Old Line Bancshares (OLBK) 10-Q 2015 Q2 Quarterly report

26h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2015

OR

☐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

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☒No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes☒No☐

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

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

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

Yes☐No☒

As of August 1, 2015, the registrant had 10,574,439 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, 2015 (Unaudited) and December 31, 2014	3
			Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2015 and 2014	4
			Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2015 and 2014	5
			Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Six Months Ended June 30, 2015	6
			Consolidated Statements of Cash Flows  (Unaudited) for the Six Months Ended June 30, 2015 and 2014	7
			Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.			Quantitative and Qualitative Disclosures about Market Risk	56
Item 4.			Controls and Procedures	58
PART II.
Item 1.			Legal Proceedings	58
Item 1A.			Risk Factors	58
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.			Defaults Upon Senior Securities	58
Item 4.			Mine Safety Disclosures	58
Item 5.			Other Information	59
Item 6.			Exhibits	59
Signatures				60

2

Part 1. Financial Information

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Balance Sheets

	June 30,		December 31,
	2015		2014
	(Unaudited)
Assets
Cash and due from banks	$	40,494,305	$	23,572,613
Interest bearing accounts		1,034,085		1,230,864
Federal funds sold		331,178		601,259
Total cash and cash equivalents		41,859,568		25,404,736
Investment securities available for sale-at fair value		151,179,573		161,680,198
Loans held for sale, fair value of $6,656,700 and $4,753,995		6,361,652		4,548,106
Loans held for investment (net of allowance for loan losses of $4,435,913 and $4,281,835, respectively)		1,008,618,046		926,573,488
Equity securities at cost		3,565,596		5,811,697
Premises and equipment		33,786,623		34,300,375
Accrued interest receivable		3,341,570		3,218,428
Deferred income taxes		13,108,799		16,106,498
Current income taxes receivable		1,198,299		—
Bank owned life insurance		31,856,947		31,429,747
Other real estate owned		1,215,690		2,451,920
Goodwill		7,793,665		7,793,665
Core deposit intangible		4,016,913		4,420,796
Other assets		4,127,881		3,779,350
Total assets	$	1,312,030,822	$	1,227,519,004
Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	275,953,182	$	260,913,521
Interest bearing		808,460,674		754,825,885
Total deposits		1,084,413,856		1,015,739,406
Short term borrowings		76,722,442		61,002,889
Long term borrowings		5,931,298		5,987,283
Accrued interest payable		322,926		266,023
Supplemental executive retirement plan		5,222,669		5,095,141
Other liabilities		3,457,441		3,901,625
Total liabilities		1,176,070,632		1,091,992,367
Stockholders’ equity
Common stock, par value $0.01 per share; 25,000,000 shares authorized; 10,574,439 and 10,810,930 shares issued and outstanding in 2015 and 2014, respectively		105,745		108,110
Additional paid-in capital		101,500,434		105,235,646
Retained earnings		34,353,501		30,067,798
Accumulated other comprehensive loss		(253,879)		(147,250)
Total Old Line Bancshares, Inc. stockholders’ equity		135,705,801		135,264,304
Non-controlling interest		254,389		262,333
Total stockholders’ equity		135,960,190		135,526,637
Total liabilities and stockholders’ equity	$	1,312,030,822	$	1,227,519,004

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,
	2015		2014		2015		2014
Interest Income
Loans, including fees	$	11,516,860	$	10,599,999	$	23,138,353	$	20,933,971
U.S. treasury securities		2,630		15,546		5,236		16,378
U.S. government agency securities		132,736		145,145		266,094		296,100
Mortgage backed securities		350,544		360,480		723,554		738,352
Municipal securities		305,650		396,191		620,634		831,179
Federal funds sold		184		1,653		360		2,041
Other		43,850		98,024		105,800		170,887
Total interest income		12,352,454		11,617,038		24,860,031		22,988,908
Interest expense
Deposits		1,021,560		856,639		1,932,517		1,750,942
Borrowed funds		159,707		148,918		294,423		267,194
Total interest expense		1,181,267		1,005,557		2,226,940		2,018,136
Net interest income		11,171,187		10,611,481		22,633,091		20,970,772
Provision for loan losses		85,658		1,544,280		647,389		1,814,049
Net interest income after provision for loan losses		11,085,529		9,067,201		21,985,702		19,156,723
Non-interest income
Service charges on deposit accounts		441,382		493,482		856,584		945,078
Gain on sales or calls of investment securities		3,924		129,911		64,618		129,911
Earnings on bank owned life insurance		249,421		246,371		497,805		489,978
Gain on the sale of equity securities		—		—		—		96,993
Gain on disposal of assets		—		17,919		19,975		114,912
Rental Income		209,568		195,407		418,348		395,944
Income on marketable loans		484,635		335,444		1,048,517		392,338
Other fees and commissions		115,460		408,380		391,979		675,741
Total non-interest income		1,504,390		1,826,914		3,297,826		3,240,895
Non-interest expense
Salaries and benefits		4,331,572		4,010,187		8,510,468		8,906,286
Occupancy and equipment		1,338,660		1,436,564		2,738,536		3,022,735
Data processing		367,190		312,042		719,250		619,202
FDIC insurance and State of Maryland assessments		251,993		233,575		500,886		452,096
Merger and integration		—		—		—		29,167
Core deposit premium amortization		193,766		212,214		403,883		440,764
(Gain) loss on sales of other real estate owned		9,169		(79,127)		143,923		(282,195)
OREO expense		75,552		112,659		195,753		195,725
Directors Fees		160,200		120,900		330,200		240,600
Network services		195,447		174,914		377,110		374,502
Telephone		160,901		167,442		325,837		334,600
Other operating		1,708,500		1,749,316		3,200,245		3,115,603
Total non-interest expense		8,792,950		8,450,686		17,446,091		17,449,085
Income before income taxes		3,796,969		2,443,429		7,837,437		4,948,533
Income tax expense		1,195,273		687,973		2,490,308		1,378,711
Net income		2,601,696		1,755,456		5,347,129		3,569,822
Less: Net income (loss) attributable to the non-controlling interest		776		(13,880)		(7,944)		(35,269)
Net income available to common stockholders	$	2,600,920	$	1,769,336	$	5,355,073	$	3,605,091
Basic earnings per common share	$	0.25	$	0.16	$	0.50	$	0.33
Diluted earnings per common share	$	0.24	$	0.16	$	0.49	$	0.33
Dividend per common share	$	0.05	$	0.04	$	0.10	$	0.08

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,	2015		2014
Net income	$	2,601,696	$	1,755,456
Other comprehensive (loss) income:
Unrealized (loss) gain on securities available for sale, net of taxes of ($574,719), $751,001 respectively		(882,295)		1,310,253
Reclassification adjustment for realized gain on securities available for sale included in net income, net of taxes of $1,548 and $51,243, respectively		(2,376)		(78,668)
Other comprehensive (loss) income		(884,671)		1,231,585
Comprehensive income		1,717,025		2,987,041
Comprehensive income (loss) attributable to the non-controlling interest		776		(13,880)
Comprehensive income available to common stockholders	$	1,716,249	$	3,000,921
Six Months Ended June 30,	2015		2014
Net income	$	5,347,129	$	3,569,822
Other comprehensive (loss) income:
Unrealized (loss) gain on securities available for sale, net of taxes of ($43,969) and $1,720,750, respectively		(67,500)		2,798,989
Reclassification adjustment for realized gain on securities available for sale included in net income, gross of taxes of $25,489 and $51,243, respectively		(39,129)		(78,668)
Other comprehensive (loss) income		(106,629)		2,720,321
Comprehensive income		5,240,500		6,290,143
Comprehensive (loss) attributable to the non-controlling interest		(7,944)		(35,269)
Comprehensive income available to common stockholders	$	5,248,444	$	6,325,412

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		Non-		Total
	Common stock			paid-in		Retained		comprehensive		controlling		Stockholders’
	Shares	Par value		capital		earnings		income (loss)		Interest		Equity
Balance December 31, 2014	10,810,930	$	108,110	$	105,235,646	$	30,067,798	$	(147,250)	$	262,333	$	135,526,637
Net income attributable to Old Line Bancshares, Inc.	—		—		—		5,355,073		—		—		5,355,073
Unrealized loss on securities available for sale, net of income tax benefit of ($69,457)	—		—		—		—		(106,629)		—		(106,629)
Net loss attributable to non-controlling interest	—		—		—		—		—		(7,944)		(7,944)
Stock based compensation awards	—		—		182,067		—		—		—		182,067
Stock option exercised	22,000		220		271,732		—		—		—		271,952
Restricted stock issued	9,332		93		(93)		—		—		—		—
Stock buyback	(267,823)		(2,678)		(4,188,918)								(4,191,596)
Common stock cash dividend $0.10 per share	—		—		—		(1,069,370)		—		—		(1,069,370)
Balance June 30, 2015	10,574,439	$	105,745	$	101,500,434	$	34,353,501	$	(253,879)	$	254,389	$	135,960,190

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,	2015		2014
Cash flows from operating activities
Interest received	$	25,207,981	$	23,941,306
Fees and commissions received		1,901,414		2,024,810
Interest paid		(2,170,037)		(2,053,004)
Cash paid to suppliers and employees		(15,866,669)		(17,528,107)
Loans originated for sale		(54,080,338)		(21,108,421)
Proceeds from sale of loans originated for sale		52,266,793		19,048,221
Income taxes paid		(1,106,887)		(1,372,983)
		6,152,257		2,951,822
Cash flows from investing activities
Purchase of investment securities available for sale		—		(13,716,497)
Proceeds from disposal of investment securities
Available for sale at maturity, call or paydowns		9,936,344		34,448,100
Available for sale sold		—		—
Loans made, net of principal collected		(81,661,710)		(45,134,751)
Proceeds from sale of other real estate owned		1,034,932		1,320,961
Redemption of equity securities		2,246,101		1,273,528
Purchase of premises and equipment		(602,096)		(345,772)
Proceeds from the sale of premises and equipment		—		(17,919)
		(69,046,429)		(22,172,350)
Cash flows from financing activities
Net increase (decrease) in
Time deposits		26,251,703		(12,864,657)
Other deposits		42,422,747		47,922,059
Short term borrowings		15,719,553		(13,761,017)
Long term borrowings		(55,985)		(49,359)
Stock proceeds from stock repurchase program		(4,191,596)		—
Stock options exercised		271,952		—
Cash dividends paid-common stock		(1,069,370)		(862,829)
		79,349,004		20,384,197
Net increase in cash and cash equivalents		16,454,832		1,163,669
Cash and cash equivalents at beginning of period		25,404,736		29,058,300
Cash and cash equivalents at end of period	$	41,859,568	$	30,221,969

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

7

Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,	2015		2014
Reconciliation of net income to net cash provided by operating activities
Net income	$	5,347,129	$	3,569,822
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,135,823		1,090,200
Provision for loan losses		647,389		1,814,049
Change in deferred loan fees net of costs		18,279		(7,836)
(Gain)/loss on sales or calls of securities		(64,618)		(129,911)
Amortization of premiums and discounts		452,813		505,780
Change in loans held for sale		(1,813,546)		(2,060,199)
(Gain)/loss on  sale of loans		(1,048,517)		(302,548)
(Gain)/loss on sales of other real estate owned		143,923		(282,195)
Gain on the sale of equity securities		—		(96,993)
Write down of other real estate owned		57,375		—
(Gain)/loss on sale of fixed assets		(19,975)		(17,919)
Amortization of intangible assets		403,883		440,764
Deferred income taxes		3,067,155		185,876
Stock based compensation awards		182,067		198,082
Increase (decrease) in
Accrued interest payable		56,903		(34,868)
Income tax payable		(485,435)		(180,148)
Income tax receivable		(1,198,299)		—
Accrued pension		127,528		82,543
Other liabilities		41,251		(696,381)
Decrease (increase) in
Accrued interest receivable		(123,142)		454,454
Bank owned life insurance		(427,200)		(423,193)
Other assets		(348,529)		(1,157,557)
	$	6,152,257	$	2,951,822
Supplemental Disclosure:
Loans transferred to other real estate owned	$	—	$	1,354,889

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

8

OLD LINE BANCSHARE 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, Calvert, Charles, Montgomery, Prince George’s, and St. Mary’s Counties in Maryland and surrounding areas.

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 majority owned subsidiary Pointer Ridge Office Investments, LLC (Pointer Ridge), a real estate investment company.  We have eliminated all significant intercompany transactions and balances.

We report the non-controlling interests in Pointer Ridge separately in the consolidated balance sheet.  We report the income of Pointer Ridge attributable to Old Line Bancshares on the consolidated statement of income.

The foregoing consolidated financial statements for the periods ended June 30, 2015 and 2014 are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP); however, in the opinion of management we have included all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the results of the interim period.  We derived the balances as of December 31, 2014 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, 2014.  We have made no significant changes to Old Line Bancshares’ accounting policies as disclosed in the Form 10-K.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles 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.

Reclassifications - We have made certain reclassifications to the 2014 financial presentation to conform to the 2015 presentation.  These reclassifications did not change net income or stockholders’ equity.

Recent Accounting Pronouncements - In  August 2014, the Financial Accounting Board “FASB”) issued Accounting Standard Update (“ASU”) No. 2014-14- Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure, to address the diversity in practice regarding the classification and measurement of foreclosed loans which were part of a government-sponsored loan guarantee program (e.g. HUD, FHA, VA).  The ASU outlines certain criteria and provides that, if met, the loan (residential or commercial) should be derecognized and a separate other receivable should be recorded upon foreclosure at the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.  This ASU will be effective for annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period.  The adoption of ASU No. 2014-14 did not have a material impact on our consolidated financial statements and the required disclosures have been included in Note 5.

In June 2014, the FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The new guidance aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The amendments in the ASU require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The amendments in the ASU also require expanded disclosures, effective for the current reporting period of June 30, 2015, about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings (see Note 9 to the Consolidated

9

Financial Statements). We adopted the amendments in this ASU effective January 1, 2015. As of June 30, 2015, all of our repurchase agreements were typical in nature (i.e., not repurchase-to-maturity transactions or repurchase agreements executed as a repurchase financing) and are accounted for as secured borrowings. As such, the adoption of ASU No. 2014-11 did not have a material impact on our consolidated financial statements.

2.POINTER RIDGE OFFICE INVESTMENT, LLC

Old Line Bank has a 62.5% ownership of Pointer Ridge Office Investment, LLC and we have consolidated its results of operations from the date of acquisition.  One of the Bank’s directors owns a 12.5% interest in this investment.

The following table summarizes the condensed Balance Sheets and Statements of Income information for Pointer Ridge Office Investment, LLC.

