Old Line Bancshares (OLBK) 10-Q 2016 Q3 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 September 30, 2016

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 October 28, 2016, the registrant had 10,859,074 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 September 30, 2016 (Unaudited) and December 31, 2015	3
			Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	4
			Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2016 and 2015	5
			Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2016	6
			Consolidated Statements of Cash Flows  (Unaudited) for the Nine Months Ended September 30, 2016 and 2015	7
			Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.			Quantitative and Qualitative Disclosures about Market Risk	64
Item 4.			Controls and Procedures	66
PART II.
Item 1.			Legal Proceedings	66
Item 1A.			Risk Factors	66
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.			Defaults Upon Senior Securities	67
Item 4.			Mine Safety Disclosures	67
Item 5.			Other Information	67
Item 6.			Exhibits	67
Signatures				68

2

Part 1. Financial Information

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Balance Sheets

	September 30,		December 31,
	2016		2015
	(Unaudited)
Assets
Cash and due from banks	$	28,696,913	$	40,239,384
Interest bearing accounts		1,159,687		1,135,263
Federal funds sold		301,262		2,326,045
Total cash and cash equivalents		30,157,862		43,700,692
Investment securities available for sale-at fair value		201,830,885		194,705,675
Loans held for sale, fair value of $7,894,905 and $8,277,775		7,578,285		8,112,488
Loans held for investment (net of allowance for loan losses of $6,352,393 and $4,909,818, respectively)		1,292,431,559		1,147,034,715
Equity securities at cost		6,603,346		4,942,346
Premises and equipment		36,153,064		36,174,978
Accrued interest receivable		3,686,161		3,814,546
Deferred income taxes		13,600,152		13,820,679
Bank owned life insurance		37,321,217		36,606,105
Other real estate owned		1,934,720		2,472,044
Goodwill		9,786,357		9,786,357
Core deposit intangible		3,721,858		4,351,226
Other assets		5,299,676		4,567,038
Total assets	$	1,650,105,142	$	1,510,088,889
Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	328,967,215	$	328,549,405
Interest bearing		972,325,625		907,330,561
Total deposits		1,301,292,840		1,235,879,966
Short term borrowings		141,775,684		107,557,246
Long term borrowings		37,776,841		9,593,318
Accrued interest payable		712,080		416,686
Supplemental executive retirement plan		5,547,176		5,336,509
Income taxes payable		6,677,102		3,615,677
Other liabilities		4,466,051		3,700,598
Total liabilities		1,498,247,774		1,366,100,000
Stockholders’ equity
Common stock, par value $0.01 per share; 25,000,000 shares authorized; 10,859,074 and 10,802,560 shares issued and outstanding in 2016 and 2015, respectively		108,591		108,026
Additional paid-in capital		106,000,537		105,293,606
Retained earnings		45,166,362		38,290,876
Accumulated other comprehensive income		581,878		38,200
Total Old Line Bancshares, Inc. stockholders’ equity		151,857,368		143,730,708
Non-controlling interest		—		258,181
Total stockholders’ equity		151,857,368		143,988,889
Total liabilities and stockholders’ equity	$	1,650,105,142	$	1,510,088,889

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				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Interest Income
Loans, including fees	$	14,191,639	$	12,202,174	$	40,811,462	$	35,302,194
U.S. treasury securities		5,032		2,642		13,806		7,878
U.S. government agency securities		23,139		127,897		234,557		393,991
Corporate bonds		42,188		—		42,188		—
Mortgage backed securities		562,518		312,067		1,569,968		1,035,621
Municipal securities		418,026		295,464		1,149,058		916,098
Federal funds sold		411		177		1,912		552
Other		95,584		66,925		287,651		172,710
Total interest income		15,338,537		13,007,346		44,110,602		37,829,044
Interest expense
Deposits		1,421,842		1,118,092		4,001,653		3,050,609
Borrowed funds		577,709		141,009		1,181,980		435,432
Total interest expense		1,999,551		1,259,101		5,183,633		3,486,041
Net interest income		13,338,986		11,748,245		38,926,969		34,343,003
Provision for loan losses		305,931		263,595		1,384,542		910,984
Net interest income after provision for loan losses		13,033,055		11,484,650		37,542,427		33,432,019
Non-interest income
Service charges on deposit accounts		445,901		442,225		1,290,736		1,298,809
Gain on sales or calls of investment securities		326,021		604		1,226,233		65,222
Earnings on bank owned life insurance		284,982		250,950		849,525		748,755
Gain (loss) on disposal of assets		(49,957)		—		(27,173)		19,975
Rental Income		168,589		202,091		585,724		620,439
Income on marketable loans		782,510		457,613		1,746,678		1,544,462
Other fees and commissions		179,802		490,015		1,013,461		881,994
Total non-interest income		2,137,848		1,843,498		6,685,184		5,179,656
Non-interest expense
Salaries and benefits		4,862,711		4,407,726		15,711,901		12,918,194
Occupancy and equipment		1,907,090		1,478,740		5,279,134		4,217,277
Data processing		384,382		350,941		1,165,862		1,070,191
FDIC insurance and State of Maryland assessments		286,047		241,634		806,960		742,520
Merger and integration		—		—		661,018		—
Core deposit premium amortization		202,129		193,960		629,368		597,843
(Gain) loss on sales of other real estate owned		(27,914)		(114,709)		(80,220)		29,214
OREO expense		77,224		158,983		295,381		354,736
Directors Fees		164,800		160,800		496,500		491,000
Network services		127,219		162,516		410,448		539,626
Telephone		174,439		163,184		594,214		489,021
Other operating		1,639,223		1,403,933		5,004,039		4,604,174
Total non-interest expense		9,797,350		8,607,708		30,974,605		26,053,796
Income before income taxes		5,373,553		4,720,440		13,253,006		12,557,879
Income tax expense		1,830,921		1,605,586		4,428,287		4,095,894
Net income		3,542,632		3,114,854		8,824,719		8,461,985
Less: Net loss (income) attributable to the non-controlling interest		—		2,894		62		(5,050)
Net income available to common stockholders	$	3,542,632	$	3,111,960	$	8,824,657	$	8,467,035
Basic earnings per common share	$	0.33	$	0.30	$	0.82	$	0.80
Diluted earnings per common share	$	0.32	$	0.29	$	0.80	$	0.78
Dividend per common share	$	0.06	$	0.05	$	0.18	$	0.15

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 September 30,	2016		2015
Net income	$	3,542,632	$	3,114,854
Other comprehensive income:
Unrealized gain (loss) on securities available for sale, net of taxes of ($149,886), and $399,771, respectively		(230,102)		614,085
Reclassification adjustment for realized gain on securities available for sale included in net income, net of taxes of $128,599 and $238, respectively		(197,422)		(366)
Other comprehensive income (loss)		(427,524)		613,719
Comprehensive income		3,115,108		3,728,573
Comprehensive loss attributable to the non-controlling interest		—		2,894
Comprehensive income available to common stockholders	$	3,115,108	$	3,725,679
Nine Months Ended September 30,	2016		2015
Net income	$	8,824,719	$	8,461,985
Other comprehensive income:
Unrealized gain on securities available for sale, net of taxes of $837,835 and $304,587, respectively		1,286,223		546,585
Reclassification adjustment for realized gain on securities available for sale included in net income, gross of taxes of $483,688 and $25,489, respectively		(742,545)		(39,495)
Other comprehensive income		543,678		507,090
Comprehensive income		9,368,397		8,969,075
Comprehensive (income) loss attributable to the non-controlling interest		62		(5,050)
Comprehensive income available to common stockholders	$	9,368,335	$	8,974,125

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		Interest		Equity
Balance December 31, 2015	10,802,560	$	108,026	$	105,293,606	$	38,290,876	$	38,200	$	258,181	$	143,988,889
Net income attributable to Old Line Bancshares, Inc.	—		—		—		8,824,657		—		—		8,824,657
Distributions to minority member(s)											(258,119)		(258,119)
Other comprehensive income, net of income tax of $354,147	—		—		—		—		543,678		—		543,678
Net loss attributable to non-controlling interest	—		—		—		—		—		(62)		(62)
Stock based compensation awards	—		—		444,664		—		—		—		444,664
Stock options exercised	—		200		262,632		—		—		—		262,832
Restricted stock issued	56,514		365		(365)		—		—		—		—
Common stock cash dividends $0.18 per share	—		—		—		(1,949,171)		—		—		(1,949,171)
Balance September 30, 2016	10,859,074	$	108,591	$	106,000,537	$	45,166,362	$	581,878	$	—	$	151,857,368

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

6

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2016		2015
Cash flows from operating activities
Net income	$	8,824,719	$	8,461,985
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,973,556		1,719,860
Provision for loan losses		1,384,542		910,984
Change in deferred loan fees net of costs		52,532		3,750
(Gain)/loss on sales or calls of securities		(1,226,233)		(65,222)
Amortization of premiums and discounts		730,331		693,909
Origination of loans held for sale		(70,857,656)		(78,817,219)
Proceeds from sale of loans held for sale		71,391,859		78,100,881
Income on marketable loans		(1,746,678)		(1,544,462)
(Gain)/loss on sales of other real estate owned		(80,220)		29,214
Write down of other real estate owned		—		145,165
Gain on sale of fixed assets		(27,173)		(19,975)
Amortization of intangible assets		629,368		597,843
Deferred income taxes		(133,650)		3,041,923
Stock based compensation awards		444,664		300,243
Increase (decrease) in
Accrued interest payable		295,394		91,668
Income tax payable		3,061,425		(106,188)
Income tax receivable		—		—
Supplemental executive retirement plan		210,667		181,026
Other liabilities		765,453		1,551,136
Decrease (increase) in
Accrued interest receivable		128,385		(5,320)
Bank owned life insurance		(715,112)		(642,128)
Other assets		(732,638)		(751,095)
Net cash provided by operating activities	$	14,373,535	$	13,877,978
Cash flows from investing activities
Purchase of investment securities available for sale		(136,228,056)		(5,348,488)
Proceeds from disposal of investment securities
Available for sale at maturity, call or paydowns		130,496,572		15,715,011
Loans made, net of principal collected		(145,453,165)		(113,024,726)
Proceeds from sale of other real estate owned		80,221		328,916
Investments in other real estate owned		903,219		—
Change in equity securities		(1,661,000)		2,139,802
Purchase of premises and equipment		(1,924,469)		(1,328,381)
Proceeds from the sale of premises and equipment		—		(19,975)
Net cash used in investing activities		(153,786,678)		(101,537,841)
Cash flows from financing activities
Net increase (decrease) in
Time deposits		12,894,797		33,094,287
Other deposits		52,518,077		41,692,054
Short term borrowings		34,218,438		24,692,618
Long term borrowings		28,183,523		(83,618)
Stock proceeds from stock repurchase program		—		(5,320,997)
Proceeds from stock options exercised		262,832		396,933
Cash dividends paid-common stock		(1,949,171)		(1,598,888)
Distributions on minority member(s)		(258,181)		—
Net cash provided by financing activities		125,870,315		92,872,389
Net (decrease) increase in cash and cash equivalents		(13,542,828)		5,212,526
Cash and cash equivalents at beginning of period		43,700,692		25,404,736
Cash and cash equivalents at end of period	$	30,157,864	$	30,617,262

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Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	4,732,158	$	3,394,373
Income taxes	$	1,405,000	$	1,060,159
Supplemental Disclosure of Non-Cash Flow Operating Activities:
Loans transferred to other real estate owned	$	365,895	$	820,725

The accompanying notes are an integral part of these consolidated financialstatements

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

The foregoing consolidated financial statements for the periods ended September 30, 2016 and 2015 are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP); however, in the opinion of management we have included all adjustments necessary for a fair presentation of the results of the interim period.  We derived the balances as of December 31, 2015 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, 2015.  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 2015 financial presentation to conform to the 2016 presentation.  These reclassifications did not change net income or stockholders’ equity.

Recent Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 – Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on our financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendments in ASU No. 2015-16 require that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date.  The amendments in this ASU are effective for public business entities

9

for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The adoption of ASU 2015-16 did not have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Liabilities, which is intended to improve the recognition and measurement of financial instruments by: requiring equity investments (other than equity method or consolidation) to be measured at fair value with changes in fair value recognized in net income; requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This ASU is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This ASU permits early adoption of the instrument-specific credit risk provision. Old Line Bancshares is currently evaluating the impact of adopting the new guidance on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of this ASU is permitted for all entities. Old Line Bancshares is currently assessing the impact that the adoption of this standard will have on the financial condition and results of operations of Old Line Bancshares.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early application is permitted. Old Line Bancshares is currently evaluating the impact of adopting the new guidance on its consolidated financial statements.

In June 2016,  the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which sets forth a “current expected credit loss” ("CECL") model requiring Old Line Bancshares to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. For public business entities that are U.S. Securities and Exchange Commission filers, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Old Line Bancshares is currently assessing the impact of the adoption of this ASU on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.  The amendments provide guidance on the following nine specific cash flow issues:  1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective

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interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned; 6) life insurance policies; 7) distributions received from equity method investees; 8) beneficial interests in securitization transactions; and 9) separately identifiable cash flows and application of the predominance principle.  The amendments are effective for public companies for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years.  Early adoption is permitted, including adoption in an interim period. Old Line Bancshares is currently evaluating the impact of adopting these amendments on its consolidated financial statements.

2.POINTER RIDGE OFFICE INVESTMENT, LLC

We currently own 100% of Pointer Ridge and we have consolidated its results of operations from the date of acquisition.  In August 2016, Old Line Bank purchased the aggregate 37.5% minority interest in Pointer Ridge not held by Old Line Bancshares and on September 2, 2016, we paid off the entire $5.8 million principal amount of a promissory note previously issued by Pointer Ridge.  Pointer Ridge owns our headquarters building located at 1525 Pointer Ridge Place, Bowie, Maryland, containing approximately 40,000 square feet.  We lease 98% of this building for our main office and operate a branch of Old Line Bank from this address.  Prior to this purchase, we owned 62.5% of Pointer Ridge. 

