UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 000-50345

 

Old Line Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

     
Maryland   20-0154352
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)

 

 

     
1525 Pointer Ridge Place    
Bowie, Maryland   20716
(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code: (301) 430-2500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share OLBK The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

   
Large accelerated filer  o Accelerated filer  x
Non-accelerated filer  o Smaller reporting company  o
Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes     o                No     x

 

As of August 01, 2019, the registrant had 16,999,146 shares of common stock outstanding.

 

 

 

OLD LINE BANCSHARES, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

 

     
    Page
    Number
     
PART I. FINANCIAL INFORMATION 3
     
Item 1. Financial Statements  
     
  Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018 3
     
  Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2019 and 2018 4
     
  Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2019 and 2018 5
     
  Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2019 and 2018 6
     
  Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2019 and 2018 7
     
  Notes to Consolidated Financial Statements (Unaudited) 9
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 64
     
Item 4. Controls and Procedures 65
     
PART II.    
     
Item 1. Legal Proceedings 66
     
Item 1A. Risk Factors 66
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 66
     
Item 3. Defaults Upon Senior Securities 66
     
Item 4. Mine Safety Disclosures 66
     
Item 5. Other Information 66
     
Item 6. Exhibits 67
     
Signatures   68

 

2

 

Part 1. Financial Information

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Balance Sheets

 

    June 30,   December 31,
    2019   2018
    (Unaudited)    
Assets
Cash and due from banks   $ 56,392,900     $ 41,495,763  
Interest bearing accounts     1,832,209       2,051,273  
Federal funds sold     781,033       953,582  
Total cash and cash equivalents     59,006,142       44,500,618  
Investment securities available for sale-at fair value     295,969,550       219,705,762  
Loans held for sale, fair value of $15,599,437 and $11,860,147     15,443,340       11,564,993  
Loans held for investment (net of allowance for loan losses of $7,889,735 and $7,471,023, respectively)     2,420,437,144       2,409,227,698  
Equity securities at cost     11,524,301       11,150,750  
Premises and equipment     42,326,703       42,624,787  
Accrued interest receivable     9,131,984       7,958,511  
Income taxes receivable     957,268       5,014,510  
Deferred income taxes     2,120,886       4,660,278  
Bank owned life insurance     68,750,106       67,920,021  
Annuity Plan     6,293,571       6,268,426  
Other real estate owned     882,510       882,510  
Goodwill     94,668,455       94,668,455  
Core deposit intangible     14,054,647       15,362,232  
Other assets     34,046,238       8,497,544  
Total assets   $ 3,075,612,845     $ 2,950,007,095  
                 
Liabilities and Stockholders’ Equity                
Deposits                
Non-interest bearing   $ 620,754,339     $ 559,059,672  
Interest bearing     1,763,727,019       1,736,989,227  
Total deposits     2,384,481,358       2,296,048,899  
Short term borrowings     221,654,780       228,184,856  
Long term borrowings     38,503,032       38,371,291  
Accrued interest payable     3,040,219       2,844,715  
Supplemental executive retirement plan     6,180,673       5,997,819  
Other liabilities     32,441,274       7,788,981  
Total liabilities     2,686,301,336       2,579,236,561  
Stockholders’ equity                
Common stock, par value $0.01 per share; 25,000,000 shares authorized; 16,999,146 and 17,031,052 shares issued and outstanding in 2019 and 2018, respectively     169,991       170,311  
Additional paid-in capital     292,653,644       293,501,107  
Retained earnings     95,956,286       82,628,356  
Accumulated other comprehensive income (loss)     531,588       (5,529,240 )
Total stockholders’ equity     389,311,509       370,770,534  
Total liabilities and stockholders’ equity   $ 3,075,612,845     $ 2,950,007,095  

 

The accompanying notes are an integral part of these consolidated financial statements

3

 

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2019   2018   2019   2018
Interest Income                                
Loans, including fees   $ 29,125,229     $ 26,448,727     $ 57,976,160     $ 46,149,489  
U.S. Treasury securities     16,148       16,599       32,267       26,628  
U.S. government agency securities     753,096       91,410       1,048,549       172,952  
Corporate bonds     259,054       221,116       518,018       421,585  
Foreign bonds     31,391             52,646        
Mortgage backed securities     668,022       551,897       1,340,040       1,126,915  
Municipal securities     492,363       499,343       988,335       999,963  
Federal funds sold     3,466       2,861       8,789       3,526  
Other     354,183       336,765       648,391       591,999  
Total interest income     31,702,952       28,168,718       62,613,195       49,493,057  
Interest expense                                
Deposits     6,103,812       3,146,235       11,720,327       5,452,968  
Borrowed funds     2,130,630       1,714,250       4,113,343       3,049,081  
Total interest expense     8,234,442       4,860,485       15,833,670       8,502,049  
Net interest income     23,468,510       23,308,233       46,779,525       40,991,008  
Provision for loan losses     72,583       532,257       486,758       927,153  
Net interest income after provision for loan losses     23,395,927       22,775,976       46,292,767       40,063,855  
Non-interest income                                
Account service charges     712,623       722,879       1,339,883       1,299,463  
Point of sale sponsorship program     636,756       673,502       1,236,817       673,502  
Gain on sales or calls of investment securities     15,927             15,927        
Earnings on bank owned life insurance     524,753       461,056       1,018,933       753,992  
Gain on disposal of assets     32,599             32,599       14,366  
Loss on write down of stock           (60,998 )           (60,998 )
Rental income     214,033       199,050       430,630       397,494  
Income on marketable loans     841,843       511,879       1,338,686       930,351  
Other fees and commissions     279,238       680,683       607,076       974,902  
Total non-interest income     3,257,772       3,188,051       6,020,551       4,983,072  
Non-interest expense                                
Salaries and benefits     7,600,771       7,201,335       14,734,354       12,686,785  
Occupancy and equipment     2,396,021       2,242,641       4,848,794       4,223,042  
Data processing     760,727       702,182       1,487,910       1,311,821  
FDIC insurance and State of Maryland assessments     261,367       320,326       508,616       508,397  
Merger and integration           7,121,802             7,121,802  
Core deposit premium amortization     649,761       540,736       1,307,585       853,049  
Loss on sales of other real estate owned           41,956             54,472  
OREO expense     41,833       27,995       67,499       212,989  
Directors fees     168,850       196,650       349,500       367,200  
Network services     116,315       95,607       230,765       174,812  
Telephone     234,667       252,482       481,697       456,906  
Other operating     2,501,406       2,333,694       4,963,711       4,098,090  
Total non-interest expense     14,731,718       21,077,406       28,980,431       32,069,365  
                                 
Income before income taxes     11,921,981       4,886,621       23,332,887       12,977,562  
Income tax expense     3,009,901       2,160,788       5,916,633       4,186,547  
Net income     8,912,080       2,725,833       17,416,254       8,791,015  
                                 
Basic earnings per common share   $ 0.52     $ 0.17     $ 1.02     $ 0.61  
Diluted earnings per common share   $ 0.52     $ 0.17     $ 1.02     $ 0.60  

 

The accompanying notes are an integral part of these consolidated financial statements

4

 

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Comprehensive Income

 

(Unaudited)

 

Three Months Ended June 30,   2019   2018
Net income   $ 8,912,080     $ 2,725,833  
                 
Other comprehensive income (loss):                
Unrealized (loss) gain on securities available for sale, net of taxes of $1,239,600, and ($100,738), respectively     3,265,168       (265,351 )
Reclassification adjustment for realized gain on securities available for sale included in net income, net of taxes of ($4,383) and $0, respectively     (11,544 )      
Other comprehensive income (loss)     3,253,624       (265,351 )
Comprehensive income   $ 12,165,704     $ 2,460,482  

 

Six Months Ended June 30,   2019   2018
Net income   $ 17,416,254     $ 8,791,015  
                 
Other comprehensive income (loss):                
Unrealized (loss) gain on securities available for sale, net of taxes of $2,305,337, and ($1,316,854), respectively     6,072,372       (3,468,661 )
Reclassification adjustment for realized gain on securities available for sale included in net income, net of taxes of ($4,383) and $0, respectively     (11,544 )      
Other comprehensive income (loss)     6,060,828       (3,468,661 )
Comprehensive income     23,477,082       5,322,354  

 

The accompanying notes are an integral part of these consolidated financial statements

5

 

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited)

 

                    Accumulated    
            Additional       other   Total
    Common stock   paid-in   Retained   comprehensive   Stockholders’
    Shares   Par value   capital   earnings   income (loss)   Equity
Balance December 31, 2018     17,031,052     $ 170,311     $ 293,501,107     $ 82,628,356     $ (5,529,240 )   $ 370,770,534  
Net income attributable to Old Line Bancshares, Inc.                       8,504,174             8,504,174  
Other comprehensive income                             2,807,204       2,807,204  
Stock based compensation awards                 291,715                   291,715  
Stock options exercised     2,400       24       48,907                   48,931  
Restricted stock issued     28,191       282       (282 )                  
Stock buyback     (10,074 )     (101 )     (251,090 )                 (251,191 )
Common stock cash dividends $0.12 per share                       (2,047,969 )           (2,047,969 )
Balance March 31, 2019     17,051,569     $ 170,516     $ 293,590,357     $ 89,084,561     $ (2,722,036 )   $ 380,123,398  
Net income attributable to Old Line Bancshares, Inc.                       8,912,080             8,912,080  
Other comprehensive income                             3,253,624       3,253,624  
Stock based compensation awards                 368,206                   368,206  
Stock buyback     (52,423 )     (525 )     (1,304,919 )                 (1,305,444 )
Common stock cash dividends $0.12 per share                       (2,040,355 )           (2,040,355 )
Balance June 30, 2019     16,999,146     $ 169,991     $ 292,653,644     $ 95,956,286     $ 531,588     $ 389,311,509  
                                                 
Balance December 31, 2017     12,508,332     $ 125,083     $ 148,882,865     $ 61,054,487     $ (2,335,249 )   $ 207,727,186  
Net income attributable to Old Line Bancshares, Inc.                       6,065,182             6,065,182  
Other comprehensive loss                             (2,303,310 )     (2,303,310 )
Tax Cut and Jobs Act                       459,973       (459,973 )      
Stock based compensation awards                 288,559                   288,559  
Stock options exercised     38,921       389       520,507                   520,896  
Restricted stock issued     19,443       195       (195 )                  
Common stock cash dividends $0.08 per share                       (1,005,723 )           (1,005,723 )
Balance March 31, 2018     12,566,696     $ 125,667     $ 149,691,736     $ 66,573,919     $ (5,098,532 )   $ 211,292,790  
                                                 
Net income attributable to Old Line Bancshares, Inc.                       2,725,833             2,725,833  
Other comprehensive loss                             (1,165,351 )     (1,165,351 )
Acquisition of Bay Bancorp, Inc.     4,408,087       44,081       142,601,614                   142,645,695  
Stock based compensation awards                 280,751                   280,751  
Stock options exercised     14,100       141       262,578                   262,719  
Common stock cash dividends $0.10 per share                       (1,698,000 )           (1,698,000 )
Balance June 30, 2018     16,988,883     $ 169,889     $ 292,836,679     $ 67,601,752     $ (6,263,883 )   $ 354,344,437  
                                                 
                                                 
Balance December 31, 2018     17,031,052     $ 170,311     $ 293,501,107     $ 82,628,356     $ (5,529,240 )   $ 370,770,534  
Net income attributable to Old Line Bancshares, Inc.                       17,416,254             17,416,254  
Other comprehensive income                             6,060,828       6,060,828  
Stock based compensation awards                 659,921                   659,921  
Stock options exercised     2,400       24       48,907                   48,931  
Restricted stock issued     28,191       282       (282 )                  
Stock buyback     (62,497 )     (626 )     (1,156,009 )                 (1,156,635 )
Common stock cash dividends $0.24 per share                       (4,088,324 )           (4,088,324 )
Balance June 30, 2019     16,999,146     $ 169,991     $ 293,053,644     $ 95,956,286     $ 531,588     $ 389,711,509  

 

The accompanying notes are an integral part of these consolidated financial statements

 

6

 

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

 

    Six Months Ended June 30,
    2019   2018
Cash flows from operating activities                
Net income   $ 17,416,254     $ 8,791,015  
Adjustments to reconcile net income to net cash provided by operating activities                
Depreciation and amortization     1,588,215       1,533,864  
Provision for loan losses     486,758       927,153  
Change in deferred loan fees net of costs     (467,138 )     (350,424 )
Gain on sales or calls of securities     (15,927 )      
Amortization of premiums and discounts     329,100       422,136  
Origination of loans held for sale     (68,956,898 )     (48,030,581 )
Proceeds from sale of loans held for sale     63,739,865       39,110,284  
Loss on write down of stock           60,998  
Loss on sales of other real estate owned           54,472  
Gain on sale of fixed assets     (32,599 )     (14,366 )
Amortization of intangible assets     1,307,585       853,049  
Deferred income taxes     238,439       292,620  
Stock based compensation awards     659,921       569,310  
Increase (decrease) in                
Accrued interest payable     195,504       355,651  
Income tax payable           (2,157,375 )
Supplemental executive retirement plan     182,854       163,808  
Other liabilities     (2,278,028 )     127,504  
Decrease (increase) in                
Accrued interest receivable     (1,173,473 )     (524,839 )
Bank owned life insurance     (830,085 )     (631,226 )
Annuity plan     (25,145 )     (294,511 )
Income tax receivable     4,057,242       428,874  
Other assets     1,381,626       (764,969 )
Net cash provided by operating activities   $ 17,804,070     $ 922,447  
Cash flows from investing activities                
Cash and cash equivalents of acquired bank, net of cash consideration           21,617,610  
Purchase of investment securities available for sale     (97,025,115 )     (8,139,803 )
Proceeds from disposal of investment securities                
Available for sale at maturity, call or paydowns     28,809,936       7,193,758  
Available for sale sold           56,045,175  
Loans made, net of principal collected     (9,890,381 )     (126,594,746 )
Purchase of bank owned life insurance           (8,500,000 )
Proceeds from sale of other real estate owned           632,658  
Change in equity securities     (373,551 )     (3,537,299 )
Purchase of premises and equipment     (1,290,131 )     (951,104 )
Proceeds from the sale of premises and equipment     32,599       14,366  
Net cash used in investing activities     (79,736,643 )     (62,219,385 )
Cash flows from financing activities                
Net increase (decrease) in                
Time deposits     26,284,576       160,427,035  
Other deposits     62,147,883       (147,021,389 )
Short term borrowing advances     955,000,000       992,200,000  
Short term borrowing repayments     (961,530,076 )     (911,235,807 )
Long term borrowings     131,741       131,740  
Proceeds from stock options exercised     48,931       783,615  
Repurchase of stock through stock repurchase program     (1,556,634 )      
Cash dividends paid-common stock     (4,088,324 )     (2,703,723 )
Net cash provided by financing activities     76,438,097       92,581,471  
                 
Net increase in cash and cash equivalents     14,505,524       31,284,533  
                 
Cash and cash equivalents at beginning of period     44,500,618       35,174,111  
Cash and cash equivalents at end of period   $ 59,006,142     $ 66,458,644  

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

7

 

 Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Cash Flows (continued)

(Unaudited)

 

 

    Six Months Ended June 30,
    2019   2018
Supplemental Disclosure of Cash Flow Information:        
Cash paid during the period for:        
Interest   $ 15,638,166     $ 8,146,398  
Income taxes   $ 3,500,804     $ 2,705,000  
Supplemental Disclosure of Non-Cash Flow Operating Activities:                
Loans transferred to other real estate owned   $     $ 1,041,079  
Loans transferred to available for sale - BYBK acquisition   $     $ 21,643,292  
Initial recognition of right of use asset   $ 26,395,472     $  
Initial recognition of right of use liability   $ 26,692,114     $  

 

    2019   2018
Fair value of assets and liabilities from acquisition:                
Fair value of assets acquired   $     $ 650,194,375  
Other intangible assets acquired           80,828,494  
Fair value of liabilities assumed           (587,403,791 )
Total merger consideration   $     $ 143,619,078  

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

 

 

8

 

OLD LINE BANCSHARES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Description of Business - Old Line Bancshares, Inc. (“Old Line Bancshares”) was incorporated under the laws of the State of Maryland on April 11, 2003 to serve as the holding company of Old Line Bank. The primary business of Old Line Bancshares is to own all of the capital stock of Old Line Bank. We provide a full range of banking services to customers located in Anne Arundel, Baltimore, Baltimore City, Calvert, Carroll, Charles, Frederick, Harford, Howard, Montgomery, Prince George’s, and St. Mary’s Counties in Maryland and surrounding areas.

 

As previously announced, on July 23, 2019, Old Line Bancshares and Old Line Bank entered into an Agreement and Plan of Merger with Wesbanco, Inc. ("WesBanco") and Wesbanco Bank, Inc., pursuant to which Old Line Bancshares will merge with and into Wesbanco (the “Merger”) and Old Line Bank will merge into Wesbanco Bank. We expect that the Merger will be consummated during the fourth quarter of 2019 or the first quarter of 2020. Please see Note 12 to our consolidated financial statements, “Subsequent Event,” for more information.

 

Basis of Presentation and Consolidation - The accompanying condensed consolidated financial statements include the activity of Old Line Bancshares and its wholly owned subsidiary, Old Line Bank, and its wholly-owned subsidiary Pointer Ridge Office Investments, LLC (“Pointer Ridge”), a real estate investment company. We have eliminated all significant intercompany transactions and balances.

 

The foregoing consolidated financial statements for the periods ended June 30, 2019 and 2018 are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), however, in the opinion of management we have included all adjustments necessary for a fair presentation of the results of the interim period. We derived the balances as of December 31, 2018 from audited financial statements. These statements should be read in conjunction with Old Line Bancshares’ financial statements and accompanying notes included in Old Line Bancshares’ Form 10-K for the year ended December 31, 2018. We have made no significant changes to Old Line Bancshares’ accounting policies as disclosed in the Form 10-K, except as described in the Recent Accounting Pronouncements section below.

 

Accounting Changes - Accounting Standards Update (“ASU”) 2016-02, Leases ( Topic 842) requires that lessees and lessors recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements.  ASU 2016-02 was effective for us on January 1, 2019.  ASU 2016-02 provides for a modified retrospective transition approach requiring lessees to recognize and measure leases on the balance sheet at the beginning of either the earliest period presented or as of the beginning of the period of adoption with the option to elect certain practical expedients.  We elected to apply ASU 2016-02 at of the beginning of the period of adoption (January 1, 2019) and have not restated comparative periods.

 

Our operating leases relate primarily to office space and bank branches.  As a result of implementing ASU 2016-02, we recognized an operating lease right-of-use (“ROU”) asset of $26.2 million and an operating lease liability of $26.5 million on January 1, 2019, with no impact on our consolidated statements of income or consolidated statements of cash flows compared to the prior lease accounting model. The ROU asset and operating lease liability are recorded in other assets and other liabilities, respectively, in the consolidated balance sheets. See Note 11 - Leases for additional information.

 

Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions may affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses.

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Reclassifications - We have made certain reclassifications to the 2018 financial presentation to conform to the 2019 presentation. These reclassifications did not change net income or stockholders’ equity.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which sets forth a “current expected credit loss” (“CECL”) model requiring Old Line Bancshares to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. For public business entities that are U.S. Securities and Exchange Commission filers, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Old Line Bancshares has constituted a committee that has the responsibility to gather loan information and consider acceptable methodologies to comply with this ASU. The committee meets periodically to discuss the latest developments and committee members keep themselves updated on such developments via webcasts, publications, and conferences. We have also evaluated and selected a third party vendor solution to assist us in the application of ASU 2016-13. The adoption of ASU 2016-13 is likely to result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. We expect to run our current model parallel to the CECL model by the end of the third quarter in 2019. Old Line Bancshares’ evaluation indicates that the provisions of ASU 2016-13 will impact its consolidated financial statements, in particular the level of the reserve for loan losses. We are, however, continuing to evaluate the extent of the potential impact.

 

In March 2017, FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities . This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Previously, entities generally amortized the premium over the contractual life of the security. The guidance does not change the accounting for purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 was effective for interim and annual reporting periods beginning after December 15, 2018; early adoption was permitted. The guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The adoption of this guidance did not have a material impact on Old Line Bancshares’ consolidated financial statements.

 

In July 2018, FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements.   The amendments set forth therein provide entities with an additional (and optional) transition method to adopt the new leases standard set forth in ASU 2016-02. Under such new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with U.S. GAAP (Topic 840, Leases ).  The amendments also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with Topic 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with Topic 842 The amendments have the same effective date as ASU 2016-02 (January 1, 2019 for Old Line Bancshares). Old Line Bancshares elected the transition options. ASU 2018-11 did not have a material impact on our consolidated financial statements.

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ASU 2019-01, Leases (Topic 842) , provides clarifications to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing essential information about leasing transactions. Specifically, ASU 2019-01 (i) allows the fair value of the underlying asset reported by lessors that are not manufacturers or dealers to continue to be its cost and not fair value as measured under the fair value definition, (ii) allows for the cash flows received for sales-type and direct financing leases to continue to be presented as results from investing, and (iii) clarifies that entities do not have to disclose the effect of the lease standard on adoption year interim amounts. ASU 2019-01 will be effective for us on January 1, 2020 and will not have a material impact on our consolidated financial statements.

 

2. ACQUISITION OF BAY BANCORP, INC.

 

On April 13, 2018, Old Line Bancshares acquired Bay Bancorp, Inc. (“BYBK”), the parent company of Bay Bank, FSB (“Bay Bank”). Upon the consummation of the merger, each share of common stock of BYBK outstanding immediately before the merger was converted into the right to receive 0.4088 shares of Old Line Bancshares’ common stock, provided that cash was paid in lieu of any fractional shares of Old Line Bancshares common stock. As a result, Old Line Bancshares issued 4,408,087 shares of its common stock in exchange for the shares of BYBK common stock in the merger. The aggregate merger consideration was approximately $143.6 million based on the closing sales price of Old Line Bancshares’ common stock on April 13, 2018.

 

In connection with the merger, Bay Bank merged with and into Old Line Bank, with Old Line Bank the surviving bank.

