Exhibit 99.1
Bay Bancorp, Inc. Announces Fourth Quarter and Full Year 2014 Results
Lutherville Maryland—Bay Bancorp, Inc. (“Bay”) (NASDAQ: BYBK), the savings and loan holding company for Bay Bank, FSB (“Bank”), announced today net income of $3.03 million or $0.29 per diluted share for year ended December 31, 2014, compared to net income of $3.24 million or $0.39 per diluted share for the year ended December 31, 2013. For the fourth quarter of 2014, Bay reported net income of $1.31 million or $0.12 per diluted share, compared to a net loss of $0.94 million or $0.09 per diluted share for the third quarter of 2014 and net income of $0.92 million or $0.11 per diluted share for the fourth quarter of 2013. Net income for the year ended December 31, 2014 included a $524,000 bargain purchase gain compared to a $2.86 million bargain purchase gain in the net income amount realized for 2013.
According to Joseph J. Thomas, Chairman, President and CEO, “Our management team is committed to executing a differentiated business strategy articulated as the bank built by entrepreneurs for entrepreneurs in the Baltimore/Washington corridor and executed by having lead relationships with businesses, real estate owners and professionals via an optimal network of sales offices and technology solutions to provide loans, deposits, e-services, mortgage banking and financial advisory services.” “For the year ending December 31, 2014, we achieved progress toward our goals of improved profitability, attaining a return on assets of 0.66%, and, increasing tangible common equity by 11.1% growth, excluding capital raised externally. We also preserved a very high quality balance sheet by reporting a 12.9% tier one capital to asset ratio, a 47.3% Adversely Classified Asset ratio and a 201.0% Commercial Real Estate loans to Capital ratio,” Thomas continued.
Highlights from 2014
The Baltimore Washington market provides a strong economy with a superior group of customers across the region, and the Bank’s relationship management activities resulted in the growth of new loans in the Bank’s originated portfolio by 40.6% in 2014. The Bank has developed diversity in its loan book, which is comprised of commercial and industrial loans 23%; investor commercial real estate loans 26%; residential real estate loans of 36%; and consumer loans/home equity lines of credit 9%. The Bank has a balanced business model with an attractive mix of noninterest revenue representing 24% of total revenue in 2014. Profitability of the Bank continues to be driven by a low cost core deposits with average cost of deposits of 29 basis points in 2014. Bay has a very strong capital position and capacity for future growth with total regulatory capital to risk weighted assets of 16.7% as of December 31, 2014. The Bank has a proven record of success in acquisitions and acquired problem asset resolutions and at December 31, 2014, the bank had $14.5 million in remaining net purchase discounts on the acquired loan portfolios.
Specific highlights are listed below:
| · | The return on average assets for the three months and year ended December 31, 2014 was 1.08% and 0.66%, respectively, as compared to 0.84% and 0.90%, respectively, for the same periods of 2013. The return on average equity for the three-months and year ended December 31, 2014 was 7.87% and 4.93%, respectively, as compared to 6.62% and 6.68%, respectively, for the same periods of 2013. |
| · | Total assets were unchanged at $480 million at December 31, 2014 compared to September 30, 2014 and increased by $61 million from $419 million at December 31, 2013. |
| · | Total loans were $393 million at December 31, 2014, a decrease of 0.3% from $394 million at September 30, 2014 and an increase of 23% from $321 million at December 31, 2013. |
| · | Total deposits were $388 million at December 31, 2014, a decrease of 3% from $399 million at September 30, 2014 and an increase of 7% from $361 million at December 31, 2013. |
| · | Net interest income for the three- month and year ended December 31, 2014 totaled $6.4 million and $22.9 million, respectively, compared to $5.3 million and $17.8 million, respectively, for the same periods of 2013. Interest income associated with discount accretion on purchased loans, deferred costs and deferred fees will vary due to the timing and nature of loan principal payments. For the three- months and year ended December 31, 2014, accretion of purchased loan discounts included in interest income and deferred fee and cost amortization exceeded the respective 2013 amounts recognized by $0.38 million and $1.54 million. Earning asset leverage was the primary driver in year-over-year results, as average earning assets increased to $432 million for the year ended December 31, 2014, compared to $333 million for 2013. |
| · | Net interest margin for the three-month and year ended December 31, 2014 was 5.59% and 5.30%, respectively, compared to 5.23% and 5.33%, respectively, for the same periods of 2013. The fourth quarter margin strength reflects the variable pace of discount accretion recognition within interest income. For the year ended December 31, 2014, a decline in the earning asset portfolio yield was offset by favorable net discount accretion recognized in interest income and a 13 basis point decrease in the average cost of interest bearing liabilities to 0.42% when compared to the same period of 2013. The result of the changes was the 3 basis point margin decline. |
