Old Line Bancshares (OLBK) 8-K Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):May 14, 2018

Old Line Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-50345	20-0154352
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

                                                       N/A                                                         

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]       Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e- 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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.☐

Item 7.01 Regulation FD Disclosure

Set forth below is certain financial information relating to Bay Bancorp, Inc.’s financial results for the three-month periods ended March 31, 2018, March 31, 2017 and December 31, 2017. Bay Bancorp, Inc. the parent company of Bay Bank, FSB, merged with and into Old Line Bancshares, Inc. on April 13, 2018.

As discussed in Bay Bancorp, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities Exchange Commission on March 28, 2018, Bay Bancorp, Inc.’s results of operations were primarily determined by the difference between interest income earned on its interest-earning assets, primarily interest and fee income on loans, and interest paid on its interest-bearing liabilities, including deposits and borrowings.

The following tables present Bay Bancorp, Inc.’s consolidated financial statements as of and for the periods ended March 31, 2018, March 31, 2017 and December 31, 2017.

OLD LINE BANK -BAY BANCORP, INC. AND SUBSIDIARY

BALANCE SHEET

	March 31, 2018			March 31, 2017			December 31, 2017
	(unaudited)			(unaudited)
ASSETS
Cash and due from banks	$	5,743,130		$	5,981,700		$	9,316,482
Interest bearing deposits with banks and federal funds sold		19,399,765			36,822,634			22,249,796
Total cash and cash equivalents		25,142,895			42,804,334			31,566,278
Investment securities available for sale, at fair value		53,165,939			64,455,088			55,814,216
Investment securities held to maturity, at amortized cost		1,051,172			1,137,200			1,073,107
Restricted equity securities, at cost		1,986,900			2,322,295			1,302,295
Loans held for sale		(682	)		848,975			1,097,160
Loans, net of deferred fees and costs		549,795,955			495,236,254			542,250,292
Allowance for loan losses		(4,390,882	)		(3,159,769	)		(4,156,425	)
Loans, net		545,405,073			492,076,485			538,093,867
Real estate acquired through foreclosure		1,041,079			564,678			991,615
Premises and equipment, net		3,182,327			3,835,945			3,306,025
Bank owned life insurance		16,319,198			15,844,759			16,205,352
Core deposit intangibles		2,067,197			2,794,844			2,241,127
Deferred tax assets, net		2,081,388			2,890,703			1,806,352
Accrued interest receivable		2,163,473			1,921,253			2,176,359
Accrued taxes receivable		2,007,484			660,993			2,469,620
Prepaid expenses		611,248			972,721			604,381
Other assets		215,102			220,864			225,170
Total assets	$	656,439,793		$	633,351,137		$	658,972,924
LIABILITIES
Noninterest-bearing deposits	$	128,241,325		$	112,411,693		$	134,617,261
Deposits interest bearing		419,019,509			413,390,788			438,137,299
Total deposits		547,260,834			525,802,481			572,754,560
Short-term borrowings		32,800,000			34,000,000			10,000,000
Defined benefit pension liability		639,756			964,334			612,112
Accrued expenses and other liabilities		2,938,490			5,302,656			3,730,123
Total liabilities		583,639,080			566,069,471			587,096,795
STOCKHOLDERS' EQUITY
Common stock		10,703,181			10,543,862			10,667,227
Additional paid-in capital		41,852,652			41,187,024			41,692,751
Retained earnings		20,565,404			15,383,778			19,180,657
Accumulated other comprehensive income		(320,524	)		167,002			335,494
Total stockholders' equity		72,800,713			67,281,666			71,876,129
Total liabilities and equity	$	656,439,793		$	633,351,137		$	658,972,924