 

At April 13, 2018, BYBK had consolidated assets of approximately $661 million. This merger added eleven banking locations located in BYBK’s primary market areas of Baltimore City and Anne Arundel, Baltimore, Howard and Harford Counties in Maryland.

 

The BYBK transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Management made significant estimates and exercised significant judgment in accounting for the acquisition of BYBK. Management judgmentally assigned risk ratings to loans based on appraisals and estimated collateral values, expected cash flows, prepayment speeds and estimated loss factors to measure fair value for loans. Management used quoted or current market prices to determine the fair value of BYBK’s investment securities.

 

The following table provides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values.

 

Purchase Price Consideration    
Cash consideration   $ 973,383  
Purchase price assigned to shares exchanged for stock     142,645,695  
Total purchase price for BYBK acquisition     143,619,078  

 

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Fair Value of Assets Acquired    
Cash and due from banks   $ 22,590,994  
Investment securities     51,895,757  
Restricted equity securities, at cost     2,339,700  
Loans, net     546,215,988  
Premises and equipment     3,127,963  
Accrued interest receivable     1,714,054  
Accrued taxes receivable     1,912,807  
Deferred income taxes     1,219,602  
Bank owned life insurance     16,319,198  
Other real estate owned     1,041,079  
Core deposit intangible     11,243,714  
Other assets     1,817,233  
Total assets acquired   $ 661,438,089  
Fair Value of Liabilities assumed        
Deposits   $ 541,368,907  
Short term borrowings     41,100,000  
Other liabilities     4,934,884  
Total liabilities assumed   $ 587,403,791  
Fair Value of net assets acquired     74,034,298  
Total Purchase Price     143,619,078  
         
Goodwill recorded for BYBK   $ 69,584,780  

 

 

 

 

 

 

 

 

 

 

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3. INVESTMENT SECURITIES

 

Presented below is a summary of the amortized cost and estimated fair value of securities.

 

        Gross   Gross    
    Amortized   unrealized   unrealized   Estimated
    cost   gains   losses   fair value
June 30, 2019                                
Available for sale                                
U.S. Treasury   $ 2,989,772     $ 2,728     $     $ 2,992,500  
U.S. government agency     83,339,317       1,295,847       (39,552 )     84,595,612  
Corporate bonds     18,612,848       363,129             18,975,977  
Foreign bonds     5,500,000       1,912       (148 )     5,501,764  
Municipal securities     77,961,751       853,997       (43,212 )     78,772,536  
Mortgage backed securities:                                
FHLMC certificates     17,917,050       13,304       (366,766 )     17,563,588  
FNMA certificates     61,732,073       120,612       (1,139,590 )     60,713,095  
GNMA certificates     27,183,337       27,258       (356,117 )     26,854,478  
Total available for sale securities   $ 295,236,148     $ 2,678,787     $ (1,945,385 )   $ 295,969,550  
                                 
December 31, 2018                                
Available for sale                                
U.S. Treasury   $ 3,003,410     $     $ (10,910 )   $ 2,992,500  
U.S. government agency     19,123,653             (517,475 )     18,606,178  
Corporate bonds     18,615,768       227,691       (4,231 )     18,839,228  
Foreign bonds     3,500,000       98             3,500,098  
Municipal securities     79,416,920       19,392       (2,147,608 )     77,288,704  
Mortgage backed securities                                
FHLMC certificates     19,079,921       962       (1,007,115 )     18,073,768  
FNMA certificates     56,720,930             (3,062,170 )     53,658,760  
GNMA certificates     27,873,539             (1,127,013 )     26,746,526  
Total available for sale securities   $ 227,334,141     $ 248,143     $ (7,876,522 )   $ 219,705,762  

 

At June 30, 2019 and December 31, 2018, securities with unrealized losses segregated by length of impairment were as follows:

 

    June 30, 2019
    Less than 12 months   12 Months or More   Total
    Fair   Unrealized   Fair   Unrealized   Fair   Unrealized
    value   losses   value   losses   value   losses
U.S. government agency   $ 3,004,500     $ 9,858     $ 4,099,221     $ 29,694     $ 7,103,721     $ 39,552  
Foreign debt securities                 499,853       148       499,853       148  
Municipal securities                 8,158,964       43,212       8,158,964       43,212  
Mortgage backed securities                                                
FHLMC certificates                 15,787,840       366,766       15,787,840       366,766  
FNMA certificates                 49,200,276       1,139,590       49,200,276       1,139,590  
GNMA certificates     2,355,121       1,509       16,883,262       354,608       19,238,383       356,117  
Total   $ 5,359,621     $ 11,367     $ 94,629,416     $ 1,934,018     $ 99,989,037     $ 1,945,385  

 

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    December 31, 2018
    Less than 12 months   12 Months or More   Total
    Fair   Unrealized   Fair   Unrealized   Fair   Unrealized
    value   losses   value   losses   value   losses
U.S. Treasury   $ 1,503,516     $ 1,313     $ 1,488,984     $ 9,597     $ 2,992,500     $ 10,910  
U.S. government agency     1,357,980       26,795       15,288,957       490,680       16,646,937       517,475  
Corporate bonds     2,995,769       4,231                   2,995,769       4,231  
Municipal securities     13,707,759       100,387       54,243,374       2,047,221       67,951,133       2,147,608  
Mortgage backed securities                                                
FHLMC certificates     1,715,756       26,062       16,293,413       981,053       18,009,169       1,007,115  
FNMA certificates     1,164,291       11,023       52,494,470       3,051,147       53,658,761       3,062,170  
GNMA certificates     8,871,024       138,099       17,875,503       988,914       26,746,527       1,127,013  
Total   $ 31,316,095     $ 307,910     $ 157,684,701     $ 7,568,612     $ 189,000,796     $ 7,876,522  

 

At June 30, 2019 and December 31, 2018, we had 82 and 166 investment securities, respectively, in an unrealized loss position for 12 months or more and 2 and 34 securities, respectively, in an unrealized loss position for less than 12 months.  We consider all unrealized losses on securities as of June 30, 2019 to be temporary losses because we will redeem each security at face value at or prior to maturity. We have the ability and intent to hold these securities until recovery or maturity. As of June 30, 2019, we do not have the intent to sell any of the securities classified as available for sale and believe that it is more likely than not that we will not have to sell any such securities before a recovery of cost. In most cases, market interest rate fluctuations cause a temporary impairment in value. We expect the fair value to recover as the investments approach their maturity date or re-pricing date or if market yields for these investments decline. We do not believe that credit quality caused the impairment in any of these securities. Because we believe these impairments are temporary, we have not realized any loss in our consolidated statement of income.

 

Gain on the sale or call of investment securities for the six months ended June 30, 2019 is the result of one callable agency that was called compared to no sales or calls for the comparable six months last year.

 

Contractual maturities and pledged securities at June 30, 2019 are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties. We classify mortgage-backed securities (“MBS”) based on contractual maturity date. However, we receive payments on a monthly basis.

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    Available for Sale
    Amortized   Fair
June 30, 2019   cost   value
         
Maturing                
Within one year   $ 5,989,772     $ 5,993,075  
Over one to five years     4,566,320       4,581,001  
Over five to ten years     99,090,605       100,378,135  
Over ten years     185,589,451       185,017,339  
Total   $ 295,236,148     $ 295,969,550  
Pledged securities   $ 135,113,089     $ 133,860,837  

 

4. LOANS

 

Major classifications of loans held for investment are as follows:

 

    June 30, 2019   December 31, 2018
    Legacy (1)   Acquired   Total   Legacy (1)   Acquired   Total
                         
Commercial Real Estate                                                
Owner Occupied   $ 311,984,259     $ 132,158,619     $ 444,142,878     $ 299,266,275     $ 140,892,706     $ 440,158,981  
Investment     614,696,965       182,790,150       797,487,115       592,529,807       195,883,002       788,412,809  
Hospitality     196,356,242       19,069,944       215,426,186       172,189,046       13,134,019       185,323,065  
Land and A&D     70,866,193       7,107,755       77,973,948       71,908,761       21,760,867       93,669,628  
Residential Real Estate                                                
First Lien-Investment     120,411,103       43,992,312       164,403,415       104,084,050       48,483,340       152,567,390  
First Lien-Owner Occupied     107,911,628       130,954,430       238,866,058       108,696,078       140,221,589       248,917,667  
Residential Land and A&D     46,826,606       11,146,929       57,973,535       42,639,161       16,828,434       59,467,595  
HELOC and Jr. Liens     22,398,293       36,816,530       59,214,823       20,749,184       41,939,123       62,688,307  
Commercial and Industrial     252,178,329       74,276,267       326,454,596       239,766,662       91,431,724       331,198,386  
Consumer     14,143,513       28,687,040       42,830,553       16,289,147       34,919,111       51,208,258  
Total loans     1,757,773,131       666,999,976       2,424,773,107       1,668,118,171       745,493,915       2,413,612,086  
Allowance for loan losses     (7,417,436 )     (472,299 )     (7,889,735 )     (7,004,839 )     (466,184 )     (7,471,023 )
Deferred loan costs, net     3,553,772             3,553,772       3,086,635             3,086,635  
Net loans   $ 1,753,909,467     $ 666,527,677     $ 2,420,437,144     $ 1,664,199,967     $ 745,027,731     $ 2,409,227,698  

 

 

(1) As a result of the acquisitions of Maryland Bankcorp, Inc. (“Maryland Bankcorp”), the parent company of Maryland Bank & Trust Company, N.A. (“MB&T”), in April 2011, WSB Holdings Inc., the parent company of The Washington Savings Bank (“WSB”), in May 2013, Regal Bancorp, Inc. (“Regal”), the parent company of Regal Bank & Trust (“Regal Bank”), in December 2015, DCB Bancshares, Inc. (“DCB”), the parent company of Damascus Community Bank (“Damascus”), in July 2017, and BYBK, the parent company of Bay Bank, in April 2018, we have segmented the portfolio into two components, “Legacy” loans originated by Old Line Bank and “Acquired” loans acquired from MB&T, WSB, Regal Bank, Damascus and Bay Bank.

 

Credit Policies and Administration

 

We have adopted a comprehensive lending policy, which includes stringent underwriting standards for all types of loans. We have designed our underwriting standards to promote a complete banking relationship rather than a transactional relationship. Our lending staff follows pricing guidelines established periodically by our management team. In an effort to manage risk, prior to funding the loan committee, consisting of four non-employee members of the board of directors and four executive officers, must approve by majority vote all credit decisions in excess of a lending officer’s lending authority. Management believes that we employ experienced lending officers, secure appropriate collateral and carefully monitor the financial condition of our borrowers and the concentrations of loans in the portfolio.

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In addition to the internal business processes employed in the credit administration area, Old Line Bank retains an outside independent firm to review the loan portfolio. This firm performs a detailed annual review and an interim update. We use the results of the firm’s report to validate our internal ratings and we review the commentary on specific loans and on our loan administration activities in order to improve our operations.

 

Commercial Real Estate Loans

 

We finance commercial real estate for our clients, for owner occupied and investment properties, hospitality and land acquisition and development. Commercial real estate loans totaled $1.53 billion and $1.51 billion, respectively, at June 30, 2019 and December 31, 2018. This lending has involved loans secured by owner-occupied commercial buildings for office, storage and warehouse space, as well as non-owner occupied commercial buildings. Our underwriting criteria for commercial real estate loans include maximum loan-to-value ratios, debt coverage ratios, secondary sources of repayments, guarantor requirements, net worth requirements and quality of cash flows. Loans secured by commercial real estate may be large in size and may involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties. We will generally finance owner occupied commercial real estate that does not exceed loan to value of 80% and investor real estate at a maximum loan to value of 75%.

 

Commercial real estate lending entails significant risks. Risks inherent in managing our commercial real estate portfolio relate to sudden or gradual drops in property values as well as changes in the economic climate that may detrimentally impact the borrower’s ability to repay. We monitor the financial condition and operating performance of the borrower through a review of annual tax returns and updated financial statements. In addition, we meet with the borrower and/or perform site visits as required.

 

At June 30, 2019, we had approximately $215.4 million of commercial real estate loans outstanding to the hospitality industry. An individual review of these loans indicates that they generally have a low loan to value, more than acceptable existing or projected cash flow, are to experienced operators and are generally dispersed throughout the region.

 

Residential Real Estate Loans

 

We offer a variety of consumer oriented residential real estate loans including home equity lines of credit, home improvement loans and first or second mortgages on owner occupied and investment properties. Our residential loan portfolio amounted to $520.5 million and $523.6 million, respectively, at June 30, 2019 and December 31, 2018. Although most of these loans are in our market area, the diversity of the individual loans in the portfolio reduces our potential risk. Usually, we secure our residential real estate loans with a security interest in the borrower’s primary or secondary residence with a loan to value not exceeding 85%. Our initial underwriting includes an analysis of the borrower’s debt/income ratio, which generally may not exceed 43%, collateral value, length of employment and prior credit history. A credit score of at least 640 is required, except for loans originated for sale in the secondary market, as discussed below. We do not originate any subprime residential real estate loans.

 

This segment of our portfolio also consists of funds advanced for construction of custom single family residences homes (where the home buyer is the borrower) and financing to builders for the construction of pre-sold homes and multi-family housing. These loans generally have short durations, meaning maturities typically of twelve months or less. Old Line Bank limits its construction lending risk through adherence to established underwriting procedures. These loans generally have short durations, meaning maturities typically of twelve months or less. Residential houses, multi-family dwellings and commercial buildings under construction and the underlying land for which the loan was obtained secure the construction loans. The vast majority of these loans are concentrated in our market area.

 

Construction lending also entails significant risk. These risks generally involve larger loan balances concentrated with single borrowers with funds advanced upon the security of the land or the project under construction. An appraisal of the property estimates the value of the project “as is and as if” completed. An appraisal of the property estimates the value of the project prior to completion of construction. Thus, initial funds are advanced based on the current value of the property with the remaining construction funds advanced under a budget sufficient to successfully complete the project within the “as completed” loan to value. To further mitigate the risks, we generally limit loan amounts to 80% or less of appraised values and obtain first lien positions on the property.

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We generally only offer real estate construction financing only to experienced builders, commercial entities or individuals who have demonstrated the ability to obtain a permanent loan “take-out” (conversion to a permanent mortgage upon completion of the project). We also perform a complete analysis of the borrower and the project under construction. This analysis includes a review of the cost to construct, the borrower’s ability to obtain a permanent “take-out” the cash flow available to support the debt payments and construction costs in excess of loan proceeds, and the value of the collateral. During construction, we advance funds on these loans on a percentage of completion basis. We inspect each project as needed prior to advancing funds during the term of the construction loan. We may provide permanent financing on the same projects for which we have provided the construction financing.

 

We also offer fixed rate home improvement loans. Our home equity and home improvement loan portfolio gives us a diverse client base. Although most of these loans are in our market area, the diversity of the individual loans in the portfolio reduces our potential risk. Usually, we secure our home equity loans and lines of credit with a security interest in the borrower’s primary or secondary residence.

 

Under our loan approval policy, all residential real estate loans approved must comply with federal regulations. Generally, we will make residential mortgage loans in amounts up to the limits established by Fannie Mae and Freddie Mac for secondary market resale purposes. Currently this amount for single-family residential loans varies from $484,350 up to a maximum of $726,525 for certain high-cost designated areas. We also make residential mortgage loans up to limits established by the Federal Housing Administration, which currently is $726,525. The Washington, D.C. and Baltimore areas are both considered high-cost designated areas. We will, however, make loans in excess of these amounts if we believe that we can sell the loans in the secondary market or that the loans should be held in our portfolio. For loans we originate for sale in the secondary market, we typically require a credit score of 620 or higher, with some exceptions provided we receive an approval recommendation from FannieMae, FreddieMac or the Federal Housing Administration’s automated underwriting approval system.  Loans sold in the secondary market are sold to investors on a servicing released basis and recorded as loans as held for sale.  The premium is recorded in income on marketable loans in non-interest income, net of commissions paid to the loan officers.

 

Commercial and Industrial Lending

 

Our commercial and industrial lending consists of lines of credit, revolving credit facilities, accounts receivable financing, term loans, equipment loans, Small Business Administration loans, standby letters of credit and unsecured loans. We originate commercial loans for any business purpose including the financing of leasehold improvements and equipment, the carrying of accounts receivable, general working capital, and acquisition activities. We have a diverse client base and we do not have a concentration of these types of loans in any specific industry segment. We generally secure commercial business loans with accounts receivable, equipment, deeds of trust and other collateral such as marketable securities, cash value of life insurance and time deposits at Old Line Bank.

 

Commercial business loans have a higher degree of risk than residential mortgage loans because the availability of funds for repayment generally depends on the success of the business. They may also involve high average balances, increased difficulty monitoring and a high risk of default. To help manage this risk, we typically limit these loans to proven businesses and we generally obtain appropriate collateral and personal guarantees from the borrower’s principal owners and monitor the financial condition of the business. For loans in excess of $250,000, monitoring generally includes a review of the borrower’s annual tax returns and updated financial statements.

 

Consumer Installment Lending

 

We offer various types of secured and unsecured consumer loans. We make consumer loans for personal, family or household purposes as a convenience to our customer base. Consumer loans, however, are not a focus of our lending activities. The underwriting standards for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of his or her ability to meet existing obligations and payments on the proposed loan. As a general guideline, a consumer’s total debt service should not exceed 40% of his or her gross income.

 

Our consumer loan portfolio includes indirect loans, which consists primarily of auto and RV loans. These loans are financed through dealers and the dealers receive a percentage of the finance charge, which varies depending on the terms of each loan. We use the same underwriting standards in originating these indirect loans as we do for consumer loans generally.

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Consumer loans may present greater credit risk than residential mortgage loans because many consumer loans are unsecured or rapidly depreciating assets secure these loans. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage, loss or depreciation. Consumer loan collections depend on the borrower’s continuing financial stability. If a borrower suffers personal financial difficulties, the consumer may not repay the loan. Also, various federal and state laws, including bankruptcy and insolvency laws, may limit the amount we can recover on such loans.

 

Concentrations of Credit

 

Most of our lending activity occurs within the state of Maryland within the suburban Washington, D.C. and Baltimore market areas in Baltimore City and Anne Arundel, Baltimore, Calvert, Carroll, Charles, Frederick, Harford, Howard, Montgomery, Prince George’s and St. Mary’s Counties. The majority of our loan portfolio consists of commercial real estate loans and residential real estate loans.

 

Non-Accrual and Past Due Loans

 

We consider loans past due if the borrower has not paid the required principal and interest payments when due under the original or modified terms of the promissory note and place a loan on non-accrual status when the payment of principal or interest has become 90 days past due. When we classify a loan as non-accrual, we no longer accrue interest on such loan and we reverse any interest previously accrued but not collected. We will generally restore a non-accrual loan to accrual status when the borrower brings delinquent principal and interest payments current and we expect to collect future monthly principal and interest payments. We recognize interest on non-accrual legacy loans only when received. We originally recorded purchased, credit-impaired loans at fair value upon acquisition, and an accretable yield is established and recognized as interest income on purchased loans to the extent subsequent cash flows support the estimated accretable yield. Purchased, credit-impaired loans that perform consistently with the accretable yield expectations are not reported as non-accrual or nonperforming. However, purchased, credit-impaired loans that do not continue to perform according to accretable yield expectations are considered impaired, and presented as non-accrual and nonperforming. Currently, management expects to fully collect the carrying value of acquired, credit-impaired loans.

 

 

 

 

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The table below presents an age analysis of the loans held for investment portfolio at June 30, 2019 and December 31, 2018.

 

Age Analysis of Past Due Loans

 

    Age Analysis of Past Due Loans
    June 30, 2019   December 31, 2018
    Legacy   Acquired   Total   Legacy   Acquired   Total
Current   $ 1,749,706,045     $ 656,854,043     $ 2,406,560,088     $ 1,659,191,112     $ 729,738,007     $ 2,388,929,119  
Accruing past due loans:                                                
30 - 89 days past due                                                
Commercial Real Estate:                                                
Owner Occupied     1,705,819       1,299       1,707,118       3,990,558             3,990,558  
Investment     65,577       2,027,487       2,093,064       1,729,404       3,849,944       5,579,348  
Land and A&D                                    
Residential Real Estate:                                                
First Lien-Investment     177,569       974,947       1,152,516       179,701       896,227       1,075,928  
First Lien-Owner Occupied     92,141       2,215,087       2,307,228       94,178       3,062,084       3,156,262  
Land and A&D     456,850       71,178       528,028       883,460       413,191       1,296,651  
HELOC and Jr. Liens     457,063       497,461       954,524       119,924       790,989       910,913  
Commercial and Industrial     513,877       267,730       781,607       670,318       1,444,347       2,114,665  
Consumer     234,574       660,726       895,300       320,071       1,338,813       1,658,884  
Total 30 - 89 days past due     3,703,470       6,715,915       10,419,385       7,987,614       11,795,595       19,783,209  
90 or more days past due                                                
Commercial Real Estate:                                                
Owner Occupied     2,687,996               2,687,996                    
Investment                             139,247       139,247  
Residential Real Estate:                                                
First Lien-Owner Occupied                             103,365       103,365  
Commercial and Industrial     94,207       9,102       103,309                    
Consumer                             54       54  
Total 90 or more days past due     2,782,203       9,102       2,791,305             242,666       242,666  
Total accruing past due loans     6,485,673       6,725,017       13,210,690       7,987,614       12,038,261       20,025,875  
Recorded Investment Non-accruing loans:                                                
Commercial Real Estate:                                                
Owner Occupied           247,624       247,624             182,261       182,261  
Investment     576,671       52,121       628,792             51,070       51,070  
Land and A&D           9,525       9,525             45,000       45,000  
Residential Real Estate:                                                
First Lien-Investment     192,501       310,629       503,130       192,501       292,758       485,259  
First Lien-Owner Occupied     249,298       1,734,557       1,983,855       262,194       2,027,974       2,290,168  
Land and A&D     284,179       197,199       481,378       277,704       201,737       479,441  
HELOC and Jr. Liens           674,106       674,106             690,732       690,732  
Commercial and Industrial     241,972       45,319       287,291       191,388       45,269       236,657  
Consumer     36,792       149,836       186,628       15,658       180,846       196,504  
Non-accruing past due loans:     1,581,413       3,420,916       5,002,329       939,445       3,717,647       4,657,092  
Total Loans   $ 1,757,773,131     $ 666,999,976     $ 2,424,773,107     $ 1,668,118,171     $ 745,493,915     $ 2,413,612,086  

 

We consider all nonperforming loans and troubled debt restructurings (“TDRs”) to be impaired. We do not recognize interest income on nonperforming loans during the time period that the loans are nonperforming. We only recognize interest income on nonperforming loans when we receive payment in full for all amounts due of all contractually required principle and interest, and the loan is current with its contractual terms. The tables below present our impaired loans at and for the periods ended June 30, 2019 and December 31, 2018.