| · | Nonperforming assets decreased to $14.34 million at December 31, 2014, down from $20.67 million at September 30, 2014 and up from $9.60 million at December 31, 2013. The fourth quarter of 2014 decrease from the third quarter of 2014 resulted from the Bank’s steady resolution of acquired nonperforming loans from previous acquisitions. The 2014 increase over 2013 resulted from the Bank’s acquisition of assets from Slavie Federal Savings Bank (“Slavie”) in May 2014, which added performing credit impaired loans, all with purchase discounts which are expected to be sufficient to allow for resolution of these loans without incurring significant losses. |
| · | The provision for loan losses in the three- months and year ended December 31, 2014 was $221,000 and $802,000, respectively, compared to $309,000 and $842,000, respectively, for the same periods of 2013. The decreases for 2014 were due primarily to higher charge-offs and specific reserves established in 2013 for loans acquired in the Bank’s merger with Carrollton Bank in April 2013 (the “Merger”) and a slight decrease in 2014 loan originations. As a result, the allowance for loan losses was $1.29 million at December 31, 2014, representing 0.33% of total loans, compared to $0.85 million, or 0.27% of total loans, at December 31, 2013. Management expects both the allowance for loan losses and the related provision for loan losses to increase in the future due to the gradual accretion of the discount on the acquired loan portfolios and an increase in new loan originations. |
| · | Total Capital increased to $66.6 million at December 31, 2014 from $65.2 million at September 30, 2014 and $54.6 million at December 31, 2013. The book value of Bay’s common stock was $6.05 per share at December 31, 2014, compared to $5.92 per share at September 30, 2014 and $5.83 per share at December 31, 2013. |
Recent Events
Over the weekend of October 10, 2014, the Bank completed the core system integration of the FISERV platform used by Slavie Federal Savings Bank (“Slavie”) to the Bay Bank/FIS platform and the Finance/General Ledger consolidation was also completed with this integration. As previously disclosed, the Bank acquired certain assets and assumed substantially all deposits and certain other liabilities of Slavie from the Federal Deposit Insurance Corporation (the “FDIC”) on May 30, 2014 (the “Slavie Acquisition”). Several Slavie employees filled open positions within the Bank and have relocated to their new locations.
The Slavie branch located in Bel Air, Maryland was closed on October 10, 2014. All deposits were transferred to the Bank’s nearby Hickory branch location. We anticipate no additional costs related to the facility.
Effective December 5, 2014, Kevin B. Cashen resigned as the President and Chief Executive Officer and as a director of Bay and the Bank. Russ McAtee, who served as the Bank’s Senior Vice President and Chief Retail Banking Officer, resigned as of the same date. Joseph J. Thomas, who was then serving as the Executive Chairman of Bay and the Bank was appointed by the Board of Directors as Chairman, President and Chief Executive Officer of both entities. In connection with the resignations, Mr. Cashen and Mr. McAtee entered into separation agreements with the Bank. During the fourth quarter of 2014, the Bank accrued severance and other one-time expenses of $539,000 related to severance agreements.
Balance Sheet Review
Total assets were $480 million at December 31, 2014, an increase of $61 million, or 15%, when compared to December 31, 2013. The increase was due mainly to a net increase in loans of $72.4 million, or 23%. The Bank acquired net loans of $82.9 million in the Slavie Acquisition, which was offset by a net loan decline of $10.5 million. For the quarter ending December 31, 2014, excluding $3.9 million of net amortization from the acquired Slavie loan portfolio, the Bank achieved increased commercial and residential lending volume. Fourth quarter new loan originations and draws exceeded loan principal repayments by $2.9 million, a 3.6% annualized pace of net loan growth.
Total deposits were $388 million at December 31, 2014, an increase of $27 million, or 7%, when compared to December 31, 2013. The increase was primarily driven by $111.0 million in deposits assumed in the Slavie Acquisition, offset by the $24.0 million decrease from the exit of the IRA product line, a net $12.1 million decrease resulting from the three Bank branch locations that were closed in the second quarter of 2014, and deposits acquired in the Slavie Acquisition declining by $47.6 million as part of the Bank’s strategy to reposition the deposit composition in connection with those acquired from the FDIC receivership. Excluding these changes overall net organic deposits were unchanged over 2014 as the Bank managed excess cash, cost of deposits and net interest margin. Stockholders’ equity was $66.6 million at December 31, 2014, an increase of $12.1 million, or 22%, when compared to December 31, 2013. The increase resulted from the $7.0 million received by Bay from its sale of shares of common stock in May 2014, $1.5 million of stock based compensation and the retention of corporate earnings.
