Attached files
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EX-99.1 - EXHIBIT 99.1 - OLD LINE BANCSHARES INC | exh_991.htm |
EX-23 - EXHIBIT 23 - OLD LINE BANCSHARES INC | exh_23.htm |
8-K/A - FORM 8-K/A - OLD LINE BANCSHARES INC | f8ka_062018.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS OF OLD LINE BANCSHARES, INC. AND BAYBANCORP, INC.
The following unaudited pro forma combined balance sheets as of March 31, 2018 and unaudited pro forma condensed combined statements of income for the three month period ended March 31, 2018, and the twelve months ended December 31, 2017, illustrate the effect of the merger of Bay Bancorp, Inc. with and into Old Line Bancshares, Inc. (“Old Line Bancshares”). We have based the unaudited pro forma condensed combined financial statements on the unaudited balance sheets at March 31, 2018, the unaudited consolidated statements of income for the three month periods ended March 31, 2018, and the audited statements of income for the twelve months ended December 31, 2017 of Bay Bancorp, Inc. and Old Line Bancshares.
As required by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805- Business Combinations, we have used the acquisition method of accounting and adjusted the acquired assets and liabilities of Bay Bancorp, Inc. to fair value as of the balance sheet date. Under this method, we will record Bay Bancorp, Inc.’s assets and liabilities as of April 13, 2018, the date of the acquisition, at their respective fair values and add them to those of Old Line Bancshares. We will record in goodwill any difference between the purchase price for Bay Bancorp, Inc. and the fair value of the identifiable net assets acquired (including core deposit intangibles); however, these are subject to change for a one-year period if material information that existed at the acquisition date previously unknown becomes known. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed consolidated financial information. We will not expense the amortization of the goodwill that results from the acquisition, if any, but will review it for impairment at least annually. To the extent there is an impairment of the goodwill, we will expense the impairment. We will amortize to expense core deposit and other intangibles with definite useful lives that we record in conjunction with the merger. Financial statements that Old Line Bancshares issues after the acquisition will reflect the results attributable to the acquired operations of Bay Bancorp, Inc. beginning on April 13, 2018, the date of completion of the acquisition.
In connection with the acquisition, Old Line Bancshares is currently working to consolidate the operations of Bay Bancorp, Inc. We continue to assess the two companies’ personnel, benefit plans, premises, equipment, computer systems and service contracts to determine where we may take advantage of redundancies. We will record any additional cost associated with such decisions as incurred and have not included them in the pro forma adjustments to the pro forma consolidated statements of income. We have not included these savings in the pro forma consolidated statements of income and there are no assurances that we will realize these reductions.
We have provided the unaudited pro forma information for information purposes only. The pro forma financial information presented is not necessarily indicative of the actual results that we would have achieved had we consummated the merger on the dates or at the beginning of the periods presented, and it is not necessarily indicative of future results. You should read the unaudited pro forma financial information in conjunction with notes thereto and the audited consolidated financial statements and the notes thereto of Old Line Bancshares and Bay Bancorp, Inc. Actual results may be materially different than the pro forma data presented.
We have made certain reclassification adjustments to the pro forma financial statements to conform to Old Line Bancshares’ financial statement presentation.
Old Line Bancshares, Inc.
Consolidated Proforma Balance Sheet with Bay Bancorp, Inc.
