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): April 26, 2013
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 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 April 26, 2013 earnings conference call.
The information in this Current Report on Form 8-K, including the exhibits attached hereto and incorporated by reference into Item 7.01 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 exhibits 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. The information in this Current Report on Form 8-K, including the exhibits attached hereto, shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 8.01. | Other Events |
The information in Item 7.01 is incorporated into this item 8.01 by reference.
On March 27, 2013, Bryn Mawr Bank Corporation (“BMBC”) and MidCoast Community Bancorp, Inc. (“MCBI”) entered into an Agreement and Plan of Merger pursuant to which MCBI will merge with and into BMBC (the “Merger”).
BMBC will file with the SEC a Registration Statement on Form S-4 concerning the Merger. The Registration Statement will include a prospectus for the offer and sale of BMBC common stock to MCBI shareholders as well as a proxy statement of MCBI for the solicitation of proxies from its shareholders for use at the meeting at which the Merger will be voted upon. The combined prospectus and proxy statement and other documents filed by BMBC with the SEC will contain important information about BMBC, MCBI, and the Merger. We urge investors and MCBI 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. MCBI shareholders in particular should read the combined prospectus and proxy statement carefully before making a decision concerning the Merger. Investors and shareholders will be able to obtain a free copy of the combined prospectus and proxy statement – along with other filings containing information about BMBC – 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.
MCBI, BMBC and certain of their directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders in connection with the Merger. Information concerning the interests of the persons who may be considered “participants” in the
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solicitation as well as additional information concerning MCBI’s and BMBC’s directors and executive officers will be set forth in the combined prospectus and proxy statement relating to the Merger. Information concerning BMBC’s directors and executive officers is also set forth in BMBC’s proxy statement and annual report on Form 10-K (including any amendments thereto), previously filed with the SEC.
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 9.01. | Financial Statements and Exhibits |
(d) 99.1 – Script for April 26, 2013 earnings conference call
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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, President and Chief Executive Officer | ||
Date: April 26, 2013
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EXHIBIT INDEX
Exhibit 99.1 — Script for April 26, 2013 earnings conference call
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Exhibit 99.1
Bryn Mawr Bank Corporation
NASDAQ: BMTC
First Quarter 2013 Conference Call
Prepared Remarks
April 26, 2013
8:30 A.M. (Eastern Time)
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.
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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 Web site or by calling 877-344-7529, and the Replay Passcode is 10022593. A replay will be available approximately two hours after this call concludes.
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.
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Ted Peters:
Thanks, Duncan, and thank you everyone for joining us today.
I hope you have all had time to review our earnings press release that we issued after the market close yesterday. We reported net income of $5.3 million, and diluted earnings per share of $0.40 for the first quarter of 2013, compared to net income of $5.1 million and diluted earnings per share of $0.39 for the same period last year. It should be noted that net income for the first quarter of 2013 included pre-tax due diligence and merger-related expenses of $714 thousand, as compared to $209 thousand for the same period in 2012.
When reviewing our press release and financial schedules comparing the first quarter of 2013 to the first quarter of 2012, you will notice the impact of our merger and acquisition activities in 2012. Our 2012 transactions included the acquisition of the Davidson Trust Company in May and the acquisition of deposits, loans and a branch location from the First Bank of Delaware in November. Both transactions have made significant contributions to our bottom line.
Net interest income for the first quarter of 2013 was $17.4 million, an increase of $1.4 million, or 8.9%, compared to the first quarter of 2012. Three contributing factors to this increase were the loans acquired from the First Bank of Delaware, the Corporation’s strategic decision to prepay $22.0 million of subordinated debt in the third and fourth quarters of last year and $20.0 million of FHLB borrowings during the first quarter of 2013, as well as the 16 basis point reduction in the rates paid on deposits between the periods.
