Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS OF OLD LINE BANCSHARES, INC. AND WSB HOLDINGS, INC.
The following unaudited pro forma combined balance sheets at March 31, 2013 and unaudited pro forma condensed combined statements of income for the three months ended March 31, 2013 and twelve months ended December 31, 2012, illustrate the effect of the merger of WSB Holdings, Inc. with and into Old Line Bancshares, Inc. (“Old Line Bancshares”). We have based the unaudited pro forma condensed combined financial statements on the unaudited balance sheets at March 31, 2013 and the unaudited consolidated statements of income for the three months ended March 31, 2013 and the audited statements of income for the twelve months ended December 31, 2012 of WSB Holdings, Inc. and Old Line Bancshares.
As required by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-Business Combinations, we have used the acquisition method of accounting and adjusted the acquired assets and liabilities of WSB Holdings, Inc. to fair value as of the balance sheet date. Under this method, we will record WSB Holdings, Inc’s assets and liabilities as of May 10, 2013, the date of the acquisition, at their respective fair values and add them to those of Old Line Bancshares. We will record in goodwill any difference between the purchase price for WSB Holdings, Inc. and the fair value of the identifiable net assets acquired (including core deposit intangibles); however, these are subject to change for a one-year period if material information which existed at the acquisition date previously unknown becomes known. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed consolidated financial information. We will not expense the amortization of the goodwill that results from the acquisition, if any, but will review it for impairment at least annually. To the extent there is an impairment of the goodwill, we will expense the impairment. We will amortize to expense core deposit and other intangibles with definite useful lives that we record in conjunction with the merger. Financial statements that Old Line Bancshares issues after the acquisition will reflect the results attributable to the acquired operations of WSB Holdings, Inc. beginning on May 10, 2013, the date of completion of the acquisition.
In connection with the acquisition, Old Line Bancshares is currently working to consolidate the operations of WSB Holdings, Inc. We continue to assess the two companies’ personnel, benefit plans, premises, equipment, computer systems and service contracts to determine where we may take advantage of redundancies. We will record any additional cost associated with such decisions as incurred and have not included them in the pro forma adjustments to the pro forma consolidated statements of income. We have not included these savings in the pro forma consolidated statements of income and there are no assurances that we will realize these reductions.
We have provided the unaudited pro forma information for information purposes only. The pro forma financial information presented is not necessarily indicative of the actual results that we would have achieved had we consummated the merger on the dates or at the beginning of the periods presented, and it is not necessarily indicative of future results. You should read the unaudited pro forma financial information in conjunction with notes thereto and the audited consolidated financial statements and the notes thereto of Old Line Bancshares and WSB Holdings, Inc. Actual results may be materially different than the pro forma data presented.
We have made certain reclassification adjustments to the pro forma financial statements to conform to Old Line Bancshares’ financial statement presentation.
Old Line Bancshares, Inc.
Consolidated Proforma Balance Sheets with WSB Holdings, Inc.
(Unaudited)
|