(Unaudited)
Old Line | Bay | Proforma | Proforma | |||||||||||||||
Bancshares, Inc. | Bancorp, Inc. | Adjustments | Combined | |||||||||||||||
March 31, 2018 | March 31, 2018 | March 31, 2018 | March 31, 2018 | |||||||||||||||
Cash and due from banks | $ | 85,617,226 | $ | 5,743,130 | $ | $ | 91,360,356 | |||||||||||
Interest bearing deposits in other financial institutions | 2,687,988 | 18,812,465 | 21,500,453 | |||||||||||||||
Federal funds sold | 200,366 | 587,300 | 787,666 | |||||||||||||||
Total cash and cash equivalents | 88,505,580 | 25,142,895 | - | 113,648,475 | ||||||||||||||
Investment securities available for sale-at fair value | 210,353,788 | 53,165,939 | (1,567,702 | ) | (4) | 261,952,025 | ||||||||||||
Investment securities held to maturity, at amortized cost | - | 1,051,172 | - | 1,051,172 | ||||||||||||||
Loans held for sale, fair value of $4,073,887 | 3,934,086 | - | - | 3,934,086 | ||||||||||||||
Loans held for investment (net of allowance for loan losses of $6,257,519 for Old Line Bancshares, Inc. and $4,390,882 for Bay Bancorp, Inc.) | 1,756,576,833 | 545,404,391 | (3,116,712 | ) | (5) | 2,298,864,512 | ||||||||||||
Equity securities at cost | 7,782,847 | 1,986,900 | - | 9,769,747 | ||||||||||||||
Premises and equipment | 40,991,968 | 3,182,327 | - | (9) | 44,174,295 | |||||||||||||
Accrued interest receivable | 5,310,151 | 2,163,473 | - | 7,473,624 | ||||||||||||||
Prepaid income taxes | - | 2,007,484 | - | 2,007,484 | ||||||||||||||
Deferred income taxes | 8,547,392 | 2,081,388 | (786,330 | ) | (10) | 9,842,450 | ||||||||||||
Bank owned life insurance | 41,849,569 | 16,319,198 | - | 58,168,767 | ||||||||||||||
Annuity plan | 5,981,809 | - | - | 5,981,809 | ||||||||||||||
Other real estate owned | 1,799,598 | 1,041,079 | - | (6) | 2,840,677 | |||||||||||||
Goodwill | 25,083,675 | - | 68,695,820 | (1) | 93,779,495 | |||||||||||||
Core deposit intangible | 5,985,657 | 2,067,197 | 9,176,517 | (3) | 17,229,371 | |||||||||||||
Other assets | 8,008,664 | 826,350 | (57,720 | ) | (11) | 8,777,294 | ||||||||||||
Total assets | $ | 2,210,711,617 | $ | 656,439,793 | $ | 72,343,873 | $ | 2,939,495,283 | ||||||||||
Liabilities and Stockholders' Equity | ||||||||||||||||||
Deposits | ||||||||||||||||||
Non-interest bearing | $ | 572,119,981 | $ | 128,283,968 | $ | - | $ | 700,403,949 | ||||||||||
Interest bearing | 1,213,584,463 | 419,019,509 | 775,229 | (6) | 1,633,379,201 | |||||||||||||
Total deposits | 1,785,704,444 | 547,303,477 | 775,229 | 2,333,783,150 | ||||||||||||||
Short term borrowings | 161,477,872 | 32,800,000 | - | 194,277,872 | ||||||||||||||
Long term borrowings | 38,172,653 | - | - | 38,172,653 | ||||||||||||||
Supplemental executive retirement plan | 5,975,159 | - | - | 5,975,159 | ||||||||||||||
Defined benefit pension liability | - | 639,756 | 750,000 | (7) | 1,389,756 | |||||||||||||
Income taxes payable | 4,182,749 | - | - | 4,182,749 | ||||||||||||||
Other liabilities | 4,805,950 | 2,896,230 | - | 7,702,180 | ||||||||||||||
Total liabilities | 2,000,318,827 | 583,639,463 | 1,525,229 | 2,585,483,519 | ||||||||||||||
Stockholders' equity | ||||||||||||||||||
Common stock | 125,667 | 10,703,181 | (10,659,100 | ) | (1)(2) | 169,748 | ||||||||||||
Preferred Stock | - | - | - | |||||||||||||||
Additional paid-in capital | 149,691,736 | 41,852,652 | 101,722,624 | (1)(2) | 293,267,012 | |||||||||||||
Retained earnings | 66,573,919 | 20,565,021 | (20,565,404 | ) | (1)(2) | 66,573,536 | ||||||||||||
Accumulated other comprehensive income | (5,998,532 | ) | (320,524 | ) | 320,524 | (1)(2) | (5,998,532 | ) | ||||||||||
Total stockholders' equity | 210,392,790 | 72,800,330 | 70,818,644 | 354,011,764 | ||||||||||||||
Total liabilities and stockholders' equity | $ | 2,210,711,617 | $ | 656,439,793 | $ | 72,343,873 | $ | 2,939,495,283 |
Old Line Bancshares, Inc.
Consolidated Proforma Statement of Income with Bay Bancorp, Inc.