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    Impaired Loans                
                Three months June 30, 2019   Six months June 30, 2019
    Unpaid           Average   Interest   Average   Interest
    Principal   Recorded   Related   Recorded   Income   Recorded   Income
    Balance   Investment   Allowance   Investment   Recognized   Investment   Recognized
Legacy                            
With no related allowance recorded:                                                        
Commercial Real Estate:                                                        
Owner Occupied   $ 1,666,212     $ 1,666,212     $     $ 1,496,241     $ 14,882       1,502,767     $ 25,281  
Investment     1,711,553       1,711,553             1,894,290       12,408       1,900,804       36,333  
Land and A&D                                          
Residential Real Estate:                                                        
First Lien-Investment                                          
First Lien-Owner Occupied     249,298       249,298             276,661       3,801       278,297       5,930  
Commercial and Industrial     333,399       333,399             336,972       2,967       341,295       5,074  
Consumer     25,767       25,767             26,571       516       27,546       1,105  
With an allowance recorded:                                                        
Commercial Real Estate:                                                        
Residential Real Estate:                                                        
First Lien-Investment     192,501       192,501       39,420       192,501             192,501        
First Lien-Owner Occupied                                          
Land and A&D     284,179       284,179       25,000       284,179             283,400        
Commercial and Industrial     241,972       241,972       76,307       242,610             242,610        
Consumer     11,025       11,025       1,328       12,098       324       12,439       770  
Total legacy impaired     4,715,906       4,715,906       142,055       4,762,123       34,898       4,781,659       74,493  
Acquired(1)                                                        
With no related allowance recorded:                                                        
Commercial Real Estate:                                                        
Owner Occupied     267,823       267,823             267,594             267,305        
Investment                                          
Land and A&D                                          
Residential Real Estate:                                                        
First Lien-Owner Occupied     1,838,165       1,824,112             1,961,652       59,476       1,970,060       80,372  
First Lien-Investment                                          
Land and A&D     53,739       53,739             60,178       2,156       60,733       3,217  
HELOC and Jr. Lien     441,957       441,957             462,039       8,869       469,406       15,360  
Commercial     65,526       65,526             65,897       838       66,477       1,681  
Consumer     100,194       100,194             120,703       1,070       130,286       3,009  
With an allowance recorded:                                                        
Commercial Real Estate:                                                        
Investment     72,408       72,408       14,340       163,876             163,876        
Land and A&D     293,376       9,525       9,525       327,682             328,263        
Residential Real Estate:                                                        
Land and A&D     154,297       154,297       86,297       161,153             151,153        
First Lien-Investment     315,751       315,751       85,653       323,147             319,485        
First Lien-Owner Occupied     322,513       322,513       136,374       316,734               319,607          
HELOC and Jr. Lien     242,580       242,580       81,435       240,932               244,163          
Commercial and Industrial     48,750       48,750       48,750       48,750             48,750        
Consumer     75,726       75,726       9,925       88,893       991       93,710       3,195  
Total acquired impaired     4,292,805       3,994,901       472,299       4,609,230       73,400       4,633,274       106,834  
Total impaired   $ 9,008,711     $ 8,710,807     $ 614,354     $ 9,371,353     $ 108,298       9,414,933     $ 181,327  

 

 

(1) U.S. GAAP requires that we record acquired loans at fair value at acquisition, which includes a discount for loans with credit impairment. These purchased credit impaired loans are not performing according to their contractual terms and meet the definition of an impaired loan. Although we do not accrue interest income at the contractual rate on these loans, we do recognize an accretable yield as interest income to the extent such yield is supported by cash flow analysis of the underlying loans.

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Impaired Loans
December 31, 2018
                     
    Unpaid           Average   Interest
    Principal   Recorded   Related   Recorded   Income
    Balance   Investment   Allowance   Investment   Recognized
Legacy                                        
With no related allowance recorded:                                        
Commercial Real Estate:                                        
Owner Occupied   $ 1,737,394     $ 1,737,394     $     $ 1,766,117     $ 74,203  
Investment     1,688,661       1,688,661             1,716,183       88,410  
Residential Real Estate:                                        
First Lien-Owner Occupied     262,194       262,194             285,514       11,412  
Land and A&D     277,704       277,704             277,704        
Consumer     1,495       1,495             10,707       1,130  
With an allowance recorded:                                        
Residential Real Estate:                                        
First Lien-Owner Occupied                                        
First Lien-Investment     192,501       192,501       39,420       192,501        
Commercial and Industrial     148,349       148,349       13,149       152,898       3,926  
Consumer     14,163       14,163       1,416       27,217       1,129  
Total legacy impaired     4,808,509       4,808,509       53,985       4,938,812       198,805  
Acquired(1)                                        
With no related allowance recorded:                                        
Commercial Real Estate:                                        
Owner Occupied     283,083       232,635             542,654       3,281  
Residential Real Estate:                                        
First Lien-Owner Occupied     2,127,854       2,011,286             2,159,327       38,636  
Land and A&D     58,659       58,659             62,178       2,896  
Consumer     22,139       22,139             26,027       364  
With an allowance recorded:                                        
Commercial Real Estate:                                        
Owner Occupied                                        
Investment     72,408       72,408       14,340       163,876       2,750  
First Lien-Owner Occupied     459,033       459,033       98,008       482,422       7,695  
First Lien-Investment     298,187       298,187       62,701       310,862       7,871  
Land and A&D     154,297       154,297       99,517       159,819        
HELOC and Jr. Lien     533,565       533,565       78,814       534,204       12,254  
Commercial and Industrial     48,750       48,750       48,750       48,750       237  
Consumer     188,102       188,102       19,053       231,978       11,619  
Total acquired impaired     4,810,584       4,359,717       466,183       5,289,532       96,107  
Total impaired   $ 9,619,093     $ 9,168,226     $ 520,168     $ 10,228,344     $ 294,912  

 

 

(1) U.S. GAAP requires that we record acquired loans at fair value at acquisition, which includes a discount for loans with credit impairment. These purchased credit impaired loans are not performing according to their contractual terms and meet the definition of an impaired loan. Although we do not accrue interest income at the contractual rate on these loans, we do recognize an accretable yield as interest income to the extent such yield is supported by cash flow analysis of the underlying loans.

 

We consider a loan a TDR when we conclude that both of the following conditions exist: the restructuring constitutes a concession and the debtor is experiencing financial difficulties. Restructured loans at June 30, 2019 consisted of seven loans for an aggregate of $2.3 million compared to seven loans for an aggregate of $2.4 million at December 31, 2018.

 

We had no loan modifications reported as TDRs during the three or six months ended June 30, 2019. We had no loans that were modified as a TDR that defaulted during the three or six-month periods ended June 30, 2019 or 2018.

 

The following table includes the recorded investment in and number of modifications of TDRs for the three and six months ended June 30, 2019 and 2018. We report the recorded investment in loans prior to a modification and also the recorded investment in the loans after the loans were restructured. Reductions in the recorded investment are primarily due to the partial charge-off of the principal balance prior to the modification. We had no loans that were modified as a TDR that defaulted within three months of the modification date during the three- or six-month periods ended June 30, 2019 and 2018.

 

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    Loans Modified as a TDR for the three months ended
    June 30, 2019   June 30, 2018
        Pre-   Post       Pre-   Post
        Modification   Modification       Modification   Modification
        Outstanding   Outstanding       Outstanding   Outstanding
Troubled Debt Restructurings—   # of   Recorded   Recorded   # of   Recorded   Recorded
(Dollars in thousands)   Contracts   Investment   Investment   Contracts   Investment   Investment
Legacy                        
Residential Real Estate Owner Occupied                       1       201,449       28,556  
Total legacy TDRs         $     $             $ 201,449     $ 28,556  

 

    Loans Modified as a TDR for the six months ended
    June 30, 2019   June 30, 2018
        Pre-   Post       Pre-   Post
        Modification   Modification       Modification   Modification
        Outstanding   Outstanding       Outstanding   Outstanding
Troubled Debt Restructurings—   # of   Recorded   Recorded   # of   Recorded   Recorded
(Dollars in thousands)   Contracts   Investment   Investment   Contracts   Investment   Investment
Legacy                                                
Residential Real Estate Owner Occupied                       1       201,449       28,556  
Total legacy TDRs         $     $       1     $ 201,449     $ 28,556  

 

Acquired impaired loans

 

The following table documents changes in the accretable (premium) discount on acquired impaired loans during the six months ended June 30, 2019 and 2018, along with the outstanding balances and related carrying amounts for the beginning and end of those respective periods.

 

    June 30, 2019   June 30, 2018
Balance at beginning of period   $ 124,090     $ 115,066  
Additions due to BYBK acquisition           50,984  
Accretion of fair value discounts     (975,109 )     (404,846 )
Reclassification (to)/from non-accretable discount     938,283       414,317  
Balance at end of period   $ 87,264     $ 175,521  

 

    Contractually    
    Required Payments    
    Receivable   Carrying Amount
At June 30, 2019   $ 9,389,589     $ 8,236,699  
At December 31, 2018     11,146,165       9,396,862  
At June 30, 2018     19,588,843       15,209,609  
At December 31, 2017     8,277,731       6,617,774  

 

Credit Quality Indicators

 

We review the adequacy of the allowance for loan losses at least quarterly. We base the evaluation of the adequacy of the allowance for loan losses upon loan categories. We categorize loans as residential real estate loans, commercial real estate loans, commercial loans and consumer loans. We further divide commercial real estate loans by owner occupied, investment, hospitality and land acquisition and development. We also divide residential real estate by owner occupied, investment, land acquisition and development and junior liens. All categories are divided by risk rating and loss factors and weighed by risk rating to determine estimated loss amounts. We evaluate delinquent loans and loans for which management has knowledge about possible credit problems of the borrower or knowledge of problems with collateral separately and assign loss amounts based upon the evaluation.

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We determine loss ratios for all loans based upon a review of the three year loss ratio for the category and qualitative factors.

 

We charge off loans that management has identified as losses. We consider suggestions from our external loan review firm and bank examiners when determining which loans to charge off. We automatically charge off consumer loan accounts based on regulatory requirements. We partially charge off real estate loans that are collateral dependent based on the value of the collateral.

 

If a loan that was previously rated a pass performing loan, from our acquisitions, deteriorates subsequent to the acquisition, the subject loan will be assessed for risk and, if necessary, evaluated for impairment. If the risk assessment rating is adversely changed and the loan is determined to not be impaired, the loan will be placed in a migration category and the credit mark established for the loan will be compared to the general reserve allocation that would be applied using the current allowance for loan losses formula for General Reserves. If the credit mark exceeds the allowance for loan losses formula for General Reserves, there will be no change to the allowance for loan losses. If the credit mark is less than the current allowance for loan losses formula for General Reserves, the allowance for loan losses will be increased by the amount of the shortfall by a provision recorded in the income statement. If the loan is deemed impaired, the loan will be subject to evaluation for loss exposure and a specific reserve. If the estimate of loss exposure exceeds the credit mark, the allowance for loan losses will be increased by the amount of the excess loss exposure through a provision. If the credit mark exceeds the estimate of loss exposure there will be no change to the allowance for loan losses. If a loan from the acquired loan portfolio is carrying a specific credit mark and a current evaluation determines that there has been an increase in loss exposure, the allowance for loan losses will be increased by the amount of the current loss exposure in excess of the credit mark.

 

 

 

 

 

 

 

 

 

23

 

 

The following tables outline the class of loans by risk rating at June 30, 2019 and December 31, 2018:

 

    Account Balance
June 30, 2019   Legacy   Acquired   Total
Risk Rating                        
Pass(1 - 5)                        
Commercial Real Estate:                        
Owner Occupied   $ 305,688,894     $ 129,248,568     $ 434,937,462  
Investment     611,979,200       181,415,246       793,394,446  
Hospitality     196,356,242       19,069,944       215,426,186  
Land and A&D     70,866,193       6,907,857       77,774,050  
Residential Real Estate:                        
First Lien-Investment     119,614,236       40,798,402       160,412,638  
First Lien-Owner Occupied     107,603,041       126,314,521       233,917,562  
Land and A&D     44,488,764       10,849,838       55,338,602  
HELOC and Jr. Liens     22,398,293       35,016,034       57,414,327  
Commercial     250,352,071       71,250,229       321,602,300  
Consumer     14,106,721       28,383,452       42,490,173  
      1,743,453,655       649,254,091       2,392,707,746  
Special Mention(6)                        
Commercial Real Estate:                        
Owner Occupied     412,612       1,275,663       1,688,275  
Investment     1,051,553       926,487       1,978,040  
Land and A&D           190,373       190,373  
Residential Real Estate:                        
First Lien-Investment     283,799       1,767,409       2,051,208  
First Lien-Owner Occupied     59,289       1,526,553       1,585,842  
Land and A&D     2,053,663       99,892       2,153,555  
HELOC and Jr. Liens           1,037,107       1,037,107  
Commercial     310,389       2,906,667       3,217,056  
Consumer           124,752       124,752  
      4,171,305       9,854,903       14,026,208  
Substandard(7)                        
Commercial Real Estate:                        
Owner Occupied     5,882,753       1,634,388       7,517,141  
Investment     1,666,212       448,417       2,114,629  
Land and A&D           9,525       9,525  
Residential Real Estate:                        
First Lien-Investment     513,068       1,426,501       1,939,569  
First Lien-Owner Occupied     249,298       3,113,356       3,362,654  
Land and A&D     284,179       197,199       481,378  
HELOC and Jr. Liens           763,389       763,389  
Commercial     1,515,869       119,371       1,635,240  
Consumer     36,792       178,836       215,628  
      10,148,171       7,890,982       18,039,153  
Doubtful(8)                  
Loss(9)                  
Total   $ 1,757,773,131     $ 666,999,976     $ 2,424,773,107  

24

 

    Account Balance
December 31, 2018   Legacy   Acquired   Total
Risk Rating                        
Pass(1 - 5)                        
Commercial Real Estate:                        
Owner Occupied   $ 293,682,007     $ 137,978,800     $ 431,660,807  
Investment     589,763,511       194,092,985       783,856,496  
Hospitality     172,189,046       13,134,019       185,323,065  
Land and A&D     71,908,761       21,514,420       93,423,181  
Residential Real Estate:                        
First Lien-Investment     103,270,617       45,431,446       148,702,063  
First Lien-Owner Occupied     108,371,748       134,959,907       243,331,655  
Land and A&D     40,268,376       16,524,667       56,793,043  
HELOC and Jr. Liens     20,749,184       41,196,500       61,945,684  
Commercial     237,713,832       89,049,308       326,763,140  
Consumer     16,273,489       34,674,679       50,948,168  
      1,654,190,571       728,556,731       2,382,747,302  
Special Mention(6)                        
Commercial Real Estate:                        
Owner Occupied     420,347       1,303,849       1,724,196  
Investment     1,077,635       557,687       1,635,322  
Land and A&D           201,447       201,447  
Residential Real Estate:                        
First Lien-Investment     289,618       1,709,025       1,998,643  
First Lien-Owner Occupied     62,136       1,522,737       1,584,873  
Land and A&D     2,093,081       102,030       2,195,111  
Commercial     174,729       174,429       349,158  
Consumer           30,848       30,848  
      4,117,546       5,602,052       9,719,598  
Substandard(7)                        
Commercial Real Estate:                        
Owner Occupied     5,163,921       1,610,057       6,773,978  
Investment     1,688,661       1,232,330       2,920,991  
Land and A&D           45,000       45,000  
Residential Real Estate:                        
First Lien-Investment     523,815       1,342,869       1,866,684  
First Lien-Owner Occupied     262,194       3,738,945       4,001,139  
Land and A&D     277,704       201,737       479,441  
HELOC and Jr. Liens           742,623       742,623  
Commercial     1,878,101       2,207,987       4,086,088  
Consumer     15,658       213,584       229,242  
      9,810,054       11,335,132       21,145,186  
Doubtful(8)                  
Loss(9)                  
Total   $ 1,668,118,171     $ 745,493,915     $ 2,413,612,086  

 

The following table details activity in the allowance for loan losses by portfolio segment for the three- and six-month periods ended June 30, 2019 and 2018. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

    Commercial   Commercial   Residential        
Three Months Ended June 30, 2019   and Industrial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,802,347     $ 4,857,156     $ 1,079,483     $ 69,156     $ 7,808,142  
Provision for loan losses     (136,873 )     24,682       160,509       24,265       72,583  
Recoveries     200       417       43,911       11,344       55,872  
Total     1,665,674       4,882,255       1,283,903       104,765       7,936,597  
Loans charged off                       (46,862 )     (46,862 )
Ending Balance   $ 1,665,674     $ 4,882,255     $ 1,283,903     $ 57,903     $ 7,889,735  

 

25

 

 

    Commercial   Commercial   Residential        
Six Months Ended June 30, 2019   and Industrial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,562,740     $ 4,728,694     $ 1,081,394     $ 98,195     $ 7,471,023  
Provision for loan losses     96,089       152,727       156,507       81,435       486,758  
Recoveries     10,953       834       47,030       38,896       97,713  
Total     1,669,782       4,882,255       1,284,931       218,526       8,055,494  
Loans charged off     (4,108 )           (1,028 )     (160,623 )     (165,759 )
Ending Balance   $ 1,665,674     $ 4,882,255     $ 1,283,903     $ 57,903     $ 7,889,735  
Amount allocated to:                                        
Legacy Loans:                                        
Individually evaluated for impairment   $ 76,307     $     $ 64,420     $ 1,328     $ 142,055  
Other loans not individually evaluated     1,540,617       4,858,390       829,724       46,650       7,275,381  
Acquired Loans:                                        
Individually evaluated for impairment     48,750       23,865       389,759       9,925       472,299  
Ending balance   $ 1,665,674     $ 4,882,255     $ 1,283,903     $ 57,903     $ 7,889,735  

 

    Commercial   Commercial   Residential        
Three Months Ended June 30, 2018   and Industrial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,211,958     $ 4,231,433     $ 776,298     $ 37,830     $ 6,257,519  
Provision for loan losses     465,140       (34,959 )     (36,923 )     138,999       532,257  
Recoveries     3,350       278       12,079       3,208       18,915  
Total     1,680,448       4,196,752       751,454       180,037       6,808,691  
Loans charged off                 (1,824 )     (102,290 )     (104,114 )
Ending Balance   $ 1,680,448     $ 4,196,752     $ 749,630     $ 77,747     $ 6,704,577  

 

    Commercial   Commercial   Residential        
Six Months Ended June 30, 2018   and Industrial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,262,030     $ 3,783,735     $ 844,355     $ 30,466     $ 5,920,586  
Provision for loan losses     414,768       412,600       (105,012 )     204,797       927,153  
Recoveries     3,650       417       12,111       6,853       23,031  
Total     1,680,448       4,196,752       751,454       242,116       6,870,770  
Loans charged off                 (1,824 )     (164,369 )     (166,193 )
Ending Balance   $ 1,680,448     $ 4,196,752     $ 749,630     $ 77,747     $ 6,704,577  
Amount allocated to:                                        
Legacy Loans:                                        
Individually evaluated for impairment   $ 94,666     $     $ 76,495     $     $ 171,161  
Other loans not individually evaluated     1,538,766       4,100,361       584,412       49,608       6,273,147  
Acquired Loans:                                        
Individually evaluated for impairment     47,016       96,391       88,723       28,139       260,269  
Ending balance   $ 1,680,448     $ 4,196,752     $ 749,630     $ 77,747     $ 6,704,577  

 

26

 

Our recorded investment in loans at June 30, 2019 and 2018 related to each balance in the allowance for probable loan losses by portfolio segment and disaggregated on the basis of our impairment methodology was as follows:

 

    Commercial   Commercial   Residential        
June 30, 2019   and Industrial   Real Estate   Real Estate   Consumer   Total
Legacy loans:                                        
Individually evaluated for impairment with specific reserve   $ 241,972     $     $ 476,680     $ 11,025     $ 729,677  
Individually evaluated for impairment without specific reserve     333,399       3,377,765       249,298       25,767       3,986,229  
Other loans not individually evaluated     251,602,958       1,190,525,894       296,821,652       14,106,721       1,753,057,225  
Acquired loans:                                        
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)     48,750       81,933       1,035,141       75,726       1,241,550  
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)     65,526       267,823       2,319,808       100,194       2,753,351  
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)     199,982       3,404,876       4,596,366             8,201,224  
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)     73,962,009       337,371,836       214,958,886       28,511,120       654,803,851  
Ending balance   $ 326,454,596     $ 1,535,030,127     $ 520,457,831     $ 42,830,553     $ 2,424,773,107  

 

    Commercial   Commercial   Residential        
June 30, 2018   and Industrial   Real Estate   Real Estate   Consumer   Total
Legacy loans:                                        
Individually evaluated for impairment with specific reserve   $ 94,666     $     $ 1,116,563     $     $ 1,211,229  
Individually evaluated for impairment without specific reserve     368,654       2,696,286       412,496             3,477,436  
Other loans not individually evaluated     204,668,539       1,087,944,518       228,738,227       17,073,514       1,538,424,798  
Acquired loans:                                        
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)     69,970       199,297       253,437       28,556       551,260  
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)     147,351       725,944       2,071,530       32,926       2,977,751  
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)     657,508       8,737,493       5,794,810       19,798       15,209,609  
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)     101,663,343       388,044,140       258,213,244       42,389,405       790,310,132  
Ending balance   $ 307,670,031     $ 1,488,347,678     $ 496,600,307     $ 59,544,199     $ 2,352,162,215  

  

5. OTHER REAL ESTATE OWNED

 

The fair value of other real estate owned was $883 thousand at June 30, 2019 and December 31, 2018. As a result of the acquisitions of Maryland Bankcorp, WSB Holdings, Regal and BYBK, we have segmented other real estate owned (“OREO”) into two components, real estate obtained as a result of loans originated by Old Line Bank (legacy) and other real estate acquired from MB&T, WSB, Regal Bank and Bay Bank or obtained as a result of loans originated by MB&T, WSB, Regal Bank and Bay Bank (acquired); we did not acquire any OREO properties in the DCB acquisition. We are currently aggressively either marketing these properties for sale or improving them in preparation for sale.

