1,629,102			1,599,104			1,549,161			1,522,408			1,463,492

Earning assets		1,977,632			1,946,507			1,902,484			1,892,725			1,826,548

Cash and due from banks		12,739			12,067			12,302			13,132			12,497
Allowance for loan and lease losses		(15,672	)		(16,073	)		(15,761	)		(15,226	)		(14,653	)
Premises and equipment		32,763			32,829			32,358			31,770			31,216
Goodwill		32,843			32,843			32,843			32,843			32,843
Other intangible assets		17,821			18,459			19,095			19,741			20,400
Bank owned life insurance		20,402			20,327			20,252			20,163			20,086
FHLB stock		12,864			12,663			11,915			12,242			12,809
Deferred income taxes		5,926			7,119			7,908			11,733			11,946
Other assets		30,491			29,750			29,940			22,288			21,904

Total assets	$	2,127,809		$	2,096,491		$	2,053,336		$	2,041,411		$	1,975,596

Liabilities and shareholders’ equity

Interest-bearing deposits:
Interest-bearing checking	$	255,601		$	264,087		$	263,612		$	248,722		$	249,982
Money market		565,803			556,241			545,108			548,351			559,911
Savings		143,877			143,418			137,812			137,327			135,070
Wholesale non-maturity deposits		43,256			42,970			41,828			48,465			47,804
Wholesale time deposits		54,976			48,791			35,133			22,735			10,911
Time deposits		121,986			127,167			134,574			142,258			152,788

Total interest-bearing deposits		1,185,499			1,182,674			1,158,067			1,147,858			1,156,466

Non-interest bearing deposits		426,883			416,104			415,514			420,072			402,292

Total deposits		1,612,382			1,598,778			1,573,581			1,567,930			1,558,758

Long-term FHLB advances and other borrowings		235,091			222,851			212,405			204,780			163,818
Short-term borrowings		14,074			17,220			13,090			25,364			14,995
Other liabilities		22,298			19,368			22,546			23,401			24,904
Shareholders’ equity		243,964			238,274			231,714			219,936			213,121

Total liabilities and shareholders’ equity	$	2,127,809		$	2,096,491		$	2,053,336		$	2,041,411		$	1,975,596

Bryn Mawr Bank Corporation

Consolidated Year-to-Date Average Balance Sheets - (unaudited)

(dollars in thousands)


	For The Nine Months Ended September 30,
	2014			2013
Assets

Interest bearing deposits with banks	$	72,341		$	70,681
Investment securities - available for sale		272,906			324,469
Investment securities - trading		3,519			2,017
Loans held for sale		969			1,909
Portfolio loans and leases		1,592,749			1,430,351

Earning assets		1,942,484			1,829,427

Cash and due from banks		12,371			12,884
Allowance for loan and lease losses		(15,835	)		(14,657	)
Premises and equipment		32,652			31,294
Goodwill		32,843			32,878
Intangible assets		18,454			21,055
Bank owned life insurance		20,327			19,999
FHLB stock		12,508			11,760
Deferred income taxes		6,977			11,708
Other assets		30,037			22,344

Total assets	$	2,092,818		$	1,978,692

Liabilities and shareholders’ equity

Interest-bearing deposits:
Interest-bearing checking	$	261,071		$	260,180
Money market		555,793			569,159
Savings		141,724			133,910
Wholesale non-maturity deposits		42,690			39,238
Wholesale time deposits		46,373			11,337
Time deposits		127,863			169,184

Total interest-bearing deposits		1,175,514			1,183,008

Non-interest-bearing deposits		419,542			393,576

Total deposits		1,595,056			1,576,584

Long-term FHLB advances and other borrowings		223,532			154,386
Short-term borrowings		14,798			13,455
Other liabilities		21,403			24,874
Shareholders’ equity		238,029			209,393