Nonperforming assets, which consist of nonaccrual loans, troubled debt restructurings, accruing loans past due 90 days or more, and real estate acquired through foreclosure, decreased to $14.34 million at December 31, 2014 from $20.67 million at September 30, 2014 and increased from $9.60 million at December 31, 2013. The increase over 2013 was due primarily to the credit impaired loans acquired in the Slavie Acquisition moving to nonaccrual status during the third quarter of 2014. Reductions in nonaccrual loans, troubled debt restructurings and foreclosed real estate resulted in the $6.3 million improvement during the fourth quarter of 2014. Nonperforming assets represented 2.99% of total assets at December 31, 2014 compared to 4.31% at September 30, 2014 and 2.29% at December 31, 2013. The ratio of net charge-offs (recoveries) (annualized) to average total loans was 0.06% for the fourth quarter of 2014 and 0.19% for the fourth quarter of 2013.
At December 31, 2014, the Bank remained above all “well-capitalized” regulatory requirement levels. The Bank’s tier 1 risk-based capital ratio was 16.31% at December 31, 2014 as compared to 15.84% at September 30, 2014 and 14.42% at December 31, 2013. Liquidity remained strong due to managed cash and cash equivalents, borrowing lines with the FHLB of Atlanta, the Federal Reserve and correspondent banks, and the size and composition of the investment portfolio.
Review of Financial Results
Net income for the three-months and year ended December 31, 2014 was $1.31 million and $3.03 million, respectively, compared to income of $0.92 million and $3.24 million, respectively, for the same periods of 2013. While the full year income for 2014 is not materially different than 2013, due to the Merger and the Slavie Acquisition, individual categories reflect considerable variability between years.
Net interest income increased by $5.1 million for the year ended December 31, 2014 when compared to the year ended December 31, 2013. The increase was supported by a $98 million growth in average interest-earning assets added primarily by the Merger and the Slavie Acquisition, and a 13 basis point reduction in the average cost of interest bearing liabilities, offset by a 12 basis point decrease in the average rates earned on interest-earning assets. The net interest margin for the fourth quarter of 2014 increased to 5.59% from 4.80% for the third quarter of 2014 and 5.23% for the fourth quarter of 2013. While the average rates on interest earning assets increased, this improvement was assisted by favorable loan resolutions which resulted in accretion of net purchase discounts on loans of $1.6 million and $5.7 million during the three- month and year ended December 31, 2014, respectively, compared to $1.2 million and $4.1 million, respectively, during the same periods of 2013. As of December 31, 2014, the remaining net loan discounts on the Bank’s loan portfolio, including Bank loans made before the Merger, loans acquired in the Merger and the Slavie Acquisition totaled $14.5 million.
Noninterest income for the three -months ended December 31, 2014 was $1.1 million compared to $2.2 million for the same period in 2013. This decrease was primarily the result of $0.63 million decrease in mortgage banking fees and gains, a $.16 million decline in the net gain on the sale of real estate acquired through foreclosure, along with a $0.15 million decline in brokerage commissions. Expectations are for increased mortgage fees and gains entering 2015.
Noninterest income for the year ended December 31, 2014 was $7.76 million compared to $8.94 million for the same period in 2013. This variance was the result of the 2014 write-off of the remaining interest rate mark-to-market adjustment on IRA deposits of $2.16 million within other noninterest income and a $0.52 million bargain purchase gain compared to the $2.86 million bargain purchase gain associated with the Merger that was recognized during 2013. Electronic banking fees increased by $0.59 million during 2014, as the Merger added this business unit to the Bank. Brokerage commissions declined by $0.47 million for 2014, as the Bank temporarily exited this business line late in 2013. Mortgage banking fees for the year ended December 31, 2014 declined by $1.42 million when compared to 2013, while deposit service charges increased by $0.1 million.
Noninterest expense for the three -months ended December 31, 2014 was $6.95 million compared to $7.97 million for the prior quarter and $5.96 million for the fourth quarter of 2013. The primary contributors to the decrease when compared to the third quarter of 2014 were decreases in Merger-related expenses of $0.49 million and one-time other expenses $0.98 million offset by fourth quarter of 2014 severance related expenses of $.54 million. The increase compared to the fourth quarter of 2013 was impacted by the Slavie Acquisition, which added an additional $0.1 million in salaries and benefits and $0.1 million in other noninterest Merger related expenses, a $0.2 million 2013 loan collection cost recovery and the $0.5 million in 2014 severance related expenses.
Noninterest expense for the year ended December 31, 2014 was $27.51 million compared to $22.12 million for 2013, an increase of $5.39 million. The increase relates to the inclusion during 2014 of a full year of ongoing expenses related to the Merger and $1.0 million of expenses from the Slavie Acquisition. Categories impacted by this full year of expenses were increases in salaries and employee benefits of $2.3 million, occupancy, furniture and equipment expenses of $1.1 million, foreclosed property expenses of $0.3 million, and core deposit intangible amortization of $0.20 million. Non-interest expense for 2014 also included one-time director and officer costs of $1.1 million and fourth quarter severance related expenses of $.5 million. This was offset by a $1.0 million decline in Merger-related expenses.