27

 

 

The following outlines the transactions in OREO during the period.

 

Six Months ended June 30, 2019   Legacy   Acquired   Total
Beginning balance   $     $ 882,510     $ 882,510  
Sales/deposits on sales                  
Net realized gain/(loss)                  
Total end of period   $     $ 882,510     $ 882,510  

 

Residential Foreclosures and Repossessed Assets  — Once all potential alternatives for reinstatement are exhausted, past due loans collateralized by residential real estate are referred for foreclosure proceedings in accordance with local requirements of the applicable jurisdiction. Once possession of the property collateralizing the loan is obtained, the repossessed property will be recorded within other assets either as OREO or, where management has both the intent and ability to recover its losses through a government guarantee, as a foreclosure claim receivable. At June 30, 2019 and December 31, 2018, residential foreclosures classified as OREO totaled $234 thousand. We had six loans for an aggregate of $711 thousand secured by residential real estate in process of foreclosure at June 30, 2019 compared to five loans for $786 thousand at December 31, 2018.

 

6. EARNINGS PER COMMON SHARE

 

We determine basic earnings per common share by dividing net income by the weighted average number of shares of common stock outstanding giving retroactive effect to stock dividends.

 

We calculate diluted earnings per common share by including the average dilutive common stock equivalents outstanding during the period. Dilutive common equivalent shares consist of stock options, calculated using the treasury stock method.

 

    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2019   2018   2019   2018
Weighted average number of shares        17,025,725       16,249,625       17,032,649       14,407,182  
Dilutive average number of shares        17,148,958       16,464,580       17,149,715       14,620,030  

  

7. STOCK-BASED COMPENSATION

 

For the three months ended June 30, 2019 and 2018, we recorded stock-based compensation expense of $368,206 and $280,750, respectively.  For the six months ended June 30, 2019 and 2018, we recorded stock-based compensation expense of $659,921 and $569,310, respectively. At June 30, 2019, there was $2.0 million of total unrecognized compensation cost related to non-vested stock options that we expect to realize over the next 2.0 years. As of June 30, 2019, there were 167,213 shares remaining available for future issuance under the 2010 equity incentive plan. The officers exercised 4,370 options during the six-month period ended June 30, 2019 compared to 53,021 options exercised during the six-month period ended June 30, 2018.

 

For purposes of determining estimated fair value of stock options, we have computed the estimated fair value of all stock-based compensation using the Black-Scholes option pricing model and, for stock options granted prior to December 31, 2018, we have applied the assumptions set forth in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2018.  Restricted stock awards are valued at the current stock price on the date of the award. During the six months ended June 30, 2019, there were no stock options granted compared to 50,000 stock options granted during the six months ended June 30, 2018. The weighted average grant date fair value of the 2018 stock options is $8.90 and was computed using the Black-Scholes option pricing model under similar assumptions.

 

During the six months ended June 30, 2019 and 2018, we granted 28,191 and 19,443 restricted common stock awards, respectively. The weighted average grant date fair value of these restricted stock awards was $28.74 at June 30, 2019.  At June 30, 2019, there was $5.3 million of total unrecognized compensation cost related to restricted stock awards that we expect to realize over the next 2.5 years. There were 667 restricted shares forfeited during the six-month period ended June 30, 2019 and no restricted shares forfeited during the six-month period ended June 30, 2018.

 

28

 

8. FAIR VALUE MEASUREMENT

 

The fair value of an asset or liability is the price that participants would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

 

The fair value hierarchy established by accounting standards defines three input levels for fair value measurement. The applicable standard describes three levels of inputs that may be used to measure fair value: Level 1 is based on quoted market prices in active markets for identical assets. Level 2 is based on significant observable inputs other than Level 1 prices. Level 3 is based on significant unobservable inputs that reflect a company’s own assumptions about the assumption that market participants would use in pricing an asset or liability. We evaluate fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. There were no transfers between levels during the three and six months ended June 30, 2019 or the year ended December 31, 2018.

 

At June 30, 2019, we hold, as part of our investment portfolio, available for sale securities reported at fair value consisting of municipal securities, U.S. government sponsored entities, corporate bonds, and MBS. Prior to June 30, 2019, corporate bonds included our foreign debt securities (Israel bonds) that we have now moved into a separate classification. The fair value of the majority of these securities is determined using widely accepted valuation techniques including matrix pricing and broker quote-based applications. Inputs include benchmark yields, reported trades, issuer spreads, prepayments speeds and other relevant items, which inputs are used by a third-party pricing service we use to make these determinations.

 

To validate the appropriateness of the valuations provided by the third party, we regularly update the understanding of the inputs used and compare valuations to an additional third party source. We classify all our investment securities available for sale in Level 2 of the fair value hierarchy, with the exception of treasury securities, which fall into Level 1, and our corporate bonds and our foreign debt securities, which fall into Level 3.

 

29

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

    At June 30, 2019 (In thousands)
        Quoted Prices in   Other   Significant   Total Changes
        Active Markets for   Observable   Unobservable   in Fair Values
        Identical Assets   Inputs   Inputs   Included in
    Carrying Value   (Level 1)   (Level 2)   (Level 3)   Period Earnings
Available-for-sale:                    
Treasury securities   $ 2,993     $ 2,993     $     $     $  
U.S. government agency     84,596             84,596              
Corporate bonds     18,976                   18,976        
Foreign debt securities     5,502                   5,502          
Municipal securities     78,773             78,773              
FHLMC MBS     17,563             17,563              
FNMA MBS     60,713             60,713              
GNMA MBS     26,854             26,854              
Total recurring assets at fair value   $ 295,970     $ 2,993     $ 268,499     $ 24,478     $  

 

 

    At December 31, 2018 (In thousands)
        Quoted Prices in   Other   Significant   Total Changes
        Active Markets for   Observable   Unobservable   in Fair Values
        Identical Assets   Inputs   Inputs   Included in
    Carrying Value   (Level 1)   (Level 2)   (Level 3)   Period Earnings
Available-for-sale:                    
Treasury securities   $ 2,993     $ 2,993     $     $     $  
U.S. government agency     18,606             18,606              
Corporate bonds     18,843                   18,843        
Foreign debt securities     3,496                   3,496        
Municipal securities     77,289             77,289              
FHLMC MBS     18,074             18,074              
FNMA MBS     53,659             53,659              
GNMA MBS     26,746             26,746              
Total recurring assets at fair value   $ 219,706     $ 2,993     $ 194,374     $ 22,339     $  

 

Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes our methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value. Furthermore, we have not comprehensively revalued the fair value amounts since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the above presented amounts.

 

The fair value of the majority of the securities in significant unobservable inputs (Level 3) is determined using widely accepted valuation techniques including matrix pricing and broker-quote based applications. Inputs include benchmark yields, reported trades, issuer spreads, prepayments speeds and other relevant items, which inputs are used by a third-party pricing service we use to make these determinations.

 

The following table provides a reconciliation of changes in fair value included in assets measured in the Consolidated Balance Sheet using inputs classified as level 3 in the fair value for the period indicated:

 

     
(in thousands)   Level 3
Investment available-for-sale        
Balance as of January 1, 2019   $ 22,339  
Realized and unrealized gains (losses)        
Included in earnings      
Included in other comprehensive income     (361 )
Purchases, issuances, sales and settlements     2,500  
Transfers into or out of level 3      
Balance at June 30, 2019   $ 24,478  

 

30

 

The fair value calculated may not be indicative of net realized value or reflective of future fair values.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

We may be required, from time to time, to measure certain assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis at June 30, 2019 and December 31, 2018 are included in the tables below.

 

We also measure certain non-financial assets such as OREO, TDRs, and repossessed or foreclosed property at fair value on a non-recurring basis. Generally, we estimate the fair value of these items using Level 2 inputs based on observable market data or Level 3 inputs based on discounting criteria.

 

    At June 30, 2019 (In thousands)
        Quoted Prices in   Other   Significant
        Active Markets for   Observable   Unobservable
        Identical Assets   Inputs   Inputs
    Carrying Value   (Level 1)   (Level 2)   (Level 3)
Impaired Loans                                
Legacy:   $ 4,574                 $ 4,574  
Acquired:     3,523                   3,523  
Total Impaired Loans     8,097                   8,097  
                                 
Other real estate owned:                                
Legacy:   $                 $  
Acquired:     883                   883  
Total other real estate owned:     883                   883  
Total   $ 8,980     $     $     $ 8,980  

 

    At December 31, 2018 (In thousands)
        Quoted Prices in   Other   Significant
        Active Markets for   Observable   Unobservable
        Identical Assets   Inputs   Inputs
    Carrying Value   (Level 1)   (Level 2)   (Level 3)
Impaired Loans                                
Legacy:   $ 2,745                 $ 2,745  
Acquired:     3,894                   3,894  
Total Impaired Loans     6,639                   6,639  
                                 
Other real estate owned:                                
Legacy:   $                 $  
Acquired:     883                   883  
Total other real estate owned:     883                   883  
Total   $ 7,522     $     $     $ 7,522  

 

As of June 30, 2019, and December 31, 2018, we estimated the fair value of impaired assets using Level 3 inputs to be $9.0 million and $7.5 million, respectively. We determined these Level 3 inputs based on appraisal evaluations, offers to purchase and/or appraisals that we obtained from an outside third party during the preceding twelve months less costs to sell. Discounts have predominantly been in the range of 0% to 50%. As a result of the acquisitions of Maryland Bankcorp, WSB Holdings, Regal, DCB and BYBK, we have segmented the impaired loans and OREO into two components, impaired assets obtained as a result of loans originated by Old Line Bank (legacy) and impaired assets acquired from MB&T, WSB, Regal Bank, DCB and Bay Bank or obtained as a result of loans originated by MB&T, WSB, Regal Bank and Bay Bank (acquired).

 

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of Old Line Bancshares’ financial instruments not recorded at fair value on a recurring or non-recurring basis as of June 30, 2019 and December 31, 2018.  For short term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization.  For non-marketable equity securities, the carrying amount is a reasonable estimate of fair value as these securities can only be redeemed or sold at their par value and only to the respective issuing government-supported institution or to another member institution.  For net loans receivable, an exit price notion is used consistent with ASC Topic 820 - Fair Value Measurement . For financial liabilities such as noninterest-bearing demand, interest bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.

 

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    June 30, 2019 (in thousands)
            Quoted Prices   Significant   Significant
        Total   in Active   Other   Other
    Carrying   Estimated   Markets for   Observable   Unobservable
    Amount   Fair   Identical Assets   Inputs   Inputs
    (000’s)   Value   (Level 1)   (Level 2)   (Level 3)
Assets:                    
Cash and cash equivalents   $ 59,006     $ 59,006     $ 59,006     $     $  
Loans receivable, net     2,420,437       2,425,397                   2,425,397  
Loans held for sale     15,443       15,443             15,443        
Equity Securities at cost     11,524       11,524             11,524        
Accrued interest receivable     9,132       9,132             2,113       7,019  
Liabilities:                                        
Deposits:                                        
Non-interest-bearing     620,754       620,754             620,754        
Interest bearing     1,763,727       1,781,250             1,781,250        
Short term borrowings     221,655       282,142             282,142        
Long term borrowings     38,503       38,503             38,503        
Accrued interest payable     3,040       3,040             3,040        

 

    December 31, 2018 (in thousands)
            Quoted Prices   Significant   Significant
        Total   in Active   Other   Other
    Carrying   Estimated   Markets for   Observable   Unobservable
    Amount   Fair   Identical Assets   Inputs   Inputs
    (000’s)   Value   (Level 1)   (Level 2)   (Level 3)
Assets:                                        
Cash and cash equivalents   $ 44,501     $ 44,501     $ 44,501     $     $  
Loans receivable, net     2,409,228       2,383,673                   2,383,673  
Loans held for sale     11,564       11,860             11,860        
Equity Securities at cost     11,151       11,151             11,151        
Accrued interest receivable     7,959       7,959             1,393       6,566  
Liabilities:                                        
Deposits:                                        
Non-interest-bearing     559,060       559,060             559,060        
Interest bearing     1,736,989       1,752,883             1,752,883        
Short term borrowings     228,185       228,185             228,185        
Long term borrowings     38,371       38,371             38,371        
Accrued interest payable     2,845       2,845             2,845        

 

 

 

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9. SHORT TERM BORROWINGS

 

Short term borrowings consist of promissory notes or overnight repurchase agreements sold to Old Line Bank’s customers, federal funds purchased and advances from the FHLB. At June 30, 2019, we had $195.0 million outstanding in short term FHLB borrowings, compared to $190.0 million at December 31, 2018. At June 30, 2019 and December 31, 2018, we had no unsecured promissory notes and $26.7 million and $38.2 million, respectively, in secured promissory notes.

 

Securities Sold Under Agreements to Repurchase

 

To support the $26.7 million in repurchase agreements at June 30, 2019, we have provided collateral in the form of investment securities. At June 30, 2019 we have pledged $133.9 million in U.S. government agency securities and MBS to customers who require collateral for overnight repurchase agreements and deposits. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. As a result, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities in the event the collateral fair value falls below stipulated levels. We closely monitor the collateral levels to ensure adequate levels are maintained. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents. We have the right to sell or re-pledge the investment securities. For government entity repurchase agreements, the collateral is held by Old Line Bank in a segregated custodial account under a tri-party agreement. The repurchase agreements totaling $26.7 million mature daily and will remain fully collateralized until the account has been closed or terminated.

 

10. LONG TERM BORROWINGS

 

Long term borrowings consist of $35 million in aggregate principal amount of Old Line Bancshares 5.625% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”). The Notes were issued pursuant to an indenture and a supplemental indenture, each dated as of August 15, 2016, between Old Line Bancshares and U.S. Bank National Association as Trustee. The Notes are unsecured subordinated obligations of Old Line Bancshares and rank equally with all other unsecured subordinated indebtedness currently outstanding or issued in the future. The Notes are subordinated in right of payment of all senior indebtedness.

 

Also included in long term borrowings are trust preferred subordinated debentures totaling $4.3 million (net of $2.4 million fair value adjustment) at March 31, 2019 acquired in the Regal acquisition. The trust preferred subordinated debentures consists of two trusts – Trust 1 in the amount of $4.0 million (fair value adjustment of $1.3 million) maturing on March 17, 2034 and Trust 2 in the amount of $2.5 million (fair value adjustment $1.1 million) maturing on December 14, 2035.

 

11. LEASES

 

We have operating leases in which we are the lessee, and such leases are recorded on our consolidated balance sheets as operating lease ROU assets in other assets and operating lease liabilities in other liabilities. We are not a party to any significant finance leases pursuant to which we are the lessee.

 

Operating lease ROU assets represent our right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease during the lease term. We recognize ROU assets and operating lease liabilities at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental collateralized borrowing rate at the lease commencement date. We further adjust ROU assets for lease incentives. We recognize operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, on a straight-line basis over the lease term, and record operating lease expense in net occupancy expense in the consolidated statements of income and other comprehensive income.

 

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Our leases relate primarily to office space and bank branches with remaining lease terms of generally 1 to 20 years. Certain lease arrangements contain extension options that typically range from 5 to 10 years at the then fair market rental rates. As these extension options are not generally considered reasonably certain of exercise, we do not include them in the lease term.

 

The tables below summarizes our net lease cost:

 

The operating lease costs expense were as follows:    
     
Three months ended June 30, 2019   $ 722,232  
Six Months ended June 30, 2019   $ 1,440,775  

 

Supplemental cash flow information related to leases was as follows:    
     
Three months ended June 30,   2019
     
Operating cash flows from operating leases   $ 642,017  
         
Right-of-use assets obtained in exchange for lease        
Operating leases   $ 446,921  
         
Six months ended June 30,        
         
Operating cash flows from operating leases   $ 1,278,219  
         
Right-of-use assets obtained in exchange for lease        
Operating leases   $ 890,345  

 

Supplemental balance sheet information related to leases was as follows:    
     
Six months ended June 30, 2019   2019
     
Operating lease right-of-use assets   $ 26,471,124  
         
Lease liabilities   $ 26,930,322  
         
Weighted Average Remaining Operating Lease Term In Years     12.5  
         
Weighted Average Discount Rate on Operating Leases     3.00 %

 

Maturities of lease liabilities were as follows: (includes extensions of leases)    
    Operating
    Leases
     
One year or less   $ 928,789  
One to three years     3,917,563  
Three to five years     4,127,455  
Thereafter     18,403,169  
Total undiscounted cash flows     27,376,976  
Discount of cash flows     (446,654 )
Total lease liability   $ 26,930,322  

 

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12. SUBSEQUENT EVENT

 

On July 23, 2019, Old Line Bancshares, Old Line Bank, Wesbanco, and Wesbanco Bank, Inc. (“WesBanco Bank”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which WesBanco will acquire the Company for consideration of approximately $500 million in stock (based on the closing price of WesBanco common stock on July 22, 2019). The Merger Agreement, which has been approved by the Boards of Directors of both companies and both banks, also provides that Old Line Bank will be merged with and into WesBanco Bank immediately following the completion of the Merger.

 

Consummation of the Merger is subject to certain conditions, including, among others, the receipt of required stockholder and regulatory approvals. Please refer to our Current Report on Form 8-K filed on July 24, 2019, for further information and details relating to the Merger Agreement.

 

We expect that the Merger will be consummated during the fourth quarter of 2019 or the first quarter of 2020.

 

 

 

 

 

 

 

 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Introduction

 

Some of the matters discussed below include forward-looking statements. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Our actual results and the actual outcome of our expectations and strategies could be different from those anticipated or estimated for the reasons discussed below and under the heading “Information Regarding Forward Looking Statements.”

 

In this report, references to the “Company,” “we,” “us,” and “ours” refer to Old Line Bancshares, Inc. and its subsidiary Old Line Bank, collectively, unless the context otherwise requires, and references to the “Bank” refer to Old Line Bank.

 

Overview

 

Old Line Bancshares was incorporated under the laws of the State of Maryland on April 11, 2003 to serve as the holding company of Old Line Bank.

 

On April 1, 2011, we acquired Maryland Bankcorp, Inc. (“Maryland Bankcorp”), the parent company of Maryland Bank & Trust Company, N.A (“MB&T”), on May 10, 2013, we acquired WSB Holdings, Inc. (“WSB Holdings”), the parent company of The Washington Savings Bank, F.S.B. (“WSB”), on December 4, 2015, we acquired Regal Bancorp, Inc. (“Regal”), the parent company of Regal Bank & Trust (“Regal Bank”), on July 28, 2017, we acquired DCB Bancshares, Inc. (“DCB”), the parent company of Damascus Community Bank (“Damascus”), and on April 13, 2018, we acquired Bay Bancorp, Inc. (“BYBK”), the parent company of Bay Bank, FSB (“Bay Bank”). The BYBK acquisition brought our assets to approximately $2.8 billion and we now operate 37 full service branches serving 11 Maryland counties and Baltimore City.

 

Proposed Merger with WesBanco, Inc.

 

On July 23, 2019, the Company, Old Line Bank, Wesbanco, Inc. (“WesBanco”), and Wesbanco Bank, Inc. (“WesBanco Bank”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which WesBanco will acquire the Company for consideration of approximately $500 million in stock (based on the closing price of WesBanco common stock on July 22, 2019). The Merger Agreement, which has been approved by the Boards of Directors of both companies and both banks, also provides that Old Line Bank will be merged with and into WesBanco Bank immediately following the completion of the Merger.

 

Consummation of the Merger is subject to certain conditions, including, among others, the receipt of required stockholder and regulatory approvals. Please refer to our Current Report on Form 8-K filed on July 24, 2019, for further information and details relating to the Merger Agreement.

 

We expect that the Merger will be consummated during the fourth quarter of 2019 or the first quarter of 2020. References to our expectations, goals, and strategies, and similar statements, in this report with respect to periods that would occur after this time should be understood to be applicable only if the Merger is not consummated.

 

Summary of Recent Performance and Other Activities

 

Net income increased $6.2 million, or 226.95%, to $8.9 million for the three months ended June 30, 2019, compared to $2.7 million for the three-month period ended June 30, 2018. Earnings were $0.52 per basic and diluted common share for the three months ended June 30, 2019, compared to $0.17 per basic and diluted common share for the three months ended June 30, 2018. The increase in net income for the second quarter of 2019 as compared to the same 2018 period is primarily the result of a $6.3 million decrease in non-interest expenses. Net income for the 2018 period included $7.1 million ($6.2 million net of taxes) of merger-related expenses (or $0.38 per basic and $0.37 per diluted common share) in connection with the Company’s acquisition of BYBK in April 2018.

 

Net income was $17.4 million for the six months ended June 30, 2019, compared to $8.8 million for the same period last year, an increase of $8.6 million, or 98.11%. Earnings were $1.02 per basic and diluted common share for the six months ended June 30, 2019, compared to $0.61 per basic and $0.60 per diluted common share for the same period last year. The increase in net income is primarily the result of increases of $5.8 million in net interest income and $1.0 million in non-interest income and a decrease of $3.1 million in non-interest expenses. Included in net income for the 2018 period was $7.1 million ($6.2 million net of taxes, or $0.43 per basic and $0.42 per diluted common share) for merger-related expenses associated with the acquisition of BYBK.

 

The following highlights contain additional financial data and events that have occurred during the three- and six-month periods ended June 30, 2019:

 

Average gross loans increased $166.6 million, or 7.37%, and $430.6 million, or 21.61%, respectively, to $2.4 billion for each of the three- and six-month periods ended June 30, 2019, from $2.3 billion and $2.0 billion, respectively, during the three and six months ended June 30, 2018.

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Loans originated and sold in the secondary market were $69.0 million for the six months ended June 30, 2019 compared to $48.0 million for the same six-month period last year, resulting in a $408 thousand increase in income on marketable loans for the six months ended June 30, 2019.

