EX-99.2 4 dex992.htm SLIDE PRESENTATION Slide presentation
Bryn Mawr
Bank Corporation
Announces the Acquisition of
First Keystone Financial, Inc.
November 3, 2009
Exhibit 99.2


2
Forward Looking Statements
Forward Looking Statements
This presentation contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or
phrases such as "expect," "believe," "intend," "plan," "estimate," "may," "should," "will likely result," "will continue," "is anticipated," "estimate,"
"project" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to and involve
known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those indicated in the
forward-looking statements.  The following factors, among others, could cause actual results to differ materially from the anticipated results or
other expectations expressed in forward looking statements:  (1)
the businesses of Bryn Mawr
Bank Corporation (“Bryn Mawr”) and First Keystone
Financial, Inc. (“First Keystone”) may not be combined successfully or such combination may take longer to accomplish than expected; (2) the cost
savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business
disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental
approvals
of
the
merger
may
not
be
obtained,
or
adverse
regulatory
conditions
may
be
imposed
in
connection
with
the
governmental
approvals
of
the merger; (5) the shareholders of First Keystone may fail to approve the merger; (6) changes in general economic conditions, which could affect
the volume of loan originations, deposit flows and real estate values, credit quality trends; (7) changes in laws, regulations or policies by
government
or
regulatory
agencies;
(8)
fluctuations
in
interest
rates;
(9)
change
in
the
demand
for
loans
in
the
market
areas
in
which
Bryn
Mawr
and
First
Keystone
conduct
their
respective
business;
and
(10)
competition
from
other
financial
services
companies
in
Bryn
Mawr's
and
First
Keystone's
markets.
These
statements
include,
but
are
not
limited
to,
statements
about
Bryn
Mawr's
plans,
objectives,
expectations
and
intentions
and
other
statements
contained
in
this
presentation
that
are
not
historical
facts.
Bryn
Mawr
cautions
readers
not
to
place
undue
reliance
on
any
such
forward-looking
statements,
which
speak
only
as
of
the
date
made.
Bryn
Mawr
undertakes
no
obligation
to
publicly
release
the
result
of
any
revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.


3
Important Merger Information
Important Merger Information
This
presentation
does
not
constitute
an
offer
of
securities
by
Bryn
Mawr.
In
connection
with
the
proposed
transaction,
Bryn
Mawr
will
file
a
registration
statement
on
Form
S-4
with
the
SEC.
The
registration
statement
will
contain
a
proxy
statement/prospectus
to
be
distributed
to
the
shareholders of First Keystone in connection with their vote on the merger. The information in this presentation is not a substitute for the
registration
statement
or
any
other
documents
Bryn
Mawr
and
First
Keystone
may
file
with
the
SEC.
Shareholders and investors may obtain free copies of the proxy statement/prospectus and other documents related to the merger, once they are
filed
with
the
SEC,
through
the
SEC’s
website
at
www.sec.gov.
Free
copies
of
the
proxy
statement/prospectus
and
such
other
documents
also
may be obtained by directing a request by telephone or mail to the following:
Bryn Mawr
Bank Corporation
801 Lancaster Avenue
Bryn Mawr, PA 19010
Attention: Robert J. Ricciardi, Corporate Secretary
Telephone Number: (610) 526-2059


4
Transaction Summary
Transaction Summary
Acquiror:
Bryn Mawr
Bank Corporation (NASDAQ: BMTC)
Seller:
First Keystone Financial, Inc. (NASDAQ: FKFS)
Consideration:
Each share of FKFS common stock will be exchanged for
0.6973 BMTC shares
(1)
and $2.06 in cash
Transaction Value:
$34 million
Merger Consideration 
Adjustment:
Per Share Merger Consideration subject to downward
adjustment based on the rise of FKFS delinquencies above
a specified level one month prior to close
Board Representation:
Donald Guthrie (Chairman of the FKFS Board of Directors)
will join the BMTC Bank and Holding Company Boards as a
Director
Closing Condition:
Aggregate amount of FKFS delinquencies must be less than
$16.5 million
Required Approvals:
Customary Regulatory and FKFS Shareholders
Expected Closing:
Q2 2010
(1)
Based
upon
BMTC’s
average
daily
closing
price
for
twenty
consecutive
trading
days
ending
10/30/2009
($16.76)


5
Transaction Highlights
Transaction Highlights
Expands
branch
footprint
into
the
attractive
demographic
markets
of
Delaware
and
Chester
County
Important component of strategic plan
Enhances long-term franchise value
Complementary business mix
Both banks have a “community focus”
Significant potential synergies identified in wealth management services and residential mortgage
originations
Low risk Transaction
Extensive due diligence performed
Conservative credit mark estimated
Familiar markets of operation
Achievable cost savings identified
Material earnings per share accretion
Attractive internal rate of return
Pro
Forma
capital
ratios
remain
significantly
above
“well
capitalized”
levels