	June 30,		December 31,
Balance Sheets	2015		2014
Current assets	$	293,302	$	269,314
Non-current assets		6,335,815		6,433,380
Liabilities		5,950,746		6,003,139
Equity		678,371		699,555

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Statements of Income	2015		2014		2015		2014
Revenue	$	243,981	$	234,139	$	487,258	$	473,129
Expenses		241,912		271,151		508,442		567,180
Net income (loss)	$	2,069	$	(37,012)	$	(21,184)	$	(94,051)

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, 2015
Available for sale
U.S. treasury	$	3,000,335	$	2,712	$	—	$	3,003,047
U.S. government agency		36,979,446		24,314		(335,810)		36,667,950
Municipal securities		40,399,978		650,065		(161,237)		40,888,806
Mortgage backed securities:
FHLMC certificates		18,788,956		41,578		(22,003)		18,808,531
FNMA certificates		16,755,358		22,147		(142,341)		16,635,164
GNMA certificates		30,152,244		77,754		(428,006)		29,801,992
SBA loan pools		5,522,509		48		(148,474)		5,374,083
	$	151,598,826	$	818,618	$	(1,237,871)	$	151,179,573
December 31, 2014
Available for sale
U.S. treasury	$	3,000,690	$	5,460	$	—	$	3,006,150
U.S. government agency		38,594,843		15,851		(954,362)		37,656,332
Municipal securities		42,662,399		980,452		(96,690)		43,546,161
Mortgage backed securities
FHLMC certificates		20,323,394		150,735		(3,182)		20,470,947
FNMA certificates		17,898,497		61,472		(93,163)		17,866,806
GNMA certificates		33,266,203		145,451		(272,309)		33,139,345
SBA loan pools		6,177,339		—		(182,882)		5,994,457
	$	161,923,365	$	1,359,421	$	(1,602,588)	$	161,680,198

10

As of June 30, 2015 and December 31, 2014, securities with unrealized losses segregated by length of impairment were as follows:

	June 30, 2015
	Less than 12 months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agency		—		—		31,953,469		335,810		31,953,469		335,810
Municipal securities		8,873,343		113,080		1,515,775		48,157		10,389,118		161,237
Mortgage backed securities		32,566,256		252,173		16,671,665		340,177		49,237,921		592,350
SBA loan pools		—		—		5,157,155		148,474		5,157,155		148,474
Total unrealized losses	$	41,439,599	$	365,253	$	55,298,064	$	872,618	$	96,737,663	$	1,237,871

	December 31, 2014
	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	$	1,492,650	$	6,543	$	32,497,194	$	947,819	$	33,989,844	$	954,362
Municipal securities		2,054,635		19,397		4,617,972		77,293		6,672,607		96,690
Mortgage backed securities		8,967,337		11,382		29,009,316		357,272		37,976,653		368,654
SBA loan pools		—		—		5,994,457		182,882		5,994,457		182,882
Total unrealized losses	$	12,514,622	$	37,322	$	72,118,939	$	1,565,266	$	84,633,561	$	1,602,588

At June 30, 2015 and December 31, 2014, we had 43 and 57 investment securities, respectively, in an unrealized loss position greater than the 12 month time frame and 40 and 12 securities, respectively, in an unrealized loss position less than the 12 month time frame.  We consider all unrealized losses on securities as of June 30, 2015 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, 2015, 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.

There were no sales of investment securities for the three months ending June 30, 2015.  There were three municipal bonds that were called and one agency security that matured during the three month period ended June 30, 2015, and the remaining discount/accretion of $4 thousand on the called bonds was recorded as gain on sale of investments compared to a net gain of $130 thousand for the same three month period last year.  There were no sales of investment securities for the six months ending June 30, 2015, however, there were a total of five municipal bonds that were called and one agency security that matured for a total of $65 thousand in gains compared to $130 thousand for the same six month period last year.  The decrease is the result of a re-positioning in the investment portfolio that took place during last year. 

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We received $9.9 million and $34.4 million, respectively, in proceeds for sales, maturities or calls and principal pay-downs of investment securities for the six month periods ending June 30, 2015 and 2014.  The net proceeds of these transactions were used for new loan originations.

Contractual maturities and pledged securities at June 30, 2015 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 maturity date.  However, we receive payments on a monthly basis.    

	Available for Sale
	Amortized		Fair
June 30, 2015	cost		value
Maturing
Within one year	$	3,300,443	$	3,305,480
Over one to five years		29,201,837		29,068,280
Over five to ten years		22,084,724		22,181,242
Over ten years		97,011,822		96,624,571
	$	151,598,826	$	151,179,573
Pledged securities	$	33,582,503	$	33,376,448

4.LOANS

Major classifications of loans held for investment are as follows:

	June 30, 2015						December 31, 2014
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total
Commercial Real Estate
Owner Occupied	$	198,913,857	$	26,828,620	$	225,742,477	$	192,723,718	$	27,891,137	$	220,614,855
Investment		261,784,146		39,936,338		301,720,484		208,766,058		41,624,825		250,390,883
Hospitality		83,276,238		8,148,412		91,424,650		76,342,916		8,319,644		84,662,560
Land and A&D		42,763,523		4,729,491		47,493,014		40,260,506		4,785,753		45,046,259
Residential Real Estate
First Lien-Investment		62,284,662		19,776,766		82,061,428		49,578,862		24,185,571		73,764,433
First Lien-Owner Occupied		36,600,087		46,026,107		82,626,194		31,822,773		51,242,355		83,065,128
Residential Land and A&D		30,798,988		7,370,848		38,169,836		22,239,663		8,509,239		30,748,902
HELOC and Jr. Liens		22,205,192		2,754,169		24,959,361		20,854,737		3,046,749		23,901,486
Commercial and Industrial		100,681,887		8,470,681		109,152,568		98,310,009		9,694,782		108,004,791
Consumer		8,190,009		258,685		8,448,694		9,068,755		313,739		9,382,494
		847,498,589		164,300,117		1,011,798,706		749,967,997		179,613,794		929,581,791
Allowance for loan losses		(4,116,645)		(319,268)		(4,435,913)		(4,261,835)		(20,000)		(4,281,835)
Deferred loan costs, net		1,255,253		—		1,255,253		1,283,455		(9,923)		1,273,532
	$	844,637,197	$	163,980,849	$	1,008,618,046	$	746,989,617	$	179,583,871	$	926,573,488

(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 and of WSB Holdings, the parent company of The Washington Savings Bank (“WSB”), in May 2013, we have segmented the portfolio into two components, loans originated by Old Line Bank “Legacy” and loans acquired from MB&T and WSB “Acquired”.

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. In an effort to manage risk, prior to funding, the loan committee consisting of the Executive Officers and seven members of the Board of Directors must approve by a majority vote all credit decisions in excess of a lending officer’s lending authority.

Management believes that it employs experienced lending officers, secures appropriate collateral and carefully monitors the financial condition of its borrowers and loan concentrations.

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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 $666.4 million and $600.7 million at June 30, 2015 and December 31, 2014, respectively. 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, 2015, we had approximately $91.4 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 $227.8 million and $211.5 million at June 30, 2015 and December 31, 2014. Although most of these loans are in our primary 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 660 is required. 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 six 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 six 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 primary 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.

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.

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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 primary 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 from time to time by Fannie Mae and Freddie Mac for secondary market resale purposes.  This amount for single-family residential loans currently varies from $417,000 up to a maximum of $625,500 for certain high-cost designated areas.  We also make residential mortgage loans up to limits established by the Federal Housing Administration, which currently is $625,500.  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 sold in the secondary market, we require a credit score of at least 640 with some exceptions to 620 for veterans.  Loans sold in the secondary market are sold to investors on a servicing released basis and recorded as loans held-for-sale.  The premium is recorded in gain on sale of 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, SBA 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. This category includes our luxury boat loans, which we made prior to 2008 and that remain in our portfolio.  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.

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.  However, in our opinion, many of these risks do not apply to the luxury boat portion of the loan portfolio due to the credit quality and liquidity of these borrowers.

Concentrations of Credit

Most of our lending activity occurs within the state of Maryland within the suburban Washington, D.C. market area in Anne Arundel, Calvert, Charles, 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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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 non‑performing. 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 non‑performing. Currently, management expects to fully collect the carrying value of acquired, credit‑impaired loans.

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The table below presents an aging analysis of the loans held for investment portfolio at June 30, 2015 and December 31, 2014.

Age Analysis of Past Due Loans

	June 30, 2015						December 31, 2014
	Legacy		Acquired		Total		Legacy		Acquired		Total
Current	$	845,446,773	$	159,684,475	$	1,005,131,248	$	746,375,748	$	173,731,329	$	920,107,077
Accruing past due loans:
30-89 days past due
Commercial Real Estate:
Owner Occupied		245,000		516,207		761,207		—		—		—
Investment		—		—		—		—		572,565		572,565
Residential Real Estate:
First-Investment		423,041		—		423,041		297,221		189,739		486,960
First-Owner Occupied		—		1,470,463		1,470,463		—		1,423,752		1,423,752
Land and A&D		—		—		—		—		168,875		168,875
HELOC and Jr. Liens		—		—		—		—		87,703		87,703
Commercial		396,675		81,735		478,410		45,483		1,167,538		1,213,021
Consumer		133,785		867		134,652		—		9,308		9,308
Total 30-89 days past due		1,198,501		2,069,272		3,267,773		342,704		3,619,480		3,962,184
90 or more days past due
Commercial Real Estate:
Owner Occupied		—		—		—		—		—		—
Residential Real Estate:
First-Investment		—		—		—		—		—		—
First-Owner Occupied		—		—		—		—		305,323		305,323
Land and A&D		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Consumer		—		—		—		—		—		—
Total 90 or more days past due		—		—		—		—		305,323		305,323
Total accruing past due loans		1,198,501		2,069,272		3,267,773		342,704		3,924,803		4,267,507
Recorded Investment Non-accruing loans:
Commercial Real Estate:
Owner Occupied		16,402		55,296		71,698		1,849,685		55,707		1,905,392
Investment		—		207,259		207,259		—		—		—
Hospitality		—		—		—		—		—		—
Residential Real Estate:												—
First-Investment		107,853		730,015		837,868		113,264		310,735		423,999
First-Owner Occupied		—		1,048,402		1,048,402		—		795,920		795,920
Land and A&D		—		461,700		461,700		—		795,300		795,300
Commercial		729,060		43,698		772,758		1,165,955		—		1,165,955
Consumer		—		—		—		120,641		—		120,641
Total Recorded Investment
Non-accruing past due loans:		853,315		2,546,370		3,399,685		3,249,545		1,957,662		5,207,207
Total Loans	$	847,498,589	$	164,300,117	$	1,011,798,706	$	749,967,997	$	179,613,794	$	929,581,791

We consider all non-performing loans and troubled debt restructurings (TDRs) to be impaired. We do not recognize interest income on non-performing loans during the time period that the loans are non-performing. We only recognize interest income on non-performing 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.

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The tables below present our impaired loans at and for the periods ended June 30, 2015 and December 31, 2014.

Impaired Loans

June 30, 2015

							Three months June 30, 2015				Six Months Ended June 30,
	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	$	258,062	$	258,062	$	—	$	258,062	$	3,218	$	260,248	$	6,572
Investment		1,289,949		1,289,949		—		1,289,949		13,454		1,302,854		28,325
Residential Real Estate:
First-Investment	$	107,853	$	107,853	$	—	$	107,461	$	—		333,990	$	—
Commercial		700,655		700,655		—		698,822		—		2,812,722		—
With an allowance recorded:
Commercial Real Estate:
Owner Occupied		28,405		28,405		14,202		28,405		—		1,093,187		—
Investment		16,402		16,402		16,402		16,807				39,526
Residential Real Estate:
First-Investment		144,637		144,637		144,637		107,569				167,045
Commercial		—		—		—		—		—		—		—
Consumer		—		—		—		—		—		—		—
Total legacy impaired		2,545,963		2,545,963		175,241		2,507,075		16,672		6,009,572		34,897
Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied		48,359		48,359		—		48,359		—		48,359		—
Land and A&D		267,113		267,113		—		267,113				607,612
Residential Real Estate:
First-Owner Investment		367,132		367,132		—		367,132		—		367,391		—
First-Owner Occupied		798,190		798,190		—		800,710		3,292		1,886,053		11,333
Commercial		126,331		126,331		—		125,877		1,403		259,565		—
With an allowance recorded:
Commercial Real Estate:
Investment		211,546		211,546		103,630		211,546		—		630,934		—
Land and A&D		223,336		200,000		20,000		223,336		—		893,345		—
Residential Real Estate:
First-Owner Investment		370,431		367,287		45,638		361,431		—		1,516,244		—
First-Owner Occupied		553,751		528,540		150,000		554,715		—		1,059,106		—
Commercial		—		—		—		—		—		—		—
Total acquired impaired		2,966,189		2,914,498		319,268		2,960,219		4,695		7,268,609		11,333
Total impaired	$	5,512,152	$	5,460,461	$	494,509	$	5,467,294	$	21,367	$	13,278,181	$	46,230

(1) Generally accepted accounting principles require that we initially 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 the definition of an acquired, credit-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.  Acquired, credit-impaired loans where the cash flows do not perform according to initial accretable yield estimates are considered impaired.

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Impaired Loans

 December 31, 2014

	Unpaid						Average		Interest
	Principal		Recorded		Related		Recorded		Income
	Balance		Investment		Allowance		Investment		Recognized
Legacy
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied	$	2,113,173	$	2,113,173	$	—	$	2,111,733	$	18,318
Investment		1,319,280		1,319,280		—		1,315,243		58,664
Residential Real Estate:
First-Investment		113,264		113,264		—		112,027		—
Commercial		979,039		979,039		—		975,224		4,767
With an allowance recorded:
Commercial		375,450		375,450		159,040		365,860		13,101
Consumer		120,641		120,641		56,500		120,641		1,038
Total legacy impaired		5,020,847		5,020,847		215,540		5,000,728		95,888
Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied		48,359		55,706		—		48,359		1,742
Land and A&D		1,309,568		595,300		—		1,201,246		8,357
Residential Real Estate:
First-Owner Occupied		1,058,125		1,016,765		—		1,055,774		17,782
Investment		311,089		310,735		—		311,089		14,866
Land and A&D		—		—		—		—		—
Commercial		83,857		83,857		—		83,717		4,512
With an allowance recorded:
Commercial Real Estate:
Land and A&D		223,336		200,000		20,000		223,536		10,529
Total acquired impaired		3,034,334		2,262,363		20,000		2,923,721		57,788
Total impaired	$	8,055,181	$	7,283,210	$	235,540	$	7,924,449	$	153,676

(1) Generally accepted accounting principles require that we initially 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 the definition of an acquired, credit-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.  Acquired, credit-impaired loans where the cash flows do not perform according to initial accretable yield estimates are considered impaired.

