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EX-99.1 - EX-99.1 - OLD LINE BANCSHARES INCa13-16966_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS OF OLD LINE BANCSHARES, INC. AND WSB HOLDINGS, INC.

 

The following unaudited pro forma combined balance sheets at March 31, 2013 and unaudited pro forma condensed combined statements of income for the three months ended March 31, 2013 and twelve months ended December 31, 2012, illustrate the effect of the merger of WSB Holdings, Inc. with and into Old Line Bancshares, Inc. (“Old Line Bancshares”).  We have based the unaudited pro forma condensed combined financial statements on the unaudited balance sheets at March 31, 2013 and the unaudited consolidated statements of income for the three months ended March 31, 2013 and the audited statements of income for the twelve months ended December 31, 2012 of WSB Holdings, Inc. and Old Line Bancshares.

 

As required by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-Business Combinations, we have used the acquisition method of accounting and adjusted the acquired assets and liabilities of WSB Holdings, Inc. to fair value as of the balance sheet date.  Under this method, we will record WSB Holdings, Inc’s assets and liabilities as of May 10, 2013, the date of the acquisition, at their respective fair values and add them to those of Old Line Bancshares.  We will record in goodwill any difference between the purchase price for WSB Holdings, Inc. and the fair value of the identifiable net assets acquired (including core deposit intangibles); however, these are subject to change for a one-year period if material information which existed at the acquisition date previously unknown becomes known.  Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed consolidated financial information.  We will not expense the amortization of the goodwill that results from the acquisition, if any, but will review it for impairment at least annually.  To the extent there is an impairment of the goodwill, we will expense the impairment.  We will amortize to expense core deposit and other intangibles with definite useful lives that we record in conjunction with the merger.  Financial statements that Old Line Bancshares issues after the acquisition will reflect the results attributable to the acquired operations of WSB Holdings, Inc. beginning on May 10, 2013, the date of completion of the acquisition.

 

In connection with the acquisition, Old Line Bancshares is currently working to consolidate the operations of WSB Holdings, Inc.  We continue to assess the two companies’ personnel, benefit plans, premises, equipment, computer systems and service contracts to determine where we may take advantage of redundancies.  We will record any additional cost associated with such decisions as incurred and have not included them in the pro forma adjustments to the pro forma consolidated statements of income.  We have not included these savings in the pro forma consolidated statements of income and there are no assurances that we will realize these reductions.

 

We have provided the unaudited pro forma information for information purposes only.  The pro forma financial information presented is not necessarily indicative of the actual results that we would have achieved had we consummated the merger on the dates or at the beginning of the periods presented, and it is not necessarily indicative of future results.  You should read the unaudited pro forma financial information in conjunction with notes thereto and the audited consolidated financial statements and the notes thereto of Old Line Bancshares and WSB Holdings, Inc.  Actual results may be materially different than the pro forma data presented.

 

We have made certain reclassification adjustments to the pro forma financial statements to conform to Old Line Bancshares’ financial statement presentation.

 



 

Old Line Bancshares, Inc.

Consolidated Proforma Balance Sheets with WSB Holdings, Inc.

(Unaudited)

 

 

 

Old Line

 

WSB

 

Proforma

 

Proforma

 

 

 

Bancshares

 

Holdings, Inc

 

Adjustments

 

Combined

 

 

 

March 31, 2013

 

March 31, 2013

 

March 31, 2013

 

March 31, 2013

 

Assets

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

37,651,112

 

$

3,319,231

 

$

(16,966,208

)(1)

$

24,004,135

 

Interest bearing accounts

 

30,291

 

50,551

 

 

80,842

 

Federal funds sold

 

331,153

 

30,685,753

 

 

31,016,906

 

Total cash and cash equivalents

 

38,012,556

 

34,055,535

 

(16,966,208

)

55,101,883

 

 

 

 

 

 

 

 

 

 

 

Investment securities available for sale

 

154,081,188

 

58,936,591

 

(4)

213,017,779

 

Mortgage-backed securities available for sale

 

 

21,762,495

 

 

21,762,495

 

Loans, net of deferred fees and costs

 

615,903,541

 

184,774,366

 

(14,160,696

)(5)

786,517,211

 

Allowance for loan losses

 

(4,052,947

)

(2,795,109

)

2,767,274

(5)

(4,080,782

)

Equity securities at cost

 

3,174,220

 

 

 

3,174,220

 

Premises and equipment

 

24,912,937

 

4,741,270

 