| Old Line |
| WSB |
| Proforma |
| Proforma |
| ||||
|
| Bancshares |
| Holdings, Inc |
| Adjustments |
| Combined |
| ||||
|
| March 31, 2013 |
| March 31, 2013 |
| March 31, 2013 |
| March 31, 2013 |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Cash and due from banks |
| $ | 37,651,112 |
| $ | 3,319,231 |
| $ | (16,966,208 | )(1) | $ | 24,004,135 |
|
Interest bearing accounts |
| 30,291 |
| 50,551 |
| — |
| 80,842 |
| ||||
Federal funds sold |
| 331,153 |
| 30,685,753 |
| — |
| 31,016,906 |
| ||||
Total cash and cash equivalents |
| 38,012,556 |
| 34,055,535 |
| (16,966,208 | ) | 55,101,883 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Investment securities available for sale |
| 154,081,188 |
| 58,936,591 |
| — | (4) | 213,017,779 |
| ||||
Mortgage-backed securities available for sale |
| — |
| 21,762,495 |
| — |
| 21,762,495 |
| ||||
Loans, net of deferred fees and costs |
| 615,903,541 |
| 184,774,366 |
| (14,160,696 | )(5) | 786,517,211 |
| ||||
Allowance for loan losses |
| (4,052,947 | ) | (2,795,109 | ) | 2,767,274 | (5) | (4,080,782 | ) | ||||
Equity securities at cost |
| 3,174,220 |
| — |
| — |
| 3,174,220 |
| ||||
Premises and equipment |
| 24,912,937 |
| 4,741,270 |
| 5,673,151 | (10) | 35,327,358 |
| ||||
Accrued interest receivable |
| 2,511,753 |
| 1,139,411 |
| — |
| 3,651,164 |
| ||||
Deferred income taxes |
| 8,015,351 |
| 6,852,658 |
| 3,968,642 | (4)(9) | 18,836,651 |
| ||||
Bank owned life insurance |
| 16,977,347 |
| 12,936,837 |
| — |
| 29,914,184 |
| ||||
Other real estate owned |
| 2,726,910 |
| 5,062,065 |
| (1,001,786 | )(6) | 6,787,189 |
| ||||
Goodwill |
| 633,790 |
| — |
| 6,213,634 | (1) | 6,847,424 |
| ||||
Core deposit intangible |
| 3,513,889 |
| — |
| 2,434,723 | (3) | 5,948,612 |
| ||||
Other assets |
| 2,575,612 |
| 4,500,223 |
| (567,850 | )(11) | 6,507,985 |
| ||||
Total assets |
| $ | 868,986,147 |
| $ | 331,966,342 |
| $ | (11,639,116 | ) | $ | 1,189,313,373 |
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
| ||||
Deposits |
|
|
|
|
|
|
|
|
| ||||
Non-interest bearing |
| $ | 188,172,189 |
| $ | 6,014,995 |
| $ | — |
| $ | 194,187,184 |
|
Interest bearing |
| 560,330,114 |
| 212,583,521 |
| 955,452 | (7) | 773,869,087 |
| ||||
Total deposits |
| 748,502,303 |
| 218,598,516 |
| 955,452 |
| 968,056,271 |
| ||||
Short term borrowings |
| 31,510,107 |
| — |
| — |
| 31,510,107 |
| ||||
Long term borrowings |
| 6,166,788 |
| 56,000,000 |
| 4,250,568 | (8) | 66,417,356 |
| ||||
Accrued interest payable |
| 279,907 |
| 8,399 |
| — |
| 288,306 |
| ||||
Deferred compensation and supplemental benefits |
| 4,690,584 |
| — |
| — |
| 4,690,584 |
| ||||
Other liabilities |
| 2,749,707 |
| 2,206,387 |
| — |
| 4,956,094 |
| ||||
Total liabilities |
| 793,899,396 |
| 276,813,302 |
| 5,206,020 |
| 1,075,918,718 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Stockholders’ equity |
|
|
|
|
|
|
|
|
| ||||
Common stock |
| 68,538 |
| 802 |
| 27,293 | (1)(2) | 96,633 |
| ||||
Additional paid-in capital |
| 53,875,593 |
| 11,206,794 |
| 26,573,926 | (1)(2) | 91,656,313 |
| ||||
Retained earnings |
| 19,543,682 |
| 43,197,810 |
| (42,309,411 | )(1)(2) | 20,432,081 |
| ||||
Accumulated other comprehensive income (loss) |
| 1,220,486 |
| 747,634 |
| (1,136,944 | )(4) | 831,176 |
| ||||
Total stockholders’ equity |
| 74,708,299 |
| 55,153,040 |
| (16,845,136 | ) | 113,016,203 |
| ||||
Non-controlling interest |
| 378,452 |
| — |
| — |
| 378,452 |
| ||||
Total stockholders’ equity |
| 75,086,751 |
| 55,153,040 |
| (16,845,136 | ) | 113,394,655 |
| ||||
Total liabilities and stockholders’ equity |
| $ | 868,986,147 |
| $ | 331,966,342 |
| $ | (11,639,116 | ) | $ | 1,189,313,373 |
|
The accompanying notes are an integral part of these consolidated financial statements
Old Line Bancshares, Inc.
Consolidated Proforma Statement of Income with WSB Holdings, Inc.