 

Total yield on interest-earning assets increased to 4.69% for the three months ended June 30, 2019, compared to 4.58% for the same period last year. Total yield on interest-earning assets increased to 4.72% for the six months ended June 30, 2019, compared to 4.55% for the same period last year.

 

Return on average assets (“ROAA”) and return on average equity (“ROAE”) were 1.17% and 9.20%, respectively, for the three months ended June 30, 2019, compared to ROAA and ROAE of 0.39% and 3.14%, respectively, for the second quarter of 2018.

 

ROAA and ROAE were 1.16% and 9.09%, respectively, for the six months ended June 30, 2019, compared to ROAA and ROAE of 0.72% and 6.27%, respectively, for the six months ended June 30, 2018.

 

Total assets increased $125.6 million, or 4.26%, during the six months ended June 30, 2019, primarily due to an increase of $76.3 million in our investment securities available for sale and the addition of $26.5 million for an operating lease right of use asset.

 

Total deposits grew by $88.4 million, or 3.85%, since December 31, 2018.

 

We ended the second quarter of 2019 with a book value of $22.90 per common share and a tangible book value of $16.51 per common share compared to $21.77 and $15.39, respectively, at December 31, 2018.

 

We maintained appropriate levels of liquidity and by all regulatory measures remained “well capitalized.”

 

The following summarizes the highlights of our financial performance for the three- and six-month periods ended June 30, 2019 compared to same periods in 2018 (figures in the table may not match those discussed in the balance of this section due to rounding).

 

    Three months ended June 30,
    (Dollars in thousands)
    2019   2018   $ Change   % Change
                 
Net income   $ 8,912     $ 2,726     $ 6,186       226.93  
Interest income     31,703       28,169       3,534       12.55  
Interest expense     8,234       4,860       3,374       69.42  
Net interest income before provision for loan losses     23,469       23,308       161       0.69  
Provision for loan losses     73       532       (459 )     (86.28 )
Non-interest income     3,258       3,188       70       2.20  
Non-interest expense     14,732       21,077       (6,345 )     (30.10 )
Average total loans     2,428,048       2,261,479       166,569       7.37  
Average interest earning assets     2,743,916       2,499,766       244,150       9.77  
Average total interest bearing deposits     1,750,122       1,522,250       227,872       14.97  
Average non-interest bearing deposits     597,706       615,780       (18,074 )     (2.94 )
Net interest margin     3.49 %     3.80 %             (8.16 )
Return on average assets     1.17 %     0.39 %             200.00  
Return on average equity     9.20 %     3.14 %             192.99  
Basic earnings per common share   $ 0.52     $ 0.17     $ 0.35       205.88  
Diluted earnings per common share     0.52       0.17       0.35       205.88  

 

37

 

    Six months ended June 30,
    (Dollars in thousands)
    2019   2018   $ Change   % Change
                 
Net income   $ 17,416     $ 8,791     $ 8,625       98.11  
Interest income     62,613       49,493       13,120       26.51  
Interest expense     15,834       8,502       7,332       86.24  
Net interest income before provision for loan losses     46,779       40,991       5,788       14.12  
Provision for loan losses     487       927       (440 )     (47.46 )
Non-interest income     6,021       4,983       1,038       20.83  
Non-interest expense     28,980       32,069       (3,089 )     (9.63 )
Average total loans     2,423,184       1,992,594       430,590       21.61  
Average interest earning assets     2,710,333       2,224,516       485,817       21.84  
Average total interest bearing deposits     1,745,678       1,362,479       383,199       28.13  
Average non-interest bearing deposits     581,484       537,252       44,232       8.23  
Net interest margin     3.54 %     3.78 %             (6.35 )
Return on average assets     1.16 %     0.72 %             61.11  
Return on average equity     9.09 %     6.27 %             44.98  
Basic earnings per common share   $ 1.02     $ 0.61     $ 0.41       67.21  
Diluted earnings per common share     1.02       0.60       0.42       70.00  

 

Strategic Plan

 

We have based our strategic plan on the premise of enhancing stockholder value and growth through branching and operating profits. Our short term goals include continuing our strong pattern of organic loan and deposit growth, enhancing and maintaining credit quality, collecting payments on non-accrual and past due loans, profitably disposing of certain acquired loans and other real estate owned (“OREO”), maintaining an attractive branch network, expanding fee income, generating extensions of core banking services, and using technology to maximize stockholder value. During the past few years, we have expanded by acquisition into Baltimore, Carroll, Howard, Harford and Frederick Counties and Baltimore City, Maryland, organically and through acquisitions in Montgomery and Anne Arundel Counties, Maryland, and organically in Prince George’s County, Maryland.

 

We use the Internet and technology to augment our growth plans. Currently, we offer our customers image technology, Internet banking with online account access and bill pay service and mobile banking. We provide selected commercial customers the ability to remotely capture their deposits and electronically transmit them to us. We will continue to evaluate cost effective ways that technology can enhance our management capabilities, products and services.

38

 

Should the pending Merger not be consummated, we may continue to take advantage of strategic opportunities presented to us via mergers occurring in our marketplace. For example, we may purchase branches that other banks close or lease branch space from other banks or hire additional loan officers. We also continually evaluate and consider opportunities with financial services companies or institutions with which we may become a strategic partner, merge or acquire. We believe that the BYBK acquisition will continue to generate increased earnings and increased returns for our stockholders.

 

Although the current interest rate environment continues to present challenges for our industry, we have worked diligently towards our goal of becoming the premier community bank in Maryland. While we are uncertain about the continued pace of economic growth or the impact of the current political environment, uncertainty regarding recent tariffs imposed and future tariffs that may be imposed on imports into the United States, and the growing national debt, we remain cautiously optimistic that we have identified any problem assets, that our remaining borrowers will stay current on their loans and that we can continue to grow our balance sheet and earnings.

 

Although the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) has been slowly increasing the federal funds rate (which in turn increases market interest rates) since December 2015, including four times during 2018, interest rates are still low compared to typical interest rates before the 2007-2009 recession. Current expectations, however, are that the Federal Reserve Board will cut rates at least once during the remainder of 2019. Given the resulting expectation that interest rates will, therefore, remain at historically low levels during the remainder of 2019, we believe that we can continue to grow total loans during the remainder of 2019 even if there is a modest slowdown in the economy this year, as some economists have been predicting, although this may not come to fruition if the economy experiences a more severe slowdown than we anticipate. We also believe that we can continue to grow total deposits during the remainder of 2019 despite the expected continuation of historically low interest rate levels. As a result of this expected growth, we expect that net interest income will continue to increase during the remainder of 2019, although there can be no guarantee that this will be the case.

 

We also expect to incur merger-related expenses during the remainder of 2019 as a result of the pending Merger with WesBanco. We also expect that salaries and benefits expenses and occupancy and equipment expenses will continue to be higher for 2019 and going forward generally than they were in 2018 as a result of including the expenses related to the employees and branches that we acquired in the BYBK merger. Such expenses may increase even further if we selectively take the opportunity to add more business development talent, although we will continue to look for opportunities to reduce expenses. We believe with our existing branches, our lending staff, our corporate infrastructure and our solid balance sheet and strong capital position, we can continue to focus our efforts on improving earnings per share and enhancing stockholder value.

 

Critical Accounting Policies

 

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. As discussed in Old Line Bancshares’ Form 10-K for the fiscal year ended December 31, 2018, we consider our critical accounting policies to be the allowance for loan losses, other-than-temporary impairment of investment securities, goodwill and other intangible assets, income taxes, business combinations and accounting for acquired loans. There have been no material changes in our critical accounting policies during the six months ended June 30, 2019.

 

Results of Operations for the Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018.

 

Net Interest Income. Net interest income is the difference between income on interest earning assets and the cost of funds supporting those assets. Earning assets are comprised primarily of loans, investments, interest bearing deposits and federal funds sold. Cost of funds consists of interest paid on interest bearing deposits and other borrowings. Non-interest bearing deposits and capital are also funding sources. Changes in the volume and mix of earning assets and funding sources along with changes in associated interest rates determine changes in net interest income.

 

Net interest income before the provision for loan losses for the three months ended June 30, 2019 increased $160 thousand or 0.69%, to $23.5 million from $23.3 million for the same period of 2018. As outlined in detail in the Rate/Volume Variance Analysis, this increase was a result of an increase in total interest income, primarily due to an increase in loan interest income resulting from increases in both the average balance of and average yield on our loans, offset almost entirely by an increase in interest expense resulting primarily from an increase in the average interest rate on our interest bearing liabilities, all as discussed further below. We continue to adjust the mix and volume of interest earning assets and liabilities on the balance sheet to maintain a relatively strong net interest margin.

39

 

Total interest income increased $3.5 million, or 12.55%, to $31.7 million during the three months ended June 30, 2019 compared to $28.2 million during the three months ended June 30, 2018, primarily as a result of a $2.7 million increase in interest and fees on loans. The increase in interest and fees on loans is the result of a $166.6 million increase in the average balance of our loans, resulting from increases in the average balance of our mortgage and commercial loans, partially offset by a decrease in the average balance of our consumer loans, and a 13 basis point increase in the average yield on our loan portfolio due primarily to higher yields on new mortgage loans. The increase in the average balance of our loans is due primarily to organic growth.

 

The fair value accretion/amortization on acquired loans affects interest income, primarily due to payoffs on such acquired loans. Payoffs during the three months ended June 30, 2019 contributed a 14 basis point increase in interest income, compared to 18 basis points for the three months ended June 30, 2018.

 

In addition, interest income on our securities portfolio increased $858 thousand, or 49.87%, for the three months ended June 30, 2019 compared to the same period last year as a result of increases in the average balance of and, to a lesser extent, the average yield on, our investment securities. The average balance of our investment portfolio increased $85.1 million, or 36.08%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018, primarily due to increases in the average balance of our U.S. government agency securities. The average yield on the investment portfolio increased to 3.46% for the three months ended June 30, 2019 from 3.19% during the three months ended June 30, 2018, primarily due to higher yields on our U.S. government agency securities and our MBS.

 

Total interest expense increased $3.4 million, or 69.42%, to $8.2 million during the three months ended June 30, 2019 from $4.9 million for the same period of 2018, primarily as a result of a 54 basis point increase in the average interest rate paid on our interest bearing liabilities, which increased to 1.62% during the three months ended June 30, 2019, from 1.08% during the three months ended June 30, 2018. This increase was due primarily to higher rates paid on our deposits, primarily on our time deposits but also on our money market and NOW accounts. In addition, the average rate paid on our borrowings increased 56 basis points quarter over quarter, primarily as a result of the higher rate paid on our FHLB borrowings. The increases in the average rates paid on both our deposits and our FHLB borrowings is the result of us paying higher rates as a result of Federal Reserve Board rate increases implemented during 2018.

 

A $229.5 million, or 12.67%, increase in the average balance of our interest bearing liabilities also contributed to the increase in total interest expense. The average balance of our interest bearing liabilities increased to $2.0 billion for the three months ended June 30, 2019 from $1.8 billion for the three months ended June 30, 2018, as a result of increases of $227.9 million, or 14.97%, in our average interest bearing deposits and $1.6 million, or 0.57%, in our average borrowings quarter over quarter. The increase in our average interest bearing deposits is primarily due to organic deposit growth. The increase in our average borrowings is primarily due to the use of short term FHLB advances to fund new loan originations.

 

Non-interest bearing deposits allow us to fund growth in interest earning assets at minimal cost. Average non-interest bearing deposits decreased $18.1 million to $597.7 million for the three months ended June 30, 2019, compared to $615.8 million for the three months ended June 30, 2018.

 

Our net interest margin decreased to 3.49% for the three months ended June 30, 2019 from 3.80% for the three months ended June 30, 2018. The net interest margin decreased due to an increase in the average rate paid on our interest bearing liabilities, partially offset by the improvement in the yield on average interest earning assets, which increased 11 basis points from 4.58% for the quarter ended June 30, 2018 to 4.69% for the quarter ended June 30, 2019.

 

The net interest margin during the 2019 period was also affected by the amount of accretion on acquired loans. Accretion decreased due to a lower amount of early payoffs on acquired loans with credit marks during the three months ended June 30, 2019 compared to the same period of 2018. The fair value accretion/amortization is recorded on pay-downs recognized during the period, which contributed 14 basis points for the three months ended June 30, 2019 compared to 18 basis points for the three months ended June 30, 2018.

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During the three months ended June 30, 2019 and 2018, we continued to successfully collect payments on acquired loans that we had recorded at fair value at the acquisition date, which resulted in a positive impact in interest income. Total accretion decreased by $214 thousand for the three months ended June 30, 2019, compared to the same period last year. The payments received were a direct result of our efforts to negotiate payments, sell notes or foreclose on and sell collateral after the acquisition date.

 

The accretion positively impacted the yield on loans and increased the net interest margin during these periods as follows:

 

    Three months ended June 30,
    2019   2018
        % Impact on       % Impact on
    Accretion   Net Interest   Accretion   Net Interest
    Dollars   Margin   Dollars   Margin
Commercial loans   $ 166,941       0.02 %   $ 209,819       0.03 %
Mortgage loans     609,568       0.09       752,461       0.12  
Consumer loans     111,600       0.02       126,575       0.02  
Interest bearing deposits     56,762       0.01       70,178       0.01  
Total accretion   $ 944,871       0.14 %   $ 1,159,033       0.18 %

 

Average Balances, Yields and Net Interest Margin Analysis . The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the three months ended June 30, 2019 and 2018, showing the average distribution of assets, liabilities, stockholders’ equity and related income, expense and corresponding weighted average yields and rates. Non-accrual loans are included in total loan balances lowering the effective yield for the portfolio in the aggregate. The average balances used in this table and other statistical data were calculated using average daily balances.

 

 

 

 

 

 

 

 

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    Average Balances, Interest and Yields
    2019   2018
    Average       Yield/   Average       Yield/
Three months ended June 30,   balance   Interest   Rate   balance   Interest   Rate
Assets:                        
Federal funds sold (1)   $ 973,846     $ 3,590       1.48 %   $ 770,785     $ 2,941       1.53 %
Interest bearing deposits (1)     1,910,589       1,073       0.23       8,024,219       5        
Investment securities (1)(2)                                                
U.S. Treasury     2,977,909       17,169       2.31       3,539,916       17,792       2.02  
U.S. government agency     90,307,514       796,506       3.54       14,563,328       96,756       2.66  
Corporate bonds     18,613,700       259,054       5.58       14,374,586       202,446       5.65  
Foreign bonds     4,730,769       31,391       2.66       3,500,000       18,671       2.14  
Mortgage backed securities     113,346,613       668,022       2.36       108,223,743       551,896       2.05  
Municipal securities     78,435,736       631,436       3.23       79,749,104       642,160       3.23  
Other equity securities     12,527,457       364,630       11.67       11,904,312       348,742       11.75  
Total investment securities     320,939,698       2,768,208       3.46       235,854,989       1,878,463       3.19  
Loans(1)                                                
Commercial     347,962,972       4,099,059       4.73       319,387,611       4,166,121       5.23  
Mortgage real estate     2,035,300,606       24,477,113       4.82       1,878,860,130       21,460,994       4.58  
Consumer     44,784,002       762,141       6.83       63,231,591       1,011,206       6.41  
Total loans     2,428,047,580       29,338,313       4.85       2,261,479,332       26,638,321       4.72  
Allowance for loan losses     7,956,074                     6,363,239                
Total loans, net of allowance     2,420,091,506       29,338,313       4.86       2,255,116,093       26,638,321       4.74  
Total interest earning assets(1)     2,743,915,639       32,111,184       4.69       2,499,766,086       28,519,730       4.58  
Non-interest bearing cash     49,567,273                       47,014,071                  
Goodwill and intangibles     109,119,799                       100,901,255                  
Premises and equipment     68,532,182                       43,592,991                  
Other assets     95,371,009                       98,152,802                  
Total assets(1)     3,066,505,902                       2,789,427,205                  
Liabilities and Stockholders’ Equity:                                                
Interest bearing deposits                                                
Savings     210,527,070       90,156       0.17       221,361,029       102,733       0.19  
Money market and NOW     660,325,789       1,252,622       0.76       642,883,631       860,698       0.54  
Time deposits     879,269,276       4,761,034       2.17       658,005,220       2,182,805       1.33  
Total interest bearing deposits     1,750,122,135       6,103,812       1.40       1,522,249,880       3,146,236       0.83  
Borrowed funds     290,305,725       2,130,630       2.94       288,666,185       1,714,250       2.38  
Total interest bearing liabilities     2,040,427,860       8,234,442       1.62       1,810,916,065       4,860,486       1.08  
Non-interest bearing deposits     597,706,343                       615,780,315                  
      2,638,134,203                       2,426,696,380                  
Other liabilities     39,663,626                       14,570,522                  
Stockholders’ equity     388,708,073                       348,160,303                  
Total liabilities and stockholders’ equity   $ 3,066,505,902                     $ 2,789,427,205                  
Net interest spread(1)                       3.08                       3.50  
Net interest margin(1)             $ 23,876,742       3.49 %           $ 23,659,244       3.80 %

 

 

 

(1) Interest income is presented on a fully taxable equivalent (“FTE”) basis. The FTE basis adjusts for the tax favored status of these types of assets. Management believes providing this information on a FTE basis provides investors with a more accurate picture of our net interest spread and net interest income and we believe it to be the preferred industry measurement of these calculations. See “Reconciliation of Non-GAAP Measures.”
(2) Available for sale investment securities are presented at amortized cost.

 

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The following table describes the impact on our interest income and expense resulting from changes in average balances and average rates for the three months ended June 30, 2019 and 2018. We have allocated the change in interest income, interest expense and net interest income due to both volume and rate proportionately to the rate and volume variances.

 

Rate/Volume Variance Analysis

 

    Three months ended June 30,
    2019 compared to 2018
    Variance due to:
    Total   Rate   Volume
             
Interest earning assets:                        
Federal funds sold(1)   $ 649     $ (307 )   $ 956  
Interest bearing deposits     1,069       1,075       (6 )
Investment Securities(1)                        
U.S. Treasury     (623 )     3,961       (4,584 )
U.S. government agency     699,750       141,111       558,639  
Corporate bonds     56,608       (8,686 )     65,294  
Foreign bonds     12,720       9,356       3,364  
Mortgage backed securities     116,126       107,944       8,182  
Municipal securities     (10,724 )     (580 )     (10,144 )
Other     15,887       (6,825 )     22,712  
Loans:(1)                        
Commercial     (67,062 )     (660,493 )     593,431  
Mortgage     3,016,119       2,165,800       850,319  
Consumer     (249,065 )     159,802       (408,867 )
Total interest income (1)     3,591,454       1,912,158       1,679,296  
                         
Interest bearing liabilities                          
Savings     (12,577 )     (10,862 )     (1,715 )
Money market and NOW     391,924       385,667       6,257  
Time deposits     2,578,229       2,276,394       301,835  
Borrowed funds     416,380       413,895       2,485  
Total interest expense     3,373,956       3,065,094       308,862  
                         
Net interest income(1)   $ 217,498     $ (1,152,936 )   $ 1,370,434  

 

 

(1) Interest income is presented on a FTE basis. The FTE basis adjusts for the tax favored status of these types of assets. Management believes providing this information on a FTE basis provides investors with a more accurate picture of our net interest spread and net interest income and we believe it to be the preferred industry measurement of these calculations. See “Reconciliation of Non-GAAP Measures.”

 

Provision for Loan Losses. The provision for loan losses for the three months ended June 30, 2019 was $73 thousand, a decrease of $460 thousand, or 86.36%, compared to $532 thousand for the three months ended June 30, 2018. This decrease was due to the fact that existing reserves were generally adequate to cover the increase in the loan portfolio during the quarter, as well as the fact that some loans for which we had a specific loan reserve at December 31, 2018 were paid off during the three months ended June 30, 2019.

 

Management identified additional probable losses in the loan portfolio and recorded $47 thousand in charge-offs during the three-month period ended June 30, 2019, compared to $104 thousand in charge-offs for the three months ended June 30, 2018. We recognized recoveries of $56 thousand during the three months ended June 30, 2019 compared to recoveries of $19 thousand during the same period of 2018.

 

The allowance for loan losses to gross loans held for investment was 0.32% and 0.31%, and the allowance for loan losses to non-accrual loans was 157.72% and 160.42%, at June 30, 2019 and December 31, 2018, respectively. The decrease in the allowance for loan losses to non-accrual loans is primarily the result of an increase in our non-accrual loans.

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Non-interest Income . Non-interest income increased $70 thousand, or 2.19%, to $3.3 million for the three months ended June 30, 2019, from the corresponding period of 2018 amount of $3.2 million.

 

The following table outlines the amounts of and changes in non-interest income for the three-month periods.

 

    Three months ended June 30,        
    2019   2018   $ Change   % Change
Service charges on deposit accounts   $ 307,572     $ 318,419     $ (10,847 )     (3.41 )%
Wire transfer fees     28,963       35,179       (6,216 )     (17.67 )
ATM Income     376,088       369,281       6,807       1.84  
POS sponsorship program     636,756       673,502       (36,746 )     (5.46 )
Gain on sales or calls of investment securities     15,927             15,927       100.00  
Earnings on bank owned life insurance     524,753       461,056       63,697       13.82  
Gain on disposal of assets     32,599             32,599       100.00  
Write down on stock           (60,998 )     60,998       100.00  
Rental income     214,033       199,050       14,983       7.53  
Income on marketable loans     841,843       511,879       329,964       64.46  
Other fees and commissions     279,238       680,683       (401,445 )     (58.98 )
Total non-interest income   $ 3,257,772     $ 3,188,051     $ 69,721       2.19 %

 

Non-interest income increased during the 2019 period primarily as a result of increases in income on marketable loans and earnings on bank owned life insurance as well as the absence of a write down on stock during the 2019 period, partially offset by a decrease in other fees and commissions.