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

	September 30,		December 31,
Balance Sheets	2016		2015
Current assets	$	367,226	$	281,441
Non-current assets		6,187,284		6,281,601
Liabilities		31,204		5,874,560
Equity		6,523,306		688,484

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Statements of Income	2016		2015		2016		2015
Revenue	$	170,978	$	249,020	$	673,352	$	736,278
Expenses		172,849		241,303		675,059		749,745
Net income (loss)	$	(1,871)	$	7,717	$	(1,707)	$	(13,467)

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3.INVESTMENT SECURITIES

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

			Gross		Gross
	Amortized		unrealized		unrealized		Estimated
	cost		gains		losses		fair value
September 30, 2016
Available for sale
U.S. treasury	$	2,999,159	$	291	$	(387)	$	2,999,063
U.S. government agency		5,368,415		5,279		(2,002)		5,371,692
Corporate Bond		6,500,000		62,055		—		6,562,055
Municipal securities		64,825,183		824,260		(194,533)		65,454,910
Mortgage backed securities:
FHLMC certificates		21,549,753		117,482		(11,415)		21,655,820
FNMA certificates		76,691,291		322,512		(140,323)		76,873,480
GNMA certificates		22,936,176		54,359		(76,670)		22,913,865
	$	200,869,977	$	1,386,238	$	(425,330)	$	201,830,885
December 31, 2015
Available for sale
U.S. treasury	$	2,999,978	$	118	$	(96)	$	3,000,000
U.S. government agency		36,874,804		10,283		(278,424)		36,606,663
Municipal securities		49,130,632		1,092,044		(19,970)		50,202,706
Mortgage backed securities
FHLMC certificates		21,734,289		55,218		(26,350)		21,763,157
FNMA certificates		49,461,464		22,916		(382,909)		49,101,471
GNMA certificates		29,758,449		48,759		(389,199)		29,418,009
SBA loan pools		4,682,975		—		(69,306)		4,613,669
	$	194,642,591	$	1,229,338	$	(1,166,254)	$	194,705,675

At September 30, 2016 and December 31, 2015, securities with unrealized losses segregated by length of impairment were as follows:

	September 30, 2016
	Less than 12 months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury	$	1,499,297	$	387	$	—	$	—	$	1,499,297	$	387
U.S. government agency		3,866,414		2,002		—		—		3,866,414		2,002
Municipal securities		16,254,233		194,533		—		—		16,254,233		194,533
Mortgage backed securities
FHLMC certificates		4,930,099		11,415		—		—		4,930,099		11,415
FNMA certificates		29,522,890		140,323		—		—		29,522,890		140,323
GNMA certificates		7,241,774		39,814		4,821,514		36,856		12,063,289		76,670
Total	$	63,314,707	$	388,474	$	4,821,514	$	36,856	$	68,136,222	$	425,330

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	December 31, 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	$	1,500,000	$	96	$	—	$		$	1,500,000	$	96
U.S. government agency		33,613,513		261,290		1,482,867		17,133		35,096,380		278,423
Municipal securities		4,864,113		12,224		762,762		7,747		5,626,875		19,971
Mortgage backed securities
FHLMC certificates		9,150,943		26,350		—		—		9,150,943		26,350
FNMA certificates		33,441,909		345,209		2,999,700		37,700		36,441,609		382,909
GNMA certificates		13,781,185		141,005		12,352,866		248,194		26,134,051		389,199
SBA loan pools		—		—		4,613,669		69,306		4,613,669		69,306
	$	96,351,663	$	786,174	$	22,211,864	$	380,080	$	118,563,527	$	1,166,254

At September 30, 2016 and December 31, 2015, we had seven and 23 investment securities, respectively, in an unrealized loss position greater than the 12 month time frame and 53 and 71 securities, respectively, in an unrealized loss position less than the 12 month time frame.  We consider all unrealized losses on securities as of September 30, 2016 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 September 30, 2016, 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.

During the three months ended September 30, 2016, we received $35.1 million in proceeds from sales, maturities or calls and principal pay-downs on investment securities and realized gains of $326 thousand.  Such sales, maturities or calls and principal pay-downs consisted of the sale of 22 mortgage backed securities (MBS) pools and two municipal bonds.  All the net proceeds of these transactions were used to purchase new investment securities.  We recorded from the sale of investment securities on two municipal bonds a net gain of $604 for the three month period ending September 30, 2015.  During the nine months ended September 30, 2016, we received $130.5 million in proceeds from sales, maturities or calls and principal pay-downs on investment securities and realized gains of $1.3 million and realized losses of $92 thousand for total realized net gain of $1.2 million.  The net proceeds of these transactions were used to re-balance the investment portfolio, which resulted in a slightly higher yield on our security investments.  We recorded a net gain of $65 thousand on investment securities for the nine months ending September 30, 2015.  The gain for the 2015 represents $4 thousand on six municipal bonds that were called one agency security that matured, one Small Business Administration MBS that paid off and two municipal bonds we sold during the nine months ending September 30, 2015. 

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Contractual maturities and pledged securities at September 30, 2016 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 MBS based on maturity date.  However, we receive payments on a monthly basis.    

	Available for Sale
	Amortized		Fair
September 30, 2016	cost		value
Maturing
Within one year	$	1,499,475	$	1,499,766
Over one to five years		6,351,196		6,392,575
Over five to ten years		22,464,527		22,710,696
Over ten years		170,554,779		171,227,848
	$	200,869,977	$	201,830,885
Pledged securities	$	38,809,076	$	38,943,328

4.LOANS

Major classifications of loans held for investment are as follows:

	September 30, 2016						December 31, 2015
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total
Commercial Real Estate
Owner Occupied	$	199,685,195	$	51,595,844	$	251,281,039	$	193,909,818	$	57,212,598	$	251,122,416
Investment		397,470,894		47,068,097		444,538,991		298,434,087		57,749,376		356,183,463
Hospitality		124,485,693		11,078,296		135,563,989		91,440,548		10,776,561		102,217,109
Land and A&D		50,327,621		6,040,417		56,368,038		50,584,469		7,538,964		58,123,433
Residential Real Estate
First Lien-Investment		71,563,672		25,082,102		96,645,774		69,121,743		31,534,452		100,656,195
First Lien-Owner Occupied		50,891,769		46,306,130		97,197,899		37,486,858		52,204,717		89,691,575
Residential Land and A&D		38,609,391		6,184,542		44,793,933		35,219,801		6,578,950		41,798,751
HELOC and Jr. Liens		23,746,164		3,733,909		27,480,073		24,168,289		4,350,956		28,519,245
Commercial and Industrial		131,417,656		6,880,841		138,298,497		105,963,233		9,519,465		115,482,698
Consumer		5,237,924		155,756		5,393,680		6,631,311		243,804		6,875,115
		1,093,435,979		204,125,934		1,297,561,913		912,960,157		237,709,843		1,150,670,000
Allowance for loan losses		(5,967,482)		(384,911)		(6,352,393)		(4,821,214)		(88,604)		(4,909,818)
Deferred loan costs, net		1,222,039		—		1,222,039		1,274,533		—		1,274,533
	$	1,088,690,536	$	203,741,023	$	1,292,431,559	$	909,413,476	$	237,621,239	$	1,147,034,715

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

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

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 $887.8 million and $767.6 million at September 30, 2016 and December 31, 2015, 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 September 30, 2016, we had approximately $135.6 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 $266.1 million and $260.7 million at September 30, 2016 and December 31, 2015, respectively. Although most of these loans are in our market area, the diversity of the individual loans in the portfolio reduces our potential risk. Usually, we secure our residential real estate loans with a security interest in the borrower’s primary or secondary residence with a loan to value not exceeding 85%. Our initial underwriting includes an analysis of the borrower’s debt/income ratio which generally may not exceed 43%, collateral value, length of employment and prior credit history. A credit score of 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 twelve months or less.  Old Line Bank limits its construction lending risk through adherence to established underwriting procedures. These loans generally have short durations, meaning maturities typically of twelve months or less. Residential houses, multi‑family dwellings and commercial buildings under construction and the underlying land for which the loan was obtained secure the construction loans. The vast majority of these loans are concentrated in our market area.

Construction lending also entails significant risk. These risks generally involve larger loan balances concentrated with single borrowers with funds advanced upon the security of the land or the project under construction. An appraisal of the property estimates the value of the project “as is and as if” completed.  An appraisal of the property estimates the value of the project prior to completion of construction.  Thus, initial funds are advanced based on

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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. We inspect each project as needed prior to advancing funds during the term of the construction loan.  We may provide permanent financing on the same projects for which we have provided the construction financing.

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

Under our loan approval policy, all residential real estate loans approved must comply with federal regulations.  Generally, we will make residential mortgage loans in amounts up to the limits established 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.  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.

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If a borrower suffers personal financial difficulties, the consumer may not repay the loan. Also, various federal and state laws, including bankruptcy and insolvency laws, may limit the amount we can recover on such loans. 

Concentrations of Credit

Most of our lending activity occurs within the state of Maryland within the suburban Washington, D.C. 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.  As a result of the Regal acquisition, we have expanded our presence further north to Baltimore County and Carroll County, Maryland. 

Non‑Accrual and Past Due Loans

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

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The table below presents an age analysis of the loans held for investment portfolio at September 30, 2016 and December 31, 2015.

Age Analysis of Past Due Loans

	September 30, 2016						December 31, 2015
	Legacy		Acquired		Total		Legacy		Acquired		Total
Current	$	1,084,850,859	$	200,411,607	$	1,285,262,466	$	907,545,764	$	230,336,630	$	1,137,882,394
Accruing past due loans:
30-89 days past due
Commercial Real Estate:
Owner Occupied		—		—		—		—		1,359,110		1,359,110
Investment		—		623,274		623,274		—		—		—
Land and A&D		1,959,097		—		1,959,097		459,655		157,866		617,521
Residential Real Estate:
First Lien-Investment		323,641		—		323,641		288,747		1,253,005		1,541,752
First Lien-Owner Occupied		—		645,089		645,089		241,445		2,124,416		2,365,861
HELOC and Jr. Liens		—		15,779		15,779		—		—		—
Commercial and Industrial		221,373		—		221,373		4,471		873,796		878,267
Consumer		19,657		—		19,657		—		2,039		2,039
Total 30-89 days past due		2,523,768		1,284,142		3,807,910		994,318		5,770,232		6,764,550
90 or more days past due
Commercial Real Estate:
Land and A&D		—		—		—		—		128,938		128,938
Residential Real Estate:
First-Owner Occupied		223,601		885,152		1,108,753		—		—		—
Consumer		34,994		—		34,994		—		499		499
Total 90 or more days past due		258,595		885,152		1,143,747		—		129,437		129,437
Total accruing past due loans		2,782,363		2,169,294		4,951,657		994,318		5,899,669		6,893,987
Commercial Real Estate:
Owner Occupied		2,398,105		—		2,398,105		2,474,813		—		2,474,813
Investment		—		—		—		—		64,447		64,447
Hospitality		1,355,719		—		1,355,719
Land and A&D		—		197,451		197,451		—		261,700		261,700
Residential Real Estate:
First-Investment		192,501		176,335		368,836		102,443		580,696		683,139
First-Owner Occupied		—		297,451		297,451		—		566,701		566,701
Commercial and Industrial		1,856,432		873,796		2,730,228		1,842,819		—		1,842,819
Non-accruing loans:		5,802,757		1,545,033		7,347,790		4,420,075		1,473,544		5,893,619
Total Loans	$	1,093,435,979	$	204,125,934	$	1,297,561,913	$	912,960,157	$	237,709,843	$	1,150,670,000

We consider all nonperforming loans and troubled debt restructurings (TDRs) to be impaired. We do not recognize interest income on nonperforming loans during the time period that the loans are nonperforming. We only recognize interest income on nonperforming loans when we receive payment in full for all amounts due of all contractually required principle and interest, and the loan is current with its contractual terms. The tables below present our impaired loans at and for the periods ended September 30, 2016 and December 31, 2015.

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Impaired Loans at September 30, 2016

							Three months September 30, 2016				Nine Months Ended September 30, 2016
	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	$	569,143	$	569,143	$	—	$	1,222,859	$	1,280	$	1,229,181	$	9,593
Investment		1,223,523		1,223,523		—		1,223,523		9,741		1,248,574		45,247
Residential Real Estate:
Investment		192,501		192,501		—		200,854		4,281		201,694		4,281
Commercial		865,728		865,728		—		3,297,366		—		3,338,295		3,076
With an allowance recorded:
Commercial Real Estate:
Owner Occupied		2,076,505		2,076,505		471,005		6,570,593		104		6,605,858		39,544
Hospitality		1,355,719		1,355,719		135,572		4,183,419		—		4,199,162		15,038
Commercial and Industrial		990,704		990,704		525,195		2,082,387		5,571		2,046,717		6,517
Total legacy impaired		7,273,823		7,273,823		1,131,772		18,781,001		20,977		18,869,481		123,296
Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Land and A&D		334,271		45,000		—		334,271		—		334,271		—
Residential Real Estate:
First-Owner Investment		293,046		171,348		—		292,928		1,159		293,841		3,643
First-Owner Occupied		667,219		667,219		—		1,403,588		3,711		1,408,689		18,226
Land and A&D		410,095		245,710		—		416,389		5,505		418,063		14,753
Commercial and Industrial		77,230		77,230		—		82,611		518		83,049		3,006
With an allowance recorded:
Residential Real Estate:
First-Owner Investment		79,761		79,761		78,145		367,132		—		367,261		—
First-Owner Occupied		297,451		297,451		297,450		1,800,018		—		1,804,205		—
Commercial		873,796		873,796		9,316		5,309,745		—		5,327,777		—
Total acquired impaired		3,032,869		2,457,515		384,911		10,006,682		10,893		10,037,156		39,628
Total impaired	$	10,306,692	$	9,731,338	$	1,516,683	$	28,787,683	$	31,870	$	28,906,637	$	162,924

(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 purchased credit impaired loans are not performing according to their contractual terms and meet the definition of an impaired loan. Although we do not accrue interest income at the contractual rate on these loans, we do recognize an accretable yield as interest income to the extent such yield is supported by cash flow analysis of the underlying loans. 

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Impaired Loans

 December 31, 2015

	Unpaid						Average		Interest
	Principal		Recorded		Related		Recorded		Income
	Balance		Investment		Allowance		Investment		Recognized
Legacy
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied	$	575,562	$	575,562	$	—	$	1,232,306	$	13,147
Investment		1,264,141		1,264,141		—		1,264,141		56,959
Residential Real Estate:
First Lien-Investment		102,443		102,443		—		330,106		—
Commercial and Industrial		922,826		922,826		—		3,338,295		—
With an allowance recorded:
Commercial Real Estate:
Owner Occupied		2,153,214		2,153,214		119,199		6,605,858		—
Commercial and Industrial		1,039,255		1,039,255		605,336		1,997,077		9,593
Consumer		—		—		—		—		—
Total legacy impaired		6,057,441		6,057,441		724,535		14,767,783		79,699
Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Investment		—		—		—		—		—
Land and A&D		267,113		261,700		—		490,977		—
Residential Real Estate:
First Lien-Owner Occupied		528,964		518,243		—		1,062,798		28,477
With an allowance recorded:
Residential Real Estate:
First Lien-Investment		223,617		219,225		88,604		367,261		—
Total acquired impaired		1,019,694		999,168		88,604		1,921,036		28,477
Total impaired	$	7,077,135	$	7,056,609	$	813,139	$	16,688,819	$	108,176

(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 purchased credit impaired loans are not performing according to their contractual terms and meet the definition of an impaired loan. Although we do not accrue interest income at the contractual rate on these loans, we do recognize an accretable yield as interest income to the extent such yield is supported by cash flow analysis of the underlying loans. 

We consider a loan a TDR when we conclude that both of the following conditions exist: the restructuring constitutes a concession and the debtor is experiencing financial difficulties. Restructured loans at September 30, 2016 consisted of seven loans for $903 thousand compared to five loans at December 31, 2015 for $711 thousand.

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The following table includes the recorded investment in and number of modifications of TDRs for the three and nine months ended September 30, 2016 and 2015. We report the recorded investment in loans prior to a modification and also the recorded investment in the loans after the loans were restructured. Reductions in the recorded investment are primarily due to the partial charge‑off of the principal balance prior to the modification.  We had no loans that were modified as a TDR that defaulted within twelve months of the modification date during the three or nine month periods ending September 30, 2016.