(Unaudited)
|
| Old Line |
| WSB Holdings, |
| Proforma |
| Proforma Combined |
| ||||
|
| March 31, 2013 |
| March 31, 2013 |
| March 31, 2013 |
| March 31, 2013 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest revenue |
|
|
|
|
|
|
|
|
| ||||
Loans, including fees |
| $ | 7,831,823 |
| $ | 2,532,813 |
| $ | 52,750 | (5) | $ | 10,311,886 |
|
U.S. Treasury securities |
| 1,754 |
| — |
| — |
| $ | 1,754 |
| |||
U.S. government agency securities |
| 82,430 |
| 235,362 |
| — | (4) | $ | 317,792 |
| |||
Mortgage backed securities |
| 388,256 |
| 157,291 |
| — |
| $ | 545,547 |
| |||
Municipal securities |
| 469,668 |
| — |
| — |
| $ | 469,668 |
| |||
Federal funds sold |
| 601 |
| — |
| — |
| $ | 601 |
| |||
Other |
| 42,544 |
| — |
| — |
| $ | 42,544 |
| |||
Total interest revenue |
| 8,817,076 |
| 2,925,466 |
| 52,750 |
| 11,689,792 |
| ||||
Interest expense |
|
|
|
|
|
|
|
|
| ||||
Deposits |
| 857,139 |
| 399,802 |
| 73,450 | (3) | 1,183,491 |
| ||||
Borrowed funds |
| 112,487 |
| 461,219 |
| — |
| 573,706 |
| ||||
Total interest expense |
| 969,626 |
| 861,021 |
| 73,450 |
| 1,757,197 |
| ||||
Net interest income |
| 7,847,450 |
| 2,064,445 |
| (20,700 | ) | 9,932,595 |
| ||||
Provision for loan losses |
| 200,000 |
| — |
| — |
| — |
| ||||
Net interest income after provision for loan losses |
| 7,647,450 |
| 2,064,445 |
| (20,700 | ) | 9,932,595 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-interest revenue |
|
|
|
|
|
|
|
|
| ||||
Loan related fees |
| — |
| 119,936 |
| — |
| 119,936 |
| ||||
Gain on sale of loans |
| — |
| 366,942 |
| — |
| 366,942 |
| ||||
Service charges on deposit accounts |
| 300,741 |
| 35,632 |
| — |
| 336,373 |
| ||||
Gains on sales of investment securities |
| 631,429 |
| — |
| — |
| 631,429 |
| ||||
(Loss) gain on sale of other real estate owned |
| (200,454 | ) | 55,631 |
| — |
| (144,823 | ) | ||||
Earnings on bank owned life insurance |
| 133,228 |
| 112,069 |
| — |
| 245,297 |
| ||||
Gain (loss) on disposal of assets |
| (85,561 | ) | — |
| — |
| (85,561 | ) | ||||
Rental income |
| — |
| 180,892 |
| — |
| 180,892 |
| ||||
Other fees and commissions |
| 247,683 |
| 72,215 |
| — |
| 319,898 |
| ||||
Total non-interest revenue |
| 1,027,066 |
| 943,317 |
| — |
| 1,970,383 |
| ||||
Non-interest expense |
|
|
|
|
|
|
|
|
| ||||
Salaries and benefits |
| 3,232,677 |
| 1,715,002 |
| — |
| 4,947,679 |
| ||||
Occupancy & equipment |
| 1,068,867 |
| 171,950 |
| (35,750) | (10) | 1,276,567 |
| ||||
Data processing |
| 239,057 |
| 140,093 |
| — |
| 379,150 |
| ||||
FDIC insurance and State of Maryland assessments |
| 155,243 |
| 151,457 |
| — |
| 306,700 |
| ||||
Merger and integration expenses |
| 240,485 |
| 74,108 |
| — |
| 314,593 |
| ||||
Core deposit premium |
| 177,582 |
| — |
| (128,625) | (7) | 306,207 |
| ||||
Other operating |
| 1,765,530 |
| 923,600 |
| — |
| 2,689,130 |
| ||||
Total non-interest expense |
| 6,879,441 |
| 3,176,210 |
| (164,375 | ) | 10,220,026 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) before income taxes |
| 1,795,075 |
| (168,448 | ) | 143,675 |
| 1,482,952 |
| ||||
Income taxes (benefit) |
| 521,722 |
| (110,100 | ) | 56,665 | (9) | 354,957 |
| ||||
Net income (loss) |
| 1,273,353 |
| (58,348 | ) | 87,010 |
| 1,127,995 |
| ||||
Less: Net (loss) attributable to the non-controlling interest |
| (13,095 | ) | — |
| — |
| (13,095 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) attributable to Old Line Bancshares, Inc. |
| $ | 1,286,448 |
| $ | (58,348 | ) | $ | 87,010 |
| $ | 1,114,900 |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per common share |
| $ | 0.19 |
| $ | (0.01 | ) | — |
| $ | 0.11 |
| |
Diluted earnings (loss) per common share |
| $ | 0.19 |
| $ | (0.01 | ) | — |
| $ | 0.11 |
| |
Dividend per common share |
| $ | 0.04 |
| $ | (0.00 | ) | — |
| $ | 0.04 |
|
The accompanying notes are an integral part of these consolidated financial statements
Old Line Bancshares, Inc.