Total liabilities and shareholders’ equity	$	2,092,818		$	1,978,692

Bryn Mawr Bank Corporation

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


	For The Three Months Ended
	September 30, 2014									June 30, 2014									March 31, 2014									December 31, 2013									September 30, 2013
(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	$	78,324		$	46			0.23	%	$	70,775		$	44			0.25	%	$	67,809		$	37			0.22	%	$	56,569		$	27			0.19	%	$	35,589		$	21			0.23	%
Investment securities - available for sale:
Taxable		230,457			884			1.52	%		235,853			903			1.54	%		245,006			972			1.61	%		271,152			1,127			1.65	%		284,558			988			1.38	%
Tax-exempt		35,034			149			1.69	%		35,977			151			1.68	%		36,566			153			1.70	%		39,031			159			1.62	%		39,860			159			1.58	%

Total investment securities - available for sale		265,491			1,033			1.54	%		271,830			1,054			1.56	%		281,572			1,125			1.62	%		310,183			1,286			1.64	%		324,418			1,147			1.40	%
Investment securities - trading		3,599			9			0.99	%		3,518			17			1.94	%		3,438			7			0.83	%		2,368			51			8.54	%		2,182			7			1.27	%
Loans and leases *		1,630,218			19,767			4.81	%		1,600,384			19,936			5.00	%		1,549,665			19,107			5.00	%		1,523,605			19,277			5.02	%		1,464,359			18,755			5.08	%

Total interest-earning assets		1,977,632			20,855			4.18	%		1,946,507			21,051			4.34	%		1,902,484			20,276			4.32	%		1,892,725			20,641			4.33	%		1,826,548			19,930			4.33	%
Cash and due from banks		12,739									12,067									12,302									13,132									12,497
Less allowance for loan and lease losses		(15,672	)								(16,073	)								(15,761	)								(15,226	)								(14,653	)
Other assets		153,110									153,990									154,311									150,780									151,204

Total assets	$	2,127,809								$	2,096,491								$	2,053,336								$	2,041,411								$	1,975,596


Liabilities:

Interest-bearing deposits:
Savings, NOW and market rate deposits	$	965,281		$	430			0.18	%	$	963,746		$	420			0.17	%	$	946,532		$	405			0.17	%	$	934,400		$	414			0.18	%	$	944,963		$	419			0.18	%
Wholesale deposits		98,232			175			0.71	%		91,761			147			0.64	%		76,961			114			0.60	%		71,200			85			0.47	%		58,715			55			0.37	%
Time deposits		121,986			137			0.45	%		127,167			146			0.46	%		134,574			170			0.51	%		142,258			151			0.42	%		152,788			165			0.43	%

Total interest-bearing deposits		1,185,499			742			0.25	%		1,182,674			713			0.24	%		1,158,067			689			0.24	%		1,147,858			650			0.22	%		1,156,466			639			0.22	%
Borrowings:
Short-term borrowings		14,074			3			0.08	%		17,220			5			0.12	%		13,090			3			0.09	%		25,364			12			0.19	%		14,995			5			0.13	%
Long-term FHLB advances and other borrowings		235,091			828			1.40	%		222,851			781			1.41	%		212,405			746			1.42	%		204,780			738			1.43	%		163,818			643			1.56	%

Total borrowings		249,165			831			1.32	%		240,071			786			1.31	%		225,495			749			1.35	%		230,144			750			1.29	%		178,813			648			1.44	%
Total interest-bearing liabilities		1,434,664			1,573			0.43	%		1,422,745			1,499			0.42	%		1,383,562			1,438			0.42	%		1,378,002			1,400			0.40	%		1,335,279			1,287			0.38	%
Noninterest-bearing deposits		426,883									416,104									415,514									420,072									402,292
Other liabilities		22,298									19,368									22,546									23,401									24,904

Total noninterest-bearing liabilities		449,181									435,472									438,060									443,473									427,196
Total liabilities		1,883,845									1,858,217									1,821,622									1,821,475									1,762,475
Shareholders’ equity		243,964									238,274									231,714									219,936									213,121

Total liabilities and shareholders’ equity	$	2,127,809								$	2,096,491								$	2,053,336								$	2,041,411								$	1,975,596

Interest income to earning assets								4.18	%								4.34	%								4.32	%								4.33	%								4.33	%
Net interest spread								3.75	%								3.92	%								3.90	%								3.93	%								3.95	%
Effect of noninterest-bearing sources								0.12	%								0.11	%								0.12	%								0.10	%								0.10	%

