OLD LINE BANCSHARES INC - FORM 10-Q

Attached files

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EX-32 - EX-32 - OLD LINE BANCSHARES INC	olbk-20150930xex32.htm
EX-31.1 - EX-31.1 - OLD LINE BANCSHARES INC	olbk-20150930ex311059fec.htm
EX-31.2 - EX-31.2 - OLD LINE BANCSHARES INC	olbk-20150930ex3120d0e47.htm

Table of Contents

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, 2015

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

Commission File Number: 000-50345

Old Line Bancshares, Inc.

(Exact name of registrant as specified in its charter)


Maryland		20-0154352
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)


1525 Pointer Ridge Place
Bowie, Maryland		20716
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 430-2500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☒No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes☒No☐

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


Large accelerated filer ☐	Accelerated filer ☒

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

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

Yes☐No☒

As of October 30, 2015, the registrant had 10,534,420 shares of common stock outstanding.

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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, 2015 (Unaudited) and December 31, 2014	3

			Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2015 and 2014	4

			Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2015 and 2014	5

			Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2015	6

			Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2015 and 2014	7

			Notes to Consolidated Financial Statements (Unaudited)	9

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.			Quantitative and Qualitative Disclosures about Market Risk	56

Item 4.			Controls and Procedures	58

PART II.

Item 1.			Legal Proceedings	58

Item 1A.			Risk Factors	58

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	59

Item 3.			Defaults Upon Senior Securities	59

Item 4.			Mine Safety Disclosures	59

Item 5.			Other Information	59

Item 6.			Exhibits	59

Signatures				60

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Part 1. Financial Information

Old Line Bancshares, Inc. & Subsidiaries

Consolidated Balance Sheets


	September 30,		December 31,
	2015		2014
	(Unaudited)
Assets
Cash and due from banks	$	29,107,355	$	23,572,613
Interest bearing accounts		1,147,181		1,230,864
Federal funds sold		362,726		601,259
Total cash and cash equivalents		30,617,262		25,404,736
Investment securities available for sale-at fair value		151,522,391		161,680,198
Loans held for sale, fair value of $5,445,074 and $4,753,995		5,264,444		4,548,106
Loans held for investment (net of allowance for loan losses of $4,453,714 and $4,281,835, respectively)		1,040,227,945		926,573,488
Equity securities at cost		3,671,895		5,811,697
Premises and equipment		33,948,846		34,300,375
Accrued interest receivable		3,223,748		3,218,428
Deferred income taxes		12,734,261		16,106,498
Bank owned life insurance		32,071,875		31,429,747
Other real estate owned		1,948,625		2,451,920
Goodwill		7,793,665		7,793,665
Core deposit intangible		3,822,953		4,420,796
Other assets		4,530,443		3,779,350
Total assets	$	1,331,378,353	$	1,227,519,004

Liabilities and Stockholders’ Equity
Deposits
Non-interest bearing	$	279,339,255	$	260,913,521
Interest bearing		811,186,492		754,825,885
Total deposits		1,090,525,747		1,015,739,406
Short term borrowings		85,695,507		61,002,889
Long term borrowings		5,903,665		5,987,283
Accrued interest payable		357,691		266,023
Income taxes payable		379,247		—
Supplemental executive retirement plan		5,276,167		5,095,141
Other liabilities		4,967,326		3,901,625
Total liabilities		1,193,105,350		1,091,992,367
Stockholders’ equity
Common stock, par value $0.01 per share; 25,000,000 shares authorized; 10,513,025 and 10,810,930 shares issued and outstanding in 2015 and 2014, respectively		105,131		108,110
Additional paid-in capital		100,614,804		105,235,646
Retained earnings		36,935,945		30,067,798
Accumulated other comprehensive income (loss)		359,840		(147,250)
Total Old Line Bancshares, Inc. stockholders’ equity		138,015,720		135,264,304
Non-controlling interest		257,283		262,333
Total stockholders’ equity		138,273,003		135,526,637
Total liabilities and stockholders’ equity	$	1,331,378,353	$	1,227,519,004

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

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Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Income

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Interest Income
Loans, including fees	$	12,202,174	$	10,232,684	$	35,302,194	$	31,166,655
U.S. treasury securities		2,642		2,650		7,878		19,028
U.S. government agency securities		127,897		137,846		393,991		433,945
Mortgage backed securities		312,067		347,831		1,035,621		1,086,183
Municipal securities		295,464		327,754		916,098		1,158,933
Federal funds sold		177		1,611		552		3,652
Other		66,925		67,632		172,710		238,520
Total interest income		13,007,346		11,118,008		37,829,044		34,106,916
Interest expense
Deposits		1,118,092		850,964		3,050,609		2,601,906
Borrowed funds		141,009		111,693		435,432		378,887
Total interest expense		1,259,101		962,657		3,486,041		2,980,793
Net interest income		11,748,245		10,155,351		34,343,003		31,126,123
Provision for loan losses		263,595		555,134		910,984		2,369,183
Net interest income after provision for loan losses		11,484,650		9,600,217		33,432,019		28,756,940
Non-interest income
Service charges on deposit accounts		442,225		483,865		1,298,809		1,428,943
Gain on sales or calls of investment securities		604		—		65,222		129,911
Earnings on bank owned life insurance		250,950		248,259		748,755		738,237
Gain on the sale of equity securities		—		—		—		96,993
Gain on disposal of assets		—		—		19,975		17,919
Rental Income		202,091		198,844		620,439		594,788
Income on marketable loans		457,613		129,498		1,544,462		527,478
Other fees and commissions		490,015		201,869		881,994		1,030,526
Total non-interest income		1,843,498		1,262,335		5,179,656		4,564,795
Non-interest expense
Salaries and benefits		4,407,726		4,559,711		12,918,194		13,527,562
Occupancy and equipment		1,478,740		1,367,808		4,217,277		4,390,541
Data processing		350,941		368,717		1,070,191		987,919
FDIC insurance and State of Maryland assessments		241,634		229,785		742,520		681,881
Merger and integration		—		—		—		29,167
Core deposit premium amortization		193,960		212,970		597,843		653,734
(Gain) loss on sales of other real estate owned		(114,709)		(260,533)		29,214		(542,728)
OREO expense		158,983		159,238		354,736		354,963
Directors Fees		160,800		117,800		491,000		358,400
Network services		162,516		189,329		539,626		563,831
Telephone		163,184		172,963		489,021		507,563
Other operating		1,403,933		1,368,278		4,604,174		4,483,882
Total non-interest expense		8,607,708		8,486,066		26,053,796		25,996,715

Income before income taxes		4,720,440		2,376,486		12,557,879		7,325,020
Income tax expense		1,605,586		636,239		4,095,894		2,014,950
Net income		3,114,854		1,740,247		8,461,985		5,310,070
Less: Net income (loss) attributable to the non-controlling interest		2,894		(4,299)		(5,050)		(39,568)
Net income available to common stockholders	$	3,111,960	$	1,744,546	$	8,467,035	$	5,349,638

Basic earnings per common share	$	0.30	$	0.16	$	0.80	$	0.50
Diluted earnings per common share	$	0.29	$	0.16	$	0.78	$	0.49
Dividend per common share	$	0.05	$	0.05	$	0.15	$	0.13

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

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Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)




Three Months Ended September 30,	2015		2014
Net income	$	3,114,854	$	1,740,247

Other comprehensive (loss) income:
Unrealized gain on securities available for sale, net of taxes of $399,771, and $32,473 respectively		614,085		49,852
Reclassification adjustment for realized gain on securities available for sale included in net income, net of taxes of $238 and $0, respectively		(366)		—
Other comprehensive income		613,719		49,852
Comprehensive income		3,728,573		1,790,099
Comprehensive income (loss) attributable to the non-controlling interest		2,894		(4,299)
Comprehensive income available to common stockholders	$	3,725,679	$	1,794,398

Nine Months Ended September 30,	2015		2014
Net income	$	8,461,985	$	5,310,070

Other comprehensive income:
Unrealized gain on securities available for sale, net of taxes of $304,587 and $1,753,224, respectively		546,585		2,848,841
Reclassification adjustment for realized gain on securities available for sale included in net income, gross of taxes of $25,727 and $51,243, respectively		(39,495)		(78,668)
Other comprehensive income		507,090		2,770,173
Comprehensive income		8,969,075		8,080,243
Comprehensive (loss) attributable to the non-controlling interest		(5,050)		(39,568)
Comprehensive income available to common stockholders	$	8,974,125	$	8,119,811

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

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Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statement of Changes in Stockholders’ Equity

(Unaudited)


								Accumulated
				Additional				other		Non-		Total
	Common stock			paid-in		Retained		comprehensive		controlling		Stockholders’
	Shares	Par value		capital		earnings		income (loss)		Interest		Equity

Balance December 31, 2014	10,810,930	$	108,110	$	105,235,646	$	30,067,798	$	(147,250)	$	262,333	$	135,526,637
Net income attributable to Old Line Bancshares, Inc.	—		—		—		8,467,035		—		—		8,467,035
Unrealized gain on securities available for sale, net of income tax benefit of $330,314	—		—		—		—		507,090		—		507,090
Net loss attributable to non-controlling interest	—		—		—		—		—		(5,050)		(5,050)
Stock based compensation awards	—		—		300,243		—		—		—		300,243
Stock option exercised	32,000		320		396,613		—		—		—		396,933
Restricted stock issued	9,332		93		(93)		—		—		—		—
Stock buyback	(339,237)		(3,392)		(5,317,605)								(5,320,997)
Common stock cash dividends $0.15 per share	—		—		—		(1,598,888)		—		—		(1,598,888)
Balance September 30, 2015	10,513,025	$	105,131	$	100,614,804	$	36,935,945	$	359,840	$	257,283	$	138,273,003

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

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Old Line Bancshares, Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


Nine Months Ended September 30,	2015		2014

Cash flows from operating activities
Interest received	$	38,521,383	$	35,244,100
Fees and commissions received		2,957,058		2,662,670
Interest paid		(3,394,373)		(3,003,860)
Cash paid to suppliers and employees		(22,329,593)		(23,228,950)
Loans originated for sale		(78,817,219)		(36,250,981)
Proceeds from sale of loans originated for sale		78,100,881		32,530,411
Income taxes paid		(1,160,159)		(1,005,555)
		13,877,978		6,947,835
Cash flows from investing activities
Purchase of investment securities available for sale		(5,348,488)		(27,229,351)
Proceeds from disposal of investment securities
Available for sale at maturity, call or paydowns		15,715,011		12,789,072
Available for sale sold		—		27,205,548
Loans made, net of principal collected		(113,024,726)		(39,933,335)
Proceeds from sale of other real estate owned		328,916		3,575,589
Redemption of equity securities		2,139,802		1,273,528
Purchase of premises and equipment		(1,328,381)		(675,851)
Proceeds from the sale of premises and equipment		(19,975)		(17,919)
		(101,537,841)		(23,012,719)
Cash flows from financing activities
Net increase (decrease) in
Time deposits		33,094,287		(10,934,711)
Other deposits		41,692,054		56,210,803
Short term borrowings		24,692,618		(13,971,391)
Long term borrowings		(83,618)		(75,230)
Stock proceeds from stock repurchase program		(5,320,997)		—
Stock options exercised		396,933		9,463
Cash dividends paid-common stock		(1,598,888)		(1,402,148)
		92,872,389		29,836,786

Net increase in cash and cash equivalents		5,212,526		13,771,902

Cash and cash equivalents at beginning of period		25,404,736		29,058,300
Cash and cash equivalents at end of period	$	30,617,262	$	42,830,202

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

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Consolidated Statements of Cash Flows

(Unaudited)


Nine Months Ended September 30,	2015		2014

Reconciliation of net income to net cash provided by operating activities
Net income	$	8,461,985	$	5,310,070

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization		1,719,860		1,658,292
Provision for loan losses		910,984		2,369,183
Change in deferred loan fees net of costs		3,750		(18,572)
(Gain)/loss on sales or calls of securities		(65,222)		(129,911)
Amortization of premiums and discounts		693,909		725,289
Change in loans held for sale		(716,338)		(3,720,571)
(Gain)/loss on sale of loans		(1,544,462)		(527,478)
(Gain)/loss on sales of other real estate owned		29,214		(542,728)
Gain on the sale of equity securities		—		(96,993)
Write down of other real estate owned		145,165		—
(Gain)/loss on sale of fixed assets		(19,975)		(17,919)
Amortization of intangible assets		597,843		653,734
Deferred income taxes		3,041,923		159,770
Stock based compensation awards		300,243		269,362
Increase (decrease) in
Accrued interest payable		91,668		(23,067)
Income tax payable		(106,188)		849,625
Supplemental executive retirement plan		181,026		148,504
Other liabilities		1,551,136		1,608,623
Decrease (increase) in
Accrued interest receivable		(5,320)		430,467
Bank owned life insurance		(642,128)		(637,209)
Other assets		(751,095)		(1,520,636)
	$	13,877,978	$	6,947,835

Supplemental Disclosure:
Loans transferred to other real estate owned	$	820,725	$	1,421,365

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

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OLD LINE BANCSHARE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business - Old Line Bancshares, Inc. (Old Line Bancshares) was incorporated under the laws of the State of Maryland on April 11, 2003 to serve as the holding company of Old Line Bank. The primary business of Old Line Bancshares is to own all of the capital stock of Old Line Bank. We provide a full range of banking services to customers located in Anne Arundel, Calvert, Charles, Montgomery, Prince George’s, and St. Mary’s Counties in Maryland and surrounding areas.

Basis of Presentation and Consolidation - The accompanying condensed consolidated financial statements include the activity of Old Line Bancshares and its wholly owned subsidiary, Old Line Bank, and its majority owned subsidiary Pointer Ridge Office Investments, LLC (Pointer Ridge), a real estate investment company. We have eliminated all significant intercompany transactions and balances.

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

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

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions may affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses.

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

Recent Accounting Pronouncements – In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 Company is currently evaluating the provisions of this amendment to determine the potential impact the new standard will have on the Company's consolidated financial statements as it relates to future business combinations.

In August 2014, the FASB issued ASU No. 2014-14- Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure, to address the diversity in practice regarding the classification and measurement of foreclosed loans which were part of a government-sponsored loan guarantee program (e.g. HUD, FHA, VA). The ASU outlines certain criteria and provides that, if met, the loan (residential or commercial) should be derecognized and a separate other receivable

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should be recorded upon foreclosure at the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This ASU will be effective for annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. The adoption of ASU No. 2014-14 did not have a material impact on our consolidated financial statements and the required disclosures have been included in Note 5.

In June 2014, the FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. The new guidance aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as repurchase financings with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The amendments in the ASU require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The amendments in the ASU also require expanded disclosures, effective for the current reporting period of September 30, 2015, about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings (see Note 9 to the Consolidated Financial Statements). We adopted the amendments in this ASU effective January 1, 2015. As of September 30, 2015, all of our repurchase agreements were typical in nature (i.e., not repurchase-to-maturity transactions or repurchase agreements executed as a repurchase financing) and are accounted for as secured borrowings. As such, the adoption of ASU No. 2014-11 did not have a material impact on our consolidated financial statements.