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, 2015 consisted of three loans for $354 thousand compared to four loans at December 31, 2014 for $589 thousand.  We had no loans that were modified as a TDR during the three or six month periods ending June 30, 2015 or 2014.  We had no loans that were modified as a TDR that defaulted within twelve months of the modification date during the three or six month periods ending June 30, 2015.

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Acquired impaired loans

The following table documents changes in the accretable discount on acquired impaired loans during the six months ended June 30, 2015 and 2014, along with the outstanding balances and related carrying amounts for the beginning and end of those respective periods.

	Six Months Ended June 30,
	2015		2014
Balance at beginning of period	$	(31,551)	$	40,771
Accretion of fair value discounts		(368,943)		(646,861)
Reclassification from non-accretable		371,518		579,301
Balance at end of period	$	(28,976)	$	(26,789)

	Contractually
	Required Payments
	Receivable		Carrying Amount
At June 30, 2015	$	9,630,486	$	7,757,035
At December 31, 2014		10,658,840		7,994,604
At June 30, 2014		10,853,648		7,994,957
At December 31, 2013		12,482,792		8,742,777

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.

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.

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.

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The following tables outline the class of loans by risk rating at June 30, 2015 and December 31, 2014:

June 30, 2015	Account Balance
	Legacy		Acquired		Total
Risk Rating
Pass (1-5)
Commercial Real Estate:
Owner Occupied	$	197,426,100	$	23,816,488	$	221,242,588
Investment		258,650,408		38,313,404		296,963,813
Hospitality		83,276,238		8,148,412		91,424,650
Land and A&D		40,049,087		4,384,663		44,433,750
Residential Real Estate:
First-Investment		60,996,559		17,992,085		78,988,644
First-Owner Occupied		36,519,828		42,089,961		78,609,789
Land and A&D		29,172,354		5,572,000		34,744,354
HELOC and Jr. Liens		20,778,694		2,754,169		23,532,863
Commercial		107,905,144		6,037,245		113,942,389
Consumer		—		258,685		258,685
		834,774,412		149,367,112		984,141,525
Special Mention (6)
Commercial Real Estate:
Owner Occupied		352,823		2,381,836		2,734,659
Investment		1,843,789		663,024		2,506,813
Hospitality		—		—		—
Land and A&D		2,714,436		344,828		3,059,264
Residential Real Estate:
First-Investment		888,045		641,455		1,529,500
First-Owner Occupied		80,258		2,286,698		2,366,956
Land and A&D		1,626,634		686,601		2,313,235
HELOC and Jr. Liens		6,677		—		6,677
Commercial		1,512,876		1,426,537		2,939,413
Consumer		—		—		—
		9,025,538		8,430,979		17,456,517
Substandard (7)
Commercial Real Estate:
Owner Occupied		1,134,934		630,297		1,765,231
Investment		1,289,950		959,910		2,249,859
Hospitality		—		—		—
Land and A&D		—		—		—
Residential Real Estate:
First-Investment		400,058		1,143,226		1,543,284
First-Owner Occupied		—		1,649,447		1,649,447
Land and A&D		—		1,112,247		1,112,247
HELOC and Jr. Liens		—		—		—
Commercial		873,697		1,006,899		1,880,596
Consumer		—		—		—
		3,698,639		6,502,026		10,200,664
Doubtful (8)		—		—		—
Loss (9)		—		—		—
Total	$	847,498,589	$	164,300,117	$	1,011,798,706

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December 31, 2014	Account Balance
	Legacy		Acquired		Total
Risk Rating
Pass (1-5)
Commercial Real Estate:
Owner Occupied	$	189,360,330	$	24,816,057	$	214,176,387
Investment		205,395,067		40,023,958		245,419,025
Hospitality		76,342,916		8,319,644		84,662,560
Land and A&D		37,227,339		4,419,829		41,647,168
Residential Real Estate:
First-Investment		48,263,092		22,746,166		71,009,258
First-Owner Occupied		31,740,158		47,472,349		79,212,507
Land and A&D		20,601,936		6,396,128		26,998,064
HELOC and Jr. Liens		20,847,571		3,046,749		23,894,320
Commercial		94,818,009		6,847,628		101,665,637
Consumer		9,272,091		313,739		9,585,830
		733,868,509		164,402,247		898,270,756
Special Mention (6)
Commercial Real Estate:
Owner Occupied		357,092		2,444,375		2,801,467
Investment		1,731,771		846,789		2,578,560
Hospitality		—		—		—
Land and A&D		3,033,167		365,924		3,399,091
Residential Real Estate:
First-Investment		1,202,506		649,375		1,851,881
First-Owner Occupied		82,616		2,367,157		2,449,773
Land and A&D		1,637,727		710,163		2,347,890
HELOC and Jr. Liens		7,166		—		7,166
Commercial		2,147,102		1,871,103		4,018,205
Consumer		—		—		—
		10,199,147		9,254,886		19,454,033
Substandard (7)
Commercial Real Estate:
Owner Occupied		3,006,294		630,707		3,637,001
Investment		1,315,243		754,079		2,069,322
Hospitality		—		—		—
Land and A&D		—		—		—
Residential Real Estate:
First-Investment		113,264		790,030		903,294
First-Owner Occupied		—		1,402,848		1,402,848
Land and A&D		—		1,402,947		1,402,947
HELOC and Jr. Liens		—		—		—
Commercial		1,344,899		976,050		2,320,949
Consumer		120,641		—		120,641
		5,900,341		5,956,661		11,857,002
Doubtful (8)		—		—		—
Loss (9)		—		—		—
Total	$	749,967,997	$	179,613,794	$	929,581,791

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The following table details activity in the allowance for loan losses by portfolio segment for the three and six month periods ended June 30, 2015 and 2014.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories. 

			Commercial		Residential
Three Months Ended June 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	761,671	$	2,594,659	$	1,238,113	$	41,605	$	4,636,048
General provision for loan losses		125,012		180,995		(186,420)		(33,929)		85,658
Recoveries		600		—		44,927		27,459		72,986
		887,283		2,775,654		1,096,620		35,135		4,794,692
Loans charged off		(14,235)		—		(340,500)		(4,044)		(358,779)
Ending Balance	$	873,048	$	2,775,654	$	756,120	$	31,091	$	4,435,913

			Commercial		Residential
Six Months Ended June 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	696,371	$	2,558,368	$	926,995	$	100,101	$	4,281,835
General provision for loan losses		372,111		217,266		171,040		(113,028)		647,389
Recoveries		1,542		20		55,085		48,062		104,709
		1,070,024		2,775,654		1,153,120		35,135		5,033,933
Loans charged off		(196,976)		—		(397,000)		(4,044)		(598,020)
Ending Balance	$	873,048	$	2,775,654	$	756,120	$	31,091	$	4,435,913
Amount allocated to:
Legacy Loans:
Individually evaluated for impairment	$	—	$	30,604	$	144,637	$	—	$	175,241
Other loans not individually evaluated		873,048		2,621,420		415,845		31,091		3,941,404
Acquired Loans:
Individually evaluated for impairment		—		123,630		195,638		—		319,268
Ending balance	$	873,048	$	2,775,654	$	756,120	$	31,091	$	4,435,913

			Commercial		Residential
Three Months Ended June 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	844,243	$	3,311,658	$	696,642	$	29,396	$	4,881,939
General provision for loan losses		(171,084)		1,546,938		207,587		58,223		1,641,664
Provision for loan losses for loans acquired with deteriorated credit quality		—		2,616		(100,000)		—		(97,384)
Recoveries		2,216		20		28,600		4,452		35,288
		675,375		4,861,232		832,829		92,071		6,461,307
Loans charged off		(1,000)		—		(111,641)		(24,283)		(136,927)
Ending Balance	$	674,375	$	4,861,232	$	721,188	$	67,788	$	6,324,583

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			Commercial		Residential
Six Months Ended June 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	495,051	$	3,569,395	$	841,234	$	23,533	$	4,929,213
General provision for loan losses		176,613		1,289,161		257,077		70,328		1,793,179
Provision for loan losses for loans acquired with deteriorated credit quality		—		2,616		18,254		—		20,870
Recoveries		4,711		60		36,270		8,478		49,519
		676,375		4,861,232		1,152,835		102,339		6,792,781
Loans charged off		(2,000)		—		(431,647)		(34,551)		(468,198)
Ending Balance	$	674,375	$	4,861,232	$	721,188	$	67,788	$	6,324,583
Allowance allocated to:
Legacy Loans:
Individually evaluated for impairment	$	184,444	$	2,658,345	$	—	$	45,687	$	2,888,476
Other loans not individually evaluated		489,931		1,921,236		637,418		22,101		3,070,686
Acquired Loans:
Individually evaluated for impairment		—		281,651		83,770		—		365,421
Ending balance	$	674,375	$	4,861,232	$	721,188	$	67,788	$	6,324,583

Our recorded investment in loans at June 30, 2015 and 2014 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		Residential
June 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Legacy loans:
Individually evaluated for impairment with specific reserve	$	—	$	44,807	$	144,637	$	—	$	189,444
Individually evaluated for impairment without specific reserve		700,655		1,548,011		107,853		—		2,356,519
Other loans not individually evaluated		99,854,902		585,142,183		150,993,440		8,190,009		844,180,534
Acquired loans:
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)		—		411,546		895,827		—		1,307,373
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)		126,331		315,472		1,165,322		—		1,607,125
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)		—		—		—		—		—
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		8,470,681		78,918,606		74,509,739		258,685		162,157,711
Ending balance	$	109,152,569	$	666,380,625	$	227,816,818	$	8,448,694	$	1,011,798,706

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			Commercial		Residential
June 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Legacy loans:
Individually evaluated for impairment with specific reserve	$	425,670	$	4,473,345	$	—	$	182,748	$	5,081,763
Individually evaluated for impairment without specific reserve		734,767		3,454,679		118,674		—		4,308,120
Other loans not individually evaluated		88,389,569		473,030,942		111,440,939		9,368,133		682,229,583
Acquired loans:
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)		—		371,806		131,031		—		502,837
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)		85,926		—		2,802,556		—		2,888,482
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)		—		—		—		—		—
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		9,792,169		93,305,554		96,066,211		646,639		199,810,573
Ending balance	$	99,428,101	$	574,636,326	$	210,559,411	$	10,197,520	$	894,821,358

5.OTHER REAL ESTATE OWNED

At June 30, 2015 and December 31, 2014, the fair value of other real estate owned was $1.2 million and $2.5 million, respectively.  As a result of the acquisitions of Maryland Bankcorp and WSB Holdings, we have segmented the other real estate owned 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 and WSB or obtained as a result of loans originated by MB&T and WSB (acquired).

The following outlines the transactions in other real estate owned during the period.

Six Months Ended June 30, 2015	Legacy		Acquired		Total
Beginning balance	$	475,291	$	1,976,629	$	2,451,920
Real estate acquired through foreclosure of loans		—		—		—
Additional write down of real estate owned		—		(57,375)		(57,375)
Sales/deposit on sales		—		(1,034,932)		(1,034,932)
Net realized gain (loss) on sale of real estate owned		—		(143,923)		(143,923)
Ending balance	$	475,291	$	740,399	$	1,215,690

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 other real estate owned 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, 2015, residential foreclosures classified as other real estate owned totaled $336 thousand.  Loans secured by residential real estate in process of foreclosure totaled $2.7 million at June 30, 2015 compared to $2.5 million at December 31, 2014.

6.EARNINGS PER COMMON SHARE

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 giving retroactive effect to stock dividends.

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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,
	2015	2014	2015	2014
Weighted average number of shares	10,617,225	10,785,370	10,711,771	10,782,770
Dilutive average number of shares	10,759,628	10,948,368	10,847,352	10,944,982

7.STOCK BASED COMPENSATION

For the three months ended June 30, 2015 and 2014, we recorded stock-based compensation expense of $90,165 and $71,280, respectively.  For the six months ended June 30, 2015 and 2014, we recorded stock-based compensation expense of $ 182,067 and $ 198,082, respectively.  At June 30, 2015, there was $482,585 of total unrecognized compensation cost related to non-vested stock options and restricted stock awards that we expect to realize over the next 2.5 years. As of June 30, 2015, there were 425,264 shares remaining available for future issuance under the equity incentive plans. The officers exercised 22,000 options during the six month period ended June 30, 2015 compared to no options exercised for the six months ended June 30, 2014.

For purposes of determining estimated fair value of stock options and restricted stock awards, we have computed the estimated fair values of all stock-based compensation using the Black-Scholes option pricing model and, for stock options and restricted stock awards granted prior to December 31, 2014, have applied the assumptions set forth in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2014.  During the six months ended June 30, 2015 and 2014, we granted 50,597 and 50,759 stock options, respectively.  The weighted average grant date fair value of these 2015 stock options is $5.09 and was computed using the Black-Scholes option pricing model under similar assumptions.

During the six months ended June 30, 2015 and 2014, we granted 9,331 and 8,257 restricted common stock awards, respectively. The weighted average grant date fair value of these restricted stock awards is $14.38 at June 30, 2015. There were no restricted shares forfeited during the six month periods ending June 30, 2015 and 2014.

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.  For the six months ended June 30, 2015 and year ended December 31, 2014, there were no transfers between levels.

At June 30, 2015, 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, mortgage-backed securities.  The fair value of the majority of these securities is determined using widely accepted valuation techniques including

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matrix pricing and broker-quote based applications.  Inputs include benchmark yields, reported trades, issuer spreads, prepayments speeds and other relevant items.  These are inputs used by a third-party pricing service used by us.

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	At June 30, 2015 (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	$	3,003	$	3,003	$	—	$	—	$	—
U.S. government agency		36,668		—		36,668		—		—
Municipal securities		40,889		—		40,889		—		—
FHLMC MBS		18,809		—		18,809		—		—
FNMA MBS		16,635		—		16,635		—		—
GNMA MBS		29,802		—		29,802		—		—
SBA loan pools		5,374		—		5,374		—		—
Total recurring assets at fair value	$	151,180	$	3,003	$	148,177	$	—	$	—

	At December 31, 2014 (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	$	3,006	$	3,006	$	—	$	—	$	—
U.S. government agency		37,656		—		37,656		—		—
Municipal securities		43,546		—		43,546		—		—
FHLMC MBS		20,471		—		20,471		—		—
FNMA MBS		17,867		—		17,867		—		—
GNMA MBS		33,139		—		33,139		—		—
SBA loan pools		5,995		—		5,995		—		—
Total recurring assets at fair value		161,680		3,006		158,674		—		—

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.

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. generally accepted accounting principles. 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, 2015 and December 31, 2014 are included in the tables below.