 

Income on marketable loans consists of gain on the sale of residential mortgage loans originated for sale and any fees we receive in connection with such sales. Income on marketable loans increased $330 thousand during the three months ended June 30, 2019, compared to the same period last year due to an increase in gains recorded on the sale of residential mortgage loans as a result of an increase in the volume of mortgage loans sold in the secondary market, which resulted in an increase in the aggregate amount of premiums we received for such sales. The residential mortgage division sold loans in the secondary market aggregating $41.7 million during the second quarter of 2019 compared to $28.7 million for the same period last year.

 

Earnings on bank owned life insurance (“BOLI”) increased $64 thousand quarter over quarter due to the $16.3 million of BOLI that we acquired in the BYBK acquisition.

Other fees and commissions, decreased $401 thousand during the three months ended June 30, 2019 compared to the same period last year, primarily due to the receipt of a one-time bonus on our annuity plan during the three months ended June 30, 2018, for which we had no corresponding income for the quarter ended June 30, 2019.

 

Non-interest Expense. Non-interest expense decreased $6.3 million, or 30.11%, for the three months ended June 30, 2019 compared to the three months ended June 30, 2018.

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The following table outlines the amounts of and changes in non-interest expenses for the periods.

 

    Three months ended June 30,        
    2019   2018   $ Change   % Change
Salaries and benefits   $ 7,600,771     $ 7,201,335     $ 399,436       5.55 %
Occupancy and equipment     2,396,021       2,242,641       153,380       6.84  
Data processing     760,727       702,182       58,545       8.34  
FDIC insurance and State of Maryland assessments     261,367       320,326       (58,959 )     (18.41 )
Merger related expenses           7,121,802       (7,121,802 )     100.00  
Core deposit premium amortization     649,761       540,736       109,025       20.16  
Loss on sale of other real estate owned           41,956       (41,956 )     100.00  
OREO expense     41,833       27,995       13,838       49.43  
Director fees     168,850       196,650       (27,800 )     (14.14 )
Network services     116,315       95,607       20,708       21.66  
Telephone     234,667       252,482       (17,815 )     (7.06 )
Other operating     2,501,406       2,333,694       167,712       7.19  
Total non-interest expenses   $ 14,731,718     $ 21,077,406     $ (6,345,688 )     (30.11 )%

 

Non-interest expenses decreased quarter over quarter primarily as a result of the lack of merger-related expenses during the 2019 period compared to $7.1 million in merger and integration expenses during the three months ended June 30, 2018, partially offset by increases in salaries and benefits, occupancy and equipment, core deposit premium amortization, and other operating expenses for the three months ended June 30, 2019 compared to the same period of 2018.

 

The $399 thousand increase in salaries and benefits is primarily the result of the inclusion of expenses related to the staff that we acquired in the BYBK merger for the full quarter ended June 30, 2019 compared to approximately two and half months of such expenses during the quarter ended June 30, 2018. The $153 thousand increase in occupancy and equipment expenses is primarily the result of the inclusion of expenses related to the branches that we acquired in the BYBK merger for the full quarter during the second quarter of 2019 and a $75 thousand expense during the quarter related to the new right of use asset for operating leases incurred in connection with a new accounting standard as discussed in Note 1 to the consolidated financial statements.

 

Core deposit premium amortization increased $109 thousand quarter over quarter as a result of the higher amortization of premiums resulting from the deposits that we acquired in the BYBK acquisition.

 

Other operating expenses (which includes, for example, office supplies, software expense, marketing and advertising expenses) increased $168 thousand quarter over quarter, primarily as a result of the inclusion of expenses related to the branches and staff that we acquired in the BYBK merger for the full quarter ended June 30, 2019 compared to approximately two and half months of such expenses during the quarter ended June 30, 2018.

 

Income Taxes. We had income tax expense of $3.0 million (25.25% of pre-tax income) for the three months ended June 30, 2019 compared to income tax expense of $2.2 million (44.22% of pre-tax income) for the same period of 2018. The effective tax rate decreased for the 2019 period primarily due to the non-deductible merger expenses we incurred in connection with the BYBK merger during the three months ended June 30, 2018, for which there was no corresponding expense for the three months ended June 30, 2019 and, to a lesser extent, an increase in our tax-exempt earnings for the three months ended June 30, 2019 compared to same period last year.

 

Results of Operations for the Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018.

 

Net interest income before provision for loan losses for the six months ended June 30, 2019 increased $5.8 million, or 14.12%, to $46.8 million from $41.0 million for the same period of 2018. As outlined in detail in the Rate/Volume Variance Analysis, this increase was the result of an increase in total interest income, primarily due to an increase in loan interest income resulting from increases in the average balance of and, to a lesser extent, the average yield on, our loans, partially offset by an increase in interest expense resulting from increases in the average rate on and, to a lesser extent, the average balance of, our interest bearing liabilities, all as discussed further below.

45

 

Total interest income increased $13.1 million, or 26.51%, to $62.6 million during the six months ended June 30, 2019 compared to $49.5 million during the six months ended June 30, 2018, primarily as a result of an $11.8 million increase in interest and fees on loans. The increase in interest and fees on loans is primarily the result of a $430.6 million increase in the average balance of our loans during the six months ended June 30, 2019 compared to the same period of 2018, as a result of both organic growth and the loans acquired in the BYBK acquisition. The average yield on the loan portfolio increased to 4.86% for the six months ended June 30, 2019 from 4.71% during the six months ended June 30, 2018 due primarily to higher yields on new mortgage loans. The fair value accretion/amortization on acquired loans affects interest income, primarily due to payoffs on such acquired loans. Payoffs during the six months ended June 30, 2019 contributed a 14 basis point increase in interest income, as compared to 13 basis points for the six months ended June 30, 2018.

 

A $1.3 million increase in interest earned on investment and other securities also contributed to the increase in total interest income. This increase was the result of increases in the average balance of our investment securities, primarily our U.S. government agency securities and corporate bonds, and, to a lesser extent, an increase in the average yield on our investment securities. The average yield on our investment securities increased 28 basis points for six months ended June 30, 2019 compared to the same period of 2018 primarily as a result of increases in the average rate on our MBS and our U.S. government agency securities.

 

Total interest expense increased $7.3 million, or 86.23%, to $15.8 million during the six months ended June 30, 2019 from $8.5 million for the same period of 2018, as a result of increases in the average rate paid on and, to a lesser extent, the average balance of, our interest bearing liabilities. The average interest rate paid on all interest bearing liabilities increased to 1.58% during the six months ended June 30, 2019 from 1.06% during the six months ended June 30, 2018, due primarily to higher interest rates paid on our time deposits, although the average rate increased on all of our interest bearing liabilities period over period. The fair value accretion recorded on acquired deposits also affects interest expense, however, the benefit from accretion on such deposits was one basis point for both six-month periods ended June 30, 2019 and 2018.

 

The average balance of our interest bearing liabilities increased $400.1 million, or 24.62%, to $2.0 billion for the six months ended June 30, 2019 from $1.6 billion for the six months ended June 30, 2018, as a result of increases of $383.2 million, or 28.13%, in our average interest bearing deposits and $16.9 million, or 6.43%, in our average borrowings period over period. The increase in the average balance of our interest bearing deposits is primarily due to the deposits that we acquired in the BYBK acquisition. The increase in the average balance of our borrowings is primarily due to the use of short-term FHLB advances to fund new loan originations.

 

Average non-interest bearing deposits increased $44.2 million to $581.5 million for the six months ended June 30, 2019, compared to $537.3 million for the six months ended June 30, 2018 as a result of the non-interest bearing deposits that we acquired in the BYBK acquisition and the successful efforts of our commercial loan officers and business development officers in working with loan clients to move their commercial deposits to Old Line Bank.

 

Our net interest margin decreased to 3.54% for the six months ended June 30, 2019 from 3.78% for the six months ended June 30, 2018. The net interest margin decreased due to an increase in the average rate paid on our interest bearing liabilities, partially offset by the improvement in the yield on average interest earning assets, which increased 17 basis points from 4.55% for the six months ended June 30, 2018 to 4.72% for the six months ended June 30, 2019, as well as an increase in non-interest bearing deposits as a source of funding. The net interest margin during 2019 was also positively affected by the amount of accretion on acquired loans. Accretion increased due to a higher amount of early payoffs on acquired loans with credit marks during the six months ended June 30, 2019 compared to the same period of 2018. The fair value accretion/amortization is recorded on pay-downs recognized during the period, which contributed 14 basis points for the six months ended June 30, 2019 compared to 13 basis points for the six months ended June 30, 2018.

 

During the six months ended June 30, 2019 and 2018, we continued to successfully collect payments on acquired loans that we had recorded at fair value at the acquisition date, which resulted in a positive impact in interest income. Total accretion increased by $456 thousand for the six months ended June 30, 2019, as compared to the same period last year. The higher level of accretion on acquired loans was due to a higher level of early payoffs on acquired loans with credit marks and the higher level of acquired loans with accreting marks.

 

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The accretion positively impacted the yield on loans and increased the net interest margin during these periods as follows:

 

    Accretion   Net Interest   Accretion   Net Interest
    Dollars   Margin   Dollars   Margin
Commercial loans   $ 211,374       0.01 %   $ 257,524       0.02 %
Mortgage loans     1,287,934       0.10       830,649       0.08  
Consumer loans     308,686       0.02       224,119       0.02  
Interest bearing deposits     111,709       0.01       151,064       0.01  
Total accretion   $ 1,919,703       0.14 %   $ 1,463,356       0.13 %

 

 

 

 

 

 

 

 

 

 

 

 

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Average Balances, Yields and Accretion of Fair Value Adjustments Impact . The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the six months ended June 30, 2019 and 2018, showing the average distribution of assets, liabilities, stockholders’ equity and related income, expense and corresponding weighted average yields and rates. Non-accrual loans are included in total loan balances lowering the effective yield for the portfolio in the aggregate. The average balances used in this table and other statistical data were calculated using average daily balances.

 

    Average Balances, Interest and Yields
    2019   2018
    Average       Yield/   Average       Yield/
Six months ended June 30,   balance   Interest   Rate   balance   Interest   Rate
Assets:                        
Federal funds sold (1)   $ 950,858     $ 9,016       1.91 %   $ 483,821     $ 3,642       1.52 %
Interest bearing deposits (1)     1,887,193       2,134       0.27       4,934,127       5        
Investment securities (1)(2)                                                
U.S. Treasury     2,990,039       34,405       2.32       3,273,427       28,737       1.77  
U.S. government agency     64,022,088       1,108,989       3.49       13,857,750       183,081       2.66  
Corporate bonds     20,296,759       518,018       5.15       14,506,701       402,914       5.60  
Foreign bonds     2,436,464       52,646       4.36       1,750,000       18,671       2.15  
Mortgage backed securities     111,759,234       1,340,040       2.42       108,866,712       1,126,915       2.09  
Municipal securities     78,729,602       1,268,241       3.25       79,885,506       1,286,572       3.25  
Other equity securities     11,852,426       668,101       11.37       10,533,455       615,398       11.78  
Total investment securities     292,086,612       4,990,440       3.45       232,673,551       3,662,288       3.17  
Loans(1)                                                
Commercial     350,086,219       8,168,048       4.70       265,882,609       6,429,313       4.88  
Mortgage real estate     2,026,046,774       48,538,616       4.83       1,666,049,832       38,109,696       4.61  
Consumer     47,051,267       1,681,977       7.21       60,661,770       1,990,108       6.62  
Total loans     2,423,184,260       58,388,641       4.86       1,992,594,211       46,529,117       4.71  
Allowance for loan losses     7,775,775                     6,169,474                
Total loans, net of allowance     2,415,408,485       58,388,641       4.87       1,986,424,737       46,529,117       4.72  
Total interest earning assets(1)     2,710,333,148       63,390,231       4.72       2,224,516,236       50,195,052       4.55  
Non-interest bearing cash     47,928,057                       41,957,263                  
Goodwill and intangibles     109,453,962                       66,279,404                  
Premises and equipment     56,534,498                       42,347,726                  
Other assets     97,259,792                       84,073,279                  
Total assets(1)     3,021,509,457                       2,459,173,908                  
Liabilities and Stockholders’ Equity:                                                
Interest bearing deposits                                                
Savings     212,657,668       184,409       0.17       177,470,024       137,525       0.16  
Money market and NOW     660,551,610       2,438,818       0.74       585,509,496       1,510,013       0.52  
Time deposits     872,468,540       9,097,100       2.10       599,499,028       3,805,430       1.28  
Total interest bearing deposits     1,745,677,818       11,720,327       1.35       1,362,478,548       5,452,968       0.81  
Borrowed funds     279,303,413       4,113,343       2.97       262,441,187       3,049,081       2.34  
Total interest bearing liabilities     2,024,981,231       15,833,670       1.58       1,624,919,735       8,502,049       1.06  
Non-interest bearing deposits     581,484,042                       537,251,923                  
      2,606,465,273                       2,162,171,658                  
Other liabilities     28,804,963                       14,253,017                  
Stockholders’ equity     386,239,221                       282,749,233                  
Total liabilities and stockholders’ equity   $ 3,021,509,457                     $ 2,459,173,908                  
Net interest spread(1)                       3.14                       3.49  
Net interest margin(1)             $ 47,556,561       3.54 %           $ 41,693,003       3.78 %

 

 

(1) Interest income is presented on a FTE basis. The FTE basis adjusts for the tax favored status of these types of assets. Management believes providing this information on a FTE basis provides investors with a more accurate picture of our net interest spread and net interest income and we believe it to be the preferred industry measurement of these calculations. See “Reconciliation of Non-GAAP Measures.”
(2) Available for sale investment securities are presented at amortized cost.

 

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The following table describes the impact on our interest income and expense resulting from changes in average balances and average rates for the six months ended June 30, 2018 and 2017. We have allocated the change in interest income, interest expense and net interest income due to both volume and rate proportionately to the rate and volume variances.

 

Rate/Volume Variance Analysis

 

    Six months ended June 30,
    2019 compared to 2018
    Variance due to:
    Total   Rate   Volume
             
Interest earning assets:                        
Federal funds sold(1)   $ 5,374     $ 1,890     $ 3,484  
Interest bearing deposits     2,129       2,135       (6 )
Investment Securities(1)                        
U.S. Treasury     5,668       9,352       (3,684 )
U.S. government agency     925,908       136,775       789,133  
Corporate bond     115,104       (60,121 )     175,225  
Foreign bonds     33,975       28,557       5,418  
Mortgage backed securities     213,125       196,754       16,371  
Municipal securities     (18,331 )     574       (18,905 )
Other     52,703       (36,673 )     89,376  
Loans:(1)                        
Commercial     1,738,735       (426,575 )     2,165,310  
Mortgage     10,428,920       3,195,996       7,232,924  
Consumer     (308,131 )     260,992       (569,123 )
Total interest income (1)     13,195,179       3,309,656       9,885,523  
                         
Interest bearing liabilities                        
Savings     46,884       25,676       21,208  
Money market and NOW     928,805       809,591       119,214  
Time deposits     5,291,670       3,915,804       1,375,866  
Borrowed funds     1,064,262       951,028       113,234  
Total interest expense     7,331,621       5,702,099       1,629,522  
                         
Net interest income(1)   $ 5,863,558     $ (2,392,443 )   $ 8,256,001  

 

 

(1) Interest income is presented on a FTE basis. The FTE basis adjusts for the tax favored status of these types of assets. Management believes providing this information on a FTE basis provides investors with a more accurate picture of our net interest spread and net interest income and we believe it to be the preferred industry measurement of these calculations. See “Reconciliation of Non-GAAP Measures.”

 

Provision for Loan Losses. The provision for loan losses for the six months ended June 30, 2019 was $487 thousand, a decrease of $440 thousand, or 47.50%, compared to $927 thousand for the six months ended June 30, 2018. This decrease is due to the fact that existing reserves were generally adequate to cover the increase in the loan portfolio during the six-month period, as well as the fact that some loans for which we had a specific loan reserve at December 31, 2018 were paid off during the six months ended June 30, 2019.

 

Management identified additional probable losses in the loan portfolio and recorded $166 thousand in charge-offs for the six months ended June 30, 2019 compared to charge-offs of $104 thousand for the six months ended June 30, 2018. We recognized recoveries of $98 thousand during the six months ended June 30, 2019 compared to $19 thousand for the same period of 2018.

 

Non-interest Income . Non-interest income totaled $6.0 million for the six months ended June 30, 2019, an increase of $1.0 million, or 20.82%, from the corresponding period of 2018 amount of $5.0 million.

 

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The following table outlines the amounts of and changes in non-interest income for the six-month periods.

 

    Six months ended June 30,        
    2019   2018   $ Change   % Change
Service charges on deposit accounts   $ 633,614     $ 584,331     $ 49,283       8.43 %
Wire transfer fees     60,799       62,144       (1,345 )     (2.16 )
ATM income     645,470       652,988       (7,518 )     (1.15 )
POS Sponsorship program     1,236,817       673,502       563,315       100.00  
Gain on sales or calls of investment securities     15,927             15,927       100.00  
Earnings on bank owned life insurance     1,018,933       753,992       264,941       35.14  
Gain on disposal of assets     32,599       14,366       18,233       126.92  
Loss on sale of stock           (60,998 )     60,998       100.00  
Rental income     430,630       397,494       33,136       8.34  
Income on marketable loans     1,338,686       930,351       408,335       43.89  
Other fees and commissions     607,076       974,902       (367,826 )     (37.73 )
Total non-interest income   $ 6,020,551     $ 4,983,072     $ 1,037,479       20.82 %

 

Non-interest income increased during the 2019 period compared to the 2018 period primarily as a result of increases of $563 thousand in income from our point of sale (“POS”) sponsorship program, which was not in place during the first quarter of 2018, $408 thousand in income on marketable loans, and $265 thousand in earnings on BOLI, partially offset by a decrease in other fees and commissions.

 

Income on marketable loans increased $408 thousand during the six months ended June 30, 2019, compared to the same period last year due to an increase in gains recorded on the sale of residential mortgage loans primarily as a result of a higher volume of loans sold in the secondary market. The residential mortgage division originated loans aggregating $69.0 million for sale in the secondary market during the six months ended June 30, 2019 compared to $48.0 million for the same period last year.

 

The increase in earnings on bank owned life insurance is due to the $16.3 million of BOLI acquired in the BYBK merger.

 

Other fees and commissions decreased $368 thousand during the six months ended June 30, 2019 compared to the same period last year, primarily due to the receipt of a one-time bonus on our annuity plan during the six months ended June 30, 2018, for which we had no corresponding income for the six months ended June 30, 2019.

 

Non-interest Expense. Non-interest expense decreased $3.1 million, or 9.63%, for the six months ended June 30, 2019 compared to the six months ended June 30, 2018.

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The following table outlines the amounts of and changes in non-interest expenses for the periods.

 

    Six months ended June 30,        
    2019   2018   $ Change   % Change
Salaries and benefits   $ 14,734,354     $ 12,686,785     $ 2,047,569       16.14 %
Occupancy and equipment     4,848,794       4,223,042       625,752       14.82  
Data processing     1,487,910       1,311,821       176,089       13.42  
FDIC insurance and State of Maryland assessments     508,616       508,397       219       0.04  
Merger and integration           7,121,802       (7,121,802 )     100.00  
Core deposit premium amortization     1,307,585       853,049       454,536       53.28  
Loss on sale of other real estate owned           54,472       (54,472 )     (100.00 )
OREO expense     67,499       212,989       (145,490 )     (68.31 )
Director fees     349,500       367,200       (17,700 )     (4.82 )
Network services     230,765       174,812       55,953       32.01  
Telephone     481,697       456,906       24,791       5.43  
Other operating     4,963,711       4,098,090       865,621       21.12  
Total non-interest expenses   $ 28,980,431     $ 32,069,365     $ (3,088,934 )     (9.63 )%

 

Non-interest expenses decreased period over period primarily as a result of our having no merger and integration expenses during the six months ended June 30, 2019 compared to $7.1 million in merger and integration expenses during the same period last year, partially offset by increases in salaries and employee benefits, occupancy and equipment, core deposit premium amortization, data processing, and other operating expenses.

 

Salaries and employee benefits increased $2.0 million and occupancy and equipment expenses increased $626 thousand period over period primarily as a result of the inclusion of expenses related to the staff and the branches, respectively, that we acquired in the BYBK acquisition for the entire six-month period of 2019 compared to just approximately two and half months of such expenses for the six months ended June 30, 2018.

 

Core deposit amortization increased $455 thousand for the six-month period ended June 30, 2019 compared to the same period last year as a result of the higher amortization of premiums from deposits that we acquired in the BYBK acquisition.

 

Data processing expenses increased for the six-month period ended June 30, 2019 compared to the same period last year as a result of additional customer transactions primarily due to the additional branches, and therefore additional customers, resulting from our acquisition of BYBK, which were included for the full 2019 period but for less than half of the 2018 period.

 

Other operating expenses increased $929 thousand due to increases in general operating costs, including marketing and advertising, sponsorships and donations, loan expenses, and software expense.

 

Income Taxes. We had income tax expense of $5.9 million (25.36% of pre-tax income) for the six months ended June 30, 2019 compared to income tax expense of $4.2 million (32.26% of pre-tax income) for the same period of 2018. The effective tax rate decreased for the 2019 period primarily due to the non-deductible merger expenses we incurred during the six months ended June 30, 2018 for which there was no corresponding expense for the six months ended June 30, 2019.

 

Analysis of Financial Condition

 

Investment Securities. Our portfolio consists primarily of investment grade securities including U.S. Treasury securities, U.S. government agency securities, U.S. government sponsored entity securities, corporate bonds, foreign bonds, securities issued by states, counties and municipalities, MBS, certain equity securities (recorded at cost), Federal Home Loan Bank stock, Maryland Financial Bank stock, and Atlantic Community Bankers Bank stock.

51

 

We have prudently managed our investment portfolio to maintain liquidity and safety. The portfolio provides a source of liquidity and collateral for borrowings as well as a means of diversifying our earning asset portfolio. While we usually intend to hold the investment securities until maturity, currently we classify all of our investment securities as available for sale. This classification provides us the opportunity to divest of securities that may no longer meet our liquidity objectives. We account for investment securities at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders’ equity, net of income tax effects. Although we may sell securities to reposition the portfolio, generally, we invest in securities for the yield they produce and not to profit from trading the securities. We continually evaluate our investment portfolio to ensure it is adequately diversified, provides sufficient cash flow and does not subject us to undue interest rate risk. There are no trading securities in our portfolio.