In the fourth quarter of 2014, Bay Bancorp filed amended 2011 and 2012 Federal and Maryland tax returns for the former Carrollton Bancorp, resulting in the accrual of $.6 million in tax refunds. Combined with a reversal of a deferred tax valuation allowance, the Bank recognized $1.2 million in favorable tax benefits in the fourth quarter of 2014.
Bay Bancorp, Inc. Information
Bay Bancorp, Inc. is a financial holding company and a savings and loan holding company headquartered in Lutherville, Maryland. Through Bay Bank, FSB, its federal savings bank subsidiary, Bay Bancorp, Inc. serves the community with a network of 10 branches strategically located throughout the Baltimore Metropolitan Statistical Area, particularly Baltimore City and the Maryland counties of Baltimore, Anne Arundel, Howard, Carroll, and Harford. The Bank serves local consumers, small and medium size businesses, professionals and other valued customers by offering a broad suite of financial products and services, including on-line and mobile banking, commercial banking, cash management, mortgage lending and retail banking. The Bank funds a variety of loan types including commercial and residential real estate loans, commercial term loans and lines of credit, consumer loans and letters of credit. The Bank’s subsidiary, Bay Financial Services, Inc., provides investment advisory and brokerage services. Additional information is available at www.baybankmd.com.
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect management’s good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Bay Bancorp, Inc. with the Securities and Exchange Commission entitled “Risk Factors”.
For investor inquiries contact:
Joseph J. Thomas, Chairman, President and CEO
410-536-7336
jthomas@baybankmd.com
7151 Columbia Gateway Drive,
Suite A
Columbia, MD 21046
For further information contact:
Larry D. Pickett, Chief Financial Officer
lpickett@baybankmd.com
410-427-3726
| Bay Bancorp, Inc. | |
| Consolidated Balance Sheets | |
| | | | | | | |
| | | December 31, | | September 30, | | |
| | | 2014 | | 2014 | | December 31, |
| | | (unaudited) | | (unaudited) | | 2013 |
| | | | | | | |
| ASSETS | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash and due from banks | | $ | 7,062,943 | | | $ | 7,318,090 | | | $ | 7,126,720 | |
| Interest bearing deposits with banks and federal funds sold | | | 9,794,382 | | | | 9,654,840 | | | | 16,146,340 | |
| Total Cash and Cash Equivalents | | | 16,857,325 | | | | 16,972,930 | | | | 23,273,060 | |
| | | | | | | | | | | | | |
| Time deposits with banks | | | 34,849 | | | | 284,849 | | | | - | |
| Investment securities available for sale, at fair value | | | 35,349,889 | | | | 34,428,746 | | | | 36,586,669 | |
| Investment securities held to maturity, at amortized cost | | | 1,315,718 | | | | 1,334,462 | | | | - | |
| Restricted equity securities, at cost | | | 1,862,995 | | | | 1,367,995 | | | | 1,009,695 | |
| Loans held for sale | | | 7,233,306 | | | | 6,317,277 | | | | 12,836,234 | |
| | | | | | | | | | | | | |
| Loans, net of deferred fees and costs | | | 393,051,192 | | | | 394,080,772 | | | | 320,680,332 | |
| Less: Allowance for loan losses | | | (1,294,976 | ) | | | (1,129,250 | ) | | | (851,000 | ) |
| Loans, net | | | 391,756,216 | | | | 392,951,522 | | | | 319,829,332 | |
| | | | | | | | | | | | | |
| Real estate acquired through foreclosure | | | 1,480,472 | | | | 1,642,524 | | | | 1,290,120 | |
| Premises and equipment, net | | | 5,553,957 | | | | 5,589,176 | | | | 5,998,532 | |
| Bank owned life insurance | | | 5,485,377 | | | | 5,453,093 | | | | 5,356,575 | |
| Core deposit intangible | | | 3,478,282 | | | | 3,732,826 | | | | 3,993,679 | |
| Deferred tax assets, net | | | 3,214,100 | | | | 5,258,484 | | | | 6,564,121 | |
| Accrued interest receivable | | | 1,306,111 | | | | 1,277,781 | | | | 1,186,748 | |
| Accrued taxes receivable | | | 3,122,885 | | | | 1,253,060 | | | | | |
| Defined benefit pension asset | | | 680,668 | | | | 540,058 | | | | - | |
| Prepaid expenses | | | 925,288 | | | | 1,058,985 | | | | 922,426 | |