	Loans Modified as a TDR for the three months ended
	September 30, 2016					September 30, 2015
		Pre-		Post			Pre-		Post
		Modification		Modification			Modification		Modification
		Outstanding		Outstanding			Outstanding		Outstanding
Troubled Debt Restructurings—	# of	Recorded		Recorded		# of	Recorded		Recorded
(Dollars in thousands)	Contracts	Investment		Investment		Contracts	Investment		Investment
Residential Real Estate Non-Owner Occupied	—		—		—	1		232,257		237,551
	Loans Modified as a TDR for the nine months ended
	September 30, 2016					September 30, 2015
		Pre-		Post			Pre-		Post
		Modification		Modification			Modification		Modification
		Outstanding		Outstanding			Outstanding		Outstanding
Troubled Debt Restructurings—	# of	Recorded		Recorded		# of	Recorded		Recorded
(Dollars in thousands)	Contracts	Investment		Investment		Contracts	Investment		Investment
Commercial Real Estate	1		256,669		91,770	—		—		—
Residential Real Estate Non-Owner Occupied	1		136,173		66,767	1		232,257		237,551
Total Troubled Debt Restructurings	2	$	392,842	$	158,537	1	$	232,257	$	237,551

Acquired impaired loans

The following table documents changes in the accretable (premium) discount on acquired impaired loans during the nine months ended September 30, 2016 and 2015, along with the outstanding balances and related carrying amounts for the beginning and end of those respective periods.

	September 30, 2016		September 30, 2015
Balance at beginning of period	$	276,892	$	(31,551)
Accretion of fair value discounts		(200,353)		(62,154)
Reclassification from non-accretable discount		91,289		66,020
Balance at end of period	$	167,828	$	(27,685)

	Contractually
	Required Payments
	Receivable		Carrying Amount
At September 30, 2016	$	12,457,556	$	9,924,121
At December 31, 2015		14,875,352		10,675,943
At September 30, 2015		8,967,694		7,183,708
At December 31, 2014		10,658,840		7,994,604

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

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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 September 30, 2016 and December 31, 2015:

September 30, 2016	Account Balance
	Legacy		Acquired		Total
Risk Rating
Pass (1-5)
Commercial Real Estate:
Owner Occupied	$	193,400,596	$	45,765,325	$	239,165,921
Investment		392,296,125		43,748,333		436,044,458
Hospitality		123,129,974		9,661,934		132,791,908
Land and A&D		47,783,461		5,831,750		53,615,211
Residential Real Estate:
First Lien-Investment		69,650,535		22,677,902		92,328,437
First Lien-Owner Occupied		30,822,875		42,541,040		73,363,915
Land and A&D		55,548,235		4,914,290		60,462,525
HELOC and Jr. Liens		23,746,164		3,733,909		27,480,073
Commercial and Industrial		127,623,613		5,732,981		133,356,594
Consumer		5,237,924		155,756		5,393,680
		1,069,239,502		184,763,220		1,254,002,722
Special Mention (6)
Commercial Real Estate:
Owner Occupied		2,812,834		4,620,451		7,433,285
Investment		404,081		1,790,266		2,194,347
Hospitality		—		1,416,362		1,416,362
Land and A&D		2,544,160		163,667		2,707,827
Residential Real Estate:
First Lien-Investment		592,731		1,584,310		2,177,041
First Lien-Owner Occupied		534,463		1,904,122		2,438,585
Land and A&D		3,244,154		800,364		4,044,518
Commercial and Industrial		639,439		197,383		836,822
		10,771,862		12,476,925		23,248,787
Substandard (7)
Commercial Real Estate:
Owner Occupied		3,471,765		1,210,068		4,681,833
Investment		4,770,688		1,529,498		6,300,186
Hospitality		1,355,719		—		1,355,719
Land and A&D		—		45,000		45,000
Residential Real Estate:
First Lien-Investment		594,444		819,891		1,414,335
First Lien-Owner Occupied		—		1,860,968		1,860,968
Land and A&D		77,395		469,887		547,282
Commercial and Industrial		3,154,604		950,477		4,105,081
		13,424,615		6,885,789		20,310,404
Doubtful (8)		—		—		—
Loss (9)		—		—		—
Total	$	1,093,435,979	$	204,125,934	$	1,297,561,913

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December 31, 2015	Account Balance
	Legacy		Acquired		Total
Risk Rating
Pass (1-5)
Commercial Real Estate:
Owner Occupied	$	187,470,038	$	50,432,486	$	237,902,524
Investment		296,144,038		54,124,835		350,268,873
Hospitality		91,440,548		9,346,283		100,786,831
Land and A&D		47,935,681		6,105,829		54,041,510
Residential Real Estate:
First Lien-Investment		67,862,579		28,921,586		96,784,165
First Lien-Owner Occupied		37,409,003		47,907,579		85,316,582
Land and A&D		33,611,213		5,810,524		39,421,737
HELOC and Jr. Liens		24,162,182		4,350,955		28,513,137
Commercial and Industrial		102,721,919		8,367,518		111,089,437
Consumer		6,631,311		243,804		6,875,115
		895,388,512		215,611,399		1,110,999,911
Special Mention (6)
Commercial Real Estate:
Owner Occupied		2,863,922		4,843,163		7,707,085
Investment		1,025,908		1,821,487		2,847,395
Hospitality		—		1,430,277		1,430,277
Land and A&D		2,648,788		323,655		2,972,443
Residential Real Estate:
First Lien-Investment		867,973		1,543,819		2,411,792
First Lien-Owner Occupied		77,855		2,805,695		2,883,550
Land and A&D		1,608,588		1,022,872		2,631,460
HELOC and Jr. Liens		6,107		—		6,107
Commercial and Industrial		1,279,234		198,578		1,477,812
		10,378,375		13,989,546		24,367,921
Substandard (7)
Commercial Real Estate:
Owner Occupied		3,575,859		1,936,948		5,512,807
Investment		1,264,141		1,803,055		3,067,196
Land and A&D		—		42,670		42,670
Residential Real Estate:
First Lien-Investment		391,190		1,069,048		1,460,238
First Lien-Owner Occupied		—		1,491,443		1,491,443
Land and A&D		—		812,364		812,364
Commercial and Industrial		1,962,080		953,370		2,915,450
		7,193,270		8,108,898		15,302,168
Doubtful (8)		—		—		—
Loss (9)		—		—		—
Total	$	912,960,157	$	237,709,843	$	1,150,670,000

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The following table details activity in the allowance for loan losses by portfolio segment for the three and nine month periods ended September 30, 2016 and 2015.  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 September 30, 2016	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	1,142,852	$	3,939,232	$	927,072	$	9,767	$	6,018,923
General provision for loan losses		70,275		71,108		169,157		(4,609)		305,931
Recoveries		28,147		—		2,979		3,813		34,939
		1,241,274		4,010,340		1,099,208		8,971		6,359,793
Loans charged off		—		—		(7,100)		(300)		(7,400)
Ending Balance	$	1,241,274	$	4,010,340	$	1,092,108	$	8,671	$	6,352,393

			Commercial		Residential
Nine Months Ended September 30, 2016	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	1,168,529	$	3,046,714	$	682,962	$	11,613	$	4,909,818
General provision for loan losses		34,785		963,626		397,153		(11,022)		1,384,542
Recoveries		42,431		—		22,147		14,666		79,244
		1,245,745		4,010,340		1,102,262		15,257		6,373,604
Loans charged off		(4,471)		—		(10,154)		(6,586)		(21,211)
Ending Balance	$	1,241,274	$	4,010,340	$	1,092,108	$	8,671	$	6,352,393
Amount allocated to:
Legacy Loans:
Individually evaluated for impairment	$	525,195	$	606,577	$	—	$	—	$	1,131,772
Other loans not individually evaluated		716,079		3,403,763		707,197		8,671		4,835,710
Acquired Loans:
Individually evaluated for impairment		—		—		384,911		—		384,911
Ending balance	$	1,241,274	$	4,010,340	$	1,092,108	$	8,671	$	6,352,393

			Commercial		Residential
Three Months Ended September 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	873,048	$	2,775,654	$	756,120	$	31,090	$	4,435,912
General provision for loan losses		102,642		96,069		70,467		(5,583)		263,595
Recoveries		600		—		41,446		7,243		49,289
		976,290		2,871,723		868,033		32,750		4,748,796
Loans charged off		(29,743)		—		(265,339)		—		(295,082)
Ending Balance	$	946,547	$	2,871,723	$	602,694	$	32,750	$	4,453,714

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			Commercial		Residential
Nine Months Ended September 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		474,753		313,335		241,507		(118,611)		910,984
Recoveries		2,142		20		96,531		55,304		153,997
		1,173,266		2,871,723		1,265,033		36,794		5,346,816
Loans charged off		(226,719)		—		(662,339)		(4,044)		(893,102)
Ending Balance	$	946,547	$	2,871,723	$	602,694	$	32,750	$	4,453,714
Allowance allocated to:
Legacy Loans:
Individually evaluated for impairment	$	206,517	$	14,274	$	—	$	—	$	220,791
Other loans not individually evaluated		740,030		2,857,449		513,980		32,750		4,144,209
Acquired Loans:
Individually evaluated for impairment		—		—		88,714		—		88,714
Ending balance	$	946,547	$	2,871,723	$	602,694	$	32,750	$	4,453,714

Our recorded investment in loans at September 30, 2016 and 2015 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
September 30, 2016	Commercial		Real Estate		Real Estate		Consumer		Total
Legacy loans:
Individually evaluated for impairment with specific reserve	$	990,704	$	3,432,224	$	—	$	—	$	4,422,928
Individually evaluated for impairment without specific reserve		865,728		1,792,666		192,501		—		2,850,895
Other loans not individually evaluated		129,561,224		766,744,513		184,618,494		5,237,924		1,086,162,155
Acquired loans:
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)		873,796		—		377,212		—		1,251,008
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)		77,230		334,271		1,370,360		—		1,781,861
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)		—		4,283,712		5,640,409		—		9,924,121
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		5,929,815		111,164,672		73,918,702		155,756		191,168,945
Ending balance	$	138,298,497	$	887,752,058	$	266,117,678	$	5,393,680	$	1,297,561,913

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			Commercial		Residential
September 30, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Legacy loans:
Individually evaluated for impairment with specific reserve	$	332,023	$	14,274	$	—	$	—	$	346,297
Individually evaluated for impairment without specific reserve		653,498		1,533,345		105,148		—		2,291,991
Other loans not individually evaluated		104,550,503		624,337,136		153,485,910		6,395,608		888,769,157
Acquired loans:
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)		—		—		223,617		—		223,617
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)		81,081		48,359		1,442,734		—		1,572,174
Individually evaluated for impairment without specific reserve (ASC 310-30 at acquisition)		—		3,473,058		3,710,650		—		7,183,708
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		6,915,085		70,141,899		65,748,701		219,249		143,024,934
Ending balance	$	112,532,190	$	699,548,071	$	224,716,760	$	6,614,857	$	1,043,411,878

5.OTHER REAL ESTATE OWNED

At September 30, 2016 and December 31, 2015, the fair value of other real estate owned was $1.9 million and $2.5 million, respectively.  As a result of the acquisitions of MB&T, WSB and Regal Bank, we have segmented the other real estate owned (OREO) into two components, real estate obtained as a result of loans originated by Old Line Bank (legacy) and other real estate acquired from MB&T, WSB and Regal Bank or obtained as a result of loans originated by MB&T, WSB and Regal Bank (acquired). We are currently aggressively either marketing these properties for sale or improving them in preparation for sale. 

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

Nine Months Ended September 30, 2016	Legacy		Acquired		Total
Beginning balance	$	425,000	$	2,047,044	$	2,472,044
Real estate acquired through foreclosure of loans		—		365,895		365,895
Additional valuation adjustment of real estate owned		—		(35,400)		(35,400)
Sales/deposit on sales		—		(948,039)		(948,039)
Net realized gain on sale of real estate owned		—		80,220		80,220
Ending balance	$	425,000	$	1,509,720	$	1,934,720

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 September 30, 2016, residential foreclosures classified as other real estate owned totaled $190 thousand.  Loans secured by residential real estate in process of foreclosure totaled $396 thousand at September 30, 2016 compared to $583 thousand at December 31, 2015.

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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.

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		Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Weighted average number of shares	10,848,418	10,544,357	10,824,436	10,655,375
Dilutive average number of shares	11,033,655	10,685,306	10,998,150	10,792,821

7.STOCK BASED COMPENSATION

For the three months ended September 30, 2016 and 2015, we recorded stock-based compensation expense of $182,583 and $118,176, respectively.  For the nine months ended September 30, 2016 and 2015, we recorded stock-based compensation expense of $444,664 and $300,243, respectively.  At September 30, 2016, there was $1.2 million 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 September 30, 2016, there were 332,161 shares remaining available for future issuance under the 2010 equity incentive plan. The officers exercised 20,053 options during the nine month period ended September 30, 2016 compared to 32,000 options exercised during the nine month period ended September 30, 2015.

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, 2015, have applied the assumptions set forth in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2015.  During the nine months ended September 30, 2016 and 2015, we granted 58,927 and 50,597 stock options, respectively.  The weighted average grant date fair value of these 2016 stock options is $5.38 and was computed using the Black-Scholes option pricing model under similar assumptions.

During the nine months ended September 30, 2016 and 2015, we granted 36,461 and 30,726 restricted common stock awards, respectively. The weighted average grant date fair value of these restricted stock awards is $17.75 at September 30, 2016. There were no restricted shares forfeited during the nine month periods ending September 30, 2016 and 2015.

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

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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 three and nine months ended September 30, 2016 and year ended December 31, 2015, there were no transfers between levels.

At September 30, 2016, we hold, as part of our investment portfolio, available for sale securities reported at fair value consisting of municipal securities, U.S. government sponsored entities, corporate bonds, mortgage-backed securities.  The fair value of the majority of these securities is determined using widely accepted valuation techniques including matrix pricing and broker-quote based applications.  Inputs include benchmark yields, reported trades, issuer spreads, prepayments speeds and other relevant items.  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 and our corporate bonds, which fall into Level 3. 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	At September 30, 2016 (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:
U.S. Treasury securities	$	2,999	$	2,999	$	—	$	—	$	—
U.S. government agency		5,372		—		5,372		—		—
Corporate Bond		6,562		—		—		6,562		—
Municipal securities		65,455		—		65,455		—		—
FHLMC MBS		21,656		—		21,656		—		—
FNMA MBS		76,873		—		76,873		—		—
GNMA MBS		22,914		—		22,914		—		—
Total recurring assets at fair value	$	201,831	$	2,999	$	192,270	$	6,562	$	—

	At December 31, 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:
U.S. Treasury securities	$	3,000	$	3,000	$	—	$	—	$	—
U.S. government agency		36,607		—		36,607		—		—
Municipal securities		50,203		—		50,203		—		—
FHLMC MBS		21,763		—		21,763		—		—
FNMA MBS		49,101		—		49,101		—		—
GNMA MBS		29,418		—		29,418		—		—
SBA loan pools		4,614		—		4,614		—		—
Total recurring assets at fair value	$	194,706	$	3,000	$	191,706	$	—	$	—

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.

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

		Level 3
(in thousands)		Nine Months Ended September 30, 2016
Investment available-for-sale
Balance as of January 1, 2016	$	—
Realized and unrealized gains (losses)
Included in earnings		—
Included in other comprehensive income		62
Purchases, issuances, sales and settlements		6,500
Transfers into or out of level 3		—
Balance at September 30, 2016	$	6,562

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

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We may be required from time to time, to measure certain assets at fair value on a non-recurring basis in accordance with U.S. 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 September 30, 2016 and December 31, 2015 are included in the tables below.