 

The investment securities at June 30, 2019 amounted to $296.0 million, an increase of $76.3 million, or 34.71%, from the December 31, 2018 amount of $219.7 million. As outlined above, at June 30, 2019, all securities are classified as available for sale.

 

The fair value of available for sale securities included net unrealized gains of $733 thousand at June 30, 2019 (reflected as $532 thousand net of taxes) compared to net unrealized losses of $7.6 million (reflected as $5.5 million net of taxes) at December 31, 2018. The increase in the value of the investment securities is due to the decrease in market interest rates, which resulted in an increase in bond values. We have evaluated securities with unrealized losses for an extended period of time and determined that all such losses are temporary because, at this point in time, we expect to hold them until maturity. We have no intent or plan to sell these securities, it is not likely that we will have to sell these securities and we have not identified any portion of the loss that is a result of credit deterioration in the issuer of the security. As the maturity date moves closer and/or interest rates decline, any unrealized losses in the portfolio will decline or dissipate.

 

Loan Portfolio. Net of allowance, unearned fees and origination costs, loans held for investment increased $11.2 million, or 0.47%, during the six months ended June 30, 2019, remaining at $2.4 billion at June 30, 2019. Loan growth during 2019 was a result of net organic growth of $89.7 million, due to new commercial real estate loan originations, partially offset by $78.5 million in paydowns on previously-acquired loans. Commercial real estate loans increased by $27.5 million, residential real estate loans decreased by $3.2 million, commercial and industrial loans decreased by $4.7 million, and consumer loans decreased by $8.4 million from their respective balances at December 31, 2018.

 

Most of our lending activity occurs within the state of Maryland in the suburban Washington, D.C. and Baltimore market areas of Baltimore City and Anne Arundel, Baltimore, Calvert, Carroll, Charles, Frederick, Harford, Howard, Montgomery, Prince George’s and St. Mary’s Counties. The majority of our loan portfolio consists of commercial real estate loans and residential real estate loans.

 

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The following table summarizes the composition of the loan portfolio held for investment by dollar amount at the dates indicated:

 

    June 30, 2019   December 31, 2018
    Legacy (1)   Acquired   Total   Legacy (1)   Acquired   Total
                         
Commercial Real Estate                                                
Owner Occupied   $ 311,984,259     $ 132,158,619     $ 444,142,878     $ 299,266,275     $ 140,892,706     $ 440,158,981  
Investment     614,696,965       182,790,150       797,487,115       592,529,807       195,883,002       788,412,809  
Hospitality     196,356,242       19,069,944       215,426,186       172,189,046       13,134,019       185,323,065  
Land and A&D     70,866,193       7,107,755       77,973,948       71,908,761       21,760,867       93,669,628  
Residential Real Estate                                                
First Lien-Investment     120,411,103       43,992,312       164,403,415       104,084,050       48,483,340       152,567,390  
First Lien-Owner Occupied     107,911,628       130,954,430       238,866,058       108,696,078       140,221,589       248,917,667  
Residential Land and A&D     46,826,606       11,146,929       57,973,535       42,639,161       16,828,434       59,467,595  
HELOC and Jr. Liens     22,398,293       36,816,530       59,214,823       20,749,184       41,939,123       62,688,307  
Commercial and Industrial     252,178,329       74,276,267       326,454,596       239,766,662       91,431,724       331,198,386  
Consumer     14,143,513       28,687,040       42,830,553       16,289,147       34,919,111       51,208,258  
Total loans     1,757,773,131       666,999,976       2,424,773,107       1,668,118,171       745,493,915       2,413,612,086  
Allowance for loan losses     (7,417,436 )     (472,299 )     (7,889,735 )     (7,004,839 )     (466,184 )     (7,471,023 )
Deferred loan costs, net     3,553,772             3,553,772       3,086,635             3,086,635  
Net loans   $ 1,753,909,467     $ 666,527,677     $ 2,420,437,144     $ 1,664,199,967     $ 745,027,731     $ 2,409,227,698  

 

 

(1) As a result of the acquisitions of Maryland Bankcorp, WSB Holdings, Regal, DCB and BYBK, we have segmented the portfolio into two components, “Legacy” loans originated by Old Line Bank and “Acquired” loans acquired from MB&T, WSB, Regal Bank, Damascus and Bay Bank.

 

Bank Owned Life Insurance (“BOLI”) . At June 30, 2019, we have invested $68.8 million in life insurance policies on our executive officers, other officers of Old Line Bank, retired officers of MB&T and former officers of WSB, Regal Bank, Damascus and Bay Bank. BOLI increased $830 thousand during the six months ended June 30, 2019 as a result of the interest earned on these policies. Gross earnings on BOLI were $1.0 million during the six months ended June 30, 2019, which earnings were partially offset by $189 thousand in expenses associated with the policies, for total net earnings of $830 thousand. We anticipate that the earnings on these policies will continue to help offset our employee benefit expenses as well as our obligations under our salary continuation agreements and supplemental life insurance agreements that we have entered into with our executive officers and that MB&T and WSB had entered into with their executive officers. There are no post-retirement death benefits associated with the BOLI policies owned by Old Line Bank prior to the acquisition of MB&T. We have accrued a $194 thousand liability associated with the post-retirement death benefits of the BOLI policies acquired from MB&T and there are no such benefits related to the BOLI policies acquired from WSB, Regal Bank, Damascus or Bay Bank.

 

Annuity Plan . Our annuity plan is an interest earning investment that we purchased to fund a new supplemental retirement plan and amendments to existing retirement plans that will provide lifetime payments to two of our executive officers. We invested $6.0 million during the fourth quarter of 2017 and the annuity plan was effective January 1, 2018. The annuity plan was valued at $6.3 million at June 30, 2019 and December 31, 2018.

 

Deposits . Deposits increased $88.4 million during the six months ended June 30, 2019, to $2.4 billion at June 30, 2019 from $2.3 billion at December 31, 2018. This increase is comprised of a $61.7 million increase in our non-interest bearing deposits and a $26.7 million increase in our interest bearing deposits.

 

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The following table outlines the changes in interest bearing deposits:

 

    June 30,   December 31,        
    2019   2018   $ Change   % Change
    (Dollars in thousands)
Certificates of deposit   $ 891,539     $ 865,255     $ 26,284       3.04 %
Interest bearing checking     662,756       657,061       5,695       0.87  
Savings     209,432       214,673       (5,241 )     (2.44 )
Total   $ 1,763,727     $ 1,736,989     $ 26,738       1.54 %

 

 We acquire brokered certificates of deposit and money market accounts through the Promontory Interfinancial Network (“Promontory”). Through this deposit matching network and its certificate of deposit account registry service (“CDARS”) and money market account service, we have the ability to offer our customers access to Federal Deposit Insurance Corporation (the “FDIC”) insured deposit products in aggregate amounts exceeding current insurance limits. When we place funds through Promontory on behalf of a customer, we receive matching deposits through the network’s reciprocal deposit program. We can also place deposits through this network without receiving matching deposits. At June 30, 2019, we had $37.0 million in CDARS and $179.4 million in money market accounts through Promontory’s reciprocal deposit program compared to $47.9 million and $168.8 million, respectively, at December 31, 2018.

 

We do not currently have any brokered certificates of deposits other than CDARS. Old Line Bank did not obtain any brokered certificates of deposit during the six months ended June 30, 2019. We may, however, use brokered deposits in the future as an element of our funding strategy if and when required to maintain an acceptable loan to deposit ratio.

 

Borrowings. Short term borrowings consist of short term borrowings with the FHLB and short term promissory notes issued to Old Line Bank’s commercial customers as an enhancement to the basic non-interest bearing demand deposit account. This service electronically sweeps excess funds from the customer’s account into a short term promissory note with Old Line Bank. These obligations are payable on demand and are secured by investments. At June 30, 2019, we had $195.0 million outstanding in short term FHLB borrowings, compared to $190.0 million at December 31, 2018. At June 30, 2019 and December 31, 2018, we had no unsecured promissory notes and $26.7 million and $38.2 million, respectively, in secured promissory notes.

 

Long term borrowings at June 30, 2019 consist primarily of the Notes in the amount of $35.0 million (fair value of $34.2 million) due in 2026. The initial interest rate on the Notes is 5.625% per annum from August 15, 2016 to August 14, 2021, payable semi-annually on each February 15 and August 15. Beginning August 15, 2021, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 450.2 basis points, payable quarterly on each February 15, May 15, August 15 and November 15 through maturity or early redemption. Also included in long term borrowings are trust preferred subordinated debentures totaling $4.0 million (net of $2.4 million fair value adjustment) that we acquired in the Regal acquisition. The trust preferred subordinated debentures consists of two trusts – Trust 1 in the amount of $4.0 million (fair value adjustment of $1.3 million) with an interest rate of floating 90-day LIBOR plus 2.85%, maturing in 2034 and Trust 2 in the amount of $2.5 million (fair value adjustment $1.1 million) with an interest rate of floating 90-day LIBOR plus 1.60%, maturing in 2035.

 

Liquidity and Capital Resources . Our overall asset/liability strategy takes into account our need to maintain adequate liquidity to fund asset growth and deposit runoff. Our management monitors the liquidity position daily in conjunction with regulatory guidelines. As further discussed below, we have credit lines, unsecured and secured, available from several correspondent banks totaling $70.0 million. Additionally, we may borrow funds from the FHLB and the Federal Reserve Bank of Richmond. We can use these credit facilities in conjunction with the normal deposit strategies, which include pricing changes to increase deposits as necessary. We can also sell available for sale investment securities or pledge investment securities as collateral to create additional liquidity. From time to time we may sell or participate out loans to create additional liquidity as required. Additional sources of liquidity include funds held in time deposits and cash flow from the investment and loan portfolios.

 

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Our immediate sources of liquidity are cash and due from banks, federal funds sold and deposits in other banks. On June 30, 2019 we had $56.4 million in cash and due from banks, $1.8 million in interest bearing accounts, and $781 thousand in federal funds sold. As of December 31, 2018, we had $41.5 million in cash and due from banks, $2.1 million in interest bearing accounts, and $954 thousand in federal funds sold.

 

Old Line Bank has sufficient liquidity to meet its loan commitments as well as fluctuations in deposits. We usually retain maturing certificates of deposit as we offer competitive rates on certificates of deposit. Management is not aware of any demands, trends, commitments, or events that would result in Old Line Bank’s inability to meet anticipated or unexpected liquidity needs.

 

We did not have any unusual liquidity requirements during the six months ended June 30, 2019. Although we plan for various liquidity scenarios, if turmoil in the financial markets occurs and our depositors lose confidence in us, we could experience liquidity issues.

 

Old Line Bancshares has available a $5.0 million unsecured line of credit at June 30, 2019. In addition, Old Line Bank has $65.0 million in available lines of credit at June 30, 2019, consisting of overnight federal funds from its correspondent banks. Old Line Bank has an additional secured line of credit from the FHLB of $702.4 million at June 30, 2019. As a condition of obtaining the line of credit from the FHLB, the FHLB requires that Old Line Bank purchase shares of capital stock in the FHLB. Prior to allowing Old Line Bank to borrow under the line of credit, the FHLB also requires that Old Line Bank provide collateral to support borrowings. Therefore, we have provided collateral to support up to $440.3 million in lendable collateral value for FHLB borrowings. We may increase availability by providing additional collateral. Additionally, we have overnight repurchase agreements sold to Old Line Bank’s customers and have provided collateral in the form of investment securities to support the $26.7 million in repurchase agreements.

 

The FDIC and the Federal Reserve Board have adopted risk-based capital rules for banking organizations. These rules require ratios of capital to assets for minimum capital adequacy and to be classified as well capitalized under prompt corrective action provisions. Under these rules, a bank is considered “well capitalized” if it: (i) has a total risk-based capital ratio of 10.0% or greater; (ii) a Tier 1 risk-based capital ratio of 8.0% or greater; (iii) a common Tier 1 equity ratio of at least 6.5% or greater; (iv) a Tier 1 leverage capital ratio of 5.0% or greater; and (v) is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

 

Additionally, the rules limit a banking organization’s ability to make capital distributions, engage in share repurchases, and pay certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The minimum ratios including the buffer are: (i) (i) a total risk-based capital ratio of 10.5%; (ii) a Tier 1 risk-based capital ratio of 8.5%; (iii) a common Tier 1 equity ratio of 7.0%. The buffer does not apply to the Tier 1 leverage capital ratio.

 

As of June 30, 2019, Old Line Bancshares’ capital levels were such that it remained characterized as “well capitalized” under the rules.

 

Current regulations require subsidiaries of a financial institution to be separately capitalized and require investments in and extensions of credit to any subsidiary engaged in activities not permissible for a bank to be deducted in the computation of the institution’s regulatory capital. Regulatory capital and regulatory assets below also reflect decreases of $532 thousand and $733 thousand, respectively, which represents unrealized gains (after-tax for capital additions and pre-tax for asset additions, respectively) on MBS and investment securities classified as available for sale. In addition, the risk-based capital reflects an increase of $7.9 million for the general loan loss reserve during the six months ended June 30, 2019.

 

As of June 30, 2019, Old Line Bank met all capital adequacy requirements to be considered well capitalized. There were no conditions or events since the end of the second quarter of 2019 that management believes have changed Old Line Bank’s classification as well capitalized.

 

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The following table shows Old Line Bank’s regulatory capital ratios and the minimum capital ratios currently required by its banking regulator to be “well capitalized” at June 30, 2019.

            Minimum capital   To be well
    Actual   adequacy(1)   capitalized
June 30, 2019   Amount   Ratio   Amount   Ratio   Amount   Ratio
    (Dollars in 000’s)
Common equity tier 1 (to risk-weighted assets)   $ 311,120       11.69 %   $ 119,729       4.5 %   $ 172,941       6.5 %
Total capital (to risk weighted assets)   $ 319,136       11.99 %   $ 212,851       8 %   $ 266,064       10 %
Tier 1 capital (to risk weighted assets)   $ 311,120       11.69 %   $ 159,638       6 %   $ 212,851       8 %
Tier 1 leverage (to average assets)   $ 311,120       10.53 %   $ 118,192       4 %   $ 147,740       5 %

 

__________________________________
(1) Does not include the capital conservation buffer of 2.5% that is added on top of each of the minimum risk-based capital ratios noted above other than the Tier leverage (to average assets) ratio.

 

Our management believes that, under current regulations, and eliminating the assets of Old Line Bancshares, Old Line Bank remains well capitalized and will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond our control, such as a shift in interest rates or an economic downturn in areas where we extend credit, could adversely affect future earnings and, consequently, our ability to meet minimum capital requirements in the future.

 

Asset Quality

 

Overview . Management performs reviews of all delinquent loans and foreclosed assets and directs relationship officers to work with customers to resolve potential credit issues in a timely manner. Management reports to the Bank’s Loan Committee weekly and requests its approval for loans that require such approval pursuant to our loan policies. Management also reports to the board of directors with respect to certain loan matters on a monthly basis. Such reports include, among other things, information on delinquent loans and foreclosed real estate. We have formal action plans on criticized assets and provide status reports on OREO on a quarterly basis. These action plans include our actions and plans to cure the delinquent status of the loans and to dispose of foreclosed properties. The Loan Committee consists of four executive officers and four non-employee members of the board of directors.

 

We classify any property acquired as a result of foreclosure on a mortgage loan as OREO and record it at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carry the property at the lower of cost or net realizable value. We charge any required write down of the loan to its net realizable value against the allowance for loan losses at the time of foreclosure. We charge to expense any subsequent adjustments to net realizable value. Upon foreclosure, Old Line Bank generally requires an appraisal of the property and, thereafter, appraisals of the property generally on an annual basis and external inspections on at least a quarterly basis.

 

As required by ASC Topic 310- Receivables and ASC Topic 450- Contingencies , we measure all impaired loans, which consist of all modified loans (“TDRs”) and other loans for which collection of all contractual principal and interest is not probable, based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, we recognize impairment through a valuation allowance and corresponding provision for loan losses. Old Line Bank considers consumer loans as homogenous loans and thus does not apply the impairment test to these loans. We write off impaired loans when collection of the loan is doubtful.

 

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of a borrower has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms. These loans do not meet the criteria for, and are therefore not included in, nonperforming assets. Management, however, classifies potential problem loans as either special mention, watch, or substandard. These loans were considered in determining the adequacy of the allowance for loan losses and are closely and regularly monitored to protect our interests. Potential problem loans, which are not included in nonperforming assets, amounted to $27.0 million at June 30, 2019 compared to $26.2 million at December 31, 2018. At June 30, 2019, we had $12.7 million and $14.3 million, respectively, of potential problem loans attributable to our legacy and acquired loan portfolios, compared to $13.0 million and $13.2 million, respectively, at December 31, 2018.

 

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Acquired Loans . Loans acquired in mergers are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. U.S. GAAP requires that we record acquired loans at fair value, which includes a discount for loans with credit impairment. These loans are not performing according to their contractual terms and meet our definition of a nonperforming loan. The discounts that arise from recording these loans at fair value were due to credit quality. Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our expectations or payment in full of amounts due. Purchased, credit-impaired loans that perform consistent with the accretable yield expectations are not reported as non-accrual or nonperforming.

 

We recorded at fair value all acquired loans from MB&T, WSB, Regal Bank, Damascus and Bay Bank. The fair value of the acquired loans includes expected loan losses, and as a result there was no allowance for loan losses recorded for acquired loans at the time of acquisition. Accordingly, the existence of the acquired loans reduces the ratios of the allowance for loan losses to total gross loans and the allowance for loan losses to non-accrual loans, and this measure is not directly comparable to prior periods. Similarly, net loan charge-offs are normally lower for acquired loans since we recorded these loans net of expected loan losses. Therefore, the ratio of net charge-offs during the period to average loans outstanding is reduced as a result of the existence of acquired loans, and the measures are not directly comparable to prior periods. Other institutions may not have acquired loans, and therefore there may be no direct comparability of these ratios between and among other institutions when compared in total.

 

Applicable accounting guidance requires that if we experience a decrease in the expected cash flows of a loan subsequent to its acquisition date, we establish an allowance for loan losses for such acquired loan with decreased cash flows. At June 30, 2019, there was $472 thousand of allowance reserved for potential loan losses on acquired loans compared to $466 thousand at December 31, 2018.

 

Nonperforming Assets . As of June 30, 2019, our nonperforming assets totaled $8.7 million and consisted of $5.0 million of nonaccrual loans, $2.8 million of loans past due 90 days and still accruing and OREO of $883 thousand.

 

 

 

 

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The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.

 

    Nonperforming Assets
    June 30, 2019   December 31, 2018
    Legacy   Acquired   Total   Legacy   Acquired   Total
Accruing loans 90 or more days past due                                                
Commercial Real Estate                                                
Owner Occupied   $ 2,687,996     $     $ 2,687,996     $     $     $  
Investment                             139,247       139,247  
Residential Real Estate:                                                
First Lien-Owner Occupied                             103,365       103,365  
Commercial     94,207       9,102       103,309                    
Consumer                             54       54  
Total accruing loans 90 or more days past due     2,782,203       9,102       2,791,305             242,666       242,666  
Non-accrued loans:                                                
Commercial Real Estate                                                
Owner Occupied           247,624       247,624             182,261       182,261  
Investment     576,671       52,121       628,792             51,070       51,070  
Land and A&D           9,525       9,525             45,000       45,000  
Residential Real Estate:                                                
First Lien-Investment     192,501       310,629       503,130       192,501       292,758       485,259  
First Lien-Owner Occupied     249,298       1,734,557       1,983,855       262,194       2,027,974       2,290,168  
Land and A&D     284,179       197,199       481,378       277,704       201,737       479,441  
HELOC and Jr. Liens           674,106       674,106             690,732       690,732  
Commercial     241,972       45,319       287,291       191,388       45,269       236,657  
Consumer     36,792       149,836       186,628       15,658       180,846       196,504  
Total non-accrued past due loans:     1,581,413       3,420,916       5,002,329       939,445       3,717,647       4,657,092  
Other real estate owned (“OREO”)           882,510       882,510             882,810       882,810  
Total nonperforming assets   $ 4,363,616     $ 4,312,528     $ 8,676,144     $ 939,445     $ 4,843,123     $ 5,782,568  
Accruing Troubled Debt Restructurings                                                
Commercial Real Estate:                                                
Owner Occupied   $     $ 1,488,938     $ 1,488,938     $     $ 1,510,628     $ 1,510,628  
Residential Real Estate:                                                
First Lien-Owner Occupied           395,370       395,370             402,650       402,650  
Commercial     333,399       65,526       398,925       349,387       67,791       417,178  
Consumer     23,709             23,709       26,301             26,301  
Total Accruing Troubled Debt Restructurings   $ 357,108     $ 1,949,834     $ 2,306,942     $ 375,688     $ 1,981,069     $ 2,356,757  

 

The table below reflects our ratios of our nonperforming assets at June 30, 2019 and December 31, 2018.

 

    June 30,   December 31,
    2019   2018
Ratios, Excluding Acquired Assets                  
Total nonperforming assets as a percentage of total loans held for investment and OREO     0.25 %     0.06 %
Total nonperforming assets as a percentage of total assets     0.18 %     0.04 %
Total nonperforming assets as a percentage of total loans held for investment     0.25 %     0.06 %
                 
Ratios, Including Acquired Assets                  
Total nonperforming assets as a percentage of total loans held for investment and OREO     0.36 %     0.24 %
Total nonperforming assets as a percentage of total assets     0.28 %     0.20 %
Total nonperforming assets as a percentage of total loans held for investment     0.32 %     0.24 %

 

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The table below presents a breakdown of the recorded book balance of non-accruing loans at June 30, 2019 and December 31, 2018.