2.POINTER RIDGE OFFICE INVESTMENT, LLC

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

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


	September 30,		December 31,
Balance Sheets	2015		2014

Current assets	$	337,111	$	269,314
Non-current assets		6,287,033		6,433,380
Liabilities		5,938,056		6,003,139
Equity		686,088		699,555


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Statements of Income	2015		2014		2015		2014

Revenue	$	249,020	$	239,344	$	736,278	$	706,791
Expenses		241,303		250,808		749,745		817,989
Net income (loss)	$	7,717	$	(11,464)	$	(13,467)	$	(111,198)

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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, 2015
Available for sale
U.S. treasury	$	3,000,156	$	3,125	$	—	$	3,003,281
U.S. government agency		36,924,874		58,343		(40,985)		36,942,232
Municipal securities		38,286,660		836,459		(32,653)		39,090,466
Mortgage backed securities:
FHLMC certificates		19,461,439		147,991		(6,707)		19,602,723
FNMA certificates		18,637,790		61,744		(92,803)		18,606,731
GNMA certificates		29,757,464		71,409		(307,424)		29,521,449
SBA loan pools		4,859,772		—		(104,263)		4,755,509
	$	150,928,155	$	1,179,071	$	(584,835)	$	151,522,391

December 31, 2014
Available for sale
U.S. treasury	$	3,000,690	$	5,460	$	—	$	3,006,150
U.S. government agency		38,594,843		15,851		(954,362)		37,656,332
Municipal securities		42,662,399		980,452		(96,690)		43,546,161
Mortgage backed securities
FHLMC certificates		20,323,394		150,735		(3,182)		20,470,947
FNMA certificates		17,898,497		61,472		(93,163)		17,866,806
GNMA certificates		33,266,203		145,451		(272,309)		33,139,345
SBA loan pools		6,177,339		—		(182,882)		5,994,457
	$	161,923,365	$	1,359,421	$	(1,602,588)	$	161,680,198

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


	September 30, 2015
	Less than 12 months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	value		losses		value		losses		value		losses
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agency		2,463,027		1,585		20,455,593		39,400		22,918,620		40,985
Municipal securities		1,392,117		9,829		1,504,049		22,824		2,896,166		32,653
Mortgage backed securities		14,618,827		111,679		19,582,539		295,255		34,201,367		406,934
SBA loan pools		—		—		4,755,509		104,263		4,755,509		104,263
Total unrealized losses	$	18,473,971	$	123,093	$	46,297,690	$	461,742	$	64,771,662	$	584,835


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

As of both September 30, 2015 and December 31, 2014, we had 57 investment securities in an unrealized loss position greater than the 12 month time frame and 35 and 12 securities, respectively, in an unrealized loss position less than the 12 month time frame at September 30, 2015 and December 31, 2014. We consider all unrealized losses on securities as of September 30, 2015 to be temporary losses because we will redeem each security at face value at or prior to maturity. We have the ability and intent to hold these securities until recovery or maturity. As of September 30, 2015, we do not have the intent to sell any of the securities classified as available for sale and believe that it is more likely than not that we will not have to sell any such securities before a recovery of cost. In most cases, market interest rate fluctuations cause a temporary impairment in value. We expect the fair

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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.

We have recorded from the sale of investment securities on two municipal bonds a net gain of $604, representing gross realized gains of $4,783 and gross realized losses of $4,179, for the three month period ending September 30, 2015. Also, there were three municipal bonds that were called during the three month period ended September 30, 2015. There were no sales of investment securities for the same three month period last year. We have recorded a net gain of $65 thousand on investment securities for the nine months ending September 30, 2015. The gain represents gross realized gains of $69 thousand and gross realized losses of $4 thousand on six municipal bonds that were called, one agency security that matured, one Small Business Administration (SBA) mortgage backed securities (MBS) that paid off and two municipal bonds sold during the nine months ending September 30, 2015. We have recorded from the sale of investment securities a net gain of $130 thousand, representing gross realized gains of $239 thousand and gross realized losses $109 thousand, for the nine month period ending September 30, 2014.

We received $15.7 million and $40.1 million, respectively, in proceeds for sales, maturities or calls and principal pay-downs of investment securities for the nine month periods ending September 30, 2015 and 2014. The net proceeds of these transactions for the nine months ended September 30, 2015 were used for $5.3 million new purchases of investment securities and remaining for new loan originations.

Contractual maturities and pledged securities at September 30, 2015 are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties. We classify MBS based on maturity date. However, we receive payments on a monthly basis.


	Available for Sale
	Amortized		Fair
September 30, 2015	cost		value

Maturing
Within one year	$	3,300,167	$	3,303,806
Over one to five years		28,427,672		28,502,767
Over five to ten years		21,691,282		21,941,297
Over ten years		97,509,034		97,774,521
	$	150,928,155	$	151,522,391
Pledged securities	$	40,793,492	$	40,742,521

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4.LOANS

Major classifications of loans held for investment are as follows:


	September 30, 2015						December 31, 2014
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total

Commercial Real Estate
Owner Occupied	$	198,799,617	$	25,873,897	$	224,673,514	$	192,723,718	$	27,891,137	$	220,614,855
Investment		289,572,119		35,024,749		324,596,868		208,766,058		41,624,825		250,390,883
Hospitality		90,559,043		8,062,522		98,621,565		76,342,916		8,319,644		84,662,560
Land and A&D		46,953,976		4,702,148		51,656,124		40,260,506		4,785,753		45,046,259
Residential Real Estate
First Lien-Investment		62,479,229		18,549,169		81,028,398		49,578,862		24,185,571		73,764,433
First Lien-Owner Occupied		35,977,798		43,314,634		79,292,432		31,822,773		51,242,355		83,065,128
Residential Land and A&D		32,485,403		6,775,250		39,260,653		22,239,663		8,509,239		30,748,902
HELOC and Jr. Liens		22,648,628		2,486,649		25,135,277		20,854,737		3,046,749		23,901,486
Commercial and Industrial		105,536,024		6,996,166		112,532,190		98,310,009		9,694,782		108,004,791
Consumer		6,395,608		219,249		6,614,857		9,068,755		313,739		9,382,494
		891,407,445		152,004,433		1,043,411,878		749,967,997		179,613,794		929,581,791
Allowance for loan losses		(4,365,000)		(88,714)		(4,453,714)		(4,261,835)		(20,000)		(4,281,835)
Deferred loan costs, net		1,269,781		—		1,269,781		1,283,455		(9,923)		1,273,532
	$	888,312,226	$	151,915,719	$	1,040,227,945	$	746,989,617	$	179,583,871	$	926,573,488

(1)

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

Credit Policies and Administration

We have adopted a comprehensive lending policy, which includes stringent underwriting standards for all types of loans. We have designed our underwriting standards to promote a complete banking relationship rather than a transactional relationship. In an effort to manage risk, prior to funding, the loan committee consisting of the Executive Officers and seven members of the Board of Directors must approve by a majority vote all credit decisions in excess of a lending officer’s lending authority.

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

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 $699.5 million and $600.7 million at September 30, 2015 and December 31, 2014, respectively. This lending has involved loans secured by owner‑occupied commercial buildings for office, storage and warehouse space, as well as non‑owner occupied commercial buildings. Our underwriting criteria for commercial real estate loans include maximum loan‑to‑value ratios, debt coverage ratios, secondary sources of repayments, guarantor requirements, net worth requirements and quality of cash flows. Loans secured by commercial real estate may be large in size and may involve a greater degree of risk than one‑to‑four family residential mortgage loans. Payments on such loans are often dependent on successful operation or management of the properties. We will generally finance owner occupied commercial real estate that does not exceed loan to value of 80% and investor real estate at a maximum loan to value of 75%.

Commercial real estate lending entails significant risks. Risks inherent in managing our commercial real estate portfolio relate to sudden or gradual drops in property values as well as changes in the economic climate that may detrimentally impact the borrower’s ability to repay. We monitor the financial condition and operating performance of the borrower through a review of annual tax returns and updated financial statements. In addition, we meet with the borrower and/or perform site visits as required.

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At September 30, 2015, we had approximately $98.6 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 $224.7 million and $211.5 million at September 30, 2015 and December 31, 2014. Although most of these loans are in our primary market area, the diversity of the individual loans in the portfolio reduces our potential risk. Usually, we secure our residential real estate loans with a security interest in the borrower’s primary or secondary residence with a loan to value not exceeding 85%. Our initial underwriting includes an analysis of the borrower’s debt/income ratio which generally may not exceed 43%, collateral value, length of employment and prior credit history. A credit score of 660 is required. We do not originate any subprime residential real estate loans.

This segment of our portfolio also consists of funds advanced for construction of custom single family residences homes (where the home buyer is the borrower) and financing to builders for the construction of pre-sold homes and multi‑family housing. These loans generally have short durations, meaning maturities typically of nine 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 nine months or less. Residential houses, multi‑family dwellings and commercial buildings under construction and the underlying land for which the loan was obtained secure the construction loans. The vast majority of these loans are concentrated in our primary market area.

Construction lending also entails significant risk. These risks generally involve larger loan balances concentrated with single borrowers with funds advanced upon the security of the land or the project under construction. An appraisal of the property estimates the value of the project “as is and as if” completed. An appraisal of the property estimates the value of the project prior to completion of construction. Thus, initial funds are advanced based on the current value of the property with the remaining construction funds advanced under a budget sufficient to successfully complete the project within the “as completed” loan to value. To further mitigate the risks, we generally limit loan amounts to 80% or less of appraised values and obtain first lien positions on the property.

We generally only offer real estate construction financing only to experienced builders, commercial entities or individuals who have demonstrated the ability to obtain a permanent loan “take‑out” (conversion to a permanent mortgage upon completion of the project). We also perform a complete analysis of the borrower and the project under construction. This analysis includes a review of the cost to construct, the borrower’s ability to obtain a permanent “take‑out” the cash flow available to support the debt payments and construction costs in excess of loan proceeds, and the value of the collateral. During construction, we advance funds on these loans on a percentage of completion basis. We inspect each project as needed prior to advancing funds during the term of the construction loan. We may provide permanent financing on the same projects for which we have provided the construction financing.

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

Under our loan approval policy, all residential real estate loans approved must comply with federal regulations. Generally, we will make residential mortgage loans in amounts up to the limits established from time to time by Fannie Mae and Freddie Mac for secondary market resale purposes. This amount for single-family residential loans currently varies from $417,000 up to a maximum of $625,500 for certain high-cost designated areas. We also make residential mortgage loans up to limits established by the Federal Housing Administration, which currently is $625,500. The Washington, D.C. and Baltimore areas are both considered high-cost designated areas. We will, however, make loans in excess of these amounts if we believe that we can sell the loans in the secondary market or that the loans should be held in our portfolio. For loans sold in the secondary market, we require a credit score of at least 640 with some exceptions to 620 for veterans. Loans sold in the secondary market are sold to investors on a servicing released basis and recorded as loans held-for-sale. The premium is recorded in gain on sale of loans in non-interest income, net of commissions paid to the loan officers.

Commercial and Industrial Lending

Our commercial and industrial lending consists of lines of credit, revolving credit facilities, accounts receivable financing, term loans, equipment loans, SBA loans, standby letters of credit and unsecured loans. We originate

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commercial loans for any business purpose including the financing of leasehold improvements and equipment, the carrying of accounts receivable, general working capital, and acquisition activities. We have a diverse client base and we do not have a concentration of these types of loans in any specific industry segment. We generally secure commercial business loans with accounts receivable, equipment, deeds of trust and other collateral such as marketable securities, cash value of life insurance and time deposits at Old Line Bank.

Commercial business loans have a higher degree of risk than residential mortgage loans because the availability of funds for repayment generally depends on the success of the business. They may also involve high average balances, increased difficulty monitoring and a high risk of default. To help manage this risk, we typically limit these loans to proven businesses and we generally obtain appropriate collateral and personal guarantees from the borrower’s principal owners and monitor the financial condition of the business. For loans in excess of $250,000, monitoring generally includes a review of the borrower’s annual tax returns and updated financial statements.

Consumer Installment Lending

We offer various types of secured and unsecured consumer loans. We make consumer loans for personal, family or household purposes as a convenience to our customer base. This category includes our luxury boat loans, which we made prior to 2008 and that remain in our portfolio. Consumer loans, however, are not a focus of our lending activities. The underwriting standards for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of his or her ability to meet existing obligations and payments on the proposed loan. As a general guideline, a consumer’s total debt service should not exceed 40% of his or her gross income.

Consumer loans may present greater credit risk than residential mortgage loans because many consumer loans are unsecured or rapidly depreciating assets secure these loans. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance because of the greater likelihood of damage, loss or depreciation. Consumer loan collections depend on the borrower’s continuing financial stability. If a borrower suffers personal financial difficulties, the consumer may not repay the loan. Also, various federal and state laws, including bankruptcy and insolvency laws, may limit the amount we can recover on such loans. However, in our opinion, many of these risks do not apply to the luxury boat portion of the loan portfolio due to the credit quality and liquidity of these borrowers.

Concentrations of Credit

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

Non‑Accrual and Past Due Loans

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

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

Age Analysis of Past Due Loans


	September 30, 2015						December 31, 2014
	Legacy		Acquired		Total		Legacy		Acquired		Total
Current	$	887,801,449	$	150,133,152	$	1,037,934,601	$	746,375,748	$	173,731,329	$	920,107,077
Accruing past due loans:
30-89 days past due
Commercial Real Estate:
Owner Occupied		1,149,985		—		1,149,985		—		—		—
Investment		—		—		—		—		572,565		572,565
Residential Real Estate:
First-Investment		291,980		—		291,980		297,221		189,739		486,960
First-Owner Occupied		—		100,031		100,031		—		1,423,752		1,423,752
Land and A&D		1,041,257		502,690		1,543,947		—		168,875		168,875
HELOC and Jr. Liens		—		—		—		—		87,703		87,703
Commercial		147,326		—		147,326		45,483		1,167,538		1,213,021
Consumer		0		—		0		—		9,308		9,308
Total 30-89 days past due		2,630,548		602,721		3,233,269		342,704		3,619,480		3,962,184
90 or more days past due
Commercial Real Estate:
Owner Occupied		—		—		—		—		—		—
Residential Real Estate:
First-Investment		—		—		—		—		—		—
First-Owner Occupied		—		214,083		214,083		—		305,323		305,323
Land and A&D		—		—		—		—		—		—
Commercial		202,528		—		202,528		—		—		—
Consumer		—		—		—		—		—		—
Total 90 or more days past due		202,528		214,083		416,611		—		305,323		305,323
Total accruing past due loans		2,833,076		816,804		3,649,880		342,704		3,924,803		4,267,507
Recorded Investment Non-accruing loans:
Commercial Real Estate:
Owner Occupied		14,274		55,091		69,365		1,849,685		55,707		1,905,392
Investment		—		—		—		—		—		—
Land and A&D		—		261,700		261,700		—		—		—
Residential Real Estate:												—
First-Investment		105,148		219,443		324,591		113,264		310,735		423,999
First-Owner Occupied		—		518,243		518,243		—		795,920		795,920
Land and A&D		—		—		—		—		795,300		795,300
Commercial		653,498		—		653,498		1,165,955		—		1,165,955
Consumer		—		—		—		120,641		—		120,641
Total Recorded Investment
Non-accruing loans:		772,920		1,054,477		1,827,397		3,249,545		1,957,662		5,207,207
Total Loans	$	891,407,445	$	152,004,433	$	1,043,411,878	$	749,967,997	$	179,613,794	$	929,581,791

We consider all non-performing loans and troubled debt restructurings (TDRs) to be impaired. We do not recognize interest income on non-performing loans during the time period that the loans are non-performing. We only recognize interest income on non-performing loans when we receive payment in full for all amounts due of all contractually required principle and interest, and the loan is current with its contractual terms.

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

Impaired Loans

September 30, 2015


							Three months September 30, 2015				Nine Months Ended September 30, 2015
	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	$	256,025	$	256,025	$	—	$	256,025	$	3,288	$	259,218	$	11,941
Investment		1,277,320		1,277,320		—		1,276,955		14,109		1,296,240		51,683
Residential Real Estate:
First-Investment	$	105,148	$	105,148	$	—	$	104,220	$	—		330,106	$	—
Commercial		653,498		653,498		—		650,402		—		2,746,639		—
With an allowance recorded:
Commercial Real Estate:
Owner Occupied		332,023		332,023		206,517		332,023		4,789		366,641		17,859
Investment		14,274		14,274		14,274		14,895		—		37,783		—
Total legacy impaired		2,638,288		2,638,288		220,791		2,634,520		22,186		5,036,627		81,483

Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied		48,359		48,359		—		48,359		—		48,359		—
Residential Real Estate:
First-Owner Investment		197,449		197,449		—		196,759		—		1,186,738		—
First-Owner Occupied		978,172		978,172		—		984,724		3,823		1,959,483		9,436
Land and A&D		267,113		267,113		—		267,113		—		490,977		—
Commercial		81,081		81,081		—		81,081		1,043		83,049		3,355

With an allowance recorded:
Residential Real Estate:
First-Owner Investment		223,617		223,617		88,714		223,617		—		367,261		—
Commercial		—		—		—		—		—		—		—
Total acquired impaired		1,795,791		1,795,791		88,714		1,801,653		4,866		4,135,867		12,791
Total impaired	$	4,434,079	$	4,434,079	$	309,505	$	4,436,173	$	27,052	$	9,172,494	$	94,274

(1)

Generally accepted accounting principles require that we initially record acquired loans at fair value which includes a discount for loans with credit impairment. These loans are not performing according to their contractual terms and meet the definition of an acquired, credit-impaired loan. Although we do not accrue interest income at the contractual rate on these loans, we do recognize an accretable yield as interest income to the extent such yield is supported by cash flow analysis of the underlying loans. Acquired, credit-impaired loans where the cash flows do not perform according to initial accretable yield estimates are considered impaired.