5,673,151

(10)

35,327,358

 

Accrued interest receivable

 

2,511,753

 

1,139,411

 

 

3,651,164

 

Deferred income taxes

 

8,015,351

 

6,852,658

 

3,968,642

(4)(9)

18,836,651

 

Bank owned life insurance

 

16,977,347

 

12,936,837

 

 

29,914,184

 

Other real estate owned

 

2,726,910

 

5,062,065

 

(1,001,786

)(6)

6,787,189

 

Goodwill

 

633,790

 

 

6,213,634

(1)

6,847,424

 

Core deposit intangible

 

3,513,889

 

 

2,434,723

(3)

5,948,612

 

Other assets

 

2,575,612

 

4,500,223

 

(567,850

)(11)

6,507,985

 

Total assets

 

$

868,986,147

 

$

331,966,342

 

$

(11,639,116

)

$

1,189,313,373

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

Non-interest bearing

 

$

188,172,189

 

$

6,014,995

 

$

 

$

194,187,184

 

Interest bearing

 

560,330,114

 

212,583,521

 

955,452

(7)

773,869,087

 

Total deposits

 

748,502,303

 

218,598,516

 

955,452

 

968,056,271

 

Short term borrowings

 

31,510,107

 

 

 

31,510,107

 

Long term borrowings

 

6,166,788

 

56,000,000

 

4,250,568

(8)

66,417,356

 

Accrued interest payable

 

279,907

 

8,399

 

 

288,306

 

Deferred compensation and supplemental benefits

 

4,690,584

 

 

 

4,690,584

 

Other liabilities

 

2,749,707

 

2,206,387

 

 

4,956,094

 

Total liabilities

 

793,899,396

 

276,813,302

 

5,206,020

 

1,075,918,718

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

Common stock

 

68,538

 

802

 

27,293

(1)(2)

96,633

 

Additional paid-in capital

 

53,875,593

 

11,206,794

 

26,573,926

(1)(2)

91,656,313

 

Retained earnings

 

19,543,682

 

43,197,810

 

(42,309,411

)(1)(2)

20,432,081

 

Accumulated other comprehensive income (loss)

 

1,220,486

 

747,634

 

(1,136,944

)(4)

831,176

 

Total stockholders’ equity

 

74,708,299

 

55,153,040

 

(16,845,136

)

113,016,203

 

Non-controlling interest

 

378,452

 

 

 

378,452

 

Total stockholders’ equity

 

75,086,751

 

55,153,040

 

(16,845,136

)

113,394,655

 

Total liabilities and stockholders’ equity

 

$

868,986,147

 

$

331,966,342

 

$

(11,639,116

)

$

1,189,313,373

 

 

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

 



 

Old Line Bancshares, Inc.

Consolidated Proforma Statement of Income with WSB Holdings, Inc.

(Unaudited)

 

 

 

Old Line
Bancshares

 

WSB Holdings,
Inc

 

Proforma
Adjustments

 

Proforma Combined

 

 

 

March 31, 2013

 

March 31, 2013

 

March 31, 2013

 

March 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Interest revenue

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

7,831,823

 

$

2,532,813

 

$

52,750

(5)

$

10,311,886

 

U.S. Treasury securities

 

1,754

 

 

 

$

1,754

 

U.S. government agency securities

 

82,430

 

235,362

 

(4)

$

317,792

 

Mortgage backed securities

 

388,256

 

157,291

 

 

$

545,547

 

Municipal securities

 

469,668

 

 

 

$

469,668

 

Federal funds sold

 

601

 

 

 

$

601

 

Other

 

42,544

 

 

 

$

42,544

 

Total interest revenue

 

8,817,076

 

2,925,466

 

52,750

 

11,689,792

 

Interest expense

 

 

 

 

 

 

 

 

 

Deposits

 

857,139

 

399,802

 

73,450

(3)

1,183,491

 

Borrowed funds

 

112,487

 

461,219

 

 

573,706

 

Total interest expense

 

969,626

 

861,021

 

73,450

 

1,757,197

 

Net interest income

 

7,847,450

 

2,064,445

 

(20,700

)

9,932,595

 

Provision for loan losses

 

200,000

 

 

 

 

Net interest income after provision for loan losses

 

7,647,450

 

2,064,445

 

(20,700

)

9,932,595

 

 

 

 

 

 

 

 

 

 

 

Non-interest revenue

 

 

 

 

 

 

 

 

 

Loan related fees

 

 