Tax-equivalent net interest income/ margin on earning assets				$	19,282			3.87	%				$	19,552			4.03	%				$	18,838			4.02	%				$	19,241			4.03	%				$	18,643			4.05	%

Tax-equivalent adjustment				$	106			0.02	%				$	110			0.02	%				$	115			0.02	%				$	116			0.02	%				$	110			0.02	%

Supplemental Information Regarding Accretion of Fair Value Marks
Accretion of fair value marks on loans				$	516								$	941								$	761								$	879								$	860
Accretion of fair value marks on time deposits					6									6									7									49									71
Accretion of fair value marks on borrowings					30									30									30									30									30

Net interest income from fair value marks				$	552								$	977								$	798								$	958								$	961

Effect of fair value mark accretion on tax-equivalent net interest margin					0.11	%								0.20	%								0.17	%								0.20	%								0.21	%

*	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 Nine Months Ended September 30,
	2014									2013
(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	$	72,341			127			0.23	%	$	70,681			131			0.25	%
Investment securities available for sale:																		%
Taxable		237,053			2,759			1.56	%		286,964			2,721			1.27	%
Tax-exempt		35,853			453			1.69	%		37,505			429			1.53	%

Investment securities - available for sale		272,906			3,212			1.57	%		324,469			3,150			1.30	%
Investment securities - trading		3,519			33			1.25	%		2,017			23			1.52	%
Loans and leases *		1,593,718			58,810			4.93	%		1,432,260			54,902			5.13	%

Total interest earning assets		1,942,484			62,182			4.28	%		1,829,427			58,206			4.25	%
Cash and due from banks		12,371									12,884
Less allowance for loan and lease losses		(15,835	)								(14,657	)
Other assets		153,798									151,038

Total assets	$	2,092,818								$	1,978,692

Liabilities:

Savings, NOW and market rate deposits	$	958,588		$	1,254			0.17	%	$	963,249		$	1,343			0.19	%
Wholesale deposits		89,063			437			0.66	%		50,575			153			0.40	%
Time deposits		127,863			453			0.47	%		169,184			613			0.48	%

Total interest-bearing deposits	$	1,175,514			2,144			0.24	%	$	1,183,008			2,109			0.24	%
Short-term borrowings		14,798			12			0.11	%		154,386			1,906			1.65	%
Long-term FHLB advances and other borrowings		223,532			2,354			1.41	%		13,455			12			0.12	%

Total Borrowings		238,330			2,366			1.33	%		167,841			1,918			1.53	%
Total interest-bearing liabilities		1,413,844			4,510			0.43	%		1,350,849			4,027			0.40	%
Noninterest-bearing deposits		419,542									393,576
Other liabilities		21,403									24,874

Total noninterest-bearing liabilities		440,945									418,450
Total liabilities		1,854,789									1,769,299
Shareholders’ equity		238,029									209,393

Total liabilities and shareholders’ equity	$	2,092,818								$	1,978,692

Interest income to earning assets								4.28	%								4.25	%
Net interest spread								3.85	%								3.85	%
Effect of noninterest-bearing sources								0.12	%								0.11	%

Tax-equivalent net interest income/ margin on earning assets				$	57,672			3.97	%				$	54,179			3.96	%

Tax-equivalent adjustment				$	331			0.02	%				$	314			0.02	%

Supplemental Information Regarding Accretion of Fair Value Marks
Accretion of fair value marks on loans				$	2,218								$	2,185
Accretion of fair value marks on time deposits					19									300
Accretion of fair value marks on borrowings					91									120

Net interest income from fair value marks				$	2,328								$	2,605

Effect of fair value mark accretion on tax-equivalent net interest margin					0.16	%								0.19	%

*	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 lease balances

Bryn Mawr Bank Corporation

Consolidated Selected Financial Data - (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended or As Of
	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Asset Quality Data

Nonaccrual loans and leases	$	8,336		$	8,388		$	10,236		$	10,530		$	10,613
90 days or more past due loans, still accruing		—			—			—			—			—