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We also measure certain non-financial assets such as other real estate owned, 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, 2015 (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:	$	2,371	$	—	$	—	$	2,371
Acquired:		2,595		—		—		2,595
Total Impaired Loans		4,966		—		—		4,966
Other real estate owned:
Legacy:		475		—		—		475
Acquired:		741		—		—		741
Total other real estate owned:		1,216		—		—		1,216
Total	$	6,182	$	—	$	—	$	6,182

	At December 31, 2014 (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:	$	4,805	$	—	$	—	$	4,805
Acquired:		2,242		—		—		2,242
Total Impaired Loans		7,047		—		—		7,047
Other real estate owned:
Legacy:		475		—		—	$	475
Acquired:		1,977		—		—		1,977
Total other real estate owned:		2,452		—		—		2,452
Total	$	9,499	$	—	$	—	$	9,499

As of June 30, 2015 and December 31, 2014, we estimated the fair value of impaired assets using Level 3 inputs to be $6.2  million and $9.5 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 acquisition of Maryland Bankcorp and WSB Holdings, we have segmented the other real estate owned 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 and WSB or obtained as a result of loans originated by MB&T and WSB (acquired).

We use the following methodologies for estimating fair values of financial instruments that we do not measure on a recurring basis.  The estimated fair values of financial instruments equal the carrying value of the instruments except as noted.

Cash and Cash Equivalents - For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value because of the short maturities of these instruments.

Loans- We estimate the fair value of loans, segregated by type based on similar financial characteristics, by discounting future cash flows using current rates for which we would make similar loans to borrowers with similar credit histories.  We then adjust this calculated amount for any credit impairment.

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Loans held for Sale- Loans held for sale are carried at the lower of cost or market value.  The fair values of loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics.

Investment Securities- We base the fair values of investment securities upon quoted market prices or dealer quotes.

Equity Securities- Equity securities are considered restricted stock and are carried at cost which approximates fair value.

Bank Owned Life Insurance - The carrying amount of Bank Owned Life Insurance (“BOLI”) purchased on a group of officers is a reasonable estimate of fair value.  BOLI is an insurance product that provides an effective way to offset current employee benefit costs.

Accrued Interest Receivable and Payable- The carrying amount of accrued interest and dividends receivable on loans and investments and payable on borrowings and deposits approximate their fair values.

Interest bearing deposits-The fair value of demand deposits and savings accounts is the amount payable on demand.  We estimate the fair value of fixed maturity certificates of deposit using the rates currently offered for deposits of similar remaining maturities.

Non-Interest bearing deposits- The fair value of non-interest bearing accounts is the amount payable on demand at the reporting date.

Long and short term borrowings- The fair value of long and short term fixed rate borrowings is estimated by discounting the value of contractual cash flows using rates currently offered for advances with similar terms and remaining maturities.

Off-balance Sheet Commitments and Contingencies- Carrying amounts are reasonable estimates of the fair values for such financial instruments.  Carrying amounts include unamortized fee income and, in some cases, reserves for any credit losses from those financial instruments. These amounts are not material to our financial position.

Under ASC Topic 825, entities may choose to measure eligible financial instruments at fair value at specified election dates.  The fair value measurement option (i) may be applied instrument by instrument, with certain exceptions, (ii) is generally irrevocable and (iii) is applied only to entire instruments and not to portions of instruments.  We must report in earnings unrealized gains and losses on items for which we have elected the fair value measurement option at each subsequent reporting date.  We measure certain financial assets and financial liabilities at fair value on a non-recurring basis.  These assets and liabilities are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment.

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	June 30, 2015 (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	$	41,860	$	41,860	$	41,860	$	—	$	—
Loans receivable, net		1,008,618		1,019,417		—		—		1,019,417
Loans held for sale		6,362		6,657		—		6,657		—
Investment securities available for sale		151,180		151,180		3,003		148,177		—
Equity Securities at cost		3,566		3,566		—		3,566		—
Bank Owned Life Insurance		31,857		31,857		—		31,857		—
Accrued interest receivable		3,342		3,342		—		815		2,527
Liabilities:
Deposits:
Non-interest-bearing		275,953		275,953		—		275,953		—
Interest bearing		808,461		811,115		—		811,115		—
Short term borrowings		76,722		76,722		—		76,722		—
Long term borrowings		5,931		5,841		—		5,841		—
Accrued Interest payable		323		323		—		323		—

	December 31, 2014 (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	$	25,405	$	25,405	$	25,405	$	—	$	—
Loans receivable, net		926,573		935,397		—		—		935,397
Loans held for sale		4,548		4,754		—		4,754		—
Investment securities available for sale		161,680		161,680		3,006		158,674		—
Equity Securities at cost		5,812		5,812		—		5,812		—
Bank Owned Life Insurance		31,430		31,430		—		31,431		—
Accrued interest receivable		3,218		3,218		—		883		2,335
Liabilities:
Deposits:
Non-interest-bearing		260,914		260,914		—		260,914		—
Interest bearing		754,826		760,503		—		760,503		—
Short term borrowings		61,003		61,003		—		61,003		—
Long term borrowings		5,987		5,987		—		5,987		—
Accrued Interest payable		266		266		—		266		—

9.SHORT TERM BORROWINGS

Short term borrowings consist of promissory notes or overnight repurchase agreements sold to the Bank’s customers, federal funds purchased and advances from the FHLB. 

Securities Sold Under Agreements to Repurchase

To support the $26.7 million in repurchase agreements at June 30, 2015, we have provided collateral in the form of investment securities.  At June 30, 2015, we have pledged $33.1 million in U.S. government agency securities and mortgage-backed securities to customers who require collateral for overnights repurchase agreements and

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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.

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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.”

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.

Our primary business is to own all of the capital stock of Old Line Bank.  We also have an approximately $424 thousand investment in a real estate investment limited liability company named Pointer Ridge Office Investment, LLC (Pointer Ridge).  We own 62.5% of Pointer Ridge.  Frank Lucente, one of our directors and a director of Old Line Bank, controls 12.5% of Pointer Ridge and controls the manager of Pointer Ridge.  The purpose of Pointer Ridge is to acquire, own, hold for profit, sell, assign, transfer, operate, lease, develop, mortgage, refinance, pledge and otherwise deal with real property located at the intersection of Pointer Ridge Road and Route 301 in Bowie, Maryland.  Pointer Ridge owns a commercial office building containing approximately 40,000 square feet and leases this space to tenants.  We lease approximately 98% of this building for our main office and operate a branch of Old Line Bank from this address.

On April 1, 2011, we acquired Maryland Bankcorp, Inc. (Maryland Bankcorp), the parent company of Maryland Bank & Trust Company, N.A (MB&T) and on May 10, 2013, we acquired WSB Holdings, Inc. (WSB Holdings), the parent company of The Washington Savings Bank, F.S.B. (WSB).  These acquisitions created the fourth largest independent commercial bank based in Maryland, with assets of more than $1.1 billion and with 23 full service branches serving five counties at the time of the WSB acquisition.  As of December 31, 2014, we closed four of our branches that were in close proximity of existing branches leaving us 19 full service branches in our service area.

Summary of Recent Performance and Other Activities

Net loans held–for-investment increased $82.0 million and deposits increased $68.7 million during the six months ending June 30, 2015.  Our net income available to common stockholders increased $832 thousand, or 47.00%, to $2.6 million for the three months ended June 30, 2015, compared to net income of $1.8 million for the three months ended June 30, 2014.  Earnings were $0.25 per basic and $0.24 per diluted common share for the three months ended June 30, 2015, compared to $0.16 per basic and diluted common share for the same period in 2014.  The increase in net income is primarily the result of a $560 thousand increase in net interest income and a $1.5 million decrease in the provision for loan losses, partially offset by a decrease of $323 thousand in non-interest income and a $342 thousand increase in non-interest expenses.  Net income was $5.4 million for the six months ended June 30, 2015, compared with $3.6 million for the same six month period last year, an increase of $1.8 million, or 48.54%.  Earnings were $0.50 per basic and $0.49 per diluted common share for the six months ended June 30, 2015 compared to $0.33 per basic and diluted common share for the same period last year.  The increase in net income is primarily the result of an increase of $1.7 million in net interest income and  a decrease of $1.2 million in the provision for loan losses. 

The following highlights contain additional financial data and events that have occurred during the three and six months ended June 30, 2015:

· Net loans held-for-investment increased $44.9 million, or 4.66%, and $82.0 million, or 8.86%, for the three and six months ended June 30, 2015, to $1.0 billion at June 30, 2015 compared to $926.6 million at December 31, 2014, as a result of organic growth within our surrounding market area.  Average gross loans increased $48.0 million, or 5.03%, to $1.0 billion for the three month period ending June 30, 2015 compared to $954.9 million 31

during the three months ended March 31, 2015.  Average gross loans for the six month period increased $97.7 million, or 10.79%, to $1.0 billion compared to $905.2 million at December 31, 2014.

· Total assets increased $84.5 million, or 6.89%, since December 31, 2014.

· Non-performing assets decreased 65.36% to 0.38% of total assets at June 30, 2015 compared to 0.65% at December 31, 2014 and 1.20% at June 30, 2014. 

· The net interest margin during the three months ended June 30, 2015 was 4.01% compared to 4.28% for the same period in 2014.  Total yield on interest earning assets decreased to 4.42% for the three months ending June 30, 2015, compared to 4.67% for the same three month period last year.  Interest expense as a percentage of total interest-bearing liabilities was 0.54% for the three months ended June 30, 2015 compared to 0.50% for the same three month period of 2014.

· The net interest margin for the six months ended June 30, 2015 was 4.16% compared to 4.28% for the same six month period in 2014.  Total yield on interest earning assets decreased to 4.55% for the six months ending June 30, 2015, compared to 4.68% for the same six month period last year.  Interest expense as a percentage of total interest-bearing liabilities increased to 0.52% for the six months ended June 30, 2015 compared to 0.50% for the same six month period of 2014.

· The second quarter Return on Average Assets (ROAA) and Return on Average Equity (ROAE) were 0.80% and 7.58%, respectively, compared to ROAA and ROAE of 0.60% and 5.46%, respectively, for the second quarter of 2014.

· The ROAA and ROAE were 0.85% and 7.82%, respectively, for the six months ended June 30, 2015 compared to ROAA and ROAE of 0.62% and 5.70%, respectively, for the six months ending June 30, 2014.

· Total deposits grew by $68.7 million, or 6.76%, since December 31, 2014.

· We ended the second quarter of 2015 with a book value of $12.83 per common share and a tangible book value of $11.71 per common share compared to $12.51 and $11.38, respectively, at December 31, 2014.

· We maintained 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, 2015 compared to same periods in 2014 (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)
	2015			2014			$ Change		% Change
Net income available to common stockholders	$	2,601		$	1,769		$	832	47.03	%
Interest income		12,352			11,617			735	6.33
Interest expense		1,181			1,005			176	17.51
Net interest income before provision for loan losses		11,171			10,612			559	5.27
Provision for loan losses		86			1,544			(1,458)	(94.43)
Non-interest income		1,504			1,827			(323)	(17.68)
Non-interest expense		8,793			8,451			342	4.05
Average total loans		1,002,896			865,944			136,952	15.82
Average interest earning assets		1,161,092			1,035,068			126,024	12.18
Average total interest bearing deposits		765,328			768,880			(3,552)	(0.46)
Average non-interest bearing deposits		269,427			234,063			35,364	15.11
Net interest margin		4.01	%		4.28	%
Return on average equity		7.58	%		5.46	%
Basic earnings per common share	$	0.25		$	0.16		$	0.09	56.25
Diluted earnings per common share		0.24			0.16			0.08	50.00

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	Six months ended June 30,
	(Dollars in thousands)
	2015			2014			$ Change		% Change
Net income available to common stockholders	$	5,355		$	3,605		$	1,750	48.54	%
Interest income		24,860			22,989			1,871	8.14
Interest expense		2,227			2,018			209	10.36
Net interest income before provision for loan losses		22,633			20,971			1,662	7.93
Provision for loan losses		647			1,814			(1,167)	(64.33)
Non-interest income		3,298			3,241			57	1.76
Non-interest expense		17,446			17,449			(3)	(0.02)
Average total loans		979,017			858,553			120,464	14.03
Average interest earning assets		1,140,138			1,028,605			111,533	10.84
Average total interest bearing deposits		769,063			760,208			8,855	1.16
Average non-interest bearing deposits		266,306			231,603			34,703	14.98
Net interest margin (1)		4.16	%		4.28	%
Return on average equity		7.82	%		5.70	%
Basic earnings per common share	$	0.50		$	0.33		$	0.10	51.52
Diluted earnings per common share		0.49			0.33			0.09	48.48

Strategic Plan

We have based our strategic plan on the objective of enhancing stockholder value and growth through branching and operating profits.  Our short term goals include continuing the growth of the loan and deposit portfolios, collecting payments on non-accrual and past due loans, profitably disposing of certain acquired loans and other real estate owned, enhancing and maintaining credit quality, maintaining an attractive branch network, expanding fee income, generating extensions of core banking services, and using technology to maximize stockholder value.  Consistent with our strategic plan, during the past three years, we have expanded organically in Montgomery County, and through acquisition in Charles County, Prince George’s County and Anne Arundel County, Maryland.  We have also entered into the residential mortgage business through the WSB merger.

We use the Internet and technology to augment our growth plans.  Currently, we offer our customers image technology, Internet and mobile banking with online account access and bill payer service. 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.

We may 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 such as we have done with Maryland Bankcorp and WSB Holdings.

Although the current economic climate continues to present significant challenges for our industry, we have worked diligently towards our goal of becoming the premier community bank in the Washington, D.C. market, including through the branches we acquired in the WSB acquisition and the attendant increased penetration into the Charles, Prince George’s and Anne Arundel County markets.  While we are uncertain about the pace of economic growth or the impact of the current political environment, and we believe that the weak job market and growing national debt will continue to dampen the economic climate, 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.   We believe that we are well positioned to capitalize on the opportunities that may become available in the current economy as well as a healthier economy.

If the Federal Reserve maintains the federal funds rate at current levels and the economy remains stable, we believe that we can continue to grow total loans and deposits during the remainder of 2015.  As a result of this growth and expected continued strength in the net interest margin, we expect that net interest income will continue to increase during the remainder of 2015, although there can be no guarantee that this will be the case.

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.

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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, 2014, 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, 2015.

Results of Operations for the Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014.

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 provision for loan losses for the three months ended June 30, 2015 increased $600 thousand, or 5.3%, to $11.2 million from $10.6 million for the same period in 2014.  As outlined in detail in the Rate/Volume Variance Analysis, this increase was the result of an increase in total interest income resulting primarily from an increase in the volume of our average loans,  partially offset by an increase in our average interest-bearing liabilities.  The net effect of fair value accretion/amortization on acquired loans affects the net interest income, primarily due to payoffs on such acquired loans.  Payoffs during the three months ended June 30, 2015 contributed a one basis point increase in interest income, as compared to 13 basis points for the three month ending June 30, 2014.  The fair value accretion recorded on acquired deposits affects interest expense.  The benefit from accretion on such deposits decreased by five basis points as compared to the same three month period of 2014.  Average interest earning assets increased $126.0 million, primarily as a result of strong loan growth, partially offset by a decrease in our investment securities. Average interest-bearing liabilities increased $72.9 million for the three months ended June 30, 2015 compared to three months ended June 30, 2014.  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.