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Impaired Loans

December 31, 2014


	Unpaid						Average		Interest
	Principal		Recorded		Related		Recorded		Income
	Balance		Investment		Allowance		Investment		Recognized
Legacy
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied	$	2,113,173	$	2,113,173	$	—	$	2,111,733	$	18,318
Investment		1,319,280		1,319,280		—		1,315,243		58,664
Residential Real Estate:
First-Investment		113,264		113,264		—		112,027		—
Commercial		979,039		979,039		—		975,224		4,767

With an allowance recorded:
Commercial		375,450		375,450		159,040		365,860		13,101
Consumer		120,641		120,641		56,500		120,641		1,038
Total legacy impaired		5,020,847		5,020,847		215,540		5,000,728		95,888

Acquired (1)
With no related allowance recorded:
Commercial Real Estate:
Owner Occupied		48,359		55,706		—		48,359		1,742
Land and A&D		1,309,568		595,300		—		1,201,246		8,357
Residential Real Estate:
First-Owner Occupied		1,058,125		1,016,765		—		1,055,774		17,782
Investment		311,089		310,735		—		311,089		14,866
Land and A&D		—		—		—		—		—
Commercial		83,857		83,857		—		83,717		4,512

With an allowance recorded:
Commercial Real Estate:
Land and A&D		223,336		200,000		20,000		223,536		10,529
Total acquired impaired		3,034,334		2,262,363		20,000		2,923,721		57,788
Total impaired	$	8,055,181	$	7,283,210	$	235,540	$	7,924,449	$	153,676

(1)

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, 2015 consisted of three loans for $530 thousand compared to four loans at December 31, 2014 for $589 thousand. We had one residential real estate loan that was modified as a TDR during the three and nine month periods ending September 30, 2015 for $228 thousand, and no loans modified as a TDR during the same three and nine month periods last year. 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, 2015.

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Acquired impaired loans

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


	Nine Months Ended September 30,
	2015		2014
Balance at beginning of period	$	(31,551)	$	40,771
Accretion of fair value discounts		(62,154)		(845,170)
Reclassification from non-accretable		66,020		771,547
Balance at end of period	$	(27,685)	$	(32,852)


	Contractually
	Required Payments
	Receivable		Carrying Amount
At September 30, 2015	$	8,967,694	$	7,183,708
At December 31, 2014		10,658,840		7,994,604
At September 30, 2014		10,696,265		7,959,640
At December 31, 2013		12,482,792		8,742,777

Credit Quality Indicators

We review the adequacy of the allowance for loan losses at least quarterly. We base the evaluation of the adequacy of the allowance for loan losses upon loan categories. We categorize loans as residential real estate loans, commercial real estate loans, commercial loans and consumer loans. We further divide commercial real estate loans by owner occupied, investment, hospitality and land acquisition and development. We also divide residential real estate by owner occupied, investment, land acquisition and development and junior liens. All categories are divided by risk rating and loss factors and weighed by risk rating to determine estimated loss amounts. We evaluate delinquent loans and loans for which management has knowledge about possible credit problems of the borrower or knowledge of problems with collateral separately and assign loss amounts based upon the evaluation.

We determine loss ratios for all loans based upon a review of the three year loss ratio for the category and qualitative factors.

We charge off loans that management has identified as losses. We consider suggestions from our external loan review firm and bank examiners when determining which loans to charge off. We automatically charge off consumer loan accounts based on regulatory requirements.

If a loan that was previously rated a pass performing loan, from our acquisitions, deteriorates subsequent to the acquisition, the subject loan will be assessed for risk and, if necessary, evaluated for impairment. If the risk assessment rating is adversely changed and the loan is determined to not be impaired, the loan will be placed in a migration category and the credit mark established for the loan will be compared to the general reserve allocation that would be applied using the current allowance for loan losses formula for General Reserves. If the credit mark exceeds the allowance for loan losses formula for General Reserves, there will be no change to the allowance for loan losses. If the credit mark is less than the current allowance for loan losses formula for General Reserves, the allowance for loan losses will be increased by the amount of the shortfall by a provision recorded in the income statement. If the loan is deemed impaired, the loan will be subject to evaluation for loss exposure and a specific reserve. If the estimate of loss exposure exceeds the credit mark, the allowance for loan losses will be increased by the amount of the excess loss exposure through a provision. If the credit mark exceeds the estimate of loss exposure there will be no change to the allowance for loan losses. If a loan from the acquired loan portfolio is carrying a specific credit mark and a current evaluation determines that there has been an increase in loss exposure, the allowance for loan losses will be increased by the amount of the current loss exposure in excess of the credit mark.

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


September 30, 2015	Account Balance
	Legacy		Acquired		Total
Risk Rating
Pass (1-5)
Commercial Real Estate:
Owner Occupied	$	197,325,974	$	23,317,589	$	220,643,564
Investment		286,844,139		33,615,297		320,459,436
Hospitality		90,559,043		8,062,522		98,621,566
Land and A&D		44,271,973		4,367,809		48,639,782
Residential Real Estate:
First-Investment		61,206,394		17,293,591		78,499,985
First-Owner Occupied		35,898,729		40,157,475		76,056,203
Land and A&D		30,867,605		5,187,521		36,055,127
HELOC and Jr. Liens		21,331,398		2,486,649		23,818,047
Commercial		—		5,841,263		5,841,263
Consumer		110,968,080		219,249		111,187,329
		879,273,335		140,548,967		1,019,822,303
Special Mention (6)
Commercial Real Estate:
Owner Occupied		349,523		1,926,217		2,275,740
Investment		1,029,530		657,527		1,687,057
Hospitality		—		—		—
Land and A&D		2,682,003		334,338		3,016,341
Residential Real Estate:
First-Investment		876,834		637,308		1,514,142
First-Owner Occupied		79,069		2,040,848		2,119,917
Land and A&D		1,617,798		675,482		2,293,279
HELOC and Jr. Liens		6,352		—		6,352
Commercial		1,288,910		198,578		1,487,488
Consumer		—		—		—
		7,930,018		6,470,298		14,400,316
Substandard (7)
Commercial Real Estate:
Owner Occupied		1,124,119		630,091		1,754,210
Investment		1,698,450		751,925		2,450,375
Hospitality		—		—		—
Land and A&D		—		—		—
Residential Real Estate:
First-Investment		396,001		618,269		1,014,270
First-Owner Occupied		—		1,116,312		1,116,312
Land and A&D		—		912,247		912,247
HELOC and Jr. Liens		—		—		—
Commercial		985,522		956,324		1,941,845
Consumer		—		—		—
		4,204,092		4,985,168		9,189,259
Doubtful (8)		—		—		—
Loss (9)		—		—		—

Total	$	891,407,445	$	152,004,433	$	1,043,411,878

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

Total	$	749,967,997	$	179,613,794	$	929,581,791

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


			Commercial		Residential
Three Months Ended 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


			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
Amount 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


			Commercial		Residential
Three Months Ended September 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	674,375	$	4,861,232	$	721,188	$	67,788	$	6,324,583
General provision for loan losses		(91,327)		17,763		678,085		(6,648)		597,873
Provision for loan losses for loans acquired with deteriorated credit quality		—		(42,739)		—		—		(42,739)
Recoveries		1,524		21		7,161		7,115		15,821
		584,572		4,836,277		1,406,434		68,255		6,895,538
Loans charged off		—		(2,680,026)		(322,682)		(20,633)		(3,023,341)
Ending Balance	$	584,572	$	2,156,251	$	1,083,752	$	47,622	$	3,872,197

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			Commercial		Residential
Nine Months Ended September 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Beginning balance	$	495,051	$	3,569,395	$	841,234	$	23,533	$	4,929,213
General provision for loan losses		85,285		1,306,924		935,162		63,681		2,391,052
Provision for loan losses for loans acquired with deteriorated credit quality		—		(40,123)		18,254		—		(21,869)
Recoveries		6,236		81		43,431		15,593		65,341
		586,572		4,836,277		1,838,081		102,807		7,363,737
Loans charged off		(2,000)		(2,680,026)		(754,329)		(55,185)		(3,491,540)
Ending Balance	$	584,572	$	2,156,251	$	1,083,752	$	47,622	$	3,872,197
Allowance allocated to:
Legacy Loans:
Individually evaluated for impairment	$	159,515	$	—	$	—	$	30,160	$	189,675
Other loans not individually evaluated		425,057		2,156,251		1,083,752		17,462		3,682,522
Acquired Loans:
Individually evaluated for impairment		—		—		—		—		—
Ending balance	$	584,572	$	2,156,251	$	1,083,752	$	47,622	$	3,872,197

Our recorded investment in loans at September 30, 2015 and 2014 related to each balance in the allowance for probable loan losses by portfolio segment and disaggregated on the basis of our impairment methodology was as follows:


			Commercial		Residential
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
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		6,915,085		73,614,957		69,459,351		219,249		150,208,642
Ending balance	$	112,532,190	$	699,548,071	$	224,716,760	$	6,614,857	$	1,043,411,878

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			Commercial		Residential
September 30, 2014	Commercial		Real Estate		Real Estate		Consumer		Total
Legacy loans:
Individually evaluated for impairment with specific reserve	$	380,195	$	—	$	—	$	120,641	$	500,836
Individually evaluated for impairment without specific reserve		990,649		3,441,281		115,067		—		4,273,700
Other loans not individually evaluated		97,044,603		470,864,037		117,630,295		9,519,563		695,058,498
Acquired loans:
Individually evaluated for impairment with specific reserve subsequent to acquisition (ASC 310-20 at acquisition)		—		—		—		—		—
Individually evaluated for impairment without specific reserve (ASC 310-20 at acquisition)		84,145		55,912		1,743,771		—		1,883,828
Collectively evaluated for impairment without reserve (ASC 310-20 at acquisition)		8,965,882		84,155,740		91,517,013		383,187		185,021,822
Ending balance	$	107,465,474	$	558,516,970	$	211,006,146	$	10,023,391	$	886,738,684

5.OTHER REAL ESTATE OWNED

At September 30, 2015 and December 31, 2014, the fair value of other real estate owned was $1.9 million and $2.5 million, respectively. As a result of the acquisitions of Maryland Bankcorp and WSB Holdings, we have segmented the other real estate owned into two components, real estate obtained as a result of loans originated by Old Line Bank (legacy) and other real estate acquired from MB&T and WSB or obtained as a result of loans originated by MB&T and WSB (acquired).

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


Nine Months Ended September 30, 2015	Legacy		Acquired		Total
Beginning balance	$	475,291	$	1,976,629	$	2,451,920
Real estate acquired through foreclosure of loans		—		820,725		820,725
Additional write down of real estate owned		(50,290)		(94,875)		(145,165)
Sales/deposit on sales		—		(1,149,640)		(1,149,640)
Net realized gain (loss) on sale of real estate owned		—		(29,214)		(29,214)
Ending balance	$	425,000	$	1,523,625	$	1,948,625

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, 2015, residential foreclosures classified as other real estate owned totaled $961 thousand. Loans secured by residential real estate in process of foreclosure totaled $518 thousand at September 30, 2015 compared to $2.5 million at December 31, 2014.

6.EARNINGS PER COMMON SHARE

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

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2015	2014	2015	2014
Weighted average number of shares	10,544,357	10,785,881	10,655,375	10,783,818
Dilutive average number of shares	10,685,306	10,921,555	10,792,821	10,937,720

7.STOCK BASED COMPENSATION

For the three months ended September 30, 2015 and 2014, we recorded stock-based compensation expense of $118,176 and $71,280, respectively. For the nine months ended September 30, 2015 and 2014, we recorded stock-based compensation expense of $300,243 and $269,362, respectively. At September 30, 2015, there was $721,921 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, 2015, there were 393,869 shares remaining available for future issuance under the equity incentive plans. The officers exercised 32,000 options during the nine month period ended September 30, 2015 compared to no options exercised for the nine months ended September 30, 2014.

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

During the nine months ended September 30, 2015 and 2014, we granted 30,726 and 8,257 restricted common stock awards, respectively. The weighted average grant date fair value of these restricted stock awards is $15.31 at September 30, 2015. There were no restricted shares forfeited during the nine month periods ending September 30, 2015 and 2014.

8.FAIR VALUE MEASUREMENT

The fair value of an asset or liability is the price that participants would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

The fair value hierarchy established by accounting standards defines three input levels for fair value measurement. The applicable standard describes three levels of inputs that may be used to measure fair value: Level 1 is based on quoted market prices in active markets for identical assets. Level 2 is based on significant observable inputs other than Level 1 prices. Level 3 is based on significant unobservable inputs that reflect a company’s own assumptions about the assumption that market participants would use in pricing an asset or liability. We evaluate fair value measurement inputs on an ongoing basis in order to determine if there is a change of sufficient significance to warrant a transfer between levels. For the nine months ended September 30, 2015 and year ended December 31, 2014, there were no transfers between levels.

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At September 30, 2015, we hold, as part of our investment portfolio, available for sale securities reported at fair value consisting of municipal securities, U.S. government sponsored entities, mortgage-backed securities. The fair value of the majority of these securities is determined using widely accepted valuation techniques including matrix pricing and broker-quote based applications. Inputs include benchmark yields, reported trades, issuer spreads, prepayments speeds and other relevant items. These are inputs used by a third-party pricing service used by us.

To validate the appropriateness of the valuations provided by the third party, we regularly update the understanding of the inputs used and compare valuations to an additional third party source. We classify all our investment securities available for sale in Level 2 of the fair value hierarchy, with the exception of treasury securities which fall into Level 1.

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	At September 30, 2015 (In thousands)
			Quoted Prices in		Other		Significant		Total Changes
			Active Markets for		Observable		Unobservable		in Fair Values
			Identical Assets		Inputs		Inputs		Included in
	Carrying Value		(Level 1)		(Level 2)		(Level 3)		Period Earnings
Available-for-sale:
U.S. Treasury securities	$	3,003	$	3,003	$	—	$	—	$	—
U.S. government agency		36,942		—		36,942		—		—
Municipal securities		39,090		—		39,090		—		—
FHLMC MBS		19,603		—		19,603		—		—
FNMA MBS		18,607		—		18,607		—		—
GNMA MBS		29,521		—		29,521		—		—
SBA loan pools		4,756		—		4,756		—		—
Total recurring assets at fair value	$	151,522	$	3,003	$	148,519	$	—	$	—


	At December 31, 2014 (In thousands)
			Quoted Prices in		Other		Significant		Total Changes
			Active Markets for		Observable		Unobservable		in Fair Values
			Identical Assets		Inputs		Inputs		Included in
	Carrying Value		(Level 1)		(Level 2)		(Level 3)		Period Earnings
Available-for-sale:
U.S. Treasury securities	$	3,006	$	3,006	$	—	$	—	$	—
U.S. government agency		37,656		—		37,656		—		—
Municipal securities		43,546		—		43,546		—		—
FHLMC MBS		20,471		—		20,471		—		—
FNMA MBS		17,867		—		17,867		—		—
GNMA MBS		33,139		—		33,139		—		—
SBA loan pools		5,995		—		5,995		—		—
Total recurring assets at fair value		161,680		3,006		158,674		—		—

Our valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes our methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value. Furthermore, we have not comprehensively revalued the fair value amounts since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the above presented amounts.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

We may be required from time to time, to measure certain assets at fair value on a non-recurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis at September 30, 2015 and December 31, 2014 are included in the tables below.

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We also measure certain non-financial assets such as other real estate owned, TDRs, and repossessed or foreclosed property at fair value on a non-recurring basis. Generally, we estimate the fair value of these items using Level 2 inputs based on observable market data or Level 3 inputs based on discounting criteria.