(Unaudited)
Old Line | Bay | Proforma | Proforma | |||||||||||||
Bancshares, Inc. | Bancorp, Inc. | Adjustments | Combined | |||||||||||||
March 31, 2018 | March 31, 2018 | March 31, 2018 | March 31, 2018 | |||||||||||||
Interest Income | ||||||||||||||||
Loans, including fees | $ | 19,700,762 | $ | 6,900,891 | $ | 215,250 | $ | 26,816,903 | ||||||||
U.S. treasury securities | 10,029 | 46,300 | 56,329 | |||||||||||||
U.S. government agency securities | 81,542 | 41,593 | 123,135 | |||||||||||||
Corporate bonds | 200,469 | 52,947 | 253,416 | |||||||||||||
Mortgage backed securities | 575,018 | 193,134 | 768,152 | |||||||||||||
Municipal securities | 500,620 | 26,641 | 527,261 | |||||||||||||
Federal funds sold | 665 | 2,023 | 2,688 | |||||||||||||
Other | 255,234 | 86,533 | 341,767 | |||||||||||||
Total interest income | 21,324,339 | 7,350,062 | 215,250 | 28,889,651 | ||||||||||||
Interest expense | ||||||||||||||||
Deposits | 2,306,733 | 526,677 | (107,500 | ) | 2,725,910 | |||||||||||
Borrowed funds | 1,334,831 | 129,876 | 1,464,707 | |||||||||||||
Total interest expense | 3,641,564 | 656,553 | (107,500 | ) | 4,190,617 | |||||||||||
Net interest income | 17,682,775 | 6,693,509 | 322,750 | 24,699,034 | ||||||||||||
Provision for loan losses | 394,896 | 300,000 | 694,896 | |||||||||||||
Net interest income after provision for loan losses | 17,287,879 | 6,393,509 | 322,750 | 24,004,138 | ||||||||||||
Non-interest income | ||||||||||||||||
Service charges on deposit accounts | 576,584 | 110,318 | 686,902 | |||||||||||||
Payment sponsorship fees | — | 726,420 | 726,420 | |||||||||||||
Earnings on bank owned life insurance | 292,936 | 113,846 | 406,782 | |||||||||||||
Gain on disposal of assets | 14,366 | — | 14,366 | |||||||||||||
Rental Income | 198,444 | — | 198,444 | |||||||||||||
Income on marketable loans | 418,472 | 15,677 | 434,149 | |||||||||||||
Other fees and commissions | 294,219 | 4,179 | 298,398 | |||||||||||||
Total non-interest income | 1,795,021 | 970,440 | — | 2,765,461 | ||||||||||||
Non-interest expense | ||||||||||||||||
Salaries and benefits | 5,485,450 | 3,306,174 | 8,791,624 | |||||||||||||
Occupancy and equipment | 1,980,401 | 620,228 | 2,600,629 | |||||||||||||
Data processing | 609,639 | 402,496 | 1,012,135 | |||||||||||||
FDIC insurance and State of Maryland assessments | 188,071 | 75,051 | 263,122 | |||||||||||||
Merger and integration | — | 57,825 | 57,825 | |||||||||||||
Core deposit premium amortization | 312,313 | 173,929 | 350,000 | 836,242 | ||||||||||||
Loss (gain) on sales of other real estate owned | 12,516 | — | 12,516 | |||||||||||||
OREO expense | 184,994 | 24,938 | 209,932 | |||||||||||||
Directors Fees | 170,550 | 32,950 | 203,500 | |||||||||||||
Network services | 79,205 | — | 79,205 | |||||||||||||
Telephone | 204,424 | 27,469 | 231,893 | |||||||||||||
Other operating | 1,764,396 | 693,360 | 2,457,756 | |||||||||||||
Total non-interest expense | 10,991,959 | 5,414,420 | 350,000 | 16,756,379 | ||||||||||||
Income before income taxes | 8,090,941 | 1,949,529 | (27,250 | ) | 10,013,220 | |||||||||||
Income tax expense | 2,025,759 | 564,782 | (7,500 | ) | 2,583,041 | |||||||||||
Net income available to common stockholders | $ | 6,065,182 | $ | 1,384,747 | $ | (19,750 | ) | $ | 7,430,179 | |||||||
Basic earnings per common share | $ | 0.48 | $ | 0.13 | $ | 0.44 | ||||||||||
Diluted earnings per common share | $ | 0.48 | $ | 0.13 | $ | 0.43 | ||||||||||
Dividend per common share | $ | 0.08 | $ | — | $ | 0.08 | ||||||||||
Weighted average common shares outstanding | 12,544,266 | 4,408,087 | 16,952,353 | |||||||||||||
Effect of Diluted Shares | 199,016 | 199,016 | ||||||||||||||
Diluted Shares | 12,743,282 | 4,408,087 | 17,151,369 |
The accompanying notes are an integral part of these consolidated financial statements
Old Line Bancshares, Inc.
Consolidated Proforma Statement of Income with Bay Bancorp, Inc.