6
Expanding Southeastern PA Footprint
Expanding Southeastern PA Footprint
Source: SNL Financial
Pro forma financials do not include merger adjustments
BMTC data as of 9/30/2009; FKFS data as of 6/30/2009
(1)
Includes 7 limited service retirement community branches
Pro
Forma
Deposit
Market
Share
Delaware
County,
PA
2009
Total
2009
Deposits
Total
in
Market
Branch
Market
Share
Rank
Institution (ST)
Count
($M)
(%)
1
Wells Fargo & Co. (CA)
21
1,630
15.3
2
Royal Bank of Scotland Group
23
1,585
14.9
3
Toronto-Dominion Bank
14
1,360
12.8
4
Citigroup Inc. (NY)
3
1,040
9.8
5
PNC Financial Services Group (PA)
11
929
8.7
6
Banco Santander S.A.
13
830
7.8
Pro Forma
14
563
5.3
7
Beneficial Mutual Bncp (MHC) (PA)
7
386
3.6
8
Alliance Bancorp of Penn (MHC) (PA)
8
338
3.2
9
First Keystone Financial (PA)
7
337
3.2
10
Bryn Mawr Bank Corp. (PA)
7
226
2.1
Top 10
114
8,662
81.3
Market Total
180
10,651
100.0
Bryn Mawr
Bank Corp. (16)
First
Keystone
Financial,
Inc.
(8)
($ in millions)
BMTC
FKFS
Pro Forma
Assets
$1,196
$525
$1,721
Loans
886
317
1,203
Deposits
899
354
1,253
Branches
16
(1)
8
24
Pro Forma Financials


7
Pro Forma Loans and Deposits
Pro Forma Loans and Deposits
Source: Company filings
FKFS loan and deposit data as of 6/30/2009
BMTC stand alone loan and deposit data as of 9/30/2009
Deposits
Loans
BMTC Stand Alone
Total: $886M
Total: $1.2B
Total: $899M
Total: $1.3B
Total: $317M
Total: $354M
BMTC Stand Alone
FKFS Stand Alone
BMTC Pro Forma
FKFS Stand Alone
BMTC Pro Forma
Time Deposits
47.7%
NOW & Other
Trans. Accts.
22.7%
MMDA &
Savings
24.4%
Demand
Deposits
5.1%
Consumer &
Other
18.0%
Commercial &
Industrial
7.0%
Residential
R.E.
46.1%
Commercial
R.E.
19.4%
Construction
R.E.
9.6%
Time Deposits
26.8%
NOW & Other
Trans. Accts.
14.3%
MMDA,
Savings, &
Other
40.2%
Demand
Deposits
18.7%
Consumer &
Other
26.8%
Commercial &
Industrial
26.8%
Residential
R.E.
13.3%
Commercial
R.E.
28.9%
Construction
R.E.
4.2%
Consumer &
Other
24.5%
Commercial &
Industrial
21.6%
Residential
R.E.
22.0%
Commercial
R.E.
26.4%
Construction
R.E.
5.6%
Time Deposits
32.7%
NOW & Other
Trans. Accts.
16.7%
MMDA,
Savings, &
Other
35.8%
Demand
Deposits
14.8%


8
Due Diligence
Due Diligence
Extensive due diligence conducted by BMTC and third parties over
the past month
Conducted extensive credit diligence
BMTC and third party loan review
Reviewed over 65% of commercial portfolio (CRE, C&I, and Construction)
Multiple Construction / Commercial Real Estate sites visited
Conservative credit mark estimated
Estimated securities portfolio mark –
to –
market
KPMG hired to conduct tax and accounting due diligence assistance


9
Asset Quality
Asset Quality
Source: SNL Financial
BMTC Data as of 9/30/2009; FKFS data as of 6/30/2009
(1) Assumes
write-down
of
FKFS’s
nonaccrual
loans
(2) Includes the impact of FAS 141R and FAS 157
(3)
Does
not
include
the
impact
of
new
accounting
guidance
under
FAS
141R
and
FAS
157
NPAs
/ Loans + OREO (%)
Reserves / Loans (%)
(1)
(2)
(3)
1.05
1.69
1.14
June ‘09
March ‘09
1.24
0.00
1.36
NPAs
/ Loans + OREO
NCOs / Average Loans
Reserves / Loans
%
%
First Keystone Financial, Inc.
Quarter Ended
1.15
0.32
1.15
Dec. ‘08
Sept. ‘08
0.34
0.23
1.19
June ‘08
0.21
0.00
1.17
%
%
%
1.16%
0.87%
2.02%
0.00%
0.60%
1.20%
1.80%
2.40%
BMTC Stand
Alone
BMTC Pro
Forma
BMTC Pro
Forma
0.95%
0.71%
0.00%
0.30%
0.60%
0.90%
1.20%
BMTC Stand Alone
BMTC Pro Forma


Bryn Mawr Bank Corporation
Announces the Acquisition of
First Keystone Financial, Inc.
November 3, 2009