Nonperforming loans and leases		8,336			8,388			10,236			10,530			10,613
Other real estate owned		894			853			1,040			855			1,253

Total nonperforming assets	$	9,230		$	9,241		$	11,276		$	11,385		$	11,866

Troubled debt restructurings included in nonperforming assets	$	1,725		$	1,597		$	2,698		$	1,699		$	2,628
Troubled debt restructurings in compliance with modified terms		6,913			7,487			6,667			7,277			8,947

Total troubled debt restructurings	$	8,638		$	9,084		$	9,365		$	8,976		$	11,575
Nonperforming loans and leases / portfolio loans & leases		0.51	%		0.52	%		0.65	%		0.68	%		0.71	%

Nonperforming assets / total assets		0.43	%		0.43	%		0.55	%		0.55	%		0.58	%

Net loan and lease charge-offs / average loans and leases (annualized)		0.10	%		0.05	%		0.13	%		0.09	%		0.10	%

Delinquency rate* - Performing and nonperforming loans and leases 30 days or more past due		0.48	%		0.64	%		0.59	%		0.65	%		0.68	%
Performing loans and leases - 30-89 days past due	$	1,739		$	3,743		$	1,815		$	1,718		$	1,227
Delinquency rate* - Performing loans and leases - 30-89 days past due		0.11	%		0.23	%		0.12	%		0.11	%		0.08	%

* as a percentage of total loans and leases

Changes in the allowance for loan and lease losses:

Balance, beginning of period	$	15,470		$	15,770		$	15,515		$	15,027		$	14,444
Charge-offs		(493	)		(304	)		(538	)		(484	)		(501	)
Recoveries		72			104			43			160			125

Net charge-offs		(421	)		(200	)		(495	)		(324	)		(376	)
Provision for loan and lease losses		550			(100	)		750			812			959

Balance, end of period	$	15,599		$	15,470		$	15,770		$	15,515		$	15,027

Allowance for loan and lease losses / loans and leases		0.95	%		0.96	%		1.01	%		1.00	%		1.00	%
Allowance for loan and lease losses / nonperforming loans and leases		187.1	%		184.4	%		154.1	%		147.3	%		141.6	%

Bryn Mawr Bank Corporation

Consolidated Statements of Income - (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended or As Of
	September 30,			June 30,			March 31,			December 31,			September 30,
	2014			2014			2014			2013			2013
Selected ratios (annualized):

Return on average assets		1.21	%		1.45	%		1.32	%		1.26	%		1.29	%
Return on average shareholders’ equity		10.58	%		12.80	%		11.71	%		11.67	%		11.92	%
Return on average tangible equity ⁽²⁾		13.35	%		16.31	%		15.10	%		15.35	%		15.89	%
Tax-equivalent yield on loans and leases		4.81	%		5.00	%		5.00	%		5.02	%		5.08	%
Tax-equivalent yield on interest-earning assets		4.18	%		4.34	%		4.32	%		4.33	%		4.33	%
Cost of interest-bearing funds		0.43	%		0.42	%		0.42	%		0.40	%		0.38	%
Tax-equivalent net interest margin		3.87	%		4.03	%		4.02	%		4.03	%		4.05	%
Book value per share	$	18.03		$	17.74		$	17.24		$	16.84		$	16.07
Tangible book value per share	$	14.37		$	14.03		$	13.47		$	13.02		$	12.17
Shares outstanding at end of period		13,731,276			13,719,337			13,656,979			13,650,354			13,551,438

Selected data:

Mortgage loans originated	$	29,861		$	39,575		$	17,892		$	37,190		$	40,426

Residential mortgage loans sold - servicing retained	$	16,237		$	15,154		$	9,086		$	12,523		$	17,768
Residential mortgage loans sold - servicing released		539			—			152			531			—

Total residential mortgage loans sold	$	16,776		$	15,154		$	9,238		$	13,054		$	17,768

Yield on residential mortgage loans sold		2.62	%		3.54	%		3.51	%		4.05	%		3.25	%

Loans serviced for others (includes residential mortgage, commercial mortgage and commercial & industrial)	$	624,598		$	622,808		$	618,348		$	628,879		$	627,058