119,936

 

 

119,936

 

Gain on sale of loans

 

 

366,942

 

 

366,942

 

Service charges on deposit accounts

 

300,741

 

35,632

 

 

336,373

 

Gains on sales of investment securities

 

631,429

 

 

 

631,429

 

(Loss) gain on sale of other real estate owned

 

(200,454

)

55,631

 

 

(144,823

)

Earnings on bank owned life insurance

 

133,228

 

112,069

 

 

245,297

 

Gain (loss) on disposal of assets

 

(85,561

)

 

 

(85,561

)

Rental income

 

 

180,892

 

 

180,892

 

Other fees and commissions

 

247,683

 

72,215

 

 

319,898

 

Total non-interest revenue

 

1,027,066

 

943,317

 

 

1,970,383

 

Non-interest expense

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

3,232,677

 

1,715,002

 

 

4,947,679

 

Occupancy & equipment

 

1,068,867

 

171,950

 

(35,750)

(10)

1,276,567

 

Data processing

 

239,057

 

140,093

 

 

379,150

 

FDIC insurance and State of Maryland assessments

 

155,243

 

151,457

 

 

306,700

 

Merger and integration expenses

 

240,485

 

74,108

 

 

314,593

 

Core deposit premium

 

177,582

 

 

(128,625)

(7)

306,207

 

Other operating

 

1,765,530

 

923,600

 

 

2,689,130

 

Total non-interest expense

 

6,879,441

 

3,176,210

 

(164,375

)

10,220,026

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

1,795,075

 

(168,448

)

143,675

 

1,482,952

 

Income taxes (benefit)

 

521,722

 

(110,100

)

56,665

(9)

354,957

 

Net income (loss)

 

1,273,353

 

(58,348

)

87,010

 

1,127,995

 

Less:  Net (loss) attributable to the non-controlling interest

 

(13,095

)

 

 

(13,095

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Old Line Bancshares, Inc.

 

$

1,286,448

 

$

(58,348

)

$

87,010

 

$

1,114,900

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

$

0.19

 

$

(0.01

)

 

$

0.11

 

Diluted earnings (loss) per common share

 

$

0.19

 

$

(0.01

)

 

$

0.11

 

Dividend per common share

 

$

0.04

 

$

(0.00

)

 

$

0.04

 

 

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

 



 

Old Line Bancshares, Inc.

Consolidated Proforma Statement of Income with WSB Holdings, Inc.

(Unaudited)

 

 

 

Old Line

 

 

 

Proforma

 

Proforma

 

 

 

Bancshares

 

WSB Holdings, Inc

 

Adjustments

 

Combined

 

 

 

December 31, 2012

 

December 31, 2012

 

December 31, 2012

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Interest revenue

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

33,808,739

 

$

11,496,188

 

$

211,000

(5)

$

45,093,927

 

U.S. Treasury securities

 

9,646

 

 

 

9,646

 

U.S. government agency securities

 

362,323

 

1,202,848

 

(4)

1,565,171

 

Mortgage backed securities

 

2,243,209

 

2,793,416

 

 

5,036,625

 

Municipal securities

 

1,592,370

 

 

 

1,592,370

 

Federal funds sold

 

6,026

 

 

 

6,026

 

Other

 

199,810

 

 

 

199,810

 

Total interest revenue

 

38,222,123

 

15,492,452

 

211,000

 

53,503,575

 

Interest expense

 

 

 

 

 

 

 

 

 

Deposits

 

4,235,107

 

2,634,980

 

293,800

(3)

6,576,287

 

Borrowed funds

 

822,518

 

2,025,970

 

 

2,848,488

 

Total interest expense

 

5,057,625

 

4,660,950

 

293,800

 

9,424,775

 

Net interest income

 

33,164,498

 

10,831,502

 

(82,800

)

44,078,800

 

Provision for loan losses

 

1,525,000

 

 

 

1,525,000

 

Net interest income after provision for loan losses

 

31,639,498

 

10,831,502

 

(82,800

)

45,603,800

 

 

 

 

 

 

 

 

 

 

 

Non-interest revenue

 

 

 

 

 

 

 

 

 

Loan related fees

 

 

524,759

 

 

524,759

 

Gain on sale of loans

 

 

1,739,016

 

 

1,739,016

 

Service charges on deposit accounts

 

1,281,187

 

138,337

 

 

1,419,524

 

Gains on sales of mortgage-backed securities

 

 

189,264

 

 

189,264

 