	At September 30, 2015 (In thousands)
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Carrying Value		(Level 1)		(Level 2)		(Level 3)
Impaired Loans
Legacy:	$	2,417	$	—	$	—	$	2,417
Acquired:		1,707		—		—		1,707
Total Impaired Loans		4,124		—		—		4,124

Other real estate owned:
Legacy:		425		—		—		425
Acquired:		1,524		—		—		1,524
Total other real estate owned:		1,949		—		—		1,949

Total	$	6,073	$	—	$	—	$	6,073


	At December 31, 2014 (In thousands)
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Carrying Value		(Level 1)		(Level 2)		(Level 3)
Impaired Loans
Legacy:	$	4,805	$	—	$	—	$	4,805
Acquired:		2,242		—		—		2,242
Total Impaired Loans		7,047		—		—		7,047

Other real estate owned:
Legacy:		475		—		—	$	475
Acquired:		1,977		—		—		1,977
Total other real estate owned:		2,452		—		—		2,452

Total	$	9,499	$	—	$	—	$	9,499

As of September 30, 2015 and December 31, 2014, we estimated the fair value of impaired assets using Level 3 inputs to be $6.1 million and $9.5 million, respectively. We determined these Level 3 inputs based on appraisal evaluations, offers to purchase and/or appraisals that we obtained from an outside third party during the preceding twelve months less costs to sell. Discounts have predominantly been in the range of 0% to 50%. As a result of the acquisition of Maryland Bankcorp and WSB Holdings, we have segmented the other real estate owned into two components, real estate obtained as a result of loans originated by Old Line Bank (legacy) and other real estate acquired from MB&T and WSB or obtained as a result of loans originated by MB&T and WSB (acquired).

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

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

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

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

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

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

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

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

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

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

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

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

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

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	September 30, 2015 (In thousands)
					Quoted Prices		Significant		Significant
			Total		in Active		Other		Other
	Carrying		Estimated		Markets for		Observable		Unobservable
	Amount		Fair		Identical Assets		Inputs		Inputs
	(000’s)		Value		(Level 1)		(Level 2)		(Level 3)

Assets:
Cash and cash equivalents	$	30,617	$	30,617	$	30,617	$	—	$	—
Loans receivable, net		1,040,228		1,046,511		—		—		1,046,511
Loans held for sale		5,264		5,445		—		5,445		—
Investment securities available for sale		151,522		151,522		3,003		148,519		—
Equity Securities at cost		3,672		3,672		—		3,672		—
Bank Owned Life Insurance		32,072		32,072		—		32,072		—
Accrued interest receivable		3,224		3,224		—		660		2,564

Liabilities:
Deposits:
Non-interest-bearing		279,339		279,339		—		279,339		—
Interest bearing		811,186		814,237		—		814,237		—
Short term borrowings		85,696		85,696		—		85,696		—
Long term borrowings		5,904		5,904		—		5,904		—
Accrued Interest payable		358		358		—		358		—


	December 31, 2014 (In thousands)
					Quoted Prices		Significant		Significant
			Total		in Active		Other		Other
	Carrying		Estimated		Markets for		Observable		Unobservable
	Amount		Fair		Identical Assets		Inputs		Inputs
	(000’s)		Value		(Level 1)		(Level 2)		(Level 3)

Assets:
Cash and cash equivalents	$	25,405	$	25,405	$	25,405	$	—	$	—
Loans receivable, net		926,573		935,397		—		—		935,397
Loans held for sale		4,548		4,754		—		4,754		—
Investment securities available for sale		161,680		161,680		3,006		158,674		—
Equity Securities at cost		5,812		5,812		—		5,812		—
Bank Owned Life Insurance		31,430		31,430		—		31,431		—
Accrued interest receivable		3,218		3,218		—		883		2,335

Liabilities:
Deposits:
Non-interest-bearing		260,914		260,914		—		260,914		—
Interest bearing		754,826		760,503		—		760,503		—
Short term borrowings		61,003		61,003		—		61,003		—
Long term borrowings		5,987		5,987		—		5,987		—
Accrued Interest payable		266		266		—		266		—

9.SHORT TERM BORROWINGS

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

Securities Sold Under Agreements to Repurchase

To support the $33.2 million in repurchase agreements at September 30, 2015, we have provided collateral in the form of investment securities. At September 30, 2015, we have pledged $40.8 million in U.S. government agency securities and mortgage-backed securities to customers who require collateral for overnights repurchase

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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 $33.2 million mature daily and will remain fully collateralized until the account has been closed or terminated.

10.REGAL ACQUISITION

On August 5, 2015, Old Line Bancshares entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Regal Bancorp, Inc., a Maryland corporation (“Regal”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Regal will merge with and into Old Line Bancshares,, with Old Line Bancshares continuing as the surviving entity (the “Merger”). Immediately following the consummation of the Merger, Regal Bank & Trust, a trust company with commercial banking powers chartered under the laws of the State of Maryland and wholly-owned subsidiary of Regal (“Regal Bank”), will merge with and into Old Line Bank, with Old Line Bank continuing as the surviving entity. The Merger Agreement was approved by the Board of Directors of each of Old Line and Regal. Regal stockholders may seek appraisal rights as objecting stockholders under Maryland law.

Subject to the terms and conditions of the Merger Agreement, upon completion of the Merger, holders of Regal common stock will have the right to receive either 0.7718 shares (the “Exchange Ratio”) of Old Line Bancshares common stock or $12.68 in cash for each share of Regal common stock they own, for aggregate consideration of approximately $5.6 million, and holders of Regal preferred stock will have the right to receive $2.00 in cash for each share of Regal preferred stock they own, or an aggregate of approximately $1.0 million. At least 50% of the shares of Regal common stock will be exchanged for shares of Old Line common stock with the remainder being exchanged for cash in the Merger, depending on the elections of Regal stockholders in this regard and any adjustment necessary to ensure that the Merger is considered a tax-free reorganization for Federal tax purposes. The Exchange Ratio is subject to customary anti-dilution adjustments in the event of stock splits, stock dividends and similar transactions involving Old Line common stock.

The acquisition will increase Old Line Bancshares’ total assets by more than $133 million for total assets immediately after closing of approximately $1.5 billion. Old Line has received regulatory approvals and is awaiting Regal stockholder approval for the merger to proceed and plans to complete the merger on December 4, 2015.

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

Introduction

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

Overview

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

Our primary business is to own all of the capital stock of Old Line Bank. We also have an approximately $429 thousand investment in a real estate investment limited liability company named Pointer Ridge Office Investment, LLC (Pointer Ridge). We own 62.5% of Pointer Ridge. Frank Lucente, one of our directors and a director of Old Line Bank,

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controls 12.5% of Pointer Ridge and controls the manager of Pointer Ridge. The purpose of Pointer Ridge is to acquire, own, hold for profit, sell, assign, transfer, operate, lease, develop, mortgage, refinance, pledge and otherwise deal with real property located at the intersection of Pointer Ridge Road and Route 301 in Bowie, Maryland. Pointer Ridge owns a commercial office building containing approximately 40,000 square feet and leases this space to tenants. We lease approximately 98% of this building for our main office and operate a branch of Old Line Bank from this address.

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

Summary of Recent Performance and Other Activities

Net loans held–for-investment increased $113.7 million and deposits increased $74.8 million during the nine months ending September 30, 2015. Our net income available to common stockholders increased $1.4 million, or 78.38%, to $3.1 million for the three months ended September 30, 2015, compared to net income of $1.7 million for the three months ended September 30, 2014. Earnings were $0.30 per basic and $0.29 per diluted common share for the three months ended September 30, 2015, compared to $0.16 per basic and diluted common share for the same period in 2014. The increase in net income is primarily the result of a $1.6 million increase in net interest income, a $292 thousand decrease in the provision for loan losses and a $582 thousand increase in non-interest income, partially offset by a $122 thousand increase in non-interest expenses. Net income was $8.4 million for the nine months ended September 30, 2015, compared with $5.3 million for the same nine month period last year, an increase of $3.1 million, or 58.27%. Earnings were $0.80 per basic and $0.78 per diluted common share for the nine months ended September 30, 2015 compared to $0.50 per basic share and $0.49 per diluted common share for the same period last year. The increase in net income is primarily the result of increases of $3.2 million in net interest income and $615 thousand in non-interest income and a decrease of $1.5 million in the provision for loan losses. The current year decrease in the provision for loan losses is primarily attributable to the impact on 2014 of one large commercial credit that was sold at foreclosure.

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

Net loans held-for-investment increased $31.7 million, or 3.15%, and $113.7 million, or 12.27%, for the three and nine months ended September 30, 2015, to $1.0 billion at September 30, 2015 compared to $926.6 million at December 31, 2014, as a result of organic growth within our surrounding market area.

Total assets increased $103.9 million, or 8.46%, since December 31, 2014.

Non-performing assets decreased to 0.36% of total assets at September 30, 2015 compared to 0.65% at December 31, 2014.

The net interest margin during the three months ended September 30, 2015 was 4.07% compared to 3.97% for the same period in 2014. Total yield on interest earning assets increased to 4.49% for the three months ending September 30, 2015, compared to 4.33% for the same three month period last year. Interest expense as a percentage of total interest-bearing liabilities was 0.55% for the three months ended September 30, 2015 compared to 0.47% for the same three month period of 2014.

The net interest margin for the nine months ended September 30, 2015 was 4.12% compared to 4.18% for the same nine month period in 2014. Total yield on interest earning assets decreased to 4.52% for the nine months ending September 30, 2015, compared to 4.58% for the same nine month period last year. Interest expense as a percentage of total interest-bearing liabilities increased to 0.53% for the nine months ended September 30, 2015 compared to 0.49% for the same nine month period of 2014.

The third quarter Return on Average Assets (ROAA) and Return on Average Equity (ROAE) were 0.93% and 8.87%, respectively, compared to ROAA and ROAE of 0.57% and 5.22%, respectively, for the third quarter of 2014.

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The ROAA and ROAE were 0.88% and 8.21%, respectively, for the nine months ended September 30, 2015 compared to ROAA and ROAE of 0.60% and 5.53%, respectively, for the nine months ending September 30, 2014.

Total deposits grew by $74.8 million, or 7.37%, since December 31, 2014.

We ended the third quarter of 2015 with a book value of $13.13 per common share and a tangible book value of $12.02 per common share compared to $12.51 and $11.38, respectively, at December 31, 2014.

We maintained liquidity and by all regulatory measures remained “well capitalized.”

On February 25, 2015, Old Line Bancshares, Inc.’s board of directors approved the repurchase of up to 500,000 shares of our outstanding common stock. As of September 30, 2015, 339,237 shares have been repurchased at an average price of $15.73 per share.

On August 5, 2015, Old Line Bancshares entered into the Merger Agreement with Regal, which provides for the merger of Regal with and into Old Line Bancshares, with Old Line Bancshares continuing as the surviving entity (the “Merger”). Immediately following the consummation of the Merger, Regal Bank, will merge with and into Old Line Bank, with Old Line Bank continuing as the surviving bank. We will pay to Regal’s common stockholders cash and shares of our common stock in an aggregate amount of approximately $5.6 million and Regal’s preferred stockholders approximately $1.0 million in the Merger, which we expect to close on or about December 4, 2015, subject to receipt of Regal’s stockholders approval; Regal’s stockholders are scheduled to vote on approval of the Merger Agreement and the Merger on November 20, 2015. The Merger will increase our total assets to approximately $1.5 billion immediately after closing.

The following summarizes the highlights of our financial performance for the three and nine month periods ended September 30, 2015 compared to same periods in 2014 (figures in the table may not match those discussed in the balance of this section due to rounding).


	Three months ended September 30,
	(Dollars in thousands)
	2015			2014			$ Change		% Change

Net income available to common stockholders	$	3,112		$	1,745		$	1,367	78.34	%
Interest income		13,007			11,118			1,889	16.99
Interest expense		1,259			963			296	30.74
Net interest income before provision for loan losses		11,748			10,155			1,593	15.69
Provision for loan losses		264			555			(291)	(52.43)
Non-interest income		1,843			1,262			581	46.04
Non-interest expense		8,608			8,486			122	1.44
Average total loans		1,036,066			897,381			138,685	15.45
Average interest earning assets		1,188,185			1,054,114			134,071	12.72
Average total interest bearing deposits		813,732			776,033			37,699	4.86
Average non-interest bearing deposits		278,650			247,346			31,304	12.66
Net interest margin		4.07	%		3.97	%			2.52
Return on average equity		8.91	%		5.22	%			70.69
Basic earnings per common share	$	0.30		$	0.16		$	0.14	87.50
Diluted earnings per common share		0.29			0.16			0.13	81.25

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	Nine months ended September 30,
	(Dollars in thousands)
	2015			2014			$ Change		% Change

Net income available to common stockholders	$	8,467		$	5,350		$	3,117	58.26	%
Interest income		37,829			34,107			3,722	10.91
Interest expense		3,486			2,981			505	16.94
Net interest income before provision for loan losses		34,343			31,126			3,217	10.34
Provision for loan losses		911			2,369			(1,458)	(61.54)
Non-interest income		5,180			4,565			615	13.47
Non-interest expense		26,054			25,997			57	0.22
Average total loans		998,243			871,168			127,075	14.59
Average interest earning assets		1,156,070			1,037,177			118,893	11.46
Average total interest bearing deposits		784,116			765,541			18,575	2.43
Average non-interest bearing deposits		270,392			236,909			33,483	14.13
Net interest margin (1)		4.12	%		4.18	%			(1.44)
Return on average equity		8.21	%		5.53	%			48.46
Basic earnings per common share	$	0.80		$	0.50		$	0.30	60.00
Diluted earnings per common share		0.78			0.49			0.29	59.18

Strategic Plan

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

We use the Internet and technology to augment our growth plans. Currently, we offer our customers image technology, Internet and mobile banking with online account access and bill payer service. We provide selected commercial customers the ability to remotely capture their deposits and electronically transmit them to us. We will continue to evaluate cost effective ways that technology can enhance our management capabilities, products and services.

We may 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 the pending Regal merger as discussed above, which we believe this a good opportunity to expand our footprint and develop new loan and deposit relationships. We believe the Regal acquisition is a great opportunity to generate increased earnings and to increase returns for the stockholders of both entities, and to enter new markets in Baltimore and Carroll Counties.

Although the current economic climate continues to present challenges for our industry, we have worked diligently towards our goal of becoming the premier community bank in the Washington, D.C. market, including through the branches we acquired in the WSB acquisition and the attendant increased penetration into the Charles, Prince George’s and Anne Arundel County markets and the branches we intend to acquire in the Regal acquisition as discussed above. While we are uncertain about the pace of economic growth or the impact of the current political environment, and we believe that the weak job market and growing national debt will continue to dampen the economic climate, we remain cautiously optimistic that we have identified any problem assets, that our remaining borrowers will stay current on their loans and that we can continue to grow our balance sheet and earnings. We believe that we are well positioned to capitalize on the opportunities that may become available in the current economy as well as a healthier economy.

If the Federal Reserve maintains the federal funds rate at current levels and the economy remains stable, we believe that we can continue to grow total loans and deposits during the remainder of 2015 and continuing into 2016. As

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a result of this growth, we expect that net interest income will continue to increase during the remainder of 2015 and continuing into 2016, although there can be no guarantee that this will be the case.

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

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assessments by management, and which could potentially result in materially different results under different assumptions and conditions. As discussed in Old Line Bancshares’ Form 10-K for the fiscal year ended December 31, 2014, we consider our critical accounting policies to be the allowance for loan losses, other-than-temporary impairment of investment securities, goodwill and other intangible assets, income taxes, business combinations and accounting for acquired loans. There have been no material changes in our critical accounting policies during the nine months ended September 30, 2015.

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

Net Interest Income. Net interest income is the difference between income on interest earning assets and the cost of funds supporting those assets. Earning assets are comprised primarily of loans, investments, interest bearing deposits and federal funds sold. Cost of funds consists of interest paid on interest bearing deposits and other borrowings. Non-interest bearing deposits and capital are also funding sources. Changes in the volume and mix of earning assets and funding sources along with changes in associated interest rates determine changes in net interest income.