Total wealth assets under management, administration, supervision and brokerage ⁽¹⁾	$	7,580,779		$	7,569,842		$	7,361,977		$	7,268,273		$	7,082,926

⁽¹⁾

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

⁽²⁾

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


	For The Nine Months Ended September 30,
	2014			2013
Selected ratios (annualized):

Return on average assets		1.33	%		1.21	%
Return on average shareholders’ equity		11.68	%		11.48	%
Return on average tangible equity ⁽¹⁾		14.89	%		15.46	%
Tax-equivalent yield on loans and leases		4.93	%		5.13	%
Tax-equivalent yield on interest-earning assets		4.28	%		4.25	%
Cost of interest-bearing liabilities		0.43	%		0.40	%
Tax-equivalent net interest margin		3.97	%		3.96	%

Selected data:

Residential mortgage loans originated	$	87,328		$	160,597

Residential mortgage loans sold - servicing retained	$	40,477		$	115,391
Residential mortgage loans sold - servicing released		691			536

Total residential mortgage loans sold	$	41,168		$	115,927

⁽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 September 30, 2014							As of December 31, 2013
SECURITY DESCRIPTION	Amortized Cost		Fair Value		Net Unrealized Gain / (Loss)			Amortized Cost		Fair Value		Net Unrealized Gain / (Loss)
U.S. Treasury securities	$	102	$	100	$	(2	)	$	102	$	99	$	(3	)
Obligations of the U.S. Government and agencies		71,443		71,110		(333	)		71,097		69,568		(1,529	)
State & political subdivisions		33,555		33,695		140			37,140		36,977		(163	)
Mortgage-backed securities		104,670		106,223		1,553			119,044		119,363		319
Collateralized mortgage obligations		37,071		37,110		39			44,463		44,243		(220	)
Other debt securities		1,900		1,900		—			1,900		1,887		(13	)
Bond mutual funds		11,956		12,029		73			11,456		11,457		1
Other investments		3,527		3,772		245			1,925		2,214		289

Total investment portfolio available for sale	$	264,224	$	265,939	$	1,715		$	287,127	$	285,808	$	(1,319	)


Capital Ratios
	Regulatory Minimum To Be Well Capitalized			September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013
Bryn Mawr Trust Company
Tier I capital to risk weighted assets (“RWA”)		6.00	%		11.60	%		11.68	%		11.65	%		11.40	%		11.36	%
Total (Tier II) capital to RWA		10.00	%		12.54	%		12.62	%		12.63	%		12.38	%		12.33	%
Tier I leverage ratio		5.00	%		9.39	%		9.51	%		9.43	%		9.14	%		9.22	%
Tangible equity ratio		N/A			9.21	%		9.18	%		9.18	%		8.78	%		8.32	%

Bryn Mawr Bank Corporation

Tier I capital to RWA		6.00	%		12.05	%		11.85	%		11.71	%		11.57	%		11.33	%
Total (Tier II) capital to RWA		10.00	%		12.99	%		12.79	%		12.69	%		12.55	%		12.30	%
Tier I leverage ratio		5.00	%		9.77	%		9.67	%		9.50	%		9.29	%		9.22	%
Tangible equity ratio		N/A			9.58	%		9.32	%		9.23	%		8.92	%		8.30	%

Exhibit 99.2

Bryn Mawr Bank Corporation

NASDAQ: BMTC

Third Quarter 2014 Conference Call

Prepared Remarks

October 24, 2014

8:30 A.M. (EDT)

Operator:

Good morning ladies and gentlemen. My name is ( ); I will be your conference call operator today. At this time I would like to welcome everyone to the Bryn Mawr Bank Corporation’s quarterly conference call.

All lines have been placed on mute to prevent any background noise. After the speaker remarks, there will be a question and answer period. If you would like to pose a question during this time, please press the star then the number 1 on your telephone keypad. If you would like to withdraw your question, press the star key and then the number 2. Thank you.

It is now my pleasure to turn the floor over to your host, Duncan Smith, Chief Financial Officer. Sir, you may begin your conference.