(Unaudited)
Old Line | Bay | Proforma | Proforma | |||||||||||||
Bancshares, Inc. | Bancorp, Inc. | Adjustments | Combined | |||||||||||||
December 31, 2017 | December 31, 2017 | December 31, 2017 | December 31, 2017 | |||||||||||||
Interest Income | ||||||||||||||||
Loans, including fees | $ | 68,132,398 | $ | 26,019,282 | $ | 861,000 | $ | 95,012,680 | ||||||||
U.S. treasury securities | 25,636 | 186,692 | 212,328 | |||||||||||||
U.S. government agency securities | 272,751 | 167,206 | 439,957 | |||||||||||||
Corporate bonds | 628,622 | 227,013 | 855,635 | |||||||||||||
Mortgage backed securities | 2,213,346 | 796,510 | 3,009,856 | |||||||||||||
Municipal securities | 1,772,539 | 31,915 | 1,804,454 | |||||||||||||
Federal funds sold | 6,198 | 4,954 | 11,152 | |||||||||||||
Other | 561,231 | 453,447 | 1,014,678 | |||||||||||||
Total interest income | 73,612,721 | 27,887,020 | 861,000 | 102,360,741 | ||||||||||||
Interest expense | ||||||||||||||||
Deposits | 7,321,031 | 2,019,129 | (430,000 | ) | 8,910,160 | |||||||||||
Borrowed funds | 4,177,602 | 320,091 | 4,497,693 | |||||||||||||
Total interest expense | 11,498,633 | 2,339,220 | (430,000 | ) | 13,407,853 | |||||||||||
Net interest income | 62,114,088 | 25,547,800 | 1,291,000 | 88,952,888 | ||||||||||||
Provision for loan losses | 955,108 | 1,656,983 | 2,612,091 | |||||||||||||
Net interest income after provision for loan losses | 61,158,980 | 23,890,817 | 1,291,000 | 86,340,797 | ||||||||||||
Non-interest income | ||||||||||||||||
Service charges on deposit accounts | 1,982,981 | 337,012 | 2,319,993 | |||||||||||||
Gain (loss) on sales or calls of investment securities | 35,258 | (59,377 | ) | (24,119 | ) | |||||||||||
Payment sponsorship fees | — | 3,039,162 | 3,039,162 | |||||||||||||
Earnings on bank owned life insurance | 1,167,467 | 476,050 | 1,643,517 | |||||||||||||
Gain on disposal of assets | 73,663 | — | 73,663 | |||||||||||||
Gain on sale of loans | 94,714 | — | 94,714 | |||||||||||||
Income on marketable loans | 2,319,806 | 527,947 | 2,847,753 | |||||||||||||
Other fees and commissions | 2,126,716 | 2,269,670 | 4,396,386 | |||||||||||||
Total non-interest income | 7,800,605 | 6,590,464 | — | 14,391,069 | ||||||||||||
Non-interest expense | ||||||||||||||||
Salaries and benefits | 20,551,526 | 12,413,164 | 32,964,690 | |||||||||||||
Occupancy and equipment | 7,073,696 | 2,832,945 | 9,906,641 | |||||||||||||
Data processing | 1,671,720 | 1,390,458 | 3,062,178 | |||||||||||||
FDIC insurance and State of Maryland assessments | 1,001,522 | 311,063 | 1,312,585 | |||||||||||||
Merger and integration | 3,985,514 | 439,055 | 4,424,569 | |||||||||||||
Core deposit premium amortization | 968,880 | 789,182 | 1,400,000 | 3,158,062 | ||||||||||||
Loss (gain) on sales of other real estate owned | (13,589 | ) | (86,587 | ) | (100,176 | ) | ||||||||||
OREO expense | 301,394 | 287,183 | 588,577 | |||||||||||||
Directors Fees | 659,300 | 139,450 | 798,750 | |||||||||||||
Network services | 519,652 | — | 519,652 | |||||||||||||
Telephone | 821,260 | 115,831 | 937,091 | |||||||||||||
Other operating | 7,302,172 | 3,007,472 | 10,309,644 | |||||||||||||
Total non-interest expense | 44,843,047 | 21,639,216 | 1,400,000 | 67,882,263 | ||||||||||||
Income before income taxes | 24,116,538 | 8,842,065 | (109,000 | ) | 32,849,603 | |||||||||||
Income tax expense | 8,152,724 | 4,000,579 | (30,000 | ) | 12,123,303 | |||||||||||
Net income available to common stockholders | $ | 15,963,814 | $ | 4,841,486 | $ | (79,000 | ) | $ | 20,726,300 | |||||||
Basic earnings per common share | $ | 1.38 | $ | 0.46 | $ | 1.30 | ||||||||||
Diluted earnings per common share | $ | 1.35 | $ | 0.45 | $ | 1.28 | ||||||||||