| Other assets | | | 285,547 | | | | 55,780 | | | | 242,112 | |
| Total Assets | | $ | 479,942,985 | | | $ | 479,519,548 | | | $ | 419,089,303 | |
| | | | | | | | | | | | | |
| LIABILITIES | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Noninterest-bearing deposits | | $ | 98,249,556 | | | $ | 92,902,861 | | | $ | 90,077,139 | |
| Interest-bearing deposits | | | 289,580,575 | | | | 305,693,481 | | | | 270,916,332 | |
| Total Deposits | | | 387,830,131 | | | | 398,596,342 | | | | 360,993,471 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Short-term borrowings | | | 22,150,000 | | | | 12,000,000 | | | | - | |
| Defined benefit pension liability | | | - | | | | - | | | | 42,492 | |
| Accrued expenses and other liabilities | | | 3,319,568 | | | | 3,724,242 | | | | 3,499,072 | |
| Total Liabilities | | | 413,299,699 | | | | 414,320,584 | | | | 364,535,035 | |
| | | | | | | | | | | | | |
| STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
| Common stock - par value $1.00, authorized 20,000,000 shares, issued and outstanding 11,014,517, 11,014,517 and 9,379,753 shares as of December 31, 2014, September 30, 2014 and December 31, 2013, respectively. | | | 11,014,517 | | | | 11,014,517 | | | | 9,379,753 | |
| Additional paid-in capital | | | 43,228,950 | | | | 43,143,903 | | | | 36,357,001 | |
| Retained earnings | | | 10,736,305 | | | | 9,488,743 | | | | 7,703,597 | |
| Accumulated other comprehensive income | | | 1,663,514 | | | | 1,551,801 | | | | 1,113,917 | |
| Total Stockholders' Equity | | | 66,643,286 | | | | 65,198,964 | | | | 54,554,268 | |
| Total Liabilities and Stockholders' Equity | | $ | 479,942,985 | | | $ | 479,519,548 | | | $ | 419,089,303 | |
| Bay Bancorp, Inc. | |
| Consolidated Statements of Income (Loss) |
| (Unaudited) |
| | | | | | | | | |
| | | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | | 2014 | | 2013 | | 2014 | | 2013 |
| | | | | | | | | |
| Interest income: | | | | | | | | | | | | | | | | |
| Interest and fees on loans | | $ | 6,391,123 | | | $ | 5,120,560 | | | $ | 22,848,600 | | | $ | 17,531,386 | |
| Interest on loans held for sale | | | 49,938 | | | | 185,611 | | | | 246,212 | | | | 776,325 | |
| Interest and dividends on securities | | | 264,062 | | | | 317,052 | | | | 970,377 | | | | 638,538 | |
| Interest on deposits with banks and federal funds sold | | | 10,566 | | | | 14,768 | | | | 49,811 | | | | 73,294 | |
| Total Interest Income | | | 6,715,689 | | | | 5,637,991 | | | | 24,115,000 | | | | 19,019,543 | |
| | | | | | | | | | | | | | | | | |
| Interest expense: | | | | | | | | | | | | | | | | |
| Interest on deposits | | | 335,047 | | | | 361,138 | | | | 1,231,643 | | | | 1,259,901 | |
| Interest on short-term borrowings | | | 12,850 | | | | 376 | | | | 25,556 | | | | 2,068 | |
| Total Interest Expense | | | 347,897 | | | | 361,514 | | | | 1,257,199 | | | | 1,261,969 | |
| Net Interest Income | | | 6,367,792 | | | | 5,276,477 | | | | 22,857,801 | | | | 17,757,574 | |
| | | | | | | | | | | | | | | | | |
| Provision for loan losses | | | 221,471 | | | | 308,586 | | | | 801,688 | | | | 842,207 | |
| Net interest income after provision for loan losses | | | 6,146,321 | | | | 4,967,891 | | | | 22,056,113 | | | | 16,915,367 | |
| | | | | | | | | | | | | | | | | |
| Noninterest income: | | | | | | | | | | | | | | | | |
| Electronic banking fees | | | 646,031 | | | | 691,464 | | | | 2,637,079 | | | | 2,050,941 | |
| Mortgage banking fees and gains | | | 182,496 | | | | 816,571 | | | | 950,299 | | | | 2,372,956 | |
| Net (loss) gain on sale of real estate acquired through foreclosure | | | 30,624 | | | | 194,642 | | | | 58,046 | | | | 283,984 | |
| Brokerage commissions | | | - | | | | 154,926 | | | | - | | | | 471,810 | |
| Service charges on deposit accounts | | | 89,732 | | | | 93,867 | | | | 393,128 | | | | 285,557 | |
| Bargain purchase gain | | | - | | | | - | | | | 524,432 | | | | 2,860,199 | |
| Other income | | | 169,614 | | | | 222,113 | | | | 3,201,243 | | | | 619,531 | |
| Total Noninterest Income | | | 1,118,497 | | | | 2,173,583 | | | | 7,764,227 | | | | 8,944,978 | |