Gains on sales of investment securities

 

1,156,781

 

445,727

 

 

1,602,508

 

Gain on sale of other real estate owned

 

110,704

 

191,229

 

 

301,933

 

Earnings on bank owned life insurance

 

548,454

 

455,794

 

 

1,004,248

 

Gain (loss) on disposal of assets

 

7,430

 

(9,198

)

 

(1,768

)

Rental income

 

 

645,294

 

 

645,294

 

Other fees and commissions

 

714,258

 

219,998

 

 

934,256

 

Total non-interest revenue

 

3,818,814

 

4,540,220

 

 

8,359,034

 

Non-interest expense

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

12,038,509

 

7,226,635

 

 

19,265,144

 

Occupancy & equipment

 

3,687,419

 

703,351

 

(143,000)

(10)

4,533,770

 

Pension plan termination

 

700,884

 

 

 

700,884

 

Data processing

 

869,984

 

551,116

 

 

1,421,100

 

FDIC insurance and State of Maryland assessments

 

600,875

 

632,418

 

 

1,233,293

 

Merger and integration expenses

 

470,999

 

131,181

 

 

602,180

 

Core deposit premium

 

727,421

 

 

(514,500)

(7)

1,241,921

 

Other operating

 

6,176,436

 

4,672,600

 

 

10,849,036

 

Total non-interest expense

 

25,272,527

 

13,917,301

 

(657,500

)

39,847,328

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

10,185,785

 

1,454,421

 

574,700

 

11,065,506

 

Income taxes (benefit)

 

2,720,446

 

428,829

 

226,662

(9)

2,922,613

 

Net income

 

7,465,339

 

1,025,592

 

348,038

 

8,142,893

 

Less:  Net loss attributable to the non-controlling interest

 

(65,125

)

 

 

(65,125

)

Net income attributable to Old Line Bancshares, Inc.

 

$

7,530,464

 

$

1,025,592

 

$

348,038

 

$

8,077,768

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

$

1.10

 

$

0.13

 

 

$

0.83

 

Diluted earnings (loss) per common share

 

$

1.09

 

$

0.13

 

 

$

0.82

 

Dividend per common share

 

$

0.16

 

$

0.00

 

 

$

0.16

 

 

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

 



 

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME

 

1.                                      Old Line Bancshares issued shares of its stock to stockholders of WSB Holdings, Inc. to effect the acquisition.  The exchange ratio was based on a pricing mechanism that adjusted based on the closing price as defined in the merger agreement.  The unaudited pro forma combined financial information assumes that Old Line Bank exchanged each share of WSB Holdings, Inc. stock for .557 shares of Old Line Bank common stock and repurchased all fractional shares that resulted from the share exchange.

 

WSB Holdings, Inc. stockholders own approximately 29.79% of the voting stock of the combined company after the acquisition.  The shares of Old Line Bancshares’ common stock illustrated in this pro forma were recorded at $12.98 per share, the closing price of Old Line Bancshares on the effective date of the merger.  The pro forma financial statements include payment to WSB Holdings, Inc. stockholders who elected to receive cash consideration for a total cash payment of $17 million.

 

Old Line Bancshares will determine the final allocation of the purchase price after we have completed additional analysis to determine the fair values of WSB Holdings, Inc. tangible and identifiable intangible assets and liabilities as of the date of the acquisition.  Changes in the fair value of the net assets of WSB Holdings, Inc. as of the date of the acquisition will likely change the amount of the purchase price allocable to goodwill. The further refinement of transaction costs and fair valuations will likely change the amount of goodwill recorded.  The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.  Old Line Bancshares has prepared the pro forma financial information to include the estimated adjustments necessary to record the assets and liabilities of WSB Holdings, Inc. at their respective fair values and represents management’s best estimate based upon the information available at this time.  The pro forma adjustments included herein are subject to change as additional information becomes available and as we perform additional analyses.  The final acquisition accounting adjustments may be materially different from the pro forma adjustment presented herein.  Increases or decreases in the fair value of certain balance sheet amounts including loans, securities, deposits and related intangibles and debt will result in adjustments to the balance sheet and statement of operations.  Such adjustments, when compared to the information shown in this document, may change the amount of the purchase price allocated to goodwill while changes to other assets and liabilities may impact the statement of income due to adjustments in the yield and/or amortization/accretion of the adjusted assets and liabilities.  The unaudited pro forma combined financial information presented herein does not necessarily provide an indication of the combined results of operations or the combined financial position, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.

