![]() 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 |