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 September 30, 2016 (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:	$	6,142	$	—	$	—	$	6,142
Acquired:		2,073		—		—		2,073
Total Impaired Loans		8,215		—		—		8,215
Other real estate owned:
Legacy:		425		—		—		425
Acquired:		1,510		—		—		1,510
Total other real estate owned:		1,935		—		—		1,935
Total	$	10,150	$	—	$	—	$	10,150

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	At December 31, 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:	$	5,333	$	—	$	—	$	5,333
Acquired:		1,958		—		—		1,958
Total Impaired Loans		7,291		—		—		7,291
Other real estate owned:
Legacy:		425		—		—		425
Acquired:		2,047		—		—		2,047
Total other real estate owned:		2,472		—		—		2,472
Total	$	9,763	$	—	$	—	$	9,763

As of September 30, 2016 and December 31, 2015, we estimated the fair value of impaired assets using Level 3 inputs to be $10.2  million and $9.8 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, WSB Holdings and Regal, 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, WSB and Regal Bank or obtained as a result of loans originated by MB&T, WSB and Regal Bank (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.

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.

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.

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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.

	September 30, 2016 (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	$	30,158	$	30,158	$	30,158	$	—	$	—
Loans receivable, net		1,292,432		1,298,958		—		—		1,298,958
Loans held for sale		7,578		7,895		—		7,895		—
Investment securities available for sale		201,831		201,831		2,999		192,270		6,562
Equity Securities at cost		6,603		6,603		—		6,603		—
Accrued interest receivable		3,686		3,686		—		784		2,902
Liabilities:
Deposits:
Non-interest-bearing		328,967		328,967		—		328,967		—
Interest bearing		972,326		981,449		—		981,449		—
Short term borrowings		141,775		141,775		—		141,775		—
Long term borrowings		37,575		37,575		—		37,575		—
Accrued Interest payable		712		712		—		712		—

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	December 31, 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	$	43,701	$	43,701	$	43,701	$	—	$	—
Loans receivable, net		1,147,035		1,153,976		—		—		1,153,976
Loans held for sale		8,112		8,397		—		8,397		—
Investment securities available for sale		194,706		194,706		3,000		191,706		—
Equity Securities at cost		4,942		4,942		—		4,942		—
Accrued interest receivable		3,815		3,815		—		908		2,907
Liabilities:
Deposits:
Non-interest-bearing		328,549		328,549		—		328,549		—
Interest bearing		907,331		908,356		—		908,356		—
Short term borrowings		107,557		107,557		—		107,557		—
Long term borrowings		9,593		9,593		—		9,593		—
Accrued Interest payable		417		417		—		417		—

9.SHORT TERM BORROWINGS

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

Securities Sold Under Agreements to Repurchase

To support the $31.8 million in repurchase agreements at September 30, 2016, we have provided collateral in the form of investment securities.  At September 30, 2016 we have pledged $38.9 million in U.S. government agency securities and mortgage-backed securities to customers who require collateral for overnight repurchase agreements and deposits.  Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction.  As a result, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities.  We monitor collateral levels on a continuous basis.  We may be required to provide additional collateral based on the fair value of the underlying securities in the event the collateral fair value falls below stipulated levels.  We closely monitor the collateral levels to ensure adequate levels are maintained. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.  We have the right to sell or re-pledge the investment securities.  For government entity repurchase agreements, the collateral is held by Old Line Bank in a segregated custodial account under a tri-party agreement.  The repurchase agreements totaling $31.8 million mature daily and will remain fully collateralized until the account has been closed or terminated.

10.

10.  LONG TERM BORROWINGS

Long term borrowings consists of $35 million in aggregate principal amount of Old Line Bancshares 5.625% Fixed-to-Floating Rate Subordinated Notes due 2016 (the “Notes”).  The Notes were issued pursuant to an indenture and a supplemental indenture, each dated as of August 15, 2016, between Old Line Bancshares and U.S. Bank National Association as Trustee.  The Notes are unsecured subordinated obligations of Old Line Bancshares and rank equally with all other unsecured subordinated indebtedness currently outstanding or issued in the future.  The Notes are subordinated in right of payment of all senior indebtedness.  The fair value of these notes is $34.0 million. 

Also included in long term borrowings are trust preferred subordinated debentures totaling $3.6 million (net of $2.9 million fair value adjustment) at September 30, 2016 as a result of the Regal acquisition.  The trust preferred

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subordinated debentures consists of two trusts – Trust 1 in the amount of $4.0 million (fair value adjustment of $1.6 million) maturing on March 17, 2034 and Trust 2 in the amount of $2.5 million (fair value adjustment $1.3 million) maturing on December 14, 2035.

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11.REGAL ACQUISITION

On December 4, 2015, Old Line Bancshares completed its acquisition of Regal, the parent company of Regal Bank, through the merger of Regal with and into Bancshares (the “Merger”).  The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of August 5, 2015, by and between Old Line Bancshares and Regal, as amended (the “Merger Agreement”).  This acquisition facilitated Old Line Bank’s entry into the attractive markets of Baltimore County and Carroll County, Maryland.

As a result of the Merger, each share of preferred stock of Regal was converted into the right to receive $2.00 in cash, and each share of common stock of Regal was converted into the right to receive, at the holder’s election, $12.68 in cash or 0.7718 shares of Old Line Bancshares’ common stock, provided that (i) cash was paid in lieu of any fractional shares of Old Line Bancshares common stock and (ii) no more than 59% of the total consideration paid in the merger could consist of cash.  As a result Old Line Bancshares issued approximately 230,640 shares of its common stock and paid approximately $2.9 million in cash in exchange for the shares of common stock and preferred stock of Regal in the Merger.  The aggregate Merger consideration was approximately $7.0 million as calculated pursuant to the Merger Agreement.

In connection with the Merger, the parties caused Regal Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.

The acquired assets and assumed liabilities of Regal were measured at estimated fair value. Management made significant estimates and exercised significant judgment in accounting for the acquisition of Regal. Management judgmentally assigned risk ratings to loans based on appraisals and estimated collateral values, expected cash flows, prepayment speeds and estimated loss factors to measure fair values for loans. Management used quoted or current market prices to determine the fair value of investment securities, long‑term borrowings and trust preferred subordinated debentures that were assumed from Regal.

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

Purchase Price Consideration
Cash consideration	$	2,852,321
Purchase price assigned to shares exchanged for stock		4,144,601
Total purchase price for Regal acquisition		6,996,922

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Fair Value of Assets Acquired
Cash and due from banks	$	6,344,304
Investment securities available for sale		23,832,038
Loans, net of deferred fees and costs		91,440,695
Premises and equipment		1,807,143
Accrued interest receivable		253,863
Deferred income taxes		502,320
Bank owned life insurance		4,309,770
Other real estate owned		808,150
Core deposit intangible		722,780
Other assets		603,020
Total assets acquired	$	130,624,083
Fair Value of Liabilities assumed
Deposits	$	103,975,043
Long term borrowings		16,090,182
Trust preferred subordinated debentures		3,716,838
Other liabilities		1,837,790
Total liabilities assumed	$	125,619,853
Fair Value of net assets acquired		5,004,230
Total Purchase Price		6,996,922
Goodwill recorded for Regal	$	1,992,692

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

Introduction

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

In this report, references to the “Company,” “we,” “us,” and “ours” refer to Old Line Bancshares, Inc. and its subsidiaries, collectively, and references to the “Bank” refer to Old Line Bank. 

Overview

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

On April 1, 2011, we acquired Maryland Bankcorp, Inc. (“Maryland Bankcorp”), the parent company of Maryland Bank & Trust Company, N.A (“MB&T”), on May 10, 2013, we acquired WSB Holdings, Inc. (“WSB Holdings”), the parent company of The Washington Savings Bank, F.S.B. (“WSB”) and on December 4, 2015, we acquired Regal Bancorp, Inc. (“Regal”), the parent company of Regal Bank & Trust (“Regal Bank”).  These acquisitions created

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the third largest independent commercial bank based in Maryland, with assets of more than $1.5 billion and with 23 full service branches serving eight counties at the time of the Regal acquisition. 

Summary of Recent Performance and Other Activities

Net loans held-for-investment at September 30, 2016 increased $145.4 million, or 12.68%, compared to December 31, 2015.  Net income available to common stockholders increased $431 thousand, or 13.84%, to $3.5 million for the three months ended September 30, 2016, compared to $3.1 million for the three months ended September 30, 2015.  Earnings were $0.33 per basic and $0.32 per diluted common share for the three months ended September 30, 2016 and $0.30 per basic and $0.29 per diluted common share for the same period in 2015.  The increase in net income is primarily the result of a $1.6 million increase in net interest income and a $294 thousand increase in non-interest income, offsetting a $1.2 million increase in non-interest expenses and a $42 thousand increase in the provision for loan losses.  Included in net income were $50 thousand in fixed asset writedowns, $50 thousand in severance expense and $285 thousand in occupancy and equipment expense as the result of the reductions resulting from the previously announced closure of three branches on September 30, 2016. 

Net income available to common stockholders was $8.8 million for the nine months ended September 30, 2016, compared to $8.5 million for the same nine month period last year, an increase of $358 thousand, or 4.22%.  Earnings were $0.82 per basic and $0.80 per diluted common share for the nine months ended September 30, 2016 compared to $0.80 per basic and $0.78 per diluted common share for the same period last year.  The increase in net income is primarily the result of increases of $4.6 million in net interest income and $1.5 million in non-interest income, offsetting increases of $4.9 million in non-interest expenses and $474 thousand in the provision for loan losses. Included in net income were $50 thousand in fixed asset writedowns, $443 thousand for severance payments and $285 thousand in occupancy and equipment expense resulting from our previously announced strategic staff reductions and branch closures as well as $661 thousand in merger related expense associated with the acquisition of Regal Bancorp, Inc. 

The following highlights contain additional financial data and events that have occurred during the three and nine month periods ended September 30, 2016:

· Net loans held-for-investment increased $50.4 million, or 4.06%, and $145.4 million, or 12.68%, respectively, during the three and nine months ended September 30, 2016, to $1.3 billion at September 30, 2016, compared to $1.1 billion at December 31, 2015, as a result of organic growth within our market area. 

· Average gross loans increased $235.1 million, or 22.70%, to $1.3 billion for the three month period ending September 30, 2016 compared to $1.0 billion during the three months ended September 30, 2015.  Average gross loans for the nine month period increased $221.3 million, or 22.18%, to $1.2 billion compared to $998 million for the nine month period ended September 30, 2015.  The growth for the three and nine month periods this year as compared to the same periods last year includes approximately $91.0 million in loans acquired in the Regal merger. 

· Nonperforming assets increased to 0.63% of total assets at September 30, 2016 from 0.60% at December 31, 2015. 

· Total assets increased $140.0 million, or 9.28%, since December 31, 2015.

· Net income available to common stockholders increased 13.84% to $3.5 million, or $0.33 per basic and $0.32 per diluted share, for the three month period ending September 30, 2016, from $3.1 million, or $0.30 per basic and $0.29 per diluted share, for the third quarter of 2015.  Net income available to common stockholders increased $358 thousand or 4.22% to $8.8 million, or $0.82 per basic and $0.80 per diluted share, for the nine month period ending September 30, 2016, from $8.5 million, or $0.80 per basic and $0.78 per diluted share, for the nine months ending September 30, 2015.

· The net interest margin during the three months ended September 30, 2016 was 3.73% compared to 4.07% for the same period in 2015.  Total yield on interest earning assets decreased to 4.27% for the three months ending September 30, 2016, compared to 4.49% for the same three month period last year.  Interest expense as a

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percentage of total interest-bearing liabilities was 0.71% for the three months ended September 30, 2016 compared to 0.55% for the same three month period of 2015.

· The net interest margin during the nine months ended September 30, 2016 was 3.81% compared to 4.12% for the same period in 2015.  Total yield on interest earning assets decreased to 4.30% for the nine months ending September 30, 2016, compared to 4.52% for the same nine month period last year.  Interest expense as a percentage of total interest-bearing liabilities was 0.64% for the nine months ended September 30, 2016 compared to 0.53% for the same nine month period of 2015.

· The third quarter Return on Average Assets (ROAA) and Return on Average Equity (ROAE) were 0.88% and 9.37%, respectively, compared to ROAA and ROAE of 0.93% and 8.87%, respectively, for the third quarter of 2015.

· ROAA and ROAE were 0.75% and 8.02%, respectively, for the nine months ended September 30, 2016 compared to ROAA and ROAE of 0.87% and 8.19%, respectively, for the nine months ending September 30, 2015.

· Total deposits grew by $65.4 million, or 5.29%, since December 31, 2015.

· We ended the third quarter of 2016 with a book value of $13.98 per common share and a tangible book value of $12.72 per common share compared to $13.31 and $12.02, respectively, at December 31, 2015.

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

· On August 15, 2016, Old Line Bancshares completed the sale of $35,000,000 in aggregate principal amount of its 5.625% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”).  The Notes were issued pursuant to an indenture and a supplemental indenture, each dated as of August 15, 2016, between Old Line Bancshares and U.S. Bank National Association as Trustee.  The Notes are unsecured subordinated obligations of Old Line Bancshares and rank equally with all other unsecured subordinated indebtedness currently outstanding or issued in the future.  The Notes are subordinated in right of payment of all senior indebtedness. 

· On August 19, 2016, Old Line Bank purchased the aggregate 37.5% interest in Pointer Ridge Office Investment, LLC (“Pointer Ridge”) not held by Old Line Bancshares for an aggregate of $280,139 pursuant to Agreements of Purchase and Sale of Membership Interests that the Bank entered into with each of the former owners of the remaining (in aggregate) 37.5% interest in Pointer Ridge.  Pointer Ridge owns our headquarters building, which we lease from Pointer Ridge. 

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The following summarizes the highlights of our financial performance for the three and nine month periods ended September 30, 2016 compared to same periods in 2015 (figures in the table may not match those discussed in the balance of this section due to rounding).

	Three months ended  September 30,
	(Dollars in thousands)
	2016			2015			$ Change		% Change
Net income available to common stockholders	$	3,543		$	3,112		$	431	13.85	%
Interest income		15,339			13,007			2,332	17.93
Interest expense		2,000			1,259			741	58.86
Net interest income before provision for loan losses		13,339			11,748			1,591	13.54
Provision for loan losses		306			264			42	15.91
Non-interest income		2,138			1,843			295	16.01
Non-interest expense		9,797			8,608			1,189	13.81
Average total loans		1,271,171			1,036,066			235,105	22.69
Average interest earning assets		1,469,516			1,188,185			281,331	23.68
Average total interest bearing deposits		962,098			813,732			148,366	18.23
Average non-interest bearing deposits		326,480			278,650			47,830	17.16
Net interest margin		3.73	%		4.07	%			(8.35)
Return on average equity		9.37	%		8.91	%			5.16
Basic earnings per common share	$	0.33		$	0.30		$	0.03	10.00
Diluted earnings per common share		0.32			0.29			0.03	10.34

	Nine months ended September 30,
	(Dollars in thousands)
	2016			2015			$ Change		% Change
Net income available to common stockholders	$	8,825		$	8,467		$	358	4.23	%
Interest income		44,111			37,829			6,282	16.61
Interest expense		5,184			3,486			1,698	48.71
Net interest income before provision for loan losses		38,927			34,343			4,584	13.35
Provision for loan losses		1,385			911			474	52.03
Non-interest income		6,685			5,180			1,505	29.05
Non-interest expense		30,975			26,054			4,921	18.89
Average total loans		1,219,563			998,243			221,320	22.17
Average interest earning assets		1,413,764			1,156,070			257,694	22.29
Average total interest bearing deposits		929,307			784,116			145,191	18.52
Average non-interest bearing deposits		322,162			270,392			51,770	19.15
Net interest margin		3.81	%		4.12	%			(7.52)
Return on average equity		8.02	%		8.21	%			(2.31)
Basic earnings per common share	$	0.82		$	0.80		$	0.02	2.50
Diluted earnings per common share		0.80			0.78			0.02	2.56

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.  During the past few years, we have expanded organically in Montgomery County and both organically and through acquisitions in Baltimore, Carroll, Charles, Prince George’s and Anne Arundel Counties, Maryland.