Consolidated Proforma Statement of Income with WSB Holdings, Inc.
(Unaudited)
|
| Old Line |
|
|
| Proforma |
| Proforma |
| ||||
|
| Bancshares |
| WSB Holdings, Inc |
| Adjustments |
| Combined |
| ||||
|
| December 31, 2012 |
| December 31, 2012 |
| December 31, 2012 |
| December 31, 2012 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest revenue |
|
|
|
|
|
|
|
|
| ||||
Loans, including fees |
| $ | 33,808,739 |
| $ | 11,496,188 |
| $ | 211,000 | (5) | $ | 45,093,927 |
|
U.S. Treasury securities |
| 9,646 |
| — |
| — |
| 9,646 |
| ||||
U.S. government agency securities |
| 362,323 |
| 1,202,848 |
| — | (4) | 1,565,171 |
| ||||
Mortgage backed securities |
| 2,243,209 |
| 2,793,416 |
| — |
| 5,036,625 |
| ||||
Municipal securities |
| 1,592,370 |
| — |
| — |
| 1,592,370 |
| ||||
Federal funds sold |
| 6,026 |
| — |
| — |
| 6,026 |
| ||||
Other |
| 199,810 |
| — |
| — |
| 199,810 |
| ||||
Total interest revenue |
| 38,222,123 |
| 15,492,452 |
| 211,000 |
| 53,503,575 |
| ||||
Interest expense |
|
|
|
|
|
|
|
|
| ||||
Deposits |
| 4,235,107 |
| 2,634,980 |
| 293,800 | (3) | 6,576,287 |
| ||||
Borrowed funds |
| 822,518 |
| 2,025,970 |
| — |
| 2,848,488 |
| ||||
Total interest expense |
| 5,057,625 |
| 4,660,950 |
| 293,800 |
| 9,424,775 |
| ||||
Net interest income |
| 33,164,498 |
| 10,831,502 |
| (82,800 | ) | 44,078,800 |
| ||||
Provision for loan losses |
| 1,525,000 |
| — |
| — |
| 1,525,000 |
| ||||
Net interest income after provision for loan losses |
| 31,639,498 |
| 10,831,502 |
| (82,800 | ) | 45,603,800 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Non-interest revenue |
|
|
|
|
|
|
|
|
| ||||
Loan related fees |
| — |
| 524,759 |
| — |
| 524,759 |
| ||||
Gain on sale of loans |
| — |
| 1,739,016 |
| — |
| 1,739,016 |
| ||||
Service charges on deposit accounts |
| 1,281,187 |
| 138,337 |
| — |
| 1,419,524 |
| ||||
Gains on sales of mortgage-backed securities |
| — |
| 189,264 |
| — |
| 189,264 |
| ||||
Gains on sales of investment securities |
| 1,156,781 |
| 445,727 |
| — |
| 1,602,508 |
| ||||
Gain on sale of other real estate owned |
| 110,704 |
| 191,229 |
| — |
| 301,933 |
| ||||
Earnings on bank owned life insurance |
| 548,454 |
| 455,794 |
| — |
| 1,004,248 |
| ||||
Gain (loss) on disposal of assets |
| 7,430 |
| (9,198 | ) | — |
| (1,768 | ) | ||||
Rental income |
| — |
| 645,294 |
| — |
| 645,294 |
| ||||
Other fees and commissions |
| 714,258 |
| 219,998 |
| — |
| 934,256 |
| ||||
Total non-interest revenue |
| 3,818,814 |
| 4,540,220 |
| — |
| 8,359,034 |
| ||||
Non-interest expense |
|
|
|
|
|
|
|
|
| ||||
Salaries and benefits |
| 12,038,509 |
| 7,226,635 |
| — |
| 19,265,144 |
| ||||
Occupancy & equipment |
| 3,687,419 |
| 703,351 |
| (143,000) | (10) | 4,533,770 |
| ||||
Pension plan termination |
| 700,884 |
| — |
| — |
| 700,884 |
| ||||
Data processing |
| 869,984 |
| 551,116 |
| — |
| 1,421,100 |
| ||||
FDIC insurance and State of Maryland assessments |
| 600,875 |
| 632,418 |
| — |
| 1,233,293 |
| ||||
Merger and integration expenses |
| 470,999 |
| 131,181 |
| — |
| 602,180 |
| ||||
Core deposit premium |
| 727,421 |
| — |
| (514,500) | (7) | 1,241,921 |
| ||||
Other operating |
| 6,176,436 |
| 4,672,600 |
| — |
| 10,849,036 |
| ||||
Total non-interest expense |
| 25,272,527 |
| 13,917,301 |
| (657,500 | ) | 39,847,328 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Income before income taxes |
| 10,185,785 |
| 1,454,421 |
| 574,700 |
| 11,065,506 |
| ||||
Income taxes (benefit) |
| 2,720,446 |
| 428,829 |
| 226,662 | (9) | 2,922,613 |
| ||||
Net income |
| 7,465,339 |
| 1,025,592 |
| 348,038 |
| 8,142,893 |
| ||||
Less: Net loss attributable to the non-controlling interest |
| (65,125 | ) | — |
| — |
| (65,125 | ) | ||||
Net income attributable to Old Line Bancshares, Inc. |
| $ | 7,530,464 |
| $ | 1,025,592 |
| $ | 348,038 |