Duncan Smith:

Thank you, ( ), and thanks everyone for joining us today. I hope you had a chance to review our most recent press release. If you have not received our press release it is available on our Website at bmtc.com or by calling 610-581-4925.

Ted Peters, Chairman and CEO, of Bryn Mawr Bank Corporation, has some comments on the quarter and our strategic initiatives. After that, we will take your questions.

The archives of this conference call will be available at the Bryn Mawr Bank Corporation website or by calling 877-344-7529, referring to conference number 10053617. A replay will be available approximately two hours after this call concludes and will be accessible until 9:00 AM eastern time on Tuesday, November 4, 2014.

Before we begin, please be advised that during the course of this conference call, management may make forward-looking statements, which are not historical facts.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include, but are not limited to, the words may, will, would, could, should, likely, possibly, probably, potentially, predict, contemplate, continue, believe, expect, anticipate, outlook, project, forecast, are optimistic, are looking, intend, plan, target, estimate, or words or phrases of similar meaning.

Forward looking statements by their nature are subject to risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements.

All forward-looking statements discussed during this call are based on Management’s current beliefs and assumptions, and speak only as of the date and time they are made. The Corporation does not undertake to update forward-looking statements. For a more 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, located on our website. Thanks, now I would like to turn the call over to Ted.

Ted Peters:

Thanks, Duncan. First of all, I’d like to thank you all for joining our conference call today.

I hope you’ve had a chance to review our third quarter earnings press release which was issued yesterday, after the market close. Our continued strong financial results are very encouraging and an endorsement of our sound business strategies.

Before I delve into the results for the quarter, I would like to update you on a couple of our strategic initiatives as well as a recent addition to our management team.

We have made significant progress on our pending merger with Continental Bank. All regulatory approvals have been received, and recently, the shareholders of both companies overwhelmingly approved the merger. The staff and management of both organizations have been hard at work preparing for the merger, and we look forward to a successful integration of the institutions.

On October 1 ^st , 2014, we completed our previously announced acquisition of Powers Craft Parker & Beard, Inc., a premier insurance agency headquartered in suburban Philadelphia. The company is licensed to conduct business in thirty-four states and excels at structuring comprehensive insurance and risk management programs. The acquisition will greatly enhance our ability to offer high quality insurance services to both our existing customer base as well as new clients.

Lastly, in August, we announced the addition of Gary Madeira, to lead our Wealth Management Division, replacing Frank Leto who, as we all know, was appointed President and COO on May 1st. Gary joined our team on September 2 ^nd , having most recently been with Brown Brothers Harriman & Company, where his responsibilities included client management and business development for the investment units. We are certain that Gary is well-suited for his new role and expect great results under his leadership. I’m pleased to have Gary with us on the call today, and look forward to his joining in on future calls, as the representative from Wealth.

Now, on to the numbers.

We reported net income of $6.5 million and diluted earnings per share of $0.47 for the third quarter of 2014, as compared to net income of $6.4 million and diluted earnings per share of $0.47 for the same period in 2013. Net income for the third quarter of 2014 included pre-tax due diligence and merger-related expenses of $775 thousand as compared to $328 thousand for the same period in 2013. On a non-GAAP basis, net income, excluding tax-effected due diligence and merger-related expenses was $7.0 million, or $0.51 per diluted share, for the third quarter of 2014 as compared to $6.4 million, or $0.49 per diluted share, for the same period in 2013. A reconciliation of these non-GAAP to GAAP performance measures is included in the schedules accompanying our earnings release.

Some of the significant factors contributing to the results for the third quarter of 2014 included:

•

An increase in net interest income of $643 thousand, or 3.5%, to $19.2 million as compared to $18.5 million for the same period in 2013. The increase was related to a $165.9 million increase in average loans for the three months ended September 30, 2014, as compared to the same period in 2013. We experienced solid loan growth during the third quarter of 2014 and our credit quality remains excellent. The increase in average loan balances was partially offset by a $58.9 million decrease in average available for sale investment securities and a $71.3 million increase in long-term FHLB advances.