Total interest income increased $735 thousand, or 6.3%, to $12.4 million during the three months ended June 30, 2015 compared to $11.6 million during the three months ended June 30, 2014, as a result of an increase in interest and fees on loans,  partially offset by a decrease in the interest earned on investment securities.  The increase in interest and fees on loans is a result of a $137.0 million increase in our average loans for the three months ended June 30, 2015 compared to the same period in 2014. The average yield on net loans decreased to 4.70% for the three months ended June 30, 2015 from 4.99% during the three months ended June 30, 2014 due to the competitive rate environment and re-pricing of our loan portfolio.  We increased interest income and net interest income by growing our total average interest earning assets by $126.0 million or 12.18% to $1.2 billion for the three months ended June 30, 2015 from $1.0 billion for the three months ended June 30, 2014.  The increase in total interest earning assets is due to organic loan growth.    Accretion on acquired loans also contributed to interest income and net interest income.  The decrease in interest earned on investment securities is a result of decreases in both the average balance of investment securities and the yield on these assets.  The average balance of investment securities decreased by $8.5 million, or 5.01% to $161.9 million during the three months ended June 30, 2015 from $170.4 million during the same period last year, and the average yield decreased to 2.56% during the three months ended June 30, 2015 from 3.00% during the same period in 2014.    The decrease in the average amount and yield of our investment securities is due to the calls on five municipal securities and one agency security that matured during the quarter ended June 30, 2015, primarily allowing cash flow from these calls, maturities and scheduled payments to be reinvested in loans instead of securities. 

Total interest expense increased $176 thousand, or 17.48%, to $1.2 million during the three months ended June 30, 2015 from $1.0 million for the same period in 2014,  primarily as a result of the increase in the average balance, and to a lesser extent the average rate, of interest bearing liabilities.  The average rate paid on interest bearing deposits increased to 0.54% during the three months ended June 30, 2015 from 0.45% the same three month period last year, primarily due to the increase in the rates offered on other time deposits. The average interest rate paid on all interest bearing liabilities increased to 0.54% during the three months ended June 30, 2015 compared to 0.50% during the three months ended June 30, 2014.   Average interest bearing liabilities increased $72.9 million, or 9.01%, to $882.9 million for the three months ended June 30, 2015 from $810.0 million for the three months ended June 30, 2014, primarily as a result of a $76.5 million, or 186.11%, increase in our average borrowings, offsetting a decrease in our interest bearing deposits of $3.6 million, or 0.47% for the three months ending June 30, 2015 compared to the same three months last year. 

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The increase in our average borrowings is due to additional liquidity needed to fund new loan originations.  Also, during the quarter ended June 30, 2015,  we had a temporary non-recurring withdrawal on a business deposit account for $75 million. The account holder has re-deposited the full amount of the withdrawal; however, the temporary withdrawal as well as an increase of $45.0 million in new loan originations increased our average borrowings.  These borrowings were in the form of short term advances from the Federal Home Loan Bank (FHLB).

Non-interest bearing deposits allow us to fund growth in interest earning assets at minimal cost.  As a result of the growth generated primarily from our branch network and also from the efforts of our commercial loan officers in working with loan clients to move their commercial deposits to Old Line Bank, average non-interest bearing deposits increased $35.4 million to $269.4 million for the three months ended June 30, 2015, compared to $234.1 million for the three months ended June 30, 2014.

Our net interest margin was 4.01% for the three months ended June 30, 2015 compared to 4.28%  for the three months ended June 30, 2014.  The yield on average interest earning assets decreased 25 basis points for the period from 4.67% for the quarter ended June 30, 2014 to 4.42% for the quarter ended June 30, 2015.  Re-pricing in the loan portfolio contributes to the reduction as does the strong growth in the loan portfolio.  New loans are generally being originated at yields that are lower than the average portfolio yield as a result of the prolonged low rate environment.     We have been able to maintain our core net interest margin over the past year even though the prolonged low interest rate environment has resulted in downward pressure on asset yields. Our growth in loans continues to result in favorable volume component change and overall change.

During the three months ended June 30, 2015 and 2014, we continued to successfully collect payments on acquired loans that we had recorded at fair value according to ASC 310-20 and ASC 310-30, which resulted in a positive impact in interest income. Total accretion decreased by  $435 thousand for the period ended June 30, 2015, as 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,
	2015				2014
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	(3,114)	—	%	$	(3,509)	—	%
Mortgage loans		35,386	0.01			344,403	0.13
Consumer loans		4,298	—			6,338	—
Interest bearing deposits		37,677	0.01			162,452	0.06
Total accretion (amortization)	$	74,247	0.02	%	$	509,684	0.19	%

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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 three months ended June 30, 2015 and 2014, 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
	2015						2014
	Average						Average
Three months ended  June 30,	balance		Interest		Yield		balance		Interest		Yield
Assets:
Interest bearing deposits (1)	$	914,076	$	190	0.08		$	4,024,265	$	1,659	0.17
Investment securities (1)(2)
U.S. Treasury		3,000,450		2,799	0.37			2,869,373		15,709	2.20
U.S. government agency		39,550,224		140,387	1.42			38,424,633		153,512	1.60
Mortgage backed securities		73,110,402		350,544	1.92			69,099,635		360,480	2.09
Municipal securities		41,079,942		491,891	4.80			55,691,795		643,187	4.63
Other equity securities		5,117,703		45,569	3.57			4,304,196		101,472	9.46
Total investment securities		161,858,721		1,031,190	2.56			170,389,632		1,274,360	3.00
Loans(1)
Commercial		136,097,742		1,312,704	3.87			126,568,823		1,315,555	4.17
Mortgage real estate		857,687,731		10,311,174	4.82			728,664,683		9,301,557	5.12
Consumer		9,110,583		128,665	5.66			10,710,532		159,495	5.97
Total loans		1,002,896,056		11,752,543	4.70			865,944,038		10,776,607	4.99
Allowance for loan losses		4,576,511		—				5,290,130		—
Total loans, net of allowance		998,319,545		11,752,543	4.72			860,653,908		10,776,607	5.03
Total interest earning assets(1)		1,161,092,342		12,783,923	4.42			1,035,067,805		12,052,626	4.67
Non-interest bearing cash		37,463,216						39,297,001
Premises and equipment		33,865,762						34,679,042
Other assets		65,683,005						74,785,186
Total assets(1)		1,298,104,325						1,183,829,034
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		91,333,862		27,645	0.12			90,253,020		38,038	0.17
Money market and NOW		303,598,740		160,017	0.21			321,216,303		193,064	0.24
Other time deposits		370,395,193		833,898	0.90			357,410,354		625,537	0.70
Total interest bearing deposits		765,327,795		1,021,560	0.54			768,879,677		856,639	0.45
Borrowed funds		117,595,112		159,707	0.54			41,102,469		148,918	1.45
Total interest bearing liabilities		882,922,907		1,181,267	0.54			809,982,146		1,005,557	0.50
Non-interest bearing deposits		269,427,296						234,063,213
		1,152,350,203						1,044,045,359
Other liabilities		7,866,395						9,603,037
Non-controlling interest		252,293						270,521
Stockholders’ equity		137,635,434						129,910,117
Total liabilities and stockholders’ equity	$	1,298,104,325					$	1,183,829,034
Net interest spread(1)					3.88						4.17
Net interest margin(1)			$	11,602,656	4.01	%			$	11,047,069	4.28	%

(1) Interest revenue 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 revenue and expense resulting from changes in average balances and average rates for the three months ended June 30, 2015 and 2014.  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,
	2015 compared to 2014
	Variance due to:
	Total		Rate		Volume
Interest earning assets:
Federal funds sold(1)	$	(1,468)	$	(1,018)	$	(450)
Interest bearing deposits		(1)		(11)		10
Investment Securities(1)
U.S. treasury		(12,910)		(13,599)		689
U.S. government agency		(13,125)		(17,462)		4,337
Mortgage backed securities		(9,936)		(29,954)		20,018
Municipal securities		(151,296)		23,163		(174,459)
Other		(55,903)		(72,318)		16,415
Loans:(1)
Commercial		(2,851)		(98,424)		95,573
Mortgage		1,009,617		(565,063)		1,574,680
Consumer		(30,830)		(7,865)		(22,965)
Total interest revenue (1)		731,297		(782,551)		1,513,848
Interest bearing liabilities
Savings		(10,393)		(10,843)		450
Money market and NOW		(33,047)		(22,860)		(10,187)
Other time deposits		208,361		184,902		23,459
Borrowed funds		10,789		(136,661)		147,450
Total interest expense		175,710		14,538		161,172
Net interest income(1)	$	555,587	$	(797,089)	$	1,352,676

(1) Interest revenue 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.”

Provision for Loan Losses.  The provision for loan losses for the three months ended June 30, 2015 was $86 thousand, a decrease of $1.5 million, compared to $1.5 million for the three months ended June 30, 2014.  Our provision for loan losses decreased for the three months ended June 30, 2015 primarily due to one commercial/hotel loan that was placed on non-accrual status during the first quarter of 2014 that required an additional $1.4 million reserve, which sold at foreclosure during the third quarter of last year, as well as improvements in our asset quality. 

Management identified probable losses in the loan portfolio and recorded charge-offs of $359 thousand for the three months ended June 30, 2015, compared to $137 thousand for the three months ended June 30, 2014.   Recoveries of $73 thousand were recognized for the three months ending June 30, 2015 compared to $35 thousand for the same three month period in 2014.

The allowance for loan losses to gross loans held-for-investment was 0.44% and 0.46%, and the non-accrual loans to the allowance for loan losses was 76.64% and 121.61%, at June 30, 2015 and December 31, 2014, respectively.  The decrease in the allowance for loan losses as a percentage of gross loans held-for-investment was the result of the decrease in our specific reserves on acquired impaired loans.  The decrease in the allowance for loan losses to non-accrual loans is primarily the result of a reduction in our non-accrual loans. 

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Non-interest Income.  Non-interest income totaled $1.5 million for the three months ended June 30, 2015, a decrease of $323 thousand, or 17.65%, from the corresponding period of 2014 amount of $1.8 million.

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

	Three months ended
	June 30,
	2015		2014		$ Change		% Change
Service charges on deposit accounts	$	441,382	$	493,482	$	(52,100)	(10.56)
Gain on sale of investment securities		3,924		129,911		(125,987)	(96.98)
Earnings on bank owned life insurance		249,421		246,371		3,050	1.24
Pointer Ridge rent and other revenue		155,244		110,437		44,807	40.57
Rental income		209,568		195,407		14,161	7.25
Gain/(loss) on sale of assets		—		17,919		(17,919)	(100.00)
Income on marketable loans		484,635		335,444		149,191	44.48
Other fees and commissions		(39,784)		297,943		(337,727)	(113.35)
Total non-interest revenue	$	1,504,390	$	1,826,914	$	(322,524)	(17.65)

Non-interest income decreased primarily as a result of decreases in other fees and commissions, gain on sale of investment securities, and service charges on deposit accounts, offsetting an increase in gain on sale of loans. 

Other fees and commissions decreased primarily due to recoveries of $125 thousand on loans that were previously charged-off prior to the merger with WSB Holdings, Inc. that were recognized in 2014.  Other fees and commissions also included letter of credit fees of approximately $80 thousand received during the 2014 quarter.  The decrease on the gain on the sale of investment securities is the result of re-positioning the investment portfolio during the second quarter of 2014.  Service charges on deposit accounts decreased as a result of lower overdraft and ATM fees compared to the same three month period last year.  The residential mortgage division increased the income on marketable loans due to the gains recorded on the sale of $30.6 million in residential mortgage loans sold in the secondary market compared to $12.9 million for the same three month period last year.  Also included in income on marketable loans is income recognized on loans that have rate lock agreements for loans sold in the secondary market.

Non-interest Expense.  Non-interest expense increased $342 thousand, or 4.05% for the three months ended June 30, 2015 compared to the three months ended June 30, 2014.

The following chart outlines the changes in non-interest expenses for the period.

	Three months ended
	June 30,
	2015		2014		$ Change		% Change
Salaries and benefits	$	4,331,572	$	4,010,187	$	321,385	8.01
Occupancy and equipment		1,338,660		1,436,564		(97,904)	(6.82)
Data processing		367,190		312,042		55,148	17.67
FDIC insurance and State of Maryland assessments		251,993		233,575		18,418	7.89
Merger and integration		—		—		—	—
Core deposit premium		193,766		212,214		(18,448)	(8.69)
Pointer Ridge other operating		57,694		50,233		7,461	14.85
(Gain) loss on sale of other real estate owned		9,169		(79,127)		88,296	(111.59)
OREO expense		75,552		112,659		(37,107)	(32.94)
Director Fees		160,200		120,900		39,300	32.51
Network services		195,447		174,914		20,533	11.74
Telephone		160,901		167,442		(6,541)	(3.91)
Other operating		1,650,806		1,699,083		(48,277)	(2.84)
Total non-interest expenses	$	8,792,950	$	8,450,686	$	342,264	4.05

The increase in non-interest expenses during the three months ended June 30, 2015, as compared to the same period of 2014, was mainly attributable to increases in salaries and benefits and losses on the sale of other real estate owned, partially offset by a decrease in occupancy and equipment and other real estate owned expenses.  Salaries and

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benefits increased $321 thousand, of which included approximately $158 thousand resulting from additional information technology and risk management personnel added to enhance our operations due to the increasingly complex compliance and regulatory environment.  Occupancy and equipment expenses decreased as a result of the previously-announced branch closings during 2014.  Losses on the sale of one other real estate owned property during the three months ended June 30, 2015 resulted in a net loss of $9 thousand compared to a net gain of $79 thousand on the sale of three properties for the comparable period last year. 

Income Taxes.  We had an income tax expense of $1.2 million  (31.48% of pre-tax income) for the three months ended June 30, 2015 compared to an income tax expense of $688 thousand (28.16% of pre-tax income) for the same period in 2014.  The effective tax rate increased due to an increase in our taxable income related to loan interest and a decline in interest on municipal securities as a percentage of total pre-tax income compared to the same period last year.

Net Income Available to Common Stockholders.  Net income available to common stockholders was $2.6 million or $0.25 per basic and $0.24 per diluted common share for the three month period ending June 30, 2015 compared to $1.8 million, or $0.16 per basic and diluted common share, for the same period in 2014.  The increase in net income available to common stockholders for the 2015 period was primarily the result of the increase of $560 thousand in net interest income and a $1.5 million decrease in the provision for loan losses, partially offset by a decrease of $323 thousand in non-interest income and a $342 thousand increase in non-interest expenses.