| $ | 8,077,768 |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic earnings (loss) per common share |
| $ | 1.10 |
| $ | 0.13 |
| — |
| $ | 0.83 |
| |
Diluted earnings (loss) per common share |
| $ | 1.09 |
| $ | 0.13 |
| — |
| $ | 0.82 |
| |
Dividend per common share |
| $ | 0.16 |
| $ | 0.00 |
| — |
| $ | 0.16 |
|
The accompanying notes are an integral part of these consolidated financial statements
NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME
1. Old Line Bancshares issued shares of its stock to stockholders of WSB Holdings, Inc. to effect the acquisition. The exchange ratio was based on a pricing mechanism that adjusted based on the closing price as defined in the merger agreement. The unaudited pro forma combined financial information assumes that Old Line Bank exchanged each share of WSB Holdings, Inc. stock for .557 shares of Old Line Bank common stock and repurchased all fractional shares that resulted from the share exchange.
WSB Holdings, Inc. stockholders own approximately 29.79% of the voting stock of the combined company after the acquisition. The shares of Old Line Bancshares’ common stock illustrated in this pro forma were recorded at $12.98 per share, the closing price of Old Line Bancshares on the effective date of the merger. The pro forma financial statements include payment to WSB Holdings, Inc. stockholders who elected to receive cash consideration for a total cash payment of $17 million.
Old Line Bancshares will determine the final allocation of the purchase price after we have completed additional analysis to determine the fair values of WSB Holdings, Inc. tangible and identifiable intangible assets and liabilities as of the date of the acquisition. Changes in the fair value of the net assets of WSB Holdings, Inc. as of the date of the acquisition will likely change the amount of the purchase price allocable to goodwill. The further refinement of transaction costs and fair valuations will likely change the amount of goodwill recorded. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. Old Line Bancshares has prepared the pro forma financial information to include the estimated adjustments necessary to record the assets and liabilities of WSB Holdings, Inc. at their respective fair values and represents management’s best estimate based upon the information available at this time. The pro forma adjustments included herein are subject to change as additional information becomes available and as we perform additional analyses. The final acquisition accounting adjustments may be materially different from the pro forma adjustment presented herein. Increases or decreases in the fair value of certain balance sheet amounts including loans, securities, deposits and related intangibles and debt will result in adjustments to the balance sheet and statement of operations. Such adjustments, when compared to the information shown in this document, may change the amount of the purchase price allocated to goodwill while changes to other assets and liabilities may impact the statement of income due to adjustments in the yield and/or amortization/accretion of the adjusted assets and liabilities. The unaudited pro forma combined financial information presented herein does not necessarily provide an indication of the combined results of operations or the combined financial position, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.
The total purchase price for the purpose of this pro forma financial information is $54.7 million. The following table provides the calculation and allocation of the purchase price used in the pro forma financial statements and a reconcilement of pro forma shares outstanding after adjustment for the WSB Holdings, Inc. stockholders who elected to receive cash consideration for a total cash payment of $17 million and the redemption of fractional shares.