 

    June 30, 2019   December 31, 2018
        Unpaid       Interest       Unpaid        
    # of   Principal   Recorded   Not   # of   Principal   Recorded   Interest Not
    Contracts   Balance   Investment   Accrued   Contracts   Balance   Investment   Accrued
Legacy                                
Commercial Real Estate:                                                                
Investment     1     $ 576,671     $ 576,671     $ 21,799           $     $     $  
Residential Real Estate                                                                
First Lien-Investment     1       192,501       192,501       40,879       1       192,501       192,501       34,588  
First Lien-Owner Occupied     2       249,298       249,298       1,028       2       262,194       262,194       1,413  
Land and A & D     1       284,179       284,179       25,140       1       277,704       277,704       16,947  
Commercial     2       241,972       241,972       12,268       3       191,388       191,388       6,052  
Consumer     4       36,792       36,792       463       3       15,658       15,658       648  
Total non-accrual loans     11       1,581,413       1,581,413       101,577       10       939,445       939,445       59,648  
Acquired(1)                                                                
Commercial Real Estate:                                                                
Owner Occupied     1     $ 267,823     $ 247,624     $ 37,580       3     $ 283,083     $ 182,261     $ 42,871  
Investment     1       72,408       52,121       6,214       1       72,408       51,070       2,117  
Land and A & D     1       293,376       9,525       186,527       1       328,851       45,000       176,212  
Residential Real Estate                                                                
First Lien-Investment     3       315,751       310,629       28,143       3       298,187       292,758       16,682  
First Lien-Owner Occupied     9       1,751,254       1,734,557       139,946       11       2,167,249       2,027,974       201,174  
HELOC and Jr. Lien     10       684,537       674,106       25,360       2       701,430       690,732       23,529  
Land and A & D     2       208,037       197,199       27,042       9       212,957       201,737       21,319  
Commercial     1       48,750       45,319       4,800       1       48,750       45,269       3,107  
Consumer     20       152,212       149,836       4,496       20       183,941       180,846       6,923  
Total non-accrual loans     48       3,794,148       3,420,916       460,108       51       4,296,856       3,717,647       493,934  
Total all non-accrued loans     59     $ 5,375,561     $ 5,002,329     $ 561,685       61     $ 5,236,301     $ 4,657,092     $ 553,582  

  

(1) U.S. GAAP requires that we record acquired loans at fair value, which includes a discount for loans with credit impairment. These loans are not performing according to their contractual terms and meet our definition of a nonperforming loan. The discounts that arise from recording these loans at fair value were due to credit quality. Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our cash flow expectations or payment in full of amounts due even though we classify them as 90 or more days past due.

 

Non-accrual legacy loans at June 30, 2019 increased $642 thousand from December 31, 2018, due primarily to the addition of one commercial real estate loan in the amount of $577 thousand.

 

Non-accrual acquired loans at June 30, 2019 decreased $297 thousand from December 31, 2018 due to a residential mortgage loan that had previously been classified as non-accrual being paid off during 2019.

 

At June 30, 2019, there was no legacy OREO. Acquired OREO was $883 thousand at both June 30, 2019 and December 31, 2018.

 

Allowance for Loan Losses . We review the adequacy of the allowance for loan losses at least quarterly. Our review includes evaluation of impaired loans as required by ASC Topic 310- Receivables , and ASC Topic 450- Contingencies . Also incorporated in determining the adequacy of the allowance is guidance contained in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 102, Loan Loss Allowance Methodology and Documentation, the Federal Financial Institutions Examination Council’s Policy Statement on Allowance for Loan and Lease Losses Methodologies and Documentation for Banks and Savings Institutions, and the Interagency Policy Statement on the Allowance for Loan and Lease Losses. We also continue to measure the credit impairment at each period end on all loans that have been classified as a TDR using the guidance in ASC 310-10-35.

 

We have in place risk management practices designed to ensure timely identification of changes in loan risk profiles. Undetected losses, however, inherently exist within the portfolio. Although we may allocate specific portions of the allowance for specific loans or other factors, the entire allowance is available for any loans that we should charge off. We will not create a specific valuation allowance for a loan unless we consider the loan impaired.

 

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The following tables provide an analysis of the allowance for loan losses for the periods indicated:

 

        Commercial   Residential        
June 30, 2019   Commercial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,562,740     $ 4,728,694     $ 1,081,394     $ 98,195     $ 7,471,023  
Provision for loan losses     96,089       152,727       156,507       81,435       486,758  
Recoveries     10,953       834       47,030       38,896       97,713  
Total     1,669,782       4,882,255       1,284,931       218,526       8,055,494  
Loans charged off     (4,108 )           (1,028 )     (160,623 )     (165,759 )
Ending Balance   $ 1,665,674     $ 4,882,255     $ 1,283,903     $ 57,903     $ 7,889,735  
Amount allocated to:                                        
Legacy Loans:                                        
Individually evaluated for impairment   $ 76,307     $     $ 64,420     $ 1,328     $ 142,055  
Other loans not individually evaluated     1,540,617       4,858,390       829,723       46,651       7,275,381  
Acquired Loans:                                        
Individually evaluated for impairment     48,750       23,865       389,760       9,924       472,299  
Ending balance   $ 1,665,674     $ 4,882,255     $ 1,283,903     $ 57,903     $ 7,889,735  

 

        Commercial   Residential        
December 31, 2018   Commercial   Real Estate   Real Estate   Consumer   Total
Beginning balance   $ 1,262,030     $ 3,783,735     $ 844,355     $ 30,466     $ 5,920,586  
Provision for loan losses     241,994       943,709       220,513       442,479       1,848,695  
Recoveries     69,469       1,250       18,350       16,144       105,213  
Total     1,573,493       4,728,694       1,083,218       489,089       7,874,494  
Loans charged off     (10,753 )           (1,824 )     (390,894 )     (403,471 )
Ending Balance   $ 1,562,740     $ 4,728,694     $ 1,081,394     $ 98,195     $ 7,471,023  
Amount allocated to:                                        
Legacy Loans:                                        
Individually evaluated for impairment   $ 13,149     $     $ 39,420     $ 1,416     $ 53,985  
Other loans not individually evaluated     1,455,841       4,714,354       702,934       77,726       6,950,855  
Acquired Loans:                                        
Individually evaluated for impairment     93,750       14,340       339,040       19,053       466,183  
Ending balance   $ 1,562,740     $ 4,728,694     $ 1,081,394     $ 98,195     $ 7,471,023  

 

The ratios of the allowance for loan losses are as follows at the dates indicated:

 

      June 30, 2019       December 31, 2018  
Ratio of allowance for loan losses to:                
Total gross loans held for investment     0.32 %     0.31 %
Non-accrual loans     157.72 %     160.42 %
Net charge-offs to average loans     0.00 %     0.01 %

 

During the six months ended June 30, 2019, we charged off $166 thousand in loans through the allowance for loan losses compared to $403 thousand for the year ended December 31, 2018.

 

The allowance for loan losses represented 0.32% and 0.31%, respectively, of gross loans held for investment at June 30, 2019 and December 31, 2018, and 0.45% of legacy loans at both June 30, 2019 and December 31, 2018. We have no exposure to foreign countries or foreign borrowers. Based on our analysis and the satisfactory historical performance of the loan portfolio, we believe this allowance appropriately reflects the inherent risk of loss in our portfolio.

 

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Overall, we continue to believe that the loan portfolio remains manageable in terms of charge-offs and nonperforming assets as a percentage of total loans. We remain diligent and aware of our credit costs and the impact that these can have on our financial institution, and we have taken proactive measures to identify problem loans, including in-house and independent review of larger transactions. Our policy for evaluating problem loans includes obtaining new certified real estate appraisals as needed. We continue to monitor and review frequently the overall asset quality within the loan portfolio.

 

C ontractual Obligations, Commitments, Contingent Liabilities, and Off-balance Sheet Arrangements

 

Old Line Bancshares is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily include commitments to extend credit, lines of credit and standby letters of credit. Old Line Bancshares uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These commitments do not represent unusual risks and management does not anticipate any losses that would have a material effect on Old Line Bancshares.

 

Outstanding loan commitments and lines and letters of credit at June 30, 2019 and December 31, 2018, are as follows:

 

    June 30, 2019   December 31, 2018
    (Dollars in thousands)
         
Commitments to extend credit and available credit lines:                
Commercial   $ 193,667     $ 198,969  
Real estate-undisbursed development and construction     206,696       232,680  
Consumer     76,046       77,780  
Total   $ 476,409     $ 509,429  
Standby letters of credit   $ 18,976     $ 17,513  

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Old Line Bancshares generally requires collateral to support financial instruments with credit risk on the same basis as it does for on balance sheet instruments. The collateral is based on management’s credit evaluation of the counterparty. Commitments generally have interest rates fixed at current market rates, expiration dates or other termination clauses and may require payment of a fee. Available credit lines represent the unused portion of lines of credit previously extended and available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since many of the commitments are expected to expire without being drawn upon, and since it is unlikely that all customers will draw upon their lines of credit in full at any time, the total commitment amount or line of credit amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case by case basis. We regularly reevaluate many of our commitments to extend credit. Because we conservatively underwrite these facilities at inception, we generally do not have to withdraw any commitments. We are not aware of any loss that we would incur by funding our commitments or lines of credit.

 

Commitments for real estate development and construction, which totaled $193.7 million, or 40.65% of the $476.4 million of outstanding commitments, at June 30, 2019 are generally short term and turn over rapidly with principal repayment from permanent financing arrangements upon completion of construction or from sales of the properties financed.

 

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Our exposure to credit loss in the event of non-performance by the customer is the contract amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In general, loan commitments, credit lines and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. We evaluate each customer’s creditworthiness and the collateral required on a case by case basis.

 

61

 

Reconciliation of Non-GAAP Measures

 

Below is a reconciliation of the fully tax equivalent adjustments and the U.S. GAAP basis information presented in this report:

 

Three months ended June 30, 2019

 

            Net
    Net Interest       Interest
    Income   Yield   Spread
GAAP net interest income   $ 23,468,510       3.43 %     3.02 %
Tax equivalent adjustment                        
Federal funds sold     123              
Investment securities     195,024       0.03       0.03  
Loans     213,085       0.03       0.03  
Total tax equivalent adjustment     408,232       0.06       0.06  
Tax equivalent interest yield   $ 23,876,742       3.49 %     3.08 %

   

Three months ended June 30, 2018

 

            Net
    Net Interest       Interest
    Income   Yield   Spread
GAAP net interest income   $ 23,308,233       3.74 %     3.44 %
Tax equivalent adjustment                        
Federal funds sold     80              
Investment securities     161,340       0.03       0.03  
Loans     189,591       0.03       0.03  
Total tax equivalent adjustment     351,011       0.06       0.06  
Tax equivalent interest yield   $ 23,659,244       3.80 %     3.50 %

 

Six months ended June 30, 2019

 

            Net
    Net Interest       Interest
    Income   Yield   Spread
GAAP net interest income   $ 46,779,525       3.48 %     3.08 %
Tax equivalent adjustment                        
Federal funds sold     227              
Investment securities     364,328       0.03       0.03  
Loans     412,481       0.03       0.03  
Total tax equivalent adjustment     777,036       0.06       0.06  
Tax equivalent interest yield   $ 47,556,561       3.54 %     3.14 %

 

Six months ended June 30, 2018

 

            Net
    Net Interest       Interest
    Income   Yield   Spread
GAAP net interest income   $ 40,991,008       3.72 %     3.43 %
Tax equivalent adjustment                        
Federal funds sold     116              
Investment securities     322,251       0.03       0.03  
Loans     379,628       0.03       0.03  
Total tax equivalent adjustment     701,995       0.06       0.06  
Tax equivalent interest yield   $ 41,693,003       3.78 %     3.49 %

 

62

 

Non-GAAP financial measures included in this quarterly report should be read along with these tables providing a reconciliation of non-GAAP financial measures to U.S. GAAP financial measures. The Company’s management believes that the non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company and provide meaningful comparison to its peers. Non-GAAP financial measures should not be consider as an alternative to any measure of performance or financial condition as promulgated under U.S. GAAP, and investors should consider the Company’s performance and financial condition as reported under U.S. GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under U.S. GAAP.

 

Impact of Inflation and Changing Prices

 

Management has prepared the financial statements and related data presented herein in accordance with U.S. GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 

Unlike industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, and may frequently reflect government policy initiatives or economic factors not measured by a price index. As discussed above, we strive to manage our interest sensitive assets and liabilities in order to offset the effects of rate changes and inflation.

 

Information Regarding Forward-Looking Statements

 

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may also include forward-looking statements in other statements that we make. All statements that are not descriptions of historical facts are forward-looking statements. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

 

The forward-looking statements presented herein with respect to, among other things: (a) our objectives, expectations and intentions, including (i) that, going forward, the BYBK acquisition will continue to generate increased earnings and increased returns for our stockholders, (ii) anticipated increases in certain non-interest expenses for 2019 and that net interest income will continue to increase during the remainder of 2019, (iii) the amount of potential problem loans, (iv) our belief that we have identified any problem assets and that our borrowers will continue to remain current on their loans, (v) expected losses on and our intentions with respect to our investment securities, (vi) continued earnings on bank owned life insurance, (vii) expanding fee income and generating extensions of core banking services, (viii) hiring and acquisition possibilities, (b) sources of and sufficiency of liquidity; (c) the impact of outstanding off-balance sheet commitments; (d) the adequacy of the allowance for loan losses; (e) expected loan, deposit, balance sheet and earnings growth; (f) expectations with respect to the impact of pending legal proceedings; (g) the anticipated impact of recent accounting pronouncements; (h) continuing to meet regulatory capital requirements; (i) improving earnings per share and stockholder value; (j) the expected timing of the consummation of our pending merger with WesBanco; and (k) financial and other goals and plans.

 

Old Line Bancshares bases these statements on our beliefs, assumptions and on information available to us as of the date of this filing, which involves risks and uncertainties. These risks and uncertainties include, among others: our ability to retain key personnel; our ability to successfully implement our growth and expansion strategy; risk of loan losses; that the allowance for loan losses may not be sufficient; that changes in interest rates and monetary policy could adversely affect Old Line Bancshares; that changes in regulatory requirements and/or restrictive banking legislation may adversely affect Old Line Bancshares; that the market value of our investments could negatively impact stockholders’ equity; risks associated with our lending limit; expenses associated with operating as a public company; potential conflicts of interest associated with our interest in Pointer Ridge; deterioration in general economic conditions or a return to recessionary conditions; and changes in competitive, governmental, regulatory, technological and other factors that may affect us specifically or the banking industry generally; with respect to the timing of the consummation of the pending merger with WesBanco, the ability to obtain required regulatory and stockholder approvals; and other risks otherwise discussed in this report.

 

63

 

For a more complete discussion of some of these risks and uncertainties referred to above, see “Risk Factors” in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2018, as updated as set forth in Item 1A of Old Line Bancshares’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

 

Old Line Bancshares’ actual results and the actual outcome of our expectations and strategies could differ materially from those anticipated or estimated because of these risks and uncertainties and you should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this filing, and Old Line Bancshares undertakes no obligation to update the forward-looking statements to reflect factual assumptions, circumstances or events that have changed after we have made the forward-looking statements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. Various factors, including interest rates, foreign exchange rates, commodity prices, or equity prices, may cause these changes. We are subject to market risk primarily through the effect of changes in interest rates on our portfolio of assets and liabilities. Foreign exchange rates, commodity prices, or equity prices do not pose significant market risk to us. Due to the nature of our operations, only interest rate risk is significant to our consolidated results of operations or financial position. We have no material changes in our quantitative and qualitative disclosures about market risk as of June 30, 2019 from that presented in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

Interest Rate Sensitivity Analysis and Interest Rate Risk Management

 

A principal objective of Old Line Bank’s asset/liability management policy is to minimize exposure to changes in interest rates by an ongoing review of the maturity and re-pricing of interest earning assets and interest bearing liabilities.

 

The tables below present Old Line Bank’s interest rate sensitivity at June 30, 2019 and December 31, 2018. Because certain categories of securities and loans are prepaid before their maturity date even without regard to interest rate fluctuations, we have made certain assumptions to calculate the expected maturity of securities and loans.

 

 

 

64

 

 

    Interest Sensitivity Analysis
    June 30, 2019
    Maturing or Repricing
    Within   4 - 12   1 - 5   Over    
    3 Months   Months   Years   5 Years   Total
    (Dollars in thousands)
Interest Earning Assets:                                        
Interest bearing accounts   $ 30     $     $     $     $ 30  
Time deposits in other banks           250       100             350  
Federal funds sold     781                         781  
Investment securities     500       5,493       4,581       285,395       295,969  
Loans     307,843       123,047       1,151,608       842,275       2,424,773  
Total interest earning assets     309,154       128,790       1,156,289       1,127,670       2,721,903  
Interest Bearing Liabilities:                                        
Interest-bearing transaction deposits     440,622       222,134                   662,756  
Savings accounts     69,811       69,811       69,811             209,433  
Time deposits     134,960       402,450       354,129             891,539  
Total interest-bearing deposits     645,393       694,395       423,940             1,763,728  
FHLB advances     195,000                         195,000  
Other borrowings     26,655                   38,503       65,158  
Total interest-bearing liabilities     867,048       694,395       423,940       38,503       2,023,886  
Period Gap   $ (557,894 )   $ (565,605 )   $ 732,349     $ 1,089,167     $ 698,017  
Cumulative Gap   $ (557,894 )   $ (1,123,499 )   $ (391,150 )   $ 698,017          
Cumulative Gap/Total Assets     (18.14 )%     (36.53 )%     (12.72 )%     22.70 %        

 

    Interest Sensitivity Analysis
    December 31, 2018
    Maturing or Repricing
    Within   4 - 12   1 - 5   Over    
    3 Months   Months   Years   5 Years   Total
    (Dollars in thousands)
Interest Earning Assets:                                        
Interest bearing accounts   $ 30     $     $     $     $ 30  
Time deposits in other banks                              
Federal funds sold     954                         954  
Investment securities     2,776       4,882       64,437       147,611       219,706  
Loans     364,674       103,417       1,064,479       881,042       2,413,612  
Total interest earning assets     368,434       108,299       1,128,916       1,028,653       2,634,302  
Interest Bearing Liabilities:                                        
Interest-bearing transaction deposits     436,132       220,929                   657,061  
Savings accounts     71,558       71,558       71,558             214,674  
Time deposits     136,838       343,596       384,820             865,254  
Total interest-bearing deposits     644,528       636,083       456,378             1,736,989  
FHLB advances     190,000                         190,000  
Other borrowings     38,185                   38,371       76,556  
Total interest-bearing liabilities     872,713       636,083       456,378       38,371       2,003,545  
Period Gap   $ (504,279 )   $ (527,784 )   $ 672,538     $ 990,282     $ 630,757  
Cumulative Gap   $ (504,279 )   $ (1,032,063 )   $ (359,525 )   $ 630,757          
Cumulative Gap/Total Assets     (17.09 )%     (34.99 )%     (12.19 )%     21.38 %        

 

Item 4. Controls and Procedures

 

As of the end of the period covered by this quarterly report on Form 10-Q, Old Line Bancshares’ Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of Old Line Bancshares’ disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, Old Line Bancshares’ Chief Executive Officer and Chief Financial Officer concluded that Old Line Bancshares’ disclosure controls and procedures are effective as of June 30, 2019. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by Old Line Bancshares in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

65

 

In addition, there were no changes in Old Line Bancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, Old Line Bancshares’ internal control over financial reporting.

 

PART II-OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may be involved in litigation relating to claims arising out of our normal course of business. Currently, we are not involved in any legal proceedings the outcome of which, in management’s opinion, would be material to our financial condition or results of operations.

 

Item 1A. Risk Factors

 

There have been no material changes in the risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, as updated as set forth in Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

As reflected in the following table there we repurchased 52,423 shares of our common stock during the quarter ended June 30, 2019:

 

Shares Purchased during the period:     Total number of
shares repurchased
      Average Price
paid per share
      Total number of
share purchased as
part of publicly
announced program(1)
      Maximum number of
shares that may yet be
purchased under the
program (1)
 
                 
April 1 -April 30, 2019     11,922       25.00       21,966       819,640  
May 1 -May 31, 2019     13,450       24.90       35,446       806,190  
June 1 -June 30, 2019     27,051       24.72       62,497       779,139  
Total     52,423       24.90                  

 

 

 

(1) On November 28, 2018, Old Line Bancshares’ board of directors approved the repurchase of up to 850,000 shares of our outstanding common stock. This repurchase approval replaces the previous authorization for Old Line Bancshares to repurchase up to 500,000 shares of its common stock, approved in February 2015, pursuant to which there were 160,763 shares remaining available to be repurchased, which prior authorization was terminated upon approval of the new repurchase authorization. As of June 30, 2019, 70,861 shares had been repurchased under the current authorization at an average price of $24.90 per share or a total cost of approximately $1.8 million.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

None

 

66

 

Item 6. Exhibits

 

31.1 Rule 13a-14(a) Certification of Chief Executive Officer
   
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
   
32 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
   
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.

 

 

 

 

 

 

67

 

SIGNATURES

 

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 thereunto duly authorized.

 

     
  Old Line Bancshares, Inc.
     
     
Date: August 9, 2019 By: /s/ James W. Cornelsen
    James W. Cornelsen,
President and Chief Executive Officer
    (Principal Executive Officer)
     
     
Date: August 9, 2019 By: /s/ Elise M. Adams
   

Elise M. Adams
Executive Vice President and Chief Financial Officer

(Principal Accounting and Financial Officer)

 

 

 

 

68

 

Exhibit 31.1

 

I, James W. Cornelsen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Old Line Bancshares, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: August 9, 2019   By: /s/ James W. Cornelsen                                         
    Name: James W. Cornelsen
    Title: President and Chief Executive Officer

 

 

Exhibit 31.2

 

I, Elise M. Adams, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Old Line Bancshares, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: August 9, 2019     By: /s/ Elise M. Adams                                                                     
      Name: Elise M Adams
      Title: Executive Vice President and Chief Financial Officer

 

 

Exhibit 32

 

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANESOXLEY ACT OF 2002

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, the undersigned officers of Old Line Bancshares, Inc. (the “Company”) each certifies to the best of his or her knowledge that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ James W. Cornelsen  
James W. Cornelsen  
President and Chief Executive Officer  
August 9, 2019  
     
By: /s/ Elise M. Adams  
Elise M. Adams  
Executive Vice President and Chief Financial Officer  
August 9, 2019  

 

This certification is made solely for the purpose of 18 U.S.C. Section 1350, and is not being filed as part of the Form 10-Q or as a separate disclosure document, and may not be disclosed, distributed or used by any person for any reason other than as specifically required by law.