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

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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 continue to take advantage of strategic opportunities presented to us via mergers occurring in our marketplace.  For example, we may purchase branches that other banks close or lease branch space from other banks or hire additional loan officers.  We also continually evaluate and consider opportunities with financial services companies or institutions with which we may become a strategic partner, merge or acquire such as we have done with Maryland Bankcorp, WSB Holdings and Regal.

Although the current economic and regulatory climate continues to present challenges for our industry, we have worked diligently towards our goal of becoming the premier community bank in suburban Maryland, resulting in increased penetration into the Calvert, Charles, Prince George’s, Anne Arundel, St. Mary’s and Montgomery County markets as well as expansion into the Baltimore County and Carroll County.  While we are uncertain about the pace of economic growth or the impact of the current political environment, and we believe that international concerns, including slowing growth in China’s economy and the United Kingdom’s planned exit from the European Union, and the 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 willstay current on their loans and that we can continue to grow our balance sheet and earnings.

If the Board of Governors of the Federal Reserve System maintains the federal funds rate at or near current levels and the economy remains stable, we believe that we can continue to grow total loans and can grow deposits during the remainder of 2016 and continuing into 2017.  We also believe that we will be able to maintain a strong net interest margin during the remainder of 2016 and continuing into 2017.  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 2016 and continuing into 2017, although there can be no guarantee that this will be the case.

Further, while salaries and benefits expenses and other operating expenses have been trending down on a quarterly basis this year, we expect these expenses will be higher for the full-year 2016 than they were in 2015 due to the additional staff resulting from the Regal acquisition, our new Rockville locations and commercial loan officers hired during 2015 and 2016.  We will continue to look for opportunities to reduce expenses as we did pursuant to the organizational review we conducted this year that identified areas of job overlap as well as areas requiring improved staffing efficiencies that resulted in the elimination of a limited number of positions during the second quarter of 2016 and the consolidation of branches that resulted in the closure of three branches on September 30, 2016.

We believe with our existing and planned branches, our lending staff, our corporate infrastructure and our solid balance sheet and strong capital position, we can continue to focus our efforts on continuing to improve earnings per share and enhance stockholder value.

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions.  As discussed in Old Line Bancshares’ Form 10-K for the fiscal year ended December 31, 2015, 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 nine months ended September 30, 2016.

Results of Operations for the Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015.

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. 

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Net interest income before provision for loan losses for the three months ended September 30, 2016 increased $1.6 million, or 13.54%, to $13.3 million from $11.7 million for the same period in 2015.  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 a decrease in the yield on the loan portfolio, as well as an increase in interest expense resulting from an increase in the average rate on and, to a lesser extent, the average balance of, our interest-bearing liabilities, all as discussed further below.  We continue to adjust the mix and volume of interest earning assets and liabilities on the balance sheet to maintain a relatively strong net interest margin.  

 Total interest income increased $2.3 million, or 17.92%, to $15.3 million during the three months ended September 30, 2016 compared to $13.0 million during the three months ended September 30, 2015, primarily as a result of a $2.0 million increase in interest and fees on loans.  The increase in interest and fees on loans is the result of a $235.1 million increase in our average loans for the three months ended September 30, 2016 compared to the same period in 2015 as a result of strong organic loan growth and, to a lesser extent, the acquisition of Regal Bank, partially offset by a decrease in the average yield on loans.  The average yield on the loan portfolio decreased to 4.50% for the three months ended September 30, 2016 from 4.77% during the three months ended September 30, 2015 due to lower yields on new loans and re-pricing in the loan portfolio.  The fair value accretion/amortization on acquired loans affects interest income, primarily due to payoffs on such acquired loans.  Payoffs during the three months ended September 30, 2016 contributed a two basis point increase in interest income, as compared to 18 basis points for the three months ending September 30, 2015.  In addition, a $342 thousand increase in interest earned on investment and other securities also impacted total interest income for the 2016 period.  This increase was primarily related to increases in the interest earned on mortgage backed and municipal securities due to increases in the average balances of these securities, partially offset by a decrease in the yield on the municipal securities.

Total interest expense increased $741 thousand, or 58.86%, to $2.0 million during the three months ended September 30, 2016 from $1.3 million for the same period in 2015, as a result of increases in the average rate paid on and, to a lesser extent, the average balance of, interest bearing liabilities.  The average rate paid on interest bearing deposits increased to 0.59% during the three months ended September 30, 2016 from 0.55% the same three month period last year as a result of higher rates paid on time deposits, primarily time deposits acquired in the Regal acquisition. The average interest rate paid on all interest bearing liabilities increased to 0.71% during the three months ended September 30, 2016 from 0.55% during the three months ended September 30, 2015, primarily due to higher rates paid on our borrowings primarily as a result of our issuance of the Notes in August 2016 and acquisition of the trust preferred subordinated debentures in the Regal acquisition in August 2015, and to a lesser extent, the increase in the average rate paid on deposits.  The fair value accretion recorded on acquired deposits also affects interest expense.  The benefit from accretion on such deposits was one basis point for the three months ending September 30, 2016 and 2015. 

The average balance of interest bearing liabilities increased $213.0 million, or 23.64%, to $1.1 billion for the three months ended September 30, 2016 from $901.2 million for the three months ended September 30, 2015, as a result of increases of $148.4 million, or 18.24%, in our average interest bearing deposits and $64.6 million, or 73.92%, in our average borrowings quarter over quarter. The increase in our average interest bearing deposits is primarily due to the deposits acquired in the Regal acquisition and, to a lesser extent, organic deposit growth.  The increase in our average borrowings is primarily due to the use of short term Federal Home Loan Bank advances to fund new loan originations.  Included in borrowings is $35 million of Notes issued in August 2016.  We used the proceeds of the Notes issuance to purchase the remaining interest in Pointer Ridge, pay off a $5.8 million promissory note of Pointer Ridge and for general corporate purpose, including to fund loan growth.

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 $47.8 million to $326.5 million for the three months ended September 30, 2016, compared to $278.7 million for the three months ended September 30, 2015.

Our net interest margin decreased to 3.73% for the three months ended September 30, 2016 from 4.07% for the three months ended September 30, 2015.  The yield on average interest earning assets decreased 22 basis points for the period from 4.49% for the quarter ended September 30, 2015 to 4.27% for the quarter ended September 30, 2016 due to the decrease on the yield on our loan portfolio, and the average rate paid on our interest-bearing liabilities increased 16 basis points as discussed above. 

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During the three months ended September 30, 2016 and 2015, we continued to successfully collect payments on acquired loans that we had recorded at fair value at the acquisition date, which resulted in a positive impact in interest income. Total accretion decreased by $429 thousand for the three months ended September 30, 2016, 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  September 30,
	2016				2015
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	12,442	—	%	$	18,940	0.01	%
Mortgage loans		67,300	0.02			514,073	0.17
Consumer loans		12,947	—			3,771	—
Interest bearing deposits		52,728	0.01			38,091	0.01
Total accretion (amortization)	$	145,417	0.03	%	$	574,875	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 September 30, 2016 and 2015, 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
	2016						2015
	Average				Yield/		Average				Yield/
Three months ended  September 30,	balance		Interest		Rate		balance		Interest		Rate
Assets:
Federal funds sold (1)	$	351,894	$	415	0.47	%	$	1,311,776	$	175	0.05	%
Interest bearing deposits (1)		1,152,554		420	0.14			442,661		4	—
Investment securities (1)(2)
U.S. Treasury		2,998,957		5,322	0.70			3,000,268		2,811	0.37
U.S. government agency		5,121,632		24,473	1.90			36,891,125		135,269	1.45
Corporate Bond		3,385,870		42,188	4.94			—		—	—
Mortgage backed securities		121,321,653		562,518	1.84			70,915,487		312,067	1.75
Municipal securities		64,016,259		655,391	4.06			39,726,531		478,305	4.78
Other equity securities		6,142,247		99,685	6.44			4,398,188		70,034	6.32
Total investment securities		202,986,618		1,389,577	2.72			154,931,599		998,486	2.56
Loans(1)
Commercial		156,392,273		1,520,582	3.86			140,498,806		1,419,872	4.01
Mortgage real estate		1,108,655,692		12,818,877	4.59			887,752,347		10,929,306	4.88
Consumer		6,123,000		83,715	5.42			7,815,339		95,598	4.85
Total loans		1,271,170,965		14,423,174	4.50			1,036,066,492		12,444,776	4.77
Allowance for loan losses		6,145,988		—				4,567,326		—
Total loans, net of allowance		1,265,024,977		14,423,174	4.52			1,031,499,166		12,444,776	4.79
Total interest earning assets(1)		1,469,516,043		15,813,586	4.27			1,188,185,202		13,443,441	4.49
Non-interest bearing cash		28,168,294						39,141,171
Premises and equipment		36,486,228						33,848,252
Other assets		71,838,944						65,889,653
Total assets(1)		1,606,009,509						1,327,064,278
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		103,011,292		31,349	0.12			92,585,576		28,397	0.12
Money market and NOW		402,595,725		246,339	0.24			343,918,117		204,528	0.24
Time deposits		456,490,764		1,144,153	0.99			377,227,938		885,166	0.93
Total interest bearing deposits		962,097,781		1,421,841	0.59			813,731,631		1,118,091	0.55
Borrowed funds		152,091,696		577,709	1.51			87,448,890		141,009	0.64
Total interest bearing liabilities		1,114,189,477		1,999,550	0.71			901,180,521		1,259,100	0.55
Non-interest bearing deposits		326,480,191						278,650,167
		1,440,669,668						1,179,830,688
Other liabilities		15,260,196						8,422,924
Non-controlling interest		—						256,636
Stockholders’ equity		150,079,645						138,554,030
Total liabilities and stockholders’ equity	$	1,606,009,509					$	1,327,064,278
Net interest spread(1)					3.56						3.93
Net interest margin(1)			$	13,814,036	3.73	%			$	12,184,341	4.07	%

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

(2) Available for sale investment securities are presented at amortized cost.

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The following table describes the impact on our interest income and expense resulting from changes in average balances and average rates for the three months ended September 30, 2016 and 2015.  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  September 30,
	2016 compared to 2015
	Variance due to:
	Total		Rate		Volume
Interest earning assets:
Federal funds sold(1)	$	240	$	482	$	(242)
Interest bearing deposits		416		412		4
Investment Securities(1)
U.S. treasury		2,511		2,513		(2)
U.S. government agency		(110,796)		71,204		(182,000)
Corporate Bond		42,188		—		42,188
Mortgage backed securities		250,451		57,706		192,745
Municipal securities		177,086		(200,924)		378,010
Other		29,651		4,782		24,869
Loans:(1)
Commercial		100,710		(125,856)		226,566
Mortgage		1,889,571		(1,747,391)		3,636,962
Consumer		(11,883)		20,169		(32,052)
Total interest income (1)		2,370,145		(1,916,903)		4,287,048
Interest bearing liabilities
Savings		2,952		(740)		3,692
Money market and NOW		41,811		16,799		25,012
Time deposits		258,987		145,731		113,256
Borrowed funds		436,700		383,932		52,768
Total interest expense		740,450		545,722		194,728
Net interest income(1)	$	1,629,695	$	(2,462,625)	$	4,092,320

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

Provision for Loan Losses.  The provision for loan losses for the three months ended September 30, 2016 was $306 thousand, an increase of $42 thousand, or 16.06% compared to $264 thousand for the three months ended September 30, 2015.  This increase is the result of an increase in our loan held-for-investment portfolio and an increase in our reserves on specific loans.

Management identified probable losses in the loan portfolio and recorded charge-offs of $7 thousand for the three months ended September 30, 2016 compared to $295 thousand for the three months ended September 30, 2015.   Recoveries of $35 thousand were recognized for the three months ending September 30, 2016 compared to $49 thousand for the same three month period in 2015.

The allowance for loan losses to gross loans held-for-investment was 0.49% and 0.43%, and the allowance for loan losses to non-accrual loans was 86.47% and 83.31%, at September 30, 2016 and December 31, 2015, respectively.  The increase in the allowance for loan losses as a percentage of gross loans held-for-investment was the result of the increase in the percentage of our classified substandard and special mention legacy loans within the loan portfolio and the

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corresponding increase in our specific reserves.  The increase in the allowance for loan losses to non-accrual loans is primarily the result of the increase in the allowance.

Non-interest Income.  Non-interest income totaled $2.1 million for the three months ended September 30, 2016, an increase of $294 thousand, or 15.97%, from the corresponding period of 2015 amount of $1.8 million.

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

	Three months ended
	September 30,
	2016		2015		$ Change		% Change
Service charges on deposit accounts	$	445,901	$	442,225	$	3,676	0.83
Gain on sale of investment securities		326,021		604		325,417	53876.99%
Earnings on bank owned life insurance		284,982		250,950		34,032	13.56%
(Loss) on sale of assets		(49,957)		—		(49,957)	100.00%
Rental income		168,589		202,091		(33,502)	(16.58)
Income on marketable loans		782,510		457,613		324,897	71.00%
Other fees and commissions		179,802		490,015		(310,213)	(63.31)
Total non-interest income	$	2,137,848	$	1,843,498	$	294,350	15.97%

Non-interest income increased during the 2016 period primarily as a result of increases in gains on sale of investment securities, income on marketable loans and earnings on bank owned life insurance, offsetting a decrease in other fees and commissions and a loss on sale of assets.

During the three months ended September 30, 2016, gain on the sale of investment securities of $325 thousand resulted from the repositioning of our investment portfolio pursuant to which we sold approximately $29.9 million of our lowest yielding, longer duration securities, resulting in the gain.    All the net proceeds of these transactions were used to purchase new investment securities with slightly higher book yields.  We recorded from the sale of investment securities on two municipal bonds a net gain of $604 for the three month period ending September 30, 2015. 

Income on marketable loans consists of gain on the sale of loans and any fees we receive in connection with such sales.  Income on marketable loans increased $325 thousand during the three months ended September 30, 2016 compared to the same period last year primarily due to gains recorded on the sale of residential mortgage loans as a result of higher volume of loans sold in the secondary market and the premiums received on such loans. The residential mortgage division originated loans aggregating $31.6 million in the secondary market during the third quarter of 2016 compared to $23.4 million for the same period last year. 

The increase in earnings on bank owned life insurance is due to the bank owned life insurance we acquired in the Regal acquisition.

Other fees and commissions, which consists of other loan fees and the commissions earned on loans, decreased during the three months ended September 30, 2016 compared to the same period last year primarily as a result of gains of $153 thousand as a result of selling our credit card portfolio and $123 thousand in pre-payment penalties received on loans that paid off before their maturity dates during the 2015 period, for which there was no corresponding income this year.