Summary of Purchase Price Calculation and Goodwill Resutling from Merger
And Reconciliation of Pro Forma Shares Outstanding at March 31, 2013
($ in thousands except share and per share data)
|
|
|
| March 31, 2013 |
| ||
Purchase Price Consideration-Common Stock |
|
|
|
|
| ||
WSB Holdings shares outstanding exchanged for stock |
| 5,223,633 |
|
|
| ||
Exchange ratio |
| 0.557 |
|
|
| ||
Old Line Bancshares shares issued to WSB Holdings stockholders |
| 2,909,486 |
|
|
| ||
Purchase price per WSB Holdings common share |
| $ | 6.0743 |
|
|
| |
Cash consideration |
| $ | 16,966 |
|
|
| |
Purchase price assigned to shares exchanged for stock |
| $ | 37,765 |
|
|
| |
Total purchase price |
|
|
| $ | 54,731 |
| |
WSB Holdings stockholders’ equity, excluding accumulated other comprehensive income |
| $ | 54,610 |
|
|
| |
|
|
|
|
|
| ||
Estimated adjustments to reflect assets acquired at fair value: |
|
|
|
|
| ||
Loans |
| (14,532 | ) |
|
| ||
Allowance for loan losses |
| 2,767 |
|
|
| ||
Deferred loan fees |
| 372 |
|
|
| ||
Premises and equipment |
| 5,673 |
|
|
| ||
Deferred income taxes |
| 3,969 |
|
|
| ||
Other real estate owned |
| (1,002 | ) |
|
| ||
Other intangible assets (Core deposit premium) |
| 2,435 |
|
|
| ||
Other assets |
| (568 | ) |
|
| ||
|
|
|
|
|
| ||
Estimated adjustments to reflect liabilities acquired at fair value: |
|
|
|
|
| ||
Interest bearing deposits |
| (955 | ) |
|
| ||
Long term borrowings |
| (4,251 | ) |
|
| ||
|
|
|
| 48,518 |
| ||
Goodwill resulting from merger |
|
|
| $ | 6,213 |
| |
|
|
|
|
|
| ||
Reconcilement of Pro Forma Shares Outstanding |
|
|
|
|
| ||
WSB Holdings shares outstanding |
|
|
| 8,016,607 |
| ||
Less cash consideration & fractional |
|
|
| (2,792,974 | ) | ||
WSB Holdings shares converted |
|
|
| 5,223,633 |
| ||
Exchange ratio |
|
|
| 0.557 |
| ||
Old Line Bancshares shares issued to WSB Holdings stockholders |
|
|
| 2,909,486 |
| ||
Old Line Bancshares shares outstanding |
|
|
| 6,857,914 |
| ||
Pro forma Old Line Bancshares shares outstanding |
|
|
| 9,767,400 |
| ||
Pro forma % ownership by WSB Holdings |
|
|
| 29.79 | % | ||
Pro forma % ownership by legacy Old Line Bancshares |
|
|
| 70.21 | % |
2. Adjustment to reflect the issuance of common shares of Old Line Bancshares common stock with a $0.01 par value in connection with the merger and the adjustments to stockholders’ equity for the reclassification of WSB Holdings, Inc’s historical equity accounts (common stock, accumulated other comprehensive income and retained earnings) into additional paid-in capital.
3. Adjustment of $2.4 million to core deposit intangible to reflect the fair value of this asset and the related amortization adjustment based upon an expected life of 10 years and using a sum of the years digit method. We expect the amortization of the core deposit intangible to increase pro forma before tax non-interest expense by $294 thousand in the first year following consummation.
4. Since all investments were recorded as available for sale, we have reclassified the valuation allowance in accumulated other comprehensive income and the deferred tax asset to eliminate the valuation allowance. There is no impact on the income statement during the first year.
5. Adjustments to reflect the fair value of loans include:
· An adjustment of $2.8 million to reflect the removal of the allowance for loan losses in connection with applying acquisition accounting under ASC 805. We will apply this adjustment to loans accounted for within the scope of ASC 310-30 (ASC 310-30 occurs as a result of the accounting for the differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans, including those acquired in a business combination, if those differences are attributable, at least in part, to credit quality considerations). Old Line Bank’s management and independent loan review personnel determined this amount based on a review of WSB Holdings, Inc’s loans. This review considered payment history, relevant collateral values, debt service coverage ratios and other factors. There is no estimated accretion for this credit quality adjustment in the pro forma statement of income.