Net interest income before provision for loan losses for the three months ended September 30, 2015 increased $1.6 million, or 15.69%, to $11.7 million from $10.2 million for the same period in 2014. As outlined in detail in the Rate/Volume Variance Analysis, this increase was the result of an increase in total interest income resulting primarily from an increase in the volume of our average loans, partially offset by an increase in interest expense resulting primarily from an increase in the average balance of and the rate on our average interest-bearing liabilities. The net effect of fair value accretion/amortization on acquired loans affects the net interest income, primarily due to payoffs on such acquired loans. Payoffs during the three months ended September 30, 2015 contributed an 18 basis point increase in interest income, as compared to negative nine basis points for the three month ending September 30, 2014. The fair value accretion recorded on acquired deposits affects interest expense. The benefit from accretion on such deposits decreased by four basis points as compared to the same three month period of 2014. Average interest earning assets increased $134.1 million, as a result of strong loan growth, partially offset by a decrease in our investment securities. Average interest-bearing liabilities increased $86.1 million for the three months ended September 30, 2015 compared to three months ended September 30, 2014. We continue to adjust the mix and volume of interest earning assets and liabilities on the balance sheet to maintain a relatively strong net interest margin.

Total interest income increased $1.9 million, or 16.99%, to $13.0 million during the three months ended September 30, 2015 compared to $11.1 million during the three months ended September 30, 2014, as a result of an increase in interest and fees on loans, partially offset by a decrease in the interest earned on investment securities. The increase in interest and fees on loans is the result of a $138.7 million increase in our average loans for the three months ended September 30, 2015 compared to the same period in 2014 and, to a lesser extent, an increase in the average yield on net loans due to an increase in the yield on mortgage loans partially offset by decreases in the yield on other loans. The average yield on net loans increased to 4.77% for the three months ended September 30, 2015 from 4.57% during the three months ended September 30, 2014 due to the higher level of accretion on acquired loans which was partially offset by lower yields on newly originated loans. We increased interest income and net interest income by growing our total average interest earning assets by $134.1 million or 12.72% to $1.2 billion for the three months ended September 30, 2015 from $1.1 billion for the three months ended September 30, 2014. The increase in total interest earning assets is due to organic loan growth. Accretion on acquired loans also contributed to interest income and net interest income. The decrease in interest earned on investment securities is a result of decreases in both the average balance of investment securities and the yield on these assets. The average balance of investment securities decreased by $4.3 million, or 2.7% to $154.9 million during the three months ended September 30, 2015 from $159.3 million during the same period last year, and the average yield decreased to 2.56% during the three months ended September 30, 2015 from 2.94% during the same period in 2014. The decrease in the average amount and yield of our investment securities is due to the calls and sales on five municipal securities and one MBS that paid off during the quarter ended September 30, 2015, allowing cash flow from these calls, maturities and scheduled payments to be reinvested in investment securities and loans.

Total interest expense increased $296 thousand, or 30.74%, to $1.3 million during the three months ended September 30, 2015 from $963 thousand for the same period in 2014, as a result of the increases in the average balance of

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and to a lesser extent the average rate paid on of interest bearing liabilities. The average rate paid on interest bearing deposits increased to 0.55% during the three months ended September 30, 2015 from 0.44% the same three month period last year, primarily due to the increase in the rates offered on other time deposits. The average interest rate paid on all interest bearing liabilities increased to 0.55% during the three months ended September 30, 2015 compared to 0.47% during the three months ended September 30, 2014. Average interest bearing liabilities increased $86.1 million, or 10.57%, to $901.2 million for the three months ended September 30, 2015 from $815.1 million for the three months ended September 30, 2014, primarily as a result of increases of $48.4 million, or 124.05% in our average borrowings and $37.7 million, or 4.86%, in our average interest bearing deposits for the three months ending September 30, 2015 compared to the same three months last year.

The increase in our average borrowings is due to additional liquidity needed to fund new loan originations. Also, during the quarter ended September 30, 2015, we had a temporary withdrawal on a business deposit account for $50 million. The account holder has re-deposited the full amount of the withdrawal; however, the temporary withdrawal as well as an increase of $31.6 million in new loan originations increased our average borrowings. These borrowings were in the form of short term advances from the Federal Home Loan Bank (FHLB).

Non-interest bearing deposits allow us to fund growth in interest earning assets at minimal cost. As a result of the growth generated primarily from our branch network and also from the efforts of our commercial loan officers in working with loan clients to move their commercial deposits to Old Line Bank, average non-interest bearing deposits increased $31.3 million to $278.7 million for the three months ended September 30, 2015, compared to $247.3 million for the three months ended September 30, 2014.

Our net interest margin was 4.07% for the three months ended September 30, 2015 compared to 3.97% for the three months ended September 30, 2014. The yield on average interest earning assets increased 16 basis points for the period from 4.33% for the quarter ended September 30, 2014 to 4.49% for the quarter ended September 30, 2015. The increase is due to an increase on the interest earned on loans, partially offset by a decrease in the yield on our investment securities. The increase is primarily due to accretion on acquired loans partially offset by lower yields on newly originated loans. We have been able to maintain our core net interest margin over the past year even though the prolonged low interest rate environment has resulted in downward pressure on asset yields. Our growth in loans continues to result in favorable volume component change and overall change.

During the three months ended September 30, 2015 and 2014, 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 increased by $734 thousand for the period ended September 30, 2015, as compared to the same period last year. The payments received were a direct result of our efforts to negotiate payments, sell notes or foreclose on and sell collateral after the acquisition date.

The accretion positively impacted the yield on loans and increased the net interest margin during these periods as follows:


	Three months ended September 30,
	2015				2014
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	18,940	0.01	%	$	(16,219)	(0.01)	%
Mortgage loans		514,073	0.17			(278,619)	(0.10)
Consumer loans		3,771	—			4,209	—
Interest bearing deposits		38,091	0.01			131,837	0.05
Total accretion (amortization)	$	574,875	0.19	%	$	(158,792)	(0.06)	%

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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, 2015 and 2014, showing the average distribution of assets, liabilities, stockholders’ equity and related income, expense and corresponding weighted average yields and rates. Non-accrual loans are included in total loan balances lowering the effective yield for the portfolio in the aggregate. The average balances used in this table and other statistical data were calculated using average daily balances.


	Average Balances, Interest and Yields
	2015						2014
	Average						Average
Three months ended September 30,	balance		Interest		Yield		balance		Interest		Yield
Assets:
Federal funds sold (1)	$	1,311,776	$	175	0.05	%	$	3,865,882	$	1,611	0.17	%
Interest bearing deposits (1)		442,661		4	—			30,391		6	0.08
Investment securities (1)(2)
U.S. Treasury		3,000,268		2,811	0.37			3,000,977		2,820	0.37
U.S. government agency		36,891,125		135,269	1.45			37,959,257		145,791	1.52
Mortgage backed securities		70,915,487		312,067	1.75			70,378,141		347,831	1.96
Municipal securities		39,726,531		478,305	4.78			43,616,473		611,325	5.56
Other equity securities		4,398,188		70,034	6.32			4,304,196		70,709	6.52
Total investment securities		154,931,599		998,486	2.56			159,259,044		1,178,476	2.94
Loans(1)
Commercial		140,498,806		1,419,872	4.01			129,572,839		1,331,121	4.08
Mortgage real estate		887,752,347		10,929,306	4.88			757,040,877		8,849,065	4.64
Consumer		7,815,339		95,598	4.85			10,767,656		147,822	5.45
Total loans		1,036,066,492		12,444,776	4.77			897,381,372		10,328,008	4.57
Allowance for loan losses		4,567,326		—				6,422,492		—
Total loans, net of allowance		1,031,499,166		12,444,776	4.79			890,958,880		10,328,008	4.60
Total interest earning assets(1)		1,188,185,202		13,443,441	4.49			1,054,114,197		11,508,101	4.33
Non-interest bearing cash		39,141,171						42,071,667
Premises and equipment		33,848,252						34,523,649
Other assets		65,889,653						74,676,238
Total assets(1)		1,327,064,278						1,205,385,751
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		92,585,576		28,397	0.12			90,004,090		36,013	0.16
Money market and NOW		343,918,117		204,528	0.24			329,881,113		194,140	0.23
Other time deposits		377,227,938		885,166	0.93			356,147,628		620,811	0.69
Total interest bearing deposits		813,731,631		1,118,091	0.55			776,032,831		850,964	0.44
Borrowed funds		87,448,890		141,009	0.64			39,031,131		111,693	1.14
Total interest bearing liabilities		901,180,521		1,259,100	0.55			815,063,962		962,657	0.47
Non-interest bearing deposits		278,650,167						247,346,466
		1,179,830,688						1,062,410,428
Other liabilities		8,422,924						10,072,582
Non-controlling interest		256,636						262,435
Stockholders’ equity		138,554,030						132,640,306
Total liabilities and stockholders’ equity	$	1,327,064,278					$	1,205,385,751
Net interest spread(1)					3.93						3.86
Net interest margin(1)			$	12,184,341	4.07	%			$	10,545,444	3.97	%

(1)

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

(2)

Available for sale investment securities are presented at amortized cost.

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The following table describes the impact on our interest revenue and expense resulting from changes in average balances and average rates for the three months ended September 30, 2015 and 2014. We have allocated the change in interest income, interest expense and net interest income due to both volume and rate proportionately to the rate and volume variances.

Rate/Volume Variance Analysis


	Three months ended September 30,
	2015 compared to 2014
	Variance due to:
	Total		Rate		Volume

Interest earning assets:
Federal funds sold(1)	$	(1,438)	$	(731)	$	(707)
Interest bearing deposits		(2)		(11)		9
Investment Securities(1)
U.S. treasury		161		162		(1)
U.S. government agency		(10,522)		(710)		(9,812)
Mortgage backed securities		(35,764)		(38,401)		2,637
Municipal securities		(133,220)		(65,115)		(68,105)
Other		(675)		(258)		(417)
Loans:(1)
Commercial		88,751		(15,864)		104,615
Mortgage		2,080,241		561,775		1,518,466
Consumer		(52,224)		(14,854)		(37,370)
Total interest revenue (1)		1,935,308		425,993		1,509,315

Interest bearing liabilities
Savings		(7,616)		(8,623)		1,007
Money market and NOW		10,388		2,057		8,331
Other time deposits		264,355		225,752		38,603
Borrowed funds		29,316		(64,500)		93,816
Total interest expense		296,443		154,686		141,757

Net interest income(1)	$	1,638,865	$	271,307	$	1,367,558

(1)

Provision for Loan Losses. The provision for loan losses for the three months ended September 30, 2015 was $264 thousand, a decrease of $291 thousand, or 52.52% compared to $555 thousand for the three months ended September 30, 2014. The decrease for the three month period is the result of continued improvements in our asset quality.

Management identified probable losses in the loan portfolio and recorded charge-offs of $295 thousand for the three months ended September 30, 2015, or 52.52%, compared to $3.0 million for the three months ended September 30, 2014. Recoveries of $49 thousand were recognized for the three months ending September 30, 2015 compared to $16 thousand for the same three month period in 2014.

The allowance for loan losses to gross loans held-for-investment was 0.43% and 0.46%, and the non-accrual loans to the allowance for loan losses was 41.03% and 121.61%, at September 30, 2015 and December 31, 2014, respectively. The decrease in the allowance for loan losses as a percentage of gross loans held-for-investment was the result of the decrease in our classified substandard and special mention loans. The decrease in the allowance for loan losses to non-accrual loans is primarily the result of a reduction in our non-accrual loans.

Non-interest Income. Non-interest income totaled $1.8 million for the three months ended September 30, 2015, an increase of $581 thousand, or 46.04%, from the corresponding period of 2014 amount of $1.3 million.

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


	Three months ended
	September 30,
	2015		2014		$ Change		% Change
Service charges on deposit accounts	$	442,225	$	483,865	$	(41,640)	(8.61)
Gain on sale of investment securities		604		—		604	—
Earnings on bank owned life insurance		250,950		248,259		2,691	1.08
Rental income		202,091		198,844		3,247	1.63
Income on marketable loans		457,613		129,498		328,115	253.37
Other fees and commissions		490,015		201,869		288,146	142.74
Total non-interest revenue	$	1,843,498	$	1,262,335	$	581,163	46.04

Non-interest income increased primarily as a result of increases in income on marketable loans and other fees and commissions, offsetting a decrease in service charges on deposit accounts.

The residential mortgage division increased the income on marketable loans due to the gains recorded on the sale of $23.4 million in residential mortgage loans sold in the secondary market compared to $16.2 million for the same three month period last year. Also included in income on marketable loans is income recognized on loans that have rate lock agreements for loans sold in the secondary market. Other fees and commissions increased primarily due to 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 date during the third quarter of 2015, for which there was no comparable income during the same period last year. Service charges on deposit accounts decreased as a result of lower overdraft and ATM fees compared to the same three month period last year.

Non-interest Expense. Non-interest expense increased $122 thousand, or 1.43%, for the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

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


	Three months ended
	September 30,
	2015		2014		$ Change		% Change
Salaries and benefits	$	4,407,726	$	4,559,711	$	(151,985)	(3.33)
Occupancy and equipment		1,478,740		1,367,808		110,932	8.11
Data processing		350,941		368,717		(17,776)	(4.82)
FDIC insurance and State of Maryland assessments		241,634		229,785		11,849	5.16
Core deposit premium		193,960		212,970		(19,010)	(8.93)
(Gain) loss on sale of other real estate owned		(114,709)		(260,533)		145,824	(55.97)
OREO expense		158,983		159,238		(255)	(0.16)
Director Fees		160,800		117,800		43,000	36.50
Network services		162,516		189,329		(26,813)	(14.16)
Telephone		163,184		172,963		(9,779)	(5.65)
Other operating		1,403,933		1,368,278		35,655	2.61
Total non-interest expenses	$	8,607,708	$	8,486,066	$	121,642	1.43

The increase in non-interest expenses during the three months ended September 30, 2015, as compared to the same period of 2014, was mainly attributable due to the decrease in the gain the sale of other real estate owned and an increase in occupancy and equipment expense, partially offset by a decrease in salaries and benefits. Earnings on the sale of other real estate owned decreased during the three month period ending September 30, 2015, with gains of $115 thousand on an acquired property that was previously charged off compared to gains of $261 thousand on the sale of four properties for the same three month period last year. Occupancy and equipment expenses increased as a result of additional space at our Rockville location and additional space occupied by Old Line Bank at the Pointer Ridge location for our support staff. Salaries and benefits decreased approximately $152 thousand due to lower costs associated with loan origination fees for the 2015 period compared to the same period last year.

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Income Taxes. We had an income tax expense of $1.6 million (34.02% of pre-tax income) for the three months ended September 30, 2015 compared to an income tax expense of $636 thousand (26.78% of pre-tax income) for the same period in 2014. The effective tax rate increased due to an increase in our taxable income related to loan interest and a decline in interest on tax exempt municipal securities as a percentage of total pre-tax income compared to the same period last year.

Net Income Available to Common Stockholders. Net income available to common stockholders was $3.1 million or $0.30 per basic and $0.29 per diluted common share for the three month period ending September 30, 2015 compared to $1.7 million, or $0.16 per basic and diluted common share, for the same period in 2014. The increase in net income available to common stockholders for the 2015 period was primarily the result of the increases of $1.6 million in net interest income and $581 thousand in non-interest income and a $292 thousand decrease in the provision for loan losses, partially offset by an increase of $122 thousand in non-interest expenses.

Results of Operations for the nine months ended September 30, 2015 compared to nine months ended September 30, 2014.

Net Interest Income. Net interest income before provision for loan losses for the nine months ended September 30, 2015 increased $3.2 million or 10.34% to $34.3 million from $31.1 million for the same period in 2014. As outlined in detail in the Rate/Volume Variance Analysis, this increase was primarily the result of an increase in total interest income resulting from an increase in average interest earning assets, partially offset by a decrease in yield on such assets and an increase in the both the volume and rate on our interest bearing liabilities. Average interest earning assets compared to the same nine month period last year increased $118.9 million primarily due to organic loan growth, partially offset by a decrease in investment securities. A competitive rate environment and re-pricing of our loan portfolio resulted in decreases in the yield on interest earning assets to 4.52% during the nine months ended September 30, 2015, compared to 4.58% for the nine months ended September 30, 2014. Average interest-bearing liabilities increased $67.3 million for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. The rate on such liabilities increased to 0.53% for the 2015 period compared to 0.49% for the same nine month period in 2014. We continue to adjust the mix and volume of interest earning assets and liabilities on the balance sheet to maintain a strong net interest margin.