The tax-equivalent net interest margin of 3.85% for the first quarter of 2013 declined 8 basis points from the 3.93% tax-equivalent net interest margin for the same period in 2012. The decrease was primarily the result of an incremental increase in average interest-earning assets with an average margin of 2.90%. Although average interest-earning assets increased by $202.2 million between the periods, over a third of this increase was comprised of interest-bearing deposits with other banks with a yield of only 24 basis points.
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For the first quarter of 2013, revenue for wealth management services was $8.3 million, a $2.1 million increase, or 34.0%, from the $6.2 million for the same period in 2012. The Wealth Division’s assets under management, administration, supervision and brokerage increased to $7.0 billion as of March 31, 2013, an increase of $1.8 billion, or 35.6%, from March 31, 2012. The acquisition of Davidson Trust initially added $1.0 billion in wealth assets, with the remainder of the increase being the result of organic growth as well as market appreciation.
Non-interest expense for the three months ended March 31, 2013 increased $3.4 million, to $20.2 million, as compared to $16.8 million for the same period in 2012. Not surprisingly, our 2012 acquisitions, along with the opening of our new Bala Cynwyd branch, were largely responsible for salaries and benefits increases of $1.5 million, occupancy cost increases of $394 thousand and due diligence and merger-related expense increases of $505 thousand between periods.
In addition to these cost increases related to staff and facilities additions, we experienced a $1.4 million increase in other operating expenses for the three months ended March 31, 2013 as compared to the same period last year. The primary contributors to this increase included a $347 thousand increase in outsourced services for audit and IT support and a $408 thousand increase in computer processing and telecommunications expenses. The Corporation is currently undertaking several technology infrastructure improvement projects which have largely accounted for these increases. In addition, the prepayment of the $20.0 million of FHLB borrowings mentioned previously resulted in a $347 thousand prepayment penalty. This premium will be offset by future interest expense savings.
Partially offsetting these costs increases was a $570 thousand gain recognized on the curtailment of a nonqualified defined-benefit pension plan which was curtailed on January 1, 2013.
Nonperforming loans and leases as of March 31, 2013 were $12.8 million, or 0.91% of total portfolio loans and leases, as compared to $22.6 million, or 1.73% of portfolio loans and leases,
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as of March 31, 2012. We are very pleased with this significant decrease in nonperforming loans, which was concentrated in the commercial and industrial and construction segments of the portfolio. For the three months ended March 31, 2013, the Corporation recorded net loan and lease charge-offs of $782 thousand, as compared to $713 thousand for the same period in 2012. The provision for loan and lease losses for the first quarter of 2013 was $804 thousand, as compared with $1 million for the same period in 2012.
The capital ratios for the Bank and the Corporation are at levels well above the regulatory minimum to be considered “well capitalized.” In particular, as we had anticipated, the tangible equity ratios for both the Bank and the Corporation have improved from their December 31, 2012 levels, to 8.11% and 7.98%, respectively. These increases were primarily the result of increases in retained earnings and decreases in accumulated other comprehensive losses between the dates.
Deposits decreased $24.0 million during the first quarter of 2013, mainly due to the planned attrition of higher-priced time deposits and strategic reductions in wholesale deposit levels.
Total assets as of March 31, 2013, were $2.03 billion, remaining relatively unchanged from the end of 2012.
I am pleased to announce that on April 25, 2013, the Board of Directors of the Corporation declared a quarterly dividend of $0.17 per share. The dividend is payable June 1, 2013, to shareholders of record as of May 7, 2013.
In summary:
The Corporation’s results for the first quarter of 2013 were solid and we were able to sustain the level of performance achieved in 2012. Acquisitions over the last several years have had a positive impact on our growth and performance. We look forward to completing our recently announced acquisition of MidCoast Community Bancorp and anticipate a smooth integration of the organization into Bryn Mawr Trust. We believe there are great opportunities for the Corporation to expand and thrive in Delaware, and this acquisition will allow us to further capitalize on those opportunities.
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We believe our business model is sound and we expect continued strong performance in 2013.
With that, we will open the lines for any questions.
Operator, would you please compile the Q&A roster?
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