The loss on the sale of assets during the three months ended September 30, 2016 was due to the disposition of assets associated with the branch closures on September 30, 2016.

Non-interest Expense.  Non-interest expense increased $1.2 million, or 13.82%, for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

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

	Three months ended
	September 30,
	2016		2015		$ Change		% Change
Salaries and benefits	$	4,862,711	$	4,407,726	$	454,985	10.32%
Occupancy and equipment		1,907,090		1,478,740		428,350	28.97%
Data processing		384,382		350,941		33,441	9.53%
FDIC insurance and State of Maryland assessments		286,047		241,634		44,413	18.38%
Core deposit premium amortization		202,129		193,960		8,169	4.21%
(Gain) loss on sale of other real estate owned		(27,914)		(114,709)		86,795	(75.67)
OREO expense		77,224		158,983		(81,759)	(51.43)
Director Fees		164,800		160,800		4,000	2.49%
Network services		127,219		162,516		(35,297)	(21.72)
Telephone		174,439		163,184		11,255	6.90%
Other operating		1,639,223		1,403,933		235,290	16.76%
Total non-interest expenses	$	9,797,350	$	8,607,708	$	1,189,642	13.82%

Non-interest expenses increased quarter over quarter primarily as a result of increases in salaries and benefits, occupancy and equipment and other operating expenses, as well as a decrease in the gain on sale of other real estate owned, partially offset by declines in other real estate owned (“OREO”) expense and network services, during the three months ended September 30, 2016 compared to the same period of 2015.  Salaries and benefits increased $455 thousand primarily as a result of additional staff due to our acquisition of Regal Bank, the addition of two commercial lending officers in the first quarter of 2016, and the additional staff for our new Rockville locations that opened in November 2015 and June 2016.   Occupancy and equipment increased $428 thousand primarily as a result of a lease abandonment accrual of $285 thousand for our Odenton branch that was closed on September 30, 2016, with the remaining expense due to the addition of the former Regal Bank branches and our new Rockville branches.  Gain on the sale of other real estate owned was $28 thousand during the three month period ended September 30, 2016, which related to five properties that we sold during the quarter, compared to a net gain of $115 thousand on the sale of an acquired property, which had been previously charged off, during the same period of 2015. Offsetting the above increases, OREO expense decreased as a result of a reduction in our OREO portfolio.  In addition, network services costs decreased as a result of our transition from outsourced services to internal monitoring with respect to our information technology.

Income Taxes.  We had an income tax expense of $1.8 million (34.08% of pre-tax income) for the three months ended September 30, 2016 compared to an income tax expense of $1.6 million (34.02% of pre-tax income) for the same period in 2015.  The effective tax rate increased slightly for the 2016 period due to an increase in our taxable income related to loan interest income compared to the same period last year.

Net Income Available to Common Stockholders.  Net income available to common stockholders was $3.5 million or $0.33 per basic and $0.32 per diluted common share for the three month period ending September 30, 2016 compared to $3.1 million, or $0.30 per basic and $0.29 per diluted common share, for the same period in 2015.  The increase in net income is primarily the result of the $1.6 million increase in net interest income and $294 thousand  increase in non-interest income, offsetting the increases of $1.2 million in non-interest expenses and $42 thousand in the provision for loan losses. 

Results of Operations for the nine months ended September 30, 2016 compared to nine months ended September 30, 2015.

Net Interest Income.  Net interest income before provision for loan losses for the nine months ended September 30, 2016 increased $4.6 million or 13.35% to $38.9 million from $34.3 million for the same period in 2015.  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 total interest expenses resulting from increases in both the average volume and average rate on our interest bearing liabilities. 

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The net effect of fair value accretion/amortization on acquired loans affects net interest income, primarily due to payoffs on such acquired loans.  Payoffs during the nine months ended September 30, 2016 contributed to a four basis point increase in the yield on earning assets, as compared to 13 basis points for the nine months ending September 30, 2015.  The fair value accretion recorded on acquired deposits affects interest expense.  The benefit from accretion on such deposits increased by one basis point as compared to the same nine month period of 2015. 

Total interest income increased $6.3 million, or 16.61%, to $44.1 million during the nine months ended September 30, 2016 compared to $37.8 million during the nine months ended September 30, 2015, primarily as a result of the $5.5 million increase in interest and fees on loans.  The increase in interest and fees on loans is the result of a $221.3 million increase in our average loans for the nine months ended September 30, 2016 compared to the same period in 2015, resulting from organic loan growth and, to a lesser extent, the Regal acquisition, partially offset by a decrease in the average yield on loans. The average yield on net loans decreased to 4.55% for the nine months ended September 30, 2016 from 4.82% during the nine months ended September 30, 2015, due to lower yields on new loans and re-pricing in the loan portfolio as a result of the continuing competitive rate environment  In addition, the $880 thousand increase in interest earned on investment securities during the nine months ended September 30, 2016 compared to the same period last year also contributed to the increase in interest income during the 2016 period. This increase is a result of an increase in the average balance of investment securities, partially offset by the impact of the decrease in the average yield on our municipal securities.  The average balance of investment securities increased by $37.1 million, or 23.05%, to $197.9 million during the nine months ended September 30, 2016 from $160.8 million during the same period last year.  While the average yield on our investment securities increased to 2.70% during the nine months ended September 30, 2016 from 2.59% during the same period in 2015 due to increases in the rate paid on our mortgage backed securities, U.S. Treasuries and U.S. government agency portfolios and other investment securities, as well as the addition of $1.1 million of corporate bond securities at an average interest rate of 4.96%, including as a result of the repositioning of our securities portfolio as discussed above, the 57 basis point decrease in the average rate on our municipal bond portfolio offset the impact of the average rate increase on securities with respect to interest income on our securities during the period.   

Accretion on acquired loans also contributed to the increase in interest income, as described above.

Total interest expense increased $1.7 million, or 48.70%, to $5.2 million during the nine months ended September 30, 2016 from $3.5 million for the same period in 2015, as a result of increases in the average balance of and average rate paid on our interest bearing liabilities.  The average balance of interest bearing liabilities increased $201.7 million or 23.01% to $1.1 billion during the nine months ended September 30, 2016 from $876.8 million during the nine months ended September 30, 2015, as a result of an increase in the average balance of our interest bearing deposits and, to a lesser extent, our borrowings.  The increase in our average interest bearing deposits is due to the deposits acquired in the Regal acquisition and, to a lesser extent, organic deposit growth.  Average borrowings increased due to liquidity needed to fund the increase of $221.3 million in our average loan portfolio, including the $35 million of Notes issued in August 2016.  The average interest rate paid on all interest bearing liabilities increased to 0.64% during the nine months ended September 30, 2016 from 0.53% during the nine months ended September 30, 2015, primarily as a result of an increase in the average rates paid on our time deposits and borrowings.  The average rate paid on our time deposits increased to 0.97% during the nine months ended September 30, 2016 from 0.89% during the same period last year primarily as a result of the higher rates paid on the time deposits acquired in the Regal acquisition, and the average rate on our borrowings increased to 1.06% for the nine months ending September 30, 2016 from 0.63% for the same nine month period last year as a result of the issuance of the Notes and the acquisition of the trust preferred subordinated debentures in the Regal acquisition. 

Our net interest margin was 3.81% for the nine months ended September 30, 2016 compared to 4.12% for the nine months ended September 30, 2015.  The yield on average interest earning assets decreased 22 basis points during the period from 4.52% for the nine months ended September 30, 2015 to 4.30% for the nine months ended September 30, 2016. Re-pricing in the loan portfolio and lower average yields on new loans caused the average loan yield, and hence the average yield on interest earning assets, to decline. 

During the nine months ended September 30, 2016 and 2015, 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 $663 thousand of total accretion recorded during the nine months ended September 30, 2016 as compared to $1.3 million 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. 

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The benefit of accretion on net interest margin decreased for the nine months ending September 30, 2016 as compared to the nine months ending September 30, 2015 primarily due to lower fair value accretion on acquired loans in 2016, partially offset by an increase in accretion on interest bearing deposits resulting from deposits acquired in the Regal 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:

	Nine months ended September 30,
	2016				2015
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	39,367	—	%	$	24,516	—	%
Mortgage loans		373,950	0.04			1,138,726	0.13
Consumer loans		35,463	—			19,260	—
Interest bearing deposits		214,130	0.02			113,032	0.01
Total accretion	$	662,910	0.06	%	$	1,295,534	0.14	%

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The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the nine months ended September 30, 2016 and 2015, 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
	2016						2015
	Average				Yield/		Average				Yield/
Nine months ended September 30,	balance		Interest		Rate		balance		Interest		Rate
Assets:
Federal funds sold (1)	$	546,224	$	1,924	0.47	%	$	1,286,069	$	539	0.06	%
Interest bearing deposits		1,415,901		—	—			241,201		15	0.01
Investment securities (1)(2)
U.S. Treasury		3,004,061		14,607	0.65			3,000,447		8,383	0.37
U.S. government agency		21,444,035		248,077	1.55			38,753,166		416,701	1.44
Corporate Bond		1,136,861		42,188	4.96			—		—	—
Mortgage backed securities		108,907,901		1,569,968	1.93			73,483,926		1,035,621	1.88
Municipal securities		57,196,311		1,821,877	4.25			40,950,239		1,475,075	4.82
Other equity securities		6,231,432		299,324	6.42			4,660,133		180,299	5.17
Total investment securities		197,920,601		3,996,041	2.70			160,847,911		3,116,079	2.59
Loans(1)
Commercial		148,555,312		4,425,592	3.98			137,956,255		4,178,129	4.05
Mortgage real estate		1,064,265,688		36,812,172	4.62			851,450,301		31,464,220	4.94
Consumer		6,742,330		264,226	5.23			8,836,051		367,223	5.56
Total loans		1,219,563,330		41,501,990	4.55			998,242,607		36,009,572	4.82
Allowance for loan losses		5,681,965		—				4,547,561		—
Total loans, net of allowance		1,213,881,365		41,501,990	4.57			993,695,046		36,009,572	4.85
Total interest earning assets(1)		1,413,764,091		45,499,955	4.30			1,156,070,227		39,126,205	4.52
Non-interest bearing cash		38,310,630						37,026,180
Premises and equipment		36,276,841						34,027,742
Other assets		73,661,099						66,370,469
Total assets(1)		1,562,012,661						1,293,494,618
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		101,179,412		91,720	0.12			91,100,841		82,784	0.12
Money market and NOW		385,850,290		699,177	0.24			324,790,478		525,729	0.22
Time deposits		442,276,925		3,210,756	0.97			368,224,542		2,442,096	0.89
Total interest bearing deposits		929,306,627		4,001,653	0.58			784,115,861		3,050,609	0.53
Borrowed funds		149,174,160		1,181,980	1.06			92,642,522		435,432	0.63
Total interest bearing liabilities		1,078,480,787		5,183,633	0.64			876,758,383		3,486,041	0.53
Non-interest bearing deposits		322,161,864						270,392,218
		1,400,642,651						1,147,150,601
Other liabilities		13,858,179						8,149,857
Non-controlling interest		500,161						255,723
Stockholders’ equity		147,011,670						137,938,437
Total liabilities and stockholders’ equity	$	1,562,012,661					$	1,293,494,618
Net interest spread(1)					3.66						3.99
Net interest margin(1)			$	40,316,322	3.81	%			$	35,640,164	4.12	%

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

(2) Available for sale investment securities are presented at amortized cost.

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The following table describes the impact on our interest income and expense resulting from changes in average balances and average rates for the nine months ended September 30, 2016 and 2015.  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

	Nine months ended September 30,
	2016 compared to 2015
	Variance due to:
	Total		Rate		Volume
Interest earning assets:
Federal funds sold(1)	$	1,385	$	1,863	$	(478)
Interest bearing deposits		(15)		(28)		13
Investment Securities(1)
U.S. treasury		6,224		6,214		10
U.S. government agency		(168,624)		27,573		(196,197)
Corporate bond		42,188		—		42,188
Mortgage backed securities		534,347		17,537		516,810
Municipal securities		346,802		(177,837)		524,639
Other		119,025		53,973		65,052
Loans:(1)
Commercial		247,463		(521,084)		768,547
Mortgage		5,347,952		(4,192,903)		9,540,855
Consumer		(102,997)		(36,475)		(66,522)
Total interest income (1)		6,373,750		(4,821,167)		11,194,917
Interest bearing liabilities
Savings		8,936		(698)		9,634
Money market and NOW		173,448		64,874		108,574
Time deposits		768,660		233,311		535,349
Borrowed funds		746,548		392,107		354,441
Total interest expense		1,697,592		689,594		1,007,998
Net interest income(1)	$	4,676,158	$	(5,510,761)	$	10,186,919

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

Provision for Loan Losses.  The provision for loan losses for the nine months ended September 30, 2016 was $1.4 million, an increase of $474 thousand compared to $911 thousand for the nine months ended September 30, 2015.  Management identified probable losses in the loan portfolio and recorded charge-offs of $21 thousand for the nine months ended September 30, 2016, compared to $893 thousand for the nine months ended September 30, 2015.  Recoveries were $79 thousand for the nine months ended September 30, 2016 compared to $154 thousand for the comparable nine months in 2015.

The increase in our provision for loan losses during the nine months ended September 30, 2016 compared to the same period last year is due to the increase in our loans held-for-investment portfolio and an increase in our reserves on specific loans.  The reserves on specific loans increased primarily due to loans to one large commercial borrower, consisting of two commercial real estate loans totaling $2.5 million and 21 commercial and industrial loans totaling $1.0 million.  These loans are classified as impaired and we believe that they have been adequately reserved for at September 30, 2016.

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Non-interest income.  Non-interest income totaled $6.7 million for the nine months ended September 30, 2016, an increase of $1.5 million, or 29.07%, from the corresponding period of 2015 amount of $5.2 million.

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

	Nine months ended
	September 30,
	2016		2015		$ Change		% Change
Service charges on deposit accounts	$	1,290,736	$	1,298,809	$	(8,073)	(0.62)
Gain on sales or calls of investment securities		1,226,233		65,222		1,161,011	1,780.09
Earnings on bank owned life insurance		849,525		748,755		100,770	13.46
Gain/(loss) on disposal of assets		(27,173)		19,975		(47,148)	(236.04)
Rental income		585,724		620,439		(34,715)	(5.60)
Income on marketable loans		1,746,678		1,544,462		202,216	13.09
Other fees and commissions		1,013,461		881,994		131,467	14.91
Total non-interest income	$	6,685,184	$	5,179,656	$	1,505,528	29.07

Non-interest income increased primarily as a result of increases of $1.2 million in gains on sales of investment securities, $202 thousand on income on marketable loans, $131 thousand in other fees and commissions and $101 thousand in earnings on bank owned life insurance, partially offset by decreases of $47 thousand on gain or loss on disposal of assets, $34 thousand in rental income and $8 thousand in service charges on deposit accounts.

The increase in gain on sales of investment securities is the result of re-positioning our investment portfolio, pursuant to which we sold approximately $100.0 million of our lowest yielding, longer duration investments and $6.7 million that was called resulting in a gain on investments of $1.2 million.  The proceeds were used to repurchase investment securities with a slightly higher book yield.  There were no sales of investment securities for the nine months ending September 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. 

The increase in income on marketable loans is the result of increased premiums received on loans sold in the secondary market as compared to the same period last year as the market price for loan sales increased during 2016 compared to the 2015 period.  The increase in premium amounts was partially offset by a decrease in the amount of loans originated by the residential mortgage division, from $78.0 million during the nine months ended September 30, 2015 to $70.9 million during the nine months ended September 30, 2016.