Dividend per common share | $ | 0.32 | $ | — | $ | 0.32 | ||||||||||
Weighted average common shares outstanding | 11,588,045 | 4,408,087 | 15,996,132 | |||||||||||||
Effect of Diluted Shares | 211,139 | 211,139 | ||||||||||||||
Diluted Shares | 11,799,184 | 4,408,087 | 16,207,271 |
The accompanying notes are an integral part of these consolidated financial statements
NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME
1. | Old Line Bancshares issued shares of its stock to stockholders of Bay Bancorp, Inc. to effect the acquisition. The exchange ratio was based on a pricing mechanism that adjusted based on the average closing price as defined in the merger agreement. The unaudited pro forma combined financial information assumes that Old Line Bancshares exchanged each share of Bay Bancorp, Inc. stock for 0.4088 shares of Old Line Bancshares, Inc. common stock and repurchased all fractional shares that resulted from the share exchange. |
Bay Bancorp, Inc. stockholders own approximately 25.97% of the voting stock of the combined company after the acquisition. The shares of Old Line Bancshares’ common stock illustrated in this pro forma were recorded at $32.36 per share, the closing price of Old Line Bancshares common stock on the effective date of the merger.
Old Line Bancshares will determine the final allocation of the purchase price after we have completed additional analysis to determine the fair values of Bay Bancorp, Inc.’s tangible and identifiable intangible assets and liabilities as of the date of the acquisition. Changes in the fair value of the net assets of Bay Bancorp, Inc. as of the date of the acquisition will likely change the amount of the purchase price allocable to goodwill. The further refinement of transaction costs and fair valuations will likely change the amount of goodwill recorded. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. Old Line Bancshares has prepared the pro forma financial information to include the estimated adjustments necessary to record the assets and liabilities of Bay Bancorp, Inc. at their respective fair values and represents management’s best estimate based upon the information available at this time. The pro forma adjustments included herein are subject to change as additional information becomes available and as we perform additional analyses. The final acquisition accounting adjustments may be materially different from the pro forma adjustment presented herein. Increases or decreases in the fair value of certain balance sheet amounts including loans, securities, deposits and related intangibles and debt will result in adjustments to the balance sheet and statement of income. Such adjustments, when compared to the information shown in this document, may change the amount of the purchase price allocated to goodwill while changes to other assets and liabilities may impact the statement of income due to adjustments in the yield and/or amortization/accretion of the adjusted assets and liabilities. The unaudited pro forma combined financial information presented herein does not necessarily provide an indication of the combined results of operations or the combined financial position, nor is it indicative of the results of operations in future periods or the future financial position of the combined company.
The total purchase price for the purpose of this pro forma financial information is $143.6 million. The following table provides the calculation and allocation of the purchase price used in the pro forma financial statements and a reconcilement of pro forma shares outstanding after adjustment for the redemption of fractional shares.