| | | | | | | | | | | | | | | | | |
| Noninterest Expenses: | | | | | | | | | | | | | | | | |
| Salary and employee benefits | | | 3,578,278 | | | | 2,878,871 | | | | 13,347,292 | | | | 10,523,757 | |
| Occupancy expenses | | | 679,197 | | | | 731,725 | | | | 2,935,880 | | | | 2,189,811 | |
| Furniture and equipment expenses | | | 299,637 | | | | 276,261 | | | | 1,174,911 | | | | 802,812 | |
| Legal, accounting and other professional fees | | | 328,054 | | | | 400,170 | | | | 1,416,505 | | | | 1,362,118 | |
| Data processing and item processing services | | | 333,322 | | | | 221,598 | | | | 1,197,231 | | | | 1,054,234 | |
| FDIC insurance costs | | | 95,463 | | | | 90,839 | | | | 383,031 | | | | 285,411 | |
| Advertising and marketing related expenses | | | 91,954 | | | | 161,556 | | | | 382,465 | | | | 381,810 | |
| Foreclosed property expenses | | | 186,694 | | | | 96,022 | | | | 690,989 | | | | 369,106 | |
| Loan collection costs | | | 27,744 | | | | (148,389 | ) | | | 332,843 | | | | 154,864 | |
| Core deposit intangible amortization | | | 254,545 | | | | 274,295 | | | | 992,961 | | | | 791,498 | |
| Merger and acquisition related expenses | | | 150,679 | | | | 43,110 | | | | 1,028,239 | | | | 2,041,756 | |
| Other expenses | | | 921,826 | | | | 929,264 | | | | 3,632,070 | | | | 2,157,944 | |
| Total Noninterest Expenses | | | 6,947,393 | | | | 5,955,322 | | | | 27,514,417 | | | | 22,115,121 | |
| (Loss) income before income taxes | | | 317,425 | | | | 1,186,152 | | | | 2,305,923 | | | | 3,745,224 | |
| | | | | | | | | | | | | | | | | |
| Income tax (benefit) expense | | | (992,902 | ) | | | 268,279 | | | | (726,785 | ) | | | 504,090 | |
| Net (loss) income | | $ | 1,310,327 | | | $ | 917,873 | | | $ | 3,032,708 | | | $ | 3,241,134 | |
| | | | | | | | | | | | | | | | | |
| Basic net (loss) income per common share | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.29 | | | $ | 0.39 | |
| | | | | | | | | | | | | | | | | |
| Diluted net (loss) income per common share | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.29 | | | $ | 0.39 | |
| Bay Bancorp, Inc. | |
| Consolidated Statements of Stockholders' Equity | |
| For the Twelve Months Ended December 31, 2014 and 2013 | |
| (Unaudited) | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | Accumulated | | |
| | | | | Additional | | | | Other | | |
| | | Common | | Paid-in | | Retained | | Comprehensive | | |
| | | Stock | | Capital | | Earnings | | Income | | Total |
| Balance December 31, 2012 | | $ | 5,831,963 | | | $ | 21,269,898 | | | $ | 4,462,463 | | | $ | 260,092 | | | $ | 31,824,416 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income | | | - | | | | - | | | | 3,241,134 | | | | - | | | | 3,241,134 | |
| Other comprehensive income | | | - | | | | - | | | | - | | | | 853,825 | | | | 853,825 | |
| Issuance of common stock to FSPF I, LLC | | | 2,039,958 | | | | 8,960,042 | | | | - | | | | - | | | | 11,000,000 | |
| Other comprehensive income | | | 1,483,457 | | | | 5,800,313 | | | | - | | | | - | | | | 7,283,770 | |
| Issuance of restricted common stock | | | 15,488 | | | | (15,488 | ) | | | - | | | | - | | | | - | |
| Stock-based compensation | | | - | | | | 3,111,133 | | | | - | | | | - | | | | 3,111,133 | |
| Issuance of common stock | | | 8,887 | | | | 31,103 | | | | - | | | | - | | | | 39,990 | |
| Balance December 31, 2013 | | | 9,379,753 | | | | 39,157,001 | | | | 7,703,597 | | | | 1,113,917 | | | | 57,354,268 | |
| | | | | | | | | Accumulated | | |
| | | | | Additional | | | | Other | | |
| | | Common | | Paid-in | | Retained | | Comprehensive | | |
| | | Stock | | Capital | | Earnings | | Income (loss) | | Total |
| | | | | | | | | | | |
| Balance December 31, 2013 | | $ | 9,379,753 | | | $ | 36,357,001 | | | $ | 7,703,597 | | | $ | 1,113,917 | | | $ | 54,554,268 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income | | | - | | | | - | | | | 3,032,708 | | | | - | | | | 3,032,708 | |
| Other comprehensive income | | | | | | | | | | | - | | | | 549,597 | | | | 549,597 | |
| Stock-based compensation | | | 212,000 | | | | 1,294,713 | | | | - | | | | - | | | | 1,506,713 | |