The increase in other fees and commissions during the 2016 period is primarily the result of a one-time incentive fee received for our check card program during the first quarter of 2016 and an increase in commission fees to renew lines of credit.

The increase in earnings on bank owned life insurance is due to the bank owned life insurance we acquired in the Regal acquisition.

The loss on disposal of assets during the three months ended September 30, 2016 was due to the disposition of assets associated with the branch closures on September 30, 2016.

The decrease in rental income is due to the loss of a tenant at our building located on Mitchellville Road, Bowie, Maryland.  We are currently seeking tenants to occupy the available vacant space.

Service charges on deposit accounts decreased during the 2016 period as a result of lower overdraft and ATM fees compared to the same period last year. 

Non-Interest Expense.  Non-interest expense increased $4.9 million or 18.89%, for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015.

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

	Nine months ended
	September 30,
	2016		2015		$ Change		% Change
Salaries and benefits	$	15,711,901	$	12,918,194	$	2,793,707	21.63
Occupancy and equipment		5,279,134		4,217,277		1,061,857	25.18
Data processing		1,165,862		1,070,191		95,671	8.94
FDIC insurance and State of Maryland assessments		806,960		742,520		64,440	8.68
Merger and integration		661,018		—		661,018	(100.00)
Core deposit premium amortization		629,368		597,843		31,525	5.27
(Gain) loss on sale of other real estate owned		(80,220)		29,214		(109,434)	(374.59)
OREO expense		295,381		354,736		(59,355)	(16.73)
Director Fees		496,500		491,000		5,500	1.12
Network Services		410,448		539,626		(129,178)	(23.94)
Telephone		594,214		489,021		105,193	21.51
Other operating		5,004,039		4,604,174		399,865	8.68
Total non-interest expenses	$	30,974,605	$	26,053,796	$	4,920,809	18.89

Non-interest expenses increased $4.9 million for the nine month period ending September 30, 2016 compared to the same period of 2015, primarily as a result of increases in salaries and benefits, occupancy and equipment, merger and integration expenses, telephone expense and other operating expenses, partially offset by a gain on other real estate owned properties and decreases in network services and OREO expense.  Salaries and benefits increased $2.8 million, primarily as a result of additional staff due to the acquisition of Regal Bank, the addition of four new commercial lenders since September 30, 2015 and the additional staff for our two new Rockville locations.  Also included in salaries and benefits is severance payments of $443 thousand associated with the strategic reduction in our operating staff as previously discussed.  Occupancy and equipment increased $1.1 million and telephone expense increased $105 thousand primarily as a result of the additional branches acquired in the Regal Bank acquisition and our two new Rockville locations.  Also included in occupancy and equipment expense was a lease abandonment accrual of $285 thousand related to the closing of our Odenton branch on September 30, 2016.  Merger and integration expenses include approximately $412 thousand in severance payments associated with merger-related staff reductions, for which there was no corresponding expenses during the nine months ended September 30, 2015.  Other operating expenses increased primarily as result of increases in software expense, visa debit expense and audit and exam expenses.  Gain on the sale of other real estate properties increased $109 thousand as a result of recording a gain of $80 thousand for six OREO properties that sold during the nine months ending September 30, 2016 compared to a net loss of $29 thousand on the sale of four OREO properties sold during the same period last year.  Network services costs decreased as a result of our transition from outsourced services to internal monitoring with respect to our information technology.  Finally, OREO expense decreased as a result of a reduction in our OREO portfolio.

Income Taxes.  We had income tax expense of $4.4 million (33.42% of pre-tax income) for the nine months ended September 30, 2016 compared to income tax expense of $4.1 million (32.62% of pre-tax income) for the same period in 2015. Taxes were higher during the 2016 period primarily because income increased as compared to the same nine months last year.

Net income available to common stockholders.  Net income available to common stockholders was $8.8 million or $0.82 per basic and $0.80 per diluted common share for the nine month period ending September 30, 2016 compared to net income available to common stockholders of $8.5 million, or $0.80 per basic and $0.78 per diluted common share, for the same period in 2015.  The increase in net income available to common stockholders for the 2016 period was primarily the result of the increases of $4.6 million in net interest income and $1.5 million in non-interest income,  offsetting increases of $4.9 million in non-interest expenses and $474 thousand in the provision for loan losses.

Analysis of Financial Condition

Investment Securities.  Our portfolio consists 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

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municipalities, corporate bonds, mortgage backed securities, and certain equity securities (recorded at cost), including Federal Home Loan Bank stock, Maryland Financial Bank stock, and Atlantic Community 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 investment securities at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders’ equity, net of income tax effects.  Although we periodically sell securities to reposition the portfolio, generally, we invest in securities for the yield they produce and not to profit from trading the securities. We continually evaluate our investment portfolio to ensure it is adequately diversified, provides sufficient cash flow and does not subject us to undue interest rate risk. There are no trading securities in our portfolio.

The investment securities at September 30, 2016 amounted to $201.8 million, an increase of $7.1 million, or 3.66%, from the December 31, 2015 amount of $194.7 million.  As outlined above, at September 30, 2016, all securities are classified as available for sale.

The fair value of available for sale securities included net unrealized gains of $961 thousand at September 30, 2016 (reflected as $582 thousand net of taxes) as compared to net unrealized gains of $63 thousand (reflected as $38 thousand net of taxes) at December 31, 2015.  The improvement in the value of the investment securities is due to a decrease in market interest rates, which resulted in an increase in bond values.  We have evaluated securities with unrealized losses for an extended period of time and determined that all such losses are temporary because, at this point in time, we expect to hold them until maturity.  We have no intent or plan to sell these securities, it is not likely that we will have to sell these securities and we have not identified any portion of the loss that is a result of credit deterioration in the issuer of the security.  As the maturity date moves closer and/or interest rates decline, any unrealized losses in the portfolio will decline or dissipate.

Loan Portfolio.  Net of allowance, unearned fees and origination costs, loans held for investment increased $145.4 million or 12.68% to $1.3 billion at September 30, 2016 from $1.1 billion at December 31, 2015.  The loan growth during 2016 was primarily due to new commercial real estate originations resulting from our enhanced presence in our market area.  Commercial real estate loans increased by $120.1 million, residential real estate loans increased by $5.5 million, commercial and industrial loans increased by $22.8 million and consumer loans decreased $1.5 million from their respective balances at December 31, 2015.  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. Due to the recent acquisition of Regal Bank, however, our lending activity has expanded to include the Baltimore metropolitan area.

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

	September 30, 2016						December 31, 2015
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total
Commercial Real Estate
Owner Occupied	$	199,685,195	$	51,595,844	$	251,281,039	$	193,909,818	$	57,212,598	$	251,122,416
Investment		397,470,894		47,068,097		444,538,991		298,434,087		57,749,376		356,183,463
Hospitality		124,485,693		11,078,296		135,563,989		91,440,548		10,776,561		102,217,109
Land and A&D		50,327,621		6,040,417		56,368,038		50,584,469		7,538,964		58,123,433
Residential Real Estate
First Lien-Investment		71,563,672		25,082,102		96,645,774		69,121,743		31,534,452		100,656,195
First Lien-Owner Occupied		50,891,769		46,306,130		97,197,899		37,486,858		52,204,717		89,691,575
Residential Land and A&D		38,609,391		6,184,542		44,793,933		35,219,801		6,578,950		41,798,751
HELOC and Jr. Liens		23,746,164		3,733,909		27,480,073		24,168,289		4,350,956		28,519,245
Commercial and Industrial		131,417,656		6,880,841		138,298,497		105,963,233		9,519,465		115,482,698
Consumer		5,237,924		155,756		5,393,680		6,631,311		243,804		6,875,115
		1,093,435,979		204,125,934		1,297,561,913		912,960,157		237,709,843		1,150,670,000
Allowance for loan losses		(5,967,482)		(384,911)		(6,352,393)		(4,821,214)		(88,604)		(4,909,818)
Deferred loan costs, net		1,222,039		—		1,222,039		1,274,533		—		1,274,533
	$	1,088,690,536	$	203,741,023	$	1,292,431,559	$	909,413,476	$	237,621,239	$	1,147,034,715

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

Bank owned life insurance.  At September 30, 2016, we have invested $37.3 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 and Regal Bank.  This represents a $715 thousand increase from December 31, 2015 as a result of interest earned on these policies. Earnings on bank owned life insurance were $849 thousand during the nine months ended September 30, 2016, which earnings were partially offset by an expense of $134 thousand in expenses associated with the policies.

Deposits.  The deposit portfolio increased $65.4 million, or 5.29%, during the nine month period ending September 30, 2016, to $1.3 billion at September 30, 2016 compared to $1.2 billion at December 31, 2015.  The deposit increase was comprised of increases of $65.0 million, or 7.16% in interest bearing deposits and $418 thousand, or 0.13%, in non-interest bearing deposits.

The following table outlines the changes in interest bearing deposits:

	September 30,		December 31,
	2016		2015		$ Change		% Change
	(Dollars in thousands)
Certificates of deposit	$	456,358	$	443,463	$	12,895	2.91	%
Interest bearing checking		414,790		367,239		47,551	12.95
Savings		101,178		96,629		4,549	4.71
Total	$	972,326	$	907,331	$	64,995	7.16	%

We acquire brokered certificates of deposit and money market accounts through the Promontory Interfinancial Network (Promontory).  Through this deposit matching network and its certificate of deposit account registry service (CDARS) and money market account service, we have the ability to offer our customers access to Federal Deposit Insurance Corporation (the “FDIC”) insured deposit products in aggregate amounts exceeding current insurance limits.  When we place funds through Promontory on behalf of a customer, we receive matching deposits through the network’s reciprocal deposit program.  We can also place deposits through this network without receiving matching deposits.  At September 30, 2016, we had $39.9 million in CDARS and $122.8 million in money market accounts through Promontory’s reciprocal deposit program compared to $43.5 million and $97.0 million, respectively, at December 31, 2015.  We acquired $18.0 million in brokered certificates of deposit in the WSB acquisition in 2013 and $10.9 million in brokered certificates of deposit in the Regal acquisition in 2015.  At December 31, 2015, the balance of brokered deposits was $14.0 million.  

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During the nine months ending September 30, 2016, $9.0 million of brokered certificate of deposits matured bringing the remaining balance of our brokered deposits at September 30, 2016 to $5.0 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 short-term borrowings with the Federal Home Loan Bank of Atlanta (“FHLB”) and short-term promissory notes issued to Old Line Bank’s commercial customers as an enhancement to the basic non-interest bearing demand deposit account. This service electronically sweeps excess funds from the customer’s account into a short term promissory note with Old Line Bank.  These obligations are payable on demand and are secured by investments.  At September 30, 2016, we had $110.0 million outstanding in short term FHLB borrowings, compared to $74.0 million at December 31, 2015.  At September 30, 2016 and December 31, 2015, we had no unsecured promissory notes and $31.8 million and $33.5 million, respectively, in secured promissory notes. 

Long-term borrowings consist primarily of the Notes in the amount of $35.0 million (fair value of $34.0 million).  The initial interest rate on the Notes is 5.625% per annum from August 15, 2016 to August 14, 2021, payable semi-annually on each February 15 and August 15.  Beginning August 15, 2021, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month LIBOR rate plus 450.2 basis points, payable quarterly on each February 15, May 15, August 15 and November 15 through maturity or early redemption.  Also included in long-term borrowings is trust preferred subordinated debentures we acquired in the Regal acquisition, which consist of two trusts - Trust 1 in the amount of $4.0 million (fair value adjustment of $1.6 million) maturing in 2034 and Trust 2 in the amount of $2.5 million (fair value adjustment of $1.3 million) maturing in 2035.    

In addition to the trust preferred subordinated debentures, long-term borrowings at December 31, 2015 included a promissory note of Pointer Ridge, a portion of which Old Line Bancshares had guaranteed.  On September 2, 2016, after acquiring a 100% interest in Pointer Ridge, we paid off the entire $5.8 million principal amount of the promissory note, which would have matured on September 5, 2016.

Liquidity and Capital Resources.  Our overall asset/liability strategy takes into account our need to maintain adequate liquidity to fund asset growth and deposit runoff.  Our management monitors the liquidity position daily in conjunction with regulatory guidelines.  As further discussed below, we have credit lines, unsecured and secured, available from several correspondent banks totaling $38.5 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.

Our immediate sources of liquidity are cash and due from banks, federal funds sold and time deposits in other banks.  On September 30, 2016, we had $28.7 million in cash and due from banks, $1.2 million in interest bearing accounts, and $301 thousand in federal funds sold.  As of December 31, 2015, we had $40.2 million in cash and due from banks, $1.1 million in interest bearing accounts, and $2.3 million in federal funds sold.

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

We did not have any unusual liquidity requirements during the nine months ended September 30, 2016.  Although we plan for various liquidity scenarios, if turmoil in the financial markets occurs and our depositors lose confidence in us, we could experience liquidity issues.

Old Line Bancshares has available a $5.0 million unsecured line of credit at September 30, 2016.  In addition, Old Line Bank has $33.5 million in available lines of credit at September 30, 2016, consisting of overnight federal funds of $28.5 million and repurchase agreements of $5.0 million from its correspondent banks.  Old Line Bank has an additional secured line of credit from the FHLB of $474.9 million at September 30, 2016.  As a condition of obtaining the line of

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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 $205.3 million in lendable collateral value for FHLB borrowings.  We may increase availability by providing additional collateral.  Additionally, we have overnight repurchase agreements sold to Old Line Bank’s customers and have provided collateral in the form of investment securities to support the $31.8 million in repurchase agreements.

The Board of Governors of the Federal Reserve System and the FDIC have approved rules implementing Basel III.  Under the rules, minimum requirements increased for both the quantity and quality of capital held by Old Line Bancshares and Old Line Bank.  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 is being 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.  The rules include strict eligibility criteria for regulatory capital instruments and also revise the prior definitions and calculations of Tier 1 capital, Total Capital, and risk-weighted assets.  Old Line 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 these rules became effective for Old Line Bancshares and Old Line Bank on January 1, 2015, with full compliance with all of the rules’ requirements phased in over a multi-year schedule, to be fully phased in by January 1, 2019.  As of September 30, 2016, 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 decreases of $582 thousand and $961 thousand, respectively, which represents unrealized gains (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 $6.4 million for the general loan loss reserve during the nine months ended September 30, 2016.

As of September 30, 2016, Old Line Bank met all capital adequacy requirements to be considered well capitalized.  There were no conditions or events since the end of the third quarter of 2016 that management believes have changed Old Line 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 September 30, 2016.     

					Minimum capital				To be well
	Actual				adequacy				capitalized
September 30, 2016	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in 000’s)
Common equity tier 1 (to risk-weighted assets)	$	159,762	11.44	%	$	62,870	4.5	%	$	90,813	6.5	%
Total capital (to risk weighted assets)	$	166,393	11.91	%	$	111,770	8	%	$	139,712	10	%
Tier 1 capital (to risk weighted assets)	$	159,762	11.44	%	$	83,827	6	%	$	111,770	8	%
Tier 1 leverage (to average assets)	$	159,762	10.09	%	$	63,319	4	%	$	79,149	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 September 30, 2016, 339,237 shares have been repurchased at an average price of $15.73 per share.  The repurchased shares have been returned to the status of authorized but unissued shares. We have repurchased shares for a total cost of approximately $5.3 million since the board of directors authorized such repurchases.