The net effect of fair value accretion/amortization on acquired loans affects the net interest income, primarily due to payoffs on such acquired loans. Payoffs during the nine months ended September 30, 2015 contributed a 13 basis point increase in the yield on earning assets, as compared to five basis points for the nine months ending September 30, 2014. The fair value accretion recorded on acquired deposits affects interest expense. The benefit from accretion on such deposits decreased by four basis points as compared to the same nine month period of 2014.

Total interest income increased $3.7 million, or 10.91%, to $37.8 million during the nine months ended September 30, 2015 compared to $34.1 million during the nine months ended September 30, 2014, as a result of an increase in interest and fees on loans, partially offset by a decrease in the interest earned on investment securities. The increase in interest and fees on loans is the result of a $126.6 million increase in our average loans for the nine months ended September 30, 2015 compared to the same period in 2014, partially offset by a decrease in the average yield on such loans. The average yield on net loans decreased to 4.82% for the nine months ended September 30, 2015 from 4.87% during the nine months ended September 30, 2014. We increased interest income and net interest income by growing our total average interest earning assets by $118.9 million or 11.5% to $1.2 billion for the nine months ended September 30, 2015 from $1.0 billion for the nine months ended September 30, 2014. The increase in total interest earning assets is due to organic loan growth, partially offset by a decrease in our investment securities. Accretion on acquired loans also contributed to the increase in interest income and net interest income, as described above. The decrease in interest earned on investment securities is a result of decreases in both the average balance of investment securities and the yield on these assets. The average balance of investment securities decreased by $7.2 million, or 4.27% to $160.8 million during the nine months ended September 30, 2015 from $168.0 million during the same period last year, and the average yield decreased to 2.59% during the nine months ended September 30, 2015 from 3.00% during the same period in 2014. The decrease in the average amount of our investment securities is due to the redeployment of cash flows from calls, maturities and scheduled repayments into the loan portfolio as well as our sale, during the nine months ending September 30, 2014, of investment securities that had longer durations, as part of managing our interest rate risk; we used a portion of the proceeds from such sales to purchase mortgage-backed securities with shorter durations. We sold two municipal bonds that were showing signs of concern which result in a net gain $604 for the nine month period ending September 30, 2015. There were no other sales occurred during the nine months ended September 30, 2015.

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Total interest expense increased $505 thousand, or 16.94%, to $3.5 million during the nine months ended September 30, 2015 from $3.0 million for the same period in 2014, as a result of the increase in the average balance of interest bearing liabilities, principally borrowings as well as an increase in the average rate paid on such liabilities. The average interest rate paid on all interest bearing liabilities increased to 0.53% during the nine months ended September 30, 2015 compared to 0.49% during the nine months ended September 30, 2014, as a result of an increase in the average rate paid on time deposits, which increased to 0.89% during the nine months ended September 30, 2015 from 0.72% during the same period last year, partially offset by decreases in the rate paid on other interest bearing liabilities. The increase in the average balance on our borrowed funds during the period offset the impact of the decrease in the average rate paid on these borrowings. The average balance of interest bearing liabilities increased $67.3 million or 8.32% to $876.8 million during the nine months ended September 30, 2015 from $809.4 million during the nine months ended September 30, 2014, primarily as a result of our need to fund the increase of $126.6 million in our average loan portfolio as well as the need to temporarily replace funds withdrawn by a large depositor in the second and third quarters of 2015. Those funds were redeposited by that customer as of the end of the second and third quarter.

Our net interest margin was 4.12% for the nine months ended September 30, 2015 compared to 4.18% for the nine months ended September 30, 2014. The yield on average interest earning assets decreased six basis points during the period from 4.58% for the nine months ended September 30, 2014 to 4.52% for the nine months ended September 30, 2015. Re-pricing in the loan portfolio and lower average yields on new loans caused the average loan yield to decline. This decline was partially offset by an increase in accretion on acquired loans.

During the nine months ended September 30, 2015 and 2014, we continued to successfully collect payments on acquired loans that we had recorded at fair value according to ASC 310-20 and ASC 310-30, which contributed to the $1.3 million of total accretion recorded during the nine months ended September 30, 2015 as compared to $780 thousand recorded during the same period last year. The payments received were a direct result of our efforts to negotiate payments, sell notes or foreclose on and sell collateral after the acquisition date.

The benefit of accretion on net interest margin increased for the nine months ending September 30, 2015 as compared to the nine months ending September 30, 2014 primarily due to payoffs on acquired mortgage loans. A decrease in accretion on interest bearing deposits is the result of lower fair value accretion in 2015 on interest bearing deposits acquired in the WSB acquisition. We expect that the impact of accretion on deposits 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,
	2015				2014
			% Impact on				% Impact on
	Accretion		Net Interest		Accretion		Net Interest
	Dollars		Margin		Dollars		Margin
Commercial loans	$	24,516	—	%	$	(12,260)	—	%
Mortgage loans		1,138,726	0.13			353,310	0.05
Consumer loans		19,260	—			15,182	—
Interest bearing deposits		113,032	0.01			423,616	0.05
Total accretion	$	1,295,534	0.14	%	$	779,848	0.10	%

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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, 2015 and 2014, showing the average distribution of assets, liabilities, stockholders’ equity and related income, expense and corresponding weighted average yields and rates. Non-accrual loans are included in total loan balances lowering the effective yield for the portfolio in the aggregate. The average balances used in this table and other statistical data were calculated using average daily balances.


	Average Balances, Interest and Yields
	2015						2014
	Average						Average
Nine months ended September 30,	balance		Interest		Yield		balance		Interest		Yield
Assets:
Federal funds sold (1)	$	1,286,069	$	539	0.06	%	$	3,070,844	$	3,652	0.16	%
Interest bearing deposits		241,201		15	0.01			29,488		20	0.09
Investment securities (1)(2)
U.S. Treasury		3,000,447		8,383	0.37			2,429,748		19,419	1.07
U.S. government agency		38,753,166		416,701	1.44			37,569,878		458,958	1.63
Mortgage backed securities		73,483,926		1,035,621	1.88			70,007,445		1,086,183	2.07
Municipal securities		40,950,239		1,475,075	4.82			53,422,643		1,958,577	4.90
Other equity securities		4,660,133		180,299	5.17			4,585,220		248,578	7.25
Total investment securities		160,847,911		3,116,079	2.59			168,014,934		3,771,715	3.00
Loans(1)
Commercial		137,956,255		4,178,129	4.05			127,521,279		3,956,664	4.31
Mortgage real estate		851,450,301		31,464,220	4.94			733,229,779		27,181,090	4.96
Consumer		8,836,051		367,223	5.56			10,887,014		469,333	5.76
Total loans		998,242,607		36,009,572	4.82			871,638,072		31,607,087	4.87
Allowance for loan losses		4,547,561		—				5,576,497		—
Total loans, net of allowance		993,695,046		36,009,572	4.85			866,061,575		31,607,087	4.90
Total interest earning assets(1)		1,156,070,227		39,126,205	4.52			1,037,176,841		35,382,474	4.58
Non-interest bearing cash		37,026,180						39,192,779
Premises and equipment		34,027,742						34,700,320
Other assets		66,370,469						74,930,225
Total assets(1)		1,293,494,618						1,186,000,165
Liabilities and Stockholders’ Equity:
Interest bearing deposits
Savings		91,100,841		82,784	0.12			89,060,327		110,316	0.17
Money market and NOW		324,790,478		525,729	0.22			316,651,099		549,125	0.23
Other time deposits		368,224,542		2,442,096	0.89			359,829,321		1,942,466	0.72
Total interest bearing deposits		784,115,861		3,050,609	0.53			765,540,747		2,601,907	0.45
Borrowed funds		92,642,522		435,432	0.63			43,885,718		378,887	1.15
Total interest bearing liabilities		876,758,383		3,486,041	0.53			809,426,465		2,980,794	0.49
Non-interest bearing deposits		270,392,218						236,908,564
		1,147,150,601						1,046,335,029
Other liabilities		8,149,857						10,160,438
Non-controlling interest		255,723						272,770
Stockholders’ equity		137,938,437						129,231,928
Total liabilities and stockholders’ equity	$	1,293,494,618					$	1,186,000,165
Net interest spread(1)					3.99						4.07
Net interest margin(1)			$	35,640,164	4.12	%			$	32,401,680	4.18	%

(1)

(2)

Available for sale investment securities are presented at amortized cost.

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The following table describes the impact on our interest revenue and expense resulting from changes in average balances and average rates for the nine months ended September 30, 2015 and 2014. We have allocated the change in interest income, interest expense and net interest income due to both volume and rate proportionately to the rate and volume variances.

Rate/Volume Variance Analysis


	Nine months ended September 30,
	2015 compared to 2014
	Variance due to:
	Total		Rate		Volume

Interest earning assets:
Federal funds sold(1)	$	(3,113)	$	(1,641)	$	(1,472)
Interest bearing deposits		(6)		(33)		28
Investment Securities(1)
U.S. treasury		(11,036)		(14,810)		3,774
U.S. government agency		(42,257)		(56,352)		14,095
Mortgage backed securities		(50,562)		(102,763)		52,201
Municipal securities		(483,502)		(33,675)		(449,827)
Other		(68,279)		(72,277)		3,998
Loans:(1)
Commercial		221,465		(96,317)		317,782
Mortgage		4,283,131		(85,817)		4,368,947
Consumer		(102,110)		(16,363)		(85,747)
Total interest revenue (1)		3,743,731		(480,048)		4,223,779

Interest bearing liabilities
Savings		(27,532)		(30,006)		2,474
Money market and NOW		(23,396)		(37,249)		13,853
Other time deposits		499,630		453,351		46,279
Borrowed funds		56,545		(228,391)		284,936
Total interest expense		505,247		157,705		347,542

Net interest income(1)	$	3,238,484	$	(637,753)	$	3,876,237

(1)

Provision for Loan Losses. The provision for loan losses for the nine months ended September 30, 2015 was $911 thousand, a decrease of $1.5 million, or 61.55%, compared to $2.4 million for the nine months ended September 30, 2014. Management identified probable losses in the loan portfolio and recorded charge-offs of $893 thousand for the nine months ended September 30, 2015, compared to $3.5 million for the nine months ended September 30, 2014. Recoveries were $154 thousand for the nine months ended September 30, 2015 compared to $65 thousand for the comparable nine months in 2014.

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

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The decrease in the allowance for loan losses to gross loans held-for-investment is primarily due to an improvement in our historical loss factors, primarily in the commercial real estate portfolio.

Non-interest income. Non-interest income totaled $5.2 million for the nine months ended September 30, 2015, an increase of $615 thousand, or 13.48%, from the corresponding period of 2014 amount of $4.6 million.

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


	Nine months ended
	September 30,
	2015		2014		$ Change		% Change
Service charges on deposit accounts	$	1,298,809	$	1,428,943	$	(130,134)	(9.11)
Gain on sales or calls of investment securities		65,222		129,911		(64,689)	(49.79)
Earnings on bank owned life insurance		748,755		738,237		10,518	1.42
Gain on the sale of stock		—		96,993		(96,993)	(100.00)
Gain/(loss) on disposal of assets		19,975		17,919		2,056	11.47
Pointer Ridge rent and other revenue		265,046		202,202		62,844	31.08
Rental income		620,439		594,788		25,651	4.31
Gain on sale of loans		1,544,462		527,478		1,016,894	192.78
Other fees and commissions		616,948		828,324		(211,376)	(25.52)
Total non-interest revenue	$	5,179,656	$	4,564,795	$	614,861	13.47

Non-interest income increased primarily as a result of increases in gain on sale of loans partially offset by decreases in gain on sale of stock, gain on sale or calls of investment securities, other fees and commissions and service charges on deposit accounts. The increase in the gain on the sale of loans is attributable to the revenues earned on loans sold in the secondary market during the nine month period of 2015 compared to the same nine month period last year. The residential mortgage division sold $78.0 million loans in the secondary market during the 2015 period compared to $36.3 million during the same nine month period last year. The decrease in the gain on the sale of stock was due to the sale of our Sallie Mae equity security during the 2014 period. Service charges on deposit accounts decreased as a result of lower overdraft and ATM fees compared to the same period last year. Other fees and commissions decreased primarily due to letter of credit fees and recoveries on acquired loans that were previously charged-off prior to the mergers with WSB Holdings and Maryland Bancorp. We experienced a decline in gain on sales or calls of investment securities due to $895 thousand in sales of investment securities for the nine months ending September 30, 2015 compared to the sale of approximately $27 million of our investment securities for a gain of $130 thousand during the nine month period ending September 30, 2014. The gain of $65 thousand for the nine months ending September 30, 2015 is due to calls on five municipal bonds and one agency security that matured during the 2015 period.

In addition to the changes discussed above, Pointer Ridge rent and other revenue increased during the nine months ended September 30, 2015 due to a reduction in the rental expenses associated with the Pointer Ridge building and slightly higher rental fees compared to the same period last year. Rental income slightly increased during the 2015 period as the result of the additional rent received due to an additional tenant in the building at 4201 Mitchellville Road, Bowie, Maryland, which we acquired in the WSB Holdings merger.

Non-Interest Expense. Non-interest expense increased $57 thousand or 0.22% for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.

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


	Nine months ended
	September 30,
	2015		2014		$ Change		% Change
Salaries and benefits	$	12,918,194	$	13,527,562	$	(609,368)	(4.50)
Occupancy and equipment		4,217,277		4,390,541		(173,264)	(3.95)
Data processing		1,070,191		987,919		82,272	8.33
FDIC insurance and State of Maryland assessments		742,520		681,881		60,639	8.89
Merger and integration		—		29,167		(29,167)	(100.00)
Core deposit premium		597,843		653,734		(55,891)	(8.55)
Pointer Ridge other operating		152,693		153,468		(775)	(0.50)
(Gain) loss on sale of other real estate owned		29,214		(542,728)		571,942	(105.38)
OREO expense		354,736		354,963		(227)	(0.06)
Director Fees		491,000		358,400		132,600	37.00
Network Services		539,626		563,831		(24,205)	(4.29)
Telephone		489,021		507,563		(18,542)	(3.65)
Other operating		4,451,481		4,330,414		121,067	2.80
Total non-interest expenses	$	26,053,796	$	25,996,715	$	57,081	0.22

The increase in non-interest expenses during the nine month period ended September 30, 2015, as compared to the same period of 2014, was mainly attributable due to the decrease in the gain the sale of other real estate owned and, to a lesser extent, increases in director fees, other operating expenses and data processing costs, offset by a decrease in salaries and benefits and, to a less extent, occupancy and equipment expenses. Losses on the sale of four other real estate owned properties during the nine months ended September 30, 2015 resulted in a net loss of $29 thousand compared to a net gain of $543 thousand on the sale of nine properties for the comparable nine month period last year. Other operating expenses increased $271 thousand primarily as a result of increase in our marketing and advertising due to an enhanced ongoing marketing campaign during the 2015 period. Salaries and benefits decreased due to severance payments in the 2014 period that were associated with merger related staffing reductions. Occupancy and equipment expenses decreased for the nine month period as a result of the closure of four of our branches on December 31, 2014. Data processing costs increased due to enhancements in our data processing environment.

Income Taxes. We had an income tax expense of $4.1 million (32.62% of pre-tax income) for the nine months ended September 30, 2015 compared to an income tax expense of $2.0 million (27.51% of pre-tax income) for the same period in 2014. Taxes were higher during the 2015 period primarily because income increased and the percentage of income related to tax-exempt securities was lower as compared to the same nine months last year.

Net income available to common stockholders. Net income available to common stockholders was $8.5 million or $0.80 per basic and $0.78 per diluted common share for the nine month period ending September 30, 2015 compared to net income available to common stockholders of $5.3 million, or $0.50 per basic and $0.49 per diluted common share, for the same period in 2014. The increase in net income available to common stockholders for the 2015 period was primarily the result of increases of $3.2 million in net interest income and $615 thousand in non-interest income and a decrease of $1.5 million in the provision for loan losses.