Results of Operations for the six months ended June 30, 2015 compared to six months ended June 30, 2014.

Net Interest Income.  Net interest income before provision for loan losses for the six months ended June 30, 2015 increased $1.7 million or  7.93% to $22.6 million from $21.0  million for the same period in 2014.  As outlined in detail in the Rate/Volume Variance Analysis, this increase was primarily the result of an increase in total interest income resulting from an increase in average interest earning assets, partially offset by a decrease in yield on such assets and an increase in the both the volume and rate on our interest bearing liabilities.  Average interest earning assets compared to the same six month period last year increased $111.5 million primarily due to organic loan growth, partially offset by a decrease in investment securities.  A competitive rate environment and re-pricing of our loan portfolio resulted in decreases in the yield on interest earning assets to 4.55% during the six months ended June 30, 2015, compared to 4.68% for the six months ended June 30, 2014.  Average interest-bearing liabilities increased $57.8 million for the six months ended June 30, 2015 compared to the six months ended June 30, 2014. The rate on such liabilities increased to 0.52% for the 2015 period compared to 0.50% for the same six month period in 2014.   We continue to adjust the mix and volume of interest earning assets and liabilities on the balance sheet to maintain a strong net interest margin.

The net effect of fair value accretion/amortization on acquired loans affects the net interest income, primarily due to payoffs on such acquired loans.  Payoffs during the six months ended June 30, 2015 contributed an 11 basis point increase in the yield on earning assets, as compared to 12 basis points for the six months ending June 30, 2014.  The fair value accretion recorded on acquired deposits affects interest expense.  The benefit from accretion on such deposits decreased by five basis points as compared to the same six month period of 2014.  

Total interest income increased $1.9 million, or 8.1%, to $24.9 million during the six months ended June 30, 2015 compared to $23.0 million during the three months ended June 30, 2014, as a result of an increase in interest and fees on loans, partially offset by a decrease in the interest earned on investment securities.  The increase in interest and fees on loans is a result of a $120.5 million increase in our average loans for the six months ended June 30, 2015 compared to the same period in 2014. The average yield on net loans decreased to 4.86% for the six months ended June 30, 2015 from 5.00% during the six months ended June 30, 2014.  We increased interest income and net interest income increased by growing our total average interest earning assets by $111.5 million or 10.9% to $1.1 billion for the six months ended June 30, 2015 from $1.0 billion for the six months ended June 30, 2014.  The increase in total interest earning assets is due to organic loan growth.  Accretion on acquired loans also contributed to the increase in interest income and net interest income, as described above.  The decrease in interest earned on investment securities is a result of decreases in both the average balance of investment securities and the yield on these assets.  The average balance of investment securities decreased by $8.3 million, or 4.79% to $164.2 million during the six months ended June 30, 2015 from $172.5 million during the same period last year, and the average yield decreased to 2.60% during the six months ended June 30, 2015 from 3.03% during the same period in 2014.  The decrease in the average amount of our investment securities is due to the redeployment of cash flows from calls, maturities and scheduled repayments into the loan portfolio.  Also, during the

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six months ending June 30, 2014, we sold investment securities that had longer durations, as part of managing our interest rate risk and used a portion of the proceeds from such sales to purchase mortgage-backed securities with shorter durations.  There were no such sales during the six months ended June 30, 2015.

Total interest expense increased $209 thousand, or 10.35%, to $2.2 million during the six months ended June 30, 2015 from $2.0 million for the same period in 2014, primarily as a result of the increase in the average balance of interest bearing liabilities, principally borrowings; an increase in the average rate paid on such liabilities had a small additional impact on the total increase in interest expense.  The average interest rate paid on all interest bearing liabilities increased to 0.52% during the six months ended June 30, 2015 compared to 0.50% during the six months ended June 30, 2014, as a result of an increase in the average rate paid on time deposits, which increased to 0.86% during the six months ended June 30, 2015 from 0.74% during the same period last year, partially offset by decreases in the rate paid on other interest bearing liabilities.  The increase in the average balance on our borrowed funds during the period offset the impact of the decrease in the average rate paid on these borrowings.  The average balance of interest bearing liabilities increased $57.8 million or 7.17% to $864.3 million during the six months ended June 30, 2015 from $806.6 million during the six months ended June 30, 2014, primarily as a result of an increase in our average borrowings.   Borrowings increased due to liquidity needed to fund the increase of $120.5 million in our average loan portfolio as well as the need to temporarily replace funds withdrawn by a large depositor in the second quarter of 2015.  Those funds were redeposited by that customer as of the end of the quarter.  

Our net interest margin was 4.16% for the six months ended June 30, 2015 compared to 4.28% for the six months ended June 30, 2014.  The yield on average interest earning assets decreased 13 basis points during the period from 4.68% for the six months ended June 30, 2014  to 4.55% for the six months ended June 30, 2015. Re-pricing in the loan portfolio and lower average yields on new loans caused the average loan yield to decline. 

During the six months ended June 30, 2015 and 2014, we continued to successfully collect payments on acquired loans that we had recorded at fair value according to ASC 310-20 and ASC 310-30, which contributed to the. $646 thousand of total accretion recorded during the six months ended June 30, 2015 as compared to $647 thousand recorded during 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 benefit of accretion on net interest margin decreased for the six months ending June 30, 2015 as compared to the six months ending June 30, 2014 primarily due to lower fair value accretion in 2015 on interest bearing deposits acquired in the WSB acquisition.  We expect that the impact of accretion will continue to decline as time elapses from the acquisition dates. The accretion impacted the yield on loans and increased the net interest margin during these periods as follows:

	Six months ended June 30,
	2015				2014
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	5,576	—	%	$	3,959	—	%
Mortgage loans		624,653	0.11			631,929	0.12
Consumer loans		15,689	—			10,973	—
Interest bearing deposits		74,940	0.01			291,779	0.06
Total accretion	$	720,858	0.12	%	$	938,640	0.18	%

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The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the six months ended June 30, 2015 and 2014, 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
	2015						2014
	Average						Average
Six months ended June 30,	balance		Interest		Yield		balance		Interest		Yield
Assets:
Federal funds sold (1)	$	138,801	$	362	0.53	%	$	2,666,737	$	2,041	0.15	%
Interest bearing deposits		1,273,003		11	—			29,028		14	0.10
Investment securities (1)(2)
U.S. Treasury		3,000,538		5,572	0.37			2,139,399		16,599	1.56
U.S. government agency		39,699,617		281,432	1.43			37,371,962		313,168	1.69
Mortgage backed securities		74,789,433		723,554	1.95			69,819,027		738,352	2.13
Municipal securities		41,572,234		996,770	4.84			58,406,996		1,347,252	4.65
Other equity securities		5,185,211		110,268	4.20			4,765,028		177,867	7.53
Total investment securities		164,247,033		2,117,596	2.60			172,502,412		2,593,238	3.03
Loans(1)
Commercial		136,663,909		2,648,341	3.91			126,478,497		2,625,542	4.19
Mortgage real estate		832,998,433		20,683,163	5.01			721,126,902		18,332,025	5.13
Consumer		9,354,867		271,625	5.86			10,947,682		321,513	5.92
Total loans		979,017,209		23,603,129	4.86			858,553,081		21,279,080	5.00
Allowance for loan losses		4,537,841		—				5,146,488		—
Total loans, net of allowance		974,479,368		23,603,129	4.88			853,406,593		21,279,080	5.03
Total interest earning assets(1)		1,140,138,205		25,721,098	4.55			1,028,604,770		23,874,373	4.68
Non-interest bearing cash		36,062,528						37,729,348
Premises and equipment		34,118,569						34,789,733
Other assets		66,614,782						75,059,170
Total assets(1)		1,276,934,084						1,176,183,021
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		90,346,169		54,388	0.12			88,580,625		74,304	0.17
Money market and NOW		315,068,141		321,199	0.21			309,926,453		354,983	0.23
Other time deposits		363,648,231		1,556,929	0.86			361,700,679		1,321,654	0.74
Total interest bearing deposits		769,062,541		1,932,516	0.51			760,207,757		1,750,941	0.46
Borrowed funds		95,282,146		294,423	0.62			46,353,031		267,194	1.16
Total interest bearing liabilities		864,344,687		2,226,939	0.52			806,560,788		2,018,135	0.50
Non-interest bearing deposits		266,305,809						231,603,191
		1,130,650,496						1,038,163,979
Other liabilities		8,011,171						10,205,059
Non-controlling interest		255,267						277,938
Stockholders’ equity		138,017,150						127,536,045
Total liabilities and stockholders’ equity	$	1,276,934,084					$	1,176,183,021
Net interest spread(1)					4.03						4.18
Net interest margin(1)			$	23,494,159	4.16	%			$	21,856,238	4.28	%

(1) Interest revenue 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.

The following table describes the impact on our interest revenue and expense resulting from changes in average balances and average rates for the six months ended June 30, 2015 and 2014.  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.

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Rate/Volume Variance Analysis

	Six months ended June 30,
	2015 compared to 2014
	Variance due to:
	Total		Rate		Volume
Interest earning assets:
Federal funds sold(1)	$	(1,679)	$	1,578	$	(3,257)
Interest bearing deposits		(3)		(27)		24
Investment Securities(1)
U.S. treasury		(11,027)		(15,978)		4,951
U.S. government agency		(31,736)		(50,668)		18,932
Mortgage backed securities		(14,798)		(66,341)		51,543
Municipal securities		(350,482)		51,683		(402,165)
Other		(67,599)		(82,151)		14,552
Loans:(1)
Commercial		22,799		(182,379)		205,178
Mortgage		2,351,138		(446,858)		2,797,996
Consumer		(49,888)		(3,487)		(46,401)
Total interest revenue (1)		1,846,725		(794,628)		2,641,353
Interest bearing liabilities
Savings		(19,916)		(21,387)		1,471
Money market and NOW		(33,784)		(39,729)		5,945
Other time deposits		235,275		227,990		7,285
Borrowed funds		27,229		(164,747)		191,976
Total interest expense		208,804		2,127		206,677
Net interest income(1)	$	1,637,921	$	(796,755)	$	2,434,676

(1) Interest revenue 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.”

Provision for Loan Losses.  The provision for loan losses for the six months ended June 30, 2015 was $647 thousand, a decrease of $1.2 million compared to $1.8 million for the six months ended June 30, 2014.  Management identified probable losses in the loan portfolio and recorded charge-offs of $598 thousand for the six months ended June 30, 2015, compared to $468 thousand for the six months ended June 30, 2014.  Recoveries were $105 thousand for the six months ended June 30, 2015 compared to $50 thousand for the comparable six months in 2014.

The decrease in our provision for loan losses during the six months ended June 30, 2015 compared to the same period last year is primarily due to one commercial/hotel loan that was placed on nonaccrual status during the first quarter of 2014 that required an additional provision of $1.4 million to reserve.  The collateral was sold at foreclosure during the third quarter of last year, and the charge-off was taken in that period.  Another factor that contributed to the lower provision was the continued improvements in our asset quality. 

The allowance for loan losses to gross loans held-for-investment was 0.44% and 0.46%, and the non-accrued loans to the allowance for loan losses was 76.64% and  121.61%, at June 30, 2015 and December 31, 2014, respectively.  The decrease in the allowance for loan losses to gross loans held-for-investment is primarily due to a change in our historical loss factors primarily in the commercial real estate portfolio.    

Non-interest income.  Non-interest income totaled $3.3 million for the six months ended June 30, 2015, an increase of $57 thousand, or 1.76%, from the corresponding period of 2014 amount of $3.2 million.

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

	Six months ended
	June 30,
	2015		2014		$ Change		% Change
Service charges on deposit accounts	$	856,584	$	945,078	$	(88,494)	(9.36)
Gain on sales or calls of investment securities		64,618		129,911		(65,293)	(50.26)
Earnings on bank owned life insurance		497,805		489,978		7,827	1.60
Gain on the sale of stock		—		96,993		(96,993)	(100.00)
Gain/(loss) on disposal of assets		19,975		114,912		(94,937)	(82.62)
Pointer Ridge rent and other revenue		277,482		198,500		78,982	39.79
Rental income		418,348		395,944		22,404	5.66
Gain on sale of loans		1,048,517		392,338		656,179	167.25
Other fees and commissions		114,497		477,241		(362,744)	(76.01)
Total non-interest revenue	$	3,297,826	$	3,240,895	$	56,931	1.76

Non-interest income increased primarily as a result of increases in gain on sale of loans and rental income, Pointer Ridge rent and other revenue, partially offset by decreases in gain on sale of stock, gain on the disposal of assets, gain on sale or calls of investment securities, other fees and commissions and service charges on deposit accounts.  The increase in the gain on the sale of loans is attributable to the revenues earned on loans sold in the secondary market during the six month period of 2015 compared to the same six month period last year.  The residential mortgage division sold $54.6 million loans in the secondary market during the 2015 period compared to $21.1 million for the same six month period last year.  Pointer Ridge rent and other revenue increased due to a reduction in the rental expenses associated with the Pointer Ridge building and slightly higher rental fees.  Rental income slightly increased as the result of the additional rent received due to an additional tenant in the building at 4201 Mitchellville Road, Bowie, Maryland, which we acquired in the WSB Holdings merger.   The decrease in the gain on the sale of stock was due to the sale of our Sallie Mae equity security during the 2014 period, and the decrease in the sale on the disposal of assets is the result of one of our company vehicles that was sold during the 2014 period.  Service charges on deposit accounts decreased as a result of lower overdraft and ATM fees compared to the same period last year.  Other fees and commissions decreased primarily due to letter of credit fees and recoveries on acquired loans that were previously charged-off prior to the mergers with WSB Holdings and Maryland Bancorp.  We experienced a decline in gain on sales or calls of investment securities due to no sales of investment securities for the six months ending June 30, 2015 compared to the sale of approximately $27 million of our investment securities for a gain of $130 thousand during the six month period ending June 30, 2014.  The gain of $65 thousand for the six months ending June 30, 2015 is due to calls on five municipal bonds and one agency security that matured during the 2015 period.

Non-Interest Expense.  Non-interest expense decreased $3 thousand or 0.02% for the six months ended June 30, 2015 compared to the six months ended June 30, 2014.

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The following chart outlines the changes in non-interest expenses for the period.