•

The tax-equivalent net interest margin of 3.87% for the three months ended September 30, 2014 was an 18 basis point decrease from 4.05% for the same period in 2013. The decrease was primarily the result of a 27 basis point decline in the yield on portfolio loans and a 5 basis point increase in the rate paid on interest-bearing liabilities. A significant factor contributing to the decline in the yield on portfolio loans for the 3 ^rd quarter of 2014 was the effect of fair value accounting. Loans acquired in mergers are marked to their fair

market values at acquisition. As these loans pay down, their loan marks are recognized in interest income. When a loan pays off early, any unamortized loan mark is recognized in interest income, at once. During the three months ended September 30, 2014, the Corporation recognized, in its loan yield, 12 basis points related to acquired loan payoffs, as compared to 23 basis points for the same period in 2013.

Non-interest income for the three months ended September 30, 2014 increased $156 thousand as compared to the same period in 2013.

Significant factors contributing to this increase included:

•

A $464 thousand increase in wealth management revenue during the three months ended September 30, 2014, as compared to the same period in 2013. Wealth Management Division assets under management, administration, supervision and brokerage as of September 30, 2014 were $7.6 billion, an increase of $498 million, or 7.0%, from September 30, 2013. The increase was the result of new business development and market appreciation between the dates. The increase in wealth management revenue was partially offset by a decrease of $138 thousand in gain on sale of residential mortgage loans and a $112 thousand decrease in other operating income.

Non-interest expense for the three months ended September 30, 2014 increased $638 thousand, to $20.0 million, as compared to $19.3 million for the same period in 2013. Several offsetting increases and decreases contributed to this overall increase between the periods, including:

•

A $447 thousand increase in due diligence and merger-related expenses for the three months ended September 30, 2014, as compared to the same period in 2013, which was related to the pending merger with Continental Bank, along with increased occupancy expenses. These cost increases were partially offset by decreases in employee benefits and other operating expenses.

Total portfolio loans and leases of $1.65 billion as of September 30, 2014 increased by $98.1 million, or 6.3%, from December 31, 2013. Commercial mortgages, commercial and industrial, and construction loans accounted for a majority of the increase.

Nonperforming loans and leases as of September 30, 2014 were $8.3 million, or 0.51% of total portfolio loans and leases, as compared to $10.5 million, or 0.68% of portfolio loans and leases, as of December 31, 2013.

For the three months ended September 30, 2014, the net loan and lease charge-offs were $421 thousand, as compared to $376 thousand for the same period in 2013.

For the three months ended September 30, 2014, the provision for loan and lease losses was $550 thousand, as compared to $959 thousand for the same period in 2013.

Total assets as of September 30, 2014 were $2.12 billion, an increase of $62.2 million from December 31, 2013. Loan originations accounted for substantially all of this increase, partially offset by decreases in available for sale investment securities and interest-bearing deposits with other banks.

Deposits of $1.61 billion, as of September 30, 2014, increased $19.0 million from December 31, 2013. The increase was comprised of increases in wholesale time deposits, non-interest-bearing deposits and savings and market-rate accounts, partially offset by decreases in retail time deposits and NOW accounts between the dates.

The capital ratios for the Bank and the Corporation indicate levels well above the regulatory minimum to be considered “well capitalized.” The tangible equity ratios for both the Bank and the Corporation as of September 30, 2014 have improved from their December 31, 2013 levels. These increases were largely the result of increases in retained earnings, along with market value improvements in the Corporation’s available for sale investment portfolio between the dates.

For the past 86 consecutive quarters, we have paid dividends to our shareholders. We are very proud of this record and feel very fortunate to have the continued loyalty and support of our shareholders. Therefore, I am pleased to announce that on October 23, 2014, the Board of Directors of the Corporation declared a quarterly dividend $0.19 per share, payable on December 1, 2014 to shareholders of record as of November 4, 2014.

In summary:

We believe our business model is sound and with an improving economy, locally and nationally, we are in an excellent position to take advantage of opportunities for continued profitable growth and strong performance. We continually evaluate acquisition opportunities as they arise, with a focus on quality and compatibility and believe we are poised for continued profitability and growth.

With that, we will open the lines for any questions.

Operator, would you please compile the Q&A roster?