Analysis of Financial Condition

Investment Securities. Our portfolio consists primarily of investment grade securities including U.S. treasury securities, U.S. government agency securities, U.S. government sponsored entity securities, securities issued by states, counties and municipalities, mortgage backed securities, and certain equity securities, including FHLB stock, Maryland Financial Bank stock and Atlantic Central Bankers Bank stock. We have prudently managed our investment portfolio to maintain liquidity and safety. The portfolio provides a source of liquidity, collateral for borrowings as well as a means of diversifying our earning asset portfolio. While we usually intend to hold the investment securities until maturity, currently we classify all of our investment securities as available for sale. This classification provides us the opportunity to divest of securities that may no longer meet our liquidity objectives. We account for these securities at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders’ equity, net of income tax effects. We account for investment securities when classified in the held to maturity category at amortized cost. Although we will

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

The investment securities at September 30, 2015 amounted to $151.5 million, a decrease of $10.2 million, or 6.29%, from the December 31, 2014 amount of $161.7 million. As outlined above, at September 30, 2015, all securities are classified as available for sale.

The fair value of available for sale securities included net unrealized gains of $594 thousand at September 30, 2015 (reflected as $360 thousand in stockholders’ equity after deferred taxes) as compared to net unrealized loss of $974 thousand (reflected as $590 thousand net of taxes) at December 31, 2014. The improvement in the value of the investment securities is due to the decrease in the 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 $113.7 million or 12.27% to $1.0 billion at September 30, 2015 from $926.6 million at December 31, 2014. Commercial real estate loans increased by $98.8 million, residential real estate loans increased by $13.2 million, commercial and industrial loans increased by $4.5 million and consumer loans decreased $2.8 million from their respective balances at December 31, 2014. The loan growth during the period was primarily due to the new commercial real estate originations resulting from our enhanced presence in our market area. The decrease in our consumer loans is the result of loan pay-downs during the period.

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


	September 30, 2015						December 31, 2014
	Legacy (1)		Acquired		Total		Legacy (1)		Acquired		Total

Commercial Real Estate
Owner Occupied	$	198,799,617	$	25,873,898	$	224,673,514	$	192,723,718	$	27,891,137	$	220,614,855
Investment		289,572,119		35,024,749		324,596,868		208,766,058		41,624,825		250,390,883
Hospitality		90,559,043		8,062,522		98,621,565		76,342,916		8,319,644		84,662,560
Land and A&D		46,953,976		4,702,148		51,656,124		40,260,506		4,785,753		45,046,259
Residential Real Estate
First Lien-Investment		62,479,229		18,549,169		81,028,398		49,578,862		24,185,571		73,764,433
First Lien-Owner Occupied		35,977,798		43,314,634		79,292,432		31,822,773		51,242,355		83,065,128
Residential Land and A&D		32,485,403		6,775,250		39,260,653		22,239,663		8,509,239		30,748,902
HELOC and Jr. Liens		22,648,628		2,486,649		25,135,277		20,854,737		3,046,749		23,901,486
Commercial and Industrial		105,536,024		6,996,166		112,532,190		98,310,009		9,694,782		108,004,791
Consumer		6,395,608		219,249		6,614,857		9,068,755		313,739		9,382,494
		891,407,445		152,004,434		1,043,411,878		749,967,997		179,613,794		929,581,791
Allowance for loan losses		(4,365,000)		(88,714)		(4,453,714)		(4,261,835)		(20,000)		(4,281,835)
Deferred loan costs, net		1,269,781		—		1,269,781		1,283,455		(9,923)		1,273,532
	$	888,312,226	$	151,915,720	$	1,040,227,945	$	746,989,617	$	179,583,871	$	926,573,488

(1)

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

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Bank owned life insurance. At September 30, 2015, we have invested $32.1 million in life insurance policies on our executive officers, other officers of Old Line Bank, retired officers of MB&T and former officers of WSB. This represents a $642 thousand increase from December 31, 2014 as a result of interest earned on these policies.

Deposits. At September 30, 2015, the deposit portfolio had increased to $1.1 billion, a $74.8 million or 7.37% increase over the December 31, 2014 level of $1.0 billion. Deposit growth during the nine month period was comprised of $18.4 million, or 7.07%, in non-interest bearing deposits and $56.4 million, or 7.47%, in interest bearing deposits. Non-interest bearing deposits increased to $279.3 million from $260.9 million and interest bearing deposits increased to $811.2 million from $754.8 million. The growth in our deposit base is due to our enhanced presence in our primary market and the surrounding areas as a result of our marketing efforts as well as the continued efforts of our cash management and financial services team. We used these funds acquired from increased deposits to fund new loan originations.

The following table outlines the increase in interest bearing deposits:


	September 30,		December 31,
	2015		2014		$ Change		% Change
	(Dollars in thousands)
Certificates of deposit	$	381,994	$	348,900	$	26,252	7.52	%
Interest bearing checking		337,862		315,796		25,178	7.97
Savings		91,330		90,130		2,205	2.45
Total	$	811,186	$	754,826	$	53,635	7.11	%

We acquire brokered certificates of deposit and money market accounts through the Promontory Interfinancial Network (Promontory). Through this deposit matching network and its certificate of deposit account registry service (CDARS) and money market account service, we have the ability to offer our customers access to FDIC insured deposit products in aggregate amounts exceeding current insurance limits. When we place funds through Promontory on behalf of a customer, we receive matching deposits through the network’s reciprocal deposit program. We can also place deposits through this network without receiving matching deposits. At September 30, 2015, we had $44.8 million in CDARS and $91.8 million in money market accounts through Promontory’s reciprocal deposit program compared to $27.4 million and $85.3 million, respectively, at December 31, 2014. During 2013, we acquired $18.0 million in brokered certificates of deposit in the WSB acquisition. A $4.0 million brokered certificate of deposit matured during the nine months ended September 30, 2015 and brought the remaining balance at September 30, 2015 to $14.0 million. This balance will continue to decrease as brokered certificates of deposit mature. We expect that we will continue to use brokered deposits as an element of our funding strategy when required to maintain an acceptable loan to deposit ratio.

Borrowings. Short-term borrowings consist of daily rate credit, short-term borrowings with the FHLB and short-term promissory notes issued to Old Line Bank’s commercial customers as an enhancement to the basic non-interest bearing demand deposit account. This service electronically sweeps excess funds from the customer’s account into a short term promissory note with Old Line Bank. These obligations are payable on demand, are secured by investments. At September 30, 2015, we had $52.5 million outstanding in short term FHLB borrowings, compared to $33.5 million at December 31, 2015. At September 30, 2015 and December 31, 2014, we had no unsecured promissory notes and $33.2 million and $27.5 million, respectively, in secured promissory notes.

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

Liquidity and Capital Resources. Our overall asset/liability strategy takes into account our need to maintain adequate liquidity to fund asset growth and deposit runoff. Our management monitors the liquidity position daily in conjunction with Federal Reserve guidelines. As further discussed below, we have credit lines, unsecured and secured, available from several correspondent banks totaling $33.5 million. Additionally, we may borrow funds from the FHLB and the Federal Reserve Bank of Richmond. We can use these credit facilities in conjunction with the normal deposit strategies, which include pricing changes to increase deposits as necessary. We can also sell available for sale investment securities or pledge investment securities as collateral to create additional liquidity. From time to time we may sell or participate out loans to create additional liquidity as required. Additional sources of liquidity include funds held in time deposits and cash flow from the investment and loan portfolios.

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Our immediate sources of liquidity are cash and due from banks, federal funds sold and time deposits in other banks. On September 30, 2015, we had $29.1 million in cash and due from banks, $1.1 million in interest bearing accounts, and $363 thousand in federal funds sold. As of December 31, 2014, we had $23.6 million in cash and due from banks, $1.2 million in interest bearing accounts, and $601 thousand in federal funds sold.

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

We had a temporary non-recurring withdrawal on a large depositor account for $75 million during the second quarter and $50 million for the third quarter of 2015. This resulted in borrowing an advance from the FHLB. The account holder has re-deposited the full amount of the withdrawals by the end of the respective periods and the borrowings have been re-paid to the FHLB. We did not have any other liquidity issues. Although we plan for various liquidity scenarios, if turmoil in the financial markets occurs and our depositors lose confidence in us, we could experience liquidity issues, as with happened with other financial institutions during the most recent period of turmoil in the financial markets.

Old Line Bancshares has available a $5.0 million unsecured line of credit. In addition, Old Line Bank has available lines of credit, including overnight federal funds and repurchase agreements from its correspondent banks, totaling $28.5 million at September 30, 2015. Old Line Bank has an additional secured line of credit from the FHLB of $338.7 million at September 30, 2015. As a condition of obtaining the line of credit from the FHLB, the FHLB requires that Old Line Bank purchase shares of capital stock in the FHLB. Prior to allowing Old Line Bank to borrow under the line of credit, the FHLB also requires that Old Line Bank provide collateral to support borrowings. Therefore, we have provided collateral to support up to $177.8 million in lendable collateral value for FHLB borrowings. We may increase availability by providing additional collateral. Additionally, we have overnight repurchase agreements sold to Old Line Bank’s customers and have provided collateral in the form of investment securities to support the $33.2 million in repurchase agreements.

The Board of Governors of the Federal Reserve System and FDIC approved the final rules implementing the Basel III. Under the final rules, minimum requirements increased for both the quantity and quality of capital held by the Company. The rules include a new common equity Tier 1 capital for risk-weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, is also established above the regulatory minimum capital requirements. The capital conservation buffer will be phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under the final rules. The final rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets.

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

The phase-in period for the final rules became effective for Old Line Bancshares and Old Line Bank on January 1, 2015, with full compliance with all of the final rule requirements phased in over a multi-year schedule, to be fully phased in by January 1, 2019. As of September 30, 2015, Old Line Bancshares’ capital levels remained characterized as “well-capitalized” under the new rules.

Current regulations require subsidiaries of a financial institution to be separately capitalized and require investments in and extensions of credit to any subsidiary engaged in activities not permissible for a bank to be deducted in the computation of the institution’s regulatory capital. Regulatory capital and regulatory assets below also reflect decreases of $360 thousand and $594 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 $4.5 million for the general loan loss reserve during the nine months ended September 30, 2015.

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As of September 30, 2015, Old Line Bank met all capital adequacy requirements to be considered well capitalized. There were no conditions or events since the end of the third quarter of 2015 that management believes have changed the Bank’s classification as well capitalized

The following table shows Old Line Bank’s regulatory capital ratios and the minimum capital ratios currently required by its banking regulator to be “well capitalized” at September 30, 2015.


					Minimum capital				To be well
	Actual				adequacy				capitalized
September 30, 2015	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in 000’s)
Common equity tier 1 (to risk-weighted assets)	$	121,058	11.25	%	$	48,443	4.5	%	$	69,973	6.5	%
Total capital (to risk weighted assets)	$	125,687	11.68	%	$	86,120	8	%	$	107,650	10	%
Tier 1 capital (to risk weighted assets)	$	121,058	11.25	%	$	64,590	6	%	$	86,120	8	%
Tier 1 leverage (to average assets)	$	121,058	9.29	%	$	52,129	4	%	$	65,162	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, 2015, 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 transactions.

Our management believes that, under current regulations, and eliminating the assets of Old Line Bancshares, Old Line Bank remains well capitalized and will continue to meet its minimum capital requirements in the foreseeable future. However, events beyond our control, such as a shift in interest rates or an economic downturn in areas where we extend credit, could adversely affect future earnings and, consequently, our ability to meet minimum capital requirements in the future.

Asset Quality

Overview. Management performs reviews of all delinquent loans and foreclosed assets and directs relationship officers to work with customers to resolve potential credit issues in a timely manner. Management reports to the Loan Committee for their approval and recommendation to the Board of Directors on a monthly basis. The reports presented include information on delinquent loans and foreclosed real estate. We have formal action plans on criticized assets and provide status reports on OREO on a quarterly basis. These action plans include our actions and plans to cure the delinquent status of the loans and to dispose of the foreclosed properties. The Loan Committee consists of three executive officers and four independent members of the board of directors.

We classify any property acquired as a result of foreclosure on a mortgage loan as “other real estate owned” and record it at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carry the property at the lower of cost or net realizable value. We charge any required write down of the loan to its net realizable value against the allowance for loan losses at the time of foreclosure. We charge to expense any subsequent adjustments to net realizable value. Upon foreclosure, Old Line Bank generally requires an appraisal of the property and, thereafter, appraisals of the property generally on an annual basis and external inspections on at least a quarterly basis.

As required by ASC Topic 310-Receivables and ASC Topic 450-Contingencies, we measure all impaired loans, which consist of all modified loans (trouble debt restructurings) and other loans for which collection of all contractual principal and interest is not probable, based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, we recognize impairment through a valuation allowance and corresponding provision for loan losses. Old Line Bank considers consumer loans as homogenous loans and thus does not apply the impairment test to these loans. We write off impaired loans when collection of the loan is doubtful.

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

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present repayment terms. These loans do not meet the criteria for, and are therefore not included in, non-performing assets. Management, however, classifies potential problem loans as either special mention, watch, or substandard. These loans were considered in determining the adequacy of the allowance for loan losses and are closely and regularly monitored to protect our interests. Potential problem loans, which are not included in non-performing assets, amounted to $21.40 million at September 30, 2015 compared to $25.8 million at December 31, 2014. At September 30, 2015, we had $11.2 million and $10.2 million, respectively, of potential problem loans attributable to our legacy and acquired loan portfolios, compared to $12.8 million and $12.9 million, respectively, at December 31, 2014.

Acquired Loans. Loans acquired in mergers are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Generally accepted accounting principles require that we record acquired loans at fair value, which includes a discount for loans with credit impairment. These loans are not performing according to their contractual terms and meet our definition of a non-performing loan. The discounts that arise from recording these loans at fair value were due to credit quality. Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our expectations or payment in full of amounts due. Purchased, credit-impaired loans that perform consistent with the accretable yield expectations are not reported as non-accrual or non-performing.

In 2011, we recorded the loans acquired from MB&T at fair value and in 2013, we recorded the loans acquired from WSB at fair value. The fair value of the acquired loans includes expected loan losses, and as a result there was no allowance for loan losses recorded for acquired loans at the time of acquisition. Accordingly, the existence of the acquired loans reduces the ratios of the allowance for loan losses to total gross loans and the allowance for loan losses to non-accrual loans, and this measure is not directly comparable to prior periods. Similarly, net loan charge-offs are normally lower for acquired loans since we recorded these loans net of expected loan losses. Therefore, the ratio of net charge-offs during the period to average loans outstanding is reduced as a result of the existence of acquired loans, and the measures are not directly comparable to prior periods. Other institutions may not have acquired loans, and therefore there may be no direct comparability of these ratios between and among other institutions when compared in total.

The accounting guidance also requires that if we experience a decrease in the expected cash flows of a loan subsequent to the acquisition date, we establish an allowance for loan losses for those acquired loans with decreased cash flows. At September 30, 2015, there was $89 thousand for loan losses on acquired loans compared to $20 thousand at December 31, 2014, as a result of a decrease in the expected cash flows subsequent to the acquisition dates.