 

The total purchase price for the purpose of this pro forma financial information is $54.7 million.  The following table provides the calculation and allocation of the purchase price used in the pro forma financial statements and a reconcilement of pro forma shares outstanding after adjustment for the WSB Holdings, Inc. stockholders who elected to receive cash consideration for a total cash payment of $17 million and the redemption of fractional shares.

 



 

Summary of Purchase Price Calculation and Goodwill Resutling from Merger

And Reconciliation of Pro Forma Shares Outstanding at March 31, 2013

($ in thousands except share and per share data)

 

 

 

 

 

March 31, 2013

 

Purchase Price Consideration-Common Stock

 

 

 

 

 

WSB Holdings shares outstanding exchanged for stock

 

5,223,633

 

 

 

Exchange ratio

 

0.557

 

 

 

Old Line Bancshares shares issued to WSB Holdings stockholders

 

2,909,486

 

 

 

Purchase price per WSB Holdings common share

 

$

6.0743

 

 

 

Cash consideration

 

$

16,966

 

 

 

Purchase price assigned to shares exchanged for stock

 

$

37,765

 

 

 

Total purchase price

 

 

 

$

54,731

 

WSB Holdings stockholders’ equity, excluding accumulated other comprehensive income

 

$

54,610

 

 

 

 

 

 

 

 

 

Estimated adjustments to reflect assets acquired at fair value:

 

 

 

 

 

Loans

 

(14,532

)

 

 

Allowance for loan losses

 

2,767

 

 

 

Deferred loan fees

 

372

 

 

 

Premises and equipment

 

5,673

 

 

 

Deferred income taxes

 

3,969

 

 

 

Other real estate owned

 

(1,002

)

 

 

Other intangible assets (Core deposit premium)

 

2,435

 

 

 

Other assets

 

(568

)

 

 

 

 

 

 

 

 

Estimated adjustments to reflect liabilities acquired at fair value:

 

 

 

 

 

Interest bearing deposits

 

(955

)

 

 

Long term borrowings

 

(4,251

)

 

 

 

 

 

 

48,518

 

Goodwill resulting from merger

 

 

 

$

6,213

 

 

 

 

 

 

 

Reconcilement of Pro Forma Shares Outstanding

 

 

 

 

 

WSB Holdings shares outstanding

 

 

 

8,016,607

 

Less cash consideration & fractional

 

 

 

(2,792,974

)

WSB Holdings shares converted

 

 

 

5,223,633

 

Exchange ratio

 

 

 

0.557

 

Old Line Bancshares shares issued to WSB Holdings stockholders

 

 

 

2,909,486

 

Old Line Bancshares shares outstanding

 

 

 

6,857,914

 

Pro forma Old Line Bancshares shares outstanding

 

 

 

9,767,400

 

Pro forma % ownership by WSB Holdings

 

 

 

29.79

%

Pro forma % ownership by legacy Old Line Bancshares

 

 

 

70.21

%

 



 

2.                                      Adjustment to reflect the issuance of common shares of Old Line Bancshares common stock with a $0.01 par value in connection with the merger and the adjustments to stockholders’ equity for the reclassification of WSB Holdings, Inc’s historical equity accounts (common stock, accumulated other comprehensive income and retained earnings) into additional paid-in capital.

 

3.                                      Adjustment of $2.4 million to core deposit intangible to reflect the fair value of this asset and the related amortization adjustment based upon an expected life of 10 years and using a sum of the years digit method. We expect the amortization of the core deposit intangible to increase pro forma before tax non-interest expense by $294 thousand in the first year following consummation.

 

4.                                      Since all investments were recorded as available for sale, we have reclassified the valuation allowance in accumulated other comprehensive income and the deferred tax asset to eliminate the valuation allowance. There is no impact on the income statement during the first year.

 

5.                                      Adjustments to reflect the fair value of loans include:

 

·                  An adjustment of $2.8 million to reflect the removal of the allowance for loan losses in connection with applying acquisition accounting under ASC 805. We will apply this adjustment to loans accounted for within the scope of ASC 310-30 (ASC 310-30 occurs as a result of the accounting for the differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans, including those acquired in a business combination, if those differences are attributable, at least in part, to credit quality considerations). Old Line Bank’s management and independent loan review personnel determined this amount based on a review of WSB Holdings, Inc’s  loans. This review considered payment history, relevant collateral values, debt service coverage ratios and other factors. There is no estimated accretion for this credit quality adjustment in the pro forma statement of income.