· An additional adjustment of $12.7 million for loans accounted for within the scope of ASC 310-30 as outlined above. There is no estimated accretion for this credit quality adjustment in the pro forma statement of income.
· Adjustment of $3.3 million to increase the fair values of performing loans based on current interest rates of similar loans. We will recognize this adjustment using the level yield amortization method based upon the expected life of the loans. We expect this adjustment will decrease pro forma before tax interest income by approximately $330 thousand in the first year following consummation.
· An adjustment of $2.6 million to decrease the fair value of nonperforming loans accounted for within the scope of ASC310-30 which will result in a future accretion associated with this amount. An additional adjustment of $2.5 million is recorded for estimated future credit losses on the performing loans. To determine the fair value of the loans within the scope of ASC 310-20, Old Line Bank’s management and independent loan review personnel evaluated WSB Holdings, Inc’s loan portfolio and considered the risk characteristics within various pools of loans within the remaining loan portfolio. This review included payment history, concentrations, quality of underwriting and economic weaknesses. We will recognize this credit quality adjustment using a level yield analysis. We anticipate this adjustment will increase pro forma before tax interest income by approximately $541 thousand.
· An adjustment of $371,700 to eliminate the deferred fees associated with acquired loans. There is no related adjustment in the pro forma statement of income.
The following table reconciles the total loan adjustments:
Fair Value time and interest rate |
| $ | 3,258,731 |
|
ASC 310-30 (Allowance) |
| 2,767,274 |
| |
ASC 310-30 |
| (12,672,309 | ) | |
ASC 310-30 |
| (2,474,655 | ) | |
ASC 310-20 |
| (2,644,163 | ) | |
Deferred fees |
| 371,700 |
| |
Total Loan Adjustments |
| $ | (11,393,422 | ) |
6. An adjustment of $1.0 million to reflect the fair value of other real estate owned, based on Old Line Bank’s management detailed analysis of these assets that included site visits where possible, current third party appraisals and current tax assessed values. There is no estimated income for this adjustment in the pro forma statement of income.
7. Adjustment of $955,452 to reflect the fair values of interest bearing time deposit liabilities based on current interest rates for similar instruments. We will recognize this adjustment using a level yield amortization method based upon the maturities of the deposit liabilities. We expect this adjustment will decrease pro forma before tax interest expense by $514,600 the first year following consummation.
8. Adjustment of $4.3 million to reflect the fair value of long term borrowings held by WSB Holdings, Inc. We have repaid this debt at or near the acquisition date and there is no estimated expense for this adjustment in the pro forma statement of income.
9. Adjustment to reflect the net deferred tax at a rate of 39.445% related to fair value adjustments on the balance sheet and a statutory tax rate of 39.445% for book tax expense. We have not taken a tax benefit for certain merger obligations and cost that we do not consider tax deductible.
10. Adjustment of $5.7 million to reflect the increase in fair value for premises and equipment. We have estimated the amortization of the fair value adjustment over a 40 year period. We expect this adjustment to increase pro forma occupancy and equipment expense by $143 thousand in the first year of consummation.
11. Adjustment to other assets of $568,000 to eliminate WSB deferred assets. There is no pro forma statement of income adjustment for this item.
12. We determine basic earnings per common share by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding.
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.
For pro forma basic and diluted earnings per common share we have assumed that the shares issued at acquisition are outstanding for the entire nine month or twelve month period, respectively.
|
| March 31, 2013 |
| December 31, 2012 |
|
Weighted average number of shares Old Line Bancshares |
| 6,848,505 |
| 6,828,512 |
|
Shares issued to WSB stockholders |
| 2,909,486 |
| 2,909,486 |
|
Subtotal average number of common shares |
| 9,757,991 |
| 9,737,998 |
|
Dilutive average number of shares |
| 102,244 |
| 65,133 |
|
Total average common shares including dilutive shares |
| 9,860,235 |
| 9,803,131 |
|
13. In conjunction with the merger we expect to incur approximately $3.0 million in expenses associated with conversion of data processing systems, severance, legal, accounting and consulting fees. To date, we had incurred approximately $2.8 million in expenses associated with the merger. We will expense these merger expenses as incurred and have not included them in the pro forma income statement or balance sheet.