| Issuance of common stock | | | 1,422,764 | | | | 5,577,236 | | | | - | | | | - | | | | 7,000,000 | |
| Balance December 31, 2014 | | $ | 11,014,517 | | | $ | 43,228,950 | | | $ | 10,736,305 | | | $ | 1,663,514 | | | $ | 66,643,286 | |
| Bay Bank, FSB |
| Capital Ratios | | |
| (Unaudited) | | | | | | | | | | | | |
| | | | | | | To Be Well |
| | | | | | | Capitalized Under |
| | | | | To Be Considered | | Prompt Corrective |
| | | Actual | | Adequately Capitalized | | Action Provisions |
| | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
| As of December 31, 2014: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Risk-Based Capital Ratio | | $ | 62,743 | | | | 16.66 | % | | $ | 30,129 | | | | 8.00 | % | | $ | 37,661 | | | | 10.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Tier I Risk-Based Capital Ratio | | $ | 61,448 | | | | 16.31 | % | | $ | 15,070 | | | | 4.00 | % | | $ | 22,605 | | | | 6.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Leverage Ratio | | $ | 61,448 | | | | 12.94 | % | | $ | 18,995 | | | | 4.00 | % | | $ | 23,743 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2014: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Risk-Based Capital Ratio | | $ | 60,376 | | | | 16.14 | % | | $ | 29,922 | | | | 8.00 | % | | $ | 37,402 | | | | 10.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Tier I Risk-Based Capital Ratio | | $ | 59,247 | | | | 15.84 | % | | $ | 14,961 | | | | 4.00 | % | | $ | 22,441 | | | | 6.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Leverage Ratio | | $ | 59,247 | | | | 12.51 | % | | $ | 18,943 | | | | 4.00 | % | | $ | 23,679 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2014: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Risk-Based Capital Ratio | | $ | 60,205 | | | | 15.99 | % | | $ | 30,122 | | | | 8.00 | % | | $ | 37,653 | | | | 10.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Tier I Risk-Based Capital Ratio | | $ | 59,105 | | | | 15.70 | % | | $ | 15,061 | | | | 4.00 | % | | $ | 22,592 | | | | 6.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Leverage Ratio | | $ | 59,105 | | | | 12.27 | % | | $ | 19,263 | | | | 4.00 | % | | $ | 24,079 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of March 31, 2014: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Risk-Based Capital Ratio | | $ | 49,354 | | | | 15.53 | % | | $ | 25,423 | | | | 8.00 | % | | $ | 31,778 | | | | 10.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Tier I Risk-Based Capital Ratio | | $ | 48,412 | | | | 15.23 | % | | $ | 12,711 | | | | 4.00 | % | | $ | 19,067 | | | | 6.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Leverage Ratio | | $ | 48,412 | | | | 11.44 | % | | $ | 16,927 | | | | 4.00 | % | | $ | 21,159 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2013: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Risk-Based Capital Ratio | | $ | 47,815 | | | | 14.68 | % | | $ | 26,079 | | | | 8.00 | % | | $ | 32,562 | | | | 10.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Tier I Risk-Based Capital Ratio | | $ | 46,964 | | | | 14.42 | % | | $ | 13,025 | | | | 4.00 | % | | $ | 19,537 | | | | 6.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Leverage Ratio | | $ | 46,964 | | | | 11.41 | % | | $ | 16,461 | | | | 4.00 | % | | $ | 20,577 | | | | 5.00 | % |
| Bay Bancorp, Inc. | |
| Selected Financial Data | | |
| (Unaudited) | | | | | | | | | | |
| | | Three Months Ended | | Twelve Months Ended |
| | | December 31, 2014 | | September 30, 2014 | | December 31, 2013 | | December 31, 2014 | | December 31, 2013 |
| | | | | | | | | | | |
| Shares outstanding and per share data: | | | | | | | | | | | | | | | | | | | | |
| Average shares outstanding (1) | | | 11,014,517 | | | | 10,949,995 | | | | 9,364,265 | | | | 10,370,795 | | | | 8,322,811 | |
| Diluted average shares outstanding (1) | | | 11,038,345 | | | | 10,999,238 | | | | 9,384,403 | | | | 10,410,400 | | | | 7,981,751 | |
| Number of shares outstanding, at end of period | | | 11,014,517 | | | | 11,014,517 | | | | 9,364,265 | | | | 11,014,517 | | | | 9,364,265 | |