Summary of Purchase Price Calculation and Goodwill
Resulting from Merger and Reconciliation
of Pro Forma Shares Outstanding at March 31, 2018
($ in thousands except share and per share data)
March 31, 2018 | ||||||||
Purchase Price Consideration-Common Stock | ||||||||
Bay Bancorp shares outstanding exchanged for stock | 10,782,992 | |||||||
Exchange ratio | 0.4088 | |||||||
Old Line Bancshares shares issued to Bay Bancorp stockholders | 4,408,087 | |||||||
Cash consideration for fractional shares and unexercised stock options | $ | 973 | ||||||
Purchase price assigned to shares exchanged for stock | $ | 142,645 | ||||||
Total purchase price | $ | 143,618 | ||||||
Bay Bancorp stockholders' equity, excluding accumulated other comprehensive income | $ | 72,800 | ||||||
Estimated adjustments to reflect assets acquired at fair value: | ||||||||
Loans | (10,909 | ) | ||||||
Allowance for loan losses | 4,392 | |||||||
Deferred loan fees | 3,401 | |||||||
Investments | (1,568 | ) | ||||||
Deferred income taxes | (786 | ) | ||||||
Other intangible assets (Core deposit premium) | 9,177 | |||||||
Other assets | (58 | ) | ||||||
Estimated adjustments to reflect liabilities acquired at fair value: | ||||||||
Interest bearing deposits | (775 | ) | ||||||
Defined benefit pension liability | (750 | ) | ||||||
74,924 | ||||||||
Goodwill resulting from merger | $ | 68,694 | ||||||
Reconcilement of Pro Forma Shares Outstanding | ||||||||
Bay Bancorp shares converted | 10,782,992 | |||||||
Exchange ratio | 0.4088 | |||||||
Old Line Bancshares shares issued to Bay Bancorp stockholders | 4,408,087 | |||||||
Old Line Bancshares shares outstanding | 12,566,696 | |||||||
Pro forma Old Line Bancshares shares outstanding | 16,974,783 | |||||||
Pro forma % ownership by Bay Bancorp | 25.97 | % | ||||||
Pro forma % ownership by legacy Old Line Bancshares | 74.03 | % |
2. | Adjustment to reflect the issuance of shares of Old Line Bancshares common stock with a $0.01 par value in connection with the merger and the adjustments to stockholders’ equity for the reclassification of Bay Bancorp, Inc.’s historical equity accounts (common stock, accumulated other comprehensive income and retained earnings) into additional paid-in capital. |
3. | Adjustment of $9.2 million to core deposit intangible to reflect the fair value of this asset and the related amortization adjustment based upon an expected life of 20 years and using a sum of the years digit method. We expect the amortization of the core deposit intangible to increase pro forma before tax non-interest expense by approximately $1.4 million in the first year following consummation. |
4. | Adjustment of $1.6 million to investment securities available for sale represents the fair value difference at the time of sale of the investment portfolio, which was done immediately following close of merger. |
5. | Adjustment to loans, net of unearned income to reflect estimated fair value adjustments, which include lifetime credit loss expectations, current interest rates and liquidity, to acquired loans, in addition to the elimination of Bay’s existing allowance for loan losses. Purchased loans in a business combination are recorded at estimated fair value on the purchase date and the carryover of the related allowance for loan losses is prohibited. |
6. | Adjustment of $775,229 to reflect the fair values of interest bearing time deposit liabilities based on current interest rates for similar instruments. We will recognize this adjustment using a level yield amortization method based upon the maturities of the deposit liabilities. We expect this adjustment will decrease pro forma before tax interest expense by $430 thousand the first year following consummation. |
7. | Adjustment of $750,000 to reflect the estimated termination cost of Bay Bancorp’s, Inc.’s frozen defined benefit plan. We are in the process of terminating this plan and have recorded it at the estimated termination cost associated with transferring the future retirement liabilities through the purchase of annuities or the issuance of one time cash redemptions to participants. |
8. | Adjustment to reflect the net deferred tax at a rate of 27.5175% related to fair value adjustments on the balance sheet and a statutory tax rate of 27.5175% for book tax expense. We have not taken a tax benefit for certain merger obligations and cost that we do not consider tax deductible. |
9. | We are currently evaluating fair value adjustment for the premises and equipment. If an adjustment is necessary, the estimated amortization of the fair value adjustment will amortize over a 40 year period. |
10. | Adjustment to other assets of $786 thousand to eliminate Bay Bancorp, Inc.’s deferred assets. There is no pro forma statement of income adjustment for this item. |
11. | Adjustment to other assets of $58 thousand to reflect early termination fees for closeout of certificate of deposits with other financial institutions. |
12. | We determine basic earnings per common share by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding. |
We calculate diluted earnings per common share by including the average dilutive common stock equivalents outstanding during the period. Dilutive common equivalent shares consist of stock options, calculated using the treasury stock method.
For pro forma basic and diluted earnings per common share we have assumed that the shares issued at acquisition are outstanding for the entire three month or twelve month period, respectively.
March 31, 2018 | December 31, 2017 | |||||||
Weighted average number of shares Old Line Bancshares | 12,544,266 | 11,588,045 | ||||||
Shares issued to Bay Bancorp, Inc. stockholders | 4,408,087 | 4,408,087 | ||||||
Subtotal average number of common shares | 16,952,353 | 15,996,132 | ||||||
Dilutive average number of shares | 199,016 | 211,139 | ||||||
Total average common shares including dilutive shares | 17,151,369 | 16,207,271 |
13. | In conjunction with the merger we expect to incur approximately $8.0 million in expenses associated with conversion of data processing systems, severance, and legal, accounting and consulting fees. We will expense these merger expenses as incurred and have not included them in the pro forma income statement or balance sheet. |