 

·                  An additional adjustment of $12.7 million for loans accounted for within the scope of ASC 310-30 as outlined above. There is no estimated accretion for this credit quality adjustment in the pro forma statement of income.

 

·                  Adjustment of $3.3 million to increase the fair values of performing loans based on current interest rates of similar loans. We will recognize this adjustment using the level yield amortization method based upon the expected life of the loans. We expect this adjustment will decrease pro forma before tax interest income by approximately $330 thousand in the first year following consummation.

 

·                  An adjustment of $2.6 million to decrease the fair value of nonperforming loans accounted for within the scope of ASC310-30 which will result in a future accretion associated with this amount.  An additional adjustment of $2.5 million is recorded for estimated future credit losses on the performing loans.  To determine the fair value of the loans within the scope of ASC 310-20, Old Line Bank’s management and independent loan review personnel evaluated WSB Holdings, Inc’s loan portfolio and considered the risk characteristics within various pools of loans within the remaining loan portfolio. This review included payment history, concentrations, quality of underwriting and economic weaknesses.  We will recognize this credit quality adjustment using a level yield analysis. We anticipate this adjustment will increase pro forma before tax interest income by approximately $541 thousand.

 

·                  An adjustment of $371,700 to eliminate the deferred fees associated with acquired loans. There is no related adjustment in the pro forma statement of income.

 

The following table reconciles the total loan adjustments:

 

Fair Value time and interest rate

 

$

3,258,731

 

ASC 310-30 (Allowance)

 

2,767,274

 

ASC 310-30

 

(12,672,309

)

ASC 310-30

 

(2,474,655

)

ASC 310-20

 

(2,644,163

)

Deferred fees

 

371,700

 

Total Loan Adjustments

 

$

(11,393,422

)

 



 

6.                                      An adjustment of $1.0 million to reflect the fair value of other real estate owned, based on Old Line Bank’s management detailed analysis of these assets that included site visits where possible, current third party appraisals and current tax assessed values. There is no estimated income for this adjustment in the pro forma statement of income.

 

7.                                      Adjustment of $955,452 to reflect the fair values of interest bearing time deposit liabilities based on current interest rates for similar instruments. We will recognize this adjustment using a level yield amortization method based upon the maturities of the deposit liabilities. We expect this adjustment will decrease pro forma before tax interest expense by $514,600 the first year following consummation.

 

8.                                      Adjustment of $4.3 million to reflect the fair value of long term borrowings held by WSB Holdings, Inc.  We have repaid this debt at or near the acquisition date and there is no estimated expense for this adjustment in the pro forma statement of income.

 

9.                                      Adjustment to reflect the net deferred tax at a rate of 39.445% related to fair value adjustments on the balance sheet and a statutory tax rate of 39.445% for book tax expense. We have not taken a tax benefit for certain merger obligations and cost that we do not consider tax deductible.

 

10.                               Adjustment of $5.7 million to reflect the increase in fair value for premises and equipment. We have estimated the amortization of the fair value adjustment over a 40 year period. We expect this adjustment to increase pro forma occupancy and equipment expense by $143 thousand in the first year of consummation.

 

11.                               Adjustment to other assets of $568,000 to eliminate WSB deferred assets. There is no pro forma statement of income adjustment for this item.

 

12.                               We determine basic earnings per common share by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding.

 

We calculate diluted earnings per common share by including the average dilutive common stock equivalents outstanding during the period. Dilutive common equivalent shares consist of stock options, calculated using the treasury stock method.

 

For pro forma basic and diluted earnings per common share we have assumed that the shares issued at acquisition are outstanding for the entire nine month or twelve month period, respectively.

 

 

 

March 31, 2013

 

December 31, 2012

 

Weighted average number of shares Old Line Bancshares

 

6,848,505

 

6,828,512

 

Shares issued to WSB stockholders

 

2,909,486

 

2,909,486

 

Subtotal average number of common shares

 

9,757,991

 

9,737,998

 

Dilutive average number of shares

 

102,244

 

65,133

 

Total average common shares including dilutive shares

 

9,860,235

 

9,803,131

 

 

13.                               In conjunction with the merger we expect to incur approximately $3.0 million in expenses associated with conversion of data processing systems, severance, legal, accounting and consulting fees. To date, we had incurred approximately $2.8 million in expenses associated with the merger. We will expense these merger expenses as incurred and have not included them in the pro forma income statement or balance sheet.