Nonperforming Assets. As of September 30, 2015, our nonperforming assets totaled $4.2 million and consisted of $1.8 million of nonaccrual loans, $417 thousand in loans past 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, 2015						December 31, 2014
	Legacy		Acquired		Total		Legacy		Acquired		Total
Accruing loans 90 or more days past due
Commercial Real Estate
Owner Occupied	$	—	$	—		—	$	—	$	—	$	—
Residential Real Estate:
First Investment		—		214,083		214,083		—		305,323		305,323
First-Owner Occupied		—		—		—		—		—		—
Land and A&D		—		—		—		—		—		—
Commercial		202,528		—		202,528		—		—		—
Consumer		—		—		—		—		—		—
Total accruing loans 90 or more days past due		202,528		214,083		416,611		—		305,323		305,323
Non-accruing loans:
Commercial Real Estate
Owner Occupied	$	14,274	$	55,091	$	69,365	$	1,849,685	$	55,707	$	1,905,392
Investment		—		—		—		—		—		—
Hospitality		—		—		—		—		—		—
Land and A&D		—		261,700		261,700		—		—		—
Residential Real Estate:
First-Investment		105,148		219,443		324,591		113,264		310,735		423,999
First-Owner Occupied		—		518,243		518,243		—		795,920		795,920
Land and A&D		—		—		—		—		795,300		795,300
Commercial		653,498		—		653,498		1,165,955		—		1,165,955
Consumer		—		—		—		120,641		—		120,641
Total Non-accruing loans:		772,920		1,054,477		1,827,397		3,249,545		1,957,662		5,207,207
		.
Other real estate owned (“OREO”)		425,000		1,523,625		1,948,625		475,291		1,976,629		2,451,920

Total non performing assets	$	1,400,448	$	2,792,185	$	4,192,633	$	3,724,836	$	4,239,614	$	7,964,450

Accruing Troubled Debt Restructurings
Residential Real Estate:
First-Owner Occupied	$	—	$	456,266	$	456,266	$	—	$	505,250	$	505,250
Commercial		—		80,504		80,504		—		83,261		83,261
Total Accruing Troubled Debt Restructurings	$	—	$	536,770	$	536,770	$	—	$	588,511	$	588,511

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


	September 30,		December 31,
	2015		2014
Ratios, Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.16	%	0.40	%
Total nonperforming assets as a percentage of total assets	0.11	%	0.30	%
Total nonperforming assets as a percentage of total loans held for investment	0.16	%	0.38	%

Ratios, Including Acquired Assets
Total nonperforming assets as a percentage of total loans held for investment and OREO	0.43	%	0.85	%
Total nonperforming assets as a percentage of total assets	0.36	%	0.65	%
Total nonperforming assets as a percentage of total loans held for investment	0.45	%	0.86	%

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


	September 30, 2015							December 31, 2014
		Unpaid				Interest			Unpaid
	# of	Principal		Recorded		Not		# of	Principal		Recorded		Interest Not
	Contracts	Balance		Investment		Accrued		Contracts	Balance		Investment		Accrued
Legacy
Commercial Real Estate:
Owner Occupied	1	$	48,359	$	55,091	$	9,592	1	$	1,849,685	$	1,849,685	$	—
Land	1		267,113		261,700		47,014	—		—		—		—
Residential Real Estate
First-Investment	2		223,617		219,443		7,849	1		113,264		113,264		—
First-Owner Occupied	1		528,963		518,243		15,639	—		—		—		—
Commercial	—		—		—		—	3		1,165,955		1,165,955		—
Consumer	—		—		—		—	1		120,641		120,641		3,934
Total non-accrual loans	5		1,068,052		1,054,477		80,094	6		3,249,545		3,249,545		3,934

Acquired (1)
Commercial Real Estate:
Investment	1		653,498		653,498		5,768	1		48,359		55,707		178,434
Owner Occupied	1		14,274		14,274		7,442	—		—		—		—
Land and A & D	—		—		—		—	3		1,532,904		795,300		89,026
Residential Real Estate
First-Investment	1		105,148		105,148		7,095	3		311,089		310,735		119,616
First-Owner Occupied	—		—		—		—	4		830,949		795,920		32,592
Land and A & D	—		—		—		—	—		—		—		—
Commercial	—		—		—		—	—		—		—		—
Total non-accrual loans	3	$	772,920	$	772,920	$	20,305	11	$	2,723,301	$	1,957,662	$	419,668
Total all non-accrual loans	8	$	1,840,972	$	1,827,397	$	100,399	17	$	5,972,846	$	5,207,207	$	423,602

(1)

Generally accepted accounting principles require that we record acquired loans at fair value at acquisition which includes a discount for loans with credit impairment. These loans are not performing according to their contractual terms and meet our definition of a non-performing loan. The discounts that arise from recording these loans at fair value were due to credit quality. Although we do not accrue interest income at the contractual rate on these loans, we may accrete these discounts to interest income as a result of pre-payments that exceed our cash flow expectations or payment in full of amounts due even though we classify them as 90 or more days past due.

Non-performing legacy loans decreased $2.2 million from December 31, 2014 primarily due to one commercial real estate loan for $1.9 million that was sold at foreclosure in the first quarter of this year. This loan was classified as an impaired loan and adequately reserved for at December 31, 2014.

Non-performing acquired loans decreased $1.2 million from December 31, 2014 primarily due to the six loans that were transferred to OREO during the period ending September 30, 2015.

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At September 30, 2015, legacy OREO consisted of one property which had an additional write down of $50 thousand applied during the third quarter of 2015.

At September 30, 2015, acquired OREO decreased by $453 thousand from December 31, 2014. The decrease in acquired OREO was driven by the transfer of six loans for a total $820 thousand, partially offset by the sale of five acquired OREO properties for $1.0 million during the nine month period ended September 30, 2015.

We recorded net gain on OREO of $115 thousand during the three month period ended September 30, 2015 compared to a net gain of $261 thousand during the three month period ended September 30, 2014. We recorded a net loss of $29 thousand for the nine months ending September 30, 2015 compared to a net gain of $543 thousand for the nine months ending September 30, 2014.

Allowance for Loan Losses. We review the adequacy of the allowance for loan losses at least quarterly. Our review includes evaluation of impaired loans as required by ASC Topic 310-Receivables, and ASC Topic 450-Contingencies. Also incorporated in determining the adequacy of the allowance is guidance contained in the Securities and Exchange Commission’s SAB No. 102, Loan Loss Allowance Methodology and Documentation, the Federal Financial Institutions Examination Council’s Policy Statement on Allowance for Loan and Lease Losses Methodologies and Documentation for Banks and Savings Institutions and the Interagency Policy Statement on the Allowance for Loan and Lease Losses. We also continue to measure the credit impairment at each period end on all loans that have been classified as a TDR using the guidance in ASC 310-10-35.

We have risk management practices designed to ensure timely identification of changes in loan risk profiles. However, undetected losses inherently exist within the portfolio. Although we may allocate specific portions of the allowance for specific loans or other factors, the entire allowance is available for any loans that we should charge off. We will not create a separate valuation allowance unless we consider a loan impaired.

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


			Commercial		Residential
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
Amount 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

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

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


	September 30, 2015		December 31, 2014

Total gross loans held for investment	0.43	%	0.46	%
Non-accrual loans	41.03	%	121.61	%
Net charge-offs to average loans	0.07	%	0.39	%

During the nine months ended September 30, 2015, we charged-off $287 thousand in loans through the allowance for loan losses for seven legacy loans. The legacy loans consisted of two commercial real estate loan for $212 thousand, one consumer boat loan for $57 thousand, one commercial loan for $14 thousand and three consumer loans for an aggregate of $4 thousand. During the nine months ended September 30, 2015, we charged-off $607 thousand on six acquired residential land loans and one commercial real estate loan.

The allowance for loan losses represented 0.43% and 0.46% of gross loans held for investment at September 30, 2015 and December 31, 2014, respectively and 0.50% and 0.57% of legacy loans at September 30, 2015 and December 31, 2014, respectively. We have no exposure to foreign countries or foreign borrowers. Based on our analysis and the satisfactory historical performance of the loan portfolio, we believe this allowance appropriately reflects the inherent risk of loss in our portfolio.

Overall, we continue to believe that the loan portfolio remains manageable in terms of charge-offs and nonperforming assets as a percentage of total loans. We remain diligent and aware of our credit costs and the impact that these can have on our financial institution, and we have taken proactive measures to identify problem loans, including in-house and independent review of larger transactions. Our policy for evaluating problem loans includes obtaining new certified real estate appraisals as needed. We continue to monitor and review frequently the overall asset quality within the loan portfolio.

Contractual Obligations, Commitments, Contingent Liabilities, and Off-balance Sheet Arrangements

Old Line Bancshares is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily include commitments to extend credit, lines of credit and standby letters of credit. Old Line Bancshares uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These commitments do not represent unusual risks and management does not anticipate any losses that would have a material effect on Old Line Bancshares. Old Line Bancshares also has operating lease obligations.

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


	September 30,		December 31,
	2015		2014
	(Dollars in thousands)

Commitments to extend credit and available credit lines:
Commercial	$	78,952	$	69,347
Real estate-undisbursed development and construction		43,411		57,879
Consumer		17,488		15,725
	$	139,851	$	142,951
Standby letters of credit	$	17,488	$	15,725

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Old Line Bancshares generally requires collateral to support financial instruments with credit risk on the same basis as it does for on balance sheet instruments. The collateral is based on management’s credit evaluation of the counter party. Commitments generally have interest rates fixed at current market rates, expiration dates or other termination clauses and may require payment of a fee. Available credit lines represent the unused portion of lines of credit previously extended and available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since many of the commitments are expected to expire without being drawn upon, and since it is unlikely that all customers will draw upon their lines of credit in full at any time, the total commitment amount or line of credit amount does not necessarily represent future cash requirements. We evaluate each customer’s credit worthiness on a case by case basis. We regularly reevaluate many of our commitments to extend credit. Because we conservatively underwrite these facilities at inception, we generally do not have to withdraw any commitments. We are not aware of any loss that we would incur by funding our commitments or lines of credit.

Commitments for real estate development and construction, which totaled $43.4 million, or 31.0% of the $139.9 million of outstanding commitments at September 30, 2015, are generally short term and turn over rapidly with principal repayment from permanent financing arrangements upon completion of construction or from sales of the properties financed.

Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Our exposure to credit loss in the event of non-performance by the customer is the contract amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In general, loan commitments, credit lines and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. We evaluate each customer’s credit worthiness and the collateral required on a case by case basis.

Reconciliation of Non-GAAP Measures

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

Three months ended 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	%

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Three months ended September 30, 2014



					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	10,155,351	3.82	%	3.71	%
Tax equivalent adjustment
Federal funds sold		—	—		—
Investment securities		294,770	0.11		0.11
Loans		95,323	0.04		0.04
Total tax equivalent adjustment		390,093	0.15		0.15
Tax equivalent interest yield	$	10,545,444	3.97	%	3.86	%

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	%

Nine months ended September 30, 2014



					Net
	Net Interest				Interest
	Income		Yield		Spread
GAAP net interest income	$	31,126,123	4.01	%	3.90	%
Tax equivalent adjustment
Federal funds sold		—	—		—
Investment securities		835,126	0.11		0.11
Loans		440,432	0.06		0.06
Total tax equivalent adjustment		1,275,558	0.17		0.17
Tax equivalent interest yield	$	32,401,681	4.18	%	4.07	%

Impact of Inflation and Changing Prices

Management has prepared the financial statements and related data presented herein in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

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

Information Regarding Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may also include forward-looking statements in other statements that we make. All statements that

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are not descriptions of historical facts are forward-looking statements. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

The statements presented herein with respect to, among other things, Old Line Bancshares’ plans, objectives, expectations and intentions, including the anticipated timing of and impact and opportunities resulting from our pending acquisition of Regal, expanding fee income, continued increases in net interest income, hiring and acquisition possibilities, our belief that we have identified any problem assets and that our borrowers will remain current on their loans, being well positioned to capitalize on potential opportunities in the current and in a healthier economy, the impact of outstanding off-balance sheet commitments, sources of liquidity and that we have sufficient liquidity, the sufficiency of the allowance for loan losses, expected collections on acquired credit-impaired loans, expected loan, deposit, balance sheet and earnings growth, expected losses on and our intentions with respect to our investment securities, the expectation that the impact of accretion on deposits will continue to decline, 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, including regulations adopted pursuant to the Dodd-Frank Act; that the market value of investments could negatively impact stockholders’ equity; risks associated with Old Line Bancshares’ lending limit; expenses associated with operating as a public company; potential conflicts of interest associated with the interest in Pointer Ridge; deterioration in general economic conditions, continued slow growth during the recovery or another recession; and changes in competitive, governmental, regulatory, technological and other factors which may affect Old Line Bancshares specifically or the banking industry generally. For a more complete discussion of some of these risks and uncertainties see “Risk Factors” in Old Line Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2014.

In addition, our statements with respect to the timing of an anticipated effects of the Regal acquisition are subject to the following additional risks and uncertainties: Regal’s business may not be integrated successfully with ours or such integration may be more difficult, time consuming or costly that expected; expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; revenues following the merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the merger; the ability to obtain required stockholder approval; and the ability to complete the merger in the expected time frames may be more difficult, time consuming or costly than expected.

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

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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, 2015 and December 31, 2014. Because certain categories of securities and loans are prepaid before their maturity date even without regard to interest rate fluctuations, we have made certain assumptions to calculate the expected maturity of securities and loans.


	Interest Sensitivity Analysis
	September 30, 2015
	Maturing or Repricing
	Within			4 - 12			1 - 5			Over
	3 Months			Months			Years			5 Years			Total
	(Dollars in thousands)
Interest Earning Assets:
Interest bearing accounts	$	30		$	—		$	—		$	—		$	30
Time deposits in other banks		—			—			—			—			—
Federal funds sold		363			—			—			—			363
Investment securities		301			3,003			28,503			119,715			151,522
Loans		208,989			74,561			553,623			211,404			1,048,577
Total interest earning assets		209,683			77,564			582,126			331,119			1,200,492
Interest Bearing Liabilities:
Interest-bearing transaction deposits		225,242			112,485			—			—			337,727
Savings accounts		30,443			30,443			30,443			—			91,329
Time deposits		36,974			153,680			191,475			—			382,129
Total interest-bearing deposits		292,659			296,608			221,918			—			811,185
FHLB advances		52,500			—			—			—			52,500
Other borrowings		33,196			—			5,904			—			39,100
Total interest-bearing liabilities		378,355			296,608			227,822			—			902,785
Period Gap	$	(168,672)		$	(219,044)		$	354,304		$	331,119		$	297,707
Cumulative Gap	$	(168,672)		$	(387,716)		$	(33,412)		$	297,707
Cumulative Gap/Total Assets		(12.86)	%		(29.55)	%		(2.55)	%		22.69	%

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	Interest Sensitivity Analysis
	December 31, 2014
	Maturing or Repricing
	Within			4 - 12			1 - 5			Over
	3 Months			Months			Years			5 Years			Total
	(Dollars in thousands)
Interest Earning Assets:
Interest bearing accounts	$	30		$	—		$	—		$	—		$	30
Time deposits in other banks		—			—			—			—			—
Federal funds sold		601			—			—			—			601
Investment securities		1,346			2,288			62,122			95,924			161,680
Loans		195,388			50,898			537,027			146,269			929,582
Total interest earning assets		197,365			53,186			599,149			242,193			1,091,893
Interest Bearing Liabilities:
Interest-bearing transaction deposits		210,531			105,265			—			—			315,796
Savings accounts		30,043			30,043			30,043			—			90,129
Time deposits		78,934			120,638			149,328			—			348,900
Total interest-bearing deposits		319,508			255,946			179,371			—			754,825
FHLB advances		33,500			—			—			—			33,500
Other borrowings		27,503			92			5,895			—			33,490
Total interest-bearing liabilities		380,511			256,038			185,266			—			821,815
Period Gap	$	(183,146)		$	(202,852)		$	413,883		$	242,193		$	270,078
Cumulative Gap	$	(183,146)		$	(385,998)		$	27,885		$	270,078
Cumulative Gap/Total Assets		(14.92)	%		(31.45)	%		2.27	%		22.00	%

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, 2015. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by Old Line Bancshares in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

In addition, there were no changes in Old Line Bancshares’ internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, Old Line Bancshares’ internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our normal course of business. Currently, we are not involved in any legal proceedings the outcome of which, in management’s opinion, would be material to our financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes in the risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014.

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

(a)

Not applicable

(b)

Not applicable

(c)

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


Shares Purchased during the period:	Total number of shares repurchased	Average Price paid per share	Total number of share purchased as part of publicly announced program(1)	Maximum number of shares that may yet be purchased under the program (1)

July 1 - September 30, 2015	71,414	15.85	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, 2015, 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
2.1*	Agreement and Plan of Merger, dated as of August 5, 2015, by and between Old Line Bancshares, Inc. and Regal Bancorp, Inc.


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.

*Previously filed by Old Line Bancshares, Inc. as a part of, and incorporated by reference from, Old Line Bancshares, Inc.’s Current Report on Form 8-K filed on August 6, 2015.

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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, 2015	By:	/s/ James W. Cornelsen
		James W. Cornelsen, President and Chief Executive Officer
		(Principal Executive Officer)


Date: November 4, 2015	By:	/s/ Elise M. Hubbard
		Elise M. Hubbard, Senior Vice President and Chief Financial Officer
		(Principal Accounting and Financial Officer)

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