OLD LINE BANK -BAY BANCORP, INC. AND SUBSIDIARY	Three Months Ended
INCOME STATEMENT	March 31, 2018		March 31, 2017		December 31, 2017
	(unaudited)		(unaudited)		(unaudited)
Interest income
Interest and fees on loans	$	6,896,027	$	5,920,144	$	6,907,484
Interest on loans held for sale		4,864		6,882		11,003
Interest and dividends on securities		360,615		350,885		373,084
Interest on deposits with banks and federal funds sold		88,556		77,675		101,566
Total interest income		7,350,062		6,355,586		7,393,137
Interest expense
Interest on deposits		526,677		455,850		576,999
Interest on federal funds purchased		-		-		-
Interest on short-term borrowings		129,876		60,204		66,812
		656,553		516,054		643,811
Net interest income		6,693,509		5,839,532		6,749,326
Provision for loan losses		300,000		440,521		380,176
Net interest income after provision		6,393,509		5,399,011		6,369,150
Noninterest income
Payment sponsorship fees		726,420		656,192		771,209
Mortgage banking fees and gains		15,677		182,944		62,019
Service charges on deposit accounts		110,318		62,633		97,868
Bargain purchase gain		-		-		-
(Loss) gain on securities		-		5,521		-
Other noninterest income		118,025		419,074		322,545
Total operating income		970,440		1,326,364		1,253,641
Noninterest expenses
Salaries and employee benefits		3,306,174		2,857,244		3,434,189
Occupancy and equipment expenses		620,228		757,645		724,716
Data processing fees		402,496		327,794		376,914
Legal, accounting and other professional fees		247,389		232,955		104,105
Advertising and marketing related expenses		36,589		24,320		127,760
FDIC insurance expenses		75,051		65,014		56,113
Foreclosed property expenses and REO sales, net		24,938		16,859		27,686
Loan collection expenses		7,953		34,666		19,965
Core deposit intangible amortization		173,929		235,465		173,929
Merger related expenses		57,825		149,543		289,512
Other noninterest expenses		461,848		480,057		618,539
Total operating expenses		5,414,420		5,181,562		5,953,428
Net income before taxes		1,949,529		1,543,813		1,669,363
Income tax expense		564,782		587,005		1,208,880
Net income	$	1,384,747	$	956,808	$	460,483
Weighted average shares
Basic		10,672,603		10,502,387		10,667,227
Diluted		10,749,974		10,652,651		10,781,805
Earnings per share available to common shareholders
Basic	$	0.13	$	0.09	$	0.04
Diluted	$	0.13	$	0.09	$	0.04

OLD LINE BANK -BAY BANCORP, INC. AND SUBSIDIARY
SELECTED FINANCIAL DATA
	Three Months Ended
	March 31, 2018			March 31, 2017			December 31, 2017
	(unaudited)			(unaudited)			(unaudited)
Consolidated Income Statement Data:
Interest income	$	7,350,062		$	6,355,586		$	7,393,137
Interest expense		656,553			516,054			643,811
Net interest income		6,693,509			5,839,532			6,749,326
Provision for loan losses		300,000			440,521			380,176
Net interest income after provision for loan losses		6,393,509			5,399,011			6,369,150
Other noninterest income		970,440			1,326,364			1,253,641
Merger related expense		57,825			149,543			289,512
Other noninterest expenses		5,356,595			5,032,019			5,663,916
Income before income taxes		1,949,529			1,543,813			1,669,363
Income tax expense		564,782			587,005			1,208,880
Net income	$	1,384,747		$	956,808		$	460,483
		1,384,747			956,808			460,483
		-			-			-
Shares outstanding and per share data:
Average shares outstanding		10,672,603			10,502,387			10,667,227
Diluted average shares outstanding		10,749,974			10,652,651			10,781,805
Number of shares outstanding, at end of period		10,703,181			10,543,862			10,667,227
Dividends declared per common share	$	-		$	-		$	-
Financial Data:
Assets	$	656,439,793		$	633,351,137		$	658,972,924
Investment securities		56,204,011			67,914,583			58,189,618
Loans (net of deferred fees and costs)		549,795,955			495,236,254			542,250,292
Allowance for loan losses		(4,390,882	)		(3,159,769	)		(4,156,425	)
Deposits		547,260,834			525,802,481			572,754,560
Borrowings		32,800,000			34,000,000			10,000,000
Equity attributable to common shareholders		72,800,713			67,281,666			71,876,129
Net income		1,384,747			956,808			460,483
Average Balances: (unaudited)
Assets		658,201,858			617,613,946			642,531,387
Investment securities		58,042,830			62,069,734			60,211,519
Loans (net of deferred fees and costs)		545,236,889			490,288,543			528,707,904
Borrowings		31,488,889			23,779,661			22,206,557
Deposits		551,599,642			520,795,226			549,819,040
Stockholders' equity		71,457,442			66,063,753			67,396,179
Performance Ratios:
Annualized return on average assets		0.85	%		0.63	%		0.28	%
Annualized return on average equity		7.86	%		5.87	%		2.71	%
Yield on average interest-earning assets		4.63	%		4.41	%		4.74	%
Rate on average interest-bearing liabilities		0.57	%		0.48	%		0.57	%
Net interest spread		4.06	%		3.93	%		4.17	%
Net interest margin		4.21	%		4.05	%		4.33	%
Book value per share	$	6.80		$	6.38		$	6.74
Basic net income per share		0.13			0.09			0.04
Diluted net income per share		0.13			0.09			0.04

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 hereunto duly authorized.

	OLD LINE BANCSHARES, INC.
Date: May 14, 2018	By:  /s/ Elise M. Hubbard
	Elise M. Hubbard, Executive Vice President and Chief  Financial Officer