| Dividends declared per common share | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Financial Data: | | | | | | | | | | | | | | | | | | | | |
| Assets | | $ | 479,942,985 | | | $ | 479,519,548 | | | $ | 419,089,303 | | | $ | 479,942,985 | | | $ | 419,089,303 | |
| Investment securites | | | 36,665,607 | | | | 35,763,208 | | | | 36,586,669 | | | | 36,665,607 | | | | 36,586,669 | |
| Loans (net of deferred fees and costs) | | | 393,051,192 | | | | 394,080,772 | | | | 320,680,332 | | | | 393,051,192 | | | | 320,680,332 | |
| Allowance for loan losses | | | 1,294,976 | | | | (1,129,250 | ) | | | (851,000 | ) | | | 1,294,976 | | | | (851,000 | ) |
| Deposits | | | 387,830,131 | | | | 398,596,342 | | | | 360,993,471 | | | | 387,830,131 | | | | 360,933,471 | |
| Borrowings | | | 22,150,000 | | | | 12,000,000 | | | | - | | | | 22,150,000 | | | | - | |
| Stockholders’ equity | | | 66,643,286 | | | | 65,198,964 | | | | 54,554,268 | | | | 66,643,286 | | | | 54,554,268 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | | 1,310,327 | | | | (941,515 | ) | | | 917,873 | | | | 3,032,708 | | | | 3,241,134 | |
| | | | | | | | | | | | | | | | | | | | | |
| Average Balances: | | | | | | | | | | | | | | | | | | | | |
| Assets | | | 479,539,765 | | | | 485,175,007 | | | | 432,453,363 | | | | 459,673,750 | | | | 358,397,210 | |
| Investment securities | | | 37,744,736 | | | | 36,881,377 | | | | 36,839,749 | | | | 37,773,016 | | | | 24,427,877 | |
| Loans (net of deferred fees and costs) | | | 393,337,031 | | | | 397,302,596 | | | | 319,595,405 | | | | 364,499,210 | | | | 259,698,504 | |
| Borrowings | | | 18,500,000 | | | | 14,873,759 | | | | - | | | | 9,269,231 | | | | - | |
| Deposits | | | 391,419,769 | | | | 400,964,856 | | | | 373,197,434 | | | | 385,700,292 | | | | 231,245,789 | |
| Stockholders' equity | | | 66,079,174 | | | | 66,652,091 | | | | 55,004,531 | | | | 61,530,969 | | | | 48,537,003 | |
| | | | | | | | | | | | | | | | | | | | | |
| Performance Ratios: | | | | | | | | | | | | | | | | | | | | |
| Return on average assets | | | 1.08 | % | | | -0.77 | % | | | 0.84 | % | | | 0.66 | % | | | 0.90 | % |
| Return on average equity | | | 7.87 | % | | | -5.60 | % | | | 6.62 | % | | | 4.93 | % | | | 6.68 | % |
| Yield on average interest-earning assets | | | 5.90 | % | | | 5.06 | % | | | 5.59 | % | | | 5.59 | % | | | 5.71 | % |
| Rate on average interest-bearing liabilities | | | 0.43 | % | | | 0.37 | % | | | 0.51 | % | | | 0.42 | % | | | 0.55 | % |
| Net interest spread | | | 5.47 | % | | | 4.69 | % | | | 5.08 | % | | | 5.17 | % | | | 5.16 | % |
| Net interest margin | | | 5.59 | % | | | 4.80 | % | | | 5.23 | % | | | 5.30 | % | | | 5.33 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Book value per share | | $ | 6.05 | | | $ | 5.92 | | | $ | 5.83 | | | $ | 6.05 | | | $ | 5.83 | |
| Basic net income per share | | | 0.12 | | | | (0.09 | ) | | | 0.11 | | | | 0.29 | | | | 0.39 | |
| Diluted net income per share | | | 0.12 | | | | (0.09 | ) | | | 0.11 | | | | 0.29 | | | | 0.39 | |
| | | December 31, 2014 | | September 30, 2014 | | June 30, 2014 | | March 31, 2014 | | December 31, 2013 |
| Asset Quality Ratios: | | | | | | | | | | | | | | | | | | | | |
| Allowance for loan losses to loans | | | 0.33 | % | | | 0.29 | % | | | 0.28 | % | | | 0.22 | % | | | 0.27 | % |
| Nonperforming loans to total loans | | | 3.27 | % | | | 4.83 | % | | | 4.29 | % | | | 3.34 | % | | | 2.59 | % |
| Nonperforming assets to total assets | | | 2.99 | % | | | 4.31 | % | | | 3.79 | % | | | 2.69 | % | | | 2.29 | % |
| Net charge-offs annualized to avg. loans | | | 0.06 | % | | | 0.19 | % | | | -0.02 | % | | | 0.16 | % | | | 0.19 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Capital Ratios (Bay Bank, FSB): | | | | | | | | | | | | | | | | | | | | |
| Total risk-based capital ratio | | | 16.66 | % | | | 16.14 | % | | | 15.99 | % | | | 15.53 | % | | | 14.68 | % |
| Tier 1 risk-based capital ratio | | | 16.31 | % | | | 15.84 | % | | | 15.70 | % | | | 15.23 | % | | | 14.42 | % |
| Leverage ratio | | | 12.94 | % | | | 12.51 | % | | | 12.27 | % | | | 11.44 | % | | | 11.41 | % |