	Six months ended
	June 30,
	2015		2014		$ Change		% Change
Salaries and benefits	$	8,510,468	$	8,906,286	$	(395,818)	(4.44)
Occupancy and equipment		2,738,536		3,022,735		(284,199)	(9.40)
Data processing		719,250		619,202		100,048	16.16
FDIC insurance and State of Maryland assessments		500,886		452,096		48,790	10.79
Merger and integration		—		29,167		(29,167)	(100.00)
Core deposit premium		403,883		440,764		(36,881)	(8.37)
Pointer Ridge other operating		109,313		102,254		7,059	6.90
(Gain) loss on sale of other real estate owned		143,923		(282,195)		426,118	(151.00)
OREO expense		195,753		195,725		28	0.01
Director Fees		330,200		240,600		89,600	37.24
Network Services		377,110		374,502		2,608	0.70
Telephone		325,837		334,600		(8,763)	(2.62)
Other operating		3,090,932		3,013,349		77,583	6.20
Total non-interest expenses	$	17,446,091	$	17,449,085	$	(2,994)	(0.02)

Non-interest expenses decreased $3 thousand for the six month period ending June 30, 2015 compared to the same six month period last year.  Salaries and benefits decreased due to severance payments in the 2014 period that were associated with merger related staffing reductions.  Occupancy and equipment expenses decreased for the six month period as a result of the closure of four of our branches at December 31, 2014.  Losses on the sale of four other real estate owned properties during the six months ended June 30, 2015 resulted in a net loss of $144 thousand compared to a net gain of $282 thousand on the sale of six properties for the comparable six month period last year.  Data processing costs increased due to enhancements in our data processing environment.  FDIC insurance increased as a result of an increase in our assets and our deposit base.  While other non-interest expenses increased for the 2015 period, this expense includes outsourced services that we are moving in-house to information technology and risk management personnel in the third or fourth quarter of this year.  These changes will be more cost effective as well as allow for enhanced internal monitoring.  Therefore, we expect these expenses to decrease in the future, although this will increase our salary and benefit expenses as we hire new personnel to administer these functions.

Income Taxes.  We had an income tax expense of $2.5 million (31.78% of pre-tax income) for the six months ended June 30, 2015 compared to an income tax expense of $1.4 million (27.87% of pre-tax income) for the same period in 2014.  Taxes were higher during the 2015 period primarily because income increased and the percentage of income related to tax-exempt securities was lower as compared to the same six months last year.

Net income available to common stockholders.  Net income available to common stockholders was $5.4 million or $0.50 per basic and $0.49 per diluted common share for the six month period ending June 30, 2015 compared to net income available to common stockholders of $3.6 million, or $0.33 per basic and diluted common share, for the same period in 2014.  The increase in net income available to common stockholders for the 2015 period was primarily the result of the increases of $1.7 million in net interest income and $57 thousand in non-interest income and decreases of $1.2 million in the provision for loan losses and $3 thousand in non-interest expenses.

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, securities issued by states, counties and municipalities, mortgage backed securities, and certain equity securities, including FHLB stock, Maryland Financial Bank stock and Atlantic Central Bankers Bank stock.  We have prudently managed our investment portfolio to maintain liquidity and safety.  The portfolio provides a source of liquidity, 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 these securities at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders’ equity, net of income tax effects.  We

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account for investment securities when classified in the held to maturity category at amortized cost.  Although we will occasionally sell a security, generally, we invest in securities for the yield they produce and not to profit from trading the securities.  We continually evaluate the investment portfolio to ensure the portfolio is adequately diversified, provides sufficient cash flow and does not subject us to undue interest rate risk. There are no trading securities in the portfolio.

The investment securities at June 30, 2015 amounted to $151.2 million, a decrease of $10.5 million, or 6.50%, from the December 31, 2014 amount of $161.7 million.  As outlined above, at June 30, 2015, all securities are classified as available for sale.

The fair value of available for sale securities included net unrealized losses of $419 thousand at June 30, 2015 (reflected as $254 thousand in stockholders’ equity after deferred taxes) as compared to net unrealized loss of $243 thousand  (reflected as $147 thousand net of taxes) at December 31, 2014.  The increase in the net unrealized loss is due to the decrease in the market interest rates which reduced bond values.  We have evaluated securities with unrealized losses for an extended period of time and determined that these 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 $82.0 million or 8.86% to $1.0 billion at June 30, 2015 from $926.6 million at December 31, 2014.  Commercial real estate loans increased by $65.7 million, residential real estate loans increased by $16.3 million, commercial and industrial loans increased by $1.1 million and consumer loans decreased $934 thousand from their respective balances at December 31, 2014.  The loan growth during the period was primarily due to the new commercial real estate originations resulting from our enhanced presence in our market area.  The decrease in our consumer loans is the result of loan pay-downs during the period.

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

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

	June 30, 2015						December 31, 2014
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total
Commercial Real Estate
Owner Occupied	$	198,913,857	$	26,828,620	$	225,742,477	$	192,723,718	$	27,891,137	$	220,614,855
Investment		261,784,146		39,936,338		301,720,484		208,766,058		41,624,825		250,390,883
Hospitality		83,276,238		8,148,412		91,424,650		76,342,916		8,319,644		84,662,560
Land and A&D		42,763,523		4,729,491		47,493,014		40,260,506		4,785,753		45,046,259
Residential Real Estate
First Lien-Investment		62,284,662		19,776,766		82,061,428		49,578,862		24,185,571		73,764,433
First Lien-Owner Occupied		36,600,087		46,026,107		82,626,194		31,822,773		51,242,355		83,065,128
Residential Land and A&D		30,798,988		7,370,848		38,169,836		22,239,663		8,509,239		30,748,902
HELOC and Jr. Liens		22,205,192		2,754,169		24,959,361		20,854,737		3,046,749		23,901,486
Commercial and Industrial		100,681,887		8,470,681		109,152,568		98,310,009		9,694,782		108,004,791
Consumer		8,190,009		258,685		8,448,694		9,068,755		313,739		9,382,494
		847,498,589		164,300,117		1,011,798,706		749,967,997		179,613,794		929,581,791
Allowance for loan losses		(4,116,645)		(319,268)		(4,435,913)		(4,261,835)		(20,000)		(4,281,835)
Deferred loan costs, net		1,255,253		—		1,255,253		1,283,455		(9,923)		1,273,532
	$	844,637,197	$	163,980,849	$	1,008,618,046	$	746,989,617	$	179,583,871	$	926,573,488

(1) As a result of the acquisitions of Maryland Bankcorp, the parent company of MB&T, in April 2011 and of WSB Holdings, the parent company of WSB, in May 2013, we have segmented the portfolio into two components, loans originated by Old Line Bank (legacy) and loans acquired from MB&T and WSB (acquired).

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Bank owned life insurance.  At June 30, 2015, we have invested $31.9 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.  This represents a $427 thousand increase from December 31, 2014 as a result of interest earned on these policies.

Deposits.  At June 30, 2015, the deposit portfolio had increased to $1.1 billion, a $68.7 million or 6.77% increase over the December 31, 2014 level of $1.0 billion.  Deposit growth during the six month period was comprised of $15.0 million, or 5.77%, in non-interest bearing deposits and $53.6 million, or 7.11%, in interest bearing deposits.  Non-interest bearing deposits increased to $276.0 million from $260.9 million and interest bearing deposits increased to $808.5 million from $754.8 million.  The growth in our deposit base is due to our enhanced presence in our primary market and the surrounding areas as a result of our marketing efforts as well as the continued efforts of our cash management and financial services team.  We used these funds acquired from increased deposits to fund new loan originations.

The following table outlines the increase in interest bearing deposits:

	June 30,		December 31,
	2015		2014		$ Change		% Change
	(Dollars in thousands)
Certificates of deposit	$	375,152	$	348,900	$	26,252	7.52	%
Interest bearing checking		340,974		315,796		25,178	7.97
Savings		92,335		90,130		2,205	2.45
Total	$	808,461	$	754,826	$	53,635	7.11	%

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 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, 2015, we had $44.7 million in CDARS and $90.4 million in money market accounts through Promontory’s reciprocal deposit program compared to $27.4 million and $85.3 million, respectively, at December 31, 2014.  During 2013, we acquired $18.0 million in brokered certificates of deposit in the WSB acquisition.  A $4.0 million brokered certificate of deposit matured during the six months ended June 30, 2015 and brought the remaining balance at June 30, 2015 to $14.0 million.  This balance will continue to decrease as brokered certificates of deposit mature.  We expect that we will continue to use brokered deposits as an element of our funding strategy when required to maintain an acceptable loan to deposit ratio.

Borrowings.  Short-term borrowings consist of daily rate credit, 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, are secured by investments.  At June 30, 2015, we had $50.0 million outstanding in short term FHLB borrowings, compared to $33.5 million at December 31, 2015.  At June 30, 2015 and December 31, 2015, we had no unsecured promissory notes and $26.7 million and $27.5 million, respectively, in secured promissory notes. 

Long-term borrowings consist of a promissory note related to Pointer Ridge for which we have guaranteed to the lender payment of up to 62.50% of the loan payment plus any costs the lender incurs resulting from any omissions or alleged acts by Pointer Ridge.  The outstanding balance on such promissory note was $5.9 million at both June 30, 2015 and December 31, 2014.

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 Federal Reserve guidelines.  As further discussed below, we have credit lines, unsecured and secured, available from several correspondent banks totaling $33.5 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 time deposits in other banks.  On June 30, 2015, we had $40.5 million in cash and due from banks, $1.0 million in interest bearing accounts, and $331 thousand in federal funds sold.  As of December 31, 2014, we had $23.6 million in cash and due from banks, $1.2 million in interest bearing accounts, and $601 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.

During the extended period of turmoil in the financial markets, some institutions experienced large deposit withdrawals that caused liquidity problems.  We had a temporary non-recurring withdrawal on a large depositor account for $75 million. This resulted in borrowing an advance from the FHLB.  The account holder has re-deposited the full amount of the withdrawal and the borrowing has been re-paid to the FHLB. We did not have any other liquidity issues.  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.  In addition, Old Line Bank has available lines of credit, including overnight federal funds and repurchase agreements from its correspondent banks, totaling $28.5 million at June 30, 2015.  Old Line Bank has an additional secured line of credit from the FHLB of $380.3 million at June 30, 2015.  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 $177.8 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 Board of Governors of the Federal Reserve System and FDIC approved the final rules implementing the Basel III.  Under the final rules, minimum requirements increased for both the quantity and quality of capital held by the Company.  The rules include a new common equity Tier 1 capital for risk-weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%.  A new capital conservation buffer, comprised of common equity Tier 1 capital, is also established above the regulatory minimum capital requirements.  The capital conservation buffer will be phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019.  Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules.  The final rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets. 

The Bank has elected to permanently opt out of the inclusion of accumulated other comprehensive income in our capital calculations, as permitted by the regulations.  This opt-out will reduce the impact of market volatility on our regulatory capital levels.

The phase-in period for the final rules became effective for Old Line Bancshares and Old Line Bank on January 1, 2015, with full compliance with all of the final rule requirements phased in over a multi-year schedule, to be fully phased in by January 1, 2019.  As of June 30, 2015, Old Line Bancshares’ capital levels remained characterized as “well-capitalized” under the new 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 increases of $254 thousand and $419 thousand, respectively, which represents unrealized losses (after-tax for capital additions and pre-tax for asset additions, respectively) on mortgage-backed securities and investment securities classified as available for sale.  In addition, the risk-based capital reflects an increase of $4.4 million for the general loan loss reserve during the six months ended June 30, 2015.  

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As of June 30, 2015, 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 2015 that management believes have changed the Bank’s classification as well capitalized 

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, 2015.     

					Minimum capital				To be well
	Actual				adequacy				capitalized
June 30, 2015	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in 000’s)
Common equity tier 1 (to risk-weighted assets)	$	119,186	11.45	%	$	46,827	4.5	%	$	67,639	6.5	%
Total capital (to risk weighted assets)	$	123,807	11.90	%	$	83,248	8	%	$	104,060	10	%
Tier 1 capital (to risk weighted assets)	$	119,186	11.45	%	$	62,436	6	%	$	83,248	8	%
Tier 1 leverage (to average assets)	$	119,186	9.34	%	$	51,026	4	%	$	63,783	5	%

On February 25, 2015, Old Line Bancshares’ board of directors approved the repurchase of up to 500,000 shares of its outstanding common stock.  As of June 30, 2015, 266,923 shares have been repurchased at an average price of $15.74 per share.Subsequent to June 30, 2015, an additional 10,017 shares have been repurchased for a total of 276,940 shares at an average price of $15.75 per share.  The repurchased shares will return to the status of authorized but unissued shares. We have repurchased shares for a total cost of approximately $4.4 million since the board of directors authorized such transactions.

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 Loan Committee for their approval and recommendation to the Board of Directors on a monthly basis. The reports presented include 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 the foreclosed properties. The Loan Committee consists of three executive officers and four independent members of the board of directors.

We classify any property acquired as a result of foreclosure on a mortgage loan as “other real estate owned” 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 (trouble debt restructurings) 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.

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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, non-performing 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 non-performing assets, amounted to $24.3 million at June 30, 2015 compared to $25.8 million at December 31, 2014.  At June 30, 2015, we had  $11.9 million and $12.4 million, respectively, of potential problem loans attributable to our legacy and acquired loan portfolios, compared to $12.8 million and $12.9 million, respectively, at December 31, 2014.

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.  Generally accepted accounting principles require 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 non-performing 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 non-performing.

In 2011, we recorded the loans acquired from MB&T at fair value and in 2013, we recorded the loans acquired from WSB at fair value. 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.

The accounting guidance also requires that if we experience a decrease in the expected cash flows of a loan subsequent to the acquisition date, we establish an allowance for loan losses for those acquired loans with decreased cash flows. At  June 30, 2015, there was no allowance for loan losses on acquired loans compared to  $20 thousand at December 31, 2014,  as a result of a decrease in the expected cash flows subsequent to the acquisition dates.    

 Nonperforming Assets.  As of June 30, 2015, our nonperforming assets totaled $4.6 million and consisted of $3.4 million of nonaccrual loans and other real estate owned of $1.2 million.