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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 non-employee 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.

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of a borrower has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms.  These loans do not meet the criteria for, and are therefore not included in, nonperforming assets.  Management, however, classifies potential problem loans as either special mention, watch, or substandard.  These loans were considered in determining the adequacy of the allowance for loan losses and are closely and regularly monitored to protect our interests.  Potential problem loans, which are not included in nonperforming assets, amounted to $35.1 million at September 30, 2016 compared to $33.8 million at December 31, 2015.  At September 30, 2016, we had $18.1 million and $18.5 million, respectively, of potential problem loans attributable to our legacy and acquired loan portfolios, compared to $16.9 million and $20.6 million, respectively, at December 31, 2015.

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 nonperforming loan. The discounts that arise from recording these loans at fair value were due to credit quality.  Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our expectations or payment in full of amounts due. Purchased, credit-impaired loans that perform consistent with the accretable yield expectations are not reported as non-accrual or nonperforming.

All acquired loans from MB&T, WSB and Regal Bank were recorded 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

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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 September 30, 2016, there was $385 thousand of allowance reserved for potential loan losses on acquired loans compared to $89 thousand at December 31, 2015. 

Nonperforming Assets.  As of September 30, 2016, our nonperforming assets totaled $10.4 million and consisted of $7.3 million of nonaccrual loans, $1.1 million loans past due 90 days and still accruing and other real estate owned of $1.9 million. 

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

	Nonperforming Assets
	September 30, 2016						December 31, 2015
	Legacy		Acquired		Total		Legacy		Acquired		Total
Accruing loans 90 or more days past due
Commercial Real Estate
Land and A&D	$	—	$	—	$	—	$	—	$	128,938	$	128,938
Residential Real Estate:
First Lien-Owner Occupied		223,601		885,152		1,108,753		—		—		—
Consumer		34,994		—		34,994		—		499		499
Total accruing loans 90 or more days past due		258,595		885,152		1,143,747		—		129,437		129,437
Non-accruing loans:
Commercial Real Estate
Owner Occupied	$	2,398,105	$	—	$	2,398,105	$	2,474,813	$	—	$	2,474,813
Investment		—		—		—		—		64,447		64,447
Hospitality		1,355,719		—		1,355,719		—		—		—
Land and A&D		—		197,451		197,451		—		261,700		261,700
Residential Real Estate:
First Lien-Investment		192,501		176,335		368,836		102,443		580,696		683,139
First Lien-Owner Occupied		—		297,451		297,451		—		566,701		566,701
Commercial and Industrial		1,856,432		873,796		2,730,228		1,842,819		—		1,842,819
Consumer		—		—		—		—		—		—
Total Non-accruing loans:		5,802,757		1,545,033		7,347,790		4,420,075		1,473,544		5,893,619
Other real estate owned (“OREO”)		425,000		1,509,720		1,934,720		425,000		2,047,044		2,472,044
Total nonperforming assets	$	6,486,352	$	3,939,905	$	10,426,257	$	4,845,075	$	3,650,025	$	8,495,100
Accruing Troubled Debt Restructurings
Residential Real Estate:
Land and A&D	$	—	$	91,669	$	91,669	$	—	$	—	$	—
First Lien-Investment		—		67,083		67,083		—		—		—
First Lien-Owner Occupied		—		667,125		667,125		—		631,777		631,777
Commercial and Industrial		—		76,681		76,681		—		79,574		79,574
Total Accruing Troubled Debt Restructurings	$	—	$	902,558	$	902,558	$	—	$	711,351	$	711,351

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The table below reflects our ratios of our nonperforming assets at September 30, 2016 and December 31, 2015.

	September 30,		December 31,
	2016		2015
Ratios, Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.59	%	0.53	%
Total nonperforming assets as a percentage of total assets	0.45	%	0.38	%
Total nonperforming assets as a percentage of total loans held for investment	0.59	%	0.53	%
Ratios, Including Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.80	%	0.74	%
Total nonperforming assets as a percentage of total assets	0.63	%	0.56	%
Total nonperforming assets as a percentage of total loans held for investment	0.80	%	0.74	%

The table below presents a breakdown of the recorded book balance of non-accruing loans at September 30, 2016 and December 31, 2015.

	September 30, 2016							December 31, 2015
		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	3	$	2,398,105	$	2,398,105	$	72,329	3	$	2,474,813	$	2,474,813	$	7,096
Hospitality	1		1,355,719		1,355,719		49,193	—		—		—		—
Residential Real Estate
First Lien-Investment	1		192,501		192,501		6,017	1		102,443		102,443		—
Commercial and Industrial	25		1,856,432		1,856,432		244,431	24		1,842,819		1,842,819		5,768
Consumer	—		—		—		—	—		—		—		—
Total non-accrual loans	30		5,802,757		5,802,757		371,970	28		4,420,075		4,420,075		12,864
Acquired (1)
Commercial Real Estate:
Land and A & D	2		488,313		197,451		141,986	1		267,113		261,700		7,442
Residential Real Estate
First Lien-Investment	1		237,985		176,335		50,934	5		542,547		468,156		59,207
First Lien-Owner Occupied	3		297,451		297,451		97,073	3		754,408		743,688		20,887
Commercial and Industrial	1		873,796		873,796		198,912	—		—		—		—
Total non-accrual loans	7	$	1,897,545	$	1,545,033	$	488,905	9	$	1,564,068	$	1,473,544	$	87,536
Total all non-accrual loans	37	$	7,700,302	$	7,347,790	$	860,875	37	$	5,984,143	$	5,893,619	$	100,400

(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 nonperforming loan.  The discounts that arise from recording these loans at fair value were due to credit quality.  Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our cash flow expectations or payment in full of amounts due even though we classify them as 90 or more days past due.

Non-accrual legacy loans at September 30, 2016 increased $1.4 million from December 31, 2015, primarily due to the addition of one commercial real estate hospitality loan.

Non-accrual acquired loans at September 30, 2016 increased $71 thousand from December 31, 2015, primarily due to the addition of one commercial real estate loan, which offset a decrease in residential mortgage loans.

At September 30, 2016, legacy OREO consisted of one property.

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Acquired OREO at September 30, 2016, decreased $537 thousand from December 31, 2015. The decrease in acquired OREO was driven by the sale of six properties, which offset the transfer of one property into OREO and a credit adjustment on one acquired property from the Regal merger.

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 specific 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
Nine Months Ended September 30, 2016	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	1,168,529	$	3,046,714	$	682,962	$	11,613	$	4,909,818
General provision for loan losses		34,785		963,626		397,153		(11,022)		1,384,542
Recoveries		42,431		—		22,147		14,666		79,244
		1,245,745		4,010,340		1,102,262		15,257		6,373,604
Loans charged off		(4,471)		—		(10,154)		(6,586)		(21,211)
Ending Balance	$	1,241,274	$	4,010,340	$	1,092,108	$	8,671	$	6,352,393
Amount allocated to:
Legacy Loans:
Individually evaluated for impairment	$	525,195	$	606,577	$	—	$	—	$	1,131,772
Other loans not individually evaluated		716,079		3,403,763		707,197		8,671		4,835,710
Acquired Loans:
Individually evaluated for impairment		—		—		384,911		—		384,911
Ending balance	$	1,241,274	$	4,010,340	$	1,092,108	$	8,671	$	6,352,393

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			Commercial		Residential		Other
December 31, 2015	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	696,371	$	2,558,368	$	926,995	$	100,101	$	4,281,835
Provision for loan losses		675,598		495,537		282,398		(142,549)		1,310,984
Recoveries		16,068		20		135,908		58,105		210,101
		1,388,037		3,053,925		1,345,301		15,657		5,802,920
Loans charged off		(226,719)		—		(662,339)		(4,044)		(893,102)
Ending Balance	$	1,161,318	$	3,053,925	$	682,962	$	11,613	$	4,909,818
Allowance allocated to:
Legacy Loans:
Individually evaluated for impairment	$	605,336	$	119,199	$	—	$	—	$	724,535
Other loans not individually evaluated		555,982		2,934,726		594,358		11,613		4,096,679
Acquired Loans:
Individually evaluated for impairment		—		—		88,604		—		88,604
Ending balance	$	1,161,318	$	3,053,925	$	682,962	$	11,613	$	4,909,818

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

	September 30, 2016		December 31, 2015
Ratio of allowance for loan losses to:
Total gross loans held for investment	0.49	%	0.43	%
Non-accrual loans	86.47	%	83.31	%
Net charge-offs to average loans	0.00	%	0.07	%

During the nine months ended September 30, 2016, we charged off $21 thousand in loans through the allowance for loan losses.

The allowance for loan losses represented 0.49% and 0.43% of gross loans held for investment at September 30, 2016 and December 31, 2015, respectively and 0.58% and 0.54% of legacy loans at September 30, 2016 and December 31, 2015, 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 September 30, 2016 and December 31, 2015, are as follows:

	September 30,		December 31,
	2016		2015
	(Dollars in thousands)
Commitments to extend credit and available credit lines:
Commercial	$	88,313	$	82,875
Real estate-undisbursed development and construction		97,898		43,079
Consumer		18,879		19,577
	$	205,090	$	145,531
Standby letters of credit	$	18,274	$	17,442

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 $97.9 million, or 47.74% of the $205.1 million of outstanding commitments at September 30, 2016, 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 September 30, 2016

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	13,338,986	3.60	%	3.43	%
Tax equivalent adjustment
Federal funds sold		4	—		—
Investment securities		243,510	0.07		0.07
Loans		231,536	0.06		0.06
Total tax equivalent adjustment		475,050	0.13		0.13
Tax equivalent interest yield	$	13,814,036	3.73	%	3.56	%

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Three months ended September 30, 2015

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	11,748,245	3.93	%	3.79	%
Tax equivalent adjustment
Federal funds sold		—	—		—
Investment securities		193,491	0.06		0.06
Loans		242,602	0.08		0.08
Total tax equivalent adjustment		436,093	0.14		0.14
Tax equivalent interest yield	$	12,184,338	4.07	%	3.93	%

Nine months ended September 30, 2016

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	38,926,969	3.68	%	3.53	%
Tax equivalent adjustment
Federal funds sold		12	—		—
Investment securities		698,813	0.06		0.06
Loans		690,528	0.07		0.07
Total tax equivalent adjustment		1,389,353	0.13		0.13
Tax equivalent interest yield	$	40,316,322	3.81	%	3.66	%

Nine months ended September 30, 2015

					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	34,343,003	3.97	%	3.84	%
Tax equivalent adjustment
Federal funds sold		2	—		—
Investment securities		589,780	0.07		0.07
Loans		707,379	0.08		0.08
Total tax equivalent adjustment		1,297,161	0.15		0.15
Tax equivalent interest yield	$	35,640,164	4.12	%	3.99	%

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

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.

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

Information Regarding Forward-Looking Statements

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

The statements presented herein with respect to, among other things, Old Line Bancshares’ plans, objectives, expectations and intentions, including expanding fee income, increases in net interest income, maintenance of the net interest margin, increases in non-interest expenses, hiring and acquisition possibilities, planned branches, our belief that we have identified any problem assets and that our borrowers will remain current on their loans, 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 loan, deposit, balance sheet and earnings growth, the expected impact of accretion going forward, 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 generally, 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; that the market value of investments could negatively impact stockholders’ equity; risks associated with our lending limit; deterioration in general economic conditions or a return to recessionary conditions; 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, 2015.

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 September 30, 2016 from that presented in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Interest Rate Sensitivity Analysis and Interest Rate Risk Management

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

The tables below present Old Line Bank’s interest rate sensitivity at September 30, 2016 and December 31, 2015.  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
	September 30, 2016
	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		301			—			—			—			301
Investment securities		—			1,499			6,393			193,939			201,831
Loans		247,342			66,833			639,816			323,570			1,277,561
Total interest earning assets		247,673			68,332			646,209			517,509			1,479,723
Interest Bearing Liabilities:
Interest-bearing transaction deposits		272,712			142,078			—			—			414,790
Savings accounts		33,726			33,726			33,726			—			101,178
Time deposits		74,049			167,117			215,192			—			456,358
Total interest-bearing deposits		380,487			342,921			248,918			—			972,326
FHLB advances		110,000			—			—			—			110,000
Other borrowings		31,776			—			—			37,777			69,553
Total interest-bearing liabilities		522,263			342,921			248,918			37,777			1,151,879
Period Gap	$	(274,590)		$	(274,589)		$	397,291		$	479,732		$	327,844
Cumulative Gap	$	(274,590)		$	(549,179)		$	(151,888)		$	327,844
Cumulative Gap/Total Assets		(16.68)	%		(33.36)	%		(9.23)	%		19.92	%

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	Interest Sensitivity Analysis
	December 31, 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		2,326			—			—			—			2,326
Investment securities		1,500			1,500			37,821			153,885			194,706
Loans		210,191			92,863			594,825			260,903			1,158,782
Total interest earning assets		214,047			94,363			632,646			414,788			1,355,844
Interest Bearing Liabilities:
Interest-bearing transaction deposits		244,826			122,413			—			—			367,239
Savings accounts		32,210			32,210			32,210			—			96,630
Time deposits		72,208			148,981			222,274			—			443,463
Total interest-bearing deposits		349,244			303,604			254,484			—			907,332
FHLB advances		74,000			—			—			—			74,000
Other borrowings		33,557			—			5,875			3,717			43,149
Total interest-bearing liabilities		456,801			303,604			260,359			3,717			1,024,481
Period Gap	$	(242,754)		$	(209,241)		$	372,287		$	411,071		$	331,363
Cumulative Gap	$	(242,754)		$	(451,995)		$	(79,708)		$	331,363
Cumulative Gap/Total Assets		(16.15)	%		(30.08)	%		(5.30)	%		22.05	%

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 September 30, 2016.  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 September 30, 2016, 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, 2015.

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

As reflected in the following table there were no share repurchases by the Company during the quarter ended September 30, 2016:

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)
July 1 - September 30, 2016	—	—	339,237	160,763

(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 September 30, 2016, 339,237 shares have been repurchased at an average price of $15.77 per share or a total cost of approximately $5.3 million.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not applicable

Item 5.Other Information

None

Item 6.Exhibits

2
4.1(A)	Indenture dated as of August 15, 2016 by and between Old Line Bancshares, Inc. and U.S. Bank National Association, and Supplemental Indenture dated as of August 15, 2016, by and between Old Line Bancshares, Inc. and U.S. Bank National Association
4.2(A)	Form of 5.625% Fixed-to-Floating Rate Subordinated Notes due 2026 (included in Exhibit 4.1)
4.3(A)	Registration Rights Agreement dated as of August 10, 2016, by and between Old Line Bancshares, Inc. and Sandler O’Neill & Associates, L.P., as representative of the Initial Purchasers
10.2(A)	Purchase Agreement dated August 10, 2016, by and between Old Line Bancshares, Inc. and Sandler O’Neill & Associates, L.P., as representative of the Initial Purchasers
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.

(A) Previously filed by Old Line Bancshares, Inc. as part of, and incorporated by reference from, Old Line Bancshares, Inc.’s Current Report on Form 8-K filed on August 15, 2016.

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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: November 4, 2016	By:	/s/ James W. Cornelsen
		James W. Cornelsen, President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 4, 2016	By:	/s/ Elise M. Hubbard
		Elise M. Hubbard, Senior Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)

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