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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, 2015						December 31, 2014
	Legacy		Acquired		Total		Legacy		Acquired		Total
Accruing loans 90 or more days past due
Commercial Real Estate
Owner Occupied	$	—	$	—		—	$	—	$	—	$	—
Residential Real Estate:
First Investment		—		—		—		—		305,323		305,323
First-Owner Occupied		—		—		—		—		—		—
Land and A&D		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Consumer		—		—		—		—		—		—
Total accruing loans 90 or more days past due		—		—		—		—		305,323		305,323
Non-accruing loans:
Commercial Real Estate
Owner Occupied	$	16,402	$	55,296	$	71,698	$	1,849,685	$	55,707	$	1,905,392
Investment		—		207,259		207,259		—		—		—
Hospitality		—		—		—		—		—		—
Land and A&D		—		461,700		461,700		—		—		—
Residential Real Estate:
First-Investment		107,853		730,015		837,869		113,264		310,735		423,999
First-Owner Occupied		—		1,048,402		1,048,402		—		795,920		795,920
Land and A&D		—		—		—		—		795,300		795,300
Commercial		729,060		43,698		772,758		1,165,955		—		1,165,955
Consumer		—		—		—		120,641		—		120,641
Total Non-accruing loans:		853,315		2,546,370		3,399,686		3,249,545		1,957,662		5,207,207
		.
Other real estate owned (“OREO”)		475,290		740,400		1,215,690		475,291		1,976,629		2,451,920
Total non performing assets	$	1,328,605	$	3,286,770	$	4,615,376	$	3,724,836	$	4,239,614	$	7,964,450
Accruing Troubled Debt Restructurings
Residential Real Estate:
First-Owner Occupied	$	—	$	271,860	$	271,860	$	—	$	505,250	$	505,250
Commercial		—		81,735		81,735		—		83,261		83,261
Total Accruing Troubled Debt Restructurings	$	—	$	353,595	$	353,595	$	—	$	588,511	$	588,511

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The table below reflects our ratios of our non-performing assets at June 30, 2015 and December 31, 2014.

	June 30,		December 31,
	2015		2014
Ratios, Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.16	%	0.40	%
Total nonperforming assets as a percentage of total assets	0.10	%	0.30	%
Total nonperforming assets as a percentage of total loans held for investment	0.16	%	0.38	%
Ratios, Including Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.49	%	0.85	%
Total nonperforming assets as a percentage of total assets	0.38	%	0.65	%
Total nonperforming assets as a percentage of total loans held for investment	0.49	%	0.86	%

The table below presents a breakdown of the recorded book balance of non-accruing loans at June 30, 2015 and December 31, 2014.

	June 30, 2015							December 31, 2014
		Unpaid				Interest			Unpaid
	# of	Principal		Recorded		Not		# of	Principal		Recorded		Interest Not
	Contracts	Balance		Investment		Accrued		Contracts	Balance		Investment		Accrued
Legacy
Commercial Real Estate:
Owner Occupied	1	$	16,402	$	16,402	$	112	1	$	1,849,685	$	1,849,685	$	—
Hospitality	—		—		—		—	—		—		—		—
Residential Real Estate
First-Investment	—		—		—		—	1		113,264		113,264		—
First-Owner Occupied	1		107,853		107,853		19,242	—		—		—		—
Commercial	3		729,060		729,060		160,689	3		1,165,955		1,165,955		—
Consumer	—		—		—		—	1		120,641		120,641		3,934
Total non-accrual loans	5		853,315		853,315		180,043	6		3,249,545		3,249,545		3,934
Acquired (1)
Commercial Real Estate:
Investment	1		211,545		207,259		5,768	1		48,359		55,707		178,434
Owner Occupied	1		48,359		55,296		5,248	—		—		—		—
Land and A & D	2		490,449		461,700		39,314	3		1,532,904		795,300		89,026
Residential Real Estate
First-Investment	5		737,563		730,015		47,479	3		311,089		310,735		119,616
First-Owner Occupied	3		1,081,856		1,048,403		72,810	4		830,949		795,920		32,592
Land and A & D	—		—		—		—	—		—		—		—
Commercial	1		44,011		43,698		1,364	—		—		—		—
Total non-accrual loans	13	$	2,613,783	$	2,546,371	$	171,983	11	$	2,723,301	$	1,957,662	$	419,668
Total all non-accrual loans	18	$	3,467,098	$	3,399,686	$	352,026	17	$	5,972,846	$	5,207,207	$	423,602

(1) Generally accepted accounting principles require that we record acquired loans at fair value at acquisition 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 non-performing 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-performing legacy loans decreased $2.4 million from December 31, 2014 primarily due to one commercial real estate loan for $1.9 million that was sold at foreclosure in the first quarter of this year.   This loan was classified as an impaired loan and adequately reserved for at December 31, 2014.

Non-performing acquired loans increased $589 thousand from December 31, 2014 primarily due to the addition of one commercial real estate loan and one residential real estate loan.

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At June 30, 2015, legacy OREO remained stable from December 31, 2014.  At June 30, 2015 and December 31, 2014, legacy OREO consisted of one property.

At June 30, 2015, acquired OREO decreased by $1.2 million from December 31, 2014.  The decrease in acquired OREO was driven by the sale of five acquired OREO properties for $1.0 million during the six month period ended June 30, 2015.  We recorded net loss of $4 thousand during the three month period ended June 30, 2015 compared to a net gain of $79 thousand during the three month period ended June 30, 2014.    We recorded a net loss of $144 thousand for the six months ending June 30, 2015 compared to a net gain of $282 thousand for the six months ending June 30, 2014.

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 SAB 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 risk management practices designed to ensure timely identification of changes in loan risk profiles. However, undetected losses 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 separate valuation allowance unless we consider a loan impaired.

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

			Commercial		Residential
Six Months Ended June 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	696,371	$	2,558,368	$	926,995	$	100,101	$	4,281,835
General provision for loan losses		372,111		217,266		171,040		(113,028)		647,389
Recoveries		1,542		20		55,085		48,062		104,709
		1,070,024		2,775,654		1,153,120		35,135		5,033,933
Loans charged off		(196,976)		—		(397,000)		(4,044)		(598,020)
Ending Balance	$	873,048	$	2,775,654	$	756,120	$	31,091	$	4,435,913
Amount allocated to:
Legacy Loans:
Individually evaluated for impairment	$	—	$	30,604	$	144,637	$	—	$	175,241
Other loans not individually evaluated		873,048		2,621,420		415,845		31,091		3,941,404
Acquired Loans:
Individually evaluated for impairment		—		123,630		195,638		—		319,268
Ending balance	$	873,048	$	2,775,654	$	756,120	$	31,091	$	4,435,913

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			Commercial		Residential		Other
December 31, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	495,051	$	3,569,395	$	841,234	$	23,533	$	4,929,213
Provision for loan losses		206,558		1,668,877		843,810		108,052		2,827,297
Recoveries		12,342		122		75,149		27,319		114,932
		713,951		5,238,394		1,760,193		158,904		7,871,442
Loans charged off		(17,580)		(2,680,026)		(833,198)		(58,803)		(3,589,607)
Ending Balance	$	696,371	$	2,558,368	$	926,995	$	100,101	$	4,281,835
Allowance allocated to:
Legacy Loans:
Individually evaluated for impairment	$	159,040	$	—	$	—	$	56,500	$	215,540
Other loans not individually evaluated		537,331		2,558,368		906,995		43,601		4,046,295
Acquired Loans:
Individually evaluated for impairment		—		—		20,000		—		20,000
Ending balance	$	696,371	$	2,558,368	$	926,995	$	100,101	$	4,281,835

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

	June 30, 2015		December 31, 2014
Total gross loans held for investment	0.44	%	0.46	%
Non-accrual loans	76.64	%	121.61	%
Net charge-offs to average loans	0.05	%	0.39	%

During the six months ended June 30, 2015, we charged-off $239 thousand in loans through the allowance for loan losses for six legacy loans.  The legacy loans consisted of one commercial real estate loan for $183 thousand, one consumer boat loan for $57 thousand, one commercial loan for $14 thousand and three consumer loans for an aggregate of $4 thousand.  During the six months ended June 30, 2015, we charged-off $340 thousand on one acquired residential land loan.  The majority of the recoveries recorded to the allowance for loan losses were from acquired loans that were charged to the allowance for loan losses at MB&T prior to the acquisition date of April 1, 2011.

The allowance for loan losses represented 0.44% and 0.46% of gross loans held for investment at June 30, 2015 and December 31, 2014, respectively and 0.52% and 0.57% of legacy loans at June 30, 2015 and December 31, 2014, respectively. 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.    

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.

Contractual 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.  Old Line Bancshares also has operating lease obligations.

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Outstanding loan commitments and lines and letters of credit at June 30, 2015 and December 31, 2014, are as follows:

	June 30,		December 31,
	2015		2014
	(Dollars in thousands)
Commitments to extend credit and available credit lines:
Commercial	$	72,283	$	69,347
Real estate-undisbursed development and construction		48,178		57,879
Consumer		15,833		15,725
	$	136,294	$	142,951
Standby letters of credit	$	15,873	$	15,725

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 counter party. 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 credit worthiness 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 $48.2 million, or 35.5% of the $136.3  million of outstanding commitments at June 30, 2015, 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 credit worthiness and the collateral required on a case by case basis.

Reconciliation of Non-GAAP Measures

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

Three months ended June 30, 2015

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	11,171,187	3.86	%	3.73	%
Tax equivalent adjustment
Federal funds sold		1	—		—
Investment securities		195,785	0.07		0.07
Loans		235,683	0.08		0.08
Total tax equivalent adjustment		431,469	0.15		0.15
Tax equivalent interest yield	$	11,602,656	4.01	%	3.88	%

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Three months ended June 30, 2014

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	10,611,481	3.84	%	3.71	%
Tax equivalent adjustment
Federal funds sold		—	—		—
Investment securities		258,980	0.10		0.10
Loans		176,608	0.07		0.07
Total tax equivalent adjustment		435,588	0.17		0.17
Tax equivalent interest yield	$	11,047,069	4.01	%	3.88	%

Six months ended June 30, 2015

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	22,633,091	4.01	%	3.88	%
Tax equivalent adjustment
Federal funds sold		2	—		—
Investment securities		396,289	0.07		0.07
Loans		464,777	0.08		0.08
Total tax equivalent adjustment		861,068	0.15		0.15
Tax equivalent interest yield	$	23,494,159	4.16	%	4.03	%

Six months ended June 30, 2014

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	20,970,772	4.11	%	4.02	%
Tax equivalent adjustment
Federal funds sold		—	—		—
Investment securities		540,357	0.10		0.10
Loans		345,109	0.07		0.06
Total tax equivalent adjustment		885,466	0.17		0.16
Tax equivalent interest yield	$	21,856,238	4.28	%	4.18	%

Impact of Inflation and Changing Prices

Management has prepared the financial statements and related data presented herein in accordance with generally accepted accounting principles 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 (the “Securities Act”) 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

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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 statements presented herein with respect to, among other things, Old Line Bancshares’ plans, objectives, expectations and intentions, including expanding fee income, expected continued strength in the net interest margin during 2015, continued increases in net interest income, hiring and acquisition possibilities, our belief that we have identified any problem assets and that our borrowers will remain current on their loans, being well positioned to capitalize on potential opportunities in the current and in a healthier economy, expected decreases in other non-interest expenses and increases in salary and benefits expenses, the impact of outstanding off-balance sheet commitments, sources of liquidity and that we have sufficient liquidity, the sufficiency of the allowance for loan losses, expected collections on acquired credit-impaired loans, expected loan, deposit, balance sheet and earnings growth, expected losses on and our intentions with respect to our investment securities, the amount of potential problem loans, continuing to meet regulatory capital requirements, continued use of brokered deposits for funding, expectations with respect to the impact of pending legal proceedings, improving earnings per share and stockholder value, and financial and other goals and plans are forward looking.  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: those discussed in this report; the ability of Old Line Bancshares to retain key personnel; the ability of Old Line Bancshares to successfully implement its 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, including regulations adopted pursuant to the Dodd-Frank Act; that the market value of investments could negatively impact stockholders’ equity; risks associated with Old Line Bancshares’ lending limit; expenses associated with operating as a public company;  potential conflicts of interest associated with the interest in Pointer Ridge; deterioration in general economic conditions, continued slow growth during the recovery or another recession; and changes in competitive, governmental, regulatory, technological and other factors which may affect Old Line Bancshares specifically or the banking industry generally.  For a more complete discussion of some of these risks and uncertainties see “Risk Factors” in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2014.

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, 2015 from that presented in our Annual Report on Form 10-K for the year ended December 31, 2014.

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. 

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The tables below present Old Line Bank’s interest rate sensitivity at June 30, 2015 and December 31, 2014.  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.

	Interest Sensitivity Analysis
	June 30, 2015
	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		625			—			—			—			625
Investment securities		1,532			9,247			99,576			40,825			151,180
Loans		199,639			67,335			563,064			186,211			1,016,249
Total interest earning assets		201,826			76,582			662,640			227,036			1,168,084
Interest Bearing Liabilities:
Interest-bearing transaction deposits		227,316			113,658			—			—			340,974
Savings accounts		30,778			30,778			30,778			—			92,334
Time deposits		52,827			139,381			182,945			—			375,153
Total interest-bearing deposits		310,921			283,817			213,723			—			808,461
FHLB advances		50,000			—			—			—			50,000
Other borrowings		26,722			—			5,931			—			32,653
Total interest-bearing liabilities		387,643			283,817			219,654			—			891,114
Period Gap	$	(185,817)		$	(207,235)		$	442,986		$	227,036		$	276,970
Cumulative Gap	$	(185,817)		$	(393,052)		$	49,934		$	276,970
Cumulative Gap/Total Assets		(14.16)	%		(29.96)	%		3.81	%		21.11	%

	Interest Sensitivity Analysis
	December 31, 2014
	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		601			—			—			—			601
Investment securities		1,346			2,288			62,122			95,924			161,680
Loans		195,388			50,898			537,027			146,269			929,582
Total interest earning assets		197,365			53,186			599,149			242,193			1,091,893
Interest Bearing Liabilities:
Interest-bearing transaction deposits		210,531			105,265			—			—			315,796
Savings accounts		30,043			30,043			30,043			—			90,129
Time deposits		78,934			120,638			149,328			—			348,900
Total interest-bearing deposits		319,508			255,946			179,371			—			754,825
FHLB advances		33,500			—			—			—			33,500
Other borrowings		27,503			92			5,895			—			33,490
Total interest-bearing liabilities		380,511			256,038			185,266			—			821,815
Period Gap	$	(183,146)		$	(202,852)		$	413,883		$	242,193		$	270,078
Cumulative Gap	$	(183,146)		$	(385,998)		$	27,885		$	270,078
Cumulative Gap/Total Assets		(14.92)	%		(31.45)	%		2.27	%		22.00	%

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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, 2015.  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.

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, 2015, 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, 2014.

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

(a) Not applicable

(b) Not applicable

(c) The following table present a summary of the Company’s share repurchase during the quarter ended June 30, 2015:

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 - June 30, 2015	202,578	15.82	267,823	232,177

(1) On February 25, 2015, Old Line Bancshares’ board of directors approved the repurchase of up to 500,000 shares of our outstanding common stock.  As of June 30, 2015, 266,923 shares have been repurchased at an average price of $15.74 per share or a total cost  of approximately $4.2 million.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not applicable

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Item 5.Other Information

None

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.

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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 7, 2015	By:	/s/ James W. Cornelsen
		James W. Cornelsen, President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 7, 2015	By:	/s/ Elise M. Hubbard
		Elise M. Hubbard, Senior Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)

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